filings.toolsItem 8. Financial Statements and Supplementary Data
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Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Medtronic plc:
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, equity and cash flows present fairly, in all material respects, the financial position of Medtronic plc and its subsidiaries (the Company) at April 28, 2017 and April 29, 2016, and the results of their operations and their cash flows for each of the three years in the period ended April 28, 2017 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(1) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 28, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| /s/ PricewaterhouseCoopers LLP |
| Minneapolis, Minnesota |
| June 27, 2017 |
Medtronic plc
Consolidated Statements of Income
| Fiscal Year | ||||||||||||
| (in millions, except per share data) | 2017 | 2016 | 2015 | |||||||||
| Net sales | $ | 29,710 | $ | 28,833 | $ | 20,261 | ||||||
| Costs and expenses: | ||||||||||||
| Cost of products sold | 9,291 | 9,142 | 6,309 | |||||||||
| Research and development expense | 2,193 | 2,224 | 1,640 | |||||||||
| Selling, general, and administrative expense | 9,711 | 9,469 | 6,904 | |||||||||
| Special charge (gain), net | 100 | 70 | (38 | ) | ||||||||
| Restructuring charges, net | 363 | 290 | 237 | |||||||||
| Certain litigation charges | 300 | 26 | 42 | |||||||||
| Acquisition-related items | 220 | 283 | 550 | |||||||||
| Amortization of intangible assets | 1,980 | 1,931 | 733 | |||||||||
| Other expense, net | 222 | 107 | 118 | |||||||||
| Operating profit | 5,330 | 5,291 | 3,766 | |||||||||
| Interest income | (366 | ) | (431 | ) | (386 | ) | ||||||
| Interest expense | 1,094 | 1,386 | 666 | |||||||||
| Interest expense, net | 728 | 955 | 280 | |||||||||
| Income before provision for income taxes | 4,602 | 4,336 | 3,486 | |||||||||
| Provision for income taxes | 578 | 798 | 811 | |||||||||
| Net income | 4,024 | 3,538 | 2,675 | |||||||||
| Net loss attributable to noncontrolling interests | 4 | — | — | |||||||||
| Net income attributable to Medtronic | $ | 4,028 | $ | 3,538 | $ | 2,675 | ||||||
| Basic earnings per share | $ | 2.92 | $ | 2.51 | $ | 2.44 | ||||||
| Diluted earnings per share | $ | 2.89 | $ | 2.48 | $ | 2.41 | ||||||
| Basic weighted average shares outstanding | 1,378.9 | 1,409.6 | 1,095.5 | |||||||||
| Diluted weighted average shares outstanding | 1,391.4 | 1,425.9 | 1,109.0 | |||||||||
| Cash dividends declared per ordinary share | $ | 1.72 | $ | 1.52 | $ | 1.22 |
The accompanying notes are an integral part of these consolidated financial statements.
Medtronic plc
Consolidated Statements of Comprehensive Income
| Fiscal Year | ||||||||||||
| (in millions) | 2017 | 2016 | 2015 | |||||||||
| Net income | $ | 4,024 | $ | 3,538 | $ | 2,675 | ||||||
| Other comprehensive loss, net of tax: | ||||||||||||
| Unrealized gain (loss) on available-for-sale securities | 38 | (121 | ) | 20 | ||||||||
| Translation adjustment | (977 | ) | (197 | ) | (495 | ) | ||||||
| Net change in retirement obligations | 68 | (66 | ) | (366 | ) | |||||||
| Unrealized gain (loss) on derivatives | 127 | (300 | ) | 254 | ||||||||
| Other comprehensive loss | (744 | ) | (684 | ) | (587 | ) | ||||||
| Comprehensive income including noncontrolling interests | 3,280 | 2,854 | 2,088 | |||||||||
| Comprehensive loss attributable to noncontrolling interests | 3 | — | — | |||||||||
| Comprehensive income attributable to Medtronic | $ | 3,283 | $ | 2,854 | $ | 2,088 |
The accompanying notes are an integral part of these consolidated financial statements.
Medtronic plc
Consolidated Balance Sheets
| (in millions) | April 28, 2017 | April 29, 2016 | ||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 4,967 | $ | 2,876 | ||||
| Investments | 8,741 | 9,758 | ||||||
| Accounts receivable, less allowances of $155 and $161, respectively | 5,591 | 5,562 | ||||||
| Inventories, net | 3,338 | 3,473 | ||||||
| Prepaid expenses and other current assets | 1,865 | 1,931 | ||||||
| Current assets held for sale | 371 | — | ||||||
| Total current assets | 24,873 | 23,600 | ||||||
| Property, plant, and equipment, net | 4,361 | 4,841 | ||||||
| Goodwill | 38,515 | 41,500 | ||||||
| Other intangible assets, net | 23,407 | 26,899 | ||||||
| Tax assets | 1,509 | 1,383 | ||||||
| Other assets | 1,232 | 1,421 | ||||||
| Noncurrent assets held for sale | 5,919 | — | ||||||
| Total assets | $ | 99,816 | $ | 99,644 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities: | ||||||||
| Current debt obligations | $ | 7,520 | $ | 993 | ||||
| Accounts payable | 1,731 | 1,709 | ||||||
| Accrued compensation | 1,860 | 1,712 | ||||||
| Accrued income taxes | 633 | 566 | ||||||
| Other accrued expenses | 2,442 | 2,185 | ||||||
| Current liabilities held for sale | 34 | — | ||||||
| Total current liabilities | 14,220 | 7,165 | ||||||
| Long-term debt | 25,921 | 30,109 | ||||||
| Accrued compensation and retirement benefits | 1,641 | 1,759 | ||||||
| Accrued income taxes | 2,405 | 2,903 | ||||||
| Deferred tax liabilities | 2,978 | 3,729 | ||||||
| Other liabilities | 1,515 | 1,916 | ||||||
| Noncurrent liabilities held for sale | 720 | — | ||||||
| Total liabilities | 49,400 | 47,581 | ||||||
| Commitments and contingencies (Notes 2, 18, and 20) | ||||||||
| Shareholders’ equity: | ||||||||
| Ordinary shares— par value $0.0001, 2.6 billion shares authorized, 1,369,424,818 and 1,399,018,022 shares issued and outstanding, respectively | — | — | ||||||
| Additional paid-in capital | 29,551 | 32,227 | ||||||
| Retained earnings | 23,356 | 21,704 | ||||||
| Accumulated other comprehensive loss | (2,613 | ) | (1,868 | ) | ||||
| Total shareholders’ equity | 50,294 | 52,063 | ||||||
| Noncontrolling interests | 122 | — | ||||||
| Total equity | 50,416 | 52,063 | ||||||
| Total liabilities and equity | $ | 99,816 | $ | 99,644 |
The accompanying notes are an integral part of these consolidated financial statements.
Medtronic plc
Consolidated Statements of Equity
| 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 25, 2014 | 999 | $ | 100 | $ | — | $ | 19,940 | $ | (597 | ) | $ | 19,443 | $ | — | $ | 19,443 | |||||||||||||||
| Net income | — | — | — | 2,675 | — | 2,675 | — | 2,675 | |||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (587 | ) | (587 | ) | — | (587 | ) | ||||||||||||||||||||
| Ordinary shares issued in connection with the Covidien plc acquisition, net of taxes | 436 | — | 33,787 | — | — | 33,787 | — | 33,787 | |||||||||||||||||||||||
| Result of contribution of Medtronic, Inc. to Medtronic plc | — | (99 | ) | 99 | — | — | — | — | — | ||||||||||||||||||||||
| Dividends to shareholders | — | — | — | (1,337 | ) | — | (1,337 | ) | — | (1,337 | ) | ||||||||||||||||||||
| Issuance of shares under stock purchase and award plans | 17 | 2 | 647 | — | — | 649 | — | 649 | |||||||||||||||||||||||
| Repurchase of ordinary shares | (30 | ) | (3 | ) | (944 | ) | (973 | ) | — | (1,920 | ) | — | (1,920 | ) | |||||||||||||||||
| Tax benefit from exercise of stock-based awards | — | — | 81 | — | — | 81 | — | 81 | |||||||||||||||||||||||
| Stock-based compensation | — | 439 | — | — | 439 | — | 439 | ||||||||||||||||||||||||
| April 24, 2015 | 1,422 | $ | — | $ | 34,109 | $ | 20,305 | $ | (1,184 | ) | $ | 53,230 | $ | — | $ | 53,230 | |||||||||||||||
| Net income | — | — | — | 3,538 | — | 3,538 | — | 3,538 | |||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (684 | ) | (684 | ) | — | (684 | ) | ||||||||||||||||||||
| Dividends to shareholders | — | — | — | (2,139 | ) | — | (2,139 | ) | — | (2,139 | ) | ||||||||||||||||||||
| Issuance of shares under stock purchase and award plans | 15 | — | 491 | — | — | 491 | — | 491 | |||||||||||||||||||||||
| Repurchase of ordinary shares | (38 | ) | — | (2,830 | ) | — | — | (2,830 | ) | — | (2,830 | ) | |||||||||||||||||||
| Tax benefit from exercise of stock-based awards | — | — | 82 | — | — | 82 | — | 82 | |||||||||||||||||||||||
| Stock-based compensation | — | — | 375 | — | — | 375 | — | 375 | |||||||||||||||||||||||
| April 29, 2016 | 1,399 | $ | — | $ | 32,227 | $ | 21,704 | $ | (1,868 | ) | $ | 52,063 | $ | — | $ | 52,063 | |||||||||||||||
| Net income (loss) | — | — | — | 4,028 | — | 4,028 | (4 | ) | 4,024 | ||||||||||||||||||||||
| Other comprehensive (loss) income | — | — | — | — | (745 | ) | (745 | ) | 1 | (744 | ) | ||||||||||||||||||||
| Dividends to shareholders | — | — | — | (2,376 | ) | — | (2,376 | ) | — | (2,376 | ) | ||||||||||||||||||||
| Issuance of shares under stock purchase and award plans | 13 | — | 428 | — | — | 428 | — | 428 | |||||||||||||||||||||||
| Repurchase of ordinary shares | (43 | ) | — | (3,544 | ) | — | — | (3,544 | ) | — | (3,544 | ) | |||||||||||||||||||
| Tax benefit from exercise of stock-based awards | — | — | 92 | — | — | 92 | — | 92 | |||||||||||||||||||||||
| Stock-based compensation | — | — | 348 | — | — | 348 | — | 348 | |||||||||||||||||||||||
| Additions of noncontrolling ownership interests | — | — | — | — | — | — | 125 | 125 | |||||||||||||||||||||||
| April 28, 2017 | 1,369 | $ | — | $ | 29,551 | $ | 23,356 | $ | (2,613 | ) | $ | 50,294 | $ | 122 | $ | 50,416 |
The accompanying notes are an integral part of these consolidated financial statements.
Medtronic plc
Consolidated Statements of Cash Flows
| Fiscal Year | ||||||||||||
| (in millions) | 2017 | 2016 | 2015 | |||||||||
| Operating Activities: | ||||||||||||
| Net income | $ | 4,024 | $ | 3,538 | $ | 2,675 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 2,917 | 2,820 | 1,306 | |||||||||
| Amortization of debt discount and issuance costs | 11 | 29 | 76 | |||||||||
| Acquisition-related items | (46 | ) | 218 | 634 | ||||||||
| Provision for doubtful accounts | 39 | 49 | 35 | |||||||||
| Deferred income taxes | (459 | ) | (460 | ) | (926 | ) | ||||||
| Stock-based compensation | 348 | 375 | 439 | |||||||||
| Loss on debt extinguishment | — | 163 | — | |||||||||
| Other, net | (93 | ) | (111 | ) | (134 | ) | ||||||
| Change in operating assets and liabilities, net of acquisitions: | ||||||||||||
| Accounts receivable, net | (75 | ) | (435 | ) | (413 | ) | ||||||
| Inventories, net | (227 | ) | (186 | ) | (282 | ) | ||||||
| Accounts payable and accrued liabilities | 356 | (379 | ) | 849 | ||||||||
| Other operating assets and liabilities | 85 | (403 | ) | 643 | ||||||||
| Net cash provided by operating activities | 6,880 | 5,218 | 4,902 | |||||||||
| Investing Activities: | ||||||||||||
| Acquisitions, net of cash acquired | (1,324 | ) | (1,213 | ) | (14,884 | ) | ||||||
| Additions to property, plant, and equipment | (1,254 | ) | (1,046 | ) | (571 | ) | ||||||
| Purchases of investments | (4,371 | ) | (5,406 | ) | (7,582 | ) | ||||||
| Sales and maturities of investments | 5,356 | 9,924 | 5,890 | |||||||||
| Other investing activities, net | 22 | (14 | ) | 89 | ||||||||
| Net cash (used in) provided by investing activities | (1,571 | ) | 2,245 | (17,058 | ) | |||||||
| Financing Activities: | ||||||||||||
| Acquisition-related contingent consideration | (69 | ) | (22 | ) | (85 | ) | ||||||
| Change in current debt obligations, net | 906 | 7 | (1 | ) | ||||||||
| Repayment of short-term borrowings (maturities greater than 90 days) | (2 | ) | (139 | ) | (150 | ) | ||||||
| Proceeds from short-term borrowings (maturities greater than 90 days) | 12 | 139 | 150 | |||||||||
| Issuance of long-term debt | 2,140 | — | 19,942 | |||||||||
| Payments on long-term debt | (863 | ) | (5,132 | ) | (1,268 | ) | ||||||
| Dividends to shareholders | (2,376 | ) | (2,139 | ) | (1,337 | ) | ||||||
| Issuance of ordinary shares | 428 | 491 | 649 | |||||||||
| Repurchase of ordinary shares | (3,544 | ) | (2,830 | ) | (1,920 | ) | ||||||
| Other financing activities | 85 | 82 | (31 | ) | ||||||||
| Net cash (used in) provided by financing activities | (3,283 | ) | (9,543 | ) | 15,949 | |||||||
| Effect of exchange rate changes on cash and cash equivalents | 65 | 113 | (353 | ) | ||||||||
| Net change in cash and cash equivalents | 2,091 | (1,967 | ) | 3,440 | ||||||||
| Cash and cash equivalents at beginning of period | 2,876 | 4,843 | 1,403 | |||||||||
| Cash and cash equivalents at end of period | $ | 4,967 | $ | 2,876 | $ | 4,843 | ||||||
| Supplemental Cash Flow Information | ||||||||||||
| Cash paid for: | ||||||||||||
| Income taxes | $ | 1,029 | $ | 1,379 | $ | 632 | ||||||
| Interest | 1,134 | 1,266 | 578 |
The accompanying notes are an integral part of these consolidated financial statements.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
- Summary of Significant Accounting Policies
Nature of Operations Medtronic plc (Medtronic or the Company) is a global leader in medical technology – alleviating pain, restoring health, and extending life for millions of people around the world. The Company provides innovative products and therapies to serve hospitals, physicians, clinicians, and patients. Medtronic was founded in 1949 and is headquartered in Dublin, Ireland.
Principles of Consolidation The 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 fully eliminated in consolidation. Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year.
In connection with the preparation of the Form 10-K for the year ended April 28, 2017, the Company revised its consolidated balance sheet and consolidated statements of equity to properly present additional paid-in capital separate from retained earnings for the prior periods. The revision, which the Company determined is not material, had no impact on total equity, results of operations, or cash flows.
Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States (U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are used when accounting for items such as income taxes, contingencies, and intangible asset and liability valuations. Actual results may or may not differ from those estimates.
Fiscal Year-End The Company utilizes a 52/53-week fiscal year, ending the last Friday in April, for the presentation of its consolidated financial statements and related notes thereto at April 28, 2017 and April 29, 2016 and for each of the three fiscal years ended April 28, 2017 (fiscal year 2017), April 29, 2016 (fiscal year 2016), and April 24, 2015 (fiscal year 2015). Fiscal years 2017 and 2015 were 52-week years. Fiscal year 2016 was a 53-week year, with the additional week occurring in the first quarter.
Cash Equivalents The Company considers highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents. These investments are carried at cost, which approximates fair value.
Investments Investments in marketable equity securities and certain debt securities, which include corporate debt securities, government and agency securities, mortgage-backed securities, other asset-backed securities, debt funds, and auction rate securities, are classified and accounted for as available-for-sale. These investments are recorded at fair value in the consolidated balance sheets. The change in fair value for available-for-sale securities is recorded, net of taxes, as a component of accumulated other comprehensive loss on the consolidated balance sheets. Management determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. The classification of marketable securities as current or long-term is based on the nature of the securities and their availability for use in current operations consistent with how the Company manages its capital structure and liquidity.
Investments in securities that are classified and accounted for as trading securities primarily include exchange-traded funds and are recorded at fair value on the consolidated balance sheets. Management has used trading securities when seeking to offset changes in liabilities related to equity and other market risks of certain deferred compensation arrangements.
Certain of the Company’s investments in equity and other securities are long-term, strategic investments in companies that are in varied stages of development. These investments are included in other assets on the consolidated balance sheets. If an investment has no quoted market price, the Company accounts for these investments under the cost or the equity method of accounting, as appropriate. Certain of these investments are publicly traded companies and are therefore accounted for as available-for-sale. The valuation of equity and other securities accounted for under the cost method considers all available financial information related to the investee, including valuations based on recent third-party equity investments in the investee. If an unrealized loss for any investment is considered to be other-than-temporary, the loss is recognized in the consolidated statements of income in the period the determination is made. Equity securities accounted for under the equity method are initially recorded at the amount of the Company’s investment and are adjusted each period for the Company’s share of the investee’s income or loss and dividends paid. Equity securities accounted for under both the cost and equity methods are reviewed quarterly for changes in circumstance or the occurrence of events that suggest the Company’s investment may not be recoverable. See Note 6 for discussion of the gains and losses recognized on equity and other securities.
Inventories Inventories are stated at the lower of cost or market, with cost determined on a first-in, first-out basis. The Company reduces the carrying value of inventories for those items that are potentially excess, obsolete or slow-moving based on changes in customer demand, technology developments or other economic factors.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Property, Plant, and Equipment Property, plant, and equipment is stated at cost. Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. The Company assesses property, plant, and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of property, plant, and equipment asset groupings may not be recoverable. The company utilizes the straight-line method of depreciation over the estimated useful lives of the various assets. The cost of interest that is incurred in connection with ongoing construction projects is capitalized using a weighted average interest rate. These costs are included in property, plant, and equipment and amortized over the useful life of the related asset.
Goodwill and Intangible Assets Goodwill is the excess of the purchase price over the estimated fair value of net assets of acquired businesses. In accordance with U.S. GAAP, goodwill is not amortized. The Company assesses the impairment of goodwill annually in the third quarter and whenever an event occurs or circumstances change that would indicate the carrying amount may be impaired. Impairment testing for goodwill is done at a reporting unit level. 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. The estimated fair value is determined using a discounted future cash flow analysis.
Intangible assets include patents, trademarks, tradenames, customer relationships, purchased technology, and in-process research and development (IPR&D). Intangible assets with a definite life are amortized on a straight-line basis with estimated useful lives ranging from three to 20 years. Intangible assets with a definite life 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. Indefinite-lived intangible assets are tested for impairment annually in the third quarter and whenever events or changes in circumstances indicate that the carrying amount may be impaired. Impairment is calculated as the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted future cash flow analysis.
Acquired IPR&D represents the fair value assigned to those research and development (R&D) projects in development that were acquired in a business combination for which the related products have not received regulatory approval and have no alternative future use.
IPR&D is capitalized at its fair value as an indefinite-lived intangible asset, and any development costs incurred after the acquisition are expensed as incurred. The fair value of IPR&D is determined by estimating the future cash flows of each R&D project or technology and discounting the net cash flows back to their present values. Upon achieving regulatory approval or commercial viability for the related technology or product, the indefinite-lived intangible asset is accounted for as a definite-lived asset and is amortized on a straight-line basis over the estimated useful life of the related technology or product. If the R&D project is not completed or the related R&D project is terminated or abandoned, the Company may have an impairment related to the IPR&D which is charged to expense.
Contingent Consideration The Company recognizes contingent consideration at fair value at the date of acquisition based on the consideration expected to be transferred, estimated as the probability-weighted future cash flows, discounted back to present value. The discount rate used is determined at the time of measurement in accordance with accepted valuation methodologies. Contingent consideration is remeasured each reporting period with the change in fair value, including accretion for the passage of time, recognized as income or expense within acquisition-related items in the consolidated statements of income.
Derivatives The Company recognizes all derivative financial instruments in its consolidated financial statements at fair value in accordance with authoritative guidance on derivatives and hedging, and presents assets and liabilities associated with its derivative financial instruments on a gross basis in the consolidated financial statements. For those derivative instruments that are designated and qualify as hedging instruments, the hedging instrument must be designated, based upon the exposure being hedged, as a fair value hedge, a cash flow hedge, or a hedge of a net investment in a foreign operation. See Note 9 for more information on the Company's derivative instruments and hedging programs.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Fair Value Measurements The Company follows the authoritative guidance on fair value measurements and disclosures with respect to assets and liabilities that are measured at fair value on both a recurring and nonrecurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability, based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The categorization of financial assets and financial liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels defined as follows:
| • | Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities. |
| • | Level 2 - Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. |
| • | Level 3 - Inputs are unobservable for the asset or liability. |
Financial assets that are classified as Level 1 securities include highly liquid government bonds within U.S. government and agency securities and marketable equity securities for which quoted market prices are available. In addition, the Company classifies currency forward contracts as Level 1 since they are valued using quoted market prices in active markets which have identical assets or liabilities.
The valuation for most fixed maturity securities are classified as Level 2. Financial assets that are classified as Level 2 include corporate debt securities, government and agency securities, other asset-backed securities, debt funds, and mortgage-backed securities whose value is determined using inputs that are observable in the market or may be derived principally from, or corroborated by, observable market data such as pricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark securities. In addition, interest rate swaps are included in Level 2 as the Company uses inputs other than quoted prices that are observable for the asset. The Level 2 derivative instruments are primarily valued using standard calculations and models that use readily observable market data as their basis.
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable. Financial assets that are classified as Level 3 financial assets include certain investment securities for which there is limited market activity such that the determination of fair value requires significant judgment or estimation, certain corporate debt securities and auction rate securities. With the exception of auction rate securities, these securities are valued using third-party pricing sources that incorporate transaction details such as contractual terms, maturity, timing, and amount of expected future cash flows, as well as assumptions about liquidity and credit valuation adjustments by market participants. The fair value of auction rate securities is estimated by the Company using a discounted cash flow model, which incorporates significant unobservable inputs. The significant unobservable inputs used in the fair value measurement of the Company’s auction rate securities are years to principal recovery and the illiquidity premium that is incorporated into the discount rate. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value of the securities.
Certain investments for which the fair value is measured using the net asset value per share (or its equivalent) practical expedient are excluded from the fair value hierarchy. Financial assets for which the fair value is measured using the net asset value per share practical expedient include certain debt funds, equity and fixed income commingled trusts, and registered investment companies.
Warranty Obligation The Company offers a warranty on various products. The Company estimates the costs that may be incurred under its warranties and records a liability in the amount of such costs at the time the product is sold. The amount of the reserve recorded is equal to the net costs to repair or otherwise satisfy the obligation. The Company includes the warranty obligation in other accrued expenses and other long-term liabilities on the consolidated balance sheets.
Self-Insurance It is the Company’s policy to self-insure the majority of its insurable risks including medical and dental costs, disability coverage, physical loss to property, business interruptions, workers’ compensation, comprehensive general, and product liability. Insurance coverage is obtained for those risks required to be insured by law or contract. The Company uses claims data and historical experience, as applicable, to estimate liabilities associated with the exposures that the Company has self-insured. Based on historical loss trends, the Company believes that its self-insurance program accruals and its existing insurance coverage
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
are adequate to cover future losses. Historical trends, however, may not be indicative of future losses. These losses could have a material adverse impact on the Company’s consolidated financial statements.
Retirement Benefit Plan Assumptions 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. See Note 17 for assumptions used in determining pension and post-retirement benefit costs.
The Company changed the methodology used to estimate the service and interest cost components of net periodic pension cost and net periodic post-retirement benefit cost for the Company’s pension and other post-retirement benefits, effective April 30, 2016. Prior to April 30, 2016, the Company estimated such cost components utilizing a single weighted-average discount rate derived from the market-observed yield curves of high-quality fixed income securities used to measure the pension benefit obligation and accumulated post-retirement benefit obligation. The current methodology utilizes a full yield curve approach in the estimation of these cost components by applying the specific spot rates along the yield curve to their underlying projected cash flows and provides a more precise measurement of service and interest costs by improving the correlation between projected cash flows and their corresponding spot rates. The change does not affect the measurement of the Company’s pension obligation or accumulated post-retirement benefit obligation. The Company accounted for this change prospectively as a change in accounting estimate.
Revenue Recognition The Company sells its products through direct sales representatives and independent distributors. The Company recognizes revenue when title to the goods and risk of loss transfers to customers, which may be upon shipment or upon delivery to the customer site, based on the contract terms or legal requirements, provided there are no material remaining performance obligations required of the Company or any matters requiring customer acceptance. In cases where the Company utilizes distributors or ships product directly to the end user, revenue is recognized upon shipment provided all revenue recognition criteria have been met. A portion of the Company’s revenue is generated from inventory maintained at hospitals or with field representatives. For these products, revenue is recognized at the time the product has been used or implanted.
The Company recognizes estimated sales returns, discounts, and rebates as a reduction of sales in the same period revenue is recognized. Rebates are estimated based on sales terms, historical experience, and trend analysis. In estimating rebates, the Company considers the lag time between the point of sale and the payment of the rebate claim, contractual commitments, including stated rebate rates, and other relevant information. The Company adjusts reserves to reflect differences between estimated and actual experience, and records such adjustment as a reduction of sales in the period of adjustment.
In certain circumstances, the Company enters into arrangements in which multiple deliverables are provided to customers. Under multiple deliverable arrangements, the Company recognizes revenue in accordance with the principles described above and allocates the revenue based on the relative selling price of each deliverable, which is based on vendor specific objective evidence.
Shipping and Handling Shipping and handling costs not included in cost of products sold are included in selling, general, and administrative expense in the consolidated statements of income and were $370 million, $316 million, and $284 million in fiscal years 2017, 2016, and 2015, respectively.
Research and Development Research and development costs are expensed when incurred. Research and development costs include costs of all basic research activities as well as other research, engineering, and technical effort required to develop a new product or service or make significant improvement to an existing product or manufacturing process. Research and development costs also include pre-approval regulatory and clinical trial expenses.
Contingencies The Company records a liability in the consolidated financial statements for loss contingencies 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. Insurance recoveries related to potential claims are recognized up to the amount of the recorded liability when coverage is confirmed and the estimated recoveries are probable of payment. These recoveries are not netted against the related liabilities for financial statement presentation.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Income Taxes The Company has deferred taxes that arise because of the different treatment of transactions for financial statement accounting and income tax accounting, known as temporary differences. The Company records the tax effect of these temporary differences as deferred tax assets and deferred tax liabilities. Deferred tax assets generally represent items that may be used as a tax deduction or credit in a tax return in future years for which the Company has already recorded the tax benefit in the consolidated statements of income. The Company establishes valuation allowances for deferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit. Deferred tax liabilities generally represent tax expense recognized in the consolidated financial statements for which payment has been deferred or expense has already been taken as a deduction on the Company’s tax return but has not yet been recognized as an expense in the consolidated statements of income.
Other Expense, Net Other expense, net includes royalty income and expense, realized equity security gains and losses, currency transaction and derivative gains and losses, impairment charges on equity securities, Puerto Rico excise tax, and U.S. medical device excise tax.
Currency Translation Assets and liabilities of non-U.S. dollar functional currency entities are translated to U.S. dollars at period-end exchange rates, and the currency impacts arising from the translation of the assets and liabilities are recorded as a cumulative translation adjustment, a component of accumulated other comprehensive loss on the consolidated balance sheets. Elements of the consolidated statements of income are translated at the average monthly currency exchange rates in effect during the period. Currency transaction gains and losses are included in other expense, net in the consolidated statements of income.
Stock-Based Compensation The Company measures stock-based compensation expense at the grant date based on the fair value of the award and recognizes the compensation expense over the requisite service period, which is generally the vesting period. The amount of stock-based compensation expense recognized during a period is based on the portion of the awards that are ultimately expected to vest. The Company estimates pre-vesting forfeitures at the time of grant and revises those estimates in subsequent periods. The total expense recognized over the vesting period equals the fair value of awards that vest.
New Accounting Standards
Recently Adopted
In April 2015, the Financial Accounting Standards Board (FASB) issued accounting guidance that requires debt issuance costs to be presented in the balance sheet as a direct deduction from the related debt liability. Prior to this amendment, debt issuance costs were recognized as an asset in the balance sheet and did not offset the related debt liability. The Company retrospectively adopted this guidance in the first quarter of fiscal year 2017. Its adoption resulted in a reduction of both assets and liabilities of $138 million on the Company's consolidated balance sheet at April 29, 2016 as previously filed in the Company's Annual Report on Form 10-K for the year ended April 29, 2016.
Not Yet Adopted
In May 2014, the FASB issued amended revenue recognition guidance to clarify the principles for recognizing revenue from contracts with customers. The guidance requires an entity to recognize revenue in an amount that reflects the consideration to which an entity expects to be entitled in exchange for the transfer of goods or services. The guidance also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2019, and may be applied either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of the change recognized at the date of initial application (modified retrospective method). Early adoption is permitted. The Company intends to adopt this guidance under the modified retrospective method. The Company is continuing to evaluate the impact of the guidance and will continue to monitor any modifications, clarifications, and interpretations communicated by the FASB.
In January 2016, the FASB issued guidance which requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The guidance also includes a simplified impairment assessment of equity investments without readily determinable fair values and presentation and disclosure changes. This accounting guidance is required for the Company to adopt beginning in the first quarter of fiscal year 2019. The Company is unable to estimate the impact of the future adoption of this standard on its financial statements as it will depend on the equity investments at the adoption date.
In February 2016, the FASB issued guidance which requires lessees to recognize right-of-use assets and lease liabilities on the balance sheet. The guidance is to be applied using a modified retrospective approach at the beginning of the earliest comparative
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
period in the financial statements and is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted. The Company is evaluating the impact of the lease guidance on the Company's consolidated financial statements and anticipates recording additional assets and corresponding liabilities on its consolidated balance sheet related to operating leases within its lease portfolio upon adoption of the guidance.
In March 2016, the FASB issued guidance to simplify the accounting for share based payment transactions by requiring all excess tax benefits and deficiencies to be recognized in income tax expense or benefit in earnings; eliminating the requirement to classify the excess tax benefits and deficiencies as additional paid-in capital. Under the new guidance, an entity makes an accounting policy election to either estimate the expected forfeiture awards or account for forfeitures as they occur. This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2018. The Company recognized excess tax benefits of $92 million, $82 million and $81 million in excess tax benefits in additional paid-in capital in fiscal years 2017, 2016, and 2015, respectively.
In October 2016, the FASB issued guidance that requires the tax effect of inter-entity transactions, other than sales of inventory, to be recognized when the transaction occurs. This would eliminate the exception under the current guidance in which the tax effects of inter-entity asset transactions are deferred until the transferred asset is sold to a third party or otherwise recovered through use. This accounting guidance is required for the Company to adopt beginning in the first quarter of fiscal year 2019. Early adoption is permitted. The Company is currently evaluating the impact of the guidance on the Company's consolidated financial statements.
- Acquisitions and Acquisition-Related Items
The Company had various acquisitions and other acquisition-related activity during fiscal year 2017. The Company accounted for the acquisitions noted below as business combinations using the acquisition method of accounting. In accordance with authoritative guidance on business combination accounting, 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 results of the Company for fiscal year 2017. 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.
The fair values of the assets acquired and liabilities assumed from acquisitions during fiscal year 2017 are as follows:
| (in millions) | HeartWare International, Inc. | Smith & Nephew's Gynecology Business | All Other | Total | |||||||||||
| Other current assets | $ | 351 | $ | — | $ | 23 | $ | 374 | |||||||
| Property, plant, and equipment | 14 | 3 | 4 | 21 | |||||||||||
| Other intangible assets | 625 | 167 | 65 | 857 | |||||||||||
| Goodwill | 427 | 180 | 125 | 732 | |||||||||||
| Other assets | 55 | — | 16 | 71 | |||||||||||
| Total assets acquired | 1,472 | 350 | 233 | 2,055 | |||||||||||
| Current liabilities | 143 | — | 10 | 153 | |||||||||||
| Deferred tax liabilities | 6 | — | 7 | 13 | |||||||||||
| Long-term debt | 245 | — | — | 245 | |||||||||||
| Other liabilities | 6 | — | 4 | 10 | |||||||||||
| Total liabilities assumed | 400 | — | 21 | 421 | |||||||||||
| Net assets acquired | $ | 1,072 | $ | 350 | $ | 212 | $ | 1,634 |
HeartWare International, Inc.
On August 23, 2016, the Company's Cardiac and Vascular Group acquired HeartWare International, Inc. (HeartWare), a medical device company that develops and manufactures miniaturized implantable heart pumps, or ventricular assist devices, to treat patients around the world suffering from advanced heart failure. Total consideration for the transaction was approximately $1.1 billion. Based upon a preliminary acquisition valuation, the Company acquired $602 million of technology-based and customer-related intangible assets and $23 million of tradenames, with estimated useful lives of 15 and 5 years, respectively, and $427
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
million of goodwill. The acquired goodwill is not deductible for tax purposes. In addition, the Company acquired $245 million of debt through the acquisition, of which the Company redeemed $203 million as part of a cash tender offer in August 2016. The remaining $42 million of debt acquired is due December 2017 and is recorded within current debt obligations on the consolidated balance sheets. The allocation of consideration is considered preliminary, primarily with respect to certain contingencies. The Company expects to finalize the allocation of purchase price within the one-year measurement period. Sales attributable to HeartWare were $155 million for fiscal year 2017.
Smith & Nephew's Gynecology Business
On August 5, 2016, the Company's Minimally Invasive Therapies Group acquired Smith & Nephew's gynecology business, which expands and strengthens Medtronic's minimally invasive surgical offerings and further complements its existing global gynecology business. Total consideration for the transaction was approximately $350 million. The Company acquired $167 million of customer-related and technology-related intangible assets with useful lives of 13 years and $180 million of goodwill. The acquired goodwill is deductible for tax purposes. Sales attributable to Smith & Nephew's gynecology business were $45 million for fiscal year 2017.
For information on the Company's fiscal year 2016 acquisitions, refer to Note 2 to the consolidated financial statements included in the Company's Annual report on Form 10-K for the fiscal year ended April 29, 2016.
Acquisition-Related Items
During fiscal year 2017, the Company recognized acquisition-related items expense of $230 million, including $10 million recognized within cost of products sold in the consolidated statements of income, primarily related to integration-related expenses incurred in connection with the Covidien acquisition. The expenses incurred in connection with the Covidien acquisition include $225 million of professional services and integration expenses and $23 million of accelerated or incremental stock compensation expense. Acquisition-related items expense also includes expenses incurred in connection with the HeartWare acquisition and planned divestiture of a portion of the Patient Monitoring and Recovery business, partially offset by the change in fair value of contingent consideration as a result of revised revenue forecasts and the timing of anticipated regulatory milestones.
During fiscal year 2016, the Company recognized acquisition-related items expense of $283 million, primarily related to expenses incurred in connection with the Covidien acquisition. The expenses incurred in connection with the Covidien acquisition include $219 million of professional services and integration expenses and $58 million of accelerated or incremental stock compensation expense.
During fiscal year 2015, the Company recognized acquisition-related items expense of $550 million, primarily related to expenses incurred in connection with the Covidien acquisition. The expenses incurred in connection with the Covidien acquisition include $275 million of professional services and integration expenses, $189 million of accelerated or incremental stock compensation expense, and $69 million of incremental officer and director excise tax.
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 using Level 3 inputs, and the change in fair value is recognized within acquisition-related items in the consolidated statements of income. Contingent consideration payments related to the acquisition date fair value are reported as financing activities in the consolidated statements of cash flows. Amounts paid in excess of the original acquisition date fair value are reported as operating activities in the consolidated statements of cash flows.
The fair value of contingent consideration is measured using projected payment dates, discount rates, probabilities of payment, and projected revenues (for revenue-based considerations). Projected revenues are based on the Company’s most recent internal operational budgets and long-range strategic plans. Changes in projected revenues, probabilities of payment, discount rates, and projected payment dates may result in adjustments to the fair value measurements. The recurring Level 3 fair value measurements of contingent consideration include the following significant unobservable inputs:
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
| (in millions) | Fair Value at April 28, 2017 | Valuation Technique | Unobservable Input | Range | |||||
| Discount rate | 11% - 32.5% | ||||||||
| Revenue-based payments | $ | 106 | Discounted cash flow | Probability of payment | 30% - 100% | ||||
| Projected fiscal year of payment | 2018 - 2026 | ||||||||
| Discount rate | 0.3% - 5.5% | ||||||||
| Product development-based payments | $ | 140 | Discounted cash flow | Probability of payment | 75% - 100% | ||||
| Projected fiscal year of payment | 2018 - 2025 |
The fair value of contingent consideration at April 28, 2017 and April 29, 2016 was $246 million and $377 million, respectively. At April 28, 2017, $180 million was reflected in other liabilities and $66 million was reflected in other accrued expenses in the consolidated balance sheets. At April 29, 2016, $311 million was reflected in other liabilities and $66 million was reflected in other accrued expenses in the consolidated balance sheets.
The following table provides a reconciliation of the beginning and ending balances of contingent consideration:
| Fiscal Year | |||||||
| (in millions) | 2017 | 2016 | |||||
| Beginning Balance | $ | 377 | $ | 264 | |||
| Purchase price contingent consideration | 28 | 149 | |||||
| Contingent consideration payments | (76 | ) | (22 | ) | |||
| Change in fair value of contingent consideration | (83 | ) | (14 | ) | |||
| Ending Balance | $ | 246 | $ | 377 |
- Assets and Liabilities Held for Sale
In April 2017, the Company entered into a definitive agreement for the sale of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses within the Minimally Invasive Therapies Group segment. The transaction is expected to close in the second quarter of fiscal year 2018, subject to the receipt of regulatory approvals and satisfaction of other customary closing conditions. As a result, the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses met the criteria to be classified as held for sale at April 28, 2017, which requires the Company to present the related assets and liabilities as separate line items in our consolidated balance sheet.
The following table presents information related to the assets and liabilities that were classified as held for sale in our consolidated balance sheet:
| (in millions) | April 28, 2017 | ||
| Inventories, net | $ | 371 | |
| Property, plant, and equipment, net | 689 | ||
| Goodwill | 2,910 | ||
| Other intangible assets, net | 2,320 | ||
| Total assets held for sale | $ | 6,290 | |
| Other accrued expenses | $ | 34 | |
| Accrued compensation and retirement benefits | 12 | ||
| Deferred tax liabilities | 707 | ||
| Other liabilities | 1 | ||
| Total liabilities held for sale | $ | 754 |
There were no assets or liabilities classified as held for sale at April 29, 2016. The Company determined that the divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses does not meet the criteria to be classified as discontinued operations.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
- Restructuring Charges
Cost Synergies Initiative
The cost synergies initiative is the Company's restructuring program primarily related to the integration of Covidien. This initiative is expected to contribute to the approximately $850 million in cost synergies expected to be achieved as a result of the integration of the Covidien acquisition through fiscal year 2018, including administrative office optimization, manufacturing and supply chain infrastructure, certain program cancellations, and reduction of general and administrative redundancies. Restructuring charges are primarily related to employee termination costs and costs related to manufacturing and facility closures and affect all reportable segments. Cash outlays for the cost synergies initiative restructuring program are scheduled to be substantially complete by the end of fiscal year 2019.
A summary of the restructuring accrual, recorded within other accrued expenses and other liabilities in the consolidated balance sheets, and related activity is presented below:
| (in millions) | Employee Termination Costs | Asset Write-downs | Other Costs | Total | |||||||||||
| April 24, 2015 | $ | 136 | $ | — | $ | 7 | $ | 143 | |||||||
| Charges | 248 | 23 | 61 | 332 | |||||||||||
| Cash payments | (153 | ) | — | (31 | ) | (184 | ) | ||||||||
| Settled non cash | — | (23 | ) | — | (23 | ) | |||||||||
| Reversal of excess reserves | (18 | ) | — | — | (18 | ) | |||||||||
| April 29, 2016 | $ | 213 | $ | — | $ | 37 | $ | 250 | |||||||
| Charges | 287 | 27 | 54 | 368 | |||||||||||
| Cash payments | (179 | ) | — | (53 | ) | (232 | ) | ||||||||
| Settled non cash | — | (27 | ) | — | (27 | ) | |||||||||
| Reversal of excess reserves | (60 | ) | — | (8 | ) | (68 | ) | ||||||||
| April 28, 2017 | $ | 261 | $ | — | $ | 30 | $ | 291 |
As part of the cost synergies initiative, for fiscal year 2017, the Company recognized $441 million in charges, which included $73 million of incremental defined benefit pension and post-retirement related expenses for employees that accepted voluntary early retirement packages. These costs are not included in the table summarizing the restructuring costs above, because they are associated with costs that are accounted for under the pension and post-retirement rules. See Note 17 for further discussion on the incremental defined benefit pension and post-retirement related expenses. The charges recognized during fiscal year 2017 were partially offset by reversals of excess restructuring reserves of $68 million. Reversals of restructuring reserves relate to certain employees identified for termination finding other positions within the Company, cancellations of employee terminations, and employee termination costs being less than initially estimated. Fiscal year 2017 asset write-downs included $17 million of property, plant, and equipment impairments. Fiscal year 2017 asset write-downs also included $10 million of inventory write-offs of discontinued product lines recognized within cost of products sold in the consolidated statements of income.
As part of the cost synergies initiative, for fiscal year 2016, the Company recognized $332 million in charges, which were partially offset by reversals of excess restructuring reserves of $18 million. Reversals of restructuring reserves relate to certain employees identified for termination finding other positions within the Company and revisions to severance provisions. Fiscal year 2016 asset write-downs included $14 million related to property, plant, and equipment impairments. Fiscal year 2016 asset write-downs also inclued $9 million of inventory write-offs of discontinued product lines recognized within cost of products sold in the consolidated statements of income.
- Special Charge
During fiscal year 2017, in continuing the Company's commitment to improve the health of people and communities throughout the world, the Company recognized a special charge of $100 million for a charitable contribution to meet the multi-year funding needs of the Medtronic Foundation, a related party non-profit organization.
During fiscal year 2016, the Company recognized a special charge of $70 million in connection with the impairment of a debt investment.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
During fiscal year 2015, the Company recognized special gains of $138 million, which consisted of a $41 million gain on the sale of a product line in the ENT division, and a $97 million gain on the sale of an equity method investment. These special gains were partially offset by a $100 million charitable contribution that the Company made to the Medtronic Foundation.
- Financial Instruments
The Company holds investments such as marketable debt and equity securities that are classified and accounted for as trading and available-for-sale and are remeasured on a recurring basis. The Company also holds cost method, equity method, and other investments which are measured at fair value on a nonrecurring basis. Refer to Note 1 for information regarding valuation techniques and inputs used in the fair value measurements.
In accordance with authoritative guidance adopted in fiscal year 2017, certain investments for which the fair value is measured using the net asset value per share (or its equivalent) practical expedient are not presented within the fair value hierarchy. The fair value amounts presented for these investments are intended to permit reconciliation to the consolidated balance sheets. The revised presentation has been applied retrospectively and fiscal year 2016 values have been reclassified to conform to classifications used in the current year.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
The following table summarizes the Company's investments by significant investment category and the consolidated balance sheet classification at April 28, 2017:
| Valuation | Balance Sheet Classification | ||||||||||||||||||||||
| (in millions) | Cost | Unrealized Gains | Unrealized Losses | Fair Value | Investments | Other Assets | |||||||||||||||||
| Available-for-sale securities | |||||||||||||||||||||||
| Level 1: | |||||||||||||||||||||||
| U.S. government and agency securities | $ | 613 | $ | 2 | $ | (5 | ) | $ | 610 | $ | 610 | $ | — | ||||||||||
| Marketable equity securities | 58 | 49 | (4 | ) | 103 | — | 103 | ||||||||||||||||
| Total Level 1 | 671 | 51 | (9 | ) | 713 | 610 | 103 | ||||||||||||||||
| Level 2: | |||||||||||||||||||||||
| Corporate debt securities | 4,643 | 62 | (23 | ) | 4,682 | 4,682 | — | ||||||||||||||||
| U.S. government and agency securities | 860 | — | (10 | ) | 850 | 850 | — | ||||||||||||||||
| Mortgage-backed securities | 766 | 9 | (16 | ) | 759 | 759 | — | ||||||||||||||||
| Foreign government and agency securities | 49 | — | — | 49 | 49 | — | |||||||||||||||||
| Other asset-backed securities | 228 | 1 | (1 | ) | 228 | 228 | — | ||||||||||||||||
| Debt funds | 1,246 | 4 | (178 | ) | 1,072 | 1,072 | — | ||||||||||||||||
| Total Level 2 | 7,792 | 76 | (228 | ) | 7,640 | 7,640 | — | ||||||||||||||||
| Level 3: | |||||||||||||||||||||||
| Corporate debt securities | 1 | — | — | 1 | — | 1 | |||||||||||||||||
| Auction rate securities | 47 | — | (3 | ) | 44 | — | 44 | ||||||||||||||||
| Total Level 3 | 48 | — | (3 | ) | 45 | — | 45 | ||||||||||||||||
| Investments measured at net asset value(1): | |||||||||||||||||||||||
| Debt funds | 497 | — | (6 | ) | 491 | 491 | — | ||||||||||||||||
| Total available-for-sale securities | 9,008 | 127 | (246 | ) | 8,889 | 8,741 | 148 | ||||||||||||||||
| Cost method, equity method, and other investments: | |||||||||||||||||||||||
| Level 3: | |||||||||||||||||||||||
| Cost method, equity method, and other investments | 589 | — | — | N/A | — | 589 | |||||||||||||||||
| Total Level 3: | 589 | — | — | N/A | — | 589 | |||||||||||||||||
| Total cost method, equity method, and other investments | 589 | — | — | N/A | — | 589 | |||||||||||||||||
| Total investments | $ | 9,597 | $ | 127 | $ | (246 | ) | $ | 8,889 | $ | 8,741 | $ | 737 |
(1) Certain investments that are measured at the net asset value per share (or its equivalent) as a practical expedient are excluded from the fair value hierarchy. The fair value amounts presented herein are intended to permit reconciliation to the consolidated balance sheets.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
The following table summarizes the Company's investments by significant investment categories and the related consolidated balance sheet classification at April 29, 2016:
| Valuation | Balance Sheet Classification | ||||||||||||||||||||||
| (in millions) | Cost | Unrealized Gains | Unrealized Losses | Fair Value | Investments | Other Assets | |||||||||||||||||
| Available-for-sale securities: | |||||||||||||||||||||||
| Level 1: | |||||||||||||||||||||||
| U.S. government and agency securities | $ | 792 | $ | 14 | $ | (1 | ) | $ | 805 | $ | 805 | $ | — | ||||||||||
| Marketable equity securities | 75 | 21 | (11 | ) | 85 | — | 85 | ||||||||||||||||
| Total Level 1 | 867 | 35 | (12 | ) | 890 | 805 | 85 | ||||||||||||||||
| Level 2: | |||||||||||||||||||||||
| Corporate debt securities | 3,935 | 85 | (24 | ) | 3,996 | 3,996 | — | ||||||||||||||||
| U.S. government and agency securities | 902 | 2 | — | 904 | 904 | — | |||||||||||||||||
| Mortgage-backed securities | 1,016 | 17 | (18 | ) | 1,015 | 1,015 | — | ||||||||||||||||
| Other asset-backed securities | 192 | 3 | — | 195 | 195 | — | |||||||||||||||||
| Debt funds | 2,306 | 5 | (247 | ) | 2,064 | 2,064 | — | ||||||||||||||||
| Total Level 2 | 8,351 | 112 | (289 | ) | 8,174 | 8,174 | — | ||||||||||||||||
| Level 3: | |||||||||||||||||||||||
| Corporate debt securities | 1 | — | — | 1 | — | 1 | |||||||||||||||||
| Auction rate securities | 47 | — | (3 | ) | 44 | — | 44 | ||||||||||||||||
| Total Level 3 | 48 | — | (3 | ) | 45 | — | 45 | ||||||||||||||||
| Investments measured at net asset value(1): | |||||||||||||||||||||||
| Debt funds | 734 | — | (34 | ) | 700 | 700 | — | ||||||||||||||||
| Total available-for-sale securities | 10,000 | 147 | (338 | ) | 9,809 | 9,679 | 130 | ||||||||||||||||
| Trading securities: | |||||||||||||||||||||||
| Level 1: | |||||||||||||||||||||||
| Exchange-traded funds | 65 | 15 | (1 | ) | 79 | 79 | — | ||||||||||||||||
| Total Level 1 | 65 | 15 | (1 | ) | 79 | 79 | — | ||||||||||||||||
| Total trading securities | 65 | 15 | (1 | ) | 79 | 79 | — | ||||||||||||||||
| Cost method, equity method, and other investments: | |||||||||||||||||||||||
| Level 3: | |||||||||||||||||||||||
| Cost method, equity method, and other investments | 506 | — | — | N/A | — | 506 | |||||||||||||||||
| Total Level 3 | 506 | — | — | N/A | — | 506 | |||||||||||||||||
| Total cost method, equity method, and other investments | 506 | — | — | N/A | — | 506 | |||||||||||||||||
| Total investments | $ | 10,571 | $ | 162 | $ | (339 | ) | $ | 9,888 | $ | 9,758 | $ | 636 |
(1) Certain investments that are measured at the net asset value per share (or its equivalent) as a practical expedient are excluded from the fair value hierarchy. The fair value amounts presented herein are intended to permit reconciliation to the consolidated balance sheets.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Marketable Debt and Equity Securities:
The following tables present the gross unrealized losses and fair values of the Company’s available-for-sale securities that have been in a continuous unrealized loss position deemed to be temporary, aggregated by investment category at April 28, 2017 and April 29, 2016:
| April 28, 2017 | |||||||||||||||
| Less than 12 months | More than 12 months | ||||||||||||||
| (in millions) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||
| Corporate debt securities | $ | 1,263 | $ | (19 | ) | $ | 46 | $ | (4 | ) | |||||
| Auction rate securities | — | — | 44 | (3 | ) | ||||||||||
| Mortgage-backed securities | 276 | (4 | ) | 95 | (12 | ) | |||||||||
| U.S. government and agency securities | 896 | (15 | ) | — | — | ||||||||||
| Other asset-backed securities | 127 | (1 | ) | — | — | ||||||||||
| Debt funds | 173 | (1 | ) | 1,125 | (183 | ) | |||||||||
| Marketable equity securities | 14 | (3 | ) | 2 | (1 | ) | |||||||||
| Total | $ | 2,749 | $ | (43 | ) | $ | 1,312 | $ | (203 | ) |
| April 29, 2016 | |||||||||||||||
| Less than 12 months | More than 12 months | ||||||||||||||
| (in millions) | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||
| Corporate debt securities | $ | 756 | $ | (18 | ) | $ | 136 | $ | (6 | ) | |||||
| Auction rate securities | — | — | 44 | (3 | ) | ||||||||||
| Mortgage-backed securities | 196 | (5 | ) | 92 | (5 | ) | |||||||||
| U.S. government and agency securities | 308 | (4 | ) | 67 | (5 | ) | |||||||||
| Debt funds | 670 | (26 | ) | 1,601 | (256 | ) | |||||||||
| Marketable equity securities | 45 | (11 | ) | — | — | ||||||||||
| Total | $ | 1,975 | $ | (64 | ) | $ | 1,940 | $ | (275 | ) |
The following table presents the unobservable inputs utilized in the fair value measurement of the auction rate securities classified as Level 3 at April 28, 2017:
| Valuation Technique | Unobservable Input | Range (Weighted Average) | |
| Auction rate securities | Discounted cash flow | Years to principal recovery | 2 yrs. - 12 yrs. (3 yrs.) |
| Illiquidity premium | 6% |
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. The Company’s policy is to recognize transfers into and out of levels within the fair value hierarchy at the end of the fiscal quarter in which the actual event or change in circumstances that caused the transfer occurs. There were no transfers between Level 1, Level 2, or Level 3 during fiscal years 2017 or 2016. 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.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
The following tables provide a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3):
| (in millions) | Total Level 3 Investments | Corporate debt securities | Auction rate securities | ||||||||
| April 29, 2016 | $ | 45 | $ | 1 | $ | 44 | |||||
| Unrealized gains/(losses) included in other comprehensive income | — | — | — | ||||||||
| Settlements | — | — | — | ||||||||
| April 28, 2017 | $ | 45 | $ | 1 | $ | 44 | |||||
| (in millions) | Total Level 3 Investments | Corporate debt securities | Auction rate securities | ||||||||
| April 24, 2015 | $ | 106 | $ | 1 | $ | 105 | |||||
| Unrealized gains/(losses) included in other comprehensive income | (3 | ) | — | (3 | ) | ||||||
| Settlements | (58 | ) | — | (58 | ) | ||||||
| April 29, 2016 | $ | 45 | $ | 1 | $ | 44 |
Activity related to the Company’s investment portfolio is as follows:
| Fiscal Year | |||||||||||||||||||||||
| 2017 | 2016 | 2015 | |||||||||||||||||||||
| (in millions) | Debt(1) | Equity(2)(3) | Debt(1) | Equity(2)(4) | Debt(1) | Equity(2)(5) | |||||||||||||||||
| Proceeds from sales | $ | 5,224 | $ | 132 | $ | 9,881 | $ | 42 | $ | 5,640 | $ | 250 | |||||||||||
| Gross realized gains | 75 | 49 | 36 | 38 | 33 | 164 | |||||||||||||||||
| Gross realized losses | (56 | ) | — | (53 | ) | — | (19 | ) | — | ||||||||||||||
| Impairment losses recognized | — | (30 | ) | — | (114 | ) | — | (29 | ) |
| (1) | Includes available-for-sale debt securities. |
| (2) | Includes marketable equity securities, cost method, equity method, exchange-traded funds, and other investments. |
| (3) | As a result of certain acquisitions that occurred during fiscal year 2017, the Company recognized a non-cash realized gain of $20 million on its previously-held minority investment included in other expense, net in the consolidated statement of income. |
| (4) | As a result of certain acquisitions that occurred during fiscal year 2016, the Company recognized a non-cash realized gain of $9 million on its previously-held minority investment included in other expense, net in the consolidated statement of income. |
| (5) | As a result of certain acquisitions that occurred during fiscal year 2015, the Company recognized a non-cash realized gain of $41 million on its previously-held minority investments included in other expense, net in the consolidated statement of income. Also, a realized gain on an equity method investment totaling $97 million is included in special charge (gain), net in the consolidated statement of income. |
Credit losses represent the difference between the present value of cash flows expected to be collected on certain mortgage-backed securities and auction rate securities and the amortized cost of these securities. Based on the Company’s assessment of the credit quality of the underlying collateral and credit support available to each of the remaining securities in which the Company is invested, the Company believes it has recognized all necessary other-than-temporary impairments as the Company does not have the intent to sell, nor is it more likely than not that the Company will be required to sell, before recovery of the amortized cost.
At April 28, 2017 and April 29, 2016, the credit loss portion of other-than temporary impairments on debt securities was not significant. The total reductions for available-for-sale debt securities sold during fiscal years 2017 and 2016 were not significant.
The April 28, 2017 balance of available-for-sale debt securities, excluding debt funds which have no single maturity date, 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.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
| (in millions) | April 28, 2017 | ||
| Due in one year or less | $ | 1,110 | |
| Due after one year through five years | 2,855 | ||
| Due after five years through ten years | 3,177 | ||
| Due after ten years | 81 | ||
| Total debt securities | $ | 7,223 |
The Company holds investments in marketable equity securities, which are classified as other assets in the consolidated balance sheets. The aggregate carrying amount of these investments was $103 million and $85 million at April 28, 2017 and April 29, 2016, respectively. The Company did not recognize any significant impairment charges related to marketable equity securities during fiscal year 2017. During the fiscal years 2016 and 2015 the Company determined that the fair value of certain marketable equity securities were below their carrying values and that the carrying values of these investments were not expected to be recoverable within a reasonable period of time. As a result, the Company recognized $20 million and $7 million in impairment charges for fiscal years 2016 and 2015 respectively, which were recognized within other expense, net in the consolidated statements of income.
Cost method, equity method, and other investments
The Company holds investments in equity and other securities that are accounted for using the cost or equity method, which are classified as other assets in the consolidated balance sheets. At April 28, 2017 and April 29, 2016, the aggregate carrying amount of equity and other securities without a quoted market price and accounted for using the cost or equity method was $589 million and $506 million, respectively. Cost and equity method investments are measured at fair value on a nonrecurring basis. Changes in circumstance or the occurrence of events that suggest the Company’s investment may not be recoverable are assessed quarterly. If there are identified events or changes in circumstances that may have a material adverse effect on the fair value of the investment, the investment is assessed for impairment.
Cost and equity method investments fall within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs to determine fair value, as the investments are in privately-held entities without quoted market prices. To determine the fair value of these investments, the Company uses all pertinent financial information available related to the entities, including financial statements and market participant valuations from recent and proposed equity offerings. During the fiscal years 2017, 2016, and 2015 the Company determined that the fair values of certain cost and/or equity method investments were below their carrying values and that the carrying values of these investments were not expected to be recoverable within a reasonable period of time. As a result, the Company recognized $30 million of impairment charges during fiscal year 2017, which were recognized in other expense, net in the consolidated statements of income. During fiscal year 2016, the Company recognized $23 million of impairment charges, which were recognized in other expense, net and $70 million of impairment charges which were recognized in special charge (gain), net in the consolidated statements of income. During fiscal year 2015 the Company recognized $7 million of impairment charges, which were recognized in other expense, net in the consolidated statements of income.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
- Goodwill and Other Intangible Assets
Goodwill
The following table presents the changes in the carrying amount of goodwill by reportable segment:
| (in millions) | Cardiac and Vascular Group | Minimally Invasive Therapies Group | Restorative Therapies Group | Diabetes Group | Total | ||||||||||||||
| April 24, 2015 | $ | 5,855 | $ | 23,399 | $ | 9,424 | $ | 1,852 | $ | 40,530 | |||||||||
| Goodwill as a result of acquisitions | 393 | 264 | 199 | — | 856 | ||||||||||||||
| Measurement period adjustments related to Covidien | 21 | 346 | 26 | — | 393 | ||||||||||||||
| Other adjustments, net | — | (34 | ) | 3 | — | (31 | ) | ||||||||||||
| Currency adjustment, net | (26 | ) | (191 | ) | (32 | ) | 1 | (248 | ) | ||||||||||
| April 29, 2016 | 6,243 | 23,784 | 9,620 | $ | 1,853 | 41,500 | |||||||||||||
| Goodwill as a result of acquisitions | 457 | 242 | 33 | — | 732 | ||||||||||||||
| Currency adjustment, net | (49 | ) | (705 | ) | (53 | ) | — | (807 | ) | ||||||||||
| Goodwill reclassified to noncurrent assets held for sale | — | (2,910 | ) | — | — | (2,910 | ) | ||||||||||||
| April 28, 2017 | $ | 6,651 | $ | 20,411 | $ | 9,600 | $ | 1,853 | $ | 38,515 |
The Company assesses goodwill for impairment annually in the third quarter 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 unit level. There were no changes in reporting units during fiscal year 2017. The test for impairment of goodwill requires the Company to make several estimates about fair value, most of which are based on projected future cash flows. The Company calculated the excess of each reporting unit's fair value over its carrying amount, including goodwill, utilizing a discounted cash flow analysis. The Company did not recognize any goodwill impairments during fiscal years 2017, 2016, and 2015.
Intangible Assets
The following table presents the gross carrying amount and accumulated amortization of intangible assets:
| April 28, 2017 | April 29, 2016 | ||||||||||||||
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | |||||||||||
| Definite-lived: | |||||||||||||||
| Customer-related | $ | 16,862 | $ | (2,166 | ) | $ | 18,596 | $ | (1,331 | ) | |||||
| Purchased technology and patents | 11,461 | (3,690 | ) | 11,397 | (2,976 | ) | |||||||||
| Trademarks and tradenames | 772 | (461 | ) | 854 | (403 | ) | |||||||||
| Other | 77 | (42 | ) | 72 | (31 | ) | |||||||||
| Total | $ | 29,172 | $ | (6,359 | ) | $ | 30,919 | $ | (4,741 | ) | |||||
| Indefinite-lived: | |||||||||||||||
| IPR&D | $ | 594 | $ | 721 |
The Company assesses definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset (asset group) may not be recoverable. When events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable, the Company calculates the excess of an intangible asset's carrying value over its undiscounted future cash flows. If the carrying value is not recoverable, an impairment loss is recognized based on the amount by which the carrying value exceeds the fair value. The inputs used in the fair value analysis fall within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs to determine fair value. The Company did not recognize any definite-lived intangible asset impairments during fiscal years 2017, 2016 and 2015.
The Company assesses indefinite-lived intangibles for impairment annually in the third quarter and whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired. The Company calculates the excess of
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
indefinite-lived intangible assets fair values over their carrying values utilizing a discounted future cash flow analysis. The Company did not recognize any significant indefinite-lived asset impairments during fiscal years 2017 and 2016. As a result of the analysis performed during fiscal year 2015, the fair value of certain IPR&D indefinite-lived assets were deemed to be less than their carrying value, resulting in an impairment loss of $5 million, which was recognized in acquisition-related items in the consolidated statements of income. 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 such clinical trials, delays or failures to obtain required market clearances or other failures to achieve a commercially viable product, and as a result, may recognize impairment losses in the future.
Amortization
Intangible asset amortization expense for fiscal years 2017, 2016, and 2015 was $2.0 billion, $1.9 billion, and $733 million, respectively. Estimated aggregate amortization expense by fiscal year based on the current carrying value of definite-lived intangible assets at April 28, 2017, excluding any possible future amortization associated with acquired IPR&D which has not met technological feasibility and amortization associated with definite-lived intangible assets classified as held for sale at April 28, 2017, is as follows:
| (in millions) | Amortization Expense | ||
| 2018 | $ | 1,809 | |
| 2019 | 1,725 | ||
| 2020 | 1,680 | ||
| 2021 | 1,666 | ||
| 2022 | 1,624 |
- Financing Arrangements
Current debt obligations consisted of the following:
| (in millions) | April 28, 2017 | April 29, 2016 | ||||||
| Bank borrowings | $ | 396 | $ | 387 | ||||
| Capital lease obligations | 5 | 106 | ||||||
| Commercial paper | 901 | — | ||||||
| Three-year term loan | 3,000 | — | ||||||
| 6.000 percent ten-year 2008 CIFSA senior notes | 1,150 | — | ||||||
| 1.500 percent three-year 2015 senior notes | 1,000 | — | ||||||
| 1.375 percent five-year 2013 senior notes | 1,000 | — | ||||||
| 3.500 percent seven-year 2010 HTWR senior notes | 42 | — | ||||||
| Floating rate three-year 2014 senior notes | — | 250 | ||||||
| 0.875 percent three-year 2014 senior notes | — | 250 | ||||||
| Debt premium, net | 26 | — | ||||||
| Current debt obligations | $ | 7,520 | $ | 993 |
Commercial Paper On January 26, 2015, Medtronic Global Holdings S.C.A. (Medtronic Luxco), an entity organized under the laws of Luxembourg, entered into various agreements pursuant to which Medtronic Luxco may issue unsecured commercial paper notes (the 2015 Commercial Paper Program) on a private placement basis up to a maximum aggregate amount outstanding at any time of $3.5 billion. The Company and Medtronic, Inc. have guaranteed the obligations of Medtronic Luxco under the 2015 Commercial Paper Program. At April 28, 2017, the Company had $901 million of commercial paper outstanding. No amount of commercial paper was outstanding at April 29, 2016.
During fiscal years 2017 and 2016, the weighted average original maturity of the commercial paper outstanding was approximately 39 days and 49 days, respectively, and the weighted average interest rate was 0.89 percent and 0.57 percent, respectively. The issuance of commercial paper reduces the amount of credit available under the Company's existing line of credit.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Bank Borrowings Outstanding bank borrowings at April 28, 2017 were short-term advances to certain non-U.S. subsidiaries under credit agreements with various banks. Bank borrowings consist primarily of borrowings in Japanese Yen at interest rates ranging from 0.17% to 0.18%, and the borrowing is a natural hedge of currency and exchange rate risk.
Line of Credit The Company has a $3.5 billion five year revolving syndicated line of credit facility ($3.5 Billion Revolving Credit Facility), by and among Medtronic, Medtronic, Inc., Medtronic Luxco, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and issuing bank, which expires in January 2020. The $3.5 Billion Revolving Credit Facility provides the Company with the ability to increase its borrowing capacity by an additional $500 million at any time during the term of the agreement. At each anniversary date of the $3.5 Billion Revolving Credit Facility, but not more than twice prior to the maturity date, the Company could also request a one-year extension of the maturity date. The Company, Medtronic Luxco, and Medtronic, Inc. guarantee the obligations under the Amended and Restated Revolving Credit Agreement. At April 28, 2017 and April 29, 2016, no amounts were outstanding on the committed line of credit.
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 agreements also contain customary covenants, all of which the Company remained in compliance with at April 28, 2017.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Long-term debt consisted of the following:
| April 28, 2017 | April 29, 2016 | ||||||||||||||
| (in millions, except interest rates) | Maturity by Fiscal Year | Payable | Effective Interest Rate | Payable | Effective Interest Rate | ||||||||||
| 6.000 percent ten-year 2008 CIFSA senior notes | 2018 | $ | — | 1.41 | % | $ | 1,150 | 1.41 | % | ||||||
| 1.375 percent five-year 2013 senior notes | 2018 | — | 1.41 | 1,000 | 1.41 | ||||||||||
| 1.500 percent three-year 2015 senior notes | 2018 | — | 1.59 | 1,000 | 1.59 | ||||||||||
| 5.600 percent ten-year 2009 senior notes | 2019 | 400 | 5.61 | 400 | 5.61 | ||||||||||
| 1.700 percent two-year 2017 senior notes | 2019 | 1,000 | 1.74 | — | — | ||||||||||
| 4.450 percent ten-year 2010 senior notes | 2020 | 766 | 4.47 | 766 | 4.47 | ||||||||||
| 2.500 percent five-year 2015 senior notes | 2020 | 2,500 | 2.52 | 2,500 | 2.52 | ||||||||||
| Floating rate five-year 2015 senior notes | 2020 | 500 | 1.98 | 500 | 1.04 | ||||||||||
| 4.200 percent ten-year 2010 CIFSA senior notes | 2021 | 600 | 2.22 | 600 | 2.22 | ||||||||||
| 4.125 percent ten-year 2011 senior notes | 2021 | 500 | 4.19 | 500 | 4.19 | ||||||||||
| 3.125 percent ten-year 2012 senior notes | 2022 | 675 | 3.16 | 675 | 3.16 | ||||||||||
| 3.150 percent seven-year 2015 senior notes | 2022 | 2,500 | 3.18 | 2,500 | 3.18 | ||||||||||
| 3.200 percent ten-year 2012 CIFSA senior notes | 2023 | 650 | 2.66 | 650 | 2.66 | ||||||||||
| 2.750 percent ten-year 2013 senior notes | 2023 | 530 | 2.78 | 530 | 2.78 | ||||||||||
| 2.950 percent ten-year 2013 CIFSA senior notes | 2024 | 310 | 2.67 | 310 | 2.67 | ||||||||||
| 3.625 percent ten-year 2014 senior notes | 2024 | 850 | 3.65 | 850 | 3.65 | ||||||||||
| 3.500 percent ten-year 2015 senior notes | 2025 | 4,000 | 3.61 | 4,000 | 3.61 | ||||||||||
| 3.350 percent ten-year 2017 senior notes | 2027 | 850 | 3.35 | — | — | ||||||||||
| 4.375 percent twenty-year 2015 senior notes | 2035 | 2,382 | 4.44 | 2,382 | 4.44 | ||||||||||
| 6.550 percent thirty-year 2007 CIFSA senior notes | 2038 | 374 | 3.75 | 374 | 3.75 | ||||||||||
| 6.500 percent thirty-year 2009 senior notes | 2039 | 300 | 6.52 | 300 | 6.52 | ||||||||||
| 5.550 percent thirty-year 2010 senior notes | 2040 | 500 | 5.56 | 500 | 5.56 | ||||||||||
| 4.500 percent thirty-year 2012 senior notes | 2042 | 400 | 4.51 | 400 | 4.51 | ||||||||||
| 4.000 percent thirty-year 2013 senior notes | 2043 | 325 | 4.12 | 325 | 4.12 | ||||||||||
| 4.625 percent thirty-year 2014 senior notes | 2044 | 650 | 4.67 | 650 | 4.67 | ||||||||||
| 4.625 percent thirty-year 2015 senior notes | 2045 | 4,150 | 4.62 | 4,000 | 4.64 | ||||||||||
| Three-year term loan | 2018 | — | — | 3,000 | 1.12 | ||||||||||
| Interest rate swaps | 2021-2022 | 40 | — | 89 | — | ||||||||||
| Capital lease obligations | 2019-2025 | 23 | 4.81 | 26 | 4.66 | ||||||||||
| Bank borrowings | 2019-2022 | 139 | 1.28 | 56 | 6.46 | ||||||||||
| Debt premium, net | 2019-2045 | 135 | — | 214 | — | ||||||||||
| Deferred financing costs | 2019-2045 | (128 | ) | — | (138 | ) | — | ||||||||
| Long-term debt | $ | 25,921 | $ | 30,109 |
Senior Notes The Company had outstanding unsecured senior obligations, including those described as senior notes in the long-term debt table above (collectively, the Senior Notes). The Senior Notes rank equally with all other unsecured and unsubordinated indebtedness of the Company. The indentures under which the Senior Notes were issued contain customary covenants, all of which the Company remained in compliance with at April 28, 2017. The Company used the net proceeds from the sale of the Senior Notes primarily for general corporate purposes, which includes the repayment of other indebtedness of the Company.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
In March 2017, Medtronic Luxco issued two tranches of Senior Notes with an aggregate face value of $1.850 billion (collectively, the 2017 Senior Notes). The first tranche consisted of $1.0 billion of 1.700 percent Senior Notes due 2019. The second tranche consisted of $850 million of 3.350 percent Senior Notes due 2027. Concurrent with the offering by Medtronic Luxco, Medtronic, Inc. issued $150 million in principal amount of its 4.625 percent Senior Notes due 2045 (the Reopening Notes). The Reopening Notes are a further issuance of, and form a single series with, the $4.0 billion principal amount of Medtronic, Inc.'s previously outstanding 4.625 percent Senior Notes due 2045. Interest on the 2017 Senior Notes and the Reopening Notes is payable semi-annually. The Company used the net proceeds from the sale of the 2017 Senior Notes and the Reopening Notes for general corporate purposes.
In April 2016, the Company completed a cash tender offer and redemption of $2.7 billion of senior notes for $3.0 billion of total consideration. We recognized a loss on debt extinguishment of $163 million, which included cash premiums and accelerated amortization of deferred financing costs and debt discounts and premiums. The loss on debt extinguishment was recognized in interest expense, net in the consolidated statements of income. In addition to the loss on debt extinguishment, we recognized $20 million of interest expense due to the acceleration of net losses on forward starting interest rate derivatives, which were terminated at the time of original debt issuances relating to the portion of debt extinguished in the tender offer.
At April 28, 2017 and April 29, 2016, the Company had interest rate swap agreements designated as fair value hedges of certain underlying fixed-rate obligations, including the Company’s $500 million 4.125 percent 2011 Senior Notes and $675 million 3.125 percent 2012 Senior Notes. Refer to Note 9 for additional information regarding the interest rate swap agreements.
Term Loan On January 26, 2015, Medtronic, Inc. borrowed $3.0 billion for a term of three years under a senior unsecured term loan credit agreement (the “Term Loan Credit Agreement”), among Medtronic, Inc., Medtronic, Medtronic Luxco, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent. The Term Loan Credit Agreement was entered into to finance, in part, the cash component of the acquisition of Covidien and certain transaction expenses. Medtronic and Medtronic Luxco have guaranteed the obligations of Medtronic, Inc. under the Term Loan Credit Agreement.
Contractual maturities of debt for the next five fiscal years and thereafter, excluding deferred financing costs, debt premium, net, and the fair value of outstanding interest rate swap agreements are as follows:
| (in millions) | |||
| 2018 | $ | 7,494 | |
| 2019 | 1,403 | ||
| 2020 | 3,778 | ||
| 2021 | 1,127 | ||
| 2022 | 3,276 | ||
| Thereafter | 16,290 | ||
| Total debt | 33,368 | ||
| Less: Current portion of debt | 7,494 | ||
| Long-term portion of debt | $ | 25,874 |
Financial Instruments Not Measured at Fair Value
At April 28, 2017, the estimated fair value of the Company’s Senior Notes, including the current portion, was $30.4 billion compared to a principal value of $28.9 billion. At April 29, 2016 the estimated fair value was $29.8 billion compared to a principal value of $27.4 billion. Fair value was estimated using quoted market prices for the publicly registered senior notes, 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 derivative/hedging activity.
- Derivatives and Currency Exchange Risk Management
The Company uses operational and economic hedges, as well as currency exchange rate derivative contracts and interest rate derivative instruments, to manage the impact of currency exchange and interest rate changes on earnings and cash flows. In addition, the Company uses cross currency interest rate swaps to manage currency risk related to certain debt. In order to minimize earnings and cash flow volatility resulting from currency exchange rate changes, the Company enters into derivative instruments, principally
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
forward currency exchange rate contracts. These contracts are designed to hedge anticipated foreign currency transactions and changes in the value of specific assets and liabilities. At inception of the contract, the derivative is designated as either a freestanding derivative or a cash flow hedge. The primary currencies of the derivative instruments are the Euro and Japanese Yen. The Company does not enter into currency exchange rate derivative contracts for speculative purposes. The gross notional amount of all currency exchange rate derivative instruments outstanding was $10.8 billion at both April 28, 2017 and April 29, 2016.
The information that follows explains the various types of derivatives and financial instruments used by the Company, reasons the Company uses such instruments, and the impact such instruments have on the Company’s consolidated balance sheets, statements of income, and statements of cash flows.
Freestanding Derivative Contracts
Freestanding derivative contracts are used to offset the Company’s exposure to the change in value of specific foreign currency denominated assets and liabilities and to offset variability of cash flows associated with forecasted transactions denominated in other currencies. These derivatives are not designated as hedges, and therefore, changes in the value of these contracts are recognized in earnings, thereby offsetting the current earnings effect of the related change in value of foreign currency denominated assets, liabilities, and cash flows. The gross notional amount of these contracts outstanding at April 28, 2017 and April 29, 2016 was $4.9 billion and $5.0 billion, respectively.
The amounts and classification of the gains in the consolidated statements of income related to derivative instruments, not designated as hedging instruments, for fiscal years 2017, 2016, and 2015 are as follows:
| Fiscal Year | ||||||||||||||
| (in millions) | Classification | 2017 | 2016 | 2015 | ||||||||||
| Currency exchange rate contracts | Other expense, net | $ | 54 | $ | 33 | $ | 210 |
Cash Flow Hedges
Currency Exchange Rate Risk
Forward contracts designated as cash flow hedges are designed to hedge the variability of cash flows associated with forecasted transactions denominated in a foreign currency that will take place in the future. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive loss. The effective portion of the gain or loss on the derivative instrument is reclassified into earnings and is included in other expense, net or cost of products sold in the consolidated statements of income, depending on the underlying transaction that is being hedged, in the same period or periods during which the hedged transaction affects earnings.
No gains or losses relating to ineffectiveness of cash flow hedges were recognized in earnings during fiscal years 2017, 2016, or 2015. No components of the hedge contracts were excluded in the measurement of hedge ineffectiveness and no hedges were derecognized or discontinued during fiscal years 2017, 2016, or 2015. The gross notional amount of these contracts, designated as cash flow hedges, outstanding at April 28, 2017 and April 29, 2016 was $5.8 billion and $5.7 billion, respectively, and will mature within the subsequent three-year period.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
The amount of gross gains (losses), classification of the gains (losses) in the consolidated statements of income, and the accumulated other comprehensive (loss) income (AOCI) related to the effective portion of currency exchange rate contract derivative instruments designated as cash flow hedges for fiscal years 2017, 2016, and 2015 were as follows:
| Fiscal Year 2017 | ||||||||||
| Recognized in AOCI | Recognized in Income | |||||||||
| (in millions) | Amount | Classification | Amount | |||||||
| Currency exchange rate contracts | $ | 342 | Other expense, net | $ | 173 | |||||
| Total | $ | 342 | $ | 173 |
| Fiscal Year 2016 | ||||||||||
| Recognized in AOCI | Recognized in Income | |||||||||
| (in millions) | Amount | Classification | Amount | |||||||
| Currency exchange rate contracts | $ | (165 | ) | Other expense, net | $ | 405 | ||||
| Cost of products sold | (37 | ) | ||||||||
| Total | $ | (165 | ) | $ | 368 |
| Fiscal Year 2015 | ||||||||||
| Recognized in AOCI | Recognized in Income | |||||||||
| (in millions) | Amount | Classification | Amount | |||||||
| Currency exchange rate contracts | $ | 707 | Other expense, net | $ | 221 | |||||
| Cost of products sold | (65 | ) | ||||||||
| Total | $ | 707 | $ | 156 |
Forecasted Debt Issuance Interest Rate Risk
Forward starting interest rate derivative instruments designated as cash flow hedges are designed to manage the exposure to interest rate volatility with regard to future issuances of fixed-rate debt. The effective portion of the gains or losses on forward starting interest rate derivative instruments that are designated and qualify as cash flow hedges are reported as a component of accumulated other comprehensive loss. Beginning in the period in which the planned debt issuance occurs and the related derivative instruments are terminated, the effective portion of the gains or losses are then reclassified into interest expense, net over the term of the related debt. Any portion of the gains or losses that are determined to be ineffective are immediately recognized in interest expense, net.
No gains or losses relating to ineffectiveness of forward starting interest rate derivative instruments were recognized in interest expense, net during fiscal years 2017, 2016, or 2015. No components of the hedge contracts were excluded in the measurement of hedge ineffectiveness. At April 29, 2016, the Company had $300 million of fixed pay, forward starting interest rate swaps with a weighted average fixed rate of 3.10 percent in anticipation of planned debt issuances. During fiscal year 2017, in connection with the issuance of the 2017 Senior Notes, these swaps were terminated. Upon termination, there was no material ineffectiveness on the contracts which were in a net liability position, resulting in a cash payment of $27 million. During fiscal year 2016, the Company terminated forward starting interest rate derivatives with a consolidated notional amount of $500 million, which were previously entered into in advance of a planned debt issuance that was no longer expected. Upon termination, these swaps were in a net liability position, resulting in a cash payment of $45 million.
For fiscal years 2017 and 2016, the reclassification of the effective portion of the net losses on forward starting interest rate derivative instruments from accumulated other comprehensive loss to interest expense, net was not significant.
There were no unrealized gains or losses on outstanding forward starting interest rate swap derivative instruments at April 28, 2017, as compared to unrealized losses of $48 million at April 29, 2016. Unrealized losses on outstanding forward starting interest rate swap derivative instruments were recorded in other liabilities, with the offset recorded in accumulated other comprehensive loss in the consolidated balance sheets. For fiscal years 2017 and 2016, the Company recorded $363 million and $(164) million , respectively, of unrealized gains (losses) in accumulated other comprehensive loss.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
At April 28, 2017 and April 29, 2016, the Company had $37 million and $(90) million, respectively, in after-tax net unrealized gains (losses) associated with cash flow hedging instruments recorded in accumulated other comprehensive loss. The Company expects that $73 million of after-tax net unrealized gains at April 28, 2017 will be reclassified into the consolidated statements of earnings over the next 12 months.
Fair Value Hedges
Interest rate derivative instruments designated as fair value hedges are designed to manage the exposure to interest rate movements and to reduce borrowing costs by converting fixed-rate debt into floating-rate debt. Under these agreements, the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount.
Changes in the fair value of the derivative instrument are recognized in interest expense, net, and are offset by changes in the fair value of the underlying debt instrument. The gains (losses) from terminated interest rate swap agreements are recognized in long-term debt, increasing (decreasing) the outstanding balances of the debt, and amortized as a reduction of (addition to) interest expense, net over the remaining life of the related debt. The cash flows from the termination of the interest rate swap agreements are reported as operating activities in the consolidated statements of cash flows.
At April 28, 2017 and April 29, 2016, the Company had interest rate swaps in gross notional amounts of $1.2 billion designated as fair value hedges of underlying fixed-rate senior note obligations including the Company’s $500 million 4.125 percent 2011 Senior Notes due 2021 and the $675 million 3.125 percent 2012 Senior Notes due 2022.
At April 28, 2017 and April 29, 2016, the market value of outstanding interest rate swap agreements was an unrealized gain of $41 million and $89 million, respectively, and the market value of the hedged items was an unrealized loss of $41 million and $89 million, respectively, which was recorded in other assets with the offsets recorded in long-term debt on the consolidated balance sheets.
No significant hedge ineffectiveness was recorded as a result of these fair value hedges for fiscal years 2017, 2016, and 2015. In addition, the Company did not recognize any gains or losses during fiscal years 2017, 2016, or 2015 on firm commitments that no longer qualify as fair value hedges.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Balance Sheet Presentation
The following tables summarize the balance sheet classification and fair value of derivative instruments included in the consolidated balance sheets at April 28, 2017 and April 29, 2016. 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 and are further segregated by type of contract within those two categories.
| April 28, 2017 | |||||||||||
| Derivative Assets | Derivative Liabilities | ||||||||||
| (in millions) | Balance Sheet Classification | Fair Value | Balance Sheet Classification | Fair Value | |||||||
| Derivatives designated as hedging instruments | |||||||||||
| Currency exchange rate contracts | Prepaid expenses and other current assets | $ | 152 | Other accrued expenses | $ | 43 | |||||
| Interest rate contracts | Other assets | 41 | Other liabilities | — | |||||||
| Currency exchange rate contracts | Other assets | 48 | Other liabilities | 14 | |||||||
| Total derivatives designated as hedging instruments | $ | 241 | $ | 57 | |||||||
| Derivatives not designated as hedging instruments | |||||||||||
| Currency exchange rate contracts | Prepaid expenses and other current assets | $ | 16 | Other accrued expenses | $ | 36 | |||||
| Cross currency interest rate contracts | Other assets | 5 | Other liabilities | 11 | |||||||
| Total derivatives not designated as hedging instruments | $ | 21 | $ | 47 | |||||||
| Total derivatives | $ | 262 | $ | 104 | |||||||
| April 29, 2016 | |||||||||||
| Derivative Assets | Derivative Liabilities | ||||||||||
| (in millions) | Balance Sheet Classification | Fair Value | Balance Sheet Classification | Fair Value | |||||||
| Derivatives designated as hedging instruments | |||||||||||
| Currency exchange rate contracts | Prepaid expenses and other current assets | $ | 123 | Other accrued expenses | $ | 89 | |||||
| Interest rate contracts | Other assets | 89 | Other liabilities | 48 | |||||||
| Currency exchange rate contracts | Other assets | 9 | Other liabilities | 54 | |||||||
| Total derivatives designated as hedging instruments | $ | 221 | $ | 191 | |||||||
| Derivatives not designated as hedging instruments | |||||||||||
| Commodity derivatives | Prepaid expenses and other current assets | $ | — | Other accrued expenses | $ | 1 | |||||
| Currency exchange rate contracts | Prepaid expenses and other current assets | 13 | Other accrued expenses | 23 | |||||||
| Cross currency interest rate contracts | Other assets | 14 | Other liabilities | 4 | |||||||
| Total derivatives not designated as hedging instruments | $ | 27 | $ | 28 | |||||||
| Total derivatives | $ | 248 | $ | 219 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
The following table provides information by level for the derivative assets and liabilities that are measured at fair value on a recurring basis:
| April 28, 2017 | April 29, 2016 | ||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 1 | Level 2 | |||||||||||
| Derivative assets | $ | 216 | $ | 46 | $ | 145 | $ | 103 | |||||||
| Derivative liabilities | 93 | 11 | 166 | 53 |
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 following table provides 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.
| April 28, 2017 | ||||||||||||||||
| Gross Amount Not Offset on the Balance Sheet | ||||||||||||||||
| (in millions) | Gross Amount of Recognized Assets (Liabilities) | Financial Instruments | Collateral (Received) Posted | Net Amount | ||||||||||||
| Derivative assets: | ||||||||||||||||
| Currency exchange rate contracts | $ | 216 | $ | (58 | ) | $ | (55 | ) | $ | 103 | ||||||
| Interest rate contracts | 41 | (15 | ) | (5 | ) | 21 | ||||||||||
| Cross currency interest rate contracts | 5 | (2 | ) | — | 3 | |||||||||||
| $ | 262 | $ | (75 | ) | $ | (60 | ) | $ | 127 | |||||||
| Derivative liabilities: | ||||||||||||||||
| Currency exchange rate contracts | $ | (93 | ) | $ | 73 | $ | — | $ | (20 | ) | ||||||
| Cross currency interest rate contracts | (11 | ) | 2 | — | (9 | ) | ||||||||||
| (104 | ) | 75 | — | (29 | ) | |||||||||||
| Total | $ | 158 | $ | — | $ | (60 | ) | $ | 98 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
| April 29, 2016 | ||||||||||||||||
| Gross Amount Not Offset on the Balance Sheet | ||||||||||||||||
| (in millions) | Gross Amount of Recognized Assets (Liabilities) | Financial Instruments | Collateral (Received) Posted | Net Amount | ||||||||||||
| Derivative assets: | ||||||||||||||||
| Currency exchange rate contracts | $ | 145 | $ | (98 | ) | $ | (1 | ) | $ | 46 | ||||||
| Interest rate contracts | 89 | (20 | ) | — | 69 | |||||||||||
| Cross currency interest rate contracts | 14 | — | — | 14 | ||||||||||||
| $ | 248 | $ | (118 | ) | $ | (1 | ) | $ | 129 | |||||||
| Derivative liabilities: | ||||||||||||||||
| Currency exchange rate contracts | $ | (166 | ) | $ | 85 | $ | 26 | $ | (55 | ) | ||||||
| Interest rate contracts | (48 | ) | 34 | — | (14 | ) | ||||||||||
| Cross currency interest rate contracts | (4 | ) | — | — | (4 | ) | ||||||||||
| Commodity contracts | (1 | ) | — | — | (1 | ) | ||||||||||
| (219 | ) | 119 | 26 | (74 | ) | |||||||||||
| Total | $ | 29 | $ | 1 | $ | 25 | $ | 55 |
Concentrations of Credit Risk
Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of interest-bearing investments, forward exchange derivative contracts, and trade accounts receivable. Global concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers and their dispersion across many geographic areas. The Company monitors the creditworthiness of its customers to which it grants credit terms in the normal course of business.
The Company maintains cash and cash equivalents, investments, and certain other financial instruments (including currency exchange rate and interest rate derivative contracts) with various major financial institutions. The Company performs periodic evaluations of the relative credit standings of these financial institutions and limits the amount of credit exposure with any one institution. In addition, the Company has collateral credit agreements with its primary derivatives counterparties. Under these agreements, either party is required to post eligible collateral when the market value of transactions covered by the agreement exceeds specific thresholds, thus limiting credit exposure for both parties. At April 28, 2017, the Company received net cash collateral of $60 million from its counterparties. At April 29, 2016, the Company posted net cash collateral of $25 million to its counterparties. The collateral received was recorded in cash and cash equivalents, with the offset recorded as an increase in other accrued expenses on the consolidated balance sheets. The collateral posted was recorded in prepaid expenses and other current assets, with the offset recorded as a decrease in cash and cash equivalents on the consolidated balance sheets.
- Inventories
Inventory balances, net of reserves, were as follows:
| (in millions) | April 28, 2017 | April 29, 2016 | |||||
| Finished goods | $ | 2,211 | $ | 2,242 | |||
| Work in-process | 458 | 499 | |||||
| Raw materials | 669 | 732 | |||||
| Total | $ | 3,338 | $ | 3,473 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
- Property, Plant, and Equipment
Property, plant, and equipment balances and corresponding estimated useful lives were as follows:
| (in millions) | April 28, 2017 | April 29, 2016 | Estimated Useful Lives (in years) | |||||||
| Land and land improvements | $ | 186 | $ | 215 | Up to 20 | |||||
| Buildings and leasehold improvements | 2,175 | 2,394 | Up to 40 | |||||||
| Equipment | 6,435 | 6,328 | Generally 3-7, up to 15 | |||||||
| Construction in progress | 895 | 777 | — | |||||||
| Subtotal | 9,691 | 9,714 | ||||||||
| Less: Accumulated depreciation | (5,330 | ) | (4,873 | ) | ||||||
| Property, plant, and equipment, net | $ | 4,361 | $ | 4,841 |
Depreciation is recognized using the straight-line method over the estimated useful lives of the assets. Depreciation expense of $937 million, $889 million, and $573 million was recognized in fiscal years 2017, 2016, and 2015, respectively. Upon retirement or disposal of property, plant, and equipment, the costs and related amounts of accumulated depreciation or amortization are eliminated from the asset and accumulated depreciation accounts. The difference, if any, between the net asset value and the proceeds, is recognized in earnings.
- Warranty Obligations
The following table presents the changes in the Company’s product warranty obligations:
| (in millions) | Warranty Obligation | |||
| April 24, 2015 | $ | 135 | ||
| Warranty claims provision | 64 | |||
| Settlements | (91 | ) | ||
| April 29, 2016 | $ | 108 | ||
| Warranty claims provision | 61 | |||
| Settlements | (68 | ) | ||
| April 28, 2017 | $ | 101 |
- Shareholders’ Equity
Share Capital
Medtronic plc is authorized to issue 2.6 billion Ordinary Shares, $0.0001 par value; 40 thousand Euro Deferred Shares, €1.00 par value; 127.5 million Preferred Shares, $0.20 par value; and 500 thousand A Preferred Shares, $1.00 par value.
Euro Deferred Shares
The authorized share capital of the Company includes 40 thousand Euro Deferred Shares, with a par value of €1.00 per share. As of April 28, 2017, no Euro Deferred Shares were issued or outstanding.
Preferred Shares
The authorized share capital of the Company includes 127.5 million of Preferred Shares, with a par value of $0.20 per share. As of April 28, 2017, no Preferred Shares were issued or outstanding.
A Preferred Shares
The Company issued 624 A Preferred Shares, par value $1.00, each to three of its advisors in connection with the transaction agreement associated with the Covidien acquisition dated June 15, 2014, for a total of 1,872 A Preferred Shares outstanding with an aggregate consideration of $75 thousand. The holders of A Preferred Shares are entitled to payment of dividends prior to any other class of shares in the Company equal to twice the dividend to be paid per Company ordinary share. On a return of assets,
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
whether on liquidation or otherwise, the A Preferred Shares are entitled to repayment of the capital paid up thereon in priority to any repayment of capital to the holders of any other shares and the holders of the A Preferred Shares shall not be entitled to any further participation in the assets or profits of the Company. The holders of the A Preferred Shares are not entitled to receive notice of, nor to attend, speak, or vote at any general meeting of the Company.
Dividends
The timing, declaration and payment of future dividends to holders of our ordinary and A Preferred shares falls within the discretion of the Company's Board of Directors and depends upon many factors, including the statutory requirements of Irish law, the Company's earnings and financial condition, the capital requirements of our businesses, industry practice and any other factors the Board of Directors deems relevant.
Ordinary Share Repurchase Program
Shares are repurchased from time to time to support the Company’s stock-based compensation programs and to return capital to shareholders. During fiscal years 2017 and 2016, the Company repurchased approximately 43 million and 38 million shares, respectively, at an average price of $83.03 and $74.92, respectively. In June 2015, the Company's Board of Directors authorized, subject to the ongoing existence of sufficient distributable reserves, the redemption of 80 million of the Company's ordinary shares. As of April 28, 2017, the Company had used 51 million of the 80 million shares authorized under the repurchase program, leaving approximately 29 million shares available for future repurchases. In June 2017, the Company’s Board of Directors replaced the existing June 2015 authorization to redeem up to an aggregate number of ordinary shares with an authorization to expend up to an aggregate amount of $5 billion beginning June 26, 2017 to redeem the Company’s ordinary shares. The Company accounts for repurchases of ordinary shares using the par value method and shares repurchased are canceled.
- Stock Purchase and Award Plans
The Medtronic, Inc. 2013 Stock Award and Incentive Plan was originally approved by the Company's shareholders in August 2013. In January 2015, the Company's Board of Directors approved an amendment to and assumption of the existing Medtronic, Inc. 2013 Stock Award and Incentive Plan, which created the new Medtronic plc 2013 Stock Award and Incentive Plan (2013 Plan). In fiscal year 2017, the Company granted stock awards under the 2013 Plan. The 2013 Plan provides for the grant of non-qualified and incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other stock and cash-based awards. At April 28, 2017, there were approximately 21 million shares available for future grants under the 2013 Plan.
Share Options Options are granted at the exercise price, which is equal to the closing price of the Company’s ordinary share on the grant date. The majority of the Company’s options are non-qualified options with a 10-year life and a 4-year ratable vesting term. In fiscal year 2017, the Company granted share options under the 2013 Plan. The Company also grants shares of performance-based share options that typically cliff vest after three years only if the Company has also achieved certain performance objectives. Performance awards are expensed over the performance period based on the probability of achieving the performance objectives.
Restricted Stock Restricted stock awards and restricted stock units (collectively referred to as restricted stock) are granted to officers and key employees. At April 28, 2017, the Company does not have any outstanding restricted stock awards. The Company grants restricted stock units that typically cliff vest after four years. The expense recognized for restricted stock units is equal to the grant date fair value, which is equal to the closing stock price on the date of grant. Restricted stock units are expensed over the vesting period and are subject to forfeiture if employment terminates prior to the lapse of the restrictions. The Company also grants shares of performance-based restricted stock units that typically cliff vest after three years only if the Company has also achieved certain performance objectives. Performance awards are expensed over the performance period based on the probability of achieving the performance objectives.
Restricted stock units are not considered issued or outstanding ordinary shares of the Company. Dividend equivalent units are accumulated on restricted stock units during the vesting period. In fiscal year 2017, the Company granted restricted stock units under the 2013 Plan. At April 28, 2017, all restricted stock outstanding were restricted stock units.
Employees Stock Purchase Plan The Medtronic plc Amended and Restated 2014 Employees Stock Purchase Plan (ESPP) allows participating employees to purchase the Company's ordinary shares at a discount through payroll deductions. The expense recognized for shares purchased under the Company’s ESPP is equal to the 15 percent discount the employee receives at the end of the calendar quarter purchase period.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Employees may contribute between 2 percent and 10 percent of their wages or the statutory limit under the U.S. Internal Revenue Code toward the purchase of newly issued ordinary shares of the Company at 85 percent of its market value at the end of the calendar quarter purchase period. Employees purchased 2 million shares at an average price of $68.68 per share in fiscal year 2017. At April 28, 2017, plan participants had approximately $11 million withheld to purchase the Company's ordinary shares at 85 percent of its market value on June 30, 2017, the last trading day before the end of the calendar quarter purchase period. At April 28, 2017, approximately 18 million ordinary shares were available for future purchase under the ESPP.
Stock Option Valuation Assumptions The Company uses the Black-Scholes option pricing model (Black-Scholes model) to determine the fair value of stock options at the grant date. The fair value of stock options under the Black-Scholes model requires management to make assumptions regarding projected employee stock option exercise behaviors, risk-free interest rates, volatility of the Company’s stock price, and expected dividends.
The following table provides the weighted average fair value of options granted to employees and the related assumptions used in the Black-Scholes model:
| Fiscal Year | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Weighted average fair value of options granted | $ | 14.70 | $ | 13.72 | $ | 25.39 | |||||
| Assumptions used: | |||||||||||
| Expected life (years)(1) | 6.18 | 5.94 | 4.24 | ||||||||
| Risk-free interest rate(2) | 1.26 | % | 1.79 | % | 0.99 | % | |||||
| Volatility(3) | 21.07 | % | 21.00 | % | 21.29 | % | |||||
| Dividend yield(4) | 1.97 | % | 1.96 | % | 1.66 | % |
| (1) | Expected life: The Company analyzes historical employee stock option exercise and termination data to estimate the expected life assumption. The Company calculates the expected life assumption using the midpoint scenario, which combines historical exercise data with hypothetical exercise data, as the Company believes this data currently represents the best estimate of the expected life of a new employee option. |
| (2) | Risk-free interest rate: The rate is based on the grant date yield of a zero-coupon U.S. Treasury bond whose maturity period equals the expected term of the option. |
| (3) | Volatility: Expected volatility is based on a blend of historical volatility and an implied volatility of the Company’s ordinary shares. Implied volatility is based on market traded options of the Company’s ordinary shares. |
| (4) | Dividend yield: The dividend yield rate is calculated by dividing the Company’s annual dividend, based on the most recent quarterly dividend rate, by the closing stock price on the grant date. |
Stock-Based Compensation Expense Pursuant to the transaction agreement associated with the Covidien acquisition dated June 15, 2014, outstanding stock option awards held by Covidien employees upon transaction close were converted into options to acquire the Company's ordinary shares in a manner designed to preserve the intrinsic value of such awards. In addition, unvested restricted stock units granted on or after June 15, 2014 which were held by Covidien employees upon close of the Covidien acquisition were converted into restricted stock units of the Company in a manner designed to preserve the intrinsic value of such awards. The modifications made to the restricted stock units granted on or after June 15, 2014 and all outstanding share options pursuant to the transaction agreement that converted such awards constituted modifications under the authoritative guidance for accounting for stock compensation. This guidance requires the Company to revalue the award upon the transaction close and allocate the revised fair value between consideration paid and continuing expense based on the ratio of service performed through the transaction date over the total service period of the award. The revised fair value allocated to post-combination services resulted in incremental expense which is recognized over the remaining service period of the award. The Company recognized $23 million and $58 million of incremental expense related to these modifications during fiscal year 2017 and 2016, respectively, within acquisition-related items in the consolidated statements of income. Except for the conversion of share options and restricted stock units discussed herein, the material terms of these awards remained unchanged.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
The following table presents the components and classification of stock-based compensation expense for stock options, restricted stock, and ESPP shares recognized for fiscal years 2017, 2016, and 2015:
| Fiscal Year | |||||||||||
| (in millions) | 2017 | 2016 | 2015 | ||||||||
| Stock options | $ | 157 | $ | 206 | $ | 140 | |||||
| Restricted stock | 169 | 148 | 284 | ||||||||
| Employees stock purchase plan | 22 | 21 | 15 | ||||||||
| Total stock-based compensation expense | $ | 348 | $ | 375 | $ | 439 | |||||
| Cost of products sold | $ | 49 | $ | 50 | $ | 23 | |||||
| Research and development expense | 41 | 37 | 29 | ||||||||
| Selling, general, and administrative expense | 233 | 212 | 128 | ||||||||
| Restructuring charges | 2 | 18 | 70 | ||||||||
| Acquisition-related items | 23 | 58 | 189 | ||||||||
| Total stock-based compensation expense | 348 | 375 | 439 | ||||||||
| Income tax benefits | (98 | ) | (108 | ) | (138 | ) | |||||
| Total stock-based compensation expense, net of tax | $ | 250 | $ | 267 | $ | 301 |
Stock Options The following table summarizes all stock option activity, including activity from options assumed or issued as a result of acquisitions, during fiscal year 2017:
| Options (in thousands) | Wtd. Avg. Exercise Price | Wtd. Avg. Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in millions) | |||||||||
| Outstanding at April 29, 2016 | 52,970 | $ | 57.09 | |||||||||
| Granted | 4,061 | 87.35 | ||||||||||
| Exercised | (9,488 | ) | 40.56 | |||||||||
| Expired/Forfeited | (2,349 | ) | 73.90 | |||||||||
| Outstanding at April 28, 2017 | 45,194 | 62.41 | 6.30 | $ | 952 | |||||||
| Vested and expected to vest at April 28, 2017 | 22,929 | 75.32 | 7.89 | 194 | ||||||||
| Exercisable at April 28, 2017 | 19,138 | 44.71 | 4.14 | 735 |
The following table summarizes the total cash received from the issuance of new shares upon stock option award exercises, the total intrinsic value of options exercised and the related tax benefit during fiscal years 2017, 2016, and 2015:
| Fiscal Year | |||||||||||
| (in millions) | 2017 | 2016 | 2015 | ||||||||
| Cash proceeds from options exercised | $ | 367 | $ | 452 | $ | 609 | |||||
| Intrinsic value of options exercised | 403 | 374 | 329 | ||||||||
| Tax benefit related to options exercised | 140 | 131 | 106 |
Unrecognized compensation expense related to outstanding stock options at April 28, 2017 was $178 million and is expected to be recognized over a weighted average period of 1.6 years.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Restricted Stock The following table summarizes restricted stock activity, including activity from restricted stock assumed or issued as a result of acquisitions, during fiscal year 2017:
| Awards (in thousands) | Wtd. Avg. Grant Price | |||||
| Nonvested at April 29, 2016 | 8,820 | $ | 64.33 | |||
| Granted | 3,198 | 85.07 | ||||
| Vested | (2,727 | ) | 48.17 | |||
| Forfeited | (503 | ) | 71.32 | |||
| Nonvested at April 28, 2017 | 8,788 | $ | 76.49 |
The following table summarizes the weighted-average grant date fair value of restricted stock granted, total fair value of restricted stock vested and related tax benefit during fiscal years 2017, 2016, and 2015:
| Fiscal Year | |||||||||||
| (in millions, except per share data) | 2017 | 2016 | 2015 | ||||||||
| Weighted-average grant-date fair value per restricted stock | $ | 85.07 | $ | 77.68 | $ | 69.30 | |||||
| Fair value of restricted stock vested | 131 | 276 | 174 | ||||||||
| Tax benefit related to restricted stock vested | 76 | 76 | 50 |
Unrecognized compensation expense related to restricted stock as of April 28, 2017 was $334 million and is expected to be recognized over a weighted average period of 2.5 years.
- Income Taxes
The provision for income taxes is based on income before income taxes reported for financial statement purposes. The components of income before provision for income taxes, based on tax jurisdiction, are as follows:
| Fiscal Year | |||||||||||
| (in millions) | 2017 | 2016 | 2015 | ||||||||
| U.S. | $ | (234 | ) | $ | 333 | $ | 639 | ||||
| International | 4,836 | 4,003 | 2,847 | ||||||||
| Income before provision for income taxes | $ | 4,602 | $ | 4,336 | $ | 3,486 |
The provision for income taxes consists of the following:
| Fiscal Year | |||||||||||
| (in millions) | 2017 | 2016 | 2015 | ||||||||
| Current tax expense: | |||||||||||
| U.S. | $ | 614 | $ | 440 | $ | 1,128 | |||||
| International | 840 | 835 | 502 | ||||||||
| Total current tax expense | 1,454 | 1,275 | 1,630 | ||||||||
| Deferred tax (benefit) expense: | |||||||||||
| U.S. | (399 | ) | (67 | ) | (705 | ) | |||||
| International | (477 | ) | (410 | ) | (114 | ) | |||||
| Net deferred tax benefit | (876 | ) | (477 | ) | (819 | ) | |||||
| Total provision for income taxes | $ | 578 | $ | 798 | $ | 811 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Deferred taxes arise because of the different treatment of transactions under U.S. GAAP and income tax accounting, known as temporary differences. The Company records the tax effect of these temporary differences as deferred tax assets and deferred tax liabilities. Deferred tax assets generally represent items that may be used as a tax deduction or credit in a tax return in future years for which the Company has already recorded the tax benefit in the consolidated statements of income. The Company establishes valuation allowances for deferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit. Deferred tax liabilities generally represent tax expense recognized in the consolidated financial statements for which payment has been deferred or expense has already been taken as a deduction on the Company’s tax return but has not yet been recognized as an expense in the consolidated statements of income. Tax assets (liabilities), shown before jurisdictional netting of deferred tax assets (liabilities), are comprised of the following:
| (in millions) | April 28, 2017 | April 29, 2016 | |||||
| Deferred tax assets: | |||||||
| Net operating loss, capital loss, and credit carryforwards | $ | 6,800 | $ | 7,568 | |||
| Other accrued liabilities | 658 | 619 | |||||
| Accrued compensation | 427 | 358 | |||||
| Pension and post-retirement benefits | 456 | 530 | |||||
| Stock-based compensation | 278 | 316 | |||||
| Other | 308 | 341 | |||||
| Inventory | 277 | 225 | |||||
| Federal and state benefit on uncertain tax positions | 191 | 308 | |||||
| Unrealized loss on available-for-sale securities and derivative financial instruments | — | 107 | |||||
| Gross deferred tax assets | 9,395 | 10,372 | |||||
| Valuation allowance | (6,311 | ) | (7,032 | ) | |||
| Total deferred tax assets | 3,084 | 3,340 | |||||
| Deferred tax liabilities: | |||||||
| Intangible assets | (4,943 | ) | (5,173 | ) | |||
| Basis impairment | — | (230 | ) | ||||
| Realized loss on derivative financial instruments | (112 | ) | (112 | ) | |||
| Other | (74 | ) | (179 | ) | |||
| Accumulated depreciation | (149 | ) | (189 | ) | |||
| Unrealized gain on available-for-sale securities and derivative financial instruments | (18 | ) | — | ||||
| Outside basis difference of subsidiaries | (112 | ) | — | ||||
| Total deferred tax liabilities | (5,408 | ) | (5,883 | ) | |||
| Prepaid income taxes | 475 | 365 | |||||
| Income tax receivables | 218 | 529 | |||||
| Tax liabilities, net | $ | (1,631 | ) | $ | (1,649 | ) | |
| Reported as (after valuation allowance and jurisdictional netting): | |||||||
| Prepaid expenses and other current assets | $ | 545 | $ | 697 | |||
| Tax assets | 1,509 | 1,383 | |||||
| Deferred tax liabilities | (2,978 | ) | (3,729 | ) | |||
| Noncurrent liabilities held for sale | (707 | ) | — | ||||
| Tax liabilities, net | $ | (1,631 | ) | $ | (1,649 | ) |
At April 28, 2017, the Company had approximately $24.9 billion of net operating loss carryforwards in certain non-U.S. jurisdictions, of which $22.0 billion have no expiration, and the remaining $2.9 billion will expire during fiscal 2018 through 2037. Included in these net operating loss carryforwards are $17.6 billion of net operating losses related to a subsidiary of the Company, substantially all of which were recorded in fiscal 2008 as a result of the receipt of a favorable tax ruling from certain non-U.S. taxing authorities. The Company has recorded a full valuation allowance against these net operating losses, as management does
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
not believe that it is more likely than not that these net operating losses will be utilized. Certain of the remaining non-U.S. net operating loss carryforwards of $7.3 billion have a valuation allowance recorded against the carryforwards, as management does not believe that it is more likely than not that these net operating losses will be utilized.
At April 28, 2017, the Company had $1.0 billion of U.S. federal net operating loss carryforwards, which will expire during fiscal year 2018 through fiscal year 2036. For U.S. state purposes, the Company had $690 million of net operating loss carryforwards at April 28, 2017, which will expire during fiscal year 2018 through fiscal year 2037.
At April 28, 2017, the Company also had $392 million of tax credits available to reduce future income taxes payable, of which $75 million have no expiration, and the remaining credits expire during fiscal year 2018 through fiscal year 2037.
The Company has established valuation allowances of $6.3 billion and $7.0 billion at April 28, 2017 and April 29, 2016, respectively, primarily related to the uncertainty of the utilization of certain deferred tax assets and primarily comprised of tax loss and credit carryforwards in various jurisdictions. The decrease in the valuation allowance during fiscal year 2017 is primarily driven by carryover attribute utilization and expiration, as well as the effects of currency fluctuations. These valuation allowances would result in a reduction to the provision for income taxes in the consolidated statements of income if they are ultimately not required.
At April 28, 2017, the Company had certain potential non-U.S. tax attributes that had not been recorded in the consolidated financial statements, including $12.0 billion of non-U.S. special deductions with an indefinite carryforward period. The Company has treated these amounts as special deductions for financial statement purposes since utilization is contingent upon the annual performance of certain economic factors. The Company expects to recognize a small portion of the special deduction annually based on meeting the defined economic factors. The Company continues to analyze whether the utilization of such benefits may be accelerated.
The Company’s effective income tax rate from continuing operations varied from the U.S. federal statutory tax rate as follows:
| Fiscal Year | ||||||||
| 2017 | 2016 | 2015 | ||||||
| U.S. federal statutory tax rate | 35.0 | % | 35.0 | % | 35.0 | % | ||
| Increase (decrease) in tax rate resulting from: | ||||||||
| U.S. state taxes, net of federal tax benefit | 1.0 | 0.9 | 0.8 | |||||
| Research and development credit | (0.9 | ) | (1.2 | ) | (0.7 | ) | ||
| Domestic production activities | (0.4 | ) | (0.3 | ) | (0.4 | ) | ||
| International | (27.1 | ) | (23.4 | ) | (24.3 | ) | ||
| Puerto Rico Excise Tax | (1.5 | ) | (1.6 | ) | (1.7 | ) | ||
| Impact of adjustments(1) | 5.7 | 11.4 | 13.3 | |||||
| Valuation allowance release | (1.0 | ) | (0.9 | ) | — | |||
| Other, net | 1.8 | (1.5 | ) | 1.3 | ||||
| Effective tax rate | 12.6 | % | 18.4 | % | 23.3 | % |
| (1) | Adjustments include the impact of inventory step-up, impact of product technology upgrade commitment, special charge (gain), net, restructuring charges, net, certain litigation charges, acquisition-related items, amortization of intangible assets, loss on previously held forward starting interest rate swaps, debt tender premium, impact of acquisition on interest expense, and certain tax adjustments, net. |
During fiscal year 2017, the Company recognized certain tax adjustments of $202 million, including the following:
| • | A charge of $404 million associated with the IRS resolution for the Ardian, CoreValve, Inc., Ablation Frontiers, Inc., PEAK Surgical, Inc. and Salient Surgical Technologies, Inc. acquisition-related issues and the allocation of income between Medtronic, Inc. and its wholly owned subsidiary operating in Puerto Rico for certain businesses. This resolution does not include the businesses that are the subject of the Medtronic, Inc. U.S. Tax Court case for fiscal years 2005 and 2006. |
| • | A net charge of $125 million associated with the expected divestiture of a portion of our Patient Monitoring & Recovery division to Cardinal Health. The net charge primarily relates to the tax effect from the recognition of the outside basis difference of certain subsidiaries, which are included in the expected divestiture. |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
| • | A charge of $86 million associated with the IRS’s disallowance of the utilization of certain net operating losses, along with the recognition of a valuation allowance against the net operating loss deferred tax asset, which were recognized during the year. |
| • | A charge of $18 million as a result of the redemption of an intercompany minority interest during the year. |
| • | A benefit of $431 million as the result of the resolution of Covidien's previously disclosed Tyco International plc intercompany debt issues with the U.S. Tax Court and the Appeals Division of the IRS. |
The $202 million of net certain tax adjustments were recognized in provision for income taxes in the consolidated statements of income for fiscal year 2017.
During fiscal year 2016 the Company recognized certain tax adjustments of $417 million, which included the following:
| • | A charge of $442 million primarily related to the U.S. income tax expense resulting from the Company's completion of an internal reorganization of the ownership of certain legacy Covidien businesses that reduced the cash and investments held by its U.S.-controlled non-U.S. subsidiaries (the Internal Reorganization). As a result of the Internal Reorganization, approximately $9.7 billion of cash, cash equivalents and investments in marketable debt and equity securities previously held by U.S.-controlled non-U.S. subsidiaries became available for general corporate purposes. |
| • | A $25 million tax benefit associated with the disposition of a wholly owned U.S. subsidiary. |
The $417 million of net certain tax adjustments were recorded in the provision for income taxes in the consolidated statements of income for fiscal year 2016.
During fiscal year 2015, the Company recognized certain tax adjustments of $349 million, which included the following:
| • | A charge of $329 million related to the resolution of the Kyphon Inc. (Kyphon) acquisition-related issues with the U.S. Internal Revenue Service (IRS). |
| • | A charge of $20 million related to a taxable gain associated with the Covidien acquisition. |
The $349 million of certain tax adjustments were recognized in provision for income taxes in the consolidated statements of income for fiscal year 2015.
No deferred taxes have been provided for any portion of the approximately $31.8 billion and $29.0 billion of undistributed earnings of the Company’s subsidiaries at April 28, 2017 and April 29, 2016, respectively, since these earnings have been, and under current plans will continue to be, permanently reinvested in these subsidiaries. During fiscal year 2017, the Company removed its permanently reinvested assertion on $200 million of undistributed earnings of certain subsidiaries in anticipation of the divestiture of a portion of its Patient Monitoring & Recovery division to Cardinal Health. Due to the number of legal entities and jurisdictions involved and the complexity of the legal entity structure of the Company, the complexity of the tax laws in the relevant jurisdictions, including, but not limited to the rules pertaining to the utilization of foreign tax credits in the United States and the impact of projections of income for future years to any calculations, the Company believes it is not practicable to estimate, within any reasonable range, the amount of additional taxes which may be payable upon distribution of these undistributed earnings.
Currently, the Company’s operations in Puerto Rico, Switzerland, Singapore, Dominican Republic, Costa Rica, and Israel have various tax incentive grants. The tax reductions as compared to the local statutory rate favorably impacted earnings by $475 million, $474 million, and $414 million in fiscal years 2017, 2016, and 2015, respectively, and earnings per diluted share by $0.34, $0.33, and $0.37 in fiscal years 2017, 2016, and 2015, respectively. Unless these grants are extended, they will expire between fiscal years 2018 and 2029. The Company’s historical practice has been to renew, extend, or obtain new tax incentive grants upon expiration of existing tax incentive grants. If the Company is not able to renew, extend, or obtain new tax incentive grants, the expiration of existing tax incentive grants could have a material impact on the Company’s financial results in future periods.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
The Company had $1.9 billion, $2.7 billion, and $2.9 billion of gross unrecognized tax benefits at April 28, 2017, April 29, 2016, and April 24, 2015, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits for fiscal years 2017, 2016, and 2015 is as follows:
| Fiscal Year | |||||||||||
| (in millions) | 2017 | 2016 | 2015 | ||||||||
| Gross unrecognized tax benefits at beginning of fiscal year | $ | 2,703 | $ | 2,860 | $ | 1,172 | |||||
| Gross increases: | |||||||||||
| Prior year tax positions | 147 | 36 | 331 | ||||||||
| Current year tax positions | 75 | 202 | 231 | ||||||||
| Acquisitions | 4 | — | 1,199 | ||||||||
| Gross decreases: | |||||||||||
| Prior year tax positions | (538 | ) | (116 | ) | (40 | ) | |||||
| Settlements | (467 | ) | (275 | ) | (33 | ) | |||||
| Statute of limitation lapses | (28 | ) | (4 | ) | — | ||||||
| Gross unrecognized tax benefits at end of fiscal year | 1,896 | 2,703 | 2,860 | ||||||||
| Cash advance paid in connection with proposed settlements | — | (384 | ) | (378 | ) | ||||||
| Gross unrecognized tax benefits at end of fiscal year, net of cash advance | $ | 1,896 | $ | 2,319 | $ | 2,482 |
If all of the Company’s unrecognized tax benefits at April 28, 2017, April 29, 2016, and April 24, 2015 were recognized, $1.8 billion, $2.1 billion, and $2.2 billion would impact the Company’s effective tax rate, respectively. Although the Company believes that it has adequately provided for liabilities resulting from tax assessments by taxing authorities, positions taken by these tax authorities could have a material impact on the Company’s effective tax rate in future periods. The Company has recorded gross unrecognized tax benefits of $1.9 billion as a long-term liability. The Company estimates that within the next 12 months, it is reasonably possible that its uncertain tax positions, excluding interest, could decrease by as much as $225 million, net as a result of the resolution of tax matters with the IRS and other taxing authorities as well as statute of limitation lapses.
The Company recognizes interest and penalties related to income tax matters in provision for income taxes in the consolidated statements of income and records the liability in the current or long-term accrued income taxes in the consolidated balance sheets, as appropriate. The Company had $360 million, $609 million, and $656 million of accrued gross interest and penalties at April 28, 2017, April 29, 2016, and April 24, 2015, respectively. During the fiscal years ended April 28, 2017, April 29, 2016, and April 24, 2015, the Company recognized gross interest (income) expense of approximately $(208) million, $80 million, and $142 million, respectively, in provision for income taxes in the consolidated statements of income.
The Company’s reserves for uncertain tax positions relate to unresolved matters with the IRS and other taxing authorities. These reserves are subject to a high degree of estimation and management judgment. Resolution of these significant unresolved matters, or positions taken by the IRS or other tax authorities during future tax audits, could have a material impact on the Company’s financial results in future periods. The Company continues to believe that its reserves for uncertain tax positions are appropriate and that it has meritorious defenses for its tax filings and will vigorously defend them during the audit process, appellate process, and through litigation in courts, as necessary.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
The major tax jurisdictions where the Company conducts business which remain subject to examination are as follows:
| Jurisdiction | Earliest Year Open | |
| United States - federal and state | 1997 | |
| Brazil | 2012 | |
| Canada | 2008 | |
| China | 2009 | |
| Costa Rica | 2013 | |
| Dominican Republic | 2013 | |
| France | 2011 | |
| Germany | 2010 | |
| India | 2001 | |
| Ireland | 2011 | |
| Israel | 2010 | |
| Italy | 2005 | |
| Japan | 2010 | |
| Luxembourg | 2012 | |
| Mexico | 2005 | |
| Puerto Rico | 2009 | |
| Singapore | 2011 | |
| Switzerland | 2011 | |
| United Kingdom | 2014 |
See Note 20 for additional information regarding the status of current tax audits and proceedings.
- Earnings Per Share
Earnings per share is calculated using the two-class method, as the Company's A Preferred Shares are considered participating securities. Accordingly, earnings are allocated to both ordinary shares and participating securities in determining earnings per ordinary share. Due to the limited number of A Preferred Shares outstanding, this allocation had no effect on the ordinary earnings per share; therefore, it is not presented below. 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 from the proceeds from issuance of the potentially dilutive ordinary shares. Potentially dilutive ordinary shares include stock options and other stock-based awards granted under the stock-based compensation plans and shares committed to be purchased under the employee stock purchase plan.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
The table below sets forth the computation of basic and diluted earnings per share:
| Fiscal Year | |||||||||||
| (in millions, except per share data) | 2017 | 2016 | 2015 | ||||||||
| Numerator: | |||||||||||
| Net income attributable to ordinary shareholders | $ | 4,028 | $ | 3,538 | $ | 2,675 | |||||
| Denominator: | |||||||||||
| Basic – weighted average shares outstanding | 1,378.9 | 1,409.6 | 1,095.5 | ||||||||
| Effect of dilutive securities: | |||||||||||
| Employee stock options | 9.0 | 12.2 | 9.1 | ||||||||
| Employee restricted stock units | 3.4 | 4.0 | 4.3 | ||||||||
| Other | 0.1 | 0.1 | 0.1 | ||||||||
| Diluted – weighted average shares outstanding | 1,391.4 | 1,425.9 | 1,109.0 | ||||||||
| Basic earnings per share | $ | 2.92 | $ | 2.51 | $ | 2.44 | |||||
| Diluted earnings per share | $ | 2.89 | $ | 2.48 | $ | 2.41 |
The calculation of weighted average diluted shares outstanding excludes options to purchase approximately 7 million, 4 million, and 2 million ordinary shares in fiscal years 2017, 2016, and 2015, respectively, because their effect would be anti-dilutive on the Company’s earnings per share.
- Retirement Benefit Plans
The Company sponsors various retirement benefit plans, including defined benefit pension plans (pension benefits), post-retirement medical plans (post-retirement benefits), defined contribution savings plans, and termination indemnity plans, covering substantially all U.S. employees and many employees outside the U.S. The expense related to these plans was $602 million, $584 million, and $433 million in fiscal years 2017, 2016, and 2015, respectively.
In the U.S., the Company maintains a qualified pension plan designed to provide guaranteed minimum retirement benefits to all eligible U.S. employees. Pension coverage for non-U.S. employees is provided, to the extent deemed appropriate, through separate plans. In addition, U.S. and Puerto Rico employees are also eligible to receive specified Company-paid health care and life insurance benefits through the Company’s post-retirement benefits. In addition to the benefits provided under the qualified pension plan, retirement benefits associated with wages in excess of the IRS allowable limits are provided to certain employees under a non-qualified plan.
At April 28, 2017 and April 29, 2016, the net underfunded status of the Company’s benefit plans was $1.3 billion and $1.4 billion, respectively. The $1.3 billion underfunded status at April 28, 2017 included $12 million of liabilities classified as held for sale. The liabilities classified as held for sale consisted of $9 million related to pension benefits and $3 million related to post-retirement benefits.
During fiscal year 2017, the Company offered certain eligible U.S. employees voluntary early retirement packages. The acceptance of this offer by eligible U.S. employees caused incremental expenses of $73 million to be recognized during fiscal year 2017. Of this amount, $60 million related to U.S. pension benefits, $7 million related to U.S. post-retirement benefits, $4 million related to defined contribution plans, and $2 million related to cash payments and administrative fees.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Defined Benefit Pension Plans The change in benefit obligation and funded status of the Company’s U.S. and Non-U.S. pension benefits are as follows:
| U.S. Pension Benefits | Non-U.S. Pension Benefits | ||||||||||||||
| Fiscal Year | Fiscal Year | ||||||||||||||
| (in millions) | 2017 | 2016 | 2017 | 2016 | |||||||||||
| Accumulated benefit obligation at end of year: | $ | 2,879 | $ | 2,757 | $ | 1,518 | $ | 1,367 | |||||||
| Change in projected benefit obligation: | |||||||||||||||
| Projected benefit obligation at beginning of year | $ | 3,048 | $ | 2,956 | $ | 1,535 | $ | 1,647 | |||||||
| Service cost | 117 | 120 | 70 | 81 | |||||||||||
| Interest cost | 109 | 122 | 26 | 31 | |||||||||||
| Employee contributions | — | — | 15 | 16 | |||||||||||
| Plan curtailments and settlements | — | (28 | ) | 6 | (133 | ) | |||||||||
| Actuarial (gain) loss | (22 | ) | (42 | ) | 182 | (103 | ) | ||||||||
| Benefits paid | (80 | ) | (80 | ) | (43 | ) | (49 | ) | |||||||
| Special termination benefits | 60 | — | — | — | |||||||||||
| Currency exchange rate changes and other | — | — | (57 | ) | 45 | ||||||||||
| Projected benefit obligation at end of year | $ | 3,232 | $ | 3,048 | $ | 1,734 | $ | 1,535 | |||||||
| Change in plan assets: | |||||||||||||||
| Fair value of plan assets at beginning of year | $ | 2,138 | $ | 2,204 | $ | 1,113 | $ | 1,189 | |||||||
| Actual return on plan assets | 238 | (70 | ) | 109 | (44 | ) | |||||||||
| Employer contributions | 183 | 112 | 76 | 93 | |||||||||||
| Employee contributions | — | — | 15 | 16 | |||||||||||
| Plan settlements | — | (28 | ) | (1 | ) | (118 | ) | ||||||||
| Benefits paid | (80 | ) | (80 | ) | (43 | ) | (49 | ) | |||||||
| Currency exchange rate changes and other | — | — | (34 | ) | 26 | ||||||||||
| Fair value of plan assets at end of year | $ | 2,479 | $ | 2,138 | $ | 1,235 | $ | 1,113 | |||||||
| Funded status at end of year: | |||||||||||||||
| Fair value of plan assets | $ | 2,479 | $ | 2,138 | $ | 1,235 | $ | 1,113 | |||||||
| Benefit obligations | 3,232 | 3,048 | 1,734 | 1,535 | |||||||||||
| Underfunded status of the plans | (753 | ) | (910 | ) | (499 | ) | (422 | ) | |||||||
| Recognized liability | $ | (753 | ) | $ | (910 | ) | $ | (499 | ) | $ | (422 | ) | |||
| Amounts recognized on the consolidated balance sheets consist of: | |||||||||||||||
| Non-current assets | $ | — | $ | — | $ | 5 | $ | 20 | |||||||
| Current liabilities | (13 | ) | (12 | ) | (7 | ) | (8 | ) | |||||||
| Non-current liabilities | (740 | ) | (898 | ) | (497 | ) | (434 | ) | |||||||
| Recognized liability | $ | (753 | ) | $ | (910 | ) | $ | (499 | ) | $ | (422 | ) | |||
| Amounts recognized in accumulated other comprehensive loss: | |||||||||||||||
| Prior service cost (benefit) | $ | 3 | $ | 4 | $ | (6 | ) | $ | (14 | ) | |||||
| Net actuarial loss | 1,212 | 1,361 | 450 | 359 | |||||||||||
| Ending balance | $ | 1,215 | $ | 1,365 | $ | 444 | $ | 345 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
In certain countries outside the U.S., fully funding pension plans is not a common practice, as funding provides no income tax benefit. Consequently, certain pension plans were partially funded at April 28, 2017 and April 29, 2016. U.S. and non-U.S. plans with accumulated benefit obligations in excess of plan assets consist of the following:
| Fiscal Year | |||||||
| (in millions) | 2017 | 2016 | |||||
| Accumulated benefit obligation | $ | 4,188 | $ | 3,922 | |||
| Projected benefit obligation | 4,677 | 4,333 | |||||
| Plan assets at fair value | 3,454 | 2,981 |
Plans with projected benefit obligations in excess of plan assets consist of the following:
| Fiscal Year | |||||||
| (in millions) | 2017 | 2016 | |||||
| Projected benefit obligation | $ | 4,903 | $ | 4,362 | |||
| Plan assets at fair value | 3,646 | 3,009 |
The net periodic benefit cost of the plans include the following components:
| U.S. Pension Benefits | Non-U.S. Pension Benefits | ||||||||||||||||||||||
| Fiscal Year | Fiscal Year | ||||||||||||||||||||||
| (in millions) | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | |||||||||||||||||
| Service cost | $ | 117 | $ | 120 | $ | 104 | $ | 70 | $ | 81 | $ | 60 | |||||||||||
| Interest cost | 109 | 122 | 105 | 26 | 31 | 33 | |||||||||||||||||
| Expected return on plan assets | (195 | ) | (180 | ) | (160 | ) | (48 | ) | (48 | ) | (41 | ) | |||||||||||
| Amortization of prior service cost | 1 | — | — | (1 | ) | — | — | ||||||||||||||||
| Amortization of net actuarial loss | 88 | 98 | 65 | 17 | 20 | 12 | |||||||||||||||||
| Settlement gain | — | (1 | ) | — | — | (10 | ) | — | |||||||||||||||
| Special termination benefits | 60 | — | — | — | — | — | |||||||||||||||||
| Net periodic benefit cost | $ | 180 | $ | 159 | $ | 114 | $ | 64 | $ | 74 | $ | 64 |
The other changes in plan assets and projected benefit obligations recognized in accumulated other comprehensive loss for fiscal year 2017 are as follows:
| (in millions) | U.S. Pension Benefits | Non-U.S. Pension Benefits | |||||
| Net actuarial (gain) loss | $ | (61 | ) | $ | 121 | ||
| Amortization of prior service cost | (1 | ) | 1 | ||||
| Amortization of net actuarial loss | (88 | ) | (17 | ) | |||
| Prior service cost | — | 8 | |||||
| Effect of exchange rates | — | (13 | ) | ||||
| Total (gain) loss recognized in accumulated other comprehensive loss | $ | (150 | ) | $ | 100 | ||
| Total loss recognized in net periodic benefit cost and accumulated other comprehensive loss | $ | 30 | $ | 164 |
The estimated net actuarial loss that will be amortized from accumulated other comprehensive loss into net periodic benefit cost, before tax, in fiscal year 2018 for U.S. and non-U.S. pension benefits is expected to be $83 million and $17 million, respectively.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
The actuarial assumptions are as follows:
| U.S. Pension Benefits | Non-U.S. Pension Benefits | ||||||||||||||||
| Fiscal Year | Fiscal Year | ||||||||||||||||
| 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | ||||||||||||
| Critical assumptions – projected benefit obligation: | |||||||||||||||||
| Discount rate | 3.70% - 4.30% | 3.60% - 4.30% | 4.20 | % | 0.45% - 11.40% | 0.25% - 10.20% | 1.88 | % | |||||||||
| Rate of compensation increase | 3.90 | % | 3.90 | % | 3.90 | % | 2.89 | % | 2.83 | % | 2.92 | % | |||||
| Critical assumptions – net periodic benefit cost: | |||||||||||||||||
| Discount rate – benefit obligation | 3.55% - 4.30% | 4.20% - 4.80% | 4.75 | % | 0.25% - 10.20% | 0.80% - 9.00% | 3.32 | % | |||||||||
| Discount rate – service cost | 3.60% - 4.45% | 4.20% - 4.80% | 4.75 | % | 0.05% - 10.20% | 0.80% - 9.00% | 3.32 | % | |||||||||
| Discount rate – interest cost | 2.90% - 3.80% | 4.20% - 4.80% | 4.75 | % | 0.30% - 10.20% | 0.80% - 9.00% | 3.32 | % | |||||||||
| Expected return on plan assets | 8.20 | % | 8.20 | % | 8.25 | % | 4.45 | % | 4.35 | % | 4.77 | % | |||||
| Rate of compensation increase | 3.90 | % | 3.90 | % | 3.90 | % | 2.83 | % | 2.92 | % | 2.80 | % |
The Company changed the methodology used to estimate the service and interest cost components of net periodic pension cost and net periodic postretirement benefit cost for the Company’s pension and other postretirement benefit plans, effective April 30, 2016. Previously, the Company estimated such cost components utilizing a single weighted-average discount rate derived from the market-observed yield curves of high-quality fixed income securities used to measure the pension benefit obligation and accumulated postretirement benefit obligation. The new methodology utilizes a full yield curve approach in the estimation of these cost components by applying the specific spot rates along the yield curve to their underlying projected cash flows and provides a more precise measurement of service and interest costs by improving the correlation between projected cash flows and their corresponding spot rates. The current yield curves represent high quality, long-term fixed income instruments. The change does not affect the measurement of the Company’s pension obligation or accumulated postretirement benefit obligation. The Company accounted for this change prospectively as a change in accounting estimate.
The expected long-term rate of return on plan assets assumptions are determined using a building block approach, considering historical averages and real returns of each asset class. In certain countries, where historical returns are not meaningful, consideration is given to local market expectations of long-term returns.
Retirement Benefit Plan Investment Strategy The Company sponsors trusts that hold the assets for U.S. pension plans and other U.S. post-retirement benefit plans, primarily retiree medical benefits. For investment purposes, the legacy Medtronic U.S. pension and other U.S. post-retirement benefit plans are managed in an identical way, as their objectives are similar.
The Company has a Qualified Plan Committee (the Plan Committee) that sets investment guidelines for U.S. pension plans and other U.S. post-retirement benefit plans with the assistance of external consultants. These guidelines are established based on market conditions, risk tolerance, funding requirements, and expected benefit payments. The Plan Committee also oversees the investment allocation process, selects the investment managers, and monitors asset performance. As pension liabilities are long-term in nature, the Company employs a long-term total return approach to maximize the long-term rate of return on plan assets for a prudent level of risk. An annual analysis on the risk versus the return of the investment portfolio is conducted to justify the expected long-term rate of return assumption.
The investment portfolios contain a diversified allocation of investment categories, including equities, fixed income securities, hedge funds, and private equity. Securities are also diversified in terms of domestic and international, short- and long-term, growth and value styles, large cap and small cap stocks, active and passive management, and derivative-based styles.
Outside the U.S., pension plan assets are typically managed by decentralized fiduciary committees. There is significant variation in policy asset allocation from country to country. Local regulations, funding rules, and financial and tax considerations are part of the funding and investment allocation process in each country. The weighted average target asset allocations at April 28, 2017 for the plans are 37% equity securities, 29% debt securities, and 34% other.
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Notes to Consolidated Financial Statements (Continued)
The plans did not hold any investments in the Company’s ordinary shares at April 28, 2017 or April 29, 2016.
The Company’s U.S. plans target asset allocations at April 28, 2017, compared to the U.S. plans actual asset allocations at April 28, 2017 and April 29, 2016 by asset category, are as follows:
| U.S. Plans | ||||||||
| Target Allocation | Actual Allocation | |||||||
| April 28, 2017 | April 28, 2017 | April 29, 2016 | ||||||
| Asset Category: | ||||||||
| Equity securities | 40 | % | 45 | % | 43 | % | ||
| Debt securities | 36 | 37 | 35 | |||||
| Other | 24 | 18 | 22 | |||||
| Total | 100 | % | 100 | % | 100 | % |
Retirement Benefit Plan Asset Fair Values The following is a description of the valuation methodologies used for retirement benefit plan assets measured at fair value:
Short-term investments: Valued at the closing price reported in the active markets in which the individual security is traded.
U.S. government securities: Certain U.S. government securities are valued at the closing price reported in the active markets in which the individual security is traded. Other U.S. government securities are valued based on inputs other than quoted prices that are observable.
Corporate debt securities: Valued based on inputs other than quoted prices that are observable.
Equity commingled trusts: Comprised of investments in equity securities held in pooled investment vehicles. The valuations of equity commingled trusts are based on the respective net asset values which are determined by the fund daily at market close. The net asset values are calculated based on the valuation of the underlying assets which are determined using observable inputs. The net asset values are not publicly reported and funds are valued at the net asset value practical expedient.
Fixed income commingled trusts: Comprised of investments in fixed income securities held in pooled investment vehicles. The valuations of fixed income commingled trusts are based on the respective net asset values which are determined by the fund daily at market close. The net asset values are calculated based on the valuation of the underlying assets which are determined using observable inputs. The net asset values are not publicly reported and funds are valued at the net asset value practical expedient.
Partnership units: Valued based on the year-end net asset values of the underlying partnerships. The net asset values of the partnerships are based on the fair values of the underlying investments of the partnerships. Quoted market prices are used to value the underlying investments of the partnerships, where the partnerships consist of the investment pools which invest primarily in common stocks. Partnership units include partnerships, private equity investments, and real asset investments. Partnerships primarily include long/short equity and absolute return strategies. These investments may be redeemed monthly with notice periods ranging from 45 to 95 days. At April 28, 2017, there is one absolute return strategy fund totaling $2 million that is in the process of liquidation. The Company expects to receive the proceeds over the next year. Private equity investments consist of common stock and debt instruments of private companies. For private equity funds, the sum of the unfunded commitments at April 28, 2017 is $158 million, and the estimated liquidation period of these funds is expected to be one to 15 years. Real asset investments consist of commodities, derivatives, Real Estate Investment Trusts, and illiquid real estate holdings. These investments have redemption and liquidation periods ranging from 30 days to 10 years. At April 28, 2017, there is one real estate investment totaling $1 million that is in the process of liquidation. The Company expects to receive the proceeds over the next year. Other valuation procedures are utilized to arrive at fair value if a quoted market price is not available for a partnership investment.
Registered investment companies: Valued at net asset values which are not publicly reported. The net asset values are calculated based on the valuation of the underlying assets. The underlying assets are valued at the quoted market prices of shares held by the plan at year-end in the active market on which the individual securities are traded.
Insurance contracts: Comprised of investments in collective (group) insurance contracts, consisting of individual insurance policies. The policyholder is the employer and each member is the owner/beneficiary of their individual insurance policy. These policies are a part of the insurance company’s general portfolio and participate in the insurer’s profit-sharing policy on an excess yield basis.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
The methods described above may produce fair values that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
There were no transfers between Level 1, Level 2, or Level 3 during fiscal years 2017 or 2016.
The following tables provide information by level for the retirement benefit plan assets that are measured at fair value, as defined by U.S. GAAP. See Note 1 for discussion of the fair value measurement terms of Levels 1, 2, and 3. In accordance with authoritative guidance adopted in fiscal year 2017, certain investments for which the fair value is measured using the net asset value per share (or its equivalent) practical expedient are not presented within the fair value hierarchy. The fair value amounts presented for these investments are intended to permit reconciliation to the total fair value of plan assets at April 28, 2017 and April 29, 2016. The revised presentation has been applied retrospectively and fiscal year 2016 values have been reclassified to conform to classifications used in the current year.
U.S. Pension Benefits
| Fair Value at | |||||||||||||||||||
| Fair Value Measurements Using Inputs Considered as | Investments Measured at Net Asset Value | ||||||||||||||||||
| (in millions) | April 28, 2017 | Level 1 | Level 2 | Level 3 | |||||||||||||||
| Short-term investments | $ | 168 | $ | 168 | $ | — | $ | — | $ | — | |||||||||
| U.S. government securities | 167 | 138 | 29 | — | — | ||||||||||||||
| Corporate debt securities | 250 | — | 250 | — | — | ||||||||||||||
| Equity commingled trusts | 1,127 | — | — | — | 1,127 | ||||||||||||||
| Fixed income commingled trusts | 299 | — | — | — | 299 | ||||||||||||||
| Partnership units | 468 | — | — | 468 | — | ||||||||||||||
| $ | 2,479 | $ | 306 | $ | 279 | $ | 468 | $ | 1,426 |
| Fair Value at | Fair Value Measurements Using Inputs Considered as | Investments Measured at Net Asset Value | |||||||||||||||||
| (in millions) | April 29, 2016 | Level 1 | Level 2 | Level 3 | |||||||||||||||
| Short-term investments | $ | 127 | $ | 127 | $ | — | $ | — | $ | — | |||||||||
| U.S. government securities | 146 | 137 | 9 | — | — | ||||||||||||||
| Corporate debt securities | 216 | — | 216 | — | — | ||||||||||||||
| Equity commingled trusts | 956 | — | — | — | 956 | ||||||||||||||
| Fixed income commingled trusts | 231 | — | — | — | 231 | ||||||||||||||
| Partnership units | 462 | — | — | 462 | — | ||||||||||||||
| $ | 2,138 | $ | 264 | $ | 225 | $ | 462 | $ | 1,187 |
The following tables provide a reconciliation of the beginning and ending balances of U.S. pension benefit assets measured at fair value that used significant unobservable inputs (Level 3):
| (in millions) | Total Level 3 Investments | Partnership Units | |||||
| April 29, 2016 | $ | 462 | $ | 462 | |||
| Total realized gains included in income | 25 | 25 | |||||
| Total unrealized gains included in accumulated other comprehensive (loss) income | 28 | 28 | |||||
| Purchases and sales, net | (47 | ) | (47 | ) | |||
| April 28, 2017 | $ | 468 | $ | 468 |
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Notes to Consolidated Financial Statements (Continued)
| (in millions) | Total Level 3 Investments | Corporate Debt Securities | Partnership Units | ||||||||
| April 24, 2015 | $ | 473 | $ | 1 | $ | 472 | |||||
| Total realized gains included in income | 10 | — | 10 | ||||||||
| Total unrealized losses included in accumulated other comprehensive (loss) income | (144 | ) | (1 | ) | (143 | ) | |||||
| Purchases and sales, net | 123 | — | 123 | ||||||||
| April 29, 2016 | $ | 462 | $ | — | $ | 462 |
Non-U.S. Pension Benefits
| Fair Value at | Fair Value Measurements Using Inputs Considered as | Investments Measured at Net Asset Value | |||||||||||||||||
| (in millions) | April 28, 2017 | Level 1 | Level 2 | Level 3 | |||||||||||||||
| Registered investment companies | $ | 1,191 | $ | — | $ | — | $ | — | $ | 1,191 | |||||||||
| Insurance contracts | 44 | — | — | 44 | — | ||||||||||||||
| $ | 1,235 | $ | — | $ | — | $ | 44 | $ | 1,191 |
| Fair Value at | Fair Value Measurements Using Inputs Considered as | Investments Measured at Net Asset Value | |||||||||||||||||
| (in millions) | April 29, 2016 | Level 1 | Level 2 | Level 3 | |||||||||||||||
| Registered investment companies | $ | 1,037 | $ | — | $ | — | $ | — | $ | 1,037 | |||||||||
| Insurance contracts | 76 | — | — | 76 | — | ||||||||||||||
| $ | 1,113 | $ | — | $ | — | $ | 76 | $ | 1,037 |
The following tables provide a reconciliation of the beginning and ending balances of non-U.S. pension benefit assets measured at fair value that used significant unobservable inputs (Level 3):
| (in millions) | Total Level 3 Investments | Insurance Contracts | |||||
| April 29, 2016 | $ | 76 | $ | 76 | |||
| Total unrealized gains included in accumulated other comprehensive (loss) income | 2 | 2 | |||||
| Purchases and sales, net | (31 | ) | (31 | ) | |||
| Currency exchange rate changes | (3 | ) | (3 | ) | |||
| April 28, 2017 | $ | 44 | $ | 44 |
| (in millions) | Total Level 3 Investments | Insurance Contracts | Partnership Units | ||||||||
| April 24, 2015 | $ | 76 | $ | 60 | $ | 16 | |||||
| Purchases and sales, net | (2 | ) | 14 | (16 | ) | ||||||
| Currency exchange rate changes | 2 | 2 | — | ||||||||
| April 29, 2016 | $ | 76 | $ | 76 | $ | — |
Retirement Benefit Plan Funding It is the Company’s policy to fund retirement costs within the limits of allowable tax deductions. During fiscal year 2017, the Company made discretionary contributions of approximately $183 million to the U.S. pension plan. Internationally, the Company contributed approximately $76 million for pension benefits during fiscal year 2017. The Company anticipates that it will make contributions of $302 million to its pension benefits in fiscal year 2018. Based on the guidelines under the U.S. Employee Retirement Income Security Act of 1974 and the various guidelines which govern the plans outside the U.S., the majority of anticipated fiscal year 2018 contributions will be discretionary. The Company believes that, along with pension
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Notes to Consolidated Financial Statements (Continued)
assets, the returns on invested pension assets, and Company contributions, the Company will be able to meet its pension and other post-retirement obligations in the future.
Retiree benefit payments, which reflect expected future service, are anticipated to be paid as follows:
| (in millions) | U.S. Pension Benefits | Non-U.S. Pension Benefits | |||||
| Fiscal Year | Gross Payments | Gross Payments | |||||
| 2018 | $ | 101 | $ | 44 | |||
| 2019 | 110 | 42 | |||||
| 2020 | 121 | 43 | |||||
| 2021 | 131 | 46 | |||||
| 2022 | 143 | 50 | |||||
| 2023 – 2027 | 901 | 298 | |||||
| Total | $ | 1,507 | $ | 523 |
Post-retirement Benefit Plans The net periodic benefit cost associated with the Company’s post-retirement benefit plans was $11 million, $12 million, and $14 million in fiscal years 2017, 2016, and 2015, respectively. The Company’s projected benefit obligation for all post-retirement benefit plans was $323 million and $369 million at April 28, 2017 and April 29, 2016, respectively. The Company’s fair value of plan assets for all post-retirement benefit plans was $289 million and $269 million at April 28, 2017 and April 29, 2016, respectively. The decrease in the Company's projected benefit obligation during fiscal year 2017 was due to the U.S. post-retirement benefit plan being frozen, effective January 1, 2018. The activity during fiscal year 2016 related to the change in projected benefit obligation was not material. The activity during fiscal years 2017 and 2016 related to the change in fair value of plan assets was not material.
Defined Contribution Savings Plans The Company has defined contribution savings plans that cover substantially all U.S. employees and certain non-U.S. employees. The general purpose of these plans is to provide additional financial security during retirement by providing employees with an incentive to make regular savings. Company contributions to the plans are based on employee contributions and Company performance. Expense recognized under these plans was $347 million, $269 million, and $188 million in fiscal years 2017, 2016, and 2015, respectively.
Effective May 1, 2005, the Company froze participation in the original defined benefit pension plan in the U.S. and implemented two new plans: an additional defined benefit pension plan, the Personal Pension Account (PPA), and a new defined contribution plan, the Personal Investment Account (PIA). Employees in the U.S. hired on or after May 1, 2005 but before January 1, 2016 had the option to participate in either the PPA or the PIA. Participants in the PPA receive an annual allocation of their salary and bonus on which they will receive an annual guaranteed rate of return which is based on the ten-year Treasury bond rate. Participants in the PIA also receive an annual allocation of their salary and bonus; however, they are allowed to determine how to invest their funds among identified fund alternatives. The cost associated with the PPA is included in U.S. Pension Benefits in the tables presented earlier. The defined contribution cost associated with the PIA was approximately $58 million, $58 million, and $53 million in fiscal years 2017, 2016, and 2015, respectively.
Effective January 1, 2016, the Company froze participation in the existing defined benefit (PPA) and contribution (PIA) pension plans in the U.S. and implemented a new form of benefit under the existing defined contribution plan for legacy Covidien employees and employees in the U.S. hired on or after January 1, 2016. Participants in the Medtronic Core Contribution (MCC) also receive an annual allocation of their salary and bonus and are allowed to determine how to invest their funds among identified fund alternatives. The defined contribution cost associated with the MCC was approximately $45 million and $12 million in fiscal years 2017 and 2016, respectively.
- Leases
The Company leases office, manufacturing, and research facilities and warehouses, as well as transportation, data processing, and other equipment under capital and operating leases. A substantial number of these leases contain options that allow the Company to renew at the fair rental value on the date of renewal.
Future minimum payments under capitalized leases and non-cancelable operating leases at April 28, 2017 are:
| (in millions) Fiscal Year | Capitalized Leases | Operating Leases | |||||
| 2018 | $ | 6 | $ | 215 | |||
| 2019 | 4 | 158 | |||||
| 2020 | 4 | 110 | |||||
| 2021 | 3 | 70 | |||||
| 2022 | 3 | 41 | |||||
| Thereafter | 8 | 52 | |||||
| Total minimum lease payments | $ | 28 | $ | 646 | |||
| Less amounts representing interest | (5 | ) | N/A | ||||
| Present value of net minimum lease payments | $ | 23 | N/A |
Rent expense for all operating leases was $294 million, $269 million, and $195 million in fiscal years 2017, 2016, and 2015, respectively. The increase in fiscal year 2016 rent expense is primarily related to the Covidien acquisition.
- Accumulated Other Comprehensive (Loss) Income
The following table provides changes in AOCI, net of tax and by component.
| (in millions) | Unrealized Gain (Loss) on Available-for-Sale Securities | Cumulative Translation Adjustments | Net Change in Retirement Obligations | Unrealized Gain (Loss) on Derivative Financial Instruments | Total Accumulated Other Comprehensive (Loss) Income | ||||||||||||||
| April 24, 2015 | $ | 14 | $ | (277 | ) | $ | (1,131 | ) | $ | 210 | $ | (1,184 | ) | ||||||
| Other comprehensive (loss) income before reclassifications | (107 | ) | (197 | ) | (141 | ) | (94 | ) | (539 | ) | |||||||||
| Reclassifications | (14 | ) | — | 75 | (206 | ) | (145 | ) | |||||||||||
| Other comprehensive (loss) income | (121 | ) | (197 | ) | (66 | ) | (300 | ) | (684 | ) | |||||||||
| April 29, 2016 | $ | (107 | ) | $ | (474 | ) | $ | (1,197 | ) | $ | (90 | ) | $ | (1,868 | ) | ||||
| Other comprehensive (loss) income before reclassifications | 52 | (978 | ) | (17 | ) | 233 | (710 | ) | |||||||||||
| Reclassifications | (14 | ) | — | 85 | (106 | ) | (35 | ) | |||||||||||
| Other comprehensive (loss) income | 38 | (978 | ) | 68 | 127 | (745 | ) | ||||||||||||
| April 28, 2017 | $ | (69 | ) | $ | (1,452 | ) | $ | (1,129 | ) | $ | 37 | $ | (2,613 | ) |
The income tax on gains and losses on available-for-sale securities in other comprehensive income before reclassifications during fiscal years 2017, 2016, and 2015 was an expense of $41 million, a benefit of $94 million, and an expense of $60 million, respectively. During fiscal years 2017, 2016, and 2015, realized gains and losses on available-for-sale securities reclassified from AOCI were reduced by income taxes of $8 million in fiscal years 2017 and 2016 and $49 million in fiscal year 2015. When realized, gains and losses on available-for-sale securities reclassified from AOCI are recognized within other expense, net. Refer to Note 6 for additional information.
Taxes are not provided on cumulative translation adjustments as substantially all translation adjustments relate to earnings that are intended to be indefinitely reinvested outside the U.S.
The net change in retirement obligations in other comprehensive income includes net amortization of prior service costs and actuarial losses included in net periodic benefit cost. The income tax on the net change in retirement obligations in other comprehensive income before reclassifications during fiscal years 2017, 2016, and 2015 was an expense of $41 million, a benefit of $85 million, and a benefit of $198 million, respectively. During fiscal years 2017, 2016, and 2015, the gains and losses on defined benefit and pension items reclassified from AOCI were reduced by income taxes of $23 million, $39 million, and $25 million, respectively. Refer to Note 17 for additional information.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
The income tax on unrealized gains and losses on derivative financial instruments in other comprehensive income before reclassifications during fiscal years 2017, 2016, and 2015 was an expense of $130 million, a benefit of $51 million, and an expense of $199 million, respectively. During fiscal years 2017, 2016, and 2015, gains and losses on derivative financial instruments reclassified from AOCI were reduced by income taxes of $61 million, $121 million, and $53 million, respectively. When realized, cash flow hedge gains and losses reclassified from AOCI are recognized within other expense, net or cost of products sold, and forward starting interest rate derivative financial instrument gains and losses reclassified from AOCI are recognized within interest expense, net. Note 9 for additional information.
- Commitments and Contingencies
The Company and its affiliates are involved in a number of legal actions involving product liability, intellectual property disputes, shareholder related matters, environmental proceedings, income tax disputes, and governmental proceedings and investigations in the United States and around the world, 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 these 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. At April 28, 2017 and April 29, 2016, accrued certain litigation charges were approximately $1.1 billion and $1.0 billion, respectively. The ultimate cost to the Company with respect to accrued certain litigation charges 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, or cash flows. The Company includes accrued certain litigation charges in other accrued expenses and other liabilities on the consolidated balance sheets.
In addition to litigation contingencies, the Company also has certain income tax and guarantee obligations that may potentially result in future charges. While it is not possible to predict the outcome for most of the matters discussed below, 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, or cash flows.
Product Liability Matters
Sprint Fidelis
In 2007, a putative class action was filed in the Ontario Superior Court of Justice in Canada seeking damages for personal injuries allegedly related to the Company's Sprint Fidelis family of defibrillation leads. On October 20, 2009, the court certified a class proceeding but denied class certification on plaintiffs' claim for punitive damages. Pretrial proceedings are underway. The Company has not recognized an expense related to damages in connection with this matter because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from this matter.
INFUSE Litigation
The Company estimated law firms representing approximately 6,000 claimants asserted or intended to assert personal injury claims against Medtronic in the U.S. state and federal courts involving the INFUSE bone graft product. As of June 1, 2017, the Company has reached agreements to settle substantially all of these claims, resolving this litigation. The Company's accrued expenses for this matter are included within accrued certain litigation charges in other accrued expenses and other liabilities on the consolidated balance sheets as discussed above.
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Notes to Consolidated Financial Statements (Continued)
Other INFUSE Litigation
On June 5, 2014, Humana, Inc. filed a lawsuit for unspecified monetary damages in the U.S. District Court for the Western District of Tennessee, alleging that Medtronic, Inc. violated federal racketeering (RICO) law and various state laws, by conspiring with physicians to promote unapproved uses of INFUSE. In September of 2015 the Court granted Medtronic’s motion to dismiss the primary allegations, including the RICO claims, in Humana’s complaint. In April of 2016, the Court denied Humana’s motion to file an amended complaint. The Company has not recognized an expense related to damages in connection with this matter because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company cannot reasonably estimate the range of loss, if any, that may result from this matter.
Pelvic Mesh Litigation
The Company, through the acquisition of Covidien, 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 15,800 claimants have asserted or may assert claims involving products manufactured by Covidien’s subsidiaries. As of June 1, 2017, the Company has reached agreements to settle approximately 12,300 of these claims. The Company's accrued expenses for this matter are included within accrued certain litigation charges in other accrued expenses and other liabilities on the consolidated balance sheets as discussed above.
Patent Litigation
Ethicon
On December 14, 2011, Ethicon filed an action against Covidien in the U.S. District Court for the Southern District of Ohio, alleging patent infringement and seeking monetary damages and injunctive relief. On January 22, 2014, the district court entered summary judgment in Covidien's favor, and the majority of this ruling was affirmed by the Federal Circuit on August 7, 2015. Following appeal, the case was remanded back to the District Court with respect to one patent. On January 21, 2016, Covidien filed a second action in the U.S. District Court for the Southern District of Ohio, seeking a declaration of non-infringement with respect to a second set of patents held by Ethicon. The court consolidated this second action with the remaining patent issues from the first action. Following consolidation of the cases, Ethicon dismissed 6 of the asserted patents, leaving a single asserted patent. In addition to claims of non-infringement, the Company asserts an affirmative defense of invalidity. The case is currently in the discovery stage. The Company has not recognized an expense related to damages in connection with this matter because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from this matter.
Shareholder Related Matters
INFUSE
On March 12, 2012, Charlotte Kokocinski (Kokocinski) filed a shareholder derivative action against both Medtronic, Inc. and certain of its current and former officers and directors in the U.S. District Court for the District of Minnesota, setting forth certain allegations, including a claim that defendants violated various purported duties in connection with the INFUSE bone graft product and otherwise. On March 25, 2013, the District Court dismissed the case without prejudice, and Kokocinski subsequently filed an amended complaint. On March 30, 2015, the District Court granted defendants’ motion to dismiss the amended complaint, dismissing the case with prejudice. Kokocinski sought reconsideration of that decision, and, on September 30, 2015, the District Court denied Kokocinski’s request for reconsideration. Kokocinski appealed the District Court’s decision to the U.S. Court of Appeals for the Eighth Circuit. On March 1, 2017, the Eighth Circuit Court of Appeals affirmed the lower Court’s dismissal of the case with prejudice, and on April 11, 2017, the Eighth Circuit rejected Kokocinski’s request for reconsideration.
West Virginia Pipe Trades and Phil Pace, on June 27, 2013 and July 3, 2013, respectively, filed putative class action complaints against Medtronic, Inc. and certain of its officers in the U.S. District Court for the District of Minnesota, alleging that the defendants
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
made false and misleading public statements and engaged in a scheme to defraud regarding the INFUSE Bone Graft product during the period of December 8, 2010 through August 3, 2011. The matters were consolidated in September, 2013, and in the consolidated complaint plaintiffs alleged a class period of September 28, 2010 through August 3, 2011. On September 30, 2015, the District Court granted defendants’ motion for summary judgment in the consolidated matters. Plaintiffs appealed the dismissal to the U.S. Court of Appeals for the Eighth Circuit, and in December of 2016 the Eighth Circuit Court reversed and remanded the case to the District Court for further proceedings.
COVIDIEN ACQUISITION
On July 2, 2014, Lewis Merenstein filed a putative shareholder class action in Hennepin County, Minnesota, District Court seeking to enjoin the then-potential acquisition of Covidien. The lawsuit named Medtronic, Inc., Covidien, and each member of the Medtronic, Inc. Board of Directors at the time as defendants, and alleged that the directors breached their fiduciary duties to shareholders with regard to the then-potential acquisition. On August 21, 2014, Kenneth Steiner filed a putative shareholder class action in Hennepin County, Minnesota, District Court, also seeking an injunction to prevent the potential Covidien acquisition. In September 2014, the Merenstein and Steiner matters were consolidated and in December 2014, the plaintiffs filed a preliminary injunction motion seeking to enjoin the Covidien transaction. On December 30, 2014, a hearing was held on plaintiffs’ motion for preliminary injunction and on defendants’ motion to dismiss. On January 2, 2015, the District Court denied the plaintiffs’ motion for preliminary injunction and on January 5, 2015 issued its opinion. On March 20, 2015, the District Court issued its order and opinion granting Medtronic’s motion to dismiss the case. In May of 2015, the plaintiffs filed an appeal, and, in January of 2016, the Minnesota State Court of Appeals affirmed in part, reversed in part, and remanded the case to the District Court for further proceedings. In February of 2016, the Company petitioned the Minnesota Supreme Court to review the decision of the Minnesota State Court of Appeals, and on April 19, 2016 the Minnesota Supreme Court granted the Company’s petition on the issue of whether most of the original claims are properly characterized as direct or derivative under Minnesota law. A decision from the Minnesota Supreme Court is expected in calendar year 2017.
HEARTWARE
On January 22, 2016, the St. Paul Teachers’ Retirement Fund Association filed a putative class action complaint (the “Complaint”) in the United States District Court for the Southern District of New York against HeartWare on behalf of all persons and entities who purchased or otherwise acquired shares of HeartWare from June 10, 2014 through January 11, 2016 (the “Class Period”). The Complaint was amended on June 29, 2016 and claims HeartWare and one of its executives violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making false and misleading statements about, among other things, HeartWare’s response to a June 2014 U.S. FDA warning letter, the development of the Miniaturized Ventricular Assist Device (MVAD) System and the proposed acquisition of Valtech Cardio Ltd. The Complaint seeks to recover damages on behalf of all purchasers or acquirers of HeartWare’s stock during the Class Period. In August of 2016 the Company acquired HeartWare.
The Company has not recognized an expense related to damages in connection with the shareholder related matters, because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.
Environmental Proceedings
The Company, through the acquisition of Covidien, is involved in various stages of investigation and cleanup related to environmental remediation matters at a number of sites. 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.
The Company is a successor to a company which owned and operated a chemical manufacturing facility in Orrington, Maine from 1967 until 1982, and is responsible for the costs of completing an environmental site investigation as required by the Maine Department of Environmental Protection (MDEP). MDEP served a compliance order on Mallinckrodt LLC and U.S. Surgical Corporation, subsidiaries of Covidien, in December 2008, which included a directive to remove a significant volume of soils at the site. After a hearing on the compliance order before the Maine Board of Environmental Protection (Maine Board) to challenge the terms of the compliance order, the Maine Board modified the MDEP order and issued a final order requiring removal of two landfills, capping of the remaining three landfills, installation of a groundwater extraction system and long-term monitoring of the site and the three remaining landfills.
The Company has proceeded with implementation of the investigation and remediation at the site in accordance with the MDEP order as modified by the Maine Board order.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
The Company has also been involved in a lawsuit filed in the U.S. District Court for the District of Maine by the Natural Resources Defense Council and the Maine People’s Alliance. Plaintiffs sought an injunction requiring Covidien to conduct extensive studies of mercury contamination of the Penobscot River and Bay and options for remediating such contamination, and to perform appropriate remedial activities, if necessary.
On July 29, 2002, following a March 2002 trial, the District Court entered an opinion and order which held that conditions in the Penobscot River and Bay may pose an imminent and substantial endangerment and that Covidien was liable for the cost of performing a study of the river and bay. The District Court subsequently appointed an independent study panel to oversee the study and ordered Covidien to pay costs associated with the study. A report issued by the study panel contains recommendations for a variety of potential remedial options which could be implemented individually or in a variety of combinations, and included preliminary cost estimates for a variety of potential remedial options, which the report describes as “very rough estimates of cost,” ranging from $25 million to $235 million. The report indicates that these costs are subject to uncertainties, and that before any remedial option is implemented, further engineering studies and engineering design work are necessary to determine the feasibility of the proposed remedial options. In June of 2014, a trial was held to determine if remediation was necessary and feasible, and on September 2, 2015, the District Court issued an order concluding that further engineering study and engineering design work is appropriate to determine the nature and extent of remediation in the Penobscot River and Bay. In January of 2016, the Court appointed an engineering firm to conduct the next phase of the study. The study is targeted for completion late calendar year 2017.
The Company's accrued expenses for environmental proceedings are included within accrued certain litigation charges in other accrued expenses and other liabilities on the consolidated balance sheets as discussed above.
Government Matters
Medtronic has received subpoenas or document requests from the Attorneys General in Massachusetts, California, Oregon, Illinois, and Washington seeking information regarding sales, marketing, clinical, and other information relating to the INFUSE bone graft product. In the third quarter of fiscal year 2017, the Company accrued expenses in connection with these matters, which are included within accrued certain litigation charges in other accrued expenses and other liabilities on the consolidated balance sheets as discussed above.
On May 2, 2011, the U.S. Attorney’s Office for the District of Massachusetts issued a subpoena to ev3, a subsidiary of the Company, requesting production of documents relating to sales and marketing and other issues in connection with several neurovascular products. The matters under investigation relate to activities prior to Covidien's acquisition of ev3 in 2010. ev3 complied as required with the subpoena and cooperated with the investigation. In the third quarter of fiscal year 2016, the Company accrued expenses in connection with this matter, which are included within accrued certain litigation charges in other accrued expenses and other liabilities on the consolidated balance sheets as discussed above.
On September 2, 2014, the U.S. Department of Health and Human Services, Office of Inspector General and the U.S. Attorney’s Office for the Northern District of California, issued a subpoena requesting production of documents relating to sales and marketing practices associated with certain of ev3’s peripheral vascular products. The Company has not recognized an expense related to damages in connection with this matter, because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from this matter.
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. On December 23, 2010, the IRS issued a statutory notice of deficiency with respect to the remaining issues. Medtronic, Inc. filed a petition with the U.S. Tax Court on March 21, 2011 objecting to the deficiency. During October and November 2012, Medtronic, Inc. reached resolution with the IRS on various matters, including the deductibility of a settlement payment. Medtronic, Inc. and the IRS agreed to hold one issue, the calculation of amounts eligible for the one-time repatriation holiday, because such specific issue was being addressed by other taxpayers in litigation with the IRS. 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 proceeding with respect to this issue began on February 3, 2015 and ended on March 12, 2015. On June 9, 2016, the U.S. Tax court issued its opinion with respect to the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico for fiscal years 2005 and 2006. The U.S. Tax Court generally rejected the IRS’s position, but also made certain modifications to the Medtronic, Inc. tax returns as filed. During November 2016, Medtronic and the IRS entered into a Stipulation of Settled Issues with the Tax Court which resolved the one-time repatriation holiday as an outstanding issue unless, either party decided to appeal the Tax Court Opinion and a final decision is inconsistent with the U.S. Tax Court Opinion. The
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
U.S. Tax Court entered their final decision on January 25, 2017. On April 21, 2017, the IRS filed their Notice of Appeal to the U.S. Court of Appeals for the 8th Circuit regarding the Tax Court Opinion. A hearing date for the Appeal has not been set.
In October 2011, the IRS issued its audit report on Medtronic, Inc. for fiscal years 2007 and 2008. Medtronic, Inc. reached agreement with the IRS on some, but not all matters related to these fiscal years. During the first quarter of fiscal year 2016, the Company finalized its agreement with the IRS on the proposed adjustments associated with the tax effects of the Company's acquisition of Kyphon Inc. (Kyphon). The settlement was consistent with the certain tax adjustment recorded during the fourth quarter of fiscal year 2015. During the first quarter of fiscal year 2017, an expected settlement was reached with the IRS for all outstanding issues for fiscal years 2007 and 2008 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 Case for fiscal years 2005 and 2006.
In April 2014, the IRS issued its audit report on Medtronic, Inc. for fiscal years 2009, 2010, and 2011. Medtronic, Inc. reached agreement with the IRS on some but not all matters related to these fiscal years. During the first quarter of fiscal year 2017, an expected settlement was reached with the IRS for all outstanding issues for fiscal years 2009, 2010, and 2011 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 Case for fiscal years 2005 and 2006. During the fourth quarter of fiscal year 2017, an expected settlement was reached with the IRS associated with the tax effects of the Company’s acquisition of PEAK Surgical, Inc. and Salient Surgical Technologies, Inc. However, the IRS continues to audit Medtronic, Inc.'s U.S. federal income tax returns for the fiscal years 2012 through 2014.
Covidien and the IRS have concluded and reached agreement on its audit of Covidien’s U.S. federal income tax returns for the 2008 and 2009 tax years. The IRS continues to audit Covidien’s U.S. federal income tax returns for the years 2010 through 2012.
The IRS concluded its field examination of certain of Tyco International’s U.S. federal income tax returns for the years 1997 through 2000 and proposed tax adjustments, several of which also affect Covidien’s income tax returns for certain years after 2000. Tyco International appealed certain of the tax adjustments proposed by the IRS and had resolved all but one of the matters associated with the proposed tax adjustments. The IRS asserted that substantially all of Tyco International’s intercompany debt originating during the years 1997 through 2000 should not be treated as debt for U.S. federal income tax purposes, and disallowed interest deductions related to the intercompany debt and certain tax attribute adjustments recognized on Tyco International’s U.S. income tax returns. The Company disagreed with the IRS’s proposed adjustments and, on July 22, 2013, Tyco International filed a petition with the U.S. Tax Court contesting the IRS assessment. On January 15, 2016, Tyco International, as audit managing party under the Tax Sharing Agreement, entered into Stipulations of Settled Issues with the IRS intended to resolve all Federal tax disputes related to this intercompany debt issue for the Tax Sharing Participants for the 1997 - 2000 audit cycle before the U.S. Tax Court. The Stipulations of Settled Issues were contingent upon the IRS Appeals Division applying the same settlement terms to all intercompany debt issues on appeal for subsequent audit cycles (2001 - 2007). On May 17, 2016 the IRS Office of Appeals issued fully executed Forms 870-AD that effectively settled the matters on appeal on the same terms as those set forth in the Stipulations of Settled Issues, and on May 31, 2016 the U.S. Tax Court entered decisions consistent with the Stipulations of Settled Issues. As a result, all aspects of this controversy that were before the U.S. Tax Court and Appeals Division of the IRS have been finally resolved for audit cycles from 1997-2007.
See Note 15 for additional discussion of income taxes.
Guarantees
As a result of the acquisition of Covidien, the Company has guarantee commitments and indemnifications with Tyco International, TE Connectivity Ltd. (TE Connectivity), and Mallinckrodt plc (Mallinckrodt) which relate to certain contingent tax liabilities.
On June 29, 2007, Covidien entered into the Tax Sharing Agreement, under which Covidien shares responsibility for certain of its, Tyco International’s and TE Connectivity’s income tax liabilities for periods prior to Covidien’s 2007 separation from Tyco International (2007 separation). Covidien, Tyco International and TE Connectivity share 42 percent, 27 percent, and 31 percent, respectively, of U.S. income tax liabilities that arise from adjustments made by tax authorities to Covidien's, Tyco International’s and TE Connectivity’s U.S. income tax returns, certain income tax liabilities arising from adjustments made by tax authorities to intercompany transactions or similar adjustments, and certain taxes attributable to internal transactions undertaken in anticipation of the 2007 separation. If Tyco International and TE Connectivity default on their obligations to the Company under the Tax Sharing Agreement, the Company would be liable for the entire amount of these liabilities. All costs and expenses associated with the management of these tax liabilities are being shared equally among the parties.
In connection with the 2007 separation, all tax liabilities associated with Covidien business became Covidien’s tax liabilities. Following Covidien’s spin-off of its Pharmaceuticals business to Covidien shareholders through a distribution of all the outstanding
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
ordinary shares of Mallinkrodt (2013 separation), Mallinckrodt became the primary obligor to the taxing authorities for the tax liabilities attributable to its subsidiaries, a significant portion of which relate to periods prior to the 2007 separation. However, Covidien remains the sole party subject to the Tax Sharing Agreement. Accordingly, Mallinckrodt does not share in the Company's liability to Tyco International and TE Connectivity, nor in the receivable that the Company has from Tyco International and TE Connectivity.
If any party to the Tax Sharing Agreement were to default in its obligation to another party to pay its share of the distribution taxes that arise as a result of no party’s fault, each non-defaulting party would be required to pay, equally with any other non-defaulting party, the amounts in default. In addition, if another party to the Tax Sharing Agreement that is responsible for all or a portion of an income tax liability were to default in its payment of such liability to a taxing authority, the Company could be legally liable under applicable tax law for such liabilities and be required to make additional tax payments. Accordingly, under certain circumstances, the Company may be obligated to pay amounts in excess of the Company’s agreed upon share of Covidien's, Tyco International’s and TE Connectivity’s tax liabilities.
The Company has used available information to develop its best estimates for certain assets and liabilities related to periods prior to the 2007 separation, including amounts subject to or impacted by the provisions of the Tax Sharing Agreement. The actual amounts that the Company may be required to ultimately accrue or pay under the Tax Sharing Agreement, however, could vary depending upon the outcome of the unresolved tax matters. Final determination of the balances will be made in subsequent periods, primarily related to certain pre-2007 separation tax liabilities and tax years open for examination. These balances will also be impacted by the filing of final or amended income tax returns in certain jurisdictions where those returns include a combination of Tyco International, Covidien and/or TE Connectivity legal entities for periods prior to the 2007 separation. The resolutions with the U.S. Tax Court and IRS Appeals for fiscal years 1997 through 2007 were finalized during May 2016. However, the Tax Sharing Agreement remains in place with respect to income tax liabilities that are not the subject of such resolution.
In conjunction with the 2013 separation, Mallinckrodt assumed the tax liabilities that are attributable to its subsidiaries, and Covidien indemnified Mallinckrodt to the extent that such tax liabilities arising from periods prior to 2013 exceed $200 million, net of certain tax benefits realized. In addition, in connection with the 2013 separation, Covidien entered into certain other guarantee commitments and indemnifications with Mallinckrodt.
Except as described above in this note or for certain income tax related matters, the Company has not recognized an expense related to losses in connection with these matters because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.
In the normal course of business, the Company and/or its affiliates periodically enter into agreements that require one or more of them to indemnify customers or suppliers for specific risks, such as claims for injury or property damage arising out of the Company or its affiliates’ products or the negligence of any of their personnel or claims alleging that any of their products infringe third-party patents or other intellectual property. The Company’s maximum exposure under these indemnification provisions is unable to be estimated, and the Company has not accrued any liabilities within the consolidated financial statements. Historically, the Company has not experienced significant losses on these types of indemnifications.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
- Quarterly Financial Data (unaudited)
| (in millions, except per share data) | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Fiscal Year | ||||||||||||||||
| Net sales | |||||||||||||||||||||
| 2017 | $ | 7,166 | $ | 7,345 | $ | 7,283 | $ | 7,916 | $ | 29,710 | |||||||||||
| 2016 | 7,274 | 7,058 | 6,934 | 7,567 | 28,833 | ||||||||||||||||
| Gross profit | |||||||||||||||||||||
| 2017 | $ | 4,905 | $ | 5,019 | $ | 5,015 | $ | 5,480 | $ | 20,419 | |||||||||||
| 2016 | 4,818 | 4,876 | 4,793 | 5,204 | 19,691 | ||||||||||||||||
| Net income | |||||||||||||||||||||
| 2017 | $ | 929 | $ | 1,111 | $ | 820 | $ | 1,164 | $ | 4,024 | |||||||||||
| 2016 | 820 | 520 | 1,095 | 1,104 | 3,538 | ||||||||||||||||
| Net income attributable to Medtronic | |||||||||||||||||||||
| 2017 | $ | 929 | $ | 1,115 | $ | 821 | $ | 1,163 | $ | 4,028 | |||||||||||
| 2016 | 820 | 520 | 1,095 | 1,104 | 3,538 | ||||||||||||||||
| Basic earnings per share | |||||||||||||||||||||
| 2017 | $ | 0.67 | $ | 0.81 | $ | 0.60 | $ | 0.85 | 2.92 | ||||||||||||
| 2016 | 0.58 | 0.37 | 0.78 | 0.79 | 2.51 | ||||||||||||||||
| Diluted earnings per share | |||||||||||||||||||||
| 2017 | $ | 0.66 | $ | 0.80 | $ | 0.59 | $ | 0.84 | 2.89 | ||||||||||||
| 2016 | 0.57 | 0.36 | 0.77 | 0.78 | 2.48 |
The data in the schedule above has been intentionally rounded to the nearest million, and therefore, the quarterly amounts may not sum to the fiscal year-to-date amounts.
- Segment and Geographic Information
The Company’s management evaluates performance and allocates resources based on income before interest expense, net, the provision for income taxes and amortization of intangible assets, not including centralized distribution costs and corporate charges, as presented in the table below. The accounting policies of the reportable segments are the same as those described in Note 1. The financial information that is regularly reviewed by the Company's chief operating decision maker to assess performance and allocate resources changed during fiscal year 2017. As a result, the Company has revised the disclosure for prior periods to align with current presentation.
The Company’s Cardiac and Vascular Group consists of three divisions: Cardiac Rhythm & Heart Failure, Coronary & Structural Heart, and Aortic & Peripheral Vascular. The primary products sold by this operating segment include products for cardiac rhythm disorders and cardiovascular disease, as well as services to diagnose, treat, and manage heart and vascular-related disorders and diseases. The products produced by this operating segment require highly-skilled, technical manufacturing processes and are distributed through direct sales representatives in the U.S. and through direct sales representatives and indirect distributors outside of the U.S. Further, the primary customers of this operating segment are surgeons and specialists and the regulatory approval process for the Cardiac and Vascular Group is similar across all divisions.
The Company’s Minimally Invasive Therapies Group consists of two divisions: Surgical Solutions and Patient Monitoring & Recovery. The primary products sold by this operating segment include those which enhance patient outcomes through minimally invasive solutions. These products include those for advanced and general surgical care and patient monitoring, patient care, renal care, and airway and ventilation. Further, the regulatory approval process for the Minimally Invasive Therapies Group is similar across all divisions.
In the first quarter of fiscal year 2017, the Company realigned the divisions within the Restorative Therapies Group. The Company’s Restorative Therapies Group consists of four divisions: Spine, Brain Therapies, Specialty Therapies, and Pain Therapies. The primary customers of this operating segment include spinal surgeons, neurosurgeons, and pain specialists. The products sold by this operating segment are distributed through direct sales representatives in the U.S. and through direct sales representatives and
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
indirect distributors outside of the U.S. Further, the regulatory approval process for the Restorative Therapies Group is similar across all divisions.
The primary products sold by the Company’s Diabetes Group include those for diabetes management, and the regulatory approval process for the Diabetes Group is similar across all divisions.
Net sales of the Company’s reportable segments include end-customer revenues from the sale of products each reportable segment develops and manufactures or distributes. Segment disclosures are on a performance basis consistent with internal management reporting. Certain items are at corporate and centralized and are not allocated to the segments. Net sales and earnings before other adjustments by reportable segment are as follows:
| Fiscal Year | |||||||||||
| (in millions) | 2017 | 2016 | 2015 | ||||||||
| Cardiac and Vascular Group | $ | 10,498 | $ | 10,196 | $ | 9,361 | |||||
| Minimally Invasive Therapies Group | 9,919 | 9,563 | 2,387 | ||||||||
| Restorative Therapies Group | 7,366 | 7,210 | 6,751 | ||||||||
| Diabetes Group | 1,927 | 1,864 | 1,762 | ||||||||
| Total | $ | 29,710 | $ | 28,833 | $ | 20,261 |
| Fiscal Year | |||||||||||
| (in millions) | 2017 | 2016 | 2015 | ||||||||
| Cardiac and Vascular Group | $ | 4,134 | $ | 3,986 | $ | 3,836 | |||||
| Minimally Invasive Therapies Group | 3,434 | 3,373 | 775 | ||||||||
| Restorative Therapies Group | 2,868 | 2,671 | 2,445 | ||||||||
| Diabetes Group | 690 | 667 | 663 | ||||||||
| Reportable segments' EBITA before other adjustments(1) | 11,126 | 10,697 | 7,719 | ||||||||
| Impact of inventory step-up | (38 | ) | (226 | ) | (623 | ) | |||||
| Impact of product technology upgrade commitment | — | — | (74 | ) | |||||||
| Special charge (gain), net | (100 | ) | (70 | ) | 38 | ||||||
| Restructuring charges, net (2) | (373 | ) | (299 | ) | (252 | ) | |||||
| Certain litigation charges | (300 | ) | (26 | ) | (42 | ) | |||||
| Acquisition-related items (2) | (230 | ) | (283 | ) | (550 | ) | |||||
| Amortization of intangible assets | (1,980 | ) | (1,931 | ) | (733 | ) | |||||
| Centralized distribution costs | (1,543 | ) | (1,177 | ) | (794 | ) | |||||
| Interest expense, net | (728 | ) | (955 | ) | (280 | ) | |||||
| Corporate | (1,232 | ) | (1,394 | ) | (923 | ) | |||||
| Income before provision for income taxes | $ | 4,602 | $ | 4,336 | $ | 3,486 |
| (1) | Represents earnings by segment before interest expense, net, amortization of intangible assets, corporate charges, and centralized distribution costs. |
| (2) | Restructuring charges, net and acquisition-related items within this table include the impact of amounts recognized within cost of products sold in the consolidated statements of income. |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
The following table presents the Company’s assets by reportable segment:
| (in millions) | April 28, 2017 | April 29, 2016 | |||||
| Cardiac and Vascular Group | $ | 15,192 | $ | 13,563 | |||
| Minimally Invasive Therapies Group(1) | 49,249 | 52,227 | |||||
| Restorative Therapies Group | 15,441 | 14,564 | |||||
| Diabetes Group | 2,641 | 2,592 | |||||
| Total assets of reportable segments | 82,523 | 82,946 | |||||
| Corporate | 17,293 | 16,698 | |||||
| Total Assets | $ | 99,816 | $ | 99,644 |
| (1) | Assets of $6.3 billion classified as held for sale were included within Minimally Invasive Therapies Group at April 28, 2017. |
Geographic Information
The following table presents net sales to external customers and property, plant, and equipment, net by geographic region:
| Net sales to external customers | Property, plant, and equipment, net | ||||||||||||||||||
| (in millions) | 2017 | 2016 | 2015 | April 28, 2017 | April 29, 2016 | ||||||||||||||
| Americas(1) | $ | 17,939 | $ | 17,578 | $ | 12,125 | $ | 3,270 | $ | 3,728 | |||||||||
| EMEA(2) | 6,739 | 6,700 | 5,064 | 709 | 708 | ||||||||||||||
| Asia Pacific | 3,443 | 3,060 | 2,059 | 192 | 220 | ||||||||||||||
| Greater China | 1,589 | 1,495 | 1,013 | 190 | 185 | ||||||||||||||
| Consolidated | $ | 29,710 | $ | 28,833 | $ | 20,261 | $ | 4,361 | $ | 4,841 |
| (1) | The U.S., which is included in the Americas, had net sales to external customers of $16.7 billion, $16.4 billion, and $11.3 billion in fiscal years 2017, 2016, and 2015, respectively. Property, plant, and equipment, net includes $2.5 billion and $3.3 billion in the U.S. in fiscal years 2017 and 2016, respectively. |
| (2) | EMEA consists of the following regions: Europe, Middle East, and Africa. Sales to Ireland were insignificant during all periods presented. Property, plant, and equipment, net includes $171 million and $169 million in Ireland in fiscal years 2017 and 2016, respectively. |
No single customer represented over 10 percent of the Company’s consolidated net sales in fiscal years 2017, 2016, or 2015.
- Guarantor Financial Information
On January 26, 2015, Medtronic plc and Medtronic Global Holdings S.C.A. (Medtronic Luxco), a wholly-owned subsidiary guarantor, each provided a full and unconditional guarantee of the obligations of Medtronic, Inc. under the Medtronic 2015 Senior Notes (Medtronic Senior Notes). In addition, Medtronic plc and Medtronic Luxco each provided a full and unconditional guarantee of the obligations of CIFSA, assumed as part of the Covidien acquisition, under the CIFSA Senior Notes. The guarantees of the CIFSA Senior Notes were in addition to the guarantees of the CIFSA Senior Notes by acquired Covidien holding companies Covidien Ltd. (formerly known as Covidien plc) and Covidien Group Holdings Ltd. (formerly known as Covidien Ltd.), both of which remain wholly-owned guarantors of the CIFSA Senior Notes.
Medtronic Luxco issued two tranches of Senior Notes (Medtronic Luxco Senior Notes) in March 2017. Effective March 28, 2017, Medtronic plc and Medtronic, Inc. each provided a full and unconditional guarantee of the obligations of Medtronic Luxco under the Medtronic Luxco Senior Notes.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
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 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 presents the Company’s consolidating statements of comprehensive income and condensed consolidating statements of cash flows as of and for the fiscal years ended April 28, 2017, April 29, 2016, and April 24, 2015, and condensed consolidating balance sheets at April 28, 2017 and April 29, 2016. The guarantees provided by the Parent Company Guarantor and Subsidiary Guarantors are joint and several. Condensed consolidating financial information for Medtronic plc, Medtronic Luxco, Medtronic, Inc., CIFSA, and CIFSA Subsidiary Guarantors, on a stand-alone basis, is presented using the equity method of accounting for subsidiaries.
During 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.
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 19 in the Company’s Annual Report on 10-K for fiscal year 2016 due to an incorrect presentation of the equity in net (income) loss of subsidiaries balances for the fiscal year ended April 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 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 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.
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 fiscal year 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 total equity in the 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 total equity in the 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.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
The Company made revisions to the condensed consolidating balance sheets of the guarantees of the Medtronic Senior Notes and CIFSA Notes as previously presented in Note 19 in the Company’s Annual Report on Form 10-K for fiscal year 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 Medtronic plc column and decreased the investment in subsidiaries and total equity balances in the Medtronic Luxco and CIFSA Subsidiary Guarantors column in the condensed consolidating balance sheets of the guarantees of the Medtronic Senior Notes and CIFSA Senior Notes, respectively, decreased the intercompany receivable and total equity balances in Medtronic, Inc. column in the condensed consolidating balance sheets of the guarantees of the Medtronic Senior Notes, and decreased the intercompany receivable and total 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.
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Consolidating Statement of Comprehensive Income
Fiscal Year Ended April 28, 2017
Medtronic Senior Notes and Medtronic Luxco Senior Notes
| (in millions) | Medtronic plc | Medtronic, Inc. | Medtronic Luxco | Subsidiary Non-guarantors | Consolidating Adjustments | Total | |||||||||||||||||
| Net sales | $ | — | $ | 1,296 | $ | — | $ | 29,708 | $ | (1,294 | ) | $ | 29,710 | ||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of products sold | — | 932 | — | 9,676 | (1,317 | ) | 9,291 | ||||||||||||||||
| Research and development expense | — | 636 | — | 1,557 | — | 2,193 | |||||||||||||||||
| Selling, general, and administrative expense | 12 | 1,163 | — | 8,536 | — | 9,711 | |||||||||||||||||
| Special charge (gain), net | — | 100 | — | — | — | 100 | |||||||||||||||||
| Restructuring charges, net | — | 114 | — | 249 | — | 363 | |||||||||||||||||
| Certain litigation charges | — | — | — | 300 | — | 300 | |||||||||||||||||
| Acquisition-related items | — | 133 | — | 87 | — | 220 | |||||||||||||||||
| Amortization of intangible assets | — | 11 | — | 1,969 | — | 1,980 | |||||||||||||||||
| Other expense (income), net | 18 | (2,954 | ) | — | 3,158 | — | 222 | ||||||||||||||||
| Operating (loss) profit | (30 | ) | 1,161 | — | 4,176 | 23 | 5,330 | ||||||||||||||||
| Interest income | — | (250 | ) | (649 | ) | (1,065 | ) | 1,598 | (366 | ) | |||||||||||||
| Interest expense | 113 | 1,652 | 62 | 865 | (1,598 | ) | 1,094 | ||||||||||||||||
| Interest expense (income), net | 113 | 1,402 | (587 | ) | (200 | ) | — | 728 | |||||||||||||||
| Equity in net (income) loss of subsidiaries | (4,163 | ) | (2,484 | ) | (3,576 | ) | — | 10,223 | — | ||||||||||||||
| Income (loss) from operations before income taxes | 4,020 | 2,243 | 4,163 | 4,376 | (10,200 | ) | 4,602 | ||||||||||||||||
| Provision (benefit) for income taxes | (8 | ) | (1 | ) | — | 587 | — | 578 | |||||||||||||||
| Net income | 4,028 | 2,244 | 4,163 | 3,789 | (10,200 | ) | 4,024 | ||||||||||||||||
| Net loss attributable to noncontrolling interests | — | — | — | 4 | — | 4 | |||||||||||||||||
| Net income attributable to Medtronic | 4,028 | 2,244 | 4,163 | 3,793 | (10,200 | ) | 4,028 | ||||||||||||||||
| Other comprehensive (loss) income, net of tax | (745 | ) | 111 | (745 | ) | (928 | ) | 1,563 | (744 | ) | |||||||||||||
| Other comprehensive loss attributable to non-controlling interests | — | — | — | 3 | — | 3 | |||||||||||||||||
| Total comprehensive income (loss) attributable to Medtronic | $ | 3,283 | $ | 2,355 | $ | 3,418 | $ | 2,864 | $ | (8,637 | ) | $ | 3,283 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Consolidating Statement of Comprehensive Income
Fiscal Year Ended April 29, 2016
Medtronic Senior Notes
| (in millions) | Medtronic plc | Medtronic, Inc. | Medtronic Luxco | Subsidiary Non-guarantors | Consolidating Adjustments | Total | |||||||||||||||||
| Net sales | $ | — | $ | 1,411 | $ | — | $ | 28,832 | $ | (1,410 | ) | $ | 28,833 | ||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of products sold | — | 991 | — | 9,561 | (1,410 | ) | 9,142 | ||||||||||||||||
| Research and development expense | — | 627 | — | 1,597 | — | 2,224 | |||||||||||||||||
| Selling, general, and administrative expense | 10 | 991 | — | 8,468 | — | 9,469 | |||||||||||||||||
| Special charge (gain), net | — | 70 | — | — | — | 70 | |||||||||||||||||
| Restructuring charges, net | — | 17 | — | 273 | — | 290 | |||||||||||||||||
| Certain litigation charges | — | — | — | 26 | — | 26 | |||||||||||||||||
| Acquisition-related items | — | 135 | — | 148 | — | 283 | |||||||||||||||||
| Amortization of intangible assets | — | 12 | — | 1,919 | — | 1,931 | |||||||||||||||||
| Other expense (income), net | 112 | (2,329 | ) | — | 2,324 | — | 107 | ||||||||||||||||
| Operating (loss) profit | (122 | ) | 897 | — | 4,516 | — | 5,291 | ||||||||||||||||
| Interest income | — | (237 | ) | (706 | ) | (448 | ) | 960 | (431 | ) | |||||||||||||
| Interest expense | 25 | 1,906 | 10 | 405 | (960 | ) | 1,386 | ||||||||||||||||
| Interest expense (income), net | 25 | 1,669 | (696 | ) | (43 | ) | — | 955 | |||||||||||||||
| Equity in net (income) loss of subsidiaries | (3,676 | ) | (2,447 | ) | (2,980 | ) | — | 9,103 | — | ||||||||||||||
| Income (loss) from operations before income taxes | 3,529 | 1,675 | 3,676 | 4,559 | (9,103 | ) | 4,336 | ||||||||||||||||
| Provision (benefit) for income taxes | (9 | ) | (96 | ) | — | 903 | — | 798 | |||||||||||||||
| Net income | 3,538 | 1,771 | 3,676 | 3,656 | (9,103 | ) | 3,538 | ||||||||||||||||
| Other comprehensive (loss) income, net of tax | (684 | ) | (493 | ) | (684 | ) | (673 | ) | 1,850 | (684 | ) | ||||||||||||
| Total comprehensive income (loss) | $ | 2,854 | $ | 1,278 | $ | 2,992 | $ | 2,983 | $ | (7,253 | ) | $ | 2,854 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Consolidating Statement of Comprehensive Income
Fiscal Year Ended April 24, 2015
Medtronic Senior Notes
| (in millions) | Medtronic plc | Medtronic, Inc. | Medtronic Luxco | Subsidiary Non-guarantors | Consolidating Adjustments | Total | |||||||||||||||||
| Net sales | $ | — | $ | 1,261 | $ | — | $ | 20,261 | $ | (1,261 | ) | $ | 20,261 | ||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of products sold | — | 895 | — | 6,659 | (1,245 | ) | 6,309 | ||||||||||||||||
| Research and development expense | — | 552 | — | 1,088 | — | 1,640 | |||||||||||||||||
| Selling, general, and administrative expense | 1 | 857 | — | 6,046 | — | 6,904 | |||||||||||||||||
| Special charge (gain), net | — | 100 | — | (138 | ) | — | (38 | ) | |||||||||||||||
| Restructuring charges, net | — | 7 | — | 230 | — | 237 | |||||||||||||||||
| Certain litigation charges | — | — | — | 42 | — | 42 | |||||||||||||||||
| Acquisition-related items | — | 312 | — | 238 | — | 550 | |||||||||||||||||
| Amortization of intangible assets | — | 11 | — | 722 | — | 733 | |||||||||||||||||
| Other expense (income), net | 103 | (1,618 | ) | — | 1,633 | — | 118 | ||||||||||||||||
| Operating (loss) profit | (104 | ) | 145 | — | 3,741 | (16 | ) | 3,766 | |||||||||||||||
| Interest income | — | (56 | ) | (170 | ) | (387 | ) | 227 | (386 | ) | |||||||||||||
| Interest expense | — | 762 | — | 131 | (227 | ) | 666 | ||||||||||||||||
| Interest expense (income), net | — | 706 | (170 | ) | (256 | ) | — | 280 | |||||||||||||||
| Equity in net (income) loss of subsidiaries | (2,790 | ) | (5,500 | ) | (2,620 | ) | — | 10,910 | — | ||||||||||||||
| Income (loss) from operations before income taxes | 2,686 | 4,939 | 2,790 | 3,997 | (10,926 | ) | 3,486 | ||||||||||||||||
| Provision (benefit) for income taxes | 11 | (44 | ) | — | 844 | — | 811 | ||||||||||||||||
| Net income | 2,675 | 4,983 | 2,790 | 3,153 | (10,926 | ) | 2,675 | ||||||||||||||||
| Other comprehensive income (loss), net of tax | (587 | ) | (542 | ) | (587 | ) | (232 | ) | 1,361 | (587 | ) | ||||||||||||
| Total comprehensive income (loss) | $ | 2,088 | $ | 4,441 | $ | 2,203 | $ | 2,921 | $ | (9,565 | ) | $ | 2,088 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Condensed Consolidating Balance Sheet
April 28, 2017
Medtronic Senior Notes and Medtronic Luxco Senior Notes
| (in millions) | Medtronic plc | Medtronic, Inc. | Medtronic Luxco | Subsidiary Non-guarantors | Consolidating Adjustments | Total | |||||||||||||||||
| ASSETS | |||||||||||||||||||||||
| Current assets: | |||||||||||||||||||||||
| Cash and cash equivalents | $ | — | $ | 45 | $ | 5 | $ | 4,917 | $ | — | $ | 4,967 | |||||||||||
| Investments | — | — | — | 8,741 | — | 8,741 | |||||||||||||||||
| Accounts receivable, net | — | — | — | 5,591 | — | 5,591 | |||||||||||||||||
| Inventories, net | — | 155 | — | 3,361 | (178 | ) | 3,338 | ||||||||||||||||
| Intercompany receivable | 63 | — | — | 12,618 | (12,681 | ) | — | ||||||||||||||||
| Prepaid expenses and other current assets | 10 | 227 | — | 1,628 | — | 1,865 | |||||||||||||||||
| Current assets held for sale | — | — | — | 371 | — | 371 | |||||||||||||||||
| Total current assets | 73 | 427 | 5 | 37,227 | (12,859 | ) | 24,873 | ||||||||||||||||
| Property, plant and equipment, net | — | 1,311 | — | 3,050 | — | 4,361 | |||||||||||||||||
| Goodwill | — | — | — | 38,515 | — | 38,515 | |||||||||||||||||
| Other intangible assets, net | — | 20 | — | 23,387 | — | 23,407 | |||||||||||||||||
| Tax assets | — | 727 | — | 782 | — | 1,509 | |||||||||||||||||
| Investment in subsidiaries | 55,833 | 71,931 | 52,618 | — | (180,382 | ) | — | ||||||||||||||||
| Intercompany loans receivable | 3,000 | 12,162 | 16,114 | 32,774 | (64,050 | ) | — | ||||||||||||||||
| Other assets | — | 434 | — | 798 | — | 1,232 | |||||||||||||||||
| Noncurrent assets held for sale | — | — | — | 5,919 | — | 5,919 | |||||||||||||||||
| Total assets | $ | 58,906 | $ | 87,012 | $ | 68,737 | $ | 142,452 | $ | (257,291 | ) | $ | 99,816 | ||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||||||||||
| Current liabilities: | |||||||||||||||||||||||
| Current debt obligations | $ | — | $ | 5,000 | $ | 901 | $ | 1,619 | $ | — | $ | 7,520 | |||||||||||
| Accounts payable | — | 304 | — | 1,427 | — | 1,731 | |||||||||||||||||
| Intercompany payable | 12 | 12,669 | — | — | (12,681 | ) | — | ||||||||||||||||
| Accrued compensation | 9 | 734 | — | 1,117 | — | 1,860 | |||||||||||||||||
| Accrued income taxes | 13 | — | — | 620 | — | 633 | |||||||||||||||||
| Other accrued expenses | — | 352 | 4 | 2,086 | — | 2,442 | |||||||||||||||||
| Current liabilities held for sale | — | — | — | 34 | — | 34 | |||||||||||||||||
| Total current liabilities | 34 | 19,059 | 905 | 6,903 | (12,681 | ) | 14,220 | ||||||||||||||||
| Long-term debt | — | 21,782 | 1,842 | 2,297 | — | 25,921 | |||||||||||||||||
| Accrued compensation and retirement benefits | — | 1,120 | — | 521 | — | 1,641 | |||||||||||||||||
| Accrued income taxes | 10 | 1,658 | — | 737 | — | 2,405 | |||||||||||||||||
| Intercompany loans payable | 8,568 | 13,151 | 17,160 | 25,171 | (64,050 | ) | — | ||||||||||||||||
| Deferred tax liabilities | — | — | — | 2,978 | — | 2,978 | |||||||||||||||||
| Other liabilities | — | 153 | — | 1,362 | — | 1,515 | |||||||||||||||||
| Noncurrent liabilities held for sale | — | — | — | 720 | — | 720 | |||||||||||||||||
| Total liabilities | 8,612 | 56,923 | 19,907 | 40,689 | (76,731 | ) | 49,400 | ||||||||||||||||
| Shareholders’ equity | 50,294 | 30,089 | 48,830 | 101,641 | (180,560 | ) | 50,294 | ||||||||||||||||
| Noncontrolling interests | — | — | — | 122 | — | 122 | |||||||||||||||||
| Total equity | 50,294 | 30,089 | 48,830 | 101,763 | (180,560 | ) | 50,416 | ||||||||||||||||
| Total liabilities and equity | $ | 58,906 | $ | 87,012 | $ | 68,737 | $ | 142,452 | $ | (257,291 | ) | $ | 99,816 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Condensed Consolidating Balance Sheet
April 29, 2016
Medtronic Senior Notes
| (in millions) | Medtronic plc | Medtronic, Inc. | Medtronic Luxco | 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, net | — | 162 | — | 3,511 | (200 | ) | 3,473 | ||||||||||||||||
| Intercompany receivable | 403 | 141,368 | — | 162,278 | (304,049 | ) | — | ||||||||||||||||
| Prepaid expenses and 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 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 | |||||||||||||||||
| 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 equity | 52,063 | 29,019 | 45,604 | 96,786 | (171,409 | ) | 52,063 | ||||||||||||||||
| Total liabilities and equity | $ | 56,035 | $ | 222,009 | $ | 59,901 | $ | 277,384 | $ | (515,685 | ) | $ | 99,644 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended April 28, 2017
Medtronic Senior Notes and Medtronic Luxco Senior Notes
| (in millions) | Medtronic plc | Medtronic, Inc. | Medtronic Luxco | Subsidiary Non-guarantors | Consolidating Adjustments | Total | |||||||||||||||||
| Operating Activities: | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 842 | $ | 1,902 | $ | 302 | $ | 4,721 | $ | (887 | ) | $ | 6,880 | ||||||||||
| Investing Activities: | |||||||||||||||||||||||
| Acquisitions, net of cash acquired | — | (940 | ) | — | (384 | ) | — | (1,324 | ) | ||||||||||||||
| Additions to property, plant, and equipment | — | (369 | ) | — | (885 | ) | — | (1,254 | ) | ||||||||||||||
| Purchases of investments | — | — | — | (4,533 | ) | 162 | (4,371 | ) | |||||||||||||||
| Sales and maturities of investments | — | 210 | — | 5,308 | (162 | ) | 5,356 | ||||||||||||||||
| Net (increase) decrease in intercompany loans receivable | — | (3,278 | ) | (5,911 | ) | (4,624 | ) | 13,813 | — | ||||||||||||||
| Capital contributions paid | — | (248 | ) | — | — | 248 | — | ||||||||||||||||
| Other investing activities, net | — | — | — | 22 | — | 22 | |||||||||||||||||
| Net cash (used in) provided by investing activities | — | (4,625 | ) | (5,911 | ) | (5,096 | ) | 14,061 | (1,571 | ) | |||||||||||||
| Financing Activities: | |||||||||||||||||||||||
| Acquisition-related contingent consideration | — | — | — | (69 | ) | — | (69 | ) | |||||||||||||||
| Change in current debt obligations, net | — | — | 901 | 5 | — | 906 | |||||||||||||||||
| Repayment of short-term borrowings (maturities greater than 90 days) | — | — | — | (2 | ) | — | (2 | ) | |||||||||||||||
| Proceeds from short-term borrowings (maturities greater than 90 days) | — | — | — | 12 | — | 12 | |||||||||||||||||
| Issuance of long-term debt | — | 150 | 1,850 | 140 | — | 2,140 | |||||||||||||||||
| Payments on long-term debt | — | (500 | ) | — | (363 | ) | — | (863 | ) | ||||||||||||||
| Dividends to shareholders | (2,376 | ) | — | — | — | — | (2,376 | ) | |||||||||||||||
| Issuance of ordinary shares | 428 | — | — | — | — | 428 | |||||||||||||||||
| Repurchase of ordinary shares | (3,544 | ) | — | — | — | — | (3,544 | ) | |||||||||||||||
| Net intercompany loan borrowings (repayments) | 4,650 | 3,023 | 2,863 | 3,277 | (13,813 | ) | — | ||||||||||||||||
| Intercompany dividends paid | — | — | — | (887 | ) | 887 | — | ||||||||||||||||
| Capital contributions received | — | — | — | 248 | (248 | ) | — | ||||||||||||||||
| Other financing activities | — | 40 | — | 45 | — | 85 | |||||||||||||||||
| Net cash (used in) provided by financing activities | (842 | ) | 2,713 | 5,614 | 2,406 | (13,174 | ) | (3,283 | ) | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | — | — | — | 65 | — | 65 | |||||||||||||||||
| Net change in cash and cash equivalents | — | (10 | ) | 5 | 2,096 | — | 2,091 | ||||||||||||||||
| Cash and cash equivalents at beginning of period | — | 55 | — | 2,821 | — | 2,876 | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | — | $ | 45 | $ | 5 | $ | 4,917 | $ | — | $ | 4,967 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended April 29, 2016
Medtronic Senior Notes
| (in millions) | Medtronic plc | Medtronic, Inc. | Medtronic Luxco | Subsidiary Non-guarantors | Consolidating Adjustments | Total | |||||||||||||||||
| Operating Activities: | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 297 | $ | 402 | $ | 696 | $ | 4,635 | $ | (812 | ) | $ | 5,218 | ||||||||||
| Investing Activities: | |||||||||||||||||||||||
| Acquisitions, net of cash acquired | — | (526 | ) | — | (687 | ) | — | (1,213 | ) | ||||||||||||||
| Additions to property, plant, and equipment | — | (334 | ) | — | (712 | ) | — | (1,046 | ) | ||||||||||||||
| Purchases of investments | — | — | — | (5,406 | ) | — | (5,406 | ) | |||||||||||||||
| Sales and maturities of investments | — | — | — | 9,924 | — | 9,924 | |||||||||||||||||
| Net (increase) decrease in intercompany loans receivable | — | (2,368 | ) | (203 | ) | (7,921 | ) | 10,492 | — | ||||||||||||||
| Capital contributions paid | — | (11 | ) | (4,959 | ) | (4,900 | ) | 9,870 | — | ||||||||||||||
| Other investing activities, net | — | — | — | (14 | ) | — | (14 | ) | |||||||||||||||
| Net cash (used in) provided by investing activities | — | (3,239 | ) | (5,162 | ) | (9,716 | ) | 20,362 | 2,245 | ||||||||||||||
| Financing Activities: | |||||||||||||||||||||||
| Acquisition-related contingent consideration | — | — | — | (22 | ) | — | (22 | ) | |||||||||||||||
| Change in current debt obligations, net | — | — | — | 7 | — | 7 | |||||||||||||||||
| Repayment of short-term borrowings (maturities greater than 90 days) | — | — | (139 | ) | — | — | (139 | ) | |||||||||||||||
| Proceeds from short-term borrowings (maturities greater than 90 days) | — | — | 139 | — | — | 139 | |||||||||||||||||
| Payments on long-term debt | — | (2,988 | ) | — | (2,144 | ) | — | (5,132 | ) | ||||||||||||||
| Dividends to shareholders | (2,139 | ) | — | — | — | — | (2,139 | ) | |||||||||||||||
| Issuance of ordinary shares | 491 | — | — | — | — | 491 | |||||||||||||||||
| Repurchase of ordinary shares | (2,830 | ) | — | — | — | — | (2,830 | ) | |||||||||||||||
| Net intercompany loan borrowings (repayments) | 3,918 | (91 | ) | 4,296 | 2,369 | (10,492 | ) | — | |||||||||||||||
| Intercompany dividends paid | — | — | — | (812 | ) | 812 | — | ||||||||||||||||
| Capital contributions received | — | 4,900 | — | 4,970 | (9,870 | ) | — | ||||||||||||||||
| Other financing activities | — | — | — | 82 | — | 82 | |||||||||||||||||
| Net cash (used in) provided by financing activities | (560 | ) | 1,821 | 4,296 | 4,450 | (19,550 | ) | (9,543 | ) | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | — | — | — | 113 | — | 113 | |||||||||||||||||
| Net change in cash and cash equivalents | (263 | ) | (1,016 | ) | (170 | ) | (518 | ) | — | (1,967 | ) | ||||||||||||
| Cash and cash equivalents at beginning of period | 263 | 1,071 | 170 | 3,339 | — | 4,843 | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | — | $ | 55 | $ | — | $ | 2,821 | $ | — | $ | 2,876 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended April 24, 2015
Medtronic Senior Notes
| (in millions) | Medtronic plc | Medtronic, Inc. | Medtronic Luxco | Subsidiary Non-guarantors | Consolidating Adjustments | Total | |||||||||||||||||
| Operating Activities: | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 26 | $ | 1,479 | $ | 170 | $ | 3,640 | $ | (413 | ) | $ | 4,902 | ||||||||||
| Investing Activities: | |||||||||||||||||||||||
| Acquisitions, net of cash acquired | (9,700 | ) | (65 | ) | — | (5,119 | ) | — | (14,884 | ) | |||||||||||||
| Additions to property, plant, and equipment | — | (187 | ) | — | (384 | ) | — | (571 | ) | ||||||||||||||
| Purchases of investments | — | — | — | (7,582 | ) | — | (7,582 | ) | |||||||||||||||
| Sales and maturities of investments | — | — | — | 5,890 | — | 5,890 | |||||||||||||||||
| Net (increase) decrease in intercompany loans receivable | — | (16,996 | ) | — | 53 | 16,943 | — | ||||||||||||||||
| Other investing activities, net | — | — | — | 89 | — | 89 | |||||||||||||||||
| Net cash (used in) provided by investing activities | (9,700 | ) | (17,248 | ) | — | (7,053 | ) | 16,943 | (17,058 | ) | |||||||||||||
| Financing Activities: | |||||||||||||||||||||||
| Acquisition-related contingent consideration | — | — | — | (85 | ) | — | (85 | ) | |||||||||||||||
| Change in current debt obligations, net | — | — | — | (1 | ) | — | (1 | ) | |||||||||||||||
| Repayment of short-term borrowings (maturities greater than 90 days) | — | (150 | ) | — | — | — | (150 | ) | |||||||||||||||
| Proceeds from short-term borrowings (maturities greater than 90 days) | — | 150 | — | — | — | 150 | |||||||||||||||||
| Issuance of long-term debt | — | 19,942 | — | — | — | 19,942 | |||||||||||||||||
| Payments on long-term debt | — | (1,268 | ) | — | — | — | (1,268 | ) | |||||||||||||||
| Dividends to shareholders | (435 | ) | (902 | ) | — | — | — | (1,337 | ) | ||||||||||||||
| Issuance of ordinary shares | 172 | 477 | — | — | — | 649 | |||||||||||||||||
| Repurchase of ordinary shares | (300 | ) | (1,620 | ) | — | — | — | (1,920 | ) | ||||||||||||||
| Net intercompany loan borrowings (repayments) | 10,500 | (53 | ) | — | 6,496 | (16,943 | ) | — | |||||||||||||||
| Intercompany dividends paid | — | — | — | (413 | ) | 413 | — | ||||||||||||||||
| Other financing activities | — | — | — | (31 | ) | — | (31 | ) | |||||||||||||||
| Net cash (used in) provided by financing activities | 9,937 | 16,576 | — | 5,966 | (16,530 | ) | 15,949 | ||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | — | — | — | (353 | ) | — | (353 | ) | |||||||||||||||
| Net change in cash and cash equivalents | 263 | 807 | 170 | 2,200 | — | 3,440 | |||||||||||||||||
| Cash and cash equivalents at beginning of period | — | 264 | — | 1,139 | — | 1,403 | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | 263 | $ | 1,071 | $ | 170 | $ | 3,339 | $ | — | $ | 4,843 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Consolidating Statement of Comprehensive Income
Fiscal Year Ended April 28, 2017
CIFSA Senior Notes
| (in millions) | Medtronic plc | CIFSA | CIFSA Subsidiary Guarantors | Subsidiary Non-guarantors | Consolidating Adjustments | Total | |||||||||||||||||
| Net sales | $ | — | $ | — | $ | — | $ | 29,710 | $ | — | $ | 29,710 | |||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of products sold | — | — | — | 9,291 | — | 9,291 | |||||||||||||||||
| Research and development expense | — | — | — | 2,193 | — | 2,193 | |||||||||||||||||
| Selling, general, and administrative expense | 12 | 1 | 2 | 9,696 | — | 9,711 | |||||||||||||||||
| Special charge (gain), net | — | — | — | 100 | — | 100 | |||||||||||||||||
| Restructuring charges, net | — | — | — | 363 | — | 363 | |||||||||||||||||
| Certain litigation charges | — | — | — | 300 | — | 300 | |||||||||||||||||
| Acquisition-related items | — | — | — | 220 | — | 220 | |||||||||||||||||
| Amortization of intangible assets | — | — | — | 1,980 | — | 1,980 | |||||||||||||||||
| Other expense (income), net | 18 | 1 | 4 | 199 | — | 222 | |||||||||||||||||
| Operating (loss) profit | (30 | ) | (2 | ) | (6 | ) | 5,368 | — | 5,330 | ||||||||||||||
| Interest income | — | (82 | ) | (656 | ) | (433 | ) | 805 | (366 | ) | |||||||||||||
| Interest expense | 113 | 104 | 62 | 1,620 | (805 | ) | 1,094 | ||||||||||||||||
| Interest expense (income), net | 113 | 22 | (594 | ) | 1,187 | — | 728 | ||||||||||||||||
| Equity in net (income) loss of subsidiaries | (4,163 | ) | (2,329 | ) | (3,575 | ) | — | 10,067 | — | ||||||||||||||
| Income (loss) from operations before income taxes | 4,020 | 2,305 | 4,163 | 4,181 | (10,067 | ) | 4,602 | ||||||||||||||||
| Provision (benefit) for income taxes | (8 | ) | — | — | 586 | — | 578 | ||||||||||||||||
| Net income | 4,028 | 2,305 | 4,163 | 3,595 | (10,067 | ) | 4,024 | ||||||||||||||||
| Net loss attributable to noncontrolling interests | — | — | — | 4 | — | 4 | |||||||||||||||||
| Net income attributable to Medtronic | 4,028 | 2,305 | 4,163 | 3,599 | (10,067 | ) | 4,028 | ||||||||||||||||
| Other comprehensive (loss) income, net of tax | (745 | ) | (84 | ) | (745 | ) | (744 | ) | 1,574 | (744 | ) | ||||||||||||
| Other comprehensive loss attributable to non-controlling interests | — | — | — | 3 | — | 3 | |||||||||||||||||
| Total comprehensive income (loss) attributable to Medtronic | $ | 3,283 | $ | 2,221 | $ | 3,418 | $ | 2,854 | $ | (8,493 | ) | $ | 3,283 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Consolidating Statement of Comprehensive Income
Fiscal Year Ended April 29, 2016
CIFSA Senior Notes
| (in millions) | Medtronic plc | CIFSA | CIFSA Subsidiary Guarantors | Subsidiary Non-guarantors | Consolidating Adjustments | Total | |||||||||||||||||
| Net sales | $ | — | $ | — | $ | — | $ | 28,833 | $ | — | $ | 28,833 | |||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of products sold | — | — | — | 9,142 | — | 9,142 | |||||||||||||||||
| Research and development expense | — | — | — | 2,224 | — | 2,224 | |||||||||||||||||
| Selling, general, and administrative expense | 10 | 1 | 3 | 9,455 | — | 9,469 | |||||||||||||||||
| Special charge (gain), net | — | — | — | 70 | — | 70 | |||||||||||||||||
| Restructuring charges, net | — | — | — | 290 | — | 290 | |||||||||||||||||
| Certain litigation charges | — | — | — | 26 | — | 26 | |||||||||||||||||
| Acquisition-related items | — | — | — | 283 | — | 283 | |||||||||||||||||
| Amortization of intangible assets | — | — | — | 1,931 | — | 1,931 | |||||||||||||||||
| Other expense (income), net | 112 | 1 | (18 | ) | 12 | — | 107 | ||||||||||||||||
| Operating (loss) profit | (122 | ) | (2 | ) | 15 | 5,400 | — | 5,291 | |||||||||||||||
| Interest income | — | (434 | ) | (710 | ) | (464 | ) | 1,177 | (431 | ) | |||||||||||||
| Interest expense | 25 | 138 | 10 | 2,390 | (1,177 | ) | 1,386 | ||||||||||||||||
| Interest expense (income), net | 25 | (296 | ) | (700 | ) | 1,926 | — | 955 | |||||||||||||||
| Equity in net (income) loss of subsidiaries | (3,676 | ) | (2,043 | ) | (2,961 | ) | — | 8,680 | — | ||||||||||||||
| Income (loss) from operations before income taxes | 3,529 | 2,337 | 3,676 | 3,474 | (8,680 | ) | 4,336 | ||||||||||||||||
| Provision (benefit) for income taxes | (9 | ) | — | — | 807 | — | 798 | ||||||||||||||||
| Net income | 3,538 | 2,337 | 3,676 | 2,667 | (8,680 | ) | 3,538 | ||||||||||||||||
| Other comprehensive (loss) income, net of tax | (684 | ) | (102 | ) | (684 | ) | (684 | ) | 1,470 | (684 | ) | ||||||||||||
| Total comprehensive income (loss) | $ | 2,854 | $ | 2,235 | $ | 2,992 | $ | 1,983 | $ | (7,210 | ) | $ | 2,854 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Consolidating Statement of Comprehensive Income
Fiscal Year Ended April 24, 2015
CIFSA Senior Notes
| (in millions) | Medtronic plc | CIFSA | CIFSA Subsidiary Guarantors | Subsidiary Non-guarantors | Consolidating Adjustments | Total | |||||||||||||||||
| Net sales | $ | — | $ | — | $ | — | $ | 20,261 | $ | — | $ | 20,261 | |||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of products sold | — | — | — | 6,309 | — | 6,309 | |||||||||||||||||
| Research and development expense | — | — | — | 1,640 | — | 1,640 | |||||||||||||||||
| Selling, general, and administrative expense | 1 | — | 21 | 6,882 | — | 6,904 | |||||||||||||||||
| Special charge (gain), net | — | — | — | (38 | ) | — | (38 | ) | |||||||||||||||
| Restructuring charges, net | — | — | — | 237 | — | 237 | |||||||||||||||||
| Certain litigation charges | — | — | — | 42 | — | 42 | |||||||||||||||||
| Acquisition-related items | — | — | — | 550 | — | 550 | |||||||||||||||||
| Amortization of intangible assets | — | — | — | 733 | — | 733 | |||||||||||||||||
| Other expense (income), net | 103 | — | 26 | (11 | ) | — | 118 | ||||||||||||||||
| Operating (loss) profit | (104 | ) | — | (47 | ) | 3,917 | — | 3,766 | |||||||||||||||
| Interest income | — | (149 | ) | (170 | ) | (386 | ) | 319 | (386 | ) | |||||||||||||
| Interest expense | — | 29 | — | 956 | (319 | ) | 666 | ||||||||||||||||
| Interest expense (income), net | — | (120 | ) | (170 | ) | 570 | — | 280 | |||||||||||||||
| Equity in net (income) loss of subsidiaries | (2,790 | ) | 1,085 | (2,667 | ) | — | 4,372 | — | |||||||||||||||
| Income (loss) from operations before income taxes | 2,686 | (965 | ) | 2,790 | 3,347 | (4,372 | ) | 3,486 | |||||||||||||||
| Provision (benefit) for income taxes | 11 | — | — | 800 | — | 811 | |||||||||||||||||
| Net income | 2,675 | (965 | ) | 2,790 | 2,547 | (4,372 | ) | 2,675 | |||||||||||||||
| Other comprehensive (loss) income, net of tax | (587 | ) | 200 | (587 | ) | (587 | ) | 974 | (587 | ) | |||||||||||||
| Total comprehensive income (loss) | $ | 2,088 | $ | (765 | ) | $ | 2,203 | $ | 1,960 | $ | (3,398 | ) | $ | 2,088 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Condensed Consolidating Balance Sheet
April 28, 2017
CIFSA Senior Notes
| (in millions) | Medtronic plc | CIFSA | CIFSA Subsidiary Guarantors | Subsidiary Non-guarantors | Consolidating Adjustments | Total | |||||||||||||||||
| ASSETS | |||||||||||||||||||||||
| Current assets: | |||||||||||||||||||||||
| Cash and cash equivalents | $ | — | $ | 33 | $ | 5 | $ | 4,929 | $ | — | $ | 4,967 | |||||||||||
| Investments | — | — | — | 8,741 | — | 8,741 | |||||||||||||||||
| Accounts receivable, net | — | — | — | 5,591 | — | 5,591 | |||||||||||||||||
| Inventories, net | — | — | — | 3,338 | — | 3,338 | |||||||||||||||||
| Intercompany receivable | 63 | — | 60 | 12 | (135 | ) | — | ||||||||||||||||
| Prepaid expenses and other current assets | 10 | — | — | 1,855 | — | 1,865 | |||||||||||||||||
| Current assets held for sale | — | — | — | 371 | — | 371 | |||||||||||||||||
| Total current assets | 73 | 33 | 65 | 24,837 | (135 | ) | 24,873 | ||||||||||||||||
| Property, plant and equipment, net | — | — | — | 4,361 | — | 4,361 | |||||||||||||||||
| Goodwill | — | — | — | 38,515 | — | 38,515 | |||||||||||||||||
| Other intangible assets, net | — | — | — | 23,407 | — | 23,407 | |||||||||||||||||
| Tax assets | — | — | — | 1,509 | — | 1,509 | |||||||||||||||||
| Investment in subsidiaries | 55,833 | 31,033 | 51,294 | — | (138,160 | ) | — | ||||||||||||||||
| Intercompany loans receivable | 3,000 | 2,978 | 17,383 | 17,260 | (40,621 | ) | — | ||||||||||||||||
| Other assets | — | — | — | 1,232 | — | 1,232 | |||||||||||||||||
| Noncurrent assets held for sale | — | — | — | 5,919 | — | 5,919 | |||||||||||||||||
| Total assets | $ | 58,906 | $ | 34,044 | $ | 68,742 | $ | 117,040 | $ | (178,916 | ) | $ | 99,816 | ||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||||||||||
| Current liabilities: | |||||||||||||||||||||||
| Current debt obligations | $ | — | $ | 1,176 | $ | 901 | $ | 5,443 | $ | — | $ | 7,520 | |||||||||||
| Accounts payable | — | — | — | 1,731 | — | 1,731 | |||||||||||||||||
| Intercompany payable | 12 | — | — | 123 | (135 | ) | — | ||||||||||||||||
| Accrued compensation | 9 | — | — | 1,851 | — | 1,860 | |||||||||||||||||
| Accrued income taxes | 13 | — | — | 620 | — | 633 | |||||||||||||||||
| Other accrued expenses | — | 23 | 8 | 2,411 | — | 2,442 | |||||||||||||||||
| Current liabilities held for sale | — | — | — | 34 | — | 34 | |||||||||||||||||
| Total current liabilities | 34 | 1,199 | 909 | 12,213 | (135 | ) | 14,220 | ||||||||||||||||
| Long-term debt | — | 2,133 | 1,842 | 21,946 | — | 25,921 | |||||||||||||||||
| Accrued compensation and retirement benefits | — | — | — | 1,641 | — | 1,641 | |||||||||||||||||
| Accrued income taxes | 10 | — | — | 2,395 | — | 2,405 | |||||||||||||||||
| Intercompany loans payable | 8,568 | 1,369 | 17,161 | 13,523 | (40,621 | ) | — | ||||||||||||||||
| Deferred tax liabilities | — | — | — | 2,978 | — | 2,978 | |||||||||||||||||
| Other liabilities | — | — | — | 1,515 | — | 1,515 | |||||||||||||||||
| Noncurrent liabilities held for sale | — | — | — | 720 | — | 720 | |||||||||||||||||
| Total liabilities | 8,612 | 4,701 | 19,912 | 56,931 | (40,756 | ) | 49,400 | ||||||||||||||||
| Shareholders’ equity | 50,294 | 29,343 | 48,830 | 59,987 | (138,160 | ) | 50,294 | ||||||||||||||||
| Noncontrolling interests | — | — | — | 122 | — | 122 | |||||||||||||||||
| Total equity | 50,294 | 29,343 | 48,830 | 60,109 | (138,160 | ) | 50,416 | ||||||||||||||||
| Total liabilities and equity | $ | 58,906 | $ | 34,044 | $ | 68,742 | $ | 117,040 | $ | (178,916 | ) | $ | 99,816 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Condensed Consolidating Balance Sheet
April 29, 2016
CIFSA Senior Notes
| (in millions) | Medtronic plc | CIFSA | 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, net | — | — | — | 3,473 | — | 3,473 | |||||||||||||||||
| Intercompany receivable | 403 | — | 61 | — | (464 | ) | — | ||||||||||||||||
| Prepaid expenses and 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 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 | |||||||||||||||||
| 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 equity | 52,063 | 26,842 | 45,604 | 65,013 | (137,459 | ) | 52,063 | ||||||||||||||||
| Total liabilities and equity | $ | 56,035 | $ | 44,937 | $ | 59,902 | $ | 127,135 | $ | (188,365 | ) | $ | 99,644 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended April 28, 2017
CIFSA Senior Notes
| (in millions) | Medtronic plc | CIFSA | CIFSA Subsidiary Guarantors | Subsidiary Non-guarantors | Consolidating Adjustments | Total | |||||||||||||||||
| Operating Activities: | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 842 | $ | 1,904 | $ | 302 | $ | 5,829 | $ | (1,997 | ) | $ | 6,880 | ||||||||||
| Investing Activities: | |||||||||||||||||||||||
| Acquisitions, net of cash acquired | — | — | — | (1,324 | ) | — | (1,324 | ) | |||||||||||||||
| Additions to property, plant, and equipment | — | — | — | (1,254 | ) | — | (1,254 | ) | |||||||||||||||
| Purchases of investments | — | — | — | (4,371 | ) | — | (4,371 | ) | |||||||||||||||
| Sales and maturities of investments | — | — | — | 5,356 | — | 5,356 | |||||||||||||||||
| Net (increase) decrease in intercompany loans receivable | — | 5,275 | (5,911 | ) | 3,956 | (3,320 | ) | — | |||||||||||||||
| Capital contributions paid | — | (537 | ) | — | — | 537 | — | ||||||||||||||||
| Other investing activities, net | — | — | — | 22 | — | 22 | |||||||||||||||||
| Net cash (used in) provided by investing activities | — | 4,738 | (5,911 | ) | 2,385 | (2,783 | ) | (1,571 | ) | ||||||||||||||
| Financing Activities: | |||||||||||||||||||||||
| Acquisition-related contingent consideration | — | — | — | (69 | ) | — | (69 | ) | |||||||||||||||
| Change in current debt obligations, net | — | — | 901 | 5 | — | 906 | |||||||||||||||||
| Repayment of short-term borrowings (maturities greater than 90 days) | — | — | — | (2 | ) | — | (2 | ) | |||||||||||||||
| Proceeds from short-term borrowings (maturities greater than 90 days) | — | — | — | 12 | — | 12 | |||||||||||||||||
| Issuance of long-term debt | — | — | 1,850 | 290 | — | 2,140 | |||||||||||||||||
| Payments on long-term debt | — | — | — | (863 | ) | — | (863 | ) | |||||||||||||||
| Dividends to shareholders | (2,376 | ) | — | — | — | — | (2,376 | ) | |||||||||||||||
| Issuance of ordinary shares | 428 | — | — | — | — | 428 | |||||||||||||||||
| Repurchase of ordinary shares | (3,544 | ) | — | — | — | — | (3,544 | ) | |||||||||||||||
| Net intercompany loan borrowings (repayments) | 4,650 | (6,817 | ) | 2,863 | (4,016 | ) | 3,320 | — | |||||||||||||||
| Intercompany dividend paid | — | — | — | (1,997 | ) | 1,997 | — | ||||||||||||||||
| Capital contributions received | — | — | — | 537 | (537 | ) | — | ||||||||||||||||
| Other financing activities | — | — | — | 85 | — | 85 | |||||||||||||||||
| Net cash (used in) provided by financing activities | (842 | ) | (6,817 | ) | 5,614 | (6,018 | ) | 4,780 | (3,283 | ) | |||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | — | — | — | 65 | — | 65 | |||||||||||||||||
| Net change in cash and cash equivalents | — | (175 | ) | 5 | 2,261 | — | 2,091 | ||||||||||||||||
| Cash and cash equivalents at beginning of period | — | 208 | — | 2,668 | — | 2,876 | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | — | $ | 33 | $ | 5 | $ | 4,929 | $ | — | $ | 4,967 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended April 29, 2016
CIFSA Senior Notes
| (in millions) | Medtronic plc | CIFSA | CIFSA Subsidiary Guarantors | Subsidiary Non-guarantors | Consolidating Adjustments | Total | |||||||||||||||||
| Operating Activities: | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 297 | $ | 4,208 | $ | 604 | $ | 4,114 | $ | (4,005 | ) | $ | 5,218 | ||||||||||
| Investing Activities: | |||||||||||||||||||||||
| Acquisitions, net of cash acquired | — | — | — | (1,266 | ) | 53 | (1,213 | ) | |||||||||||||||
| Additions to property, plant, and equipment | — | — | — | (1,046 | ) | — | (1,046 | ) | |||||||||||||||
| Purchases of investments | — | — | — | (5,406 | ) | — | (5,406 | ) | |||||||||||||||
| Sales and maturities of investments | — | — | — | 9,924 | — | 9,924 | |||||||||||||||||
| Net (increase) decrease in intercompany loans receivable | — | (8,193 | ) | (164 | ) | (3,302 | ) | 11,659 | — | ||||||||||||||
| Sale of subsidiaries | — | — | 53 | — | (53 | ) | — | ||||||||||||||||
| Capital contributions paid | — | (720 | ) | (4,959 | ) | — | 5,679 | — | |||||||||||||||
| Other investing activities, net | — | — | — | (14 | ) | — | (14 | ) | |||||||||||||||
| Net cash (used in) provided by investing activities | — | (8,913 | ) | (5,070 | ) | (1,110 | ) | 17,338 | 2,245 | ||||||||||||||
| Financing Activities: | |||||||||||||||||||||||
| Acquisition-related contingent consideration | — | — | — | (22 | ) | — | (22 | ) | |||||||||||||||
| Change in current debt obligations, net | — | — | — | 7 | — | 7 | |||||||||||||||||
| Repayment of short-term borrowings (maturities greater than 90 days) | — | — | (139 | ) | — | — | (139 | ) | |||||||||||||||
| Proceeds from short-term borrowings (maturities greater than 90 days) | — | — | 139 | — | — | 139 | |||||||||||||||||
| Payments on long-term debt | — | (2,121 | ) | — | (3,011 | ) | — | (5,132 | ) | ||||||||||||||
| Dividends to shareholders | (2,139 | ) | — | — | — | — | (2,139 | ) | |||||||||||||||
| Issuance of ordinary shares | 491 | — | — | — | — | 491 | |||||||||||||||||
| Repurchase of ordinary shares | (2,830 | ) | — | — | — | — | (2,830 | ) | |||||||||||||||
| Net intercompany loan borrowings (repayments) | 3,918 | 6,306 | 4,296 | (2,861 | ) | (11,659 | ) | — | |||||||||||||||
| Intercompany dividend paid | — | — | — | (4,005 | ) | 4,005 | — | ||||||||||||||||
| Capital contributions received | — | — | — | 5,679 | (5,679 | ) | — | ||||||||||||||||
| Other financing activities | — | — | — | 82 | — | 82 | |||||||||||||||||
| Net cash (used in) provided by financing activities | (560 | ) | 4,185 | 4,296 | (4,131 | ) | (13,333 | ) | (9,543 | ) | |||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | — | — | — | 113 | — | 113 | |||||||||||||||||
| Net change in cash and cash equivalents | (263 | ) | (520 | ) | (170 | ) | (1,014 | ) | — | (1,967 | ) | ||||||||||||
| Cash and cash equivalents at beginning of period | 263 | 728 | 170 | 3,682 | — | 4,843 | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | — | $ | 208 | $ | — | $ | 2,668 | $ | — | $ | 2,876 |
Medtronic plc
Notes to Consolidated Financial Statements (Continued)
Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended April 24, 2015
CIFSA Senior Notes
| (in millions) | Medtronic plc | CIFSA | CIFSA Subsidiary Guarantors | Subsidiary Non-guarantors | Consolidating Adjustments | Total | |||||||||||||||||
| Operating Activities: | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 26 | $ | 1,238 | $ | 142 | $ | 4,596 | $ | (1,100 | ) | $ | 4,902 | ||||||||||
| Investing Activities: | |||||||||||||||||||||||
| Acquisitions, net of cash acquired | (9,700 | ) | 440 | — | (5,624 | ) | — | (14,884 | ) | ||||||||||||||
| Additions to property, plant, and equipment | — | — | (1 | ) | (570 | ) | — | (571 | ) | ||||||||||||||
| Purchases of investments | — | — | — | (7,582 | ) | — | (7,582 | ) | |||||||||||||||
| Sales and maturities of investments | — | — | — | 5,890 | — | 5,890 | |||||||||||||||||
| Net (increase) decrease in intercompany loans receivable | — | (59 | ) | 29 | (10,626 | ) | 10,656 | — | |||||||||||||||
| Capital contributions paid | — | (937 | ) | — | — | 937 | — | ||||||||||||||||
| Other investing activities, net | — | — | — | 89 | — | 89 | |||||||||||||||||
| Net cash (used in) provided by investing activities | (9,700 | ) | (556 | ) | 28 | (18,423 | ) | 11,593 | (17,058 | ) | |||||||||||||
| Financing Activities: | |||||||||||||||||||||||
| Acquisition-related contingent consideration | — | — | — | (85 | ) | — | (85 | ) | |||||||||||||||
| Change in current debt obligations, net | — | — | — | (1 | ) | — | (1 | ) | |||||||||||||||
| Repayment of short-term borrowings (maturities greater than 90 days) | — | — | (150 | ) | — | — | (150 | ) | |||||||||||||||
| Proceeds from short-term borrowings (maturities greater than 90 days) | — | — | 150 | — | — | 150 | |||||||||||||||||
| Issuance of long-term debt | — | — | — | 19,942 | — | 19,942 | |||||||||||||||||
| Payments on long-term debt | — | (51 | ) | — | (1,217 | ) | — | (1,268 | ) | ||||||||||||||
| Dividends to shareholders | (435 | ) | — | — | (902 | ) | — | (1,337 | ) | ||||||||||||||
| Issuance of ordinary shares | 172 | — | — | 477 | — | 649 | |||||||||||||||||
| Repurchase of ordinary shares | (300 | ) | — | — | (1,620 | ) | — | (1,920 | ) | ||||||||||||||
| Net intercompany loan borrowings (repayments) | 10,500 | 97 | — | 59 | (10,656 | ) | — | ||||||||||||||||
| Intercompany dividend paid | — | — | — | (1,100 | ) | 1,100 | — | ||||||||||||||||
| Capital contributions received | — | — | — | 937 | (937 | ) | — | ||||||||||||||||
| Other financing activities | — | — | — | (31 | ) | — | (31 | ) | |||||||||||||||
| Net cash (used in) provided by financing activities | 9,937 | 46 | — | 16,459 | (10,493 | ) | 15,949 | ||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | — | — | — | (353 | ) | — | (353 | ) | |||||||||||||||
| Net change in cash and cash equivalents | 263 | 728 | 170 | 2,279 | — | 3,440 | |||||||||||||||||
| Cash and cash equivalents at beginning of period | — | — | — | 1,403 | — | 1,403 | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | 263 | $ | 728 | $ | 170 | $ | 3,682 | $ | — | $ | 4,843 |
Previous: Item 7A. Quantitative and Qualitative Disclosures About Market Risk · Next: Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure