8-K
Medtronic plc (MDT)
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): May 21, 2025
_____________________________
Medtronic plc
(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.) |
Building Two
Parkmore Business Park West
Galway, 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) | |||
| --- | --- | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| --- | --- |
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 |
| 0.250% Senior Notes due 2025 | MDT/25 | New York Stock Exchange |
| 0.000% Senior Notes due 2025 | MDT/25A | New York Stock Exchange |
| 2.625% Senior Notes due 2025 | MDT/25B | 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 |
| 3.000% Senior Notes due 2028 | MDT/28A | New York Stock Exchange |
| 3.650% Senior Notes due 2029 | MDT/29 | New York Stock Exchange |
| 1.625% Senior Notes due 2031 | MDT/31 | New York Stock Exchange |
| 1.000% Senior Notes due 2031 | MDT/31A | New York Stock Exchange |
| 3.125% Senior Notes due 2031 | MDT/31B | New York Stock Exchange |
| 0.750% Senior Notes due 2032 | MDT/32 | New York Stock Exchange |
| 3.375% Senior Notes due 2034 | MDT/34 | New York Stock Exchange |
| 3.875% Senior Notes due 2036 | MDT/36 | New York Stock Exchange |
| 2.250% Senior Notes due 2039 | MDT/39A | New York Stock Exchange |
| 1.500% Senior Notes due 2039 | MDT/39B | New York Stock Exchange |
| 1.375% Senior Notes due 2040 | MDT/40A | New York Stock Exchange |
| 4.150% Senior Notes due 2043 | MDT/43A | New York Stock Exchange |
| 1.750% Senior Notes due 2049 | MDT/49 | New York Stock Exchange |
| 1.625% Senior Notes due 2050 | MDT/50 | New York Stock Exchange |
| 4.150% Senior Notes due 2053 | MDT/53 | 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 May 21, 2025, Medtronic plc, a public limited company organized under the laws of Ireland, issued a press release announcing its full year and fourth quarter fiscal year 2025 financial results. A copy of the Medtronic financial results press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
As referenced in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K, the Company announced that Sean Salmon would be departing from his position as EVP and President, Cardiovascular Portfolio and Skip Kiil would be assuming the role of EVP and President, Cardiovascular Portfolio, effective May 21, 2025. Mr. Salmon will remain an employee of the Company until September 2, 2025. Mr. Salmon is entitled to and will receive severance payments and benefits consistent with Medtronic’s severance practices for executive officers described in Medtronic’s 2024 Proxy Statement filed with the Securities and Exchange Commission on August 9, 2024.
| Item 8.01. | Other Events |
|---|
As described in the press release attached as Exhibit 99.2 to this Current Report on Form 8-K, on May 21, 2025, Medtronic announced its intent to separate its Diabetes business into a new standalone public company.
| Item 9.01. | Exhibits |
|---|
(d) List of Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Fourth quarter and fiscal year 2025 earnings press release of Medtronic plc, dated May 21, 2025 |
| 99.2 | Diabetes separation press release of Medtronic plc, dated May 21, 2025 |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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 plc | ||
|---|---|---|
| By | /s/ Thierry Piéton | |
| Date: May 21, 2025 | Thierry Piéton | |
| Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | Fourth quarter and fiscal year 2025 earnings press release of Medtronic plc, dated May 21, 2025 |
| 99.2 | Diabetes separation press release of Medtronic plc, dated May 21, 2025 |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
Document
Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
Medtronic reports strong finish to its fiscal year with its fourth quarter financial results;
announces dividend increase
Building momentum in key franchises including Pulsed Field Ablation, TAVR, Cardiac Rhythm Management, Diabetes, Spine, and Neuromodulation
GALWAY, Ireland – May 21, 2025 – Medtronic plc (NYSE: MDT), a global leader in healthcare technology, today announced financial results for its fourth quarter (Q4) and fiscal year 2025 (FY25), which ended April 25, 2025.
Q4 Key Highlights
•Q4 revenue of $8.9 billion increased 3.9% as reported and 5.4% organic
•Q4 GAAP diluted EPS of $0.82 increased 67%; non-GAAP diluted EPS of $1.62 increased 11%
•Q4 operating margin increased 380 basis points; Q4 non-GAAP operating margin increased 90 basis points
•Q4 operating profit of $1.4 billion increased 36%; Q4 non-GAAP operating profit of $2.5 billion increased 8%
•Cardiac Ablation Solutions Q4 revenue increased nearly 30% on strength of pulsed field ablation (PFA) products; business delivered $1.0 billion in FY25 revenue
•Submitted Hugo™ RAS system to the U.S. Food and Drug Administration (FDA) for a urologic indication in the first quarter of calendar 2025
•Commenced largest brain-computer interface launch following U.S. FDA approval of BrainSense™ Adaptive Deep Brain Stimulation (aDBS)
Additional Key Highlights
•FY25 revenue of $33.5 billion, adjusted revenue of $33.6 billion, increased 3.6% as reported and 4.9% organic
•FY25 GAAP diluted EPS of $3.61 increased 31%; non-GAAP diluted EPS of $5.49 increased 6%
•FY25 operating margin increased 190 basis points; FY25 non-GAAP operating margin increased 10 basis points, 100 basis points constant currency
•FY25 operating profit of $6.0 billion increased 16%; FY25 non-GAAP operating profit of $8.7 billion increased 5%, 9% constant currency
•FY25 cash from operations of $7.0 billion; FY25 free cash flow of $5.2 billion
•Company returned $6.3 billion to shareholders in FY25
•Dividend for Q1 FY26 increased to $0.71 per share, implying annual $2.84 per share; 48th consecutive year of dividend increases
•Announced today intent to separate Diabetes business into new standalone public company
Q4 Financial Results
Medtronic reported Q4 worldwide revenue of $8.927 billion, an increase of 3.9% as reported and 5.4% on an organic basis. The Q4 organic revenue growth comparison excludes:
•Other revenue of $31 million in the current year and $57 million in the prior year; and
•Foreign currency translation of -$95 million on the remaining segments.
Q4 GAAP operating profit and operating margin were $1.436 billion and 16.1%, respectively, increases of 36% and 380 basis points, respectively. As detailed in the financial schedules included at the end of the release, Q4 non-GAAP operating profit and operating margin were $2.486 billion and 27.8%, respectively, increases of 8% and 90 basis points, respectively.
Q4 GAAP net income and diluted earnings per share (EPS) were $1.057 billion and $0.82, respectively, increases of 62% and 67%, respectively. As detailed in the financial schedules included at the end of this release, Q4 non-GAAP net income and non-GAAP diluted EPS were $2.080 billion and $1.62, respectively, increases of 8% and 11%, respectively. Included in Q4 non-GAAP diluted EPS was a -7 cent impact from foreign currency translation. Q4 non-GAAP diluted EPS on a constant currency basis increased 16%.
FY25 Financial Results
Medtronic reported FY25 worldwide revenue of $33.537 billion and adjusted revenue of $33.627 billion, an increase of 3.6% as reported and 4.9% on an organic basis. The FY25 organic revenue growth comparison excludes:
•Other revenue of $48 million in the current year and $221 million in the prior year; and
•Foreign currency translation of -$244 million on the remaining segments.
FY25 GAAP operating profit and operating margin were $5.955 billion and 17.8%, respectively, increases of 16% and 190 basis points respectively. As detailed in the financial schedules included at the end of the release, FY25 non-GAAP operating profit and operating margin were $8.648 billion and 25.7%, respectively, increases of 5% and 10 basis points, respectively. On a constant currency basis, FY25 non-GAAP operating profit and operating margin increased 9% and 100 basis points, respectively.
FY25 GAAP net income and diluted earnings per share (EPS) were $4.662 billion and $3.61, respectively, representing increases of 27% and 31%, respectively. As detailed in
the financial schedules included at the end of this release, fiscal year 2025 non-GAAP net income and non-GAAP diluted EPS were $7.079 billion and $5.49, respectively, representing increases of 2% and 6%, respectively. Included in FY25 non-GAAP diluted EPS was a -22 cent impact from foreign currency translation. FY25 non-GAAP diluted EPS on a constant currency basis increased 10%.
FY25 cash from operations of $7.044 billion increased 4%. FY25 free cash flow of $5.185 billion was unchanged, representing free cash flow conversion from non-GAAP net earnings of 73%.
“We had a strong close to our fiscal year, and I’m excited to see the progress we are making as our growth drivers continue to build momentum. Operationally, we translated our accelerating revenue growth into earnings leverage, as we delivered at the upper end of the commitments that we laid out a year ago,” said Geoff Martha, Medtronic chairman and chief executive officer. “The underlying fundamentals of our business are strong, and they are getting stronger. We are now at an inflection point as we accelerate our speed of travel to higher, more profitable growth.”
Cardiovascular Portfolio
The Cardiovascular Portfolio includes the Cardiac Rhythm & Heart Failure (CRHF), Structural Heart & Aortic (SHA), and Coronary & Peripheral Vascular (CPV) divisions. FY25 revenue of $12.481 billion increased 5.5% as reported and 6.3% organic, with high-single digit organic increases in CRHF and SH&A, and a low-single digit organic increase in CPV. Q4 revenue of $3.336 billion increased 6.6% as reported and 7.8% organic, with a low-double digit increase in CRHF, high-single digit increase in SH&A, and low-single digit increase in CPV, all on an organic basis.
•CRHF Q4 results included near-30s growth in Cardiac Ablation Solutions (CAS) on rapid adoption of the PulseSelect™ and Affera™ mapping and ablation system with Sphere-9™ PFA catheter; Cardiac Rhythm Management grew high-single digits, driven by high-single digit growth in both Defibrillation Solutions and Cardiac Pacing Therapies, including high-teens growth in both Micra™
transcatheter pacing systems and SelectSecure™ 3830 leads for conduction system pacing
•SHA Q4 results driven by low-double digit Structural Heart growth, on the continued strength of the Evolut™ FX+ TAVR system, and low-double digit growth in Cardiac Surgery
•CPV Q4 growth driven by low-double digit growth in guide catheters and high-single digit growth in balloons
•SMART 2-year data demonstrating superior valve performance for Evolut TAVR™ system in small annulus patients published in Journal of the American College of Cardiology; positive 5-year outcomes from the Evolut Low Risk Trial presented as a Late Breaking Clinical Trial at ACC.25 in March
•Received U.S. FDA approval for the OmniaSecure™ lead, the smallest-diameter, lumenless defibrillation lead. OmniaSecure™ is based on the 3830 pacing lead, which has provided safe and reliable treatment to patients for more than 20 years.
•Published positive clinical outcomes from two studies in atrial fibrillation patients treated with the Affera™ family of technologies, including the next-generation Sphere-360™ single-shot PFA catheter and the Sphere-9™ combination mapping and dual-energy (RF/PF) focal catheter
Neuroscience Portfolio
The Neuroscience Portfolio includes the Cranial & Spinal Technologies (CST), Specialty Therapies, and Neuromodulation divisions. FY25 revenue of $9.846 billion increased 4.7% reported and 5.2% organic, with a low-double digit increase in Neuromodulation, mid-single digit increase in CST, and low-single digit increase in Specialty Therapies, all on an organic basis. Q4 revenue of $2.620 billion increased 2.9% as reported and 3.7% organic, with a low-double digit increase in Neuromodulation, mid-single digit increase in CST, and low-single digit decrease in Specialty Therapies, all on an organic basis.
•CST Q4 results driven by high-single digit U.S. growth on strong capital sales and implant pull through related to the company’s AiBLE™ spine surgery ecosystem
•Specialty Therapies Q4 results included low-single digit growth in ENT with strength in Navigation capital and Head & Neck disposable sales; Pelvic Health results were flat; Neurovascular decreased mid-single digits on volume-based procurement in China and the recall of the Pipeline™ Vantage flow diverter; Medtronic continues to offer the gold standard in flow diversion products with Pipeline™ Shield, which continues to be available globally
•Neuromodulation above market Q4 performance driven by low-double digit Pain Stim growth, including mid-teens U.S. growth, on the continued launch of the Inceptiv™ spinal cord stimulator; Brain Modulation grew mid-single digit globally on the continued launch of the Percept™ RC deep brain stimulator (DBS) with BrainSense™ technology
•Received U.S. FDA approval and began launch of BrainSense™ Adaptive Deep Brain Stimulation (aDBS), the largest ever commercial launch of brain-computer interface technology
Medical Surgical Portfolio
The Medical Surgical Portfolio includes the Surgical & Endoscopy (SE) and the Acute Care & Monitoring (ACM) divisions. FY25 revenue of $8.407 decreased 0.1% reported and increased 0.8% organic, with low-single digit organic growth in both SE and ACM. Q4 revenue of $2.212 billion grew 0.6% as reported and 2.0% organic, with low-single digit organic growth in both SE and ACM.
•SE Q4 results were driven by mid-single digit growth in both Advanced Energy, driven by continued adoption of LigaSure™ vessel sealing technology, and Emerging Markets, partially offset by ongoing bariatric market and competitive robotic pressures in Advanced Stapling
•ACM Q4 performance improved and included mid-teens growth in Respiratory Compromise and high-single digit growth in Perioperative Complications
•Results from Expand URO Investigational Device Exemption (IDE) clinical study of the Hugo™ robotic-assisted surgery (RAS) system presented at American Urologic Association (AUA) last month; submitted Hugo™ RAS system to the U.S. FDA for urologic indication in the first quarter of calendar 2025
Diabetes
Diabetes FY25 revenue of $2.755 billion increased 10.7% as reported and 11.5% organic. Q4 revenue of $728 million increased 10.4% as reported and 12.0% organic, the sixth consecutive quarter of double-digit organic growth.
•U.S. Q4 revenue grew high-single digits on the continued adoption of the MiniMed™ 780G automated insulin delivery (AID) system with an increase in the MiniMed™ 780G installed base and strong CGM attachment rates
•International Q4 revenue grew mid-teens driven by low-20s growth in pumps and increasing CGM attachment as users upgrade to the Simplera Sync™ sensor
•Secured U.S. FDA approval for Simplera Sync™ CGM for use with the MiniMed™ 780G system
•Submitted 510(k) applications to the FDA for an interoperable pump and algorithm, paving the way for system integration with an exclusive CGM based on Abbott's most advanced CGM platform
Medtronic to Separate Diabetes Business
As part of its ongoing portfolio management strategy, Medtronic today announced its intent to separate its Diabetes business into a new standalone public company. The separation is expected to be completed within 18 months through a series of capital markets transactions, with a preferred path of an initial public offering (IPO) and subsequent split-off. Additional details are available in a separate press release. The press release is available at news.medtronic.com.
Cardiovascular Leadership Transition
Sean Salmon, executive vice president and president, Cardiovascular Portfolio, will be leaving Medtronic. Skip Kiil, senior vice president and president of the Medtronic Cranial and Spinal Technologies (CST) business, has been promoted to executive vice president and president Cardiovascular Portfolio, effective immediately. Skip will report to Geoff Martha and will become a member of the Medtronic Executive Committee. Michael Carter, vice president and general manager, Spine, will succeed Kiil as senior vice president and president, CST.
“We are grateful to Sean for his more than 20 years of dedication to serving our Medtronic Mission – and for leading our Cardiovascular portfolio in developing some of the most exciting new technologies that are making an impact in the market today and accelerating our Cardiovascular growth,” said Martha. “Skip’s appointment comes at an exciting time for our Cardiovascular businesses. His global mindset, and proven track record of commercialization and market development will support our strong Cardiovascular team in further advancing the impact and momentum of these exciting therapies. Skip will be a great addition to both the Medtronic Executive Committee and our Cardiovascular leadership team.”
Dividend Increase
The company today announced that effective May 20, 2025, the Medtronic board of directors approved an increase in Medtronic’s cash dividend for the first quarter of fiscal year 2026, raising the quarterly amount to $0.71 per ordinary share. This would translate into an annual amount of $2.84 per ordinary share. Today's announcement marks the 48th consecutive year of an increase in the dividend payment. The dividend is payable on July 11, 2025, to shareholders of record at the close of business on June 27, 2025.
Guidance
The company today issued its fiscal year 2026 (FY26) revenue growth and EPS guidance.
The company is guiding to FY26 organic revenue growth of approximately 5%. The organic revenue growth guidance excludes the impact of foreign currency exchange and revenue reported as Other. Including Other revenue and the impact of foreign currency exchange, if recent foreign currency exchange rates hold, FY26 revenue growth on a reported basis would be in the range of 4.8% to 5.1%.
Excluding the potential impacts from increased tariffs, Medtronic expects FY26 diluted non-GAAP EPS growth to be approximately 4%. This includes an expectation for non-
GAAP operating profit to grow faster than organic revenue, partially offset by increased interest and tax expense. Including a potential impact from tariffs as detailed in the company’s earnings presentation, Medtronic is guiding FY26 diluted non-GAAP EPS in the range of $5.50 to $5.60. The lower end of the EPS range assumes that the bilateral US/China tariffs resume at the higher rates following the 90 day pause, while the higher end of the EPS range assumes that the bilateral US/China tariffs currently in effect during the pause remain in place through fiscal year 2026.
“Our fiscal 2026 guidance reflects increasing revenue growth contribution from our key growth drivers, and increased investment to support their growth, leading to leveraged operating profit growth pre-tariffs. In addition, the team has rallied to identify opportunities to offset a large portion of tariffs, and we have high confidence in our ability to execute additional mitigation efforts,” said Thierry Piéton, Medtronic chief financial officer, who joined the company on March 3, 2025. “This is an exciting time to join Medtronic. I am energized by the opportunities for durable growth and value creation ahead of us.”
Video Webcast Information
Medtronic will host a video webcast today, May 21, at 8:00 a.m. EDT (7:00 a.m. CDT) to provide information about its business for the public, investors, analysts, and news media. This webcast can be accessed by clicking on the Quarterly Earnings icon at investorrelations.medtronic.com, and this earnings release will be archived at news.medtronic.com. 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 Past Events and Presentations link under the News & Events drop-down at investorrelations.medtronic.com.
Medtronic plans to report its FY26 first, second, third, and fourth quarter results on Tuesday, August 19, 2025, November 18, 2025, February 17, 2026, and Wednesday, May 20, 2026, respectively. Confirmation and additional details will be provided closer to the specific event.
Financial Schedules
The fourth quarter and full year financial schedules and non-GAAP reconciliations can be viewed by clicking on the Quarterly Earnings link at investorrelations.medtronic.com.
About Medtronic
Bold thinking. Bolder actions. We are Medtronic. Medtronic plc, headquartered in Galway, Ireland, is the leading global healthcare technology company that boldly attacks the most challenging health problems facing humanity by searching out and finding solutions. Our Mission — to alleviate pain, restore health, and extend life — unites a global team of 95,000+ passionate people across more than 150 countries. Our technologies and therapies treat 70 health conditions and include cardiac devices, surgical robotics, insulin pumps, surgical tools, patient monitoring systems, and more. Powered by our diverse knowledge, insatiable curiosity, and desire to help all those who need it, we deliver innovative technologies that transform the lives of two people every second, every hour, every day. Expect more from us as we empower insight-driven care, experiences that put people first, and better outcomes for our world. In everything we do, we are engineering the extraordinary. For more information on Medtronic (NYSE: MDT), visit www.Medtronic.com and follow on LinkedIn.
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 competitive factors, difficulties and delays inherent in the development, manufacturing, marketing and sale of medical products, government regulation, geopolitical conflicts, changing global trade policies, material acquisition and divestiture transactions, 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. 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 or annual figures increasing, decreasing or remaining flat are in comparison to fiscal year 2024, and references to sequential changes are in comparison to the prior fiscal quarter. Unless stated otherwise, quarterly and annual rates and ranges are given on an organic basis.
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.
Medtronic calculates forward-looking non-GAAP financial measures based on internal forecasts that omit certain amounts that would be included in GAAP financial measures. For instance, forward-looking organic revenue growth guidance excludes the impact of foreign currency fluctuations, as well as significant acquisitions or divestitures. Forward-looking diluted non-GAAP EPS guidance also excludes other potential charges or gains that would be recorded as Non-GAAP Adjustments to earnings during the fiscal year. Medtronic does not attempt to provide reconciliations of forward-looking non-GAAP EPS guidance to projected GAAP EPS guidance because the combined impact and timing of recognition of these potential charges or gains is inherently uncertain and difficult to predict and is unavailable without unreasonable efforts. In addition, the company believes such reconciliations would imply a degree of precision and
certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of financial performance.
-end-
Contacts
Erika Winkels
Public Relations
+1-763-526-8478
Ryan Weispfenning
Investor Relations
+1-763-505-4626
| FINANCIAL SCHEDULES | Page |
|---|---|
| Worldwide Revenue | 14 |
| U.S. Revenue | 15 |
| International Revenue | 16 |
| Consolidated Statements of Income | 17 |
| GAAP to Non-GAAP Reconciliations | 18 |
| Consolidated Balance Sheets | 22 |
| Consolidated Statements of Cash Flows | 23 |
MEDTRONIC PLC
WORLDWIDE REVENUE(1)
(Unaudited)
| FOURTH QUARTER | FISCAL YEAR | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REPORTED | ORGANIC | REPORTED | ORGANIC | |||||||||||||||||||||||||
| (in millions) | FY25 | FY24 | Growth | Currency Impact(3) | FY25(4) | FY24(4) | Growth | FY25 | FY24 | Growth | Currency Impact(3) | FY25(5) | FY24(5) | Growth | ||||||||||||||
| Cardiovascular | $ | 3,336 | $ | 3,130 | 6.6 | % | $ | (37) | $ | 3,373 | $ | 3,130 | 7.8 | % | $ | 12,481 | $ | 11,831 | 5.5 | % | $ | (99) | $ | 12,580 | $ | 11,831 | 6.3 | % |
| Cardiac Rhythm & Heart Failure | 1,733 | 1,587 | 9.2 | (18) | 1,751 | 1,587 | 10.3 | 6,392 | 5,995 | 6.6 | (43) | 6,435 | 5,995 | 7.3 | ||||||||||||||
| Structural Heart & Aortic | 944 | 883 | 7.0 | (11) | 955 | 883 | 8.3 | 3,554 | 3,358 | 5.8 | (32) | 3,587 | 3,358 | 6.8 | ||||||||||||||
| Coronary & Peripheral Vascular | 659 | 660 | (0.1) | (8) | 667 | 660 | 1.0 | 2,535 | 2,478 | 2.3 | (23) | 2,558 | 2,478 | 3.2 | ||||||||||||||
| Neuroscience | 2,620 | 2,545 | 2.9 | (18) | 2,638 | 2,545 | 3.7 | 9,846 | 9,406 | 4.7 | (47) | 9,893 | 9,406 | 5.2 | ||||||||||||||
| Cranial & Spinal Technologies | 1,342 | 1,291 | 3.9 | (7) | 1,348 | 1,291 | 4.4 | 4,973 | 4,756 | 4.6 | (21) | 4,995 | 4,756 | 5.0 | ||||||||||||||
| Specialty Therapies | 759 | 778 | (2.5) | (7) | 766 | 778 | (1.6) | 2,940 | 2,905 | 1.2 | (17) | 2,957 | 2,905 | 1.8 | ||||||||||||||
| Neuromodulation | 520 | 475 | 9.3 | (4) | 524 | 475 | 10.2 | 1,932 | 1,746 | 10.7 | (9) | 1,941 | 1,746 | 11.2 | ||||||||||||||
| Medical Surgical | 2,212 | 2,198 | 0.6 | (30) | 2,241 | 2,198 | 2.0 | 8,407 | 8,417 | (0.1) | (80) | 8,487 | 8,417 | 0.8 | ||||||||||||||
| Surgical & Endoscopy | 1,709 | 1,705 | 0.2 | (25) | 1,734 | 1,705 | 1.7 | 6,498 | 6,508 | (0.2) | (65) | 6,563 | 6,508 | 0.8 | ||||||||||||||
| Acute Care & Monitoring | 503 | 492 | 2.1 | (5) | 508 | 492 | 3.1 | 1,909 | 1,908 | — | (15) | 1,924 | 1,908 | 0.8 | ||||||||||||||
| Diabetes | 728 | 660 | 10.4 | (11) | 739 | 660 | 12.0 | 2,755 | 2,488 | 10.7 | (18) | 2,774 | 2,488 | 11.5 | ||||||||||||||
| Total Reportable Segments | 8,896 | 8,532 | 4.3 | (95) | 8,991 | 8,532 | 5.4 | 33,489 | 32,142 | 4.2 | (244) | 33,733 | 32,142 | 4.9 | ||||||||||||||
| Other(2) | 31 | 57 | (45.7) | (1) | — | — | — | 48 | 221 | (78.5) | (3) | — | — | — | ||||||||||||||
| TOTAL | $ | 8,927 | $ | 8,589 | 3.9 | % | $ | (96) | $ | 8,991 | $ | 8,532 | 5.4 | % | $ | 33,537 | $ | 32,364 | 3.6 | % | $ | (247) | $ | 33,733 | $ | 32,142 | 4.9 | % |
(1)The data in this schedule has been intentionally rounded to the nearest million and, therefore, may not sum. Percentages have been calculated using actual, non-rounded figures and, therefore, may not recalculate precisely.
(2)Includes operations and ongoing transition agreements from businesses the Company has exited or divested, and specifically for the three months ended July 26, 2024, impacting fiscal year 2025 figures, $90 million of incremental Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015.
(3)The currency impact to revenue measures the change in revenue between current and prior year periods using constant exchange rates.
(4)The three months ended April 25, 2025 excludes $64 million of revenue adjustments related to $31 million of inorganic revenue for the transition activity noted in (2) and $95 million of unfavorable currency impact on the remaining segments. The three months ended April 26, 2024 excludes $57 million of inorganic revenue related to the transition activity noted in (2).
(5)The twelve months ended April 25, 2025 excludes $196 million of revenue adjustments related to $90 million of incremental Italian payback accruals further described in note (2), $137 million of inorganic revenue related to the transition activity noted in (2), and $244 million of unfavorable currency impact on the remaining segments. The twelve months ended April 26, 2024 excludes $221 million of inorganic revenue related to the transition activity noted in (2).
MEDTRONIC PLC
U.S. REVENUE(1)(2)
(Unaudited)
| FOURTH QUARTER | FISCAL YEAR | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REPORTED | ORGANIC | REPORTED | ORGANIC | |||||||||||||||||||||
| (in millions) | FY25 | FY24 | Growth | FY25 | FY24 | Growth | FY25 | FY24 | Growth | FY25 | FY24 | Growth | ||||||||||||
| Cardiovascular | $ | 1,563 | $ | 1,448 | 8.0 | % | $ | 1,563 | $ | 1,448 | 8.0 | % | $ | 5,804 | $ | 5,597 | 3.7 | % | $ | 5,804 | $ | 5,597 | 3.7 | % |
| Cardiac Rhythm & Heart Failure | 875 | 791 | 10.7 | 875 | 791 | 10.7 | 3,184 | 3,037 | 4.8 | 3,184 | 3,037 | 4.8 | ||||||||||||
| Structural Heart & Aortic | 404 | 366 | 10.2 | 404 | 366 | 10.2 | 1,532 | 1,453 | 5.5 | 1,532 | 1,453 | 5.5 | ||||||||||||
| Coronary & Peripheral Vascular | 284 | 291 | (2.3) | 284 | 291 | (2.3) | 1,088 | 1,107 | (1.7) | 1,088 | 1,107 | (1.7) | ||||||||||||
| Neuroscience | 1,782 | 1,692 | 5.3 | 1,782 | 1,692 | 5.3 | 6,713 | 6,305 | 6.5 | 6,713 | 6,305 | 6.5 | ||||||||||||
| Cranial & Spinal Technologies | 999 | 936 | 6.7 | 999 | 936 | 6.7 | 3,723 | 3,495 | 6.5 | 3,723 | 3,495 | 6.5 | ||||||||||||
| Specialty Therapies | 431 | 439 | (1.8) | 431 | 439 | (1.8) | 1,666 | 1,641 | 1.5 | 1,666 | 1,641 | 1.5 | ||||||||||||
| Neuromodulation | 352 | 317 | 11.1 | 352 | 317 | 11.1 | 1,324 | 1,169 | 13.3 | 1,324 | 1,169 | 13.3 | ||||||||||||
| Medical Surgical | 946 | 954 | (0.9) | 946 | 954 | (0.9) | 3,664 | 3,717 | (1.4) | 3,664 | 3,717 | (1.4) | ||||||||||||
| Surgical & Endoscopy | 668 | 679 | (1.7) | 668 | 679 | (1.7) | 2,595 | 2,650 | (2.1) | 2,595 | 2,650 | (2.1) | ||||||||||||
| Acute Care & Monitoring | 278 | 275 | 1.1 | 278 | 275 | 1.1 | 1,068 | 1,067 | 0.2 | 1,068 | 1,067 | 0.2 | ||||||||||||
| Diabetes | 240 | 223 | 7.2 | 240 | 223 | 7.2 | 923 | 852 | 8.3 | 923 | 852 | 8.3 | ||||||||||||
| Total Reportable Segments | 4,530 | 4,317 | 4.9 | 4,530 | 4,317 | 4.9 | 17,104 | 16,471 | 3.8 | 17,104 | 16,471 | 3.8 | ||||||||||||
| Other(3) | 17 | 26 | (35.1) | — | — | — | 68 | 91 | (25.2) | — | — | — | ||||||||||||
| TOTAL | $ | 4,547 | $ | 4,343 | 4.7 | % | $ | 4,530 | $ | 4,317 | 4.9 | % | $ | 17,171 | $ | 16,562 | 3.7 | % | $ | 17,104 | $ | 16,471 | 3.8 | % |
(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. Percentages have been calculated using actual, non-rounded figures and, therefore, may not recalculate precisely.
(3)Includes operations and ongoing transition agreements from businesses the Company has exited or divested.
MEDTRONIC PLC
INTERNATIONAL REVENUE(1)
(Unaudited)
| FOURTH QUARTER | FISCAL YEAR | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REPORTED | ORGANIC | REPORTED | ORGANIC | |||||||||||||||||||||||||
| (in millions) | FY25 | FY24 | Growth | Currency Impact(3) | FY25(4) | FY24(4) | Growth | FY25 | FY24 | Growth | Currency Impact(3) | FY25(5) | FY24(5) | Growth | ||||||||||||||
| Cardiovascular | $ | 1,773 | $ | 1,682 | 5.4 | % | $ | (37) | $ | 1,810 | $ | 1,682 | 7.6 | % | $ | 6,677 | $ | 6,234 | 7.1 | % | $ | (99) | $ | 6,775 | $ | 6,234 | 8.7 | % |
| Cardiac Rhythm & Heart Failure | 858 | 797 | 7.7 | (18) | 876 | 797 | 9.9 | 3,208 | 2,958 | 8.4 | (43) | 3,251 | 2,958 | 9.9 | ||||||||||||||
| Structural Heart & Aortic | 541 | 516 | 4.7 | (11) | 552 | 516 | 6.9 | 2,022 | 1,905 | 6.1 | (32) | 2,054 | 1,905 | 7.8 | ||||||||||||||
| Coronary & Peripheral Vascular | 375 | 369 | 1.6 | (8) | 382 | 369 | 3.7 | 1,447 | 1,371 | 5.5 | (23) | 1,470 | 1,371 | 7.2 | ||||||||||||||
| Neuroscience | 838 | 853 | (1.8) | (18) | 856 | 853 | 0.3 | 3,133 | 3,101 | 1.0 | (47) | 3,180 | 3,101 | 2.6 | ||||||||||||||
| Cranial & Spinal Technologies | 343 | 356 | (3.5) | (7) | 350 | 356 | (1.6) | 1,250 | 1,260 | (0.8) | (21) | 1,272 | 1,260 | 0.9 | ||||||||||||||
| Specialty Therapies | 328 | 339 | (3.5) | (7) | 335 | 339 | (1.4) | 1,274 | 1,264 | 0.9 | (17) | 1,291 | 1,264 | 2.2 | ||||||||||||||
| Neuromodulation | 167 | 158 | 5.6 | (4) | 171 | 158 | 8.2 | 608 | 577 | 5.4 | (9) | 617 | 577 | 7.0 | ||||||||||||||
| Medical Surgical | 1,266 | 1,244 | 1.8 | (30) | 1,295 | 1,244 | 4.2 | 4,744 | 4,700 | 0.9 | (80) | 4,823 | 4,700 | 2.6 | ||||||||||||||
| Surgical & Endoscopy | 1,041 | 1,026 | 1.4 | (25) | 1,066 | 1,026 | 3.9 | 3,903 | 3,858 | 1.2 | (65) | 3,967 | 3,858 | 2.8 | ||||||||||||||
| Acute Care & Monitoring | 225 | 217 | 3.3 | (5) | 230 | 217 | 5.5 | 841 | 842 | (0.1) | (15) | 856 | 842 | 1.7 | ||||||||||||||
| Diabetes | 489 | 436 | 12.1 | (11) | 499 | 436 | 14.5 | 1,832 | 1,636 | 12.0 | (18) | 1,851 | 1,636 | 13.1 | ||||||||||||||
| Total Reportable Segments | 4,365 | 4,215 | 3.6 | (95) | 4,461 | 4,215 | 5.8 | 16,386 | 15,671 | 4.6 | (244) | 16,630 | 15,671 | 6.1 | ||||||||||||||
| Other(2) | 14 | 31 | (54.3) | (1) | — | — | — | (20) | 131 | (115.4) | (3) | — | — | — | ||||||||||||||
| TOTAL | $ | 4,380 | $ | 4,246 | 3.1 | % | $ | (96) | $ | 4,461 | $ | 4,215 | 5.8 | % | $ | 16,365 | $ | 15,802 | 3.6 | % | $ | (247) | $ | 16,630 | $ | 15,671 | 6.1 | % |
(1)The data in this schedule has been intentionally rounded to the nearest million and, therefore, may not sum. Percentages have been calculated using actual, non-rounded figures and, therefore, may not recalculate precisely.
(2)Includes operations and ongoing transition agreements from businesses the Company has exited or divested, and specifically for the three months ended July 26, 2024, impacting fiscal year 2025 figures, $90 million of incremental Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015.
(3)The currency impact to revenue measures the change in revenue between current and prior year periods using constant exchange rates.
(4)The three months ended April 25, 2025 excludes $81 million of revenue adjustments related to $14 million of inorganic revenue for the transition activity noted in (2), and $95 million of unfavorable currency impact on the remaining segments. The three months ended April 26, 2024 excludes $31 million of inorganic revenue related to the transition activity noted in (2).
(5)The twelve months ended April 25, 2025 excludes $264 million of revenue adjustments related to $90 million of incremental Italian payback accruals further described in note (2), $70 million of inorganic revenue related to the transition activity noted in (2), and $244 million of unfavorable currency impact on the remaining segments. The twelve months ended April 26, 2024 excludes $131 million of inorganic revenue related to the transition activity noted in (2).
MEDTRONIC PLC
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Three months ended | Fiscal year ended | |||||||
|---|---|---|---|---|---|---|---|---|
| (in millions, except per share data) | April 25, 2025 | April 26, 2024 | April 25, 2025 | April 26, 2024 | ||||
| Net sales | $ | 8,927 | $ | 8,589 | $ | 33,537 | $ | 32,364 |
| Costs and expenses: | ||||||||
| Cost of products sold, excluding amortization of intangible assets | 3,147 | 3,044 | 11,632 | 11,216 | ||||
| Research and development expense | 684 | 675 | 2,732 | 2,735 | ||||
| Selling, general, and administrative expense | 2,721 | 2,765 | 10,849 | 10,736 | ||||
| Amortization of intangible assets | 564 | 419 | 1,807 | 1,693 | ||||
| Restructuring charges, net | 147 | 112 | 267 | 226 | ||||
| Certain litigation charges, net | 214 | 44 | 317 | 149 | ||||
| Other operating expense (income), net | 15 | 477 | (23) | 464 | ||||
| Operating profit | 1,436 | 1,053 | 5,955 | 5,144 | ||||
| Other non-operating expense (income), net | 1 | (4) | (402) | (412) | ||||
| Interest expense, net | 174 | 202 | 729 | 719 | ||||
| Income before income taxes | 1,261 | 856 | 5,628 | 4,837 | ||||
| Income tax provision | 199 | 196 | 936 | 1,133 | ||||
| Net income | 1,061 | 659 | 4,691 | 3,705 | ||||
| Net income attributable to noncontrolling interests | (5) | (5) | (29) | (28) | ||||
| Net income attributable to Medtronic | $ | 1,057 | $ | 654 | $ | 4,662 | $ | 3,676 |
| Basic earnings per share | $ | 0.82 | $ | 0.49 | $ | 3.63 | $ | 2.77 |
| Diluted earnings per share | $ | 0.82 | $ | 0.49 | $ | 3.61 | $ | 2.76 |
| Basic weighted average shares outstanding | 1,282.3 | 1,322.3 | 1,285.6 | 1,327.7 | ||||
| Diluted weighted average shares outstanding | 1,287.7 | 1,325.4 | 1,289.9 | 1,330.2 |
The data in the schedule above has been intentionally rounded to the nearest million, and therefore, the quarterly amounts may not sum to the fiscal year-to-date amounts.
MEDTRONIC PLC
GAAP TO NON-GAAP RECONCILIATIONS(1)
(Unaudited)
| Three months ended April 25, 2025 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (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 EPS | Effective Tax Rate | |||||||||
| GAAP | $ | 8,927 | $ | 3,147 | 64.7 | % | $ | 1,436 | 16.1 | % | $ | 1,261 | $ | 1,057 | $ | 0.82 | 15.8 | % |
| Non-GAAP Adjustments: | ||||||||||||||||||
| Amortization of intangible assets(2) | — | — | — | 564 | 6.3 | 564 | 455 | 0.35 | 19.3 | |||||||||
| Restructuring and associated costs(3) | — | (2) | — | 149 | 1.7 | 149 | 114 | 0.09 | 23.5 | |||||||||
| Acquisition and divestiture-related items(4) | — | (21) | 0.2 | 109 | 1.2 | 109 | 97 | 0.08 | 11.0 | |||||||||
| Certain litigation charges, net | — | — | — | 214 | 2.4 | 214 | 163 | 0.13 | 23.4 | |||||||||
| (Gain)/loss on minority investments(5) | — | — | — | — | — | 172 | 170 | 0.13 | 0.6 | |||||||||
| Medical device regulations(6) | — | (10) | 0.1 | 14 | 0.2 | 14 | 12 | 0.01 | 21.4 | |||||||||
| Certain tax adjustments, net | — | — | — | — | — | — | 13 | 0.01 | — | |||||||||
| Non-GAAP | $ | 8,927 | $ | 3,113 | 65.1 | % | $ | 2,486 | 27.8 | % | $ | 2,483 | $ | 2,080 | $ | 1.62 | 16.0 | % |
| Currency impact | 96 | (25) | 0.7 | 123 | 1.1 | 0.07 | ||||||||||||
| Currency Adjusted | $ | 9,023 | $ | 3,088 | 65.8 | % | $ | 2,609 | 28.9 | % | $ | 1.69 | ||||||
| Three months ended April 26, 2024 | ||||||||||||||||||
| (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 EPS | Effective Tax Rate | |||||||||
| GAAP | $ | 8,589 | $ | 3,044 | 64.6 | % | $ | 1,053 | 12.3 | % | $ | 856 | $ | 654 | $ | 0.49 | 22.9 | % |
| Non-GAAP Adjustments: | ||||||||||||||||||
| Amortization of intangible assets | — | — | — | 419 | 4.9 | 419 | 357 | 0.27 | 15.0 | |||||||||
| Restructuring and associated costs(3) | — | (13) | 0.2 | 152 | 1.8 | 152 | 125 | 0.09 | 17.8 | |||||||||
| Acquisition and divestiture-related items(7) | — | (76) | 0.9 | 611 | 7.1 | 611 | 515 | 0.39 | 15.9 | |||||||||
| Certain litigation charges, net | — | — | — | 44 | 0.5 | 44 | 37 | 0.03 | 15.9 | |||||||||
| (Gain)/loss on minority investments(5) | — | — | — | — | — | 195 | 197 | 0.15 | (1.0) | |||||||||
| Medical device regulations(6) | — | (21) | 0.2 | 31 | 0.4 | 31 | 27 | 0.02 | 12.9 | |||||||||
| Certain tax adjustments, net | — | — | — | — | — | — | 17 | 0.01 | — | |||||||||
| Non-GAAP | $ | 8,589 | $ | 2,934 | 65.8 | % | $ | 2,311 | 26.9 | % | $ | 2,309 | $ | 1,929 | $ | 1.46 | 16.2 | % |
See description of non-GAAP financial measures contained in the press release dated May 21, 2025.
(1)The data in this schedule has been intentionally rounded to the nearest million or $0.01 for EPS figures, and, therefore, may not sum.
(2)The Company recognized $151 million of accelerated amortization on certain intangible assets related to product line exits within the Cardiovascular Segment.
(3)Associated costs primarily include salaries and wages for employees supporting the restructuring activities, consulting expenses, asset write-offs, and for the three months ended April 25, 2025, contract terminations.
(4)The charges primarily include changes in fair value of contingent consideration and exit of business-related charges.
(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 incremental costs of complying with the new European Union medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses. We consider these costs to be duplicative of previously incurred costs and/or one-time costs, which are limited to a specific period.
(7)The charges 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.
MEDTRONIC PLC
GAAP TO NON-GAAP RECONCILIATIONS(1)
(Unaudited)
| Fiscal year ended April 25, 2025 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (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 EPS | Effective Tax Rate | |||||||||
| GAAP | $ | 33,537 | $ | 11,632 | 65.3 | % | $ | 5,955 | 17.8 | % | $ | 5,628 | $ | 4,662 | $ | 3.61 | 16.6 | % |
| Non-GAAP Adjustments: | ||||||||||||||||||
| Amortization of intangible assets(2) | — | — | — | 1,807 | 5.3 | 1,807 | 1,471 | 1.14 | 18.5 | |||||||||
| Restructuring and associated costs(3) | — | (26) | 0.1 | 303 | 0.9 | 303 | 238 | 0.18 | 21.5 | |||||||||
| Acquisition and divestiture-related items(4) | — | (38) | 0.1 | 124 | 0.4 | 124 | 101 | 0.08 | 18.5 | |||||||||
| Certain litigation charges, net | — | — | — | 317 | 0.9 | 317 | 249 | 0.19 | 21.5 | |||||||||
| (Gain)/loss on minority investments(5) | — | — | — | — | — | 213 | 185 | 0.14 | 12.2 | |||||||||
| Medical device regulations(6) | — | (38) | 0.1 | 52 | 0.2 | 52 | 42 | 0.03 | 19.2 | |||||||||
| Other(7) | 90 | — | 0.2 | 90 | 0.3 | 90 | 70 | 0.05 | 22.2 | |||||||||
| Certain tax adjustments, net(8) | — | — | — | — | — | — | 62 | 0.05 | — | |||||||||
| Non-GAAP | $ | 33,627 | $ | 11,530 | 65.7 | % | $ | 8,648 | 25.7 | % | $ | 8,533 | $ | 7,079 | $ | 5.49 | 16.7 | % |
| Currency impact | 245 | (98) | 0.5 | 365 | 0.9 | 0.22 | ||||||||||||
| Currency Adjusted | $ | 33,872 | $ | 11,432 | 66.2 | % | $ | 9,013 | 26.6 | % | $ | 5.71 | ||||||
| Fiscal year ended April 26, 2024 | ||||||||||||||||||
| (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 EPS | Effective Tax Rate | |||||||||
| GAAP | $ | 32,364 | $ | 11,216 | 65.3 | % | $ | 5,144 | 15.9 | % | $ | 4,837 | $ | 3,676 | $ | 2.76 | 23.4 | % |
| Non-GAAP Adjustments: | ||||||||||||||||||
| Amortization of intangible assets | — | — | — | 1,693 | 5.2 | 1,693 | 1,435 | 1.08 | 15.2 | |||||||||
| Restructuring and associated costs(3) | — | (55) | 0.2 | 389 | 1.2 | 389 | 323 | 0.24 | 17.0 | |||||||||
| Acquisition and divestiture-related items(9) | — | (100) | 0.3 | 777 | 2.4 | 777 | 664 | 0.50 | 14.5 | |||||||||
| Certain litigation charges, net | — | — | — | 149 | 0.5 | 149 | 118 | 0.09 | 20.8 | |||||||||
| (Gain)/loss on minority investments(5) | — | — | — | — | — | 308 | 305 | 0.23 | 0.6 | |||||||||
| Medical device regulations(6) | — | (81) | 0.3 | 119 | 0.4 | 119 | 97 | 0.07 | 18.5 | |||||||||
| Certain tax adjustments, net(10) | — | — | — | — | — | — | 299 | 0.22 | — | |||||||||
| Non-GAAP | $ | 32,364 | $ | 10,980 | 66.1 | % | $ | 8,272 | 25.6 | % | $ | 8,273 | $ | 6,918 | $ | 5.20 | 16.0 | % |
See description of non-GAAP financial measures contained in the press release dated May 21, 2025.
(1)The data in this schedule has been intentionally rounded to the nearest million or $0.01 for EPS figures, and, therefore, may not sum.
(2)The Company recognized $151 million of accelerated amortization on certain intangible assets related to product line exits within the Cardiovascular Segment.
(3)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.
(4)The charges primarily include exit of business-related charges, changes in fair value of contingent consideration, business combination costs, and gains related to certain business or asset sales.
(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 incremental costs of complying with the new European Union medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses. We consider these costs to be duplicative of previously incurred costs and/or one-time costs, which are limited to a specific time period.
(7)Reflects the recognition of incremental Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015.
(8)Primarily relates to amortization of previously established deferred tax assets from intercompany intellectual property transactions.
(9)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 PMRI businesses.
(10)The net charge primarily relates to an income tax reserve adjustment associated with the June 2023, Israeli Central-Lod District Court decision and the establishment of a valuation allowance against certain net operating losses which were partially offset by a benefit from the change in a Swiss Cantonal tax rate associated with previously established deferred tax assets from intercompany intellectual property transactions and the step up in tax basis for Swiss Cantonal purposes.
MEDTRONIC PLC
GAAP TO NON-GAAP RECONCILIATIONS(1)
(Unaudited)
| Three months ended April 25, 2025 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (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 (Inc.)/Exp., net as a % of Net Sales | Other Non-Operating Expense (Income), net | ||||||||
| GAAP | $ | 8,927 | $ | 2,721 | 30.5 | % | $ | 684 | 7.7 | % | $ | 15 | 0.2 | % | $ | 1 |
| Non-GAAP Adjustments: | ||||||||||||||||
| Acquisition and divestiture-related items(2) | — | (21) | (0.2) | — | — | (67) | (0.8) | — | ||||||||
| Medical device regulations(3) | — | — | — | (4) | — | — | — | — | ||||||||
| (Gain)/loss on minority investments(4) | — | — | — | — | — | — | — | (172) | ||||||||
| Non-GAAP | $ | 8,927 | $ | 2,699 | 30.2 | % | $ | 680 | 7.6 | % | $ | (52) | (0.6) | % | $ | (171) |
| Fiscal year ended April 25, 2025 | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (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 (Inc.)/Exp., net as a % of Net Sales | Other Non-Operating Income, net | ||||||||
| GAAP | $ | 33,537 | $ | 10,849 | 32.3 | % | $ | 2,732 | 8.1 | % | $ | (23) | (0.1) | % | $ | (402) |
| Non-GAAP Adjustments: | ||||||||||||||||
| Restructuring and associated costs(5) | — | (10) | — | — | — | — | — | — | ||||||||
| Acquisition and divestiture-related items(2) | — | (60) | (0.2) | — | — | (25) | (0.1) | — | ||||||||
| Medical device regulations(3) | — | (1) | — | (14) | — | — | — | — | ||||||||
| Other(6) | 90 | — | — | — | — | — | — | — | ||||||||
| (Gain)/loss on minority investments(4) | — | — | — | — | — | — | — | (213) | ||||||||
| Non-GAAP | $ | 33,627 | $ | 10,778 | 32.1 | % | $ | 2,719 | 8.1 | % | $ | (47) | (0.1) | % | $ | (615) |
See description of non-GAAP financial measures contained in the press release dated May 21, 2025.
(1)The data in this schedule has been intentionally rounded to the nearest million, and, therefore, may not sum.
(2)The charges primarily include exit of business-related charges and changes in fair value of contingent consideration. The fiscal year ended April 25, 2025 includes business combination costs and gains related to certain business or asset sales.
(3)The charges represent estimated incremental costs of complying with the new European Union medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses. We consider these costs to be duplicative of previously incurred costs and/or one-time costs, which are limited to a specific time period.
(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)Associated costs primarily include salaries and wages for employees supporting the restructuring activities, consulting expenses, asset write-offs, and contract terminations.
(6)Reflects the recognition of incremental Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015.
MEDTRONIC PLC
GAAP TO NON-GAAP RECONCILIATIONS(1)
(Unaudited)
| Fiscal Year | ||||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | |||
| Net cash provided by operating activities | $ | 7,044 | $ | 6,787 | $ | 6,039 |
| Additions to property, plant, and equipment | (1,859) | (1,587) | (1,459) | |||
| Free Cash Flow(2) | $ | 5,185 | $ | 5,200 | $ | 4,580 |
See description of non-GAAP financial measures contained in the press release dated May 21, 2025.
(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.
MEDTRONIC PLC
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (in millions) | April 25, 2025 | April 26, 2024 | ||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 2,218 | $ | 1,284 |
| Investments | 6,747 | 6,721 | ||
| Accounts receivable, less allowances and credit losses of $199 and $173, respectively | 6,515 | 6,128 | ||
| Inventories | 5,476 | 5,217 | ||
| Other current assets | 2,858 | 2,584 | ||
| Total current assets | 23,814 | 21,935 | ||
| Property, plant, and equipment, net | 6,837 | 6,131 | ||
| Goodwill | 41,737 | 40,986 | ||
| Other intangible assets, net | 11,667 | 13,225 | ||
| Tax assets | 4,040 | 3,657 | ||
| Other assets | 3,584 | 4,047 | ||
| Total assets | $ | 91,680 | $ | 89,981 |
| LIABILITIES AND EQUITY | ||||
| Current liabilities: | ||||
| Current debt obligations | $ | 2,874 | $ | 1,092 |
| Accounts payable | 2,449 | 2,410 | ||
| Accrued compensation | 2,514 | 2,375 | ||
| Accrued income taxes | 1,358 | 1,330 | ||
| Other accrued expenses | 3,683 | 3,582 | ||
| Total current liabilities | 12,879 | 10,789 | ||
| Long-term debt | 25,642 | 23,932 | ||
| Accrued compensation and retirement benefits | 1,158 | 1,101 | ||
| Accrued income taxes | 1,574 | 1,859 | ||
| Deferred tax liabilities | 403 | 515 | ||
| Other liabilities | 1,769 | 1,365 | ||
| Total liabilities | 43,424 | 39,561 | ||
| Commitments and contingencies | ||||
| Shareholders’ equity: | ||||
| Ordinary shares— par value $0.0001, 2.6 billion shares authorized, 1,281,934,628 and 1,311,337,531 shares issued and outstanding, respectively | — | — | ||
| Additional paid-in capital | 20,833 | 23,129 | ||
| Retained earnings | 31,476 | 30,403 | ||
| Accumulated other comprehensive loss | (4,284) | (3,318) | ||
| Total shareholders’ equity | 48,024 | 50,214 | ||
| Noncontrolling interests | 232 | 206 | ||
| Total equity | 48,256 | 50,420 | ||
| Total liabilities and equity | $ | 91,680 | $ | 89,981 |
The data in this schedule has been intentionally rounded to the nearest million, and, therefore, may not sum.
MEDTRONIC PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Fiscal Year | ||||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | |||
| Operating Activities: | ||||||
| Net income | $ | 4,691 | $ | 3,705 | $ | 3,784 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 2,861 | 2,647 | 2,697 | |||
| Provision for credit losses | 123 | 90 | 73 | |||
| Deferred income taxes | (316) | (508) | (226) | |||
| Stock-based compensation | 429 | 393 | 355 | |||
| Loss on debt extinguishment | — | — | 53 | |||
| Asset impairments and related inventory write-downs | — | 371 | — | |||
| Other, net | 310 | 573 | 270 | |||
| Change in operating assets and liabilities, net of acquisitions and divestitures: | ||||||
| Accounts receivable, net | (433) | (391) | (576) | |||
| Inventories | (292) | (139) | (939) | |||
| Accounts payable and accrued liabilities | 209 | 391 | 696 | |||
| Other operating assets and liabilities | (538) | (345) | (148) | |||
| Net cash provided by operating activities | 7,044 | 6,787 | 6,039 | |||
| Investing Activities: | ||||||
| Acquisitions, net of cash acquired | (98) | (211) | (1,867) | |||
| Additions to property, plant, and equipment | (1,859) | (1,587) | (1,459) | |||
| Purchases of investments | (8,226) | (7,748) | (7,514) | |||
| Sales and maturities of investments | 8,495 | 7,441 | 7,343 | |||
| Other investing activities, net | (249) | (261) | 4 | |||
| Net cash used in investing activities | (1,937) | (2,366) | (3,493) | |||
| Financing Activities: | ||||||
| Change in current debt obligations, net | (1,070) | 1,073 | — | |||
| Proceeds from short-term borrowings (maturities greater than 90 days) | — | — | 2,284 | |||
| Repayments from short-term borrowings (maturities greater than 90 days) | — | — | (2,279) | |||
| Issuance of long-term debt | 3,209 | — | 5,409 | |||
| Payments on long-term debt | — | — | (6,012) | |||
| Dividends to shareholders | (3,589) | (3,666) | (3,616) | |||
| Issuance of ordinary shares | 508 | 284 | 308 | |||
| Repurchase of ordinary shares | (3,235) | (2,138) | (645) | |||
| Other financing activities | (184) | (3) | (409) | |||
| Net cash used in financing activities | (4,361) | (4,450) | (4,960) | |||
| Effect of exchange rate changes on cash and cash equivalents | 188 | (230) | 243 | |||
| Net change in cash and cash equivalents | 934 | (259) | (2,171) | |||
| Cash and cash equivalents at beginning of period | 1,284 | 1,543 | 3,714 | |||
| Cash and cash equivalents at end of period | $ | 2,218 | $ | 1,284 | $ | 1,543 |
| Supplemental Cash Flow Information | ||||||
| Cash paid for: | ||||||
| Income taxes | $ | 1,819 | $ | 1,622 | $ | 1,548 |
| Interest | 762 | 826 | 606 |
The data in this schedule has been intentionally rounded to the nearest million, and, therefore, may not sum.
23
Document
Exhibit 99.2
NEWS RELEASE
FOR IMMEDIATE RELEASE
Medtronic announces intent to separate Diabetes business
Enables intense focus on highest margin growth drivers where Medtronic has leading core competencies
Leading, scaled, direct-to-consumer Diabetes business poised to become standalone company; only company with a complete ecosystem to address intensive insulin management
GALWAY, Ireland – May 21, 2025 – Medtronic plc (NYSE: MDT), a global leader in healthcare technology, today announced its intent to separate its Diabetes business into a new standalone company ("New Diabetes Company"). This strategic decision for both Medtronic and New Diabetes Company will create a more focused Medtronic, with a more simplified portfolio in high margin growth markets. At the same time, it will create an independent, scaled leader in Diabetes, focused on accelerating innovation and differentiated as the only company to commercialize a complete ecosystem to address intensive insulin management.
The separation is expected to be completed within 18 months through a series of capital markets transactions, with a preferred path of an initial public offering (IPO) and
subsequent split-off. The separation is expected to unlock value for Medtronic and its shareholders, as it creates a New Diabetes Company shareholder base more aligned with its financial profile and is expected to be accretive to Medtronic gross margin, operating margin, and earnings per share (EPS).
Medtronic
Medtronic, a global leader in MedTech, has leading franchises in attractive MedTech markets and following this separation, it will become even more focused on innovation-driven growth and category leadership for healthcare systems and physician customers. Medtronic is taking action with decisive ongoing portfolio management and capital allocation to shift more focus to its highest profitable growth drivers tied to its core strengths. The company is building momentum with its growth drivers, advancing its innovation pipeline and “in the moment” product launches, including pulsed field ablation, renal denervation, implantable tibial neuromodulation, and soft tissue robotics. Following the separation, Medtronic will have enhanced benefit from its scale and strategic commercial, manufacturing, and technology synergies. Combined, these are expected to drive durable, mid-single digit or higher organic revenue growth and accelerate earnings leverage.
New Diabetes Company
New Diabetes Company will be a leading, scaled direct-to-consumer Diabetes business—uniquely positioned as the only company to commercialize a complete intensive insulin management ecosystem—giving people the freedom to forget diabetes and live their best lives. This separation is expected to enable more focused investment into New Diabetes Company’s pipeline, as well as manufacturing scale and automation, positioning the company for success in Automated Insulin Delivery and Smart MDI, while driving margin expansion over time. The independent New Diabetes Company will have a shareholder base aligned with its business and financial profile.
The Diabetes business is currently a team of more than 8,000 employees worldwide, with a global commercial footprint and dedicated innovation, manufacturing, clinical, and
quality systems. Que Dallara, current EVP and president of Medtronic Diabetes, will become CEO of New Diabetes Company.
"This marks a significant milestone in driving both Medtronic and the Diabetes business to achieve lasting value for Medtronic, our shareholders, customers, and patients," said Geoff Martha, chairman and CEO of Medtronic. "Active portfolio management is an important lever to delivering on our ongoing growth and success, and this decision shifts the Medtronic portfolio to have intense focus on our highest margin growth drivers where we have our strongest core competencies. I’m also excited about what the future holds for the Diabetes business. Que’s impressive track record in driving growth and innovation has set Diabetes on a path to continued success, ensuring the needs of individuals with diabetes are met around the globe.”
“I’m incredibly grateful to Geoff for his vision and commitment to investing in the Diabetes business — we wouldn’t be where we are without his unwavering support,” said Dallara. “As we embark on this exciting new chapter, we celebrate the tireless efforts and dedication of our teams. Their passion and perseverance have brought us to this pivotal moment. Together, we’re poised to transform lives, giving people the freedom to forget diabetes and live their best lives.”
Financial Details
The Diabetes business represented 8% of Medtronic revenue and 4% of Medtronic segment operating profit in fiscal year 2025. Upon completion, the separation is expected to improve Medtronic adjusted gross margin by approximately 50 basis points, adjusted operating margins by approximately 100 basis points, and be immediately accretive to adjusted EPS. The separation is expected to provide the ability to retire Medtronic shares outstanding without reducing cash, resulting in EPS accretion and a reduction in the dividend liability for Medtronic, enabling increased growth-accretive investment. Medtronic expects its dividend per share to remain unchanged pre- and post-transaction with no change to its dividend policy.
Transaction Details
The capital markets separation will create an independent, publicly traded company. The company’s preferred path for the separation is an IPO of New Diabetes Company, with a subsequent split-off transaction. This is expected to appropriately capitalize New Diabetes Company and provide the ability to retire shares in Medtronic. The separation is generally expected to be tax-free to Medtronic shareholders for U.S. federal income tax purposes. The separation will include the Diabetes business employees, product portfolio, pipeline, intellectual property, strategic partnerships, and global manufacturing facilities.
Medtronic is targeting completion of the planned separation within 18 months, subject to customary conditions, including favorable market conditions, consultations with works councils and other employee representative bodies, final approval from the Medtronic Board of Directors, receipt of a favorable opinion with respect to the tax-free nature of the transaction for U.S. federal income tax purposes, and receipt of applicable regulatory approvals.
Goldman Sachs & Co. LLC and BofA Securities, Inc. are acting as financial advisors to Medtronic in its review of strategic alternatives for the New Diabetes Company. Cleary Gottlieb Steen & Hamilton LLP and Baker McKenzie are acting as legal counsel, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as special tax counsel, to Medtronic, and Davis Polk & Wardwell LLP is acting as legal counsel to the financial advisors.
Video Webcast Information
Medtronic will host a video webcast today, May 21, at 8:00 a.m. EDT (7:00 a.m. CDT) to discuss this planned separation together with its fourth quarter and fiscal year 2025 financial results. This webcast can be accessed by clicking on the Quarterly Earnings icon at investorrelations.medtronic.com. 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 Past Events and Presentations link under the News & Events drop-down at investorrelations.medtronic.com.
About Medtronic
Bold thinking. Bolder actions. We are Medtronic. Medtronic plc, headquartered in Galway, Ireland, is the leading global healthcare technology company that boldly attacks the most challenging health problems facing humanity by searching out and finding solutions. Our Mission — to alleviate pain, restore health, and extend life — unites a global team of 95,000+ passionate people across more than 150 countries. Our technologies and therapies treat 70 health conditions and include cardiac devices, surgical robotics, insulin pumps, surgical tools, patient monitoring systems, and more. Powered by our diverse knowledge, insatiable curiosity, and desire to help all those who need it, we deliver innovative technologies that transform the lives of two people every second, every hour, every day. Expect more from us as we empower insight-driven care, experiences that put people first, and better outcomes for our world. In everything we do, we are engineering the extraordinary. For more information on Medtronic (NYSE: MDT), visit www.Medtronic.com and follow on LinkedIn.
Cautions Regarding 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 Medtronic’s ability to satisfy the necessary conditions to consummate the separation of its Diabetes business on a timely basis or at all, Medtronic’s ability to successfully separate its Diabetes business and realize the anticipated benefits from the separation (including consummating the transaction on a basis that is generally tax-free to shareholders), New Diabetes Company’s ability to succeed as a standalone publicly traded company, competitive factors, difficulties and delays inherent in the development, manufacturing, marketing and sale of medical products, government regulation, geopolitical conflicts, changing global trade policies, 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. 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. While a split-off is the company’s current preferred separation structure, a final decision has not been reached at this time. The separation is expected to occur through a series of capital markets transactions, which may include a spin-off, split-off, offering, or combination thereof, of the company’s remaining shareholding in New Diabetes Company.
Contacts
Erika Winkels
Public Relations
+1-763-526-8478
Ryan Weispfenning
Investor Relations
+1-763-505-4626