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Item 2. Management’s Discussion and Analysis

2026-09-03 compared with 2026-02-24 · 233 added, 322 removed, 346 unchanged (62% of the section changed)

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The following discussion and analysis provides information management believes to be relevant to understanding the financial condition and results of operations of Medtronic plc and its subsidiaries (Medtronic plc, Medtronic, or the Company, or we, us, or our).

For a full understanding of financial condition and results of operations, you should read this discussion along with Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended April 25, 2025.

In addition, you should read this discussion along with our consolidated financial statements and related notes thereto at and for the three and nine months ended January 23, 2026.

For a full understanding of financial condition and results of operations, this discussion and analysis should be read along with Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 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.

In addition, this discussion and analysis should be read along with our condensed consolidated financial statements and related notes thereto at and for the three months ended July 31, 2026.

Amounts reported in millions within this quarterly report are computed based on the actual amounts, and therefore, the sum of the components may not equal the total amount reported in millions due to rounding.

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We believe that non-GAAP financial measures provide information useful to investors in understanding the Company's underlying operational performance and trends and may facilitate comparisons with the performance of other companies in the medical technologies industry.

As presented in the GAAP to Non-GAAP Reconciliations section on the following pages, our non-GAAP financial measures exclude the impact of amortization of intangible assets and certain charges or benefits that contribute to or reduce earnings and that may affect financial trends and include certain charges or benefits that result from transactions or events that we believe may or may not recur with similar materiality or impact to our operations in future periods (Non-GAAP Adjustments).

As presented in the "GAAP to Non-GAAP Reconciliations" section on the following pages, our non-GAAP financial measures exclude the impact of amortization of intangible assets and certain charges or benefits that contribute to or reduce earnings and that may affect financial trends.

These measures include certain charges or benefits that result from transactions or events that we believe may or may not recur with similar materiality or impact our operations in future periods (non-GAAP adjustments).

In the event there is a non-GAAP adjustment recognized in our operating results, the tax cost or benefit attributable to that item is separately calculated and reported.

Because the effective rate can be significantly impacted by the Non-GAAP Adjustments that take place during the period, we often refer to our tax rate using both the effective rate and the non-GAAP nominal tax rate (Non-GAAP Nominal Tax Rate).

Because the effective rate can be significantly impacted by the non-GAAP adjustments that take place during the period, we often refer to our tax rate using both the effective rate and the non-GAAP nominal tax rate.

The non-GAAP nominal tax rate is calculated as the income tax provision, adjusted for the impact of non-GAAP adjustments, as a percentage of income before income taxes, excluding non-GAAP adjustments.

Free cash flow is a non-GAAP financial measure calculated by subtracting property, plant, and equipment additions from operating cash flows.

Free cash flow, a non-GAAP financial measure, is calculated by subtracting additions to property, plant, and equipment from net cash provided by operating activities.

Refer to the "GAAP to Non-GAAP Reconciliations," "Income Taxes," and "Free Cash Flow" sections for reconciliations of the non-GAAP financial measures to their most directly comparable financial measures prepared in accordance with U.S.

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Our primary products include those for cardiac rhythm disorders, cardiovascular disease, neurological disorders and diseases, spinal conditions and musculoskeletal trauma, ear, nose, and throat conditions, urological and digestive disorders, advanced and general surgical care, respiratory and monitoring solutions, and diabetes conditions.

The following is a summary of net sales and diluted earnings per share for the three months ended January 23, 2026 and January 24, 2025 and operating cash flow for the nine months ended January 23, 2026 and January 24, 2025:

Fiscal year 2027 is a 53-week fiscal year, with the extra week occurring in the first fiscal month of the first quarter and included in the three months ended July 31, 2026 results.

The following is a summary of net sales, diluted earnings per share, and operating cash flow for the three months ended July 31, 2026:

GAAP to Non-GAAP Reconciliations

The tables below present our GAAP to Non-GAAP reconciliations for the three months ended January 23, 2026 and January 24, 2025:

Three months ended January 23, 2026

(in millions, except per share data) Income Before Income Taxes Income

Tax Provision (Benefit) Net Income attributable to Medtronic Diluted EPS Effective Tax Rate

GAAP $ 1,404 $ 254 $ 1,143 $ 0.89 18.1 %

Non-GAAP Adjustments:

Amortization of intangible assets (1)

441 81 360 0.28 18.4

Restructuring and associated costs (2)

172 31 141 0.11 18.0

Acquisition and divestiture-related items (3)

38 5 33 0.03 13.2

Certain litigation charges, net 62 10 52 0.04 16.1

(Gain)/loss on minority investments (4)

8 1 7 0.01 12.5

Certain tax adjustments, net — (14) 14 0.01 —

Non-GAAP $ 2,125 $ 369 $ 1,750 $ 1.36 17.3 %

Three months ended January 24, 2025

The tables below present our GAAP to non-GAAP reconciliations for the three months ended July 31, 2026 and July 25, 2025:

Three months ended July 31, 2026

(in millions, except per share data) Income Before Income Taxes Income

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50 9 41 0.03 18.2

Certain litigation charges, net 22 5 18 0.01 22.7

(Gain)/loss on minority investments (3)

(64) — (64) (0.05) (0.1)

Medical device regulations (5)

11 2 9 0.01 18.2

Certain tax adjustments, net (4)

Non-GAAP $ 2,257 $ 387 $ 1,860 $ 1.45 17.2 %

(1) The Company recognized $30 million of accelerated amortization on certain intangible assets within the Cardiovascular Portfolio.

(2) The charges primarily relate to employee termination benefits, facility related and contract termination costs, and asset write offs.

(3) The charges primarily include business combination costs, changes in fair value of contingent consideration, exit of business-related charges, and gains related to certain business or asset sales.

Exit of business-related charges primarily relate to the impending separation of the Diabetes business.

For the three months ended January 23, 2026, charges also include costs associated with the Company's June 2021 decision to stop the distribution and sale of the Medtronic HVAD System.

(4) We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.

(5) The charges represent incremental costs of complying with the new European Union (E.U.) medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses.

We consider these costs to be duplicative of previously incurred costs and/or one-time costs.

The tables below present our GAAP to Non-GAAP reconciliations for the nine months ended January 23, 2026 and January 24, 2025:

Nine months ended January 23, 2026

Three months ended July 25, 2025

(in millions, except per share data) Income Before Income Taxes Income

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Certain tax adjustments, net (4)

Non-GAAP $ 6,209 $ 1,066 $ 5,122 $ 3.98 17.2 %

Nine months ended January 24, 2025

(in millions, except per share data) Income Before Income Taxes Income

Tax Provision (Benefit) Net Income attributable to Medtronic Diluted EPS Effective Tax Rate

GAAP $ 4,367 $ 737 $ 3,606 $ 2.79 16.9 %

Non-GAAP Adjustments:

Amortization of intangible assets 1,243 227 1,017 0.79 18.3

Restructuring and associated costs (2)

— (16) 16 0.01 —

Acquisition and divestiture-related items (3)

15 11 3 — 73.3

Certain litigation charges, net 104 18 86 0.07 17.3

(Gain)/loss on minority investments (4)

41 25 14 0.01 61.0

Medical device regulations (7)

38 8 30 0.02 21.1

90 20 70 0.05 22.2

Certain tax adjustments, net (6)

— (49) 49 0.04 —

Non-GAAP $ 1,987 $ 354 $ 1,626 $ 1.26 17.8 %

(1) The Company recognized $121 million of accelerated amortization on certain intangible assets within the Cardiovascular Portfolio.

(1) The charges primarily relate to employee termination benefits, facility related and contract termination costs, and asset write offs.

(2) The charges primarily include business combination costs, changes in fair value of contingent consideration, and exit of business-related charges.

Exit of business-related charges primarily relate to the impending separation of the Diabetes Business and costs associated with the Company's June 2021 decision to stop the distribution and sale of the Medtronic HVAD System.

(3) We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.

(5) Reflects 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.

(6) The charges for the nine months ended January 23, 2026 primarily includes a tax benefit recognized due to a change in interest accrued on uncertain tax positions, offset by amortization of previously established deferred tax assets arising from intercompany intellectual property transactions.

The charges for the nine months ended January 24, 2025 primarily includes amortization of previously established deferred tax assets arising from intercompany intellectual property transactions.

(7) The charges represent incremental costs of complying with the new European Union (E.U.) medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses.

We consider these costs to be duplicative of previously incurred costs and/or one-time costs.

(4) The net charges for the three months ended July 31, 2026 and July 25, 2025, primarily relate to amortization of previously established deferred tax assets arising from previous intercompany intellectual property transactions.

The net charges for the three months ended July 31, 2026, were partially offset by the release of reserves for uncertain tax positions on prior period intercompany transactions.

(5) The Company recognized $45 million of accelerated amortization on certain intangible assets within the Cardiovascular Portfolio.

(6) Reflects 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.

Free Cash Flow

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GAAP measure) and free cash flow are as follows:

Nine months ended

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

Three months ended

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

Net cash provided by operating activities $ 1,793 $ 1,088

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The U.S., China, and other jurisdictions have recently imposed or proposed additional tariffs on imported goods.

Based on current rates as of February 17, 2026, we estimate the pre-tax net tariff impact to be $185 million in fiscal year 2026, with the majority recognized in the consolidated statements of income in the second half of the fiscal year.

The actual amount could vary based on changes in tariff rates, duration of tariffs, scope of tariffs, and potential countermeasures or mitigation actions.

While we are taking proactive steps to mitigate the effects of these tariffs, the evolving nature of international trade policy continues to present a risk to our cost structure and financial performance.

Further escalation or expansion of trade barriers could have a material adverse effect on our results of operations.

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.

We continue to monitor the situation and the impact to our results of operations.

• The sanctions and other measures being imposed in response to the Russia-Ukraine conflict are having and could continue to have impacts on revenue and supply chain.

The financial impact of the conflict for the three and nine months ended January 23, 2026, including on accounts receivable and inventory reserves, was not material.

For the three and nine months ended January 23, 2026, the business of the Company in these countries represented less than 1% of the Company's consolidated revenues and assets.

• Although the long-term implications of Israel's conflict are difficult to predict at this time, the financial and operational impact of the conflict for the three and nine months ended January 23, 2026, including on accounts receivable and inventory reserves, was not material.

As of January 23, 2026, the Company had 6 facilities and approximately 1,200 employees in Israel and the business of the Company represented less than 1% of the Company's consolidated revenues and assets.

The charts below illustrate the percent of net sales by segment for the three months ended January 23, 2026 and January 24, 2025:

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

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

Following that ruling, U.S.

Customs and Border Protection ("CBP") implemented procedures for the processing of IEEPA tariff refunds, and the Company has participated in those processes where appropriate.

We continue to monitor developments in global trade policy, including changes to tariff regimes and related administrative actions.

The impact of such developments, including further escalation or expansion of trade barriers, could have a material adverse effect on our results of operations.

• The planned exit of certain businesses, including our Diabetes Business, may involve separation activities, costs, and risks associated with transitioning operations, arrangements, and infrastructure.

The timing and execution of these activities, as well as any related disposition steps, could affect our future results and financial condition.

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 charts below illustrate the percent of net sales by business for the three months ended July 31, 2026 and July 25, 2025:

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

Three months ended

Nine months ended

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

Cardiac Rhythm & Heart Failure $ 1,856 $ 1,545 20 % $ 5,394 $ 4,659 16 %

Structural Heart & Aortic 929 874 6 2,814 2,610 8

Coronary & Peripheral Vascular 672 618 9 1,971 1,876 5

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

Electrophysiology Therapies $ 2,218 $ 1,712 30 %

Interventional Cardiology Therapies 894 834 7

CardioVascular Surgery 477 436 9

Peripheral Vascular Health 338 302 12

Cardiovascular 3,927 3,285 20

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Medical Surgical 2,279 2,073 10

Diabetes 796 694 15 2,274 2,027 12

Reportable segment net sales 8,884 7,785 14

Diabetes 843 721 17

Other operating segment (1)

32 32 3 101 106 (5)

Other adjustments (2)

— — — 39 (90) NM (3)

Total net sales $ 9,756 $ 8,578 14 %

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Three months ended Three months ended

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

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

Cardiovascular $ 1,853 $ 1,479 25 % $ 2,074 $ 1,806 15 %

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Medical Surgical 982 884 11 1,297 1,188 9

Diabetes 248 236 5 548 457 20

Reportable segment net sales 4,649 3,988 17 4,236 3,797 12

Other operating segment (1)

18 15 23 14 17 (15)

Total net sales $ 4,493 $ 4,237 6 % $ 4,524 $ 4,055 12 %

International

Nine months ended Nine months ended

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

Cardiovascular $ 4,660 $ 4,242 10 % $ 5,519 $ 4,904 13 %

Neuroscience 5,063 4,931 3 2,474 2,295 8

Medical Surgical 2,756 2,718 1 3,671 3,478 6

Diabetes 240 217 11 603 504 20

Reportable segment net sales 13,174 12,573 5 13,243 12,020 10

Other operating segment (1)

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(3) Not meaningful (NM).

The increase in net sales for the three and nine months ended January 23, 2026, as compared to the corresponding periods in the prior fiscal year, was driven primarily by growth in most businesses, as further described in the business sections below.

In addition, the net sales increase was driven by impacts of foreign currency fluctuations and, for the nine months ended January 23, 2026, changes in estimates relating to our Italian payback accrual resulting from the two July 2024 rulings by the Constitutional Court and the Legislative Decree published by the Italian government in June 2025 and formalized into law in August 2025 for certain prior years since 2015.

For the nine months ended January 23, 2026, the impact of the Italian payback adjustment was an increase to net sales of $39 million as compared to a decrease in net sales of $90 million for the nine months ended January 24, 2025.

The increase in net sales for the three months ended July 31, 2026, as compared to the corresponding period in the prior fiscal year, was driven primarily by growth in most businesses, as further described in the business sections below, including an extra week occurring in the first fiscal month of the first fiscal quarter in 2027 with an estimated benefit to reported growth of approximately $570 million and by impacts of foreign currency fluctuations.

In addition, the net sales were partially offset by changes in estimates relating to our Italian payback accrual resulting from the Legislative Decree published by the Italian government in June 2025 and formalized into law in August 2025 for years 2015 to 2018.

For the three months ended July 25, 2025, the accrual decreased by $39 million as an adjustment to net sales in the condensed consolidated statements of income.

Cardiovascular

Cardiovascular products include pacemakers, insertable cardiac monitors, cardiac resynchronization therapy devices, implantable cardioverter defibrillators, leads and delivery systems, products for the treatment of atrial fibrillation, information systems for the management of patients with Cardiac Rhythm & Heart Failure devices, products designed to reduce surgical site infections, coronary and peripheral stents and related delivery systems, balloons and related delivery systems, endovascular stent graft systems, heart valve replacement technologies, cardiac tissue ablation systems, open heart and coronary bypass grafting surgical products, and renal denervation systems for the treatment of hypertension.

Cardiovascular also includes Care Management Services and Cath Lab Managed Services (CLMS) within the Cardiac Rhythm & Heart Failure division.

Cardiovascular's net sales for the three and nine months ended January 23, 2026 were $3.5 billion and $10.2 billion, respectively, an increase of 14 percent and 11 percent, respectively, as compared to the corresponding periods in the prior fiscal year, resulting from growth across most businesses and the impacts of foreign currency fluctuations.

The graphs below illustrate the percent of Cardiovascular net sales by division for the three months ended January 23, 2026 and January 24, 2025:

Cardiac Rhythm & Heart Failure (CRHF) net sales for the three and nine months ended January 23, 2026 increased 20 percent and 16 percent, respectively, as compared to the corresponding periods in the prior fiscal year.

Cardiac Ablation Solutions experienced strong growth in the pulsed field ablation portfolio with partially offsetting declines in cryoablation.

Net sales growth was also due to increases within Cardiac Rhythm Management, driven by growth in Micra leadless pacemakers, Aurora extravascular implantable cardioverter defibrillator (EV-ICD) system, SelectSure 3830 lead, and continued Transvenous Tachy momentum.

Structural Heart & Aortic (SHA) net sales for the three and nine months ended January 23, 2026 increased 6 percent and 8 percent, respectively, as compared to the corresponding periods in the prior fiscal year.

The net sales increase was driven by Structural Heart and in Cardiac Surgery driven by growth in Penditure LAA exclusion system, Avalus Ultra surgical valve, and VitalFlow ECMO system.

Coronary & Peripheral Vascular (CPV) net sales for the three and nine months ended January 23, 2026 increased 9 percent and 5 percent, respectively, as compared to the corresponding periods in the prior fiscal year.

The net sales increase was driven by growth in the Symplicity Spyral renal denervation system, guide catheters and balloons, as well as growth in Peripheral Vascular Health from endoVenous.

The net sales increase was partially offset by declines in coronary stents.

Cardiovascular products include pacemakers, insertable cardiac monitors, cardiac resynchronization therapy devices, implantable cardioverter defibrillators, leads and delivery systems, products for the treatment of atrial fibrillation, information systems for the management of patients with Electrophysiology Therapy devices, products designed to reduce surgical site infections, coronary and peripheral stents and related delivery systems, balloons and related delivery systems, endovascular stent graft systems, heart valve

replacement technologies, cardiac tissue ablation systems, open heart and coronary bypass grafting surgical products, and renal denervation systems for the treatment of hypertension.

Cardiovascular also includes Care Management Services and Cath Lab Managed Services (CLMS) within the Electrophysiology Therapies division.

Cardiovascular's net sales for the three months ended July 31, 2026 were $3.9 billion, an increase of 20 percent, as compared to the corresponding period in the prior fiscal year, resulting from growth across most businesses.

The graphs below illustrate the percent of Cardiovascular net sales by division for the three months ended July 31, 2026 and July 25, 2025:

Electrophysiology Therapies (EPT) net sales for the three months ended July 31, 2026 increased 30 percent as compared to the corresponding period in the prior fiscal year.

The net sales increase was driven by Cardiac Ablation Solutions due to growth in the pulsed field ablation portfolio and Cardiac Rhythm Management due to growth in Cardiac Pacing Therapies and Defibrillation Solutions.

Interventional Cardiology Therapies (ICT) net sales for the three months ended July 31, 2026 increased 7 percent as compared to the corresponding period in the prior fiscal year.

The net sales increase was driven by TAVR, Symplicity Spyral renal denervation system, guide catheters and balloons.

CardioVascular Surgery (CVS) net sales for the three months ended July 31, 2026 increased 9 percent as compared to the corresponding period in the prior fiscal year.

The net sales increase was driven by Aortic and growth in Cardiac Surgery due to growth in Avalus Ultra surgical valve and VitalFlow ECMO system.

Peripheral Vascular Health (PVH) net sales for the three months ended July 31, 2026 increased 12 percent as compared to the corresponding period in the prior fiscal year.

The net sales increase was driven by growth in Peripheral Vascular and endoVenous.

In addition to the macroeconomic and geopolitical factors described in the Executive Level Overview, looking ahead, we expect Cardiovascular could be affected by the following:

• Continued global penetration of our Micra transcatheter pacing portfolio.

• Continued acceptance and growth of the 3830 lead.

• Global adoption and growth of Aurora EV-ICD.

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• Continued growth and utilization of the TYRX Envelope for implantable devices.

• Continued use and acceptance of Reveal LINQ and expansion of the LINQ II cardiac monitor.

• Continued acceptance, adoption, and growth of our innovative portfolio of products in the electrophysiology (EP) segment, including the PulseSelect pulsed field ablation system and the Affera mapping and ablation system with Sphere-9 catheter.

The Affera mapping and ablation system and Sphere-9 catheter received U.S.

FDA approval in late October 2024.

• Continued growth and market acceptance of Affera Sphere-360 pulsed field ablation single-shot catheter.

The catheter received CE Mark in January 2026.

• Market acceptance and growth of OmniaSecure defibrillation lead.

OmniaSecure received CE Mark in March 2026.

• Continued global penetration of our Micra transcatheter pacing portfolio.

• Continued global growth of Azure pacing system.

• Continued acceptance and growth of the SelectSecure 3830 lead.

• Continued growth and acceptance of Reveal LINQ and expansion of the LINQ II cardiac monitor.

• Continued acceptance, adoption, and growth of our innovative portfolio of products in the Electrophysiology Therapies division, including the PulseSelect pulsed field ablation system and the Affera mapping and ablation system with Sphere-9 catheter.

• Continued growth and market acceptance of the Affera Mapping and Ablation System, Sphere-9 catheter, and Sphere-360 pulsed field ablation single-shot catheter.

The Sphere-360 catheter received CE Mark in January 2026.

In August 2026, there was an expanded CE Mark indication for Affera Mapping and Ablation System and Sphere-9 catheter for treatment of ventricular arrhythmias.

• Continued acceptance and growth of the self-expanding CoreValve Evolut transcatheter aortic valve replacement (TAVR) platform.

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The Evolut FX+ TAVR system maintains the valve performance benefits of the legacy Evolut TAVR platform and is designed to facilitate coronary access.

The system was approved by the U.S.

FDA in March 2024 and received CE Mark in late October 2024.

• Continued acceptance and growth of the Onyx Frontier drug-eluting stent (DES) platform.

Onyx Frontier is a DES that introduces an enhanced delivery system and is used for complex percutaneous coronary intervention (PCI).

• Continued acceptance and growth of Prevail, Paclitaxel Coated PTCA Balloon Catheter.

• Strengthening our position in the Interventional Cardiology Therapies division as a result of the April 2026 acquisition of CathWorks Ltd.

The acquisition expands the ICT division by aiming to transform how coronary artery disease is diagnosed and treated.

• Market acceptance and reimbursement for the Symplicity Spyral renal denervation system, also known as the Symplicity blood pressure procedure, for the treatment of hypertension.

Centers for Medicare and Medicaid Services (CMS) finalized National Coverage Determination in October 2025.

• Continued acceptance and growth VitalFlow ECMO.

An accessory to VitalFlow EMCO system, VitalFlow Transport Frame Air and Ground, received CE Mark in May 2026.

• Market acceptance and growth of the Penditure LAA Exclusion System.

The system received CE Mark in October 2025.

• Continued acceptance and growth of the Onyx Frontier drug-eluting stent (DES) platform.

Onyx Frontier is a DES that introduces an enhanced delivery system and is used for complex percutaneous coronary intervention (PCI).

• Intention to exercise our option to acquire CathWorks, a privately held medical device company focused on advancing the diagnosis and treatment of coronary artery disease.

• Acceptance and growth of IN.PACT 018 drug-coated balloons (DCB).

IN.PACT 018 adds to the existing IN.PACT Admiral DCB portfolio and is used to treat femoropopliteal disease.

• Market launch of both Liberant mechanical thombectomy system and Omnia Secure, which are forecasted to deliver sustained future growth.

• Market acceptance and growth of the Neuroguard IEP Carotid stenting system.

• Our ability to meet growing demand for our existing products and to successfully develop, obtain regulatory approval of, and commercialize the products within our pipeline, including Affera Sphere-360 pulsed field ablation single-shot catheter.

• Continued market acceptance and growth of the Neuroguard IEP stenting system for carotid stenting procedures through our distribution agreement with Contego Medical.

• Continued market acceptance and growth of the Liberant mechanical thrombectomy system.

• Our ability to meet growing demand for our existing products and to successfully develop, obtain regulatory approval of, and commercialize the products within our pipeline.

Neuroscience's products include various spinal implants, bone graft substitutes, biologic products, image-guided surgery and intra-operative imaging systems, robotic guidance systems used in the robot-assisted spine procedures, and systems that incorporate advanced energy surgical instruments.

Neuroscience's products also focus on therapies to treat the diseases of the vasculature in and around the brain, including coils, neurovascular stents, and flow diversion products, as well as products to treat ear, nose, and throat (ENT), and the treatment of overactive bladder and urinary retention.

Neuroscience's products also focus on therapies to treat the diseases of the vasculature in and around the brain, including coils, neurovascular stents, and flow diversion products, as well as products to treat the ear, nose, and throat (ENT), and the treatment of overactive bladder and urinary retention.

Neuroscience also manufactures products related to implantable neurostimulation therapies and drug delivery systems for the treatment of chronic pain, movement disorders, and epilepsy.

Neuroscience’s net sales for the three and nine months ended January 23, 2026 were $2.6 billion and $7.5 billion, respectively, an increase of 4 percent for both periods, as compared to the corresponding periods in the prior fiscal year, resulting from growth in Cranial and Spinal Technologies, Neuromodulation, ENT, and the impacts of foreign currency fluctuations.

The graphs below illustrate the percent of Neuroscience net sales by division for the three months ended January 23, 2026 and January 24, 2025:

Cranial & Spinal Technologies (CST) net sales for the three and nine months ended January 23, 2026 increased 5 percent for both periods, as compared to the corresponding periods in the prior fiscal year.

Neuroscience’s net sales for the three months ended July 31, 2026 was $2.7 billion, an increase of 10 percent, as compared to the corresponding period in the prior fiscal year, resulting from growth across most businesses.

The graphs below illustrate the percent of Neuroscience net sales by division for the three months ended July 31, 2026 and July 25, 2025:

Cranial & Spinal Technologies (CST) net sales for the three months ended July 31, 2026 increased 13 percent as compared to the corresponding period in the prior fiscal year.

The net sales increase was driven by the continued adoption of the AiBLE ecosystem of spine implants and enabling technology with growth in Core Spine and Neurosurgery.

Specialty Therapies (Specialty) net sales for the three and nine months ended January 23, 2026 increased 2 percent and remained flat, respectively, as compared to the corresponding periods in the prior fiscal year.

The net sales increase was driven by growth in ENT, offset by Pelvic Health and the Pipeline Vantage recall for Neurovascular.

Neuromodulation (NM) net sales for the three and nine months ended January 23, 2026 increased 6 percent and 8 percent, respectively, as compared to the corresponding periods in the prior fiscal year.

The net sales increase was driven by the Inceptiv closed-loop spinal cord stimulator, the Percept RC deep brain neurostimulator, and Interventional.

Specialty Therapies (Specialty) net sales for the three months ended July 31, 2026 increased 10 percent as compared to the corresponding period in the prior fiscal year.

The net sales increase was driven by growth in the Altaviva implantable tibial neuromodulation system, ENT, and Neurovascular, primarily driven by the Scientia acquisition and Flow Diversion, partially offset by the Pipeline Vantage recall.

Neuromodulation (NM) net sales for the three months ended July 31, 2026 increased 5 percent as compared to the corresponding period in the prior fiscal year.

The net sales increase was driven by Pain Stim and the Percept RC neurostimulator with BrainSense technology.

In addition to the macroeconomic and geopolitical factors described in the Executive Level Overview, looking ahead we expect Neuroscience could be affected by the following:

• Continued adoption and growth of our integrated solutions through the AiBLE offering, which integrates spinal implants with enabling technologies (StealthStation, O-arm Imaging Systems, and Midas), Mazor robotics, and UNiD Adaptive Spine Intelligence AI-driven technology for surgical planning and personalized spinal implants.

The Stealth AXiS Surgical System was granted approval by the U.S.

FDA in February 2026, integrating established navigation workflows with a modular robotic architecture.

• Market acceptance and continued global adoption of innovative spine products and procedural solutions within our CST operating unit, such as Catalyft PL, ModuLeX, CD Horizon Voyager System, and our Infinity OCT System, as well as continued growth from Titan spine titanium interbody implants with Nanolock technology.

• Continued growth of commercially available Pipeline Embolization Devices, endovascular treatments for certain wide-necked brain aneurysms.

• Continued acceptance of the Solitaire X revascularization device for treatment of acute ischemic stroke and our React Catheter and Riptide aspiration system.

• Continued acceptance and growth of our Pelvic Health therapies, including our InterStim therapy with InterStim X and InterStim II recharge-free neurostimulators and InterStim Micro rechargeable neurostimulator for patients suffering from overactive bladder, (non-obtrusive) urinary retention, and chronic fecal incontinence.

The Altaviva implantable tibial neuromodulation system received U.S.

FDA approval in September 2025 for urge urinary incontinence.

• Continued acceptance and growth of our ENT therapies, including capital equipment sales of the StealthStation ENT surgical navigation system and intraoperative NIM nerve monitoring system, and the Propel sinus implants used in the treatment of chronic rhinosinusitis.

• Continued acceptance and growth from spinal cord stimulation (SCS) therapy for treating chronic pain and Diabetic Peripheral Neuropathy (DPN) on the Inceptiv closed-loop rechargeable neurostimulator, Intellis rechargeable neurostimulator and Vanta recharge-free neurostimulator.

The Inceptiv closed-loop rechargeable SCS received U.S.

FDA approval in April 2024.

• Continued acceptance and growth of our Percept family of deep brain stimulation (DBS) devices with proprietary BrainSense technology for objectifying and personalizing the treatment of Parkinson's Disease, epilepsy, and other movement disorders.

In August 2024, the U.S.

FDA approved Asleep DBS surgery for people with Parkinson's and people with essential tremor.

• Continued global adoption, growth, and market acceptance of integrated solutions through the AiBLE offering, which integrates spinal implants with enabling technologies (StealthStation, O-arm surgical imaging system, and Midas Rex), Mazor robotic guidance platform, and UNiD patient-specific rods with AI-driven technology for surgical planning and personalized spinal implants.

The Stealth AXiS surgical system received U.S.

FDA approval for spinal procedures in February 2026, followed by expanded approval for cranial and ENT applications in March 2026.

The system received CE mark approval for spinal and cranial procedures in April 2026, and for ENT procedures in June 2026.

The system incorporates navigation workflows with a modular robotic architecture.

• Market acceptance and continued global adoption of innovative spine products and procedural solutions within our CST operating unit, such as Catalyft PL & PL40, CD Horizon ModuLeX and Voyager Systems, and our Infinity OCT systems, as well as continued growth from Titan spine titanium interbody implants with Nanolock technology.

• Continued global growth of commercially available Pipeline Embolization Devices, endovascular treatments for certain wide-necked brain aneurysms.

• Continued global acceptance of the Solitaire X revascularization device for treatment of acute ischemic stroke and our React Catheter and Riptide aspiration system.

• Continued global acceptance and growth of our Pelvic Health therapies, including our InterStim therapy with InterStim X and InterStim II recharge-free neurostimulators and InterStim Micro rechargeable neurostimulator for patients suffering from overactive bladder, (non-obtrusive) urinary retention, and chronic fecal incontinence.

implantable tibial neuromodulation system received U.S.

FDA approval in September 2025 for urinary urge incontinence.

• Continued global adoption, growth, and market acceptance of our ENT therapies, including the intraoperative NIM Vital nerve monitoring system, the Propel sinus implants used in the treatment of chronic rhinosinusitis, and global capital equipment sales of the StealthStation ENT surgical navigation system and the U.S.

FDA approved Stealth AXiS Surgical System for ENT applications, which received approval in March 2026, followed by CE mark approval in June 2026.

• Continued global acceptance and growth from spinal cord stimulation (SCS) therapy for treating chronic pain and Diabetic Peripheral Neuropathy (DPN) on the Inceptiv closed-loop rechargeable neurostimulator, Intellis rechargeable neurostimulator and Vanta recharge-free neurostimulator.

• Continued global acceptance and growth of our Percept family of deep brain stimulation (DBS) devices with proprietary BrainSense technology for objectifying and personalizing the treatment of Parkinson's Disease, epilepsy, and other movement disorders.

BrainSense Adaptive DBS and BrainSense Electrode Identifier received CE Mark in January 2025 and U.S.

FDA approval in February 2025.

• Market acceptance and growth of the Neuroguard IEP Carotid stenting system.

• Our ability to meet growing demand for our existing products and to successfully develop, obtain regulatory approval of, and commercialize the products within our pipeline, which include the hemorrhagic stroke intravascular device, our next-generation spine enabling technologies, and the implantable tibial bladder control stimulator.

• Continued market acceptance and growth of the Neuroguard IEP stenting system for carotid stenting procedures through our distribution agreement with Contego Medical.

• Strengthening our Specialty Therapies division as a result of the June 2026 acquisition of Scientia Vascular.

The acquisition expands the Specialty Therapies division by treating complex neurovascular conditions.

Additionally, strengthening our Neuromodulation division through the SPR Therapeutics July 2026 acquisition.

The acquisition aids temporary peripheral nerve stimulation (PNS) technology, enabling earlier intervention for chronic pain sufferers.

• Our ability to meet growing demand for our existing products and to successfully develop, obtain regulatory approval of, and commercialize the products within our pipeline, which include the hemorrhagic stroke device, our next-generation spine enabling technologies, and the implantable tibial bladder control stimulator.

Medical Surgical

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The products include those for advanced and general surgical products, surgical stapling devices, vessel sealing instruments, wound closure, electrosurgery products, hernia mechanical devices, mesh implants, advanced ablation, interventional lung, airway products, and sensors and monitors for pulse oximetry, capnography, level of consciousness and cerebral oximetry.

Medical Surgical's net sales for the three and nine months ended January 23, 2026 were $2.2 billion and $6.4 billion, respectively, an increase of 5 percent and 4 percent, respectively, as compared to the corresponding periods in the prior fiscal year, resulting from growth across most businesses and the impacts of foreign currency fluctuations.

The graphs below illustrate the percent of Medical Surgical net sales by division for the three months ended January 23, 2026 and January 24, 2025:

Surgical & Endoscopy (SE) net sales for the three and nine months ended January 23, 2026 increased 4 percent and 3 percent, respectively as compared to the corresponding periods in the prior fiscal year.

The net sales increase for both periods was primarily due to growth in Surgical, with strength in LigaSure vessel sealing technology, ProGrip self-gripping polyester mesh, Wound Management, Electrosurgery, and Surgical Robotics.

The growth in Surgical was partially off by Advanced Stapling due to pressures on the U.S.

bariatric segment and continued shifts to robotic surgery.

The net sales increase was also driven by growth in Endoscopy driven by Nexpowder endoscopic hemostasis system and Endoflip 300 system.

Acute Care & Monitoring (ACM) net sales for the three and nine months ended January 23, 2026 increased 9 percent and 6 percent, respectively, as compared to the corresponding periods in the prior fiscal year.

The net sales increase for both periods was primarily due to growth in Nellcor pulse oximetry and McGRATH MAC video laryngoscope.

Medical Surgical's net sales for the three months ended July 31, 2026 was $2.3 billion, an increase of 10 percent as compared to the corresponding period in the prior fiscal year, resulting from growth across most businesses.

The graphs below illustrate the percent of Medical Surgical net sales by division for the three months ended July 31, 2026 and July 25, 2025:

Surgical & Endoscopy (SE) net sales for the three months ended July 31, 2026 increased 9 percent as compared to the corresponding period in the prior fiscal year.

The net sales increase was primarily due to growth in Surgical, with strength in LigaSure vessel sealing technology, V-Loc barbed sutures, ProGrip self-gripping polyester mesh, Hugo robotic assisted surgery (RAS) system, and Endoscopy.

Acute Care & Monitoring (ACM) net sales for the three months ended July 31, 2026 increased 14 percent as compared to the corresponding period in the prior fiscal year.

The net sales increase was primarily due to growth in Nellcor pulse oximetry and McGRATH MAC video laryngoscope, and Microstream Capnography.

In addition to the macroeconomic and geopolitical factors described in the Executive Level Overview, looking ahead we expect Medical Surgical could be affected by the following:

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Our expanded and strengthened surgical offerings complement our global gynecology business.

• Global adoption of robotic-assisted surgery and the safe and effective use of the Hugo robotic assisted surgery (RAS) system, including system reliability and acceptability, for urologic, bariatric, gynecologic, hernia, and general surgery procedures.

This includes continued integration and adoption of Touch Surgery Enterprise with the first artificial intelligence powered surgical videos and analytics platform to make it easier to analyze performance, train, and discover new techniques within the robotics platform.

• Global adoption of robotic-assisted surgery and the safe and effective use of the Hugo RAS system, including system reliability and acceptability, for urologic, bariatric, gynecologic, hernia, and general surgery procedures.

This includes continued integration and adoption of Touch Surgery Enterprise with the first artificial intelligence (AI) powered surgical videos and analytics platform to make it easier to analyze performance, train, and discover new techniques within the robotics platform.

The Hugo RAS system is designed to help reduce unwanted variability, improve patient outcomes, and, by extension, lower per procedure cost.

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FDA clearance for use in urologic surgical procedures in December 2025.

• Our ability to meet growing demand for our existing products and to successfully develop, obtain regulatory approval of, and commercialize the products within our pipeline, which include our Hugo RAS system in the U.S., the adoption of AI in Endoscopy and Digital Surgical Technologies, Signia powered stapling devices, and our next-gen Ligasure and Sonicision vessel sealing devices.

• Our ability to meet growing demand for our existing products and to successfully develop, obtain regulatory approval of, and commercialize the products within our pipeline, which includes future indications and instrument expansions for our Hugo RAS system in the U.S.

and the adoption of AI in Endoscopy and Digital Surgical Technologies.

Diabetes' products include insulin pumps, continuous glucose monitoring (CGM) systems, and consumables.

Diabetes' net sales for the three and nine months ended January 23, 2026 were $796 million and $2.3 billion, respectively, an increase of 15 percent and 12 percent, respectively, as compared to the corresponding periods in the prior fiscal year.

The net sales increase for both periods was primarily driven by strong international growth due to the continued adoption of the MiniMed 780G AID system, including the Simplera Sync and Guardian 4 CGM sensors and Extended Infusion Sets, and the impacts of foreign currency fluctuations.

The net sales increase for the three months ended January 23, 2026, was also driven by growth in the U.S.

due to adoption of the Simplera Sync and Abbott Instinct sensors.

In addition to the macroeconomic and geopolitical factors described in the Executive Level Overview, looking ahead we expect Diabetes could be affected by the following:

• The pending separation of the Diabetes business from the Company.

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

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

• Continued acceptance and growth for the MiniMed 780G insulin pump system, available with Simplera Sync, Guardian 4 CGM sensor, and the Abbott Instinct sensor, which received U.S.

FDA approval for use with the SmartGuard dosing algorithm in September 2025.

The MiniMed 780G insulin pump system received FDA approval for use in adults 18+ with insulin-requiring type 2 diabetes and CE Mark for expanded indications for use by children as young as two, during pregnancy, as well as type 2 insulin-requiring diabetes in 2025.

• Market acceptance and growth of our sensor Simplera, which received U.S FDA approval in August 2024 and CE Mark in September 2023.

• Continued acceptance and growth of the Guardian Connect CGM system, which displays glucose information directly to a smartphone to provide patients access to their glucose levels seamlessly and discretely.

The Guardian Connect CGM system is available on both Apple iOS and Android devices.

• Market acceptance and growth of our InPen smart pen system, which allows users to have their Medtronic CGM readings in real-time alongside insulin dose information, all in one view.

In January 2026, the MiniMed Go app received U.S.

FDA clearance for individuals with insulin-requiring type 1 and type 2 diabetes aged 7 years and older, as well as for children ages 2 to 6 years under the supervision of an adult caregiver.

The MiniMed Go Smart Multiple Daily Injection (MDI) system integrates InPen with the Abbott Instinct and Simplera sensors, connected through the MiniMed Go app, to deliver real-time, personalized insights and actionable guidance.

• Continued pump, CGM, and consumable competition in an expanding global market.

• Changes in medical reimbursement policies and programs, along with additional payor coverage on insulin pumps.

• Our ability to meet growing demand for our existing products and to successfully develop, obtain regulatory approval, manufacture and commercialize the products within our pipeline, including our partnership with Abbott to expand CGM options for people living with diabetes, our next generation insulin delivery options, as well as expanded labeling in Type 2 diabetes, and fast acting insulins.

Diabetes' net sales for the three months ended July 31, 2026 was $843 million, an increase of 17% as compared to the corresponding period in the prior fiscal year.

The net sales increase was primarily driven by growth in the U.S.

due to the commercial launch of MiniMed Flex with Simplera Sync and continued international growth due to the continued adoption of the MiniMed 780G AID system, including the Simplera Sync and Instinct sensors.

Refer to the Executive Level Overview for other factors that could impact the Diabetes Business.

COSTS AND EXPENSES

The following is a summary of cost of products sold, research and development, and selling, general, and administrative expenses as a percent of net sales for the three and nine months ended January 23, 2026 and January 24, 2025:

Cost of Products Sold Cost of products sold for the three and nine months ended January 23, 2026 was $3.3 billion and $9.3 billion, respectively, as compared to $2.8 billion and $8.5 billion, respectively, for the corresponding periods in the prior fiscal year.

The increase in cost of products sold as a percentage of net sales for the three and nine months ended January 23, 2026 was primarily due to approximately $90 million and $110 million, respectively, of increased duties from tariffs on imported goods, $84 million of asset write offs, and unfavorable currency impact on costs of products sold.

The increase in costs of products sold as a percentage of net sales was partially offset by impacts to net sales with favorable currency impact in addition to changes in the Italian payback accruals impacting net sales for the nine months ended January 23, 2026 and January 24, 2025.

For additional information about the asset write offs, refer to Note 5 in the consolidated financial statements.

The following is a summary of cost of products sold, research and development, and selling, general, and administrative expenses as a percent of net sales for the three months ended July 31, 2026 and July 25, 2025:

Cost of Products Sold Cost of products sold for the three months ended July 31, 2026 was $3.4 billion as compared to $3.0 billion for the corresponding period in the prior fiscal year.

Cost of products sold as a percentage of net sales for the three months ended July 31, 2026 was flat as compared to the corresponding period in the prior fiscal year, which was primarily driven by favorable pricing and cost-down initiatives, partially offset by unfavorable mixes.

The year-over-year impact of tariffs did not have a material impact when including the benefit of refunds.

Research and Development Expense We remain committed to deliver the best possible experiences for patients, physicians, and caregivers we serve;

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and to expand healthcare access and deliver positive outcomes.

Research and development expense for the three and nine months ended January 23, 2026 was $722 million and $2.2 billion, respectively, as compared to $675 million and $2.0 billion, respectively, for the corresponding periods in the prior fiscal year.

Research and development expense for the three months ended July 31, 2026 was $771 million as compared to $726 million for the corresponding period in the prior fiscal year.

Selling, General, and Administrative Expense Our goal is to continue to leverage selling, general, and administrative expense management initiatives.

Selling, general, and administrative expense primarily consists of salaries and wages, other administrative costs, such as professional fees and marketing expenses, and certain acquisition and divestiture-related costs.

Selling, general, and administrative expense for the three and nine months ended January 23, 2026 was $3.0 billion and $8.7 billion, respectively, as compared to $2.7 billion and $8.1 billion, respectively, for the corresponding periods in the prior fiscal year.

The increase in selling, general, and administrative expense was primarily due to increased selling expenses in line with sales growth, new product launches and related commercialization activities, increased incentive performance in the current year, and increased expenses to support the impending separation of the Diabetes Operating Unit.

Selling, general, and administrative expense for the three months ended July 31, 2026 was $3.2 billion as compared to $2.8 billion for the corresponding period in the prior fiscal year.

The increase in selling, general, and administrative expense was primarily due to increased selling expenses in line with sales growth and new product launches and related commercialization activities.

The following is a summary of other costs and expenses (income):

Three months ended Nine months ended

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

Three months ended

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

Amortization of intangible assets $ 412 $ 459

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Other operating expense (income), net 123 70

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

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

Interest expense, net 186 176

Amortization of Intangible Assets Amortization of intangible assets includes the amortization expense of our definite-lived intangible assets, consisting of customer relationships, purchased technology and patents, trademarks, tradenames, and other intangible assets.

For the three and nine months ended January 23, 2026, the Company recognized $30 million and $121 million, respectively, of accelerated amortization on certain intangible assets within the Cardiovascular Segment.

Restructuring Charges, Net For the three and nine months ended January 23, 2026 and January 24, 2025, restructuring costs primarily consist of employee termination benefits, facility related and contract termination costs, and asset write-offs.

For additional information about our restructuring activities, refer to Note 5 in the consolidated financial statements.

Certain Litigation Charges, Net We classify specified certain litigation charges and gains related to significant legal matters as certain litigation charges, net in the consolidated statements of income.

For additional information, refer to Note 16 in the consolidated financial statements.

Other Operating Expense (Income), Net Other operating expense (income), net primarily includes expenses associated with royalties paid for the in-license of intellectual property from third parties, currency remeasurement and derivative gains and losses, changes in the fair value of contingent consideration, certain acquisition and divestiture-related items, and income from funded research and development arrangements.

For the three and nine months ended January 23, 2026, the change in other operating expense (income), net was largely driven by the net impact of currency remeasurement and our hedging programs resulting in a net loss of $41 million and $173 million, respectively, as compared to a net gain of $12 million and a net loss of $32 million, respectively, in the corresponding periods in the prior fiscal year.

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

Interest income for the three and nine months ended January 23, 2026 was $102 million and $310 million, respectively, as compared to $114 million and $364 million, respectively, for the corresponding periods in the prior fiscal year.

The decrease in interest income was primarily driven by changes in our global liquidity structures.

For the three and nine months ended January 23, 2026, net losses on minority investments were $8 million and $145 million, respectively, as compared to $68 million and $41 million, respectively, for the corresponding periods in the prior fiscal year.

The decrease in amortization expense for the three months ended July 31, 2026 is primarily driven by $45 million of accelerated amortization on certain intangible assets within the Cardiovascular Portfolio recognized in the prior year.

Restructuring Charges, Net For the three months ended July 31, 2026 and July 25, 2025, restructuring costs primarily consist of employee termination benefits, facility related and contract termination costs, and asset write-offs.

For additional information about our restructuring activities, refer to Note 5 to the condensed consolidated financial statements.

Certain Litigation Charges, Net We classify specified certain litigation charges and gains related to significant legal matters as certain litigation charges, net in the condensed consolidated statements of income.

For additional information, refer to Note 16 to the condensed consolidated financial statements.

Other Operating Expense (Income), Net Other operating expense (income), net primarily includes expenses associated with royalties paid for the in-license of intellectual property from third parties, currency remeasurement and derivative gains and losses, changes in the fair value of contingent consideration, certain acquisition and divestiture-related items, and expenses and income associated with funded research and development arrangements.

For the three months ended July 31, 2026, the change in other operating expense (income), net was largely driven by a reduction in income relating to our research and development funding arrangements, partially offset by the net impact of currency remeasurement and our hedging programs resulting in a net loss of $48 million as compared to a net loss of $62 million for the corresponding period in the prior fiscal year.

For additional information on the research and development funding arrangements, refer to Note 4 to our condensed consolidated financial statements.

For additional information on the derivative gains and losses, refer to Note 8 to our condensed consolidated financial statements.

Other Non-Operating Expense (Income), Net Other non-operating expense (income), net includes the non-service component of net periodic pension and postretirement benefit cost, investment gains and losses, and interest income, which includes income on marketable debt securities, our global liquidity structures, and equity and other investments.

The increase in other non-operating expense (income), net was primarily driven by net gains on minority investments of $64 million as compared to net losses of $113 million for the corresponding period in the prior fiscal year, partially offset by a decrease of $17 million of interest income.

Interest Expense, Net Interest expense, net includes interest incurred on our outstanding borrowings, global liquidity structures, amortization of debt issuance costs and debt premiums or discounts, and amortization of amounts excluded from the effectiveness assessment of certain net investment and fair value hedges.

For the three months ended January 23, 2026, the change in interest expense, net was not material.

For the nine months ended January 23, 2026, the decrease in interest expense, net was primarily driven by changes in our global liquidity structure partially offset by increased expense associated with higher coupon rates on the senior notes issued in the second quarter of fiscal year 2026.

Three months ended Nine months ended

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

For the three months ended July 31, 2026, the increase in interest expense, net was not material.

Three months ended

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

Income tax provision $ 289 $ 255

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Difference between the effective tax rate and non-GAAP nominal tax rate 0.8 % (1.8) %

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.

Our non-GAAP nominal tax rate for the three months ended July 31, 2026 was 17.2%, as compared to 17.8% for the three months ended July 25, 2025, respectively.

The decrease in our non-GAAP nominal tax rate for the three months ended July 31, 2026 primarily relates to year-over-year changes in operational results by jurisdiction.

An increase in our non-GAAP nominal tax rate of 1 percent would result in an additional income tax provision for the three months ended July 31, 2026 of approximately $23 million.

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.

The impact for the three and nine months ended January 23, 2026 was not material, and impacts to fiscal year 2026 and beyond are not expected to be material.

The impact for both the three months ended July 31, 2026 and July 25, 2025 was not material, nor does the Company expect the provisions of the Act to materially impact the remainder of fiscal year 2027 or beyond.

The Organization for Economic Co-operation and Development (OECD) published Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15% in each jurisdiction in which the group operates.

The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax.

A number of countries, including Ireland, have enacted legislation to implement the core elements of Pillar Two, which were effective for the Company in fiscal year 2025.

Our 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.

Our Non-GAAP Nominal Tax Rate for the three and nine months ended January 23, 2026 was 17.3% and 17.2%, respectively, as compared to 15.7% and 17.0% for the three and nine months ended January 24, 2025, respectively.

The increase in our Non-GAAP Nominal Tax Rate for the three months ended January 23, 2026 was primarily due to an increase in the Pillar Two global minimum tax impact and year-over-year changes in operational results.

In addition to the items discussed in the current quarter, the increase in our Non-GAAP Nominal Tax Rate for the nine months ended January 23, 2026 was partially offset by a tax benefit recognized during the period related to a change in estimate of accrued interest on uncertain tax positions.

An increase in our Non-GAAP Nominal Tax Rate of 1 percent would result in an additional income tax provision for the three and nine months ended January 23, 2026 of approximately $21 million and $62 million, respectively.

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.

LIQUIDITY AND CAPITAL RESOURCES

We are currently in a strong financial position, and we believe our balance sheet and liquidity as of January 23, 2026, provide us with flexibility, and our cash, cash equivalents, and current investments, along with our credit facility and related commercial paper programs will satisfy our foreseeable operating needs.

We are currently in a strong financial position, and we believe our balance sheet and liquidity as of July 31, 2026, provide us with flexibility.

We believe our cash, cash equivalents, and current investments, with our credit facility and related commercial paper programs, will satisfy our foreseeable operating needs.

Our liquidity and capital structures are evaluated regularly within the context of our annual operating and strategic planning processes.

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The following is a summary of cash provided by (used in) operating, investing, and financing activities, the effect of exchange rate changes on cash and cash equivalents, and the net change in cash and cash equivalents:

Nine months ended

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

Three months ended

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

Cash provided by (used in):

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Net change in cash and cash equivalents $ (258) $ (945)

Operating Activities During the nine months ended January 23, 2026, there was a $241 million increase in net cash provided, as compared to the corresponding period in the prior fiscal year, primarily driven by an increase in cash collected from customers due to an increase in sales, partially offset by an increase in cash paid to suppliers, cash paid for taxes, and certain litigation payments.

Investing Activities During the nine months ended January 23, 2026, there was a $570 million increase in cash used, as compared to the corresponding period in the prior fiscal year, primarily attributable to an increase in net purchases of investments of $753 million, partially offset by a decrease in acquisitions of $98 million.

Financing Activities There was a $845 million increase in net cash used during the nine months ended January 23, 2026, as compared to the corresponding period in the prior fiscal year.

During the nine months ended January 23, 2026, the Company issued two tranches of Euro-denominated Senior Notes with an aggregate principal of €1.5 billion, or $1.7 billion.

The Company used the net proceeds to repay in full €1.5 billion, or $1.8 billion, of Senior Notes.

Further, in July 2025, the Company repaid at maturity €1.0 billion, or $1.2 billion, of Senior Notes.

During the nine months ended October 25, 2024, the Company issued four tranches of Euro-denominated Senior Notes with an aggregate principal of €3.0 billion, or $3.2 billion, partially offset by net share repurchases of $2.6 billion.

The above changes were partially offset by an increase in short-term borrowings of $173 million as compared to a decrease of $1.1 billion in the prior year.

For more information on commercial paper and Senior Notes issued and repaid, refer to the Debt and Capital section below.

Operating Activities During the three months ended July 31, 2026, there was an increase of $705 million in net cash provided by operating activities as compared to the corresponding period in the prior fiscal year.

The increase was primarily driven by an increase in cash collected from customers due to an increase in sales and decrease in cash paid for taxes and certain litigation payments, partially offset by an increase in cash paid to suppliers and other vendors.

Investing Activities During the three months ended July 31, 2026, there was an increase of $900 million in cash used in investing activities as compared to the corresponding period in the prior fiscal year.

The increase was primarily driven by an increase in acquisitions of $1.2 billion, partially offset by net sales of investments of $109 million.

The remaining change primarily relates to derivatives activity.

Financing Activities During the three months ended July 31, 2026, there was a decrease of $1.0 billion in net cash used in financing activities as compared to the corresponding period in the prior fiscal year.

The decrease was driven by a $1.3 billion change in debt year-over-year, with $812 million of cash inflows in fiscal year 2027 as compared to cash outflows of $513 million in fiscal year 2026.

During the three months ended July 31, 2026, the Company had an increase of short-term borrowings of $812 million as compared to $649 million increase during the three months ended July 25, 2025.

During the three months ended July 25, 2025, the Company also repaid at maturity €1.0 billion of Medtronic Luxco Senior Notes for $1.2 billion total consideration.

Partially offsetting the decrease in net cash used was an increase of $219 million in net share repurchases for the three months ended July 31, 2026.

The remaining change primarily relates to derivative activity.

For additional information on financing arrangements, refer to Note 7 to the condensed consolidated financial statements.

Debt and Capital

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From time to time, we may repurchase our outstanding debt obligations in the open market or through privately negotiated transactions.

Total debt at January 23, 2026 was $28.1 billion as compared to $28.5 billion at April 25, 2025.

The decrease in total debt was primarily driven by repayments of Euro-denominated debt, net of issuances, as discussed below, partially offset by the impact of foreign exchange rates on our foreign currency denominated debt.

In September 2025, Medtronic, Inc.

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

The Company used the net proceeds to repay at maturity €500 million of Medtronic Luxco’s 2.625% Senior Notes for $587 million in September 2025 and €1.0 billion of Medtronic Luxco's 0.000% Senior Notes for $1.2 billion in October 2025.

Further, in July 2025, the Company repaid at maturity €1.0 billion, or $1.2 billion, of Senior Notes.

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.

Total debt at July 31, 2026 was $28.2 billion as compared to $28.0 billion at April 24, 2026.

The increase in total debt was primarily driven by the increase in short-term borrowings, partially offset by the impact of foreign exchange rates on our foreign currency denominated debt.

We repurchase our ordinary shares on occasion as part of our focus on returning value to our shareholders.

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There is no specific time period associated with these repurchase authorizations.

During the nine months ended January 23, 2026, the Company repurchased a total of 6 million shares under this program at an average price of $91.58.

At January 23, 2026, we had approximately $1.6 billion remaining under the share repurchase program authorized by our Board of Directors.

For more information on credit arrangements, refer to Note 7 in the consolidated financial statements and Note 6 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 25, 2025.

Our liquidity sources at January 23, 2026 included $1.1 billion of cash and cash equivalents and $7.2 billion of current investments.

During the three months ended July 31, 2026, the Company repurchased a total of 3 million shares under this program at an average price of $81.56.

At July 31, 2026, we had approximately $1.0 billion remaining under the share repurchase program authorized by our Board of Directors.

For more information on credit arrangements, refer to Note 7 to the condensed consolidated financial statements and Note 6 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 24, 2026.

Our liquidity sources at July 31, 2026 included $1.7 billion of cash and cash equivalents and $7.1 billion of current investments.

Additionally, we maintain commercial paper programs and a Credit Facility.

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government and agency securities, corporate debt securities, mortgage-backed securities, and other asset-backed securities.

Refer to Note 6 in the consolidated financial statements for additional information regarding fair value measurements.

Refer to Note 6 to the condensed consolidated financial statements for additional information regarding fair value measurements.

We maintain multicurrency commercial paper programs for short-term financing, which allow us to issue unsecured commercial paper notes on a private placement basis up to a maximum aggregate amount outstanding at any time of $3.5 billion.

At January 23, 2026 and April 25, 2025, we had $140 million and no commercial paper outstanding, respectively.

At July 31, 2026 and April 24, 2026, we had $450 million and no commercial paper outstanding, respectively.

The issuance of commercial paper reduces the amount of credit available under our existing line of credit, as explained below.

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The Credit Facility provides us with the ability to increase our borrowing capacity by an additional $1.0 billion at any time during the term of the agreement.

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 of our Credit Facility are determined by a pricing matrix based on our long-term debt ratings assigned by Standard & Poor's Ratings Services (S&P) and Moody's Investors Service (Moody’s).

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Agency Rating (1)

January 23, 2026 April 25, 2025

July 31, 2026 April 24, 2026

Standard & Poor's Ratings Services

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A security rating is not a recommendation to buy, sell or hold securities, and may be subject to revision or withdrawal at any time by the rating agency, and each rating should be evaluated independently of any other rating.

S&P and Moody's long-term debt ratings and short-term debt ratings at January 23, 2026 were unchanged as compared to the ratings at April 25, 2025.

S&P and Moody's long-term debt ratings and short-term debt ratings at July 31, 2026 were unchanged as compared to the ratings at April 24, 2026.

We do not expect the S&P and Moody's ratings to have a significant impact on our liquidity or future flexibility to access additional liquidity given our balance sheet, Credit Facility, and related commercial paper programs.

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We believe our off-balance sheet arrangements do not have a material current or anticipated future effect on our consolidated earnings, financial position, and/or cash flows.

Refer to the Debt and Capital section above for changes in debt obligations during the first three quarters of fiscal year 2026.

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

Refer to the Debt and Capital section above for changes in debt obligations, Note 16 for updates to guarantees and other commitments and contingencies, and Note 4 for updates to research and development funding arrangement obligations.

There have been no other material changes to our long-term contractual obligations as reported in our most recent Annual Report filed on Form 10-K for the fiscal year ended April 24, 2026.

ACQUISITIONS AND DISPOSITIONS

Information regarding acquisitions and disposition activity is included in Note 4 in the current period's consolidated financial statements.

Information regarding acquisitions and disposition activity is included in Note 4 to the condensed consolidated financial statements.

MiniMed Separation

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.

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

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

Scientia Vascular Acquisition

On June 12, 2026, the Company closed on the acquisition of all outstanding shares of Scientia Vascular (Scientia) (a privately held company), for $681 million of total consideration transferred, including $123 million of contingent consideration.

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

SPR Therapeutics, Inc.

On July 16, 2026, the Company closed on the acquisition of all outstanding equity of SPR Therapeutics, Inc., a privately held medical technology company, for $654 million of total consideration transferred.

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

CRITICAL ACCOUNTING ESTIMATES

We have used various accounting policies to prepare the consolidated financial statements in accordance with U.S.

We have used various accounting policies to prepare the condensed consolidated financial statements in accordance with U.S.

Our significant accounting policies are disclosed in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 24, 2026.

The preparation of the consolidated financial statements, in conformity with U.S.

The preparation of the condensed consolidated financial statements, in conformity with U.S.

GAAP, requires us to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses.

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The fair value of the reporting unit’s goodwill is sensitive to differences between estimated and actual cash flows, including changes in the projected revenue, projected earnings, and discount rate used to evaluate the fair value of the reporting unit.

As part of our annual impairment analysis in the third quarter, we completed a quantitative impairment analysis of all of our reporting units to determine if their fair value was less than their carrying amount.

As part of our annual impairment analysis in the third quarter of fiscal year 2026, we completed a quantitative impairment analysis of all of our reporting units to determine if their fair value was less than their carrying amount.

Based on the quantitative test, the Medical Surgical reporting unit had an estimated fair value that exceeded its carrying value, including goodwill, by approximately 12%.

As of January 23, 2026, $19.8 billion of goodwill was allocated to the Medical Surgical reporting unit.

As of July 31, 2026,

$19.7 billion of goodwill was allocated to the Medical Surgical reporting unit.

The remaining reporting units' fair values materially exceeded their carrying values.

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NEW ACCOUNTING PRONOUNCEMENTS

Information regarding new accounting pronouncements is included in Note 2 in the current period's consolidated financial statements.

Information regarding new accounting pronouncements is included in Note 2 to the condensed consolidated financial statements.

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

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(CIFSA Subsidiary Guarantors)

The following tables present summarized financial information for the nine months ended January 23, 2026 and summarized balance sheet information at January 23, 2026 and April 25, 2025 for the obligor groups of Medtronic and Medtronic Luxco Senior Notes, and CIFSA Senior Notes.

The following tables present summarized financial information for the three months ended July 31, 2026 and summarized balance sheet information at July 31, 2026 and April 24, 2026 for the obligor groups of Medtronic and Medtronic Luxco Senior Notes, and CIFSA Senior Notes.

The obligor group consists of the parent company guarantor, subsidiary issuer, and subsidiary guarantors for the applicable senior notes.

The summarized financial information is presented after elimination of (i) intercompany transactions and balances among the guarantors and issuers and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor or issuer.

The summarized results of operations information for the nine months ended January 23, 2026 was as follows:

The summarized results of operations information for the three months ended July 31, 2026 was as follows:

(in millions) Medtronic & Medtronic Luxco Senior Notes (1)

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Net loss attributable to Medtronic (188) (132)

The summarized balance sheet information at January 23, 2026 was as follows:

The summarized balance sheet information at July 31, 2026 was as follows:

(in millions) Medtronic & Medtronic Luxco Senior Notes (1)

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Total current liabilities (5)

26,263 16,216

Total noncurrent liabilities (6)

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, and other written reports of Medtronic plc, organized under the laws of Ireland (together with its consolidated subsidiaries, Medtronic, the Company, or we, us, or our), and oral statements made by or with the approval of one of the Company’s executive officers from time to time, may include “forward-looking” statements.

This Quarterly Report on Form 10-Q, and other written reports of Medtronic plc, organized under the laws of Ireland (together with its consolidated subsidiaries, Medtronic, the Company, or we, us, or our), and oral statements made by or on behalf of the Company from time to time, may include “forward-looking” statements.

In some cases, such statements may be identified by the use of terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “plan,” “possible,” “potential,” “project,” “should,” “will,” and similar words or expressions.

All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans, objectives of management for future operations and current expectations or forecasts of future results, are forward-looking statements.

These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

Our forward-looking statements may include statements related to:

Our forward-looking statements, including those in this Quarterly Report, may include statements related to:

our growth and growth strategies;

developments in the markets for our products, therapies and services;

financial results;

product development launches and effectiveness;

research and development strategy;

our ability to drive long-term shareholder value;

developments in the markets for our products, therapies and services and continued or future acceptance of such products, therapies and services;

financial results and financial condition;

product development, launches, and performance;

integration of new technologies, such as artificial intelligence (AI) and data analytics;

research and development strategy and the expected timing of research studies;

United States (U.S.) Food and Drug Administration (U.S.

FDA) and non-U.S.

regulatory approvals;

competitive strengths;

the potential or anticipated direct or indirect impact of public health crises, geopolitical conflicts, or changing governmental executive actions and regulations (including relating to global trade policies, enforcement priorities and compliance requirements), on our business, results of operations and/or financial condition;

competitive strengths and market positioning, including changes in market share and demand;

the potential or anticipated direct or indirect impact of public health crises, geopolitical conflicts, general economic conditions, or changing governmental executive actions and regulations (including relating to global trade policies, tariffs, enforcement priorities and compliance requirements) on our business, results of operations and/or financial condition;

restructuring and cost-saving initiatives;

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governmental proceedings and investigations;

mergers, acquisitions, and divestitures;

market acceptance of our products, therapies and services;

mergers, acquisitions, and divestitures, including integration and separation activities;

accounting estimates;

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working capital adequacy;

accounts receivable exposure;

the value of our investments;

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our expected returns to shareholders;

human capital management;

reimbursement, pricing pressures, and changes in standards of care;

and sales efforts.

Forward-looking statements in this Quarterly Report include, but are not limited to, statements regarding:

our ability to drive long-term shareholder value;

development and future launches of products and continued or future acceptance of products, therapies and services in our segments;

expected timing for completion of research studies relating to our products;

integration of new technologies, including artificial intelligence (AI) and data analytics, into our products, therapies and services;

market positioning and performance of our products, including stabilization of certain product markets;

divestitures and the potential benefits thereof;

the costs and benefits of integrating previous acquisitions;

anticipated timing for United States (U.S.) Food and Drug Administration (U.S.

FDA) and non-U.S.

regulatory approval of new products;

increased presence in new markets, including markets outside the U.S.;

changes in the market and our market share;

our ability to meet growing demand for our existing products;

acquisitions and investment initiatives, including the timing of regulatory approvals as well as integration of acquired companies into our operations;

the resolution of tax matters;

the effectiveness of our development activities in reducing patient care costs and hospital stay lengths;

our approach towards cost containment;

our expectations regarding the potential impact of changing governmental executive actions and regulations (including relating to global trade policies, enforcement priorities, and compliance requirements), on our business;

our expectations regarding healthcare costs, including potential changes to reimbursement policies and pricing pressures;

our expectations regarding changes to patient standards of care;

our ability to identify and maintain successful business partnerships;

the elimination of certain positions or costs related to restructuring initiatives;

outcomes in our litigation matters and governmental proceedings and investigations;

general economic conditions;

the adequacy of available working capital and our working capital needs;

our payment of dividends and redemption of shares;

the continued strength of our balance sheet and liquidity;

our accounts receivable exposure;

our human capital management with respect to our global workforce;

and the potential impact of our compliance with governmental regulations and accounting guidance.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, results of operations, financial condition, and/or cash flows.

These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described in the “Risk Factors” section and elsewhere in our Annual Report on Form 10-K.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events.

One must carefully consider forward-looking statements and understand that such forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, and involve a variety of risks and uncertainties, known and unknown, including, among others, those discussed in the sections entitled “Government Regulation” within “Item 1.

Business” and “Item 1A.

Because forward-looking statements are inherently subject to risks and uncertainties, known and unknown, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events.

Risks and uncertainties include those discussed in the section entitled “Government Regulation” within “Item 1.

Business” and those discussed in “Item 1A.

Risk Factors” in our Annual Report on Form 10-K, as well as those related to:

• competition in the medical device industry,

• delays in regulatory approvals,

• reduction or interruption in our supply,

• rapid technological change,

• regulatory approval delays or denials,

• reduction or interruption in our supply chain or manufacturing operations,

• failure to complete or achieve the intended benefits of acquisitions or divestitures,

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• laws and governmental regulations,

• litigation results,

• litigation, claims, and investigations,

• intellectual property protection and enforcement,

• quality problems,

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• public health crises,

• cybersecurity and privacy incidents,

• cybersecurity and data privacy incidents,

• international operations, including the impact of armed conflicts,

• self-insurance,

• commercial insurance,

• changes in applicable tax rates,

• positions taken by taxing authorities,

• decreasing selling prices and pricing pressure,

• insurance coverage and self-insurance adequacy,

• tax law changes and tax disputes,

• pricing pressure and reimbursement challenges,

• liquidity shortfalls,

• fluctuations in currency exchange rates,

• fluctuations in currency exchange rates and macroeconomic volatility,

• inflation, or

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Consequently, no forward-looking statement may be guaranteed, and actual results may vary materially from those projected in the forward-looking statements.

We intend to take advantage of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding our forward-looking statements and are including this sentence for the express purpose of enabling us to use the protections of the safe harbor with respect to all forward-looking statements.

While we may elect to update these forward-looking statements at some point in the future, whether as a result of any new information, future events, or otherwise, we have no current intention of doing so except to the extent required by applicable law.

We intend to take advantage of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding our forward-looking statements.

Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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 2. Management’s Discussion and Analysis