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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	October 24, 2025

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from __________ to __________

Commission File Number 001-36820


Medtronic plc
(Exact name of registrant as specified in its charter)

Ireland			98-1183488
(State of incorporation)			(I.R.S. Employer Identification No.)

Building Two, Parkmore Business Park West

Galway, Ireland

(Address of principal executive offices)

+353 1 438-1700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Ordinary shares, par value $0.0001 per share	MDT	New York Stock Exchange
1.125% Senior Notes due 2027	MDT/27	New York Stock Exchange
0.375% Senior Notes due 2028	MDT/28	New York Stock Exchange
3.000% Senior Notes due 2028	MDT/28A	New York Stock Exchange
3.650% Senior Notes due 2029	MDT/29	New York Stock Exchange
2.950% Senior Notes due 2030	MDT/30	New York Stock Exchange
1.625% Senior Notes due 2031	MDT/31	New York Stock Exchange
1.000% Senior Notes due 2031	MDT/31A	New York Stock Exchange
3.125% Senior Notes due 2031	MDT/31B	New York Stock Exchange
0.750% Senior Notes due 2032	MDT/32	New York Stock Exchange
3.375% Senior Notes due 2034	MDT/34	New York Stock Exchange
3.875% Senior Notes due 2036	MDT/36	New York Stock Exchange
2.250% Senior Notes due 2039	MDT/39A	New York Stock Exchange
1.500% Senior Notes due 2039	MDT/39B	New York Stock Exchange
1.375% Senior Notes due 2040	MDT/40A	New York Stock Exchange
4.150% Senior Notes due 2043	MDT/43A	New York Stock Exchange
4.200% Senior Notes due 2045	MDT/45	New York Stock Exchange
1.750% Senior Notes due 2049	MDT/49	New York Stock Exchange
1.625% Senior Notes due 2050	MDT/50	New York Stock Exchange
4.150% Senior Notes due 2053	MDT/53	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller Reporting Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 1(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of November 19, 2025, 1,282,014,208 ordinary shares, par value $0.0001, of the registrant were outstanding.

TABLE OF CONTENTS


Item	Description	Page

	PART I
1.	Financial Statements (unaudited)	1
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
3.	Quantitative and Qualitative Disclosures About Market Risk	53
4.	Controls and Procedures	54
	PART II
1.	Legal Proceedings	54
2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
5.	Other Information	54
6.	Exhibits	55
	Signature	56

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Medtronic plc

Consolidated Statements of Income

(Unaudited)


	Three months ended				Six months ended
(in millions, except per share data)	October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024
Net sales	$	8,961	$	8,403	$	17,539	$	16,318
Costs and expenses:
Cost of products sold, excluding amortization of intangible assets	3,061		2,946		6,062		5,707
Research and development expense	754		697		1,480		1,373
Selling, general, and administrative expense	2,965		2,757		5,772		5,412
Amortization of intangible assets	463		413		922		827
Restructuring charges, net	10		30		55		77
Certain litigation charges, net	—		—		27		81
Other operating expense (income), net	22		(34)		92		(33)
Operating profit	1,686		1,595		3,130		2,873
Other non-operating income, net	(92)		(173)		(125)		(330)
Interest expense, net	181		209		357		376
Income before income taxes	1,597		1,559		2,898		2,827
Income tax provision	215		281		470		500
Net income	1,381		1,278		2,428		2,327
Net income attributable to noncontrolling interests	(7)		(9)		(14)		(15)
Net income attributable to Medtronic	$	1,374	$	1,270	$	2,414	$	2,312
Basic earnings per share	$	1.07	$	0.99	$	1.88	$	1.79
Diluted earnings per share	$	1.07	$	0.99	$	1.87	$	1.79
Basic weighted average shares outstanding	1,282.0		1,282.4		1,281.8		1,288.6
Diluted weighted average shares outstanding	1,288.0		1,286.9		1,287.5		1,292.5

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

Medtronic plc

Consolidated Statements of Comprehensive Income

(Unaudited)


	Three months ended				Six months ended
(in millions)	October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024
Net income	$	1,381	$	1,278	$	2,428	$	2,327
Other comprehensive income (loss), net of tax:
Unrealized gain on investment securities	55		35		74		111
Translation adjustment	(257)		116		92		218
Net investment hedges	357		35		(202)		(170)
Net change in retirement obligations	3		—		4		1
Unrealized gain (loss) on cash flow hedges	167		(27)		39		(93)
Other comprehensive income	325		161		6		69
Comprehensive income including noncontrolling interests	1,706		1,439		2,434		2,396
Comprehensive income attributable to noncontrolling interests	(3)		(9)		(11)		(15)
Comprehensive income attributable to Medtronic	$	1,703	$	1,431	$	2,423	$	2,381

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

Medtronic plc

Consolidated Balance Sheets

(Unaudited)


(in millions)	October 24, 2025		April 25, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	1,282	$	2,218
Investments	7,045		6,747
Accounts receivable, less allowances and credit losses of $200 and $199, respectively	6,389		6,515
Inventories	6,156		5,476
Other current assets	3,124		2,858
Total current assets	23,996		23,814
Property, plant, and equipment, net	7,164		6,837
Goodwill	41,811		41,737
Other intangible assets, net	10,770		11,667
Tax assets	3,857		4,040
Other assets	3,748		3,584
Total assets	$	91,346	$	91,680
LIABILITIES AND EQUITY
Current liabilities:
Current debt obligations	$	1,420	$	2,874
Accounts payable	2,581		2,449
Accrued compensation	2,130		2,514
Accrued income taxes	650		1,358
Other accrued expenses	3,153		3,683
Total current liabilities	9,935		12,879
Long-term debt	27,680		25,642
Accrued compensation and retirement benefits	1,184		1,158
Accrued income taxes	1,539		1,574
Deferred tax liabilities	386		403
Other liabilities	1,764		1,769
Total liabilities	42,489		43,424
Commitments and contingencies (Note 16)
Shareholders’ equity:
Ordinary shares— par value $0.0001, 2.6 billion shares authorized, 1,281,984,552 and 1,281,934,628 shares issued and outstanding, respectively	—		—
Additional paid-in capital	20,857		20,833
Retained earnings	32,070		31,476
Accumulated other comprehensive loss	(4,275)		(4,284)
Total shareholders’ equity	48,652		48,024
Noncontrolling interests	204		232
Total equity	48,857		48,256
Total liabilities and equity	$	91,346	$	91,680

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

Medtronic plc

Consolidated Statements of Equity

(Unaudited)


	Ordinary Shares			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity		Noncontrolling Interests		Total Equity
(in millions)	Number	Par Value
April 25, 2025	1,282	$	—	$	20,833	$	31,476	$	(4,284)	$	48,024	$	232	$	48,256
Net income	—	—		—		1,040		—		1,040		7		1,047
Other comprehensive (loss) income	—	—		—		—		(319)		(319)		1		(318)
Dividends to shareholders ($0.71 per ordinary share)	—	—		—		(910)		—		(910)		—		(910)
Issuance of shares under stock purchase and award plans	1	—		93		—		—		93		—		93
Repurchase of ordinary shares	(1)	—		(120)		—		—		(120)		—		(120)
Stock-based compensation	—	—		86		—		—		86		—		86


July 25, 2025	1,282	$	—	$	20,891	$	31,606	$	(4,604)	$	47,893	$	240	$	48,133
Net income	—	—		—		1,374		—		1,374		7		1,381
Other comprehensive income (loss)	—	—		—		—		329		329		(4)		325
Dividends to shareholders ($0.71 per ordinary share)	—	—		—		(910)		—		(910)		—		(910)
Issuance of shares under stock purchase and award plans	3	—		94		—		—		94		—		94
Repurchase of ordinary shares	(3)	—		(309)		—		—		(309)		—		(309)
Stock-based compensation	—	—		182		—		—		182		—		182
Changes to noncontrolling ownership interests	—	—		—		—		—		—		(39)		(39)

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


	Ordinary Shares			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity		Noncontrolling Interests		Total Equity
(in millions)	Number	Par Value
April 26, 2024	1,311	$	—	$	23,129	$	30,403	$	(3,318)	$	50,214	$	206	$	50,420
Net income	—	—		—		1,042		—		1,042		6		1,049
Other comprehensive loss	—	—		—		—		(92)		(92)		—		(92)
Dividends to shareholders ($0.70 per ordinary share)	—	—		—		(898)		—		(898)		—		(898)
Issuance of shares under stock purchase and award plans	1	—		87		—		—		87		—		87
Repurchase of ordinary shares	(30)	—		(2,489)		—		—		(2,489)		—		(2,489)
Stock-based compensation	—	—		83		—		—		83		—		83


July 26, 2024	1,282	$	—	$	20,810	$	30,547	$	(3,410)	$	47,947	$	213	$	48,160
Net income	—	—		—		1,270		—		1,270		9		1,278
Other comprehensive income	—	—		—		—		161		161		—		161
Dividends to shareholders ($0.70 per ordinary share)	—	—		—		(897)		—		(897)		—		(897)
Issuance of shares under stock purchase and award plans	3	—		103		—		—		103		—		103
Repurchase of ordinary shares	(3)	—		(248)		—		—		(248)		—		(248)
Stock-based compensation	—	—		159		—		—		159		—		159


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

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

Medtronic plc

Consolidated Statements of Cash Flows

(Unaudited)


	Six months ended
(in millions)	October 24, 2025		October 25, 2024
Operating Activities:
Net income	$	2,428	$	2,327
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,493		1,337
Provision for credit losses	66		45
Deferred income taxes	160		57
Stock-based compensation	268		242
Other, net	167		(98)
Change in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable, net	74		(181)
Inventories	(672)		(278)
Accounts payable and accrued liabilities	(780)		(707)
Other operating assets and liabilities	(1,191)		(800)


Net cash provided by operating activities	2,013		1,944
Investing Activities:


Additions to property, plant, and equipment	(972)		(924)
Purchases of investments	(4,201)		(4,019)
Sales and maturities of investments	3,958		4,338
Other investing activities, net	14		1
Net cash used in investing activities	(1,201)		(604)
Financing Activities:
Change in current debt obligations, net	1,402		(67)


Issuance of long-term debt	1,747		3,209
Payments on long-term debt	(2,930)		—
Dividends to shareholders	(1,820)		(1,795)
Issuance of ordinary shares	255		232
Repurchase of ordinary shares	(495)		(2,780)
Other financing activities, net	65		(64)
Net cash used in financing activities	(1,776)		(1,265)
Effect of exchange rate changes on cash and cash equivalents	28		35
Net change in cash and cash equivalents	(936)		110
Cash and cash equivalents at beginning of period	2,218		1,284
Cash and cash equivalents at end of period	$	1,282	$	1,394

Supplemental Cash Flow Information
Cash paid for:
Income taxes	$	1,394	$	1,335
Interest	542		513

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

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

The accompanying unaudited consolidated financial statements of Medtronic plc and its subsidiaries (Medtronic plc, Medtronic, or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the consolidated financial statements include all the adjustments necessary for a fair statement in conformity with U.S. GAAP. Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year.

Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates.

The accompanying unaudited consolidated financial statements include the accounts of Medtronic plc, its wholly-owned subsidiaries, entities for which the Company has a controlling financial interest, and variable interest entities for which the Company is the primary beneficiary. Intercompany transactions and balances have been eliminated in consolidation. Amounts reported in millions within this quarterly report are computed based on the amounts in thousands, and therefore, the sum of the components may not equal the total amount reported in millions due to rounding. Additionally, certain columns and rows within tables may not sum due to rounding.

The accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements of the Company and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 25, 2025. The Company’s fiscal years 2026, 2025, and 2024 will end or ended on April 24, 2026, April 25, 2025, and April 26, 2024, respectively.

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

In May 2025, the Company announced its intent to separate the Diabetes business, with the intention to create a new independent, publicly traded company. The separation is expected to be completed within 18 months of the initial announcement.

2. New Accounting Pronouncements

Recently Adopted Accounting Standards

During the six months ended October 24, 2025, there have been no newly adopted accounting pronouncements that materially impact our consolidated financial statements. Refer to the Company's Annual Report on Form 10-K for the fiscal year ended April 25, 2025 for pronouncements recently adopted.

Not Yet Adopted Accounting Standards

Income Taxes

In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2026 for our annual report. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40), which requires tabular disclosures disaggregating certain costs and expenses within relevant income statement captions. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2028 for our annual report and for interim periods starting in fiscal year 2029. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40), to increase the operability of the recognition guidance by removing all references to "project stages" and clarifying when an entity is required to start capitalizing software costs. This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2029, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our financial statements.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

3. Revenue

The Company's revenues are principally derived from device-based medical therapies and services related to cardiac rhythm disorders, cardiovascular disease, hypertension, neurological surgery technologies, neurological disorders and diseases, spinal conditions and musculoskeletal trauma, chronic pain, ear, nose, and throat conditions, urological and digestive disorders, advanced and general surgical care products, respiratory and monitoring solutions, and diabetes conditions. The Company's primary customers include healthcare systems, clinics, third-party healthcare providers, distributors, and other institutions, including governmental healthcare programs and group purchasing organizations.

The table below illustrates net sales by segment and division and by market geography for the three and six months ended October 24, 2025 and October 25, 2024. The U.S. revenue includes United States and U.S. territories, and the international revenue includes all other non-U.S. countries.


	Worldwide
	Three months ended				Six months ended
(in millions)	October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024
Cardiac Rhythm & Heart Failure	$	1,825	$	1,578	$	3,538	$	3,114
Structural Heart & Aortic	956		881		1,885		1,736
Coronary & Peripheral Vascular	655		643		1,298		1,259
Cardiovascular	3,436		3,102		6,721		6,108
Cranial & Spinal Technologies	1,299		1,234		2,509		2,382
Specialty Therapies	744		737		1,446		1,450
Neuromodulation	520		480		1,023		937
Neuroscience	2,562		2,451		4,978		4,768
Surgical & Endoscopy	1,679		1,649		3,291		3,193
Acute Care & Monitoring	493		478		964		930
Medical Surgical	2,171		2,128		4,255		4,123
Diabetes	757		686		1,478		1,333
Reportable segment net sales	8,926		8,366		17,432		16,333
Other operating segment(1)	35		37		68		75
Other adjustments(2)	—		—		39		(90)

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


	U.S.				International					U.S.				International
	Three months ended								Six months ended
(in millions)	October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024			October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024
Cardiovascular	$	1,592	$	1,434	$	1,844	$	1,668		$	3,071	$	2,836	$	3,650	$	3,272
Neuroscience	1,730		1,677		832		774			3,354		3,242		1,624		1,526
Medical Surgical	943		944		1,228		1,183			1,827		1,825		2,427		2,298
Diabetes	230		232		527		455			447		447		1,031		886
Reportable segment net sales	4,494		4,286		4,432		4,080			8,699		8,350		8,733		7,983
Other operating segment(1)	22		18		13		19			42		37		27		38
Other adjustments(2)	—		—		—		—			—		—		39		(90)
Total net sales	$	4,516	$	4,304	$	4,445	$	4,099		$	8,741	$	8,387	$	8,799	$	7,931

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

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

The amount of revenue recognized is reduced by sales rebates, distributor chargebacks, and returns. Adjustments to rebates, distributor chargebacks, and returns reserves are recorded as increases or decreases to revenue. At October 24, 2025, $1.0 billion of rebates were classified as other accrued expenses, and $689 million of distributor chargebacks were classified as a reduction of accounts receivable in the

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

consolidated balance sheet. At April 25, 2025, $983 million of rebates were classified as other accrued expenses, and $680 million of distributor chargebacks were classified as a reduction of accounts receivable in the consolidated balance sheet. During the six months ended October 25, 2024, the Company recognized $90 million of incremental Italian payback accruals resulting from the July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015. During the six months ended October 24, 2025, the Company decreased its accrual for the Italian payback by $39 million resulting from the June 30, 2025 legislative decree published by the Italian government and formalized into law in August 2025 confirming a reduction of the amounts due for years 2015 to 2018. The changes in estimates related to the Italian payback accruals were recognized as adjustments to net sales in the consolidated statements of income. Refer to Note 16 for additional information. Other adjustments to variable consideration during the three and six months ended October 24, 2025 and October 25, 2024 were not material.

Deferred Revenue and Remaining Performance Obligations

Deferred revenue at October 24, 2025 and April 25, 2025 was $451 million and $446 million, respectively. At October 24, 2025 and April 25, 2025, $356 million and $354 million was included in other accrued expenses, respectively, and $95 million and $92 million was included in other liabilities, respectively. During the six months ended October 24, 2025, the Company recognized $229 million of revenue that was included in deferred revenue as of April 25, 2025. During the six months ended October 25, 2024, the Company recognized $196 million of revenue that was included in deferred revenue as of April 26, 2024.

Remaining performance obligations include goods and services that have not yet been delivered or provided under existing, noncancellable contracts with minimum purchase commitments. At October 24, 2025, the estimated revenue expected to be recognized in future periods related to unsatisfied performance obligations for executed contracts with an original duration of one year or more was approximately $0.3 billion. The Company expects to recognize revenue on the majority of these remaining performance obligations over the next three years.

4. Acquisitions, Dispositions, and Funded Research and Development Arrangements

Acquisition Activity

During the three and six months ended October 24, 2025, the Company had no acquisitions that were accounted for as business combinations. During the fiscal year ended April 25, 2025, the Company had acquisitions that were accounted for as business combinations. For the three and six months ended October 24, 2025 and the fiscal year ended April 25, 2025, purchase price allocation adjustments were not significant.

Fiscal Year 2025

The acquisition date fair value of net assets acquired during fiscal year 2025 was $128 million, consisting of $159 million of assets acquired and $31 million of liabilities assumed. Assets acquired were primarily comprised of $108 million of goodwill and $50 million of IPR&D. The goodwill is not deductible for tax purposes. The Company recognized $20 million of non-cash contingent consideration liabilities in connection with these business combinations during fiscal year 2025, which were comprised of other milestone-based payments.

Funded Research and Development Arrangements

The Company has entered into various arrangements with affiliates of Blackstone Life Sciences Advisors L.L.C. (collectively, "Blackstone") to receive funding related to the development of certain products within the Cardiovascular Portfolio and Diabetes Operating Unit. As there is substantive and genuine transfer of risk to Blackstone, the development funding is recognized by Medtronic as an obligation to perform contractual services. The Company recognizes the funding as income within other operating expense (income), net as the research and development costs are incurred and funding payments become due. Under these arrangements, the Company recognized income of $37 million and $73 million during the three and six months ended October 24, 2025, respectively, and income of $46 million and $84 million during the three and six months ended October 25, 2024, respectively. As of October 24, 2025, the Company is eligible to receive additional funding of $318 million under these arrangements.

Following potential U.S. regulatory approval and commercial launch of each product covered by the Blackstone agreements, Blackstone will earn a combination of fixed regulatory and commercial milestone payments up to $1.2 billion and royalties based on percent of sales of such products. Under certain termination provisions, the Company's payment obligation will survive, and in certain termination circumstances, a payment to Blackstone of a multiple of the funded amounts may be required. At the time of executing these contracts, the occurrence of such circumstances was deemed to be remote.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

5. Restructuring Charges

Restructuring, associated, and other costs for the three and six months ended October 24, 2025 were $13 million and $79 million, respectively, as compared to $46 million and $108 million for the three and six months ended October 25, 2024, respectively. Restructuring, associated, and other costs primarily related to employee termination benefits provided to employees who have been involuntarily terminated and facility related and contract termination costs.

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


	Three months ended				Six months ended
(in millions)	October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024
Cost of products sold	$	—	$	11	$	16	$	20
Selling, general, and administrative expenses	3		6		8		11
Restructuring charges, net	10		30		55		77
Total restructuring, associated, and other costs	$	13	$	46	$	79	$	108

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


(in millions)	Employee Termination Benefits		Associated and Other Costs		Total
April 25, 2025	$	132	$	18	$	150
Charges	67		25		92
Cash payments	(146)		(29)		(175)
Settled non-cash	—		(2)		(2)
Accrual adjustments(1)	(12)		(1)		(13)
October 24, 2025	$	42	$	11	$	52

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

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

6. Financial Instruments

Debt Securities

The Company holds investments in marketable debt securities that are classified and accounted for as available-for-sale and are remeasured on a recurring basis. The following tables summarize the Company's investments in available-for-sale debt securities by significant investment category and the related consolidated balance sheet classification at October 24, 2025 and April 25, 2025:


	October 24, 2025
	Valuation								Balance Sheet Classification
(in millions)	Cost		Unrealized Gains		Unrealized Losses		Fair Value		Investments		Other Assets
Level 1:
U.S. government and agency securities	$	423	$	1	$	(4)	$	420	$	420	$	—
Level 2:
Corporate debt securities	3,744		50		(14)		3,780		3,780		—
U.S. government and agency securities	822		—		(13)		809		809		—
Mortgage-backed securities	840		12		(19)		833		833		—
Non-U.S. government and agency securities	20		—		—		20		20		—

Other asset-backed securities	1,161		9		(5)		1,164		1,164		—
Total Level 2	6,586		70		(51)		6,605		6,605		—
Level 3:
Auction rate securities	36		—		(2)		34		—		34
Total available-for-sale debt securities	$	7,045	$	72	$	(57)	$	7,059	$	7,026	$	34


	April 25, 2025
	Valuation								Balance Sheet Classification
(in millions)	Cost		Unrealized Gains		Unrealized Losses		Fair Value		Investments		Other Assets
Level 1:
U.S. government and agency securities	$	417	$	—	$	(7)	$	410	$	410	$	—
Level 2:
Corporate debt securities	3,540		17		(36)		3,521		3,521		—
U.S. government and agency securities	835		—		(20)		814		814		—
Mortgage-backed securities	948		4		(29)		923		923		—
Non-U.S. government and agency securities	6		—		—		6		6		—

Other asset-backed securities	1,044		5		(6)		1,044		1,044		—
Total Level 2	6,373		26		(91)		6,308		6,308		—
Level 3:
Auction rate securities	36		—		(3)		33		—		33
Total available-for-sale debt securities	$	6,826	$	26	$	(100)	$	6,752	$	6,719	$	33

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

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The following tables present the gross unrealized losses and fair values of the Company’s available-for-sale debt securities that have been in a continuous unrealized loss position deemed to be temporary, aggregated by investment category at October 24, 2025 and April 25, 2025:


	October 24, 2025
	Less than 12 months				More than 12 months
(in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Corporate debt securities	$	605	$	(6)	$	454	$	(8)
U.S. government and agency securities	144		(3)		428		(14)
Mortgage-backed securities	12		(1)		255		(18)
Other asset-backed securities	—		—		193		(5)
Auction rate securities	—		—		34		(2)
Total	$	760	$	(10)	$	1,364	$	(48)


	April 25, 2025
	Less than 12 months				More than 12 months
(in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Corporate debt securities	$	702	$	(7)	$	1,235	$	(29)
U.S. government and agency securities	110		(1)		641		(25)
Mortgage-backed securities	2		(1)		614		(28)
Other asset-backed securities	—		—		469		(6)
Auction rate securities	—		—		33		(3)
Total	$	814	$	(9)	$	2,993	$	(91)

The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. There were no transfers into or out of Level 3 during the three and six months ended October 24, 2025 and October 25, 2024. When a determination is made to classify an asset or liability within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement.

Gains and losses on available-for-sale debt securities are recognized in other non-operating income, net in the consolidated statements of income. During the three and six months ended October 24, 2025 and October 25, 2024, gross realized gains and losses on available-for-sale debt securities were not significant. During the three and six months ended October 24, 2025, proceeds from sales of available-for-sale debt securities were $1.9 billion and $3.9 billion, respectively. During the three and six months ended October 25, 2024, proceeds from sales of available-for-sale debt securities were $2.1 billion and $4.2 billion, respectively.

The contractual maturities of available-for-sale debt securities at October 24, 2025 are shown in the following table. Within the table, maturities of mortgage-backed securities have been allocated based upon timing of estimated cash flows assuming no change in the current interest rate environment. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.


(in millions)	Amortized Cost		Fair Value
Due in one year or less	$	1,559	$	1,550
Due after one year through five years	2,908		2,921
Due after five years through ten years	1,148		1,166
Due after ten years	1,431		1,422
Total	$	7,045	$	7,059

Interest income, which includes income on marketable debt securities and the global liquidity structures, is recognized in other non-operating income, net, in the consolidated statements of income. During the three and six months ended October 24, 2025, there was $89 million and $208 million of interest income, respectively. During the three and six months ended October 25, 2024, there was $137 million and $249 million of interest income, respectively.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Equity Securities, Equity Method Investments, and Other Investments

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


(in millions)	October 24, 2025		April 25, 2025
Investments with readily determinable fair value (marketable equity securities)	$	40	$	17
Investments for which the fair value option has been elected	57		140
Investments without readily determinable fair values	671		705
Equity method and other investments	83		89
Total equity and other investments	$	851	$	951

Gains and losses on equity and other investments are recognized in other non-operating income, net in the consolidated statements of income. During the three and six months ended October 24, 2025, there were $11 million of net unrealized gains and $76 million of net unrealized losses, respectively, on equity securities and other investments still held at October 24, 2025. During the three and six months ended October 25, 2024, there were $10 million of net unrealized losses and $7 million of net unrealized gains, respectively, on equity securities and other investments still held at October 25, 2024.

Mozarc Medical Investment

In May 2022, the Company and DaVita Inc. (DaVita) entered into a definitive agreement for the Company to sell half of its Renal Care Solutions (RCS) business, and in April 2023, completed the transaction. This sale was part of an agreement between Medtronic and DaVita to form a new, independent kidney care-focused medical device company (“Mozarc Medical” or "Mozarc") with equal equity ownership. At closing, the Company retained a 50% non-controlling equity interest in Mozarc valued at $307 million. Although the equity investment provides the Company with the ability to exercise significant influence over Mozarc, the Company has elected the fair value option to account for this equity investment. The Company believes the fair value option best reflects the economics of the underlying transaction.

Under the fair value option, changes in the fair value of the investment are recognized through earnings each reporting period in other non-operating income, net in the consolidated statements of income. During the six months ended October 24, 2025, the Company recognized a loss of $90 million primarily driven by historical financial results and projections of future cash flows. During the three months ended October 24, 2025 and the three and six months ended October 25, 2024, the change in fair value was not significant.

The following table provides a reconciliation of the beginning and ending balances of the Mozarc investment for which the fair value option has been elected:


	Three months ended				Six months ended
(in millions)	October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024
Beginning Balance	$	50	$	311	$	140	$	311


Additions	7		—		7		—
Change in fair value	—		—		(90)		—
Ending Balance	$	57	$	311	$	57	$	311

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

7. Financing Arrangements

Commercial Paper

The Company maintains commercial paper programs that allow the Company to issue U.S. dollar or Euro-denominated unsecured commercial paper notes. The aggregate amount outstanding at any time under the commercial paper programs may not exceed the equivalent of $3.5 billion. There was $1.4 billion of commercial paper outstanding at October 24, 2025. During the three and six months ended October 24, 2025, the commercial paper outstanding had a weighted average original maturity of 18 days and 17 days, respectively, and a weighted average interest rate of 4.36 percent and 4.37 percent, respectively. There was no commercial paper outstanding at April 25, 2025. During fiscal year 2025, the weighted average original maturity of the commercial paper outstanding was approximately 13 days and the weighted average interest rate was 5.02 percent. The issuance of commercial paper reduces the amount of credit available under the Company’s existing Credit Facility, as defined below.

Line of Credit

The Company has a $3.5 billion five-year unsecured revolving credit facility (Credit Facility), which provides back-up funding for the commercial paper programs described above. The Credit Facility includes a multi-currency borrowing feature for certain specified foreign currencies. At October 24, 2025 and April 25, 2025, no amounts were outstanding under the Credit Facility.

Interest rates on advances on the Credit Facility are determined by a pricing matrix, based on the Company’s long-term debt ratings, assigned by Standard & Poor’s Ratings Services and Moody’s Investors Service. Facility fees are payable on the Credit Facility and are determined in the same manner as the interest rates. The Company is in compliance with the covenants under the Credit Facility.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Debt Obligations

The Company's debt obligations consisted of the following:


(in millions)	Maturity by Fiscal Year	October 24, 2025		April 25, 2025
Current debt obligations	2026 - 2027	$	1,420	$	2,874

Long-term debt
1.125 percent eight-year 2019 senior notes	2027	1,741		1,714
4.250 percent five-year 2023 senior notes	2028	1,000		1,000
3.000 percent six-year 2022 senior notes	2029	1,161		1,142
0.375 percent eight-year 2020 senior notes	2029	1,161		1,142
3.650 percent five-year 2024 senior notes	2030	986		971
2.950 percent five-year 2025 senior notes	2031	870		—
1.625 percent twelve-year 2019 senior notes	2031	1,161		1,142
1.000 percent twelve-year 2019 senior notes	2032	1,161		1,142
3.125 percent nine-year 2022 senior notes	2032	1,161		1,142
0.750 percent twelve-year 2020 senior notes	2033	1,161		1,142
4.500 percent ten-year 2023 senior notes	2033	1,000		1,000
3.375 percent twelve-year 2022 senior notes	2035	1,161		1,142
4.375 percent twenty-year 2015 senior notes	2035	1,932		1,932
3.875 percent twelve-year 2024 senior notes	2037	986		971
6.550 percent thirty-year 2007 CIFSA senior notes	2038	253		253
2.250 percent twenty-year 2019 senior notes	2039	1,161		1,142
6.500 percent thirty-year 2009 senior notes	2039	158		158
1.500 percent twenty-year 2019 senior notes	2040	1,161		1,142
5.550 percent thirty-year 2010 senior notes	2040	224		224
1.375 percent twenty-year 2020 senior notes	2041	1,161		1,142
4.500 percent thirty-year 2012 senior notes	2042	105		105
4.000 percent thirty-year 2013 senior notes	2043	305		305
4.150 percent nineteen-year 2024 senior notes	2044	696		685
4.625 percent thirty-year 2014 senior notes	2044	127		127
4.625 percent thirty-year 2015 senior notes	2045	1,813		1,813
4.200 percent twenty-year 2025 senior notes	2046	870		—
1.750 percent thirty-year 2019 senior notes	2050	1,161		1,142
1.625 percent thirty-year 2020 senior notes	2051	1,161		1,142
4.150 percent twenty-nine-year 2024 senior notes	2054	812		800

Finance lease obligations	2027 - 2041	55		52
Debt discount, net	2027 - 2054	(59)		(59)
Deferred financing costs	2027 - 2054	(122)		(117)
Total long-term debt		$	27,680	$	25,642

Interest expense on outstanding borrowings, including amortization of debt issuance costs and debt discounts and premiums, and the global liquidity structures is recognized in interest expense, net in the consolidated statements of income. During the three and six months ended October 24, 2025, there was $222 million and $439 million, respectively, of interest expense on outstanding borrowings, including amortization of debt issuance costs and debt discounts and premiums, and the global liquidity structures. During the three and six months ended October 25, 2024, there was $252 million and $469 million, respectively, of interest expense on outstanding borrowings, including amortization of debt issuance costs and debt discounts and premiums, and the global liquidity structures.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Senior Notes

The Company has outstanding unsecured senior obligations, described as senior notes in the tables above (collectively, the Senior Notes). The Senior Notes rank equally with all other unsecured and unsubordinated indebtedness of the Company. The Company is in compliance with all covenants related to the Senior Notes.

On September 29, 2025, Medtronic Inc. issued two tranches of Euro-denominated Senior Notes with an aggregate principal of €1.5 billion, with maturities in fiscal year 2031 and 2046, resulting in cash proceeds of approximately $1.7 billion, net of discounts and issuance costs.

In June 2024, Medtronic Inc. issued four tranches of Euro-denominated Senior Notes with an aggregate principal of €3.0 billion, with maturities ranging from fiscal year 2030 to 2054, resulting in cash proceeds of approximately $3.2 billion, net of discounts and issuance costs. In anticipation of the Euro-denominated debt issuance, the Company entered into forward currency exchange rate contracts to manage the exposure to exchange rate movements. These contracts were settled in conjunction with the issuance of the June 2024 Notes.

The Euro-denominated debt issued in September 2025 and June 2024 is designated as a net investment hedge of certain of the Company's European operations. Refer to Note 8 for additional information regarding net investment hedges.

Financial Instruments Not Measured at Fair Value

At October 24, 2025, the estimated fair value of the Company’s Senior Notes was $25.7 billion compared to a principal value of $27.8 billion. At April 25, 2025, the estimated fair value of the Company's Senior Notes was $26.2 billion compared to a principal value of $28.6 billion. The fair value was estimated using quoted market prices for the publicly registered Senior Notes, which are classified as Level 2 within the fair value hierarchy. The fair values and principal values consider the terms of the related debt and exclude the impacts of debt discounts and hedging activity.

8. Derivatives and Currency Exchange Risk Management

The Company uses derivative instruments and foreign currency denominated debt to manage the impact that currency exchange rate and interest rate changes have on reported financial statements. The Company does not enter into derivative contracts for speculative purposes.

Cash Flow Hedges

The Company uses foreign currency forward and option contracts designated as cash flow hedges to manage its exposure to the variability of future cash flows that are denominated in a foreign currency.

At inception, foreign currency forward and option contracts are designated as cash flow hedges. Changes in the fair value of these derivatives are reported as a component of accumulated other comprehensive loss until the hedged transaction affects earnings. When the hedged transaction affects earnings, the gain or loss on the derivative is reclassified to earnings. Amounts excluded from the measurement of hedge effectiveness are recognized in earnings on a straight-line basis over the term of the hedge. Cash flows are reported as operating activities in the consolidated statements of cash flows.

The Company's cash flow hedges will mature within the subsequent two-year period. At October 24, 2025 and April 25, 2025, the Company had $108 million and $149 million in after-tax unrealized losses, respectively, associated with cash flow hedging instruments recorded in accumulated other comprehensive loss. The Company expects that $73 million of after-tax net unrealized losses at October 24, 2025 will be recognized in the consolidated statements of income over the next 12 months.

Net Investment Hedges

The Company uses derivative instruments and foreign currency denominated debt to manage foreign currency risk associated with its net investment in foreign operations. The derivative instruments that the Company uses for this purpose may include foreign currency forward exchange contracts used on a standalone basis or in combination with option collars and standalone cross currency interest rate contracts.

For instruments that are designated as net investment hedges, the gains or losses are reported as a component of accumulated other comprehensive loss. The gains or losses are reclassified into earnings upon a liquidation event or deconsolidation of the foreign subsidiary. Amounts excluded from the assessment of effectiveness are recognized in interest expense, net on a straight-line basis over the term of the hedge. During the three and six months ended October 24, 2025, the Company recognized $40 million and $85 million, respectively, of after-tax unrealized gains representing excluded components in interest expense, net. During the three and six months ended October 25, 2024, the Company recognized $47 million and $98 million, respectively, of after-tax unrealized gains representing excluded components in interest expense, net. The cash flows related to the Company's derivative instruments designated as net investment hedges are reported as investing activities in the consolidated statements of cash flows. Cash flows attributable to amounts excluded from the assessment of effectiveness are reported as operating activities in the consolidated statements of cash flows.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Fair Value Hedges

In fiscal year 2025, the Company began using foreign currency forward contracts designated as fair value hedges to manage its exposure to changes in the fair value of a fixed-rate debt obligation. The contracts matured during the first quarter of fiscal year 2026.

At inception, foreign currency forward contracts are designated as fair value hedges. Changes in the fair value of these derivatives are reported as a component of other operating expense (income), net. Amounts excluded from the assessment of effectiveness are recognized in interest expense, net on a straight-line basis over the term of the hedge and were not significant for the six months ended October 24, 2025 and the three and six months ended October 25, 2024. Cash flows related to the Company's derivative instruments designated as fair value hedges are reported as financing activities in the consolidated statements of cash flows. Cash flows attributed to amounts excluded from the assessment of effectiveness are reported as operating activities in the consolidated statements of cash flows.

Undesignated Derivatives

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

These foreign currency forward exchange rate contracts are not designated as hedges at inception, and therefore, changes in the fair value of these contracts are recognized in the consolidated statements of income. Cash flows related to the Company’s undesignated derivative contracts are reported in the consolidated statements of cash flows based on the nature of the derivative instrument.

Outstanding Instruments

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


		As of
(in billions)	Designation	October 24, 2025		April 25, 2025
Currency exchange rate contracts	Cash flow hedge	$	9.5	$	10.6
Currency exchange rate contracts(1)	Net investment hedge	6.5		8.0
Foreign currency-denominated debt(2)	Net investment hedge	20.9		20.6
Currency exchange rate contracts	Fair value hedge	—		1.1
Currency exchange rate contracts	Undesignated	4.5		3.9

(1)At October 24, 2025, includes derivative contracts with a notional value of €4.0 billion, or $4.6 billion, designated as hedges of a portion of our net investment in certain European operations and derivative contracts with a notional value of ¥286 billion, or $1.9 billion, designated as hedges of a portion of our net investment in certain Japanese operations. These derivative contracts mature in fiscal years 2027 through 2033.

(2)At October 24, 2025, includes €18.0 billion, or $20.9 billion, of outstanding Euro-denominated debt designated as hedges of a portion of our net investment in foreign operations. This debt matures in fiscal years 2027 through 2054.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Gains and Losses on Hedging Instruments and Derivatives not Designated as Hedging Instruments

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


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

	Three months ended				Six months ended				Three months ended				Six months ended				Location of (Gain) Loss in Income Statement
(in millions)	October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024
Cash flow hedges
Currency exchange rate contracts	$	(162)	$	—	$	(65)	$	42	$	25	$	(3)	$	45	$	(39)	Other operating expense (income), net
Currency exchange rate contracts	(28)		20		10		—		(20)		(21)		(39)		(39)		Cost of products sold
Net investment hedges
Foreign currency-denominated debt	(257)		(91)		325		160		—		—		—		—		N/A
Currency exchange rate contracts	(115)		52		(116)		12		—		—		—		—		N/A
Fair value hedges
Currency exchange rate contracts	—		—		1		—		—		—		(20)		—		Other operating expense (income), net
Total	$	(562)	$	(19)	$	155	$	214	$	4	$	(24)	$	(13)	$	(78)

The amount of the gains and losses on our derivative instruments not designated as hedging instruments and the classification of those gains and losses within our consolidated financial statements during the three and six months ended October 24, 2025 and October 25, 2024 were as follows:


	(Gain) Loss Recognized in Income
	Three months ended				Six months ended				Location of (Gain) Loss in Income Statement
(in millions)	October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024

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

Balance Sheet Presentation

The following table summarizes the balance sheet classification and fair value of derivative instruments included in the consolidated balance sheets at October 24, 2025 and April 25, 2025. The fair value amounts of qualified hedging instruments are presented on a gross basis and segregated between designated and not designated as hedging instruments. These hedging instruments are segregated by type of contract.


	Fair Value - Assets					Fair Value - Liabilities
(in millions)	October 24, 2025		April 25, 2025		Balance Sheet Classification	October 24, 2025		April 25, 2025		Balance Sheet Classification
Derivatives designated as hedging instruments
Currency exchange rate contracts	$	184	$	269	Other current assets	$	184	$	200	Other accrued expenses

Currency exchange rate contracts	259		57		Other assets	153		196		Other liabilities
Total derivatives designated as hedging instruments	443		326			337		396
Derivatives not designated as hedging instruments
Currency exchange rate contracts	6		7		Other current assets	12		5		Other accrued expenses
Total return swaps	17		—		Other current assets	—		16		Other accrued expenses



Total derivatives not designated as hedging instruments	23		7			12		21
Total derivatives	$	466	$	334		$	349	$	417

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

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


	October 24, 2025				April 25, 2025
(in millions)	Derivative Assets		Derivative Liabilities			Derivative Assets		Derivative Liabilities
Level 1	$	449	$	349		$	334	$	401
Level 2	17		—			—		16
Total	$	466	$	349		$	334	$	417

The Company has elected to present the fair value of derivative assets and liabilities within the consolidated balance sheets on a gross basis, even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation. The cash flows related to collateral posted and received are reported gross as investing and financing activities, respectively, in the consolidated statements of cash flows.

The following tables provide information as if the Company had elected to offset the asset and liability balances of derivative instruments, netted in accordance with various criteria as stipulated by the terms of the master netting arrangements with each of the counterparties. Derivatives not subject to master netting arrangements are not eligible for net presentation.


	October 24, 2025
			Gross Amount Not Offset on the Balance Sheet
(in millions)	Gross Amount of Recognized Assets (Liabilities)		Financial Instruments		Cash Collateral Posted		Net Amount
Derivative assets:
Currency exchange rate contracts	$	449	$	(186)	$	—	$	262


Total return swaps	17		—		—		17
	466		(186)		—		280
Derivative liabilities:
Currency exchange rate contracts	(349)		186		87		(76)




Total	$	117	$	—	$	87	$	204


	April 25, 2025
			Gross Amount Not Offset on the Balance Sheet
(in millions)	Gross Amount of Recognized Assets (Liabilities)		Financial Instruments		Cash Collateral Posted		Net Amount
Derivative assets:
Currency exchange rate contracts	$	334	$	(195)	$	—	$	139




Derivative liabilities:
Currency exchange rate contracts	(401)		195		125		(82)


Total return swaps	(16)		—		—		(16)
	(417)		195		125		(97)
Total	$	(84)	$	—	$	125	$	42

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

9. Inventories

Inventory balances were as follows:


(in millions)	October 24, 2025		April 25, 2025
Finished goods	$	4,195	$	3,779
Work-in-process	853		744
Raw materials	1,108		953
Total	$	6,156	$	5,476

10. Goodwill and Other Intangible Assets

Goodwill

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


(in millions)	Cardiovascular		Neuroscience		Medical Surgical		Diabetes		Total
April 25, 2025	$	8,017	$	11,716	$	19,748	$	2,255	$	41,737


Currency translation and other	11		22		40		—		73
October 24, 2025	$	8,028	$	11,738	$	19,788	$	2,256	$	41,811

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

Intangible Assets

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


	October 24, 2025				April 25, 2025
(in millions)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Definite-lived:
Customer-related	$	16,555	$	(10,123)	$	16,550	$	(9,650)
Purchased technology and patents	11,623		(7,949)		11,600		(7,514)
Trademarks and tradenames	421		(288)		421		(283)
Other	356		(113)		355		(101)
Total	$	28,954	$	(18,474)	$	28,925	$	(17,547)
Indefinite-lived:
IPR&D	$	290	$	—	$	289	$	—

The Company did not recognize any definite-lived or indefinite-lived intangible asset impairment charges during the three and six months ended October 24, 2025 and October 25, 2024. Due to the nature of IPR&D projects, the Company may experience future delays or failures to obtain regulatory approvals to conduct clinical trials, failures of clinical trials, delays or failures to obtain required market clearances, other failures to achieve a commercially viable product, or the discontinuation of certain projects, and as a result, may recognize impairment losses in the future.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Amortization Expense

Intangible asset amortization expense for the three and six months ended October 24, 2025 was $463 million and $922 million, respectively, including $46 million and $91 million, respectively, of accelerated amortization on certain intangible assets within the Cardiovascular Portfolio. Intangible asset amortization expense for the three and six months ended October 25, 2024 was $413 million and $827 million, respectively. Estimated aggregate amortization expense by fiscal year based on the carrying value of definite-lived intangible assets at October 24, 2025, excluding any possible future amortization associated with acquired IPR&D which has not yet met technological feasibility, is as follows:


(in millions)	Amortization Expense
Remaining 2026	$	846
2027	1,606
2028	1,556
2029	1,478
2030	1,346
2031	1,267

11. Income Taxes

On July 4, 2025, the U.S. Government enacted The One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S. corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act. Certain provisions are effective for the Company beginning fiscal year 2026 and the impact for the three and six months ended October 24, 2025 was not significant.

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 Medtronic in fiscal year 2025.

The Company's effective tax rate for the three and six months ended October 24, 2025 was 13.5% and 16.2%, respectively, as compared to 18.0% and 17.7% for the three and six months ended October 25, 2024, respectively. The decrease in the effective tax rate for the three and six months ended October 24, 2025 primarily relates to a tax benefit recognized during the three months ended October 24, 2025 related to a change in estimate of accrued interest on uncertain tax positions partially offset by an increase in the Pillar Two global minimum tax impact and year-over-year changes in operational results by jurisdiction.

At both October 24, 2025 and April 25, 2025, the Company's gross unrecognized tax benefits were $2.9 billion. For the six months ended October 24, 2025, the Company recognized a decrease in gross interest expense of $79 million in income tax provision in the consolidated statements of income. For the six months ended October 25, 2024, the gross interest expense recognized in the income tax provision in the consolidated income statements of income was not significant. The Company had a net receivable of $50 million at October 24, 2025 and a net payable of $74 million at April 25, 2025 for accrued interest and penalties. If all of the Company’s unrecognized tax benefits were recognized, approximately $2.7 billion would impact the Company’s effective tax rate. At October 24, 2025 and April 25, 2025, the amount of the Company's gross unrecognized tax benefits, net of cash advance, recorded as a noncurrent liability within accrued income taxes on the consolidated balance sheets was $2.0 billion and $1.9 billion, respectively. The Company recognizes interest and penalties related to income tax matters within income tax provision in the consolidated statements of income and records the liability within either current or noncurrent accrued income taxes on the consolidated balance sheets.

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

12. Earnings Per Share

Basic earnings per share is computed based on the weighted average number of ordinary shares outstanding. Diluted earnings per share is computed based on the weighted number of ordinary shares outstanding, increased by the number of additional shares that would have been outstanding had the potentially dilutive ordinary shares been issued, and reduced by the number of shares the Company could have repurchased with the proceeds from issuance of the potentially dilutive shares. Potentially dilutive ordinary shares include stock-based awards granted under stock-based compensation plans and shares committed to be purchased under the employee stock purchase plan.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

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


	Three months ended				Six months ended
(in millions, except per share data)	October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024
Numerator:
Net income attributable to ordinary shareholders	$	1,374	$	1,270	$	2,414	$	2,312
Denominator:
Basic – weighted average shares outstanding	1,282.0		1,282.4		1,281.8		1,288.6
Effect of dilutive securities:
Employee stock options	0.7		0.6		0.5		0.6
Employee restricted stock units	2.7		2.1		2.9		2.0
Employee performance share units	2.6		1.8		2.4		1.3
Diluted – weighted average shares outstanding	1,288.0		1,286.9		1,287.5		1,292.5
Basic earnings per share	$	1.07	$	0.99	$	1.88	$	1.79
Diluted earnings per share	$	1.07	$	0.99	$	1.87	$	1.79

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

13. Stock-Based Compensation

The following table presents the components and classification of stock-based compensation expense for stock options, restricted stock, performance share units, and employee stock purchase plan shares recognized for the three and six months ended October 24, 2025 and October 25, 2024:


	Three months ended				Six months ended
(in millions)	October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024
Stock options	$	28	$	30	$	37	$	42
Restricted stock	75		68		124		111
Performance share units	72		54		88		69
Employee stock purchase plan	8		8		19		19
Total stock-based compensation expense	$	182	$	159	$	268	$	242

Cost of products sold	$	20	$	17	$	30	$	26
Research and development expense	23		19		34		29
Selling, general, and administrative expense	138		123		204		187
Total stock-based compensation expense	182		159		268		242
Income tax benefits	(29)		(25)		(44)		(38)
Total stock-based compensation expense, net of tax	$	153	$	134	$	224	$	204

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

14. Retirement Benefit Plans

The Company sponsors various retirement benefit plans, including defined benefit pension plans, post-retirement medical plans, defined contribution savings plans, and termination indemnity plans, covering substantially all U.S. employees and many employees outside the U.S. The net periodic benefit cost of the defined benefit pension plans included the following components for the three and six months ended October 24, 2025 and October 25, 2024:


	U.S.				Non-U.S.				U.S.				Non-U.S.
	Three months ended								Six months ended
(in millions)	October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024

Service cost	$	12	$	13	$	11	$	11	$	24	$	26	$	22	$	22
Interest cost	42		43		12		13		84		86		24		26
Expected return on plan assets	(64)		(66)		(18)		(17)		(128)		(132)		(36)		(34)
Amortization of prior service cost	(1)		(1)		—		—		(2)		(2)		—		—
Amortization of net actuarial loss	5		4		1		—		10		8		2		1
Net periodic benefit (credit) cost	$	(6)	$	(7)	$	6	$	7	$	(12)	$	(14)	$	12	$	14

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

15. Accumulated Other Comprehensive Loss

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


(in millions)	Unrealized (Loss) Gain on Investment Securities		Cumulative Translation Adjustments		Net Investment Hedges		Net Change in Retirement Obligations		Unrealized (Loss) Gain on Cash Flow Hedges		Total Accumulated Other Comprehensive Loss
April 25, 2025	$	(63)	$	(2,835)	$	(597)	$	(640)	$	(149)	$	(4,284)
Other comprehensive income (loss) before reclassifications	73		95		(202)		(1)		24		(11)
Reclassifications	1		—		—		5		15		20
Other comprehensive income (loss)	74		95		(202)		4		39		9
October 24, 2025	$	11	$	(2,740)	$	(799)	$	(638)	$	(108)	$	(4,275)


(in millions)	Unrealized (Loss) Gain on Investment Securities		Cumulative Translation Adjustments		Net Investment Hedges		Net Change in Retirement Obligations		Unrealized Gain (Loss) on Cash Flow Hedges		Total Accumulated Other Comprehensive Loss
April 26, 2024	$	(212)	$	(3,686)	$	878	$	(529)	$	229	$	(3,318)
Other comprehensive income (loss) before reclassifications	102		218		(170)		(1)		(37)		111
Reclassifications	9		—		—		3		(55)		(43)
Other comprehensive income (loss)	111		218		(170)		1		(93)		69

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

The income tax on gains and losses on investment securities in other comprehensive income (loss) before reclassifications during the six months ended October 24, 2025 and October 25, 2024 was an expense of $14 million and $19 million, respectively. During the six months ended October 24, 2025 and October 25, 2024, realized gains and losses on investment securities reclassified from AOCI were reduced by income taxes of $1 million and $2 million, respectively. When realized, gains and losses on investment securities reclassified from AOCI are recognized within other non-operating income, net. Refer to Note 6 to the consolidated financial statements for additional information.

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

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

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The net change in retirement obligations in other comprehensive income (loss) includes amortization of net actuarial losses included in net periodic benefit cost. During the six months ended October 24, 2025, the tax impact on retirement obligations in other comprehensive income (loss) before reclassifications was not significant. During the six months ended October 25, 2024, there were no tax impacts on retirement obligations in other comprehensive income (loss) before reclassifications. During the six months ended October 24, 2025 and October 25, 2024, the gains and losses on defined benefit and pension items reclassified from AOCI were reduced by income taxes of $1 million. When realized, net gains and losses on defined benefit and pension items reclassified from AOCI are recognized within other non-operating income, net. Refer to Note 14 to the consolidated financial statements for additional information.

The income tax on unrealized gains and losses on cash flow hedges in other comprehensive income (loss) before reclassifications during the six months ended October 24, 2025 and October 25, 2024, was an expense of $31 million and a benefit of $5 million, respectively. During the six months ended October 24, 2025 and October 25, 2024, gains and losses on cash flow hedges reclassified from AOCI were reduced by income taxes of $8 million and $22 million, respectively. When realized, gains and losses on currency exchange rate contracts reclassified from AOCI are recognized within other operating expense (income), net or cost of products sold. Refer to Note 8 to the consolidated financial statements for additional information.

16. Commitments and Contingencies

Legal Matters

The Company and its affiliates are involved in a number of legal actions from time to time involving product liability, employment, intellectual property and commercial disputes, shareholder-related matters, environmental proceedings, tax disputes, and governmental proceedings and investigations, including those described below. With respect to governmental proceedings and investigations, like other companies in our industry, the Company is subject to extensive regulation by national, state, and local governmental agencies in the United States and in other jurisdictions in which the Company and its affiliates operate. As a result, interaction with governmental agencies is ongoing. The Company’s standard practice is to cooperate with regulators and investigators in responding to inquiries. With respect to intellectual property disputes, the Company is involved in litigation relating to patents, trademarks, copyrights, trade secrets, and other intellectual property (IP) rights, and licenses, acquisitions or other agreements relating to such rights. This litigation includes, but is not limited to, alleged infringement or misappropriation of IP rights, or breach of obligations related to IP rights, or other claims asserted by competitors, individuals, or, consistent with a growing trend across technology-intensive industries, other entities created specifically to fund IP litigation. With respect to commercial disputes, antitrust and competition issues have gained increased prominence, enforcement and private litigation have increased globally, and the Company is involved in or at risk for antitrust litigation, investigations or enforcement actions regarding a range of commercial activities, including challenges to mergers and acquisition transactions, joint ventures, co-development or co-marketing arrangements, contracting practices, distribution agreements and employment agreements. The outcomes of legal actions are not within the Company’s complete control and may not be known for prolonged periods of time. In some actions, the enforcement agencies or private claimants seek significant monetary damages and/or royalty payments, as well as other civil or criminal remedies (including injunctions barring or restricting the sale of products that are the subject of the proceeding, placing restrictions on competitive strategies or practices, or unwinding consummated transactions), any or all of which could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.

The Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies related to legal actions when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required. Estimates of probable losses resulting from litigation and governmental proceedings involving the Company are inherently difficult to predict, particularly when the matters are in early procedural stages with incomplete scientific facts or legal discovery, involve unsubstantiated or indeterminate claims for damages, potentially involve penalties, fines or punitive damages, or could result in a change in business practice. The Company classifies certain specified litigation charges and gains related to significant legal matters as certain litigation charges, net in the consolidated statements of income. The Company recognized no certain litigation charges during the three months ended October 24, 2025 and October 25, 2024. The Company recognized $27 million and $81 million of certain litigation charges during the six months ended October 24, 2025 and October 25, 2024, respectively. At October 24, 2025 and April 25, 2025, accrued litigation was approximately $0.2 billion and $0.4 billion, respectively. The ultimate cost to the Company with respect to accrued litigation could be materially different than the amount of the current estimates and accruals and could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows. The Company includes accrued litigation in other accrued expenses and other liabilities on the consolidated balance sheets. While it is not possible to predict the outcome for most of the legal matters discussed below, the Company believes it is possible that the costs associated with these matters could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Intellectual Property Matters

Colibri

The Company is a defendant in patent litigation brought by Colibri Heart Valve LLC (Colibri) in the U.S. District Court for the Central District of California. Colibri alleges infringement of one patent by the Company’s Evolut family of transcatheter aortic valve replacement devices. The patent asserted by Colibri has expired. On February 8, 2023, a jury returned a verdict against the Company for approximately $106 million. In July 2023, the Company filed its appeal with the U.S. Court of Appeals for the Federal Circuit. On July 18, 2025, the U.S. Court of Appeals for the Federal Circuit ruled in favor of the Company and reversed the lower court, vacating the jury verdict and ruling that Medtronic did not infringe the Colibri patent. The Company will continue to monitor the case until all additional appellate periods have expired.

Product Liability Matters

Hernia Mesh Litigation

Starting in fiscal year 2020, plaintiffs began filing lawsuits against certain subsidiaries of the Company in U.S. state and federal courts that allege personal injury from hernia mesh products sold by those subsidiaries. As of October 22, 2025, the Company and certain of its subsidiaries have been named as defendants in lawsuits filed on behalf of approximately 10,000 individual plaintiffs, and certain plaintiffs’ law firms have advised the Company that they may file additional cases in the future. Approximately 7,400 plaintiffs have pending lawsuits in a coordinated proceeding in Massachusetts state court, where they have been consolidated before a single judge. Approximately 500 plaintiffs have pending lawsuits in a coordinated action in Minnesota state court, and there are approximately 2,100 actions coordinated in a federal Multidistrict Litigation in the U.S. District Court for the District of Massachusetts plus fewer than ten one-off cases filed in other courts. The pending lawsuits relate almost entirely to hernia mesh products that have not been subject to recalls, withdrawals, or other adverse regulatory action. The Company has not recorded an expense related to damages in connection with these matters because any potential loss is not currently probable and reasonably estimable. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.

Diabetes Pump Retainer Ring Litigation

Starting in fiscal year 2021, plaintiffs began filing lawsuits against the Diabetes operating unit in U.S. state and federal courts alleging personal injury from Series 600 insulin pumps with allegedly defective clear retainer rings that were subject to field corrective actions in 2019 and 2021. As of October 31, 2025, after a number of recent dismissals, there are seven lawsuits filed on behalf of 14 individuals. Plaintiffs’ firms previously notified the Company that they may file additional lawsuits in the future on behalf of several thousand additional claimants. Most of the filed suits are coordinated in California state court. The Company recognized certain litigation charges in the first quarter of fiscal year 2026 in connection with certain of these matters, and the Company's accrued expenses for these matters are included within accrued litigation as of October 24, 2025 as discussed above.

Antitrust Matters

Applied Medical

The Company is a defendant in civil antitrust litigation brought by Applied Medical Resources Corporation in the U.S. District Court for the Central District of California, alleging that the Company has engaged in anticompetitive and monopolistic conduct relating to its sales of advanced bipolar devices, including under contracts with group purchasing organizations. On August 15, 2025, the court denied the Company's motion for summary judgment concluding that there are disputed factual issues to be resolved at trial. Trial is set to begin on or shortly after January 20, 2026. The Company has not recorded an expense related to damages in connection with this matter because any potential loss is not currently probable and reasonably estimable. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from this matter.

Environmental Proceedings

The Company is a successor to several investigation and cleanup actions at various stages related to environmental remediation matters at a number of sites, including in Orrington, Maine. These projects relate to a variety of activities, including removal of solvents, metals and other hazardous substances from soil and groundwater. The ultimate cost of site cleanup and timing of future cash flows is difficult to predict given uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The Company is also a successor to a party named in a lawsuit filed in the U.S. District Court for the District of Maine in the early 2000's by the Natural Resources Defense Council and the Maine People's Alliance relating to mercury contamination of the Penobscot River and Bay and options for remediating such contamination. In October 2022, the court issued a final order approving the settlement and the parties are working with consultants on implementation of remedial activities. The final court order did not result in a change to the Company's previous accrual for this matter.

The Company's accrued expenses for these various environmental proceedings are included within accrued litigation as discussed above.

Anti-Corruption Matters

The Company has regular and ongoing interactions with governmental agencies, and its practice is to cooperate with such inquiries. In addition, from time to time, the Company self-discloses potential concerns to governmental regulators. Like many in the medical device industry or with international operations, the Company engages in periodic discussions with the U.S. Securities and Exchange Commission, U.S. Department of Justice, and various authorities in other countries regarding certain activities in different global markets. The Company is committed to regularly evaluating and, as appropriate, strengthening its anti-corruption compliance programs and practices. Any possible future determination that certain of our operations and activities, and/or those of our third-party distributors, are not in compliance with existing laws could result in the imposition of fines, penalties, and equitable remedies in the United States or in other jurisdictions. The Company has not recorded an expense in connection with these matters because any potential loss is not currently probable and reasonably estimable. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.

Other Matters

Italian Payback

In 2015, “payback” legislation was enacted in Italy requiring companies selling medical devices to make payments to the Italian state if Italy’s medical device expenditures exceed annual regional maximum ceilings. The payment amounts are calculated based upon the amount by which the regional ceilings were exceeded for any given year. There has been significant scrutiny on the legality and enforceability of the payback law since its inception, and litigation challenging the law has been proceeding through the Italian Courts. Since the law was enacted, the Company has recognized an estimate for the amount of variable consideration.

In July 2024, two rulings by the Constitutional Court of Italy found that the medical device payback law is constitutional. Therefore, the Company increased its liability pertaining to certain prior years since 2015 by $90 million during the six months ended October 25, 2024, as a reduction to net sales in the consolidated statements of income.

In June 2025, the Italian government published a legislative decree confirming a reduction of the amounts due for years 2015 to 2018. The decree was formalized into law in August 2025. As a result, the Company decreased its liability pertaining to these years by $39 million during the six months ended October 24, 2025, as an increase to net sales in the consolidated statements of income. Discussions are ongoing between the Italian government and industry groups related to the applicability of this legislation for years 2019 and beyond, as such, it is possible that the amount of the Company’s liability could materially differ from the amount currently accrued.

Contract Termination with Blackstone

As described in Note 4, the Company is party to various research and development funding arrangements with Blackstone, which are subject to certain termination provisions. During fiscal year 2025, the parties negotiated a contractual dispute resolution under one of the funding arrangements. As a result, the Company recognized certain litigation charges in connection with the resolution and included the accrued litigation charge in other accrued expenses on the consolidated balance sheets as of April 25, 2025. Termination charges related to one of the Blackstone Agreements were paid in the first quarter of fiscal year 2026.

Mallinckrodt Bankruptcy Litigation

Certain of the Company’s affiliates are defendants in a lawsuit brought by a trust created in the bankruptcy of Mallinckrodt PLC (the “Trust”) in Delaware bankruptcy court. The Trust claims that Covidien spun off its pharmaceuticals business, Mallinckrodt, in 2013 to avoid potential liability relating to opioids. In January 2024, the Delaware bankruptcy court granted in part and denied in part an early-stage motion to dismiss all claims, finding that the claims alleging actual fraudulent transfer and alter ego or related liability could go forward, while dismissing the claims alleging constructive fraudulent transfer and breaches of fiduciary duty. In August 2025, the court granted in part and denied in part a motion for summary judgment filed by the Company’s affiliates arguing the Trust’s claims should be dismissed as a matter of law based on application of a safe harbor provision of the bankruptcy code. The case will now proceed to discovery into the merits of the Trust’s intentional fraudulent transfer and related claims. The Company’s affiliates believe they have substantial legal and factual defenses and intend to defend themselves vigorously. The Company has not recorded a liability in connection with this matter because any potential loss is not currently probable and reasonably estimable. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from this matter.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Income Taxes

In March 2009, the IRS issued its audit report on Medtronic, Inc. for fiscal years 2005 and 2006. Medtronic, Inc. reached agreement with the IRS on some, but not all matters related to these fiscal years. The remaining unresolved issue for fiscal years 2005 and 2006 relates to the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico, which is one of the Company's key manufacturing sites. The Tax Court reviewed this dispute, and in June 2016, issued an opinion with respect to the allocation of income between the parties for fiscal years 2005 and 2006 whereby it generally rejected the IRS’s position, but also made certain modifications to the Medtronic, Inc. tax returns as filed. In April 2017, the IRS filed a Notice of Appeal to the U.S. Court of Appeals for the Eighth Circuit regarding the Tax Court opinion. The U.S. Court of Appeals issued its opinion in August 2018 and remanded the case back to the Tax Court for additional factual findings. The Tax Court issued its second opinion in August 2022, the IRS filed a Notice of Appeal to the U.S. Court of Appeals for the Eighth Circuit in September 2023, and Medtronic subsequently filed a cross-appeal in October 2023. In September 2025, the Appellate Court remanded the case back to the Tax Court for additional proceedings.

The IRS has issued its audit reports on Medtronic, Inc. for fiscal years 2007 through 2016. Medtronic, Inc. and the IRS have reached agreement on all significant issues except for the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico for the businesses that are the subject of the U.S. Tax Court matter for fiscal years 2005 and 2006.

Medtronic, Inc.’s fiscal years 2017 through 2023 U.S. federal income tax returns are currently being audited by the IRS.

Covidien LP (a wholly owned subsidiary of Medtronic plc) has either reached agreement with the IRS or the statute of limitations has lapsed on its U.S. federal income tax returns through fiscal year 2021. Covidien LP’s fiscal year 2023 federal income tax return is currently being audited by the IRS.

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

Refer to Note 11 for additional discussion of income taxes.

Guarantees

In the normal course of business, the Company and/or its affiliates periodically enter into agreements that require one or more of the Company and/or its affiliates to indemnify customers or suppliers for specific risks, such as claims for injury or property damage arising as a result of the Company or its affiliates’ products, the negligence of the Company's personnel, or claims alleging that the Company's products infringe on third-party patents or other intellectual property. The Company also offers warranties on various products. The Company’s maximum exposure under these guarantees is unable to be estimated. Historically, the Company has not experienced significant losses on these types of guarantees.

We also enter into standby letters of credit agreements, bank guarantees, and surety bonds with financial institutions to support various performance and other obligations, as well as ongoing tax matters. As of October 24, 2025, the aggregated amount outstanding under these instruments was approximately $1.3 billion.

The Company believes the ultimate resolution of the above guarantees is not expected to have a material effect on the Company’s consolidated earnings, financial position, and/or cash flows.

17. Segment and Geographic Information

The Company has four reportable segments: Cardiovascular Portfolio, Neuroscience Portfolio, Medical Surgical Portfolio, and Diabetes Operating Unit. The chief operating decision maker (CODM) is our Chief Executive Officer (CEO) and has chosen to organize the entity based upon therapy solutions provided by each segment. The four reportable segments are strategic businesses that are managed separately, as each one develops and manufactures products and provides services oriented toward targeted therapy solutions.

The CODM measures and evaluates segment performance and allocates resources based on net sales and segment operating profit. Net sales include end-customer revenues from products developed, manufactured, and distributed by the segments. Significant expense categories include cost of products sold excluding amortization of intangible assets, research and development expense, and selling, general, and administrative expenses. The CODM uses segment operating profit in the budget and forecasting process and to monitor budget and forecast variances versus actual when assessing segment performance and allocating capital resources to each segment.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Segment operating profit excludes interest income and expense, amortization of intangible assets, currency impact of remeasurement and hedging recorded in other operating expense (income), net, non-operating income or expense items, and other items not allocated to the segments. During the first quarter of fiscal year 2026, the segment operating profit utilized by the CODM to evaluate segment performance and allocate resources changed to include allocations of certain corporate expenses, stock-based compensation, and centralized distribution expenses. For the three and six months ended October 25, 2024, segment operating profit includes allocations of $1.0 billion and $1.9 billion, respectively, of corporate, stock-based compensation and centralized distribution expenses that were previously excluded from segment operating profit. Prior period information has been recast to conform to the current classification.

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in Note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 25, 2025. Certain depreciable assets may be recorded by one segment, while the depreciation expense is allocated to another segment. The allocation of depreciation expense is based on the proportion of the assets used by each segment.

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

Segment Operating Profit


	Three months ended October 24, 2025
(in millions)	Cardiovascular		Neuroscience		Medical Surgical		Diabetes		Total
Net sales	$	3,436	$	2,562	$	2,171	$	757	$	8,926
Reconciliation of revenues
Other operating segment net sales(1)									35

Total consolidated net sales									$	8,961

Less:
Cost of products sold, excluding amortization of intangible assets	1,134		772		831		316		3,053
Research and development expense	299		167		181		108		754
Selling, general, and administrative expense	1,143		874		627		279		2,923
Other segment items(2)	(17)		9		2		1		(5)
Reportable segment operating profit	$	877	$	740	$	531	$	53	$	2,201
Reconciliation of segment profit / (loss)
Other operating segment profit(1)									9
Currency and other									(47)
Interest expense, net									(181)
Other non-operating income, net									92
Amortization of intangible assets									(463)
Restructuring and associated costs									(13)



Income before income taxes									$	1,597

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)


	Three months ended October 25, 2024
(in millions)	Cardiovascular		Neuroscience		Medical Surgical		Diabetes		Total
Net sales	$	3,102	$	2,451	$	2,128	$	686	$	8,366
Reconciliation of revenues
Other operating segment net sales(1)									37

Total consolidated net sales									$	8,403

Less:
Cost of products sold, excluding amortization of intangible assets	1,050		739		819		288		2,896
Research and development expense	256		158		171		109		693
Selling, general, and administrative expense	1,021		834		609		266		2,729
Other segment items(2)	(7)		(4)		5		(9)		(16)
Reportable segment operating profit	$	781	$	725	$	525	$	33	$	2,065
Reconciliation of segment profit / (loss)
Other operating segment profit(1)									12
Currency and other									(37)
Interest expense, net									(209)
Other non-operating income, net									173
Amortization of intangible assets									(413)
Restructuring and associated costs									(46)
Acquisition and divestiture-related items									25

Medical device regulations									(12)

Income before income taxes									$	1,559

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

(2)Other segment items for the Cardiovascular, Neuroscience, and Medical Surgical segments include royalty expense. The Cardiovascular segment for both periods and the Diabetes segment for the three months ended October 25, 2024 also include income from funded research and development arrangements.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)


	Six months ended October 24, 2025
(in millions)	Cardiovascular		Neuroscience		Medical Surgical		Diabetes		Total
Net sales	$	6,721	$	4,978	$	4,255	$	1,478	$	17,432
Reconciliation of revenues
Other operating segment net sales(1)									68
Other adjustments(2)									39
Total consolidated net sales									$	17,539

Less:
Cost of products sold, excluding amortization of intangible assets	2,267		1,493		1,645		619		6,025
Research and development expense	579		324		349		228		1,480
Selling, general, and administrative expense	2,202		1,705		1,233		553		5,694
Other segment items(3)	(32)		10		3		(1)		(19)
Reportable segment operating profit	$	1,705	$	1,445	$	1,024	$	79	$	4,253
Reconciliation of segment profit / (loss)
Other operating segment profit(1)									19
Currency and other									(94)
Interest expense, net									(357)
Other non-operating income, net									125
Amortization of intangible assets									(922)
Restructuring and associated costs									(79)
Acquisition and divestiture-related items									(58)
Certain litigation charges, net									(27)
Other adjustments(2)									39
Income before income taxes									$	2,898

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)


	Six months ended October 25, 2024
(in millions)	Cardiovascular		Neuroscience		Medical Surgical		Diabetes		Total
Net sales	$	6,108	$	4,768	$	4,123	$	1,333	$	16,333
Reconciliation of revenues
Other operating segment net sales(1)									75
Other adjustments(2)									(90)
Total consolidated net sales									$	16,318

Less:
Cost of products sold, excluding amortization of intangible assets	2,048		1,396		1,597		560		5,601
Research and development expense	513		311		332		209		1,366
Selling, general, and administrative expense	1,999		1,642		1,200		525		5,366
Other segment items(3)	(14)		7		10		(18)		(15)
Reportable segment operating profit	$	1,561	$	1,412	$	984	$	58	$	4,015
Reconciliation of segment profit / (loss)
Other operating segment profit(1)									26
Currency and other									(48)
Interest expense, net									(376)
Other non-operating income, net									330
Amortization of intangible assets									(827)
Restructuring and associated costs									(108)
Acquisition and divestiture-related items									13
Certain litigation charges, net									(81)
Medical device regulations									(27)
Other adjustments(2)									(90)
Income before income taxes									$	2,827

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

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

(3)Other segment items for the Cardiovascular, Neuroscience, and Medical Surgical segments include royalty expense. The Cardiovascular segment for both periods and the Diabetes segment for the six months ended October 25, 2024 also include income from funded research and development arrangements.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Total Assets


(in millions)	October 24, 2025		April 25, 2025
Cardiovascular	$	16,663	$	16,548
Neuroscience	18,479		18,476
Medical Surgical	32,984		33,317
Diabetes	4,271		4,136
Total reportable segments	72,397		72,476
Other operating segment(1)	216		296
Corporate	18,732		18,906
Total	$	91,346	$	91,680

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

Depreciation Expense


	Three months ended				Six months ended
(in millions)	October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024
Cardiovascular	$	56	$	56	$	120	$	111
Neuroscience	79		71		156		136
Medical Surgical	53		51		107		101
Diabetes	32		27		63		51
Total reportable segments	221		205		445		399

Corporate	61		57		125		110
Total	$	282	$	262	$	571	$	510

Geographic Information

Net sales are attributed to the country based on the location of the customer taking possession of the products or in which the services are rendered. The following table presents net sales for the three and six months ended October 24, 2025 and October 25, 2024 for the Company's country of domicile, countries with significant concentrations, and all other countries:


	Three months ended				Six months ended
(in millions)	October 24, 2025		October 25, 2024		October 24, 2025		October 25, 2024
Ireland	$	35	$	29	$	68	$	59

United States	4,516		4,304		8,741		8,387
Rest of world	4,410		4,070		8,730		7,872
Total other countries, excluding Ireland	8,926		8,374		17,471		16,259
Total	$	8,961	$	8,403	$	17,539	$	16,318

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

UNDERSTANDING OUR FINANCIAL INFORMATION

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 six months ended October 24, 2025. Amounts reported in millions within this quarterly report are computed based on the amounts in thousands, and therefore, the sum of the components may not equal the total amount reported in millions due to rounding. Additionally, certain columns and rows within tables may not sum due to rounding.

Financial Trends

Throughout this Management’s Discussion and Analysis, we present certain financial measures that facilitate management's review of the operational performance of the Company and as a basis for strategic planning; however, such financial measures are not presented in our financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S.) (U.S. GAAP). These financial measures are considered "non-GAAP financial measures" and are intended to supplement, and should not be considered as superior to, financial measures presented in accordance with U.S. GAAP. 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).

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). 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.

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. GAAP.

EXECUTIVE LEVEL OVERVIEW

Medtronic is the leading global healthcare technology company — alleviating pain, restoring health, and extending life for millions of people around the world. 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 October 24, 2025 and October 25, 2024 and operating cash flow for the six months ended October 24, 2025 and October 25, 2024:

GAAP to Non-GAAP Reconciliations

The tables below present our GAAP to Non-GAAP reconciliations for the three months ended October 24, 2025 and October 25, 2024:

Three months ended October 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

1,597

Medtronic plc 10-Q