Financial Analysis

Financing Arrangements Current debt obligations consisted of the following: (in millions) April 24, 2026 April 25, 2025 Bank borrowings $ 22 $ 13 1.125 percent eight -year 2019 senior notes 1,760 0.250 percent six -year 2019 senior notes 1,142 0.000 percent five -year 2020 senior notes 1,142 2.625 percent three -year 2022 senior notes 571 Finance lease obligations 6 6 Current debt obligations $ 1,788 $ 2,874 Commercial Paper In January 2015, Medtronic Global Holdings S.C.A. (Medtronic Luxco), an entity organized under the laws of Luxembourg, entered into various agreements pursuant to which Medtronic Luxco may issue United States Dollar-denominated unsecured commercial paper notes (the 2015 CP Program) on a private placement basis, and in January 2020, Medtronic Luxco entered into various agreements pursuant to which Medtronic Luxco may issue Euro-denominated unsecured commercial paper notes (the 2020 CP Program) on a private placement basis. The maximum aggregate amount outstanding at any time under the 2015 CP Program and the 2020 CP Program together may not exceed the equivalent of $3.5 billion. The Company and Medtronic, Inc. have guaranteed the obligations of Medtronic Luxco under the 2015 CP Program and the 2020 CP Program. There was no commercial paper outstanding at April 24, 2026 and April 25, 2025. During fiscal years 2026 and 2025, the weighted average interest rate was 4.17 percent and 5.02 percent, respectively. The issuance of commercial paper reduces the amount …

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The table below illustrates net sales by segment and division and by market geography for fiscal years 2026, 2025, and 2024. The U.S. revenue includes United States and U.S. territories, and the international revenue includes all other non-U.S. countries. Worldwide Fiscal Year (in millions) 2026 2025 2024 Cardiac Rhythm & Heart Failure $ 7,504 $ 6,392 $ 5,995 Structural Heart & Aortic 3,817 3,554 3,358 Coronary & Peripheral Vascular 2,656 2,535 2,478 Cardiovascular 13,976 12,481 11,831 Cranial & Spinal Technologies 5,222 4,973 4,756 Specialty Therapies 2,997 2,940 2,905 Neuromodulation 2,068 1,932 1,746 Neuroscience 10,287 9,846 9,406 Surgical & Endoscopy 6,764 6,498 6,508 Acute Care & Monitoring 2,051 1,909 1,908 Medical Surgical 8,815 8,407 8,417 Reportable segment net sales 33,079 30,734 29,654 Diabetes 3,112 2,755 2,488 Other operating segment (1) 135 137 221 Other adjustments (2) 39 (90) Total net sales $ 36,364 $ 33,537 $ 32,364 U.S. International Fiscal Year (in millions) 2026 2025 2024 2026 2025 2024 Cardiovascular $ 6,435 $ 5,804 $ 5,597 $ 7,541 $ 6,677 $ 6,234 Neuroscience 6,875 6,713 6,305 3,412 3,133 3,101 Medical Surgical 3,778 3,664 3,717 5,037 4,744 4,700 Reportable segment net sales 17,088 16,181 15,619 15,991 14,553 14,035 Diabetes 934 923 852 2,178 1,832 1,636 Other operating segment (1) 81 68 91 54 70 131 Other adjustments (2) 39 (90) Total net sales $ 18,103 $ 17,171 $ 16,562 $ 18,261 $ 16,365 $ 15,802 (1) Includes operations and on …

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Stock Purchase and Award Plans In fiscal year 2026, the Company granted stock awards under the 2021 Medtronic plc Long Term Incentive Plan (2021 Plan). The 2021 Plan provides for the grant of non-qualified and incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other stock and cash-based awards. At April 24, 2026, there were approximately 54 million shares available for future grants under the 2021 Plan. Stock-Based Compensation Expense The following table presents the components and classification of stock-based compensation expense recognized for stock options, restricted stock, performance share units, and employee stock purchase plan (ESPP) in fiscal years 2026, 2025, and 2024: Fiscal Year (in millions) 2026 2025 2024 Stock options $ 61 $ 66 $ 76 Restricted stock 237 216 184 Performance share units 124 111 97 Employee stock purchase plan 35 35 36 Total stock-based compensation expense 457 429 393 Income tax benefits (76) (70) (64) Total stock-based compensation expense, net of tax $ 381 $ 358 $ 329 Stock Options Options are granted at the exercise price, which is equal to the closing price of the Companys ordinary shares on the grant date. The majority of the Companys options are non-qualified options with a ten-year life and a four-year ratable vesting term. The Company uses the Black-Scholes option pricing model (Black-Scholes model) to determine the fair value of stock options at the grant date. The fair …

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Goodwill and Other Intangible Assets Goodwill The following table presents the changes in the carrying amount of goodwill by reportable segment and goodwill assigned to the other operating segments: (in millions) Cardiovascular Neuroscience Medical Surgical Reportable Segments Other Operating Segments Total April 26, 2024 $ 7,966 $ 11,644 $ 19,121 $ 38,731 $ 2,255 $ 40,986 Goodwill as a result of acquisitions 108 108 108 Purchase accounting adjustments 2 (2) Currency translation and other 50 72 521 643 1 643 April 25, 2025 8,017 11,716 19,748 39,482 2,255 41,737 Goodwill as a result of acquisitions 555 555 555 Currency translation and other 30 61 204 295 295 April 24, 2026 $ 8,602 $ 11,777 $ 19,953 $ 40,332 $ 2,256 $ 42,587 The Company did not recognize any goodwill impairment charges during fiscal years 2026, 2025, or 2024. Intangible Assets The following table presents the gross carrying amount and accumulated amortization of intangible assets: April 24, 2026 April 25, 2025 (in millions) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Definite-lived: Customer-related $ 16,559 $ (10,596) $ 16,550 $ (9,650) Purchased technology and patents 11,875 (8,319) 11,600 (7,514) Trademarks and tradenames 422 (295) 421 (283) Other 373 (126) 355 (101) Total $ 29,229 $ (19,336) $ 28,925 $ (17,547) Indefinite-lived: IPR&D $ 253 $ $ 289 $ The Company did not recognize any definite-lived intangible asset impairment charges during fiscal years …

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Income Taxes As a result of the prospective adoption of ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, certain tables are presented in a different format not comparable to prior year disclosures, and certain data contained within the tables may be presented differently than in prior years. In conjunction with the prospective adoption of ASU 2023-09, the fiscal year 2026 disclosures include using Ireland, and its statutory tax rate of 12.5%, as the starting point for several disclosures as it is the Company's country of domicile; which now represents the 2026 Domestic amounts below. The income tax provision is based on income before income taxes reported for financial statement purposes. The components of income before income taxes, based on tax jurisdiction, are as follows: Fiscal Year (in millions) 2026 Domestic (Ireland) $ 746 Foreign 5,390 Income before income taxes $ 6,136 The following table presents the required disclosures prior to the Companys adoption of ASU 2023-09: Fiscal Year (in millions) 2025 2024 Domestic (U.S.) $ 1,037 $ 750 International 4,591 4,087 Income before income taxes $ 5,628 $ 4,837 The income tax provision consists of the following: Fiscal Year (in millions) 2026 Current tax expense: Domestic (Ireland) $ 155 Foreign 1,113 Total current tax expense 1,268 Deferred tax (benefit) expense: Domestic (Ireland) (123) Foreign 154 Net deferred tax expense 31 Income tax provision $ 1,299 Fiscal Year (in millions) 2025 2024 Curre …

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Leases The Company leases office, manufacturing, and research facilities and warehouses, as well as transportation, data processing, and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement, the Company recognizes a right-of-use asset and lease liability. Right-of-use assets represent the Company's right to use the underlying asset for the lease term. Lease liabilities are the Company's obligation to make the lease payments arising from a lease. As the Companys leases typically do not provide an implicit rate, the Companys lease liabilities are measured on a discounted basis using the Company's incremental borrowing rate. Lease terms used in the recognition of right-of-use assets and lease liabilities include only options to extend the leases that are reasonably certain to be exercised. Additionally, lease terms underlying the right-of-use assets and lease liabilities consider terminations that are reasonably certain to be executed. The Company's lease agreements include leases that have both lease and associated nonlease components. The Company has elected to account for lease components and the associated nonlease components as a single lease component. The consolidated balance sheets do not include recognized assets or liabilities for leases that, at the commencement date, have a term of twelve months or less and do not include an option to purchase the underlying asset that is reasonably certain to …

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"Recently Adopted Accounting Standards Income Taxes In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures. The Company adopted this guidance prospectively beginning in the fourth quarter of fiscal year 2026. The adoption of this standard did not have a material impact on the Company's consolidated financial statements but did require additional disclosures. Refer to Note 13 for additional information. Not Yet Adopted Accounting Standards 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 ""p …

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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 expense related to these plans was $469 million, $466 million, and $451 million in fiscal years 2026, 2025, and 2024, respectively. In the U.S., the Company maintains qualified pension plans designed to provide guaranteed minimum retirement benefits to all eligible U.S. participants. Pension coverage for non-U.S. employees is provided, to the extent deemed appropriate, through separate plans. In addition to the benefits provided under the qualified pension plan, retirement benefits associated with wages in excess of the IRS allowable limits are provided to certain employees under a non-qualified plan. U.S. and Puerto Rico employees are also eligible to receive a medical benefit component, in addition to normal retirement benefits, through the Companys post-retirement benefits. At April 24, 2026 and April 25, 2025, the funded status of the Companys benefit plans was $724 million overfunded and $440 million overfunded, respectively. Defined Benefit Pension Plans The change in benefit obligation and funded status of the Companys U.S. and Non-U.S. pension benefits are as follows: U.S. Pension Benefits (1) Non-U.S. Pension Benefits Fiscal Year Fiscal Year (in millions) 2026 2025 …

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Restructuring Charges In fiscal years 2026, 2025, and 2024, the Company incurred $370 million, $303 million and $389 million, respectively, of restructuring, associated, and other costs primarily related to employee termination benefits, facility related and contract termination costs, and asset write offs. MiniMed Restructuring Actions In December 2025, the Board of Directors approved a series of restructuring actions designed to support the separation and position of both Medtronic and MiniMed by enabling greater strategic focus, improving operational efficiency, aligning organizational structures of each, and driving long-term business growth and efficiencies in the individual organizations. The restructuring actions are expected to result in pre-tax restructuring charges of approximately $300 million to $500 million, to be incurred at varying intervals between the third quarter of fiscal year 2026 and the finalization of the Transition Services Agreement (which governs services to be provided to MiniMed by Medtronic, and which will conclude no later than 24 months following the March 9, 2026 MiniMed IPO). The expected completion date of these restructuring actions is fiscal year 2029. The restructuring activities include organizational realignments, workforce-related actions, and separation of duplicated shared services, locations, systems, and operational functions. Of the total actions, the Company anticipates that materially all of the charges will relate to employee t …

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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. Starting in the fourth quarter of fiscal year 2026, the Diabetes Business is no longer considered a reportable segment. Prior period net sales have been recast to conform to the new presentation. The table below illustrates net sales by segment and division and by market geography for fiscal years 2026, 2025, and 2024. The U.S. revenue includes United States and U.S. territories, and the international revenue includes all other non-U.S. countries. Worldwide Fiscal Year (in millions) 2026 2025 2024 Cardiac Rhythm & Heart Failure $ 7,504 $ 6,392 $ 5,995 Structural Heart & Aortic 3,817 3,554 3,358 Coronary & Peripheral Vascular 2,656 2,535 2,478 Cardiovascular 13,976 12,481 11,831 Cranial & Spinal Technologies 5,222 4,973 4,756 Specialty Therapies 2,997 2,940 2,905 Ne …

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Segment and Geographic Information The Company had changes to its reportable segments during the fourth quarter of fiscal year 2026. Although the Diabetes Business did not historically meet the quantitative thresholds to be considered a reportable segment, the Company has historically presented the Diabetes Business as a reportable segment because management deemed the information useful to investors. As a result of the MiniMed IPO, management no longer believes segment information about the Diabetes Business is useful to investors given the temporary nature of ownership as the Company has stated its intent to divest its remaining interest in MiniMed within the next fiscal year and the lack of strategic significance to ongoing operations. The Diabetes Business operating segment results are aggregated with the Other operating segment within the reconciliations below. Prior period information has been recast to conform to the current presentation. As of April 24, 2026, the Company has three reportable segments: Cardiovascular Portfolio, Neuroscience Portfolio, and Medical Surgical Portfolio. The chief operating decision maker (CODM) is our Chief Executive Officer (CEO) and has chosen to organize the entity based upon therapy solutions provided by each segment. The three reportable segments are strategic businesses that are managed separately, as each one develops and manufactures products and provides services oriented toward targeted therapy solutions. The primary products and …

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"Summary of Significant Accounting Policies Nature of Operations Medtronic plc (Medtronic or the Company) is the leading global healthcare technology company alleviating pain, restoring health, and extending life for millions of people around the world. The Company provides innovative products and therapies to serve healthcare systems, physicians, clinicians, and patients. Medtronic was founded in 1949 and is headquartered in Galway, Ireland. In May 2025, the Company announced its intent to separate the Diabetes Business, with the intention to create a new independent, publicly traded company, MiniMed Group, Inc. (MiniMed). On March 9, 2026, MiniMed completed an initial public offering (the IPO). Due to the Company retaining a controlling financial interest, the consolidated financial statements include the financial results of MiniMed. Refer to Note 20 for additional information on the MiniMed separation. Principles of Consolidation The 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 fully eliminated in consolidation. Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. Amounts reported in millions within this annual report are computed based on t …

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"Shareholders Equity Share Capital Medtronic plc is authorized to issue 2.6 billion Ordinary Shares, $0.0001 par value; 40 thousand Euro Deferred Shares, 1.00 par value; 127.5 million Preferred Shares, $0.20 par value; and 500 thousand A Preferred Shares, $1.00 par value. Euro Deferred Shares The authorized share capital of the Company includes 40 thousand Euro Deferred Shares, with a par value of 1.00 per share. At April 24, 2026, no Euro Deferred Shares were issued or outstanding. Preferred Shares The authorized share capital of the Company includes 127.5 million of Preferred Shares, with a par value of $0.20 per share. At April 24, 2026, no Preferred Shares were issued or outstanding. A Preferred Shares The authorized share capital of the Company includes 500 thousand A Preferred Shares, with a par value of $1.00 per share. At April 24, 2026, no A Preferred Shares were outstanding. Dividends The timing, declaration, and payment of future dividends to holders of the Company's ordinary shares falls within the discretion of the Company's Board of Directors and depends upon many factors, including the statutory requirements of Irish law, the Company's earnings and financial condition, the capital requirements of the Company's businesses, industry practice and any other factors the Board of Directors deems relevant. Ordinary Share Repurchase Program Shares are repurchased on occasion to support the Companys stock-based compensation programs and to return capital to shareholders …

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Subsequent Events Subsequent to year-end, on May 20, 2026, the Company announced its intent to acquire all outstanding equity of SPR Therapeutics, Inc., a privately held medical technology company. The acquisition enhances the Neuromodulation division within the Neuroscience portfolio with temporary peripheral nerve stimulation (PNS) technology, enabling earlier intervention for chronic pain sufferers. We expect consideration for the business to be approximately $650 million subject to customary closing adjustments. The acquisition is expected to close in the first half of fiscal year 2027, subject to regulatory approvals and satisfaction of other closing conditions.

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