What changed in this filing

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Item 1. Financial Statements

2025-11-25 compared with 2025-08-26 · 276 added, 187 removed, 804 unchanged (37% of the section changed)

2 unchanged sentences

Consolidated Statements of Income

Three months ended

(in millions, except per share data) July 25, 2025 July 26, 2024

Three months ended Six months ended

(in millions, except per share data) October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024

Net sales $ 8,961 $ 8,403 $ 17,539 $ 16,318

6 unchanged sentences

Certain litigation charges, net — — 27 81

Other operating expense, net 70 1

Other operating expense (income), net 22 ( 34 ) 92 ( 33 )

Operating profit 1,686 1,595 3,130 2,873

13 unchanged sentences

Consolidated Statements of Comprehensive Income

Three months ended

(in millions) July 25, 2025 July 26, 2024

Three months ended Six months ended

(in millions) October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024

Net income $ 1,381 $ 1,278 $ 2,428 $ 2,327

4 unchanged sentences

Net change in retirement obligations 3 — 4 1

Unrealized loss on cash flow hedges ( 128 ) ( 66 )

Other comprehensive loss ( 318 ) ( 92 )

Unrealized gain (loss) on cash flow hedges 167 ( 27 ) 39 ( 93 )

Other comprehensive income 325 161 6 69

Comprehensive income including noncontrolling interests 1,706 1,439 2,434 2,396

4 unchanged sentences

Consolidated Balance Sheets

(in millions) July 25, 2025 April 25, 2025

(in millions) October 24, 2025 April 25, 2025

Current assets:

53 unchanged sentences

July 25, 2025 1,282 $ — $ 20,891 $ 31,606 $ ( 4,604 ) $ 47,893 $ 240 $ 48,133

Net income — — — 1,374 — 1,374 7 1,381

Other comprehensive income (loss) — — — — 329 329 ( 4 ) 325

Dividends to shareholders ($ 0.71 per ordinary share)

— — — ( 910 ) — ( 910 ) — ( 910 )

Issuance of shares under stock purchase and award plans 3 — 94 — — 94 — 94

Repurchase of ordinary shares ( 3 ) — ( 309 ) — — ( 309 ) — ( 309 )

Stock-based compensation — — 182 — — 182 — 182

Changes to noncontrolling ownership interests — — — — — — ( 39 ) ( 39 )

October 24, 2025 1,282 $ — $ 20,857 $ 32,070 $ ( 4,275 ) $ 48,652 $ 204 $ 48,857

Ordinary Shares Additional Paid-in Capital Retained

13 unchanged sentences

July 26, 2024 1,282 $ — $ 20,810 $ 30,547 $ ( 3,410 ) $ 47,947 $ 213 $ 48,160

Net income — — — 1,270 — 1,270 9 1,278

Other comprehensive income — — — — 161 161 — 161

Dividends to shareholders ($ 0.70 per ordinary share)

— — — ( 897 ) — ( 897 ) — ( 897 )

Issuance of shares under stock purchase and award plans 3 — 103 — — 103 — 103

Repurchase of ordinary shares ( 3 ) — ( 248 ) — — ( 248 ) — ( 248 )

Stock-based compensation — — 159 — — 159 — 159

October 25, 2024 1,283 $ — $ 20,824 $ 30,919 $ ( 3,250 ) $ 48,494 $ 222 $ 48,716

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

1 unchanged sentence

Consolidated Statements of Cash Flows

Three months ended

(in millions) July 25, 2025 July 26, 2024

Six months ended

(in millions) October 24, 2025 October 25, 2024

Operating Activities:

58 unchanged sentences

Recently Adopted Accounting Standards

For the three months ended July 25, 2025, there have been no newly adopted accounting pronouncements that materially impact our consolidated financial statements.

During the six months ended October 24, 2025, there have been no newly adopted accounting pronouncements that materially impact our consolidated financial statements.

Refer to the Company's Annual Report on Form 10-K for the fiscal year ended April 25, 2025 for pronouncements recently adopted.

Not Yet Adopted Accounting Standards

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.

In December 2023, the FASB issued Accounting Standards Update (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.

1 unchanged sentence

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.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 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.

Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40), to increase the operability of the recognition guidance by removing all references to "project stages" and clarifying when an entity is required to start capitalizing software costs.

This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2029, with early adoption permitted.

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

Medtronic plc

2 unchanged sentences

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.

Refer to Note 17 to the consolidated financial statements for additional information regarding the Company's reporting structure.

The table below illustrates net sales by segment and division and by market geography for the three months ended July 25, 2025 and July 26, 2024.

The table below illustrates net sales by segment and division and by market geography for the three and six months ended October 24, 2025 and October 25, 2024.

revenue includes United States and U.S.

1 unchanged sentence

Three months ended

(in millions) July 25, 2025 July 26, 2024

Six months ended

(in millions) October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024

Cardiac Rhythm & Heart Failure $ 1,825 $ 1,578 $ 3,538 $ 3,114

13 unchanged sentences

Other adjustments (2)

— — 39 ( 90 )

Total net sales $ 8,961 $ 8,403 $ 17,539 $ 16,318

International U.S.

International

Three months ended

(in millions) July 25, 2025 July 26, 2024 July 25, 2025 July 26, 2024

Three months ended Six months ended

(in millions) October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024

Cardiovascular $ 1,592 $ 1,434 $ 1,844 $ 1,668 $ 3,071 $ 2,836 $ 3,650 $ 3,272

4 unchanged sentences

Other operating segment (1)

22 18 13 19 42 37 27 38

Other adjustments (2)

5 unchanged sentences

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

At July 25, 2025, $ 952 million of rebates were

At October 24, 2025, $ 1.0 billion of rebates were classified as other accrued expenses, and $ 689 million of distributor chargebacks were classified as a reduction of accounts receivable in the

Medtronic plc

Notes to Consolidated Financial Statements

classified as other accrued expenses, and $ 683 million of distributor chargebacks were classified as a reduction of accounts receivable in the consolidated balance sheet.

consolidated balance sheet.

At April 25, 2025, $ 983 million of rebates were classified as other accrued expenses, and $ 680 million of distributor chargebacks were classified as a reduction of accounts receivable in the consolidated balance sheet.

During the three months ended July 26, 2024, the Company recognized $ 90 million of incremental Italian payback accruals resulting from the July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015.

During the three months ended July 25, 2025, the Company decreased its accrual for the Italian payback by $ 39 million resulting from the June 30, 2025 legislative decree published by the Italian government and formalized into law in August 2025 confirming a reduction of the amounts due for years 2015 to 2018.

During the six months ended October 25, 2024, the Company recognized $ 90 million of incremental Italian payback accruals resulting from the July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015.

During the six months ended October 24, 2025, the Company decreased its accrual for the Italian payback by $ 39 million resulting from the June 30, 2025 legislative decree published by the Italian government and formalized into law in August 2025 confirming a reduction of the amounts due for years 2015 to 2018.

The changes in estimates related to the Italian payback accruals were recognized as adjustments to net sales in the consolidated statements of income.

Refer to Note 16 for additional information.

Other adjustments to variable consideration during the three months ended July 25, 2025 and July 26, 2024 were not material.

Other adjustments to variable consideration during the three and six months ended October 24, 2025 and October 25, 2024 were not material.

Deferred Revenue and Remaining Performance Obligations

Deferred revenue at July 25, 2025 and April 25, 2025 was $ 442 million and $ 446 million, respectively.

At July 25, 2025 and April 25, 2025, $ 352 million and $ 354 million was included in other accrued expenses, respectively, and $ 91 million and $ 92 million was included in other liabilities, respectively.

During the three months ended July 25, 2025, the Company recognized $ 135 million of revenue that was included in deferred revenue as of April 25, 2025.

During the three months ended July 26, 2024, the Company recognized $ 108 million of revenue that was included in deferred revenue as of April 26, 2024.

Deferred revenue at October 24, 2025 and April 25, 2025 was $ 451 million and $ 446 million, respectively.

At October 24, 2025 and April 25, 2025, $ 356 million and $ 354 million was included in other accrued expenses, respectively, and $ 95 million and $ 92 million was included in other liabilities, respectively.

During the six months ended October 24, 2025, the Company recognized $ 229 million of revenue that was included in deferred revenue as of April 25, 2025.

During the six months ended October 25, 2024, the Company recognized $ 196 million of revenue that was included in deferred revenue as of April 26, 2024.

Remaining performance obligations include goods and services that have not yet been delivered or provided under existing, noncancellable contracts with minimum purchase commitments.

At July 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 $ 0.4 billion.

At October 24, 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 .

1 unchanged sentence

Acquisition Activity

During the three months ended July 25, 2025, the Company had no acquisitions that were accounted for as business combinations.

During the three and six months ended October 24, 2025, the Company had no acquisitions that were accounted for as business combinations.

During the fiscal year ended April 25, 2025, the Company had acquisitions that were accounted for as business combinations.

For the three months ended July 25, 2025 and the fiscal year ended April 25, 2025, purchase price allocation adjustments were not significant.

For the three and six months ended October 24, 2025 and the fiscal year ended April 25, 2025, purchase price allocation adjustments were not significant.

Fiscal Year 2025

7 unchanged sentences

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 expense, net as the research and development costs are incurred and funding payments become due.

Under these arrangements, the Company recognized income of $ 36 million and $ 38 million during the three months ended July 25, 2025 and July 26, 2024, respectively.

As of July 25, 2025, the Company is eligible to receive additional funding of $ 355 million under these arrangements.

The Company recognizes the funding as income within other operating expense (income), net as the research and development costs are incurred and funding payments become due.

Under these arrangements, the Company recognized income of $ 37 million and $ 73 million during the three and six months ended October 24, 2025, respectively, and income of $ 46 million and $ 84 million during the three and six months ended October 25, 2024, respectively.

As of October 24, 2025, the Company is eligible to receive additional funding of $ 318 million under these arrangements.

Following potential U.S.

2 unchanged sentences

At the time of executing these contracts, the occurrence of such circumstances was deemed to be remote.

Restructuring Charges

Restructuring, associated, and other costs for the three months ended July 25, 2025 and July 26, 2024 were $ 67 million and $ 62 million respectively, which primarily related to employee termination benefits provided to employees who have been involuntarily terminated and facility related and contract termination costs.

Medtronic plc

Notes to Consolidated Financial Statements

Restructuring Charges

Restructuring, associated, and other costs for the three and six months ended October 24, 2025 were $ 13 million and $ 79 million, respectively, as compared to $ 46 million and $ 108 million for the three and six months ended October 25, 2024, respectively.

Restructuring, associated, and other costs primarily related to employee termination benefits provided to employees who have been involuntarily terminated and facility related and contract termination costs.

The following table presents the classification of restructuring, associated, and other costs in the consolidated statements of income:

Three months ended

(in millions) July 25, 2025 July 26, 2024

Three months ended Six months ended

(in millions) October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024

Cost of products sold $ — $ 11 $ 16 $ 20

2 unchanged sentences

Total restructuring, associated, and other costs $ 13 $ 46 $ 79 $ 108

The following table summarizes the activity for the three months ended July 25, 2025:

The following table summarizes the activity for the six months ended October 24, 2025:

(in millions) Employee Termination Benefits Associated and Other Costs Total

5 unchanged sentences

( 12 ) ( 1 ) ( 13 )

July 25, 2025 $ 107 $ 12 $ 119

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

October 24, 2025 $ 42 $ 11 $ 52

(1) Accrual adjustments primarily relate to certain employees identified for termination finding other positions within the Company and changes in estimates.

Medtronic plc

3 unchanged sentences

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 July 25, 2025 and April 25, 2025:

July 25, 2025

October 24, 2025

Valuation Balance Sheet Classification

28 unchanged sentences

Notes to Consolidated Financial Statements

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 July 25, 2025 and April 25, 2025:

July 25, 2025

October 24, 2025

Less than 12 months More than 12 months

19 unchanged sentences

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 three months ended July 25, 2025 and July 26, 2024.

There were no transfers into or out of Level 3 during the three and six months ended October 24, 2025 and October 25, 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.

Gains and losses on available-for-sale debt securities are recognized in other non-operating income , net in the consolidated statements of income.

During the three months ended July 25, 2025 and July 26, 2024, gross realized gains and losses on available-for-sale debt securities were not significant.

During the three months ended July 25, 2025 and July 26, 2024, proceeds from sales of available-for-sale debt securities were $ 2.0 billion and $ 2.2 billion, respectively.

The contractual maturities of available-for-sale debt securities at July 25, 2025 are shown in the following table.

During the three and six months ended October 24, 2025 and October 25, 2024, gross realized gains and losses on available-for-sale debt securities were not significant.

During the three and six months ended October 24, 2025, proceeds from sales of available-for-sale debt securities were $ 1.9 billion and $ 3.9 billion, respectively.

During the three and six months ended October 25, 2024, proceeds from sales of available-for-sale debt securities were $ 2.1 billion and $ 4.2 billion, respectively.

The contractual maturities of available-for-sale debt securities at October 24, 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.

7 unchanged sentences

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.

During the three months ended July 25, 2025 and July 26, 2024, there was $ 120 million and $ 112 million, respectively, of interest income.

During the three and six months ended October 24, 2025, there was $ 89 million and $ 208 million of interest income, respectively.

During the three and six months ended October 25, 2024, there was $ 137 million and $ 249 million of interest income, respectively.

Medtronic plc

1 unchanged sentence

Equity Securities, Equity Method Investments, and Other Investments

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

(in millions) July 25, 2025 April 25, 2025

The following table summarizes the Company's equity and other investments at October 24, 2025 and April 25, 2025, which are classified as primarily other assets in the consolidated balance sheets:

(in millions) October 24, 2025 April 25, 2025

Investments with readily determinable fair value (marketable equity securities) $ 40 $ 17

4 unchanged sentences

Gains and losses on equity and other investments are recognized in other non-operating income , net in the consolidated statements of income.

During the three months ended July 25, 2025, there were $ 87 million of net unrealized losses on equity securities and other investments still held at July 25, 2025.

During the three months ended July 26, 2024, there were $ 17 million of net unrealized gains on equity securities and other investments still held at July 26, 2024.

During the three and six months ended October 24, 2025, there were $ 11 million of net unrealized gains and $ 76 million of net unrealized losses, respectively, on equity securities and other investments still held at October 24, 2025.

During the three and six months ended October 25, 2024, there were $ 10 million of net unrealized losses and $ 7 million of net unrealized gains, respectively, on equity securities and other investments still held at October 25, 2024.

Mozarc Medical Investment

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 in April 2023, completed the transaction.

(DaVita) entered into a definitive agreement for the Company to sell half of its Renal Care Solutions (RCS) business, and in April 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.

3 unchanged sentences

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 the three months ended July 25, 2025, the Company recognized a loss of $ 90 million primarily driven by historical financial results and projections of future cash flows.

During the three months ended July 26, 2024, the change in fair value was not significant.

During the six months ended October 24, 2025, the Company recognized a loss of $ 90 million primarily driven by historical financial results and projections of future cash flows.

During the three months ended October 24, 2025 and the three and six months ended October 25, 2024, the change in fair value was not significant.

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:

Three months ended

(in millions) July 25, 2025 July 26, 2024

Three months ended Six months ended

(in millions) October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024

Beginning Balance $ 50 $ 311 $ 140 $ 311

Additions 7 — 7 —

Change in fair value — — ( 90 ) —

Ending Balance $ 57 $ 311 $ 57 $ 311

Medtronic plc

Notes to Consolidated Financial Statements

Financing Arrangements

3 unchanged sentences

The aggregate amount outstanding at any time under the commercial paper programs may not exceed the equivalent of $ 3.5 billion.

There was $ 649 million of commercial paper outstanding at July 25, 2025.

During the three months ended July 25, 2025, the commercial paper outstanding had a weighted average original maturity of 13 days and a weighted average interest rate of 4.43 percent.

There was $ 1.4 billion of commercial paper outstanding at October 24, 2025.

During the three and six months ended October 24, 2025, the commercial paper outstanding had a weighted average original maturity of 18 days and 17 days, respectively, and a weighted average interest rate of 4.36 percent and 4.37 percent, respectively.

There was no commercial paper outstanding at April 25, 2025.

4 unchanged sentences

The Credit Facility includes a multi-currency borrowing feature for certain specified foreign currencies.

At July 25, 2025 and April 25, 2025, no amounts were outstanding under the Credit Facility.

Medtronic plc

Notes to Consolidated Financial Statements

At October 24, 2025 and April 25, 2025, 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.

1 unchanged sentence

The Company is in compliance with the covenants under the Credit Facility.

Medtronic plc

Notes to Consolidated Financial Statements

Debt Obligations

1 unchanged sentence

(in millions) Maturity by

Fiscal Year July 25, 2025 April 25, 2025

Fiscal Year October 24, 2025 April 25, 2025

Current debt obligations 2026 - 2027 $ 1,420 $ 2,874

9 unchanged sentences

3.650 percent five -year 2024 senior notes

2.950 percent five -year 2025 senior notes

1.625 percent twelve -year 2019 senior notes

28 unchanged sentences

2045 1,813 1,813

4.200 percent twenty -year 2025 senior notes

1.750 percent thirty -year 2019 senior notes

8 unchanged sentences

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.

During the three months ended July 25, 2025 and July 26, 2024, there was $ 217 million of interest expense on outstanding borrowings, including amortization of debt issuance costs and debt discounts and premiums, and the global liquidity structures.

During the three and six months ended October 24, 2025, there was $ 222 million and $ 439 million, respectively, of interest expense on outstanding borrowings, including amortization of debt issuance costs and debt discounts and premiums, and the global liquidity structures.

During the three and six months ended October 25, 2024, there was $ 252 million and $ 469 million, respectively, of interest expense on outstanding borrowings, including amortization of debt issuance costs and debt discounts and premiums, and the global liquidity structures.

Medtronic plc

3 unchanged sentences

The Company is in compliance with all covenants related to the Senior Notes.

On September 29, 2025, Medtronic Inc.

issued two tranches of Euro-denominated Senior Notes with an aggregate principal of € 1.5 billion, with maturities in fiscal year 2031 and 2046, resulting in cash proceeds of approximately $ 1.7 billion, net of discounts and issuance costs.

In June 2024, Medtronic Inc.

2 unchanged sentences

These contracts were settled in conjunction with the issuance of the June 2024 Notes.

The Euro-denominated debt issued in September 2025 and June 2024 is designated as a net investment hedge of certain of the Company's European operations.

Refer to Note 8 for additional information regarding net investment hedges.

Financial Instruments Not Measured at Fair Value

At July 25, 2025, the estimated fair value of the Company’s Senior Notes was $ 25.6 billion compared to a principal value of $ 28.1 billion.

At April 25, 2025, the estimated fair value was $ 26.2 billion compared to a principal value of $ 28.6 billion.

At October 24, 2025, the estimated fair value of the Company’s Senior Notes was $ 25.7 billion compared to a principal value of $ 27.8 billion.

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.

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.

3 unchanged sentences

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.

The contracts matured during the first quarter of fiscal year 2026.

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 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 three months ended July 25, 2025 and July 26, 2024.

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

6 unchanged sentences

The Company's cash flow hedges will mature within the subsequent two-year period.

At July 25, 2025 and April 25, 2025, the Company had $ 276 million and $ 149 million in after-tax unrealized losses, respectively, associated with cash flow hedging instruments recorded in accumulated other comprehensive loss .

The Company expects that $ 154 million of after-tax net unrealized losses at July 25, 2025 will be recognized in the consolidated statements of income over the next 12 months.

At October 24, 2025 and April 25, 2025, the Company had $ 108 million and $ 149 million in after-tax unrealized losses, respectively, associated with cash flow hedging instruments recorded in accumulated other comprehensive loss .

The Company expects that $ 73 million of after-tax net unrealized losses at October 24, 2025 will be recognized in the consolidated statements of income over the next 12 months.

Net Investment Hedges

4 unchanged sentences

Amounts excluded from the assessment of effectiveness are recognized in interest expense, net on a straight-line basis over the term of the hedge.

During the three months ended July 25, 2025 and July 26, 2024, the Company recognized $ 45 million and $ 50 million, respectively, of after-tax unrealized gains representing excluded components in interest expense, net .

During the three and six months ended October 24, 2025, the Company recognized $ 40 million and $ 85 million, respectively, of after-tax unrealized gains representing excluded components in interest expense, net .

During the three and six months ended October 25, 2024, the Company recognized $ 47 million and $ 98 million, respectively, of after-tax unrealized gains representing 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.

Medtronic plc

Notes to Consolidated Financial Statements

attributable to amounts excluded from the assessment of effectiveness are reported as operating activities in the consolidated statements of cash flows.

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.

The contracts matured during the first quarter of fiscal year 2026.

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 expense (income), 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 six months ended October 24, 2025 and the three and six months ended October 25, 2024.

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.

Undesignated Derivatives

4 unchanged sentences

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

(in billions) Designation July 25, 2025 April 25, 2025

Currency exchange rate contracts Fair value hedge $ — $ 1.1

(in billions) Designation October 24, 2025 April 25, 2025

Currency exchange rate contracts Cash flow hedge $ 9.5 $ 10.6

3 unchanged sentences

Net investment hedge 20.9 20.6

Currency exchange rate contracts Fair value hedge — 1.1

Currency exchange rate contracts Undesignated 4.5 3.9

(1) At July 25, 2025, includes derivative contracts with a notional value of € 4.0 billion, or $ 4.7 billion, designated as hedges of a portion of our net investment in certain European operations and derivative contracts with a notional value of ¥ 286 billion, or $ 2.0 billion, designated as hedges of a portion of our net investment in certain Japanese operations.

(1) At October 24, 2025, includes derivative contracts with a notional value of € 4.0 billion, or $ 4.6 billion, designated as hedges of a portion of our net investment in certain European operations and derivative contracts with a notional value of ¥ 286 billion, or $ 1.9 billion, designated as hedges of a portion of our net investment in certain Japanese operations.

These derivative contracts mature in fiscal years 2027 through 2033.

(2) At July 25, 2025, includes € 18.0 billion, or $ 21.1 billion, of outstanding Euro-denominated debt designated as hedges of a portion of our net investment in foreign operations.

(2) At October 24, 2025, includes € 18.0 billion, or $ 20.9 billion, of outstanding Euro-denominated debt designated as hedges of a portion of our net investment in foreign operations.

This debt matures in fiscal years 2027 through 2054.

Medtronic plc

Notes to Consolidated Financial Statements

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 the three months ended July 25, 2025 and July 26, 2024 were as follows:

The amount of the gains and losses on hedging instruments and the classification of those gains and losses within our consolidated financial statements for the three and six months ended October 24, 2025 and October 25, 2024 were as follows:

(Gain) Loss Recognized in Accumulated Other Comprehensive Loss (Gain) Loss Reclassified into Income

Three months ended Three months ended Location of (Gain) Loss in Income Statement

(in millions) July 25, 2025 July 26, 2024 July 25, 2025 July 26, 2024

Fair value hedges

Currency exchange rate contracts $ 1 $ — $ ( 20 ) $ ( 1 ) Other operating expense, net

Three months ended Six months ended Three months ended Six months ended Location of (Gain) Loss in Income Statement

(in millions) October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024

Cash flow hedges

Currency exchange rate contracts 97 43 20 ( 36 ) Other operating expense, net

Currency exchange rate contracts $ ( 162 ) $ — $ ( 65 ) $ 42 $ 25 $ ( 3 ) $ 45 $ ( 39 ) Other operating expense (income), net

Currency exchange rate contracts ( 28 ) 20 10 — ( 20 ) ( 21 ) ( 39 ) ( 39 ) Cost of products sold

2 unchanged sentences

Currency exchange rate contracts ( 115 ) 52 ( 116 ) 12 — — — — N/A

Fair value hedges

Currency exchange rate contracts — — 1 — — — ( 20 ) — Other operating expense (income), net

Total $ ( 562 ) $ ( 19 ) $ 155 $ 214 $ 4 $ ( 24 ) $ ( 13 ) $ ( 78 )

Medtronic plc

Notes to Consolidated Financial Statements

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 during the three months ended July 25, 2025 and July 26, 2024 were as follows:

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 during the three and six months ended October 24, 2025 and October 25, 2024 were as follows:

(Gain) Loss Recognized in Income

Three months ended Location of (Gain) Loss in Income Statement

(in millions) July 25, 2025 July 26, 2024

Currency exchange rate contracts $ ( 2 ) $ ( 8 ) Other operating expense, net

Three months ended Six months ended Location of (Gain) Loss in Income Statement

(in millions) October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024

Currency exchange rate contracts $ 26 $ ( 35 ) $ 24 $ ( 45 ) Other operating expense (income), net

Balance Sheet Presentation

The following table summarizes the balance sheet classification and fair value of derivative instruments included in the consolidated balance sheets at July 25, 2025 and April 25, 2025.

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.

The following table summarizes the balance sheet classification and fair value of derivative instruments included in the consolidated balance sheets at October 24, 2025 and April 25, 2025.

The fair value amounts of qualified hedging instruments are presented on a gross basis and segregated between designated and not designated as hedging instruments.

These hedging instruments are segregated by type of contract.

Fair Value - Assets Fair Value - Liabilities

(in millions) July 25, 2025 April 25, 2025 Balance Sheet Classification July 25, 2025 April 25, 2025 Balance Sheet Classification

(in millions) October 24, 2025 April 25, 2025 Balance Sheet Classification October 24, 2025 April 25, 2025 Balance Sheet Classification

Derivatives designated as hedging instruments

7 unchanged sentences

Total derivatives $ 466 $ 334 $ 349 $ 417

Medtronic plc

Notes to Consolidated Financial Statements

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

July 25, 2025 April 25, 2025

October 24, 2025 April 25, 2025

(in millions) Derivative Assets Derivative Liabilities Derivative Assets Derivative Liabilities

4 unchanged sentences

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

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.

July 25, 2025

October 24, 2025

Gross Amount Not Offset on the Balance Sheet

(in millions) Gross Amount of Recognized Assets (Liabilities) Financial Instruments Cash Collateral (Received) Posted Net Amount

(in millions) Gross Amount of Recognized Assets (Liabilities) Financial Instruments Cash Collateral Posted Net Amount

Derivative assets:

7 unchanged sentences

Gross Amount Not Offset on the Balance Sheet

(in millions) Gross Amount of Recognized Assets (Liabilities) Financial Instruments Cash Collateral (Received) Posted Net Amount

(in millions) Gross Amount of Recognized Assets (Liabilities) Financial Instruments Cash Collateral Posted Net Amount

Derivative assets:

5 unchanged sentences

Total $ ( 84 ) $ — $ 125 $ 42

Medtronic plc

Notes to Consolidated Financial Statements

Inventory balances were as follows:

(in millions) July 25, 2025 April 25, 2025

(in millions) October 24, 2025 April 25, 2025

Finished goods $ 4,195 $ 3,779

6 unchanged sentences

April 25, 2025 $ 8,017 $ 11,716 $ 19,748 $ 2,255 $ 41,737

Currency translation 28 38 203 — 269

July 25, 2025 $ 8,045 $ 11,754 $ 19,952 $ 2,255 $ 42,007

No goodwill impairment was recognized during the three months ended July 25, 2025 and July 26, 2024.

Medtronic plc

Notes to Consolidated Financial Statements

Currency translation and other 11 22 40 — 73

October 24, 2025 $ 8,028 $ 11,738 $ 19,788 $ 2,256 $ 41,811

No goodwill impairment was recognized during the three and six months ended October 24, 2025 and October 25, 2024.

Intangible Assets

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

July 25, 2025 April 25, 2025

October 24, 2025 April 25, 2025

(in millions) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization

7 unchanged sentences

IPR&D $ 290 $ — $ 289 $ —

The Company did not recognize any definite-lived or indefinite-lived intangible asset impairment charges during the three months ended July 25, 2025 and July 26, 2024.

The Company did not recognize any definite-lived or indefinite-lived intangible asset impairment charges during the three and six months ended October 24, 2025 and October 25, 2024.

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 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.

Medtronic plc

Notes to Consolidated Financial Statements

Amortization Expense

Intangible asset amortization expense for the three months ended July 25, 2025 was $ 459 million, including $ 45 million of accelerated amortization on certain intangible assets within the Cardiovascular Portfolio.

Intangible asset amortization expense for the three months ended July 26, 2024 was $ 414 million.

Estimated aggregate amortization expense by fiscal year based on the carrying value of definite-lived intangible assets at July 25, 2025, excluding any possible future amortization associated with acquired IPR&D which has not yet met technological feasibility, is as follows:

Intangible asset amortization expense for the three and six months ended October 24, 2025 was $ 463 million and $ 922 million, respectively, including $ 46 million and $ 91 million, respectively, of accelerated amortization on certain intangible assets within the Cardiovascular Portfolio.

Intangible asset amortization expense for the three and six months ended October 25, 2024 was $ 413 million and $ 827 million, respectively.

Estimated aggregate amortization expense by fiscal year based on the carrying value of definite-lived intangible assets at October 24, 2025, excluding any possible future amortization associated with acquired IPR&D which has not yet met technological feasibility, is as follows:

(in millions) Amortization Expense

3 unchanged sentences

corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act.

Certain provisions are effective for the Company beginning fiscal year 2026 and the impact for the three months ended July 25, 2025 was not significant.

Certain provisions are effective for the Company beginning fiscal year 2026 and the impact for the three and six months ended October 24, 2025 was not significant.

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.

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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 Company's effective tax rate for the three months ended July 25, 2025 was 19.6 % as compared to 17.4 % for the three months ended July 26, 2024.

The increase in the effective tax rate for the three months ended July 25, 2025 primarily relates to an increase in the Pillar Two global minimum tax impact and year-over-year changes in operational results by jurisdiction.

At both July 25, 2025 and April 25, 2025, the Company's gross unrecognized tax benefits were $ 2.9 billion.

In addition, the Company had accrued gross interest and penalties of $ 99 million at July 25, 2025.

The Company's effective tax rate for the three and six months ended October 24, 2025 was 13.5 % and 16.2 %, respectively, as compared to 18.0 % and 17.7 % for the three and six months ended October 25, 2024, respectively.

The decrease in the effective tax rate for the three and six months ended October 24, 2025 primarily relates to a tax benefit recognized during the three months ended October 24, 2025 related to a change in estimate of accrued interest on uncertain tax positions partially offset by an increase in the Pillar Two global minimum tax impact and year-over-year changes in operational results by jurisdiction.

At both October 24, 2025 and April 25, 2025, the Company's gross unrecognized tax benefits were $ 2.9 billion.

For the six months ended October 24, 2025, the Company recognized a decrease in gross interest expense of $ 79 million in income tax provision in the consolidated statements of income.

For the six months ended October 25, 2024, the gross interest expense recognized in the income tax provision in the consolidated income statements of income was not significant.

The Company had a net receivable of $ 50 million at October 24, 2025 and a net payable of $ 74 million at April 25, 2025 for accrued interest and penalties.

If all of the Company’s unrecognized tax benefits were recognized, approximately $ 2.7 billion would impact the Company’s effective tax rate.

At July 25, 2025 and April 25, 2025, the amount of the

Medtronic plc

Notes to Consolidated Financial Statements

Company's gross unrecognized tax benefits, net of cash advance, recorded as a noncurrent liability within accrued income taxes on the consolidated balance sheets was $ 2.0 billion and $ 1.9 billion, respectively.

At October 24, 2025 and April 25, 2025, the amount of the Company's gross unrecognized tax benefits, net of cash advance, recorded as a noncurrent liability within accrued income taxes on the consolidated balance sheets was $ 2.0 billion and $ 1.9 billion, respectively.

The Company recognizes interest and penalties related to income tax matters within income tax provision in the consolidated statements of income and records the liability within either current or noncurrent accrued income taxes on the consolidated balance sheets.

4 unchanged sentences

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.

Medtronic plc

Notes to Consolidated Financial Statements

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

Three months ended

(in millions, except per share data) July 25, 2025 July 26, 2024

Three months ended Six months ended

(in millions, except per share data) October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024

Net income attributable to ordinary shareholders $ 1,374 $ 1,270 $ 2,414 $ 2,312

7 unchanged sentences

Diluted earnings per share $ 1.07 $ 0.99 $ 1.87 $ 1.79

The calculation of weighted average diluted shares outstanding excludes stock awards of approximately 24 million and 27 million ordinary shares for the three months ended July 25, 2025 and July 26, 2024, respectively, because their effect would have been anti-dilutive on the Company’s earnings per share.

Medtronic plc

Notes to Consolidated Financial Statements

The calculation of weighted average diluted shares outstanding excludes stock awards of approximately 17 million and 20 million ordinary shares for the three and six months ended October 24, 2025, respectively, and 28 million and 27 million ordinary shares for the three and six months ended October 25, 2024, respectively, because their effect would have been anti-dilutive on the Company’s earnings per share.

Stock-Based Compensation

The following table presents the components and classification of stock-based compensation expense for stock options, restricted stock, performance share units, and employee stock purchase plan shares recognized for the three months ended July 25, 2025 and July 26, 2024:

Three months ended

(in millions) July 25, 2025 July 26, 2024

Three months ended Six months ended

(in millions) October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024

Stock options $ 28 $ 30 $ 37 $ 42

9 unchanged sentences

Total stock-based compensation expense, net of tax $ 153 $ 134 $ 224 $ 204

Medtronic plc

Notes to Consolidated Financial Statements

Retirement Benefit Plans

1 unchanged sentence

employees and many employees outside the U.S.

The net periodic benefit cost of the defined benefit pension plans included the following components for the three months ended July 25, 2025 and July 26, 2024:

Three months ended

(in millions) July 25, 2025 July 26, 2024 July 25, 2025 July 26, 2024

The net periodic benefit cost of the defined benefit pension plans included the following components for the three and six months ended October 24, 2025 and October 25, 2024:

Three months ended Six months ended

(in millions) October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024

Service cost $ 12 $ 13 $ 11 $ 11 $ 24 $ 26 $ 22 $ 22

5 unchanged sentences

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

Medtronic plc

Notes to Consolidated Financial Statements

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 Securities Cumulative Translation Adjustments Net Investment Hedges Net Change in Retirement Obligations Unrealized (Loss) Gain on Cash Flow Hedges Total Accumulated Other Comprehensive (Loss) Income

April 25, 2025 $ ( 63 ) $ ( 2,835 ) $ ( 597 ) $ ( 640 ) $ ( 149 ) $ ( 4,284 )

2 unchanged sentences

Other comprehensive income (loss) 74 95 ( 202 ) 4 39 9

July 25, 2025 $ ( 44 ) $ ( 2,487 ) $ ( 1,156 ) $ ( 641 ) $ ( 276 ) $ ( 4,604 )

(in millions) Unrealized (Loss) Gain on Investment Securities Cumulative Translation Adjustments Net Investment Hedges Net Change in Retirement Obligations Unrealized Gain (Loss) on Cash Flow Hedges Total Accumulated Other Comprehensive (Loss) Income

October 24, 2025 $ 11 $ ( 2,740 ) $ ( 799 ) $ ( 638 ) $ ( 108 ) $ ( 4,275 )

April 26, 2024 $ ( 212 ) $ ( 3,686 ) $ 878 $ ( 529 ) $ 229 $ ( 3,318 )

2 unchanged sentences

Other comprehensive income (loss) 111 218 ( 170 ) 1 ( 93 ) 69

July 26, 2024 $ ( 136 ) $ ( 3,584 ) $ 672 $ ( 529 ) $ 165 $ ( 3,410 )

The income tax on gains and losses on investment securities in other comprehensive income before reclassifications during the three months ended July 25, 2025 and July 26, 2024 was an expense of $ 4 million and $ 14 million, respectively.

During the three months ended July 25, 2025 and July 26, 2024, realized gains and losses on investment securities reclassified from AOCI were reduced by an insignificant amount of income taxes.

October 25, 2024 $ ( 101 ) $ ( 3,468 ) $ 708 $ ( 529 ) $ 139 $ ( 3,250 )

The income tax on gains and losses on investment securities in other comprehensive income (loss) before reclassifications during the six months ended October 24, 2025 and October 25, 2024 was an expense of $ 14 million and $ 19 million, respectively.

During the six months ended October 24, 2025 and October 25, 2024, realized gains and losses on investment securities reclassified from AOCI were reduced by income taxes of $ 1 million and $ 2 million, respectively.

When realized, gains and losses on investment securities reclassified from AOCI are recognized within other non-operating income, net .

Refer to Note 6 to the consolidated financial statements for additional information.

For the three months ended July 25, 2025 and July 26, 2024, there was no income tax on cumulative translation adjustments.

The income tax on net investment hedges in other comprehensive income before reclassifications during the three months ended July 25, 2025 and July 26, 2024, was a benefit of $ 23 million and $ 4 million, respectively.

For the six months ended October 24, 2025 and October 25, 2024, there was no income tax on cumulative translation adjustments.

The income tax on net investment hedges in other comprehensive income (loss) before reclassifications during the six months ended October 24, 2025 and October 25, 2024, was a benefit of $ 8 million and $ 1 million, respectively.

Refer to Note 8 to the consolidated financial statements 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.

During the three months ended July 25, 2025, the tax impact on retirement obligations in other comprehensive income before reclassifications was not significant.

During the three months ended July 26, 2024, there were no tax impacts on retirement obligations in other comprehensive income before reclassifications.

During the three months ended July 25, 2025 and July 26, 2024, the gains and losses on defined benefit and pension items reclassified from AOCI were reduced by an insignificant amount of income taxes.

Medtronic plc

Notes to Consolidated Financial Statements

The net change in retirement obligations in other comprehensive income (loss) includes amortization of net actuarial losses included in net periodic benefit cost.

During the six months ended October 24, 2025, the tax impact on retirement obligations in other comprehensive income (loss) before reclassifications was not significant.

During the six months ended October 25, 2024, there were no tax impacts on retirement obligations in other comprehensive income (loss) before reclassifications.

During the six months ended October 24, 2025 and October 25, 2024, the gains and losses on defined benefit and pension items reclassified from AOCI were reduced by income taxes of $ 1 million.

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 14 to the consolidated financial statements for additional information.

The income tax on unrealized gains and losses on cash flow hedges in other comprehensive income before reclassifications during the three months ended July 25, 2025 and July 26, 2024, was a benefit of $ 1 million and an expense $ 3 million, respectively.

During the three months ended July 25, 2025 and July 26, 2024, gains and losses on cash flow hedges reclassified from AOCI were reduced by income taxes of $ 3 million and $ 14 million, respectively.

When realized, gains and losses on currency exchange rate contracts reclassified from AOCI are recognized within other operating expense, net or cost of products sold.

The income tax on unrealized gains and losses on cash flow hedges in other comprehensive income (loss) before reclassifications during the six months ended October 24, 2025 and October 25, 2024, was an expense of $ 31 million and a benefit of $ 5 million, respectively.

During the six months ended October 24, 2025 and October 25, 2024, gains and losses on cash flow hedges reclassified from AOCI were reduced by income taxes of $ 8 million and $ 22 million, respectively.

When realized, gains and losses on currency exchange rate contracts reclassified from AOCI are recognized within other operating expense (income), net or cost of products sold.

Refer to Note 8 to the consolidated financial statements for additional information.

Medtronic plc

Notes to Consolidated Financial Statements

Commitments and Contingencies

15 unchanged sentences

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.

The Company recognized $ 27 million and $ 81 million of certain litigation charges during the three months ended July 25, 2025, and July 26, 2024, respectively.

At July 25, 2025 and April 25, 2025, accrued litigation was approximately $ 0.2 billion and $ 0.4 billion, respectively.

The Company recognized no certain litigation charges during the three months ended October 24, 2025 and October 25, 2024.

The Company recognized $ 27 million and $ 81 million of certain litigation charges during the six months ended October 24, 2025 and October 25, 2024, respectively.

At October 24, 2025 and April 25, 2025, accrued litigation was approximately $ 0.2 billion and $ 0.4 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.

1 unchanged sentence

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.

Medtronic plc

Notes to Consolidated Financial Statements

Intellectual Property Matters

13 unchanged sentences

state and federal courts that allege personal injury from hernia mesh products sold by those subsidiaries.

As of July 30, 2025, the Company and certain of its

Medtronic plc

Notes to Consolidated Financial Statements

subsidiaries have been named as defendants in lawsuits filed on behalf of approximately 9,350 individual plaintiffs, and certain plaintiffs’ law firms have advised the Company that they may file additional cases in the future.

As of October 22, 2025, the Company and certain of its subsidiaries have been named as defendants in lawsuits filed on behalf of approximately 10,000 individual plaintiffs, and certain plaintiffs’ law firms have advised the Company that they may file additional cases in the future.

Approximately 7,400 plaintiffs have pending lawsuits in a coordinated proceeding in Massachusetts state court, where they have been consolidated before a single judge.

7 unchanged sentences

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 August 4, 2025, after a number of recent dismissals, there are nine lawsuits filed on behalf of 20 individuals.

As of October 31, 2025, after a number of recent dismissals, there are seven lawsuits filed on behalf of 14 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 recognized certain litigation charges in the first quarter of fiscal year 2026 in connection with these matters, and the Company's accrued expenses for these matters are included within accrued litigation as of July 25, 2025 as discussed above.

The Company recognized certain litigation charges in the first quarter of fiscal year 2026 in connection with certain of these matters, and the Company's accrued expenses for these matters are included within accrued litigation as of October 24, 2025 as discussed above.

Antitrust Matters

3 unchanged sentences

On August 15, 2025, the court denied the Company's motion for summary judgment concluding that there are disputed factual issues to be resolved at trial.

The court has not yet set a trial date.

The Company has substantial legal and factual defenses and intends to defend itself vigorously.

Trial is set to begin on or shortly after January 20, 2026.

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.

4 unchanged sentences

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.

Medtronic plc

Notes to Consolidated Financial Statements

The Company is also a successor to a party named in a lawsuit filed in the U.S.

13 unchanged sentences

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

Other Matters

3 unchanged sentences

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.

Since the law was enacted, the Company has recognized an estimate for the amount of variable consideration.

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 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.

Therefore, the Company increased its liability pertaining to certain prior years since 2015 by $ 90 million during the six months ended October 25, 2024, as a reduction to net sales in the consolidated statements of income.

In June 2025, the Italian government published a legislative decree confirming a reduction of the amounts due for years 2015 to 2018.

The decree was formalized into law in August 2025.

As a result, the Company decreased its liability pertaining to these years by $ 39 million during the three months ended July 25, 2025, as an increase to net sales in the consolidated statements of income.

Litigation before Italian Courts is still pending for years 2019 and beyond, as such, it is possible that the amount of the Company’s liability could materially differ from the amount currently accrued.

As a result, the Company decreased its liability pertaining to these years by $ 39 million during the six months ended October 24, 2025, as an increase to net sales in the consolidated statements of income.

Discussions are ongoing between the Italian government and industry groups related to the applicability of this legislation for years 2019 and beyond, as such, it is possible that the amount of the Company’s liability could materially differ from the amount currently accrued.

Contract Termination with Blackstone

12 unchanged sentences

Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from this matter.

Medtronic plc

Notes to Consolidated Financial Statements

In March 2009, the IRS issued its audit report on Medtronic, Inc.

11 unchanged sentences

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.

In September 2025, the Appellate Court remanded the case back to the Tax Court for additional proceedings.

The IRS has issued its audit reports on Medtronic, Inc.

6 unchanged sentences

federal income tax returns are currently being audited by the IRS.

Medtronic plc

Notes to Consolidated Financial Statements

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.

8 unchanged sentences

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 July 25, 2025, the aggregated amount outstanding under these instruments was approximately $ 1.2 billion.

As of October 24, 2025, the aggregated amount outstanding under these instruments was approximately $ 1.3 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.

8 unchanged sentences

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.

Segment operating profit excludes interest income and expense, amortization of intangible assets, currency impact of remeasurement and hedging recorded in other operating expense, net , non-operating income or expense items, and other items not allocated to the segments.

Medtronic plc

Notes to Consolidated Financial Statements

Segment operating profit excludes interest income and expense, amortization of intangible assets, currency impact of remeasurement and hedging recorded in other operating expense (income), net , non-operating income or expense items, and other items not allocated to the segments.

During the first quarter of fiscal year 2026, the segment operating profit utilized by the CODM to evaluate segment performance and allocate resources changed to include allocations of certain corporate expenses, stock-based compensation, and centralized distribution expenses.

For the three months ended July 26, 2024, segment operating profit includes allocations of $ 0.9 billion of corporate, stock-based compensation and centralized distribution expenses that were previously excluded from segment operating profit.

For the three and six months ended October 25, 2024, segment operating profit includes allocations of $ 1.0 billion and $ 1.9 billion, respectively, of corporate, stock-based compensation and centralized distribution expenses that were previously excluded from segment operating profit.

Prior period information has been recast to conform to the current classification.

2 unchanged sentences

The allocation of depreciation expense is based on the proportion of the assets used by each segment.

Medtronic plc

Notes to Consolidated Financial Statements

The following tables present reconciliations of financial information from the segments to the applicable line items in the Company's consolidated financial statements:

Segment Operating Profit

Three months ended July 25, 2025

Three months ended October 24, 2025

(in millions) Cardiovascular Neuroscience Medical Surgical Diabetes Total

2 unchanged sentences

Other operating segment net sales (1)

Total consolidated net sales $ 8,961

Cost of products sold, excluding amortization of intangible assets 1,134 772 831 316 3,053

Research and development expense 299 167 181 108 754

Selling, general, and administrative expense 1,143 874 627 279 2,923

Other segment items (2)

( 17 ) 9 2 1 ( 5 )

Reportable segment operating profit $ 877 $ 740 $ 531 $ 53 $ 2,201

Reconciliation of segment profit / (loss)

Other operating segment profit (1)

Currency and other ( 47 )

Interest expense, net ( 181 )

Other non-operating income, net 92

Amortization of intangible assets ( 463 )

Restructuring and associated costs ( 13 )

Income before income taxes $ 1,597

Medtronic plc

Notes to Consolidated Financial Statements

Three months ended October 25, 2024

(in millions) Cardiovascular Neuroscience Medical Surgical Diabetes Total

Net sales $ 3,102 $ 2,451 $ 2,128 $ 686 $ 8,366

Reconciliation of revenues

Other operating segment net sales (1)

Total consolidated net sales $ 8,403

Cost of products sold, excluding amortization of intangible assets 1,050 739 819 288 2,896

Research and development expense 256 158 171 109 693

Selling, general, and administrative expense 1,021 834 609 266 2,729

Other segment items (2)

( 7 ) ( 4 ) 5 ( 9 ) ( 16 )

Reportable segment operating profit $ 781 $ 725 $ 525 $ 33 $ 2,065

Reconciliation of segment profit / (loss)

Other operating segment profit (1)

Currency and other ( 37 )

Interest expense, net ( 209 )

Other non-operating income, net 173

Amortization of intangible assets ( 413 )

Restructuring and associated costs ( 46 )

Acquisition and divestiture-related items 25

Medical device regulations ( 12 )

Income before income taxes $ 1,559

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

(2) Other segment items for the Cardiovascular, Neuroscience, and Medical Surgical segments include royalty expense.

The Cardiovascular segment for both periods and the Diabetes segment for the three months ended October 25, 2024 also include income from funded research and development arrangements.

Medtronic plc

Notes to Consolidated Financial Statements

Six months ended October 24, 2025

(in millions) Cardiovascular Neuroscience Medical Surgical Diabetes Total

Net sales $ 6,721 $ 4,978 $ 4,255 $ 1,478 $ 17,432

Reconciliation of revenues

Other operating segment net sales (1)

Other adjustments (2)

19 unchanged sentences

Notes to Consolidated Financial Statements

Three months ended July 26, 2024

Six months ended October 25, 2024

(in millions) Cardiovascular Neuroscience Medical Surgical Diabetes Total

25 unchanged sentences

(3) Other segment items for the Cardiovascular, Neuroscience, and Medical Surgical segments include royalty expense.

The Cardiovascular segment for both periods and the Diabetes segment for the three months ended July 26, 2024 also include income from funded research and development arrangements.

The Cardiovascular segment for both periods and the Diabetes segment for the six months ended October 25, 2024 also include income from funded research and development arrangements.

Medtronic plc

Notes to Consolidated Financial Statements

(in millions) July 25, 2025 April 25, 2025

(in millions) October 24, 2025 April 25, 2025

Cardiovascular $ 16,663 $ 16,548

8 unchanged sentences

Depreciation Expense

Three months ended

(in millions) July 25, 2025 July 26, 2024

Three months ended Six months ended

(in millions) October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024

Cardiovascular $ 56 $ 56 $ 120 $ 111

7 unchanged sentences

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.

The following table presents net sales for the three months ended July 25, 2025 and July 26, 2024 for the Company's country of domicile, countries with significant concentrations, and all other countries:

Three months ended

(in millions) July 25, 2025 July 26, 2024

The following table presents net sales for the three and six months ended October 24, 2025 and October 25, 2024 for the Company's country of domicile, countries with significant concentrations, and all other countries:

Three months ended Six months ended

(in millions) October 24, 2025 October 25, 2024 October 24, 2025 October 25, 2024

Ireland $ 35 $ 29 $ 68 $ 59

4 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-Q

Item 1. Financial Statements