UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	~~July 28, 2023~~January 26, 2024

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from __________ to __________

Commission File Number 001-36820


Medtronic plc
(Exact name of registrant as specified in its charter)

Ireland			98-1183488
(State of incorporation)			(I.R.S. Employer Identification No.)

20 On Hatch, Lower Hatch Street

Dublin 2, Ireland

(Address of principal executive offices) (Zip Code)

+353 1 438-1700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Ordinary shares, par value $0.0001 per share	MDT	New York Stock Exchange
0.250% Senior Notes due 2025	MDT/25	New York Stock Exchange
0.000% Senior Notes due 2025	MDT/25A	New York Stock Exchange
2.625% Senior Notes due 2025	MDT/25B	New York Stock Exchange
1.125% Senior Notes due 2027	MDT/27	New York Stock Exchange
0.375% Senior Notes due 2028	MDT/28	New York Stock Exchange
3.000% Senior Notes due 2028	MDT/28A	New York Stock Exchange
1.625% Senior Notes due 2031	MDT/31	New York Stock Exchange
1.000% Senior Notes due 2031	MDT/31A	New York Stock Exchange
3.125% Senior Notes due 2031	MDT/31B	New York Stock Exchange
0.750% Senior Notes due 2032	MDT/32	New York Stock Exchange
3.375% Senior Notes due 2034	MDT/34	New York Stock Exchange
2.250% Senior Notes due 2039	MDT/39A	New York Stock Exchange
1.500% Senior Notes due 2039	MDT/39B	New York Stock Exchange
1.375% Senior Notes due 2040	MDT/40A	New York Stock Exchange
1.750% Senior Notes due 2049	MDT/49	New York Stock Exchange
1.625% Senior Notes due 2050	MDT/50	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during 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 for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate 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 growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller Reporting Company

☐

If 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 financial accounting standards provided pursuant to Section 1(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of ~~August 25, 2023, 1,330,533,713~~February 21, 2024, 1,327,822,539 ordinary shares, par value $0.0001, of the registrant were outstanding.

TABLE OF CONTENTS


Item	Item		Description	Page	Item	Description		Page

			PART I			PART I
1.	1.		Financial Statements (unaudited)	1	1.	Financial Statements (unaudited)		1
2.	2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	28	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		31
3.	3.		Quantitative and Qualitative Disclosures About Market Risk	47	3.	Quantitative and Qualitative Disclosures About Market Risk		51
4.	4.		Controls and Procedures	48	4.	Controls and Procedures		52
			PART II			PART II
1.	1.		Legal Proceedings	48	1.	Legal Proceedings		52
2.	2.		Unregistered Sales of Equity Securities and Use of Proceeds	48	2.	Unregistered Sales of Equity Securities and Use of Proceeds		52
5.	5.		Other Information	48	5.		Other Information			53
6.	6.		Exhibits	49	6.	Exhibits		53
			Signature	50
		Signature							Signature		54

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Medtronic plc

Consolidated Statements of Income

(Unaudited)


		Three months ended				Three months ended			Nine months ended
(in millions, except per share data)	(in millions, except per share data)	July 28, 2023		July 29, 2022			(in millions, except per share data)	January 26, 2024	January 27, 2023	January 26, 2024	January 27, 2023
Net sales	Net sales	$	7,702	$	7,371
Costs and expenses:	Costs and expenses:
Cost of products sold, excluding amortization of intangible assets	Cost of products sold, excluding amortization of intangible assets	2,628		2,516
Cost of products sold, excluding amortization of intangible assets
Cost of products sold, excluding amortization of intangible assets
Research and development expense	Research and development expense	668		692
Selling, general, and administrative expense	Selling, general, and administrative expense	2,613		2,567
Amortization of intangible assets	Amortization of intangible assets	429		423
Restructuring charges, net	Restructuring charges, net	54		14
Certain litigation charges	Certain litigation charges	40		—
Other operating expense, net		1		35
Other operating expense (income), net
Operating profit	Operating profit	1,268		1,125
Other non-operating income, net	Other non-operating income, net	(76)		(83)
Interest expense, net	Interest expense, net	148		164
Income before income taxes	Income before income taxes	1,196		1,044
Income tax provision	Income tax provision	400		112
Net income	Net income	797		931
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	(6)		(2)
Net income attributable to Medtronic	Net income attributable to Medtronic	$	791	$	929
Basic earnings per share	Basic earnings per share	$	0.59	$	0.70
Diluted earnings per share	Diluted earnings per share	$	0.59	$	0.70
Basic weighted average shares outstanding	Basic weighted average shares outstanding	1,330.5		1,329.4
Diluted weighted average shares outstanding	Diluted weighted average shares outstanding	1,333.8		1,334.5

The accompanying notes are an integral part of these consolidated financial statements.

Medtronic plc

Consolidated Statements of Comprehensive Income

(Unaudited)


		Three months ended				Three months ended			Nine months ended
(in millions)	(in millions)	July 28, 2023		July 29, 2022			(in millions)	January 26, 2024	January 27, 2023	January 26, 2024	January 27, 2023
Net income	Net income	$	797	$	931
Other comprehensive (loss) income, net of tax:
Unrealized loss on investment securities		(19)		(16)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on investment securities
Unrealized gain (loss) on investment securities
Unrealized gain (loss) on investment securities
Translation adjustment	Translation adjustment	14		(884)
Net investment hedge	Net investment hedge	(143)		1,002
Net change in retirement obligations	Net change in retirement obligations	3		1
Unrealized (loss) gain on cash flow hedges	Unrealized (loss) gain on cash flow hedges	(30)		220
Other comprehensive (loss) income	Other comprehensive (loss) income	(175)		324
Comprehensive income including noncontrolling interests	Comprehensive income including noncontrolling interests	622		1,255
Comprehensive income attributable to noncontrolling interests	Comprehensive income attributable to noncontrolling interests	(6)		—
Comprehensive income attributable to Medtronic	Comprehensive income attributable to Medtronic	$	616	$	1,255

The accompanying notes are an integral part of these consolidated financial statements.

Medtronic plc

Consolidated Balance Sheets

(Unaudited)


(in millions)	(in millions)	July 28, 2023		April 28, 2023		(in millions)	January 26, 2024	April 28, 2023
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,339	$	1,543
Investments	Investments	6,537		6,416
Accounts receivable, less allowances and credit losses of $190 and $176, respectively		5,806		5,998
Accounts receivable, less allowances and credit losses of $180 and $176, respectively
Inventories, net	Inventories, net	5,668		5,293
Other current assets	Other current assets	2,518		2,425
Total current assets	Total current assets	21,869		21,675
Property, plant, and equipment, net	Property, plant, and equipment, net	5,665		5,569
Goodwill	Goodwill	41,436		41,425
Other intangible assets, net	Other intangible assets, net	14,434		14,844
Tax assets	Tax assets	3,461		3,477
Other assets	Other assets	3,912		3,959
Total assets	Total assets	$	90,776	$	90,948
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Current debt obligations	Current debt obligations	$	519	$	20
Accounts payable	Accounts payable	2,239		2,662
Accrued compensation	Accrued compensation	1,695		1,949
Accrued income taxes	Accrued income taxes	1,013		840
Other accrued expenses	Other accrued expenses	3,581		3,581
Total current liabilities	Total current liabilities	9,047		9,051
Long-term debt	Long-term debt	24,463		24,344
Accrued compensation and retirement benefits	Accrued compensation and retirement benefits	1,092		1,093
Accrued income taxes	Accrued income taxes	2,407		2,360
Deferred tax liabilities	Deferred tax liabilities	687		708
Other liabilities	Other liabilities	1,715		1,727
Total liabilities	Total liabilities	39,410		39,283
Commitments and contingencies (Note 16)	Commitments and contingencies (Note 16)					Commitments and contingencies (Note 16)
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Ordinary shares— par value $0.0001, 2.6 billion shares authorized, 1,330,498,304 and 1,330,809,036 shares issued and outstanding, respectively		—		—
Ordinary shares— par value $0.0001, 2.6 billion shares authorized, 1,329,653,024 and 1,330,809,036 shares issued and outstanding, respectively
Additional paid-in capital	Additional paid-in capital	24,587		24,590
Retained earnings	Retained earnings	30,265		30,392
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(3,674)		(3,499)
Total shareholders’ equity	Total shareholders’ equity	51,178		51,483
Noncontrolling interests	Noncontrolling interests	188		182
Total equity	Total equity	51,366		51,665
Total liabilities and equity	Total liabilities and equity	$	90,776	$	90,948

The accompanying notes are an integral part of these consolidated financial statements.

Medtronic plc

Consolidated Statements of Equity

(Unaudited)


			Ordinary Shares			Additional Paid-in Capital			Retained Earnings				Accumulated Other Comprehensive Loss				Total Shareholders’ Equity			Noncontrolling Interests				Total Equity
		Ordinary Shares																									Ordinary Shares			Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Total Shareholders’ Equity	Noncontrolling Interests	Total Equity
(in millions)	(in millions)		Number	Par Value				Additional Paid-in Capital							Retained Earnings							Accumulated Other Comprehensive Loss					Total Shareholders’ Equity	Noncontrolling Interests	Total Equity
April 28, 2023
April 28, 2023
April 28, 2023	April 28, 2023		1,331	$	—	$	24,590				$	30,392				$	(3,499)		$	51,483			$	182		$	51,665
Net income	Net income		—	—		—			791				—				791			6				797
Other comprehensive loss	Other comprehensive loss		—	—		—			—				(175)				(175)			—				(175)
Dividends to shareholders ($0.69 per ordinary share)	Dividends to shareholders ($0.69 per ordinary share)		—	—		—			(918)				—				(918)			—				(918)
Issuance of shares under stock purchase and award plans	Issuance of shares under stock purchase and award plans		1	—		73			—				—				73			—				73
Repurchase of ordinary shares	Repurchase of ordinary shares		(2)	—		(148)			—				—				(148)			—				(148)
Stock-based compensation	Stock-based compensation		—	—		73			—				—				73			—				73

July 28, 2023	July 28, 2023		1,330	$	—	$	24,587		$	30,265			$	(3,674)			$	51,178		$	188			$	51,366

July 28, 2023

July 28, 2023
Net income
Other comprehensive income (loss)
Dividends to shareholders ($0.69 per ordinary share)
Issuance of shares under stock purchase and award plans
Repurchase of ordinary shares
Stock-based compensation

October 27, 2023

October 27, 2023

October 27, 2023
Net income
Other comprehensive (loss) income
Dividends to shareholders ($0.69 per ordinary share)
Issuance of shares under stock purchase and award plans
Repurchase of ordinary shares
Stock-based compensation

January 26, 2024
January 26, 2024
January 26, 2024

Ordinary Shares Additional Paid-in Capital Retained
Earnings Accumulated
Other
Comprehensive
Loss Total
Shareholders’
Equity Noncontrolling Interests Total Equity
(in millions) Number Par Value
April 29, 2022 1,331 $ — $ 24,566 $ 30,250 $ (2,265) $ 52,551 $ 171 $ 52,722
Net income — — — 929 — 929 2 931
Other comprehensive income (loss) — — — — 326 326 (2) 324
Dividends to shareholders ($0.68 per ordinary share) — — — (903) — (903) — (903)
Issuance of shares under stock purchase and award plans 2 — 41 — — 41 — 41
Repurchase of ordinary shares (3) — (333) — — (333) — (333)
Stock-based compensation — — 62 — — 62 — 62
July 29, 2022 1,329 $ — $ 24,335 $ 30,276 $ (1,939) $ 52,672 $ 170 $ 52,843


	Ordinary Shares			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity		Noncontrolling Interests		Total Equity
(in millions)	Number	Par Value
April 29, 2022	1,331	$	—	$	24,566	$	30,250	$	(2,265)	$	52,551	$	171	$	52,722
Net income	—	—		—		929		—		929		2		931
Other comprehensive income (loss)	—	—		—		—		326		326		(2)		324
Dividends to shareholders ($0.68 per ordinary share)	—	—		—		(903)		—		(903)		—		(903)
Issuance of shares under stock purchase and award plans	2	—		41		—		—		41		—		41
Repurchase of ordinary shares	(3)	—		(333)		—		—		(333)		—		(333)
Stock-based compensation	—	—		62		—		—		62		—		62


July 29, 2022	1,329	$	—	$	24,335	$	30,276	$	(1,939)	$	52,672	$	170	$	52,843
Net income	—	—		—		427		—		427		8		435
Other comprehensive loss	—	—		—		—		(422)		(422)		(2)		(424)
Dividends to shareholders ($0.68 per ordinary share)	—	—		—		(904)		—		(904)		—		(904)
Issuance of shares under stock purchase and award plans	2	—		55		—		—		55		—		55
Repurchase of ordinary shares	(1)	—		(85)		—		—		(85)		—		(85)
Stock-based compensation	—	—		137		—		—		137		—		137


October 28, 2022	1,330	$	—	$	24,442	$	29,799	$	(2,361)	$	51,880	$	177	$	52,057
Net income	—	—		—		1,222		—		1,222		6		1,229
Other comprehensive (loss) income	—	—		—		—		(828)		(828)		4		(824)
Dividends to shareholders ($0.68 per ordinary share)	—	—		—		(904)		—		(904)		—		(904)
Issuance of shares under stock purchase and award plans	1	—		48		—		—		48		—		48
Repurchase of ordinary shares	(1)	—		(63)		—		—		(63)		—		(63)
Stock-based compensation	—	—		81		—		—		81		—		81
Changes to noncontrolling ownership interests	—	—		5		—		—		5		(11)		(6)

January 27, 2023	1,330	$	—	$	24,513	$	30,117	$	(3,189)	$	51,441	$	177	$	51,618

The accompanying notes are an integral part of these consolidated financial statements.

Medtronic plc

Consolidated Statements of Cash Flows

(Unaudited)


		Three months ended					Nine months ended
(in millions)	(in millions)	July 28, 2023		July 29, 2022		(in millions)	January 26, 2024	January 27, 2023
Operating Activities:	Operating Activities:					Operating Activities:
Net income	Net income	$	797	$	931
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	672		668
Provision for credit losses	Provision for credit losses	21		15
Deferred income taxes	Deferred income taxes	—		(18)
Stock-based compensation	Stock-based compensation	73		62
Loss on debt extinguishment	Loss on debt extinguishment	—		53

Other, net	Other, net	135		121

Other, net

Other, net
Change in operating assets and liabilities, net of acquisitions and divestitures:	Change in operating assets and liabilities, net of acquisitions and divestitures:					Change in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable, net	Accounts receivable, net	164		89
Inventories, net	Inventories, net	(410)		(380)
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	(673)		(147)
Other operating assets and liabilities	Other operating assets and liabilities	96		(311)

Net cash provided by operating activities	Net cash provided by operating activities	875		1,083

Net cash provided by operating activities

Net cash provided by operating activities
Investing Activities:	Investing Activities:					Investing Activities:
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	—		(1,191)

Additions to property, plant, and equipment
Additions to property, plant, and equipment
Additions to property, plant, and equipment	Additions to property, plant, and equipment	(354)		(426)
Purchases of investments	Purchases of investments	(1,916)		(1,884)
Sales and maturities of investments	Sales and maturities of investments	1,748		1,886
Other investing activities, net	Other investing activities, net	(17)		30
Net cash used in investing activities	Net cash used in investing activities	(539)		(1,585)
Financing Activities:	Financing Activities:					Financing Activities:
Change in current debt obligations, net	Change in current debt obligations, net	500		—

Proceeds from short-term borrowings (maturities greater than 90 days)	Proceeds from short-term borrowings (maturities greater than 90 days)	—		2,284

Proceeds from short-term borrowings (maturities greater than 90 days)
Proceeds from short-term borrowings (maturities greater than 90 days)
Issuance of long-term debt
Payments on long-term debt	Payments on long-term debt	—		(2,311)
Dividends to shareholders	Dividends to shareholders	(918)		(903)
Issuance of ordinary shares	Issuance of ordinary shares	77		43
Repurchase of ordinary shares	Repurchase of ordinary shares	(152)		(336)
Other financing activities	Other financing activities	(8)		273
Net cash used in financing activities	Net cash used in financing activities	(501)		(950)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(39)		(122)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	(204)		(1,574)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	1,543		3,714
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	1,339	$	2,140

Supplemental Cash Flow Information	Supplemental Cash Flow Information
Supplemental Cash Flow Information
Supplemental Cash Flow Information
Cash paid for:	Cash paid for:					Cash paid for:
Income taxes	Income taxes	$	117	$	260
Interest	Interest	84		68

The accompanying notes are an integral part of these consolidated financial statements.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

The accompanying unaudited consolidated financial statements of Medtronic plc and its subsidiaries (Medtronic plc, Medtronic, or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the consolidated financial statements include all the adjustments necessary for a fair statement in conformity with U.S. GAAP. Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year.

Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates.

The accompanying unaudited consolidated financial statements include the accounts of Medtronic plc, its wholly-owned subsidiaries, entities for which the Company has a controlling financial interest, and variable interest entities for which the Company is the primary beneficiary. Intercompany transactions and balances have been eliminated in consolidation. Amounts reported in millions within this quarterly report are computed based on the amounts in thousands, and therefore, the sum of the components may not equal the total amount reported in millions due to rounding. Additionally, certain columns and rows within tables may not sum due to rounding.

The accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements of the Company and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 28, 2023. The Company’s fiscal years 2024, 2023, and 2022 will end or ended on April 26, 2024, April 28, 2023, and April 29, 2022, respectively.

2. New Accounting Pronouncements

Recently Adopted

Supplier Finance Programs

In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-04, Liabilities— Supplier Finance Programs (Subtopic 405-50), which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted this guidance on April 29, 2023. The adoption of this standard ~~does~~did not have a material impact on the Company’s Consolidated Financial Statements.

AsNot Yet Adopted

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, Improvements to Segment Reporting (Topic 280), which requires incremental disclosures on reportable segments, primarily through enhanced disclosures on significant segment expenses. The Company will adopt this guidance beginning in the fourth quarter of ~~July 28,~~fiscal year 2025 for our annual report and for interim periods starting in fiscal year 2026. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

Income Taxes

In December 2023, ~~there~~the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2026 for our annual report. We are ~~no recently issued but not yet adopted accounting pronouncements~~currently evaluating the potential effect that ~~are expected to materially impact~~the updated standard will have on our ~~consolidated~~ financial ~~statements~~.statement disclosures.

3. Revenue

The Company's revenues are principally derived from device-based medical therapies and services related to cardiac rhythm disorders, cardiovascular disease, neurological disorders and diseases, spinal conditions and musculoskeletal trauma, chronic pain, urological and digestive disorders, ear, nose, and throat conditions, and diabetes conditions as well as advanced and general surgical care products, respiratory and monitoring solutions, and neurological surgery technologies. The Company's primary customers include healthcare systems, clinics, third-party healthcare providers, distributors, and other institutions, including governmental healthcare programs and group purchasing organizations. Prior period revenue has been recast to reflect the new reporting structure, which primarily includes allocating certain prior Medical Surgical businesses to the Other line. Refer to Note 17 to the consolidated financial statements for additional information regarding the Company's ~~new~~ reporting structure.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The table below illustrates net sales by segment and division for the three and nine months ended ~~July 28, 2023~~January 26, 2024 and ~~July 29, 2022:~~January 27, 2023:


		Three months ended				Three months ended			Nine months ended
(in millions)	(in millions)	July 28, 2023		July 29, 2022			(in millions)	January 26, 2024	January 27, 2023	January 26, 2024	January 27, 2023
Cardiac Rhythm & Heart Failure	Cardiac Rhythm & Heart Failure	$	1,446	$	1,381
Structural Heart & Aortic	Structural Heart & Aortic	814		741
Coronary & Peripheral Vascular	Coronary & Peripheral Vascular	589		579
Cardiovascular	Cardiovascular	2,850		2,701
Cranial & Spinal Technologies	Cranial & Spinal Technologies	1,103		1,043
Specialty Therapies	Specialty Therapies	695		667
Neuromodulation	Neuromodulation	420		405
Neuroscience	Neuroscience	2,219		2,115
Surgical & Endoscopy	Surgical & Endoscopy	1,546		1,455
Patient Monitoring & Respiratory Interventions	Patient Monitoring & Respiratory Interventions	493		479
Medical Surgical	Medical Surgical	2,039		1,933
Diabetes	Diabetes	578		541
Other(1)	Other(1)	16		81
Total	Total	$	7,702	$	7,371

(1) Includes revenue from the divested Renal Care Solutions business and Transition Manufacturing Agreements from previously divested businesses.

The table below illustrates net sales by market geography for each segment for the three and nine months ended ~~July 28, 2023~~January 26, 2024 and ~~July 29, 2022:~~January 27, 2023:


		U.S.(1)				Non-U.S. Developed Markets(2)				Emerging Markets(3)					U.S.(1)		Non-U.S. Developed Markets(2)				Emerging Markets(3)
		Three months ended				Three months ended				Three months ended
	Three months ended																		Three months ended
(in millions)	(in millions)	July 28, 2023		July 29, 2022		July 28, 2023		July 29, 2022		July 28, 2023		July 29, 2022		(in millions)	January 26, 2024	January 27, 2023		January 26, 2024		January 27, 2023		January 26, 2024	January 27, 2023
Cardiovascular	Cardiovascular	$	1,350	$	1,286	$	956	$	892	$	544	$	523
Neuroscience	Neuroscience	1,497		1,419		416		407		306		290
Medical Surgical	Medical Surgical	881		831		772		735		386		368
Diabetes	Diabetes	188		206		315		264		75		72
Other(4)	Other(4)	8		25		5		32		3		24
Total	Total	$	3,924	$	3,766	$	2,463	$	2,328	$	1,314	$	1,276

		U.S.(1)
		U.S.(1)
		U.S.(1)															Non-U.S. Developed Markets(2)				Emerging Markets(3)
	Nine months ended																		Nine months ended
(in millions)														(in millions)	January 26, 2024	January 27, 2023		January 26, 2024		January 27, 2023		January 26, 2024	January 27, 2023
Cardiovascular
Neuroscience
Medical Surgical
Diabetes
Other(4)
Total

(1)U.S. includes the United States and U.S. territories.

(2)Non-U.S. developed markets include Japan, Australia, New Zealand, Korea, Canada, and the countries within Western Europe.

(3)Emerging 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-U.S. developed markets, as defined above.

(4)Includes revenue from the divested Renal Care Solutions (RCS) business and Transition Manufacturing Agreements from previously divested businesses.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The amount of revenue recognized is reduced by sales rebates and returns. Adjustments to rebates and returns reserves are recorded as increases or decreases to revenue. At ~~July 28, 2023,~~January 26, 2024, $1.1 billion of rebates were classified as other accrued expenses, and $~~602~~575 million of rebates were classified as a reduction of accounts receivable in the consolidated balance sheet. At April 28, 2023, $1.1 billion of rebates were classified as other accrued expenses, and $555 million of rebates were classified as a reduction of accounts receivable in the consolidated balance sheet.

Deferred Revenue and Remaining Performance Obligations

Deferred revenue at ~~July 28, 2023~~January 26, 2024 and April 28, 2023 was ~~$425~~$447 million and $405 million, respectively. At ~~July 28, 2023~~January 26, 2024 and April 28, 2023, ~~$334~~$350 million and $314 million was included in other accrued expenses, respectively, and ~~$90~~$97 million and $91 million was included in other liabilities, respectively. During the ~~three~~nine months ended ~~July 28, 2023,~~January 26, 2024, the Company recognized ~~$124~~$274 million of revenue that was included in deferred revenue as of April 28, 2023.

~~Medtronic plc~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Remaining performance obligations include goods and services that have not yet been delivered or provided under existing, noncancellable contracts with minimum purchase commitments. At ~~July 28, 2023,~~January 26, 2024, the estimated revenue expected to be recognized in future periods related to unsatisfied performance obligations for executed contracts with an original duration of one year or more was approximately ~~$0.6~~$0.5 billion. The Company expects to recognize revenue on the majority of these remaining performance obligations over the next three years.

4. Acquisitions and Dispositions

~~Fiscal Year 2024~~

~~The Company had no acquisitions that were accounted for as business combinations during~~During the ~~three~~nine months ended ~~July 28, 2023. For~~January 26, 2024 and January 27, 2023, the ~~three months ended July 28, 2023, purchase price allocation adjustments were not significant.~~

~~Fiscal Year 2023~~

~~The~~ Company had acquisitions that were accounted for as business ~~combinations during the three months ended July 29, 2022.~~combinations. The assets and liabilities of the businesses acquired were recorded and consolidated on the acquisition date at their respective fair values. Goodwill resulting from business combinations is largely attributable to future, yet to be defined technologies, new customer relationships, existing workforce of the acquired businesses, and synergies expected to arise after the Company's acquisition of these businesses. The pro forma impact of these acquisitions was not significant, either individually or in the aggregate, to the consolidated results of the Company for the three and nine months ended ~~July 29, 2022.~~January 26, 2024 and January 27, 2023. The results of operations of acquired businesses have been included in the Company's consolidated statements of income since the date each business was acquired. For the three and nine months ended ~~July 29, 2022,~~January 26, 2024 and January 27, 2023, purchase price allocation adjustments were not significant.

Fiscal Year 2024

The acquisition date fair value of net assets acquired during the nine months ended January 26, 2024 was $107 million. Based on preliminary valuations, assets acquired were primarily comprised of $51 million of goodwill and $29 million of technology-based intangible assets with estimated useful lives of 10 years. The goodwill is deductible for tax purposes. The Company recognized $25 million of non-cash contingent consideration liabilities in connection with these business combinations during the nine months ended January 26, 2024, which are comprised of revenue and product development milestone-based payments.

Fiscal Year 2023

Intersect ENT

On May 13, 2022, the Company acquired Intersect ENT, a global ear, nose, and throat (ENT) medical technology ~~leader which~~leader. The acquisition expands the Neuroscience segment portfolio of products used during ENT procedures, and combined with the Company's navigation, powered instruments, and existing tissue health products, offers a ~~broad~~broader suite of solutions to assist surgeons treating patients who suffer from chronic rhinosinusitis (CRS). Total consideration, net of cash acquired, for the transaction, in which the Company acquired all outstanding shares of Intersect ENT for $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 acquired $615 million of goodwill, $635 million of technology-based intangible assets, $35 million of customer-related intangible assets, and $13 million of tradenames with estimated useful lives of 20 years. The goodwill is not deductible for tax purposes.

Revenue and net loss attributable to Intersect ENT since the date of acquisition as well as costs incurred in connection with the acquisition included in the consolidated statements of income were not significant for the three and nine months ended ~~July 29, 2022.~~

~~The acquisition date fair values of the assets acquired and liabilities assumed were as follows:~~


~~(in millions)~~	~~Intersect ENT~~
~~Cash and cash equivalents~~	$	39
~~Inventory~~	32
~~Goodwill~~	~~615~~
~~Other intangible assets~~	~~683~~
~~Other assets~~	40
~~Total assets acquired~~	~~1,408~~

~~Current liabilities~~	63
~~Deferred tax liabilities~~	51
~~Other liabilities~~	18
~~Total liabilities assumed~~	~~131~~
~~Net assets acquired~~	$	~~1,277~~

January 27, 2023.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Affera, Inc.

On August 30, 2022, the Company acquired Affera, Inc. (Affera) a privately-held company focused on the development of cardiac mapping and navigation systems and catheter-based cardiac ablation technologies. The acquisition expands the Cardiovascular segment suite of advanced cardiac ablation products and accessories, including its first cardiac mapping and navigation platform. Total consideration, net of cash acquired for the transaction, was $904 million. The Company acquired $660 million of goodwill and $300 million of in-process research and development, which was capitalized into intangible assets during the fourth quarter of fiscal year 2023. The goodwill is not deductible for tax purposes. The Company recognized $201 million of contingent consideration liabilities in connection with the acquisition, which are comprised of product development milestone-based payments.

Revenue and net loss attributable to Affera since the date of acquisition as well as costs incurred in connection with the acquisition included in the consolidated statements of income were not significant for the three and nine months ended January 27, 2023.

The acquisition date fair values of the assets acquired and liabilities assumed were as follows:


(in millions)	Intersect ENT		Affera
Cash and cash equivalents	$	39	$	66
Inventory	32		—
Goodwill	615		660
Other intangible assets	683		300
Other assets	40		1
Total assets acquired	1,408		1,027

Current liabilities	63		2
Deferred tax liabilities	51		53
Other liabilities	18		1
Total liabilities assumed	131		56
Net assets acquired	$	1,277	$	970

Other acquisitions

For acquisitions, other than Intersect ENT and Affera, the acquisition date fair value of net assets acquired during the ~~three~~nine months ended ~~July 29, 2022,~~January 27, 2023 was $123 million. Assets acquired were primarily comprised of $66 million of goodwill and $57 million of technology-based intangible assets with estimated useful lives of 16 years. The goodwill is deductible for tax purposes. The Company recognized $73 million of non-cash contingent consideration liabilities in connection with these acquisitions during the nine months ended January 27, 2023, which are comprised of revenue and product development milestone-based payments.

Acquired In-Process Research & Development (IPR&D)

IPR&D with no alternative future use acquired outside of a business combination is expensed immediately. ~~During the three months ended July 28, 2023, the~~The Company did not acquire any IPR&D in connection with asset acquisitions of technology not yet ~~approved. During~~approved during the three months ended ~~July 29, 2022,~~January 26, 2024 and January 27, 2023. During the nine months ended January 26, 2024 and January 27, 2023, IPR&D acquired in connection with asset acquisitions of technology not yet approved ~~by regulators~~ was not significant.

Contingent Consideration

Certain of the Company’s business combinations involve potential payment of future consideration that is contingent upon the achievement of certain product development milestones and/or contingent on the acquired business reaching certain performance milestones. A liability is recorded for the estimated fair value of the contingent consideration on the acquisition date. The fair value of the contingent consideration is remeasured at each reporting period, and the change in fair value is recognized within other operating expense (income), net in the consolidated statements of income.

The fair value of contingent consideration liabilities at ~~July 28, 2023~~January 26, 2024 and April 28, 2023 was $172 million and $206 ~~million.~~million, respectively. At ~~July 28, 2023, $33~~January 26, 2024, $118 million was recorded in other accrued expenses, and ~~$173~~$55 million was recorded in other liabilities in the consolidated balance sheet. At April 28, 2023, $34 million was recorded in other accrued expenses, and $171 million was recorded in other liabilities in the consolidated balance sheet.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The following table provides a reconciliation of the beginning and ending balances of contingent consideration liabilities:

Three months ended

Nine months ended

(in millions)

July 28, 2023

July 29, 2022

(in millions)

January 26, 2024

January 27, 2023

January 26, 2024

January 27, 2023

Beginning balance

206

119

Purchase price contingent consideration

—

Payments

(3)

—

Payments

Change in fair value

Ending balance

206

193

The recurring Level 3 fair value measurements of contingent consideration for which a liability is recorded include the following significant unobservable inputs:

Fair Value at

(in millions)

July 28, 2023

Unobservable Input

Range

Weighted Average (1)

January 26, 2024

Unobservable Input

Range

Weighted Average (1)

Revenue and other performance-based payments

$81

Discount rate

11.2% - 27.2%

17.3%

Revenue and other performance-based payments

$76

Discount rate

11.2% - 31.0%

20.8%

Projected fiscal year of payment

2024 - 2027

2025

Projected fiscal year of payment

2024 - 2029

2026

Product development and other milestone-based payments

td25

Discount rate

3.9% - 5.5%

4.1%

Product development and other milestone-based payments

$96

Discount rate

4.0% - 5.5%

4.1%

Projected fiscal year of payment

2024 - 2027

2026

Projected fiscal year of payment

2024 - 2027

2025

(1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected fiscal year of payment, the amount represents the median of the inputs and is not a weighted average.

~~Medtronic plc~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

On April 1, 2023, the Company and DaVita Inc. (“DaVita”) completed the transaction for the Company to sell half of its Renal Care Solutions (RCS) business. In connection with the sale, the Company may be entitled to receive additional consideration based on the achievement of certain revenue, regulatory, and profitability milestones, with potential payouts starting in fiscal year 2025 through 2029. The fair value of the contingent consideration receivable at ~~July 28, 2023~~January, 26, 2024 and April 28, 2023 was ~~$152~~$150 million and $195 million, respectively, and was recorded in other assets in the consolidated balance sheet.

The following table provides a reconciliation of the beginning and ending balances of the Level 3 measurement of contingent consideration receivable:


~~(in millions)~~	~~July 28, 2023~~
~~Beginning balance~~	$	~~195~~
~~Change in fair value~~	~~(43)~~
~~Ending balance~~	$	~~152~~


	January 26, 2024
(in millions)	Three months ended		Nine months ended
Beginning balance	$	152	$	195
Change in fair value	(2)		(45)
Ending balance	$	150	$	150

Renal Care Solutions ~~disposition~~Disposition

On May 25, 2022, the Company and DaVita entered into a definitive agreement for the Company to sell half of its RCS business, and on April 1, 2023, completed the transaction, as further discussed above. This sale is part of an agreement between Medtronic and DaVita to form a new, independent kidney care-focused medical device company (“Mozarc Medical” or "Mozarc") with equal equity ownership. RCS was part of the Company’s Medical Surgical portfolio. At closing, the Company received $45 million cash consideration, recorded non-cash contingent consideration receivables valued at $195 million, made an additional cash investment of $224 million, and retained a 50% non-controlling equity interest in Mozarc valued at $307 million. For the contingent consideration receivables, the maximum consideration the Company could receive in the future is $300 million based on the achievement of the aforementioned milestones. The Company recorded a non-cash pre-tax ~~impairment~~charges of ~~$67~~$81 million, ~~in the three months ended July 29, 2022,~~ primarily related to impairment of goodwill and changes in the carrying amount of the disposal group, in the nine months ended January 27, 2023, recognized in o~~other~~ther operating expense (income), net in the consolidated statements of income. Refer to Note 10 to the consolidated financial statements for additional information on the goodwill impairment. Refer to Note 6 to the consolidated financial statements for additional information on the Company’s retained 50% equity investment in Mozarc as a result of this transaction.

The Company determined that the sale of the RCS business did not meet the criteria to be classified as discontinued operations.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

5. Restructuring and Other Costs

For the three and nine months ended ~~July 28, 2023,~~January 26, 2024, the Company incurred ~~$91~~$55 million and $237 million, respectively, of restructuring and associated costs primarily related to employee termination benefits and facility consolidations to support cost reduction initiatives. For the three and nine months ended ~~July 29, 2022,~~January 27, 2023, restructuring charges primarily related to the Enterprise Excellence and Simplification restructuring programs, both of which were substantially completed as of the end of fiscal year 2023. Enterprise Excellence was designed to leverage the Company’s global size and scale to focus on global operations, and functional and commercial optimization, and had total cumulative pre-tax charges of $1.8 billion. Simplification was designed to focus the organization on accelerating innovation, enhancing customer experience, driving revenue growth and winning market share, and had total cumulative pre-tax charges of $0.5 billion.

Employee-related costs primarily consist of termination benefits provided to employees who have been involuntarily terminated and voluntary early retirement benefits. Associated and other costs primarily include salaries and wages of employees that are fully-dedicated to restructuring programs, consulting expenses, and ~~consulting expenses.~~

~~Medtronic plc~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

asset write-offs.

The following table presents the classification of restructuring and associated costs in the consolidated statements of income:

Three months ended

Nine months ended

(in millions)

July 28, 2023

July 29, 2022

(in millions)

January 26, 2024

January 27, 2023

January 26, 2024

January 27, 2023

Cost of products sold

Selling, general, and administrative expenses

Restructuring charges, net

Total restructuring and associated costs

The following table summarizes the activity related to restructuring programs for the ~~three~~nine months ended ~~July 28, 2023:~~January 26, 2024:


(in millions)
(in millions)
(in millions)	(in millions)	Employee Termination Benefits		Associated Costs		Other Costs		Total		Employee Termination Benefits	Associated and Other Costs	Total
April 28, 2023	April 28, 2023	$	204	$	23	$	1	$	230
Charges	Charges	55		37		—		92
Cash payments	Cash payments	(147)		(53)		—		(201)
Settled non-cash
Accrual adjustments(1)	Accrual adjustments(1)	(2)		—		—		(2)
July 28, 2023		$	110	$	7	$	1	$	119
January 26, 2024

(1)Accrual adjustments primarily relate to certain employees identified for termination, finding other positions within the Company.

1112

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

6. Financial Instruments

Debt Securities

The Company holds investments in marketable debt securities that are classified and accounted for as available-for-sale and are remeasured on a recurring basis. The following tables summarize the Company's investments in available-for-sale debt securities by significant investment category and the related consolidated balance sheet classification at ~~July 28, 2023~~January 26, 2024 and April 28, 2023:


		July 28, 2023
		Valuation								Balance Sheet Classification
	January 26, 2024																			January 26, 2024
	Valuation																	Valuation					Balance Sheet Classification
(in millions)	(in millions)	Cost		Unrealized Gains		Unrealized Losses		Fair Value		Investments		Other Assets		(in millions)	Cost	Unrealized Gains	Unrealized Losses		Fair Value		Investments	Other Assets
Level 1:	Level 1:
U.S. government and agency securities	U.S. government and agency securities	$	549	$	—	$	(28)	$	521	$	521	$	—
U.S. government and agency securities
U.S. government and agency securities
Level 2:	Level 2:
Corporate debt securities
Corporate debt securities
Corporate debt securities	Corporate debt securities	4,219		5		(171)		4,053		4,053		—
U.S. government and agency securities	U.S. government and agency securities	897		—		(52)		845		845		—
Mortgage-backed securities	Mortgage-backed securities	574		—		(56)		518		518		—
Non-U.S. government and agency securities	Non-U.S. government and agency securities	14		—		—		14		14		—

Other asset-backed securities	Other asset-backed securities	601		—		(16)		585		585		—
Other asset-backed securities
Other asset-backed securities
Total Level 2	Total Level 2	6,305		5		(295)		6,015		6,015		—
Level 3:	Level 3:
Auction rate securities	Auction rate securities	36		—		(3)		33		—		33
Auction rate securities
Auction rate securities
Total available-for-sale debt securities	Total available-for-sale debt securities	$	6,890	$	5	$	(326)	$	6,570	$	6,537	$	33


	April 28, 2023
	Valuation								Balance Sheet Classification
(in millions)	Cost		Unrealized Gains		Unrealized Losses		Fair Value		Investments		Other Assets
Level 1:
U.S. government and agency securities	$	527	$	—	$	(22)	$	505	$	505	$	—
Level 2:
Corporate debt securities	4,140		6		(162)		3,984		3,984		—
U.S. government and agency securities	879		—		(45)		834		834		—
Mortgage-backed securities	560		—		(54)		506		506		—
Non-U.S. government and agency securities	15		—		—		15		15		—
Certificates of deposit	10		—		—		10		10		—
Other asset-backed securities	580		—		(19)		561		561		—
Total Level 2	6,185		6		(281)		5,911		5,911		—
Level 3:
Auction rate securities	36		—		(3)		33		—		33
Total available-for-sale debt securities	$	6,748	$	6	$	(305)	$	6,449	$	6,416	$	33

The amortized cost of debt securities excludes accrued interest, which is reported in other current assets in the consolidated balance sheets.

1213

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The following tables present the gross unrealized losses and fair values of the Company’s available-for-sale debt securities that have been in a continuous unrealized loss position deemed to be temporary, aggregated by investment category at ~~July 28, 2023~~January 26, 2024 and April 28, 2023:


		July 28, 2023									January 26, 2024
		Less than 12 months				More than 12 months					Less than 12 months		More than 12 months
(in millions)	(in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		(in millions)	Fair Value	Unrealized Losses		Fair Value	Unrealized Losses
Corporate debt securities	Corporate debt securities	$	376	$	(6)	$	2,896	$	(165)
U.S. government and agency securities	U.S. government and agency securities	86		(2)		860		(78)
Mortgage-backed securities	Mortgage-backed securities	26		(1)		463		(55)
Other asset-backed securities	Other asset-backed securities	—		—		534		(16)
Auction rate securities	Auction rate securities	—		—		33		(3)
Total	Total	$	488	$	(9)	$	4,786	$	(317)


	April 28, 2023
	Less than 12 months				More than 12 months
(in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Corporate debt securities	$	286	$	(4)	$	2,901	$	(158)
U.S. government and agency securities	89		(3)		821		(64)
Mortgage-backed securities	26		(1)		460		(53)
Other asset-backed securities	—		—		545		(19)
Auction rate securities	—		—		33		(3)
Total	$	401	$	(8)	$	4,760	$	(297)

The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. There were no transfers into or out of Level 3 during the three and nine months ended ~~July 28, 2023~~January 26, 2024 and ~~July 29, 2022.~~January 27, 2023. When a determination is made to classify an asset or liability within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement.

Activity related to the Company’s available-for-sale debt securities portfolio is as follows:

Three months ended

Nine months ended

(in millions)

July 28, 2023

July 29, 2022

(in millions)

January 26, 2024

January 27, 2023

January 26, 2024

January 27, 2023

Proceeds from sales

1,747

1,864

Gross realized gains

Gross realized losses

(12)

(9)

The ~~July 28, 2023~~January 26, 2024 balance of available-for-sale debt securities by contractual maturity is shown in the following table. Within the table, maturities of mortgage-backed securities have been allocated based upon timing of estimated cash flows assuming no change in the current interest rate environment. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.


(in millions)	~~July 28, 2023~~January 26, 2024
Due in one year or less	$	~~1,339~~1,483
Due after one year through five years	~~3,799~~3,707
Due after five years through ten years	~~761~~713
Due after ten years	~~672~~798
Total	$	~~6,570~~6,700

Interest income is recognized in other non-operating income, net, in the consolidated statements of income. During the three and nine months ended ~~July 28, 2023 and July 29, 2022,~~January 26, 2024, there was ~~$111~~$170 million and ~~$55~~$429 million of interest income, respectively. During the three and nine months ended January 27, 2023, there was $118 million and $246 million of interest income, respectively.

1314

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Equity Securities, Equity Method Investments, and Other Investments

The Company holds investments in equity securities with readily determinable fair values, equity method investments for which the Company has elected the fair value option, equity investments without readily determinable fair values, investments accounted for under the equity method, and other investments. Equity securities with readily determinable fair values are included in Level 1 of the fair value hierarchy, as they are measured using quoted market prices. Equity method investments for which the Company has elected the fair value option are included within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs to determine fair value. To determine the fair value of these investments, the Company uses a discounted cash flow methodology, taking into consideration various assumptions including discount rate, and all pertinent financial information available related to the investees, including historical financial statements and projected future cash flows. Equity investments that do not have readily determinable fair values, and that are not accounted for via the fair value option, are included within Level 3 of the fair value hierarchy, as they are measured using the measurement alternative at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

The following table summarizes the Company's equity and other investments at ~~July 28, 2023~~January 26, 2024 and April 28, 2023, which are classified as primarily other assets in the consolidated balance sheets:


(in millions)	(in millions)	July 28, 2023		April 28, 2023		(in millions)	January 26, 2024	April 28, 2023
Investments with readily determinable fair value (marketable equity securities)	Investments with readily determinable fair value (marketable equity securities)	$	51	$	115
Investments for which the fair value option has been elected	Investments for which the fair value option has been elected	531		531		Investments for which the fair value option has been elected	493	531
Investments without readily determinable fair values	Investments without readily determinable fair values	899		872
Equity method and other investments	Equity method and other investments	88		89
Total equity and other investments	Total equity and other investments	$	1,569	$	1,607

Gains and losses on the Company's portfolio of equity and other investments are recognized in other non-operating income, net in the consolidated statements of income. During the three and nine months ended ~~July 28, 2023,~~January 26, 2024, there were ~~$64~~$25 million and $95 million of net unrealized losses, respectively, on equity securities and other investments still held at ~~July 28, 2023.~~January 26, 2024. During the three and nine months ended ~~July 29, 2022,~~January 27, 2023, there were $8$10 million and $15 million of net unrealized gains, respectively, on equity securities and other investments still held at ~~July 29, 2022.~~January 27, 2023.

Mozarc Medical Investment

On April 1, 2023, the Company sold half of its RCS business to Mozarc, and as a result of the transaction the Company retained a 50% equity interest in Mozarc. Refer to Note 4 for additional information on this transaction. Although the equity investment provides the Company with the ability to exercise significant influence over Mozarc, the Company has elected the fair value option to account for this equity investment. The Company believes the fair value option best reflects the economics of the underlying transaction.

Under the fair value option, changes in the fair value of the investment are recognized through earnings each reporting period in other non-operating income, net in the consolidated statements of income. During the three and nine months ended ~~July 28, 2023,~~January 26, 2024, the ~~change in fair value was insignificant.~~Company recognized a loss of $39 million.

7. Financing Arrangements

Commercial Paper

The Company maintains commercial paper programs that allow the Company to issue U.S. dollar or Euro-denominated unsecured commercial paper notes. The aggregate amount outstanding at any time under the commercial paper programs may not exceed the equivalent of $3.5 billion. Commercial paper outstanding at ~~July 28, 2023~~January 26, 2024 was ~~$500 million.~~$1.0 billion. During the three months ended ~~July 28, 2023,~~January 26, 2024, the commercial paper outstanding had a weighted average original maturity of 1423 days and a weighted average interest rate of ~~5.262~~5.508 percent. During the nine months ended January 26, 2024, the commercial paper outstanding had a weighted average original maturity of 20 days and a weighted average interest rate of 5.443 percent. No commercial paper was outstanding at April 28, 2023. The issuance of commercial paper reduces the amount of credit available under the Company’s existing Credit Facility, as defined below.

Line of Credit

The Company has a $3.5 billion five-year unsecured revolving credit facility (Credit Facility), which provides back-up funding for the commercial paper programs described above. The Credit Facility includes a multi-currency borrowing feature for certain specified foreign currencies. At ~~July 28, 2023~~January 26, 2024 and April 28, 2023, no amounts were outstanding under the Credit Facility.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Interest rates on advances on the Credit Facility are determined by a pricing matrix, based on the Company’s long-term debt ratings, assigned by Standard & Poor’s Ratings Services and Moody’s Investors Service. Facility fees are payable on the Credit Facility and are determined in the same manner as the interest rates. The Company is in compliance with the covenants under the Credit Facility.

~~Medtronic plc~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Debt Obligations

The Company's debt obligations consisted of the following:


(in millions)	(in millions)	Maturity by Fiscal Year	July 28, 2023		April 28, 2023		(in millions)	Maturity by Fiscal Year	January 26, 2024	April 28, 2023
Current debt obligations	Current debt obligations	2024 - 2025	$	519	$	20

Long-term debt	Long-term debt
Long-term debt
Long-term debt
0.250 percent six-year 2019 senior notes
0.250 percent six-year 2019 senior notes
0.250 percent six-year 2019 senior notes	0.250 percent six-year 2019 senior notes	2026	1,105		1,097
2.625 percent three-year 2022 senior notes	2.625 percent three-year 2022 senior notes	2026	552		549
0.000 percent five-year 2020 senior notes	0.000 percent five-year 2020 senior notes	2026	1,105		1,097
1.125 percent eight-year 2019 senior notes	1.125 percent eight-year 2019 senior notes	2027	1,657		1,646
4.250 percent five-year 2023 senior notes	4.250 percent five-year 2023 senior notes	2028	1,000		1,000
3.000 percent six-year 2022 senior notes	3.000 percent six-year 2022 senior notes	2029	1,105		1,097
0.375 percent eight-year 2020 senior notes	0.375 percent eight-year 2020 senior notes	2029	1,105		1,097
1.625 percent twelve-year 2019 senior notes	1.625 percent twelve-year 2019 senior notes	2031	1,105		1,097
1.000 percent twelve-year 2019 senior notes	1.000 percent twelve-year 2019 senior notes	2032	1,105		1,097
3.125 percent nine-year 2022 senior notes	3.125 percent nine-year 2022 senior notes	2032	1,105		1,097
0.750 percent twelve-year 2020 senior notes	0.750 percent twelve-year 2020 senior notes	2033	1,105		1,097
4.500 percent ten-year 2023 senior notes	4.500 percent ten-year 2023 senior notes	2033	1,000		1,000
3.375 percent twelve-year 2022 senior notes	3.375 percent twelve-year 2022 senior notes	2035	1,105		1,097
4.375 percent twenty-year 2015 senior notes	4.375 percent twenty-year 2015 senior notes	2035	1,932		1,932
6.550 percent thirty-year 2007 CIFSA senior notes	6.550 percent thirty-year 2007 CIFSA senior notes	2038	253		253
2.250 percent twenty-year 2019 senior notes	2.250 percent twenty-year 2019 senior notes	2039	1,105		1,097
6.500 percent thirty-year 2009 senior notes	6.500 percent thirty-year 2009 senior notes	2039	158		158
1.500 percent twenty-year 2019 senior notes	1.500 percent twenty-year 2019 senior notes	2040	1,105		1,097
5.550 percent thirty-year 2010 senior notes	5.550 percent thirty-year 2010 senior notes	2040	224		224
1.375 percent twenty-year 2020 senior notes	1.375 percent twenty-year 2020 senior notes	2041	1,105		1,097
4.500 percent thirty-year 2012 senior notes	4.500 percent thirty-year 2012 senior notes	2042	105		105
4.000 percent thirty-year 2013 senior notes	4.000 percent thirty-year 2013 senior notes	2043	305		305
4.625 percent thirty-year 2014 senior notes	4.625 percent thirty-year 2014 senior notes	2044	127		127
4.625 percent thirty-year 2015 senior notes	4.625 percent thirty-year 2015 senior notes	2045	1,813		1,813
1.750 percent thirty-year 2019 senior notes	1.750 percent thirty-year 2019 senior notes	2050	1,105		1,097
1.625 percent thirty-year 2020 senior notes	1.625 percent thirty-year 2020 senior notes	2051	1,105		1,097

Finance lease obligations	Finance lease obligations	2024 - 2036	57		57
Finance lease obligations
Finance lease obligations
Deferred financing costs	Deferred financing costs	2026 - 2051	(120)		(124)
Debt discount, net	Debt discount, net	2026 - 2051	(65)		(64)
Total long-term debt	Total long-term debt		$	24,463	$	24,344

Senior Notes

The Company has outstanding unsecured senior obligations, described as senior notes in the tables above (collectively, the Senior Notes). The Senior Notes rank equally with all other unsecured and unsubordinated indebtedness of the Company. The Company is in compliance with all covenants related to the Senior Notes.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

In September 2022, Medtronic ~~Luxco~~Global Holdings S.C.A. (Medtronic Luxco) issued four tranches of Euro-denominated Senior Notes with an aggregate principal of €3.5 billion, with maturities ranging from fiscal year 2026 to 2035, resulting in cash proceeds of approximately $3.4 billion, net of discounts and issuance costs. The Company used the net proceeds to repay at maturity €750 million of Medtronic Luxco Senior Notes for $772 million of total consideration in December 2022 and €2.8 billion of Medtronic Luxco Senior Notes for $2.9 billion of total consideration in March 2023.

~~Medtronic plc~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

In March 2023, Medtronic Luxco issued two tranches of USD-denominated Senior Notes with an aggregate principal of $2.0 billion, with maturities ranging from fiscal year 2028 to 2033, resulting in cash proceeds of approximately $2.0 billion, net of discounts and issuance costs. The Company used the net proceeds supplemented by additional cash to repay the ¥297 billion Fiscal 2023 Loan Agreement discussed below for $2.3 billion of total consideration.

The Euro-denominated debt issued in September 2022 is designated as a net investment hedge of certain of the Company's European operations. Refer to Note 8 for additional information regarding the net investment hedge.

Term Loan Agreements

In May 2022, Medtronic Luxco entered into a term loan agreement (Fiscal 2023 Loan Agreement) by and among Medtronic Luxco, Medtronic plc, Medtronic, Inc., and Mizuho Bank, Ltd. as administrative agent and as lender. The Fiscal 2023 Loan Agreement provides 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 Loan 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 and Medtronic, Inc. have guaranteed the obligations of Medtronic Luxco under the Fiscal 2023 Loan Agreement. In May and June 2022, Medtronic Luxco borrowed an aggregate of ¥297 billion, or approximately $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 redemption of $1.9 billion of Medtronic Inc.'s 3.500% Senior Notes due 2025 for $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. The Company recognized a total loss on debt extinguishment of $53 million in the three months ended July 29, 2022, which primarily includes cash premiums and accelerated amortization of deferred financing costs and debt discounts and premiums. The loss was recognized in interest expense, net in the consolidated statements of ~~income.~~income during the nine months ended January 27, 2023. During the fourth quarter of fiscal year 2023, the Company repaid the term loan in full, including interest.

Financial Instruments Not Measured at Fair Value

At ~~July 28, 2023,~~January 26, 2024, the estimated fair value of the Company’s Senior Notes was ~~$21.4~~$21.8 billion compared to a principal value of ~~$24.6~~$24.3 billion. At April 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 market prices for the publicly registered Senior Notes, which are classified as Level 2 within the fair value hierarchy. The fair values and principal values consider the terms of the related debt and exclude the impacts of debt discounts and hedging activity.

8. Derivatives and Currency Exchange Risk Management

The Company uses derivative instruments and foreign currency denominated debt to manage the impact that currency exchange rate and interest rate changes have on reported financial statements. The Company does not enter into derivative contracts for speculative purposes.

Cash Flow Hedges

The Company uses foreign currency forward and option contracts designated as cash flow hedges to manage its exposure to the variability of future cash flows that are denominated in a foreign currency.

At inception, foreign currency forward and option contracts are designated as cash flow hedges. Changes in the fair value of these derivatives are reported as a component of accumulated other comprehensive loss until the hedged transaction affects earnings. When the hedged transaction affects earnings, the gain or loss on the derivative is reclassified to earnings. Amounts excluded from the measurement of hedge effectiveness are recognized in earnings on a straight-line basis over the term of the hedge. Cash flows are reported as operating activities in the consolidated statements of cash flows.

The Company's cash flow hedges will mature within the subsequent three-year period. At ~~July 28, 2023~~January 26, 2024 and April 28, 2023, the Company had ~~$63~~$167 million and $93 million in after-tax unrealized gains, respectively, associated with cash flow hedging instruments recorded in accumulated other comprehensive ~~loss.~~loss. The Company expects that ~~$122~~$140 million of after-tax net unrealized gains at ~~July 28, 2023~~January 26, 2024 will be recognized in the consolidated statements of income over the next 12 months.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Net Investment Hedges

The Company uses derivative instruments and foreign currency denominated debt to manage foreign currency risk associated with its net investment in foreign operations. The derivative instruments that the Company uses for this purpose may include foreign currency forward exchange contracts used on a standalone basis or in combination with option collars and standalone cross currency interest rate contracts.

For instruments that are designated as net investment hedges, the gains or losses are reported as a component of accumulated other comprehensive loss. The gains or losses are reclassified into earnings upon a liquidation event or deconsolidation of the foreign subsidiary. Amounts excluded from the assessment of effectiveness are recognized in interest expense, net on a straight-line basis over the term of the hedge. During the three and nine months ended ~~July 28, 2023 and July 29, 2022,~~January 26, 2024, the Company recognized $49 million and ~~$21~~$148 million, respectively, in ~~after-tax~~gains representing excluded components in interest expense, net. During the three and nine months ended January 27, 2023, the Company recognized $26 million and $74 million in unrealized gains representing excluded components in interest expense, net. The cash flows related to the Company's derivative instruments

~~Medtronic plc~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

designated as net investment hedges are reported as investing activities in the consolidated statements of cash flows. Cash flows attributable to amounts excluded from the assessment of effectiveness are reported as operating activities in the consolidated statements of cash flows.

Undesignated Derivatives

The Company uses foreign currency forward exchange contracts to offset the Company’s exposure to the change in the value of non-functional currency denominated assets, liabilities, and cash flows.

These foreign currency forward exchange rate contracts are not designated as hedges at inception, and therefore, changes in the fair value of these contracts are recognized in the consolidated statements of income. Cash flows related to the Company’s undesignated derivative contracts are reported in the consolidated statements of cash flows based on the nature of the derivative instrument.

Outstanding Instruments

The following table presents the contractual amounts of the Company's outstanding instruments:

As of

(in billions)

Designation

July 28, 2023

April 28, 2023

(in billions)

Designation

January 26, 2024

April 28, 2023

Currency exchange rate contracts(1)

Cash flow hedge

10.0

9.1

Currency exchange rate contracts

Currency exchange rate contracts(1)

Net investment hedge

7.3

7.2

Foreign currency-denominated debt(2)

Net investment hedge

17.7

17.6

Currency exchange rate contracts

Undesignated

5.7

5.8

(1)At ~~July 28, 2023,~~January 26, 2024, includes derivative contracts with a notional value of ~~€4.5~~€5.0 billion, or ~~$5.0~~$5.4 billion, designated as hedges of a portion of our net investment in certain European operations and derivative contracts with a notional value of ¥322.2 billion, or ~~$2.3~~$2.2 billion, designated as hedges of a portion of our net investment in certain Japanese operations. These derivative contracts mature in fiscal years ~~2024~~2025 through 2033.

(2)At ~~July 28, 2023,~~January 26, 2024, includes €16.0 billion, or ~~$17.7~~$17.4 billion, of outstanding Euro-denominated debt as hedges of a portion our net investment in foreign operations. This debt matures in fiscal years 2026 through 2051.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Gains and Losses on Hedging Instruments and Derivatives not Designated as Hedging Instruments

The amount of the gains and losses on ~~our~~ hedging instruments and the classification of those gains and losses within our consolidated financial statements for the three and nine months ended ~~July 28,~~January 26, 2024 and January 27, 2023 ~~and July 29, 2022~~ were as follows:

(Gain) Loss Recognized in Accumulated Other Comprehensive Loss (Gain) Loss Reclassified into Income
Three months ended Three months ended Location of (Gain) Loss in Income Statement
(in millions) July 28, 2023 July 29, 2022 July 28, 2023 July 29, 2022
Cash flow hedges
Currency exchange rate contracts $ (4) $ (342) $ (51) $ (137) Other operating expense, net
Currency exchange rate contracts (33) (34) (5) 18 Cost of products sold
Net investment hedges
Foreign currency-denominated debt 114 (945) — — N/A
Currency exchange rate contracts 30 (57) — — N/A
Total $ 106 $ (1,378) $ (56) $ (120)

~~Medtronic plc~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~


	(Gain) Loss Recognized in Accumulated Other Comprehensive Loss								(Gain) Loss Reclassified into Income

	Three months ended				Nine months ended				Three months ended				Nine months ended				Location of (Gain) Loss in Income Statement
(in millions)	January 26, 2024		January 27, 2023		January 26, 2024		January 27, 2023		January 26, 2024		January 27, 2023		January 26, 2024		January 27, 2023
Cash flow hedges
Currency exchange rate contracts	$	136	$	557	$	(263)	$	(51)	$	(83)	$	(199)	$	(209)	$	(542)	Other operating expense (income), net
Currency exchange rate contracts	23		155		(85)		(12)		(20)		(8)		(39)		12		Cost of products sold
Net investment hedges
Foreign currency-denominated debt	406		1,731		(206)		381		—		—		—		—		N/A
Currency exchange rate contracts	18		127		(142)		68		—		—		—		—		N/A
Total	$	584	$	2,570	$	(696)	$	386	$	(103)	$	(208)	$	(248)	$	(530)

The amount of the gains and losses on our derivative instruments not designated as hedging instruments and the classification of those gains and losses within our consolidated financial statements during the three and nine months ended ~~July 28,~~January 26, 2024 and January 27, 2023 ~~and July 29, 2022~~ were as follows:

(Gain) Loss Recognized in Income
Three months ended Location of (Gain) Loss in Income Statement
(in millions) July 28, 2023 July 29, 2022
Derivatives not designated as hedging instruments
Currency exchange rate contracts $ (2) $ 26 Other operating expense, net
Total return swaps (19) (1) Other operating expense, net
Total $ (21) $ 25


	(Gain) Loss Recognized in Income
	Three months ended				Nine months ended				Location of (Gain) Loss in Income Statement
(in millions)	January 26, 2024		January 27, 2023		January 26, 2024		January 27, 2023

Currency exchange rate contracts	$	(9)	$	(1)	$	83	$	46	Other operating expense (income), net

Balance Sheet Presentation

The following tables summarize the balance sheet classification and fair value of derivative instruments included in the consolidated balance sheets at ~~July 28, 2023~~January 26, 2024 and April 28, 2023. The fair value amounts are presented on a gross basis, and are segregated between derivatives that are designated and qualify as hedging instruments and those that are not designated and do not qualify as hedging instruments, and are further segregated by type of contract within those two categories.


		Fair Value - Assets					Fair Value - Liabilities						Fair Value - Assets													Fair Value - Liabilities
(in millions)	(in millions)	July 28, 2023		April 28, 2023		Balance Sheet Classification	July 28, 2023		April 28, 2023		Balance Sheet Classification	(in millions)	January 26, 2024					April 28, 2023					Balance Sheet Classification				January 26, 2024							April 28, 2023						Balance Sheet Classification
Derivatives designated as hedging instruments	Derivatives designated as hedging instruments											Derivatives designated as hedging instruments
Currency exchange rate contracts	Currency exchange rate contracts	$	300	$	318	Other current assets	$	136	$	109	Other accrued expenses	Currency exchange rate contracts	$	276		$		$	318		Other current assets				Other current assets				$	55		$			$	109		Other accrued expenses			Other accrued expenses

Currency exchange rate contracts	Currency exchange rate contracts	53		33		Other assets	121		117		Other liabilities
Currency exchange rate contracts
Currency exchange rate contracts													225					33					Other assets				32							117						Other liabilities
Total derivatives designated as hedging instruments	Total derivatives designated as hedging instruments	353		351			258		226
Derivatives not designated as hedging instruments	Derivatives not designated as hedging instruments
Derivatives not designated as hedging instruments
Derivatives not designated as hedging instruments
Currency exchange rate contracts
Currency exchange rate contracts
Currency exchange rate contracts	Currency exchange rate contracts	45		17		Other current assets	48		10		Other accrued expenses	21			17		17			Other current assets				Other current assets				22			10				10			Other accrued expenses			Other accrued expenses
Total return swaps	Total return swaps	24		—		Other current assets	—		—		Other accrued expenses	Total return swaps	26			—			—			Other current assets				Other current assets				—			—				—		Other accrued expenses			Other accrued expenses

Total derivatives not designated as hedging instruments	Total derivatives not designated as hedging instruments	68		17			48		10

Total derivatives not designated as hedging instruments

Total derivatives not designated as hedging instruments
Total derivatives	Total derivatives	$	421	$	368		$	306	$	236
Total derivatives
Total derivatives

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The following table provides information by level for the derivative assets and liabilities that are measured at fair value on a recurring basis.


		July 28, 2023				April 28, 2023
		January 26, 2024
		January 26, 2024
		January 26, 2024									April 28, 2023
(in millions)	(in millions)	Derivative Assets		Derivative Liabilities			Derivative Assets		Derivative Liabilities
Level 1	Level 1	$	398	$	306		$	368	$	236
Level 1
Level 1
Level 2
Level 2
Level 2	Level 2	24		—			—		—
Total	Total	$	421	$	306		$	368	$	236
Total
Total

The Company has elected to present the fair value of derivative assets and liabilities within the consolidated balance sheets on a gross basis, even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation. The cash flows related to collateral posted and received are reported gross as investing and financing activities, respectively, in the consolidated statements of cash flows.

~~Medtronic plc~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

The following tables provide information as if the Company had elected to offset the asset and liability balances of derivative instruments, netted in accordance with various criteria as stipulated by the terms of the master netting arrangements with each of the counterparties. Derivatives not subject to master netting arrangements are not eligible for net presentation.


			July 28, 2023
						Gross Amount Not Offset on the Balance Sheet
			January 26, 2024
			January 26, 2024
			January 26, 2024
					Gross Amount Not Offset on the Balance Sheet
(in millions)
(in millions)
(in millions)	(in millions)		Gross Amount of Recognized Assets (Liabilities)			Financial Instruments		Cash Collateral (Received) Posted		Net Amount		Gross Amount of Recognized Assets (Liabilities)	Financial Instruments	Cash Collateral (Received) Posted	Net Amount
Derivative assets:	Derivative assets:
Currency exchange rate contracts
Currency exchange rate contracts
Currency exchange rate contracts	Currency exchange rate contracts		$	398		$	(223)	$	(6)	$	168

Total return swaps	Total return swaps		24			—		—		24
			421			(223)		(6)		192
Total return swaps

Total return swaps
		549
Derivative liabilities:	Derivative liabilities:
Currency exchange rate contracts
Currency exchange rate contracts
Currency exchange rate contracts	Currency exchange rate contracts		(306)			223		1		(82)

Total	Total		$	115		$	—	$	(5)	$	110

Total

Total


	April 28, 2023
			Gross Amount Not Offset on the Balance Sheet
(in millions)	Gross Amount of Recognized Assets (Liabilities)		Financial Instruments		Cash Collateral (Received) Posted		Net Amount
Derivative assets:
Currency exchange rate contracts	$	368	$	(189)	$	(11)	$	168




Derivative liabilities:
Currency exchange rate contracts	(236)		189		—		(48)




Total	$	132	$	—	$	(11)	$	121

9. Inventories

Inventory balances, net of reserves, were as follows:


(in millions)	(in millions)	July 28, 2023		April 28, 2023		(in millions)	January 26, 2024	April 28, 2023
Finished goods	Finished goods	$	3,723	$	3,440
Work-in-process	Work-in-process	816		789
Raw materials	Raw materials	1,130		1,063
Total	Total	$	5,668	$	5,293

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

10. Goodwill and Other Intangible Assets

Goodwill

The following table presents the changes in the carrying amount of goodwill by segment:

(in millions) Cardiovascular Medical Surgical Neuroscience Diabetes Total
April 28, 2023 $ 7,873 $ 19,579 $ 11,718 $ 2,255 $ 41,425
Purchase accounting adjustments (6) — — — (6)
Currency translation and other 13 11 (7) — 17
July 28, 2023 $ 7,880 $ 19,590 $ 11,711 $ 2,255 $ 41,436

~~Medtronic plc~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~


(in millions)	Cardiovascular		Neuroscience		Medical Surgical		Diabetes		Total
April 28, 2023	$	7,873	$	11,718	$	19,579	$	2,255	$	41,425
Goodwill as a result of acquisitions	51		—		—		—		51
Purchase accounting adjustments	(5)		—		—		—		(5)
Currency translation and other	(13)		(44)		(254)		—		(311)
January 26, 2024	$	7,906	$	11,674	$	19,325	$	2,255	$	41,160

As further described in Note 17, the Company has certain new operating segments as of the beginning of fiscal year 2024. Each new operating segment is considered a standalone reporting unit as of the beginning of fiscal year 2024. As a result of the ~~change,~~realignment of the operating segment structure, the Company allocated all goodwill that was previously assigned to the Medical Surgical reporting unit to the new reporting units using a relative fair value allocation approach. Reporting units were tested for impairment before and after the alignment. No goodwill impairment was identified in either ~~test;~~test as of the beginning of the fiscal year 2024; however, the Patient Monitoring & Respiratory Interventions reporting unit had an estimated fair value that exceeded its carrying value by less than 10 percent. As of July 28, 2023, $3.0 billion of goodwill was allocated to the Patient Monitoring & Respiratory Interventions reporting unit.

The Company assesses goodwill ~~allocation and the tests~~ for impairment ~~of goodwill require the Company to make several estimates related to projected future cash flows to determine the fair value~~annually as of the first day of the third quarter of the fiscal year and whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired. Impairment testing for goodwill is performed at the reporting ~~units.~~unit level. The Company calculates the excess of each reporting unit's fair value over its carrying amount, including goodwill, utilizing a discounted cash flow ~~analysis. The test for goodwill is based on future~~analysis and revenue and earnings multiples using comparable public company information. Significant assumptions used in reporting unit fair value measurements include forecasted cash flows, ~~that require significant judgment with respect to future~~including revenue and expense growth rates, discount rates, and ~~discount rates. The discount rate applied to the cash flow analysis is based on the weighted average cost of capital (“WACC”) for each reporting unit.~~revenue and earnings multiples. An impairment loss is recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. A change in any of these estimates and assumptions could produce a different fair value, which could have a material impact on the Company's results of operations. No goodwill impairment was recognized during the three and nine months ended January 26, 2024 and the three months ended January 27, 2023. As of January 26, 2024, the Patient Monitoring & Respiratory Interventions reporting unit had an estimated fair value that exceeded its carrying value by greater than 10 percent.

As a result of the agreement with DaVita, as disclosed in Note 4 to the consolidated financial statements, the Company allocated $208 million of goodwill to the RCS business that met the criteria to be classified as held for sale during the first quarter of fiscal year 2023 and was subsequently sold on April 1, 2023. Upon allocation, a goodwill impairment test was performed for the RCS business, and the Company recognized $61 million of goodwill impairment during the ~~three~~nine months ended ~~July 29, 2022.~~January 27, 2023. The goodwill impairment charges ~~are~~were recognized in other operating expense (income), net in the consolidated statements of income.

~~Intangible Assets~~

The following table presents the gross carrying amount and accumulated amortization of intangible assets:


		July 28, 2023				April 28, 2023
	January 26, 2024												January 26, 2024		April 28, 2023
(in millions)	(in millions)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization		(in millions)	Gross Carrying Amount	Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Definite-lived:	Definite-lived:
Customer-related
Customer-related
Customer-related	Customer-related	$	16,956	$	(8,221)	$	16,956	$	(7,979)
Purchased technology and patents	Purchased technology and patents	11,664		(6,451)		11,659		(6,277)
Trademarks and tradenames	Trademarks and tradenames	485		(282)		486		(280)
Other	Other	124		(73)		116		(69)
Total	Total	$	29,229	$	(15,027)	$	29,217	$	(14,605)
Indefinite-lived:	Indefinite-lived:
IPR&D	IPR&D	$	232	$	—	$	232	$	—
IPR&D
IPR&D

The Company did not recognize any definite-lived orintangible asset impairment charges during the three and nine months ended January 26, 2024 and January 27, 2023.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The Company did not recognize any indefinite-lived intangible asset ~~charges~~impairments during the three months ended ~~July 28, 2023~~January 26, 2024. Indefinite-lived intangible asset impairments were not significant for the nine months ended January 26, 2024 and ~~July 29, 2022.~~the three and nine months ended January 27, 2023. Due to the nature of IPR&D projects, the Company may experience future delays or failures to obtain regulatory approvals to conduct clinical trials, failures of clinical trials, delays or failures to obtain required market clearances, other failures to achieve a commercially viable product, or the discontinuation of certain projects, and as a result, may recognize impairment losses in the future.

~~Medtronic plc~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Amortization Expense

Intangible asset amortization expense for the three months ended ~~July 28,~~January 26, 2024 and January 27, 2023 ~~and July 29, 2022~~ was ~~$429~~$419 million and ~~$423~~$431 million, respectively. Intangible asset amortization expense for the nine months ended January 26, 2024 and January 27, 2023 was $1.3 billion. Estimated aggregate amortization expense by fiscal year based on the carrying value of definite-lived intangible assets at ~~July 28, 2023,~~January 26, 2024, excluding any possible future amortization associated with acquired IPR&D which has not yet met technological feasibility, is as follows:


(in millions)	(in millions)	Amortization Expense		(in millions)	Amortization Expense
Remaining 2024	Remaining 2024	$	1,256
2025	2025	1,654
2026	2026	1,642
2027	2027	1,619
2028	2028	1,568
2029	2029	1,489

11. Income Taxes

The Israeli Central-Lod District Court issued its decision in Medtronic Ventor Technologies Ltd (Ventor) v. Kfar Saba Assessing Office on June 1, 2023. The court determined that there was a deemed taxable transfer of intellectual property. As a result, the Company ~~has~~ recorded a $187 million income tax charge during the nine months ended January 26, 2024. During the three months ended ~~July 28, 2023. At this time,~~January 26, 2024, the Company ~~is evaluating whether or not it will~~filed an appeal with the ~~decision.~~Supreme Court of Israel.

The Company's effective tax rate for the three and nine months ended ~~July 28, 2023~~January 26, 2024 was ~~33.4%~~9.2% and 23.5%, respectively, as compared to ~~10.7%~~10.6% and 31.9% for the three and nine months ended January 27, 2023, respectively. The decrease in the effective tax rate for the three months ended ~~July 29, 2022. The increase in our effective tax rate~~January 26, 2024 primarily relates to ~~an income~~a Swiss Cantonal tax ~~reserve adjustment associated with the Ventor court decision discussed above,~~rate change on previously recorded deferred tax assets, which was partially offset by an increase in Puerto Rico withholding tax rates and finalization of certain tax returns and statute of limitation lapses for the ~~benefit from~~quarter ended January 27, 2023. The decrease in the ~~release~~effective tax rate for the nine months ended January 26, 2024 was attributable to the previously highlighted items and the $764 million income tax charge recorded during the nine months ended January 27, 2023 related to the U.S. Tax Court decision partially offset by the Ventor court decision noted above and the establishment of a valuation allowance ~~during the three months ended July 29, 2022.~~against certain net operating losses.

At ~~July 28, 2023~~January 26, 2024 and April 28, 2023, the Company's gross unrecognized tax benefits were $2.8 billion and $2.7 billion, respectively. In addition, the Company had accrued gross interest and penalties ~~of $154 million~~that were not significant at ~~July 28, 2023.~~January 26, 2024. If all of the Company’s unrecognized tax benefits were recognized, approximately $2.6 billion would impact the Company’s effective tax rate. At both ~~July 28, 2023~~January 26, 2024 and April 28, 2023, the amount of the Company's gross unrecognized tax benefits, net of cash advance, recorded as a noncurrent liability within accrued income taxes on the consolidated balance sheets was $1.8 billion. The Company recognizes interest and penalties related to income tax matters within income tax provision in the consolidated statements of income and records the liability within either current or noncurrent accrued income taxes on the consolidated balance sheets.

Refer to Note 16 to the consolidated financial statements for additional information regarding the status of current tax audits and proceedings.

12. Earnings Per Share

Basic earnings per share is computed based on the weighted average number of ordinary shares outstanding. Diluted earnings per share is computed based on the weighted number of ordinary shares outstanding, increased by the number of additional shares that would have been outstanding had the potentially dilutive ordinary shares been issued, and reduced by the number of shares the Company could have repurchased with the proceeds from issuance of the potentially dilutive shares. Potentially dilutive ordinary shares include stock-based awards granted under stock-based compensation plans and shares committed to be purchased under the employee stock purchase plan.

2122

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The table below sets forth the computation of basic and diluted earnings per share:

Three months ended

Nine months ended

(in millions, except per share data)

July 28, 2023

July 29, 2022

(in millions, except per share data)

January 26, 2024

January 27, 2023

January 26, 2024

January 27, 2023

Numerator:

Net income attributable to ordinary shareholders

791

929

Net income attributable to ordinary shareholders

Denominator:

Basic – weighted average shares outstanding

1,330.5

1,329.4

Basic – weighted average shares outstanding

Effect of dilutive securities:

Employee stock options

1.2

2.7

Employee restricted stock units

1.7

1.3

Employee performance share units

0.3

1.1

Diluted – weighted average shares outstanding

1,333.8

1,334.5

Basic earnings per share

0.59

0.70

Diluted earnings per share

0.59

0.70

The calculation of weighted average diluted shares outstanding excludes options to purchase approximately 2229 million and 1428 million ordinary shares for the three and nine months ended ~~July~~January 26, 2024, respectively, and 28 ~~2023~~million and ~~July 29, 2022,~~23 million ordinary shares for the three and nine months ended January 27, 2023, respectively, because their effect would have been anti-dilutive on the Company’s earnings per share.

13. Stock-Based Compensation

The following table presents the components and classification of stock-based compensation expense for stock options, restricted stock, performance share units, and employee stock purchase plan shares recognized for the three and nine months ended ~~July 28, 2023~~January 26, 2024 and ~~July 29, 2022:~~January 27, 2023:


		Three months ended				Three months ended			Nine months ended
(in millions)	(in millions)	July 28, 2023		July 29, 2022			(in millions)	January 26, 2024	January 27, 2023	January 26, 2024	January 27, 2023
Stock options	Stock options	$	12	$	12
Restricted stock	Restricted stock	38		27
Performance share units	Performance share units	12		12
Employee stock purchase plan	Employee stock purchase plan	11		11
Total stock-based compensation expense	Total stock-based compensation expense	$	73	$	62

Cost of products sold	Cost of products sold	$	7	$	6
Cost of products sold
Cost of products sold
Research and development expense	Research and development expense	9		7
Selling, general, and administrative expense	Selling, general, and administrative expense	58		49
Total stock-based compensation expense	Total stock-based compensation expense	73		62
Income tax benefits	Income tax benefits	(11)		(11)
Total stock-based compensation expense, net of tax	Total stock-based compensation expense, net of tax	$	62	$	51

2223

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

14. Retirement Benefit Plans

The Company sponsors various retirement benefit plans, including defined benefit pension plans, post-retirement medical plans, defined contribution savings plans, and termination indemnity plans, covering substantially all U.S. employees and many employees outside the U.S. The net periodic benefit cost of the defined benefit pension plans included the following components for the three and nine months ended ~~July 28, 2023~~January 26, 2024 and ~~July 29, 2022:~~January 27, 2023:

U.S.

Non-U.S.

U.S.

Non-U.S.

Three months ended

(in millions)

July 28, 2023

July 29, 2022

July 28, 2023

July 29, 2022

(in millions)

January 26, 2024

January 27, 2023

January 26, 2024

January 27, 2023

Service cost

Interest cost

Expected return on plan assets

(65)

(56)

(17)

(16)

Amortization of prior service cost

(1)

—

Amortization of net actuarial loss

—

Net periodic benefit (credit) cost

(6)

U.S.

Non-U.S.

Nine months ended

(in millions)

January 26, 2024

January 27, 2023

January 26, 2024

January 27, 2023

Service cost

Interest cost

Expected return on plan assets

Amortization of prior service cost

Amortization of net actuarial loss

Net periodic benefit (credit) cost

Components of net periodic benefit cost other than the service component are recognized in other non-operating income, net in the consolidated statements of income.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

15. Accumulated Other Comprehensive Loss

The following table provides changes in accumulated other comprehensive loss (AOCI), net of tax, and by component:


(in millions)	(in millions)	Unrealized (Loss) Gain on Investment Securities		Cumulative Translation Adjustments		Net Investment Hedges		Net Change in Retirement Obligations		Unrealized Gain (Loss) on Cash Flow Hedges		Total Accumulated Other Comprehensive (Loss) Income		(in millions)	Unrealized (Loss) Gain on Investment Securities	Cumulative Translation Adjustments	Net Investment Hedges	Net Change in Retirement Obligations	Unrealized Gain (Loss) on Cash Flow Hedges	Total Accumulated Other Comprehensive (Loss) Income
April 28, 2023	April 28, 2023	$	(258)	$	(2,839)	$	245	$	(741)	$	93	$	(3,499)
Other comprehensive income (loss) before reclassifications
Reclassifications
Other comprehensive income (loss)
January 26, 2024

(in millions)

(in millions)

(in millions)															Unrealized (Loss) Gain on Investment Securities	Cumulative Translation Adjustments	Net Investment Hedges	Net Change in Retirement Obligations	Unrealized Gain (Loss) on Cash Flow Hedges	Total Accumulated Other Comprehensive (Loss) Income
April 29, 2022
Other comprehensive (loss) income before reclassifications	Other comprehensive (loss) income before reclassifications	(28)		14		(143)		1		12		(144)
Reclassifications	Reclassifications	8		—		—		2		(42)		(32)
Other comprehensive (loss) income	Other comprehensive (loss) income	(19)		14		(143)		3		(30)		(175)
July 28, 2023		$	(277)	$	(2,825)	$	102	$	(738)	$	63	$	(3,674)

(in millions)		Unrealized (Loss) Gain on Investment Securities		Cumulative Translation Adjustment		Net Investment Hedges		Net Change in Retirement Obligations		Unrealized Gain (Loss) on Cash Flow Hedges		Total Accumulated Other Comprehensive (Loss) Income
April 29, 2022		$	(209)	$	(2,599)	$	841	$	(773)	$	474	$	(2,265)
Other comprehensive income (loss) before reclassifications		(22)		(881)		1,002		3		312		414
Reclassifications		6		—		—		(2)		(91)		(87)
Other comprehensive income (loss)		(16)		(881)		1,002		1		220		326

July 29, 2022		$	(225)	$	(3,480)	$	1,843	$	(772)	$	694	$	(1,939)
January 27, 2023
January 27, 2023
January 27, 2023

The income tax on gains and losses on investment securities in other comprehensive income before reclassifications during the ~~three~~nine months ended ~~July 28,~~January 26, 2024 and January 27, 2023, was an expense of $9 million and ~~July 29, 2022 was~~ a benefit of ~~$3 million and $9~~$22 million, respectively. During the ~~three~~nine months ended ~~July 28,~~January 26, 2024 and January 27, 2023, ~~and July 29, 2022,~~ realized gains and losses on investment securities reclassified from AOCI were reduced by income taxes of $3$4 million and $2$6 million, respectively. When realized, gains and losses on investment securities reclassified from AOCI are recognized within other non-operating income, net. Refer to Note 6 to the consolidated financial statements for additional information.

For the ~~three~~nine months ended ~~July 28, 2023,~~January 26, 2024, there was no income tax on cumulative translation adjustment. For the ~~three~~nine months ended ~~July 29, 2022,~~January 27, 2023, the income tax on cumulative translation adjustment was a benefit of $3$4 million.

~~Medtronic plc~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

During the ~~three~~nine months ended ~~July 28,~~January 26, 2024 and January 27, 2023, ~~and July 29, 2022,~~ there were no tax impacts on net investment hedges. Refer to Note 8 to the consolidated financial statements for additional information.

The net change in retirement obligations in other comprehensive income includes amortization of net actuarial losses included in net periodic benefit cost. During the ~~three~~nine months ended ~~July 28, 2023,~~January 26, 2024, there were no tax impacts on retirement obligations. During the ~~three~~nine months ended ~~July 29, 2022,~~January 27, 2023, the net change in retirement obligations in other comprehensive income before reclassifications resulted in income tax ~~expense~~benefit of $1 million. During the ~~three~~nine months ended ~~July 28,~~January 26, 2024 and January 27, 2023, ~~and July 29, 2022,~~ the gains and losses on defined benefit and pension items reclassified from AOCI were reduced by income taxes of $1$2 million and $6$8 million, respectively. When realized, net gains and losses on defined benefit and pension items reclassified from AOCI are recognized within other non-operating income, net. Refer to Note 14 to the consolidated financial statements for additional information.

The income tax on unrealized gains and losses on cash flow hedges in other comprehensive income before reclassifications during the ~~three~~nine months ended ~~July 28,~~January 26, 2024 and January 27, 2023, ~~and July 29, 2022,~~ was an expense of ~~$25~~$75 million and ~~$64~~$20 million, respectively. During the ~~three~~nine months ended ~~July 28,~~January 26, 2024 and January 27, 2023, ~~and July 29, 2022,~~ gains and losses on cash flow hedges reclassified from AOCI were reduced by income taxes of ~~$13~~$48 million and ~~$22~~$98 million, respectively. When realized, gains and losses on currency exchange rate contracts reclassified from AOCI are recognized within other operating expense (income), net or cost of products sold. Refer to Note 8 to the consolidated financial statements for additional information.

16. Commitments and Contingencies

Legal Matters

The Company and its affiliates are involved in a number of legal actions from time to time involving product liability, employment, intellectual property and commercial disputes, shareholder related matters, environmental proceedings, tax disputes, and governmental

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

proceedings and investigations, including those described below. With respect to governmental proceedings and investigations, like other companies in our industry, the Company is subject to extensive regulation by national, state, and local governmental agencies in the United States and in other jurisdictions in which the Company and its affiliates operate. As a result, interaction with governmental agencies is ongoing. The Company’s standard practice is to cooperate with regulators and investigators in responding to inquiries. The outcomes of legal actions are not within the Company’s complete control and may not be known for prolonged periods of time. In some actions, the enforcement agencies or private claimants seek damages, as well as other civil or criminal remedies (including injunctions barring the sale of products that are the subject of the proceeding), that could require significant expenditures, result in lost revenues, or limit the Company's ability to conduct business in the applicable jurisdictions.

The Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies related to legal actions when 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 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 reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required. Estimates of probable losses resulting from litigation and governmental proceedings involving the Company are inherently difficult to predict, particularly when the matters are in early procedural stages with incomplete scientific facts or legal discovery, involve unsubstantiated or indeterminate claims for damages, potentially involve penalties, fines or punitive damages, or could result in a change in business practice. The Company classifies certain specified litigation charges and gains related to significant legal matters as certain litigation charges in the consolidated statements of income. The Company recognized ~~$40 million of certain litigation charges during the three months ended July 28, 2023, whereas the Company recognized~~ no certain litigation charges during the three months ended ~~July 29, 2022.~~January 26, 2024 and the three and nine months ended January 27, 2023. The Company recognized $105 million of certain litigation charges during the nine months ended January 26, 2024. At ~~July 28, 2023~~January 26, 2024 and April 28, 2023, accrued litigation was approximately $0.2 billion and $0.3 ~~billion.~~billion, respectively. The ultimate cost to the Company with respect to accrued litigation could be materially different than the amount of the current estimates and accruals and could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows. The Company includes accrued litigation in other accrued expenses and other liabilities on the consolidated balance sheets. While it is not possible to predict the outcome for most of the legal matters discussed below, the Company believes it is possible that the costs associated with these matters could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.

Intellectual Property Matters

At any given time, the Company is involved in litigation relating to patents, trademarks, copyrights, trade secrets, and other intellectual property (IP) rights, and licenses, acquisitions or other agreements relating to such rights. This litigation includes, but is not limited to, alleged infringement or misappropriation of IP rights, or breach of obligations related to IP rights, or other claims asserted by competitors, individuals, or, consistent with a growing trend across technology-intensive industries, other entities created specifically to fund IP litigation. While the outcome of these litigation matters is inherently uncertain, it is possible that the results of such litigation could require the Company to pay significant monetary damages and/or royalty payments, and negatively impact the Company's ability to sell current or

~~Medtronic plc~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

future products, which could have a material adverse impact on the Company's business, results of operations, financial condition, and cash flows.

Colibri

The 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 California. Colibri alleges infringement of one patent by the Company’s Evolut family of transcatheter aortic valve replacement devices. The patent asserted by Colibri has expired. On February 8, 2023, a jury returned a verdict against the Company for approximately $106 million. In July 2023, the 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 this matter because it does not currently believe a loss is probable.

Product Liability Matters

~~Pelvic Mesh Litigation~~

The Company is currently involved in litigation in various state and federal courts against manufacturers of pelvic mesh products alleging personal injuries resulting from the implantation of those products. Two subsidiaries of Covidien supplied pelvic mesh products to one of the manufacturers, C.R. Bard (Bard), named in the litigation. The litigation includes a federal multi-district litigation in the U.S. District Court for the Northern District of West Virginia and cases in various state courts and jurisdictions outside the U.S. Generally, complaints allege design and manufacturing claims, failure to warn, breach of warranty, fraud, violations of state consumer protection laws and loss of consortium claims. In fiscal year 2016, Bard paid the Company $121 million towards the settlement of 11,000 of these claims.In May 2017, the agreement with Bard was amended to extend the terms to apply to up to an additional 5,000 claims. That agreement does not resolve the dispute between the Company and Bard with respect to claims that do not settle, if any. As part of the agreement, the Company and Bard agreed to dismiss without prejudice their pending litigation with respect to Bard’s obligation to defend and indemnify the Company. The Company estimates law firms representing approximately ~~16,200~~ ~~claimants have asserted or may assert claims involving products manufactured by Covidien’s subsidiaries.~~ ~~As of August 2, 2023, the Company had reached agreements to settle approximately 15,900~~ ~~of these claims. The Company's accrued expenses for this matter are included within accrued litigation as discussed above.~~

Hernia Mesh Litigation

Starting in fiscal year 2020, plaintiffs began filing lawsuits against certain subsidiaries of the Company in U.S. state and federal courts that allege personal injury from hernia mesh products sold by those subsidiaries. As of ~~August 2, 2023,~~January 31, 2024, the Company and certain of its subsidiaries have been named as defendants in lawsuits filed on behalf of approximately ~~7,450~~7,950 individual plaintiffs, and certain plaintiffs’ law firms have advised the Company that they may file additional cases in the future. Approximately ~~6,400~~6,500 plaintiffs have ~~filed~~pending lawsuits in a coordinated proceeding in Massachusetts state court, where they have been consolidated before a single judge. Approximately 500 plaintiffs have ~~filed~~pending lawsuits in a coordinated action in Minnesota state court, and there are approximately ~~550~~900 actions coordinated in a federal Multidistrict Litigation in the U.S. District Court for the District of ~~Massachusetts.~~Massachusetts plus seven one-off cases filed in other courts. The pending lawsuits relate almost entirely to hernia mesh products that have not been subject to recalls, withdrawals, or other adverse regulatory action. The Company has not recorded an expense related to damages in connection with these matters because any potential loss

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

is not currently probable and reasonably estimable. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.

Diabetes Pump Retainer Ring Litigation

Starting in fiscal year 2021, plaintiffs began filing lawsuits against the Diabetes operating unit in U.S. state and federal courts alleging personal injury from Series 600 insulin pumps with allegedly defective clear retainer rings that were subject to field corrective actions in 2019 and 2021. As of ~~August 3, 2023, 63~~February 5, 2024, 23 lawsuits have been filed on behalf of a total of 86 individual plaintiffs, ~~have filed lawsuits,~~ and certain plaintiffs’ law firms have notified the Company that they may file additional lawsuits in the future on behalf of thousands of additional claimants. Most of the filed suits are coordinated in California state court. The Company has not recorded an expense related to damages in connection with these matters because any potential loss is not currently probable and reasonably estimable. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.

Environmental Proceedings

The Company is a successor to several investigation and cleanup actions at various stages related to environmental remediation matters at a number of sites, including in Orrington, Maine. These projects relate to a variety of activities, including removal of solvents, metals and other hazardous substances from soil and groundwater. The ultimate cost of site cleanup and timing of future cash flows is difficult to predict given uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods.

~~Medtronic plc~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

The 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 Natural Resources Defense Council and the Maine People's Alliance relating to mercury contamination of the Penobscot River and Bay and options for remediating such contamination. In March 2021, the parties notified the court that they had agreed on a settlement in principle of all issues in this 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 approving the settlement and the parties are working with consultants on implementation of remedial activities. The final court order did not result in a change to the Company's previous accrual for this matter.

The Company's accrued expenses for these various environmental proceedings are included within accrued litigation as discussed above.

Anti-Corruption Matters

The Company has regular and ongoing interactions with governmental agencies, and its practice is to cooperate with such inquiries. In addition, from time to time, the Company self-discloses potential concerns to governmental regulators. Like many in the medical device industry or with international operations, the Company engages in periodic discussions with the U.S. Securities and Exchange Commission, U.S. Department of Justice, and various authorities in China regarding certain activities, largely involving historical conduct of third-party distributors, primarily in China. The Company is committed to regularly evaluating and, as appropriate, strengthening its anti-corruption compliance programs and practices. Any possible future determination that certain of our operations and activities, and/or those of our third-party distributors, are not in compliance with existing laws could result in the imposition of fines, penalties, and equitable remedies in the United States or in other jurisdictions. The Company has not recorded an expense in connection with these matters because any potential loss is not currently probable and reasonably estimable. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.

Income Taxes

In 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 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 income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico, which is one of the Company's key manufacturing sites. The 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 parties for fiscal years 2005 and 2006 whereby it generally rejected the IRS’s position, but also made certain modifications to the Medtronic, Inc. tax returns 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. ~~Oral argument for the Appeal occurred in March 2018.~~ The U.S. Court of Appeals issued its opinion in August 2018 and remanded the case back to the Tax Court for additional factual ~~findings, which it concluded in June 2021.~~findings. The Tax Court issued its second opinion onin August ~~18,~~ 2022, the IRS filed a Notice of Appeal to the U.S. Court of Appeals for the Eighth Circuit in September 2023, and ~~it remains subject to appeal by either or both parties. At this time, the Company is evaluating whether to file an appeal.~~Medtronic subsequently filed a cross-appeal in October 2023.

The IRS has issued its audit reports on Medtronic, Inc. for fiscal years 2007 through 2016. Medtronic, Inc. and the IRS have reached agreement on all significant issues except for the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico for the businesses that are the subject of the U.S. Tax Court matter for fiscal years 2005 and 2006.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Medtronic, Inc.’s fiscal years 2017, 2018, and 2019 U.S. federal income tax returns are currently being audited by the IRS.

Covidien LP (a wholly owned subsidiary of Medtronic plc) has either reached agreement with the IRS or the statute of limitations has lapsed on its U.S. federal income tax returns through fiscal year ~~2019.~~2020.

Although it is not possible to predict the outcome for most of the income tax matters discussed above, the Company believes it is possible that charges associated with these matters could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.

Refer to Note 11 for additional discussion of income taxes.

Guarantees

In the normal course of business, the Company and/or its affiliates periodically enter into agreements that require one or more of the Company and/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 Company or its affiliates’ products, the negligence of the Company's personnel, or claims alleging that the Company's products infringe on third-party patents or other intellectual property. The Company also offers warranties on various products. The Company’s maximum exposure under these guarantees is unable to be estimated. Historically, the Company has not experienced significant losses on these types of guarantees.

The Company believes the ultimate resolution of the above guarantees is not expected to have a material effect on the Company’s consolidated earnings, financial position, and/or cash flows.

17. Segment and Geographic Information

Segment disclosures are on a performance basis consistent with internal management reporting. Net sales of the Company's reportable segments include end-customer revenues from the sale of products the segment develops, manufactures, and distributes. The Company’s management evaluates performance of the segments and allocates resources based on net sales and segment operating profit. Segment operating profit represents income before income taxes, excluding interest income or expense, amortization of intangible assets, centralized distribution costs, currency impact of remeasurement and hedging, non-operating income or expense items, certain corporate charges, stock-based compensation, and other items not allocated to the segments.

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in Note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 28, 2023. Certain depreciable assets may be recorded by one segment, while the depreciation expense is allocated to another segment. The allocation of depreciation expense is based on the proportion of the assets used by each segment.

~~Medtronic plc~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

As of the beginning of fiscal year 2024, the Company realigned the operating segment structure as a result of how the Chief Operating Decision Maker assesses business performance. We continue to have four reportable segments: Cardiovascular Portfolio, Neuroscience Portfolio, Medical Surgical Portfolio, and Diabetes Operating Unit. The Medical Surgical Portfolio now consists of two operating segments which have been aggregated based upon similar economic and operating characteristics. Prior period segment operating profit has been recast to reflect the new reporting structure, which primarily includes allocating certain prior Medical Surgical businesses to the Other line. Prior period amounts have also been recast to reallocate certain expenses from segment operating profit to centralized distribution costs to conform to classifications used in the current year.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The following tables present reconciliations of financial information from the segments to the applicable line items in the Company's consolidated financial statements:

Segment Operating Profit


		Three months ended				Three months ended			Nine months ended
(in millions)	(in millions)	July 28, 2023		July 29, 2022			(in millions)	January 26, 2024	January 27, 2023	January 26, 2024	January 27, 2023
Cardiovascular	Cardiovascular	$	1,092	$	979
Neuroscience	Neuroscience	929		841
Medical Surgical	Medical Surgical	719		693
Diabetes	Diabetes	84		79
Other (1)	Other (1)	4		(24)
Segment operating profit	Segment operating profit	2,828		2,567
Interest expense, net	Interest expense, net	(148)		(164)
Other non-operating income, net	Other non-operating income, net	76		83
Amortization of intangible assets	Amortization of intangible assets	(429)		(423)
Corporate	Corporate	(447)		(414)
Stock-based compensation	Stock-based compensation	(73)		(62)
Centralized distribution costs	Centralized distribution costs	(395)		(406)
Currency (2)	Currency (2)	(3)		81
Restructuring and associated costs	Restructuring and associated costs	(91)		(76)
Acquisition and divestiture-related items	Acquisition and divestiture-related items	(50)		(109)
Certain litigation charges	Certain litigation charges	(40)		—
Medical device regulations	Medical device regulations	(31)		(32)
Income before income taxes	Income before income taxes	$	1,196	$	1,044

(1)Includes the operations from the Renal Care Solutions business contributed to Mozarc Medical on April 1, 2023 and Transition Manufacturing and Service Agreements for previously divested businesses.

(2)Includes the net impact of remeasurement and the Company's hedging programs recorded in other operating expense (income), net.

Geographic Information

Net 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. The following table presents net sales for the three and nine months ended ~~July 28,~~January 26, 2024 and January 27, 2023 ~~and July 29, 2022~~ for the Company's country of domicile, countries with significant concentrations, and all other countries:

Three months ended

Nine months ended

(in millions)

July 28, 2023

July 29, 2022

(in millions)

January 26, 2024

January 27, 2023

January 26, 2024

January 27, 2023

Ireland

United States

3,924

3,766

United States

Rest of world

3,749

3,582

Total other countries, excluding Ireland

7,673

7,348

Total

7,702

7,371

2729

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

18. Subsequent Events

On February 20, 2024, the Company announced the decision to exit its ventilator product line and retain and combine the remaining Patient Monitoring and Respiratory Interventions (PMRI) businesses into one business unit called Acute Care and Monitoring (ACM). For the nine months ended January 26, 2024, ventilator product line revenue was $111 million and is included in our Medical Surgical reportable segment. The Company expects to record an estimated pre-tax charge of $350 million to $425 million, the majority of which is expected to be recorded in the quarter ending April 26, 2024, primarily related to non-cash impairment of long-lived intangible assets. The Company will continue to honor existing ventilator contracts to serve the needs of its customers and their patients.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

UNDERSTANDING OUR FINANCIAL INFORMATION

The following discussion and analysis provides information management believes to be relevant to understanding the financial condition and results of operations of Medtronic plc and its subsidiaries (Medtronic plc, Medtronic, or the Company, or we, us, or our). For a full understanding of financial condition and results of operations, you should read this discussion along with Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended April 28, 2023. In addition, you should read this discussion along with our consolidated financial statements and related notes thereto at and for the three and nine months ended ~~July 28, 2023.~~January 26, 2024. Amounts reported in millions within this quarterly report are computed based on the amounts in thousands, and therefore, the sum of the components may not equal the total amount reported in millions due to rounding. Additionally, certain columns and rows within tables may not sum due to rounding.

Financial Trends

Throughout this Management’s Discussion and Analysis, we present certain financial measures that facilitate management's review of the operational performance of the Company and as a basis for strategic planning; however, such financial measures are not presented in our financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S.) (U.S. GAAP). These financial measures are considered "non-GAAP financial measures" and are intended to supplement, and should not be considered as superior to, financial measures presented in accordance with U.S. GAAP. We believe that non-GAAP financial measures provide information useful to investors in understanding the Company's underlying operational performance and trends and may facilitate comparisons with the performance of other companies in the medical technologies industry.

As presented in the GAAP to Non-GAAP Reconciliations section on the following pages, our non-GAAP financial measures exclude the impact of amortization of intangible assets and certain charges or benefits that contribute to or reduce earnings and that may affect financial trends and include certain charges or benefits that result from transactions or events that we believe may or may not recur with similar materiality or impact to our operations in future periods (Non-GAAP Adjustments).

In the event there is a Non-GAAP Adjustment recognized in our operating results, the tax cost or benefit attributable to that item is separately calculated and reported. Because the effective rate can be significantly impacted by the Non-GAAP Adjustments that take place during the period, we 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 Nominal Tax Rate is calculated as the income tax provision, adjusted for the impact of Non-GAAP Adjustments, as a percentage of income before income taxes, excluding Non-GAAP Adjustments.

Free cash flow is a non-GAAP financial measure calculated by subtracting property, plant, and equipment additions from operating cash flows.

Refer to the “GAAP to Non-GAAP Reconciliations," "Income Taxes," and "Free Cash Flow" sections for reconciliations of the non-GAAP financial measures to their most directly comparable financial measures prepared in accordance with U.S. GAAP.

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EXECUTIVE LEVEL OVERVIEW

Medtronic is the leading global healthcare technology company — alleviating pain, restoring health, and extending life for millions of people around the world. Our primary products include those for cardiac rhythm disorders, cardiovascular disease, advanced and general surgical care, respiratory and monitoring solutions, neurological disorders, spinal conditions and musculoskeletal trauma, urological and digestive disorders, and ear, nose, and throat, and diabetes conditions.

The following is a summary of revenue and diluted earnings per share for the three months ended January 26, 2024 and January 27, 2023, and operating cash flow for the ~~three~~nine months ended ~~July 28, 2023~~January 26, 2024 and ~~July 29, 2022:~~January 27, 2023:

Executive Level Overview Infographic Q3 FY24.jpg

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GAAP to Non-GAAP Reconciliations

The tables below present our GAAP to Non-GAAP reconciliations for the three months ended ~~July 28, 2023~~January 26, 2024 and ~~July 29, 2022:~~January 27, 2023:

Three months ended July 28, 2023
(in millions, except per share data) Income Before Income Taxes Income
Tax Provision
(Benefit) Net Income Attributable to Medtronic Diluted EPS Effective
Tax Rate
GAAP $ 1,196 $ 400 $ 791 $ 0.59 33.4 %
Non-GAAP Adjustments:
Amortization of intangible assets 429 65 364 0.27 15.2
Restructuring and associated costs(2)
91 15 76 0.06 16.5
Acquisition and divestiture-related items(3)
50 3 46 0.03 6.0
Certain litigation charges 40 9 31 0.02 22.5
(Gain)/loss on minority investments(4)
64 — 64 0.05 —
Medical device regulations(5)
31 7 25 0.02 22.6
Certain tax adjustments, net(6)
— (198) 198 0.15 —
Non-GAAP $ 1,902 $ 300 $ 1,596 $ 1.20 15.8 %
Three months ended July 29, 2022
(in millions, except per share data) Income Before Income Taxes Income
Tax Provision (Benefit) Net Income Attributable to Medtronic Diluted EPS Effective
Tax Rate
GAAP $ 1,044 $ 112 $ 929 $ 0.70 10.7 %
Non-GAAP Adjustments:
Amortization of intangible assets 423 65 359 0.27 15.4
Restructuring and associated costs(2)
76 16 60 0.04 21.1
Acquisition and divestiture-related items(3)
109 7 102 0.08 6.4
(Gain)/loss on minority investments(4)
(4) — (4) — —
Medical device regulations(5)
32 6 26 0.02 18.8
Debt redemption premium and other charges(7)
53 11 42 0.03 20.8
Certain tax adjustments, net(8)
— 13 (13) (0.01) —
Non-GAAP $ 1,734 $ 230 $ 1,502 $ 1.13 13.3 %


	Three months ended January 26, 2024
(in millions, except per share data)	Income Before Income Taxes		Income Tax Provision (Benefit)		Net Income Attributable to Medtronic		Diluted EPS		Effective Tax Rate
GAAP	$	1,472	$	135	$	1,322	$	0.99	9.2	%
Non-GAAP Adjustments:
Amortization of intangible assets	419		65		354		0.27		15.5
Restructuring and associated costs (1)	55		9		46		0.03		16.4
Acquisition and divestiture-related items (2)	58		6		52		0.04		10.3

(Gain)/loss on minority investments (3)	24		—		24		0.02		—
Medical device regulations (4)	26		5		21		0.02		19.2
Certain tax adjustments, net (5)	—		92		(92)		(0.07)		—
Non-GAAP	$	2,055	$	312	$	1,728	$	1.30	15.2	%

	Three months ended January 27, 2023
(in millions, except per share data)	Income Before Income Taxes		Income Tax Provision (Benefit)		Net Income Attributable to Medtronic		Diluted EPS		Effective Tax Rate
GAAP	$	1,375	$	146	$	1,222	$	0.92	10.6	%
Non-GAAP Adjustments:
Amortization of intangible assets	431		65		367		0.28		15.1
Restructuring and associated costs (1)	104		21		83		0.06		20.2
Acquisition and divestiture-related items (2)	34		5		29		0.03		26.7

(Gain)/loss on minority investments (3)	(8)		—		(8)		(0.01)		—
Medical device regulations (4)	37		7		31		0.02		18.9
Certain tax adjustments, net	—		(3)		3		—		—
Non-GAAP	$	1,973	$	239	$	1,727	$	1.30	12.1	%

(1)~~The data in this schedule has been intentionally rounded to the nearest million or $0.01 for EPS figures, and, therefore, may not sum.~~

~~(2)~~Associated costs include costs incurred as a direct result of the restructuring program, such as salaries for employees supporting the program, consulting expenses, and ~~consulting expenses.~~asset write-offs.

~~(3)~~(2)The charges primarily include business combination costs, changes in fair value of contingent consideration, and charges related to the ~~impending~~potential separation of the Patient Monitoring and Respiratory Interventions businesses within our Medical Surgical Portfolio. ~~The prior year included non-cash pre-tax impairments, primarily related to goodwill, as a result of the April 1, 2023 sale of half of the Company's Renal Care Solutions (RCS) business.~~

~~(4)~~(3)We 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 direct correlation to our ongoing or future business operations.

~~(5)~~(4)The charges represent incremental costs of complying with the new European Union (E.U.) medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses. We consider these costs to be duplicative of previously incurred costs and/or one-time costs, which are limited to a specific time period.

~~(6)~~(5)The net tax benefit primarily relates to a change in a Swiss Cantonal tax rate associated with previously established deferred tax assets from intercompany intellectual property transactions and the step up in tax basis for Swiss Cantonal purposes.

The tables below present our GAAP to Non-GAAP reconciliations for the nine months ended January 26, 2024 and January 27, 2023:


	Nine months ended January 26, 2024
(in millions, except per share data)	Income Before Income Taxes		Income Tax Provision (Benefit)		Net Income attributable to Medtronic		Diluted EPS		Effective Tax Rate
GAAP	$	3,982	$	936	$	3,022	$	2.27	23.5	%
Non-GAAP Adjustments:
Amortization of intangible assets	1,274		196		1,078		0.81		15.4
Restructuring and associated costs (1)	237		39		198		0.15		16.5
Acquisition and divestiture-related items (2)	165		16		149		0.11		9.7
Certain litigation charges	105		24		81		0.06		22.9
(Gain)/loss on minority investments (3)	113		5		109		0.08		4.4
Medical device regulations (4)	88		18		70		0.05		20.5
Certain tax adjustments, net (5)	—		(282)		282		0.21		—
Non-GAAP	$	5,965	$	954	$	4,988	$	3.74	16.0	%

	Nine months ended January 27, 2023
(in millions, except per share data)	Income Before Income Taxes		Income Tax Provision (Benefit)		Net Income attributable to Medtronic		Diluted EPS		Effective Tax Rate
GAAP	$	3,813	$	1,218	$	2,579	$	1.94	31.9	%
Non-GAAP Adjustments:
Amortization of intangible assets	1,275		194		1,082		0.81		15.2
Restructuring and associated costs (1)	275		55		219		0.16		20.0
Acquisition and divestiture-related items (2)	207		21		186		0.14		32.3

(Gain)/loss on minority investments (3)	(23)		—		(23)		(0.02)		—
Medical device regulations (4)	107		20		87		0.07		18.7
Debt redemption premium and other charges (6)	53		11		42		0.03		20.8
Certain tax adjustments, net (7)	—		(783)		783		0.59		—
Non-GAAP	$	5,706	$	736	$	4,953	$	3.72	12.9	%

(1)Associated costs include costs incurred as a direct result of the restructuring program, such as salaries for employees supporting the program, consulting expenses, and asset write-offs.

(2)The charges primarily include business combination costs, changes in fair value of contingent consideration, and charges related to the potential separation of the Patient Monitoring and Respiratory Interventions businesses within our Medical Surgical Portfolio.

(3)We 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 direct correlation to our ongoing or future business operations.

(4)The charges represent incremental costs of complying with the new European Union medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses. We consider these costs to be duplicative of previously incurred costs and/or one-time costs, which are limited to a specific period.

(5)The net charge primarily relates to an income tax reserve adjustment associated with the June 1, 2023, Israeli Central-Lod District Court decision and the establishment of a valuation allowance against certain net operating losses which were partially offset by a benefit from the change in ~~Medtronic Ventor Technologies Ltd v. Kfar Saba Assessing Office and amortization of~~a Swiss Cantonal tax rate associated with previously established deferred tax assets from intercompany intellectual property ~~transactions.~~transactions and the step up in tax basis for Swiss Cantonal purposes.

~~(7)~~(6)The charges relate to the early redemption of approximately $2.3 billion of debt and were recorded within interest expense, net within the consolidated statements of income.

~~(8)~~(7)The ~~net benefit is due~~charge primarily relates to a ~~valuation allowance release associated with certain carryover attributes as~~$764 million reserve adjustment that was a direct result of the ~~RCS transaction listed above~~U.S. Tax Court opinion, issued on August 18, 2022, on the previously disclosed litigation regarding the allocation of income between Medtronic, Inc. and its wholly owned subsidiary operating in ~~(3) partially offset by the amortization of previously established deferred tax assets from intercompany intellectual property transactions.~~Puerto Rico.

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Free Cash Flow

Free cash flow, a non-GAAP financial measure, is calculated by subtracting additions to property, plant, and equipment from net cash provided by operating activities. Management uses this non-GAAP financial measure, in addition to U.S. GAAP financial measures, to evaluate our operating results. Free cash flow should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with U.S. GAAP. Reconciliations between net cash provided by operating activities (the most comparable U.S. GAAP measure) and free cash flow are as follows:


		Three months ended
	Nine months ended										Nine months ended
(in millions)	(in millions)	July 28, 2023		July 29, 2022		(in millions)	January 26, 2024		January 27, 2023
Net cash provided by operating activities	Net cash provided by operating activities	$	875	$	1,083	Net cash provided by operating activities	$	4,010	$	3,579
Additions to property, plant, and equipment	Additions to property, plant, and equipment	(354)		(426)		Additions to property, plant, and equipment	(1,161)		(1,081)
Free cash flow	Free cash flow	$	521	$	657	Free cash flow	$	2,849	$	2,498

Refer to the Summary of Cash Flows section for drivers of the change in cash provided by operating activities.

NET SALES

Segment and Division

Prior period revenue has been recast to reflect the new reporting structure, which primarily includes allocating certain prior Medical Surgical businesses to the Other line. Refer to Note 17 to the consolidated financial statements for additional information regarding the Company's new reporting structure. The charts below illustrate the percent of net sales by segment for the three months ended ~~July 28, 2023~~January 26, 2024 and ~~July 29, 2022:~~January 27, 2023:

3135

The table below illustrates net sales by segment and division for the three and nine months ended ~~July 28, 2023~~January 26, 2024 and ~~July 29, 2022:~~January 27, 2023:


		Three months ended
(in millions)
(in millions)
(in millions)	(in millions)	July 28, 2023		July 29, 2022		% Change		January 26, 2024				January 27, 2023				% Change			January 26, 2024				January 27, 2023				% Change
Cardiac Rhythm & Heart Failure	Cardiac Rhythm & Heart Failure	$	1,446	$	1,381	5	%	Cardiac Rhythm & Heart Failure	$	1,470	$		$	1,419	4		4	%		$	4,408	$		$	4,217	5		5	%
Structural Heart & Aortic	Structural Heart & Aortic	814		741		10
Coronary & Peripheral Vascular	Coronary & Peripheral Vascular	589		579		2
Cardiovascular	Cardiovascular	2,850		2,701		6
Cranial & Spinal Technologies	Cranial & Spinal Technologies	1,103		1,043		6
Specialty Therapies	Specialty Therapies	695		667		4
Neuromodulation	Neuromodulation	420		405		4
Neuroscience	Neuroscience	2,219		2,115		5
Surgical & Endoscopy	Surgical & Endoscopy	1,546		1,455		6
Patient Monitoring & Respiratory Interventions	Patient Monitoring & Respiratory Interventions	493		479		3
Medical Surgical	Medical Surgical	2,039		1,933		6
Diabetes	Diabetes	578		541		7
Other(1)	Other(1)	16		81		(80)
Total	Total	$	7,702	$	7,371	5	%	Total	$	8,089	$		$	7,727	5		5	%		$	23,775	$		$	22,682	5		5	%

(1) Includes revenue from the divested Renal Care Solutions business and Transition Manufacturing Agreements from previously divested businesses.

Segment and Market Geography

The charts below illustrate the percent of net sales by market geography for the three months ended ~~July 28, 2023~~January 26, 2024 and ~~July 29, 2022:~~January 27, 2023:

3236

The table below includes net sales by market geography for each of our segments for the three and nine months ended ~~July 28, 2023~~January 26, 2024 and ~~July 29, 2022:~~January 27, 2023:


		U.S.(1)						Non-U.S. Developed Markets(2)						Emerging Markets(3)							U.S.(1)									Non-U.S. Developed Markets(2)										Emerging Markets(3)
		Three months ended						Three months ended						Three months ended
	Three months ended																																Three months ended
(in millions)	(in millions)	July 28, 2023		July 29, 2022		% Change		July 28, 2023		July 29, 2022		% Change		July 28, 2023		July 29, 2022		% Change		(in millions)	January 26, 2024			January 27, 2023			% Change				January 26, 2024				January 27, 2023						% Change			January 26, 2024					January 27, 2023					% Change
Cardiovascular	Cardiovascular	$	1,350	$	1,286	5	%	$	956	$	892	7	%	$	544	$	523	4	%	Cardiovascular	$	1,373	$	$	1,363	1		1		%		$	950	$		$	859		11			11	%			$	607	$			$	538	13			13	%
Neuroscience	Neuroscience	1,497		1,419		5		416		407		2		306		290		6
Medical Surgical	Medical Surgical	881		831		6		772		735		5		386		368		5
Diabetes	Diabetes	188		206		(9)		315		264		19		75		72		4
Other(4)	Other(4)	8		25		(68)		5		32		(84)		3		24		(88)
Total	Total	$	3,924	$	3,766	4	%	$	2,463	$	2,328	6	%	$	1,314	$	1,276	3	%	Total	$	4,120	$	$	4,062	1		1		%		$	2,473	$		$	2,294		8			8	%			$	1,495	$			$	1,371	9			9	%

																				U.S.(1)								Non-U.S. Developed Markets(2)										Emerging Markets(3)

	Nine months ended																																Nine months ended
(in millions)																				(in millions)	January 26, 2024			January 27, 2023			% Change				January 26, 2024				January 27, 2023						% Change			January 26, 2024					January 27, 2023					% Change
Cardiovascular																				Cardiovascular	$	4,149		$	4,059		2		%		$	2,818			$	2,553					10	%		$	1,734				$	1,607				8	%
Neuroscience
Medical Surgical
Diabetes
Other(4)
Total																				Total	$	12,219		$	11,897		3		%		$	7,305			$	6,779					8	%		$	4,251				$	4,006				6	%

(1)U.S. includes the United States and U.S. territories.

(2)Non-U.S. developed markets include Japan, Australia, New Zealand, Korea, Canada, and the countries within Western Europe.

(4)Includes revenue from the divested Renal Care Solutions business and Transition Manufacturing Agreements from previously divested businesses.

The increase in net sales for the three and nine months ended ~~July 28, 2023,~~January 26, 2024, as compared to the corresponding period in the prior fiscal year, was driven primarily by growth in most ~~products lines and~~ businesses, including ~~Micra, Transcatheter Aortic Valve replacements (TAVR),~~Diabetes, Cardiac Surgery, Core Spine, Structural Heart and Cardiac Pacing, as well as strength in ~~the U.S., Advanced Energy, and Diabetes.~~international markets.

Looking ahead, a number of macro-economic and geopolitical factors could negatively impact our business, including without limitation:

•Competitive product launches and pricing pressure, geographic macro-economic risks including fluctuations in currency exchange rates, general price inflation, ~~rising~~changes in interest rates, reimbursement challenges, impacts from changes in the mix of our product offerings, delays in product registration approvals, replacement cycle challenges, and supply chain challenges ~~in certain businesses;~~from time to time;

•National and provincial tender pricing for certain products, particularly in China;

•The sanctions and other measures being imposed in response to the Russia-Ukraine conflict are having, and could continue to have impacts on revenue and supply chain. The financial impact of the conflict in the ~~first~~third quarter of fiscal year 2024, including on accounts receivable and inventory reserves, was not material, and for the three and nine months ended ~~July 28, 2023,~~January 26, 2024, the business of the Company in these countries represented less than 1% of the Company's consolidated revenues and assets. Although the implications of this conflict are difficult to predict at this time, the ongoing conflict may increase pressure on the global economy and supply chains, resulting in increased future volatility risk for our business operations and performance.

•Although the long-term implications of Israel's recent conflict are difficult to predict at this time, the financial impact of the conflict in the third quarter of fiscal year 2024, including on accounts receivable and inventory reserves, was not material. For the three and nine months ended January 26, 2024, the business of the Company in Israel represented less than 1% of the Company's consolidated revenues and assets.

Cardiovascular

Cardiovascular products include pacemakers, insertable cardiac monitors, cardiac resynchronization therapy devices, implantable cardioverter defibrillators (ICD), leads and delivery systems, electrophysiology catheters, products for the treatment of atrial fibrillation, information systems for the management of patients with Cardiac Rhythm & Heart Failure devices, products designed to reduce surgical site infections, coronary and peripheral stents and related delivery systems, balloons and related delivery systems, products for the treatment of hypertension, endovascular stent graft systems, heart valve replacement technologies, cardiac tissue ablation systems, and open heart and coronary bypass grafting surgical products. Cardiovascular also includes Cath Lab Managed Services (CLMS) within the Cardiac Rhythm & Heart Failure division. Cardiovascular's net sales for the three and nine months ended ~~July 28, 2023 was~~January 26, 2024 were $2.9 billion and $8.7 billion, respectively, an increase of 6 percent for both periods as compared to the corresponding ~~period~~periods in the prior fiscal year. The net sales increase for both periods was primarily due to strong performance of Micra, TAVR, ~~Cannula,~~ and Perfusion.

The graphs below illustrate the percent of Cardiovascular net sales by division for the three months ended ~~July 28, 2023~~January 26, 2024 and ~~July 29, 2022:~~January 27, 2023:

Cardiac Rhythm & Heart Failure (CRHF) net sales for the three and nine months ended ~~July 28, 2023~~January 26, 2024 increased 4 percent and 5 percent, respectively, as compared to the corresponding ~~period~~periods in the prior fiscal year. The net sales increase for both periods was driven by continued adoption of Micra, including the U.S. launch of Micra AV2 and Micra VR2, and international growth ~~from CRT-Ds, transvenous pacemakers, and~~of Arctic Front cryoablation catheters.

Structural Heart & Aortic (SHA) net sales for the three and nine months ended ~~July 28, 2023~~January 26, 2024 increased 11 percent and 10 percent, respectively, as compared to the corresponding ~~period~~periods in the prior fiscal year. The net sales increase was driven by growth in TAVR, including ~~the recent U.S.~~strong growth in Western Europe and Japan ~~launch~~from adoption of Evolut FX TAVR system, and in Cardiac Surgery driven by growth in ~~Cannula and~~ Perfusion particularly in the U.S.

Coronary & Peripheral Vascular (CPV) net sales for the three and nine months ended ~~July 28, 2023~~January 26, 2024 increased 26 percent and 4 percent, respectively, as compared to the corresponding ~~period~~periods in the prior fiscal year. The increase in net sales was driven by ~~the launch of Onyx Frontier,~~growth in guide catheters, balloons, and drug-eluting stents, as well as growth in ~~guide catheters and drug coated balloons, and performance of~~ our ~~vascular embolization and superficial venous product portfolio, including the VenaSeal system.~~Vascular Embolization products.

In addition to the macro-economic and geopolitical factors described in the Executive Level Overview, looking ahead, we expect Cardiovascular could be affected by the following:

•Continued growth of our Micra transcatheter pacing system including the ~~recent~~ U.S. launch of Micra AV2 and Micra VR2 in the first quarter of fiscal year 2024, and increasing global penetration. Micra AV2 and Micra VR2 received CE Mark in January 2024.

•Continued acceptance and growth from the Azure XT and Azure S SureScan pacing systems and the 3830 lead. Azure pacemakers feature Medtronic-exclusive BlueSync technology, which enables automatic, secure wireless remote

monitoring with increased device longevity. The 3830 lead, previously labeled for His-bundle pacing, has now been expanded to include left bundle branch area pacing effectively covering all current forms of conduction system pacing.

•Global adoption of Aurora Extravascular ICD.

•Growth of the Cobalt and Crome portfolio of ICDs and CRT-Ds.

•Growth of the CRT-P quadripolar pacing system.

•Continued growth, adoption, and utilization of the TYRX Envelope for implantable devices.

•Continued acceptance and expansion of the LINQ II cardiac monitor with AccuRhythm AI algorithms.

•Continued acceptance, adoption, and growth of our innovative portfolio of products in the electrophysiology (EP) segment, including the Arctic Front cryoablation ~~for treatment of atrial fibrillation.~~

•~~Acceptance~~system, PulseSelect pulse field ablation (PFA), and ~~growth of the~~ Affera ~~Mapping/Navigation System~~mapping and ~~Sphere 9 mapping/~~ablation ~~catheter.~~system. The PulseSelect PFA system was ~~launched under a limited market release~~approved by the U.S. FDA in December 2023, and is the ~~fourth quarter of fiscal year 2023 in Western Europe.~~first PFA technology to receive U.S. FDA approval.

•Continued acceptance and growth of the self-expanding CoreValve Evolut transcatheter aortic valve replacement platform. This includes Evolut PRO which provides enhanced hemodynamics, reliable delivery, enhanced durability, advanced sealing, and Evolut FX, a system designed to improve the overall procedural experience through enhancements in deliverability, implant visibility, and deployment stability.

•Market acceptance and reimbursement for the Symplicity Spyral renal denervation system, also known as the Symplicity blood pressure procedure, for the treatment of hypertension. The Symplicity blood pressure procedure was approved by the U.S. FDA in November 2023.

•Continued acceptance and growth of the Onyx Frontier DES platform. ~~The platform launched in the U.S. in the first quarter of fiscal year 2023 and in select international countries in the second quarter of fiscal year 2023.~~ Onyx Frontier is a drug-eluding stent (DES) that introduces an enhanced delivery system and is used for complex percutaneous coronary intervention (PCI).

•Continued acceptance of the VenaSeal Closure System in the U.S. The VenaSeal Closure System is a unique non-thermal solution to address superficial venous disease that provides improved patient comfort, reduces the recovery time, and eliminates the risk of thermal nerve injury.

•Acceptance and growth of IN.PACT 018 drug-coated balloons (DCB). ~~The product was launched under limited market release in the first quarter of fiscal year 2023 with full market release in the third quarter of fiscal year 2023.~~ IN.PACT 018 adds to the existing IN.PACT Admiral DCB portfolio and is used to treat femoropopliteal disease.

•Our ability to meet growing demand for our existing products and to successfully develop, obtain regulatory approval of and commercialize the products within our ~~pipeline, which include the Symplicity Spyral Multi-Electrode Renal Denervation Catheter, Pulse Field Ablation, a novel energy source that is non-thermal, and Aurora Extravascular ICD.~~pipeline.

Neuroscience

Neuroscience's products include various spinal implants, bone graft substitutes, biologic products, image-guided surgery and intra-operative imaging systems, robotic guidance systems used in the robot-assisted spine procedures, and systems that incorporate advanced energy surgical instruments. Neuroscience's products also focus on therapies to treat the diseases of the vasculature in and around the brain, including coils, neurovascular stents, and flow diversion products, as well as products to treat ear, nose, and throat (ENT), and the treatment of overactive bladder, urinary retention, and fecal incontinence. Neuroscience also manufactures products related to implantable neurostimulation therapies and drug delivery systems for the treatment of chronic pain, movement disorders, and epilepsy. Neuroscience’s net sales for the three and nine months ended ~~July 28, 2023~~January 26, 2024 were ~~$2.2~~$2.4 billion and $6.9 billion, respectively, an increase of 5 percent for both periods, compared to the corresponding ~~period~~periods in the prior fiscal year. The net sales increase for both periods was primarily due to growth in ~~U.S.~~ Spine & ~~Biologics, Neurosurgery, and~~Biologics. For the nine months ended January 26, 2024, the increase was also driven by growth in ENT.

The graphs below illustrate the percent of Neuroscience net sales by division for the three months ended ~~July 28, 2023~~January 26, 2024 and ~~July 29, 2022:~~January 27, 2023:

Cranial and Spinal Technologies (CST) net sales for the three and nine months ended ~~July 28, 2023~~January 26, 2024 increased 67 percent for both periods, as compared to the corresponding ~~period~~periods in the prior fiscal year. The growth for both periods was driven by increased sales of Core Spine ~~& Biologics~~ products ~~in the U.S. based on the continued adoption of the Aible~~driven by AiBLE spinal ~~ecosystem.~~ecosystem pull-through. The net sales increase was also attributable to strong growth of StealthStation Navigation and ~~O-arm Imaging Systems, outside~~increased sales of ~~the U.S.~~Biologics products.

Specialty Therapies (Specialty) net sales for the three and nine months ended ~~July 28, 2023~~January 26, 2024 increased 4 percent for both periods, as compared to the corresponding ~~period~~periods in the prior fiscal year. The increase for both periods was driven by growth in ENT ~~as well as~~and hemorrhagic stroke flow diversion products. ~~Pelvic Health experienced slight net sales declines due to recent competitive launches.~~

Neuromodulation (NM) net sales for the three and nine months ended ~~July 28, 2023~~January 26, 2024 increased 41 percent and 2 percent, respectively, as compared to the corresponding ~~period~~periods in the prior fiscal year. The net sales increase for both periods was driven by growth within Brain Modulation, including growth from the Western European launch of the Percept RC neurostimulator, as well as Pain Stim ~~Targeted Drug Delivery, and Brain Modulation. Partially offsetting~~growth in the ~~growth was a decline in Interventional experienced due to competitive pressure.~~U.S.

In addition to the macro-economic and geopolitical factors described in the Executive Level Overview, looking ahead we expect Neuroscience could be affected by the following:

•Continued adoption and growth of our integrated solutions through the ~~Aible~~AiBLE offering, which integrates spinal implants with enabling technologies (StealthStation, O-arm Imaging Systems, and Midas), Mazor robotics, and UNiD Adaptive Spine Intelligence AI-driven technology for surgical planning and personalized spinal implants.

•Market acceptance and continued global adoption of innovative new spine products and procedural solutions within our CST operating unit, such as Catalyft PL, ModuLeX, CD Horizon Voyager System, and our Infinity OCT System, as well as continued growth from Titan spine titanium interbody implants with Nanolock technology.

•Continued growth of Pipeline Embolization Devices, endovascular treatments for large or giant wide-necked brain aneurysms.

•Continued acceptance and growth of the Solitaire X revascularization device for treatment of acute ischemic stroke and our React Catheter and Riptide aspiration system.

•Continued acceptance and growth of our Pelvic Health and ENT therapies, including our InterStim therapy with InterStim X and InterStim II recharge-free neurostimulators and InterStim Micro rechargeable neurostimulator for patients suffering from overactive bladder, (non-obtrusive) urinary retention, and chronic fecal incontinence, and capital equipment sales of the Stealth Station ENT surgical navigation system and intraoperative NIM nerve monitoring system.

•Continued acceptance and growth of Intersect ENT products used in the treatment of chronic rhinosinusitis.

•Market acceptance and growth from SCS therapy for treating chronic pain and Diabetic Peripheral Neuropathy (DPN) on the Intellis rechargeable neurostimulator and Vanta recharge-free neurostimulator.

•Continued acceptance and growth of our Percept family of DBS devices with proprietary BrainSense technology for objectifying and personalizing the treatment of Parkinson's Disease, epilepsy, and other movement disorders.

•Our ability to meet growing demand for our existing products and to successfully develop, obtain regulatory approval of and commercialize the products within our pipeline, which include our closed-loop Percept devices with adaptive DBS (aDBS) and Inceptiv Neurostimulator, as well as our hemorrhagic stroke intravascular device, and our next-generation spine enabling technologies.

Medical Surgical

Medical Surgical’s products span the entire continuum of patient care from diagnosis to recovery, with a focus on diseases of the gastrointestinal tract, lungs, pelvic region, obesity, and preventable complications. The products include those for advanced and general surgical products, surgical stapling devices, vessel sealing instruments, wound closure, electrosurgery products, hernia mechanical devices, mesh implants, advanced ablation, interventional lung, ventilators, airway products, and sensors and monitors for pulse oximetry, capnography, level of consciousness and cerebral oximetry. Medical Surgical's net sales for the three and nine months ended ~~July 28, 2023~~January 26, 2024 were ~~$2.0~~$2.1 billion and $6.3 billion, respectively, an increase of 64 percent and 5 percent, respectively, as compared to the corresponding ~~period~~periods in the prior fiscal year. The net sales increase for both periods was primarily driven by growth in Advanced ~~Energy, primarily due to improved supply.~~

Surgical Technologies and General Surgical Technologies.

The graphs below illustrate the percent of Medical Surgical net sales by division for the three months ended ~~July 28, 2023~~January 26, 2024 and ~~July 29, 2022:~~January 27, 2023:

Surgical & Endoscopy (SE) net sales for the three and nine months ended ~~July 28, 2023~~January 26, 2024 increased 5 percent and 6 percent, respectively, as compared to the corresponding ~~period~~periods in the prior fiscal year. The increase for both periods was predominantly attributable to growth in Advanced ~~Energy and Barrx~~Surgical Technologies, primarily driven by ~~improved~~ supply expansion, as well as continued growth in Wound Management, Electrosurgery, and Endoscopy. The increase for the nine months ended January 26, 2024 was also driven by growth in GI Geniusand ~~PillCam.~~EndoFlip.

Patient Monitoring & Respiratory Interventions (PMRI) net sales for the three and nine months ended ~~July 28, 2023~~January 26, 2024 increased 2 percent and 3 percent, respectively, as compared to the corresponding ~~period~~periods in the prior fiscal year. The net sales increase for both periods was largely due to growth in Nellcor pulse oximetry monitors and airways, ~~and monitors.~~partially offset by declines in ventilator sales.

In addition to the macro-economic and geopolitical factors described in the Executive Level Overview, looking ahead we expect Medical Surgical could be affected by the following:

•The pending separation of the combined Patient Monitoring and Respiratory Interventions businesses from the Medical Surgical Portfolio. The Company announced its intention to pursue a separation in October 2022 and expects to complete the separation in the first half of fiscal year 2025.

•Acceptance and continued growth of Open-to-MIS (minimally invasive surgery) techniques and tools through our efforts to transition open surgery to MIS. Open-to-MIS initiative focuses on capturing the market opportunity that exists in transitioning open procedures to MIS, whether through traditional MIS, advanced instrumentation, or robotics. Through our approach, in parallel, we also expand our presence and optimize open surgery in current open surgery markets.

•Continued global acceptance and future growth of powered stapling and energy platform.

•Our ability to execute ongoing strategies addressing the competitive pressure of reprocessing vessel sealing disposables, ~~near-term~~near term pressures to bariatric surgery procedure volumes in the U.S. from pharmaceuticals, and growth of our surgical soft tissue robotics procedures in the U.S.

•Our ability to create markets and drive products and procedures into emerging markets with our high quality and cost-effective surgical products designed for customers in emerging markets. An example is our ValleyLab LS10 single channel vessel sealing generator, which is compatible with our line of LigaSure instruments and designed for simplified use and affordability.

•Continued acceptance and growth in patient monitoring and airway management. Key products in this area include Microstream Capnography, Nellcor pulse oximetry system with OxiMax technology, Shiley tracheostomy and endotracheal tubes, McGRATH MAC video laryngoscopes.

•Acceptance of less invasive standards of care in chronic and colorectal, as well as hepatology products, including products that span the care continuum from diagnostics to therapeutics. Recently launched products include GI Genius.

•Expanding the use of less invasive treatments and furthering our commitment to improving options for women with abnormal uterine bleeding. Our expanded and strengthened surgical offerings complement our global gynecology business.

•Global adoption of robotic-assisted surgery and installations of Hugo robotic assisted surgery (RAS) system for urologic, bariatric, gynecologic, hernia, and general surgery procedures. This includes continued integration and adoption of Touch Surgery Enterprise with the first artificial intelligence powered surgical videos and analytics platform to make it easier to train and discover new techniques within the robotics platform. The Hugo RAS system, which received CE Mark in October 2021, as well as secured additional regulatory approvals outside the U.S., is designed to help reduce unwanted variability, improve patient outcomes, and, by extension, lower per procedure cost.

•Our recent decision to exit our ventilator product line and retain and combine the remaining PMRI businesses into one business unit called Acute Care and Monitoring (ACM). For the nine months ended January 26, 2024, ventilator product line revenue was $111 million. The Company expects to record an estimated pre-tax charge of $350 million to $425 million, the majority of which is expected to be recorded in the quarter ending April 26, 2024, primarily related to non-cash impairment of long-lived intangible assets. The Company will continue to honor existing ventilator contracts to serve the needs of its customers and their patients.

•Our ability to meet growing demand for our existing products and to successfully develop, obtain regulatory approval of and commercialize the products within our pipeline, which include our Hugo RAS system in the U.S., Signia powered stapling devices, and our next-gen Ligasure and Sonicision vessel sealing devices.

Diabetes

Diabetes' products include insulin pumps, continuous glucose monitoring (CGM) systems, and consumables. Diabetes' net sales for the three and nine months ended ~~July 28, 2023~~January 26, 2024 were ~~$578~~$640 million and $1.8 billion, respectively, an increase of 712 percent and 10 percent, respectively, as compared to the corresponding ~~period~~periods in the prior fiscal year. The increase in net sales for both periods was primarily driven by strong international growth as a result of the continued international expansion of the MiniMed 780G insulin pump system and integrated CGM. The launch of the MiniMed 780G insulin pump system in the U.S., during the first quarter of fiscal year 2024, also contributed to the ~~growth.~~growth for the three and nine months ended January 26, 2024.

In addition to the macro-economic and geopolitical factors described in the Executive Level Overview, looking ahead we expect Diabetes could be affected by the following:

•Continued acceptance and growth for the MiniMed 780G insulin pump system, which is powered by SmartGuard technology and features the added benefits of meal detection technology that automatically adjusts and corrects sugar levels every five minutes. The global adoption of ~~sensor-augmented insulin pump~~our Automated Insulin Delivery (AID) systems has resulted in strong

sensor attachment rates. The MiniMed 780G insulin pump system with the Guardian 4 Sensor was approved by the U.S. FDA in late April 2023. The MiniMed 780G insulin pump system with Simplera Sync received CE Mark in early January 2024.

•Continued acceptance and growth of the Guardian Connect CGM system, which displays glucose information directly to a smartphone to ~~help ensure~~provide patients ~~have~~ access to their glucose levels seamlessly and discretely. The Guardian Connect CGM system is available on both Apple iOS and Android devices.

•Market acceptance and growth of our InPen smart pen system, which allows users to have their Medtronic CGM readings in real-time alongside insulin dose information, all in one view.

•Continued pump, CGM, and consumable competition in an expanding global market.

•Changes in medical reimbursement policies and programs, along with additional payor coverage on insulin pumps.

•Our ability to meet growing demand for our existing products and to successfully develop, obtain regulatory approval of and commercialize the products within our pipeline, including our next-generation sensor Simplera, which has been submitted for approval to the U.S. ~~FDA.~~FDA and received CE Mark in September 2023.

COSTS AND EXPENSES

The following is a summary of cost of products sold, research and development, and selling, general, and administrative expenses as a percent of net sales for the three and nine months ended ~~July 28, 2023~~January 26, 2024 and ~~July 29, 2022:~~January 27, 2023:

Cost of Products Sold Cost of products sold for the three and nine months ended ~~July 28, 2023~~January 26, 2024 was ~~$2.6~~$2.8 billion and $8.2 billion, respectively, as compared to ~~$2.5~~$2.7 billion and $7.7 billion, respectively, for the corresponding ~~period~~periods in the prior fiscal year. The decrease in cost of products sold as a percentage of net sales for the three months ended January 26, 2024 was ~~flat as compared~~primarily due to ~~the prior year. Looking forward, our~~reduced freight costs, volume improvements, and stabilizing of raw material costs. The increase in cost of products sold ~~likely will be further negatively impacted by recent inflation and higher~~as a percentage of net sales for the nine months ended January 26, 2024 was primarily attributable to increased labor and direct material ~~costs. We continue~~manufacturing costs, predominantly due to ~~focus on managing our costs of production through supplier management, manufacturing improvements,~~inflationary pressures and ~~optimizing our manufacturing network.~~supply constraints from time to time.

Research and Development Expense We remain committed to deliver the best possible experiences for patients, physicians, and caregivers we serve; to create technologies that expand what’s possible across the entire human body to transform lives; to turn data and insights into real action to serve patient needs improving care; and to expand healthcare access and deliver positive outcomes. Research and development expense for the three and nine months ended ~~July 28, 2023~~January 26, 2024 was ~~$668~~$695 million and $2.1 billion, respectively, as compared to ~~$692~~$688 million and $2.1 billion, respectively, for the corresponding ~~period~~periods in the prior fiscal year. ~~A contributing factor to the decrease in research and development expense compared to the prior year is the April 1, 2023 sale of the RCS business.~~

Selling, General, and Administrative Expense Our goal is to continue to leverage selling, general, and administrative expense initiatives. Selling, general, and administrative expense primarily consists of salaries and wages, other administrative costs, such as professional fees and marketing expenses, certain acquisition, divestiture, and separation-related costs, and restructuring expenses. Selling, general, and administrative expense for the three and nine months ended ~~July 28, 2023~~January 26, 2024 was $2.7 billion and ~~July 29, 2022 was~~$8.0 billion, respectively, as compared to $2.6 billion and $7.8 billion, respectively, for the corresponding periods in the prior fiscal year. The increase in selling, general, and administrative expense for both ~~periods.~~periods is primarily due to reduced incentive performance in the prior year.

The following is a summary of other costs and expenses (income):

Three months ended

Nine months ended

(in millions)

July 28, 2023

July 29, 2022

(in millions)

January 26, 2024

January 27, 2023

January 26, 2024

January 27, 2023

Amortization of intangible assets

429

423

Restructuring charges, net

Certain litigation charges

—

Other operating expense, net

Other operating expense (income), net

Other non-operating income, net

(76)

(83)

Interest expense, net

148

164

Amortization of Intangible Assets Amortization of intangible assets includes the amortization expense of our definite-lived intangible assets, consisting of purchased patents, trademarks, tradenames, customer relationships, purchased technology, and other intangible assets.

Restructuring Charges, Net For the three and nine months ended ~~July 28, 2023,~~January 26, 2024, restructuring costs primarily related to employee termination benefits and facility consolidations to support cost reduction initiatives. For the three and nine months ended ~~July 29, 2022,~~January 27, 2023, restructuring charges primarily related to the Enterprise Excellence and Simplification restructuring programs, both of which were substantially completed as of the end of fiscal year 2023. Enterprise Excellence was designed to leverage the Company’s global size and scale to focus on global operations, and functional and commercial optimization, and had total cumulative pre-tax charges of $1.8 billion. Simplification was designed to focus the organization on accelerating innovation, enhancing customer experience, driving revenue growth and winning market share, and had total cumulative pre-tax charges of $0.5 billion.

For additional information about our restructuring programs, refer to Note 5 to the current period's consolidated financial statements.

Certain Litigation Charges We classify specified certain litigation charges and gains related to significant legal matters as certain litigation charges in the consolidated statements of income. For additional information, refer to Note 16 in the current period's consolidated financial statements.

Other Operating Expense (Income), Net Other operating expense (income), net primarily includes royalty expense, currency remeasurement and derivative gains and losses, Puerto Rico excise taxes, changes in the fair value of contingent consideration, certain acquisition and divestiture-related items, and income from funded research and development arrangements.

For the three and nine months ended ~~July 28, 2023,~~January 26, 2024, the ~~change~~decrease in other operating expense (income), net was driven by the net currency impact of remeasurement expense and our hedging programs, which resulted in a ~~$21~~net loss of $12 million and net gain of $16 million, respectively, as compared to a net gain of $132 million and $351 million, respectively, in the corresponding periods in the prior year. The decrease was partially offset by a decrease of $22 million and $67 million in Puerto Rico Excise ~~Tax compared to~~Taxes for the ~~corresponding period in the prior year.~~three and nine months ended January 26, 2024. As a result of newly enacted tax legislation in Puerto Rico, the Company is no 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 consolidated statements of ~~income~~. ~~Additionally,~~income.

For the ~~change was driven by the net currency impact of remeasurement expense and our hedging programs, which resulted in a net loss of $3 million for the three~~nine months ended ~~July 28, 2023 as compared to a net gain of $81 million for~~January 26, 2024, the ~~corresponding period in the prior year. Further driving the change~~decrease in other operating expense (income), net was ~~$67 million of~~also driven by a decrease in acquisition and divestiture-related expenses, which was primarily attributable to non-cash pre-tax ~~impairments,~~charges of $81 million, primarily related to goodwill, recorded in the prior year as a result of the April 1, 2023 sale of half of the Company's RCS ~~business and $22 million of integration and deal costs recorded during the three months ended July 29, 2022.~~business.

Other Non-Operating Income, Net Other non-operating income, net includes the non-service component of net periodic pension and postretirement benefit cost, investment gains and losses, and interest income.

For the three and nine months ended ~~July 28, 2023,~~January 26, 2024, the ~~decrease~~increase in other non-operating income, net is primarily attributable toan increase in interest income, partially offset by net losses on our minority investment ~~portfolio, partially offset by an increase in interest income.~~portfolio. Interest income was $170 million and $429 million for the three and nine months ended January 26, 2024, respectively, and $118 million and $246 million for the three and nine months ended January 27, 2023, respectively. Net losses on minority investments were ~~$64~~$24 million and $113 million for the three and nine months ended ~~July 28, 2023,~~January 26, 2024, respectively, as compared to a net gain of $4$7 million and $22 million for the three and nine months ended ~~July 29, 2022. Interest income was $111 million and $55 million for the three months ended July 28,~~January 27, 2023, ~~and July 29, 2022,~~ respectively.

Interest Expense, Net Interest expense, net includes interest incurred on our outstanding borrowings, amortization of debt issuance costs and debt premiums or discounts, amortization of amounts excluded from the effectiveness assessment of certain net investment hedges, and charges recognized in connection with the early redemption of senior notes.

For the three and nine months ended ~~July 28, 2023,~~January 26, 2024, the ~~decrease~~increase in interest expense, net was primarily ~~due to~~driven by increased interest rates on our global liquidity structures, the impact of higher coupons on Senior Notes issued in the second quarter of fiscal year 2023, and the higher outstanding commercial paper balance. Partially offsetting the increase for the three and nine months was $49 million and $148 million, respectively, in after-tax gains representing amounts excluded from the effectiveness assessment of certain net investment hedges, compared to ~~$21~~$26 million and $74 million, respectively, for the corresponding ~~period~~periods in the prior year. ~~Further driving~~Also partially offsetting the ~~decrease~~increase in interest expense, net was the $53 million charge incurred as a result of the early redemption of approximately $2.3 billion of senior notes during the ~~three~~nine months ended ~~July 29, 2022.~~January 27, 2023.

INCOME TAXES


		Three months ended
	Three months ended											Three months ended			Nine months ended
(in millions)	(in millions)	July 28, 2023			July 29, 2022			(in millions)	January 26, 2024		January 27, 2023		January 26, 2024			January 27, 2023
Income tax provision	Income tax provision	$	400		$	112
Income before income taxes	Income before income taxes	1,196			1,044
Effective tax rate	Effective tax rate	33.4		%	10.7		%	Effective tax rate	9.2	%	10.6	%	23.5	%		31.9	%

Non-GAAP income tax provision	Non-GAAP income tax provision	$	300		$	230
Non-GAAP income tax provision
Non-GAAP income tax provision
Non-GAAP income before income taxes	Non-GAAP income before income taxes	1,902			1,734
Non-GAAP Nominal Tax Rate	Non-GAAP Nominal Tax Rate	15.8		%	13.3		%	Non-GAAP Nominal Tax Rate	15.2	%	12.1	%	16.0	%		12.9	%

Difference between the effective tax rate and Non-GAAP Nominal Tax Rate	Difference between the effective tax rate and Non-GAAP Nominal Tax Rate	(17.6)		%	2.6		%
Difference between the effective tax rate and Non-GAAP Nominal Tax Rate
Difference between the effective tax rate and Non-GAAP Nominal Tax Rate									6.0	%	1.5	%	(7.5)	%		(19.0)	%

Our effective tax rate for the three and nine months ended ~~July 28, 2023~~January 26, 2024 was ~~33.4%~~9.2% and 23.5%, respectively, as compared to ~~10.7%~~10.6% and 31.9% for the three and nine months ended January 27, 2023, respectively. The decrease in our effective tax rate for the three months ended ~~July 29, 2022. The increase in our effective tax rate~~January 26, 2024 primarily relates to ~~an income~~a Swiss Cantonal tax ~~reserve adjustment associated with the Ventor court decision discussed above,~~rate change on previously recorded deferred tax assets, which was partially offset by an increase in Puerto Rico withholding tax rates and finalization of certain tax returns and statute of limitation lapses for the ~~benefit from~~quarter ended January 27, 2023. The decrease in the ~~release~~effective tax rate for the nine months ended January 26, 2024 was attributable to the previously highlighted items and the $764 million income tax charge recorded during the nine months ended January 27, 2023 related to the U.S. Tax Court decision, partially offset by the Ventor court decision noted above and the establishment of a valuation allowance ~~during the three months ended July 29, 2022.~~against certain net operating losses.

Our Non-GAAP Nominal Tax Rate for the three and nine months ended ~~July 28, 2023~~January 26, 2024 was ~~15.8%~~15.2% and 16.0%, respectively, as compared to ~~13.3%~~12.1% and 12.9% for the three and nine months ended ~~July 29, 2022, respectively.~~January 27, 2023, respectively The change in our Non-GAAP Nominal Tax Rate was primarily due to an increase in Puerto Rico withholding tax rates, ~~and~~ year-over-year changes in operational results by ~~jurisdiction.~~jurisdiction, and a decrease in benefit related to the finalization of certain returns and statute of limitation lapses from the quarter ended January 27, 2023. An increase in our Non-GAAP Nominal Tax Rate of 1 percent would result in an additional income tax provision for the three and nine months ended ~~July 28, 2023,~~January 26, 2024 of approximately ~~$19 million.~~$21 million and $60 million, respectively.

LIQUIDITY AND CAPITAL RESOURCES

We are currently in a strong financial position, and we believe our balance sheet and liquidity as of ~~July 28, 2023~~January 26, 2024 provide us with flexibility, and our cash, cash equivalents, and current investments, along with our credit facility and related commercial paper programs will satisfy our foreseeable operating needs.

Our liquidity and capital structure are evaluated regularly within the context of our annual operating and strategic planning processes. We consider the liquidity necessary to fund our operations, which includes working capital needs, investments in research and development, property, plant, and equipment, and other operating costs. We also consider capital allocation alternatives that balance returning value to shareholders through dividends and share repurchases, satisfying maturing debt, and acquiring businesses and technology.

Summary of Cash Flows

The following is a summary of cash provided by (used in) operating, investing, and financing activities, the effect of exchange rate changes on cash and cash equivalents, and the net change in cash and cash equivalents:

Three months ended

Nine months ended

(in millions)

July 28, 2023

July 29, 2022

(in millions)

January 26, 2024

January 27, 2023

Cash provided by (used in):

Operating activities

875

1,083

Investing activities

(539)

(1,585)

Financing activities

(501)

(950)

Effect of exchange rate changes on cash and cash equivalents

(39)

(122)

Net change in cash and cash equivalents

(204)

(1,574)

Operating Activities The ~~$208~~$431 million ~~decrease~~increase in net cash provided was primarily driven by ~~timing of payments~~an increase in cash collected from customers due to ~~vendors.~~an increase in sales. The ~~decrease~~increase in net cash was partially offset by timing of payments to vendors, as well as an increase in cash ~~collected from customers and decrease in cash~~ paid for ~~income taxes. The~~

~~increase in cash collected from customers was primarily related~~interest and litigation. For more information on litigation payments, refer to ~~increase in sales and the decrease in cash paid for income taxes was due to estimated income tax payments.~~Note 16.

Investing Activities The ~~$1.0~~$1.3 billion decrease in cash used was primarily attributable to a decrease in cash paid for acquisitions of ~~$1.2~~$1.8 billion, partially offset by an increase in net purchases of investments of ~~$170~~$195 million, as compared to the corresponding period in the prior fiscal year.

Financing Activities There was a ~~$449 million decrease~~$2.0 billion increase in net cash used during the ~~three~~nine months ended ~~July 28, 2023,~~January 26, 2024, as compared to the corresponding period in the prior fiscal ~~year, which is primarily attributable to~~year. In the ~~$500 million of~~current period, there was an increase in commercial paper that was issued and outstanding at quarter ~~end.~~end of $385 million. This increase in cash provided by financing activities was offset by activity in the prior fiscal year. In the second quarter of fiscal year 2023, the Company issued four tranches of Euro-denominated Senior Notes of approximately $3.4 billion. In the first quarter of fiscal year 2023, the Company issued short-term borrowings of approximately $2.3 billion under the Fiscal 2023 Loan Agreement and used the proceeds to fund the early redemption of senior notes for total consideration of $2.3 billion. For more information on the commercial paper, ~~and~~Senior Notes issued, Term Loan and redemption of senior notes, refer to the Debt and Capital section.

Debt and Capital

Our capital structure consists of equity and interest-bearing debt. We primarily utilize unsecured senior debt obligations to meet our financing needs and, to a lesser extent, bank borrowings. From time to time, we may repurchase our outstanding debt obligations in the open market or through privately negotiated transactions.

Total debt at ~~July 28, 2023~~January 26, 2024 was ~~$25.0~~$25.2 billion as compared to $24.4 billion at April 28, 2023. The increase in total debt was driven by commercial paper outstanding of ~~$500 million, as well as~~$1.0 billion, offset by fluctuations in exchange rates.

In May 2022, we entered into a term loan agreement (Fiscal 2023 Loan Agreement) with Mizuho Bank, Ltd. for an aggregate principal amount of up to ¥300 billion with a term of 364 days. In May and June 2022, Medtronic ~~Luxco~~Global Holdings S.C.A. (Medtronic Luxco) borrowed an aggregate of ¥297 billion, or approximately $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 redemption of $1.9 billion of Medtronic Inc. Senior Notes for $1.9 billion of total consideration, and $368 million of Medtronic Luxco Senior Notes for $376 million of total consideration. The Company recognized a total loss on debt extinguishment of $53 million within interest expense, net in the consolidated statements of income in the quarter ended July 29, 2022, which primarily included cash premiums and accelerated amortization of deferred financing costs and debt discounts and premiums. During the fourth quarter of fiscal year 2023, the Company repaid the term loan in full, including interest.

In September 2022, we issued four tranches of Euro-denominated Senior Notes with an aggregate principal of €3.5 billion, with maturities ranging from fiscal year 2026 to 2035, resulting in cash proceeds of approximately $3.4 billion, net of discounts and issuance costs. The Company used the net proceeds to repay at maturity €750 million of 0.000% Medtronic Luxco Senior Notes for $772 million of total consideration in December 2022 and €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 consideration in March 2023.

In March 2023, Medtronic Luxco issued two tranches of USD-denominated Senior Notes with an aggregate principal of $2.0 billion, with maturities ranging from 2028 to 2033, resulting in cash proceeds of approximately $2.0 billion, net of discounts and issuance costs. The Company used the net proceeds supplemented by additional cash to repay the ¥297 billion Fiscal 2023 Loan Agreement discussed above for $2.3 billion of total consideration.

We 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 Directors authorized the repurchase of $6.0 billion of the Company's ordinary shares. There is no specific time period associated with these repurchase authorizations. During the ~~three~~nine months ended ~~July 28, 2023,~~January 26, 2024, the Company repurchased a total of 26 million shares under this program at an average price of ~~$87.35.~~$81.83. At ~~July 28, 2023,~~January 26, 2024, we had approximately ~~$2.2~~$1.9 billion remaining under the share repurchase program authorized by our Board of Directors.

For more information on credit arrangements, refer to Note 7 to the current period's consolidated financial statements and Note 6 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 28, 2023.

Liquidity

Our liquidity sources at ~~July 28, 2023~~January 26, 2024 included ~~$1.3~~$1.6 billion of cash and cash equivalents and ~~$6.5~~$6.7 billion of current investments. Additionally, we maintain commercial paper programs and a Credit Facility.

Our investments primarily include available-for-sale debt securities, including U.S. and non-U.S. government and agency securities, corporate debt securities, mortgage-backed securities, certificates of deposit, and other asset-backed securities. Refer to Note 6 to the current period's consolidated financial statements for additional information regarding fair value measurements.

We maintain multicurrency commercial paper programs for short-term financing, which allow us to issue unsecured commercial paper notes on a private placement basis up to a maximum aggregate amount outstanding at any time of $3.5 billion. At ~~July 28, 2023~~January 26, 2024 and April 28, 2023, we had ~~$500 million~~$1.0 billion and no commercial paper outstanding, respectively. The issuance of commercial paper reduces the amount of credit available under our existing line of credit, as explained below.

We also have a $3.5 billion five-year syndicated credit facility (Credit Facility), which expires in December 2027. At each anniversary date of the Credit Facility we can request a one-year extension of the maturity date. The Credit Facility provides backup funding for the commercial paper programs and may also be used for general corporate purposes. The Credit Facility provides us with the ability to increase our borrowing capacity by an additional $1.0 billion at any time during the term of the agreement. At ~~July 28, 2023~~January 26, 2024 and April 28, 2023, no amounts were outstanding under the Credit Facility.

Interest rates on advances of our Credit Facility are determined by a pricing matrix based on our long-term debt ratings assigned by Standard & Poor'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 same manner as the interest rates. We are in compliance with all covenants related to the Credit Facility.

The following table is a summary of our S&P and Moody's long-term debt ratings and short-term debt ratings:

Agency Rating(1)

~~July 28, 2023~~January 26, 2024

April 28, 2023

Standard & Poor's Ratings Services

Long-term debt

Short-term debt

A-1

Moody's Investors Service

Long-term debt

Short-term debt

P-2

(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 security 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 rating should be evaluated independently of any other rating.

S&P and Moody's long-term debt ratings and short-term debt ratings at ~~July 28, 2023~~January 26, 2024 were unchanged as compared to the ratings at April 28, 2023. We 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 our balance sheet, Credit Facility, and related commercial paper programs.

We have future contractual obligations and other minimum commercial commitments that are entered into in the normal course of business. We believe our off-balance sheet arrangements do not have a material current or anticipated future effect on our consolidated earnings, financial position, and/or cash flows. Refer to the Debt and Capital section above for changes in debt obligations during the ~~first~~third quarter of fiscal year 2024; there have been no other material changes to our long-term contractual obligations as reported in our most recent Annual Report filed on Form 10-K for the fiscal year ended April 28, 2023.

ACQUISITIONS

~~EOFlow Co. Ltd Acquisition~~

On May 25, 2023, the Company entered into a set of definitive agreements to acquire EOFlow Co. Ltd. (EOFlow), manufacturer of the EOPatch device – a tubeless, wearable, and fully disposable insulin delivery device. The acquisition expands the Diabetes segment portfolio of products. To the extent that all the public shares participate in the tender offer, the total consideration for the acquisition of the shares in EOFlow would be KRW 971 billion, or $760 million, at exchange rates on July 28, 2023. The acquisition is expected to close in the second half of calendar year 2023 subject to the satisfaction of the minimum tender condition and certain customary closing conditions, including receipt of required regulatory clearances.

Information regarding acquisitions is included in Note 4 to the current period's consolidated financial statements.

GOODWILL

We assess goodwill and indefinite-lived intangible assets for impairment annually in the third quarter of the fiscal year and whenever an event occurs or circumstances change that would indicate the carrying amount may be impaired. There were no impairments of goodwill in the current period as a result of the annual impairment test. As further described in Note 10, we have certain new operating segments as of the beginning of fiscal year 2024. Goodwill reporting units were tested for impairment before and after the alignment. There was no impairment of goodwill ~~in the current period~~ as a result of the impairment test.

The goodwill allocation and the tests for impairment of goodwill requires us to make several estimates related to projected future cash flows to determine the fair value of the goodwill reporting units. We calculateCompany calculates the excess of each reporting unit's fair value over its carrying amount, including goodwill, utilizing a discounted cash flow ~~analysis. The test for goodwill is based on future~~analysis and revenue and earnings multiples using comparable public company information. Significant assumptions used in reporting unit fair value measurements include forecasted cash flows, ~~that require significant judgment with respect to future~~including revenue and expense growth rates, discount rates, and ~~discount rates. The discount rate applied to the cash flow analysis is based on the weighted average cost of capital (“WACC”) for each reporting unit.~~revenue and earnings multiples. An impairment loss is recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. A change in any of these estimates and assumptions could produce a different fair value, which could have a material impact on ~~the~~ our results of operations.

Definite-lived intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset (asset group) may not be recoverable. There were no impairments of intangible assets in the current period. Further adverse changes to macroeconomic conditions or significant changes to our current and future expected financial performance could lead to goodwill or intangible asset impairment charges in future periods, and such charges could be material to our results of operations.

CRITICAL ACCOUNTING ESTIMATES

We have used various accounting policies to prepare the consolidated financial statements in accordance with U.S. GAAP. Our significant accounting policies are disclosed in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 28, 2023.

The preparation of the consolidated financial statements, in conformity with U.S. GAAP, requires us to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates reflect our best judgment about economic and market conditions and the potential effects on the valuation and/or carrying value of assets and liabilities based upon relevant information available. We base our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

As of ~~July 28, 2023,~~January 26, 2024, there were no material changes to our critical accounting estimates.

NEW ACCOUNTING PRONOUNCEMENTS

Information regarding new accounting pronouncements is included in Note 2 to the current period's consolidated financial statements.

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

Medtronic plc and Medtronic Global Holdings S.C.A. (Medtronic Luxco), a wholly-owned subsidiary guarantor, each have provided full and unconditional guarantees of the obligations of Medtronic, Inc., a wholly-owned subsidiary issuer, under the Senior Notes (Medtronic Senior Notes) and full and unconditional guarantees of the obligations of Covidien International Finance S.A. (CIFSA), a wholly-owned subsidiary issuer, under the Senior Notes (CIFSA Senior Notes). The guarantees of the CIFSA Senior Notes are in addition to the guarantees of the CIFSA Senior Notes by Covidien Ltd. and Covidien Group Holdings Ltd., both of which are wholly-owned subsidiary guarantors of the CIFSA Senior Notes. Medtronic plc and Medtronic, Inc. each have provided a full and unconditional guarantee of the obligations of Medtronic Luxco under the Senior Notes (Medtronic Luxco Senior Notes). The following is a summary of these guarantees:

Guarantees of Medtronic Senior Notes

•Parent Company Guarantor – Medtronic plc

•Subsidiary Issuer – Medtronic, Inc.

•Subsidiary Guarantor – Medtronic Luxco

Guarantees of Medtronic Luxco Senior Notes

•Parent Company Guarantor – Medtronic plc

•Subsidiary Issuer – Medtronic Luxco

•Subsidiary Guarantor – Medtronic, Inc.

Guarantees of CIFSA Senior Notes

•Parent Company Guarantor – Medtronic plc

•Subsidiary Issuer – CIFSA

•Subsidiary Guarantors – Medtronic Luxco, Covidien Ltd., and Covidien Group Holdings Ltd. (CIFSA Subsidiary Guarantors)

The following tables present summarized results of operations for the ~~three~~nine months ended ~~July 28, 2023~~January 26, 2024 and summarized balance sheet information at ~~July 28, 2023~~January 26, 2024 and April 28, 2023 for the obligor groups of Medtronic and Medtronic Luxco Senior Notes, and CIFSA Senior Notes. The obligor group consists of the parent company guarantor, subsidiary issuer, and subsidiary guarantors for the applicable senior notes. The summarized financial information is presented after elimination of (i) intercompany transactions and balances among the guarantors and issuers and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor or issuer.

The summarized results of operations information for the ~~three~~nine months ended ~~July 28, 2023~~January 26, 2024 was as follows:


(in millions)	(in millions)	Medtronic & Medtronic Luxco Senior Notes (1)		CIFSA Senior Notes (2)		(in millions)	Medtronic & Medtronic Luxco Senior Notes (1)	CIFSA Senior Notes (2)
Net sales	Net sales	$	822	$	—
Operating profit (loss)		(538)		14
Operating loss
Loss before income taxes	Loss before income taxes	(1,077)		(585)
Net loss attributable to Medtronic	Net loss attributable to Medtronic	(921)		(582)

The summarized balance sheet information at ~~July 28, 2023~~January 26, 2024 was as follows:


(in millions)	(in millions)	Medtronic & Medtronic Luxco Senior Notes (1)		CIFSA Senior Notes (2)		(in millions)	Medtronic & Medtronic Luxco Senior Notes (1)	CIFSA Senior Notes (2)
Total current assets(3)	Total current assets(3)	$	21,748	$	8,591
Total noncurrent assets(4)	Total noncurrent assets(4)	5,968		11
Total current liabilities(5)	Total current liabilities(5)	34,489		27,164
Total noncurrent liabilities		60,256		67,062
Total noncurrent liabilities(6)
Noncontrolling interests	Noncontrolling interests	188		188

(1)The Medtronic Senior Notes and Medtronic Luxco Senior Notes obligor group consists of the following entities: Medtronic plc, Medtronic Luxco, and Medtronic, Inc. Refer to the guarantee summary above for further details.

(2)The CIFSA Senior Notes obligor group consists of the following entities: Medtronic plc, Medtronic Luxco, CIFSA, and CIFSA Subsidiary Guarantors. Refer to the guarantee summary above for further details.

(3)Includes receivables due from non-guarantor subsidiaries of ~~$20.9~~$20.0 billion and ~~$8.4~~$6.5 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA Senior Notes, respectively.

(4)Includes loans receivable due from non-guarantor subsidiaries of ~~$20.0~~$19.0 million for Medtronic & Medtronic Luxco Senior Notes. No loans receivable due from non-guarantor subsidiaries for CIFSA Senior Notes.

(5)Includes payables due to non-guarantor subsidiaries of ~~$32.2~~$33.7 billion and ~~$26.4~~$29.2 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA Senior Notes, respectively.

(6)Includes loans payable due to non-guarantor subsidiaries of ~~$33.6~~$34.0 billion and ~~$47.2~~$47.6 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA Senior Notes, respectively.

The summarized balance sheet information at April 28, 2023 was as follows:


(in millions)	Medtronic & Medtronic Luxco Senior Notes (1)		CIFSA Senior Notes (2)
Total current assets(3)	$	23,198	$	8,344
Total noncurrent assets(4)	5,897		3
Total current liabilities(5)	33,854		25,184
Total noncurrent liabilities(6)	59,624		66,449
Noncontrolling interests	182		182

(3)Includes receivables due from non-guarantor subsidiaries of $22.5 billion and $8.3 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA Senior Notes, respectively.

(4)Includes loans receivable due from non-guarantor subsidiaries of $20.0 million for Medtronic & Medtronic Luxco Senior Notes. No loans receivable due from non-guarantor subsidiaries for CIFSA Senior Notes.

(5)Includes payables due to non-guarantor subsidiaries of $31.8 billion and $25.0 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA Senior Notes, respectively.

(6)Includes loans payable due to non-guarantor subsidiaries of $33.1 billion and $46.7 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA Senior Notes, respectively.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, and other written reports and oral statements made by or with the approval of one of the Company’s executive officers from time to time, may include “forward-looking” statements. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans, objectives of management for future operations and current expectations or forecasts of future results, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Our forward-looking statements may include statements related to our growth and growth strategies, developments in the markets for our products, therapies and services, financial results, product development launches and effectiveness, research and development strategy, regulatory approvals, competitive strengths, the potential or anticipated direct or indirect impact of public health crises and geopolitical conflicts on our business, results of operations, and/or financial condition, restructuring and cost-saving initiatives, intellectual property rights, litigation and tax matters, governmental proceedings and investigations, mergers and acquisitions, divestitures, market acceptance of our products, therapies and services, accounting estimates, financing activities, ongoing contractual obligations, working capital adequacy, value of our investments, our effective tax rate, our expected returns to shareholders, and sales efforts. In some cases, such statements may be identified by the use of terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “plan,” “possible,” “potential,” “project,” “should,” “will,” and similar words or expressions. Forward-looking statements in this Quarterly Report include, but are not limited to, statements regarding our ability to drive long-term shareholder value, development and future launches of products and continued or future acceptance of products, therapies and services in our segments; expected timing for completion of research studies relating to our products; market positioning and performance of our products, including stabilization of certain product markets; divestitures and the potential benefits thereof; the costs and benefits of integrating previous acquisitions; anticipated timing for United States (U.S.) Food and Drug Administration (U.S. FDA) and non-U.S. regulatory approval of new products; increased presence in new markets, including markets outside the U.S.; changes in the market and our market share; acquisitions and investment initiatives, including the timing of regulatory approvals as well as integration of acquired companies into our operations; the resolution of tax matters; the effectiveness of our development activities in reducing patient care costs and hospital stay lengths; our approach towards cost containment; our expectations regarding healthcare costs, including potential changes to reimbursement policies and pricing pressures; our expectations regarding changes to patient standards of care; our ability to identify and maintain successful business partnerships; the elimination of certain positions or costs related to restructuring initiatives; outcomes in our litigation matters and governmental proceedings and investigations; general economic conditions; the adequacy of available working capital and our working capital needs; our payment of dividends and redemption of shares; the continued strength of our balance sheet and liquidity; our accounts receivable exposure; and the potential impact of our compliance with governmental regulations and accounting guidance.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, results of operations, financial condition, and/or cash flows. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions

described in the “Risk Factors” section and elsewhere in our Annual Report on Form 10-K. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. One must carefully consider forward-looking statements and understand that such forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, and involve a variety of risks and uncertainties, known and unknown, including, among others, those discussed in the sections entitled “Government Regulation” within “Item 1. Business” and “Item 1A. Risk Factors” in our Annual Report on Form 10-K, as well as those related to:

•competition in the medical device industry;

•delays in regulatory approvals;

•public health crises;

•reduction or interruption in our supply;

•failure to complete or achieve the intended benefits of acquisitions or divestitures;

•adverse regulatory action;

•laws and governmental regulations;

•litigation results;

•quality problems;

•healthcare policy changes;

•cybersecurity incidents;

•international operations, including the impact of armed conflicts;

•self-insurance;

•commercial insurance;

•changes in applicable tax rates;

•positions taken by taxing authorities;

•decreasing selling prices and pricing pressure;

•liquidity shortfalls;

•fluctuations in currency exchange rates;

•inflation; or

•disruption of our current plans and operations.

Consequently, no forward-looking statement may be guaranteed, and actual results may vary materially from those projected in the forward-looking statements. We intend to take advantage of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding our forward-looking statements and are including this sentence for the express purpose of enabling us to use the protections of the safe harbor with respect to all forward-looking statements. While we may elect to update these forward-looking statements at some point in the future, whether as a result of any new information, future events, or otherwise, we have no current intention of doing so except to the extent required by applicable law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

CURRENCY EXCHANGE RATE RISK

Due to the global nature of our operations, we are exposed to currency exchange rate changes, which may cause fluctuations in earnings and cash flows. Fluctuations in the currency exchange rates of currency exposures that are unhedged, such as in certain emerging markets, may result in future earnings and cash flow volatility. The gross notional amount of all currency exchange rate derivative instruments outstanding at ~~July 28, 2023~~January 26, 2024 and April 28, 2023 was ~~$22.9~~$22.8 billion and $22.0 billion, respectively. At ~~July 28, 2023,~~January 26, 2024, these contracts were in a net unrealized gain position of ~~$91~~$413 million. Additional information regarding our currency exchange rate derivative instruments is included in Note 8 to the current period's consolidated financial statements.

A sensitivity analysis of changes in the fair value of all currency exchange rate derivative contracts at ~~July 28, 2023~~January 26, 2024 indicates that, if the U.S. dollar uniformly strengthened/weakened by 10 percent against all currencies, the fair value of these contracts would increase/decrease by approximately ~~$1.6~~$1.7 billion. Any gains and losses on the fair value of derivative contracts would generally be offset by gains and losses on the underlying transactions. These offsetting gains and losses are not reflected in the above analysis.

INTEREST RATE RISK

We are subject to interest rate risk on our short-term investments and our borrowings. We manage interest rate risk in the aggregate, while focusing on our immediate and intermediate liquidity needs. Our debt portfolio at ~~July 28, 2023~~January 26, 2024 was comprised of debt predominantly denominated in U.S. dollars and Euros, of which substantially all is fixed rate debt. We are also exposed to interest rate changes affecting our investments in interest rate sensitive instruments, which include our marketable debt securities.

A sensitivity analysis of the impact on our interest rate-sensitive financial instruments of a hypothetical 50 basis point change in interest rates, as compared to interest rates at ~~July 28, 2023,~~January 26, 2024, indicates that the fair value of these instruments would correspondingly change by $61 million.

For a discussion of current market conditions and the impact on our financial condition and results of operations, please see the “Liquidity” section of the current period's Management's Discussion and Analysis. For additional discussion of market risk, refer to Notes 6 and 8 to the current period's consolidated financial statements.

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange 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 the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this quarterly report, our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) are effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

In accordance with Item 103 of Regulation S-K, we have adopted a $1 million disclosure threshold for proceedings under environmental laws to which a governmental authority is a party, as we believe matters under this threshold are not material to the Company. A discussion of the Company’s legal proceedings and other loss contingencies are described in Note 16 to the current period's consolidated financial statements.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information about the shares repurchased by the Company during the ~~first~~third quarter of fiscal year 2024:
Fiscal Period Total Number of
Shares Purchased Average Price
Paid per Share Total Number of Shares
Purchased as a Part of
Publicly Announced
Program Maximum Approximate Dollar Value of Shares that may yet be Purchased Under the Program
4/29/2023-5/26/2023 357,800 $ 89.35 357,800 $ 2,346,149,738
5/27/2023-6/30/2023 551,200 85.79 551,200 2,298,859,931
7/1/2023-7/28/2023 787,668 87.52 787,668 2,229,920,199
Total 1,696,668 $ 87.35 1,696,668 $ 2,229,920,199


Fiscal Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as a Part of Publicly Announced Program	Maximum Approximate Dollar Value of Shares that may yet be Purchased Under the Program
10/28/2023-11/24/2023	768,174	$	71.60	768,174	$	1,986,307,439
11/25/2023-12/29/2023	517,450	81.94		517,450	1,943,908,583
12/30/2023-1/26/2024	313,100	85.48		313,100	1,917,143,426
Total	1,598,724	$	77.66	1,598,724	$	1,917,143,426

In March 2019, the Company's Board of Directors authorized the repurchase of $6.0 billion of the Company's ordinary shares. There is no specific time period associated with these repurchase authorizations.

Item 5. Other Information

Medtronic has engaged in certain activities that it is required 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 fiscal year 2024, Medtronic engaged in certain regulatory activities involving Russia’s Federal Security Service (“FSB”) related to its medical devices that were expressly authorized by the U.S. Government under applicable economic sanctions regulations.

During the first quarter of fiscal year 2024 ending July 28, 2023, in the normal course of business and consistent with Office of Foreign Assets Control authorizations as in effect at the time, Medtronic Russia filed on~~e notification~~ with the FSB, as required under local Russian law for the import of medical devices that make use of encryption functionality. This activity did not directly result in any revenues or profits for Medtronic. To the extent that notifications with the FSB remain permissible under U.S. law, Medtronic may decide to continue engaging in such activities for the limited purposes of complying with local law requirements in Russia.

~~Rule 10b5-1 Director and Officer Trading Arrangements~~

During the three months ended July 28, 2023, certain of our officers and directors adopted “Rule 10b5-1 trading arrangements,” intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act as follows.

On July 14, 2023, Karen L. Parkhill, Executive Vice President and Chief Financial Officer, adopted a Rule 10b5-1 trading plan. Ms. Parkhill’s trading plan provides for the sale of up to 3,351 shares of the Company’s common stock prior to the plan's August 30, 2024 termination date.

Not applicable.

Item 6. Exhibits

(a)

Exhibits

~~10.1~~

~~Performance Share~~ ~~Unit~~ ~~Awar~~d ~~Agreeme~~nt ~~2021~~ ~~Medtronic~~ p ~~lc Long Term Incentive Plan~~

~~10.2~~

~~Restricted Stock Unit Award Agreement 2021 Medtronic plc Long Term Incentive Plan~~

~~10.3~~

~~Restricted Stock Unit Award Agreement 2021 Medtronic plc Long Term Incentive Plan~~

~~10.4~~

~~Non-~~Q ~~ualified Stock Option Agreement 2021 Medtronic plc Long Term Incentive Plan~~

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.SCH

Inline XBRL Schema Document.

101.CAL

Inline XBRL Calculation Linkbase Document.

101.DEF

Inline XBRL Definition Linkbase Document.

101.LAB

Inline XBRL Label Linkbase Document.

101.PRE

Inline XBRL Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

4953

SIGNATURE

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


		Medtronic plc
		(Registrant)

Date:	~~August 31, 2023~~February 27, 2024	/s/ Jennifer M. Kirk
		Jennifer M. Kirk
		Senior Vice President, Global Controller and Chief Accounting Officer (Principal Accounting Officer)

5054


	Three months ended July 28, 2023
(in millions, except per share data)	Income Before Income Taxes		Income Tax Provision (Benefit)		Net Income Attributable to Medtronic		Diluted EPS		Effective Tax Rate
GAAP	$	1,196	$	400	$	791	$	0.59	33.4	%
Non-GAAP Adjustments:
Amortization of intangible assets	429		65		364		0.27		15.2
Restructuring and associated costs(2)	91		15		76		0.06		16.5
Acquisition and divestiture-related items(3)	50		3		46		0.03		6.0
Certain litigation charges	40		9		31		0.02		22.5
(Gain)/loss on minority investments(4)	64		—		64		0.05		—
Medical device regulations(5)	31		7		25		0.02		22.6
Certain tax adjustments, net(6)	—		(198)		198		0.15		—
Non-GAAP	$	1,902	$	300	$	1,596	$	1.20	15.8	%

	Three months ended July 29, 2022
(in millions, except per share data)	Income Before Income Taxes		Income Tax Provision (Benefit)		Net Income Attributable to Medtronic		Diluted EPS		Effective Tax Rate
GAAP	$	1,044	$	112	$	929	$	0.70	10.7	%
Non-GAAP Adjustments:
Amortization of intangible assets	423		65		359		0.27		15.4
Restructuring and associated costs(2)	76		16		60		0.04		21.1
Acquisition and divestiture-related items(3)	109		7		102		0.08		6.4
(Gain)/loss on minority investments(4)	(4)		—		(4)		—		—
Medical device regulations(5)	32		6		26		0.02		18.8
Debt redemption premium and other charges(7)	53		11		42		0.03		20.8
Certain tax adjustments, net(8)	—		13		(13)		(0.01)		—
Non-GAAP	$	1,734	$	230	$	1,502	$	1.13	13.3	%