Guarantor Financial Information | Guarantor Financial Information Medtronic plc and Medtronic Global Holdings S.C.A. (Medtronic Luxco) each have provided full and unconditional guarantees of the obligations of Medtronic, Inc. under the Senior Notes (Medtronic Senior Notes) and full and unconditional guarantees of the obligations of Covidien International Finance S.A. (CIFSA) 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. The guarantees provided by the parent company guarantor and subsidiary guarantors are joint and several. A summary of the guarantees is as follows: Guarantees of Medtronic Senior Notes • Parent Company Guarantor - Medtronic plc • Subsidiary Issuer - Medtronic, Inc. • Subsidiary Guarantor - Medtronic Luxco Guarantees of CIFSA Senior Notes • Parent Company Guarantor - Medtronic plc • Subsidiary Issuer - CIFSA • Subsidiary Guarantors - Medtronic Luxco, Covidien Ltd., and Covidien Group Holdings Ltd. Subsequent to January 27, 2017, the Company filed a Form S-3 registration statement with the Securities and Exchange Commission to support future issuances of registered debt securities from either Medtronic Luxco or Medtronic, Inc. Medtronic plc and Medtronic, Inc. will be the parent company guarantor and subsidiary guarantor, respectively, if Medtronic Luxco issues registered debt securities. The guarantee structure of the existing Medtronic Senior Notes will apply to any registered debt securities issued by Medtronic, Inc. under this registration statement. The following presents the Company’s consolidating statements of comprehensive income for the three and nine months ended January 27, 2017 and January 29, 2016 , condensed consolidating balance sheets at January 27, 2017 and April 29, 2016 , and condensed consolidating statements of cash flows for the nine months ended January 27, 2017 and January 29, 2016 . Condensed consolidating financial information is presented on a stand-alone basis using the equity method of accounting. During the third quarter of fiscal year 2017, the Company undertook certain steps to reorganize ownership of various subsidiaries. The transactions were entirely among subsidiaries under the common control of Medtronic. This reorganization has been reflected as of the beginning of the earliest period presented. As previously disclosed, the Company made revisions to its consolidating statements of comprehensive income of the guarantees of the Medtronic Senior Notes and CIFSA Senior notes as previously presented in Note 18 in the Company’s Quarterly Report on Form 10-Q for the period ended January 29, 2016 due to an incorrect presentation of the equity in net (income) loss of subsidiaries balances for the nine months ended January 29, 2016. In the consolidating statements of comprehensive income of the guarantees of the Medtronic Senior Notes, the $7.1 billion revision resulted in additional income reported in the equity in net (income) loss of subsidiaries line item in the Subsidiary Issuer (Medtronic, Inc.) column. In the consolidating statements of comprehensive income of the guarantees of the CIFSA Senior Notes, the $7.1 billion revision resulted in reduced income reported in the equity in net (income) loss of subsidiaries line item in the Subsidiary Issuer (CIFSA) column. There is no impact to the consolidated financial statements of Medtronic plc as previously filed in the 2016 Annual Report on Form 10-K or Quarterly Reports on Form 10-Q. As previously disclosed, the Company made revisions to its condensed consolidating balance sheets of the guarantees of the Medtronic Senior Notes and CIFSA Senior Notes as previously presented in Note 19 in the Company’s Annual Report on Form 10-K for the year ended April 29, 2016 primarily due to an income statement error recognized in the second quarter of fiscal year 2016, resulting in an incorrect presentation of the investment in subsidiaries balances. In the condensed consolidating balance sheet of the guarantees of the Medtronic Senior Notes, the $5.1 billion revision increased the line items investment in subsidiaries and shareholders' equity in the Subsidiary Issuer (Medtronic, Inc.) column. In the condensed consolidating balance sheet of the guarantees of the CIFSA Senior Notes, the $5.1 billion revision decreased the line items investment in subsidiaries and shareholders' equity in the Subsidiary Issuer (CIFSA) column. There is no impact to the consolidated financial statements of Medtronic plc as previously filed in the 2016 Annual Report on Form 10-K or Quarterly Reports on Form 10-Q. As previously disclosed, the Company revised its condensed consolidating balance sheets of the guarantees of the CIFSA Notes as previously presented in Note 19 in the Company’s Annual Report on Form 10-K for the year ended April 29, 2016 due to an incorrect presentation of intercompany capital contributions. The $20.5 billion revision decreased the investment in subsidiaries and intercompany payable balances in the Parent Guarantor (Medtronic plc) column and decreased the investment in subsidiaries and shareholders’ equity balances in the Subsidiary Guarantor column in both the condensed consolidating balance sheets of the guarantees of the Medtronic Senior Notes and CIFSA Senior Notes, decreased the intercompany receivable and shareholders’ equity balances in the Subsidiary Issuer (Medtronic, Inc.) column in the condensed consolidating balance sheets of the guarantees of the Medtronic Senior Notes, and decreased the intercompany receivable and shareholders’ equity balances in the Subsidiary Non-Guarantors column. There is no impact to the consolidated financial statements of Medtronic plc as previously filed in the 2016 Annual Report on Form 10-K or Quarterly Reports on Form 10-Q. The Company made revisions to its condensed consolidating statement of cash flows of the guarantees of the Medtronic Senior Notes and CIFSA Senior Notes as previously presented in Note 18 in the Company’s Quarterly Report on Form 10-Q for the period ended January 29, 2016 due to an incorrect presentation of intercompany capital contributions. For the Medtronic Senior Notes, an approximately $1.5 billion revision to operating, investing and financing activities was made in both the Subsidiary Guarantor and Subsidiary Non-Guarantor columns. In the CIFSA Senior Notes, a $2.1 billion revision to operating, investing and financing activities was made in the Subsidiary Issuer (CIFSA), Subsidiary Guarantors, and Subsidiary Non-Guarantors columns. Additionally, a $7.3 billion revision was made to investing and financing activities in the Subsidiary Issuer (CIFSA) column and operating and investing activities in the Subsidiary Non-Guarantors column. There is no impact to the consolidated financial statements of Medtronic plc as previously filed in the 2016 Annual Report on Form 10-K or Quarterly Reports on Form 10-Q. Consolidating Statement of Comprehensive Income Three Months Ended January 27, 2017 Medtronic Senior Notes (in millions) Parent Company Guarantor (Medtronic plc) Subsidiary Issuer (Medtronic, Inc.) Subsidiary Guarantor Subsidiary Non-guarantors Consolidating Adjustments Total Net sales $ — $ 298 $ — $ 7,283 $ (298 ) $ 7,283 Costs and expenses: Cost of products sold — 214 — 2,366 (312 ) 2,268 Research and development expense — 147 — 383 — 530 Selling, general, and administrative expense 4 264 — 2,120 — 2,388 Special charge — 100 — — — 100 Restructuring charges, net — 22 — (1 ) — 21 Certain litigation charges — — — 218 — 218 Acquisition-related items — 36 — 32 — 68 Amortization of intangible assets — 3 — 494 — 497 Other (income) expense, net 80 (498 ) — 464 — 46 Operating profit (loss) (84 ) 10 — 1,207 14 1,147 Interest income — (62 ) (157 ) (294 ) 425 (88 ) Interest expense 32 397 18 246 (425 ) 268 Interest expense (income), net 32 335 (139 ) (48 ) — 180 Equity in net (income) loss of subsidiaries (937 ) (561 ) (798 ) — 2,296 — Income from operations before income taxes 821 236 937 1,255 (2,282 ) 967 Provision (benefit) for income taxes — (60 ) — 207 — 147 Net income 821 296 937 1,048 (2,282 ) 820 Net loss attributable to noncontrolling interests — — — (1 ) — (1 ) Net income attributable to Medtronic 821 296 937 1,049 (2,282 ) 821 Other comprehensive income (loss), net of tax (551 ) 27 (551 ) (584 ) 1,108 (551 ) Total comprehensive income $ 270 $ 323 $ 386 $ 465 $ (1,174 ) $ 270 Consolidating Statement of Comprehensive Income Nine Months Ended January 27, 2017 Medtronic Senior Notes (in millions) Parent Company Guarantor (Medtronic plc) Subsidiary Issuer (Medtronic, Inc.) Subsidiary Guarantor Subsidiary Non-guarantors Consolidating Adjustments Total Net sales $ — $ 983 $ — $ 21,793 $ (982 ) $ 21,794 Costs and expenses: Cost of products sold — 706 — 7,145 (996 ) 6,855 Research and development expense — 469 — 1,171 — 1,640 Selling, general, and administrative expense 9 828 — 6,395 — 7,232 Special charge — 100 — — — 100 Restructuring charges, net — 40 — 122 — 162 Certain litigation charges — — — 300 — 300 Acquisition-related items — 96 — 52 — 148 Amortization of intangible assets — 9 — 1,475 — 1,484 Other (income) expense, net 5 (1,830 ) — 1,999 — 174 Operating profit (loss) (14 ) 565 — 3,134 14 3,699 Interest (income) — (183 ) (477 ) (719 ) 1,107 (272 ) Interest expense 74 1,203 31 603 (1,107 ) 804 Interest (income) expense, net 74 1,020 (446 ) (116 ) — 532 Equity in net (income) of subsidiaries (2,949 ) (2,074 ) (2,503 ) — 7,526 — Income (loss) from operations before income taxes 2,861 1,619 2,949 3,250 (7,512 ) 3,167 Provision (benefit) for income taxes (4 ) (10 ) — 321 — 307 Net income (loss) 2,865 1,629 2,949 2,929 (7,512 ) 2,860 Net loss attributable to noncontrolling interests — — — (5 ) — (5 ) Net income attributable to Medtronic 2,865 1,629 2,949 2,934 (7,512 ) 2,865 Other comprehensive income (loss), net of tax (1,011 ) 168 (1,011 ) (1,085 ) 1,928 (1,011 ) Total comprehensive income $ 1,854 $ 1,797 $ 1,938 $ 1,849 $ (5,584 ) $ 1,854 Consolidating Statement of Comprehensive Income Three Months Ended January 29, 2016 Medtronic Senior Notes (in millions) Parent Company Guarantor (Medtronic plc) Subsidiary Issuer (Medtronic, Inc.) Subsidiary Guarantor Subsidiary Non-guarantors Consolidating Adjustments Total Net sales $ — $ 350 $ — $ 6,934 $ (350 ) $ 6,934 Costs and expenses: Cost of products sold — 245 — 2,258 (362 ) 2,141 Research and development expense — 148 — 398 — 546 Selling, general, and administrative expense 2 245 — 2,070 — 2,317 Restructuring charges, net — — — 19 — 19 Acquisition-related items — 36 — 27 — 63 Amortization of intangible assets — 3 — 481 — 484 Other (income) expense, net 36 (574 ) — 547 — 9 Operating profit (loss) (38 ) 247 — 1,134 12 1,355 Interest income — (58 ) (174 ) (105 ) 238 (99 ) Interest expense 7 408 3 95 (238 ) 275 Interest expense (income), net 7 350 (171 ) (10 ) — 176 Equity in net (income) loss of subsidiaries (1,137 ) (621 ) (966 ) — 2,724 — Income from operations before income taxes 1,092 518 1,137 1,144 (2,712 ) 1,179 Provision (benefit) for income taxes (3 ) (16 ) 2 101 — 84 Net income 1,095 534 1,135 1,043 (2,712 ) 1,095 Other comprehensive income (loss), net of tax (1,494 ) (80 ) (1,494 ) (1,510 ) 3,084 (1,494 ) Total comprehensive income $ (399 ) $ 454 $ (359 ) $ (467 ) $ 372 $ (399 ) Consolidating Statement of Comprehensive Income Nine Months Ended January 29, 2016 Medtronic Senior Notes (in millions) Parent Company Guarantor (Medtronic plc) Subsidiary Issuer (Medtronic, Inc.) Subsidiary Guarantor Subsidiary Non-guarantors Consolidating Adjustments Total Net sales $ — $ 1,085 $ — $ 21,266 $ (1,085 ) $ 21,266 Costs and expenses: Cost of products sold — 753 — 7,089 (1,063 ) 6,779 Research and development expense — 464 — 1,185 — 1,649 Selling, general, and administrative expense 7 756 — 6,346 — 7,109 Restructuring charges, net — 4 — 155 — 159 Certain litigation charges, net — — — 26 — 26 Acquisition-related items — 91 — 92 — 183 Amortization of intangible assets — 9 — 1,439 — 1,448 Other (income) expense, net 86 (1,502 ) — 1,543 — 127 Operating profit (loss) (93 ) 510 — 3,391 (22 ) 3,786 Interest income — (179 ) (531 ) (328 ) 717 (321 ) Interest expense 12 1,307 6 297 (717 ) 905 Interest (income) expense, net 12 1,128 (525 ) (31 ) — 584 Equity in net income of subsidiaries (2,529 ) (2,562 ) (2,006 ) — 7,097 — Income from operations before income taxes 2,424 1,944 2,531 3,422 (7,119 ) 3,202 Provision (benefit) for income taxes (11 ) (94 ) 2 870 — 767 Net income 2,435 2,038 2,529 2,552 (7,119 ) 2,435 Other comprehensive income (loss), net of tax (1,781 ) (337 ) (1,781 ) (1,876 ) 3,994 (1,781 ) Total comprehensive income $ 654 $ 1,701 $ 748 $ 676 $ (3,125 ) $ 654 Condensed Consolidating Balance Sheet January 27, 2017 Medtronic Senior Notes (in millions) Parent Company Guarantor (Medtronic plc) Subsidiary Issuer (Medtronic, Inc.) Subsidiary Guarantor Subsidiary Non-guarantors Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ — $ 40 $ — $ 2,728 $ — $ 2,768 Investments — — — 8,690 — 8,690 Accounts receivable, net — — — 5,453 — 5,453 Inventories — 162 — 3,658 (100 ) 3,720 Intercompany receivable 48 — — 13,720 (13,768 ) — Other current assets 6 184 — 1,602 — 1,792 Total current assets 54 386 — 35,851 (13,868 ) 22,423 Property, plant, and equipment, net — 1,251 — 3,696 — 4,947 Goodwill — — — 41,224 — 41,224 Other intangible assets, net — 22 — 26,187 — 26,209 Tax assets — 675 — 809 — 1,484 Investment in subsidiaries 54,344 72,458 41,130 — (167,932 ) — Intercompany loans receivable 3,000 8,716 22,906 31,042 (65,664 ) — Other assets — 428 — 863 — 1,291 Total assets $ 57,398 $ 83,936 $ 64,036 $ 139,672 $ (247,464 ) $ 97,578 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current debt obligations $ — $ 3,500 $ 1,099 $ 1,627 $ — $ 6,226 Accounts payable — 309 — 1,248 — 1,557 Intercompany payable 17 12,353 — 1,398 (13,768 ) — Accrued compensation 6 597 — 918 — 1,521 Accrued income taxes 12 26 — 783 — 821 Other accrued expenses — 579 — 1,968 — 2,547 Total current liabilities 35 17,364 1,099 7,942 (13,768 ) 12,672 Long-term debt — 23,617 — 2,306 — 25,923 Accrued compensation and retirement benefits — 1,185 — 425 — 1,610 Accrued income taxes 10 1,642 — 875 — 2,527 Long-term intercompany loans payable 7,966 10,235 15,595 31,868 (65,664 ) — Deferred tax liabilities — — — 3,643 — 3,643 Other liabilities — 198 — 1,512 — 1,710 Total liabilities 8,011 54,241 16,694 48,571 (79,432 ) 48,085 Shareholders’ equity 49,387 29,695 47,342 90,995 (168,032 ) 49,387 Noncontrolling interests — — — 106 — 106 Total equity 49,387 29,695 47,342 91,101 (168,032 ) 49,493 Total liabilities and equity $ 57,398 $ 83,936 $ 64,036 $ 139,672 $ (247,464 ) $ 97,578 Condensed Consolidating Balance Sheet April 29, 2016 Medtronic Senior Notes (in millions) Parent Company Guarantor (Medtronic plc) Subsidiary Issuer (Medtronic, Inc.) Subsidiary Guarantor Subsidiary Non-guarantors Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ — $ 55 $ — $ 2,821 $ — $ 2,876 Investments — — — 9,758 — 9,758 Accounts receivable, net — — — 5,562 — 5,562 Inventories — 162 — 3,511 (200 ) 3,473 Intercompany receivable 403 141,368 — 162,278 (304,049 ) — Other current assets 24 271 — 1,636 — 1,931 Total current assets 427 141,856 — 185,566 (304,249 ) 23,600 Property, plant, and equipment, net — 1,139 — 3,702 — 4,841 Goodwill — — — 41,500 — 41,500 Other intangible assets, net — 31 — 26,868 — 26,899 Tax assets — 690 — 693 — 1,383 Investment in subsidiaries 52,608 68,903 49,698 — (171,209 ) — Intercompany loans receivable 3,000 8,884 10,203 18,140 (40,227 ) — Other assets — 506 — 915 — 1,421 Total assets $ 56,035 $ 222,009 $ 59,901 $ 277,384 $ (515,685 ) $ 99,644 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current debt obligations $ — $ 500 $ — $ 493 $ — $ 993 Accounts payable — 288 — 1,421 — 1,709 Intercompany payable — 151,687 — 152,362 (304,049 ) — Accrued compensation 32 616 — 1,064 — 1,712 Accrued income taxes 11 — — 555 — 566 Other accrued expenses 1 243 — 1,941 — 2,185 Total current liabilities 44 153,334 — 157,836 (304,049 ) 7,165 Long-term debt — 26,646 — 3,463 — 30,109 Accrued compensation and retirement benefits — 1,258 — 501 — 1,759 Accrued income taxes 10 1,422 — 1,471 — 2,903 Long-term intercompany loans payable 3,918 10,128 14,297 11,884 (40,227 ) — Deferred tax liabilities — — — 3,729 — 3,729 Other liabilities — 202 — 1,714 — 1,916 Total liabilities 3,972 192,990 14,297 180,598 (344,276 ) 47,581 Total shareholders' equity 52,063 29,019 45,604 96,786 (171,409 ) 52,063 Total liabilities and shareholders' equity $ 56,035 $ 222,009 $ 59,901 $ 277,384 $ (515,685 ) $ 99,644 Condensed Consolidating Statement of Cash Flows Nine Months Ended January 27, 2017 Medtronic Senior Notes (in millions) Parent Company Guarantor (Medtronic plc) Subsidiary Issuer (Medtronic, Inc.) Subsidiary Guarantor Subsidiary Non-guarantors Consolidating Adjustments Total Operating Activities: Net cash provided by (used in) operating activities $ 834 $ 933 $ 306 $ 3,034 $ — $ 5,107 Investing Activities: Acquisitions, net of cash acquired — (940 ) — (388 ) — (1,328 ) Additions to property, plant, and equipment — (257 ) — (667 ) — (924 ) Purchases of investments — — — (3,516 ) 162 (3,354 ) Sales and maturities of investments — 210 — 4,238 (162 ) 4,286 Net (increase) decrease in intercompany loans — 168 (2,703 ) (2,902 ) 5,437 — Capital contribution paid — (241 ) — — 241 — Other investing activities, net — — — 21 — 21 Net cash provided by (used in) investing activities — (1,060 ) (2,703 ) (3,214 ) 5,678 (1,299 ) Financing Activities: Acquisition-related contingent consideration — — — (58 ) — (58 ) Change in current debt obligations, net — — 1,099 19 — 1,118 Repayment of current debt obligations (maturities greater than 90 days) — — — (2 ) — (2 ) Proceeds from current debt obligations (maturities greater than 90 days) — — — 4 — 4 Issuance of long-term debt — — — 131 — 131 Payments on long-term debt — (29 ) — (332 ) — (361 ) Dividends to shareholders (1,782 ) — — — — (1,782 ) Issuance of ordinary shares 309 — — — — 309 Repurchase of ordinary shares (3,409 ) — — — — (3,409 ) Net intercompany loan borrowings (repayments) 4,048 107 1,298 (16 ) (5,437 ) — Capital contribution received — — — 241 (241 ) — Other financing activities — 34 — 46 — 80 Net cash provided by (used in) financing activities (834 ) 112 2,397 33 (5,678 ) (3,970 ) Effect of exchange rate changes on cash and cash equivalents — — — 54 — 54 Net change in cash and cash equivalents — (15 ) — (93 ) — (108 ) Cash and cash equivalents at beginning of period — 55 — 2,821 — 2,876 Cash and cash equivalents at end of period $ — $ 40 $ — $ 2,728 $ — $ 2,768 Condensed Consolidating Statement of Cash Flows Nine Months Ended January 29, 2016 Medtronic Senior Notes (in millions) Parent Company Guarantor (Medtronic plc) Subsidiary Issuer (Medtronic, Inc.) Subsidiary Guarantor Subsidiary Non-guarantors Consolidating Adjustments Total Operating Activities: Net cash provided by (used in) operating activities $ (15 ) $ 839 $ 525 $ 2,551 $ (8 ) $ 3,892 Investing Activities: Acquisitions, net of cash acquired — — — (1,132 ) — (1,132 ) Additions to property, plant, and equipment — (210 ) — (483 ) — (693 ) Purchases of investments — — — (4,509 ) — (4,509 ) Sales and maturities of investments — — — 4,017 — 4,017 Net (increase) decrease in intercompany loans — (975 ) (539 ) (2,544 ) 4,058 — Capital contribution paid — — (1,500 ) — 1,500 — Other investing activities, net — — — (11 ) — (11 ) Net cash provided by (used in) investing activities — (1,185 ) (2,039 ) (4,662 ) 5,558 (2,328 ) Financing Activities: Acquisition-related contingent consideration — — — (21 ) — (21 ) Change in current debt obligations, net — — 1,201 22 — 1,223 Repayment of current debt obligations (maturities greater than 90 days) — — (48 ) — — (48 ) Proceeds from current debt obligations (maturities greater than 90 days) — — 139 — — 139 Payments on long-term debt — (600 ) — (1,012 ) — (1,612 ) Dividends to shareholders (1,608 ) — — — — (1,608 ) Issuance of ordinary shares 360 — — — — 360 Repurchase of ordinary shares (2,170 ) — — — — (2,170 ) Net intercompany loan borrowings (repayments) 3,110 (96 ) 53 991 (4,058 ) — Intercompany dividend paid — — — (8 ) 8 — Capital contribution received — — — 1,500 (1,500 ) — Other financing activities 60 — — — — 60 Net cash (used in) provided by financing activities (248 ) (696 ) 1,345 1,472 (5,550 ) (3,677 ) Effect of exchange rate changes on cash and cash equivalents — — — (9 ) — (9 ) Net change in cash and cash equivalents (263 ) (1,042 ) (169 ) (648 ) — (2,122 ) Cash and cash equivalents at beginning of period 263 1,071 170 3,339 — 4,843 Cash and cash equivalents at end of period $ — $ 29 $ 1 $ 2,691 $ — $ 2,721 Consolidating Statement of Comprehensive Income Three Months Ended January 27, 2017 CIFSA Senior Notes (in millions) Parent Company Guarantor (Medtronic plc) Subsidiary Issuer (CIFSA) Subsidiary Guarantors Subsidiary Non-guarantors Consolidating Adjustments Total Net sales $ — $ — $ — $ 7,283 $ — $ 7,283 Costs and expenses: Cost of products sold — — — 2,268 — 2,268 Research and development expense — — — 530 — 530 Selling, general, and administrative expense 4 — — 2,384 — 2,388 Special charge — — — 100 — 100 Restructuring charges, net — — — 21 — 21 Certain litigation charges — — — 218 — 218 Acquisition-related items — — — 68 — 68 Amortization of intangible assets — — — 497 — 497 Other expense, net 80 — — (34 ) — 46 Operating profit (loss) (84 ) — — 1,231 — 1,147 Interest income — (23 ) (158 ) (108 ) 201 (88 ) Interest expense 32 26 18 393 (201 ) 268 Interest expense (income), net 32 3 (140 ) 285 — 180 Equity in net (income) loss of subsidiaries (937 ) (386 ) (797 ) — 2,120 — Income from operations before income taxes 821 383 937 946 (2,120 ) 967 Provision (benefit) for income taxes — — — 147 — 147 Net income 821 383 937 799 (2,120 ) 820 Net loss attributable to noncontrolling interests — — — (1 ) — (1 ) Net income attributable to Medtronic 821 383 937 800 (2,120 ) 821 Other comprehensive income (loss), net of tax (551 ) (82 ) (551 ) (551 ) 1,184 (551 ) Total comprehensive income $ 270 $ 301 $ 386 $ 249 $ (936 ) $ 270 Consolidating Statement of Comprehensive Income Nine Months Ended January 27, 2017 CIFSA Senior Notes (in millions) Parent Company Guarantor (Medtronic plc) Subsidiary Issuer (CIFSA) Subsidiary Guarantors Subsidiary Non-guarantors Consolidating Adjustments Total Net sales $ — $ — $ — $ 21,794 $ — $ 21,794 Costs and expenses: Cost of products sold — — — 6,855 — 6,855 Research and development expense — — — 1,640 — 1,640 Selling, general, and administrative expense 9 1 2 7,220 — 7,232 Special charge — — — 100 — 100 Restructuring charges, net — — — 162 — 162 Certain litigation charges — — — 300 — 300 Acquisition-related items — — — 148 — 148 Amortization of intangible assets — — — 1,484 — 1,484 Other (income) expense, net 5 1 — 168 — 174 Operating profit (loss) (14 ) (2 ) (2 ) 3,717 — 3,699 Interest income — (71 ) (482 ) (315 ) 596 (272 ) Interest expense 74 81 30 1,215 (596 ) 804 Interest expense (income), net 74 10 (452 ) 900 — 532 Equity in net (income) loss of subsidiaries (2,949 ) (1,630 ) (2,499 ) — 7,078 — Income from operations before income taxes 2,861 1,618 2,949 2,817 (7,078 ) 3,167 Provision (benefit) for income taxes (4 ) — — 311 — 307 Net income 2,865 1,618 2,949 2,506 (7,078 ) 2,860 Net loss attributable to noncontrolling interests — — — (5 ) — (5 ) Net income attributable to Medtronic 2,865 1,618 2,949 2,511 (7,078 ) 2,865 Other comprehensive loss, net of tax (1,011 ) (63 ) (1,011 ) (1,011 ) 2,085 (1,011 ) Total comprehensive income (loss) $ 1,854 $ 1,555 $ 1,938 $ 1,500 $ (4,993 ) $ 1,854 Consolidating Statement of Comprehensive Income Three Months Ended January 29, 2016 CIFSA Senior Notes (in millions) Parent Company Guarantor (Medtronic plc) Subsidiary Issuer (CIFSA) Subsidiary Guarantors Subsidiary Non-guarantors Consolidating Total Net sales $ — $ — $ — $ 6,934 $ — $ 6,934 Costs and expenses: Cost of products sold — — — 2,141 — 2,141 Research and development expense — — — 546 — 546 Selling, general, and administrative expense 2 — — 2,315 — 2,317 Restructuring charges, net — — — 19 — 19 Acquisition-related items — — — 63 — 63 Amortization of intangible assets — — — 484 — 484 Other (income) expense, net 36 — — (27 ) — 9 Operating profit (loss) (38 ) — — 1,393 — 1,355 Interest income — (104 ) (174 ) (103 ) 282 (99 ) Interest expense 7 32 3 515 (282 ) 275 Interest expense (income), net 7 (72 ) (171 ) 412 — 176 Equity in net (income) loss of subsidiaries (1,137 ) (476 ) (966 ) — 2,579 — Income from operations before income taxes 1,092 548 1,137 981 (2,579 ) 1,179 Provision (benefit) for income taxes (3 ) — — 87 — 84 Net income 1,095 548 1,137 894 (2,579 ) 1,095 Other comprehensive income (loss), net of tax (1,494 ) (61 ) (1,494 ) (1,494 ) 3,049 (1,494 ) Total comprehensive income $ (399 ) $ 487 $ (357 ) $ (600 ) $ 470 $ (399 ) Consolidating Statement of Comprehensive Income Nine Months Ended January 29, 2016 CIFSA Senior Notes (in millions) Parent Company Guarantor (Medtronic plc) Subsidiary Issuer (CIFSA) Subsidiary Guarantors Subsidiary Non-guarantors Consolidating Total Net sales $ — $ — $ — $ 21,266 $ — $ 21,266 Costs and expenses: Cost of products sold — — — 6,779 — 6,779 Research and development expense — — — 1,649 — 1,649 Selling, general, and administrative expense 7 — 3 7,099 — 7,109 Restructuring charges, net — — — 159 — 159 Certain litigation charges, net — — — 26 — 26 Acquisition-related items — — — 183 — 183 Amortization of intangible assets — — — 1,448 — 1,448 Other (income) expense, net 86 1 11 29 — 127 Operating profit (loss) (93 ) (1 ) (14 ) 3,894 — 3,786 Interest income — (421 ) (533 ) (329 ) 962 (321 ) Interest expense 12 98 6 1,751 (962 ) 905 Interest expense (income), net 12 (323 ) (527 ) 1,422 — 584 Equity in net (income) loss of subsidiaries (2,529 ) (558 ) (2,016 ) — 5,103 — Income from operations before income taxes 2,424 880 2,529 2,472 (5,103 ) 3,202 Provision (benefit) for income taxes (11 ) — — 778 — 767 Net income 2,435 880 2,529 1,694 (5,103 ) 2,435 Other comprehensive income (loss), net of tax (1,781 ) 767 (1,781 ) (1,781 ) 2,795 (1,781 ) Total comprehensive income $ 654 $ 1,647 $ 748 $ (87 ) $ (2,308 ) $ 654 Condensed Consolidating Balance Sheet January 27, 2017 CIFSA Senior Notes (in millions) Parent Company Guarantor (Medtronic plc) Subsidiary Issuer (CIFSA) Subsidiary Guarantors Subsidiary Non-guarantors Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ — $ 81 $ — $ 2,687 $ — $ 2,768 Investments — — — 8,690 — 8,690 Accounts receivable, net — — — 5,453 — 5,453 Inventories — — — 3,720 — 3,720 Intercompany receivable 48 — 60 17 (125 ) — Other current assets 6 — — 1,786 — 1,792 Total current assets 54 81 60 22,353 (125 ) 22,423 Property, plant, and equipment, net — — — 4,947 — 4,947 Goodwill — — — 41,224 — 41,224 Other intangible assets, net — — — 26,209 — 26,209 Tax assets — — — 1,484 — 1,484 Investment in subsidiaries 54,344 21,293 39,803 — (115,440 ) — Intercompany loans receivable 3,000 5,639 24,173 19,444 (52,256 ) — Other assets — — — 1,291 — 1,291 Total assets $ 57,398 $ 27,013 $ 64,036 $ 116,952 $ (167,821 ) $ 97,578 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current debt obligations $ — $ 1,188 $ 1,099 $ 3,939 $ — $ 6,226 Accounts payable — — — 1,557 — 1,557 Intercompany payable 17 — — 108 (125 ) — Accrued compensation 6 — — 1,515 — 1,521 Accrued income taxes 12 — — 809 — 821 Other accrued expenses — 32 — 2,515 — 2,547 Total current liabilities 35 1,220 1,099 10,443 (125 ) 12,672 Long-term debt — 2,139 — 23,784 — 25,923 Accrued compensation and retirement benefits — — — 1,610 — 1,610 Accrued income taxes 10 — — 2,517 — 2,527 Long-term intercompany loans payable 7,966 5,116 15,596 23,578 (52,256 ) — Deferred tax liabilities — — — 3,643 — 3,643 Other liabilities — — — 1,710 — 1,710 Total liabilities 8,011 8,475 16,695 67,285 (52,381 ) 48,085 Shareholders’ equity 49,387 18,538 47,341 49,561 (115,440 ) 49,387 Noncontrolling interests — — — 106 — 106 Total equity 49,387 18,538 47,341 49,667 (115,440 ) 49,493 Total liabilities and equity $ 57,398 $ 27,013 $ 64,036 $ 116,952 $ (167,821 ) $ 97,578 Condensed Consolidating Balance Sheet April 29, 2016 CIFSA Senior Notes (in millions) Parent Company Guarantor (Medtronic plc) Subsidiary Issuer (CIFSA) Subsidiary Guarantors Subsidiary Non-guarantors Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ — $ 208 $ — $ 2,668 $ — $ 2,876 Investments — — — 9,758 — 9,758 Accounts receivable, net — — — 5,562 — 5,562 Inventories — — — 3,473 — 3,473 Intercompany receivable 403 — 61 — (464 ) — Other current assets 24 — — 1,907 — 1,931 Total current assets 427 208 61 23,368 (464 ) 23,600 Property, plant, and equipment, net — — 1 4,840 — 4,841 Goodwill — — — 41,500 — 41,500 Other intangible assets, net — — — 26,899 — 26,899 Tax assets — — — 1,383 — 1,383 Investment in subsidiaries 52,608 36,476 48,375 — (137,459 ) — Intercompany loans receivable 3,000 8,253 11,465 27,724 (50,442 ) — Other assets — — — 1,421 — 1,421 Total assets $ 56,035 $ 44,937 $ 59,902 $ 127,135 $ (188,365 ) $ 99,644 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current debt obligations $ — $ — $ — $ 993 $ — $ 993 Accounts payable — — — 1,709 — 1,709 Intercompany payable — — — 464 (464 ) — Accrued compensation 32 — — 1,680 — 1,712 Accrued income taxes 11 — — 555 — 566 Other accrued expenses 1 24 — 2,160 — 2,185 Total current liabilities 44 24 — 7,561 (464 ) 7,165 Long-term debt — 3,382 — 26,727 — 30,109 Accrued compensation and retirement benefits — — — 1,759 — 1,759 Accrued income taxes 10 — — 2,893 — 2,903 Long-term intercompany loans payable 3,918 14,689 14,298 17,537 (50,442 ) — Deferred tax liabilities — — — 3,729 — 3,729 Other liabilities — — — 1,916 — 1,916 Total liabilities 3,972 18,095 14,298 62,122 (50,906 ) 47,581 Total shareholders' equity 52,063 26,842 45,604 65,013 (137,459 ) 52,063 Total liabilities and shareholders' equity $ 56,035 $ 44,937 $ 59,902 $ 127,135 $ (188,365 ) $ 99,644 Condensed Consolidating Statement of Cash Flows Nine Months Ended January 27, 2017 CIFSA Senior Notes (in millions) Parent Company Guarantor (Medtronic plc) Subsidiary Issuer (CIFSA) Subsidiary Guarantors Subsidiary Non-guarantors Consolidating Adjustments Total Operating Activities: Net cash provided by (used in) operating activities $ 834 $ (53 ) $ 160 $ 4,166 $ — $ 5,107 Investing Activities: Acquisitions, net of cash acquired — — — (1,328 ) — (1,328 ) Additions to property, plant, and equipment — — — (924 ) — (924 ) Purchases of investments — — — (3,354 ) — (3,354 ) Sales and maturities of investments — — — 4,286 — 4,286 Net (increase) decrease in intercompany loans receivable — 2,614 (2,557 ) 1,774 (1,831 ) — Intercompany dividend received — 920 — — (920 ) — Capital contribution paid — (537 ) — — 537 — Other investing activities, net — — — 21 — 21 Net cash provided by (used in) investing activities — 2,997 (2,557 ) 475 (2,214 ) (1,299 ) Financing Activities: Acquisition-related contingent consideration — — — (58 ) — (58 ) Change in current debt obligations, net — — 1,099 19 — 1,118 Repayment of current debt obligations (maturities greater than 90 days) — — — (2 ) — (2 ) Proceeds from current debt obligations (maturities greater than 90 days) — — — 4 — 4 Issuance of long-term debt — — — 131 — 131 Payments on long-term debt — — — (361 ) — (361 ) Dividends to shareholders (1,782 ) — — — — (1,782 ) Issuance of ordinary shares 309 — — — — 309 Repurchase of ordinary shares (3,409 ) — — — — (3,409 ) Net intercompany loan borrowings (repayments) 4,048 (3,071 ) 1,298 (4,106 ) 1,831 — Intercompany dividend paid — — — (920 ) 920 — Capital contribution received — — — 537 (537 ) — Other financing activities — — — 80 — 80 Net cash provided by (used in) financing activities (834 ) (3,071 ) 2,397 (4,676 ) 2,214 (3,970 ) Effect of exchange rate changes on cash and cash equivalents — — — 54 — 54 Net change in cash and cash equivalents — (127 ) — 19 — (108 ) Cash and cash equivalents at beginning of period — 208 — 2,668 — 2,876 Cash and cash equivalents at end of period $ — $ 81 $ — $ 2,687 $ — $ 2,768 Condensed Consolidating Statement of Cash Flows Nine Months Ended January 29, 2016 CIFSA Senior Notes (in millions) Parent Company Guarantor (Medtronic plc) Subsidiary Issuer (CIFSA) Subsidiary Guarantors Subsidiary Non-guarantors Consolidating Adjustments Total |