What changed in this filing

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Item 1. Financial Statements

2026-09-03 compared with 2026-02-24 · 482 added, 501 removed, 684 unchanged (59% of the section changed)

1 unchanged sentence

Medtronic plc

Consolidated Statements of Income

Three months ended Nine months ended

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

Condensed Consolidated Statements of Income

Three months ended

(in millions, except per share data) July 31, 2026 July 25, 2025

Net sales $ 9,756 $ 8,578

8 unchanged sentences

Operating profit 1,764 1,445

Other non-operating income, net ( 121 ) ( 72 ) ( 247 ) ( 403 )

Other non-operating expense (income), net ( 190 ) ( 33 )

Interest expense, net 186 176

8 unchanged sentences

Diluted weighted average shares outstanding 1,285.1 1,287.1

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

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

Medtronic plc

Consolidated Statements of Comprehensive Income

Three months ended Nine months ended

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

Condensed Consolidated Statements of Comprehensive Income

Three months ended

(in millions) July 31, 2026 July 25, 2025

Net income $ 1,479 $ 1,047

Other comprehensive (loss) income, net of tax:

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

Other comprehensive income (loss), net of tax:

Unrealized gain (loss) on investment securities ( 48 ) 19

Translation adjustment ( 479 ) 349

1 unchanged sentence

Net change in retirement obligations 1 1

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

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

Unrealized gain (loss) on cash flow hedges 173 ( 128 )

Other comprehensive income (loss) 342 ( 318 )

Comprehensive income including noncontrolling interests 1,821 729

1 unchanged sentence

Comprehensive income attributable to Medtronic $ 1,812 $ 720

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

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

Medtronic plc

Consolidated Balance Sheets

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

Condensed Consolidated Balance Sheets

(in millions) July 31, 2026 April 24, 2026

Current assets:

1 unchanged sentence

Investments 7,128 7,271

Accounts receivable, less allowances and credit losses of $ 207 and $ 199 , respectively

Accounts receivable, less allowances for credit losses of $ 203 and $ 190 , respectively

Inventories 6,215 5,951

31 unchanged sentences

Total liabilities and equity $ 93,306 $ 93,028

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

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

Medtronic plc

Consolidated Statements of Equity

Condensed Consolidated Statements of Equity

Ordinary Shares Additional Paid-in Capital Retained

Earnings Accumulated

Comprehensive

(Loss) Income Total

Comprehensive Income (Loss) Total

Shareholders’

3 unchanged sentences

Net income — — — 1,470 — 1,470 9 1,479

Other comprehensive (loss) income — — — — ( 319 ) ( 319 ) 1 ( 318 )

Dividends to shareholders ($ 0.71 per ordinary share)

— — — ( 910 ) — ( 910 ) — ( 910 )

Issuance of shares under stock purchase and award plans 1 — 93 — — 93 — 93

Repurchase of ordinary shares ( 1 ) — ( 120 ) — — ( 120 ) — ( 120 )

Stock-based compensation — — 86 — — 86 — 86

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) — — — — 342 342 — 342

1 unchanged sentence

— — — ( 921 ) — ( 921 ) — ( 921 )

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

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

Issuance of shares under stock purchase and award plans, net of shares withheld for taxes 3 — ( 21 ) — — ( 21 ) — ( 21 )

Repurchase of ordinary shares ( 3 ) — ( 226 ) — — ( 226 ) — ( 226 )

Stock-based compensation — — 125 — — 125 — 125

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

July 31, 2026 1,280 $ — $ 20,805 $ 33,187 $ ( 3,759 ) $ 50,232 $ 618 $ 50,850

Ordinary Shares Additional Paid-in Capital Retained

1 unchanged sentence

Comprehensive

(Loss) Income Total

Income (Loss) Total

Shareholders’

3 unchanged sentences

Net income — — — 1,040 — 1,040 7 1,047

Other comprehensive loss — — — — ( 92 ) ( 92 ) — ( 92 )

Dividends to shareholders ($ 0.70 per ordinary share)

— — — ( 898 ) — ( 898 ) — ( 898 )

Issuance of shares under stock purchase and award plans 1 — 87 — — 87 — 87

Repurchase of ordinary shares ( 30 ) — ( 2,489 ) — — ( 2,489 ) — ( 2,489 )

Stock-based compensation — — 83 — — 83 — 83

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

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

Other comprehensive income (loss) — — — — ( 319 ) ( 319 ) 1 ( 318 )

1 unchanged sentence

— — — ( 910 ) — ( 910 ) — ( 910 )

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

Issuance of shares under stock purchase and award plans, net of shares withheld for taxes 1 — 93 — — 93 — 93

Repurchase of ordinary shares ( 1 ) — ( 120 ) — — ( 120 ) — ( 120 )

Stock-based compensation — — 86 — — 86 — 86

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.

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

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

Medtronic plc

Consolidated Statements of Cash Flows

Nine months ended

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

Condensed Consolidated Statements of Cash Flows

Three months ended

(in millions) July 31, 2026 July 25, 2025

Operating Activities:

21 unchanged sentences

Change in current debt obligations, net 812 649

Issuance of long-term debt 1,747 3,209

Payments on long-term debt — ( 1,162 )

12 unchanged sentences

Interest 83 81

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

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

Medtronic plc

Notes to Consolidated Financial Statements

Notes to Condensed Consolidated Financial Statements

Basis of Presentation

The accompanying unaudited consolidated financial statements of Medtronic plc and its subsidiaries (Medtronic plc, Medtronic, or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) (U.S.

The accompanying unaudited condensed consolidated financial statements of Medtronic plc and its subsidiaries (Medtronic plc, Medtronic, or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) (U.S.

GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

In the opinion of management, the consolidated financial statements include all the adjustments necessary for a fair statement in conformity with U.S.

In the opinion of management, the condensed consolidated financial statements include all the adjustments necessary for a fair statement in conformity with U.S.

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

3 unchanged sentences

Actual results could materially differ from these estimates.

The accompanying unaudited consolidated financial statements include the accounts of Medtronic plc, its wholly-owned subsidiaries, entities for which the Company has a controlling financial interest, and variable interest entities for which the Company is the primary beneficiary.

The accompanying unaudited condensed consolidated financial statements include the accounts of Medtronic plc, its wholly-owned subsidiaries, entities for which the Company has a controlling financial interest, and variable interest entities for which the Company is the primary beneficiary.

Intercompany transactions and balances have been eliminated in consolidation.

1 unchanged sentence

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, as filed with the SEC on June 20, 2025.

The accompanying unaudited condensed 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 24, 2026, as filed with the Securities and Exchange Commission (SEC) on June 18, 2026.

The Company’s fiscal years 2027, 2026, and 2025 will end or ended on April 30, 2027, April 24, 2026, and April 25, 2025, respectively.

Fiscal year 2027 is a 53-week year, with the extra week occurring in the first fiscal month of the first quarter.

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 24, 2026.

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.

On March 9, 2026, MiniMed completed an initial public offering (the IPO).

Due to the Company retaining a controlling financial interest, the unaudited condensed consolidated financial statements include the financial results of MiniMed.

Refer to Note 18 for additional information on the MiniMed separation.

New Accounting Pronouncements

Recently Adopted Accounting Standards

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.

Derivatives and Hedging and Revenue from Contracts with Customers

In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-07, Derivatives 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.

The Company early adopted this accounting guidance in the first quarter of fiscal year 2027.

The adoption of this standard had no impact 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.

The Company early adopted this accounting guidance in the first quarter of fiscal year 2027.

The adoption of this standard had no impact on our financial statements.

Not Yet Adopted Accounting Standards

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.

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

Disaggregation of Income Statement Expenses

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

The Company will adopt this

Medtronic plc

Notes to Condensed Consolidated Financial Statements

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.

3 unchanged sentences

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

Medtronic plc

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

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

Starting in the first quarter of fiscal year 2027, the Cardiovascular Portfolio divisions transitioned from Cardiac Rhythm & Heart Failure, Structural Heart & Aortic, and Coronary & Peripheral Vascular to Electrophysiology Therapies (EPT), Interventional Cardiology Therapies (ICT), CardioVascular Surgery (CVS), and Peripheral Vascular Health (PVH) .

Our EPT division includes the Cardiac Rhythm Management and the Cardiac Ablation businesses.

Our ICT division includes the Coronary and Renal Denervation and the Structural Heart businesses.

Our CVS division includes the Cardiac Surgery and the Aortic businesses.

Our PVH division includes the Peripheral Vascular Health business.

Additionally, a product line from the Medical Surgical Portfolio in the Surgical & Endoscopy division moved to the Neuroscience Portfolio in the Neuromodulation division.

Starting in the fourth quarter of fiscal year 2026, the Diabetes Business was no longer considered a reportable segment.

Prior period net sales have been recast to conform to the new presentation.

The table below illustrates net sales by segment and division and by market geography for the three months ended July 31, 2026 and July 25, 2025.

revenue includes United States and U.S.

1 unchanged sentence

Three months ended

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

Structural Heart & Aortic 929 874 2,814 2,610

Coronary & Peripheral Vascular 672 618 1,971 1,876

(in millions) July 31, 2026 July 25, 2025

Electrophysiology Therapies $ 2,218 $ 1,712

Interventional Cardiology Therapies 894 834

CardioVascular Surgery 477 436

Peripheral Vascular Health 338 302

Cardiovascular 3,927 3,285

6 unchanged sentences

Medical Surgical 2,279 2,073

Diabetes 796 694 2,274 2,027

Reportable segment net sales 8,884 7,785

Diabetes 843 721

Other operating segment (1)

32 32 101 106

Other adjustments (2)

— — 39 ( 90 )

Total net sales $ 9,756 $ 8,578

Medtronic plc

Notes to Consolidated Financial Statements

International U.S.

Notes to Condensed Consolidated Financial Statements

International

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

Three months ended

(in millions) July 31, 2026 July 25, 2025 July 31, 2026 July 25, 2025

Cardiovascular $ 1,853 $ 1,479 $ 2,074 $ 1,806

1 unchanged sentence

Medical Surgical 982 884 1,297 1,188

Diabetes 248 236 548 457 695 683 1,579 1,344

Reportable segment net sales 4,649 3,988 4,236 3,797

Diabetes 240 217 603 504

Other operating segment (1)

18 15 14 17 60 51 41 55

Other adjustments (2)

— — — — — — 39 ( 90 )

Total net sales $ 4,906 $ 4,224 $ 4,850 $ 4,354

1 unchanged sentence

(2) Reflects adjustments to the Company's Italian payback accruals as further described below.

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

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

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 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 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.

The amount of revenue recognized is reduced by sales rebates, distributor chargebacks, returns, and other adjustments.

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

At both July 31, 2026 and April 24, 2026, $ 1.0 billion and $ 0.3 billion of rebates and other adjustments were classified as other accrued expenses and other liabilities , respectively, and $ 0.7 billion of distributor chargebacks were classified as a reduction of accounts receivable in the condensed consolidated balance sheets.

During the three months ended July 25, 2025, the Company decreased its accrual for the Italian payback by $ 39 million as an adjustment to net sales in the condensed consolidated statements of income resulting from the June 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.

Refer to Note 16 for additional information.

Other adjustments to variable consideration during the three months ended July 31, 2026 and July 25, 2025 were not material.

Deferred Revenue and Remaining Performance Obligations

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.

Deferred revenue at both July 31, 2026 and April 24, 2026 was $ 0.5 billion, of which $ 0.4 billion was included in other accrued expenses, respectively, and $ 0.1 billion was included in other liabilities .

During the three months ended July 31, 2026, the Company recognized $ 140 million of revenue that was included in deferred revenue as of April 24, 2026.

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.

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

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.

At July 31, 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 .

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Acquisition Activity

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

During the three months ended July 31, 2026 and the fiscal year ended April 24, 2026, the Company had acquisitions that were accounted for as business combinations.

Goodwill resulting from business combinations is largely attributable to future, yet to be defined technologies, new customer relationships, existing workforce of the acquired businesses, and synergies expected to arise after the Company's acquisition of these businesses.

The results of operations of acquired businesses have been included in the Company’s condensed consolidated statements of income since the date each business was acquired.

The results of operations of acquired businesses and the pro forma impact of the acquisitions during the three months ended July 31, 2026 and fiscal year 2026 were not material, either individually or in the aggregate.

For the three months ended July 31, 2026 and the fiscal year ended April 24, 2026, purchase price allocation adjustments were not material.

Medtronic plc

Notes to Consolidated Financial Statements

Notes to Condensed Consolidated Financial Statements

Fiscal Year 2027

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 in-process research and development (IPR&D).

The goodwill is not deductible for tax purposes.

The Company recognized $ 20 million of non-cash contingent consideration liabilities in connection with these business combinations during fiscal year 2025, which were comprised of other milestone-based payments.

Scientia Vascular

On June 12, 2026, the Company closed on the acquisition of all outstanding shares of Scientia Vascular (Scientia), a privately held company.

The acquisition expands the Specialty Therapies division within the Neuroscience Portfolio through Scientia’s differentiated access products used to treat complex neurovascular conditions.

Contingent consideration liabilities recognized in connection with the acquisition are comprised of product development and revenue-based milestones.

SPR Therapeutics, Inc.

On July 16, 2026, the Company acquired all outstanding equity of SPR Therapeutics, Inc (SPR), a privately held medical technology company.

The acquisition expands the Neuromodulation division within the Neuroscience Portfolio with temporary peripheral nerve stimulation (PNS) technology, enabling earlier intervention for chronic pain sufferers.

The following tables summarize the preliminary fair value of consideration transferred and the preliminary fair values of the assets acquired and liabilities assumed:

(in millions) Scientia SPR

Cash consideration paid at closing $ 527 $ 654

Fair value of contingent consideration 123 —

Total consideration transferred 651 654

Settlement of debt and accrued interest 30 —

Total purchase price $ 681 $ 654

(in millions) Scientia SPR

Current assets (excluding inventory) $ 21 $ 27

Inventory 33 31

Total current assets 54 58

Property, plant, and equipment, net 23 2

Goodwill 511 422

Other intangible assets 278 241

Other noncurrent assets 8 8

Total assets acquired 874 731

Other current liabilities 7 13

Accrued income taxes 145 —

Total current liabilities 151 13

Deferred tax liabilities — 59

Other noncurrent liabilities 42 4

Total liabilities assumed 193 77

Net assets acquired $ 681 $ 654

Medtronic plc

Notes to Condensed Consolidated Financial Statements

Goodwill for the Scientia and SPR acquisitions was assigned to the Neuroscience Portfolio and is not deductible for tax purposes.

The fair value of intangible assets acquired was determined using the income approach, which requires the Company to make significant estimates.

These estimates include the amount and timing of projected future cash flows of each project or technology, the discount rate used to discount those cash flows to present value, and the assessment of the asset's life cycle.

For Scientia, the other intangible assets acquired primarily consists of $ 109 million of technology-based intangible assets with useful lives ranging from 6 years to 9 years, $ 155 million of customer-based intangible assets with useful lives of 18 years, and $ 13 million of in-process research and development.

For SPR, the other intangible assets acquired primarily consists of $ 225 million of technology-based intangible assets with estimated useful lives of 15 years and $ 15 million of customer-based intangible assets with estimated useful lives of 4 years.

Fiscal Year 2026

CathWorks Ltd.

On April 20, 2026, the Company acquired all the remaining outstanding shares of CathWorks Ltd.

(CathWorks), a privately held medical device company.

The acquisition expands the Interventional Cardiology division within the Cardiovascular Portfolio by aiming to transform how coronary artery disease is diagnosed and treated.

Prior to the acquisition, the Company held an existing 15 % equity interest in CathWorks, a debt investment in CathWorks, and an option to acquire the remaining 85 % equity interest.

On February 3, 2026, the Company exercised its option to acquire the remaining equity interest in CathWorks.

This acquisition was accounted for as a step acquisition at the time of closing.

Accordingly, the Company allocated the purchase price of the acquired company to the net tangible assets and intangible assets acquired based upon their preliminary estimated fair values.

The Company remeasured the previously held equity interest in CathWorks to its fair value based upon a valuation of the acquired business which was developed using an income approach valuation model.

This approach determines fair value based on cash flow projections which are discounted to present value using a risk-adjusted rate of return.

The Company remeasured its previously held equity interest to fair value, resulting in a gain of $ 45 million, representing the difference between the carrying amount of the investment and its fair value at the acquisition date, within other non-operating expense (income), net in the consolidated statements of income during fiscal year 2026.

Contingent consideration liabilities recognized in connection with the acquisition are based on future revenue achievements of the acquired business.

Medtronic plc

Notes to Condensed Consolidated Financial Statements

The following tables summarize the preliminary fair value of consideration transferred and the preliminary fair values of the assets acquired and liabilities assumed:

(in millions)

Cash consideration paid at closing $ 410

Fair value of contingent consideration 115

Total consideration transferred 525

Fair value of previously held equity interest in CathWorks 93

Settlement of debt and accrued interest due from CathWorks 88

Settlement of pre-existing relationships 12

Total purchase price $ 718

(in millions)

Current assets $ 17

Property, plant, and equipment, net 11

Other intangible assets 200

Other assets 1

Total assets acquired 784

Current liabilities 7

Accrued income taxes 38

Total current liabilities 45

Deferred tax liabilities 21

Other noncurrent liabilities 1

Total liabilities assumed 66

Net assets acquired $ 718

Goodwill was assigned to the Company’s Cardiovascular Portfolio and is not deductible for tax purposes.

The other intangible assets acquired consists of purchased technology and has an estimated useful life of ten years .

Contingent Consideration

Certain of the Company’s business combinations involve potential payment of future consideration that is contingent upon the achievement of certain product development milestones and/or contingent on the acquired business reaching certain performance milestones.

A liability is recorded for the estimated fair value of the contingent consideration on the acquisition date.

The fair value of the contingent consideration is remeasured at each reporting period, and the change in fair value is recognized within other operating expense (income), net in the condensed consolidated statements of income.

The fair value of contingent consideration liabilities at July 31, 2026 and April 24, 2026 was $ 275 million and $ 163 million, respectively.

At July 31, 2026, $ 111 million was recorded in other accrued expenses and $ 164 million was recorded in other liabilities on the condensed consolidated balance sheets.

At April 24, 2026, $ 32 million was reflected in other accrued expenses and $ 131 million was reflected in other liabilities on the condensed consolidated balance sheets.

Medtronic plc

Notes to Condensed Consolidated Financial Statements

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

Three months ended

(in millions) July 31, 2026

Beginning balance $ 163

Purchase price contingent consideration 123

Purchase price allocation adjustments 3

Payments ( 14 )

Ending balance $ 275

The roll-forward activity of contingent consideration liabilities for the three months ended July 25, 2025 was not material.

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

(in millions) Fair Value at July 31, 2026 Unobservable Input Range Weighted Average (1)

Revenue and other performance-based payments $ 220 Discount rate 7.8 % - 28.2 %

Projected fiscal year of payment 2027 - 2031

Product development and other milestone-based payments $ 55 Discount rate 5.5 %

Projected fiscal year of payment 2027 - 2028

(1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability.

For projected fiscal year of payment, the amount represents the median of the inputs and is not a weighted average.

Funded Research and Development Arrangements

The Company has entered into various arrangements with affiliates of Blackstone Life Sciences Advisors L.L.C.

(collectively, "Blackstone") to receive funding related to the development of certain products within the Cardiovascular Portfolio and Diabetes Operating Unit.

(collectively, Blackstone) to receive funding related to the development of certain products within the Cardiovascular Portfolio and Diabetes Business.

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 (income), 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 $ 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.

Under these arrangements, the Company recognized income of $ 12 million and $ 36 million during the three months ended July 31, 2026 and July 25, 2025, respectively.

As of July 31, 2026, the Company is eligible to receive additional funding of $ 237 million under these arrangements.

Following potential U.S.

regulatory approval and commercial launch of each product covered by the Blackstone agreements, Blackstone will earn a combination of fixed regulatory and commercial milestone payments up to $ 1.2 billion and royalties based on percent of sales of such products.

regulatory approval and commercial launch of each product covered by the Blackstone agreements, Blackstone will be eligible to receive a combination of fixed regulatory and commercial milestone payments up to $ 1.2 billion and royalties based on percent of sales of such products.

During the fourth quarter of fiscal year 2026, one of the products funded by these arrangements within the Diabetes Business was approved by the U.S.

regulatory approval was received and commercial launch is probable, the Company recognized a $ 157 million charge within other operating expense (income), net in the consolidated statements of income during fiscal year 2026.

The future minimum royalty payment obligation is primarily recognized within other liabilities in the condensed consolidated balance sheets as of July 31, 2026 and April 24, 2026.

This charge is included in the $ 1.2 billion amount noted above.

The $ 157 million future minimum royalty payment obligation of MiniMed is guaranteed by Medtronic, Inc.

Under certain termination provisions, the Company's payment obligation will survive, and in certain termination circumstances, a payment to Blackstone of a multiple of the funded amounts may be required.

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

Medtronic plc

Notes to Condensed Consolidated Financial Statements

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.

Total restructuring, associated, and other costs for the three months ended July 31, 2026 were $ 89 million, as compared to $ 67 million for the three months ended July 25, 2025.

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 restructuring actions are expected to result in pre-tax restructuring charges of approximately $ 300 million to $ 500 million, to 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 March 9, 2026 MiniMed IPO).

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

1 unchanged sentence

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.

Since inception, the Company has incurred pre-tax exit and disposal and other costs of $ 201 million in connection with the MiniMed Restructuring Actions.

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

Three months ended

(in millions) July 31, 2026

Selling, general, and administrative expenses $ 8

Restructuring charges, net 58

Total restructuring, associated, and other costs $ 67

The following table provides a reconciliation of the beginning and ending restructuring liability balances related to the MiniMed restructuring activities for the three months ended July 31, 2026:

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

April 24, 2026 $ 119 $ — $ 119

Charges 62 5 67

Cash payments ( 88 ) ( 4 ) ( 92 )

July 31, 2026 $ 93 $ 1 $ 93

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 Company also incurred restructuring charges during the three months ended July 31, 2026 and July 25, 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

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

Notes to Condensed Consolidated Financial Statements

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

Three months ended

(in millions) July 31, 2026 July 25, 2025

Cost of products sold $ 8 $ 16

7 unchanged sentences

Cash payments ( 9 ) ( 19 ) ( 28 )

Settled non-cash — ( 2 ) ( 2 )

Accrual adjustments (1)

( 14 ) ( 1 ) ( 15 )

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.

July 31, 2026 $ 15 $ 27 $ 42

Medtronic plc

Notes to Consolidated Financial Statements

Notes to Condensed Consolidated Financial Statements

Financial Instruments

1 unchanged sentence

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 January 23, 2026 and April 25, 2025:

January 23, 2026

The following tables summarize the Company's investments in available-for-sale debt securities by significant investment category and the related condensed consolidated balance sheet classification at July 31, 2026 and April 24, 2026:

July 31, 2026

Valuation Balance Sheet Classification

25 unchanged sentences

Total available-for-sale debt securities $ 7,305 $ 37 $ ( 56 ) $ 7,287 $ 7,253 $ 34

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

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

Medtronic plc

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 January 23, 2026 and April 25, 2025:

January 23, 2026

Notes to Condensed Consolidated Financial Statements

July 31, 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 nine months ended January 23, 2026 and January 24, 2025.

There were no transfers into or out of Level 3 during the three months ended July 31, 2026 and fiscal year 2026.

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 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.

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

During the three months ended July 31, 2026 and July 25, 2025, gross realized gains and losses on available-for-sale debt securities were not material.

During the three months ended July 31, 2026 and July 25, 2025, proceeds from sales of available-for-sale debt securities were $ 2.2 billion and $ 2.0 billion, respectively.

The contractual maturities of available-for-sale debt securities at July 31, 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.

6 unchanged sentences

Total $ 7,225 $ 7,150

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 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.

Interest income, which includes income on marketable debt securities and the global liquidity structures, is recognized in other non-operating expense (income), net , in the condensed consolidated statements of income.

During the three months ended July 31, 2026 and July 25, 2025, there was $ 102 million and $ 120 million of interest income, respectively.

Medtronic plc

Notes to Consolidated Financial Statements

Notes to Condensed Consolidated Financial Statements

Equity Securities, Equity Method Investments, and Other Investments

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

The following table summarizes the Company's equity and other investments and related accrued interest receivable at July 31, 2026 and April 24, 2026, which are classified primarily as other assets in the consolidated balance sheets:

(in millions) July 31, 2026 April 24, 2026

Investments with readily determinable fair value (marketable equity securities) $ 163 $ 130

Investments for which the fair value option has been elected 50 140

Investments without readily determinable fair values 679 616

2 unchanged sentences

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

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

Three months ended

(in millions) July 31, 2026 July 25, 2025

Proceeds from sales $ 24 $ 17

1 unchanged sentence

Gross losses ( 2 ) ( 93 )

Interest income 17 — 17 —

Impairment losses recognized ( 1 ) ( 26 )

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.

During the three months ended July 31, 2026, there were $ 33 million of net unrealized gains on equity securities and other investments still held at July 31, 2026.

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.

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 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.

At closing, the Company retained a 50 % non-controlling equity interest in Mozarc valued at $ 307 million.

Although the equity investment provides the Company with the ability to exercise significant influence over Mozarc, the Company has elected the fair value option to account for this equity investment.

In fiscal year 2023 the Company sold half its Renal Care Solutions business to Mozarc Medical (Mozarc Medical or Mozarc), and as a result of the transaction, the Company retained a 50 % non-controlling equity interest in Mozarc.

This sale was part of an agreement between Medtronic and DaVita Inc.

(DaVita) to form a new, independent kidney care-focused medical device company with equal equity ownership.

This investment provides the Company with the ability to exercise significant influence over Mozarc and the Company has elected the fair value option to account for this equity method investment.

The Company believes the fair value option best reflects the economics of the underlying transaction.

Under the fair value option, changes in the fair value of the investment are recognized through earnings each reporting period in other non-operating income, net in the consolidated statements of income.

During 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 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 ) —

Ending Balance $ 50 $ 311 $ 50 $ 311

Under the fair value option, changes in the fair value of the investment are recognized through earnings each reporting period in other non-operating expense (income), net in the consolidated statements of income.

As of the beginning of fiscal year 2026, the fair value of the investment was $ 140 million.

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, bringing the fair value of the investment to $ 50 million.

During the fourth quarter of fiscal year 2026, the Company recognized a loss of the remaining $ 50 million investment, reducing the fair value of the investment to zero as of April 24, 2026.

The fourth quarter losses were primarily driven by historical financial results, the restructuring and wind-down of certain product lines, the delay or discontinuation of certain research and development programs and associated product launches, and projections of future cash flows.

Medtronic plc

Notes to Consolidated Financial Statements

Notes to Condensed 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 $ 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 $ 450 million of commercial paper outstanding at July 31, 2026.

During the three months ended July 31, 2026, the weighted average interest rate was 3.81 percent.

There was no commercial paper outstanding at April 24, 2026.

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.

During fiscal year 2026, the weighted average interest rate was 4.17 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 January 23, 2026 and April 25, 2025, no amounts were outstanding under the Credit Facility.

At July 31, 2026 and April 24, 2026, 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.

6 unchanged sentences

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.

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

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

1 unchanged sentence

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.

Interest is payable on the loans under the MiniMed Revolving Credit Facility (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.

1 unchanged sentence

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.

No amounts have been drawn under the MiniMed Revolving Credit Facility as of July 31, 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.

1 unchanged sentence

Medtronic plc

Notes to Consolidated Financial Statements

Notes to Condensed Consolidated Financial Statements

Debt Obligations

1 unchanged sentence

(in millions) Maturity by

Fiscal Year January 23, 2026 April 25, 2025

Fiscal Year July 31, 2026 April 24, 2026

Current debt obligations 2027 - 2028 $ 2,536 $ 1,788

Long-term debt

1.125 percent eight -year 2019 senior notes

2027 1,757 1,714

4.250 percent five -year 2023 senior notes

45 unchanged sentences

Deferred financing costs 2028 - 2054 ( 110 ) ( 114 )

Other 2053 23 —

Total long-term debt $ 25,617 $ 26,173

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 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.

During the three months ended July 31, 2026 and July 25, 2025, there was $ 235 million and $ 217 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

Notes to Consolidated Financial Statements

Notes to Condensed Consolidated Financial Statements

The Company has outstanding unsecured senior obligations, described as senior notes in the tables above (collectively, the Senior Notes).

3 unchanged sentences

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.

issued four tranches of Euro-denominated Senior Notes with an aggregate principal of € 3.0 billion, with maturities ranging from fiscal year 2030 to 2054, resulting in cash proceeds of approximately $ 3.2 billion, net of discounts and issuance costs.

In anticipation of the Euro-denominated debt issuance, the Company entered into forward currency exchange rate contracts to manage the exposure to exchange rate movements.

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

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 in the consolidated financial statements for additional information regarding net investment hedges.

The Euro-denominated debt issued in September 2025 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 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 July 31, 2026, the estimated fair value of the Company’s Senior Notes was $ 24.4 billion compared to a principal value of $ 27.4 billion.

At April 24, 2026, the estimated fair value of the Company's Senior Notes was $ 25.3 billion compared to a principal value of $ 28.1 billion.

10 unchanged sentences

Amounts excluded from the measurement of hedge effectiveness are recognized in earnings on a straight-line basis over the term of the hedge.

Cash flows are reported as operating activities in the consolidated statements of cash flows.

Cash flows are reported as operating activities in the condensed consolidated statements of cash flows.

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

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.

At July 31, 2026 and April 24, 2026, the Company had $ 57 million in after-tax unrealized gains and $ 116 million in after-tax unrealized losses, respectively, associated with cash flow hedging instruments recorded in accumulated other comprehensive loss .

The Company expects that $ 40 million of after-tax net unrealized gains at July 31, 2026 will be recognized in the condensed 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 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.

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

During the three months ended July 31, 2026 and July 25, 2025, the Company recognized $ 50 million and $ 45 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 condensed consolidated statements of cash flows.

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

Fair Value Hedges

3 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 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.

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

For the three months ended July 25, 2025, amounts excluded from the

Medtronic plc

Notes to Condensed Consolidated Financial Statements

assessment of effectiveness were recognized in interest expense, net on a straight-line basis over the term of the hedge and were not material.

Cash flows related to the Company's derivative instruments designated as fair value hedges are reported as financing activities in the condensed consolidated statements of cash flows.

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

Undesignated Derivatives

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

These foreign currency forward exchange rate contracts are not designated as hedges at inception, and therefore, changes in the fair value of these contracts are recognized in the consolidated statements of income.

Cash flows related to the Company’s undesignated derivative contracts are reported in the consolidated statements of cash flows based on the nature of the derivative instrument.

Cash flows related to the Company’s undesignated derivative contracts are reported in the condensed consolidated statements of cash flows based on the nature of the derivative instrument.

The Company had total return swaps with a notional balance of $ 0.4 billion as of July 31, 2026.

The Company has not included the total return swaps in the below tabular disclosures as the gain and loss activity for the three months ended July 31, 2026 and July 25, 2025, and the fair value as of July 31, 2026 and April 24, 2026 was not material.

Outstanding Instruments

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

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

(in billions) Designation July 31, 2026 April 24, 2026

Currency exchange rate contracts Cash flow hedge $ 8.6 $ 8.5

3 unchanged sentences

Net investment hedge 20.5 21.1

Currency exchange rate contracts Fair value hedge — 1.1

Currency exchange rate contracts Undesignated 4.1 4.3

(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.

(1) At July 31, 2026, includes derivative contracts with a notional value of € 3.0 billion, or $ 3.4 billion, designated as hedges of a portion of our net investment in certain European operations, derivative contracts with a notional value of ¥ 345.8 billion, or $ 2.1 billion, designated as hedges of a portion of our net investment in certain Japanese operations, and derivative contracts with a notional value of CHF 436 million, or $ 532 million, designated as hedges of a portion of our net investment in certain Swiss Franc operations.

These derivative contracts mature in fiscal years 2027 through 2045.

(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.

(2) At July 31, 2026, includes € 18.0 billion, or $ 20.5 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 and nine months ended January 23, 2026 and January 24, 2025 were as follows:

The amount of the gains and losses on hedging instruments and the classification of those gains and losses within our condensed consolidated financial statements for the three months ended July 31, 2026 and July 25, 2025 were as follows:

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

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

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

(in millions) July 31, 2026 July 25, 2025 July 31, 2026 July 25, 2025

Cash flow hedges

7 unchanged sentences

Total $ ( 930 ) $ 717 $ 2 $ ( 18 )

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:

Medtronic plc

Notes to Condensed 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 condensed consolidated statements of income during the three months ended July 31, 2026 and July 25, 2025 were as follows:

(Gain) Loss Recognized in Income

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

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

(in millions) July 31, 2026 July 25, 2025

Currency exchange rate contracts $ ( 16 ) $ ( 2 ) 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 January 23, 2026 and April 25, 2025.

The following table summarizes the balance sheet classification and fair value of derivative instruments included in the condensed consolidated balance sheets at July 31, 2026 and April 24, 2026.

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

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Fair Value - Assets Fair Value - Liabilities

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

(in millions) July 31, 2026 April 24, 2026 Balance Sheet Classification July 31, 2026 April 24, 2026 Balance Sheet Classification

Derivatives designated as hedging instruments

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Currency exchange rate contracts 10 13 Other current assets 11 10 Other accrued expenses

Total return swaps 7 — Other current assets — 16 Other accrued expenses

Total derivatives not designated as hedging instruments 14 7 14 21

Total derivatives $ 640 $ 555 $ 197 $ 420

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.

January 23, 2026 April 25, 2025

July 31, 2026 April 24, 2026

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

Level 1 $ 640 $ 197 $ 555 $ 420

Level 2 7 — — 16

Total $ 536 $ 388 $ 334 $ 417

The Company has elected to present the fair value of derivative assets and liabilities within the consolidated balance sheets on a gross basis, even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation.

The cash flows related to collateral posted and received are reported gross as investing and financing activities, respectively, in the consolidated statements of cash flows.

The Company has elected to present the fair value of derivative assets and liabilities within the condensed consolidated balance sheets on a gross basis, even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation.

The cash flows related to collateral posted and received are reported gross as investing and financing activities, respectively, in the condensed consolidated statements of cash flows.

Medtronic plc

Notes to Condensed 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.

January 23, 2026

July 31, 2026

Gross Amount Not Offset on the Balance Sheet

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

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

Derivative assets:

Currency exchange rate contracts $ 640 $ ( 169 ) $ ( 40 ) $ 432

Total return swaps 7 — — 7

536 ( 204 ) — 333

Derivative liabilities:

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Currency exchange rate contracts ( 420 ) 232 98 ( 91 )

Total return swaps ( 16 ) — — ( 16 )

( 417 ) 195 125 ( 97 )

Total $ 135 $ — $ 98 $ 233

Medtronic plc

Notes to Consolidated Financial Statements

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of interest-bearing investments, derivative contracts, and trade accounts receivable.

Global concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers and their dispersion across many geographic areas.

The Company monitors the creditworthiness of its customers to which it grants credit terms in the normal course of business.

The Company has cash and cash equivalents, investments, and certain other financial instruments positions (including currency exchange rate and interest rate derivative contracts) with various major financial institutions.

The Company performs periodic evaluations of the relative credit standings of these financial institutions and limits the amount of credit exposure with any one institution.

In addition, the Company has collateral credit agreements with its primary derivatives counterparties.

Under these agreements, either party is required to post eligible collateral when the market value of transactions covered by the agreement exceeds specific thresholds, thus limiting credit exposure for both parties.

As of July 31, 2026, the Company received net cash collateral of $ 40 million.

Cash collateral received is recorded as an increase in cash and cash equivalents with the offset recorded in other accrued expenses in the condensed consolidated balance sheets.

As of April 24, 2026, the Company posted net cash collateral of $ 98 million to its counterparties.

Cash collateral posted is recorded as a reduction in cash and cash equivalents , with the offset recorded as an increase in other current assets in the consolidated balance sheets.

Inventory balances were as follows:

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

(in millions) July 31, 2026 April 24, 2026

Finished goods $ 4,121 $ 4,075

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Total $ 6,215 $ 5,951

Medtronic plc

Notes to Condensed Consolidated Financial Statements

Goodwill and Other Intangible Assets

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

(in millions) Cardiovascular Neuroscience Medical Surgical Diabetes Total

The following table presents the changes in the carrying amount of goodwill by reportable segment and goodwill assigned to the other operating segments:

(in millions) Cardiovascular Neuroscience Medical Surgical Reportable Segments Other Operating Segments Total

April 24, 2026 $ 8,602 $ 11,777 $ 19,953 $ 40,332 $ 2,256 $ 42,587

Goodwill as a result of acquisitions — 933 — 933 — 933

Purchase accounting adjustments 18 — — 18 — 18

Currency translation and other ( 36 ) ( 37 ) ( 277 ) ( 350 ) ( 1 ) ( 351 )

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.

July 31, 2026 $ 8,583 $ 12,673 $ 19,675 $ 40,932 $ 2,255 $ 43,187

No goodwill impairment was recognized during the three months ended July 31, 2026 and July 25, 2025.

Intangible Assets

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

January 23, 2026 April 25, 2025

July 31, 2026 April 24, 2026

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

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IPR&D $ 265 $ — $ 253 $ —

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.

The Company did not recognize any definite-lived or indefinite-lived intangible asset impairment charges during the three months ended July 31, 2026 and July 25, 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.

Medtronic plc

Notes to Consolidated Financial Statements

Amortization Expense

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

Remaining 2026 $ 405

Intangible asset amortization expense for the three months ended July 31, 2026 was $ 412 million.

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.

The Company's effective tax rate for the three months ended July 31, 2026 was 16.4 %, as compared to 19.6 % for the three months ended July 25, 2025.

The decrease in the effective tax rate for the three months ended July 31, 2026 primarily relates to the release of reserves for uncertain tax positions on prior period intercompany transactions and year-over-year changes in operational results by jurisdiction.

At July 31, 2026 and April 24, 2026, the Company's gross unrecognized tax benefits were $ 2.9 billion and $ 3.0 billion, respectively.

The Company had interest and penalties net receivable of $ 34 million and $ 22 million at July 31, 2026 and April 24, 2026, respectively.

If all of the Company’s unrecognized tax benefits were recognized, approximately $ 2.6 billion would impact the Company’s effective tax rate.

At both July 31, 2026 and April 24, 2026, 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.

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.

Medtronic plc

Notes to Condensed Consolidated Financial Statements

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

On July 4, 2025, the U.S.

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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 nine months ended January 23, 2026 was not material.

The impact for both the three months ended July 31, 2026 and July 25, 2025 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.

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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 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 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.

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

Earnings Per Share

Basic earnings per share is computed based on the weighted average number of ordinary shares outstanding.

Diluted earnings per share is computed based on the weighted number of ordinary shares outstanding, increased by the number of additional shares that would have been outstanding had the potentially dilutive ordinary shares been issued, and reduced by the number of shares the Company could have repurchased with the proceeds from issuance of the potentially dilutive shares.

Diluted earnings per share is computed based on the weighted average number of ordinary shares outstanding, increased by the number of additional shares that would have been outstanding had the potentially dilutive ordinary shares been issued, and reduced by the number of shares the Company could have repurchased with the proceeds from issuance of the potentially dilutive shares.

Potentially dilutive ordinary shares include stock-based awards granted under stock-based compensation plans and shares committed to be purchased under the employee stock purchase plan.

Medtronic plc

Notes to Consolidated Financial Statements

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

Three months ended Nine months ended

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

Three months ended

(in millions, except per share data) July 31, 2026 July 25, 2025

Net income attributable to ordinary shareholders $ 1,470 $ 1,040

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Diluted earnings per share $ 1.14 $ 0.81

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.

The calculation of weighted average diluted shares outstanding excludes stock options, restricted stock units, and performance share units of approximately 25 million ordinary shares for the three months ended July 31, 2026 and 24 million ordinary shares for the three months ended July 25, 2025, 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 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

The following table presents the components 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 31, 2026 and July 25, 2025:

Three months ended

(in millions) July 31, 2026 July 25, 2025

Stock options $ 8 $ 10

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Total stock-based compensation expense $ 125 $ 86

Cost of products sold $ 11 $ 11 $ 41 $ 37

Research and development expense 12 12 46 41

Selling, general, and administrative expense 72 75 275 262

Total stock-based compensation expense 95 98 362 340

Income tax benefits ( 18 ) ( 17 ) ( 62 ) ( 55 )

Total stock-based compensation expense, net of tax $ 77 $ 81 $ 300 $ 285

Medtronic plc

Notes to Consolidated Financial Statements

Notes to Condensed Consolidated Financial Statements

Retirement Benefit Plans

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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 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

The net periodic benefit cost (credit) of the defined benefit pension plans included the following components for the three months ended July 31, 2026 and July 25, 2025:

Three months ended

(in millions) July 31, 2026 July 25, 2025 July 31, 2026 July 25, 2025

Service cost $ 12 $ 12 $ 12 $ 11

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Amortization of prior service cost ( 1 ) ( 1 ) — —

Amortization of net actuarial loss 5 4 1 — 15 12 3 1

Net periodic benefit (credit) cost $ ( 6 ) $ ( 7 ) $ 6 $ 7 $ ( 18 ) $ ( 21 ) $ 18 $ 22

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.

Amortization and settlement recognition of actuarial loss (gain) 5 5 1 1

Net periodic benefit cost (credit) $ ( 4 ) $ ( 6 ) $ 7 $ 6

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

Accumulated Other Comprehensive Loss

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

The following table provides changes in accumulated other comprehensive loss (AOCL), 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

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Other comprehensive income (loss) ( 48 ) ( 479 ) 695 1 173 342

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

July 31, 2026 $ ( 63 ) $ ( 2,925 ) $ ( 329 ) $ ( 499 ) $ 57 $ ( 3,759 )

(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) 19 348 ( 559 ) 1 ( 128 ) ( 319 )

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 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.

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

The income tax on gains and losses on investment securities and retirement obligations in other comprehensive income (loss) before reclassifications and the income taxes on realized gains and losses on investment securities and gains and losses on defined benefit and pension items reclassified from AOCL during the three months ended July 31, 2026 and July 25, 2025 were not material.

For the three months ended July 31, 2026 and July 25, 2025 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 three months ended July 31, 2026 and July 25, 2025, was an expense of $ 41 million and a benefit of $ 23 million, respectively.

Refer to Note 8 for additional information.

The income tax on unrealized gains and losses on cash flow hedges in other comprehensive income (loss) before reclassifications during the three months ended July 31, 2026 was an expense of $ 30 million and during the three months ended July 25, 2025, was not material.

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 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 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 in the consolidated financial statements for additional information.

Notes to Condensed Consolidated Financial Statements

the three months ended July 31, 2026 and July 25, 2025, gains and losses on cash flow hedges reclassified from AOCL were reduced by an immaterial amount of income taxes.

Refer to Note 8 for additional information.

Commitments and Contingencies

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Estimates of probable losses resulting from litigation and governmental proceedings involving the Company are inherently difficult to predict, particularly when the matters are in early procedural stages with incomplete scientific facts or legal discovery, involve unsubstantiated or indeterminate claims for damages, potentially involve penalties, fines or punitive damages, or could result in a change in business practice.

The Company classifies certain specified litigation charges and gains related to significant legal matters as certain litigation charges, net in the consolidated statements of income.

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 Company classifies certain specified litigation charges and gains related to significant legal matters as certain litigation charges, net in the condensed consolidated statements of income and includes accrued certain litigation in other accrued expenses and other liabilities in the condensed consolidated balance sheets.

The Company recognized no certain litigation charges, net , during the three months ended July 31, 2026.

During the three months ended July 25, 2025, the Company recognized $ 27 million certain litigation charges, net .

At both July 31, 2026 and April 24, 2026, accrued certain litigation was approximately $ 0.2 billion.

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.

Medtronic plc

Notes to Consolidated Financial Statements

Intellectual Property Matters

The Company is a defendant in patent litigation brought by Colibri Heart Valve LLC (Colibri) in the U.S.

District Court for the Central District of California.

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

The patent asserted by Colibri has expired.

On February 8, 2023, a jury returned a verdict against the Company for approximately $ 106 million.

In July 2023, the Company filed its appeal with the U.S.

Court of Appeals for the Federal Circuit.

On July 18, 2025, the U.S.

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.

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

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

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.

As of August 5, 2026, the Company and certain of its subsidiaries have been named as defendants in lawsuits filed on behalf of approximately 10,500 individual plaintiffs, and certain plaintiffs’ law firms have advised the Company that they may file additional cases in the future.

Approximately 7,450 plaintiffs have pending lawsuits in a coordinated proceeding in Massachusetts state court, where they have been consolidated before a single judge.

Approximately 500 plaintiffs have pending lawsuits in a coordinated action in Minnesota state court, and there are approximately 2,200 actions coordinated in a federal Multidistrict Litigation in the U.S.

Approximately 500 plaintiffs have pending lawsuits in a coordinated action in Minnesota state court, and there are approximately 2,400 actions coordinated in a federal Multidistrict Litigation (MDL) in the U.S.

District Court for the District of Massachusetts plus fewer than ten one-off cases filed in other courts.

There are approximately 150 claims outside of the U.S.

The pending lawsuits relate almost entirely to hernia mesh products that have not been subject to recalls, withdrawals, or other adverse regulatory action.

The Company has not recorded an expense related to damages in connection with these matters because any potential loss is not currently probable and reasonably estimable.

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

The hernia mesh docket is made up of cases involving a variety of products, defect theories, and alleged injuries involving patients who have a variety of risk factors for complications.

Medtronic plc

Notes to Condensed Consolidated Financial Statements

The first MDL trial took place in the U.S.

District Court for the District of Massachusetts in July and August 2026.

On August 4, 2026, the jury returned a verdict in favor of the plaintiffs, awarding $ 88 million in damages.

The Company believes that the verdict and damage award are inconsistent with the law and evidence at trial.

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

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 basis for the post-trial challenges we expect to mount.

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 post-trial challenges, including an appeal, some or all of the jury’s verdict and damages award could be overturned.

An estimate of the ultimate loss or range of losses is not possible at this time.

Accordingly, 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 related to this verdict.

The Company recognized certain litigation charges in 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 discussed above.

Diabetes Pump Retainer Ring Litigation

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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.

As of August 7, 2026, there are 27 lawsuits filed on behalf of 105 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 January 23, 2026 as discussed above.

These lawsuits relate to products made by MiniMed.

While the Company is a named defendant in these suits, as a result of the IPO, MiniMed will be responsible for any financial liabilities resulting therefrom.

Antitrust Matters

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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.

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 as required by law.

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

Applied is also seeking injunctive relief, which will be argued before the Court in October 2026.

The Company believes that the jury’s decision and amounts awarded are inconsistent with the law and evidence at trial and plans to appeal with the appropriate appellate courts.

The Company plans to post surety bonds 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 on appeal.

In light of all those factors, the ultimate result of this litigation remains uncertain.

It is reasonably possible that as a result of 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 this time.

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.

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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 Condensed Consolidated Financial Statements

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

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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 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 nine months ended January 23, 2026, 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 fiscal year 2026, as an increase to net sales in the condensed 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

As described in Note 4, the Company is party to various research and development funding arrangements with Blackstone, which are subject to certain termination provisions.

During fiscal year 2025, the parties negotiated a contractual dispute resolution under one of the funding arrangements.

As a result, the Company recognized certain litigation charges in connection with the resolution and included the accrued litigation charge in other accrued expenses on the consolidated balance sheets as of April 25, 2025.

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

Certain of the Company’s affiliates are defendants in a lawsuit brought by a trust created in the bankruptcy of Mallinckrodt PLC (the “Trust”) in Delaware bankruptcy court.

The Trust claims that Covidien spun off its pharmaceuticals business, Mallinckrodt, in 2013 to avoid potential liability relating to opioids.

The Trust claims that Covidien LP spun off its pharmaceuticals business, Mallinckrodt, in 2013 to avoid potential liability relating to opioids.

In January 2024, the Delaware bankruptcy court granted in part and denied in part an early-stage motion to dismiss all claims, finding that the claims alleging actual fraudulent transfer and alter ego or related liability could go forward, while dismissing the claims alleging constructive fraudulent transfer and breaches of fiduciary duty.

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In April 2017, the IRS filed a Notice of Appeal to the U.S.

Court of Appeals for the Eighth Circuit regarding the Tax Court opinion.

Court of Appeals issued its opinion in August 2018 and remanded the case back to the Tax Court for additional factual findings.

The Tax Court issued its second opinion in August 2022, the IRS filed a Notice of Appeal to the U.S.

Court of Appeals for the Eighth Circuit in September 2023, and Medtronic subsequently filed a cross-appeal in October 2023.

Court of Appeals for the Eighth Circuit (the "Appellate Court") regarding the Tax Court opinion.

The Appellate Court issued its opinion in August 2018 and remanded the case back to the Tax Court for additional factual findings.

The Tax Court issued its second opinion in August 2022, the IRS filed a Notice of

Medtronic plc

Notes to Condensed Consolidated Financial Statements

Appeal to the Appellate Court in September 2023, and Medtronic subsequently filed a cross-appeal in October 2023.

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.

The matter is currently before the Tax Court, but the parties have requested that the court stay proceedings to permit the parties to discuss the potential for a resolution of the matter.

In the absence of any such resolution, we expect the proceedings to resume in the Tax Court.

The IRS had previously issued its audit reports on Medtronic, Inc.

for fiscal years 2007 through 2016.

Medtronic, Inc.

and the IRS have reached agreement on all significant issues except for the allocation of income between Medtronic, Inc.

and the IRS have reached agreement on all significant issues for fiscal years 2007 through 2016 except for the allocation of income between Medtronic, Inc.

and its wholly-owned subsidiary operating in Puerto Rico for the businesses that are the subject of the U.S.

Tax Court matter for fiscal years 2005 and 2006.

Medtronic, Inc.’s fiscal years 2017 through 2023 U.S.

Tax Court matter.

In April 2026, the IRS issued a preliminary audit report on Medtronic Group Holding, Inc.

for fiscal years 2017 to 2019 that effectively settled some, but not all matters related to these fiscal years.

The significant issues that remain unresolved relate to the allocation of income between Medtronic’s U.S.

entities and its affiliated entity operating in Puerto Rico, the interest rates on intercompany debt, and the calculation of foreign tax credits.

The Company disagrees with the IRS and will attempt to resolve these matters at the IRS Appellate level.

Medtronic Group Holding, Inc.’s fiscal years 2020 through 2023 U.S.

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

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Covidien LP’s fiscal year 2023 federal income tax return is currently being audited by the IRS.

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

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

Although it is not possible to predict the outcome for most of the income tax matters discussed above, the Company believes it has adequately reserved for liabilities resulting from tax assessments by taxing authorities.

However, 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.

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.

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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 January 23, 2026, the aggregated amount outstanding under these instruments was approximately $ 1.3 billion.

As of July 31, 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

The Company has four reportable segments:

Cardiovascular Portfolio, Neuroscience Portfolio, Medical Surgical Portfolio, and Diabetes Operating Unit.

The Company had changes to its reportable segments during the fourth quarter of fiscal year 2026.

Although the Diabetes Business did not historically meet the quantitative thresholds to be considered a reportable segment, the Company has historically presented the Diabetes Business as a reportable segment because management deemed the information useful to investors.

As a result of the MiniMed IPO, management no longer believes segment information about the Diabetes Business is useful to investors given the temporary nature of ownership as the Company has stated its intent to divest its remaining interest in MiniMed within fiscal year 2027 and the lack of strategic significance to ongoing operations.

The Diabetes Business operating segment results are aggregated with the Other operating segment within the reconciliations below.

Additionally, during the first quarter of fiscal year 2027, a product line moved from the Medical Surgical Portfolio to the Neuroscience Portfolio.

Prior period information has been recast to conform to the current year presentation.

Since the fourth quarter of fiscal year 2026, the Company has three reportable segments:

Cardiovascular Portfolio, Neuroscience Portfolio, and Medical Surgical Portfolio.

The chief operating decision maker (CODM) is our Chief Executive Officer (CEO) and has chosen to organize the entity based upon therapy solutions provided by each segment.

The four reportable segments are strategic businesses that are managed separately, as each one develops and manufactures products and provides services oriented toward targeted therapy solutions.

The three reportable segments are strategic businesses that are managed separately, as each one develops and manufactures products and provides services oriented toward targeted therapy solutions.

Medtronic plc

Notes to Condensed Consolidated Financial Statements

The CODM measures and evaluates segment performance and allocates resources based on net sales and segment operating profit.

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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 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.

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in Note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 25, 2025.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 24, 2026.

Certain depreciable assets may be recorded by one segment, while the depreciation expense is allocated to another segment.

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

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:

The CODM is not regularly provided with expenditures for additions to long-lived assets.

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

Segment Operating Profit

Three months ended January 23, 2026

(in millions) Cardiovascular Neuroscience Medical Surgical Diabetes Total

Net sales $ 3,457 $ 2,558 $ 2,173 $ 796 $ 8,985

Reconciliation of revenues

Other operating segment net sales (1)

Total consolidated net sales $ 9,017

Cost of products sold, excluding amortization of intangible assets 1,159 815 867 332 3,173

Research and development expense 284 153 174 109 720

Selling, general, and administrative expense 1,129 841 628 300 2,897

Other segment items (2)

( 14 ) 12 6 ( 2 ) 3

Reportable segment operating profit $ 899 $ 737 $ 499 $ 57 $ 2,192

Reconciliation of segment profit / (loss)

Other operating segment profit (loss) (1)

Currency and other ( 13 )

Interest expense, net ( 181 )

Other non-operating income, net 121

Amortization of intangible assets ( 441 )

Restructuring and associated costs ( 172 )

Acquisition and divestiture-related items ( 38 )

Certain litigation charges, net ( 62 )

Income before income taxes $ 1,404

Medtronic plc

Notes to Consolidated Financial Statements

Three months ended January 24, 2025

(in millions) Cardiovascular Neuroscience Medical Surgical Diabetes Total

Net sales $ 3,037 $ 2,458 $ 2,072 $ 694 $ 8,260

Reconciliation of revenues

Other operating segment net sales (1)

Total consolidated net sales $ 8,292

Cost of products sold, excluding amortization of intangible assets 964 712 788 284 2,748

Research and development expense 248 152 164 108 672

Selling, general, and administrative expense 1,010 820 605 266 2,701

Other segment items (2)

( 14 ) 12 4 ( 15 ) ( 12 )

Reportable segment operating profit $ 828 $ 762 $ 512 $ 50 $ 2,151

Reconciliation of segment profit / (loss)

Other operating segment profit (loss) (1)

Currency and other 4

Interest expense, net ( 179 )

Other non-operating income, net 72

Amortization of intangible assets ( 416 )

Restructuring and associated costs ( 46 )

Acquisition and divestiture-related items ( 28 )

Certain litigation charges, net ( 22 )

Medical device regulations ( 11 )

Income before income taxes $ 1,540

(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 January 24, 2025 also include income from funded research and development arrangements.

Medtronic plc

Notes to Consolidated Financial Statements

Nine months ended January 23, 2026

(in millions) Cardiovascular Neuroscience Medical Surgical Diabetes Total

Three months ended July 31, 2026

(in millions) Cardiovascular Neuroscience Medical Surgical Total

Net sales $ 3,927 $ 2,678 $ 2,279 $ 8,884

Reconciliation of revenues

Other operating segment net sales (1)

Other adjustments (2)

Other operating segments net sales (1)

Total consolidated net sales $ 9,756

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Other segment items (2)

( 45 ) 23 9 ( 3 ) ( 17 )

Reportable segment operating profit $ 1,033 $ 793 $ 485 $ 2,311

Reconciliation of segment profit / (loss)

Other operating segment profit (loss) (1)

Other operating segments profit (1)

Currency and other ( 69 )

Interest expense, net ( 186 )

Other non-operating income, net 247

Other non-operating expense (income), net 190

Amortization of intangible assets ( 412 )

1 unchanged sentence

Acquisition and divestiture-related items ( 50 )

Certain litigation charges, net ( 89 )

Other adjustments (2)

Income before income taxes $ 1,769

Medtronic plc

Notes to Consolidated Financial Statements

Nine months ended January 24, 2025

(in millions) Cardiovascular Neuroscience Medical Surgical Diabetes Total

Notes to Condensed Consolidated Financial Statements

Three months ended July 25, 2025

(in millions) Cardiovascular Neuroscience Medical Surgical Total

Net sales $ 3,285 $ 2,427 $ 2,073 $ 7,785

Reconciliation of revenues

Other operating segment net sales (1)

Other operating segments net sales (1)

Other adjustments (3)

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Reconciliation of segment profit / (loss)

Other operating segment profit (loss) (1)

Other operating segments profit (1)

Currency and other ( 47 )

Interest expense, net ( 176 )

Other non-operating income, net 403

Other non-operating expense (income), net 33

Amortization of intangible assets ( 459 )

2 unchanged sentences

Certain litigation charges, net ( 27 )

Medical device regulations ( 38 )

Other adjustments (3)

Income before income taxes $ 1,302

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

(2) Includes adjustments to the Company's Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court and the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015.

(1) Includes the operations and ongoing transition agreements from businesses the Company has exited, divested, or intends to separate, including the Diabetes Business.

(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 nine months ended January 24, 2025 also include income from funded research and development arrangements.

The Cardiovascular segment for both periods also include income from funded research and development arrangements.

(3) Includes adjustments to the Company's Italian payback accruals resulting from the June 30, 2025 Legislative Decree published by the Italian government for years 2015 to 2018.

Medtronic plc

Notes to Consolidated Financial Statements

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

Cardiovascular $ 16,748 $ 16,548

Neuroscience 18,447 18,476

Medical Surgical 32,748 33,317

Diabetes 4,312 4,136

Total reportable segments 72,255 72,476

Other operating segment (1)

Corporate 19,023 18,906

Total $ 91,485 $ 91,680

Depreciation Expense

Three months ended Nine months ended

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

Notes to Condensed Consolidated Financial Statements

Total Assets and Depreciation Expense

Total Assets Depreciation Expense

As of Three months ended

(in millions) July 31, 2026 April 24, 2026 July 31, 2026 July 25, 2025

Cardiovascular $ 17,517 $ 17,553 $ 71 $ 64

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Medical Surgical 31,905 32,535 65 54

Diabetes 32 30 95 81

Total reportable segments 69,364 68,602 215 194

Other operating segment (1)

Other operating segments (1)

4,747 4,827 34 31

Corporate 19,195 19,598 69 64

Total $ 93,306 $ 93,028 $ 317 $ 289

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

(1) Includes the operations and ongoing transition agreements from businesses the Company has exited, divested, or intends to separate, including the Diabetes Business.

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 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

The following table presents net sales for the three months ended July 31, 2026 and July 25, 2025 for the Company's country of domicile, countries with significant concentrations, and all other countries:

Three months ended

(in millions) July 31, 2026 July 25, 2025

Ireland $ 40 $ 33

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Total $ 9,756 $ 8,578

MiniMed Separation

On March 9, 2026, MiniMed completed an initial public offering of 28,000,000 shares of its common stock, par value $ 0.01 per share (MiniMed Common Stock), at an initial public offering price of $ 20.00 per share for net proceeds of $ 538 million.

MiniMed shares began trading on the Nasdaq Global Select Market (Nasdaq) under the symbol "MMED."

As of the closing of the IPO, Medtronic owns 252,813,348 shares of MiniMed Common Stock, or approximately 90.03 % of the total outstanding shares of MiniMed Common Stock.

There were no changes to the number of shares the Company owned as of July 31, 2026.

Due to the Company retaining a controlling financial interest, the condensed consolidated financial statements reflect the financial results of MiniMed.

As of March 9, 2026, the non-controlling interest associated with MiniMed was $ 381 million.

The difference between the net proceeds from the IPO and the non-controlling interest balance is recognized in additional paid-in capital on the condensed consolidated balance sheets.

Medtronic and MiniMed have entered into various definitive agreements that, among other things, set forth the terms and conditions of the separation, the most significant of which includes a Transition Services Agreement (“TSA”).

The TSA specifies the services to be provided by Medtronic to MiniMed for a period generally not expected to exceed 24 months following the completion of the IPO.

The services are intended to facilitate an orderly transition of the Diabetes Business to operate as an independent public company.

The Company plans to complete the separation of its Diabetes Business within the fiscal year.

Medtronic plc

Notes to Consolidated Financial Statements

Notes to Condensed 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.

Subsequent to quarter-end, in August 2026, the Company entered into a cross-currency swap derivative contract with a notional amount of $ 1.0 billion.

This cross-currency swap derivative contract is designated as a net investment hedge of our Chinese Renminbi (CNY) denominated exposures from our investments in certain of our CNY denominated functional currency subsidiaries.

Additionally, on September 1, 2026, the Company announced a strategic partnership with Cornerstone Robotics (Cornerstone), an innovative surgical robotics company that shares Medtronic’s commitment to advancing minimally invasive surgery and improving accessibility to the latest in surgical care worldwide.

This partnership includes an investment in Cornerstone and the rights to distribute Cornerstone’s Sentire surgical system in select markets outside the U.S.

where the system is market approved.

The Company paid approximately $ 700 million in cash for this investment in the second quarter of fiscal year 2027, which will be an increase primarily in other assets in the condensed consolidated financial statements.

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