Annual: Fiscal Year 2022

Annual
Report
Fiscal Year 2022
2022 LETTER TO SHAREHOLDERS
Geoff Martha
Chairman & CEO
Oct. 10, 2022
Dear Shareholders,
For decades, the Medtronic Mission has been carried out by tens of thousands of employees around the world. Alleviating
pain, restoring health, and extending life remains our core purpose, and despite FY22 headwinds, our people remained
resolute in their commitment to our enduring Mission.
Our origin story is one of collaboration between an engineer and a physician, and our 95,000+ employees continue to
embody the innovative spirit of our founders. I would be remiss if I didn’t begin with heartfelt thanks for their tireless work on
behalf of our partners, customers, and patients.
The Medtronic Board of Directors and Executive Committee are actively engaged in strategic oversight, including tracking
our progress against long-term goals, and they deserve special thanks for their guidance, focus, and support as we move
forward.
A YEAR OF PURPOSEFUL PROGRESS, DESPITE UNCERTAINTIES

FY22 has been a year of uncertainties, with inflation, global supply chain challenges, a potential recession, and continued
ripple effects from the pandemic impacting the global economy.
But our business – the business of delivering life-saving healthcare technology – is vitally important in good times and in bad.
As the growing and aging human population increases, technology becomes even more important in addressing healthcare
needs. And each year, advancements in materials and data science – many of which are shaped by legions of Medtronic
technical experts and scientists – truly transform what technology can do for healthcare.
Our place at the nexus of healthcare and technology – coupled with our depth of expertise, diversified businesses, robust
pipeline, strong balance sheet, and, most importantly, our visionary Mission – means we are well-positioned to achieve our
ambition of being the global healthcare technology leader.
REFLECTING ON A DYNAMIC YEAR

The Mission guided us through another tumultuous year, keeping us focused on our continued transformation and helping
us better serve the needs of our customers and patients.
Coming into FY22, we were feeling optimistic – the height of the pandemic seemed to be behind us, vaccines were on the
rise, hospital volume and elective surgeries were growing, and it felt like the world would soon return to ‘normal.’ But it
turned out to be a tough year, with COVID variants and healthcare worker shortages impacting procedure volumes, pipeline
setbacks, and supply chain challenges.
FY22 revenue of $31.7 billion increased 5% as reported and organic, which excludes the $75 million negative impact of
foreign currency translation. Non-GAAP net income and diluted EPS were $7.5 billion and $5.55, respectively, both increases
of 26%. FY22 cash flow from operations of $7.3 billion increased 18%, and free cash flow of $6 billion increased 22%,
representing strong free cash flow conversion of 80 percent.
Providing solid returns to our shareholders is critical, and we returned $5.5 billion in FY22 through our dividends and net
share repurchase. Medtronic is an S&P Dividend Aristocrat, having increased our dividend for 45 years now – an important
component of the total value we generate. This past year we paid $3.4 billion in dividends, and we’re supplementing
through opportunistic share repurchase, particularly in periods where we see price dislocation. In fact, we repurchased over
$2.5 billion of our stock in FY22.
ACCELERATING GROWTH WITH A ROBUST PIPELINE

Despite the adversity we faced, we made solid progress, and we are making significant changes to how we do business to
ensure sustainable, forward movement in FY23 and beyond.
i
Changes to our Operating Model increased our competitive outlook, as evidenced by a record number of product
approvals – some of which came faster than expected this year. More than 230 clinical trials were conducted, and we
received more than 200 regulatory approvals in the U.S., Europe, Japan, and China. The most robust product pipeline in our
history has been fed by decades of creativity, passion, and collaboration from our global teams.
Progress on major future growth drivers

To make progress toward becoming the global healthcare technology leader, we must continually innovate and reinvest in
our pipeline to be more competitive across more therapies.
A vast opportunity to transform the patient experience in heart valve surgery is in front of us, due to significant developments
in our transcatheter valve replacement business. We’re launching and developing aortic valve products to continue
leading in this important market, and we are seeing forward momentum in mitral valve replacement clinical studies which
represent a coming revolution for our Structural Heart business.
In Cardiac Ablation Solutions, we’ve emerged as a technology leader, continually re-engineering how ablation procedures
are done. We’ve strengthened our competitive position in this critically important medtech market, building a
comprehensive suite of products and solutions to equip clinicians with all the tools they need to optimize atrial fibrillation
care.
Regulatory approvals and the limited market release of the HugoTM Robotic-Assisted Surgery System continued, with
positive feedback from surgeons across indications and geographies. Supply chain and manufacturing speed bumps
impacted production, but we’re addressing the issues and scaling manufacturing. While we were disappointed in the
revenue push-out for this important program, we’re optimizing the customer experience by integrating instruments, and
remain confident we are poised to drive growth and meaningfully expand the soft-tissue robotics market for years to come.
We are pleased with feedback and continued international market adoption of our MiniMedTM 780G insulin pump and
Guardian 4TM sensor. We’ve made substantial progress in meeting our observation and warning letter commitments and
continue to regularly communicate with the FDA. The strong reception of these diabetes products in international markets
reinforce our optimism for the impact they will have on our business when they are made available in the U.S.
We continue to systematically build supporting evidence for our renal denervation procedure to treat hypertension.
Though we couldn’t end our SPYRAL HTN ON-MED pilot study early, data were published and presented at key conferences
showing those receiving RDN spent significantly more time in target blood pressure range, adding to our robust body of
evidence. Based on the clinical data presented to date, we anticipate that demand will be high across a large global market,
and we continue to be optimistic about this opportunity — one that we expect to lead.
Doubling down on data and AI

Our commitment to digitization, data and AI remains strong. Due to continued investments to develop and support data-
enabled products and services, we’ve started to see returns from our focus in this space. Just three of our AI-enabled
technologies that made a difference in FY22 include:
䡲 LINQ II™ insertable cardiac monitor (ICM) with AccuRhythmTM AI, designed to continually learn and improve diagnostics
for abnormal heart rhythms.
䡲 GI GeniusTM Intelligent endoscopy module, the first device that uses real-time AI to assist clinicians in detecting lesions,
such as polyps or suspected tumors, during a colonoscopy.
䡲 UniDTM Adaptive Spine Intelligence (ASI) makes spine surgery more predictable and repeatable, powered by predictive
modeling and sophisticated algorithms that measure and digitally reconstruct a patient’s spine to its optimal profile,
enabling clinicians to deliver more predictable outcomes.
Now is the time to harness the power of 5G, edge computing, AI and machine learning and create personalized, closed loop
care for patients. We created a cross-functional Enterprise Data Strategy program, led by members of our Executive
Committee, to enhance the patient and customer experience that will drive growth and create new revenue sources. We’ll
continue investing in global digital innovation programs to further accelerate our growth.
INVESTING IN THE FUTURE

Medtronic is first and foremost a technology company, and we focused heavily on improving the pace of innovation this
year. To supplement our organic product pipeline and portfolio that will drive higher topline growth and create value, we
announced $2.1 billion on mergers and acquisitions in FY22.
We’re methodically building care ecosystems that will significantly improve patient outcomes, while also driving value and
deepening relationships with our customers. Affera, one of the four acquisitions announced in FY22 (closed in August 2022)
ii
is a strong example – our Cardiac Ablation Solutions (CAS) pipeline now includes differentiated mapping and navigation
capabilities. We’ve assembled a number of technologies to build our leadership in CAS, including acquiring Acutus
Medical’s left-heart access portfolio, which includes essential technology needed for the estimated 800,000 transseptal
crossings performed annually during electrophysiology (EP) and structural heart procedures.
Continuing investments in R&D

Our balance sheet remains strong, and we continue to allocate our capital to investments that we expect will generate solid
future growth and shareholder returns. Organic investment in R&D was $2.7 billion in FY22 – an all-time high in our history.
We’re investing heavily in programs especially targeted for faster growing medtech markets, or where we have an
opportunity to create new markets. The investments we’re making will play a key role in accelerating our top-line growth.
Fostering technical expertise and training

Investing in innovation and training centers helps us lay the foundation needed to fully leverage our size and breadth as we
stoke our growth engine. Medtronic Technology Development Centers (TDCs) serve the entire enterprise in highly
specialized areas of technical expertise, including implantable biopolymers, battery technology, and implantable AI
miniaturization platforms.
Additionally, to support technological development and clinical training at a regional level, we’re investing in Medtronic
Innovation Centers around the world. One such center in Chengdu, China, which was completed in June 2021, offers clinical
training in minimally invasive surgery, cardiovascular health, renal care, spine, orthopedics, and neurosurgery.
Accelerating patient access and equity

In the past year, Medtronic therapies improved the lives of more than 76 million people – that’s more than 2 people every
second – yet many communities around the world still lack access to essential healthcare. We use data and technology to
address this global crisis of health inequity, streamlining detection, diagnosis, and treatment to fill the gap between the
number of people who need care and the number of practitioners who can provide it. This democratizes healthcare and
enables healthcare workers to reach more patients with a more personalized approach, while increasing accessibility around
the world. In FY22, we dedicated more than $69 million to healthcare capacity training, reaching 350,000+ global medical
professionals delivering quality care in their communities.
Medtronic LABS is an independent, Medtronic-funded nonprofit organization that uses technology to accelerate healthcare
access for underserved communities around the world. With a focus on noncommunicable diseases like hypertension and
diabetes, LABS combines digital technology, field operations, and partnerships to work toward its mission of expanding
access to care for patients, families, and communities around the world. Since its inception, LABS has screened close to
1.2 million patients, trained over 3,000 community health workers, and improved over 40,000 lives.
PROGRESS ON OUR TRANSFORMATION

Our long-term value creation strategy, built in close partnership and oversight of our Board of Directors, sets Medtronic up
to both leverage our size and scale, while empowering Operating Units to move with speed and agility – all to emphasize
and accelerate innovation and growth. Our Operating Model transformation, which empowers the OUs to manage their
product lines and make strategic decisions that benefit their customers, is starting to take hold.
Organizational transformation is hard, but the reality is, we can’t ever stop evolving. We will always look for ways to better
serve our customers and achieve our Mission. We are continually evaluating our business, structure, market conditions, and
ways to position ourselves for success.
Portfolio optimization
Aligned with Tenet 2 of our Mission, we’re focusing our efforts where we “display maximum strength and ability,” and
reducing our footprint in lower growth and lower margin businesses. To aid this continuing effort, we’ve assembled a team
that is 100% focused on our integrations and divestitures.
In May, for example, we announced our intent to form a new, independent kidney care-focused company in partnership with
DaVita Inc. The new company will merge our capabilities as a healthcare technology leader with DaVita’s deep expertise and
breadth as a comprehensive kidney care provider.
We continue to work on additional portfolio moves, with the goal of creating a portfolio where we have distinct expertise,
synergies across the company, and ultimately, sustained higher growth.
Enhancing operational excellence: Quality and Global Operations/Supply Chain

Central to our transformation are two key components that impact all corners of the company: patient safety and quality, and
global operations and supply chain. Enhancing both areas is imperative.
iii
Patient safety, quality, and reliability are paramount to our Mission, and the issues we’ve seen in recent years are
unacceptable. We are diligently executing our robust Patient Safety and Quality Improvement Plan (PSQIP) to remediate and
sustainably improve our quality system. This includes developments in meeting our observation and warning letter
commitments for Diabetes, and improvements in leading and lagging indicators overall. Work remains for us to be
considered the unsurpassed leader in quality and reliability, as our Mission calls on us to be – and I know that we will
succeed.
Like other companies around the world, Medtronic felt the impact of global supply chain challenges. But the pandemic
exposed weaknesses across our operations, which added urgency to our plans for improvements. Our Global Operations
and Supply Chain (GOSC) team is hard at work building a more resilient end-to-end supply chain that better leverages our
size, scope, and scale. We’re building capabilities and focusing on safety, quality, customer service, cost and waste
reduction, and talent retention. When completed, the GOSC transformation will generate significant savings in the coming
years and be a competitive advantage for the company. I’m confident our supply chain will become best-in-class within the
medtech industry.
Environmental sustainability
In the fall of 2021, we announced our ambition to achieve net zero emissions across our value chain by FY45. In FY22 alone,
we reduced our operational greenhouse gas emissions intensity by 35% compared to our FY20 baseline, and this important
work will continue.
We also teamed up with the National Academy of Medicine’s Grand Challenge on Climate Change and the United Kingdom
National Health Service. Together, we’ll work with organizations to build resiliency and minimize the carbon footprint of
healthcare systems around the world.
OUR PEOPLE – OUR COMPETITIVE ADVANTAGE

Innovation is a people-powered business. We continue to invest in our people as an investment in our future, and to fulfill
Tenet 5 of our Mission, which calls on us to foster a workplace that enables all employees to thrive. High levels of employee
engagement are known to promote retention, foster customer loyalty and improve business performance and stakeholder
value. Each year, our Organizational Health Survey measures key drivers of employee engagement, and in FY22 we saw
world-class levels of Engagement, Inclusion, and Ethics. It is validating and encouraging to see these results, but there’s
always more work to be done to remain an employer of choice.
Our employees continue to lean into our Operating Model and embrace our culture, the Medtronic Mindset. Throughout the
ups and downs of FY22, they’ve focused on the Mission and delivered on our commitments with drive, resilience, and
creativity, and I’m honored and humbled to be part of this team.
Inclusion, diversity, and equity across all levels

ID&E is a business priority that enables a competitive advantage, because we believe that converging backgrounds and life
experiences bring diverse perspectives that are needed to fuel innovation. We are building a workforce that reflects our
communities at all levels, and diversity in leadership is key to this strategy. In FY22, women held 42% of manager-and-above
positions globally, and people from ethnically diverse groups held 27% of manager-and-above positions in the U.S., which is
strong progress toward our FY26 goals of 45% and 30%, respectively. We are proud to have earned several external
accolades recognizing our progress.
The importance of ID&E is apparent at all levels of the organization, with related goals included for all employee
performance reviews in FY22. Medtronic leaders understand their role, too – we introduced a “leader led” model to enhance
our ID&E efforts by strengthening accountability and linking compensation and advancement incentives to these goals for
executive leadership in FY22.
To better align our incentives with our renewed culture and the competitive talent market, we’ve updated our incentive
structure to reward differentiated performance in the areas of financial performance, market share growth, quality, and ID&E
goals. Leaders in each business group are responsible for ID&E priorities, and our Board is helping to oversee short- and
long-term progress against standardized measurements.
Fortifying company leadership with outside-in perspectives

Fresh perspectives beget new ideas, so we deepened our bench of external talent, adding leaders with new skills and
capabilities to ensure we can compete and win as we pursue new markets and technologies. We’ve added to our executive
ranks several respected, world-class leaders with deep domain expertise, a wealth of global knowledge and proven track
records of navigating complex environments to advance the business. These leaders have made a great impact already,
infusing our leadership team with new energy, experience, and expertise to help accelerate our transformation.
iv
We’ve applied a similar approach in adding new directors with diverse points of view to fully leverage the power of our
Board of Directors. Their oversight and collective thinking guide us on our biggest initiatives and strategic bets, including
exploring new therapies and areas like digitization and AI.
ADVANCING THE MISSION TO REACH OUR BOLD AMBITION

Two years ago, we set out to affirm our standing as the global healthcare technology leader. Changes to our Operating
Model, culture, and incentives – combined with exciting catalysts from our pipeline that will redefine the way healthcare is
delivered for millions – position us to deliver a higher level of sustainable growth.
Despite unprecedented challenges we’ve faced, we’re seeing strong signs of progress as the work continues. Though
headwinds remain, I’m confident in our ability to accelerate and sustain our growth profile over the long-term, to grow at or
above our markets, and as we do so, create consistent value for our stakeholders. We’re keenly focused on improving capital
deployment and portfolio management, with a deep commitment to creating higher, more consistent shareholder value.
Medtronic is a technology company with a purpose. For me, it’s an honor to stand alongside my colleagues and a true
privilege to be part of such important work. We’re fueling a durable value creation engine that will enable us to fully
capitalize on the trends and opportunities at the intersection of healthcare and technology. With the Mission as our enduring
north star, we’re taking the organization to the next level in service to more patients in more places around the world – which
is a truly extraordinary place to be.
Sincerely,
Geoff Martha
Chairman & CEO
v
Reconciliation of Non-GAAP Financial Measures
The Shareholder Letter set forth in this Annual Report includes financial measures that are not prepared in accordance with
U.S. generally accepted accounting principles (U.S. GAAP). Management believes that such non-GAAP financial measures
provide useful information to investors regarding the underlying business trends and performance of Medtronic’s ongoing
operations. Investors should consider non-GAAP measures set forth in the Shareholder Letter to be in addition to, and not a
substitute for, financial performance measures prepared in accordance with U.S. GAAP. In addition, such non-GAAP financial
measures may not be the same as, or similar to, measures presented by other companies. Reconciliations of the non-GAAP
financial measures referenced in the Shareholder Letter to the most directly comparable GAAP financial measures are
included in the following financial schedules.
MEDTRONIC PLC
WORLD WIDE REVENUE(1)
(Unaudited)
YEAR-TO-DATE(2)
REPORTED CONSTANT CURRENCY
Currency
(in millions) FY22 FY21 Growth Impact(3) FY22 Growth
Cardiovascular $ 11,423 $ 10,772 6.0% $ (32) $ 11,455 6.3%
Cardiac Rhythm & Heart Failure 5,908 5,584 5.8 (19) 5,927 6.1
Structural Heart & Aortic 3,055 2,834 7.8 (12) 3,067 8.2
Coronary & Peripheral Vascular 2,460 2,354 4.5 (1) 2,461 4.5
Medical Surgical 9,141 8,737 4.6 (44) 9,185 5.1
Surgical Innovations 6,060 5,438 11.4 (31) 6,091 12.0
Respiratory, Gastrointestinal, & Renal 3,081 3,298 (6.6) (13) 3,094 (6.2)
Neuroscience 8,784 8,195 7.2 3 8,781 7.2
Cranial & Spinal Technologies 4,456 4,288 3.9 (7) 4,463 4.1
Specialty Therapies 2,592 2,307 12.4 13 2,579 11.8
Neuromodulation 1,735 1,601 8.4 (2) 1,737 8.5
Diabetes 2,338 2,413 (3.1) (2) 2,340 (3.0)

TOTAL $ 31,686 $ 30,117 5.2% $ (75) $ 31,761 5.5%
(1) The data in this schedule has been intentionally rounded to the nearest million and, therefore, may not sum.
(2) Fiscal year 2021 was a 53-week fiscal year with the extra week occurring in the first fiscal month of the first quarter and is included in
reported prior year-to-date results. While it is difficult to calculate the impact of the extra week, the Company estimates the extra week
benefited fiscal year 2021 year-to-date revenue by approximately $360 to $390 million.
(3) The currency impact to revenue measures the change in revenue between current and prior year periods using constant exchange rates.
vi
MEDTRONIC PLC
GAAP TO NON-GAAP RECONCILIATIONS(2)
(Unaudited)
Fiscal year ended April 29, 2022

Income
Cost of Gross Operating Before Net Income
Products Margin Operating Profit Income attributable Diluted Effective
(in millions, except per share data) Net Sales Sold Percent Profit Percent Taxes to Medtronic EPS Tax Rate
GAAP $ 31,686 $ 10,145 68.0% $ 5,752 18.2% $ 5,517 $5,039 $ 3.73 8.3%
Non-GAAP Adjustments:
Restructuring and associated
costs (3) — (117) 0.4 335 1.1 335 281 0.21 16.1
Acquisition-related items (1) (4) — (19) 0.1 58 0.2 58 30 0.02 48.3
Certain litigation charges — — — 95 0.3 95 78 0.06 17.9
(Gain)/loss on minority
investments (5) — — — — — (12) (9) (0.01) —
Medical device regulations (6) — (55) 0.2 102 0.3 102 86 0.06 15.7
Amortization of intangible
assets — — — 1,733 5.5 1,733 1,467 1.09 15.3
MCS impairment / costs (7) — (58) 0.2 881 2.8 881 661 0.49 25.0
Certain tax adjustments, net (8) — — — — — — (50) (0.04) —
Prior to recasting IPR&D
charges $ 31,686 $ 9,897 68.8% $ 8,957 28.3% $ 8,710 $7,583 $ 5.61 12.7%
Impact of recast IPR&D
charges (1) — — — (101) (0.3) (101) (78) (0.06) 22.8
Non-GAAP (1) $ 31,686 $ 9,897 68.8% $ 8,856 27.9% $ 8,609 $7,505 $ 5.55 12.6%
Currency impact 75 131 (0.4) (157) (0.5) (0.10)
Currency Adjusted $ 31,761 $ 10,028 68.4% $ 8,699 27.4% $ 5.45

Income
Cost of Gross Operating Before Net Income
Products Margin Operating Profit Income attributable Diluted Effective
(in millions, except per share data) Net Sales Sold Percent Profit Percent Taxes to Medtronic EPS Tax Rate
GAAP $ 30,117 $ 10,483 65.2% $ 4,484 14.9% $ 3,895 $ 3,606 $ 2.66 6.8%
Restructuring and associated
costs (3) — (128) 0.4 617 2.0 617 489 0.36 20.7
Acquisition-related items (1) (4) — (15) — (15) — (15) 4 — 126.7
Certain litigation charges — — — 118 0.4 118 95 0.07 19.5
(Gain)/loss on minority
investments (5) — — — — — (61) (57) (0.04) —
Impairment charges (9) — — — 76 0.3 76 68 0.05 10.5
Medical device regulations (6) — (45) 0.1 83 0.3 83 68 0.05 18.1
Debt tender premium and
other charges (10) — — — — — 308 248 0.18 19.5
Amortization of intangible
assets — — — 1,783 5.9 1,783 1,500 1.11 15.9
Certain tax adjustments, net (11) — — — — — — (41) (0.03) —
Non-GAAP (1) $ 30,117 $ 10,295 65.8% $ 7,146 23.7% $ 6,804 $ 5,980 $ 4.42 11.8%
(1) Starting with the quarter ended April 29, 2022, the Company will no longer adjust non-GAAP financial measures for certain license
payments for, or acquisitions of, technology not approved by regulators due to recent industry guidance from the U.S. Securities and
Exchange Commission. Historical non-GAAP financial measures presented in our earnings release have been recast for comparability.
vii
The impact of this change for the fiscal year ended April 29, 2022 is a decrease in non-GAAP net income and diluted EPS of $78 million
and $0.06, respectively. The impact of this change for the fiscal year ended April 30, 2021 is a decrease in non-GAAP net income and
diluted EPS of $25 million and $0.02.
(2) The data in this schedule has been intentionally rounded to the nearest million or $0.01 for EPS figures, and, therefore, may not sum.
(3) Associated costs include costs incurred as a direct result of the restructuring program, such as salaries for employees supporting the
program and consulting expenses.
(4) The charges primarily include business combination costs, changes in fair value of contingent consideration, and specifically for the
fiscal year ended April 30, 2021 changes in amounts accrued for certain contingent liabilities for recent acquisitions.
(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, which are expected to be substantially complete by the end of fiscal year 2023.
(7) 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 the
approximately 3,500 patients currently implanted with the HVAD System.
(8) 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.
(9) The charges relate to the abandonment of certain intangible assets in our Neuroscience segment.
(10) The charges relate to the early redemption of approximately $6.0 billion of debt.
(11) The net benefit primarily relates to the finalization of an audit at the IRS Appellate level for fiscal years 2012 through 2014 and the
capitalization of certain research and development costs for U.S. income tax purposes, which are partially offset by the impact of an
intercompany sale of assets, and a tax basis adjustment and amortization of previously established deferred tax assets from
intercompany intellectual property transactions.
MEDTRONIC PLC
GAAP TO NON-GAAP RECONCILIATIONS(1)
(Unaudited)
(in millions) 2022 2021

Net cash provided by operating activities $ 7,346 $ 6,240
Additions to property, plant, and equipment (1,368) (1,355)
Free Cash Flow (2) $ 5,978 $ 4,885
(1) The data in this schedule has been intentionally rounded to the nearest million, and, therefore, may not sum.
(2) Free cash flow represents operating cash flows less property, plant, and equipment additions.
viii
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 29, 2022.
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 98-1183488
(State or other jurisdiction of incorporation or organization) (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 MDT New York Stock Exchange
0.00% Senior Notes due 2022 MDT/22B New York Stock Exchange
0.000% Senior Notes due 2023 MDT/23C New York Stock Exchange
0.25% Senior Notes due 2025 MDT/25 New York Stock Exchange
0.000% Senior Notes due 2025 MDT/25A New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark Yes No
• Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.
• Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act.
• 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.
• 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).
• 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.
• Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Aggregate market value of voting and non-voting common equity of Medtronic plc held by non-affiliates of the registrant as of
October 29, 2021, based on the closing price of $119.86 as reported on the New York Stock Exchange: approximately $161.2 billion.
Number of Ordinary Shares outstanding on June 20, 2022: 1,328,709,310
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for its 2022 Annual General Meeting are incorporated by reference into Part III hereof.
TABLE OF CONTENTS
Item Description Page
PART I 13
1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
PART II 37
5. Market for Medtronic’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
6. (Reserved) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . .39
7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59
8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60
Report of Independent Registered Public Accounting Firm (PCAOB ID 238) . . . . . . . . . . . . . . . . . . . . . . . .60
Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .62
Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . .111
9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .111
9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .111
PART III 112

10. Directors, Executive Officers, and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .112
11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .113
12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters . . .114
13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . .114
14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .114
PART IV 115
15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .115
16. Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .121
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .122
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, and other written reports operations; the resolution of tax matters; the effectiveness
of Medtronic plc, organized under the laws of Ireland of our development activities in reducing patient care costs
(together with its consolidated subsidiaries, Medtronic, the and hospital stay lengths; our approach towards cost
Company, or we, us, or our), and oral statements made by containment; our expectations regarding healthcare costs,
or with the approval of one of the Company’s executive including potential changes to reimbursement policies and
officers from time to time, may include “forward-looking” pricing pressures; our expectations regarding changes to
statements. All statements other than statements of patient standards of care; our ability to identify and
historical fact contained in this Annual Report on Form maintain successful business partnerships; the elimination
10-K, including statements regarding our future results of of certain positions or costs related to restructuring
operations and financial position, business strategy and initiatives; outcomes in our litigation matters and
plans, objectives of management for future operations and governmental proceedings and investigations; general
current expectations or forecasts of future results, are economic conditions; the adequacy of available working
forward-looking statements. These statements involve capital and our working capital needs; our payment of
known and unknown risks, uncertainties, and other dividends and redemption of shares; the continued
important factors that may cause our actual results, strength of our balance sheet and liquidity; our accounts
performance, or achievements to be materially different receivable exposure; and the potential impact of our
from any future results, performance, or achievements compliance with governmental regulations and accounting
expressed or implied by the forward-looking statements. guidance.
Our forward-looking statements may include statements
We have based these forward-looking statements largely
related to our growth and growth strategies, developments
on our current expectations and projections about future
in the markets for our products, therapies and services,
events and financial trends that we believe may affect our
financial results, product development launches and
business, results of operations, financial condition, and
effectiveness, research and development strategy,
cash flows. These forward-looking statements speak only
regulatory approvals, competitive strengths, the potential
as of the date of this Annual Report on Form 10-K and are
or anticipated direct or indirect impact of COVID-19
subject to a number of risks, uncertainties and assumptions
(“COVID-19” or the “pandemic”) on our business, results of
described in the “Risk Factors” section and elsewhere in
operations and/or financial condition, restructuring and
this Annual Report on Form 10-K. Because forward-looking
cost-saving initiatives, intellectual property rights, litigation
statements are inherently subject to risks and uncertainties,
and tax matters, governmental proceedings and
some of which cannot be predicted or quantified, you
investigations, mergers and acquisitions, divestitures,
should not rely on these forward-looking statements as
market acceptance of our products, therapies and services,
predictions of future events. One must carefully consider
accounting estimates, financing activities, ongoing
forward-looking statements and understand that such
contractual obligations, working capital adequacy, value of
forward-looking statements are inherently subject to risks
our investments, our effective tax rate, our expected
and uncertainties, some of which cannot be predicted or
returns to shareholders, and sales efforts. In some cases,
quantified, and involve a variety of risks and uncertainties,
such statements may be identified by the use of
known and unknown, including, among others, those
terminology such as “anticipate,” “believe,” “could,”
discussed in the sections entitled “Government Regulation”
“estimate,” “expect,” “forecast,” “intend,” “looking ahead,”
within “Item 1. Business” and “Item 1A. Risk Factors” in this
“may,” “plan,” “possible,” “potential,” “project,” “should,”
Annual Report on Form 10-K, as well as those related to:
“will,” and similar words or expressions. Forward-looking
statements in this Annual Report include, but are not 䡲 competition in the medical device industry;
limited to, statements regarding: our ability to drive long- 䡲 delays in regulatory approvals;
term shareholder value; development and future launches
of products and continued or future acceptance of 䡲 the global COVID-19 pandemic, including new
products, therapies and services in our segments; COVID-19 variants that may emerge, as well as potential
expected timing for completion of research studies relating impacts of the pandemic on healthcare staffing levels;
to our products; market positioning and performance of 䡲 reduction or interruption in our supply;
our products, including stabilization of certain product 䡲 failure to complete or achieve the intended benefits of
markets; divestitures and the potential benefits thereof; the acquisitions or divestitures;
costs and benefits of integrating previous acquisitions;
anticipated timing for United States (U.S.) Food and Drug 䡲 adverse regulatory action;
Administration (U.S. FDA) and non-U.S. regulatory approval 䡲 laws and governmental regulations;
of new products; increased presence in new markets,
䡲 litigation results;
including markets outside the U.S.; changes in the market
and our market share; acquisitions and investment 䡲 quality problems;
initiatives, including the timing of regulatory approvals as 䡲 healthcare policy changes;
well as integration of acquired companies into our
䡲 cybersecurity incidents;
MEDTRONIC PLC 2022 Form 10-K 11

䡲 international operations, including the impact of armed Consequently, no forward-looking statement may be
conflicts; guaranteed, and actual results may vary materially from
䡲 self-insurance; those projected in the forward-looking statements. We
intend to take advantage of the Safe Harbor provisions of
䡲 commercial insurance; the Private Securities Litigation Reform Act of 1995
䡲 changes in applicable tax rates; regarding our forward-looking statements and are
including this sentence for the express purpose of enabling
䡲 positions taken by taxing authorities;
us to use the protections of the safe harbor with respect to
䡲 decreasing selling prices and pricing pressure; all forward-looking statements. While we may elect to
䡲 liquidity shortfalls; update these forward-looking statements at some point in
the future, whether as a result of any new information,
䡲 fluctuations in currency exchange rates;
future events, or otherwise, we have no current intention of
䡲 inflation; or doing so except to the extent required by applicable law.
䡲 disruption of our current plans and operations.
12 MEDTRONIC PLC 2022 Form 10-K

PART I
Item 1. Business
76 150+ 95,000+ $2.7 49,000+

Million+ Countries in Employees Billion Patents
Patients Which We Research and
Served Operate Development
Spend
Medtronic plc, headquartered in Dublin, Ireland, is the 䡲 Serving more patients by accelerating innovation driven
leading global healthcare technology company. Medtronic growth and delivering shareholder value: We listen to our
was founded in 1949 and today serves healthcare systems, patients and customers to better understand the
physicians, clinicians, and patients in more than 150 challenges they face. From the patient journey, to
countries worldwide. We remain committed to a mission creating agile partnerships that produce novel solutions,
written by our founder in 1960 that directs us “to contribute to making it easier for our customers to deploy our
to human welfare by the application of biomedical therapies – everything we do is anchored in deep insight,
engineering in the research, design, manufacture, and sale and creates simpler, superior experiences.
of products to alleviate pain, restore health, and extend
䡲 Creating and disrupting markets with our technology:
life.”
We are confident in our ability to maximize new
technology, artificial intelligence (AI), and data and
Our Mission – to alleviate pain, restore health, and extend
analytics to tailor therapies in real-time, facilitating
life – empowers insight-driven care and better outcomes
remote monitoring and care delivery that conveniently
for our world. We remain committed to being recognized
manages conditions, and creates new standards of care.
as a company of dedication, honesty, integrity, and service.
Building on this strong foundation, we are embracing our 䡲 Empowering our operating units to be more nimble and
role as a healthcare technology leader and evolving our more competitive: Our operating model, which was
business strategy in four key areas: effective February 2021, simplified our organization to
accelerate decision making, improve commercial
䡲 Leveraging our pipeline to win market share: The
execution, and more effectively leverage the scale of our
combination of our good end markets, recent product
company.
launches and robust pipeline is expected to continue
accelerating our growth over both the near-and long- We have four operating and reportable segments that
term. We aim to bring inventive and disruptive primarily develop, manufacture, distribute, and sell device-
technology to large healthcare opportunities which based medical therapies and services: the Cardiovascular
enables us to better meet patient needs. Patients around Portfolio, the Medical Surgical Portfolio, the Neuroscience
the world deserve access to our life-saving products, and Portfolio, and the Diabetes Operating Unit. For more
we are driven to use our local presence and scale to information regarding our segments, please see Note 19 to
increase the adoption of our products and services in the consolidated financial statements in “Item 8. Financial
markets around the globe. Statements and Supplementary Data” in this Annual Report
on Form 10-K.

PART I
Item 1 Business
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.
MicraTM Transcatheter LINQ IITM Insertable Arctic Front Advance CoreValveTM Resolute OnyxTM
Pacing Systems Cardiac Monitor ProTM Cryoballoon EvolutTM PRO+
Cardiac Rhythm & Heart Failure 䡲 Insertable cardiac monitoring systems, including the
Reveal LINQ and LINQ II. These devices are for patients
Our Cardiac Rhythm & Heart Failure division includes the who experience infrequent symptoms such as dizziness,
following Operating Units: Cardiac Rhythm Management; palpitation, syncope (fainting) and chest pain, which may
Cardiac Ablation Solutions; and Cardiovascular Diagnostics indicate a cardiac arrhythmia that requires long-term
and Services. The division develops, manufactures, and monitoring or ongoing management. The LINQ II device
markets products for the diagnosis, treatment, and offers improved device longevity, unmatched accuracy
management of heart rhythm disorders and heart failure. and a streamlined workflow with AccuRhythm AI
Our products include implantable devices, leads and algorithms to reduce clinic workload and data burden.
delivery systems, products for the treatment of atrial
fibrillation (AF), products designed to reduce surgical site 䡲 TYRX products, including the Cardiac and Neuro
infections, information systems for the management of Absorbable Antibacterial Envelopes, which are designed
patients with Cardiac Rhythm & Heart Failure devices, and to stabilize electronic implantable devices and help
an integrated health solutions business. Principal products prevent infection associated with implantable
and services offered include: pacemakers, and defibrillators.
䡲 Implantable cardiac pacemakers including the Azure MRI 䡲 Remote monitoring services and patient-centered
SureScan, Adapta, Advisa MRI SureScan, and the Micra software to enable efficient care coordination and
Transcatheter Pacing System. The Micra Transcatheter specialized telehealth nurse support as well as services
Pacing System, which is leadless and does not have a related to hospital operational efficiency.
subcutaneous device pocket like a conventional 䡲 Medtronic stopped the distribution and sale of the HVAD
pacemaker, includes the Micra VR device and the Micra System on June 3, 2021. We continue a support program
AV device. Both of these pacemakers treats patients with for patients with HVAD devices, and for caregivers and
atrioventricular block. healthcare professionals who participate in their care.
䡲 Implantable cardioverter defibrillators (ICDs), including
the Visia AF MRI SureScan, Evera MRI SureScan, Primo Structural Heart & Aortic
MRI, and the Cobalt and Crome portfolio of BlueSync-
enabled ICDs, as well as defibrillator leads, including the Our Structural Heart & Aortic division includes the
Sprint Quattro Secure lead. following Operating Units: Structural Heart & Aortic and
Cardiac Surgery. The division includes therapies to treat
䡲 Implantable cardiac resynchronization therapy devices heart valve disorders and aortic disease. Our devices
(CRT-Ds and CRT-Ps) including the Claria/Amplia/ include products for the repair and replacement of heart
Compia family of MRI Quad CRT-D SureScan systems valves, perfusion systems, positioning and stabilization
and the Cobalt and Crome portfolio of BlueSync- systems for beating heart revascularization surgery,
enabled CRT-Ds, as well as the Percepta/Serena/Solara surgical ablation products, and comprehensive line of
family of MRI Quad CRT-P SureScan systems. products and therapies to treat aortic disease, such as
aneurysms, dissections, and transections. Principal
䡲 Cardiac ablation products including the Arctic Front
products offered include:
Advanced Cardiac cryoablation System, designed for
pulmonary vein isolation in the treatment of patients with 䡲 CoreValve family of aortic valves, including the Evolut R,
paroxysmal and persistent AF, as well as the Evolut PRO, and Evolut PRO+ systems for transcatheter
DiamondTemp Ablation system, which is the first U.S. aortic valve replacement.
FDA-approved, temperature controlled, irrigated
radiofrequency ablation system. 䡲 Surgical valve replacement and repair products for
damaged or diseased heart valves, including both tissue

PART I
Item 1 Business
and mechanical valves; blood-handling products that coronary artery disease as well as peripheral vascular
form a circulatory support system to maintain and disease and venous disease. Our products include
monitor blood circulation and coagulation status, oxygen coronary stents and related delivery systems, including a
supply, and body temperature during arrested heart broad line of balloon angioplasty catheters, guide
surgery; and surgical ablation systems and positioning catheters, guide wires, diagnostic catheters, and
and stabilization technologies. accessories, peripheral drug coated balloons, stent and
angioplasty systems, carotid embolic protection systems
䡲 Endovascular stent grafts and accessories, including the
for the treatment of vascular disease outside the heart, and
Endurant II Stent Graft System for the treatment of
products for superficial and deep venous disease. Principal
abdominal aortic aneurysms, the Valiant Captivia Thoracic
products offered include:
Stent Graft System for thoracic endovascular aortic repair
procedures, and the Heli-FX EndoAnchor System. 䡲 Percutaneous Coronary Intervention products including
our Resolute Onyx drug-eluting stent, Euphora balloons,
䡲 Transcatheter Pulmonary Valves, including Harmony TPV
and Launcher guide catheters.
and Delivery Catheter System and Melody TPV/
Ensemble II Delivery System. 䡲 Percutaneous angioplasty balloons including the
IN.PACT family of drug-coated balloons, vascular stents
Coronary & Peripheral Vascular including the Abre venous stent, directional atherectomy
products including the HawkOne directional
Our Coronary & Peripheral Vascular division includes the atherectomy system, and other procedure support tools.
following Operating Units: Coronary & Renal Denervation
and Peripheral Vascular Health. The division is comprised 䡲 Products to treat superficial venous diseases in the lower
of a comprehensive line of products and therapies to treat extremities including the ClosureFast radiofrequency
ablation system and the VenaSeal Closure System.
MEDICAL SURGICAL PORTFOLIO

The Medical Surgical Portfolio is made up of the Surgical Innovations 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.
SonicisionTM Curved Jaw NellcorTM Pulse HugoTM RAS System Puritan BennettTM GI GeniusTM Intelligent
Cordless Ultrasonic Oximeter 980 Ventilator Endoscopy Module
Dissection System
Surgical Innovations 䡲 Electrosurgical hardware and instruments, including the

Valleylab FT10 energy platform, and the Force TriVerse
Our Surgical Innovations division includes the following electrosurgical pencils.
Operating Units: Surgical Innovations and Surgical
Robotics. The division develops, manufactures, and 䡲 Robotic and digital surgery technologies including, the
markets advanced and general surgical products, including Hugo robotic-assisted surgery (RAS) system designed for
surgical stapling devices, vessel sealing instruments, a broad range of soft-tissue procedures and Touch
wound closure, electrosurgery products, surgical artificial Surgery Enterprise, the first AI-powered surgical video
intelligence (AI) and robotic-assisted surgery products, management solution for the operating room.
hernia mechanical devices, mesh implants, gynecology 䡲 Products designed for the treatment of hernias,
products, lung health and visualization, and therapies to including the AbsorbaTack absorbable mesh fixation
treat diseases and conditions that are typically, but not device for hernia repair, the Symbotex composite mesh
exclusively, addressed by surgeons. Principal products and for surgical laparoscopic and open ventral hernia repair,
services offered include: and Parietex ProGrip, a self-gripping, biocompatible
䡲 Advanced stapling and energy products, including the solution for inguinal hernias.
Tri-Staple technology platform for endoscopic stapling,
including the Endo GIA reloads and reinforced reloads Respiratory, Gastrointestinal, & Renal
with Tri-Staple Technology and the Endo GIA ultra
universal stapler; the Signia Powered Stapling System; Our Respiratory, Gastrointestinal, & Renal division includes
the LigaSure Exact Dissector and L-Hook Laparoscopic the following Operating Units: Respiratory Interventions,
Sealer/Divider; and the Sonicision curved jaw cordless Patient Monitoring, Gastrointestinal, and Renal Care
ultrasonic dissection system. Solutions. The division develops, manufactures, and

PART I
Item 1 Business
markets products in the emerging fields of minimally Evac tube, Shiley Endotracheal Tubes, Shiley
invasive gastrointestinal and hepatologic diagnostics and Tracheostomy Tubes, McGRATH MAC video
therapies, patient monitoring, respiratory interventions laryngoscopes, and DAR Filters.
including airway management and ventilation therapies,
䡲 Products focused on patient monitoring, including
and for the treatment of renal disease. Principal products
Nellcor pulse oximetry monitors and sensors,
and services offered include:
Microstream capnography monitors, Bispectral Index
䡲 Gastrointestinal and endoscopy products, including the (BIS) brain monitoring technology, INVOS cerebral/
PillCam capsule endoscopy systems, the Bravo somatic oximetry systems, Vital Sync remote monitoring,
calibration-free reflux testing systems, the EndoFLIP and WarmTouch convective warming.
imaging systems, the Emprint ablation system with
䡲 Products providing solutions for the treatment of renal
Thermosphere Technology, the ManoScan Bravo system,
disease, including Palindrome, Mahurkar and Mahurkar
the Barrx platform through ablation with the Barrx 360
Elite Dialysis Access Catheters for renal therapy, Argyle
Express catheter, the GI Genius intelligent endoscopy
peritoneal dialysis catheters, Carpediem dialysis
module, the Cool-tip radiofrequency ablation system,
machines for pediatric patients, Amplya dialysis
and the HET Bipolar System.
machines for acute patients, and other products
䡲 Airway, ventilation, and inhalation therapies products, designed for use in treatment of both acute and chronic
including the Puritan Bennett 980 and 840 ventilators, renal failure conditions.
the Newport e360 and HT70 ventilators, the TaperGuard
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.
Mazor X StealthTM Edition Midas RexTM MR8TM High- InterStimTM Micro PipelineTM VANTAGE PerceptTM PC DBS System
Speed Drill System Embolization Device
with Shield TechnologyTM
Cranial & Spinal Technologies Sealers, and our PEAK Surgery System used in tissue
dissection that consists of the PEAK PlasmaBlade and
Our Cranial & Spinal Technologies division and Operating PULSAR Generator.
Unit develops, manufactures, and markets an integrated
portfolio of devices and therapies for surgical technologies 䡲 Products to treat a variety of conditions affecting the
designed to improve the precision and workflow of neuro spine, including degenerative disc disease, spinal
procedures, and a comprehensive line of medical devices deformity, spinal tumors, fractures of the spine, and
and implants used in the treatment of the spine and stenosis. These products include our CD HORIZON
musculoskeletal system. The division also provides biologic SOLERA system, T2 STRATOSPHERE, and CLYDESDALE
solutions for the orthopedic and dental markets and offers interbody spacers. These products also include titanium
unique and highly differentiated imaging, navigation, interbody implants and surface technologies, such as our
power instruments, nerve monitoring, and robotic Adaptix interbody system and the Titan Interbody Fusion
guidance systems used in spine and cranial procedures. Device with NanoLOCK technology.
Principal products and services offered include: 䡲 Products that facilitate less invasive thoracolumbar
䡲 Neurosurgery products, including platform technologies, surgeries, including the CD HORIZON SOLERA
implant therapies, and advanced energy products. This VOYAGER Percutaneous Fixation System.
includes our StealthStation S8 Navigation System, Stealth 䡲 Products to treat conditions in the cervical region of the
Autoguide cranial robotic guidance platform, O-arm spine, including the ZEVO Anterior Cervical Plate
Imaging System, Mazor X robotic guidance systems used System, the INFINITY OCT System, and PRESTIGE LP
in robot-assisted spine procedures, and our Midas Rex Cervical Artificial Discs.
Surgical Drills, including our MR8 high-speed drill
system. This group of products also includes our 䡲 Biologic solutions products, including our INFUSE Bone
cerebrospinal fluid (CSF) Management Portfolio, Graft (InductOs in the European Union (E.U.)), which
Visualase MRI-guided laser ablation, Aquamantys contains a recombinant human bone morphogenetic

PART I
Item 1 Business
protein, rhBMP-2, for certain spinal, trauma, and oral Neuromodulation

maxillofacial applications.
Our Neuromodulation division and Operating Unit
䡲 Demineralized Bone Matrix products, including develops, manufactures, and markets spinal cord
MAGNIFUSE, GRAFTON/GRAFTON PLUS, and the stimulation systems, implantable drug infusion systems for
MASTERGRAFT family of synthetic bone graft products – chronic pain, as well as interventional products. Principal
Matrix, Putty, and Granules. products and services offered include:
䡲 Spinal cord stimulation products, including rechargeable
Specialty Therapies and non-rechargeable devices and a large selection of
Our Specialty Therapies division includes the following leads used to treat chronic back and/or limb pain and
Operating Units: Neurovascular; Ear, Nose, and Throat (ENT); chronic pain resulting from diabetic peripheral
and Pelvic Health. The division develops, manufactures, and neuropathy. This includes the Intellis Spinal Cord
markets products and therapies to treat diseases of ENT, Stimulation System, with AdaptiveStim and SureScan MRI
patients afflicted with acute ischemic and hemorrhagic stroke, Technology, DTM (differential target multiplexed)
and help control the systems of overactive bladder, proprietary waveform, the Evolve workflow algorithm,
(non-obstructive) urinary retention, and chronic fecal and Snapshot reporting. Products also include our
incontinence. Principal products and services offered include: RestoreSensor (rechargeable) SureScan MRI
neurostimulation system with its proprietary
䡲 Pelvic health products, including our InterStim X, AdaptiveStim technology.
InterStim Micro, and InterStim II neurostimulators, and
InterStim SureScan MRI leads, to help control the 䡲 Brain modulation products, including those for the
systems of overactive bladder, (non-obstructive) urinary treatment of the disabling symptoms of Parkinson’s
retention, and chronic fecal incontinence. Our NURO disease, essential tremor, refractory epilepsy, severe,
System delivers Percutaneous Tibial Neuromodulation treatment-resistant obsessive-compulsive disorder
therapy to treat overactive bladder and associated (approved under a Humanitarian Device Exemption
symptoms of urinary urgency, urinary frequency, and (HDE) in the U.S.), and chronic, intractable primary
urge incontinence. dystonia (approved under a HDE in the U.S.). Specifically,
this includes our family of Activa Neurostimulators,
䡲 ENT products, including the Straightshot M5 including Activa SC (single-channel primary cell battery),
Microdebrider Handpiece, the IPC system, NIM Nerve Activa PC (dual channel primary cell battery), and Activa
Monitoring Systems, FUSION Compact and StealthStation RC (dual channel rechargeable battery). This also
ENT Navigation System, as well as products for hearing includes our Percept PC Neurostimulator DBS system
restoration and obstructive sleep apnea. with BrainSense technology.
䡲 Neurovascular products to treat diseases of the vasculature 䡲 Implantable drug infusion systems, including our
in and around the brain. This includes coils, neurovascular SynchroMed II Implantable Infusion System, that deliver
stent retrievers, and flow diversion products, as well as small quantities of drug directly into the intrathecal
access and delivery products to support procedures. space surrounding the spinal cord.
Products also include the Pipeline Flex Embolization
Devices, endovascular treatments for large or giant wide- 䡲 Interventional products, including the Kyphon Balloon,
necked brain aneurysms, the portfolio of Solitaire the Kyphon V, and Kyphon Assist systems and the
revascularization devices for treatment of acute ischemic OsteoCool RF Tumor ablation system.
stroke, the Riptide Aspiration System, the Onyx Liquid
䡲 The Accurian nerve ablation system, which conducts
Embolic System, and a portfolio of associated access
radio frequency ablation of nerve tissues.
catheters including our React aspiration catheters also for
the treatment of acute ischemic stroke.
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.
MiniMedTM 780G Insulin GuardianTM Sensor 4 InPenTM GuardianTM Connect Extended Infusion
Pump System CGM System Set

PART I
Item 1 Business
Principal products and services offered include: system, the Guardian Sensor 3, and the Guardian Sensor
4, are products worn by patients capturing glucose data
䡲 Insulin pumps and consumables, including the MiniMed
to reveal patterns and potential problems, such as
770G system and MiniMed 780G system, which are all
hyperglycemic and hypoglycemic episodes.
powered by SmartGuard technology. The MiniMed 770G
system provides smartphone and Bluetooth connectivity, 䡲 The InPen smart insulin pen system that combines a
continuously delivers background insulin, monitors sugar reusable Bluetooth-enabled insulin pen with an intuitive
levels, and an expanded age indication to ages two and mobile app that helps users administer the appropriate
up. The MiniMed 780G enhances the insulin pump insulin dose. The InPen application integrates with our
systems by including automatic correction boluses and CGM data to provide real-time CGM readings alongside
an adjustable glucose target down to 100 mg/dl. insulin dose information.
䡲 Continuous glucose monitoring (CGM) systems and 䡲 Consumables and supplies, including infusion sets.
sensors, including the Guardian Connect smart CGM
HUMAN CAPITAL
Medtronic Workforce Overview Workforce Compensation
Medtronic’s employees deliver on our Mission every day. Our compensation framework is designed to celebrate the
We empower insight-driven care, experiences that put value and contributions of our employees. We are
people first, and better outcomes for our world. In committed to transparent communications on
everything we do, we are engineering the extraordinary. compensation. Our competitive approach to
We strive to be the employer of choice for the best and compensation reflects industry benchmarks and local
brightest global talent, where employees can grow and market standards. Our programs include annual and long-
develop fulfilling careers. We aspire to create a truly term incentives that provide the means to share in the
inclusive, diverse, and equitable workplace that fosters Company’s success. To attract the best leaders, we offer
innovation and creativity, and where every employee feels competitive benefits and cash and equity incentives. We
a sense of belonging and well-being. Medtronic has reward high-performing employees with an ownership
95,000+ full-time employees, of which forty-four percent stake in the company through restricted stock, and all
are based in the U.S. or Puerto Rico. employees have the opportunity to purchase stock at a
significant discount.
Inclusion, Diversity & Equity
Learning & Development
We believe that improving health for people from all walks
of life depends on our ability to unleash the creative power The skills and dedication of our employees drive our
of our diverse global employees. By breaking down business performance. Our comprehensive professional
barriers to Inclusion, Diversity and Equity (ID&E), we open development programs empower our people to build
doors for everyone, driving progress and prosperity rewarding careers and help us attract world-class talent.
around the world. As of the end of fiscal year 2022, Our suite of professional development programs ensures
38 percent of our U.S. workforce is ethnically diverse; that our employees, regardless of level, location, language
women comprise 50 percent of our global workforce; and or learning preferences, have access to opportunities to
42 percent of our manager and above employees are develop and grow. Our investment in employee
women. Additionally, Medtronic employee resource development has contributed to more than 30 percent of
groups (ERGs) are employee-led affinity groups that our open roles being filled with internal employees.
provide career development and networking opportunities
In fiscal year 2022, we began our shift away from degree
for members and strengthen ties between employees of
requirements to focus on skills-based certification for
many different backgrounds, cultures, and interests. In
certain roles within Medtronic. Additionally, as members of
fiscal year 2022, there were 12 ERGs and Diversity
the Multiple Pathways Initiative, we have used a skill –
Networks across 75 countries with more than 34,000
based approach to offering opportunities to expanded
members.
pools of external talent that have previously been held
back due to lack of access to undergraduate education.
Pay Equity Internally, employees can now participate through MAPS
For fiscal year 2022, in the United States we have achieved (Medtronic Advancement Pathways and Skill-building) in
100% pay equity for gender for the third consecutive year undergraduate courses from top-tier universities to
and 100% pay equity for ethnically diverse employees. enhance or obtain new skills, at no cost to the employee.
Globally we have achieved 99% pay equity for gender. We Our change in approach has opened up opportunities for
are actively working to close any remaining pay gaps by employees who have been otherwise restricted from
continuing to expand the annual pay equity analyses for career advancement due to degree requirements.
each country we operate in.

PART I
Item 1 Business
Employee Engagement and Culture for our U.S. and Puerto Rico – based workforce. To help
limit exposure to the virus, we acted to ensure employees
Through our organizational health survey, we gain valuable in business-critical functions who cannot work from home
insight into the Medtronic employee experience and were protected, including those in research and
identify areas where we can improve in four key priority development, quality, manufacturing, distribution, and
areas: 1) Employee Engagement, 2) Inclusion, 3) sales. Personal protective equipment, increased sanitation,
Innovation, and 4) Ethics. In our most recent survey ending social distancing guidance, and facility updates (one-way
in the fourth quarter of fiscal year 2022, more than hallways, cafeteria partitions and extra sinks) were
77 percent of our employees responded. Medtronic provided to protect our employees.
carefully reviews and implements actions based on
employee feedback in order to partner and create an Medtronic has a comprehensive approach to providing
inclusive, innovative and supportive environment. robust support for our employees and their families not
only during the pandemic, but also in natural disasters, civil
To enable our transformation to be the global healthcare unrest and war, bereavement, and other challenging
technology leader, we introduced a reinvigorated and events. Along with other programs, the Medtronic
revived culture. The Medtronic Mindset builds on our core Employee Assistance Program and the Medtronic
values of integrity, quality, inclusion and collaboration. It Employee Emergency Assistance Fund have historically
urges us to act boldly, compete to win, move with speed supported employees and their families when faced with
and decisiveness, foster belonging, and deliver results… difficult times by providing a variety of services such as
the right way. Our renewed culture helps us meet the mental health, safety, and financial resources and support
needs of our patients and customers, and ensures our at no cost. These programs have proven invaluable in
Mission endures for many years to come. navigating our employees through unique challenge,
including in fiscal year 2022. The Medtronic Employee
Health & Safety Emergency Assistance Fund is supported by donations
from employees and the Medtronic Foundation, and over
As a large, global employer, it is our responsibility to the last five years has provided over $6 million in grants to
maintain a safe workplace and support the well-being of employees experiencing unexpected events creating a
our employees. Throughout the COVID-19 pandemic, we financial hardship.
have placed a high priority on employee health, providing
comprehensive benefits, accommodations and resources For more information on Human Capital Management at
to support our workforce through this challenging time. Medtronic, please refer to our 2021 Integrated
During fiscal year 2022, we offered on-site vaccinations to Performance Report(1) as well as Medtronic’s 2021 Global
our employees, enabling a vaccination rate of nearly 90% Inclusion, Diversity and Equity Report(1) available on our
company website.
CORPORATE SUSTAINABILITY GOALS

We see possibilities to further increase our positive impact Climate Stewardship; Product Stewardship; and Access &
in the world. We have identified three focus areas for our Innovation. More information about our ESG focus areas,
environmental, social, and governance (ESG) efforts to including progress we have made to date toward achieving
drive measurable impact on issues including: protecting them, is included in our Integrated Performance Report.(1)
our planet, accelerating access to healthcare technology,
and advancing ID&E. In early fiscal year 2022, we set new (1) The contents of our Integrated Performance Report
performance targets across the following areas: Patient and our Global Inclusion, Diversity, and Equity Report
Safety & Product Quality; Inclusion, Diversity & Equity; are referenced for general information only and are
not incorporated by reference in the Form 10-K.
OTHER FACTORS IMPACTING OUR OPERATIONS

COVID-19 Pandemic
The global COVID-19 pandemic, together with the Research and Development
preventative and precautionary measures taken by
businesses, communities, and governments, has impacted, The markets in which we participate are subject to rapid
and may continue to impact significant aspects of our technological advances. Constant improvement of existing
Company and business, including future procedural products and introduction of new products is necessary to
volumes, supply constraints, healthcare staffing, worker maintain market leadership. Our research and
absenteeism with our customers, suppliers, and in our own development (R&D) efforts are directed toward
operations and field teams, and resulting impacts on maintaining or achieving technological leadership in each
demand for our products and therapies. See “Item 1A. Risk of the markets we serve to help ensure that patients using
Factors” in this Annual Report on Form 10-K. our devices and therapies receive the most advanced and
effective treatment possible. We remain committed to

PART I
Item 1 Business
developing technological enhancements and new markets are the U.S., Western Europe, China, and Japan.
indications for existing products, and less invasive and new Emerging markets are an area of increasing focus and
technologies for new and emerging markets to address opportunity, as we believe they remain under-penetrated.
unmet patient needs. That commitment leads to our
Our marketing and sales strategy is focused on rapid, cost-
initiation and participation in hundreds of clinical trials
effective delivery of high-quality products to a diverse
each fiscal year as the demand for clinical and economic
group of customers worldwide. To achieve this objective,
evidence remains high. Furthermore, our development
our marketing and sales teams are organized around
activities are intended to help reduce patient care costs
physician specialties. This focus enables us to develop
and the length of hospital stays in the future. We have not
highly knowledgeable and dedicated sales representatives
engaged in significant customer or government-sponsored
who are able to foster strong relationships with physicians
research.
and other customers and enhance our ability to cross-sell
Our R&D activities include improving existing products and complementary products.
therapies, expanding their indications and applications for
use, developing new therapies and procedures, and We are not dependent on any single customer for more
entering into arrangements with third parties to fund the than 10 percent of our total net sales.
development of certain technologies. We continue to focus
on optimizing innovation, improving our R&D productivity,
driving growth in emerging markets, generating clinical
Competition, Industry, and Cost
evidence, and assessing our R&D programs based on their Containment
ability to address unmet clinical needs, produce better We compete in both the therapeutic and diagnostic
patient outcomes, and create new standards of care. medical markets in more than 150 countries throughout
the world. These markets are characterized by rapid
Intellectual Property change resulting from technological advances and
scientific discoveries. Our product lines face a mix of
We rely on a combination of patents, trademarks, competitors ranging from large manufacturers with
tradenames, copyrights, trade secrets, and agreements multiple business lines to small manufacturers offering a
(non-disclosure and non-competition agreements) to limited selection of products. In addition, we face
protect our business and proprietary technology. In competition from providers of other medical therapies,
addition, we have entered into exclusive and non-exclusive such as pharmaceutical companies.
licenses relating to a wide array of third-party technologies.
In the aggregate, these intellectual property assets and Major shifts in industry market share have occurred in
licenses are of material importance to our business; connection with product problems, physician advisories,
however, we believe that no single intellectual property safety alerts, results of clinical trials to support superiority
asset or license is material in relation to any segment of our claims, and publications about our products, reflecting the
business or to our business as a whole. importance of product quality, product efficacy and quality
systems in the medical device industry. In the current
We operate in an industry characterized by extensive environment of managed care, economically motivated
patent litigation. Patent litigation may result in significant customers, consolidation among healthcare providers,
damage awards and injunctions that could prevent the increased competition, declining reimbursement rates, and
manufacture and sale of affected products or result in national and provincial tender pricing, competitively priced
significant royalty payments in order to continue selling the product offerings are essential to our business. In order to
products. At any given time, we are involved as both a continue to compete effectively, we must continue to
plaintiff and a defendant in a number of patent create or acquire advanced technology, incorporate this
infringement actions, the outcomes of which may not be technology into proprietary products, obtain regulatory
known for prolonged periods of time. approvals in a timely manner, maintain high-quality
manufacturing processes, and successfully market these
Sales and Distribution products.
We sell our medical devices and therapies through a Government and private sector initiatives to limit the
combination of direct sales representatives and growth of healthcare costs, including price regulation,
independent distributors globally. Additionally, a portion competitive pricing, bidding and tender mechanics,
of the Company’s revenue is generated from consignment coverage and payment policies, comparative effectiveness
inventory maintained at hospitals. Our medical supply of therapies, technology assessments and managed-care
products are used primarily in hospitals, surgical centers, arrangements, are continuing in many countries where we
and alternate care facilities, such as home care and long- do business, including the U.S. These initiatives put
term care facilities, and are marketed to materials increased emphasis on the delivery of more cost-effective
managers, group purchasing organizations (GPOs) and medical devices and therapies. Government programs,
integrated delivery networks (IDNs). We often negotiate including Medicare and Medicaid, private healthcare
with GPOs and IDNs, which enter into supply contracts for insurance and managed-care plans have attempted to
the benefit of their member facilities. Our four largest control costs by limiting the amount of reimbursement they

PART I
Item 1 Business
will pay for particular procedures or treatments, tying known as pre-market notification or the 510(k) process,
reimbursement to outcomes, shifting to population health requires us to demonstrate that our medical device is
management, and other mechanisms. Hospitals, which substantially equivalent to a legally marketed medical
purchase our technology, are also seeking to reduce costs device. The second, more rigorous process, known as
through a variety of mechanisms, including, for example, pre-market approval, requires us to independently
centralized purchasing, and in some cases, limiting the demonstrate that a medical device is safe and effective for
number of vendors that may participate in the purchasing its intended use. This process is generally much more time-
program. Hospitals are also aligning interests with consuming and expensive than the 510(k) process.
physicians through employment and other arrangements,
In the E.U., a single regulatory approval process exists, and
such as gainsharing, where a hospital agrees with
conformity with the legal requirements is represented by
physicians to share any realized cost savings resulting from
the CE Mark. To obtain a CE Mark, defined products must
changes in practice patterns such as device
meet minimum standards of performance, safety, and
standardization. This has created an increased level of
quality (i.e., the essential requirements), and then,
price sensitivity among customers for our products.
according to their classification, comply with one or more
Production and Availability of Raw Materials of a selection of conformity assessment routes. The
competent authorities of the E.U. countries separately
We manufacture products at manufacturing facilities
regulate the clinical research for medical devices and the
located in various countries throughout the world. We
market surveillance of products once they are placed on
purchase many of the components and raw materials used
the market. A new Medical Device Regulation was
in manufacturing our products from numerous suppliers in
published by the E.U. in 2017 which imposes significant
various countries. Certain components and raw materials
additional pre-market and post-market requirements (EU
are available only from a sole supplier. We work closely
MDR). The regulation provided an implementation period
with our suppliers to help ensure continuity of supply while
and became effective on May 26, 2021. Medical devices
maintaining high quality and reliability. Generally, we have
marketed in the E.U. will require certification according to
been able to obtain adequate supplies of such raw
these new requirements, except that devices with valid CE
materials and components. However, due to the U.S. FDA’s
certificates, issued pursuant to the Medical Device
manufacturing requirements, we may not be able to
Directives before May 2020, can be placed on the market
quickly establish additional or replacement sources for
until May 2024.
certain components or materials if we experience a sudden
or unexpected reduction or interruption in supply and are The global regulatory environment is increasingly stringent
unable to develop alternative sources. and unpredictable. While harmonization of global
For additional information related to our manufacturing regulations has been pursued, requirements continue to
facilities refer to “Item 2. Properties” in this Annual Report differ significantly among countries. We expect this global
on Form 10-K. regulatory environment will continue to evolve, which
could impact the cost, the time needed to approve, and
Government Regulation ultimately, our ability to maintain existing approvals or
Our operations and products are subject to extensive obtain future approvals for our products. Regulations of the
regulation by numerous government agencies, including U.S. FDA and other regulatory agencies in and outside the
the U.S. FDA, European regulatory authorities such as the U.S. impose extensive compliance and monitoring
Medicines and Healthcare Products Regulatory Agency in obligations on our business. These agencies review our
the United Kingdom Republic of Ireland and the Federal design and manufacturing practices, labeling, record
Institute for Drugs and Medical Devices in Germany, the keeping, and manufacturers’ required reports of adverse
China National Medical Product Administration (NMPA), experiences and other information to identify potential
and other government agencies inside and outside the U.S. problems with marketed medical devices. We are also
To varying degrees, each of these agencies requires us to subject to periodic inspections for compliance with
comply with laws and regulations governing the applicable quality system regulations, which govern the
development, testing, manufacturing, labeling, marketing, methods used in, and the facilities and controls used for,
distribution and post-marketing surveillance of our the design, manufacture, packaging, and servicing of
products. Our business is also affected by patient and data finished medical devices intended for human use. In
privacy laws and government payer cost containment addition, the U.S. FDA and other regulatory bodies, both in
initiatives, as well as environmental health and safety laws and outside the U.S. (including the Federal Trade
and regulations. Commission, the Office of the Inspector General of the
Department of Health and Human Services, the U.S.
Product Approval and Monitoring Department of Justice, and various state Attorneys
General), monitor the promotion and advertising of our
Many countries where we sell medical devices subject such
products. Any adverse regulatory action, depending on its
medical devices and technologies to their own approval
magnitude, may limit our ability to effectively market and
and other regulatory requirements regarding performance,
sell our products, limit our ability to obtain future
safety, and quality of our products. Authorization to
pre-market approvals or result in a substantial modification
commercially distribute a new medical device in the U.S. is
to our business practices and operations. For additional
generally obtained in one of two primary ways. The first,

PART I
Item 1 Business
information, see “Item 1A. Risk Factors” We are subject to confidentiality and breach notification laws at the State
extensive and complex laws and governmental regulations Level, Federal Level, and International Level. Examples of
and any adverse regulatory action may materially adversely those laws include the Health Insurance and Portability Act
affect our financial condition and business operations. of 1996 (HIPAA), as amended, and the Health Information
Technology for Economic and Clinical Health Act of 2009
Trade Regulations (HITECH) in the U.S., the Global Data Protection Regulation
The movement of products, services, and investment (GDPR) within the European Union, and various other
across borders subjects us to extensive trade regulations. A country specific requirements around the world.
variety of laws and regulations in the countries in which we
Because the laws and regulations continue to expand,
transact business apply to the sale, shipment and provision
differ from jurisdiction to jurisdiction, and are subject to
of goods, services and technology across borders. These
evolving (and at times inconsistent) governmental
laws and regulations govern, among other things, our
interpretation, compliance with these laws and regulations
import, export and other business activities. We are also
may require significant additional cost expenditures or
subject to the risk that these laws and regulations could
changes in products or business that increase competition
change in a way that would expose us to additional costs,
or reduce revenue. Noncompliance could result in the
penalties or liabilities. Some governments also impose
imposition of fines, penalties, or orders to stop
economic sanctions against certain countries, persons or
noncompliant activities, or withdrawal of non-compliant
entities. In addition to our need to comply with such
products from a market.
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 Regulations Governing Reimbursement
items to customers and end-users. If we, or the third parties
The delivery of our devices is subject to regulation by the
through which we do business, are not in compliance with
U.S. Department of Health and Human Services (HHS) and
applicable import, export control or economic sanctions
comparable state and non-U.S. agencies responsible for
laws and regulations, we may be subject to civil or criminal
reimbursement and regulation of healthcare items and
enforcement action, and varying degrees of liability. Such
services. U.S. laws and regulations are imposed primarily in
actions may disrupt or delay sales of our products or
connection with federally funded healthcare programs,
services or result in restrictions on our distribution and
such as the Medicare and Medicaid programs, as well as
sales of products or services that may materially impact our
the government’s interest in regulating the quality and cost
business.
of healthcare. Other governments also impose regulations
Anti-Boycott Laws in connection with their healthcare reimbursement
programs and the delivery of healthcare items and
Under U.S. laws and regulations, U.S. companies and their services.
subsidiaries and affiliates outside the U.S. are prohibited
from participating or agreeing to participate in U.S. federal healthcare laws apply when we or customers
unsanctioned foreign boycotts in connection with certain submit claims for items or services that are reimbursed
business activities, including the sale, purchase, transfer, under federally-funded healthcare programs, including
shipping or financing of goods or services within the U.S. laws related to kickbacks, false claims, self-referrals or
or between the U.S. and countries outside of the U.S. If we, other healthcare fraud. There are often similar state false
or certain third parties through which we sell or provide claims, anti-kickback, and anti-self-referral and insurance
goods or services, violate anti-boycott laws and laws that apply to state Medicaid and other healthcare
regulations, we may be subject to civil or criminal programs and private third-party payers. In addition, as a
enforcement action and varying degrees of liability. manufacturer of U.S. FDA-approved devices reimbursable
by federal healthcare programs, we are subject to the
Data Privacy and Security Laws and Regulations Physician Payments Sunshine Act, which requires us to
As a business with a significant global footprint, annually report certain payments and other transfers of
compliance with evolving regulations and standards in value we make to U.S.-licensed physicians or U.S. teaching
data privacy and cybersecurity has resulted, and may hospitals. Any failure to comply with these laws and
continue to result, in increased costs, new compliance regulations could subject us or our officers and employees
challenges, and the threat of increased regulatory to criminal and civil financial penalties.
enforcement activity. Our business relies on the secure Implementation of legislative or regulatory reforms to
electronic transmission, storage and hosting of sensitive reimbursement systems, or adverse decisions relating to
information, including personal information, protected our products by administrators of these systems in
health information, financial information, intellectual coverage or reimbursement, could significantly reduce
property and other sensitive information related to our reimbursement or result in the denial of coverage, which
customers and workforce. could have an impact on the acceptance of and demand
Our global operational footprint comes with the obligation for our products and the prices that our customers are
for compliance and adherence to individual data security, willing to pay for them.

PART I
Item 1A Risk Factors
Environmental Health and Safety Laws Conduct (including our Code of Ethics for Senior Financial
Officers and any related amendments or waivers), Code of
We are also subject to various environmental health and Business Conduct and Ethics for Members of the Board of
safety laws and regulations both within and outside the Directors, and information concerning our executive
U.S. Like other companies in our industry, our officers, directors and Board committees (including
manufacturing and other operations involve the use and committee charters) is available through our website at
transportation of substances regulated under www.medtronic.com under the “Our Company –
environmental health and safety laws including those Governance” caption. Information relating to transactions
related to the transportation of hazardous materials. in Medtronic securities by directors and officers is available
through our website at www.medtronic.com under the
Available Information “Our Company – Investors” caption and the “Financials –
SEC Filings” subcaption.
We maintain a website at www.medtronic.com. Our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Our website and the information contained on or
Current Reports on Form 8-K, and amendments to those connected to our website are not incorporated by
reports filed or furnished pursuant to Section 13(a) or 15(d) reference into this Form 10-K.
of the Securities Exchange Act of 1934, as amended
The SEC maintains a website that contains reports, proxy
(Exchange Act) are made available under the “Our
and information statements, and other information
Company – Investors” caption and “Financials – SEC Filings”
regarding issuers, including the Company, that file
subcaption of our website as soon as reasonably
electronically with the SEC. The public may obtain any
practicable after we electronically file them with, or furnish
documents that we file with the SEC at http://www.sec.gov.
them to, the Securities and Exchange Commission (SEC).
We file annual reports, quarterly reports, proxy statements,
Information relating to our corporate governance, and other documents with the SEC under the Exchange Act.
including our Principles of Corporate Governance, Code of
Item 1A. Risk Factors

Investing in our securities involves a variety of risks and introduction of reprocessed products or generic versions
uncertainties, known and unknown, including, among when our proprietary products lose their patent protection
others, those discussed below. Each of the following risks may make our existing or planned products less
should be carefully considered, together with all the other competitive. In addition, we face competition from
information included in this Annual Report on Form 10-K, providers of alternative medical therapies, such as
including our consolidated financial statements and the pharmaceutical companies.
related notes and in our other filings with the SEC.
We believe our ability to compete depends upon many
Furthermore, additional risks and uncertainty not presently
factors both within and beyond our control, including:
known to us or that we currently believe to be immaterial
may also adversely affect our business. Our business, 䡲 product performance and reliability,
results of operations, financial condition, and cash flow and
䡲 product technology and innovation,
prospects could be materially and adversely affected by
any of these risks or uncertainties. 䡲 product quality and safety,
䡲 breadth of product lines,
Business and Operational Risks 䡲 product support services,
We operate in a highly competitive industry 䡲 customer support,
and we may be unable to compete 䡲 cost-effectiveness and price,
effectively. 䡲 reimbursement approval from healthcare insurance
We compete in both the therapeutic and diagnostic providers, and
medical markets in more than 150 countries throughout
䡲 changes to the regulatory environment.
the world. These markets are characterized by rapid
change resulting from technological advances and Competition may increase as additional companies enter
scientific discoveries. In the product lines in which we our markets or modify their existing products to compete
compete, we face a range of competitors from large directly with ours. In addition, academic institutions,
companies with multiple business lines to small, governmental agencies and other public and private
specialized manufacturers that offer a limited selection of research organizations also may conduct research, seek
niche products. Development by other companies of new patent protection and establish collaborative arrangements
or improved products, processes, technologies, or the for discovery, research, clinical development and

PART I
marketing of products similar to ours. These companies Together with the preventative and precautionary
and institutions compete with us in recruiting and retaining measures being taken, as well as the corresponding need
qualified scientific and management personnel, as well as to adapt to new and improved methods of conducting
in acquiring necessary product technologies. From time to business, such as increased remote monitoring, COVID-19
time we have lost, and may in the future lose, market share is having, and may continue to have, an adverse impact on
in connection with product problems, physician advisories, certain aspects of our Company and business, including
safety alerts and publications about our products, which the demand for and supply of certain of our products,
highlights the importance of product quality, product operations, supply chains and distribution systems, impacts
efficacy and quality systems to our business. In the current or delays to product development milestones, clinical
environment of managed care, consolidation among trials, or regulatory clearances and approval timing, and
healthcare providers, increased competition, declining our ability to generate cash flow, and may have an adverse
reimbursement rates, and national and provincial tender impact on our ability to access capital. Some of our
pricing, as recently experienced in China, competitively products are more sensitive to reductions in deferrable
priced product offerings are essential to our success. and emergent medical procedures, and, as hospital
Further, our continued growth and success depend on our systems prioritize treatment of COVID-19 patients and
ability to develop, acquire and market new and otherwise comply with government guidelines, certain
differentiated products, technologies and intellectual medical procedures have been and may continue to be
property, and as a result we also face competition for suspended or postponed. It is not possible to predict the
marketing, distribution, and collaborative development timing of deferrable medical procedures and, to the extent
agreements, establishing relationships with academic and individuals and hospital systems de-prioritize, delay or
research institutions and licenses to intellectual property. In cancel these procedures, or if unemployment or loss of
order to continue to compete effectively, we must continue insurance coverage adversely impacts an individual’s
to create, invest in or acquire advanced technology, ability to pay for our products and services, our business,
incorporate this technology into our proprietary products, results of operations, financial condition, and cash flows
obtain regulatory approvals in a timely manner, and could continue to be negatively affected. Further, the
manufacture and successfully market our products. Given COVID-19 pandemic has strained hospital systems around
these factors, we cannot guarantee that we will be able to the world, resulting in adverse financial impacts to those
compete effectively or continue our level of success. systems that could result in reduced future expenditures
for certain capital equipment and other products and
The ongoing global COVID-19 pandemic services we provide, as well as potential disruption of
product launches of our recently approved products.
has had, and may continue to have, an
adverse effect on certain aspects of our A number of our global suppliers, vendors, and distributors
have been adversely affected by the COVID-19 pandemic,
business, results of operations, financial including employee absenteeism. These impacts could
condition and cash flows. The nature and impair our ability to move our products through
extent of future impacts are highly uncertain distribution channels to end customers, and any such delay
and unpredictable. or shortage in the supply of components or materials may
result in our inability to satisfy consumer demand for
Our global operations and interactions with healthcare certain of our products in a timely manner or at all, which
systems, providers and patients around the world expose could harm our reputation, future sales and profitability.
us to risks associated with public health crises, including
epidemics and pandemics such as COVID-19. In particular, COVID-19 has impacted and may further impact the global
the continuing preventative and precautionary measures economy and capital markets, including by negatively
that we and other businesses, communities, and impacting demand for a number of our products, access to
governments have taken to mitigate the spread of the capital markets (including the commercial paper market),
disease has led to restrictions on, disruptions in, and other foreign currency exchange rates, and interest rates, each of
related impacts on business and personal activities, which may adversely impact our business and liquidity. We
including reduced customer demand for certain of our could experience loss of sales and profits due to delayed
products and has resulted in many of our employees payments or insolvency of healthcare professionals,
working remotely. We expect medical procedure rates to hospitals and other customers, suppliers and vendors
continue to vary by therapy and country, and could be facing liquidity issues. As a result, we may be compelled to
impacted by regional COVID-19 case volumes, healthcare take additional measures to preserve our cash flow.
system staffing shortages, patient’s willingness to schedule COVID-19 could adversely impact our ability to retain key
deferrable procedures, travel restrictions, transportation employees and the continued service and availability of
limitations, quarantine restrictions, vaccine and booster skilled personnel necessary to run our complex productions
immunization rates, and new COVID-19 variants. While and operations, including our executive officers and other
COVID-19 case volumes appear to be decreasing in the key members of our management team.
U.S and certain other countries as a result of higher
vaccination rates, the global COVID-19 outlook remains While the impact of COVID-19 has had, and may continue
uncertain as new variants emerge. to have, an adverse effect on our business, results of

PART I
operations, financial condition and cash flows, the nature pandemics, such as the COVID-19 pandemic, and actions
and extent of such impact is highly uncertain and by businesses, communities and governments in response,
unpredictable, as we cannot predict with confidence the could lead to launch delays, product shortage,
duration of the pandemic. unanticipated costs, lost revenues and damage to our
reputation. For example, in the past we have experienced a
global information technology systems interruption that
Reduction or interruption in supply or other affected our customer ordering, distribution, and
manufacturing difficulties may adversely manufacturing processes, and we have been adversely
affect our manufacturing operations and impacted by, and may continue to be adversely impacted
related product sales. by, the global COVID-19 pandemic and the responses of
governments and of our partners, including suppliers,
The manufacture of our products requires the timely manufacturers, distributors and other businesses.
delivery of a sufficient amount of quality components and Furthermore, any failure to identify and address
materials and is highly exacting and complex, due in part to manufacturing problems prior to the release of products to
strict regulatory requirements. We manufacture the majority our customers could result in quality or safety issues.
of our products and procure important third-party services,
such as sterilization services, at numerous facilities In addition, many of our products require sterilization
worldwide. We purchase many of the components, raw before sale and several of our key products are
materials and services needed to manufacture these manufactured or sterilized at a particular facility, with limited
products from numerous suppliers in various countries. We alternate facilities. If an event occurs that results in damage
seek to maintain continuity of supply by use of multiple to or closure of one or more of such facilities, such as the
options for sourcing where possible. We have generally Illinois Environmental Protection Agency’s decision to close
been able to obtain adequate supplies of such raw a supplier’s sterilization facility in February 2019, we may be
materials, components and services, although global unable to manufacture or sterilize the relevant products to
shortages of certain components such as semiconductors the required quality specifications or at all. Because of the
and resins have recently caused, and may in the future time required to approve and license a manufacturing or
cause, disruptions to our product manufacturing supply sterilization facility, a third-party may not be available on a
chain. In addition, for reasons of quality assurance, cost timely basis to replace production capacity in the event
effectiveness, or availability, certain components, raw manufacturing or sterilization capacity is lost.
materials and services needed to manufacture our products
are obtained from a sole supplier. Although we work closely Our research and development efforts rely
with our suppliers to try to ensure continuity of supply while
maintaining high quality and reliability, the supply of these
upon investments and investment
components, raw materials and services may be interrupted collaborations, and we cannot guarantee
or insufficient. In addition, due to the stringent regulations that any previous or future investments or
and requirements of regulatory agencies, including the U.S. investment collaborations will be successful.
FDA, regarding the manufacture of our products, we may
not be able to quickly establish additional or replacement Our Mission is to provide a broad range of therapies to
sources. Additionally, many regulatory agencies are restore patients to fuller, healthier lives, which requires a
imposing regulatory requirements on safe use of chemicals wide variety of technologies, products and capabilities.
and their potential impact on health and the environment The rapid pace of technological development in the
which also may impact supply constraints. Furthermore, the medical industry and the specialized expertise required in
prices of commodities and other materials used in our different areas of medicine make it difficult for one
products, which are often volatile and outside of our company alone to develop a broad portfolio of
control, could adversely impact our supply. We use resins, technological solutions. In addition to internally generated
other petroleum-based materials and pulp as raw materials growth through our research and development efforts,
in some of our products, and the prices of oil and gas also historically we have relied, and expect to continue to rely,
significantly affect our costs for freight and utilities. A upon investments and investment collaborations to
reduction or interruption in supply, and an inability to provide us access to new technologies both in areas
develop alternative sources for such supply, could served by our existing businesses as well as in new areas.
adversely affect our ability to manufacture our products in a
timely or cost-effective manner and could result in lost sales. We expect to make future investments where we believe
that we can stimulate the development or acquisition of
Other disruptions in the manufacturing process or product new technologies and products to further our strategic
sales and fulfillment systems for any reason, including objectives and strengthen our existing businesses.
equipment malfunction, failure to follow specific protocols Investments and investment collaborations in and with
and procedures, supplier facility shut-downs, defective raw medical technology companies are inherently risky, and we
materials, natural disasters such as hurricanes, tornadoes, cannot guarantee that any of our previous or future
earthquakes, or wildfires, property damage or facility investments or investment collaborations will be successful
closures from riots or public protests, and other or will not materially adversely affect our business, results of
environmental factors and the impact of epidemics or operations, financial condition and cash flows.

PART I
The continuing development of many of our expenses and involve significant amounts of management’s
time that cannot then be dedicated to other projects. Our
products depends upon us maintaining strong failure to manage and coordinate the growth of acquired
relationships with healthcare professionals. companies successfully could also have an adverse impact on
If we fail to maintain our working relationships with our business. Further, acquired businesses may have
healthcare professionals, many of our products may not be liabilities, or be subject to claims, litigation or investigations
developed and marketed in line with the needs and that we did not anticipate or which exceed our estimates at
expectations of the professionals who use and support our the time of the acquisition. In addition, we cannot be certain
products, which could cause a decline in our earnings and that the businesses we acquire will become profitable or
profitability. The research, development, marketing and sales remain so. Factors that will affect the success of our
of many of our new and improved products depends on our acquisitions include:
maintaining working relationships with healthcare 䡲 the presence or absence of adequate internal controls
professionals. We rely on these professionals to provide us and/or significant fraud in the financial systems of
with considerable knowledge and experience regarding the acquired companies,
development, marketing and sale of our products. Physicians
assist us as researchers, marketing and product consultants, 䡲 our ability or inability to integrate information
inventors and public speakers. In addition, as a result of the technology systems of acquired companies in a secure
COVID-19 pandemic, our access to these professionals has and reliable manner,
been limited at times, and travel restrictions, shutdowns and 䡲 liabilities, claims, litigation, investigations, or other
similar measures have impacted our ability to maintain these adverse developments relating to acquired businesses
relationships, thereby affecting our ability to develop, market or the business practices of acquired companies,
and sell new and improved products. If we are unable to including investigations by governmental entities,
maintain strong relationships with these professionals, the potential FCPA or product liability claims or other
development and marketing of our products could suffer, unanticipated liabilities,
which could have a material adverse effect on our business,
results of operations, financial condition, and cash flows. 䡲 any decrease in customer loyalty and product orders
caused by dissatisfaction with the combined companies’
product lines and sales and marketing practices,
We have debt obligations that create risk. including price increases,
We are required to use a portion of our operating cash flow to 䡲 our ability to retain key employees, and
pay interest or principal on our outstanding indebtedness
instead of for other corporate purposes, including funding 䡲 the ability to achieve synergies among acquired
future expansion of our business. We may also incur companies, such as increasing sales of the integrated
additional indebtedness in the future to supplement our company’s products, achieving cost savings, and
existing liquidity and cash generated from operations to effectively combining technologies to develop new
satisfy our needs for working capital and capital expenditures, products.
to pursue growth initiatives, and to make returns of capital to
We also could experience negative effects on our business,
shareholders. At the time we incur such additional
results of operations, financial condition, and cash flows
indebtedness, or refinance or restructure existing
from acquisition-related charges, amortization of intangible
indebtedness, we may be unable to obtain capital market
assets and asset impairment charges.
financing with similar terms and currency denomination, 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 Legal and Regulatory Risks
outstanding will fluctuate based on several factors including
foreign currency exchange rate and interest rate movements. We are subject to extensive and complex
laws and governmental regulations and any
Failure to integrate acquired businesses into adverse regulatory action may materially
our operations successfully, as well as liabilities adversely affect our financial condition and
or claims relating to such acquired businesses, business operations.
could adversely affect our business.
Our medical devices and technologies, as well as our
As part of our strategy to develop and identify new products business activities, are subject to a complex set of
and technologies, we have made several significant regulations and rigorous enforcement, including by the
acquisitions in recent years, and may make additional U.S. FDA, U.S. Department of Justice, Health and Human
acquisitions in the future. Our integration of the operations of Services-Office of the Inspector General, and numerous
acquired businesses requires significant efforts, including the other federal, state, and non-U.S. governmental authorities.
coordination of information technologies, research and To varying degrees, each of these agencies requires us to
development, sales and marketing, operations, comply with laws and regulations governing the
manufacturing, and finance. These efforts result in additional development, testing, manufacturing, labeling, marketing

PART I
and distribution of our products. As a part of the regulatory information from state and federal governmental agencies,
process of obtaining marketing clearance for new products and while these investigations typically relate primarily to
and new indications for existing products, we conduct and financial arrangements with healthcare providers,
participate in numerous clinical trials with a variety of study regulatory compliance and product promotional practices,
designs, patient populations, and trial endpoints. we cannot predict the timing, outcome or impact of any
Unfavorable clinical data from existing or future clinical such investigations. Any adverse outcome in one or more
trials may adversely impact our ability to obtain product of these investigations could include the commencement
approvals, our position in, and share of, the markets in of civil and/or criminal proceedings, substantial fines,
which we participate, and our business, results of penalties, and/or administrative remedies, including
operations, financial condition, and cash flows. We cannot exclusion from government reimbursement programs and/
guarantee that we will be able to obtain or maintain or entry into Corporate Integrity Agreements (CIAs) with
marketing clearance for our new products or governmental agencies. In addition, resolution of any of
enhancements or modifications to existing products, and these matters could involve the imposition of additional,
the failure to maintain approvals or obtain approval or costly compliance obligations. These potential
clearance could have a material adverse effect on our consequences, as well as any adverse outcome from
business, results of operations, financial condition and cash government investigations, could have a material adverse
flows. Even if we are able to obtain approval or clearance, it effect on our business, results of operations, financial
may: condition, and cash flows.
䡲 take a significant amount of time, In addition, the U.S. FDA has taken the position that device
manufacturers are prohibited from promoting their
䡲 require the expenditure of substantial resources, products other than for the uses and indications set forth in
䡲 involve stringent clinical and pre-clinical testing, as well the approved product labeling, and any failure to comply
as increased post-market surveillance, could subject us to significant civil or criminal exposure,
administrative obligations and costs, and/or other potential
䡲 involve modifications, repairs or replacements of our penalties from, and/or agreements with, the federal
products, and government.
䡲 limit the proposed uses of our products. Governmental regulations in the U.S. and outside the U.S.
are constantly changing and may become increasingly
Both before and after a product is commercially released,
stringent. In the European Union, for example, the Medical
we have ongoing responsibilities under the U.S. FDA and
Device Regulation which became effective in May 2021
other applicable non-U.S. government agency regulations.
includes significant additional pre-market and post-market
For instance, many of our facilities and procedures and
requirements. Penalties for regulatory non-compliance
those of our suppliers are also subject to periodic
could be severe, including fines and revocation or
inspections by the U.S. FDA to determine compliance with
suspension of a company’s business license, mandatory
applicable regulations. The results of these inspections can
price reductions and criminal sanctions. The development
include inspectional observations on the U.S. FDA’s
and implementation of future laws and regulations may
Form-483, warning letters, or other forms of enforcement.
have a material adverse effect on us.
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 Our failure to comply with laws and
unreasonable health risk, the U.S. FDA could ban such regulations relating to reimbursement of
medical products, detain or seize adulterated or
misbranded medical products, order a recall, repair,
healthcare goods and services may subject
replacement, or refund of such products, refuse to grant us to penalties and adversely impact our
pending pre-market approval applications or require reputation, business, results of operations,
certificates of non-U.S governments for exports, and/or financial condition and cash flows.
require us to notify health professionals and others that the
devices present unreasonable risks of substantial harm to Our devices, products and therapies are purchased
the public health. The U.S. FDA and other non-U.S. principally by hospitals or physicians that typically bill
government agencies may also assess civil or criminal various third-party payers, such as governmental
penalties against us, our officers or employees and impose healthcare programs (e.g., Medicare, Medicaid and
operating restrictions on a company-wide basis. The U.S. comparable non-U.S. programs), private insurance plans
FDA may also recommend prosecution to the U.S. and managed care plans, for the healthcare services
Department of Justice. Any adverse regulatory action, provided to their patients. The ability of our customers to
depending on its magnitude, may restrict us from obtain appropriate reimbursement for products and
effectively marketing and selling our products and limit our services from third-party payers is critical because it affects
ability to obtain future pre-market clearances or approvals, which products customers purchase and the prices they
and could result in a substantial modification to our are willing to pay. As a result, our devices, products and
business practices and operations. Furthermore, we therapies are subject to regulation regarding quality and
occasionally receive subpoenas or other requests for

PART I
cost by HHS, including the Centers for Medicare & future products, or that enforcement actions to protect our
Medicaid Services (CMS), as well as comparable state and patent and proprietary rights against others could be
non-U.S. agencies responsible for reimbursement and unsuccessful, any of which could have a material adverse
regulation of health are goods and services, including laws impact on our business, results of operations, financial
and regulations related to kickbacks, false claims, self- condition, and cash flows. In addition, any public
referrals and healthcare fraud. Many states have similar announcements related to litigation or administrative
laws that apply to reimbursement by state Medicaid and proceedings initiated or threatened against us could cause
other funded programs as well as in some cases to all our stock price to decline.
payers. In certain circumstances, insurance companies
While we intend to defend against any threats to our
attempt to bring a private cause of action against a
intellectual property, our patents, trademarks, tradenames,
manufacturer for causing false claims. In addition, as a
copyrights, trade secrets or agreements (such as
manufacturer of U.S. FDA-approved devices reimbursable
employee, non-disclosure and non-competition
by federal healthcare programs, we are subject to the
agreements) may not adequately protect our intellectual
Physician Payments Sunshine Act, which requires us to property. Further, pending patent applications may not
annually report certain payments and other transfers of result in patents being issued to us, patents issued to or
value we make to U.S.-licensed physicians or U.S. teaching licensed by us may be challenged or circumvented by
hospitals. Any failure to comply with these laws and competitors and such patents may be found invalid,
regulations could subject us or our officers and employees unenforceable or too limited in scope to protect our
to criminal and civil financial penalties. technology or provide us with any competitive advantage.
We are also subject to risks relating to changes in In addition, our patents will expire over time, our ability to
government and private medical reimbursement programs protect novel business models is uncertain, and
and policies, and changes in legal regulatory requirements infringement may go undetected. Third parties could
in the U.S. and around the world. Implementation of further obtain patents that may require us to negotiate licenses to
legislative or administrative reforms to these conduct our business, and such licenses may not be
reimbursement systems, or adverse decisions relating to available on reasonable terms or at all. In addition, license
coverage of or reimbursement for our products by agreements could be terminated. We also rely on
administrators of these systems, could have an impact on non-disclosure and non-competition agreements with
the acceptance of and demand for our products and the certain employees, consultants and other parties to
prices that our customers are willing to pay for them. 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
We are substantially dependent on patent breach, that others will not independently develop
and other proprietary rights and failing to substantially equivalent proprietary information, or that
third parties will not otherwise gain access to our trade
protect such rights or to be successful in
secrets or proprietary knowledge.
litigation related to our rights or the rights of
In addition, the laws of certain countries in which we
others may result in our payment of market or manufacture some of our products do not
significant monetary damages and/or protect our intellectual property rights to the same extent
royalty payments, negatively impacting our as the laws of the U.S., which could make it easier for
ability to sell current or future products. competitors to capture market position. Competitors also
may harm our sales by designing products that
We are substantially dependent on patent and other substantially mirror the capabilities of our products or
proprietary rights and rely on a combination of patents, technology without infringing our intellectual property
trademarks, tradenames, copyrights, trade secrets, and rights. If we are unable to protect our intellectual property
agreements (such as employee, non-disclosure and in these countries, it could have a material adverse effect
non-competition agreements) to protect our business and on our business, results of operations, financial condition,
proprietary intellectual property. We also operate in an and cash flows.
industry characterized by extensive patent litigation. Patent
litigation can result in significant damage awards and Quality problems could lead to recalls or
injunctions that could prevent our manufacture and sale of
affected products or require us to pay significant royalties safety alerts, product liability claims,
in order to continue to manufacture or sell affected reputational harm, adverse verdicts or costly
products. At any given time, we are generally involved as settlements, and could have a material
both a plaintiff and a defendant in a number of patent
infringement actions, the outcomes of which may not be
adverse effect on our business, results of
known for prolonged periods of time. While it is not operations, financial condition and cash
possible to predict the outcome of patent litigation, it is flows.
possible that the results of such litigation could require us
to pay significant monetary damages and/or royalty Quality is extremely important to us and our customers due
payments, negatively impact our ability to sell current or to the impact on patients, and the serious and potentially

PART I
costly consequences of adverse product performance. Our and proposals by several governments, regulators and
business exposes us to potential product liability risks that third-party payers globally, including the U.S. federal and
are inherent in the design, manufacture, and marketing of state governments, to control these costs and, more
medical devices. In addition, many of our products are generally, to reform healthcare systems. Certain of these
often used in intensive care settings with seriously ill actions and proposals, among other things, limit the prices
patients and some of the medical devices we manufacture we are able to charge for our products or the amounts of
and sell are designed to be implanted in the human body reimbursement available for our products and could limit
for long periods of time or indefinitely. Component failures, the acceptance and availability of our products. These
manufacturing nonconformances, design defects, off-label actions and proposals could have a material adverse effect
use, or inadequate disclosure of product-related risks or on our business, results of operations, financial condition
product-related information with respect to our products, if and cash flows.
they were to occur, could result in an unsafe condition or
injury to, or death of, a patient. These problems could lead We rely on the proper function, security and
to recall of, or issuance of a safety alert relating to, our availability of our information technology
products, and could result in product liability claims and systems and data, as well as those of third
lawsuits, including class actions, which could ultimately
result, in certain cases, in the removal from the body of such parties throughout our global supply chain,
products and claims regarding costs associated therewith. to operate our business, and a breach,
Due to the strong name recognition of the Medtronic cyber-attack or other disruption to these
brand, a material adverse event involving one of our
products could result in diminished market acceptance and
systems or data could materially and
demand for all products within that brand, and could harm adversely affect our business, results of
our reputation and ability to market products in the future. operations, financial condition, cash flows,
Further, we may be exposed to additional potential product reputation or competitive position.
liability risks related to products designed, manufactured
We are increasingly dependent on sophisticated
and/or marketed in response to the COVID-19 pandemic,
information technology systems to operate our business.
and unpredictable or accelerated changes in demand for
That technology includes systems that could be used to
certain of our products in connection with COVID-19 and its
process, transmit and store sensitive data. Additionally,
related impacts could impact development and production
many of our products and services include integrated
of products and services and could increase the risk of
software and information technology that collects data
regulatory enforcement actions, product defects or related
regarding patients or connects to other internal systems.
claims, as well as adversely impact our customer
One of the most prevalent attacks on large organizations
relationships and reputation.
has been ransomware which can have a devastating impact
Strong product quality is critical to the success of our on an organization’s operations. We have invested in
goods and services. If we fall short of these standards and ransomware readiness in the pursuit of both prevention
our products are the subject of recalls or safety alerts, our and rapid response to a ransomware event. Like all
reputation could be damaged, we could lose customers organizations, we routinely experience attempted
and our revenue and results of operations could decline. interference with the integrity of, and interruptions in, our
Our success also can depend on our ability to manufacture technology systems via events such as cyber-attacks,
to exact specification precision-engineered components, malicious intrusions, or other breakdowns. The
subassemblies and finished devices from multiple consequences could mean data breaches, interference
materials. If our components fail to meet these standards with the integrity of our products and data, compromise of
or fail to adapt to evolving standards, our reputation, intellectual property or other proprietary information, or
competitive advantage and market share could be harmed. other significant disruptions. Furthermore, we rely on third-
In certain situations, we may undertake a voluntary recall of party vendors to supply and/or support certain aspects of
products or temporarily shut down production lines based our information technology systems and resulting
on performance relative to our own internal safety and products. As we have seen with recent “Supply Chain
quality monitoring and testing data. Attacks,” these third-party systems could also become
vulnerable to cyber-attack, malicious intrusions,
Any of the foregoing problems, including future product breakdowns, interference, or other significant disruptions,
liability claims or recalls, regardless of their ultimate and may contain defects in design or manufacture or other
outcome, could harm our reputation and have a material problems that could result in system disruption or
adverse effect on our business, results of operations, compromise the information security of our own systems.
financial condition and cash flows. The Russia-Ukraine conflict may increase cybersecurity risks
on a global basis. Lastly, we continue to grow in part
Healthcare policy changes may have a through new business acquisitions and, as a result, may
material adverse effect on us. face risks associated with defects and vulnerabilities in their
systems, or difficulties or other breakdowns or disruptions
In response to perceived increases in healthcare costs in in connection with the integration of the acquisitions into
recent years, there have been and continue to be actions our information technology systems.

PART I
Our worldwide operations mean that we are subject to prohibit companies and their intermediaries from making
laws and regulations, including data protection and improper payments to government officials for the
cybersecurity laws and regulations, in many jurisdictions. purpose of obtaining or retaining business. Because of the
The variety of U.S. and international privacy and predominance of government-administered healthcare
cybersecurity laws and regulations impacting our systems in many jurisdictions around the world, many of
operations are described in “Item 1. Business” – Other our customer relationships outside of the U.S. are with
Factors Impacting Our Operations – Data Privacy and governmental entities and are therefore potentially subject
Security Laws and Regulations. Any data security breaches, to such laws. We also participate in public-private
cyber-attacks, malicious intrusions or significant disruptions partnerships and other commercial and policy
could result in actions by regulatory bodies and/or civil arrangements with governments around the globe.
litigation, any of which could materially and adversely Global enforcement of anti-corruption laws has increased
affect our business, results of operations, financial in recent years, including investigations and enforcement
condition, cash flows, reputation, or competitive position. proceedings leading to assessment of significant fines and
In addition, our information technology systems require an penalties against companies and individuals. Our
ongoing commitment of significant resources to maintain, international operations create a risk of unauthorized
protect, and enhance existing systems and develop new payments or offers of payments by one of our employees,
systems. This enables us to keep pace with continuing consultants, sales agents, or distributors. We maintain
changes in information processing technology, evolving legal policies and programs to implement safeguards to educate
and regulatory standards, the increasing need to protect our employees and agents on these legal requirements,
patient and customer information, changes in the techniques and to prevent and prohibit improper practices. However,
used to obtain unauthorized access to data and information existing safeguards and any future improvements may not
systems, and the information technology needs associated always be effective, and our employees, consultants, sales
with our changing products and services. There can be no agents or distributors may engage in conduct for which we
assurance that our extensive efforts (including, but not limited could be held responsible. In addition, regulators could
to, consolidating, protecting, upgrading, and expanding our seek to hold us liable for conduct committed by companies
systems and capabilities, continuing to build security into the in which we invest or that we acquire. Any alleged or actual
design of our products, and developing new systems to keep violations of these regulations may subject us to
pace with continuing changes in information processing government scrutiny, criminal or civil sanctions and other
technology) will be successful or that additional systems liabilities, including exclusion from government
issues will not arise in the future. contracting, and could disrupt our business, adversely
affect our reputation and result in a material adverse effect
If our information technology systems, products or services on our business, results of operations, financial condition
or sensitive data are compromised, there are many and cash flows.
consequences that could result. Consequences include,
but are not limited to patients or employees being Laws and regulations governing
exposed to financial or medical identity theft or suffer a
loss of product functionality, losing existing customers or
international business operations could
have difficulty attracting new customers, experiencing adversely impact our business.
difficulty preventing, detecting, and controlling fraud, The U.S. Department of the Treasury’s Office of Foreign
being exposed to the loss or misuse of confidential Assets Control (OFAC) and the U.S. Commerce
information, having disputes with customers, physicians, Department’s Bureau of Industry and Security (BIS)
and other healthcare professionals, suffering regulatory administer certain laws and regulations that restrict U.S.
sanctions or penalties under federal laws, state laws, or the persons and, in some instances, non-U.S. persons, in
laws of other jurisdictions, experiencing increases in conducting activities, transacting business with, or making
operating expenses or an impairment in our ability to investments in, certain countries, governments, entities and
conduct our operations, incurring expenses or losing individuals subject to U.S. economic sanctions or export
revenues as a result of a data privacy breach, product restrictions. Our international operations subject us to
failure, information technology outages or disruptions, or these laws and regulations, which are complex, restrict our
suffering other adverse consequences including lawsuits or business dealings with certain countries, governments,
other legal action and damage to our reputation. entities, and individuals, and are constantly changing.
Further restrictions may be enacted, amended, enforced or
The failure to comply with anti-corruption interpreted in a manner that materially impacts our
operations.
laws could materially adversely affect our
business and result in civil and/or criminal From time to time, certain of our subsidiaries have limited
business dealings in countries subject to comprehensive
sanctions.
sanctions, including Iran, Syria, Cuba and the region of
The U.S. Foreign Corrupt Practices Act (FCPA), the Irish Crimea. Certain of our subsidiaries sell medical devices,
Criminal Justice (Corruption Offences) Act 2018, and and may provide related services, to distributors and other
similar anti-corruption laws in other jurisdictions generally purchasing bodies in such countries. These business

PART I
dealings represent an insignificant amount of our discharges into the land, air or water. We are further subject
consolidated revenues and income, but expose us to a to numerous, laws and regulations concerning, among other
heightened risk of violating applicable sanctions things, chemical constituents in medical products and
regulations. Violations of these regulations are punishable end-of-life disposal and take-back programs for medical
by civil penalties, including fines, denial of export devices. Our operations and those of certain third-party
privileges, injunctions, asset seizures, debarment from suppliers involve the use of substances subject to these laws
government contracts and revocations or restrictions of and regulations, primarily those used in manufacturing and
licenses, as well as criminal fines and imprisonment. We sterilization processes. If we or our suppliers violate these
have established policies and procedures designed to environmental laws and regulations, facilities could be shut
assist with our compliance with such laws and regulations. down and violators could be fined, or otherwise sanctioned.
However, there can be no assurance that our policies and New laws and regulations, violations of these laws or
procedures will prevent us from violating these regulations regulations, stricter enforcement of existing requirements, or
in every transaction in which we may engage, and such a the discovery of previously unknown contamination could
violation could adversely affect our reputation, business, require us to incur costs or could become the basis for new
results of operations, financial condition, and cash flows. or increased liabilities that could be material.
Climate change, or legal, regulatory or Our insurance program may not be

market measures to address climate change adequate to cover future losses.
may materially adversely affect our financial We have elected to self-insure most of our insurable risks
condition and business operations. across the Company, and we made this decision based on
cost and availability factors in the insurance marketplace.
Climate change resulting from increased concentrations of
We manage and maintain a portion of our self-insured
carbon dioxide and other greenhouse gases in the
program through a wholly-owned captive insurance
atmosphere presents risks to our current and future
company. We continue to maintain a directors and officers
operations from natural disasters and extreme weather
liability insurance policy with third-party insurers that
conditions, such as hurricanes, tornadoes, earthquakes,
provides coverage for the directors and officers of the
wildfires or flooding. Such extreme weather conditions and
Company. We continue to monitor the insurance
other conditions caused by or related to climate change
marketplace to evaluate the value of obtaining insurance
could increase our operational costs, pose physical risks to
coverage for other categories of losses in the future.
our facilities and adversely impact our supply chain,
Although we believe, based on historical loss trends, that
including: manufacturing and distribution networks, the
our self-insurance program accruals and our existing
availability and cost of raw materials and components,
insurance coverage will be adequate to cover future losses,
energy supply, transportation, or other inputs necessary for
historical trends may not be indicative of future losses. The
the operation of our business. The impacts of climate
absence of third-party insurance coverage for other
change on global water resources may result in water
categories of losses increases our exposure to
scarcity, which could impact our ability to access sufficient
unanticipated claims and these losses could have a
quantities of water in certain locations and result in
material adverse impact on our business, results of
increased costs. Concerns over climate change could have
operations, financial condition and cash flows.
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. Changes in tax laws or exposure to additional
Although it is difficult to predict and adequately prepare to income tax liabilities could have a material
meet the challenges to our business posed by climate
change, if new laws or regulations are more stringent than impact on our business, results of operations,
current legal or regulatory requirements, we may financial condition and cash flows.
experience increased compliance burdens and costs to
We are subject to income taxes, as well as non-income
meet the regulatory obligations as well as adverse impacts
based taxes, in the U.S., Ireland, and various other
on raw material sourcing, manufacturing operations and
jurisdictions in which we operate. The tax laws in the U.S.,
the distribution of our products.
Ireland and other countries in which we and our affiliates
do business could change on a prospective or retroactive
We are subject to environmental laws and basis, and any such changes could materially adversely
regulations and the risk of environmental affect our business and our effective tax rate. For example,
on December 22, 2017, the U.S. enacted comprehensive
liabilities, violations and litigation.
tax legislation, commonly referred to as the Tax Cuts and
We are subject to environmental, health, and safety laws, and Jobs Act (the “Tax Act”), which resulted in a significant
regulations concerning, among other things, the generation, charge to tax expense during our fiscal year 2018
handling, transportation, and disposal of hazardous associated with U.S. taxation of accumulated foreign
substances or wastes, the remediation of hazardous earnings as well as the requirement to revalue U.S.
substances or materials at various sites, and emissions or deferred tax assets and liabilities resulting from the

PART I
reduction in the U.S. corporate tax rate. In addition, the The Medtronic, Inc. tax court proceeding
Biden Administration has provided a framework for
proposed U.S. tax law changes, which if enacted could
outcome could have a material adverse
have a material impact on our business, results of impact on our financial condition.
operations, financial condition, and cash flows. In March 2009, the IRS issued its audit report for Medtronic
In October 2021, the Organization for Economic Inc. for fiscal years 2005 and 2006. Medtronic, Inc. reached
Cooperation and Development (OECD) secured agreements with the IRS on some, but not all matters
agreement from 136 countries to push forward with related to these fiscal years. The remaining unresolved
proposals to fundamentally rewrite International Tax rules issue for fiscal years 2005 and 2006 relates to the allocation
which if enacted by these countries, will likely impact the of income between Medtronic, Inc. and its wholly-owned
amount of tax multinationals such as Medtronic pay in the subsidiary operating in Puerto Rico, which is one of our key
future. During 2022 and 2023 more details on these manufacturing sites. An adverse outcome in this matter
proposals will be released and various consultations will could materially and adversely affect our business, results
take place. The OECD has set a timeline for the of operations, financial condition, and cash flows. See Note
implementation of these proposals in 2023 but may end up 18 to the consolidated financial statements in “Item 8.
being deferred to a later date. Financial Statements and Supplementary Data” in this
Annual Report on Form 10-K.
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 Future potential changes to the U.S. tax laws
finalized. We continue to monitor the implications could result in us being treated as a U.S.
potentially resulting from this guidance. This action corporation for U.S. federal tax purposes, and
together with other legislative changes in many countries
on the mandatory sharing of company information
the IRS may not agree with the conclusion that
(financial and operational) with taxing authorities on a local we should be treated as a foreign corporation
and global basis under various information sharing for U.S federal income tax purposes.
initiatives, could lead to disagreements between
Because Medtronic plc is organized under the laws of
jurisdictions associated with the proper allocation of profits
Ireland, we would generally be classified as a foreign
between such jurisdictions.
corporation under the general rule that a corporation is
We are subject to ongoing tax audits in the various considered tax resident in the jurisdiction of its organization
jurisdictions in which we operate. Tax authorities may or incorporation for U.S. federal income tax purposes. Even
disagree with certain positions we have taken and assess so, the IRS may assert that we should be treated as a U.S.
additional taxes. We regularly assess the likely outcomes of corporation (and, therefore, a U.S. tax resident) for U.S.
these audits in order to determine the appropriateness of federal income tax purposes pursuant to Section 7874 of
our tax provision. However, there can be no assurance that the U.S. Internal Revenue Code of 1986, as amended (the
we will accurately predict the outcomes of these audits, Code). In addition, a retroactive change to U.S. tax laws in
and the actual outcomes of these audits could have a this area could change this classification. If we were to be
material impact on our business, results of operations, treated as a U.S. corporation for federal tax purposes, we
financial condition, and cash flows. could be subject to substantially greater U.S. tax liability
than currently contemplated as a non-U.S. corporation.
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 Legislative or other governmental action
application of complex tax laws, regulations and treaties relating to the denial of U.S. federal or state
(where applicable) in many jurisdictions. Therefore, any governmental contracts to U.S. companies
dispute with a tax authority may result in a payment that is
significantly different from current estimates. If payment of that redomicile abroad could adversely
these amounts ultimately proves to be less than the recorded affect our business.
amounts, the reversal of the liabilities generally would result
Various U.S. federal and state legislative proposals that
in tax benefits being recognized in the period when we
would deny governmental contracts to U.S. companies that
determine the liabilities are no longer necessary. If our
move their corporate location abroad may affect us. We
estimate of tax liabilities proves to be less than the amount
are unable to predict the likelihood that, or final form in
for which it is ultimately liable, we would incur additional
which, any such proposed legislation might become law,
charges, and such charges could have a material adverse
the nature of the regulations that may be promulgated
effect on our business, results of operations, financial
under any future legislative enactments, or the effect such
condition, and cash flows.
enactments and increased regulatory scrutiny may have on
our business.

PART I
Risks Relating to Our Jurisdiction of Incorporation

We are incorporated in Ireland, and Irish law disapplication can either be generally applicable or be in
respect of a particular allotment of shares. Accordingly, at
differs from the laws in effect in the U.S. and our 2021 Annual General Meeting, our Shareholders
may afford less protection to holders of our authorized our Board of Directors to issue up to 33% of our
securities. issued ordinary shares and further authorized our Board of
Our shareholders may have more difficulty protecting their Directors to issue up to 10% of such shares for cash without
interests than would shareholders of a corporation first offering them to our existing shareholders (provided
incorporated in a jurisdiction of the United States. It may that with respect to 5% of such shares, such allotment is to
not be possible to enforce court judgments obtained in the be used for the purposes of a specified capital investment).
U.S. against us in Ireland based on the civil liability Both of these authorizations will expire on June 9, 2023,
provisions of the U.S. federal or state securities laws. In unless renewed by shareholders for a further period. We
addition, there is some uncertainty as to whether the courts anticipate seeking new authorizations at our 2022 Annual
of Ireland would recognize or enforce judgments of U.S. General Meeting and in subsequent years. We cannot
courts obtained against us or our directors or officers provide any assurance that these authorizations will always
based on the civil liabilities provisions of the U.S. federal or be approved, which could limit our ability to issue equity
state securities laws or hear actions against us or those and thereby adversely affect the holders of our securities.
persons based on those laws. We have been advised that
the U.S. currently does not have a treaty with Ireland A transfer of our shares, other than ones
providing for the reciprocal recognition and enforcement effected by means of the transfer of book-
of judgments in civil and commercial matters. Therefore, a
final judgment for the payment of money rendered by any
entry interests in the Depository Trust
U.S. federal or state court based on civil liability, whether or Company, may be subject to Irish stamp
not based solely on U.S. federal or state securities laws, duty.
would not automatically be enforceable in Ireland.
Transfers of our shares effected by means of the transfer of
As an Irish company, we are governed by the Irish book entry interests in the Depository Trust Company
Companies Act 2014, which differs in some material (DTC) will not be subject to Irish stamp duty. However, if a
respects from laws generally applicable to U.S. shareholder holds our shares directly rather than
corporations and shareholders, including, among others, beneficially through DTC, any transfer of shares could be
differences relating to interested director and officer subject to Irish stamp duty (currently at the rate of 1% of
transactions and shareholder lawsuits. Likewise, the duties the higher of the price paid or the market value of the
of directors and officers of an Irish company generally are shares acquired). Payment of Irish stamp duty is generally a
owed to the company only. Shareholders of Irish legal obligation of the transferee. The potential for stamp
companies generally do not have a personal right of action duty could adversely affect the price of shares.
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 In certain limited circumstances, dividends
securities may have more difficulty protecting their we pay may be subject to Irish dividend
interests than would holders of securities of a corporation withholding tax and dividends received by
incorporated in the U.S.
Irish residents and certain other
As an Irish public limited company, certain shareholders may be subject to Irish income
capital structure decisions require tax.
shareholder approval, which may limit In certain limited circumstances, dividend withholding tax
Medtronic’s flexibility to manage its capital (currently at a rate of 25%) may arise in respect of
structure. dividends paid on our shares. A number of exemptions
from dividend withholding tax exist such that shareholders
Under Irish law, our authorized share capital can be
resident in the U.S. and other specified countries that have
increased by an ordinary resolution of our shareholders
a tax treaty with Ireland may be entitled to exemptions
and the directors may issue new ordinary or preferred
from dividend withholding tax.
shares, without shareholder approval, once authorized to
do so by our articles of association or by an ordinary Shareholders resident in the U.S. that hold their shares
resolution of our shareholders. Additionally, subject to through DTC will not be subject to dividend withholding
specified exceptions, Irish law grants statutory preemption tax, provided the addresses of the beneficial owners of
rights to existing shareholders where shares are being such shares in the records of the brokers holding such
issued for cash consideration but allows shareholders to shares are recorded as being in the U.S. (and such brokers
disapply such statutory preemption rights either in our have further transmitted the relevant information to a
articles of association or by way of special resolution. Such qualifying intermediary appointed by us). However, other

PART I
shareholders may be subject to dividend withholding tax, Our shares received by means of a gift or
which could adversely affect the price of their shares.
inheritance could be subject to Irish capital
Shareholders entitled to an exemption from Irish dividend acquisitions tax.
withholding tax on dividends received from us will not be
subject to Irish income tax in respect of those dividends Irish capital acquisitions tax (CAT) could apply to a gift or
unless they have some connection with Ireland other than inheritance of our shares irrespective of the place of
their shareholding in our Company (for example, they are residence, ordinary residence or domicile of the parties.
resident in Ireland). Shareholders who are not resident nor This is because our shares will be regarded as property
ordinarily resident in Ireland, but who receive dividends situated in Ireland. The person who receives the gift or
subject to Irish dividend withholding tax, will generally inheritance has primary liability for CAT. Gifts and
have no further liability to Irish income tax on those inheritances passing between spouses are exempt from
dividends. 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 䡲 local product preferences and product requirements,
services and/or inflationary costs may have a 䡲 longer-term receivables than are typical in the U.S.,
material adverse effect on our business, 䡲 trade protection measures, tariffs and other border
results of operations, financial condition and taxes, and import or export licensing requirements,
cash flows. 䡲 less intellectual property protection in some countries
We have experienced, and may continue to experience, outside the U.S. than exists in the U.S.,
decreasing prices for certain of our goods and services
due to pricing pressure from managed care organizations 䡲 different labor regulations and workforce instability,
and other third-party payers on our customers, increased 䡲 political and economic instability, including as a result of
market power of our customers as the medical device wars and insurrections,
industry consolidates and increased competition among
medical engineering and manufacturing services 䡲 the expiration and non-renewal of foreign tax rulings
providers. We have also recently experienced, and may and/or grants,
continue to experience, rising costs due to inflation. If the
䡲 potentially negative consequences from changes in or
prices for our goods and services change or inflation
interpretations of tax laws, and
continues to rise, we may be unable to sufficiently reduce
our expenses or offset rising costs through increased 䡲 economic instability and inflation, recession or interest
prices to customers. As a result, our business, results of rate fluctuations.
operations, financial condition and cash flows may be
adversely affected. 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
We are subject to a variety of risks the impact on Medtronic from increased duties imposed by
associated with global operations that could both sides (through petitioning both governments for tariff
adversely affect our profitability and exclusions and other mitigations), the risk remains of
additional tariffs and other kinds of restrictions. Tariff
operating results.
exclusions awarded to Medtronic by the U.S. Government
We develop, manufacture, distribute and sell our products require periodic renewal, and policies for granting exclusions
globally. We intend to continue to expand our operations could shift. The U.S. and China could impose other types of
and to pursue growth opportunities outside the U.S., restrictions such as limitations on government procurement
especially in emerging markets. Operations in different or technology export restrictions, which could affect
countries including emerging markets could expose us to Medtronic’s access to the markets. China comprises
additional and greater risks and potential costs, including: approximately eight percent of our total revenues.
䡲 fluctuations in currency exchange rates, The Russia-Ukraine conflict and resulting sanctions and
export restrictions are creating barriers to doing business
䡲 healthcare reform legislation,
in Russia and adversely impacting global supply chains.
䡲 the need to comply with different regulatory regimes While we have no manufacturing, distribution or direct
worldwide that are subject to change and that could material suppliers in the region, we are closely monitoring
restrict our ability to manufacture and sell our products, the potential raw material/sub-tier supplier impact in both

PART I
Item 1 B Unresolved Staff Comments
Russia and Ukraine. Materials like palladium and neon, Consolidation in the healthcare industry
which are both dependent on Russia supply, are part of
broader semiconductor shortages in industry. Additional
could have an adverse effect on our
sanctions, export restrictions, and potential revenues and results of operations.
countermeasures within Russia may lead to greater Many healthcare industry companies, including healthcare
uncertainty and geopolitical shifts in Asia that could cause systems, distributors, manufacturers, providers, and
additional adverse impacts on global supply chains and insurers, are consolidating or have formed strategic
our business, results of operations, financial condition and alliances. As the healthcare industry consolidates,
cash flows. competition to provide goods and services to industry
More generally, several governments including the U.S. participants will become more intense. Further, this
have raised the possibility of policies to induce “re-shoring” consolidation creates larger enterprises with greater
of supply chains, less reliance on imported supplies, and negotiating power, which they can use to negotiate price
greater national production. Examples include potential concessions. If we must reduce our prices because of
“Buy America” requirements in the U.S. If such steps industry consolidation, or if we lose customers as a result of
triggered retaliation in other markets restricting access to consolidation, our business, results of operations, financial
foreign products in purchases by their government-owned condition, and cash flows could be adversely affected.
healthcare systems, the result could be a significant impact
on Medtronic. Healthcare industry cost-containment
Other significant changes or disruptions to international measures could result in reduced sales of
trade arrangements, such as termination or modifications our medical devices and medical device
of other existing trade agreements, may adversely affect
our business, results of operations, financial condition and
components.
cash flows. In addition, a significant amount of our trade Most of our customers, and the healthcare providers to
receivables are with national healthcare systems in many whom our customers supply medical devices, rely on third-
countries. Repayment of these receivables is dependent party payers, including government programs and private
upon the political and financial stability of those countries. health insurance plans, to reimburse some or all of the cost
In light of these global economic fluctuations, we continue of the procedures in which medical devices that
to monitor the creditworthiness of customers. Failure to incorporate components we manufacture or assemble are
receive payment of all or a significant portion of these used. The continuing efforts of governmental authorities,
receivables could adversely affect our business, results of insurance companies and other payers of healthcare costs
operations, financial condition and cash flows. to contain or reduce these costs could lead to patients
being unable to obtain approval for payment from these
The COVID-19 pandemic, and the responses of business
third-party payers. If third-party payer payment approval
and governments to the pandemic, have at times resulted
cannot be obtained by patients, sales of finished medical
in reduced availability of air transport, port closures,
devices that include our components may decline
increased border controls or closures, increased
significantly and our customers may reduce or eliminate
transportation costs and increased security threats to our
purchases of our components. The cost-containment
supply chain, and countries may continue to close borders,
measures that healthcare providers are instituting, both in
impose prolonged quarantines, and further restrict travel
the U.S. and outside of the U.S., could harm our ability to
and other activities. Our business could be adversely
operate profitably. For example, managed care
impacted if we are unable to successfully manage these
organizations have successfully negotiated volume
and other risks of global operations.
discounts for pharmaceuticals, and GPOs and IDNs have
Finally, changes in currency exchange rates may impact the also concentrated purchasing decisions for some
reported value of our revenues, expenses, and cash flows. customers, which has led to downward pricing pressure for
We cannot predict changes in currency exchange rates, the medical device companies, including us.
impact of exchange rate changes, nor the degree to which
we will be able to manage the impact of currency
exchange rate changes.
Item 1B. Unresolved Staff Comments

None.

PART I
Item 2 Properties
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 9.6 million square feet. Approximately 37 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 Square Feet (in thousands)

Connecticut 1,138
Puerto Rico 811
Mexico 762
China 735
Minnesota 623
Italy 485
Ireland 446
Dominican Republic 304
Arizona 294
Switzerland 283
France 268
Colorado 259
Florida 255
California 210
Medtronic also maintains sales and administrative offices in the U.S. at five locations in five states and outside the U.S. at 129
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.

PART II
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 2022:
Total Number of Shares Maximum Approximate

Total Number Purchased as a Part of Dollar Value of Shares
of Shares Publicly Announced that may yet be Purchased
Fiscal Period Purchased Average Price Paid per Share Program Under the Program
1/29/2022-2/25/2022 1,130,750 $ 103.16 1,130,750 $ 4,234,214,099
2/26/2022-4/1/2022 6,141,716 107.85 6,141,716 3,571,839,180
4/2/2022-4/29/2022 5,627,112 110.47 5,627,112 2,950,215,113
Total 12,899,578 $ 108.58 12,899,578 $ 2,950,215,113
In March 2019, the Company’s Board of Directors authorized On June 20, 2022, there were approximately 22,372
the repurchase of $6.0 billion of the Company’s ordinary shareholders of record of the Company’s ordinary shares.
shares. There is no specific time-period associated with these Ordinary cash dividends declared and paid totaled $0.63 per
repurchase authorizations. For additional discussion, see share for each quarter of fiscal year 2022 and $0.58 per share
Note 11 to the consolidated financial statements in “Item 8. for each quarter of fiscal year 2021. On May 26, 2022, the
Financial Statements and Supplementary Data” in this Annual Company announced an increase in Medtronic’s cash
Report on Form 10-K. dividends for the first quarter of fiscal year 2023, raising the
amount to $0.68 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 24, 2017 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.
$300
$250
213 199
$200
141 161
120 128 190
$150 189
114 172
100 140
$100 128
110 126
100 100
$50
100
$0
April 2017 April 2018 April 2019 April 2020 April 2021 April 2022
Medtronic plc
S&P 500 Health Care Equipment Index
S&P 500 Index

PART II
Item 5 Market for Medtronic’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities
Company/Index April 2017 April 2018 April 2019 April 2020 April 2021 April 2022
Medtronic plc $ 100.00 $ 100.06 $ 109.91 $ 127.67 $ 172.10 $ 140.27
S&P 500 Index 100.00 114.20 128.28 126.28 189.28 189.68
S&P 500 Health Care Equipment Index 100.00 120.35 141.25 160.75 213.16 198.87
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.
IRISH RESTRICTIONS ON IMPORT AND EXPORT OF CAPITAL

Except as indicated below, there are no restrictions on and the Taliban, Afghanistan, Belarus, Burma (Myanmar),
non-residents of Ireland dealing in Irish domestic Democratic People’s Republic of Korea, Democratic
securities, which includes ordinary shares of Irish Republic of Congo, Iran, Iraq, Ivory Coast, Lebanon,
companies. Except as indicated below, dividends and Liberia, Libya, Republic of Guinea, Russia, Somalia, Sudan,
redemption proceeds also continue to be freely Syria, Tunisia, certain persons and groups in Ukraine and
transferable to non-resident holders of such securities. The Zimbabwe.
Financial Transfers Act, 1992 provides that the Irish
Any transfer of, or payment in respect of, a share or interest
Minister for Finance can make provision for the restriction
in a share involving the government of any country that is
of financial transfers between Ireland and other countries.
currently the subject of United Nations or E.U. sanctions,
For the purposes of this Act, “financial transfers” include all
any person or body controlled by any of the foregoing, or
transfers which would be movements of capital or
by any person acting on behalf of the foregoing, may be
payments within the meaning of the treaties governing the
subject to restrictions pursuant to such sanctions as
E.U. if they had been made between Member States of the
implemented into Irish law.
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
IRISH TAXES APPLICABLE TO U.S. HOLDERS

Dividends paid by Medtronic will generally be subject to Irish income tax may also arise with respect to dividends
Irish dividend withholding tax (currently at a rate of 25 paid on Medtronic’s ordinary shares. A U.S. resident who
percent) unless an exemption applies. meets one of the exemptions from dividend withholding
tax described above and who does not hold Medtronic
Dividends paid to U.S. residents will not be subject to Irish
shares through a branch or agency in Ireland through
dividend withholding tax provided that:
which a trade is carried on generally will not have any Irish
䡲 in the case of a beneficial owner of Medtronic shares income tax liability on a dividend paid by Medtronic. In
held in the Depository Trust Company (DTC), the addition, if a U.S. shareholder is subject to the dividend
address of the beneficial owner in the records of his or withholding tax, the withholding payment discharges any
her broker is in the United States and this information is Irish income tax liability, provided the shareholder
provided by the broker to the Company’s qualifying furnishes to the Irish Revenue authorities a statement of the
intermediary; or dividend withholding tax imposed.
䡲 in the case of a record owner, the record owner has While the U.S./Ireland Double Tax Treaty contains
provided to the Company’s transfer agent a valid U.S. provisions regarding withholding, due to the wide scope of
Certification of Residence (Form 6166) or valid Irish the exemptions from dividend withholding tax available
Non-Resident Form V2. under Irish domestic law, it would generally be
unnecessary for a U.S. resident shareholder to rely on the
treaty provisions.
Item 6. Reserved

PART II
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 superior to, financial measures presented in accordance
management believes to be relevant to understanding the with U.S. GAAP. We believe that non-GAAP financial
financial condition and results of operations of the measures provide information useful to investors in
Company. The discussion focuses on our financial results understanding the Company’s underlying operational
for the fiscal year ended April 29, 2022 (fiscal year 2022) performance and trends and may facilitate comparisons
and the fiscal year ended April 30, 2021 (fiscal year 2021). with the performance of other companies in the medical
A discussion on our results of operations for fiscal year technologies industry.
2021 as compared to the year ended April 24, 2020 (fiscal
As presented in the GAAP to Non-GAAP Reconciliations
year 2020) is included in Part II, Item 7. “Management’s
section below, our non-GAAP financial measures exclude
Discussion and Analysis of Financial Condition and Results
the impact of certain charges or benefits that contribute to
of Operations” of our Annual Report on Form 10-K for the
or reduce earnings and that may affect financial trends and
year ended April 30, 2021, filed with the SEC on June 25,
include certain charges or benefits that result from
2021, and is incorporated by reference into this Form 10-K.
transactions or events that we believe may or may not recur
You should read this discussion and analysis along with our
with similar materiality or impact to our operations in future
consolidated financial statements and related notes
periods (Non-GAAP Adjustments).
thereto at April 29, 2022 and April 30, 2021 and for fiscal
years 2022, 2021, and 2020, which are presented within In the event there is a Non-GAAP Adjustment recognized in
“Item 8. Financial Statements and Supplementary Data” in our operating results, the tax cost or benefit attributable to
this Annual Report on Form 10-K. Amounts reported in that item is separately calculated and reported. Because
millions within this annual report are computed based on the effective rate can be significantly impacted by the
the amounts in thousands, and therefore, the sum of the Non-GAAP Adjustments that take place during the period,
components may not equal the total amount reported in we often refer to our tax rate using both the effective rate
millions due to rounding. Additionally, certain columns and and the non-GAAP nominal tax rate (Non-GAAP Nominal
rows within tables may not sum due to rounding. 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
Financial Trends
income taxes, excluding Non-GAAP Adjustments.
Throughout this Management’s Discussion and Analysis,
Free cash flow is a non-GAAP financial measure calculated
we present certain financial measures that facilitate
by subtracting property, plant, and equipment additions
management’s review of the operational performance of
from operating cash flows.
the Company and as a basis for strategic planning;
however, such financial measures are not presented in our Refer to the “GAAP to Non-GAAP Reconciliations,” “Income
financial statements prepared in accordance with Taxes,” and “Free Cash Flow” sections for reconciliations of
accounting principles generally accepted in the United the non-GAAP financial measures to their most directly
States (U.S.) (U.S. GAAP). These financial measures are comparable financial measures prepared in accordance
considered “non-GAAP financial measures” and are with U.S. GAAP.
intended to supplement, and should not be considered as
EXECUTIVE LEVEL OVERVIEW

The global healthcare system is continuing to respond to particularly in the fourth quarter of fiscal year 2022. We
the unprecedented challenge posed by the COVID-19 cannot predict with confidence the duration and severity of
pandemic (“COVID-19” or the “pandemic”). Most of our the pandemic and its impact on global procedure volumes.
businesses were affected by a decline in global procedural We expect medical procedure rates may continue to vary
volumes during fiscal year 2021, particularly in the first and by therapy and country and to be impacted by regional
second quarters. During fiscal year 2022, the pandemic, to COVID-19 case volumes, vaccine and booster
a lesser extent, continued to affect most of our businesses, immunization rates, and new COVID-19 variants.
including the most recent COVID-19 lockdown in China Additionally, we cannot predict the impact healthcare
which began in late March. In addition to the pandemic, system staffing shortages will have on procedural volumes,
our business faced the impacts of healthcare system and the impact supply chain disruptions will have on the
staffing shortages on procedural volumes and significant business.
supply chain disruptions in certain businesses

PART II
The following is a summary of revenue, diluted earnings per share, and cash flow for fiscal years 2022 and 2021:
REVENUE DILUTED EPS OPERATING

(in billions) GAAP Non-GAAP
CASH FLOW
(in billions)
$5.55
$31.7 $4.42 $7.3

$30.1
$3.73 $6.2
$2.66
Fiscal year 2022 Fiscal year 2021 Fiscal year 2022 Fiscal year 2021 Fiscal year 2022 Fiscal year 2021
$31.7B
GAAP
$3.73
GAAP
$5.55
Non-GAAP
$7.3B
GAAP
Revenue increased due to the recovery of Diluted EPS increased $1.07 Non-GAAP Diluted EPS Operating cash flow increased $1.1 billion
global procedure volumes from the downturn or 40% primarily due to the increased $1.13 or 26% primarily driven by an increase in cash
experienced in the first and second quarters increase in revenue, primarily due to the increase in collected from customers as a result of the
of fiscal year 2021 as a result of the COVID-19 decreases in cost of revenue as well as a decrease recovery in revenue along with a decrease in
pandemic. The net sales increase was partially products sold (see non- in cost of products sold due to cash paid for taxes partially offset by an
offset by supply chain challenges, particularly GAAP section) and interest higher COVID-19 costs and increase in cash paid to employees due to
in the fourth quarter of fiscal year 2022, as well expense due to the $308 charges associated with field higher annual incentive payouts for prior
as the impact of COVID-19 experienced in million debt premium in corrective actions in the prior year performance.
fiscal year 2022, particularly in the U.S. and fiscal year 2021, partially year.
China. offset by $881 million of
MCS charges in fiscal year
2022.
GAAP to Non-GAAP Reconciliations

Starting with the quarter ended April 29, 2022, the Company will no longer adjust non-GAAP financial measures for certain
license payments for, or acquisitions of, technology not approved by regulators due to recent industry guidance from the
U.S. Securities and Exchange Commission. Historical non-GAAP financial measures presented in this Annual Report on
Form 10-K have been recast for comparability.
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 2022 and 2021.

Income Tax Net Income
Income Before Provision Attributable to Effective Tax
(in millions, except per share data) Income Taxes (Benefit) Medtronic Diluted EPS Rate
GAAP $ 5,517 $ 456 $ 5,039 $ 3.73 8.3%
Restructuring and associated costs(1) 335 54 281 0.21 16.1
Acquisition-related items(2) (43) 5 (48) (0.04) (11.6)
Certain litigation charges 95 17 78 0.06 17.9
(Gain)/loss on minority investments(3) (12) — (9) (0.01) —
Medical device regulations(4) 102 16 86 0.06 15.7
Amortization of intangible assets 1,733 266 1,467 1.09 15.3
MCS impairment / costs(5) 881 220 661 0.49 25.0
Certain tax adjustments, net(6) — 50 (50) (0.04) —
Non-GAAP $ 8,609 $ 1,084 $ 7,505 $ 5.55 12.6%

PART II

Income Tax Net Income
Income Before (Benefit) Attributable to Effective Tax
(in millions, except per share data) Income Taxes Provision Medtronic Diluted EPS Rate
GAAP $ 3,895 $ 265 $ 3,606 $ 2.66 6.8%
Restructuring and associated costs(1) 617 128 489 0.36 20.7
Acquisition-related items(2) (15) (20) 4 — 126.7
Certain litigation charges 118 23 95 0.07 19.5
(Gain)/loss on minority investments(3) (61) — (57) (0.04) —
Impairment charges(7) 76 7 68 0.05 10.5
Medical device regulations(4) 83 15 68 0.05 18.1
Debt tender premium and other
charges(8) 308 60 248 0.18 19.5
Amortization of intangible assets 1,783 283 1,500 1.11 15.9
Certain tax adjustments, net(9) — 41 (41) (0.03) —
Non-GAAP $ 6,804 $ 802 $ 5,980 $ 4.42 11.8%
(2) The charges primarily include business combination costs, changes in fair value of contingent consideration, specifically for the fiscal
year ended April 30, 2021, changes in amounts accrued for certain contingent liabilities for a past acquisition.
(3) We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of
income or expense have a direct correlation to our ongoing or future business operations.
(4) 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, which are expected to be substantially complete by the end of fiscal year 2023.
(5) 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 the approximately 3,500 patients currently implanted with the HVAD System.
(6) 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.
(7) The charges relate to the abandonment of certain intangible assets in our Neuroscience segment.
(8) The charges relate to the early redemption of approximately $6.0 billion of debt.
(9) The net benefit primarily relates to the finalization of an audit at the IRS Appellate level for fiscal years 2012 through 2014 and the
capitalization of certain research and development costs for U.S. income tax purposes, which are partially offset by the impact of an
intercompany sale of assets, and a tax basis adjustment and amortization of previously established deferred tax assets from
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:
Fiscal Year
Net cash provided by operating activities $ 7,346 $ 6,240
Additions to property, plant, and equipment (1,368) (1,355)
Free cash flow $ 5,978 $ 4,885
Refer to the Summary of Cash Flows section for drivers of the change in cash provided by operating activities.

PART II
NET SALES
Segment and Division
The charts below illustrate the percent of net sales by segment for fiscal years 2022 and 2021:
Fiscal Year 2022 Fiscal Year 2021

Diabetes Diabetes
7% 8%
Cardiovascular Cardiovascular
Neuroscience
28% 36% Neuroscience
27% 36%
29% 29%
Medical Surgical Medical Surgical
The table below includes net sales by segment and division for fiscal years 2022 and 2021:
Net Sales by Fiscal Year

(in millions) 2022 2021 Percent Change
Cardiac Rhythm & Heart Failure $ 5,908 $ 5,584 6%
Structural Heart & Aortic 3,055 2,834 8
Coronary & Peripheral Vascular 2,460 2,354 5
Cardiovascular 11,423 10,772 6
Surgical Innovations 6,060 5,438 11
Respiratory, Gastrointestinal, & Renal 3,081 3,298 (7)
Medical Surgical 9,141 8,737 5
Cranial & Spinal Technologies 4,456 4,288 4
Specialty Therapies 2,592 2,307 12
Neuromodulation 1,735 1,601 8
Neuroscience 8,784 8,195 7
Diabetes 2,338 2,413 (3)
Total $ 31,686 $ 30,117 5%
Segment and Market Geography

The charts below illustrate the percent of net sales by market geography for fiscal years 2022 and 2021:

Emerging Emerging
Markets Markets
17% 16%
Non-U.S. 32% 51% U.S.

Non-U.S. 33% 52% U.S.
Developed Developed
Markets Markets

PART II
The table below includes net sales by market geography for each of our segments for fiscal years 2022 and 2021:
U.S.(1) Non-U.S. Developed Markets(2) Emerging Markets(3)

Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year
(in millions) 2022 2021 % Change 2022 2021 % Change 2022 2021 % Change
Cardiovascular $ 5,545 $ 5,248 6% $ 3,866 $ 3,752 3% $ 2,012 $ 1,773 13%
Medical Surgical 3,862 3,650 6 3,373 3,320 2 1,905 1,766 8
Neuroscience 5,753 5,456 5 1,801 1,724 4 1,229 1,015 21
Diabetes 974 1,171 (17) 1,085 1,019 6 279 222 26
Total $ 16,135 $ 15,526 4% $ 10,126 $ 9,815 3% $ 5,426 $ 4,777 14%
(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 of 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 increase in net sales for fiscal year 2022 was primarily 䡲 Competitive product launches and pricing pressure,
due to the recovery of global procedure volumes from the geographic macro-economic risks including general
downturn experienced in the first and second quarters of price inflation, rising interest rates, reimbursement
fiscal year 2021 as a result of the COVID-19 pandemic. The challenges, impacts from changes in the mix of our
net sales increase was partially offset by supply chain product offerings, delays in product registration
challenges, particularly in the fourth quarter of fiscal year approvals, replacement cycle challenges, and
2022, as well as the impact of COVID-19 experienced in fluctuations in currency exchange rates; and
fiscal year 2022, particularly in the U.S. and China. For fiscal
䡲 National and provincial tender pricing for certain
year 2022, currency had an unfavorable impact of
products, particularly in China.
$107 million on non-U.S. developed markets and a
favorable impact of $33 million on emerging markets.
Looking ahead, a number of macro-economic and

Cardiovascular
geopolitical factors could negatively impact our business, Cardiovascular products include pacemakers, insertable
including without limitation: cardiac monitors, cardiac resynchronization therapy
devices, implantable cardioverter defibrillators (ICD), leads
䡲 The uncertain and uneven impact of COVID-19 on future
and delivery systems, electrophysiology catheters,
procedural volumes, supply constraints including certain
products for the treatment of atrial fibrillation, information
electronic components and semiconductors, healthcare
systems for the management of patients with Cardiac
staffing, worker absenteeism with our customers,
Rhythm & Heart Failure devices, products designed to
suppliers, and in our own operations and field teams,
reduce surgical site infections, coronary and peripheral
and resulting impacts on demand for our products and
stents and related delivery systems, balloons and related
therapies;
delivery systems, endovascular stent graft systems, heart
䡲 The potential impact that sanctions and other measures valve replacement technologies, cardiac tissue ablation
being imposed in response to the Russia-Ukraine conflict systems, and open heart and coronary bypass grafting
could have on revenue and supply chain. The financial surgical products. Cardiovascular also includes Care
impact of the conflict in the fourth quarter of fiscal year Management Services and Cath Lab Managed Services
2022, including on accounts receivable and inventory (CLMS) within the Cardiac Rhythm & Heart Failure division.
reserves, was not material and for the fiscal year ended Cardiovascular net sales for fiscal year 2022 were
April 29, 2022, the business of the Company in these $11.4 billion, an increase of 6 percent as compared to fiscal
countries represented less than 1% of the Company’s year 2021. Currency had an unfavorable impact on net
consolidated revenues and assets. Although the sales for fiscal year 2022 of $32 million. The net sales
implications of this conflict are difficult to predict at this increase was primarily due to the recovery of global
time, the ongoing conflict may increase pressure on the procedure volumes from the declines experienced in fiscal
global economy and supply chains, resulting in year 2021 along with growth from recent product launches,
increased future volatility risk for our business operations partially offset by global supply chain disruptions and
and performance. declines in China due to recent COVID-19 lockdowns.

PART II
The charts below illustrate the percent of Cardiovascular net sales by division for fiscal years 2022 and 2021:
CPV CPV
21% 22%
52% CRHF
52% CRHF
27% 26%
SHA SHA
Cardiac Rhythm & Heart Failure (CRHF) net sales increased 䡲 Continued acceptance and growth from the Azure XT
6 percent in fiscal year 2022 as compared to fiscal year and S SureScan pacing systems. Azure pacemakers
2021. The increase was led by Cardiac Rhythm feature Medtronic-exclusive BlueSync technology, which
Management with growth in TYRX antibacterial envelopes, enables automatic, secure wireless remote monitoring
CRT-Ds, and cardiac pacing therapies due to Micra and with increased device longevity.
transvenous pacemakers. Cardiac Ablation Solutions also 䡲 Growth of the Cobalt and Crome portfolio of ICDs and
led growth with strong sales of Arctic Front cryoablation CRT-Ds.
systems. The net sales growth was partially offset by a
decline of Medtronic HVAD System net sales as a result of 䡲 Continued acceptance and expansion of the Claria MRI
our June 2021 decision to stop the distribution and sale of CRT-D system with AdaptivCRT and compatibility with
the system. The net sales for the Medtronic HVAD system TriageHF technology.
for fiscal year 2021 was $141 million. 䡲 Continued acceptance and expansion of the LINQ II
cardiac monitor. Supply for the LINQ II cardiac monitor is
Structural Heart & Aortic (SHA) net sales increased 8 percent
improving as we continue to ramp our wafer scale
in fiscal year 2022 as compared to fiscal year 2021. The
manufacturing. During the third quarter of fiscal year
increase was led by growth in transcatheter aortic valve
2022, we launched two AccuRhythm AI algorithms on the
replacement (TAVR) net sales as a result of continued
LINQ II platform to significantly reduce false positive
adoption of the CoreValve Evolut. Cardiac Surgery also
alerts for Atrial Fibrillation and Pause while retaining
contributed to the net increase in sales as a result of broad
sensitivity for true positive detection, and reduce clinic
growth across the business, particularly from strong sales of
workload and burden.
Extra-Corporeal Life Support (ECLS) devices. These increases
were partially offset by declines within Aortic caused by field 䡲 Growth of the CRT-P quadripolar pacing system.
corrective actions (FCA) and COVID-19 challenges. The most 䡲 Continued growth, adoption, and utilization of the TYRX
notable field corrective actions were for the Valiant Navion Envelope for implantable devices.
Thoracic Stent Graft System FCA issued in the fourth quarter
of fiscal year 2021 and the Endurant II/IIs Stent Graft Systems 䡲 Continued acceptance and market expansion of Arctic
FCA issued in the third quarter of fiscal year 2022. Front cryoablation for treatment of atrial fibrillation. In
June 2021, the Arctic Front cryoablation system received
Coronary & Peripheral Vascular (CPV) net sales increased a first line therapy designation from the U.S. FDA for the
5 percent in fiscal year 2022 as compared to fiscal year treatment of atrial fibrillation.
2021. The increase was led by growth in Peripheral
䡲 Continued acceptance and growth of the self-expanding
Vascular Health driven by strong performance of the
CoreValve Evolut transcatheter aortic valve replacement
recently launched Abre venous self-expanding stent
platform into intermediate risk indication globally and for
system for Deep Venous disease, as well as our superficial
the treatment of patients determined to be at low risk
venous product portfolio, including the VenaSeal and
with surgery.
ClosureFast systems. The increase was partially offset by
declines in Coronary as well as Atherectomy products due 䡲 Continued expansion and training of field support to
to impacts of COVID-19 on procedural volumes. increase coverage in the U.S. centers performing TAVR
procedures.
In addition to the macro-economic and geopolitical factors
described in the Executive Level Overview, looking ahead, 䡲 Continued acceptance and growth from Evolut PRO,
we expect Cardiovascular could be affected by the which provides industry-leading hemodynamics, reliable
following: delivery, enhanced durability versus SAVR procedures at
5 years, and advanced sealing with an excellent safety
䡲 Continued growth of our Micra transcatheter pacing profile. In August 2021, the U.S. FDA approved the Evolut
system. The Micra AV launched in Japan in November FX TAVR, a system enhancement designed to improve
2021 and received approval in China in May 2022. Micra the overall procedural experience through enhancements
AV expands the Micra target population from 15 percent in deliverability, implant visibility and deployment
to 45 percent of pacemaker patients. stability. During the third quarter of fiscal year 2022,
Evolut PRO received NMPA approval within China.

PART II
䡲 Continued acceptance and growth from the VenaSeal Catheter, Pulse Field Ablation, a novel energy source
Closure System in the U.S. The VenaSeal Closure System that is non-thermal, Aurora Extravascular ICD and
is a unique non-thermal solution to address superficial transcatheter mitral and tricuspid therapy products led
venous disease that provides improved patient comfort, by our Intrepid system.
reduces the recovery time, and eliminates the risk of
thermal nerve injury. Medical Surgical
䡲 Continued acceptance and growth of the Abre venous
Medical Surgical’s products span the entire continuum of
self-expanding stent system in the U.S. as well as
patient care from diagnosis to recovery, with a focus on
pressure from competitors re-entering the market. Abre
diseases of the gastrointestinal tract, lungs, pelvic region,
is designed for the unique challenges of venous disease.
kidneys, obesity, and preventable complications. The
It offers easy deployment, to let physicians focus on their
products include those for advanced and general surgical
patient, and delivers demonstrated endurance, to give
products, surgical stapling devices, vessel sealing
patients freedom of movement.
instruments, wound closure, electrosurgery products,
䡲 Our voluntary recall of the Valiant Navion Thoracic Stent hernia mechanical devices, mesh implants, advanced
Graft System and our ability to ramp production of our ablation, interventional lung, ventilators, airway products,
previous generation product, the Valiant Captivia renal care products, and sensors and monitors for pulse
Thoracic Stent Graft System. We are currently ramping oximetry, capnography, level of consciousness and
production of the Valiant Captivia Thoracic Stent Graft cerebral oximetry. Medical Surgical’s net sales for fiscal
System and plan to reach full production capacity in the year 2022 were $9.1 billion, an increase of 5 percent as
first quarter of fiscal year 2023. compared to fiscal year 2021. Currency had an unfavorable
䡲 Our June 2021 decision to stop the distribution and sale impact on net sales of $44 million for fiscal year 2022. The
of the Medtronic HVAD System. net sales increase was primarily due to the recovery of
global procedure volumes from the declines experienced
䡲 Our ability to successfully develop, obtain regulatory
in fiscal year 2021 partially offset by global supply chain
approval of and commercialize the products within our
disruptions and declines in China due to recent COVID-19
pipeline, which include, but are not limited to, the
lockdowns.
Symplicity Spyral Multi-Electrode Renal Denervation
The charts below illustrate the percent of Medical Surgical net sales by division for fiscal years 2022 and 2021:
RGR RGR
34% 38%
66% 62%
SI SI
Surgical Innovations (SI) net sales for fiscal year 2022 In addition to the macro-economic and geopolitical factors
increased 11 percent as compared to fiscal year 2021. Net described in the Executive Level Overview, looking ahead
sales growth was led by Advanced Surgical instruments, we expect Medical Surgical could be affected by the
driven by the continued adoption of the Company’s following:
LigaSure, Sonicision, and Tri-Staple technologies, and 䡲 Continued acceptance and future growth of
Hernia and Wound Management. The increase was partially Open-to-MIS techniques and tools supported by our
offset by declines in the fourth quarter of fiscal year 2022 efforts to transition open surgery to MIS (minimally
resulting from global supply chain challenges, including invasive surgery). The Open-to-MIS initiative focuses on
resins, semiconductors, and packaging trays, which furthering our presence in and working to optimize open
impacted energy and stapling products. surgery globally, while capturing the market opportunity
Respiratory, Gastrointestinal, & Renal (RGR) net sales for fiscal that exists in transitioning open procedures to MIS,
year 2022 decreased 7 percent as compared to fiscal year whether through traditional MIS, or advanced
2021. RGR net sales declines were largely due to declines in technologies, including robotics.
ventilator demands when compared fiscal year 2021 as 䡲 Continued acceptance and future growth of powered
demand returned to pre-pandemic levels in the fourth stapling and energy platform.
quarter of fiscal year 2022. These declines were partially
䡲 Our ability to execute ongoing strategies in order to
offset by growth in Patient Monitoring, led by the Nellcor
address the competitive pressure of reprocessing of our
pulse oximetry sensors and the Bispectral Index (BIS) sensors,
vessel sealing disposables and growth of surgical soft
Gastrointestinal, driven by the esophageal product portfolio,
tissue robotics procedures in the U.S.
as well as growth in Renal Care Solutions.

PART II
䡲 Our ability to create markets and drive products and 䡲 Continued future growth internationally for the Hugo
procedures into emerging markets. We have high quality robotic assisted surgery (RAS) system for urologic,
and cost-effective surgical products designed for bariatric, gynecologic, and general surgery procedures
customers in emerging markets such as the ValleyLab as well as for our easy-to-access Touch Surgery
LS10 single channel vessel sealing generator, which is Enterprise surgical video system. The Hugo RAS system,
compatible with our line of LigaSure instruments and which received CE Mark in October 2021 as well as
designed for simplified use and affordability. secured additional regulatory approvals in the third and
䡲 Continued elevation of the standard of care for fourth quarters of fiscal year 2022, is designed to help
respiratory compromise, a progressive condition reduce unwanted variability, improve patient outcomes,
impacting a patient’s ability to breathe effectively, which and by extension, lower per procedure cost.
leverages our market leading MicroStream capnography 䡲 The pending contribution of our Renal Care Solutions
technology. business as a result of the May 25, 2022 definitive
䡲 Continued acceptance and growth in patient monitoring, agreement with DaVita Inc. Refer to the “Subsequent
airway, and ventilation management. Key products in this Events” section of this Management’s Discussion and
area include the Puritan Bennett 980 ventilator, Analysis for additional information on the divestiture.
Microstream Capnography, Nellcor pulse oximetry system 䡲 Our ability to successfully develop, obtain regulatory
with OxiMax technology, Shiley tracheostomy and approval of and commercialize the products within our
endotracheal tubes, McGRATH MAC video laryngoscopes, pipeline, which include, but are not limited to, our Hugo
SonarMed Airway Monitoring System for the NICU, and the RAS system in the U.S., our NextGen McGrath MAC
Nellcor Oxysoft pulse oximetry system for neonatal and video laryngoscopes, Signia power stapling devices, and
adult critical care patients, which received U.S. FDA our Ligasure and Sonicision vessel sealing devices.
clearance during the fourth quarter of fiscal year 2022.
䡲 Continued and future acceptance of less invasive Neuroscience
standards of care in Gastrointestinal and Hepatology
Neuroscience’s products include various spinal implants,
products, including the areas of GI Diagnostic and
bone graft substitutes, biologic products, image-guided
Therapeutic product lines. Recently launched products
surgery and intra-operative imaging systems, robotic
include the PillCam COLON capsule endoscopy, the
guidance systems used in the robot-assisted spine
Barrx platform through ablation with the Barrx 360
procedures, and systems that incorporate advanced
Express catheter, Endoflip imaging systems, Bravo
energy surgical instruments. Neuroscience’s products also
Calibration-free reflux testing, and the Emprint ablation
focus on the treatment of overactive bladder, urinary
system with Thermosphere Technology, which maintains
retention, fecal incontinence, as well as products to treat
predictable spherical ablation zones throughout
ear, nose, and throat (ENT), and therapies to treat the
procedures reducing procedure time and cost.
diseases of the vasculature in and around the brain,
䡲 Continued and future acceptance of Interventional Lung including coils, neurovascular stents and flow diversion
Solutions. Products include our Illumisite navigation products. Neuroscience also manufactures products
platform, combined with our portfolio of biopsy tools related to implantable neurostimulation therapies and
including the Arcpoint pulmonary needle, and to access drug delivery systems for the treatment of chronic pain,
lesions outside the airway, the CrossCountry movement disorders, and epilepsy. Neuroscience’s net
transbronchial access tool. This comprehensive portfolio sales for fiscal year 2022 were $8.8 billion, an increase of
gives the power to display position and access lung 7 percent as compared to fiscal year 2021. Currency had a
nodules in the periphery of the lungs, in a minimally favorable impact on net sales for fiscal year 2022 of
invasive approach to accessing difficult-to-reach areas of $3 million. The net sales increase was primarily due to the
the lung, which may aid in the diagnosis of lung cancer. recovery of global procedure volumes from the declines
䡲 Expanding the use of less invasive treatments and experienced in fiscal year 2021, partially offset by global
furthering our commitment to improving options for supply chain disruptions and declines in China due to
women with abnormal uterine bleeding. Our expanded COVID-19 lockdowns and reduced sales in advance of
and strengthened surgical offerings are expected to potential national volume-based pricing (VBP) tenders.
complement our global gynecology business.

PART II
The graphs below illustrate the percent of Neuroscience net sales by division for fiscal years 2022 and 2021:

NM NM
20% 20%
51% CST 52% CST
29% 28%
Specialty Specialty
Cranial & Spinal Technologies (CST) net sales for fiscal year 䡲 Continued adoption of our integrated solutions through
2022 increased 4 percent as compared to fiscal year 2021. the Surgical Synergy strategy, which integrates our spinal
Net sales growth was primarily driven by Neurosurgery implants with enabling technologies such as imaging,
with strong sales of the Midas Rex powered surgical navigation, power instruments, nerve monitoring, and
instruments and StealthStation Navigation and O-arm Mazor robotics, as well as AI-driven surgical planning,
Imaging System. Growth in CST also occurred in Spine and personalized spinal implants, and robot-assisted surgery
Biologics due to the recovery of global procedural volumes due to Medicrea technologies, acquired in fiscal year
in the U.S., Japan, and Western Europe compared to the 2021.
prior fiscal year. This growth was partially offset by recent 䡲 Market acceptance and continued global adoption of
reduced sales in China in advance of potential national VBP innovative new spine products and procedural solutions
tender in Spine. within our CST division such as our Infinity OCT System
Specialty Therapies (Specialty) net sales for fiscal year 2022 and Prestige LP cervical disc system.
increased 12 percent as compared to fiscal year 2021. Net 䡲 Growth in the broader vertebral compression fracture
sales growth was primarily driven by strength in Pelvic (VCF) and adjacent markets as we continue to pursue the
Health, ENT, and Neurovascular. Pelvic Health’s growth was development of other therapies to treat more patients
led by sales of the recently launched InterStim Micro with VCF, including continued success of both the
neurostimulator and SureScan MRI leads. ENT growth was Kyphon V vertebroplasty system and the Osteocool RF
driven by the sales of StealthStation ENT Navigation Spinal Tumor ablation system.
System despite continued supply constraints in
䡲 Continued acceptance and growth of our ENT and Pelvic
disposables, which are recovering. Neurovascular’s growth
Health therapies within our Specialty Therapies division,
was led by sales of flow diversion, hemorrhagic stroke, and
including our InterStim therapy with InterStim II,
liquid embolic products.
InterStim Micro and InterStim X neurostimulators for the
Neuromodulation (NM) net sales for fiscal year 2022 treatment of the symptoms of overactive bladder, urinary
increased 8 percent as compared to fiscal year 2021. Sales retention, and bowel incontinence, and capital
growth occurred in both Pain Therapies and Brain equipment sales of the Stealth Station ENT surgical
Modulation and reflected a recovery in procedural navigation system and intraoperative NIM nerve
volumes. Net sales growth was driven by strong monitoring system.
performance of the Percept PC deep brain stimulation 䡲 Continued acceptance and growth of the Solitaire FR
(DBS) device with BrainSense technology in Brain revascularization device for treatment of acute ischemic
Modulation. stroke and the Pipeline Embolization Devices,
In addition to the macro-economic and geopolitical factors endovascular treatments for large or giant wide-necked
described in the Executive Level Overview, looking ahead brain aneurysms.
we expect Neuroscience could be affected by the following: 䡲 Continued acceptance of our React Catheter and Riptide
䡲 Continued growth from Enabling Technologies, aspiration system, along with our next-generation
including StealthStation Navigation and O-arm Imaging Solitaire revascularization device.
Systems, Midas Rex Powered Surgical Instruments, and 䡲 Market acceptance and continued global adoption of
ENT Navigation and Power Systems, as well as our Intellis spinal cord stimulator, DTM proprietary
acceptance of the Stealth Autoguide cranial robotic waveform, Evolve workflow algorithm, and Snapshot
guidance platform. reporting to treat chronic pain in major markets around
䡲 Continued sales of Mazor robotic units and associated the world.
market adoption of robot-assisted spine procedures, 䡲 Continued acceptance and growth of our Percept PC
including the Mazor X Stealth, our integrated robotics and DBS device with BrainSense technology, including its
navigation platform. treatment of Parkinson’s Disease, epilepsy, and other
䡲 Continued growth from spine titanium interbody movement disorders.
implants.

PART II
䡲 Market acceptance and growth from SCS therapy for 䡲 Continued growth internationally for the MiniMed 780G
treating Diabetic Peripheral Neuropathy (DPN) on Intellis insulin pump system. The MiniMed 780G system was
rechargeable neurostimulator and Vanta recharge-free approved in the E.U. in June 2020 and has launched in
neurostimulator which received U.S. FDA approval in over 40 countries on four continents outside the U.S. The
January 2022. global adoption of sensor-augmented insulin pump
䡲 Ongoing obligations under the U.S. FDA consent decree systems has resulted in strong sensor attachment rates.
entered in April 2015 relating to the SynchroMed drug 䡲 Continued acceptance and growth of the Guardian
infusion system and the Neuromodulation quality system. Connect CGM system which displays glucose
The U.S. FDA lifted its distribution requirements on our information directly to a smartphone to help ensure
implantable drug pump in October 2017 and its warning patients have access to their glucose levels seamlessly
letter in November 2017. and discretely. The Guardian Connect CGM system is
䡲 Our ability to successfully develop, obtain regulatory available on both Apple iOS and Android devices.
approval of and commercialize the products within our 䡲 Strengthening our position in the diabetes market as a
pipeline, which include, but are not limited to, our result of the September 2020 acquisition of Companion
closed-loop Percept PC and RC devices with adaptive Medical. Companion Medical offered a U.S. FDA cleared
DBS (aDBS), our hemorrhagic stroke intravascular InPen smart pen system that combines the freedom of a
device, and our next-generation spine enabling reusable Bluetooth pen with the intelligence of an
technologies. intuitive mobile application that helps users administer
the appropriate insulin dose. During the third quarter of
Diabetes fiscal year 2021, we integrated our CGM data into the
InPen application, which allows users to have their
Diabetes’ products include insulin pumps, continuous Medtronic CGM readings in real-time alongside insulin
glucose monitoring (CGM) systems, consumables, and dose information, all in one view.
smart insulin pen systems. Diabetes’ sales for fiscal year
䡲 Continued pump and CGM competition in an expanding
2022 were $2.3 billion, a decrease of 3 percent as
global market.
compared to fiscal year 2021. Currency had an unfavorable
impact on net sales for fiscal year 2022 of $2 million. 䡲 Changes in medical reimbursement policies and
Diabetes’ net sales decline for fiscal year 2022 was programs, along with additional payor coverage on
primarily attributable to declines in the U.S. partially offset insulin pumps.
by growth in the MiniMed 780G insulin pump system and 䡲 Resolution of findings contained in a December 2021
integrated CGM in the international markets. U.S. FDA warning letter relating to the MiniMed 600
In addition to the macro-economic and geopolitical factors series insulin pump and a remote controller device for
described in the Executive Level Overview, looking ahead MiniMed 508 and Paradigm pumps. We are currently
we expect Diabetes could be affected by the following: working with the U.S. FDA to resolve the findings. The
existence of the warning letter may limit our ability to
䡲 Patient demand for the MiniMed 770G insulin pump launch certain new Diabetes products in the U.S. prior to
system, which launched in the U.S. in November 2020 resolution of the findings.
and in Japan in January 2022. The system is powered by
SmartGuard technology and features the added benefits 䡲 Our ability to successfully develop, obtain regulatory
of smartphone connectivity and an expanded age approval of and commercialize the products within our
indication to children as young as age two. pipeline, which include, but are not limited to, our
MiniMed 780G insulin pump and the Guardian 4 sensor,
which have been submitted to the U.S. FDA.

PART II
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:
34.8% 33.7%
32.0% 32.5%
8.7% 8.3%
Cost of products sold Research and development expense Selling, general, and administrative
expense
Fiscal year 2022 Fiscal year 2021
Cost of Products Sold and insights into real action to serve real patient needs,
dramatically improving care; and to expand healthcare
We continue to focus on reducing our costs of production access and deliver positive outcomes that go far beyond our
through supplier management, manufacturing products. Research and development expense for fiscal year
improvements, and optimizing our manufacturing network. 2022 was $2.7 billion as compared to $2.5 billion for fiscal
Cost of products sold for fiscal year 2022 was $10.1 billion as year 2021. Fiscal year 2022 included $101 million of
compared to $10.5 billion for fiscal year 2021. The decrease acquisitions of, and license payments for, technology not
in cost of products sold as a percentage of net sales was approved by regulators, primarily in our Diabetes segment.
largely due to the conditions of the pandemic during fiscal
year 2021, which resulted in recognizing a portion of our
fixed overhead costs as period expenses, increases in our
Selling, General, and Administrative
reserves in our excess and obsolete inventory, as well as Expense
negative impact from mix, as products in higher demand had Our goal is to continue to leverage selling, general, and
lower gross margins. The decrease was also attributable to administrative expense initiatives. Selling, general, and
charges from field correction actions in the prior year. Fiscal administrative expense primarily consists of salaries and
year 2022 included $58 million of inventory write-downs wages, other administrative costs, such as professional fees
associated with our June 2021 decision to stop the and marketing expenses, and certain acquisition and
distribution and sale of Medtronic’s HVAD System (MCS restructuring expenses. Selling, general, and administrative
charges). Looking forward, our cost of products sold likely expense for fiscal year 2022 was $10.3 billion as compared
will be further negatively impacted by inflation and higher to $10.1 billion for fiscal year 2021. The decrease in selling,
labor and direct material costs. general, and administrative expense as a percentage of net
sales was primarily driven by net sales growth as a result of
Research and Development Expense the recovery of procedural volumes partially offset by
increases in employee travel as compared to the
We remain committed to deliver the best possible
corresponding period in the prior year when travel was
experiences for every patient, physician, and caregiver we
limited.
serve; to create technologies that expand what’s possible
across the entire human body to transform lives; to turn data

PART II
The following is a summary of other costs and expenses (income):
Fiscal Year
Amortization of intangible assets $ 1,733 $ 1,783
Restructuring charges, net 60 293
Certain litigation charges 95 118
Other operating expense, net 862 315
Other non-operating income, net (318) (336)
Interest expense 553 925
Amortization of Intangible Assets consolidated financial statements in “Item 8. Financial

Statements and Supplementary Data” in this Annual Report
Amortization of intangible assets includes the amortization on Form 10-K.
expense of our definite-lived intangible assets, consisting
of purchased patents, trademarks, tradenames, customer Since inception, the Company has incurred pre-tax exit and
relationships, purchased technology, and other intangible disposal costs and other costs, across all segments, of
assets. $349 million in connection with the Simplification program.
In total, the Company estimates it will recognize
approximately $450 million of exit and disposal costs and
Restructuring Charges, Net other costs related to the Simplification program by the
Enterprise Excellence end of fiscal year 2023.
In the third quarter of fiscal year 2018, we announced a For fiscal years 2022 and 2021, the Company recognized
multi-year global Enterprise Excellence Program designed net charges of $82 million and $268 million, respectively,
to drive long-term business growth and sustainable including $35 million and $241 million, respectively, within
efficiency. Further program details are described in Note 4 restructuring charges, net in the consolidated statements of
of the consolidated financial statements in “Item 8. income which were primarily comprised of employee
Financial Statements and Supplementary Data” in this termination benefits. For fiscal years 2022 and 2021,
Annual Report on Form 10-K. charges also included costs incurred as a direct result of
the restructuring program, such as salaries for employees
Since inception, the Company has incurred pre-tax exit and supporting the program and consulting, including
disposal costs and other costs, across all segments, of $45 million and $27 million, respectively, recognized within
$1.6 billion in connection with the Enterprise Excellence selling, general, and administrative expense in the
program. In total, the Company estimates it will recognize consolidated statements of income. The net charges for
approximately $1.8 billion of exit and disposal costs and fiscal year 2021 included $97 million of incremental
other costs related to the Enterprise Excellence program defined benefit pension and post-retirement related
by the end of fiscal year 2023. expenses for employees that accepted voluntary early
For fiscal years 2022 and 2021, the Company recognized retirement packages.
net charges of $259 million and $349 million, respectively,
including $31 million and $52 million, respectively within Certain Litigation Charges
restructuring charges, net in the consolidated statements of
income which were primarily comprised of employee We classify specified certain litigation charges and gains
termination benefits. For fiscal years 2022 and 2021, related to significant legal matters as certain litigation
charges also included costs incurred as a direct result of charges in the consolidated statements of income. For
the restructuring program, such as salaries for employees additional information, refer to Note 18 of the consolidated
supporting the program and consulting, including financial statements in “Item 8. Financial Statements and
$116 million and $128 million, respectively, recognized Supplementary Data” in this Annual Report on Form 10-K.
within cost of products sold, and $112 million and
$169 million, respectively, recognized within selling, Other Operating Expense, Net
general, and administrative expense in the consolidated
statements of income. Other operating expense, net primarily includes royalty
income and expense, currency remeasurement and
derivative gains and losses, Puerto Rico excise taxes,
Simplification
changes in the fair value of contingent consideration,
In the first quarter of fiscal year 2021, we initiated our changes in amounts accrued for certain contingent
Simplification restructuring program designed to make the liabilities for a past acquisition, MCS charges, impairment
Company a more nimble and competitive organization. charges, and income from funded research and
Further program details are described in Note 4 of the development arrangements.

PART II
The increase in other operating expense, net was primarily benefit cost, investment gains and losses, and interest
driven by MCS charges recorded in fiscal year 2022. The income. The decrease in other non-operating income, net
charges of $823 million primarily included $409 million of for fiscal year 2022 is driven by our equity method and
intangible asset impairments and $366 million for minority investments portfolio offset by an increase in
commitments and obligations, including customer support income from the non-service component of net periodic
obligations, restructuring, and other associated costs. The pension and postretirement benefit cost. Gains on equity
increase was partially offset by changes in fair value of method and minority investments were $30 million and
contingent consideration, which resulted in $103 million of $61 million for fiscal year 2022 and 2021, respectively, and
income for fiscal year 2022 as compared to $36 million of income related to the non-service component of net
expense in fiscal year 2021. The net currency impact of periodic pension and postretirement benefits were
remeasurement expense and our hedging programs also $107 million and $86 million, respectively.
partially offset the increase with $70 million of income in
fiscal year 2022 and $47 million of expense in fiscal year Interest Expense
2021. Finally, contributing to the change was a
$132 million gain related to amounts accrued for certain Interest expense includes interest incurred on our
contingent liabilities for a past acquisition and $76 million outstanding borrowings, amortization of debt issuance
of impairment charges related to the abandonment of costs and debt premiums or discounts, amortization of
certain intangible assets, both in fiscal year 2021. gains or losses on terminated or de-designated interest
Additional information regarding the MCS charges is rate derivative instruments, and charges recognized in
described in Note 4 of the consolidated financial connection with the tender and early redemption of senior
statements in “Item 8. Financial Statements and notes. The decrease in interest expense for fiscal year 2022
Supplementary Data” in this Annual Report on Form 10-K. was primarily due to the $308 million charge incurred as a
result of the early redemption of approximately $6.0 billion
of debt during fiscal year 2021.
Other Non-Operating Income, Net
Other non-operating income, net includes the non-service
component of net periodic pension and postretirement
INCOME TAXES
Fiscal Year
Income tax provision (benefit) $ 456 $ 265
Income before income taxes 5,517 3,895
Effective tax rate 8.3% 6.8%
Non-GAAP income tax provision $ 1,084 $ 802
Non-GAAP income before income taxes 8,609 6,804
Non-GAAP Nominal Tax Rate 12.6% 11.8%
Difference between the effective tax rate and Non-GAAP Nominal Tax Rate 4.3% 5.0%
Many of the countries we operate in have statutory tax Our effective tax rate for fiscal year 2022 was 8.3 percent,
rates lower than our U.S. statutory rate, thereby resulting in as compared to 6.8 percent in fiscal year 2021. Our
an overall effective tax rate less than the U.S. statutory rate Non-GAAP Nominal Tax Rate for fiscal year 2022 was
of 21.0 percent. A significant portion of our earnings are 12.6 percent, as compared to 11.8 percent in fiscal year
generated from operations in Puerto Rico, Switzerland, and 2021. The increase in both the effective tax rate and the
Ireland. The statutory tax rates for these jurisdictions range Non-GAAP Nominal Tax Rate was primarily due to year-
from 12.5 percent to 37.5 percent. Our earnings in Puerto over-year changes in operational results by jurisdiction.
Rico are subject to certain tax incentive grants which
During fiscal year 2022, we recognized $89 million of
provide for tax rates lower than the country’s statutory tax
operational tax benefits. The operational tax benefits
rates. Unless our tax incentive grants are extended, they
included a $46 million benefit from excess tax benefits
will expire between fiscal years 2023 and 2034. The tax
associated with stock-based compensation, and a
incentive grants, which expired during fiscal year 2022, did
$43 million net benefit associated with the resolution of
not have a material impact on our financial results. See
certain income tax audits, finalization of certain tax returns,
Note 13 to the consolidated financial statements in “Item 8.
changes to uncertain tax position reserves, and changes to
Financial Statements and Supplementary Data” in this
certain deferred income tax balances.
Annual Report on Form 10-K for additional information.

PART II
During fiscal year 2021, we recognized $51 million of provision (benefit) in the consolidated statement of
operational tax benefits, which included a $46 million income, included the following:
benefit from excess tax benefits associated with stock- 䡲 A net benefit of $106 million associated with the
based compensation. resolution of an audit at the IRS Appellate level for fiscal
An increase in our Non-GAAP Nominal Tax Rate of one years 2012, 2013, and 2014. The issues resolved relate to
percent would result in an additional income tax provision the utilization of certain net operating losses and the
for fiscal years 2022 and 2021 of approximately $86 million allocation of income between Medtronic, Inc. and its
and $68 million, respectively. 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.
Certain Tax Adjustments
䡲 A net cost of $73 million related to a tax basis adjustment
During fiscal year 2022, the net benefit from certain tax of previously established deferred tax assets from
adjustments of $50 million, recognized in income tax intercompany intellectual property transactions. The
provision (benefit) in the consolidated statement of cumulative amount of deferred tax benefit previously
income, included the following: recognized from intercompany intellectual property
䡲 A benefit of $82 million associated with a step up in tax transactions and recorded as Certain Tax Adjustments is
basis for Swiss Cantonal purposes. $1.5 billion. The corresponding deferred tax assets will be
amortized over a period of approximately 20 years.
䡲 A benefit of $82 million related to a change in tax rates
on intangible assets. 䡲 A cost of $50 million associated with the amortization of
the previously established deferred tax assets from
䡲 A cost of $47 million associated with the amortization of
intercompany intellectual property transactions. 䡲 A net cost of $25 million associated with an internal
restructuring and intercompany sale of assets.
䡲 A cost of $41 million associated with a change in the
Company’s permanent reinvestment assertion on certain 䡲 A benefit of $83 million related to the capitalization of
historical earnings. certain research and development costs for U.S. income
tax purposes and the establishment of a deferred tax
䡲 A net cost of $26 million primarily associated with an
asset at the U.S. federal statutory tax rate.
intercompany sale of assets.
Certain tax adjustments will affect the comparability of our
During fiscal year 2021, the net benefit from certain tax
operating results between periods. Therefore, we consider
adjustments of $41 million, recognized in income tax
these Non-GAAP Adjustments. Refer to the “Executive
Level Overview” section of this Management’s Discussion
and Analysis for further discussion of these adjustments.
LIQUIDITY AND CAPITAL RESOURCES

We are currently in a strong financial position, and we planning processes. We consider the liquidity necessary to
believe our balance sheet and liquidity as of April 29, 2022 fund our operations, which includes working capital needs,
provide us with flexibility, and our cash, cash equivalents, investments in research and development, property, plant,
and current investments, along with our credit facility and and equipment, and other operating costs. We also
related commercial paper programs will satisfy our consider capital allocation alternatives that balance
foreseeable operating needs. returning value to shareholders through dividends and
share repurchases, satisfying maturing debt, and acquiring
Our liquidity and capital structure are evaluated regularly
businesses and technology.
within the context of our annual operating and strategic

PART II
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:
Fiscal Year
Cash provided by (used in):
Operating activities $ 7,346 $ 6,240
Investing activities (1,659) (2,866)
Financing activities (5,336) (4,136)
Effect of exchange rate changes on cash and cash equivalents (231) 215
Net change in cash and cash equivalents $ 121 $ (547)
Operating Activities Debt and Capital

The $1.1 billion increase in net cash provided was primarily Our capital structure consists of equity and interest-bearing
driven by an increase in cash collected from customers debt. We primarily utilize unsecured senior debt
along with a decrease in cash paid for income taxes. The obligations to meet our financing needs and, to a lesser
increase in net cash provided was partially offset by an extent, bank borrowings. From time to time, we may
increase in cash paid to employees. The increase in cash repurchase our outstanding debt obligations in the open
collected from customers was primarily related to market or through privately negotiated transactions.
COVID-19 driving decreased sales in the fourth quarter of
Total debt at April 29, 2022 was $24.1 billion, as compared
fiscal year 2020 and first quarter of fiscal year 2021. The
to $26.4 billion at April 30, 2021. The decrease in total
decrease in cash paid for income taxes was primarily due
debt was driven by fluctuations in exchange rates as it
to increased estimated federal tax payments and tax
pertains to our Euro-denominated senior notes.
payments associated with IRS audit settlements in fiscal
year 2021. Cash paid to employees increased due to Subsequent to fiscal year 2022, on May 2, 2022, we
higher annual incentive plan payouts compared to the entered into a term loan agreement (Fiscal 2023 Loan
prior fiscal year. Agreement) with Mizuho Bank, Ltd. for an aggregate
principal amount of up to ¥300 billion with a term of 364
Investing Activities days. In May and June 2022, Medtronic Luxco borrowed an
aggregate of ¥297 billion, or approximately $2.3 billion, of
The $1.2 billion decrease in net cash used was primarily the term loan, under the Fiscal 2023 Loan Agreement. The
attributable to a decrease in cash paid for acquisitions of Company used the net proceeds of the borrowings to fund
$903 million, as well as a decrease of net purchases of the early redemption of $1.9 billion of Medtronic Inc.
investments of $273 million as compared to fiscal year Senior Notes for $1.9 billion of total consideration, and
2021. $368 million of Medtronic Luxco Senior Notes for
$376 million of total consideration. The Company will
Financing Activities recognize a total loss on debt extinguishment of
$53 million in the quarter ended July 29, 2022, which
The $1.2 billion increase in net cash used was largely the primarily includes cash premiums and accelerated
result of the increase of share repurchases of $1.9 billion. amortization of deferred financing costs and debt
The increase in net cash used was offset by a decrease in discounts and premiums. The loss will be recognized in
short-term borrowings of $311 million. For fiscal year 2021, interest expense in the consolidated statements of income.
financing cash flows were impacted by the Mizuho Bank
term loan under which we borrowed ¥300 billion in the first We repurchase our ordinary shares on occasion as part of
quarter of fiscal year 2021, which was subsequently repaid our focus on returning value to our shareholders. In March
in the fourth quarter of fiscal year 2021. Fiscal year 2021 2019, the Company’s Board of Directors authorized the
financing cash flows were also impacted by the issuance of repurchase of $6.0 billion of the Company’s ordinary
$7.2 billion of Euro-denominated senior notes offset by the shares. There is no specific time period associated with
early redemption of $6.0 billion of senior notes for these repurchase authorizations. During fiscal years 2022
$6.3 billion of total consideration, and repayment of an and 2021, we repurchased a total of 22 million and
additional $911 million of Euro-denominated senior notes. 4 million shares, respectively, under these programs at an
For more information on the Mizuho Bank term loan, and average price of $113.11 and $126.80, respectively. At
issuances and redemptions of senior notes, refer to Note 6 April 29, 2022, we had approximately $3.0 billion
of the consolidated financial statements in “Item 8. remaining under the share repurchase program authorized
Financial Statements and Supplementary Data” in this by our Board of Directors.
Annual Report on Form 10-K.

PART II
For more information on credit arrangements, see Note 6 to a maximum aggregate amount outstanding at any time
of the consolidated financial statements in “Item 8. of $3.5 billion. At both April 29, 2022 and April 30, 2021,
Financial Statements and Supplementary Data” in this we had no commercial paper outstanding. The issuance of
Annual Report on Form 10-K. commercial paper reduces the amount of credit available
under our existing line of credit, as explained below.
Liquidity We also have a $3.5 billion five-year syndicated credit
Our liquidity sources at April 29, 2022 included $3.7 billion facility (Credit Facility), which expires in December 2026. At
of cash and cash equivalents and $6.9 billion of current each anniversary date of the Credit Facility, we can request
investments. Additionally, we maintain commercial paper a one-year extension of the maturity date. The Credit
programs and a Credit Facility. Facility provides backup funding for the commercial paper
programs and may also be used for general corporate
Our investments primarily include available-for-sale debt purposes. The Credit Facility provides us with the ability to
securities, including U.S. and non-U.S. government and increase our borrowing capacity by an additional
agency securities, corporate debt securities, mortgage- $1.0 billion at any time during the term of the agreement.
backed securities, certificates of deposit, and other asset- At April 29, 2022 and April 30, 2021, no amounts were
backed securities. See Note 5 to the consolidated financial outstanding under the Credit Facility.
statements in “Item 8. Financial Statements and
Supplementary Data” in this Annual Report on Form 10-K Interest rates on advances of our Credit Facility are
for additional information regarding fair value determined by a pricing matrix based on our long-term
measurements. debt ratings assigned by Standard & Poor’s Ratings
Services (S&P) and Moody’s Investors Service (Moody’s).
We maintain multicurrency commercial paper programs for Facility fees are payable on the Credit Facility and are
short-term financing, which allow us to issue unsecured determined in the same manner as the interest rates. We
commercial paper notes on a private placement basis up 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:
Agency Rating (1)

April 29, 2022 April 30, 2021
Standard & Poor’s Ratings Services
Long-term debt A A
Short-term debt A-1 A-1
Moody’s Investors Service
Long-term debt A3 A3
Short-term debt P-2 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 Contractual Obligations and Cash
debt ratings at April 29, 2022 were unchanged as
compared to the ratings at April 30, 2021. We do not
Requirements
expect the S&P and Moody’s ratings to have a significant We have future contractual obligations and other minimum
impact on our liquidity or future flexibility to access commercial commitments that are entered into in the
additional liquidity given our balance sheet, Credit Facility, normal course of business, some of which are recorded in
and related commercial paper programs. 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.

PART II
Presented below is a summary of our off-balance sheet contractual obligations and other minimum commercial
commitments at April 29, 2022, as well as long-term contractual obligations reflected in the balance sheet at April 29, 2022.
Maturity by Fiscal Year

(in millions) Total 2023 2024 2025 2026 2027 Thereafter
Contractual obligations related to off-balance
sheet arrangements:
Commitments to fund minority investments,
milestone payments, and royalty obligations(1) $ 233 $ 95 $ 54 $ 30 $ 18 $ 18 $ 19
Interest payments(2) 6,902 466 460 460 394 391 4,732
Other(3) 995 445 235 121 66 34 94
Contractual obligations reflected in the balance
sheet(4):
Debt obligations(5) $ 24,275 $ 3,744 $ 6 $ 1,895 $ 2,133 $ 1,969 $ 14,528
Operating leases 976 213 164 130 103 82 284
Contingent consideration(6) 119 35 49 33 1 — —
Tax obligations(7) 1,496 176 330 440 550 — —
(1) 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.
(2) 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.
(3) 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.
(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.
(5) Includes the current and non-current portion of our Senior Notes and bank borrowings. Excludes debt premium and discount,
unamortized gains from terminated interest rate swap agreements, and commercial paper. See Notes 6 and 7 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 and interest rate swap agreements, respectively.
(6) 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.
(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 may be different than estimated and could have a material
agreements that require us to indemnify customers or effect on our consolidated earnings, financial position,
suppliers for specific risks, such as claims for injury or and/or cash flows.
property damage arising as a result of our products or the
We record tax liabilities in our consolidated financial
negligence of our personnel or claims alleging that our
statements for amounts that we expect to repatriate from
products infringe third-party patents or other intellectual
subsidiaries (to the extent the repatriation would be
property. Our maximum exposure under these
subject to tax); however, no tax liabilities are recorded for
indemnification provisions is unable to be estimated, and
amounts we consider to be permanently reinvested. We
we have not accrued any liabilities within our consolidated
expect to have access to the majority of our cash flows in
financial statements or included any indemnification
the future. In addition, we continue to evaluate our legal
provisions in the table above. Historically, we have not
entity structure supporting our business operations, and to
experienced significant losses on these types of
the extent such evaluation results in a change to our overall
indemnification agreements.
business structure, we may be required to accrue for
Note 18 to the consolidated financial statements in “Item 8. additional tax obligations.
Financial Statements and Supplementary Data” in this
Beyond the contractual obligations and other minimum
Annual Report on Form 10-K provides information
commercial commitments outlined above, we have
regarding amounts we have accrued related to legal
recurring cash requirements arising from the normal
matters. In accordance with U.S. GAAP, we record a liability
operation of our business that include capital expenditures,
in our consolidated financial statements for these matters
research and developments costs, and other operational
when a loss is known or considered probable and the
costs.
amount can be reasonably estimated. Actual settlements

PART II
We believe our balance sheet and liquidity provide us with The preparation of the consolidated financial statements, in
flexibility, and our cash, cash equivalents, current conformity with U.S. GAAP, requires us to use judgment in
investments, Credit Facility and related commercial paper making estimates and assumptions that affect the reported
programs as well as our ability to generate operating cash amounts of assets, liabilities, revenues, and expenses.
flows will satisfy our current and future contractual These estimates reflect our best judgment about economic
obligations and cash requirements. We regularly review and market conditions and the potential effects on the
our capital needs and consider various investing and valuation and/or carrying value of assets and liabilities
financing alternatives to support our requirements. based upon relevant information available. We base our
estimates on historical experience and on various
assumptions that are believed to be reasonable under the
ACQUISITIONS circumstances, the results of which form the basis for
making judgments about the carrying values of assets and
Affera, Inc. Pending Acquisition liabilities that are not readily apparent from other sources.
On January 10, 2022, Medtronic and Affera, Inc. (Affera) Our critical accounting estimates include the following:
entered into a definitive agreement in which Medtronic will
acquire Affera for $925 million, including up to
$250 million of contingent consideration related to certain
Litigation Contingencies
technical and regulatory milestones. The acquisition is We are involved in a number of legal actions involving
pending clearance of anti-trust filings and other closing product liability, intellectual property and commercial
conditions. disputes, shareholder related matters, environmental
proceedings, tax disputes, and governmental proceedings
Intersect ENT Acquisition and investigations. The outcomes of these legal actions are
not completely within our control and may not be known
Subsequent to fiscal year 2022, on May 13, 2022, the for prolonged periods of time. In some actions, the
Company acquired Intersect ENT. Total consideration for enforcement agencies or private claimants seek damages,
the transaction was approximately $1.2 billion to acquire all as well as other civil or criminal remedies (including
outstanding shares of Intersect ENT for $28.25 per share. injunctions barring the sale of products that are the subject
Additional information regarding acquisitions is included in of the proceeding), that could require significant
Note 3 of the consolidated financial statements in “Item 8. expenditures or result in lost revenues or limit our ability to
Financial Statements and Supplementary Data” within this conduct business in the applicable jurisdictions. Estimating
Annual Report on Form 10-K. 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
SUBSEQUENT EVENTS or indeterminate claims for damages; potentially involve
On May 25, 2022, the Company and DaVita Inc. (“DaVita”) penalties, fines, or punitive damages; or could result in a
entered into a definitive agreement with the intent to form change in business practice. The Company records a
a new, independent kidney care-focused medical device liability in the consolidated financial statements for loss
company (“NewCo”) with equal equity ownership. The contingencies when a loss is known or considered
transaction is expected to close in calendar year 2023, probable, and the amount may be reasonably estimated. If
subject to customary regulatory approvals and closing the reasonable estimate of a known or probable loss is a
conditions. We are contributing our entire Renal Care range, and no amount within the range is a better estimate
Solutions business (“RCS”) to NewCo. RCS is part of the than any other, the minimum amount of the range is
Respiratory, Gastrointestinal, and Renal division in our accrued. If a loss is reasonably possible but not known or
Medical Surgical portfolio, and had revenue of $325 million probable, and may be reasonably estimated, the estimated
in fiscal year 2022. We expect to record a non-cash pre-tax loss or range of loss is disclosed. Our significant legal
impairment of long-lived assets of $60 million to proceedings are discussed in Note 18 to the consolidated
$90 million in the quarter ending July 29, 2022 related to financial statements in “Item 8. Financial Statements and
goodwill. Supplementary Data” in this Annual Report on Form 10-K.
Income Tax Reserves

CRITICAL ACCOUNTING ESTIMATES
We establish reserves when, despite our belief that our tax
We have used various accounting policies to prepare the return positions are fully supportable, we believe that
consolidated financial statements in accordance with U.S. certain positions are likely to be challenged and that we
GAAP. Our significant accounting policies are disclosed in may or may not prevail. Under U.S. GAAP, if we determine
Note 1 to the consolidated financial statements in “Item 8. that a tax position is more likely than not of being sustained
Financial Statements and Supplementary Data” in this upon audit, based solely on the technical merits of the
Annual Report on Form 10-K. position, we recognize the benefit. We measure the benefit

PART II
by determining the amount that is greater than 50 percent discount those cash flows to present value, and the
likely of being realized upon settlement. We presume that assessment of the asset’s life cycle. The estimates could be
all tax positions will be examined by a taxing authority with impacted by legal, technical, regulatory, economic, and
full knowledge of all relevant information. The calculation competitive risks.
of our tax liabilities involves dealing with uncertainties in
the application of complex tax regulations in a multitude of The test for impairment of goodwill requires us to make
jurisdictions across our global operations. We regularly several estimates related to projected future cash flows to
monitor our tax positions and tax liabilities. We reevaluate determine the fair value of the goodwill reporting units.
the technical merits of our tax positions and recognize an Our estimates associated with the goodwill impairment test
uncertain tax benefit, or derecognize a previously recorded are considered critical due to the amount of goodwill
tax benefit, when there is (i) a completion of a tax audit, recorded on our consolidated balance sheets and the
(ii) effective settlement of an issue, (iii) a change in judgment required in determining fair value. We assess the
applicable tax law including a tax case or legislative impairment of goodwill at the reporting unit level annually
guidance, or (iv) the expiration of the applicable statute of as of the first day of the third quarter and whenever an
limitations. Significant judgment is required in accounting event occurs or circumstances change that would indicate
for tax reserves. Although we believe that we have that the carrying amount may be impaired.
adequately provided for liabilities resulting from tax We also test definite-lived intangible assets for impairment
assessments by taxing authorities, positions taken by these when an event occurs or circumstances change that would
tax authorities could have a material impact on our indicate the carrying amount of the assets or asset group
effective tax rate, consolidated earnings, financial position may be impaired. We assess the impairment of indefinite-
and/or cash flows. lived intangible assets annually in the third quarter and
whenever an event occurs or circumstances change that
Valuation of Intangible Assets and Goodwill would indicate that the carrying amount may be impaired.
When we acquire a business, the assets acquired and Our tests for goodwill and intangible assets are based on
liabilities assumed are recorded at their respective fair future cash flows that require significant judgment with
values at the acquisition date. Goodwill is the excess of the respect to future revenue and expense growth rates,
purchase price over the estimated fair value of net assets of appropriate discount rates, asset groupings, and other
acquired businesses. Intangible assets primarily include assumptions and estimates. We use estimates that are
patents, trademarks, tradenames, customer relationships, consistent with the highest and best use of the assets
purchased technology, and in-process research and based on a market participant’s view of the assets being
development. Determining the fair value of intangible evaluated. Actual results may differ from our estimates due
assets acquired as part of a business combination requires to a number of factors including, among others, changes in
us to make significant estimates. These estimates include competitive conditions, timing of regulatory approval,
the amount and timing of projected future cash flows of results of clinical trials, changes in worldwide economic
each project or technology, the discount rate used to conditions, and fluctuations in currency exchange rates.
NEW ACCOUNTING PRONOUNCEMENTS

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

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

PART II
Guarantees of Medtronic Luxco Senior 䡲 Subsidiary Guarantors - Medtronic Luxco, Covidien Ltd.,
and Covidien Group Holdings Ltd. (CIFSA Subsidiary
Notes Guarantors)
䡲 Parent Company Guarantor - Medtronic plc
The following tables present summarized financial
䡲 Subsidiary Issuer - Medtronic Luxco information for the fiscal year ended April 29, 2022 for the
obligor groups of Medtronic and Medtronic Luxco Senior
䡲 Subsidiary Guarantor - Medtronic, Inc. 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
Guarantees of CIFSA Senior Notes summarized financial information is presented after
䡲 Parent Company Guarantor - Medtronic plc elimination of (i) intercompany transactions and balances
among the guarantors and issuers and (ii) equity in
䡲 Subsidiary Issuer - CIFSA 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 29, 2022 was as follows:
Medtronic & Medtronic

(in millions) Luxco Senior Notes (1) CIFSA Senior Notes (2)
Net sales $2,063 $ —
Operating profit 469 (5)
Loss before income taxes (518) (974)
Net loss attributable to Medtronic (529) (1,005)
The summarized balance sheet information for the fiscal year ended April 29, 2022 was as follows:
Medtronic & Medtronic

(in millions) Luxco Senior Notes (1) CIFSA Senior Notes (2)
Total current assets(3) $20,767 $ 6,881
Total noncurrent assets(4) 12,099 8,293
Total current liabilities(5) 32,647 24,302
Total noncurrent liabilities(6) 50,542 60,292
Noncontrolling interests 171 171
(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. Please refer to the guarantee summary above for further details.
(3) Includes receivables due from non-guarantor subsidiaries of $20.2 billion and $6.9 billion for Medtronic & Medtronic Luxco Senior
Notes, and CIFSA Senior Notes, respectively.
(4) Includes loans receivable due from non-guarantor subsidiaries of $6.5 billion and $8.3 billion for Medtronic & Medtronic Luxco Senior
(5) Includes payables due to non-guarantor subsidiaries of $26.4 billion and $20.2 billion for Medtronic & Medtronic Luxco Senior Notes,
and CIFSA Senior Notes, respectively.
(6) Includes loans payable due to non-guarantor subsidiaries of $29.0 billion and $46.4 billion for Medtronic & Medtronic Luxco Senior

PART II
Item 7A Quantitative and Qualitative Disclosures About Market Risk
Item 7A. Quantitative and Qualitative Disclosures About Market

Risk
CURRENCY EXCHANGE RATE RISK

Due to the global nature of our operations, we are regarding our currency exchange rate derivative
exposed to currency exchange rate changes, which may instruments is included in Note 7 to the consolidated
cause fluctuations in earnings and cash flows. Fluctuations financial statements in “Item 8. Financial Statements and
in the currency exchange rates of currency exposures that Supplementary Data” in this Annual Report on Form 10-K.
are unhedged, such as in certain emerging markets, may
A sensitivity analysis of changes in the fair value of all
result in future earnings and cash flow volatility. The gross
currency exchange rate derivative contracts at April 29,
notional amount of all currency exchange rate derivative
2022 and April 30, 2021 indicates that, if the U.S. dollar
instruments outstanding at April 29, 2022 and April 30,
uniformly strengthened/weakened by 10 percent against
2021 was $13.8 billion and $14.7 billion, respectively. At
all currencies, it would have the following impact on the fair
April 29, 2022, these contracts were in a net unrealized
value of these contracts:
gain position of $586 million. Additional information
Increase (decrease)
(in millions) April 29, 2022 April 30, 2021
10% appreciation in the U.S. dollar $ 903 $ 995
10% depreciation in the U.S. dollar (903) (995)
Any gains and losses on the fair value of derivative the underlying transactions. These offsetting gains and
contracts would generally be offset by gains and losses on losses are not reflected in the above analysis.
INTEREST RATE RISK

We are subject to interest rate risk on our short-term affecting our investments in interest rate sensitive
investments and our borrowings. We manage interest rate instruments, which include our marketable debt securities.
risk in the aggregate, while focusing on our immediate and
A sensitivity analysis of the impact on our interest rate-
intermediate liquidity needs. Our debt portfolio at April 29,
sensitive financial instruments of a hypothetical 10 basis
2022 was comprised of debt predominantly denominated
point change in interest rates, as compared to interest
in U.S. dollars and Euros, of which substantially all is fixed
rates at April 29, 2022 and April 30, 2021, would have the
rate debt. We are also exposed to interest rate changes
following impact on the fair value of these instruments:
Increase (decrease)
10 basis point increase in interest rates $ 53 $ 21
10 basis point decrease in interest rates (53) (21)
For a discussion of current market conditions and the in this Annual Report on Form 10-K. For additional
impact on our financial condition and results of operations, discussion of market risk, see Notes 5 and 7 to the
see the “Liquidity” section of the Management’s Discussion consolidated financial statements in “Item 8. Financial
and Analysis in “Item 7. Management’s Discussion and Statements and Supplementary Data” in this Annual Report
Analysis of Financial Condition and Results of Operations” on Form 10-K.

PART II
Item 8 Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Medtronic are required to be independent with respect to the
plc Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the
Opinions on the Financial Statements and Securities and Exchange Commission and the PCAOB.
Internal Control over Financial Reporting We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and
We have audited the accompanying consolidated balance perform the audits to obtain reasonable assurance about
sheets of Medtronic plc and its subsidiaries (the whether the consolidated financial statements are free of
“Company”) as of April 29, 2022 and April 30, 2021, and material misstatement, whether due to error or fraud, and
the related consolidated statements of income, of whether effective internal control over financial reporting
comprehensive income, of equity and of cash flows for was maintained in all material respects.
each of the three years in the period ended April 29, 2022,
including the related notes and schedule of valuation and Our audits of the consolidated financial statements
qualifying accounts for each of the three years in the included performing procedures to assess the risks of
period ended April 29, 2022 appearing under Item 15(a)(1) material misstatement of the consolidated financial
(collectively referred to as the “consolidated financial statements, whether due to error or fraud, and performing
statements”). We also have audited the Company’s internal procedures that respond to those risks. Such procedures
control over financial reporting as of April 29, 2022, based included examining, on a test basis, evidence regarding
on criteria established in Internal Control—Integrated the amounts and disclosures in the consolidated financial
Framework (2013) issued by the Committee of Sponsoring statements. Our audits also included evaluating the
Organizations of the Treadway Commission (COSO). accounting principles used and significant estimates made
by management, as well as evaluating the overall
In our opinion, the consolidated financial statements presentation of the consolidated financial statements. Our
referred to above present fairly, in all material respects, the audit of internal control over financial reporting included
financial position of the Company as of April 29, 2022 and obtaining an understanding of internal control over
April 30, 2021, and the results of its operations and its cash financial reporting, assessing the risk that a material
flows for each of the three years in the period ended weakness exists, and testing and evaluating the design and
April 29, 2022 in conformity with accounting principles operating effectiveness of internal control based on the
generally accepted in the United States of America. Also in assessed risk. Our audits also included performing such
our opinion, the Company maintained, in all material other procedures as we considered necessary in the
respects, effective internal control over financial reporting circumstances. We believe that our audits provide a
as of April 29, 2022, based on criteria established in reasonable basis for our opinions.
Internal Control—Integrated Framework (2013) issued by
the COSO.
Definition and Limitations of Internal Control
Change in Accounting Principle over Financial Reporting
As discussed in Note 1 to the consolidated financial A company’s internal control over financial reporting is a
statements, the Company changed the manner in which it process designed to provide reasonable assurance
accounts for leases in fiscal year 2020. regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
Basis for Opinions A company’s internal control over financial reporting
The Company’s management is responsible for these includes those policies and procedures that (i) pertain to
consolidated financial statements, for maintaining effective the maintenance of records that, in reasonable detail,
internal control over financial reporting, and for its accurately and fairly reflect the transactions and
assessment of the effectiveness of internal control over dispositions of the assets of the company; (ii) provide
financial reporting, included in Management’s Annual reasonable assurance that transactions are recorded as
Report on Internal Control Over Financial Reporting necessary to permit preparation of financial statements in
appearing under Item 9A. Our responsibility is to express accordance with generally accepted accounting principles,
opinions on the Company’s consolidated financial and that receipts and expenditures of the company are
statements and on the Company’s internal control over being made only in accordance with authorizations of
financial reporting based on our audits. We are a public management and directors of the company; and
accounting firm registered with the Public Company (iii) provide reasonable assurance regarding prevention or
Accounting Oversight Board (United States) (PCAOB) and timely detection of unauthorized acquisition, use, or

PART II
disposition of the company’s assets that could have a effectiveness to future periods are subject to the risk that
material effect on the financial statements. controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
Because of its inherent limitations, internal control over
policies or procedures may deteriorate.
financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
Critical Audit Matters $1.661 billion, of which the Puerto Rico manufacturing
reserve makes up a significant portion.
The critical audit matter communicated below is a matter
arising from the current period audit of the consolidated The principal considerations for our determination that
financial statements that was communicated or required to performing procedures relating to the income tax reserve
be communicated to the audit committee and that for the uncertain tax position related to Puerto Rico
(i) relates to accounts or disclosures that are material to the manufacturing is a critical audit matter are the significant
consolidated financial statements and (ii) involved our judgment by management when determining the reserve,
especially challenging, subjective, or complex judgments. including a high degree of estimation uncertainty relative
The communication of critical audit matters does not alter to the unresolved issue with the IRS involving one of the
in any way our opinion on the consolidated financial Company’s manufacturing sites. This in turn led to a high
statements, taken as a whole, and we are not, by degree of auditor judgment, effort, and subjectivity in
communicating the critical audit matter below, providing a performing procedures and evaluating audit evidence to
separate opinion on the critical audit matter or on the support management’s accurate measurement of the
accounts or disclosures to which it relates. income tax reserve for the uncertain tax position related to
Puerto Rico manufacturing, as the nature of the evidence is
often highly subjective.
Income Tax Reserve for the Uncertain Tax Position Related
Addressing the matter involved performing procedures
to Puerto Rico Manufacturing
and evaluating audit evidence in connection with forming
As described in Notes 13 and 18 to the consolidated our overall opinion on the consolidated financial
financial statements, management records reserves for statements. These procedures included testing the
uncertain tax positions related to unresolved matters with effectiveness of controls relating to the recognition of the
the Internal Revenue Service (IRS) and other taxing income tax reserves for uncertain tax positions, as well as
authorities. A remaining unresolved issue with the IRS, controls over measurement of the reserves. These
relates to the allocation of income between Medtronic, Inc. procedures also included, among others (i) testing
and its wholly-owned subsidiary operating in Puerto Rico, management’s process for determining the reserve for the
which is one of the Company’s manufacturing sites. These uncertain tax position, (ii) evaluating the status and results
reserves are subject to a high degree of estimation and of the related U. S. Tax Court case, and (iii) evaluating the
management judgment. Total reserves relating to consistency of the reserve calculation with the relevant
uncertain tax positions as of April 29, 2022 were documents related to the tax court case.
/s/ PricewaterhouseCoopers LLP

Minneapolis, Minnesota
June 23, 2022
We have served as the Company’s auditor since 1963.

PART II
Medtronic plc
Consolidated Statements of Income
Fiscal Year
(in millions, except per share data) 2022 2021 2020
Net sales $ 31,686 $ 30,117 $ 28,913
Costs and expenses:
Cost of products sold, excluding amortization of intangible assets 10,145 10,483 9,424
Research and development expense 2,746 2,493 2,331
Selling, general, and administrative expense 10,292 10,148 10,109
Amortization of intangible assets 1,733 1,783 1,756
Restructuring charges, net 60 293 118
Certain litigation charges 95 118 313
Other operating expense, net 862 315 71
Operating profit 5,752 4,484 4,791
Other non-operating income, net (318) (336) (356)
Interest expense 553 925 1,092
Income before income taxes 5,517 3,895 4,055
Income tax provision (benefit) 456 265 (751)
Net income 5,062 3,630 4,806
Net income attributable to noncontrolling interests (22) (24) (17)
Net income attributable to Medtronic $ 5,039 $ 3,606 $ 4,789
Basic earnings per share $ 3.75 $ 2.68 $ 3.57
Diluted earnings per share $ 3.73 $ 2.66 $ 3.54
Basic weighted average shares outstanding 1,342.4 1,344.9 1,340.7
Diluted weighted average shares outstanding 1,351.4 1,354.0 1,351.1
The accompanying notes are an integral part of these consolidated financial statements.

PART II
Medtronic plc
Consolidated Statements of Comprehensive Income
Fiscal Year
(in millions) 2022 2021 2020
Net income $ 5,062 $ 3,630 $ 4,806
Other comprehensive income (loss), net of tax:
Unrealized (loss) gain on investment securities (301) 92 45
Translation adjustment (2,086) 1,699 (829)
Net investment hedge 2,299 (1,694) 405
Net change in retirement obligations 574 505 (544)
Unrealized (loss) gain on cash flow hedges 727 (519) 72
Other comprehensive income (loss) 1,213 83 (851)
Comprehensive income including noncontrolling interests 6,274 3,713 3,955
Comprehensive income attributable to noncontrolling interests (16) (32) (15)
Comprehensive income attributable to Medtronic $ 6,258 $ 3,681 $ 3,940

PART II
Medtronic plc
Consolidated Balance Sheets

ASSETS
Current assets:
Cash and cash equivalents $ 3,714 $ 3,593
Investments 6,859 7,224
Accounts receivable, less allowances and credit losses of $230 and $241, respectively 5,551 5,462
Inventories, net 4,616 4,313
Other current assets 2,318 1,955
Total current assets 23,059 22,548
Property, plant, and equipment, net 5,413 5,221
Goodwill 40,502 41,961
Other intangible assets, net 15,595 17,740
Tax assets 3,403 3,169
Other assets 3,008 2,443
Total assets $ 90,981 $ 93,083
LIABILITIES AND EQUITY
Current liabilities:
Current debt obligations $ 3,742 $ 11
Accounts payable 2,276 2,106
Accrued compensation 2,121 2,482
Accrued income taxes 704 435
Other accrued expenses 3,551 3,475
Total current liabilities 12,394 8,509
Long-term debt 20,372 26,378
Accrued compensation and retirement benefits 1,113 1,557
Accrued income taxes 2,087 2,251
Deferred tax liabilities 884 1,028
Other liabilities 1,410 1,756
Total liabilities 38,260 41,481
Commitments and contingencies (Notes 3, 16, and 18)
Shareholders’ equity:
Ordinary shares – par value $0.0001, 2.6 billion shares authorized, 1,330,743,395 and 1,345,400,671
shares issued and outstanding, respectively — —
Additional paid-in capital 24,566 26,319
Retained earnings 30,250 28,594
Accumulated other comprehensive loss (2,265) (3,485)
Total shareholders’ equity 52,551 51,428
Noncontrolling interests 171 174
Total equity 52,722 51,602
Total liabilities and equity $ 90,981 $ 93,083

PART II
Medtronic plc
Consolidated Statements of Equity
Accumulated
Additional Other Total
Ordinary Shares Paid-in Retained Comprehensive Shareholders’ Noncontrolling Total
(in millions, except per share data) Number Par Value Capital Earnings Loss Equity Interests Equity
April 26, 2019 1,341 $ — $ 26,532 $ 26,270 $ (2,711) $ 50,091 $ 121 $50,212
Net income — — — 4,789 — 4,789 17 4,806
Other comprehensive loss — — — — (849) (849) (2) (851)
Dividends to shareholders
($2.16 per ordinary share) — — — (2,894) — (2,894) — (2,894)
Issuance of shares under stock
purchase and award plans 12 — 564 — — 564 — 564
Repurchase of ordinary shares (12) — (1,228) — — (1,228) — (1,228)
Stock-based compensation — — 297 — — 297 — 297
Changes to noncontrolling
ownership interests — — — — — — (1) (1)
Cumulative effect of change in
accounting principle(1) — — — (33) — (33) — (33)
April 24, 2020 1,341 $ — $ 26,165 $ 28,132 $ (3,560) $ 50,737 $ 135 $50,872
Net income — — — 3,606 — 3,606 24 3,630
Other comprehensive income — — — — 75 75 8 83
Repurchase of ordinary shares (4) — (559) — — (559) — (559)
ownership interests — — (13) — — (13) 7 (6)
Cumulative effect of change in
accounting principle(1) — — — (24) — (24) — (24)
April 30, 2021 1,345 $ — $ 26,319 $ 28,594 $ (3,485) $ 51,428 $ 174 $51,602
Net income — — — 5,039 — 5,039 22 5,062
Other comprehensive income — — — — 1,219 1,219 (6) 1,213
Repurchase of ordinary shares (21) — (2,442) — — (2,442) — (2,442)
ownership interests — — 1 — — 1 (19) (18)
April 29, 2022 1,331 $ — $ 24,566 $ 30,250 $ (2,265) $ 52,551 $ 171 $52,722
(1) See Note 1 to the consolidated financial statements for discussion regarding the adoption of accounting standards during fiscal year
2021 and fiscal year 2020.

PART II
Medtronic plc
Consolidated Statements of Cash Flows
Fiscal Year
(in millions) 2022 2021 2020
Operating Activities:
Net income $ 5,062 $ 3,630 $ 4,806
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 2,707 2,702 2,663
Provision for credit losses 58 128 99
Deferred income taxes (604) (422) (1,315)
Stock-based compensation 359 344 297
Loss on debt extinguishment — 308 406
Asset impairment charges 515 — —
Other, net 138 251 217
Change in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable, net (477) (761) 1,291
Inventories, net (560) 78 (577)
Accounts payable and accrued liabilities 213 531 (44)
Other operating assets and liabilities (65) (549) (609)
Net cash provided by operating activities 7,346 6,240 7,234
Investing Activities:
Acquisitions, net of cash acquired (91) (994) (488)
Additions to property, plant, and equipment (1,368) (1,355) (1,213)
Purchases of investments (9,882) (11,808) (11,039)
Sales and maturities of investments 9,692 11,345 9,574
Other investing activities, net (10) (54) (37)
Net cash used in investing activities (1,659) (2,866) (3,203)
Financing Activities:
Change in current debt obligations, net — (311) (17)
Proceeds from short-term borrowings (maturities greater than 90 days) — 2,789 —
Repayments from short-term borrowings (maturities greater than 90 days) — (2,853) —
Issuance of long-term debt — 7,172 5,568
Payments on long-term debt (1) (7,367) (6,110)
Dividends to shareholders (3,383) (3,120) (2,894)
Issuance of ordinary shares 429 474 662
Repurchase of ordinary shares (2,544) (652) (1,326)
Other financing activities 163 (268) (81)
Net cash used in financing activities (5,336) (4,136) (4,198)
Effect of exchange rate changes on cash and cash equivalents (231) 215 (86)
Net change in cash and cash equivalents 121 (547) (253)
Cash and cash equivalents at beginning of period 3,593 4,140 4,393
Cash and cash equivalents at end of period $ 3,714 $ 3,593 $ 4,140
Supplemental Cash Flow Information
Cash paid for:
Income taxes $ 996 $ 1,250 $ 878
Interest 540 582 643

PART II
Medtronic plc
Notes to Consolidated Financial Statements
1. Summary of Significant Accounting Policies

Nature of Operations associated with the Company’s consolidated financial
statements as of and for each of the three fiscal years
Medtronic plc (Medtronic or the Company) is the leading ended April 29, 2022, April 30, 2021, and April 24, 2020.
global healthcare technology company – alleviating pain,
restoring health, and extending life for millions of people
around the world. The Company provides innovative
Fiscal Year-End
products and therapies to serve healthcare systems, The Company utilizes a 52/53-week fiscal year, ending the
physicians, clinicians, and patients. Medtronic was founded last Friday in April, for the presentation of its consolidated
in 1949 and is headquartered in Dublin, Ireland. financial statements and related notes thereto at April 29,
2022 and April 30, 2021 and for each of the three fiscal
Principles of Consolidation years ended April 29, 2022 (fiscal year 2022), April 30,
2021 (fiscal year 2021), and April 24, 2020 (fiscal year
The consolidated financial statements include the accounts 2020). Fiscal year 2021 was a 53-week year, with the extra
of Medtronic plc, its wholly-owned subsidiaries, entities for week having occurred in the first fiscal month of the first
which the Company has a controlling financial interest, and quarter.
variable interest entities for which the Company is the
primary beneficiary. Intercompany transactions and
balances have been fully eliminated in consolidation.
Cash Equivalents
Certain reclassifications have been made to prior year The Company considers highly liquid investments with
financial statements to conform to classifications used in maturities of three months or less from the date of
the current year. Amounts reported in millions within this purchase to be cash equivalents. These investments are
annual report are computed based on the amounts in carried at cost, which approximates fair value.
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
Investments
tables may not sum due to rounding. The Company invests in marketable debt and equity
securities, investments that do not have readily
Use of Estimates determinable fair values, and investments accounted for
under the equity method.
The preparation of the consolidated financial statements in
conformity with accounting principles generally accepted Marketable debt securities are classified and accounted for
in the United States (U.S.) (U.S. GAAP) requires as available-for-sale. These investments are recorded at fair
management to make estimates and assumptions that value in the consolidated balance sheets. The change in
affect the amounts reported in the consolidated financial fair value for available-for-sale securities is recorded, net of
statements and accompanying notes. Estimates are used taxes, as a component of accumulated other
when accounting for items such as income taxes, comprehensive loss on the consolidated balance sheets.
contingencies, intangible asset, and liability valuations. The Company determines the appropriate classification of
Actual results may or may not differ from those estimates. its investments in marketable debt securities at the time of
purchase and reevaluates such determinations at each
COVID-19 has had, and may continue to have, an adverse balance sheet date. The classification of marketable debt
effect on our business, results of operations, financial securities as current or long-term is based on the nature of
condition, and cash flows, and its future impacts remain the securities and the availability for use in current
uncertain and unpredictable. The Company has operations consistent with the Company’s management of
considered the disruptions caused by COVID-19 and has its capital structure and liquidity.
assessed the potential impact on certain accounting
estimates including, but not limited to, the allowance for Certain of the Company’s investments in marketable equity
doubtful accounts, inventory reserves, return reserves, the securities and other securities are long-term, strategic
valuation of goodwill, intangible assets, other long-lived investments in companies that are in various stages of
assets, investments and contingent consideration, as of development and are included in other assets on the
April 29, 2022 and through the date of this report. There consolidated balance sheets. Marketable equity securities
was not a material impact to accounting estimates are recorded at fair value in the consolidated balance

PART II
sheets. The change in fair value of marketable equity Goodwill and Intangible Assets
securities is recognized within other non-operating income,
net in the consolidated statements of income. At each Goodwill is the excess of the purchase price over the
reporting period, the Company makes a qualitative estimated fair value of net assets of acquired businesses.
assessment considering impairment indicators to evaluate The Company assesses goodwill for impairment annually in
whether the investment is impaired. Equity securities the third quarter of the fiscal year and whenever an event
accounted for under the equity method are initially occurs or circumstances change that would indicate the
recorded at the amount of the Company’s investment and carrying amount may be impaired. Impairment testing for
are adjusted each period for the Company’s share of the goodwill is performed at a reporting unit level. The test for
investee’s income or loss and dividends paid. Securities impairment of goodwill requires the Company to make
accounted for under the equity method are reviewed several estimates related to projected future cash flows to
quarterly for changes in circumstance or the occurrence of determine the fair value of the goodwill reporting units.
events that suggest other than temporary impairment has The Company calculates the excess of each reporting unit’s
occurred. fair value over its carrying amount, including goodwill,
utilizing a discounted cash flow analysis. Internal
operational budgets and long-range strategic plans are
Accounts Receivable and Allowance for used as a basis for the cash flow analysis. The Company
Doubtful Accounts and Credit Losses also utilizes assumptions for working capital, capital
The Company grants credit to customers in the normal expenditures, and terminal growth rates. The discount rate
course of business and maintains an allowance for doubtful applied to the cash flow analysis is based on the weighted
accounts for potential credit losses. When evaluating average cost of capital (“WACC”) for each reporting unit.
allowances for doubtful accounts, the Company considers An impairment is recognized when the carrying amount of
various factors, including historical experience and the reporting unit’s net assets exceeds the estimated fair
customer-specific information. Uncollectible accounts are value of the reporting unit.
written-off against the allowance when it is deemed that a Intangible assets include patents, trademarks, tradenames,
customer account is uncollectible. customer relationships, purchased technology, and
in-process research and development (IPR&D). Intangible
Inventories assets with a definite life are amortized on a straight-line
basis with estimated useful lives typically ranging from
Inventories are stated at the lower of cost or net realizable three to 20 years. Amortization is recognized within
value, with cost determined on a first-in, first-out basis. The amortization of intangible assets in the consolidated
Company reduces the carrying value of inventories for statements of income. Intangible assets with a definite life
items that are potentially excess, obsolete, or slow-moving are tested for impairment whenever events or changes in
based on changes in customer demand, technology circumstances indicate that the carrying amount of an
developments, or other economic factors. intangible asset (asset group) may not be recoverable.
When events or changes in circumstances indicate that the
Property, Plant, and Equipment carrying amount of an intangible asset may not be
recoverable, the Company calculates the excess of an
Property, plant, and equipment is stated at cost and intangible asset’s carrying value over its undiscounted
depreciated over the useful lives of the assets using the future cash flows. If the carrying value is not recoverable,
straight-line method. Additions and improvements that an impairment is recognized based on the amount by
extend the lives of the assets are capitalized, while which the carrying value exceeds the fair value. The fair
expenditures for repairs and maintenance are expensed as value of an intangible asset (asset group) is estimated by
incurred. The Company assesses property, plant, and utilizing a discounted cash flow analysis.
equipment for impairment whenever events or changes in
circumstances indicate that the carrying amount of Acquired IPR&D represents the fair value assigned to those
property, plant, and equipment asset groupings may not research and development projects that were acquired in a
be recoverable. The cost of interest that is incurred in business combination for which the related products have
connection with significant ongoing construction projects not received regulatory approval and have no alternative
is capitalized using a weighted average interest rate. These future use. IPR&D is capitalized at its fair value as an
costs are included in property, plant, and equipment and indefinite-lived intangible asset, and any development
amortized over the useful life of the related asset. Upon costs incurred after the acquisition are expensed as
retirement or disposal of property, plant, and equipment, incurred. The fair value of IPR&D is determined by
the costs and related amounts of accumulated estimating the future cash flows of each project and
depreciation or amortization are eliminated from the asset discounting the net cash flows back to their present values.
and accumulated depreciation accounts. The difference, if Upon achieving regulatory approval or commercial viability
any, between the net asset value and the proceeds, is for the related product, the indefinite-lived intangible asset
recognized in earnings. 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,

PART II
the Company may have an impairment related to the Retirement Benefit Plan Assumptions
IPR&D, which is charged to expense. Indefinite-lived
intangible assets are tested for impairment annually in the The Company sponsors various retirement benefit plans,
third quarter of the fiscal year and whenever events or including defined benefit pension plans, post-retirement
changes in circumstances indicate that the carrying amount medical plans, defined contribution savings plans, and
may be impaired. Impairment is calculated as the excess of termination indemnity plans, covering substantially all U.S.
the asset’s carrying value over its fair value. Fair value is employees and many employees outside the U.S. See Note
generally determined using a discounted future cash flow 15 for assumptions used in determining pension and post-
analysis. IPR&D with no alternative future use acquired retirement benefit costs and liabilities.
outside of a business combination is expensed
immediately. Derivatives
The Company recognizes all derivative financial
Contingent Consideration instruments in its consolidated financial statements at fair
Certain of the Company’s business combinations involve value in accordance with authoritative guidance on
potential payment of future consideration that is derivatives and hedging, and presents assets and liabilities
contingent upon the achievement of certain product associated with derivative financial instruments on a gross
development milestones and/or contingent on the basis in the consolidated financial statements. For
acquired business reaching certain performance derivative instruments that are designated and qualify as
milestones. The Company records contingent hedging instruments, the hedging instrument must be
consideration at fair value at the date of acquisition based designated as a fair value hedge or a cash flow hedge,
on the consideration expected to be transferred, estimated based upon the exposure being hedged. See Note 7 for
as the probability-weighted future cash flows, discounted more information on the Company’s derivative instruments
back to present value. The fair value of contingent and hedging programs.
consideration is measured using projected payment dates,
discount rates, probabilities of payment, and projected Fair Value Measurements
revenues (for revenue-based considerations). Projected The Company follows the authoritative guidance on fair
revenues are based on the Company’s most recent internal value measurements and disclosures with respect to assets
operational budgets and long-range strategic plans. The and liabilities that are measured at fair value on both a
discount rate used is determined at the time of recurring and nonrecurring basis. Fair value is defined as
measurement in accordance with accepted valuation the exit price, or the amount that would be received to sell
methodologies. Changes in projected revenues, an asset or paid to transfer a liability in an orderly
probabilities of payment, discount rates, and projected transaction between market participants as of the
payment dates may result in adjustments to the fair value measurement date. The authoritative guidance also
measurements. Contingent consideration is remeasured establishes a hierarchy for inputs used in measuring fair
each reporting period using Level 3 inputs, and the change value that maximizes the use of observable inputs and
in fair value, including accretion for the passage of time, is minimizes the use of unobservable inputs by requiring that
recognized as income or expense within other operating the most observable inputs be used when available.
expense, net in the consolidated statements of income. Observable inputs are inputs market participants would
Contingent consideration payments made soon after the use in valuing the asset or liability, based on market data
acquisition date are classified as investing activities in the obtained from sources independent of the Company.
consolidated statements of cash flows. Contingent Unobservable inputs are inputs that reflect the Company’s
consideration payments not made soon after the assumptions about the factors market participants would
acquisition date that are related to the acquisition date fair use in valuing the asset or liability developed based upon
value are reported as financing activities in the the best information available in the circumstances. The
consolidated statements of cash flows, and amounts paid categorization of financial assets and financial liabilities
in excess of the original acquisition date fair value are within the valuation hierarchy is based upon the lowest
reported as operating activities in the consolidated level of input that is significant to the fair value
statements of cash flows. measurement. The hierarchy is broken down into three
levels defined as follows:
Self-Insurance 䡲 Level 1 - Inputs are quoted prices in active markets for
The Company self-insures the majority of its insurable risks, identical assets or liabilities.
including medical and dental costs, disability coverage,
䡲 Level 2 - Inputs include quoted prices for similar assets
physical loss to property, business interruptions, workers’
or liabilities in active markets, quoted prices for identical
compensation, comprehensive general, and product
or similar assets or liabilities in markets that are not
liability. Insurance coverage is obtained for risks required
active, and inputs (other than quoted prices) that are
to be insured by law or contract. The Company uses claims
observable for the asset or liability, either directly or
data and historical experience, as applicable, to estimate
indirectly.
liabilities associated with the exposures that the Company
has self-insured. 䡲 Level 3 - Inputs are unobservable for the asset or liability.

PART II
Financial assets that are classified as Level 1 securities Revenue Recognition

include highly liquid government bonds within U.S.
government and agency securities and marketable equity The Company sells its products through direct sales
securities for which quoted market prices are available. In representatives and independent distributors. Additionally,
addition, the Company classifies currency forward a portion of the Company’s revenue is generated from
contracts as Level 1 since they are valued using quoted consignment inventory maintained at hospitals. The
market prices in active markets which have identical assets Company recognizes revenue when control is transferred
or liabilities. to the customer. For products sold through direct sales
representatives and independent distributors, control is
The valuation for most fixed maturity securities are transferred upon shipment or upon delivery, based on the
classified as Level 2. Financial assets that are classified as contract terms and legal requirements. For consignment
Level 2 include corporate debt securities, government and inventory, control is transferred when the product is used
agency securities, other asset-backed securities, certificate or implanted. Payment terms vary depending on the
of deposits, debt funds, and mortgage-backed securities country of sale, type of customer, and type of product.
whose value is determined using inputs that are
observable in the market or may be derived principally If a contract contains more than one performance
from, or corroborated by, observable market data such as obligation, the transaction price is allocated to each
pricing for similar securities, recently executed performance obligation based on relative standalone
transactions, cash flow models with yield curves, and selling price. Shipping and handling is treated as a
benchmark securities. In addition, total return swaps are fulfillment activity rather than a promised service, and
included in Level 2 as the Company uses inputs other than therefore, is not considered a performance obligation.
quoted prices that are observable for the asset. The Level 2 Taxes assessed by a governmental authority that are both
derivative instruments are primarily valued using standard imposed on, and concurrent with, a specific revenue
calculations and models that use readily observable market producing transaction and collected by the Company from
data as their basis. customers (for example, sales, use, value added, and some
excise taxes) are not included in revenue. For contracts that
Financial assets are considered Level 3 when their fair have an original duration of one year or less, the Company
values are determined using pricing models, discounted uses the practical expedient applicable to such contracts
cash flow methodologies, or similar techniques, and at and does not adjust the transaction price for the time value
least one significant model assumption or input is of money.
unobservable. Financial assets that are classified as Level 3
include certain investment securities for which there is The amount of revenue recognized reflects sales rebates
limited market activity such that the determination of fair and returns, which are estimated based on sales terms,
value requires significant judgment or estimation, and historical experience, and trend analysis. In estimating
auction rate securities. With the exception of auction rate rebates, the Company considers the lag time between the
securities, these securities are valued using third-party point of sale and the payment of the rebate claim, the
pricing sources that incorporate transaction details such as stated rebate rates, and other relevant information. The
contractual terms, maturity, timing, and amount of Company records adjustments to rebates and returns
expected future cash flows, as well as assumptions about reserves as increases or decreases of revenue.
liquidity and credit valuation adjustments by market
The Company records a deferred revenue liability if a
participants. The fair value of auction rate securities is
customer pays consideration before the Company transfers
estimated by the Company using a discounted cash flow
a good or service to the customer. Deferred revenue
model, which incorporates significant unobservable inputs.
primarily represents remote monitoring services and
The significant unobservable inputs used in the fair value
equipment maintenance, for which consideration is
measurement of the Company’s auction rate securities are
received at the same time as consideration for the device
years to principal recovery and the illiquidity premium that
or equipment. Revenue related to remote monitoring
is incorporated into the discount rate. For goodwill, other
services and equipment maintenance is recognized over
intangible assets, and IPR&D, inputs used in the fair value
the service period as time elapses.
analysis fall within Level 3 of the fair value hierarchy due to
the use of significant unobservable inputs to determine fair
value. Shipping and Handling
Certain investments for which the fair value is measured Shipping and handling costs incurred to physically move
using the net asset value per share (or its equivalent) product from the Company’s premises to the customer’s
practical expedient are excluded from the fair value premises are recognized in selling, general, and
hierarchy. Financial assets for which the fair value is administrative expense in the consolidated statements of
measured using the net asset value per share practical income and were $354 million, $308 million, and
expedient include certain debt funds, equity and fixed $347 million in fiscal years 2022, 2021, and 2020,
income commingled trusts, and registered investment respectively. Other shipping and handling costs incurred to
companies. store, move, and prepare products for shipment are
recognized in cost of products sold in the consolidated
statements of income.

PART II
Research and Development Other Non-Operating Income, Net

Research and development costs are expensed when Other non-operating income, net includes the non-service
incurred. Research and development costs include costs of component of net periodic pension and post-retirement
research, engineering, and technical activities to develop a benefit cost, investment gains and losses, and interest
new product or service or make significant improvement to income.
an existing product or manufacturing process. Research
and development costs also include pre-approval
Currency Translation
regulatory and clinical trial expenses.
Assets and liabilities of non-U.S. dollar functional currency
Contingencies entities are translated to U.S. dollars at period-end
exchange rates, and the currency impacts arising from the
The Company records a liability in the consolidated translation of the assets and liabilities are recorded as a
financial statements for loss contingencies when a loss is cumulative translation adjustment, a component of
known or considered probable, and the amount may be accumulated other comprehensive loss, on the
reasonably estimated. If the reasonable estimate of a consolidated balance sheets. Elements of the consolidated
known or probable loss is a range, and no amount within statements of income are translated at the average
the range is a better estimate than any other, the minimum monthly currency exchange rates in effect during the
amount of the range is accrued. If a loss is reasonably period. Currency transaction gains and losses are included
possible but not known or probable, and may be in other operating expense, net in the consolidated
reasonably estimated, the estimated loss or range of loss is statements of income.
disclosed.
Stock-Based Compensation
Income Taxes
The Company measures stock-based compensation
The Company has deferred taxes that arise as a result of expense at the grant date based on the fair value of the
the different treatment of transactions for U.S. GAAP and award and recognizes the compensation expense over the
income tax accounting, known as temporary differences. requisite service period, which is generally the vesting
The Company records the tax effect of these temporary period. The amount of stock-based compensation expense
differences as deferred tax assets and deferred tax recognized during a period is based on the portion of the
liabilities. Deferred tax assets generally represent items awards that are expected to vest. The Company estimates
that may be used as a tax deduction or credit in a tax return pre-vesting forfeitures at the time of grant and revises the
in future years for which the Company has already estimates in subsequent periods.
recognized the tax benefit in the consolidated statements
of income. The Company establishes valuation allowances
Recently Adopted Accounting Standards
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
Current Expected Credit Losses
represent tax expense for which payment has been In June 2016, the Financial Accounting Standards Board
deferred or expense has already been taken as a (FASB) issued guidance changing the methodology to be
deduction on the Company’s tax return but has not yet used to measure credit losses for certain financial
been recognized as an expense in the consolidated instruments and financial assets, including trade
statements of income. See Footnote 13 for more receivables. The new methodology requires the
information on the Company’s uncertain tax positions and recognition of an allowance that reflects the current
tax policies. estimate of credit losses expected to be incurred over the
life of the financial asset. The Company adopted this
Other Operating Expense, Net guidance using the modified retrospective method in the
first quarter of fiscal year 2021. The adoption of this
Other operating expense, net primarily includes royalty guidance did not have a material impact to the Company’s
income and expense, currency remeasurement and consolidated financial statements.
derivative gains and losses, Puerto Rico excise taxes,
changes in fair value of contingent consideration, changes
Leases
in amounts accrued for certain contingent liabilities for a
past acquisition, charges related to the June 2021 decision In February 2016, the FASB issued guidance which
to stop the distribution and sale of Medtronic’s HVAD requires lessees to recognize right-of-use assets and lease
System within the Mechanical Circulatory Support liabilities on the balance sheet. This guidance also requires
Operating Unit (MCS) (MCS charges), impairment charges, additional qualitative and quantitative lease related
and income from funded research and development disclosures in the notes to the consolidated financial
arrangements. statements. The Company adopted this guidance using the
modified retrospective method in the first quarter of fiscal
year 2020.

PART II
During the implementation, the Company elected the The adoption of this guidance resulted in the recognition
package of practical expedients available under the of right-of-use assets and lease liabilities in an amount of
transition guidance that allowed an entity not to reassess approximately $1.0 billion, an immaterial cumulative-effect
whether any expired or existing contracts are or contain adjustment to retained earnings as of April 27, 2019, and
leases, the classification for any expired or existing leases expansion of lease related disclosures. The adoption of this
or any initial direct costs for existing leases. Further, the guidance did not have a material impact on the Company’s
Company made accounting policy elections to not apply consolidated statements of income or consolidated
the recognition requirements to short-term leases and to statements of cash flows.
account for lease and nonlease components as a single
lease component.
2. Revenue
The Company’s revenues are principally derived from and general surgical care products, respiratory and
device-based medical therapies and services related to monitoring solutions, and neurological surgery
cardiac rhythm disorders, cardiovascular disease, renal technologies. The Company’s primary customers include
disease, neurological disorders and diseases, spinal healthcare systems, clinics, third-party healthcare
conditions and musculoskeletal trauma, chronic pain, providers, distributors, and other institutions, including
urological and digestive disorders, ear, nose, and throat governmental healthcare programs and group purchasing
conditions, and diabetes conditions as well as advanced organizations.
The table below illustrates net sales by segment and division for fiscal years 2022, 2021, and 2020:
Net Sales by Fiscal Year

(in millions) 2022 2021 2020
Cardiac Rhythm & Heart Failure $ 5,908 $ 5,584 $ 5,141
Structural Heart & Aortic 3,055 2,834 2,842
Coronary & Peripheral Vascular 2,460 2,354 2,486
Cardiovascular 11,423 10,772 10,468
Surgical Innovations 6,060 5,438 5,513
Respiratory, Gastrointestinal, & Renal 3,081 3,298 2,839
Medical Surgical 9,141 8,737 8,352
Cranial & Spinal Technologies 4,456 4,288 4,082
Specialty Therapies 2,592 2,307 2,147
Neuromodulation 1,735 1,601 1,497
Neuroscience 8,784 8,195 7,725
Diabetes 2,338 2,413 2,368
Total $ 31,686 $ 30,117 $ 28,913
The table below includes net sales by market geography and segment for fiscal years 2022, 2021, and 2020:
U.S.(1) Non-U.S. Developed Markets(2) Emerging Markets(3)

Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year
(in millions) 2022 2021 2020 2022 2021 2020 2022 2021 2020
Cardiovascular $ 5,545 $ 5,248 $ 5,062 $ 3,866 $ 3,752 $ 3,519 $ 2,012 $ 1,773 $ 1,887
Medical
Surgical 3,862 3,650 3,532 3,373 3,320 3,169 1,905 1,766 1,651
Neuroscience 5,753 5,456 5,122 1,801 1,724 1,659 1,229 1,015 945
Diabetes 974 1,171 1,204 1,085 1,019 940 279 222 224
Total $ 16,135 $ 15,526 $ 14,919 $ 10,126 $ 9,815 $ 9,287 $ 5,426 $ 4,777 $ 4,707
(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 of 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.

PART II
At April 29, 2022, $981 million of rebates were classified as 2022 and April 30, 2021, $305 million and $276 million was
other accrued expenses, and $548 million of rebates were included in other accrued expenses, respectively, and
classified as a reduction of accounts receivable in the $94 million and $93 million was included in other liabilities,
consolidated balance sheet. At April 30, 2021, $906 million respectively. During the fiscal year ended April 29, 2022,
of rebates were classified as other accrued expenses, and the Company recognized $243 million of revenue that was
$485 million of rebates were classified as a reduction of included in deferred revenue as of April 30, 2021.
accounts receivable in the consolidated balance sheet.
During fiscal year 2022, adjustments to rebate and return Remaining performance obligations include goods and
reserves recognized in revenue that were included in the services that have not yet been delivered or provided
rebate and return reserves at the beginning of the period under existing, noncancellable contracts with minimum
were not material. purchase commitments. At April 29, 2022, the estimated
revenue expected to be recognized in future periods
related to unsatisfied performance obligations for
Deferred Revenue and Remaining executed contracts with an original duration of one year or
Performance Obligations more was approximately $925 million. The Company
expects to recognize revenue on the majority of these
Deferred revenue at April 29, 2022 and April 30, 2021 was remaining performance obligations over the next three
$399 million and $368 million, respectively. At April 29, years.
3. Acquisitions
The Company had acquisitions during fiscal years 2022 assumed. Based upon final valuations, assets acquired
and 2021 that were accounted for as business were primarily comprised of $417 million of technology-
combinations. The assets and liabilities of businesses based intangible assets and $13 million of customer-
acquired were recorded and consolidated on the related intangible assets with estimated useful lives
acquisition date at their respective fair values. Goodwill ranging from 8 to 15 years, and $816 million of goodwill.
resulting from business combinations is largely attributable The goodwill is not deductible for tax purposes. The
to future yet to be defined technologies, new customer Company recognized $253 million of contingent
relationships, existing workforce of the acquired consideration liabilities in connection with business
businesses, and synergies expected to arise after the combinations during fiscal year 2021, which are comprised
Company’s acquisition of these businesses. The pro forma of revenue and regulatory milestone-based payments.
impact of acquisitions during fiscal years 2022 and 2021 Additionally, the Company recognized a gain of
was not significant, either individually or in the aggregate, $132 million related to a change in amounts accrued for
to the consolidated results of the Company. The results of certain contingent liabilities from a past acquisition. The
operations of acquired businesses have been included in benefit was recognized in other operating expense, net in
the Company’s consolidated statements of income since the consolidated statements of income as the purchase
the date each business was acquired. Purchase price accounting was finalized in fiscal year 2020.
allocation adjustments for fiscal years 2022 and 2021
business combinations were not significant. Subsequent Acquisitions
Subsequent to fiscal year 2022, on May 13, 2022, the
Fiscal Year 2022 Company’s Neuroscience segment acquired Intersect ENT,
The acquisition date fair value of net assets acquired a global ear, nose, and throat (ENT) medical technology
during fiscal year 2022 was $125 million, consisting of leader. The acquisition expands Medtronic’s portfolio of
$154 million of assets acquired and $29 million of liabilities products used during ENT procedures and, combined with
assumed. Based upon preliminary valuations, assets the Company’s navigation, powered instruments, and
acquired were primarily comprised of $50 million of existing tissue health products, will offer a broader suite of
technology-based intangible assets with estimated useful solutions to assist surgeons treating patients who suffer
lives ranging from 15 to 16 years, and $80 million of from chronic rhinosinusitis (CRS). Total consideration for
goodwill. The goodwill is not deductible for tax purposes. the transaction, in which the Company acquired all
The Company recognized $31 million of contingent outstanding shares of Intersect ENT for $28.25 per share,
consideration liabilities in connection with business was approximately $1.2 billion. The transaction will be
combinations during fiscal year 2022, which are comprised accounted for as a business combination using the
of revenue and regulatory milestone-based payments. acquisition method of accounting. This requires, among
other things, that assets acquired and liabilities assumed
be recognized at their fair values as of the acquisition date.
Fiscal Year 2021
The acquisition date fair value of net assets acquired Due to the limited amount of time since the acquisition
during fiscal year 2021 was $1.2 billion, consisting of date and the significant limitations on access to Intersect
$1.4 billion of assets acquired and $161 million of liabilities ENT information prior to the acquisition date the

PART II
preliminary acquisition valuation for the business Contingent Consideration

combination is incomplete at this time. As a result, the
Company is unable to provide the amounts recognized as Certain of the Company’s business combinations involve
of the acquisition date for the major classes of assets potential payment of future consideration that is
acquired and liabilities assumed, including the information contingent upon the achievement of certain product
required for valuation of intangible assets and goodwill. development milestones and/or contingent on the
We will include such disclosures in our Form 10-Q for the acquired business reaching certain performance
quarter ending July 29, 2022. 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
Acquired In-Process Research & remeasured at each reporting period, and the change in
Development (IPR&D) fair value is recognized within other operating expense, net
IPR&D with no alternative future use acquired outside of a in the consolidated statements of income.
business combination is expensed immediately. During
fiscal year 2022, the Company acquired $101 million of The fair value of contingent consideration at April 29, 2022
IPR&D in connection with asset acquisitions of technology and April 30, 2021 was $119 million and $270 million,
not approved by regulators, which was recognized in respectively. At April 29, 2022, $35 million was recorded in
research and development expense in the consolidated other accrued expenses, and $84 million was recorded in
statements of income. During fiscal year 2021, IPR&D other liabilities on the consolidated balance sheets. At
acquired in connection with asset acquisitions was not April 30, 2021, $78 million was reflected in other accrued
significant. expenses, and $192 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:
Fiscal Year
Beginning Balance $ 270 $ 280
Purchase price contingent consideration 31 253
Purchase price allocation adjustments 7 —
Payments (86) (299)
Change in fair value (103) 36
Ending Balance $ 119 $ 270
The recurring Level 3 fair value measurements of contingent consideration for which a liability is recorded include the
following significant unobservable inputs:
Fair Value at
April 29, Weighted
(in millions) 2022 Unobservable Input Range Average (1)
Discount rate 11.2%-27.2% 14.6%
Revenue and other performance-based payments $ 104 Probability of payment 100% 100%
Projected fiscal year of payment 2023-2027 2025
Discount rate 5.5% 5.5%
Product development and other milestone-based
payments $ 15 Probability of payment 100% 100%
Projected fiscal year of payment 2023-2024 2024
(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.

PART II
4. Restructuring Charges
Enterprise Excellence Simplification
In the third quarter of fiscal year 2018, the Company In the first quarter of fiscal year 2021, the Company initiated
announced its Enterprise Excellence restructuring the Simplification restructuring program, designed to make
program, which was designed to leverage the Company’s the Company a more nimble and competitive organization
global size and scale, as well as enhance the customer and focused on accelerating innovation, enhancing the
employee experience, with a focus on three objectives: customer experience, driving revenue growth, and winning
global operations, functional optimization, and commercial market share, while also more efficiently and effectively
optimization. leveraging the enterprise scale.
Since inception, the Company has incurred pre-tax exit and Since inception, the Company has incurred pre-tax exit and
disposal costs and other costs, across all segments, of disposal costs and other costs, across all segments, of
$1.6 billion in connection with the Enterprise Excellence $349 million in connection with the program. In total, the
program. In total, the Company estimates it will recognize Company estimates it will recognize approximately
approximately $1.8 billion of exit and disposal costs and $450 million of exit and disposal costs and other costs related
other costs related to the program by the end of fiscal year to the Simplification program by the end of fiscal year 2023.
2023. The remaining charges are costs associated with the The remaining charges are costs associated with the
restructuring program, such as salaries and benefits for restructuring program, such as salaries for employees
employees supporting the program, including program supporting the program and consulting expenses. These
management and transition teams, and strategic and charges are recognized within restructuring charges, net, cost
operational consulting services related to the three of products sold, and selling, general, and administrative
objectives of the program. These charges are recognized expense in the consolidated statements of income.
within restructuring charges, net, cost of products sold, and
selling, general, and administrative expense in the For fiscal years 2022 and 2021, the Company recognized
consolidated statements of income. net charges of $82 million and $268 million, respectively,
of which $45 million and $27 million were recognized
For fiscal years 2022, 2021 and 2020, the Company within selling, general, and administrative expense in the
recognized net charges of $259 million, $349 million, and consolidated statements of income. The net charges for
$441 million, respectively, of which $116 million, fiscal year 2021 included $97 million of incremental
$128 million, and $155 million, respectively, were defined benefit pension and post-retirement related
recognized within cost of products sold, and $112 million, expenses for employees that accepted voluntary early
$169 million, and $168 million, respectively, were retirement packages and are not included in the table
recognized within selling, general, and administrative below, as they are associated with costs that are accounted
expense in the consolidated statements of income. for under the pension and post-retirement rules. See
Note 15 for further discussion on these charges.
The following table summarizes the activity related to the restructuring programs noted above for fiscal years 2022, 2021,
and 2020:
Employee Associated Asset Other
(in millions) Termination Benefits Costs(1) Write-downs Costs Total
April 26, 2019 $ 101 $ 9 $ — $ 12 $ 122
Charges 129 300 24 9 462
Cash payments (128) (290) — (9) (427)
Settled non-cash — — (24) — (24)
Accrual adjustments(2) (13) — — (8) (21)
April 24, 2020 89 19 — 4 112
Charges 213 322 — 4 539
Cash payments (162) (319) — (5) (486)
Accrual adjustments(2) (17) — — (2) (19)
April 30, 2021 123 22 — 1 146
Charges 80 274 — — 354
Cash payments (109) (269) — — (378)
Accrual adjustments(2) (13) — — — (13)
April 29, 2022 $ 81 $ 27 $ — $ 1 $ 110
(2) 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.

PART II
Mechanical Circulatory Support (MCS)

On June 3, 2021, the Company announced the decision to $58 million of inventory write-downs. The Company also
stop the distribution and sale of the Medtronic HVAD recorded charges of $211 million for commitments and
System in light of a growing body of observational clinical obligations associated with the decision, which included
comparisons indicating a lower frequency of neurological charges for patient support obligations, restructuring, and
adverse events and mortality with another circulatory other associated costs. During the fourth quarter of fiscal
support device available to patients compared to the year 2022, the Company recorded additional charges of
HVAD system. In connection with this decision, the $155 million within other operating expense, net primarily
Company recorded charges of $726 million (MCS charges) related to incremental commitments and obligations
within the Cardiovascular segment during the first quarter associated with the exit of the business. As of April 29,
of fiscal year 2022, including $58 million recognized in 2022, accruals were recorded in the consolidated balance
costs of products sold and $668 million recognized within sheet for these obligations, with $82 million reflected in
other operating expense, net in the consolidated statement other accrued expenses and $152 million recorded in other
of income. The charges included $515 million of non-cash liabilities. Medtronic remains committed to serving the
impairments and write-downs primarily related to needs of the approximately 3,500 patients currently
$409 million of intangible asset impairments and implanted with the HVAD system.
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 29, 2022 and
April 30, 2021:
April 29, 2022

Balance Sheet
Valuation Classification
Unrealized Unrealized
(in millions) Cost Gains Losses Fair Value Investments Other Assets
Level 1:
U.S. government and agency securities $ 533 $ 1 $ (15) $ 518 $ 518 $ —
Level 2:
Corporate debt securities 4,457 4 (140) 4,321 4,321 —
U.S. government and agency securities 910 — (41) 869 869 —
Mortgage-backed securities 592 — (35) 558 558 —
Non-U.S. government and agency
securities 17 — — 17 17 —
Certificates of deposit 20 — — 20 20
Other asset-backed securities 567 — (11) 556 556 —
Total Level 2 6,563 4 (227) 6,341 6,341 —
Level 3:
Auction rate securities 36 — (3) 33 — 33
Total available-for-sale debt securities $ 7,131 $ 5 $ (245) $ 6,893 $ 6,859 $ 33

PART II
April 30, 2021

Balance Sheet
Valuation Classification
(in millions) Cost Gains Losses Fair Value Investments Other Assets
Level 1:
U.S. government and agency securities $ 505 $ 26 $ (3) $ 528 $ 528 $ —
Level 2:
Corporate debt securities 4,557 103 (13) 4,647 4,647 —
U.S. government and agency securities 810 — (7) 804 804 —
Mortgage-backed securities 645 21 (16) 650 650 —
Non-U.S. government and agency
securities 31 1 — 33 33 —
Certificates of deposit 19 — — 19 19 —
Other asset-backed securities 534 4 (1) 537 537 —
Debt funds 7 — — 7 7 —
Total Level 2 6,603 129 (36) 6,696 6,696 —
Level 3:
Auction rate securities 36 — (3) 33 — 33
Total available-for-sale debt securities $ 7,144 $ 155 $ (42) $ 7,257 $ 7,224 $ 33
The amortized cost of debt securities excludes accrued interest, which is reported in other current assets in the consolidated
balance sheets.
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 29, 2022 and April 30, 2021:
April 29, 2022

Less than 12 months More than 12 months
(in millions) Fair Value Losses Fair Value Losses
U.S. government and agency securities $ — $ — $ 945 $ (56)
Corporate debt securities 222 (1) 2,993 (139)
Mortgage-backed securities — — 507 (35)
Other asset-backed securities — — 526 (11)
Auction rate securities — — 33 (3)
Total $ 222 $ (1) $ 5,004 $ (244)
April 30, 2021

Less than 12 months More than 12 months
(in millions) Fair Value Losses Fair Value Losses
U.S. government and agency securities $ 946 $ (10) $ — $ —
Corporate debt securities — — 3,209 (13)
Mortgage-backed securities — — 650 (16)
Other asset-backed securities — — 531 (1)
Auction rate securities — — 33 (3)
Total $ 946 $ (10) $ 4,423 $ (32)
The Company reviews the fair value hierarchy classification ended April 29, 2022 and April 30, 2021. When a
on a quarterly basis. Changes in the ability to observe determination is made to classify an asset or liability within
valuation inputs may result in a reclassification of levels for Level 3, the determination is based upon the significance
certain securities within the fair value hierarchy. There were of the unobservable inputs to the overall fair value
no transfers into or out of Level 3 during the fiscal years measurement.

PART II
Activity related to the Company’s available-for-sale debt securities portfolio is as follows:
(in millions) April 29, 2022 April 30, 2021 April 24, 2020
Proceeds from sales and maturities $ 9,611 $ 10,420 $ 9,559
Gross realized gains 15 15 25
Gross realized losses (18) (14) (22)
During the fiscal year ended April 30, 2021, the Company securities have been allocated based upon timing of
had proceeds from maturities of investments classified as estimated cash flows assuming no change in the current
held to maturity of $911 million. interest rate environment. Actual maturities may differ from
contractual maturities because the issuers of the securities
The April 29, 2022 balance of available-for-sale debt
may have the right to prepay obligations without
securities by contractual maturity is shown in the following
prepayment penalties.
table. Within the table, maturities of mortgage-backed
(in millions) April 29, 2022

Due in one year or less $ 1,501
Due after one year through five years 3,465
Due after five years through ten years 1,271
Due after ten years 656
Total debt securities $ 6,893
Equity Securities, Equity Method using quoted market prices. Equity method investments
Investments, and Other Investments and investments without readily determinable fair values
are included within Level 3 of the fair value hierarchy due
The Company holds investments in equity securities with to the use of significant unobservable inputs to determine
readily determinable fair values, equity investments without fair value. To determine the fair value of these investments,
readily determinable fair values, investments accounted for the Company uses all pertinent financial information
under the equity method, and other investments. Equity available related to the investees, including financial
securities with readily determinable fair values are included statements, market participant valuations from recent and
in Level 1 of the fair value hierarchy, as they are measured proposed equity offerings, and other third-party data.
The following table summarizes the Company’s equity and other investments at April 29, 2022 and April 30, 2021, which are
classified as other assets in the consolidated balance sheets:

Investments with readily determinable fair value (marketable equity securities) $ 64 $ 74
Investments without readily determinable fair values 732 537
Equity method and other investments 85 76
Total equity and other investments $ 881 $ 687
The table below includes activity related to the Company’s portfolio of equity and other investments. Gains and losses on
equity and other investments are recognized in other non-operating income, net in the consolidated statements of income.
(in millions) April 29, 2022 April 30, 2021 April 24, 2020
Proceeds from sales $ 81 $ 13 $ 15
Gross gains 99 68 17
Gross losses (52) (3) (30)
Impairment losses recognized (17) (4) (4)
During the fiscal year ended April 29, 2022, there were fiscal year ended April 30, 2021, there were $63 million of
$8 million of net unrealized gains on equity securities and net unrealized gains on equity securities and other
other investments still held at April 29, 2022. During the investments still held at April 30, 2021.

PART II
6. Financing Arrangements
Current debt obligations consisted of the following:

Bank borrowings $ 12 $ 2
0.000 percent three-year 2019 senior notes 798 —
0.375 percent four-year 2019 senior notes 1,596 —
0.000 percent two-year 2020 senior notes 1,330 —
Finance lease obligations 6 9
Current debt obligations $ 3,742 $ 11
Bank Borrowings Line of Credit

Outstanding bank borrowings at April 29, 2022 and On December 12, 2021, Medtronic Luxco, as borrower,
April 30, 2021 were not significant. entered into an amendment to its amended and restated
credit agreement (Credit Facility), by and among
Commercial Paper Medtronic, Medtronic, Inc., Medtronic Luxco, the lenders
On January 26, 2015, Medtronic Global Holdings S.C.A. from time to time party thereto, and Bank of America, N.A.,
(Medtronic Luxco), an entity organized under the laws of as administrative agent and issuing bank, extending the
Luxembourg, entered into various agreements pursuant to maturity date of the Credit Facility to December 2026 and
which Medtronic Luxco may issue United States Dollar- removing the cap on the number of extension options
denominated unsecured commercial paper notes (the available.
2015 CP Program) on a private placement basis, and on The Credit Facility provides for a $3.5 billion five-year
January 31, 2020 Medtronic Luxco entered into various unsecured revolving credit facility (Credit Facility). At each
agreements pursuant to which Medtronic Luxco may issue anniversary date of the Credit Facility we can request a
Euro-denominated unsecured commercial paper notes one-year extension of the maturity date. The Credit Facility
(the 2020 CP Program) on a private placement basis. The provides the Company with the ability to increase its
Maximum aggregate amount outstanding at any time borrowing capacity by an additional $1.0 billion at any time
under the 2015 CP Program and the 2020 CP Program during the term of the agreement. The Company and
together may not exceed the equivalent of $3.5 billion. The Medtronic, Inc. have guaranteed the obligations of the
Company and Medtronic, Inc. have guaranteed the borrowers under the Credit Facility, and Medtronic Luxco
obligations of Medtronic Luxco under the 2015 CP will also guarantee the obligations of any designated
Program and the 2020 CP Program. borrower. The Credit Facility includes a multi-currency
There was no commercial paper outstanding at April 29, borrowing feature for certain specified foreign currencies.
2022 and April 30, 2021, or during fiscal year 2021. During At April 29, 2022 and April 30, 2021, no amounts were
fiscal year 2022, the weighted average original maturity of outstanding under the Credit Facility.
the commercial paper outstanding was approximately Interest rates on advances on the Credit Facility are
fifteen days and the weighted average interest rate was determined by a pricing matrix based on the Company’s
0.70 percent. The issuance of commercial paper reduces long-term debt ratings, assigned by Standard & Poor’s
the amount of credit available under the Company’s Ratings Services and Moody’s Investors Service. Facility
existing credit facility, defined below. 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.

PART II
The Company’s long-term debt obligations consisted of the following:
April 29, 2022 April 30, 2021

Maturity by Effective Effective
(in millions, except interest rates) Fiscal Year Amount Interest Rate Amount Interest Rate
0.000 percent three-year 2019 senior notes 2023 $ — —% $ 907 0.08%
0.375 percent four-year 2019 senior notes 2023 — — 1,813 0.55
0.000 percent two-year 2020 senior notes 2023 — — 1,511 0.12
3.500 percent ten-year 2015 senior notes 2025 1,890 3.74 1,890 3.74
0.250 percent six-year 2019 senior notes 2026 1,064 0.45 1,209 0.43
0.000 percent five-year 2020 senior notes 2026 1,064 0.25 1,209 0.22
1.125 percent eight-year 2019 senior notes 2027 1,596 1.26 1,813 1.24
3.350 percent ten-year 2017 senior notes 2027 368 3.53 368 3.53
0.375 percent eight-year 2020 senior notes 2029 1,064 0.52 1,209 0.51
1.625 percent twelve-year 2019 senior notes 2031 1,064 1.75 1,209 1.74
4.375 percent twenty-year 2015 senior notes 2035 1,932 4.47 1,932 4.47
6.550 percent thirty-year 2007 CIFSA senior notes 2038 253 4.67 253 4.67
6.500 percent thirty-year 2009 senior notes 2039 158 6.56 158 6.56
4.625 percent thirty-year 2015 senior notes 2045 1,813 4.69 1,813 4.69
Finance lease obligations 2023-2035 56 9.15 62 9.29
Debt discount, net 2023-2051 (52) — (75) —
Deferred financing costs 2023-2051 (109) — (125) —
Long-term debt $ 20,372 $ 26,378
Senior Notes Company recognized a loss on debt extinguishment of

$413 million in fiscal year 2020, which primarily included
The Company has outstanding unsecured senior cash premiums and accelerated amortization of deferred
obligations, described as senior notes in the tables above financing costs and debt discounts and premiums. The loss
(collectively, the Senior Notes). The Senior Notes rank was recognized in interest expense in the consolidated
equally with all other unsecured and unsubordinated statement of income.
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 an additional six tranches of
In June 2019, Medtronic Luxco issued six tranches of Euro- Euro-denominated Senior Notes with an aggregate
denominated Senior Notes with an aggregate principal of principal of €6.3 billion, with maturities ranging from fiscal
€5.0 billion, with maturities ranging from fiscal year 2021 to year 2023 to fiscal year 2051, resulting in cash proceeds of
fiscal year 2050, resulting in cash proceeds of approximately $7.2 billion, net of discounts and issuance
approximately $5.6 billion, net of discounts and issuance costs. The Company used the net proceeds of the offering
costs. The Company used the net proceeds of the offering to fund the early redemption of $4.3 billion of Medtronic
to fund the cash tender offer and early redemption of Inc. and CIFSA Senior Notes and €1.5 billion of Medtronic
$5.2 billion of Medtronic Inc., CIFSA, and Medtronic Luxco Luxco Senior Notes for $6.3 billion of total consideration in
Senior Notes for $5.6 billion of total consideration. The October 2020. Additionally, the Company used the

PART II
proceeds to repay its €750 million floating rate senior notes the Company exercised its option to extend the term loan
at maturity in March 2021. The Company recognized a loss for an additional six months. During the fourth quarter of
on debt extinguishment of $308 million in fiscal year 2021, fiscal year 2021, the Company de-designated the
which primarily included cash premiums and accelerated Yen-denominated debt as a net investment hedge and
amortization of deferred financing costs and debt repaid the term loan in full, including interest.
discounts and premiums. The loss was recognized in
Subsequent to fiscal year 2022, on May 2, 2022, Medtronic
interest expense in the consolidated statement of income.
Luxco entered into a term loan agreement (Fiscal 2023
The Euro-denominated debt issued in June 2019 and Loan Agreement) by and among Medtronic Luxco,
September 2020 is designated as a net investment hedge Medtronic plc, Medtronic, Inc., and Mizuho Bank, Ltd. as
of certain of the Company’s European operations. Refer to administrative agent and as lender. The Fiscal 2023 Loan
Note 7 for additional information regarding the net Agreement provides an unsecured term loan in an
investment hedge. aggregate principal amount of up to ¥300 billion with a
term of 364 days. Borrowings under the Fiscal 2023 Loan
Term Loan Agreements Agreement bear interest at the TIBOR Rate (as defined in
the Fiscal 2023 Loan Agreement) plus a margin of 0.40%
On May 12, 2020, Medtronic Luxco entered into a term per annum. Medtronic plc and Medtronic, Inc. have
loan agreement (Fiscal 2021 Loan Agreement) by and guaranteed the obligations of Medtronic Luxco under the
among Medtronic Luxco, Medtronic plc, Medtronic, Inc., Fiscal 2023 Loan Agreement. In May and June 2022,
and Mizuho Bank, Ltd. as administrative agent and as Medtronic Luxco borrowed an aggregate of ¥297 billion,
lender. The Fiscal 2021 Loan Agreement provided an or approximately $2.3 billion, of the term loan, under the
unsecured term loan in an aggregate principal amount of Fiscal 2023 Loan Agreement. The Company used the net
up to ¥300 billion, with a term of six months and the option proceeds of the borrowings to fund the early redemption
to extend for an additional six months at Medtronic Luxco’s of $1.9 billion of Medtronic Inc.’s 3.500% Senior Notes due
option. On May 13, 2020, Medtronic Luxco borrowed the 2025 for $1.9 billion of total consideration, and
entire amount of the term loan under the Fiscal 2021 Loan $368 million of Medtronic Luxco’s 3.350% Senior Notes
Agreement. The Japanese Yen-denominated debt was due 2027 for $376 million of total consideration. The
designated as a net investment hedge for certain of the Company will recognize a total loss on debt
Company’s Japanese operations. Borrowings under the extinguishment of $53 million in the quarter ended July 29,
Fiscal 2021 Loan Agreement carried interest at the TIBOR 2022, which primarily includes cash premiums and
Rate (as defined in the Fiscal 2021 Loan Agreement) plus a accelerated amortization of deferred financing costs and
margin of 0.50% per annum. Medtronic plc and Medtronic, debt discounts and premiums. The loss will be recognized
Inc. guaranteed the obligations of Medtronic Luxco under in interest expense in the consolidated statements of
the Fiscal 2021 Loan Agreement. On November 12, 2020, income.
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)
2023 $ 3,744
2024 6
2025 1,895
2026 2,133
2027 1,969
Thereafter 14,528
Total $ 24,275
Financial Instruments Not Measured at Fair principal value of $26.5 billion. The fair value was
Value estimated using quoted market prices for the publicly
registered Senior Notes, which are classified as Level 2
At April 29, 2022, the estimated fair value of the within the fair value hierarchy. The fair values and principal
Company’s Senior Notes was $22.9 billion compared to a values consider the terms of the related debt and exclude
principal value of $24.2 billion. At April 30, 2021 the the impacts of debt discounts and hedging activity.
estimated fair value was $28.6 billion compared to a

PART II
7. Derivatives and Currency Exchange Risk Management

The Company uses operational and economic hedges, related to the Company’s freestanding derivative contracts
including currency exchange rate derivative contracts and are reported as operating or financing activities,
interest rate derivative instruments, to manage the impact depending on the nature of the underlying hedged item, in
of currency exchange and interest rate changes on the consolidated statements of cash flows.
earnings and cash flows. In addition, the Company uses
cross currency interest rate swaps to manage currency risk Cash Flow Hedges
related to certain debt. In order to minimize earnings and
cash flow volatility resulting from currency exchange rate Forward contracts designated as cash flow hedges are
changes, the Company enters into derivative instruments, designed to hedge the variability of cash flows associated
principally forward currency exchange rate contracts. with forecasted transactions denominated in a foreign
These contracts are designed to hedge anticipated foreign currency that will take place in the future. The gross
currency transactions and changes in the value of specific notional amount of these contracts, designated as cash
assets and liabilities. At inception of the contract, the flow hedges, outstanding at April 29, 2022 and April 30,
derivative is designated as either a freestanding derivative 2021 was $8.8 billion and $9.0 billion, respectively, and will
or a cash flow hedge. Currencies of our derivative mature within the subsequent three-year period. For
instruments include the Euro, Japanese Yen, Chinese Yuan, derivative instruments that are designated and qualify as a
and others. The Company does not enter into currency cash flow hedge, the gain or loss on the derivative
exchange rate derivative contracts for speculative instrument is reported as a component of accumulated
purposes. The gross notional amount of all currency other comprehensive loss. The gain or loss on the
exchange rate derivative instruments outstanding was derivative instrument is reclassified into earnings and is
$13.8 billion and $14.7 billion at April 29, 2022 and included in other operating expense, net or cost of
April 30, 2021, respectively. products sold in the consolidated statements of income in
the same period or periods during which the hedged
The Company also uses derivative and non-derivative transaction affects earnings. Amounts excluded from the
instruments to manage the impact of currency exchange measurement of hedge effectiveness are recognized in
rate changes on net investments in foreign currency- earnings in the current period. The cash flows related to all
denominated operations. The information that follows of the Company’s derivative instruments designated as
explains the various types of derivatives and financial cash flow hedges are reported as operating activities in the
instruments used by the Company, reasons the Company consolidated statements of cash flows. No components of
uses such instruments, and the impact such instruments the hedge contracts were excluded in the measurement of
have on the Company’s consolidated balance sheets and hedge effectiveness, and no forward contracts designated
statements of income. as cash flow hedges were derecognized or discontinued
during fiscal years 2022, 2021, or 2020.
Freestanding Derivative Contracts At April 29, 2022 and April 30, 2021, the Company had
Freestanding derivative contracts are primarily used to $474 million in after-tax unrealized gains and $253 million
offset the Company’s exposure to the change in value of in after-tax unrealized losses, respectively, associated with
specific foreign-currency-denominated assets and cash flow hedging instruments recorded in accumulated
liabilities, and to offset variability of cash flows associated other comprehensive loss. The Company expects that
with forecasted transactions denominated in foreign $368 million of after-tax net unrealized gains at April 29,
currencies. The gross notional amount of the Company’s 2022 will be recognized in the consolidated statements of
freestanding currency exchange rate contracts income over the next 12 months.
outstanding at April 29, 2022 and April 30, 2021 was
$4.9 billion and $5.7 billion, respectively. The Company’s Net Investment Hedges
freestanding currency exchange rate contracts are not
designated as hedges, and therefore, changes in the value The Company has designated Euro-denominated debt as a
of these contracts are recognized in earnings, thereby net investment hedge of certain of its European operations
offsetting the current earnings effect of the related change to manage the exposure to currency and exchange rate
in value of foreign-currency-denominated assets, movements for foreign currency-denominated net
liabilities, and cash flows. investments in foreign operations. At April 29, 2022, the
Company had €16.0 billion, or $17.0 billion, of outstanding
The Company also uses total return swaps to hedge the Euro-denominated debt designated as a hedge of its net
liability of a non-qualified, deferred compensation plan. investment in certain of its European operations, which will
The gross notional amount of the Company’s total return mature in fiscal year 2023 through fiscal year 2051.
swaps outstanding at April 29, 2022 and April 30, 2021 was
$226 million and $243 million, respectively. The In February 2021, the Company de-designated ¥300 billion
Company’s total return swaps are not designated as of outstanding Yen-denominated debt previously
hedges, and therefore, changes in the value of these designated as a net investment hedge and concurrently
instruments are recognized in earnings. The cash flows entered into freestanding forward derivative contracts with

PART II
a total notional value of ¥300 billion, or approximately instruments designated as net investment hedges are
$2.9 billion. These forward contracts were not designated reported as investing activities in the consolidated
as hedges. The Company used the proceeds from these statements of cash flows.
forward derivative contracts to repay the ¥300 billion of
At April 29, 2022 and April 30, 2021, the Company had
Yen-denominated debt in conjunction with the maturity of
$841 million in after-tax unrealized gains and $1.5 billion in
these forward contracts in March and April of 2021.
after-tax unrealized losses associated with net investment
For instruments that are designated and qualify as net hedges recorded in accumulated other comprehensive
investment hedges, the gains or losses are reported as a loss, respectively. The Company does not expect any of the
component of accumulated other comprehensive loss. The after-tax unrealized gains at April 29, 2022 to be
gains or losses are reclassified into earnings upon a recognized in the consolidated statements of income over
liquidation event or deconsolidation of the foreign the next 12 months.
subsidiary. Amounts excluded from the assessment of
The Company did not recognize any gains or losses during
effectiveness are recognized in other operating expense,
fiscal years 2022, 2021, or 2020 on instruments that no
net. The cash flows related to the Company’s derivative
longer qualify as net investment hedges.
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 2022, 2021, and 2020 were as follows:
(Gain) Loss Recognized in

Accumulated Other (Gain) Loss Reclassified
Comprehensive Income into Income
Fiscal Year Fiscal Year
Location of (Gain) Loss in
(in millions) 2022 2021 2020 2022 2021 2020 Income Statement
Cash flow hedges
Currency exchange rate contracts $ (953) $ 519 $ (397) $ (144) $ (17) $ (335) Other operating expense, net
Currency exchange rate contracts 18 108 — 61 15 — Cost of products sold
Net investment hedges (2,299) 1,694 (405) — — (9) Other operating expense, net
Total $ (3,234) $ 2,321 $ (802) $ (83) $ (2) $ (344)
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 2022, 2021, and 2020
were as follows:
(Gain) Loss Recognized in Income

Fiscal Year
(in millions) 2022 2021 2020 Location of (Gain) Loss in Income Statement
Derivatives not designated as hedging
instruments
Currency exchange rate contracts $ (54) $ 247 $ (133) Other operating expense, net
Total return swaps 1 (81) 7 Other operating expense, net
Total $ (53) $ 166 $ (126)

PART II
Balance Sheet Presentation

The following tables summarize the balance sheet classification and fair value of derivative instruments included in the
consolidated balance sheets at April 29, 2022 and April 30, 2021. 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.
Fair Value - Assets Fair Value - Liabilities

April 29, April 30, Balance Sheet April 29, April 30, Balance Sheet
(in millions) 2022 2021 Classification 2022 2021 Classification
Derivatives designated as hedging
instruments
Currency exchange rate contracts $ 481 $ 49 Other current assets $ 43 $ 190 Other accrued expenses
Currency exchange rate contracts 168 22 Other assets 16 94 Other liabilities
Total derivatives designated as
hedging instruments 649 70 60 285
Derivatives not designated as hedging
instruments
Currency exchange rate contracts 46 14 Other current assets 49 11 Other accrued expenses
Total return swaps — 18 Other current assets 20 — Other accrued expenses
Total derivatives not designated
as hedging instruments 46 32 69 11
Total derivatives $ 695 $ 102 $ 129 $ 296
The following table provides information by level for the derivative assets and liabilities that are measured at fair value on a
recurring basis:
April 29, 2022 April 30, 2021

(in millions) Level 1 Level 2 Level 1 Level 2
Derivative assets $ 695 $ 109 $ 85 $ 18
Derivative liabilities — 20 296 —

PART II
The Company has elected to present the fair value of The following tables provide information as if the Company
derivative assets and liabilities within the consolidated had elected to offset the asset and liability balances of
balance sheets on a gross basis, even when derivative derivative instruments, netted in accordance with various
transactions are subject to master netting arrangements criteria as stipulated by the terms of the master netting
and may otherwise qualify for net presentation. The cash arrangements with each of the counterparties. Derivatives
flows related to collateral posted and received are not subject to master netting arrangements are not eligible
reported gross as investing and financing activities, for net presentation.
respectively, in the consolidated statements of cash flows.
April 29, 2022

Gross Amount Not Offset on the
Balance Sheet
Gross Amount of Cash
Recognized Collateral
Assets Financial (Received) Net
(in millions) (Liabilities) Instruments Posted Amount
Derivative assets:
Currency exchange rate contracts $ 695 $ (109) $ (254) $ 332
Derivative liabilities:
Currency exchange rate contracts (109) 109 — —
Total return swaps (20) — — (20)
(129) 109 — (20)
Total $ 566 $ — $ (254) $ 312
April 30, 2021

Gross Amount Not Offset on the
Balance Sheet
Gross Amount of Cash
Recognized Collateral
Assets Financial (Received)
(in millions) (Liabilities) Instruments Posted Net Amount
Derivative assets:
Currency exchange rate contracts $ 85 $ (83) $ — $ 1
Total return swaps 18 — — 18
102 (83) — 19
Derivative liabilities:
Currency exchange rate contracts (296) 83 46 (167)
Total $ (194) $ — $ 46 $ (148)
Concentrations of Credit Risk the relative credit standings of these financial institutions
and limits the amount of credit exposure with any one
Financial instruments, which potentially subject the institution. In addition, the Company has collateral credit
Company to significant concentrations of credit risk, agreements with its primary derivatives counterparties.
consist principally of interest-bearing investments, forward Under these agreements, either party is required to post
exchange derivative contracts, and trade accounts eligible collateral when the market value of transactions
receivable. Global concentrations of credit risk with respect covered by the agreement exceeds specific thresholds,
to trade accounts receivable are limited due to the large thus limiting credit exposure for both parties. As of
number of customers and their dispersion across many April 29, 2022, the Company received net cash collateral of
geographic areas. The Company monitors the $254 million from its counterparties. As of April 30, 2021,
creditworthiness of its customers to which it grants credit the Company posted net cash collateral of $46 million to its
terms in the normal course of business. counterparties. Cash collateral posted is recorded as a
reduction in cash and cash equivalents, with the offset
The Company maintains cash and cash equivalents, recorded as an increase in other current assets in the
investments, and certain other financial instruments consolidated balance sheets. Cash collateral received is
(including currency exchange rate and interest rate recorded as an increase in cash and cash equivalents with
derivative contracts) with various major financial the offset recorded in other accrued expenses in the
institutions. The Company performs periodic evaluations of consolidated balance sheets.

PART II
8. Inventories
Inventory balances, net of reserves, were as follows:

Finished goods $ 3,070 $ 2,906
Work-in-process 682 611
Raw materials 864 796
Total $ 4,616 $ 4,313
9. Goodwill and Other Intangible Assets

Goodwill
The following table presents the changes in the carrying amount of goodwill by segment:
(in millions) Cardiovascular Medical Surgical Neuroscience Diabetes Total

April 24, 2020 $ 6,831 $ 20,176 $ 10,920 $ 1,914 $ 39,841
Goodwill as a result of acquisitions 248 12 210 346 816
Purchase accounting adjustments (2) (5) 3 (4) (8)
Currency translation and other 132 1,012 167 1 1,312
April 30, 2021 7,209 21,195 11,300 2,257 41,961
Goodwill as a result of acquisitions 55 — 26 — 80
Purchase accounting adjustments 21 3 3 (2) 25
Currency translation and other (125) (1,241) (196) (1) (1,563)
April 29, 2022 $ 7,160 $ 19,957 $ 11,132 $ 2,254 $ 40,502
The Company did not recognize any goodwill impairments during fiscal years 2022, 2021, or 2020.
Intangible Assets
The following table presents the gross carrying amount and accumulated amortization of intangible assets:
April 29, 2022 April 30, 2021

Gross Carrying Accumulated Gross Carrying Accumulated
(in millions) Amount Amortization Amount Amortization
Definite-lived:
Customer-related $ 16,953 $ (7,005) $ 17,036 $ (6,058)
Purchased technology and patents 10,802 (5,667) 11,286 (5,156)
Trademarks and tradenames 473 (266) 475 (251)
Other 80 (69) 82 (68)
Total $ 28,308 $ (13,006) $ 28,879 $ (11,533)
Indefinite-lived:
IPR&D $ 293 $ — $ 394 $ —

PART II
During fiscal year 2022, the Company recognized intangible asset impairment charges, including $25 million
$409 million of definite-lived intangible asset impairment relating to a partial impairment of an IPR&D project within
charges in connection with MCS within the Cardiovascular the Neuroscience segment and $10 million in connection
Portfolio. The intangible asset impairment charge primarily with the discontinuation of an IPR&D project within the
related to purchased technology and patents. Refer to Cardiovascular segment. Indefinite-lived intangible asset
Note 4 Restructuring Charges for additional information on impairment charges are recognized in other operating
what led to the impairment. During fiscal year 2021, the expense, net in the consolidated statements of income.
Company recognized $30 million of definite-lived Due to the nature of IPR&D projects, the Company may
intangible asset charges in connection with the experience future delays or failures to obtain regulatory
abandonment of certain intangible assets within the approvals to conduct clinical trials, failures of such clinical
Neuroscience segment. During fiscal year 2020, the trials, delays or failures to obtain required market
Company recognized $37 million of definite-lived clearances, other failures to achieve a commercially viable
intangible asset charges, including $33 million and product, or the discontinuation of certain projects, and as a
$4 million recognized in connection with business exits in result, may recognize impairment losses in the future.
the Neuroscience and Cardiovascular segments,
respectively. Definite-lived intangible asset charges are
recognized in other operating expense, net in the Amortization Expense
consolidated statements of income.
Intangible asset amortization expense was $1.7 billion for
fiscal year 2022 and $1.8 billion for fiscal years 2021 and
Indefinite-lived intangible asset impairment charges were 2020. Estimated aggregate amortization expense by fiscal
not significant for fiscal year 2022. During fiscal year 2021, year based on the current carrying value and remaining
the Company recognized $45 million of indefinite-lived estimated useful lives of definite-lived intangible assets at
intangible asset impairment charges related to the April 29, 2022, excluding any possible future amortization
abandonment of certain IPR&D projects in the associated with acquired IPR&D which has not met
Neuroscience segment. During fiscal year 2020, the technological feasibility, is as follows:
Company recognized $35 million of indefinite-lived
Amortization
(in millions) Expense
2023 $ 1,659
2024 1,624
2025 1,602
2026 1,588
2027 1,564
10. Property, Plant, and Equipment

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

(in millions) April 29, 2022 April 30, 2021 (in years)
Equipment $ 6,489 $ 6,308 Generally 2-7, up to 15
Computer software 2,617 2,346 Up to 5
Land and land improvements 170 178 Up to 20
Buildings and leasehold improvements 2,351 2,370 Up to 40
Construction in progress 1,737 1,498 —
Property, plant, and equipment 13,365 12,700
Less: Accumulated depreciation (7,952) (7,479)
Property, plant, and equipment, net $ 5,413 $ 5,221
Depreciation expense of $974 million, $919 million, and $907 million was recognized in fiscal years 2022, 2021, and 2020,
respectively.

PART II
11. Shareholders’ Equity

Share Capital Dividends
Medtronic plc is authorized to issue 2.6 billion Ordinary The timing, declaration, and payment of future dividends
Shares, $0.0001 par value; 40 thousand Euro Deferred to holders of the Company’s ordinary shares falls within the
Shares, €1.00 par value; 127.5 million Preferred Shares, discretion of the Company’s Board of Directors and
$0.20 par value; and 500 thousand A Preferred Shares, depends upon many factors, including the statutory
$1.00 par value. requirements of Irish law, the Company’s earnings and
financial condition, the capital requirements of the
Euro Deferred Shares Company’s businesses, industry practice and any other
factors the Board of Directors deems relevant.
The authorized share capital of the Company includes
40 thousand Euro Deferred Shares, with a par value of
€1.00 per share. At April 29, 2022, no Euro Deferred
Ordinary Share Repurchase Program
Shares were issued or outstanding. Shares are repurchased on occasion to support the
Company’s stock-based compensation programs and to
Preferred Shares return capital to shareholders. During fiscal years 2022 and
2021, the Company repurchased approximately 22 million
The authorized share capital of the Company includes and 4 million shares, respectively, at an average price of
127.5 million of Preferred Shares, with a par value of $0.20 $113.11 and $126.80, respectively.
per share. At April 29, 2022, no Preferred Shares were
issued or outstanding. 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
A Preferred Shares with these repurchase authorizations. At April 29, 2022, the
The authorized share capital of the Company includes Company had used $3.0 billion of the $6.0 billion
500 thousand A Preferred Shares, with a par value of $1.00 authorized under the repurchase program, leaving
per share. During the third quarter of fiscal year 2022 the approximately $3.0 billion available for future repurchases.
Company redeemed the previously outstanding 1,872 A The Company accounts for repurchases of ordinary shares
Preferred Shares for $0.075 million. At April 29, 2022, no A using the par value method and shares repurchased are
Preferred Shares were outstanding. cancelled.
12. Stock Purchase and Award Plans

In fiscal year 2022, the Company granted stock awards approved for issuance under the 2013 Plan. The 2021 Plan
under the Medtronic plc 2013 Plan (2013 Plan) and the provides for the grant of non-qualified and incentive stock
2021 Medtronic plc Long Term Incentive Plan (2021 Plan). options, stock appreciation rights, restricted stock,
The 2021 Plan was approved by the Company’s restricted stock units, performance awards, and other stock
shareholders on December 9, 2021, and provides for a and cash-based awards. At April 29, 2022, there were
maximum of 115 million ordinary shares to be issued, in approximately 127 million shares available for future grants
addition to the 14 million ordinary shares previously under the 2021 Plan.

PART II
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 2022, 2021, and
2020:
Fiscal Year
(in millions) 2022 2021 2020
Stock options $ 70 $ 72 $ 61
Restricted stock 184 185 205
Performance share units 66 49 —
Employee stock purchase plan 39 38 31
Total stock-based compensation expense $ 359 $ 344 $ 297
Cost of products sold $ 36 $ 35 $ 28
Research and development expense 40 38 36
Selling, general, and administrative expense 283 272 233
Total stock-based compensation expense 359 344 297
Income tax benefits (62) (59) (51)
Total stock-based compensation expense, net of tax $ 297 $ 285 $ 246
Stock Options
Options are granted at the exercise price, which is equal to the fair value of stock options at the grant date. The fair
the closing price of the Company’s ordinary shares on the value of stock options under the Black-Scholes model
grant date. The majority of the Company’s options are requires management to make assumptions regarding
non-qualified options with a 10-year life and a 4-year projected employee stock option exercise behaviors, risk-
ratable vesting term. The Company uses the Black-Scholes free interest rates, volatility of the Company’s stock price,
option pricing model (Black-Scholes model) to determine 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:
Fiscal Year
2022 2021 2020
Weighted average fair value of options granted $ 22.83 $ 16.15 $ 15.49
Assumptions used:
Expected life (years) 6.0 6.0 6.1
Risk-free interest rate 0.90% 0.33% 1.88%
Volatility 23.04% 24.17% 17.97%
Dividend yield 1.95% 2.36% 2.09%
The following table summarizes stock option activity during fiscal year 2022:
Wtd. Avg.
Remaining
Wtd. Avg. Contractual Aggregate
Options Exercise Term Intrinsic Value
(in thousands) Price (in years) (in millions)
Outstanding at April 30, 2021 27,972 $ 84.38
Granted 4,153 129.03
Exercised (3,222) 70.52
Expired/Forfeited (641) 107.42
Outstanding at April 29, 2022 28,263 92.00 5.5 $ 450
Expected to vest at April 29, 2022 8,818 110.27 8.4 35
Exercisable at April 29, 2022 18,804 82.62 4.0 414

PART II
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 2022, 2021, and 2020:
Fiscal Year
(in millions) 2022 2021 2020
Cash proceeds from options exercised $ 209 $ 277 $ 484
Intrinsic value of options exercised 174 205 349
Tax benefit related to options exercised 40 47 75
Unrecognized compensation expense related to outstanding stock options at April 29, 2022 was $90 million and is expected
to be recognized over a weighted average period of 2.5 years.
Restricted Stock Company also grants shares of performance-based

restricted stock units that typically cliff vest after three years
Restricted stock units are expensed over the vesting period only if the Company has also achieved certain performance
and are subject to forfeiture if employment terminates objectives. Performance awards are expensed over the
prior to the lapse of the restrictions. The expense performance period based on the probability of achieving
recognized for restricted stock units is equal to the grant the performance objectives. Restricted stock units are not
date fair value, which is equal to the closing stock price on considered issued or outstanding ordinary shares of the
the date of grant. Restricted stock units either have a 4-year Company. Dividend equivalent units are accumulated on
ratable vesting term or cliff vest after three years. The restricted stock units during the vesting period.
The following table summarizes restricted stock activity during fiscal year 2022:
Wtd. Avg.
Units Grant
(in thousands) Price
Nonvested at April 30, 2021 5,980 $ 97.66
Granted 1,935 127.47
Vested (2,089) 93.05
Forfeited (456) 107.53
Nonvested at April 29, 2022 5,370 108.92
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 2022, 2021, and 2020:
Fiscal Year
Weighted-average grant-date fair value per restricted stock $ 127.47 $ 99.48 $ 103.52
Fair value of restricted stock vested 194 280 242
Tax benefit related to restricted stock vested 52 65 62
Unrecognized compensation expense related to restricted stock as of April 29, 2022 was $316 million and is expected to be
recognized over a weighted average period of 2.5 years.
Performance Share Units three-year period will vary, based on only actual
performance, from 0% to 200% of the target number of
Beginning in fiscal year 2021, the Company granted performance share units granted. Performance share units
performance share units to officers and key employees. are subject to forfeiture if employment terminates prior to
Performance share units typically cliff vest after three years. the lapse of the restrictions. Performance share units are not
The awards include three metrics: relative total shareholder considered issued or outstanding ordinary shares of the
return (rTSR), revenue growth, and return on investor capital Company. Dividend equivalent units are accumulated on
(ROIC). rTSR is considered a market condition metric, and performance share units for each component of the award
the expense is determined at the grant date and will not be during the vesting period.
adjusted even if the market condition is not met. Revenue
growth and ROIC are considered performance metrics, and The Company calculates the fair value of the performance
the expense is recorded over the performance period, share units for each component individually. The fair value
which will be reassessed each reporting period based on of the rTSR metric will be determined using the Monte
the probability of achieving the various performance Carlo valuation model. The fair value of the revenue growth
conditions. The number of shares earned at the end of the and ROIC metrics are equal to the closing stock price on
the grant date.

PART II
The following table summarizes performance share unit activity during fiscal year 2022:
Wtd. Avg.
Units Grant
(in thousands) Price
Nonvested at April 30, 2021 828 $ 129.05
Granted 831 149.16
Forfeited (78) 138.31
Nonvested at April 29, 2022 1,581 138.95
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 2022 and 2021:
Fiscal Year
(in millions, except per share data) 2022 2021
Weighted-average grant-date fair value per performance share units $ 149.16 $ 129.04
Fair value of performance share units vested — —
Tax benefit related to performance share units vested — —
Unrecognized compensation expense related to employees to purchase the Company’s ordinary shares at a
performance share units as of April 29, 2022 was discount through payroll deductions. The expense
$84 million and is expected to be recognized over a recognized for shares purchased under the Company’s
weighted average period of 1.9 years. ESPP is equal to the 15 percent discount the employee
receives. Employees purchased 2 million shares at an
Employees Stock Purchase Plan average price of $98.75 per share in fiscal year 2022. At
April 29, 2022, approximately 7 million ordinary shares
The Medtronic plc Amended and Restated 2014 were available for future purchase under the ESPP.
Employees Stock Purchase Plan allows participating
13. Income Taxes

The income tax provision (benefit) is based on income before income taxes reported for financial statement purposes. The
components of income before income taxes, based on tax jurisdiction, are as follows:
Fiscal Year
(in millions) 2022 2021 2020
U.S. $ 436 $ (358) $ 466
International 5,081 4,253 3,589
Income before income taxes $ 5,517 $ 3,895 $ 4,055
The income tax provision (benefit) consists of the following:
Fiscal Year
(in millions) 2022 2021 2020
Current tax expense:
U.S. $ 467 $ 287 $ 151
International 599 439 375
Total current tax expense 1,066 726 526
Deferred tax (benefit) expense:
U.S. (402) (625) (138)
International (209) 165 (1,139)
Net deferred tax benefit (611) (461) (1,277)
Income tax provision (benefit) $ 456 $ 265 $ (751)

PART II
Tax assets (liabilities), shown before jurisdictional netting of deferred tax assets (liabilities), are comprised of the following:
(in millions) April 29, 2022 April 30, 2021(1)

Deferred tax assets:
Intangible assets $ 2,334 $ 1,536
Net operating loss, capital loss, and credit carryforwards 5,982 6,114
Capitalization of research and development 597 408
Other accrued liabilities 483 442
Accrued compensation 332 411
Pension and post-retirement benefits 66 234
Stock-based compensation 146 132
Inventory 146 164
Lease obligations 92 106
Federal and state benefit on uncertain tax positions 60 55
Interest limitation 386 352
Other 374 336
Gross deferred tax assets 10,998 10,290
Valuation allowance (6,583) (5,822)
Total deferred tax assets 4,415 4,468
Deferred tax liabilities:
Intangible assets (1,488) (1,856)
Realized loss on derivative financial instruments (66) (75)
Right of use leases (89) (102)
Unrealized gain on available-for-sale securities and derivative financial instruments — (16)
Accumulated depreciation (121) (151)
Outside basis difference of subsidiaries (129) (101)
Other (70) (81)
Total deferred tax liabilities (1,963) (2,382)
Prepaid income taxes 474 458
Income tax receivables 358 353
Tax assets, net $ 3,284 $ 2,897
Reported as (after valuation allowance and jurisdictional netting):
Other current assets $ 765 $ 756
Tax assets 3,403 3,169
Deferred tax liabilities (884) (1,028)
Tax assets, net $ 3,284 $ 2,897
(1) Certain prior year amounts have been reclassified to conform to current year presentation

PART II
No deferred taxes have been provided on the management does not believe that it is more likely than not
approximately $79.3 billion and $74.2 billion of that these net operating losses will be utilized.
undistributed earnings of the Company’s subsidiaries at
At April 29, 2022, the Company had $222 million of U.S.
April 29, 2022 and April 30, 2021, respectively, since these
federal net operating loss carryforwards, of which
earnings have been, and under current plans will continue
$47 million have no expiration. The remaining loss
to be, permanently reinvested in these subsidiaries. Due to
carryforwards will expire during fiscal years 2023 through
the number of legal entities and jurisdictions involved, the
2036. For U.S. state purposes, the Company had
complexity of the legal entity structure of the Company,
$1.4 billion of net operating loss carryforwards at April 29,
and the complexity of the tax laws in the relevant
2022, $72 million of which have no expiration. The
jurisdictions, the Company believes it is not practicable to
remaining U.S. state loss carryforwards will expire during
estimate, within any reasonable range, the amount of
fiscal years 2023 through 2042.
additional taxes which may be payable upon distribution of
these undistributed earnings. At April 29, 2022, the Company also had $254 million of
tax credits available to reduce future income taxes payable,
At April 29, 2022, the Company had approximately
of which $120 million have no expiration. The remaining
$25.4 billion of net operating loss carryforwards in certain
credits will expire during fiscal years 2023 through 2042.
non-U.S. jurisdictions, of which $20.0 billion have no
expiration, and the remaining $5.4 billion will expire during The Company has established valuation allowances of
fiscal years 2023 through 2042. Included in these net $6.6 billion and $5.8 billion at April 29, 2022 and April 30,
operating loss carryforwards are $18.6 billion of net 2021, respectively, primarily related to the uncertainty of
operating losses related to a subsidiary of the Company, the utilization of certain deferred tax assets which are
substantially all of which were recorded in fiscal year 2008 primarily comprised of tax loss and credit carryforwards in
as a result of the receipt of a favorable tax ruling from various jurisdictions. The increase in the valuation
certain non-U.S. taxing authorities. The Company has allowance during fiscal year 2022 is primarily related to the
recorded a full valuation allowance against these net step up in tax basis for Swiss Cantonal purposes, the
operating losses, as management does not believe that it is generation of certain net operating losses and the effects
more likely than not that these net operating losses will be of currency fluctuations. These valuation allowances would
utilized. Certain of the remaining non-U.S. net operating result in a reduction to the income tax provision in the
loss carryforwards of $6.8 billion have a valuation consolidated statements of income if they are ultimately
allowance recorded against the carryforwards, as not required.
The Company’s effective income tax rate varied from the U.S. federal statutory tax rate as follows:
Fiscal Year
2022 2021 2020
U.S. federal statutory tax rate 21.0% 21.0% 21.0%
Increase (decrease) in tax rate resulting from:
U.S. state taxes, net of federal tax benefit 0.2 (1.1) 0.5
Research and development credit (1.3) (2.3) (2.1)
Puerto Rico excise tax (1.1) (2.0) (1.5)
International (11.2) (12.6) (10.0)
Stock based compensation (0.8) (0.8) (1.5)
Interest on uncertain tax positions 0.5 0.9 1.3
Base erosion anti-abuse tax 0.9 0.5 2.6
Foreign derived intangible income benefit (1.0) (1.9) (1.2)
Certain tax adjustments (0.9) (1.0) (30.8)
Legal entity restructuring — 1.8 —
U.S. tax on foreign earnings 2.2 3.4 2.8
Other, net (0.2) 0.9 0.4
Effective tax rate 8.3% 6.8% (18.5)%
During fiscal year 2022, the net benefit from certain tax 䡲 A benefit of $82 million related to a change in tax rates
adjustments of $50 million, recognized in income tax on intangible assets.
provision (benefit) in the consolidated statement of
income, included the following:
䡲 A benefit of $82 million associated with a step up in tax intercompany intellectual property transactions.
basis for Swiss Cantonal purposes.

PART II
䡲 A cost of $41 million associated with a change in the certain foreign earnings and reversing the previously
Company’s permanent reinvestment assertion on certain accrued tax liability. This benefit was partially offset by
historical earnings. additional tax associated with a previously executed
internal reorganization of certain foreign subsidiaries.
䡲 A net cost of $26 million primarily associated with an
intercompany sale of assets. 䡲 A benefit of $252 million related to tax legislative
changes in Switzerland, which abolished certain
During fiscal year 2021, the net benefit from certain tax
preferential tax regimes the Company benefited from
adjustments of $41 million, recognized in income tax
and replaced them with a new set of internationally
provision (benefit) in the consolidated statement of
accepted measures. The legislation provided for higher
income, included the following:
effective tax rates but allowed for a transitional period
䡲 A net benefit of $106 million associated with the whereby an amortizable asset was created for Swiss
resolution of an audit at the IRS Appellate level for fiscal federal income tax purposes that will be amortized and
years 2012, 2013, and 2014. The issues resolved relate deducted over a 10-year period.
to the utilization of certain net operating losses and the
䡲 A benefit of $658 million related to the release of a
allocation of income between Medtronic, Inc. and its
valuation allowance previously recorded against certain
wholly owned subsidiary operating in Puerto Rico for
net operating losses. Luxembourg enacted tax
businesses that are not the subject of the U.S. Tax Court
legislation during the year requiring the Company to
Case for fiscal years 2005 and 2006.
reassess the realizability of certain net operating losses.
䡲 A net cost of $73 million related to a tax basis adjustment The Company evaluated both the positive and negative
of previously established deferred tax assets from evidence and released valuation allowance equal to the
intercompany intellectual property transactions. The expected benefit from the utilization of certain net
cumulative amount of deferred tax benefit previously operating losses in connection with a planned
recognized from intercompany intellectual property intercompany sale of intellectual property.
transactions and recorded as Certain Tax Adjustments is
䡲 A benefit of $269 million associated with the
$1.5 billion. The corresponding deferred tax assets will
intercompany sale of intellectual property and the
be amortized over a period of approximately 20 years.
establishment of a deferred tax asset.
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
䡲 A net cost of $25 million associated with an internal reductions as compared to the local statutory rate
restructuring and intercompany sale of assets. favorably impacted earnings by $248 million, $301 million,
and $231 million in fiscal years 2022, 2021, and 2020,
䡲 A benefit of $83 million related to the capitalization of respectively, and diluted earnings per share by $0.18,
certain research and development costs for U.S. income $0.22, and $0.17, in fiscal years 2022, 2021, and 2020,
tax purposes and the establishment of a deferred tax respectively. The tax holidays are conditional upon the
asset at the U.S. federal statutory tax rate. Company meeting certain thresholds required under
During fiscal year 2020, the net benefit from certain tax statutory law. The tax incentive grants, unless extended,
adjustments of $1.2 billion, recognized in income tax will expire between fiscal years 2023 and 2034. The
provision (benefit) in the consolidated statement of Company’s historical practice has been to renew, extend,
income, included the following: or obtain new tax incentive grants upon expiration of
existing tax incentive grants. If the Company is not able to
䡲 A net benefit of $63 million related to the finalization of renew, extend, or obtain new tax incentive grants, the
certain state tax impacts from U.S. Tax Reform, and the expiration of existing tax incentive grants could have a
issuance of certain final U.S. Treasury Regulations material impact on the Company’s financial results in future
associated with U.S. Tax Reform. The primary impact of periods. The tax incentive grants which expired during
these regulations resulted in the Company fiscal year 2022 did not have a material impact on the
re-establishing its permanently reinvested assertion on Company’s consolidated financial statements.

PART II
The Company had $1.7 billion, $1.7 billion, and $1.9 billion of gross unrecognized tax benefits at April 29, 2022, April 30,
2021, and April 24, 2020, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits for
fiscal years 2022, 2021, and 2020 is as follows:
Fiscal Year
(in millions) 2022 2021 2020
Gross unrecognized tax benefits at beginning of fiscal year $ 1,668 $ 1,862 $ 1,836
Gross increases:
Prior year tax positions 1 88 12
Current year tax positions 40 62 55
Gross decreases:
Prior year tax positions (29) (106) (9)
Settlements (8) (216) (5)
Statute of limitation lapses (11) (21) (27)
Gross unrecognized tax benefits at end of fiscal year 1,661 1,668 1,862
Cash advance paid to taxing authorities (859) (859) (859)
Gross unrecognized tax benefits at end of fiscal year,
net of cash advance $ 802 $ 809 $ 1,003
If all of the Company’s unrecognized tax benefits at of accrued gross interest and penalties at April 29, 2022,
April 29, 2022, April 30, 2021, and April 24, 2020 were April 30, 2021, and April 24, 2020, respectively. During
recognized, $1.6 billion, $1.6 billion, and $1.8 billion would fiscal years 2022, 2021, and 2020, the Company
impact the Company’s effective tax rate, respectively. recognized gross interest expense of $17 million, income
Although the Company believes that it has adequately of $44 million, and expense of $53 million, respectively, in
provided for liabilities resulting from tax assessments by income tax provision (benefit) in the consolidated
taxing authorities, positions taken by these tax authorities statements of income.
could have a material impact on the Company’s effective
The Company reserves for uncertain tax positions related
tax rate in future periods. The Company has recorded
to unresolved matters with the IRS and other taxing
gross unrecognized tax benefits, net of cash advance, of
authorities. These reserves are subject to a high degree of
$787 million as a noncurrent liability. The Company
estimation and management judgment. Resolution of these
estimates that within the next 12 months it is reasonably
significant unresolved matters, or positions taken by the
possible that its uncertain tax positions excluding interest,
IRS or other tax authorities during future tax audits, could
could decrease by as much as $15 million, net as a result of
have a material impact on the Company’s financial results
statute of limitation lapses.
in future periods. The Company continues to believe that
The Company recognizes interest and penalties related to its reserves for uncertain tax positions are appropriate and
income tax matters in income tax provision (benefit) in the that it has meritorious defenses for its tax filings and will
consolidated statements of income and records the liability vigorously defend them during the audit process,
in the current or noncurrent accrued income taxes in the appellate process, and through litigation in courts, as
consolidated balance sheets, as appropriate. The necessary.
Company had $117 million, $99 million, and $225 million

PART II
The major tax jurisdictions where the Company conducts business which remain subject to examination are as follows:
Jurisdiction Earliest Year Open
United States - federal and state 2005
Australia 2018
Brazil 2017
Canada 2013
China 2015
Costa Rica 2018
Dominican Republic 2019
France 2019
Germany 2014
India 2002
Ireland 2012
Israel 2010
Italy 2005
Japan 2018
Korea 2017
Luxembourg 2017
Mexico 2017
Puerto Rico 2011
Singapore 2016
Switzerland 2010
United Kingdom 2017
See Note 18 for additional information regarding the status of current tax audits and proceedings.
14. Earnings Per Share

Basic earnings per share is computed based on the the Company could have repurchased with the proceeds
weighted average number of ordinary shares outstanding. from issuance of the potentially dilutive shares. Potentially
Diluted earnings per share is computed based on the dilutive ordinary shares include stock-based awards
weighted number of ordinary shares outstanding, granted under stock-based compensation plans and shares
increased by the number of additional shares that would committed to be purchased under the employee stock
have been outstanding had the potentially dilutive ordinary purchase plan.
shares been issued, and reduced by the number of shares
The table below sets forth the computation of basic and diluted earnings per share:
Fiscal Year
Numerator:
Net income attributable to ordinary shareholders $ 5,039 $ 3,606 $ 4,789
Denominator:
Basic – weighted average shares outstanding 1,342.4 1,344.9 1,340.7
Effect of dilutive securities:
Employee stock options 6.6 6.6 7.2
Employee restricted stock units 1.6 2.1 2.8
Other 0.8 0.5 0.4
Diluted – weighted average shares outstanding 1,351.4 1,354.0 1,351.1
Basic earnings per share $ 3.75 $ 2.68 $ 3.57
Diluted earnings per share $ 3.73 $ 2.66 $ 3.54

PART II
The calculation of weighted average diluted shares outstanding excludes options to purchase approximately 5 million
ordinary shares in fiscal year 2022 and 4 million ordinary shares in fiscal years 2021 and 2020 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, At April 29, 2022 and April 30, 2021, the funded status of
including defined benefit pension plans, post-retirement the Company’s benefit plans was $74 million overfunded
medical plans, defined contribution savings plans, and and $705 million underfunded, respectively.
termination indemnity plans, covering substantially all U.S.
During fiscal year 2021, as part of the Simplification
employees and many employees outside the U.S. The net
restructuring program, the Company offered certain
expense related to these plans was $459 million,
eligible U.S. employees voluntary early retirement
$668 million, and $467 million in fiscal years 2022, 2021,
packages, resulting in incremental expense of $97 million
and 2020, respectively.
recognized. Of this amount, $73 million related to U.S.
In the U.S., the Company maintains qualified pension plans pension benefits, $11 million related to defined
designed to provide guaranteed minimum retirement contribution plans, $11 million related to U.S. post-
benefits to all eligible U.S. participants. Pension coverage retirement benefits, and $2 million related to cash
for non-U.S. employees is provided, to the extent deemed payments and administrative fees. See Note 4 for
appropriate, through separate plans. In addition to the additional information on the Simplification restructuring
benefits provided under the qualified pension plan, program.
retirement benefits associated with wages in excess of the
As of April 24, 2020, the Company announced the freezing
IRS allowable limits are provided to certain employees
of U.S. pension benefits beginning in 2027. Employees will
under a non-qualified plan. U.S. and Puerto Rico
continue to earn benefits as required by the plan until
employees are also eligible to receive a medical benefit
April 30, 2027, after which date benefits will no longer be
component, in addition to normal retirement benefits,
earned and employees will earn benefits under a new
through the Company’s post-retirement benefits.
defined contribution structure. The Company recognized
curtailment benefits of $94 million in fiscal year 2020 as a
result of this change.

PART II
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:
U.S. Pension Benefits Non-U.S. Pension Benefits

(in millions) 2022 2021 2022 2021
Accumulated benefit obligation at end of year: $ 3,396 $ 3,786 $ 1,638 $ 2,035
Change in projected benefit obligation:
Projected benefit obligation at beginning of year $ 3,979 $ 3,723 $ 2,294 $ 2,024
Service cost 98 106 64 70
Interest cost 102 109 26 28
Employee contributions — — 12 12
Plan curtailments and settlements — — (11) (4)
Actuarial (gain) loss(1) (513) 99 (394) 6
Benefits paid (141) (129) (48) (41)
Special termination benefits — 73 — —
Currency exchange rate changes and other — — (203) 200
Projected benefit obligation at end of year $ 3,526 $ 3,979 $ 1,740 $ 2,294
Change in plan assets:
Fair value of plan assets at beginning of year $ 3,660 $ 2,982 $ 1,900 $ 1,404
Actual return on plan assets 15 715 (12) 232
Employer contributions 24 95 70 149
Employee contributions — — 12 12
Plan settlements — — (1) (4)
Benefits paid (141) (129) (48) (41)
Currency exchange rate changes and other — — (188) 149
Fair value of plan assets at end of year $ 3,559 $ 3,660 $ 1,732 $ 1,900
Funded status at end of year:
Fair value of plan assets $ 3,559 $ 3,660 $ 1,732 $ 1,900
Benefit obligations 3,526 3,979 1,740 2,294
Over (under) funded status of the plans 33 (319) (8) (394)
Recognized asset (liability) $ 33 $ (319) $ (8) $ (394)
Amounts recognized on the consolidated
balance sheets consist of:
Non-current assets $ 313 $ 110 $ 240 $ 48
Current liabilities (21) (20) (6) (6)
Non-current liabilities (259) (408) (242) (436)
Recognized asset (liability) $ 33 $ (319) $ (8) $ (394)
Amounts recognized in accumulated other
comprehensive loss:
Prior service cost (credit) $ — $ — $ (4) $ (6)
Net actuarial loss 854 1,220 161 530
Ending balance $ 854 $ 1,220 $ 157 $ 524
(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 2022 was primarily related to increases in discount rates. The actuarial loss in fiscal year 2021 was
primarily related to decreases in discount rates.

PART II
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 29, 2022 and April 30, 2021. U.S. and non-U.S.
pension plans with accumulated benefit obligations in excess of plan assets consist of the following:
Fiscal Year
Accumulated benefit obligation $ 830 $ 5,089
Projected benefit obligation 880 5,198
Plan assets at fair value 356 4,561
U.S. and non-U.S. pension plans with projected benefit obligations in excess of plan assets consist of the following:
Fiscal Year
Projected benefit obligation $ 907 $ 5,921
Plan assets at fair value 379 5,159
The net periodic benefit cost of the plans includes the following components:

(in millions) 2022 2021 2020 2022 2021 2020
Service cost $ 98 $ 106 $ 106 $ 64 $ 70 $ 59
Interest cost 102 109 126 26 28 28
Expected return on plan assets (226) (242) (225) (64) (59) (58)
Amortization of prior service cost — 1 1 (1) (1) (1)
Amortization of net actuarial loss 64 69 56 22 25 14
Settlement and curtailment (gain) loss — — — (10) 1 —
Special termination benefits — 73 — — — —
Net periodic benefit cost $ 39 $ 116 $ 64 $ 37 $ 64 $ 42
The other changes in plan assets and projected benefit obligations recognized in other comprehensive income for fiscal year
2022 are as follows:
Non-U.S.
U.S. Pension Pension
(in millions) Benefits Benefits
Net actuarial gain $ (303) $ (317)
Amortization of prior service credit — 1
Amortization and settlement recognition of actuarial loss (64) (22)
Effect of exchange rates — (29)
Total recognized in other comprehensive income (367) (367)
Total recognized in net periodic benefit cost and other comprehensive income $ (328) $ (331)

PART II
The actuarial assumptions are as follows:

2022 2021 2020 2022 2021 2020
Critical assumptions – projected benefit
obligation:
Discount rate 4.23%-4.48% 2.80%-3.50% 3.10%-3.70% 0.60%-25.40% 0.30%-13.30% 0.30%-13.30%
Rate of compensation increase 4.83% 4.83% 3.90% 2.70% 2.90% 2.91%
Critical assumptions – net periodic benefit
cost:
Discount rate – benefit obligation 2.80%-3.46% 3.10%-3.70% 3.90%-4.30% 0.25%-12.80% 0.30%-13.90% 0.40%-13.90%
Discount rate – service cost 2.50%-3.51% 2.60%-3.90% 3.70%-4.00% 0.24%-12.80% 0.30%-13.90% 0.40%-13.90%
Discount rate – interest cost 2.08%-2.87% 2.80%-3.20% 3.50%-4.30% 0.08%-12.80% 0.30%-13.90% 0.40%-13.90%
Expected return on plan assets 5.60%-7.40% 7.50% 7.90% 3.67% 3.78% 4.19%
Rate of compensation increase 3.90%-4.83% 3.90% 3.90% 2.90% 2.91% 2.87%
The Company utilizes a full yield curve approach guidelines are established based on market conditions, risk
methodology to estimate the service and interest cost tolerance, funding requirements, and expected benefit
components of net periodic pension cost and net periodic payments. The Plan Committee also oversees the
post-retirement benefit cost for the Company’s pension investment allocation process, selects the investment
and other post-retirement benefits. The full yield curve managers, and monitors asset performance. As pension
approach applies specific spot rates along the yield curve liabilities are long-term in nature, the Company employs a
to their underlying projected cash flows in estimation of the long-term total return approach to maximize the long-term
cost components. The current yield curves represent high rate of return on plan assets for a prudent level of risk. An
quality, long-term fixed income instruments. annual analysis on the risk versus the return of the
investment portfolio is conducted to justify the expected
The expected long-term rate of return on plan assets
long-term rate of return assumption.
assumptions are determined using a building block
approach, considering historical averages and real returns The investment portfolios contain a diversified allocation of
of each asset class. In certain countries, where historical investment categories, including equities, fixed income
returns are not meaningful, consideration is given to local securities, hedge funds, and private equity. Securities are
market expectations of long-term returns. also diversified in terms of domestic and international,
short- and long-term, growth and value styles, large cap
Retirement Benefit Plan Investment Strategy and small cap stocks, and active and passive management.
The Company sponsors trusts that hold the assets for U.S. Outside the U.S., pension plan assets are typically managed
pension plans and other U.S. post-retirement benefit plans, by decentralized fiduciary committees. There is significant
primarily retiree medical benefits. For investment variation in policy asset allocation from country to country.
purposes, the Medtronic U.S. pension and other U.S. post- Local regulations, funding rules, and financial and tax
retirement benefit plans employ similar investment considerations are part of the funding and investment
strategies with different asset allocation targets. allocation process in each country. The weighted average
target asset allocations at April 29, 2022 for the plans are
The Company has a Qualified Plan Committee (the Plan 41% equity securities, 33% debt securities, and 26% other.
Committee) that sets investment guidelines for U.S.
pension plans and other U.S. post-retirement benefit plans The plans did not hold any investments in the Company’s
with the assistance of external consultants. These ordinary shares at April 29, 2022 or April 30, 2021.
The Company’s U.S. plans target asset allocations at April 29, 2022, compared to the U.S. plans actual asset allocations at
April 29, 2022 and April 30, 2021 by asset category, are as follows:
U.S. Plans
Target Allocation Actual Allocation
April 29, 2022 April 29, 2022 April 30, 2021
Asset Category:
Equity securities 34% 36% 39%
Debt securities 51 45 32
Other 15 19 29
Total 100% 100% 100%

PART II
Strong performance on equity securities during the fiscal strategies. These investments may be redeemed monthly
year resulted in asset allocations different than targets. with notice periods ranging from 45 to 95 days. At April 29,
Management expects to move the allocations closer to 2022, there are no funds in the process of liquidation.
target over the intermediate term. Private equity investments consist of common stock and
debt instruments of private companies. For private equity
Retirement Benefit Plan Asset Fair Values funds, the sum of the unfunded commitments at April 29,
2022 is $204 million, and the estimated liquidation period
The following is a description of the valuation of these funds is expected to be one to 15 years. Real asset
methodologies used for retirement benefit plan assets investments consist of commodities, derivatives, Real
measured at fair value: Estate Investment Trusts, and illiquid real estate holdings.
Short-term investments: Valued at the closing price These investments have redemption and liquidation
reported in the active markets in which the individual periods ranging from 30 days to 10 years. At April 29,
security is traded. 2022, there are no real estate investments in the process of
liquidation. Valuation procedures are utilized to arrive at
Mutual funds: Comprised of investments in equity and fair value if a quoted market price is not available for a
fixed income securities held in pooled investment vehicles. partnership investment.
The valuations of mutual funds are based on the respective
net asset values which are determined by the fund daily at Registered investment companies: Valued at net asset
market close. The net asset values are calculated based on values which are not publicly reported. The net asset
the valuation of the underlying assets which are values are calculated based on the valuation of the
determined using observable inputs. The net asset values underlying assets. The underlying assets are valued at the
are publicly reported. quoted market prices of shares held by the plan at
year-end in the active market on which the individual
Equity commingled trusts: Comprised of investments in securities are traded.
equity securities held in pooled investment vehicles. The
valuations of equity commingled trusts are based on the Insurance contracts: Comprised of investments in
respective net asset values which are determined by the collective (group) insurance contracts, consisting of
fund daily at market close. The net asset values are individual insurance policies. The policyholder is the
calculated based on the valuation of the underlying assets employer, and each member is the owner/beneficiary of
which are determined using observable inputs. The net their individual insurance policy. These policies are a part
asset values are not publicly reported, and funds are of the insurance company’s general portfolio and
valued at the net asset value practical expedient. participate in the insurer’s profit-sharing policy on an
excess yield basis.
Fixed income commingled trusts: Comprised of
investments in fixed income securities held in pooled The methods described above may produce fair values
investment vehicles. The valuations of fixed income that may not be indicative of net realizable value or
commingled trusts are based on the respective net asset reflective of future fair values. Furthermore, while the
values which are determined by the fund daily at market Company believes its valuation methodologies are
close. The net asset values are calculated based on the appropriate and consistent with other market participants,
valuation of the underlying assets which are determined the use of different methodologies or assumptions to
using observable inputs. The net asset values are not determine fair value of certain financial instruments could
publicly reported, and funds are valued at the net asset result in a different fair value measurement at the reporting
value practical expedient. date.
Partnership units: Valued based on the year-end net asset The following tables provide information by level for the
values of the underlying partnerships. The net asset values retirement benefit plan assets that are measured at fair
of the partnerships are based on the fair values of the value, as defined by U.S. GAAP. Certain investments for
underlying investments of the partnerships. Quoted market which the fair value is measured using the net asset value
prices are used to value the underlying investments of the per share (or its equivalent) practical expedient are not
partnerships, where the partnerships consist of the presented within the fair value hierarchy. The fair value
investment pools which invest primarily in common stocks. amounts presented for these investments are intended to
Partnership units include partnerships, private equity permit reconciliation to the total fair value of plan assets at
investments, and real asset investments. Partnerships April 29, 2022 and April 30, 2021.
primarily include long/short equity and absolute return

PART II
U.S. Pension Benefits

Fair Value Measurements Investments
Fair Value at Using Inputs Considered as Measured at Net
(in millions) April 29, 2022 Level 1 Level 2 Level 3 Asset Value
Short-term investments $ 73 $ 73 $ — $ — $ —
Mutual funds 125 125 — — —
Equity commingled trusts 1,281 — — — 1,281
Fixed income commingled trusts 1,069 — — — 1,069
Partnership units 1,011 — — 1,011 —
$ 3,559 $ 197 $ — $ 1,011 $ 2,350

Short-term investments $ 232 $ 232 $ — $ — $ —
Mutual funds 99 99 — — —
Equity commingled trusts 1,420 — — — 1,420
Fixed income commingled trusts 1,050 — — — 1,050
Partnership units 860 — — 860 —
$ 3,660 $ 331 $ — $ 860 $ 2,470
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):
Partnership
(in millions) Units
April 24, 2020 $ 625
Total realized gains, net 8
Total unrealized gains, net 89
Purchases and sales, net 139
April 30, 2021 860
Total realized gains, net 28
Total unrealized gains, net 72
Purchases and sales, net 51
April 29, 2022 $ 1,011
Non-U.S. Pension Benefits

Registered investment companies $ 1,689 $ — $ — $ — $ 1,689
Insurance contracts 43 — — 43 —
$ 1,732 $ — $ — $ 43 $ 1,689

Registered investment companies $ 1,850 $ — $ — $ — $ 1,850
Insurance contracts 49 — — 49 —
$ 1,900 $ — $ — $ 49 $ 1,850

PART II
Non-U.S. pension benefit assets that are valued using approximately $24 million to the U.S. pension plan.
significant unobservable inputs (Level 3) was $43 million Internationally, the Company contributed approximately
and $49 million as of April 29, 2022 and April 30, 2021, $70 million for pension benefits during fiscal year 2022.
respectively. The decrease in the fair value of the assets The Company anticipates that it will make contributions of
was due to insurance contracts being sold. $21 million and $52 million to its U.S. pension benefit plans
and non-U.S. pension benefit plans, respectively, in fiscal
There were no transfers into or out of Level 3 for both the
year 2023. Based on the guidelines under the U.S.
U.S. and non-U.S. pension plans during the fiscal years
Employee Retirement Income Security Act of 1974 and the
ended April 29, 2022 and April 30, 2021.
various guidelines which govern the plans outside the U.S.,
Retirement Benefit Plan Funding the majority of anticipated fiscal year 2023 contributions
will be discretionary. The Company believes that pension
It is the Company’s policy to fund retirement costs within assets, returns on invested pension assets, and Company
the limits of allowable tax deductions. During fiscal year contributions will be able to meet its pension and other
2022, the Company made discretionary contributions of post-retirement obligations in the future.
Retiree benefit payments, which reflect expected future service, are anticipated to be paid as follows:
(in millions) Gross Payments

Fiscal Year U.S. Pension Benefits Non-U.S. Pension Benefits
2023 $ 150 $ 61
2024 160 55
2025 172 59
2026 182 59
2027 193 65
2028 – 2032 1,110 367
Total $ 1,966 $ 666
Post-retirement Benefit Plans implemented two new plans: an additional defined benefit
pension plan, the Personal Pension Account (PPA), and a
The net periodic benefit cost associated with the new defined contribution plan, the Personal Investment
Company’s post-retirement benefit plans was income of Account (PIA). Employees in the U.S. hired on or after
$20 million, $6 million, and $15 million in fiscal years 2022, May 1, 2005 but before January 1, 2016 had the option to
2021, and 2020, respectively. The Company’s projected participate in either the PPA or the PIA. Participants in the
benefit obligation for all post-retirement benefit plans was PPA receive an annual allocation of their salary and bonus
$276 million and $337 million at April 29, 2022 and on which they will receive an annual guaranteed rate of
April 30, 2021, respectively. The Company’s fair value of return, which is based on the ten-year Treasury bond rate.
plan assets for all post-retirement benefit plans was Participants in the PIA also receive an annual allocation of
$325 million and $345 million at April 29, 2022 and their salary and bonus; however, they are allowed to
April 30, 2021, respectively. The post-retirement benefit determine how to invest their funds among identified fund
plan assets at both April 29, 2022 and April 30, 2021 alternatives. The cost associated with the PPA is included in
primarily comprised of equity and fixed commingled trusts, U.S. Pension Benefits in the tables presented earlier. The
consistent with the U.S. retirement benefit plan assets defined contribution cost associated with the PIA was
outlined in the fair value leveling tables above. approximately $48 million, $50 million, and $52 million in
fiscal years 2022, 2021, and 2020, respectively.
Defined Contribution Savings Plans
Effective January 1, 2016, the Company froze participation
The Company has defined contribution savings plans that in the existing defined benefit (PPA) and contribution (PIA)
cover substantially all U.S. employees and certain non-U.S. pension plans in the U.S. and implemented a new form of
employees. The general purpose of these plans is to benefit under the existing defined contribution plan for
provide additional financial security during retirement by legacy Covidien employees and employees in the U.S.
providing employees with an incentive to make regular hired on or after January 1, 2016 or rehired after July 1,
savings. Company contributions to the plans are based on 2020. Participants in the Medtronic Core Contribution
employee contributions and Company performance. (MCC) also receive an annual allocation of their salary and
Expense recognized under these plans was $403 million, bonus and are allowed to determine how to invest their
$495 million, and $376 million in fiscal years 2022, 2021, funds among identified fund alternatives. The defined
and 2020, respectively. contribution cost associated with the MCC was
Effective May 1, 2005, the Company froze participation in approximately $83 million, $73 million, and $66 million and
the original defined benefit pension plan in the U.S. and in fiscal years 2022, 2021, and 2020, respectively.

PART II
16. Leases
The Company leases office, manufacturing, and research component. The consolidated balance sheets do not
facilities and warehouses, as well as transportation, data include recognized assets or liabilities for leases that, at the
processing, and other equipment. The Company commencement date, have a term of twelve months or less
determines whether a contract is a lease or contains a lease and do not include an option to purchase the underlying
at inception date. Upon commencement, the Company asset that is reasonably certain to be exercised. The
recognizes a right-of-use asset and lease liability. Company recognizes such leases in the consolidated
Right-of-use assets represent the Company’s right to use statements of income on a straight-line basis over the lease
the underlying asset for the lease term. Lease liabilities are term. Additionally, the Company recognizes variable lease
the Company’s obligation to make the lease payments payments not included in its lease liabilities in the period in
arising from a lease. As the Company’s leases typically do which the obligation for those payments is incurred.
not provide an implicit rate, the Company’s lease liabilities Variable lease payments for fiscal year 2022, 2021, and
are measured on a discounted basis using the Company’s 2020 were not material.
incremental borrowing rate. Lease terms used in the
The Company’s lease agreements include leases
recognition of right-of-use assets and lease liabilities
accounted for as operating leases and those accounted for
include only options to extend the lease that are
as finance leases. The right-of-use assets, lease liabilities,
reasonably certain to be exercised. Additionally, lease
lease costs, cash flows, and lease maturities associated with
terms underlying the right-of-use assets and lease liabilities
the Company’s finance leases were not material to the
consider terminations that are reasonably certain to be
consolidated financial statements at April 29, 2022 or
executed.
April 30, 2021 or for fiscal year 2022, 2021 and 2020.
The Company’s lease agreements include leases that have Finance lease right-of-use assets are included in property,
both lease and associated nonlease components. The plant, and equipment, net, and finance lease liabilities are
Company has elected to account for lease components included in current debt obligations and long-term debt on
and the associated nonlease components as a single lease 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 29, 2022 and April 30, 2021:
Balance Sheet
(in millions) Classification April 29, 2022 April 30, 2021
Right-of-use assets Other assets $ 854 $ 998
Current liability Other accrued expenses 167 186
Non-current liability Other liabilities 703 829
The following table summarizes the weighted-average remaining lease term and weighted-average discount rate for the
Company’s operating leases at April 29, 2022, April 30, 2021, and April 24, 2020:
April 29, 2022 April 30, 2021 April 24, 2020

Weighted-average remaining lease term 7.3 Years 7.5 years 7.2 years
Weighted-average discount rate 2.0% 2.3% 3.0%
The following table summarizes the components of total operating lease cost for fiscal year 2022, 2021, and 2020:
Fiscal Year
(in millions) 2022 2021 2020
Operating lease cost $ 195 $ 216 $ 223
Short-term lease cost 65 35 46
Total operating lease cost $ 260 $ 251 $ 269
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 2022, 2021, and 2020:
Fiscal Year
(in millions) 2022 2021 2020
Cash paid for amounts included in the measurement of operating lease liabilities $ 174 $ 216 $ 221
Right-of-use assets obtained in exchange for operating lease liabilities 78 230 174

PART II
The following table summarizes the maturities of the Company’s operating leases at April 29, 2022:
(in millions) Operating

Fiscal Year Leases
2023 $ 213
2024 164
2025 130
2026 103
2027 82
Thereafter 284
Total expected lease payments 976
Less: Imputed interest (105)
Total lease liability $ 871
The Company makes certain products available to of income and the Company’s net investments in sales-type
customers under lease arrangements, including leases are included in other current assets and other assets
arrangements whereby equipment is placed with in the consolidated balance sheets. Lessor income and the
customers who then purchase consumable products to related assets and lease maturities were not material to the
accompany the use of the equipment. Income arising from consolidated financial statements at or for the fiscal year
arrangements where the Company is the lessor is ended April 29, 2022 and April 30, 2021.
recognized within net sales in the consolidated statements
17. Accumulated Other Comprehensive Loss

The following table provides changes in AOCI, net of tax and by component:
Total
Unrealized Unrealized Accumulated
(Loss) Gain on Cumulative Net Net Change (Loss) Gain Other
Investment Translation Investment in Retirement on Cash Flow Comprehensive
(in millions) Securities Adjustments Hedges Obligations Hedges (Loss) Income
April 26, 2019 $ (45) $ (1,383) $ (169) $ (1,308) $ 194 $ (2,711)
Other comprehensive income
(loss) before reclassifications 43 (827) 405 (596) 309 (666)
Reclassifications 2 — — 52 (237) (183)
Other comprehensive income (loss) 45 (827) 405 (544) 72 (849)
April 24, 2020 — (2,210) 236 (1,852) 266 (3,560)
(loss) before reclassifications 92 1,691 (1,694) 432 (541) (20)
Reclassifications — — — 73 22 95
Other comprehensive income (loss) 92 1,691 (1,694) 505 (519) 75
April 30, 2021 92 (519) (1,458) (1,347) (253) (3,485)
(loss) before reclassifications (304) (2,080) 2,299 514 781 1,210
Reclassifications 3 — — 60 (54) 9
Other comprehensive income (loss) (301) (2,080) 2,299 574 727 1,219
April 29, 2022 $ (209) $ (2,599) $ 841 $ (773) $ 474 $ (2,265)
The income tax on gains and losses on investment respectively. When realized, gains and losses on
securities in other comprehensive income before investment securities reclassified from AOCI are
reclassifications during fiscal years 2022, 2021, and 2020 recognized within other non-operating income, net. Refer
was a benefit of $51 million, an expense of $31 million and to Note 5 for additional information.
a benefit of $13 million, respectively. During fiscal years
During fiscal years 2022, 2021, and 2020, the income tax
2022, 2021, and 2020, realized gains and losses on
on cumulative translation adjustment was a benefit of
investment securities reclassified from AOCI were reduced
$8 million, an expense of $7 million, and a benefit of
by income taxes of $1 million, $2 million and $3 million,
$9 million, respectively.

PART II
During fiscal years 2022, 2021, and 2020, there were no tax defined benefit and pension items reclassified from AOCI
impacts on net investment hedges. Refer to Note 7 for are recognized within other non-operating income, net.
additional information. Refer to Note 15 for additional information.
The net change in retirement obligations in other The income tax on unrealized gains and losses on cash flow
comprehensive income includes amortization of net hedges in other comprehensive income before
actuarial losses included in net periodic benefit cost. The reclassifications during fiscal years 2022, 2021, and 2020
income tax on the net change in retirement obligations in was an expense of $152 million, a benefit of $87 million,
other comprehensive income before reclassifications and an expense of $88 million, respectively. Amounts
during fiscal years 2022, 2021, and 2020 resulted in an reclassified from AOCI related to cash flow hedges
expense of $134 million and $115 million, and a benefit of included income taxes of $26 million, $14 million, and
$159 million, respectively. During fiscal years 2022, 2021, $80 million for fiscal years 2022, 2021, and 2020,
and 2020, the gains and losses on defined benefit and respectively. When realized, gains and losses on currency
pension items reclassified from AOCI were reduced by exchange rate contracts reclassified from AOCI are
income taxes of $20 million, $16 million, and $12 million, recognized within other operating expense, net or cost of
respectively. When realized, net gains and losses on 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 procedural stages with incomplete scientific facts or legal
legal actions from time to time involving product liability, discovery, involve unsubstantiated or indeterminate claims
employment, intellectual property and commercial for damages, potentially involve penalties, fines or punitive
disputes, shareholder related matters, environmental damages, or could result in a change in business practice.
proceedings, tax disputes, and governmental proceedings The Company classifies certain specified litigation charges
and investigations, including those described below. With and gains related to significant legal matters as certain
respect to governmental proceedings and investigations, litigation charges in the consolidated statements of
like other companies in our industry, the Company is income. During fiscal years 2022, 2021, and 2020, the
subject to extensive regulation by national, state, and local Company recognized $95 million, $118 million, and
governmental agencies in the United States and in other $313 million, respectively, of additional certain litigation
jurisdictions in which the Company and its affiliates charges. At April 29, 2022 and April 30, 2021, total accrued
operate. As a result, interaction with governmental litigation charges were approximately $0.3 billion and
agencies is ongoing. The Company’s standard practice is $0.4 billion, respectively. The ultimate cost to the Company
to cooperate with regulators and investigators in with respect to accrued litigation could be materially
responding to inquiries. The outcomes of legal actions are different than the amount of the current estimates and
not within the Company’s complete control and may not be accruals and could have a material adverse impact on the
known for prolonged periods of time. In some actions, the Company’s consolidated earnings, financial position,
enforcement agencies or private claimants seek damages, and/or cash flows. The Company includes accrued
as well as other civil or criminal remedies (including litigation in other accrued expenses and other liabilities on
injunctions barring the sale of products that are the subject the consolidated balance sheets. While it is not possible to
of the proceeding), that could require significant predict the outcome for most of the legal matters
expenditures, result in lost revenues, or limit the discussed below, the Company believes it is possible that
Company’s ability to conduct business in the applicable the costs associated with these matters could have a
jurisdictions. material adverse impact on the Company’s consolidated
earnings, financial position, and/or cash flows.
The Company records a liability in the consolidated
financial statements on an undiscounted basis for loss
contingencies related to legal actions when a loss is known Product Liability Matters
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 Pelvic Mesh Litigation
the range is a better estimate than any other, the minimum The Company is currently involved in litigation in various
amount of the range is accrued. If a loss is reasonably state and federal courts against manufacturers of pelvic
possible but not known or probable, and may be mesh products alleging personal injuries resulting from the
reasonably estimated, the estimated loss or range of loss is implantation of those products. Two subsidiaries of
disclosed. When determining the estimated loss or range Covidien supplied pelvic mesh products to one of the
of loss, significant judgment is required. Estimates of manufacturers, C.R. Bard (Bard), named in the litigation. The
probable losses resulting from litigation and governmental litigation includes a federal multi-district litigation in the U.S.
proceedings involving the Company are inherently difficult District Court for the Northern District of West Virginia and
to predict, particularly when the matters are in early cases in various state courts and jurisdictions outside the

PART II
U.S. Generally, complaints allege design and manufacturing for the costs of completing an environmental site
claims, failure to warn, breach of warranty, fraud, violations investigation as required by the Maine Department of
of state consumer protection laws and loss of consortium Environmental Protection (MDEP). MDEP served a
claims. In fiscal year 2016, Bard paid the Company compliance order on Mallinckrodt LLC and U.S. Surgical
$121 million towards the settlement of 11,000 of these Corporation, subsidiaries of Covidien, in December 2008,
claims. In May 2017, the agreement with Bard was which included a directive to remove a significant volume
amended to extend the terms to apply to up to an of soils at the site. After a hearing on the compliance order
additional 5,000 claims. That agreement does not resolve before the Maine Board of Environmental Protection
the dispute between the Company and Bard with respect to (Maine Board) to challenge the terms of the compliance
claims that do not settle, if any. As part of the agreement, order, the Maine Board modified the MDEP order and
the Company and Bard agreed to dismiss without prejudice issued a final order requiring removal of two landfills,
their pending litigation with respect to Bard’s obligation to capping of the remaining three landfills, installation of a
defend and indemnify the Company. The Company groundwater extraction system and long-term monitoring
estimates law firms representing approximately 16,200 of the site and the three remaining landfills. The Company
claimants have asserted or may assert claims involving has proceeded with remediation in accordance with the
products manufactured by Covidien’s subsidiaries. As of MDEP order as modified by the Maine Board order.
June 1, 2022, the Company had reached agreements to
Since the early 2000s, the Company or its predecessors
settle approximately 15,900 of these claims. The Company’s
have also been involved in a lawsuit filed in the U.S. District
accrued expenses for this matter are included within
Court for the District of Maine by the Natural Resources
accrued litigation as discussed above.
Defense Council and the Maine People’s Alliance. Plaintiffs
sought an injunction requiring the Company’s predecessor
Hernia Mesh Litigation to conduct extensive studies of mercury contamination of
Starting in fiscal year 2020, plaintiffs began filing lawsuits the Penobscot River and Bay and options for remediating
against certain subsidiaries of the Company in U.S. state such contamination, and to perform appropriate remedial
and federal courts alleging personal injury from hernia activities, if necessary.
mesh products sold by those subsidiaries. The majority of
Following a trial in March 2002, the court held that
the pending cases are in Massachusetts state court, where
conditions in the Penobscot River and Bay may pose an
they have been consolidated before a single judge. As of
imminent and substantial endangerment and that the
June 6, 2022, subsidiaries of the Company have been
Company’s predecessor was liable for the cost of
named as defendants in lawsuits filed on behalf of
performing a study of the River and Bay. Following a
approximately 5,900 individual plaintiffs, and certain
second trial in June 2014, the court ordered that further
plaintiffs’ law firms have advised the Company that they
engineering study and engineering design work was
may file additional cases in the future. On June 6, 2022, the
needed to determine the nature and extent of remediation
Judicial Panel on Multidistrict Litigation transferred 83
in the Penobscot River and Bay. The court also appointed
actions involving the Company’s hernia mesh to a federal
an engineering firm to conduct such studies and issue a
Multidistrict Litigation in the U.S. District Court for the
report on potential remediation alternatives. In connection
District of Massachusetts for pretrial proceedings. The
with these proceedings, reports have been produced
pending lawsuits relate almost entirely to hernia mesh
including a variety of cost estimates for a variety of
products that have not been subject to recalls, withdrawals,
potential remedial options. In March 2021, the parties
or other adverse regulatory action. The Company has not
notified the court that they had agreed on a settlement in
recorded an expense related to damages in connection
principle of all issues in this matter. Finalization of the
with these matters because any potential loss is not
proposed settlement remains subject to court approval.
currently probable and reasonably estimable. Additionally,
the Company is unable to reasonably estimate the range of The Company’s accrued expenses for environmental
loss, if any, that may result from these matters. proceedings are included within accrued litigation as
discussed above.
Environmental Proceedings
The Company is involved in various stages of investigation Income Taxes
and cleanup related to environmental remediation matters
In March 2009, the IRS issued its audit report on Medtronic,
at a number of sites. These projects relate to a variety of
Inc. for fiscal years 2005 and 2006. Medtronic, Inc. reached
activities, including removal of solvents, metals and other
agreement with the IRS on some, but not all matters related
hazardous substances from soil and groundwater. The
to these fiscal years. The remaining unresolved issue for
ultimate cost of site cleanup and timing of future cash flows
fiscal years 2005 and 2006 relates to the allocation of
is difficult to predict given uncertainties regarding the extent
income between Medtronic, Inc. and its wholly-owned
of the required cleanup, the interpretation of applicable laws
subsidiary operating in Puerto Rico, which is one of the
and regulations, and alternative cleanup methods.
Company’s key manufacturing sites. The U.S. Tax Court
The Company is a successor to a company which owned reviewed this dispute, and in June 2016, issued an opinion
and operated a chemical manufacturing facility in with respect to the allocation of income between the
Orrington, Maine from 1967 until 1982, and is responsible parties for fiscal years 2005 and 2006. The Tax Court

PART II
generally rejected the IRS’s position, but also made certain Although it is not possible to predict the outcome for most
modifications to the Medtronic, Inc. tax returns as filed. In of the income tax matters discussed above, the Company
April 2017, the IRS filed a Notice of Appeal to the U.S. believes it is possible that charges associated with these
Court of Appeals for the Eighth Circuit regarding the Tax matters could have a material adverse impact on the
Court opinion. Oral argument for the Appeal occurred in Company’s consolidated earnings, financial position, and/
March 2018. The Court of Appeals issued its opinion in or cash flows.
August 2018 and remanded the case back to the Tax Court
Refer to Note 13 for additional discussion of income taxes.
for additional factual findings. The Tax Court trial relating
to the issues remanded by the Court of Appeals concluded
during June 2021. The parties are awaiting the Tax Court Guarantees
decision, which will remain subject to appeal by either In the normal course of business, the Company and/or its
party upon its issuance. affiliates periodically enter into agreements that require
The IRS has issued its audit reports on Medtronic, Inc. for one or more of the Company and/or its affiliates to
fiscal years 2007 through 2016. Medtronic, Inc. and the IRS indemnify customers or suppliers for specific risks, such as
have reached agreement on all significant issues except for claims for injury or property damage arising as a result of
the allocation of income between Medtronic, Inc. and its the Company or its affiliates’ products, the negligence of
wholly-owned subsidiary operating in Puerto Rico for the the Company’s personnel, or claims alleging that the
businesses that are the subject of the U.S. Tax Court matter Company’s products infringe on third-party patents or
for fiscal years 2005 and 2006. other intellectual property. The Company also offers
warranties on various products. The Company’s maximum
Medtronic, Inc.’s fiscal years 2017, 2018, and 2019 U.S. exposure under these guarantees is unable to be
federal income tax returns are currently being audited by estimated. Historically, the Company has not experienced
the IRS. significant losses on these types of guarantees.
Covidien LP (a wholly owned subsidiary of Medtronic plc) The Company believes the ultimate resolution of the above
has either reached agreement with the IRS or the statute of guarantees is not expected to have a material effect on the
limitations has lapsed on its U.S. federal income tax returns Company’s consolidated earnings, financial position,
through fiscal year 2018. and/or cash flows.
19. Segment and Geographic Information

There were no changes to the reportable segments during pelvic health and conditions of the ear, nose, and throat.
the fiscal year ended April 29, 2022. The Company’s four
The primary products from which the Diabetes Operating
principal operating and reportable segments are as
Unit segment derives its revenues include those focused
follows: Cardiovascular Portfolio, Neuroscience Portfolio,
on diabetes management, including insulin pumps,
Medical Surgical Portfolio, and Diabetes Operating Unit.
continuous glucose monitoring systems, smart insulin
The Company’s management has chosen to organize the pens, and insulin pump consumables.
entity based upon therapy solutions provided by each
Segment disclosures are on a performance basis,
segment. The four principal segments are strategic
consistent with internal management reporting. Net sales
businesses that are managed separately, as each one
of the Company’s segments include end-customer
develops and manufactures products and provides
revenues from the sale of products the segment develops,
services oriented toward targeted therapy solutions.
manufactures, and distributes. Refer to Note 2 for
The primary products and services from which the discussion on net sales by segment. There are certain
Cardiovascular Portfolio segment derives its revenues corporate and centralized expenses that are not allocated
include products for the diagnosis, treatment, and to the segments. The Company’s management evaluates
management of cardiac rhythm disorders and cardiovascular the performance of the segments and allocates resources
disease, as well as services to diagnose, treat, and manage based on net sales and segment operating profit. Segment
heart and vascular-related disorders and diseases. operating profit represents income before income taxes,
excluding interest expense, amortization of intangible
The primary products and services from which the Medical
assets, centralized distribution costs, non-operating
Surgical Portfolio segment derives its revenues include
income or expense items, certain corporate charges, and
those focused on diseases of the respiratory system,
other items not allocated to the segments.
gastrointestinal tract, renal system, lungs, pelvic region,
kidneys, obesity, and other preventable complications. The accounting policies of the segments are the same as
those described in Note 1. Certain depreciable assets may
The primary products and services from which the
be recorded by one segment, while the depreciation
Neuroscience Portfolio segment derives its revenues
expense is allocated to another segment. The allocation of
include those focused on neurostimulation therapies and
depreciation expense is based on the proportion of the
drug delivery systems for the treatment of chronic pain, as
assets used by each segment.
well as various areas of the spine and brain, along with

PART II
Segment Operating Profit

Fiscal Year
(in millions) 2022 2021 2020
Cardiovascular $ 4,512 $ 3,850 $ 3,719
Medical Surgical 3,572 3,021 3,044
Neuroscience 3,765 3,162 2,915
Diabetes 583 598 546
Segment operating profit 12,432 10,632 10,224
Interest expense (553) (925) (1,092)
Other non-operating income, net 318 336 356
Amortization of intangible assets (1,733) (1,783) (1,756)
Corporate (1,724) (1,577) (1,239)
Centralized distribution costs (1,752) (1,877) (1,420)
Restructuring and associated costs (335) (617) (441)
Acquisition-related items 43 15 (66)
Certain litigation charges (95) (118) (313)
Impairment charges — (76) —
MCS impairment / costs (881) — —
IPR&D charges (101) (31) (25)
Exit of businesses — — (52)
Debt tender premium and other charges — — 7
Medical device regulations (102) (83) (48)
Contribution to Medtronic Foundation — — (80)
Income before income taxes $ 5,517 $ 3,895 $ 4,055
Total Assets and Depreciation Expense

Total Assets Depreciation Expense
(in millions) April 29, 2022 April 30, 2021 2022 2021 2020
Cardiovascular $ 14,490 $ 15,027 $ 214 $ 212 $ 210
Medical Surgical 36,940 39,319 200 195 194
Neuroscience 16,917 17,151 265 236 233
Diabetes 3,797 3,671 67 53 38
Segments 72,144 75,168 746 696 675
Corporate 18,837 17,915 228 223 232
Total $ 90,981 $ 93,083 $ 974 $ 919 $ 907

PART II
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 2022, 2021, and 2020, and property, plant, and equipment, net at
April 29, 2022 and April 30, 2021 for the Company’s country of domicile, countries with significant concentrations, and all
other countries:
Net sales Property, plant, and equipment, net

(in millions) 2022 2021 2020 April 29, 2022 April 30, 2021
Ireland $ 101 $ 100 $ 85 $ 177 $ 170
United States 16,135 15,526 14,919 3,821 3,688
Rest of world 15,450 14,491 13,909 1,415 1,363
Total other countries, excluding Ireland 31,585 30,017 28,828 5,236 5,051
Total $ 31,686 $ 30,117 $ 28,913 $ 5,413 $ 5,221
No single customer represented over 10 percent of the Company’s consolidated net sales in fiscal years 2022, 2021, or
2020.
20. Subsequent Events

On May 25, 2022, the Company and DaVita Inc. (“DaVita”) conditions. Medtronic is contributing its entire Renal Care
entered into a definitive agreement with the intent to form Solutions business (“RCS”) to NewCo. RCS is part of the
a new, independent kidney care-focused medical device Respiratory, Gastrointestinal, and Renal division in the
company (“NewCo”) with equal equity ownership. The Company’s Medical Surgical portfolio, and had revenue of
transaction is expected to close in calendar year 2023, $325 million in fiscal year 2022.
subject to customary regulatory approvals and closing

PART II
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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 defined in Rule 13a-15(f) under the Exchange Act) as of the
Executive Officer and Chief Financial Officer, has evaluated end of the period covered by this report. Based upon that
the effectiveness of the design and operation of our evaluation, the Chief Executive Officer and Chief Financial
disclosure controls and procedures (as defined in Rule Officer have concluded that, as of the end of the period
13a-15(e) under the Securities Exchange Act of 1934, as covered by this annual report, our disclosure controls and
amended (the Exchange Act)) and changes in the procedures (as defined in Rule 13a-15(e) of the Exchange
Company’s internal control over financial reporting (as Act) are effective.
Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and Company’s internal control over financial reporting was
maintaining adequate internal control over financial effective as of April 29, 2022. The effectiveness of the
reporting for the Company (as defined in Exchange Act Company’s internal control over financial reporting as of
Rule 13a-15(f)). Management conducted an evaluation of April 29, 2022 has been audited by
the effectiveness of internal control over financial reporting PricewaterhouseCoopers LLP, an independent registered
based on the framework in Internal Control – Integrated public accounting firm, as stated in their report which is
Framework (2013) issued by the Committee of Sponsoring included in “Item 8. Financial Statements and
Organizations of the Treadway Commission (COSO). Supplementary Data” in this Annual Report on Form 10-K.
Based on this evaluation, management concluded that the
Changes in Internal Control Over Financial Reporting

During the quarter ended April 29, 2022, there were no materially affect, the Company’s internal control over
changes in our internal control over financial reporting (as financial reporting. The Company has not experienced any
defined in Rules 13a-15(f) under the Exchange Act) that material impacts to its internal controls over financial
have materially affected, or are reasonably likely to reporting despite the COVID-19 pandemic.
Item 9B. Other Information

As reported in our Quarterly Reports on Form 10-Q for the During the first three quarters of fiscal year 2022, in the
first three quarters of fiscal year 2022, Medtronic has normal course of business and consistent with the OFAC
engaged in certain activities that it is required to disclose authorizations as in effect at the time, Medtronic Russia
pursuant to Section 13(r)(1)(D)(ii) of the Securities filed a total of nine notifications with the FSB, as required
Exchange Act of 1934, as amended. In particular, during under local Russian law for the import of medical devices
the first three quarters of fiscal year 2022, Medtronic that make use of encryption functionality. These activities
engaged in certain regulatory activities involving Russia’s did not directly result in any revenues or profits for
Federal Security Service (“FSB”) related to its medical Medtronic. Medtronic did not engage in these activities
devices that were expressly authorized by the U.S. during the fourth quarter of fiscal year 2022. To the extent
Government under applicable economic sanctions that notifications with the FSB remain permissible under
regulations. U.S. law, Medtronic may decide to continue engaging in
such activities for the limited purposes of complying with
local law requirements in Russia.

PART III
Part III of this Annual Report on Form 10-K incorporates information by reference from the Company’s 2022 definitive proxy
statement, which will be filed no later than 120 days after April 29, 2022.
Item 10. Directors, Executive Officers, and Corporate

Governance
The sections entitled “Proposal 1 — Election of Directors — Set forth below are the names and ages of our Executive
Directors and Nominees,” “Corporate Governance — Officers of Medtronic, as well as information regarding
Committees of the Board and Meetings,” and “Share their positions with Medtronic, their periods of service in
Ownership Information — Delinquent Section 16(a) Report” these capacities, and their business experiences. There are
in the Company’s Proxy Statement for our 2022 Annual no family relationships among any of the officers named,
General Meeting of Shareholders, which will be filed no nor is there any arrangement or understanding pursuant to
later than 120 days after April 29, 2022, are incorporated which any person was selected as an officer.
herein by reference.
The following table shows the name, age, and position as of April 29, 2022 of each of our Executive Officers:
Name Age Position with the Company

Geoffrey S. Martha 52 Chairman and Chief Executive Officer
Ivan K. Fong Executive Vice President, General Counsel and Corporate Secretary of the
60 Company
Karen L. Parkhill 56 Executive Vice President and Chief Financial Officer
Carol A. Surface 56 Executive Vice President and Chief Human Resources Officer
Robert ten Hoedt Executive Vice President and President, EMEA Region, President, APAC
61 Region
Robert J. White 59 Executive Vice President and President, Medical Surgical Portfolio
John Liddicoat, M.D. 58 Executive Vice President and President, Americas Region
Sean Salmon 57 Executive Vice President and President, Diabetes Operating Unit, President,
Cardiovascular Portfolio
Brett Wall 57 Executive Vice President and President, Neuroscience Portfolio
Geoffrey S. Martha, age 52, is Chairman of the Board of Business Development for GE Capital Vendor Financial
Directors and Chief Executive Officer of Medtronic. Geoff Services from February 2002 to October 2003; General
assumed the role of CEO on April 27, 2020 and became Manager for GE Capital Colonial Pacific Leasing from
Chairman of the Board on December 11, 2020. Prior to his February 2001 to January 2002; and Vice President,
role as Chairman and CEO, he served as President of Business Development for Potomac Federal, the GE
Medtronic from November 2019 through April 2020 and Capital federal financing investment bank from May 1998
joined the Board of Directors in November 2019. to January 2001.
Previously, Mr. Martha served as Executive Vice President
Ivan K. Fong, age 60, has been Executive Vice President,
and President, Restorative Therapies Group, a role he held
General Counsel and Corporate Secretary of the Company
since August 2015. Mr. Martha previously served as Senior
since February 2022. Prior to that, he held several
Vice President of Strategy and Business Development of
leadership positions at 3M Company from 2012 to 2022,
the Company beginning in January 2015 and of Medtronic,
including Executive Vice President, Chief Legal and Policy
Inc. beginning in August 2011. Prior to that, he served as
Officer and Secretary. Prior to joining 3M Company,
Managing Director of Business Development at GE
Mr. Fong served as General Counsel of the U.S.
Healthcare from April 2007 to July 2011; General Manager
Department of Homeland Security from 2009 to 2012. Prior
for GE Capital Technology Finance Services from
to his role with the U.S. Government, he was Chief Legal
November 2003 to March 2007; Senior Vice President,

PART III
Item 11 Executive Compensation
Officer and Secretary for Cardinal Health, Inc from 2005 to Covidien. He also held various leadership positions at GE
2009. Mr. Fong currently serves on the Board of Cboe Healthcare and IBM. Mr. White is also a current member of
Global Markets. the Board of Directors of Smith & Nephew plc.
Karen L. Parkhill, age 56, joined the Company as John Liddicoat, M.D., age 58, was named Executive Vice
Executive Vice President and Chief Financial Officer in June President and President, Americas Region in September
2016. From 2011 to 2016, Ms. Parkhill served as Vice 2018. Dr. Liddicoat joined Medtronic in 2006 as Vice
Chairman and Chief Financial Officer of Comerica President of Atrial Fibrillation Technologies. In December
Incorporated. Ms. Parkhill was a member of Comerica’s of 2006, Dr. Liddicoat was named Vice President and
Management Executive Committee and the Comerica Bank General Manager of the Structural Heart Disease Business.
Board of Directors. Prior to joining Comerica, Ms. Parkhill Beginning in August 2014, Dr. Liddicoat served as Senior
worked for J.P. Morgan Chase & Co. in various capacities Vice President and President, Cardiac Rhythm and Heart
from 1992 to 2011, including serving as Chief Financial Failure.
Officer of the Commercial Banking business from 2007 to
Sean Salmon, age 57, has been Executive Vice President
2011. Ms. Parkhill is also a current member of the Board of
and Group President, Diabetes Group of the company
Directors for American Express.
since October 2019, and also assumed the role of
Carol A. Surface, age 56, has been Executive Vice Executive Vice President and President, Cardiovascular
President and Chief Human Resources Officer of the Portfolio in January 2021. Mr. Salmon previously served as
Company since January 2015 and of Medtronic, Inc. since Senior Vice President and President of Coronary and
September 2013. Prior to that, she was the Executive Vice Structural Heart Business within the Cardiac and Vascular
President and Chief Human Resources Officer at Best Buy Group of the Company beginning in July 2014. Mr. Salmon
Co., Inc. from March 2010 to September 2013, and held a is a seasoned leader who has been with Medtronic since
series of HR leadership roles at PepsiCo Inc., from May 2004 and spent the past 16 years in increasingly senior
2000 to March 2010. levels of management. Prior to joining Medtronic,
Mr. Salmon worked at CR Bard and Johnson & Johnson.
Robert ten Hoedt, age 61, has been Executive Vice
President and President, EMEA Region of the Company Brett Wall, age 57, is Executive Vice President and
since January 2015 and of Medtronic, Inc. since May 2014, President of Medtronic’s Neuroscience Portfolio. Mr. Wall
as well as President, APAC Region starting March 2022. previously served as Senior Vice President and President of
Prior to that, he was Senior Vice President and President, the Brain Therapies division of Medtronic within the
EMEA and Canada from 2009 to 2014; Vice President Restorative Therapies Group from March 2016 to
CardioVascular Europe and Central Asia from 2006 to November 2019. Prior to that, Mr. Wall served as SVP and
2009; Vice President and General Manager, Vitatron from President of Medtronic’s Neurovascular business. Prior to
1999 to 2006; Gastro-Uro leader from 1994 to 1999; and joining Medtronic, he served as Covidien’s SVP and
Marketing Manager, Neurological from 1991 to 1994. President of Neurovascular as well as Senior Vice President
and President of the International Vascular Therapies
Robert J. White, age 59, is Executive Vice President and
business for Covidien. Mr. Wall also served as Senior Vice
President, Medical Surgical Portfolio. Since 2017, Mr. White
President and President, International at ev3, Inc. From
has served as Executive Vice President and Group
2000 to 2008, Brett held various marketing and sales
President of the Minimally Invasive Therapies Group of
positions with ev3, Inc. and Micro Therapeutics, Inc.
Medtronic. Prior to that, he was Senior Vice President and
Mr. Wall has also worked at Boston Scientific as Director of
President, Asia Pacific from January 2015 to December
Marketing, Cardiovascular, Asia Pacifica and Marketing
2017. He had served as President, Emerging Markets,
Manager, Japan, from September 1995 to September
President, Respiratory and Monitoring Solutions and Vice
2000.
President and General Manager of Patient Monitoring at
Item 11. Executive Compensation

The sections entitled “Corporate Governance — Director 120 days after April 29, 2022, are incorporated herein by
Compensation,” “Corporate Governance — Committees of reference. The section entitled “Compensation Committee
the Board and Meetings,” “Compensation Discussion and Report” in Medtronic’s Proxy Statement for the Company’s
Analysis,” and “Executive Compensation” in Medtronic’s 2022 Annual General Meeting of Shareholders, which will
Proxy Statement for the Company’s 2022 Annual General be filed no later than 120 days after April 29, 2022, is
Meeting of Shareholders, which will be filed no later than furnished herein by reference.

PART III
Item 12 Certain Relationships and Related Transactions, and Director Independence
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 2022 Annual General Meeting of Shareholders, which will be filed no later than 120 days after
April 29, 2022, 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 2022 Annual General Meeting of
Shareholders, which will be filed no later than 120 days after April 29, 2022, 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 2022 Annual General Meeting of Shareholders, which will be filed no later
than 120 days after April 29, 2022, are incorporated herein by reference.

PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) 1. Financial Statement Schedules

Schedule II. Valuation and Qualifying Accounts — years ended April 29, 2022, April 30, 2021, and April 24, 2020.
MEDTRONIC PLC AND SUBSIDIARIES

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
Additions Deductions
Balance at
Beginning of Charges to Charges to Other Changes Balance at End of
(in millions) Fiscal Year Income Other Accounts (Debit) Credit Fiscal Year
Allowance for doubtful accounts:
Fiscal year ended April 29, 2022 $ 241 $ 58 $ — $ (69)(a) $ 230
Fiscal year ended April 30, 2021 208 128 — (95)(a) 241
Fiscal year ended April 24, 2020 190 99 — (81)(a) 208
Inventory reserve:
Fiscal year ended April 29, 2022 $ 629 $ 156 $ — $(157)(b) $ 628
Fiscal year ended April 30, 2021 544 483 — (398)(b) 629
Fiscal year ended April 24, 2020 521 282 — (259)(b) 544
Deferred tax valuation allowance:

Fiscal year ended April 29, 2022 $ 5,822 $ 884 $ (19)(e) $(103)(d) $ 6,583
Fiscal year ended April 30, 2021 5,482 342 170 (e) (172)(d) 5,822
Fiscal year ended April 24, 2020 6,300 119 (6) (c) (744)(d) 5,482
(187)(e)
(a) Primarily consists of uncollectible accounts written off, less recoveries.
(b) Primarily reflects utilization of the inventory reserve.
(c) Reflects the impact from acquisitions and amounts recognized in accumulated other comprehensive income/loss.
(d) Primarily reflects carryover attribute utilization and expiration.
(e) Primarily reflects the effects of currency fluctuations.
All other schedules are omitted because they are not applicable or the required information is shown in the financial
statements or notes thereto.

PART IV
Item 15 Exhibits and Financial Statement Schedules
2. Exhibits
Exhibit No. Description
3.1 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).
3.2 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).
4.1 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).
4.2 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).
4.3 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).
4.4 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
4.5 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).
4.6 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
4.7 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).
4.8 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).
4.9 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).
4.10 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).
4.11 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).
4.12 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).
4.13 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).
4.14 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).
4.15 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).
4.16 Sixth Supplemental Indenture, dated as of June 28, 2010, among Covidien International Finance S.A., Covidien Ltd.,
Current Report on Form 8-K filed on June 28, 2010, File No. 001-33259).
4.17 Seventh Supplemental Indenture, dated as of May 30, 2012, among Covidien International Finance S.A., Covidien Ltd.,
Current Report on Form 8-K filed on May 30, 2012, File No. 001-33259).

PART IV

4.18 Eighth Supplemental Indenture, dated as of May 16, 2013, among Covidien International Finance S.A., Covidien Ltd.,
Current Report on Form 8-K filed on May 16, 2013, File No. 001-33259).
4.19 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).
4.20 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).
4.21 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
4.22 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).
4.23 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).
4.24 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).
#4.25 Description of Registrant’s Securities.
10.1 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).
10.2 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).
10.3 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).
10.4 Form of Deed of Indemnification (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on
10.5 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to Medtronic plc’s Current Report on
*10.6 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).
*10.7 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).
*10.8 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).
*10.9 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 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).
*10.12 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).
*10.13 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).

PART IV

*10.14 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).
*10.15 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).
*10.16 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).
*10.17 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).
*10.18 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).
*10.19 Form of Restricted Stock Units Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to
No. 001-07707).
*10.20 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).
*10.21 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).
*10.22 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).
*10.23 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,
*10.24 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).
*10.25 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).
*10.26 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).
*10.27 Form of Non-Qualified Stock Option Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit
No. 001-07707).
No. 001-07707).
No. 001-07707).
*10.30 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).
*10.31 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).
*10.32 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).
*10.33 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).
*10.34 Form of Restricted Stock Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference to
2008, File No. 001-07707).

PART IV

*10.35 Form of Restricted Stock Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference to
2008, File No. 001-07707).
*10.36 Form of Restricted Stock Unit Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference to
2008, File No. 001-07707).
*10.37 Form of Non-Qualified Stock Option Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference to
2008, File No. 001-07707).
*10.38 Terms of Non-Employee Director Compensation under 2008 Stock Award and Incentive Plan (incorporated by reference to
No. 001-07707).
*10.39 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).
*10.40 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
*10.41 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).
*10.42 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).
*10.43 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).
*10.44 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).
*10.45 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).
*10.46 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).
*10.47 Form of Restricted Stock Unit Award Agreement Amended and Restated 2013 Stock Award and Incentive Plan
No. 001-36820).
*10.48 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)
*10.49 Form of Long Term Performance Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan
No. 001-36820).
*10.50 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).
*10.51 Form of Performance Share Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan
October 30, 2020, filed on December 3, 2020, File No. 001-36820).
*10.52 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).
*10.53 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).
*10.54 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).
*10.55 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).
*10.56 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).

PART IV

*10.57 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).
*10.59 Form of Restricted Stock Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan
*10.62 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).
*10.64 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,
(incorporated by reference to Exhibit 10.70 to Medtronic plc’s Annual Report on Form 10-K for the year ended April 24,
*10.66 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).
*10.67 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).
*10.68 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).
*10.69 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).
*10.70 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).
*10.71 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).
*10.72 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).
*10.73 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
*10.74 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
*10.75 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).
10.76 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).

PART IV
Item 16 Form 10-K Summary

*10.77 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).
*10.78 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).
*10.79 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).
*10.80 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).
*10.81 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).
*10.82 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).
#21 List of Subsidiaries of Medtronic plc.
#22 List of Senior Notes, Issuers and Guarantors.
#23 Consent of Independent Registered Public Accounting Firm.
#24 Power of Attorney.
#31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
#31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
#32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
#32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
#101.SCH XBRL Taxonomy Extension Schema Document
#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.

PART IV
Item 16 Form 10-K Summary
Signatures
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.
Medtronic plc
Dated: June 23, 2022 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.
Medtronic plc
Dated: June 23, 2022 By: /s/ Geoffrey S. Martha

Geoffrey S. Martha
Chairman and Chief Executive Officer
(Principal Executive Officer)
Dated: June 23, 2022 By: /s/ Karen L. Parkhill

Karen L. Parkhill
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Dated: June 23, 2022 By: /s/ Jennifer M. Kirk

Jennifer M. Kirk
Global Controller and
Chief Accounting Officer
(Principal Accounting Officer)
Directors
Richard H. Anderson*
Craig Arnold*
Scott C. Donnelly*
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 23, 2022 By: /s/ Ivan K. Fong

Ivan K. Fong

[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
710 Medtronic Parkway
Minneapolis, MN 55432-5604
USA
Tel: (763) 514-4000
Fax: (763) 514-4879
www.medtronic.com

Annual: Fiscal Year 2022

Uploaded by

Copyright:

Available Formats

Annual: Fiscal Year 2022

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Annual: Fiscal Year 2022

Uploaded by

Copyright:

Available Formats

Annual

Oct. 10, 2022

A YEAR OF PURPOSEFUL PROGRESS, DESPITE UNCERTAINTIES

REFLECTING ON A DYNAMIC YEAR

ACCELERATING GROWTH WITH A ROBUST PIPELINE

Progress on major future growth drivers

Doubling down on data and AI

INVESTING IN THE FUTURE

Continuing investments in R&D

Fostering technical expertise and training

Accelerating patient access and equity

PROGRESS ON OUR TRANSFORMATION

Enhancing operational excellence: Quality and Global Operations/Supply Chain

OUR PEOPLE – OUR COMPETITIVE ADVANTAGE

Inclusion, diversity, and equity across all levels

Fortifying company leadership with outside-in perspectives

ADVANCING THE MISSION TO REACH OUR BOLD AMBITION

Medical Surgical 9,141 8,737 4.6 (44) 9,185 5.1

Surgical Innovations 6,060 5,438 11.4 (31) 6,091 12.0

Neuroscience 8,784 8,195 7.2 3 8,781 7.2

Specialty Therapies 2,592 2,307 12.4 13 2,579 11.8

Neuromodulation 1,735 1,601 8.4 (2) 1,737 8.5

Diabetes 2,338 2,413 (3.1) (2) 2,340 (3.0)

Fiscal year ended April 29, 2022

Fiscal year ended April 30, 2021

(in millions) 2022 2021

Item Description Page

PART III 112

MEDTRONIC PLC 2022 Form 10-K 11

12 MEDTRONIC PLC 2022 Form 10-K

76 150+ 95,000+ $2.7 49,000+

MEDTRONIC PLC 2022 Form 10-K 13

14 MEDTRONIC PLC 2022 Form 10-K

MEDICAL SURGICAL PORTFOLIO

Surgical Innovations 䡲 Electrosurgical hardware and instruments, including the

MEDTRONIC PLC 2022 Form 10-K 15

16 MEDTRONIC PLC 2022 Form 10-K

protein, rhBMP-2, for certain spinal, trauma, and oral Neuromodulation

DIABETES OPERATING UNIT

MEDTRONIC PLC 2022 Form 10-K 17

18 MEDTRONIC PLC 2022 Form 10-K

CORPORATE SUSTAINABILITY GOALS

OTHER FACTORS IMPACTING OUR OPERATIONS

MEDTRONIC PLC 2022 Form 10-K 19

20 MEDTRONIC PLC 2022 Form 10-K

MEDTRONIC PLC 2022 Form 10-K 21

22 MEDTRONIC PLC 2022 Form 10-K

Item 1A. Risk Factors

MEDTRONIC PLC 2022 Form 10-K 23

24 MEDTRONIC PLC 2022 Form 10-K

MEDTRONIC PLC 2022 Form 10-K 25

26 MEDTRONIC PLC 2022 Form 10-K

MEDTRONIC PLC 2022 Form 10-K 27

28 MEDTRONIC PLC 2022 Form 10-K

MEDTRONIC PLC 2022 Form 10-K 29

30 MEDTRONIC PLC 2022 Form 10-K

Climate change, or legal, regulatory or Our insurance program may not be

MEDTRONIC PLC 2022 Form 10-K 31

32 MEDTRONIC PLC 2022 Form 10-K