Medtronic (MDT) 10-K risk factor changes: FY2023 vs FY2022

These markets are characterized by rapid change resulting from technological [removed: advances] [added: advances, innovations] and scientific discoveries.

[removed: The ongoing global COVID-19 pandemic has] [added: Public health crises have] had, and may continue to have, an adverse effect on certain aspects of our business, results of operations, financial [removed: condition] [added: condition,] and cash flows.

In particular, the [removed: continuing] preventative and precautionary measures that we and other businesses, communities, and governments have taken to mitigate the spread of the disease has led to restrictions on, [added: and] disruptions in, [removed: and other related impacts on] business and personal [removed: activities, including reduced customer demand for] [added: activities in] certain [removed: of our products] [added: countries] and [removed: has resulted in many] [added: regions, including China, which comprises approximately seven percent] of our [removed: employees working remotely.][added: total revenues.]

We expect medical procedure rates to continue to vary by therapy and country, and could be impacted by regional COVID-19 case volumes, healthcare system staffing [removed: shortages, patient’s] [added: shortages and supply chain issues that affect their ability to provide care, patients’ ability or] willingness to schedule deferrable procedures, travel restrictions, transportation limitations, quarantine restrictions, vaccine and booster immunization rates, and new COVID-19 variants.

Together with the preventative and precautionary measures being taken, as well as the corresponding need to adapt to new and improved methods of conducting business, such as increased remote monitoring, COVID-19 [removed: is having,] [added: has had,] and may continue to have, 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, [removed: impacts or delays to product development milestones, clinical trials, or regulatory clearances] and [removed: approval timing, and] our ability to generate cash [removed: flow, and may have an adverse impact on our ability to access capital.][added: flow.]

Some of our products are more sensitive to reductions in deferrable and emergent medical procedures, [removed: and, as hospital systems prioritize treatment of COVID-19 patients] and [removed: otherwise comply with government guidelines,] certain medical procedures have been and may continue to be suspended or postponed.

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

[removed: We] [added: In addition, we] could experience loss of sales and profits due to delayed payments or insolvency of healthcare professionals, hospitals and other customers, suppliers and vendors facing liquidity issues.

As a result, [added: our business and liquidity may be adversely impacted, and] we may be compelled to take additional measures to preserve our cash flow.

Additionally, many regulatory agencies are imposing regulatory requirements on safe use of [added: 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 [added: infrastructure, information and] equipment malfunction, failure to follow specific protocols and procedures, supplier [added: or Company] facility shut-downs, defective raw materials, [added: labor shortages,] natural disasters such as hurricanes, tornadoes, earthquakes, or wildfires, property damage or facility closures from riots or public protests, and other environmental factors and the impact of [removed: epidemics or] [added: epidemics,] pandemics, [removed: such as the COVID-19 pandemic,] [added: or other public health crises,] and actions by businesses, communities and governments in response, could lead to launch delays, product [removed: shortage,] [added: shortages,] unanticipated costs, lost revenues and damage to our reputation.

At the time we [added: may] incur such additional indebtedness, or refinance or restructure existing indebtedness, we may be unable to obtain capital market financing with similar terms and currency [removed: denomination,] [added: denomination to our existing indebtedness,] or at [added: all, which could have a material adverse effect on our business and results of operations.]

Failure to integrate acquired businesses into our operations successfully, [added: or challenges related to the Company's strategic initiatives, including divestitures,] as well as liabilities or claims relating to such acquired [removed: businesses,] [added: businesses or divestitures,] could adversely affect our business.

As part of our strategy to develop and identify new products and [removed: technologies,] [added: technologies and optimize our portfolio of products,] we have made several significant acquisitions [added: and divestitures] in recent years, and may make additional acquisitions [added: and divestitures] in the future.

Our medical devices and technologies, as well as our business activities, are subject to a complex set of regulations and rigorous enforcement, including by the U.S. FDA, U.S. Department of Justice, Health and Human [removed: Services-Office] [added: Services Office] of the Inspector General, and numerous other federal, state, and non-U.S. governmental authorities.

For instance, many of our facilities and procedures and those of our suppliers are also subject to periodic inspections by the U.S. FDA to [removed: determine] [added: assess] compliance with applicable regulations.

The results of these inspections can include inspectional observations on the U.S. FDA’s [removed: Form-483,] [added: Form 483,] warning letters, or other forms of enforcement.

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 [removed: ban such medical products,] detain or seize adulterated or misbranded medical products, order [added: 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, and in certain rare circumstances, ban medical devices.]

Furthermore, we occasionally receive subpoenas or other requests for information from [removed: state and federal] [added: various] governmental [removed: agencies,] [added: agencies around the world,] and while these investigations typically relate primarily to financial arrangements with healthcare providers, regulatory compliance and product promotional practices, we cannot predict the timing, [removed: outcome or impact of any such investigations.]

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

As a result, our devices, products and therapies are subject to regulation regarding quality and cost by HHS, including the Centers for Medicare & Medicaid Services (CMS), as well as comparable state and non-U.S. agencies responsible for reimbursement and regulation of health are goods and services, including laws and regulations related to [added: fair competition,] kickbacks, false claims, self-referrals and healthcare fraud.

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 [added: business, results of operations, financial condition, and cash flows.]

Third parties could obtain patents that may require us to negotiate licenses to conduct our [removed: business, and such licenses may not be available on reasonable terms or at all.]

If we are unable to protect our intellectual property in [removed: these] [added: China or other] countries, it could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

Component failures, manufacturing nonconformances, design [removed: defects,] [added: issues,] off-label use, or inadequate disclosure of product-related risks or product-related information with respect to our products, if they were to occur, could result in an unsafe condition or injury to, or death of, a patient.

Further, we may be exposed to additional potential product liability risks related to products designed, manufactured and/or marketed in response to the COVID-19 pandemic, and unpredictable or accelerated changes in demand for certain of our products in connection with COVID-19 and its related impacts could [removed: impact development and production of products and services and could] increase the risk of regulatory enforcement actions, product defects or related claims, as well as adversely impact our customer relationships and reputation.

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

Certain of these 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 [removed: products] [added: products, increase the importance of our ability to compete on cost,] and could limit the acceptance and availability of our products.

Like all organizations, we routinely experience attempted interference with the integrity of, and interruptions in, our technology systems via events such as cyber-attacks, malicious intrusions, or other [removed: breakdowns.]

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

Lastly, we continue to grow in part through new business acquisitions and, as a result, may face risks associated with defects and vulnerabilities in [removed: their] [added: acquired businesses’] systems, or difficulties or other breakdowns or disruptions in connection with the integration of the acquisitions into our information technology systems.

There can be no assurance that our extensive efforts (including, but not limited to, consolidating, protecting, 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 [removed: technology)] [added: technology, including, but not limited to, generative artificial intelligence platforms)] will be successful or that additional systems issues will not arise in the future.

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

The U.S. Foreign Corrupt Practices Act (FCPA), the Irish Criminal Justice (Corruption Offences) Act 2018, and similar anti-corruption laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining [removed: business.][added: business and to ensure adequate internal controls, books, and records.]

However, existing safeguards and any future improvements may not always be effective, and our employees, consultants, sales agents or [added: 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 (OFAC) and the U.S. Commerce Department’s Bureau of Industry and Security (BIS) administer certain laws and regulations that restrict U.S. persons and, in some instances, non-U.S. persons, in conducting activities, transacting business with, or making investments in, certain countries, governments, entities and individuals subject to U.S. [removed: economic sanctions or export restrictions.]

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

Certain of our subsidiaries sell medical devices, and may provide related services, to distributors and other purchasing bodies in such [removed: countries.][added: countries/region.]

We are further subject to [removed: numerous,] [added: 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.

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 [added: future losses.]

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

These restrictions have reduced customer demand for certain of our products.

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

Over the course of the past fiscal year, interest rate increases in the U.S. and Europe, and recent disruptions in the financial services industry, caused periods of tightened credit availability and volatility in borrowing terms.

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

In addition, the potential exists that expected strategic benefits from any planned or completed divestiture by the Company may not be realized or may take longer to realize than expected, including but not limited to:

- The Company’s ability to consummate the planned separation of the combined Patient Monitoring and Respiratory Interventions businesses from the Medical Surgical Portfolio,

- The Company’s ability to realize the anticipated benefits from the recent contribution of half of the Company’s RCS business to Mozarc Medical,

- The Company’s performance under various transaction service agreements that have or may be executed as part of a divestiture.

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

outcome or impact of any such investigations.

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

business, and such licenses may not be available on reasonable terms or at all.

This may increase our vulnerability to our technology being reverse engineered or our trade secrets being compromised.

Our ransomware readiness program has required and will continue to require investment and will not guarantee that we will be immune from an incident or be able to respond rapidly enough to prevent a negative impact on our business.

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

breakdowns.

Medtronic is constantly monitoring geopolitical events or issues (i.e., U.S.-China tensions) which may increase cybersecurity risks on a global basis, and we take appropriate measures to counter any threats.

We maintain various controls aligned with legal requirements to prevent and prohibit improper practices, including policies, programs, and training for our employees and third party intermediaries acting on our behalf.

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

economic sanctions or export restrictions.

We are subject to risks related to our environmental, social and governance (ESG) practices and initiatives.

There is an increased focus from our stakeholders, as well as regulatory authorities in the U.S., European Union (EU) and other global jurisdictions in which we operate, on ESG practices and disclosure.

If we do not succeed, or are perceived to have fallen short, in any number of ESG matters, such as environmental stewardship, inclusion, diversity and equity (ID&E) initiatives, supply chain practices, good corporate governance, workplace conduct and support for local communities, or if we do not effectively respond to new or revised legal, regulatory or reporting requirements concerning climate change or other sustainability concerns, we may be subject to regulatory fines and penalties, our reputation or the reputation of our brands may suffer, we may be unable to attract and retain top talent, and our stock price may be negatively affected.

In addition, enhanced ESG laws, regulations and expectations in the jurisdictions in which we do business may increase compliance burdens and costs for third parties throughout our global supply chain, which could cause disruption in the sourcing, manufacturing and distribution of our products and adversely affect our business, financial condition or results of operations.

Further, we have made several public disclosures of objectives and targets (targets) relating to product stewardship, ID&E, patient safety and product quality, access and innovation, and climate stewardship, including our ambition to be carbon neutral in our operations by 2030 and to achieve net zero emissions by 2045.

Although we intend to achieve these targets, we may be required to expend significant resources to do so, which could increase our operational costs.

In addition, there can be no assurance of the extent to which any of our targets will be achieved, or that any future investments we make to achieve such targets will meet investor, legal and/or any other regulatory expectations and requirements.

If we are unable to meet our targets, we may face litigation and could incur regulatory fines and penalties or adverse

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

publicity and reaction from investors, advocacy groups or other stakeholders that may adversely impact our business, demand for our products and services, and/or our financial condition and results of operations.

Certain countries have already enacted or are in the process of enacting legislation in line with guidance provided by the OECD.

Ireland is subject to EU Directives and as a consequence has committed to enact legislation by December 31st 2023.

As a result the first year Medtronic is expected to be impacted by these changes is fiscal year 2025.

The Tax Court issued its opinion on August 18, 2022, and it remains subject to appeal by either or both parties.

At this time, the Company is evaluating whether to file an appeal.

In addition, a retroactive change to

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

The U.S. and China, which

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 new variants emerge.

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

A number of our global suppliers, vendors, and distributors have been adversely affected by the COVID-19 pandemic, including employee absenteeism.

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

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

COVID-19 could adversely impact our ability to retain key employees and the continued service and availability of skilled personnel necessary to run our complex productions and operations, including our executive officers and other key members of our management team.

While the impact of COVID-19 has had, and may continue to have, an adverse effect on our business, results of operations, financial condition and cash flows, the nature and extent of such impact is highly uncertain and unpredictable, as we cannot predict with confidence the duration of the pandemic.

chemicals and their potential impact on health and the environment which also may impact supply constraints.

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

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.

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

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.

We maintain policies and programs to implement safeguards to educate our employees and agents on these legal requirements, and to prevent and prohibit improper practices.

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

future losses.

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.

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

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).

Additional sanctions, export restrictions, and

The discussion focuses on our financial results for the fiscal year ended April [removed: 29, 2022] [added: 28, 2023] (fiscal year [removed: 2022)] [added: 2023)] and the fiscal year ended April [removed: 30, 2021] [added: 29, 2022] (fiscal year [removed: 2021).][added: 2022).]

A discussion on our results of operations for fiscal year [removed: 2021] [added: 2022] as compared to the year ended April [removed: 24, 2020] [added: 30, 2021] (fiscal year [removed: 2020)] [added: 2021)] 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: 30, 2021,] [added: 29, 2022,] filed with the SEC on June [removed: 25, 2021,] [added: 23, 2022,] 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: 29, 2022] [added: 28, 2023] and April [removed: 30, 2021] [added: 29, 2022] and for fiscal years [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] which are presented within "Item 8.

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

The following is a summary of revenue, diluted earnings per share, and cash flow for fiscal years [removed: 2022] [added: 2023] and [removed: 2021:][added: 2022:]

[removed: ][added: ]

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: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

| (Gain)/loss on minority investments [removed: (3)] [added: (5)] | | | (12) | | | | | | — | | | | | | (9) | | | | | | (0.01) | | | | | | — | | |

| Medical device regulations [removed: (4)] [added: (6)] | | | 102 | | | | | | 16 | | | | | | 86 | | | | | | 0.06 | | | | | | 15.7 | | |

| MCS impairment / costs [removed: (5)] [added: (9)] | | | 881 | | | | | | 220 | | | | | | 661 | | | | | | 0.49 | | | | | | 25.0 | | |

| Certain tax adjustments, net [removed: (6)] [added: (10)] | | | — | | | | | | 50 | | | | | | (50) | | | | | | (0.04) | | | | | | — | | |

| | | | Fiscal year ended April [removed: 30, 2021] [added: 28, 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Acquisition-related items (2) | | | [removed: (15)] [added: 110] | | | | | | [removed: (20)] [added: 21] | | | | | | [removed: 4] [added: 89] | | | | | | [removed: —] [added: 0.07] | | | | | | [removed: 126.7] [added: 19.1] | | |

| Certain litigation [removed: charges | | | 118 | | |] [added: charges, net] | | | [removed: 23] [added: (30)] | | | | | | 95 | | | [removed: | | | 0.07 | | | | | | 19.5 | | |]

| (Gain)/loss on minority investments [removed: (3)] [added: (5)] | | | [removed: (61)] [added: (33)] | | | | | | [removed: —] [added: 2] | | | | | | [removed: (57)] [added: (29)] | | | | | | [removed: (0.04)] [added: (0.02)] | | | | | | [removed: —] [added: (6.1)] | | |

| Certain tax adjustments, net [removed: (9)] [added: (8)] | | | — | | | | | | [removed: 41] [added: (910)] | | | | | | [removed: (41)] [added: 910] | | | | | | [removed: (0.03)] [added: 0.68] | | | | | | — | | |

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

[removed: (3)We] [added: (5)We] exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.

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

[removed: (5)The] [added: (9)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).

Medtronic is committed to serving the needs of [removed: the approximately 3,500] patients currently implanted with the HVAD System.

[removed: (6)The] [added: (10)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.

| (in millions) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net cash provided by operating activities | | | $ | [removed: 7,346] [added: 6,039] | | | | | $ | [removed: 6,240] [added: 7,346] | |

| Additions to property, plant, and equipment | | | [removed: (1,368)] [added: (1,459)] | | | | | | [removed: (1,355)] [added: (1,368)] | | |

| Free cash flow | | | $ | [removed: 5,978] [added: 4,580] | | | | | $ | [removed: 4,885] [added: 5,978] | |

The charts below illustrate the percent of net sales by segment for fiscal years [removed: 2022] [added: 2023] and [removed: 2021:][added: 2022:]

[removed: ][added: ]

The table below includes net sales by segment and division for fiscal years [removed: 2022] [added: 2023] and [removed: 2021:][added: 2022:]

| (in millions) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | |

| Cardiac Rhythm & Heart Failure | | | $ | [removed: 5,908] [added: 5,835] | | | | | $ | [removed: 5,584] [added: 5,908] | | | | | [removed: 6] [added: (1)] | | % |

| Structural Heart & Aortic | | | [removed: 3,055] [added: 3,363] | | | | | | [removed: 2,834] [added: 3,055] | | | | | | [removed: 8] [added: 10] | | |

| Coronary & Peripheral Vascular | | | [removed: 2,460] [added: 2,375] | | | | | | [removed: 2,354] [added: 2,460] | | | | | | [removed: 5] [added: (3)] | | |

| Cardiovascular | | | [removed: 11,423] [added: 11,573] | | | | | | [removed: 10,772] [added: 11,423] | | | | | | [removed: 6] [added: 1] | | |

| Surgical Innovations | | | [removed: 6,060] [added: 5,663] | | | | | | [removed: 5,438] [added: 6,060] | | | | | | [removed: 11] [added: (7)] | | |

| Respiratory, Gastrointestinal, & Renal | | | [removed: 3,081] [added: 2,770] | | | | | | [removed: 3,298] [added: 3,081] | | | | | | [removed: (7)] [added: (10)] | | |

| Medical Surgical | | | [removed: 9,141] [added: 8,433] | | | | | | [removed: 8,737] [added: 9,141] | | | | | | [removed: 5] [added: (8)] | | |

| Cranial & Spinal Technologies | | | [removed: 4,456] [added: 4,451] | | | | | | [removed: 4,288] [added: 4,456] | | | | | | [removed: 4] [added: —] | | |

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)


| GAAP | | | $ | 5,364 | | | | | $ | 1,580 | | | | | $ | 3,758 | | | | | $ | 2.82 | | | | | 29.5 | | % |

| Amortization of intangible assets | | | 1,698 | | | | | | 255 | | | | | | 1,443 | | | | | | 1.08 | | | | | | 15.0 | | |

| Restructuring and associated costs (1) | | | 647 | | | | | | 139 | | | | | | 507 | | | | | | 0.38 | | | | | | 21.5 | | |

| Divestiture and separation-related items (3) | | | 235 | | | | | | 8 | | | | | | 227 | | | | | | 0.17 | | | | | | 3.4 | | |

| Medical device regulations (6) | | | 150 | | | | | | 30 | | | | | | 120 | | | | | | 0.09 | | | | | | 20.0 | | |

| Debt redemption premium and other charges (7) | | | 53 | | | | | | 11 | | | | | | 42 | | | | | | 0.03 | | | | | | 20.8 | | |

| Non-GAAP | | | $ | 8,194 | | | | | $ | 1,128 | | | | | $ | 7,045 | | | | | $ | 5.29 | | | | | 13.8 | | % |

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

(3)The charges predominantly include non-cash pre-tax impairments, primarily related to goodwill, changes in the carrying value of the disposal group, and other associated costs, as a result of the April 1, 2023 sale of half of the Company's Renal Care Solutions (RCS) business; charges related to the impending separation of the Patient Monitoring and Respiratory Interventions businesses within our Medical Surgical Portfolio in the fourth quarter of fiscal year 2023; and charges related to an exit of a business which are primarily comprised of inventory write-downs.

(4)Certain litigation includes $35 million income related to the one-time payment received as a result of the Intellectual Property Agreement entered into with Edwards Lifesciences on April 12, 2023.

We consider these costs to be duplicative of previously incurred costs and /or one-time costs, which are limited to a specific period.

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

(8)The charge primarily relates to a $764 million reserve adjustment that was a direct result of the U.S. Tax Court opinion, issued on August 18, 2022, on the previously disclosed litigation regarding the allocation of income between Medtronic, Inc. and its wholly owned subsidiary operating in Puerto Rico.

Additional charges relate to the reduction of deferred tax assets due to the disallowance of certain interest deductions and the change in the reporting currency for certain carryover attributes, and the amortization on previously established deferred tax assets from intercompany intellectual property transactions.

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

The decline in net sales for fiscal year 2023 was primarily driven by unfavorable currency impacts, impact of volume-based procurement tenders and COVID-19 resurgence in China, as well as supply chain challenges in certain businesses, particularly in the first quarter of fiscal year 2023.

The decline in net sales was partially offset by growth in certain product lines and businesses, including Micra, Transcatheter Aortic Valve replacements (TAVR), hemorrhagic and ischemic stroke, and ENT, in addition to the $265 million one-time payment received as a result of the Intellectual Property Agreement entered into with Edwards Lifesciences, as further discussed in the Cardiovascular net sales section below.

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

The net sales increase was primarily due to the strong performance of Micra, TAVR, and Diagnostics, partially offset by unfavorable currency impact of $569 million and supply chain challenges in certain businesses.

The decrease was driven by Cardiac Ablation Solutions experiencing competitive pressures in Western Europe, as well as the pending volume-based procurement (VBP) tenders in China, offset by continued adoption of Micra AV, TYRX antibacterial envelopes, LINQ II implants, and growth from Arctic Front cryoblation catheters in the U.S.

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

Results include $265 million of revenue from a one-time payment received as a result of the Intellectual Property Agreement (agreement) entered into with Edwards Lifesciences (Edwards) on April 12, 2023.

As part of this agreement, Edwards will also pay the Company royalty payments tied to future net sales of certain Edwards products.

Net sales growth was negatively impacted by a field corrective action with the Harmony Transcatheter Pulmonary Valve and Delivery Catheter System.

The net sales declines were driven by market procedural volumes in Coronary remaining below pre-COVID levels in several major markets, headwinds related to U.S. hospital contrast shortages early in fiscal year 2023, and declines in Peripheral Vascular Health due to competitors re-entering the market and supply chain challenges.

Net sales declines were partially offset by strong demand combined with improved product availability of the SpiderFX embolic protection device (EPD) and strong performance of our superficial venous product portfolio, including the VenaSeal system.

Our portfolio consists of Micra VR and Micra AV, which offer leadless pacing therapy to approximately 45 percent of pacemaker patients.

We expect the launch of next generation Micra AV2/VR2 in the first quarter of fiscal year 2024 will continue to support adoption of leadless pacing, as it extends the capability of the Micra portfolio by adding significant battery longevity and programming simplicity.

The 3830 lead, previously labeled for His-bundle pacing, has now been expanded to include left bundle branch area pacing.

AccuRhythm AI launched in Europe during the first quarter of fiscal year 2023.

- Acceptance and growth of the Affera Mapping/Navigation System and Sphere 9 mapping/ablation catheter.

The system was launched under a limited market release in the fourth quarter of fiscal year 2023 in Western Europe.

- Continued acceptance and growth of the Onyx Frontier DES platform.

The platform launched in the U.S. in the first quarter of fiscal year 2023 and in select international countries in the second quarter of fiscal year 2023.

Onyx Frontier is a drug-eluding stent (DES) that introduces an enhanced delivery system and is used for complex percutaneous coronary intervention (PCI).

- Acceptance and growth of IN.PACT 018 drug-coated balloon (DCB).

The global healthcare system is continuing to respond to the unprecedented challenge posed by the COVID-19 pandemic ("COVID-19" or the "pandemic").

Most of our businesses were affected by a decline in global procedural volumes during fiscal year 2021, particularly in the first and second quarters.

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.

We cannot predict with confidence the duration and severity of the pandemic and its impact on global procedure volumes.

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

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.

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

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

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

| Medical device regulations (4) | | | 83 | | | | | | 15 | | | | | | 68 | | | | | | 0.05 | | | | | | 18.1 | | |

| Debt tender premium and other charges (8) | | | 308 | | | | | | 60 | | | | | | 248 | | | | | | 0.18 | | | | | | 19.5 | | |

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

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

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

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

(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.

The increase in net sales for fiscal year 2022 was primarily due to the recovery of global procedure volumes from the downturn experienced in the first and second quarters of fiscal year 2021 as a result of the COVID-19 pandemic.

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.

Currency had an unfavorable impact on net sales for fiscal year 2022 of $32 million.

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.

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.

The Micra AV launched in Japan in November 2021 and received approval in China in May 2022.

Micra AV expands the Micra target population from 15 percent to 45 percent of pacemaker patients.

- Continued acceptance and expansion of the Claria MRI CRT-D system with AdaptivCRT and compatibility with TriageHF technology.

Supply for the LINQ II cardiac monitor is improving as we continue to ramp our wafer scale manufacturing.

In June 2021, the Arctic Front cryoablation system received a first line therapy designation from the U.S. FDA for the treatment of atrial fibrillation.

- Continued acceptance and growth from Evolut PRO, which provides industry-leading hemodynamics, reliable delivery, enhanced durability versus SAVR procedures at 5 years, and advanced sealing with an excellent safety profile.

During the third quarter of fiscal year 2022, Evolut PRO received NMPA approval within China.

The gross notional amount of all currency exchange rate derivative instruments outstanding at April [removed: 29, 2022] [added: 28, 2023] and April [removed: 30, 2021] [added: 29, 2022] was [removed: $13.8] [added: $22.0] billion and [removed: $14.7] [added: $13.8] billion, respectively.

At April [removed: 29, 2022,] [added: 28, 2023,] these contracts were in a net unrealized gain position of [removed: $586] [added: $132] million.

A sensitivity analysis of changes in the fair value of all currency exchange rate derivative contracts at April [removed: 29, 2022] [added: 28, 2023] and April [removed: 30, 2021] [added: 29, 2022] 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) | | | | | | April [removed: 29, 2022] [added: 28, 2023] | | | | | | April [removed: 30, 2021] [added: 29, 2022] | | |

| 10% appreciation in the U.S. dollar | | | | | | $ | [removed: 903] [added: 1,548] | | | | | $ | [removed: 995] [added: 903] | |

| 10% depreciation in the U.S. dollar | | | | | | [removed: (903)] [added: (1,548)] | | | | | | [removed: (995)] [added: (903)] | | |

Our debt portfolio at April [removed: 29, 2022] [added: 28, 2023] was comprised of debt predominantly denominated in U.S. dollars and 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: 29, 2022] [added: 28, 2023] and April [removed: 30, 2021,] [added: 29, 2022,] would have the following impact on the fair value of these instruments:

| 10 basis point increase in interest rates | | | | | | $ | [removed: 53] [added: 63] | | | | | $ | [removed: 21] [added: 53] | |

| 10 basis point decrease in interest rates | | | | | | [removed: (53)] [added: (63)] | | | | | | [removed: (21)] [added: (53)] | | |

| (in millions) | | | | | | April 28, 2023 | | | | | | April 29, 2022 | | |

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

[removed: ][added: ]

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

[removed: ][added: ]

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

The Micra Transcatheter Pacing System, which is leadless and does not have a subcutaneous device pocket like a conventional pacemaker, includes the Micra VR [removed: device] and the Micra AV [removed: device.][added: device families.]

Both of these pacemakers [removed: treats] [added: treat] patients with atrioventricular block.

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

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

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

- Remote monitoring services and patient-centered software to enable efficient care coordination [removed: and specialized telehealth nurse support] as well as services related to hospital operational efficiency.

- Medtronic stopped the distribution and sale of the HVAD System [removed: on] [added: in] June [removed: 3,] 2021.

- CoreValve family of aortic valves, including the Evolut [removed: R, Evolut] PRO, [removed: and] Evolut [removed: PRO+] [added: PRO+, Evolut FX TAVR] systems for transcatheter aortic valve replacement.

- Transcatheter Pulmonary Valves, including Harmony [removed: TPV] [added: Transcatheter Pulmonary Valve (TPV)] and Delivery Catheter System and Melody TPV/Ensemble II Delivery System.

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

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

[removed: ][added: ]

The division develops, manufactures, and markets advanced and general surgical products, including [removed: surgical] [added: advanced] stapling devices, vessel sealing instruments, wound [removed: closure,] [added: closure products,] electrosurgery products, [added: AI-powered] surgical [removed: artificial intelligence (AI)] [added: video] and [added: analytics platform, and] robotic-assisted surgery products, hernia mechanical devices, mesh implants, gynecology products, lung health and 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 stapler; the Signia Powered Stapling System; the LigaSure Exact Dissector and L-Hook Laparoscopic Sealer/Divider; and the Sonicision [added: 7] curved jaw cordless ultrasonic dissection system.

- Electrosurgical hardware and instruments, including the Valleylab FT10 energy platform, [added: the Valleylab LS10 generator,] and the Force TriVerse electrosurgical pencils.

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

- Products designed for the treatment of hernias, including the AbsorbaTack absorbable mesh fixation device for hernia repair, the Symbotex composite mesh for surgical laparoscopic and open ventral hernia repair, and [removed: Parietex ProGrip,] [added: ProGrip Laparoscopic Self-Fixating Mesh,] a self-gripping, biocompatible solution for inguinal hernias.

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

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

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

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

[removed: ][added: ]

The division also provides biologic solutions for the orthopedic [removed: and dental] markets and offers unique and highly differentiated imaging, navigation, power instruments, [removed: nerve monitoring,] and robotic guidance systems used in spine and cranial procedures.

- Neurosurgery products, including platform technologies, implant therapies, and advanced energy [removed: products.][added: products through the Aible spine technology ecosystem.]

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, [added: UNiD Adaptive Spine Intelligence AI-driven technology,] and our Midas Rex [removed: Surgical Drills,] [added: surgical drills,] including our MR8 high-speed drill system.

These products include our [added: CATALYFT PL expandable interbody spacers,] CD [removed: HORIZON SOLERA] [added: Horizon ModuLeX spinal] system, [removed: T2 STRATOSPHERE,] and [removed: CLYDESDALE interbody spacers.][added: T2 STRATOSPHERE Expandable Corpectomy System.]

These products [added: can] also include titanium interbody implants and surface technologies, such as our Adaptix interbody system and [removed: the] [added: incorporated] Titan Interbody Fusion Device with [removed: NanoLOCK] [added: nanoLOCK] technology.

- Products that facilitate less invasive thoracolumbar surgeries, including the CD HORIZON SOLERA VOYAGER Percutaneous Fixation [removed: System.][added: System and various retractor systems to access the spine through smaller incisions.]

- Biologic solutions products, including our INFUSE Bone Graft (InductOs in the European Union (E.U.)), which contains a recombinant human bone morphogenetic [removed: protein,] [added: protein-2,] rhBMP-2, for certain spinal, trauma, and oral maxillofacial applications.

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

The division develops, manufactures, and markets products and therapies to treat [removed: diseases of ENT,] patients afflicted with acute ischemic and hemorrhagic stroke, [removed: and help control the systems] [added: diseases] of [added: ENT, and patients suffering from] overactive bladder, (non-obstructive) urinary retention, and chronic fecal incontinence.

- ENT products, including the Straightshot M5 Microdebrider Handpiece, the [removed: IPC] [added: Integrated Power Console (IPC)] system, NIM [added: Vital] Nerve Monitoring Systems, [removed: FUSION Compact] [added: Propel] and [added: Sinuva Sinus Implants from the acquisition of Intersect ENT,] StealthStation ENT [added: and StealthStation FlexENT] Navigation [removed: System,] [added: Systems,] as well as products for hearing [removed: restoration and obstructive sleep apnea.][added: restoration.]

Products also include the Pipeline Flex Embolization [removed: Devices,] [added: Device with Shield Technology,] 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, 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.]

Our Neuromodulation division and Operating Unit develops, manufactures, and markets spinal cord stimulation [added: and brain modulation] systems, implantable drug infusion systems for chronic pain, as well as interventional products.

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

This includes the Intellis [added: (rechargeable) and Vanta (recharge-free)] Spinal Cord Stimulation [removed: System,] [added: Systems,] with AdaptiveStim and SureScan MRI Technology, DTM (differential target multiplexed) proprietary waveform, the Evolve workflow algorithm, and Snapshot reporting.

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

- Cardiac ablation products include a full suite of electrophysiology solutions to treat patients with arrhythmias, including paroxysmal and persistent AF.

The portfolio includes the Arctic Front Advanced Cardiac Cryoablation System, the DiamondTemp Ablation system, a temperature controlled, irrigated radiofrequency ablation system, Sphere 9 catheter, the first of its kind with high density mapping capabilities combined with radio frequency and pulsed field energies to deliver ablation lesions, and Affera Mapping and Navigation System with Prism-1 software aimed at integrating clinical information to improve patient outcomes.

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

- Suture and wound closure products, including the V-Loc barbed sutures, the Polysorb braided absorbable sutures, and the Monosof absorbable monofilament nylon sutures.

Effective April 1, 2023, we have contributed our Renal Care Solutions (RCS) business as part of an agreement with DaVita to form a new, independent kidney care-focused medical device company (“Mozarc Medical”).

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

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.

- Pelvic health products, including our InterStim X and InterStim II recharge-free neurostimulators, InterStim Micro rechargeable neurostimulators, and SureScan MRI leads.

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

We integrate ID&E principles throughout our Company to ensure every operating unit, team, and leader recognizes and celebrates the value of diverse experiences and backgrounds.

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

Public Health Crises

If there are significant outbreaks of other contagious diseases or other global public health crises, we may face similar impacts.

In the aggregate, these intellectual property assets and licenses are of material

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

The European Commission recently extended the implementation period to the end of 2027 for high-risk devices and to the end of 2028 for medium and low risk devices.

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

parties through which we sell or provide goods or services, violate anti-boycott laws and regulations, we may be subject to civil or criminal enforcement action and varying degrees of liability.

We are also subject to various other country-specific requirements around the world, such as the General Data Protection Regulation (GDPR) in the European Economic Area, the United Kingdom’s version of the same, and China's Personal information Protection Law (PIPL).

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

- Cardiac ablation products including the Arctic Front Advanced Cardiac cryoablation System, designed for pulmonary vein isolation in the treatment of patients with paroxysmal and persistent AF, as well as the DiamondTemp Ablation system, which is the first U.S. FDA-approved, temperature controlled, irrigated radiofrequency ablation system.

- 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, Carpediem dialysis machines for pediatric patients,

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

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.

- Pelvic health products, including our InterStim 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 our RestoreSensor (rechargeable) SureScan MRI neurostimulation system with its proprietary AdaptiveStim technology.

This also includes our Percept PC Neurostimulator DBS system with BrainSense technology.

- Consumables and supplies, including infusion sets.

Throughout the COVID-19 pandemic, we have placed a high priority on employee health, providing comprehensive benefits, accommodations and resources to support our workforce through this challenging time.

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.

To help limit exposure to the virus, we acted to ensure employees in business-critical functions who cannot work from home were protected, including those in research and development, quality, manufacturing, distribution, and sales.

Personal protective equipment, increased sanitation, social distancing guidance, and facility updates (one-way hallways, cafeteria partitions and extra sinks) were provided to protect our employees.

COVID-19 Pandemic

Medical devices marketed in the E.U. will require certification according to these new requirements, except that devices with valid CE certificates, issued pursuant to the Medical Device Directives before May 2020, can be placed on the market until May 2024.

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.

| ☒ | | | Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended April [removed: 29, 2022.] [added: 28, 2023.] | | |

[removed: ®][added: ®]

| [removed: 0.00%] [added: 0.250%] Senior Notes due [removed: 2022] [added: 2025] | | | [removed: MDT/22B] [added: MDT/25] | | | New York Stock Exchange | | |

| [removed: 0.375%] [added: 3.375%] Senior Notes due [removed: 2023] [added: 2034] | | | [removed: MDT/23B] [added: MDT/34] | | | New York Stock Exchange | | |

| [removed: 0.000%] [added: 1.750%] Senior Notes due [removed: 2023] [added: 2049] | | | [removed: MDT/23C] [added: MDT/49] | | | New York Stock Exchange | | |

| [removed: 0.25%] [added: 2.625%] Senior Notes due 2025 | | | [removed: MDT/25] [added: MDT/25B] | | | New York Stock Exchange | | |

| [removed: 1.00%] [added: 1.000%] Senior Notes due 2031 | | | MDT/31A | | | New York Stock Exchange | | |

| [removed: 1.50%] [added: 1.500%] Senior Notes due 2039 | | | MDT/39B | | | New York Stock Exchange | | |

| [removed: 1.75%] [added: 3.000%] Senior Notes due [removed: 2049] [added: 2028] | | | [removed: MDT/49] [added: MDT/28A] | | | New York Stock Exchange | | |

Aggregate market value of voting and non-voting common equity of Medtronic plc held by non-affiliates of the registrant as of October [removed: 29, 2021,] [added: 28, 2022,] based on the closing price of [removed: $119.86] [added: $86.82] as reported on the New York Stock Exchange: approximately [removed: $161.2] [added: $115.5] billion.

Portions of the registrant’s Proxy Statement for its [removed: 2022] [added: 2023] Annual General Meeting are incorporated by reference into Part III hereof.

| [removed: [1A.](#ic2cec86cdfe54e1386c2daa2dff0ea68_19)] [added: [1A.](#i561f313a61ba429ebcff199aea814990_19)] | | | | | | [Risk [removed: Factors](#ic2cec86cdfe54e1386c2daa2dff0ea68_19)] [added: Factors](#i561f313a61ba429ebcff199aea814990_19)] | | | | | | [removed: [14](#ic2cec86cdfe54e1386c2daa2dff0ea68_19)] [added: [14](#i561f313a61ba429ebcff199aea814990_19)] | | |

| [removed: [1B.](#ic2cec86cdfe54e1386c2daa2dff0ea68_22)] [added: [1B.](#i561f313a61ba429ebcff199aea814990_22)] | | | | | | [Unresolved Staff [removed: Comments](#ic2cec86cdfe54e1386c2daa2dff0ea68_22)] [added: Comments](#i561f313a61ba429ebcff199aea814990_22)] | | | | | | [removed: [25](#ic2cec86cdfe54e1386c2daa2dff0ea68_22)] [added: [25](#i561f313a61ba429ebcff199aea814990_22)] | | |

| [removed: [3.](#ic2cec86cdfe54e1386c2daa2dff0ea68_28)] [added: [3.](#i561f313a61ba429ebcff199aea814990_28)] | | | | | | [Legal [removed: Proceedings](#ic2cec86cdfe54e1386c2daa2dff0ea68_28)] [added: Proceedings](#i561f313a61ba429ebcff199aea814990_28)] | | | | | | [removed: [26](#ic2cec86cdfe54e1386c2daa2dff0ea68_28)] [added: [26](#i561f313a61ba429ebcff199aea814990_28)] | | |

| [removed: [4.](#ic2cec86cdfe54e1386c2daa2dff0ea68_31)] [added: [4.](#i561f313a61ba429ebcff199aea814990_31)] | | | | | | [Mine Safety [removed: Disclosures](#ic2cec86cdfe54e1386c2daa2dff0ea68_31)] [added: Disclosures](#i561f313a61ba429ebcff199aea814990_31)] | | | | | | [removed: [26](#ic2cec86cdfe54e1386c2daa2dff0ea68_31)] [added: [26](#i561f313a61ba429ebcff199aea814990_31)] | | |

| [removed: [5.](#ic2cec86cdfe54e1386c2daa2dff0ea68_37)] [added: [5.](#i561f313a61ba429ebcff199aea814990_37)] | | | | | | [Market for Medtronic’s Common Equity, Related Shareholder [removed: Matters](#ic2cec86cdfe54e1386c2daa2dff0ea68_37)[,](#ic2cec86cdfe54e1386c2daa2dff0ea68_37) [and] [added: Matters, and] Issuer Purchases of Equity [removed: Securities](#ic2cec86cdfe54e1386c2daa2dff0ea68_37)] [added: Securities](#i561f313a61ba429ebcff199aea814990_37)] | | | | | | [removed: [27](#ic2cec86cdfe54e1386c2daa2dff0ea68_37)] [added: [27](#i561f313a61ba429ebcff199aea814990_37)] | | |

| [removed: [7.](#ic2cec86cdfe54e1386c2daa2dff0ea68_43)] [added: [7.](#i561f313a61ba429ebcff199aea814990_43)] | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic2cec86cdfe54e1386c2daa2dff0ea68_43)] [added: Operations](#i561f313a61ba429ebcff199aea814990_43)] | | | | | | [removed: [29](#ic2cec86cdfe54e1386c2daa2dff0ea68_43)] [added: [29](#i561f313a61ba429ebcff199aea814990_43)] | | |

| [removed: [7A.](#ic2cec86cdfe54e1386c2daa2dff0ea68_115)] [added: [7A.](#i561f313a61ba429ebcff199aea814990_118)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic2cec86cdfe54e1386c2daa2dff0ea68_115)] [added: Risk](#i561f313a61ba429ebcff199aea814990_118)] | | | | | | [removed: [50](#ic2cec86cdfe54e1386c2daa2dff0ea68_115)] [added: [51](#i561f313a61ba429ebcff199aea814990_118)] | | |

| [removed: [8.](#ic2cec86cdfe54e1386c2daa2dff0ea68_118)] [added: [8.](#i561f313a61ba429ebcff199aea814990_121)] | | | | | | [Financial Statements and Supplementary [removed: Data](#ic2cec86cdfe54e1386c2daa2dff0ea68_118)] [added: Data](#i561f313a61ba429ebcff199aea814990_121)] | | | | | | [removed: [51](#ic2cec86cdfe54e1386c2daa2dff0ea68_118)] [added: [52](#i561f313a61ba429ebcff199aea814990_121)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#ic2cec86cdfe54e1386c2daa2dff0ea68_121)] [added: Firm](#i561f313a61ba429ebcff199aea814990_124)] (PCAOB ID 238) | | | | | | [removed: [51](#ic2cec86cdfe54e1386c2daa2dff0ea68_121)] [added: [52](#i561f313a61ba429ebcff199aea814990_124)] | | |

| | | | | | | [Consolidated Financial [removed: Statements](#ic2cec86cdfe54e1386c2daa2dff0ea68_124)] [added: Statements](#i561f313a61ba429ebcff199aea814990_127)] | | | | | | [removed: [53](#ic2cec86cdfe54e1386c2daa2dff0ea68_124)] [added: [54](#i561f313a61ba429ebcff199aea814990_127)] | | |

| | | | | | | [Notes to the Consolidated Financial [removed: Statements](#ic2cec86cdfe54e1386c2daa2dff0ea68_142)] [added: Statements](#i561f313a61ba429ebcff199aea814990_145)] | | | | | | [removed: [58](#ic2cec86cdfe54e1386c2daa2dff0ea68_142)] [added: [59](#i561f313a61ba429ebcff199aea814990_145)] | | |

| [removed: [9.](#ic2cec86cdfe54e1386c2daa2dff0ea68_205)] [added: [9.](#i561f313a61ba429ebcff199aea814990_208)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ic2cec86cdfe54e1386c2daa2dff0ea68_205)] [added: Disclosure](#i561f313a61ba429ebcff199aea814990_208)] | | | | | | [removed: [104](#ic2cec86cdfe54e1386c2daa2dff0ea68_205)] [added: [105](#i561f313a61ba429ebcff199aea814990_208)] | | |

| [removed: [9A.](#ic2cec86cdfe54e1386c2daa2dff0ea68_208)] [added: [9A.](#i561f313a61ba429ebcff199aea814990_211)] | | | | | | [Controls and [removed: Procedures](#ic2cec86cdfe54e1386c2daa2dff0ea68_208)] [added: Procedures](#i561f313a61ba429ebcff199aea814990_211)] | | | | | | [removed: [104](#ic2cec86cdfe54e1386c2daa2dff0ea68_208)] [added: [105](#i561f313a61ba429ebcff199aea814990_211)] | | |

| [removed: [10.](#ic2cec86cdfe54e1386c2daa2dff0ea68_217)] [added: [10.](#i561f313a61ba429ebcff199aea814990_220)] | | | | | | [Directors, Executive Officers, and Corporate [removed: Governance](#ic2cec86cdfe54e1386c2daa2dff0ea68_217)] [added: Governance](#i561f313a61ba429ebcff199aea814990_220)] | | | | | | [removed: [105](#ic2cec86cdfe54e1386c2daa2dff0ea68_217)] [added: [106](#i561f313a61ba429ebcff199aea814990_220)] | | |

| [removed: [12.](#ic2cec86cdfe54e1386c2daa2dff0ea68_223)] [added: [12.](#i561f313a61ba429ebcff199aea814990_226)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#ic2cec86cdfe54e1386c2daa2dff0ea68_223)] [added: Matters](#i561f313a61ba429ebcff199aea814990_226)] | | | | | | [removed: [106](#ic2cec86cdfe54e1386c2daa2dff0ea68_223)] [added: [107](#i561f313a61ba429ebcff199aea814990_226)] | | |

| [removed: [13.](#ic2cec86cdfe54e1386c2daa2dff0ea68_226)] [added: [13.](#i561f313a61ba429ebcff199aea814990_229)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic2cec86cdfe54e1386c2daa2dff0ea68_226)] [added: Independence](#i561f313a61ba429ebcff199aea814990_229)] | | | | | | [removed: [106](#ic2cec86cdfe54e1386c2daa2dff0ea68_226)] [added: [107](#i561f313a61ba429ebcff199aea814990_229)] | | |

| [removed: [14.](#ic2cec86cdfe54e1386c2daa2dff0ea68_229)] [added: [14.](#i561f313a61ba429ebcff199aea814990_232)] | | | | | | [Principal Accounting Fees and [removed: Services](#ic2cec86cdfe54e1386c2daa2dff0ea68_229)] [added: Services](#i561f313a61ba429ebcff199aea814990_232)] | | | | | | [removed: [106](#ic2cec86cdfe54e1386c2daa2dff0ea68_229)] [added: [107](#i561f313a61ba429ebcff199aea814990_232)] | | |

| [removed: [15.](#ic2cec86cdfe54e1386c2daa2dff0ea68_238)] [added: [15.](#i561f313a61ba429ebcff199aea814990_241)] | | | | | | [Exhibits and Financial Statement [removed: Schedules](#ic2cec86cdfe54e1386c2daa2dff0ea68_238)] [added: Schedules](#i561f313a61ba429ebcff199aea814990_241)] | | | | | | [removed: [107](#ic2cec86cdfe54e1386c2daa2dff0ea68_238)] [added: [108](#i561f313a61ba429ebcff199aea814990_241)] | | |

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

| 3.125% Senior Notes due 2031 | | | MDT/31B | | | New York Stock Exchange | | |

Number of Ordinary Shares outstanding on June 16, 2023: 1,330,405,428

| | | | | | | [PART I](#i561f313a61ba429ebcff199aea814990_13) | | | | | | | | |

| [1.](#i561f313a61ba429ebcff199aea814990_16) | | | | | | [Business](#i561f313a61ba429ebcff199aea814990_16) | | | | | | [3](#i561f313a61ba429ebcff199aea814990_16) | | |

| [2.](#i561f313a61ba429ebcff199aea814990_25) | | | | | | [Properties](#i561f313a61ba429ebcff199aea814990_25) | | | | | | [26](#i561f313a61ba429ebcff199aea814990_25) | | |

| | | | | | | [PART II](#i561f313a61ba429ebcff199aea814990_34) | | | | | | | | |

| [6.](#i561f313a61ba429ebcff199aea814990_40) | | | | | | [(Reserved)](#i561f313a61ba429ebcff199aea814990_40) | | | | | | [28](#i561f313a61ba429ebcff199aea814990_40) | | |

| [9B.](#i561f313a61ba429ebcff199aea814990_214) | | | | | | [Other Information](#i561f313a61ba429ebcff199aea814990_214) | | | | | | [105](#i561f313a61ba429ebcff199aea814990_214) | | |

| | | | | | | [PART III](#i561f313a61ba429ebcff199aea814990_217) | | | | | | | | |

| [11.](#i561f313a61ba429ebcff199aea814990_223) | | | | | | [Executive Compensation](#i561f313a61ba429ebcff199aea814990_223) | | | | | | [107](#i561f313a61ba429ebcff199aea814990_223) | | |

| | | | | | | [PART IV](#i561f313a61ba429ebcff199aea814990_235) | | | | | | | | |

| [16.](#i561f313a61ba429ebcff199aea814990_244) | | | | | | [Form 10-K Summary](#i561f313a61ba429ebcff199aea814990_244) | | | | | | [116](#i561f313a61ba429ebcff199aea814990_244) | | |

| | | | | | | [Signatures](#i561f313a61ba429ebcff199aea814990_247) | | | | | | [117](#i561f313a61ba429ebcff199aea814990_247) | | |

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

- public health crises;

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

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) | | |

| [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;

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

The Company's total manufacturing and research space is approximately [removed: 9.6] [added: 9.8] million square feet.

Approximately [removed: 37] [added: 34] percent of the manufacturing or research facilities are owned by Medtronic and the remaining balance is leased.

| Dominican Republic | | | | | | [removed: 304] [added: 395] | | |

Medtronic also maintains sales and administrative offices in the U.S. at five locations in five states and outside the U.S. at [removed: 129] [added: 119] locations in 62 countries.

| China | | | | | | 708 | | |

| California | | | | | | 260 | | |

| France | | | | | | 249 | | |

| Massachusetts | | | | | | 245 | | |

| Italy | | | | | | 230 | | |

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

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

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

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

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

The following table provides information about the shares repurchased by the Company during the fourth quarter of fiscal year [removed: 2022:][added: 2023:]

On June [removed: 20, 2022,] [added: 16, 2023,] there were approximately [removed: 22,372] [added: 21,589] shareholders of record of the Company’s ordinary shares.

Ordinary cash dividends declared and paid totaled [removed: $0.63] [added: $0.68] per share for each quarter of fiscal year [removed: 2022] [added: 2023] and [removed: $0.58] [added: $0.63] per share for each quarter of fiscal year [removed: 2021.][added: 2022.]

On May [removed: 26, 2022,] [added: 25, 2023,] the Company announced an increase in Medtronic's cash dividends for the first quarter of fiscal year [removed: 2023,] [added: 2024,] raising the amount to [removed: $0.68] [added: $0.69] per share.

The graph assumes that $100 was invested at market close on April [removed: 24, 2017] [added: 27, 2018] 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: 2017] [added: 2018] | | | | | | April [removed: 2018] [added: 2019] | | | | | | April [removed: 2019] [added: 2020] | | | | | | April [removed: 2020] [added: 2021] | | | | | | April [removed: 2021] [added: 2022] | | | | | | April [removed: 2022] [added: 2023] | | |

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 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, [removed: Ivory Coast,] Lebanon, [removed: Liberia,] Libya, Republic of Guinea, [added: Republic of Guinea-Bissau,] Russia, Somalia, Sudan, Syria, Tunisia, certain persons and groups in Ukraine and Zimbabwe.

| 1/28/2023-2/24/2023 | | | | | | 257,425 | | | | | | $ | 84.48 | | | | | 257,425 | | | | | | $ | 2,446,440,933 | |

| 2/25/2023-3/31/2023 | | | | | | 448,355 | | | | | | 80.19 | | | | | | 448,355 | | | | | | 2,410,488,558 | | |

| 4/1/2023-4/28/2023 | | | | | | 389,900 | | | | | | 83.02 | | | | | | 389,900 | | | | | | 2,378,119,960 | | |

| Total | | | | | | 1,095,680 | | | | | | $ | 82.20 | | | | | 1,095,680 | | | | | | $ | 2,378,119,960 | |

| Medtronic plc | | | | | | $ | 100.00 | | | | | $ | 109.85 | | | | | $ | 127.59 | | | | | $ | 171.99 | | | | | $ | 140.18 | | | | | $ | 126.27 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 112.33 | | | | | | 110.58 | | | | | | 165.75 | | | | | | 166.10 | | | | | | 170.53 | | |

| S&P 500 Health Care Equipment Index | | | | | | 100.00 | | | | | | 117.36 | | | | | | 133.57 | | | | | | 177.12 | | | | | | 165.24 | | | | | | 175.54 | | |

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

| 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 | |

| 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 | | |

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

To the [removed: Shareholders and] Board of Directors [added: and Shareholders] of Medtronic plc

We have audited the accompanying consolidated balance sheets of Medtronic plc and its subsidiaries (the “Company”) as of April [removed: 29, 2022] [added: 28, 2023] and April [removed: 30, 2021,] [added: 29, 2022,] 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: 29, 2022,] [added: 28, 2023,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended April [removed: 29, 2022] [added: 28, 2023] appearing under Item [removed: 15(a)(1)] [added: 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: 29, 2022,] [added: 28, 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [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: 29, 2022] [added: 28, 2023] and April [removed: 30, 2021,] [added: 29, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended April [removed: 29, 2022] [added: 28, 2023] 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: 29, 2022,] [added: 28, 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

[removed: *Change] [added: | Cumulative effect of change] in [removed: Accounting Principle*][added: accounting principle | | | | | | — | | | | | | — | | | | | | — | | | | | | (24) | | | | | | — | | | | | | (24) | | | | | | — | | | | | | (24) | | |]

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the [added: 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.]

A remaining unresolved issue with the [removed: IRS,] [added: IRS] relates to the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico, which is one of the Company's manufacturing sites.

Total reserves relating to uncertain tax positions as of April [removed: 29, 2022] [added: 28, 2023] were [removed: $1.661] [added: $2.682] 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 [added: (i)] the significant judgment by management when determining the reserve, including a high degree of estimation uncertainty relative to the unresolved issue with the IRS involving one of the Company’s manufacturing [removed: sites.][added: sites; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s 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; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.]

These procedures included testing the effectiveness of controls relating to the recognition of the income tax reserves for uncertain tax positions, as well as controls over measurement of the [removed: reserves.][added: reserve for the uncertain tax position related to Puerto Rico manufacturing.]

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

| (in millions, except per share data) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net sales | | | $ | [removed: 31,686] [added: 31,227] | | | | | $ | [removed: 30,117] [added: 31,686] | | | | | $ | [removed: 28,913] [added: 30,117] | |

| Cost of products sold, excluding amortization of intangible assets | | | [removed: 10,145] [added: 10,719] | | | | | | [removed: 10,483] [added: 10,145] | | | | | | [removed: 9,424] [added: 10,483] | | |

| Research and development expense | | | [removed: 2,746] [added: 2,696] | | | | | | [removed: 2,493] [added: 2,746] | | | | | | [removed: 2,331] [added: 2,493] | | |

| Selling, general, and administrative expense | | | [removed: 10,292] [added: 10,415] | | | | | | [removed: 10,148] [added: 10,292] | | | | | | [removed: 10,109] [added: 10,148] | | |

| Amortization of intangible assets | | | [removed: 1,733] [added: 1,698] | | | | | | [removed: 1,783] [added: 1,733] | | | | | | [removed: 1,756] [added: 1,783] | | |

| Restructuring charges, net | | | [removed: 60] [added: 375] | | | | | | [removed: 293] [added: 60] | | | | | | [removed: 118] [added: 293] | | |

| Certain litigation [removed: charges] [added: charges, net] | | | [removed: 95] [added: (30)] | | | | | | [removed: 118] [added: 95] | | | | | | [removed: 313] [added: 118] | | |

| Other operating [added: (income)] expense, net | | | [removed: 862] [added: (131)] | | | | | | [removed: 315] [added: 862] | | | | | | [removed: 71] [added: 315] | | |

| Operating profit | | | [removed: 5,752] [added: 5,485] | | | | | | [removed: 4,484] [added: 5,752] | | | | | | [removed: 4,791] [added: 4,484] | | |

| Other non-operating income, net | | | [removed: (318)] [added: (515)] | | | | | | [removed: (336)] [added: (318)] | | | | | | [removed: (356)] [added: (336)] | | |

| Interest expense | | | [removed: 553] [added: (636)] | | | | | | [removed: 925] [added: (553)] | | | | | | [removed: 1,092] [added: (925)] | | |

| Income before income taxes | | | [removed: 5,517] [added: 5,364] | | | | | | [removed: 3,895] [added: 5,517] | | | | | | [removed: 4,055] [added: 3,895] | | |

| Income tax [removed: provision (benefit)] [added: provision] | | | [removed: 456] [added: 1,580] | | | | | | [removed: 265] [added: 456] | | | | | | [removed: (751)] [added: 265] | | |

| Net income | | | [removed: 5,062] [added: 3,784] | | | | | | [removed: 3,630] [added: 5,062] | | | | | | [removed: 4,806] [added: 3,630] | | |

| Net income attributable to noncontrolling interests | | | [removed: (22)] [added: (26)] | | | | | | [removed: (24)] [added: (22)] | | | | | | [removed: (17)] [added: (24)] | | |

| Net income attributable to Medtronic | | | $ | [removed: 5,039] [added: 3,758] | | | | | $ | [removed: 3,606] [added: 5,039] | | | | | $ | [removed: 4,789] [added: 3,606] | |

| Basic earnings per share | | | $ | [removed: 3.75] [added: 2.83] | | | | | $ | [removed: 2.68] [added: 3.75] | | | | | $ | [removed: 3.57] [added: 2.68] | |

| Diluted earnings per share | | | $ | [removed: 3.73] [added: 2.82] | | | | | $ | [removed: 2.66] [added: 3.73] | | | | | $ | [removed: 3.54] [added: 2.66] | |

| Basic weighted average shares outstanding | | | [removed: 1,342.4] [added: 1,329.8] | | | | | | [removed: 1,344.9] [added: 1,342.4] | | | | | | [removed: 1,340.7] [added: 1,344.9] | | |

| Diluted weighted average shares outstanding | | | [removed: 1,351.4] [added: 1,332.8] | | | | | | [removed: 1,354.0] [added: 1,351.4] | | | | | | [removed: 1,351.1] [added: 1,354.0] | | |

| (in millions) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net income | | | $ | [removed: 5,062] [added: 3,784] | | | | | $ | [removed: 3,630] [added: 5,062] | | | | | $ | [removed: 4,806] [added: 3,630] | |

| Other comprehensive [removed: income (loss),] [added: (loss) income,] net of tax: | | | | | | | | | | | | | | | | | |

| Unrealized (loss) gain on investment securities | | | [removed: (301)] [added: (49)] | | | | | | [removed: 92] [added: (301)] | | | | | | [removed: 45] [added: 92] | | |

| Translation adjustment | | | [removed: (2,086)] [added: (240)] | | | | | | [removed: 1,699] [added: (2,086)] | | | | | | [removed: (829)] [added: 1,699] | | |

| Net investment hedge | | | [removed: 2,299] [added: (596)] | | | | | | [removed: (1,694)] [added: 2,299] | | | | | | [removed: 405] [added: (1,694)] | | |

| Net change in retirement obligations | | | [removed: 574] [added: 32] | | | | | | [removed: 505] [added: 574] | | | | | | [removed: (544)] [added: 505] | | |

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

During fiscal year 2023, management recognized an increase of $764 million associated with the August 18, 2022 U.S. Tax Court (Tax Court) Opinion on the previously disclosed litigation related to the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico for fiscal years 2005 and 2006 (Opinion).

While the Opinion rejected the IRS’s position and the Tax Court determined the methodology advanced by Medtronic was appropriate for purposes of determining the intercompany royalty rate between Puerto Rico and the U.S., the Tax Court determined that the royalty rate should be higher, thereby increasing income allocated to the U.S. and consequently subject to U.S. tax.

This case relates only to fiscal years 2005 and 2006.

The Opinion remains subject to appeal by either or both parties.

The Company has assumed the Tax Court findings will be applied for all years following fiscal year 2006.

Evaluating the reasonableness of the measurement of the reserve included evaluating whether the methodology and assumptions used by the Company were consistent with the Tax Court’s ruling.

Professionals with specialized skill and knowledge were used to assist in evaluating the application of tax laws related to the ruling and the underlying assumptions used in management’s calculations.

| June 22, 2023 | | |

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

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

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,758 | | | | | | — | | | | | | 3,758 | | | | | | 26 | | | | | | 3,784 | | |

| April 28, 2023 | | | | | | 1,331 | | | | | | $ | — | | | | | $ | 24,590 | | | | | $ | 30,392 | | | | | $ | (3,499) | | | | | $ | 51,483 | | | | | $ | 182 | | | | | $ | 51,665 | |

[Table of C](#i561f313a61ba429ebcff199aea814990_7)[ontents](#i561f313a61ba429ebcff199aea814990_7)

Equity method investments for which the Company has elected the fair value option are valued using a discounted cash flow methodology, taking into consideration various assumptions including discount rate and all pertinent financial information available related to the investees, including historical financial statements and projected future cash flows.

Equity investments that do not have readily determinable fair values are measured using the measurement alternative at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

Valuation techniques for investments valued using the fair value option are included in the "Investments" section above.

For fiscal year 2023, there were no newly adopted accounting standards that had a material impact to our consolidated financial statements.

Acquisitions and Dispositions

*Intersect ENT*

Based upon a preliminary acquisition valuation, the Company acquired $615 million of goodwill, $635 million of technology-based intangible assets, $35 million of customer-related intangible assets, and $13 million of tradenames with estimated useful lives of 20 years.

Revenue and net loss attributable to Intersect ENT since the date of acquisition as well as costs incurred in connection with the acquisition included in the consolidated statements of income were not significant for fiscal year 2023.

*Affera, Inc.*

On August 30, 2022, the Company acquired Affera, Inc. (Affera) a privately-held company focused on the development of cardiac mapping and navigation systems and catheter-based cardiac ablation technologies.

The acquisition expands the Cardiovascular segment suite of advanced cardiac ablation products and accessories, including its first cardiac mapping and navigation platform.

Total consideration, net of cash acquired for the transaction, was $904 million.

Based upon a preliminary acquisition valuation, the Company acquired $660 million of goodwill and $300 million of in-process research and development, which was capitalized into intangible assets during the fourth quarter of fiscal year 2023.

The Company recognized $201 million of non-cash contingent consideration liabilities in connection with the acquisition, which are comprised of product development milestone-based payments.

Revenue and net loss attributable to Affera since the date of acquisition as well as costs incurred in connection with the acquisition included in the consolidated statements of income were not significant for fiscal year 2023.

| (in millions) | | | Intersect ENT | | | | | | Affera | | |

| Cash and cash equivalents | | | $ | 39 | | | | | $ | 66 | |

| Inventory | | | 32 | | | | | | — | | |

| Goodwill | | | 615 | | | | | | 660 | | |

| Other intangible assets | | | 683 | | | | | | 300 | | |

| Total assets acquired | | | 1,408 | | | | | | 1,027 | | |

| Deferred tax liabilities | | | 51 | | | | | | 53 | | |

| Total liabilities assumed | | | 131 | | | | | | 56 | | |

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in fiscal year 2020.

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.

This in turn led to a high degree of auditor judgment, 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.

| June 23, 2022 | | |

| April 26, 2019 | | | | | | 1,341 | | | | | | $ | — | | | | | $ | 26,532 | | | | | $ | 26,270 | | | | | $ | (2,711) | | | | | $ | 50,091 | | | | | $ | 121 | | | | | $ | 50,212 | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,789 | | | | | | — | | | | | | 4,789 | | | | | | 17 | | | | | | 4,806 | | |

| Cumulative effect of change in accounting principle(1) | | | | | | — | | | | | | — | | | | | | — | | | | | | (33) | | | | | | — | | | | | | (33) | | | | | | — | | | | | | (33) | | |

| Cumulative effect of change in accounting principle(1) | | | | | | — | | | | | | — | | | | | | — | | | | | | (24) | | | | | | — | | | | | | (24) | | | | | | — | | | | | | (24) | | |

(1) See Note 1 to the consolidated financial statements for discussion regarding the adoption of accounting standards during fiscal year 2021 and fiscal year 2020.

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

COVID-19 has had, and may continue to have, an adverse effect on our business, results of operations, financial condition, and cash flows, and its future impacts remain uncertain and unpredictable.

The Company has considered the disruptions caused by COVID-19 and has assessed the potential impact on certain accounting estimates including, but not limited to, the allowance for doubtful accounts, inventory reserves, return reserves, the valuation of goodwill, intangible assets, other long-lived assets, investments and contingent consideration, as of April 29, 2022 and through the date of this report.

There was not a material impact to accounting estimates associated with the Company’s consolidated financial statements as of and for each of the three fiscal years ended April 29, 2022, April 30, 2021, and April 24, 2020.

illiquidity premium that is incorporated into the discount rate.

*Current Expected Credit Losses*

In June 2016, the Financial Accounting Standards Board (FASB) issued guidance changing the methodology to be used to measure credit losses for certain financial instruments and financial assets, including trade receivables.

The new methodology requires the recognition of an allowance that reflects the current estimate of credit losses expected to be incurred over the life of the financial asset.

The Company adopted this guidance using the modified retrospective method in the first quarter of fiscal year 2021.

*Leases*

In February 2016, the FASB issued guidance which requires lessees to recognize right-of-use assets and lease liabilities on the balance sheet.

This guidance also requires additional qualitative and quantitative lease related disclosures in the notes to the consolidated financial statements.

The Company adopted this guidance using the modified retrospective method in the first quarter of fiscal year 2020.

During the implementation, the Company elected the package of practical expedients available under the transition guidance that allowed an entity not to reassess whether any expired or existing contracts are or contain leases, the classification for any expired or existing leases or any initial direct costs for existing leases.

Further, the Company made accounting policy elections to not apply the recognition requirements to short-term leases and to account for lease and nonlease components as a single lease component.

The adoption of this guidance resulted in the recognition of right-of-use assets and lease liabilities in an amount of approximately $1.0 billion, an immaterial cumulative-effect adjustment to retained earnings as of April 27, 2019, and expansion of lease related disclosures*.* The adoption of this guidance did not have a material impact on the Company's consolidated statements of income or consolidated statements of cash flows.

Additionally, the Company recognized a gain of $132 million related to a change in amounts accrued for certain contingent liabilities from a past acquisition.

Subsequent Acquisitions

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

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.

| Payments | | | (86) | | | | | | (299) | | |

| | | | | | | | | | | | | | | | | | | Discount rate | | | | | | 11.2% - 27.2% | | | | | | 14.6% | | |

| | | | | | | | | | | | | | | | | | | Discount rate | | | | | | 5.5% | | | | | | 5.5% | | |

*Enterprise Excellence*

In the third quarter of fiscal year 2018, the Company announced its Enterprise Excellence restructuring program, which was designed to leverage the Company's global size and scale, as well as enhance the customer and employee experience, with a focus on three objectives: global operations, functional optimization, and commercial optimization.

Since inception, the Company has incurred pre-tax exit and disposal costs and other costs, across all segments, of $1.6 billion in connection with the Enterprise Excellence program.

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.

The remaining charges are costs associated with the restructuring program, such as salaries and benefits for employees supporting the program, including program management and transition teams, and strategic and operational consulting services related to the three objectives of the program.

For fiscal years 2022, 2021 and 2020, the Company recognized net charges of $259 million, $349 million, and $441 million, respectively, of which $116 million, $128 million, and $155 million, respectively, were recognized within *cost of products sold,* and $112 million, $169 million, and $168 million, respectively, were recognized within *selling, general, and administrative expense* in the consolidated statements of income.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of April [removed: 29, 2022.][added: 28, 2023.]

The effectiveness of the Company's internal control over financial reporting as of April [removed: 29, 2022] [added: 28, 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in “Item 8.

During the quarter ended April [removed: 29, 2022,] [added: 28, 2023,] 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 COVID-19 pandemic.

As reported in our Quarterly Reports on Form 10-Q for the [removed: first three] [added: second and third] quarters of fiscal year [removed: 2022,] [added: 2023,] Medtronic has engaged in certain activities that it is required to disclose pursuant to Section 13(r)(1)(D)(ii) of the Securities Exchange Act of 1934, as amended.

In particular, during the [removed: first three] [added: second and third] quarters of fiscal year [removed: 2022,] [added: 2023,] Medtronic engaged in certain regulatory activities involving Russia’s Federal Security Service (“FSB”) related to its medical devices that were expressly authorized by the U.S. Government under applicable economic sanctions regulations.

During the [removed: first three] [added: second and third] quarters of fiscal year [removed: 2022,] [added: 2023,] in the normal course of business and consistent with the OFAC authorizations as in effect at the time, Medtronic Russia filed a total of [removed: nine] [added: four] notifications with the FSB, as required under local Russian law for the import of medical devices that make use of encryption functionality.

Medtronic did not engage in these activities during the [added: first and] fourth [removed: quarter] [added: quarters] of fiscal year [removed: 2022.][added: 2023.]

Part III of this Annual Report on Form 10-K incorporates information by reference from the Company's [removed: 2022] [added: 2023] definitive proxy statement, which will be filed no later than 120 days after April [removed: 29, 2022.][added: 28, 2023.]

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: 2022] [added: 2023] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 29, 2022,] [added: 28, 2023,] are incorporated herein by reference.

The following table shows the name, age, and position as of April [removed: 29, 2022] [added: 28, 2023] of each of our Executive Officers:

| Geoffrey S. Martha | | | | | | [removed: 52] [added: 53] | | | | | | Chairman and Chief Executive Officer | | |

| Ivan K. Fong | | | | | | [removed: 60] [added: 61] | | | | | | Executive Vice President, General Counsel and Corporate Secretary of the Company | | |

| Karen L. Parkhill | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President and Chief Financial Officer | | |

| Robert ten Hoedt | | | | | | [removed: 61] [added: 62] | | | | | | Executive Vice President and President, [removed: EMEA Region, President, APAC Region] [added: Global Regions] | | |

| Robert J. White | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President and President, Medical Surgical Portfolio | | |

| Sean Salmon | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President and President, [removed: Diabetes Operating Unit, President,] Cardiovascular Portfolio | | |

| Brett Wall | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President and President, Neuroscience Portfolio | | |

Martha, age [removed: 52,] [added: 53,] is Chairman of the Board of Directors and Chief Executive Officer of Medtronic.

[removed: Geoff] [added: Mr. Martha] assumed the role of CEO on April 27, 2020 and became Chairman of the Board on December 11, 2020.

Fong, age [removed: 60,] [added: 61,] has been Executive Vice President, General Counsel and Corporate Secretary of the Company since February 2022.

Parkhill, age [removed: 56,] [added: 57,] joined the Company as Executive Vice President and Chief Financial Officer in June 2016.

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

White, age [removed: 59,] [added: 60,] is Executive Vice President and President, Medical Surgical Portfolio.

Sean Salmon, age [removed: 57,] [added: 58,] has been Executive Vice President and [removed: Group President, Diabetes Group of the company since October 2019, and also assumed the role of Executive Vice] President [removed: and President,] [added: of Medtronic's] Cardiovascular Portfolio [removed: in] [added: since] January 2021.

[removed: Mr. Salmon previously served as Senior Vice President and President of Coronary and Structural Heart Business] within the Cardiac and Vascular Group of the Company beginning in July 2014.

Brett Wall, age [removed: 57,] [added: 58,] is Executive Vice President and President of Medtronic’s Neuroscience Portfolio.

| Gregory L. Smith | | | | | | 59 | | | | | | Executive Vice President, Global Operations and Supply Chain | | |

Robert ten Hoedt, age 62, is Executive Vice President and President of the Global Regions.

Mr. Salmon previously served as Executive Vice President and President of the Diabetes Operating Unit (previously known as Diabetes Group) from October 2019 to May 2022.

Prior to that, he served as Senior Vice President and President of Coronary and Structural Heart Business

Gregory Smith, age 59, is Executive Vice President, Global Operations and Supply Chain, a position he has held since April 2021.

Prior to joining Medtronic, he was Executive Vice President of U.S. Supply Chain at Walmart.

In addition, Mr. Smith served as Senior Vice President, Global Operations at The Goodyear Tire & Rubber Company, and held leadership roles at ConAgra Foods, United Signature Foods, VDK Frozen Foods and Quaker Oats.

| Carol A. Surface | | | | | | 56 | | | | | | Executive Vice President and Chief Human Resources Officer | | |

| John Liddicoat, M.D. | | | | | | 58 | | | | | | Executive Vice President and President, Americas Region | | |

Carol A.

Surface, age 56, has been Executive Vice President and Chief Human Resources Officer of the Company since January 2015 and of Medtronic, Inc. since September 2013.

Prior to that, she was the Executive Vice President and Chief Human Resources Officer at Best Buy Co., Inc. from March 2010 to September 2013, and held a series of HR leadership roles at PepsiCo Inc., from May 2000 to March 2010.

John Liddicoat, M.D., age 58, was named Executive Vice President and President, Americas Region in September 2018.

Dr. Liddicoat joined Medtronic in 2006 as Vice President of Atrial Fibrillation Technologies.

In December of 2006, Dr. Liddicoat was named Vice President and General Manager of the Structural Heart Disease Business.

Beginning in August 2014, Dr. Liddicoat served as Senior Vice President and President, Cardiac Rhythm and Heart Failure.

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: 2022] [added: 2023] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 29, 2022,] [added: 28, 2023,] are incorporated herein by reference.

The section entitled “Compensation Committee Report” in Medtronic's Proxy Statement for the Company's [removed: 2022] [added: 2023] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 29, 2022,] [added: 28, 2023,] 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: 2022] [added: 2023] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 29, 2022,] [added: 28, 2023,] 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: 2022] [added: 2023] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 29, 2022,] [added: 28, 2023,] 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: 2022] [added: 2023] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 29, 2022,] [added: 28, 2023,] are incorporated herein by reference.

| (a) | | | 1. Financial Statement [removed: Schedules] [added: Schedule] | | |

| | | | Schedule II. Valuation and Qualifying Accounts — years ended April [added: 28, 2023, April] 29, 2022, [removed: April 30, 2021,] and April [removed: 24, 2020.] [added: 30, 2021.] | | |

| Fiscal year ended April 29, 2022 | | | [removed: $ |] 241 | | | | | [removed: $] | 58 | | | | | [removed: $] | — | | | | | [removed: $] | (69) | | [removed: (a)] | [added: (a)] | | [removed: $] | 230 | | [added: |]

| Fiscal year ended April 29, 2022 | | | [removed: $ |] 629 | | | | | [removed: $] | 156 | | | | | [removed: $] | — | | | | | [removed: $] | (157) | | [removed: (b)] | [added: (b)] | | [removed: $] | 628 | | [added: |]

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

| | | | Exhibit No. | | | | | | Description | | | [added: | | |]

| | | | 3.1 | | | | | | [Certificate of Incorporation of Medtronic plc (incorporated by reference to Exhibit 3.1 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No. 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515020681/d859999dex31.htm) | | | [added: | | |]

| | | | 3.2 | | | | | | [Amended and Restated Memorandum and Articles of Association of Medtronic plc (incorporated by reference to Exhibit 3.2 to Medtronic plc’s Registration Statement on Form S-3, filed on February 6, 2017, File No. 333-215895).](http://www.sec.gov/Archives/edgar/data/64670/000119312517030983/d338710dex32.htm) | | | [added: | | |]

| | | | 4.1 | | | | | | [Form of Indenture between Medtronic, Inc. and Wells Fargo Bank, National Association regarding 2009 offering (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Registration Statement on Form S-3, filed on March 9, 2009, File No. 333-157777).](http://www.sec.gov/Archives/edgar/data/64670/000095013709001623/c49806exv4w1.htm) | | | [added: | | |]

| | | | 4.2 | | | | | | [First Supplemental Indenture, dated March 12, 2009, between Medtronic, Inc. and Wells Fargo Bank, National Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Current Report on Form 8-K, filed on March 12, 2009, File No. 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000095013709001761/c50013exv4w1.htm) | | | [added: | | |]

| | | | 4.3 | | | | | | [Second Supplemental Indenture, dated March 16, 2010, between Medtronic, Inc. and Wells Fargo Bank, National Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Current Report on Form 8-K, filed on March 16, 2010, File No. 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000095012310025103/c56981exv4w1.htm) | | | [added: | | |]

| | | | 4.4 | | | | | | [Third Supplemental Indenture, dated March 15, 2011, between Medtronic, Inc. and Wells Fargo Bank, National Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Current report on Form 8-K, filed on March 16, 2011, File No. 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000095012311025816/c63508exv4w1.htm) | | | [added: | | |]

| | | | 4.5 | | | | | | [Fourth Supplemental Indenture, dated March 19, 2012, between Medtronic, Inc. and Wells Fargo Bank, National Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.2 to Medtronic, Inc.’s Current Report on Form 8-K, filed on March 20, 2012, File No. 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000119312512123407/d318842dex42.htm) | | | [added: | | |]

| | | | 4.6 | | | | | | [Fifth Supplemental Indenture, dated March 26, 2013, between Medtronic, Inc. and Wells Fargo Bank, National Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Current Report on Form 8-K, filed on March 26, 2013, File No. 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000119312513126071/d508677dex41.htm) | | | [added: | | |]

| | | | 4.7 | | | | | | [Sixth Supplemental Indenture, dated February 27, 2014, between Medtronic, Inc. and Wells Fargo Bank, National Association (including the Form of Global Note thereof) (incorporated by reference to Exhibit 4.2 to Medtronic, Inc.’s Current Report on Form 8-K, filed on February 27, 2014, File No. 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000119312514072613/d684319dex42.htm) | | | [added: | | |]

| | | | 4.8 | | | | | | [Seventh Supplemental Indenture, dated as of January 26, 2015, by and among Medtronic plc, Medtronic, Inc., Medtronic Global Holdings S.C.A. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 to Medtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, File No. 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex42.htm) | | | [added: | | |]

| | | | 4.9 | | | | | | [Indenture, dated December 10, 2014, between Medtronic, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Current Report on Form 8-K filed with the Commission on December 10, 2014, File No. 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000119312514439048/d835649dex41.htm) | | | [added: | | |]

| | | | 4.10 | | | | | | [First Supplemental Indenture, dated December 10, 2014, between Medtronic, Inc. and Wells Fargo Bank, National Association (including Form of Floating Rate Senior Notes due 2020, Form of 1.500% Senior Notes due 2018, Form of 2.500% Senior Notes due 2020, Form of 3.150% Senior Notes due 2022, Form of 3.500% Senior Notes due 2025, Form of 4.375% Senior Notes due 2035 and Form of 4.625% Senior Notes due 2045) (incorporated by reference to Exhibit 4.2 of Medtronic, Inc.’s Current Report on Form 8-K filed with the Commission on December 10, 2014, File No. 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000119312514439048/d835649dex42.htm) | | | [added: | | |]

| | | | 4.11 | | | | | | [Second Supplemental Indenture, dated as of January 26, 2015, by and among Medtronic plc and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.3 to Medtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, File No. 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex43.htm) | | | [added: | | |]

| | | | 4.12 | | | | | | [Third Supplemental Indenture, dated as of January 26, 2015, by and among Medtronic Global Holdings S.C.A. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.4 to Medtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, File No. 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex44.htm) | | | [added: | | |]

| | | | 4.13 | | | | | | [Indenture, dated as of October 22, 2007, by and among Covidien International Finance S.A., Covidien Ltd. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1(a) to Covidien plc’s Current Report on Form 8-K filed on October 22, 2007, File No. 001-33259).](http://www.sec.gov/Archives/edgar/data/1385187/000119312507222875/dex41a.htm) | | | [added: | | |]

| | | | 4.14 | | | | | | [Fourth Supplemental Indenture, dated as of October 22, 2007, by and among Covidien International Finance S.A., Covidien Ltd. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1(e) to Covidien plc’s Current Report on Form 8-K filed on October 22, 2007, File No. 001-33259).](http://www.sec.gov/Archives/edgar/data/1385187/000119312507222875/dex41e.htm) | | | [added: | | |]

| | | | 4.15 | | | | | | [Fifth Supplemental Indenture, dated as of June 4, 2009, by and among Covidien International Finance S.A., Covidien Ltd., Covidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Covidien plc’s Current Report on Form 8-K12G3 filed on June 5, 2009, File No. 001-33259).](http://www.sec.gov/Archives/edgar/data/1385187/000119312509125706/dex41.htm) | | | [added: | | |]

| | | | 4.16 | | | | | | [Sixth Supplemental Indenture, dated as of June 28, 2010, among Covidien International Finance S.A., Covidien Ltd., Covidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Covidien plc’s Current Report on Form 8-K filed on June 28, 2010, File No. 001-33259).](http://www.sec.gov/Archives/edgar/data/1385187/000119312510148405/dex41.htm) | | | [added: | | |]

| | | | 4.17 | | | | | | [Seventh Supplemental Indenture, dated as of May 30, 2012, among Covidien International Finance S.A., Covidien Ltd., Covidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Covidien plc’s Current Report on Form 8-K filed on May 30, 2012, File No. 001-33259).](http://www.sec.gov/Archives/edgar/data/1385187/000119312512253576/d359452dex41.htm) | | | [added: | | |]

| | | | 4.18 | | | | | | [Eighth Supplemental Indenture, dated as of May 16, 2013, among Covidien International Finance S.A., Covidien Ltd., Covidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Covidien plc’s Current Report on Form 8-K filed on May 16, 2013, File No. 001-33259).](http://www.sec.gov/Archives/edgar/data/1385187/000119312513224369/d540273dex41.htm) | | | [added: | | |]

| | | | 4.19 | | | | | | [Ninth Supplemental Indenture, dated as of January 26, 2015, by and among Medtronic plc, Medtronic Global Holdings S.C.A., Covidien public limited company, Covidien International Finance S.A., Covidien Ltd. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.5 to Medtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, File No. 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex45.htm) | | | [added: | | |]

| | | | 4.20 | | | | | | [Senior Indenture, dated as of March 28, 2017, by and among Medtronic plc, Medtronic Global Holdings S.C.A., Medtronic, Inc., and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 4.1 to Medtronic plc’s Current Report on Form 8-K, filed on March 28, 2017, File No. 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312517099886/d290589dex41.htm) | | | [added: | | |]

| | | | 4.21 | | | | | | [First Supplemental Indenture, dated as of March 28, 2017, by and among Medtronic plc, Medtronic Global Holdings S.C.A., Medtronic, Inc., and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 4.2 to Medtronic plc’s Current Report on Form 8-K, filed on March 28, 2017, File No. 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312517099886/d290589dex42.htm) | | | [added: | | |]

| | | | 4.22 | | | | | | [Second Supplemental Indenture, dated as of March 7, 2019, by and among Medtronic plc, Medtronic Global Holdings S.C.A., Medtronic, Inc., Wells Fargo Bank, N.A., and Elavon Financial Services DAC, UK Branch (incorporated by reference to Exhibit 4.1 to Medtronic plc’s Current Report on Form 8-K, filed on March 7, 2019, File No. 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312519066295/d710754dex41.htm) | | | [added: | | |]

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

| | | | 4.24 | | | | | | [Fourth Supplemental Indenture, dated as of September 29, 2020, among Medtronic Global Holdings S.C.A., Medtronic, Inc. and Medtronic plc, Wells Fargo Bank, N.A., as trustee, and Elavon Financial Services DAC, as paying agent (including the forms of the 2023 Notes, the 2025 Notes, the 2028 Notes, the 2032 Notes, the 2040 Notes and the 2050 Notes) (incorporated by reference to Exhibit 4.1 to Medtronic plc' Current Report on Form 8-K, filed September 29, 2020, File No. 001-36820)](https://www.sec.gov/Archives/edgar/data/0001613103/000119312520257811/d19681dex41.htm). | | | [added: | | |]

| | | | #4.25 | | | | | | [Description of Registrant's [removed: Securities](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000023/mdt-202210kxex425.htm).] [added: Securities](https://www.sec.gov/Archives/edgar/data/1613103/000161310323000040/mdt-202310kxex425.htm).] | | | [added: | | |]

| | | | 10.1 | | | | | | [Amended and Restated Credit Agreement, dated as of December 12, 2018, by and among Medtronic Global Holdings, SCA, certain subsidiaries named therein, Medtronic, Inc., Medtronic PLC, the lenders from time to time party thereto, and Bank of America, N.A. as Administration Agent (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K, filed on December 13, 2018, File No. 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312518348880/d672316dex101.htm) | | | [added: | | |]

| | | | 10.2 | | | | | | [Amendment No. 1 and Extension Agreement to the Amended and Restated Credit Agreement, dated as of December 12, 2019, among Medtronic Global Holdings S.C.A., Medtronic, Inc., Medtronic PLC, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 10-Q, filed on February 28, 2020, File No. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000007/exhibit101amendedandre.htm) | | | [added: | | |]

| | | | 10.3 | | | | | | [Term Loan Agreement, dated as of May 12, 2020, among Medtronic Global Holdings S.C.A., Medtronic, Inc., Medtronic PLC, the Lenders party thereto and Mizuho Bank, LTD., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K, filed on May 12, 2020, File No. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000016/exhibit1001termloanagr.htm) | | | [added: | | |]

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

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

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

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

| Fiscal year ended April 28, 2023 | | | $ | 230 | | | | | $ | 73 | | | | | $ | — | | | | | $ | (127) | | (a) | | | $ | 176 | |

| Fiscal year ended April 28, 2023 | | | $ | 628 | | | | | $ | 271 | | | | | $ | — | | | | | $ | (231) | | (b) | | | $ | 669 | |

| Fiscal year ended April 28, 2023 | | | $ | 6,583 | | | | | $ | 4,779 | | | | | $ | 39 | | (c) | | | $ | (63) | | (d) | | | $ | 11,311 | |

| | | | | | | | | | | | | | | | 1 | | | (e) | | | (27) | | | (f) | | | | | |

| (c) Reflects the impact from acquisitions. | | | | | |

| (f) Primarily reflects the impacts from tax rate changes. | | | | | |

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

| Fiscal year ended April 24, 2020 | | | 190 | | | | | | 99 | | | | | | — | | | | | | (81) | | | (a) | | | 208 | | |

| Fiscal year ended April 24, 2020 | | | 521 | | | | | | 282 | | | | | | — | | | | | | (259) | | | (b) | | | 544 | | |

| Fiscal year ended April 24, 2020 | | | 6,300 | | | | | | 119 | | | | | | (6) | | | (c) | | | (744) | | | (d) | | | 5,482 | | |

| | | | | | | | | | | | | | | | | | | | | | (187) | | | (e) | | | | | |

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

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

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

| Dated: June [removed: 23, 2022] [added: 22, 2023] | | | By: | | | /s/ Geoffrey S. Martha | | |

| Dated: June [removed: 23, 2022] [added: 22, 2023] | | | By: | | | /s/ Karen L. Parkhill | | |

| Dated: June [removed: 23, 2022] [added: 22, 2023] | | | By: | | | /s/ Jennifer M. Kirk | | |

| | | | | | | [removed: Global] [added: Senior Vice President, Global] Controller and Chief Accounting Officer | | |

| | | | | | | Randall J. [removed: Hogan,*] [added: Hogan*] | | |

| Dated: June [removed: 23, 2022] [added: 22, 2023] | | | By: | | | /s/ Ivan K. Fong | | |

| Dated: June 22, 2023 | | | By: | | | /s/ Geoffrey S. Martha | | |

| | | | | | | Lidia Fonseca* | | |