What changed in this filing

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Item 1. Financial Statements

2026-02-24 compared with 2025-11-25 · 284 added, 179 removed, 901 unchanged (34% of the section changed)

2 unchanged sentences

Consolidated Statements of Income

Three months ended Six months ended

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

Three months ended Nine months ended

(in millions, except per share data) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025

Net sales $ 9,017 $ 8,292 $ 26,557 $ 24,610

22 unchanged sentences

Consolidated Statements of Comprehensive Income

Three months ended Six months ended

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

Three months ended Nine months ended

(in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025

Net income $ 1,150 $ 1,303 $ 3,578 $ 3,630

Other comprehensive income (loss), net of tax:

Unrealized gain on investment securities 55 35 74 111

Other comprehensive (loss) income, net of tax:

Unrealized (loss) gain on investment securities ( 12 ) ( 1 ) 62 110

Translation adjustment 110 ( 663 ) 203 ( 444 )

1 unchanged sentence

Net change in retirement obligations 2 1 6 3

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

Other comprehensive income 325 161 6 69

Unrealized (loss) gain on cash flow hedges ( 7 ) 292 31 200

Other comprehensive (loss) income ( 54 ) 409 ( 48 ) 478

Comprehensive income including noncontrolling interests 1,095 1,712 3,530 4,108

4 unchanged sentences

Consolidated Balance Sheets

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

(in millions) January 23, 2026 April 25, 2025

Current assets:

41 unchanged sentences

Comprehensive

(Loss) Income Total

Shareholders’

19 unchanged sentences

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

Net income — — — 1,143 — 1,143 6 1,150

Other comprehensive loss — — — — ( 55 ) ( 55 ) — ( 54 )

Dividends to shareholders ($ 0.71 per ordinary share)

— — — ( 911 ) — ( 911 ) — ( 911 )

Issuance of shares under stock purchase and award plans 2 — 146 — — 146 — 146

Repurchase of ordinary shares ( 1 ) — ( 85 ) — — ( 85 ) — ( 85 )

Stock-based compensation — — 95 — — 95 — 95

January 23, 2026 1,283 $ — $ 21,012 $ 32,303 $ ( 4,330 ) $ 48,985 $ 211 $ 49,196

Ordinary Shares Additional Paid-in Capital Retained

1 unchanged sentence

Comprehensive

(Loss) Income Total

Shareholders’

18 unchanged sentences

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

Net income — — — 1,294 — 1,294 9 1,303

Other comprehensive income (loss) — — — — 411 411 ( 1 ) 409

Dividends to shareholders ($ 0.70 per ordinary share)

— — — ( 897 ) — ( 897 ) — ( 897 )

Issuance of shares under stock purchase and award plans 3 — 152 — — 152 — 152

Repurchase of ordinary shares ( 2 ) — ( 164 ) — — ( 164 ) — ( 164 )

Stock-based compensation — — 98 — — 98 — 98

Changes to noncontrolling ownership interests — — — — — — ( 2 ) ( 2 )

January 24, 2025 1,283 $ — $ 20,910 $ 31,317 $ ( 2,839 ) $ 49,387 $ 228 $ 49,615

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

1 unchanged sentence

Consolidated Statements of Cash Flows

Six months ended

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

Nine months ended

(in millions) January 23, 2026 January 24, 2025

Operating Activities:

13 unchanged sentences

Investing Activities:

Acquisitions, net of cash acquired — ( 98 )

Additions to property, plant, and equipment ( 1,416 ) ( 1,400 )

34 unchanged sentences

Intercompany transactions and balances have been eliminated in consolidation.

Amounts reported in millions within this quarterly 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.

Amounts reported in millions within this quarterly report are computed based on the actual amounts, 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.

The accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements of the Company and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 25, 2025.

The Company’s fiscal years 2026, 2025, and 2024 will end or ended on April 24, 2026, April 25, 2025, and April 26, 2024, respectively.

There have been no material changes to our significant accounting policies, as disclosed in Note 1 included in the Company's Annual Report on Form 10-K for the fiscal year ended April 25, 2025.

In May 2025, the Company announced its intent to separate the Diabetes business, with the intention to create a new independent, publicly traded company.

In May 2025, the Company announced its intent to separate the Diabetes business, with the intention to create a new independent, publicly traded company, MiniMed Group, Inc.

The separation is expected to be completed within 18 months of the initial announcement.

1 unchanged sentence

Recently Adopted Accounting Standards

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

During the nine months ended January 23, 2026, 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 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.

In December 2023, the Financial Accounting Standards Board (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.

10 unchanged sentences

Notes to Consolidated Financial Statements

Derivatives and Hedging and Revenue from Contracts with Customers

In September 2025, the FASB issued ASU 2025-07, Derivative Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (Topics 815 and 606).

The guidance refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting.

This ASU also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract.

This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2028, with early adoption permitted.

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

Government Grants

In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities (Topic 832), to establish guidance on the recognition, measurement, and presentation of government grants received by business entities.

This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2030, with early adoption permitted.

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

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.

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.

The table below illustrates net sales by segment and division and by market geography for the three and nine months ended January 23, 2026 and January 24, 2025.

revenue includes United States and U.S.

1 unchanged sentence

Three months ended

Six months ended

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

Nine months ended

(in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025

Cardiac Rhythm & Heart Failure $ 1,856 $ 1,545 $ 5,394 $ 4,659

12 unchanged sentences

Other operating segment (1)

32 32 101 106

Other adjustments (2)

1 unchanged sentence

Total net sales $ 9,017 $ 8,292 $ 26,557 $ 24,610

Medtronic plc

Notes to Consolidated Financial Statements

International U.S.

International

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

Three months ended Nine months ended

(in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025

Cardiovascular $ 1,589 $ 1,405 $ 1,868 $ 1,632 $ 4,660 $ 4,242 $ 5,519 $ 4,904

12 unchanged sentences

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

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

consolidated balance sheet.

At January 23, 2026, $ 1.0 billion of rebates were classified as other accrued expenses and $ 640 million of distributor chargebacks were classified as a reduction of accounts receivable in the 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 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.

During the nine months ended January 24, 2025, 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 nine months ended January 23, 2026, 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 and six months ended October 24, 2025 and October 25, 2024 were not material.

Refer to Note 16 in the consolidated financial statements for additional information.

Other adjustments to variable consideration during the three and nine months ended January 23, 2026 and January 24, 2025 were not material.

Deferred Revenue and Remaining Performance Obligations

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.

Deferred revenue at January 23, 2026 and April 25, 2025 was $ 468 million and $ 446 million, respectively.

At January 23, 2026 and April 25, 2025, $ 373 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 nine months ended January 23, 2026, the Company recognized $ 314 million of revenue that was included in deferred revenue as of April 25, 2025.

During the nine months ended January 24, 2025, the Company recognized $ 251 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 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.

At January 23, 2026, 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.

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

During the three and nine months ended January 23, 2026, 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 and six months ended October 24, 2025 and the fiscal year ended April 25, 2025, purchase price allocation adjustments were not significant.

For the three and nine months ended January 23, 2026 and the fiscal year ended April 25, 2025, purchase price allocation adjustments were not material.

Medtronic plc

Notes to Consolidated Financial Statements

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.

Assets acquired were primarily comprised of $ 108 million of goodwill and $ 50 million of IPR&D.

Assets acquired were primarily comprised of $ 108 million of goodwill and $ 50 million of in-process research and development (IPR&D).

The goodwill is not deductible for tax purposes.

5 unchanged sentences

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.

Under these arrangements, the Company recognized income of $ 36 million and $ 108 million during the three and nine months ended January 23, 2026, respectively, and income of $ 50 million and $ 133 million during the three and nine months ended January 24, 2025, respectively.

As of January 23, 2026, the Company is eligible to receive additional funding of $ 283 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

Total restructuring, associated, and other costs for the three and nine months ended January 23, 2026 were $ 172 million and $ 251 million, respectively, as compared to $ 46 million and $ 154 million for the three and nine months ended January 24, 2025, respectively.

MiniMed Restructuring Actions

In December 2025, the Board of Directors approved a series of restructuring actions designed to support the separation and position of both Medtronic and MiniMed by enabling greater strategic focus, improving operational efficiency, aligning organizational structures of each, and driving long-term business growth and efficiencies in the individual organizations.

The restructuring actions are expected to result in pre-tax restructuring charges of approximately $ 300 million to $ 500 million, which will be incurred at varying intervals between the third quarter of fiscal year 2026 and the finalization of the Transition Services Agreement (which governs services to be provided to MiniMed by Medtronic, and which will conclude no later than 24 months following the completion of the MiniMed initial public offering).

The expected completion date of these restructuring actions is fiscal year 2029.

The restructuring activities include organizational realignments, workforce-related actions, and separation of duplicated shared services, locations, systems, and operational functions.

Of the total actions, the Company anticipates that materially all of the charges will relate to employee termination benefits, with the potential for other charges to include contract termination costs and asset write-offs.

The Company expects these costs to be recognized primarily within restructuring charges, net , cost of products sold , and selling, general, and administrative expense in the consolidated statements of income.

The costs of this program were not recorded in a specific reportable segment.

During the third quarter of fiscal year 2026, the Company recognized $ 16 million of restructuring charges related to this program.

All charges related to employee termination benefits and were recognized within restructuring charges, net in the consolidated statements of income and recorded within other accrued expenses in the consolidated balance sheet.

Other Restructuring Activities

The Company also incurred restructuring charges during the three and nine months ended January 23, 2026 and January 24, 2025 for individually immaterial restructuring activities.

The restructuring, associated, and other costs for these activities primarily related to employee termination benefits provided to employees who have been involuntarily terminated, facility related and contract termination costs, and asset write-offs.

In addition, in December 2025, management approved and committed to a plan to terminate a third-party manufacturing agreement within the Diabetes Operating Unit.

In conjunction with this plan, the Company recorded pre-tax charges of $ 118 million, including $ 84 million recognized within cost of products sold related to asset write-offs and $ 34 million recognized within other operating expense (income), net related to contract termination costs in the consolidated statements of income.

These charges are included within the table below.

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 Six months ended

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

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

Three months ended Nine months ended

(in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025

Cost of products sold $ 89 $ 4 $ 105 $ 24

2 unchanged sentences

Total restructuring, associated, and other costs $ 156 $ 46 $ 235 $ 154

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

The following table provides a reconciliation of the beginning and ending restructuring liability balances relating to the other restructuring activities:

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

5 unchanged sentences

( 14 ) ( 1 ) ( 15 )

October 24, 2025 $ 42 $ 11 $ 52

January 23, 2026 $ 43 $ 49 $ 92

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

4 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 October 24, 2025 and April 25, 2025:

October 24, 2025

January 23, 2026

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 October 24, 2025 and April 25, 2025:

October 24, 2025

January 23, 2026

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 and six months ended October 24, 2025 and October 25, 2024.

There were no transfers into or out of Level 3 during the three and nine months ended January 23, 2026 and January 24, 2025.

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 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.

During the three and nine months ended January 23, 2026 and January 24, 2025, gross realized gains and losses on available-for-sale debt securities were not material.

During the three and nine months ended January 23, 2026, proceeds from sales of available-for-sale debt securities were $ 2.0 billion and $ 5.9 billion, respectively.

During the three and nine months ended January 24, 2025, proceeds from sales of available-for-sale debt securities were $ 1.9 billion and $ 6.1 billion, respectively.

The contractual maturities of available-for-sale debt securities at January 23, 2026 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 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.

During the three and nine months ended January 23, 2026, there was $ 85 million and $ 294 million of interest income, respectively.

During the three and nine months ended January 24, 2025, there was $ 114 million and $ 364 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 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

The following table summarizes the Company's equity and other investments and related accrued interest receivable at January 23, 2026 and April 25, 2025, which are classified primarily as other assets in the consolidated balance sheets:

(in millions) January 23, 2026 April 25, 2025

Investments with readily determinable fair value (marketable equity securities) $ 144 $ 17

3 unchanged sentences

Total equity and other investments $ 1,003 $ 951

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 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.

The table below includes activity related to the Company's portfolio of equity and other investments.

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

Three months ended Nine months ended

(in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025

Proceeds from sales $ 21 $ 27 $ 53 $ 120

Gross gains 13 8 32 100

Gross losses ( 22 ) ( 4 ) ( 115 ) ( 17 )

Interest income 17 — 17 —

Impairment losses recognized — ( 71 ) ( 62 ) ( 116 )

During the three and nine months ended January 23, 2026, there were $ 9 million and $ 85 million of net unrealized losses, respectively, on equity securities and other investments still held at January 23, 2026.

During the three and nine months ended January 24, 2025, there were $ 2 million of net unrealized losses and $ 5 million of net unrealized gains, respectively, on equity securities and other investments still held at January 24, 2025.

Mozarc Medical Investment

6 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 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.

During the nine months ended January 23, 2026, 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 January 23, 2026 and the three and nine months ended January 24, 2025, the change in fair value was not material.

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 Six months ended

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

Three months ended Nine months ended

(in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025

Beginning Balance $ 57 $ 311 $ 140 $ 311

Additions — — 7 —

Settlements ( 7 ) — ( 7 ) —

Change in fair value — — ( 90 ) —

7 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 $ 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 $ 140 million of commercial paper outstanding at January 23, 2026.

During both the three and nine months ended January 23, 2026, the commercial paper outstanding had a weighted average original maturity of 17 days and a weighted average interest rate of 4.03 percent and 4.23 percent, respectively.

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.

During fiscal year 2025, the commercial paper outstanding had a weighted average original maturity of 13 days and a weighted average interest rate of 5.02 percent.

The issuance of commercial paper reduces the amount of credit available under the Company’s existing Credit Facility, as defined below.

2 unchanged sentences

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

At October 24, 2025 and April 25, 2025, no amounts were outstanding under the Credit Facility.

At January 23, 2026 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.

MiniMed Line of Credit

In January 2026, as part of the impending separation of the Diabetes Operating Unit, Kangaroo US HoldCo 2, Inc.

(the “Initial Borrower”), entered into a credit agreement which provides for a five-year senior secured revolving credit facility (the “MiniMed Revolving Credit Facility”) in an aggregate principal amount of $ 500 million to be made available in U.S.

dollars and certain approved alternative currencies, initially including Euros, with Citibank, N.A.

serving as administrative agent for a syndicate of lenders.

Subject to the conditions to the borrowing therein, the commitments under the MiniMed Revolving Credit Facility will become available upon the completion of the initial public offering of MiniMed Group, Inc., whereupon the Initial Borrower will merge with and into MiniMed Group, Inc.

(the “Merger”), with MiniMed Group, Inc.

surviving the merger and continuing as the borrower.

The MiniMed Revolving Credit Facility permits, subject to specified conditions, one or more of MiniMed Group, Inc.'s wholly owned subsidiaries to be added as additional borrowers.

Interest is payable on the loans under the MiniMed Revolving Credit Facility at (1) in the case of borrowings denominated in U.S.

dollars, Term SOFR (or, at the borrower’s option, the base rate) and (2) in the case of borrowings denominated in Euros, EURIBOR, plus, in each case, a margin determined pursuant to a pricing grid based on MiniMed Group, Inc.'s secured net leverage ratio.

The commitment fees and letter of credit fees under the MiniMed Revolving Credit Facility are determined based upon the same grid.

Interest payments are due (1) in the case of Term SOFR or EURIBOR borrowings, on the last day of each interest period applicable to the borrowing (or, in the case of any borrowing with an interest period of more than three months’ duration, every three months) and (2) in the case of base rate borrowings, on the last business day of each March, June, September, and December.

No amounts are available to be drawn under the MiniMed Revolving Credit Facility as of January 23, 2026.

The MiniMed Revolving Credit Facility also contains representations and warranties, covenants, and events of default that are customary for this type of financing, including financial maintenance covenants and covenants restricting, inter alia , the incurrence of liens and indebtedness, the sale of assets, the making of restricted payments, investments and certain debt prepayments, and the entry into certain merger transactions.

The obligations under the MiniMed Revolving Credit Facility are guaranteed by certain wholly-owned subsidiaries of the Initial Borrower (and following the consummation of the Merger, certain wholly-owned subsidiaries of MiniMed Group, Inc.), and secured by certain assets of such subsidiaries.

Medtronic plc

3 unchanged sentences

(in millions) Maturity by

Fiscal Year October 24, 2025 April 25, 2025

Fiscal Year January 23, 2026 April 25, 2025

Current debt obligations 2026 - 2027 $ 191 $ 2,874

51 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 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.

During the three and nine months ended January 23, 2026, there was $ 223 million and $ 662 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 nine months ended January 24, 2025, there was $ 224 million and $ 693 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

10 unchanged sentences

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.

Refer to Note 8 in the consolidated financial statements for additional information regarding net investment hedges.

Financial Instruments Not Measured at Fair Value

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 January 23, 2026, the estimated fair value of the Company’s Senior Notes was $ 25.5 billion compared to a principal value of $ 28.0 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.

12 unchanged sentences

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

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.

At January 23, 2026 and April 25, 2025, the Company had $ 116 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 $ 80 million of after-tax net unrealized losses at January 23, 2026 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 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 .

During the three and nine months ended January 23, 2026, the Company recognized $ 42 million and $ 127 million, respectively, of after-tax unrealized gains representing excluded components in interest expense, net .

During the three and nine months ended January 24, 2025, the Company recognized $ 50 million and $ 148 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.

7 unchanged sentences

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.

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 material for the nine months ended January 23, 2026 and the three and nine months ended January 24, 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.

6 unchanged sentences

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

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

(in billions) Designation January 23, 2026 April 25, 2025

Currency exchange rate contracts Cash flow hedge $ 8.9 $ 10.6

5 unchanged sentences

Currency exchange rate contracts Undesignated 4.2 3.9

(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.

(1) At January 23, 2026, 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 ¥ 320.8 billion, or $ 2.0 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.

(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.

(2) At January 23, 2026, 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.

This debt matures in fiscal years 2027 through 2054.

2 unchanged sentences

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 and six months ended October 24, 2025 and October 25, 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 nine months ended January 23, 2026 and January 24, 2025 were as follows:

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

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

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

(in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025

Cash flow hedges

7 unchanged sentences

Total $ 176 $ ( 1,209 ) $ 331 $ ( 996 ) $ 15 $ ( 28 ) $ 1 $ ( 102 )

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:

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 nine months ended January 23, 2026 and January 24, 2025 were as follows:

(Gain) Loss Recognized in Income

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

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

(in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025

Currency exchange rate contracts $ 50 $ 65 $ 74 $ 60 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 October 24, 2025 and April 25, 2025.

The following table summarizes the balance sheet classification and fair value of derivative instruments included in the consolidated balance sheets at January 23, 2026 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.

1 unchanged sentence

Fair Value - Assets Fair Value - Liabilities

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

(in millions) January 23, 2026 April 25, 2025 Balance Sheet Classification January 23, 2026 April 25, 2025 Balance Sheet Classification

Derivatives designated as hedging instruments

10 unchanged sentences

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

October 24, 2025 April 25, 2025

January 23, 2026 April 25, 2025

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

6 unchanged sentences

Derivatives not subject to master netting arrangements are not eligible for net presentation.

October 24, 2025

January 23, 2026

Gross Amount Not Offset on the Balance Sheet

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Inventory balances were as follows:

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

(in millions) January 23, 2026 April 25, 2025

Finished goods $ 4,194 $ 3,779

7 unchanged sentences

Currency translation and other 20 41 94 — 155

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.

January 23, 2026 $ 8,037 $ 11,757 $ 19,842 $ 2,256 $ 41,892

No goodwill impairment was recognized during the three and nine months ended January 23, 2026 and January 24, 2025.

Intangible Assets

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

October 24, 2025 April 25, 2025

January 23, 2026 April 25, 2025

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

7 unchanged sentences

IPR&D $ 281 $ — $ 289 $ —

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.

The Company did not recognize any definite-lived or indefinite-lived intangible asset impairment charges during the three and nine months ended January 23, 2026 and January 24, 2025.

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.

2 unchanged sentences

Amortization Expense

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:

Intangible asset amortization expense for the three and nine months ended January 23, 2026 was $ 441 million and $ 1,364 million, respectively, including $ 30 million and $ 121 million, respectively, of accelerated amortization on certain intangible assets within the Cardiovascular Portfolio.

Intangible asset amortization expense for the three and nine months ended January 24, 2025 was $ 416 million and $ 1,243 million, respectively.

Estimated aggregate amortization expense by fiscal year based on the carrying value of definite-lived intangible assets at January 23, 2026, 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 and six months ended October 24, 2025 was not significant.

Certain provisions are effective for the Company beginning fiscal year 2026 and the impact for the three and nine months ended January 23, 2026 was not material.

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.

1 unchanged sentence

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 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.

The Company's effective tax rate for the three and nine months ended January 23, 2026 was 18.1 % and 16.8 %, respectively, as compared to 15.4 % and 16.9 % for the three and nine months ended January 24, 2025, respectively.

The increase in the effective tax rate for the three months ended January 23, 2026 primarily relates to an increase in the Pillar Two global minimum tax impact and year-over-year changes in operational results by jurisdiction.

The decrease in the effective tax rate for the nine months ended January 23, 2026 primarily relates to a tax benefit recognized during the period 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 January 23, 2026 and April 25, 2025, the Company's gross unrecognized tax benefits were $ 2.9 billion.

For the nine months ended January 23, 2026, the Company recognized a decrease in gross interest expense of $ 67 million in income tax provision in the consolidated statements of income.

For the nine months ended January 24, 2025, the gross interest expense recognized in income tax provision in the consolidated statements of income was $ 42 million.

The Company had a net receivable of $ 36 million at January 23, 2026 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 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.

At January 23, 2026 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.

Refer to Note 16 to the consolidated financial statements for additional information regarding the status of current tax audits and proceedings.

Refer to Note 16 in the consolidated financial statements for additional information regarding the status of current tax audits and proceedings.

Earnings Per Share

5 unchanged sentences

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

Three months ended Six months ended

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

Three months ended Nine months ended

(in millions, except per share data) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025

Net income attributable to ordinary shareholders $ 1,143 $ 1,294 $ 3,557 $ 3,606

7 unchanged sentences

Diluted earnings per share $ 0.89 $ 1.01 $ 2.76 $ 2.79

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.

The calculation of weighted average diluted shares outstanding excludes stock awards of approximately 11 million and 17 million ordinary shares for the three and nine months ended January 23, 2026, respectively, and 26 million and 27 million ordinary shares for the three and nine months ended January 24, 2025, 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 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

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 and nine months ended January 23, 2026 and January 24, 2025:

Three months ended Nine months ended

(in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025

Stock options $ 10 $ 13 $ 47 $ 55

14 unchanged sentences

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 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

The net periodic benefit cost of the defined benefit pension plans included the following components for the three and nine months ended January 23, 2026 and January 24, 2025:

Three months ended Nine months ended

(in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025

Service cost $ 12 $ 13 $ 11 $ 11 $ 36 $ 39 $ 33 $ 33

12 unchanged sentences

Other comprehensive income (loss) 62 205 ( 350 ) 6 31 ( 46 )

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

January 23, 2026 $ ( 1 ) $ ( 2,630 ) $ ( 947 ) $ ( 636 ) $ ( 116 ) $ ( 4,330 )

(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

3 unchanged sentences

Other comprehensive income (loss) 110 ( 443 ) 610 3 200 479

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.

January 24, 2025 $ ( 102 ) $ ( 4,129 ) $ 1,488 $ ( 527 ) $ 432 $ ( 2,839 )

The income tax on gains and losses on investment securities in other comprehensive income (loss) before reclassifications during the nine months ended January 23, 2026 and January 24, 2025 was an expense of $ 11 million and $ 19 million, respectively.

During the nine months ended January 23, 2026 the income taxes on realized gains and losses on investment securities reclassified from AOCI were not material.

During the nine months ended January 24, 2025, realized gains and losses on investment securities reclassified from AOCI were reduced by income taxes of $ 2 million.

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 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.

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

For the nine months ended January 23, 2026 there was no income tax on cumulative translation adjustments.

During the nine months ended January 24, 2025, the income tax on cumulative translation adjustments was a benefit of $ 3 million.

Medtronic plc

Notes to Consolidated Financial Statements

The income tax on net investment hedges in other comprehensive income (loss) before reclassifications during the nine months ended January 23, 2026 and January 24, 2025, was a benefit of $ 19 million and an expense of $ 28 million, respectively.

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

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.

During the nine months ended January 23, 2026, the tax impact on retirement obligations in other comprehensive income (loss) before reclassifications was a benefit of $ 1 million.

During the nine months ended January 24, 2025, there were no tax impacts on retirement obligations in other comprehensive income (loss) before reclassifications.

During the nine months ended January 23, 2026 and January 24, 2025, the gains and losses on defined benefit and pension items reclassified from AOCI were reduced by income taxes of $ 2 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 (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.

Refer to Note 14 in the consolidated financial statements for additional information.

The income tax on unrealized gains and losses on cash flow hedges in other comprehensive income (loss) before reclassifications during the nine months ended January 23, 2026 and January 24, 2025, was an expense of $ 40 million and $ 51 million, respectively.

During the nine months ended January 23, 2026 and January 24, 2025, gains and losses on cash flow hedges reclassified from AOCI were reduced by income taxes of $ 12 million and $ 36 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.

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

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 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.

The Company recognized $ 62 million and $ 89 million of certain litigation charges during the three and nine months ended January 23, 2026, respectively.

The Company recognized $ 22 million and $ 104 million of certain litigation charges during the three and nine months ended January 24, 2025, respectively.

At January 23, 2026 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 this litigation is difficult to predict, and the cost of any litigation, including litigation subject to accruals, 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.

Medtronic plc

3 unchanged sentences

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.

Colibri alleged infringement of one patent by the Company’s Evolut family of transcatheter aortic valve replacement devices.

The patent asserted by Colibri has expired.

4 unchanged sentences

Court of Appeals for the Federal Circuit ruled in favor of the Company and reversed the lower court, vacating the jury verdict and ruling that Medtronic did not infringe the Colibri patent.

The Company will continue to monitor the case until all additional appellate periods have expired.

All additional appellate avenues have now closed, and the case will be closed in due course.

This decision eliminates our potential liability in this matter.

Product Liability Matters

2 unchanged sentences

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

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.

As of January 28, 2026, the Company and certain of its subsidiaries have been named as defendants in lawsuits filed on behalf of approximately 10,100 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.

6 unchanged sentences

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 October 31, 2025, after a number of recent dismissals, there are seven lawsuits filed on behalf of 14 individuals.

state and federal courts alleging personal injury, including deaths, from Series 600 insulin pumps with allegedly defective clear retainer rings that were subject to field corrective actions in 2019 and 2021.

As of January 27, 2026, after a number of recent dismissals, there are four lawsuits filed on behalf of 12 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 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

Applied Medical

The Company is a defendant in civil antitrust litigation brought by Applied Medical Resources Corporation in the U.S.

The Company is a defendant in civil antitrust litigation brought by Applied Medical Resources Corporation (Applied) 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.

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.

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.

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

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

A jury trial was held in the U.S.

District Court for the Central District of California from January 20, 2026 to February 4, 2026.

On February 5, 2026, the jury returned a verdict in favor of Applied, awarding Applied $382 million in damages, which will be automatically trebled by the court.

In addition, we expect that Applied will seek attorneys’ fees and reasonable costs, an estimate of which is not available at this time.

We expect that Applied will also seek injunctive relief from the court.

The Company believes that the jury’s decision and amounts awarded are inconsistent with the law and evidence at trial.

The Company has strong arguments to challenge the verdict, and if necessary, appeal with the appropriate appellate courts.

We expect both parties will file post-trial motions.

The Company plans to post a surety bond in the amount directed by the court once final judgment has been entered.

In assessing whether the Company should record an expense related to the jury verdict, we considered various factors, including the legal and factual circumstances of the case, the planned post-trial proceedings, applicable law, and the likelihood that the jury’s award will be upheld after post-trial briefing and potentially on appeal.

In light of the remaining post-trial motions and appeal, the ultimate result of this litigation remains uncertain.

It is reasonably possible that as a result of a final court judgment or an appeal that none, some, or all of the jury’s verdict and other relief sought might ultimately be awarded, and an estimate of the ultimate loss or range of losses is not possible at

Medtronic plc

Notes to Consolidated Financial Statements

Accordingly, as a result of this review, we have determined, in accordance with applicable accounting principles, a loss or range of losses that we may incur is not probable at this time and have therefore not recorded a liability for this matter.

Environmental Proceedings

2 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.

20 unchanged sentences

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 six months ended October 25, 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 nine months ended January 24, 2025, 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 six months ended October 24, 2025, as an increase to net sales in the consolidated statements of income.

As a result, the Company decreased its liability pertaining to these years by $ 39 million during the nine months ended January 23, 2026, 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.

4 unchanged sentences

Termination charges related to one of the Blackstone Agreements were paid in the first quarter of fiscal year 2026.

Medtronic plc

Notes to Consolidated Financial Statements

Mallinckrodt Bankruptcy Litigation

7 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.

24 unchanged sentences

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 11 for additional discussion of income taxes.

Refer to Note 11 in the consolidated financial statements for additional discussion of income taxes.

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.

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

As of January 23, 2026, 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.

Medtronic plc

Notes to Consolidated Financial Statements

Segment and Geographic Information

7 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.

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 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.

For the three and nine months ended January 23, 2026, segment operating profit includes allocations of $ 1.0 billion and $ 3.0 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.

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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 October 24, 2025

Three months ended January 23, 2026

(in millions) Cardiovascular Neuroscience Medical Surgical Diabetes Total

10 unchanged sentences

Reconciliation of segment profit / (loss)

Other operating segment profit (1)

Other operating segment profit (loss) (1)

Currency and other ( 13 )

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Restructuring and associated costs ( 172 )

Acquisition and divestiture-related items ( 38 )

Certain litigation charges, net ( 62 )

Income before income taxes $ 1,404

1 unchanged sentence

Notes to Consolidated Financial Statements

Three months ended October 25, 2024

Three months ended January 24, 2025

(in millions) Cardiovascular Neuroscience Medical Surgical Diabetes Total

10 unchanged sentences

Reconciliation of segment profit / (loss)

Other operating segment profit (1)

Other operating segment profit (loss) (1)

Currency and other 4

4 unchanged sentences

Acquisition and divestiture-related items ( 28 )

Certain litigation charges, net ( 22 )

Medical device regulations ( 11 )

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(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.

The Cardiovascular segment for both periods and the Diabetes segment for the three months ended January 24, 2025 also include income from funded research and development arrangements.

Medtronic plc

Notes to Consolidated Financial Statements

Six months ended October 24, 2025

Nine months ended January 23, 2026

(in millions) Cardiovascular Neuroscience Medical Surgical Diabetes Total

11 unchanged sentences

Reconciliation of segment profit / (loss)

Other operating segment profit (1)

Other operating segment profit (loss) (1)

Currency and other ( 108 )

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Notes to Consolidated Financial Statements

Six months ended October 25, 2024

Nine months ended January 24, 2025

(in millions) Cardiovascular Neuroscience Medical Surgical Diabetes Total

11 unchanged sentences

Reconciliation of segment profit / (loss)

Other operating segment profit (1)

Other operating segment profit (loss) (1)

Currency and other ( 44 )

11 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 six months ended October 25, 2024 also include income from funded research and development arrangements.

The Cardiovascular segment for both periods and the Diabetes segment for the nine months ended January 24, 2025 also include income from funded research and development arrangements.

Medtronic plc

Notes to Consolidated Financial Statements

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

(in millions) January 23, 2026 April 25, 2025

Cardiovascular $ 16,748 $ 16,548

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Total $ 91,485 $ 91,680

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

Depreciation Expense

Three months ended Six months ended

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

Three months ended Nine months ended

(in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025

Cardiovascular $ 66 $ 56 $ 186 $ 167

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Total reportable segments 240 211 685 610

Other operating segment (1)

Corporate 68 57 193 167

Total $ 308 $ 268 $ 878 $ 778

(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.

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

The following table presents net sales for the three and nine months ended January 23, 2026 and January 24, 2025 for the Company's country of domicile, countries with significant concentrations, and all other countries:

Three months ended Nine months ended

(in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025

Ireland $ 36 $ 28 $ 104 $ 86

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Total $ 9,017 $ 8,292 $ 26,557 $ 24,610

Medtronic plc

Notes to Consolidated Financial Statements

Subsequent Events

Subsequent to quarter-end, on February 3, 2026, the Company announced its intention to exercise its option to acquire CathWorks Ltd.

(CathWorks), a privately held medical device company.

The acquisition expands the Coronary & Peripheral Vascular division within the Cardiovascular portfolio by aiming to transform how coronary artery disease is diagnosed and treated.

The acquisition option is valued at up to $ 585 million with potential revenue-based contingent consideration payments post-acquisition.

The Company also holds a previous equity investment in CathWorks and anticipates the acquisition will be accounted for as a step-acquisition at the time of closing in accordance with ASC 805.

This acquisition is expected to be completed by the end of fiscal year 2026, subject to applicable regulatory approvals and other customary closing conditions.

As the acquisition has not yet closed, the Company has not completed the purchase price allocation of this acquisition and an estimate of the full financial effect of the transaction cannot be made.

In addition, all other business combination disclosures are not available.

On February 20, 2026, the U.S.

Supreme Court ruled that President Trump's tariff policies under the International Emergency Economic Powers Act are unconstitutional.

The Company will continue to monitor the situation and the impact to our results of operations.

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