Medtronic (MDT) 10-K risk factor changes: FY2021 vs FY2020

Our business, [added: results of operations,] financial condition, [removed: operating results,] [added: and] cash flow and prospects could be materially and adversely affected by any of these risks or uncertainties.

[removed: The novel coronavirus disease 2019 (COVID-19)] [added: While the impact of COVID-19] has had, and [removed: we expect will] [added: may] continue to have, an adverse effect on our business, results of operations, financial condition and cash flows, the nature and extent of [removed: which are] [added: such impact is] highly uncertain and [removed: unpredictable.][added: unpredictable, as we cannot predict with confidence the duration of the pandemic.]

In particular, the continuing [removed: global spread of COVID-19, including corresponding] preventative and precautionary measures that we and other businesses, [removed: communities] [added: communities,] and governments [removed: are taking] [added: have taken] to mitigate the spread of the [removed: disease,] [added: disease] has led to [removed: unprecedented] restrictions on, disruptions in, and other related impacts on business and personal [removed: activities.][added: activities, including reduced customer demand for certain of our products and has resulted in many of our employees working remotely.]

Together with the preventative and precautionary measures being taken, as well as the corresponding need to adapt to new and [removed: different] [added: improved] methods of [removed: communication and] conducting business, [added: such as increased remote monitoring,] COVID-19 is having, and [removed: will likely] [added: may] continue to have, an adverse impact on [removed: significant] [added: certain] aspects of our Company and business, including [removed: on] [added: the] demand for and supply of [added: certain of] our products, operations, supply chains and distribution systems, [removed: our ability to research and develop and bring] [added: impacts or delays] to [removed: market new products] [added: product development milestones, clinical trials, or regulatory clearances] and [removed: services,] [added: approval timing,] and our ability to generate cash flow, and may have an adverse impact on our ability to access capital.

Some of our products are [removed: particularly] [added: more] sensitive to reductions in deferrable and emergent medical procedures, and, as hospital systems prioritize treatment of COVID-19 patients and otherwise comply with government guidelines, certain medical procedures have been [added: and may continue to be] suspended or [removed: postponed in many of the markets where our products are marketed and sold, which has caused a reduction in sales of these products.][added: postponed.]

It is not possible to predict the timing of [removed: a broad resumption of] deferrable medical procedures and, to the extent individuals and hospital systems [removed: continue to] de-prioritize, delay or cancel these procedures, or if unemployment or loss of insurance coverage adversely impacts an individual’s ability to pay for our products and services, our business, [removed: cash flows, financial condition and] results of [removed: operations would] [added: operations, financial condition, and cash flows could] continue to be negatively affected.

Further, the COVID-19 pandemic [removed: is straining] [added: has strained] hospital systems around the world, resulting in adverse financial impacts to those systems that could result in reduced future expenditures for [added: certain] capital equipment and other products and services we provide, as well as [added: potential] disruption of product launches of our recently approved products.

[removed: In addition, a significant] [added: A] number of our global suppliers, vendors, [removed: distributors] and [removed: manufacturing facilities] [added: distributors] have been adversely affected by the COVID-19 pandemic, including [removed: by adversely impacting the ability of their employees to get to their places of work and maintain the continuity of their on-site operations.][added: employee absenteeism.]

These impacts could impair our ability to move our products through distribution channels to end customers, and any such delay or shortage in the supply of components or materials may result in our inability to satisfy consumer demand for [added: certain of] our products in a timely manner or at all, which could harm our reputation, future sales and profitability.

[removed: In addition,] COVID-19 has impacted and may further impact the global economy and capital markets, including by negatively impacting demand for a number of our products, access to capital markets (including the commercial paper market), foreign [added: currency exchange rates, and interest rates, each of which may adversely impact our business and liquidity.]

[removed: In addition,] COVID-19 could adversely impact our ability to retain key employees and the continued service and availability of skilled personnel necessary to run our complex productions and operations, including our executive officers and other [added: key] members of our management [removed: team, as well as the ability of our third-party suppliers, manufacturers, distributors and vendors to retain their key employees.][added: team.]

[removed: While the impact of] [added: The ongoing global] COVID-19 [added: pandemic] has had, and [removed: we expect it to] [added: may] continue to have, an adverse effect on [added: certain aspects of] our business, results of operations, financial condition and cash [removed: flows, the nature and extent of such impact is highly uncertain and unpredictable.][added: flows.]

In the current environment of managed care, consolidation among healthcare providers, increased competition, [removed: and] declining reimbursement rates, [removed: we have been increasingly required] [added: and national tender pricing, as recently experienced in China, competitively priced product offerings are essential] to [removed: compete on the basis of price.][added: our success.]

[removed: In order to continue to compete effectively, we must continue to create, invest] in or acquire advanced technology, incorporate this technology into our proprietary products, obtain regulatory approvals in a timely manner, and manufacture and successfully market our products.

Other disruptions in the manufacturing process or product sales and fulfillment systems for any reason, including equipment malfunction, failure to follow specific protocols and procedures, supplier facility shut-downs, defective raw materials, natural disasters such as hurricanes, tornadoes or wildfires, property damage [added: or facility closures] from [removed: riots,] [added: riots or public protests,] and other environmental factors and the impact of epidemics or pandemics, such as [removed: COVID-19,] [added: the COVID-19 pandemic,] and actions by businesses, communities and governments in response, could lead to launch delays, product shortage, unanticipated costs, lost revenues and damage to our reputation.

For example, in the past we have experienced a global information technology systems interruption that affected our customer ordering, distribution, and manufacturing processes, and we [removed: are currently] [added: have been] adversely impacted by, and [removed: expect to] [added: may] continue to be adversely impacted by, the global COVID-19 pandemic and the responses of governments and of our partners, including suppliers, manufacturers, distributors and other businesses.

In addition, [added: many of our products require sterilization before sale and] several of our key products are manufactured or sterilized at a particular facility, with limited alternate facilities.

If an event occurs that results in damage to or closure of one or more of such facilities, such as the damage caused by Hurricane Maria in Puerto Rico in September [removed: 2017,] [added: 2017 or Illinois Environmental Protection Agency's decision to close a supplier's sterilization facility in February 2019,] we may be unable to manufacture or sterilize the relevant products [removed: at] [added: to] the [removed: previous levels] [added: required quality specifications] or at all.

We are subject to [removed: costly] [added: extensive] and complex laws and governmental regulations and any adverse regulatory action may materially adversely affect our financial condition and business operations.

Unfavorable [removed: or inconsistent] clinical data from existing or future clinical trials [removed: or the market’s or U.S. FDA’s perception of this clinical data,] may adversely impact our ability to obtain product approvals, our position in, and share of, the markets in which we participate, and our business, [removed: financial condition,] results of [removed: operations] [added: operations, financial condition,] and cash flows.

If the U.S. FDA were to conclude that we are not in compliance with applicable laws or regulations, or that any of our medical products are ineffective or pose an unreasonable health risk, the U.S. FDA could ban such medical products, detain or seize adulterated or misbranded medical products, order a recall, repair, replacement, or refund of such products, refuse to grant pending pre-market approval applications or require certificates of non-U.S governments for exports, and/or [added: require us to notify health professionals and others that the devices present unreasonable risks of substantial harm to the public health.]

In the European Union, for example, a new Medical Device Regulation [removed: was published in 2017 which, when it enters into force] [added: which became effective] in May 2021, [removed: will include] [added: includes] significant additional premarket and post-market requirements.

Competitors also may harm our sales by designing products that [added: substantially] mirror the capabilities of our products or technology without infringing our intellectual property rights.

In response to perceived increases in healthcare costs in recent years, there have been and continue to be proposals by several governments, regulators and third-party payers globally, including the U.S. federal and state governments, to control these costs and, more generally, to reform healthcare [removed: systems, including U.S. healthcare reform legislation.][added: systems.]

The [removed: escalating] [added: ongoing] global economic competition and trade tensions between the U.S. and China present risk to Medtronic.

The U.S. and China could impose other types of restrictions such as limitations on government [removed: procurement or technology export restrictions, which could affect Medtronic’s access to the markets.]

China comprises approximately [removed: seven] [added: eight] percent of our total revenues.

[removed: One example would be stronger] [added: Examples include potential] “Buy America” requirements in the U.S. or U.S. withdrawal from the World Trade Organization Agreement on Government Procurement (GPA).

Other significant changes or disruptions to international trade arrangements, such as termination or modifications of other existing trade agreements or the final [removed: terms] [added: implementation] of the “Brexit” [removed: arrangement] [added: agreement] between the United Kingdom and European Union, may adversely affect our business, results of operations, financial condition and cash flows.

In addition, COVID-19, and the responses of business and governments to [removed: COVID-19,] [added: the pandemic,] have [added: at times] resulted in reduced availability of air transport, port closures, increased border controls or closures, increased transportation costs and increased security threats to our supply chain, and countries may continue to close borders, impose prolonged quarantines, and further restrict travel and other activities.

However, there can be no assurance that our policies and procedures will prevent us from violating these regulations in every transaction in which we may engage, and such a violation could adversely affect our reputation, business, [removed: financial condition,] results of [removed: operations] [added: operations, financial condition,] and cash flows.

If we must reduce our prices because of industry consolidation, or if we lose customers as a result of consolidation, our business, [removed: financial condition,] results of [removed: operations] [added: operations, financial condition,] and cash flows could be adversely affected.

[added: The ultimate cost of] site cleanup and timing of future cash outflows is difficult to predict, given the uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods.

[removed: In addition, as a result of the COVID-19 pandemic, our access to these professionals has been limited, and travel restrictions, shutdowns and] similar measures have impacted our ability to maintain these relationships, thereby affecting our ability to develop, market and sell new and improved products.

If we are unable to maintain strong relationships with these professionals, the development and marketing of our products could suffer, which could have a material adverse effect on our business, [removed: financial condition,] results of [removed: operations] [added: operations, financial condition,] and cash flows.

We rely on the proper function, security and availability of our information technology systems and [removed: data] [added: data, as well as those of third parties throughout our global supply chain,] to operate our business, and a breach, cyber-attack or other disruption to these systems or data could materially and adversely affect our business, results of operations, financial condition, cash flows, reputation or competitive [removed: position.][added: position.]

[removed: We are increasingly dependent on sophisticated information technology systems to operate our business, including to process, transmit and store sensitive data, and] [added: Additionally,] many of our products and services include integrated software and information technology that collects data regarding patients or connects to [removed: our] [added: other internal] systems.

Like [removed: other large multi-national corporations,] [added: all organizations,] we [removed: could experience, and in the past have experienced,] [added: routinely experience] attempted [removed: or actual] interference with the integrity of, and interruptions in, our technology [removed: systems, as well as data breaches,] [added: systems via events] such as cyber-attacks, malicious intrusions, [removed: breakdowns, interference with the integrity of our products and data] or other [removed: significant disruptions.][added: breakdowns.]

Furthermore, we rely on third-party vendors to supply and/or support certain aspects of our information technology [removed: systems.][added: systems and resulting products.]

[removed: These] [added: As we have seen with recent “Supply Chain Attacks,” these] third-party systems could also become vulnerable to cyber-attack, malicious intrusions, breakdowns, interference or other significant disruptions, and may contain defects in design or manufacture or other problems that could result in system disruption or compromise the information security of our own systems.

Business and Operational Risks

In order to continue to compete effectively, we must continue to create, invest

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The nature and extent of future impacts are highly uncertain and unpredictable.

We expect medical procedure rates to continue to vary by therapy and country, and could be impacted by regional COVID-19 case volumes, hospital and clinical occupancy and staffing levels, patient’s willingness to schedule deferrable procedures, travel restrictions, transportation limitations, quarantine restrictions, vaccine immunization rates, and new COVID-19 variants.

While COVID-19 case volumes appear to be decreasing in the U.S and certain other countries as a result of higher vaccination rates, the global COVID-19 outlook remains uncertain as vaccination rates remain low in much of the world.

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We seek to maintain continuity of supply by use of multiple options for sourcing where possible.

Additionally, many regulatory agencies are imposing regulatory requirements on safe use of chemicals and their potential impact on health and the environment which also may impact supply constraints.

In addition, as a result of the COVID-19 pandemic, our access to these professionals has been limited at times, and travel restrictions, shutdowns and

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

At April 30, 2021, we had approximately $26.4 billion of debt, of which all is noncurrent except $11.0 million.

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Legal and Regulatory Risks

Climate change, or legal, regulatory or market measures to address climate change may materially adversely affect our financial condition and business operations.

Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our future operations from natural disasters and extreme weather conditions, such as hurricanes, tornadoes, earthquakes, wildfires or flooding.

Such extreme weather conditions could pose physical risks to our facilities and disrupt operation of our supply chain and may impact operational costs.

The impacts of climate change on global water resources may result in water scarcity, which could in the future impact our ability to access sufficient quantities of water in certain locations and result in increased costs.

Concern over climate change could result in new legal or regulatory requirements designed to mitigate the effects of climate change on the environment.

If such laws or regulations are more stringent than current legal or regulatory requirements, we may experience increased compliance burdens and costs to meet the regulatory obligations and may adversely affect raw material sourcing, manufacturing operations and the distribution of our products.

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

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[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

We are increasingly dependent on sophisticated information technology systems to operate our business.

That technology includes systems that could be used to process, transmit and store sensitive data.

The consequences could mean data breaches, interference with the integrity of our products and data, or other significant disruptions.

In addition, our information technology systems require an ongoing commitment of significant resources to maintain, protect, and enhance existing systems and develop new systems.

If our information technology systems, products or services or sensitive data are compromised, there are many consequences that could result.

For example, on December 22, 2017, the U.S. enacted comprehensive tax legislation, commonly referred to as the Tax Cuts and

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

While the U.S. Treasury has issued a significant amount of guidance to date on the interpretation of the Tax Act, there remains regulations that have not yet been issued in final form.

In addition, the Biden Administration has provided a framework for proposed U.S. tax law changes, which if enacted could have a material impact on our business, results of operations, financial condition, and cash flows.

In 2018, the OECD announced its intention to expand the scope of BEPS (BEPS 2.0) to provide a long-term solution to taxing right challenges arising from the global digital economy.

The OECD expects to release the final agreed BEPS 2.0 guidelines in the summer of 2021.

Jurisdictions would then need to enact legislation to adopt the guidelines into law.

The proposals, as currently drafted, are categorized into two groups (commonly referred to as Pillars).

Pillar One is focused on providing a mechanism for taxing rights more closely with market engagement; generally where people or consumers are located.

Pillar Two is focused on establishing a global minimum tax and would apply when a country’s income tax rate is below a still-to-be determined, minimum tax rate.

In addition, a retroactive change to U.S. tax laws in this area could change this classification.

Risks Relating to the Company

Further, in addition to travel restrictions put in place in early 2020, countries, states and governments may continue to close borders, impose prolonged quarantines or other restrictions and requirements on travel, and further limit our ability to conduct business in-person as we did prior to COVID-19, requiring businesses, including our business, to use alternative methods of communication.

It is likely the COVID-19 pandemic will cause an economic slowdown of potentially extended duration, and it is possible that it could cause a global recession.

Clinical trials generally have suspended enrollment due to facility closures and governmental restrictions, which we expect will delay the results from those clinical trials and will impact our ability to timely develop and bring to market new products.

currency exchange rates, and interest rates, each of which may adversely impact our business and liquidity.

To the extent our management or other personnel are impacted in significant numbers by COVID-19 and are not available to perform their job duties, we could experience delays in, or the suspension of, our manufacturing operations, research and product development activities, regulatory work streams, clinical development programs and other important commercial functions.

require us to notify health professionals and others that the devices present unreasonable risks of substantial harm to the public health.

The ultimate cost of

At April 24, 2020, we had approximately $2.8 billion of current debt obligations and $22.0 billion of long-term debt outstanding.

The U.S. Treasury is expected to issue additional subsequent guidance and interpretation of the Tax Act.

The OECD announced its intention to expand the scope of BEPS in March 2018 and in January 2019 they issued a short policy note that announced agreement on the way forward for developing a long term solution to the tax challenges thrown up by the global digital economy and is commonly referred to as BEPS2.0.

The OECD has set a very aggressive timetable for releasing final agreed BEPS2.0 guidelines on taxing the digital economy for December 2020.

An adverse outcome in this matter could materially and adversely affect our business, financial condition, results of operations and cash flows.

Under Section 7874 of the Code, if Medtronic Inc.’s shareholders immediately prior to the Covidien transaction held 80% or more of the vote or value of our shares by reason of holding stock in Medtronic, Inc. immediately after the transaction (the ownership test), and our expanded affiliated group after the transaction did not have substantial business activities in Ireland relative to its worldwide activities (the substantial business activities test), we would have been treated as a U.S. corporation for U.S. federal income tax purposes.

Based on the rules for determining share ownership under Section 7874 of the Code, Medtronic, Inc.’s shareholders received approximately 70% of our ordinary shares (by both vote and value) by reason of holding stock in Medtronic, Inc. Therefore, under current law, Medtronic plc should not be treated as a U.S. corporation for U.S. federal income tax purposes.

However, there is limited guidance regarding the application of Section 7874, including the application of the ownership test.

Accordingly, at our 2019 Annual General Meeting, our Shareholders authorized our Board of Directors to issue up to 33% of our issued ordinary

You should read this discussion and analysis along with our consolidated financial statements and related notes thereto at April [removed: 24, 2020] [added: 30, 2021] and April [removed: 26, 2019] [added: 24, 2020] and for [removed: each of the three] fiscal years [removed: ended April 24, 2020 (fiscal year 2020), April 26, 2019 (fiscal year 2019),] [added: 2021, 2020,] and [removed: April 27, 2018 (fiscal year 2018),] [added: 2019,] which are presented within "Item 8.

Financial Statements and Supplementary Data" in this Annual Report on Form [removed: 10-K.][added: 10-K for additional information on our investments.]

The global healthcare system [removed: is facing] [added: faces] an unprecedented challenge as a result of the Covid-19 [removed: pandemic ("COVID-19" or the "pandemic").][added: pandemic.]

COVID-19 [removed: is having, and will likely continue to have,] [added: had] an adverse impact on [removed: significant] [added: certain] aspects of our Company and business, including the demand for [added: and supply of certain of] our products, [removed: our] operations, supply chains and distribution systems, [removed: and our ability to research and develop and bring] [added: impacts or delays] to [removed: market new products] [added: product development milestones, clinical trials, or regulatory clearances] and [removed: services.][added: approval timing.]

The following is a summary of revenue, diluted earnings per share, and cash flow for fiscal years [removed: 2020] [added: 2021] and [removed: 2019:][added: 2020:]

[removed: GAAP to Non-GAAP] [added: Non-GAAP] Reconciliations The tables below present reconciliations of our Non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with U.S. GAAP for fiscal years [removed: 2020] [added: 2021] and [removed: 2019:][added: 2020:]

| | | | Fiscal year ended April 24, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| (in millions, except per share data) | | | Income Before Income Taxes | | | | | | Income Tax [removed: (Benefit) Provision] [added: Provision (Benefit)] | | | | | | Net Income Attributable to Medtronic | | | | | | Diluted EPS [removed: (1)] | | | | | | Effective Tax Rate | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| GAAP | | | $ | 4,055 | | | | | $ | (751) | | | | | $ | 4,789 | | | | | $ | 3.54 | | | | | (18.5) | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Non-GAAP Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Restructuring and associated costs [removed: (2)] [added: (1)] | | | 441 | | | | | | 69 | | | | | | 372 | | | | | | 0.28 | | | | | | 15.6 | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Acquisition-related items [removed: (3)] [added: (9)] | | | 66 | | | | | | 13 | | | | | | 53 | | | | | | 0.04 | | | | | | 19.7 | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Certain litigation charges | | | 313 | | | | | | 59 | | | | | | 254 | | | | | | 0.19 | | | | | | 18.8 | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| (Gain)/loss on minority investments [removed: (4)] [added: (3)] | | | 19 | | | | | | (3) | | | | | | 22 | | | | | | 0.02 | | | | | | (15.8) | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Debt tender premium and other charges [removed: (5)] [added: (10)] | | | 406 | | | | | | 86 | | | | | | 320 | | | | | | 0.24 | | | | | | 21.2 | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Medical device regulations (6) | | | 48 | | | | | | 6 | | | | | | 42 | | | | | | 0.03 | | | | | | 12.5 | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Exit of businesses [removed: (7)] [added: (11)] | | | 52 | | | | | | 12 | | | | | | 40 | | | | | | 0.03 | | | | | | 23.1 | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| IPR&D charges [removed: (8)] [added: (4)] | | | 25 | | | | | | 3 | | | | | | 22 | | | | | | 0.02 | | | | | | 12.0 | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Contribution to Medtronic Foundation | | | 80 | | | | | | 18 | | | | | | 62 | | | | | | 0.05 | | | | | | 22.5 | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Amortization of intangible assets | | | 1,756 | | | | | | 284 | | | | | | 1,472 | | | | | | 1.09 | | | | | | 16.2 | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Certain tax adjustments, net [removed: (9)] [added: (12)] | | | — | | | | | | 1,242 | | | | | | (1,242) | | | | | | (0.92) | | | | | | — | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Non-GAAP | | | $ | 7,261 | | | | | $ | 1,038 | | | | | $ | 6,206 | | | | | $ | 4.59 | | | | | 14.3 | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | Fiscal year ended April [removed: 26, 2019 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 30, 2021] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Acquisition-related items [removed: (3) | | | 88 | | | | | | 16 | | | | | | 72 | | | | | | 0.05 | | |] [added: (2)] | | | [removed: 18.2] [added: (15)] | | | | | | [added: (20)] | | | | | | [added: 4] | | | | | | [added: —] | | | | | | [added: 126.7] | | |

| (Gain)/loss on minority investments [removed: (4) | | | (62) | | | | | | 3 | | | | | | (65) | | | | | | (0.05) | | |] [added: (3)] | | | [removed: (4.8)] [added: (61)] | | | | | | [added: —] | | | | | | [added: (57)] | | | | | | [added: (0.04)] | | | | | | [added: —] | | |

| Debt tender premium and other charges [removed: (10) | | | 457 | | | | | | 113 | | | | | | 344 | | | | | | 0.25 | | |] [added: (7)] | | | [removed: 24.7] [added: 308] | | | | | | [added: 60] | | | | | | [added: 248] | | | | | | [added: 0.18] | | | | | | [added: 19.5] | | |

| Certain tax adjustments, net [removed: (11)] [added: (8)] | | | — | | | | | | [removed: 40] [added: 41] | | | | | | [removed: (40)] [added: (41)] | | | | | | (0.03) | | | | | | — | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: (2)Associated] [added: (1)Associated] costs include costs incurred as a direct result of the restructuring program, such as salaries for employees supporting the program and consulting expenses.

[removed: (3)The] [added: (9)The] charges primarily include costs incurred in connection with legacy-Covidien enterprise resource planning deployment activities, business combination related costs, and changes in fair value of contingent consideration.

[removed: (4)We] [added: (3)We] exclude unrealized and realized gains and losses on our minority investments as we do not believe these components of income or expense have a direct correlation to our ongoing or future business operations.

[removed: (5)The] [added: (10)The] charges, which include $413 million recognized in *interest expense* and ($7 million) recognized in *other operating expense, net*, primarily relates to the early redemption of approximately $5.2 billion of debt.

(6)The charges represent [added: estimated] incremental costs of complying with the new European Union medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses.

[removed: (7)The] [added: (11)The] net charges relate to the exit of businesses and are primarily comprised of intangible asset impairments.

[removed: (8)The] [added: (4)The] charges represent acquired [removed: in-process research and development (IPR&D)] [added: IPR&D] in connection with asset acquisitions and [removed: charges recognized in connection with the impairment of IPR&D assets.][added: certain license payments for unapproved technology.]

[removed: (9)The] [added: (12)The] net benefit primarily relates to the release of a valuation allowance on certain net operating losses, the impact of an intercompany sale of intellectual property, and the impact of tax reform in Switzerland and the United States.

The table below [removed: illustrates] [added: includes] net sales by segment and division for fiscal years [removed: 2020] [added: 2021] and [removed: 2019:][added: 2020:]

[removed: ][added: ]

| | | | Net Sales by Fiscal Year | | | | | | | | | | | | | | | | | | [removed: | | | | | |] Percent Change | | | | | | | | |

| (in millions) | | | [removed: 2020 | | | | | | 2019 | | | | | |] [added: 2021] | | | | | | 2020 | | | [removed: | | | | | | | | | | | |]

| Cardiac Rhythm & Heart Failure | | | $ | [removed: 5,141] [added: 5,584] | | | | | $ | [removed: 5,849] [added: 5,141] | | | | | | | | | | | [removed: (12)] [added: 9] | | % | | | | | | | [removed: | | | | | |]

The discussion focuses on our financial results for the fiscal year ended April 30, 2021 (fiscal year 2021) and the fiscal year ended April 24, 2020 (fiscal year 2020).

A discussion on our results of operations for fiscal year 2020 as compared the year ended April 26, 2019 (fiscal year 2019) is included in Part II, Item 7.

"Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended April 24, 2020, filed with the SEC on June 19, 2020, and is incorporated by reference into this Form 10-K.

Amounts reported in millions within this annual report are computed based on the amounts in thousands, and therefore, the sum of the components may not equal the total amount reported in millions due to rounding.

Additionally, certain columns and rows within tables may not sum due to rounding.

Most of our businesses were affected by a decline in procedural volumes as a result of COVID-19 largely during the fourth quarter of fiscal year 2020 and the first two quarters of fiscal year 2021.

However, we have seen a recovery in most of our businesses during the third and fourth quarters of fiscal year 2021 from the depths of the pandemic that we experienced in the fourth quarter of fiscal year 2020.

We expect medical procedure recovery rates to continue to vary by therapy and country and could be impacted by regional COVID-19 case volumes, vaccine immunization rates, and new COVID-19 variants.

As a result, we cannot predict with confidence the duration of the pandemic or the impact it may have on our Company.

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| GAAP | | | $ | 3,895 | | | | | $ | 265 | | | | | $ | 3,606 | | | | | $ | 2.66 | | | | | 6.8 | | % |

| Restructuring and associated costs (1) | | | 617 | | | | | | 128 | | | | | | 489 | | | | | | 0.36 | | | | | | 20.7 | | |

| Certain litigation charges | | | 118 | | | | | | 23 | | | | | | 95 | | | | | | 0.07 | | | | | | 19.5 | | |

| IPR&D charges (4) | | | 31 | | | | | | 7 | | | | | | 25 | | | | | | 0.02 | | | | | | 19.4 | | |

| Impairment charges (5) | | | 76 | | | | | | 7 | | | | | | 68 | | | | | | 0.05 | | | | | | 10.5 | | |

| Medical device regulations (6) | | | 83 | | | | | | 15 | | | | | | 68 | | | | | | 0.05 | | | | | | 18.1 | | |

| Amortization of intangible assets | | | 1,783 | | | | | | 283 | | | | | | 1,500 | | | | | | 1.11 | | | | | | 15.9 | | |

| Non-GAAP | | | $ | 6,835 | | | | | $ | 809 | | | | | $ | 6,005 | | | | | $ | 4.44 | | | | | 11.8 | | % |

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

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| (in millions, except per share data) | | | Income Before Income Taxes | | | | | | Income Tax (Benefit) Provision | | | | | | Net Income Attributable to Medtronic | | | | | | Diluted EPS | | | | | | Effective Tax Rate | | |

| Non-GAAP Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(2)The charges primarily include business combination transaction-related costs, changes in fair value of contingent consideration, and a change in amounts accrued for certain contingent liabilities for recent acquisitions.

(5)The charges relate to the abandonment of certain intangible assets in our Neuroscience segment.

(7)The charges relate to the early redemption of approximately $6.0 billion of debt.

(8)The net benefit primarily relates to the finalization of an audit at the IRS Appellate level for fiscal years 2012 through 2014 and the capitalization of certain research and development costs for U.S. income tax purposes, which are partially offset by the impact of an intercompany sale of assets, and a tax basis adjustment and amortization of previously established deferred tax assets from intercompany intellectual property transactions.

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

The charts below illustrate the percent of net sales by segment for fiscal years 2021 and 2020:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Structural Heart & Aortic | | | 2,834 | | | | | | 2,842 | | | | | | | | | | | | — | | | | | | | | |

| Coronary & Peripheral Vascular | | | 2,354 | | | | | | 2,486 | | | | | | | | | | | | (5) | | | | | | | | |

| Cardiovascular | | | 10,772 | | | | | | 10,468 | | | | | | | | | | | | 3 | | | | | | | | |

| Medical Surgical | | | 8,737 | | | | | | 8,352 | | | | | | | | | | | | 5 | | | | | | | | |

| Cranial & Spinal Technologies | | | 4,288 | | | | | | 4,082 | | | | | | | | | | | | 5 | | | | | | | | |

| Neuromodulation | | | 1,601 | | | | | | 1,497 | | | | | | | | | | | | 7 | | | | | | | | |

| Neuroscience | | | 8,195 | | | | | | 7,725 | | | | | | | | | | | | 6 | | | | | | | | |

Medtronic is among the world's largest medical technology, services, and solutions companies - alleviating pain, restoring health, and extending life for millions of people around the world.

Our primary products include those for cardiac rhythm disorders, cardiovascular disease, advanced and general surgical care, respiratory and monitoring solutions, renal care, neurological disorders, spinal conditions and musculoskeletal trauma, urological and digestive disorders, and ear, nose, and throat and diabetes conditions.

The Company’s top priority during this pandemic has been to ensure the health and well-being of our more than 90,000 employees and their families around the globe.

In addition, the Company is focused on fulfilling our mission and getting our products and therapies to those who need them by rapidly expanding the production and distribution of critical products in the fight against COVID-19, including dramatically increased ventilator production and partnering with key government authorities to allocate our ventilators to the communities that need them most.

In fiscal year 2020, sales of Airway and Ventilator products represented approximately ten percent of the Minimally Invasive Therapies Group's net sales.

Medtronic has been supporting our communities during this time of need by, among other things, providing direct support in the form of donations of certain products, and we made an $80 million contribution to the Medtronic Foundation during fiscal year 2020, which has provided direct financial assistance to communities around the world.

Almost all of our businesses have been affected by a decline in procedure volumes as a result of COVID-19 as hospital resources have been diverted to fight the pandemic, and many government agencies in conjunction with healthcare systems have made decisions to postpone many deferrable and semi-deferrable procedures that use our products.

In addition, some people are avoiding seeking treatment for non-COVID-19 emergency procedures, resulting in an impact to those emergent product lines.

It is not possible to accurately predict the timing of a broad resumption of deferrable medical procedures and, to the extent individuals and hospital systems continue to de-prioritize, delay or cancel these procedures, our business, cash flows, financial condition and results of operations would continue to be negatively affected.

Further, COVID-19 is straining hospital systems around the world, resulting in adverse financial impacts to those systems which has resulted in and may continue to result in reduced future expenditures for capital equipment and other products and services we provide.

The Company has experienced recent changes in customer buying patterns as customers have prioritized preservation of cash and reduced their holdings of certain purchased product inventories, especially in more deferrable procedure categories.

As COVID-19 continues to impact hospital systems and other customers, we may encounter higher inventory levels which could result in inventory obsolescence due to excess and/or expired inventory.

Additionally, the pandemic's impact on our customers may adversely impact the collectability of our current and future accounts receivable balance.

COVID-19 has also disrupted and may continue to disrupt our product launches for our recently approved products and may negatively impact the regulatory approval of new products.

Clinical trials generally have suspended enrollment due to facility closures and governmental restrictions, which we expect will delay the results from those clinical trials and will impact our ability to timely bring new products to market.

In addition, a significant number of our global suppliers, vendors, and distributors have been adversely affected by COVID-19, including an adverse impact on the ability of their employees to get to their places of work and maintain the continuity of their on-site operations.

Therefore, although we work closely with our suppliers to try to ensure continuity of supply while maintaining high quality and reliability, the supply of certain components, raw materials, and services has been and may continue to be interrupted, in certain instances, as a direct result of COVID-19.

As of the June 19, 2020 filing date of this Annual Report on Form 10-K, which is in the middle of our first quarter of fiscal year 2021, we are starting to see signs of medical procedure recovery in certain geographies and across certain therapies.

We expect medical procedure recovery rates to vary by therapy and country, and to be impacted by COVID-19 case volumes, hospital and clinical occupancy and staffing levels, patient’s willingness to re-book previously deferred procedures, travel restrictions, transportation limitations, quarantine restrictions, and potential COVID-19 resurgence.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| GAAP | | | $ | 5,197 | | | | | $ | 547 | | | | | $ | 4,631 | | | | | $ | 3.41 | | | | | 10.5 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Restructuring and associated costs (2) | | | 407 | | | | | | 66 | | | | | | 341 | | | | | | 0.25 | | | | | | 16.2 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Certain litigation charges | | | 166 | | | | | | 24 | | | | | | 142 | | | | | | 0.10 | | | | | | 14.5 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Exit of businesses (7) | | | 149 | | | | | | 31 | | | | | | 118 | | | | | | 0.09 | | | | | | 20.8 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| IPR&D charges (8) | | | 58 | | | | | | 9 | | | | | | 49 | | | | | | 0.04 | | | | | | 15.5 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Amortization of intangible assets | | | 1,764 | | | | | | 267 | | | | | | 1,497 | | | | | | 1.10 | | | | | | 15.1 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Non-GAAP | | | $ | 8,224 | | | | | $ | 1,116 | | | | | $ | 7,089 | | | | | $ | 5.22 | | | | | 13.6 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

(1)Amounts in this column have been intentionally rounded to the nearest $0.01 and, therefore, may not sum.

(10)The charges, which include $485 million recognized in *interest expense* and ($28 million) recognized in *other operating expense, net,* primarily relates to the early redemption of approximately $6.4 billion of Medtronic Inc. and CIFSA senior notes.

(11)The net benefit relates to the impacts of U.S. tax reform, along with intercompany legal entity restructuring, and the finalization of certain income tax aspects of the Divestiture.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Coronary & Structural Heart | | | 3,541 | | | | | | 3,730 | | | | | | | | | | | | (5) | | | | | | | | | | | | | | |

| Aortic, Peripheral & Venous | | | 1,786 | | | | | | 1,926 | | | | | | | | | | | | (7) | | | | | | | | | | | | | | |

| Cardiac and Vascular Group | | | 10,468 | | | | | | 11,505 | | | | | | | | | | | | (9) | | | | | | | | | | | | | | |

| Minimally Invasive Therapies Group | | | 8,352 | | | | | | 8,478 | | | | | | | | | | | | (1) | | | | | | | | | | | | | | |

| Brain Therapies | | | 2,922 | | | | | | 2,938 | | | | | | | | | | | | (1) | | | | | | | | | | | | | | |

| Spine | | | 2,503 | | | | | | 2,654 | | | | | | | | | | | | (6) | | | | | | | | | | | | | | |

| Pain Therapies | | | 1,107 | | | | | | 1,284 | | | | | | | | | | | | (14) | | | | | | | | | | | | | | |

[removed: The primary currencies] [added: Currencies] of our derivative instruments [removed: are] [added: include] the Euro, Japanese Yen, Chinese Yuan, and others.

Fluctuations in the [removed: currency] exchange rates of currency exposures that are unhedged, such as in certain emerging markets, may result in future earnings and cash flow volatility.

The gross notional amount of all currency exchange rate derivative instruments outstanding at April [removed: 24, 2020] [added: 30, 2021] and April [removed: 26, 2019] [added: 24, 2020] was [removed: $11.9] [added: $14.7] billion and [removed: $11.1] [added: $11.9] billion, respectively.

At April [removed: 24, 2020,] [added: 30, 2021,] these contracts were in a net unrealized [removed: gain] [added: loss] position of [removed: $384] [added: $211] million.

A sensitivity analysis of changes in the fair value of all currency exchange rate derivative contracts at April [removed: 24, 2020] [added: 30, 2021] and April [removed: 26, 2019] [added: 24, 2020] indicates that, if the U.S. dollar uniformly strengthened/weakened by 10 percent against all currencies, it would have the following impact on the fair value of these contracts:

| | | | | | | Increase (decrease) | | | | | | | | | [removed: | | | | | |]

| (in millions) | | | | | | [removed: 2020 | | | | | | 2019] [added: 2021] | | | | | | [added: 2020] | | |

| 10% appreciation in the U.S. dollar | | | | | | $ | [removed: 750] [added: 995] | | | | | $ | [removed: 916 | | | | | |] [added: 750] | |

| 10% depreciation in the U.S. dollar | | | | | | [removed: (750) | | | | | | (916)] [added: (995)] | | | | | | [added: (750)] | | |

The change did not have a material impact on our results for fiscal year ended [removed: 2020.][added: 2021.]

Our debt portfolio at April [removed: 24, 2020] [added: 30, 2021] was comprised of debt predominately denominated in U.S. dollars and the Euro, of which substantially all is fixed rate debt.

A sensitivity analysis of the impact on our interest rate-sensitive financial instruments of a hypothetical 10 basis point change in interest rates, as compared to interest rates at April [removed: 24, 2020] [added: 30, 2021] and April [removed: 26, 2019,] [added: 24, 2020,] would have the following impact on the fair value of these instruments:

| 10 basis point increase in interest rates | | | | | | $ | [removed: 34] [added: 21] | | | | | $ | [removed: 49 | | | | | |] [added: 34] | |

| 10 basis point decrease in interest rates | | | | | | [removed: (34) | | | | | | (49)] [added: (21)] | | | | | | [added: (34)] | | |

For additional discussion of market risk, see Notes [removed: 6] [added: 5] and [removed: 8] [added: 7] to the consolidated financial statements in “Item 8.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

We enter into marketable debt security positions for cash management purposes.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Increase (decrease) | | | | | | | | |

| (in millions) | | | | | | 2021 | | | | | | 2020 | | |

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

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[removed: ][added: ]

Medtronic plc, headquartered in Dublin, Ireland, is among the world's largest medical technology, services, and solutions [removed: companies - alleviating pain, restoring health, and extending life for millions of people around the world.][added: companies.]

Medtronic was founded in 1949 and today serves [removed: hospitals,] [added: healthcare systems,] physicians, clinicians, and patients in more than 150 countries worldwide.

We have four operating and reportable segments that primarily develop, manufacture, distribute, and sell device-based medical therapies and services: the [removed: Cardiac and Vascular Group,] [added: Cardiovascular Portfolio,] the [removed: Minimally Invasive Therapies Group,] [added: Medical Surgical Portfolio,] the [removed: Restorative Therapies Group,] [added: Neuroscience Portfolio,] and the Diabetes [removed: Group.][added: Operating Unit.]

For more information regarding our segments, please see Note [removed: 21] [added: 19] to the consolidated financial statements in "Item 8.

The [removed: Cardiac and Vascular Group] [added: Cardiovascular Portfolio] is made up of the Cardiac Rhythm & Heart Failure, [removed: Coronary &] Structural [removed: Heart, and] [added: Heart &] Aortic, [removed: Peripheral] [added: and Coronary] & [removed: Venous] [added: Peripheral Vascular] divisions.

The primary medical specialists who use our [removed: Cardiac and Vascular] [added: Cardiovascular] products include electrophysiologists, implanting cardiologists, heart failure specialists, cardiovascular, cardiothoracic, and vascular surgeons, and interventional cardiologists and radiologists.

[removed: ][added: ]

[removed: Our Cardiac Rhythm & Heart Failure] [added: The] division develops, manufactures, and markets products for the diagnosis, treatment, and management of heart rhythm disorders and heart failure.

Our products include implantable devices, leads and delivery systems, products for the treatment of atrial fibrillation (AF), products designed to reduce surgical site infections, information systems for the management of patients with Cardiac Rhythm & Heart Failure devices, [removed: ventricular assist systems,] and an integrated health solutions business.

[removed: - Implantable cardiac pacemakers including the Azure MRI SureScan, Adapta, Advisa MRI SureScan,] [added: The] Micra Transcatheter Pacing System, which is leadless and does not have a subcutaneous device pocket like a conventional pacemaker, [added: includes the MicraVR] and [added: the] Micra [removed: AV,] [added: AV] which can treat patients with atrioventricular block.

- Implantable cardioverter defibrillators (ICDs), including the Visia AF, Evera MRI SureScan, and the Cobalt and [removed: Chrome] [added: Crome] portfolio of BlueSync-enabled ICDs, as well as defibrillator leads, including the Sprint Quattro Secure lead.

- Implantable cardiac resynchronization therapy devices (CRT-Ds and CRT-Ps) including the Claria/Amplia/Compia family of MRI Quad CRT-D SureScan systems and the Cobalt and [removed: Chrome] [added: Crome] portfolio of BlueSync-enabled CRT-Ds, as well as the Percepta/Serena/Solara family of MRI Quad CRT-P SureScan systems.

- AF ablation products including the Arctic Front Cardiac CryoAblation Catheter System, designed for pulmonary vein isolation in the treatment of patients with drug refractory paroxysmal [removed: AF.][added: AF, as well as the DiamondTemp Ablation system, which is the first U.S. FDA-approved, temperature controlled, irrigated radiofrequency ablation system with diamonds available to deliver ablations.]

[removed: Coronary] [added: Structural Heart] & [removed: Structural Heart][added: Aortic]

[removed: Our Coronary & Structural Heart] [added: The] division includes therapies to treat [removed: coronary artery disease and] heart valve [removed: disorders.][added: disorders and aortic disease.]

Our [removed: products] [added: devices] include [removed: coronary stents and related delivery systems, including a broad line of balloon angioplasty catheters, guide catheters, guide wires, diagnostic catheters, and accessories, as well as] products for the repair and replacement of heart valves, perfusion systems, positioning and stabilization systems for beating heart revascularization surgery, [removed: and] surgical ablation [removed: products.][added: products, and comprehensive line of products and therapies to treat aortic disease, such as aneurysms, dissections, and transections.]

- Percutaneous Coronary Intervention [removed: stent] products including our Resolute Onyx drug-eluting [removed: stent.][added: stent, Euphoria balloons, and Launcher guide catheters.]

[removed: Our Aortic, Peripheral & Venous] [added: The] division is comprised of a comprehensive line of products and therapies to treat [removed: aortic disease, such as aneurysms, dissections, and transections,] [added: coronary artery disease] as well as peripheral vascular [removed: disease,] [added: disease] and venous disease.

Our products include [removed: endovascular stent graft] [added: coronary stents and related delivery] systems, [added: including a broad line of balloon angioplasty catheters, guide catheters, guide wires, diagnostic catheters, and accessories,] peripheral drug coated balloons, stent and angioplasty systems, [removed: and] carotid embolic protection systems for the treatment of vascular disease outside the heart, and products for superficial and deep venous disease.

- Endovascular stent grafts and accessories including the Endurant II Stent [removed: Grant] [added: Graft] System for the treatment of abdominal aortic aneurysms, the Valiant [removed: Navion] [added: Captivia] Thoracic Stent [removed: Grant] [added: Graft] System for thoracic endovascular aortic repair procedures, and the Heli-FX EndoAnchor System.

- Percutaneous angioplasty balloons including the IN.PACT family of drug-coated balloons, vascular [removed: stents,] [added: stents including the Abre venous stent,] directional atherectomy [removed: products,] [added: products including the HawkOne directional atherectomy system,] and other procedure support tools.

- Products to treat superficial venous diseases in the lower extremities including the ClosureFast radiofrequency ablation system and the VenaSeal [removed: medical adhesive closure system.][added: Closure System.]

The [removed: Minimally Invasive Therapies Group] [added: Medical Surgical Portfolio] is made up of the Surgical Innovations and Respiratory, Gastrointestinal, & Renal divisions.

Products and therapies of this group are used primarily by [removed: hospitals,] [added: healthcare systems,] physicians' offices, ambulatory care centers, and other alternate site healthcare providers.

[removed: ][added: ]

[removed: Our Surgical Innovations] [added: The] division develops, manufactures, and markets advanced and general surgical products including surgical stapling devices, vessel sealing instruments, wound closure, electrosurgery products, [added: surgical artificial intelligence (AI) and robotic-assisted surgery products,] hernia mechanical devices, mesh implants, [removed: and] gynecology [removed: products] and [added: lung products, and] therapies to treat diseases and conditions that are typically, but not exclusively, addressed by surgeons.

- Advanced stapling and energy products, including the Tri-Staple technology platform for endoscopic stapling, including the Endo GIA reloads and reinforced reloads with Tri-Staple Technology and the Endo GIA ultra universal stapler, the [added: Signia Powered Stapling System, the] LigaSure Exact Dissector and L-Hook Laparoscopic Sealer/Divider, and the Sonicision curved jaw cordless ultrasonic dissection system.

- Electrosurgical hardware and instruments, including the Valleylab FT10 energy platform, and the Force TriVerse electrosurgical pencils, and surgical [removed: artificial intelligence (AI),] [added: AI,] data and analytics, and digital education and training to support robotic assisted surgery platform.

[removed: Our Respiratory, Gastrointestinal, & Renal] [added: The] division develops, manufactures, and markets products in the emerging fields of minimally invasive gastrointestinal and hepatologic diagnostics and therapies, patient monitoring, respiratory interventions including airway management and ventilation therapies, and for the treatment of renal disease.

- Gastrointestinal and endoscopy products, including the PillCam [removed: portfolio,] [added: capsule endoscopy systems,] the Bravo calibration-free reflux testing systems, the EndoFLIP imaging systems, the Emprint ablation system with Thermosphere Technology, the [added: ManoScan Bravo system, the] Barrx platform through ablation with the Barrx 360 Express catheter, the [added: GI Genius intelligent endoscopy module, the] Cool-tip radiofrequency ablation system, and the HET Bipolar System.

- Airway, ventilation, and inhalation therapies products, including the Puritan Bennett [removed: 980, 840,] [added: 980] and [removed: 560] [added: 840] ventilators, the Newport e360 and HT70 ventilators, the TaperGuard Evac tube, Shiley Endotracheal Tubes, Shiley Tracheostomy Tubes, McGRATH MAC video laryngoscopes, and DAR Filters.

- Products focused on patient monitoring, including [removed: Capnostream] [added: Microstream] capnography monitors, Nellcor pulse oximetry monitors, INVOS cerebral/somatic oximetry systems, [added: Vital Sync remote monitoring, WarmTouch convective warming,] and Bispectral Index (BIS) brain monitoring technology.

- Products providing solutions for the treatment of renal disease, including Palindrome, Mahurkar and Mahurkar Elite Dialysis Access Catheters for renal therapy, [added: Argyle peritoneal dialysis catheters,] and other products designed for use in treatment of both acute and chronic renal failure conditions.

The primary medical specialists who use the products of this group include spinal surgeons, neurosurgeons, neurologists, pain management specialists, anesthesiologists, orthopedic surgeons, urologists, [removed: colorectal surgeons,] urogynecologists, interventional radiologists, and ear, nose, and throat specialists.

[removed: ][added: ]

Our [removed: Brain Therapies] [added: Cranial & Spinal Technologies] division [added: and Operating Unit] develops, manufactures, and markets an integrated portfolio of devices and therapies for [removed: the treatment of neurological disorders and diseases, as well as] surgical technologies designed to improve the precision and workflow of neuro [removed: procedures.][added: procedures, and a comprehensive line of medical devices and implants used in the treatment of the spine and musculoskeletal system.]

- Brain modulation products, including those for the treatment of the disabling symptoms of Parkinson's disease, essential tremor, refractory epilepsy, severe, treatment-resistant obsessive compulsive disorder (approved under a [removed: Humanitarian Device Exemption (HDE)] [added: HDE] in the U.S.), and chronic, intractable primary dystonia (approved under a HDE in the U.S.).

This also includes our Percept PC Neurostimulator DBS system with BrainSense [removed: technology, which received CE Mark approval in January of 2020.][added: technology.]

Our [removed: CSF] [added: cerebrospinal fluid (CSF)] Management Portfolio is used in treating hydrocephalus and other conditions impacting the intracranial pressure, and our Visualase MRI-guided laser ablation is used in cranial procedures.

Our Mission — to alleviate pain, restore health, and extend life — is one of our most powerful assets.

We remain committed to being recognized as a company of dedication, honesty, integrity, and service.

Building on this strong foundation, we are embracing our role as a healthcare technology leader and evolving our business strategy in four key areas:

- Leveraging our pipeline to win market share: The combination of our strong base business, recent product launches and robust pipeline is expected to continue accelerating our growth over both the near-and long-term.

We aim to bring inventive and disruptive technology to large healthcare opportunities which enables us to better meet patient needs.

Patients around the world deserve access to our life-saving products, and we are driven to use our local presence and scale to increase the adoption of our products and services in markets around the globe.

- Serving more patients by accelerating innovation driven growth and delivering shareholder value: We listen to our patients, customers, and employees to better understand the challenges they face.

From the patient journey, to creating agile partnerships that produce novel solutions, to making it easier for our customers to deploy our therapies — everything we do is anchored in deep insight, and creates simpler, superior experiences for everyone.

- Creating and disrupting markets with our technology by putting the “tech” in medtech: We are confident in our ability to maximize new technology, artificial intelligence (AI), and data and analytics to tailor therapies in real-time, facilitating remote monitoring and care delivery that conveniently manages conditions, and creates new standards of care.

- Empowering our operating units to become more nimble and more competitive: Our new operating model simplifies our organization in order to accelerate decision making, improve commercial execution, and more effectively leverage the scale of our company.

Our new operating model was effective February 1, 2021.

The new operating model moved from a Group structure to a Portfolio structure: Cardiovascular Portfolio (formerly Cardiac and Vascular Group), Neuroscience Portfolio (formerly Restorative Therapies Group), Medical Surgical Portfolio (formerly Minimally Invasive Therapies Group), and Diabetes Operating Unit (formerly Diabetes Group).

There were no changes to the operating and reportable segments as a result of this new operating model.

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

CARDIOVASCULAR PORTFOLIO

Our Cardiac Rhythm & Heart Failure division includes the following Operating Units: Cardiac Rhythm Management, Cardiac Ablation Solutions, Cardiovascular Diagnostics, and Mechanical Circulatory Support.

- Implantable cardiac pacemakers including the Azure MRI SureScan, Adapta, Advisa MRI SureScan, and the Micra Transcatheter Pacing System.

- Insertable cardiac monitoring systems including the Reveal LINQ and LINQ II.

These devices are for patients with abnormal heart rhythms who experience infrequent symptoms including dizziness, palpitations, syncope (fainting) and chest pain, thereby requiring long-term monitoring or ongoing management.

The LINQ II device offers remote programming, improved device longevity, and enhanced accuracy to correctly detect abnormal heart rhythms, simplifying diagnosis and monitoring of patients.

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

Our Structural Heart & Aortic division includes the following Operating Units: Structural Heart & Aortic and Cardiac Surgery.

Coronary & Peripheral Vascular

Our Coronary & Peripheral Vascular division includes the following Operating Units: Coronary & Renal Denervation and Peripheral Vascular Health.

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

MEDICAL SURGICAL PORTFOLIO

Our Surgical Innovations division includes the following Operating Units: Surgical Innovations and Surgical Robotics.

Our Respiratory, Gastrointestinal, & Renal division includes the following Operating Units: Respiratory Interventions, Patient Monitoring, Gastrointestinal, and Renal Care Solutions.

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

NEUROSCIENCE PORTFOLIO

The Neuroscience Portfolio is made up of the Cranial & Spinal Technologies, Specialty Therapies, and Neuromodulation divisions.

Cranial & Spinal Technologies

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

Our Specialty Therapies division includes the following Operating Units: Neurovascular, Ear, Nose, and Throat (ENT), and Pelvic Health.

Neuromodulation

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

DIABETES OPERATING UNIT

- Insulin pumps and consumables, including the MiniMed 770G system and MiniMed 780G system, which are all powered by SmartGuard technology.

The MiniMed 770G system provides smartphone and Bluetooth connectivity, continuously delivers background insulin, monitors sugar levels, and an expanded age indication to ages two and up.

The MiniMed 780G enhances the insulin pump systems by including automatic correction boluses and an adjustable glucose target down to 100 mg/dl.

With innovation and market leadership, we have pioneered advances in medical technology.

Our commitment to enhance our offerings by developing and acquiring new products, wrap-around programs, and solutions to meet the needs of a broader set of stakeholders is driven by the following primary strategies:

- Therapy Innovation: Delivering a strong launch cadence of meaningful therapies and procedures.

- Globalization: Addressing the inequity in healthcare access globally, primarily in emerging markets.

- Economic Value: Becoming a leader in value-based healthcare by offering new services and solutions to improve outcomes and efficiencies, lower costs by reducing hospitalizations, improve remote clinical management, and increase patient engagement.

Our primary customers include hospitals, clinics, third-party healthcare providers, distributors, and other institutions, including governmental healthcare programs and group purchasing organizations (GPOs).

Medtronic plc is the successor to Medtronic, Inc., a Minnesota corporation.

Medtronic, Inc. and Covidien plc (Covidien) were combined under and became subsidiaries of Medtronic plc on January 26, 2015.

On July 29, 2017, we completed the divestiture of our Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses (the Divestiture).

Among the product lines included in the divestiture were the dental and animal health, chart paper, wound care, incontinence, electrodes, SharpSafety, thermometry, perinatal protection, blood collection, compression, and enteral feeding offerings.

Prior to the divestiture, these businesses were included within the Minimally Invasive Therapies Group segment.

Financial Statements and Supplementary Data" in this Annual Report on Form 10-K.

CARDIAC AND VASCULAR GROUP

Principal products and services offered include:

- Insertable cardiac monitoring systems including the Reveal LINQ, which is used to record the heart’s electrical activity before, during, and after transient symptoms such as syncope (i.e. fainting) and palpitations to assist in diagnosis.

Aortic, Peripheral & Venous

MINIMALLY INVASIVE THERAPIES GROUP

RESTORATIVE THERAPIES GROUP

The Restorative Therapies Group is made up of the Brain Therapies, Spine, Specialty Therapies, and Pain Therapies divisions.

Brain Therapies

Our PEAK Surgery System and Aquamantys Sealers are advanced energy products.

Spine

Our Spine division develops, manufactures, and markets a comprehensive line of medical devices and implants used in the treatment of the spine and musculoskeletal system.

Pain Therapies

This includes the Intellis Spinal Cord Stimulation System, with

DIABETES GROUP

- Insulin pumps, including the MiniMed 670G system, which is the world's first hybrid closed loop system.

The system, powered by SmartGuard technology, mimics some of the functions of a healthy pancreas by providing two levels of automated insulin delivery to maximize Time in Range with reduced user input.

Hospitals, which purchase our technology, are also seeking to reduce

Worldwide Operations

Our global operations are accompanied by certain financial and other risks.

Relationships with customers and effective terms of sale vary by country.

Exchange rate fluctuations may affect revenues, earnings, and cash flows from operations.

We use operational and economic hedges, as well as derivative contracts, to manage the impact of currency exchange rate changes on earnings and cash flow.

See “Item 7A.

Quantitative and Qualitative Disclosures About Market Risk” and Note 8 to the consolidated financial statements in “Item 8.

Net sales and property, plant, and equipment attributable to significant geographic areas are presented in Note 21 to the consolidated financial statements in “Item 8.

Quality Management and Product Liability

Our business success depends on the quality of our products, and we have global processes, procedures and programs, including our “Quality Begins with Me” program, that are intended to help us maintain the highest possible level of quality in all products.

We operate in an industry susceptible to significant product liability claims.

A discussion of the Company’s legal proceedings is contained in Note [removed: 19] [added: 18] to the consolidated financial statements in “Item 8.

| ☒ | | | Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended April [removed: 24, 2020.] [added: 30, 2021.] | | |

[removed: ®][added: ®]

| Title of each class | | | Trading [removed: Symbol(s)] [added: Symbol] | | | Name of each exchange on which registered | | |

| [removed: Floating Rate] [added: 0.375% Senior] Notes due [removed: 2021] [added: 2028] | | | [removed: MDT/21] [added: MDT/28] | | | New York Stock Exchange | | |

| 0.000% Senior Notes due [removed: 2021] [added: 2023] | | | [removed: MDT/21A] [added: MDT/23C] | | | New York Stock Exchange | | |

| [removed: 0.000%] [added: 0.00%] Senior Notes due 2022 | | | MDT/22B | | | New York Stock Exchange | | |

Aggregate market value of voting and non-voting common equity of Medtronic plc held by non-affiliates of the registrant as of October [removed: 25, 2019,] [added: 30, 2020,] based on the closing price of [removed: $105.44] [added: $100.57] as reported on the New York Stock Exchange: approximately [removed: $141.3] [added: $135.3] billion.

Portions of the registrant’s Proxy Statement for its [removed: 2020] [added: 2021] Annual General Meeting are incorporated by reference into Part III hereof.

| [removed: [1A.](#iee3171f35a7c45a1b39695c002cea866_19)] [added: [1A.](#i63ff4d37150d42af82ca976c2f86120a_19)] | | | | | | [Risk [removed: Factors](#iee3171f35a7c45a1b39695c002cea866_19)] [added: Factors](#i63ff4d37150d42af82ca976c2f86120a_19)] | | | | | | [removed: [14](#iee3171f35a7c45a1b39695c002cea866_19)] [added: [15](#i63ff4d37150d42af82ca976c2f86120a_19)] | | |

| [removed: [1B.](#iee3171f35a7c45a1b39695c002cea866_22)] [added: [1B.](#i63ff4d37150d42af82ca976c2f86120a_22)] | | | | | | [Unresolved Staff [removed: Comments](#iee3171f35a7c45a1b39695c002cea866_22)] [added: Comments](#i63ff4d37150d42af82ca976c2f86120a_22)] | | | | | | [removed: [26](#iee3171f35a7c45a1b39695c002cea866_22)] [added: [27](#i63ff4d37150d42af82ca976c2f86120a_22)] | | |

| [removed: [3.](#iee3171f35a7c45a1b39695c002cea866_28)] [added: [3.](#i63ff4d37150d42af82ca976c2f86120a_28)] | | | | | | [Legal [removed: Proceedings](#iee3171f35a7c45a1b39695c002cea866_28)] [added: Proceedings](#i63ff4d37150d42af82ca976c2f86120a_28)] | | | | | | [removed: [27](#iee3171f35a7c45a1b39695c002cea866_28)] [added: [28](#i63ff4d37150d42af82ca976c2f86120a_28)] | | |

| [removed: [4.](#iee3171f35a7c45a1b39695c002cea866_31)] [added: [4.](#i63ff4d37150d42af82ca976c2f86120a_31)] | | | | | | [Mine Safety [removed: Disclosures](#iee3171f35a7c45a1b39695c002cea866_31)] [added: Disclosures](#i63ff4d37150d42af82ca976c2f86120a_31)] | | | | | | [removed: [27](#iee3171f35a7c45a1b39695c002cea866_31)] [added: [28](#i63ff4d37150d42af82ca976c2f86120a_31)] | | |

| [removed: [5.](#iee3171f35a7c45a1b39695c002cea866_37)] [added: [5.](#i63ff4d37150d42af82ca976c2f86120a_37)] | | | | | | [Market for Medtronic’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#iee3171f35a7c45a1b39695c002cea866_37)] [added: Securities](#i63ff4d37150d42af82ca976c2f86120a_37)] | | | | | | [removed: [28](#iee3171f35a7c45a1b39695c002cea866_37)] [added: [29](#i63ff4d37150d42af82ca976c2f86120a_37)] | | |

| [removed: [7.](#iee3171f35a7c45a1b39695c002cea866_43)] [added: [7.](#i63ff4d37150d42af82ca976c2f86120a_43)] | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iee3171f35a7c45a1b39695c002cea866_43)] [added: Operations](#i63ff4d37150d42af82ca976c2f86120a_43)] | | | | | | [removed: [32](#iee3171f35a7c45a1b39695c002cea866_43)] [added: [32](#i63ff4d37150d42af82ca976c2f86120a_43)] | | |

| [removed: [7A.](#iee3171f35a7c45a1b39695c002cea866_112)] [added: [7A.](#i63ff4d37150d42af82ca976c2f86120a_115)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iee3171f35a7c45a1b39695c002cea866_112)] [added: Risk](#i63ff4d37150d42af82ca976c2f86120a_115)] | | | | | | [removed: [56](#iee3171f35a7c45a1b39695c002cea866_112)] [added: [56](#i63ff4d37150d42af82ca976c2f86120a_115)] | | |

| [removed: [8.](#iee3171f35a7c45a1b39695c002cea866_115)] [added: [8.](#i63ff4d37150d42af82ca976c2f86120a_118)] | | | | | | [Financial Statements and Supplementary [removed: Data](#iee3171f35a7c45a1b39695c002cea866_115)] [added: Data](#i63ff4d37150d42af82ca976c2f86120a_118)] | | | | | | [removed: [57](#iee3171f35a7c45a1b39695c002cea866_115)] [added: [57](#i63ff4d37150d42af82ca976c2f86120a_118)] | | |

| [removed: [9.](#iee3171f35a7c45a1b39695c002cea866_298)] [added: [9.](#i63ff4d37150d42af82ca976c2f86120a_214)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iee3171f35a7c45a1b39695c002cea866_298)] [added: Disclosure](#i63ff4d37150d42af82ca976c2f86120a_214)] | | | | | | [removed: [117](#iee3171f35a7c45a1b39695c002cea866_298)] [added: [112](#i63ff4d37150d42af82ca976c2f86120a_214)] | | |

| [removed: [9A.](#iee3171f35a7c45a1b39695c002cea866_301)] [added: [9A.](#i63ff4d37150d42af82ca976c2f86120a_217)] | | | | | | [Controls and [removed: Procedures](#iee3171f35a7c45a1b39695c002cea866_301)] [added: Procedures](#i63ff4d37150d42af82ca976c2f86120a_217)] | | | | | | [removed: [117](#iee3171f35a7c45a1b39695c002cea866_301)] [added: [112](#i63ff4d37150d42af82ca976c2f86120a_217)] | | |

| [removed: [10.](#iee3171f35a7c45a1b39695c002cea866_310)] [added: [10.](#i63ff4d37150d42af82ca976c2f86120a_226)] | | | | | | [Directors, Executive Officers, and Corporate [removed: Governance](#iee3171f35a7c45a1b39695c002cea866_310)] [added: Governance](#i63ff4d37150d42af82ca976c2f86120a_226)] | | | | | | [removed: [118](#iee3171f35a7c45a1b39695c002cea866_310)] [added: [113](#i63ff4d37150d42af82ca976c2f86120a_226)] | | |

| [removed: [12.](#iee3171f35a7c45a1b39695c002cea866_316)] [added: [12.](#i63ff4d37150d42af82ca976c2f86120a_232)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#iee3171f35a7c45a1b39695c002cea866_316)] [added: Matters](#i63ff4d37150d42af82ca976c2f86120a_232)] | | | | | | [removed: [120](#iee3171f35a7c45a1b39695c002cea866_316)] [added: [114](#i63ff4d37150d42af82ca976c2f86120a_232)] | | |

| [removed: [13.](#iee3171f35a7c45a1b39695c002cea866_319)] [added: [13.](#i63ff4d37150d42af82ca976c2f86120a_235)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iee3171f35a7c45a1b39695c002cea866_319)] [added: Independence](#i63ff4d37150d42af82ca976c2f86120a_235)] | | | | | | [removed: [120](#iee3171f35a7c45a1b39695c002cea866_319)] [added: [115](#i63ff4d37150d42af82ca976c2f86120a_235)] | | |

| [removed: [14.](#iee3171f35a7c45a1b39695c002cea866_322)] [added: [14.](#i63ff4d37150d42af82ca976c2f86120a_238)] | | | | | | [Principal Accounting Fees and [removed: Services](#iee3171f35a7c45a1b39695c002cea866_322)] [added: Services](#i63ff4d37150d42af82ca976c2f86120a_238)] | | | | | | [removed: [120](#iee3171f35a7c45a1b39695c002cea866_322)] [added: [115](#i63ff4d37150d42af82ca976c2f86120a_238)] | | |

| [removed: [15.](#iee3171f35a7c45a1b39695c002cea866_328)] [added: [15.](#i63ff4d37150d42af82ca976c2f86120a_244)] | | | | | | [Exhibits and Financial Statement [removed: Schedules](#iee3171f35a7c45a1b39695c002cea866_328)] [added: Schedules](#i63ff4d37150d42af82ca976c2f86120a_244)] | | | | | | [removed: [121](#iee3171f35a7c45a1b39695c002cea866_328)] [added: [116](#i63ff4d37150d42af82ca976c2f86120a_244)] | | |

These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, [removed: performance] [added: performance,] or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, [removed: financial condition,] results of [removed: operations] [added: operations, financial condition,] and cash flows.

One must carefully consider forward-looking statements and understand that such forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, and involve a variety of risks and uncertainties, known and unknown, including, among others, those discussed in the sections entitled “Government [removed: Regulation and Other Considerations”] [added: Regulation”] within “Item 1.

Consequently, no forward-looking statement may be [removed: guaranteed] [added: guaranteed,] and actual results may vary materially from those projected in the forward-looking statements.

Medtronic plc

| 0.000% Senior Notes due 2025 | | | MDT/25A | | | New York Stock Exchange | | |

| 0.750% Senior Notes due 2032 | | | MDT/32 | | | New York Stock Exchange | | |

| 1.375% Senior Notes due 2040 | | | MDT/40A | | | New York Stock Exchange | | |

| 1.625% Senior Notes due 2050 | | | MDT/50 | | | New York Stock Exchange | | |

Number of Ordinary Shares outstanding on June 23, 2021: 1,343,904,180

| | | | | | | [PART I](#i63ff4d37150d42af82ca976c2f86120a_13) | | | | | | | | |

| [1.](#i63ff4d37150d42af82ca976c2f86120a_16) | | | | | | [Business](#i63ff4d37150d42af82ca976c2f86120a_16) | | | | | | [3](#i63ff4d37150d42af82ca976c2f86120a_16) | | |

| [2.](#i63ff4d37150d42af82ca976c2f86120a_25) | | | | | | [Properties](#i63ff4d37150d42af82ca976c2f86120a_25) | | | | | | [28](#i63ff4d37150d42af82ca976c2f86120a_25) | | |

| | | | | | | [PART II](#i63ff4d37150d42af82ca976c2f86120a_34) | | | | | | | | |

| [6.](#i63ff4d37150d42af82ca976c2f86120a_2536) | | | | | | [(Reserved)](#i63ff4d37150d42af82ca976c2f86120a_2536) | | | | | | [31](#i63ff4d37150d42af82ca976c2f86120a_2536) | | |

| [9B.](#i63ff4d37150d42af82ca976c2f86120a_220) | | | | | | [Other Information](#i63ff4d37150d42af82ca976c2f86120a_220) | | | | | | [112](#i63ff4d37150d42af82ca976c2f86120a_220) | | |

| | | | | | | [PART III](#i63ff4d37150d42af82ca976c2f86120a_223) | | | | | | | | |

| [11.](#i63ff4d37150d42af82ca976c2f86120a_229) | | | | | | [Executive Compensation](#i63ff4d37150d42af82ca976c2f86120a_229) | | | | | | [114](#i63ff4d37150d42af82ca976c2f86120a_229) | | |

| | | | | | | [PART IV](#i63ff4d37150d42af82ca976c2f86120a_241) | | | | | | | | |

| [16.](#i63ff4d37150d42af82ca976c2f86120a_250) | | | | | | [Form 10-K Summary](#i63ff4d37150d42af82ca976c2f86120a_250) | | | | | | [123](#i63ff4d37150d42af82ca976c2f86120a_250) | | |

| | | | | | | [Signatures](#i63ff4d37150d42af82ca976c2f86120a_253) | | | | | | [124](#i63ff4d37150d42af82ca976c2f86120a_253) | | |

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

- the COVID-19 pandemic;

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

MEDTRONIC PUBLIC LIMITED COMPANY

Number of Ordinary Shares outstanding on June 17, 2020: 1,341,298,882

| | | | | | | [PART I](#iee3171f35a7c45a1b39695c002cea866_13) | | | | | | | | |

| [1.](#iee3171f35a7c45a1b39695c002cea866_16) | | | | | | [Business](#iee3171f35a7c45a1b39695c002cea866_16) | | | | | | [3](#iee3171f35a7c45a1b39695c002cea866_16) | | |

| [2.](#iee3171f35a7c45a1b39695c002cea866_25) | | | | | | [Properties](#iee3171f35a7c45a1b39695c002cea866_25) | | | | | | [27](#iee3171f35a7c45a1b39695c002cea866_25) | | |

| | | | | | | [PART II](#iee3171f35a7c45a1b39695c002cea866_34) | | | | | | | | |

| [6.](#iee3171f35a7c45a1b39695c002cea866_40) | | | | | | [Selected Financial Data](#iee3171f35a7c45a1b39695c002cea866_40) | | | | | | [31](#iee3171f35a7c45a1b39695c002cea866_40) | | |

| [9B.](#iee3171f35a7c45a1b39695c002cea866_304) | | | | | | [Other Information](#iee3171f35a7c45a1b39695c002cea866_304) | | | | | | [117](#iee3171f35a7c45a1b39695c002cea866_304) | | |

| | | | | | | [PART III](#iee3171f35a7c45a1b39695c002cea866_307) | | | | | | | | |

| [11.](#iee3171f35a7c45a1b39695c002cea866_313) | | | | | | [Executive Compensation](#iee3171f35a7c45a1b39695c002cea866_313) | | | | | | [120](#iee3171f35a7c45a1b39695c002cea866_313) | | |

| | | | | | | [PART IV](#iee3171f35a7c45a1b39695c002cea866_325) | | | | | | | | |

| [16.](#iee3171f35a7c45a1b39695c002cea866_334) | | | | | | [Form 10-K Summary](#iee3171f35a7c45a1b39695c002cea866_334) | | | | | | [128](#iee3171f35a7c45a1b39695c002cea866_334) | | |

| | | | | | | [Signatures](#iee3171f35a7c45a1b39695c002cea866_337) | | | | | | [129](#iee3171f35a7c45a1b39695c002cea866_337) | | |

- the COVID-19 pandemic and the actions of businesses, communities and governments in response;

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

Medtronic's principal executive office is located in [removed: Dublin,] Ireland and is leased by the Company, while its main operational offices are located in the Minneapolis, Minnesota metropolitan area and are owned by the Company.

The Company's total manufacturing and research space is approximately [removed: 9.4] [added: 9.6] million square feet.

Approximately [removed: 37] [added: 35] percent of the manufacturing or research facilities are owned by Medtronic and the balance is leased.

| Puerto Rico | | | | | | [removed: 831] [added: 811] | | |

Medtronic also maintains sales and administrative offices in the U.S. at [removed: 4] [added: six] locations in [removed: 4] [added: six] states and outside the U.S. at [removed: 145] [added: 138] locations in [removed: 64] [added: 63] countries.

The Company is using substantially all of its currently available productive space to develop, manufacture, and market [added: its] products.

| China | | | | | | 735 | | |

| Minnesota | | | | | | 623 | | |

| Arizona | | | | | | 294 | | |

| France | | | | | | 270 | | |

| Colorado | | | | | | 259 | | |

| California | | | | | | 204 | | |

| Minnesota | | | | | | 985 | | |

| China | | | | | | 823 | | |

| California | | | | | | 410 | | |

| Colorado | | | | | | 320 | | |

| Arizona | | | | | | 319 | | |

| Israel | | | | | | 297 | | |

| India | | | | | | 254 | | |

| Massachusetts | | | | | | 217 | | |

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

The following table provides information about the shares repurchased by the Company during the fourth quarter of fiscal year [removed: 2020:][added: 2021:]

| [removed: 1/25/2020-2/21/2020] [added: 1/30/2021-2/26/2021] | | | | | | [removed: 950,308] [added: —] | | | | | | $ | [removed: 118.23] [added: —] | | | | | [removed: 950,308] [added: —] | | | | | | $ | 5,950,169,124 | |

| [removed: 2/22/2020-3/27/2020] [added: 2/27/2021-4/2/2021] | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,950,169,124 | | |

In [removed: June 2017,] [added: March 2019,] the Company's Board of Directors authorized the repurchase of [removed: $5.0] [added: $6.0] billion of the [removed: Company’s] [added: Company's] ordinary shares.

On June [removed: 17, 2020,] [added: 23, 2021,] there were approximately [removed: 24,933] [added: 23,394] shareholders of record of the Company’s ordinary shares.

Ordinary cash dividends declared and paid totaled [removed: 54.0] [added: 58.0] cents per share for each quarter of fiscal year [removed: 2020] [added: 2021] and [removed: 50.0] [added: 54.0] cents per share for each quarter of fiscal year [removed: 2019.][added: 2020.]

The graph assumes that $100 was invested at market close on April [removed: 24, 2015] [added: 29, 2016] in Medtronic’s ordinary shares, the S&P 500 Index, and the S&P 500 Health Care Equipment Index and that all dividends were reinvested.

[removed: ][added: ]

| Company/Index | | | | | | April [removed: 2015] [added: 2016] | | | | | | April [removed: 2016] [added: 2017] | | | | | | April [removed: 2017] [added: 2018] | | | | | | April [removed: 2018] [added: 2019] | | | | | | April [removed: 2019] [added: 2020] | | | | | | April [removed: 2020] [added: 2021] | | |

The Financial Transfers Act, [removed: 1992,] [added: 1992] provides that the Irish Minister for Finance can make provision for the restriction of financial transfers between Ireland and other countries.

For the purposes of this Act, “financial transfers” include all transfers which would be movements of capital or payments within the meaning of the treaties governing the E.U. if they had been made between Member States of the E.U. This Act has been used by the Minister for Finance to implement European Council Directives, which provide for the restriction of financial transfers to certain countries, [removed: organizations] [added: organizations,] and people including the Al-Qaeda network and the Taliban, Afghanistan, Belarus, Burma (Myanmar), Democratic People’s Republic of Korea, Democratic Republic of Congo, [removed: Egypt,] Iran, Iraq, Ivory Coast, Lebanon, Liberia, Libya, Republic of Guinea, Somalia, Sudan, Syria, Tunisia, Ukraine and Zimbabwe.

| 4/3/2021-4/30/2021 | | | | | | 4,404,719 | | | | | | 126.80 | | | | | | 4,404,719 | | | | | | 5,391,654,170 | | |

| Total | | | | | | 4,404,719 | | | | | | $ | 126.80 | | | | | 4,404,719 | | | | | | 5,391,654,170 | | |

On May 27, 2021, the Company announced an increase in Medtronic's cash dividends for the first quarter of fiscal year 2022, raising the amount to $0.63.

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

| Medtronic plc | | | | | | $ | 100.00 | | | | | $ | 107.23 | | | | | $ | 107.29 | | | | | $ | 117.86 | | | | | $ | 136.89 | | | | | $ | 184.54 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 117.92 | | | | | | 134.66 | | | | | | 151.27 | | | | | | 148.91 | | | | | | 223.20 | | |

| S&P 500 Health Care Equipment Index | | | | | | 100.00 | | | | | | 117.16 | | | | | | 141.00 | | | | | | 165.48 | | | | | | 188.33 | | | | | | 249.74 | | |

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

| 3/28/2020-4/24/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,950,169,124 | | |

| Total | | | | | | 950,308 | | | | | | $ | 118.23 | | | | | 950,308 | | | | | | 5,950,169,124 | | |

In March 2019, the Company's Board of Directors authorized an incremental $6.0 billion for repurchase of the Company's ordinary shares.

The Company has deprioritized repurchases of ordinary shares as a result of the COVID-19 pandemic.

| Medtronic plc | | | | | | $ | 100.00 | | | | | $ | 104.10 | | | | | $ | 111.62 | | | | | $ | 111.69 | | | | | $ | 122.69 | | | | | $ | 142.51 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 99.69 | | | | | | 117.55 | | | | | | 134.24 | | | | | | 150.80 | | | | | | 148.44 | | |

| S&P 500 Health Care Equipment Index | | | | | | 100.00 | | | | | | 105.96 | | | | | | 124.14 | | | | | | 149.40 | | | | | | 175.35 | | | | | | 199.55 | | |

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

Our fiscal year-end is the last Friday in April, and therefore, the total weeks in a fiscal year fluctuates between 52 and 53 weeks.

Fiscal years 2017 through 2020 were 52-week years.

Fiscal year 2016 was a 53-week year, as will be fiscal year 2021, with the additional week occurring in the first quarter.

The table below illustrates operating results and other selected financial data for fiscal years 2016 to 2020.

Certain reclassifications have been made to prior year selected financial data to conform to classifications used in the current year.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Fiscal Year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (in millions, except per share data and additional information) | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating Results: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | $ | 28,913 | | | | | $ | 30,557 | | | | | $ | 29,953 | | | | | $ | 29,710 | | | | | $ | 28,833 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cost of products sold | | | 9,424 | | | | | | 9,155 | | | | | | 9,067 | | | | | | 9,294 | | | | | | 9,128 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Research and development expense | | | 2,331 | | | | | | 2,330 | | | | | | 2,256 | | | | | | 2,193 | | | | | | 2,211 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Selling, general, and administrative expense | | | 10,109 | | | | | | 10,418 | | | | | | 10,238 | | | | | | 10,018 | | | | | | 9,770 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Amortization of intangible assets | | | 1,756 | | | | | | 1,764 | | | | | | 1,823 | | | | | | 1,980 | | | | | | 1,931 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Restructuring charges, net | | | 118 | | | | | | 198 | | | | | | 30 | | | | | | 303 | | | | | | 290 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Certain litigation charges | | | 313 | | | | | | 166 | | | | | | 61 | | | | | | 300 | | | | | | 26 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Gain on sale of businesses | | | — | | | | | | — | | | | | | (697) | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other operating expense, net | | | 71 | | | | | | 258 | | | | | | 535 | | | | | | 239 | | | | | | 93 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating profit | | | 4,791 | | | | | | 6,268 | | | | | | 6,640 | | | | | | 5,383 | | | | | | 5,384 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other non-operating income, net | | | (356) | | | | | | (373) | | | | | | (181) | | | | | | (313) | | | | | | (338) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest expense | | | 1,092 | | | | | | 1,444 | | | | | | 1,146 | | | | | | 1,094 | | | | | | 1,386 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income before income taxes | | | 4,055 | | | | | | 5,197 | | | | | | 5,675 | | | | | | 4,602 | | | | | | 4,336 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income tax (benefit) provision | | | (751) | | | | | | 547 | | | | | | 2,580 | | | | | | 578 | | | | | | 798 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | 4,806 | | | | | | 4,650 | | | | | | 3,095 | | | | | | 4,024 | | | | | | 3,538 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net (income) loss attributable to noncontrolling interests | | | (17) | | | | | | (19) | | | | | | 9 | | | | | | 4 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income attributable to Medtronic | | | $ | 4,789 | | | | | $ | 4,631 | | | | | $ | 3,104 | | | | | $ | 4,028 | | | | | $ | 3,538 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic earnings per share | | | $ | 3.57 | | | | | $ | 3.44 | | | | | $ | 2.29 | | | | | $ | 2.92 | | | | | $ | 2.51 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Diluted earnings per share | | | 3.54 | | | | | | 3.41 | | | | | | 2.27 | | | | | | 2.89 | | | | | | 2.48 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash dividends declared per ordinary share | | | 2.16 | | | | | | 2.00 | | | | | | 1.84 | | | | | | 1.72 | | | | | | 1.52 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Financial Position at Fiscal Year-end: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | 90,689 | | | | | | 89,694 | | | | | | 91,393 | | | | | | 99,857 | | | | | | 99,685 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Long-term debt | | | 22,021 | | | | | | 24,486 | | | | | | 23,699 | | | | | | 25,921 | | | | | | 30,109 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Shareholders’ equity | | | 50,737 | | | | | | 50,091 | | | | | | 50,720 | | | | | | 50,208 | | | | | | 51,977 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Additional Information: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Full-time employees at year-end | | | 93,792 | | | | | | 90,071 | | | | | | 86,368 | | | | | | 91,267 | | | | | | 88,063 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Full-time equivalent employees at year-end | | | 104,950 | | | | | | 101,013 | | | | | | 98,003 | | | | | | 102,688 | | | | | | 98,017 | | | | | | | | | | | | | | | | | | | | | | | | | | |

We have audited the accompanying consolidated balance sheets of Medtronic plc and its subsidiaries (the “Company”) as of April [removed: 24, 2020] [added: 30, 2021] and April [removed: 26, 2019,] [added: 24, 2020,] and the related consolidated statements of income, [added: of] comprehensive income, [added: of] equity and [added: of] cash flows for each of the three years in the period ended April [removed: 24, 2020,] [added: 30, 2021,] including the related notes and [added: financial statement] schedule [removed: of valuation and qualifying accounts for each of the three years] [added: listed] in the [removed: period ended April 24, 2020] [added: index] appearing under Item 15(a)(1) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of April [removed: 24, 2020,] [added: 30, 2021,] based on criteria established in *Internal Control - Integrated [removed: Framework* (2013)] [added: Framework (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April [removed: 24, 2020] [added: 30, 2021] and April [removed: 26, 2019,] [added: 24, 2020,] and the results of its operations and its cash flows for each of the three years in the period ended April [removed: 24, 2020] [added: 30, 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April [removed: 24, 2020,] [added: 30, 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As discussed in Note [removed: 2] [added: 1] to the consolidated financial statements, the Company changed the manner in which it accounts for leases in fiscal year 2020.

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 [added: accordance with generally accepted accounting principles.]

[removed: 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.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: As described in Notes 1] [added: At April 30, 2021] and [removed: 19 to the consolidated financial statements, the Company’s consolidated] [added: April 24, 2020,] accrued litigation was approximately [removed: $0.5] [added: $0.4] billion [removed: as of April 24, 2020.][added: and $0.5 billion, respectively.]

[removed: Management] [added: Contingencies The Company] records [removed: liabilities] [added: a liability in the consolidated financial statements] for loss contingencies [removed: related to legal actions] when a loss is known or considered [removed: probable] [added: probable,] and the amount may be reasonably estimated.

[removed: This,] [added: This] in [removed: turn,] [added: turn] led to a high degree of auditor judgment, [removed: subjectivity and] effort [added: and subjectivity] in performing procedures and evaluating audit evidence [removed: related] to [added: support] management’s [removed: judgments, estimated loss or range] [added: accurate measurement] of [removed: loss, and disclosures] [added: the income tax reserve for the uncertain tax position] related to [added: Puerto Rico manufacturing, as] the [removed: litigation contingencies.][added: nature of the evidence is often highly subjective.]

*Income Tax [removed: Reserves] [added: Reserve] for [added: the] Uncertain Tax [removed: Positions] [added: Position] Related to Puerto Rico Manufacturing*

As described in Notes [removed: 14] [added: 13] and [removed: 19] [added: 18] to the consolidated financial statements, management records reserves for uncertain tax positions related to unresolved matters with the Internal Revenue Service (IRS) and other taxing authorities.

A [removed: significant] remaining unresolved issue with the IRS, [removed: for which management has recorded a reserve,] 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 [removed: key] manufacturing sites.

These reserves are subject to a high degree of [added: estimation and management judgment.]

Total reserves relating to uncertain tax positions as of April [removed: 24, 2020] [added: 30, 2021] were [removed: $1.862] [added: $1.668] billion, of which the Puerto Rico manufacturing [removed: reserves make] [added: reserve makes] up a significant portion.

The principal considerations for our determination that performing procedures relating to [added: the] income tax [removed: reserves] [added: reserve] for [added: the] uncertain tax [removed: positions] [added: position] related to Puerto Rico manufacturing is a critical audit matter are [removed: there was] [added: the] significant judgment by management when determining the reserves, including a high degree of estimation uncertainty relative to the unresolved [removed: matters] [added: issue with the IRS] involving one of the Company’s [removed: key] manufacturing sites.

These procedures included testing the effectiveness of controls relating to the [removed: identification and] recognition of the [added: income tax] reserves for uncertain tax positions, [removed: and controls addressing completeness of the uncertain tax positions,] as well as controls over measurement of the [removed: reserve.][added: reserves.]

| | | | Fiscal Year | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| (in millions, except per share data) | | | [removed: 2020 | | | | | | 2019 | | | | | | 2018] [added: 2021] | | | | | | [added: 2020] | | | | | | [added: 2019] | | |

| Net sales | | | $ | [removed: 28,913] [added: 30,117] | | | | | $ | [removed: 30,557] [added: 28,913] | | | | | $ | [removed: 29,953 | | | | | | | | | | | |] [added: 30,557] | |

| Costs and expenses: | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Cost of products sold | | | [removed: 9,424 | | | | | | 9,155 | | | | | | 9,067] [added: 10,483] | | | | | | [added: 9,424] | | | | | | [added: 9,155] | | |

| Research and development expense | | | [removed: 2,331 | | | | | | 2,330 | | | | | | 2,256] [added: 2,493] | | | | | | [added: 2,331] | | | | | | [added: 2,330] | | |

| Selling, general, and administrative expense | | | [removed: 10,109 | | | | | | 10,418 | | | | | | 10,238] [added: 10,148] | | | | | | [added: 10,109] | | | | | | [added: 10,418] | | |

| Amortization of intangible assets | | | [removed: 1,756 | | | | | | 1,764 | | | | | | 1,823] [added: 1,783] | | | | | | [added: 1,756] | | | | | | [added: 1,764] | | |

| Restructuring charges, net | | | [removed: 118 | | | | | | 198 | | | | | | 30] [added: 293] | | | | | | [added: 118] | | | | | | [added: 198] | | |

| Certain litigation charges | | | [removed: 313 | | | | | | 166 | | | | | | 61] [added: 118] | | | | | | [added: 313] | | | | | | [added: 166] | | |

| Other operating expense, net | | | [removed: 71 | | | | | | 258 | | | | | | 535] [added: 315] | | | | | | [added: 71] | | | | | | [added: 258] | | |

| Operating profit | | | [removed: 4,791 | | | | | | 6,268 | | | | | | 6,640] [added: 4,484] | | | | | | [added: 4,791] | | | | | | [added: 6,268] | | |

| Other non-operating income, net | | | [removed: (356) | | | | | | (373) | | | | | | (181)] [added: (336)] | | | | | | [added: (356)] | | | | | | [added: (373)] | | |

| Interest expense | | | [removed: 1,092 | | | | | | 1,444 | | | | | | 1,146] [added: 925] | | | | | | [added: 1,092] | | | | | | [added: 1,444] | | |

| Income before income taxes | | | [removed: 4,055 | | | | | | 5,197 | | | | | | 5,675] [added: 3,895] | | | | | | [added: 4,055] | | | | | | [added: 5,197] | | |

| Income tax [removed: (benefit) provision | | | (751) | | | | | | 547 | | |] [added: provision (benefit)] | | | [removed: 2,580] [added: 265] | | | | | | [added: (751)] | | | | | | [added: 547] | | |

| Net income | | | [removed: 4,806 | | | | | | 4,650 | | | | | | 3,095] [added: 3,630] | | | | | | [added: 4,806] | | | | | | [added: 4,650] | | |

| Net [removed: (income) loss] [added: income] attributable to noncontrolling interests | | | [removed: (17) | | | | | | (19) | | | | | | 9] [added: (24)] | | | | | | [added: (17)] | | | | | | [added: (19)] | | |

| Net income attributable to Medtronic | | | $ | [removed: 4,789] [added: 3,606] | | | | | $ | [removed: 4,631] [added: 4,789] | | | | | $ | [removed: 3,104 | | | | | | | | | | | |] [added: 4,631] | |

| Basic earnings per share | | | $ | [removed: 3.57] [added: 2.68] | | | | | $ | [removed: 3.44] [added: 3.57] | | | | | $ | [removed: 2.29 | | | | | | | | | | | |] [added: 3.44] | |

| Diluted earnings per share | | | $ | [removed: 3.54] [added: 2.66] | | | | | $ | [removed: 3.41] [added: 3.54] | | | | | $ | [removed: 2.27 | | | | | | | | | | | |] [added: 3.41] | |

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

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

These procedures also included, among others, (i) testing management’s process for determining the reserve for the uncertain tax position, (ii) evaluating the status and results of the U. S. Tax Court case, and (iii) evaluating the consistency of the reserve calculation with the relevant documents related to the tax court case.

| June 25, 2021 | | |

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,606 | | | | | | — | | | | | | 3,606 | | | | | | 24 | | | | | | 3,630 | | |

| April 30, 2021 | | | | | | 1,345 | | | | | | $ | — | | | | | $ | 26,319 | | | | | $ | 28,594 | | | | | $ | (3,485) | | | | | $ | 51,428 | | | | | $ | 174 | | | | | $ | 51,602 | |

(2) The cumulative effect of change in accounting principle in fiscal year 2020 resulted from the adoption of accounting guidance that requires lessees to recognize right-of-use assets and lease liabilities on the balance sheet.

As a result of the adoption, the Company adjusted the opening balance of retained earnings for $33 million as of April 27, 2019.

[Table of](#i63ff4d37150d42af82ca976c2f86120a_7) [Contents](#i63ff4d37150d42af82ca976c2f86120a_7)

| Proceeds from short-term borrowings (maturities greater than 90 days) | | | 2,789 | | | | | | — | | | | | | — | | |

| Repayments from short-term borrowings (maturities greater than 90 days) | | | (2,853) | | | | | | — | | | | | | — | | |

Amounts reported in millions within this annual report are computed based on the amounts in thousands, and therefore, the sum of the components may not equal the total amount reported in millions due to rounding.

Additionally, certain columns and rows within tables may not sum due to rounding.

There was not a material impact to accounting estimates associated with the Company’s consolidated financial statements as of and for the fiscal years ended April 30, 2021 and April 24, 2020.

Fiscal year 2021 was a 53-week year, with the extra week having occurred in the first fiscal month of the first quarter.

Internal operational budgets and long-range strategic plans are used as a basis for the cash flow analysis.

The Company also utilizes assumptions for working capital, capital expenditures, and terminal growth rates.

The discount rate applied to the cash flow analysis is based on the weighted average cost of capital (“WACC”) for each reporting unit.

In addition, interest rate swaps and total return swaps are included in Level 2 as

*Current Expected Credit Losses*

During the first and fourth quarters of fiscal year 2021, the Company realigned its divisions within Neuroscience and Cardiovascular, respectively.

As a result, fiscal year 2020 and 2019 revenue has been recast to adjust for these realignments Additionally, the Company implemented a new operating model in fiscal year 2021, which was fully operational beginning in the fourth quarter.

| Structural Heart & Aortic | | | 2,834 | | | | | | 2,842 | | | | | | 2,882 | | |

| Coronary & Peripheral Vascular | | | 2,354 | | | | | | 2,486 | | | | | | 2,774 | | |

| Cardiovascular | | | 10,772 | | | | | | 10,468 | | | | | | 11,505 | | |

| Medical Surgical | | | 8,737 | | | | | | 8,352 | | | | | | 8,478 | | |

| Cranial & Spinal Technologies | | | 4,288 | | | | | | 4,082 | | | | | | 4,252 | | |

| Neuromodulation | | | 1,601 | | | | | | 1,497 | | | | | | 1,736 | | |

| Neuroscience | | | 8,195 | | | | | | 7,725 | | | | | | 8,183 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cardiovascular | | | $ | 5,248 | | | | | $ | 5,062 | | | | | $ | 5,750 | | | | | $ | 3,752 | | | | | $ | 3,519 | | | | | $ | 3,767 | | | | | $ | 1,773 | | | | | $ | 1,887 | | | | | $ | 1,988 | |

| Medical Surgical | | | 3,650 | | | | | | 3,532 | | | | | | 3,630 | | | | | | 3,320 | | | | | | 3,169 | | | | | | 3,250 | | | | | | 1,766 | | | | | | 1,651 | | | | | | 1,598 | | |

| Neuroscience | | | 5,456 | | | | | | 5,122 | | | | | | 5,478 | | | | | | 1,724 | | | | | | 1,659 | | | | | | 1,759 | | | | | | 1,015 | | | | | | 945 | | | | | | 946 | | |

| Diabetes | | | 1,171 | | | | | | 1,204 | | | | | | 1,336 | | | | | | 1,019 | | | | | | 940 | | | | | | 855 | | | | | | 222 | | | | | | 224 | | | | | | 200 | | |

| Total | | | $ | 15,526 | | | | | $ | 14,919 | | | | | $ | 16,194 | | | | | $ | 9,815 | | | | | $ | 9,287 | | | | | $ | 9,631 | | | | | $ | 4,777 | | | | | $ | 4,707 | | | | | $ | 4,732 | |

accordance with generally accepted accounting principles.

*Litigation Contingencies*

The Company is involved in a number of legal actions involving product liability, intellectual property and commercial disputes, and shareholder related matters, which represents a significant portion of the total consolidated accrued litigation reserve.

In some actions, the enforcement agencies or private claimants seek damages, as well as other civil or criminal remedies, that could require significant expenditures, result in lost revenues, or limit the Company’s ability to conduct business in the applicable jurisdictions.

Determining the estimated loss or range of loss requires management to use significant judgment.

The principal considerations for our determination that performing procedures relating to litigation contingencies is a critical audit matter are there was significant judgment by management when assessing whether a loss is probable of being incurred and when determining whether a reasonable estimate of the loss or range of loss for each claim can be made.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s evaluation of litigation claims, including controls over determining whether a loss is probable of being incurred and whether the amount of loss can be reasonably estimated, as well as financial statement disclosures.

These procedures also included, among others, (i) evaluating the reasonableness of management’s assessment regarding whether an unfavorable outcome is reasonably possible or probable and reasonably estimable, (ii) testing management’s process to determine the estimate of the loss or range of loss, (iii) obtaining and evaluating letters of audit inquiry with internal and external legal counsel, and (iv) evaluating the sufficiency of the Company’s litigation contingency disclosures.

estimation and management judgment.

This in turn led to a high degree of auditor judgment, effort and subjectivity in performing procedures to evaluate the timely identification and accurate measurement of the reserves.

These procedures also included, among others, evaluating management’s process to determine the estimate, evaluating the reasonableness of the underlying assumptions in management’s calculations to support the reserves recorded, including evaluating whether the methodology and assumptions used by the Company are consistent with the tax court’s ruling and examined relevant documents related to the tax court case.

Professionals with specialized skill and knowledge were used to assist in these procedures.

| June 19, 2020 | | |

Medtronic plc

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gain on sale of businesses | | | — | | | | | | — | | | | | | (697) | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| April 28, 2017 | | | | | | 1,369 | | | | | | $ | — | | | | | $ | 29,551 | | | | | $ | 23,270 | | | | | $ | (2,613) | | | | | $ | 50,208 | | | | | $ | 122 | | | | | $ | 50,330 | | | | | | | |

| Net income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,104 | | | | | | — | | | | | | 3,104 | | | | | | (9) | | | | | | 3,095 | | | | | | | | |

(1) The cumulative effect of change in accounting principle in fiscal year 2018 resulted from the adoption of accounting guidance that requires the tax effect of intra-entity transactions, other than sales of inventory, to be recognized when the transaction occurs, and accounting guidance which permitted reclassification of stranded tax effects resulting from the enactment of comprehensive U.S. tax legislation from accumulated other comprehensive loss to retained earnings.

| Investment loss | | | — | | | | | | — | | | | | | 227 | | | | | | | | | | | | | | |

| Proceeds from sale of businesses | | | — | | | | | | — | | | | | | 6,058 | | | | | | | | | | | | | | |

While there was not a material impact to the Company’s consolidated financial statements as of and for the fiscal year ended April 24, 2020, changes in the Company’s assessment about the length and severity of the pandemic, as well as other factors, could result in actual results differing from estimates.

The Company's fiscal year 2021 is a 53-week year, with the extra week occurring during the first quarter, and will end on April 30, 2021.

Investments without readily determinable fair values that do not qualify for the practical expedient to estimate fair value using the net asset value per share or its equivalent are accounted for at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investments of the issuer.

This election is made for each investment separately and is reassessed at each reporting period as to whether the investment continues to qualify for this election.

Notes to Consolidated Financial Statements (Continued)

investee’s income or loss and dividends paid.

IPR&D acquired outside of a business combination is expensed immediately.

with yield curves, and benchmark securities.

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.

Recently adopted

*Others*

In August 2017, the FASB issued guidance to better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results.

Not Yet Adopted

The new standard will be effective for the Company in the first quarter of fiscal year 2021.

The Company does not expect the adoption of the guidance to have a material impact on the Company’s consolidated financial statements.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective at April [removed: 24, 2020.][added: 30, 2021.]

The effectiveness of the Company's internal control over financial reporting as of April [removed: 24, 2020] [added: 30, 2021] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included in “Item 8.

[removed: There have been] [added: During the quarter ended April 30, 2021, there were] no [removed: other] changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) [removed: during the period covered by this Annual Report on Form 10-K] that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company has not experienced any material impacts to its internal controls over financial reporting despite the fact that most of its employees are working remotely due to the COVID-19 pandemic.

During the third quarter of fiscal year 2020, the Company deployed an enterprise resource planning (ERP) software program, SAP, to the Minimally Invasive Therapies Group in the U.S. and Canada.

The internal controls were updated to reflect these changes.

Part III of this Annual Report on Form 10-K incorporates information by reference from the Company's [removed: 2020] [added: 2021] definitive proxy statement, which will be filed no later than 120 days after April [removed: 24, 2020.][added: 30, 2021.]

Medtronic has engaged in certain activities that it is required to disclose pursuant to Section 13(r)(1)(D)(ii) of the Securities Exchange Act of 1934, as amended.

The activities described herein are expressly authorized by the U.S. Government under applicable economic sanctions regulations.

Specifically, Medtronic’s affiliate in Russia, Medtronic Russia LLC (“Medtronic Russia”), is required under Russian law to complete certain notification and filing requirements to Russia’s Federal Security Service (“FSB”) regarding certain Medtronic medical devices that make use of encryption functionality that are imported into Russia.

While the FSB has been included on the Specially Designated Nationals (“SDN”) List administered by the Office of Foreign Assets Control (“OFAC”), these activities are and remain authorized.

In particular, Cyber General License No. 1B (“Cyber GL 1B”), issued by OFAC, authorizes all transactions ordinarily incident to obtaining such permits from the FSB, provided that certain conditions are met.

Historically, Medtronic has not been required to disclose these lawful dealings with the FSB.

However, on March 2, 2021, OFAC designated the FSB pursuant to an additional sanctions authority.

While OFAC amended the applicable general license to confirm that all previously authorized dealings with the FSB remain authorized (notwithstanding the additional designation), the designation of the FSB with a \[NPWMD\] tag pursuant to Executive Order 13382 means that Medtronic is required under Section 13(r)(1)(D)(ii) of the Securities Exchange Act to disclose certain information as a result of this additional designation, as Section 13(r)(1)(D)(ii) does not contain an exception from its reporting requirements for activities that are authorized by the U.S. Government.

Since March 2, 2021, in the normal course of business and consistent with the authorization of Cyber GL 1B, Medtronic Russia filed five notifications with the FSB, as required under local Russian law for the import of medical devices that make use of encryption functionality.

These activities did not directly result in any revenues or profits for Medtronic.

Medtronic intends to continue engaging in activities for which it is authorized by Cyber GL 1B (or any successor GL), to the extent necessary to comply with local law requirements in Russia.

None.

The sections entitled “Proposal 1 — Election of Directors — Directors and Nominees,” “Corporate Governance — Committees of the Board and Meetings,” and “Share Ownership Information — [added: Delinquent] Section 16(a) [removed: Beneficial Ownership Reporting Compliance”] [added: Report”] in the Company's Proxy Statement for our [removed: 2020] [added: 2021] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 24, 2020,] [added: 30, 2021,] are incorporated herein by reference.

The following table shows the name, age, and position as of April [removed: 24, 2020] [added: 30, 2021] of each of our executive officers:

| Geoffrey S. Martha | | | | | | [removed: 50] [added: 51] | | | | | | [added: Chairman and] Chief Executive Officer | | |

| Richard Kuntz, M.D. | | | | | | [removed: 63] [added: 64] | | | | | | Senior Vice President and Chief [removed: Scientific] [added: Medical] and [removed: Clinical] [added: Scientific] Officer | | |

| Bradley E. Lerman | | | | | | [removed: 63] [added: 64] | | | | | | Senior Vice President, General Counsel and Corporate Secretary of the Company | | |

| Karen L. Parkhill | | | | | | [removed: 54] [added: 55] | | | | | | Executive Vice President and Chief Financial Officer | | |

| Carol A. Surface | | | | | | [removed: 54] [added: 55] | | | | | | Senior Vice President and Chief Human Resources Officer | | |

| Robert ten Hoedt | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President and President, EMEA Region | | |

[removed: | Robert J.] [added: Since 2017, Mr.] White [removed: | | | | | | 57 | | | | | |] [added: has served as] Executive Vice President and [removed: President,] [added: Group President of the] Minimally Invasive Therapies Group [removed: | | |][added: of Medtronic.]

| John Liddicoat, M.D. | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President and President, Americas Region | | |

| Sean Salmon | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President and [removed: Group] President, Diabetes [removed: Group] [added: Operating Unit, President, Cardiovascular Portfolio] | | |

| Brett Wall | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President and President, [removed: Restorative Therapies Group] [added: Neuroscience Portfolio] | | |

[removed: Omar Ishrak,] [added: Martha,] age [removed: 64,] [added: 51,] is Chairman of the Board of Directors [removed: and, effective April 27, 2020,] [added: and Chief] Executive [removed: Chairman] [added: Officer] of Medtronic.

[removed: He] [added: Prior to his role as Chairman and CEO, he] served as President of Medtronic from November 2019 through April 2020 and joined the Board of Directors in November 2019.

[removed: Prior to that,] [added: Previously,] Mr. Martha served as Executive Vice President and President, Restorative Therapies Group, a role he held since August 2015.

[removed: Coyle,] [added: Robert ten Hoedt,] age [removed: 58,] [added: 60,] has been Executive Vice President and [removed: Group] President, [removed: Cardiac and Vascular Group] [added: EMEA] of the Company since January 2015 and of Medtronic, Inc. since [removed: December 2009.][added: May 2014.]

Richard Kuntz, M.D., age [removed: 63,] [added: 64,] has been Senior Vice President and Chief [removed: Scientific] [added: Medical] and [removed: Clinical] [added: Scientific] Officer of the Company since January 2015 and of Medtronic, Inc. since August 2009.

Lerman, age [removed: 63,] [added: 64,] has been Senior Vice President, General Counsel and Corporate Secretary of the Company since January 2015 and of Medtronic, Inc. since May 2014.

Parkhill, age [removed: 54,] [added: 55,] joined the Company as Executive Vice President and Chief Financial Officer in June 2016.

Surface, age [removed: 54,] [added: 55,] has been Senior Vice President and Chief Human Resources Officer of the Company since January 2015 and of Medtronic, Inc. since September 2013.

John Liddicoat, M.D., age [removed: 56,] [added: 57,] was named Executive Vice President and President, Americas Region in September 2018.

Beginning in August 2014, Dr. Liddicoat served as Senior Vice President and President, Cardiac Rhythm and Heart [removed: Failure (CRHF) Division.][added: Failure.]

Sean Salmon, age [removed: 55,] [added: 56,] has been Executive Vice President and Group President, Diabetes Group of the company since October [removed: 2019.][added: 2019, and also assumed the role of Executive Vice President and President, Cardiovascular Portfolio in January 2021.]

Brett Wall, age [removed: 55, has been] [added: 56, is] Executive Vice President and President of Medtronic’s [removed: Restorative Therapies Group since November 2019.][added: Neuroscience Portfolio.]

Mr. Wall previously served as Senior Vice President and President of the Brain Therapies division of [removed: Medtronic, which is part of] [added: Medtronic within] the [removed: Company’s] Restorative Therapies Group [removed: beginning in] [added: of the Company from] March [removed: 2016.][added: 2016 to November 2019.]

| Robert J. White | | | | | | 58 | | | | | | Executive Vice President and President, Medical Surgical Portfolio | | |

Geoff assumed the role of CEO on April 27, 2020 and became Chairman of the Board on December 11, 2020.

White, age 58, is Executive Vice President and President, Medical Surgical Portfolio.

| Omar Ishrak | | | | | | 64 | | | | | | Executive Chairman and Chairman of the Board, Medtronic | | |

| Michael J. Coyle | | | | | | 58 | | | | | | Executive Vice President and Group President, Cardiac and Vascular Group | | |

Prior to that, Mr. Ishrak served as Chief Executive Officer of the Company beginning in January 2015 and of Medtronic, Inc., since June 2011.

Mr. Ishrak served as President and Chief Executive Officer of GE Healthcare Systems, a division of GE, from 2009 to 2011.

Prior to that, Mr. Ishrak was President and Chief Executive Officer of GE Healthcare Clinical Systems from 2005 to 2008 and President and Chief Executive Officer of GE Healthcare Ultrasound and BMD from 1995 to 2004.

Mr. Ishrak is also the independent Chairman of the Board of Directors of Intel Corporation.

Martha, age 50, is the Chief Executive Officer of Medtronic, a role he assumed on April 27, 2020.

Michael J.

Prior to that, he served as President of the Cardiac Rhythm Management division at St. Jude from 2001 to 2007, and prior positions included serving St. Jude as President of the company’s Daig Catheter division and numerous leadership positions at Eli Lilly & Company.

Mr. Coyle is also a current member of the Board of Directors of Haemonetics Corporation.

Robert ten Hoedt, age 59, has been Executive Vice President and President, EMEA of the Company since January 2015 and of Medtronic, Inc. since May 2014.

White, age 57, has been Executive Vice President and President, Minimally Invasive Therapies Group of the Company since December 2017.

The sections entitled “Corporate Governance — Director Compensation,” “Corporate Governance — Committees of the Board and Meetings,” “Compensation Discussion and Analysis,” and “Executive Compensation” in Medtronic's Proxy Statement for the Company's [removed: 2020] [added: 2021] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 24, 2020,] [added: 30, 2021,] are incorporated herein by reference.

The section entitled “Compensation Committee Report” in Medtronic's Proxy Statement for the Company's [removed: 2020] [added: 2021] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 24, 2020,] [added: 30, 2021,] is furnished herein by reference.

The sections entitled “Share Ownership Information – Significant Shareholders,” “Share Ownership Information – Beneficial Ownership of Management,” and “Executive Compensation — Equity Compensation Plan Information” in Medtronic's Proxy Statement for the Company's [removed: 2020] [added: 2021] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 24, 2020,] [added: 30, 2021,] are incorporated herein by reference.

The sections entitled “Corporate Governance — Director Independence” and “Corporate Governance — Related Party Transactions and Other Matters” in Medtronic's Proxy Statement for the Company's [removed: 2020] [added: 2021] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 24, 2020,] [added: 30, 2021,] are incorporated herein by reference.

The sections entitled “Corporate Governance — Committees of the Board and Meetings” and “Audit and Non-Audit Fees” in Medtronic's Proxy Statement for the Company's [removed: 2020] [added: 2021] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 24, 2020,] [added: 30, 2021,] are incorporated herein by reference.

| | | | Schedule II. Valuation and Qualifying Accounts — years ended April [added: 30, 2021, April] 24, 2020, [removed: April 26, 2019,] and April [removed: 27, 2018.] [added: 26, 2019.] | | |

| | | | | | | | | | Additions | | | | | | | | | | | | [removed: | | | | | |] Deductions | | | | | | | | |

| | | | Balance at Beginning of Fiscal Year | | | | | | Charges to Income | | | | | | Charges to Other Accounts | | | | | | Other Changes (Debit) Credit | | | | | | Balance at End of Fiscal Year | | | [removed: | | | | | |]

| Allowance for doubtful accounts: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| Fiscal year ended April 24, 2020 | | | [removed: $ |] 190 | | | | | [removed: $] | 99 | | | | | [removed: $] | — | | | | | [removed: $] | (81) | | [removed: (a)] | [added: (a)] | | [removed: $] | 208 | | | [removed: | | | | |]

| Fiscal year ended April 26, 2019 | | | 193 | | | | | | 78 | | | | | | — | | | | | | (81) | | | (a) | | | 190 | | | [removed: | | | | | |]

| Fiscal year ended April [removed: 27, 2018] [added: 26, 2019] | | | [removed: 155] [added: 452] | | | | | | [removed: 52] [added: 224] | | | | | | — | | | | | | [removed: (14) | | | (a) | | | 193] [added: (155)] | | | [added: (b)] | | | [added: 521] | | |

| Inventory reserve: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| Fiscal year ended April 24, 2020 | | | [removed: $ |] 521 | | | | | [removed: $] | 282 | | | | | [removed: $] | — | | | | | [removed: $] | (259) | | [removed: (b)] | [added: (b)] | | [removed: $] | 544 | | | [removed: | | | | |]

| Deferred tax valuation allowance: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| Fiscal year ended April 24, 2020 | | | [removed: $ |] 6,300 | | | | | [removed: $] | 119 | | | | | [removed: $] | (6) | | [removed: (c)] | [added: (c)] | | [removed: $] | (744) | | [removed: (d)] | [added: (d)] | | [removed: $] | 5,482 | | | [removed: | | | | |]

| | | | | | | | | | | | | | | | | | | | | | (187) | | | (e) | | | | | | [removed: | | | | | |]

| Fiscal year ended April 26, 2019 | | | 7,166 | | | | | | 378 | | | | | | (11) | | | (c) | | | (770) | | | (d) | | | 6,300 | | | [removed: | | | | | |]

| | | | | | | | | | | | | | | | | | | | | | (463) | | | (e) | | | | | | [removed: | | | | | |]

| (a) Primarily consists of uncollectible accounts written off, less recoveries. | | | | | | [removed: | | |]

| (b) Primarily reflects utilization of the inventory reserve. | | | | | | [removed: | | |]

| (c) Reflects the impact from acquisitions and amounts recognized in accumulated other comprehensive income/loss. | | | | | | [removed: | | |]

| (d) Primarily reflects carryover attribute utilization and expiration. | | | | | | [removed: | | |]

| (e) Primarily reflects the effects of currency fluctuations. | | | | | | [removed: | | |]

| | | | All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| | | | 2. Exhibits | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| | | | 4.23 | | | | | | [Third Supplemental Indenture, dated as of July 2, 2019, among Medtronic Global Holdings S.C.A., Medtronic, Inc. and Medtronic plc, Wells Fargo Bank, N.A., as trustee, and Elavon Financial Services DAC (incorporated by reference to Exhibit 4.1 to Medtronic plc' Current Report on Form 8-K, filed July 2, 2019, File No. [removed: 001-36820)](https://www.sec.gov/Archives/edgar/data/1613103/000119312519187797/d762838dex41.htm)] [added: 001-36820)](https://www.sec.gov/Archives/edgar/data/1613103/000119312519187797/d762838dex41.htm).] | | |

| | | | [removed: #4.24] [added: #4.25] | | | | | | [Description of Registrant's [removed: Securities](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex424.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1613103/000161310321000027/mdt-202110kxex425.htm).] | | |

| | | | [removed: 10.5] [added: 10.4] | | | | | | [Form of Deed of Indemnification (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, File No. 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex101.htm) | | |

| | | | [removed: 10.6] [added: 10.5] | | | | | | [Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to Medtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, File No. 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex102.htm) | | |

| | | | [removed: *10.7] [added: *10.9] | | | | | | [Letter Agreement by and between Medtronic, Inc. and [removed: Omar Ishrak] [added: Karen Parkhill] dated May [removed: 11, 2011] [added: 2, 2016] (incorporated by reference to Exhibit 10.1 to Medtronic, [removed: Inc.’s] [added: plc’s] Current Report on Form 8-K, filed on May [removed: 11, 2011,] [added: 4, 2016,] File No. [removed: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000095012311048665/c64593exv10w1.htm)] [added: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312516576336/d184885dex101.htm)] | | |

| | | | [removed: *10.8] [added: *10.6] | | | | | | [Change of Control Severance Plan - Section 16B Officers (as amended and restated as of January 26, 2015) (incorporated by reference to Exhibit 10.14 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No. 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515020690/d858587dex1014.htm) | | |

| | | | [removed: *10.9] [added: *10.8] | | | | | | [removed: [Amendment to Letter] [added: [Letter] Agreement [removed: dated May 11, 2011] by and between Medtronic, Inc. and [removed: Omar Ishrak] [added: Bradley E. Lerman dated May 2, 2014] (incorporated by reference to Exhibit [removed: 10.1 to] [added: 10.4 of] Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July [removed: 29, 2011,] [added: 25, 2014,] filed [removed: September 7, 2011,] [added: on August 29, 2014,] File No. [removed: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000089710111001555/medtronic114169_ex10-1.htm)] [added: 001-07707)](http://www.sec.gov/Archives/edgar/data/64670/000006467014000018/mdt2015q1-ex104.htm).] | | |

| | | | [removed: *10.10] [added: *10.11] | | | | | | [removed: [Amendment dated February 12, 2015 to the] [added: [Form of Offer] Letter [removed: Agreement by and between Medtronic, Inc. and Omar Ishrak dated May 11, 2011] [added: Amendment] (incorporated by reference to Exhibit [removed: 10.24] [added: 10.25] to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 23, 2015, filed on February 27, 2015, File No. [removed: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000161310315000008/mdtplc-2015q3xex1024.htm)] [added: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000161310315000008/mdtplc-2015q3xex1025.htm)] | | |

| | | | [removed: *10.11] [added: *10.7] | | | | | | [Letter Agreement by and between Medtronic, Inc. and [removed: Michael J. Coyle] [added: Carol Surface] dated [removed: November 19, 2009] [added: August 22, 2013] (incorporated by reference to Exhibit [removed: 10.55] [added: 10.44] to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April [removed: 27, 2012,] [added: 25, 2014,] filed on June [removed: 26, 2012,] [added: 20, 2014,] File No. [removed: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000089710112001054/medtronic122599_ex10-55.htm)] [added: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000006467014000010/mdt-20140425xex1044.htm)] | | |

| | | | [removed: *10.12] [added: *10.20] | | | | | | [removed: [Letter] [added: [Form of Performance Share Award] Agreement [removed: by and between Medtronic, Inc. and Carol Surface dated August 22, 2013] [added: under 2003 Long-Term Incentive Plan] (incorporated by reference to Exhibit [removed: 10.44] [added: 10.21] to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April [removed: 25, 2014,] [added: 29, 2005,] filed on June [removed: 20, 2014,] [added: 29, 2005,] File No. [removed: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000006467014000010/mdt-20140425xex1044.htm)] [added: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000089710105001490/med052766_ex10-21.htm)] | | |

| | | | [removed: *10.13] [added: *10.35] | | | | | | [removed: [Letter] [added: [Form of Restricted Stock Award] Agreement [removed: by and between Medtronic, Inc.] [added: under 2008 Stock Award] and [removed: Bradley E. Lerman dated May 2, 2014] [added: Incentive Plan] (incorporated by reference to Exhibit 10.4 [removed: of] [added: to] Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, [removed: 2014,] [added: 2008,] filed on [removed: August 29, 2014,] [added: September 3, 2008,] File No. [removed: 001-07707)](http://www.sec.gov/Archives/edgar/data/64670/000006467014000018/mdt2015q1-ex104.htm)] [added: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000089710108001858/medtronic083633_ex10-4.htm)] | | |