Medtronic plc (Form: 10-Q, Received: 09/01/2017 06:50:03)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q



x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 28, 2017

Commission File Number 001-36820



MEDTRONIC PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)

Ireland	98-1183488
(State of incorporation)	(I.R.S. Employer Identification No.)

20 On Hatch, Lower Hatch Street

Dublin 2, Ireland

(Address of principal executive offices) (Zip Code)

+353 1 438-1700

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer x	Accelerated filer o	Emerging growth company o
Non-accelerated filer o	Smaller Reporting Company o

If an emerging growth company, indicated 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 1(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

As of August 29, 2017, 1,354,591,435 ordinary shares, par value $0.0001, and 1,872 A preferred shares, par value $1.00, of the registrant were outstanding.

TABLE OF CONTENTS



Item	Description	Page

	PART I
1.	Financial Statements (unaudited)	1
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
3.	Quantitative and Qualitative Disclosures About Market Risk	63
4.	Controls and Procedures	64
	PART II
1.	Legal Proceedings	64
2.	Unregistered Sales of Equity Securities and Use of Proceeds	65
6.	Exhibits	65
	Signatures	66

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Medtronic plc

Consolidated Statements of Income

(Unaudited)



	Three months ended
(in millions, except per share data)	July 28, 2017			July 29, 2016
Net sales	$	7,390		$	7,166

Costs and expenses:
Cost of products sold	2,349			2,261
Research and development expense	548			556
Selling, general, and administrative expense	2,485			2,428
Restructuring charges, net	8			94
Certain litigation charges	—			82
Acquisition-related items	44			52
Divestiture-related items	47			—
Amortization of intangible assets	454			487
Other expense, net	66			39
Operating profit	1,389			1,167

Interest income	(92		)	(93		)
Interest expense	286			272
Interest expense, net	194			179
Income before provision for income taxes	1,195			988
Provision for income taxes	186			59
Net income	1,009			929
Net loss attributable to noncontrolling interests	7			—
Net income attributable to Medtronic	$	1,016		$	929

Basic earnings per share	$	0.75		$	0.67

Diluted earnings per share	$	0.74		$	0.66

Basic weighted average shares outstanding	1,361.9			1,392.2

Diluted weighted average shares outstanding	1,375.6			1,407.1

Cash dividends declared per ordinary share	$	0.46		$	0.43

The accompanying notes are an integral part of these consolidated financial statements .

Medtronic plc

Consolidated Statements of Comprehensive Income

(Unaudited)



	Three months ended
(in millions)	July 28, 2017			July 29, 2016
Net income	$	1,009		$	929

Other comprehensive income (loss), net of tax:
Unrealized gain on available-for-sale securities	30			115
Translation adjustment	831			(350		)
Net change in retirement obligations	(1		)	25
Unrealized (loss) gain on derivatives	(171		)	54
Other comprehensive income (loss)	689			(156		)
Comprehensive income including noncontrolling interests	1,698			773
Comprehensive loss attributable to noncontrolling interests	7			—
Comprehensive income attributable to Medtronic	$	1,705		$	773

The accompanying notes are an integral part of these consolidated financial statements.

Medtronic plc

Consolidated Balance Sheets

(Unaudited)



(in millions)	July 28, 2017			April 28, 2017
ASSETS

Current assets:
Cash and cash equivalents	$	4,691		$	4,967
Investments	8,397			8,741
Accounts receivable, less allowances of $168 and $155, respectively	5,784			5,591
Inventories, net	3,538			3,338
Other current assets	2,000			1,865
Current assets held for sale	369			371
Total current assets	24,779			24,873

Property, plant, and equipment	9,890			9,691
Accumulated depreciation	(5,503		)	(5,330		)
Property, plant, and equipment, net	4,387			4,361
Goodwill	39,196			38,515
Other intangible assets, net	23,006			23,407
Tax assets	1,598			1,509
Other assets	1,284			1,232
Noncurrent assets held for sale	6,000			5,919
Total assets	$	100,250		$	99,816

LIABILITIES AND EQUITY

Current liabilities:
Current debt obligations	$	8,058		$	7,520
Accounts payable	1,759			1,731
Accrued compensation	1,304			1,860
Accrued income taxes	717			633
Other accrued expenses	3,251			2,442
Current liabilities held for sale	59			34
Total current liabilities	15,148			14,220

Long-term debt	25,953			25,921
Accrued compensation and retirement benefits	1,663			1,641
Accrued income taxes	2,170			2,405
Deferred tax liabilities	2,610			2,978
Other liabilities	1,026			1,515
Noncurrent liabilities held for sale	893			720
Total liabilities	49,463			49,400

Commitments and contingencies (Notes 3 and 16)

Shareholders’ equity:
Ordinary shares— par value $0.0001	—			—
Additional paid-in capital	28,553			29,551
Retained earnings	24,043			23,356
Accumulated other comprehensive loss	(1,924		)	(2,613		)
Total shareholders’ equity	50,672			50,294
Noncontrolling interests	115			122
Total equity	50,787			50,416
Total liabilities and equity	$	100,250		$	99,816

The accompanying notes are an integral part of these consolidated financial statements.

Medtronic plc

Consolidated Statements of Cash Flows

(Unaudited)



	Three months ended
(in millions)	July 28, 2017			July 29, 2016
Operating Activities:
Net income	$	1,009		$	929
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	636			737
Amortization of debt premium, discount, and issuance costs	(10		)	7
Acquisition-related items	(1		)	(5		)
Provision for doubtful accounts	10			9
Deferred income taxes	58			32
Stock-based compensation	92			79
Other, net	6			(85		)
Change in operating assets and liabilities, net of acquisitions:
Accounts receivable, net	(88		)	196
Inventories, net	(164		)	(101		)
Accounts payable and accrued liabilities	(392		)	(298		)
Other operating assets and liabilities	(419		)	50
Net cash provided by operating activities	737			1,550
Investing Activities:
Acquisitions, net of cash acquired	—			(12		)
Additions to property, plant, and equipment	(278		)	(330		)
Purchases of investments	(615		)	(1,044		)
Sales and maturities of investments	971			1,104
Other investing activities, net	5			(2		)
Net cash provided by (used in) investing activities	83			(284		)
Financing Activities:
Acquisition-related contingent consideration	(3		)	(11		)
Change in current debt obligations, net	569			926
Issuance of long-term debt	18			33
Payments on long-term debt	(8		)	(17		)
Dividends to shareholders	(625		)	(599		)
Issuance of ordinary shares	143			214
Repurchase of ordinary shares	(1,233		)	(1,763		)
Other financing activities	(2		)	57
Net cash used in financing activities	(1,141		)	(1,160		)
Effect of exchange rate changes on cash and cash equivalents	45			78
Net change in cash and cash equivalents	(276		)	184
Cash and cash equivalents at beginning of period	4,967			2,876
Cash and cash equivalents at end of period	$	4,691		$	3,060
Supplemental Cash Flow Information
Cash paid for:
Income taxes	$	417		$	115
Interest	68			68

The accompanying notes are an integral part of these consolidated financial statements.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

1 . Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a fair presentation of results of operations, comprehensive income, financial condition, and cash flows in conformity with U.S. GAAP. In the opinion of management, the consolidated financial statements reflect all adjustments considered necessary for a fair statement of the results of Medtronic plc and its subsidiaries (Medtronic plc, Medtronic, or the Company) for the periods presented. Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year.

Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 28, 2017 .

The accompanying unaudited consolidated financial statements include the accounts of Medtronic plc, its wholly-owned subsidiaries, entities for which the Company has a controlling financial interest, and variable interest entities for which the Company is the primary beneficiary. Intercompany transactions and balances have been fully eliminated in consolidation.

The Company’s fiscal years 2018 , 2017 , and 2016 will end or ended on April 27, 2018 , April 28, 2017 , and April 29, 2016 , respectively.

2 . New Accounting Pronouncements

Recently Adopted

In March 2016, the Financial Accounting Standards Board (FASB) issued guidance to simplify the accounting for share-based payment transactions by requiring all excess tax benefits and deficiencies to be recognized in income tax expense or benefit in earnings; eliminating the requirement to classify the excess tax benefits and deficiencies as additional paid-in capital. Cash flows related to excess tax benefits are to be classified in operating activities in the statement of cash flows rather than financing. Under the new guidance, an entity makes an accounting policy election to either estimate the expected forfeiture awards or account for forfeitures as they occur. The standard also allows an entity to withhold up to the maximum statutory tax rate and classify the awards as equity. The Company prospectively adopted this guidance in the first quarter of fiscal year 2018. The Company has elected to continue to estimate forfeitures. The adoption of this guidance resulted in no cumulative adjustment to retained earnings and increases of $24 million to net income and $0.02 to diluted earnings per share for the three months ended July 28, 2017 .

In October 2016, the FASB issued guidance that requires the tax effect of intra-entity transactions, other than sales of inventory, to be recognized when the transaction occurs. Previously, U.S. GAAP prohibited the recognition of current and deferred income taxes associated with an intra-entity asset transfer until an asset had been sold to a third-party. This update requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset, such as equipment or intangibles, when the transfer occurs. The adoption of this pronouncement is to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company has early adopted this guidance, as permitted, in the first quarter of fiscal year 2018. As a result of this adoption, the Company increased its beginning retained earnings by $296 million . The adoption of this guidance also resulted in decreases of $25 million to net income and $0.02 to diluted earnings per share for the three months ended July 28, 2017 .

Not Yet Adopted

In May 2014, the FASB issued amended revenue recognition guidance to clarify the principles for recognizing revenue from contracts with customers. The guidance requires an entity to recognize revenue in an amount that reflects the consideration to which an entity expects to be entitled in exchange for the transfer of goods or services. The guidance also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2019, and may be applied either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of the change recognized at the date of initial application (modified retrospective method). The Company intends to adopt this guidance under the modified retrospective method. Based

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

on the Company's evaluation performed of the amended revenue recognition guidance to date, the Company does not expect the adoption of the amended guidance to have a material impact on the Company's consolidated financial statements. The Company is continuing to evaluate the impact of the amended guidance, including the new disclosure requirements. Additionally, the Company will continue to monitor any modifications, clarifications, and interpretations communicated by the FASB that may impact its conclusions.

In January 2016, the FASB issued guidance which requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The guidance also includes a simplified impairment assessment of equity investments without readily determinable fair values and presentation and disclosure changes. This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2019. The Company is unable to estimate the impact of the future adoption of this guidance on its financial statements as it will depend on the equity investments at the adoption date.

In February 2016, the FASB issued guidance which requires lessees to recognize right-of-use assets and lease liabilities on the balance sheet. The guidance is to be applied using a modified retrospective approach at the beginning of the earliest comparative period in the financial statements and is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted. The Company is evaluating the impact of the lease guidance on the Company's consolidated financial statements and anticipates recording additional assets and corresponding liabilities on its consolidated balance sheets related to operating leases within its lease portfolio upon adoption of the guidance.

In January 2017, the FASB issued guidance which simplifies the accounting for goodwill impairment. The guidance requires a goodwill impairment to be measured as the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The accounting guidance is required for the Company to adopt beginning in the first quarter of fiscal year 2021. Early adoption is permitted, and the guidance should be applied prospectively. The impact of the new guidance will be dependent on the specific facts and circumstances of future impairments, if any.

3 . Acquisitions and Acquisition-Related Items

HeartWare International, Inc.

On August 23, 2016, the Company's Cardiac and Vascular Group acquired HeartWare International, Inc. (HeartWare), a medical device company that develops and manufactures miniaturized implantable heart pumps, or ventricular assist devices, to treat patients around the world suffering from advanced heart failure. Total consideration for the transaction was approximately $1.1 billion . The Company accounted for the acquisition as a business combination using the acquisition method of accounting. In accordance with authoritative guidance on business combination accounting, the assets and liabilities of the business acquired are recorded and consolidated on the acquisition date at their respective fair values. Goodwill resulting from the business combination is largely attributable to future yet to be defined technologies, new customer relationships, existing workforce of the acquired business, and post-acquisition synergies. The results of operations of the acquired business have been included in the Company’s consolidated statements of income since the date the business was acquired.

The Company acquired $602 million of technology-based and customer-related intangible assets and $23 million of tradenames, with estimated useful lives of 15 and 5 years, respectively, and $481 million of goodwill. The acquired goodwill is not deductible for tax purposes. In addition, the Company acquired $245 million of debt through the acquisition, of which the Company redeemed $203 million as part of a cash tender offer in August 2016 and the remaining $42 million of debt acquired is due December 2017. During the measurement period, which ended on August 22, 2017, adjustments were made to finalize the allocation of purchase price related to other assets, goodwill, and contingent liabilities.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The acquisition date fair values of the assets and liabilities acquired are as follows:



(in millions)	HeartWare International, Inc.
Other current assets	$	351
Property, plant, and equipment	14
Other intangible assets	625
Goodwill	481
Other assets	84
Total assets acquired	1,555

Current liabilities	143
Deferred tax liabilities	6
Long-term debt	245
Other liabilities	89
Total liabilities assumed	483
Net assets acquired	$	1,072

For additional information on the Company's fiscal year 2017 acquisitions, refer to Note 2 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 28, 2017 .

Acquisition-Related Items

During the three months ended July 28, 2017 , the Company recognized acquisition-related items expense of $53 million , including $9 million recognized within cost of products sold in the consolidated statements of income. Acquisition-related items expense includes $46 million of costs associated with the integration of Covidien manufacturing, distribution, and administrative facilities as well as information technology system implementation, benefits harmonization, and accelerated and incremental stock compensation expense. Acquisition-related items expense also includes changes in the fair value of contingent consideration as a result of revised revenue forecasts and the timing of anticipated regulatory payments.

During the three months ended July 29, 2016 , the Company recognized acquisition-related items expense of $52 million , including $44 million of costs associated with the integration of Covidien manufacturing, distribution, and administrative facilities as well as information technology system implementation and benefits harmonization, and $8 million of accelerated and incremental stock compensation expense.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Contingent Consideration

Certain of the Company’s business combinations involve potential payments of future consideration that is contingent upon the achievement of certain product development milestones and/or contingent on the acquired business reaching certain performance milestones. A liability is recorded for the estimated fair value of the contingent consideration on the acquisition date. The fair value of the contingent consideration is remeasured at each reporting period using Level 3 inputs, and the change in fair value is recognized within acquisition-related items in the consolidated statements of income. Contingent consideration payments related to the acquisition date fair value are reported as financing activities in the consolidated statements of cash flows. Amounts paid in excess of the original acquisition date fair value are reported as operating activities in the consolidated statements of cash flows.

The fair value of contingent consideration is measured using projected payment dates, discount rates, probabilities of payment, and projected revenues (for revenue-based considerations). Projected revenues are based on the Company's most recent internal operational budgets and long-range strategic plans. Changes in projected revenues, probabilities of payment, discount rates, and projected payment dates may result in adjustments to the fair value measurement. The recurring Level 3 fair value measurements of contingent consideration include the following significant unobservable inputs:



	Fair Value at
(in millions)	July 28, 2017	Valuation Technique	Unobservable Input	Range
			Discount rate	11% - 32.5%
Revenue-based payments	$103	Discounted cash flow	Probability of payment	30% - 100%
			Projected fiscal year of payment	2018 - 2026
			Discount rate	0.3% - 5.5%
Product development-based payments	$139	Discounted cash flow	Probability of payment	75% - 100%
			Projected fiscal year of payment	2018 - 2025

The fair value of contingent consideration at July 28, 2017 and April 28, 2017 was $242 million and $246 million , respectively. At July 28, 2017 , $173 million was reflected in other liabilities and $69 million was reflected in other accrued expenses in the consolidated balance sheets. At April 28, 2017 , $180 million was reflected in other liabilities and $66 million was reflected in other accrued expenses in the consolidated balance sheets.

The following table provides a reconciliation of the beginning and ending balances of contingent consideration:



	Three months ended
(in millions)	July 28, 2017			July 29, 2016
Beginning Balance	$	246		$	377
Purchase price contingent consideration	—			21
Payments	(3		)	(14		)
Change in fair value	(1		)	(5		)
Ending Balance	$	242		$	379

4 . Assets and Liabilities Held for Sale

In April 2017, the Company entered into a definitive agreement for the sale of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses within the Minimally Invasive Therapies Group segment. As a result, the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses met the criteria to be classified as held for sale at April 28, 2017 and July 28, 2017 , which requires the Company to present the related assets and liabilities as separate line items in the consolidated balance sheets.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The following table presents information related to the assets and liabilities that were classified as held for sale in the consolidated balance sheets:



(in millions)	July 28, 2017		April 28, 2017
Inventories, net	$	369	$	371
Property, plant, and equipment, net	710		689
Goodwill	2,971		2,910
Other intangible assets, net	2,319		2,320
Total assets held for sale	$	6,369	$	6,290

Other accrued expenses	$	59	$	34
Accrued compensation and retirement benefits	12		12
Deferred tax liabilities	880		707
Other liabilities	1		1
Total liabilities held for sale	$	952	$	754

The Company determined that the divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses does not meet the criteria to be classified as discontinued operations. The divestiture was completed on July 29, 2017, subsequent to the end of the first quarter of fiscal 2018. See Note 19 to the consolidated financial statements for additional information regarding the completion of the divestiture.

Divestiture-Related Items

Divestiture-related items includes expenses incurred in connection with the divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses. During the three months ended July 28, 2017 , the Company recognized divestiture-related items expense of $47 million , including $22 million of legal and advisory services and $16 million of accelerated stock compensation expense. There were no divestiture-related items expenses for the three months ended July 29, 2016 .

5 . Restructuring Charges

Cost Synergies Initiative

The cost synergies initiative is the Company's restructuring program primarily related to the integration of Covidien. This initiative contributes to the approximately $850 million in cost synergies expected to be achieved as a result of the integration of the Covidien acquisition through fiscal year 2018, including administrative office optimization, manufacturing and supply chain infrastructure, certain program cancellations, and reduction of general and administrative redundancies. Restructuring charges are primarily related to employee termination costs and costs related to manufacturing and facility closures and affect all reportable segments. Cash outlays for the cost synergies initiative restructuring program are scheduled to be substantially complete by the end of fiscal year 2019.

A summary of the restructuring accrual, recorded within other accrued expenses and other liabilities in the consolidated balance sheets, and related activity is presented below:



(in millions)	Employee Termination Costs			Other Costs			Total
April 28, 2017	$	261		$	30		$	291
Charges	12			7			19
Cash payments	(38		)	(10		)	(48		)
Accrual adjustments	(6		)	1			(5		)
July 28, 2017	$	229		$	28		$	257

For the three months ended July 28, 2017 , the Company recognized $19 million in charges, which were partially offset by accrual adjustments of $5 million . Accrual adjustments relate to certain employees identified for termination finding other positions within the Company, cancellations of employee terminations, and employee termination costs being less than initially estimated. For the

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

three months ended July 28, 2017 , charges included $5 million recognized within cost of products sold and $1 million recognized within selling, general and administrative expense .

For the three months ended July 29, 2016 , the Company recognized $111 million in charges, which were partially offset by accrual adjustments of $7 million . Accrual adjustments primarily relate to certain employees identified for termination finding other positions within the Company. For the three months ended July 29, 2016 , charges included $10 million recognized within cost of products sold.

6 . Financial Instruments

The Company holds investments such as marketable debt and equity securities that are classified and accounted for as available-for-sale and are remeasured on a recurring basis. The Company also holds cost method, equity method, and other investments which are measured at fair value on a nonrecurring basis. For information regarding the valuation techniques and inputs used in the fair value measurements, refer to Note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 28, 2017.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes the Company's investments by significant investment category and the related consolidated balance sheet classification at July 28, 2017 :



	Valuation									Balance Sheet Classification
(in millions)	Cost		Unrealized Gains		Unrealized Losses			Fair Value		Investments		Other Assets
Available-for-sale securities:
Level 1:
U.S. government and agency securities	$	653	$	1	$	(4	)	$	650	$	650	$	—
Marketable equity securities	55		48		(2		)	101		—		101
Total Level 1	708		49		(6		)	751		650		101
Level 2:
Corporate debt securities	4,157		73		(18		)	4,212		4,212		—
U.S. government and agency securities	854		—		(9		)	845		845		—
Mortgage-backed securities	804		9		(16		)	797		797		—
Foreign government and agency securities	49		—		—			49		49		—
Other asset-backed securities	258		1		(1		)	258		258		—
Debt funds	1,246		7		(158		)	1,095		1,095		—
Total Level 2	7,368		90		(202		)	7,256		7,256		—
Level 3:
Corporate debt securities	1		—		—			1		—		1
Auction rate securities	47		—		(3		)	44		—		44
Total Level 3	48		—		(3		)	45		—		45
Investments measured at net asset value ⁽¹⁾ :
Debt Funds	497		—		(6		)	491		491		—
Total available-for-sale securities	8,621		139		(217		)	8,543		8,397		146
Cost method, equity method, and other investments:
Level 3:
Cost method, equity method, and other investments	627		—		—			N/A		—		627
Total Level 3	627		—		—			N/A		—		627
Total cost method, equity method, and other investments	627		—		—			N/A		—		627
Total investments	$	9,248	$	139	$	(217	)	$	8,543	$	8,397	$	773

(1) Certain investments that are measured at the net asset value per share (or its equivalent) as a practical expedient are excluded from the fair value hierarchy. The fair value amounts presented herein are intended to permit reconciliation to the consolidated balance sheets.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes the Company's investments by significant investment category and the related consolidated balance sheet classification at April 28, 2017 :



	Valuation									Balance Sheet Classification
(in millions)	Cost		Unrealized Gains		Unrealized Losses			Fair Value		Investments		Other Assets
Available-for-sale securities:
Level 1:
U.S. government and agency securities	$	613	$	2	$	(5	)	$	610	$	610	$	—
Marketable equity securities	58		49		(4		)	103		—		103
Total Level 1	671		51		(9		)	713		610		103
Level 2:
Corporate debt securities	4,643		62		(23		)	4,682		4,682		—
U.S. government and agency securities	860		—		(10		)	850		850		—
Mortgage-backed securities	766		9		(16		)	759		759		—
Foreign government and agency securities	49		—		—			49		49		—
Other asset-backed securities	228		1		(1		)	228		228		—
Debt funds	1,246		4		(178		)	1,072		1,072		—
Total Level 2	7,792		76		(228		)	7,640		7,640		—
Level 3:
Corporate debt securities	1		—		—			1		—		1
Auction rate securities	47		—		(3		)	44		—		44
Total Level 3	48		—		(3		)	45		—		45
Investments measured at net asset value ⁽¹⁾ :
Debt funds	497		—		(6		)	491		491		—
Total available-for-sale securities	9,008		127		(246		)	8,889		8,741		148
Cost method, equity method, and other investments:
Level 3:
Cost method, equity method, and other investments	589		—		—			N/A		—		589
Total Level 3	589		—		—			N/A		—		589
Total cost method, equity method, and other investments	589		—		—			N/A		—		589
Total investments	$	9,597	$	127	$	(246	)	$	8,889	$	8,741	$	737

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Marketable Debt and Equity Securities

The following tables present the gross unrealized losses and fair values of the Company’s available-for-sale securities that have been in a continuous unrealized loss position deemed to be temporary, aggregated by investment category at July 28, 2017 and April 28, 2017 :



	July 28, 2017
	Less than 12 months					More than 12 months
(in millions)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Corporate debt securities	$	927	$	(13	)	$	47	$	(5	)
Auction rate securities	—		—			44		(3		)
Mortgage-backed securities	270		(3		)	92		(13		)
U.S. government and agency securities	898		(13		)	—		—
Debt funds	188		(1		)	1,126		(163		)
Other asset-backed securities	108		(1		)	—		—
Marketable equity securities	1		(1		)	2		(1		)
Total	$	2,392	$	(32	)	$	1,311	$	(185	)



	April 28, 2017
	Less than 12 months					More than 12 months
(in millions)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Corporate debt securities	$	1,263	$	(19	)	$	46	$	(4	)
Auction rate securities	—		—			44		(3		)
Mortgage-backed securities	276		(4		)	95		(12		)
U.S. government and agency securities	896		(15		)	—		—
Other asset-backed securities	127		(1		)	—		—
Debt funds	173		(1		)	1,125		(183		)
Marketable equity securities	14		(3		)	2		(1		)
Total	$	2,749	$	(43	)	$	1,312	$	(203	)

The following table presents the unobservable inputs utilized in the fair value measurement of the auction rate securities classified as Level 3 at July 28, 2017 :



	Valuation Technique	Unobservable Input	Range (Weighted Average)
Auction rate securities	Discounted cash flow	Years to principal recovery	2 yrs. - 12 yrs. (3 yrs.)
Auction rate securities	Discounted cash flow	Illiquidity premium	6%

The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The Company’s policy is to recognize transfers into and out of levels within the fair value hierarchy at the end of the fiscal quarter in which the actual event or change in circumstances that caused the transfer occurs. There were no transfers between Level 1, Level 2, or Level 3 during the three months ended July 28, 2017 and July 29, 2016 . When a determination is made to classify an asset or liability within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The following tables provide a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3):



	Three months ended July 28, 2017
(in millions)	Total Level 3 Investments		Corporate debt securities		Auction rate securities
April 28, 2017	$	45	$	1	$	44
Total unrealized gains (losses) included in other comprehensive income	—		—		—
July 28, 2017	$	45	$	1	$	44

	Three months ended July 29, 2016
(in millions)	Total Level 3 Investments		Corporate debt securities		Auction rate securities
April 29, 2016	$	45	$	1	$	44
Total unrealized gains (losses) included in other comprehensive income	—		—		—
July 29, 2016	$	45	$	1	$	44

Activity related to the Company’s investment portfolio is as follows:



	Three months ended
	July 28, 2017					July 29, 2016
(in millions)	Debt ⁽¹⁾			Equity ⁽²⁾		Debt ⁽¹⁾			Equity ⁽²⁾
Proceeds from sales	$	971		$	—	$	1,098		$	6
Gross realized gains	8			7		7			4
Gross realized losses	(3		)	—		(12		)	—
Impairment losses recognized	—			—		—			(3		)


(1)	Includes available-for-sale debt securities.


(2)	Includes marketable equity securities, cost and equity method investments, and other investments.

Credit losses represent the difference between the present value of cash flows expected to be collected on certain mortgage-backed securities and auction rate securities and the amortized cost of these securities. Based on the Company’s assessment of the credit quality of the underlying collateral and credit support available to each of the remaining securities in which the Company is invested, the Company believes it has recognized all necessary other-than-temporary impairments, as the Company does not have the intent to sell, nor is it more likely than not that the Company will be required to sell, before recovery of the amortized cost.

At July 28, 2017 and April 28, 2017 , the credit loss portion of other-than-temporary impairments on debt securities was no t significant. The total reductions of available-for-sale debt securities sold during the three months ended July 28, 2017 and July 29, 2016 were no t significant.

The July 28, 2017 balance of available-for-sale debt securities, excluding debt funds which have no single maturity date, by contractual maturity is shown in the following table. Within the table, maturities of mortgage-backed securities have been allocated based upon timing of estimated cash flows assuming no change in the current interest rate environment. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.



(in millions)	July 28, 2017
Due in one year or less	$	888
Due after one year through five years	2,681
Due after five years through ten years	3,203
Due after ten years	84
Total	$	6,856

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The Company holds investments in marketable equity securities, which are classified as other assets in the consolidated balance sheets. The aggregate carrying amount of these investments was $101 million and $103 million at July 28, 2017 and April 28, 2017 , respectively. The Company did no t recognize any significant impairment charges related to marketable equity securities during the three months ended July 28, 2017 and July 29, 2016 .

Cost method, equity method, and other investments

The Company holds investments in equity and other securities that are accounted for using the cost or equity method, which are classified as other assets in the consolidated balance sheets. At July 28, 2017 and April 28, 2017 , the aggregate carrying amount of equity and other securities without a quoted market price and accounted for using the cost or equity method was $627 million and $589 million , respectively. Cost and equity method investments are measured at fair value on a nonrecurring basis. Changes in circumstance or the occurrence of events that suggest the Company’s investment may not be recoverable are assessed quarterly. If events or changes in circumstances are identified that may have a material adverse effect on the fair value of the investment, the investment is assessed for impairment.

Cost and equity method investments fall within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs to determine fair value, as the investments are in privately-held entities without quoted market prices. To determine the fair value of these investments, the Company uses all pertinent financial information available related to the entities, including financial statements and market participant valuations from recent and proposed equity offerings. During the three months ended July 28, 2017 and July 29, 2016 , the Company did no t recognize any significant impairment charges related to cost method investments.

7 . Financing Arrangements

Commercial Paper

The Company maintains a commercial paper program that allows the Company to have a maximum of $3.5 billion in commercial paper outstanding. Commercial paper outstanding at July 28, 2017 was $1.5 billion , as compared to $901 million at April 28, 2017 . During the three months ended July 28, 2017 , the weighted average original maturity of the commercial paper outstanding was approximately 32 days, and the weighted average interest rate was 1.22 percent. The issuance of commercial paper reduces the amount of credit available under the Company’s existing Credit Facility, as defined below.

Line of Credit

The Company has a $3.5 billion five year revolving syndicated line of credit facility (Credit Facility) which provides back-up funding for the commercial paper program described above. At July 28, 2017 and April 28, 2017 , no amounts were outstanding.

Interest rates on advances on the Credit Facility are determined by a pricing matrix, based on the Company’s long-term debt ratings, assigned by Standard & Poor’s Ratings Services and Moody’s Investors Service. Facility fees are payable on the Credit Facility and are determined in the same manner as the interest rates. The agreements also contain customary covenants, all of which the Company remained in compliance with at July 28, 2017 .

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Debt Obligations

The Company's debt obligations consisted of the following:



(in millions, except interest rates)	Maturity by Fiscal Year	July 28, 2017			April 28, 2017
Current debt obligations	2018	$	8,058		$	7,520

Long-term debt
5.600 percent ten-year 2009 senior notes	2019	400			400
1.700 percent two-year 2017 senior notes	2019	1,000			1,000
4.450 percent ten-year 2010 senior notes	2020	766			766
2.500 percent five-year 2015 senior notes	2020	2,500			2,500
Floating rate five-year 2015 senior notes	2020	500			500
4.200 percent ten-year 2010 CIFSA senior notes	2021	600			600
4.125 percent ten-year 2011 senior notes	2021	500			500
3.125 percent ten-year 2012 senior notes	2022	675			675
3.150 percent seven-year 2015 senior notes	2022	2,500			2,500
3.200 percent ten-year 2012 CIFSA senior notes	2023	650			650
2.750 percent ten-year 2013 senior notes	2023	530			530
2.950 percent ten-year 2013 CIFSA senior notes	2024	310			310
3.625 percent ten-year 2014 senior notes	2024	850			850
3.500 percent ten-year 2015 senior notes	2025	4,000			4,000
3.350 percent ten-year 2017 senior notes	2027	850			850
4.375 percent twenty-year 2015 senior notes	2035	2,382			2,382
6.550 percent thirty-year 2008 CIFSA senior notes	2038	374			374
6.500 percent thirty-year 2009 senior notes	2039	300			300
5.550 percent thirty-year 2010 senior notes	2040	500			500
4.500 percent thirty-year 2012 senior notes	2042	400			400
4.000 percent thirty-year 2013 senior notes	2043	325			325
4.625 percent thirty-year 2014 senior notes	2044	650			650
4.625 percent thirty-year 2015 senior notes	2045	4,150			4,150
Interest rate swaps (Note 8)	2021 - 2022	41			40
Capital lease obligations	2019 - 2025	23			23
Bank borrowings	2019 - 2021	171			139
Debt premium, net	2019 - 2045	130			135
Deferred financing costs	2019 - 2045	(124		)	(128		)
Long-term debt		$	25,953		$	25,921

Senior Notes

The Company had outstanding unsecured senior obligations, including those described as senior notes in the debt obligations table above (collectively, the Senior Notes). The Senior Notes rank equally with all other unsecured and unsubordinated indebtedness of the Company. The indentures under which the Senior Notes were issued contain customary covenants, all of which the Company remained in compliance with at July 28, 2017 . For additional information regarding the terms of these agreements, refer to Note 8 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 28, 2017 .

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Financial Instruments Not Measured at Fair Value

At July 28, 2017 , the estimated fair value of the Company’s Senior Notes, including the current portion, was $30.9 billion compared to a principal value of $28.9 billion . At April 28, 2017 , the estimated fair value was $30.4 billion compared to a principal value of $28.9 billion . The fair value was estimated using quoted market prices for the publicly registered Senior Notes, which are classified as Level 2 within the fair value hierarchy. The fair values and principal values consider the terms of the related debt and exclude the impacts of debt discounts and derivative/hedging activity.

8 . Derivatives and Currency Exchange Risk Management

The Company uses operational and economic hedges, as well as currency exchange rate derivative contracts and interest rate derivative instruments, to manage the impact of currency exchange and interest rate changes on earnings and cash flows. In addition, the Company uses cross currency interest rate swaps to manage currency risk related to certain debt. In order to minimize earnings and cash flow volatility resulting from currency exchange rate changes, the Company enters into derivative instruments, principally forward currency exchange rate contracts. These contracts are designed to hedge anticipated foreign currency transactions and changes in the value of specific assets and liabilities. At inception of the contract, the derivative is designated as either a freestanding derivative or a cash flow hedge. The primary currencies of the derivative instruments are the Euro and Japanese Yen. The Company does not enter into currency exchange rate derivative contracts for speculative purposes. The gross notional amount of all currency exchange rate derivative instruments outstanding was $11.8 billion and $10.8 billion at July 28, 2017 and April 28, 2017 , respectively.

The information that follows explains the various types of derivatives and financial instruments used by the Company, reasons the Company uses such instruments, and the impact such instruments have on the Company’s consolidated balance sheets, statements of income, and statements of cash flows.

Freestanding Derivative Contracts

Freestanding derivative contracts are used to offset the Company’s exposure to the change in value of specific foreign currency denominated assets and liabilities and to offset variability of cash flows associated with forecasted transactions denominated in foreign currencies. These derivatives are not designated as hedges, and therefore, changes in the value of these contracts are recognized in earnings, thereby offsetting the current earnings effect of the related change in value of foreign currency denominated assets, liabilities, and cash flows. The gross notional amount of these contracts outstanding at July 28, 2017 and April 28, 2017 was $5.4 billion and $4.9 billion , respectively.

The amounts and classification of the losses in the consolidated statements of income related to derivative instruments, not designated as hedging instruments, for the three months ended July 28, 2017 and July 29, 2016 were as follows:



		Three months ended
(in millions)	Classification	July 28, 2017		July 29, 2016
Currency exchange rate contracts losses	Other expense, net	$	31	$	3

Cash Flow Hedges

Currency Exchange Rate Risk

Forward contracts designated as cash flow hedges are designed to hedge the variability of cash flows associated with forecasted transactions denominated in a foreign currency that will take place in the future. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive loss . The effective portion of the gain or loss on the derivative instrument is reclassified into earnings and is included in other expense, net in the consolidated statements of income in the same period or periods during which the hedged transaction affects earnings.

No gains or losses relating to ineffectiveness of cash flow hedges were recognized in earnings during the three months ended July 28, 2017 and July 29, 2016 . No components of the hedge contracts were excluded in the measurement of hedge ineffectiveness and no hedges were derecognized or discontinued during the three months ended July 28, 2017 and July 29, 2016 . The gross notional amount of these contracts, designated as cash flow hedges, outstanding at July 28, 2017 and April 28, 2017 , was $6.3 billion and $5.8 billion , respectively, and will mature within the subsequent three -year period.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The amount of gross gains, classification of the gains in the consolidated statements of income, and the accumulated other comprehensive (loss) income (AOCI) related to the effective portion of currency exchange rate contract derivative instruments designated as cash flow hedges for the three months ended July 28, 2017 and July 29, 2016 were as follows:



	Three months ended July 28, 2017
	Recognized in AOCI			Recognized in Income
(in millions)	Amount			Classification	Amount
Currency exchange rate contracts	$	(250	)	Other expense, net	$	22
Total	$	(250	)		$	22

	Three months ended July 29, 2016
	Recognized in AOCI			Recognized in Income
(in millions)	Amount			Classification	Amount
Currency exchange rate contracts	$	121		Other expense, net	$	15
Total	$	121			$	15

Forecasted Debt Issuance Interest Rate Risk

Forward starting interest rate derivative instruments designated as cash flow hedges are designed to manage the exposure to interest rate volatility with regard to future issuances of fixed-rate debt. The effective portion of the gains or losses on forward starting interest rate derivative instruments that is designated and qualify as cash flow hedges is reported as a component of accumulated other comprehensive loss . Beginning in the period in which the planned debt issuance occurs and the related derivative instruments are terminated, the effective portion of the gains or losses are then reclassified into interest expense, net over the term of the related debt. Any portion of the gains or losses that is determined to be ineffective is immediately recognized in interest expense, net .

The Company had $300 million of fixed pay, forward starting interest rate swaps with a weighted average fixed rate of 3.10 percent in anticipation of planned debt issuances. During the fourth quarter of fiscal year 2017 , in connection with the issuance of the 2017 Senior Notes, these swaps were terminated. For the three months ended July 29, 2016 , there were $23 million of unrealized losses recorded in accumulated other comprehensive loss .

No gains or losses relating to ineffectiveness of forward starting interest rate derivative instruments were recognized in interest expense, net during the three months ended July 29, 2016 . No components of the hedge contracts were excluded in the measurement of hedge ineffectiveness during the three months ended July 29, 2016 .

For the three months ended July 28, 2017 and July 29, 2016 , the reclassification of the effective portion of the net losses on forward starting interest rate derivative instruments from accumulated other comprehensive loss to interest expense, net was no t significant.

At July 28, 2017 and April 28, 2017 , the Company had $(134) million and $37 million , respectively, in after-tax net unrealized (losses) gains associated with cash flow hedging instruments recorded in accumulated other comprehensive loss . The Company expects that $37 million of after-tax net unrealized losses at July 28, 2017 will be recognized in the consolidated statements of earnings over the next 12 months.

Fair Value Hedges

Interest rate derivative instruments designated as fair value hedges are designed to manage the exposure to interest rate movements and to reduce borrowing costs by converting fixed-rate debt into floating-rate debt. Under these agreements, the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount.

Changes in the fair value of the derivative instrument are recognized in interest expense, net , and are offset by changes in the fair value of the underlying debt instrument. The gains (losses) from terminated interest rate swap agreements are recognized in long-term debt , increasing (decreasing) the outstanding balances of the debt, and amortized as a reduction of (addition to) interest expense, net over the remaining life of the related debt. The cash flows from the termination of interest rate swap agreements are reported as operating activities in the consolidated statements of cash flows.

At both July 28, 2017 and April 28, 2017 , the Company had interest rate swaps in gross notional amounts of $1.2 billion , designated as fair value hedges of underlying fixed-rate senior note obligations, including the Company's $500 million 4.125 percent 2011 Senior Notes due 2021 and the $675 million 3.125 percent 2012 Senior Notes due 2022 .

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

At both July 28, 2017 and April 28, 2017 , the market value of outstanding interest rate swap agreements was an unrealized gain of $41 million , and the market value of the hedged item was an unrealized loss of $41 million . The amounts were recorded in other assets with the offsets recorded in long-term debt on the consolidated balance sheets.

No significant hedge ineffectiveness was recognized as a result of these fair value hedges for the three months ended July 28, 2017 and July 29, 2016 . In addition, the Company did no t recognize any gains or losses during the three months ended July 28, 2017 or July 29, 2016 on firm commitments that no longer qualify as fair value hedges.

Balance Sheet Presentation

The following tables summarize the balance sheet classification and fair value of derivative instruments included in the consolidated balance sheets at July 28, 2017 and April 28, 2017 . The fair value amounts are presented on a gross basis and are segregated between derivatives that are designated and qualify as hedging instruments and those that are not designated and do not qualify as hedging instruments, and are further segregated by type of contract within those two categories.



	July 28, 2017
	Derivative Assets			Derivative Liabilities
(in millions)	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives designated as hedging instruments
Currency exchange rate contracts	Prepaid expenses and other current assets	$	60	Other accrued expenses	$	124
Interest rate contracts	Other assets	41		Other liabilities	—
Currency exchange rate contracts	Other assets	25		Other liabilities	76
Total derivatives designated as hedging instruments		$	126		$	200
Derivatives not designated as hedging instruments
Currency exchange rate contracts	Prepaid expenses and other current assets	$	22	Other accrued expenses	$	68
Total return swap	Prepaid expenses and other current assets	6		Other accrued expenses	—
Cross currency interest rate contracts	Other assets	5		Other liabilities	10
Total derivatives not designated as hedging instruments		33			78
Total derivatives		$	159		$	278



	April 28, 2017
	Asset Derivatives			Liability Derivatives
(in millions)	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives designated as hedging instruments
Currency exchange rate contracts	Prepaid expenses and other current assets	$	152	Other accrued expenses	$	43
Interest rate contracts	Other assets	41		Other liabilities	—
Currency exchange rate contracts	Other assets	48		Other liabilities	14
Total derivatives designated as hedging instruments		$	241		$	57
Derivatives not designated as hedging instruments
Currency exchange rate contracts	Prepaid expenses and other current assets	16		Other accrued expenses	36
Cross currency interest rate contracts	Other assets	5		Other liabilities	11
Total derivatives not designated as hedging instruments		21			47
Total derivatives		$	262		$	104

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The following table provides information by level for the derivative assets and liabilities that are measured at fair value on a recurring basis.



	July 28, 2017				April 28, 2017
(in millions)	Level 1		Level 2		Level 1		Level 2
Derivative assets	$	107	$	52	$	216	$	46
Derivative liabilities	268		10		93		11

The Company has elected to present the fair value of derivative assets and liabilities within the consolidated balance sheets on a gross basis, even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation. The following table provides information as if the Company had elected to offset the asset and liability balances of derivative instruments, netted in accordance with various criteria as stipulated by the terms of the master netting arrangements with each of the counterparties. Derivatives not subject to master netting arrangements are not eligible for net presentation.



	July 28, 2017
				Gross Amount Not Offset on the Balance Sheet
(in millions)	Gross Amount of Recorded Assets (Liabilities)			Financial Instruments			Collateral (Received) Posted		Net Amount
Derivative assets:
Currency exchange rate contracts	$	107		$	(106	)	$	—	$	1
Interest rate contracts	41			(27		)	—		14
Cross currency interest rate contracts	5			(2		)	—		3
Total return swap	6			—			—		6
	$	159		$	(135	)	$	—	$	24

Derivative liabilities:
Currency exchange rate contracts	$	(268	)	$	133		$	—	$	(135	)
Cross currency interest rate contracts	(10		)	2			—		(8		)
	(278		)	135			—		(143		)
Total	$	(119	)	$	—		$	—	$	(119	)



	April 28, 2017
				Gross Amount Not Offset on the Balance Sheet
(in millions)	Gross Amount of Recorded Assets (Liabilities)			Financial Instruments			Collateral (Received) Posted			Net Amount
Derivative assets:
Currency exchange rate contracts	$	216		$	(58	)	$	(55	)	$	103
Interest rate contracts	41			(15		)	(5		)	21
Cross currency interest rate contracts	5			(2		)	—			3
	$	262		$	(75	)	$	(60	)	$	127

Derivative liabilities:
Currency exchange rate contracts	$	(93	)	$	73		$	—		$	(20	)
Cross currency interest rate contracts	(11		)	2			—			(9		)
	(104		)	75			—			(29		)
Total	$	158		$	—		$	(60	)	$	98

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

9 . Inventories

Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. The Company reduces the carrying value of inventories for items that are potentially excess, obsolete or slow-moving based on changes in customer demand, technology developments or other economic factors. Inventory balances, net of reserves, were as follows:



(in millions)	July 28, 2017		April 28, 2017
Finished goods	$	2,326	$	2,211
Work in-process	490		458
Raw materials	722		669
Total	$	3,538	$	3,338

10 . Goodwill and Other Intangible Assets

Goodwill

The following table presents the changes in the carrying amount of goodwill by reportable segment:



(in millions)	Cardiac and Vascular Group		Minimally Invasive Therapies Group		Restorative Therapies Group		Diabetes Group			Total
April 28, 2017	$	6,651	$	20,411	$	9,600	$	1,853		$	38,515
Purchase accounting adjustments	54		—		—		—			54
Currency adjustment, net	58		514		56		(1		)	627
July 28, 2017	$	6,763	$	20,925	$	9,656	$	1,852		$	39,196

The Company assesses goodwill for impairment annually in the third quarter of the fiscal year and whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired. Impairment testing for goodwill is performed at the reporting unit level. The test for impairment of goodwill requires the Company to make several estimates about fair value, most of which are based on projected future cash flows. The Company calculates the excess of each reporting unit's fair value over its carrying amount, including goodwill, utilizing a discounted cash flow analysis. The Company did no t recognize any goodwill impairment during the three months ended July 28, 2017 or July 29, 2016 .

Intangible Assets

The following table presents the gross carrying amount and accumulated amortization of intangible assets:



	July 28, 2017					April 28, 2017
(in millions)	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Definite-lived:
Customer-related	$	16,887	$	(2,408	)	$	16,862	$	(2,166	)
Purchased technology and patents	11,514		(3,883		)	11,461		(3,690		)
Trademarks and tradenames	773		(480		)	772		(461		)
Other	79		(45		)	77		(42		)
Total	$	29,253	$	(6,816	)	$	29,172	$	(6,359	)
Indefinite-lived:
IPR&D	$	569				$	594

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The Company assesses definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset (asset group) may not be recoverable. When events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable, the Company calculates the excess of an intangible asset's carrying value over its undiscounted future cash flows. If the carrying value is not recoverable, an impairment loss is recognized based on the amount by which the carrying value exceeds the fair value. The inputs used in the fair value analysis fall within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs to determine fair value. The Company did no t recognize any definite-lived intangible asset impairments during the three months ended July 28, 2017 or July 29, 2016 .

The Company assesses indefinite-lived intangibles for impairment annually in the third quarter of the fiscal year and whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired. The Company did no t recognize any significant indefinite-lived intangibles impairments during the three months ended July 28, 2017 and July 29, 2016 . Due to the nature of IPR&D projects, the Company may experience future delays or failures to obtain regulatory approvals to conduct clinical trials, failures of such clinical trials, delays or failures to obtain required market clearances or other failures to achieve a commercially viable product, and as a result, may recognize impairment losses in the future.

Amortization Expense

Intangible asset amortization expense for the three months ended July 28, 2017 and July 29, 2016 was $454 million and $ 487 million , respectively. Estimated aggregate amortization expense by fiscal year based on the current carrying value of definite-lived intangible assets at July 28, 2017 , excluding any possible future amortization associated with acquired IPR&D which has not yet met technological feasibility and amortization associated with definite-lived intangible assets classified as held for sale at July 28, 2017 , is as follows:



(in millions)	Amortization Expense
Remaining 2018	$	1,365
2019	1,741
2020	1,693
2021	1,674
2022	1,631
2023	1,564

11 . Income Taxes

The Company’s effective tax rate for the three months ended July 28, 2017 was 15.6 percent, as compared to 6.0 percent for the three months ended July 29, 2016 . The increase in the effective tax rate for the three months ended July 28, 2017 was primarily due to certain tax adjustments, changes in the amount and jurisdiction of restructuring charges, net and certain litigation charges, the finalization of certain tax audits, the lapse of a statute of limitations for federal purposes, excess tax benefits related to stock-based compensation due to the adoption of revised guidance, and year over year changes in operational results by jurisdiction.

During the three months ended July 28, 2017 , the Company recognized charges of $60 million primarily related to the tax effect from certain restructuring steps taken during the quarter in anticipation of the divestiture of a portion of the Patient Monitoring & Recovery division to Cardinal Health. These charges were recorded within provision for income taxes in the consolidated statement of income for the three months ended July 28, 2017 .

During the three months ended July 29, 2016 , the Company recognized a $31 million net benefit from certain tax adjustments. A $431 million tax benefit was recognized as the result of the resolution of Covidien's previously disclosed Tyco International plc intercompany debt issues with the U.S. Tax Court and the Appeals Division of the U.S. Internal Revenue Service (IRS). This benefit was partially offset by a $371 million charge associated with the expected resolution with the IRS for the Ardian, CoreValve, Inc. and Ablation Frontiers, Inc. acquisition-related issues and the allocation of income between Medtronic, Inc. and its wholly owned subsidiary operating in Puerto Rico for certain businesses. This resolution does not include the businesses that are the subject of the Medtronic, Inc. U.S. Tax Court case for fiscal years 2005 and 2006. In addition, the Company recognized a $29 million charge in connection with the redemption of an intercompany minority interest.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

During the three months ended July 28, 2017 , the Company's gross unrecognized tax benefits decreased from $1.9 billion to $1.8 billion . In addition, the Company had accrued gross interest and penalties of $384 million at July 28, 2017 . If all of the Company’s unrecognized tax benefits were recognized, approximately $1.8 billion would impact the Company’s effective tax rate. At July 28, 2017 , the Company had $92 million of gross unrecognized tax benefits recorded as a current liability within accrued income taxes with the balance recorded as a noncurrent liability within accrued income taxes on the consolidated balance sheet. At April 28, 2017 , the total balance of the Company's gross unrecognized tax benefits was recorded as a noncurrent liability within accrued income taxes on the consolidated balance sheet. The Company will continue to recognize interest and penalties related to income tax matters within provision for income taxes in the consolidated statements of income and record the liability within either current or noncurrent accrued income taxes on the consolidated balance sheets.

See Note 16 to the consolidated financial statements for additional information regarding the status of current tax audits and proceedings.

12 . Earnings Per Share

Earnings per share is calculated using the two-class method, as the Company's A Preferred Shares are considered participating securities. Accordingly, earnings are allocated to both ordinary shares and participating securities in determining earnings per ordinary share. Due to the limited number of A Preferred Shares outstanding, this allocation had no effect on ordinary earnings per share; therefore, it is not presented below. Basic earnings per share is computed based on the weighted average number of ordinary shares outstanding. Diluted earnings per share is computed based on the weighted average number of ordinary shares outstanding, increased by the number of additional shares that would have been outstanding had the potentially dilutive ordinary shares been issued, and reduced by the number of shares the Company could have repurchased from the proceeds from issuance of the potentially dilutive shares. Potentially dilutive ordinary shares include stock options and other stock-based awards granted under stock-based compensation plans and shares committed to be purchased under the employee stock purchase plan.

The table below sets forth the computation of basic and diluted earnings per share:



	Three months ended
(in millions, except per share data)	July 28, 2017		July 29, 2016
Numerator:
Net income attributable to ordinary shareholders	$	1,016	$	929
Denominator:
Basic – weighted average shares outstanding	1,361.9		1,392.2
Effect of dilutive securities:
Employee stock options	9.2		10.5
Employee restricted stock units	4.0		3.9
Other	0.5		0.5
Diluted – weighted average shares outstanding	1,375.6		1,407.1

Basic earnings per share	$	0.75	$	0.67
Diluted earnings per share	$	0.74	$	0.66

The calculation of weighted average diluted shares outstanding excludes options to purchase approximately 4 million ordinary shares both for the three months ended July 28, 2017 and July 29, 2016 , because their effect would be anti-dilutive on the Company’s earnings per share.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

13 . Stock-Based Compensation

The following table presents the components and classification of stock-based compensation expense for stock options, restricted stock, and employee stock purchase plan shares recognized for the three months ended July 28, 2017 and July 29, 2016 :



	Three months ended
(in millions)	July 28, 2017			July 29, 2016
Stock options	$	35		$	38
Restricted stock	48			34
Employee stock purchase plan	9			7
Total stock-based compensation expense	$	92		$	79

Cost of products sold	$	10		$	11
Research and development expense	9			9
Selling, general, and administrative expense	55			51
Restructuring charges	—			1
Acquisition-related items	2			7
Divestiture-related items	16			—
Total stock-based compensation expense	92			79
Income tax benefits	(25		)	(21		)
Total stock-based compensation expense, net of tax	$	67		$	58

14 . Retirement Benefit Plans

The Company sponsors various retirement benefit plans, including defined benefit pension plans (pension benefits), post-retirement medical plans, defined contribution savings plans, and termination indemnity plans, covering substantially all U.S. employees and many employees outside the U.S. The net periodic benefit cost of the defined benefit pension plans included the following components for the three months ended July 28, 2017 and July 29, 2016 :



	U.S. Pension Benefits						Non-U.S. Pension Benefits
	Three months ended						Three months ended
(in millions)	July 28, 2017			July 29, 2016			July 28, 2017			July 29, 2016
Service cost	$	29		$	29		$	17		$	19
Interest cost	30			27			7			6
Expected return on plan assets	(52		)	(47		)	(13		)	(12		)
Amortization of net actuarial loss	20			23			4			4
Net periodic benefit cost	$	27		$	32		$	15		$	17

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

15 . Accumulated Other Comprehensive (Loss) Income and Supplemental Equity Disclosure

The following table provides changes in AOCI, net of tax and by component.



(in millions)	Unrealized Gain (Loss) on Available-for-Sale Securities			Cumulative Translation Adjustment			Net Change in Retirement Obligations			Unrealized Gain (Loss) on Derivative Financial Instruments			Total Accumulated Other Comprehensive (Loss) Income
April 28, 2017	$	(69	)	$	(1,452	)	$	(1,129	)	$	37		$	(2,613	)
Other comprehensive income (loss) before reclassifications	39			831			(17		)	(159		)	694
Reclassifications	(9		)	—			16			(12		)	(5		)
Other comprehensive income (loss)	30			831			(1		)	(171		)	689
July 28, 2017	$	(39	)	$	(621	)	$	(1,130	)	$	(134	)	$	(1,924	)

(in millions)	Unrealized Gain (Loss) on Available-for-Sale Securities			Cumulative Translation Adjustment			Net Change in Retirement Obligations			Unrealized Gain (Loss) on Derivative Financial Instruments			Total Accumulated Other Comprehensive (Loss) Income
April 29, 2016	$	(107	)	$	(474	)	$	(1,197	)	$	(90	)	$	(1,868	)
Other comprehensive income (loss) before reclassifications	116			(350		)	—			62			(172		)
Reclassifications	(1		)	—			25			(8		)	16
Other comprehensive income (loss)	115			(350		)	25			54			(156		)
July 29, 2016	$	8		$	(824	)	$	(1,172	)	$	(36	)	$	(2,024	)

The income tax on gains and losses on available-for-sale securities in other comprehensive income before reclassifications during the three months ended July 28, 2017 and July 29, 2016 was an expense of $17 million and $52 million , respectively. During the three months ended July 28, 2017 , realized gains and losses on available-for-sale securities reclassified from AOCI were reduced by income taxes of $4 million . During the three months ended July 29, 2016 , there was no income tax impact on realized gains and losses on available-for-sale securities reclassified from AOCI. When realized, gains and losses on available-for-sale securities reclassified from AOCI are recognized within other expense, net . Refer to Note 6 to the consolidated financial statements for additional information.

Taxes are not provided on cumulative translation adjustments as substantially all translation adjustments relate to earnings that are intended to be indefinitely reinvested outside the U.S.

The net change in retirement obligations in other comprehensive income includes net amortization of prior service costs and actuarial losses included in net periodic benefit cost. The income tax on the net change in retirement obligations in other comprehensive income before reclassifications during the three months ended July 28, 2017 was a benefit of $4 million . During the three months ended July 29, 2016 , there was no income tax impact on the net change in retirement obligations in other comprehensive income before reclassifications. During the three months ended July 28, 2017 and July 29, 2016 , the gains and losses on defined benefit and pension items reclassified from AOCI were reduced by income taxes of $8 million and $2 million , respectively. Refer to Note 14 to the consolidated financial statements for additional information.

The income tax on unrealized gains and losses on derivative financial instruments in other comprehensive income before reclassifications during the three months ended July 28, 2017 and July 29, 2016 was a benefit of $91 million and an expense of $36 million , respectively. During the three months ended July 28, 2017 and July 29, 2016 , gains and losses on derivative financial instruments reclassified from AOCI were reduced by income taxes of $8 million and $6 million , respectively. When realized, cash flow hedge gains and losses reclassified from AOCI are recognized within other expense, net, and forward starting interest rate derivative financial instrument gains and losses reclassified from AOCI are recognized within interest expense, net . Refer to Note 8 to the consolidated financial statements for additional information.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The supplemental equity schedule below presents changes in the Company's noncontrolling interests and total shareholders' equity for the three months ended July 28, 2017 .



(in millions)	Total Shareholders' Equity			Noncontrolling Interests			Total Equity
April 28, 2017	$	50,294		$	122		$	50,416
Net income	1,016			(7		)	1,009
Other comprehensive income	689			—			689
Dividends to shareholders	(625		)	—			(625		)
Issuance of shares under stock purchase and award plans	138			—			138
Repurchase of ordinary shares	(1,228		)	—			(1,228		)
Stock-based compensation	92			—			92
Cumulative effect of change in accounting principle	296			—			296
July 28, 2017	$	50,672		$	115		$	50,787

16 . Commitments and Contingencies

The Company and its affiliates are involved in a number of legal actions involving product liability, intellectual property disputes, shareholder related matters, environmental proceedings, income tax disputes, and governmental proceedings and investigations, including those described below. With respect to governmental proceedings and investigations, like other companies in our industry, the Company is subject to extensive regulation by national, state and local governmental agencies in the United States and in other jurisdictions in which the Company and its affiliates operate. As a result, interaction with governmental agencies is ongoing. The Company’s standard practice is to cooperate with regulators and investigators in responding to inquiries. The outcomes of these legal actions are not within the Company’s complete control and may not be known for prolonged periods of time. In some actions, the enforcement agencies or private claimants seek damages, as well as other civil or criminal remedies (including injunctions barring the sale of products that are the subject of the proceeding), that could require significant expenditures, result in lost revenues, or limit the Company's ability to conduct business in the applicable jurisdictions. The Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies related to legal actions when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required. Estimates of probable losses resulting from litigation and governmental proceedings involving the Company are inherently difficult to predict, particularly when the matters are in early procedural stages, with incomplete scientific facts or legal discovery, involve unsubstantiated or indeterminate claims for damages, potentially involve penalties, fines or punitive damages, or could result in a change in business practice. At July 28, 2017 and April 28, 2017 , accrued certain litigation charges were approximately $1.0 billion and $1.1 billion , respectively. The ultimate cost to the Company with respect to accrued certain litigation charges could be materially different than the amount of the current estimates and accruals and could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows. The Company includes accrued certain litigation charges in other accrued expenses and other liabilities on the consolidated balance sheets.

In addition to litigation contingencies, the Company also has certain income tax and guarantee obligations that may potentially result in future charges. While it is not possible to predict the outcome for most of the matters discussed below, the Company believes it is possible that charges associated with these matters could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.

Product Liability Matters

Sprint Fidelis

In 2007, a putative class action was filed in the Ontario Superior Court of Justice in Canada seeking damages for personal injuries allegedly related to the Company's Sprint Fidelis family of defibrillation leads. On October 20, 2009, the court certified a class proceeding but denied class certification on plaintiffs' claim for punitive damages. Pretrial proceedings are underway. The Company has not recognized an expense related to damages in connection with this matter because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from this matter.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

INFUSE Litigation

The Company estimated law firms representing approximately 6,000 claimants asserted or intended to assert personal injury claims against Medtronic in the U.S. state and federal courts involving the INFUSE bone graft product. As of June 1, 2017, the Company had reached agreements to settle substantially all of these claims, resolving this litigation. The Company's accrued expenses for this matter are included within accrued certain litigation charges as discussed above.

Other INFUSE Litigation

On June 5, 2014, Humana, Inc. filed a lawsuit for unspecified monetary damages in the U.S. District Court for the Western District of Tennessee, alleging that Medtronic, Inc. violated federal racketeering (RICO) law and various state laws, by conspiring with physicians to promote unapproved uses of INFUSE. In September of 2015, the Court granted Medtronic’s motion to dismiss the primary allegations, including the RICO claims, in Humana’s complaint. In April of 2016, the Court denied Humana's motion to file an amended complaint. In June of 2017, the Company settled this matter with no admission of liability, bringing this matter to a conclusion. The Company’s accrued expenses for this matter are included within accrued certain litigation charges as discussed above.

Pelvic Mesh Litigation

The Company, through the acquisition of Covidien, is currently involved in litigation in various state and federal courts against manufacturers of pelvic mesh products alleging personal injuries resulting from the implantation of those products. Two subsidiaries of Covidien supplied pelvic mesh products to one of the manufacturers, C.R. Bard (Bard), named in the litigation. The litigation includes a federal multi-district litigation in the U.S. District Court for the Northern District of West Virginia and cases in various state courts and jurisdictions outside the U.S. Generally, complaints allege design and manufacturing claims, failure to warn, breach of warranty, fraud, violations of state consumer protection laws and loss of consortium claims. In fiscal year 2016, Bard paid the Company $121 million towards the settlement of 11,000 of these claims. In May 2017, the agreement with Bard was amended to extend the terms to apply to up to an additional 5,000 claims. That agreement does not resolve the dispute between the Company and Bard with respect to claims that do not settle, if any. As part of the agreement, the Company and Bard agreed to dismiss without prejudice their pending litigation with respect to Bard’s obligation to defend and indemnify the Company. The Company estimates law firms representing approximately 15,800 claimants have asserted or may assert claims involving products manufactured by Covidien’s subsidiaries. As of August 1, 2017, the Company had reached agreements to settle approximately 12,900 of these claims. The Company's accrued expenses for this matter are included within accrued certain litigation charges as discussed above.

Patent Litigation

Ethicon

On December 14, 2011, Ethicon filed an action against Covidien in the U.S. District Court for the Southern District of Ohio, alleging patent infringement and seeking monetary damages and injunctive relief. On January 22, 2014, the district court entered summary judgment in Covidien's favor, and the majority of this ruling was affirmed by the Federal Circuit on August 7, 2015. Following appeal, the case was remanded back to the District Court with respect to one patent. On January 21, 2016, Covidien filed a second action in the U.S. District Court for the Southern District of Ohio, seeking a declaration of non-infringement with respect to a second set of patents held by Ethicon. The court consolidated this second action with the remaining patent issues from the first action. Following consolidation of the cases, Ethicon dismissed 6 of the asserted patents, leaving a single asserted patent. In addition to claims of non-infringement, the Company asserts an affirmative defense of invalidity. The case is currently in the discovery stage. The Company has not recognized an expense related to damages in connection with this matter, because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from this matter.

Shareholder Related Matters

INFUSE

On March 12, 2012, Charlotte Kokocinski (Kokocinski) filed a shareholder derivative action against both Medtronic, Inc. and certain of its current and former officers and directors in the U.S. District Court for the District of Minnesota, setting forth certain allegations, including a claim that defendants violated various purported duties in connection with the INFUSE bone graft product and otherwise. On March 25, 2013, the District Court dismissed the case without prejudice, and Kokocinski subsequently filed an amended complaint. On March 30, 2015, the District Court granted defendants’ motion to dismiss the amended complaint, dismissing the case with prejudice. Kokocinski sought reconsideration of that decision, and, on September 30, 2015, the District Court denied Kokocinski’s request for reconsideration. Kokocinski appealed the District Court’s decision to the U.S. Court of Appeals for the Eighth Circuit. On March 1, 2017, the Eighth Circuit Court of Appeals affirmed the lower Court’s dismissal of

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

the case with prejudice, and on April 11, 2017, the Eighth Circuit rejected Kokocinski’s request for reconsideration. The Company has not recognized an expense related to damages in connection with this matter, because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.

West Virginia Pipe Trades and Phil Pace, on June 27, 2013 and July 3, 2013, respectively, filed putative class action complaints against Medtronic, Inc. and certain of its officers in the U.S. District Court for the District of Minnesota, alleging that the defendants made false and misleading public statements and engaged in a scheme to defraud regarding the INFUSE Bone Graft product during the period of December 8, 2010 through August 3, 2011. The matters were consolidated in September, 2013, and in the consolidated complaint plaintiffs alleged a class period of September 28, 2010 through August 3, 2011. On September 30, 2015, the District Court granted defendants’ motion for summary judgment in the consolidated matters. Plaintiffs appealed the dismissal to the U.S. Court of Appeals for the Eighth Circuit, and in December of 2016 the Eighth Circuit Court reversed and remanded the case to the District Court for further proceedings. The Company has not recognized an expense related to damages in connection with this matter, because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.

COVIDIEN ACQUISITION

On July 2, 2014, Lewis Merenstein filed a putative shareholder class action in Hennepin County, Minnesota, District Court seeking to enjoin the then-potential acquisition of Covidien. The lawsuit named Medtronic, Inc., Covidien, and each member of the Medtronic, Inc. Board of Directors at the time as defendants, and alleged that the directors breached their fiduciary duties to shareholders with regard to the then-potential acquisition. On August 21, 2014, Kenneth Steiner filed a putative shareholder class action in Hennepin County, Minnesota, District Court, also seeking an injunction to prevent the potential Covidien acquisition. In September 2014, the Merenstei n and Steiner matters were consolidated and in December 2014, the plaintiffs filed a preliminary injunction motion seeking to enjoin the Covidien transaction. On December 30, 2014, a hearing was held on plaintiffs’ motion for preliminary injunction and on defendants’ motion to dismiss. On January 2, 2015, the District Court denied the plaintiffs’ motion for preliminary injunction and on January 5, 2015 issued its opinion. On March 20, 2015, the District Court issued its order and opinion granting Medtronic’s motion to dismiss the case. In May of 2015, the plaintiffs filed an appeal, and, in January of 2016, the Minnesota State Court of Appeals affirmed in part, reversed in part, and remanded the case to the District Court for further proceedings. In February of 2016, the Company petitioned the Minnesota Supreme Court to review the decision of the Minnesota State Court of Appeals, and on April 19, 2016 the Minnesota Supreme Court granted the Company’s petition on the issue of whether most of the original claims are properly characterized as direct or derivative under Minnesota law. In August of 2017, the Minnesota Supreme Court affirmed the decision of the Minnesota State Court of Appeals, sending the matter back to the trial court for further proceedings. The Company has not recognized an expense related to damages in connection with this matter, because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.

HEARTWARE

On January 22, 2016, the St. Paul Teachers’ Retirement Fund Association filed a putative class action complaint (the “Complaint”) in the United States District Court for the Southern District of New York against HeartWare on behalf of all persons and entities who purchased or otherwise acquired shares of HeartWare from June 10, 2014 through January 11, 2016 (the “Class Period”). The Complaint was amended on June 29, 2016 and claims HeartWare and one of its executives violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making false and misleading statements about, among other things, HeartWare’s response to a June 2014 U.S. FDA warning letter, the development of the Miniaturized Ventricular Assist Device (MVAD) System and the proposed acquisition of Valtech Cardio Ltd. The Complaint seeks to recover damages on behalf of all purchasers or acquirers of HeartWare’s stock during the Class Period. In August of 2016 the Company acquired HeartWare. The Company's accrued expenses for this matter are included within accrued certain litigation charges as discussed above.

Environmental Proceedings

The Company, through the acquisition of Covidien, is involved in various stages of investigation and cleanup related to environmental remediation matters at a number of sites. These projects relate to a variety of activities, including removal of solvents, metals and other hazardous substances from soil and groundwater. The ultimate cost of site cleanup and timing of future cash flows is difficult to predict given uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The Company is a successor to a company which owned and operated a chemical manufacturing facility in Orrington, Maine from 1967 until 1982, and is responsible for the costs of completing an environmental site investigation as required by the Maine Department of Environmental Protection (MDEP). MDEP served a compliance order on Mallinckrodt LLC and U.S. Surgical Corporation, subsidiaries of Covidien, in December 2008, which included a directive to remove a significant volume of soils at the site. After a hearing on the compliance order before the Maine Board of Environmental Protection (Maine Board) to challenge the terms of the compliance order, the Maine Board modified the MDEP order and issued a final order requiring removal of two landfills, capping of the remaining three landfills, installation of a groundwater extraction system and long-term monitoring of the site and the three remaining landfills.

The Company has proceeded with implementation of the investigation and remediation at the site in accordance with the MDEP order as modified by the Maine Board order.

The Company has also been involved in a lawsuit filed in the U.S. District Court for the District of Maine by the Natural Resources Defense Council and the Maine People’s Alliance. Plaintiffs sought an injunction requiring Covidien to conduct extensive studies of mercury contamination of the Penobscot River and Bay and options for remediating such contamination, and to perform appropriate remedial activities, if necessary.

On July 29, 2002, following a March 2002 trial, the District Court entered an opinion and order which held that conditions in the Penobscot River and Bay may pose an imminent and substantial endangerment and that Covidien was liable for the cost of performing a study of the river and bay. The District Court subsequently appointed an independent study panel to oversee the study and ordered Covidien to pay costs associated with the study. A report issued by the study panel contains recommendations for a variety of potential remedial options which could be implemented individually or in a variety of combinations, and included preliminary cost estimates for a variety of potential remedial options, which the report describes as “very rough estimates of cost,” ranging from $25 million to $235 million . The report indicates that these costs are subject to uncertainties, and that before any remedial option is implemented, further engineering studies and engineering design work are necessary to determine the feasibility of the proposed remedial options. In June of 2014, a trial was held to determine if remediation was necessary and feasible, and on September 2, 2015, the District Court issued an order concluding that further engineering study and engineering design work is appropriate to determine the nature and extent of remediation in the Penobscot River and Bay. In January of 2016, the Court appointed an engineering firm to conduct the next phase of the study. The study is targeted for completion in calendar year 2018.

The Company's accrued expenses for environmental proceedings are included within accrued certain litigation charges as discussed above.

Government Matters

Medtronic has received subpoenas or document requests from the Attorneys General in Massachusetts, California, Oregon, Illinois, and Washington seeking information regarding sales, marketing, clinical, and other information relating to the INFUSE bone graft product. The Company's accrued expenses for these matters are included within accrued certain litigation charges as discussed above.

On May 2, 2011, the U.S. Attorney’s Office for the District of Massachusetts issued a subpoena to ev3, a subsidiary of the Company, requesting production of documents relating to sales and marketing and other issues in connection with several neurovascular products. The matters under investigation relate to activities prior to Covidien's acquisition of ev3 in 2010. ev3 complied as required with the subpoena and cooperated with the investigation. The Company's accrued expenses for this matter are included within accrued certain litigation charges as discussed above.

On September 2, 2014, the U.S. Department of Health and Human Services, Office of Inspector General and the U.S. Attorney’s Office for the Northern District of California, issued a subpoena requesting production of documents relating to sales and marketing practices associated with certain of ev3’s peripheral vascular products. The Company has not recognized an expense related to damages in connection with this matter, because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from this matter.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Income Taxes

In March 2009, the IRS issued its audit report on Medtronic, Inc. for fiscal years 2005 and 2006. Medtronic, Inc. reached agreement with the IRS on some, but not all matters related to these fiscal years. On December 23, 2010, the IRS issued a statutory notice of deficiency with respect to the remaining issues. Medtronic, Inc. filed a petition with the U.S. Tax Court on March 21, 2011 objecting to the deficiency. During October and November 2012, Medtronic, Inc. reached resolution with the IRS on various matters, including the deductibility of a settlement payment. Medtronic, Inc. and the IRS agreed to hold one issue, the calculation of amounts eligible for the one-time repatriation holiday, because such specific issue was being addressed by other taxpayers in litigation with the IRS. The remaining unresolved issue for fiscal years 2005 and 2006 relates to the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico, which is one of the Company's key manufacturing sites. The U.S. Tax Court proceeding with respect to this issue began on February 3, 2015 and ended on March 12, 2015. On June 9, 2016, the U.S. Tax court issued its opinion with respect to the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico for fiscal years 2005 and 2006. The U.S. Tax Court generally rejected the IRS’s position, but also made certain modifications to the Medtronic, Inc. tax returns as filed. During November 2016, Medtronic and the IRS entered into a Stipulation of Settled Issues with the Tax Court which resolved the one-time repatriation holiday as an outstanding issue unless either party decided to appeal the Tax Court Opinion and a final decision is inconsistent with the U.S. Tax Court Opinion. The U.S. Tax Court entered their final decision on January 25, 2017. On April 21, 2017, the IRS filed their Notice of Appeal to the U.S. Court of Appeals for the 8th Circuit regarding the Tax Court Opinion. A hearing date for the Appeal has not been set.

In October 2011, the IRS issued its audit report on Medtronic, Inc. for fiscal years 2007 and 2008. Medtronic, Inc. reached agreement with the IRS on some, but not all matters related to these fiscal years. During the first quarter of fiscal year 2016, the Company finalized its agreement with the IRS on the proposed adjustments associated with the tax effects of the Company's acquisition of Kyphon Inc. (Kyphon). The settlement was consistent with the certain tax adjustment recorded during the fourth quarter of fiscal year 2015. During the first quarter of fiscal year 2017, an expected settlement was reached with the IRS for all outstanding issues for fiscal years 2007 and 2008 except for the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico for the businesses that are the subject of the U.S. Tax Court Case for fiscal years 2005 and 2006.

In April 2014, the IRS issued its audit report on Medtronic, Inc. for fiscal years 2009, 2010, and 2011. Medtronic, Inc. reached agreement with the IRS on some but not all matters related to these fiscal years. During the first quarter of fiscal year 2017, an expected settlement was reached with the IRS for all outstanding issues for fiscal years 2009, 2010, and 2011 except for the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico for the businesses that are the subject of the U.S. Tax Court Case for fiscal years 2005 and 2006.

In May 2017, the IRS issued its audit report on Medtronic, Inc. for fiscal years 2012, 2013, and 2014. Medtronic, Inc. reached agreement with the IRS on some but not all matters related to these fiscal years. The significant issues that remain unresolved relate to the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico, and proposed adjustments associated with the utilization of certain net operating losses. The Company disagrees with the IRS and will attempt to resolve these matters at the IRS Appellate level.

Covidien and the IRS have concluded and reached agreement on its audit of Covidien’s U.S. federal income tax returns for all tax years through 2009. The IRS continues to audit Covidien’s U.S. federal income tax returns for the years 2010 through 2012. The statute of limitations for Covidien’s 2013 U.S. federal income tax returns lapsed during the first quarter of fiscal year 2018.

See Note 11 for additional discussion of income taxes.

Guarantees

As a result of the acquisition of Covidien, the Company has guarantee commitments and indemnifications with Tyco International, TE Connectivity Ltd. (TE Connectivity), and Mallinckrodt plc (Mallinckrodt) which relate to certain contingent tax liabilities.

On June 29, 2007, Covidien entered into the Tax Sharing Agreement, under which Covidien shares responsibility for certain of its, Tyco International’s and TE Connectivity’s income tax liabilities for periods prior to Covidien’s 2007 separation from Tyco International (2007 separation). Covidien, Tyco International and TE Connectivity share 42 percent , 27 percent , and 31 percent , respectively, of U.S. income tax liabilities that arise from adjustments made by tax authorities to Covidien's, Tyco International’s and TE Connectivity’s U.S. income tax returns, certain income tax liabilities arising from adjustments made by tax authorities to intercompany transactions or similar adjustments, and certain taxes attributable to internal transactions undertaken in anticipation of the 2007 separation. If Tyco International and TE Connectivity default on their obligations to the Company under the Tax Sharing Agreement, the Company would be liable for the entire amount of these liabilities. All costs and expenses associated with the management of these tax liabilities are being shared equally among the parties.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

In connection with the 2007 separation, all tax liabilities associated with Covidien business became Covidien’s tax liabilities. Following Covidien’s spin-off of its Pharmaceuticals business to Covidien shareholders through a distribution of all the outstanding ordinary shares of Mallinkrodt (2013 separation), Mallinckrodt became the primary obligor to the taxing authorities for the tax liabilities attributable to its subsidiaries, a significant portion of which relate to periods prior to the 2007 separation. However, Covidien remains the sole party subject to the Tax Sharing Agreement. Accordingly, Mallinckrodt does not share in the Company’s liability to Tyco International and TE Connectivity, nor in the receivable that the Company has from Tyco International and TE Connectivity.

If any party to the Tax Sharing Agreement were to default in its obligation to another party to pay its share of the distribution taxes that arise as a result of no party’s fault, each non-defaulting party would be required to pay, equally with any other non-defaulting party, the amounts in default. In addition, if another party to the Tax Sharing Agreement that is responsible for all or a portion of an income tax liability were to default in its payment of such liability to a taxing authority, the Company could be legally liable under applicable tax law for such liabilities and be required to make additional tax payments. Accordingly, under certain circumstances, the Company may be obligated to pay amounts in excess of the Company’s agreed upon share of Covidien's, Tyco International’s and TE Connectivity’s tax liabilities.

The Company has used available information to develop its best estimates for certain assets and liabilities related to periods prior to the 2007 separation, including amounts subject to or impacted by the provisions of the Tax Sharing Agreement. The actual amounts that the Company may be required to ultimately accrue or pay under the Tax Sharing Agreement, however, could vary depending upon the outcome of the unresolved tax matters. Final determination of the balances will be made in subsequent periods, primarily related to certain pre-2007 separation tax liabilities and tax years open for examination. These balances will also be impacted by the filing of final or amended income tax returns in certain jurisdictions where those returns include a combination of Tyco International, Covidien and/or TE Connectivity legal entities for periods prior to the 2007 separation. The resolutions with the U.S. Tax Court and IRS Appeals for fiscal years 1997 through 2007 were finalized during May 2016. However, the Tax Sharing Agreement remains in place with respect to income tax liabilities that are not the subject of such resolution.

In conjunction with the 2013 separation, Mallinckrodt assumed the tax liabilities that are attributable to its subsidiaries, and Covidien indemnified Mallinckrodt to the extent that such tax liabilities arising from periods prior to 2013 exceed $200 million , net of certain tax benefits realized. In addition, in connection with the 2013 separation, Covidien entered into certain other guarantee commitments and indemnifications with Mallinckrodt.

See Note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 28, 2017 for additional information.

Except as described above in this note or for certain income tax related matters, the Company has not recognized an expense related to losses in connection with these matters because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.

In the normal course of business, the Company and/or its affiliates periodically enter into agreements that require one or more of them to indemnify customers or suppliers for specific risks, such as claims for injury or property damage arising out of the Company or its affiliates’ products or the negligence of any of their personnel or claims alleging that any of their products infringe third-party patents or other intellectual property. The Company’s maximum exposure under these indemnification provisions is unable to be estimated, and the Company has not accrued any liabilities within the consolidated financial statements. Historically, the Company has not experienced significant losses on these types of indemnifications.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

17 . Segment and Geographic Information

Segment information

The Company’s management evaluates segment performance and allocates resources based on net sales and earnings before interest expense, net, the provision for income taxes, and amortization of intangible assets, not including centralized distribution costs and corporate charges, as presented in the table below. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in Note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 28, 2017 . The financial information that is regularly reviewed by the Company's chief operating decision maker to assess performance and allocate resources changed during fiscal year 2017. As a result, the Company has revised the disclosure for the prior period to align with current presentation.

Net sales of the Company’s reportable segments include end-customer revenues from the sale of products each reportable segment develops and manufactures or distributes. Segment disclosures are on a performance basis consistent with internal management reporting. Certain items are at corporate and centralized and are not allocated to the segments. Net sales and earnings before interest expense, net, the provision for income taxes, and amortization of intangible assets, not including centralized distribution costs and corporate charges by reportable segments are as follows:



	Three months ended
(in millions)	July 28, 2017		July 29, 2016
Cardiac and Vascular Group	$	2,646	$	2,518
Minimally Invasive Therapies Group	2,486		2,424
Restorative Therapies Group	1,809		1,772
Diabetes Group	449		452
Net Sales	$	7,390	$	7,166



	Three months ended
(in millions)	July 28, 2017			July 29, 2016
Cardiac and Vascular Group	$	1,011		$	954
Minimally Invasive Therapies Group	875			824
Restorative Therapies Group	680			669
Diabetes Group	112			159
Reportable segments' EBITA before other adjustments	2,678			2,606
Restructuring charges, net	(14		)	(104		)
Acquisition-related items	(53		)	(52		)
Divestiture-related items	(48		)	—
Certain litigation charges	—			(82		)
Amortization of intangible assets	(454		)	(487		)
Centralized distribution costs	(442		)	(401		)
Interest expense, net	(194		)	(179		)
Corporate	(278		)	(313		)
Income before provision for income taxes	$	1,195		$	988

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Geographic information

Net sales to external customers by geography are as follows:



	Three months ended
(in millions)	July 28, 2017		July 29, 2016
Americas ⁽¹⁾	$	4,367	$	4,297
EMEA ⁽²⁾	1,732		1,650
Asia-Pacific	857		822
Greater China	434		397
Net Sales	$	7,390	$	7,166

(1) The U.S., which is included in the Americas, had net sales to external customers of $4.0 billion for both the three months ended July 28, 2017 and July 29, 2016 .

(2) EMEA consists of Europe, Middle East, and Africa. Sales to Ireland were insignificant during all periods presented.

18 . Guarantor Financial Information

Medtronic plc and Medtronic Global Holdings S.C.A. (Medtronic Luxco), a wholly-owned subsidiary guarantor, each have provided full and unconditional guarantees of the obligations of Medtronic, Inc. under the Senior Notes (Medtronic Senior Notes) and full and unconditional guarantees of the obligations of Covidien International Finance S.A. (CIFSA) under the Senior Notes (CIFSA Senior Notes). The guarantees of the CIFSA Senior Notes are in addition to the guarantees of the CIFSA Senior Notes by Covidien Ltd. and Covidien Group Holdings Ltd., both of which are wholly-owned subsidiary guarantors of the CIFSA Senior Notes. Effective March 28, 2017, Medtronic plc and Medtronic, Inc. each provided a full and unconditional guarantee of the obligations of Medtronic Luxco under the Medtronic Luxco Senior Notes. The following is a summary of these guarantees:

Guarantees of Medtronic Senior Notes


•	Parent Company Guarantor - Medtronic plc


•	Subsidiary Issuer - Medtronic, Inc.


•	Subsidiary Guarantor - Medtronic Luxco

Guarantees of Medtronic Luxco Senior Notes


•	Parent Company Guarantor - Medtronic plc


•	Subsidiary Issuer - Medtronic Luxco


•	Subsidiary Guarantor - Medtronic, Inc.

Guarantees of CIFSA Senior Notes


•	Parent Company Guarantor - Medtronic plc


•	Subsidiary Issuer - CIFSA


•	Subsidiary Guarantors - Medtronic Luxco, Covidien Ltd., and Covidien Group Holdings Ltd. (CIFSA Subsidiary Guarantors)

The following presents the Company’s consolidating statements of comprehensive income for the three months ended July 28, 2017 and July 29, 2016 , condensed consolidating balance sheets at July 28, 2017 and April 28, 2017 , and condensed consolidating statements of cash flows for the three months ended July 28, 2017 and July 29, 2016 . The guarantees provided by the parent company guarantor and subsidiary guarantors are joint and several. Condensed consolidating financial information for Medtronic plc, Medtronic Luxco, Medtronic, Inc., CIFSA, and CIFSA Subsidiary Guarantors, on a stand-alone basis, is presented using the equity method of accounting for subsidiaries.

During the first quarter of fiscal year 2018, the Company undertook certain steps to reorganize ownership of various subsidiaries. The transactions were entirely among subsidiaries under the common control of Medtronic. This reorganization has been reflected as of the beginning of the earliest period presented.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Consolidating Statement of Comprehensive Income

Three Months Ended July 28, 2017

Medtronic Senior Notes and Medtronic Luxco Senior Notes



(in millions)	Medtronic plc			Medtronic, Inc.			Medtronic Luxco			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Net sales	$	—		$	303		$	—		$	7,390		$	(303	)	$	7,390

Costs and expenses:
Cost of products sold	—			222			—			2,433			(306		)	2,349
Research and development expense	—			158			—			390			—			548
Selling, general, and administrative expense	3			301			—			2,181			—			2,485
Restructuring charges, net	—			1			—			7			—			8
Acquisition-related items	—			29			—			15			—			44
Divestiture-related items	—			9			—			38			—			47
Amortization of intangible assets	—			2			—			452			—			454
Other (income) expense, net	13			(477		)	—			530			—			66
Operating profit (loss)	(16		)	58			—			1,344			3			1,389

Interest income	—			(71		)	(110		)	(334		)	423			(92		)
Interest expense	49			441			35			184			(423		)	286
Interest expense (income), net	49			370			(75		)	(150		)	—			194
Equity in net (income) loss of subsidiaries	(1,079		)	(815		)	(1,004		)	—			2,898			—
Income from operations before income taxes	1,014			503			1,079			1,494			(2,895		)	1,195
Provision (benefit) for income taxes	(2		)	(77		)	—			265			—			186
Net income	1,016			580			1,079			1,229			(2,895		)	1,009
Net loss attributable to noncontrolling interests	—			—			—			7			—			7
Net income attributable to Medtronic	1,016			580			1,079			1,236			(2,895		)	1,016
Other comprehensive income (loss), net of tax	689			(7		)	689			680			(1,362		)	689
Other comprehensive loss attributable to non-controlling interests	—			—			—			7			—			7
Total comprehensive income	$	1,705		$	573		$	1,768		$	1,916		$	(4,257	)	$	1,705

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Consolidating Statement of Comprehensive Income

Three Months Ended July 29, 2016

Medtronic Senior Notes



(in millions)	Medtronic plc			Medtronic, Inc.			Medtronic Luxco			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Net sales	$	—		$	348		$	—		$	7,166		$	(348	)	$	7,166

Costs and expenses:
Cost of products sold	—			250			—			2,365			(354		)	2,261
Research and development expense	—			163			—			393			—			556
Selling, general, and administrative expense	3			280			—			2,145			—			2,428
Restructuring charges, net	—			16			—			78			—			94
Certain litigation charges	—			—			—			82			—			82
Acquisition-related items	—			23			—			29			—			52
Amortization of intangible assets	—			3			—			484			—			487
Other (income) expense, net	11			(640		)	—			668			—			39
Operating profit (loss)	(14		)	253			—			922			6			1,167

Interest income	—			(60		)	(156		)	(282		)	405			(93		)
Interest expense	16			408			1			252			(405		)	272
Interest (income) expense, net	16			348			(155		)	(30		)	—			179
Equity in net (income) loss of subsidiaries	(957		)	(1,174		)	(802		)	—			2,933			—
Income from operations before income taxes	927			1,079			957			952			(2,927		)	988
Provision (benefit) for income taxes	(2		)	22			—			39			—			59
Net income	929			1,057			957			913			(2,927		)	929
Other comprehensive income (loss), net of tax	(156		)	95			(156		)	(172		)	233			(156		)
Total comprehensive income	$	773		$	1,152		$	801		$	741		$	(2,694	)	$	773

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Balance Sheet

July 28, 2017

Medtronic Senior Notes and Medtronic Luxco Senior Notes



(in millions)	Medtronic plc		Medtronic, Inc.		Medtronic Luxco		Subsidiary Non-guarantors		Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	63	$	29	$	4,599	$	—		$	4,691
Investments	—		—		—		8,397		—			8,397
Accounts receivable, net	—		—		—		5,784		—			5,784
Inventories, net	—		166		—		3,547		(175		)	3,538
Intercompany receivable	94		—		—		12,960		(13,054		)	—
Other current assets	7		278		—		1,715		—			2,000
Current assets held for sale	—		—		—		369		—			369
Total current assets	101		507		29		37,371		(13,229		)	24,779
Property, plant, and equipment, net	—		1,325		—		3,062		—			4,387
Goodwill	—		—		—		39,196		—			39,196
Other intangible assets, net	—		17		—		22,989		—			23,006
Tax assets	—		809		—		789		—			1,598
Investment in subsidiaries	57,874		72,950		54,584		—		(185,408		)	—
Intercompany loans receivable	3,000		11,731		18,121		28,694		(61,546		)	—
Other assets	—		452		—		832		—			1,284
Noncurrent assets held for sale	—		—		—		6,000		—			6,000
Total assets	$	60,975	$	87,791	$	72,734	$	138,933	$	(260,183	)	$	100,250
LIABILITIES AND EQUITY
Current liabilities:
Current debt obligations	$	—	$	5,000	$	1,473	$	1,585	$	—		$	8,058
Accounts payable	—		347		—		1,412		—			1,759
Intercompany payable	13		13,041		—		—		(13,054		)	—
Accrued compensation	7		454		—		843		—			1,304
Accrued income taxes	13		—		—		704		—			717
Other accrued expenses	1		506		16		2,728		—			3,251
Current liabilities held for sale	—		—		—		59		—			59
Total current liabilities	34		19,348		1,489		7,331		(13,054		)	15,148
Long-term debt	—		21,789		1,841		2,323		—			25,953
Accrued compensation and retirement benefits	—		1,116		—		547		—			1,663
Accrued income taxes	10		1,582		—		578		—			2,170
Intercompany loans payable	10,259		13,161		18,533		19,593		(61,546		)	—
Deferred tax liabilities	—		—		—		2,610		—			2,610
Other liabilities	—		154		—		872		—			1,026
Noncurrent liabilities held for sale	—		—		—		893		—			893
Total liabilities	10,303		57,150		21,863		34,747		(74,600		)	49,463
Shareholders’ equity	50,672		30,641		50,871		104,071		(185,583		)	50,672
Noncontrolling interests	—		—		—		115		—			115
Total equity	50,672		30,641		50,871		104,186		(185,583		)	50,787
Total liabilities and equity	$	60,975	$	87,791	$	72,734	$	138,933	$	(260,183	)	$	100,250

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Balance Sheet

April 28, 2017

Medtronic Senior Notes and Medtronic Luxco Senior Notes



(in millions)	Medtronic plc		Medtronic, Inc.		Medtronic Luxco		Subsidiary Non-guarantors		Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	45	$	5	$	4,917	$	—		$	4,967
Investments	—		—		—		8,741		—			8,741
Accounts receivable, net	—		—		—		5,591		—			5,591
Inventories, net	—		155		—		3,361		(178		)	3,338
Intercompany receivable	63		—		—		12,618		(12,681		)	—
Other current assets	10		227		—		1,628		—			1,865
Current assets held for sale	—		—		—		371		—			371
Total current assets	73		427		5		37,227		(12,859		)	24,873
Property, plant, and equipment, net	—		1,311		—		3,050		—			4,361
Goodwill	—		—		—		38,515		—			38,515
Other intangible assets, net	—		20		—		23,387		—			23,407
Tax assets	—		727		—		782		—			1,509
Investment in subsidiaries	55,833		71,909		52,618		—		(180,360		)	—
Intercompany loans receivable	3,000		12,162		16,114		32,774		(64,050		)	—
Other assets	—		434		—		798		—			1,232
Noncurrent assets held for sale	—		—		—		5,919		—			5,919
Total assets	$	58,906	$	86,990	$	68,737	$	142,452	$	(257,269	)	$	99,816
LIABILITIES AND EQUITY
Current liabilities:
Current debt obligations	$	—	$	5,000	$	901	$	1,619	$	—		$	7,520
Accounts payable	—		304		—		1,427		—			1,731
Intercompany payable	12		12,669		—		—		(12,681		)	—
Accrued compensation	9		734		—		1,117		—			1,860
Accrued income taxes	13		—		—		620		—			633
Other accrued expenses	—		352		4		2,086		—			2,442
Current liabilities held for sale	—		—		—		34		—			34
Total current liabilities	34		19,059		905		6,903		(12,681		)	14,220
Long-term debt	—		21,782		1,842		2,297		—			25,921
Accrued compensation and retirement benefits	—		1,120		—		521		—			1,641
Accrued income taxes	10		1,658		—		737		—			2,405
Intercompany loans payable	8,568		13,151		17,160		25,171		(64,050		)	—
Deferred tax liabilities	—		—		—		2,978		—			2,978
Other liabilities	—		153		—		1,362		—			1,515
Noncurrent liabilities held for sale	—		—		—		720		—			720
Total liabilities	8,612		56,923		19,907		40,689		(76,731		)	49,400
Shareholders' equity	50,294		30,067		48,830		101,641		(180,538		)	50,294
Noncontrolling interests	—		—		—		122		—			122
Total equity	50,294		30,067		48,830		101,763		(180,538		)	50,416
Total liabilities and equity	$	58,906	$	86,990	$	68,737	$	142,452	$	(257,269	)	$	99,816

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statement of Cash Flows

Three Months Ended July 28, 2017

Medtronic Senior Notes and Medtronic Luxco Senior Notes



(in millions)	Medtronic plc			Medtronic, Inc.			Medtronic Luxco			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Operating Activities:
Net cash provided by (used in) operating activities	$	24		$	(355	)	$	86		$	982		$	—		$	737
Investing Activities:
Acquisitions, net of cash acquired	—			—			—			—			—			—
Additions to property, plant, and equipment	—			(68		)	—			(210		)	—			(278		)
Purchases of investments	—			—			—			(615		)	—			(615		)
Sales and maturities of investments	—			—			—			971			—			971
Net (increase) decrease in intercompany loans	—			431			(2,007		)	4,080			(2,504		)	—
Other investing activities, net	—			—			—			5			—			5
Net cash provided by (used in) investing activities	—			363			(2,007		)	4,231			(2,504		)	83
Financing Activities:
Acquisition-related contingent consideration	—			—			—			(3		)	—			(3		)
Change in current debt obligations, net	—			—			572			(3		)	—			569
Issuance of long-term debt	—			—			—			18			—			18
Payments on long-term debt	—			—			—			(8		)	—			(8		)
Dividends to shareholders	(625		)	—			—			—			—			(625		)
Issuance of ordinary shares	143			—			—			—			—			143
Repurchase of ordinary shares	(1,233		)	—			—			—			—			(1,233		)
Net intercompany loan borrowings (repayments)	1,691			10			1,373			(5,578		)	2,504			—
Intercompany dividend paid	—			—			—			—			—			—
Other financing activities	—			—			—			(2		)	—			(2		)
Net cash provided by (used in) financing activities	(24		)	10			1,945			(5,576		)	2,504			(1,141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			45			—			45
Net change in cash and cash equivalents	—			18			24			(318		)	—			(276		)
Cash and cash equivalents at beginning of period	—			45			5			4,917			—			4,967
Cash and cash equivalents at end of period	$	—		$	63		$	29		$	4,599		$	—		$	4,691

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statement of Cash Flows

Three Months Ended July 29, 2016

Medtronic Senior Notes



(in millions)	Medtronic plc			Medtronic, Inc.			Medtronic Luxco			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Operating Activities:
Net cash provided by (used in) operating activities	$	440		$	534		$	13		$	563		$	—		$	1,550
Investing Activities:
Acquisitions, net of cash acquired	—			—			—			(12		)	—			(12		)
Additions to property, plant, and equipment	—			—			—			(330		)	—			(330		)
Purchases of investments	—			—			—			(1,206		)	162			(1,044		)
Sales and maturities of investments	—			162			—			1,104			(162		)	1,104
Net (increase) decrease in intercompany loans	—			(541		)	(1,787		)	(785		)	3,113			—
Capital contribution paid	—			(162		)	—			—			162			—
Other investing activities, net	—			—			—			(2		)	—			(2		)
Net cash provided by (used in) investing activities	—			(541		)	(1,787		)	(1,231		)	3,275			(284		)
Financing Activities:
Acquisition-related contingent consideration	—			—			—			(11		)	—			(11		)
Change in current debt obligations, net	—			—			975			(49		)	—			926
Issuance of long-term debt	—			—			—			33			—			33
Payments on long-term debt	—			—			—			(17		)	—			(17		)
Dividends to shareholders	(599		)	—			—			—			—			(599		)
Issuance of ordinary shares	214			—			—			—			—			214
Repurchase of ordinary shares	(1,763		)	—			—			—			—			(1,763		)
Net intercompany loan borrowings (repayments)	1,708			(2		)	854			553			(3,113		)	—
Capital contribution received	—			—			—			162			(162		)	—
Other financing activities	—			—			—			57			—			57
Net cash provided by (used in) financing activities	(440		)	(2		)	1,829			728			(3,275		)	(1,160		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			78			—			78
Net change in cash and cash equivalents	—			(9		)	55			138			—			184
Cash and cash equivalents at beginning of period	—			55			—			2,821			—			2,876
Cash and cash equivalents at end of period	$	—		$	46		$	55		$	2,959		$	—		$	3,060

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Consolidating Statement of Comprehensive Income

Three Months Ended July 28, 2017

CIFSA Senior Notes



(in millions)	Medtronic plc			CIFSA			CIFSA Subsidiary Guarantors			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Net sales	$	—		$	—		$	—		$	7,390		$	—		$	7,390

Costs and expenses:
Cost of products sold	—			—			—			2,349			—			2,349
Research and development expense	—			—			—			548			—			548
Selling, general, and administrative expense	3			—			—			2,482			—			2,485
Restructuring charges, net	—			—			—			8			—			8
Acquisition-related items	—			—			—			44			—			44
Divestiture-related items	—			—			—			47			—			47
Amortization of intangible assets	—			—			—			454			—			454
Other (income) expense, net	13			1			—			52			—			66
Operating profit (loss)	(16		)	(1		)	—			1,406			—			1,389
Interest income	—			(16		)	(112		)	(112		)	148			(92		)
Interest expense	49			23			35			327			(148		)	286
Interest expense (income), net	49			7			(77		)	215			—			194
Equity in net (income) loss of subsidiaries	(1,079		)	(390		)	(1,002		)	—			2,471			—
Income from operations before income taxes	1,014			382			1,079			1,191			(2,471		)	1,195
Provision (benefit) for income taxes	(2		)	—			—			188			—			186
Net income	1,016			382			1,079			1,003			(2,471		)	1,009
Net loss attributable to noncontrolling interests	—			—			—			7			—			7
Net income attributable to Medtronic	1,016			382			1,079			1,010			(2,471		)	1,016
Other comprehensive income (loss), net of tax	689			94			689			689			(1,472		)	689
Other comprehensive loss attributable to non controlling interests	—			—			—			7			—			7
Total comprehensive income	$	1,705		$	476		$	1,768		$	1,699		$	(3,943	)	$	1,705

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Consolidating Statement of Comprehensive Income

Three Months Ended July 29, 2016

CIFSA Senior Notes



(in millions)	Medtronic plc			CIFSA			CIFSA Subsidiary Guarantors			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Net sales	$	—		$	—		$	—		$	7,166		$	—		$	7,166

Costs and expenses:
Cost of products sold	—			—			—			2,261			—			2,261
Research and development expense	—			—			—			556			—			556
Selling, general, and administrative expense	3			—			—			2,425			—			2,428
Restructuring charges, net	—			—			—			94			—			94
Certain litigation charges	—			—			—			82			—			82
Acquisition-related items	—			—			—			52			—			52
Amortization of intangible assets	—			—			—			487			—			487
Other (income) expense, net	11			1			—			27			—			39
Operating profit (loss)	(14		)	(1		)	—			1,182			—			1,167
Interest income	—			(29		)	(157		)	(106		)	199			(93		)
Interest expense	16			32			1			422			(199		)	272
Interest expense (income), net	16			3			(156		)	316			—			179
Equity in net (income) loss of subsidiaries	(957		)	(877		)	(801		)	—			2,635			—
Income from operations before income taxes	927			873			957			866			(2,635		)	988
Provision (benefit) for income taxes	(2		)	—			—			61			—			59
Net income	929			873			957			805			(2,635		)	929
Other comprehensive income (loss), net of tax	(156		)	42			(156		)	(156		)	270			(156		)
Total comprehensive income	$	773		$	915		$	801		$	649		$	(2,365	)	$	773

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Balance Sheet

July 28, 2017

CIFSA Senior Notes



(in millions)	Medtronic plc		CIFSA		CIFSA Subsidiary Guarantors		Subsidiary Non-guarantors		Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	—	$	30	$	4,661	$	—		$	4,691
Investments	—		—		—		8,397		—			8,397
Accounts receivable, net	—		—		—		5,784		—			5,784
Inventories, net	—		—		—		3,538		—			3,538
Intercompany receivable	94		—		60		13		(167		)	—
Other current assets	7		—		—		1,993		—			2,000
Current assets held for sale	—		—		—		369		—			369
Total current assets	101		—		90		24,755		(167		)	24,779
Property, plant, and equipment, net	—		—		—		4,387		—			4,387
Goodwill	—		—		—		39,196		—			39,196
Other intangible assets, net	—		—		—		23,006		—			23,006
Tax assets	—		—		—		1,598		—			1,598
Investment in subsidiaries	57,874		31,684		53,258		—		(142,816		)	—
Intercompany loans receivable	3,000		2,795		19,390		18,634		(43,819		)	—
Other assets	—		—		—		1,284		—			1,284
Noncurrent assets held for sale	—		—		—		6,000		—			6,000
Total assets	$	60,975	$	34,479	$	72,738	$	118,860	$	(186,802	)	$	100,250
LIABILITIES AND EQUITY
Current liabilities:
Current debt obligations	$	—	$	1,163	$	1,473	$	5,422	$	—		$	8,058
Accounts payable	—		—		—		1,759		—			1,759
Intercompany payable	13		—		—		154		(167		)	—
Accrued compensation	7		—		—		1,297		—			1,304
Accrued income taxes	13		—		—		704		—			717
Other accrued expenses	1		33		20		3,197		—			3,251
Current liabilities held for sale	—		—		—		59		—			59
Total current liabilities	34		1,196		1,493		12,592		(167		)	15,148
Long-term debt	—		2,128		1,841		21,984		—			25,953
Accrued compensation and retirement benefits	—		—		—		1,663		—			1,663
Accrued income taxes	10		—		—		2,160		—			2,170
Intercompany loans payable	10,259		1,371		18,533		13,656		(43,819		)	—
Deferred tax liabilities	—		—		—		2,610		—			2,610
Other liabilities	—		—		—		1,026		—			1,026
Noncurrent liabilities held for sale	—		—		—		893		—			893
Total liabilities	10,303		4,695		21,867		56,584		(43,986		)	49,463
Shareholders’ equity	50,672		29,784		50,871		62,161		(142,816		)	50,672
Noncontrolling interests	—		—		—		115		—			115
Total equity	50,672		29,784		50,871		62,276		(142,816		)	50,787
Total liabilities and equity	$	60,975	$	34,479	$	72,738	$	118,860	$	(186,802	)	$	100,250

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Balance Sheet

April 28, 2017

CIFSA Senior Notes



(in millions)	Medtronic plc		CIFSA		CIFSA Subsidiary Guarantors		Subsidiary Non-guarantors		Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	33	$	5	$	4,929	$	—		$	4,967
Investments	—		—		—		8,741		—			8,741
Accounts receivable, net	—		—		—		5,591		—			5,591
Inventories, net	—		—		—		3,338		—			3,338
Intercompany receivable	63		—		60		12		(135		)	—
Other current assets	10		—		—		1,855		—			1,865
Current assets held for sale	—		—		—		371		—			371
Total current assets	73		33		65		24,837		(135		)	24,873
Property, plant, and equipment, net	—		—		—		4,361		—			4,361
Goodwill	—		—		—		38,515		—			38,515
Other intangible assets, net	—		—		—		23,407		—			23,407
Tax assets	—		—		—		1,509		—			1,509
Investment in subsidiaries	55,833		31,055		51,294		—		(138,182		)	—
Intercompany loans receivable	3,000		2,978		17,383		17,260		(40,621		)	—
Other assets	—		—		—		1,232		—			1,232
Noncurrent assets held for sale	—		—		—		5,919		—			5,919
Total assets	$	58,906	$	34,066	$	68,742	$	117,040	$	(178,938	)	$	99,816
LIABILITIES AND EQUITY
Current liabilities:
Current debt obligations	$	—	$	1,176	$	901	$	5,443	$	—		$	7,520
Accounts payable	—		—		—		1,731		—			1,731
Intercompany payable	12		—		—		123		(135		)	—
Accrued compensation	9		—		—		1,851		—			1,860
Accrued income taxes	13		—		—		620		—			633
Other accrued expenses	—		23		8		2,411		—			2,442
Current liabilities held for sale	—		—		—		34		—			34
Total current liabilities	34		1,199		909		12,213		(135		)	14,220
Long-term debt	—		2,133		1,842		21,946		—			25,921
Accrued compensation and retirement benefits	—		—		—		1,641		—			1,641
Accrued income taxes	10		—		—		2,395		—			2,405
Intercompany loans payable	8,568		1,369		17,161		13,523		(40,621		)	—
Deferred tax liabilities	—		—		—		2,978		—			2,978
Other liabilities	—		—		—		1,515		—			1,515
Noncurrent liabilities held for sale	—		—		—		720		—			720
Total liabilities	8,612		4,701		19,912		56,931		(40,756		)	49,400
Shareholders' equity	50,294		29,365		48,830		59,987		(138,182		)	50,294
Noncontrolling interests	—		—		—		122		—			122
Total Equity	50,294		29,365		48,830		60,109		(138,182		)	50,416
Total liabilities and equity	$	58,906	$	34,066	$	68,742	$	117,040	$	(178,938	)	$	99,816

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statement of Cash Flows

Three Months Ended July 28, 2017

CIFSA Senior Notes



(in millions)	Medtronic plc			CIFSA			CIFSA Subsidiary Guarantors			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Operating Activities:
Net cash provided by (used in) operating activities	$	24		$	234		$	88		$	641		$	(250	)	$	737
Investing Activities:
Acquisitions, net of cash acquired	—			—			—			—			—			—
Additions to property, plant, and equipment	—			—			—			(278		)	—			(278		)
Purchases of investments	—			—			—			(615		)	—			(615		)
Sales and maturities of investments	—			—			—			971			—			971
Net (increase) decrease in intercompany loans	—			183			(2,007		)	(1,374		)	3,198			—
Capital contribution paid	—			(452		)	—			—			452			—
Other investing activities, net	—			—			—			5			—			5
Net cash provided by (used in) investing activities	—			(269		)	(2,007		)	(1,291		)	3,650			83
Financing Activities:
Acquisition-related contingent consideration	—			—			—			(3		)	—			(3		)
Change in current debt obligations, net	—			—			572			(3		)	—			569
Issuance of long-term debt	—			—			—			18			—			18
Payments on long-term debt	—			—			—			(8		)	—			(8		)
Dividends to shareholders	(625		)	—			—			—			—			(625		)
Issuance of ordinary shares	143			—			—			—			—			143
Repurchase of ordinary shares	(1,233		)	—			—			—			—			(1,233		)
Net intercompany loan borrowings (repayments)	1,691			2			1,372			133			(3,198		)	—
Intercompany dividend paid	—			—			—			(250		)	250			—
Capital contribution received	—			—			—			452			(452		)	—
Other financing activities	—			—			—			(2		)	—			(2		)
Net cash provided by (used in) financing activities	(24		)	2			1,944			337			(3,400		)	(1,141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			45			—			45
Net change in cash and cash equivalents	—			(33		)	25			(268		)	—			(276		)
Cash and cash equivalents at beginning of period	—			33			5			4,929			—			4,967
Cash and cash equivalents at end of period	$	—		$	—		$	30		$	4,661		$	—		$	4,691

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statement of Cash Flows

Three Months Ended July 29, 2016

CIFSA Senior Notes



(in millions)	Medtronic plc			CIFSA			CIFSA Subsidiary Guarantors			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Operating Activities:
Net cash provided by (used in) operating activities	$	440		$	(7	)	$	—		$	1,117		$	—		$	1,550
Investing Activities:
Acquisitions, net of cash acquired	—			—			—			(12		)	—			(12		)
Additions to property, plant, and equipment	—			—			—			(330		)	—			(330		)
Purchases of investments	—			—			—			(1,044		)	—			(1,044		)
Sales and maturities of investments	—			—			—			1,104			—			1,104
Net (increase) decrease in intercompany loans	—			4,290			(1,774		)	3,334			(5,850		)	—
Capital contributions paid	—			(325		)	—			—			325			—
Other investing activities, net	—			—			—			(2		)	—			(2		)
Net cash provided by (used in) investing activities	—			3,965			(1,774		)	3,050			(5,525		)	(284		)
Financing Activities:
Acquisition-related contingent consideration	—			—			—			(11		)	—			(11		)
Change in current debt obligations, net	—			—			975			(49		)	—			926
Issuance of long-term debt	—			—			—			33			—			33
Payments on long-term debt	—			—			—			(17		)	—			(17		)
Dividends to shareholders	(599		)	—			—			—			—			(599		)
Issuance of ordinary shares	214			—			—			—			—			214
Repurchase of ordinary shares	(1,763		)	—			—			—			—			(1,763		)
Net intercompany loan borrowings (repayments)	1,708			(4,081		)	854			(4,331		)	5,850			—
Capital contributions received	—			—			—			325			(325		)	—
Other financing activities	—			—			—			57			—			57
Net cash provided by (used in) financing activities	(440		)	(4,081		)	1,829			(3,993		)	5,525			(1,160		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			78			—			78
Net change in cash and cash equivalents	—			(123		)	55			252			—			184
Cash and cash equivalents at beginning of period	—			208			—			2,668			—			2,876
Cash and cash equivalents at end of period	$	—		$	85		$	55		$	2,920		$	—		$	3,060

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

19 . Subsequent Events

On July 29, 2017, the Company's Minimally Invasive Therapies Group sold the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses within the Patient Monitoring and Recovery division to Cardinal Health, Inc. (Cardinal) for total consideration of $6.1 billion . Among the product lines included in the divestiture are the dental/animal health, chart paper, wound care, incontinence, electrodes, SharpSafety, thermometry, perinatal protection, blood collection, compression, and enteral feeding offerings. The divestiture also included 17 dedicated manufacturing sites. The after-tax proceeds are estimated to be approximately $5.6 billion to $5.8 billion . In connection with the transaction, the Company has entered into Transition Service Agreements (TSAs) and Transition Manufacturing Agreements (TMAs) with Cardinal designed to ensure and facilitate an orderly transfer of business operations. The TSAs are primarily related to administrative services for terms generally between 6 and 12 months, with an ability to extend upon mutual agreement of both parties. Under the TMAs, both the Company and Cardinal will manufacture and supply certain products to each other for a transition period of up to 5 years . On August 3, 2017, the Company used a portion of the proceeds received from Cardinal to repay its senior unsecured term loan, including accrued interest, for $3.0 billion .

On August 10, 2017 the Company received a tax ruling confirming the treatment of various intercompany transactions which have the effect of utilizing the $12 billion of non-U.S. special deductions previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended April 28, 2017. The ruling will allow the Company to offset some of the gain on the sale of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses as well as recognize an income tax benefit associated with an intercompany sale of intellectual property. The Company is still assessing the financial statement impact of these events.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

UNDERSTANDING OUR FINANCIAL INFORMATION

The following discussion and analysis provides information management believes to be relevant to understanding the financial condition and results of operations of Medtronic plc and its subsidiaries (Medtronic plc, Medtronic, or the Company, or we, us, or our). For a full understanding of financial condition and results of operations, you should read this discussion along with management’s discussion and analysis of financial condition and results of operations in our Annual Report on Form 10-K for the fiscal year ended April 28, 2017 . In addition, you should read this discussion along with our consolidated financial statements and related notes thereto at and for the three months ended July 28, 2017 .

Early in the week of June 19, 2017, we experienced an information technology system disruption that affected our customer ordering, distribution, and manufacturing processes globally. Our system has been fully restored. While the system disruption had some impact on our overall performance for the three months ended July 28, 2017 , we have concluded that the impact was not material to our revenue or earnings per share for the three months ended July 28, 2017 or full fiscal year 2018.

Financial Trends

Throughout this Management’s Discussion and Analysis, we present certain financial measures that management uses to evaluate the operational performance of the Company and as a basis for strategic planning; however, such financial measures are not presented in our financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S.) (U.S. GAAP). These financial measures are considered "non-GAAP financial measures."

Management uses non-GAAP financial measures to facilitate management’s review of the operational performance of the Company and as a basis for strategic planning. Management believes that non-GAAP financial measures provide useful information to investors regarding the underlying business trends and performance of the Company’s ongoing operations and are useful for period over period comparisons of such operations. The non-GAAP financial measures reflect an additional way of viewing aspects of the Company’s operations. Investors should not consider results reflecting non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP and are cautioned that Medtronic may calculate results reflecting non-GAAP financial measures in a way that is different from other companies.

The GAAP to Non-GAAP Reconciliation presents non-GAAP financial measures that exclude the impact of charges or gains that contribute to or reduce earnings and that may affect financial trends, but which include charges or benefits that result from transactions or events that management believes may or may not recur with similar materiality or impact to our operations in future periods (Non-GAAP Adjustments).

In the event there is a Non-GAAP Adjustment recognized in our operating results, the tax cost or benefit attributable to that item is separately calculated and recorded. Because the effective rate can be significantly impacted by the Non-GAAP Adjustments that take place during the period, we often refer to our tax rate using both the effective rate and the non-GAAP nominal tax rate

(Non-GAAP Nominal Tax Rate). The Non-GAAP Nominal Tax Rate is calculated as the provision for income taxes, adjusted for the impact of Non-GAAP Adjustments, as a percentage of income before provision for income taxes, excluding Non-GAAP Adjustments.

Free cash flow is a non-GAAP financial measure calculated by subtracting property, plant, and equipment additions from operating cash flows.

Refer to the “GAAP to Non-GAAP Reconciliation," "Income Taxes," and "Summary of Cash Flows" sections for reconciliations of our results of operations prepared in accordance with U.S. GAAP to the adjusted non-GAAP measurements considered by management.

EXECUTIVE LEVEL OVERVIEW

Medtronic is among the world's largest medical technology, services, and solutions companies - alleviating pain, restoring health, and extending life for millions of people around the world. We employ more than 84,000 full-time employees worldwide, serving physicians, hospitals, and patients in approximately 160 countries. Our primary products include those for cardiac rhythm disorders, cardiovascular disease, advanced and general surgical care, respiratory and monitoring solutions, neurological disorders, spinal conditions and musculoskeletal trauma, urological and digestive disorders, and ear, nose, and throat and diabetes conditions.

Net income attributable to Medtronic for the three months ended July 28, 2017 was $1.0 billion , or $0.74 per diluted share, as compared to net income attributable to Medtronic for the three months ended July 29, 2016 of $929 million , or $0.66 per diluted share, representing increases of 9 percent and 12 percent, respectively.

The table below illustrates net sales by operating segment for the three months ended July 28, 2017 and July 29, 2016 :



	Three months ended
(in millions)	July 28, 2017		July 29, 2016		% Change
Cardiac and Vascular Group	$	2,646	$	2,518	5	%
Minimally Invasive Therapies Group	2,486		2,424		3
Restorative Therapies Group	1,809		1,772		2
Diabetes Group	449		452		(1	)
Total Net Sales	$	7,390	$	7,166	3	%

Currency had an unfavorable impact of $33 million on net sales for the three months ended July 28, 2017 , as compared to the three months ended July 29, 2016 when using the average exchange rates in effect during the prior fiscal year period. For the three months ended July 28, 2017 , the acquisitions of HeartWare and Smith & Nephew's gynecology business contributed $92 million to our total net sales growth.

Our performance continues to be fueled by our three growth strategies: therapy innovation, globalization, and economic value. We are creating competitive advantages and capitalizing on the long-term trends in healthcare: namely, the desire to improve clinical outcomes; the growing demand for expanded access to care; and the optimization of cost and efficiency within healthcare systems. In our therapy innovation growth strategy, we continue to see strong adoption of our products across all our operating segments. In globalization, net sales in emerging markets and non-U.S. developed markets grew 11 percent and 4 percent , respectively, during the three months ended July 28, 2017 as compared to the corresponding period in the prior fiscal year as we continue to expand access to our products and services around the world. In our third growth strategy, economic value, we continue to execute our value-based healthcare signature programs and aggressively develop unique, value-based healthcare solutions across each of our operating segments. We remain focused on leading the shift to healthcare payment systems that reward value and improved patient outcomes over volume. See our discussion in the “Net Sales” section of this Management's Discussion and Analysis for more information on the results of our operating segments.

GAAP to Non-GAAP Reconciliation We provide non-GAAP financial measures to facilitate review of our operational performance and as a basis for strategic planning. Management believes that in order to properly understand its short-term and long-term financial trends, including period over period comparisons of the company’s operations, investors may find it useful to 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. Refer to our discussion in the "Costs and Expenses" and "Income Taxes" sections of this Management's Discussion and Analysis for more information on the Non-GAAP Adjustments. Non-GAAP financial measures should be considered supplemental to and not a substitute for financial information prepared in accordance with GAAP, and investors are cautioned that Medtronic may calculate non-GAAP financial measures in a way that is different from other companies.

The tables below present our GAAP to Non-GAAP reconciliations for the three months ended July 28, 2017 and July 29, 2016 :



	Three months ended July 28, 2017
(in millions)	Income Before Provision for Income Taxes		Diluted EPS ⁽¹⁾			Provision for Income Taxes ⁽²⁾			Effective Tax Rate
GAAP	$	1,195	$	0.74		$	186		15.6	%
Non-GAAP Adjustments:
Restructuring charges, net	14		0.01			2			14.3
Acquisition-related items	53		0.03			14			26.4
Divestiture-related items	48		0.03			8			16.7
Amortization of intangible assets	454		0.27			80			17.6
Certain tax adjustments	—		0.04			(60		)	—
Non-GAAP	$	1,764	$	1.12		$	230		13.0	%

	Three months ended July 29, 2016
(in millions)	Income Before Provision for Income Taxes		Diluted EPS ⁽¹⁾			Provision for Income Taxes ⁽²⁾			Effective Tax Rate
GAAP	$	988	$	0.66		$	59		6.0	%
Non-GAAP Adjustments:
Restructuring charges, net	104		0.06			25			24.0
Certain litigation charges	82		0.04			30			36.6
Acquisition-related items	52		0.03			13			25.0
Amortization of intangible assets	487		0.27			111			22.8
Certain tax adjustments	—		(0.02		)	31			—
Non-GAAP	$	1,713	$	1.03		$	269		15.7	%


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


(2)	The tax effect of each Non-GAAP Adjustment is based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction.

GAAP diluted EPS and Non-GAAP diluted EPS for the first quarter of fiscal year 2018 were $0.74 and $1.12 per diluted share, respectively, as compared to $0.66 and $1.03 per diluted share, respectively, for the first quarter in the prior fiscal year, representing an increase of 12% and 9%, respectively. A key contributor to the growth in GAAP diluted EPS and Non-GAAP diluted EPS was solid operating margin expansion due to the continued execution on our cost savings initiatives, including cost synergies from the Covidien acquisition, strategic sourcing initiatives, global footprint optimization, and the expansion of share services and centers of excellence. GAAP diluted EPS and Non-GAAP diluted EPS growth was also driven by revenue growth in emerging markets and non-U.S. developed markets, most notably in Latin America, China, and the Middle East. The growth year-over-year reflects the strength of our underlying businesses and stable growth of our markets, as well as the diversification benefit of our groups and regions.

CRITICAL ACCOUNTING ESTIMATES

We have used various accounting policies to prepare the consolidated financial statements in accordance with U.S. GAAP. Our most significant accounting policies are disclosed in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 28, 2017 .

The preparation of the consolidated financial statements, in conformity with U.S. GAAP, requires us to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates reflect our best judgment about economic and market conditions and the potential effects on the valuation and/or carrying value of assets and liabilities based upon relevant information available. We base our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Our critical accounting estimates include the following:

Revenue Recognition Rebates are estimated based on sales terms, historical experience, and trend analysis. In estimating rebates, we consider the lag time between the point of sale and the payment of the rebate claim, contractual commitments, including stated rebate rates, and other relevant information. We adjust reserves to reflect differences between estimated and actual experience and recognize such adjustment as a reduction of sales in the period of adjustment. Adjustments to recorded reserves have not been significant. Price adjustment rebates charged against gross sales for the three months ended July 28, 2017 and July 29, 2016 were $751 million and $736 million, respectively.

Litigation Contingencies We are involved in a number of legal actions involving product liability, intellectual property disputes, shareholder related matters, environmental proceedings, income tax disputes, and governmental proceedings and investigations. The outcomes of these legal actions are not within our complete control and may not be known for prolonged periods of time. In some actions, the enforcement agencies or private claimants seek damages, as well as other civil or criminal remedies (including injunctions barring the sale of products that are the subject of the proceeding), that could require significant expenditures or result in lost revenues or limit our ability to conduct business in the applicable jurisdictions. Estimates of probable losses resulting from litigation and governmental proceedings involving us are inherently difficult to predict, particularly when the matters are in early procedural stages, with incomplete scientific facts or legal discovery; involve unsubstantiated or indeterminate claims for damages; potentially involve penalties, fines, or punitive damages; or could result in a change in business practice. Our significant legal proceedings are discussed in Note 16 to the current period's consolidated financial statements . While it is not possible to predict the outcome for most of the matters discussed in Note 16 to the current period's consolidated financial statements , we believe it is possible that costs associated with these matters could have a material adverse impact on our consolidated earnings, financial position, and/or cash flows.

Income Tax Reserves We establish reserves when, despite our belief that our tax return positions are fully supportable, we believe that certain positions are likely to be challenged and that we may or may not prevail. Under U.S. GAAP, if we determine that a tax position is more likely than not of being sustained upon audit, based solely on the technical merits of the position, we recognize the benefit. We measure the benefit by determining the amount that is greater than 50 percent likely of being realized upon settlement. We presume that all tax positions will be examined by a taxing authority with full knowledge of all relevant information. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations. We regularly monitor our tax positions and tax liabilities. We reevaluate the technical merits of our tax positions and recognize an uncertain tax benefit, or derecognize a previously recorded tax benefit, when there is (i) a completion of a tax audit, (ii) effective settlement of an issue, (iii) a change in applicable tax law including a tax case or legislative guidance, or (iv) an expiration of the statute of limitations. Significant judgment is required in accounting for tax reserves. Although we believe that we have adequately provided for liabilities resulting from tax assessments by taxing authorities, positions taken by these tax authorities could have a material impact on our effective tax rate, consolidated earnings, financial position and/or cash flows.

Valuation of Intangible Assets and Goodwill When we acquire a business, the assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. Goodwill is the excess of the purchase price consideration over the estimated fair value of net assets of acquired businesses. Intangible assets include patents, trademarks, tradenames, customer relationships, purchased technology, and IPR&D. Determining the fair value of intangible assets acquired as part of a business combination requires us to make significant estimates. These estimates include the amount and timing of projected future cash flows of each project or technology, the discount rate used to discount those cash flows to present value, the assessment of the asset’s life cycle, and the consideration of legal, technical, regulatory, economic, and competitive risks.

The test for goodwill impairment requires us to make several estimates about fair value, most of which are based on projected future cash flows. Our estimates associated with the goodwill impairment test are considered critical due to the amount of goodwill recorded on our consolidated balance sheets and the judgment required in determining fair value, including projected future cash

flows. We assess the impairment of goodwill at the reporting unit level annually in the third quarter and whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired. Goodwill was $ 39.2 billion and $38.5 billion at July 28, 2017 and April 28, 2017 , respectively.

We test definite-lived intangible assets for impairment when an event occurs or circumstances change that would indicate the carrying amount of the assets or asset group may be impaired. Our tests are based on future cash flows that require significant judgment with respect to future revenue and expense growth rates, appropriate discount rates, asset groupings, and other assumptions and estimates. We use estimates that are consistent with our business plans and a market participant view of the assets being evaluated. Actual results may differ from our estimates due to a number of factors including, among others, changes in competitive conditions, timing of regulatory approval, results of clinical trials, changes in worldwide economic conditions, and fluctuations in currency exchange rates. Definite-lived intangible assets, net of accumulated amortization, were $ 22.4 billion and $22.8 billion at July 28, 2017 and April 28, 2017 , respectively.

We assess the impairment of indefinite-lived intangibles annually in the third quarter and whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired. Our impairment tests of indefinite-lived intangibles require us to make several estimates about fair value, including projected future cash flows and the appropriate discount rates. Indefinite-lived intangible assets were $569 million and $594 million at July 28, 2017 and April 28, 2017 , respectively.

Contingent Consideration Contingent consideration liabilities are recorded at the acquisition date at estimated fair value and are remeasured each reporting period with the change in fair value recognized within acquisition-related items in our consolidated statements of income. Changes to the fair value of contingent consideration may result from changes in the estimated timing and amount of revenue, estimated timing or probability of achieving the milestones which trigger payment, or discount rates. The fair value of contingent consideration liabilities was $242 million and $246 million at July 28, 2017 and April 28, 2017 , respectively.

NEW ACCOUNTING PRONOUNCEMENTS

Information regarding new accounting pronouncements is included in Note 2 to the current period's consolidated financial statements .

ACQUISITIONS

Information regarding acquisitions is included in Note 3 to the current period's consolidated financial statements .

NET SALES

The table below illustrates net sales by operating segment and division for the three months ended July 28, 2017 and July 29, 2016 :



	Three months ended
(in millions)	July 28, 2017		July 29, 2016		% Change
Cardiac Rhythm & Heart Failure	$	1,390	$	1,334	4	%
Coronary & Structural Heart	817		762		7
Aortic & Peripheral Vascular	439		422		4
Cardiac and Vascular Group	2,646		2,518		5
Surgical Solutions	1,399		1,348		4
Patient Monitoring & Recovery	1,087		1,076		1
Minimally Invasive Therapies Group	2,486		2,424		3
Spine	649		645		1
Brain Therapies	522		489		7
Specialty Therapies	369		356		4
Pain Therapies	269		282		(5	)
Restorative Therapies Group	1,809		1,772		2
Diabetes Group	449		452		(1	)
Total	$	7,390	$	7,166	3	%

Cardiac and Vascular Group

The Cardiac and Vascular Group’s products include pacemakers, insertable and external cardiac monitors, cardiac resynchronization therapy devices (CRT-D), implantable cardioverter defibrillators (ICD), leads and delivery systems, ventricular assist systems, ablation products, electrophysiology catheters, products for the treatment of atrial fibrillation, information systems for the management of patients with Cardiac Rhythm & Heart Failure devices, products designed to reduce surgical site infections, coronary and peripheral stents and related delivery systems, balloons and related delivery systems, endovascular stent graft systems, heart valve replacement technologies, cardiac tissue ablation systems, and open heart and coronary bypass grafting surgical products. The Cardiac and Vascular Group also includes Care Management Services and Cath Lab Managed Services (CLMS) within the Cardiac Rhythm & Heart Failure division. The Cardiac and Vascular Group’s net sales for the three months ended July 28, 2017 were $2.6 billion , an increase of 5 percent as compared to the corresponding period in the prior fiscal year. Currency had an unfavorable impact on net sales for the three months ended July 28, 2017 of $12 million as a result of the change in exchange rates from the three months ended July 29, 2016 . The Cardiac and Vascular Group's net sales for the three months ended July 28, 2017 , as compared to the corresponding period in the prior fiscal year, benefited from strong net sales growth in all three divisions, as well as the acquisition of HeartWare in the second quarter of fiscal year 2017. See the more detailed discussion of each division's performance below.

Cardiac Rhythm & Heart Failure net sales for the three months ended July 28, 2017 were $1.4 billion , an increase of 4 percent as compared to the corresponding period in the prior fiscal year. Cardiac Rhythm & Heart Failure net sales growth for the three months ended July 28, 2017 was driven by strong growth in Arrhythmia Management and Heart Failure. The strong growth in Arrhythmia Management was driven by growth in AF Solutions, increased penetration of the Micra transcatheter pacing system as a result of receiving final approval for reimbursement in the U.S. from the Centers for Medicare & Medicaid Services during the fourth quarter of fiscal year 2017, the strong adoption of the TYRX absorbable antibacterial envelope, and growth in Diagnostics driven by the continued global demand of the Reveal LINQ insertable cardiac monitor. The strong net sales growth in Heart Failure for the three months ended July 28, 2017 was driven by strong demand for the CRT-P quadripolar pacing system, which launched in in the U.S. in the first quarter of fiscal year 2018, as well as the benefit from the acquisition of HeartWare, which was acquired during the second quarter of fiscal year 2017.

Coronary & Structural Heart net sales for the three months ended July 28, 2017 were $817 million , an increase of 7 percent as compared to the corresponding period in the prior fiscal year. Coronary & Structural Heart net sales growth for the three months ended July 28, 2017 was largely driven by the strong customer adoption of the Evolut PRO Transcatheter Aortic Valve system (Evolut PRO) in the U.S., as well as the continued demand for the Evolut R 34mm transcatheter aortic heart valve in the U.S. and Europe.

Aortic & Peripheral Vascular net sales for the three months ended July 28, 2017 were $439 million , an increase of 4 percent as compared to the corresponding period in the prior fiscal year. Aortic & Peripheral Vascular net sales growth for the three months ended July 28, 2017 was driven by success of the Heli-FX EndoAnchor System and the Endurant IIs aortic stent graft, as well strong performance in drug-coated balloons. Continued strong adoption of the HawkOne 6 French directional atherectomy system also contributed to net sales growth for the three months ended July 28, 2017 .

Looking ahead, we expect our Cardiac and Vascular Group could be affected by the following:


•	Changes in procedural volumes, competitive and pricing pressure, geographic macro-economic risks, reimbursement challenges, impacts from changes in the mix of our product offerings, the timing of product registration approvals, replacement cycle challenges, and fluctuations in currency exchange rates.


•	Acceptance and future growth of the CRT-P quadripolar pacing system, which received CE Mark approval in February 2017 and launched in Europe during the fourth quarter of fiscal year 2017. In the U.S., we received FDA approval in May 2017, and launched in the first quarter of fiscal year 2018.


•	Acceptance and future growth of the Claria MRI CRT-D system with EffectivCRT Diagnostic and Effective CRT during AF algorithm, which launched in the U.S. late in the third quarter of fiscal year 2017 and is expected to launch in Japan in fiscal year 2018.


•	Continued future growth from the Reveal LINQ insertable cardiac monitor, which launched in Japan in the second quarter of fiscal year 2017.

•

Continued future growth of our Micra transcatheter pacing system, which we started shipping and physician training in the U.S. in the first quarter of fiscal year 2017. Micra is a miniaturized single chamber pacemaker system that is delivered through the femoral vein and is implanted in the right ventricle of the heart. The system does not use a lead and does not have a subcutaneous device pocket underneath the skin as with conventional

pacemaker systems. During the fourth quarter of fiscal year 2017, we received final approval for reimbursement in the U.S. from the Centers for Medicare & Medicaid Services for this transformative therapy, which we expect will accelerate sales in the U.S.


•	Continued acceptance and future growth from Care Management Services as post-acute care services become even more critical in bundled payment models for different interventions or therapies.


•	Continued acceptance and future growth from Evolut R 34mm transcatheter aortic heart valve, our next-generation recapturable system with differentiated 16 French equivalent delivery system, which was launched in the U.S. in the third quarter of fiscal year 2017.

•

Acceptance and future growth from Evolut PRO, which provides control during deployment to assist with accurate positioning with the ability to recapture and reposition the valve. Evolut PRO received U.S. FDA approval and launched in the fourth quarter of fiscal year 2017. Evolut PRO also received CE Mark approval at the end of the first quarter of fiscal year 2018 and will launch in Europe during the second quarter of fiscal year 2018.


•	Acceptance and future growth from the market release of Resolute Onyx, which launched in the first quarter of fiscal year 2018 in the U.S. and in Japan. Resolute Onyx builds on the Resolute Integrity drug-eluting coronary stent with thinner struts to improve deliverability and is the first stent to feature our CoreWire technology, allowing greater visibility during procedures.


•	Continued acceptance and future growth of the IN.PACT Admiral drug-coated balloon, including the longer length 150mm sizes, for the treatment of peripheral artery disease in the upper leg.

•

Continued acceptance and future growth from the HawkOne 6 French (6F) for treating patients with peripheral artery disease (PAD), which launched in the U.S. in the third quarter of fiscal year 2017. The HawkOne system is designed to remove plaque from the vessel wall and restore blood flow. The new HawkOne 6F provides an effective and easy-to-use treatment option for patients with PAD both above and below the knee with a single device at a lower profile.

Minimally Invasive Therapies Group

The Minimally Invasive Therapies Group’s products span the entire continuum of care with a focus on diseases of the gastrointestinal tract, lungs, pelvic region, kidneys, obesity, and preventable complications. The products include those for advanced and general surgical care, wound closure, electrosurgery products, hernia mechanical devices, mesh implants, advanced ablation, interventional lung, ventilators, capnography, airway products, sensors, dialysis, and monitors. Net sales results for the three months ended July 28, 2017 and July 29, 2016 also include sales of compression, enteral feeding, wound care, and medical surgical product lines which were divested to Cardinal Health on July 29, 2017. The Minimally Invasive Therapies Group’s net sales for the three months ended July 28, 2017 were $ 2.5 billion , an increase of 3 percent as compared to the first quarter in the prior fiscal year. Currency had an unfavorable impact on net sales for the three months ended July 28, 2017 of $14 million as a result of the change in exchange rates from the three months ended July 29, 2016 . The Minimally Invasive Therapies Group's net sales for the three months ended July 28, 2017 benefited from the acquisition of Smith & Nephew's gynecology business in the second quarter of fiscal year 2017. See the more detailed discussion of each division's performance below.

Surgical Solutions net sales for the three months ended July 28, 2017 were $ 1.4 billion , an increase of 4 percent as compared to the corresponding period in the prior fiscal year. Surgical Solutions net sales growth was driven by ongoing new product launches in Advanced Stapling and Advanced Energy. In Advanced Stapling, endo stapling specialty reloads with Tri-Staple technology are driving growth, as well as the continued adoption of the Signia powered stapler, which contributed growth across the regions in which it has been launched. Advanced Energy benefited from the launch of new LigaSure vessel sealing instruments, the Valleylab F10 energy platform, and growth in emerging markets. Surgical Solutions also benefited from the acquisition of Smith & Nephew's gynecology business, which was acquired during the second quarter of fiscal year 2017.

Patient Monitoring & Recovery net sales for the three months ended July 28, 2017 were $ 1.1 billion , an increase of 1 percent as compared to the three months ended July 29, 2016 . Patient Monitoring & Recovery net sales growth was driven by sales of Nellcor pulse oximetry products, Capnostream capnography monitors, capnography disposables, and growth in emerging markets.

Looking ahead, we expect our Minimally Invasive Therapies Group could be affected by the following:

•

Continued acceptance and future growth of Open-to-Minimally Invasive Surgery (MIS) techniques and tools supported by our efforts to transition open surgery to MIS. The Open to MIS initiative focuses on establishing our presence in and working to optimize open surgery globally, while capturing the market opportunity that exists in transitioning open procedures to MIS, whether through traditional MIS, or advanced technologies including robotics. To achieve this transition, we are focused on product training, surgical skill training and continued therapy innovation to advance MIS.

•

The July 29, 2017 divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses within the Patient Monitoring & Recovery division to Cardinal Health. Net sales of the businesses included in the divestiture were $579 million and $588 million for the three months ended July 28, 2017 and July 29, 2016, respectively. We have entered into Transition Manufacturing Agreements (TMAs) with Cardinal Health designed to ensure and facilitate an orderly transfer of business operations. The TMAs will contribute net sales for a transition period of up to five years.


•	Changes in procedural volumes, competitive and pricing pressure, geographic macro-economic risks, reprocessing of our products, reimbursement challenges, impacts from changes in the mix of our product offerings, the timing of product registration approvals, and fluctuations in currency exchange rates.


•	Continued acceptance and future growth of the powered stapling and energy platform.


•	Our ability to execute ongoing strategies in order to address the competitive pressure of reprocessing of our vessel sealing disposables in the U.S.


•	Our ability to create markets and drive product and procedures into emerging markets. We have high quality and cost-effective surgical products designed for customers in emerging markets such as the ValleyLab LS10 single channel vessel sealing generator, which is compatible with our line of LigaSure instruments and designed for simplified use and affordability.

•

Continued acceptance and future growth within the end stage renal disease market. The population of patients treated for end stage renal disease globally is expected to double over the next decade. We will grow our therapy innovation with scalable and affordable dialysis delivery while investing in vascular creation and maintenance technologies. In addition, the HD multi-pass system reduces infrastructure by requiring less water, less start-up costs, and offers high quality ultrapure dialysate treatment. The system is expected to launch in late fiscal year 2019 or early fiscal year 2020 depending on regulatory requirements.


•	Continued elevation of the standard of care for respiratory compromise, a progressive condition impacting a patient’s ability to breathe effectively.

•

Continued acceptance and growth in Respiratory Care, Airway and Ventilation Management, Patient Monitoring, and Homecare. Key products in this area include the Puritan Bennett 980 ventilator, Microstream Capnography bedside capnography monitor, portable monitor with Nellcor pulse oximetry system with OxiMax technology and the Nellcor Respiratory Compromise monitor with vital signs of SpO2, pulse rate, End-Tidal CO2, and Respiratory Rate.

•

Continued and future acceptance of less invasive standards of care, including the areas of GI solutions and advanced ablation. Recently launched products include the PillCam COLON capsule endoscopy, the Barrx platform through ablation with the Barrx 360 Express catheter, the Emprint ablation system with Thermosphere Technology which maintains predictable spherical ablation zones throughout procedures reducing procedure time and cost.

•

Continued and future acceptance of interventional lung solutions. Products include the superDimension GenCut core biopsy system and the Triple Needle Cytology Brush, a lung tissue biopsy tool for use with the superDimension navigation system. The superDimension system enables a minimally invasive approach to accessing difficult-to-reach areas of the lung, which may aid in the diagnosis of lung cancer.


•	Expanding the use of less invasive treatments and furthering our commitment to improving options for women with abnormal uterine bleeding with our fiscal year 2017 acquisition of Smith and Nephew's gynecology business. The addition expanded and strengthened the surgical offerings and complemented our global gynecology business.

Restorative Therapies Group

The Restorative Therapies Group's products focus on various areas of the spine, bone graft substitutes, biologic products, trauma, implantable neurostimulation therapies and drug delivery systems for the treatment of chronic pain, movement disorders, obsessive-compulsive disorder (OCD), overactive bladder, urinary retention, fecal incontinence and gastroparesis, as well as products to treat conditions of the ear, nose, and throat, and systems that incorporate advanced energy surgical instruments. The Restorative Therapies Group also manufactures and sells image-guided surgery and intra-operative imaging systems and therapies to treat diseases of the vasculature in and around the brain, including coils, neurovascular stents and flow diversion products. The Restorative Therapies Group’s net sales for the three months ended July 28, 2017 were $1.8 billion , an increase of 2 percent as compared to the first quarter in the prior fiscal year. Currency had an unfavorable impact on net sales for the three months ended July 28, 2017 of $7 million as a result of the change in exchange rates from the three months ended July 29, 2016 . Net sales growth for the three months ended July 28, 2017 was driven by Brain Therapies, Specialty Therapies, and Spine growth, partially offset by declines in Pain Therapies. See the more detailed discussion of each division’s performance below.

Spine net sales for the three months ended July 28, 2017 were $649 million , an increase of 1 percent as compared to the corresponding period in the prior fiscal year. Spine net sales growth was driven by growth in Core Spine in the U.S., Greater China, and Latin America and the return of InductOs to the European market, partially offset by slight declines in BMP. Growth in Core Spine was driven by the success of our Surgical Synergy strategy, which integrates our spinal implants with imaging and navigation equipment sold by our Neurosurgery business, and launch of new technologies such as the CD Horizon Solera Voyager system and ELEVATE expandable cage. Spine net sales growth was also driven by our "Speed-to-Scale" initiative, which involves faster innovation cycles and the launching of a steady cadence of new products at scale with sets immediately available for the entire market.

Brain Therapies net sales for the three months ended July 28, 2017 were $522 million , an increase of 7 percent as compared to the corresponding period in the prior fiscal year. Brain Therapies net sales growth was driven by strong growth in both Neurovascular and Neursurgery. Neurovascular net sales growth was driven by strong sales of our Solitaire family of revascularization devices for acute ischemic stroke, Axium detachable coils, and Navien intracranial support catheter. Neurosurgery net sales growth was driven by StealthStation S8 surgical navigation system launches in the U.S. and Europe. Net sales growth in Neurovascular and Neurosurgery was partially offset by declines in Brain Modulation due to competitive pressures in the U.S. and Europe.

Specialty Therapies net sales for the three months ended July 28, 2017 were $369 million , an increase of 4 percent as compared to the corresponding period in the prior fiscal year. Specialty Therapies net sales growth was driven by growth in ENT, Pelvic Health, and Transformative Solutions (formerly known as Advanced Energy). ENT net sales growth was driven by continued strong growth in NuVent sinus balloons and image-guided surgery products, Pelvic Health net sales growth was driven by strong InterStim growth in the U.S, and Transformative Solutions net sales growth was driven by the Aquamantys Transcollation and PEAK PlasmaBlade technologies.

Pain Therapies net sales for the three months ended July 28, 2017 were $ 269 million , a decrease of 5 percent as compared to the corresponding period in the prior fiscal year. The decrease in net sales was driven by decreases in our Spinal Cord Stimulation products due to competitive pressures in the U.S. and Europe, partially offset by growth in Interventional from the OsteoCool RF Spinal Tumor ablation system and strong sales in Japan and China.

Looking ahead, we expect our Restorative Therapies Group could be affected by the following:


•	Changes in procedural volumes, competitive and pricing pressure, geographic macro-economic risks, reimbursement challenges, impacts from changes in the mix of our product offerings, the timing of product registration approvals, and fluctuations in currency exchange rates.


•	Continued market acceptance of our new integrated solutions through the Surgical Synergy strategy, which integrates our spinal implants and imaging and navigation equipment.


•	Continued success of our "Speed-to-Scale" program launches, which involves faster innovation cycles and launching a steady cadence of new products at scale with sets immediately available for the entire market.


•	Market acceptance and continued global adoption of innovative new Spine products, such as our CD Horizon Solera Voyager system, our ELEVATE expandable interbody cages, and our OLIF25 and OLIF51 procedural solutions.


•	Growth in the broader vertebral compression fracture (VCF) and adjacent markets, as we continue to pursue the development of other therapies to treat more patients with VCF, including continued success of both the Kyphon V vertebroplasty system and the Osteocool RF Spinal Tumor ablation system.


•	Acceptance of Kanghui's broad portfolio of trauma, spine, and large-joint reconstruction products focused on the growing global value segment.


•	Continued acceptance and adoption rates of stimulators and leads approved to treat chronic pain in major markets around the world.


•	Ongoing obligations under the U.S. FDA consent decree entered in April 2015 relating to the SynchroMed drug infusion system and the Neuromodulation quality system.


•	Continued and future acceptance of our current indications for Medtronic DBS Therapy for the treatment of movement disorders and epilepsy (approved in Europe). We anticipate continued competitive pressures in Europe and the U.S.


•	Continued acceptance and growth of our Specialty Therapies, including InterStim therapy for the treatment of the symptoms of overactive bladder, urinary retention, and bowel incontinence, and Transformative Solutions products and strategies to focus on its four core markets of orthopedic, spine, breast surgery, and Cardiac Rhythm Disease Management device replacements.


•	Continued growth from Neurosurgery StealthStation and O-Arm Imaging Systems, Midas and ENT power systems.


•	Continued acceptance and growth of the Solitare FR revascularization device for treatment of acute ischemic stroke and the Pipeline Embolization Devices, endovascular treatments for large or giant wide-necked brain aneurysms.


•	Continued successful placement of robotic units and associated market adoption of robot-assisted spine procedures, under an exclusive worldwide distributor agreement with Mazor Robotics.

Diabetes Group

The Diabetes Group's products include insulin pumps, continuous glucose monitoring (CGM) systems, insulin pump consumables, and therapy management software. The Diabetes Group’s net sales for the three months ended July 28, 2017 were $449 million , a decrease of 1 percent as compared to the three months ended July 29, 2016 . The Diabetes Group's net sales declined for the three months ended July 28, 2017 , primarily as a result of a decline in sales in the U.S. due to ongoing sensor supply constraints, partially offset by growth in international markets due to strong sales in Europe and Asia Pacific of the MiniMed 640G system. In the U.S., we continue to experience strong consumer demand and acceptance of our revolutionary 670G hybrid closed loop system, with Guardian Sensor3 CGM.

Looking ahead, we expect our Diabetes Group could be affected by the following:


•	Competitive and pricing pressure, reimbursement challenges, impacts from changes in the mix of our product offerings, the timing of product registration approvals, and fluctuations in currency exchange rates.


•	Continued sensor supply constraints, along with higher than expected demand, will impact production as we prioritize fulfillment against our installed base of patients first. We expect new sensor manufacturing lines to be ready for commercial production by the fourth quarter of fiscal year 2018, at which time we expect to have the capacity needed to meet the rapidly growing sensor demand.

•

Acceptance and future growth of the MiniMed 670G system, the first hybrid closed loop system in the world. The system features our most advanced SmartGuard HCL algorithm, which enables improved glucose control with reduced user input. The MiniMed 670G system received U.S. FDA approval during the second quarter of fiscal year 2017 and launched in the U.S. in June 2017. The sensor supply constraint described above will delay the growth acceleration of the 670G system into the fourth quarter of fiscal year 2018.


•	Changes in medical reimbursement policies and programs, along with payor coverage of the MiniMed 670G system.


•	Acceptance of the MiniMed 630G system, which includes the insulin pump and Enlite CGM sensor. This system launched in the U.S. in fiscal year 2017 and combines proprietary SmartGuard technology featured in the MiniMed 530G system with a brand new hardware platform and user-friendly design.


•	Continued acceptance and future growth of the MiniMed 640G system with SmartGuard predictive low-glucose management, which has launched in Europe, Australia, and select countries in Latin America and Asia, and the MiniMed 620G system, the first integrated system customized for the Japanese market.


•	Continued acceptance and future growth of Guardian Connect continuous glucose monitoring (CGM) system which displays information directly to a smartphone. This system received CE mark in 2016 and has launched internationally, with an expected U.S. launch in the second half of fiscal year 2018.


•	Continued partnership with UnitedHealthcare as the preferred in-network provider of insulin pumps, giving their members access to our advanced diabetes technology and comprehensive support services.


•	Continued partnership and future growth of our outcomes-based agreement with Aetna, where a component of our pump reimbursement will now be based on successfully meeting clinical improvement thresholds as part of our value-based healthcare solutions.

OPERATIONS BY MARKET GEOGRAPHY

The tables below include net sales by market geography for each of our operating segments for the three months ended July 28, 2017 and July 29, 2016 :



	Three months ended July 28, 2017						Three months ended July 29, 2016
(in millions)	U.S. ⁽¹⁾		Non-U.S. Developed Markets ⁽²⁾		Emerging Markets ⁽³⁾		U.S. ⁽¹⁾		Non-U.S. Developed Markets ⁽²⁾		Emerging Markets ⁽³⁾
Cardiac and Vascular Group	$	1,333	$	887	$	426	$	1,297	$	829	$	392
Minimally Invasive Therapies Group	1,245		865		376		1,235		863		326
Restorative Therapies Group	1,221		394		194		1,207		384		181
Diabetes Group	243		167		39		263		155		34
Total	$	4,042	$	2,313	$	1,035	$	4,002	$	2,231	$	933


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


(2)	Non-U.S. developed markets include Japan, Australia, New Zealand, Korea, Canada, and the countries of Western Europe


(3)	Emerging markets include the countries of the Middle East, Africa, Latin America, Eastern Europe, and the countries of Asia that are not included in the non-U.S. developed markets, as defined above

For the three months ended July 28, 2017 , net sales in the U.S. increased 1 percent; non-U.S. developed markets increased 4 percent; and emerging markets increased 11 percent, as compared to the corresponding period in the prior fiscal year. Currency had an unfavorable impact of $33 million on net sales for the three months ended July 28, 2017 , as compared to the three months ended July 29, 2016 when using the average exchange rates in effect during the prior fiscal year period. Net sales growth in the U.S. was led by growth in the Cardiac and Vascular Group, while growth in non-U.S. developed markets was led by strong performance in the Cardiac and Vascular Group. Emerging market sales growth was driven by solid performance in all of our groups.

COSTS AND EXPENSES

Cost of Products Sold



	Three months ended
(in millions)	July 28, 2017			July 29, 2016
Net sales	$	7,390		$	7,166
Cost of products sold	2,349			2,261
Gross profit	$	5,041		$	4,905

Gross margin percent	68.2		%	68.4		%

We continue to focus on reducing our costs of production through channel optimization, supply chain management, and changes to our manufacturing network. For the three months ended July 28, 2017 and July 29, 2016 , gross margin percent was 68.2 percent and 68.4 percent, respectively. The slight decrease in gross margin percent in the first quarter of fiscal year 2018 was due to the unfavorable impact of currency exchange.

Research and Development & Selling, General, and Administrative Expense

The following is a summary of research and development and selling, general, and administrative expenses as a percent of net sales:



	Three months ended
	July 28, 2017		July 29, 2016
Research and development expense	7.4	%	7.8	%
Selling, general, and administrative expense	33.6	%	33.9	%

Research and Development Expense We remain committed to accelerating the development of meaningful innovations to deliver better patient outcomes at appropriate costs, that lead to enhanced quality of life, and may be validated by clinical and economic evidence. We are also focused on expanding access to quality healthcare.

Research and development expense for the three months ended July 28, 2017 and July 29, 2016 was $548 million and $556 million , respectively. Research and development expense decreased as a percentage of sales due to the timing of project work and clinical trials.

Selling, General, and Administrative Expense Our goal is to continue to leverage selling, general, and administrative expense initiatives and to continue to realize cost synergies expected from our acquisitions. Selling, general, and administrative expense primarily consists of salaries and wages, as well as other administrative costs, such as professional fees and marketing expenses.

Selling, general, and administrative expense for the three months ended July 28, 2017 and July 29, 2016 was $2.5 billion and $2.4 billion , respectively. Selling, general, and administrative expense decreased as a percentage of net sales for the three months ended July 28, 2017 as compared to the corresponding period in the prior fiscal year due to cost savings associated with selling, general, and administrative expense initiatives. We continue to execute on our cost synergies from the Covidien acquisition, strategic sourcing initiatives, global footprint optimization, and the expansion of share services and centers of excellence.

Other Costs and Expenses



	Three months ended
(in millions)	July 28, 2017	July 29, 2016
Restructuring charges, net	8	94
Certain litigation charges	—	82
Acquisition-related items	44	52
Divestiture-related items	47	—
Amortization of intangible assets	454	487
Other expense, net	66	39
Interest expense, net	194	179

Restructuring Charges We incur restructuring charges in connection with our cost-reduction and productivity initiatives or with acquisitions when we implement plans to restructure and integrate the acquired operations.

We began our restructuring program related to the acquisition of Covidien, the cost synergies initiative, in the fourth quarter of fiscal year 2015. We anticipate approximately $850 million in cost synergies to be achieved as a result of the Covidien acquisition through fiscal year 2018, including administrative office optimization, manufacturing and supply chain infrastructure, and certain general and administrative savings. Restructuring charges are primarily related to employee termination costs and costs related to manufacturing and facility closures. Although costs associated with the cost synergies initiative restructuring program are expected be finalized in fiscal year 2018, this initiative has created a catalyst for potential additional operating margin expansion programs. We are committed to areas of improvement that will deliver sustained productivity, including manufacturing consolidation, supply chain and sourcing, customer-facing operations, and enabling functions, such as human resources, finance, and legal operations.

Our restructuring reserve balances at July 28, 2017 and April 28, 2017 were $257 million and $291 million , respectively. During the three months ended July 28, 2017 , we recognized restructuring charges of $19 million , which were partially offset by accrual adjustments of $5 million . Accrual adjustments relate to certain employees identified for termination finding other positions within the Company, cancellations of employee terminations, and employee termination costs being less than initially estimated. For the three months ended July 28, 2017 , restructuring charges included $5 million recognized within cost of products sold and $1 million recognized within selling, general and administrative expense .

During the three months ended July 29, 2016 , we recognized restructuring charges of $111 million, which were partially offset by accrual adjustments of $7 million related to certain employees identified for termination finding other positions within the Company. For the three months ended July 29, 2016 , restructuring charges included $10 million recognized within cost of products sold .

For additional information about our restructuring program, see Note 5 to the current period's consolidated financial statements .

Certain Litigation Charges We classify litigation charges and gains related to significant legal proceedings as certain litigation charges. During the three months ended July 28, 2017 , there were no certain litigation charges. During the three months ended July 29, 2016 , we recognized $82 million of certain litigation charges related to probable and estimable damages.

Acquisition-Related Items During the three months ended July 28, 2017 , the Company recognized acquisition-related items expense of $53 million , including $9 million recognized within cost of products sold in the consolidated statements of income. Acquisition-related items expense includes $46 million of costs associated with the integration of Covidien manufacturing, distribution, and administrative facilities as well as IT system implementation, benefits harmonization, and accelerated and incremental stock compensation expense. Acquisition-related items expense also includes changes in the fair value of contingent consideration as a result of revised revenue forecasts and the timing of anticipated regulatory payments.

During the three months ended July 29, 2016 , the Company recognized acquisition-related items expense of $52 million , including $44 million of costs associated with the integration of Covidien manufacturing, distribution, and administrative facilities as well as IT system implementation and benefits harmonization, and $8 million of accelerated and incremental stock compensation expense.

Divestiture-Related Items Divestiture-related items includes expenses incurred in connection with the divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses. During the three months ended July 28, 2017 , the Company recognized divestiture-related items expense of $47 million , including $22 million of legal and advisory services and $16 million of accelerated stock compensation expense. There were no divestiture-related items expenses for the three months ended July 29, 2016 .

Amortization of Intangible Assets Amortization of intangible assets includes the amortization expense of our definite-lived intangible assets, consisting of purchased patents, trademarks, tradenames, customer relationships, purchased technology, and other intangible assets. Amortization expense was $454 million and $487 million for the three months ended July 28, 2017 and July 29, 2016 , respectively. The decrease in amortization expense was primarily attributable to the discontinuation of amortization on the definite-lived intangible assets classified as assets held for sale at April 28, 2017 and July 28, 2017 related to the divestiture of a portion of our Patient Monitoring & Recovery division.

Other Expense, Net Other expense, net includes royalty income and expense, realized equity security gains and losses, currency transaction and derivative gains and losses, impairment charges on equity securities, and Puerto Rico excise tax. For the three months ended July 28, 2017 , other expense, net was $66 million as compared to $39 million for the corresponding period in the prior fiscal year. The increase was primarily attributable to the timing of gains and losses realized in each period, and was also due, in part, to foreign exchange remeasurement and our hedging programs, which combined were a $5 million loss for the three months ended July 28, 2017 , as compared to a $4 million gain for the corresponding period in the prior fiscal year.

Interest Expense, Net Interest expense, net includes interest earned on our cash, cash equivalents and investments, interest incurred on our outstanding borrowings, amortization of debt issuance costs and debt premiums or discounts, amortization of gains or losses on terminated or de-designated interest rate derivative instruments, and ineffectiveness on interest rate derivative instruments. For the three months ended July 28, 2017 and July 29, 2016 , interest expense, net was $194 million and $179 million , respectively. The increase in interest expense, net during the three months ended July 28, 2017 was largely driven by an increase in total debt obligations, on average, compared to the corresponding period in the prior fiscal year.

INCOME TAXES



	Three months ended
(in millions)	July 28, 2017			July 29, 2016
Provision for income taxes	$	186		$	59
Income from operations before taxes	1,195			988
Effective tax rate	15.6		%	6.0		%

Non-GAAP provision for income taxes	$	230		$	269
Non-GAAP income from operations before taxes	1,764			1,713
Non-GAAP Nominal Tax Rate	13.0		%	15.7		%

Difference between the effective tax rate and Non-GAAP Nominal Tax Rate	(2.6		)%	9.7		%

Our effective tax rate for the three months ended July 28, 2017 was 15.6 percent, as compared to 6.0 percent for the first quarter in the prior fiscal year. The increase in our effective tax rate for the three months ended July 28, 2017 was primarily due to certain tax adjustments, changes in the amount and jurisdiction of restructuring charges, net and certain litigation charges, operational tax adjustments described below, and year over year changes in operational results by jurisdiction.

Our Non-GAAP Nominal Tax Rate for the three months ended July 28, 2017 was 13.0 percent, as compared to 15.7 percent for the three months ended July 29, 2016 . The decrease in our Non-GAAP Nominal Tax Rate for the three months ended July 28, 2017 was primarily due to the finalization of certain tax audits, the lapse of a statute of limitations for federal purposes, and excess tax benefits related to stock-based compensation due to the adoption of revised guidance. An increase in our Non-GAAP Nominal Tax Rate of 1 percent would result in an additional income tax provision for the three months ended July 28, 2017 of approximately $18 million.

Certain Tax Adjustments During the three months ended July 28, 2017 , we recognized charges of $60 million primarily related to the tax effect from certain restructuring steps taken during the quarter in anticipation of the divestiture of a portion of our Patient Monitoring & Recovery division to Cardinal Health.

During the three months ended July 29, 2016 , we recognized a $31 million net benefit from certain tax adjustments. A $431 million tax benefit was recognized as the result of the resolution of Covidien's previously disclosed Tyco International plc intercompany debt issues with the U.S. Tax Court and the Appeals Division of the U.S. Internal Revenue Service (IRS). This benefit was partially offset by a $371 million charge associated with the expected resolution with the IRS for the for the Ardian, CoreValve, Inc. and Ablation Frontiers, Inc. acquisition-related issues and the allocation of income between Medtronic, Inc. and its wholly owned subsidiary operating in Puerto Rico for certain businesses. This resolution does not include the businesses that are the subject of the Medtronic, Inc. U.S. Tax Court case for fiscal years 2005 and 2006. In addition, we recognized a $29 million charge in connection with the redemption of an intercompany minority interest.

For additional information about certain tax adjustments, see Notes 11 and 16 to the current period's consolidated financial statements .

LIQUIDITY AND CAPITAL RESOURCES



(in millions)	July 28, 2017		April 28, 2017
Working capital	$	9,321	$	10,316
Current ratio ⁽¹⁾	1.6:1.0		1.7:1.0
Cash, cash equivalents, and current investments	$	13,088	$	13,708
Current debt obligations and long-term debt	$	34,011	$	33,441


(1)	The ratio of current assets to current liabilities, excluding current assets and current liabilities held for sale, at July 28, 2017 and April 28, 2017.

We believe our balance sheet and liquidity provide us with flexibility in the future. Approximately $6 billion of our cash, cash equivalents, and investments held by certain U.S.-controlled non-U.S. subsidiaries may not represent available liquidity for general corporate purposes. However, we believe our other existing cash, cash equivalents and investments, as well as our $3.5 billion revolving credit facility and related commercial paper program ($1.5 billion of commercial paper outstanding at July 28, 2017 ),

will satisfy our foreseeable operating needs for at least the next 12 months. We regularly review our capital needs and consider various investing and financing alternatives to support our requirements.



	Agency Rating ⁽¹⁾
	July 28, 2017	April 28, 2017
Standard & Poor's Ratings Services
Long-term debt	A	A
Short-term debt	A-1	A-1

Moody's Investors Service
Long-term debt	A3	A3
Short-term debt	P-2	P-2


(1)	Agency ratings are subject to change, and there may be no assurance that an agency will continue to provide ratings and/or maintain its current ratings. A security rating is not a recommendation to buy, sell or hold securities, and may be subject to revision or withdrawal at any time by the rating agency, and each rating should be evaluated independently of any other rating.

Standard & Poor's Ratings Services (S&P) and Moody's Investors Service (Moody's) long-term debt ratings and short-term debt ratings at July 28, 2017 were unchanged as compared to the ratings at April 28, 2017 . We do not expect the S&P and Moody's ratings to have a significant impact on our liquidity or future flexibility to access additional liquidity given our balance sheet and our $3.5 billion revolving credit facility and related commercial paper program.

We have future contractual obligations and other minimum commercial commitments that are entered into in the normal course of business. We believe our off-balance sheet arrangements do not have a material current or anticipated future effect on our consolidated earnings, financial position, and/or cash flows.

Note 16 to the consolidated financial statements provides information regarding amounts we have accrued related to significant legal proceedings. In accordance with U.S. GAAP, we record a liability in our consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. Actual settlements may be different than estimated and could have a material impact on our consolidated earnings, financial position, and/or cash flows.

We record tax liabilities in our consolidated financial statements for amounts that we expect to repatriate from subsidiaries (to the extent the repatriation would be subject to tax); however, no tax liabilities are recorded for amounts that we consider to be permanently reinvested. Our current plans do not foresee a need to repatriate funds that are designated as permanently reinvested in order to fund our operations or meet currently anticipated liquidity and capital investment needs. However, we evaluate our legal entity structure supporting our business operations, and to the extent such evaluation results in a change to our overall business structure, we may be required to accrue for additional tax obligations.

We have investments in marketable debt securities that are classified and accounted for as available-for-sale. Our debt securities include U.S. government and agency securities, corporate debt securities, mortgage-backed securities, other asset-backed securities, debt funds, and auction rate securities. Some of our investments may experience reduced liquidity due to changes in market conditions and investor demand. Our auction rate security holdings continue to experience reduced liquidity due to low investor demand. Although our auction rate securities are currently illiquid and other securities could become illiquid, we believe we could liquidate a substantial amount of our portfolio without incurring a material impairment loss.

For the three months ended July 28, 2017 , the total other-than-temporary impairment losses on available-for-sale debt securities were not significant. Based on our assessment of the credit quality of the underlying collateral and credit support available to each of the remaining securities in which we are invested, we believe we have recognized all necessary other-than-temporary impairments as we do not have the intent to sell, nor is it more likely than not that we will be required to sell, before recovery of the amortized cost. At July 28, 2017 , we have $215 million of gross unrealized losses on our aggregate current and noncurrent available-for-sale debt securities of $8.4 billion . If market conditions deteriorate, some of these holdings may experience other-than-temporary impairment in the future, which could adversely impact our financial results. We are required to use estimates and assumptions in our valuation of investments, which requires a high degree of judgment, and therefore, actual results could differ materially from estimates. See Note 6 to the current period's consolidated financial statements for additional information regarding fair value measurements.

Summary of Cash Flows



	Three months ended
(in millions)	July 28, 2017			July 29, 2016
Cash provided by (used in):
Operating activities	$	737		$	1,550
Investing activities	83			(284		)
Financing activities	(1,141		)	(1,160		)
Effect of exchange rate changes on cash and cash equivalents	45			78
Net change in cash and cash equivalents	$	(276	)	$	184

Operating Activities The $ 813 million decrease in net cash provided was primarily driven by an increase in cash paid for income taxes of $ 302 million , an increase in certain litigation payments of $102 million, net cash outflows for collateral related to our currency exchange rate derivative instruments, and a decrease in cash collected from customers. The increase in cash paid for income taxes was primarily a result of settlement payments for U.S federal income taxes for fiscal years 2012 to 2014 as well as audit settlements outside of the U.S. during the three months ended July 28, 2017 . We did not make any significant settlement payments during the three months ended July 29, 2016 . The decrease in cash collected from customers is partially attributable to delays in billing and collections stemming from the SAP outage during the three months ended July 28, 2017 . For more information on collateral received/posted and contingencies, see Notes 8 and 16 , respectively, to the current period's consolidated financial statements .

Investing Activities The $ 367 million increase in net cash provided was primarily attributable to higher net sales of investments of $296 million and a decrease in capital expenditures of $52 million.

Financing Activities The $ 19 million decrease in net cash used is primarily attributable to a decrease in share repurchases of $530 million partially offset by a reduction of commercial paper borrowings of $357 million.

Free Cash Flow

Free cash flow, a non-GAAP financial measure, is calculated by subtracting property, plant, and equipment additions from operating cash flows. Management uses this non-GAAP financial measure, in addition to U.S. GAAP financial measures, to evaluate our operating results. Free cash flow should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with U.S. GAAP. Reconciliations between net cash provided by operating activities (the most comparable U.S. GAAP measure) and free cash flow are as follows:



	Three months ended
(in millions)	July 28, 2017			July 29, 2016
Net cash provided by operating activities	$	737		$	1,550
Net cash used in investing activities	83			(284		)
Net cash used in financing activities	(1,141		)	(1,160		)

Net cash provided by operating activities	$	737		$	1,550
Additions to property, plant, and equipment	(278		)	(330		)
Free cash flow	$	459		$	1,220

Dividends to shareholders	$	625		$	599
Repurchase of ordinary shares	1,233			1,763
Issuances of ordinary shares	(143		)	(214		)
Return to shareholders	$	1,715		$	2,148
Return of operating cash flow percentage	233		%	139		%
Return of free cash flow percentage	374		%	176		%

Debt and Capital

Our capital structure consists of equity and interest-bearing debt. We use a combination of bank borrowings and commercial paper issuances to fund our short-term financing needs. Current debt, including the current portion of our long-term debt and capital lease obligations, was $8.1 billion at July 28, 2017 compared to $7.5 billion at April 28, 2017 . We utilize Senior Notes to meet our long-term financing needs. Long-term debt was $26.0 billion at July 28, 2017 , as compared to $25.9 billion at April 28, 2017 .

Total debt at July 28, 2017 was $34.0 billion , as compared to $33.4 billion at April 28, 2017 . The increase in total debt was primarily driven by increased commercial paper borrowings of $572 million.

On August 3, 2017, we used a portion of the proceeds received from Cardinal Health, Inc. in connection with the divestiture of a portion of our Patient Monitoring & Recovery division to repay our senior unsecured term loan, including accrued interest, for $3.0 billion.

We maintain a commercial paper program for short-term financing, which allows us to issue unsecured commercial paper notes on a private placement basis up to a maximum aggregate amount outstanding at any time of $3.5 billion . At July 28, 2017 , we had $1.5 billion of commercial paper outstanding, as compared to $901 million at April 28, 2017 . During the three months ended July 28, 2017 , the weighted average original maturity of the commercial paper outstanding was approximately 32 days, and the weighted average interest rate was 1.22 percent. The issuance of commercial paper reduces the amount of credit available under our existing line of credit, as explained below.

We also have a $3.5 billion syndicated line of credit facility ($3.5 Billion Revolving Credit Facility) which expires in January 2020. The $3.5 Billion Revolving Credit Facility provides backup funding for the commercial paper program and may also be used for general corporate purposes. The $3.5 Billion Revolving Credit Facility provides us with the ability to increase our borrowing capacity by an additional $500 million at any time during the term of the agreement. At each anniversary date of the $3.5 Billion Revolving Credit Facility, but not more than twice prior to the maturity date, we could also request a one-year extension of the maturity date. At July 28, 2017 and April 28, 2017 , no amounts were outstanding on the committed line of credit.

Interest rates on advances of our $3.5 Billion Revolving Credit Facility are determined by a pricing matrix, based on our long-term debt ratings assigned by S&P and Moody’s. For additional information on our credit ratings status by S&P and Moody's, refer to the "Liquidity and Capital Resources" section of this Management's Discussion and Analysis. Facility fees are payable on the credit facility and are determined in the same manner as the interest rates. The agreements also contain customary covenants, all of which we remain in compliance with at July 28, 2017 .

We repurchase shares from time to time as part of our focus on returning value to our shareholders. In June 2015, our Board of Directors authorized, subject to the ongoing existence of sufficient distributable reserves, the redemption of 80 million of our ordinary shares. At April 28, 2017 , we had used 51 million of the 80 million shares authorized under the June 2015 share redemption program. In June 2017, our Board of Directors authorized the expenditure of up to $5.0 billion for new share repurchases, replacing the previous 2015 repurchase authorization to redeem up to an aggregate number of ordinary shares. During the three months ended July 28, 2017 , we repurchased a total of 14 million at an average price per share of $85.28 . At July 28, 2017 , we had approximately $4.9 billion remaining under the share repurchase program authorized by our Board of Directors.

For more information on credit arrangements, see the "Liquidity and Capital Resources" section of this Management's Discussion and Analysis, Note 7 to the current period's consolidated financial statements , and Note 8 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 28, 2017 .

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

This Quarterly Report on Form 10-Q, and other written reports and oral statements made by or with the approval of one of the Company’s executive officers from time to time, may include “forward-looking” statements. Forward-looking statements broadly include our current expectations or forecasts of future results. Our forward-looking statements generally relate to our growth and growth strategies, developments in the markets for our products, therapies and services, financial results, product development launches and effectiveness, research and development strategy, regulatory approvals, competitive strengths, restructuring and cost-saving initiatives, intellectual property rights, litigation and tax matters, government investigations, mergers and acquisitions, divestitures, market acceptance of our products, therapies and services, accounting estimates, financing activities, ongoing contractual obligations, working capital adequacy, value of our investments, our effective tax rate, our expected returns to shareholders, and sales efforts. Such statements may be identified by the use of terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “plan,” “possible,” “potential,” “project,” “should,” “will,” and similar words or expressions. Forward-looking statements in this Quarterly Report include, but are not limited to, statements regarding our ability to drive long-term shareholder value, development and future launches of products and continued or future acceptance of products, therapies and services in our operating segments; expected timing for completion of research studies relating to our products; market positioning and performance of our products, including stabilization of certain product markets; divestitures and the potential benefits thereof; the costs and benefits of integrating previous acquisitions; anticipated timing for U.S. FDA and non-U.S. regulatory approval of new products; increased presence in new markets, including markets outside the U.S.; changes in the market and our market share; acquisitions and investment initiatives, as well as integration of acquired companies into our operations; the resolution of tax matters; the effectiveness of our development activities in reducing patient care costs and hospital stay lengths; our approach towards cost containment; our expectations regarding health care costs, including potential changes to reimbursement policies and pricing pressures; our expectations regarding changes to patient standards of care; our ability to identify and maintain successful business partnerships; the elimination of certain positions or costs related to restructuring initiatives; outcomes in our litigation matters and government investigations; general economic conditions; the adequacy of available working capital and our working capital needs; our payment of dividends and redemption of shares; the continued strength of our balance sheet and liquidity; our accounts receivable exposure; and the potential impact of our compliance with governmental regulations and accounting guidance. One must carefully consider forward-looking statements and understand that such statements may be affected by inaccurate assumptions and may involve a variety of risks and uncertainties, known and unknown, including, among others, risks related to competition in the medical device industry, reduction or interruption in our supply, quality problems, liquidity shortfalls, decreasing prices and pricing pressure, fluctuations in currency exchange rates, changes in applicable tax rates, positions taken by taxing authorities, adverse regulatory action, delays in regulatory approvals, litigation results, self-insurance, commercial insurance, health care policy changes, international operations, failure to complete or achieve the intended benefits of acquisitions or divestitures, or disruption of our current plans and operations, as well as those discussed in the sections entitled “Risk Factors” and “Government Regulation and Other Considerations” in our Annual Report on Form 10-K for the year ended April 28, 2017 .

Consequently, no forward-looking statement may be guaranteed and actual results may vary materially. We intend to take advantage of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding our forward-looking statements, and are including this sentence for the express purpose of enabling us to use the protections of the safe harbor with respect to all forward-looking statements.

We undertake no obligation to update any statement we make, but investors are advised to consult all other disclosures by us in our filings with the Securities and Exchange Commission, especially on Forms 10-K, 10-Q, and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historical results. In addition, actual results may differ materially from those anticipated due to a number of factors, including, among others, those discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended April 28, 2017 . It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks, uncertainties, or potentially inaccurate assumptions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

CURRENCY EXCHANGE RATE RISK

Due to the global nature of our operations, we are exposed to currency exchange rate changes. In a period in which the U.S. dollar, our functional currency, is strengthening/weakening as compared to other currencies, our revenues, expenses, assets, and liabilities denominated in other currencies may be translated into U.S. dollars at a lower/higher value than they would be in an otherwise constant currency exchange rate environment.

We use operational and economic hedges, as well as currency exchange rate derivative instruments, to manage the impact of currency exchange rate fluctuations on earnings and cash flows. In order to minimize earnings and cash flow volatility resulting

from currency exchange rate fluctuations, we enter into derivative instruments, principally forward currency exchange rate contracts. These contracts are designed to hedge anticipated transactions in other currencies and changes in the value of specific assets and liabilities. At inception of the contract, the derivative instrument is designated as either a freestanding derivative or a cash flow hedge. The primary currencies of the derivative instruments are the Euro and Japanese Yen. Fluctuations in the currency exchange rates of currency exposures that are unhedged, such as in certain emerging markets, may result in future earnings and cash flow volatility. We do not enter into currency exchange rate derivative instruments for speculative purposes.

The gross notional amount of all currency exchange rate derivative instruments outstanding at July 28, 2017 and April 28, 2017 was $11.8 billion and $10.8 billion , respectively. At July 28, 2017 , these contracts were in a net unrealized loss position of $166 million. A sensitivity analysis of changes in the fair value of all currency exchange rate derivative contracts at July 28, 2017 indicates that, if the U.S. dollar uniformly strengthened/weakened by 10 percent against all currencies, the fair value of these contracts would increase/decrease by approximately $924 million. Any gains and losses on the fair value of derivative contracts would generally be offset by gains and losses on the underlying transactions. These offsetting gains and losses are not reflected in the above analysis.

INTEREST RATE RISK

We are subject to interest rate risk on our short-term investments and our borrowings. We manage interest rate risk in the aggregate, while focusing on our immediate and intermediate liquidity needs. Our debt portfolio at July 28, 2017 was comprised of debt predominately denominated in U.S. dollars, of which approximately 85% is fixed rate debt and approximately 15% is floating-rate debt. We are also exposed to interest rate changes affecting our investments in interest rate sensitive instruments, which include our marketable debt securities, fixed-to-floating interest rate swap agreements, and forward starting interest rate swap agreements.

A sensitivity analysis of the impact on our investments in interest rate sensitive financial instruments of a hypothetical 10 basis point change in interest rates, compared to interest rates at July 28, 2017 , indicates that the fair value of these instruments would correspondingly change by $67 million.

For a discussion of current market conditions and the impact on our financial condition and results of operations, please see the “Liquidity and Capital Resources” section of the current period's Management's Discussion and Analysis. For additional discussion of market risk, see Notes 6 and 8 to the current period's consolidated financial statements .

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) and changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this quarterly report, our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) are effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company began deployment of an enterprise resource planning (ERP) software program, SAP, to the Minimally Invasive Therapies Group during fiscal year 2017. Although no specific implementation activity or related changes in internal controls occurred during the period covered by this Quarterly Report on Form 10-Q, the system deployment will continue with projected completion in fiscal year 2020. There have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

A discussion of the Company’s policies with respect to legal proceedings is included in the management’s discussion and analysis and our legal proceedings and other loss contingencies are described in Note 16 to the current period's consolidated financial statements .

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information about the shares repurchased by the Company during the first quarter of fiscal year 2018:



Fiscal Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as a Part of Publicly Announced Program ⁽¹⁾	Maximum Number of Shares that may yet be Purchased Under the Program ⁽¹⁾	Maximum Approximate Dollar Value of Shares that may yet be Purchased Under the Program ⁽²⁾
4/29/2017-5/26/2017	8,361,185	$	83.72	8,361,185	20,835,846	—
5/27/2017-6/30/2017	5,150,697	87.37		5,150,697	N/A	4,933,651,113
7/1/2017-7/28/2017	886,963	87.94		886,963	N/A	4,855,658,927
Total	14,398,845	$	85.28	14,398,845	N/A	4,855,658,927

(1)

In June 2015, the Company’s Board of Directors authorized, subject to the ongoing existence of sufficient distributable reserves, the repurchase of 80 million of the Company’s ordinary shares. As authorized by the Board of Directors, the Company's share redemption program expires when the total number of authorized shares have been redeemed. As noted below, this repurchase authorization was replaced in June 2017 with the repurchase authorization described in footnote (2) below. As such, the maximum number of shares that may yet be purchased under the program is no longer applicable to the repurchase program in place.


(2)	In June 2017, the Company's Board of Directors authorized the repurchase of $5 billion of the Company’s ordinary shares. This authorization replaces the June 2015 authorization described in footnote (1) above. There is no specific time-period associated with this repurchase authorization.

Item 6. Exhibits



(a)	Exhibits
	10.1	Medtronic Incentive Plan.
	31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101.INS	XBRL Instance Document.
	101.SCH	XBRL Schema Document.
	101.CAL	XBRL Calculation Linkbase Document.
	101.DEF	XBRL Definition Linkbase Document.
	101.LAB	XBRL Label Linkbase Document.
	101.PRE	XBRL Presentation Linkbase 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 thereunto duly authorized.



		MEDTRONIC PUBLIC LIMITED COMPANY
		(Registrant)

Date:	September 1, 2017	/s/ Omar Ishrak
		Omar Ishrak
		Chairman and Chief Executive Officer

Date:	September 1, 2017	/s/ Karen L. Parkhill
		Karen L. Parkhill
		Executive Vice President and
		Chief Financial Officer

EXHIBIT 10.1

MEDTRONIC PLC

MEDTRONIC INCENTIVE PLAN

(As amended and restated effective April 1, 2017)

SECTION 1.

BACKGROUND, PURPOSE AND DURATION

1.1 Effective Date. Medtronic, Inc., a Minnesota corporation and a subsidiary of

Medtronic plc, an Irish public limited company (the “Company”), previously established the Medtronic Incentive Plan effective as of April 26, 2003 (the “Effective Date”), as amended and restated as of January 1, 2008, which was amended and restated by the Company as of January 26, 2015. The Company hereby adopts and amends and restates the Plan, effective April 1, 2017 (the “Restatement Date”).

1.2 Purpose of the Plan. The Plan is designed to motivate employees to achieve the Company’s primary annual objectives as reflected in the Company’s annual operating plan by providing the opportunity for incentive compensation in addition to annual salaries.

The Plan is intended to amend, incorporate and restate prior incentive compensation plans established by Medtronic, Inc., including the Management Incentive Plan and the Employee Incentive Plan. The terms of the Plan, as set forth herein, shall apply to awards granted under the Plan on and after the Restatement Date. Awards granted under the Company’s incentive compensation plans in effect prior to the Restatement Date shall be governed by the terms of such prior plans.

For the avoidance of doubt, awards of incentive compensation to “covered employees” (within the meaning of Section 162(m) of the Code) pursuant to this Plan shall be deemed to be granted under the Amended and Restated 2013 Stock Award and Incentive Plan (or any successor plan in effect on the first day of the applicable Performance Period) (the “Omnibus Plan”) and shall also be subject to the terms and conditions therein (including the individual limits and eligible performance criteria contained therein).

SECTION 2.

DEFINITIONS

The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

2.1 “ Actual Award ” means as to any Performance Period, the actual award of incentive compensation (if any) payable to a Participant for the Performance Period. Each Actual Award is determined by the Payout Formula for the Performance Period, subject to the Committee’s authority under Section 4.6 to increase, reduce or eliminate the award determined by the Payout Formula.

2.2 “ Affiliate ” means any corporation that is a “parent corporation” or “subsidiary corporation” of the Company or any successor provision, and any joint venture in which the Company or any such “parent corporation” or “subsidiary corporation” owns a controlling equity interest. “Parent corporation” shall have the meaning set forth in Sections 424(e) of the Code. “Subsidiary corporation” shall have the meaning set forth in section 155 of the Companies Act 1963 of the Republic of Ireland; provided that, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, an entity shall not be treated as a subsidiary corporation unless it is also an entity in which the Company has a “controlling interest” (as defined in Treas. Reg. Section 1.409A-1(b)(5)(ii)(E)(1)), either directly or through a chain of corporations or other entities in which each corporation or other entity has a “controlling interest” in another corporation or entity in the chain, as determined by the Committee.

2.3 “ Board ” means the Board of Directors of the Company.

2.4 “ Cause ” has the same meaning set forth in Section 5.4(c) hereof.

2.5 “ Code ” means the Internal Revenue Code of 1986, as amended.

2.6 “ Committee ” means the Compensation Committee of the Board or its delegate as set forth in Section 3.4 hereof.

2.7 “ Company ” has the meaning set forth in the preamble.

2.8 “ Disability ” means the disability of a Participant such that the Participant is considered disabled under any retirement plan of the Company which is qualified under Section 401 of the Code, or, in the case of a Participant employed by a non-U.S. Affiliate or in a non-U.S. location, under any retirement plan or long-term disability plan of the Company or such Affiliate applicable to such Participant, or as otherwise determined by the Committee.

2.9 “ Employee ” means any employee of the Company or of an Affiliate, whether such employee is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.

2.10 “ Fiscal Year ” means the fiscal year of the Company.

2.11 “ MIP Payroll Period ” means the payroll period designated by the Committee to which the Performance Period relates, which, for Fiscal Year 2017, means April 16, 2016 to April 14, 2017 for the US payroll, and May 1, 2016 to April 30, 2017 for the OUS payroll.

2.12 “ Participant ” means as to any Performance Period, an Employee who has been selected by the Committee for participation in the Plan for that Performance Period.

2.13 “ Payout Formula ” means as to any Performance Period, the formula or payout matrix established by the Committee pursuant to Section 4.4 in order to determine the Actual Awards (if any) to be paid to Participants. The formula or matrix may differ from Participant to Participant.

2.14 “ Performance Period ” means generally, the Fiscal Year. However, the Committee may, at its discretion, designate a shorter or longer period.

2.15 “ Plan ” means the Medtronic plc Medtronic Incentive Plan, as set forth herein and as hereafter amended from time to time.

2.16 “ Restructuring ” means, as determined by the Committee, (i) the occurrence of a reduction in force occurring in Fiscal Year 2018 or any subsequent Fiscal Year or (ii) with respect to an Employee of an Affiliate, the first day on which such entity ceases to be an Affiliate, whether through sale, decrease in equity ownership or otherwise (provided that such disaffiliation occurs in Fiscal Year 2018 or any subsequent Fiscal Year).

2.17 “ Retirement ” means, as determined by the Committee, retirement of an Employee as defined under any retirement plan of the Company or an Affiliate of the Company which is qualified under Section 401 of the Code (which currently provides for retirement on or after age 55, provided the Employee has been employed by the Company and/or one or more Affiliates for at least ten years, or retirement on or after age 62), or under any retirement plan of the Company or any Affiliate applicable to the Employee due to employment by a non-U.S. Affiliate or employment in a non-U.S. location, or as otherwise determined by the Committee in its sole discretion.

2.18 “ Salary ” for a Performance Period means, (i) for a Participant who is a salaried employee, subject to Section 6.1 of the Plan, the Participant’s base salary rate in effect on the last day of the applicable MIP Payroll Period (or, to the extent required under Section 162(m) of the Code, the first day of the applicable MIP Payroll Period) to which the Performance Period relates, or (ii) for a Participant who is an hourly paid employee, the Participant’s eligible earnings during the applicable MIP Payroll Period, determined in accordance with the normal payroll practices of the Company (or an Affiliate, as the case may be):

(a) including:

(i) hourly wages;

(ii) any other individual performance-based forms of compensation such as lump sum merit, development or promotional payments (except as set forth in Section 2.18 (b));

(iii) the amount of any reduction in Salary to which a Participant has agreed as part of any plan of the Company or its Affiliates to use the amount of such reduction to purchase benefits under a cafeteria plan under Code Section 125, a transportation fringe benefit plan under Code Section 132(f), or in connection with any qualified cash or deferred arrangement under Code Section 401(k);

(iv) any Participant payments by salary reduction or its equivalent to a nonqualified deferred compensation plan sponsored by the Company or its Affiliates; and

(v) if applicable, overtime, sick pay, and shift differentials; but

(b) excluding: (i) any discretionary bonuses (such as hiring bonuses); (ii) workers compensation payments; (iii) short-term disability benefit payments from a third party; (iv) long-term disability benefit payments; (v) other payments made by a third party; (vi) service awards; (vii) tuition reimbursements; (viii) relocation allowances; (ix) severance payments; (x) any one-time payment, or other payment not directly related to hourly wages (such as referral bonuses, incentive payments for a current Performance Period or prior Performance Period and other similar payments); (xi) payments of deferred compensation, whether qualified or nonqualified; (xii) payments made to the Participant under the Company’s salary continuance plan for absence due to illness, injury, compassionate leave, or approved medical leave of absence; (xiii) expatriate allowances; and (xiv) equity compensation.

2.19 “ Target Award ” means the target award payable under the Plan to a Participant for the Performance Period, expressed as a percentage of his or her Salary or a specific dollar amount, as determined by the Committee in accordance with Section 4.2 hereof.

2.20 “ Termination of Employment ” means a cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including, but not limited to, a termination by resignation, discharge, death, Disability, Retirement, or the occurrence of a Restructuring whereby an Employee ceases to provide services to the Company and its Affiliates, but excluding any such termination where there is a simultaneous reemployment by the Company or an Affiliate.

SECTION 3.

ADMINISTRATION

3.1 Committee is the Administrator. The Plan shall be administered by the Compensation Committee of the Board (the “Committee”). The Committee shall consist of not less than two (2) members of the Board. The members of the Committee shall be appointed from time to time by the Board.

3.2 Committee Authority. It shall be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine which Employees shall be Participants, (b) prescribe the terms and conditions of awards, (c) interpret the Plan and the awards, (d) adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, (e) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (f) interpret, amend or revoke any such rules.

3.3 Decisions Binding. All determinations and decisions made by the Committee, the Board, and any delegate of the Committee pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.

3.4 Chief Executive Officer Oversight and Delegation. The Committee may delegate all or any part of its authority to other Board members or employees of the Company and its Affiliates. Unless the Committee determines otherwise, the Committee shall be treated as having delegated its authority to the Company’s Chief Executive Officer (“CEO”) to the fullest extent permitted hereunder. The CEO may make such determinations and take such actions within the scope of such delegation as the CEO deems necessary. In his or her sole discretion, the CEO may delegate all or part of the CEO’s authority and powers under the Plan to one or more directors, officers, or other employees of the Company on such terms and conditions as he or she may provide. Notwithstanding the foregoing, the Committee shall not delegate any of its authority under the Plan in respect of any Participant who is a “Covered Employee” within the meaning of Section 162(m) of the Code.

3.5 Indemnification. To the full extent permitted by law, each member and former member of the Committee and each person to whom the Committee or the CEO delegates or has delegated authority under this Plan shall be entitled to indemnification by the Company against and from any loss, liability, judgment, damages, cost and reasonable expense incurred by such member, former member or other person by reason of any action taken, failure to act or determination made in good faith under or with respect to this Plan.

SECTION 4.

SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS

4.1 Selection of Participants. The Committee, in its sole discretion, shall select the Employees who shall be Participants for any Performance Period based upon the recommendation of appropriate management. In addition, the Committee, in its sole discretion, shall determine whether Employees who are hired after the commencement of a Performance Period shall participate in the Plan for that Performance Period. Participation in the Plan is in the sole discretion of the Committee, and on a Performance Period by Performance Period basis. Accordingly, an Employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period.

4.2 Determination of Target Awards. The Committee, in its sole discretion, shall establish a Target Award for each Participant, which shall be set forth in writing. The amount of each Participant’s Target Award shall be determined by the Committee in its sole discretion, based upon the Participant’s level of responsibility within the Company or such other objective criteria as the Committee may determine is appropriate.

4.3 Determination of Performance Objectives. The Committee, in its sole discretion, shall establish the Performance Objectives for the Performance Period. Such Performance Objectives shall be set forth in writing. “Performance Objectives” means the Corporate Financial Performance, Sector Financial Performance, and/or Unit/Individual Performance Category goal(s) (or combined goal(s)) determined by the Committee (in its sole discretion) to be applicable to the Participants for a Target Award for a Performance Period. As determined by the Committee, the Performance Objectives for any Target Award applicable to the Participants may provide for a targeted level or levels of achievement in the Performance Categories using one or more financial or other measures. The Performance Objectives may differ from award to award.

Minimum threshold(s) may be set by the Committee for any or all of the Performance Categories (as defined in Section 4.4) for a Participant, below which no Actual Awards may be payable to the Participant for that Category.

Subject to the Omnibus Plan in respect of Participants who are “Covered Employees” within the meaning of Section 162(m) of the Code, a Participant may be assigned multiple Performance Objectives in the same Performance Category. In such cases the Performance Objectives shall be given a percentage weight that is dependent on the assessment of the importance of the Performance Objective and the sum of the percentage weights in a Performance Category shall equal 100%.

4.4 Determination of Payout Formula or Formulas. The Committee, in its sole discretion, shall establish a Payout Formula or Formulas for purposes of determining the Actual Award (if any) payable to each Participant. Each Payout Formula shall (a) be in writing, (b) be based on a combination of Performance Categories (as defined below) designated for the Participant, (c) be based on a comparison of actual performance to the Performance Objectives, (d) provide for the payment of a Participant’s Target Award if the Performance Objectives for the Performance Period are achieved, and (e) provide for an Actual Award greater than or less than the Participant’s Target Award, depending upon the extent to which actual performance exceeds or falls below the Performance Objectives.

Each Participant’s entitlement to an Actual Award will be based on one or more of the percentage-weighted combination(s) of the performance of the Company as a whole (“Corporate Financial Performance”), the Participant’s sector (“Sector Financial Performance”), and/or the Participant’s Unit (e.g., business unit, division, work group, department, country, geography, etc.) and/or individual performance (“Unit/Individual Performance”) (each defined as a “Performance Category”). The Committee shall designate for each Participant in the Plan a combination of Performance Categories based upon the level of impact and responsibility the Participant’s job has on corporate, sector and/or business unit specific financial results and/or individual performance. The Participant’s Payout Formula shall include one or a combination of the foregoing Performance Categories. For instance, the Payout Formula for Participant A may contain only the Corporate Financial Performance Category, in which case the Participant’s Payout Formula would be based solely on attainment of Performance Objectives in the Corporate Financial Performance Category. Likewise, the Payout Formula for Participant B may contain both the Corporate Financial Performance Category and Sector Financial Performance Category, and the Participant’s Payout Formula would be based on attainment of Performance Objectives in both the Corporate Financial Performance Category and the Sector Financial Performance Category.

4.5 Date for Determinations. The Committee shall make all determinations under Section 4.1 through 4.4 on or before the 90th day of each Performance Period, but in no event after 25% of the applicable Performance Period has elapsed.

4.6 Determination of Actual Awards. After the end of each Performance Period, the Committee shall certify in writing the extent to which the Performance Objectives applicable to each Participant for the Performance Period were achieved or exceeded. The Actual Award for each Participant shall be determined by applying the Payout Formula to the level of actual performance that has been certified by the Committee. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, may (a) eliminate or reduce the Actual Award payable to any Participant below that which otherwise would be payable under the Payout Formula (including by reason of proration for the period the Participant provided services during a Performance Period), (b) except in respect of “Covered Employees” (within the meaning of Section 162(m)), increase the Actual Award payable to any Participant above that which otherwise would be payable under the Payout Formula, and (c) as further set forth in Section 5.4 below, determine whether a Participant will receive an Actual Award in the event the

Participant incurs a Termination of Employment prior to the date the Actual Award is to be paid pursuant to Section 5.2 below.

SECTION 5.

PAYMENT OF AWARDS

5.1 Right to Receive Payment. The Company and its Affiliates shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any amounts under the Plan, and rights to the payment hereunder shall be no greater than the rights of the Company’s unsecured creditors. All expenses involved in administering the Plan shall be borne by the Company and its Affiliates.

5.2 Timing of Payment. A Participant’s Actual Award for a Performance Period shall be paid to him or her in the calendar year in which the Performance Period ends provided that, except as set forth in Section 5.4, the Participant remains employed through the end of the Performance Period. A Participant may, however, elect to defer or exchange some or all of his or her Actual Award under other Company plans in effect at that time applicable to the Participant in accordance with Section 409A of the Code.

5.3 Form of Payment. Except as set forth in Section 5.2, payment of an Actual Award shall be in cash in the form of a lump sum.

5.4 Termination of Employment During Performance Period.

(a) Except as required by applicable law or as otherwise determined by the Committee, if the Participant’s employment is terminated prior to the completion of a Performance Period due to a Restructuring or the Participant’s death, Disability, or Retirement, the Participant (or the Participant’s beneficiary in the case of the Participant’s death) will be entitled to receive (i) if such Participant provides services primarily in the United States, a pro rata portion of the Actual Award for which the Participant otherwise would have been eligible, determined at the end of the applicable Performance Period based upon the portion of the Performance Period the Participant was employed by the Company or Affiliate or (ii) if such Participant provides services primarily in a location other than the United States, a pro rata portion of the Target Award. Such amount, if any, (i) with respect to Participants providing services primarily in the United States, shall be paid at the time Actual Awards are otherwise payable to Participants in the Plan, subject to Section 9.5 of the Plan, or as otherwise determined by the Committee or as required by applicable law (provided, that such amount is in all events paid in the calendar year in which the Performance Period ends) and (ii) with respect to Participants providing services primarily in a location other than the United States, shall be paid in accordance with local payroll processing practices, or as otherwise determined by the Committee or as required by applicable law.

(b) Upon a Termination of Employment prior to the completion of a Performance Period for any reason other than due to death, Disability, Retirement or a Restructuring, the Participant’s Actual Award shall be immediately forfeited, the Participant shall have no further rights thereunder and such individual shall no longer be a Participant in the Plan unless (i) the Participant is otherwise eligible to receive all or a portion of the award pursuant to a severance plan maintained by the Company or Affiliate in which the Participant participates, (ii) payment of all or a portion of the award is required by applicable law or (iii) the Committee otherwise so determines. Except as required by applicable law or as otherwise determined by the Committee, no such payment may exceed the Actual Award for which the Participant otherwise would have been

eligible, determined at the end of the applicable Performance Period based upon the portion of the Performance Period the Participant was employed by the Company or Affiliate.

(c) Notwithstanding anything in this Section 5.4 to the contrary, a Participant shall not be entitled to any Actual Award for a Performance Period if the Participant’s employment is terminated by the Company or Affiliate during the Performance Period or during the period between the end of the Performance Period and the date on which the Actual Award is otherwise payable to the Participant for “Cause,” which shall be the following reasons: (a) failure to comply with any material policies and procedures of the Company or Affiliate; (b) conduct reflecting dishonesty or disloyalty to the Company or Affiliate, or which may have a negative impact on the reputation of the Company or Affiliate; (c) allegation of commission of a felony, theft or fraud, or violations of law involving moral turpitude; or (d) failure to perform the material duties of his or her employment. If a Participant’s employment is terminated for any of the foregoing reasons, the time at which the Participant ceases to be an employee for purposes of this Section 5.4 shall mean the time at which such Participant is instructed or notified to cease performing his or her job responsibilities for the Company or any Affiliate, whether or not for other reasons, such as payroll, benefits or compliance with legal procedures or requirements, he or she may still have other attributes of an employee.

5.5 Beneficiary. The Committee or its delegate shall create a procedure whereby a Participant may file, on a form to be provided by the Company, a written election designating one or more beneficiaries with respect to the amount, if any, payable in the event of the Participant’s death. The Participant may amend such beneficiary designation in writing at any time prior to the Participant’s death without the consent of any previously designated beneficiary. Such designation or amended designation, as the case may be, shall not be effective unless and until received by the authorized representatives of the Company prior to the Participant’s death. In the absence of any such designation, the amount payable, if any, shall be delivered to the legal representative of such Participant’s estate.

SECTION 6.

CHANGE IN CONTROL

6.1 Calculation of Awards. Notwithstanding any other provisions of the Plan (including, without limitation, minimum thresholds provided under Section 4.3 and the provisions of Section 5.4, none of which shall apply), if a Change in Control (as defined below) occurs during a Performance Period, each Participant shall be entitled to an Actual Award under the Plan for the full Performance Period (typically 12 months), calculated in accordance with Section 4.6, but with payment accelerated to the time of the Change in Control. A Participant’s Actual Award for such Performance Period shall be the greater of (a) the Target Award; or (b) if the Change in Control occurs after the first quarter of a Fiscal Year, the Actual Award that the Participant would have received if no Change in Control had occurred during such Fiscal Year, and the achievement of the Participant’s Performance Objectives for the Performance Period had equaled the performance most recently projected by the Company for such Performance Period prior to the Change in Control, adjusted to exclude: (A) all non-recurring or special charges incurred by the Company during the Performance Period; (B) all legal, accounting, investment banking and other costs and expenses incurred or projected by the Company in connection with, or in opposition to, the events resulting in the Change in Control; and (C) the projected effect of the Change in Control upon the achievement of Participant’s Performance Objectives. For purposes of determining the Target Award and Actual Award under this Section 6.1, “Salary” shall be determined as follows (i) for a Participant who is a salaried employee, the Participant’s base salary rate in effect on the day immediately

prior to the Change in Control or (ii) for a Participant who is an hourly paid employee, his or her hourly wage determined as of the day immediately prior to the Change in Control, which shall be deemed to have remained the same throughout the Performance Period.

6.2 Definition. For purposes of this Section 6, a “Change in Control” means:

(a) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then-outstanding ordinary shares of the Company, par value $0.0001, as such par value may be adjusted from time to time (the “Outstanding Company Ordinary Shares”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided , however , that, for purposes of this clause (a), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company or any of its subsidiaries, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, (4) any acquisition by an underwriter temporarily holding securities pursuant to an offering of such securities or (5) any acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of clause (c) below; or

(b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided , however , that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be considered as though such individual was an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c) Consummation of a reorganization, merger, statutory share exchange or consolidation (or similar corporate transaction) involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case, unless, immediately following such Business Combination, (i) substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Ordinary Shares and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding ordinary shares (or, for a non-corporate entity, equivalent securities) and the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of (A) the entity resulting from such Business Combination (the “Surviving Corporation”) or (B) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of 80% or more of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), in substantially the same proportion as their ownership, immediately prior to the Business Combination, of the Outstanding Company Ordinary Shares and the Outstanding Company Voting Securities, as the case may be, (ii) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent

Corporation), is or becomes the beneficial owner, directly or indirectly, of 30% or more of the outstanding ordinary shares and the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (iii) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination; or

(d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, a Change in Control shall be deemed to have occurred under the Plan only if a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code. For the avoidance of doubt, any one or more of the above events may be effected pursuant to (A) compromise or arrangement sanctioned by the court under section 201 of the Companies Act 1963 of the Republic of Ireland or (B) section 204 of the Companies Act 1963 of the Republic of Ireland.

6.3 Payment of Awards. Actual Awards shall be paid under this Section 6 within two and one-half months following the date of the first Change in Control to occur during the Performance Period.

SECTION 7.

GENERAL PROVISIONS

7.1 Tax Withholding. The Company or an Affiliate shall have the right to deduct from any payment made under the Plan any federal, state, local or non-U.S. income, payroll or other taxes required by law to be withheld with respect to such payment.

7.2 No Effect on Employment. Neither the Plan nor any action taken hereunder shall be construed as giving any employee or other person any right to continue to be employed by or perform services for the Company or any Affiliate of the Company, and the right to terminate the employment of or performance of services by any Participant at any time and for any reason is specifically reserved to the Company and its Affiliates.

7.3 Participation. No Employee shall have the right to be selected to receive an award under this Plan, or, having been so selected, to be selected to receive a future award.

7.4 Release. Any payment of an Actual Award to or for the benefit of a Participant or beneficiary that is made in good faith by the Company and its Affiliates in accordance with the Company’s interpretation of its obligations hereunder, shall be in full satisfaction of all claims against the Company and its Affiliates for payments under the Plan.

7.5 Notices. Any notice provided by the Company under the Plan may be posted to a Company-designated website.

7.6 Benefits Not Transferable. Except as may be approved by the Committee, a Participant’s rights and interest under the Plan may not be assigned or transferred, hypothecated or encumbered, in whole or in part, either directly or by operation of law or otherwise (except in the event of a Participant’s death) including, but not by way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner; provided , however , that, subject to applicable law, any amounts payable to any Participant hereunder are subject to reduction to satisfy any liabilities owed to the Company or any of its Affiliates by the Participant.

7.7 Successors. All obligations of the Company and any Affiliate under the Plan, with respect to awards granted hereunder, shall be binding on any successor to the Company and/or such Affiliate, whether the existence of such successor is the result of a direct or indirect purchase, merger or consolidation of all or substantially all of the business or assets of the Company or such Affiliate, or otherwise.

7.8 Actions and Decision Regarding the Business or Operations of the Company. Notwithstanding anything in the Plan to the contrary, none of the Company, its Affiliates, nor any of their respective officers, directors, employees or agents shall have any liability to any Participant (or his or her beneficiaries or heirs) under the Plan or otherwise on account of any action taken, or not taken, in good faith by any of the foregoing persons with respect to the business or operations of the Company or any Affiliates.

SECTION 8.

AMENDMENT, TERMINATION AND DURATION

8.1 Plan Amendment or Suspension. The Plan may be amended or suspended in whole or in part at any time and from time to time by the Committee.

8.2 Plan Termination. This Plan shall terminate upon the adoption of a resolution of the Committee terminating the Plan.

8.3 Duration of the Plan. The Plan shall commence on the date specified herein, and subject to Sections 8.1 and 8.2 (regarding the Board’s right to amend or terminate the Plan, respectively), shall remain in effect thereafter.

SECTION 9.

LEGAL CONSTRUCTION

9.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

9.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

9.3 Requirements of Law. The granting and payment of awards under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

9.4 Governing Law. The validity, construction, interpretation, administration and effect of the Plan, and rights relating to the Plan and to awards granted under the Plan, shall be governed by the substantive laws, but not the choice of law rules, of the State of Minnesota.

9.5 Section 409A . This Plan as well as payments under this Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code (“Section 409A”), and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance with such intent. Notwithstanding anything contained herein to the contrary, the Participant shall not be considered to have incurred a Termination of Employment for purposes of any payments under this Plan which are subject to Section 409A until the Participant has incurred a “separation from service” within the meaning of Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid an accelerated or additional tax under Section 409A, amounts that would otherwise be payable pursuant to this Plan during the six-month period immediately following the Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s separation from service (or, if earlier, the Participant’s date of death). The Company makes no representation that any or all of the payments described in this Plan will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

EXHIBIT 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, Omar Ishrak, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Medtronic Public Limited Company;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	September 1, 2017	/s/ Omar Ishrak
		Omar Ishrak Chairman and Chief Executive Officer

EXHIBIT 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, Karen L. Parkhill, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Medtronic Public Limited Company;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	September 1, 2017	/s/ Karen L. Parkhill
		Karen L. Parkhill Executive Vice President and Chief Financial Officer

EXHIBIT 32.1

Certification of Chief Executive Officer

Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with this quarterly report on Form 10-Q of Medtronic Public Limited Company for the quarter ended July 28, 2017 , the undersigned hereby certifies, in his capacity as Chief Executive Officer of Medtronic Public Limited Company, for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


(2)	The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Medtronic Public Limited Company.



Date:	September 1, 2017	/s/ Omar Ishrak
		Omar Ishrak Chairman and Chief Executive Officer

EXHIBIT 32.2

Certification of Chief Financial Officer

Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with this quarterly report on Form 10-Q of Medtronic Public Limited Company for the quarter ended July 28, 2017 , the undersigned hereby certifies, in her capacity as Chief Financial Officer of Medtronic Public Limited Company, for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


(2)	The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Medtronic Public Limited Company.



Date:	September 1, 2017	/s/ Karen L. Parkhill
		Karen L. Parkhill Executive Vice President and Chief Financial Officer