Medtronic (MDT) 10-K risk factor changes: FY2022 vs FY2021

In the current environment of managed care, consolidation among healthcare providers, increased competition, declining reimbursement rates, and national [added: and provincial] tender pricing, as recently experienced in China, competitively priced product offerings are essential to our success.

[added: 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.

We expect medical procedure rates to continue to vary by therapy and country, and could be impacted by regional COVID-19 case volumes, [removed: hospital and clinical occupancy and] [added: healthcare system] staffing [removed: levels,] [added: shortages,] patient’s willingness to schedule deferrable procedures, travel restrictions, transportation limitations, quarantine restrictions, vaccine [added: and booster] 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 [removed: vaccination rates remain low in much of the world.][added: new variants emerge.]

[added: We purchase many of] the components, raw materials and services needed to manufacture these products from numerous suppliers in various countries.

[removed: However,] [added: In addition,] for reasons of quality assurance, cost effectiveness, or availability, certain components, raw materials and services needed to manufacture our products are obtained from a sole supplier.

[removed: 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.

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, [removed: tornadoes] [added: tornadoes, earthquakes,] or wildfires, property damage or facility closures from riots or public protests, and other environmental factors and the impact of epidemics or pandemics, such as 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.

If an event occurs that results in damage to or closure of one or more of such facilities, such as the [removed: damage caused by Hurricane Maria in Puerto Rico in September 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 to the required quality specifications or at all.

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 [added: similar measures have impacted our ability to maintain these relationships, thereby affecting our ability to develop, market and sell new and improved products.]

[removed: Our debt service obligations require us] [added: We are required] to use a portion of our operating cash flow to pay interest [removed: and] [added: or] principal on [added: our outstanding] indebtedness instead of for other corporate purposes, including funding future expansion of our [removed: business, acquisitions, and ongoing capital expenditures, which could impede our growth.][added: business.]

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

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

[removed: Concern] [added: Concerns] over climate change could [added: have an impact on customer demand for our products and] result in new legal or regulatory requirements designed to mitigate the effects of climate change on the environment.

[removed: If such] [added: Although it is difficult to predict and adequately prepare to meet the challenges to our business posed by climate change, if new] 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 [removed: and may adversely affect] [added: as well as adverse impacts on] raw material sourcing, manufacturing operations and the distribution of our products.

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

Governmental regulations [added: in the U.S. and] outside the U.S. [removed: have,] [added: are constantly changing] and may [removed: continue to,] become increasingly [removed: stringent and common.][added: stringent.]

In the European Union, for example, [removed: a new] [added: the] Medical Device Regulation which became effective in May [removed: 2021,] [added: 2021] includes significant additional [removed: premarket] [added: pre-market] and post-market requirements.

[removed: Future] [added: The development and implementation of future] laws and regulations may have a material adverse effect on us.

While it is not possible to predict the outcome of patent litigation, it is possible that the results of such litigation could require us to pay significant monetary damages and/or royalty payments, negatively impact our ability to sell current or future products, or that enforcement actions to protect our patent and proprietary rights against others could be unsuccessful, any of which could have a material adverse impact on our [removed: business, results of operations, financial condition, and cash flows.]

Quality problems [removed: and product liability claims] could lead to recalls or safety alerts, [added: product liability claims,] reputational harm, adverse verdicts or costly settlements, and could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Quality is extremely important to us and our customers due to the impact on patients, and the serious and potentially costly consequences of [added: adverse] product [removed: failure.][added: performance.]

Due to the strong name recognition of the Medtronic [removed: and Covidien brands,] [added: brand,] a material adverse event involving one of our products could result in [removed: reduced] [added: diminished] market acceptance and demand for all products within that brand, and could harm our reputation and ability to market products in the future.

In response to perceived increases in healthcare costs in recent years, there have been and continue to be [added: actions and] 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 systems.

Certain of these [removed: proposals could,] [added: actions and proposals,] among other things, limit the prices we are able to charge for our products or the amounts of reimbursement available for our products and could limit the acceptance and availability of our products.

[removed: The adoption of some or all of these] [added: These actions and] proposals could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Although we believe, based on historical loss trends, that our self-insurance program accruals and our existing insurance coverage will be adequate to cover future losses, historical trends may not be indicative of [removed: future losses.]

However, existing safeguards and any future improvements may not always be effective, and our employees, consultants, sales agents or [removed: distributors may engage in conduct for which we could be held responsible.]

The U.S. Department of the Treasury’s Office of Foreign Assets Control [removed: (OFAC),] [added: (OFAC)] and the [added: U.S. Commerce Department’s] Bureau of Industry and Security [removed: at the U.S. Department of Commerce (BIS),] [added: (BIS)] administer certain laws and regulations that restrict U.S. persons and, in some instances, non-U.S. persons, in conducting activities, transacting business [removed: with] [added: with,] or making investments [removed: in] [added: in,] certain countries, governments, entities and individuals subject to U.S. economic [removed: sanctions.][added: sanctions or export restrictions.]

From time to time, certain of our subsidiaries have limited business dealings in countries subject to comprehensive sanctions, including Iran, [removed: Sudan,] Syria, Cuba and the region of Crimea.

We are subject to [removed: numerous U.S. federal, state, local and non-U.S.] environmental, [removed: health] [added: health,] and safety [removed: laws] [added: laws,] and regulations concerning, among other things, the [removed: health and safety of our employees, the] generation, [removed: storage, use] [added: handling, transportation,] and [removed: transportation] [added: disposal] of hazardous [removed: materials, emissions or discharges of] substances [removed: into] [added: or wastes,] the [removed: environment, investigation and] remediation of hazardous substances or materials at various sites, [removed: chemical constituents in medical products] and [removed: end-of-life disposal and take-back programs for medical devices.][added: emissions or discharges into the land, air or water.]

If we or our suppliers violate these environmental laws and regulations, facilities could be shut down and violators could be fined, [removed: criminally charged] or otherwise sanctioned.

The consequences could mean data breaches, interference with the integrity of our products and data, [added: compromise of intellectual property] or other [added: proprietary information, or other] significant disruptions.

As we have seen with recent “Supply Chain Attacks,” these third-party systems could also become vulnerable to cyber-attack, malicious intrusions, breakdowns, [removed: interference] [added: 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.

Any data security breaches, cyber-attacks, malicious intrusions or significant disruptions could result in actions by regulatory bodies and/or civil litigation, any of which could materially and adversely affect our business, results of operations, financial condition, cash flows, [removed: reputation] [added: reputation,] or competitive position.

There can be no assurance that our extensive efforts (including, but not limited to, consolidating, protecting, [removed: upgrading] [added: upgrading,] and expanding our systems and capabilities, continuing to build security into the design of our products, and developing new systems to keep pace with continuing changes in information processing technology) will be successful or that additional systems issues will not arise in the future.

Consequences include, but are not limited to patients or employees [removed: could be] [added: being] exposed to financial or medical identity theft or suffer a loss of product functionality, losing existing customers or have difficulty attracting new customers, experiencing difficulty preventing, detecting, and controlling fraud, [removed: be] [added: being] exposed to the loss or misuse of confidential information, [removed: have] [added: having] disputes with customers, physicians, and other healthcare professionals, [removed: suffer] [added: suffering] regulatory sanctions or penalties under federal laws, state laws, or the laws of other jurisdictions, [removed: experience] [added: experiencing] increases in operating expenses or an impairment in our ability to conduct our operations, [removed: incur] [added: incurring] expenses or [removed: lose] [added: losing] revenues as a result of a data privacy breach, product failure, information technology outages or disruptions, or [removed: suffer] [added: suffering] other adverse consequences including lawsuits or other legal action and damage to our reputation.

[added: For example, on December 22, 2017, the U.S. enacted comprehensive tax legislation, commonly referred to as the Tax Cuts and] Jobs Act (the "Tax Act"), which resulted in a significant charge to tax expense during our fiscal year 2018 associated with U.S. taxation of accumulated foreign earnings as well as the requirement to revalue U.S. deferred tax assets and liabilities resulting from the reduction in the U.S. corporate tax rate.

The aggressive nature of the timeline set by the OECD may mean that all implications for business may not have been fully worked through or fully understood [removed: by the OECD] before [removed: final guidelines] [added: rules] are [removed: issued.][added: finalized.]

Accordingly, at our [removed: 2020] [added: 2021] Annual General Meeting, our Shareholders authorized our Board of Directors to issue up to 33% of our issued ordinary shares and further authorized our Board of Directors to issue up to 10% of such shares for cash without first offering them to our existing shareholders (provided that with respect to 5% of such shares, such allotment is to be used for the purposes of a specified capital investment).

We have generally been able to obtain adequate supplies of such raw materials, components and services, although global shortages of certain components such as semiconductors and resins have recently caused, and may in the future cause, disruptions to our product manufacturing supply chain.

Additionally, many regulatory agencies are imposing regulatory requirements on safe use of

We have debt obligations that create risk.

We may also incur additional indebtedness in the future to supplement our existing liquidity and cash generated from operations to satisfy our needs for working capital and capital expenditures, to pursue growth initiatives, and to make returns of capital to shareholders.

At the time we incur such additional indebtedness, or refinance or restructure existing indebtedness, we may be unable to obtain capital market financing with similar terms and currency denomination, or at

all, which could have a material adverse effect on our business and results of operations.

At any time, the value of our debt outstanding will fluctuate based on several factors including foreign currency exchange rate and interest rate movements.

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

business, results of operations, financial condition, and cash flows.

In addition, any public announcements related to litigation or administrative proceedings initiated or threatened against us could cause our stock price to decline.

In addition, our patents will expire over time, our ability to protect novel business models is uncertain, and infringement may go undetected.

In addition, license agreements could be terminated.

One of the most prevalent attacks on large organizations has been ransomware which can have a devastating impact on an organization’s operations.

We have invested in ransomware readiness in the pursuit of both prevention and rapid response to a ransomware event.

The Russia-Ukraine conflict may increase cybersecurity risks on a global basis.

distributors may engage in conduct for which we could be held responsible.

Such extreme weather conditions and other conditions caused by or related to climate change could increase our operational costs, pose physical risks to our facilities and adversely impact our supply chain, including: manufacturing and distribution networks, the availability and cost of raw materials and components, energy supply, transportation, or other inputs necessary for the operation of our business.

We are further subject to numerous, laws and regulations concerning, among other things, chemical constituents in medical products and end-of-life disposal and take-back programs for medical devices.

New laws and regulations, violations of these laws or regulations, stricter enforcement of existing requirements, or the discovery of previously unknown contamination could require us to incur costs or could become the basis for new or increased liabilities that could be material.

future losses.

In October 2021, the Organization for Economic Cooperation and Development (OECD) secured agreement from 136 countries to push forward with proposals to fundamentally rewrite International Tax rules which if enacted by these countries, will likely impact the amount of tax multinationals such as Medtronic pay in the future.

During 2022 and 2023 more details on these proposals will be released and various consultations will take place.

The OECD has set a timeline for the implementation of these proposals in 2023 but may end up being deferred to a later date.

have further transmitted the relevant information to a qualifying intermediary appointed by us).

We have also recently experienced, and may continue to experience, rising costs due to inflation.

If the prices for our goods and services change or inflation continues to rise, we may be unable to sufficiently reduce our expenses or offset rising costs through increased prices to customers.

The Russia-Ukraine conflict and resulting sanctions and export restrictions are creating barriers to doing business in Russia and adversely impacting global supply chains.

While we have no manufacturing, distribution or direct material suppliers in the region, we are closely monitoring the potential raw material/sub-tier supplier impact in both Russia and Ukraine.

Materials like palladium and neon, which are both dependent on Russia supply, are part of broader semiconductor shortages in industry.

Additional sanctions, export restrictions, and

potential countermeasures within Russia may lead to greater uncertainty and geopolitical shifts in Asia that could cause additional adverse impacts on global supply chains and our business, results of operations, financial condition and cash flows.

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

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

The Company has certain product lines that are in higher demand as a result of COVID-19 such as ventilators, pulse oximetry, capnography, advanced parameter monitoring, and extracorporeal life support products.

We purchase many of

We have generally been able to obtain adequate supplies of such raw materials, components and services.

similar measures have impacted our ability to maintain these relationships, thereby affecting our ability to develop, market and sell new and improved products.

Our substantial leverage and debt service obligations could adversely affect our business.

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

We may also incur additional indebtedness in the future.

Our substantial indebtedness could have adverse consequences, including:

- making it more difficult for us to satisfy our financial obligations,

- increasing our vulnerability to adverse economic, regulatory and industry conditions, and placing us at a disadvantage compared to our competitors that are less leveraged,

- limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate,

- limiting our ability to borrow additional funds for working capital, capital expenditures, acquisitions and general corporate or other purposes, and

- exposing us to greater interest rate risk since the interest rate on floating rate borrowings is variable.

If our operating cash flow and capital resources are insufficient to service our debt obligations, we may be forced to sell assets, seek additional equity or debt financing or restructure our debt, which could harm our long-term business prospects.

Our failure to comply with the terms of our revolving credit facility and other indebtedness could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt.

These effects, individually or in the aggregate, could cause a deterioration of our credit rating and result in increased borrowing costs and interest expense.

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

Furthermore, environmental laws outside of the U.S. are becoming more stringent, resulting in increased costs and compliance burdens.

In addition, certain environmental laws assess liability on current or previous owners or operators of real property for the costs of investigation, removal or remediation of hazardous substances or materials at their properties or at properties which they have disposed of hazardous substances.

In addition to cleanup actions brought by governmental authorities, private parties could bring personal injury or other claims due to the presence of, or exposure to, hazardous substances.

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.

The costs of complying with current or future environmental protection and health and safety laws and regulations, or liabilities arising from past or future releases of, or exposures to, hazardous substances, may exceed our estimates, or have a material adverse effect on our business, results of operations, financial condition, and cash flows.

For example, GDPR prefers that we manage personal data in the E.U. and may impose fines of up to four percent of our global revenue in the event of certain violations.

Furthermore, there has been a developing trend of civil lawsuits and class actions relating to breaches of consumer data held by large companies or incidents arising from other cyber-attacks.

Further, the COVID-19 pandemic and related government actions continues to mandate that our employees work remotely, which could expose us to greater risks related to cybersecurity and our information technologies systems.

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

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 2015, the Organization for Economic Cooperation and Development (OECD) published an action plan called Base Erosion and Profit Shifting (BEPS) with the purpose of tackling perceived tax abuses, inconsistency between taxing authorities, and their respective approach to international tax matters.

Thereafter, many taxing authorities have adopted the BEPS guidelines into their local laws.

In addition, the European Union (EU) expanded upon these guidelines with their Anti-Tax Avoidance Directive (ATAD 1 & 2) to be applied by all member states by 2020.

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.

These proposals are wide ranging and could affect all multinational enterprises across all industries without regard to their level of engagement with the digital economy.

procurement or technology export restrictions, which could affect Medtronic’s access to the markets.

The discussion focuses on our financial results for the fiscal year ended April [removed: 30, 2021] [added: 29, 2022] (fiscal year [removed: 2021)] [added: 2022)] and the fiscal year ended April [removed: 24, 2020] [added: 30, 2021] (fiscal year [removed: 2020).][added: 2021).]

A discussion on our results of operations for fiscal year [removed: 2020] [added: 2021] as compared [added: to] the year ended April [removed: 26, 2019] [added: 24, 2020] (fiscal year [removed: 2019)] [added: 2020)] 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 [removed: 24, 2020,] [added: 30, 2021,] filed with the SEC on June [removed: 19, 2020,] [added: 25, 2021,] and is incorporated by reference into this Form 10-K.

You should read this discussion and analysis along with our consolidated financial statements and related notes thereto at April [removed: 30, 2021] [added: 29, 2022] and April [removed: 24, 2020] [added: 30, 2021] and for fiscal years [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] which are presented within "Item 8.

Throughout this Management’s Discussion and Analysis, we present certain financial measures that [removed: we use to evaluate] [added: facilitate management's review of] the operational performance of the Company and as a basis for strategic planning; however, such financial measures are not presented in our financial statements prepared in accordance with accounting principles generally accepted in the [removed: U.S.] [added: United States (U.S.)] (U.S. GAAP).

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

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

Most of our businesses were affected by a decline in [added: global] procedural volumes [removed: as a result of COVID-19 largely] during [removed: the fourth quarter of] fiscal year [removed: 2020 and] [added: 2021, particularly in] the first [removed: two quarters of fiscal year 2021.][added: and second quarters.]

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

[removed: As a result, we] [added: We] cannot predict with confidence the duration [added: and severity] of the pandemic [removed: or the] [added: and its] impact [removed: it may have] on [removed: our Company.][added: global procedure volumes.]

The following is a summary of revenue, diluted earnings per share, and cash flow for fiscal years [removed: 2021] [added: 2022] and [removed: 2020:][added: 2021:]

[removed: 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: 2021] [added: 2022] and [removed: 2020:][added: 2021.]

| Impairment charges [removed: (5)] [added: (7)] | | | 76 | | | | | | 7 | | | | | | 68 | | | | | | 0.05 | | | | | | 10.5 | | |

| Medical device regulations [removed: (6)] [added: (4)] | | | 83 | | | | | | 15 | | | | | | 68 | | | | | | 0.05 | | | | | | 18.1 | | |

| Debt tender premium and other charges [removed: (7)] [added: (8)] | | | 308 | | | | | | 60 | | | | | | 248 | | | | | | 0.18 | | | | | | 19.5 | | |

| Certain tax adjustments, net [removed: (8)] [added: (9)] | | | — | | | | | | 41 | | | | | | (41) | | | | | | (0.03) | | | | | | — | | |

| | | | Fiscal year ended April [removed: 24, 2020] [added: 29, 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Acquisition-related items [removed: (9)] [added: (2)] | | | [removed: 66] [added: (43)] | | | | | | [removed: 13] [added: 5] | | | | | | [removed: 53] [added: (48)] | | | | | | [removed: 0.04] [added: (0.04)] | | | | | | [removed: 19.7] [added: (11.6)] | | |

| (Gain)/loss on minority investments (3) | | | [removed: 19] [added: (12)] | | | | | | [removed: (3)] [added: —] | | | | | | [removed: 22] [added: (9)] | | | | | | [removed: 0.02] [added: (0.01)] | | | | | | [removed: (15.8)] [added: —] | | |

| Certain tax adjustments, net [removed: (12)] [added: (6)] | | | — | | | | | | [removed: 1,242] [added: 50] | | | | | | [removed: (1,242)] [added: (50)] | | | | | | [removed: (0.92)] [added: (0.04)] | | | | | | — | | |

(2)The charges primarily include business combination [removed: transaction-related] costs, changes in fair value of contingent consideration, [removed: and a change] [added: specifically for the fiscal year ended April 30, 2021, changes] in amounts accrued for certain contingent liabilities for [removed: recent acquisitions.][added: a past acquisition.]

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

[removed: (5)The] [added: (7)The] charges relate to the abandonment of certain intangible assets in our Neuroscience segment.

[removed: (6)The] [added: (4)The] charges represent 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 [removed: expenses.][added: expenses, which are expected to be substantially complete by the end of fiscal year 2023.]

[removed: (7)The] [added: (8)The] charges relate to the early redemption of approximately $6.0 billion of debt.

[removed: (8)The] [added: (9)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.

| (in millions) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net cash provided by operating activities | | | $ | [removed: 6,240] [added: 7,346] | | | | | $ | [removed: 7,234] [added: 6,240] | |

| Additions to property, plant, and equipment | | | [removed: (1,355)] [added: (1,368)] | | | | | | [removed: (1,213)] [added: (1,355)] | | |

| Free cash flow | | | $ | [removed: 4,885] [added: 5,978] | | | | | $ | [removed: 6,021] [added: 4,885] | |

The charts below illustrate the percent of net sales by segment for fiscal years [removed: 2021] [added: 2022] and [removed: 2020:][added: 2021:]

[removed: ][added: ]

[removed: ][added: ]

The table below includes net sales by segment and division for fiscal years [removed: 2021] [added: 2022] and [removed: 2020:][added: 2021:]

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

| (in millions) | | | [removed: 2021 | | | | | | 2020 | | | | | |] [added: 2022] | | | | | | [added: 2021] | | | | | | | | |

| Cardiac Rhythm & Heart Failure | | | $ | [removed: 5,584] [added: 5,908] | | | | | $ | [removed: 5,141 | | | | | |] [added: 5,584] | | | | | [removed: 9] [added: 6] | | % | [removed: | | | | | |]

| Structural Heart & Aortic | | | [removed: 2,834 | | | | | | 2,842 | | | | | |] [added: 3,055] | | | | | | [removed: —] [added: 2,834] | | | | | | [added: 8] | | |

| Coronary & Peripheral Vascular | | | [removed: 2,354 | | | | | | 2,486 | | | | | |] [added: 2,460] | | | | | | [removed: (5)] [added: 2,354] | | | | | | [added: 5] | | |

| Cardiovascular | | | [removed: 10,772 | | | | | | 10,468 | | | | | |] [added: 11,423] | | | | | | [removed: 3] [added: 10,772] | | | | | | [added: 6] | | |

UNDERSTANDING OUR FINANCIAL INFORMATION

Financial Trends

During fiscal year 2022, the pandemic, to a lesser extent, continued to affect most of our businesses, including the most recent COVID-19 lockdown in China which began in late March.

In addition to the pandemic, our business faced the impacts of healthcare system staffing shortages on procedural volumes and significant supply chain disruptions in certain businesses particularly in the fourth quarter of fiscal year 2022.

Additionally, we cannot predict the impact healthcare system staffing shortages will have on procedural volumes, and the impact supply chain disruptions will have on the business.

GAAP to Non-GAAP Reconciliations

Starting with the quarter ended April 29, 2022, the Company will no longer adjust non-GAAP financial measures for certain license payments for, or acquisitions of, technology not approved by regulators due to recent industry guidance from the U.S. Securities and Exchange Commission.

Historical non-GAAP financial measures presented in this Annual Report on Form 10-K have been recast for comparability.

| GAAP | | | $ | 5,517 | | | | | $ | 456 | | | | | $ | 5,039 | | | | | $ | 3.73 | | | | | 8.3 | | % |

| Restructuring and associated costs (1) | | | 335 | | | | | | 54 | | | | | | 281 | | | | | | 0.21 | | | | | | 16.1 | | |

| Certain litigation charges | | | 95 | | | | | | 17 | | | | | | 78 | | | | | | 0.06 | | | | | | 17.9 | | |

| Medical device regulations (4) | | | 102 | | | | | | 16 | | | | | | 86 | | | | | | 0.06 | | | | | | 15.7 | | |

| Amortization of intangible assets | | | 1,733 | | | | | | 266 | | | | | | 1,467 | | | | | | 1.09 | | | | | | 15.3 | | |

| MCS impairment / costs (5) | | | 881 | | | | | | 220 | | | | | | 661 | | | | | | 0.49 | | | | | | 25.0 | | |

| Non-GAAP | | | $ | 8,609 | | | | | $ | 1,084 | | | | | $ | 7,505 | | | | | $ | 5.55 | | | | | 12.6 | | % |

| Non-GAAP | | | $ | 6,804 | | | | | $ | 802 | | | | | $ | 5,980 | | | | | $ | 4.42 | | | | | 11.8 | | % |

(5)The charges relate to the Company’s June 2021 decision to stop the distribution and sale of the Medtronic HVAD System within the Mechanical Circulatory Support Operating Unit (MCS).

The charges included $515 million of non-cash impairments, primarily related to $409 million of intangible asset impairments, as well as $366 million for commitments and obligations in connection with the decision, including patient support obligations, restructuring, and other associated costs.

(6)The net benefit primarily relates to the deferred tax impact associated with a step up in tax basis for Swiss Cantonal purposes and a change in tax rates on deferred taxes associated with intellectual property, which are partially offset by the amortization on previously established deferred tax assets from intercompany intellectual property transactions and a charge related to a change in the Company's permanent reinvestment assertion on certain historical earnings.

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

The net sales increase was partially offset by supply chain challenges, particularly in the fourth quarter of fiscal year 2022, as well as the impact of COVID-19 experienced in fiscal year 2022, particularly in the U.S. and China.

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

- The uncertain and uneven impact of COVID-19 on future procedural volumes, supply constraints including certain electronic components and semiconductors, healthcare staffing, worker absenteeism with our customers, suppliers, and in our own operations and field teams, and resulting impacts on demand for our products and therapies;

- The potential impact that sanctions and other measures being imposed in response to the Russia-Ukraine conflict could have on revenue and supply chain.

The financial impact of the conflict in the fourth quarter of fiscal year 2022, including on accounts receivable and inventory reserves, was not material and for the fiscal year ended April 29, 2022, the business of the Company in these countries represented less than 1% of the Company's consolidated revenues and assets.

Although the implications of this conflict are difficult to predict at this time, the ongoing conflict may increase pressure on the global economy and supply chains, resulting in increased future volatility risk for our business operations and performance.

- National and provincial tender pricing for certain products, particularly in China.

The net sales increase was primarily due to the recovery of global procedure volumes from the declines experienced in fiscal year 2021 along with growth from recent product launches, partially offset by global supply chain disruptions and declines in China due to recent COVID-19 lockdowns.

The increase was led by Cardiac Rhythm Management with growth in TYRX antibacterial envelopes, CRT-Ds, and cardiac pacing therapies due to Micra and transvenous pacemakers.

Cardiac Ablation Solutions also led growth with strong sales of Arctic Front cryoablation systems.

The net sales growth was partially offset by a decline of Medtronic HVAD System net sales as a result of our June 2021 decision to stop the

distribution and sale of the system.

The net sales for the Medtronic HVAD system for fiscal year 2021 was $141 million.

Structural Heart & Aortic (SHA) net sales increased 8 percent in fiscal year 2022 as compared to fiscal year 2021.

The increase was led by growth in transcatheter aortic valve replacement (TAVR) net sales as a result of continued adoption of the CoreValve Evolut.

Cardiac Surgery also contributed to the net increase in sales as a result of broad growth across the business, particularly from strong sales of Extra-Corporeal Life Support (ECLS) devices.

These increases were partially offset by declines within Aortic caused by field corrective actions (FCA) and COVID-19 challenges.

The most notable field corrective actions were for the Valiant Navion Thoracic Stent Graft System FCA issued in the fourth quarter of fiscal year 2021 and the Endurant II/IIs Stent Graft Systems FCA issued in the third quarter of fiscal year 2022.

The increase was led by growth in Peripheral Vascular Health driven by strong performance of the recently launched Abre venous self-expanding stent system for Deep Venous disease, as well as our superficial venous product portfolio, including the VenaSeal and ClosureFast systems.

The increase was partially offset by declines in Coronary as well as Atherectomy products due to impacts of COVID-19 on procedural volumes.

We generally use non-GAAP financial measures to facilitate management's review of the operational performance of the Company and as a basis for strategic planning.

COVID-19 had an adverse impact on certain aspects of our Company and business, including the demand for and supply of certain of our products, operations, supply chains and distribution systems, impacts or delays to product development milestones, clinical trials, or regulatory clearances and approval timing.

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.

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

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

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

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

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

| GAAP | | | $ | 4,055 | | | | | $ | (751) | | | | | $ | 4,789 | | | | | $ | 3.54 | | | | | (18.5) | | % |

| Restructuring and associated costs (1) | | | 441 | | | | | | 69 | | | | | | 372 | | | | | | 0.28 | | | | | | 15.6 | | |

| Certain litigation charges | | | 313 | | | | | | 59 | | | | | | 254 | | | | | | 0.19 | | | | | | 18.8 | | |

| Debt tender premium and other charges (10) | | | 406 | | | | | | 86 | | | | | | 320 | | | | | | 0.24 | | | | | | 21.2 | | |

| Medical device regulations (6) | | | 48 | | | | | | 6 | | | | | | 42 | | | | | | 0.03 | | | | | | 12.5 | | |

| Exit of businesses (11) | | | 52 | | | | | | 12 | | | | | | 40 | | | | | | 0.03 | | | | | | 23.1 | | |

| IPR&D charges (4) | | | 25 | | | | | | 3 | | | | | | 22 | | | | | | 0.02 | | | | | | 12.0 | | |

| Contribution to Medtronic Foundation | | | 80 | | | | | | 18 | | | | | | 62 | | | | | | 0.05 | | | | | | 22.5 | | |

| Amortization of intangible assets | | | 1,756 | | | | | | 284 | | | | | | 1,472 | | | | | | 1.09 | | | | | | 16.2 | | |

| Non-GAAP | | | $ | 7,261 | | | | | $ | 1,038 | | | | | $ | 6,206 | | | | | $ | 4.59 | | | | | 14.3 | | % |

(4)The charges represent acquired IPR&D in connection with asset acquisitions and certain license payments for unapproved technology.

(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.

(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.

(11)The net charges relate to the exit of businesses and are primarily comprised of intangible asset impairments.

(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.

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

While the recovery of procedural volumes has been uneven across geographies and our different product lines, as of the end of fiscal year 2021, procedural volumes in the majority of our end markets are returning to pre-pandemic levels.

Net sales for fiscal year 2021 were also impacted by an additional selling week during the first fiscal month of fiscal year 2021 due to our 52/53 week fiscal year calendar.

Although we cannot precisely calculate the impact of the extra selling week, we estimate that it benefited net sales for fiscal year 2021 by approximately $360 million to $390 million.

During the first and fourth quarters of fiscal year 2021, we realigned our divisions with Neuroscience and Cardiovascular, respectively.

As a result, fiscal year 2020 results have been recast to adjust for these realignments.

Additionally, we implemented our new operating model in fiscal year 2021, which was fully operational beginning in the fourth quarter.

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.

The "Restructuring Charges, Net" section of this Management's Discussion and Analysis has further information regarding our new operating model.

Looking ahead, the uncertain and uneven global recovery from COVID-19 and the resulting impact on future procedural volumes and demand for our products and therapies could negatively impact our business.

The increase was led by Cardiac Rhythm Management and Cardiac Ablation Solutions products, which included strong growth from the Micra leadless pacing system, Cobalt and Crome ICDs and CRT-Ds, TYRX antibacterial envelope, and Artic Front Advance Cryoballons.

Partially offsetting this growth were declines in Mechanical Circulatory Support products driven by slower recovery of procedure volumes and competitive dynamics.

Structural Heart & Aortic (SHA) net sales were flat in fiscal year 2021 as compared to fiscal year 2020 as growth in transcatheter aortic valve replacement (TAVR) nets sales were offset by net sales declines within our Aortic and Cardiac Surgery businesses.

The growth experienced in TAVR was driven by continued adoption of the Evolut Pro + valve.

The declines experienced in Aortic and Cardiac Surgery were a result of slower recovery of procedure volumes as well our voluntary recall of the Valiant Navion Thoracic Stent Graft System in the fourth quarter of fiscal year 2021.

The decline was a result of the generally more deferrable nature of peripheral and endovenous procedure categories as well as the negative impact of the Chinese national tender on our drug-eluting stent sales.

The Chinese national tender went into effect in January 2021 and resulted in significant price declines for drug-eluting stents in China, which negatively impacted our Coronary business.

Due to the global nature of our operations, we are exposed to currency exchange rate [removed: changes] [added: changes,] which may cause fluctuations in earnings and cash flows.

Fluctuations in the [added: 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: 30, 2021] [added: 29, 2022] and April [removed: 24, 2020] [added: 30, 2021] was [removed: $14.7] [added: $13.8] billion and [removed: $11.9] [added: $14.7] billion, respectively.

At April [removed: 30, 2021,] [added: 29, 2022,] these contracts were in a net unrealized [removed: loss] [added: gain] position of [removed: $211] [added: $586] million.

A sensitivity analysis of changes in the fair value of all currency exchange rate derivative contracts at April [removed: 30, 2021] [added: 29, 2022] and April [removed: 24, 2020] [added: 30, 2021] 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:

| (in millions) | | | | | | [removed: 2021] [added: April 29, 2022] | | | | | | [removed: 2020] [added: April 30, 2021] | | |

| 10% appreciation in the U.S. dollar | | | | | | $ | [removed: 995] [added: 903] | | | | | $ | [removed: 750] [added: 995] | |

| 10% depreciation in the U.S. dollar | | | | | | [removed: (995)] [added: (903)] | | | | | | [removed: (750)] [added: (995)] | | |

We are subject to interest rate risk on our [added: short-term] investments and our borrowings.

Our debt portfolio at April [removed: 30, 2021] [added: 29, 2022] was comprised of debt [removed: predominately] [added: predominantly] denominated in U.S. dollars and [removed: the Euro,] [added: Euros,] 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: 30, 2021] [added: 29, 2022] and April [removed: 24, 2020,] [added: 30, 2021,] would have the following impact on the fair value of these instruments:

| 10 basis point increase in interest rates | | | | | | $ | [removed: 21] [added: 53] | | | | | $ | [removed: 34] [added: 21] | |

| 10 basis point decrease in interest rates | | | | | | [removed: (21)] [added: (53)] | | | | | | [removed: (34)] [added: (21)] | | |

For a discussion of current market conditions and the impact on our financial condition and results of operations, [removed: please] see the “Liquidity” section of the Management's Discussion and Analysis in "Item 7.

Additional information regarding our currency exchange rate derivative instruments is included in Note 7 to the consolidated financial statements in “Item 8.

| (in millions) | | | | | | April 29, 2022 | | | | | | April 30, 2021 | | |

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

We use operational and economic hedges, as well as currency exchange rate derivative instruments, to manage the impact of currency exchange rate fluctuations.

In order to minimize earnings and cash flow volatility resulting from currency exchange rate fluctuations, we enter into derivative instruments, principally forward currency exchange rate contracts.

These contracts are designed to hedge anticipated transactions in other currencies and changes in the value of specific assets and liabilities.

At inception of the contract, the derivative instrument is designated as either a freestanding derivative or a cash flow hedge.

Currencies of our derivative instruments include the Euro, Japanese Yen, Chinese Yuan, and others.

We do not enter into currency exchange rate derivative instruments for speculative purposes.

In the second quarter of fiscal year 2019, we began accounting for our operations in Argentina as highly inflationary, as the prior three-year cumulative inflation rate exceeded 100 percent.

The change did not have a material impact on our results for fiscal year ended 2021.

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

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

[removed: ][added: ]

Our Mission — to alleviate pain, restore health, and extend life — [removed: is one of] [added: empowers insight-driven care and better outcomes for] our [removed: most powerful assets.][added: world.]

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

- Serving more patients by accelerating innovation driven growth and delivering shareholder value: We listen to our [removed: patients, customers,] [added: patients] and [removed: employees] [added: customers] 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 [removed: experiences for everyone.][added: experiences.]

- Creating and disrupting markets with our [removed: technology by putting the “tech” in medtech:] [added: technology:] 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 [removed: become] [added: be] more nimble and more competitive: Our [removed: new] operating [removed: model simplifies] [added: model, which was effective February 2021, simplified] our organization [removed: in order] to accelerate decision making, improve commercial execution, and more effectively leverage the scale of our company.

[removed: ][added: ]

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

The Micra Transcatheter Pacing System, which is leadless and does not have a subcutaneous device pocket like a conventional pacemaker, includes the [removed: MicraVR] [added: Micra VR device] and the Micra AV [removed: which can treat patients with atrioventricular block.][added: device.]

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

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

- Insertable cardiac monitoring [removed: systems] [added: systems,] including the Reveal LINQ and LINQ II.

These devices are for patients [removed: with abnormal heart rhythms] who experience infrequent symptoms [removed: including] [added: such as] dizziness, [removed: palpitations,] [added: palpitation,] syncope (fainting) and chest pain, [removed: thereby requiring] [added: which may indicate a cardiac arrhythmia that requires] long-term monitoring or ongoing management.

- TYRX [removed: products] [added: products,] including the Cardiac and Neuro Absorbable Antibacterial Envelopes, which are designed to stabilize electronic implantable devices and help prevent infection associated with implantable pacemakers, and defibrillators.

- Surgical valve replacement and repair products for damaged or diseased heart valves, including both tissue and mechanical [removed: valves,] [added: valves;] blood-handling products that form a circulatory support system to maintain and monitor blood circulation and coagulation status, oxygen supply, and body temperature during arrested heart [removed: surgery,] [added: surgery;] and surgical ablation systems and positioning and stabilization technologies.

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

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

[removed: ][added: ]

The division develops, manufactures, and markets advanced and general surgical [removed: products] [added: products,] including surgical stapling devices, vessel sealing instruments, wound closure, electrosurgery products, surgical artificial intelligence (AI) and robotic-assisted surgery products, hernia mechanical devices, mesh implants, gynecology [removed: and lung] products, [added: lung health] and [added: visualization, 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 [removed: stapler,] [added: stapler;] the Signia Powered Stapling [removed: System,] [added: System;] the LigaSure Exact Dissector and L-Hook Laparoscopic [removed: Sealer/Divider,] [added: 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 [removed: pencils, and surgical AI, data and analytics, and digital education and training to support robotic assisted surgery platform.][added: pencils.]

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

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

[removed: ][added: ]

These products include our CD HORIZON SOLERA system, T2 STRATOSPHERE, and [removed: the CLYDESDALE, and ELEVATE] [added: CLYDESDALE] interbody spacers.

- Products that facilitate less invasive thoracolumbar surgeries, including the CD HORIZON SOLERA VOYAGER [removed: and LONGITUDE] Percutaneous Fixation [removed: Systems.][added: System.]

- Demineralized Bone Matrix products, including MAGNIFUSE, GRAFTON/GRAFTON PLUS, [removed: COREX,] and [removed: PROGENIX, and] the MASTERGRAFT family of synthetic bone graft products [removed: -] [added: –] Matrix, Putty, and Granules.

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

- Pelvic health [removed: and gastric therapies] products, including our [removed: InterStim,] InterStim [added: X, InterStim] Micro, and InterStim II neurostimulators, and InterStim SureScan MRI leads, to help control the systems of overactive bladder, (non-obstructive) urinary retention, and chronic fecal incontinence.

Products also include the Pipeline Flex Embolization Devices, endovascular treatments for large or giant wide-necked brain aneurysms, the portfolio of Solitaire revascularization devices for treatment of acute ischemic stroke, the Riptide Aspiration [removed: System] [added: System, the Onyx Liquid Embolic System,] and a portfolio of associated access catheters including our React aspiration catheters also for the treatment of acute ischemic stroke.

- Spinal cord stimulation products, including rechargeable and non-rechargeable devices and a large selection of leads used to treat chronic back and/or limb [removed: pain.][added: pain and chronic pain resulting from diabetic peripheral neuropathy.]

Products also include our RestoreSensor (rechargeable) SureScan MRI neurostimulation [removed: system,] [added: system] with its proprietary AdaptiveStim technology.

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

- Interventional products, including the [removed: Xpander II Balloon Kyphoplasty system,] [added: Kyphon Balloon,] the [removed: Kyphon-V vertebroplasty system] [added: Kyphon V,] and [added: Kyphon Assist systems and] the OsteoCool RF Tumor ablation system.

[removed: ][added: ]

- Continuous glucose monitoring (CGM) systems and sensors, including the Guardian Connect smart CGM [removed: system and] [added: system,] the Guardian Sensor 3, [added: and the Guardian Sensor 4,] are products worn by patients capturing glucose data to reveal patterns and potential problems, such as hyperglycemic and hypoglycemic episodes.

The InPen application [removed: was integrated] [added: integrates] with our CGM data to provide real-time CGM readings alongside insulin dose information.

[removed: Forty-four percent] [added: Medtronic has 95,000+ full-time employees,] of [removed: our employees] [added: which forty-four percent] are based in the U.S. or Puerto Rico.

By breaking down barriers to Inclusion, Diversity and [removed: Equity,] [added: Equity (ID&E),] we open doors for everyone, driving progress and prosperity around the world.

Medtronic plc, headquartered in Dublin, Ireland, is the leading global healthcare technology company.

Both of these pacemakers treats patients with atrioventricular block.

The LINQ II device offers improved device longevity, unmatched accuracy and a streamlined workflow with AccuRhythm AI algorithms to reduce clinic workload and data burden.

- Medtronic stopped the distribution and sale of the HVAD System on June 3, 2021.

We continue a support program for patients with HVAD devices, and for caregivers and healthcare professionals who participate in their care.

- Transcatheter Pulmonary Valves, including Harmony TPV and Delivery Catheter System and Melody TPV/Ensemble II Delivery System.

- Robotic and digital surgery technologies including, the Hugo robotic-assisted surgery (RAS) system designed for a broad range of soft-tissue procedures and Touch Surgery Enterprise, the first AI-powered surgical video management solution for the operating room.

Amplya dialysis machines for acute patients, and other products designed for use in treatment of both acute and chronic renal failure conditions.

This includes our StealthStation S8 Navigation System, Stealth Autoguide cranial robotic guidance platform, O-arm Imaging System, Mazor X robotic guidance systems used in robot-assisted spine procedures, and our Midas Rex Surgical Drills, including our MR8 high-speed drill system.

This group of products also includes our cerebrospinal fluid (CSF) Management Portfolio, Visualase MRI-guided laser ablation, Aquamantys Sealers, and our PEAK Surgery System used in tissue dissection that consists of the PEAK PlasmaBlade and PULSAR Generator.

We empower insight-driven care, experiences that put people first, and better outcomes for our world.

In everything we do, we are engineering the extraordinary.

We are committed to transparent communications on compensation.

In fiscal year 2022, we began our shift away from degree requirements to focus on skills-based certification for certain roles within Medtronic.

Additionally, as members of the Multiple Pathways Initiative, we have used a skill – based approach to offering opportunities to expanded pools of external talent that have previously been held back due to lack of access to undergraduate education.

Internally, employees can now participate through MAPS (Medtronic Advancement Pathways and Skill-building) in undergraduate courses from top-tier universities to enhance or obtain new skills, at no cost to the employee.

Our change in approach has opened up opportunities for employees who have been otherwise restricted from career advancement due to degree requirements.

To enable our transformation to be the global healthcare technology leader, we introduced a reinvigorated and revived culture.

The Medtronic Mindset builds on our core values of integrity, quality, inclusion and collaboration.

It urges us to act boldly, compete to win, move with speed and decisiveness, foster belonging, and deliver results… the right way.

Our renewed culture helps us meet the needs of our patients and customers, and ensures our Mission endures for many years to come.

During fiscal year 2022, we offered on-site vaccinations to our employees, enabling a vaccination rate of nearly 90% for our U.S. and Puerto Rico – based workforce.

Medtronic has a comprehensive approach to providing robust support for our employees and their families not only during the pandemic, but also in natural disasters, civil unrest and war, bereavement, and other challenging events.

The Medtronic Employee Emergency Assistance Fund is supported by donations from employees and the Medtronic Foundation, and over the last five years has provided over $6 million in grants to employees experiencing unexpected events creating a financial hardship.

CORPORATE SUSTAINABILITY GOALS

We see possibilities to further increase our positive impact in the world.

We have identified three focus areas for our environmental, social, and governance (ESG) efforts to drive measurable impact on issues including: protecting our planet, accelerating access to healthcare technology, and advancing ID&E.

In early fiscal year 2022, we set new performance targets across the following areas: Patient Safety & Product Quality; Inclusion, Diversity & Equity; Climate Stewardship; Product Stewardship; and Access & Innovation.

More information about our ESG focus areas, including progress we have made to date toward achieving them, is included in our Integrated Performance Report.(1)

(1)The contents of our Integrated Performance Report and our Global Inclusion, Diversity, and Equity Report are referenced for general information only and are not incorporated by reference in the Form 10-K.

We sell our medical devices and therapies through a combination of direct sales representatives and independent distributors globally.

Additionally, a portion of the Company's revenue is generated from consignment inventory maintained at hospitals.

Our global operational footprint comes with the obligation for compliance and adherence to individual data security, confidentiality and breach notification laws at the State Level, Federal Level, and International Level.

Examples of those laws include the Health Insurance and Portability Act of 1996 (HIPAA), as amended, and the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH) in the U.S., the Global Data Protection Regulation (GDPR) within the European Union, and various other country specific requirements around the world.

Board of Directors, and information concerning our executive officers, directors and Board committees (including committee charters) is available through our website at www.medtronic.com under the “Our Company – Governance” caption.

Medtronic plc, headquartered in Dublin, Ireland, is among the world's largest medical technology, services, and solutions companies.

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.

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

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

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.

- Mechanical circulatory support products including miniaturized implantable heart pumps, or ventricular assist devices, patient accessories and surgical tools to treat patients suffering from advanced heart failure.

Our StealthStation S8 Navigation System, Stealth Autoguide cranial robotic guidance platform, and O-arm Imaging System are platforms used in cranial, spinal, sinus, and orthopedic procedures.

Our Mazor X robotic guidance systems are used in robot-assisted spine procedures and combine the best-in-class robotics and navigation capability.

Our Midas Rex Surgical Drills, including our new MR8 high-speed drill system, are used in cranial, spinal, ENT, and orthopedic procedures.

Our 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 PEAK Surgery System is a tissue dissection system that consists of the PEAK PlasmaBlade and PULSAR Generator and is cleared for use in a variety of settings, including plastic reconstructive surgery, general surgery, and certain conditions of ENT.

Our Aquamantys Sealers use patented transcollation technology to provide haemostatic sealing of soft tissue and bone and are cleared for use in a variety of surgical procedures, including orthopedic surgery, spine, solid organ resection and thoracic procedures.

Our Enterra gastric neurostimulator (approved under a Humanitarian Device Exemption (HDE) in the U.S.) is used for the treatment of chronic, intractable nausea and vomiting due to gastroparesis.

More than 99 percent of Medtronic’s 90,000+ employees work full-time.

We aim to create a feeling of personal and professional security at Medtronic and are committed to transparent communications on compensation.

That commitment leads to our initiation and participation in many

For additional information, see Note 18 to the consolidated financial statements in “Item 8.

We sell most of our medical devices and therapies through direct sales representatives in the U.S. and a combination of direct sales representatives and independent distributors in markets outside the U.S. For certain portions of our business, we also sell through distributors in the U.S. Additionally, a portion of the Company's revenue is generated from consignment inventory maintained at hospitals.

put increased emphasis on the delivery of more cost-effective medical devices and therapies.

Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations.

problems with marketed medical devices.

In April 2015, we entered into a consent decree with the U.S. FDA relating to our Pain Therapies division's SynchroMed II drug infusion system and its associated quality system.

The consent decree requires us to complete certain corrections and enhancements to the SynchroMed pump and the Neuromodulation quality system.

The consent decree’s limitations on our ability to manufacture and distribute the SynchroMed drug infusion system were lifted by the U.S. FDA in September 2017.

The final required third-party expert audit is complete, and following a successful U.S. FDA inspection, and in coordination with the U.S. FDA, Medtronic can move to have the consent decree vacated.

For example, in the U.S., the collection, maintenance, protection, use, transmission, disclosure and disposal of certain personal information and the security of medical devices are regulated at the U.S. federal and state, international and industry levels.

U.S. federal and state laws protect the confidentiality of certain patient health information, including patient medical records, and restrict the use and disclosure of patient health information by healthcare providers.

Privacy and Security Rules under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, and the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH), govern the use, disclosure, and security of protected health information by “Covered Entities,” (which are healthcare providers that submit electronic claims, health plans, and healthcare clearinghouses) and by their “Business Associates” (which is anyone that performs a service on behalf of a Covered Entity involving the use or disclosure of protected health information and is not a member of the Covered Entity’s workforce).

Rules under HIPAA and HITECH include specific security standards and breach notification requirements.

The U.S. Department of Health and Human Services (HHS) (through the Office of Civil Rights) has direct enforcement authority against Covered Entities and Business Associates with respect to both the Security and Privacy Rules, including civil and criminal liability.

Except for certain of its operations in its Diabetes and care management services businesses, Medtronic is generally not a

Covered Entity.

Medtronic also operates as a Business Associate to Covered Entities in several instances.

There are comparable state laws governing the use and protection of personal health information by healthcare providers, and Medtronic may be subject to these laws in certain of its businesses.

In addition to the regulation of personal health information, a number of states have also adopted laws and regulations that may affect our privacy and data security practices for other kinds of personally identifiable information, such as state laws that govern the use, disclosure and protection of sensitive personal information, such as social security numbers, or that are designed to protect credit card account data.

State consumer protection laws may also establish privacy and security standards for use and management of personally identifiable information, including information related to consumers.

Outside the U.S., we are impacted by the privacy and data security requirements at the international, federal and regional level, and on an industry specific basis.

We serve customers in more than 150 countries.

A discussion of the Company’s legal proceedings [removed: is contained] [added: and other loss contingencies are described] in Note 18 to the consolidated financial statements in “Item 8.

In accordance with Item 103 of Regulation S-K, we have adopted a $1 million disclosure threshold for proceedings under environmental laws to which a governmental authority is a party, as we believe matters under this threshold are not material to the Company.

| ☒ | | | Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended April [removed: 30, 2021.] [added: 29, 2022.] | | |

[removed: ®][added: ®]

Aggregate market value of voting and non-voting common equity of Medtronic plc held by non-affiliates of the registrant as of October [removed: 30, 2020,] [added: 29, 2021,] based on the closing price of [removed: $100.57] [added: $119.86] as reported on the New York Stock Exchange: approximately [removed: $135.3] [added: $161.2] billion.

Portions of the registrant’s Proxy Statement for its [removed: 2021] [added: 2022] Annual General Meeting are incorporated by reference into Part III hereof.

| [removed: [1A.](#i63ff4d37150d42af82ca976c2f86120a_19)] [added: [1A.](#ic2cec86cdfe54e1386c2daa2dff0ea68_19)] | | | | | | [Risk [removed: Factors](#i63ff4d37150d42af82ca976c2f86120a_19)] [added: Factors](#ic2cec86cdfe54e1386c2daa2dff0ea68_19)] | | | | | | [removed: [15](#i63ff4d37150d42af82ca976c2f86120a_19)] [added: [14](#ic2cec86cdfe54e1386c2daa2dff0ea68_19)] | | |

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| [removed: [4.](#i63ff4d37150d42af82ca976c2f86120a_31)] [added: [4.](#ic2cec86cdfe54e1386c2daa2dff0ea68_31)] | | | | | | [Mine Safety [removed: Disclosures](#i63ff4d37150d42af82ca976c2f86120a_31)] [added: Disclosures](#ic2cec86cdfe54e1386c2daa2dff0ea68_31)] | | | | | | [removed: [28](#i63ff4d37150d42af82ca976c2f86120a_31)] [added: [26](#ic2cec86cdfe54e1386c2daa2dff0ea68_31)] | | |

| [removed: [5.](#i63ff4d37150d42af82ca976c2f86120a_37)] [added: [5.](#ic2cec86cdfe54e1386c2daa2dff0ea68_37)] | | | | | | [Market for Medtronic’s Common Equity, Related Shareholder [removed: Matters and] [added: Matters](#ic2cec86cdfe54e1386c2daa2dff0ea68_37)[,](#ic2cec86cdfe54e1386c2daa2dff0ea68_37) [and] Issuer Purchases of Equity [removed: Securities](#i63ff4d37150d42af82ca976c2f86120a_37)] [added: Securities](#ic2cec86cdfe54e1386c2daa2dff0ea68_37)] | | | | | | [removed: [29](#i63ff4d37150d42af82ca976c2f86120a_37)] [added: [27](#ic2cec86cdfe54e1386c2daa2dff0ea68_37)] | | |

| [removed: [7.](#i63ff4d37150d42af82ca976c2f86120a_43)] [added: [7.](#ic2cec86cdfe54e1386c2daa2dff0ea68_43)] | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i63ff4d37150d42af82ca976c2f86120a_43)] [added: Operations](#ic2cec86cdfe54e1386c2daa2dff0ea68_43)] | | | | | | [removed: [32](#i63ff4d37150d42af82ca976c2f86120a_43)] [added: [29](#ic2cec86cdfe54e1386c2daa2dff0ea68_43)] | | |

| [removed: [7A.](#i63ff4d37150d42af82ca976c2f86120a_115)] [added: [7A.](#ic2cec86cdfe54e1386c2daa2dff0ea68_115)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i63ff4d37150d42af82ca976c2f86120a_115)] [added: Risk](#ic2cec86cdfe54e1386c2daa2dff0ea68_115)] | | | | | | [removed: [56](#i63ff4d37150d42af82ca976c2f86120a_115)] [added: [50](#ic2cec86cdfe54e1386c2daa2dff0ea68_115)] | | |

| [removed: [8.](#i63ff4d37150d42af82ca976c2f86120a_118)] [added: [8.](#ic2cec86cdfe54e1386c2daa2dff0ea68_118)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i63ff4d37150d42af82ca976c2f86120a_118)] [added: Data](#ic2cec86cdfe54e1386c2daa2dff0ea68_118)] | | | | | | [removed: [57](#i63ff4d37150d42af82ca976c2f86120a_118)] [added: [51](#ic2cec86cdfe54e1386c2daa2dff0ea68_118)] | | |

| [removed: [9.](#i63ff4d37150d42af82ca976c2f86120a_214)] [added: [9.](#ic2cec86cdfe54e1386c2daa2dff0ea68_205)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i63ff4d37150d42af82ca976c2f86120a_214)] [added: Disclosure](#ic2cec86cdfe54e1386c2daa2dff0ea68_205)] | | | | | | [removed: [112](#i63ff4d37150d42af82ca976c2f86120a_214)] [added: [104](#ic2cec86cdfe54e1386c2daa2dff0ea68_205)] | | |

| [removed: [9A.](#i63ff4d37150d42af82ca976c2f86120a_217)] [added: [9A.](#ic2cec86cdfe54e1386c2daa2dff0ea68_208)] | | | | | | [Controls and [removed: Procedures](#i63ff4d37150d42af82ca976c2f86120a_217)] [added: Procedures](#ic2cec86cdfe54e1386c2daa2dff0ea68_208)] | | | | | | [removed: [112](#i63ff4d37150d42af82ca976c2f86120a_217)] [added: [104](#ic2cec86cdfe54e1386c2daa2dff0ea68_208)] | | |

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| [removed: [13.](#i63ff4d37150d42af82ca976c2f86120a_235)] [added: [13.](#ic2cec86cdfe54e1386c2daa2dff0ea68_226)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i63ff4d37150d42af82ca976c2f86120a_235)] [added: Independence](#ic2cec86cdfe54e1386c2daa2dff0ea68_226)] | | | | | | [removed: [115](#i63ff4d37150d42af82ca976c2f86120a_235)] [added: [106](#ic2cec86cdfe54e1386c2daa2dff0ea68_226)] | | |

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| [removed: [15.](#i63ff4d37150d42af82ca976c2f86120a_244)] [added: [15.](#ic2cec86cdfe54e1386c2daa2dff0ea68_238)] | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i63ff4d37150d42af82ca976c2f86120a_244)] [added: Schedules](#ic2cec86cdfe54e1386c2daa2dff0ea68_238)] | | | | | | [removed: [116](#i63ff4d37150d42af82ca976c2f86120a_244)] [added: [107](#ic2cec86cdfe54e1386c2daa2dff0ea68_238)] | | |

This Annual Report on Form 10-K, and other written reports of Medtronic [removed: public limited company,] [added: plc,] organized under the laws of Ireland (together with its consolidated subsidiaries, Medtronic, the Company, or we, us, or our), and oral statements made by or with the approval of one of the Company’s executive officers from time to time, may include “forward-looking” statements.

Our forward-looking statements may include statements related to our growth and growth strategies, developments in the markets for our products, therapies and services, financial results, product development launches and effectiveness, research and development strategy, regulatory approvals, competitive strengths, the potential or anticipated direct or indirect impact of COVID-19 [added: ("COVID-19" or the "pandemic")] on our business, results of operations and/or financial condition, restructuring and cost-saving initiatives, intellectual property rights, litigation and tax matters, governmental proceedings and investigations, mergers and acquisitions, divestitures, market acceptance of our products, therapies and services, accounting estimates, financing activities, ongoing contractual obligations, working capital adequacy, value of our investments, our effective tax rate, our expected returns to shareholders, and sales efforts.

Forward-looking statements in this Annual Report include, but are not limited to, statements [removed: regarding] [added: regarding:] our ability to drive long-term shareholder [removed: value,] [added: value;] development and future launches of products and continued or future acceptance of products, therapies and services in our segments; expected timing for completion of research studies relating to our products; market positioning and performance of our products, including stabilization of certain product markets; divestitures and the potential benefits thereof; the costs and benefits of integrating previous acquisitions; anticipated timing for United States (U.S.) Food and Drug Administration (U.S. FDA) and non-U.S. regulatory approval of new products; increased presence in new markets, including markets outside the U.S.; changes in the market and our market share; acquisitions and investment initiatives, [added: including the timing of regulatory approvals] as well as integration of acquired companies into our operations; the resolution of tax matters; the effectiveness of our development activities in reducing patient care costs and hospital stay lengths; our approach towards cost containment; our expectations regarding healthcare costs, including potential changes to reimbursement policies and pricing pressures; our expectations regarding changes to patient standards of care; our ability to identify and maintain successful business partnerships; the elimination of certain positions or costs related to restructuring initiatives; outcomes in our litigation matters and governmental proceedings and investigations; general economic conditions; the adequacy of available working capital and our working capital needs; our payment of dividends and redemption of shares; the continued strength of our balance sheet and liquidity; our accounts receivable exposure; and the potential impact of our compliance with governmental regulations and accounting guidance.

- decreasing [added: selling] prices and pricing pressure;

- failure to complete or achieve the intended benefits of acquisitions or divestitures; [removed: or]

We intend to take advantage of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding our forward-looking [removed: statements,] [added: statements] and are including this sentence for the express purpose of enabling us to use the protections of the safe harbor with respect to all forward-looking statements.

Number of Ordinary Shares outstanding on June 20, 2022: 1,328,709,310

| | | | | | | [PART I](#ic2cec86cdfe54e1386c2daa2dff0ea68_13) | | | | | | | | |

| [1.](#ic2cec86cdfe54e1386c2daa2dff0ea68_16) | | | | | | [Business](#ic2cec86cdfe54e1386c2daa2dff0ea68_16) | | | | | | [3](#ic2cec86cdfe54e1386c2daa2dff0ea68_16) | | |

| [2.](#ic2cec86cdfe54e1386c2daa2dff0ea68_25) | | | | | | [Properties](#ic2cec86cdfe54e1386c2daa2dff0ea68_25) | | | | | | [26](#ic2cec86cdfe54e1386c2daa2dff0ea68_25) | | |

| | | | | | | [PART II](#ic2cec86cdfe54e1386c2daa2dff0ea68_34) | | | | | | | | |

| [6.](#ic2cec86cdfe54e1386c2daa2dff0ea68_40) | | | | | | [(Reserved)](#ic2cec86cdfe54e1386c2daa2dff0ea68_40) | | | | | | [28](#ic2cec86cdfe54e1386c2daa2dff0ea68_40) | | |

| | | | | | | [Report of Independent Registered Public Accounting Firm](#ic2cec86cdfe54e1386c2daa2dff0ea68_121) (PCAOB ID 238) | | | | | | [51](#ic2cec86cdfe54e1386c2daa2dff0ea68_121) | | |

| | | | | | | [Consolidated Financial Statements](#ic2cec86cdfe54e1386c2daa2dff0ea68_124) | | | | | | [53](#ic2cec86cdfe54e1386c2daa2dff0ea68_124) | | |

| | | | | | | [Notes to the Consolidated Financial Statements](#ic2cec86cdfe54e1386c2daa2dff0ea68_142) | | | | | | [58](#ic2cec86cdfe54e1386c2daa2dff0ea68_142) | | |

| [9B.](#ic2cec86cdfe54e1386c2daa2dff0ea68_211) | | | | | | [Other Information](#ic2cec86cdfe54e1386c2daa2dff0ea68_211) | | | | | | [104](#ic2cec86cdfe54e1386c2daa2dff0ea68_211) | | |

| | | | | | | [PART III](#ic2cec86cdfe54e1386c2daa2dff0ea68_214) | | | | | | | | |

| [11.](#ic2cec86cdfe54e1386c2daa2dff0ea68_220) | | | | | | [Executive Compensation](#ic2cec86cdfe54e1386c2daa2dff0ea68_220) | | | | | | [106](#ic2cec86cdfe54e1386c2daa2dff0ea68_220) | | |

| | | | | | | [PART IV](#ic2cec86cdfe54e1386c2daa2dff0ea68_232) | | | | | | | | |

| [16.](#ic2cec86cdfe54e1386c2daa2dff0ea68_241) | | | | | | [Form 10-K Summary](#ic2cec86cdfe54e1386c2daa2dff0ea68_241) | | | | | | [115](#ic2cec86cdfe54e1386c2daa2dff0ea68_241) | | |

| | | | | | | [Signatures](#ic2cec86cdfe54e1386c2daa2dff0ea68_244) | | | | | | [116](#ic2cec86cdfe54e1386c2daa2dff0ea68_244) | | |

- the global COVID-19 pandemic, including new COVID-19 variants that may emerge, as well as potential impacts of the pandemic on healthcare staffing levels;

- international operations, including the impact of armed conflicts;

- inflation; or

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;

- international operations;

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

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

The following is a summary of the Company's largest manufacturing [removed: and research] facilities by location:

Medtronic also maintains sales and administrative offices in the U.S. at [removed: six] [added: five] locations in [removed: six] [added: five] states and outside the U.S. at [removed: 138] [added: 129] locations in [removed: 63] [added: 62] countries.

[removed: Most] [added: A majority] of these locations are leased.

| Italy | | | | | | 485 | | |

| France | | | | | | 268 | | |

| Florida | | | | | | 255 | | |

| California | | | | | | 210 | | |

| Italy | | | | | | 454 | | |

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

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

[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: 2021:][added: 2022:]

On June [removed: 23, 2021,] [added: 20, 2022,] there were approximately [removed: 23,394] [added: 22,372] shareholders of record of the Company’s ordinary shares.

Ordinary cash dividends declared and paid totaled [removed: 58.0 cents] [added: $0.63] per share for each quarter of fiscal year [removed: 2021] [added: 2022] and [removed: 54.0 cents] [added: $0.58] per share for each quarter of fiscal year [removed: 2020.][added: 2021.]

On May [removed: 27, 2021,] [added: 26, 2022,] the Company announced an increase in Medtronic's cash dividends for the first quarter of fiscal year [removed: 2022,] [added: 2023,] raising the amount to [removed: $0.63.][added: $0.68 per share.]

The graph assumes that $100 was invested at market close on April [removed: 29, 2016] [added: 24, 2017] 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: 2016] [added: 2017] | | | | | | April [removed: 2017] [added: 2018] | | | | | | April [removed: 2018] [added: 2019] | | | | | | April [removed: 2019] [added: 2020] | | | | | | April [removed: 2020] [added: 2021] | | | | | | April [removed: 2021] [added: 2022] | | |

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 [removed: has been used by the Minister for Finance to implement European Council Directives, which] [added: and underlying E.U. regulations] provide for the restriction of financial transfers to certain countries, 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, Iran, Iraq, Ivory Coast, Lebanon, Liberia, Libya, Republic of Guinea, [added: Russia,] Somalia, Sudan, Syria, Tunisia, [added: certain persons and groups in] Ukraine and Zimbabwe.

Any transfer of, or payment in respect of, a share or interest in a share involving the government of any country that is currently the subject of United Nations [added: or E.U.] sanctions, any person or body controlled by any of the foregoing, or by any person acting on behalf of the foregoing, may be subject to restrictions pursuant to such sanctions as implemented into Irish law.

| 1/29/2022-2/25/2022 | | | | | | 1,130,750 | | | | | | $ | 103.16 | | | | | 1,130,750 | | | | | | $ | 4,234,214,099 | |

| 2/26/2022-4/1/2022 | | | | | | 6,141,716 | | | | | | 107.85 | | | | | | 6,141,716 | | | | | | 3,571,839,180 | | |

| 4/2/2022-4/29/2022 | | | | | | 5,627,112 | | | | | | 110.47 | | | | | | 5,627,112 | | | | | | 2,950,215,113 | | |

| Total | | | | | | 12,899,578 | | | | | | $ | 108.58 | | | | | 12,899,578 | | | | | | $ | 2,950,215,113 | |

For additional discussion, see Note 11 to the consolidated financial statements in “Item 8.

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

| Medtronic plc | | | | | | $ | 100.00 | | | | | $ | 100.06 | | | | | $ | 109.91 | | | | | $ | 127.67 | | | | | $ | 172.10 | | | | | $ | 140.27 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 114.20 | | | | | | 128.28 | | | | | | 126.28 | | | | | | 189.28 | | | | | | 189.68 | | |

| S&P 500 Health Care Equipment Index | | | | | | 100.00 | | | | | | 120.35 | | | | | | 141.25 | | | | | | 160.75 | | | | | | 213.16 | | | | | | 198.87 | | |

| 1/30/2021-2/26/2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 5,950,169,124 | |

| 2/27/2021-4/2/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,950,169,124 | | |

| 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 | | |

[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)

We have audited the accompanying consolidated balance sheets of Medtronic plc and its subsidiaries (the “Company”) as of April [removed: 30, 2021] [added: 29, 2022] and April [removed: 24, 2020,] [added: 30, 2021,] and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended April [removed: 30, 2021,] [added: 29, 2022,] including the related notes and [removed: financial statement] schedule [removed: listed] [added: of valuation and qualifying accounts for each of the three years] in the [removed: index] [added: period ended April 29, 2022] 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: 30, 2021,] [added: 29, 2022,] 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: 30, 2021] [added: 29, 2022] and April [removed: 24, 2020,] [added: 30, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended April [removed: 30, 2021] [added: 29, 2022] 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: 30, 2021,] [added: 29, 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

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 [added: 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]

[removed: 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.

Total reserves relating to uncertain tax positions as of April [removed: 30, 2021] [added: 29, 2022] were [removed: $1.668] [added: $1.661] billion, of which the Puerto Rico manufacturing reserve makes up a significant portion.

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

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

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

[removed: | | | |] Fiscal [removed: Year | | | | | | | | | | | | | | |][added: Year 2022]

| (in millions, except per share data) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net sales | | | $ | [removed: 30,117] [added: 31,686] | | | | | $ | [removed: 28,913] [added: 30,117] | | | | | $ | [removed: 30,557] [added: 28,913] | |

| Cost of products sold | | | [removed: 10,483] [added: $] | [added: 36] | | | | | [removed: 9,424] [added: $] | [added: 35] | | | | | [removed: 9,155] [added: $] | [added: 28] | |

| Research and development expense | | | [removed: 2,493] [added: 2,746] | | | | | | [removed: 2,331] [added: 2,493] | | | | | | [removed: 2,330] [added: 2,331] | | |

| Selling, general, and administrative expense | | | [removed: 10,148] [added: 10,292] | | | | | | [removed: 10,109] [added: 10,148] | | | | | | [removed: 10,418] [added: 10,109] | | |

| Amortization of intangible assets | | | [removed: 1,783] [added: 1,733] | | | | | | [removed: 1,756] [added: 1,783] | | | | | | [removed: 1,764] [added: 1,756] | | |

| Restructuring charges, net | | | [removed: 293] [added: 60] | | | | | | [removed: 118] [added: 293] | | | | | | [removed: 198] [added: 118] | | |

| Certain litigation charges | | | [removed: 118] [added: 95] | | | | | | [removed: 313] [added: 118] | | | | | | [removed: 166] [added: 313] | | |

| Other operating expense, net | | | [removed: 315] [added: 862] | | | | | | [removed: 71] [added: 315] | | | | | | [removed: 258] [added: 71] | | |

| Operating profit | | | [removed: 4,484] [added: 5,752] | | | | | | [removed: 4,791] [added: 4,484] | | | | | | [removed: 6,268] [added: 4,791] | | |

| Other non-operating income, net | | | [removed: (336)] [added: (318)] | | | | | | [removed: (356)] [added: (336)] | | | | | | [removed: (373)] [added: (356)] | | |

| Interest expense | | | [removed: 925] [added: 553] | | | | | | [removed: 1,092] [added: 925] | | | | | | [removed: 1,444] [added: 1,092] | | |

| Income before income taxes | | | [removed: 3,895] [added: 5,517] | | | | | | [removed: 4,055] [added: 3,895] | | | | | | [removed: 5,197] [added: 4,055] | | |

| Income tax provision (benefit) | | | [removed: 265] [added: 456] | | | | | | [removed: (751)] [added: 265] | | | | | | [removed: 547] [added: (751)] | | |

| Net income | | | [removed: 3,630] [added: 5,062] | | | | | | [removed: 4,806] [added: 3,630] | | | | | | [removed: 4,650] [added: 4,806] | | |

| Net income attributable to noncontrolling interests | | | [removed: (24)] [added: (22)] | | | | | | [removed: (17)] [added: (24)] | | | | | | [removed: (19)] [added: (17)] | | |

| Net income attributable to Medtronic | | | $ | [removed: 3,606] [added: 5,039] | | | | | $ | [removed: 4,789] [added: 3,606] | | | | | $ | [removed: 4,631] [added: 4,789] | |

| Basic earnings per share | | | $ | [removed: 2.68] [added: 3.75] | | | | | $ | [removed: 3.57] [added: 2.68] | | | | | $ | [removed: 3.44] [added: 3.57] | |

| Diluted earnings per share | | | $ | [removed: 2.66] [added: 3.73] | | | | | $ | [removed: 3.54] [added: 2.66] | | | | | $ | [removed: 3.41] [added: 3.54] | |

| Basic weighted average shares outstanding | | | [removed: 1,344.9] [added: 1,342.4] | | | | | | [removed: 1,340.7] [added: 1,344.9] | | | | | | [removed: 1,346.4] [added: 1,340.7] | | |

| Diluted weighted average shares outstanding | | | [removed: 1,354.0] [added: 1,351.4] | | | | | | [removed: 1,351.1] [added: 1,354.0] | | | | | | [removed: 1,357.5] [added: 1,351.1] | | |

| (in millions) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net income | | | $ | [removed: 3,630] [added: 5,062] | | | | | $ | [removed: 4,806] [added: 3,630] | | | | | $ | [removed: 4,650] [added: 4,806] | |

| Unrealized [added: (loss)] gain on investment securities | | | [removed: 92] [added: (301)] | | | | | | [removed: 45] [added: 92] | | | | | | [removed: 102] [added: 45] | | |

| Translation adjustment | | | [removed: 1,699] [added: (2,086)] | | | | | | [removed: (829)] [added: 1,699] | | | | | | [removed: (1,375)] [added: (829)] | | |

| Net investment hedge | | | [removed: (1,694)] [added: 2,299] | | | | | | [removed: 405] [added: (1,694)] | | | | | | [removed: 88] [added: 405] | | |

| Net change in retirement obligations | | | [removed: 505] [added: 574] | | | | | | [removed: (544)] [added: 505] | | | | | | [removed: (191)] [added: (544)] | | |

| Unrealized (loss) gain on cash flow hedges | | | [removed: (519)] [added: 727] | | | | | | [removed: 72] [added: (519)] | | | | | | [removed: 401] [added: 72] | | |

| Other comprehensive income (loss) | | | [removed: 83] [added: 1,213] | | | | | | [removed: (851)] [added: 83] | | | | | | [removed: (975)] [added: (851)] | | |

| Cost of products sold, excluding amortization of intangible assets | | | 10,145 | | | | | | 10,483 | | | | | | 9,424 | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,039 | | | | | | — | | | | | | 5,039 | | | | | | 22 | | | | | | 5,062 | | |

| Other comprehensive income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,219 | | | | | | 1,219 | | | | | | (6) | | | | | | 1,213 | | |

| April 29, 2022 | | | | | | 1,331 | | | | | | $ | — | | | | | $ | 24,566 | | | | | $ | 30,250 | | | | | $ | (2,265) | | | | | $ | 52,551 | | | | | $ | 171 | | | | | $ | 52,722 | |

| Asset impairment charges | | | 515 | | | | | | — | | | | | | — | | |

The fair value of an intangible asset (asset group) is estimated by utilizing a discounted cash flow analysis.

consolidated statements of cash flows.

illiquidity premium that is incorporated into the discount rate.

See Footnote 13 for more information on the Company's uncertain tax positions and tax policies.

Subsequent Acquisitions

Subsequent to fiscal year 2022, on May 13, 2022, the Company's Neuroscience segment acquired Intersect ENT, a global ear, nose, and throat (ENT) medical technology leader.

The acquisition expands Medtronic's portfolio of products used during ENT procedures and, combined with the Company's navigation, powered instruments, and existing tissue health products, will offer a broader suite of solutions to assist surgeons treating patients who suffer from chronic rhinosinusitis (CRS).

Total consideration for the transaction, in which the Company acquired all outstanding shares of Intersect ENT for $28.25 per share, was approximately $1.2 billion.

The transaction will be accounted for as a business combination using the acquisition method of accounting.

This requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date.

Due to the limited amount of time since the acquisition date and the significant limitations on access to Intersect ENT information prior to the acquisition date the preliminary acquisition valuation for the business combination is incomplete at this time.

As a result, the Company is unable to provide the amounts recognized as of the acquisition date for the major classes of assets acquired and liabilities assumed, including the information required for valuation of intangible assets and goodwill.

We will include such disclosures in our Form 10-Q for the quarter ending July 29, 2022.

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

IPR&D with no alternative future use acquired outside of a business combination is expensed immediately.

During fiscal year 2022, the Company acquired $101 million of IPR&D in connection with asset acquisitions of technology not approved by regulators, which was recognized in *research and development expense* in the consolidated statements of income.

During fiscal year 2021, IPR&D acquired in connection with asset acquisitions was not significant.

Certain of the Company’s business combinations involve potential payment of future consideration that is contingent upon the achievement of certain product development milestones and/or contingent on the acquired business reaching certain performance milestones.

A liability is recorded for the estimated fair value of the contingent consideration on the acquisition date.

The fair value of the contingent consideration is remeasured at each reporting period, and the change in fair value is recognized within *other operating expense, net* in the consolidated statements of income.

| (in millions) | | | 2022 | | | | | | 2021 | | |

| Purchase price allocation adjustments | | | 7 | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | Projected fiscal year of payment | | | | | | 2023 - 2024 | | | | | | 2024 | | |

In total, the Company estimates it will recognize approximately $1.8 billion of exit and disposal costs and other costs related to the program by the end of fiscal year 2023.

Since inception, the Company has incurred pre-tax exit and disposal costs and other costs, across all segments, of $349 million in connection with the program.

| Charges | | | 213 | | | | | | 322 | | | | | | — | | | | | | 4 | | | | | | 539 | | |

| Cash payments | | | (162) | | | | | | (319) | | | | | | — | | | | | | (5) | | | | | | (486) | | |

| Charges | | | 80 | | | | | | 274 | | | | | | — | | | | | | — | | | | | | 354 | | |

| April 29, 2022 | | | $ | 81 | | | | | $ | 27 | | | | | $ | — | | | | | $ | 1 | | | | | $ | 110 | |

Mechanical Circulatory Support (MCS)

In connection with this decision, the Company recorded charges of $726 million (MCS charges) within the Cardiovascular segment during the first quarter of fiscal year 2022, including $58 million recognized in *costs of products sold* and $668 million recognized within *other operating expense, net* in the consolidated statement of income*.* The charges included $515 million of non-cash impairments and write-downs primarily related to $409 million of intangible asset impairments and $58 million of inventory write-downs.

The Company also recorded charges of $211 million for commitments and obligations associated with the decision, which included charges for patient support obligations, restructuring, and other associated costs.

During the fourth quarter of fiscal year 2022, the Company recorded additional charges of $155 million within *other operating expense, net* primarily related to incremental commitments and obligations associated with the exit of the business.

As of April 29, 2022, accruals were recorded in the consolidated balance sheet for these obligations, with $82 million reflected in *other accrued expenses* and $152 million recorded in *other liabilities*.

| | | | April 29, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| June 25, 2021 | | |

Medtronic plc

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

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| April 27, 2018 | | | | | | 1,354 | | | | | | $ | — | | | | | $ | 28,127 | | | | | $ | 24,379 | | | | | $ | (1,786) | | | | | $ | 50,720 | | | | | $ | 102 | | | | | $ | 50,822 | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,631 | | | | | | — | | | | | | 4,631 | | | | | | 19 | | | | | | 4,650 | | |

| Other comprehensive loss | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (972) | | | | | | (972) | | | | | | (3) | | | | | | (975) | | |

| Cumulative effect of change in accounting principle(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | (24) | | | | | | — | | | | | | (24) | | | | | | — | | | | | | (24) | | |

(1) The cumulative effect of change in accounting principle in fiscal year 2019 resulted from the adoption of accounting guidance that requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income.

As a result of the adoption, the Company reclassified $47 million from *accumulated other comprehensive loss* to the opening balance of *retained earnings* as of April 28, 2018.

(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.

The Company has considered the disruptions caused by COVID-19, including lower sales and customer demand than the prior year in many businesses as well as macroeconomic factors.

Fiscal years 2020 and 2019 were 52-week years.

Notes to Consolidated Financial Statements (Continued)

In accordance with U.S. GAAP, goodwill is not amortized.

discount rates, probabilities of payment, and projected revenues (for revenue-based considerations).

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

For contracts that have an original duration of one year or less, the Company has elected the practical expedient applicable to such contracts and does not disclose the transaction price for remaining performance obligations at the end of each reporting period and when the Company expects to recognize this revenue.

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.

Fiscal Year 2020

Purchase price allocation adjustments for fiscal year 2020 business combinations were not significant.

Primary activities of the restructuring program include integrating and enhancing global manufacturing and supply processes, systems and site presence, enhancing and leveraging global operating models across several enabling functions, and optimizing certain commercial processes, systems, and models.

Approximately 40 percent of the estimated charges are related to employee termination benefits.

These charges are recognized

For fiscal years 2021, 2020 and 2019, the Company recognized net charges of $349 million, $441 million, and $424 million, respectively.

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

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| April 27, 2018 | | | $ | 27 | | | | | $ | 2 | | | | | $ | — | | | | | $ | — | | | | | $ | 29 | |

| Charges | | | 192 | | | | | | 193 | | | | | | 17 | | | | | | 22 | | | | | | 424 | | |

| Cash payments | | | (118) | | | | | | (186) | | | | | | — | | | | | | (10) | | | | | | (314) | | |

| Settled non-cash | | | — | | | | | | — | | | | | | (17) | | | | | | — | | | | | | (17) | | |

| Charges | | | 66 | | | | | | 295 | | | | | | — | | | | | | 4 | | | | | | 365 | | |

Under the oversight of the portfolio leaders, this new operating model, which became fully operational the beginning of the fourth quarter of fiscal year 2021, will simplify the Company's organizational structure and accelerate decision-making and execution.

Primary activities of the restructuring program will include reorganizing the Company into a portfolio-level structure, including the creation of highly focused, accountable, and empowered Operating Units (OUs), consolidating Operations at the enterprise level, establishing Technology Development Centers in areas where the Company has deep core technology competencies to be leveraged by multiple OUs, and forming dedicated sales organizations that leverage the Company's scale but move with the same agility as smaller, local competitors.

Approximately three quarters of the estimated charges are related to employee termination benefits.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective [removed: at] [added: as of] April [removed: 30, 2021.][added: 29, 2022.]

The effectiveness of the Company's internal control over financial reporting as of April [removed: 30, 2021] [added: 29, 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in [removed: its] [added: their] report which is included in “Item 8.

During the quarter ended April [removed: 30, 2021,] [added: 29, 2022,] there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) 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 [removed: fact that most of its employees are working remotely due to the] COVID-19 pandemic.

[added: As reported in our Quarterly Reports on Form 10-Q for the first three quarters of fiscal year 2022,] 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.

[removed: Since March 2, 2021,] [added: During the first three quarters of fiscal year 2022,] in the normal course of business and consistent with the [removed: authorization of Cyber GL 1B,] [added: OFAC authorizations as in effect at the time,] Medtronic Russia filed [removed: five] [added: a total of nine] notifications with the FSB, as required under local Russian law for the import of medical devices that make use of encryption functionality.

Part III of this Annual Report on Form 10-K incorporates information by reference from the Company's [removed: 2021] [added: 2022] definitive proxy statement, which will be filed no later than 120 days after April [removed: 30, 2021.][added: 29, 2022.]

In particular, during the first three quarters of fiscal year 2022, Medtronic engaged in certain regulatory activities involving Russia’s Federal Security Service (“FSB”) related to its medical devices that were expressly authorized by the U.S. Government under applicable economic sanctions regulations.

Medtronic did not engage in these activities during the fourth quarter of fiscal year 2022.

To the extent that notifications with the FSB remain permissible under U.S. law, Medtronic may decide to continue engaging in such activities for the limited purposes of complying with local law requirements in Russia.

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.

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.

The sections entitled “Proposal 1 — Election of Directors — Directors and Nominees,” “Corporate Governance — Committees of the Board and Meetings,” and “Share Ownership Information — Delinquent Section 16(a) Report” in the Company's Proxy Statement for our [removed: 2021] [added: 2022] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 30, 2021,] [added: 29, 2022,] are incorporated herein by reference.

Set forth below are the names and ages of our [removed: Section 16(b) executive officers] [added: Executive Officers] of Medtronic, as well as information regarding their positions with Medtronic, their periods of service in these capacities, and their business experiences.

The following table shows the name, age, and position as of April [removed: 30, 2021] [added: 29, 2022] of each of our [removed: executive officers:][added: Executive Officers:]

| Geoffrey S. Martha | | | | | | [removed: 51] [added: 52] | | | | | | Chairman and Chief Executive Officer | | |

| [removed: Bradley E. Lerman] [added: Ivan K. Fong] | | | | | | [removed: 64] [added: 60] | | | | | | [removed: Senior] [added: Executive] Vice President, General Counsel and Corporate Secretary of the Company | | |

| Karen L. Parkhill | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President and Chief Financial Officer | | |

| Carol A. Surface | | | | | | [removed: 55] [added: 56] | | | | | | [removed: Senior] [added: Executive] Vice President and Chief Human Resources Officer | | |

| Robert ten Hoedt | | | | | | [removed: 60] [added: 61] | | | | | | Executive Vice President and President, EMEA [added: Region, President, APAC] Region | | |

| Robert J. White | | | | | | [removed: 58] [added: 59] | | | | | | Executive Vice President and President, Medical Surgical Portfolio | | |

| John Liddicoat, M.D. | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President and President, Americas Region | | |

| Sean Salmon | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President and President, Diabetes Operating Unit, President, Cardiovascular Portfolio | | |

| Brett Wall | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President and President, Neuroscience Portfolio | | |

Martha, age [removed: 51,] [added: 52,] is Chairman of the Board of Directors and Chief Executive Officer of Medtronic.

[removed: Richard Kuntz, M.D.,] [added: Surface,] age [removed: 64,] [added: 56,] has been [removed: Senior] [added: Executive] Vice President and Chief [removed: Medical and Scientific] [added: Human Resources] Officer of the Company since January 2015 and of Medtronic, Inc. since [removed: August 2009.][added: September 2013.]

[removed: Lerman,] [added: Fong,] age [removed: 64,] [added: 60,] has been [removed: Senior] [added: Executive] Vice President, General Counsel and Corporate Secretary of the Company since [removed: January 2015 and of Medtronic, Inc. since May 2014.][added: February 2022.]

Parkhill, age [removed: 55,] [added: 56,] joined the Company as Executive Vice President and Chief Financial Officer in June 2016.

Robert ten Hoedt, age [removed: 60,] [added: 61,] has been Executive Vice President and President, EMEA [added: Region] of the Company since January 2015 and of Medtronic, Inc. since May [removed: 2014.][added: 2014, as well as President, APAC Region starting March 2022.]

White, age [removed: 58,] [added: 59,] is Executive Vice President and President, Medical Surgical Portfolio.

John Liddicoat, M.D., age [removed: 57,] [added: 58,] was named Executive Vice President and President, Americas Region in September 2018.

Sean Salmon, age [removed: 56,] [added: 57,] has been Executive Vice President and Group President, Diabetes Group of the company since October 2019, and also assumed the role of Executive Vice President and President, Cardiovascular Portfolio in January 2021.

Brett Wall, age [removed: 56,] [added: 57,] is Executive Vice President and President of Medtronic’s Neuroscience Portfolio.

Mr. Wall previously served as Senior Vice President and President of the Brain Therapies division of Medtronic within the Restorative Therapies Group [removed: of the Company] from March 2016 to November 2019.

Ivan K.

Prior to that, he held several leadership positions at 3M Company from 2012 to 2022, including Executive Vice President, Chief Legal and Policy Officer and Secretary.

Prior to joining 3M Company, Mr. Fong served as General Counsel of the U.S. Department of Homeland Security from 2009 to 2012.

Prior to his role with the U.S. Government, he was Chief Legal Officer and Secretary for Cardinal Health, Inc from 2005 to 2009.

Mr. Fong currently serves on the Board of Cboe Global Markets.

| Richard Kuntz, M.D. | | | | | | 64 | | | | | | Senior Vice President and Chief Medical and Scientific Officer | | |

Prior to that, he was Senior Vice President and President, Neuromodulation from October 2005 to August 2009; and prior to that, he was an interventional cardiologist and Chief of the Division of Clinical Biometrics at Brigham and Women’s Hospital and Associate Professor of Medicine and Chief Scientific Officer of the Harvard Clinical Research Institute.

Bradley E.

Prior to that, he was Executive Vice President, General Counsel and Corporate Secretary at Federal National Mortgage Association (Fannie Mae) from October 2012 to May 2014; Senior Vice President and Chief Litigation Counsel at Pfizer, Inc. from January 2009 to September 2012; Partner at Winston & Strawn from August 1998 to January 2009; partner at Kirkland & Ellis from March 1996 to July 1998; Associate Independent Counsel from October 1994 to March 1996; and Assistant U.S. Attorney in the Northern District of Illinois from February 1986 to September 1994.

Mr. Lerman is also a current member of the Board of Directors of McKesson Corporation.

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

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: 2021] [added: 2022] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 30, 2021,] [added: 29, 2022,] are incorporated herein by reference.

The section entitled “Compensation Committee Report” in Medtronic's Proxy Statement for the Company's [removed: 2021] [added: 2022] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 30, 2021,] [added: 29, 2022,] 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: 2021] [added: 2022] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 30, 2021,] [added: 29, 2022,] 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: 2021] [added: 2022] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 30, 2021,] [added: 29, 2022,] 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: 2021] [added: 2022] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 30, 2021,] [added: 29, 2022,] are incorporated herein by reference.

| | | | Schedule II. Valuation and Qualifying Accounts — years ended April [added: 29, 2022, April] 30, 2021, [removed: April 24, 2020,] and April [removed: 26, 2019.] [added: 24, 2020.] | | |

| Fiscal year ended April 30, 2021 | | | [removed: $ |] 208 | | | | | [removed: $] | 128 | | | | | [removed: $] | — | | | | | [removed: $] | (95) | | [removed: (a)] | [added: (a)] | | [removed: $] | 241 | | [added: |]

| Fiscal year ended April [removed: 26, 2019] [added: 29, 2022] | | | [removed: 193] [added: $] | [added: 241] | | | | | [removed: 78] [added: $] | [added: 58] | | | | | [removed: —] [added: $] | [added: —] | | | | | [removed: (81)] [added: $] | [added: (69)] | | (a) | | | [removed: 190] [added: $] | [added: 230] | |

| Fiscal year ended April 30, 2021 | | | [removed: $ |] 544 | | | | | [removed: $] | 483 | | | | | [removed: $] | — | | | | | [removed: $] | (398) | | [removed: (b)] | [added: (b)] | | [removed: $] | 629 | | [added: |]

| Fiscal year ended April 30, 2021 | | | [removed: $ |] 5,482 | | | | | [removed: $] | 342 | | | | | [removed: $] | 170 | | [removed: (e)] | [added: (e)] | | [removed: $] | (172) | | [removed: (d)] | [added: (d)] | | [removed: $] | 5,822 | | [added: |]

| | | | #4.25 | | | | | | [Description of Registrant's [removed: Securities](https://www.sec.gov/Archives/edgar/data/1613103/000161310321000027/mdt-202110kxex425.htm).] [added: Securities](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000023/mdt-202210kxex425.htm).] | | |

| | | | *10.64 | | | | | | [Form of Restricted Stock Award Agreement under Amended and Restated 2013 Stock Award and Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1069.htm) [(incorporated] [added: Plan (incorporated] by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1069.htm)[69](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1069.htm) [to] [added: 10.69 to] Medtronic plc’s Annual Report on Form 10-K for the year ended April 24, 2020, filed on June 19, 2020, File No. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1069.htm) | | |

| | | | *10.65 | | | | | | [Form of Non-Qualified Stock Option Agreement under Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm)[70](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm) [to] [added: 10.70 to] Medtronic [removed: plc’s](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm) [Annual](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm) [Report] [added: plc’s Annual Report] on Form [removed: 10-](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm)[K](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm) [for the](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm) [year](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm) [ended](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm) [April](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm) [2](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm)[4](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm)[20](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm)[,] [added: 10-K for the year ended April 24, 2020,] filed [removed: on](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm) [June](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm) [](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm)[19](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm)[20](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm)[,] [added: on June 19, 2020,] File No. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000021/mdt202010k-ex1070.htm) | | |

| | | | *10.69 | | | | | | [Medtronic Non-Qualified Retirement Plan Supplemental (restated November 6, 2020, and formerly known as the Supplemental Executive Retirement [removed: Plan)](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000051/ex103-medtronicnonxqua.htm) [](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000051/ex103-medtronicnonxqua.htm)[(incorporated] [added: Plan) (incorporated] by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000051/ex103-medtronicnonxqua.htm)[3](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000051/ex103-medtronicnonxqua.htm) [to] [added: 10.3 to] Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2020, filed on December 3, 2020, File No. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000051/ex103-medtronicnonxqua.htm) | | |

| | | | *10.75 | | | | | | [Medtronic Capital Accumulation Plan Deferral Program (restated November 6, 2020) (incorporated by reference to Exhibit 10.4 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended [removed: October](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000051/ex104-medtroniccapital.htm) [30](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000051/ex104-medtroniccapital.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000051/ex104-medtroniccapital.htm)[20](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000051/ex104-medtroniccapital.htm)[,] [added: October 30, 2020,] filed on [removed: December](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000051/ex104-medtroniccapital.htm) [3](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000051/ex104-medtroniccapital.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000051/ex104-medtroniccapital.htm)[20](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000051/ex104-medtroniccapital.htm)[,] [added: December 3, 2020,] File No. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000051/ex104-medtroniccapital.htm) | | |

| | | | #21 | | | | | | [List of Subsidiaries of Medtronic [removed: plc.](https://www.sec.gov/Archives/edgar/data/1613103/000161310321000027/mdt-202110kxex21.htm)] [added: plc.](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000023/mdt-202210kxex21.htm)] | | |

| | | | #22 | | | | | | [List of Senior Notes, Issuers and [removed: Guarantors.](https://www.sec.gov/Archives/edgar/data/1613103/000161310321000027/mdt-202110kxex22.htm)] [added: Guarantors.](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000023/mdt-202210kxex22.htm)] | | |

| | | | #23 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1613103/000161310321000027/mdt-202110kxex23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000023/mdt-202210kxex23.htm)] | | |

| | | | #24 | | | | | | [Power of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/1613103/000161310321000027/mdt-202110kxex24.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000023/mdt-202210kxex24.htm)] | | |

| | | | #31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1613103/000161310321000027/mdt-202110kxex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000023/mdt-202210kxex311.htm)] | | |

| | | | #31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1613103/000161310321000027/mdt-202110kxex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000023/mdt-202210kxex312.htm)] | | |

| | | | #32.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1613103/000161310321000027/mdt-202110kxex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000023/mdt-202210kxex321.htm)] | | |

| | | | #32.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1613103/000161310321000027/mdt-202110kxex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000023/mdt-202210kxex322.htm)] | | |

| Fiscal year ended April 29, 2022 | | | $ | 629 | | | | | $ | 156 | | | | | $ | — | | | | | $ | (157) | | (b) | | | $ | 628 | |

| Fiscal year ended April 29, 2022 | | | $ | 5,822 | | | | | $ | 884 | | | | | $ | (19) | | (e) | | | $ | (103) | | (d) | | | $ | 6,583 | |

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| | | | 10.76 | | | | | | [Amendment No. 3 and Extension Agreement to the Amended and Restated Credit Agreement, dated as of December 13, 2021, by and among Medtronic Global Holdings S.C.A., certain subsidiaries of Medtronic plc from time to time party thereto, Medtronic, Inc., Medtronic plc, the lenders from time to time party thereto and Bank of America N.A., as administrative agent. (incorporated by reference to Exhibit 10.01 to Medtronic plc’s Current Report on Form 8-K, filed on December 14, 2021, File No. 001-36820).](https://www.sec.gov/Archives/edgar/data/0001613103/000161310321000065/exhibit1001-amendmentno3an.htm) | | |

| | | | *10.77 | | | | | | [Medtronic Capital Accumulation Plan Deferral Program (as restated generally effective January 1, 2017) (Conformed through the Amendment generally effective as of January 1, 2022) (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000011/mdt-2022q310qxex101.htm) | | |

| | | | *10.78 | | | | | | [2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000011/mdt-2022q310qxex102.htm) | | |

| | | | *10.79 | | | | | | [Performance Share Unit Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000011/mdt-2022q310qxex103.htm) | | |

| | | | *10.80 | | | | | | [Non-Qualified Stock Option Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000011/mdt-2022q310qxex104.htm) | | |

| | | | *10.81 | | | | | | [Restricted Stock Unit Award Agreement for awards vesting 100% on the third anniversary of the grant date - 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.5 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000011/mdt-2022q310qxex105.htm) | | |

| | | | *10.82 | | | | | | [Restricted Stock Unit Award Agreement for awards vesting ratably on the first, second, third, and fourth anniversary of the grant date - 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.6 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000011/mdt-2022q310qxex106.htm) | | |

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| Fiscal year ended April 26, 2019 | | | 452 | | | | | | 224 | | | | | | — | | | | | | (155) | | | (b) | | | 521 | | |

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

| | | | | | | | | | | | | | | | | | | | | | (463) | | | (e) | | | | | |

| Dated: June [removed: 25, 2021] [added: 23, 2022] | | | By: | | | /s/ Geoffrey S. Martha | | |

| Dated: June [removed: 25, 2021] [added: 23, 2022] | | | By: | | | /s/ Karen L. Parkhill | | |

| | | | | | | (Principal Financial [removed: and Accounting] Officer) | | |

[removed: Lerman,] [added: Fong,] by signing his name hereto, does hereby sign this document on behalf of each of the above named directors of the registrant pursuant to powers of attorney duly executed by such persons.

| Dated: June 23, 2022 | | | By: | | | /s/ Geoffrey S. Martha | | |

| Dated: June 23, 2022 | | | By: | | | /s/ Jennifer M. Kirk | | |

| | | | | | | Jennifer M. Kirk | | |

| | | | | | | Global Controller and Chief Accounting Officer | | |

| | | | | | | (Principal Accounting Officer) | | |

| | | | | | | | | |

*Ivan K.

| | | | | | | | | |

| Dated: June 23, 2022 | | | By: | | | /s/ Ivan K. Fong | | |

| | | | | | | Ivan K. Fong | | |

| | | | | | | Michael O. Leavitt* | | |

| | | | | | | James T. Lenehan* | | |

*Bradley E.

| Dated: June 25, 2021 | | | By: | | | /s/ Bradley E. Lerman | | |

| | | | | | | Bradley E. Lerman | | |