Item 8. Financial Statements and Supplementary Data

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Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Medtronic plc

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Medtronic plc and its subsidiaries (the "Company") as of April 25, 2025 and April 26, 2024, 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 25, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended April 25, 2025 appearing under Item 15 (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of April 25, 2025, 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 25, 2025 and April 26, 2024, and the results of its operations and its cash flows for each of the three years in the period ended April 25, 2025 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 25, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Income Tax Reserve for the Uncertain Tax Position Related to Puerto Rico Manufacturing

As described in Notes 13 and 18 to the consolidated financial statements, management records reserves for uncertain tax positions related to unresolved matters with the Internal Revenue Service (IRS) and other taxing authorities. A remaining unresolved issue with the IRS relates to the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico, which is one of the Company's manufacturing sites. These reserves are subject to a high degree of estimation and management judgment. Total reserves relating to uncertain tax positions as of April 25, 2025 were $2.902 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; 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 subjective.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the recognition of the income tax reserves for uncertain tax positions, as well as controls over measurement of the reserve for the uncertain tax position related to Puerto Rico manufacturing. These procedures also included, among others (i) testing management’s process for determining the reserve, (ii) evaluating the status and results of the related U.S. Tax Court case, and (iii) evaluating the consistency of the 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 U.S. Tax Court’s ruling.

/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
June 20, 2025

We have served as the Company’s auditor since 1963.

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Medtronic plc

Consolidated Statements of Income

Fiscal Year
(in millions, except per share data)202520242023
Net sales$33,537$32,364$31,227
Costs and expenses:
Cost of products sold, excluding amortization of intangible assets11,63211,21610,719
Research and development expense2,7322,7352,696
Selling, general, and administrative expense10,84910,73610,415
Amortization of intangible assets1,8071,6931,698
Restructuring charges, net267226375
Certain litigation charges, net317149(30)
Other operating (income) expense, net(23)464(131)
Operating profit5,9555,1445,485
Other non-operating income, net(402)(412)(515)
Interest expense, net729719636
Income before income taxes5,6284,8375,364
Income tax provision9361,1331,580
Net income4,6913,7053,784
Net income attributable to noncontrolling interests(29)(28)(26)
Net income attributable to Medtronic$4,662$3,676$3,758
Basic earnings per share$3.63$2.77$2.83
Diluted earnings per share$3.61$2.76$2.82
Basic weighted average shares outstanding1,285.61,327.71,329.8
Diluted weighted average shares outstanding1,289.91,330.21,332.8

The accompanying notes are an integral part of these consolidated financial statements.

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Medtronic plc

Consolidated Statements of Comprehensive Income

Fiscal Year
(in millions)202520242023
Net income$4,691$3,705$3,784
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on investment securities14946(49)
Translation adjustment853(848)(240)
Net investment hedges(1,474)633(596)
Net change in retirement obligations(110)21232
Unrealized (loss) gain on cash flow hedges(381)136(381)
Other comprehensive (loss) income(964)178(1,234)
Comprehensive income including noncontrolling interests3,7273,8832,549
Comprehensive income attributable to noncontrolling interests(31)(27)(26)
Comprehensive income attributable to Medtronic$3,696$3,856$2,524

The accompanying notes are an integral part of these consolidated financial statements.

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Medtronic plc

Consolidated Balance Sheets

(in millions, except share amounts)April 25, 2025April 26, 2024
ASSETS
Current assets:
Cash and cash equivalents$2,218$1,284
Investments6,7476,721
Accounts receivable, less allowances and credit losses of $199 and $173, respectively6,5156,128
Inventories5,4765,217
Other current assets2,8582,584
Total current assets23,81421,935
Property, plant, and equipment, net6,8376,131
Goodwill41,73740,986
Other intangible assets, net11,66713,225
Tax assets4,0403,657
Other assets3,5844,047
Total assets$91,680$89,981
LIABILITIES AND EQUITY
Current liabilities:
Current debt obligations$2,874$1,092
Accounts payable2,4492,410
Accrued compensation2,5142,375
Accrued income taxes1,3581,330
Other accrued expenses3,6833,582
Total current liabilities12,87910,789
Long-term debt25,64223,932
Accrued compensation and retirement benefits1,1581,101
Accrued income taxes1,5741,859
Deferred tax liabilities403515
Other liabilities1,7691,365
Total liabilities43,42439,561
Commitments and contingencies (Notes 3, 16, and 18)
Shareholders’ equity:
Ordinary shares— par value $0.0001, 2.6 billion shares authorized, 1,281,934,628 and 1,311,337,531 shares issued and outstanding, respectively——
Additional paid-in capital20,83323,129
Retained earnings31,47630,403
Accumulated other comprehensive loss(4,284)(3,318)
Total shareholders’ equity48,02450,214
Noncontrolling interests232206
Total equity48,25650,420
Total liabilities and equity$91,680$89,981

The accompanying notes are an integral part of these consolidated financial statements.

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Medtronic plc

Consolidated Statements of Equity

Ordinary SharesAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Shareholders’ EquityNoncontrolling InterestsTotal Equity
(in millions, except per share data)NumberPar Value
April 29, 20221,331$—$24,566$30,250$(2,265)$52,551$171$52,722
Net income———3,758—3,758263,784
Other comprehensive loss————(1,234)(1,234)—(1,234)
Dividends to shareholders ($2.72 per ordinary share)———(3,616)—(3,616)—(3,616)
Issuance of shares under stock purchase and award plans6—236——236—236
Repurchase of ordinary shares(6)—(571)——(571)—(571)
Stock-based compensation——355——355—355
Changes to noncontrolling ownership interests——5——5(15)(10)
April 28, 20231,331$—$24,590$30,392$(3,499)$51,483$182$51,665
Net income———3,676—3,676283,705
Other comprehensive income (loss)————180180(2)178
Dividends to shareholders ($2.76 per ordinary share)———(3,666)—(3,666)—(3,666)
Issuance of shares under stock purchase and award plans6—231——231—231
Repurchase of ordinary shares(25)—(2,084)——(2,084)—(2,084)
Stock-based compensation——393——393—393
Changes to noncontrolling ownership interests——————(2)(2)
April 26, 20241,311$—$23,129$30,403$(3,318)$50,214$206$50,420
Net income———4,662—4,662294,691
Other comprehensive (loss) income————(966)(966)2(964)
Dividends to shareholders ($2.80 per ordinary share)———(3,589)—(3,589)—(3,589)
Issuance of shares under stock purchase and award plans9—440——440—440
Repurchase of ordinary shares(38)—(3,166)——(3,166)—(3,166)
Stock-based compensation——429——429—429
Changes to noncontrolling ownership interests——————(6)(6)
April 25, 20251,282$—$20,833$31,476$(4,284)$48,024$232$48,256

The accompanying notes are an integral part of these consolidated financial statements.

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Medtronic plc

Consolidated Statements of Cash Flows

Fiscal Year
(in millions)202520242023
Operating Activities:
Net income$4,691$3,705$3,784
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization2,8612,6472,697
Provision for credit losses1239073
Deferred income taxes(316)(508)(226)
Stock-based compensation429393355
Loss on debt extinguishment——53
Asset impairments and related inventory write-downs—371—
Other, net310573270
Change in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable, net(433)(391)(576)
Inventories(292)(139)(939)
Accounts payable and accrued liabilities209391696
Other operating assets and liabilities(538)(345)(148)
Net cash provided by operating activities7,0446,7876,039
Investing Activities:
Acquisitions, net of cash acquired(98)(211)(1,867)
Additions to property, plant, and equipment(1,859)(1,587)(1,459)
Purchases of investments(8,226)(7,748)(7,514)
Sales and maturities of investments8,4957,4417,343
Other investing activities, net(249)(261)4
Net cash used in investing activities(1,937)(2,366)(3,493)
Financing Activities:
Change in current debt obligations, net(1,070)1,073—
Proceeds from short-term borrowings (maturities greater than 90 days)——2,284
Repayments from short-term borrowings (maturities greater than 90 days)——(2,279)
Issuance of long-term debt3,209—5,409
Payments on long-term debt——(6,012)
Dividends to shareholders(3,589)(3,666)(3,616)
Issuance of ordinary shares508284308
Repurchase of ordinary shares(3,235)(2,138)(645)
Other financing activities(184)(3)(409)
Net cash used in financing activities(4,361)(4,450)(4,960)
Effect of exchange rate changes on cash and cash equivalents188(230)243
Net change in cash and cash equivalents934(259)(2,171)
Cash and cash equivalents at beginning of period1,2841,5433,714
Cash and cash equivalents at end of period$2,218$1,284$1,543
Supplemental Cash Flow Information
Cash paid for:
Income taxes$1,819$1,622$1,548
Interest762826606

The accompanying notes are an integral part of these consolidated financial statements.

Medtronic plc

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Nature of Operations Medtronic plc (Medtronic or the Company) is the leading global healthcare technology company – alleviating pain, restoring health, and extending life for millions of people around the world. The Company provides innovative products and therapies to serve healthcare systems, physicians, clinicians, and patients. Medtronic was founded in 1949 and is headquartered in Galway, Ireland. In May 2025, the Company announced its intent to separate the Diabetes business, with the intention to create a new independent, publicly traded company. The separation is expected to be completed within 18 months of the initial announcement.

Principles of Consolidation The consolidated financial statements include the accounts of Medtronic plc, its wholly-owned subsidiaries, entities for which the Company has a controlling financial interest, and variable interest entities for which the Company is the primary beneficiary. Intercompany transactions and balances have been fully eliminated in consolidation. Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. Amounts reported in millions within this annual report are computed based on the amounts in thousands, and therefore, the sum of the components may not equal the total amount reported in millions due to rounding. Additionally, certain columns and rows within tables may not sum due to rounding.

Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States (U.S.) (U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are used when accounting for items such as income taxes, contingencies, goodwill, intangible assets, equity investments, and liability valuations. Actual results may or may not differ from those estimates.

Fiscal Year-End The Company utilizes a 52/53-week fiscal year, ending the last Friday in April, for the presentation of its consolidated financial statements and related notes thereto at April 25, 2025 and April 26, 2024 and for each of the three fiscal years ended April 25, 2025 (fiscal year 2025), April 26, 2024 (fiscal year 2024), and April 28, 2023 (fiscal year 2023).

Cash Equivalents The Company considers highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents. These investments are carried at cost, which approximates fair value.

Investments The Company invests in marketable debt and equity securities, investments for which the Company has elected the fair value option, investments that do not have readily determinable fair values, and investments accounted for under the equity method.

Marketable debt securities are classified and accounted for as available-for-sale. These investments are recorded at fair value in the consolidated balance sheets. The change in fair value for available-for-sale securities is recorded, net of taxes, as a component of accumulated other comprehensive loss on the consolidated balance sheets. The Company determines the appropriate classification of its investments in marketable debt securities at the time of purchase and reevaluates such determinations at each balance sheet date. The classification of marketable debt securities as current or long-term is based on the nature of the securities and the availability for use in current operations consistent with the Company's management of its capital structure and liquidity.

Certain of the Company’s investments in marketable equity securities and other securities are long-term, strategic investments in companies that are in various stages of development and are primarily included in other assets on the consolidated balance sheets. Marketable equity securities are recorded at fair value in the consolidated balance sheets. The change in fair value of marketable equity securities is recognized within other non-operating income, net in the consolidated statements of income. At each reporting period, the Company makes a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. Equity method investments for which the Company has elected the fair value option are valued using a discounted cash flow methodology, taking into consideration various assumptions including discount rate and all pertinent financial information available related to the investees, including the timing of anticipated product launches, historical financial results, and projections of future cash flows. Equity investments that do not have readily determinable fair values are measured using the measurement alternative at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Equity securities accounted for under the equity method are initially recorded at the amount of the Company’s investment and are adjusted each period for the Company’s share of the investee’s income or loss and dividends paid. Securities accounted for under the equity method are reviewed quarterly for changes in circumstance or the occurrence of events that suggest other than temporary impairment has occurred.

Accounts Receivable and Allowance for Doubtful Accounts and Credit Losses The Company grants credit to customers in the normal course of business and maintains an allowance for doubtful accounts for potential credit losses. When evaluating allowances for doubtful accounts, the Company considers various factors, including historical experience and customer-specific information. Uncollectible accounts are written-off against the allowance when it is deemed that a customer account is uncollectible.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. The Company reduces the carrying value of inventories for items that are potentially excess, obsolete, or slow-moving based on changes in customer demand, technology developments, or other economic factors.

Property, Plant, and Equipment Property, plant, and equipment is stated at cost and depreciated over the useful lives of the assets using the straight-line method. Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. The Company assesses property, plant, and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of asset groupings may not be recoverable. The cost of interest that is incurred in connection with significant ongoing construction projects is capitalized using a weighted average interest rate. These costs are included in property, plant, and equipment and amortized over the useful life of the related asset. Upon retirement or disposal of property, plant, and equipment, the costs and related amounts of accumulated depreciation or amortization are eliminated from the asset and accumulated depreciation accounts. The difference, if any, between the net asset value and the proceeds, is recognized in earnings.

Goodwill and Intangible Assets Goodwill is the excess of the purchase price over the estimated fair value of identified net assets of acquired businesses. The Company assesses goodwill for impairment annually in the third quarter of the fiscal year and whenever an event occurs or circumstances change that would indicate the carrying amount may be impaired. Impairment testing for goodwill is performed at a reporting unit level. The Company calculates the excess of each reporting unit's fair value over its carrying amount, including goodwill, utilizing a discounted cash flow analysis and revenue and earnings multiples using comparable public company information. The test for impairment of goodwill requires the Company to make several estimates related to projected future cash flows and appropriate multiples to determine the fair value of the goodwill reporting units. 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. An impairment loss is recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit.

Intangible assets include patents, trademarks, tradenames, customer relationships, purchased technology, and in-process research and development (IPR&D). Intangible assets with a definite life are amortized on a straight-line basis with estimated useful lives typically ranging from three to 20 years. Amortization is recognized within amortization of intangible assets in the consolidated statements of income. Intangible assets with a definite life are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group, which includes intangible assets, may not be recoverable.

When events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable, the Company compares the asset group's carrying value to its undiscounted future cash flows. If the carrying value is not recoverable, an impairment loss is recognized based on the amount by which the carrying value exceeds the fair value. The fair value of an asset group is estimated by utilizing a discounted cash flow analysis.

Acquired IPR&D represents the fair value assigned to those research and development projects that were primarily acquired in a business combination for which the related products have not received regulatory approval and have no alternative future use. IPR&D is capitalized at its fair value as an indefinite-lived intangible asset, and any development costs incurred after the acquisition are expensed as incurred. The fair value of IPR&D is determined by estimating the future cash flows of each project and discounting the net cash flows back to their present values. Upon achieving regulatory approval or commercial viability for the related product, the indefinite-lived intangible asset is accounted for as a definite-lived asset and is amortized on a straight-line basis over the estimated useful life. If the project is not completed or is terminated or abandoned, the Company may have an impairment related to the IPR&D, which is charged to expense. Indefinite-lived intangible assets are tested for impairment annually in the third quarter of the fiscal year, prior to moving to definite-lived, and whenever events or changes in circumstances indicate that the carrying amount may be impaired. Impairment is calculated as the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted future cash flow analysis. IPR&D with no alternative future use acquired outside of a business combination is expensed immediately.

Contingent Consideration Certain of the Company’s business combinations involve potential payment or receipt of future consideration that is contingent upon the achievement of certain product development milestones and/or contingent on the acquired business reaching certain performance milestones. The Company records contingent consideration at fair value at the date of acquisition or divestiture based on the consideration expected to be transferred, estimated as the probability-weighted future cash flows, discounted back to present value. The fair value of contingent consideration is measured using projected payment dates, discount rates, probabilities of payment, and projected revenues (for revenue-based considerations). Projected revenues are based on the Company’s most recent internal operational budgets and long-range strategic plans. The discount rate used is determined at the time of measurement in accordance with accepted valuation methodologies. Changes in projected revenues, probabilities of payment, discount rates, and projected payment dates may result in adjustments to the fair value measurements. Contingent consideration is remeasured each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized as income or expense within other operating (income) expense, net in the consolidated statements of income. Contingent consideration payments made or received soon after the acquisition date are classified as investing activities in the consolidated statements of cash flows. Contingent consideration payments not made or received soon after the acquisition date that are related to the acquisition date fair value are reported as financing activities in the consolidated

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

statements of cash flows, and amounts paid or received in excess of the original acquisition date fair value are reported as operating activities in the consolidated statements of cash flows.

Self-Insurance The Company self-insures the majority of its insurable risks, including medical and dental costs, disability coverage, physical loss to property, business interruptions, workers’ compensation, comprehensive general, and product liability. Insurance coverage is obtained for risks required to be insured by law or contract. The Company uses claims data and historical experience, as applicable, to estimate liabilities associated with the exposures that the Company has self-insured.

Retirement Benefit Plan Assumptions The Company sponsors various retirement benefit plans, including defined benefit pension plans, post-retirement medical plans, defined contribution savings plans, and termination indemnity plans, covering substantially all U.S. employees and many employees outside the U.S. Refer to Note 15 for assumptions used in determining pension and post-retirement benefit costs and liabilities.

Derivatives The Company recognizes all derivative financial instruments in its consolidated financial statements at fair value in accordance with authoritative guidance on derivatives and hedging, and presents assets and liabilities associated with derivative financial instruments on a gross basis in the consolidated financial statements. For derivative instruments that are designated and qualify as hedging instruments, the hedging instrument must be designated as a fair value hedge, cash flow hedge, or hedges of net investments, based upon the exposure being hedged. See Note 7 for more information on the Company's derivative instruments and hedging programs.

Fair Value Measurements The Company follows the authoritative guidance on fair value measurements and disclosures with respect to assets and liabilities that are measured at fair value on both a recurring and nonrecurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability, based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The categorization of financial assets and financial liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels defined as follows:

  • Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities.

  • Level 2 - Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly.

  • Level 3 - Inputs are unobservable for the asset or liability.

Financial assets that are classified as Level 1 securities include highly liquid government bonds within U.S. government and agency securities, mutual funds, short-term investments, and equity securities for which quoted market prices are available. In addition, the Company classifies currency exchange rate contracts as Level 1 since they are valued using quoted market prices in active markets which have identical assets or liabilities.

The valuation for most fixed maturity securities are classified as Level 2. Financial assets that are classified as Level 2 include corporate debt securities, government and agency securities, other asset-backed securities, and mortgage-backed securities whose value is determined using inputs that are observable in the market or may be derived principally from, or corroborated by, observable market data such as pricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark securities. In addition, total return swaps are included in Level 2 as the Company uses inputs other than quoted prices that are observable for the asset. The Level 2 derivative instruments are primarily valued using standard calculations and models that use readily observable market data as their basis.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable. Financial assets that are classified as Level 3 include certain investment securities for which there is limited market activity such that the determination of fair value requires significant judgment or estimation, equity method investments for which the Company has elected the fair value option, and auction rate securities. The investment securities with limited market activity are valued using third-party pricing sources that incorporate transaction details such as contractual terms, maturity, timing, and amount of expected future cash flows, as well as assumptions about liquidity and credit valuation adjustments by market participants. The fair value of auction rate securities is estimated by the Company using a discounted cash flow model, which incorporates significant unobservable inputs. The significant unobservable inputs used in the fair value measurement of the Company’s auction rate securities are years to principal recovery and the illiquidity premium that is incorporated into the discount rate.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Valuation techniques for investments valued using the fair value option are included in the "Investments" section above. For goodwill, other intangible assets, and IPR&D, inputs used in the fair value analysis fall within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs to determine fair value.

Certain investments for which the fair value is measured using the net asset value per share (or its equivalent) practical expedient are excluded from the fair value hierarchy. Financial assets for which the fair value is measured using the net asset value per share practical expedient include equity and fixed income commingled trusts, partnership units, and registered investment companies.

Revenue Recognition The Company primarily sells its products through direct sales representatives and independent distributors. Additionally, a portion of the Company's revenue is generated from consignment inventory maintained at hospitals and royalty and intellectual property arrangements. The Company recognizes revenue when control is transferred to the customer. For products sold through direct sales representatives and independent distributors, control is typically transferred upon shipment or upon delivery, based on the contract terms and legal requirements. For certain of our capital equipment, control is transferred upon installation. For consignment inventory, control is transferred when the product is used or implanted. Payment terms vary depending on the country of sale, type of customer, and type of product.

If a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based on relative standalone selling price. Shipping and handling is treated as a fulfillment activity rather than a promised service, and therefore, is not considered a performance obligation. Taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue producing transaction and collected by the Company from customers (for example, sales, use, value added, and some excise taxes) are not included in revenue. For contracts that have an original duration of one year or less, the Company uses the practical expedient applicable to such contracts and does not adjust the transaction price for the time value of money.

The amount of revenue recognized reflects sales rebates and returns, which are estimated based on sales terms, historical experience, and trend analysis. In estimating rebates, the Company considers the lag time between the point of sale and the payment of the rebate claim, the stated rebate rates, and other relevant information. The Company records adjustments to rebates and returns reserves as increases or decreases of revenue.

The Company records a deferred revenue liability if a customer pays consideration, or the Company has the right to invoice, before the Company transfers a good or service to the customer. Deferred revenue primarily represents remote monitoring services and equipment maintenance, for which consideration is received at the same time as consideration for the device or equipment. Revenue related to remote monitoring services and equipment maintenance is recognized over the service period as time elapses.

Shipping and Handling Shipping and handling costs incurred to physically move product from the Company's premises to the customer's premises are recognized in selling, general, and administrative expense in the consolidated statements of income and were $322 million, $341 million, and $351 million in fiscal years 2025, 2024, and 2023, respectively. Other shipping and handling costs incurred to store, move, and prepare products for shipment are recognized in cost of products sold in the consolidated statements of income.

Research and Development Research and development costs are expensed when incurred. Research and development costs include costs of research, engineering, and technical activities to develop a new product or service or make significant improvement to an existing product or manufacturing process. Research and development costs also include pre-approval regulatory and clinical trial expenses and license payments for technology not yet approved by regulators.

Contingencies The Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies related to legal actions when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed.

Income Taxes The Company has deferred taxes that arise as a result of the different treatment of transactions for U.S. GAAP and income tax accounting, known as temporary differences. The Company records the tax effect of these temporary differences as deferred tax assets and deferred tax liabilities. Deferred tax assets generally represent items that may be used as a tax deduction or credit in a tax return in future years for which the Company has already recognized the tax benefit in the consolidated statements of income. The Company establishes valuation allowances for deferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit. Deferred tax liabilities generally represent tax expense for which payment has been deferred or expense has already been taken as a deduction on the Company’s tax return but has not yet been recognized as an expense in the consolidated statements of income. See Note 13 for more information on the Company's uncertain tax positions and tax policies.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Other Operating (Income) Expense, Net Other operating (income) expense, net primarily includes royalty expense, currency remeasurement and derivative gains and losses, changes in fair value of contingent consideration, certain acquisition and divestiture-related items, income from funded research and development arrangements, Puerto Rico excise taxes, and commitments to the Medtronic Foundation and Medtronic LABS.

Other Non-Operating Income, Net Other non-operating income, net includes the non-service component of net periodic pension and post-retirement benefit cost, investment gains and losses, and interest income, which includes income on marketable debt securities and our global liquidity structures.

Currency Translation Assets and liabilities of non-U.S. dollar functional currency entities are translated to U.S. dollars at period-end exchange rates, and the currency impacts arising from the translation of the assets and liabilities are recorded as a cumulative translation adjustment, a component of accumulated other comprehensive loss, on the consolidated balance sheets. Elements of the consolidated statements of income are translated at the average monthly currency exchange rates in effect during the period. Currency transaction gains and losses are included in other operating (income) expense, net in the consolidated statements of income.

Stock-Based Compensation The Company measures stock-based compensation expense at the grant date based on the fair value of the award and recognizes the compensation expense over the requisite service period, which is generally the vesting period. The amount of stock-based compensation expense recognized during a period is based on the portion of the awards that are expected to vest. The Company estimates pre-vesting forfeitures at the time of grant and revises the estimates in subsequent periods.

Recently Adopted Accounting Standards

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 but did require additional disclosures. Refer to Note 6 for additional information.

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 retrospectively adopted this guidance beginning in the fourth quarter of fiscal year 2025. The adoption of this standard did not have a material impact on the Company's consolidated financial statements but did require additional disclosures. Refer to Note 19 for additional information.

Not Yet Adopted Accounting Standards

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.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220-40), which requires tabular disclosures disaggregating certain costs and expenses within relevant income statement captions. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2028 for our annual report and for interim periods starting in fiscal year 2029. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

2. Revenue

The Company's revenues are principally derived from device-based medical therapies and services related to cardiac rhythm disorders, cardiovascular disease, hypertension, neurological surgery technologies, neurological disorders and diseases, spinal conditions and musculoskeletal trauma, chronic pain, ear, nose, and throat conditions, urological and digestive disorders, advanced and general surgical care products, respiratory and monitoring solutions, and diabetes conditions. The Company's primary customers include healthcare systems, clinics, third-party healthcare providers, distributors, and other institutions, including governmental healthcare programs and group purchasing organizations. Starting in the first quarter of fiscal year 2025, the Company combined the non-U.S. developed markets and the emerging markets into an international market geography. Prior period net sales have been recast to conform to the new presentation.

The table below illustrates net sales by segment and division and by market geography for fiscal years 2025, 2024, and 2023. The U.S. revenue includes United States and U.S. territories, and the international revenue includes all other non-U.S. countries.

Worldwide
Fiscal year
(in millions)202520242023
Cardiac Rhythm & Heart Failure$6,392$5,995$5,783
Structural Heart & Aortic3,5543,3583,363
Coronary & Peripheral Vascular2,5352,4782,375
Cardiovascular12,48111,83111,522
Cranial & Spinal Technologies4,9734,7564,451
Specialty Therapies2,9402,9052,815
Neuromodulation1,9321,7461,693
Neuroscience9,8469,4068,959
Surgical & Endoscopy6,4986,5086,152
Acute Care & Monitoring1,9091,9081,837
Medical Surgical8,4078,4177,989
Diabetes2,7552,4882,262
Reportable segment net sales33,48932,14230,731
Other operating segment(1)137221495
Other adjustments(2)(90)——
Total net sales$33,537$32,364$31,227
U.S.International
Fiscal year
(in millions)202520242023202520242023
Cardiovascular$5,804$5,597$5,796$6,677$6,234$5,725
Neuroscience6,7136,3056,0183,1333,1012,941
Medical Surgical3,6643,7173,5494,7444,7004,440
Diabetes9238528491,8321,6361,413
Reportable segment net sales17,10416,47116,21216,38615,67114,519
Other operating segment(1)689116070131335
Other adjustments(2)———(90)——
Total net sales$17,171$16,562$16,373$16,365$15,802$14,854

(1)Includes operations and ongoing transition agreements from businesses the Company has exited or divested.

(2)Incremental Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015.

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. At April 25, 2025, $983 million of rebates were classified as other accrued expenses, and $680 million of reba

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

tes were classified as a reduction of accounts receivable in the consolidated balance sheet. At April 26, 2024, $1.0 billion of rebates were classified as other accrued expenses, and $574 million of rebates were classified as a reduction of accounts receivable in the consolidated balance sheet. During fiscal year 2025, adjustments to rebate and return reserves recorded in prior periods were not material.

Deferred Revenue and Remaining Performance Obligations

Deferred revenue at April 25, 2025 and April 26, 2024 was $446 million and $453 million, respectively. At April 25, 2025 and April 26, 2024, $354 million and $352 million was included in other accrued expenses, respectively, and $92 million and $101 million was included in other liabilities, respectively. During the fiscal year ended April 25, 2025, the Company recognized $320 million of revenue that was included in deferred revenue as of April 26, 2024. During the fiscal year ended April 26, 2024, the Company recognized $324 million of revenue that was included in deferred revenue at April 28, 2023.

Remaining performance obligations include goods and services that have not yet been delivered or provided under existing, noncancellable contracts with minimum purchase commitments. At April 25, 2025, the estimated revenue expected to be recognized in future periods related to unsatisfied performance obligations for executed contracts with an original duration of one year or more was approximately $0.3 billion. The Company expects to recognize revenue on the majority of these remaining performance obligations over the next three years.

3. Acquisitions, Dispositions, and Funded Research and Development Arrangements

Acquisition Activity

The Company had acquisitions during fiscal years 2025 and 2024 that were accounted for as business combinations. The assets and liabilities of the businesses acquired were recorded and consolidated on the acquisition date at their respective fair values. Goodwill resulting from business combinations is largely attributable to future, yet to be defined technologies, new customer relationships, existing workforce of the acquired businesses, and synergies expected to arise after the Company's acquisition of these businesses. The results of operations of acquired businesses have been included in the Company’s consolidated statements of income since the date each business was acquired. The results of operations of acquired businesses and the pro forma impact of the acquisitions during fiscal years 2025 and 2024 was not significant, either individually or in the aggregate, to the consolidated results of the Company. Purchase price allocation adjustments for fiscal years 2025 and 2024 business combinations were not significant.

Fiscal Year 2025

The acquisition date fair value of net assets acquired during fiscal year 2025 was $128 million, consisting of $159 million of assets acquired and $31 million of liabilities assumed. Based on preliminary valuations, assets acquired were primarily comprised of $108 million of goodwill and $50 million of IPR&D. The goodwill is not deductible for tax purposes. The Company recognized $20 million of non-cash contingent consideration liabilities in connection with these business combinations during fiscal year 2025, which comprised of other milestone-based payments.

Fiscal Year 2024

The acquisition date fair value of net assets acquired during fiscal year 2024 was $335 million, consisting of $338 million of assets acquired and $3 million of liabilities assumed. Assets acquired were primarily comprised of $131 million of goodwill, $150 million of IPR&D, and $29 million of technology-based intangible assets with estimated useful lives of 10 years. For tax purposes, $51 million of goodwill is deductible while $80 million is not deductible. The IPR&D was placed into service as a definite-lived intangible asset during the second quarter of fiscal year 2025. The Company recognized $30 million of non-cash contingent consideration liabilities in connection with these business combinations during fiscal year 2024, which are comprised of revenue and product development milestone-based payments.

Disposal Activity

Ventilator Product Line Exit

In February 2024, the Company announced the decision to exit its ventilator product line and retain and combine the remaining Patient Monitoring and Respiratory Interventions (PMRI) businesses into one business unit called Acute Care and Monitoring (ACM). In connection with this decision, the Company recorded pre-tax charges of $439 million, including $369 million recognized within other operating (income) expense, net and $70 million recognized in cost of products sold in the consolidated statements of income in fiscal year 2024. The charges included $371 million of non-cash impairments and write-downs primarily related to $295 million of long-lived asset impairments to write-down the value of related intangible assets to zero and $70 million of inventory-write downs. The other charges primarily related to contract cancellation costs and severance. The Company will continue to honor existing ventilator contracts to serve the needs of its customers and their patients.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Renal Care Solutions (RCS) Disposition

In May 2022, the Company and DaVita Inc. (DaVita) entered into a definitive agreement for the Company to sell half of its RCS business, and on April 1, 2023, completed the transaction. This sale was part of an agreement between Medtronic and DaVita to form a new, independent kidney care-focused medical device company (“Mozarc Medical” or "Mozarc") with equal equity ownership. At closing, the Company received $45 million cash consideration, recorded non-cash contingent consideration receivables valued at $195 million, made an additional cash investment of $224 million, and retained a 50% non-controlling equity interest in Mozarc valued at $307 million. For the contingent consideration receivables, the maximum consideration the Company could receive in the future is $300 million based on the achievement of certain milestones, as further described below. The Company recorded non-cash pre-tax charges of $136 million in fiscal year 2023, primarily related to impairment of goodwill and changes in the carrying amount of the disposal group, recognized in other operating (income) expense, net in the consolidated statements of income. Refer to Note 9 to the consolidated financial statements for additional information on the goodwill impairment. Refer to Note 5 to the consolidated financial statements for additional information on the Company’s retained 50% equity investment in Mozarc as a result of this transaction.

The Company determined that the sale of the RCS business did not meet the criteria to be classified as discontinued operations.

Contingent Consideration

Certain of the Company’s business combinations involve potential payment of future consideration that is contingent upon the achievement of certain product development milestones and/or contingent on the acquired business reaching certain performance milestones. A liability is recorded for the estimated fair value of the contingent consideration on the acquisition date. The fair value of the contingent consideration is remeasured at each reporting period, and the change in fair value is recognized within other operating (income) expense, net in the consolidated statements of income.

The fair value of contingent consideration liabilities at April 25, 2025 and April 26, 2024 was $81 million and $149 million, respectively. At April 25, 2025, $31 million was recorded in other accrued expenses, and $50 million was recorded in other liabilities on the consolidated balance sheets. At April 26, 2024, $96 million was reflected in other accrued expenses, and $53 million was reflected in other liabilities on the consolidated balance sheets.

The following table provides a reconciliation of the beginning and ending balances of contingent consideration liabilities:

Fiscal Year
(in millions)20252024
Beginning Balance$149$206
Purchase price contingent consideration2030
Payments(86)(104)
Change in fair value(2)18
Ending Balance$81$149

The recurring Level 3 fair value measurements of contingent consideration for which a liability is recorded include the following significant unobservable inputs:

(in millions)Fair Value at April 25, 2025Unobservable InputRangeWeighted Average (1)
Revenue and other performance-based payments$54Discount rate16.5% - 28.2%23.1%
Projected fiscal year of payment2026 - 20292027
Product development and other milestone-based payments$27Discount rate5.5%5.5%
Projected fiscal year of payment2026 - 20282027

(1)Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected fiscal year of payment, the amount represents the median of the inputs and is not a weighted average.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

In connection with the sale of our RCS business as further discussed above, the Company may be entitled to receive additional consideration based on the achievement of certain revenue, regulatory, and profitability milestones, with potential payouts starting in fiscal year 2026 through 2029. The fair value of the contingent consideration receivable at April 25, 2025 and April 26, 2024 was $13 million and $58 million, respectively, and was recorded in other assets in the consolidated balance sheet.

The following table provides a reconciliation of the beginning and ending balances of the Level 3 measurement of contingent consideration receivable:

Fiscal Year
(in millions)20252024
Beginning balance$58$195
Change in fair value(45)(138)
Ending balance$13$58

Funded Research and Development Arrangements

The Company has entered into various arrangements with affiliates of Blackstone Life Sciences Advisors L.L.C. (collectively, "Blackstone") to receive funding related to the development of certain products within the Cardiovascular Portfolio and Diabetes Operating Unit. As there is substantive and genuine transfer of risk to Blackstone, the development funding is recognized by Medtronic as an obligation to perform contractual services. The Company recognizes the funding as income within other operating (income) expense, net as the research and development costs are incurred and funding payments become due. Under these arrangements, the Company recognized income of $181 million, $174 million, and $202 million in fiscal years 2025, 2024, and 2023, respectively. As of April 25, 2025, the Company is eligible to receive additional funding of $391 million under these arrangements.

Following potential U.S. regulatory approval and commercial launch of each product covered by the Blackstone agreements, Blackstone will be eligible to receive a combination of fixed regulatory and commercial milestone payments up to $1.2 billion and royalties based on percent of sales of such products. Under certain termination provisions, the Company's payment obligation will survive, and in certain termination circumstances, a payment to Blackstone of a multiple of the funded amounts may be required. At the time of executing these contracts, the occurrence of such circumstances was deemed to be remote.

4. Restructuring Charges

In fiscal years 2025 and 2024, the Company incurred $303 million and $389 million, respectively, of restructuring and associated costs primarily related to cost reduction initiatives, which predominantly included employee termination benefits, facility consolidations, and asset write-downs, and specifically for fiscal year 2025, contract terminations. In fiscal year 2023, restructuring costs primarily related to Enterprise Excellence and Simplification restructuring programs, both of which were substantially completed as of the end fiscal year 2023. Enterprise Excellence was designed to leverage the Company’s global size and scale to focus on global operations, and functional and commercial optimization, and had total cumulative pre-tax charges of $1.8 billion. Simplification was designed to focus the organization on accelerating innovation, enhancing customer experience, driving revenue growth and winning market share, and had total cumulative pre-tax charges of $0.5 billion. In addition, in the fourth quarter of fiscal year 2023, the Company incurred $0.3 billion of restructuring charges primarily related to employee termination benefits to support cost reduction initiatives. These charges were incremental to charges incurred under our Enterprise Excellence and Simplification programs noted above.

Employee-related costs primarily consist of termination benefits provided to employees who have been involuntarily terminated and, specifically for fiscal year 2023, voluntary early retirement benefits. Associated and other costs primarily include salaries and wages of employees that are fully-dedicated to restructuring activities, consulting fees, asset write-offs, and contract terminations.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The following table presents the classification of restructuring costs in the consolidated statements of income:

Fiscal year
(in millions)202520242023
Cost of products sold$26$55$97
Selling, general, and administrative expenses10108173
Restructuring charges, net(1)267226375
Total restructuring and associated costs$303$389$647

(1)In fiscal year 2023, restructuring charges, net included $94 million of incremental defined benefit, defined contribution, and post-retirement related expenses for employees that accepted voluntary early retirement packages.

The following table summarizes the activity related to restructuring programs for fiscal years 2025 and 2024:

(in millions)Employee Termination BenefitsAssociated and Other CostsTotal
April 28, 2023$204$25$230
Charges233163396
Cash payments(292)(161)(453)
Settled non-cash—(16)(16)
Accrual adjustments(1)(8)—(8)
April 26, 202413611147
Charges24082322
Cash payments(225)(48)(273)
Settled non-cash—(27)(27)
Accrual adjustments(1)(19)—(19)
April 25, 2025$132$18$150

(1)Accrual adjustments relate to certain employees identified for termination finding other positions within the Company.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

5. Financial Instruments

Debt Securities

The Company holds investments in marketable debt securities that are classified and accounted for as available-for-sale and are remeasured on a recurring basis. The following tables summarize the Company's investments in available-for-sale debt securities by significant investment category and the related consolidated balance sheet classification at April 25, 2025 and April 26, 2024:

April 25, 2025
ValuationBalance Sheet Classification
(in millions)CostUnrealized GainsUnrealized LossesFair ValueInvestmentsOther Assets
Level 1:
U.S. government and agency securities$417$—$(7)$410$410$—
Level 2:
Corporate debt securities3,54017(36)3,5213,521—
U.S. government and agency securities835—(20)814814—
Mortgage-backed securities9484(29)923923—
Non-U.S. government and agency securities6——66—
Other asset-backed securities1,0445(6)1,0441,044—
Total Level 26,37326(91)6,3086,308—
Level 3:
Auction rate securities36—(3)33—33
Total available-for-sale debt securities$6,826$26$(100)$6,752$6,719$33
April 26, 2024
ValuationBalance Sheet Classification
(in millions)CostUnrealized GainsUnrealized LossesFair ValueInvestmentsOther Assets
Level 1:
U.S. government and agency securities$494$—$(22)$472$472$—
Level 2:
Corporate debt securities3,9534(125)3,8323,832—
U.S. government and agency securities847—(43)804804—
Mortgage-backed securities6921(50)643643—
Non-U.S. government and agency securities5——55—
Other asset-backed securities9412(9)934934—
Total Level 26,4387(227)6,2186,218—
Level 3:
Auction rate securities36—(3)33—33
Total available-for-sale debt securities$6,968$7$(252)$6,723$6,690$33

The amortized cost of debt securities excludes accrued interest, which is reported in other current assets in the consolidated balance sheets.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The following tables present the gross unrealized losses and fair values of the Company’s available-for-sale debt securities that have been in a continuous unrealized loss position deemed to be temporary, aggregated by investment category at April 25, 2025 and April 26, 2024:

April 25, 2025
Less than 12 monthsMore than 12 months
(in millions)Fair ValueUnrealized LossesFair ValueUnrealized Losses
Corporate debt securities$702$(7)$1,235$(29)
U.S. government and agency securities110(1)641(25)
Mortgage-backed securities2(1)614(28)
Other asset-backed securities——469(6)
Auction rate securities——33(3)
Total$814$(9)$2,993$(91)
April 26, 2024
Less than 12 monthsMore than 12 months
(in millions)Fair ValueUnrealized LossesFair ValueUnrealized Losses
Corporate debt securities$661$(10)$2,448$(116)
U.S. government and agency securities177(4)730(61)
Mortgage-backed securities——582(50)
Other asset-backed securities——502(9)
Auction rate securities——33(3)
Total$838$(14)$4,296$(238)

The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. There were no transfers into or out of Level 3 during the fiscal years ended April 25, 2025 and April 26, 2024. When a determination is made to classify an asset or liability within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement.

The table below includes activity related to the Company’s available-for-sale debt securities portfolio. Gains and losses on available-for-sale debt securities are recognized in other non-operating income, net in the consolidated statements of income.

Fiscal Year
(in millions)202520242023
Proceeds from sales$8,213$7,359$7,321
Gross realized gains252410
Gross realized losses(19)(26)(43)

The contractual maturities of available-for-sale debt securities at April 25, 2025 are shown in the following table. Within the table, maturities of mortgage-backed securities have been allocated based upon timing of estimated cash flows assuming no change in the current interest rate environment. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.

(in millions)Amortized CostFair Value
Due in one year or less$1,458$1,448
Due after one year through five years3,1833,149
Due after five years through ten years845843
Due after ten years1,3401,313
Total$6,826$6,752

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Interest income, which includes income on marketable debt securities and the global liquidity structures, is recognized in other non-operating income, net, in the consolidated statements of income. For fiscal years 2025, 2024, and 2023 there was $511 million, $597 million, and $386 million of interest income, respectively.

Equity Securities, Equity Method Investments, and Other Investments

The following table summarizes the Company's equity and other investments at April 25, 2025 and April 26, 2024, which are classified as primarily other assets in the consolidated balance sheets:

(in millions)April 25, 2025April 26, 2024
Investments with readily determinable fair value (marketable equity securities)$17$28
Investments for which the fair value option has been elected140311
Investments without readily determinable fair values705859
Equity method and other investments8984
Total equity and other investments$951$1,282

The table below includes activity related to the Company's portfolio of equity and other investments. The activity for fiscal years 2024 and 2023 was not significant. Gains and losses on equity and other investments are recognized in other non-operating income, net in the consolidated statements of income.

Fiscal Year
(in millions)2025
Proceeds from sales$308
Gross gains108
Gross losses(204)
Impairment losses recognized(135)

During fiscal year 2025, there were $181 million of net unrealized losses on equity securities and other investments still held at April 25, 2025. During fiscal year 2024, there were $291 million of net unrealized losses on equity securities and other investments still held at April 26, 2024.

Mozarc Medical Investment

As further described in Note 3, on April 1, 2023 the Company sold half of its RCS business to Mozarc, and as a result of the transaction the Company retained a 50% equity interest in Mozarc. Although the equity investment provides the Company with the ability to exercise significant influence over Mozarc, the Company has elected the fair value option to account for this equity investment. The Company believes the fair value option best reflects the economics of the underlying transaction.

Under the fair value option, changes in the fair value of the investment are recognized through earnings each reporting period in other non-operating income, net in the consolidated statements of income. During fiscal year 2025 and 2024, the Company recognized a loss of $171 million and $220 million, respectively, primarily driven by the timing of anticipated product launches, historical financial results, and projections of future cash flows.

The following table provides a reconciliation of the beginning and ending balances of the Mozarc investment for which the fair value option has been elected:

Fiscal Year
(in millions)20252024
Beginning Balance$311$531
Change in fair value(171)(220)
Ending Balance$140$311

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

6. Financing Arrangements

Current debt obligations consisted of the following:

(in millions)April 25, 2025April 26, 2024
Bank borrowings$13$13
0.250 percent six-year 2019 senior notes1,142—
0.000 percent five-year 2020 senior notes1,142—
2.625 percent three-year 2022 senior notes571—
Finance lease obligations66
Commercial Paper—1,073
Current debt obligations$2,874$1,092

Commercial Paper In January 2015, Medtronic Global Holdings S.C.A. (Medtronic Luxco), an entity organized under the laws of Luxembourg, entered into various agreements pursuant to which Medtronic Luxco may issue United States Dollar-denominated unsecured commercial paper notes (the 2015 CP Program) on a private placement basis, and in January 2020, Medtronic Luxco entered into various agreements pursuant to which Medtronic Luxco may issue Euro-denominated unsecured commercial paper notes (the 2020 CP Program) on a private placement basis. The maximum aggregate amount outstanding at any time under the 2015 CP Program and the 2020 CP Program together may not exceed the equivalent of $3.5 billion. The Company and Medtronic, Inc. have guaranteed the obligations of Medtronic Luxco under the 2015 CP Program and the 2020 CP Program.

There was no commercial paper outstanding at April 25, 2025. During fiscal year 2025, the weighted average original maturity of the commercial paper outstanding was approximately 13 days and the weighted average interest rate was 5.02 percent. There was $1.1 billion commercial paper outstanding at April 26, 2024. During fiscal year 2024, the weighted average original maturity of the commercial paper outstanding was approximately 20 days and the weighted average interest rate was 5.45 percent. The issuance of commercial paper reduces the amount of credit available under the Company's existing credit facility, defined below.

Line of Credit In October 2024, Medtronic Luxco, as borrower, entered into an amendment to its amended and restated credit agreement (Credit Facility), by and among Medtronic, Medtronic, Inc., Medtronic Luxco, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent and issuing bank, extending the maturity date of the Credit Facility to December 2029.

The Credit Facility provides for a $3.5 billion five-year unsecured revolving credit facility (Credit Facility). At each anniversary date of the Credit Facility, we can request a one-year extension of the maturity date. The Credit Facility provides the Company with the ability to increase its borrowing capacity by an additional $1.0 billion at any time during the term of the agreement. The Company and Medtronic, Inc. have guaranteed the obligations of the borrowers under the Credit Facility, and Medtronic Luxco will also guarantee the obligations of any designated borrower. The Credit Facility includes a multi-currency borrowing feature for certain specified foreign currencies. At April 25, 2025 and April 26, 2024, no amounts were outstanding under the Credit Facility.

Interest rates on advances on the Credit Facility are determined by a pricing matrix based on the Company’s long-term debt ratings, assigned by Standard & Poor’s Ratings Services and Moody’s Investors Service. Facility fees are payable on the Credit Facility and are determined in the same manner as the interest rates. The Company is in compliance with all covenants related to the Credit Facility.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The Company's long-term debt obligations consisted of the following:

April 25, 2025April 26, 2024
(in millions, except interest rates)Maturity by Fiscal YearAmountEffective Interest RateAmountEffective Interest Rate
0.250 percent six-year 2019 senior notes2026$——%$1,0700.44%
0.000 percent five-year 2020 senior notes2026——1,0700.23
2.625 percent three-year 2022 senior notes2026——5352.86
1.125 percent eight-year 2019 senior notes20271,7141.251,6061.25
4.250 percent five-year 2023 senior notes20281,0004.421,0004.42
3.000 percent six-year 2022 senior notes20291,1423.091,0703.10
0.375 percent eight-year 2020 senior notes20291,1420.511,0700.51
3.650 percent five-year 2024 senior notes20309713.74——
1.625 percent twelve-year 2019 senior notes20311,1421.751,0701.75
1.000 percent twelve-year 2019 senior notes20321,1421.061,0701.06
3.125 percent nine-year 2022 senior notes20321,1423.251,0703.25
0.750 percent twelve-year 2020 senior notes20331,1420.811,0700.81
4.500 percent ten-year 2023 senior notes20331,0004.621,0004.62
3.375 percent twelve-year 2022 senior notes20351,1423.441,0703.44
4.375 percent twenty-year 2015 senior notes20351,9324.471,9324.47
3.875 percent twelve-year 2024 senior notes20379713.93——
6.550 percent thirty-year 2007 CIFSA senior notes20382534.672534.67
2.250 percent twenty-year 2019 senior notes20391,1422.341,0702.34
6.500 percent thirty-year 2009 senior notes20391586.561586.56
1.500 percent twenty-year 2019 senior notes20401,1421.581,0701.58
5.550 percent thirty-year 2010 senior notes20402245.582245.58
1.375 percent twenty-year 2020 senior notes20411,1421.461,0701.46
4.500 percent thirty-year 2012 senior notes20421054.541054.54
4.000 percent thirty-year 2013 senior notes20433054.103054.09
4.150 percent nineteen-year 2024 senior notes20446854.20——
4.625 percent thirty-year 2014 senior notes20441274.671274.67
4.625 percent thirty-year 2015 senior notes20451,8134.691,8134.69
1.750 percent thirty-year 2019 senior notes20501,1421.871,0701.87
1.625 percent thirty-year 2020 senior notes20511,1421.751,0701.75
4.150 percent twenty-nine-year 2024 senior notes20548004.19——
Finance lease obligations2027-20405210.005510.17
Debt discount, net2027-2054(59)—(55)—
Deferred financing costs2027-2054(117)—(110)—
Long-term debt$25,642$23,932

Senior Notes The Company has outstanding unsecured senior obligations, described as senior notes in the tables above (collectively, the Senior Notes). The Senior Notes rank equally with all other unsecured and unsubordinated indebtedness of the Company. The Company is in compliance with all covenants related to the Senior Notes.

In June 2024, Medtronic Inc. issued four tranches of EUR-denominated Senior Notes with an aggregate principal of €3.0 billion, with maturities ranging from fiscal year 2030 to 2054, resulting in cash proceeds of approximately $3.2 billion, net of discounts and issuance costs. In anticipation of the Euro-denominated debt issuance, the Company entered into forward currency exchange rate contracts to manage the exposure to exchange rate movements. These contracts were settled in conjunction with the issuance of the June 2024 Notes.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Term Loan Agreements In May 2022, Medtronic Luxco entered into a term loan agreement (Fiscal 2023 Loan Agreement) by and among Medtronic Luxco, Medtronic plc, Medtronic, Inc., and Mizuho Bank, Ltd. as administrative agent and as lender. The Fiscal 2023 Loan Agreement provides an unsecured term loan in an aggregate principal amount of up to ¥300 billion with a term of 364 days. Borrowings under the Fiscal 2023 Loan Agreement bear interest at the TIBOR Rate (as defined in the Fiscal 2023 Loan Agreement) plus a margin of 0.40% per annum. Medtronic plc and Medtronic, Inc. guaranteed the obligations of Medtronic Luxco under the Fiscal 2023 Loan Agreement. In May and June 2022, Medtronic Luxco borrowed an aggregate of ¥297 billion, or approximately $2.3 billion, of the term loan, under the Fiscal 2023 Loan Agreement. The Company used the net proceeds of the borrowings to fund the early redemption of $1.9 billion of Medtronic Inc.'s 3.500% Senior Notes due 2025 for $1.9 billion of total consideration, and $368 million of Medtronic Luxco's 3.350% Senior Notes due 2027 for $376 million of total consideration. The Company recognized a total loss on debt extinguishment of $53 million within interest expense, net in the consolidated statements of income during fiscal year 2023, which primarily includes cash premiums and accelerated amortization of deferred financing costs and debt discounts and premiums. During the fourth quarter of fiscal year 2023, the Company repaid the term loan in full, including interest.

Contractual maturities of debt for the next five fiscal years and thereafter, excluding deferred financing costs and debt discount, net, are as follows:

(in millions)
2026$2,874
20271,721
20281,006
20292,290
2030977
Thereafter19,824
Total$28,691

Interest expense on outstanding borrowings, including amortization of debt issuance costs and debt discounts and premiums, and the global liquidity structures is recognized in interest expense, net in the consolidated statements of income. For fiscal years 2025, 2024, and 2023, there was $913 million, $916 million, and $743 million, respectively, of interest expense on outstanding borrowings, including amortization of debt issuance costs and debt discounts and premiums, and the global liquidity structures.

Financial Instruments Not Measured at Fair Value

At April 25, 2025, the estimated fair value of the Company’s Senior Notes was $26.2 billion compared to a principal value of $28.6 billion. At April 26, 2024, the estimated fair value was $21.2 billion compared to a principal value of $24.0 billion. The fair value was estimated using quoted market prices for the publicly registered Senior Notes, which are classified as Level 2 within the fair value hierarchy. The fair values and principal values consider the terms of the related debt and exclude the impacts of debt discounts and hedging activity.

Supplier Financing Program

The Company participates in a supplier financing program that provides participating suppliers the ability to finance payment obligations from the Company with third-party financial institutions in order to receive earlier payment. The Company’s standard payment term is 90 days. The Company’s outstanding payables to its suppliers, including amounts due and payment terms, are not affected by a supplier’s participation in the program.

At April 25, 2025 and April 26, 2024, the Company had $100 million and $96 million of outstanding payables, respectively, associated with the supplier financing program recorded in accounts payable in the consolidated balance sheets.

The following table presents a roll-forward of outstanding payables confirmed as valid associated with the program during fiscal year 2025:

Fiscal Year
(in millions)2025
Beginning Balance$96
Invoices confirmed during the year522
Confirmed invoices paid during the year(517)
Ending Balance$100

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

7. Derivatives and Currency Exchange Risk Management

The Company uses derivative instruments and foreign currency denominated debt to manage the impact that currency exchange rate and interest rate changes have on reported financial statements. The Company does not enter into derivative contracts for speculative purposes.

Fair Value Hedges

In fiscal year 2025, the Company began using foreign currency forward contracts designated as fair value hedges to manage its exposure to changes in the fair value of a fixed-rate debt obligation.

At inception, foreign currency forward contracts are designated as fair value hedges. Changes in the fair value of these derivatives are reported as a component of other operating (income) expense, net. Amounts excluded from the assessment of effectiveness are recognized in interest expense, net on a straight-line basis over the term of the hedge and were not significant for the fiscal year ended April 25, 2025. Cash flows related to the Company's derivative instruments designated as fair value hedges are reported as financing activities in the consolidated statements of cash flows. Cash flows attributed to amounts excluded from the assessment of effectiveness are reported as operating activities in the consolidated statements of cash flows.

Cash Flow Hedges

The Company uses foreign currency forward and option contracts designated as cash flow hedges to manage its exposure to the variability of future cash flows that are denominated in a foreign currency.

At inception, foreign currency forward and option contracts are designated as a cash flow hedge. Changes in the fair value of these derivatives are reported as a component of accumulated other comprehensive loss until the hedged transaction affects earnings. When the hedged transaction affects earnings, the gain or loss on the derivative is reclassified to earnings. Amounts excluded from the measurement of hedge effectiveness are recognized in earnings on a straight-line basis over the term of the hedge. Cash flows are reported as operating activities in the consolidated statements of cash flows.

The Company's cash flow hedges will mature within the subsequent two-year period. At April 25, 2025 and April 26, 2024, the Company had $149 million in after-tax unrealized losses and $229 million in after-tax unrealized gains, respectively, associated with cash flow hedging instruments recorded in accumulated other comprehensive loss. The Company expects that $62 million of after-tax net unrealized losses at April 25, 2025 will be recognized in the consolidated statements of income over the next 12 months.

Net Investment Hedges

The Company uses derivative instruments and foreign currency denominated debt to manage foreign currency risk associated with its net investment in foreign operations. The derivative instruments that the Company uses for this purpose may include foreign currency forward exchange contracts used on a standalone basis or in combination with option collars and standalone cross currency interest rate contracts.

For instruments that are designated as net investment hedges, the gains or losses are reported as a component of accumulated other comprehensive loss. The gains or losses are reclassified into earnings upon a liquidation event or deconsolidation of the foreign subsidiary. Amounts excluded from the assessment of effectiveness are recognized in interest expense, net on a straight-line basis over the term of the instrument. For fiscal years 2025, 2024, and 2023, the Company recognized $198 million, $197 million, and $107 million, respectively, of after-tax unrealized gains related to excluded components in interest expense, net. The cash flows related to the Company's derivative instruments designated as net investment hedges are reported as investing activities in the consolidated statements of cash flows. Cash flows attributable to amounts excluded from the assessment of effectiveness are reported as operating activities in the consolidated statements of cash flows.

Undesignated Derivatives

The Company uses foreign currency forward exchange contracts to offset the Company’s exposure to the change in the value of non-functional currency denominated assets, liabilities, and cash flows.

These foreign currency forward exchange rate contracts are not designated as hedges at inception, and therefore, changes in the fair value of these contracts are recognized in the consolidated statements of income. Cash flows related to the Company’s undesignated derivative contracts are reported in the consolidated statements of cash flows based on the nature of the derivative instrument.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Outstanding Instruments

The following table presents the contractual amounts of the Company's outstanding instruments:

As of
(in billions)DesignationApril 25, 2025April 26, 2024
Currency exchange rate contracts(1)Fair value hedge$1.1$—
Currency exchange rate contractsCash flow hedge10.610.4
Currency exchange rate contracts(2)Net investment hedge8.07.4
Foreign currency-denominated debt(3)Net investment hedge20.617.1
Currency exchange rate contractsUndesignated3.95.9

(1)At April 25, 2025, includes derivative contracts with a notional value of €1.0 billion, or $1.1 billion, designated as hedges of a portion of our fixed-rate debt obligations.

(2)At April 25, 2025, includes derivative contracts with a notional value of €5.0 billion, or $5.7 billion, designated as hedges of a portion of our net investment in certain European operations and derivative contracts with a notional value of ¥322 billion, or $2.3 billion, designated as hedges of a portion of our net investment in certain Japanese operations. These derivative contracts mature in fiscal years 2026 through 2033.

(3)At April 25, 2025, includes €18.0 billion, or $20.6 billion, of outstanding Euro-denominated debt designated as hedges of a portion our net investment in foreign operations. This debt matures in fiscal years 2026 through 2054.

Gains and Losses on Hedging Instruments and Derivatives not Designated as Hedging Instruments

The amount of the gains and losses on hedging instruments and the classification of those gains and losses within our consolidated financial statements for fiscal years 2025, 2024, and 2023 were as follows:

(Gain) Loss Recognized in Accumulated Other Comprehensive Income(Gain) Loss Reclassified into Income
Fiscal YearFiscal YearLocation of (Gain) Loss in Income Statement
(in millions)202520242023202520242023
Fair value hedges
Currency exchange rate contracts$(1)$—$—$(59)$—$—Other operating (income) expense, net
Cash flow hedges
Currency exchange rate contracts308(416)(161)(156)(312)(703)Other operating (income) expense, net
Currency exchange rate contracts(71)(124)(79)(74)(57)(3)Cost of products sold
Net investment hedges
Foreign currency-denominated debt1,276(431)524———N/A
Currency exchange rate contracts247(202)73———N/A
Total$1,759$(1,173)$356$(288)$(369)$(706)

The amount of the gains and losses on our derivative instruments not designated as hedging instruments and the classification of those gains and losses within our consolidated financial statements for fiscal years 2025, 2024, and 2023 were as follows:

(Gain) Loss Recognized in Income
Fiscal YearLocation of (Gain) Loss in Income Statement
(in millions)202520242023
Currency exchange rate contracts$(91)$136$31Other operating (income) expense, net

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Balance Sheet Presentation

The following tables summarize the balance sheet classification and fair value of derivative instruments included in the consolidated balance sheets at April 25, 2025 and April 26, 2024. The fair value amounts are presented on a gross basis and are segregated between derivatives that are designated and qualify as hedging instruments and those that are not designated and do not qualify as hedging instruments, and are further segregated by type of contract within those two categories.

Fair Value - AssetsFair Value - Liabilities
(in millions)April 25, 2025April 26, 2024Balance Sheet ClassificationApril 25, 2025April 26, 2024Balance Sheet Classification
Derivatives designated as hedging instruments
Currency exchange rate contracts$269$368Other current assets$200$37Other accrued expenses
Currency exchange rate contracts57276Other assets19617Other liabilities
Total derivatives designated as hedging instruments32664439654
Derivatives not designated as hedging instruments
Currency exchange rate contracts715Other current assets512Other accrued expenses
Total return swaps——Other current assets16—Other accrued expenses
Total derivatives not designated as hedging instruments7152112
Total derivatives$334$659$417$66

The following table provides information by level for the derivative assets and liabilities that are measured at fair value on a recurring basis:

April 25, 2025April 26, 2024
(in millions)Derivative AssetsDerivative LiabilitiesDerivative AssetsDerivative Liabilities
Level 1$334$401$659$66
Level 2—16——
Total$334$417$659$66

The Company has elected to present the fair value of derivative assets and liabilities within the consolidated balance sheets on a gross basis, even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation. The cash flows related to collateral posted and received are reported gross as investing and financing activities, respectively, in the consolidated statements of cash flows.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The following tables provide information as if the Company had elected to offset the asset and liability balances of derivative instruments, netted in accordance with various criteria as stipulated by the terms of the master netting arrangements with each of the counterparties. Derivatives not subject to master netting arrangements are not eligible for net presentation.

April 25, 2025
Gross Amount Not Offset on the Balance Sheet
(in millions)Gross Amount of Recognized Assets (Liabilities)Financial InstrumentsCash Collateral (Received) PostedNet Amount
Derivative assets:
Currency exchange rate contracts$334$(195)$—$139
Derivative liabilities:
Currency exchange rate contracts(401)195125(82)
Total return swaps(16)——(16)
(417)195125(97)
Total$(84)$—$125$42
April 26, 2024
Gross Amount Not Offset on the Balance Sheet
(in millions)Gross Amount of Recognized Assets (Liabilities)Financial InstrumentsCash Collateral (Received) PostedNet Amount
Derivative assets:
Currency exchange rate contracts$659$(66)$(101)$492
Derivative liabilities:
Currency exchange rate contracts(66)66——
Total$593$—$(101)$492

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of interest-bearing investments, derivative contracts, and trade accounts receivable. Global concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers and their dispersion across many geographic areas. The Company monitors the creditworthiness of its customers to which it grants credit terms in the normal course of business.

The Company maintains cash and cash equivalents, investments, and certain other financial instruments (including currency exchange rate and interest rate derivative contracts) with various major financial institutions. The Company performs periodic evaluations of the relative credit standings of these financial institutions and limits the amount of credit exposure with any one institution. In addition, the Company has collateral credit agreements with its primary derivatives counterparties. Under these agreements, either party is required to post eligible collateral when the market value of transactions covered by the agreement exceeds specific thresholds, thus limiting credit exposure for both parties. As of April 25, 2025 the Company posted net cash collateral of $125 million to its counterparties. Cash collateral posted is recorded as a reduction in cash and cash equivalents, with the offset recorded as an increase in other current assets in the consolidated balance sheets. As of April 26, 2024, the Company received net cash collateral of $101 million from its counterparties. Cash collateral received is recorded as an increase in cash and cash equivalents with the offset recorded in other accrued expenses in the consolidated balance sheets.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

8. Inventories

Inventory balances were as follows:

(in millions)April 25, 2025April 26, 2024
Finished goods$3,779$3,668
Work-in-process744642
Raw materials953907
Total$5,476$5,217

9. Goodwill and Other Intangible Assets

Goodwill

The following table presents the changes in the carrying amount of goodwill by segment:

(in millions)CardiovascularNeuroscienceMedical SurgicalDiabetesTotal
April 28, 2023$7,873$11,718$19,579$2,255$41,425
Goodwill as a result of acquisitions131———131
Purchase accounting adjustments(5)———(5)
Currency translation and other(33)(74)(458)—(565)
April 26, 20247,96611,64419,1212,25540,986
Goodwill as a result of acquisitions——108—108
Purchase accounting adjustments2—(2)——
Currency translation and other50725211643
April 25, 2025$8,017$11,716$19,748$2,255$41,737

The Company did not recognize any goodwill impairment charges during fiscal years 2025 or 2024. As a result of the agreement with DaVita, as disclosed in Note 3, the Company allocated $208 million of goodwill to the RCS business that met the criteria to be classified as held for sale during the first quarter of fiscal year 2023 and was subsequently sold on April 1, 2023. Upon allocation, a goodwill impairment test was performed for the RCS business, and the Company recognized $61 million of goodwill impairment charges during fiscal year 2023. The goodwill impairment charges are recognized in other operating (income) expense, net in the consolidated statements of income.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Intangible Assets

The following table presents the gross carrying amount and accumulated amortization of intangible assets:

April 25, 2025April 26, 2024
(in millions)Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Definite-lived:
Customer-related$16,550$(9,650)$16,518$(8,689)
Purchased technology and patents11,600(7,514)11,557(6,868)
Trademarks and tradenames421(283)424(274)
Other355(101)256(84)
Total$28,925$(17,547)$28,755$(15,915)
Indefinite-lived:
IPR&D$289$—$385$—

The Company did not recognize any definite-lived intangible asset impairment charges during fiscal years 2025 and 2023. During fiscal year 2024, the Company recognized $295 million of definite-lived intangible asset impairment charges in connection with the decision to exit its ventilator product line. The intangible asset impairment charges primarily related to purchased technology, customer-related intangibles, and trade names. The intangible asset impairment charges are recognized in other operating (income) expense, net in the consolidated statements of income. Refer to Note 3 for additional information on what led to the impairments in fiscal year 2024.

There were no indefinite-lived intangible asset impairment charges during fiscal year 2025. Indefinite-lived intangible asset impairment charges were not significant for fiscal year 2024 and 2023. Due to the nature of IPR&D projects, the Company may experience future delays or failures to obtain regulatory approvals to conduct clinical trials, failures of such clinical trials, delays or failures to obtain required market clearances, other failures to achieve a commercially viable product, or the discontinuation of certain projects, and as a result, may recognize impairment losses in the future.

Amortization Expense

Intangible asset amortization expense was $1.8 billion for fiscal year 2025, including $151 million of accelerated amortization on certain intangible assets related to product line exits within the Cardiovascular Portfolio. Intangible asset amortization expense was $1.7 billion for fiscal years 2024 and 2023. Estimated aggregate amortization expense by fiscal year based on the current carrying value and remaining estimated useful lives of definite-lived intangible assets at April 25, 2025, excluding any possible future amortization associated with acquired IPR&D which has not met technological feasibility, is as follows:

(in millions)Amortization Expense
2026$1,677
20271,654
20281,582
20291,479
20301,343

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

10. Property, Plant, and Equipment

Property, plant, and equipment balances and corresponding estimated useful lives were as follows:

(in millions)April 25, 2025April 26, 2024Estimated Useful Lives (in years)
Equipment$7,156$6,396Generally 2-10, up to 15
Computer software3,2952,872Up to 10
Land and land improvements160159Up to 20
Buildings and leasehold improvements2,6852,506Up to 40
Construction in progress2,3402,119—
Property, plant, and equipment15,63614,052
Less: Accumulated depreciation(8,799)(7,922)
Property, plant, and equipment, net$6,837$6,131

Depreciation expense of $1.1 billion, $954 million, and $999 million was recognized in fiscal years 2025, 2024, and 2023, respectively.

11. Shareholders’ Equity

Share Capital Medtronic plc is authorized to issue 2.6 billion Ordinary Shares, $0.0001 par value; 40 thousand Euro Deferred Shares, €1.00 par value; 127.5 million Preferred Shares, $0.20 par value; and 500 thousand A Preferred Shares, $1.00 par value.

Euro Deferred Shares The authorized share capital of the Company includes 40 thousand Euro Deferred Shares, with a par value of €1.00 per share. At April 25, 2025, no Euro Deferred Shares were issued or outstanding.

Preferred Shares The authorized share capital of the Company includes 127.5 million of Preferred Shares, with a par value of $0.20 per share. At April 25, 2025, no Preferred Shares were issued or outstanding.

A Preferred Shares The authorized share capital of the Company includes 500 thousand A Preferred Shares, with a par value of $1.00 per share. At April 25, 2025, no A Preferred Shares were outstanding.

Dividends The timing, declaration, and payment of future dividends to holders of the Company's ordinary shares falls within the discretion of the Company's Board of Directors and depends upon many factors, including the statutory requirements of Irish law, the Company's earnings and financial condition, the capital requirements of the Company's businesses, industry practice and any other factors the Board of Directors deems relevant.

Ordinary Share Repurchase Program Shares are repurchased on occasion to support the Company’s stock-based compensation programs and to return capital to shareholders. During fiscal years 2025 and 2024, the Company repurchased approximately 38 million and 25 million shares, respectively, at an average price of $83.36 and $83.04, respectively.

In March 2019, the Company's Board of Directors authorized $6.0 billion for repurchase of the Company's ordinary shares. In March 2024, the Company's Board of Directors authorized an additional $5.0 billion for repurchase of the Company's ordinary shares. There is no specific time-period associated with these repurchase authorizations. At April 25, 2025, the Company had used the $6.0 billion authorized in March 2019 and $2.9 billion of the $5.0 billion authorized in March 2024, leaving approximately $2.1 billion available for future repurchases. The Company accounts for repurchases of ordinary shares using the par value method and shares repurchased are cancelled.

12. Stock Purchase and Award Plans

In fiscal year 2025, the Company granted stock awards under the 2021 Medtronic plc Long Term Incentive Plan (2021 Plan). The 2021 Plan provides for the grant of non-qualified and incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other stock and cash-based awards. At April 25, 2025, there were approximately 67 million shares available for future grants under the 2021 Plan.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Stock-Based Compensation Expense The following table presents the components and classification of stock-based compensation expense recognized for stock options, restricted stock, performance share units, and employee stock purchase plan (ESPP) in fiscal years 2025, 2024, and 2023:

Fiscal Year
(in millions)202520242023
Stock options$66$76$77
Restricted stock216184166
Performance share units1119774
Employee stock purchase plan353638
Total stock-based compensation expense$429$393$355
Cost of products sold$46$35$36
Research and development expense524739
Selling, general, and administrative expense331310280
Total stock-based compensation expense429393355
Income tax benefits(70)(64)(60)
Total stock-based compensation expense, net of tax$358$329$295

Stock Options Options are granted at the exercise price, which is equal to the closing price of the Company’s ordinary shares on the grant date. The majority of the Company’s options are non-qualified options with a ten-year life and a four-year ratable vesting term. The Company uses the Black-Scholes option pricing model (Black-Scholes model) to determine the fair value of stock options at the grant date. The fair value of stock options under the Black-Scholes model requires management to make assumptions regarding projected employee stock option exercise behaviors, risk-free interest rates, volatility of the Company’s stock price, and expected dividends. Expected volatility is based on a blend of historical volatility and an implied volatility of the Company’s ordinary shares. Implied volatility is based on market traded options of the Company’s ordinary shares.

The following table provides the weighted average fair value of options granted to employees and the related assumptions used in the Black-Scholes model:

Fiscal Year
202520242023
Weighted average fair value of options granted$16.43$18.49$17.76
Assumptions used:
Expected life (years)6.16.16.0
Risk-free interest rate4.07%4.16%2.70%
Volatility24.47%24.29%24.05%
Dividend yield3.48%3.18%2.92%

The following table summarizes stock option activity during fiscal year 2025:

Options (in thousands)Wtd. Avg. Exercise PriceWtd. Avg. Remaining Contractual Term (in years)Aggregate Intrinsic Value (in millions)
Outstanding at April 26, 202432,339$93.32
Granted3,41480.61
Exercised(6,058)77.30
Expired/Forfeited/Cancelled(1,928)96.31
Outstanding at April 25, 202527,76695.045.2$22
Expected to vest at April 25, 20257,76488.498.314
Exercisable at April 25, 202519,46797.933.97

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The following table summarizes the total cash received from the issuance of new shares upon stock option award exercises, the total intrinsic value of options exercised, and the related tax benefit during fiscal years 2025, 2024, and 2023:

Fiscal Year
(in millions)202520242023
Cash proceeds from options exercised$305$78$77
Intrinsic value of options exercised662842
Tax benefit related to options exercised1469

Unrecognized compensation expense related to outstanding stock options at April 25, 2025 was $66 million and is expected to be recognized over a weighted average period of 2.3 years.

Restricted Stock Restricted stock units are expensed over the vesting period and are subject to forfeiture if employment terminates prior to the lapse of the restrictions. The expense recognized for restricted stock units is equal to the grant date fair value, which is equal to the closing stock price on the date of grant. The majority of the Company's restricted stock units either have a four-year ratable vesting term or cliff vest after three years. Restricted stock units are not considered issued or outstanding ordinary shares of the Company. Dividend equivalent units are accumulated on restricted stock units during the vesting period.

The following table summarizes restricted stock activity during fiscal year 2025:

Units (in thousands)Wtd. Avg. Grant Price
Nonvested at April 26, 20246,142$92.57
Granted4,20782.37
Vested(2,068)99.19
Forfeited/Cancelled(636)88.62
Nonvested at April 25, 20257,64485.64

The following table summarizes the weighted-average grant date fair value of restricted stock granted, total fair value of restricted stock vested and related tax benefit during fiscal years 2025, 2024, and 2023:

Fiscal Year
(in millions, except per share data)202520242023
Weighted-average grant-date fair value per restricted stock$82.37$82.80$91.83
Fair value of restricted stock vested205186256
Tax benefit related to restricted stock vested332945

Unrecognized compensation expense related to restricted stock as of April 25, 2025 was $414 million and is expected to be recognized over a weighted average period of 2.6 years.

Performance Share Units Performance share units typically cliff vest after three years. The awards include three metrics: relative total shareholder return (rTSR), revenue growth, and return on invested capital (ROIC). rTSR is considered a market condition metric, and the expense is determined at the grant date and will not be adjusted even if the market condition is not met. Revenue growth and ROIC are considered performance metrics, and the expense is recorded over the performance period, which will be reassessed each reporting period based on the probability of achieving the various performance conditions. The number of shares earned at the end of the three-year period will vary, based on only actual performance, from 0% to 200% of the target number of performance share units granted. Performance share units are subject to forfeiture if employment terminates prior to the lapse of the restrictions. Performance share units are not considered issued or outstanding ordinary shares of the Company. Dividend equivalent units are accumulated on performance share units for each component of the award during the vesting period.

The Company calculates the fair value of the performance share units for each component individually. The fair value of the rTSR metric will be determined using the Monte Carlo valuation model. The fair value of the revenue growth and ROIC metrics are equal to the closing stock price on the grant date.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The following table summarizes performance share unit activity during fiscal year 2025:

Units (in thousands)Wtd. Avg. Grant Price
Nonvested at April 26, 20242,422$106.50
Granted1,44498.49
Vested(260)147.85
Performance adjustments (1)(256)97.75
Forfeited/Cancelled(209)103.56
Nonvested at April 25, 20253,141100.51

(1)Performance adjustments are adjustments to grants where the performance period has ended and actual performance is known.

The following table summarizes the weighted-average grant date fair value of performance share units granted, total fair value of performance share units vested and related tax benefit during fiscal year 2025, 2024, and 2023:

Fiscal Year
(in millions, except per share data)202520242023
Weighted-average grant-date fair value per performance share units$98.49$104.78$98.17
Fair value of performance share units vested3878—
Tax benefit related to performance share units vested33—

Unrecognized compensation expense related to performance share units as of April 25, 2025 was $90 million and is expected to be recognized over a weighted average period of 1.6 years.

Employees Stock Purchase Plan (ESPP) The Medtronic plc 2024 Employee Stock Purchase Plan allows participating employees to purchase the Company's ordinary shares at a discount through payroll deductions. The expense recognized for shares purchased under the Company’s ESPP is equal to the 15 percent discount the employee receives. Employees purchased 3 million shares at an average price of $72.27 per share in fiscal year 2025. At April 25, 2025, approximately 26 million ordinary shares were available for future purchase under the ESPP.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

13. Income Taxes

The income tax provision is based on income before income taxes reported for financial statement purposes. The components of income before income taxes, based on tax jurisdiction, are as follows:

Fiscal Year
(in millions)202520242023
U.S.$1,037$750$1,295
International4,5914,0874,069
Income before income taxes$5,628$4,837$5,364

The income tax provision consists of the following:

Fiscal Year
(in millions)202520242023
Current tax expense:
U.S.$583$756$1,303
International692905530
Total current tax expense1,2751,6611,833
Deferred tax (benefit) expense:
U.S.(322)(435)(336)
International(17)(93)83
Net deferred tax benefit(339)(528)(253)
Income tax provision$936$1,133$1,580

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Tax assets (liabilities), shown before jurisdictional netting of deferred tax assets (liabilities), are comprised of the following:

(in millions)April 25, 2025April 26, 2024
Deferred tax assets:
Net operating loss, capital loss, and credit carryforwards$11,252$11,775
Intangible assets2,8002,858
Capitalization of research and development1,4201,255
Other accrued liabilities450404
Accrued compensation363374
Stock-based compensation149147
Inventory144138
Deferred revenue213172
Lease obligations165157
Federal and state benefit on uncertain tax positions3221
Interest limitation479608
Unrealized gain on available-for-sale securities and derivative financial instruments5613
Other421355
Gross deferred tax assets17,94618,277
Valuation allowance(12,668)(13,271)
Total deferred tax assets5,2775,006
Deferred tax liabilities:
Intangible assets(1,238)(1,406)
Realized loss on derivative financial instruments(67)(70)
Right of use leases(159)(149)
Accumulated depreciation(114)(110)
Outside basis difference of subsidiaries(71)(90)
Pension and post-retirement benefits(35)(45)
Other(90)(90)
Total deferred tax liabilities(1,773)(1,960)
Prepaid income taxes719520
Income tax receivables464406
Tax assets, net$4,687$3,972
Reported as (after valuation allowance and jurisdictional netting):
Other current assets$1,050$830
Tax assets4,0403,657
Deferred tax liabilities(403)(515)
Tax assets, net$4,687$3,972

No deferred taxes have been provided on the approximately $88.6 billion and $86.3 billion of undistributed earnings of the Company’s subsidiaries at April 25, 2025 and April 26, 2024, respectively, since these earnings have been, and under current plans will continue to be, permanently reinvested in these subsidiaries. Due to the number of legal entities and jurisdictions involved, the complexity of the legal entity structure of the Company, and the complexity of the tax laws in the relevant jurisdictions, the Company believes it is not practicable to estimate, within any reasonable range, the amount of additional taxes which may be payable upon distribution of these undistributed earnings.

At April 25, 2025, the Company had approximately $10.8 billion of tax effected net operating loss carryforwards in certain non-U.S. jurisdictions, of which $4.8 billion have no expiration, and the remaining $6.0 billion will expire during fiscal years 2026 through 2045. Included in these net operating loss carryforwards are $3.9 billion of tax effected net operating losses generated in fiscal year 2008 as a result

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

of the receipt of a favorable tax ruling from certain non-U.S. taxing authorities; and $4.9 billion of tax effected net operating losses generated during fiscal year 2023 as a result of an intercompany reorganization. The Company has recorded a full valuation allowance against these net operating losses, as management does not believe that it is more likely than not that these net operating losses will be utilized. Certain of the remaining non-U.S. net operating loss carryforwards of $2.0 billion have a valuation allowance recorded against the carryforwards, as management does not believe that it is more likely than not that these net operating losses will be utilized.

At April 25, 2025, the Company had $53 million of tax effected U.S. federal net operating loss carryforwards, of which $35 million have no expiration. The remaining loss carryforwards will expire during fiscal years 2026 through 2036. For U.S. state purposes, the Company had $84 million of tax effected net operating loss carryforwards at April 25, 2025, $12 million of which have no expiration. The remaining U.S. state loss carryforwards will expire during fiscal years 2026 through 2044.

At April 25, 2025, the Company also had $313 million of tax credits available to reduce future income taxes payable, of which $136 million have no expiration. The remaining credits will expire during fiscal years 2026 through 2042.

The Company has established valuation allowances of $12.7 billion and $13.3 billion at April 25, 2025 and April 26, 2024, respectively, primarily related to the uncertainty of the utilization of certain deferred tax assets which are primarily comprised of tax loss and credit carryforwards in various jurisdictions. The decrease in the valuation allowance during fiscal year 2025 is primarily related to a decrease in the Luxembourg tax rate applied to previously recorded deferred tax assets and associated valuation allowances and current year utilization of attributes with a full valuation allowance due to certain intercompany transactions. These valuation allowances would result in a reduction to the income tax provision in the consolidated statements of income if they are ultimately not required.

The Company’s effective income tax rate varied from the U.S. federal statutory tax rate as follows:

Fiscal Year
202520242023
U.S. federal statutory tax rate21.0%21.0%21.0%
Increase (decrease) in tax rate resulting from:
U.S. state taxes, net of federal tax benefit0.70.20.1
Research and development credit(1.8)(2.2)(1.9)
Puerto Rico excise tax——(1.0)
International(6.5)(6.7)(8.0)
Stock based compensation0.30.30.2
Uncertain tax positions and interest1.41.31.2
Base erosion anti-abuse tax—0.3—
Foreign derived intangible income benefit(1.5)(1.7)(1.2)
Certain tax adjustments1.16.217.0
U.S. tax on foreign earnings1.53.52.5
Other, net0.41.2(0.4)
Effective tax rate16.6%23.4%29.5%

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 were effective for Medtronic in fiscal year 2025.

The Israeli Central-Lod District Court issued its decision in Medtronic Ventor Technologies Ltd (Ventor) v. Kfar Saba Assessing Office in June 2023. The court determined that there was a deemed taxable transfer of intellectual property. As a result, the Company recorded a $187 million income tax charge during fiscal year 2024 and filed an appeal with the Supreme Court of Israel.

During fiscal year 2025, the cost from certain tax adjustments of $62 million, recognized in income tax provision in the consolidated statements of income, relates to amortization of the previously established deferred tax assets from intercompany intellectual property transactions.

During fiscal year 2024, the net cost from certain tax adjustments of $299 million, recognized in income tax provision in the consolidated statements of income, included the following:

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

  • A cost of $187 million associated with a reserve adjustment related to the Israeli Central-Lod District Court decision with respect to a deemed taxable transfer of intellectual property.

  • A cost of $124 million related to a change in valuation allowance on previously recorded net operating losses.

  • A benefit of $95 million related to a Swiss Cantonal tax rate change on previously recorded deferred tax assets.

  • A cost of $50 million associated with the amortization of the previously established deferred tax assets from intercompany intellectual property transactions.

  • A cost of $33 million associated with a change in the Company’s permanent reinvestment assertion on certain historical earnings.

During fiscal year 2023, the net benefit from certain tax adjustments of $910 million, recognized in income tax provision in the consolidated statements of income, included the following:

  • A net cost of $764 million associated with the August 2022 U.S. Tax Court (Tax Court) Opinion on the previously disclosed litigation regarding 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., it 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 Company has assumed the Tax Court findings will be applied for all years following fiscal year 2006.

  • A cost of $55 million related to the disallowance of certain interest deductions.

  • A cost of $30 million related to the change in reporting currency for certain carryover attributes.

  • A cost of $28 million associated with the amortization of the previously established deferred tax assets from intercompany intellectual property transactions.

  • A net cost of $33 million primarily associated with the sale of half of the Company’s RCS business.

Currently, the Company’s operations in Puerto Rico, Singapore, Dominican Republic, Costa Rica, and China have various tax holidays and tax incentive grants. The tax reductions, inclusive of Pillar Two global minimum tax impacts, as compared to the local statutory rate favorably impacted earnings by $294 million, $229 million, and $115 million in fiscal years 2025, 2024, and 2023, respectively, and diluted earnings per share by $0.23, $0.17, and $0.09, in fiscal years 2025, 2024, and 2023, respectively. The tax holidays are conditional upon the Company meeting certain thresholds required under statutory law. The tax incentive grants, unless extended, will expire between fiscal years 2026 and 2049. The tax incentive grants which expired during fiscal year 2025 did not have a material impact on the Company's consolidated financial statements.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The Company had $2.9 billion, $2.8 billion, and $2.7 billion of gross unrecognized tax benefits at April 25, 2025, April 26, 2024, and April 28, 2023, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits for fiscal years 2025, 2024, and 2023 is as follows:

Fiscal Year
(in millions)202520242023
Gross unrecognized tax benefits at beginning of fiscal year$2,824$2,682$1,661
Gross increases:
Prior year tax positions13121980
Current year tax positions938589
Gross decreases:
Prior year tax positions(8)(2)(12)
Settlements(5)(55)(4)
Statute of limitation lapses(15)(7)(32)
Gross unrecognized tax benefits at end of fiscal year2,9022,8242,682
Cash advance paid to taxing authorities(934)(934)(918)
Gross unrecognized tax benefits at end of fiscal year, net of cash advance$1,968$1,890$1,764

If all of the Company’s unrecognized tax benefits at April 25, 2025, April 26, 2024, and April 28, 2023 were recognized, $2.7 billion, $2.7 billion, and $2.5 billion would impact the Company’s effective tax rate, respectively. Although the Company believes that it has adequately reserved for liabilities resulting from tax assessments by taxing authorities, positions taken by these tax authorities could have a material impact on the Company’s effective tax rate in future periods. The Company has recorded gross unrecognized tax benefits, net of cash advance, of $1.9 billion as a noncurrent liability. The Company estimates that within the next 12 months it is reasonably possible that its uncertain tax positions, excluding interest, could decrease by as much as $17 million, net as a result of statute of limitation lapses.

The Company recognizes interest and penalties related to income tax matters in income tax provision in the consolidated statements of income and records the liability in the current or noncurrent accrued income taxes in the consolidated balance sheets, as appropriate. During fiscal years 2025, 2024, and 2023, the Company recognized gross interest expense of $55 million, $134 million, and $86 million, respectively, in income tax provision in the consolidated statements of income. The Company had $74 million, $19 million, and $61 million of accrued gross interest and penalties at April 25, 2025, April 26, 2024, and April 28, 2023, respectively.

The Company reserves for uncertain tax positions related to unresolved matters with the IRS and other taxing authorities. These reserves are subject to a high degree of estimation and management judgment. Resolution of these significant unresolved matters, or positions taken by the IRS or other tax authorities during future tax audits, could have a material impact on the Company’s financial results in future periods. The Company continues to believe that its reserves for uncertain tax positions are appropriate and that it has meritorious defenses for its tax filings and will vigorously defend them during the audit process, appellate process, and through litigation in courts, as necessary.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The major tax jurisdictions where the Company conducts business which remain subject to examination are as follows:

JurisdictionEarliest Year Open
United States - federal and state2005
Australia2023
Brazil2018
Canada2013
China2015
Costa Rica2021
Dominican Republic2021
France2022
Germany2017
India2002
Ireland2021
Israel2010
Italy2019
Japan2022
Korea2022
Luxembourg2020
Mexico2019
Puerto Rico2014
Singapore2020
Switzerland2010
United Kingdom2021

See Note 18 for additional information regarding the status of current tax audits and proceedings.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

14. Earnings Per Share

Basic earnings per share is computed based on the weighted average number of ordinary shares outstanding. Diluted earnings per share is computed based on the weighted number of ordinary shares outstanding, increased by the number of additional shares that would have been outstanding had the potentially dilutive ordinary shares been issued, and reduced by the number of shares the Company could have repurchased with the proceeds from issuance of the potentially dilutive shares. Potentially dilutive ordinary shares include stock-based awards granted under stock-based compensation plans and shares committed to be purchased under the employee stock purchase plan.

The table below sets forth the computation of basic and diluted earnings per share:

Fiscal Year
(in millions, except per share data)202520242023
Numerator:
Net income attributable to ordinary shareholders$4,662$3,676$3,758
Denominator:
Basic – weighted average shares outstanding1,285.61,327.71,329.8
Effect of dilutive securities:
Employee stock options0.50.71.5
Employee restricted stock units2.21.41.0
Employee performance share units1.50.40.5
Diluted – weighted average shares outstanding1,289.91,330.21,332.8
Basic earnings per share$3.63$2.77$2.83
Diluted earnings per share$3.61$2.76$2.82

The calculation of weighted average diluted shares outstanding excludes stock awards of approximately 26 million, 28 million, and 23 million ordinary shares in fiscal year 2025, 2024, and 2023, respectively because their effect would have been anti-dilutive on the Company’s earnings per share.

15. Retirement Benefit Plans

The Company sponsors various retirement benefit plans, including defined benefit pension plans, post-retirement medical plans, defined contribution savings plans, and termination indemnity plans, covering substantially all U.S. employees and many employees outside the U.S. The net expense related to these plans was $466 million, $451 million, and $494 million in fiscal years 2025, 2024, and 2023, respectively.

In the U.S., the Company maintains qualified pension plans designed to provide guaranteed minimum retirement benefits to all eligible U.S. participants. Pension coverage for non-U.S. employees is provided, to the extent deemed appropriate, through separate plans. In addition to the benefits provided under the qualified pension plan, retirement benefits associated with wages in excess of the IRS allowable limits are provided to certain employees under a non-qualified plan. U.S. and Puerto Rico employees are also eligible to receive a medical benefit component, in addition to normal retirement benefits, through the Company’s post-retirement benefits.

At April 25, 2025 and April 26, 2024, the funded status of the Company’s benefit plans was $440 million overfunded and $484 million overfunded, respectively.

During fiscal year 2023, the Company offered certain eligible U.S. employees voluntary early retirement packages, resulting in charges of $94 million, primarily related to U.S. pension benefits. The charges were recognized in restructuring charges, net in the consolidated statements of income. See Note 4 for additional information on restructuring charges.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Defined Benefit Pension Plans The change in benefit obligation and funded status of the Company’s U.S. and Non-U.S. pension benefits are as follows:

U.S. Pension Benefits**(1)**Non-U.S. Pension Benefits
Fiscal YearFiscal Year
(in millions)2025202420252024
Accumulated benefit obligation at end of year:$3,235$3,144$1,685$1,513
Change in projected benefit obligation:
Projected benefit obligation at beginning of year$3,194$3,451$1,604$1,499
Service cost52614342
Interest cost1741625253
Employee contributions——109
Plan curtailments, settlements, and amendments——(2)(10)
Actuarial loss (gain)(2)22(245)21116
Benefits paid(173)(234)(59)(65)
Currency exchange rate changes and other——129(41)
Projected benefit obligation at end of year$3,269$3,194$1,797$1,604
Change in plan assets:
Fair value of plan assets at beginning of year$3,551$3,398$1,659$1,614
Actual return on plan assets20035634103
Employer contributions31324540
Employee contributions——109
Plan settlements——(2)(7)
Benefits paid(173)(234)(59)(65)
Currency exchange rate changes and other——138(36)
Fair value of plan assets at end of year$3,610$3,551$1,823$1,659
Funded status at end of year:
Fair value of plan assets$3,610$3,551$1,823$1,659
Benefit obligations3,2693,1941,7971,604
Over funded status of the plans3413572754
Recognized asset$341$357$27$54
Amounts recognized on the consolidated balance sheets consist of:
Non-current assets$591$617$322$296
Current liabilities(29)(30)(7)(7)
Non-current liabilities(221)(230)(289)(235)
Recognized asset$341$357$27$54
Amounts recognized in accumulated other comprehensive loss:
Prior service credit$(14)$(16)$(3)$(3)
Net actuarial loss602534230161
Ending balance$588$517$226$158

(1)In April 2020, the Company announced the freezing of the U.S. pension benefits beginning Plan year 2028. Employees will continue to earn benefits as required by the Medtronic Retirement Plan until April 30, 2027, after which date benefits will no longer be earned and employees will earn benefits through the Medtronic Savings and Investment Plan.

(2)Actuarial gains and losses result from changes in actuarial assumptions (such as changes in the discount rate and revised mortality rates). The actuarial gains and losses were primarily driven by increases and decreases in discount rates, respectively.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

In certain countries outside the U.S., fully funding pension plans is not a common practice, as funding provides no income tax benefit. Consequently, certain pension plans were partially funded at April 25, 2025 and April 26, 2024. U.S. and non-U.S. pension plans with accumulated benefit obligations in excess of plan assets consist of the following:

Fiscal Year
(in millions)20252024
Accumulated benefit obligation$813$773
Projected benefit obligation849809
Plan assets at fair value347334

U.S. and non-U.S. pension plans with projected benefit obligations in excess of plan assets consist of the following:

Fiscal Year
(in millions)20252024
Projected benefit obligation$1,470$1,321
Plan assets at fair value924819

The net periodic benefit cost of the plans includes the following components:

U.S. Pension BenefitsNon-U.S. Pension Benefits
Fiscal YearFiscal Year
(in millions)202520242023202520242023
Service cost$52$61$77$43$42$43
Interest cost174162142525338
Expected return on plan assets(264)(261)(224)(68)(72)(58)
Amortization of prior service cost(2)(2)——(1)(1)
Amortization of net actuarial loss (gain)1618201(1)2
Settlement and curtailment (gain) loss————(3)2
Special termination benefits——74———
Net periodic benefit (credit) cost$(24)$(22)$89$28$18$26

Components of net periodic benefit cost other than the service component are recognized in other non-operating income, net in the consolidated statements of income.

The other changes in plan assets and projected benefit obligations recognized in other comprehensive (loss) income for fiscal year 2025 are as follows:

(in millions)U.S. Pension BenefitsNon-U.S. Pension Benefits
Net actuarial loss$85$54
Amortization of prior service cost2—
Amortization and settlement recognition of actuarial (gain) loss(16)1
Effect of exchange rates—16
Total recognized in other comprehensive loss7169
Total recognized in net periodic benefit cost and other comprehensive loss$47$97

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The actuarial assumptions are as follows:

U.S. Pension BenefitsNon-U.S. Pension Benefits
Fiscal YearFiscal Year
202520242023202520242023
Critical assumptions – projected benefit obligation:
Discount rate5.24% - 5.76%5.54% - 5.75%4.73% - 4.99%1.21% - 24.40%1.40% - 26.40%1.30% - 10.70%
Rate of compensation increase3.90%3.90%3.90%2.89%2.85%2.75%
Critical assumptions – net periodic benefit cost:
Discount rate – benefit obligation5.54% - 5.75%4.73% - 4.99%4.23% - 4.48%1.40% - 26.40%1.30% - 10.70%0.60% - 25.40%
Discount rate – service cost5.53% - 5.82%4.68% - 5.07%4.12% - 4.51%1.40% - 26.40%1.30% - 10.70%0.60% - 25.40%
Discount rate – interest cost5.51% - 5.63%4.73% - 4.90%3.90% - 4.23%1.40% - 26.40%1.30% - 10.70%0.60% - 25.40%
Expected return on plan assets6.40% - 8.10%6.40% - 8.10%5.30% - 7.20%3.80%4.07%3.48%
Rate of compensation increase3.90%3.90%3.90%2.85%2.75%2.70%

The Company utilizes a full yield curve approach methodology to estimate the service and interest cost components of net periodic pension cost and net periodic post-retirement benefit cost for the Company’s pension and other post-retirement benefits. The full yield curve approach applies specific spot rates along the yield curve to their underlying projected cash flows in estimation of the cost components. The current yield curves represent high quality, long-term fixed income instruments.

The expected long-term rate of return on plan assets assumptions are determined using a building block approach, considering historical averages and real returns of each asset class. In certain countries, where historical returns are not meaningful, consideration is given to local market expectations of long-term returns.

Retirement Benefit Plan Investment Strategy The Company sponsors trusts that hold the assets for U.S. pension plans and other U.S. post-retirement benefit plans, primarily retiree medical benefits. For investment purposes, the Medtronic U.S. pension and other U.S. post-retirement benefit plans employ similar investment strategies with different asset allocation targets.

The Company has a Qualified Plan Committee (the Plan Committee) that sets investment guidelines for U.S. pension plans and other U.S. post-retirement benefit plans with the assistance of external consultants. These guidelines are established based on market conditions, risk tolerance, funding requirements, and expected benefit payments. The Plan Committee also oversees the investment allocation process, selects the investment managers, and monitors asset performance. As pension liabilities are long-term in nature, the Company employs a long-term total return approach to maximize the long-term rate of return on plan assets for a prudent level of risk. An annual analysis on the risk versus the return of the investment portfolio is conducted to justify the expected long-term rate of return assumption.

The investment portfolios contain a diversified allocation of investment categories, including equities, fixed income securities, hedge funds, and private equity. Securities are also diversified in terms of domestic and international, short- and long-term, growth and value styles, large cap and small cap stocks, and active and passive management.

Outside the U.S., pension plan assets are typically managed by decentralized fiduciary committees. There is significant variation in policy asset allocation from country to country. Local regulations, funding rules, and financial and tax considerations are part of the funding and investment allocation process in each country. The weighted average target asset allocations at April 25, 2025 for the plans are 42% equity securities, 35% debt securities, and 23% other.

The plans did not hold any investments in the Company’s ordinary shares at April 25, 2025 or April 26, 2024.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The Company’s U.S. plans target asset allocations at April 25, 2025, compared to the U.S. plans actual asset allocations at April 25, 2025 and April 26, 2024 by asset category, are as follows:

U.S. PlansTarget AllocationActual Allocation
April 25, 2025April 25, 2025April 26, 2024
Asset Category:
Equity securities34%39%39%
Debt securities514040
Other152121
Total100%100%100%

Strong performance on equity securities during the fiscal year resulted in asset allocations different than targets. Management expects to move the allocations closer to target over the intermediate term.

Retirement Benefit Plan Asset Fair Values The following is a description of the valuation methodologies used for retirement benefit plan assets measured at fair value:

Short-term investments: Short-term investments include money market funds. These investments are valued at the closing price reported in the active markets in which the individual security is traded.

Mutual funds: Comprised of investments in equity and fixed income securities held in pooled investment vehicles. The valuations of mutual funds are based on the respective net asset values which are determined by the fund daily at market close. The net asset values are calculated based on the valuation of the underlying assets which are determined using observable inputs. The net asset values are publicly reported.

Equity commingled trusts: Comprised of investments in equity securities held in pooled investment vehicles. The valuations of equity commingled trusts are based on the respective net asset values which are determined by the fund daily at market close. The net asset values are calculated based on the valuation of the underlying assets which are determined using observable inputs. The net asset values are not publicly reported, and funds are valued at the net asset value practical expedient.

Fixed income commingled trusts: Comprised of investments in fixed income securities held in pooled investment vehicles. The valuations of fixed income commingled trusts are based on the respective net asset values which are determined by the fund, either daily or monthly depending on the investment, at market close. The net asset values are reported by the investment manager based on the valuation of the underlying assets held by the fund, less its liabilities. The net asset values are not publicly reported, and funds are valued at the net asset value practical expedient.

Partnership units: Partnership units include investment partnerships that provide exposure to long/short equity, absolute return strategies, private equity investments, and real estate investments. The net asset values are reported by the investment manager based on the valuation of the underlying assets held by the partnerships, less its liabilities. The net asset values are not publicly reported, and funds are valued at the net asset value practical expedient.

Registered investment companies: Valued at net asset values which are not publicly reported. The net asset values are calculated based on the valuation of the underlying assets. The underlying assets are valued at the quoted market prices of shares held by the plan at year-end in the active market on which the individual securities are traded.

Insurance contracts: Comprised of investments in collective (group) insurance contracts, consisting of individual insurance policies. The policyholder is the employer, and each member is the owner/beneficiary of their individual insurance policy. These policies are a part of the insurance company’s general portfolio and participate in the insurer’s profit-sharing policy on an excess yield basis.

Measurement using net asset value as a practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported net asset value.

The methods described above may produce fair values that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The following tables provide information by level for the retirement benefit plan assets that are measured at fair value, as defined by U.S. GAAP. Certain investments for which the fair value is measured using the net asset value per share (or its equivalent) practical expedient are not presented within the fair value hierarchy. The fair value amounts presented for these investments are intended to permit reconciliation to the total fair value of plan assets at April 25, 2025 and April 26, 2024.

U.S. Pension Benefits

Fair Value at
Fair Value Measurements Using Inputs Considered asInvestments Measured at Net Asset Value
(in millions)April 25, 2025Level 1Level 2Level 3
Short-term investments$70$70$—$—$—
Mutual funds9292———
Equity commingled trusts1,011———1,011
Fixed income commingled trusts1,296———1,296
Partnership units1,142———1,142
$3,610$162$—$—$3,448
Fair Value atFair Value Measurements Using Inputs Considered asInvestments Measured at Net Asset Value
(in millions)April 26, 2024Level 1Level 2Level 3
Short-term investments$80$80$—$—$—
Mutual funds106106———
Equity commingled trusts942———942
Fixed income commingled trusts1,273———1,273
Partnership units1,151———1,151
$3,551$186$—$—$3,366

Non-U.S. Pension Benefits

Fair Value atFair Value Measurements Using Inputs Considered asInvestments Measured at Net Asset Value
(in millions)April 25, 2025Level 1Level 2Level 3
Registered investment companies$1,775$—$—$—$1,775
Insurance contracts48——48—
$1,823$—$—$48$1,775
Fair Value atFair Value Measurements Using Inputs Considered asInvestments Measured at Net Asset Value
(in millions)April 26, 2024Level 1Level 2Level 3
Registered investment companies$1,617$—$—$—$1,617
Insurance contracts42——42—
$1,659$—$—$42$1,617

Non-U.S. pension benefit assets that are valued using significant unobservable inputs (Level 3) was $48 million and $42 million as of April 25, 2025 and April 26, 2024, respectively.

The Company reviews the fair value hierarchy classification on an annual basis. There were no transfers into or out of Level 3 for both the U.S. and non-U.S. pension plans during the fiscal years ended April 25, 2025 and April 26, 2024.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Retirement Benefit Plan Funding It is the Company’s policy to fund retirement costs within the limits of allowable tax deductions. During fiscal year 2025, the Company made discretionary contributions of approximately $31 million to the U.S. pension plan. Internationally, the Company contributed approximately $45 million for pension benefits during fiscal year 2025. The Company anticipates that it will make contributions of $29 million and $55 million to its U.S. pension benefit plans and non-U.S. pension benefit plans, respectively, in fiscal year 2026. Based on the guidelines under the U.S. Employee Retirement Income Security Act of 1974 and the various guidelines which govern the plans outside the U.S., the majority of anticipated fiscal year 2026 contributions will be discretionary. The Company believes that pension assets, returns on invested pension assets, and Company contributions will be able to meet its pension and other post-retirement obligations in the future.

Retiree benefit payments, which reflect expected future service, are anticipated to be paid as follows:

(in millions)Gross Payments
Fiscal YearU.S. Pension BenefitsNon-U.S. Pension Benefits
2026$192$77
202720171
202821276
202921981
203022785
2031 – 20351,191483

Post-retirement Benefit Plans The net periodic benefit cost associated with the Company’s post-retirement benefit plans was income of $16 million, $16 million, and $11 million in fiscal years 2025, 2024, and 2023, respectively. The Company’s projected benefit obligation for all post-retirement benefit plans was $231 million and $235 million at April 25, 2025 and April 26, 2024, respectively. The Company’s fair value of plan assets for all post-retirement benefit plans was $303 million and $308 million at April 25, 2025 and April 26, 2024, respectively. The post-retirement benefit plan assets at both April 25, 2025 and April 26, 2024 primarily comprised of equity and fixed commingled trusts, consistent with the U.S. retirement benefit plan assets outlined in the fair value leveling tables above.

Defined Contribution Savings Plans The Company has defined contribution savings plans that cover substantially all U.S. employees and certain non-U.S. employees. The general purpose of these plans is to provide additional financial security during retirement by providing employees with an incentive to make regular savings. Company contributions to the plans are based on employee contributions and Company performance. Expense recognized under these plans was $478 million, $471 million, and $390 million in fiscal years 2025, 2024, and 2023, respectively.

16. Leases

The Company leases office, manufacturing, and research facilities and warehouses, as well as transportation, data processing, and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement, the Company recognizes a right-of-use asset and lease liability. Right-of-use assets represent the Company's right to use the underlying asset for the lease term. Lease liabilities are the Company's obligation to make the lease payments arising from a lease. As the Company’s leases typically do not provide an implicit rate, the Company’s lease liabilities are measured on a discounted basis using the Company's incremental borrowing rate. Lease terms used in the recognition of right-of-use assets and lease liabilities include only options to extend the leases that are reasonably certain to be exercised. Additionally, lease terms underlying the right-of-use assets and lease liabilities consider terminations that are reasonably certain to be executed.

The Company's lease agreements include leases that have both lease and associated nonlease components. The Company has elected to account for lease components and the associated nonlease components as a single lease component. The consolidated balance sheets do not include recognized assets or liabilities for leases that, at the commencement date, have a term of twelve months or less and do not include an option to purchase the underlying asset that is reasonably certain to be exercised. The Company recognizes such leases in the consolidated statements of income on a straight-line basis over the lease term. Additionally, the Company recognizes variable lease payments not included in its lease liabilities in the period in which the obligation for those payments is incurred. Variable lease payments for fiscal year 2025, 2024, and 2023 were not material.

The Company's lease agreements include leases accounted for as operating leases and those accounted for as finance leases. The right-of-use assets, lease liabilities, lease costs, cash flows, and lease maturities associated with the Company's finance leases were not material to the consolidated financial statements at April 25, 2025 or April 26, 2024 or for fiscal year 2025, 2024 and 2023. Finance lease right-of-use assets are included in propert

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

y, plant, and equipment, net, and finance lease liabilities are included in current debt obligations and long-term debt on the consolidated balance sheets.

The following table summarizes the balance sheet classification of the Company's operating leases and amounts of the right-of-use assets and lease liabilities at April 25, 2025 and April 26, 2024:

(in millions)Balance Sheet ClassificationApril 25, 2025April 26, 2024
Right-of-use assetsOther assets$1,100$1,012
Current liabilityOther accrued expenses192183
Non-current liabilityOther liabilities918840

The following table summarizes the weighted-average remaining lease term and weighted-average discount rate for the Company's operating leases at April 25, 2025 and April 26, 2024:

April 25, 2025April 26, 2024
Weighted-average remaining lease term8.7 Years8.8 Years
Weighted-average discount rate4.0%3.4%

The following table summarizes the components of total operating lease cost for fiscal year 2025, 2024, and 2023:

Fiscal Year
(in millions)202520242023
Operating lease cost$232$232$211
Short-term lease cost664162
Total operating lease cost$298$273$273

The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right-of-use assets obtained in exchange for operating lease liabilities for fiscal year 2025, 2024, and 2023:

Fiscal Year
(in millions)202520242023
Cash paid for amounts included in the measurement of operating lease liabilities$233$232$210
Right-of-use assets obtained in exchange for operating lease liabilities281220417

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The following table summarizes the maturities of the Company's operating leases at April 25, 2025:

(in millions) Fiscal YearOperating Leases
2026$218
2027199
2028155
2029119
2030100
Thereafter503
Total expected lease payments1,294
Less: Imputed interest(185)
Total lease liability$1,109

The Company makes certain products available to customers under lease arrangements, including arrangements whereby equipment is placed with customers who then purchase consumable products to accompany the use of the equipment. Income arising from arrangements where the Company is the lessor is recognized within net sales in the consolidated statements of income and the Company's net investments in sales-type leases are included in other current assets and other assets in the consolidated balance sheets. Lessor income for fiscal year 2025, 2024, and 2023 and the related assets and lease maturities at April 25, 2025 and April 26, 2024 were not material to the consolidated financial statements.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

17. Accumulated Other Comprehensive Loss

The following table provides changes in accumulated other comprehensive loss (AOCI), net of tax, and by component:

(in millions)Unrealized (Loss) Gain on Investment SecuritiesCumulative Translation AdjustmentsNet Investment HedgesNet Change in Retirement ObligationsUnrealized Gain (Loss) on Cash Flow HedgesTotal Accumulated Other Comprehensive (Loss) Income
April 29, 2022$(209)$(2,599)$841$(773)$474$(2,265)
Other comprehensive income (loss) before reclassifications(78)(240)(596)26184(704)
Reclassifications29——6(565)(530)
Other comprehensive income (loss)(49)(240)(596)32(381)(1,234)
April 28, 2023$(258)$(2,839)$245$(741)$93$(3,499)
Other comprehensive income (loss) before reclassifications29(846)633205438457
Reclassifications17——7(302)(278)
Other comprehensive income (loss)46(846)633212136180
April 26, 2024$(212)$(3,686)$878$(529)$229$(3,318)
Other comprehensive income (loss) before reclassifications135851(1,474)(116)(204)(808)
Reclassifications14——5(177)(158)
Other comprehensive income (loss)149851(1,474)(110)(381)(966)
April 25, 2025$(63)$(2,835)$(597)$(640)$(149)$(4,284)

The income tax on gains and losses on investment securities in other comprehensive income before reclassifications during fiscal years 2025, 2024, and 2023 was an expense of $25 million, an expense of $4 million, and a benefit of $21 million, respectively. During fiscal years 2025, 2024, and 2023, realized gains and losses on investment securities reclassified from AOCI were reduced by income taxes of $3 million, $5 million and $9 million, respectively. When realized, gains and losses on investment securities reclassified from AOCI are recognized within other non-operating income, net. Refer to Note 5 for additional information.

During fiscal years 2025, 2024, and 2023, the income tax on cumulative translation adjustment was an expense of $4 million, an expense of $3 million, and a benefit of $5 million, respectively.

During fiscal year 2025, the income tax on net investment hedges was a benefit of $47 million. During fiscal years 2024 and 2023, there were no tax impacts on net investment hedges. Refer to Note 7 for additional information.

The net change in retirement obligations in other comprehensive income includes amortization of net actuarial losses included in net periodic benefit cost. The income tax on the net change in retirement obligations in other comprehensive income before reclassifications during fiscal years 2025, 2024, and 2023 resulted in a benefit of $32 million, an expense of $79 million, and an expense of $6 million, respectively. During fiscal years 2025, 2024, and 2023, the gains and losses on defined benefit and pension items reclassified from AOCI were reduced by income taxes of $3 million, $2 million, and $9 million, respectively. When realized, net gains and losses on defined benefit and pension items reclassified from AOCI are recognized within other non-operating income, net. Refer to Note 15 for additional information.

The income tax on unrealized gains and losses on cash flow hedges in other comprehensive income before reclassifications during fiscal years 2025, 2024, and 2023 was a benefit of $33 million, an expense $103 million, and an expense of $56 million, respectively. Amounts reclassified from AOCI related to cash flow hedges included income taxes of $52 million, $66 million, and $133 million for fiscal years 2025, 2024, and 2023, respectively. When realized, gains and losses on currency exchange rate contracts reclassified from AOCI are recognized within other operating (income) expense, net or cost of products sold. Refer to Note 7 for additional information.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

18. Commitments and Contingencies

Legal Matters

The Company and its affiliates are involved in a number of legal actions from time to time involving product liability, employment, intellectual property and commercial disputes, shareholder-related matters, environmental proceedings, tax disputes, and governmental proceedings and investigations, including those described below. With respect to governmental proceedings and investigations, like other companies in our industry, the Company is subject to extensive regulation by national, state, and local governmental agencies in the United States and in other jurisdictions in which the Company and its affiliates operate. As a result, interaction with governmental agencies is ongoing. The Company’s standard practice is to cooperate with regulators and investigators in responding to inquiries. With respect to intellectual property disputes, the Company is involved in litigation relating to patents, trademarks, copyrights, trade secrets, and other intellectual property (IP) rights, and licenses, acquisitions or other agreements relating to such rights. This litigation includes, but is not limited to, alleged infringement or misappropriation of IP rights, or breach of obligations related to IP rights, or other claims asserted by competitors, individuals, or, consistent with a growing trend across technology-intensive industries, other entities created specifically to fund IP litigation. With respect to commercial disputes, antitrust and competition issues have gained increased prominence, enforcement and private litigation have increased globally, and the Company is involved in or at risk for antitrust litigation, investigations or enforcement actions regarding a range of commercial activities, including challenges to mergers and acquisition transactions, joint ventures, co-development or co-marketing arrangements, contracting practices, distribution agreements and employment agreements. The outcomes of legal actions are not within the Company’s complete control and may not be known for prolonged periods of time. In some actions, the enforcement agencies or private claimants seek significant monetary damages and/or royalty payments, as well as other civil or criminal remedies (including injunctions barring or restricting the sale of products that are the subject of the proceeding, placing restrictions on competitive strategies or practices, or unwinding consummated transactions), any or all of which could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.

The Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies related to legal actions when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required. Estimates of probable losses resulting from litigation and governmental proceedings involving the Company are inherently difficult to predict, particularly when the matters are in early procedural stages with incomplete scientific facts or legal discovery, involve unsubstantiated or indeterminate claims for damages, potentially involve penalties, fines or punitive damages, or could result in a change in business practice. The Company classifies certain specified litigation charges and gains related to significant legal matters as certain litigation charges, net in the consolidated statements of income. During fiscal years 2025, 2024, and 2023, the Company recognized $317 million of certain litigation charges, net, $149 million of certain litigation charges, net, and $30 million of certain litigation income, net, respectively. At April 25, 2025 and April 26, 2024, accrued litigation was approximately $0.4 billion and $0.2 billion, respectively. The ultimate cost to the Company with respect to accrued litigation could be materially different than the amount of the current estimates and accruals and could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows. The Company includes accrued litigation in other accrued expenses and other liabilities on the consolidated balance sheets. While it is not possible to predict the outcome for most of the legal matters discussed below, the Company believes it is possible that the costs associated with these matters could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.

Intellectual Property Matters

Colibri

The Company is a defendant in patent litigation brought by Colibri Heart Valve LLC (Colibri) in the U.S. District Court for the Central District of California. Colibri alleges infringement of one patent by the Company’s Evolut family of transcatheter aortic valve replacement devices. The patent asserted by Colibri has expired. On February 8, 2023, a jury returned a verdict against the Company for approximately $106 million. In July 2023, the Company filed its appeal with the U.S. Court of Appeals for the Federal Circuit. The Company has not recognized an expense in connection with this matter because it does not currently believe a loss is probable.

Product Liability Matters

Hernia Mesh Litigation

Starting in fiscal year 2020, plaintiffs began filing lawsuits against certain subsidiaries of the Company in U.S. state and federal courts that allege personal injury from hernia mesh products sold by those subsidiaries. As of June 11, 2025, the Company and certain of its subsidiaries have been named as defendants in lawsuits filed on behalf of approximately 9,325 individual plaintiffs, and certain plaintiffs’ law firm

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

s have advised the Company that they may file additional cases in the future. Approximately 6,950 plaintiffs have pending lawsuits in a coordinated proceeding in Massachusetts state court, where they have been consolidated before a single judge. Approximately 500 plaintiffs have pending lawsuits in a coordinated action in Minnesota state court, and there are approximately 1,875 actions coordinated in a federal Multidistrict Litigation in the U.S. District Court for the District of Massachusetts plus fewer than ten one-off cases filed in other courts. The pending lawsuits relate almost entirely to hernia mesh products that have not been subject to recalls, withdrawals, or other adverse regulatory action. The Company has not recorded an expense related to damages in connection with these matters because any potential loss is not currently probable and reasonably estimable. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.

Diabetes Pump Retainer Ring Litigation

Starting in fiscal year 2021, plaintiffs began filing lawsuits against the Diabetes operating unit in U.S. state and federal courts alleging personal injury from Series 600 insulin pumps with allegedly defective clear retainer rings that were subject to field corrective actions in 2019 and 2021. As of May 28, 2025, after a number of recent dismissals, there are nine lawsuits filed on behalf of 20 individuals. Plaintiffs’ firms previously notified the Company that they may file additional lawsuits in the future on behalf of several thousand additional claimants. Most of the filed suits are coordinated in California state court. The Company has not recorded an expense related to damages in connection with these matters because any potential loss is not currently probable and reasonably estimable. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.

Antitrust Matters

Applied Medical

The Company is a defendant in civil antitrust litigation brought by Applied Medical Resources Corporation in the U.S. District Court for the Central District of California, alleging that the Company has engaged in anticompetitive and monopolistic conduct relating to its sales of advanced bipolar devices, including under contracts with group purchasing organizations. The Company has substantial legal and factual defenses and intends to defend itself vigorously. The court recently deferred trial from June 2025 until after it rules on the parties' summary judgment motions. The Company has not recorded an expense related to damages in connection with this matter because any potential loss is not currently probable and reasonably estimable. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from this matter.

Environmental Proceedings

The Company is a successor to several investigation and cleanup actions at various stages related to environmental remediation matters at a number of sites, including in Orrington, Maine. These projects relate to a variety of activities, including removal of solvents, metals and other hazardous substances from soil and groundwater. The ultimate cost of site cleanup and timing of future cash flows is difficult to predict given uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods.

The Company is also a successor to a party named in a lawsuit filed in the U.S. District Court for the District of Maine in the early 2000's by the Natural Resources Defense Council and the Maine People's Alliance relating to mercury contamination of the Penobscot River and Bay and options for remediating such contamination. In October 2022, the court issued a final order approving the settlement and the parties are working with consultants on implementation of remedial activities. The final court order did not result in a change to the Company's previous accrual for this matter.

The Company's accrued expenses for these various environmental proceedings are included within accrued litigation as discussed above.

Anti-Corruption Matters

The Company has regular and ongoing interactions with governmental agencies, and its practice is to cooperate with such inquiries. In addition, from time to time, the Company self-discloses potential concerns to governmental regulators. Like many in the medical device industry or with international operations, the Company engages in periodic discussions with the U.S. Securities and Exchange Commission, U.S. Department of Justice, and various authorities in other countries regarding certain activities in different global markets. The Company is committed to regularly evaluating and, as appropriate, strengthening its anti-corruption compliance programs and practices. Any possible future determination that certain of our operations and activities, and/or those of our third-party distributors, are not in compliance with existing laws could result in the imposition of fines, penalties, and equitable remedies in the United States or in other jurisdictions. The Company has not recorded an expense in connection with these matters because any potential loss is not currently probable and reasonably estimable. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Other Matters

Italian Payback

In 2015, “payback” legislation was enacted in Italy requiring companies selling medical devices to make payments to the Italian state if Italy’s medical device expenditures exceed annual regional maximum ceilings. The payment amounts are calculated based upon the amount by which the regional ceilings were exceeded for any given year. There has been significant scrutiny on the legality and enforceability of the payback law since its inception, and litigation challenging the law has been proceeding through the Italian Courts. Since the law was enacted, the Company has recognized an estimate for the amount of variable consideration but has not made any payments under the payback law. In July 2024, two rulings by the Constitutional Court of Italy found that the medical device payback law is constitutional. Therefore, the Company increased its liability pertaining primarily to certain prior years since 2015 by $90 million during the three months ended July 26, 2024, as a reduction to net sales in the consolidated statements of income. As litigation before Italian Courts is still pending, final resolution is unknown at this time, and it is possible that the amount of the Company’s liability could differ from the amount currently accrued.

Contract Termination with Blackstone

As described in Note 3, the Company is party to various research and development funding arrangements with Blackstone, which are subject to certain termination provisions. During fiscal year 2025, the parties negotiated a contractual dispute resolution under one of the funding arrangements. As a result, the Company recognized certain litigation charges in connection with the resolution. The Company included this accrued litigation charge in other accrued expenses on the consolidated balance sheets.

Income Taxes

In March 2009, the IRS issued its audit report on Medtronic, Inc. for fiscal years 2005 and 2006. Medtronic, Inc. reached agreement with the IRS on some, but not all matters related to these fiscal years. The remaining unresolved issue for fiscal years 2005 and 2006 relates to the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico, which is one of the Company's key manufacturing sites. The Tax Court reviewed this dispute, and in June 2016, issued an opinion with respect to the allocation of income between the parties for fiscal years 2005 and 2006 whereby it generally rejected the IRS’s position, but also made certain modifications to the Medtronic, Inc. tax returns as filed. In April 2017, the IRS filed a Notice of Appeal to the U.S. Court of Appeals for the Eighth Circuit regarding the Tax Court opinion. The U.S. Court of Appeals issued its opinion in August 2018 and remanded the case back to the Tax Court for additional factual findings. The Tax Court issued its second 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. Oral argument for the Appeal occurred in May 2025.

The IRS has issued its audit reports on Medtronic, Inc. for fiscal years 2007 through 2016. Medtronic, Inc. and the IRS have reached agreement on all significant issues except for the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico for the businesses that are the subject of the U.S. Tax Court matter for fiscal years 2005 and 2006.

Medtronic, Inc.’s fiscal years 2017 through 2023 U.S. federal income tax returns are currently being audited by the IRS.

Covidien LP (a wholly owned subsidiary of Medtronic plc) has either reached agreement with the IRS or the statute of limitations has lapsed on its U.S. federal income tax returns through fiscal year 2021. Covidien LP’s fiscal year 2023 federal income tax return is currently being audited by the IRS.

Although it is not possible to predict the outcome for most of the income tax matters discussed above, the Company believes it is possible that charges associated with these matters could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.

Refer to Note 13 for additional discussion of income taxes.

Guarantees

In the normal course of business, the Company and/or its affiliates periodically enter into agreements that require one or more of the Company and/or its affiliates to indemnify customers or suppliers for specific risks, such as claims for injury or property damage arising as a result of the Company or its affiliates’ products, the negligence of the Company's personnel, or claims alleging that the Company's products infringe on third-party patents or other intellectual property. The Company also offers warranties on various products. The Company’s maximum exposure under these guarantees is unable to be estimated. Historically, the Company has not experienced significant losses on these types of guarantees.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

We also enter into standby letters of credit agreements, bank guarantees, and surety bonds with financial institutions to support various performance and other obligations, as well as ongoing tax matters. As of April 25, 2025, the aggregated amount outstanding under these instruments was approximately $0.9 billion.

The Company believes the ultimate resolution of the above guarantees is not expected to have a material effect on the Company’s consolidated earnings, financial position, and/or cash flows.

19. Segment and Geographic Information

The Company has four reportable segments: Cardiovascular Portfolio, Neuroscience Portfolio, Medical Surgical Portfolio, and Diabetes Operating Unit. The chief operating decision maker (CODM) is our Chief Executive Officer (CEO) and has chosen to organize the entity based upon therapy solutions provided by each segment. The four reportable segments are strategic businesses that are managed separately, as each one develops and manufactures products and provides services oriented toward targeted therapy solutions.

The primary products and services from which the Cardiovascular Portfolio segment derives its revenues include products for the diagnosis, treatment, and management of cardiac rhythm disorders and cardiovascular disease, as well as services to diagnose, treat, and manage heart and vascular-related disorders and diseases.

The primary products and services from which the Neuroscience Portfolio segment derives its revenues include those focused on neurostimulation therapies and drug delivery systems for the treatment of chronic pain, as well as various areas of the spine and brain, along with pelvic health and conditions of the ear, nose, and throat.

The primary products and services from which the Medical Surgical Portfolio segment derives its revenues include those focused on diseases of the respiratory system, gastrointestinal tract, lungs, pelvic region, obesity, and other preventable complications.

The primary products from which the Diabetes Operating Unit segment derives its revenues include those focused on diabetes management, including insulin pumps, continuous glucose monitoring systems and sensors, and smart insulin pens.

The CODM measures and evaluates segment performance and allocates resources based on net sales and segment operating profit. Net sales include end-customer revenues from products developed, manufactured, and distributed by the segments. Significant expense categories include cost of products sold excluding amortization of intangible assets, research and development expense, and selling, general, and administrative expenses. Segment operating profit excludes certain corporate and centralized expenses not allocated to the segments, including interest income and expense, amortization of intangible assets, centralized distribution costs, currency impact of remeasurement and hedging recorded in other operating (income) expense, net, non-operating income or expense items, certain corporate charges, stock-based compensation, and other items not allocated to the segments. The CODM uses segment operating profit in the budget and forecasting process and to monitor budget and forecast variances versus actual when assessing segment performance and allocating capital resources to each segment.

The accounting policies of the segments are the same as those described in Note 1. Certain depreciable assets may be recorded by one segment, while the depreciation expense is allocated to another segment. The allocation of depreciation expense is based on the proportion of the assets used by each segment. The CODM is not regularly provided with expenditures for additions to long-lived assets.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Segment Operating Profit

Fiscal Year 2025
(in millions)CardiovascularNeuroscienceMedical SurgicalDiabetesTotal
Net sales$12,481$9,846$8,407$2,755$33,489
Reconciliation of revenues
Other operating segment net sales (1)137
Other adjustments (2)(90)
Total consolidated net sales$33,537
Less:
Cost of products sold, excluding amortization of intangible assets3,9672,7623,1421,11710,987
Research and development expense9315426064002,478
Selling, general, and administrative expense2,8242,3271,6007917,541
Other segment items (3)(41)3118(43)(36)
Reportable segment operating profit$4,801$4,183$3,042$491$12,518
Reconciliation of segment profit / (loss)
Other operating segment profit (1)49
Corporate(1,837)
Interest expense, net(729)
Other non-operating income, net402
Amortization of intangible assets(1,807)
Stock-based compensation(429)
Centralized distribution costs(1,650)
Currency(3)
Restructuring and associated costs(303)
Acquisition and divestiture-related items(124)
Certain litigation charges, net(317)
Medical device regulations(52)
Other adjustments (2)(90)
Income before income taxes$5,628

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Fiscal Year 2024
(in millions)CardiovascularNeuroscienceMedical SurgicalDiabetesTotal
Net sales$11,831$9,406$8,417$2,488$32,142
Reconciliation of revenues
Other operating segment net sales (1)221
Total consolidated net sales$32,364
Less:
Cost of products sold, excluding amortization of intangible assets3,7312,6343,05796310,385
Research and development expense9065565874022,452
Selling, general, and administrative expense2,7482,2451,5947787,365
Other segment items (3)(28)309(49)(39)
Reportable segment operating profit$4,474$3,940$3,170$394$11,979
Reconciliation of segment profit / (loss)
Other operating segment profit (1)10
Corporate(1,784)
Interest expense, net(719)
Other non-operating income, net412
Amortization of intangible assets(1,693)
Stock-based compensation(393)
Centralized distribution costs(1,609)
Currency68
Restructuring and associated costs(389)
Acquisition and divestiture-related items(777)
Certain litigation charges, net(149)
Medical device regulations(119)
Income before income taxes$4,837

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Fiscal Year 2023
(in millions)CardiovascularNeuroscienceMedical SurgicalDiabetesTotal
Net sales$11,522$8,959$7,989$2,262$30,731
Reconciliation of revenues
Other operating segment net sales (1)495
Total consolidated net sales$31,227
Less:
Cost of products sold, excluding amortization of intangible assets3,5622,4112,8598719,704
Research and development expense8155735433922,323
Selling, general, and administrative expense2,6532,1891,5497057,096
Other segment items (3)(31)74(10)(90)(57)
Reportable segment operating profit$4,522$3,712$3,048$383$11,664
Reconciliation of segment profit / (loss)
Other operating segment loss (1)(89)
Corporate(1,763)
Interest expense, net(636)
Other non-operating income, net515
Amortization of intangible assets(1,698)
Stock-based compensation(355)
Centralized distribution costs(1,558)
Currency465
Restructuring and associated costs(647)
Acquisition and divestiture-related items(345)
Certain litigation charges, net30
Medical device regulations(150)
Commitments to the Medtronic Foundation and Medtronic LABS(70)
Income before income taxes$5,364

(1)Includes the operations and ongoing transition agreements from businesses the Company has exited or divested.

(2)Includes incremental Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015.

(3)Other segment items for each reportable segment primarily includes royalty expense. The Cardiovascular and Diabetes segments also include income from funded research and development arrangements.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Total Assets and Depreciation Expense

Total AssetsDepreciation Expense
(in millions)April 25, 2025April 26, 2024202520242023
Cardiovascular$16,548$16,128$225$199$209
Neuroscience18,47618,270282252267
Medical Surgical33,31733,586205194203
Diabetes4,1363,9961129480
Total reportable segments72,47671,980823739759
Other operating segment (1)2965471—2
Corporate18,90617,455229215238
Total$91,680$89,981$1,054$954$999

(1)Includes the operations and ongoing transition agreements from businesses the Company has exited or divested.

Geographic Information

Net sales are attributed to the country based on the location of the customer taking possession of the products or in which the services are rendered. Geographic property, plant, and equipment are attributed to the country based on the physical location of the assets.

The following table presents net sales for fiscal years 2025, 2024, and 2023, and property, plant, and equipment, net at April 25, 2025 and April 26, 2024 for the Company's country of domicile, countries with significant concentrations, and all other countries:

Net salesProperty, plant, and equipment, net
(in millions)202520242023April 25, 2025April 26, 2024
Ireland$116$113$98$291$252
United States17,17116,56216,3735,1334,593
Rest of world16,25015,68914,7561,4141,286
Total other countries, excluding Ireland33,42132,25131,1296,5475,879
Total$33,537$32,364$31,227$6,837$6,131

No single customer represented over 10 percent of the Company’s consolidated net sales in fiscal years 2025, 2024, or 2023.

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