Medtronic (MDT) 10-K risk factor changes: FY2024 vs FY2023

In addition, we face competition from providers of alternative medical therapies, such as pharmaceutical [removed: companies.][added: companies, including those producing GLP-1s.]

[removed: Further, our] [added: Our] continued growth and success depend on our ability to develop, acquire and market new and differentiated products, technologies and intellectual property, and as a result we also face competition for marketing, distribution, and collaborative development agreements, establishing relationships with academic and research institutions and licenses to intellectual property.

[removed: 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 has had, and] [added: Public health crises] may continue to [removed: have,] [added: 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, and our ability to generate cash flow.

The manufacture of our products requires the timely delivery of a sufficient amount of quality components and materials and is highly exacting and complex, due in part to [added: complex trade and] strict regulatory requirements.

We manufacture the majority of our products and procure [removed: important] [added: critical] third-party services, such as sterilization services, at numerous facilities worldwide.

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

Although we work closely with our suppliers to try to ensure continuity of supply while maintaining high quality and reliability, the supply of these components, raw materials and services [removed: may] [added: may, at times,] be interrupted or insufficient.

In addition, due to the stringent regulations and requirements of [added: trade and] regulatory agencies, including the U.S. FDA, regarding the manufacture of our products, we may not be able to quickly establish additional or replacement sources.

Additionally, many regulatory agencies are imposing [added: new and evolving] regulatory requirements on safe use of [removed: chemicals] [added: chemicals, including ethylene oxides (EtOs)] and [added: polyfluoroalkyl substances (PFAS), and] their potential impact on health and the environment which also may impact supply constraints.

Other disruptions in the manufacturing process or product [removed: sales] [added: sales, trade] and fulfillment systems for any reason, including infrastructure, information and equipment malfunction, failure to follow specific protocols and procedures, supplier or Company facility shut-downs, defective raw materials, 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 epidemics, pandemics, or other public health crises, and actions by businesses, communities and governments in response, could lead to launch delays, product shortages, unanticipated costs, lost revenues and damage to our reputation.

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

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

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

[removed: Because of] [added: Due to] the time required to approve and license a manufacturing or sterilization facility, a third-party may not be available on a timely basis to replace production capacity in the event manufacturing or sterilization capacity is [added: reduced or] lost.

Investments and investment collaborations in and with medical technology companies are inherently risky, and we cannot guarantee that any of our previous or future investments or investment collaborations will be successful or will not materially adversely affect our business, results of operations, financial [removed: condition] [added: condition,] and cash flows.

[removed: Physicians] [added: Healthcare professionals] assist us as researchers, marketing and product consultants, [removed: inventors] [added: inventors, trainers,] and public speakers.

At any time, the [added: fair] value of our debt outstanding will fluctuate based on several factors including foreign currency exchange rate and interest rate [removed: movements.][added: movements, credit conditions and our credit rating.]

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

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

Our integration of the operations of acquired [removed: businesses] [added: businesses, or a divestiture of part of our existing businesses,] requires significant efforts, including the coordination of information technologies, research and development, sales and marketing, operations, manufacturing, and finance.

[removed: These efforts result in additional expenses and involve] significant amounts of management’s time that cannot then be dedicated to other projects.

- liabilities, claims, litigation, investigations, or other adverse developments relating to acquired businesses or the business practices of acquired companies, including investigations by governmental entities, potential [removed: FCPA] [added: Foreign Corrupt Practices Act (FCPA)] or product liability [removed: claims] [added: claims, intellectual property disputes, earnout] or other [added: contingent payment disputes, or other] unanticipated liabilities,

In addition, the potential exists that expected strategic benefits from any planned or completed [removed: divestiture] [added: divestiture, or third-party funding arrangement,] by the Company may not be realized or may take longer to realize than expected, [removed: including but] [added: and there can be no assurance that disputes will] not [removed: limited to:][added: arise under the Company's third-party funding arrangements, or transition service agreements that have or may be executed as part of a divestiture.]

We cannot guarantee that we will be able to obtain or maintain marketing clearance for our new products or enhancements or modifications to existing products, and the failure to maintain approvals or obtain approval or clearance could have a material adverse effect on our business, results of operations, financial [removed: condition] [added: condition,] and cash flows.

The results of these inspections can [removed: include] [added: include, and have in the past included,] inspectional observations on the U.S. FDA’s Form 483, warning letters, or other forms of [removed: enforcement.][added: enforcement, such as a consent decree.]

The U.S. FDA and other non-U.S. government agencies may also assess civil or criminal penalties against us, our officers or employees and impose operating [removed: restrictions on a company-wide basis.]

Furthermore, we occasionally receive subpoenas or other requests for information from various governmental 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, [added: outcome or impact of any such investigations.]

Our failure to comply with laws and regulations relating to reimbursement of healthcare goods and services may subject us to penalties and adversely impact our reputation, business, results of operations, financial [removed: condition] [added: condition,] and cash flows.

Our devices, products and therapies are purchased principally by hospitals or physicians that typically bill various third-party [removed: payers,] [added: payors,] such as governmental healthcare programs (e.g., Medicare, Medicaid and comparable non-U.S. programs), private insurance plans and managed care plans, for the healthcare services provided to their patients.

The ability of our customers to obtain appropriate reimbursement for products and services from third-party [removed: payers] [added: payors] is critical because it affects which products customers purchase and the prices they are willing to pay.

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 [removed: are] [added: care] goods and services, including laws and regulations related to fair competition, kickbacks, false claims, self-referrals and healthcare fraud.

Many states have similar laws that apply to reimbursement by state Medicaid and other funded programs as well as in some cases to all [removed: payers.][added: payors.]

[removed: In addition, as a manufacturer of U.S. FDA-approved devices reimbursable by federal healthcare programs, we are] subject to the Physician Payments Sunshine Act, which requires us to annually report certain payments and other transfers of value we make to [removed: U.S.-licensed physicians or] U.S. [added: licensed physicians, certain allied health professionals, and U.S.] teaching hospitals.

We are substantially dependent on patent and other proprietary rights and rely on a combination of patents, trademarks, tradenames, copyrights, trade secrets, and agreements (such as [removed: employee, non-disclosure] [added: employee] and [removed: non-competition agreements)] [added: non-disclosure)] to protect our business and proprietary intellectual property.

We also operate in an industry characterized by extensive [removed: patent] [added: intellectual property] litigation.

[removed: Patent] [added: Intellectual property] litigation can result in significant damage awards and injunctions that could prevent our manufacture and sale of affected products or require us to pay significant royalties in order to continue to manufacture or sell affected products.

At any given time, we are generally involved as both a plaintiff and a defendant in a number of [removed: patent infringement] [added: intellectual property] actions, the outcomes of which may not be known for prolonged periods of time.

While it is not possible to predict the outcome of [removed: patent] [added: intellectual property] 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 business, results of operations, financial condition, and cash flows.

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

We cannot be certain that these agreements will not be breached, that [added: such provisions will be enforceable, that] we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information, or that third parties will not otherwise gain access to our trade secrets or proprietary knowledge.

- supplier and supply availability and performance,

Our success depends on our ability to differentiate our product and keep pace with emerging technologies.

For example, data science, machine learning and AI are all impacting our products and operations and the competitive landscape in which we operate, and the application of these technologies is rapidly evolving at the same time as new laws and regulations of AI are being developed in jurisdictions around the world.

Compliance with developing regulations may require significant expenditures or may limit our ability to effectively use these technologies.

There can be no assurance that the application of AI in our products and operations will be successful, or that we will not experience data security and privacy incidents in connection with our use of these technologies.

If an event occurs that causes damage to

Changes in business and economic conditions will impact interest rates and can cause periods of tightened credit availability and volatility in borrowing terms.

In addition, there can be no assurance that we will be able to maintain our credit rating.

These efforts result in additional expenses and involve

restrictions on a company-wide basis.

In addition, as a manufacturer of U.S. FDA-approved devices reimbursable by federal healthcare programs, we are

Moreover, in the U.S. the Federal Trade Commission and various states have adopted laws and regulations that purport to ban or severely restrict the use of non-competition agreements, which may limit our ability to use and enforce non-competition agreements with employees.

In addition, our global profile and international operations expose us to geopolitical events or issues which may increase cybersecurity risks on a global basis.

We also face business and regulatory risks relating to our use of AI systems in our business operations and products.

These systems are susceptible to flaws, biases, malfunctions or manipulations, which may disrupt our operations, result in erroneous decision-making, elevate our cyber risk profile, or expose us to penalties from non-compliance with emerging regulations.

Our international operations create a risk of unauthorized

However, such regulations may impact our ability to continue operations in certain countries and require additional licenses which we may not be able to obtain or maintain.

We face current and long-term operational risks and have in the past experienced business interruptions from severe weather events and other natural conditions, such as hurricanes, tornadoes, droughts, extreme temperatures, wildfires or flooding.

If we do not succeed in meeting or are perceived as not meeting, stated goals and objectives, in any number of ESG matters, such as environmental stewardship, ID&E initiatives, supply chain practices, good corporate governance,

The Organization for Economic Co-operation and Development (OECD) published Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15% in each jurisdiction in which the group operates.

The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax.

A number of countries, including Ireland, have enacted legislation to implement the core elements of Pillar Two, which will be effective for Medtronic in fiscal year 2025.

We continue to evaluate the impacts of the enacted Pillar Two legislation.

The Tax Court issued its opinion in August 2022, the IRS filed a Notice of Appeal to the U.S. Court of Appeals for the Eighth Circuit in September 2023, and Medtronic subsequently filed a cross-appeal in October 2023.

- restrictions on local currency conversion or cash extraction,

tariff exclusions and other mitigations), the risk remains of additional tariffs and other kinds of restrictions.

In addition, the impact of currency devaluations in countries experiencing significant currency exchange fluctuations could negatively impact the Company's operating results.

Market disruptions resulting in diminished liquidity, or healthcare professional and staff strikes or other work stoppages, could adversely affect our revenues, results of operation, or financial condition.

Disruptions in international markets and supporting financial services and uncertainty about economic conditions (for instance, resulting from credit scarcity, geopolitical risks and sovereign debt deterioration), have in the past caused periods of tightened credit availability and increased volatility in liquidity and borrowing terms.

In addition, healthcare professional and staff strikes or other work stoppages have in the past and may in the future cause reduced demand for our products.

As a result, our business, results of operations, financial condition, and cash flows could be adversely affected.

In addition, the movement of procedures to ASCs could also create downward pricing pressure.

For example, managed care organizations have successfully negotiated volume discounts for pharmaceuticals, and GPOs and IDNs have also

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

In particular, the 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, and disruptions in, business and personal activities in certain countries and regions, including China, which comprises approximately seven percent of our total revenues.

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

We expect medical procedure rates to continue to vary by therapy and country, and could be impacted by regional COVID-19 case volumes, healthcare system staffing 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.

Some of our products are more sensitive to reductions in deferrable and emergent medical procedures, and 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, our business, results of operations, financial condition, and cash flows could continue to be negatively affected.

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

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.

- 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.

outcome or impact of any such investigations.

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

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 increase the risk of regulatory enforcement actions, product defects or related claims, as well as adversely impact our customer relationships and reputation.

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.

economic sanctions or export restrictions.

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

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.

We are subject to income taxes, as well as non-income based taxes, in the U.S., Ireland, and various other jurisdictions in which we operate.

The Organization for Economic Cooperation and Development (OECD) secured agreement from 142 countries to push forward with proposals to fundamentally rewrite International Tax rules which will likely impact the amount of tax multinationals such as Medtronic pay in the future.

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 aggressive nature of the timeline set by the OECD may mean that all implications for business may not have been fully worked through or fully understood before rules are finalized.

We continue to monitor the implications potentially resulting from this guidance.

This action together with other legislative changes in many countries on the mandatory sharing of company information (financial and operational) with taxing authorities on a local and global basis under various information sharing initiatives, could lead to disagreements between jurisdictions associated with the proper allocation of profits between such jurisdictions.

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

Irish Revenue typically updates the amount of this tax-free threshold on an annual basis.

- the expiration and non-renewal of foreign tax rulings and/or grants,

The U.S. and China, which

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

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

Our business could be adversely impacted if we are unable to successfully manage these and other risks of global operations.

Instability in the financial sector could adversely affect our revenues, results of operation, or financial condition.

Recent disruptions in the financial services industry caused periods of tightened credit availability and volatility in borrowing terms.

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

The discussion focuses on our financial results for the fiscal year ended April [removed: 28, 2023] [added: 26, 2024] (fiscal year [removed: 2023)] [added: 2024)] and the fiscal year ended April [removed: 29, 2022] [added: 28, 2023] (fiscal year [removed: 2022).][added: 2023).]

A discussion on our results of operations for fiscal year [removed: 2022] [added: 2023] as compared to the year ended April [removed: 30, 2021] [added: 29, 2022] (fiscal year [removed: 2021)] [added: 2022)] 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: 29, 2022,] [added: 28, 2023,] filed with the SEC on June [removed: 23, 2022,] [added: 22, 2023,] 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: 28, 2023] [added: 26, 2024] and April [removed: 29, 2022] [added: 28, 2023] and for fiscal years [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] which are presented within "Item 8.

As presented in the GAAP to Non-GAAP Reconciliations section [removed: below,] [added: on the following pages,] our non-GAAP financial measures exclude the impact of 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: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

][added: FY24 v4.jpg](https://www.sec.gov/Archives/edgar/data/1613103/000161310324000072/mdt-20240426_g8.jpg)]

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: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

| Certain litigation [removed: charges, net (4)] [added: charges (7)] | | | (30) | | | | | | (8) | | | | | | (23) | | | | | | (0.02) | | | | | | 26.7 | | |

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

| Medical device regulations [removed: (6)] [added: (4)] | | | 150 | | | | | | 30 | | | | | | 120 | | | | | | 0.09 | | | | | | 20.0 | | |

| Debt redemption premium and other charges [removed: (7)] [added: (8)] | | | 53 | | | | | | 11 | | | | | | 42 | | | | | | 0.03 | | | | | | 20.8 | | |

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

| | | | Fiscal year ended April [removed: 29, 2022] [added: 26, 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Certain litigation [removed: charges | | | 95 | | | | | | 17 | | | | | | 78 | | |] [added: charges, net] | | | [removed: 0.06] [added: 149] | | | | | | [removed: 17.9] [added: (30)] | | |

| (Gain)/loss on minority investments [removed: (5)] [added: (3)] | | | [removed: (12)] [added: 308] | | | | | | [removed: —] [added: 2] | | | | | | [removed: (9)] [added: 305] | | | | | | [removed: (0.01)] [added: 0.23] | | | | | | [removed: —] [added: 0.6] | | |

| Certain tax adjustments, net [removed: (10)] [added: (5)] | | | — | | | | | | [removed: 50] [added: (299)] | | | | | | [removed: (50)] [added: 299] | | | | | | [removed: (0.04)] [added: 0.22] | | | | | | — | | |

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

[removed: (3)The] [added: (6)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 [removed: 1,] 2023 sale of half of the Company's Renal Care Solutions (RCS) business; [removed: charges] [added: business combination costs, and associated costs] related to the [removed: impending] [added: previously contemplated] separation of the [removed: 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.][added: PMRI businesses.]

[removed: (4)Certain] [added: (7)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 [removed: on] [added: in] April [removed: 12,] 2023.

[removed: (5)We] [added: (3)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: (6)The] [added: (4)The] charges represent [removed: estimated] incremental costs of complying with the new European Union medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses.

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

[removed: (7)The] [added: (8)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.

[removed: (8)The] [added: (9)The] charge primarily relates to a $764 million reserve adjustment that was a direct result of the U.S. Tax Court opinion, issued [removed: on] [added: in] August [removed: 18,] 2022, on the previously disclosed litigation regarding the allocation of income between Medtronic, Inc. and its wholly owned subsidiary operating in Puerto Rico.

[removed: (10)The] [added: (5)The] net [removed: benefit] [added: charge] primarily relates to [removed: the deferred] [added: an income] tax [removed: impact] [added: reserve adjustment] associated with [removed: a step up in tax basis for Swiss Cantonal purposes] [added: the June 2023, Israeli Central-Lod District Court decision] and [added: the establishment of] a [removed: change in tax rates on deferred taxes associated with intellectual property,] [added: valuation allowance against certain net operating losses] which [removed: are] [added: were] partially offset by [added: a benefit from] the [removed: amortization on] [added: change in a Swiss Cantonal tax rate associated with] previously established deferred tax assets from intercompany intellectual property transactions and [removed: a charge related to a change in] the [removed: Company's permanent reinvestment assertion on certain historical earnings.][added: step up in tax basis for Swiss Cantonal purposes.]

| (in millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net cash provided by operating activities | | | $ | [removed: 6,039] [added: 6,787] | | | | | $ | [removed: 7,346] [added: 6,039] | |

| Additions to property, plant, and equipment | | | [removed: (1,459)] [added: (1,587)] | | | | | | [removed: (1,368)] [added: (1,459)] | | |

| Free cash flow | | | $ | [removed: 4,580] [added: 5,200] | | | | | $ | [removed: 5,978] [added: 4,580] | |

The charts below illustrate the percent of net sales by segment for fiscal years [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

[removed: ][added: ]

The table below includes net sales by segment and division for fiscal years [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

| (in millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| Cardiac Rhythm & Heart Failure | | | $ | [removed: 5,835] [added: 5,995] | | | | | $ | [removed: 5,908] [added: 5,783] | | | | | [removed: (1)] [added: 4] | | % |

| Structural Heart & Aortic | | | [removed: 3,363] [added: 3,358] | | | | | | [removed: 3,055] [added: 3,363] | | | | | | [removed: 10] [added: —] | | |

| Coronary & Peripheral Vascular | | | [removed: 2,375] [added: 2,478] | | | | | | [removed: 2,460] [added: 2,375] | | | | | | [removed: (3)] [added: 4] | | |

| Cranial & Spinal Technologies | | | [removed: 4,451] [added: 4,756] | | | | | | [removed: 4,456] [added: 4,451] | | | | | | [removed: —] [added: 7] | | |

| Specialty Therapies | | | [removed: 2,815] [added: 2,905] | | | | | | [removed: 2,592] [added: 2,815] | | | | | | [removed: 9] [added: 3] | | |

| Neuromodulation | | | [removed: 1,693] [added: 1,746] | | | | | | [removed: 1,735] [added: 1,693] | | | | | | [removed: (2)] [added: 3] | | |

| GAAP | | | $ | 4,837 | | | | | $ | 1,133 | | | | | $ | 3,676 | | | | | $ | 2.76 | | | | | 23.4 | | % |

| Amortization of intangible assets | | | 1,693 | | | | | | 258 | | | | | | 1,435 | | | | | | 1.08 | | | | | | 15.2 | | |

| Restructuring and associated costs (1) | | | 389 | | | | | | 66 | | | | | | 323 | | | | | | 0.24 | | | | | | 17.0 | | |

| Acquisition and divestiture-related items (2) | | | 777 | | | | | | 113 | | | | | | 664 | | | | | | 0.50 | | | | | | 14.5 | | |

| Medical device regulations (4) | | | 119 | | | | | | 22 | | | | | | 97 | | | | | | 0.07 | | | | | | 18.5 | | |

| Non-GAAP | | | $ | 8,273 | | | | | $ | 1,327 | | | | | $ | 6,918 | | | | | $ | 5.20 | | | | | 16.0 | | % |

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

| Acquisition and divestiture-related items (6) | | | 345 | | | | | | 29 | | | | | | 316 | | | | | | 0.24 | | | | | | 8.4 | | |

(2)The charges predominantly include $439 million of charges related to the February 20, 2024 decision to exit the Company's ventilator product line, which primarily includes long-lived intangible asset impairments and inventory write-downs.

In addition, other charges primarily consist of changes in fair value of contingent consideration and associated costs related to the previously contemplated separation of the PMRI businesses.

Prior period revenue has been recast to reflect the new reporting structure.

The activity of the Company's Renal Care Solutions business and the ventilator product line were moved out of Medical Surgical and into the Other line, and the retained PMRI businesses were combined into one business unit called Acute Care & Monitoring in Medical Surgical.

Refer to Note 19 to the consolidated financial statements for additional information regarding the Company's new reporting structure.

| Cardiovascular | | | 11,831 | | | | | | 11,522 | | | | | | 3 | | |

| Surgical & Endoscopy | | | 6,508 | | | | | | 6,152 | | | | | | 6 | | |

| Acute Care & Monitoring | | | 1,908 | | | | | | 1,837 | | | | | | 4 | | |

| Medical Surgical | | | 8,417 | | | | | | 7,989 | | | | | | 5 | | |

| Reportable segment net sales | | | 32,142 | | | | | | 30,731 | | | | | | 5 | | |

| Other operating segment(1) | | | 221 | | | | | | 495 | | | | | | (55) | | |

| Total net sales | | | $ | 32,364 | | | | | $ | 31,227 | | | | | 4 | | % |

(1) Includes historical operations and ongoing transition agreements from businesses the Company has exited or divested, which primarily includes the Company's ventilator product line and the Renal Care Solutions business.

| Cardiovascular | | | $ | 5,597 | | | | | $ | 5,796 | | | | | (3) | | % | | | | $ | 3,857 | | | | | $ | 3,564 | | | | | 8 | | % | | | | $ | 2,377 | | | | | $ | 2,161 | | | | | 10 | | % |

| Medical Surgical | | | 3,717 | | | | | | 3,549 | | | | | | 5 | | | | | | 3,049 | | | | | | 2,917 | | | | | | 5 | | | | | | 1,650 | | | | | | 1,522 | | | | | | 8 | | |

| Reportable segment net sales | | | 16,471 | | | | | | 16,212 | | | | | | 2 | | | | | | 9,929 | | | | | | 9,245 | | | | | | 7 | | | | | | 5,742 | | | | | | 5,273 | | | | | | 9 | | |

| Other operating segment(4) | | | 91 | | | | | | 160 | | | | | | (43) | | | | | | 50 | | | | | | 163 | | | | | | (69) | | | | | | 81 | | | | | | 172 | | | | | | (53) | | |

| Total net sales | | | $ | 16,562 | | | | | $ | 16,373 | | | | | 1 | | % | | | | $ | 9,979 | | | | | $ | 9,408 | | | | | 6 | | % | | | | $ | 5,823 | | | | | $ | 5,446 | | | | | 7 | | % |

(4)Includes historical operations and ongoing transition agreements from businesses the Company has exited or divested, which primarily includes the Company's ventilator product line and the Renal Care Solutions business.

The increase in net sales for fiscal year 2024 was driven by growth in most businesses, including Surgical, Cranial & Spinal Technologies, Diabetes, and Cardiac Pacing, as well as strength in international markets.

The financial impact of the conflict in fiscal year 2024, including on accounts receivable and inventory reserves, was not material.

- Although the long-term implications of Israel's conflict are difficult to predict at this time, the financial and operational impact of the conflict in fiscal year 2024, including on accounts receivable and inventory reserves, was not material.

As of April 26, 2024, the Company had 6 facilities and approximately 1,500 employees in Israel.

For fiscal year 2024, the business of the Company in Israel represented less than 1% of the Company's consolidated revenues and assets.

The net sales increase was driven by continued adoption of Micra AV2 and Micra VR2 and growth from the launch of the PulseSelect pulsed field ablation (PFA) system and the Aurora extravascular implantable cardioverter defibrillator (EV-ICD) system.

Net sales were impacted by the $265 million of revenue from a one-time payment received in the fourth quarter of fiscal year 2023 as a result of the intellectual property agreement entered into with Edwards Lifesciences, offset by growth in TAVR, including strong growth in Western Europe and Japan from adoption of Evolut FX TAVR system, and in Cardiac Surgery driven by growth of Perfusion, particularly in the U.S.

The net sales increase was driven by growth from guide catheters, balloons, as well as growth in Vascular Embolization products.

- Global adoption of Aurora Extravascular ICD.

- Continued acceptance, adoption, and growth of our innovative portfolio of products in the electrophysiology (EP) segment, including the Arctic Front cryoablation system, PulseSelect PFA, and Affera mapping and ablation system.

The PulseSelect PFA system received CE Mark in November 2023 was approved by the U.S. FDA in December 2023 and was the first PFA technology to receive U.S. FDA approval.

The Evolut FX+ TAVR system maintains the valve performance benefits of the legacy Evolut TAVR platform and is designed to facilitate coronary access.

The system was approved by the U.S. FDA in March 2024.

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

| Acquisition-related items (2) | | | 110 | | | | | | 21 | | | | | | 89 | | | | | | 0.07 | | | | | | 19.1 | | |

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

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

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

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

| Acquisition-related items (2) | | | (43) | | | | | | 5 | | | | | | (48) | | | | | | (0.04) | | | | | | (11.6) | | |

| Medical device regulations (6) | | | 102 | | | | | | 16 | | | | | | 86 | | | | | | 0.06 | | | | | | 15.7 | | |

| MCS impairment / costs (9) | | | 881 | | | | | | 220 | | | | | | 661 | | | | | | 0.49 | | | | | | 25.0 | | |

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

(2)The charges primarily include business combination costs and changes in fair value of contingent consideration.

(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).

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

Medtronic is committed to serving the needs of patients currently implanted with the HVAD System.

| Cardiovascular | | | 11,573 | | | | | | 11,423 | | | | | | 1 | | |

| Surgical Innovations | | | 5,663 | | | | | | 6,060 | | | | | | (7) | | |

| Respiratory, Gastrointestinal, & Renal | | | 2,770 | | | | | | 3,081 | | | | | | (10) | | |

| Medical Surgical | | | 8,433 | | | | | | 9,141 | | | | | | (8) | | |

| Total | | | $ | 31,227 | | | | | $ | 31,686 | | | | | (1) | | % |

| Cardiovascular | | | $ | 5,848 | | | | | $ | 5,545 | | | | | 5 | | % | | | | $ | 3,564 | | | | | $ | 3,866 | | | | | (8) | | % | | | | $ | 2,161 | | | | | $ | 2,012 | | | | | 7 | | % |

| Medical Surgical | | | 3,658 | | | | | | 3,862 | | | | | | (5) | | | | | | 3,080 | | | | | | 3,373 | | | | | | (9) | | | | | | 1,694 | | | | | | 1,905 | | | | | | (11) | | |

| Total | | | $ | 16,373 | | | | | $ | 16,135 | | | | | 1 | | % | | | | $ | 9,408 | | | | | $ | 10,126 | | | | | (7) | | % | | | | $ | 5,446 | | | | | $ | 5,426 | | | | | — | | % |

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.

Currency had an unfavorable impact of $1.2 billion on non-U.S. developed markets and $262 million on emerging markets.

- The uncertain and uneven impact of COVID-19 on future procedural volumes, supply constraints including certain electronic components and semiconductors, healthcare staffing in certain regions, and resulting impacts on demand for our products and therapies; and

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.

The increase was led by growth in transcatheter aortic valve replacement (TAVR), including the U.S. and Japan.

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.

Azure pacemakers feature Medtronic-exclusive BlueSync technology, which enables automatic, secure wireless remote monitoring with increased device longevity.

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

During the third quarter of fiscal year 2022, we launched two AccuRhythm AI algorithms on the LINQ II platform to significantly reduce false positive alerts for Atrial Fibrillation and pause episodes while retaining sensitivity for true positive detection and reduce clinic workload and burden.

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

- Continued growth of Arctic Front cryoablation for treatment of atrial fibrillation.

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

The gross notional amount of all currency exchange rate derivative instruments outstanding at April [removed: 28, 2023] [added: 26, 2024] and April [removed: 29, 2022] [added: 28, 2023] was [removed: $22.0] [added: $23.7] billion and [removed: $13.8] [added: $22.0] billion, respectively.

At April [removed: 28, 2023,] [added: 26, 2024,] these contracts were in a net unrealized gain position of [removed: $132] [added: $593] million.

A sensitivity analysis of changes in the fair value of all currency exchange rate derivative contracts at April [removed: 28, 2023] [added: 26, 2024] and April [removed: 29, 2022] [added: 28, 2023] indicates that, if the U.S. dollar uniformly strengthened/weakened by 10 percent against all currencies, [removed: it would have] the [removed: following impact on the] fair value of these [removed: contracts:][added: contracts would increase/decrease by approximately $1.7 billion and $1.6 billion, respectively.]

Our debt portfolio at April [removed: 28, 2023] [added: 26, 2024] was comprised of debt predominantly denominated in U.S. dollars and Euros, [removed: of] which [removed: substantially all] is [added: primarily] fixed rate debt.

A sensitivity analysis of the impact on our interest rate-sensitive financial instruments of a hypothetical [removed: 10] [added: 50] basis point change in interest rates, as compared to interest rates at April [removed: 28, 2023] [added: 26, 2024] and April [removed: 29, 2022, would have the following impact on] [added: 28, 2023, indicates that] the fair value of these [removed: instruments:][added: instruments would change by $64 million and $61 million, respectively.]

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

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

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

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

| 10% appreciation in the U.S. dollar | | | | | | $ | 1,548 | | | | | $ | 903 | |

| 10% depreciation in the U.S. dollar | | | | | | (1,548) | | | | | | (903) | | |

| 10 basis point increase in interest rates | | | | | | $ | 63 | | | | | $ | 53 | |

| 10 basis point decrease in interest rates | | | | | | (63) | | | | | | (53) | | |

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

[removed: ][added: ]

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

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

- Empowering our operating units to be more nimble and more competitive: Our operating [removed: model, which was effective February 2021, simplified our organization] [added: model is organized] to accelerate decision making, improve commercial execution, and more effectively leverage the scale of our company.

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

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

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

The portfolio includes the [added: PulseSelect Pulsed Field Ablation System,] Arctic Front Advanced Cardiac Cryoablation System, the DiamondTemp Ablation system, [removed: 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.

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

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

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

The Medical Surgical Portfolio includes the Surgical [added: & Endoscopy] and [removed: Respiratory, Gastrointestinal,] [added: Acute Care] & [removed: Renal] [added: Monitoring] divisions.

Our Surgical [removed: Innovations] [added: & Endoscopy] division includes the following Operating Units: Surgical [removed: Innovations] and [removed: Surgical Robotics.][added: Endoscopy.]

The division develops, manufactures, and markets advanced and general surgical products, including advanced stapling devices, vessel sealing instruments, wound closure products, electrosurgery products, AI-powered surgical video and analytics platform, and robotic-assisted surgery products, hernia mechanical devices, mesh implants, gynecology products, [removed: lung health] [added: minimally invasive gastrointestinal] and [removed: visualization,] [added: hepatologic diagnostics] and [added: therapies, 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 [removed: Technology] [added: technology] and the Endo GIA ultra universal [removed: stapler;] [added: stapler,] the Signia [removed: Powered Stapling System;] [added: powered stapling system,] the LigaSure [removed: Exact Dissector] [added: exact dissector] and L-Hook Laparoscopic [removed: Sealer/Divider;] [added: Sealer/Divider,] and the Sonicision 7 curved jaw cordless ultrasonic dissection system.

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

- [removed: Gastrointestinal and endoscopy] [added: Endoscopy] products, including the GI Genius intelligent endoscopy module, the PillCam capsule endoscopy systems, the Bravo calibration-free reflux testing systems, the 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 Cool-tip radiofrequency ablation system, the HET [removed: Bipolar System,] [added: bipolar system,] the Beacon delivery system, and the Nexpowder endoscopic hemostasis system.

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

This includes our StealthStation S8 [removed: Navigation System,] [added: surgical navigation system,] Stealth Autoguide cranial robotic guidance platform, O-arm Imaging System, Mazor X robotic guidance systems used in robot-assisted spine procedures, UNiD [removed: Adaptive Spine Intelligence] [added: adaptive spine intelligence] AI-driven [removed: technology,] [added: technology for surgical planning] and [added: personalized spinal implants, and] our Midas Rex surgical drills, including our MR8 high-speed drill system.

- Products to treat conditions in the cervical region of the spine, including the ZEVO [removed: Anterior Cervical Plate System,] [added: anterior cervical plate system,] the [removed: INFINITY OCT] [added: Infinity Occipitocervical-Upper Thoracic (OCT)] System, and [removed: PRESTIGE] [added: Prestige] LP [removed: Cervical Artificial Discs.][added: cervical discs.]

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

Products also include the Pipeline Flex [removed: Embolization Device] [added: and Pipeline Vantage embolization devices] 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 [removed: Aspiration][added: aspiration 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.]

This includes the Intellis (rechargeable) and Vanta (recharge-free) [removed: Spinal Cord Stimulation Systems,] [added: spinal cord stimulation systems,] with AdaptiveStim and SureScan MRI Technology, DTM (differential target multiplexed) proprietary waveform, the Evolve workflow algorithm, and Snapshot [removed: reporting.][added: reporting, as well as the Inceptiv spinal cord stimulation system, which offers a closed-loop feature that senses biological signals along the spinal cord and automatically adjusts stimulation in real time.]

Specifically, this includes our family of Activa neurostimulators, including Activa SC (single-channel primary cell battery), Activa PC (dual channel primary cell battery), and Activa RC (dual channel rechargeable battery), as well as [added: our family of] Percept [removed: PC neurostimulator] [added: neurostimulators, the Percept PC, Percept RC,] and [added: our] SenSight directional lead system with the proprietary BrainSense technology.

- Implantable drug infusion systems, including our SynchroMed [removed: II] [added: III] Implantable Infusion System, that deliver small quantities of drug directly into the intrathecal space surrounding the spinal cord.

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

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

We aspire to create [removed: a truly] [added: an] inclusive, diverse, and equitable workplace that fosters innovation and creativity, and where [removed: every employee feels] [added: employees feel] a sense of belonging and well-being.

Medtronic has 95,000+ full-time employees, of which [removed: forty-three percent] [added: 44%] are based in the U.S. or Puerto Rico.

As of the end of fiscal year [removed: 2023, 40 percent] [added: 2024, 41%] of our U.S. workforce is ethnically diverse; women comprise [removed: 51 percent] [added: 51%] of our global workforce; [removed: 43 percent] [added: 44%] of our manager and above employees are women; and [removed: 28 percent] [added: 28%] of our U.S. managers are ethnically diverse.

In fiscal year [removed: 2023,] [added: 2024,] there were 13 ERGs and Diversity Networks across 300+ [removed: Network and ERG] [added: hubs or] chapters in [removed: 70] [added: over 65] countries with more than 35,000 [removed: members.][added: employees involved.]

In our most recent reported period available, in the United States, we have achieved 100% pay equity for gender [removed: for the third consecutive year] and [removed: 100% pay equity for] ethnically diverse employees.

We are actively working to [removed: close] [added: resolve] any remaining pay [removed: gaps] [added: inequities] by continuing to expand the annual pay equity analyses for each country we operate in.

[removed: Our] programs include annual and long-term equity-based incentives that provide the means to share in the Company’s success, based on business and individual performance.

To attract [added: and retain] the best leaders, we offer competitive benefits and cash and equity incentives.

We reward high-performing employees with an ownership stake in the Company through restricted stock, and [removed: all] employees have the opportunity to purchase stock at a significant [removed: discount.][added: discount through our Employee Stock Purchase Plan.]

[removed: We] [added: In recent years, we] have shifted away from degree requirements to focus on skills-based certification for certain roles within Medtronic.

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

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

In our most recent survey ending in the fourth quarter of fiscal year [removed: 2023,] [added: 2024,] more than [removed: 82 percent] [added: 87%] of our employees responded.


Azure pacemakers feature Medtronic-exclusive BlueSync technology, which enables automatic, secure wireless remote monitoring with increased device longevity.

The 3830 lead, previously labeled for His-bundle pacing, has now been expanded to include left bundle branch area pacing effectively covering all current forms of conduction system pacing.

LINQ II, the premium portfolio device, offers extended device longevity and remote programming capabilities.

- Products to treat hypertension including our Symplicity Spyral Renal Denervation (RDN) system.



Surgical & Endoscopy

Acute Care & Monitoring

Our Acute Care & Monitoring division develops, manufactures, and markets products in the fields of patient monitoring and airway management.

In February 2024, the Company announced the decision to exit its ventilator product line and combine the remaining Patient Monitoring & Respiratory Interventions businesses into one business unit called Acute Care & Monitoring.

- Products focused on blood oxygen management and remote monitoring, including Nellcor pulse oximetry monitors and sensors, Healthcast Connectivity Solutions, and the RespArray patient monitor.

- Products focused on airway management and respiratory monitoring, including Microstream capnography monitors, McGRATH MAC video laryngoscopes, Shiley Endotracheal Tubes, Shiley Tracheostomy Tubes, and DAR Breathing Systems.


The MiniMed 780G system provides smartphone and Bluetooth connectivity, a meal-time detection system, an adjustable glucose target down to 100 mg/dl, and has the capability to continuously deliver background insulin and monitor sugar levels.

Our

Our culture, how we show up and get things done, is critical to achieving our vision.

We continue to focus on optimizing innovation, improving our R&D productivity, driving growth in emerging markets, generating clinical evidence, and

In addition, as a result of the release and availability of Artificial Intelligence (AI) technologies, including generative AI platforms, we have seen a global trend toward more comprehensive and refined regulation of AI that will impact our business, such as the White House's Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence and the EU AI Act, that are designed to ensure the ethical use, security, and privacy of AI and create standards for transparency, accountability, and fairness.

Similarly, other jurisdictions impose transparency reporting obligations relating to health care professional payments.

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



Surgical Innovations

Respiratory, Gastrointestinal, & Renal

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

The division develops, manufactures, and markets products in the emerging fields of minimally invasive gastrointestinal and hepatologic diagnostics and therapies, patient monitoring, and respiratory interventions including airway management and ventilation therapies.

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”).

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


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.


The MiniMed 770G and 780G system provides smartphone and Bluetooth connectivity, continuously delivers background insulin, monitors sugar levels, and an expanded age indication to ages two and up.

The MiniMed 780G further reduces patient burden by including automatic correction boluses, meal-time detection system, and an adjustable glucose target down to 100 mg/dl.

Our investment in employee development has contributed to more than 32 percent of our open roles being filled with internal employees.

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

CORPORATE SUSTAINABILITY GOALS

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

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

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

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

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

Public Health Crises

The global COVID-19 pandemic, together with the preventative and precautionary measures taken by businesses, communities, and governments, have impacted, and may continue to impact significant aspects of our Company and business, including future procedural volumes, supply constraints, healthcare staffing, and resulting impacts on demand for our products and therapies.

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

See “Item 1A.

Risk Factors” in this Annual Report on Form 10-K.

importance to our business; however, we believe that no single intellectual property asset or license is material in relation to our business as a whole.

A variety of laws and regulations in the countries in which we transact business apply to the sale, shipment and provision of goods, services and technology across borders.

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.

| ☒ | | | Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended April [removed: 28, 2023.] [added: 26, 2024.] | | |

[removed: ®][added: ®]

[removed: Indicate] [added: Indicate] by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[removed: Yes] [added: Yes] ☒ [removed: No ☐][added: No ☐]

[removed: Indicate] [added: Indicate] by check mark if the registrant is not required to file reports pursuant to Section 13 or [added: Section] 15(d) of the [removed: Exchange] Act.

[removed: Yes ☐ No] [added: Yes ☐ No] ☒

[removed: Indicate] [added: Indicate] by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or [added: Section] 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[removed: Indicate] [added: Indicate] by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [removed: (§229.405] [added: (§232.405] of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

[removed: Indicate] [added: Indicate] by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

See [removed: definition] [added: the definitions] of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange [removed: Act.][added: Act.]

[removed: Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller] [added: | Non-accelerated filer | | | ☐ | | | | | | Smaller] reporting [removed: company ☐ Emerging growth company ☐][added: company | | | ☐ | | |]

[removed: If] [added: If] an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange [removed: Act. ☐][added: Act.]

[removed: Indicate] [added: Indicate] by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

[removed: Indicate] [added: Indicate] by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

[removed: Aggregate] [added: Aggregate] market value of voting and non-voting common equity of Medtronic plc held by non-affiliates of the registrant as of October [removed: 28, 2022,] [added: 27, 2023,] based on the closing price of [removed: $86.82] [added: $69.43] as reported on the New York Stock Exchange: approximately [removed: $115.5] [added: $92.4] billion.

Portions of the registrant’s Proxy Statement for its [removed: 2023] [added: 2024] Annual General Meeting are incorporated by reference into Part III hereof.

| [removed: [1A.](#i561f313a61ba429ebcff199aea814990_19)] [added: [1A.](#ia6bfc65eaa654c3ebf593baab4e46685_19)] | | | | | | [Risk [removed: Factors](#i561f313a61ba429ebcff199aea814990_19)] [added: Factors](#ia6bfc65eaa654c3ebf593baab4e46685_19)] | | | | | | [removed: [14](#i561f313a61ba429ebcff199aea814990_19)] [added: [13](#ia6bfc65eaa654c3ebf593baab4e46685_19)] | | |

| [removed: [1B.](#i561f313a61ba429ebcff199aea814990_22)] [added: [1B.](#ia6bfc65eaa654c3ebf593baab4e46685_22)] | | | | | | [Unresolved Staff [removed: Comments](#i561f313a61ba429ebcff199aea814990_22)] [added: Comments](#ia6bfc65eaa654c3ebf593baab4e46685_22)] | | | | | | [removed: [25](#i561f313a61ba429ebcff199aea814990_22)] [added: [25](#ia6bfc65eaa654c3ebf593baab4e46685_22)] | | |

| [removed: [3.](#i561f313a61ba429ebcff199aea814990_28)] [added: [3.](#ia6bfc65eaa654c3ebf593baab4e46685_28)] | | | | | | [Legal [removed: Proceedings](#i561f313a61ba429ebcff199aea814990_28)] [added: Proceedings](#ia6bfc65eaa654c3ebf593baab4e46685_28)] | | | | | | [removed: [26](#i561f313a61ba429ebcff199aea814990_28)] [added: [26](#ia6bfc65eaa654c3ebf593baab4e46685_28)] | | |

| [removed: [4.](#i561f313a61ba429ebcff199aea814990_31)] [added: [4.](#ia6bfc65eaa654c3ebf593baab4e46685_31)] | | | | | | [Mine Safety [removed: Disclosures](#i561f313a61ba429ebcff199aea814990_31)] [added: Disclosures](#ia6bfc65eaa654c3ebf593baab4e46685_31)] | | | | | | [removed: [26](#i561f313a61ba429ebcff199aea814990_31)] [added: [26](#ia6bfc65eaa654c3ebf593baab4e46685_31)] | | |

| [removed: [5.](#i561f313a61ba429ebcff199aea814990_37)] [added: [5.](#ia6bfc65eaa654c3ebf593baab4e46685_37)] | | | | | | [Market for Medtronic’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity [removed: Securities](#i561f313a61ba429ebcff199aea814990_37)] [added: Securities](#ia6bfc65eaa654c3ebf593baab4e46685_37)] | | | | | | [removed: [27](#i561f313a61ba429ebcff199aea814990_37)] [added: [27](#ia6bfc65eaa654c3ebf593baab4e46685_37)] | | |

| [removed: [7.](#i561f313a61ba429ebcff199aea814990_43)] [added: [7.](#ia6bfc65eaa654c3ebf593baab4e46685_43)] | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i561f313a61ba429ebcff199aea814990_43)] [added: Operations](#ia6bfc65eaa654c3ebf593baab4e46685_43)] | | | | | | [removed: [29](#i561f313a61ba429ebcff199aea814990_43)] [added: [29](#ia6bfc65eaa654c3ebf593baab4e46685_43)] | | |

| [removed: [7A.](#i561f313a61ba429ebcff199aea814990_118)] [added: [7A.](#ia6bfc65eaa654c3ebf593baab4e46685_118)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i561f313a61ba429ebcff199aea814990_118)] [added: Risk](#ia6bfc65eaa654c3ebf593baab4e46685_118)] | | | | | | [removed: [51](#i561f313a61ba429ebcff199aea814990_118)] [added: [49](#ia6bfc65eaa654c3ebf593baab4e46685_118)] | | |

| [removed: [8.](#i561f313a61ba429ebcff199aea814990_121)] [added: [8.](#ia6bfc65eaa654c3ebf593baab4e46685_121)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i561f313a61ba429ebcff199aea814990_121)] [added: Data](#ia6bfc65eaa654c3ebf593baab4e46685_121)] | | | | | | [removed: [52](#i561f313a61ba429ebcff199aea814990_121)] [added: [50](#ia6bfc65eaa654c3ebf593baab4e46685_121)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#i561f313a61ba429ebcff199aea814990_124)] [added: Firm](#ia6bfc65eaa654c3ebf593baab4e46685_124)] (PCAOB ID 238) | | | | | | [removed: [52](#i561f313a61ba429ebcff199aea814990_124)] [added: [50](#ia6bfc65eaa654c3ebf593baab4e46685_124)] | | |

| | | | | | | [Consolidated Financial [removed: Statements](#i561f313a61ba429ebcff199aea814990_127)] [added: Statements](#ia6bfc65eaa654c3ebf593baab4e46685_127)] | | | | | | [removed: [54](#i561f313a61ba429ebcff199aea814990_127)] [added: [52](#ia6bfc65eaa654c3ebf593baab4e46685_127)] | | |

| | | | | | | [Notes [removed: to the Consolidated] [added: to](#ia6bfc65eaa654c3ebf593baab4e46685_145) [](#ia6bfc65eaa654c3ebf593baab4e46685_145)[Consolidated] Financial [removed: Statements](#i561f313a61ba429ebcff199aea814990_145)] [added: Statements](#ia6bfc65eaa654c3ebf593baab4e46685_145)] | | | | | | [removed: [59](#i561f313a61ba429ebcff199aea814990_145)] [added: [57](#ia6bfc65eaa654c3ebf593baab4e46685_145)] | | |

| [removed: [9.](#i561f313a61ba429ebcff199aea814990_208)] [added: [9.](#ia6bfc65eaa654c3ebf593baab4e46685_208)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i561f313a61ba429ebcff199aea814990_208)] [added: Disclosure](#ia6bfc65eaa654c3ebf593baab4e46685_208)] | | | | | | [removed: [105](#i561f313a61ba429ebcff199aea814990_208)] [added: [103](#ia6bfc65eaa654c3ebf593baab4e46685_208)] | | |

| [removed: [9A.](#i561f313a61ba429ebcff199aea814990_211)] [added: [9A.](#ia6bfc65eaa654c3ebf593baab4e46685_211)] | | | | | | [Controls and [removed: Procedures](#i561f313a61ba429ebcff199aea814990_211)] [added: Procedures](#ia6bfc65eaa654c3ebf593baab4e46685_211)] | | | | | | [removed: [105](#i561f313a61ba429ebcff199aea814990_211)] [added: [103](#ia6bfc65eaa654c3ebf593baab4e46685_211)] | | |

| [removed: [9B.](#i561f313a61ba429ebcff199aea814990_214)] [added: [9B.](#ia6bfc65eaa654c3ebf593baab4e46685_214)] | | | | | | [Other [removed: Information](#i561f313a61ba429ebcff199aea814990_214)] [added: Information](#ia6bfc65eaa654c3ebf593baab4e46685_214)] | | | | | | [removed: [105](#i561f313a61ba429ebcff199aea814990_214)] [added: [103](#ia6bfc65eaa654c3ebf593baab4e46685_214)] | | |

| | | | | | | [PART [removed: III](#i561f313a61ba429ebcff199aea814990_217)] [added: III](#ia6bfc65eaa654c3ebf593baab4e46685_217)] | | | | | | | | |

| [removed: [10.](#i561f313a61ba429ebcff199aea814990_220)] [added: [10.](#ia6bfc65eaa654c3ebf593baab4e46685_220)] | | | | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i561f313a61ba429ebcff199aea814990_220)] [added: Governance](#ia6bfc65eaa654c3ebf593baab4e46685_220)] | | | | | | [removed: [106](#i561f313a61ba429ebcff199aea814990_220)] [added: [104](#ia6bfc65eaa654c3ebf593baab4e46685_220)] | | |

| [removed: [11.](#i561f313a61ba429ebcff199aea814990_223)] [added: [11.](#ia6bfc65eaa654c3ebf593baab4e46685_223)] | | | | | | [Executive [removed: Compensation](#i561f313a61ba429ebcff199aea814990_223)] [added: Compensation](#ia6bfc65eaa654c3ebf593baab4e46685_223)] | | | | | | [removed: [107](#i561f313a61ba429ebcff199aea814990_223)] [added: [105](#ia6bfc65eaa654c3ebf593baab4e46685_223)] | | |

| [removed: [12.](#i561f313a61ba429ebcff199aea814990_226)] [added: [12.](#ia6bfc65eaa654c3ebf593baab4e46685_226)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i561f313a61ba429ebcff199aea814990_226)] [added: Matters](#ia6bfc65eaa654c3ebf593baab4e46685_226)] | | | | | | [removed: [107](#i561f313a61ba429ebcff199aea814990_226)] [added: [105](#ia6bfc65eaa654c3ebf593baab4e46685_226)] | | |

| [removed: [13.](#i561f313a61ba429ebcff199aea814990_229)] [added: [13.](#ia6bfc65eaa654c3ebf593baab4e46685_229)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i561f313a61ba429ebcff199aea814990_229)] [added: Independence](#ia6bfc65eaa654c3ebf593baab4e46685_229)] | | | | | | [removed: [107](#i561f313a61ba429ebcff199aea814990_229)] [added: [105](#ia6bfc65eaa654c3ebf593baab4e46685_229)] | | |

| [removed: [14.](#i561f313a61ba429ebcff199aea814990_232)] [added: [14.](#ia6bfc65eaa654c3ebf593baab4e46685_232)] | | | | | | [Principal Accounting Fees and [removed: Services](#i561f313a61ba429ebcff199aea814990_232)] [added: Services](#ia6bfc65eaa654c3ebf593baab4e46685_232)] | | | | | | [removed: [107](#i561f313a61ba429ebcff199aea814990_232)] [added: [105](#ia6bfc65eaa654c3ebf593baab4e46685_232)] | | |

| | | | | | | [PART [removed: IV](#i561f313a61ba429ebcff199aea814990_235)] [added: IV](#ia6bfc65eaa654c3ebf593baab4e46685_235)] | | | | | | | | |

| [removed: [15.](#i561f313a61ba429ebcff199aea814990_241)] [added: [15.](#ia6bfc65eaa654c3ebf593baab4e46685_241)] | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i561f313a61ba429ebcff199aea814990_241)] [added: Schedules](#ia6bfc65eaa654c3ebf593baab4e46685_241)] | | | | | | [removed: [108](#i561f313a61ba429ebcff199aea814990_241)] [added: [106](#ia6bfc65eaa654c3ebf593baab4e46685_241)] | | |

| [removed: [16.](#i561f313a61ba429ebcff199aea814990_244)] [added: [16.](#ia6bfc65eaa654c3ebf593baab4e46685_244)] | | | | | | [Form 10-K [removed: Summary](#i561f313a61ba429ebcff199aea814990_244)] [added: Summary](#ia6bfc65eaa654c3ebf593baab4e46685_244)] | | | | | | [removed: [116](#i561f313a61ba429ebcff199aea814990_244)] [added: [114](#ia6bfc65eaa654c3ebf593baab4e46685_244)] | | |

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

| 3.650% Senior Notes due 2029 | | | MDT/29 | | | New York Stock Exchange | | |

| 3.875% Senior Notes due 2036 | | | MDT/36 | | | New York Stock Exchange | | |

| 4.150% Senior Notes due 2043 | | | MDT/43A | | | New York Stock Exchange | | |

| 4.150% Senior Notes due 2053 | | | MDT/53 | | | New York Stock Exchange | | |

Yes ☒ No ☐

Yes ☒ No ☐

| Large accelerated filer | | | ☒ | | | | | | Accelerated filer | | | ☐ | | |

| | | | | | | | | | Emerging growth company | | | ☐ | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Number of Ordinary Shares outstanding on June 17, 2024: 1,282,269,783

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

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

| | | | | | | [PART I](#ia6bfc65eaa654c3ebf593baab4e46685_13) | | | | | | | | |

| [1.](#ia6bfc65eaa654c3ebf593baab4e46685_16) | | | | | | [Business](#ia6bfc65eaa654c3ebf593baab4e46685_16) | | | | | | [3](#ia6bfc65eaa654c3ebf593baab4e46685_16) | | |

| [1C.](#ia6bfc65eaa654c3ebf593baab4e46685_2542) | | | | | | [Cybersecurity](#ia6bfc65eaa654c3ebf593baab4e46685_2542) | | | | | | [25](#ia6bfc65eaa654c3ebf593baab4e46685_2542) | | |

| [2.](#ia6bfc65eaa654c3ebf593baab4e46685_25) | | | | | | [Properties](#ia6bfc65eaa654c3ebf593baab4e46685_25) | | | | | | [25](#ia6bfc65eaa654c3ebf593baab4e46685_25) | | |

| | | | | | | [PART II](#ia6bfc65eaa654c3ebf593baab4e46685_34) | | | | | | | | |

| [6.](#ia6bfc65eaa654c3ebf593baab4e46685_40) | | | | | | [(Reserved)](#ia6bfc65eaa654c3ebf593baab4e46685_40) | | | | | | [28](#ia6bfc65eaa654c3ebf593baab4e46685_40) | | |

| [9C.](#ia6bfc65eaa654c3ebf593baab4e46685_2583) | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspection](#ia6bfc65eaa654c3ebf593baab4e46685_2583) | | | | | | [103](#ia6bfc65eaa654c3ebf593baab4e46685_214) | | |

| | | | | | | [Signatures](#ia6bfc65eaa654c3ebf593baab4e46685_247) | | | | | | [115](#ia6bfc65eaa654c3ebf593baab4e46685_247) | | |

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) | | |

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

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

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

Risk Management and Strategy

We have designed and implemented a cybersecurity risk management program to help us identify, assess, and mitigate cybersecurity risks relevant to our business, based on the National Institute of Standards and Technology (NIST) Cyber Security Framework 2.0.

Our cybersecurity risk management program includes:

- dedicated cybersecurity professionals who analyze cybersecurity threats, define cybersecurity policy and requirements, implement protections, and monitor and respond to cybersecurity incidents,

- cybersecurity regulatory based risk assessments for the Company’s systems and applications (where required),

- a formal incident response plan, in which incidents are classified based upon the severity, impact, and the potential harm that can be caused by the incident,

- annual information security training program for all employees, including phishing awareness training,

- cybersecurity works closely with application development and infrastructure & operation teams to embed security considerations into the foundation of technology,

- engagement of third-party service providers to conduct assessment of the Company’s cybersecurity risk management program, penetration testing, and vulnerability testing,

- a third-party risk assessment process for service providers, suppliers, and vendors.

In addition, given the smart technology within our devices, our product security includes design protocols and is supported by quality systems testing and use scanning tools to assess and detect vulnerabilities that could affect our products.

Risks from cybersecurity threats are integrated into Medtronic’s enterprise risk management (ERM) program.

The ERM program establishes a risk management framework that seeks to identify, assess, and mitigate risks that could materially impact the Company’s business and operation.

To date, the Company is not aware of any cybersecurity incident that has had or is reasonably likely to have a material impact on the Company’s business or operations.

However, despite our security measures, there can be no assurance that the Company, or the third parties with which we interact, will not experience a cybersecurity incident in the future that may materially affect us.

See Item 1A.

Risk Factors under, *“We rely on the proper function, security and availability of our information technology systems and data, as well as those of third parties throughout our global supply chain and our customer and payor base, to operate our business, and a breach, cyber-attack or other disruption to these systems or data could materially and adversely affect our business, results of operations, financial condition, cash flows, reputation or competitive position.”*

Governance

The cybersecurity risk management program is led by the Chief Information Security Officer (CISO).

Our CISO has over 28 years of experience assisting public and privately held companies in a variety of industries, leading several enterprise-wide transformation initiatives to adapt to changing cybersecurity threats.

The CISO has held various executive level positions within Fortune 500 companies.

Our CISO reports to the Chief Information Officer (CIO), who leads the Global Information Technology (IT) organization and works closely with the Executive Committee to guide strategic direction and IT decisions to drive business outcomes.

Our Board of Directors is engaged in the Company’s ERM program and receives briefings on the outcomes of the ERM program and the steps the Company takes to mitigate risks that the program identifies.

The Quality Committee of the Board oversees the Company’s cybersecurity strategies, systems, and controls to ensure reliability and prevent unauthorized access.

The Audit Committee discusses policies with respect to risk assessment and risk management, including risks associated with the reliability and security of the Company’s information technology and security systems, and the steps management has undertaken to monitor and control such exposures.

The Audit Committee receives regular updates on the Company’s cybersecurity risk management program from the CISO and CIO.

The Company's total manufacturing and research space is approximately [removed: 9.8] [added: 9.9] million square feet.

Approximately [removed: 34] [added: 36] percent of the manufacturing or research facilities are owned by Medtronic and the remaining balance is leased.

| Puerto Rico | | | | | | [removed: 811] [added: 812] | | |

Medtronic also maintains sales and administrative offices [removed: in the U.S. at five locations in five states and] outside the U.S. at [removed: 119] [added: 114] locations in 62 countries.

| Minnesota | | | | | | 568 | | |

| California | | | | | | 258 | | |

| Massachusetts | | | | | | 250 | | |

| Colorado | | | | | | 228 | | |

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

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

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

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

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

[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: 2023:][added: 2024:]

On June [removed: 16, 2023,] [added: 17, 2024,] there were approximately [removed: 21,589] [added: 20,132] shareholders of record of the Company’s ordinary shares.

Ordinary cash dividends declared and paid totaled [removed: $0.68] [added: $0.69] per share for each quarter of fiscal year [removed: 2023] [added: 2024] and [removed: $0.63] [added: $0.68] per share for each quarter of fiscal year [removed: 2022.][added: 2023.]

On May [removed: 25, 2023,] [added: 23, 2024,] the Company announced an increase in Medtronic's cash dividends for the first quarter of fiscal year [removed: 2024,] [added: 2025,] raising the amount to [removed: $0.69] [added: $0.70] per share.

The graph assumes that $100 was invested at market close on April [removed: 27, 2018] [added: 26, 2019] 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: 2018] [added: 2019] | | | | | | April [removed: 2019] [added: 2020] | | | | | | April [removed: 2020] [added: 2021] | | | | | | April [removed: 2021] [added: 2022] | | | | | | April [removed: 2022] [added: 2023] | | | | | | April [removed: 2023] [added: 2024] | | |

| 1/27/2024-2/23/2024 | | | | | | 2,514,000 | | | | | | $ | 85.99 | | | | | 2,514,000 | | | | | | $ | 1,700,959,792 | |

| 2/24/2024-3/29/2024 | | | | | | 6,591,630 | | | | | | 84.54 | | | | | | 6,591,630 | | | | | | 6,143,724,275 | | |

| 3/30/2024-4/26/2024 | | | | | | 10,361,791 | | | | | | 82.03 | | | | | | 10,361,791 | | | | | | 5,293,724,420 | | |

| Total | | | | | | 19,467,421 | | | | | | $ | 83.39 | | | | | 19,467,421 | | | | | | $ | 5,293,724,420 | |

In March 2024, the Company's Board of Directors authorized an incremental $5.0 billion for share repurchases.

| Medtronic plc | | | | | | $ | 100.00 | | | | | $ | 116.15 | | | | | $ | 156.57 | | | | | $ | 127.62 | | | | | $ | 114.95 | | | | | $ | 104.14 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 98.44 | | | | | | 147.55 | | | | | | 147.86 | | | | | | 151.80 | | | | | | 188.57 | | |

| S&P 500 Health Care Equipment Index | | | | | | 100.00 | | | | | | 113.81 | | | | | | 150.91 | | | | | | 140.79 | | | | | | 149.57 | | | | | | 153.68 | | |

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. To date, the Irish Minister for Finance has restricted financial transfers between Ireland and a number of third countries and the list is subject to on-going change.

| 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)

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, Lebanon, Libya, Republic of Guinea, Republic of Guinea-Bissau, Russia, Somalia, Sudan, Syria, Tunisia, certain persons and groups in Ukraine and Zimbabwe.

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

We have audited the accompanying consolidated balance sheets of Medtronic plc and its subsidiaries (the “Company”) as of April [removed: 28, 2023] [added: 26, 2024] and April [removed: 29, 2022,] [added: 28, 2023,] 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: 28, 2023,] [added: 26, 2024,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended April [removed: 28, 2023] [added: 26, 2024] appearing under Item 15 (a)(1) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of April [removed: 28, 2023,] [added: 26, 2024,] based on criteria established in Internal Control - Integrated 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: 28, 2023] [added: 26, 2024] and April [removed: 29, 2022,] [added: 28, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended April [removed: 28, 2023] [added: 26, 2024] 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: 28, 2023,] [added: 26, 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Total reserves relating to uncertain tax positions as of April [removed: 28, 2023] [added: 26, 2024] were [removed: $2.682] [added: $2.824] 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 (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 sites; [added: and] (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 [removed: subjective; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.][added: subjective.]

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

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

| (in millions, except per share data) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | $ | [removed: 31,227] [added: 32,364] | | | | | $ | [removed: 31,686] [added: 31,227] | | | | | $ | [removed: 30,117] [added: 31,686] | |

| Cost of products sold, excluding amortization of intangible assets | | | [removed: 10,719] [added: 11,216] | | | | | | [removed: 10,145] [added: 10,719] | | | | | | [removed: 10,483] [added: 10,145] | | |

| Research and development expense | | | [removed: 2,696] [added: 2,735] | | | | | | [removed: 2,746] [added: 2,696] | | | | | | [removed: 2,493] [added: 2,746] | | |

| Selling, general, and administrative expense | | | [removed: 10,415] [added: 10,736] | | | | | | [removed: 10,292] [added: 10,415] | | | | | | [removed: 10,148] [added: 10,292] | | |

| Amortization of intangible assets | | | [removed: 1,698] [added: 1,693] | | | | | | [removed: 1,733] [added: 1,698] | | | | | | [removed: 1,783] [added: 1,733] | | |

| Restructuring charges, net | | | [removed: 375] [added: 226] | | | | | | [removed: 60] [added: 375] | | | | | | [removed: 293] [added: 60] | | |

| Certain litigation charges, net | | | [removed: (30)] [added: 149] | | | | | | [removed: 95] [added: (30)] | | | | | | [removed: 118] [added: 95] | | |

| Other operating [removed: (income) expense,] [added: expense (income),] net | | | [removed: (131)] [added: 464] | | | | | | [removed: 862] [added: (131)] | | | | | | [removed: 315] [added: 862] | | |

| Operating profit | | | [removed: 5,485] [added: 5,144] | | | | | | [removed: 5,752] [added: 5,485] | | | | | | [removed: 4,484] [added: 5,752] | | |

| Other non-operating income, net | | | [removed: (515)] [added: (412)] | | | | | | [removed: (318)] [added: (515)] | | | | | | [removed: (336)] [added: (318)] | | |

| Interest expense, net | | | [removed: 636] [added: 719] | | | | | | [removed: 553] [added: 636] | | | | | | [removed: 925] [added: 553] | | |

| Income before income taxes | | | [removed: 5,364] [added: 4,837] | | | | | | [removed: 5,517] [added: 5,364] | | | | | | [removed: 3,895] [added: 5,517] | | |

| Income tax provision | | | [removed: 1,580] [added: 1,133] | | | | | | [removed: 456] [added: 1,580] | | | | | | [removed: 265] [added: 456] | | |

| Net income | | | [removed: 3,784] [added: 3,705] | | | | | | [removed: 5,062] [added: 3,784] | | | | | | [removed: 3,630] [added: 5,062] | | |

| Net income attributable to noncontrolling interests | | | [removed: (26)] [added: (28)] | | | | | | [removed: (22)] [added: (26)] | | | | | | [removed: (24)] [added: (22)] | | |

| Net income attributable to Medtronic | | | $ | [removed: 3,758] [added: 3,676] | | | | | $ | [removed: 5,039] [added: 3,758] | | | | | $ | [removed: 3,606] [added: 5,039] | |

| Basic earnings per share | | | $ | [removed: 2.83] [added: 2.77] | | | | | $ | [removed: 3.75] [added: 2.83] | | | | | $ | [removed: 2.68] [added: 3.75] | |

| Diluted earnings per share | | | $ | [removed: 2.82] [added: 2.76] | | | | | $ | [removed: 3.73] [added: 2.82] | | | | | $ | [removed: 2.66] [added: 3.73] | |

| Basic weighted average shares outstanding | | | [removed: 1,329.8] [added: 1,327.7] | | | | | | [removed: 1,342.4] [added: 1,329.8] | | | | | | [removed: 1,344.9] [added: 1,342.4] | | |

| Diluted weighted average shares outstanding | | | [removed: 1,332.8] [added: 1,330.2] | | | | | | [removed: 1,351.4] [added: 1,332.8] | | | | | | [removed: 1,354.0] [added: 1,351.4] | | |

| (in millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net income | | | $ | [removed: 3,784] [added: 3,705] | | | | | $ | [removed: 5,062] [added: 3,784] | | | | | $ | [removed: 3,630] [added: 5,062] | |

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

| Unrealized [removed: (loss)] gain [added: (loss)] on investment securities | | | [removed: (49)] [added: 46] | | | | | | [removed: (301)] [added: (49)] | | | | | | [removed: 92] [added: (301)] | | |

| Translation adjustment | | | [removed: (240)] [added: (848)] | | | | | | [removed: (2,086)] [added: (240)] | | | | | | [removed: 1,699] [added: (2,086)] | | |

| Net investment hedge | | | [removed: (596)] [added: 633] | | | | | | [removed: 2,299] [added: (596)] | | | | | | [removed: (1,694)] [added: 2,299] | | |

| Net change in retirement obligations | | | [removed: 32] [added: 212] | | | | | | [removed: 574] [added: 32] | | | | | | [removed: 505] [added: 574] | | |

| Unrealized [removed: (loss)] gain [added: (loss)] on cash flow hedges | | | [removed: (381)] [added: 136] | | | | | | [removed: 727] [added: (381)] | | | | | | [removed: (519)] [added: 727] | | |

| Other comprehensive [removed: (loss) income] [added: income (loss)] | | | [removed: (1,234)] [added: 178] | | | | | | [removed: 1,213] [added: (1,234)] | | | | | | [removed: 83] [added: 1,213] | | |

| Comprehensive income including noncontrolling interests | | | [removed: 2,549] [added: 3,883] | | | | | | [removed: 6,274] [added: 2,549] | | | | | | [removed: 3,713] [added: 6,274] | | |

| Comprehensive income attributable to noncontrolling interests | | | [removed: (26)] [added: (27)] | | | | | | [removed: (16)] [added: (26)] | | | | | | [removed: (32)] [added: (16)] | | |

| (in millions, except share amounts) | | | | | | April 26, 2024 | | | | | | April 28, 2023 | | |

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

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,676 | | | | | | — | | | | | | 3,676 | | | | | | 28 | | | | | | 3,705 | | |

| April 26, 2024 | | | | | | 1,311 | | | | | | $ | — | | | | | $ | 23,129 | | | | | $ | 30,403 | | | | | $ | (3,318) | | | | | $ | 50,214 | | | | | $ | 206 | | | | | $ | 50,420 | |

| Asset impairments and related inventory write-downs | | | 371 | | | | | | — | | | | | | 515 | | |

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

Significant assumptions used in the reporting unit fair value measurements include forecasted cash flows, including revenue and expense growth rates, discount rates, and revenue and earnings multiples.

For goodwill, other

acquisition and divestiture-related items, income from funded research and development arrangements, and commitments to the Medtronic Foundation and Medtronic LABS.

*Supplier Finance Programs*

In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-04, Liabilities— Supplier Finance Programs (Subtopic 405-50), which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.

The Company adopted this guidance on April 29, 2023.

The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.

Not Yet Adopted Accounting Standards

*Segment Reporting*

In November 2023, the FASB issued ASU 2023-07, Improvements to Segment Reporting (Topic 280), which requires incremental disclosures on reportable segments, primarily through enhanced disclosures on significant segment expenses.

The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2025 for our annual report and for interim periods starting in fiscal year 2026.

We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

*Income Taxes*

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures.

The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2026 for our annual report.

We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

Prior period revenue has been recast to reflect the new reporting structure.

The activity of the Company's Renal Care Solutions business and the ventilator product line were moved out of Medical Surgical and into the Other line, and the retained PMRI businesses were combined into one business unit called Acute Care & Monitoring in Medical Surgical.

| Cardiovascular | | | 11,831 | | | | | | 11,522 | | | | | | 11,368 | | |

| Surgical & Endoscopy | | | 6,508 | | | | | | 6,152 | | | | | | 6,543 | | |

| Acute Care & Monitoring | | | 1,908 | | | | | | 1,837 | | | | | | 1,926 | | |

| Medical Surgical | | | 8,417 | | | | | | 7,989 | | | | | | 8,469 | | |

| Reportable segment net sales | | | 32,142 | | | | | | 30,731 | | | | | | 30,959 | | |

| Other operating segment (1) | | | 221 | | | | | | 495 | | | | | | 727 | | |

(1) Includes historical operations and ongoing transition agreements from businesses the Company has exited or divested, which primarily includes the Company's ventilator product line and the Renal Care Solutions business.

| Cardiovascular | | | $ | 5,597 | | | | | $ | 5,796 | | | | | $ | 5,490 | | | | | $ | 3,857 | | | | | $ | 3,564 | | | | | $ | 3,866 | | | | | $ | 2,377 | | | | | $ | 2,161 | | | | | $ | 2,012 | |

| Medical Surgical | | | 3,717 | | | | | | 3,549 | | | | | | 3,659 | | | | | | 3,049 | | | | | | 2,917 | | | | | | 3,155 | | | | | | 1,650 | | | | | | 1,522 | | | | | | 1,655 | | |

| Reportable segment net sales | | | 16,471 | | | | | | 16,212 | | | | | | 15,876 | | | | | | 9,929 | | | | | | 9,245 | | | | | | 9,907 | | | | | | 5,742 | | | | | | 5,273 | | | | | | 5,176 | | |

| Other operating segment (4) | | | 91 | | | | | | 160 | | | | | | 259 | | | | | | 50 | | | | | | 163 | | | | | | 218 | | | | | | 81 | | | | | | 172 | | | | | | 250 | | |

(4)Includes historical operations and ongoing transition agreements from businesses the Company has exited or divested, which primarily includes the Company's ventilator product line and the Renal Care Solutions business.

The amount of revenue recognized is reduced by sales rebates and returns.

Adjustments to rebates and returns reserves are recorded as increases or decreases to revenue.

During the fiscal year ended April 26, 2024, the Company recognized $324 million of revenue that was included in deferred revenue as of April 28, 2023.

Acquisition Activity

[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.

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 | | |

| April 24, 2020 | | | | | | 1,341 | | | | | | $ | — | | | | | $ | 26,165 | | | | | $ | 28,132 | | | | | $ | (3,560) | | | | | $ | 50,737 | | | | | $ | 135 | | | | | $ | 50,872 | |

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

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

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

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

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

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

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

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

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

| Cardiovascular | | | 11,573 | | | | | | 11,423 | | | | | | 10,772 | | |

| Surgical Innovations | | | 5,663 | | | | | | 6,060 | | | | | | 5,438 | | |

| Respiratory, Gastrointestinal, & Renal | | | 2,770 | | | | | | 3,081 | | | | | | 3,298 | | |

| Medical Surgical | | | 8,433 | | | | | | 9,141 | | | | | | 8,737 | | |

| Cardiovascular | | | $ | 5,848 | | | | | $ | 5,545 | | | | | $ | 5,248 | | | | | $ | 3,564 | | | | | $ | 3,866 | | | | | $ | 3,752 | | | | | $ | 2,161 | | | | | $ | 2,012 | | | | | $ | 1,773 | |

| Medical Surgical | | | 3,658 | | | | | | 3,862 | | | | | | 3,650 | | | | | | 3,080 | | | | | | 3,373 | | | | | | 3,320 | | | | | | 1,694 | | | | | | 1,905 | | | | | | 1,766 | | |

The goodwill is not deductible for tax purposes.

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

During fiscal year 2023, IPR&D acquired in connection with asset acquisitions was not significant.

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

ownership.

RCS was part of the Company’s Medical Surgical portfolio.

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

| April 30, 2021 | | | $ | 123 | | | | | $ | 22 | | | | | $ | — | | | | | $ | 1 | | | | | $ | 146 | |

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

| Cash payments | | | (109) | | | | | | (269) | | | | | | — | | | | | | — | | | | | | (378) | | |

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

In June 2021, the Company announced the decision to stop the distribution and sale of the Medtronic HVAD System in light of a growing body of observational clinical comparisons indicating a lower frequency of neurological adverse events and mortality with another circulatory support device available to patients compared to the HVAD system.

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

As of April 28, 2023, accruals were recorded in the consolidated balance sheet for these obligations, with $84 million reflected in *other accrued expenses* and $88 million recorded in *other liabilities*.

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

| Corporate debt securities | | | 4,457 | | | | | | 4 | | | | | | (140) | | | | | | 4,321 | | | | | | 4,321 | | | | | | — | | |

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of April [removed: 28, 2023.][added: 26, 2024.]

The effectiveness of the Company's internal control over financial reporting as of April [removed: 28, 2023] [added: 26, 2024] 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: 28, 2023,] [added: 26, 2024,] 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.

As reported in our Quarterly [removed: Reports] [added: Report] on Form 10-Q for the [removed: second and third quarters] [added: first quarter] of fiscal year [removed: 2023,] [added: 2024,] 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: second and third quarters] [added: first quarter] of fiscal year [removed: 2023,] [added: 2024,] 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: second and third quarters] [added: first quarter] of fiscal year [removed: 2023,] [added: 2024,] 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: four notifications] [added: one notification] 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 [removed: first] [added: second, third,] and fourth quarters of fiscal year [removed: 2023.][added: 2024.]

Rule 10b5-1 Director and Officer Trading Arrangements

During the quarter ended April 26, 2024, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as those terms are defined in Item 408 of Regulation S-K.

Exchange Act Section 3(r) Disclosure

PART III

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

Not Applicable.

PART III

Part III of this Annual Report on Form 10-K incorporates information by reference from the Company's 2024 definitive proxy statement, which will be filed no later than 120 days after April 26, 2024.

The sections entitled “Proposal 1 — Election of Directors — Directors and [removed: Nominees,”] [added: Nominees” and] “Corporate Governance — Committees of the Board and [removed: Meetings,” and “Share Ownership Information — Delinquent Section 16(a) Report”] [added: Meetings”] in the Company's Proxy Statement for our [removed: 2023] [added: 2024] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 28, 2023,] [added: 26, 2024,] are incorporated herein by reference.

The following table shows the name, age, and position as of April [removed: 28, 2023] [added: 26, 2024] of each of our Executive Officers:

| Geoffrey S. Martha | | | | | | [removed: 53] [added: 54] | | | | | | Chairman and Chief Executive Officer | | |

| Ivan K. Fong | | | | | | [removed: 61] [added: 62] | | | | | | Executive Vice President, General Counsel and Corporate Secretary of the Company | | |

| Robert ten Hoedt | | | | | | [removed: 62] [added: 63] | | | | | | Executive Vice President and President, Global Regions | | |

| Karen L. Parkhill | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President and Chief Financial Officer | | |

| Sean Salmon | | | | | | [removed: 58] [added: 59] | | | | | | Executive Vice President and President, Cardiovascular Portfolio | | |

| Gregory L. Smith | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President, Global Operations and Supply Chain | | |

| Brett Wall | | | | | | [removed: 58] [added: 59] | | | | | | Executive Vice President and President, Neuroscience Portfolio | | |

| [removed: Robert J. White] [added: Michael Marinaro] | | | | | | [removed: 60] [added: 53] | | | | | | Executive Vice President and President, Medical Surgical Portfolio [added: and Surgical Operating Unit] | | |

Martha, age [removed: 53,] [added: 54,] is Chairman of the Board of Directors and Chief Executive Officer of Medtronic.

Fong, age [removed: 61,] [added: 62,] has been Executive Vice President, General Counsel and Corporate Secretary of the Company since February 2022.

Robert ten Hoedt, age [removed: 62,] [added: 63,] is Executive Vice President and President of the Global Regions.

Parkhill, age [removed: 57,] [added: 58,] joined the Company as Executive Vice President and Chief Financial Officer in June 2016.

Sean Salmon, age [removed: 58,] [added: 59,] has been Executive Vice President and President of Medtronic's Cardiovascular Portfolio since January 2021.

Prior to that, he served as Senior Vice President and President of Coronary and Structural Heart Business [added: within the Cardiac and Vascular Group of the Company beginning in July 2014.]

Gregory Smith, age [removed: 59,] [added: 60,] is Executive Vice President, Global Operations and Supply Chain, a position he has held since April 2021.

Brett Wall, age [removed: 58,] [added: 59,] is Executive Vice President and President of Medtronic’s Neuroscience Portfolio.

The Company has adopted an insider trading policy which governs the purchase, sale, and/or any other dispositions of our securities by directors, officers and employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.

Michael Marinaro, age 53, has served as Executive Vice President and President, Surgical Operating Unit since February 2023.

Mr. Marinaro previously served as President of Surgical Robotics and, prior thereto, was President of the Cardiac Rhythm Management Operating Unit.

Mr. Marinaro joined Medtronic in 2000 and has led numerous businesses across the company during that time.

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

Ms. Parkhill is also a current member of the Board of Directors for American Express.

within the Cardiac and Vascular Group of the Company beginning in July 2014.

Robert J.

White, age 60, is Executive Vice President and President, Medical Surgical Portfolio.

Since 2017, Mr. White has served as Executive Vice President and Group President of the Minimally Invasive Therapies Group of Medtronic.

Prior to that, he was Senior Vice President and President, Asia Pacific from January 2015 to December 2017.

He had served as President, Emerging Markets, President, Respiratory and Monitoring Solutions and Vice President and General Manager of Patient Monitoring at Covidien.

He also held various leadership positions at GE Healthcare and IBM.

Mr. White is also a current member of the Board of Directors of Smith & Nephew plc.

The [removed: sections entitled] [added: information required by Item 11 will be included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders under the headings] “Corporate Governance — Director Compensation,” “Corporate Governance — Committees of the Board and Meetings,” “Compensation Discussion and Analysis,” [removed: and] “Executive [removed: Compensation” in Medtronic's Proxy Statement for the Company's 2023 Annual General Meeting of Shareholders, which will be filed no later than 120 days after April 28, 2023, are] [added: Compensation,” and “Compensation Committee Report,” and is] incorporated herein by reference.

The Proxy Statement will be filed no later than 120 days after April 26, 2024.

The section entitled “Compensation Committee Report” in Medtronic's Proxy Statement for the Company's 2023 Annual General Meeting of Shareholders, which will be filed no later than 120 days after April 28, 2023, is furnished herein by reference.

The [removed: sections entitled] [added: information required by Item 12 will be included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders under the headings] “Share Ownership Information [removed: –] [added: —] Significant Shareholders,” “Share Ownership Information [removed: –] [added: —] Beneficial Ownership of Management,” and “Executive Compensation — Equity Compensation Plan [removed: Information” in Medtronic's Proxy Statement for the Company's 2023 Annual General Meeting of Shareholders, which will be filed no later than 120 days after April 28, 2023, are] [added: Information,” and is] incorporated herein by reference.

The Proxy Statement will be filed no later than 120 days after April 26, 2024.

The [removed: sections entitled] [added: information required by Item 13 will be included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders under the headings] “Corporate Governance — Director Independence” and “Corporate Governance — Related Party Transactions and Other [removed: Matters” in Medtronic's Proxy Statement for the Company's 2023 Annual General Meeting of Shareholders, which will be filed no later than 120 days after April 28, 2023, are] [added: Matters,” and is] incorporated herein by reference.

The Proxy Statement will be filed no later than 120 days after April 26, 2024.

The [removed: sections entitled] [added: information required by Item 14 will be included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders under the headings] “Corporate Governance — Committees of the Board and Meetings” and “Audit and Non-Audit [removed: Fees” in Medtronic's Proxy Statement for the Company's 2023 Annual General Meeting of Shareholders, which will be filed no later than 120 days after April 28, 2023, are] [added: Fees,” and is] incorporated herein by reference.

The Proxy Statement will be filed no later than 120 days after April 26, 2024.

| | | | Schedule II. Valuation and Qualifying Accounts — [added: fiscal] years ended April [added: 26, 2024, April] 28, 2023, [removed: April 29, 2022,] and April [removed: 30, 2021.] [added: 29, 2022.] | | |

| Allowance for doubtful [removed: accounts:] [added: accounts and credit losses:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fiscal year ended April 28, 2023 | | | [removed: $ |] 230 | | | | | [removed: $] | 73 | | | | | [removed: $] | — | | | | | [removed: $] | (127) | | [removed: (a)] | [added: (a)] | | [removed: $] | 176 | | [added: |]

| Fiscal year ended April 28, 2023 | | | [removed: $] [added: 6,583] | [removed: 628] | | | | | [removed: $] [added: 4,779] | [removed: 271] | | | | | [removed: $] [added: 39] | [removed: —] | | [added: (b)] | | | [removed: $] [added: (63)] | [removed: (231)] | | [removed: (b)] [added: (c)] | | | [removed: $] [added: 11,311] | [removed: 669] | |

| Fiscal year ended April [removed: 28, 2023] [added: 26, 2024] | | | $ | [removed: 6,583] [added: 11,311] | | | | | $ | [removed: 4,779] [added: 1,522] | | | | | $ | [removed: 39] [added: 3] | | [removed: (c)] [added: (b)] | | | $ | [removed: (63)] [added: (108)] | | [removed: (d)] [added: (c)] | | | $ | [removed: 11,311] [added: 13,271] | |

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

| [removed: (c)] [added: (b)] Reflects the impact from acquisitions. | | | | | |

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

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

| [removed: (f)] [added: (e)] Primarily reflects the impacts from tax rate changes. | | | | | |

| | | | [removed: 4.13] [added: 4.15] | | | | | | [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) | | | | | |

| | | | [removed: 4.14] [added: 4.16] | | | | | | [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) | | | | | |

| | | | [removed: 4.15] [added: 4.17] | | | | | | [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) | | | | | |

| | | | [removed: 4.16] [added: 4.18] | | | | | | [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) | | | | | |

| | | | [removed: 4.17] [added: 4.19] | | | | | | [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) | | | | | |

| | | | [removed: 4.18] [added: 4.20] | | | | | | [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) | | | | | |

| | | | [removed: 4.19] [added: 4.21] | | | | | | [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) | | | | | |

| | | | [removed: 4.20] [added: 4.22] | | | | | | [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) | | | | | |

| | | | [removed: 4.21] [added: 4.23] | | | | | | [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) | | | | | |

| | | | [removed: 4.22] [added: 4.24] | | | | | | [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) | | | | | |

| | | | [removed: 4.23] [added: 4.25] | | | | | | [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). | | | | | |

| | | | [removed: 4.24] [added: 4.26] | | | | | | [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). | | | | | |

| | | | [removed: #4.25] [added: #4.30] | | | | | | [Description of Registrant's [removed: Securities](https://www.sec.gov/Archives/edgar/data/1613103/000161310323000040/mdt-202310kxex425.htm).] [added: Securities](https://www.sec.gov/Archives/edgar/data/1613103/000161310324000072/mdt-202410kxex430.htm).] | | | | | |

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

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

| | | | [removed: *10.6] [added: *10.7] | | | | | | [Change of Control Severance Plan - Section 16B Officers (as amended and restated as of January 26, 2015) (incorporated by reference to Exhibit 10.14 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No. 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515020690/d858587dex1014.htm) | | | | | |

| | | | [removed: *10.7] [added: 10.84] | | | | | | [removed: [Letter Agreement by] [added: [Amendment No. 2] and [removed: between Medtronic, Inc.] [added: Extension Agreement to the Amended] and [removed: Carol Surface] [added: Restated Credit Agreement] dated [removed: August 22, 2013] [added: as of December 12, 2020] (incorporated by reference to Exhibit [removed: 10.44] [added: 10.85] to [removed: Medtronic, Inc.’s] [added: Medtronic plc’s] Annual Report on Form 10-K for the year ended April [removed: 25, 2014,] [added: 28, 2023,] filed on June [removed: 20, 2014,] [added: 22, 2023,] File No. [removed: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000006467014000010/mdt-20140425xex1044.htm)] [added: 001-36820).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001613103/000161310323000040/mdt-20230428.htm)] | | | | | |

| | | | *10.8 | | | | | | [Letter Agreement by and between Medtronic, Inc. and [removed: Bradley E. Lerman] [added: Karen Parkhill] dated May 2, [removed: 2014] [added: 2016] (incorporated by reference to Exhibit [removed: 10.4 of] [added: 10.1 to] Medtronic, [removed: Inc.’s Quarterly] [added: plc’s Current] Report on Form [removed: 10-Q for the quarter ended July 25, 2014,] [added: 8-K,] filed on [removed: August 29, 2014,] [added: May 4, 2016,] File No. [removed: 001-07707)](http://www.sec.gov/Archives/edgar/data/64670/000006467014000018/mdt2015q1-ex104.htm).] [added: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312516576336/d184885dex101.htm)] | | | | | |

| | | | [removed: *10.9] [added: *10.66] | | | | | | [removed: [Letter Agreement by and between Medtronic, Inc.] [added: [Medtronic plc Incentive Plan (as amended] and [removed: Karen Parkhill dated May 2, 2016] [added: restated effective January 26, 2015)] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.11] to [removed: Medtronic,] [added: Medtronic] plc’s Current Report on Form 8-K, filed on [removed: May 4, 2016,] [added: January 27, 2015,] File No. [removed: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312516576336/d184885dex101.htm)] [added: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515020690/d858587dex1011.htm)] | | | | | |