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): August 18, 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 |
| 0.000% 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 August 19, 2025, Medtronic plc, a public limited company organized under the laws of Ireland, issued a press release announcing its first quarter fiscal year 2026 financial results. A copy of the press release is furnished as Exhibit 99.1 to this report.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
On August 18, 2025, the Board of Directors (Board) of Medtronic plc (Company) increased the size of the Board from 11 to 13 and appointed John Groetelaars and William Jellison as new directors of the Company, in each case, effective as of August 19, 2025. Mr. Jellison has been appointed to serve on the newly created Growth committee of the Board and the newly created Operations committee of the Board, and Mr. Groetelaars has been appointed to serve on the newly created Growth committee of the Board.
In connection with the appointment of Messrs. Groetelaars and Jellison to the Board, pursuant to the Company’s non-employee director compensation policy, Messrs. Groetelaars and Jellison will each be eligible to receive an annual cash retainer and a director equity grant, in each case as described under “Corporate Governance—Director Compensation” in the Company’s Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 5, 2025.
There were no arrangements or understandings between either Mr. Groetelaars and any other persons pursuant to which he was selected as a director, and neither Mr. Groetelaars nor any of his immediate family has been a party to any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
Similarly, there were no arrangements or understandings between Mr. Jellison and any other persons pursuant to which he was selected as a director, and neither Mr. Jellison nor any of his immediate family has been a party to any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
A press release announcing the appointments of Mr. Groetelaars and Mr. Jellison was issued on August 19, 2025. A copy of such press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01. | Exhibits. |
|---|
(d) List of Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | First quarter and fiscal year 2026 earnings press release of Medtronic plc, dated August 19, 2025 |
| 99.2 | Press release of Medtronic plc, dated August 19, 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: August 19, 2025 | Thierry Piéton | |
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | First quarter and fiscal year 2026 earnings press release of Medtronic plc, dated August 19, 2025 |
| 99.2 | Press release of Medtronic plc, dated August 19, 2025 |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
Document
Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
Medtronic reports first quarter
fiscal 2026 financial results
11th quarter in a row of mid-single digit organic revenue growth;
Poised to accelerate growth
GALWAY, Ireland – August 19, 2025 – Medtronic plc (NYSE: MDT), a global leader in healthcare technology, today announced financial results for its first quarter (Q1) of fiscal year 2026 (FY26), which ended July 25, 2025.
Key Highlights
•Revenue of $8.6 billion, adjusted revenue of $8.5 billion, increased 8.4% as reported and 4.8% organic
•GAAP diluted EPS of $0.81 increased 1%; non-GAAP diluted EPS of $1.26 increased 2%
•Company raises FY26 EPS guidance; reiterates FY26 organic revenue growth guidance
•Cardiac Ablation Solutions revenue increased nearly 50%, including 72% in the US, on strength of pulsed field ablation (PFA) products
•U.S. Centers for Medicare & Medicaid Services (CMS) posted proposed National Coverage Determination (NCD) for the Symplicity Spyral™ system for hypertension; final NCD expected on or before October 8, 2025
•Received CE Mark for LigaSure™ RAS vessel-sealing technology on Hugo™ robotic-assisted surgery (RAS) system
“We delivered another consistent quarter of mid-single digit organic revenue growth, with broad strength from several innovative product categories, including Pulsed Field Ablation, Transcatheter Valves, Neuromodulation, Diabetes, and Leadless Pacing,” said Geoff Martha, Medtronic chairman and chief executive officer. “We’re confident and well positioned to accelerate our revenue growth in the second half of our fiscal year, as we make meaningful progress on our major growth drivers.”
Financial Results
Medtronic reported Q1 worldwide revenue of $8.578 billion and adjusted revenue of $8.539 billion, an increase of 8.4% as reported and 4.8% on an organic basis. The organic revenue growth comparison excludes:
•Other revenue of $72 million in the current year and -$52 million in the prior year; and
•Foreign currency benefit of $159 million on the remaining segments.
Q1 revenue by segment included:
•Cardiovascular Portfolio revenue of $3.285 billion increased 9.3% as reported and 7.0% organic, with a high-single digit increase in Cardiac Rhythm & Heart Failure, mid-single digit increase in Structural Heart & Aortic, and low-single digit increase in Coronary & Peripheral Vascular, all on an organic basis;
•Neuroscience Portfolio revenue of $2.416 billion increased 4.3% reported and 3.1% organic, with a high-single digit increase in Neuromodulation and mid-single digit increase in Cranial & Spinal Technologies, offset by a low-single digit decrease in Specialty Therapies, all on an organic basis;
•Medical Surgical Portfolio revenue of $2.083 billion grew 4.4% as reported and 2.4% organic, with low-single digit organic growth in both Surgical & Endoscopy and Acute Care & Monitoring; and
•Diabetes business revenue of $721 million increased 11.5% as reported and 7.9% organic.
Q1 GAAP operating profit and operating margin were $1.445 billion and 16.8%, respectively, increases of 13% and 70 basis points, respectively. As detailed in the financial schedules included at the end of the release, Q1 non-GAAP operating profit and operating margin were $2.016 billion and 23.6%, respectively, an increase of 3% and decrease of 80 basis points, respectively.
Q1 GAAP net income and diluted earnings per share (EPS) were $1.040 billion and $0.81, respectively, flat and an increase of 1%, respectively. As detailed in the financial schedules included at the end of this release, Q1 non-GAAP net income and non-GAAP diluted EPS were $1.626 billion and $1.26, respectively, both increases of 2%. Non-GAAP diluted EPS had no impact from foreign currency translation.
Guidance
The company today reiterated its FY26 revenue growth and raised its FY26 EPS guidance.
The company continues to expect 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, assuming recent foreign currency exchange rates, FY26 revenue growth on a reported basis would be in the range of 6.5% to 6.8%.
Excluding the potential impact from tariffs, Medtronic now expects underlying FY26 diluted non-GAAP EPS growth to be approximately 4.5% versus the prior guidance of approximately 4%. Including the reduced potential impact from tariffs of approximately
$185 million versus the prior range of approximately $200 million to $350 million, Medtronic is raising its FY26 diluted non-GAAP EPS guidance to the new range of $5.60 to $5.66 versus the prior range of $5.50 to $5.60.
“As a result of our Q1 EPS outperformance and improved tariff impact assumption, we are raising our full year EPS guidance,” said Thierry Piéton, Medtronic chief financial officer. “Our confidence continues to increase as we advance our revenue growth drivers and execute on efficiencies in manufacturing, supply chain, and operating expenses to drive earnings growth, and increase our growth investments in R&D, sales, and marketing, all with a deliberate focus on creating long-term shareholder value.”
Video Webcast Information
Medtronic will host a video webcast today, August 19, 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.
Financial Schedules
The first quarter 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 2025, 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, divestitures, or other significant discrete items. 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 |
|---|---|
| World Wide Revenue | 9 |
| U.S. Revenue | 10 |
| International Revenue | 11 |
| Consolidated Statements of Income | 12 |
| GAAP to Non-GAAP Reconciliations | 13 |
| Consolidated Statements of Cash Flows | 16 |
MEDTRONIC PLC
WORLD WIDE REVENUE(1)
(Unaudited)
| FIRST QUARTER | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REPORTED | ORGANIC | |||||||||||||
| (in millions) | FY26 | FY25 | Growth | Currency Impact(4) | FY26(5) | FY25(5) | Growth | |||||||
| Cardiovascular | $ | 3,285 | $ | 3,007 | 9.3 | % | $ | 68 | $ | 3,217 | $ | 3,007 | 7.0 | % |
| Cardiac Rhythm & Heart Failure | 1,712 | 1,535 | 11.5 | 37 | 1,676 | 1,535 | 9.1 | |||||||
| Structural Heart & Aortic | 930 | 856 | 8.7 | 22 | 908 | 856 | 6.1 | |||||||
| Coronary & Peripheral Vascular | 643 | 616 | 4.5 | 10 | 633 | 616 | 2.9 | |||||||
| Neuroscience | 2,416 | 2,317 | 4.3 | 27 | 2,389 | 2,317 | 3.1 | |||||||
| Cranial & Spinal Technologies | 1,211 | 1,147 | 5.5 | 12 | 1,199 | 1,147 | 4.5 | |||||||
| Specialty Therapies | 702 | 713 | (1.5) | 9 | 694 | 713 | (2.7) | |||||||
| Neuromodulation | 504 | 457 | 10.2 | 7 | 496 | 457 | 8.6 | |||||||
| Medical Surgical | 2,083 | 1,996 | 4.4 | 40 | 2,044 | 1,996 | 2.4 | |||||||
| Surgical & Endoscopy | 1,612 | 1,544 | 4.4 | 32 | 1,580 | 1,544 | 2.3 | |||||||
| Acute Care & Monitoring | 471 | 452 | 4.3 | 8 | 464 | 452 | 2.6 | |||||||
| Diabetes | 721 | 647 | 11.5 | 23 | 698 | 647 | 7.9 | |||||||
| Total Reportable Segments | 8,506 | 7,967 | 6.8 | 159 | 8,347 | 7,967 | 4.8 | |||||||
| Other(2) | 72 | (52) | NM(3) | 3 | — | — | — | |||||||
| TOTAL | $ | 8,578 | $ | 7,915 | 8.4 | % | $ | 162 | $ | 8,347 | $ | 7,967 | 4.8 | % |
(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 the historical operations and ongoing transition agreements from businesses the Company has exited or divested and adjustments to the Company's Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court and the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015.
(3)Not meaningful (NM)
(4)The currency impact to revenue measures the change in revenue between current and prior year periods using constant exchange rates.
(5)The three months ended July 25, 2025 includes $231 million of revenue adjustments, including $33 million of inorganic revenue for the transition activity noted in (2), $39 million reduction in the Italian payback accruals due to changes in estimates further described in note (2), and $159 million of favorable currency impact on the remaining segments. The three months ended July 26, 2024 excludes $52 million of revenue adjustments related to $90 million of incremental Italian payback accruals further described in note (2) and $38 million of inorganic revenue related to the transition activity noted in (2).
MEDTRONIC PLC
U.S. REVENUE(1)(2)
(Unaudited)
| FIRST QUARTER | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REPORTED | ORGANIC | |||||||||||
| (in millions) | FY26 | FY25 | Growth | FY26 | FY25 | Growth | ||||||
| Cardiovascular | $ | 1,479 | $ | 1,403 | 5.5 | % | $ | 1,479 | $ | 1,403 | 5.5 | % |
| Cardiac Rhythm & Heart Failure | 834 | 766 | 8.9 | 834 | 766 | 8.9 | ||||||
| Structural Heart & Aortic | 371 | 368 | 0.8 | 371 | 368 | 0.8 | ||||||
| Coronary & Peripheral Vascular | 274 | 268 | 2.1 | 274 | 268 | 2.1 | ||||||
| Neuroscience | 1,624 | 1,565 | 3.8 | 1,624 | 1,565 | 3.8 | ||||||
| Cranial & Spinal Technologies | 890 | 855 | 4.1 | 890 | 855 | 4.1 | ||||||
| Specialty Therapies | 393 | 398 | (1.3) | 393 | 398 | (1.3) | ||||||
| Neuromodulation | 341 | 312 | 9.4 | 341 | 312 | 9.4 | ||||||
| Medical Surgical | 884 | 881 | 0.4 | 884 | 881 | 0.4 | ||||||
| Surgical & Endoscopy | 622 | 630 | (1.3) | 622 | 630 | (1.3) | ||||||
| Acute Care & Monitoring | 263 | 251 | 4.5 | 263 | 251 | 4.5 | ||||||
| Diabetes | 217 | 215 | 0.9 | 217 | 215 | 0.9 | ||||||
| Total Reportable Segments | 4,205 | 4,064 | 3.5 | 4,205 | 4,064 | 3.5 | ||||||
| Other(3) | 20 | 18 | 6.4 | — | — | — | ||||||
| TOTAL | $ | 4,224 | $ | 4,082 | 3.5 | % | $ | 4,205 | $ | 4,064 | 3.5 | % |
(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 historical operations and ongoing transition agreements from businesses the Company has exited or divested.
MEDTRONIC PLC
INTERNATIONAL REVENUE(1)
(Unaudited)
| FIRST QUARTER | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REPORTED | ORGANIC | |||||||||||||
| (in millions) | FY26 | FY25 | Growth | Currency Impact(4) | FY26(5) | FY25(5) | Growth | |||||||
| Cardiovascular | $ | 1,806 | $ | 1,604 | 12.6 | % | $ | 68 | $ | 1,737 | $ | 1,604 | 8.3 | % |
| Cardiac Rhythm & Heart Failure | 878 | 769 | 14.2 | 37 | 842 | 769 | 9.4 | |||||||
| Structural Heart & Aortic | 558 | 487 | 14.6 | 22 | 536 | 487 | 10.1 | |||||||
| Coronary & Peripheral Vascular | 369 | 347 | 6.3 | 10 | 359 | 347 | 3.4 | |||||||
| Neuroscience | 792 | 752 | 5.4 | 27 | 765 | 752 | 1.7 | |||||||
| Cranial & Spinal Technologies | 320 | 292 | 9.7 | 12 | 309 | 292 | 5.7 | |||||||
| Specialty Therapies | 309 | 314 | (1.7) | 9 | 301 | 314 | (4.4) | |||||||
| Neuromodulation | 163 | 146 | 11.9 | 7 | 156 | 146 | 6.9 | |||||||
| Medical Surgical | 1,199 | 1,115 | 7.5 | 40 | 1,159 | 1,115 | 4.0 | |||||||
| Surgical & Endoscopy | 990 | 915 | 8.3 | 32 | 958 | 915 | 4.8 | |||||||
| Acute Care & Monitoring | 209 | 200 | 4.1 | 8 | 201 | 200 | 0.2 | |||||||
| Diabetes | 504 | 432 | 16.7 | 23 | 481 | 432 | 11.4 | |||||||
| Total Reportable Segments | 4,301 | 3,903 | 10.2 | 159 | 4,142 | 3,903 | 6.1 | |||||||
| Other(2) | 53 | (70) | NM(3) | 3 | — | — | — | |||||||
| TOTAL | $ | 4,354 | $ | 3,832 | 13.6 | % | $ | 162 | $ | 4,142 | $ | 3,903 | 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 the historical operations and ongoing transition agreements from businesses the Company has exited or divested and adjustments to the Company's Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court and the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015.
(3)Not meaningful (NM)
(4)The currency impact to revenue measures the change in revenue between current and prior year periods using constant exchange rates.
(5)The three months ended July 25, 2025 includes $212 million of revenue adjustments, including $14 million of inorganic revenue for the transition activity noted in (2), $39 million reduction in the Italian payback accruals due to changes in estimates further described in note (2), and $159 million of favorable currency impact on the remaining segments. The three months ended July 26, 2024 excludes $70 million of revenue adjustments related to $90 million of incremental Italian payback accruals further described in note (2) and $19 million of inorganic revenue related to the transition activity noted in (2).
MEDTRONIC PLC
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Three months ended | ||||
|---|---|---|---|---|
| (in millions, except per share data) | July 25, 2025 | July 26, 2024 | ||
| Net sales | $ | 8,578 | $ | 7,915 |
| Costs and expenses: | ||||
| Cost of products sold, excluding amortization of intangible assets | 3,001 | 2,761 | ||
| Research and development expense | 726 | 676 | ||
| Selling, general, and administrative expense | 2,806 | 2,655 | ||
| Amortization of intangible assets | 459 | 414 | ||
| Restructuring charges, net | 45 | 47 | ||
| Certain litigation charges, net | 27 | 81 | ||
| Other operating expense, net | 70 | 1 | ||
| Operating profit | 1,445 | 1,278 | ||
| Other non-operating income, net | (33) | (157) | ||
| Interest expense, net | 176 | 167 | ||
| Income before income taxes | 1,302 | 1,268 | ||
| Income tax provision | 255 | 220 | ||
| Net income | 1,047 | 1,049 | ||
| Net income attributable to noncontrolling interests | (7) | (6) | ||
| Net income attributable to Medtronic | $ | 1,040 | $ | 1,042 |
| Basic earnings per share | $ | 0.81 | $ | 0.81 |
| Diluted earnings per share | $ | 0.81 | $ | 0.80 |
| Basic weighted average shares outstanding | 1,281.6 | 1,293.3 | ||
| Diluted weighted average shares outstanding | 1,287.1 | 1,296.5 |
The data in the schedule above has been intentionally rounded to the nearest million.
MEDTRONIC PLC
GAAP TO NON-GAAP RECONCILIATIONS(1)
(Unaudited)
| Three months ended July 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 | $ | 8,578 | $ | 3,001 | 65.0 | % | $ | 1,445 | 16.8 | % | $ | 1,302 | $ | 1,040 | $ | 0.81 | 19.6 | % |
| Non-GAAP Adjustments: | ||||||||||||||||||
| Amortization of intangible assets(2) | — | — | — | 459 | 5.5 | 459 | 374 | 0.29 | 18.5 | |||||||||
| Restructuring and associated costs(3) | — | (16) | 0.1 | 67 | 0.8 | 67 | 51 | 0.04 | 22.4 | |||||||||
| Acquisition and divestiture-related items(4) | — | (7) | — | 58 | 0.7 | 58 | 48 | 0.04 | 17.2 | |||||||||
| Certain litigation charges, net | — | — | — | 27 | 0.3 | 27 | 21 | 0.02 | 22.2 | |||||||||
| (Gain)/loss on minority investments(5) | — | — | — | — | — | 113 | 107 | 0.08 | 6.2 | |||||||||
| Other(6) | (39) | — | (0.2) | (39) | (0.5) | (39) | (30) | (0.02) | 20.5 | |||||||||
| Certain tax adjustments, net | — | — | — | — | — | — | 16 | 0.01 | — | |||||||||
| Non-GAAP | $ | 8,539 | $ | 2,979 | 65.1 | % | $ | 2,016 | 23.6 | % | $ | 1,987 | $ | 1,626 | $ | 1.26 | 17.8 | % |
| Currency impact | (159) | (46) | (0.1) | (10) | 0.3 | — | ||||||||||||
| Currency Adjusted | $ | 8,380 | $ | 2,933 | 65.0 | % | $ | 2,006 | 23.9 | % | $ | 1.26 | ||||||
| Three months ended July 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 | $ | 7,915 | $ | 2,761 | 65.1 | % | $ | 1,278 | 16.1 | % | $ | 1,268 | $ | 1,042 | $ | 0.80 | 17.4 | % |
| Non-GAAP Adjustments: | ||||||||||||||||||
| Amortization of intangible assets | — | — | — | 414 | 5.1 | 414 | 340 | 0.26 | 18.1 | |||||||||
| Restructuring and associated costs(3) | — | (9) | 0.1 | 62 | 0.8 | 62 | 51 | 0.04 | 19.4 | |||||||||
| Acquisition and divestiture-related items(4) | — | (10) | 0.1 | 12 | 0.1 | 12 | 11 | 0.01 | 8.3 | |||||||||
| Certain litigation charges, net | — | — | — | 81 | 1.0 | 81 | 68 | 0.05 | 16.0 | |||||||||
| (Gain)/loss on minority investments(5) | — | — | — | — | — | (17) | (17) | (0.01) | — | |||||||||
| Medical device regulations(7) | — | (11) | 0.1 | 14 | 0.2 | 14 | 11 | 0.01 | 21.4 | |||||||||
| Other(6) | 90 | — | 0.6 | 90 | 1.1 | 90 | 70 | 0.05 | 22.2 | |||||||||
| Certain tax adjustments, net | — | — | — | — | — | — | 17 | 0.01 | — | |||||||||
| Non-GAAP | $ | 8,004 | $ | 2,730 | 65.9 | % | $ | 1,953 | 24.4 | % | $ | 1,925 | $ | 1,592 | $ | 1.23 | 17.0 | % |
See description of non-GAAP financial measures contained in the press release dated August 19, 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 $45 million of accelerated amortization on certain intangible assets within the Cardiovascular Portfolio.
(3)The charges primarily relate to employee termination benefits and facility related and contract termination costs.
(4)The charges primarily include business combination costs, changes in fair value of contingent consideration, and exit of business-related charges. For the three months ended July 25, 2025, exit of business-related charges primarily relate to the impending separation of the Diabetes business and costs associated with the Company's June 2021 decision to stop the distribution and sale of the Medtronic HVAD System.
(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)Reflects adjustments to the Company's Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court and the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015.
(7)The charges represent incremental costs of complying with the new European Union (E.U.) 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.
MEDTRONIC PLC
GAAP TO NON-GAAP RECONCILIATIONS(1)
(Unaudited)
| Three months ended July 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 | $ | 8,578 | $ | 2,806 | 32.7 | % | $ | 726 | 8.5 | % | $ | 70 | 0.8 | % | $ | (33) |
| Non-GAAP Adjustments: | ||||||||||||||||
| Restructuring and associated costs(2) | — | (5) | — | — | — | — | — | — | ||||||||
| Acquisition and divestiture-related items(3) | — | (26) | (0.2) | — | — | (25) | (0.3) | — | ||||||||
| Other(4) | (39) | — | — | — | — | — | — | — | ||||||||
| (Gain)/loss on minority investments(5) | — | — | — | — | — | — | — | (113) | ||||||||
| Non-GAAP | $ | 8,539 | $ | 2,775 | 32.5 | % | $ | 725 | 8.5 | % | $ | 44 | 0.5 | % | $ | (146) |
See description of non-GAAP financial measures contained in the press release dated August 19, 2025.
(1)The data in this schedule has been intentionally rounded to the nearest million, and, therefore, may not sum.
(2)The charges primarily relate to employee termination benefits and facility related and contract termination costs.
(3)The charges primarily include changes in fair value of contingent consideration and exit of business-related charges, which primarily relate to the impending separation of the Diabetes business and costs associated with the Company's June 2021 decision to stop the distribution and sale of the Medtronic HVAD System.
(4)Reflects adjustments to the Company's Italian payback accruals resulting from the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015.
(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(1)
(Unaudited)
| Three months ended | ||||
|---|---|---|---|---|
| (in millions) | July 25, 2025 | July 26, 2024 | ||
| Net cash provided by operating activities | $ | 1,088 | $ | 986 |
| Additions to property, plant, and equipment | (504) | (520) | ||
| Free Cash Flow(2) | $ | 584 | $ | 466 |
See description of non-GAAP financial measures contained in the press release dated August 19, 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 STATEMENTS OF CASH FLOWS
(Unaudited)
| Three months ended | ||||
|---|---|---|---|---|
| (in millions) | July 25, 2025 | July 26, 2024 | ||
| Operating Activities: | ||||
| Net income | $ | 1,047 | $ | 1,049 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 748 | 662 | ||
| Provision for credit losses | 28 | 18 | ||
| Deferred income taxes | 167 | 88 | ||
| Stock-based compensation | 86 | 83 | ||
| Other, net | 159 | (9) | ||
| Change in operating assets and liabilities, net of acquisitions and divestitures: | ||||
| Accounts receivable, net | 288 | 110 | ||
| Inventories | (373) | (217) | ||
| Accounts payable and accrued liabilities | (598) | (604) | ||
| Other operating assets and liabilities | (464) | (194) | ||
| Net cash provided by operating activities | 1,088 | 986 | ||
| Investing Activities: | ||||
| Additions to property, plant, and equipment | (504) | (520) | ||
| Purchases of investments | (2,100) | (1,879) | ||
| Sales and maturities of investments | 2,010 | 2,157 | ||
| Other investing activities, net | (125) | (17) | ||
| Net cash used in investing activities | (719) | (259) | ||
| Financing Activities: | ||||
| Change in current debt obligations, net | 649 | (624) | ||
| Issuance of long-term debt | — | 3,209 | ||
| Payments on long-term debt | (1,162) | — | ||
| Dividends to shareholders | (910) | (898) | ||
| Issuance of ordinary shares | 95 | 89 | ||
| Repurchase of ordinary shares | (123) | (2,492) | ||
| Other financing activities, net | 70 | (15) | ||
| Net cash used in financing activities | (1,381) | (731) | ||
| Effect of exchange rate changes on cash and cash equivalents | 67 | 31 | ||
| Net change in cash and cash equivalents | (945) | 27 | ||
| Cash and cash equivalents at beginning of period | 2,218 | 1,284 | ||
| Cash and cash equivalents at end of period | $ | 1,273 | $ | 1,311 |
| Supplemental Cash Flow Information | ||||
| Cash paid for: | ||||
| Income taxes | $ | 402 | $ | 394 |
| Interest | 81 | 119 |
The data in this schedule has been intentionally rounded to the nearest million, and, therefore, may not sum.
16
Document
Exhibit 99.2
NEWS RELEASE
FOR IMMEDIATE RELEASE
Medtronic announces Board appointments and shareholder value creation initiatives to advance strategic priorities
Experienced executives John Groetelaars and Bill Jellison appointed to the Board of Directors
Board forms new Growth and Operating committees to sharpen focus on the company's ongoing strategic portfolio management, operational execution and capital allocation
Plan to host Investor Day in 2026
Initiatives follow constructive engagement with Elliott Management
GALWAY, Ireland – August 19, 2025 – Medtronic plc (NYSE: MDT), a global leader in healthcare technology, today announced the Medtronic Board of Directors has appointed John Groetelaars and Bill Jellison as independent directors, effective immediately.
Consistent with the company’s commitment to shareholder value creation, and to provide enhanced focus and urgency around Medtronic’s ongoing strategic portfolio management, operational improvement and capital allocation, the Board has formed the following special committees to align our governance with existing management focus areas and workstreams:
•The Growth Committee will be responsible for guiding the evaluation and execution of growth-accretive tuck-in M&A, organic R&D investments, and potential divestitures, including the continued execution of the recently announced plan to separate its Diabetes business.
•The Operating Committee will align governance with the company’s initiatives to optimize operational performance, deliver margin expansion, and drive sustained earnings acceleration, including actions company management is taking to improve efficiency in its global manufacturing, supply chain, and operations.
Chief Executive Officer and Chairman of the Board, Geoff Martha, will serve as Chair of both of the newly formed committees, and newly appointed directors, Groetelaars and Jellison, will also serve on one or both of the committees.
“I am pleased to welcome John and Bill to the Medtronic Board of Directors – each of whom brings decades of relevant experience delivering growth as executives and directors of public companies in the medical technology industry. John’s leadership managing global operations and Bill’s deep financial expertise will also be valuable to the boardroom," said Geoff Martha, chairman and chief executive officer. “We are at an exciting inflection point and in a period of strong momentum, with multiple growth drivers already delivering and additional breakthrough therapies set to launch in the months ahead. With the addition of these new Board members and the formation of these two new committees, we are accelerating our strategic growth priorities and advancing the simplification and optimization of our operations. The separation of MiniMed is an example of the important steps we’re taking to create a more focused and more profitable Medtronic. By sharpening our focus on high-margin growth opportunities, we
are well-positioned to deliver stronger performance and greater value for patients, customers, and shareholders.”
Medtronic will host an Investor Day in mid-calendar year 2026 at which the company will discuss the work of the Growth Committee and Operating Committee, including Medtronic’s go-forward strategic priorities and financial algorithm.
Today’s initiatives follow constructive dialogue with Elliott Investment Management
L.P. (“Elliott”).
Martha continued, “We appreciate our productive dialogue with Marc Steinberg and the Elliott team. The durable growth drivers now taking hold across several of our businesses are strengthening Medtronic’s trajectory and reinforcing our conviction in the company’s future. The Board believes Medtronic has the right strategies to build on this momentum and deliver sustained, superior returns for investors over the long-term.”
Elliott Partner Marc Steinberg said, “Our decision to become one of Medtronic’s largest investors was driven by our strong conviction that the company is entering a new chapter of exceptional value creation defined by accelerating growth, operational improvement and enhanced strategic clarity. We believe Medtronic’s recent innovations in some of the medical technology sector’s most attractive markets have positioned the company for an inflection in organic growth. Combined with its renewed focus on portfolio simplification and improved operational execution, Medtronic is set to deliver a sustainable acceleration in earnings growth as well.
Today’s announcements – including the addition of new directors with deep medical technology experience and the formation of two focused Board committees – are the right steps towards realizing Medtronic’s potential. We look forward to continuing our constructive partnership with Geoff Martha and the Board and to working closely together to realize this unique value-creation opportunity.”
Groetelaars and Jellison will be nominated to stand for election to the Board at Medtronic’s 2025 Annual General Meeting of Shareholders.
New Board Member Biographies
John Groetelaars brings more than 30 years of global leadership experience across a broad range of medical device sectors. Most recently, Groetelaars served as interim CEO for Dentsply Sirona, having previously served in a director role for the company. Prior to Dentsply Sirona, John was President & CEO at Hillrom from May 2018 until the company’s acquisition by Baxter International, Inc. in 2021. At Hillrom, he provided global leadership for a healthcare technology company with $3 billion in revenue and 10,000+ employees. Prior to joining Hillrom, Groetelaars served as executive vice president and president of the Interventional Segment at Becton, Dickinson and Company following its acquisition of C.R. Bard in December 2017.
Currently, Groetelaars serves as Chairman of the Board of Directors for Zeus Industrial Products. He is also a Board member for Parexel, a global clinical research organization.
Groetelaars earned a bachelor’s degree in Mechanical Engineering from Kettering University and an MBA from Columbia University.
William Jellison is a former medical technology executive and corporate finance expert. From 2013 to 2016, he served as the Vice President, Chief Financial Officer of Stryker Corporation, a global leader in medical technologies. Before joining Stryker, Jellison spent 15 years at Dentsply International in several leadership positions, including CFO. Jellison began his career with the Donnelly Corporation, holding multiple financial management and executive roles, including Vice President of Finance, Treasurer and Corporate Controller.
Jellison currently serves as a Senior Advisor for Astor Place Holdings, the Private Equity arm of Select Equities, and consults with other companies in the medical technology industry. He serves as a director of public companies Avient Corporation and Anika Therapeutics, Inc. as well as a director of private companies Solenis and Young Innovations.
Jellison received a B.A. in Business Administration from Hope College.
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 Medtronic on LinkedIn.
Any forward-looking statements are subject to risks and uncertainties such as those described in Medtronic's periodic reports on file with the Securities and Exchange Commission. Actual results may differ materially from anticipated results.
-end-
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