8-K

Medtronic plc (MDT)

8-K 2020-11-24 For: 2020-11-24
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 24, 2020

_____________________________

Medtronic Public Limited Company

(Exact name of Registrant as Specified in its Charter)

_____________________________

Ireland 1-36820 98-1183488
(State or other jurisdiction<br><br>of incorporation) (Commission<br><br>File Number) (IRS Employer<br><br>Identification No.)

20 On Hatch, Lower Hatch Street

Dublin 2, Ireland

(Address of principal executive offices) (Zip Code)

+353 1 438-1700

(Registrant’s telephone number, including area code)

Not Applicable
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
Floating Rate Notes due 2021 MDT/21 New York Stock Exchange
0.00% Senior Notes due 2022 MDT/22B New York Stock Exchange
0.375% Senior Notes due 2023 MDT/23B 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
1.125% Senior Notes due 2027 MDT/27 New York Stock Exchange
0.375% Senior Notes due 2028 MDT/28 New York Stock Exchange
1.625% Senior Notes due 2031 MDT/31 New York Stock Exchange
1.00% Senior Notes due 2031 MDT/31A New York Stock Exchange
0.750% Senior Notes due 2032 MDT/32 New York Stock Exchange
2.250% Senior Notes due 2039 MDT/39A New York Stock Exchange
1.50% Senior Notes due 2039 MDT/39B New York Stock Exchange
1.375% Senior Notes due 2040 MDT/40A New York Stock Exchange
1.75% Senior Notes due 2049 MDT/49 New York Stock Exchange
1.625% Senior Notes due 2050 MDT/50 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition

On November 24, 2020, Medtronic plc, a public limited company organized under the laws of Ireland, issued a press release announcing its second quarter fiscal year 2021 financial results. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01. Exhibits.

(d) List of Exhibits

Exhibit Number Description
99.1 Press release of Medtronic plc, dated November 24, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MEDTRONIC PUBLIC LIMITED COMPANY
By /s/ Karen L. Parkhill
Date: November 24, 2020 Karen L. Parkhill
Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number Description
99.1 Press release of Medtronic plc, dated November 24, 2020

Document

image_01.jpg

NEWS RELEASE

Contacts:
Erika Winkels Ryan Weispfenning
Public Relations Investor Relations
+1-763-526-8478 +1-763-505-4626

FOR IMMEDIATE RELEASE

MEDTRONIC REPORTS SECOND QUARTER FISCAL 2021 FINANCIAL RESULTS

•Q2 Revenue of $7.6 Billion Decreased 0.8% Reported and 1.5% Organic

•Q2 GAAP Diluted EPS of $0.36; Q2 Non-GAAP Diluted EPS of $1.02

DUBLIN – November 24, 2020 – Medtronic plc (NYSE:MDT) today announced financial results for its second quarter of fiscal year 2021, which ended October 30, 2020.

The company reported second quarter worldwide revenue of $7.647 billion, a decrease of 0.8 percent as reported and 1.5 percent on an organic basis, which adjusts for the $59 million benefit of foreign currency translation. Unless otherwise stated, all revenue growth rates in this press release are stated on an organic basis, which adjusts for the impact of foreign currency translation. There were no acquisitions made in the last year that had a significant impact on the company’s second quarter revenue growth.

As reported, second quarter GAAP net income and diluted earnings per share (EPS) were $489 million and $0.36, respectively. As detailed in the financial schedules included through the link at the end of this release, second quarter non-GAAP net income and non-GAAP diluted EPS were $1.380 billion and $1.02, respectively, both decreases of 22 percent. Adjusting for the negative 4 cent impact from foreign currency, second quarter non-GAAP diluted EPS decreased 19 percent.

Second quarter U.S. revenue of $4.054 billion represented 53 percent of company revenue and decreased 2 percent as reported and organic. Non-U.S. developed market revenue of $2.446 billion represented 32 percent of company revenue and increased 6 percent as reported and 1 percent organic. Emerging Markets revenue of $1.147 billion represented

15 percent of company revenue and decreased 9 percent as reported and 6 percent organic.

“We’re seeing a faster-than-expected recovery and approaching year-over-year growth. Our revenue growth is improving, our pipeline is advancing, and we're gaining share in an increasing number of businesses. At the same time, we’re in the process of implementing our new operating model and augmenting our culture with a focus on market share and being bold,” said Geoff Martha, Medtronic chief executive officer. “Despite the challenges posed by the pandemic, we’re well positioned to accelerate growth over the medium- and long-term as we continue investing in and progressing a number of opportunities, creating value for society and our shareholders.”

Cardiac and Vascular Group

The Cardiac and Vascular Group (CVG) includes the Cardiac Rhythm & Heart Failure (CRHF), Coronary & Structural Heart (CSH), and Aortic, Peripheral & Venous (APV) divisions. CVG second quarter revenue of $2.725 billion decreased 4.6 percent as reported and 5.5 percent organic. CVG’s revenue reflected a year-over-year decline in procedure volumes as a result of the COVID-19 pandemic; however, revenue did improve sequentially as procedures volumes continued to improve. CVG’s organic performance was impacted by low-single digit declines in CRHF, mid-teens decline in CSH, and low-single digit declines in APV.

•Cardiac Rhythm & Heart Failure second quarter revenue of $1.426 billion was flat as reported and decreased 1.3 percent organic. Arrhythmia Management revenue, including implantable defibrillators (ICDs), Pacemakers, Implantable Diagnostics, and Cardiac Ablation Solutions declined in the low-single digits. This included mid-seventies growth in Leadless Pacemakers, and specifically mid-eighties growth in the United States, on the continued global adoption of the company’s Micra™ transcatheter pacing systems. Heart Failure declined low-single digits, as flat results in cardiac resynchronization therapy pacemakers (CRT-Ps) and mid-twenties declines in left ventricular assist devices (LVADs) were partially offset by mid-single digit growth in cardiac resynchronization therapy defibrillators (CRT-Ds) from the recent launch of Cobalt™ and Crome™.

•Coronary & Structural Heart second quarter revenue of $831 million decreased 13.0 percent as reported and 13.6 organic, reflecting high-twenties declines in drug-eluting stents (DES). The company experienced a slowdown in DES sales in

China ahead of the national tender announcement in mid-October. In addition, the company recorded a $26 million reserve as a result of the tender. Outside of China, DES sales declined in the mid-teens. While transcatheter aortic valves (TAVR) declined high-single digits versus the prior year, the company estimates it held share in the third calendar quarter versus the prior quarter.

•Aortic, Peripheral & Venous second quarter revenue of $468 million decreased 1.3 percent as reported and 1.9 percent organic. Aortic grew in the low-single digits, Peripheral declined in the low-single digits, and Venous declined in the high-single digits.

Minimally Invasive Therapies Group

The Minimally Invasive Therapies Group (MITG) includes the Surgical Innovations (SI) and the Respiratory, Gastrointestinal & Renal (RGR) divisions. MITG second quarter revenue of $2.285 billion increased 6.7 percent as reported and 6.2 percent organic. MITG’s revenue reflected a year-over-year decline in procedure volumes offset by increased demand for COVID-19 related diagnostics and therapies. SI’s mid-single digit organic decline was offset by low-thirties organic growth in RGR.

•Surgical Innovations second quarter revenue of $1.393 billion decreased 4.2 percent as reported and 4.9 percent organic. Advanced Surgical declined low-single digits, reflecting the decline of worldwide surgical procedures. General Surgery products declined in the high-single digits.

•Respiratory, Gastrointestinal & Renal second quarter revenue of $893 million increased 29.8 percent as reported and 29.7 organic, reflecting the increased demand for Respiratory Interventions products. Respiratory & Patient Monitoring grew in the low-forties, with sales of ventilators increasing nearly four-fold, as the company increased production of its PB980 high-acuity ventilator to address global demand.

Restorative Therapies Group

The Restorative Therapies Group (RTG) includes the Cranial and Spinal Technologies, Specialty Therapies, and Neuromodulation divisions. RTG second quarter revenue of $2.063 billion decreased 2.3 percent as reported and 2.9 percent organic. RTG’s revenue reflected a year-over-year decline in procedure volumes as a result of the COVID-19 pandemic. RTG’s organic performance this quarter included mid-single-digit declines in

Cranial and Spinal Technologies, flat results in Specialty Therapies, and low-single digit declines in Neuromodulation.

•Cranial and Spinal Technologies second quarter revenue of $1.071 billion decreased 4.1 percent as reported and 4.6 organic, including low-single digit declines in Spine and high-single digit declines in Enabling Technology. Core Spine declined in the low-single digits globally and grew in the low-single digits in the US. China Orthopedics (Kanghui) grew in the high-single digits.

•Specialty Therapies second quarter revenue of $581 million increased 1.0 percent as reported and 0.3 percent organic. ENT declined in the high-single digits, Neurovascular increased in the low-single digits, and Pelvic Health increased in the mid-single digits.

•Neuromodulation second quarter revenue of $411 million decreased 2.1 percent as reported and 3.1 percent organic, including mid-single digit declines in Pain Therapies and low-single digit growth in DBS.

Diabetes Group

Diabetes Group second quarter revenue of $574 million decreased 3.7 percent as reported and 5.0 percent organic. Diabetes Group revenue performance was impacted by a delay in new patient starts on insulin pumps and continued competitive pressure. CGM grew in the mid-single digits.

Guidance

Given the uncertainty on near-term financial results caused by the COVID-19 pandemic, the company is not providing formal annual or quarterly financial guidance at this time.

Webcast Information

Medtronic will host a webcast today, November 24, at 8:00 a.m. EST (7:00 a.m. CST) to provide information about its businesses for the public, investors, analysts, and news media. This quarterly webcast can be accessed by clicking on the Investor Events link at investorrelations.medtronic.com and this earnings release will be archived at newsroom.medtronic.com. Medtronic will be live tweeting during the webcast on its Newsroom Twitter account, @Medtronic. Within 24 hours of the webcast, a replay of the webcast and transcript of the company’s prepared remarks will be available by clicking on the Investor Events link at investorrelations.medtronic.com.

Medtronic plans to report its fiscal year 2021 third and fourth quarter results on Tuesday, February 23, 2021 and Thursday, May 27, 2021, respectively, and its fiscal year 2022 first quarter results on August 24, 2021. Confirmation and additional details will be provided closer to the specific event.

Financial Schedules

To view the second quarter financial schedules and non-GAAP reconciliations, click here. To view the second quarter earnings presentation, click here. Both documents can also be accessed by visiting newsroom.medtronic.com.

About Medtronic

Medtronic plc (www.medtronic.com), headquartered in Dublin, Ireland, is among the world’s largest medical technology, services and solutions companies – alleviating pain, restoring health and extending life for millions of people around the world. Medtronic employs more than 90,000 people worldwide, serving physicians, hospitals and patients in more than 150 countries. The company is focused on collaborating with stakeholders around the world to take healthcare Further, Together.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties, including risks related to the impact COVID-19 has had and is expected to continue to have on our business, operations and production, as well as demand for our offerings, and on our employees, medical professional and healthcare system, communities in which we operate, and our financial results and condition, competitive factors, difficulties and delays inherent in the development, manufacturing, marketing and sale of medical products, government regulation and general economic conditions and other risks and uncertainties described in the company’s periodic reports on file with the U.S. Securities and Exchange Commission including the most recent Annual Report on Form 10-K of the company, as filed with the U.S. Securities and Exchange Commission. In some cases, you can identify these statements by forward-looking words or expressions, such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “plan,” “possible,” “potential,” “project,” “should,” “going to,” “will,” and similar words or expressions, the negative or plural of such words or expressions and other comparable terminology. Actual results may differ materially from anticipated results. Medtronic does not undertake to update its forward-looking statements or any of the information contained in this press release, including to reflect future events or circumstances.

NON-GAAP FINANCIAL MEASURES

This press release contains financial measures, including adjusted net income, adjusted diluted EPS, and organic revenue, which are considered “non-GAAP” financial measures under applicable SEC rules and

regulations. References to quarterly figures increasing, decreasing or remaining flat are in comparison to the second quarter of fiscal year 2020.

Medtronic management believes that non-GAAP financial measures provide information useful to investors in understanding the company’s underlying operational performance and trends and to facilitate comparisons with the performance of other companies in the med tech industry. Non-GAAP net income and diluted EPS exclude the effect of certain charges or gains that contribute to or reduce earnings but that result from transactions or events that management believes may or may not recur with similar materiality or impact to operations in future periods (Non-GAAP Adjustments). Medtronic generally uses non-GAAP financial measures to facilitate management’s review of the operational performance of the company and as a basis for strategic planning. Non-GAAP financial measures should be considered supplemental to and not a substitute for financial information prepared in accordance with U.S. generally accepted accounting principles (GAAP), and investors are cautioned that Medtronic may calculate non-GAAP financial measures in a way that is different from other companies. Management strongly encourages investors to review the company’s consolidated financial statements and publicly filed reports in their entirety. Reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial schedules accompanying this press release.

-end-

View Second Quarter Financial Schedules & Non-GAAP Reconciliations

View Second Quarter Earnings Presentation

FINANCIAL SCHEDULES Page
World Wide Revenue 8
U.S. Revenue 9
World Wide Revenue: Geographic 10
Consolidated Statements of Income 11
GAAP to Non-GAAP Reconciliations 12
Consolidated Balance Sheets 19
Consolidated Statements of Cash Flows 20

MEDTRONIC PLC

WORLD WIDE REVENUE(1)

(Unaudited)

SECOND QUARTER SECOND QUARTER YEAR-TO-DATE(2)
REPORTED CONSTANT CURRENCY REPORTED CONSTANT CURRENCY
(in millions) FY21 FY20 Growth Currency Impact(4) FY21 Growth FY21 FY20 Growth Currency Impact(4) FY21 Growth
Cardiac & Vascular Group $ 2,725 $ 2,855 (4.6) % $ 27 $ 2,698 (5.5) % $ 5,158 $ 5,645 (8.6) % $ (12) $ 5,170 (8.4) %
Cardiac Rhythm & Heart Failure 1,426 1,426 18 1,408 (1.3) 2,673 2,807 (4.8) 2 2,671 (4.8)
Coronary & Structural Heart 831 955 (13.0) 6 825 (13.6) 1,611 1,896 (15.0) (12) 1,623 (14.4)
Aortic, Peripheral, & Venous 468 474 (1.3) 3 465 (1.9) 873 942 (7.3) (3) 876 (7.0)
Minimally Invasive Therapies Group 2,285 2,142 6.7 11 2,274 6.2 4,086 4,242 (3.7) (27) 4,113 (3.0)
Surgical Innovations 1,393 1,454 (4.2) 10 1,383 (4.9) 2,473 2,871 (13.9) (15) 2,488 (13.3)
Respiratory, Gastrointestinal, & Renal 893 688 29.8 1 892 29.7 1,613 1,371 17.7 (11) 1,624 18.5
Restorative Therapies Group(3) 2,063 2,112 (2.3) 13 2,050 (2.9) 3,774 4,124 (8.5) (4) 3,778 (8.4)
Cranial & Spinal Technologies 1,071 1,117 (4.1) 5 1,066 (4.6) 2,015 2,167 (7.0) (2) 2,017 (6.9)
Specialty Therapies 581 575 1.0 4 577 0.3 1,035 1,138 (9.1) (3) 1,038 (8.8)
Neuromodulation 411 420 (2.1) 4 407 (3.1) 725 818 (11.4) 1 724 (11.5)
Diabetes Group 574 596 (3.7) 8 566 (5.0) 1,136 1,188 (4.4) (3) 1,139 (4.1)
TOTAL $ 7,647 $ 7,706 (0.8) % $ 59 $ 7,588 (1.5) % $ 14,154 $ 15,199 (6.9) % $ (46) $ 14,200 (6.6) %

(1) The data in this schedule has been intentionally rounded to the nearest million and, therefore, may not sum.

(2) Fiscal year 2021 is a 53-week fiscal year, with the extra week occurring in the first fiscal month of the first quarter and included in reported second quarter year-to-date results. While it is difficult to calculate the impact of the extra week, the Company estimates the extra week benefited second quarter year-to-date constant currency growth by approximately $360 to $390 million. Second quarter year-to-date revenue also includes $15 million of inorganic revenue related to the Titan Spine acquisition, which is included in the reported results of the Cranial & Spinal Technologies division of the Restorative Therapies Group. When excluding the impact of currency, inorganic Titan Spine revenue, and the estimated impact of the extra week, second quarter year-to-date revenue for fiscal year 2021 declined approximately 9 percent organic.

(3) In the first quarter of fiscal year 2021, the Company realigned its divisions within the Restorative Therapies Group. As a result, fiscal year 2020 results have been recast to adjust for this realignment.

(4) The currency impact to revenue measures the change in revenue between current and prior year periods using constant exchange rates.

MEDTRONIC PLC

U.S.(1)(2) REVENUE

(Unaudited)

SECOND QUARTER SECOND QUARTER YEAR-TO-DATE
REPORTED REPORTED
(in millions) FY21 FY20 Growth FY21 FY20 Growth
Cardiac & Vascular Group $ 1,377 $ 1,455 (5.4) % $ 2,582 $ 2,816 (8.3) %
Cardiac Rhythm & Heart Failure 760 785 (3.2) 1,431 1,514 (5.5)
Coronary & Structural Heart 357 403 (11.4) 663 779 (14.9)
Aortic, Peripheral, & Venous 260 267 (2.6) 488 523 (6.7)
Minimally Invasive Therapies Group 996 922 8.0 1,718 1,835 (6.4)
Surgical Innovations 560 584 (4.1) 960 1,157 (17.0)
Respiratory, Gastrointestinal, & Renal 436 338 29.0 758 679 11.6
Restorative Therapies Group(3) 1,397 1,440 (3.0) 2,533 2,778 (8.8)
Cranial & Spinal Technologies 770 802 (4.0) 1,462 1,544 (5.3)
Specialty Therapies 346 351 (1.4) 588 687 (14.4)
Neuromodulation 281 287 (2.1) 483 548 (11.9)
Diabetes Group 284 311 (8.7) 572 618 (7.4)
TOTAL $ 4,054 $ 4,129 (1.8) % $ 7,405 $ 8,046 (8.0) %

(1) U.S. includes the United States and U.S. territories.

(2) The data in this schedule has been intentionally rounded to the nearest million and, therefore, may not sum.

(3) In the first quarter of fiscal year 2021, the Company realigned its divisions within the Restorative Therapies Group. As a result, fiscal year 2020 results have been recast to adjust for this realignment.

MEDTRONIC PLC

WORLD WIDE REVENUE: GEOGRAPHIC (1)(2)

(Unaudited)

SECOND QUARTER SECOND QUARTER YEAR-TO-DATE(3)
REPORTED CONSTANT CURRENCY REPORTED CONSTANT CURRENCY
(in millions) FY21 FY20 Growth Currency Impact(4) FY21 Growth FY21 FY20 Growth Currency Impact(4) FY21 Growth
U.S. $ 1,377 $ 1,455 (5.4) % $ $ 1,377 (5.4) % $ 2,582 $ 2,816 (8.3) % $ $ 2,582 (8.3) %
Non-U.S. Developed 945 890 6.2 41 904 1.6 1,798 1,820 (1.2) 27 1,771 (2.7)
Emerging Markets 404 510 (20.8) (15) 419 (17.8) 778 1,009 (22.9) (39) 817 (19.0)
Cardiac & Vascular Group 2,725 2,855 (4.6) 27 2,698 (5.5) 5,158 5,645 (8.6) (12) 5,170 (8.4)
U.S. 996 922 8.0 996 8.0 1,718 1,835 (6.4) 1,718 (6.4)
Non-U.S. Developed 837 782 7.0 31 806 3.1 1,556 1,573 (1.1) 20 1,536 (2.4)
Emerging Markets 452 438 3.2 (21) 473 8.0 811 834 (2.8) (47) 858 2.9
Minimally Invasive Therapies Group 2,285 2,142 6.7 11 2,274 6.2 4,086 4,242 (3.7) (27) 4,113 (3.0)
U.S. 1,397 1,440 (3.0) 1,397 (3.0) 2,533 2,778 (8.8) 2,533 (8.8)
Non-U.S. Developed 426 416 2.4 17 409 (1.7) 802 842 (4.8) 11 791 (6.1)
Emerging Markets 240 256 (6.3) (4) 244 (4.7) 439 504 (12.9) (15) 454 (9.9)
Restorative Therapies Group 2,063 2,112 (2.3) 13 2,050 (2.9) 3,774 4,124 (8.5) (4) 3,778 (8.4)
U.S. 284 311 (8.7) 284 (8.7) 572 618 (7.4) 572 (7.4)
Non-U.S. Developed 238 226 5.3 12 226 465 457 1.8 6 459 0.4
Emerging Markets 51 59 (13.6) (4) 55 (6.8) 100 113 (11.5) (9) 109 (3.5)
Diabetes Group 574 596 (3.7) 8 566 (5.0) 1,136 1,188 (4.4) (3) 1,139 (4.1)
U.S. 4,054 4,129 (1.8) 4,054 (1.8) 7,405 8,046 (8.0) 7,405 (8.0)
Non-U.S. Developed 2,446 2,315 5.7 101 2,345 1.3 4,621 4,692 (1.5) 64 4,557 (2.9)
Emerging Markets 1,147 1,262 (9.1) (43) 1,190 (5.7) 2,128 2,460 (13.5) (110) 2,238 (9.0)
TOTAL $ 7,647 $ 7,706 (0.8) % $ 59 $ 7,588 (1.5) % $ 14,154 $ 15,199 (6.9) % $ (46) $ 14,200 (6.6) %

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

(2) The data in this schedule has been intentionally rounded to the nearest million and, therefore, may not sum.

(3) Fiscal year 2021 is a 53-week fiscal year, with the extra week occurring in the first fiscal month of the first quarter and included in reported second quarter year-to-date results. While it is difficult to calculate the impact of the extra week, the Company estimates the extra week benefited second quarter year-to-date constant currency growth by approximately $360 to $390 million. Second quarter year-to-date revenue also includes $15 million of inorganic revenue related to the Titan Spine acquisition, which is included in the reported results of the Cranial & Spinal Technologies division of the Restorative Therapies Group. When excluding the impact of currency, inorganic Titan Spine revenue, and the estimated impact of the extra week, second quarter year-to-date revenue for fiscal year 2021 declined approximately 9 percent organic.

(4) The currency impact to revenue measures the change in revenue between current and prior year periods using constant exchange rates.

MEDTRONIC PLC

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three months ended Six months ended
(in millions, except per share data) October 30, 2020 October 25, 2019 October 30, 2020 October 25, 2019
Net sales $ 7,647 $ 7,706 $ 14,154 $ 15,199
Costs and expenses:
Cost of products sold 2,705 2,394 5,209 4,760
Research and development expense 639 603 1,260 1,190
Selling, general, and administrative expense 2,600 2,620 5,017 5,163
Amortization of intangible assets 443 441 884 881
Restructuring charges, net 97 27 150 74
Certain litigation charges, net 84 121 (4) 168
Other operating expense, net 149 149 35 127
Operating profit 930 1,351 1,603 2,836
Other non-operating income, net (65) (108) (147) (209)
Interest expense 470 165 641 774
Income before income taxes 525 1,294 1,109 2,271
Income tax provision (benefit) 31 (77) 124 23
Net income 494 1,371 985 2,248
Net income attributable to noncontrolling interests (5) (7) (9) (20)
Net income attributable to Medtronic $ 489 $ 1,364 $ 976 $ 2,228
Basic earnings per share $ 0.36 $ 1.02 $ 0.73 $ 1.66
Diluted earnings per share $ 0.36 $ 1.01 $ 0.72 $ 1.65
Basic weighted average shares outstanding 1,344.4 1,340.8 1,343.1 1,340.8
Diluted weighted average shares outstanding 1,352.1 1,351.4 1,351.1 1,351.6

MEDTRONIC PLC

GAAP TO NON-GAAP RECONCILIATIONS

(Unaudited)

Three months ended October 30, 2020
(in millions, except per share data) Net Sales Cost of Products Sold Gross Margin Percent Operating Profit Operating Profit Percent Income Before Income Taxes Net Income Attributable to Medtronic Diluted<br><br>EPS (1) Effective Tax Rate
GAAP $ 7,647 $ 2,705 64.6 % $ 930 12.2 % $ 525 $ 489 $ 0.36 5.9 %
Non-GAAP Adjustments:
Restructuring and associated costs (2) (32) 0.4 179 2.3 179 135 0.10 24.6
Acquisition-related items (3) (2) 37 0.5 37 31 0.02 16.2
Certain litigation charges 84 1.1 84 63 0.05 25.0
(Gain)/loss on minority investments (4) 1 1
IPR&D charges (5) 10 0.1 10 8 0.01 20.0
Medical device regulations (6) (11) 0.1 19 0.2 19 16 0.01 15.8
Amortization of intangible assets 443 5.8 443 373 0.28 15.8
Debt tender premium (7) 308 248 0.18 19.5
Certain tax adjustments, net (8) 16 0.01
Non-GAAP $ 7,647 $ 2,660 65.2 % $ 1,702 22.3 % $ 1,606 $ 1,380 $ 1.02 13.8 %
Currency impact (59) (47) 0.4 66 1.0 0.04
Currency Adjusted $ 7,588 $ 2,613 65.6 % $ 1,768 23.3 % $ 1.06
Three months ended October 25, 2019
(in millions, except per share data) Net Sales Cost of Products Sold Gross Margin Percent Operating Profit Operating Profit Percent Income Before Income Taxes Net Income Attributable to Medtronic Diluted<br><br>EPS (1) Effective Tax Rate
GAAP $ 7,706 $ 2,394 68.9 % $ 1,351 17.5 % $ 1,294 $ 1,364 $ 1.01 (6.0) %
Non-GAAP Adjustments:
Restructuring and associated costs (2) (32) 0.4 94 1.2 94 78 0.06 17.0
Acquisition-related items (9) 27 0.4 27 23 0.02 14.8
Certain litigation charges 121 1.6 121 93 0.07 23.1
(Gain)/loss on minority investments (4) (12) (10) (0.01) 16.7
Medical device regulations (6) (4) 0.1 10 0.1 10 9 0.01 10.0
Exit of businesses (10) 41 0.5 41 35 0.03 14.6
Contribution to Medtronic Foundation 80 1.0 80 62 0.05 22.5
Amortization of intangible assets 441 5.7 441 374 0.28 15.2
Certain tax adjustments, net (11) (251) (0.19)
Non-GAAP $ 7,706 $ 2,358 69.4 % $ 2,165 28.1 % $ 2,096 $ 1,777 $ 1.31 14.9 %

See description of non-GAAP financial measures at the end of the earnings press release.

(1)The data in this schedule has been intentionally rounded to the nearest $0.01 and, therefore, may not sum.

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

(3)The charges primarily include business combination costs and changes in fair value of contingent consideration.

(4)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.

(5)The charges relate to certain license payments for unapproved technology.

(6)The charges represent 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.

(7)The charges relate to the early redemption of approximately $6.0 billion of debt.

(8)Relates to the amortization of previously established deferred tax assets from intercompany intellectual property transactions.

(9)The charges primarily include costs incurred in connection with legacy-Covidien enterprise resource planning deployment activities, business combination related costs, and changes in the fair value of contingent consideration.

(10)The net charge relates to the exit of businesses and is primarily comprised of intangible asset impairments.

(11)The benefit relates to the impact of tax reform in Switzerland.

MEDTRONIC PLC

GAAP TO NON-GAAP RECONCILIATIONS

(Unaudited)

Six months ended October 30, 2020
(in millions, except per share data) Net Sales Cost of Products Sold Gross Margin Percent Operating Profit Operating Profit Percent Income Before Income Taxes Net Income attributable to Medtronic Diluted<br><br>EPS (1) Effective Tax Rate
GAAP $ 14,154 $ 5,209 63.2 % $ 1,603 11.3 % $ 1,109 $ 976 $ 0.72 11.2 %
Non-GAAP Adjustments:
Restructuring and associated costs (2) (59) 0.4 307 2.2 307 241 0.18 21.5
Acquisition-related items (3) (5) (68) (0.5) (68) (44) (0.03) 35.3
Certain litigation charges (4) (4) (6) (50.0)
(Gain)/loss on minority investments (4) (9) (10) (0.01) (11.1)
IPR&D charges (5) 19 0.1 19 16 0.01 15.8
Medical device regulations (6) (20) 0.1 37 0.3 37 32 0.02 13.5
Amortization of intangible assets 884 6.2 884 743 0.55 16.0
Debt tender premium and other charges (7) 308 248 0.18 19.5
Certain tax adjustments, net 20 0.01
Non-GAAP $ 14,154 $ 5,125 63.8 % $ 2,778 19.6 % $ 2,583 $ 2,216 $ 1.64 13.9 %
Currency impact 46 (8) 0.2 137 0.9 0.08
Currency Adjusted $ 14,200 $ 5,117 64.0 % $ 2,915 20.5 % $ 1.72
Six months ended October 25, 2019
(in millions, except per share data) Net Sales Cost of Products Sold Gross Margin Percent Operating Profit Operating Profit Percent Income Before Income Taxes Net Income attributable to Medtronic Diluted<br><br>EPS (1) Effective Tax Rate
GAAP $ 15,199 $ 4,760 68.7 % $ 2,836 18.7 % $ 2,271 $ 2,228 $ 1.65 1.0 %
Non-GAAP Adjustments:
Restructuring and associated costs (2) (67) 0.4 218 1.4 218 187 0.14 14.2
Acquisition-related items (8) 46 0.3 46 40 0.03 13.0
Certain litigation charges 168 1.1 168 136 0.10 19.0
(Gain)/loss on minority investments (4) (11) (9) (0.01) 18.2
Debt tender premium and other charges (9) (7) 406 320 0.24 21.2
Medical device regulations (6) (7) 18 0.1 18 16 0.01 11.1
Exit of business (10) 41 0.3 41 35 0.03 14.6
Contribution to Medtronic Foundation 80 0.5 80 62 0.05 25.5
Amortization of intangible assets 881 5.8 881 746 0.55 15.3
Certain tax adjustments, net (11) (281) (0.21)
Non-GAAP $ 15,199 $ 4,686 69.2 % $ 4,281 28.2 % $ 4,118 $ 3,480 $ 2.57 15.0 %

See description of non-GAAP financial measures contained in this release.

(1)The data in this schedule has been intentionally rounded to the nearest $0.01 and, therefore, may not sum.

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

(3)The charges primarily include business combination costs, changes in fair value of contingent consideration, and a change in amounts accrued for certain contingent liabilities for recent acquisitions.

(4)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.

(5)The charges relate to certain license payments for unapproved technology.

(6)The charges represent 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.

(7)The charges relate to the early redemption of approximately $6.0 billion of debt.

(8)The charges primarily include costs incurred in connection with legacy-Covidien enterprise resource planning deployment activities, business combination related costs, and changes in fair value of contingent consideration.

(9)The charges, which include $413 million recognized in interest expense and ($7 million) recognized in other operating expense, net, primarily relate to the early redemption of approximately $5.2 billion of debt.

(10)The net charges relate to the exit of businesses and are primarily comprised of intangible asset impairments.

(11)The net benefit primarily relates to the impact of tax reform in Switzerland and the United States.

MEDTRONIC PLC

GAAP TO NON-GAAP RECONCILIATIONS

(Unaudited)

Three months ended October 30, 2020
(in millions) Net Sales SG&A Expense SG&A Expense as a % of Net Sales R&D Expense R&D Expense as a % of Net Sales Other Operating (Income) Expense, net Other Operating Expense, net as a % of Net Sales Other Non-Operating Income, net
GAAP $ 7,647 $ 2,600 34.0 % $ 639 8.4 % $ 149 1.9 % $ (65)
Non-GAAP Adjustments:
Restructuring and associated costs (1) (49) (0.6)
Acquisition-related items (2) (2) (33) (0.4)
IPR&D charges (3) (10) (0.1)
Medical device regulations (4) (9) (0.1)
Gain/(loss) on minority investments (5) (1)
Non-GAAP $ 7,647 $ 2,549 33.3 % $ 630 8.2 % $ 106 1.4 % $ (66)
Currency impact (59) (13) 0.1 (2) 0.1 (63) (0.8)
Currency Adjusted $ 7,588 $ 2,536 33.4 % $ 628 8.3 % $ 43 0.6 % $ (66)

See description of non-GAAP financial measures at the end of the earnings press release.

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

(2)The charges primarily include business combination costs and changes in fair value of contingent consideration.

(3)The charges relate to certain license payments for unapproved technology.

(4)The charges represent 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.

(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.

MEDTRONIC PLC

GAAP TO NON-GAAP RECONCILIATIONS

(Unaudited)

Six months ended October 30, 2020
(in millions) Net Sales SG&A Expense SG&A Expense as a % of Net Sales R&D Expense R&D Expense as a % of Net Sales Other Operating (Income) Expense, net Other Operating Expense, net as a % of Net Sales Other Non-Operating Income, net
GAAP $ 14,154 $ 5,017 35.4 % $ 1,260 8.9 % $ 35 0.2 % $ (147)
Non-GAAP Adjustments:
Restructuring and associated costs (1) (98) (0.7)
Acquisition-related items (2) (2) 75 0.5
IPR&D charges (3) (19) (0.1)
Medical device regulations (4) (17) (0.1)
Gain/(loss) on minority investments (5) 9
Non-GAAP $ 14,154 $ 4,917 34.7 % $ 1,243 8.8 % $ 91 0.6 % $ (138)
Currency impact 46 17 (100) (0.7)
Currency Adjusted $ 14,200 $ 4,934 34.7 % $ 1,243 8.8 % $ (9) (0.1) % $ (138)

See description of non-GAAP financial measures at the end of the earnings press release.

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

(2)The charges primarily include business combination costs, changes in fair value of contingent consideration, and a change in amounts accrued for certain contingent liabilities for recent acquisitions.

(3)The charges relate to certain license payments for unapproved technology.

(4)The charges represent 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.

(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.

MEDTRONIC PLC

GAAP TO NON-GAAP RECONCILIATIONS

(Unaudited)

Six months ended Three months ended Three months ended Fiscal year Fiscal year
(in millions) October 30, 2020 October 30, 2020 October 25, 2019 2020 2019
Net cash provided by operating activities $ 2,139 $ 1,861 $ 1,867 $ 7,234 $ 7,007
Additions to property, plant, and equipment (615) (281) (283) (1,213) (1,134)
Free Cash Flow (1) $ 1,524 $ 1,580 $ 1,584 $ 6,021 $ 5,873

See description of non-GAAP financial measures at the end of the earnings press release.

(1)Free cash flow represents operating cash flows less property, plant, and equipment additions.

MEDTRONIC PLC

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in millions) October 30, 2020 April 24, 2020
ASSETS
Current assets:
Cash and cash equivalents $ 6,420 $ 4,140
Investments 7,857 6,808
Accounts receivable, less allowances and credit losses of $312 and $208, respectively 5,348 4,645
Inventories, net 4,484 4,229
Other current assets 1,927 2,209
Total current assets 26,036 22,031
Property, plant, and equipment 12,198 11,644
Accumulated depreciation (7,260) (6,816)
Property, plant, and equipment, net 4,938 4,828
Goodwill 41,212 39,841
Other intangible assets, net 18,412 19,063
Tax assets 3,176 2,832
Other assets 2,112 2,094
Total assets $ 95,886 $ 90,689
LIABILITIES AND EQUITY
Current liabilities:
Current debt obligations $ 4,041 $ 2,776
Accounts payable 1,902 1,996
Accrued compensation 2,133 2,099
Accrued income taxes 406 502
Other accrued expenses 3,589 2,993
Total current liabilities 12,071 10,366
Long-term debt 25,967 22,021
Accrued compensation and retirement benefits 2,024 1,910
Accrued income taxes 2,569 2,682
Deferred tax liabilities 1,251 1,174
Other liabilities 1,688 1,664
Total liabilities 45,570 39,817
Commitments and contingencies
Shareholders’ equity:
Ordinary shares— par value $0.0001, 2.6 billion shares authorized, 1,345,547,814 and 1,341,074,724 shares issued and outstanding, respectively
Additional paid-in capital 26,481 26,165
Retained earnings 27,526 28,132
Accumulated other comprehensive loss (3,843) (3,560)
Total shareholders’ equity 50,164 50,737
Noncontrolling interests 152 135
Total equity 50,316 50,872
Total liabilities and equity $ 95,886 $ 90,689

MEDTRONIC PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six months ended
(in millions) October 30, 2020 October 25, 2019
Operating Activities:
Net income $ 985 $ 2,248
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 1,340 1,328
Provision for doubtful accounts 86 44
Deferred income taxes (69) (245)
Stock-based compensation 210 169
Loss on debt extinguishment 308 406
Other, net 112 119
Change in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable, net (669) 39
Inventories, net (145) (267)
Accounts payable and accrued liabilities 108 (294)
Other operating assets and liabilities (127) (170)
Net cash provided by operating activities 2,139 3,377
Investing Activities:
Acquisitions, net of cash acquired (370) (201)
Additions to property, plant, and equipment (615) (584)
Purchases of investments (5,360) (4,226)
Sales and maturities of investments 4,337 3,260
Other investing activities (4) (16)
Net cash used in investing activities (2,012) (1,767)
Financing Activities:
Change in current debt obligations, net (57) 42
Proceeds from short-term borrowings (maturities greater than 90 days) 2,789
Issuance of long-term debt 7,172 5,568
Payments on long-term debt (6,336) (5,594)
Dividends to shareholders (1,558) (1,447)
Issuance of ordinary shares 119 432
Repurchase of ordinary shares (68) (962)
Other financing activities (70) (54)
Net cash provided by (used in) financing activities 1,991 (2,015)
Effect of exchange rate changes on cash and cash equivalents 162 (26)
Net change in cash and cash equivalents 2,280 (431)
Cash and cash equivalents at beginning of period 4,140 4,393
Cash and cash equivalents at end of period $ 6,420 $ 3,962
Supplemental Cash Flow Information
Cash paid for:
Income taxes $ 384 $ 494
Interest 321 322

20