10-K 0001628280-26-044354 (2026-06-18) vs 10-K 0001613103-25-000091 (2025-06-20)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 12,118 |
23.2% |
| MD&A | Item 7 | 10,850 |
27.8% |
| Legal Proceedings | Item 3, via Note 18 – Commitments and Contingencies | 3,265 |
29.7% |
| Accounting Policies | Item 8, Note 1 – Summary of Significant Accounting Policies | 4,511 |
14.6% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 237 words changed in this paragraph; it is 40% similar to last year's version.
Our devices, products products, and therapies are purchased principally by hospitals or physicians that typically bill various third-party payors, such as governmental healthcare programs (e.g., Medicare, Medicaid and comparable non-U.S. programs), private insurance plans and managed care plans, for the healthcare services provided to their patients. The ability of our customers to obtain appropriate reimbursement for products and services from third-party payors is critical because it affects which products customers purchase and the prices, prices they are willing to pay. As a result, Coverage decisions, utilization management programs (e.g., prior authorization), and variability in payment policies may affect physician adoption, hospital purchasing decisions, procedure volumes, and patient access, even where reimbursement is available. Additionally, differences in coverage, payment rates, or site of service incentives across payors or geographies may result in uneven or delayed adoption of our devices, products products, and therapies are subject to regulation regarding quality and cost by HHS, including the Centers for Medicare & Medicaid Services (CMS), as well as comparable state and non-U.S. agencies responsible for reimbursement and regulation of health care goods and services, including laws and regulations related to fair competition, kickbacks, false claims, self-referrals and healthcare fraud. Many states have similar laws that apply to reimbursement by state Medicaid and other funded programs as well as in some cases to all payors. In certain circumstances, insurance companies attempt to bring a private cause of action against a manufacturer for causing false claims. In addition, as a manufacturer of U.S. FDA-approved devices reimbursable by federal healthcare programs, we are subject to the Physician Payments Sunshine Act (Open Payments), which requires us to annually report certain payments and other transfers of value we make to U.S. licensed physicians, certain allied health professionals, and U.S. teaching hospitals. Any failure to comply with these laws and regulations could subject us or our officers and employees to criminal and civil financial penalties. therapies.
Source: Item 1A, 10-K 0001628280-26-044354 vs Item 1A, 10-K 0001613103-25-000091
MD&A 200 words changed in this paragraph; it is 55% similar to last year's version.
•Recent developments in global trade policy have introduced new uncertainties for our business. During and subsequent to the reporting period, the The U.S., China, and other jurisdictions have recently imposed or proposed additional tariffs on imported goods. Based on current imposed or proposed rates as of May 21, 2025, June 3, 2026, we estimate the pre-tax net tariff impact to be $200 million to $350 $250 million in fiscal year 2026, with the majority recognized in the consolidated statements 2027, excluding any considerations of income in the second half of the fiscal year. The lower end of the range assumes that the current U.S. (30%) and China (10%) tariffs persist, while the higher end of the range assumes tariffs revert to higher rates (U.S. 145%, China 125%) after the 90-day pause. government refunds. The actual amount could vary based on changes in tariff rates, duration of tariffs, scope of tariffs, and potential countermeasures or mitigation actions. The impact of the tariffs on the financial results for fiscal year 2025 were not material. While we are taking proactive steps to mitigate the effects of these tariffs, the evolving nature of international trade policy continues to present a risk to our cost structure and financial performance. Further escalation or expansion of trade barriers could have a material adverse effect on our results of operations. On February 20, 2026, the U.S. Supreme Court ruled that President Trump's tariff policies under the International Emergency Economic Powers Act ("IEEPA") are unconstitutional. As a result of this ruling, the U.S. Court of International Trade issued an order directing the U.S. Customs and Border Protection ("CBP") agency to begin formalizing a process for refunds. On April 20, 2026, the CBP launched an online portal that can be used to submit IEEPA tariff refund requests. All requests will be reviewed by the CBP to determine validity prior to the issuance of refunds. We continue to monitor the situation and the impact to our results of operations.
Source: Item 7, 10-K 0001628280-26-044354 vs Item 7, 10-K 0001613103-25-000091
Accounting Policies 127 words changed in this paragraph; it is 70% similar to last year's version.
Contingent Consideration Certain of the Company’s business combinations involve potential payment or receipt of future consideration that is contingent upon the achievement of certain product development milestones and/or contingent on the acquired business reaching certain performance milestones. The Company records contingent consideration at fair value at the date of acquisition or divestiture based on the consideration expected to be transferred, estimated as the probability-weighted future cash flows, discounted back to present value. The fair value of contingent consideration is measured using projected payment dates, discount rates, probabilities of payment, and projected revenues (for revenue-based considerations). Projected revenues are based on the Company’s most recent internal operational budgets and long-range strategic plans. The discount rate used is determined at the time of measurement in accordance with accepted valuation methodologies. Changes in projected revenues, probabilities of payment, discount rates, and projected payment dates may result in adjustments to the fair value measurements. Contingent consideration is remeasured each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized as income or expense within other operating (income) expense, expense (income), net in the consolidated statements of income. Contingent consideration payments made or received soon after the acquisition date are classified as investing activities in the consolidated statements of cash flows. Contingent consideration payments not made or received soon after the acquisition date that are related to the acquisition date fair value are reported as financing activities in the consolidated statements of cash flows, and amounts paid or received in excess of the original acquisition date fair value are reported as operating activities in the consolidated statements of cash flows.
Source: Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001628280-26-044354 vs Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001613103-25-000091
Legal Proceedings 126 words changed in this paragraph; it is 59% similar to last year's version.
In March 2009, the IRS issued its audit report on Medtronic, Inc. for fiscal years 2005 and 2006. Medtronic, Inc. reached agreement with the IRS on some, but not all matters related to these fiscal years. The remaining unresolved issue for fiscal years 2005 and 2006 relates to the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico, which is one of the Company's key manufacturing sites. The Tax Court reviewed this dispute, and in June 2016, issued an opinion with respect to the allocation of income between the parties for fiscal years 2005 and 2006 whereby it generally rejected the IRS’s position, but also made certain modifications to the Medtronic, Inc. tax returns as filed. In April 2017, the IRS filed a Notice of Appeal to the U.S. Court of Appeals for the Eighth Circuit regarding the Tax Court opinion. The U.S. Court of Appeals issued its opinion in August 2018 and remanded the case back to the Tax Court for additional factual findings. The Tax Court issued its second opinion in August 2022, the IRS filed a Notice of Appeal to the U.S. Court of Appeals for the Eighth Circuit in September 2023, and Medtronic subsequently filed a cross-appeal in October 2023. Oral argument for the Appeal occurred in May 2025.
Source: Item 3, via Note 18 – Commitments and Contingencies, 10-K 0001628280-26-044354 vs Item 3, via Note 18 – Commitments and Contingencies, 10-K 0001613103-25-000091
Every change, by type
Sentences and paragraphs of MDT's Risk Factors and MD&A, 10-K 2026-06-18 against 10-K 2025-06-20.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
In addition to competition from individual products or companies, rapid technological change may drive shifts in standards of care, physician preferences, purchasing decisions, or site of service dynamics more quickly than anticipated, including the growth of ASCs. New or alternative technologies, therapies, or treatment modalities may disrupt existing procedures or reduce demand for device‑based therapies, including in markets where we currently have leading positions. Our ability to compete effectively will depend on our ability to anticipate, respond to, and successfully navigate these market transitions while continuing to support and grow our existing product lines.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedRisk Factors
•the ability to obtain approval or clearance for the products of any businesses we acquire, or to effectively integrate the products or technologies of those businesses into existing or planned product lines, including due to tariffs or other regulatory hurdles, and
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedRisk Factors
Our devices, products, and therapies are purchased principally by hospitals or physicians that typically bill various third-party payors, such as governmental healthcare programs (e.g., Medicare, Medicaid and comparable non-U.S. programs), private insurance plans and managed care plans, for the healthcare services provided to their patients. The ability of our customers to obtain appropriate reimbursement for products and services from third-party payors is critical because it affects which products customers purchase and the prices they are willing to pay. Coverage decisions, utilization management programs (e.g., prior authorization), and variability in payment policies may affect physician adoption, hospital purchasing decisions, procedure volumes, and patient access, even where reimbursement is available. Additionally, differences in coverage, payment rates, or site of service incentives across payors or geographies may result in uneven or delayed adoption of our devices, products, and therapies.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedRisk Factors
We are subject to litigation, claims, investigations, and regulatory proceedings, which are inherently unpredictable and could materially adversely affect our business, results of operations, financial condition, and cash flows.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedRisk Factors
We are, and may in the future be, involved in litigation, claims, disputes, and regulatory or administrative proceedings arising out of the ordinary course of our business, including product liability claims, commercial and contractual disputes, intellectual property disputes, tax litigation, securities and shareholder litigation, employment‑related matters, environmental matters, competition matters, and other legal matters. We are also subject to potential governmental investigations and enforcement actions, including civil, criminal, or administrative proceedings, in the U.S. and other jurisdictions.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedRisk Factors
Such matters are inherently uncertain and may be protracted, costly, complex, and disruptive to our operations. Moreover, the environment in which litigation arises continues to evolve, including through the increased availability of third‑party litigation funding and other mechanisms that may facilitate or incentivize the initiation or continuation of claims. These developments may contribute to an increase in
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedRisk Factors
the frequency, scope, or duration of litigation, including claims that may lack merit, and could result in higher defense costs and greater uncertainty, regardless of the ultimate outcome. The outcome of any particular matter is difficult to predict, and adverse outcomes remain possible even where we believe we have meritorious defenses. The defense and resolution of legal matters may also divert management time and resources, increase costs, harm our reputation, or impair relationships with customers, suppliers, healthcare professionals, or regulators.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedRisk Factors
In addition, claims may be asserted against us in the future based on new theories of liability or changes in applicable laws or regulations, including as a result of evolving interpretations by courts or regulators. The resolution of current or future litigation or regulatory matters, whether individually or in the aggregate, could have a material adverse effect on our business, financial condition, results of operations or cash flows. See “Item 3. Legal Proceedings” for additional information regarding certain pending legal matters.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedRisk Factors
Although we expect to be able to rely on applicable tax treaties with the U.S., Ireland, and other jurisdictions in which we have operations, legislative or other action could be taken to override or amend one or more such treaties in a manner that would limit or eliminate our ability to rely on them. This could subject us to increased taxation, potentially significant expense, and/or other adverse tax consequences.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedRisk Factors
respond rapidly enough to prevent a negative impact on our business. The techniques used to obtain unauthorized access to, or disrupt, information technology systems continue to evolve and may be further amplified by the use of AI and other emerging technologies by malicious actors. Like all organizations, we routinely experience attempted interference with the integrity of, and interruptions in, our technology systems via events such as cyber-attacks, malicious intrusions, or other breakdowns. The consequences of such an event could mean data breaches, interference with the integrity of our products and data, the compromising of our intellectual property or other proprietary information, operational disruptions, the need to implement manual processes or other temporary workarounds, or other significant disruptions.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedRisk Factors
Global enforcement of anti-corruption laws includes investigations and enforcement proceedings, which could lead to the assessment of significant fines and penalties against companies and individuals. Our international operations create a risk of unauthorized payments or offers of payment by one of our employees, consultants, sales agents, or distributors. We maintain various controls aligned with legal
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedRisk Factors
The ongoing separation of our Diabetes Business could be delayed, may not be completed as currently contemplated, and could materially adversely affect our business, results of operations, financial condition, and cash flows.
Read it in 10-K 2026-06-18 at sec.gov ↗
RemovedRisk Factors
tariffs, could adversely impact our supply. We use resins, other petroleum-based materials and pulp as raw materials in some of our products, and the prices of oil and gas also significantly affect our costs for freight and utilities. A reduction or interruption in supply, and an inability to develop alternative sources for such supply, could adversely affect our ability to manufacture our products in a timely or cost-effective manner and could result in lost sales.
Read it in 10-K 2025-06-20 at sec.gov ↗
RemovedRisk Factors
harm our sales by designing products that substantially mirror the capabilities of our products or technology without infringing our intellectual property rights.
Read it in 10-K 2025-06-20 at sec.gov ↗
RemovedRisk Factors
Future potential changes to the U.S. tax laws could result in us being treated as a U.S. corporation for U.S. federal tax purposes, and the IRS may not agree with the conclusion that we should be treated as a foreign corporation for U.S. federal income tax purposes.
Read it in 10-K 2025-06-20 at sec.gov ↗
RemovedRisk Factors
Because Medtronic plc is organized under the laws of Ireland, we would generally be classified as a foreign corporation under the general rule that a corporation is considered tax resident in the jurisdiction of its organization or incorporation for U.S. federal income tax purposes. Even so, the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the U.S. Internal Revenue Code of 1986, as amended (the Code). In addition, a retroactive change to U.S. tax laws in this area could change this classification. If we were to be treated as a U.S. corporation for federal tax purposes, we could be subject to substantially greater U.S. tax liability than currently contemplated as a non-U.S. corporation.
Read it in 10-K 2025-06-20 at sec.gov ↗
RemovedRisk Factors
Legislative or other governmental action relating to the denial of U.S. federal or state governmental contracts to U.S. companies that redomicile abroad could adversely affect our business.
Read it in 10-K 2025-06-20 at sec.gov ↗
RemovedRisk Factors
Various U.S. federal and state legislative proposals that would deny governmental contracts to U.S. companies that move their corporate location abroad may affect us. We are unable to predict the likelihood that, or final form in which, any such proposed legislation might become law, the nature of the regulations that may be promulgated under any future legislative enactments, or the effect such enactments and increased regulatory scrutiny may have on our business.
Read it in 10-K 2025-06-20 at sec.gov ↗
RemovedRisk Factors
More generally, several governments including the U.S. have raised the possibility of policies to induce “re-shoring” of supply chains, less reliance on imported supplies, and greater national production. Examples include potential “Buy America” requirements in the U.S. If such steps triggered retaliation in other markets restricting access to foreign products in purchases by their government-owned healthcare systems, the result could be a significant impact on Medtronic.
Read it in 10-K 2025-06-20 at sec.gov ↗
RewordedRisk Factors
Moreover, in the U.S. U.S., many states have enacted laws that prohibit or significantly limit non-competition agreements, and the Federal Trade Commission and various states have adopted laws and regulations that purport to ban or severely restrict the use of non-competition agreements, has asserted enforcement authority on a case-by-case basis, which may limit our ability to use and enforce non-competition agreements with employees.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedRisk Factors
The ongoing global economic competition and trade tensions between the U.S. and China, as well as increased tariffs between the U.S. and other trading partners, including recent increased duties imposed by both countries, Mexico, Canada, the E.U. and other countries and regions in which we do business, impose significant costs and present a risk to Medtronic.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedRisk Factors
Consequences include, but If our information technology systems, products or services or sensitive data are not limited to, compromised, there are many consequences that could result, including patients or employees being exposed to financial or medical identity theft or suffering a loss of product functionality, losing existing customers or having difficulty attracting new customers, experiencing difficulty preventing, detecting, and controlling fraud, being exposed to the loss or misuse of confidential information, having disputes with customers, physicians, and other healthcare professionals, suffering regulatory sanctions or penalties under federal laws, state laws, or the laws of other jurisdictions, experiencing increases in operating expenses or an impairment a weakening in our ability to conduct our operations, incurring expenses or losing revenues as a result of a data privacy breach, product failure, information technology outages or disruptions, or suffering other adverse consequences consequences, including lawsuits or other legal action and damage to our reputation.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedRisk Factors
Public health crises may continue to have an adverse impact on certain aspects of our Company and business, including the demand for and supply of certain of our products, operations, supply chains and distribution systems, and our ability to generate cash flow.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedRisk Factors
To varying degrees, each of these agencies requires us to comply with laws and regulations governing the development, testing, manufacturing, labeling, marketing and distribution of our products. products, including with respect to product safety and quality, marketing and promotional practices, reimbursement and healthcare fraud and abuse, data privacy, and competition and antitrust compliance.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedRisk Factors
In order to continue to compete effectively, we We must continue to create, invest in or acquire advanced technology, incorporate this technology into our proprietary products, obtain regulatory approvals in a timely manner, and successfully manufacture and market our products. products, including at a scale and pace required to support sustained growth across our business.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedRisk Factors
FDA’s Form 483, warning letters, or other forms of enforcement, such as a consent decree. decree, issued to us or to third parties on which we rely for the development, manufacture, sterilization, or supply of our products or materials.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedRisk Factors
Implementation of further legislative or administrative reforms to these reimbursement systems, or adverse decisions relating to coverage of or reimbursement for our products by administrators of these systems, could have an impact on the acceptance of and demand for our products and the prices that our customers are willing to pay for them.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedRisk Factors
Development by other companies of new or improved products, processes, technologies, or the introduction of reprocessed products or competitive devices when our proprietary products lose their patent protection may make our existing or planned products less competitive.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedRisk Factors
In the current environment of managed care, consolidation among healthcare providers, increased competition, declining reimbursement rates, site of service shifts, government efforts to control healthcare costs, and national and provincial tender pricing, as recently experienced in China, competitively priced product offerings are essential to our success.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedRisk Factors
If we or our suppliers violate these environmental laws and regulations, facilities could be shut down and violators could be fined, subject to sanctions, or otherwise sanctioned. we or our suppliers could be subject to civil litigation and penalties or costs associated with remediation.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedRisk Factors
From time to time time, we have lost, and may in the future lose, market share in connection with product problems, physician advisories, safety alerts and alerts, publications about our products, or the introduction of competing technologies perceived to offer improved clinical, workflow, or economic outcomes, which highlights the importance of product quality, product efficacy and quality systems to our business.
Read it in 10-K 2026-06-18 at sec.gov ↗
Quiet changesRisk Factors
If Additionally, if the U.S.
Read it in 10-K 2026-06-18 at sec.gov ↗
Quiet changesRisk Factors
While we intend to defend against any threats to our intellectual property, our patents, trademarks, tradenames, copyrights, trade secrets or agreements (such as employee and non-disclosure agreements) may not adequately protect our intellectual property.
Read it in 10-K 2026-06-18 at sec.gov ↗
Quiet changesRisk Factors
China, which comprises approximately seven six percent of our total revenue, and the U.S., could impose other types of restrictions such as limitations on government procurement or technology export restrictions, which could affect Medtronic’s access to the significant markets.
Read it in 10-K 2026-06-18 at sec.gov ↗
Quiet changesRisk Factors
This is because our shares will be are regarded as property situated in Ireland.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedMD&A
(2)The charges primarily relate to employee termination benefits, facility related and contract termination costs, and asset write offs.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedMD&A
•Ongoing conflict in the Middle East may continue to disrupt global supply chains and contribute to higher energy, fuel, and transportation costs. Continued instability in the region may further increase costs and create operational challenges.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedMD&A
•The planned exit of certain businesses, including our Diabetes Business, may involve separation activities, costs, and risks associated with transitioning operations, arrangements, and infrastructure. The timing and execution of these activities, as well as any related disposition steps, could affect our future results and financial condition.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedMD&A
(2)Reflects adjustments to the Company's Italian payback accruals as further described below.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedMD&A
•Strengthening our position in the Coronary & Peripheral Vascular division as a result of the April 2026 acquisition of CathWorks Ltd. The acquisition expands the CPV division by aiming to transform how coronary artery disease is diagnosed and treated.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedMD&A
•Continued market acceptance and growth of the Neuroguard IEP carotid stenting system.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedMD&A
•The acquisition of Scientia Vascular and pending acquisition of SPR Therapeutics, which will expand the Neuroscience Portfolio. Refer to Acquisitions and Dispositions for additional information.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedMD&A
barbed sutures, Electrosurgery, and Surgical Robotics. The growth in Surgical was partially offset by Advanced Stapling due to shifts to robotic surgery and bariatric procedure declines. The net sales increase was also driven by growth in Endoscopy driven by Nexpowder endoscopic hemostasis system and Endoflip 300 system.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedMD&A
Refer to the Executive Level Overview for other factors that could impact the Diabetes Business.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedMD&A
On July 4, 2025, the U.S. Government enacted The One Big Beautiful Bill Act of 2025, which includes, among other provisions, changes to the U.S. corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act. The provisions of the Act, including immediate expensing
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedMD&A
of qualifying research and development costs, that were effective for fiscal year 2026 did not materially impact the Company's fiscal year 2026 effective tax rate. The Company does not expect the provisions of the Act to materially impact fiscal years 2027 and beyond.
Read it in 10-K 2026-06-18 at sec.gov ↗
AddedMD&A
During fiscal year 2026, we recognized $148 million of net operational tax benefits. The net operational tax benefits primarily included a $122 million benefit associated with prior year tax resolutions and statute lapses, finalization of certain tax returns, and a change in estimate of accrued interest on uncertain tax positions and a $32 million benefit associated with a change in the realizability of certain deferred tax assets. During fiscal year 2025, operational tax costs were immaterial.
Read it in 10-K 2026-06-18 at sec.gov ↗
RemovedMD&A
(2)Associated costs primarily include salaries and wages for employees supporting the restructuring activities, consulting expenses, asset write-offs, and for the fiscal year ended April 25, 2025, contract terminations.
Read it in 10-K 2025-06-20 at sec.gov ↗
RemovedMD&A
(8)The charges predominantly include $439 million of charges related to the February 2024 decision to exit the Company's ventilator product line, which primarily includes long-lived intangible asset impairments and inventory write-downs. In addition, other charges primarily consist of changes in fair value of contingent consideration and associated costs related to the previously contemplated separation of the Patient Monitoring and Respiratory Interventions businesses.
Read it in 10-K 2025-06-20 at sec.gov ↗
RemovedMD&A
•Continued acceptance and growth from the Azure XT and Azure S SureScan pacing systems and the 3830 lead.
Read it in 10-K 2025-06-20 at sec.gov ↗
RemovedMD&A
•Continued growth, adoption, and utilization of the TYRX Envelope for implantable devices.
Read it in 10-K 2025-06-20 at sec.gov ↗
RemovedMD&A
Surgical & Endoscopy (SE) net sales for fiscal year 2025 were flat as compared to fiscal year 2024. Net sales were impacted by declines in Stapling, due to U.S. bariatric segment declines and continued shifts to robotic surgery, and Endoscopy. Partially offsetting these declines was strong growth in Advanced Energy, due to continued adoption of LigaSure vessel sealing technology.
Read it in 10-K 2025-06-20 at sec.gov ↗
RemovedMD&A
•Global adoption of robotic-assisted surgery and the safe and effective use of the Hugo robotic assisted surgery (RAS) system, including system reliability and acceptability, for urologic, bariatric, gynecologic, hernia, and general surgery procedures. This
Read it in 10-K 2025-06-20 at sec.gov ↗
RemovedMD&A
•The pending separation of the Diabetes business from the Company. In May 2025, the Company announced its intent to separate the Diabetes Operating Unit into a new standalone company, and its expectation to complete the separation within 18 months from the announcement date.
Read it in 10-K 2025-06-20 at sec.gov ↗
RemovedMD&A
•Continued acceptance and growth for the MiniMed 780G insulin pump system, which is powered by SmartGuard technology and features the added benefits of meal detection technology that automatically adjusts and corrects sugar levels every five minutes. The global adoption of our AID systems has resulted in strong sensor attachment rates. The MiniMed 780G insulin pump system with the Guardian 4 Sensor is available in the U.S., and the MiniMed 780G insulin pump system with Simplera Sync received U.S. FDA approval in April 2025 and CE Mark in early January 2024.
Read it in 10-K 2025-06-20 at sec.gov ↗
RemovedMD&A
•Continued acceptance and growth of the Guardian Connect CGM system, which displays glucose information directly to a smartphone to provide patients access to their glucose levels seamlessly and discretely. The Guardian Connect CGM system is available on both Apple iOS and Android devices.
Read it in 10-K 2025-06-20 at sec.gov ↗
RemovedMD&A
•Market acceptance and growth of our InPen smart pen system, which allows users to have their Medtronic CGM readings in real-time alongside insulin dose information, all in one view.
Read it in 10-K 2025-06-20 at sec.gov ↗
RemovedMD&A
•Changes in medical reimbursement policies and programs, along with additional payor coverage on insulin pumps.
Read it in 10-K 2025-06-20 at sec.gov ↗
RemovedMD&A
For fiscal year 2025, the change in other operating (income) expense, net was largely driven by a decrease in acquisition and divestiture-related expenses as well as insignificant gains from certain business or asset sales in the Cardiovascular and Neuroscience Portfolios during fiscal year 2025. In fiscal year 2024, acquisition and divestiture-related expenses included $369 million of charges related to the Company's decision to exit the ventilator product line, which primarily included intangible asset impairments of $295 million and other charges for contract cancellation costs and severance. In addition, the change in fair value of contingent consideration for fiscal year 2025 was $42 million of expense as compared to $156 million of expense for fiscal year 2024.
Read it in 10-K 2025-06-20 at sec.gov ↗
RewordedMD&A
Net Sales by Fiscal Year Percent Change (in millions) 2026 2025 2024 Cardiac Rhythm & Heart Failure $ 7,504 $ 6,392 $ 5,995 7% 17% Structural Heart & Aortic 3,817 3,554 3,358 6 7 Coronary & Peripheral Vascular 2,656 2,535 2,478 2 5 Cardiovascular 13,976 12,481 11,831 5 12 Cranial & Spinal Technologies 5,222 4,973 4,756 5 Specialty Therapies 2,997 2,940 2,905 1 2 Neuromodulation 2,068 1,932 1,746 11 7 Neuroscience 10,287 9,846 9,406 5 4 Surgical & Endoscopy 6,764 6,498 6,508 — 4 Acute Care & Monitoring 2,051 1,909 1,908 — 7 Medical Surgical 8,815 8,407 8,417 — Diabetes 2,755 2,488 11 5 Reportable segment net sales 33,489 32,142 4 33,079 30,734 8 Diabetes 3,112 2,755 13 Other operating segment(1) 135 137 221 (38) (1) Other adjustments(2) 39 (90) — 100 NM(3) Total net sales $ 36,364 $ 33,537 $ 32,364 4% 8%
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedMD&A
The In addition, the net sales increase was partially offset driven by declines impacts of foreign currency fluctuations and changes in Stapling and a $90 million incremental estimates relating to our Italian payback accrual resulting from the two July 22, 2024 rulings by the Constitutional Court of Italy relating to and the Legislative Decree published by the Italian government in June 2025 and formalized into law in August 2025 for certain prior years since 2015.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedMD&A
The following is a summary of cash provided by (used in) operating, investing, and financing activities, the effect Operating activities $ 7,330 $ 7,044 Investing activities (2,934) (1,937) Financing activities (4,751) (4,361) Effect of exchange rate changes on cash and cash equivalents, and the net equivalents 85 188 Net change in cash and cash equivalents:Fiscal Year equivalents $ (269) $ 934
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedMD&A
The For fiscal year 2026, the change in other operating (income) expense, expense (income), net was partially offset largely driven by the net impact of currency remeasurement and our hedging programs. programs resulting in a net loss of $238 million in fiscal year 2026 as compared to a net loss of $3 million in fiscal year 2025.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedMD&A
The increase in net sales was primarily driven by strong U.S international growth as a result of due to the continued adoption of the MiniMed 780G automated insulated delivery (AID) AID system, including the Simplera Sync and strong international growth in Guardian 4 CGM systems from increased attachment rates sensors, Extended Infusion Sets, and adoption the impacts of Simplera Sync. foreign currency fluctuations.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedMD&A
INCOME TAXESFiscal Year (in millions) 2026 2025 2024 Income tax provision $ 1,299 $ 936 $ 1,133 Income before income taxes 6,136 5,628 4,837 Effective tax rate 21.2 % 16.6 % 23.4 % Non-GAAP income tax provision $ 1,499 $ 1,423 $ 1,327 Non-GAAP income before income taxes 8,656 8,533 8,273 Non-GAAP Nominal Tax Rate nominal tax rate 17.3 % 16.7 % 16.0 % Difference between the effective tax rate and Non-GAAP Nominal Tax Rate non-GAAP nominal tax rate (3.9) % 0.1 % (7.4) %
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedMD&A
The net sales increase was driven by growth in Coronary and Renal Denervation led by guide catheters, balloons, and the Symplicity Spyral renal denervation system, partially offset by a decline in stents guide catheters and impacts from tender pricing in China balloons, as well as growth in Peripheral Vascular Health. Health from Endovenous.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedMD&A
Operating Activities The $257 There was a $286 million increase in net cash provided was provided, as compared to the prior fiscal year, primarily driven by an increase in cash collected from customers due to an increase in sales, partially offset by an increase in cash paid to suppliers, including duties from tariffs, and other vendors, annual incentive payouts, and cash paid for taxes. taxes, and certain litigation payments.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedMD&A
Additionally, in June 2024, Medtronic Inc. In fiscal year 2025, the Company issued four tranches of EUR-denominated Euro-denominated Senior Notes with an aggregate principal of €3.0 billion, or $3.2 billion, which was partially offset by an $873 million increase in net share repurchases during fiscal year 2025. repayments of commercial paper of $1.1 billion.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedMD&A
The change increase in our Non-GAAP Nominal Tax Rate non-GAAP nominal tax rate was primarily due to the implementation of an increase in the Pillar Two Model Rules Global Minimum Tax, and year-over-year changes in operational results by jurisdiction. jurisdiction inclusive of the net operational tax benefits discussed below.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedMD&A
Restructuring Charges, Net In fiscal years 2025 2026 and 2024, 2025, restructuring costs primarily related to cost reduction initiatives, which predominantly included consist of employee termination benefits, facility consolidations, related and contract termination costs, and asset write-downs, and specifically for fiscal year 2025, contract terminations. write-offs.
Read it in 10-K 2026-06-18 at sec.gov ↗
RewordedMD&A
The net Net sales increase growth was also due to increases within Cardiac Rhythm Management, driven by growth in Micra transcatheter pacing systems, leadless pacemakers, Aurora extravascular implantable cardioverter defibrillator (EV-ICD) system, and TYRX, partially offset by declines in CRT-Ds. SelectSecure 3830 lead.
Read it in 10-K 2026-06-18 at sec.gov ↗
Quiet changesMD&A
Diabetes' products primarily include insulin pumps, continuous glucose monitoring (CGM) systems, and consumables.
Read it in 10-K 2026-06-18 at sec.gov ↗
Quiet changesMD&A
Historically, we have not experienced significant material losses on these types of indemnification agreements.
Read it in 10-K 2026-06-18 at sec.gov ↗
