What changed in this filing

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Item 9A. Controls and Procedures

2023-06-22 compared with 2022-06-23 · 47 added, 43 removed, 277 unchanged (25% of the section changed)

11 unchanged sentences

During the quarter ended April 28, 2023, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company has not experienced any material impacts to its internal controls over financial reporting despite the COVID-19 pandemic.

Other Information

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

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

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

In particular, during the second and third quarters of fiscal year 2023, Medtronic engaged in certain regulatory activities involving Russia’s Federal Security Service (“FSB”) related to its medical devices that were expressly authorized by the U.S.

Government under applicable economic sanctions regulations.

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

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

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

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

Medtronic did not engage in these activities during the first and fourth quarters of fiscal year 2023.

To the extent that notifications with the FSB remain permissible under U.S.

9 unchanged sentences

Fong 61 Executive Vice President, General Counsel and Corporate Secretary of the Company

Robert ten Hoedt 62 Executive Vice President and President, Global Regions

Parkhill 57 Executive Vice President and Chief Financial Officer

Surface 56 Executive Vice President and Chief Human Resources Officer

Robert ten Hoedt 61 Executive Vice President and President, EMEA Region, President, APAC Region

White 59 Executive Vice President and President, Medical Surgical Portfolio

John Liddicoat, M.D.

58 Executive Vice President and President, Americas Region

Sean Salmon 57 Executive Vice President and President, Diabetes Operating Unit, President, Cardiovascular Portfolio

Sean Salmon 58 Executive Vice President and President, Cardiovascular Portfolio

Smith 59 Executive Vice President, Global Operations and Supply Chain

Brett Wall 58 Executive Vice President and President, Neuroscience Portfolio

White 60 Executive Vice President and President, Medical Surgical Portfolio

Martha , age 53, is Chairman of the Board of Directors and Chief Executive Officer of Medtronic.

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

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

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

16 unchanged sentences

Fong currently serves on the Board of Cboe Global Markets.

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

He previously served as Executive Vice President and President, EMEA Region of the Company since January 2015 and of Medtronic, Inc.

since May 2014, as well as President, APAC Region since March 2022.

Prior to that, he was Senior Vice President and President, EMEA and Canada from 2009 to 2014;

Vice President CardioVascular Europe and Central Asia from 2006 to 2009;

Vice President and General Manager, Vitatron from 1999 to 2006;

Gastro-Uro leader from 1994 to 1999;

and Marketing Manager, Neurological from 1991 to 1994.

Parkhill , age 57, joined the Company as Executive Vice President and Chief Financial Officer in June 2016.

7 unchanged sentences

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

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

since September 2013.

Prior to that, she was the Executive Vice President and Chief Human Resources Officer at Best Buy Co., Inc.

from March 2010 to September 2013, and held a series of HR leadership roles at PepsiCo Inc., from May 2000 to March 2010.

Robert ten Hoedt , age 61, has been Executive Vice President and President, EMEA Region of the Company since January 2015 and of Medtronic, Inc.

since May 2014, as well as President, APAC Region starting March 2022.

Prior to that, he was Senior Vice President and President, EMEA and Canada from 2009 to 2014;

Vice President CardioVascular Europe and Central Asia from 2006 to 2009;

Vice President and General Manager, Vitatron from 1999 to 2006;

Gastro-Uro leader from 1994 to 1999;

and Marketing Manager, Neurological from 1991 to 1994.

White , age 59, is Executive Vice President and President, Medical Surgical Portfolio.

Since 2017, Mr.

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

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

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

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

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

John Liddicoat, M.D.

, age 58, was named Executive Vice President and President, Americas Region in September 2018.

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

In December of 2006, Dr.

Liddicoat was named Vice President and General Manager of the Structural Heart Disease Business.

Beginning in August 2014, Dr.

Liddicoat served as Senior Vice President and President, Cardiac Rhythm and Heart Failure.

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

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

Sean Salmon, age 58, has been Executive Vice President and President of Medtronic's Cardiovascular Portfolio since January 2021.

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

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

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

Salmon is a seasoned leader who has been with Medtronic since 2004 and spent the past 16 years in increasingly senior levels of management.

1 unchanged sentence

Salmon worked at CR Bard and Johnson & Johnson.

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

Prior to joining Medtronic, he was Executive Vice President of U.S.

Supply Chain at Walmart.

In addition, Mr.

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

Brett Wall, age 58, is Executive Vice President and President of Medtronic’s Neuroscience Portfolio.

7 unchanged sentences

Wall has also worked at Boston Scientific as Director of Marketing, Cardiovascular, Asia Pacifica and Marketing Manager, Japan, from September 1995 to September 2000.

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

Since 2017, Mr.

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

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

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

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

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

Executive Compensation

8 unchanged sentences

Exhibits and Financial Statement Schedules

Financial Statement Schedules

Financial Statement Schedule

Valuation and Qualifying Accounts — years ended April 28, 2023, April 29, 2022, and April 30, 2021.

13 unchanged sentences

Deferred tax valuation allowance:

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

1 (e) (27) (f)

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

Fiscal year ended April 30, 2021 5,482 342 170 (e) ( 172 ) (d) 5,822

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

(a) Primarily consists of uncollectible accounts written off, less recoveries.

(b) Primarily reflects utilization of the inventory reserve.

(d) Primarily reflects carryover attribute utilization and expiration.

(e) Primarily reflects the effects of currency fluctuations.

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

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

136 unchanged sentences

*10.82 Restricted Stock Unit Award Agreement for awards vesting ratably on the first, second, third, and fourth anniversary of the grant date - 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.6 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No.

10.83 Amendment No.

4 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12, 2022.

10.84 Annex I to Amendment No.

4 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12, 2022.

#10.85 Amendment No.

2 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12, 2020

#10.86 Medtronic Nonqualified Retirement Plan Supplement dated as of April 28, 2023

#21 List of Subsidiaries of Medtronic plc.

33 unchanged sentences

/s/ Jennifer M.

Global Controller and Chief Accounting Officer

Senior Vice President, Global Controller and Chief Accounting Officer

(Principal Accounting Officer)

Craig Arnold*

Lidia Fonseca*

Goldsmith, Ph.D.*

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures