Medtronic Annual Report 2023

FY2023 Annual Report · Medtronic

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

☒

☐

Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934.
For the fiscal year ended April 28, 2023.

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

Commission File No. 1-36820

Medtronic plc

(Exact name of registrant as specified in its charter)

Ireland
(State or other jurisdiction of incorporation or
organization)

98-1183488
(I.R.S. Employer Identification No.)

20 On Hatch, Lower Hatch Street
Dublin 2, 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

0.250% Senior Notes due 2025

0.000% Senior Notes due 2025

2.625% Senior Notes due 2025

1.125% Senior Notes due 2027

0.375% Senior Notes due 2028

3.000% Senior Notes due 2028

1.625% Senior Notes due 2031

1.000% Senior Notes due 2031

3.125% Senior Notes due 2031

0.750% Senior Notes due 2032

3.375% Senior Notes due 2034

2.250% Senior Notes due 2039

1.500% Senior Notes due 2039

1.375% Senior Notes due 2040

1.750% Senior Notes due 2049

1.625% Senior Notes due 2050

MDT

MDT/25

MDT/25A

MDT/25B

MDT/27

MDT/28

MDT/28A

MDT/31

MDT/31A

MDT/31B

MDT/32

MDT/34

MDT/39A

MDT/39B

MDT/40A

MDT/49

MDT/50

New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

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 ☐

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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 (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit 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 definition 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 ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has ﬁled a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
ﬁrm that prepared or issued its audit report. Yes ☒ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Aggregate market value of voting and non-voting common equity of Medtronic plc held by non-affiliates of the registrant as of October 28, 2022,
based on the closing price of $86.82 as reported on the New York Stock Exchange: approximately $115.5 billion. Number of Ordinary Shares
outstanding on June 16, 2023: 1,330,405,428

Portions of the registrant’s Proxy Statement for its 2023 Annual General Meeting are incorporated by reference into Part III hereof.

DOCUMENTS INCORPORATED BY REFERENCE

Item

Business

1A.

Risk Factors

1B.

Unresolved Staff Comments

TABLE OF CONTENTS

Description

PART I

Properties

Legal Proceedings

Mine Safety Disclosures

Market for Medtronic’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities

(Reserved)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

PART II

7A.

Quantitative and Qualitative Disclosures About Market Risk

Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm (PCAOB ID 238)

Consolidated Financial Statements

Notes to the Consolidated Financial Statements

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

9A.

Controls and Procedures

9B.

Other Information

10.

11.

12.

13.

14.

15.

16.

Directors, Executive Officers, and Corporate Governance

Executive Compensation

PART III

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accounting Fees and Services

PART IV

Exhibits and Financial Statement Schedules

Form 10-K Summary

Signatures

Page

105

106

107

108

116

117

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, and other written reports of Medtronic plc, organized under the laws of Ireland (together with its
consolidated subsidiaries, Medtronic, the Company, or we, us, or our), and oral statements made by or with the approval of one of the
Company’s executive officers from time to time, may include “forward-looking” statements. All statements other than statements of
historical fact contained in this Annual Report on Form 10-K, including statements regarding our future results of operations and financial
position, business strategy and plans, objectives of management for future operations and current expectations or forecasts of future results,
are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may
cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements
expressed or implied by the forward-looking statements. Our forward-looking statements may include statements related to our growth and
growth strategies, developments in the markets for our products, therapies and services, financial results, product development launches and
effectiveness, research and development strategy, regulatory approvals, competitive strengths, the potential or anticipated direct or indirect
impact of COVID-19 ("COVID-19" or the "pandemic") on our business, results of operations and/or financial condition, restructuring and
cost-saving initiatives, intellectual property rights, litigation and tax matters, governmental proceedings and investigations, mergers and
acquisitions, divestitures, market acceptance of our products, therapies and services, accounting estimates, financing activities, ongoing
contractual obligations, working capital adequacy, value of our investments, our effective tax rate, our expected returns to shareholders, and
sales efforts. In some cases, such statements may be identified by the use of terminology such as “anticipate,” “believe,” “could,”
“estimate,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “plan,” “possible,” “potential,” “project,” “should,” “will,” and similar
words or expressions. Forward-looking statements in this Annual Report include, but are not limited to, statements regarding: our ability to
drive long-term shareholder value; development and future launches of products and continued or future acceptance of products, therapies
and services in our segments; expected timing for completion of research studies relating to our products; market positioning and
performance of our products, including stabilization of certain product markets; divestitures and the potential benefits thereof; the costs and
benefits of integrating previous acquisitions; anticipated timing for United States (U.S.) Food and Drug Administration (U.S. FDA) and
non-U.S. regulatory approval of new products; increased presence in new markets, including markets outside the U.S.; changes in the
market and our market share; acquisitions and investment initiatives, including the timing of regulatory approvals as well as integration of
acquired companies into our operations; the resolution of tax matters; the effectiveness of our development activities in reducing patient
care costs and hospital stay lengths; our approach towards cost containment; our expectations regarding healthcare costs, including potential
changes to reimbursement policies and pricing pressures; our expectations regarding changes to patient standards of care; our ability to
identify and maintain successful business partnerships; the elimination of certain positions or costs related to restructuring initiatives;
outcomes in our litigation matters and governmental proceedings and investigations; general economic conditions; the adequacy of available
working capital and our working capital needs; our payment of dividends and redemption of shares; the continued strength of our balance
sheet and liquidity; our accounts receivable exposure; and the potential impact of our compliance with governmental regulations and
accounting guidance.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends
that we believe may affect our business, results of operations, financial condition, and/or cash flows. These forward-looking statements
speak only as of the date of this Annual Report on Form 10-K and are subject to a number of risks, uncertainties and assumptions described
in the “Risk Factors” section and elsewhere in this Annual Report on Form 10-K. Because forward-looking statements are inherently subject
to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as
predictions of future events. One must carefully consider forward-looking statements and understand that such forward-looking statements
are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, and involve a variety of risks and
uncertainties, known and unknown, including, among others, those discussed in the sections entitled “Government Regulation” within “Item
1. Business” and “Item 1A. Risk Factors” in this Annual Report on Form 10-K, as well as those related to:

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competition in the medical device industry;
delays in regulatory approvals;
public health crises;
reduction or interruption in our supply;
failure to complete or achieve the intended benefits of acquisitions or divestitures;
adverse regulatory action;
laws and governmental regulations;
litigation results;
quality problems;
healthcare policy changes;
cybersecurity incidents;
international operations, including the impact of armed conflicts;
self-insurance;

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commercial insurance;
changes in applicable tax rates;
positions taken by taxing authorities;
decreasing selling prices and pricing pressure;
liquidity shortfalls;
fluctuations in currency exchange rates;
inflation; or
disruption of our current plans and operations.

Consequently, no forward-looking statement may be guaranteed, and actual results may vary materially from those projected in the forward-
looking statements. We intend to take advantage of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995
regarding our forward-looking statements and are including this sentence for the express purpose of enabling us to use the protections of the
safe harbor with respect to all forward-looking statements. While we may elect to update these forward-looking statements at some point in
the future, whether as a result of any new information, future events, or otherwise, we have no current intention of doing so except to the
extent required by applicable law.

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Item 1. Business

PART I

Medtronic plc, headquartered in Dublin, Ireland, is the leading global healthcare technology company. Medtronic was founded in 1949 and
today serves healthcare systems, physicians, clinicians, and patients in more than 150 countries worldwide. We remain committed to a
mission written by our founder in 1960 that directs us “to contribute to human welfare by the application of biomedical engineering in the
research, design, manufacture, and sale of products to alleviate pain, restore health, and extend life.”

Our Mission — to alleviate pain, restore health, and extend life — empowers insight-driven care and better outcomes for our world. We
remain committed to being recognized as a company of dedication, honesty, integrity, and service. Building on this strong foundation, we
are embracing our role as a healthcare technology leader and evolving our business strategy in four key areas:

•

Leveraging our pipeline to accelerate revenue growth: The combination of our good end markets, recent product launches and
robust pipeline is expected to continue accelerating our growth over both the near-and long-term. We aim to bring inventive and
disruptive technology to large healthcare opportunities which enables us to better meet patient needs. Patients around the world
deserve access to our life-saving products, and we are driven to use our local presence and scale to increase the adoption of our
products and services in markets around the globe.

Serving more patients by accelerating innovation driven growth and delivering shareholder value: We listen to our patients and
customers to better understand the challenges they face. From the patient journey, to creating agile partnerships that produce novel
solutions, to making it easier for our customers to deploy our therapies — everything we do is anchored in deep insight, and creates
simpler, superior experiences.

Creating and disrupting markets with our technology: We are confident in our ability to maximize new technology, artificial
intelligence (AI), and data and analytics to tailor therapies in real-time, facilitating remote monitoring and care delivery that
conveniently manages conditions, and creates new standards of care.

Empowering our operating units to be more nimble and more competitive: Our operating model, which was effective February
2021, simplified our organization to accelerate decision making, improve commercial execution, and more effectively leverage the
scale of our company.

We have four operating and reportable segments that primarily develop, manufacture, distribute, and sell device-based medical therapies
and services: the Cardiovascular Portfolio, the Medical Surgical Portfolio, the Neuroscience Portfolio, and the Diabetes Operating Unit. For
more information regarding our segments, please see Note 19 to the consolidated financial statements in "Item 8. Financial Statements and
Supplementary Data" in this Annual Report on Form 10-K.

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CARDIOVASCULAR PORTFOLIO

The Cardiovascular Portfolio is made up of the Cardiac Rhythm & Heart Failure, Structural Heart & Aortic, and Coronary & Peripheral
Vascular divisions. The primary medical specialists who use our Cardiovascular products include electrophysiologists, implanting
cardiologists, heart failure specialists, cardiovascular, cardiothoracic, and vascular surgeons, and interventional cardiologists and
radiologists.

Cardiac Rhythm & Heart Failure

Our Cardiac Rhythm & Heart Failure division includes the following Operating Units: Cardiac Rhythm Management; Cardiac Ablation
Solutions; and Cardiovascular Diagnostics and Services. The division develops, manufactures, and markets products for the diagnosis,
treatment, and management of heart rhythm disorders and heart failure. Our products include implantable devices, leads and delivery
systems, products for the treatment of atrial fibrillation (AF), products designed to reduce surgical site infections, and information systems
for the management of patients with Cardiac Rhythm & Heart Failure devices. Principal products and services offered include:

•

Implantable cardiac pacemakers including the Azure MRI SureScan, Adapta, Advisa MRI SureScan, and the Micra Transcatheter
Pacing System. The Micra Transcatheter Pacing System, which is leadless and does not have a subcutaneous device pocket like a
conventional pacemaker, includes the Micra VR and the Micra AV device families. Both of these pacemakers treat patients with
atrioventricular block.

Implantable cardioverter defibrillators (ICDs), including the Visia AF MRI SureScan, Evera MRI SureScan, Primo MRI, and the
Cobalt and Crome portfolio of BlueSync-enabled ICDs, as well as defibrillator leads, including the Sprint Quattro Secure lead.

Implantable cardiac resynchronization therapy devices (CRT-Ds and CRT-Ps) including the Claria/Amplia/Compia family of MRI
Quad CRT-D SureScan systems and the Cobalt and Crome portfolio of BlueSync-enabled CRT-Ds, as well as the Percepta/Serena/
Solara family of MRI Quad CRT-P SureScan systems.

Cardiac ablation products include a full suite of electrophysiology solutions to treat patients with arrhythmias, including
paroxysmal and persistent AF. The portfolio includes the Arctic Front Advanced Cardiac Cryoablation System, the DiamondTemp
Ablation system, a temperature controlled, irrigated radiofrequency ablation system, Sphere 9 catheter, the first of its kind with
high density mapping capabilities combined with radio frequency and pulsed field energies to deliver ablation lesions, and Affera
Mapping and Navigation System with Prism-1 software aimed at integrating clinical information to improve patient outcomes.

Insertable cardiac monitoring systems, including the Reveal LINQ and LINQ II. These devices are for patients who experience
transient symptoms such as dizziness, palpitation, syncope (fainting) and chest pain, which may indicate a cardiac arrhythmia that
requires long-term monitoring or ongoing management. The LINQ II device offers improved device longevity, remote
programming, unmatched accuracy and a streamlined workflow with AccuRhythm AI algorithms to reduce clinic workload and
data burden.

TYRX products, including the Cardiac and Neuro Absorbable Antibacterial Envelopes, which are designed to stabilize electronic
implantable devices and help prevent infection associated with implantable pacemakers and defibrillators.

Remote monitoring services and patient-centered software to enable efficient care coordination as well as services related to
hospital operational efficiency.

• Medtronic stopped the distribution and sale of the HVAD System in June 2021. We continue a support program for patients with

HVAD devices, and for caregivers and healthcare professionals who participate in their care.

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Structural Heart & Aortic

Our Structural Heart & Aortic division includes the following Operating Units: Structural Heart & Aortic and Cardiac Surgery. The division
includes therapies to treat heart valve disorders and aortic disease. Our devices include products for the repair and replacement of heart
valves, perfusion systems, positioning and stabilization systems for beating heart revascularization surgery, surgical ablation products, and
comprehensive line of products and therapies to treat aortic disease, such as aneurysms, dissections, and transections. Principal products
offered include:

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CoreValve family of aortic valves, including the Evolut PRO, Evolut PRO+, Evolut FX TAVR systems for transcatheter aortic
valve replacement.

Surgical valve replacement and repair products for damaged or diseased heart valves, including both tissue and mechanical valves;
blood-handling products that form a circulatory support system to maintain and monitor blood circulation and coagulation status,
oxygen supply, and body temperature during arrested heart surgery; and surgical ablation systems and positioning and stabilization
technologies.

Endovascular stent grafts and accessories, including the Endurant II Stent Graft System for the treatment of abdominal aortic
aneurysms, the Valiant Captivia Thoracic Stent Graft System for thoracic endovascular aortic repair procedures, and the Heli-FX
EndoAnchor System.

Transcatheter Pulmonary Valves, including Harmony Transcatheter Pulmonary Valve (TPV) and Delivery Catheter System and
Melody TPV/Ensemble II Delivery System.

Coronary & Peripheral Vascular

Our Coronary & Peripheral Vascular division includes the following Operating Units: Coronary & Renal Denervation and Peripheral
Vascular Health. The division is comprised of a comprehensive line of products and therapies to treat coronary artery disease as well as
peripheral vascular disease and venous disease. Our products include coronary stents and related delivery systems, including a broad line of
balloon angioplasty catheters, guide catheters, guide wires, diagnostic catheters, and accessories, peripheral drug coated balloons, stent and
angioplasty systems, carotid embolic protection systems for the treatment of vascular disease outside the heart, and products for superficial
and deep venous disease. Principal products offered include:

•

Percutaneous Coronary Intervention products including our Onyx Frontier and Resolute Onyx drug-eluting stents, Euphora
balloons, and Launcher guide catheters.

Percutaneous angioplasty balloons including the IN.PACT family of drug-coated balloons, vascular stents including the Abre
venous stent, directional atherectomy products including the HawkOne directional atherectomy system, and other procedure
support tools.

Products to treat superficial venous diseases in the lower extremities including the ClosureFast radiofrequency ablation system and
the VenaSeal Closure System.

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MEDICAL SURGICAL PORTFOLIO

The Medical Surgical Portfolio includes the Surgical and Respiratory, Gastrointestinal, & Renal divisions. Products and therapies of this
group are used primarily by healthcare systems, physicians' offices, ambulatory care centers, and other alternate site healthcare providers.
While less frequent, some products and therapies are also used in home settings.

Surgical Innovations

Our Surgical Innovations division includes the following Operating Units: Surgical Innovations and Surgical Robotics. The division
develops, manufactures, and markets advanced and general surgical products, including advanced stapling devices, vessel sealing
instruments, wound closure products, electrosurgery products, AI-powered surgical video and analytics platform, and robotic-assisted
surgery products, hernia mechanical devices, mesh implants, gynecology products, lung health and visualization, and therapies to treat
diseases and conditions that are typically, but not exclusively, addressed by surgeons. Principal products and services offered include:

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Advanced stapling and energy products, including the Tri-Staple technology platform for endoscopic stapling, including the Endo
GIA reloads and reinforced reloads with Tri-Staple Technology and the Endo GIA ultra universal stapler; the Signia Powered
Stapling System; the LigaSure Exact Dissector and L-Hook Laparoscopic Sealer/Divider; and the Sonicision 7 curved jaw cordless
ultrasonic dissection system.

Electrosurgical hardware and instruments, including the Valleylab FT10 energy platform, the Valleylab LS10 generator, and the
Force TriVerse electrosurgical pencils.

Robotic and digital surgery technologies including, the Hugo robotic-assisted surgery (RAS) system designed for a broad range of
soft-tissue procedures, and Touch Surgery Enterprise, the first-of-its-kind AI-powered surgical video management solution for the
operating room.

Products designed for the treatment of hernias, including the AbsorbaTack absorbable mesh fixation device for hernia repair, the
Symbotex composite mesh for surgical laparoscopic and open ventral hernia repair, and ProGrip Laparoscopic Self-Fixating Mesh,
a self-gripping, biocompatible solution for inguinal hernias.

Suture and wound closure products, including the V-Loc barbed sutures, the Polysorb braided absorbable sutures, and the Monosof
absorbable monofilament nylon sutures.

Respiratory, Gastrointestinal, & Renal

Our Respiratory, Gastrointestinal, & Renal division includes the following Operating Units: Respiratory Interventions; Patient Monitoring;
and Gastrointestinal. The division develops, manufactures, and markets products in the emerging fields of minimally invasive
gastrointestinal and hepatologic diagnostics and therapies, patient monitoring, and respiratory interventions including airway management
and ventilation therapies. Effective April 1, 2023, we have contributed our Renal Care Solutions (RCS) business as part of an agreement
with DaVita to form a new, independent kidney care-focused medical device company (“Mozarc Medical”). Principal products and services
offered include:

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Gastrointestinal and endoscopy products, including the GI Genius intelligent endoscopy module, the PillCam capsule endoscopy
systems, the Bravo calibration-free reflux testing systems, the Endoflip Impedance Planimetry System, the Emprint ablation system
with Thermosphere Technology, the ManoScan Bravo system, the Barrx platform through ablation with the Barrx 360 Express
catheter, the Cool-tip radiofrequency ablation system, the HET Bipolar System, the Beacon delivery system, and the Nexpowder
endoscopic hemostasis system.

Airway, ventilation, and inhalation therapies products, including the Puritan Bennett 980 and 840 ventilators, the Newport e360
and HT70 ventilators, the TaperGuard Evac tube, Shiley Endotracheal Tubes, Shiley Tracheostomy Tubes, McGRATH MAC
video laryngoscopes, and DAR Filters.

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Products focused on patient monitoring, including Nellcor pulse oximetry monitors and sensors, Microstream capnography
monitors, Bispectral Index (BIS) brain monitoring technology, INVOS cerebral/somatic oximetry systems, Vital Sync remote
monitoring, WarmTouch convective warming, and the RespArray patient monitor.

NEUROSCIENCE PORTFOLIO

The Neuroscience Portfolio is made up of the Cranial & Spinal Technologies, Specialty Therapies, and Neuromodulation divisions. The
primary medical specialists who use the products of this group include spinal surgeons, neurosurgeons, neurologists, pain management
specialists, anesthesiologists, orthopedic surgeons, urologists, urogynecologists, interventional radiologists, and ear, nose, and throat
specialists.

Cranial & Spinal Technologies

Our Cranial & Spinal Technologies division and Operating Unit develops, manufactures, and markets an integrated portfolio of devices and
therapies for surgical technologies designed to improve the precision and workflow of neuro procedures, and a comprehensive line of
medical devices and implants used in the treatment of the spine and musculoskeletal system. The division also provides biologic solutions
for the orthopedic markets and offers unique and highly differentiated imaging, navigation, power instruments, and robotic guidance
systems used in spine and cranial procedures. Principal products and services offered include:

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Neurosurgery products, including platform technologies, implant therapies, and advanced energy products through the Aible spine
technology ecosystem. This includes our StealthStation S8 Navigation System, Stealth Autoguide cranial robotic guidance
platform, O-arm Imaging System, Mazor X robotic guidance systems used in robot-assisted spine procedures, UNiD Adaptive
Spine Intelligence AI-driven technology, and our Midas Rex surgical drills, including our MR8 high-speed drill system.

Products to treat a variety of conditions affecting the spine, including degenerative disc disease, spinal deformity, spinal tumors,
fractures of the spine, and stenosis. These products include our CATALYFT PL expandable interbody spacers, CD Horizon
ModuLeX spinal system, and T2 STRATOSPHERE Expandable Corpectomy System. These products can also include titanium
interbody implants and surface technologies, such as our Adaptix interbody system and incorporated Titan Interbody Fusion
Device with nanoLOCK technology.

Products that facilitate less invasive thoracolumbar surgeries, including the CD HORIZON SOLERA VOYAGER Percutaneous
Fixation System and various retractor systems to access the spine through smaller incisions.

Products to treat conditions in the cervical region of the spine, including the ZEVO Anterior Cervical Plate System, the INFINITY
OCT System, and PRESTIGE LP Cervical Artificial Discs.

Biologic solutions products, including our INFUSE Bone Graft (InductOs in the European Union (E.U.)), which contains a
recombinant human bone morphogenetic protein-2, rhBMP-2, for certain spinal, trauma, and oral maxillofacial applications.

Demineralized bone matrix products, including MAGNIFUSE, GRAFTON/GRAFTON PLUS, and the MASTERGRAFT family
of synthetic bone graft products – Matrix, Putty, Strip, and Granules.

Specialty Therapies

Our Specialty Therapies division includes the following Operating Units: Neurovascular; Ear, Nose, and Throat (ENT); and Pelvic Health.
The division develops, manufactures, and markets products and therapies to treat patients afflicted with acute ischemic and hemorrhagic
stroke, diseases of ENT, and patients suffering from overactive bladder, (non-obstructive) urinary retention, and chronic fecal incontinence.
Principal products and services offered include:

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Neurovascular products to treat diseases of the vasculature in and around the brain. This includes coils, neurovascular stent
retrievers, and flow diversion products, as well as access and delivery products to support procedures. Products also include the
Pipeline Flex Embolization Device with Shield Technology, endovascular treatments for large or giant wide-necked brain
aneurysms, the portfolio of Solitaire revascularization devices for treatment of acute ischemic stroke, the Riptide Aspiration

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System, the Onyx Liquid Embolic System, and a portfolio of associated access catheters including our React aspiration catheters
also for the treatment of acute ischemic stroke.

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ENT products, including the Straightshot M5 Microdebrider Handpiece, the Integrated Power Console (IPC) system, NIM Vital
Nerve Monitoring Systems, Propel and Sinuva Sinus Implants from the acquisition of Intersect ENT, StealthStation ENT and
StealthStation FlexENT Navigation Systems, as well as products for hearing restoration.

Pelvic health products, including our InterStim X and InterStim II recharge-free neurostimulators, InterStim Micro rechargeable
neurostimulators, and SureScan MRI leads. Our NURO System delivers Percutaneous Tibial Neuromodulation therapy to treat
overactive bladder and associated symptoms of urinary urgency, urinary frequency, and urge incontinence.

Neuromodulation

Our Neuromodulation division and Operating Unit develops, manufactures, and markets spinal cord stimulation and brain modulation
systems, implantable drug infusion systems for chronic pain, as well as interventional products. Principal products and services offered
include:

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Spinal cord stimulation products, including rechargeable and recharge-free devices and a large selection of leads used to treat
chronic back and/or limb pain and chronic pain resulting from diabetic peripheral neuropathy. This includes the Intellis
(rechargeable) and Vanta (recharge-free) Spinal Cord Stimulation Systems, with AdaptiveStim and SureScan MRI Technology,
DTM (differential target multiplexed) proprietary waveform, the Evolve workflow algorithm, and Snapshot reporting.

Brain modulation products, including those for the treatment of the disabling symptoms of Parkinson's disease, essential tremor,
refractory epilepsy, severe, treatment-resistant obsessive-compulsive disorder (approved under a Humanitarian Device Exemption
(HDE) in the U.S.), and chronic, intractable primary dystonia (approved under a HDE in the U.S.). Specifically, this includes our
family of Activa neurostimulators, including Activa SC (single-channel primary cell battery), Activa PC (dual channel primary cell
battery), and Activa RC (dual channel rechargeable battery), as well as Percept PC neurostimulator and SenSight directional lead
system with the proprietary BrainSense technology.

Implantable drug infusion systems, including our SynchroMed II Implantable Infusion System, that deliver small quantities of drug
directly into the intrathecal space surrounding the spinal cord.

Interventional products, including the Kyphon Balloon, the Kyphon V Premium, and Kyphon Assist systems and the OsteoCool
RF Tumor ablation system.

The Accurian nerve ablation system, which conducts radio frequency ablation of nerve tissues.

DIABETES OPERATING UNIT

The Diabetes Operating Unit develops, manufactures, and markets products and services for the management of Type 1 and Type 2
diabetes. The primary medical specialists who use and/or prescribe our Diabetes products are endocrinologists and primary care physicians.

Principal products and services offered include:

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Insulin pumps and consumables, including the MiniMed 770G system and MiniMed 780G system, which are all powered by
SmartGuard technology. The MiniMed 770G and 780G system provides smartphone and Bluetooth connectivity, continuously
delivers background insulin, monitors sugar levels, and an expanded age indication to ages two and up. The MiniMed 780G further
reduces patient burden by including automatic correction boluses, meal-time detection system, and an adjustable glucose target
down to 100 mg/dl.

Continuous glucose monitoring (CGM) systems and sensors, including the Guardian Connect smart CGM system, the Guardian
Sensor 3, and the Guardian Sensor 4, are products worn by patients capturing glucose data to reveal patterns and potential
problems, such as hyperglycemic and hypoglycemic episodes.

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The InPen smart insulin pen system combines a reusable Bluetooth-enabled insulin pen with an intuitive mobile app that helps
users administer the appropriate insulin dose. The InPen application integrates with our CGM data to provide real-time CGM
readings alongside insulin dose information.

HUMAN CAPITAL

Medtronic Workforce Overview

Medtronic’s employees deliver on our Mission every day. We empower insight-driven care, experiences that put people first, and better
outcomes for our world. In everything we do, we are engineering the extraordinary. We strive to be the employer of choice for the best and
brightest global talent, where employees can grow and develop fulfilling careers. We aspire to create a truly inclusive, diverse, and equitable
workplace that fosters innovation and creativity, and where every employee feels a sense of belonging and well-being. Medtronic has
95,000+ full-time employees, of which forty-three percent are based in the U.S. or Puerto Rico.

Inclusion, Diversity & Equity

We believe that improving health for people from all walks of life depends on our ability to unleash the creative power of our diverse global
employees. By breaking down barriers to Inclusion, Diversity and Equity (ID&E), we open doors for everyone, driving progress and
prosperity around the world. We integrate ID&E principles throughout our Company to ensure every operating unit, team, and leader
recognizes and celebrates the value of diverse experiences and backgrounds. As of the end of fiscal year 2023, 40 percent of our U.S.
workforce is ethnically diverse; women comprise 51 percent of our global workforce; 43 percent of our manager and above employees are
women; and 28 percent of our U.S. managers are ethnically diverse. Additionally, Medtronic employee resource groups (ERGs) are
employee-led affinity groups that provide career development and networking opportunities for members and strengthen ties between
employees of many different backgrounds, cultures, and interests. In fiscal year 2023, there were 13 ERGs and Diversity Networks across
300+ Network and ERG chapters in 70 countries with more than 35,000 members.

Pay Equity

In our most recent reported period available, in the United States, we have achieved 100% pay equity for gender for the third consecutive
year and 100% pay equity for ethnically diverse employees. Globally we have achieved 99% pay equity for gender. We are actively
working to close any remaining pay gaps by continuing to expand the annual pay equity analyses for each country we operate in.

Workforce Compensation

Our compensation framework is designed to celebrate the value and contributions of our employees. We are committed to transparent
communications on compensation. Our competitive approach to compensation reflects industry benchmarks and local market standards. Our
programs include annual and long-term equity-based incentives that provide the means to share in the Company’s success, based on
business and individual performance. To attract the best leaders, we offer competitive benefits and cash and equity incentives. We reward
high-performing employees with an ownership stake in the Company through restricted stock, and all employees have the opportunity to
purchase stock at a significant discount.

Learning & Development

The skills and dedication of our employees drive our business performance. Our comprehensive professional development programs
empower our people to build rewarding careers and help us attract world-class talent from global and diverse populations. Our suite of
professional development programs ensures that our employees, regardless of level, location, language or learning preferences, have access
to opportunities to develop and grow. Our investment in employee development has contributed to more than 32 percent of our open roles
being filled with internal employees.

We have shifted away from degree requirements to focus on skills-based certification for certain roles within Medtronic. Additionally, as
members of the Multiple Pathways Initiative, we have used a skills-based approach to offering opportunities to expanded pools of external
talent that have previously been held back due to lack of access to undergraduate education. Internally, employees can now participate
through MAPS (Medtronic Advancement Pathways and Skill-building) in undergraduate courses from top-tier universities to enhance or
obtain new skills, at no cost to the employee. Our change in approach has opened up opportunities for employees who have been otherwise
restricted from career advancement due to degree requirements.

Employee Engagement and Culture

Through our Organizational Health Survey, we gain valuable insight into the Medtronic employee experience and identify where we can
improve in key priority areas: 1) Employee Engagement, 2) Inclusion, 3) Innovation, 4) Ethics and 5) quality culture as part of our
commitment to Put Patients First in our everyday decisions and actions. In our most recent survey ending in the fourth quarter of fiscal year
2023, more than 82 percent of our employees responded. Medtronic carefully reviews and implements actions based on employee feedback
in order to partner and create an inclusive, innovative and supportive environment.

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To enable our transformation to be the global healthcare technology leader, we introduced a reinvigorated and revived culture. The
Medtronic Mindset builds on our core values of integrity, quality, inclusion, and collaboration. It urges us to act boldly, compete to win,
move with speed and decisiveness, foster belonging, and deliver results… the right way. Our renewed culture helps us meet the needs of our
patients and customers, and ensures our Mission endures for many years to come.

Health & Safety

As a large, global employer, it is our responsibility to maintain a safe workplace and support the well-being of our employees.

Medtronic has a comprehensive approach to providing robust support for our employees and their families in natural disasters, public health
crises, civil unrest and war, bereavement, and other challenging events. Along with other programs, the Medtronic Employee Assistance
Program and the Medtronic Employee Emergency Assistance Fund have historically supported employees and their families when faced
with difficult times by providing a variety of services such as mental health, safety, and financial resources and support at no cost. These
programs have proven invaluable in navigating our employees through unique challenges, including in fiscal year 2023. The Medtronic
Employee Emergency Assistance Fund is supported by donations from employees and the Medtronic Foundation, and over the last five
years has provided over $6 million in grants to employees experiencing unexpected events creating a financial hardship.

For more information on Human Capital Management at Medtronic, please refer to our 2022 Integrated Performance Report(1) as well as
Medtronic’s 2022 Global Inclusion, Diversity and Equity Report(1) available on our company website.

CORPORATE SUSTAINABILITY GOALS

We see possibilities to further increase our positive impact in the world. We have identified three focus areas for our environmental, social,
and governance (ESG) efforts to drive measurable impact on issues including: protecting our planet, accelerating access to healthcare
technology, and advancing ID&E. In fiscal year 2022, we set new performance targets across the following areas: Patient Safety & Product
Quality; Inclusion, Diversity & Equity; Climate Stewardship; Product Stewardship; and Access & Innovation. More information about our
ESG focus areas, including progress we have made to date toward achieving them, is included in our Integrated Performance Report.(1)

(1)

The contents of our Integrated Performance Report and our Global Inclusion, Diversity, and Equity Report are referenced for general information
only and are not incorporated by reference in the Form 10-K.

OTHER FACTORS IMPACTING OUR OPERATIONS

Public Health Crises

The global COVID-19 pandemic, together with the preventative and precautionary measures taken by businesses, communities, and
governments, have impacted, and may continue to impact significant aspects of our Company and business, including future procedural
volumes, supply constraints, healthcare staffing, and resulting impacts on demand for our products and therapies. If there are significant
outbreaks of other contagious diseases or other global public health crises, we may face similar impacts. See “Item 1A. Risk Factors” in this
Annual Report on Form 10-K.

Research and Development

The markets in which we participate are subject to rapid technological advances and innovations. Constant improvement of existing
products and introduction of new products is necessary to maintain market leadership. Our research and development (R&D) efforts are
directed toward maintaining or achieving technological leadership in the markets we serve to help ensure that patients using our devices and
therapies receive the most advanced and effective treatment possible. We remain committed to developing technological enhancements and
new indications for existing products, and less invasive and new technologies for new and emerging markets to address unmet patient needs.
That commitment leads to our initiation and participation in hundreds of clinical trials each fiscal year as the demand for clinical and
economic evidence remains high. Furthermore, our development activities are intended to help reduce patient care costs and the length of
hospital stays in the future. We have not engaged in significant customer or government-sponsored research.

Our R&D activities include improving existing products and therapies, expanding their indications and applications for use, developing new
therapies and procedures, and entering into arrangements with third parties to fund the development of certain technologies. We continue to
focus on optimizing innovation, improving our R&D productivity, driving growth in emerging markets, generating clinical evidence, and
assessing our R&D programs based on their ability to address unmet clinical needs, produce better patient outcomes, and create new
standards of care.

Intellectual Property and Litigation

We rely on a combination of patents, trademarks, tradenames, copyrights, trade secrets, and agreements (non-disclosure and non-
competition agreements) to protect our business and proprietary technology. In addition, we have entered into exclusive and non-exclusive
licenses relating to a wide array of third-party technologies. In the aggregate, these intellectual property assets and licenses are of material

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importance to our business; however, we believe that no single intellectual property asset or license is material in relation to our business as
a whole.

We operate in an industry characterized by extensive patent litigation. Patent litigation may result in significant damage awards and
injunctions that could prevent the manufacture and sale of affected products or result in significant royalty payments in order to continue
selling the products. At any given time, we are generally involved as both a plaintiff and a defendant in a number of patent infringement
actions, the outcomes of which may not be known for prolonged periods of time.

Sales and Distribution

We sell our medical devices and therapies through a combination of direct sales representatives and independent distributors globally.
Additionally, a portion of the Company's revenue is generated from consignment inventory maintained at hospitals. Our medical supply
products are used primarily in hospitals, surgical centers, and alternate care facilities, such as home care and long-term care facilities, and
are marketed to materials managers, group purchasing organizations (GPOs) and integrated delivery networks (IDNs). We often negotiate
with GPOs and IDNs, which enter into supply contracts for the benefit of their member facilities. Our four largest markets are the U.S.,
Western Europe, China, and Japan. Emerging markets are an area of increasing focus and opportunity, as we believe they remain under-
penetrated.

Our marketing and sales strategy is focused on rapid, cost-effective delivery of high-quality products to a diverse group of customers
worldwide. To achieve this objective, our marketing and sales teams are organized around physician specialties. This focus enables us to
develop highly knowledgeable and dedicated sales representatives who are able to foster strong relationships with physicians and other
customers and enhance our ability to cross-sell complementary products.

We are not dependent on any single customer for more than 10 percent of our total net sales.

Competition, Industry, and Cost Containment

Major shifts in industry market share have occurred in connection with product corrective actions, physician advisories, safety alerts, results
of clinical trials to support superiority claims, and publications about our products, reflecting the importance of product quality, product
efficacy and quality systems in the medical device industry. In the current environment of managed care, economically motivated
customers, consolidation among healthcare providers, increased competition, declining reimbursement rates, and national and provincial
tender pricing, competitively priced product offerings are essential to our business. In order to continue to compete effectively, we must
continue to create or acquire advanced technology, incorporate this technology into proprietary products, obtain regulatory approvals in a
timely manner, maintain high-quality manufacturing processes, and successfully market these products.

Government and private sector initiatives to limit the growth of healthcare costs, including price regulation, competitive pricing, bidding
and tender mechanics, coverage and payment policies, comparative effectiveness of therapies, technology assessments and managed-care
arrangements, are continuing in many countries where we do business, including the U.S. These initiatives put increased emphasis on the
delivery of more cost-effective medical devices and therapies. Government programs, including Medicare and Medicaid, private healthcare
insurance and managed-care plans have attempted to control costs by limiting the amount of reimbursement they will pay for particular
procedures or treatments, tying reimbursement to outcomes, shifting to population health management, and other mechanisms. Hospitals,
which purchase our technology, are also seeking to reduce costs through a variety of mechanisms, including, for example, centralized
purchasing, and in some cases, limiting the number of vendors that may participate in the purchasing program. Hospitals are also aligning
interests with physicians through employment and other arrangements, such as gainsharing, where a hospital agrees with physicians to share
any realized cost savings resulting from changes in practice patterns such as device standardization. This has created an increased level of
price sensitivity among customers for our products.

Production and Availability of Raw Materials

We manufacture products at manufacturing facilities located in various countries throughout the world. We purchase many of the
components and raw materials used in manufacturing our products from numerous suppliers in various countries. Certain components and
raw materials are available only from a sole supplier. We work closely with our suppliers to help ensure continuity of supply while
maintaining high quality and reliability. Generally, we have been able to obtain adequate supplies of such raw materials and components.
However, due to the U.S. FDA’s manufacturing requirements, we may not be able to quickly establish additional or replacement sources for
certain components or materials if we experience a sudden or unexpected reduction or interruption in supply and are unable to develop
alternative sources.

For additional information related to our manufacturing facilities refer to “Item 2. Properties” in this Annual Report on Form 10-K.

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Government Regulation

Our operations and products are subject to extensive regulation by numerous government agencies, including the U.S. FDA, European
regulatory authorities such as the Medicines and Healthcare products Regulatory Agency in the United Kingdom, the Health Products
Regulatory Authority in the Republic of Ireland and the Federal Institute for Drugs and Medical Devices in Germany, the China National
Medical Product Administration (NMPA), and other government agencies inside and outside the U.S. To varying degrees, each of these
agencies requires us to comply with laws and regulations governing the development, testing, manufacturing, labeling, marketing,
distribution and post-marketing surveillance of our products. Our business is also affected by patient and data privacy laws and government
payer cost containment initiatives, as well as environmental health and safety laws and regulations.

Product Approval and Monitoring

Many countries where we sell products are subjected to approval and other regulatory requirements regarding performance, safety, and
quality of our products. Authorization to commercially distribute a new medical device in the U.S. is generally obtained in one of two
primary ways. The first, known as pre-market notification or the 510(k) process, requires us to demonstrate that our medical device is
substantially equivalent to a legally marketed medical device. The second, more rigorous process, known as pre-market approval, requires
us to independently demonstrate that a medical device is safe and effective for its intended use. This process is generally much more time-
consuming and expensive than the 510(k) process.

In the E.U., conformity with the marketing authorization requirements is represented by the CE Mark. To obtain a CE Mark, defined
products must meet minimum standards of performance, safety, and quality (i.e., the essential requirements), and then, according to their
classification, comply with one or more of a selection of conformity assessment routes. The competent authorities of the E.U. countries
separately regulate the clinical research for medical devices and the market surveillance of products once they are placed on the market. The
Medical Device Regulation was published by the E.U. in 2017, and it imposes significant additional pre-market and post-market
requirements (EU MDR). The regulation provided an implementation period and became effective on May 26, 2021. The European
Commission recently extended the implementation period to the end of 2027 for high-risk devices and to the end of 2028 for medium and
low risk devices.

The global regulatory environment is increasingly stringent and unpredictable. While harmonization of global regulations has been pursued,
requirements continue to differ among countries. We expect this global regulatory environment will continue to evolve, which could impact
the cost, the time needed to approve, and ultimately, our ability to maintain existing approvals or obtain future approvals for our products.
Regulations of the U.S. FDA and other regulatory agencies in and outside the U.S. impose extensive compliance and monitoring obligations
on our business. These agencies review our design and manufacturing processes, labeling, record keeping, and manufacturers’ required
reports of adverse experiences and other information to identify potential problems with marketed products. We are also subject to periodic
inspections for compliance with applicable quality system regulations, which govern the methods used in, and the facilities and controls
used for, the design, manufacture, packaging, and servicing of finished medical devices intended for human use. In addition, the U.S. FDA
and other regulatory bodies, both in and outside the U.S. (including the Federal Trade Commission, the Office of the Inspector General of
the Department of Health and Human Services, the U.S. Department of Justice, and various state Attorneys General), monitor the promotion
and advertising of our products. Any adverse regulatory action, depending on its magnitude, may limit our ability to effectively market and
sell our products, limit our ability to obtain future pre-market approvals or result in a substantial modification to our business practices and
operations. For additional information, see "Item 1A. Risk Factors" We are subject to extensive and complex laws and governmental
regulations and any adverse regulatory action may materially adversely affect our financial condition and business operations.

Trade Regulations

The movement of products, services, and investment across borders subjects us to extensive trade regulations. A variety of laws and
regulations in the countries in which we transact business apply to the sale, shipment and provision of goods, services and technology across
borders. These laws and regulations govern, among other things, our import, export and other business activities. We are also subject to the
risk that these laws and regulations could change in a way that would expose us to additional costs, penalties or liabilities. Some
governments also impose economic sanctions against certain countries, persons or entities. In addition to our need to comply with such
regulations in connection with our direct activities, we also sell and provide goods, technology and services to agents, representatives and
distributors who may export such items to customers and end-users. If we, or the third parties through which we do business, are not in
compliance with applicable import, export control or economic sanctions laws and regulations, we may be subject to civil or criminal
enforcement action, and varying degrees of liability. Such actions may disrupt or delay sales of our products or services or result in
restrictions on our distribution and sales of products or services that may materially impact our business.

Anti-Boycott Laws

Under U.S. laws and regulations, U.S. companies and their subsidiaries and affiliates outside the U.S. are prohibited from participating or
agreeing to participate in unsanctioned foreign boycotts in connection with certain business activities, including the sale, purchase, transfer,
shipping or financing of goods or services within the U.S. or between the U.S. and countries outside of the U.S. If we, or certain third

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parties through which we sell or provide goods or services, violate anti-boycott laws and regulations, we may be subject to civil or criminal
enforcement action and varying degrees of liability.

Data Privacy and Security Laws and Regulations

As a business with a significant global footprint, compliance with evolving regulations and standards in data privacy and cybersecurity has
resulted, and may continue to result, in increased costs, new compliance challenges, and the threat of increased regulatory enforcement
activity. Our business relies on the secure electronic transmission, storage and hosting of sensitive information, including personal
information, protected health information, financial information, intellectual property and other sensitive information related to our
customers and workforce.

Our global operational footprint comes with the obligation for compliance and adherence to individual data security, confidentiality and
breach notification laws at the State Level, Federal Level, and International Level. Examples of those laws include, in the U.S., the Health
Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, the Health Information Technology for Economic and Clinical
Health Act of 2009 (HITECH), and various State privacy laws that have become effective recently. We are also subject to various other
country-specific requirements around the world, such as the General Data Protection Regulation (GDPR) in the European Economic Area,
the United Kingdom’s version of the same, and China's Personal information Protection Law (PIPL).

Because the laws and regulations continue to expand, differ from jurisdiction to jurisdiction, and are subject to evolving (and at times
inconsistent) governmental interpretation, compliance with these laws and regulations may require significant additional cost expenditures
or changes in products or business that increase competition or reduce revenue. Noncompliance could result in the imposition of fines,
penalties, or orders to stop noncompliant activities, or withdrawal of noncompliant products from a market.

Regulations Governing Reimbursement

The delivery of our devices is subject to regulation by the U.S. Department of Health and Human Services (HHS) and comparable state and
non-U.S. agencies responsible for reimbursement and regulation of healthcare items and services. U.S. laws and regulations are imposed
primarily in connection with federally funded healthcare programs, such as the Medicare and Medicaid programs, as well as the
government’s interest in regulating the quality and cost of healthcare. Other governments also impose regulations in connection with their
healthcare reimbursement programs and the delivery of healthcare items and services.

U.S. federal healthcare laws apply when we or customers submit claims for items or services that are reimbursed under federally-funded
healthcare programs, including laws related to kickbacks, false claims, self-referrals or other healthcare fraud. There are often similar state
false claims, anti-kickback, and anti-self-referral and insurance laws that apply to state Medicaid and other healthcare programs and private
third-party payers. In addition, as a manufacturer of U.S. FDA-approved devices reimbursable by federal healthcare programs, we are
subject to the Physician Payments Sunshine Act, which requires us to annually report certain payments and other transfers of value we make
to U.S.-licensed physicians or U.S. teaching hospitals. Any failure to comply with these laws and regulations could subject us or our officers
and employees to criminal and civil financial penalties.

Implementation of legislative or regulatory reforms to reimbursement systems, or adverse decisions relating to our products by
administrators of these systems in coverage or reimbursement, could significantly reduce reimbursement or result in the denial of coverage,
which could have an impact on the acceptance of and demand for our products and the prices that our customers are willing to pay for them.

Environmental Health and Safety Laws

We are also subject to various environmental health and safety laws and regulations both within and outside the U.S. Like other companies
in our industry, our manufacturing and other operations involve the use and transportation of substances regulated under environmental
health and safety laws including those related to the transportation of hazardous materials.

Available Information

We maintain a website at www.medtronic.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (Exchange Act) are made available under the “Our Company – Investors” caption and “Financials – SEC Filings” subcaption of
our website as soon as reasonably practicable after we electronically file them with, or furnish them to, the Securities and Exchange
Commission (SEC).

Information relating to our corporate governance, including our Principles of Corporate Governance, Code of Conduct (including our Code
of Ethics for Senior Financial Officers and any related amendments or waivers), Code of Business Conduct and Ethics for Members of the
Board of Directors, and information concerning our executive officers, directors and Board committees (including committee charters) is
available through our website at www.medtronic.com under the “Our Company – Governance” caption. Information relating to transactions
in Medtronic securities by directors and officers is available through our website at www.medtronic.com under the “Our Company –
Investors” caption and the “Financials – SEC Filings” subcaption.

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Our website and the information contained on or connected to our website are not incorporated by reference into this Form 10-K.

The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including the
Company, that file electronically with the SEC. The public may obtain any documents that we file with the SEC at http://www.sec.gov. We
file annual reports, quarterly reports, proxy statements, and other documents with the SEC under the Exchange Act.

Item 1A. Risk Factors

Investing in our securities involves a variety of risks and uncertainties, known and unknown, including, among others, those discussed
below. Each of the following risks should be carefully considered, together with all the other information included in this Annual Report on
Form 10-K, including our consolidated financial statements and the related notes and in our other filings with the SEC. Furthermore,
additional risks and uncertainty not presently known to us or that we currently believe to be immaterial may also adversely affect our
business. Our business, results of operations, financial condition, and cash flow and prospects could be materially and adversely affected by
any of these risks or uncertainties.

Business and Operational Risks

We operate in a highly competitive industry and we may be unable to compete effectively.

We compete in both the therapeutic and diagnostic medical markets in more than 150 countries throughout the world. These markets are
characterized by rapid change resulting from technological advances, innovations and scientific discoveries. In the product lines in which
we compete, we face a range of competitors from large companies with multiple business lines to small, specialized manufacturers that offer
a limited selection of niche products. Development by other companies of new or improved products, processes, technologies, or the
introduction of reprocessed products or generic versions when our proprietary products lose their patent protection may make our existing or
planned products less competitive. In addition, we face competition from providers of alternative medical therapies, such as pharmaceutical
companies.

We believe our ability to compete depends upon many factors both within and beyond our control, including:

•

product performance and reliability,

product technology and innovation,

product quality and safety,

breadth of product lines,

product support services,

customer support,

cost-effectiveness and price,

reimbursement approval from healthcare insurance providers, and

changes to the regulatory environment.

Competition may increase as additional companies enter our markets or modify their existing products to compete directly with ours. In
addition, academic institutions, governmental agencies and other public and private research organizations also may conduct research, seek
patent protection and establish collaborative arrangements for discovery, research, clinical development and marketing of products similar
to ours. These companies and institutions compete with us in recruiting and retaining qualified scientific and management personnel, as well
as in acquiring necessary product technologies. From time to time we have lost, and may in the future lose, market share in connection with
product problems, physician advisories, safety alerts and publications about our products, which highlights the importance of product
quality, product efficacy and quality systems to our business. In the current environment of managed care, consolidation among healthcare
providers, increased competition, declining reimbursement rates, and national and provincial tender pricing, as recently experienced in
China, competitively priced product offerings are essential to our success. Further, our continued growth and success depend on our ability
to develop, acquire and market new and differentiated products, technologies and intellectual property, and as a result we also face
competition for marketing, distribution, and collaborative development agreements, establishing relationships with academic and research
institutions and licenses to intellectual property. In order to continue to compete effectively, we must continue to create, invest in or acquire
advanced technology, incorporate this technology into our proprietary products, obtain regulatory approvals in a timely manner, and
manufacture and successfully market our products. Given these factors, we cannot guarantee that we will be able to compete effectively or
continue our level of success.

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Public health crises have had, and may continue to have, an adverse effect on certain aspects of our business, results of operations,
financial condition, and cash flows. The nature and extent of future impacts are highly uncertain and unpredictable.

Our global operations and interactions with healthcare systems, providers and patients around the world expose us to risks associated with
public health crises, including epidemics and pandemics such as COVID-19. In particular, the preventative and precautionary measures that
we and other businesses, communities, and governments have taken to mitigate the spread of the disease has led to restrictions on, and
disruptions in, business and personal activities in certain countries and regions, including China, which comprises approximately seven
percent of our total revenues. These restrictions have reduced customer demand for certain of our products. We expect medical procedure
rates to continue to vary by therapy and country, and could be impacted by regional COVID-19 case volumes, healthcare system staffing
shortages and supply chain issues that affect their ability to provide care, patients’ ability or willingness to schedule deferrable procedures,
travel restrictions, transportation limitations, quarantine restrictions, vaccine and booster immunization rates, and new COVID-19 variants.

Together with the preventative and precautionary measures being taken, as well as the corresponding need to adapt to new and improved
methods of conducting business, such as increased remote monitoring, COVID-19 has had, and may continue to have, an adverse impact on
certain aspects of our Company and business, including the demand for and supply of certain of our products, operations, supply chains and
distribution systems, and our ability to generate cash flow. Some of our products are more sensitive to reductions in deferrable and emergent
medical procedures, and certain medical procedures have been and may continue to be suspended or postponed. It is not possible to predict
the timing of deferrable medical procedures and, to the extent individuals and hospital systems de-prioritize, delay or cancel these
procedures, our business, results of operations, financial condition, and cash flows could continue to be negatively affected.

Reduction or interruption in supply or other manufacturing difficulties may adversely affect our manufacturing operations and related
product sales.

The manufacture of our products requires the timely delivery of a sufficient amount of quality components and materials and is highly
exacting and complex, due in part to strict regulatory requirements. We manufacture the majority of our products and procure important
third-party services, such as sterilization services, at numerous facilities worldwide. We purchase many of the components, raw materials
and services needed to manufacture these products from numerous suppliers in various countries. We seek to maintain continuity of supply
by use of multiple options for sourcing where possible. We have generally been able to obtain adequate supplies of such raw materials,
components and services, although global shortages of certain components such as semiconductors and resins have recently caused, and
may in the future cause, disruptions to our product manufacturing supply chain. In addition, for reasons of quality assurance, cost
effectiveness, or availability, certain components, raw materials and services needed to manufacture our products are obtained from a sole
supplier. Although we work closely with our suppliers to try to ensure continuity of supply while maintaining high quality and reliability,
the supply of these components, raw materials and services may be interrupted or insufficient. In addition, due to the stringent regulations
and requirements of regulatory agencies, including the U.S. FDA, regarding the manufacture of our products, we may not be able to quickly
establish additional or replacement sources. Additionally, many regulatory agencies are imposing regulatory requirements on safe use of
chemicals and their potential impact on health and the environment which also may impact supply constraints. Furthermore, the prices of
commodities and other materials used in our products, which are often volatile and outside of our control, could adversely impact our
supply. We use resins, other petroleum-based materials and pulp as raw materials in some of our products, and the prices of oil and gas also
significantly affect our costs for freight and utilities. A reduction or interruption in supply, and an inability to develop alternative sources for
such supply, could adversely affect our ability to manufacture our products in a timely or cost-effective manner and could result in lost
sales.

Other disruptions in the manufacturing process or product sales and fulfillment systems for any reason, including infrastructure, information
and equipment malfunction, failure to follow specific protocols and procedures, supplier or Company facility shut-downs, defective raw
materials, labor shortages, natural disasters such as hurricanes, tornadoes, earthquakes, or wildfires, property damage or facility closures
from riots or public protests, and other environmental factors and the impact of epidemics, pandemics, or other public health crises, and
actions by businesses, communities and governments in response, could lead to launch delays, product shortages, unanticipated costs, lost
revenues and damage to our reputation. For example, in the past we have experienced a global information technology systems interruption
that affected our customer ordering, distribution, and manufacturing processes, and we have been adversely impacted by, and may continue
to be adversely impacted by, the global COVID-19 pandemic and the responses of governments and of our partners, including suppliers,
manufacturers, distributors and other businesses. Furthermore, any failure to identify and address manufacturing problems prior to the
release of products to our customers could result in quality or safety issues.

In addition, many of our products require sterilization before sale and several of our key products are manufactured or sterilized at a
particular facility, with limited alternate facilities. If an event occurs that results in damage to or closure of one or more of such facilities,
such as the Illinois Environmental Protection Agency's decision to close a supplier's sterilization facility in February 2019, we may be
unable to manufacture or sterilize the relevant products to the required quality specifications or at all. Because of the time required to
approve and license a manufacturing or sterilization facility, a third-party may not be available on a timely basis to replace production
capacity in the event manufacturing or sterilization capacity is lost.

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Our research and development efforts rely upon investments and investment collaborations, and we cannot guarantee that any previous
or future investments or investment collaborations will be successful.

Our Mission is to provide a broad range of therapies to restore patients to fuller, healthier lives, which requires a wide variety of
technologies, products and capabilities. The rapid pace of technological development in the medical industry and the specialized expertise
required in different areas of medicine make it difficult for one company alone to develop a broad portfolio of technological solutions. In
addition to internally generated growth through our research and development efforts, historically we have relied, and expect to continue to
rely, upon investments and investment collaborations to provide us access to new technologies both in areas served by our existing
businesses as well as in new areas.

We expect to make future investments where we believe that we can stimulate the development or acquisition of new technologies and
products to further our strategic objectives and strengthen our existing businesses. Investments and investment collaborations in and with
medical technology companies are inherently risky, and we cannot guarantee that any of our previous or future investments or investment
collaborations will be successful or will not materially adversely affect our business, results of operations, financial condition and cash
flows.

The continuing development of many of our products depends upon us maintaining strong relationships with healthcare professionals.

If we fail to maintain our working relationships with healthcare professionals, many of our products may not be developed and marketed in
line with the needs and expectations of the professionals who use and support our products, which could cause a decline in our earnings and
profitability. The research, development, marketing and sales of many of our new and improved products depends on our maintaining
working relationships with healthcare professionals. We rely on these professionals to provide us with considerable knowledge and
experience regarding the development, marketing and sale of our products. Physicians assist us as researchers, marketing and product
consultants, inventors and public speakers. In addition, as a result of the COVID-19 pandemic, our access to these professionals has been
limited at times, and travel restrictions, shutdowns and similar measures have impacted our ability to maintain these relationships, thereby
affecting our ability to develop, market and sell new and improved products. If we are unable to maintain strong relationships with these
professionals, the development and marketing of our products could suffer, which could have a material adverse effect on our business,
results of operations, financial condition, and cash flows.

We have debt obligations that create risk.

We are required to use a portion of our operating cash flow to pay interest or principal on our outstanding indebtedness instead of for other
corporate purposes, including funding future expansion of our business. We may also incur additional indebtedness in the future to
supplement our existing liquidity and cash generated from operations to satisfy our needs for working capital and capital expenditures, to
pursue growth initiatives, and to make returns of capital to shareholders. Over the course of the past fiscal year, interest rate increases in the
U.S. and Europe, and recent disruptions in the financial services industry, caused periods of tightened credit availability and volatility in
borrowing terms. At the time we may incur such additional indebtedness, or refinance or restructure existing indebtedness, we may be
unable to obtain capital market financing with similar terms and currency denomination to our existing indebtedness, or at all, which could
have a material adverse effect on our business and results of operations. At any time, the value of our debt outstanding will fluctuate based
on several factors including foreign currency exchange rate and interest rate movements.

Failure to integrate acquired businesses into our operations successfully, or challenges related to the Company's strategic initiatives,
including divestitures, as well as liabilities or claims relating to such acquired businesses or divestitures, could adversely affect our
business.

As part of our strategy to develop and identify new products and technologies and optimize our portfolio of products, we have made several
significant acquisitions and divestitures in recent years, and may make additional acquisitions and divestitures in the future. Our integration
of the operations of acquired businesses requires significant efforts, including the coordination of information technologies, research and
development, sales and marketing, operations, manufacturing, and finance. These efforts result in additional expenses and involve
significant amounts of management’s time that cannot then be dedicated to other projects. Our failure to manage and coordinate the growth
of acquired companies successfully could also have an adverse impact on our business. Further, acquired businesses may have liabilities, or
be subject to claims, litigation or investigations that we did not anticipate or which exceed our estimates at the time of the acquisition. In
addition, we cannot be certain that the businesses we acquire will become profitable or remain so. Factors that will affect the success of our
acquisitions include:

•

the presence or absence of adequate internal controls and/or significant fraud in the financial systems of acquired companies,

our ability or inability to integrate information technology systems of acquired companies in a secure and reliable manner,

liabilities, claims, litigation, investigations, or other adverse developments relating to acquired businesses or the business practices
of acquired companies, including investigations by governmental entities, potential FCPA or product liability claims or other
unanticipated liabilities,

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•

any decrease in customer loyalty and product orders caused by dissatisfaction with the combined companies’ product lines and
sales and marketing practices, including price increases,

our ability to retain key employees, and

the ability to achieve synergies among acquired companies, such as increasing sales of the integrated company’s products,
achieving cost savings, and effectively combining technologies to develop new products.

We also could experience negative effects on our business, results of operations, financial condition, and cash flows from acquisition-related
charges, amortization of intangible assets and asset impairment charges.

In addition, the potential exists that expected strategic benefits from any planned or completed divestiture by the Company may not be
realized or may take longer to realize than expected, including but not limited to:

•

The Company’s ability to consummate the planned separation of the combined Patient Monitoring and Respiratory Interventions
businesses from the Medical Surgical Portfolio,

The Company’s ability to realize the anticipated benefits from the recent contribution of half of the Company’s RCS business to
Mozarc Medical,

The Company’s performance under various transaction service agreements that have or may be executed as part of a divestiture.

Legal and Regulatory Risks

We are subject to extensive and complex laws and governmental regulations and any adverse regulatory action may materially adversely
affect our financial condition and business operations.

Our medical devices and technologies, as well as our business activities, are subject to a complex set of regulations and rigorous
enforcement, including by the U.S. FDA, U.S. Department of Justice, Health and Human Services Office of the Inspector General, and
numerous other federal, state, and non-U.S. governmental authorities. To varying degrees, each of these agencies requires us to comply with
laws and regulations governing the development, testing, manufacturing, labeling, marketing and distribution of our products. As a part of
the regulatory process of obtaining marketing clearance for new products and new indications for existing products, we conduct and
participate in numerous clinical trials with a variety of study designs, patient populations, and trial endpoints. Unfavorable clinical data from
existing or future clinical trials may adversely impact our ability to obtain product approvals, our position in, and share of, the markets in
which we participate, and our business, results of operations, financial condition, and cash flows. We cannot guarantee that we will be able
to obtain or maintain marketing clearance for our new products or enhancements or modifications to existing products, and the failure to
maintain approvals or obtain approval or clearance could have a material adverse effect on our business, results of operations, financial
condition and cash flows. Even if we are able to obtain approval or clearance, it may:

•

take a significant amount of time,

require the expenditure of substantial resources,

involve stringent clinical and pre-clinical testing, as well as increased post-market surveillance,

involve modifications, repairs or replacements of our products, and

limit the proposed uses of our products.

Both before and after a product is commercially released, we have ongoing responsibilities under the U.S. FDA and other applicable non-
U.S. government agency regulations. For instance, many of our facilities and procedures and those of our suppliers are also subject to
periodic inspections by the U.S. FDA to assess compliance with applicable regulations. The results of these inspections can include
inspectional observations on the U.S. FDA’s Form 483, warning letters, or other forms of enforcement. If the U.S. FDA were to conclude
that we are not in compliance with applicable laws or regulations, or that any of our medical products are ineffective or pose an
unreasonable health risk, the U.S. FDA could detain or seize adulterated or misbranded medical products, order a recall, repair, replacement,
or refund of such products, refuse to grant pending pre-market approval applications or require certificates of non-U.S. governments for
exports, and/or require us to notify health professionals and others that the devices present unreasonable risks of substantial harm to the
public health, and in certain rare circumstances, ban medical devices. The U.S. FDA and other non-U.S. government agencies may also
assess civil or criminal penalties against us, our officers or employees and impose operating restrictions on a company-wide basis. The U.S.
FDA may also recommend prosecution to the U.S. Department of Justice. Any adverse regulatory action, depending on its magnitude, may
restrict us from effectively marketing and selling our products and limit our ability to obtain future pre-market clearances or approvals, and
could result in a substantial modification to our business practices and operations. Furthermore, we occasionally receive subpoenas or other
requests for information from various governmental agencies around the world, and while these investigations typically relate primarily to
financial arrangements with healthcare providers, regulatory compliance and product promotional practices, we cannot predict the timing,

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outcome or impact of any such investigations. Any adverse outcome in one or more of these investigations could include the
commencement of civil and/or criminal proceedings, substantial fines, penalties, and/or administrative remedies, including exclusion from
government reimbursement programs and/or entry into Corporate Integrity Agreements (CIAs) with governmental agencies. In addition,
resolution of any of these matters could involve the imposition of additional, costly compliance obligations. These potential consequences,
as well as any adverse outcome from government investigations, could have a material adverse effect on our business, results of operations,
financial condition, and cash flows.

In addition, the U.S. FDA has taken the position that device manufacturers are prohibited from promoting their products other than for the
uses and indications set forth in the approved product labeling, and any failure to comply could subject us to significant civil or criminal
exposure, administrative obligations and costs, and/or other potential penalties from, and/or agreements with, the federal government.

Governmental regulations in the U.S. and outside the U.S. are constantly changing and may become increasingly stringent. In the E.U, for
example, the Medical Device Regulation which became effective in May 2021 includes significant additional pre-market and post-market
requirements. Penalties for regulatory non-compliance could be severe, including fines and revocation or suspension of a company’s
business license, mandatory price reductions and criminal sanctions. The development and implementation of future laws and regulations
may have a material adverse effect on us.

Our failure to comply with laws and regulations relating to reimbursement of healthcare goods and services may subject us to penalties
and adversely impact our reputation, business, results of operations, financial condition and cash flows.

Our devices, products and therapies are purchased principally by hospitals or physicians that typically bill various third-party payers, such
as governmental healthcare programs (e.g., Medicare, Medicaid and comparable non-U.S. programs), private insurance plans and managed
care plans, for the healthcare services provided to their patients. The ability of our customers to obtain appropriate reimbursement for
products and services from third-party payers is critical because it affects which products customers purchase and the prices they are willing
to pay. As a result, our devices, products and therapies are subject to regulation regarding quality and cost by HHS, including the Centers
for Medicare & Medicaid Services (CMS), as well as comparable state and non-U.S. agencies responsible for reimbursement and regulation
of health are goods and services, including laws and regulations related to fair competition, kickbacks, false claims, self-referrals and
healthcare fraud. Many states have similar laws that apply to reimbursement by state Medicaid and other funded programs as well as in
some cases to all payers. In certain circumstances, insurance companies attempt to bring a private cause of action against a manufacturer for
causing false claims. In addition, as a manufacturer of U.S. FDA-approved devices reimbursable by federal healthcare programs, we are
subject to the Physician Payments Sunshine Act, which requires us to annually report certain payments and other transfers of value we make
to U.S.-licensed physicians or U.S. teaching hospitals. Any failure to comply with these laws and regulations could subject us or our officers
and employees to criminal and civil financial penalties.

We are also subject to risks relating to changes in government and private medical reimbursement programs and policies, and changes in
legal regulatory requirements in the U.S. and around the world. Implementation of further legislative or administrative reforms to these
reimbursement systems, or adverse decisions relating to coverage of or reimbursement for our products by administrators of these systems,
could have an impact on the acceptance of and demand for our products and the prices that our customers are willing to pay for them.

We are substantially dependent on patent and other proprietary rights and failing to protect such rights or to be successful in litigation
related to our rights or the rights of others may result in our payment of significant monetary damages and/or royalty payments,
negatively impacting our ability to sell current or future products.

We are substantially dependent on patent and other proprietary rights and rely on a combination of patents, trademarks, tradenames,
copyrights, trade secrets, and agreements (such as employee, non-disclosure and non-competition agreements) to protect our business and
proprietary intellectual property. We also operate in an industry characterized by extensive patent litigation. Patent litigation can result in
significant damage awards and injunctions that could prevent our manufacture and sale of affected products or require us to pay significant
royalties in order to continue to manufacture or sell affected products. At any given time, we are generally involved as both a plaintiff and a
defendant in a number of patent infringement actions, the outcomes of which may not be known for prolonged periods of time. While it is
not possible to predict the outcome of patent litigation, it is possible that the results of such litigation could require us to pay significant
monetary damages and/or royalty payments, negatively impact our ability to sell current or future products, or that enforcement actions to
protect our patent and proprietary rights against others could be unsuccessful, any of which could have a material adverse impact on our
business, results of operations, financial condition, and cash flows. In addition, any public announcements related to litigation or
administrative proceedings initiated or threatened against us could cause our stock price to decline.

While we intend to defend against any threats to our intellectual property, our patents, trademarks, tradenames, copyrights, trade secrets or
agreements (such as employee, non-disclosure and non-competition agreements) may not adequately protect our intellectual property.
Further, pending patent applications may not result in patents being issued to us, patents issued to or licensed by us may be challenged or
circumvented by competitors and such patents may be found invalid, unenforceable or too limited in scope to protect our technology or
provide us with any competitive advantage. In addition, our patents will expire over time, our ability to protect novel business models is
uncertain, and infringement may go undetected. Third parties could obtain patents that may require us to negotiate licenses to conduct our

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business, and such licenses may not be available on reasonable terms or at all. In addition, license agreements could be terminated. We also
rely on non-disclosure and non-competition agreements with certain employees, consultants and other parties to protect, in part, trade
secrets and other proprietary rights. We cannot be certain that these agreements will not be breached, that we will have adequate remedies
for any breach, that others will not independently develop substantially equivalent proprietary information, or that third parties will not
otherwise gain access to our trade secrets or proprietary knowledge.

In addition, the laws of certain countries in which we market or manufacture some of our products do not protect our intellectual property
rights to the same extent as the laws of the U.S., which could make it easier for competitors to capture market position. For example,
business in China comprises approximately seven percent of our total revenues. This may increase our vulnerability to our technology being
reverse engineered or our trade secrets being compromised. If we are unable to protect our intellectual property in China or other countries,
it could have a material adverse effect on our business, results of operations, financial condition, and cash flows. Competitors also may
harm our sales by designing products that substantially mirror the capabilities of our products or technology without infringing our
intellectual property rights.

Quality problems could lead to recalls or safety alerts, product liability claims, reputational harm, adverse verdicts or costly settlements,
and could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Quality is extremely important to us and our customers due to the impact on patients, and the serious and potentially costly consequences of
adverse product performance. Our business exposes us to potential product liability risks that are inherent in the design, manufacture, and
marketing of medical devices. In addition, many of our products are often used in intensive care settings with seriously ill patients and some
of the medical devices we manufacture and sell are designed to be implanted in the human body for long periods of time or indefinitely.
Component failures, manufacturing nonconformances, design issues, off-label use, or inadequate disclosure of product-related risks or
product-related information with respect to our products, if they were to occur, could result in an unsafe condition or injury to, or death of, a
patient. These problems could lead to recall of, or issuance of a safety alert relating to, our products, and could result in product liability
claims and lawsuits, including class actions, which could ultimately result, in certain cases, in the removal from the body of such products
and claims regarding costs associated therewith. Due to the strong name recognition of the Medtronic brand, a material adverse event
involving one of our products could result in diminished market acceptance and demand for all products within that brand, and could harm
our reputation and ability to market products in the future. Further, we may be exposed to additional potential product liability risks related
to products designed, manufactured and/or marketed in response to the COVID-19 pandemic, and unpredictable or accelerated changes in
demand for certain of our products in connection with COVID-19 and its related impacts could increase the risk of regulatory enforcement
actions, product defects or related claims, as well as adversely impact our customer relationships and reputation.

Strong product quality is critical to the success of our goods and services. If we fall short of these standards and our products are the subject
of recalls or safety alerts, our reputation could be damaged, we could lose customers and our revenue and results of operations could
decline. Our success also can depend on our ability to manufacture to exact specification precision-engineered components, subassemblies
and finished devices from multiple materials. If our components fail to meet these standards or fail to adapt to evolving standards, our
reputation, competitive advantage and market share could be harmed. In certain situations, we may undertake a voluntary recall of products
or temporarily shut down production lines based on performance relative to our own internal safety and quality monitoring and testing data.

Any of the foregoing problems, including future product liability claims or recalls, regardless of their ultimate outcome, could harm our
reputation and have a material adverse effect on our business, results of operations, financial condition and cash flows.

Healthcare policy changes may have a material adverse effect on us.

There have been and continue to be actions and proposals by several governments, regulators and third-party payers globally, including the
U.S. federal and state governments, to control healthcare costs and, more generally, to reform healthcare systems. Certain of these actions
and proposals, among other things, limit the prices we are able to charge for our products or the amounts of reimbursement available for our
products, increase the importance of our ability to compete on cost, and could limit the acceptance and availability of our products. These
actions and proposals could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We rely on the proper function, security and availability of our information technology systems and data, as well as those of third parties
throughout our global supply chain, to operate our business, and a breach, cyber-attack or other disruption to these systems or data
could materially and adversely affect our business, results of operations, financial condition, cash flows, reputation or competitive
position.

We are increasingly dependent on sophisticated information technology systems to operate our business. That technology includes systems
that could be used to process, transmit and store sensitive data. Additionally, many of our products and services include integrated software
and information technology that collects data regarding patients or connects to other internal systems. One of the most prevalent attacks on
large organizations has been ransomware which can have a devastating impact on an organization’s operations. Our ransomware readiness
program has required and will continue to require investment and will not guarantee that we will be immune from an incident or be able to
respond rapidly enough to prevent a negative impact on our business. Like all organizations, we routinely experience attempted interference
with the integrity of, and interruptions in, our technology systems via events such as cyber-attacks, malicious intrusions, or other

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breakdowns. The consequences could mean data breaches, interference with the integrity of our products and data, compromise of
intellectual property or other proprietary information, or other significant disruptions. Furthermore, we rely on third-party vendors to supply
and/or support certain aspects of our information technology systems and resulting products. These third-party systems could also become
vulnerable to cyber-attack, malicious intrusions, breakdowns, interference, or other significant disruptions, and may contain defects in
design or manufacture or other problems that could result in system disruption or compromise the information security of our own systems.
Medtronic is constantly monitoring geopolitical events or issues (i.e., U.S.-China tensions) which may increase cybersecurity risks on a
global basis, and we take appropriate measures to counter any threats. Lastly, we continue to grow in part through new business acquisitions
and, as a result, may face risks associated with defects and vulnerabilities in acquired businesses’ systems, or difficulties or other
breakdowns or disruptions in connection with the integration of the acquisitions into our information technology systems.

Our worldwide operations mean that we are subject to laws and regulations, including data protection and cybersecurity laws and
regulations, in many jurisdictions. The variety of U.S. and international privacy and cybersecurity laws and regulations impacting our
operations are described in “Item 1. Business" – Other Factors Impacting Our Operations – Data Privacy and Security Laws and
Regulations. Any data security breaches, cyber-attacks, malicious intrusions or significant disruptions could result in actions by regulatory
bodies and/or civil litigation, any of which could materially and adversely affect our business, results of operations, financial condition, cash
flows, reputation, or competitive position.

In addition, our information technology systems require an ongoing commitment of significant resources to maintain, protect, and enhance
existing systems and develop new systems. This enables us to keep pace with continuing changes in information processing technology,
evolving legal and regulatory standards, the increasing need to protect patient and customer information, changes in the techniques used to
obtain unauthorized access to data and information systems, and the information technology needs associated with our changing products
and services. There can be no assurance that our extensive efforts (including, but not limited to, consolidating, protecting, upgrading, and
expanding our systems and capabilities, continuing to build security into the design of our products, and developing new systems to keep
pace with continuing changes in information processing technology, including, but not limited to, generative artificial intelligence
platforms) will be successful or that additional systems issues will not arise in the future.

If our information technology systems, products or services or sensitive data are compromised, there are many consequences that could
result. Consequences include, but are not limited, to patients or employees being exposed to financial or medical identity theft or suffering a
loss of product functionality, losing existing customers or have difficulty attracting new customers, experiencing difficulty preventing,
detecting, and controlling fraud, being exposed to the loss or misuse of confidential information, having disputes with customers,
physicians, and other healthcare professionals, suffering regulatory sanctions or penalties under federal laws, state laws, or the laws of other
jurisdictions, experiencing increases in operating expenses or an impairment in our ability to conduct our operations, incurring expenses or
losing revenues as a result of a data privacy breach, product failure, information technology outages or disruptions, or suffering other
adverse consequences including lawsuits or other legal action and damage to our reputation.

The failure to comply with anti-corruption laws could materially adversely affect our business and result in civil and/or criminal
sanctions.

The U.S. Foreign Corrupt Practices Act (FCPA), the Irish Criminal Justice (Corruption Offences) Act 2018, and similar anti-corruption laws
in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the
purpose of obtaining or retaining business and to ensure adequate internal controls, books, and records. Because of the predominance of
government-administered healthcare systems in many jurisdictions around the world, many of our customer relationships outside of the U.S.
are with governmental entities and are therefore potentially subject to such laws. We also participate in public-private partnerships and other
commercial and policy arrangements with governments around the globe.

Global enforcement of anti-corruption laws has increased in recent years, including investigations and enforcement proceedings leading to
assessment of significant fines and penalties against companies and individuals. Our international operations create a risk of unauthorized
payments or offers of payments by one of our employees, consultants, sales agents, or distributors. We maintain various controls aligned
with legal requirements to prevent and prohibit improper practices, including policies, programs, and training for our employees and third
party intermediaries acting on our behalf. However, existing safeguards and any future improvements may not always be effective, and our
employees, consultants, sales agents or distributors may engage in conduct for which we could be held responsible. In addition, regulators
could seek to hold us liable for conduct committed by companies in which we invest or that we acquire. Any alleged or actual violations of
these regulations may subject us to government scrutiny, criminal or civil sanctions and other liabilities, including exclusion from
government contracting, and could disrupt our business, adversely affect our reputation and result in a material adverse effect on our
business, results of operations, financial condition and cash flows.

Laws and regulations governing international business operations could adversely impact our business.

The U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and the U.S. Commerce Department’s Bureau of Industry
and Security (BIS) administer certain laws and regulations that restrict U.S. persons and, in some instances, non-U.S. persons, in conducting
activities, transacting business with, or making investments in, certain countries, governments, entities and individuals subject to U.S.

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economic sanctions or export restrictions. Our international operations subject us to these laws and regulations, which are complex, restrict
our business dealings with certain countries, governments, entities, and individuals, and are constantly changing. Further restrictions may be
enacted, amended, enforced or interpreted in a manner that materially impacts our operations.

From time to time, certain of our subsidiaries have limited business dealings in countries subject to comprehensive sanctions, including Iran,
Syria, Cuba, and the region of Crimea, as well as Russia and Belarus. Certain of our subsidiaries sell medical devices, and may provide
related services, to distributors and other purchasing bodies in such countries/region. These business dealings represent an insignificant
amount of our consolidated revenues and income, but expose us to a heightened risk of violating applicable sanctions regulations. Violations
of these regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from
government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment. We have established policies
and procedures designed to assist with our compliance with such laws and regulations. However, there can be no assurance that our policies
and procedures will prevent us from violating these regulations in every transaction in which we may engage, and such a violation could
adversely affect our reputation, business, results of operations, financial condition, and cash flows.

Climate change, or legal, regulatory or market measures to address climate change may materially adversely affect our financial
condition and business operations.

Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere presents risks to
our current and future operations from natural disasters and extreme weather conditions, such as hurricanes, tornadoes, earthquakes,
wildfires or flooding. Such extreme weather conditions and other conditions caused by or related to climate change could increase our
operational costs, pose physical risks to our facilities and adversely impact our supply chain, including: manufacturing and distribution
networks, the availability and cost of raw materials and components, energy supply, transportation, or other inputs necessary for the
operation of our business. The impacts of climate change on global water resources may result in water scarcity, which could impact our
ability to access sufficient quantities of water in certain locations and result in increased costs. Concerns over climate change could have an
impact on customer demand for our products and result in new legal or regulatory requirements designed to mitigate the effects of climate
change on the environment. Although it is difficult to predict and adequately prepare to meet the challenges to our business posed by
climate change, if new laws or regulations are more stringent than current legal or regulatory requirements, we may experience increased
compliance burdens and costs to meet the regulatory obligations as well as adverse impacts on raw material sourcing, manufacturing
operations and the distribution of our products.

We are subject to environmental laws and regulations and the risk of environmental liabilities, violations and litigation.

We are subject to environmental, health, and safety laws, and regulations concerning, among other things, the generation, handling,
transportation, and disposal of hazardous substances or wastes, the remediation of hazardous substances or materials at various sites, and
emissions or discharges into the land, air or water. We are further subject to numerous laws and regulations concerning, among other things,
chemical constituents in medical products and end-of-life disposal and take-back programs for medical devices. Our operations and those of
certain third-party suppliers involve the use of substances subject to these laws and regulations, primarily those used in manufacturing and
sterilization processes. If we or our suppliers violate these environmental laws and regulations, facilities could be shut down and violators
could be fined, or otherwise sanctioned. New laws and regulations, violations of these laws or regulations, stricter enforcement of existing
requirements, or the discovery of previously unknown contamination could require us to incur costs or could become the basis for new or
increased liabilities that could be material.

We are subject to risks related to our environmental, social and governance (ESG) practices and initiatives.

There is an increased focus from our stakeholders, as well as regulatory authorities in the U.S., European Union (EU) and other global
jurisdictions in which we operate, on ESG practices and disclosure. If we do not succeed, or are perceived to have fallen short, in any
number of ESG matters, such as environmental stewardship, inclusion, diversity and equity (ID&E) initiatives, supply chain practices, good
corporate governance, workplace conduct and support for local communities, or if we do not effectively respond to new or revised legal,
regulatory or reporting requirements concerning climate change or other sustainability concerns, we may be subject to regulatory fines and
penalties, our reputation or the reputation of our brands may suffer, we may be unable to attract and retain top talent, and our stock price
may be negatively affected. In addition, enhanced ESG laws, regulations and expectations in the jurisdictions in which we do business may
increase compliance burdens and costs for third parties throughout our global supply chain, which could cause disruption in the sourcing,
manufacturing and distribution of our products and adversely affect our business, financial condition or results of operations.

Further, we have made several public disclosures of objectives and targets (targets) relating to product stewardship, ID&E, patient safety
and product quality, access and innovation, and climate stewardship, including our ambition to be carbon neutral in our operations by 2030
and to achieve net zero emissions by 2045. Although we intend to achieve these targets, we may be required to expend significant resources
to do so, which could increase our operational costs. In addition, there can be no assurance of the extent to which any of our targets will be
achieved, or that any future investments we make to achieve such targets will meet investor, legal and/or any other regulatory expectations
and requirements. If we are unable to meet our targets, we may face litigation and could incur regulatory fines and penalties or adverse

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publicity and reaction from investors, advocacy groups or other stakeholders that may adversely impact our business, demand for our
products and services, and/or our financial condition and results of operations.

Our insurance program may not be adequate to cover future losses.

We have elected to self-insure most of our insurable risks across the Company, and we made this decision based on cost and availability
factors in the insurance marketplace. We manage and maintain a portion of our self-insured program through a wholly-owned captive
insurance company. We continue to maintain a directors and officers liability insurance policy with third-party insurers that provides
coverage for the directors and officers of the Company. We continue to monitor the insurance marketplace to evaluate the value of obtaining
insurance coverage for other categories of losses in the future. Although we believe, based on historical loss trends, that our self-insurance
program accruals and our existing insurance coverage will be adequate to cover future losses, historical trends may not be indicative of
future losses. The absence of third-party insurance coverage for other categories of losses increases our exposure to unanticipated claims
and these losses could have a material adverse impact on our business, results of operations, financial condition and cash flows.

Changes in tax laws or exposure to additional income tax liabilities could have a material impact on our business, results of operations,
financial condition and cash flows.

We are subject to income taxes, as well as non-income based taxes, in the U.S., Ireland, and various other jurisdictions in which we operate.
The tax laws in the U.S., Ireland and other countries in which we and our affiliates do business could change on a prospective or retroactive
basis, and any such changes could have a material impact on our business, results of operations, financial condition, and cash flows.

The Organization for Economic Cooperation and Development (OECD) secured agreement from 142 countries to push forward with
proposals to fundamentally rewrite International Tax rules which will likely impact the amount of tax multinationals such as Medtronic pay
in the future. Certain countries have already enacted or are in the process of enacting legislation in line with guidance provided by the
OECD. Ireland is subject to EU Directives and as a consequence has committed to enact legislation by December 31st 2023. As a result the
first year Medtronic is expected to be impacted by these changes is fiscal year 2025.

The aggressive nature of the timeline set by the OECD may mean that all implications for business may not have been fully worked through
or fully understood before rules are finalized. We continue to monitor the implications potentially resulting from this guidance. This action
together with other legislative changes in many countries on the mandatory sharing of company information (financial and operational) with
taxing authorities on a local and global basis under various information sharing initiatives, could lead to disagreements between jurisdictions
associated with the proper allocation of profits between such jurisdictions.

We are subject to ongoing tax audits in the various jurisdictions in which we operate. Tax authorities may disagree with certain positions we
have taken and assess additional taxes. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of
our tax provision. However, there can be no assurance that we will accurately predict the outcomes of these audits, and the actual outcomes
of these audits could have a material impact on our business, results of operations, financial condition, and cash flows.

We have recorded reserves for potential payments of tax to various tax authorities related to uncertain tax positions. However, the
calculation of such tax liabilities involves the application of complex tax laws, regulations and treaties (where applicable) in many
jurisdictions. Therefore, any dispute with a tax authority may result in a payment that is significantly different from current estimates. If
payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities generally would result in tax
benefits being recognized in the period when we determine the liabilities are no longer necessary. If our estimate of tax liabilities proves to
be less than the amount for which it is ultimately liable, we would incur additional charges, and such charges could have a material adverse
effect on our business, results of operations, financial condition, and cash flows.

The Medtronic, Inc. tax court proceeding outcome could have a material adverse impact on our financial condition.

In March 2009, the IRS issued its audit report for Medtronic Inc. for fiscal years 2005 and 2006. Medtronic, Inc. reached agreements 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 our key
manufacturing sites. The Tax Court issued its opinion on August 18, 2022, and it remains subject to appeal by either or both parties. At this
time, the Company is evaluating whether to file an appeal. An adverse outcome in this matter could materially and adversely affect our
business, results of operations, financial condition, and cash flows. See Note 18 to the consolidated financial statements in "Item 8.
Financial Statements and Supplementary Data" in this Annual Report on Form 10-K.

Future potential changes to the U.S. tax laws could result in us being treated as a U.S. corporation for U.S. federal tax purposes, and the
IRS may not agree with the conclusion that we should be treated as a foreign corporation for U.S. federal income tax purposes.

Because Medtronic plc is organized under the laws of Ireland, we would generally be classified as a foreign corporation under the general
rule that a corporation is considered tax resident in the jurisdiction of its organization or incorporation for U.S. federal income tax purposes.
Even so, the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax
purposes pursuant to Section 7874 of the U.S. Internal Revenue Code of 1986, as amended (the Code). In addition, a retroactive change to

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U.S. tax laws in this area could change this classification. If we were to be treated as a U.S. corporation for federal tax purposes, we could
be subject to substantially greater U.S. tax liability than currently contemplated as a non-U.S. corporation.

Legislative or other governmental action relating to the denial of U.S. federal or state governmental contracts to U.S. companies that
redomicile abroad could adversely affect our business.

Various U.S. federal and state legislative proposals that would deny governmental contracts to U.S. companies that move their corporate
location abroad may affect us. We are unable to predict the likelihood that, or final form in which, any such proposed legislation might
become law, the nature of the regulations that may be promulgated under any future legislative enactments, or the effect such enactments
and increased regulatory scrutiny may have on our business.

Risks Relating to Our Jurisdiction of Incorporation

We are incorporated in Ireland, and Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our
securities.

Our shareholders may have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction
of the United States. It may not be possible to enforce court judgments obtained in the U.S. against us in Ireland based on the civil liability
provisions of the U.S. federal or state securities laws. In addition, there is some uncertainty as to whether the courts of Ireland would
recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities provisions of the
U.S. federal or state securities laws or hear actions against us or those persons based on those laws. We have been advised that the U.S.
currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial
matters. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or
not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland.

As an Irish company, we are governed by the Irish Companies Act 2014, which differs in some material respects from laws generally
applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions
and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only.
Shareholders of Irish companies generally do not have a personal right of action against directors or officers of the company and may
exercise such rights of action on behalf of the company only in limited circumstances. Accordingly, holders of our securities may have more
difficulty protecting their interests than would holders of securities of a corporation incorporated in the U.S.

As an Irish public limited company, certain capital structure decisions require shareholder approval, which may limit Medtronic’s
flexibility to manage its capital structure.

Under Irish law, our authorized share capital can be increased by an ordinary resolution of our shareholders and the directors may issue new
ordinary or preferred shares, without shareholder approval, once authorized to do so by our articles of association or by an ordinary
resolution of our shareholders. Additionally, subject to specified exceptions, Irish law grants statutory preemption rights to existing
shareholders where shares are being issued for cash consideration but allows shareholders to disapply such statutory preemption rights
either in our articles of association or by way of special resolution. Such disapplication can either be generally applicable or be in respect of
a particular allotment of shares. Accordingly, at our 2022 Annual General Meeting, our Shareholders authorized our Board of Directors to
issue up to 33% of our issued ordinary shares and further authorized our Board of Directors to issue up to 10% of such shares for cash
without first offering them to our existing shareholders (provided that with respect to 5% of such shares, such allotment is to be used for the
purposes of a specified capital investment). Both of these authorizations will expire on June 8, 2024, unless renewed by shareholders for a
further period. We anticipate seeking new authorizations at our 2023 Annual General Meeting and in subsequent years. We cannot provide
any assurance that these authorizations will always be approved, which could limit our ability to issue equity and thereby adversely affect
the holders of our securities.

A transfer of our shares, other than ones effected by means of the transfer of book-entry interests in the Depository Trust Company, may
be subject to Irish stamp duty.

Transfers of our shares effected by means of the transfer of book entry interests in the Depository Trust Company (DTC) will not be subject
to Irish stamp duty. However, if a shareholder holds our shares directly rather than beneficially through DTC, any transfer of shares could
be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the shares acquired).
Payment of Irish stamp duty is generally a legal obligation of the transferee. The potential for stamp duty could adversely affect the price of
shares.

In certain limited circumstances, dividends we pay may be subject to Irish dividend withholding tax and dividends received by Irish
residents and certain other shareholders may be subject to Irish income tax.

In certain limited circumstances, dividend withholding tax (currently at a rate of 25%) may arise in respect of dividends paid on our shares.
A number of exemptions from dividend withholding tax exist such that shareholders resident in the U.S. and other specified countries that
have a tax treaty with Ireland may be entitled to exemptions from dividend withholding tax.

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Shareholders resident in the U.S. that hold their shares through DTC will not be subject to dividend withholding tax, provided the addresses
of the beneficial owners of such shares in the records of the brokers holding such shares are recorded as being in the U.S. (and such brokers
have further transmitted the relevant information to a qualifying intermediary appointed by us). However, other shareholders may be subject
to dividend withholding tax, which could adversely affect the price of their shares.

Shareholders entitled to an exemption from Irish dividend withholding tax on dividends received from us will not be subject to Irish income
tax in respect of those dividends unless they have some connection with Ireland other than their shareholding in our Company (for example,
they are resident in Ireland). Shareholders who are not resident nor ordinarily resident in Ireland, but who receive dividends subject to Irish
dividend withholding tax, will generally have no further liability to Irish income tax on those dividends.

Our shares received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.

Irish capital acquisitions tax (CAT) could apply to a gift or inheritance of our shares irrespective of the place of residence, ordinary
residence or domicile of the parties. This is because our shares will be regarded as property situated in Ireland. The person who receives the
gift or inheritance has primary liability for CAT. Gifts and inheritances passing between spouses are exempt from CAT. Children currently
have a tax-free threshold of €335,000 in respect of taxable gifts or inheritances received from their parents. Irish Revenue typically updates
the amount of this tax-free threshold on an annual basis.

Economic and Industry Risks

Changes in the prices of our goods and services and/or inflationary costs may have a material adverse effect on our business, results of
operations, financial condition and cash flows.

We have experienced, and may continue to experience, decreasing prices for certain of our goods and services due to pricing pressure from
managed care organizations and other third-party payers on our customers, increased market power of our customers as the medical device
industry consolidates and increased competition among medical engineering and manufacturing services providers. We have also recently
experienced, and may continue to experience, rising costs due to inflation. If the prices for our goods and services change or inflation
continues to rise, we may be unable to sufficiently reduce our expenses or offset rising costs through increased prices to customers. As a
result, our business, results of operations, financial condition and cash flows may be adversely affected.

We are subject to a variety of risks associated with global operations that could adversely affect our profitability and operating results.

We develop, manufacture, distribute and sell our products globally. We intend to continue to expand our operations and to pursue growth
opportunities outside the U.S., especially in emerging markets. Operations in different countries including emerging markets could expose
us to additional and greater risks and potential costs, including:

•

fluctuations in currency exchange rates,

healthcare reform legislation,

the need to comply with different regulatory regimes worldwide that are subject to change and that could restrict our ability to
manufacture and sell our products,

local product preferences and product requirements,

longer-term receivables than are typical in the U.S.,

economic sanctions, export controls, trade protection measures, tariffs and other border taxes, and import or export licensing
requirements,

less intellectual property protection in some countries outside the U.S. than exists in the U.S.,

different labor regulations and workforce instability,

political and economic instability, including as a result of wars and insurrections,

the expiration and non-renewal of foreign tax rulings and/or grants,

potentially negative consequences from changes in or interpretations of tax laws, and

economic instability and inflation, recession or interest rate fluctuations.

The ongoing global economic competition and trade tensions between the U.S. and China present risk to Medtronic. Although we have been
able to mitigate some of the impact on Medtronic from increased duties imposed by both sides (through petitioning both governments for
tariff exclusions and other mitigations), the risk remains of additional tariffs and other kinds of restrictions. Tariff exclusions awarded to
Medtronic by the U.S. Government require periodic renewal, and policies for granting exclusions could shift. The U.S. and China, which

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comprises approximately seven percent of our total revenues, could impose other types of restrictions such as limitations on government
procurement or technology export restrictions, which could affect Medtronic’s access to the markets.

The Russia-Ukraine conflict and resulting sanctions and export restrictions are creating barriers to doing business in Russia and Belarus and
adversely impacting global supply chains. While we have no manufacturing, distribution or direct material suppliers in the region, we
continue to closely monitor the potential raw material/sub-tier supplier impact in both Russia and Ukraine. Materials like palladium and
neon, which are both dependent on Russia supply, are part of broader semiconductor shortages in industry. Additional sanctions, export
restrictions, and potential countermeasures within Russia may lead to greater uncertainty and geopolitical shifts in Asia that could cause
additional adverse impacts on global supply chains and our business, results of operations, financial condition, and cash flows.

More generally, several governments including the U.S. have raised the possibility of policies to induce “re-shoring” of supply chains, less
reliance on imported supplies, and greater national production. Examples include potential “Buy America” requirements in the U.S. If such
steps triggered retaliation in other markets restricting access to foreign products in purchases by their government-owned healthcare
systems, the result could be a significant impact on Medtronic.

Other significant changes or disruptions to international trade arrangements, such as termination or modifications of other existing trade
agreements, may adversely affect our business, results of operations, financial condition and cash flows. In addition, a significant amount of
our trade receivables are with national healthcare systems in many countries. Repayment of these receivables is dependent upon the political
and financial stability of those countries. In light of these global economic fluctuations, we continue to monitor the creditworthiness of
customers. Failure to receive payment of all or a significant portion of these receivables could adversely affect our business, results of
operations, financial condition and cash flows.

The COVID-19 pandemic, and the responses of business and governments to the pandemic, have at times resulted in reduced availability of
air transport, port closures, increased border controls or closures, increased transportation costs and increased security threats to our supply
chain, and countries may continue to close borders, impose prolonged quarantines, and further restrict travel and other activities. Our
business could be adversely impacted if we are unable to successfully manage these and other risks of global operations.

Finally, changes in currency exchange rates may impact the reported value of our revenues, expenses, and cash flows. We cannot predict
changes in currency exchange rates, the impact of exchange rate changes, nor the degree to which we will be able to manage the impact of
currency exchange rate changes.

Instability in the financial sector could adversely affect our revenues, results of operation, or financial condition.

Recent disruptions in the financial services industry caused periods of tightened credit availability and volatility in borrowing terms. If these
conditions were to recur or worsen, we may experience reduced demand for a number of our products. In addition, we could experience loss
of sales and profits due to delayed payments or insolvency of healthcare professionals, hospitals and other customers, suppliers and vendors
facing liquidity issues. As a result, our business and liquidity may be adversely impacted, and we may be compelled to take additional
measures to preserve our cash flow.

Consolidation in the healthcare industry could have an adverse effect on our revenues and results of operations.

Many healthcare industry companies, including healthcare systems, distributors, manufacturers, providers, and insurers, are consolidating or
have formed strategic alliances. As the healthcare industry consolidates, competition to provide goods and services to industry participants
will become more intense. Further, this consolidation creates larger enterprises with greater negotiating power, which they can use to
negotiate price concessions. If we must reduce our prices because of industry consolidation, or if we lose customers as a result of
consolidation, our business, results of operations, financial condition, and cash flows could be adversely affected.

Healthcare industry cost-containment measures could result in reduced sales of our medical devices and medical device components.

Most of our customers, and the healthcare providers to whom our customers supply medical devices, rely on third-party payers, including
government programs and private health insurance plans, to reimburse some or all of the cost of the procedures in which medical devices
that incorporate components we manufacture or assemble are used. The continuing efforts of governmental authorities, insurance companies
and other payers of healthcare costs to contain or reduce these costs could lead to patients being unable to obtain approval for payment from
these third-party payers. If third-party payer payment approval cannot be obtained by patients, sales of finished medical devices that include
our components may decline significantly and our customers may reduce or eliminate purchases of our components. The cost-containment
measures that healthcare providers are instituting, both in the U.S. and outside of the U.S., could harm our ability to operate profitably. For
example, managed care organizations have successfully negotiated volume discounts for pharmaceuticals, and GPOs and IDNs have also
concentrated purchasing decisions for some customers, which has led to downward pricing pressure for medical device companies,
including us.

Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

Medtronic's principal executive office is located in Ireland and is leased by the Company, while its main operational offices are located in
the Minneapolis, Minnesota metropolitan area and are owned by the Company.

The Company's total manufacturing and research space is approximately 9.8 million square feet. Approximately 34 percent of the
manufacturing or research facilities are owned by Medtronic and the remaining balance is leased. The following is a summary of the
Company's largest manufacturing facilities by location:

Location Country or State

Connecticut

Puerto Rico

Mexico

China

Minnesota

Ireland

Dominican Republic

Arizona

Switzerland

California

Colorado

Florida

France

Massachusetts

Italy

Square Feet (in thousands)

1,138

811

762

708

623

446

395

294

283

260

259

255

249

245

230

Medtronic also maintains sales and administrative offices in the U.S. at five locations in five states and outside the U.S. at 119 locations in
62 countries. A majority of these locations are leased. The Company is using substantially all of its currently available productive space to
develop, manufacture, and market its products. The Company's facilities are well-maintained, suitable for their respective uses, and
adequate for current needs.

Item 3. Legal Proceedings

In accordance with Item 103 of Regulation S-K, we have adopted a $1 million disclosure threshold for proceedings under environmental
laws to which a governmental authority is a party, as we believe matters under this threshold are not material to the Company. A discussion
of the Company’s legal proceedings and other loss contingencies are described in Note 18 to the consolidated financial statements in “Item
8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Market for Medtronic’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities

The Company’s ordinary shares are listed on the New York Stock Exchange under the symbol “MDT.”

The following table provides information about the shares repurchased by the Company during the fourth quarter of fiscal year 2023:

PART II

Fiscal Period
1/28/2023-2/24/2023
2/25/2023-3/31/2023
4/1/2023-4/28/2023

Total

Total Number of
Shares Purchased

Average Price
Paid per
Share

Total Number of Shares
Purchased as a Part of
Publicly Announced
Program

Maximum Approximate
Dollar Value of Shares
that may yet be Purchased
Under the Program

257,425 $
448,355
389,900
1,095,680 $

84.48
80.19
83.02
82.20

257,425 $
448,355
389,900
1,095,680 $

2,446,440,933
2,410,488,558
2,378,119,960
2,378,119,960

In March 2019, the Company's Board of Directors authorized the repurchase of $6.0 billion of the Company's ordinary shares. There is no
specific time-period associated with these repurchase authorizations. For additional discussion, see Note 11 to the consolidated financial
statements in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

On June 16, 2023, there were approximately 21,589 shareholders of record of the Company’s ordinary shares. Ordinary cash dividends
declared and paid totaled $0.68 per share for each quarter of fiscal year 2023 and $0.63 per share for each quarter of fiscal year 2022. On
May 25, 2023, the Company announced an increase in Medtronic's cash dividends for the first quarter of fiscal year 2024, raising the
amount to $0.69 per share.

Stock Performance Graph

The following graph compares the cumulative total shareholder return on Medtronic’s ordinary shares with the cumulative total shareholder
return on the Standard & Poor’s (S&P) 500 Index and the S&P 500 Health Care Equipment Index for the last five fiscal years. The graph
assumes that $100 was invested at market close on April 27, 2018 in Medtronic’s ordinary shares, the S&P 500 Index, and the S&P 500
Health Care Equipment Index and that all dividends were reinvested.

Company/Index

Medtronic plc

S&P 500 Index

April 2018

April 2019

April 2020

April 2021

April 2022

April 2023

$ 100.00 $ 109.85 $ 127.59 $ 171.99 $ 140.18 $ 126.27

100.00

112.33

110.58

165.75

166.10

170.53

S&P 500 Health Care Equipment Index

100.00

117.36

133.57

177.12

165.24

175.54

For information on the Company's equity compensation plans, see "Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Shareholder Matters" in this Annual Report on Form 10-K.

Medtronic plcS&P 500 IndexS&P 500 Health Care Equipment IndexApril 2018April 2019April 2020April 2021April 2022April 2023$75$100$125$150$175$200

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Irish Restrictions on Import and Export of Capital

Except as indicated below, there are no restrictions on non-residents of Ireland dealing in Irish domestic securities, which includes ordinary
shares of Irish companies. Except as indicated below, dividends and redemption proceeds also continue to be freely transferable to non-
resident holders of such securities. The Financial Transfers Act, 1992 provides that the Irish Minister for Finance can make provision for the
restriction of financial transfers between Ireland and other countries. For the purposes of this Act, “financial transfers” include all transfers
which would be movements of capital or payments within the meaning of the treaties governing the E.U. if they had been made between
Member States of the E.U. This Act and underlying E.U. regulations provide for the restriction of financial transfers to certain countries,
organizations, and people including the Al-Qaeda network and the Taliban, Afghanistan, Belarus, Burma (Myanmar), Democratic People’s
Republic of Korea, Democratic Republic of Congo, Iran, Iraq, Lebanon, Libya, Republic of Guinea, Republic of Guinea-Bissau, Russia,
Somalia, Sudan, Syria, Tunisia, certain persons and groups in Ukraine and Zimbabwe.

Any transfer of, or payment in respect of, a share or interest in a share involving the government of any country that is currently the subject
of United Nations or E.U. sanctions, any person or body controlled by any of the foregoing, or by any person acting on behalf of the
foregoing, may be subject to restrictions pursuant to such sanctions as implemented into Irish law.

Irish Taxes Applicable to U.S. Holders

Dividends paid by Medtronic will generally be subject to Irish dividend withholding tax (currently at a rate of 25 percent) unless an
exemption applies.

Dividends paid to U.S. residents will not be subject to Irish dividend withholding tax provided that:

•

in the case of a beneficial owner of Medtronic shares held in the Depository Trust Company (DTC), the address of the beneficial
owner in the records of his or her broker is in the United States and this information is provided by the broker to the Company’s
qualifying intermediary; or

in the case of a record owner, the record owner has provided to the Company’s transfer agent a valid U.S. Certification of
Residence (Form 6166) or valid Irish Non-Resident Form V2.

Irish income tax may also arise with respect to dividends paid on Medtronic’s ordinary shares. A U.S. resident who meets one of the
exemptions from dividend withholding tax described above and who does not hold Medtronic shares through a branch or agency in Ireland
through which a trade is carried on generally will not have any Irish income tax liability on a dividend paid by Medtronic. In addition, if a
U.S. shareholder is subject to the dividend withholding tax, the withholding payment discharges any Irish income tax liability, provided the
shareholder furnishes to the Irish Revenue authorities a statement of the dividend withholding tax imposed.

While the U.S./Ireland Double Tax Treaty contains provisions regarding withholding, due to the wide scope of the exemptions from
dividend withholding tax available under Irish domestic law, it would generally be unnecessary for a U.S. resident shareholder to rely on the
treaty provisions.

Item 6. Reserved

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Item 7. 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 the Company. The discussion focuses on our financial results for the fiscal year ended April 28, 2023 (fiscal
year 2023) and the fiscal year ended April 29, 2022 (fiscal year 2022). A discussion on our results of operations for fiscal year 2022 as
compared to the year ended April 30, 2021 (fiscal year 2021) is included in Part II, Item 7. "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended April 29, 2022, filed with the SEC
on June 23, 2022, and is incorporated by reference into this Form 10-K. You should read this discussion and analysis along with our
consolidated financial statements and related notes thereto at April 28, 2023 and April 29, 2022 and for fiscal years 2023, 2022, and 2021,
which are presented within "Item 8. Financial Statements and Supplementary Data" in this Annual Report on Form 10-K. Amounts reported
in millions within this annual 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 below, 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.

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EXECUTIVE LEVEL OVERVIEW

The following is a summary of revenue, diluted earnings per share, and cash flow for fiscal years 2023 and 2022:

GAAP to Non-GAAP Reconciliations

The tables below present reconciliations of our Non-GAAP financial measures to the most directly comparable financial measures prepared
in accordance with U.S. GAAP for fiscal years 2023 and 2022.

(in millions, except per share data)
GAAP

Non-GAAP Adjustments:

Amortization of intangible assets
Restructuring and associated costs (1)
Acquisition-related items (2)
Divestiture and separation-related items (3)
Certain litigation charges, net (4)
(Gain)/loss on minority investments (5)
Medical device regulations (6)
Debt redemption premium and other charges (7)
Certain tax adjustments, net (8)

Income Before
Income Taxes
$

5,364 $

Fiscal year ended April 28, 2023

Income Tax
Provision
(Benefit)

Net Income
Attributable to
Medtronic

Diluted EPS

Effective Tax
Rate

1,580 $

3,758 $

2.82

29.5 %

1,698

647

110

235

(30)

(33)

150

—

255

139

(8)

(910)

1,443

507

227

(23)

(29)

120

910

1.08

0.38

0.07

0.17

(0.02)

0.09

0.03

0.68

5.29

15.0

21.5

19.1

3.4

26.7

(6.1)

20.0

20.8

—

13.8 %

Non-GAAP

8,194 $

1,128 $

7,045 $

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(in millions, except per share data)
GAAP

Non-GAAP Adjustments:

Amortization of intangible assets
Restructuring and associated costs (1)
Acquisition-related items (2)
Certain litigation charges
(Gain)/loss on minority investments (5)
Medical device regulations (6)
MCS impairment / costs (9)
Certain tax adjustments, net (10)

Income Before
Income Taxes
$

5,517 $

Fiscal year ended April 29, 2022

Income Tax
Provision
(Benefit)

Net Income
Attributable to
Medtronic

Diluted EPS

Effective Tax
Rate

456 $

5,039 $

3.73

8.3 %

1,733

335

(43)

(12)

102

881

—

266

—

220

1,467

281

(48)

(9)

661

(50)

1.09

0.21

(0.04)

0.06

(0.01)

0.06

0.49

(0.04)

5.55

15.3

16.1

(11.6)

17.9

—

15.7

25.0

—

12.6 %

Non-GAAP

8,609 $

1,084 $

7,505 $

(1) Associated costs include costs incurred as a direct result of the restructuring program, such as salaries for employees supporting the program and

consulting expenses.

(2) The charges primarily include business combination costs and changes in fair value of contingent consideration.
(3) The charges predominantly include non-cash pre-tax impairments, primarily related to goodwill, changes in the carrying value of the disposal group,
and other associated costs, as a result of the April 1, 2023 sale of half of the Company's Renal Care Solutions (RCS) business; charges related to the
impending separation of the Patient Monitoring and Respiratory Interventions businesses within our Medical Surgical Portfolio in the fourth quarter of
fiscal year 2023; and charges related to an exit of a business which are primarily comprised of inventory write-downs.

(4) Certain litigation includes $35 million income related to the one-time payment received as a result of the Intellectual Property Agreement entered into

with Edwards Lifesciences on April 12, 2023.

(5) We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense

have a direct correlation to our ongoing or future business operations.

(6) The charges represent estimated incremental costs of complying with the new European Union medical device regulations for previously registered
products and primarily include charges for contractors supporting the project and other direct third-party expenses. We consider these costs to be
duplicative of previously incurred costs and /or one-time costs, which are limited to a specific period.

(7) The charges relate to the early redemption of approximately $2.3 billion of debt and were recorded within interest expense, net within the consolidated

statements of income.

(8) The charge primarily relates to a $764 million reserve adjustment that was a direct result of the U.S. Tax Court opinion, issued on August 18, 2022, on
the previously disclosed litigation regarding the allocation of income between Medtronic, Inc. and its wholly owned subsidiary operating in Puerto
Rico. Additional charges relate to the reduction of deferred tax assets due to the disallowance of certain interest deductions and the change in the
reporting currency for certain carryover attributes, and the amortization on previously established deferred tax assets from intercompany intellectual
property transactions.

(9) The charges relate to the Company’s June 2021 decision to stop the distribution and sale of the Medtronic HVAD System within the Mechanical
Circulatory Support Operating Unit (MCS). The charges included $515 million of non-cash impairments, primarily related to $409 million of
intangible asset impairments, as well as $366 million for commitments and obligations in connection with the decision, including patient support
obligations, restructuring, and other associated costs. Medtronic is committed to serving the needs of patients currently implanted with the HVAD
System.

(10) The net benefit primarily relates to the deferred tax impact associated with a step up in tax basis for Swiss Cantonal purposes and a change in tax rates
on deferred taxes associated with intellectual property, which are partially offset by the amortization on previously established deferred tax assets from
intercompany intellectual property transactions and a charge related to a change in the Company's permanent reinvestment assertion on certain
historical earnings.

Table of Contents

Free Cash Flow

Free cash flow, a non-GAAP financial measure, is calculated by subtracting additions to property, plant, and equipment from net cash
provided by operating activities. Management uses this non-GAAP financial measure, in addition to U.S. GAAP financial measures, to
evaluate our operating results. Free cash flow should be considered supplemental to, and not a substitute for, our reported financial results
prepared in accordance with U.S. GAAP. Reconciliations between net cash provided by operating activities (the most comparable U.S.
GAAP measure) and free cash flow are as follows:

(in millions)

Net cash provided by operating activities

Additions to property, plant, and equipment

Free cash flow

Fiscal Year

2023

2022

6,039

(1,459)

4,580

7,346

(1,368)

5,978

Refer to the Summary of Cash Flows section for drivers of the change in cash provided by operating activities.

Table of Contents

NET SALES

Segment and Division

The charts below illustrate the percent of net sales by segment for fiscal years 2023 and 2022:

The

table

below

includes

net

sales

segment

and

division

for

fiscal

years

2023

and

2022:

(in millions)

Cardiac Rhythm & Heart Failure

Structural Heart & Aortic

Coronary & Peripheral Vascular

Cardiovascular

Surgical Innovations
Respiratory, Gastrointestinal, & Renal

Medical Surgical

Cranial & Spinal Technologies

Specialty Therapies

Neuromodulation

Neuroscience

Diabetes

Total

Net Sales by Fiscal Year

2023

2022

Percent Change

5,835 $

3,363

2,375

11,573

5,663
2,770

8,433
4,451

2,815

1,693

8,959

2,262

5,908

3,055

2,460

11,423

6,060
3,081

9,141
4,456

2,592

1,735

8,784

2,338

(1) %

(3)

(7)
(10)

(8)
—

(2)

(3)

31,227 $

31,686

(1) %

Fiscal year 202337.1%27.0%28.7%7.2%Cardiovascular Medical Surgical NeuroscienceDiabetes Fiscal year 202236.1%28.8%27.7%7.4%CardiovascularMedical SurgicalNeuroscienceDiabetes

Table of Contents

Segment and Market Geography

The charts below illustrate the percent of net sales by market geography for fiscal years 2023 and 2022:

The table below includes net sales by market geography for each of our segments for fiscal years 2023 and 2022:

U.S.(1)

Non-U.S. Developed Markets(2)

Emerging Markets(3)

(in millions)

Fiscal Year
2023

Fiscal Year
2022

% Change

Fiscal Year
2023

Fiscal Year
2022

% Change

Fiscal Year
2023

Fiscal Year
2022

% Change

Cardiovascular

5,848 $

5,545

5 % $

3,564 $

3,866

(8) % $

2,161 $

2,012

7 %

Medical Surgical

Neuroscience

Diabetes

Total

3,658

6,018

849

3,862

5,753

974

(5)

(13)

3,080

1,658

1,106

3,373

1,801

1,085

(9)

(8)

1,694

1,283

307

1,905

1,229

279

(11)

$ 16,373 $ 16,135

1 % $

9,408 $ 10,126

(7) % $

5,446 $

5,426

— %

(1) U.S. includes the United States and U.S. territories.
(2) Non-U.S. developed markets include Japan, Australia, New Zealand, Korea, Canada, and the countries within Western Europe.
(3)

Emerging markets include the countries of the Middle East, Africa, Latin America, Eastern Europe, and the countries of Asia that are not included in
the non-U.S. developed markets, as defined above.

The decline in net sales for fiscal year 2023 was primarily driven by unfavorable currency impacts, impact of volume-based procurement
tenders and COVID-19 resurgence in China, as well as supply chain challenges in certain businesses, particularly in the first quarter of fiscal
year 2023. Currency had an unfavorable impact of $1.2 billion on non-U.S. developed markets and $262 million on emerging markets. The
decline in net sales was partially offset by growth in certain product lines and businesses, including Micra, Transcatheter Aortic Valve
replacements (TAVR), hemorrhagic and ischemic stroke, and ENT, in addition to the $265 million one-time payment received as a result of
the Intellectual Property Agreement entered into with Edwards Lifesciences, as further discussed in the Cardiovascular net sales section
below.

Fiscal year 202352.4%30.1%17.4%U.S.Non-U.S. Developed MarketsEmerging MarketsFiscal year 202250.9%32.0%17.1%U.S.Non-U.S. Developed MarketsEmerging Markets

Table of Contents

Looking ahead, a number of macro-economic and geopolitical factors could negatively impact our business, including without limitation:

•

Competitive product launches and pricing pressure, geographic macro-economic risks including fluctuations in currency
exchange rates, general price inflation, rising interest rates, reimbursement challenges, impacts from changes in the mix
of our product offerings, delays in product registration approvals, and replacement cycle challenges;

National and provincial/state tender decisions, including around pricing, for certain products, particularly in China;

The uncertain and uneven impact of COVID-19 on future procedural volumes, supply constraints including certain
electronic components and semiconductors, healthcare staffing in certain regions, and resulting impacts on demand for
our products and therapies; and

The sanctions and other measures being imposed in response to the Russia-Ukraine conflict are having, and could
continue to have impacts on revenue and supply chain. The financial impact of the conflict in fiscal year 2023, including
on accounts receivable and inventory reserves, was not material, and for fiscal year 2023, the business of the Company in
these countries represented less than 1% of the Company's consolidated revenues and assets. Although the implications
of this conflict are difficult to predict at this time, the ongoing conflict may increase pressure on the global economy and
supply chains, resulting in increased future volatility risk for our business operations and performance.

Cardiovascular

Cardiovascular products include pacemakers, insertable cardiac monitors, cardiac resynchronization therapy devices, implantable
cardioverter defibrillators (ICD), leads and delivery systems, electrophysiology catheters, products for the treatment of atrial fibrillation,
information systems for the management of patients with Cardiac Rhythm & Heart Failure devices, products designed to reduce surgical site
infections, coronary and peripheral stents and related delivery systems, balloons and related delivery systems, endovascular stent graft
systems, heart valve replacement technologies, cardiac tissue ablation systems, and open heart and coronary bypass grafting surgical
products. Cardiovascular also includes Care Management Services and Cath Lab Managed Services (CLMS) within the Cardiac Rhythm &
Heart Failure division. Cardiovascular net sales for fiscal year 2023 were $11.6 billion, an increase of 1 percent as compared to fiscal year
2022. The net sales increase was primarily due to the strong performance of Micra, TAVR, and Diagnostics, partially offset by unfavorable
currency impact of $569 million and supply chain challenges in certain businesses.

The charts below illustrate the percent of Cardiovascular net sales by division for fiscal years 2023 and 2022:

Cardiac Rhythm & Heart Failure (CRHF) net sales decreased 1 percent in fiscal year 2023 as compared to fiscal year 2022. The decrease
was driven by Cardiac Ablation Solutions experiencing competitive pressures in Western Europe, as well as the pending volume-based
procurement (VBP) tenders in China, offset by continued adoption of Micra AV, TYRX antibacterial envelopes, LINQ II implants, and
growth from Arctic Front cryoblation catheters in the U.S.

Fiscal year 202350.4%29.1%20.5%CRHFSHACPVFiscal year 202251.7%26.7%21.5%CRHFSHACPVTable of Contents

Structural Heart & Aortic (SHA) net sales increased 10 percent in fiscal year 2023 as compared to fiscal year 2022. The increase was led by
growth in transcatheter aortic valve replacement (TAVR), including the U.S. and Japan. Results include $265 million of revenue from a
one-time payment received as a result of the Intellectual Property Agreement (agreement) entered into with Edwards Lifesciences
(Edwards) on April 12, 2023. As part of this agreement, Edwards will also pay the Company royalty payments tied to future net sales of
certain Edwards products. Net sales growth was negatively impacted by a field corrective action with the Harmony Transcatheter
Pulmonary Valve and Delivery Catheter System.

Coronary & Peripheral Vascular (CPV) net sales decreased 3 percent in fiscal year 2023 as compared to fiscal year 2022. The net sales
declines were driven by market procedural volumes in Coronary remaining below pre-COVID levels in several major markets, headwinds
related to U.S. hospital contrast shortages early in fiscal year 2023, and declines in Peripheral Vascular Health due to competitors re-
entering the market and supply chain challenges. Net sales declines were partially offset by strong demand combined with improved product
availability of the SpiderFX embolic protection device (EPD) and strong performance of our superficial venous product portfolio, including
the VenaSeal system.

In addition to the macro-economic and geopolitical factors described in the Net Sales section, looking ahead, we expect Cardiovascular
could be affected by the following:

•

Continued growth of our Micra transcatheter pacing system. Our portfolio consists of Micra VR and Micra AV, which offer
leadless pacing therapy to approximately 45 percent of pacemaker patients. We expect the launch of next generation Micra AV2/
VR2 in the first quarter of fiscal year 2024 will continue to support adoption of leadless pacing, as it extends the capability of the
Micra portfolio by adding significant battery longevity and programming simplicity.

Continued acceptance and growth from the Azure XT and S SureScan pacing systems and the 3830 lead. Azure pacemakers feature
Medtronic-exclusive BlueSync technology, which enables automatic, secure wireless remote monitoring with increased device
longevity. The 3830 lead, previously labeled for His-bundle pacing, has now been expanded to include left bundle branch area
pacing.

Growth of the Cobalt and Crome portfolio of ICDs and CRT-Ds.

Growth of the CRT-P quadripolar pacing system.

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

Continued acceptance and expansion of the LINQ II cardiac monitor. During the third quarter of fiscal year 2022, we launched two
AccuRhythm AI algorithms on the LINQ II platform to significantly reduce false positive alerts for Atrial Fibrillation and pause
episodes while retaining sensitivity for true positive detection and reduce clinic workload and burden. AccuRhythm AI launched in
Europe during the first quarter of fiscal year 2023.

Continued growth of Arctic Front cryoablation for treatment of atrial fibrillation.

Acceptance and growth of the Affera Mapping/Navigation System and Sphere 9 mapping/ablation catheter. The system was
launched under a limited market release in the fourth quarter of fiscal year 2023 in Western Europe.

Continued acceptance and growth of the self-expanding CoreValve Evolut transcatheter aortic valve replacement platform. This
includes Evolut PRO which provides enhanced hemodynamics, reliable delivery, enhanced durability, advanced sealing, and
Evolut FX, a system designed to improve the overall procedural experience through enhancements in deliverability, implant
visibility, and deployment stability.

Continued expansion and training of field support to increase coverage in the U.S. centers performing TAVR procedures.

Continued acceptance and growth of the Onyx Frontier DES platform. The platform launched in the U.S. in the first quarter of
fiscal year 2023 and in select international countries in the second quarter of fiscal year 2023. Onyx Frontier is a drug-eluding stent
(DES) that introduces an enhanced delivery system and is used for complex percutaneous coronary intervention (PCI).

Continued acceptance of the VenaSeal Closure System in the U.S. The VenaSeal Closure System is a unique non-thermal solution
to address superficial venous disease that provides improved patient comfort, reduces the recovery time, and eliminates the risk of
thermal nerve injury.

Acceptance and growth of IN.PACT 018 drug-coated balloon (DCB). The product was launched in the U.S. under limited market
release in the first quarter of fiscal year 2023 with full market release in the third quarter of fiscal year 2023. IN.PACT 018 adds to
the existing IN.PACT Admiral DCB portfolio and is used to treat femoropopliteal disease.

Table of Contents

• Market and competitive pressure on sales of the Abre venous self-expanding stent system. Abre is designed for the unique
challenges of venous disease. Now backed by 36 months of data, it offers easy deployment and delivers demonstrated endurance,
to give patients freedom of movement.

•

Our ability to successfully develop, obtain regulatory approval of and commercialize the products within our pipeline, which
include, but are not limited to, the Symplicity Spyral Multi-Electrode Renal Denervation Catheter, Pulse Field Ablation, a novel
energy source that is non-thermal, and Aurora Extravascular ICD.

Medical Surgical

Medical Surgical’s products span the entire continuum of patient care from diagnosis to recovery, with a focus on diseases of the
gastrointestinal tract, lungs, pelvic region, kidneys, obesity, and preventable complications. The products include those for advanced and
general surgical products, surgical stapling devices, vessel sealing instruments, wound closure, electrosurgery products, hernia mechanical
devices, mesh implants, advanced ablation, interventional lung, ventilators, airway products, renal care products, and sensors and monitors
for pulse oximetry, capnography, level of consciousness and cerebral oximetry. Medical Surgical’s net sales for fiscal year 2023 were $8.4
billion, a decrease of 8 percent as compared to fiscal year 2022. The net sales decrease was primarily driven by unfavorable currency impact
of $454 million, provincial volume-based procurement (VBP) stapling tenders in China, and a decline in ventilator sales due to the high
COVID-19 demand in the corresponding period in the prior fiscal year. Supply chain disruptions, particularly in Surgical Innovations, also
contributed to the net sales decrease for fiscal year 2023.

The charts below illustrate the percent of Medical Surgical net sales by division for fiscal years 2023 and 2022:

Surgical Innovations net sales for fiscal year 2023 decreased 7 percent as compared to fiscal year 2022. The net sales decline was led by
Advanced Surgical instruments, driven by global supply chain challenges, including resins, semiconductors, and packaging trays, which
impacted energy and stapling products, and provincial VBP stapling tenders and COVID-19 lockdowns in China. These declines were
partially offset by growth in Advanced Energy in the fourth quarter of fiscal year 2023.

Respiratory, Gastrointestinal, & Renal (RGR) net sales for fiscal year 2023 decreased 10 percent as compared to fiscal year 2022. RGR net
sales declines were largely due to declines in ventilator demand when compared to the corresponding period in the prior fiscal year as
demand dropped below pre-pandemic levels, as well as declines in RCS driven by product availability challenges in the first three quarters
of fiscal year 2023, and only two months of sales in the fourth quarter of fiscal year 2023 as a result of the April 1, 2023 contribution of half
of the Company's RCS business to form Mozarc Medical. These declines were partially offset by growth in Gastrointestinal driven by
strength in sales of GI Genius.

Fiscal year 202367.2%32.8%SIRGRFiscal year 202266.3%33.7%SIRGRTable of Contents

In addition to the macro-economic and geopolitical factors described in the Net Sales section, looking ahead we expect Medical Surgical
could be affected by the following:

•

The pending separation of the combined Patient Monitoring and Respiratory Interventions businesses from the Medical Surgical
Portfolio. The Company announced its intention to pursue a separation in October 2022 and expects to complete the separation 18
to 24 months from the announcement date.

Acceptance and continued growth of Open-to-MIS (minimally invasive surgery) techniques and tools through our efforts to
transition open surgery to MIS. Open-to-MIS initiative focuses on capturing the market opportunity that exists in transitioning
open procedures to MIS, whether through traditional MIS, advanced instrumentation, or robotics. Through our approach, in
parallel, we also expand our presence and optimize open surgery in current open surgery markets.

Continued global acceptance and future growth of powered stapling and energy platform.

Our ability to execute ongoing strategies addressing the competitive pressure of reprocessing vessel sealing disposables and growth
of our surgical soft tissue robotics procedures in the U.S.

Our ability to create markets and drive products and procedures into emerging markets with our high quality and cost-effective
surgical products designed for customers in emerging markets. An example is our ValleyLab LS10 single channel vessel sealing
generator, which is compatible with our line of LigaSure instruments and designed for simplified use and affordability.

Acceptance of less invasive standards of care in gastrointestinal and hepatology products, including products that span the care
continuum from diagnostics to therapeutics. Recently launched products include GI Genius and PillCam capsule endoscopy.

Expanding the use of less invasive treatments and furthering our commitment to improving options for women with abnormal
uterine bleeding. Our expanded and strengthened surgical offerings complement our global gynecology business.

Global adoption of robotic-assisted surgery and installations of Hugo robotic assisted surgery (RAS) system for urologic, bariatric,
gynecologic, and general surgery procedures. This includes continued integration and adoption of Touch Surgery Enterprise with
the first artificial intelligence powered surgical videos and analytics platform to make it easier to train and discover new techniques
within the robotics platform. The Hugo RAS system, which received CE Mark in October 2021, as well as secured additional
regulatory approvals outside the U.S., is designed to help reduce unwanted variability, improve patient outcomes, and, by
extension, lower per procedure cost.

Our ability to successfully develop, obtain regulatory approval of and commercialize the products within our pipeline, which
include, but are not limited to, our Hugo RAS system in the U.S., Signia power stapling devices, and our next-gen Ligasure and
Sonicision vessel sealing devices.

Neuroscience

Neuroscience's products include various spinal implants, bone graft substitutes, biologic products, image-guided surgery and intra-operative
imaging systems, robotic guidance systems used in the robot-assisted spine procedures, and systems that incorporate advanced energy
surgical instruments. Neuroscience's products also focus on therapies to treat the diseases of the vasculature in and around the brain,
including coils, neurovascular stents, and flow diversion products, as well as products to treat ear, nose, and throat (ENT), and the treatment
of overactive bladder, urinary retention, fecal incontinence. Neuroscience also manufactures products related to implantable
neurostimulation therapies and drug delivery systems for the treatment of chronic pain, movement disorders, and epilepsy. Neuroscience’s
net sales for fiscal year 2023 were $9.0 billion, an increase of 2 percent as compared to fiscal year 2022. The net sales increase was
primarily due to growth in U.S. Core Spine, Neurovascular, ENT, and continued supply risk mitigation, partially offset by unfavorable
currency impact of $281 million and supply chain challenges in certain businesses.

Table of Contents

The graphs below illustrate the percent of Neuroscience net sales by division for fiscal years 2023 and 2022:

Cranial & Spinal Technologies (CST) net sales for fiscal year 2023 were flat as compared to fiscal year 2022 as growth within U.S. Core
Spine was offset by net sales declines in Biologics and unfavorable currency impact. The growth in U.S. Core Spine products was driven by
the continued adoption of the Aible ecosystem of spine products. The net sales increase was also attributable to strong sales of
StealthStation Navigation and Midas Rex powered surgical instruments. The decline in net sales in Biologics was due to supply chain
challenges throughout the year.

Specialty Therapies (Specialty) net sales for fiscal year 2023 increased 9 percent as compared to fiscal year 2022. The increase was driven
by growth in hemorrhagic and ischemic stroke, flow diversion and access delivery products. The net sales increase was also driven by
benefits from the May 2022 acquisition of Intersect ENT.

Neuromodulation (NM) net sales for fiscal year 2023 decreased 2 percent as compared to fiscal year 2022. The decline in net sales was
largely due to declines of Brain Modulation replacement devices and supply chain challenges in Interventional, which has recently seen
improvements in product availability. The decline was partially offset by growth within Pain Stim and to a lesser extent, Targeted Drug
Delivery.

In addition to the macro-economic and geopolitical factors described in the Net Sales section, looking ahead we expect Neuroscience could
be affected by the following:

•

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

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

•

Continued growth of Pipeline Embolization Devices, endovascular treatments for large or giant wide-necked brain aneurysms.

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

Strengthening our position in the ENT market as a result of the May 2022 acquisition of Intersect ENT, a global ENT medical
technology leader. The acquisition expands Neuroscience's portfolio of products used during ENT procedures and combined with
the Company's navigation, powered instruments, and existing tissue health products, offers a broader suite of solutions to assist
surgeons treating patients who suffer from chronic rhinosinusitis (CRS).

Fiscal year 202349.7%31.4%18.9%CSTSpecialtyNMFiscal year 202250.7%29.5%19.8%CSTSpecialtyNMTable of Contents

•

Continued acceptance and growth of our Pelvic Health and ENT therapies, including our InterStim therapy with InterStim X and
InterStim II recharge-free neurostimulators and InterStim Micro rechargeable neurostimulator for patients suffering from
overactive bladder, (non-obtrusive) urinary retention, and chronic fecal incontinence, and capital equipment sales of the Stealth
Station ENT surgical navigation system and intraoperative NIM nerve monitoring system.

• Market acceptance and growth from SCS therapy for treating chronic pain and Diabetic Peripheral Neuropathy (DPN) on the

Intellis rechargeable neurostimulator and Vanta recharge-free neurostimulator.

•

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

Ongoing obligations under the U.S. FDA consent decree entered in April 2015 relating to the SynchroMed drug infusion system
and the Neuromodulation quality system. The U.S. FDA lifted its distribution requirements on our implantable drug pump in
October 2017 and its warning letter in November 2017.

Our ability to successfully develop, obtain regulatory approval of and commercialize the products within our pipeline, which
include our closed-loop Percept devices with adaptive DBS (aDBS) and Inceptiv Neurostimulator, as well as our hemorrhagic
stroke intravascular device, and our next-generation spine enabling technologies.

Diabetes

Diabetes' products include insulin pumps, continuous glucose monitoring (CGM) systems, consumables, and smart insulin pen systems.
Diabetes' sales for fiscal year 2023 were $2.3 billion, a decrease of 3 percent as compared to fiscal year 2022. The decrease in net sales was
primarily driven by unfavorable currency impact of $133 million and declines in the U.S. The net sales declines were partially offset by
strong international growth primarily driven by the continued international expansion of the MiniMed 780G insulin pump system and
integrated CGM. During April 2023, the U.S. FDA lifted the warning letter received in December 2021.

In addition to the macro-economic and geopolitical factors described in the Net Sales section, looking ahead we expect Diabetes could be
affected by the following:

•

Continued acceptance and growth for the MiniMed 780G insulin pump system, which is powered by SmartGuard technology and
features the added benefits of meal detection technology that automatically adjusts and corrects sugar level levels every five
minutes. The global adoption of sensor-augmented insulin pump systems has resulted in strong sensor attachment rates. The
MiniMed 780G insulin pump system with the Guardian 4 Sensor was approved by the U.S. FDA in late April 2023.

Continued acceptance and growth of the Guardian Connect CGM system, which displays glucose information directly to a
smartphone to help ensure patients have access to their glucose levels seamlessly and discretely. The Guardian Connect CGM
system is available on both Apple iOS and Android devices.

• Market acceptance and growth of our InPen smart pen system, which allows users to have their Medtronic CGM readings in real-

time alongside insulin dose information, all in one view.

•

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

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

Our ability to successfully develop, obtain regulatory approval of and commercialize the products within our pipeline, including
our next-generation sensor Simplera, which has been submitted to the U.S. FDA.

Table of Contents

COSTS AND EXPENSES

The following is a summary of cost of products sold, research and development, and selling, general, and administrative expenses as a
percent of net sales:

Cost of Products Sold Cost of products sold for fiscal year 2023 was $10.7 billion as compared to $10.1 billion for fiscal year 2022. The
increase in cost of products sold as a percentage of net sales was primarily attributable to increased labor and direct material manufacturing
costs, predominantly due to inflationary pressures and supply chain challenges, increased freight due to higher fuel costs and expedited
shipments for backorders resulting from supply chain challenges, as well as increased inventory reserves. Fiscal year 2022 included $58
million of inventory write-downs associated with our June 2021 decision to stop the distribution and sale of Medtronic's HVAD System
(MCS charges). Looking forward, our cost of products sold likely will be further negatively impacted by inflation and higher labor and
direct material costs. We continue to focus on reducing our costs of production through supplier management, manufacturing
improvements, and optimizing our manufacturing network.

Research and Development Expense We remain committed to deliver the best possible experiences for patients, physicians, and
caregivers we serve; to create technologies that expand what’s possible across the human body to transform lives; to turn data and insights
into real action to serve patient needs, improving care; and to expand healthcare access and deliver positive outcomes. Research and
development expense for fiscal years 2023 and 2022 was $2.7 billion. Fiscal year 2022 included $101 million of expense related to
acquisitions of, and license payments for, technology not approved by regulators, primarily in our Diabetes segment.

Selling, General, and Administrative Expense Our goal is to continue to leverage selling, general, and administrative expense initiatives.
Selling, general, and administrative expense primarily consists of salaries and wages, other administrative costs, such as professional fees
and marketing expenses, certain acquisition, divestiture and separation-related costs, and restructuring expenses. Selling, general, and
administrative expense for fiscal year 2023 was $10.4 billion as compared to $10.3 billion for fiscal year 2022. The increase in selling,
general, and administrative expense as a percentage of net sales was primarily driven by employee travel, and to a lesser extent by lower net
sales, partially offset by a reduction in professional services.

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

(in millions)

Amortization of intangible assets

Restructuring charges, net

Certain litigation charges, net

Other operating (income) expense, net

Other non-operating income, net

Interest expense, net

Fiscal Year

2023

2022

1,698 $

1,733

375

(30)

(131)

(515)

636

862

(318)

553

34.3%8.6%33.4%32.0%8.7%32.5%Fiscal year 2023Fiscal year 2022Cost of products soldResearch and development expenseSelling, general, and administrative expense

Table of Contents

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

Restructuring Charges, Net

In fiscal years 2023 and 2022, restructuring costs primarily related to Enterprise Excellence and Simplification restructuring programs, both
of which were substantially completed as of the end of this fiscal year.

In the fourth quarter of fiscal year 2023, we incurred $0.3 billion of restructuring charges primarily related to employee termination benefits
to support cost reduction initiatives. These charges were incremental to charges incurred under our Enterprise Excellence and Simplification
programs noted above.

For all programs, employee-related costs primarily consist of termination benefits provided to employees who have been involuntarily
terminated and voluntary early retirement benefits. Associated costs primarily include salaries and wages of employees that are fully-
dedicated to restructuring programs and consulting fees.

For additional information about our restructuring programs, refer to Note 4 of the consolidated financial statements in "Item 8. Financial
Statements and Supplementary Data" in this Annual Report on Form 10-K.

Certain Litigation Charges, Net We classify specified certain litigation charges and gains related to significant legal matters as certain
litigation charges, net in the consolidated statements of income. For additional information, refer to Note 18 of the consolidated financial
statements in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Other Operating (Income) Expense, Net Other operating (income) expense, net primarily includes royalty expense, currency
remeasurement and derivative gains and losses, Puerto Rico excise taxes, changes in the fair value of contingent consideration, MCS
charges, RCS charges, impairment charges, income from funded research and development arrangements, and commitments to the
Medtronic Foundation and Medtronic LABS.

The change in other operating (income) expense, net was primarily driven by MCS charges recorded in fiscal year 2022. The MCS charges
of $823 million primarily included $409 million of intangible asset impairments and $366 million for commitments and obligations,
including customer support obligations, restructuring, and other associated costs. Additionally, the change was driven by the net currency
impact of remeasurement expense and our hedging programs, which resulted in a net gain of $466 million combined for fiscal year 2023 as
compared to a net gain of $70 million for fiscal year 2022. During fiscal year 2023, the Company also recorded non-cash pre-tax charges of
$136 million, primarily related to impairments of goodwill and changes in the carrying value of the disposal group, as a result of the April 1,
2023 sale of half of the Company's RCS business. Additional information regarding the MCS and RCS charges is described in Note 4 and
Note 3, respectively, of the consolidated financial statements in "Item 8. Financial Statements and Supplementary Data" in this Annual
Report on Form 10-K.

Other Non-Operating Income, Net Other non-operating income, net includes the non-service component of net periodic pension and
postretirement benefit cost, investment gains and losses, and interest income.

The increase in other non-operating income, net for fiscal year 2023 is primarily attributable to an increase in interest income driven by
higher returns on investments and an increase in rates on our global liquidity structures. Interest income was $386 million and $186 million
for fiscal year 2023 and 2022, respectively.

Interest Expense, Net Interest expense, net includes interest incurred on our outstanding borrowings, amortization of debt issuance costs
and debt premiums or discounts, amortization of amounts excluded from the effectiveness assessment of certain net investment hedges, and
charges recognized in connection with the early redemption of senior notes.

The increase in interest expense, net for fiscal year 2023 was primarily due to an increase in rates on our global liquidity structures, the
issuance of four tranches of Euro-denominated Senior Notes with an aggregate principal of €3.5 billion in September 2022, and the
$53 million charge incurred as a result of the early redemption of approximately $2.3 billion of senior notes during the first quarter of fiscal
year 2023. The Company's commercial paper activity and the issuance of two tranches of USD-denominated Senior Notes with an aggregate
principal of $2.0 billion in March 2023 also increased interest expense, net. Partially offsetting the increase for fiscal year 2023 was $107
million in after-tax unrealized gains representing amounts excluded from the effectiveness assessment of certain net investment hedges, and
benefits from foreign exchange rates.

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INCOME TAXES

(in millions)

Income tax provision

Income before income taxes

Effective tax rate

Non-GAAP income tax provision

Non-GAAP income before income taxes

Non-GAAP Nominal Tax Rate

Fiscal Year

2023

2022

1,580

5,364

29.5 %

1,128

8,194

456

5,517

8.3 %

1,084

8,609

13.8 %

12.6 %

Difference between the effective tax rate and Non-GAAP Nominal Tax Rate

(15.7) %

4.3 %

On August 18, 2022, the U.S. Tax Court (Tax Court) issued its opinion on the previously disclosed litigation regarding the allocation of
income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico for fiscal years 2005 and 2006 (Opinion). While
the Opinion rejected the IRS’s position and the Tax Court determined the methodology advanced by Medtronic was appropriate for
purposes of determining the intercompany royalty rate between Puerto Rico and the U.S., it determined that the royalty rate should be
higher, thereby increasing income allocated to the U.S. and consequently subject to U.S. tax. This case relates only to fiscal years 2005 and
2006. The Opinion remains subject to appeal by either or both parties. We have assumed the Tax Court findings will be applied for all years
following fiscal year 2006. As a result, the Company recorded a $764 million net tax charge during the three months ended October 28,
2022 to recognize the estimated tax impact of the Tax Court Opinion.

Our effective tax rate for fiscal year 2023 was 29.5 percent, as compared to 8.3 percent in fiscal year 2022. The increase in our effective tax
rate primarily relates to the certain tax adjustments discussed below and year-over-year changes in operational results by jurisdiction.

Our Non-GAAP Nominal Tax Rate for fiscal year 2023 was 13.8 percent, as compared to 12.6 percent in fiscal year 2022. The increase in
our Non-GAAP Nominal Tax Rate primarily relates to year-over-year changes in operational results by jurisdiction.

During fiscal year 2023, we recognized $110 million of operational tax benefits. The operational tax benefits included an $11 million cost
from the impact of stock-based compensation, and a $121 million benefit associated with the resolution of certain income tax audits,
finalization of certain tax returns, changes to uncertain tax position reserves, and changes to certain deferred income tax balances.

During fiscal year 2022, we recognized $89 million of operational tax benefits. The operational tax benefits included a $46 million benefit
from excess tax benefits associated with stock-based compensation, and a $43 million net benefit associated with the resolution of certain
income tax audits, finalization of certain tax returns, changes to uncertain tax position reserves, and changes to certain deferred income tax
balances.

An increase in our Non-GAAP Nominal Tax Rate of one percent would result in an additional income tax provision for fiscal years 2023
and 2022 of approximately $82 million and $86 million, respectively.

Certain Tax Adjustments

During fiscal year 2023, the net cost from certain tax adjustments of $910 million, recognized in income tax provision in the consolidated
statement of income, included the following:

•

A net cost of $764 million associated with a reserve adjustment that was a direct result of the U.S. Tax Court opinion, issued on
August 18, 2022, on the previously disclosed litigation regarding the allocation of income between Medtronic, Inc. and its wholly
owned subsidiary operating in Puerto Rico.

A cost of $55 million related to the disallowance of certain interest deductions.

A cost of $30 million related to the change in reporting currency for certain carryover attributes.

A cost of $28 million associated with the amortization of the previously established deferred tax assets from intercompany
intellectual property transactions.

A net cost of $33 million primarily associated with the sale of half of the Company’s RCS business

During fiscal year 2022, the net benefit from certain tax adjustments of $50 million, recognized in income tax provision in the consolidated
statement of income, included the following:

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•

A benefit of $82 million associated with a step up in tax basis for Swiss Cantonal purposes.

A benefit of $82 million related to a change in tax rates on intangible assets.

A cost of $47 million associated with the amortization of the previously established deferred tax assets from intercompany
intellectual property transactions.

A cost of $41 million associated with a change in the Company’s permanent reinvestment assertion on certain historical earnings.

A net cost of $26 million primarily associated with an intercompany sale of assets.

Certain tax adjustments will affect the comparability of our operating results between periods. Therefore, we consider these Non-GAAP
Adjustments. Refer to the "Executive Level Overview" section of this Management's Discussion and Analysis for further discussion of these
adjustments.

Subsequent to year-end, on June 1, 2023 the Israeli Central-Lod District Court issued its decision in Medtronic Ventor Technologies Ltd v.
Kfar Saba Assessing Office. The court determined that there was a deemed taxable transfer of intellectual property. At this time, the
Company is evaluating the impact of the decision and whether or not it will appeal. The Company has currently estimated a potential
income tax charge, including interest, of approximately $200 million.

LIQUIDITY AND CAPITAL RESOURCES

We are currently in a strong financial position, and we believe our balance sheet and liquidity as of April 28, 2023 provide us with
flexibility, and our cash, cash equivalents, and current investments, along with our credit facility and related commercial paper programs
will satisfy our foreseeable operating needs.

Our liquidity and capital structure are evaluated regularly within the context of our annual operating and strategic planning processes. We
consider the liquidity necessary to fund our operations, which includes working capital needs, investments in research and development,
property, plant, and equipment, and other operating costs. We also consider capital allocation alternatives that balance returning value to
shareholders through dividends and share repurchases, satisfying maturing debt, and acquiring businesses and technology.

Summary of Cash Flows

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

(in millions)

Cash provided by (used in):

Operating activities

Investing activities

Financing activities

Effect of exchange rate changes on cash and cash equivalents

Net change in cash and cash equivalents

Fiscal Year

2023

2022

6,039 $

(3,493)

(4,960)
243

(2,171) $

7,346

(1,659)

(5,336)
(231)

121

Operating Activities The $1.3 billion decrease in net cash provided was primarily driven by a decrease in cash collected from customers,
an increase in cash paid for income taxes and an increase in spend on inventory. The decrease in net cash provided was partially offset by
timing of payments to vendors. The decrease in cash collected from customers was primarily related to timing of sales, slower collections
and supply chain challenges, as compared to the prior fiscal year. The increase in cash paid for income taxes was due to estimated income
tax payments including a cash deposit associated with the U.S. Tax Court Opinion, and the increase in spend for inventory was due to
inflationary impacts to direct labor and material costs. For more information about the tax cash deposit paid, refer to Note 13 of the
consolidated financial statements in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Investing Activities The $1.8 billion increase in net cash used was primarily attributable to an increase in cash paid for acquisitions of
$1.8 billion as compared to fiscal year 2022. For more information on the acquisitions, refer to Note 3 of the consolidated financial
statements in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Financing Activities The $376 million decrease in net cash used as compared to fiscal year 2022 was primarily driven by a decrease of
$1.9 billion in share repurchases, offset by debt transactions. In the fourth quarter of fiscal year 2023, the Company issued two tranches of
USD-denominated Senior Notes resulting in cash proceeds of approximately $2.0 billion, net of discounts and issuance costs. The Company
used the net proceeds to repay in full the ¥297 billion Fiscal 2023 Loan Agreement discussed below for $2.3 billion of total consideration.
In the second quarter of fiscal year 2023, the Company issued four tranches of Euro-denominated Senior Notes for approximately

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$3.4 billion. The Company used a portion of the net proceeds to repay at maturity €750 million of Medtronic Luxco Senior Notes for
$772 million of total consideration in December 2022 and €2.8 billion of Medtronic Luxco Senior Notes for $2.9 billion of total
consideration in March 2023. In the first quarter of fiscal year 2023, the Company issued short-term borrowings of approximately
$2.3 billion under the Fiscal 2023 Loan Agreement and used the proceeds to fund the early redemption of senior notes for total
consideration of $2.3 billion. For more information on the issuance and redemption of senior notes and the Term Loan, refer to the Debt and
Capital section.

Debt and Capital

Our capital structure consists of equity and interest-bearing debt. We primarily utilize unsecured senior debt obligations to meet our
financing needs and, to a lesser extent, bank borrowings. From time to time, we may repurchase our outstanding debt obligations in the open
market or through privately negotiated transactions.

Total debt at April 28, 2023 was $24.4 billion, as compared to $24.1 billion at April 29, 2022. The increase in total debt was driven by
issuance of Euro-denominated and USD-denominated Senior Notes, and fluctuations in exchange rates, offset by repayment of Euro-
denominated and USD-denominated Senior Notes.

In May 2022, we entered into a term loan agreement (Fiscal 2023 Loan Agreement) with Mizuho Bank, Ltd. for an aggregate principal
amount of up to ¥300 billion with a term of 364 days. In May and June 2022, Medtronic Luxco borrowed an aggregate of ¥297 billion, or
approximately $2.3 billion, of the term loan, under the Fiscal 2023 Loan Agreement. The Company used the net proceeds of the borrowings
to fund the early redemption of $1.9 billion of Medtronic Inc. Senior Notes for $1.9 billion of total consideration, and $368 million of
Medtronic Luxco Senior Notes for $376 million of total consideration. The Company recognized a total loss on debt extinguishment of
$53 million within interest expense, net in the consolidated statements of income during fiscal year 2023, which primarily included cash
premiums and accelerated amortization of deferred financing costs and debt discounts and premiums. During the fourth quarter of fiscal
year 2023, the Company repaid the term loan in full, including interest.

In September 2022, we issued four tranches of Euro-denominated Senior Notes with an aggregate principal of €3.5 billion, with maturities
ranging from fiscal year 2026 to 2035, resulting in cash proceeds of approximately $3.4 billion, net of discounts and issuance costs. The
Company used the net proceeds to repay at maturity €750 million of 0.000% Medtronic Luxco Senior Notes for $772 million of total
consideration in December 2022 and €1.5 billion of 0.375% Medtronic Luxco Senior Notes and €1.25 billion of 0.000% Medtronic Luxco
Senior Notes for $2.9 billion of total consideration in March 2023.

In March 2023, Medtronic Luxco issued two tranches of USD-denominated Senior Notes with an aggregate principal of $2.0 billion, with
maturities ranging from 2028 to 2033, resulting in cash proceeds of approximately $2.0 billion, net of discounts and issuance costs. The
Company used the net proceeds supplemented by additional cash to repay the ¥297 billion Fiscal 2023 Loan Agreement discussed above for
$2.3 billion of total consideration.

We repurchase our ordinary shares on occasion as part of our focus on returning value to our shareholders. In March 2019, the Company's
Board of Directors authorized the repurchase of $6.0 billion of the Company's ordinary shares. There is no specific time period associated
with these repurchase authorizations. During fiscal years 2023 and 2022, we repurchased a total of 6 million and 22 million shares,
respectively, under these programs at an average price of $91.31 and $113.11, respectively. At April 28, 2023, we had approximately $2.4
billion remaining under the share repurchase program authorized by our Board of Directors.

For more information on credit arrangements, see Note 6 of the consolidated financial statements in “Item 8. Financial Statements and
Supplementary Data” in this Annual Report on Form 10-K.

Liquidity

Our liquidity sources at April 28, 2023 included $1.5 billion of cash and cash equivalents and $6.4 billion of current investments.
Additionally, we maintain commercial paper programs and a Credit Facility.

Our investments primarily include available-for-sale debt securities, including U.S. and non-U.S. government and agency securities,
corporate debt securities, mortgage-backed securities, certificates of deposit, and other asset-backed securities. See Note 5 to the
consolidated financial statements in "Item 8. Financial Statements and Supplementary Data" in this Annual Report on Form 10-K for
additional information regarding fair value measurements.

We maintain multicurrency commercial paper programs for short-term financing, which allow us to issue unsecured commercial paper notes
on a private placement basis up to a maximum aggregate amount outstanding at any time of $3.5 billion. At both April 28, 2023 and
April 29, 2022, we had no commercial paper outstanding. The issuance of commercial paper reduces the amount of credit available under
our existing line of credit, as explained below.

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We also have a $3.5 billion five-year syndicated credit facility (Credit Facility), which expires in December 2027. At each anniversary date
of the Credit Facility, we can request a one-year extension of the maturity date. The Credit Facility provides backup funding for the
commercial paper programs and may also be used for general corporate purposes. The Credit Facility provides us with the ability to increase
our borrowing capacity by an additional $1.0 billion at any time during the term of the agreement. At April 28, 2023 and April 29, 2022, no
amounts were outstanding under the Credit Facility.

Interest rates on advances of our Credit Facility are determined by a pricing matrix based on our long-term debt ratings assigned by
Standard & Poor's Ratings Services (S&P) and Moody's Investors Service (Moody’s). Facility fees are payable on the Credit Facility and
are determined in the same manner as the interest rates. We are in compliance with all covenants related to the Credit Facility.

The following table is a summary of our S&P and Moody's long-term debt ratings and short-term debt ratings:

Standard & Poor's Ratings Services

Long-term debt

Short-term debt
Moody's Investors Service

Long-term debt

Short-term debt

Agency Rating (1)

April 28, 2023

April 29, 2022

A-1

P-2

A-1

P-2

(1) Agency ratings are subject to change, and there may be no assurance that an agency will continue to provide ratings and/or maintain its current ratings.
A security rating is not a recommendation to buy, sell or hold securities, and may be subject to revision or withdrawal at any time by the rating agency,
and each rating should be evaluated independently of any other rating.

S&P and Moody's long-term debt ratings and short-term debt ratings at April 28, 2023 were unchanged as compared to the ratings at
April 29, 2022. We do not expect the S&P and Moody's ratings to have a significant impact on our liquidity or future flexibility to access
additional liquidity given our balance sheet, Credit Facility, and related commercial paper programs.

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Contractual Obligations and Cash Requirements

We have future contractual obligations and other minimum commercial commitments that are entered into in the normal course of business,
some of which are recorded in our consolidated balance sheet. We believe our off-balance sheet arrangements do not have a material current
or anticipated future effect on our consolidated earnings, financial position, and/or cash flows.

Presented below is a summary of our off-balance sheet contractual obligations and other minimum commercial commitments at April 28,
2023, as well as long-term contractual obligations reflected in the balance sheet at April 28, 2023.

(in millions)
Contractual obligations related to off-balance
sheet arrangements:

Commitments to fund minority investments,
milestone payments, and royalty obligations(1)

Interest payments(2)

Other(3)

Contractual obligations reflected in the balance
sheet(4):

Debt obligations(5)
Operating leases
Contingent consideration(6)
Tax obligations(7)

Total

2024

2025

2026

2027

2028

Thereafter

Maturity by Fiscal Year

397 $

155 $

91 $

93 $

38 $

18 $

7,476

2,022

531

688

522

396

522

300

505

278

487

239

4,908

122

$ 24,553 $

20 $

7 $

2,750 $

1,652 $

1,005 $ 19,119

1,160

206

1,320

204

330

171

440

144

550

121

—

426

—

(1)

(2)

(3)

Includes commitments related to the funding of minority investments, estimated milestone payments, and royalty obligations. While it is not certain if
and/or when payments will be made, the maturity dates included in the table reflect our best estimates.
Includes the contractual interest payments on our outstanding debt and excludes the impacts of debt premium and discount amortization. See Note 6 to
the consolidated financial statements in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K for additional
information on our debt agreements.
Includes inventory purchase commitments, research and development, and other arrangements that are legally binding and specify minimum purchase
quantities or spending amounts. These purchase commitments do not exceed our projected requirements and are in the normal course of business.
Excludes open purchase orders with a remaining term of less than one year.

(5)

(4) Excludes defined benefit plan obligations, guarantee obligations, uncertain tax positions, non-current tax liabilities, and litigation settlements for which
we cannot make a reliable estimate of the period of cash settlement. For further information, see Notes 13, 15, and 18 to the consolidated financial
statements in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.
Includes the current and non-current portion of our Senior Notes and bank borrowings. Excludes debt premium and discounts and commercial paper.
See Note 6 to the consolidated financial statements in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K for
additional information on our debt agreements.
Includes the fair value of our current and non-current portions of contingent consideration. While it is not certain if and/or when payments will be
made, the maturity dates included in this table reflect our best estimates.

(6)

(7) Represents the tax obligations associated with the transition tax that resulted from U.S. Tax Reform. The transition tax will be paid over an eight-year
period and will not accrue interest. See Note 13 to the consolidated financial statements in “Item 8. Financial Statements and Supplementary Data” in
this Annual Report on Form 10-K for further information.

In the normal course of business, we periodically enter into agreements that require us to indemnify customers or suppliers for specific risks,
such as claims for injury or property damage arising as a result of our products or the negligence of our personnel or claims alleging that our
products infringe third-party patents or other intellectual property. Our maximum exposure under these indemnification provisions is unable
to be estimated, and we have not accrued any liabilities within our consolidated financial statements or included any indemnification
provisions in the table above. Historically, we have not experienced significant losses on these types of indemnification agreements.

Note 18 to the consolidated financial statements in "Item 8. Financial Statements and Supplementary Data" in this Annual Report on Form
10-K provides information regarding amounts we have accrued related to legal matters. In accordance with U.S. GAAP, we record a
liability in our consolidated financial statements for these matters when a loss is known or considered probable and the amount can be
reasonably estimated. Actual settlements may be different than estimated and could have a material effect on our consolidated earnings,
financial position, and/or cash flows.

We record tax liabilities in our consolidated financial statements for amounts that we expect to repatriate from subsidiaries (to the extent the
repatriation would be subject to tax); however, no tax liabilities are recorded for amounts we consider to be permanently reinvested. We
expect to have access to the majority of our cash flows in the future. In addition, we continue to evaluate our legal entity structure
supporting our business operations, and to the extent such evaluation results in a change to our overall business structure, we may be
required to accrue for additional tax obligations.

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Beyond the contractual obligations and other minimum commercial commitments outlined above, we have recurring cash requirements
arising from the normal operation of our business that include capital expenditures, research and developments costs, and other operational
costs.

We believe our balance sheet and liquidity provide us with flexibility, and our cash, cash equivalents, current investments, Credit Facility
and related commercial paper programs, as well as our ability to generate operating cash flows, will satisfy our current and future
contractual obligations and cash requirements. We regularly review our capital needs and consider various investing and financing
alternatives to support our requirements.

ACQUISITIONS

EOFlow Co. Ltd Acquisition

Subsequent to fiscal year 2023, on May 25, 2023, the Company entered into a set of definitive agreements to acquire EOFlow Co. Ltd.
(EOFlow), manufacturer of the EOPatch device – a tubeless, wearable and fully disposable insulin delivery device. The acquisition expands
the Diabetes segment portfolio of products. To the extent that all the public shares participate in the tender offer, the total consideration for
the acquisition of the shares in EOFlow would be KRW 971 billion, or $738 million, at exchange rates on May 25, 2023. The acquisition is
expected to close in the second half of calendar year 2023 subject to the satisfaction of the minimum tender condition and certain customary
closing conditions, including receipt of required regulatory clearances.

Additional information regarding acquisitions is included in Note 3 of the consolidated financial statements in "Item 8. Financial Statements
and Supplementary Data" within this Annual Report on Form 10-K.

CRITICAL ACCOUNTING ESTIMATES

We have used various accounting policies to prepare the consolidated financial statements in accordance with U.S. GAAP. Our significant
accounting policies are disclosed in Note 1 to the consolidated financial statements in "Item 8. Financial Statements and Supplementary
Data" in this Annual Report on Form 10-K.

The preparation of the consolidated financial statements, in conformity with U.S. GAAP, requires us to use judgment in making estimates
and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates reflect our best judgment
about economic and market conditions and the potential effects on the valuation and/or carrying value of assets and liabilities based upon
relevant information available. We base our estimates on historical experience and on various assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources.

Our critical accounting estimates include the following:

Revenue Recognition The Company sells its products through direct sales representatives and independent distributors. Additionally, a
portion of the Company's revenue is generated from consignment inventory maintained at hospitals and royalty and intellectual property
arrangements. The Company recognizes revenue when control is transferred to the customer. For products sold through direct sales
representatives and independent distributors, control is transferred upon shipment or upon delivery, based on the contract terms and legal
requirements. For consignment inventory, control is transferred when the product is used or implanted. Payment terms vary depending on
the country of sale, type of customer, and type of product.

The amount of revenue recognized reflects sales rebates and returns, which are estimated based on sales terms, historical experience, and
trend analysis. In estimating rebates, the Company considers the lag time between the point of sale and the payment of the rebate claim, the
stated rebate rates, and other relevant information. The Company records adjustments to rebates and returns reserves as increases or
decreases of revenue.

Litigation Contingencies We are involved in a number of legal actions involving product liability, intellectual property and commercial
disputes, shareholder related matters, environmental proceedings, tax disputes, and governmental proceedings and investigations. The
outcomes of these legal actions are not completely within our control and may not be known for prolonged periods of time. In some actions,
the enforcement agencies or private claimants seek damages, as well as other civil or criminal remedies (including injunctions barring the
sale of products that are the subject of the proceeding), that could require significant expenditures or result in lost revenues or limit our
ability to conduct business in the applicable jurisdictions. Estimating probable losses from our litigation and governmental proceedings is
inherently difficult, 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 records a liability in the consolidated financial statements for loss contingencies 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. Our significant legal proceedings

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are discussed in Note 18 to the consolidated financial statements in "Item 8. Financial Statements and Supplementary Data" in this Annual
Report on Form 10-K.

Income Tax Reserves We establish reserves when, despite our belief that our tax return positions are fully supportable, we believe that
certain positions are likely to be challenged and that we may or may not prevail. Under U.S. GAAP, if we determine that a tax position is
more likely than not of being sustained upon audit, based solely on the technical merits of the position, we recognize the benefit. We
measure the benefit by determining the amount that is greater than 50 percent likely of being realized upon settlement. We presume that all
tax positions will be examined by a taxing authority with full knowledge of all relevant information. The calculation of our tax liabilities
involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations.
We regularly monitor our tax positions and tax liabilities. We reevaluate the technical merits of our tax positions and recognize an uncertain
tax benefit, or derecognize a previously recorded tax benefit, when there is (i) a completion of a tax audit, (ii) effective settlement of an
issue, (iii) a change in applicable tax law including a tax case or legislative guidance, or (iv) the expiration of the applicable statute of
limitations. These reserves are subject to a high degree of estimation and management judgment. Although we believe that we have
adequately reserved for liabilities resulting from tax assessments by taxing authorities, positions taken by these tax authorities could have a
material impact on our effective tax rate, consolidated earnings, financial position and/or cash flows.

Valuation of Intangible Assets and Goodwill When we acquire a business, the assets acquired and liabilities assumed are recorded at
their respective fair values at the acquisition date. Goodwill is the excess of the purchase price over the estimated fair value of net assets of
acquired businesses. Intangible assets primarily include patents, trademarks, tradenames, customer relationships, purchased technology, and
in-process research and development. Determining the fair value of intangible assets acquired as part of a business combination requires us
to make significant estimates. These estimates include the amount and timing of projected future cash flows of each project or technology,
the discount rate used to discount those cash flows to present value, and the assessment of the asset’s life cycle. The estimates could be
impacted by legal, technical, regulatory, economic, and competitive risks.

The test for impairment of goodwill requires us to make several estimates related to projected future cash flows to determine the fair value
of the goodwill reporting units. Our estimates associated with the goodwill impairment test are considered critical due to the amount of
goodwill recorded on our consolidated balance sheets and the judgment required in determining fair value. We assess the impairment of
goodwill at the reporting unit level annually as of the first day of the third quarter and whenever an event occurs or circumstances change
that would indicate that the carrying amount may be impaired.

We also test definite-lived intangible assets for impairment when an event occurs or circumstances change that would indicate the carrying
amount of the assets or asset group may be impaired. We assess the impairment of indefinite-lived intangible assets annually in the third
quarter and whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired.

Our tests for goodwill and intangible assets are based on future cash flows that require significant judgment with respect to future revenue
and expense growth rates, appropriate discount rates, asset groupings, and other assumptions and estimates. We use estimates that are
consistent with the highest and best use of the assets based on a market participant's view of the assets being evaluated. Actual results may
differ from our estimates due to a number of factors including, among others, changes in competitive conditions, timing of regulatory
approval, results of clinical trials, changes in worldwide economic conditions, and fluctuations in currency exchange rates.

NEW ACCOUNTING PRONOUNCEMENTS

Information regarding new accounting pronouncements is included in Note 1 to the consolidated financial statements in “Item 8. Financial
Statements and Supplementary Data” in this Annual Report on Form 10-K.

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SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

Medtronic plc and Medtronic Global Holdings S.C.A. (Medtronic Luxco), a wholly-owned subsidiary guarantor, each have provided full
and unconditional guarantees of the obligations of Medtronic, Inc., a wholly-owned subsidiary issuer, under the Senior Notes (Medtronic
Senior Notes) and full and unconditional guarantees of the obligations of Covidien International Finance S.A. (CIFSA), a wholly-owned
subsidiary issuer, under the Senior Notes (CIFSA Senior Notes). The guarantees of the CIFSA Senior Notes are in addition to the
guarantees of the CIFSA Senior Notes by Covidien Ltd. and Covidien Group Holdings Ltd., both of which are wholly-owned subsidiary
guarantors of the CIFSA Senior Notes. Medtronic plc and Medtronic, Inc. each have provided a full and unconditional guarantee of the
obligations of Medtronic Luxco under the Senior Notes (Medtronic Luxco Senior Notes). The following is a summary of these guarantees:

Guarantees of Medtronic Senior Notes

•
•
•

Parent Company Guarantor - Medtronic plc
Subsidiary Issuer - Medtronic, Inc.
Subsidiary Guarantor - Medtronic Luxco

Guarantees of Medtronic Luxco Senior Notes

•
•
•

Parent Company Guarantor - Medtronic plc
Subsidiary Issuer - Medtronic Luxco
Subsidiary Guarantor - Medtronic, Inc.

Guarantees of CIFSA Senior Notes

•
•
•

Parent Company Guarantor - Medtronic plc
Subsidiary Issuer - CIFSA
Subsidiary Guarantors - Medtronic Luxco, Covidien Ltd., and Covidien Group Holdings Ltd. (CIFSA Subsidiary Guarantors)

The following tables present summarized financial information for the fiscal year ended April 28, 2023 for the obligor groups of Medtronic
and Medtronic Luxco Senior Notes, and CIFSA Senior Notes. The obligor group consists of the parent company guarantor, subsidiary
issuer, and subsidiary guarantors for the applicable senior notes. The summarized financial information is presented after elimination of (i)
intercompany transactions and balances among the guarantors and issuers and (ii) equity in earnings from and investments in any subsidiary
that is a non-guarantor or issuer.

The summarized results of operations information for the fiscal year ended April 28, 2023 was as follows:

(in millions)
Net sales
Operating profit (loss)
Loss before income taxes
Net loss attributable to Medtronic

Medtronic & Medtronic
Luxco Senior Notes (1)
$

2,847 $
608
(913)
(1,705)

CIFSA Senior Notes (2)
—
(407)
(1,868)
(1,861)

The summarized balance sheet information for the fiscal year ended April 28, 2023 was as follows:

(in millions)
Total current assets(3)
Total noncurrent assets(4)
Total current liabilities(5)
Total noncurrent liabilities(6)
Noncontrolling interests

Medtronic & Medtronic
Luxco Senior Notes (1)
$

23,198 $
5,897
33,854
59,624
182

CIFSA Senior Notes (2)
8,344
3
25,184
66,449
182

(1) The Medtronic Senior Notes and Medtronic Luxco Senior Notes obligor group consists of the following entities: Medtronic plc, Medtronic Luxco, and

Medtronic, Inc. Refer to the guarantee summary above for further details.

(2) The CIFSA Senior Notes obligor group consists of the following entities: Medtronic plc, Medtronic Luxco, CIFSA, and CIFSA Subsidiary Guarantors.

(3)

(4)

(5)

(6)

Please refer to the guarantee summary above for further details.
Includes receivables due from non-guarantor subsidiaries of $22.5 billion and $8.3 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA
Senior Notes, respectively.
Includes loans receivable due from non-guarantor subsidiaries of $20 million for Medtronic & Medtronic Luxco Senior Notes. No loans receivable due
from non-guarantor subsidiaries for CIFSA Senior Notes.
Includes payables due to non-guarantor subsidiaries of $31.8 billion and $25.0 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA
Senior Notes, respectively.
Includes loans payable due to non-guarantor subsidiaries of $33.1 billion and $46.7 billion for Medtronic & Medtronic Luxco Senior Notes, and
CIFSA Senior Notes, respectively.

Table of Contents

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

CURRENCY EXCHANGE RATE RISK

Due to the global nature of our operations, we are exposed to currency exchange rate changes, which may cause fluctuations in earnings and
cash flows. Fluctuations in the currency exchange rates of currency exposures that are unhedged, such as in certain emerging markets, may
result in future earnings and cash flow volatility. The gross notional amount of all currency exchange rate derivative instruments
outstanding at April 28, 2023 and April 29, 2022 was $22.0 billion and $13.8 billion, respectively. At April 28, 2023, these contracts were
in a net unrealized gain position of $132 million. Additional information regarding our currency exchange rate derivative instruments is
included in Note 7 to the consolidated financial statements in “Item 8. Financial Statements and Supplementary Data” in this Annual Report
on Form 10-K.

A sensitivity analysis of changes in the fair value of all currency exchange rate derivative contracts at April 28, 2023 and April 29, 2022
indicates that, if the U.S. dollar uniformly strengthened/weakened by 10 percent against all currencies, it would have the following impact
on the fair value of these contracts:

(in millions)

10% appreciation in the U.S. dollar

10% depreciation in the U.S. dollar

Increase (decrease)

April 28, 2023

April 29, 2022

1,548 $

(1,548)

903

(903)

Any gains and losses on the fair value of derivative contracts would generally be offset by gains and losses on the underlying transactions.
These offsetting gains and losses are not reflected in the above analysis.

INTEREST RATE RISK

We are subject to interest rate risk on our short-term investments and our borrowings. We manage interest rate risk in the aggregate, while
focusing on our immediate and intermediate liquidity needs. Our debt portfolio at April 28, 2023 was comprised of debt predominantly
denominated in U.S. dollars and Euros, of which substantially all is fixed rate debt. We are also exposed to interest rate changes affecting
our investments in interest rate sensitive instruments, which include our marketable debt securities.

A sensitivity analysis of the impact on our interest rate-sensitive financial instruments of a hypothetical 10 basis point change in interest
rates, as compared to interest rates at April 28, 2023 and April 29, 2022, would have the following impact on the fair value of these
instruments:

(in millions)

10 basis point increase in interest rates

10 basis point decrease in interest rates

Increase (decrease)

April 28, 2023

April 29, 2022

63 $

(63)

(53)

For a discussion of current market conditions and the impact on our financial condition and results of operations, see the “Liquidity” section
of the Management's Discussion and Analysis in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations" in this Annual Report on Form 10-K. For additional discussion of market risk, see Notes 5 and 7 to the consolidated financial
statements in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

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Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Medtronic plc

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Medtronic plc and its subsidiaries (the “Company”) as of
April 28, 2023 and April 29, 2022, and the related consolidated statements of income, of comprehensive income, of equity and
of cash flows for each of the three years in the period ended April 28, 2023, including the related notes and schedule of
valuation and qualifying accounts for each of the three years in the period ended April 28, 2023 appearing under Item 15 (a)(1)
(collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over
financial reporting as of April 28, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of April 28, 2023 and April 29, 2022, and the results of its operations and its cash flows for each of
the three years in the period ended April 28, 2023 in conformity with accounting principles generally accepted in the United
States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of April 28, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued
by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is
to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in
all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of
internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in
the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

Table of Contents

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Income Tax Reserve for the Uncertain Tax Position Related to Puerto Rico Manufacturing

As described in Notes 13 and 18 to the consolidated financial statements, management records reserves for uncertain tax
positions related to unresolved matters with the Internal Revenue Service (IRS) and other taxing authorities. A remaining
unresolved issue with the IRS 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 manufacturing sites. These reserves are subject to a high degree of
estimation and management judgment. During fiscal year 2023, management recognized an increase of $764 million associated
with the August 18, 2022 U.S. Tax Court (Tax Court) Opinion on the previously disclosed litigation related to the allocation of
income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico for fiscal years 2005 and 2006
(Opinion). While the Opinion rejected the IRS’s position and the Tax Court determined the methodology advanced by
Medtronic was appropriate for purposes of determining the intercompany royalty rate between Puerto Rico and the U.S., the
Tax Court determined that the royalty rate should be higher, thereby increasing income allocated to the U.S. and consequently
subject to U.S. tax. This case relates only to fiscal years 2005 and 2006. The Opinion remains subject to appeal by either or both
parties. The Company has assumed the Tax Court findings will be applied for all years following fiscal year 2006. Total reserves
relating to uncertain tax positions as of April 28, 2023 were $2.682 billion, of which the Puerto Rico manufacturing reserve
makes up a significant portion.

The principal considerations for our determination that performing procedures relating to the income tax reserve for the
uncertain tax position related to Puerto Rico manufacturing is a critical audit matter are (i) the significant judgment by
management when determining the reserve, including a high degree of estimation uncertainty relative to the unresolved issue
with the IRS involving one of the Company’s manufacturing sites; (ii) a high degree of auditor judgment, subjectivity, and effort
in performing procedures and evaluating audit evidence related to management’s measurement of the income tax reserve for
the uncertain tax position related to Puerto Rico manufacturing, as the nature of the evidence is often highly subjective; and
(iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the
recognition of the income tax reserves for uncertain tax positions, as well as controls over measurement of the reserve for the
uncertain tax position related to Puerto Rico manufacturing. These procedures also included, among others (i) testing
management’s process for determining the reserve and (ii) evaluating the reasonableness of the measurement of the reserve,
including underlying assumptions used in management’s calculations. Evaluating the reasonableness of the measurement of
the reserve included evaluating whether the methodology and assumptions used by the Company were consistent with the Tax
Court’s ruling. Professionals with specialized skill and knowledge were used to assist in evaluating the application of tax laws
related to the ruling and the underlying assumptions used in management’s calculations.

/s/ PricewaterhouseCoopers LLP

Minneapolis, Minnesota

June 22, 2023

We have served as the Company’s auditor since 1963.

Table of Contents

Medtronic plc
Consolidated Statements of Income

(in millions, except per share data)

Net sales
Costs and expenses:

Cost of products sold, excluding amortization of intangible assets

Research and development expense

Selling, general, and administrative expense

Amortization of intangible assets

Restructuring charges, net

Certain litigation charges, net

Other operating (income) expense, net

Operating profit

Other non-operating income, net

Interest expense, net

Income before income taxes

Income tax provision

Net income

Net income attributable to noncontrolling interests

Net income attributable to Medtronic

Basic earnings per share

Diluted earnings per share

Basic weighted average shares outstanding

Diluted weighted average shares outstanding

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

2023

Fiscal Year

2022

2021

31,227 $

31,686 $

30,117

10,719

2,696

10,415

1,698

375

(30)

(131)

5,485

(515)

636

5,364

1,580

3,784

10,145

2,746

10,292

1,733

862

5,752

(318)

553

5,517

456

5,062

(26)

(22)

3,758 $

5,039 $

2.83 $

2.82 $

3.75 $

3.73 $

10,483

2,493

10,148

1,783

293

118

315

4,484

(336)

925

3,895

265

3,630

(24)

3,606

2.68

2.66

1,329.8

1,332.8

1,342.4

1,351.4

1,344.9

1,354.0

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Medtronic plc
Consolidated Statements of Comprehensive Income

(in millions)
Net income

Other comprehensive (loss) income, net of tax:

Unrealized (loss) gain on investment securities

Translation adjustment

Net investment hedge

Net change in retirement obligations

Unrealized (loss) gain on cash flow hedges

Other comprehensive (loss) income

Comprehensive income including noncontrolling interests

Comprehensive income attributable to noncontrolling interests

2023

Fiscal Year

2022

2021

3,784 $

5,062 $

3,630

(49)

(240)

(596)

(381)

(1,234)

2,549

(26)

(301)

(2,086)

2,299

574

727

1,213

6,274

(16)

1,699

(1,694)

505

(519)

3,713

(32)

3,681

Comprehensive income attributable to Medtronic

2,524 $

6,258 $

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

Table of Contents

Medtronic plc
Consolidated Balance Sheets

(in millions)

ASSETS
Current assets:

Cash and cash equivalents

Investments

Accounts receivable, less allowances and credit losses of $176 and $230, respectively

Inventories, net

Other current assets

Total current assets

Property, plant, and equipment, net

Goodwill

Other intangible assets, net

Tax assets

Other assets

Total assets

LIABILITIES AND EQUITY
Current liabilities:

Current debt obligations

Accounts payable

Accrued compensation

Accrued income taxes

Other accrued expenses

Total current liabilities

Long-term debt

Accrued compensation and retirement benefits

Accrued income taxes

Deferred tax liabilities

Other liabilities

Total liabilities

Commitments and contingencies (Notes 3, 16, and 18)
Shareholders’ equity:

Ordinary shares— par value $0.0001, 2.6 billion shares authorized, 1,330,809,036 and 1,330,743,395
shares issued and outstanding, respectively

Additional paid-in capital

Retained earnings

Accumulated other comprehensive loss

Total shareholders’ equity

Noncontrolling interests

Total equity

Total liabilities and equity

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

April 28, 2023

April 29, 2022

1,543 $

6,416

5,998

5,293

2,425

21,675

5,569

41,425

14,844

3,477

3,959

3,714

6,859

5,551

4,616

2,318

23,059

5,413

40,502

15,595

3,403

3,008

90,948 $

90,981

20 $

2,662

1,949

840

3,581

9,051

24,344

1,093

2,360

708

1,727

39,283

—

24,590

30,392

(3,499)

51,483

182

51,665

90,948 $

3,742

2,276

2,121

704

3,551

12,394

20,372

1,113

2,087

884

1,410

38,260

—

24,566

30,250

(2,265)

52,551

171

52,722

90,981

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Medtronic plc
Consolidated Statements of Equity

(in millions, except per share data)

Number

Par Value

Ordinary Shares

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Total
Shareholders’
Equity

Noncontrolling
Interests

Total
Equity

April 24, 2020

Net income

Other comprehensive income

Dividends to shareholders ($2.32 per
ordinary share)

Issuance of shares under stock purchase and
award plans

Repurchase of ordinary shares

Stock-based compensation

Changes to noncontrolling ownership
interests

Cumulative effect of change in accounting
principle

April 30, 2021

Net income

Other comprehensive income (loss)

Dividends to shareholders ($2.52 per
ordinary share)

Issuance of shares under stock purchase and
award plans

Repurchase of ordinary shares

Stock-based compensation

Changes to noncontrolling ownership
interests

April 29, 2022

Net income

Other comprehensive (loss) income

Dividends to shareholders ($2.72 per
ordinary share)

Issuance of shares under stock purchase and
award plans

Repurchase of ordinary shares

Stock-based compensation

Changes to noncontrolling ownership
interests

1,341 $

— $

26,165 $ 28,132 $

(3,560) $

50,737 $

135 $ 50,872

—

(4)

—

382

(559)

344

(13)

—

3,606

—

(3,120)

—

(24)

—

3,606

(3,120)

382

(559)

344

(13)

(24)

—

3,630

(3,120)

382

(559)

344

(6)

(24)

1,345 $

— $

26,319 $ 28,594 $

(3,485) $

51,428 $

174 $ 51,602

—

(21)

—

5,039

—

(3,383)

329

(2,442)

359

—

1,219

—

5,039

1,219

(3,383)

329

(2,442)

359

(6)

—

5,062

1,213

(3,383)

329

(2,442)

359

(19)

(18)

1,331 $

— $

24,566 $ 30,250 $

(2,265) $

52,551 $

171 $ 52,722

—

(6)

—

236

(571)

355

3,758

—

(3,616)

—

(1,234)

—

3,758

(1,234)

(3,616)

236

(571)

355

—

3,784

(1,234)

(3,616)

236

(571)

355

(15)

(10)

April 28, 2023

1,331 $

— $

24,590 $ 30,392 $

(3,499) $

51,483 $

182 $ 51,665

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

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Medtronic plc
Consolidated Statements of Cash Flows

(in millions)
Operating Activities:

Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Provision for credit losses
Deferred income taxes
Stock-based compensation
Loss on debt extinguishment
Asset impairment charges
Other, net
Change in operating assets and liabilities, net of acquisitions and divestitures:

Accounts receivable, net
Inventories, net
Accounts payable and accrued liabilities
Other operating assets and liabilities
Net cash provided by operating activities
Investing Activities:

Acquisitions, net of cash acquired
Additions to property, plant, and equipment
Purchases of investments
Sales and maturities of investments
Other investing activities, net

Net cash used in investing activities
Financing Activities:

Change in current debt obligations, net
Proceeds from short-term borrowings (maturities greater than 90 days)
Repayments from short-term borrowings (maturities greater than 90 days)
Issuance of long-term debt
Payments on long-term debt
Dividends to shareholders
Issuance of ordinary shares
Repurchase of ordinary shares
Other financing activities

Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental Cash Flow Information

Cash paid for:
Income taxes
Interest

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

2023

Fiscal Year

2022

2021

3,784 $

5,062 $

3,630

2,697
73
(226)
355
53
—
270

(576)
(939)
696
(148)
6,039

(1,867)
(1,459)
(7,514)
7,343
4

(3,493)

—
2,284
(2,279)
5,409
(6,012)
(3,616)
308
(645)
(409)
(4,960)
243
(2,171)
3,714
1,543 $

2,707
58
(604)
359
—
515
138

(477)
(560)
213
(65)

7,346

(91)
(1,368)
(9,882)
9,692

(10)
(1,659)

—
—
—
—
(1)
(3,383)
429
(2,544)
163
(5,336)
(231)
121
3,593
3,714 $

2,702
128
(422)
344
308
—
251

(761)
78
531
(549)
6,240

(994)
(1,355)
(11,808)
11,345
(54)
(2,866)

(311)
2,789
(2,853)
7,172
(7,367)
(3,120)
474
(652)
(268)
(4,136)
215
(547)
4,140
3,593

1,548 $
606

996 $
540

1,250
582

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements

1. 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 Dublin, Ireland.

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. Amounts reported in millions within this
annual 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.

Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in
the United States (U.S.) (U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Estimates are used when accounting for items such as income taxes,
contingencies, intangible asset, and liability valuations. Actual results may or may not differ from those estimates.

Fiscal Year-End The Company utilizes a 52/53-week fiscal year, ending the last Friday in April, for the presentation of its consolidated
financial statements and related notes thereto at April 28, 2023 and April 29, 2022 and for each of the three fiscal years ended April 28,
2023 (fiscal year 2023), April 29, 2022 (fiscal year 2022), and April 30, 2021 (fiscal year 2021). Fiscal year 2021 was a 53-week year, with
the extra week having occurred in the first fiscal month of the first quarter.

Cash Equivalents The Company considers highly liquid investments with maturities of three months or less from the date of purchase to
be cash equivalents. These investments are carried at cost, which approximates fair value.

Investments The Company invests in marketable debt and equity securities, investments for which the Company has elected the fair value
option, investments that do not have readily determinable fair values, and investments accounted for under the equity method.

Marketable debt securities are classified and accounted for as available-for-sale. These investments are recorded at fair value in the
consolidated balance sheets. The change in fair value for available-for-sale securities is recorded, net of taxes, as a component of
accumulated other comprehensive loss on the consolidated balance sheets. The Company determines the appropriate classification of its
investments in marketable debt securities at the time of purchase and reevaluates such determinations at each balance sheet date. The
classification of marketable debt securities as current or long-term is based on the nature of the securities and the availability for use in
current operations consistent with the Company's management of its capital structure and liquidity.

Certain of the Company’s investments in marketable equity securities and other securities are long-term, strategic investments in companies
that are in various stages of development and are included in other assets on the consolidated balance sheets. Marketable equity securities
are recorded at fair value in the consolidated balance sheets. The change in fair value of marketable equity securities is recognized within
other non-operating income, net in the consolidated statements of income. At each reporting period, the Company makes a qualitative
assessment considering impairment indicators to evaluate whether the investment is impaired. Equity method investments for which the
Company has elected the fair value option are valued using a discounted cash flow methodology, taking into consideration various
assumptions including discount rate and all pertinent financial information available related to the investees, including historical financial
statements and projected future cash flows. Equity investments that do not have readily determinable fair values are measured using the
measurement alternative at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly
transactions for an identical or similar investment of the same issuer. Equity securities accounted for under the equity method are initially
recorded at the amount of the Company’s investment and are adjusted each period for the Company’s share of the investee’s income or loss
and dividends paid. Securities accounted for under the equity method are reviewed quarterly for changes in circumstance or the occurrence
of events that suggest other than temporary impairment has occurred.

Accounts Receivable and Allowance for Doubtful Accounts and Credit Losses The Company grants credit to customers in the normal
course of business and maintains an allowance for doubtful accounts for potential credit losses. When evaluating allowances for doubtful
accounts, the Company considers various factors, including historical experience and customer-specific information. Uncollectible accounts
are written-off against the allowance when it is deemed that a customer account is uncollectible.

Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. The
Company reduces the carrying value of inventories for items that are potentially excess, obsolete, or slow-moving based on changes in
customer demand, technology developments, or other economic factors.

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Medtronic plc
Notes to Consolidated Financial Statements (Continued)

Property, Plant, and Equipment Property, plant, and equipment is stated at cost and depreciated over the useful lives of the assets using
the straight-line method. Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and
maintenance are expensed as incurred. The Company assesses property, plant, and equipment for impairment whenever events or changes in
circumstances indicate that the carrying amount of property, plant, and equipment asset groupings may not be recoverable. The cost of
interest that is incurred in connection with significant ongoing construction projects is capitalized using a weighted average interest rate.
These costs are included in property, plant, and equipment and amortized over the useful life of the related asset. Upon retirement or
disposal of property, plant, and equipment, the costs and related amounts of accumulated depreciation or amortization are eliminated from
the asset and accumulated depreciation accounts. The difference, if any, between the net asset value and the proceeds, is recognized in
earnings.

Goodwill and Intangible Assets Goodwill is the excess of the purchase price over the estimated fair value of net assets of acquired
businesses. The Company assesses goodwill for impairment annually in the third quarter of the fiscal year and whenever an event occurs or
circumstances change that would indicate the carrying amount may be impaired. Impairment testing for goodwill is performed at a reporting
unit level. The test for impairment of goodwill requires the Company to make several estimates related to projected future cash flows to
determine the fair value of the goodwill reporting units. The Company calculates the excess of each reporting unit's fair value over its
carrying amount, including goodwill, utilizing a discounted cash flow analysis. Internal operational budgets and long-range strategic plans
are used as a basis for the cash flow analysis. The Company also utilizes assumptions for working capital, capital expenditures, and terminal
growth rates. The discount rate applied to the cash flow analysis is based on the weighted average cost of capital (“WACC”) for each
reporting unit. An impairment loss is recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value
of the reporting unit.

Intangible assets include patents, trademarks, tradenames, customer relationships, purchased technology, and in-process research and
development (IPR&D). Intangible assets with a definite life are amortized on a straight-line basis with estimated useful lives typically
ranging from three to 20 years. Amortization is recognized within amortization of intangible assets in the consolidated statements of
income. Intangible assets with a definite life are tested for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset group, which includes intangible assets, may not be recoverable. When events or changes in circumstances
indicate that the carrying amount of an asset group, which includes intangible assets, may not be recoverable, the Company calculates the
excess of an asset group's carrying value over its undiscounted future cash flows. If the carrying value is not recoverable, an impairment loss
is recognized based on the amount by which the carrying value exceeds the fair value. The fair value of an asset group, which includes
intangible assets, is estimated by utilizing a discounted cash flow analysis.

Acquired IPR&D represents the fair value assigned to those research and development projects that were acquired in a business combination
for which the related products have not received regulatory approval and have no alternative future use. IPR&D is capitalized at its fair
value as an indefinite-lived intangible asset, and any development costs incurred after the acquisition are expensed as incurred. The fair
value of IPR&D is determined by estimating the future cash flows of each project and discounting the net cash flows back to their present
values. Upon achieving regulatory approval or commercial viability for the related product, the indefinite-lived intangible asset is accounted
for as a definite-lived asset and is amortized on a straight-line basis over the estimated useful life. If the project is not completed or is
terminated or abandoned, the Company may have an impairment related to the IPR&D, which is charged to expense. Indefinite-lived
intangible assets are tested for impairment annually in the third quarter of the fiscal year and whenever events or changes in circumstances
indicate that the carrying amount may be impaired. Impairment is calculated as the excess of the asset’s carrying value over its fair value.
Fair value is generally determined using a discounted future cash flow analysis. IPR&D with no alternative future use acquired outside of a
business combination is expensed immediately.

Contingent Consideration Certain of the Company’s business combinations involve potential payment or receipt of future consideration
that is contingent upon the achievement of certain product development milestones and/or contingent on the acquired business reaching
certain performance milestones. The Company records contingent consideration at fair value at the date of acquisition or divestiture based
on the consideration expected to be transferred, estimated as the probability-weighted future cash flows, discounted back to present value.
The fair value of contingent consideration is measured using projected payment dates, discount rates, probabilities of payment, and
projected revenues (for revenue-based considerations). Projected revenues are based on the Company’s most recent internal operational
budgets and long-range strategic plans. The discount rate used is determined at the time of measurement in accordance with accepted
valuation methodologies. Changes in projected revenues, probabilities of payment, discount rates, and projected payment dates may result in
adjustments to the fair value measurements. Contingent consideration is remeasured each reporting period using Level 3 inputs, and the
change in fair value, including accretion for the passage of time, is recognized as income or expense within other operating (income)
expense, net in the consolidated statements of income. Contingent consideration payments made or received soon after the acquisition date
are classified as investing activities in the consolidated statements of cash flows. Contingent consideration payments not made or received
soon after the acquisition date that are related to the acquisition date fair value are reported as financing activities in the consolidated
statements of cash flows, and amounts paid or received in excess of the original acquisition date fair value are reported as operating
activities in the consolidated statements of cash flows.

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Medtronic plc
Notes to Consolidated Financial Statements (Continued)

Self-Insurance The Company self-insures the majority of its insurable risks, including medical and dental costs, disability coverage,
physical loss to property, business interruptions, workers’ compensation, comprehensive general, and product liability. Insurance coverage
is obtained for risks required to be insured by law or contract. The Company uses claims data and historical experience, as applicable, to
estimate liabilities associated with the exposures that the Company has self-insured.

Retirement Benefit Plan Assumptions 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. See Note 15 for assumptions used in determining pension and post-retirement benefit costs
and liabilities.

Derivatives The Company recognizes all derivative financial instruments in its consolidated financial statements at fair value in
accordance with authoritative guidance on derivatives and hedging, and presents assets and liabilities associated with derivative financial
instruments on a gross basis in the consolidated financial statements. For derivative instruments that are designated and qualify as hedging
instruments, the hedging instrument must be designated as a cash flow hedge or hedges of net investments, based upon the exposure being
hedged. See Note 7 for more information on the Company's derivative instruments and hedging programs.

Fair Value Measurements The Company follows the authoritative guidance on fair value measurements and disclosures with respect to
assets and liabilities that are measured at fair value on both a recurring and nonrecurring basis. Fair value is defined as the exit price, or the
amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the
measurement date. The authoritative guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of
observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.
Observable inputs are inputs market participants would use in valuing the asset or liability, based on market data obtained from sources
independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants
would use in valuing the asset or liability developed based upon the best information available in the circumstances. The categorization of
financial assets and financial liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair
value measurement. The hierarchy is broken down into three levels defined as follows:

•

Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets
or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either
directly or indirectly.

Level 3 - Inputs are unobservable for the asset or liability.

Financial assets that are classified as Level 1 securities include highly liquid government bonds within U.S. government and agency
securities and marketable equity securities for which quoted market prices are available. In addition, the Company classifies currency
forward contracts as Level 1 since they are valued using quoted market prices in active markets which have identical assets or liabilities.

The valuation for most fixed maturity securities are classified as Level 2. Financial assets that are classified as Level 2 include corporate
debt securities, government and agency securities, other asset-backed securities, certificate of deposits, and mortgage-backed securities
whose value is determined using inputs that are observable in the market or may be derived principally from, or corroborated by, observable
market data such as pricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark
securities. In addition, total return swaps are included in Level 2 as the Company uses inputs other than quoted prices that are observable for
the asset. The Level 2 derivative instruments are primarily valued using standard calculations and models that use readily observable market
data as their basis.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or
similar techniques, and at least one significant model assumption or input is unobservable. Financial assets that are classified as Level 3
include certain investment securities for which there is limited market activity such that the determination of fair value requires significant
judgment or estimation, equity method investments for which the Company has elected the fair value option, and auction rate securities. The
investment securities with limited market activity are valued using third-party pricing sources that incorporate transaction details such as
contractual terms, maturity, timing, and amount of expected future cash flows, as well as assumptions about liquidity and credit valuation
adjustments by market participants. The fair value of auction rate securities is estimated by the Company using a discounted cash flow
model, which incorporates significant unobservable inputs. The significant unobservable inputs used in the fair value measurement of the
Company’s auction rate securities are years to principal recovery and the illiquidity premium that is incorporated into the discount rate.
Valuation techniques for investments valued using the fair value option are included in the "Investments" section above. For goodwill, other
intangible assets, and IPR&D, inputs used in the fair value analysis fall within Level 3 of the fair value hierarchy due to the use of
significant unobservable inputs to determine fair value.

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Medtronic plc
Notes to Consolidated Financial Statements (Continued)

Certain investments for which the fair value is measured using the net asset value per share (or its equivalent) practical expedient are
excluded from the fair value hierarchy. Financial assets for which the fair value is measured using the net asset value per share practical
expedient include certain debt funds, equity and fixed income commingled trusts, and registered investment companies.

If a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based on
relative standalone selling price. Shipping and handling is treated as a fulfillment activity rather than a promised service, and therefore, is
not considered a performance obligation. Taxes assessed by a governmental authority that are both imposed on, and concurrent with, a
specific revenue producing transaction and collected by the Company from customers (for example, sales, use, value added, and some
excise taxes) are not included in revenue. For contracts that have an original duration of one year or less, the Company uses the practical
expedient applicable to such contracts and does not adjust the transaction price for the time value of money.

The Company records a deferred revenue liability if a customer pays consideration, or the Company has the right to invoice, before the
Company transfers a good or service to the customer. Deferred revenue primarily represents remote monitoring services and equipment
maintenance, for which consideration is received at the same time as consideration for the device or equipment. Revenue related to remote
monitoring services and equipment maintenance is recognized over the service period as time elapses.

Shipping and Handling Shipping and handling costs incurred to physically move product from the Company's premises to the customer's
premises are recognized in selling, general, and administrative expense in the consolidated statements of income and were $351 million,
$354 million, and $308 million in fiscal years 2023, 2022, and 2021, respectively. Other shipping and handling costs incurred to store,
move, and prepare products for shipment are recognized in cost of products sold in the consolidated statements of income.

Research and Development Research and development costs are expensed when incurred. Research and development costs include costs
of research, engineering, and technical activities to develop a new product or service or make significant improvement to an existing
product or manufacturing process. Research and development costs also include pre-approval regulatory and clinical trial expenses and
license payments for technology not yet approved by regulators.

Contingencies The Company records a liability in the consolidated financial statements for loss contingencies 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.

Income Taxes The Company has deferred taxes that arise as a result of the different treatment of transactions for U.S. GAAP and income
tax accounting, known as temporary differences. The Company records the tax effect of these temporary differences as deferred tax assets
and deferred tax liabilities. Deferred tax assets generally represent items that may be used as a tax deduction or credit in a tax return in
future years for which the Company has already recognized the tax benefit in the consolidated statements of income. The Company
establishes valuation allowances for deferred tax assets when the amount of expected future taxable income is not likely to support the use
of the deduction or credit. Deferred tax liabilities generally represent tax expense for which payment has been deferred or expense has
already been taken as a deduction on the Company’s tax return but has not yet been recognized as an expense in the consolidated statements
of income. See Footnote 13 for more information on the Company's uncertain tax positions and tax policies.

Other Operating (Income) Expense, Net Other operating (income) expense, net primarily includes royalty expense, currency
remeasurement and derivative gains and losses, Puerto Rico excise taxes, changes in fair value of contingent consideration, changes in
amounts accrued for certain contingent liabilities for a past acquisition, MCS charges, RCS charges, impairment charges, income from
funded research and development arrangements, and commitments to the Medtronic Foundation and Medtronic LABS.

Other Non-Operating Income, Net Other non-operating income, net includes the non-service component of net periodic pension and
post-retirement benefit cost, investment gains and losses, and interest income.

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Medtronic plc
Notes to Consolidated Financial Statements (Continued)

Currency Translation Assets and liabilities of non-U.S. dollar functional currency entities are translated to U.S. dollars at period-end
exchange rates, and the currency impacts arising from the translation of the assets and liabilities are recorded as a cumulative translation
adjustment, a component of accumulated other comprehensive loss, on the consolidated balance sheets. Elements of the consolidated
statements of income are translated at the average monthly currency exchange rates in effect during the period. Currency transaction gains
and losses are included in other operating (income) expense, net in the consolidated statements of income.

Stock-Based Compensation The Company measures stock-based compensation expense at the grant date based on the fair value of the
award and recognizes the compensation expense over the requisite service period, which is generally the vesting period. The amount of
stock-based compensation expense recognized during a period is based on the portion of the awards that are expected to vest. The Company
estimates pre-vesting forfeitures at the time of grant and revises the estimates in subsequent periods.

Recently Adopted Accounting Standards

For fiscal year 2023, there were no newly adopted accounting standards that had a material impact to our consolidated financial statements.

2. Revenue

The Company's revenues are principally derived from device-based medical therapies and services related to cardiac rhythm disorders,
cardiovascular disease, renal disease, neurological disorders and diseases, spinal conditions and musculoskeletal trauma, chronic pain,
urological and digestive disorders, ear, nose, and throat conditions, and diabetes conditions as well as advanced and general surgical care
products, respiratory and monitoring solutions, and neurological surgery technologies. 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 for fiscal years 2023, 2022, and 2021:

(in millions)
Cardiac Rhythm & Heart Failure
Structural Heart & Aortic
Coronary & Peripheral Vascular

Cardiovascular
Surgical Innovations
Respiratory, Gastrointestinal, & Renal

Medical Surgical

Cranial & Spinal Technologies
Specialty Therapies
Neuromodulation
Neuroscience
Diabetes
Total

Net Sales by Fiscal Year

2023

2022

2021

5,835 $
3,363
2,375
11,573
5,663
2,770
8,433
4,451
2,815
1,693
8,959
2,262
31,227 $

5,908 $
3,055
2,460
11,423
6,060
3,081
9,141
4,456
2,592
1,735
8,784
2,338
31,686 $

5,584
2,834
2,354
10,772
5,438
3,298
8,737
4,288
2,307
1,601
8,195
2,413
30,117

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Medtronic plc
Notes to Consolidated Financial Statements (Continued)

The table below illustrates net sales by market geography and segment for fiscal years 2023, 2022, and 2021:

U.S.(1)

Non-U.S. Developed Markets(2)

Emerging Markets(3)

(in millions)

Fiscal Year
2023

Fiscal Year
2022

Fiscal Year
2021

Fiscal Year
2023

Fiscal Year
2022

Fiscal Year
2021

Fiscal Year
2023

Fiscal Year
2022

Fiscal Year
2021

Cardiovascular

5,848 $

5,545 $

5,248 $

3,564 $

3,866 $

3,752 $

2,161 $

2,012 $

1,773

Medical Surgical

Neuroscience

Diabetes

Total

3,658

6,018

849

3,862

5,753

974

3,650

5,456

1,171

3,080

1,658

1,106

3,373

1,801

1,085

3,320

1,724

1,019

1,694

1,283

307

1,905

1,229

279

1,766

1,015

222

$ 16,373 $ 16,135 $ 15,526 $

9,408 $ 10,126 $

9,815 $

5,446 $

5,426 $

4,777

(1) U.S. includes the United States and U.S. territories.
(2) Non-U.S. developed markets include Japan, Australia, New Zealand, Korea, Canada, and the countries within Western Europe.
(3)

Emerging markets include the countries of the Middle East, Africa, Latin America, Eastern Europe, and the countries of Asia that are not included in
the non-U.S. developed markets, as defined above.

At April 28, 2023, $1.1 billion of rebates were classified as other accrued expenses, and $555 million of rebates were classified as a
reduction of accounts receivable in the consolidated balance sheet. At April 29, 2022, $981 million of rebates were classified as other
accrued expenses, and $548 million of rebates were classified as a reduction of accounts receivable in the consolidated balance sheet.
During fiscal year 2023, adjustments to rebate and return reserves recognized in revenue that were included in the rebate and return reserves
at the beginning of the period were not material.

Deferred Revenue and Remaining Performance Obligations

Deferred revenue at April 28, 2023 and April 29, 2022 was $405 million and $399 million, respectively. At April 28, 2023 and April 29,
2022, $314 million and $305 million was included in other accrued expenses, respectively, and $91 million and $94 million was included in
other liabilities, respectively. During the fiscal year ended April 28, 2023, the Company recognized $240 million of revenue that was
included in deferred revenue as of April 29, 2022.

Remaining performance obligations include goods and services that have not yet been delivered or provided under existing, noncancellable
contracts with minimum purchase commitments. At April 28, 2023, 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
$0.6 billion. The Company expects to recognize revenue on the majority of these remaining performance obligations over the next three
years.

3. Acquisitions and Dispositions

The Company had acquisitions during fiscal years 2023 and 2022 that were accounted for as business combinations. The assets and
liabilities of businesses acquired were recorded and consolidated on the acquisition date at their respective fair values. Goodwill resulting
from business combinations is largely attributable to future, yet to be defined technologies, new customer relationships, existing workforce
of the acquired businesses, and synergies expected to arise after the Company's acquisition of these businesses. The pro forma impact of
acquisitions during fiscal years 2023 and 2022 was not significant, either individually or in the aggregate, to the consolidated results of the
Company. The results of operations of acquired businesses have been included in the Company’s consolidated statements of income since
the date each business was acquired. Purchase price allocation adjustments for fiscal years 2023 and 2022 business combinations were not
significant.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

Fiscal Year 2023

Intersect ENT

On May 13, 2022, the Company acquired Intersect ENT, a global ear, nose, and throat (ENT) medical technology leader. The acquisition
expands the Neuroscience segment portfolio of products used during ENT procedures, and combined with the Company's navigation,
powered instruments, and existing tissue health products, offers a broader suite of solutions to assist surgeons treating patients who suffer
from chronic rhinosinusitis (CRS). Total consideration, net of cash acquired, for the transaction, in which the Company acquired all
outstanding shares of Intersect ENT for $28.25 per share, was $1.2 billion consisting of $1.1 billion of cash and $98 million previously held
investments in Intersect ENT. Based upon a preliminary acquisition valuation, the Company acquired $615 million of goodwill,
$635 million of technology-based intangible assets, $35 million of customer-related intangible assets, and $13 million of tradenames with
estimated useful lives of 20 years. The goodwill is not deductible for tax purposes.

Revenue and net loss attributable to Intersect ENT since the date of acquisition as well as costs incurred in connection with the acquisition
included in the consolidated statements of income were not significant for fiscal year 2023.

Affera, Inc.

On August 30, 2022, the Company acquired Affera, Inc. (Affera) a privately-held company focused on the development of cardiac mapping
and navigation systems and catheter-based cardiac ablation technologies. The acquisition expands the Cardiovascular segment suite of
advanced cardiac ablation products and accessories, including its first cardiac mapping and navigation platform. Total consideration, net of
cash acquired for the transaction, was $904 million. Based upon a preliminary acquisition valuation, the Company acquired $660 million of
goodwill and $300 million of in-process research and development, which was capitalized into intangible assets during the fourth quarter of
fiscal year 2023. The goodwill is not deductible for tax purposes. The Company recognized $201 million of non-cash contingent
consideration liabilities in connection with the acquisition, which are comprised of product development milestone-based payments.

Revenue and net loss attributable to Affera since the date of acquisition as well as costs incurred in connection with the acquisition included
in the consolidated statements of income were not significant for fiscal year 2023.

The acquisition date fair values of the assets acquired and liabilities assumed were as follows:

(in millions)
Cash and cash equivalents
Inventory
Goodwill
Other intangible assets
Other assets

Total assets acquired

Current liabilities
Deferred tax liabilities
Other liabilities

Total liabilities assumed
Net assets acquired

Other acquisitions

Intersect ENT

Affera

39 $
32
615
683
40
1,408

63
51
18
131
1,277 $

66
—
660
300
1
1,027

2
53
1
56
970

For acquisitions other than Intersect ENT and Affera, the acquisition date fair value of net assets acquired during fiscal year 2023 was $123
million. Based upon preliminary valuations, assets acquired were primarily comprised of $66 million of goodwill and $57 million of
technology-based intangible assets with estimated useful lives of 16 years. The goodwill is deductible for tax purposes. The Company
recognized $73 million of non-cash contingent consideration liabilities in connection with these acquisitions during fiscal year 2023, which
are comprised of revenue and product development milestone-based payments.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

Fiscal Year 2022

The acquisition date fair value of net assets acquired during fiscal year 2022 was $125 million, consisting of $154 million of assets acquired
and $29 million of liabilities assumed. Assets acquired were primarily comprised of $50 million of technology-based intangible assets with
estimated useful lives ranging from 15 to 16 years, and $80 million of goodwill. The goodwill is not deductible for tax purposes. The
Company recognized $31 million of non-cash contingent consideration liabilities in connection with business combinations during fiscal
year 2022, which are comprised of revenue and product development milestone-based payments.

Acquired In-Process Research & Development (IPR&D)

IPR&D with no alternative future use acquired outside of a business combination is expensed immediately. During fiscal year 2023, IPR&D
acquired in connection with asset acquisitions was not significant. During fiscal year 2022, the Company acquired $101 million of IPR&D
in connection with asset acquisitions of technology not yet approved by regulators, which was recognized in research and development
expense in the consolidated statements of income.

Contingent Consideration

Certain of the Company’s business combinations involve potential payment of future consideration that is contingent upon the achievement
of certain product development milestones and/or contingent on the acquired business reaching certain performance milestones. A liability
is recorded for the estimated fair value of the contingent consideration on the acquisition date. The fair value of the contingent consideration
is remeasured at each reporting period, and the change in fair value is recognized within other operating (income) expense, net in the
consolidated statements of income.

The fair value of contingent consideration at April 28, 2023 and April 29, 2022 was $206 million and $119 million, respectively. At
April 28, 2023, $34 million was recorded in other accrued expenses, and $171 million was recorded in other liabilities on the consolidated
balance sheets. At April 29, 2022, $35 million was reflected in other accrued expenses, and $84 million was reflected in other liabilities on
the consolidated balance sheets.

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

(in millions)

Beginning Balance

Purchase price contingent consideration

Purchase price allocation adjustments

Payments

Change in fair value

Divestiture-related and other

Ending Balance

Fiscal Year

2023

2022

119 $

274

—

(154)

(24)

(8)
206 $

270

(86)

(103)

—
119

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

(in millions)

Fair Value at
April 28, 2023

Revenue and other performance-based payments

Product development and other milestone-based
payments

126

Unobservable Input

Discount rate

Projected fiscal year of payment

Discount rate

Projected fiscal year of payment

Range

Weighted
Average (1)

11.2% - 27.2%

17.5%

2024 - 2027

3.9% - 5.5%

2024 - 2027

2025

4.1%

2026

(1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected fiscal year of payment, the amount
represents the median of the inputs and is not a weighted average.

Renal Care Solutions disposition

On May 25, 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 on April 1, 2023, completed the transaction. This sale is 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

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

ownership. RCS was part of the Company’s Medical Surgical portfolio. At closing, the Company received $45 million cash consideration,
recorded non-cash contingent consideration receivables valued at $195 million due based on the achievement of certain revenue, regulatory,
and profitability milestones, and retained a 50% non-controlling equity interest in Mozarc valued at $307 million. For the contingent
consideration receivables, the maximum consideration the Company could receive in the future is $300 million based on the achievement of
the aforementioned milestones, with potential payouts starting in fiscal year 2025 through 2029. The Company recorded total non-cash pre-
tax charges of $136 million in fiscal year 2023, primarily related to impairment of goodwill and changes in the carrying amount of the
disposal group, recognized in other operating (income) expense, net in the consolidated statements of income. Refer to Note 9 to the
consolidated financial statements for additional information on the goodwill impairment. Refer to Note 5 to the consolidated financial
statements for additional information on the Company’s retained 50% equity investment in Mozarc as a result of this transaction.

The Company determined that the sale of the RCS business did not meet the criteria to be classified as discontinued operations.

4. Restructuring Charges

In fiscal years 2023, 2022 and 2021, restructuring costs primarily related to Enterprise Excellence and Simplification restructuring
programs, both of which were substantially completed as of the end of this fiscal year. Enterprise Excellence was designed to leverage the
company’s global size and scale to focus on global operations, and functional and commercial optimization, and had total pre-tax charges of
$1.8 billion. Simplification was designed to focus the organization on accelerating innovation, enhancing customer experience, driving
revenue growth and winning market share, and had total pre-tax charges of $0.5 billion.

In addition, in the fourth quarter of fiscal year 2023, we incurred $0.3 billion of restructuring charges primarily related to employee
termination benefits to support cost reduction initiatives. These charges were incremental to charges incurred under our Enterprise
Excellence and Simplification programs noted above.

The following table presents the classification of restructuring costs in the consolidated statements of income:

(in millions)

Cost of products sold

Selling, general, and administrative expenses

Restructuring charges, net

Total restructuring and associated costs

2023

Fiscal year

2022

2021

97 $

117 $

173

375

158

647 $

335 $

128

196

293

617

(1) In fiscal years 2023 and 2021, restructuring charges, net included $94 million and $97 million, respectively, of incremental defined benefit, defined
contribution, and post-retirement related expenses for employees that accepted voluntary early retirement packages.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

The following table summarizes the activity related to restructuring programs for fiscal years 2023 and 2022:

(in millions)

April 30, 2021

Charges

Cash payments
Accrual adjustments(3)

April 29, 2022

Charges

Cash payments
Accrual adjustments(3)

April 28, 2023

Employee
Termination
Benefits(1)

Associated
Costs(2)

Asset
Write-downs

Other
Costs

Total

123 $

22 $

— $

1 $

(109)

(13)

285

(150)

(11)

204 $

274

(269)

—

271

(274)

—

23 $

—

(1)

—

— $

—

(6)

(1)

1 $

146

354

(378)

(13)

110

564

(433)

(12)

230

(1)

In fiscal years 2023, restructuring charges, net included $94 million of incremental defined benefit, defined contribution, and post-retirement related
expenses for employees that accepted voluntary early retirement packages. These costs are not included in the table summarizing restructuring charges
above, as they are associated with costs that are accounted for under the pension and post-retirement rules.

(2) Associated costs include costs incurred as a direct result of the restructuring program, such as salaries for employees supporting the program and

consulting expenses.

(3) Accrual adjustments relate to certain employees identified for termination finding other positions within the Company or contract terminations being

settled for less than originally estimated.

Mechanical Circulatory Support (MCS)

In June 2021, the Company announced the decision to stop the distribution and sale of the Medtronic HVAD System in light of a growing
body of observational clinical comparisons indicating a lower frequency of neurological adverse events and mortality with another
circulatory support device available to patients compared to the HVAD system. In connection with this decision, the Company recorded
charges of $726 million (MCS charges) within the Cardiovascular segment during the first quarter of fiscal year 2022, including $58 million
recognized in costs of products sold and $668 million recognized within other operating (income) expense, net in the consolidated statement
of income. The charges included $515 million of non-cash impairments and write-downs primarily related to $409 million of intangible
asset impairments and $58 million of inventory write-downs. The Company also recorded charges of $211 million for commitments and
obligations associated with the decision, which included charges for patient support obligations, restructuring, and other associated costs.
During the fourth quarter of fiscal year 2022, the Company recorded additional charges of $155 million within other operating (income)
expense, net primarily related to incremental commitments and obligations associated with the exit of the business. As of April 28, 2023,
accruals were recorded in the consolidated balance sheet for these obligations, with $84 million reflected in other accrued expenses and
$88 million recorded in other liabilities.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

5. 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 April 28, 2023 and April 29, 2022:

(in millions)
Level 1:
U.S. government and agency securities
Level 2:
Corporate debt securities
U.S. government and agency securities
Mortgage-backed securities
Non-U.S. government and agency securities
Certificates of deposit
Other asset-backed securities

Total Level 2

Level 3:
Auction rate securities

Total available-for-sale debt securities

Total Level 2

Level 3:
Auction rate securities

Total available-for-sale debt securities

April 28, 2023

Valuation

Balance Sheet Classification

Cost

Unrealized
Gains

Unrealized
Losses

Fair Value

Investments

Other Assets

527 $

— $

(22) $

505 $

4,140
879
560
15
10
580
6,185

6
—
—
—
—
—
6

(162)
(45)
(54)
—
—
(19)
(281)

3,984
834
506
15
10
561
5,911

36
6,748 $

—
6 $

(3)
(305) $

33
6,449 $

—
6,416 $

April 29, 2022

Valuation

Balance Sheet Classification

Cost

Unrealized
Gains

Unrealized
Losses

Fair Value

Investments

Other Assets

533 $

1 $

(15) $

518 $

4,457
910
592
17
20
567
6,563

4
—
—
—
—
—
4

(140)
(41)
(35)
—
—
(11)
(227)

4,321
869
558
17
20
556
6,341

36
7,131 $

—
5 $

(3)
(245) $

33
6,893 $

—
6,859 $

—

—
—
—
—

—
—

33
33

—

—
—
—
—

—
—

33
33

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

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

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 April 28, 2023 and April 29, 2022:

(in millions)
Corporate debt securities
U.S. government and agency securities
Mortgage-backed securities
Other asset-backed securities
Auction rate securities

Total

(in millions)
Corporate debt securities
U.S. government and agency securities
Mortgage-backed securities
Other asset-backed securities
Auction rate securities

Total

April 28, 2023

Less than 12 months

More than 12 months

Fair Value

Unrealized
Losses

Fair Value

Unrealized
Losses

286 $
89
26
—
—
401 $

(4) $
(3)
(1)
—
—
(8) $

2,901 $
821
460
545
33
4,760 $

(158)
(64)
(53)
(19)
(3)
(297)

April 29, 2022

Less than 12 months

More than 12 months

Fair Value

Unrealized
Losses

Fair Value

Unrealized
Losses

222 $
—
—
—
—
222 $

(1) $
—
—
—
—
(1) $

2,993 $
945
507
526
33
5,004 $

(139)
(56)
(35)
(11)
(3)
(244)

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 fiscal years ended April 28, 2023 and April 29, 2022. 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.

Activity related to the Company’s available-for-sale debt securities portfolio is as follows:

(in millions)
Proceeds from sales and maturities
Gross realized gains
Gross realized losses

April 28, 2023

April 29, 2022

April 30, 2021

7,321 $
10
(43)

9,611 $
15
(18)

10,420
15
(14)

During the fiscal year ended April 30, 2021, the Company had proceeds from maturities of investments classified as held to maturity of
$911 million.

The April 28, 2023 balance of available-for-sale debt securities by contractual maturity is 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)
Due in one year or less
Due after one year through five years
Due after five years through ten years
Due after ten years

Total debt securities

April 28, 2023

1,267
3,704
803
676
6,449

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

Equity Securities, Equity Method Investments, and Other Investments

The Company holds investments in equity securities with readily determinable fair values, equity method investments for which the
Company has elected the fair value option, equity investments without readily determinable fair values, investments accounted for under the
equity method, and other investments. Equity securities with readily determinable fair values are included in Level 1 of the fair value
hierarchy, as they are measured using quoted market prices. Equity method investments for which the Company has elected the fair value
option are included within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs to determine fair value. To
determine the fair value of these investments, the Company uses a discounted cash flow methodology, taking into consideration various
assumptions including discount rate, and all pertinent financial information available related to the investees, including historical financial
statements and projected future cash flows. Equity investments that do not have readily determinable fair values, and that are not accounted
for via the fair value option, are included within Level 3 of the fair value hierarchy, as they are measured using the measurement alternative
at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or
similar investment of the same issuer.

The following table summarizes the Company's equity and other investments at April 28, 2023 and April 29, 2022, which are classified as
other assets in the consolidated balance sheets:

(in millions)
Investments with readily determinable fair value (marketable equity securities)

Investments for which the fair value option has been elected

Investments without readily determinable fair values

Equity method and other investments

Total equity and other investments

April 28, 2023

April 29, 2022

115 $

531

872

1,607 $

—

732

881

Gains and losses on the Company's portfolio of equity and other investment are recognized in other non-operating income, net in the
consolidated statements of income. During the fiscal year ended April 28, 2023, there were $56 million of net unrealized gains on equity
securities and other investments still held at April 28, 2023. During the fiscal year ended April 29, 2022, there were $8 million of net
unrealized gains on equity securities and other investments still held at April 29, 2022.

Interest income is recognized in other non-operating income, net, in the consolidated statements of income. During the fiscal year ended
April 28, 2023, there was $386 million of interest income. During the fiscal year ended April 29, 2022, there was $186 million of interest
income.

Mozarc Medical Investment

On April 1, 2023 the Company sold half of its RCS business to Mozarc, and as a result of the transaction the Company retained a 50%
equity interest in Mozarc. Please refer to Note 3 to the consolidated financial statements for additional information on this transaction.
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.

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:

(in millions)

Beginning Balance

Initial valuation

Additional cash investment

Ending Balance

Fiscal Year 2023

—

307

224

531

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

6. Financing Arrangements

Current debt obligations consisted of the following:

(in millions)

Bank borrowings

0.000 percent three-year 2019 senior notes

0.375 percent four-year 2019 senior notes

0.000 percent two-year 2020 senior notes

Finance lease obligations

Current debt obligations

April 28, 2023

April 29, 2022

13 $

—

798

1,596

1,330

20 $

3,742

Bank Borrowings Outstanding bank borrowings at April 28, 2023 and April 29, 2022 were not significant.

Commercial Paper On January 26, 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 on January 31, 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 28, 2023 and April 29, 2022. During fiscal year 2023, the weighted average original
maturity of the commercial paper outstanding was approximately 22 days and the weighted average interest rate was 4.34 percent. During
fiscal year 2022, the weighted average original maturity of the commercial paper outstanding was approximately 15 days and the weighted
average interest rate was 0.70 percent. The issuance of commercial paper reduces the amount of credit available under the Company's
existing credit facility, defined below.

Line of Credit On December 12, 2022, Medtronic Luxco, as borrower, entered into an amendment to its amended and restated credit
agreement (Credit Facility), by and among Medtronic, Medtronic, Inc., Medtronic Luxco, the lenders from time to time party thereto, and
Bank of America, N.A., as administrative agent and issuing bank, extending the maturity date of the Credit Facility to December 2027.

The Credit Facility provides for a $3.5 billion five-year unsecured revolving credit facility (Credit Facility). At each anniversary date of the
Credit Facility, we can request a one-year extension of the maturity date. The Credit Facility provides the Company with the ability to
increase its borrowing capacity by an additional $1.0 billion at any time during the term of the agreement. The Company and Medtronic,
Inc. have guaranteed the obligations of the borrowers under the Credit Facility, and Medtronic Luxco will also guarantee the obligations of
any designated borrower. The Credit Facility includes a multi-currency borrowing feature for certain specified foreign currencies. At
April 28, 2023 and April 29, 2022, 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 all covenants related to the Credit Facility.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

The Company's long-term debt obligations consisted of the following:

(in millions, except interest rates)

3.500 percent ten-year 2015 senior notes

0.250 percent six-year 2019 senior notes

2.625 percent three-year 2022 senior notes

0.000 percent five-year 2020 senior notes

1.125 percent eight-year 2019 senior notes

3.350 percent ten-year 2017 senior notes

4.250 percent five-year 2023 senior notes

3.000 percent six-year 2022 senior notes

0.375 percent eight-year 2020 senior notes

1.625 percent twelve-year 2019 senior notes

1.000 percent twelve-year 2019 senior notes

3.125 percent nine-year 2022 senior notes

0.750 percent twelve-year 2020 senior notes

4.500 percent ten-year 2023 senior notes

3.375 percent twelve-year 2022 senior notes

4.375 percent twenty-year 2015 senior notes

6.550 percent thirty-year 2007 CIFSA senior notes

2.250 percent twenty-year 2019 senior notes

6.500 percent thirty-year 2009 senior notes

1.500 percent twenty-year 2019 senior notes

5.550 percent thirty-year 2010 senior notes

1.375 percent twenty-year 2020 senior notes

4.500 percent thirty-year 2012 senior notes

4.000 percent thirty-year 2013 senior notes

4.625 percent thirty-year 2014 senior notes
4.625 percent thirty-year 2015 senior notes

1.750 percent thirty-year 2019 senior notes
1.625 percent thirty-year 2020 senior notes

Finance lease obligations

Debt discount, net

Deferred financing costs

Long-term debt

April 28, 2023

April 29, 2022

Maturity by
Fiscal Year

Amount

Effective
Interest Rate

Amount

2025

2026

2027

2028

2029

2031

2032

2033

2035

2038

2039

2040

2041

2042

2043

2044
2045

2050
2051

2024-2036

2026-2051

—

1,097

549

1,097

1,646

—

1,000

1,097

1,000

1,097

1,932

253

1,097

158

1,097

224

1,097

105

305

127
1,813

1,097
1,097

(64)

(124)

— % $

0.44

2.86

0.23

1.25

—

4.42

3.09

0.51

1.75

1.06

3.25

0.81

4.62

3.44

4.47

4.67

2.34

6.56

1.58

5.58

1.46

4.54

4.09

4.67
4.69

1.87
1.75

9.91

—

1,890

1,064

—

1,064

1,596

368

—

1,064

—

1,064

—

1,932

253

1,064

158

1,064

224

1,064

105

305

127
1,813

1,064
1,064

(52)

(109)

24,344

20,372

Effective
Interest Rate

3.74 %

0.45

—

0.25

1.26

3.53

—

0.52

1.75

1.06

—

0.81

—

4.47

4.67

2.35

6.56

1.59

5.58

1.47

4.54

4.09

4.67
4.69

1.88
1.76

9.15

—

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 Seniors Notes.

In September 2020, Medtronic Global Holdings S.C.A. (Medtronic Luxco) issued six tranches of Euro-denominated Senior Notes with an
aggregate principal of €6.3 billion, with maturities ranging from fiscal year 2023 to fiscal year 2051, resulting in cash proceeds of
approximately $7.2 billion, net of discounts and issuance costs. The Company used the net proceeds of the offering to fund the early
redemption of $4.3 billion of Medtronic Inc. and CIFSA Senior Notes and €1.5 billion of Medtronic Luxco Senior Notes for $6.3 billion of
total consideration in October 2020. Additionally, the Company used the proceeds to repay its €750 million floating rate senior notes at
maturity in March 2021. The Company recognized a loss on debt extinguishment of $308 million in fiscal year 2021, which primarily

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

included cash premiums and accelerated amortization of deferred financing costs and debt discounts and premiums. The loss was
recognized in interest expense, net in the consolidated statement of income.

In September 2022, Medtronic Luxco issued four tranches of Euro-denominated Senior Notes with an aggregate principal of €3.5 billion,
with maturities ranging from fiscal year 2026 to 2035, resulting in cash proceeds of approximately $3.4 billion, net of discounts and
issuance costs. The Company used the net proceeds to repay at maturity €750 million of Medtronic Luxco Senior Notes for $772 million of
total consideration in December 2022 and €2.8 billion of Medtronic Luxco Senior Notes for $2.9 billion of total consideration in March
2023.

In March 2023, Medtronic Luxco issued two tranches of USD-denominated Senior Notes with an aggregate principal of $2.0 billion, with
maturities ranging from fiscal year 2028 to 2033, resulting in cash proceeds of approximately $2.0 billion, net of discounts and issuance
costs. The Company used the net proceeds supplemented by additional cash to repay the ¥297 billion Fiscal 2023 Loan Agreement
discussed below for $2.3 billion of total consideration.

The Euro-denominated debt issued in September 2020 and September 2022 is designated as a net investment hedge of certain of the
Company's European operations. Refer to Note 7 for additional information regarding the net investment hedge.

Term Loan Agreements In May 2022, Medtronic Luxco entered into a term loan agreement (Fiscal 2023 Loan Agreement) by and among
Medtronic Luxco, Medtronic plc, Medtronic, Inc., and Mizuho Bank, Ltd. as administrative agent and as lender. The Fiscal 2023 Loan
Agreement provides an unsecured term loan in an aggregate principal amount of up to ¥300 billion with a term of 364 days. Borrowings
under the Fiscal 2023 Loan Agreement bear interest at the TIBOR Rate (as defined in the Fiscal 2023 Loan Agreement) plus a margin of
0.40% per annum. Medtronic plc and Medtronic, Inc. guaranteed the obligations of Medtronic Luxco under the Fiscal 2023 Loan
Agreement. In May and June 2022, Medtronic Luxco borrowed an aggregate of ¥297 billion, or approximately $2.3 billion, of the term
loan, under the Fiscal 2023 Loan Agreement. The Company used the net proceeds of the borrowings to fund the early redemption of
$1.9 billion of Medtronic Inc.'s 3.500% Senior Notes due 2025 for $1.9 billion of total consideration, and $368 million of Medtronic
Luxco's 3.350% Senior Notes due 2027 for $376 million of total consideration. The Company recognized a total loss on debt
extinguishment of $53 million within interest expense, net in the consolidated statements of income during fiscal year 2023, which primarily
includes cash premiums and accelerated amortization of deferred financing costs and debt discounts and premiums. During the fourth
quarter of fiscal year 2023, the Company repaid the term loan in full, including interest.

Contractual maturities of debt for the next five fiscal years and thereafter, excluding deferred financing costs and debt discount, net, are as
follows:

(in millions)
2024
2025
2026
2027
2028
Thereafter
Total

20
7
2,750
1,652
1,005
19,119
24,553

Financial Instruments Not Measured at Fair Value

At April 28, 2023, the estimated fair value of the Company’s Senior Notes was $21.7 billion compared to a principal value of $24.5 billion.
At April 29, 2022, the estimated fair value was $22.9 billion compared to a principal value of $24.2 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.

7. 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.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

Cash Flow Hedges

The Company uses foreign currency forward exchange 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 contracts are designated as a cash flow hedge. 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 three-year period. At April 28, 2023 and April 29, 2022, the Company
had $93 million and $474 million in after-tax unrealized gains, respectively, associated with cash flow hedging instruments recorded in
accumulated other comprehensive loss. The Company expects that $140 million of after-tax net unrealized gains at April 28, 2023 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 twelve months ended April 28, 2023, the Company recognized $107 million of after-tax unrealized gains related to
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.

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:

(in billions)

Currency exchange rate contracts
Currency exchange rate contracts(1)
Foreign currency-denominated debt(2)
Currency exchange rate contracts

Designation

Cash flow hedge

Net investment hedge

Undesignated

As of

April 28, 2023

April 29, 2022

9.1 $

7.2

17.6

5.8

8.8

—

17.0

4.9

(1) At April 28, 2023, includes derivative contracts with a notional value of €4.5 billion, or $4.9 billion, designated as hedges of a portion of our net
investment in certain European operations and derivative contracts with a notional value of ¥297 billion, or $2.2 billion, designated as hedges of a
portion of our net investment in certain Japanese operations. These derivative contracts mature in fiscal years 2024 through 2033.

(2) At April 28, 2023, includes €16.0 billion, or $17.6 billion, of outstanding Euro-denominated debt as hedges of a portion our net investment in foreign

operations. This debt matures in fiscal years 2026 through 2051.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

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

The amount of the gains and losses on our hedging instruments and the classification of those gains and losses within our consolidated
financial statements for fiscal years 2023, 2022, and 2021 were as follows:

(Gain) Loss Recognized in
Accumulated Other Comprehensive
Income

(Gain) Loss Reclassified into Income

Fiscal Year

2023

2022

2021

2023

2022

2021

Location of (Gain) Loss in Income
Statement

(in millions)
Cash flow hedges

Currency exchange rate contracts

(161) $

(953) $

519 $

(703) $

(144) $

(17)

Other operating (income)
expense, net

Currency exchange rate contracts

(79)

108

(3)

15 Cost of products sold

Net investment hedges

Foreign currency-denominated debt
Currency exchange rate contracts

Total

(2,299)
524
73
—
356 $ (3,234) $ 2,321 $

1,694
—

—
—
(706) $

—
—
(83) $

— N/A
— N/A
(2)

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 for fiscal years 2023, 2022, and 2021 were as follows:

(in millions)
Derivatives not designated as hedging instruments

Currency exchange rate contracts

Total return swaps

Total

Balance Sheet Presentation

(Gain) Loss Recognized in Income

Fiscal Year

2023

2022

2021

Location of (Gain) Loss in Income Statement

31 $

(54) $

247 Other operating (income) expense, net

(81) Other operating (income) expense, net

32 $

(53) $

166

The following tables summarize the balance sheet classification and fair value of derivative instruments included in the consolidated
balance sheets at April 28, 2023 and April 29, 2022. The fair value amounts are presented on a gross basis, and are segregated between
derivatives that are designated and qualify as hedging instruments and those that are not designated and do not qualify as hedging
instruments, and are further segregated by type of contract within those two categories.

(in millions)

Derivatives designated as hedging instruments

Fair Value - Assets

Fair Value - Liabilities

April 28,
2023

April 29,
2022

Balance Sheet
Classification

April 28,
2023

April 29,
2022

Balance Sheet Classification

Currency exchange rate contracts

318 $

481 Other current assets

109 $

43 Other accrued expenses

Currency exchange rate contracts
Total derivatives designated as hedging
instruments

168 Other assets

351

649

Derivatives not designated as hedging instruments

Currency exchange rate contracts

Total return swaps
Total derivatives not designated as hedging
instruments

—

46 Other current assets

— Other current assets

117

226

—

16 Other liabilities

49 Other accrued expenses

20 Other accrued expenses

Total derivatives

368 $

695

236 $

129

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

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

(in millions)

Level 1

Level 2

Total

April 28, 2023

April 29, 2022

Derivative Assets

Derivative
Liabilities

Derivative Assets

Derivative
Liabilities

368 $

—

368 $

236 $

—

236 $

695 $

—

695 $

109

129

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.

(in millions)
Derivative assets:

Currency exchange rate contracts

Derivative liabilities:

Currency exchange rate contracts

Total

(in millions)
Derivative assets:

Currency exchange rate contracts

Derivative liabilities:

Currency exchange rate contracts

Total return swaps

Total

Concentrations of Credit Risk

April 28, 2023

Gross Amount Not Offset on the
Balance Sheet

Gross Amount of
Recognized Assets
(Liabilities)

Financial
Instruments

Cash
Collateral
(Received)
Posted

Net Amount

368 $

(189) $

(11) $

168

(236)

132 $

189

—

— $

(11) $

(48)

121

April 29, 2022

Gross Amount Not Offset on the
Balance Sheet

Gross Amount of
Recognized Assets
(Liabilities)

Financial
Instruments

Cash
Collateral
(Received)
Posted

Net Amount

695 $

(109) $

(254) $

332

(109)

(20)

(129)

109

—

109

—

566 $

— $

(254) $

—

(20)

312

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of interest-
bearing investments, derivative contracts, and trade accounts receivable. Global concentrations of credit risk with respect to trade accounts
receivable are limited due to the large number of customers and their dispersion across many geographic areas. The Company monitors the
creditworthiness of its customers to which it grants credit terms in the normal course of business.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

The Company maintains cash and cash equivalents, investments, and certain other financial instruments (including currency exchange rate
and interest rate derivative contracts) with various major financial institutions. The Company performs periodic evaluations of the relative
credit standings of these financial institutions and limits the amount of credit exposure with any one institution. In addition, the Company
has collateral credit agreements with its primary derivatives counterparties. Under these agreements, either party is required to post eligible
collateral when the market value of transactions covered by the agreement exceeds specific thresholds, thus limiting credit exposure for both
parties. As of April 28, 2023 and April 29, 2022, the Company received net cash collateral of $11 million and $254 million, respectively,
from its counterparties. Cash collateral posted is recorded as a reduction in cash and cash equivalents, with the offset recorded as an
increase in other current assets in the consolidated balance sheets. Cash collateral received is recorded as an increase in cash and cash
equivalents with the offset recorded in other accrued expenses in the consolidated balance sheets.

8. Inventories

Inventory balances, net of reserves, were as follows:

(in millions)

Finished goods

Work-in-process

Raw materials

Total

April 28, 2023

April 29, 2022

3,440 $

3,070

789

1,063

682

864

5,293 $

4,616

9. Goodwill and Other Intangible Assets

Goodwill

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

(in millions)

April 30, 2021

Goodwill as a result of acquisitions

Purchase accounting adjustments

Currency translation and other

April 29, 2022

Goodwill as a result of acquisitions

Purchase accounting adjustments

Sale of RCS business
Currency translation and other

Cardiovascular Medical Surgical

Neuroscience

Diabetes

Total

7,209 $

21,195 $

11,300 $

2,257 $

41,961

—

(125)

(1,241)

(196)

—

(2)

(1)

7,160

726

(6)

—
(6)

19,957

11,132

2,254

—

(208)
(170)

615

—
(30)

—

—
1

(1,563)

40,502

1,340

(5)

(208)
(204)

April 28, 2023

7,873 $

19,579 $

11,718 $

2,255 $

41,425

As a result of the agreement with DaVita, as disclosed in Note 3, the Company allocated $208 million of goodwill to the RCS business that
met the criteria to be classified as held for sale during the first quarter of fiscal year 2023 and was subsequently sold on April 1, 2023. Upon
allocation, a goodwill impairment test was performed for the RCS business, and the Company recognized $61 million of goodwill
impairment charges during fiscal year 2023. The goodwill impairment charges are recognized in other operating (income) expense, net in
the consolidated statements of income. The Company did not recognize any goodwill impairment charges during fiscal years 2022 or 2021.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

Intangible Assets

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

(in millions)

Definite-lived:

Customer-related

Purchased technology and patents

Trademarks and tradenames

Other

Total

Indefinite-lived:

IPR&D

April 28, 2023

April 29, 2022

Gross Carrying
Amount

Accumulated
Amortization

Gross Carrying
Amount

Accumulated
Amortization

16,956 $

(7,979) $

16,953 $

11,659

(6,277)

10,802

486

116

(280)

(69)

473

(7,005)

(5,667)

(266)

(69)

29,217 $

(14,605) $

28,308 $

(13,006)

232 $

— $

293 $

—

The Company did not recognize any definite-lived intangible asset impairment charges during fiscal year 2023. During fiscal year 2022, the
Company recognized $409 million of definite-lived intangible asset impairment charges in connection with MCS within the Cardiovascular
Portfolio. The intangible asset impairment charge primarily related to purchased technology and patents. Refer to Note 4 Restructuring
Charges for additional information on what led to the impairment. During fiscal year 2021, the Company recognized $30 million of definite-
lived intangible asset impairment charges in connection with the abandonment of certain intangible assets within the Neuroscience segment.
Definite-lived intangible asset impairment charges are recognized in other operating (income) expense, net in the consolidated statements of
income.

Indefinite-lived intangible asset impairment charges were not significant for fiscal year 2023 or 2022. During fiscal year 2021, the Company
recognized $45 million of indefinite-lived intangible asset impairment charges related to the abandonment of certain IPR&D projects in the
Neuroscience segment. Indefinite-lived intangible asset impairment charges are recognized in other operating (income) expense, net in the
consolidated statements of income. 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 such 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.

Amortization Expense

Intangible asset amortization expense was $1.7 billion for fiscal years 2023 and 2022 and $1.8 billion for fiscal year 2021. Estimated
aggregate amortization expense by fiscal year based on the current carrying value and remaining estimated useful lives of definite-lived
intangible assets at April 28, 2023, excluding any possible future amortization associated with acquired IPR&D which has not met
technological feasibility, is as follows:

(in millions)

2024

2025

2026

2027

2028

Amortization
Expense

1,676

1,654

1,641

1,616

1,565

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

10. Property, Plant, and Equipment

Property, plant, and equipment balances and corresponding estimated useful lives were as follows:

(in millions)

Equipment

Computer software

Land and land improvements

Buildings and leasehold improvements

Construction in progress

Property, plant, and equipment

Less: Accumulated depreciation

Property, plant, and equipment, net

Estimated Useful Lives
(in years)

Generally 2-7, up to 15

Up to 5

Up to 20

Up to 40

—

April 28, 2023

April 29, 2022

6,707 $

2,952

162

2,487

1,754

14,062

(8,493)

5,569 $

6,489

2,617

170

2,351

1,737

13,365

(7,952)

5,413

Depreciation expense of $999 million, $974 million, and $919 million was recognized in fiscal years 2023, 2022, and 2021, respectively.

11. 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 28, 2023, 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 28, 2023, 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 28, 2023, 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 Company’s stock-based compensation
programs and to return capital to shareholders. During fiscal years 2023 and 2022, the Company repurchased approximately 6 million and
22 million shares, respectively, at an average price of $91.31 and $113.11, respectively.

In March 2019, the Company's Board of Directors authorized $6.0 billion for repurchase of the Company's ordinary shares. There is no
specific time-period associated with these repurchase authorizations. At April 28, 2023, the Company had used $3.6 billion of the $6.0
billion authorized under the repurchase program, leaving approximately $2.4 billion available for future repurchases. The Company
accounts for repurchases of ordinary shares using the par value method and shares repurchased are cancelled.

12. Stock Purchase and Award Plans

In fiscal year 2023, 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 28, 2023, there were approximately 108 million shares available for
future grants under the 2021 Plan.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

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
2023, 2022, and 2021:

(in millions)

Stock options

Restricted stock

Performance share units

Employee stock purchase plan

Total stock-based compensation expense

Cost of products sold

Research and development expense

Selling, general, and administrative expense

Total stock-based compensation expense

Income tax benefits

Total stock-based compensation expense, net of tax

2023

Fiscal Year

2022

2021

77 $

70 $

166

184

355 $

359 $

36 $

280

355

(60)

295 $

283

359

(62)

297 $

185

344

272

344

(59)

285

Stock Options Options are granted at the exercise price, which is equal to the closing price of the Company’s ordinary shares on the grant
date. The majority of the Company’s 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 value of stock options under the Black-Scholes model requires management to make assumptions regarding projected employee
stock option exercise behaviors, risk-free interest rates, volatility of the Company’s stock price, and expected dividends.

The following table provides the weighted average fair value of options granted to employees and the related assumptions used in the Black-
Scholes model:

Weighted average fair value of options granted

17.76

22.83

16.15

2023

Fiscal Year

2022

2021

Assumptions used:

Expected life (years)
Risk-free interest rate

Volatility
Dividend yield

The following table summarizes stock option activity during fiscal year 2023:

6.0
2.70 %

24.05 %
2.92 %

6.0
0.90 %

23.04 %
1.95 %

6.0
0.33 %

24.17 %
2.36 %

Outstanding at April 29, 2022

Granted

Exercised

Expired/Forfeited/Cancelled

Outstanding at April 28, 2023

Expected to vest at April 28, 2023

Exercisable at April 28, 2023

Options
(in thousands)

Wtd. Avg.
Exercise
Price

Wtd. Avg.
Remaining
Contractual
Term (in years)

Aggregate
Intrinsic Value
(in millions)

28,263 $

5,470

(1,513)

(1,354)

30,866

8,685

21,468

92.00

92.96

59.15

102.93

93.30

103.48

88.90

5.1 $

8.5

3.7

154

153

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

The following table summarizes the total cash received from the issuance of new shares upon stock option award exercises, the total
intrinsic value of options exercised, and the related tax benefit during fiscal years 2023, 2022, and 2021:

(in millions)

Cash proceeds from options exercised

Intrinsic value of options exercised

Tax benefit related to options exercised

2023

Fiscal Year

2022

2021

77 $

209 $

174

277

205

Unrecognized compensation expense related to outstanding stock options at April 28, 2023 was $92 million and is expected to be
recognized over a weighted average period of 2.4 years.

Restricted Stock Restricted stock units are expensed over the vesting period and are subject to forfeiture if employment terminates prior
to the lapse of the restrictions. The expense recognized for restricted stock units is equal to the grant date fair value, which is equal to the
closing stock price on the date of grant. Restricted stock units either have a four-year ratable vesting term or cliff vest after three years.
Restricted stock units are not considered issued or outstanding ordinary shares of the Company. Dividend equivalent units are accumulated
on restricted stock units during the vesting period.

The following table summarizes restricted stock activity during fiscal year 2023:

Nonvested at April 29, 2022

Granted

Vested

Forfeited/Cancelled

Nonvested at April 28, 2023

Units
(in thousands)

Wtd. Avg.
Grant
Price

5,370 $

2,862

(2,471)

(572)

5,189

108.92

91.83

103.75

105.33

102.34

The following table summarizes the weighted-average grant date fair value of restricted stock granted, total fair value of restricted stock
vested and related tax benefit during fiscal years 2023, 2022, and 2021:

(in millions, except per share data)

2023

Fiscal Year

2022

2021

Weighted-average grant-date fair value per restricted stock

91.83 $

127.47 $

99.48

Fair value of restricted stock vested
Tax benefit related to restricted stock vested

256
45

194
52

280
65

Unrecognized compensation expense related to restricted stock as of April 28, 2023 was $338 million and is expected to be recognized over
a weighted average period of 2.6 years.

Performance Share Units Beginning in fiscal year 2021, the Company granted performance share units to officers and key employees.
Performance share units typically cliff vest after three years. The awards include three metrics: relative total shareholder return (rTSR),
revenue growth, and return on investor capital (ROIC). rTSR is considered a market condition metric, and the expense is determined at the
grant date and will not be adjusted even if the market condition is not met. Revenue growth and ROIC are considered performance metrics,
and the expense is recorded over the performance period, which will be reassessed each reporting period based on the probability of
achieving the various performance conditions. The number of shares earned at the end of the three-year period will vary, based on only
actual performance, from 0% to 200% of the target number of performance share units granted. Performance share units are subject to
forfeiture if employment terminates prior to the lapse of the restrictions. Performance share units are not considered issued or outstanding
ordinary shares of the Company. Dividend equivalent units are accumulated on performance share units for each component of the award
during the vesting period.

The Company calculates the fair value of the performance share units for each component individually. The fair value of the rTSR metric
will be determined using the Monte Carlo valuation model. The fair value of the revenue growth and ROIC metrics are equal to the closing
stock price on the grant date.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

The following table summarizes performance share unit activity during fiscal year 2023:

Nonvested at April 29, 2022

Granted
Performance adjustments (1)
Forfeited/Cancelled

Nonvested at April 28, 2023

Units
(in thousands)

Wtd. Avg.
Grant
Price

1,581 $

1,204

(515)

(227)

2,043

138.95

98.17

129.58

124.53

119.88

(1) Performance adjustments are adjustments to grants where the performance period has ended and actual performance is known.

The following table summarizes the weighted-average grant date fair value of performance share units granted, total fair value of
performance share units vested and related tax benefit during fiscal year 2023, 2022, and 2021:

(in millions, except per share data)

2023

Fiscal Year

2022

2021

Weighted-average grant-date fair value per performance share units

98.17 $

149.16 $

129.04

Fair value of performance share units vested

Tax benefit related to performance share units vested

—

Unrecognized compensation expense related to performance share units as of April 28, 2023 was $84 million and is expected to be
recognized over a weighted average period of 1.8 years.

Employees Stock Purchase Plan The Medtronic plc Amended and Restated 2014 Employees Stock Purchase Plan allows participating
employees to purchase the Company's ordinary shares at a discount through payroll deductions. The expense recognized for shares
purchased under the Company’s ESPP is equal to the 15 percent discount the employee receives. Employees purchased 3 million shares at
an average price of $69.92 per share in fiscal year 2023. At April 28, 2023, approximately 4 million ordinary shares were available for
future purchase under the ESPP.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

13. Income Taxes

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:

(in millions)

U.S.

International

Income before income taxes

The income tax provision consists of the following:

(in millions)

Current tax expense:

U.S.

International

Total current tax expense

Deferred tax (benefit) expense:

U.S.

International

Net deferred tax benefit

Income tax provision

2023

Fiscal Year

2022

1,295 $

4,069

436 $

5,081

5,364 $

5,517 $

2021

(358)

4,253

3,895

2023

Fiscal Year

2022

2021

1,303 $

467 $

530

1,833

599

1,066

(336)

(253)

(402)

(209)

(611)

1,580 $

456 $

287

439

726

(625)

165

(461)

265

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

Tax assets (liabilities), shown before jurisdictional netting of deferred tax assets (liabilities), are comprised of the following:

(in millions)
Deferred tax assets:

Intangible assets

Net operating loss, capital loss, and credit carryforwards

Capitalization of research and development

Other accrued liabilities

Accrued compensation

Pension and post-retirement benefits

Stock-based compensation

Inventory

Lease obligations

Federal and state benefit on uncertain tax positions

Interest limitation

Unrealized gain on available-for-sale securities and derivative financial instruments

Other

Gross deferred tax assets

Valuation allowance
Total deferred tax assets

Deferred tax liabilities:

Intangible assets

Realized loss on derivative financial instruments

Right of use leases

Accumulated depreciation

Outside basis difference of subsidiaries

Other

Total deferred tax liabilities

Prepaid income taxes

Income tax receivables
Tax assets, net

Reported as (after valuation allowance and jurisdictional netting):
Other current assets

Tax assets

Deferred tax liabilities

Tax assets, net

April 28, 2023

April 29, 2022

2,259 $

10,803

2,334

5,982

971

458

312

141

135

150

377

277

597

483

332

146

386

—

374

16,067

(11,311)
4,756

10,998

(6,583)
4,415

(1,551)

(1,488)

(70)

(147)

(109)

(119)

(80)

(66)

(89)

(121)

(129)

(70)

(2,076)

(1,963)

480

494
3,654 $

885 $

3,477

(708)

3,654 $

474

358
3,284

765

3,403

(884)

3,284

No deferred taxes have been provided on the approximately $83.7 billion and $79.3 billion of undistributed earnings of the Company’s
subsidiaries at April 28, 2023 and April 29, 2022, respectively, since these earnings have been, and under current plans will continue to be,
permanently reinvested in these subsidiaries. Due to the number of legal entities and jurisdictions involved, the complexity of the legal
entity structure of the Company, and the complexity of the tax laws in the relevant jurisdictions, the Company believes it is not practicable
to estimate, within any reasonable range, the amount of additional taxes which may be payable upon distribution of these undistributed
earnings.

At April 28, 2023, the Company had approximately $43.4 billion of net operating loss carryforwards in certain non-U.S. jurisdictions, of
which $20.3 billion have no expiration, and the remaining $23.1 billion will expire during fiscal years 2024 through 2040. Included in these
net operating loss carryforwards are $16.2 billion of net operating losses generated in fiscal year 2008 as a result of the receipt of a
favorable tax ruling from certain non-U.S. taxing authorities; and $17 billion of net operating losses generated during fiscal year 2023 as a
result of an intercompany reorganization. The Company has recorded a full valuation allowance against these net operating losses, as

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

management does not believe that it is more likely than not that these net operating losses will be utilized. Certain of the remaining non-U.S.
net operating loss carryforwards of $10.2 billion have a valuation allowance recorded against the carryforwards, as management does not
believe that it is more likely than not that these net operating losses will be utilized.

At April 28, 2023, the Company had $545 million of U.S. federal net operating loss carryforwards, of which $359 million have no
expiration. The remaining loss carryforwards will expire during fiscal years 2024 through 2036. For U.S. state purposes, the Company had
$1.8 billion of net operating loss carryforwards at April 28, 2023, $207 million of which have no expiration. The remaining U.S. state loss
carryforwards will expire during fiscal years 2024 through 2043.

At April 28, 2023, the Company also had $347 million of tax credits available to reduce future income taxes payable, of which $146 million
have no expiration. The remaining credits will expire during fiscal years 2024 through 2042.

The Company has established valuation allowances of $11.3 billion and $6.6 billion at April 28, 2023 and April 29, 2022, respectively,
primarily related to the uncertainty of the utilization of certain deferred tax assets which are primarily comprised of tax loss and credit
carryforwards in various jurisdictions. The increase in the valuation allowance during fiscal year 2023 is primarily related to the generation
of certain net losses resulting from an intercompany reorganization. These valuation allowances would result in a reduction to the income
tax provision in the consolidated statements of income if they are ultimately not required.

The Company’s effective income tax rate varied from the U.S. federal statutory tax rate as follows:

U.S. federal statutory tax rate

Increase (decrease) in tax rate resulting from:

U.S. state taxes, net of federal tax benefit

Research and development credit

Puerto Rico excise tax

International

Stock based compensation
Interest on uncertain tax positions
Base erosion anti-abuse tax
Foreign derived intangible income benefit

Certain tax adjustments

Legal entity restructuring

U.S. tax on foreign earnings
Other, net

Effective tax rate

2023

Fiscal Year

2022

2021

21.0 %

0.1

(1.9)

(1.0)

(8.2)

0.2
0.7
—
(1.2)

17.0

—

2.5
0.3
29.5 %

0.2

(1.3)

(1.1)

(11.2)

(0.8)
0.5
0.9
(1.0)

(0.9)

—

2.2
(0.2)
8.3 %

(1.1)

(2.3)

(2.0)

(12.6)

(0.8)
0.9
0.5
(1.9)

(1.0)

1.8

3.4
0.9
6.8 %

During fiscal year 2023, the net cost from certain tax adjustments of $910 million, recognized in income tax provision in the consolidated
statement of income, included the following:

•

A net cost of $764 million associated with the August 18, 2022 U.S. Tax Court (Tax Court) Opinion on the previously disclosed
litigation regarding the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico for
fiscal years 2005 and 2006 (Opinion). While the Opinion rejected the IRS’s position and the Tax Court determined the
methodology advanced by Medtronic was appropriate for purposes of determining the intercompany royalty rate between Puerto
Rico and the U.S., it determined that the royalty rate should be higher, thereby increasing income allocated to the U.S. and
consequently subject to U.S. tax. This case relates only to fiscal years 2005 and 2006. The Opinion remains subject to appeal by
either or both parties. The Company has assumed the Tax Court findings will be applied for all years following fiscal year 2006.

A cost of $55 million related to the disallowance of certain interest deductions.

A cost of $30 million related to the change in reporting currency for certain carryover attributes.

A cost of $28 million associated with the amortization of the previously established deferred tax assets from intercompany
intellectual property transactions.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

•

A net cost of $33 million primarily associated with the sale of half of the Company’s RCS business.

During fiscal year 2022, the net benefit from certain tax adjustments of $50 million, recognized in income tax provision in the consolidated
statement of income, included the following:

•

A benefit of $82 million associated with a step up in tax basis for Swiss Cantonal purposes.

A benefit of $82 million related to a change in tax rates on intangible assets.

A cost of $47 million associated with the amortization of the previously established deferred tax assets from intercompany
intellectual property transactions.

A cost of $41 million associated with a change in the Company’s permanent reinvestment assertion on certain historical earnings.

A net cost of $26 million primarily associated with an intercompany sale of assets.

During fiscal year 2021, the net benefit from certain tax adjustments of $41 million, recognized in income tax provision in the consolidated
statement of income, included the following:

•

A net benefit of $106 million associated with the resolution of an audit at the IRS Appellate level for fiscal years 2012, 2013, and
2014. The issues resolved relate to the utilization of certain net operating losses and the allocation of income between Medtronic,
Inc. and its wholly owned subsidiary operating in Puerto Rico for businesses that are not the subject of the U.S. Tax Court Case for
fiscal years 2005 and 2006.

A net cost of $73 million related to a tax basis adjustment of previously established deferred tax assets from intercompany
intellectual property transactions. The cumulative amount of deferred tax benefit previously recognized from intercompany
intellectual property transactions and recorded as Certain Tax Adjustments is $1.5 billion. The corresponding deferred tax assets
will be amortized over a period of approximately 20 years.

A cost of $50 million associated with the amortization of the previously established deferred tax assets from intercompany
intellectual property transactions.

A net cost of $25 million associated with an internal restructuring and intercompany sale of assets.

A benefit of $83 million related to the capitalization of certain research and development costs for U.S. income tax purposes and
the establishment of a deferred tax asset at the U.S. federal statutory tax rate.

Currently, the Company’s operations in Puerto Rico, Singapore, Dominican Republic, Costa Rica, and China have various tax holidays and
tax incentive grants. The tax reductions as compared to the local statutory rate favorably impacted earnings by $115 million, $248 million,
and $301 million in fiscal years 2023, 2022, and 2021, respectively, and diluted earnings per share by $0.09, $0.18, and $0.22, in fiscal
years 2023, 2022, and 2021, respectively. The tax holidays are conditional upon the Company meeting certain thresholds required under
statutory law. The tax incentive grants, unless extended, will expire between fiscal years 2024 and 2035. The Company’s historical practice
has been to renew, extend, or obtain new tax incentive grants upon expiration of existing tax incentive grants. If the Company is not able to
renew, extend, or obtain new tax incentive grants, the expiration of existing tax incentive grants could have a material impact on the
Company’s financial results in future periods. The tax incentive grants which expired during fiscal year 2023 did not have a material impact
on the Company's consolidated financial statements.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

The Company had $2.7 billion, $1.7 billion, and $1.7 billion of gross unrecognized tax benefits at April 28, 2023, April 29, 2022, and
April 30, 2021, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits for fiscal years 2023, 2022,
and 2021 is as follows:

(in millions)

2023

Fiscal Year

2022

2021

Gross unrecognized tax benefits at beginning of fiscal year

1,661 $

1,668 $

1,862

Gross increases:

Prior year tax positions

Current year tax positions

Gross decreases:

Prior year tax positions

Settlements

Statute of limitation lapses

Gross unrecognized tax benefits at end of fiscal year

Cash advance paid to taxing authorities

980

(12)

(4)

(32)

2,682

(918)

Gross unrecognized tax benefits at end of fiscal year, net of cash advance

1,764 $

(29)

(8)

(11)

1,661

(859)

802 $

(106)

(216)

(21)

1,668

(859)

809

If all of the Company’s unrecognized tax benefits at April 28, 2023, April 29, 2022, and April 30, 2021 were recognized, $2.5 billion, $1.6
billion, and $1.6 billion would impact the Company’s effective tax rate, respectively. Although the Company believes that it has adequately
reserved for liabilities resulting from tax assessments by taxing authorities, positions taken by these tax authorities could have a material
impact on the Company’s effective tax rate in future periods. The Company has recorded gross unrecognized tax benefits, net of cash
advance, of $1.8 billion as a noncurrent liability. The Company estimates that within the next 12 months it is reasonably possible that its
uncertain tax positions, excluding interest, could decrease by as much as $10 million, net as a result of statute of limitation lapses.

The Company recognizes interest and penalties related to income tax matters in income tax provision in the consolidated statements of
income and records the liability in the current or noncurrent accrued income taxes in the consolidated balance sheets, as appropriate. The
Company had $61 million, $117 million, and $99 million of accrued gross interest and penalties at April 28, 2023, April 29, 2022, and
April 30, 2021, respectively. During fiscal years 2023, 2022, and 2021, the Company recognized gross interest income of $55 million,
expense of $17 million, and income of $44 million, respectively, in income tax provision in the consolidated statements of income.

The Company reserves for uncertain tax positions related to unresolved matters with the IRS and other taxing authorities. These reserves are
subject to a high degree of estimation and management judgment. Resolution of these significant unresolved matters, or positions taken by
the IRS or other tax authorities during future tax audits, could have a material impact on the Company’s financial results in future periods.
The Company continues to believe that its reserves for uncertain tax positions are appropriate and that it has meritorious defenses for its tax
filings and will vigorously defend them during the audit process, appellate process, and through litigation in courts, as necessary.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

The major tax jurisdictions where the Company conducts business which remain subject to examination are as follows:

Jurisdiction

United States - federal and state

Australia

Brazil

Canada

China

Costa Rica

Dominican Republic

France

Germany

India

Ireland

Israel

Italy

Japan

Korea

Luxembourg

Mexico

Puerto Rico

Singapore

Switzerland

United Kingdom

See Note 18 for additional information regarding the status of current tax audits and proceedings.

Earliest Year Open

2005

2018

2013

2015

2019

2020

2014

2002

2012

2010

2018

2019

2022

2018

2014

2018

2010

2019

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

14. 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.

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

(in millions, except per share data)
Numerator:

Net income attributable to ordinary shareholders
Denominator:

Basic – weighted average shares outstanding

Effect of dilutive securities:

Employee stock options

Employee restricted stock units

Employee performance share units

2023

Fiscal Year

2022

2021

3,758 $

5,039 $

3,606

1,329.8

1,342.4

1,344.9

1.5

1.0

0.5

6.6

1.6

0.8

6.6

2.1

0.5

Diluted – weighted average shares outstanding

1,332.8

1,351.4

1,354.0

Basic earnings per share

Diluted earnings per share

2.83 $

2.82 $

3.75 $

3.73 $

2.68

2.66

The calculation of weighted average diluted shares outstanding excludes options to purchase approximately 23 million, 5 million, and 4
million ordinary shares in fiscal year 2023, 2022, and 2021, respectively because their effect would have been anti-dilutive on the
Company’s earnings per share.

15. 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 $494 million, $459 million, and $668 million in fiscal years 2023, 2022, and 2021,
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 Company’s post-retirement benefits.

At April 28, 2023 and April 29, 2022, the funded status of the Company’s benefit plans was $103 million overfunded and $74 million
overfunded, respectively.

During fiscal years 2023 and 2021, the Company offered certain eligible U.S. employees voluntary early retirement packages, resulting in
charges of $94 million and $97 million, respectively, primarily related to U.S. pension benefits. The charges were recognized in
restructuring charges, net in the consolidated statements of income. See Note 4 for additional information on restructuring charges.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

Defined Benefit Pension Plans The change in benefit obligation and funded status of the Company’s U.S. and Non-U.S. pension benefits
are as follows:

(in millions)
Accumulated benefit obligation at end of year:

Change in projected benefit obligation:
Projected benefit obligation at beginning of year

Service cost
Interest cost
Employee contributions
Plan curtailments, settlements, and amendments
Actuarial (gain) loss(1)
Benefits paid
Special termination benefits(3)
Currency exchange rate changes and other

Projected benefit obligation at end of year

Change in plan assets:
Fair value of plan assets at beginning of year

Actual return on plan assets
Employer contributions
Employee contributions
Plan settlements
Benefits paid
Currency exchange rate changes and other

Fair value of plan assets at end of year

Funded status at end of year:

Fair value of plan assets
Benefit obligations
Over (under) funded status of the plans
Recognized asset (liability)

Amounts recognized on the consolidated
balance sheets consist of:

Non-current assets
Current liabilities
Non-current liabilities
Recognized asset (liability)

Amounts recognized in accumulated other
comprehensive loss:

Prior service cost (credit)
Net actuarial loss
Ending balance

U.S. Pension Benefits(2)

Non-U.S. Pension Benefits

Fiscal Year

2023

2022

2023

2022

3,348 $

3,396 $

1,422 $

1,638

3,526 $
77
142
—
(19)
(210)
(140)
74
—
3,451 $

3,559 $
(43)
22
—
—
(140)
—
3,398 $

3,398 $
3,451

(53)
(53) $

221 $
(24)
(250)
(53) $

(19) $
891
873 $

3,979 $
98
102
—
—
(513)
(141)
—
—
3,526 $

3,660 $
15
24
—
—
(141)
—
3,559 $

3,559 $
3,526
33
33 $

313 $
(21)
(259)
33 $

— $
854
854 $

1,740 $
43
38
9
(8)
(303)
(63)
—
43
1,499 $

1,732 $
(163)
57
9
(8)
(63)
50
1,614 $

1,614 $
1,499
115
115 $

350 $
(6)
(228)
115 $

(3) $
76
73 $

2,294
64
26
12
(11)
(394)
(48)
—
(203)
1,740

1,900
(12)
70
12
(1)
(48)
(188)
1,732

1,732
1,740
(8)
(8)

240
(6)
(242)
(8)

(4)
161
157

(1) Actuarial gains and losses result from changes in actuarial assumptions (such as changes in the discount rate and revised mortality rates). The actuarial

gain in fiscal year 2023 and 2022 was primarily related to increases in discount rates.

(2) As of April 24, 2020, the Company announced the freezing of the U.S. pension benefits beginning Plan year 2028. Employees will continue to earn
benefits as required by the Medtronic Retirement Plan until April 30, 2027, after which date benefits will no longer be earned and employees will earn
benefits through the Medtronic Savings and Investment Plan.

(3) This represents a portion of the total voluntary early retirement package charges for fiscal year 2023.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

In certain countries outside the U.S., fully funding pension plans is not a common practice, as funding provides no income tax benefit.
Consequently, certain pension plans were partially funded at April 28, 2023 and April 29, 2022. U.S. and non-U.S. pension plans with
accumulated benefit obligations in excess of plan assets consist of the following:

(in millions)

Accumulated benefit obligation

Projected benefit obligation

Plan assets at fair value

Fiscal Year

2023

2022

731 $

772

301

U.S. and non-U.S. pension plans with projected benefit obligations in excess of plan assets consist of the following:

(in millions)

Projected benefit obligation

Plan assets at fair value

Fiscal Year

2023

2022

1,285 $

776

The net periodic benefit cost of the plans includes the following components:

(in millions)

Service cost

Interest cost

Expected return on plan assets

Amortization of prior service cost

Amortization of net actuarial loss

Settlement and curtailment (gain) loss

Special termination benefits

Net periodic benefit cost

U.S. Pension Benefits

Non-U.S. Pension Benefits

2023

Fiscal Year

2022

2021

2023

Fiscal Year

2022

2021

77 $

98 $

106 $

43 $

64 $

142

(224)

102

(226)

109

(242)

—

(58)

(1)

—

(64)

(1)

(10)

—

89 $

39 $

116 $

26 $

37 $

830

880

356

907

379

(59)

(1)

—

The other changes in plan assets and projected benefit obligations recognized in other comprehensive income for fiscal year 2023 are as
follows:

U.S. Pension
Benefits

Non-U.S.
Pension
Benefits

58 $
(19)

—

(20)

—

(82)
—

(4)

(82)

(57)

(in millions)

Net actuarial loss (gain)
Prior service cost (credit)

Amortization of prior service credit

Amortization and settlement recognition of actuarial loss

Effect of exchange rates

Total recognized in other comprehensive income

Total recognized in net periodic benefit cost and other comprehensive income

108 $

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

The actuarial assumptions are as follows:

Critical assumptions – projected benefit obligation:

Discount rate

Rate of compensation increase

Critical assumptions – net periodic benefit cost:

Discount rate – benefit obligation

Discount rate – service cost

Discount rate – interest cost

Expected return on plan assets

Rate of compensation increase

U.S. Pension Benefits

Fiscal Year

Non-U.S. Pension Benefits

Fiscal Year

2023

2022

2021

2023

2022

2021

4.73% -
4.99%
3.90%

4.23% -
4.48%
4.12% -
4.51%
3.90% -
4.23%
5.30% -
7.20%

3.90%

4.23% -
4.48%
4.83%

2.80% -
3.46%
2.50% -
3.51%
2.08% -
2.87%
5.60% -
7.40%
3.90% -
4.83%

2.80% -
3.50%
4.83%

3.10% -
3.70%
2.60% -
3.90%
2.80% -
3.20%

1.30% -
10.70%
2.75%

0.60% -
25.40%
0.60% -
25.40%
0.60% -
25.40%

0.60% -
25.40%
2.70%

0.25% -
12.80%
0.24% -
12.80%
0.08% -
12.80%

0.30% -
13.30%
2.90%

0.30% -
13.90%
0.30% -
13.90%
0.30% -
13.90%

7.50%

3.48%

3.67%

3.78%

3.90%

2.70%

2.90%

2.91%

The Company utilizes a full yield curve approach methodology to estimate the service and interest cost components of net periodic pension
cost and net periodic post-retirement benefit cost for the Company’s pension and other post-retirement benefits. The full yield curve
approach applies specific spot rates along the yield curve to their underlying projected cash flows in estimation of the cost components. The
current yield curves represent high quality, long-term fixed income instruments.

The expected long-term rate of return on plan assets assumptions are determined using a building block approach, considering historical
averages and real returns of each asset class. In certain countries, where historical returns are not meaningful, consideration is given to local
market expectations of long-term returns.

Retirement Benefit Plan Investment Strategy The Company sponsors trusts that hold the assets for U.S. pension plans and other U.S.
post-retirement benefit plans, primarily retiree medical benefits. For investment purposes, the Medtronic U.S. pension and other U.S. post-
retirement benefit plans employ similar investment strategies with different asset allocation targets.

The Company has a Qualified Plan Committee (the Plan Committee) that sets investment guidelines for U.S. pension plans and other U.S.
post-retirement benefit plans with the assistance of external consultants. These guidelines are established based on market conditions, risk
tolerance, funding requirements, and expected benefit payments. The Plan Committee also oversees the investment allocation process,
selects the investment managers, and monitors asset performance. As pension liabilities are long-term in nature, the Company employs a
long-term total return approach to maximize the long-term rate of return on plan assets for a prudent level of risk. An annual analysis on the
risk versus the return of the investment portfolio is conducted to justify the expected long-term rate of return assumption.

The investment portfolios contain a diversified allocation of investment categories, including equities, fixed income securities, hedge funds,
and private equity. Securities are also diversified in terms of domestic and international, short- and long-term, growth and value styles, large
cap and small cap stocks, and active and passive management.

Outside the U.S., pension plan assets are typically managed by decentralized fiduciary committees. There is significant variation in policy
asset allocation from country to country. Local regulations, funding rules, and financial and tax considerations are part of the funding and
investment allocation process in each country. The weighted average target asset allocations at April 28, 2023 for the plans are 42% equity
securities, 34% debt securities, and 24% other.

The plans did not hold any investments in the Company’s ordinary shares at April 28, 2023 or April 29, 2022.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

The Company’s U.S. plans target asset allocations at April 28, 2023, compared to the U.S. plans actual asset allocations at April 28, 2023
and April 29, 2022 by asset category, are as follows:

U.S. Plans

Asset Category:

Equity securities

Debt securities

Other

Total

Target
Allocation

Actual Allocation

April 28, 2023

April 29, 2022

34 %

100 %

36 %

100 %

36 %

100 %

Strong performance on equity securities during the fiscal year resulted in asset allocations different than targets. Management expects to
move the allocations closer to target over the intermediate term.

Retirement Benefit Plan Asset Fair Values The following is a description of the valuation methodologies used for retirement benefit
plan assets measured at fair value:

Short-term investments: Valued at the closing price reported in the active markets in which the individual security is traded.

Mutual funds: Comprised of investments in equity and fixed income securities held in pooled investment vehicles. The valuations of mutual
funds are based on the respective net asset values which are determined by the fund daily at market close. The net asset values are calculated
based on the valuation of the underlying assets which are determined using observable inputs. The net asset values are publicly reported.

Equity commingled trusts: Comprised of investments in equity securities held in pooled investment vehicles. The valuations of equity
commingled trusts are based on the respective net asset values which are determined by the fund daily at market close. The net asset values
are calculated based on the valuation of the underlying assets which are determined using observable inputs. The net asset values are not
publicly reported, and funds are valued at the net asset value practical expedient.

Fixed income commingled trusts: Comprised of investments in fixed income securities held in pooled investment vehicles. The valuations of
fixed income commingled trusts are based on the respective net asset values which are determined by the fund daily at market close. The net
asset values are calculated based on the valuation of the underlying assets which are determined using observable inputs. The net asset
values are not publicly reported, and funds are valued at the net asset value practical expedient.

Partnership units: Valued based on the year-end net asset values of the underlying partnerships. The net asset values of the partnerships are
based on the fair values of the underlying investments of the partnerships. Quoted market prices are used to value the underlying
investments of the partnerships, where the partnerships consist of the investment pools which invest primarily in common stocks.
Partnership units include partnerships, private equity investments, and real estate investments. Partnerships primarily include long/short
equity and absolute return strategies. These investments may be redeemed monthly with notice periods ranging from 45 to 95 days. At
April 28, 2023, there are no funds in the process of liquidation. Private equity investments consist of common stock and debt instruments of
private companies. For private equity funds, the sum of the unfunded commitments at April 28, 2023 is $233 million, and the estimated
liquidation period of these funds is expected to be one to 15 years. Real estate investments consist of illiquid real estate holdings. These
investments have investment and liquidation periods expected to total 3 years to 10 years in aggregate. At April 28, 2023, there are no real
estate investments in the process of liquidation. Valuation procedures are utilized to arrive at fair value if a quoted market price is not
available for a partnership investment.

Registered investment companies: Valued at net asset values which are not publicly reported. The net asset values are calculated based on
the valuation of the underlying assets. The underlying assets are valued at the quoted market prices of shares held by the plan at year-end in
the active market on which the individual securities are traded.

Insurance contracts: Comprised of investments in collective (group) insurance contracts, consisting of individual insurance policies. The
policyholder is the employer, and each member is the owner/beneficiary of their individual insurance policy. These policies are a part of the
insurance company’s general portfolio and participate in the insurer’s profit-sharing policy on an excess yield basis.

The methods described above may produce fair values that may not be indicative of net realizable value or reflective of future fair values.
Furthermore, while the Company believes its valuation methodologies are appropriate and consistent with other market participants, the use
of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value
measurement at the reporting date.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

The following tables provide information by level for the retirement benefit plan assets that are measured at fair value, as defined by U.S.
GAAP. Certain investments for which the fair value is measured using the net asset value per share (or its equivalent) practical expedient
are not presented within the fair value hierarchy. The fair value amounts presented for these investments are intended to permit
reconciliation to the total fair value of plan assets at April 28, 2023 and April 29, 2022.

U.S. Pension Benefits

(in millions)

Short-term investments

Mutual funds

Equity commingled trusts

Fixed income commingled trusts

Partnership units

(in millions)

Short-term investments

Mutual funds

Equity commingled trusts

Fixed income commingled trusts

Partnership units

Fair Value at

April 28, 2023

Fair Value Measurements
Using Inputs Considered as

Level 1

Level 2

Level 3

Investments
Measured at Net
Asset Value

114 $

— $

114

1,211

968

992

114

—

992

—

1,211

968

—

3,398 $

227 $

— $

992 $

2,179

Fair Value at

April 29, 2022

Fair Value Measurements
Using Inputs Considered as

Level 1

Level 2

Level 3

Investments
Measured at Net
Asset Value

73 $

— $

125

1,281

1,069

1,011

125

—

1,011

3,559 $

197 $

— $

1,011 $

—

1,281

1,069

—

2,350

The following tables provide a reconciliation of the beginning and ending balances of U.S. pension benefit assets measured at fair value that
used significant unobservable inputs (Level 3):

(in millions)

April 30, 2021

Total realized gains, net

Total unrealized gains, net
Purchases and sales, net

April 29, 2022

Total realized gains, net

Total unrealized gains, net

Purchases and sales, net

April 28, 2023

Partnership
Units

860
28

72
51

1,011

151

(238)

992

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

Non-U.S. Pension Benefits

(in millions)

Registered investment companies

Insurance contracts

(in millions)

Registered investment companies

Insurance contracts

Fair Value at

April 28, 2023

1,571 $

1,614 $

Fair Value at

April 29, 2022

1,689 $

1,732 $

Fair Value Measurements
Using Inputs Considered as

Level 1

Level 2

Level 3

— $

—

— $

—

— $

Fair Value Measurements
Using Inputs Considered as

Level 1

Level 2

Level 3

— $

—

— $

—

— $

Investments
Measured at Net
Asset Value

— $

44 $

1,571

—

1,571

Investments
Measured at Net
Asset Value

— $

43 $

1,689

—

1,689

Non-U.S. pension benefit assets that are valued using significant unobservable inputs (Level 3) was $44 million and $43 million as of
April 28, 2023 and April 29, 2022, respectively. The decrease in the fair value of the assets was due to insurance contracts being sold.

There were no transfers into or out of Level 3 for both the U.S. and non-U.S. pension plans during the fiscal years ended April 28, 2023 and
April 29, 2022.

Retirement Benefit Plan Funding It is the Company’s policy to fund retirement costs within the limits of allowable tax deductions.
During fiscal year 2023, the Company made discretionary contributions of approximately $22 million to the U.S. pension plan.
Internationally, the Company contributed approximately $57 million for pension benefits during fiscal year 2023. The Company anticipates
that it will make contributions of $24 million and $43 million to its U.S. pension benefit plans and non-U.S. pension benefit plans,
respectively, in fiscal year 2024. Based on the guidelines under the U.S. Employee Retirement Income Security Act of 1974 and the various
guidelines which govern the plans outside the U.S., the majority of anticipated fiscal year 2024 contributions will be discretionary. The
Company believes that pension assets, returns on invested pension assets, and Company contributions will be able to meet its pension and
other post-retirement obligations in the future.

Retiree benefit payments, which reflect expected future service, are anticipated to be paid as follows:

(in millions)

Fiscal Year

2024
2025
2026

2027

2028

2029 – 2033

Gross Payments

U.S. Pension
Benefits

Non-U.S. Pension
Benefits

168 $
178
188

200

213

1,171

64
62
62

411

Post-retirement Benefit Plans The net periodic benefit cost associated with the Company’s post-retirement benefit plans was income of
$11 million, $20 million, and $6 million in fiscal years 2023, 2022, and 2021, respectively. The Company’s projected benefit obligation for
all post-retirement benefit plans was $261 million and $276 million at April 28, 2023 and April 29, 2022, respectively. The Company’s fair
value of plan assets for all post-retirement benefit plans was $302 million and $325 million at April 28, 2023 and April 29, 2022,
respectively. The post-retirement benefit plan assets at both April 28, 2023 and April 29, 2022 primarily comprised of equity and fixed
commingled trusts, consistent with the U.S. retirement benefit plan assets outlined in the fair value leveling tables above.

Defined Contribution Savings Plans The Company has defined contribution savings plans that cover substantially all U.S. employees
and certain non-U.S. employees. The general purpose of these plans is to provide additional financial security during retirement by
providing employees with an incentive to make regular savings. Company contributions to the plans are based on employee contributions
and Company performance. Expense recognized under these plans was $390 million, $403 million, and $495 million in fiscal years 2023,
2022, and 2021, respectively.

Table of Contents

Medtronic plc
Notes to Consolidated Financial Statements (Continued)

Effective May 1, 2005, the Company froze participation in the original defined benefit pension plan in the U.S. and implemented two new
plans: an additional defined benefit pension plan, the Personal Pension Account (PPA), and a new defined contribution plan, the Personal
Investment Account (PIA). Employees in the U.S. hired on or after May 1, 2005 but before January 1, 2016 had the option to participate in
either the PPA or the PIA. Participants in the PPA receive an annual allocation of their salary and bonus on which they will receive an
annual guaranteed rate of return, which is based on the ten-year Treasury bond rate. Participants in the PIA also receive an annual allocation
of their salary and bonus; however, they are allowed to determine how to invest their funds among identified fund alternatives. The cost
associated with the PPA is included in U.S. Pension Benefits in the tables presented earlier. The defined contribution cost associated with
the PIA was approximately $43 million, $48 million, and $50 million in fiscal years 2023, 2022, and 2021, respectively.

Effective January 1, 2016, the Company froze participation in the existing defined benefit (PPA) and contribution (PIA) pension plans in the
U.S. and implemented a new form of benefit under the existing defined contribution plan for legacy Covidien employees and employees in
the U.S. hired on or after January 1, 2016 or rehired after July 1, 2020. Participants in the Medtronic Core Contribution (MCC) also receive
an annual allocation of their salary and bonus and are allowed to determine how to invest their funds among identified fund alternatives. The
defined contribution cost associated with the MCC was approximately $93 million, $83 million, and $73 million and in fiscal years 2023,
2022, and 2021, respectively.

16. 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 Company’s leases typically do
not provide an implicit rate, the Company’s 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 lease 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 be exercised. The Company recognizes such leases in the consolidated
statements of income on a straight-line basis over the lease term. Additionally, the Company recognizes variable lease payments not
included in its lease liabilities in the period in which the obligation for those payments is incurred. Variable lease payments for fiscal year
2023, 2022, and 2021 were not material.

The Company's lease agreements include leases accounted for as operating leases and those accounted for as finance leases. The right-of-
use assets, lease liabilities, lease costs, cash flows, and lease maturities associated with the Company's finance leases were not material to
the consolidated financial statements at April 28, 2023 or April 29, 2022 or for fiscal year 2023, 2022 and 2021. Finance lease right-of-use
assets are included in property, plant, and equipment, net, and finance lease liabilities are included in current debt obligations and long-term
debt on the consolidated balance sheets.

The following table summarizes the balance sheet classification of the Company's operating leases and amounts of the right-of-use assets
and lease liabilities at April 28, 2023 and April 29, 2022:

(in millions)

Right-of-use assets

Current liability

Non-current liability

Balance Sheet Classification

April 28, 2023

April 29, 2022

Other assets

1,041 $

Other accrued expenses

Other liabilities

180

869

854

167

703

The following table summarizes the weighted-average remaining lease term and weighted-average discount rate for the Company's
operating leases at April 28, 2023, April 29, 2022, and April 30, 2021:

Weighted-average remaining lease term

Weighted-average discount rate

April 28, 2023

April 29, 2022

April 30, 2021

9.1 Years

7.3 Years

7.5 years

2.4%

2.0%

2.3%

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Medtronic plc
Notes to Consolidated Financial Statements (Continued)

The following table summarizes the components of total operating lease cost for fiscal year 2023, 2022, and 2021:

(in millions)

Operating lease cost

Short-term lease cost

Total operating lease cost

2023

Fiscal Year

2022

2021

211 $

273 $

195 $

260 $

216

251

The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right-of-use assets
obtained in exchange for operating lease liabilities for fiscal year 2023, 2022, and 2021:

(in millions)

Cash paid for amounts included in the measurement of operating lease liabilities

Right-of-use assets obtained in exchange for operating lease liabilities

2023

Fiscal Year

2022

2021

210 $

417

174 $

216

230

The following table summarizes the maturities of the Company's operating leases at April 28, 2023:

(in millions)
Fiscal Year

2024

2025

2026

2027

2028

Thereafter

Total expected lease payments

Less: Imputed interest

Total lease liability

Operating Leases

204

171

144

121

426

1,160

(111)

1,049

The Company makes certain products available to customers under lease arrangements, including arrangements whereby equipment is
placed with customers who then purchase consumable products to accompany the use of the equipment. Income arising from arrangements
where the Company is the lessor is recognized within net sales in the consolidated statements of income and the Company's net investments
in sales-type leases are included in other current assets and other assets in the consolidated balance sheets. Lessor income and the related
assets and lease maturities were not material to the consolidated financial statements at or for the fiscal year ended April 28, 2023 and
April 29, 2022.

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Medtronic plc
Notes to Consolidated Financial Statements (Continued)

17. Accumulated Other Comprehensive Loss

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

(in millions)
April 24, 2020

Other comprehensive income (loss)
before reclassifications
Reclassifications

Other comprehensive income (loss)
April 30, 2021

Other comprehensive income (loss)
before reclassifications
Reclassifications

Other comprehensive income (loss)
April 29, 2022

Other comprehensive income (loss)
before reclassifications

Reclassifications

Other comprehensive income (loss)

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) Income

— $

(2,210) $

236 $

(1,852) $

266 $

(3,560)

92
—

92
92

(304)
3

(301)
(209)

(78)

(49)

1,691
—

1,691
(519)

(2,080)
—

(2,080)
(2,599)

(240)

—

(240)

(1,694)
—

(1,694)
(1,458)

2,299
—

2,299
841

(596)

—

(596)

245 $

432
73

505
(1,347)

514
60

574
(773)

(541)
22

(519)
(253)

781
(54)

727
474

184

(565)

(381)

(741) $

93 $

(20)
95

75
(3,485)

1,210
9

1,219
(2,265)

(704)

(530)

(1,234)

(3,499)

April 28, 2023

(258) $

(2,839) $

The income tax on gains and losses on investment securities in other comprehensive income before reclassifications during fiscal years
2023, 2022, and 2021 was a benefit of $21 million, a benefit of $51 million, and an expense of $31 million, respectively. During fiscal years
2023, 2022, and 2021, realized gains and losses on investment securities reclassified from AOCI were reduced by income taxes of $9
million, $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 5 for additional information.

During fiscal years 2023, 2022, and 2021, the income tax on cumulative translation adjustment was a benefit of $5 million, a benefit of
$8 million, and an expense of $7 million, respectively.

During fiscal years 2023, 2022, and 2021, there were no tax impacts on net investment hedges. Refer to Note 7 for additional information.

The net change in retirement obligations in other comprehensive income includes amortization of net actuarial losses included in net
periodic benefit cost. The income tax on the net change in retirement obligations in other comprehensive income before reclassifications
during fiscal years 2023, 2022, and 2021 resulted in an expense of $6 million, $134 million, and $115 million, respectively. During fiscal
years 2023, 2022, and 2021, the gains and losses on defined benefit and pension items reclassified from AOCI were reduced by income
taxes of $9 million, $20 million, and $16 million, respectively. 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 15 for additional information.

The income tax on unrealized gains and losses on cash flow hedges in other comprehensive income before reclassifications during fiscal
years 2023, 2022, and 2021 was an expense of $56 million, an expense of $152 million, and a benefit of $87 million, respectively. Amounts
reclassified from AOCI related to cash flow hedges included income taxes of $133 million, $26 million, and $14 million for fiscal years
2023, 2022, and 2021, respectively. When realized, gains and losses on currency exchange rate contracts reclassified from AOCI are
recognized within other operating (income) expense, net or cost of products sold. Refer to Note 7 for additional information.

18. 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

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Medtronic plc
Notes to Consolidated Financial Statements (Continued)

ongoing. The Company’s standard practice is to cooperate with regulators and investigators in responding to inquiries. 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 damages, as well as other civil or criminal remedies (including injunctions barring the sale
of products that are the subject of the proceeding), that could require significant expenditures, result in lost revenues, or limit the Company's
ability to conduct business in the applicable jurisdictions.

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. During fiscal years 2023, 2022, and 2021, the Company recognized a net $30 million of certain litigation income and $95 million
and $188 million of certain litigation charges, respectively. At April 28, 2023 and April 29, 2022, accrued litigation was approximately
$0.3 billion. 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.

Intellectual Property Matters

At any given time, 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. While the outcome of these litigation matters is inherently uncertain, it is possible that the results of such litigation could require
the Company to pay significant monetary damages and/or royalty payments, and negatively impact the Company's ability to sell current or
future products, which could have a material adverse impact on the Company's business, results of operations, financial condition, and cash
flows.

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. The Company has strong arguments to appeal the verdict and is pursuing its appeal. The Company has not recognized an
expense in connection with this matter because it does not currently believe a loss is probable.

Product Liability Matters

Pelvic Mesh Litigation

The Company is currently involved in litigation in various state and federal courts against manufacturers of pelvic mesh products alleging
personal injuries resulting from the implantation of those products. Two subsidiaries of Covidien supplied pelvic mesh products to one of
the manufacturers, C.R. Bard (Bard), named in the litigation. The litigation includes a federal multi-district litigation in the U.S. District
Court for the Northern District of West Virginia and cases in various state courts and jurisdictions outside the U.S. Generally, complaints
allege design and manufacturing claims, failure to warn, breach of warranty, fraud, violations of state consumer protection laws and loss of
consortium claims. In fiscal year 2016, Bard paid the Company $121 million towards the settlement of 11,000 of these claims. In May 2017,
the agreement with Bard was amended to extend the terms to apply to up to an additional 5,000 claims. That agreement does not resolve the
dispute between the Company and Bard with respect to claims that do not settle, if any. As part of the agreement, the Company and Bard
agreed to dismiss without prejudice their pending litigation with respect to Bard’s obligation to defend and indemnify the Company. The
Company estimates law firms representing approximately 16,200 claimants have asserted or may assert claims involving products

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Medtronic plc
Notes to Consolidated Financial Statements (Continued)

manufactured by Covidien’s subsidiaries. As of June 7, 2023, the Company had reached agreements to settle approximately 15,900 of these
claims. The Company's accrued expenses for this matter are included within accrued litigation as discussed above.

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 June 7, 2023, the Company and certain of its subsidiaries
have been named as defendants in lawsuits filed on behalf of approximately 7,240 individual plaintiffs, and certain plaintiffs’ law firms
have advised the Company that they may file additional cases in the future. Approximately 6,284 plaintiffs have filed lawsuits in a
coordinated proceeding in Massachusetts state court, where they have been consolidated before a single judge. Approximately 476 plaintiffs
have filed lawsuits in a coordinated action in Minnesota state court, and there are approximately 445 actions coordinated in a federal
Multidistrict Litigation in the U.S. District Court for the District of Massachusetts. 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 May 30, 2023, 64 individual plaintiffs have filed lawsuits, and certain plaintiffs’ law firms have notified the Company
that they may file additional lawsuits in the future on behalf of thousands of additional claimants. Most of the filed suits are coordinated in
California state court. 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.

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.

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 March 2021, the parties notified the court that they had agreed on a settlement in
principle of all issues in this matter, and in September 2022 the parties filed a joint motion for final approval by the court. 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.

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 U.S. Tax Court (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. Oral argument for the Appeal occurred in March 2018. 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, which it concluded in June
2021. The Tax Court issued its opinion on August 18, 2022, and it remains subject to appeal by either or both parties. At this time, the
Company is evaluating whether to file an appeal.

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.

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Medtronic plc
Notes to Consolidated Financial Statements (Continued)

Medtronic, Inc.’s fiscal years 2017, 2018, and 2019 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 2019.

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 13 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.

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.

19. Segment and Geographic Information

There were no changes to the reportable segments during the fiscal year ended April 28, 2023. The Company's four principal operating and
reportable segments are as follows: Cardiovascular Portfolio, Medical Surgical Portfolio, Neuroscience Portfolio, and Diabetes Operating
Unit.

The Company's management has chosen to organize the entity based upon therapy solutions provided by each segment. The four principal
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 services from which the Cardiovascular Portfolio segment derives its revenues include products for the diagnosis,
treatment, and management of cardiac rhythm disorders and cardiovascular disease, as well as services to diagnose, treat, and manage heart
and vascular-related disorders and diseases.

The primary products and services from which the Medical Surgical Portfolio segment derives its revenues include those focused on
diseases of the respiratory system, gastrointestinal tract, lungs, pelvic region, kidneys, obesity, and other preventable complications.

The primary products and services from which the Neuroscience Portfolio segment derives its revenues include those focused on
neurostimulation therapies and drug delivery systems for the treatment of chronic pain, as well as various areas of the spine and brain, along
with pelvic health and conditions of the ear, nose, and throat.

The primary products from which the Diabetes Operating Unit segment derives its revenues include those focused on diabetes management,
including insulin pumps, continuous glucose monitoring systems and sensors, and smart insulin pens.

As of the beginning of fiscal year 2024, the Company realigned the operating segment structure as a result of changes in segment leadership
and how the Company makes operating decisions and assesses business performance. We continue to have four reportable segments:
Cardiovascular Portfolio, Medical Surgical Portfolio, Neuroscience Portfolio, and Diabetes Operating Unit; however, the transition
activities from the previously divested businesses in the Medical Surgical Portfolio segment are now in an all other reporting segment.

Segment disclosures are on a performance basis, consistent with internal management reporting. Net sales of the Company's segments
include end-customer revenues from the sale of products the segment develops, manufactures, and distributes. Refer to Note 2 for
discussion on net sales by segment. There are certain corporate and centralized expenses that are not allocated to the segments. The
Company's management evaluates the performance of the segments and allocates resources based on net sales and segment operating profit.
Segment operating profit represents income before income taxes, excluding interest income or expense, amortization of intangible assets,
centralized distribution costs, non-operating income or expense items, certain corporate charges, and other items not allocated to the
segments.

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Medtronic plc
Notes to Consolidated Financial Statements (Continued)

The accounting policies of the segments are the same as those described in Note 1. 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.

Segment Operating Profit

(in millions)

Cardiovascular

Medical Surgical

Neuroscience

Diabetes

Segment operating profit

Interest expense

Other non-operating income, net

Amortization of intangible assets

Corporate

Currency

Centralized distribution costs

Restructuring and associated costs

Acquisition-related items

Divestiture and separation-related items

Certain litigation charges, net

Impairment of abandoned intangible assets

MCS impairment / costs

IPR&D charges

Medical device regulations

Commitments to the Medtronic Foundation and Medtronic LABS

2023

Fiscal Year

2022

2021

4,435 $

4,512 $

2,856

3,617

378

11,286

(636)

515

(1,698)

(1,763)

465

(1,624)

(647)

(110)

(235)

—

(150)

(70)

3,572

3,765

583

12,432

(553)

318

(1,733)

(1,724)

(1,822)

(335)

—

(95)

—

(881)

(101)

(102)

—

3,850

3,021

3,162

598

10,632

(925)

336

(1,783)

(1,577)

(47)

(1,830)

(617)

—

(118)

(76)

—

(31)

(83)

—

Income before income taxes

5,364 $

5,517 $

3,895

Total Assets and Depreciation Expense

(in millions)

Cardiovascular

Medical Surgical

Neuroscience

Diabetes

Segments

Corporate

Total

Total Assets

Depreciation Expense

April 28, 2023

April 29, 2022

2023

2022

2021

16,051 $

14,490 $

212 $

214 $

36,248

18,346

3,930

74,575

16,373

36,940

16,917

3,797

72,144

18,837

202

267

761

238

200

265

746

228

90,948 $

90,981 $

999 $

974 $

212

195

236

696

223

919

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Medtronic plc
Notes to Consolidated Financial Statements (Continued)

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. Geographic property, plant, and equipment are attributed to the country based on the physical location of the assets.

The following table presents net sales for fiscal years 2023, 2022, and 2021, and property, plant, and equipment, net at April 28, 2023 and
April 29, 2022 for the Company's country of domicile, countries with significant concentrations, and all other countries:

(in millions)

Ireland

United States

Rest of world

Total other countries, excluding Ireland

2023

Net sales

2022

Property, plant, and equipment, net

2021

April 28, 2023

April 29, 2022

98 $

101 $

100 $

184 $

16,373

14,756

31,129

16,135

15,450

31,585

15,526

14,491

30,017

4,083

1,302

5,385

177

3,821

1,415

5,236

5,413

Total

31,227 $

31,686 $

30,117 $

5,569 $

No single customer represented over 10 percent of the Company’s consolidated net sales in fiscal years 2023, 2022, or 2021.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the
design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as
amended (the Exchange Act)) and changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures (as
defined in Rule 13a-15(e) of the Exchange Act) are effective.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company (as defined
in Exchange Act Rule 13a-15(f)). Management conducted an evaluation of the effectiveness of internal control over financial reporting
based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Based on this evaluation, management concluded that the Company’s internal control over financial
reporting was effective as of April 28, 2023. The effectiveness of the Company's internal control over financial reporting as of April 28,
2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is
included in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

During the quarter ended April 28, 2023, there were no changes in our internal control over financial reporting (as defined in Rules
13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company's internal control
over financial reporting.

Item 9B. Other Information

As reported in our Quarterly Reports on Form 10-Q for the second and third quarters of fiscal year 2023, Medtronic has engaged in certain
activities that it is required to disclose pursuant to Section 13(r)(1)(D)(ii) of the Securities Exchange Act of 1934, as amended. In particular,
during the second and third quarters of fiscal year 2023, Medtronic engaged in certain regulatory activities involving Russia’s Federal
Security Service (“FSB”) related to its medical devices that were expressly authorized by the U.S. Government under applicable economic
sanctions regulations.

During the second and third quarters of fiscal year 2023, in the normal course of business and consistent with the OFAC authorizations as in
effect at the time, Medtronic Russia filed a total of four notifications with the FSB, as required under local Russian law for the import of
medical devices that make use of encryption functionality. These activities did not directly result in any revenues or profits for Medtronic.
Medtronic did not engage in these activities during the first and fourth quarters of fiscal year 2023. To the extent that notifications with the
FSB remain permissible under U.S. law, Medtronic may decide to continue engaging in such activities for the limited purposes of
complying with local law requirements in Russia.

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PART III

Part III of this Annual Report on Form 10-K incorporates information by reference from the Company's 2023 definitive proxy statement,
which will be filed no later than 120 days after April 28, 2023.

Item 10. Directors, Executive Officers, and Corporate Governance

The sections entitled “Proposal 1 — Election of Directors — Directors and Nominees,” “Corporate Governance — Committees of the
Board and Meetings,” and “Share Ownership Information — Delinquent Section 16(a) Report” in the Company's Proxy Statement for our
2023 Annual General Meeting of Shareholders, which will be filed no later than 120 days after April 28, 2023, are incorporated herein by
reference.

Set forth below are the names and ages of our Executive Officers of Medtronic, as well as information regarding their positions with
Medtronic, their periods of service in these capacities, and their business experiences. There are no family relationships among any of the
officers named, nor is there any arrangement or understanding pursuant to which any person was selected as an officer.

The following table shows the name, age, and position as of April 28, 2023 of each of our Executive Officers:

Name

Geoffrey S. Martha

Ivan K. Fong

Robert ten Hoedt

Karen L. Parkhill
Sean Salmon

Gregory L. Smith

Brett Wall

Robert J. White

Age

Position with the Company

57
58

Chairman and Chief Executive Officer

Executive Vice President, General Counsel and Corporate Secretary of the Company

Executive Vice President and President, Global Regions

Executive Vice President and Chief Financial Officer

Executive Vice President and President, Cardiovascular Portfolio

Executive Vice President, Global Operations and Supply Chain

Executive Vice President and President, Neuroscience Portfolio

Executive Vice President and President, Medical Surgical Portfolio

Geoffrey S. Martha, age 53, is Chairman of the Board of Directors and Chief Executive Officer of Medtronic. Mr. Martha assumed the role
of CEO on April 27, 2020 and became Chairman of the Board on December 11, 2020. Prior to his role as Chairman and CEO, he served as
President of Medtronic from November 2019 through April 2020 and joined the Board of Directors in November 2019. Previously, Mr.
Martha served as Executive Vice President and President, Restorative Therapies Group, a role he held since August 2015. Mr. Martha
previously served as Senior Vice President of Strategy and Business Development of the Company beginning in January 2015 and of
Medtronic, Inc. beginning in August 2011. Prior to that, he served as Managing Director of Business Development at GE Healthcare from
April 2007 to July 2011; General Manager for GE Capital Technology Finance Services from November 2003 to March 2007; Senior Vice
President, Business Development for GE Capital Vendor Financial Services from February 2002 to October 2003; General Manager for GE
Capital Colonial Pacific Leasing from February 2001 to January 2002; and Vice President, Business Development for Potomac Federal, the
GE Capital federal financing investment bank from May 1998 to January 2001.

Ivan K. Fong, age 61, has been Executive Vice President, General Counsel and Corporate Secretary of the Company since February 2022.
Prior to that, he held several leadership positions at 3M Company from 2012 to 2022, including Executive Vice President, Chief Legal and
Policy Officer and Secretary. Prior to joining 3M Company, Mr. Fong served as General Counsel of the U.S. Department of Homeland
Security from 2009 to 2012. Prior to his role with the U.S. Government, he was Chief Legal Officer and Secretary for Cardinal Health, Inc
from 2005 to 2009. Mr. Fong currently serves on the Board of Cboe Global Markets.

Robert ten Hoedt, age 62, is Executive Vice President and President of the Global Regions. He previously served as Executive Vice
President and President, EMEA Region of the Company since January 2015 and of Medtronic, Inc. since May 2014, as well as President,
APAC Region since March 2022. Prior to that, he was Senior Vice President and President, EMEA and Canada from 2009 to 2014; Vice
President CardioVascular Europe and Central Asia from 2006 to 2009; Vice President and General Manager, Vitatron from 1999 to 2006;
Gastro-Uro leader from 1994 to 1999; and Marketing Manager, Neurological from 1991 to 1994.

Karen L. Parkhill, age 57, joined the Company as Executive Vice President and Chief Financial Officer in June 2016. From 2011 to 2016,
Ms. Parkhill served as Vice Chairman and Chief Financial Officer of Comerica Incorporated. Ms. Parkhill was a member of Comerica’s
Management Executive Committee and the Comerica Bank Board of Directors. Prior to joining Comerica, Ms. Parkhill worked for J.P.
Morgan Chase & Co. in various capacities from 1992 to 2011, including serving as Chief Financial Officer of the Commercial Banking
business from 2007 to 2011. Ms. Parkhill is also a current member of the Board of Directors for American Express.

Sean Salmon, age 58, has been Executive Vice President and President of Medtronic's Cardiovascular Portfolio since January 2021. Mr.
Salmon previously served as Executive Vice President and President of the Diabetes Operating Unit (previously known as Diabetes Group)
from October 2019 to May 2022. Prior to that, he served as Senior Vice President and President of Coronary and Structural Heart Business

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within the Cardiac and Vascular Group of the Company beginning in July 2014. Mr. Salmon is a seasoned leader who has been with
Medtronic since 2004 and spent the past 16 years in increasingly senior levels of management. Prior to joining Medtronic, Mr. Salmon
worked at CR Bard and Johnson & Johnson.

Gregory Smith, age 59, is Executive Vice President, Global Operations and Supply Chain, a position he has held since April 2021. Prior to
joining Medtronic, he was Executive Vice President of U.S. Supply Chain at Walmart. In addition, Mr. Smith served as Senior Vice
President, Global Operations at The Goodyear Tire & Rubber Company, and held leadership roles at ConAgra Foods, United Signature
Foods, VDK Frozen Foods and Quaker Oats.

Brett Wall, age 58, is Executive Vice President and President of Medtronic’s Neuroscience Portfolio. Mr. Wall previously served as Senior
Vice President and President of the Brain Therapies division of Medtronic within the Restorative Therapies Group from March 2016 to
November 2019. Prior to that, Mr. Wall served as SVP and President of Medtronic’s Neurovascular business. Prior to joining Medtronic, he
served as Covidien’s SVP and President of Neurovascular as well as Senior Vice President and President of the International Vascular
Therapies business for Covidien. Mr. Wall also served as Senior Vice President and President, International at ev3, Inc. From 2000 to 2008,
Brett held various marketing and sales positions with ev3, Inc. and Micro Therapeutics, Inc. Mr. Wall has also worked at Boston Scientific
as Director of Marketing, Cardiovascular, Asia Pacifica and Marketing Manager, Japan, from September 1995 to September 2000.

Robert J. White, age 60, is Executive Vice President and President, Medical Surgical Portfolio. Since 2017, Mr. White has served as
Executive Vice President and Group President of the Minimally Invasive Therapies Group of Medtronic. Prior to that, he was Senior Vice
President and President, Asia Pacific from January 2015 to December 2017. He had served as President, Emerging Markets, President,
Respiratory and Monitoring Solutions and Vice President and General Manager of Patient Monitoring at Covidien. He also held various
leadership positions at GE Healthcare and IBM. Mr. White is also a current member of the Board of Directors of Smith & Nephew plc.

Item 11. Executive Compensation

The sections entitled “Corporate Governance — Director Compensation,” “Corporate Governance — Committees of the Board and
Meetings,” “Compensation Discussion and Analysis,” and “Executive Compensation” in Medtronic's Proxy Statement for the Company's
2023 Annual General Meeting of Shareholders, which will be filed no later than 120 days after April 28, 2023, are incorporated herein by
reference. The section entitled “Compensation Committee Report” in Medtronic's Proxy Statement for the Company's 2023 Annual General
Meeting of Shareholders, which will be filed no later than 120 days after April 28, 2023, is furnished herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The sections entitled “Share Ownership Information – Significant Shareholders,” “Share Ownership Information – Beneficial Ownership of
Management,” and “Executive Compensation — Equity Compensation Plan Information” in Medtronic's Proxy Statement for the
Company's 2023 Annual General Meeting of Shareholders, which will be filed no later than 120 days after April 28, 2023, are incorporated
herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The sections entitled “Corporate Governance — Director Independence” and “Corporate Governance — Related Party Transactions and
Other Matters” in Medtronic's Proxy Statement for the Company's 2023 Annual General Meeting of Shareholders, which will be filed no
later than 120 days after April 28, 2023, are incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

The sections entitled “Corporate Governance — Committees of the Board and Meetings” and “Audit and Non-Audit Fees” in Medtronic's
Proxy Statement for the Company's 2023 Annual General Meeting of Shareholders, which will be filed no later than 120 days after April 28,
2023, are incorporated herein by reference.

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Item 15. Exhibits and Financial Statement Schedules

(a)

1. Financial Statement Schedule

PART IV

Schedule II. Valuation and Qualifying Accounts — years ended April 28, 2023, April 29, 2022, and April 30, 2021.

MEDTRONIC PLC AND SUBSIDIARIES
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
(in millions)

Balance at
Beginning of
Fiscal Year

Charges to
Income

Charges to Other
Accounts

Other Changes
(Debit) Credit

Balance
at End of
Fiscal Year

Additions

Deductions

Allowance for doubtful accounts:

Fiscal year ended April 28, 2023

Fiscal year ended April 29, 2022

Fiscal year ended April 30, 2021

Inventory reserve:

Fiscal year ended April 28, 2023
Fiscal year ended April 29, 2022
Fiscal year ended April 30, 2021

Deferred tax valuation allowance:

230

241

208

628
629
544

128

271
156
483

—

—
—
—

(127) (a) $

(69) (a)

(95) (a)

(231) (b) $
(157) (b)
(398) (b)

176

230

241

669
628
629

Fiscal year ended April 28, 2023

6,583

4,779

39 (c) $

(63) (d) $

11,311

Fiscal year ended April 29, 2022

Fiscal year ended April 30, 2021

5,822

5,482

884

342

1 (e)

(19) (e)

(27) (f)

(103) (d)

6,583

170 (e)

(172) (d)

5,822

(a) Primarily consists of uncollectible accounts written off, less recoveries.
(b) Primarily reflects utilization of the inventory reserve.
(c) Reflects the impact from acquisitions.
(d) Primarily reflects carryover attribute utilization and expiration.
(e) Primarily reflects the effects of currency fluctuations.
(f) Primarily reflects the impacts from tax rate changes.

All other schedules are omitted because they are not applicable or the required information is shown in the financial
statements or notes thereto.

2. Exhibits

Exhibit No.
3.1

3.2

4.1

Description
Certificate of Incorporation of Medtronic plc (incorporated by reference to Exhibit 3.1 to Medtronic plc’s Current
Report on Form 8-K, filed on January 27, 2015, File No. 001-36820).

Amended and Restated Memorandum and Articles of Association of Medtronic plc (incorporated by reference to
Exhibit 3.2 to Medtronic plc’s Registration Statement on Form S-3, filed on February 6, 2017, File No.
333-215895).

Form of Indenture between Medtronic, Inc. and Wells Fargo Bank, National Association regarding 2009 offering
(incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Registration Statement on Form S-3, filed on March
9, 2009, File No. 333-157777).

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Table of Contents

4.2

4.3

4.4

4.5

4.6

4.7

4.8

4.9

4.10

4.11

4.12

4.13

4.14

4.15

First Supplemental Indenture, dated March 12, 2009, between Medtronic, Inc. and Wells Fargo Bank, National
Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s
Current Report on Form 8-K, filed on March 12, 2009, File No. 001-07707).

Second Supplemental Indenture, dated March 16, 2010, between Medtronic, Inc. and Wells Fargo Bank, National
Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s
Current Report on Form 8-K, filed on March 16, 2010, File No. 001-07707).

Third Supplemental Indenture, dated March 15, 2011, between Medtronic, Inc. and Wells Fargo Bank, National
Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s
Current report on Form 8-K, filed on March 16, 2011, File No. 001-07707).

Fourth Supplemental Indenture, dated March 19, 2012, between Medtronic, Inc. and Wells Fargo Bank, National
Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.2 to Medtronic, Inc.’s
Current Report on Form 8-K, filed on March 20, 2012, File No. 001-07707).

Fifth Supplemental Indenture, dated March 26, 2013, between Medtronic, Inc. and Wells Fargo Bank, National
Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s
Current Report on Form 8-K, filed on March 26, 2013, File No. 001-07707).

Sixth Supplemental Indenture, dated February 27, 2014, between Medtronic, Inc. and Wells Fargo Bank, National
Association (including the Form of Global Note thereof) (incorporated by reference to Exhibit 4.2 to Medtronic,
Inc.’s Current Report on Form 8-K, filed on February 27, 2014, File No. 001-07707).

Seventh Supplemental Indenture, dated as of January 26, 2015, by and among Medtronic plc, Medtronic, Inc.,
Medtronic Global Holdings S.C.A. and Wells Fargo Bank, National Association (incorporated by reference to
Exhibit 4.2 to Medtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, File No. 001-36820).

Indenture, dated December 10, 2014, between Medtronic, Inc. and Wells Fargo Bank, National Association
(incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Current Report on Form 8-K filed with the
Commission on December 10, 2014, File No. 001-07707).

First Supplemental Indenture, dated December 10, 2014, between Medtronic, Inc. and Wells Fargo Bank,
National Association (including Form of Floating Rate Senior Notes due 2020, Form of 1.500% Senior Notes due
2018, Form of 2.500% Senior Notes due 2020, Form of 3.150% Senior Notes due 2022, Form of 3.500% Senior
Notes due 2025, Form of 4.375% Senior Notes due 2035 and Form of 4.625% Senior Notes due 2045)
(incorporated by reference to Exhibit 4.2 of Medtronic, Inc.’s Current Report on Form 8-K filed with the
Commission on December 10, 2014, File No. 001-07707).

Second Supplemental Indenture, dated as of January 26, 2015, by and among Medtronic plc and Wells Fargo
Bank, National Association (incorporated by reference to Exhibit 4.3 to Medtronic plc’s Current Report on Form
8-K12B, filed on January 27, 2015, File No. 001-36820).

Third Supplemental Indenture, dated as of January 26, 2015, by and among Medtronic Global Holdings S.C.A.
and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.4 to Medtronic plc’s Current
Report on Form 8-K12B, filed on January 27, 2015, File No. 001-36820).

Indenture, dated as of October 22, 2007, by and among Covidien International Finance S.A., Covidien Ltd. and
Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1(a) to Covidien plc’s Current
Report on Form 8-K filed on October 22, 2007, File No. 001-33259).

Fourth Supplemental Indenture, dated as of October 22, 2007, by and among Covidien International Finance S.A.,
Covidien Ltd. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1(e) to
Covidien plc’s Current Report on Form 8-K filed on October 22, 2007, File No. 001-33259).

Fifth Supplemental Indenture, dated as of June 4, 2009, by and among Covidien International Finance S.A.,
Covidien Ltd., Covidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit
4.1 to Covidien plc’s Current Report on Form 8-K12G3 filed on June 5, 2009, File No. 001-33259).

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4.16

4.17

4.18

4.19

4.20

4.21

4.22

4.23

4.24

#4.25

10.1

10.2

10.3

Sixth Supplemental Indenture, dated as of June 28, 2010, among Covidien International Finance S.A., Covidien
Ltd., Covidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to
Covidien plc’s Current Report on Form 8-K filed on June 28, 2010, File No. 001-33259).

Seventh Supplemental Indenture, dated as of May 30, 2012, among Covidien International Finance S.A., Covidien
Ltd., Covidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to
Covidien plc’s Current Report on Form 8-K filed on May 30, 2012, File No. 001-33259).

Eighth Supplemental Indenture, dated as of May 16, 2013, among Covidien International Finance S.A., Covidien
Ltd., Covidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to
Covidien plc’s Current Report on Form 8-K filed on May 16, 2013, File No. 001-33259).

Ninth Supplemental Indenture, dated as of January 26, 2015, by and among Medtronic plc, Medtronic Global
Holdings S.C.A., Covidien public limited company, Covidien International Finance S.A., Covidien Ltd. and
Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.5 to Medtronic plc’s Current
Report on Form 8-K12B, filed on January 27, 2015, File No. 001-36820).

Senior Indenture, dated as of March 28, 2017, by and among Medtronic plc, Medtronic Global Holdings S.C.A.,
Medtronic, Inc., and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 4.1 to Medtronic plc’s Current
Report on Form 8-K, filed on March 28, 2017, File No. 001-36820).

First Supplemental Indenture, dated as of March 28, 2017, by and among Medtronic plc, Medtronic Global
Holdings S.C.A., Medtronic, Inc., and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 4.2 to
Medtronic plc’s Current Report on Form 8-K, filed on March 28, 2017, File No. 001-36820).

Second Supplemental Indenture, dated as of March 7, 2019, by and among Medtronic plc, Medtronic Global
Holdings S.C.A., Medtronic, Inc., Wells Fargo Bank, N.A., and Elavon Financial Services DAC, UK Branch
(incorporated by reference to Exhibit 4.1 to Medtronic plc’s Current Report on Form 8-K, filed on March 7, 2019,
File No. 001-36820).

Third Supplemental Indenture, dated as of July 2, 2019, among Medtronic Global Holdings S.C.A., Medtronic,
Inc. and Medtronic plc, Wells Fargo Bank, N.A., as trustee, and Elavon Financial Services DAC (incorporated by
reference to Exhibit 4.1 to Medtronic plc' Current Report on Form 8-K, filed July 2, 2019, File No. 001-36820).

Fourth Supplemental Indenture, dated as of September 29, 2020, among Medtronic Global Holdings S.C.A.,
Medtronic, Inc. and Medtronic plc, Wells Fargo Bank, N.A., as trustee, and Elavon Financial Services DAC, as
paying agent (including the forms of the 2023 Notes, the 2025 Notes, the 2028 Notes, the 2032 Notes, the 2040
Notes and the 2050 Notes) (incorporated by reference to Exhibit 4.1 to Medtronic plc' Current Report on Form 8-
K, filed September 29, 2020, File No. 001-36820).

Description of Registrant's Securities.

Amended and Restated Credit Agreement, dated as of December 12, 2018, by and among Medtronic Global
Holdings, SCA, certain subsidiaries named therein, Medtronic, Inc., Medtronic PLC, the lenders from time to time
party thereto, and Bank of America, N.A. as Administration Agent (incorporated by reference to Exhibit 10.1 to
Medtronic plc’s Current Report on Form 8-K, filed on December 13, 2018, File No. 001-36820).

Amendment No. 1 and Extension Agreement to the Amended and Restated Credit Agreement, dated as of
December 12, 2019, among Medtronic Global Holdings S.C.A., Medtronic, Inc., Medtronic PLC, the Lenders
party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to
Medtronic plc’s Current Report on Form 10-Q, filed on February 28, 2020, File No. 001-36820).

Term Loan Agreement, dated as of May 12, 2020, among Medtronic Global Holdings S.C.A., Medtronic, Inc.,
Medtronic PLC, the Lenders party thereto and Mizuho Bank, LTD., as Administrative Agent (incorporated by
reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K, filed on May 12, 2020, File No.
001-36820).

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10.4

10.5

*10.6

*10.7

*10.8

*10.9

Form of Deed of Indemnification (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on
Form 8-K12B, filed on January 27, 2015, File No. 001-36820).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to Medtronic plc’s Current Report
on Form 8-K12B, filed on January 27, 2015, File No. 001-36820).

Change of Control Severance Plan - Section 16B Officers (as amended and restated as of January 26, 2015)
(incorporated by reference to Exhibit 10.14 to Medtronic plc’s Current Report on Form 8-K, filed on January 27,
2015, File No. 001-36820).

Letter Agreement by and between Medtronic, Inc. and Carol Surface dated August 22, 2013 (incorporated by
reference to Exhibit 10.44 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 25, 2014,
filed on June 20, 2014, File No. 001-07707).

Letter Agreement by and between Medtronic, Inc. and Bradley E. Lerman dated May 2, 2014 (incorporated by
reference to Exhibit 10.4 of Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2014,
filed on August 29, 2014, File No. 001-07707).

Letter Agreement by and between Medtronic, Inc. and Karen Parkhill dated May 2, 2016 (incorporated by
reference to Exhibit 10.1 to Medtronic, plc’s Current Report on Form 8-K, filed on May 4, 2016, File No.
001-36820).

*10.10

Office of Chairman and Chief Executive Officer Letter Agreement (incorporated by reference to Exhibit 10.1 to
Medtronic plc’s Quarterly Report on Form 10-Q, filed on December 3, 2019, File No. 001-36820).

*10.11

*10.12

*10.13

*10.14

*10.15

*10.16

*10.17

*10.18

*10.19

*10.20

*10.21

Form of Offer Letter Amendment (incorporated by reference to Exhibit 10.25 to Medtronic plc’s Quarterly Report
on Form 10-Q for the quarter ended January 23, 2015, filed on February 27, 2015, File No. 001-36820).

1998 Outside Director Stock Compensation Plan (as amended and restated effective as of January 1, 2008)
(incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended January 25, 2008, filed on, filed on March 4, 2008, File No. 001-07707).

Amendment to the 1998 Outside Director Stock Compensation Plan (incorporated by reference to Exhibit 10.2 to
Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No. 001-36820).

2003 Long-Term Incentive Plan (as amended and restated effective January 1, 2008) (incorporated by reference to
Exhibit 10.4 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2008, filed on
March 4, 2008, File No. 001-07707).

Amendment to the 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Medtronic plc’s
Current Report on Form 8-K, filed on January 27, 2015, File No. 001-36820).

Form of Restricted Stock Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to
Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2005, filed on
March 7, 2005, File No. 001-07707).

Form of Non-Qualified Stock Option Agreement under 2003 Long-Term Incentive Plan (four year vesting)
(incorporated by reference to Exhibit 10.1 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended January 28, 2005, filed on March 7, 2005, File No. 001-07707).

Form of Non-Qualified Stock Option Agreement under 2003 Long-Term Incentive Plan (immediate vesting)
(incorporated by reference to Exhibit 10.2 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended January 28, 2005, filed on March 7, 2005, File No. 001-07707).

Form of Restricted Stock Units Award Agreement under 2003 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.20 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 29, 2005,
filed on June 29, 2005, File No. 001-07707).

Form of Performance Share Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference
to Exhibit 10.21 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 29, 2005, filed on
June 29, 2005, File No. 001-07707).

Form of Non-Qualified Stock Option Agreement under 2003 Long-Term Incentive Plan effective June 22, 2006
(incorporated by reference to Exhibit 10.23 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended
April 28, 2006, filed on June 28, 2006, File No. 001-07707).

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*10.22

*10.23

*10.24

*10.25

*10.26

*10.27

*10.28

*10.29

*10.30

*10.31

*10.32

*10.33

*10.34

*10.35

*10.36

*10.37

*10.38

*10.39

Form of Restricted Stock Award Agreement under 2003 Long-Term Incentive Plan effective June 22, 2006
(incorporated by reference to Exhibit 10.24 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended
April 28, 2006, filed on June 28, 2006, File No. 001-07707).

Form of Restricted Stock Unit Award Agreement under 2003 Long-Term Incentive Plan effective June 22, 2006
(incorporated by reference to Exhibit 10.25 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended
April 28, 2006, filed on June 28, 2006, File No. 001-07707).

Form of Performance Award Agreement under 2003 Long-Term Incentive Plan effective June 22, 2006
(incorporated by reference to Exhibit 10.26 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended
April 28, 2006, filed on June 28, 2006, File No. 001-07707).

Form of Restricted Stock Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to
Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 26, 2007, filed on
December 4, 2007, File No. 001-07707).

Form of Restricted Stock Unit Award Agreement under 2003 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.4 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 26,
2007, filed on December 4, 2007, File No. 001-07707).

Form of Non-Qualified Stock Option Agreement under 2003 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.39 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 25, 2008,
filed on June 24, 2008, File No. 001-07707).

Form of Restricted Stock Unit Award Agreement under 2003 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.40 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 25, 2008,
filed on June 24, 2008, File No. 001-07707).

Form of Restricted Stock Unit Award Agreement under 2003 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.41 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 25, 2008,
filed on June 24, 2008, File No. 001-07707).

Israeli Amendment to the 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to
Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2008, filed on March 4, 2008,
File No. 001-07707).

2008 Stock Award and Incentive Plan (as amended and restated effective August 27, 2009) (incorporated by
reference to Exhibit 10.2 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 30,
2009, filed on December 9, 2009, File No. 001-07707).

Amendment to the 2008 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.4 to Medtronic
plc’s Current Report on Form 8-K, filed on January 27, 2015, File No. 001-36820).

Form of Restricted Stock Unit Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by
reference to Exhibit 10.2 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2008,
filed on September 3, 2008, File No. 001-07707).

Form of Restricted Stock Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by
reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2008,
filed on September 3, 2008, File No. 001-07707).

Form of Restricted Stock Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by
reference to Exhibit 10.4 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2008,
filed on September 3, 2008, File No. 001-07707).

Form of Restricted Stock Unit Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by
reference to Exhibit 10.5 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2008,
filed on September 3, 2008, File No. 001-07707).

Form of Non-Qualified Stock Option Agreement under 2008 Stock Award and Incentive Plan (incorporated by
reference to Exhibit 10.6 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2008,
filed on September 3, 2008, File No. 001-07707).

Terms of Non-Employee Director Compensation under 2008 Stock Award and Incentive Plan (incorporated by
reference to Exhibit 10.42 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 27, 2012,
filed on June 26, 2012, File No. 001-07707).

Form of Non-Employee Director Initial Option Agreement under 2008 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.1 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended October 24, 2008, filed on December 3, 2008, File No. 001-07707).

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*10.40

*10.41

*10.42

*10.43

*10.44

*10.45

*10.46

*10.47

*10.48

*10.49

*10.50

*10.51

*10.52

*10.53

*10.54

*10.55

*10.56

Form of Non-Employee Director Annual Option Agreement under 2008 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.2 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended October 24, 2008, filed on December 3, 2008, File No. 001-07707).

Form of Non-Employee Director Deferred Unit Award Agreement under 2008 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended October 24, 2008, filed on December 3, 2008, File No. 001-07707).

Form of Non-Employee Restricted Stock Unit Award Agreement under Amended and Restated 2013 Stock
Award and Incentive Plan (incorporated by reference to Exhibit 10.65 to Medtronic plc’s Annual Report on Form
10-K for the year ended April 24, 2015, filed on June 23, 2015, File No. 001-36820).

Israeli Amendment to the Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by
reference to Exhibit 10.10 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No.
001-36820).

Form of Restricted Stock Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.1 to Medtronic plc's Quarterly Report on Form 10-K for the quarter
ended July 28, 2017, filed on September 1, 2017, File No. 001-36820).

Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan (as amended and restated generally
effective December 8, 2017) (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on
Form 8-K, filed on December 12, 2017, File No. 001-36820).

Form of Non-qualified Stock Option Agreement Amended and Restated 2013 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.50 to Medtronic plc’s Annual Report on Form 10-K, filed June 22, 2018,
File No. 001-36820).

Form of Restricted Stock Unit Award Agreement Amended and Restated 2013 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.51 to Medtronic plc’s Annual Report on Form 10-K, filed June 22, 2018,
File No. 001-36820).

Form of Restricted Stock Award Agreement Amended and Restated 2013 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.52 to Medtronic plc’s Annual Report on Form 10-K, filed June 22, 2018,
File No. 001-36820)

Form of Long Term Performance Award Agreement under Amended and Restated 2013 Stock Award and
Incentive Plan (incorporated by reference to Exhibit 10.53 to Medtronic plc’s Annual Report on Form 10-K, filed
June 22, 2018, File No. 001-36820).

Form of Non-Qualified Stock Option Agreement under Amended and Restated 2013 Stock Award and Incentive
Plan (incorporated by reference to Exhibit 10.31 to Medtronic plc’s Quarterly Report on Form 10-Q for the
quarter ended January 23, 2015, filed on February 27, 2015, File No. 001-36820).

Form of Performance Share Unit Award Agreement under Amended and Restated 2013 Stock Award and
Incentive Plan (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Quarterly Report on Form 10-Q for
the quarter ended October 30, 2020, filed on December 3, 2020, File No. 001-36820).

Form of Non-Employee Director Deferred Unit Award Agreement under the 2008 Stock Award and Incentive
Plan (incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the
quarter ended October 24, 2008, filed on December 3, 2008, File No. 001-07707).

Form of Non-Qualified Stock Option Agreement under 2013 Stock Award and Incentive Plan (incorporated by
reference to Exhibit 10.2 to Medtronic, Inc.’s Current Report on Form 8-K, filed on August 27, 2013, File No.
001-07707).

Form of Restricted Stock Unit Award Agreement (U.S. Employees) under 2013 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Current Report on Form 8-K, filed on August 27,
2013, File No. 001-07707).

Form of Restricted Stock Unit Award Agreement (Non-U.S. Employees) under 2013 Stock Award and Incentive
Plan (incorporated by reference to Exhibit 10.4 to Medtronic, Inc.’s Current Report on Form 8-K, filed on August
27, 2013, File No. 001-07707).

Form of Restricted Stock Unit Award Agreement (Time-Based) under 2013 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.5 to Medtronic, Inc.’s Current Report on Form 8-K, filed on August 27,
2013, File No. 001-07707).

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*10.57

*10.58

*10.59

*10.60

*10.61

*10.62

*10.63

*10.64

*10.65

*10.66

*10.67

*10.68

*10.69

*10.70

*10.71

*10.72

Form of Restricted Stock Unit Award Agreement (Israeli-Employees) under 2013 Stock Award and Incentive
Plan (incorporated by reference to Exhibit 10.8 to Medtronic, Inc.’s Current Report on Form 8-K, filed on August
27, 2013, File No. 001-07707).

Form of Non-Qualified Stock Option Agreement under Amended and Restated 2013 Stock Award and Incentive
Plan (incorporated by reference to Exhibit 10.48 to Medtronic plc’s Quarterly Report on Form 10-Q for the
quarter ended January 23, 2015, filed on February 27, 2015, File No. 001-36820).

Form of Restricted Stock Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive
Plan (incorporated by reference to Exhibit 10.49 to Medtronic plc’s Quarterly Report on Form 10-Q for the
quarter ended January 23, 2015, filed on February 27, 2015, File No. 001-36820).

Form of Restricted Stock Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive
Plan (incorporated by reference to Exhibit 10.50 to Medtronic plc’s Quarterly Report on Form 10-Q for the
quarter ended January 23, 2015, filed on February 27, 2015, File No. 001-36820).

Form of Restricted Stock Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive
Plan (incorporated by reference to Exhibit 10.51 to Medtronic plc’s Quarterly Report on Form 10-Q for the
quarter ended January 23, 2015, filed on February 27, 2015, File No. 001-36820).

Form of Stock Option Agreement under Amended and Restated 2013 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.53 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter
ended January 23, 2015, filed on February 27, 2015, File No. 001-36820).

Form of Restricted Stock Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive
Plan (incorporated by reference to Exhibit 10.54 to Medtronic plc’s Quarterly Report on Form 10-Q for the
quarter ended January 23, 2015, filed on February 27, 2015, File No. 001-36820).

Form of Restricted Stock Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.69 to Medtronic plc’s Annual Report on Form 10-K for the year ended
April 24, 2020, filed on June 19, 2020, File No. 001-36820).

Form of Non-Qualified Stock Option Agreement under Amended and Restated 2013 Stock Award and Incentive
Plan (incorporated by reference to Exhibit 10.70 to Medtronic plc’s Annual Report on Form 10-K for the year
ended April 24, 2020, filed on June 19, 2020, File No. 001-36820).

Medtronic plc 2014 Amended and Restated Employees Stock Purchase Plan (incorporated by reference to Exhibit
10.8 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No. 001-36820).

Medtronic plc Incentive Plan (as amended and restated effective January 26, 2015) (incorporated by reference to
Exhibit 10.11 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No. 001-36820).

Medtronic plc Supplemental Executive Retirement Plan (as restated generally effective January 26, 2015)
(incorporated by reference to Exhibit 10.15 to Medtronic plc’s Current Report on Form 8-K, filed on January 27,
2015, File No. 001-36820).

Medtronic Non-Qualified Retirement Plan Supplemental (restated November 6, 2020, and formerly known as the
Supplemental Executive Retirement Plan) (incorporated by reference to Exhibit 10.3 to Medtronic plc’s Quarterly
Report on Form 10-Q for the quarter ended October 30, 2020, filed on December 3, 2020, File No. 001-36820).

Medtronic plc Savings and Investment Plan (as amended and restated generally effective January 26, 2015)
(incorporated by reference to Exhibit 4.22 to Medtronic plc’s Registration Statement on Form S-8 filed on January
28, 2015, File No. 333-201737).

Medtronic plc Puerto Rico Employees’ Savings and Investment Plan (as amended and restated generally effective
January 26, 2015) (incorporated by reference to Exhibit 4.23 to Medtronic plc’s Registration Statement on Form
S-8 filed on January 28, 2015, File No. 333-201737).

Medtronic plc Capital Accumulation Plan Deferral Program (as amended and restated generally effective January
26, 2015) (incorporated by reference to Exhibit 10.13 to Medtronic plc’s Current Report on Form 8-K, filed on
January 27, 2015, File No. 001-36820).

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*10.75

10.76

*10.77

*10.78

*10.79

*10.80

*10.81

*10.82

10.83

10.84

#10.85

Capital Accumulation Plan Deferral Program (as amended and restated generally effective January 1, 2017)
(incorporated by reference to Exhibit 10.1 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter
ended October 28, 2016, filed on December 5, 2016, File No. 001-36820).

Amended and Restated Covidien Supplemental Savings and Retirement Plan (restated November 6, 2020)
(incorporated by reference to Exhibit 10.2 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter
ended October 30, 2020, filed on December 3, 2020, File No. 001-36820).

Medtronic Capital Accumulation Plan Deferral Program (restated November 6, 2020) (incorporated by reference
to Exhibit 10.4 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2020, filed
on December 3, 2020, File No. 001-36820).

Amendment No. 3 and Extension Agreement to the Amended and Restated Credit Agreement, dated as of
December 13, 2021, by and among Medtronic Global Holdings S.C.A., certain subsidiaries of Medtronic plc from
time to time party thereto, Medtronic, Inc., Medtronic plc, the lenders from time to time party thereto and Bank of
America N.A., as administrative agent. (incorporated by reference to Exhibit 10.01 to Medtronic plc’s Current
Report on Form 8-K, filed on December 14, 2021, File No. 001-36820).

Medtronic Capital Accumulation Plan Deferral Program (as restated generally effective January 1, 2017)
(Conformed through the Amendment generally effective as of January 1, 2022) (incorporated by reference to
Exhibit 10.1 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on
March 3, 2022, File No. 001-36820).

2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Medtronic plc’s
Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No.
001-36820).

Performance Share Unit Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to
Exhibit 10.3 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on
March 3, 2022, File No. 001-36820).

Non-Qualified Stock Option Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by
reference to Exhibit 10.4 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28,
2022, filed on March 3, 2022, File No. 001-36820).

Restricted Stock Unit Award Agreement for awards vesting 100% on the third anniversary of the grant date -
2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.5 to Medtronic plc’s
Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No.
001-36820).

Restricted Stock Unit Award Agreement for awards vesting ratably on the first, second, third, and fourth
anniversary of the grant date - 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to
Exhibit 10.6 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on
March 3, 2022, File No. 001-36820).

Amendment No. 4 and Extension Agreement to the Amended and Restated Credit Agreement dated as of
December 12, 2022.

Annex I to Amendment No. 4 and Extension Agreement to the Amended and Restated Credit Agreement dated as
of December 12, 2022.

Amendment No. 2 and Extension Agreement to the Amended and Restated Credit Agreement dated as of
December 12, 2020

#10.86

Medtronic Nonqualified Retirement Plan Supplement dated as of April 28, 2023

#21

#22

#23

#24

#31.1

#31.2

#32.1

#32.2

List of Subsidiaries of Medtronic plc.

List of Senior Notes, Issuers and Guarantors.

Consent of Independent Registered Public Accounting Firm.

Power of Attorney.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

#101.SCH

XBRL Taxonomy Extension Schema Document

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#101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

#101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

#101.LAB

XBRL Taxonomy Extension Label Linkbase Document

#101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

#104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Exhibits that are management contracts or compensatory plans or arrangements.

#Filed herewith

Item 16. Form 10-K Summary

Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. The Company has not elected to
include such summary information.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

Dated: June 22, 2023

Medtronic plc

By:

/s/ Geoffrey S. Martha
Geoffrey S. Martha
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

Dated: June 22, 2023

Medtronic plc

By:

/s/ Geoffrey S. Martha
Geoffrey S. Martha
Chairman and Chief Executive Officer
(Principal Executive Officer)

/s/ Karen L. Parkhill
Karen L. Parkhill
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ Jennifer M. Kirk
Jennifer M. Kirk
Senior Vice President, Global Controller and Chief
Accounting Officer
(Principal Accounting Officer)

Directors

Richard H. Anderson*
Craig Arnold*
Scott C. Donnelly*
Lidia Fonseca*
Andrea J. Goldsmith, Ph.D.*
Randall J. Hogan*
Kevin E. Lofton*
Geoffrey S. Martha
Elizabeth G. Nabel, M.D.*
Denise M. O’Leary*
Kendall J. Powell*

*Ivan K. Fong, by signing his name hereto, does hereby sign this document on behalf of each of the above named directors of the registrant
pursuant to powers of attorney duly executed by such persons.

Dated: June 22, 2023

By:

/s/ Ivan K. Fong
Ivan K. Fong

117