Medtronic plc (Form: 10-Q, Received: 12/03/2020 16:16:46)

Medtronic plc0001613103--04-30falseQ22021D02 XH02us-gaap:AccountingStandardsUpdate201602MemberP7YP10YP4YP4YP2YP10YP10YP10YP10YP7YP5YP8YP10YP8YP12YP13YP12YP20YP30YP20YP30YP20YP30YP20YP30YP30YP30YP30YP30YP30Y00016131032020-04-252020-10-300001613103us-gaap:CommonStockMember2020-04-252020-10-300001613103mdt:SeniorNotes2019Due2021FloatingMember2020-04-252020-10-300001613103mdt:SeniorNotes2019Due2022Member2020-04-252020-10-300001613103mdt:SeniorNotes2019Due20230.375PercentMember2020-04-252020-10-300001613103mdt:SeniorNotes2020Due2023Member2020-04-252020-10-300001613103mdt:SeniorNotes2019Due2025Member2020-04-252020-10-300001613103mdt:SeniorNotes2020Due2025Member2020-04-252020-10-300001613103mdt:SeniorNotes2019Due2027Member2020-04-252020-10-300001613103mdt:SeniorNotes2020Due2028Member2020-04-252020-10-300001613103mdt:SeniorNotes2019Due20311.625PercentMember2020-04-252020-10-300001613103mdt:SeniorNotes2019Due20311.00PercentMember2020-04-252020-10-300001613103mdt:SeniorNotes2020Due2032Member2020-04-252020-10-300001613103mdt:SeniorNotes2019Due20392.250PercentMember2020-04-252020-10-300001613103mdt:SeniorNotes2019Due20391.50PercentMember2020-04-252020-10-300001613103mdt:SeniorNotes2020Due2040Member2020-04-252020-10-300001613103mdt:SeniorNotes2019Due2049Member2020-04-252020-10-300001613103mdt:SeniorNotes2020Due2050Member2020-04-252020-10-30xbrli:shares00016131032020-12-01iso4217:USD00016131032020-08-012020-10-3000016131032019-07-272019-10-2500016131032019-04-272019-10-25iso4217:USDxbrli:shares00016131032020-10-3000016131032020-04-240001613103us-gaap:CommonStockMember2020-04-240001613103us-gaap:AdditionalPaidInCapitalMember2020-04-240001613103us-gaap:RetainedEarningsMember2020-04-240001613103us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-04-240001613103us-gaap:ParentMember2020-04-240001613103us-gaap:NoncontrollingInterestMember2020-04-240001613103us-gaap:RetainedEarningsMember2020-04-252020-07-310001613103us-gaap:ParentMember2020-04-252020-07-310001613103us-gaap:NoncontrollingInterestMember2020-04-252020-07-3100016131032020-04-252020-07-310001613103us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-04-252020-07-310001613103us-gaap:CommonStockMember2020-04-252020-07-310001613103us-gaap:AdditionalPaidInCapitalMember2020-04-252020-07-310001613103us-gaap:RetainedEarningsMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-04-240001613103us-gaap:ParentMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-04-240001613103srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-04-240001613103us-gaap:CommonStockMember2020-07-310001613103us-gaap:AdditionalPaidInCapitalMember2020-07-310001613103us-gaap:RetainedEarningsMember2020-07-310001613103us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-07-310001613103us-gaap:ParentMember2020-07-310001613103us-gaap:NoncontrollingInterestMember2020-07-3100016131032020-07-310001613103us-gaap:RetainedEarningsMember2020-08-012020-10-300001613103us-gaap:ParentMember2020-08-012020-10-300001613103us-gaap:NoncontrollingInterestMember2020-08-012020-10-300001613103us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-08-012020-10-300001613103us-gaap:CommonStockMember2020-08-012020-10-300001613103us-gaap:AdditionalPaidInCapitalMember2020-08-012020-10-300001613103us-gaap:CommonStockMember2020-10-300001613103us-gaap:AdditionalPaidInCapitalMember2020-10-300001613103us-gaap:RetainedEarningsMember2020-10-300001613103us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-10-300001613103us-gaap:ParentMember2020-10-300001613103us-gaap:NoncontrollingInterestMember2020-10-300001613103us-gaap:CommonStockMember2019-04-260001613103us-gaap:AdditionalPaidInCapitalMember2019-04-260001613103us-gaap:RetainedEarningsMember2019-04-260001613103us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-04-260001613103us-gaap:ParentMember2019-04-260001613103us-gaap:NoncontrollingInterestMember2019-04-2600016131032019-04-260001613103us-gaap:RetainedEarningsMember2019-04-272019-07-260001613103us-gaap:ParentMember2019-04-272019-07-260001613103us-gaap:NoncontrollingInterestMember2019-04-272019-07-2600016131032019-04-272019-07-260001613103us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-04-272019-07-260001613103us-gaap:CommonStockMember2019-04-272019-07-260001613103us-gaap:AdditionalPaidInCapitalMember2019-04-272019-07-2600016131032018-04-282019-04-260001613103us-gaap:RetainedEarningsMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-04-260001613103us-gaap:ParentMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-04-260001613103srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-04-260001613103us-gaap:CommonStockMember2019-07-260001613103us-gaap:AdditionalPaidInCapitalMember2019-07-260001613103us-gaap:RetainedEarningsMember2019-07-260001613103us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-07-260001613103us-gaap:ParentMember2019-07-260001613103us-gaap:NoncontrollingInterestMember2019-07-2600016131032019-07-260001613103us-gaap:RetainedEarningsMember2019-07-272019-10-250001613103us-gaap:ParentMember2019-07-272019-10-250001613103us-gaap:NoncontrollingInterestMember2019-07-272019-10-250001613103us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-07-272019-10-250001613103us-gaap:CommonStockMember2019-07-272019-10-250001613103us-gaap:AdditionalPaidInCapitalMember2019-07-272019-10-250001613103us-gaap:CommonStockMember2019-10-250001613103us-gaap:AdditionalPaidInCapitalMember2019-10-250001613103us-gaap:RetainedEarningsMember2019-10-250001613103us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-10-250001613103us-gaap:ParentMember2019-10-250001613103us-gaap:NoncontrollingInterestMember2019-10-2500016131032019-10-250001613103mdt:CardiacRhythmandHeartFailureDivisionMembermdt:CardiacAndVascularGroupMember2020-08-012020-10-300001613103mdt:CardiacRhythmandHeartFailureDivisionMembermdt:CardiacAndVascularGroupMember2019-07-272019-10-250001613103mdt:CardiacRhythmandHeartFailureDivisionMembermdt:CardiacAndVascularGroupMember2020-04-252020-10-300001613103mdt:CardiacRhythmandHeartFailureDivisionMembermdt:CardiacAndVascularGroupMember2019-04-272019-10-250001613103mdt:CoronaryandStructuralHeartDivisionMembermdt:CardiacAndVascularGroupMember2020-08-012020-10-300001613103mdt:CoronaryandStructuralHeartDivisionMembermdt:CardiacAndVascularGroupMember2019-07-272019-10-250001613103mdt:CoronaryandStructuralHeartDivisionMembermdt:CardiacAndVascularGroupMember2020-04-252020-10-300001613103mdt:CoronaryandStructuralHeartDivisionMembermdt:CardiacAndVascularGroupMember2019-04-272019-10-250001613103mdt:AorticPeripheralandVenousDivisionMembermdt:CardiacAndVascularGroupMember2020-08-012020-10-300001613103mdt:AorticPeripheralandVenousDivisionMembermdt:CardiacAndVascularGroupMember2019-07-272019-10-250001613103mdt:AorticPeripheralandVenousDivisionMembermdt:CardiacAndVascularGroupMember2020-04-252020-10-300001613103mdt:AorticPeripheralandVenousDivisionMembermdt:CardiacAndVascularGroupMember2019-04-272019-10-250001613103mdt:CardiacAndVascularGroupMember2020-08-012020-10-300001613103mdt:CardiacAndVascularGroupMember2019-07-272019-10-250001613103mdt:CardiacAndVascularGroupMember2020-04-252020-10-300001613103mdt:CardiacAndVascularGroupMember2019-04-272019-10-250001613103mdt:SurgicalInnovationsDivisionMembermdt:MinimallyInvasiveTherapiesGroupMember2020-08-012020-10-300001613103mdt:SurgicalInnovationsDivisionMembermdt:MinimallyInvasiveTherapiesGroupMember2019-07-272019-10-250001613103mdt:SurgicalInnovationsDivisionMembermdt:MinimallyInvasiveTherapiesGroupMember2020-04-252020-10-300001613103mdt:SurgicalInnovationsDivisionMembermdt:MinimallyInvasiveTherapiesGroupMember2019-04-272019-10-250001613103mdt:MinimallyInvasiveTherapiesGroupMembermdt:RespiratoryGastrointestinalandRenalDivisionMember2020-08-012020-10-300001613103mdt:MinimallyInvasiveTherapiesGroupMembermdt:RespiratoryGastrointestinalandRenalDivisionMember2019-07-272019-10-250001613103mdt:MinimallyInvasiveTherapiesGroupMembermdt:RespiratoryGastrointestinalandRenalDivisionMember2020-04-252020-10-300001613103mdt:MinimallyInvasiveTherapiesGroupMembermdt:RespiratoryGastrointestinalandRenalDivisionMember2019-04-272019-10-250001613103mdt:MinimallyInvasiveTherapiesGroupMember2020-08-012020-10-300001613103mdt:MinimallyInvasiveTherapiesGroupMember2019-07-272019-10-250001613103mdt:MinimallyInvasiveTherapiesGroupMember2020-04-252020-10-300001613103mdt:MinimallyInvasiveTherapiesGroupMember2019-04-272019-10-250001613103mdt:CranialAndSpinalTechnologiesDivisionMembermdt:RestorativeTherapiesGroupMember2020-08-012020-10-300001613103mdt:CranialAndSpinalTechnologiesDivisionMembermdt:RestorativeTherapiesGroupMember2019-07-272019-10-250001613103mdt:CranialAndSpinalTechnologiesDivisionMembermdt:RestorativeTherapiesGroupMember2020-04-252020-10-300001613103mdt:CranialAndSpinalTechnologiesDivisionMembermdt:RestorativeTherapiesGroupMember2019-04-272019-10-250001613103mdt:SpecialtyTherapiesDivisionMembermdt:RestorativeTherapiesGroupMember2020-08-012020-10-300001613103mdt:SpecialtyTherapiesDivisionMembermdt:RestorativeTherapiesGroupMember2019-07-272019-10-250001613103mdt:SpecialtyTherapiesDivisionMembermdt:RestorativeTherapiesGroupMember2020-04-252020-10-300001613103mdt:SpecialtyTherapiesDivisionMembermdt:RestorativeTherapiesGroupMember2019-04-272019-10-250001613103mdt:NeuromodulationDivisionMembermdt:RestorativeTherapiesGroupMember2020-08-012020-10-300001613103mdt:NeuromodulationDivisionMembermdt:RestorativeTherapiesGroupMember2019-07-272019-10-250001613103mdt:NeuromodulationDivisionMembermdt:RestorativeTherapiesGroupMember2020-04-252020-10-300001613103mdt:NeuromodulationDivisionMembermdt:RestorativeTherapiesGroupMember2019-04-272019-10-250001613103mdt:RestorativeTherapiesGroupMember2020-08-012020-10-300001613103mdt:RestorativeTherapiesGroupMember2019-07-272019-10-250001613103mdt:RestorativeTherapiesGroupMember2020-04-252020-10-300001613103mdt:RestorativeTherapiesGroupMember2019-04-272019-10-250001613103mdt:DiabetesGroupMember2020-08-012020-10-300001613103mdt:DiabetesGroupMember2019-07-272019-10-250001613103mdt:DiabetesGroupMember2020-04-252020-10-300001613103mdt:DiabetesGroupMember2019-04-272019-10-250001613103country:USmdt:CardiacAndVascularGroupMember2020-08-012020-10-300001613103country:USmdt:CardiacAndVascularGroupMember2019-07-272019-10-250001613103mdt:CardiacAndVascularGroupMembermdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMember2020-08-012020-10-300001613103mdt:CardiacAndVascularGroupMembermdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMember2019-07-272019-10-250001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMembermdt:CardiacAndVascularGroupMember2020-08-012020-10-300001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMembermdt:CardiacAndVascularGroupMember2019-07-272019-10-250001613103country:USmdt:MinimallyInvasiveTherapiesGroupMember2020-08-012020-10-300001613103country:USmdt:MinimallyInvasiveTherapiesGroupMember2019-07-272019-10-250001613103mdt:MinimallyInvasiveTherapiesGroupMembermdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMember2020-08-012020-10-300001613103mdt:MinimallyInvasiveTherapiesGroupMembermdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMember2019-07-272019-10-250001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMembermdt:MinimallyInvasiveTherapiesGroupMember2020-08-012020-10-300001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMembermdt:MinimallyInvasiveTherapiesGroupMember2019-07-272019-10-250001613103country:USmdt:RestorativeTherapiesGroupMember2020-08-012020-10-300001613103country:USmdt:RestorativeTherapiesGroupMember2019-07-272019-10-250001613103mdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMembermdt:RestorativeTherapiesGroupMember2020-08-012020-10-300001613103mdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMembermdt:RestorativeTherapiesGroupMember2019-07-272019-10-250001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMembermdt:RestorativeTherapiesGroupMember2020-08-012020-10-300001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMembermdt:RestorativeTherapiesGroupMember2019-07-272019-10-250001613103country:USmdt:DiabetesGroupMember2020-08-012020-10-300001613103country:USmdt:DiabetesGroupMember2019-07-272019-10-250001613103mdt:DiabetesGroupMembermdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMember2020-08-012020-10-300001613103mdt:DiabetesGroupMembermdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMember2019-07-272019-10-250001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMembermdt:DiabetesGroupMember2020-08-012020-10-300001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMembermdt:DiabetesGroupMember2019-07-272019-10-250001613103country:US2020-08-012020-10-300001613103country:US2019-07-272019-10-250001613103mdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMember2020-08-012020-10-300001613103mdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMember2019-07-272019-10-250001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMember2020-08-012020-10-300001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMember2019-07-272019-10-250001613103country:USmdt:CardiacAndVascularGroupMember2020-04-252020-10-300001613103country:USmdt:CardiacAndVascularGroupMember2019-04-272019-10-250001613103mdt:CardiacAndVascularGroupMembermdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMember2020-04-252020-10-300001613103mdt:CardiacAndVascularGroupMembermdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMember2019-04-272019-10-250001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMembermdt:CardiacAndVascularGroupMember2020-04-252020-10-300001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMembermdt:CardiacAndVascularGroupMember2019-04-272019-10-250001613103country:USmdt:MinimallyInvasiveTherapiesGroupMember2020-04-252020-10-300001613103country:USmdt:MinimallyInvasiveTherapiesGroupMember2019-04-272019-10-250001613103mdt:MinimallyInvasiveTherapiesGroupMembermdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMember2020-04-252020-10-300001613103mdt:MinimallyInvasiveTherapiesGroupMembermdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMember2019-04-272019-10-250001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMembermdt:MinimallyInvasiveTherapiesGroupMember2020-04-252020-10-300001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMembermdt:MinimallyInvasiveTherapiesGroupMember2019-04-272019-10-250001613103country:USmdt:RestorativeTherapiesGroupMember2020-04-252020-10-300001613103country:USmdt:RestorativeTherapiesGroupMember2019-04-272019-10-250001613103mdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMembermdt:RestorativeTherapiesGroupMember2020-04-252020-10-300001613103mdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMembermdt:RestorativeTherapiesGroupMember2019-04-272019-10-250001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMembermdt:RestorativeTherapiesGroupMember2020-04-252020-10-300001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMembermdt:RestorativeTherapiesGroupMember2019-04-272019-10-250001613103country:USmdt:DiabetesGroupMember2020-04-252020-10-300001613103country:USmdt:DiabetesGroupMember2019-04-272019-10-250001613103mdt:DiabetesGroupMembermdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMember2020-04-252020-10-300001613103mdt:DiabetesGroupMembermdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMember2019-04-272019-10-250001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMembermdt:DiabetesGroupMember2020-04-252020-10-300001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMembermdt:DiabetesGroupMember2019-04-272019-10-250001613103country:US2020-04-252020-10-300001613103country:US2019-04-272019-10-250001613103mdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMember2020-04-252020-10-300001613103mdt:JapanAustraliaNewZealandKoreaCanadaandWesternEuropeMember2019-04-272019-10-250001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMember2020-04-252020-10-300001613103mdt:MiddleEastAfricaLatinAmericaEasternEuropeandAsiaExcludingJapanandKoreaMember2019-04-272019-10-250001613103mdt:OtherAccruedExpensesMember2020-10-300001613103us-gaap:AccountsReceivableMember2020-10-300001613103mdt:OtherAccruedExpensesMember2020-04-240001613103us-gaap:AccountsReceivableMember2020-04-240001613103us-gaap:OtherLiabilitiesMember2020-10-300001613103us-gaap:OtherLiabilitiesMember2020-04-240001613103mdt:AllBusinessAcquisitionsMember2020-10-300001613103mdt:AllBusinessAcquisitionsMemberus-gaap:TechnologyBasedIntangibleAssetsMember2020-10-300001613103mdt:AllBusinessAcquisitionsMemberus-gaap:CustomerRelatedIntangibleAssetsMember2020-10-300001613103srt:MinimumMembermdt:AllBusinessAcquisitionsMemberus-gaap:CustomerRelatedIntangibleAssetsMember2020-04-252020-10-300001613103srt:MinimumMembermdt:AllBusinessAcquisitionsMemberus-gaap:TechnologyBasedIntangibleAssetsMember2020-04-252020-10-300001613103srt:MaximumMembermdt:AllBusinessAcquisitionsMemberus-gaap:CustomerRelatedIntangibleAssetsMember2020-04-252020-10-300001613103srt:MaximumMembermdt:AllBusinessAcquisitionsMemberus-gaap:TechnologyBasedIntangibleAssetsMember2020-04-252020-10-300001613103mdt:AllBusinessAcquisitionsMember2020-04-252020-10-300001613103mdt:AllBusinessAcquisitionsMember2019-10-250001613103mdt:AllBusinessAcquisitionsMemberus-gaap:TechnologyBasedIntangibleAssetsMember2019-10-250001613103mdt:AllBusinessAcquisitionsMemberus-gaap:CustomerRelatedIntangibleAssetsMember2019-10-250001613103srt:MinimumMembermdt:AllBusinessAcquisitionsMemberus-gaap:TechnologyBasedIntangibleAssetsMember2019-04-272019-10-250001613103srt:MinimumMembermdt:AllBusinessAcquisitionsMemberus-gaap:CustomerRelatedIntangibleAssetsMember2019-04-272019-10-250001613103srt:MaximumMembermdt:AllBusinessAcquisitionsMemberus-gaap:CustomerRelatedIntangibleAssetsMember2019-04-272019-10-250001613103srt:MaximumMembermdt:AllBusinessAcquisitionsMemberus-gaap:TechnologyBasedIntangibleAssetsMember2019-04-272019-10-250001613103mdt:AllBusinessAcquisitionsMember2019-04-272019-10-25xbrli:pure0001613103us-gaap:MeasurementInputDiscountRateMembersrt:MinimumMemberus-gaap:FairValueInputsLevel3Membermdt:RevenueMilestoneMemberus-gaap:FairValueMeasurementsRecurringMember2020-10-300001613103us-gaap:MeasurementInputDiscountRateMembersrt:MaximumMemberus-gaap:FairValueInputsLevel3Membermdt:RevenueMilestoneMemberus-gaap:FairValueMeasurementsRecurringMember2020-10-300001613103us-gaap:MeasurementInputDiscountRateMemberus-gaap:FairValueInputsLevel3Membermdt:RevenueMilestoneMembersrt:WeightedAverageMemberus-gaap:FairValueMeasurementsRecurringMember2020-10-300001613103us-gaap:FairValueInputsLevel3Membermdt:RevenueMilestoneMemberus-gaap:FairValueMeasurementsRecurringMember2020-10-300001613103srt:MinimumMemberus-gaap:FairValueInputsLevel3Membermdt:RevenueMilestoneMembermdt:MeasurementInputProbabilityofPaymentMemberus-gaap:FairValueMeasurementsRecurringMember2020-10-300001613103srt:MaximumMemberus-gaap:FairValueInputsLevel3Membermdt:RevenueMilestoneMembermdt:MeasurementInputProbabilityofPaymentMemberus-gaap:FairValueMeasurementsRecurringMember2020-10-300001613103us-gaap:FairValueInputsLevel3Membermdt:RevenueMilestoneMembersrt:WeightedAverageMembermdt:MeasurementInputProbabilityofPaymentMemberus-gaap:FairValueMeasurementsRecurringMember2020-10-300001613103us-gaap:MeasurementInputDiscountRateMemberus-gaap:FairValueInputsLevel3Membermdt:ProductDevelopmentMilestoneMemberus-gaap:FairValueMeasurementsRecurringMember2020-10-300001613103us-gaap:MeasurementInputDiscountRateMemberus-gaap:FairValueInputsLevel3Membermdt:ProductDevelopmentMilestoneMembersrt:WeightedAverageMemberus-gaap:FairValueMeasurementsRecurringMember2020-10-300001613103us-gaap:FairValueInputsLevel3Membermdt:ProductDevelopmentMilestoneMemberus-gaap:FairValueMeasurementsRecurringMember2020-10-300001613103srt:MinimumMemberus-gaap:FairValueInputsLevel3Membermdt:ProductDevelopmentMilestoneMembermdt:MeasurementInputProbabilityofPaymentMemberus-gaap:FairValueMeasurementsRecurringMember2020-10-300001613103srt:MaximumMemberus-gaap:FairValueInputsLevel3Membermdt:ProductDevelopmentMilestoneMembermdt:MeasurementInputProbabilityofPaymentMemberus-gaap:FairValueMeasurementsRecurringMember2020-10-300001613103us-gaap:FairValueInputsLevel3Membermdt:ProductDevelopmentMilestoneMembersrt:WeightedAverageMembermdt:MeasurementInputProbabilityofPaymentMemberus-gaap:FairValueMeasurementsRecurringMember2020-10-300001613103srt:MinimumMembermdt:PreTaxExitandDisposalCostsMembermdt:EnterpriseExcellenceMember2020-10-300001613103srt:MaximumMembermdt:PreTaxExitandDisposalCostsMembermdt:EnterpriseExcellenceMember2020-10-300001613103mdt:EnterpriseExcellenceMember2020-08-012020-10-300001613103mdt:EnterpriseExcellenceMember2020-04-252020-10-300001613103us-gaap:CostOfSalesMembermdt:EnterpriseExcellenceMember2020-08-012020-10-300001613103us-gaap:CostOfSalesMembermdt:EnterpriseExcellenceMember2020-04-252020-10-300001613103mdt:EnterpriseExcellenceMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2020-08-012020-10-300001613103mdt:EnterpriseExcellenceMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2020-04-252020-10-300001613103mdt:EnterpriseExcellenceMember2019-07-272019-10-250001613103mdt:EnterpriseExcellenceMember2019-04-272019-10-250001613103us-gaap:CostOfSalesMembermdt:EnterpriseExcellenceMember2019-07-272019-10-250001613103us-gaap:CostOfSalesMembermdt:EnterpriseExcellenceMember2019-04-272019-10-250001613103mdt:EnterpriseExcellenceMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2019-07-272019-10-250001613103mdt:EnterpriseExcellenceMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2019-04-272019-10-250001613103mdt:EnterpriseExcellenceMemberus-gaap:EmployeeSeveranceMember2020-04-240001613103mdt:AssociatedCostsMembermdt:EnterpriseExcellenceMember2020-04-240001613103us-gaap:OtherRestructuringMembermdt:EnterpriseExcellenceMember2020-04-240001613103mdt:EnterpriseExcellenceMember2020-04-240001613103mdt:EnterpriseExcellenceMemberus-gaap:EmployeeSeveranceMember2020-04-252020-10-300001613103mdt:AssociatedCostsMembermdt:EnterpriseExcellenceMember2020-04-252020-10-300001613103us-gaap:OtherRestructuringMembermdt:EnterpriseExcellenceMember2020-04-252020-10-300001613103mdt:EnterpriseExcellenceMemberus-gaap:EmployeeSeveranceMember2020-10-300001613103mdt:AssociatedCostsMembermdt:EnterpriseExcellenceMember2020-10-300001613103us-gaap:OtherRestructuringMembermdt:EnterpriseExcellenceMember2020-10-300001613103mdt:EnterpriseExcellenceMember2020-10-300001613103srt:MinimumMembermdt:PreTaxExitandDisposalCostsMembermdt:SimplificationRestructuringProgramMember2020-10-300001613103srt:MaximumMembermdt:PreTaxExitandDisposalCostsMembermdt:SimplificationRestructuringProgramMember2020-10-300001613103mdt:SimplificationRestructuringProgramMember2020-08-012020-10-300001613103mdt:SimplificationRestructuringProgramMember2020-04-252020-10-300001613103mdt:SimplificationRestructuringProgramMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2020-08-012020-10-300001613103mdt:SimplificationRestructuringProgramMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2020-04-252020-10-300001613103mdt:SimplificationRestructuringProgramMemberus-gaap:EmployeeSeveranceMember2020-04-240001613103mdt:AssociatedCostsMembermdt:SimplificationRestructuringProgramMember2020-04-240001613103mdt:SimplificationRestructuringProgramMember2020-04-240001613103mdt:SimplificationRestructuringProgramMemberus-gaap:EmployeeSeveranceMember2020-04-252020-10-300001613103mdt:AssociatedCostsMembermdt:SimplificationRestructuringProgramMember2020-04-252020-10-300001613103mdt:SimplificationRestructuringProgramMemberus-gaap:EmployeeSeveranceMember2020-10-300001613103mdt:AssociatedCostsMembermdt:SimplificationRestructuringProgramMember2020-10-300001613103mdt:SimplificationRestructuringProgramMember2020-10-300001613103us-gaap:FairValueInputsLevel1Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2020-10-300001613103us-gaap:InvestmentsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2020-10-300001613103us-gaap:FairValueInputsLevel1Memberus-gaap:OtherAssetsMemberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2020-10-300001613103us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2020-10-300001613103us-gaap:InvestmentsMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2020-10-300001613103us-gaap:CorporateDebtSecuritiesMemberus-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel2Member2020-10-300001613103us-gaap:FairValueInputsLevel2Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2020-10-300001613103us-gaap:InvestmentsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2020-10-300001613103us-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2020-10-300001613103us-gaap:MortgageBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2020-10-300001613103us-gaap:InvestmentsMemberus-gaap:MortgageBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2020-10-300001613103us-gaap:MortgageBackedSecuritiesMemberus-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel2Member2020-10-300001613103us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignGovernmentDebtSecuritiesMember2020-10-300001613103us-gaap:InvestmentsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignGovernmentDebtSecuritiesMember2020-10-300001613103us-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignGovernmentDebtSecuritiesMember2020-10-300001613103us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2020-10-300001613103us-gaap:InvestmentsMemberus-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2020-10-300001613103us-gaap:OtherAssetsMemberus-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2020-10-300001613103us-gaap:FairValueInputsLevel2Member2020-10-300001613103us-gaap:InvestmentsMemberus-gaap:FairValueInputsLevel2Member2020-10-300001613103us-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel2Member2020-10-300001613103us-gaap:FairValueInputsLevel3Memberus-gaap:AuctionRateSecuritiesMember2020-10-300001613103us-gaap:FairValueInputsLevel3Memberus-gaap:AuctionRateSecuritiesMemberus-gaap:InvestmentsMember2020-10-300001613103us-gaap:FairValueInputsLevel3Memberus-gaap:AuctionRateSecuritiesMemberus-gaap:OtherAssetsMember2020-10-300001613103us-gaap:InvestmentsMember2020-10-300001613103us-gaap:OtherAssetsMember2020-10-300001613103us-gaap:FairValueInputsLevel2Memberus-gaap:BankTimeDepositsMember2020-10-300001613103us-gaap:InvestmentsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:BankTimeDepositsMember2020-10-300001613103us-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:BankTimeDepositsMember2020-10-300001613103us-gaap:FairValueInputsLevel1Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2020-04-240001613103us-gaap:InvestmentsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2020-04-240001613103us-gaap:FairValueInputsLevel1Memberus-gaap:OtherAssetsMemberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2020-04-240001613103us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2020-04-240001613103us-gaap:InvestmentsMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2020-04-240001613103us-gaap:CorporateDebtSecuritiesMemberus-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel2Member2020-04-240001613103us-gaap:FairValueInputsLevel2Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2020-04-240001613103us-gaap:InvestmentsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2020-04-240001613103us-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2020-04-240001613103us-gaap:MortgageBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2020-04-240001613103us-gaap:InvestmentsMemberus-gaap:MortgageBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2020-04-240001613103us-gaap:MortgageBackedSecuritiesMemberus-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel2Member2020-04-240001613103us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignGovernmentDebtSecuritiesMember2020-04-240001613103us-gaap:InvestmentsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignGovernmentDebtSecuritiesMember2020-04-240001613103us-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignGovernmentDebtSecuritiesMember2020-04-240001613103us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2020-04-240001613103us-gaap:InvestmentsMemberus-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2020-04-240001613103us-gaap:OtherAssetsMemberus-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2020-04-240001613103us-gaap:FairValueInputsLevel2Member2020-04-240001613103us-gaap:InvestmentsMemberus-gaap:FairValueInputsLevel2Member2020-04-240001613103us-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel2Member2020-04-240001613103us-gaap:FairValueInputsLevel3Memberus-gaap:AuctionRateSecuritiesMember2020-04-240001613103us-gaap:FairValueInputsLevel3Memberus-gaap:AuctionRateSecuritiesMemberus-gaap:InvestmentsMember2020-04-240001613103us-gaap:FairValueInputsLevel3Memberus-gaap:AuctionRateSecuritiesMemberus-gaap:OtherAssetsMember2020-04-240001613103us-gaap:InvestmentsMember2020-04-240001613103us-gaap:OtherAssetsMember2020-04-240001613103us-gaap:USGovernmentAgenciesDebtSecuritiesMember2020-10-300001613103us-gaap:CorporateDebtSecuritiesMember2020-10-300001613103us-gaap:MortgageBackedSecuritiesMember2020-10-300001613103us-gaap:AssetBackedSecuritiesMember2020-10-300001613103us-gaap:CorporateDebtSecuritiesMember2020-04-240001613103us-gaap:MortgageBackedSecuritiesMember2020-04-240001613103us-gaap:AssetBackedSecuritiesMember2020-04-240001613103us-gaap:AuctionRateSecuritiesMember2020-04-240001613103mdt:EquityInvestmentsMember2020-08-012020-10-300001613103mdt:EquityInvestmentsMember2019-07-272019-10-250001613103mdt:EquityInvestmentsMember2020-04-252020-10-300001613103mdt:EquityInvestmentsMember2019-04-272019-10-250001613103mdt:A2015CommercialPaperProgramMemberus-gaap:CommercialPaperMember2020-10-300001613103mdt:A2015CommercialPaperProgramMemberus-gaap:CommercialPaperMember2020-04-240001613103us-gaap:LineOfCreditMembermdt:AmendedandRestatedRevolvingCreditAgreementMember2020-10-300001613103us-gaap:LineOfCreditMembermdt:AmendedandRestatedRevolvingCreditAgreementMember2020-04-252020-10-300001613103us-gaap:LineOfCreditMembermdt:AmendedandRestatedRevolvingCreditAgreementMember2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2015Due2022Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2015Due2022Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2015Due2022Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2012Due2023Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2012Due2023Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2012Due2023Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due20230.000PercentMember2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due20230.000PercentMember2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due20230.000PercentMember2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due20230.375PercentMember2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due20230.375PercentMember2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due20230.375PercentMember2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2023Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2023Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2023Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2013Due2023Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2013Due2023Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2013Due2023Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2013Due2024Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2013Due2024Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2013Due2024Member2020-04-240001613103mdt:SeniorNotes2014Due2024Memberus-gaap:SeniorNotesMember2020-10-300001613103mdt:SeniorNotes2014Due2024Memberus-gaap:SeniorNotesMember2020-04-252020-10-300001613103mdt:SeniorNotes2014Due2024Memberus-gaap:SeniorNotesMember2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2015Due2025Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2015Due2025Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2015Due2025Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due2026Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due2026Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due2026Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2026Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2026Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2026Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due2027Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due2027Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due2027Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2017Due2027Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2017Due2027Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2017Due2027Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2029Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2029Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2029Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due20311.625PercentMember2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due20311.625PercentMember2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due20311.625PercentMember2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due2032Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due2032Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due2032Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2033Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2033Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2033Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2015Due2035Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2015Due2035Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2015Due2035Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2007Due2038Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2007Due2038Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2007Due2038Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due20392.250PercentMember2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due20392.250PercentMember2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due20392.250PercentMember2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2009Due2039Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2009Due2039Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2009Due2039Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due2040Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due2040Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due2040Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2010Due2040Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2010Due2040Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2010Due2040Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2041Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2041Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2041Member2020-04-240001613103mdt:SeniorNotes2012Due2042Memberus-gaap:SeniorNotesMember2020-10-300001613103mdt:SeniorNotes2012Due2042Memberus-gaap:SeniorNotesMember2020-04-252020-10-300001613103mdt:SeniorNotes2012Due2042Memberus-gaap:SeniorNotesMember2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2013Due2043Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2013Due2043Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2013Due2043Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2014Due2044Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2014Due2044Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2014Due2044Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2015Due2045Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2015Due2045Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2015Due2045Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due2050Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due2050Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2019Due2050Member2020-04-240001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2051Member2020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2051Member2020-04-252020-10-300001613103us-gaap:SeniorNotesMembermdt:SeniorNotes2020Due2051Member2020-04-240001613103us-gaap:NotesPayableToBanksMember2020-10-300001613103us-gaap:NotesPayableToBanksMember2020-04-24mdt:tranche0001613103us-gaap:SeniorNotesMembermdt:MedtronicLuxcoMembermdt:SeniorNotes2019Member2019-06-30iso4217:EUR0001613103us-gaap:SeniorNotesMembermdt:MedtronicLuxcoMembermdt:SeniorNotes2019Member2019-06-012019-06-300001613103us-gaap:SeniorNotesMembermdt:MedtronicIncCIFSAandMedtronicLuxcoSeniorNotesMember2019-06-012019-06-300001613103us-gaap:SeniorNotesMembermdt:MedtronicIncCIFSAandMedtronicLuxcoSeniorNotesMember2019-04-272019-07-260001613103us-gaap:SeniorNotesMembermdt:MedtronicLuxcoMembermdt:SeniorNotes2020Member2020-09-300001613103us-gaap:SeniorNotesMembermdt:MedtronicLuxcoMembermdt:SeniorNotes2020Member2020-09-012020-09-300001613103us-gaap:SeniorNotesMembermdt:MedtronicIncAndCIFSASeniorNotesMember2020-10-012020-10-300001613103us-gaap:SeniorNotesMembermdt:MedtronicLuxcoSeniorNotesMember2020-10-012020-10-300001613103us-gaap:SeniorNotesMembermdt:MedtronicIncCIFSAandMedtronicLuxcoSeniorNotesMember2020-10-012020-10-300001613103us-gaap:SeniorNotesMembersrt:ScenarioForecastMembermdt:MedtronicLuxcoSeniorNotesMember2021-03-012021-03-310001613103us-gaap:SeniorNotesMembermdt:MedtronicIncCIFSAandMedtronicLuxcoSeniorNotesMember2020-08-012020-10-30iso4217:JPY0001613103mdt:MedtronicLuxcoMemberus-gaap:MediumTermNotesMember2020-05-120001613103mdt:MedtronicLuxcoMemberus-gaap:MediumTermNotesMember2020-05-122020-05-120001613103mdt:MedtronicLuxcoMembermdt:TokyoInterBankOfferedRateTIBORMemberus-gaap:MediumTermNotesMember2020-05-122020-05-120001613103mdt:MedtronicLuxcoMemberus-gaap:SubsequentEventMemberus-gaap:MediumTermNotesMember2020-11-122020-11-120001613103us-gaap:ForeignExchangeContractMember2020-10-300001613103us-gaap:ForeignExchangeContractMember2020-04-240001613103us-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2020-10-300001613103us-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2020-04-240001613103us-gaap:NondesignatedMemberus-gaap:TotalReturnSwapMember2020-10-300001613103us-gaap:NondesignatedMemberus-gaap:TotalReturnSwapMember2020-04-240001613103us-gaap:ForeignExchangeContractMemberus-gaap:OtherOperatingIncomeExpenseMember2020-08-012020-10-300001613103us-gaap:ForeignExchangeContractMemberus-gaap:OtherOperatingIncomeExpenseMember2019-07-272019-10-250001613103us-gaap:ForeignExchangeContractMemberus-gaap:OtherOperatingIncomeExpenseMember2020-04-252020-10-300001613103us-gaap:ForeignExchangeContractMemberus-gaap:OtherOperatingIncomeExpenseMember2019-04-272019-10-250001613103us-gaap:TotalReturnSwapMemberus-gaap:OtherOperatingIncomeExpenseMember2020-08-012020-10-300001613103us-gaap:TotalReturnSwapMemberus-gaap:OtherOperatingIncomeExpenseMember2019-07-272019-10-250001613103us-gaap:TotalReturnSwapMemberus-gaap:OtherOperatingIncomeExpenseMember2020-04-252020-10-300001613103us-gaap:TotalReturnSwapMemberus-gaap:OtherOperatingIncomeExpenseMember2019-04-272019-10-250001613103us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-10-300001613103us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-04-240001613103us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-04-252020-10-300001613103us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMember2020-08-012020-10-300001613103us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMember2019-07-272019-10-250001613103us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMember2020-04-252020-10-300001613103us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMember2019-04-272019-10-250001613103us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMemberus-gaap:OtherOperatingIncomeExpenseMember2020-08-012020-10-300001613103us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMemberus-gaap:OtherOperatingIncomeExpenseMember2019-07-272019-10-250001613103us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMemberus-gaap:OtherOperatingIncomeExpenseMember2020-04-252020-10-300001613103us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMemberus-gaap:OtherOperatingIncomeExpenseMember2019-04-272019-10-250001613103us-gaap:NetInvestmentHedgingMemberus-gaap:ForeignExchangeContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-10-300001613103currency:EURus-gaap:NetInvestmentHedgingMemberus-gaap:ForeignExchangeContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-10-300001613103currency:JPYus-gaap:NetInvestmentHedgingMemberus-gaap:ForeignExchangeContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-10-3000016131032019-04-272020-04-240001613103us-gaap:NetInvestmentHedgingMemberus-gaap:ForeignExchangeContractMemberus-gaap:OtherOperatingIncomeExpenseMember2020-08-012020-10-300001613103us-gaap:NetInvestmentHedgingMemberus-gaap:ForeignExchangeContractMemberus-gaap:OtherOperatingIncomeExpenseMember2019-07-272019-10-250001613103us-gaap:NetInvestmentHedgingMemberus-gaap:ForeignExchangeContractMemberus-gaap:OtherOperatingIncomeExpenseMember2020-04-252020-10-300001613103us-gaap:NetInvestmentHedgingMemberus-gaap:ForeignExchangeContractMemberus-gaap:OtherOperatingIncomeExpenseMember2019-04-272019-10-250001613103us-gaap:NetInvestmentHedgingMemberus-gaap:ForeignExchangeContractMember2020-08-012020-10-300001613103us-gaap:NetInvestmentHedgingMemberus-gaap:ForeignExchangeContractMember2019-07-272019-10-250001613103us-gaap:NetInvestmentHedgingMemberus-gaap:ForeignExchangeContractMember2020-04-252020-10-300001613103us-gaap:NetInvestmentHedgingMemberus-gaap:ForeignExchangeContractMember2019-04-272019-10-250001613103us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:ForeignExchangeContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-10-300001613103us-gaap:ForeignExchangeContractMembermdt:OtherAccruedExpensesMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-10-300001613103us-gaap:OtherAssetsMemberus-gaap:ForeignExchangeContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-10-300001613103us-gaap:OtherLiabilitiesMemberus-gaap:ForeignExchangeContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-10-300001613103us-gaap:DesignatedAsHedgingInstrumentMember2020-10-300001613103us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2020-10-300001613103us-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMembermdt:OtherAccruedExpensesMember2020-10-300001613103us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberus-gaap:TotalReturnSwapMember2020-10-300001613103us-gaap:NondesignatedMemberus-gaap:TotalReturnSwapMembermdt:OtherAccruedExpensesMember2020-10-300001613103us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMember2020-10-300001613103us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:NondesignatedMembermdt:OtherAccruedExpensesMember2020-10-300001613103us-gaap:NondesignatedMember2020-10-300001613103us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:ForeignExchangeContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-04-240001613103us-gaap:ForeignExchangeContractMembermdt:OtherAccruedExpensesMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-04-240001613103us-gaap:OtherAssetsMemberus-gaap:ForeignExchangeContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-04-240001613103us-gaap:OtherLiabilitiesMemberus-gaap:ForeignExchangeContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-04-240001613103us-gaap:DesignatedAsHedgingInstrumentMember2020-04-240001613103us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2020-04-240001613103us-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMembermdt:OtherAccruedExpensesMember2020-04-240001613103us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberus-gaap:TotalReturnSwapMember2020-04-240001613103us-gaap:NondesignatedMemberus-gaap:TotalReturnSwapMembermdt:OtherAccruedExpensesMember2020-04-240001613103us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMember2020-04-240001613103us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:NondesignatedMembermdt:OtherAccruedExpensesMember2020-04-240001613103us-gaap:NondesignatedMember2020-04-240001613103us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-10-300001613103us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-10-300001613103us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-04-240001613103us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-04-240001613103us-gaap:CrossCurrencyInterestRateContractMember2020-10-300001613103us-gaap:TotalReturnSwapMember2020-10-300001613103us-gaap:CrossCurrencyInterestRateContractMember2020-04-240001613103us-gaap:TotalReturnSwapMember2020-04-240001613103mdt:CardiacAndVascularGroupMember2020-04-240001613103mdt:MinimallyInvasiveTherapiesGroupMember2020-04-240001613103mdt:RestorativeTherapiesGroupMember2020-04-240001613103mdt:DiabetesGroupMember2020-04-240001613103mdt:CardiacAndVascularGroupMember2020-10-300001613103mdt:MinimallyInvasiveTherapiesGroupMember2020-10-300001613103mdt:RestorativeTherapiesGroupMember2020-10-300001613103mdt:DiabetesGroupMember2020-10-3000016131032018-07-282018-10-260001613103us-gaap:CustomerRelatedIntangibleAssetsMember2020-10-300001613103us-gaap:CustomerRelatedIntangibleAssetsMember2020-04-240001613103mdt:PurchasedTechnologyAndPatentsMember2020-10-300001613103mdt:PurchasedTechnologyAndPatentsMember2020-04-240001613103us-gaap:TrademarksAndTradeNamesMember2020-10-300001613103us-gaap:TrademarksAndTradeNamesMember2020-04-240001613103us-gaap:OtherIntangibleAssetsMember2020-10-300001613103us-gaap:OtherIntangibleAssetsMember2020-04-240001613103us-gaap:InProcessResearchAndDevelopmentMember2020-10-300001613103us-gaap:InProcessResearchAndDevelopmentMember2020-04-240001613103mdt:AmortizableAssetCreatedForSwissFederalIncomeTaxPurposesMember2019-07-272019-10-250001613103mdt:AmortizableAssetCreatedForSwissFederalIncomeTaxPurposesMember2019-04-272019-10-250001613103us-gaap:EmployeeStockOptionMember2020-08-012020-10-300001613103us-gaap:EmployeeStockOptionMember2020-04-252020-10-300001613103us-gaap:EmployeeStockOptionMember2019-04-272019-10-250001613103us-gaap:EmployeeStockOptionMember2019-07-272019-10-250001613103us-gaap:EmployeeStockOptionMember2020-08-012020-10-300001613103us-gaap:EmployeeStockOptionMember2019-07-272019-10-250001613103us-gaap:EmployeeStockOptionMember2020-04-252020-10-300001613103us-gaap:EmployeeStockOptionMember2019-04-272019-10-250001613103us-gaap:RestrictedStockUnitsRSUMember2020-08-012020-10-300001613103us-gaap:RestrictedStockUnitsRSUMember2019-07-272019-10-250001613103us-gaap:RestrictedStockUnitsRSUMember2020-04-252020-10-300001613103us-gaap:RestrictedStockUnitsRSUMember2019-04-272019-10-250001613103mdt:EmployeesStockPurchasePlanMember2020-08-012020-10-300001613103mdt:EmployeesStockPurchasePlanMember2019-07-272019-10-250001613103mdt:EmployeesStockPurchasePlanMember2020-04-252020-10-300001613103mdt:EmployeesStockPurchasePlanMember2019-04-272019-10-250001613103us-gaap:CostOfSalesMember2020-08-012020-10-300001613103us-gaap:CostOfSalesMember2019-07-272019-10-250001613103us-gaap:CostOfSalesMember2020-04-252020-10-300001613103us-gaap:CostOfSalesMember2019-04-272019-10-250001613103us-gaap:ResearchAndDevelopmentExpenseMember2020-08-012020-10-300001613103us-gaap:ResearchAndDevelopmentExpenseMember2019-07-272019-10-250001613103us-gaap:ResearchAndDevelopmentExpenseMember2020-04-252020-10-300001613103us-gaap:ResearchAndDevelopmentExpenseMember2019-04-272019-10-250001613103us-gaap:SellingGeneralAndAdministrativeExpensesMember2020-08-012020-10-300001613103us-gaap:SellingGeneralAndAdministrativeExpensesMember2019-07-272019-10-250001613103us-gaap:SellingGeneralAndAdministrativeExpensesMember2020-04-252020-10-300001613103us-gaap:SellingGeneralAndAdministrativeExpensesMember2019-04-272019-10-250001613103country:USus-gaap:PensionPlansDefinedBenefitMember2020-08-012020-10-300001613103country:USus-gaap:PensionPlansDefinedBenefitMember2019-07-272019-10-250001613103us-gaap:ForeignPlanMemberus-gaap:PensionPlansDefinedBenefitMember2020-08-012020-10-300001613103us-gaap:ForeignPlanMemberus-gaap:PensionPlansDefinedBenefitMember2019-07-272019-10-250001613103country:USus-gaap:PensionPlansDefinedBenefitMember2020-04-252020-10-300001613103country:USus-gaap:PensionPlansDefinedBenefitMember2019-04-272019-10-250001613103us-gaap:ForeignPlanMemberus-gaap:PensionPlansDefinedBenefitMember2020-04-252020-10-300001613103us-gaap:ForeignPlanMemberus-gaap:PensionPlansDefinedBenefitMember2019-04-272019-10-250001613103country:USus-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2020-08-012020-10-300001613103country:USus-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2020-04-252020-10-300001613103us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2020-04-240001613103us-gaap:AccumulatedTranslationAdjustmentMember2020-04-240001613103us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember2020-04-240001613103us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-04-240001613103us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2020-04-240001613103us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2020-04-252020-10-300001613103us-gaap:AccumulatedTranslationAdjustmentMember2020-04-252020-10-300001613103us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember2020-04-252020-10-300001613103us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-04-252020-10-300001613103us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2020-04-252020-10-300001613103us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-04-252020-10-300001613103us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2020-10-300001613103us-gaap:AccumulatedTranslationAdjustmentMember2020-10-300001613103us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember2020-10-300001613103us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-10-300001613103us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2020-10-300001613103us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2019-04-260001613103us-gaap:AccumulatedTranslationAdjustmentMember2019-04-260001613103us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember2019-04-260001613103us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2019-04-260001613103us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2019-04-260001613103us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2019-04-272019-10-250001613103us-gaap:AccumulatedTranslationAdjustmentMember2019-04-272019-10-250001613103us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember2019-04-272019-10-250001613103us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2019-04-272019-10-250001613103us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2019-04-272019-10-250001613103us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-04-272019-10-250001613103us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2019-10-250001613103us-gaap:AccumulatedTranslationAdjustmentMember2019-10-250001613103us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember2019-10-250001613103us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2019-10-250001613103us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2019-10-25mdt:subsidiary0001613103mdt:PelvicMeshLitigationMemberus-gaap:DamagesFromProductDefectsMember2020-04-252020-10-30mdt:manufacturer0001613103mdt:PelvicMeshLitigationMemberus-gaap:DamagesFromProductDefectsMember2015-04-252016-04-29mdt:claim0001613103mdt:PelvicMeshLitigationMemberus-gaap:DamagesFromProductDefectsMember2017-05-012017-05-310001613103mdt:PelvicMeshLitigationMemberus-gaap:DamagesFromProductDefectsMember2020-10-300001613103mdt:PelvicMeshLitigationMemberus-gaap:DamagesFromProductDefectsMemberus-gaap:SubsequentEventMember2020-11-042020-11-04mdt:patent0001613103mdt:EthiconPatentInfringementLitigationMember2011-12-142011-12-140001613103mdt:SassoLitigationMember2018-11-282018-11-28mdt:landfill0001613103mdt:OrringtonMaineChemicalManufacturingFacilityMember2020-04-252020-10-300001613103mdt:CardiacAndVascularGroupMemberus-gaap:OperatingSegmentsMember2020-08-012020-10-300001613103mdt:CardiacAndVascularGroupMemberus-gaap:OperatingSegmentsMember2019-07-272019-10-250001613103mdt:CardiacAndVascularGroupMemberus-gaap:OperatingSegmentsMember2020-04-252020-10-300001613103mdt:CardiacAndVascularGroupMemberus-gaap:OperatingSegmentsMember2019-04-272019-10-250001613103mdt:MinimallyInvasiveTherapiesGroupMemberus-gaap:OperatingSegmentsMember2020-08-012020-10-300001613103mdt:MinimallyInvasiveTherapiesGroupMemberus-gaap:OperatingSegmentsMember2019-07-272019-10-250001613103mdt:MinimallyInvasiveTherapiesGroupMemberus-gaap:OperatingSegmentsMember2020-04-252020-10-300001613103mdt:MinimallyInvasiveTherapiesGroupMemberus-gaap:OperatingSegmentsMember2019-04-272019-10-250001613103us-gaap:OperatingSegmentsMembermdt:RestorativeTherapiesGroupMember2020-08-012020-10-300001613103us-gaap:OperatingSegmentsMembermdt:RestorativeTherapiesGroupMember2019-07-272019-10-250001613103us-gaap:OperatingSegmentsMembermdt:RestorativeTherapiesGroupMember2020-04-252020-10-300001613103us-gaap:OperatingSegmentsMembermdt:RestorativeTherapiesGroupMember2019-04-272019-10-250001613103mdt:DiabetesGroupMemberus-gaap:OperatingSegmentsMember2020-08-012020-10-300001613103mdt:DiabetesGroupMemberus-gaap:OperatingSegmentsMember2019-07-272019-10-250001613103mdt:DiabetesGroupMemberus-gaap:OperatingSegmentsMember2020-04-252020-10-300001613103mdt:DiabetesGroupMemberus-gaap:OperatingSegmentsMember2019-04-272019-10-250001613103us-gaap:OperatingSegmentsMember2020-08-012020-10-300001613103us-gaap:OperatingSegmentsMember2019-07-272019-10-250001613103us-gaap:OperatingSegmentsMember2020-04-252020-10-300001613103us-gaap:OperatingSegmentsMember2019-04-272019-10-250001613103us-gaap:MaterialReconcilingItemsMember2020-08-012020-10-300001613103us-gaap:MaterialReconcilingItemsMember2019-07-272019-10-250001613103us-gaap:MaterialReconcilingItemsMember2020-04-252020-10-300001613103us-gaap:MaterialReconcilingItemsMember2019-04-272019-10-250001613103country:IE2020-08-012020-10-300001613103country:IE2019-07-272019-10-250001613103country:IE2020-04-252020-10-300001613103country:IE2019-04-272019-10-250001613103mdt:TotalOtherCountriesExcludingUnitedStatesandIrelandMember2020-08-012020-10-300001613103mdt:TotalOtherCountriesExcludingUnitedStatesandIrelandMember2019-07-272019-10-250001613103mdt:TotalOtherCountriesExcludingUnitedStatesandIrelandMember2020-04-252020-10-300001613103mdt:TotalOtherCountriesExcludingUnitedStatesandIrelandMember2019-04-272019-10-250001613103mdt:TotalOtherCountriesExcludingIrelandMember2020-08-012020-10-300001613103mdt:TotalOtherCountriesExcludingIrelandMember2019-07-272019-10-250001613103mdt:TotalOtherCountriesExcludingIrelandMember2020-04-252020-10-300001613103mdt:TotalOtherCountriesExcludingIrelandMember2019-04-272019-10-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	October 30, 2020

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from __________ to __________

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)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Ordinary shares, par value $0.0001 per share	MDT	New York Stock Exchange
Floating Rate Notes due 2021	MDT/21	New York Stock Exchange
0.00% Senior Notes due 2022	MDT/22B	New York Stock Exchange
0.375% Senior Notes due 2023	MDT/23B	New York Stock Exchange
0.000% Senior Notes due 2023	MDT/23C	New York Stock Exchange
0.25% Senior Notes due 2025	MDT/25	New York Stock Exchange
0.000% Senior Notes due 2025	MDT/25A	New York Stock Exchange
1.125% Senior Notes due 2027	MDT/27	New York Stock Exchange
0.375% Senior Notes due 2028	MDT/28	New York Stock Exchange
1.625% Senior Notes due 2031	MDT/31	New York Stock Exchange
1.00% Senior Notes due 2031	MDT/31A	New York Stock Exchange
0.750% Senior Notes due 2032	MDT/32	New York Stock Exchange
2.250% Senior Notes due 2039	MDT/39A	New York Stock Exchange
1.50% Senior Notes due 2039	MDT/39B	New York Stock Exchange
1.375% Senior Notes due 2040	MDT/40A	New York Stock Exchange
1.75% Senior Notes due 2049	MDT/49	New York Stock Exchange
1.625% Senior Notes due 2050	MDT/50	New York Stock Exchange

Indicate by check mark whether the registrant (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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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

☒

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller Reporting Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 1(a) of the Exchange Act. ☐

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

Yes ☐ No ☒

As of December 1, 2020, 1,346,019,949 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	34
3.	Quantitative and Qualitative Disclosures About Market Risk	59
4.	Controls and Procedures	60
	PART II
1.	Legal Proceedings	60

2.	Unregistered Sales of Equity Securities and Use of Proceeds	60
6.	Exhibits	61
	Signatures	62

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Medtronic plc

Consolidated Statements of Income

(Unaudited)


	Three months ended				Six months ended
(in millions, except per share data)	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Net sales	$	7,647	$	7,706	$	14,154	$	15,199
Costs and expenses:
Cost of products sold	2,705		2,394		5,209		4,760
Research and development expense	639		603		1,260		1,190
Selling, general, and administrative expense	2,600		2,620		5,017		5,163
Amortization of intangible assets	443		441		884		881
Restructuring charges, net	97		27		150		74
Certain litigation charges, net	84		121		(4)		168

Other operating expense, net	149		149		35		127
Operating profit	930		1,351		1,603		2,836
Other non-operating income, net	(65)		(108)		(147)		(209)
Interest expense	470		165		641		774
Income before income taxes	525		1,294		1,109		2,271
Income tax provision (benefit)	31		(77)		124		23
Net income	494		1,371		985		2,248
Net income attributable to noncontrolling interests	(5)		(7)		(9)		(20)
Net income attributable to Medtronic	$	489	$	1,364	$	976	$	2,228
Basic earnings per share	$	0.36	$	1.02	$	0.73	$	1.66
Diluted earnings per share	$	0.36	$	1.01	$	0.72	$	1.65
Basic weighted average shares outstanding	1,344.4		1,340.8		1,343.1		1,340.8
Diluted weighted average shares outstanding	1,352.1		1,351.4		1,351.1		1,351.6

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

Medtronic plc

Consolidated Statements of Comprehensive Income

(Unaudited)


	Three months ended				Six months ended
(in millions)	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Net income	$	494	$	1,371	$	985	$	2,248

Other comprehensive income (loss), net of tax:
Unrealized (loss) gain on investment securities	(12)		17		113		73
Translation adjustment	144		(214)		1,261		(148)
Net investment hedge	(164)		53		(1,276)		152
Net change in retirement obligations	17		12		20		25
Unrealized loss on cash flow hedges	(45)		5		(395)		(2)
Other comprehensive (loss) income	(60)		(127)		(277)		100
Comprehensive income including noncontrolling interests	434		1,244		708		2,348
Comprehensive income attributable to noncontrolling interests	(6)		(7)		(15)		(20)
Comprehensive income attributable to Medtronic	$	428	$	1,237	$	693	$	2,328

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

Medtronic plc

Consolidated Balance Sheets

(Unaudited)


(in millions)	October 30, 2020		April 24, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	6,420	$	4,140
Investments	7,857		6,808
Accounts receivable, less allowances and credit losses of $312 and $208, respectively	5,348		4,645
Inventories, net	4,484		4,229
Other current assets	1,927		2,209
Total current assets	26,036		22,031
Property, plant, and equipment	12,198		11,644
Accumulated depreciation	(7,260)		(6,816)
Property, plant, and equipment, net	4,938		4,828
Goodwill	41,212		39,841
Other intangible assets, net	18,412		19,063
Tax assets	3,176		2,832
Other assets	2,112		2,094
Total assets	$	95,886	$	90,689
LIABILITIES AND EQUITY
Current liabilities:
Current debt obligations	$	4,041	$	2,776
Accounts payable	1,902		1,996
Accrued compensation	2,133		2,099
Accrued income taxes	406		502
Other accrued expenses	3,589		2,993
Total current liabilities	12,071		10,366
Long-term debt	25,967		22,021
Accrued compensation and retirement benefits	2,024		1,910
Accrued income taxes	2,569		2,682
Deferred tax liabilities	1,251		1,174
Other liabilities	1,688		1,664
Total liabilities	45,570		39,817
Commitments and contingencies (Note 16)
Shareholders’ equity:
Ordinary shares— par value $0.0001, 2.6 billion shares authorized, 1,345,547,814 and 1,341,074,724 shares issued and outstanding, respectively	—		—
Additional paid-in capital	26,481		26,165
Retained earnings	27,526		28,132
Accumulated other comprehensive loss	(3,843)		(3,560)
Total shareholders’ equity	50,164		50,737
Noncontrolling interests	152		135
Total equity	50,316		50,872
Total liabilities and equity	$	95,886	$	90,689

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

Medtronic plc

Consolidated Statements of Equity

(Unaudited)


	Ordinary Shares			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity		Noncontrolling Interests		Total Equity
(in millions)	Number	Par Value
April 24, 2020	1,341	$	—	$	26,165	$	28,132	$	(3,560)	$	50,737	$	135	$	50,872
Net income	—	—		—		487		—		487		4		491
Other comprehensive (loss) income	—	—		—		—		(222)		(222)		5		(217)
Dividends to shareholders ($0.58 per ordinary share)	—	—		—		(778)		—		(778)		—		(778)
Issuance of shares under stock purchase and award plans	2	—		26		—		—		26		—		26

Stock-based compensation	—	—		70		—		—		70		—		70
Changes to noncontrolling ownership interests	—	—		—		—		—		—		3		3
Cumulative effect of change in accounting principle(1)	—	—		—		(24)		—		(24)		—		(24)
July 31, 2020	1,343	$	—	$	26,261	$	27,817	$	(3,782)	$	50,296	$	147	$	50,443
Net income	—	—		—		489		—		489		5		494
Other comprehensive (loss) income	—	—		—		—		(61)		(61)		1		(60)
Dividends to shareholders ($0.58 per ordinary share)	—	—		—		(780)		—		(780)		—		(780)
Issuance of shares under stock purchase and award plans	2	—		93		—		—		93		—		93

Stock-based compensation	—	—		140		—		—		140		—		140
Changes to noncontrolling ownership interests	—	—		(13)		—		—		(13)		(1)		(14)

October 30, 2020	1,345	$	—	$	26,481	$	27,526	$	(3,843)	$	50,164	$	152	$	50,316

(1) See Note 2 to the consolidated financial statements for discussion regarding the adoption of accounting standards during the first quarter of fiscal year 2021.

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


	Ordinary Shares			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity		Noncontrolling Interests		Total Equity
(in millions)	Number	Par Value
April 26, 2019	1,341	$	—	$	26,532	$	26,270	$	(2,711)	$	50,091	$	121	$	50,212
Net income	—	—		—		864		—		864		13		877
Other comprehensive income	—	—		—		—		227		227		—		227
Dividends to shareholders ($0.54 per ordinary share)	—	—		—		(724)		—		(724)		—		(724)
Issuance of shares under stock purchase and award plans	3	—		205		—		—		205		—		205
Repurchase of ordinary shares	(3)	—		(328)		—		—		(328)		—		(328)
Stock-based compensation	—	—		61		—		—		61		—		61

Cumulative effect of change in accounting principle(1)	—	—		—		(33)		—		(33)		—		(33)
July 26, 2019	1,341	$	—	$	26,470	$	26,377	$	(2,484)	$	50,363	$	134	$	50,497
Net income	—	—		—		1,364		—		1,364		7		1,371
Other comprehensive (loss)	—	—		—		—		(127)		(127)		—		(127)
Dividends to shareholders ($0.54 per ordinary share)	—	—		—		(723)		—		(723)		—		(723)
Issuance of shares under stock purchase and award plans	4	—		145		—		—		145		—		145
Repurchase of ordinary shares	(5)	—		(552)		—		—		(552)		—		(552)
Stock-based compensation	—	—		108		—		—		108		—		108


October 25, 2019	1,340	$	—	$	26,171	$	27,018	$	(2,611)	$	50,578	$	141	$	50,719

(1) The cumulative effect of change in accounting principle during the first quarter of fiscal year 2020 resulted from the adoption of accounting guidance that requires lessees to recognize right-of-use assets and lease liabilities on the balance sheet. As a result of the adoption, the Company adjusted the opening balance of retained earnings for $33 million as of April 27, 2019.

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

Medtronic plc

Consolidated Statements of Cash Flows

(Unaudited)


	Six months ended
(in millions)	October 30, 2020		October 25, 2019
Operating Activities:
Net income	$	985	$	2,248
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,340		1,328


Provision for doubtful accounts	86		44
Deferred income taxes	(69)		(245)
Stock-based compensation	210		169
Loss on debt extinguishment	308		406


Other, net	112		119
Change in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable, net	(669)		39
Inventories, net	(145)		(267)
Accounts payable and accrued liabilities	108		(294)
Other operating assets and liabilities	(127)		(170)


Net cash provided by operating activities	2,139		3,377
Investing Activities:
Acquisitions, net of cash acquired	(370)		(201)

Additions to property, plant, and equipment	(615)		(584)
Purchases of investments	(5,360)		(4,226)
Sales and maturities of investments	4,337		3,260
Other investing activities	(4)		(16)
Net cash used in investing activities	(2,012)		(1,767)
Financing Activities:

Change in current debt obligations, net	(57)		42

Proceeds from short-term borrowings (maturities greater than 90 days)	2,789		—
Issuance of long-term debt	7,172		5,568
Payments on long-term debt	(6,336)		(5,594)
Dividends to shareholders	(1,558)		(1,447)
Issuance of ordinary shares	119		432
Repurchase of ordinary shares	(68)		(962)
Other financing activities	(70)		(54)
Net cash provided by (used in) financing activities	1,991		(2,015)
Effect of exchange rate changes on cash and cash equivalents	162		(26)
Net change in cash and cash equivalents	2,280		(431)
Cash and cash equivalents at beginning of period	4,140		4,393
Cash and cash equivalents at end of period	$	6,420	$	3,962

Supplemental Cash Flow Information
Cash paid for:
Income taxes	$	384	$	494
Interest	321		322

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 of Medtronic plc and its subsidiaries (Medtronic plc, Medtronic, or the Company) 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. In the opinion of management, the consolidated financial statements include all of the adjustments necessary for a fair statement in conformity with U.S. GAAP. 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.

The Covid-19 pandemic ("COVID-19" or the "pandemic") has had, and may continue to have, an adverse effect on our business, results of operations, financial condition, and cash flows, and its future impacts remain highly uncertain and unpredictable. The Company has considered the disruptions caused by COVID-19, including lower sales and customer demand than the prior year in many businesses and macroeconomic factors, and has assessed the potential impact on certain accounting estimates including, but not limited to, the allowance for doubtful accounts, inventory reserves, return reserves, the valuation of goodwill, intangible assets, other long-lived assets, investments and contingent consideration, as of October 30, 2020 and through the date of this report. While there was not a material impact to the Company’s consolidated financial statements as of and for the three and six months ended October 30, 2020, changes in the Company’s assessment about the length and severity of the pandemic, as well as other factors, could result in actual results differing from estimates.

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 eliminated in consolidation.

The accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements of the Company and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 24, 2020. The Company’s fiscal years 2021, 2020, and 2019 will end or ended on April 30, 2021, April 24, 2020, and April 26, 2019, respectively. Fiscal year 2021 is a 53-week year, with the extra week having occurred in the first fiscal month of the first quarter.

2. New Accounting Pronouncements

Recently Adopted

Current Expected Credit Losses

In June 2016, the Financial Accounting Standards Board (FASB) issued guidance which changes the methodology to be used to measure credit losses for certain financial instruments and financial assets, including trade receivables. The new methodology requires the recognition of an allowance that reflects the current estimate of credit losses expected to be incurred over the life of the financial asset. The Company adopted this guidance using the modified retrospective method in the first quarter of fiscal year 2021. The adoption of this guidance did not have a material impact to the Company’s consolidated financial statements.

3. Revenue

The Company's revenues are principally derived from device-based medical therapies and services related to cardiac rhythm disorders, cardiovascular disease, renal disease, neurological disorders and diseases, spinal conditions and musculoskeletal trauma, chronic pain, urological and digestive disorders, ear, nose, and throat conditions, and diabetes conditions as well as advanced and general surgical care products, respiratory and monitoring solutions, and neurological surgery technologies. The Company's primary customers include hospitals, clinics, third-party health care providers, distributors, and other institutions, including governmental health care programs and group purchasing organizations.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The table below illustrates net sales by segment and division for the three and six months ended October 30, 2020 and October 25, 2019:


	Three months ended(1)				Six months ended(1)
(in millions)	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Cardiac Rhythm & Heart Failure	$	1,426	$	1,426	$	2,673	$	2,807
Coronary & Structural Heart	831		955		1,611		1,896
Aortic, Peripheral, & Venous	468		474		873		942
Cardiac & Vascular Group	2,725		2,855		5,158		5,645
Surgical Innovations	1,393		1,454		2,473		2,871
Respiratory, Gastrointestinal, & Renal	893		688		1,613		1,371
Minimally Invasive Therapies Group	2,285		2,142		4,086		4,242
Cranial & Spinal Technologies	1,071		1,117		2,015		2,167
Specialty Therapies	581		575		1,035		1,138
Neuromodulation	411		420		725		818
Restorative Therapies Group	2,063		2,112		3,774		4,124
Diabetes Group	574		596		1,136		1,188
Total	$	7,647	$	7,706	$	14,154	$	15,199

(1) Revenue amounts have intentionally been rounded to the nearest million and, therefore, may not sum.

During the first quarter of fiscal year 2021, the Company realigned the divisions within the Restorative Therapies Group to the following: Cranial & Spinal Technologies (includes Core Spine and Biologics, Enabling Technologies, and China Orthopedics), Specialty Therapies (includes ENT, Pelvic Health, and Neurovascular), and Neuromodulation (includes Pain Therapies, Brain Modulation, and Interventional). As a result, net sales for fiscal year 2020 have been recast to adjust for this realignment.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The table below illustrates net sales by market geography for each segment for the three and six months ended October 30, 2020 and October 25, 2019:


	U.S.(1)(4)				Non-U.S. Developed Markets(2)(4)				Emerging Markets(3)(4)
	Three months ended				Three months ended				Three months ended
(in millions)	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Cardiac & Vascular Group	$	1,377	$	1,455	$	945	$	890	$	404	$	510
Minimally Invasive Therapies Group	996		922		837		782		452		438
Restorative Therapies Group	1,397		1,440		426		416		240		256
Diabetes Group	284		311		238		226		51		59
Total	$	4,054	$	4,129	$	2,446	$	2,315	$	1,147	$	1,262

	U.S.(1)(4)				Non-U.S. Developed Markets(2)(4)				Emerging Markets(3)(4)
	Six months ended				Six months ended				Six months ended
(in millions)	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Cardiac & Vascular Group	$	2,582	$	2,816	$	1,798	$	1,820	$	778	$	1,009
Minimally Invasive Therapies Group	1,718		1,835		1,556		1,573		811		834
Restorative Therapies Group	2,533		2,778		802		842		439		504
Diabetes Group	572		618		465		457		100		113
Total	$	7,405	$	8,046	$	4,621	$	4,692	$	2,128	$	2,460

(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 within 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.

(4)Revenue amounts have intentionally been rounded to the nearest million and, therefore, may not sum.

The amount of revenue recognized is reduced by sales rebates and returns. Adjustments to rebates and returns reserves are recorded as increases or decreases to revenue. At October 30, 2020, $955 million of rebates were classified as other accrued expenses, and $464 million of rebates were classified as a reduction of accounts receivable in the consolidated balance sheet. At April 24, 2020, $706 million of rebates were classified as other accrued expenses, and $321 million of rebates were classified as a reduction of accounts receivable in the consolidated balance sheet. For the three and six months ended October 30, 2020 and October 25, 2019, adjustments to rebate and return reserves recognized in revenue that were included in the rebate and return reserves at the beginning of the period were not material.

Deferred Revenue and Remaining Performance Obligations

The Company records a deferred revenue liability if a customer pays consideration, or the Company has the right to invoice, before the Company transfers a good or service to the customer. Deferred revenue at October 30, 2020 and April 24, 2020 was $317 million and $303 million, respectively. At October 30, 2020 and April 24, 2020, $225 million and $213 million, respectively, was included in other accrued expenses and $92 million and $90 million, respectively, was included in other liabilities. During the six months ended October 30, 2020, the Company recognized $162 million of revenue that was included in deferred revenue as of April 24, 2020.

Remaining performance obligations include deferred revenue and amounts the Company expects to receive for goods and services that have not yet been delivered or provided under existing, noncancellable contracts with minimum purchase commitments. At October 30, 2020, the estimated revenue expected to be recognized in future periods related to unsatisfied performance obligations for executed contracts with an original duration of one year or more was approximately $1.1 billion. The Company expects to recognize revenue on the majority of these remaining performance obligations over the next four years.

4. Acquisitions

The Company had acquisitions during the three and six months ended October 30, 2020 and October 25, 2019 that were accounted for as business combinations. The assets and liabilities of the businesses acquired were recorded and consolidated on the acquisition date at their respective fair values. Goodwill resulting from business combinations is largely attributable to future yet to be defined technologies, new customer relationships, existing workforce of the acquired businesses, and synergies expected to arise after the Company's acquisition of these businesses. The pro forma impact of these acquisitions was not significant, either individually or in the aggregate, to the consolidated results of the Company for the three and six months ended October 30, 2020 and October 25, 2019. The results of operations of acquired businesses have been included in the Company's consolidated statements of income since the date each business was acquired.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Fiscal Year 2021

The acquisition date fair value of net assets acquired during the six months ended October 30, 2020 was $539 million, consisting of $577 million of assets acquired and $38 million of liabilities assumed. Based upon preliminary valuations, assets acquired were primarily comprised of $156 million of technology-based intangible assets and $13 million of customer-related intangible assets with estimated useful lives ranging from 8 to 15 years and $381 million of goodwill. The goodwill is not deductible for tax purposes. The Company recognized $158 million of contingent consideration liabilities in connection with business combinations during the six months ended October 30, 2020, which are comprised of revenue and product development milestone-based payments. Additionally, during the six months ended October 30, 2020, the Company recognized a gain of $132 million related to a change in amounts accrued for certain contingent liabilities from a recent acquisition. The benefit was recognized in other operating expense, net in the consolidated statements of income as the purchase accounting was finalized in fiscal year 2020. For the three and six months ended October 30, 2020, purchase price allocation adjustments were not significant.

Fiscal Year 2020

The acquisition date fair value of net assets acquired during the six months ended October 25, 2019 was $272 million, consisting of $324 million of assets acquired and $52 million of liabilities assumed. Assets acquired were primarily comprised of $139 million of technology-based intangible assets and $26 million of customer-related intangible assets with estimated useful lives ranging from 8 to 16 years, $40 million of inventory, and $92 million of goodwill. The goodwill is not deductible for tax purposes. The Company recognized $65 million of contingent consideration liabilities in connection with business combinations during the six months ended October 25, 2019, which are comprised of revenue milestone-based payments. For the three and six months ended October 25, 2019, purchase price allocation adjustments were not significant.

Contingent Consideration

Certain of the Company’s business combinations involve potential payment 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, and the change in fair value is recognized within other operating expense, net in the consolidated statements of income. Contingent consideration payments made soon after the acquisition date are classified as investing activities in the consolidated statements of cash flows. Contingent consideration payments not made soon after the acquisition date that are related to the acquisition date fair value are reported as financing activities in the consolidated statements of cash flows, and amounts paid 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 at October 30, 2020 and April 24, 2020 was $461 million and $280 million, respectively. At October 30, 2020, $342 million was recorded in other accrued expenses, and $119 million was recorded in other liabilities in the consolidated balance sheets. At April 24, 2020, $112 million was recorded in other accrued expenses, and $168 million was recorded in other liabilities in the consolidated balance sheets.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

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


	Three months ended				Six months ended
(in millions)	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Beginning balance	$	297	$	269	$	280	$	222
Purchase price contingent consideration	158		7		158		65
Payments	(1)		(15)		(2)		(29)
Change in fair value	7		(1)		25		2
Ending balance	$	461	$	260	$	461	$	260

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


	Fair Value at
(in millions)	October 30, 2020	Unobservable Input	Range	Weighted Average (1)
		Discount rate	14.0% - 32.4%	20.7%
Revenue and other performance-based payments	$203	Probability of payment	40% - 100%	99.4%
		Projected fiscal year of payment	2021 - 2027	2024
		Discount rate	5.5%	5.5%
Product development and other milestone-based payments	$258	Probability of payment	50% - 100%	93.2%
		Projected fiscal year of payment	2021 - 2027	2024

(1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected fiscal year of payment, the amount represents the median of the inputs and is not a weighted average.

5. Restructuring

Enterprise Excellence

In the third quarter of fiscal year 2018, the Company announced its Enterprise Excellence restructuring program, which is expected to leverage the Company's global size and scale, as well as enhance the customer and employee experience, with a focus on three objectives: global operations, functional optimization, and commercial optimization. Primary activities of the restructuring program include integrating and enhancing global manufacturing and supply processes, systems and site presence, enhancing and leveraging global operating models across several enabling functions, and optimizing certain commercial processes, systems, and models.

The Company estimates that, in connection with its Enterprise Excellence restructuring program, it will recognize pre-tax exit and disposal costs and other costs across all segments of approximately $1.6 billion to $1.8 billion, the majority of which are expected to be incurred by the end of fiscal year 2022. Approximately half of the estimated charges are related to employee termination benefits. The remaining charges are costs associated with the restructuring program, such as salaries for employees supporting the program and consulting expenses. These charges are recognized within restructuring charges, net, cost of products sold, and selling, general, and administrative expense in the consolidated statements of income.

For the three and six months ended October 30, 2020, the Company recognized charges of $90 million and $169 million, respectively. Additionally, the Company incurred accrual adjustments of $3 million and $5 million for the three and six months ended October 30, 2020, respectively, related to certain employees identified for termination finding other positions within Medtronic and contract terminations being settled for less than originally estimated. For the three and six months ended October 30, 2020, charges included $32 million and $59 million, respectively, recognized within cost of products sold and $48 million and $95 million, respectively, recognized within selling, general, and administrative expense in the consolidated statements of income.

For the three and six months ended October 25, 2019, the Company recognized charges of $95 million and $231 million, respectively. Additionally, the Company incurred accrual adjustments of $1 million and $13 million for the three and six months ended October 25, 2019, respectively, related to certain employees identified for termination finding other positions within Medtronic. For the three and six months ended October 25, 2019, charges included $32 million and $67 million, respectively, recognized within cost of products sold and $35

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

million and $77 million, respectively, recognized within selling, general, and administrative expense in the consolidated statements of income.

The following table summarizes the activity related to the Enterprise Excellence restructuring program for the six months ended October 30, 2020:


(in millions)	Employee Termination Benefits		Associated Costs(1)		Other Costs		Total
April 24, 2020	$	89	$	19	$	4	$	112
Charges	17		150		2		169
Cash payments	(42)		(146)		(3)		(191)

Accrual adjustments	(3)		—		(2)		(5)
October 30, 2020	$	61	$	23	$	1	$	85

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

Simplification

In the first quarter of fiscal year 2021, the Company initiated the Simplification restructuring program, designed to make the Company a more nimble and competitive organization focused on accelerating innovation, enhancing the customer experience, driving revenue growth, and winning market share, while also more efficiently and effectively leveraging the Enterprise scale. Under the oversight of the portfolio leaders, this new operating model, which will be fully operational the beginning of the fourth quarter of fiscal year 2021, will simplify the Company's organizational structure and accelerate decision-making and execution. Primary activities of the restructuring program will include reorganizing the Company into a portfolio-level structure, including the creation of highly focused, accountable, and empowered Operating Units (OUs), consolidating Operations at the Enterprise level, establishing Technology Development Centers in areas where the Company has deep core technology competencies to be leveraged by multiple OUs, and forming dedicated sales organizations that leverage the Company's scale but move with the same agility as smaller, local competitors.

The Company estimates that, in connection with its Simplification restructuring program, it will recognize pre-tax exit and disposal costs and other costs across all segments of approximately $400 million to $450 million, the majority of which are expected to be incurred by the end of fiscal year 2022. Approximately three quarters of the estimated charges are related to employee termination benefits. The remaining charges are costs associated with the restructuring program, such as salaries for employees supporting the program and consulting expenses. These charges are recognized within restructuring charges, net, cost of products sold, and selling, general, and administrative expense in the consolidated statements of income.

For the three and six months ended October 30, 2020, the Company recognized charges of $102 million and $153 million, respectively, which included $97 million of incremental defined benefit pension and post-retirement related expenses for employees that accepted voluntary early retirement packages. These costs are not included in the table summarizing restructuring charges below, because they are associated with costs that are accounted for under the pension and post-retirement rules. See Note 14 for further discussion on the incremental defined benefit pension and post-retirement expenses. The charges recognized for the three and six months ended October 30, 2020 were partially offset by accrual adjustments of $8 million for both periods related to certain employees identified for termination finding other positions within the Company. The charges recognized for the three and six months ended October 30, 2020 also included $2 million and $3 million, respectively, recognized within selling, general, and administrative expense in the consolidated statements of income.

The following table summarizes the activity related to the Simplification restructuring program for the six months ended October 30, 2020:


(in millions)	Employee Termination Benefits		Associated Costs(1)		Total
April 24, 2020	$	—	$	—	$	—
Charges	53		3		56
Cash payments	(9)		(3)		(12)
Accrual adjustments	(8)		—		(8)
October 30, 2020	$	36	$	—	$	36

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

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

6. Financial Instruments

Debt Securities

The Company holds investments in marketable debt securities that are classified and accounted for as available-for-sale and held-to-maturity. Investments classified as available-for-sale are remeasured on a recurring basis. Investments classified as held-to-maturity are measured at amortized cost. The following tables summarize the Company's investments in available-for-sale and held-to-maturity debt securities by significant investment category and the related consolidated balance sheet classification at October 30, 2020 and April 24, 2020:


	October 30, 2020
	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	$	497	$	39	$	—	$	536	$	536	$	—
Level 2:
Corporate debt securities	4,234		124		(32)		4,326		4,326		—
U.S. government and agency securities	888		1		(1)		888		888		—
Mortgage-backed securities	661		27		(19)		669		669		—
Non-U.S. government and agency securities	36		1		—		37		37		—
Other asset-backed securities	518		4		(7)		515		515		—
Total Level 2	6,337		157		(59)		6,435		6,435		—
Level 3:

Auction rate securities	36		—		—		36		—		36

Total available-for-sale debt securities	6,870		196		(59)		7,007		6,971		36
Held-to-maturity securities:
Level 2:
Time deposit	886		—		—		886		886		—
Total debt securities	$	7,756	$	196	$	(59)	$	7,893	$	7,857	$	36


	April 24, 2020
	Valuation								Balance Sheet Classification
(in millions)	Cost		Unrealized Gains		Unrealized Losses		Fair Value		Investments		Other Assets
Level 1:
U.S. government and agency securities	$	542	$	47	$	—	$	589	$	589	$	—
Level 2:
Corporate debt securities	4,285		66		(90)		4,261		4,261		—
U.S. government and agency securities	746		1		—		747		747		—
Mortgage-backed securities	705		20		(28)		697		697		—
Non-U.S. government and agency securities	34		—		—		34		34		—
Other asset-backed securities	499		1		(20)		480		480		—
Total Level 2	6,269		88		(138)		6,219		6,219		—
Level 3:
Auction rate securities	36		—		(3)		33		—		33
Total available-for-sale debt securities	$	6,847	$	135	$	(141)	$	6,841	$	6,808	$	33

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The amortized cost of debt securities excludes accrued interest, which is reported in other current assets in the consolidated balance sheets.

The following tables present the gross unrealized losses and fair values of the Company’s available-for-sale debt securities that have been in a continuous unrealized loss position deemed to be temporary, aggregated by investment category at October 30, 2020 and April 24, 2020:


	October 30, 2020
	Less than 12 months				More than 12 months
(in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. government and agency securities	$	—	$	—	$	196	$	(1)
Corporate debt securities	5		—		858		(32)
Mortgage-backed securities	25		(3)		119		(16)

Other asset-backed securities	8		—		347		(7)

Total	$	38	$	(3)	$	1,520	$	(56)


	April 24, 2020
	Less than 12 months				More than 12 months
(in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

Corporate debt securities	$	1,368	$	(2)	$	2,893	$	(88)
Mortgage-backed securities	35		(1)		663		(27)

Other asset-backed securities	17		—		463		(20)
Auction rate securities	33		(3)		—		—
Total	$	1,453	$	(6)	$	4,019	$	(135)

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. There were no transfers into or out of Level 3 during the three and six months ended October 30, 2020 and October 25, 2019. 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.

There were no purchases, sales, settlements, or significant gains or losses recognized in earnings or other comprehensive income for debt securities classified as Level 3 during the three and six months ended October 30, 2020 and October 25, 2019.

Activity related to the Company’s available-for-sale debt securities portfolio is as follows:


	Three months ended				Six months ended
(in millions)	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Proceeds from sales	$	1,932	$	1,691	$	4,335	$	3,258
Gross realized gains	3		4		8		8
Gross realized losses	(1)		(4)		(7)		(12)

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 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 October 30, 2020 and April 24, 2020, there were no debt securities in a credit loss position. No available-for-sale or held-to-maturity securities were sold for significantly less than carrying value during the three and six months ended October 30, 2020 and October 25, 2019.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The October 30, 2020 balance of available-for-sale and held-to-maturity debt securities 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.


	October 30, 2020
(in millions)	Available-For-Sale		Held-To-Maturity
Due in one year or less	$	1,930	$	886
Due after one year through five years	3,315		—
Due after five years through ten years	1,695		—
Due after ten years	67		—
Total	$	7,007	$	886

Equity Securities, Equity Method Investments, and Other Investments

The Company holds investments in equity securities with readily determinable fair values, equity investments without readily determinable fair values, investments accounted for under the equity method, and other investments. Equity securities with readily determinable fair values are included in Level 1 of the fair value hierarchy, as they are measured using quoted market prices. Equity method investments and investments without readily determinable fair values are included within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs to determine fair value. To determine the fair value of these investments, the Company uses all pertinent financial information available related to the investees, including financial statements, market participant valuations from recent and proposed equity offerings, and other third-party data.

The following table summarizes the Company's equity and other investments at October 30, 2020 and April 24, 2020, which are classified as other assets in the consolidated balance sheets:


(in millions)	October 30, 2020		April 24, 2020
Investments with readily determinable fair value (marketable equity securities)	$	25	$	18
Investments without readily determinable fair values	478		391
Equity method and other investments	74		71
Total equity and other investments	$	577	$	480

The table below includes activity related to the Company’s portfolio of equity and other investments. Gains and losses on equity and other investments are recognized in other non-operating income, net in the consolidated statements of income.


	Three months ended				Six months ended
(in millions)	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Proceeds from sales	$	2	$	—	$	2	$	2
Gross gains	2		14		14		14
Gross losses	(2)		—		(2)		—
Impairment losses recognized	—		(2)		(2)		(3)

The net gains recognized for the three months ended October 30, 2020 were not significant, and the net gains recognized for the six months ended October 30, 2020 were $12 million, comprised of unrealized gains on equity securities and other investments still held at October 30, 2020. The net gains recognized for the three and six months ended October 25, 2019 were $14 million comprised of unrealized gains on equity securities and other investments still held at October 25, 2019. There were no impairment charges incurred on the Company's equity securities, equity method investments, and other investments during the three months ended October 30, 2020. Impairment charges incurred on the Company's equity securities, equity method investments, and other investments during the six months ended October 30, 2020 and the three and six months ended October 25, 2019 were not significant.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

7. Financing Arrangements

Commercial Paper

The Company maintains commercial paper programs that allow the Company to issue U.S. dollar or Euro-denominated unsecured commercial paper notes. The aggregate amount outstanding at any time under the commercial paper programs may not exceed the equivalent of $3.5 billion. No commercial paper was outstanding at both October 30, 2020 and April 24, 2020. 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 unsecured revolving credit facility (Credit Facility), which provides back-up funding for the commercial paper programs described above. The Credit Facility includes a multi-currency borrowing feature for certain specified foreign currencies. At October 30, 2020 and April 24, 2020, no amounts were outstanding under the Credit Facility.

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 agreement also contains customary covenants, all of which the Company was in compliance with at October 30, 2020.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Debt Obligations

The Company's debt obligations consisted of the following:


(in millions)	Maturity by Fiscal Year	October 30, 2020		April 24, 2020
Current debt obligations	2021	$	4,041	$	2,776

Long-term debt
3.150 percent seven-year 2015 senior notes	2022	—		1,534
3.200 percent ten-year 2012 senior notes	2023	—		650
0.000 percent four-year 2019 senior notes	2023	886		815
0.375 percent four-year 2019 senior notes	2023	1,772		1,631
0.000 percent two-year 2020 senior notes	2023	1,477		—
2.750 percent ten-year 2013 senior notes	2023	—		530
2.950 percent ten-year 2013 senior notes	2024	—		310
3.625 percent ten-year 2014 senior notes	2024	—		432
3.500 percent ten-year 2015 senior notes	2025	1,890		2,700
0.250 percent seven-year 2019 senior notes	2026	1,181		1,087
0.000 percent five-year 2020 senior notes	2026	1,181		—
1.125 percent eight-year 2019 senior notes	2027	1,772		1,631
3.350 percent ten-year 2017 senior notes	2027	368		368
0.375 percent eight-year 2020 senior notes	2029	1,181		—
1.625 percent twelve-year 2019 senior notes	2031	1,181		1,087
1.000 percent thirteen-year 2019 senior notes	2032	1,181		1,087
0.750 percent twelve-year 2020 senior notes	2033	1,181		—
4.375 percent twenty-year 2015 senior notes	2035	1,932		1,932
6.550 percent thirty-year 2007 senior notes	2038	253		253
2.250 percent twenty-year 2019 senior notes	2039	1,181		1,087
6.500 percent thirty-year 2009 senior notes	2039	158		158
1.500 percent twenty-year 2019 senior notes	2040	1,181		1,087
5.550 percent thirty-year 2010 senior notes	2040	224		224
1.375 percent twenty-year 2020 senior notes	2041	1,181		—
4.500 percent thirty-year 2012 senior notes	2042	105		105
4.000 percent thirty-year 2013 senior notes	2043	305		305
4.625 percent thirty-year 2014 senior notes	2044	127		127
4.625 percent thirty-year 2015 senior notes	2045	1,813		1,813
1.750 percent thirty-year 2019 senior notes	2050	1,181		1,087
1.625 percent thirty-year 2020 senior notes	2051	1,181		—
Bank borrowings	2022	43		55
Finance lease obligations	2022 - 2035	56		45
Deferred financing costs	2021 - 2051	(133)		(104)
Debt discount, net	2021 - 2051	(72)		(15)
Long-term debt		$	25,967	$	22,021

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Senior Notes

The Company has outstanding unsecured senior obligations, described as senior notes in the tables 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 October 30, 2020.

In June 2019, Medtronic Luxco issued six tranches of Euro-denominated Senior Notes with an aggregate principal of €5.0 billion, with maturities ranging from fiscal year 2021 to fiscal year 2050, resulting in cash proceeds of approximately $5.6 billion, net of discounts and issuance costs. The Company used the net proceeds of the offering to fund the cash tender offer and early redemption of $5.2 billion of Medtronic Inc., CIFSA, and Medtronic Luxco Senior Notes for $5.6 billion of total consideration. The Company recognized a loss on debt extinguishment of $413 million during the first quarter of fiscal year 2020, which primarily included cash premiums and accelerated amortization of deferred financing costs and debt discounts and premiums. The loss was recognized in interest expense in the consolidated statement of income for the six months ended October 25, 2019.

In September 2020, Medtronic Luxco issued an additional six tranches of Euro-denominated Senior Notes with an aggregate principal of €6.3 billion, with maturities ranging from fiscal year 2023 to fiscal year 2051, resulting in cash proceeds of approximately $7.2 billion, net of discounts and issuance costs. The Company used the net proceeds of the offering to fund the early redemption of $4.3 billion of Medtronic Inc. and CIFSA Senior Notes and €1.5 billion of Medtronic Luxco Senior Notes for $6.3 billion of total consideration in October 2020. Additionally, the Company intends to use the proceeds to repay its €750 million floating rate senior notes at maturity in March 2021. The Company recognized a loss on debt extinguishment of $308 million during the current quarter, which primarily included cash premiums and accelerated amortization of deferred financing costs and debt discounts and premiums. The loss was recognized in interest expense in the consolidated statements of income for the three and six months ended October 30, 2020.

The Euro-denominated debt issued in June 2019 and September 2020 is designated as a net investment hedge of certain of the Company's European operations. Refer to Note 8 for additional information regarding the net investment hedge.

Term Loan Agreements

On May 12, 2020, Medtronic Luxco entered into a term loan agreement (Loan Agreement) by and among Medtronic Luxco, Medtronic plc, Medtronic, Inc., and Mizuho Bank, Ltd. as administrative agent and as lender. The Loan Agreement provides an unsecured term loan in an aggregate principal amount of up to ¥300 billion, or approximately $2.8 billion, with a term of six months, which may be extended for an additional six months at Medtronic Luxco’s option. On May 13, 2020, Medtronic Luxco borrowed the entire amount of the term loan under the Loan Agreement. Borrowings under the Loan Agreement will bear interest at the TIBOR Rate (as defined in the Loan Agreement) plus a margin of 0.50% per annum. Medtronic plc and Medtronic, Inc. have guaranteed the obligations of Medtronic Luxco under the Loan Agreement. On November 12, 2020, the Company exercised its option to extend the term loan for an additional six months. The Japanese Yen-denominated debt is designated as a net investment hedge of certain of our Japanese operations.

Financial Instruments Not Measured at Fair Value

At October 30, 2020, the estimated fair value of the Company’s Senior Notes was $29.9 billion compared to a principal value of $27.0 billion. At April 24, 2020, the estimated fair value was $27.1 billion compared to a principal value of $24.5 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 hedging activity.

8. Derivatives and Currency Exchange Risk Management

The Company uses operational and economic hedges, including 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. Currencies of our derivative instruments include the Euro, Japanese Yen, Chinese Yuan, and others. 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 $18.5 billion and $11.9 billion at October 30, 2020 and April 24, 2020, respectively.

The Company also uses derivative and non-derivative instruments to manage the impact of currency exchange rate changes on net investments in foreign currency-denominated operations. 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 and statements of income.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Freestanding Derivative Contracts

Freestanding derivative contracts are primarily 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. The gross notional amount of the Company's freestanding currency exchange rate contracts outstanding at October 30, 2020 and April 24, 2020 was $10.7 billion and $4.9 billion, respectively. The Company's freestanding currency exchange rate contracts 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 Company also uses total return swaps to hedge the liability of a non-qualified, deferred compensation plan. The gross notional amount of the Company's total return swaps outstanding at October 30, 2020 and April 24, 2020 was $197 million and $181 million, respectively. The Company's total return swaps are not designated as hedges, and therefore, changes in the value of these instruments are recognized in earnings. The cash flows related to the Company's freestanding derivative contracts are reported as operating activities in the consolidated statements of cash flows.

The amounts and classification of the (gains) losses in the consolidated statements of income related to derivative instruments not designated as hedging instruments for the three and six months ended October 30, 2020 and October 25, 2019 were as follows:


		Three months ended				Six months ended
(in millions)	Classification	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Currency exchange rate contracts	Other operating expense, net	$	(2)	$	(12)	$	125	$	(6)
Total return swaps	Other operating expense, net	(1)		1		(28)		(4)
Total		$	(3)	$	(11)	$	97	$	(10)

Cash Flow Hedges

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. The gross notional amount of these contracts, designated as cash flow hedges, outstanding at October 30, 2020 and April 24, 2020 was $7.8 billion and $7.0 billion, respectively, and will mature within the subsequent three-year period. For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive loss. The gain or loss on the derivative instrument is reclassified into earnings and is included in other operating expense, net in the consolidated statements of income in the same period or periods during which the hedged transaction affects earnings. Amounts excluded from the measurement of hedge effectiveness are recognized in earnings in the current period. The cash flows related to all of the Company's derivative instruments designated as cash flow hedges are reported as operating activities in the consolidated statements of cash flows. No components of the hedge contracts were excluded in the measurement of hedge effectiveness, and no forward contracts designated as cash flow hedges were derecognized or discontinued during the three and six months ended October 30, 2020 and October 25, 2019.

The amount of the (gains) losses recognized in accumulated other comprehensive loss (AOCI) related to the currency exchange rate contract derivative instruments designated as cash flow hedges for the three and six months ended October 30, 2020 and October 25, 2019 were as follows:


	Three months ended				Six months ended
(in millions)	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Currency exchange rate contracts	$	63	$	(76)	$	451	$	(103)

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The amount of the (gains) losses recognized in the consolidated statements of income related to derivative instruments designated as cash flow hedges for the three and six months ended October 30, 2020 and October 25, 2019 were as follows:


	Three months ended				Six months ended
	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
(in millions)	Other operating expense, net		Other operating expense, net		Other operating expense, net		Other operating expense, net
Total amounts of income and expense line items presented in the consolidated statements of income in which the effects of cash flow hedges are recorded	$	149	$	149	$	35	$	127



Currency exchange rate contracts designated as cash flow hedges:
Amount of gain reclassified from AOCI into income	(2)		(68)		(55)		(125)

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 gains or losses on forward starting interest rate derivative instruments that are designated and qualify as cash flow hedges are 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 gains or losses are then reclassified into interest expense over the term of the related debt. For the three and six months ended October 30, 2020 and October 25, 2019, the reclassifications of net (gains) losses on forward starting interest rate derivative instruments from accumulated other comprehensive loss to interest expense were not significant.

At October 30, 2020 and April 24, 2020, the Company had $129 million in after-tax net unrealized losses and $266 million in after-tax net unrealized gains, respectively, associated with cash flow hedging instruments recorded in accumulated other comprehensive loss. The Company expects that $34 million of after-tax net unrealized losses at October 30, 2020 will be recognized in the consolidated statements of income over the next 12 months.

Net Investment Hedges

The Company has designated Euro-denominated and Japanese Yen-denominated debt as net investment hedges of certain of its European and Japanese operations to manage the exposure to currency and exchange rate movements for foreign currency-denominated net investments in foreign operations. At October 30, 2020, the Company had €16.0 billion, or $18.9 billion, of outstanding Euro-denominated debt designated as a hedge of its net investment in certain of its European operations, and ¥300 billion, or $2.9 billion, of outstanding Yen-denominated debt designated as a hedge of its net investment in certain of its Japanese operations. The Euro-denominated debt will mature in fiscal years 2023 through 2051 and the Yen-denominated debt will mature in fiscal year 2022.

Additionally, during the first quarter of fiscal year 2020, the Company entered into and settled forward currency exchange rate contracts to manage the exposure to exchange rate movements in anticipation of the issuance of Euro-denominated senior notes. Certain of these forward currency exchange rate contracts were designated as a net investment hedge of certain of the Company's European operations. These contracts matured in conjunction with the issuance of Euro-denominated debt in the first quarter of fiscal year 2020.

For instruments that are designated and qualify as net investment hedges, the gains or losses are reported as a component of accumulated other comprehensive loss. The gains or losses are reclassified into earnings upon a liquidation event or deconsolidation of the foreign subsidiary. Amounts excluded from the assessment of effectiveness are recognized in other operating expense, net. The cash flows related to the Company's derivative instruments designated as net investment hedges are reported as investing activities in the consolidated statements of cash flows.

At October 30, 2020 and April 24, 2020, the Company had $1.0 billion in after-tax unrealized losses and $236 million in after-tax unrealized gains, respectively, associated with net investment hedges recorded in accumulated other comprehensive loss. The Company does not expect any of the after-tax unrealized gains at October 30, 2020 to be recognized in the consolidated statements of income over the next 12 months.

The Company did not recognize any gains or losses during the three and six months ended October 30, 2020 or October 25, 2019 on instruments that no longer qualify as net investment hedges.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The amount and classifications of the (gains) losses recognized in the consolidated statements of income for the portion of the net investment hedges excluded from the measurement of hedge effectiveness were as follows:


		Three months ended				Six months ended
(in millions)	Classification	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Net investment hedges	Other operating expense, net	$	—	$	—	$	—	$	7

The amount of the (gains) losses recognized in AOCI related to instruments designated as net investment hedges for the three and six months ended October 30, 2020 and October 25, 2019 were as follows:


	Three months ended				Six months ended
(in millions)	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Net investment hedges	$	164	$	(53)	$	1,276	$	(152)

Balance Sheet Presentation

The following tables summarize the balance sheet classification and fair value of derivative instruments included in the consolidated balance sheets at October 30, 2020 and April 24, 2020. 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.


	October 30, 2020
	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	Other current assets	$	44	Other accrued expenses	$	88

Currency exchange rate contracts	Other assets	6		Other liabilities	70
Total derivatives designated as hedging instruments		50			158
Derivatives not designated as hedging instruments
Currency exchange rate contracts	Other current assets	33		Other accrued expenses	43
Total return swaps	Other current assets	2		Other accrued expenses	—
Cross-currency interest rate contracts	Other current assets	2		Other accrued expenses	—


Total derivatives not designated as hedging instruments		37			43
Total derivatives		$	87		$	201


	April 24, 2020
	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	Other current assets	$	271	Other accrued expenses	$	2

Currency exchange rate contracts	Other assets	103		Other liabilities	2
Total derivatives designated as hedging instruments		374			4
Derivatives not designated as hedging instruments
Currency exchange rate contracts	Other current assets	25		Other accrued expenses	13
Total return swaps	Other current assets	—		Other accrued expenses	25
Cross-currency interest rate contracts	Other current assets	3		Other accrued expenses	—

Total derivatives not designated as hedging instruments		28			38
Total derivatives		$	402		$	42

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.


	October 30, 2020				April 24, 2020
(in millions)	Level 1		Level 2			Level 1		Level 2
Derivative assets	$	83	$	4		$	399	$	3
Derivative liabilities	201		—			17		25

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 cash flows related to collateral posted and received are reported gross as investing and financing activities, respectively, in the consolidated statements of cash flows.

The following tables provide 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.


	October 30, 2020
			Gross Amount Not Offset on the Balance Sheet
(in millions)	Gross Amount of Recorded Assets (Liabilities)		Financial Instruments		Cash Collateral Posted (Received)		Net Amount
Derivative assets:
Currency exchange rate contracts	$	83	$	(80)	$	—	$	3

Cross-currency interest rate contracts	2		—		—		2
Total return swaps	2		—		—		2
	87		(80)		—		7
Derivative liabilities:
Currency exchange rate contracts	(201)		80		17		(104)




Total	$	(114)	$	—	$	17	$	(97)


	April 24, 2020
			Gross Amount Not Offset on the Balance Sheet
(in millions)	Gross Amount of Recorded Assets (Liabilities)		Financial Instruments		Cash Collateral Posted (Received)		Net Amount
Derivative assets:
Currency exchange rate contracts	$	399	$	(17)	$	(48)	$	334

Cross-currency interest rate contracts	3		—		—		3


	402		(17)		(48)		337
Derivative liabilities:
Currency exchange rate contracts	(17)		17		—		—


Total return swaps	(25)		—		—		(25)
	(42)		17		—		(25)
Total	$	360	$	—	$	(48)	$	312

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

9. Inventories

Inventory balances, net of reserves, were as follows:


(in millions)	October 30, 2020		April 24, 2020
Finished goods	$	2,944	$	2,874
Work in-process	647		608
Raw materials	893		747
Total	$	4,484	$	4,229

10. Goodwill and Other Intangible Assets

Goodwill

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


(in millions)	Cardiac and Vascular Group		Minimally Invasive Therapies Group		Restorative Therapies Group		Diabetes Group		Total
April 24, 2020	$	6,831	$	20,176	$	10,920	$	1,914	$	39,841
Goodwill as a result of acquisitions	—		—		35		346		381
Purchase accounting adjustments	—		—		3		—		3
Currency translation and other	95		772		119		1		987
October 30, 2020	$	6,926	$	20,948	$	11,077	$	2,261	$	41,212

The Company assesses goodwill for impairment annually as of the first day of 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 not recognize any goodwill impairment during the three and six months ended October 30, 2020 or October 25, 2019.

Intangible Assets

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


	October 30, 2020				April 24, 2020
(in millions)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Definite-lived:
Customer-related	$	17,017	$	(5,567)	$	16,963	$	(5,065)
Purchased technology and patents	11,041		(4,767)		10,742		(4,354)
Trademarks and tradenames	469		(241)		464		(232)
Other	78		(58)		75		(53)
Total	$	28,605	$	(10,633)	$	28,244	$	(9,704)
Indefinite-lived:
IPR&D	$	440	$	—	$	523	$	—

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 value of an intangible asset (asset group) may not be recoverable. When events or changes in circumstances indicate that the carrying value 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 not recognize any definite-lived intangible asset charges during the three and six months ended October 30, 2020. The Company recognized $33 million of definite-lived intangible asset charges during the three and six months ended October 25, 2019 in connection with exit of businesses within the Restorative Therapies Group segment. Intangible asset impairment charges are recognized in other operating expense, net in the consolidated statements of income.

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 value may be impaired. The Company did not recognize any indefinite-lived intangible asset impairments during the three and six months ended October 30, 2020 or October 25, 2019. 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 clinical trials, delays or failures to obtain required market clearances, other failures to achieve a commercially viable product, or the discontinuation of certain projects, and as a result, may recognize impairment losses in the future.

Amortization Expense

Intangible asset amortization expense for the three months ended October 30, 2020 and October 25, 2019 was $443 million and $441 million, respectively. For the six months ended October 30, 2020 and October 25, 2019, intangible asset amortization expense was $884 million and $881 million, respectively. Estimated aggregate amortization expense by fiscal year based on the carrying value of definite-lived intangible assets at October 30, 2020, excluding any possible future amortization associated with acquired IPR&D which has not yet met technological feasibility, is as follows:


(in millions)	Amortization Expense
Remaining 2021	$	888
2022	1,738
2023	1,674
2024	1,643
2025	1,617
2026	1,604

11. Income Taxes

The Company's effective tax rate for the three and six months ended October 30, 2020 was 5.9 percent and 11.2 percent, respectively, as compared to (6.0) percent and 1.0 percent for the three and six months ended October 25, 2019, respectively. The increase in the effective tax rate for the three and six months ended October 30, 2020, as compared to the corresponding periods in the prior fiscal year, was primarily due to the impact of certain tax adjustments and year-over-year changes in operational results by jurisdiction.

Certain Tax Adjustments

During the three months ended October 30, 2020, the cost from certain tax adjustments of $16 million, recognized in income tax provision (benefit) in the consolidated statements of income, included a cost of $16 million associated with the amortization of the previously established deferred tax assets from intercompany intellectual property transactions.

During the six months ended October 30, 2020, the net cost from certain tax adjustments of $20 million, recognized in income tax provision (benefit) in the consolidated statements of income, included the following:

•A benefit of $3 million associated with the finalization of an intercompany sale of intellectual property and the establishment of a deferred tax asset. The cumulative amount of deferred tax benefit previously recognized from intercompany intellectual property transactions and recorded as Certain Tax Adjustments is $1.5 billion. The corresponding deferred tax assets will be amortized over a period of approximately 20 years.

•A cost of $23 million associated with the amortization of the previously established deferred tax assets from intercompany intellectual property transactions.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

During the three months ended October 25, 2019, the benefit from certain tax adjustments of $251 million, recognized in income tax provision (benefit) in the consolidated statements of income, included a benefit of $251 million related to tax legislative changes in Switzerland which abolished certain preferential tax regimes the Company benefited from and replaced them with a new set of internationally accepted measures. The legislation provided for higher effective tax rates but allowed for a transitional period whereby an amortizable asset was created for Swiss federal income tax purposes which will be amortized and deducted over a 10-year period.

During the six months ended October 25, 2019, the net benefit from certain tax adjustments of $281 million, recognized in income tax provision (benefit) in the consolidated statements of income, included the following:

•A net benefit of $30 million related to U.S. Treasury’s issuance of certain Final Regulations associated with U.S. Tax Reform. The primary impact of these regulations resulted in the re-establishment of our permanently reinvested assertion on certain foreign earnings and reversing the previously accrued tax liability. This benefit was partially offset by additional tax associated with a previously executed internal reorganization of certain foreign subsidiaries.

•A benefit of $251 million related to tax legislative changes in Switzerland which abolished certain preferential tax regimes the Company benefited from and replaced them with a new set of internationally accepted measures. The legislation provided for higher effective tax rates but allowed for a transitional period whereby an amortizable asset was created for Swiss federal income tax purposes which will be amortized and deducted over a 10-year period.

At both October 30, 2020 and April 24, 2020, the Company's gross unrecognized tax benefits were $1.9 billion. In addition, the Company had accrued gross interest and penalties of $251 million at October 30, 2020. If all the Company’s unrecognized tax benefits were recognized, approximately $1.8 billion would impact the Company’s effective tax rate. At October 30, 2020 and April 24, 2020, the amount of the Company's gross unrecognized tax benefits recorded as a noncurrent liability within accrued income taxes on the consolidated balance sheets was $940 million and $911 million, respectively. The Company recognizes interest and penalties related to income tax matters within income tax provision (benefit) in the consolidated statements of income and records the liability within either current or noncurrent accrued income taxes on the consolidated balance sheets.

Refer to 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 with the proceeds from issuance of the potentially dilutive shares. Potentially dilutive ordinary shares include stock-based awards granted under stock-based compensation plans and shares committed to be purchased under the employee stock purchase plan.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

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


	Three months ended				Six months ended
(in millions, except per share data)	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Numerator:
Net income attributable to ordinary shareholders	$	489	$	1,364	$	976	$	2,228
Denominator:
Basic – weighted average shares outstanding	1,344.4		1,340.8		1,343.1		1,340.8
Effect of dilutive securities:
Employee stock options	5.9		8.0		5.3		7.4
Employee restricted stock units	1.8		2.6		2.3		3.1
Other	—		—		0.4		0.3
Diluted – weighted average shares outstanding	1,352.1		1,351.4		1,351.1		1,351.6

Basic earnings per share	$	0.36	$	1.02	$	0.73	$	1.66
Diluted earnings per share	$	0.36	$	1.01	$	0.72	$	1.65

The calculation of weighted average diluted shares outstanding excludes options to purchase approximately 8 million ordinary shares for both the three and six months ended October 30, 2020, and 4 million ordinary shares for both the three and six months ended October 25, 2019, because their effect would have been anti-dilutive on the Company’s earnings per share.

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 and six months ended October 30, 2020 and October 25, 2019:


	Three months ended				Six months ended
(in millions)	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Stock options	$	43	$	31	$	51	$	40
Restricted stock	88		71		138		113

Employee stock purchase plan	9		6		21		16
Total stock-based compensation expense	$	140	$	108	$	210	$	169

Cost of products sold	$	14	$	10	$	21	$	16
Research and development expense	15		13		23		20
Selling, general, and administrative expense	111		85		166		133
Total stock-based compensation expense	140		108		210		169
Income tax benefits	(24)		(19)		(36)		(29)
Total stock-based compensation expense, net of tax	$	116	$	89	$	174	$	140

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

14. Retirement Benefit Plans

The Company sponsors various retirement benefit plans, including defined benefit pension plans, 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 and six months ended October 30, 2020 and October 25, 2019:


	U.S.				Non-U.S.
	Three months ended				Three months ended
(in millions)	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Special termination benefits	$	80	$	—	$	—	$	—
Service cost	27		26		17		15
Interest cost	27		32		7		7
Expected return on plan assets	(61)		(56)		(14)		(15)
Amortization of net actuarial loss	17		14		6		4

Net periodic benefit cost	$	90	$	16	$	16	$	11


	U.S.				Non-U.S.
	Six months ended				Six months ended
(in millions)	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Special termination benefits	$	80	$	—	$	—	$	—
Service cost	54		52		34		30
Interest cost	54		64		13		14
Expected return on plan assets	(122)		(112)		(28)		(30)
Amortization of net actuarial loss	35		28		12		7

Net periodic benefit cost	$	101	$	32	$	31	$	21

Components of net periodic benefit cost other than the service component are recognized in other non-operating income, net in the consolidated statements of income.

During fiscal year 2021, as part of the Simplification restructuring program, the Company offered certain eligible U.S. employees voluntary early retirement packages, resulting in incremental expense of $97 million recognized during the three and six months ended October 30, 2020. Of this amount, $80 million related to U.S. pension benefits, $11 million related to defined contribution plans, $4 million related to U.S. post-retirement benefits, and $2 million related to cash payments and administrative fees. See Note 5 for additional information on the Simplification restructuring program.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

15. Accumulated Other Comprehensive Loss

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


(in millions)	Unrealized Gain (Loss) on Investment Securities		Cumulative Translation Adjustments		Net Investment Hedges		Net Change in Retirement Obligations		Unrealized Gain (Loss) on Cash Flow Hedges		Total Accumulated Other Comprehensive (Loss) Income
April 24, 2020	$	—	$	(2,210)	$	236	$	(1,852)	$	266	$	(3,560)
Other comprehensive income (loss) before reclassifications	114		1,255		(1,276)		(14)		(359)		(280)
Reclassifications	(1)		—		—		34		(36)		(3)
Other comprehensive income (loss)	113		1,255		(1,276)		20		(395)		(283)
October 30, 2020	$	113	$	(955)	$	(1,040)	$	(1,832)	$	(129)	$	(3,843)


(in millions)	Unrealized (Loss) Gain on Investment Securities		Cumulative Translation Adjustment		Net Investment Hedges		Net Change in Retirement Obligations		Unrealized Gain (Loss) on Cash Flow Hedges		Total Accumulated Other Comprehensive (Loss) Income
April 26, 2019	$	(45)	$	(1,383)	$	(169)	$	(1,308)	$	194	$	(2,711)
Other comprehensive income before reclassifications	68		(148)		152		(1)		82		153
Reclassifications	5		—		—		26		(84)		(53)
Other comprehensive income (loss)	73		(148)		152		25		(2)		100

October 25, 2019	$	28	$	(1,531)	$	(17)	$	(1,283)	$	192	$	(2,611)

The income tax on gains and losses on investment securities in other comprehensive income before reclassifications during the six months ended October 30, 2020 and October 25, 2019 was an expense of $31 million and $1 million, respectively. There was no income tax on gains and losses on investment securities reclassified from AOCI for the six months ended October 30, 2020. During the six months ended October 25, 2019, realized gains and losses on investment securities reclassified from AOCI were reduced by income taxes of $2 million. When realized, gains and losses on investment securities reclassified from AOCI are recognized within other non-operating income, net. Refer to Note 6 to the consolidated financial statements for additional information.

The income tax on cumulative translation adjustment for the six months ended October 30, 2020, was an expense of $4 million. For the six months ended October 25, 2019, there was no income tax on cumulative translation adjustment.

During the six months ended October 30, 2020 and October 25, 2019, there were no tax impacts on net investment hedges. Refer to Note 8 to the consolidated financial statements for additional information.

The net change in retirement obligations in other comprehensive income includes amortization of net actuarial losses included in net periodic benefit cost. During the six months ended October 30, 2020, the net change in retirement obligations in other comprehensive income before reclassifications resulted in an income tax benefit of $5 million. During the six months ended October 25, 2019, there was no income tax impact on the net change in retirement obligations in other comprehensive income before reclassifications. During the six months ended October 30, 2020 and October 25, 2019, the gains and losses on defined benefit and pension items reclassified from AOCI were reduced by income taxes of $8 million and $6 million, respectively. When realized, net gains and losses on defined benefit and pension items reclassified from AOCI are recognized within other non-operating income, net. Refer to Note 14 to the consolidated financial statements for additional information.

The income tax on unrealized gains and losses on cash flow hedges in other comprehensive income before reclassifications during the six months ended October 30, 2020 and October 25, 2019 was a benefit of $93 million and an expense of $21 million, respectively. During the six months ended October 30, 2020 and October 25, 2019, gains and losses on cash flow hedges reclassified from AOCI were reduced by income taxes of $10 million and $26 million, respectively. When realized, gains and losses on currency exchange rate contracts reclassified from AOCI are recognized within other operating expense, net, and gains and losses on forward starting interest rate derivatives reclassified from AOCI are recognized within interest expense. Refer to Note 8 to the consolidated financial statements for additional information.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

16. Commitments and Contingencies

Legal Matters

The Company and its affiliates are involved in a number of legal actions involving product liability, intellectual property and commercial disputes, shareholder related matters, environmental proceedings, 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 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. The Company classifies litigation charges and gains related to significant legal matters as certain litigation charges. During the three and six months ended October 30, 2020, the Company recognized charges of $84 million and a net benefit of $4 million, respectively, primarily due to favorable settlements in the first quarter of fiscal year 2021, partially offset by charges recognized in the second quarter of fiscal year 2021. During the three and six months ended October 25, 2019, the Company recognized $121 million and $168 million, respectively, of certain litigation charges. At October 30, 2020 and April 24, 2020, accrued litigation was approximately $0.4 billion and $0.5 billion, respectively. The ultimate cost to the Company with respect to accrued litigation 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 litigation in other accrued expenses and other liabilities on the consolidated balance sheets. While it is not possible to predict the outcome for most of the legal matters discussed below, the Company believes it is possible that the costs 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

Pelvic Mesh Litigation

The Company 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 16,200 claimants have asserted or may assert claims involving products manufactured by Covidien’s subsidiaries. As of November 4, 2020, the Company had reached agreements to settle approximately 15,900 of these claims. The Company's accrued expenses for this matter are included within accrued litigation as discussed above.

Hernia Mesh Litigation

During fiscal year 2020, plaintiffs filed lawsuits against certain subsidiaries of the Company in U.S. state and federal courts alleging personal injury from hernia mesh products sold by those subsidiaries. The majority of the pending cases are in Massachusetts state court, where they have been consolidated before a single judge. Certain plaintiffs' law firms have advised the Company that they may file additional cases in the future. The pending lawsuits relate to hernia mesh products that have not been subject to recalls, withdrawals or other adverse regulatory action. The Company has not recorded an expense related to damages 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.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

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 six of the asserted patents, leaving a single asserted patent. The court has scheduled this matter for a bench trial in the first half of calendar year 2021. 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.

Sasso

The Company is involved in litigation in Indiana relating to certain patent and royalty disputes with Dr. Sasso under agreements originally entered into in 1999 and 2001. On November 28, 2018, a jury in Indiana state court returned a verdict against the Company for approximately $112 million. The Company has strong arguments to appeal the verdict and has filed post-trial motions and appeals with the appropriate appellate courts. The Company's accrued expenses for this matter are included within accrued litigation as discussed above.

Shareholder Related 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 Merenstein and Steiner matters were consolidated and in December 2014, the plaintiffs filed a preliminary injunction motion seeking to enjoin the Covidien transaction. On March 20, 2015, the District Court issued an order and opinion granting Medtronic’s motion to dismiss the case. In May 2015, the plaintiffs filed an appeal, and, in January 2016, the Minnesota State Court of Appeals affirmed in part, and reversed in part. On April 19, 2016 the Minnesota Supreme Court granted the Company’s petition to review the issue of whether most of the original claims are properly characterized as direct or derivative under Minnesota law. In August 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, which are ongoing. In April 2020, the District Court issued an order and opinion denying the plaintiffs' motion for class certification. In June 2020, the Minnesota State Court of Appeals denied the plaintiffs' request to review the District Court's denial of class certification, and in September 2020, the Minnesota Supreme Court denied the plaintiffs' request to review the Court of Appeals decision. 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.

Environmental Proceedings

The Company 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.

The Company is a successor to a company that 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.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Since the early 2000s, the Company or its predecessors have 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 the Company's predecessor 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.

Following a trial in March 2002, the Court held that conditions in the Penobscot River and Bay may pose an imminent and substantial endangerment and that the Company’s predecessor was liable for the cost of performing a study of the River and Bay. Following a second trial in June 2014, the Court ordered that further engineering study and engineering design work was needed to determine the nature and extent of remediation in the Penobscot River and Bay. The Court also appointed an engineering firm to conduct such studies and issue a report on potential remediation alternatives. In connection with these proceedings, reports have been produced including a variety of cost estimates for a variety of potential remedial options. A third trial to determine the course of remediation to be pursued is scheduled to occur in fiscal year 2021.

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

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. 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 reviewed this dispute, and on June 9, 2016, issued its opinion with respect to the allocation of income between the parties 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. 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. Oral argument for the Appeal occurred on March 14, 2018. The 8th Circuit Court of Appeals issued their opinion on August 16, 2018 and remanded the case back to the U.S. Tax Court for additional factual findings. The U.S. Tax Court trial is scheduled to occur in June of 2021.

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. The remaining unresolved issue for fiscal years 2007 and 2008 relates to 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. The remaining unresolved issue for fiscal years 2009, 2010, and 2011 relates to 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.

Subsequent to quarter-end, in November 2020, the IRS issued its audit report on Medtronic, Inc. for fiscal years 2015 and 2016. Medtronic, Inc. reached agreement with the IRS on some but not all matters related to these fiscal years. The significant issue that remains unresolved relates to 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.

Medtronic, Inc.’s fiscal years 2017, 2018, and 2019 U.S. federal income tax returns are currently being audited by the IRS.

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 2012. The statute of limitations for Covidien’s 2013 and 2014 U.S. federal income tax returns lapsed during the first quarter of fiscal years 2018 and 2019, respectively. Covidien's fiscal year 2015 U.S. federal income tax returns are currently being audited by the IRS. The statute of limitations for Covidien's 2016 U.S. federal income tax return lapsed during the third quarter of fiscal year 2020.

While it is not possible to predict the outcome for most of the income tax matters discussed above, 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.

Refer to Note 11 for additional discussion of income taxes.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Guarantees

As part of the Company’s sale of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses to Cardinal on July 29, 2017, the Company has indemnified Cardinal for certain contingent tax liabilities related to the divested businesses that existed prior to the date of divestiture. The actual amounts that the Company may be required to ultimately accrue or pay could vary depending upon the outcome of the unresolved tax matters.

In the normal course of business, the Company and/or its affiliates periodically enter into agreements that require one or more of the Company and/or its affiliates to indemnify customers or suppliers for specific risks, such as claims for injury or property damage arising as a result of the Company or its affiliates’ products, the negligence of the Company's personnel, or claims alleging that the Company's products infringe on third-party patents or other intellectual property. The Company also offers warranties on various products. The Company’s maximum exposure under these guarantees is unable to be estimated. Historically, the Company has not experienced significant losses on these types of guarantees.

The Company believes the ultimate resolution of the above guarantees is not expected to have a material effect on the Company’s consolidated earnings, financial position, and/or cash flows.

17. Segment and Geographic Information

Segment disclosures are on a performance basis consistent with internal management reporting. Net sales of the Company's reportable segments include end-customer revenues from the sale of products the segment develops, manufactures, and distributes. There are certain corporate and centralized expenses that are not allocated to the segments.

The Company’s management evaluates performance of the segments and allocates resources based on net sales and segment operating profit. Segment operating profit represents income before income taxes, excluding interest expense, amortization of intangible assets, centralized distribution costs, non-operating income or expense items, certain corporate charges, and other items not allocated to the segments.

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 24, 2020. Certain depreciable assets may be recorded by one segment, while the depreciation expense is allocated to another segment. The allocation of depreciation expense is based on the proportion of the assets used by each segment.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The following tables present reconciliations of financial information from the segments to the applicable line items in the Company's consolidated financial statements:

Segment Operating Profit


	Three months ended				Six months ended
(in millions)	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Cardiac and Vascular Group	$	992	$	1,128	$	1,751	$	2,183
Minimally Invasive Therapies Group	775		823		1,230		1,593
Restorative Therapies Group	805		840		1,327		1,633
Diabetes Group	132		148		235		297
Segment operating profit	2,704		2,939		4,543		5,706
Interest expense	(470)		(165)		(641)		(774)
Other non-operating income, net	65		108		147		209
Amortization of intangible assets	(443)		(441)		(884)		(881)
Corporate	(460)		(350)		(825)		(657)
Centralized distribution costs	(542)		(424)		(940)		(768)
Restructuring and associated costs	(179)		(94)		(307)		(218)
Acquisition-related items	(37)		(27)		68		(46)
Certain litigation charges, net	(84)		(121)		4		(168)
IPR&D charges	(10)		—		(19)		—
Exit of businesses	—		(41)		—		(41)
Debt tender premium and other charges	—		—		—		7
Medical device regulations	(19)		(10)		(37)		(18)
Contribution to Medtronic Foundation	—		(80)		—		(80)

Income before income taxes	$	525	$	1,294	$	1,109	$	2,271

Geographic Information

Net sales are attributed to the country based on the location of the customer taking possession of the products or in which the services are rendered. The following table presents net sales for the three and six months ended October 30, 2020 and October 25, 2019 for the Company's country of domicile, countries with significant concentrations, and all other countries:


	Three months ended				Six months ended
(in millions)	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Ireland	$	24	$	23	$	49	$	43

United States	4,054		4,129		7,405		8,046
Rest of world	3,569		3,554		6,700		7,110
Total other countries, excluding Ireland	7,623		7,683		14,105		15,156
Total	$	7,647	$	7,706	$	14,154	$	15,199

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 24, 2020. In addition, you should read this discussion along with our consolidated financial statements and related notes thereto at and for the three and six months ended October 30, 2020.

Financial Trends

Throughout this Management’s Discussion and Analysis, we present certain financial measures that we use 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 accounting principles generally accepted in the United States (U.S.) (U.S. GAAP). These financial measures are considered "non-GAAP financial measures" and are intended to supplement, and should not be considered as superior to, financial measures presented in accordance with U.S. GAAP. We generally use non-GAAP financial measures to facilitate management's review of the operational performance of the Company and as a basis for strategic planning. We believe that non-GAAP financial measures provide information useful to investors in understanding the Company's underlying operational performance and trends and may facilitate comparisons with the performance of other companies in the medical technologies industry.

As presented in the GAAP to Non-GAAP Reconciliations section below, our non-GAAP financial measures exclude the impact of certain charges or benefits that contribute to or reduce earnings and that may affect financial trends and include certain charges or benefits that result from transactions or events that we believe 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 reported. 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 income tax provision, adjusted for the impact of Non-GAAP Adjustments, as a percentage of income before 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 Reconciliations," "Income Taxes," and "Free Cash Flow" sections for reconciliations of the non-GAAP financial measures to their most directly comparable financial measures prepared in accordance with U.S. GAAP.

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. Our primary products include those for cardiac rhythm disorders, cardiovascular disease, advanced and general surgical care, respiratory and monitoring solutions, renal care, neurological disorders, spinal conditions and musculoskeletal trauma, urological and digestive disorders, and ear, nose, and throat, and diabetes conditions.

The global healthcare system is facing an unprecedented challenge as a result of the Covid-19 pandemic ("COVID-19" or the "pandemic"). COVID-19 is having, and may continue to have, an adverse impact on significant aspects of our Company and business, including the demand for our products, our operations, supply chains and distribution systems, and our ability to research and develop and bring to market new products and services. While most of our businesses have been affected by a decline in procedural volumes in the spring and early summer, as compared to the corresponding periods in the prior fiscal year, our results for the second quarter of fiscal year 2021 reflect our recovery to date from the depths of the pandemic that we experienced in April. Procedure volumes continued to recover in multiple markets around the world during the second quarter. While many countries are past their initial peak with COVID-19, many regions, including the U.S. and Europe, are now experiencing a second wave. To the extent individuals and hospital systems de-prioritize, delay or cancel deferrable medical procedures, our business, cash flows, financial condition and results of operations will continue to be negatively affected.

Further, COVID-19 is straining hospital systems around the world, resulting in adverse financial impacts to those systems, which has resulted in and may continue to result in reduced expenditures for capital equipment and other products and services we provide. As COVID-19 continues to impact hospital systems and other customers, we may encounter higher inventory levels which could result in inventory obsolescence due to excess and/or expired inventory. Additionally, the pandemic's impact on our customers may adversely impact the collectability of our current and future accounts receivable balance. COVID-19 has also disrupted and may continue to disrupt our product launches for our recently approved products and may negatively impact the regulatory approval of new products.

In addition, a significant number of our global suppliers, vendors, and distributors have been adversely affected by COVID-19, including employee absenteeism which may impact their operations. Therefore, although we work closely with our suppliers to try to ensure

continuity of supply while maintaining high quality and reliability, the supply of certain components, raw materials, and services has been and may continue to be interrupted, in certain instances, as a direct result of COVID-19.

We expect medical procedure recovery rates to continue to vary by therapy and country, and to be impacted by regional COVID-19 case volumes, hospital and clinical occupancy and staffing levels, patient’s willingness to schedule deferrable procedures, travel restrictions, transportation limitations, quarantine restrictions, and COVID-19 resurgence.

The following is a summary of revenue and diluted earnings per share for the three months ended October 30, 2020 and October 25, 2019 and operating cash flow for the six months ended October 30, 2020 and October 25, 2019:

GAAP to Non-GAAP Reconciliations The tables below present our GAAP to Non-GAAP reconciliations for the three and six months ended October 30, 2020 and October 25, 2019:


	Three months ended October 30, 2020
(in millions, except per share data)	Income Before Income Taxes		Income Tax Provision (Benefit)		Net Income Attributable to Medtronic		Diluted EPS(1)		Effective Tax Rate
GAAP	$	525	$	31	$	489	$	0.36	5.9	%
Non-GAAP Adjustments:
Restructuring and associated costs (2)	179		44		135		0.10		24.6
Acquisition-related items (3)	37		6		31		0.02		16.2
Certain litigation charges	84		21		63		0.05		25.0
(Gain)/loss on minority investments (4)	1		—		1		—		—
IPR&D charges (5)	10		2		8		0.01		20.0
Medical device regulations (6)	19		3		16		0.01		15.8
Amortization of intangible assets	443		70		373		0.28		15.8
Debt tender premium (7)	308		60		248		0.18		19.5
Certain tax adjustments, net (8)	—		(16)		16		0.01		—
Non-GAAP	$	1,606	$	221	$	1,380	$	1.02	13.8	%

	Three months ended October 25, 2019
(in millions, except per share data)	Income Before Income Taxes		Income Tax Provision (Benefit)		Net Income Attributable to Medtronic		Diluted EPS(1)		Effective Tax Rate
GAAP	$	1,294	$	(77)	$	1,364	$	1.01	(6.0)	%
Non-GAAP Adjustments:
Restructuring and associated costs (2)	94		16		78		0.06		17.0
Acquisition-related items (9)	27		4		23		0.02		14.8
Certain litigation charges	121		28		93		0.07		23.1
(Gain)/loss on minority investments (4)	(12)		(2)		(10)		(0.01)		16.7
Medical device regulations (6)	10		1		9		0.01		10.0
Exit of businesses (10)	41		6		35		0.03		14.6
Contribution to the Medtronic Foundation	80		18		62		0.05		22.5
Amortization of intangible assets	441		67		374		0.28		15.2
Certain tax adjustments, net (11)	—		251		(251)		(0.19)		—
Non-GAAP	$	2,096	$	312	$	1,777	$	1.31	14.9	%

(1)Amounts in this column have been intentionally rounded to the nearest $0.01 and, therefore, may not sum.

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

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

(4)We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.

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

(6)The charges represent incremental costs of complying with the new European Union medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses.

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

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

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

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

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


	Six months ended October 30, 2020
(in millions, except per share data)	Income Before Income Taxes		Income Tax Provision (Benefit)		Net Income Attributable to Medtronic		Diluted EPS(1)		Effective Tax Rate
GAAP	$	1,109	$	124	$	976	$	0.72	11.2	%
Non-GAAP Adjustments:
Restructuring and associated costs (2)	307		66		241		0.18		21.5
Acquisition-related items (3)	(68)		(24)		(44)		(0.03)		35.3
Certain litigation charges	(4)		2		(6)		—		(50.0)
(Gain)/loss on minority investments (4)	(9)		1		(10)		(0.01)		(11.1)
IPR&D charges (5)	19		3		16		0.01		15.8
Medical device regulations (6)	37		5		32		0.02		13.5
Amortization of intangible assets	884		141		743		0.55		16.0
Debt tender premium and other charges (7)	308		60		248		0.18		19.5
Certain tax adjustments, net	—		(20)		20		0.01		—
Non-GAAP	$	2,583	$	358	$	2,216	$	1.64	13.9	%

	Six months ended October 25, 2019
(in millions, except per share data)	Income Before Income Taxes		Income Tax Provision (Benefit)		Net Income Attributable to Medtronic		Diluted EPS(1)		Effective Tax Rate
GAAP	$	2,271	$	23	$	2,228	$	1.65	1.0	%
Non-GAAP Adjustments:
Restructuring and associated costs (2)	218		31		187		0.14		14.2
Acquisition-related items (8)	46		6		40		0.03		13.0
Certain litigation charges	168		32		136		0.10		19.0
(Gain)/loss on minority investments (4)	(11)		(2)		(9)		(0.01)		18.2
Debt tender premium and other charges (9)	406		86		320		0.24		21.2
Medical device regulations (6)	18		2		16		0.01		11.1
Exit of businesses (10)	41		6		35		0.03		14.6
Contribution to the Medtronic Foundation	80		18		62		0.05		22.5
Amortization of intangible assets	881		135		746		0.55		15.3
Certain tax adjustments, net (11)	—		281		(281)		(0.21)		—
Non-GAAP	$	4,118	$	618	$	3,480	$	2.57	15.0	%

(1)Amounts in this column have been intentionally rounded to the nearest $0.01 and, therefore, may not sum.

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

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

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

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

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

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

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

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

NET SALES

Segment and Division

The charts below illustrate the percent of net sales by division for the three months ended October 30, 2020 and October 25, 2019:

The table below illustrates net sales by segment and division for the three and six months ended October 30, 2020 and October 25, 2019:


	Three months ended(1)						Six months ended(1)
(in millions)	October 30, 2020		October 25, 2019		% Change		October 30, 2020		October 25, 2019		% Change
Cardiac Rhythm & Heart Failure	$	1,426	$	1,426	—	%	$	2,673	$	2,807	(5)	%
Coronary & Structural Heart	831		955		(13)		1,611		1,896		(15)
Aortic, Peripheral, & Venous	468		474		(1)		873		942		(7)
Cardiac & Vascular Group	2,725		2,855		(5)		5,158		5,645		(9)
Surgical Innovations	1,393		1,454		(4)		2,473		2,871		(14)
Respiratory, Gastrointestinal, & Renal	893		688		30		1,613		1,371		18
Minimally Invasive Therapies Group	2,285		2,142		7		4,086		4,242		(4)
Cranial & Spinal Technologies	1,071		1,117		(4)		2,015		2,167		(7)
Specialty Therapies	581		575		1		1,035		1,138		(9)
Neuromodulation	411		420		(2)		725		818		(11)
Restorative Therapies Group	2,063		2,112		(2)		3,774		4,124		(8)
Diabetes Group	574		596		(4)		1,136		1,188		(4)
Total	$	7,647	$	7,706	(1)	%	$	14,154	$	15,199	(7)	%

(1) Revenue amounts have intentionally been rounded to the nearest million and, therefore, may not sum.

The decrease in net sales for the three months ended October 30, 2020, as compared to the corresponding period in the prior fiscal year, was primarily attributable to the impact of COVID-19, partially offset by growth in the Minimally Invasive Therapies Group as demand increased for COVID-19 related diagnostics and therapies, including strong growth in ventilators. The decrease in net sales for the six months ended October 30, 2020, as compared to the corresponding period in the prior fiscal year, was primarily attributable to the decline in procedure volume, particularly in the spring and early summer, in the Cardiac and Vascular Group, Minimally Invasive Therapies Group, and Restorative Therapies Group resulting from the impact of COVID-19. Further contributing to the decrease were delays in new patient starts on insulin pumps and continued competitive pressure in Diabetes. Net sales for the six months ended October 30, 2020 were also impacted by an additional selling week during the first fiscal month of the first quarter of fiscal year 2021 due to our 52/53 week fiscal year calendar. Although we cannot precisely calculate the impact of the extra selling week, we estimate that it benefited net sales for the six months ended October 30, 2020 by approximately $360 to $390 million.

During the first quarter of fiscal year 2021, we realigned our divisions within the Restorative Therapies Group. As a result, fiscal year 2020 results have been recast to adjust for this realignment. Additionally, we are in the process of implementing a new operating model, which will be fully operational the beginning of the fourth quarter of our fiscal year 2021, that will simplify our organization in order to accelerate decision making, improve commercial execution, and more effectively leverage the scale of our company.

Segment and Market Geography

The charts below illustrate the percent of net sales by market geography for the three months ended October 30, 2020 and October 25, 2019:

The table below includes net sales by market geography for each of our segments for the three and six months ended October 30, 2020 and October 25, 2019:


	U.S.(1)(4)						Non-U.S. Developed Markets(2)(4)						Emerging Markets(3)(4)
	Three months ended						Three months ended						Three months ended
(in millions)	October 30, 2020		October 25, 2019		% Change		October 30, 2020		October 25, 2019		% Change		October 30, 2020		October 25, 2019		% Change
Cardiac and Vascular Group	$	1,377	$	1,455	(5)	%	$	945	$	890	6	%	$	404	$	510	(21)	%
Minimally Invasive Therapies Group	996		922		8		837		782		7		452		438		3
Restorative Therapies Group	1,397		1,440		(3)		426		416		2		240		256		(6)
Diabetes Group	284		311		(9)		238		226		5		51		59		(14)
Total	$	4,054	$	4,129	(2)	%	$	2,446	$	2,315	6	%	$	1,147	$	1,262	(9)	%


	U.S.(1)(4)						Non-U.S. Developed Markets(2)(4)						Emerging Markets(3)(4)
	Six months ended						Six months ended						Six months ended
(in millions)	October 30, 2020		October 25, 2019		% Change		October 30, 2020		October 25, 2019		% Change		October 30, 2020		October 25, 2019		% Change
Cardiac and Vascular Group	$	2,582	$	2,816	(8)	%	$	1,798	$	1,820	(1)	%	$	778	$	1,009	(23)	%
Minimally Invasive Therapies Group	1,718		1,835		(6)		1,556		1,573		(1)		811		834		(3)
Restorative Therapies Group	2,533		2,778		(9)		802		842		(5)		439		504		(13)
Diabetes Group	572		618		(7)		465		457		2		100		113		(12)
Total	$	7,405	$	8,046	(8)	%	$	4,621	$	4,692	(2)	%	$	2,128	$	2,460	(13)	%

(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 within Western Europe.

(4)Revenue amounts have intentionally been rounded to the nearest million and, therefore, may not sum.

Net sales decreases in the U.S. and emerging markets for the three months ended October 30, 2020, as compared to the corresponding period in the prior fiscal year, were primarily attributable to the impact of COVID-19 driven by reduced procedure volumes. These decreases were partially offset by strong growth in our non-U.S. developed markets across all groups for the three months ended October 30, 2020. Canada, Korea, and Western Europe experienced the largest increases in net sales in non-U.S. developed markets. Currency had a favorable impact on net sales in non-U.S. developed markets and emerging markets of $59 million for the three months ended October 30, 2020.

Net sales decreases in the U.S., non-U.S. developed markets, and emerging markets for the six months ended October 30, 2020, as compared to the corresponding period in the prior fiscal year, were primarily attributable to the impact of COVID-19 driven by a combination of deferred procedures and reduced demand for certain products as hospital systems continued to prioritize the treatment of COVID-19 patients, particularly in the spring and early summer. Japan, Canada, and Australia experienced the largest decreases in net sales in non-U.S. developed markets, and Latin America and South Asia experienced the largest decreases in net sales in emerging markets. Currency had an unfavorable impact on net sales in non-U.S. developed markets and emerging markets of $46 million for the six months ended October 30, 2020. Net sales for the six months ended October 30, 2020 were also impacted by an additional selling week during the first fiscal month of the first quarter of fiscal year 2021.

Looking ahead, we expect COVID-19 could continue to have a significant impact on our business, noting that it is not possible to accurately predict the length and severity of the pandemic. Additionally, our segments are likely to face competitive product launches 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. Additionally, changes in procedural volumes could affect our Cardiac and Vascular, Minimally Invasive Therapies, and Restorative Therapies Groups and changes in new therapy adoptions could affect our Diabetes Group.

Cardiac and Vascular Group

The Cardiac and Vascular Group’s products include pacemakers, insertable 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 arrhythmias including 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 and six months ended October 30, 2020 were $2.7 billion and $5.2 billion, respectively, which represents a decline of 5 percent and 9 percent, respectively, compared to corresponding periods in the prior fiscal year. Currency had a $27 million favorable impact on net sales for the three months ended October 30, 2020 and an unfavorable impact of $12 million for the six months ended October 30, 2020. The Cardiac and Vascular Group's net sales declines for both periods were a result of a reduction in global procedural volumes, particularly in the spring and early summer, as the COVID-19 pandemic continues to affect the global healthcare system.

The graphs below illustrate the percent of Cardiac and Vascular Group net sales by division for the three months ended October 30, 2020 and October 25, 2019:

Cardiac Rhythm & Heart Failure net sales for the three months ended October 30, 2020 were $1.4 billion, which was flat compared to the three months ended October 25, 2019. For the six months ended October 30, 2020, net sales of Cardiac Rhythm & Heart Failure were $2.7 billion, a decline of 5 percent compared corresponding period in the prior fiscal year. Net sales for both periods were impacted by a decline in procedural volumes due to the on-going impact of the pandemic. The net sales decline for the six months ended October 30, 2020 was led

by ICDs, Implantable Diagnostics, and LVADs. Sales of the TYRX antibacterial envelope, Pacemakers, and CRT-Ds, partially offset these declines for the six months ended October 30, 2020, and led the recovery of net sales for the three months ended October 30, 2020. Pacemaker growth is the result of recent product launch momentum for the Micra AV pacemaker. The launch of the Cobalt and Crome ICD and CRT-D devices, which include remote programming and remote management capabilities, drove CRT-D growth for the three and six months ended October 30, 2020.

Coronary & Structural Heart net sales for the three and six months ended October 30, 2020 were $831 million and $1.6 billion, respectively, a decrease of 13 percent and 15 percent, respectively, as compared to the corresponding periods in the prior fiscal year. The declines were a result of a decrease in procedural volumes due to COVID-19. Within Structural Heart, while transcatheter aortic valve replacement (TAVR) nets sales declined for both the three and six months ended October 30, 2020, procedural volumes increased sequentially in the second fiscal quarter of fiscal year 2021 as compared to the first fiscal quarter. Coronary net sales for both periods were negatively impacted by the effect of the Chinese national tender on coronary stent sales in China, which resulted in significant price declines.

Aortic, Peripheral, & Venous net sales for the three and six months ended October 30, 2020 were $468 million and $873 million, respectively, which represents a decline of 1 percent and 7 percent, respectively, compared to the corresponding periods in the prior fiscal year. These decreases were driven by declines in procedure rates as a result of COVID-19. Partially offsetting the declines was growth in drug-coated balloons and the VenaSeal vein closure system for both the three and six months ended October 30, 2020. Drug-coated balloon growth was the result of strong adoption of the IN.PACT AV drug-coated balloon driven by its pivotal data published during the current quarter as well as the negative impact that uncertainty surrounding Paclitaxel had on the drug-coated balloon market for the corresponding periods in the prior fiscal year. While experiencing declines during the six months ended October 30, 2020, Aortic experienced growth during the three months ended October 30, 2020 as thoracic endovascular aortic repair procedures experienced a rebound in procedural volumes.

In addition to the general impacts of COVID-19 on our Company as described in the Executive Level Overview, looking ahead, we expect our Cardiac and Vascular Group could be affected by the following:

•While many countries are past their initial peak with COVID-19, many regions, including the U.S. and Europe, are now experiencing a second wave. As a result, it is not possible to accurately predict the timing of recovery of a broad resumption of deferrable medical procedures to pre-COVID-19 levels, as to date, we are seeing the speed of recovery vary by therapy and geography. Therapies that might be considered more deferrable include Cardiac Ablation Solutions, EndoVenous, and Diagnostics while more urgent therapies include Pacing, Aortic, Coronary, and Cardiac Surgery. Moderately deferrable procedures include ICD’s CRT-D’s, TAVR/Structural Heart, and Peripheral. Extracorporeal Life Support products, including ECMO machines and disposables within our Cardiac Surgery business, are in higher demand as a result of COVID-19.

•Continued growth of our Micra transcatheter pacing system. Micra AV received U.S. FDA approval and CE Mark approval in January and April 2020, respectively. Micra AV expands the Micra target population from 15 percent to 55 percent of pacemaker patients.

•Acceptance and growth of the Cobalt and Crome portfolio of ICDs and CRT-Ds. These devices received CE Mark approval during the fourth quarter of fiscal year 2020 and U.S. FDA approval during the first quarter of fiscal year 2021.

•Continued acceptance and growth of the Claria MRI CRT-D system with EffectivCRT Diagnostic and Effective CRT during AF algorithm.

•Continued acceptance and growth from the Azure XT and S SureScan pacing systems. Azure pacemakers feature Medtronic-exclusive BlueSync technology, which enables automatic, secure wireless remote monitoring with increased device longevity.

•Acceptance and growth of the LINQ 2 cardiac monitor, which received CE Mark in November 2019 and gained U.S. FDA approval during the first quarter of fiscal year 2021.

•Changes in the U.S. heart transplant guidelines as well as a competitor's product launch as it relates to our LVAD business.

•Continued acceptance and growth of the CRT-P quadripolar pacing system.

•Continued growth, adoption, and utilization of the TYRX Envelope for implantable devices driven by the favorable results of the WRAP-IT clinical study. In the fourth quarter of fiscal year 2020, we received 12-month shelf-life extension for our TYRX Envelope product.

•Continued acceptance of Care Management Services and post-acute care services becoming even more critical in bundled payment models for different interventions or therapies.

•Continued acceptance and growth of the self-expanding CoreValve Evolut transcatheter aortic valve replacement platform into intermediate risk indication globally and for the treatment of patients determined to be at low risk with surgery. The Platform received both CE Mark for low risk and bicuspid labeling indication in Europe during the first quarter of fiscal year 2021. In August 2020, the U.S. FDA approved revised commercial labeling for the platform that modified a precaution for the treatment of patients at low risk.

•Changes to the U.S. Medicare national coverage determination for transcatheter aortic valve replacement that will allow approximately 30 percent more U.S. centers to offer the therapy to patients.

•Continued expansion and training of field support to increase coverage in the U.S. centers performing transcatheter aortic valve replacement procedures.

•Continued acceptance and growth from Evolut PRO, which provides industry-leading hemodynamics, reliable delivery, and advanced sealing with an excellent safety profile, as well as acceptance of our next generation Evolut PRO Plus TAVR valve which launched late in the second quarter of fiscal year 2020.

•Continued acceptance and growth from the VenaSeal vein closure system in the U.S. The VenaSeal system is a unique non-thermal solution to address superficial venous disease that provides improved patient comfort, reduces the recovery time, and eliminates the risk of thermal nerve injury.

•Continued acceptance and growth from the Valiant family of thoracic stent grafts, including the Valiant Navion.

Minimally Invasive Therapies Group

The Minimally Invasive Therapies Group’s products span the entire continuum of patient care from diagnosis to recovery, with a focus on diseases of the gastrointestinal tract, lungs, pelvic region, kidneys, obesity, and preventable complications. The products include advanced and general surgical products, surgical stapling devices, vessel sealing instruments, wound closure products, electrosurgery products, hernia mechanical devices, hernia mesh implants, advanced ablation, interventional lung devices, ventilators, capnography, airway products, sensors, renal care products, patient monitoring products, and visualization systems. The Minimally Invasive Therapies Group’s net sales for the three and six months ended October 30, 2020 were $2.3 billion and $4.1 billion, respectively, an increase of 7 percent and a decrease of 4 percent, respectively, as compared to the corresponding periods in the prior fiscal year. Currency had a favorable impact on net sales for the three months ended October 30, 2020 of $11 million and an unfavorable impact for the six months ended October 30, 2020 of $27 million.

Net sales growth for the three months ended October 30, 2020, as compared to the corresponding period in the prior fiscal year, was primarily driven by increased demand for COVID-19 related diagnostics and therapies, particularly due to strong ventilator sales. Additionally, demand for acute catheters and renal access products in the U.S. and China contributed to growth.

Net sales decline for the six months ended October 30, 2020, as compared to the corresponding period in the prior fiscal year, reflects the continued impact of COVID-19, resulting in a decline in procedure volume as elective procedures were delayed. The decline was partially offset by increased demand for COVID-19 related diagnostics and therapies, particularly within the ventilator portfolio.

The graphs below illustrate the percent of Minimally Invasive Therapies Group net sales by division for the three months ended October 30, 2020 and October 25, 2019:

Surgical Innovations net sales for the three and six months ended October 30, 2020 were $1.4 billion and $2.5 billion, respectively, a decrease of 4 percent and 14 percent, respectively, as compared to the corresponding periods in the prior fiscal year. The decreases were driven by reduced surgical volumes, though for the three months ended October 30, 2020 Western Europe and the U.S showed improvement resulting from a backlog of delayed procedures from the fourth quarter of fiscal year 2020 and first quarter of fiscal year 2021. The Surgical Innovations decline in procedure volumes, particularly Bariatric, Colorectal, Gynecological Health, Hernia, and Thoracic procedures, resulted in lower demand for Advanced Stapling products and General Surgery products, partially offset by new product launches driving growth in Advanced Energy for the three months ended October 30, 2020.

Respiratory, Gastrointestinal, & Renal net sales for the three and six months ended October 30, 2020 were $893 million and $1.6 billion, respectively, an increase of 30 percent and 18 percent, respectively, as compared to the corresponding periods in the prior fiscal year. Respiratory, Gastrointestinal, & Renal net sales growth was attributable to increased demand for Respiratory Interventions products due to COVID-19, driven by the Puritan Bennett high acuity ventilator portfolio.

In addition to the general impacts of COVID-19 on our Company as described in the Executive Level Overview, looking ahead, we expect our Minimally Invasive Therapies Group could be affected by the following:

•While many countries are past their initial peak with COVID-19, many regions, including the U.S. and Europe, are now experiencing a second wave. As a result, it is not possible to accurately predict the timing of recovery of a broad resumption of deferrable medical procedures to pre-COVID-19 levels, as to date, we are seeing the speed of recovery vary by therapy and geography. Therapies that might be considered more deferrable include Surgical Innovations bariatric, hysterectomy, hernia, advanced parameter monitoring products, and GI while more urgent therapies include Surgical Innovations appendectomy, bowel obstruction, and trauma, Respiratory and Patient Monitoring, and Renal Care. Moderately deferrable procedures include Surgical Innovations CABG and oncology. Ventilators, pulse oximetry and capnography capital within our Respiratory and Patient Monitoring business are in higher demand as a result of COVID-19. As such, we anticipate ventilator demand will decline back to normal pre-COVID-19 levels in fiscal year 2022.

•Continued acceptance and future growth of Open-to-MIS techniques and tools supported by our efforts to transition open surgery to MIS (minimally invasive surgery). The Open-to-MIS initiative focuses on furthering 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.

•Continued acceptance and future growth of powered stapling and energy platform, along with our ability to execute ongoing strategies to develop, gain regulatory approval, and commercialize new products including our surgical soft tissue robotics platform.

•Our ability to execute ongoing strategies in order to address the competitive pressure of reprocessing of our vessel sealing disposables and growth of surgical soft tissue robotics procedures in the U.S.

•Our ability to create markets and drive products 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 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 plan to 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. We are expecting regulatory filing in calendar year 2021, with launch following regulatory clearance in targeted countries.

•Continued elevation of the standard of care for respiratory compromise, a progressive condition impacting a patient’s ability to breathe effectively, which leverages our market leading MicroStream capnography technology.

•Continued acceptance and growth in patient monitoring, airway, and ventilation management. Key products in this area include the Puritan Bennett 980 ventilator, Microstream Capnography, Nellcor pulse oximetry system with OxiMax technology, Shiley tracheostomy and endotracheal tubes, and McGRATH MAC video laryngoscopes.

•Continued and future acceptance of less invasive standards of care in Gastrointestinal and Hepatology products, including the areas of GI Diagnostic and Therapeutic product lines. Recently launched products include the PillCam COLON capsule endoscopy, the Barrx platform through ablation with the Barrx 360 Express catheter, EndoFLIP

imaging systems, Bravo Calibration-free reflux testing, and 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. Our expanded and strengthened surgical offerings are expected to complement 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, epilepsy, overactive bladder, urinary retention, fecal incontinence and gastroparesis, as well as products to treat conditions of the ear, nose, and throat (ENT), and systems that incorporate advanced energy surgical instruments. The Restorative Therapies Group also manufactures and sells image-guided surgery and intra-operative imaging systems, robotic guidance systems used in robot assisted spine procedures, and therapies to treat diseases of the vasculature in and around the brain, including coils, neurovascular stents and flow diversion products. During the first quarter of fiscal year 2021, the Company realigned the divisions within the Restorative Therapies Group to the following: Cranial & Spinal Technologies (includes Core Spine and Biologics, Enabling Technologies, and China Orthopedics), Specialty Therapies (includes ENT, Pelvic Health, and Neurovascular), and Neuromodulation (includes Pain Therapies, Brain Modulation, and Interventional). The Restorative Therapies Group’s net sales for the three and six months ended October 30, 2020 were $2.1 billion and $3.8 billion, respectively, a decrease of 2 percent and 8 percent, respectively, as compared to the corresponding periods in the prior fiscal year. Currency had a favorable impact of $13 million on net sales for the three months ended October 30, 2020, and an unfavorable impact of $4 million on net sales for the six months ended October 30, 2020. The Restorative Therapies Group’s net sales declines for both the three and six months ended October 30, 2020 reflected the continued impact of COVID-19, including a reduction in capital equipment purchases, and declines in deferrable procedures particularly in the first quarter of fiscal year 2021. Net sales declines for the six months ended October 30, 2020 were experienced across all divisions, while declines for the three months ended October 30, 2020 were partially offset by modest gains in Specialty Therapies.

The graphs below illustrate the percent of Restorative Therapies Group net sales by division for the three months ended October 30, 2020 and October 25, 2019:

Cranial and Spinal Technologies net sales for the three and six months ended October 30, 2020 were $1.1 billion and $2.0 billion, respectively, a decrease of 4 percent and 7 percent, respectively, as compared to the corresponding periods in the prior fiscal year. Net sales declines for the six months ended October 30, 2020 were driven by declines both in Core Spine and Enabling Technologies (previously Neurosurgery). Enabling Technologies net sales declines were impacted by continued delays in capital equipment sales due to COVID-19, particularly with the ENT Navigation and Power Systems and O-Arm Imaging Systems. Despite the challenging environment for capital equipment, net sales declines for both the three and six months ended October 30, 2020 were partially offset by growth in Advanced Energy, particularly in the U.S. For the six months ended October 30, 2020, Core Spine net sales continued to be impacted by a decline in procedural volumes when compared to the corresponding period in the prior fiscal year, as a result of the pandemic. However, for the three months ended October 30, 2020, Core Spine saw modest growth in the U.S. driven by the continued acceptance of the products of Titan Spine, which was acquired in the first quarter of fiscal year 2020.

Specialty Therapies net sales for the three and six months ended October 30, 2020 were $581 million and $1.0 billion, respectively, an increase of 1 percent and a decrease of 9 percent as compared to the corresponding periods in the prior fiscal year. For the three months ended October 30, 2020, net sales growth was driven by recovery in Pelvic Health and strength in Neurovascular, partially offset by declines in ENT. For the three months ended October 30, 2020, the Pelvic Health business drove net sales growth due to the successful launch of the InterStim Micro neurostimulator and SureScan MRI lead in the U.S., and continued acceptance of the products in Europe. For the six months ended October 30, 2020, net sales declines were driven by ENT and Pelvic Health, partially offset by growth in Neurovascular. Neurovascular's modest growth in both the three and six months ended October 30, 2020 was driven by strength in coil sales, and aspiration catheters as well as catch-up from previously delayed procedures in the Hemorrhagic stroke business. This growth was partially offset by declines in flow diversion products due to two recent competitive entrants.

Neuromodulation net sales for the three and six months ended October 30, 2020 were $411 million and $725 million, a decrease of 2 percent and 11 percent, respectively, as compared to the corresponding periods in the prior fiscal year. The declines were seen across both Pain Therapies and Brain Modulation for the six months ended October 30, 2020 and continued to be primarily driven by a decline in procedural volumes particularly in the spring and early summer, as a result of COVID-19. For the three months ended October 30, 2020, net sales declines in Pain Therapies were partially offset by growth in Brain Modulation propelled by sales of the Percept PC deep brain stimulation (DBS) device with Brainsense technology.

In addition to the general impacts of COVID-19 on our Company as described in the Executive Level Overview, looking ahead we expect our Restorative Therapies Group could be affected by the following:

•While many countries are past their initial peak with COVID-19, many regions, including the U.S. and Europe, are now experiencing a second wave. As a result, it is not possible to accurately predict the timing of recovery of deferrable medical procedures and capital equipment sales to pre-COVID-19 levels, as to date, we are seeing the speed of recovery varies by therapy and geography. The Restorative Therapies Group therapies tend to be used in procedures that are more deferrable. Therapies that might be considered more deferrable include Spine, Pain Therapies, Pelvic Health, and ENT while more urgent therapies include Spine trauma and Neurovascular stroke businesses. Moderately deferrable procedures include Brain Modulation. In addition, COVID-19 may continue to result in delayed evaluation and purchases for certain capital equipment including the Enabling Technologies business, which has a high mix of capital sales.

•Continued growth from Enabling Technologies StealthStation and O-Arm Imaging Systems, Midas, and ENT Navigation and Power Systems, as well as acceptance of the Stealth Autoguide cranial robotic guidance platform.

•Continued sales of Mazor robotic units and associated market adoption of robot-assisted spine procedures, including the Mazor X Stealth, our integrated robotics and navigation platform.

•Strengthening of our position in the spine titanium interbody implant marketplace as a result of the June 2019 acquisition of Titan Spine.

•Continued adoption of our integrated solutions through the Surgical Synergy strategy, which integrates our spinal implants with enabling technologies such as imaging, navigation, power instruments, nerve monitoring, and Mazor robotics.

•Market acceptance and continued global adoption of innovative new spine products and procedural solutions within our Cranial and Spinal Technologies business such as our Infinity OCT System and Prestige LP cervical disc system.

•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.

•Continued acceptance and growth of our ENT and Pelvic Health therapies within our Specialty Therapies division, including our InterStim therapy with InterStim II and InterStim Micro neurostimulators, which received CE mark approval in January 2020 and U.S. FDA approval in August 2020, for the treatment of the symptoms of overactive bladder, urinary retention, and bowel incontinence, and capital equipment sales of the Stealth Station ENT surgical navigation system and intraoperative NIM nerve monitoring system.

•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 acceptance of our React Catheter and Riptide aspiration system, along with our next-generation Solitaire revascularization device.

•Market acceptance and continued global adoption of our Intellis spinal cord stimulator, DTM (differential target multiplexed) proprietary waveform, Evolve workflow algorithm, and Snapshot reporting to treat chronic pain in major markets around the world.

•Continued acceptance and growth of our Percept PC deep brain stimulation (DBS) device with Brainsense technology, which received CE Mark approval in January 2020 and U.S. FDA approval in June 2020.

•Continued acceptance of our devices for the treatment of Parkinson's Disease, epilepsy and other movement disorders.

•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. The U.S. FDA lifted its distribution requirements on our implantable drug pump in October 2017 and its warning letter in November 2017.

Diabetes Group

The Diabetes Group's products include insulin pumps, continuous glucose monitoring (CGM) systems, insulin pump consumables, and smart insulin pen systems. The Diabetes Group’s net sales for the three and six months ended October 30, 2020 were $574 million and $1.1 billion, a decrease of 4 percent as compared to the corresponding periods in the prior fiscal year. Currency had a favorable impact of $8 million on net sales for the three months ended October 30, 2020 and an unfavorable impact of $3 million on net sales for the six months ended October 30, 2020. The Diabetes Group's net sales declines for the three and six months ended October 30, 2020 were primarily attributable to the insulin pump business from new patient start delays associated with COVID-19 and continued competitive pressures in the U.S. The decrease is also largely attributable to COVID-19 pressures in the international markets. The declines were partially offset by growth for the Guardian Connect system.

In addition to the general impacts of COVID-19 on our Company as described in the Executive Level Overview, looking ahead we expect our Diabetes Group could be affected by the following:

•Strengthening our position in the diabetes market as a result of the September 10, 2020 acquisition of Companion Medical. Companion Medical offers a U.S. FDA cleared InPen smart pen system that combines the freedom of a reusable Bluetooth pen with the intelligence of an intuitive mobile application that helps users administer the appropriate insulin dose. In addition, subsequent to quarter end, we have integrated our CGM data into the Companion Medical InPen Application which allows users to have their CGM readings in real-time alongside insulin dose information, all in one view.

•Continued pump competition in an expanding U.S. market.

•Patient demand for the MiniMed 770G BLE enabled system, which received U.S. FDA approval in August 2020. The system is powered by SmartGuard technology, as featured in the MiniMed 670 system, with the added benefits of smartphone connectivity and an expanded age indication to children as young as age two. Subsequent to quarter-end, the MiniMed 770G began limited release in the U.S.

•Changes in medical reimbursement policies and programs, along with additional payor coverage on insulin pumps.

•Continued future growth internationally for the advanced hybrid closed loop system. The advanced hybrid closed loop system was approved in the European Union (EU) on June 5, 2020, and launched in twelve countries outside the U.S., primarily in Europe, during October 2020. The global adoption of sensor-augmented insulin pump systems has resulted in strong sensor attachment rates.

•Our ability to execute ongoing strategies to develop, gain regulatory approval, commercialize, and gain customer acceptance of new products, including our advanced hybrid closed loop system, as well as our Personalized Closed Loop system that was granted "Breakthrough Device" designation by the U.S. FDA. These technologies feature our next-generation algorithms by further automating insulin delivery.

•Continued acceptance and growth of the Guardian Connect CGM system, which displays glucose information directly to a smartphone. During the first quarter of fiscal year 2021, we introduced the Guardian Connect system for Android devices to ensure patients have access to their glucose levels seamlessly and discretely. The Guardian Connect CGM system is available on Apple iOS and Android devices.

CRITICAL ACCOUNTING ESTIMATES

We have used various accounting policies to prepare the consolidated financial statements in accordance with U.S. GAAP. Our 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 24, 2020.

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:

Litigation Contingencies We are involved in a number of legal actions involving product liability, intellectual property and commercial disputes, shareholder related matters, environmental proceedings, tax disputes, and governmental proceedings and investigations. The outcomes of these legal actions are not completely within our 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. Estimating probable losses from our litigation and governmental proceedings is inherently difficult, 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.

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) the expiration of the applicable 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 over the estimated fair value of net assets of acquired businesses. Intangible assets primarily include patents, trademarks, tradenames, customer relationships, purchased technology, and in process research and development (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 to determine 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. We assess the impairment of goodwill at the reporting unit level annually as of the first day of the third quarter and whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired.

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 the highest and best use of the assets based on a market participant's 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.

We assess the impairment of indefinite-lived intangible assets 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 intangible assets require us to make several estimates to determine fair value, including projected future cash flows and discount rates.

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 4 to the current period's consolidated financial statements.

COSTS AND EXPENSES

The following is a summary of cost of products sold, research and development, and selling, general, and administrative expenses as a percent of net sales for the three and six months ended October 30, 2020 and October 25, 2019 (dollar amounts in millions):

Cost of Products Sold We continue to focus on reducing our costs of production through supplier management, manufacturing improvements, and optimizing our manufacturing network. Cost of products sold for the three and six months ended October 30, 2020 was $2.7 billion and $5.2 billion, respectively. The increase in cost of products sold as a percentage of net sales for the three and six months ended October 30, 2020, as compared to the corresponding periods in the prior fiscal year, was largely due to increased expenses as a result of COVID-19, primarily due to period expensing of some of our fixed overhead costs due to idle capacity at certain manufacturing facilities and increases in reserves for excess and obsolete inventory, as well as negative impact from mix, as products in higher demand had lower gross margins.

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 and six months ended October 30, 2020 was $639 million and $1.3 billion, respectively.

During the first quarter of fiscal year 2021, we entered into arrangements with third parties to fund the development of certain technologies in our Diabetes Group. As there is a substantive and genuine transfer of risk to the third parties, the development funding provided is recognized as an obligation to perform contractual services, and therefore is recorded as income in other operating expense, net in the consolidated statements of income in the period the corresponding research and development expenses are incurred. If the technologies receive regulatory approval and are successfully commercialized, we will pay royalties to the third parties. For the three and six months ended October 30, 2020, no projects were significant, either individually or in aggregate, to our consolidated results.

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, other administrative costs, such as professional fees and marketing expenses, and certain acquisition and restructuring expenses.

Selling, general, and administrative expense for the three and six months ended October 30, 2020 was $2.6 billion and $5.0 billion, respectively. The increase in selling, general, and administrative expense as a percentage of net sales for the six months ended October 30, 2020, as compared to the corresponding period in the prior fiscal year, was primarily driven by the deleveraging experienced due to the impact of COVID-19 on net sales. The decrease in selling, general, and administrative expense in absolute values was primarily due to savings from our Enterprise Excellence program, as well as reduced travel and discretionary spending due to the pandemic. For the three months ended October 30, 2020, selling, general, and administrative expense as a percentage of net sales was flat, as compared to the corresponding period in the prior fiscal year, with increased annual incentive accruals offset by Enterprise Excellence savings.

The following is a summary of other costs and expenses:


	Three months ended				Six months ended
(in millions)	October 30, 2020		October 25, 2019		October 30, 2020		October 25, 2019
Amortization of intangible assets	$	443	$	441	$	884	$	881
Restructuring charges, net	97		27		150		74
Certain litigation charges, net	84		121		(4)		168
Other operating expense, net	149		149		35		127
Other non-operating income, net	(65)		(108)		(147)		(209)
Interest expense	470		165		641		774

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 $443 million and $884 million for the three and six months ended October 30, 2020, respectively, as compared to $441 million and $881 million for the three and six months ended October 25, 2019, respectively.

Restructuring Charges, Net

Enterprise Excellence

In the third quarter of fiscal year 2018, we announced a multi-year global Enterprise Excellence Program designed to drive long-term business growth and sustainable efficiency. The Enterprise Excellence Program is expected to further leverage our global size and scale as well as enhance the customer and employee experience.

The Enterprise Excellence Program is focused on three objectives:

•Global Operations – integrating and enhancing global manufacturing and supply processes, systems and site presence to improve quality, delivery cost and cash flow

•Functional Optimization – enhancing and leveraging global operating models and systems across several enabling functions to improve productivity and employee experience

•Commercial Optimization – optimizing certain processes, systems and models to improve productivity and the customer experience

The Enterprise Excellence Program is designed to drive operating margin improvement as well as fund investment in strategic growth initiatives, with expected annual gross savings of more than $3.0 billion from cost reductions and leverage of our fixed infrastructure by the end of fiscal year 2022. Approximately $500 million to $700 million of gross annual savings are expected to be achieved through the end of fiscal year 2022.

The Enterprise Excellence Program is expected to result in pre-tax restructuring charges of approximately $1.6 billion to $1.8 billion, the vast majority of which are expected to be incurred by the end of fiscal year 2022 and result in cash outlays to be substantially complete by the end of fiscal year 2023. Approximately half of the estimated charges are related to employee termination benefits. The remaining charges are costs associated with the restructuring program, such as salaries for employees supporting the program and consulting expenses. We expect these costs to be recognized within restructuring charges, net, cost of products sold, and selling, general, and administrative expense in the consolidated statements of income.

For the three months and six months ended October 30, 2020, we recognized charges of $90 million and $169 million, respectively, partially offset by accrual adjustments of $3 million and $5 million, respectively. Accrual adjustments relate to certain employees identified for termination finding other positions within Medtronic and contract terminations being settled for less than originally estimated. For the three and six months ended October 30, 2020, charges included $10 million and $15 million, respectively, recognized within restructuring charges, net in the consolidated statements of income, primarily comprised of employee termination benefits. For the three and six months ended October 30, 2020, charges also included costs incurred as a direct result of the restructuring program, such as salaries for employees supporting the program and consulting expenses, including $32 million and $59 million, respectively, recognized within cost of products

sold and $48 million and $95 million, respectively, recognized within selling, general, and administrative expense in the consolidated statements of income.

For the three and six months ended October 25, 2019, we recognized charges of $95 million and $231 million, respectively, partially offset by accrual adjustments of $1 million and $13 million, respectively, related to certain employees identified for termination finding other positions within Medtronic. For the three and six months ended October 25, 2019, charges included $28 million and $81 million, respectively, recognized within restructuring charges, net in the consolidated statements of income, primarily comprised of employee termination benefits. For the three and six months ended October 25, 2019, charges also included costs incurred as a direct result of the restructuring program, such as salaries for employees supporting the program and consulting expenses, including $32 million and $61 million, respectively, recognized within cost of products sold and $35 million and $77 million, respectively, recognized within selling, general and administrative expense in consolidated statements of income. For the six months ended October 25, 2019, selling, general and administrative expense also included $6 million of fixed asset write-downs.

Simplification

In the first quarter of fiscal year 2021, we initiated our Simplification restructuring program, designed to make the Company a more nimble and competitive organization focused on accelerating innovation, enhancing the customer experience, driving revenue growth, and winning market share, while also more efficiently and effectively leveraging our Enterprise scale. Under the oversight of the portfolio leaders, this new operating model, which will be fully operational the beginning of the fourth quarter of fiscal year 2021, will simplify our organizational structure and accelerate decision-making and execution. Primary activities of the restructuring program will include reorganizing our business into a portfolio-level structure, including the creation of highly focused, accountable and empowered Operating Units (OUs), consolidating operations at the enterprise level, establishing Technology Development Centers in areas where we have deep core technology competencies to be leveraged by multiple OUs, and forming dedicated sales organizations that leverage our scale but move with the same agility as our smaller, local competitors.

The Simplification program designed to streamline our operating model, improve competitiveness, and enhance the customer and employee experience will result in substantial reduction in selling, general, and administrative expenses, the majority of which are expected to be achieved through the end of fiscal year 2022. Annual savings of approximately $450 million to $475 million are expected to be realized by the various components of the Simplification program.

We estimate that, in connection with the Simplification restructuring program, we will recognize pre-tax exit and disposal costs and other costs across all segments of approximately $400 million to $450 million, the majority of which are expected to be incurred by the end of fiscal year 2022. Approximately three quarters of the estimated charges are related to employee termination benefits. The remaining charges are costs associated with the restructuring program, such as salaries for employees supporting the program and consulting expenses. These charges are recognized within restructuring charges, net, cost of products sold, and selling, general, and administrative expense in the consolidated statements of income.

For the three and six months ended October 30, 2020, we recognized charges of $102 million and $153 million, respectively, partially offset by accrual adjustments of $8 million for both periods, related to certain employees identified for termination finding other positions within Medtronic. For the three and six months ended October 30, 2020, we recognized charges of $100 million and $150 million, respectively, within restructuring charges, net in the consolidated statements of income related to employee termination benefits, including $97 million of incremental defined benefit pension and post-retirement related expenses for employees that accepted voluntary early retirement packages. For the three and six months ended October 30, 2020, charges also included costs incurred as a direct result of the restructuring program, such as salaries for employees supporting the program and consulting expenses, including $2 million and $3 million, respectively, recognized within selling, general and administrative expense in the consolidated statements of income.

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

Certain Litigation Charges, Net We classify litigation charges and gains related to significant legal matters as certain litigation charges. During the three and six months ended October 30, 2020, we recognized charges of $84 million and a net benefit of $4 million, respectively. The net benefit for the six months ended October 30, 2020 is primarily related to favorable settlements in the first quarter of fiscal year 2021, partially offset by charges recognized in the second quarter of fiscal year 2021. During the three and six months ended October 25, 2019, we recognized charges of $121 million and $168 million, respectively, related to probable and estimable damages.

Other Operating Expense, Net Other operating expense, net primarily includes royalty income and expense, currency remeasurement and derivative gains and losses, Puerto Rico excise taxes, changes in the fair value of contingent consideration, change in amounts accrued for certain contingent liabilities for a recent acquisition, a commitment to the Medtronic Foundation, charges associated with business exits, and income from funded research and development arrangements. For the three and six months ended October 30, 2020, other operating expense, net was $149 million and $35 million, respectively, as compared to $149 million and $127 million, for the three and six months ended October 25, 2019, respectively. The changes in other operating expense, net are primarily attributable to our remeasurement and

hedging programs, change in amounts accrued for certain contingent liabilities, commitment to the Medtronic Foundation, and charges associated with business exits. Combined, our remeasurement and hedging programs resulted in a $16 million loss and $15 million gain for the three and six months ended October 30, 2020, respectively, as compared to a $47 million gain and $121 million gain for the three and six months ended October 25, 2019, respectively. Additionally, for the six months ended October 30, 2020, other operating expense, net includes a $132 million gain related to amounts accrued for certain contingent liabilities for a recent acquisition. For the three and six months ended October 25, 2019, other operating expense, net includes a $41 million charge associated with the exit of businesses and an $80 million charge associated with our commitment to the Medtronic Foundation.

Other Non-Operating Income, Net Other non-operating income, net includes the non-service component of net periodic pension and postretirement benefit cost, investment gains and losses, and interest income. For the three and six months ended October 30, 2020, other non-operating income, net was $65 million and $147 million, respectively, as compared to $108 million and $209 million for the three and six months ended October 25, 2019, respectively. The change in other non-operating income, net is primarily attributable to interest income, which was $46 million and $98 million for the three and six months ended October 30, 2020, respectively, as compared to $77 million and $160 million for the three and six months ended October 25, 2019, respectively.

Interest Expense Interest expense includes 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 charges recognized in connection with the tender and early redemption of senior notes. For the three and six months ended October 30, 2020, interest expense was $470 million and $641 million, respectively, as compared to $165 million and $774 million for the three and six months ended October 25, 2019, respectively. The increase in interest expense during the three months ended October 30, 2020, as compared to the corresponding period in the prior fiscal year, was primarily driven by $308 million of charges recognized in connection with the early redemption of $6.0 billion of debt. The decrease in interest expense during the six months ended October 30, 2020 was primarily due to a decrease in charges related to debt tender and redemption transactions, which were $308 million for the six months ended October 30, 2020, as compared to $413 million for the six months ended October 25, 2019, as well as a decrease in the weighted-average interest rate of outstanding debt obligations driven by our debt issuance and tender transactions in the first quarter of fiscal year 2020 and second quarter of fiscal year 2021.

INCOME TAXES


	Three months ended						Six months ended
(in millions)	October 30, 2020			October 25, 2019			October 30, 2020			October 25, 2019
Income tax provision	$	31		$	(77)		$	124		$	23
Income before income taxes	525			1,294			1,109			2,271
Effective tax rate	5.9		%	(6.0)		%	11.2		%	1.0		%

Non-GAAP income tax provision	$	221		$	312		$	358		$	618
Non-GAAP income before income taxes	1,606			2,096			2,583			4,118
Non-GAAP Nominal Tax Rate	13.8		%	14.9		%	13.9		%	15.0		%

Difference between the effective tax rate and Non-GAAP Nominal Tax Rate	7.9		%	20.9		%	2.7		%	14.0		%

Our effective tax rate for the three and six months ended October 30, 2020 was 5.9 percent and 11.2 percent, respectively, as compared to (6.0) percent and 1.0 percent for the three and six months ended October 25, 2019, respectively. The increase in our effective tax rate for the three and six months ended October 30, 2020, as compared to the corresponding periods in the prior fiscal year, was primarily due to the impact of certain tax adjustments and year-over-year changes in operational results by jurisdiction.

Our Non-GAAP Nominal Tax Rate for the three and six months ended October 30, 2020 was 13.8 percent and 13.9 percent, respectively, as compared to 14.9 percent and 15.0 percent for the three and six months ended October 25, 2019, respectively. The decrease in our Non-GAAP Nominal Tax Rate was due to the impact of year-over-year changes in operational results by jurisdiction. An increase in our Non-GAAP Nominal Tax Rate of 1 percent would result in an additional income tax provision for the three and six months ended October 30, 2020 of approximately $16 million and $26 million, respectively.

Certain Tax Adjustments

•A cost of $23 million associated with the amortization of the previously established deferred tax assets from intercompany intellectual property transactions.

•A benefit of $251 million related to tax legislative changes in Switzerland, which abolished certain preferential tax regimes the Company benefited from and replaced them with a new set of internationally accepted measures. The legislation provided for higher effective tax rates but allowed for a transitional period whereby an amortizable asset was created for Swiss federal income tax purposes which will be amortized and deducted over a 10-year period.

LIQUIDITY AND CAPITAL RESOURCES

We are currently in a strong financial position. Despite the impact from COVID-19 on operating cash flow and net income, we believe our balance sheet and liquidity provide us with flexibility, and our cash, cash equivalents, and current investments, as well as our credit facility and related commercial paper programs outlined below, will satisfy our foreseeable operating needs. We believe we have ample liquidity, with $14.3 billion of cash and investments as of October 30, 2020, and an undrawn $3.5 billion credit facility, with $4.0 billion of debt obligation due within twelve months of October 30, 2020. Given our strong financial position, we are continuing to focus on making capital allocation decisions to drive our long-term strategies.

Our liquidity and capital structure is evaluated regularly within the context of our annual operating and strategic planning process. We consider the liquidity necessary to fund our operations, which includes working capital needs, investments in research and development, property, plant, and equipment, and other operating costs. We also consider capital allocation alternatives that balance returning value to shareholders through dividends and share repurchases, satisfying maturing debt, and acquiring businesses and technology.

Summary of Cash Flows

The following is a summary of cash provided by (used in) operating, investing, and financing activities, the effect of exchange rate changes on cash and cash equivalents, and the net change in cash and cash equivalents:


	Six months ended
(in millions)	October 30, 2020		October 25, 2019
Cash provided by (used in):
Operating activities	$	2,139	$	3,377
Investing activities	(2,012)		(1,767)
Financing activities	1,991		(2,015)
Effect of exchange rate changes on cash and cash equivalents	162		(26)
Net change in cash and cash equivalents	$	2,280	$	(431)

Operating Activities The $1.2 billion decrease in net cash provided was primarily driven by a decrease in cash collected from customers, partially offset by a decrease in cash paid for income taxes, and a decrease in cash paid to employees. The decrease in cash collected from customers was primarily related to COVID-19 driving decreased sales in the fourth quarter of fiscal year 2020 and first quarter of fiscal year 2021, when compared to the corresponding periods in the prior fiscal year. Our relative sales performance in the three months ended October 30, 2020 compared to the prior fiscal year did not have a significant impact on our net cash provided. The decrease in cash paid for income taxes was primarily due to the decrease in estimated U.S. federal tax payments, as well as tax payments associated with a European audit settlement in the first quarter of fiscal year 2020. Cash paid to employees decreased due to lower annual incentive plan payouts compared the corresponding period in the prior fiscal year.

Investing Activities The $245 million increase in net cash used was primarily attributable to an increase in cash paid for acquisitions of $169 million and an increase in net purchases of investments of $57 million during the six months ended October 30, 2020, as compared to the corresponding period in the prior fiscal year.

Financing Activities The $4.0 billion increase in net cash provided was primarily attributable to the Mizuho Bank term loan under which the Company borrowed $2.8 billion in the first quarter of fiscal year 2021, as well as the net proceeds from the debt issuance and early redemption described below. Also contributing to the total increase in cash provided was the decrease in net cash used for share repurchases of $894 million. Cash flow activity related to share repurchases for the six months ended October 30, 2020 is related to cash remitted to taxing authorities for shares withheld for employee taxes on share-based payment deliveries and exercises; the Company did not repurchase any shares during the six months ended October 30, 2020. Partially offsetting these items was a decrease in the issuance of ordinary shares of $313 million, when compared to the corresponding period in the prior fiscal year. For the six months ended October 30, 2020 financing cash flows were impacted by the issuance of $7.2 billion of Euro-denominated senior notes offset by the early redemption of $6.0 billion of senior notes for $6.3 billion of total consideration. For comparison, financing cash flows for the six months ended October 25, 2019 were impacted by the issuance of $5.6 billion of Euro-denominated senior notes, offset by the tender of $5.2 billion of senior notes for $5.6 billion of total consideration. For more information on the aforementioned Mizuho Bank term loan, and issuances and redemptions of senior notes, please see the Debt and Capital section.

Free Cash Flow

Free cash flow, a non-GAAP financial measure, is calculated by subtracting additions to property, plant, and equipment from net cash provided by operating activities. 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:


	Six months ended
(in millions)	October 30, 2020		October 25, 2019




Net cash provided by operating activities	$	2,139	$	3,377
Additions to property, plant, and equipment	(615)		(584)
Free cash flow	$	1,524	$	2,793

Refer to the Summary of Cash Flows section for drivers of the change in cash provided by operating activities.

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 and unsecured senior debt obligations to meet our long-term financing needs. From time to time, we may repurchase our outstanding debt obligations in the open market or through privately negotiated transactions. Current debt at October 30, 2020, including the current portion of our long-term debt and finance lease obligations, was $4.0 billion as compared to $2.8 billion at April 24, 2020. Long-term debt at October 30, 2020 was $26.0 billion as compared to $22.0 billion at April 24, 2020. The increase in total debt was primarily driven by the net impact of issuance and redemption of senior notes as well as an unsecured term loan agreement entered into with Mizuho Bank, both of which are described below.

In May 2020, we entered into an unsecured term loan agreement with Mizuho Bank, Ltd. for an aggregate principal amount of up to ¥300 billion, or approximately $2.8 billion, with a term of six months, which may be extended for an additional six months at the Company’s option. On May 13, 2020, Medtronic Luxco borrowed the entire amount of the term loan under the Loan Agreement. The proceeds of the loan were used for general corporate purposes. The Japanese Yen denominated debt is designated as a net investment hedge of certain of our Japanese operations. On November 12, 2020, we exercised our option to extend the term of the loan for an additional six months.

In September 2020, we issued six tranches of Euro-denominated senior notes with an aggregate principal of €6.3 billion, with maturities ranging from fiscal year 2023 to fiscal year 2051, resulting in cash proceeds of approximately $7.2 billion, net of discounts and issuance costs. The Euro-denominated debt is designated as a net investment hedge of certain of our European operations. We used the net proceeds of the offering to fund the early redemption of $6.0 billion of senior notes for $6.3 billion of total consideration in October 2020. Additionally, we intend to use proceeds to repay our €750 million floating rate senior notes at maturity in March 2021. We recognized a loss on debt extinguishment of $308 million during the quarter, which primarily included cash premiums and accelerated amortization of deferred financing costs and debt discounts and premiums. The loss on debt extinguishment was recognized in interest expense in the consolidated statements of income.

We maintain multicurrency commercial paper programs 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 both October 30, 2020 and April 24, 2020, we had no commercial paper outstanding. 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 five-year syndicated credit facility (Credit Facility), which expires in December 2024. The Credit Facility provides backup funding for the commercial paper programs and may also be used for general corporate purposes. The Credit Facility provides us with the ability to increase our borrowing capacity by an additional $1.0 billion at any time during the term of the agreement. At each anniversary date of the 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 October 30, 2020 and April 24, 2020, no amounts were outstanding under the Credit Facility.

Interest rates on advances of our Credit Facility are determined by a pricing matrix, based on our long-term debt ratings assigned by Standard & Poor's Ratings Services (S&P) and Moody's Investors Service (Moody’s). For additional information on our credit ratings status by S&P and Moody's, refer to the "Liquidity" 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 were in compliance with at October 30, 2020.

We repurchase our ordinary shares from time to time as part of our focus on returning value to our shareholders. In March 2019, our Board of Directors authorized an incremental $6.0 billion in excess of prior authorizations for repurchase of our ordinary shares. There is no specific time period associated with these repurchase authorizations. The Company made no repurchases of ordinary shares during the six months ended October 30, 2020. We had approximately $6.0 billion remaining under the share repurchase program authorized by our Board of Directors at October 30, 2020.

For more information on credit arrangements, refer to Note 7 to the current period's consolidated financial statements and Note 7 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 24, 2020.

Liquidity

Our liquidity sources at October 30, 2020 include $6.4 billion of cash and cash equivalents and $7.9 billion of current investments. Additionally, we maintain a commercial paper program (no commercial paper outstanding at October 30, 2020) and Credit Facility. See discussion above regarding changes in our cash and cash equivalents and commercial paper program and Credit Facility.

Our investments include available-for-sale and held-to-maturity debt securities, including U.S. and non-U.S. government and agency securities, corporate debt securities, mortgage-backed securities, other asset-backed securities, auction rate securities, and term deposits. Some of our investments may experience reduced liquidity due to changes in market conditions and investor demand. For the six months ended October 30, 2020, the total 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 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 October 30, 2020, we had $59 million of gross unrealized losses on our aggregate available-for-sale debt securities of $7.0 billion. If market conditions deteriorate, some of these holdings may experience impairments in the future, which could adversely affect 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. Refer to Note 6 to the current period's consolidated financial statements for additional information regarding fair value measurements.

The table below includes our short-term and long-term debt ratings from S&P and Moody's at both October 30, 2020 and April 24, 2020:

Agency Rating(1)

October 30, 2020

April 24, 2020

Standard & Poor's Ratings Services

Long-term debt

Short-term debt

A-1

Moody's Investors Service

Long-term debt

Short-term debt

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.

S&P and Moody's long-term debt ratings and short-term debt ratings at October 30, 2020 were unchanged as compared to the ratings at April 24, 2020. 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 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. Refer to the "Off-Balance Sheet Arrangements and Long-Term Contractual Obligations" section of this Management's Discussion and Analysis for more information on these obligations and commitments.

Note 16 to the current period's consolidated financial statements provides information regarding amounts we have accrued related to legal matters. 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 effect 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. We expect to have access to the majority of our cash flows in the future. In addition, we continue to 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 believe our balance sheet and liquidity provide us with flexibility, and that our cash, cash equivalents, and current investments, as well as our Credit Facility and related commercial paper program, 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.

Off-Balance Sheet Arrangements and Long-Term Contractual Obligations

There have been no material changes to our off-balance sheet arrangements as reported in our most recent Annual Report filed on Form 10-K for the fiscal year ended April 24, 2020. Refer to the Debt and Capital section above for changes in debt obligations during the second quarter of fiscal year 2021; there were no other material changes to our long-term contractual obligations as reported in our most recent Annual Report filed on Form 10-K for the fiscal year ended April 24, 2020.

SUPPLEMENTAL 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., a wholly-owned subsidiary issuer, under the Senior Notes (Medtronic Senior Notes) and full and unconditional guarantees of the obligations of Covidien International Finance S.A. (CIFSA), a wholly-owned subsidiary issuer, 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. Medtronic plc and Medtronic, Inc. each have provided a full and unconditional guarantee of the obligations of Medtronic Luxco under the Senior Notes (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 tables present summarized results of operations for the six months ended October 30, 2020 and summarized balance sheet information at October 30, 2020 and April 24, 2020 for the obligor groups of Medtronic and Medtronic Luxco Senior Notes, and CIFSA Senior Notes. The obligor group consists of the parent company guarantor, subsidiary issuer, and subsidiary guarantors for the applicable senior notes. The summarized financial information is presented after elimination of (i) intercompany transactions and balances among the guarantors and issuers and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor or issuer.

The summarized results of operations information for the six months ended October 30, 2020 was as follows:


(in millions)	Medtronic & Medtronic Luxco Senior Notes (1)		CIFSA Senior Notes (2)
Net sales	$	942	$	—
Operating profit (loss)	(383)		(40)
Loss before income taxes	(1,068)		(408)
Net loss attributable to Medtronic	(865)		(394)

The summarized balance sheet information at October 30, 2020 was as follows:


(in millions)	Medtronic & Medtronic Luxco Senior Notes (1)		CIFSA Senior Notes (2)
Total current assets(3)	$	18,641	$	7,895
Total noncurrent assets(4)	11,453		7,914
Total current liabilities(5)	33,553		16,223
Total noncurrent liabilities(6)	55,042		60,828
Noncontrolling interests	152		152

(1)The Medtronic Senior Notes and Medtronic Luxco Senior Notes obligor group consists of the following entities: Medtronic plc, Medtronic Luxco, and Medtronic, Inc. Please refer to the guarantee summary above for further details.

(2)The CIFSA Senior Notes obligor group consists of the following entities: Medtronic plc, Medtronic Luxco, CIFSA, and CIFSA Subsidiary Guarantors. Please refer to the guarantee summary above for further details.

(3)Includes receivables due from non-guarantor subsidiaries of $16.6 billion and $6.3 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA Senior Notes, respectively.

(4)Includes loans receivable due from non-guarantor subsidiaries of $6.5 billion and $7.9 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA Senior Notes, respectively.

(5)Includes payables due to non-guarantor subsidiaries of $27.7 billion and $12.4 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA Senior Notes, respectively.

(6)Includes loans payable due to non-guarantor subsidiaries of $27.4 billion and $41.5 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA Senior Notes, respectively.

The summarized balance sheet information at April 24, 2020 was as follows:


(in millions)	Medtronic & Medtronic Luxco Senior Notes (1)		CIFSA Senior Notes (2)
Total current assets(3)	$	19,563	$	49
Total noncurrent assets(4)	18,516		14,966
Total current liabilities(5)	41,263		16,180
Total noncurrent liabilities(6)	44,480		50,059
Noncontrolling interests	135		135

(3)Includes receivables due from non-guarantor subsidiaries of $19.1 billion and $34 million for Medtronic & Medtronic Luxco Senior Notes, and CIFSA Senior Notes, respectively.

(4)Includes loans receivable due from non-guarantor subsidiaries of $13.7 billion and $15.0 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA Senior Notes, respectively.

(5)Includes payables due to non-guarantor subsidiaries of $37.0 billion and $13.6 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA Senior Notes, respectively.

(6)Includes loans payable due to non-guarantor subsidiaries of $21.7 billion and $37.9 billion for Medtronic & Medtronic Luxco Senior Notes, and CIFSA Senior Notes, respectively.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

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. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans, objectives of management for future operations and current expectations or forecasts of future results, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Our forward-looking statements may include statements related 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, the potential or anticipated direct or indirect impact of COVID-19 on our business, results of operations, and/or financial condition, restructuring and cost-saving initiatives, intellectual property rights, litigation and tax matters, governmental proceedings and 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. In some cases, 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 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 United States (U.S.) Food and Drug Administration (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 healthcare 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 governmental proceedings and 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.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, results of operations, and/or cash flows. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described in the “Risk Factors” section and elsewhere in our Annual Report on Form 10-K. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. One must carefully consider forward-looking statements and understand that such forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, and involve a variety of risks and uncertainties, known and unknown, including, among others, those discussed in the sections entitled “Government Regulation and Other Considerations” within “Item 1. Business” and “Item 1A. Risk Factors” in our Annual Report on Form 10-K, as well as those related to:

•the COVID-19 pandemic and the actions of businesses, communities, and governments in response;

•competition in the medical device industry;

•reduction or interruption in our supply;

•laws and governmental regulations;

•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;

•healthcare policy changes;

•international operations;

•cybersecurity incidents;

•failure to complete or achieve the intended benefits of acquisitions or divestitures; or

•disruption of our current plans and operations.

Consequently, no forward-looking statement may be guaranteed, and actual results may vary materially from those projected in the forward-looking statements. 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. While we may elect to update these forward-looking statements at some point in the future, whether as a result of any new information, future events, or otherwise, we have no current intention of doing so except to the extent required by applicable law.

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, which may cause fluctuations in earnings and cash flows. We use operational and economic hedges, including currency exchange rate derivative instruments to manage the impact of currency exchange rate fluctuations. 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. Currencies of our derivative instruments include the Euro, Japanese Yen, Chinese Yuan, and others. 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 October 30, 2020 and April 24, 2020 was $18.5 billion and $11.9 billion, respectively. At October 30, 2020, these contracts were in a net unrealized loss position of $116 million. A sensitivity analysis of changes in the fair value of all currency exchange rate derivative contracts at October 30, 2020 indicates that, if the U.S. dollar uniformly strengthened/weakened by 10 percent against all currencies, it would have the following impact on the fair value of these contracts:


	Increase (decrease)
(in millions)	October 30, 2020
10% appreciation in the U.S. dollar	$	864
10% depreciation in the U.S. dollar	(864)

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.

In the second quarter of fiscal year 2019, we began accounting for our operations in Argentina as highly inflationary, as the prior three-year cumulative inflation rate exceeded 100 percent. The change did not have a material impact on our results for the three months ended October 30, 2020.

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 October 30, 2020 was comprised of debt predominately denominated in U.S. dollars, Euros, and Japanese Yen, of which substantially all is fixed rate debt. We are also exposed to interest rate changes affecting our investments in interest rate sensitive instruments, which include our marketable debt securities.

A sensitivity analysis of the impact on our interest rate-sensitive financial instruments of a hypothetical 10 basis point change in interest rates, as compared to interest rates at October 30, 2020, would have the following impact on the fair value of these instruments:


	Increase (decrease)
(in millions)	October 30, 2020
10 basis point increase in interest rates	$	20
10 basis point decrease in interest rates	(20)

For a discussion of current market conditions and the impact on our financial condition and results of operations, please see the “Liquidity” section of the current period's Management's Discussion and Analysis. For additional discussion of market risk, refer to 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, has 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

There have been no 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. While there were no material changes in our internal control over financial reporting, we continue to monitor and assess the impact of the COVID-19 pandemic, which has resulted in many of our employees working remotely.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

In August 2020, the Securities and Exchange Commission issued an updated ruling regarding the threshold for disclosure of proceedings under environmental laws to which a governmental authority is a party. In accordance with this updated ruling, we have adopted a disclosure threshold of $1 million in such circumstances, as we believe matters under this threshold are not material to the Company. 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

There were no shares repurchased by the Company during the second quarter of fiscal year 2021.

Item 6. Exhibits

(a)

Exhibits

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.

10.1

Form of Performance Share Unit Award Agreement under Amended and Restated 2013 Stoc k Award and In centive Plan

10.2

Amended and Restated Covidien Supplemental Savings and Retirement Plan (restated November 6, 2020)

10.3

Medtronic Non-Qualified Retirement Plan Supplemental (restated N ovember 6, 2020 , and form er ly known as t he S upplemental Exec utive Retirement Plan )

10.4

Medtronic Capital Accumulation Plan Deferral Program (restated November 6, 2020)

101.SCH

Inline XBRL Schema Document.

101.CAL

Inline XBRL Calculation Linkbase Document.

101.DEF

Inline XBRL Definition Linkbase Document.

101.LAB

Inline XBRL Label Linkbase Document.

101.PRE

Inline XBRL Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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:	December 3, 2020	/s/ Geoffrey S. Martha
		Geoffrey S. Martha
		Chief Executive Officer

Date:	December 3, 2020	/s/ Karen L. Parkhill
		Karen L. Parkhill
		Executive Vice President and
		Chief Financial Officer

These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by your company, not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial instruments. These materials were prepared by your company, which is solely responsible for their contents and for compliance with legal and regulatory requirements. Fidelity is not connected with any offering or acting as an underwriter in connection with any offering of your company's securities or financial instruments. Fidelity does not review, approve or endorse the contents of these materials and is not responsible for their content.

MEDTRONIC plc

PERFORMANCE SHARE UNIT AWARD AGREEMENT

AMENDED AND RESTATED 2013 STOCK AWARD AND INCENTIVE PLAN

Name:

Employee ID:

Client Grant ID:

Grant Date:

Grant Price:

Grant Type:

Target PERFORMANCE SHARE UNITS:

Performance Period: FY2021 to FY2023 (“Performance Period”)

1.Performance Share Unit Award. Medtronic plc, an Irish public limited company (“Medtronic” or the “Company”), hereby grants to the individual named above (“you”) an Award (the “Award”) consisting of Performance Share Units (“Performance Share Units”) in the target number (“Target Performance Share Units”) and on the Grant Date as each is set forth above. The actual number of Performance Share Units that will be earned if the minimum performance threshold is achieved is illustrated in Section 2 below. Each Performance Share Unit represents the right to receive one ordinary share of the Company, par value $0.0001 per share (“Share”), subject to the restrictions, limitations, and conditions contained in this Performance Share Unit Award Agreement (the “Agreement”) and in the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan (the “Plan”). In the event of any inconsistency between the terms of the Agreement and the Plan, the terms of the Plan shall govern. Capitalized terms used but not defined shall have the meaning ascribed thereto in the Plan.

2.Performance Targets. The payout, if any, under this Award will be based on the following pre-established performance targets over the 3-year Performance Period:

a)Company performance will be measured using three criteria: Revenue Growth (“Revenue Growth”), Relative Total Shareholder Return (“Relative TSR”), and a 3-year Return on Invested Capital modifier (“ROIC Modifier”) as shown below. The performance measures will be weighted as follows: Revenue Growth weighted 50.00%, Relative TSR weighted 50.00%. The ROIC Modifier may be applied to reduce (but not increase) the number of Performance Share Units that are paid out. This means the number of Performance Share Units paid out may be greater than, equal to, or less than the target number of Performance

13PVFW1

Share Units awarded at grant due to actual performance relative to these performance measures.


Revenue Growth Performance Range	2%	3%	4%	5%	6%	7%	8%	9%	10%	11%	≥12%
Payout Range	50%	60%	70%	80%	90%	100%	120%	140%	160%	180%	200%


Relative TSR Performance Range	25%	30%	35%	40%	45%	50%	55%	60%	65%	70%	≥75%
Payout Range	50%	60%	70%	80%	90%	100%	120%	140%	160%	180%	200%

FY2021 – FY2023 Return on Invested Capital (“ROIC”)

The ROIC Modifier will reduce the PSU Payout Factor by 30% if the 3-Fiscal Year ROIC does not meet a minimum of 10% for the FY2021-FY2023 Performance Period.

The tables above show the percentage of the Target Performance Share Units to be earned based on the actual Company performance against these three criteria over the FY2021 – FY2023 Performance Period.

b)To determine payout, the percentage across the top of the grid is earned based on achievement of performance targets within the grid for each of the performance measures, multiplied by the weight. Next, the ROIC Modifier is applied to determine the final number of earned Performance Share Units. To illustrate:

i) if Company performance results in Revenue Growth of 7%, Relative TSR of 55% and ROIC of 10.0%, the % payout of Target Performance Share Units would be calculated as follows:

Performance Measure

% Award Earned

Weight

Revenue Growth

100% x

50.00%

Relative TSR

120% x

50.00%

60.00%

% Payout of Target Performance Share Units (Before ROIC Modifier)

110.00%

ROIC Modifier

30% Reduction if ROIC

target not achieved

No Reduction

% Payout of Target Performance Share Units (After ROIC Modifier)

110.00%

ii) if Company performance results in Revenue Growth of 7%, Relative TSR of 55% and ROIC of 8.0%, the % payout of Target Performance Share Units would be calculated as follows:

13PVFW1

Performance Measure

% Award Earned

Weight

Revenue Growth

100% x

50.00%

Relative TSR

120% x

50.00%

60.00%

% Payout of Target Performance Share Units (Before ROIC Modifier)

110.00%

ROIC Modifier

30% Reduction if ROIC

target not achieved

(30.00)%

% Payout of Target Performance Share Units (After ROIC Modifier)

80.00%

3.Calculation of Revenue Growth, Relative TSR and the ROIC Modifier

Revenue Growth Performance Target

“Revenue Growth” is defined as Medtronic’s 3-year simple average annual organic revenue growth measured at constant currency. Each fiscal year’s growth is measured independently and then averaged. Organic Constant Currency growth excludes the 1st year of material acquisitions.

Relative TSR Performance Target

“Relative TSR” is defined as (end average share price x re-investment factor) -1 x 100 divided by the start average share price. The re-investment factor equals the cumulative number of dividend shares divided by one share.

Return on Invested Capital Performance Modifier

“Return on Invested Capital (“ROIC”) is defined as Non-GAAP Earnings as reported to Investors plus Interest Expense net of Tax, divided by Invested Capital for each year, averaged over the 3-year period. “Invested Capital” is defined as Total Equity plus Net Debt (Short and Long-Term Debt) less Cash and Investments. The ROIC modifier will reduce the PSU Payout Factor by 30% if the 3 Fiscal-Year ROIC does not meet a minimum of 10% for the FY2021-FY2023 PSU Performance Period. The ROIC PSU Performance modifier cannot increase the PSU payout factor.

4.Vesting & Distribution. The Performance Share Units, to the extent earned based on attainment of the performance measures as determined by the Compensation Committee in accordance with Section 2 above, will fully vest on August 3rd, 2023, provided that you have not incurred a Termination of Employment during the period beginning on the Grant Date and ending on August 3rd, 2023(the “Vesting Period”). The Company will issue to you a number of Shares equal to the number of Performance Share Units that are earned (including any dividend equivalents described in Section 7, below) as soon as practicable following the end of the Vesting Period. Notwithstanding the preceding sentence, if you incur a Termination of Employment during the Vesting Period as a result of your death, Disability or Retirement, you will remain entitled to receive a number of Shares equal to the number of Performance Share Units that are earned (including any dividend equivalents described in Section 7, below) based on actual performance over the 3fiscal-year Performance Period, as soon as practicable following the end of the Vesting Period. Upon your Termination of Employment during the Vesting Period for any reason other than death, Disability or Retirement, the Performance Share Units will

13PVFW1

automatically be forfeited in full and canceled by the Company as of 11:00 p.m. CT (midnight ET) on the date of such Termination of Employment. For purposes of this Agreement, the terms “Disability” and “Retirement” shall have the meanings ascribed to those terms, as of the date of this Agreement, under any retirement plan of the Company which is qualified under Section 401 of the Code (which currently provides for retirement on or after age 55, provided you have 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 disability or retirement plan of the Company or any Affiliate applicable to you due to employment by a non-U.S. Affiliate or employment in a non-U.S. location.

5.Forfeiture. If you have received or are entitled to receive delivery of Shares as a result of this Agreement within the period beginning six months prior to the date of your Termination of Employment and ending twelve months following the date of your Termination of Employment, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Shares received or receivable with respect to this Performance Share Unit Award, in the event that you engage in any of the following activities:

a.performing services for or on behalf of any competitor of, or competing with, the Company or any Affiliate, within six months of the date of your Termination of Employment;

b.unauthorized disclosure of material proprietary information of the Company or any Affiliate;

c.a violation of applicable business ethics policies or business policies of the Company or any Affiliate; or

d.any other occurrence determined by the Committee.

The Company’s right to require forfeiture must be exercised not later than 90 days after the Company acquires actual knowledge of such an activity but in no event later than twelve months after your Termination of Employment. Such right shall be deemed to be exercised upon the Company’s mailing written notice of such exercise to your most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 by terminating the Performance Share Units awarded under this Agreement.

If you fail or refuse to forfeit the cash and/or shares of Common Stock demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 of the Plan), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of your Termination of Employment and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision.

13PVFW1

For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law.

Notwithstanding the foregoing, this Section 5 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to the Performance Share Units awarded pursuant to this Agreement or to any proceeds in respect of such Award.

6.Change of Control. Notwithstanding anything in Section 4 of this Agreement to the contrary, if a Change of Control of the Company occurs during the Vesting Period, then the Performance Share Units will become 100% vested upon such Change of Control, and the Company will issue to you a number of Shares equal to the Target Performance Share Units (including any dividend equivalents described in Section 7, below) within six weeks following the Change of Control (unless such Change of Control is not an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder (a “Section 409A Change of Control”), in which case such settlement shall be delayed until the Delayed Payment Date (as defined below)), provided that no such vesting or issuance shall occur if the Performance Share Units are replaced or continued by a Replacement Award that satisfies the requirements of Section 10.1(b) of the Plan. In the event that the Performance Share Units are replaced by a Replacement Award and you incur a Termination of Employment during the two years following a Change of Control by the Company without Cause or by you for Good Reason, such Replacement Award shall vest in full and be settled on the Delayed Payment Date. For purposes of this Agreement, the Delayed Payment Date means the first to occur of: (i) the date on which you incur a “separation from service” (within the meaning of Section 409A of the Code), or, if you are a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code) at the time of such “separation from service,” on the date that is six months following the date of your “separation from service”; (ii) the originally scheduled vesting date for the applicable Performance Share Units; (iii) the date of your death; and (iv) the date of a Section 409A Change of Control.

7.Dividend Equivalents. You are entitled to receive dividend equivalents on the Performance Share Units generally in the same manner and at the same time as if each Performance Share Unit were a Share. These dividend equivalents will be credited to you in the form of additional Performance Share Units. The additional Performance Share Units will be subject to the terms of this Agreement.

8.Withhold Taxes. You are responsible to promptly pay any Social Security and Medicare taxes (together, “FICA”) due upon vesting of the Performance Share Units, and any Federal, State, and local taxes due upon distribution of the Shares. The Company and its Subsidiaries are authorized to deduct from any payment to you any such taxes required to be withheld. As described in Section 15.4 of the Plan and to the extent permissible under applicable law, you may elect to have the Company withhold a portion of the Shares issued upon settlement of the Performance Share Units to satisfy all or part of the withholding tax requirements. You may also elect, at the time you vest in the Performance Share Units, to pay your FICA liability due with respect to those Performance Share Units out of those units. If you choose to do so, the Company will reduce the number of your vested Performance Share Units accordingly. The amount that is applied to pay FICA will be subject to Federal, State, and local taxes.

13PVFW1

9.Limitation of Rights. Except as set forth in the Agreement, until the Shares are issued to you in settlement of your Performance Share Units, you do not have any right in, or with respect to, any Shares (including any voting rights) by reason of this Agreement. Further, you may not transfer or assign your rights under the Agreement and you do not have any rights in the Company’s assets that are superior to a general, unsecured creditor of the Company by reason of this Agreement.

10.No Employment Contract. Nothing contained in the Plan or Agreement creates any right to your continued employment or otherwise affects your status as an employee at will. You hereby acknowledge that the Company and you each have the right to terminate your employment at any time for any reason or for no reason at all.

11.Amendment to Agreement Under Section 409A of the Code. You acknowledge that the Agreement and the Plan, or portions thereof, may be subject to Section 409A of the Code, and that changes may need to be made to the Agreement to avoid adverse tax consequences under Section 409A of the Code. You agree that following the issuance of such rules, the Company may amend this Agreement as it deems necessary or desirable to avoid such adverse tax consequences; provided, however, that the Company shall accomplish such amendments in a manner that preserves your intended benefits under the Agreement to the greatest extent possible.

12.Governing Law, Venue and Personal Jurisdiction. Notwithstanding anything contrary in the Plan, the validity, enforceability, construction and interpretation of the Plan or Agreement shall be governed by the laws of the State of Minnesota. You irrevocably waive any right to have the laws of any state or nation or other legal jurisdiction other than the State of Minnesota apply to the Plan or Agreement. Any dispute regarding the Plan or Agreement shall be exclusively decided by a state court in the State of Minnesota, and you irrevocably waive any right to have any such disputes decided in any jurisdiction or venue other than a state court in the State of Minnesota. You irrevocably consent to the personal jurisdiction of the state courts in the State of Minnesota for the purposes of any action arising out of or related to the Plan or Agreement, and irrevocably waive any right to remove any case commenced by Medtronic from a state court in the State of Minnesota to any federal court.

13.Agreement. You agree to be bound by the terms and conditions of this Agreement and the Plan. Your signature is not required in order to make this Agreement effective.

13PVFW1

Medtronic Stock Administration

Medtronic plc

c/o Medtronic, Inc.

800 53rd Ave NE #SLK32

Minneapolis, MN 55432

askhr@medtronic.com

888-422-1500

13PVFW1

MEDTRONIC PLC

AMENDED AND RESTATED 2013 STOCK AWARD AND INCENTIVE PLAN SUMMARY

U.S. Headquarters

Medtronic plc

c/o Medtronic, Inc.

710 Medtronic Parkway

Minneapolis, MN 55432-5604

USA

Internet: www.medtronic.com

Telephone: (763) 514-4000

FAX: (763) 514-4879

Printed in USA

December 8, 2017

This document constitutes part of a prospectus covering ordinary shares of Medtronic plc ("Medtronic" or the "Company") that have been registered under the Securities Act of 1933, as amended. Medtronic's ordinary shares are listed on the New York Stock Exchange (symbol: MDT).

No person is authorized to give any information or to make any representations, other than those contained in this prospectus, in connection with the offering described in this prospectus, and, if given or made, such information or representations must not be relied upon. This prospectus does not constitute an offer of any securities other than those to which it relates, or an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this prospectus nor any sales made hereunder will, under any circumstances, create any implication that there has been no change in the affairs of the Company or its subsidiaries since the date of this prospectus.

Additional information concerning the Company, including information regarding how you may obtain an electronic version or paper copy of the Company's Annual Report to Shareholders for the most recent fiscal year, appears in "Additional Information About Medtronic" at the end of this prospectus.

ABOUT THIS PROSPECTUS

It's Only a Summary

This prospectus includes information to enable you to understand basic information about the Amended and Restated 2013 Stock Award and Incentive Plan (the "Plan") and the types of awards that may be granted under the Plan: non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, other stock awards (unrestricted stock, dividend equivalents, deferred units and convertible debentures), performance-based restricted stock, performance units, and performance cash awards. However, it is important to remember that this prospectus is only a Summary and provides only general information.

This prospectus serves as a prospectus, as well as a Plan Summary. A prospectus is required by the U.S. Securities and Exchange Commission, or the SEC, whenever securities are offered for sale to a large group of potential buyers. The securities to which this prospectus relates were registered pursuant to a registration statement filed with the SEC on Form S-8 and consist of a number of ordinary shares as set forth below in the section "Overview of the Plan – Stock Offered Under the Plan." This prospectus omits certain information contained in the registration statement, and reference is hereby made to the registration statement and related exhibits for further information about Medtronic. Statements contained in this prospectus concerning the provisions of any document are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the registration statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such reference. See "Additional Information About Medtronic" at the end of this prospectus for directions on how to obtain or access other information.

Read the Entire Prospectus

It is important that you read the entire prospectus. Reading only portions can be confusing and misleading.

Additional Information About the Plan

You can obtain a copy of the Plan document electronically by accessing the Shareholder Resources intranet website at http://legalsite/shareholder/default.aspx. Once there, click on "Amended and Restated 2013 Stock Award and Incentive Plan" from among the choices offered under the "Stock Awards" section.

Please direct any questions regarding the Plan to your Human Resources Representative or to HROC - Stock Administration, Medtronic plc, c/o Medtronic, Inc., 710 Medtronic Parkway NE, MS LS195, Minneapolis, MN 55432-5604 or telephone 763.514.1500. You can also obtain a paper copy of the Plan document by calling HROC – Stock Administration or emailing rs.stockadmin@medtronic.com.

TABLE OF CONTENTS

Page


I. OVERVIEW OF THE PLAN			1
II. STOCK OPTIONS			5
III. STOCK APPRECIATION RIGHTS			7
IV. RESTRICTED STOCK AWARDS AND RESTRICTED STOCK UNITS			8
V. OTHER STOCK-BASED AWARDS			10
VI. PERFORMANCE-BASED AWARDS			11
VII. ADDITIONAL INFORMATION ABOUT MEDTRONIC			12

I.OVERVIEW OF THE PLAN

Purpose. Medtronic believes that stock-based compensation programs are a key element in achieving continued financial and operational success. The purpose of the Plan is to give Medtronic a competitive advantage in attracting, retaining, and motivating officers, employees, directors, and consultants, to provide the ability for Medtronic to provide such individuals with financial rewards that are intended to be deductible to the maximum extent possible as "performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code ("Section 162(m)"), and to provide Medtronic with an incentive plan that gives officers, employees, directors, and consultants financial incentives directly linked to shareholder value. Medtronic does not intend for any awards to be subject to any provisions of the Employee Retirement Income Security Act of 1974, as amended, nor is the Plan a qualified plan within the meaning of Section 401(a) of the Code.

Eligible Plan Participants. All directors, officers, and employees of Medtronic are eligible to receive awards under the Plan. Consultants who provide services to Medtronic are also eligible to receive awards under the Plan. Finally, individuals who have accepted offers of employment or consultancy from Medtronic are eligible to receive awards under the Plan, although no grant to such an individual will be effective prior to the date on which the individual's employment or consultancy commences. When we talk about employment with or providing services to Medtronic in this Summary, we include Medtronic subsidiaries. In addition, awards under the Plan offer you the opportunity to share in Medtronic's success -- a success that you have a role in creating. You should be aware that neither Medtronic nor anyone else can guarantee the future value of Medtronic's shares.

Types of Awards. This Summary describes in detail the types of awards under the Plan, which includes non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, other stock awards (unrestricted stock, dividend equivalents, deferred units and convertible debentures), performance-based restricted stock, performance units, and performance cash awards.

Stock Offered Under the Plan. The stock Medtronic offers under the Plan is Medtronic's ordinary shares, par value $0.0001 per share. As of the date of this Summary, the maximum number of shares that may be issued pursuant to awards granted under the Plan is the sum of (i) 50,000,000 shares, (ii) any shares which are available for grant as of December 8, 2017 under the Plan and (iii) any shares relating to the Plan or certain predecessor plans which become available for grants under the Plan following December 8, 2017. The maximum number of shares that may be issued pursuant to options intended to be incentive stock options is 50,000,000. For the purposes of calculating the number of shares issued under the Plan, Medtronic will count each share subject to a stock option or stock appreciation right as one share, but each share issued pursuant to any other award as three shares.

Limits on Awards. For the purposes of calculating share amounts for any individual recipient, Medtronic will count each share issued pursuant to any award as one share. No individual participant may be granted (a) options or stock appreciation rights under the Plan relating to more than 2,000,000 shares during any fiscal year and (b) awards other than options or stock appreciation rights relating to more than 2,000,000 shares under the Plan during any fiscal year. Any shares

subject to any terminated, expired or forfeited award do not count towards the share limits. In addition, the Plan authorizes the granting of awards entitling a participant to payment of cash amounts subject to the attainment of certain performance goals established in accordance with the requirements of Section 162(m). Medtronic refers to such awards as "performance cash awards." No individual participant may be paid more than $10,000,000 ($20,000,000 in the case of Medtronic's Chief Executive Officer) in respect of such awards during any fiscal year, including any amounts earned during such fiscal year and deferred.

Administration. The Plan is administered by a committee selected by Medtronic's Board of Directors and composed of two or more directors (the "Committee"). Each Committee member is a non-employee director as defined under federal securities law and an outside director as defined by regulations promulgated under Section 162(m). Unless otherwise determined by the Board of Directors, Medtronic's Compensation Committee administers the Plan. The Compensation Committee consists of members of the Board who satisfy the independence requirements of the New York Stock Exchange, as such requirements are interpreted by the Board in its business judgment. Board members are elected annually for a one-year term and until their successors are elected and qualified, and Compensation Committee members are appointed by the Board and serve until their successors are appointed and qualified.

The Committee has broad power to make awards under the Plan, including determining eligibility for participation, establishing performance goals for each participant, determining the types of awards to be granted to participants, and interpreting the terms and provisions of the Plan and any award. The Committee may delegate its responsibilities and Medtronic's full Board of Directors may exercise any of the Committee's powers and responsibilities. However, the Committee may not delegate any of its powers or responsibilities, and the full Board of Directors may not exercise any of those powers or responsibilities, to the extent that those actions would cause an award that is intended to be exempt from the limits on deductibility under Section 162(m) to lose that exemption or would cause an award to a director or executive officer to fail to be exempt from short-swing profit recovery under Section 16(b) of the Exchange Act. Different or additional provisions from those generally described in this prospectus may be applied to certain awards, especially those granted to non-U.S. participants. You are encouraged to review your award agreement carefully. By accepting an award under the Plan, you acknowledge that all decisions of the Committee will be final and binding on you, your beneficiaries and any other person having a claim or interest in the award.

Medtronic pays all costs of administering the Plan. The Medtronic shares distributed under the Plan will be newly issued shares and no fees, brokerage commissions or other charges are added.

Information About Awards. Employees may get information about the status of their outstanding awards from the third party provider, Fidelity, by calling 800-544-9354 (from the U.S.) or by viewing the following website www.netbenefits.com. Outside the U.S., you may access a toll-free number, which is listed by country on the following website: Fidelity.com/globalcall. You may also get information about the status of any other award(s) you may have received under the Plan from Medtronic HROC – Stock Administration by calling 763.514.1500.

Restrictions on Sale or Transfer of Shares. Except for restricted stock, you may generally sell or transfer Medtronic shares you receive upon exercise of options granted under the Plan any time after you receive them. However, if you possess material nonpublic information about Medtronic, you may not sell Medtronic shares until after such information is disclosed to the investing public. In addition, if you are a member of Medtronic's board of directors or an executive officer of Medtronic, you are subject to special rules restricting your transactions imposed by Section 16(b) of the Securities Exchange Act and Rule 144, as amended, and Medtronic's Insider Trading Policy. Further, if you are on a "blackout" list established by Medtronic, you may be subject to restrictions on your transactions during a "blackout" period. If you have any questions in this regard, you should contact Sarah Maveus at 1.763.505.2951.

Tax Considerations. Awards made under the Plan generally may result in an immediate taxable event to you if you are a U.S. taxpayer. We have outlined the federal tax consequences for U.S. employees for various awards on the following pages under "Tax Considerations." Please review these carefully.

Because U.S. federal tax laws can be very complex, the tax discussions in this Summary are necessarily very general in nature. These tax laws may change, and their application may vary depending on individual circumstances. You should also be aware of and refer to any state or local tax laws that apply to you. We recommend that you consult your own tax advisor about how the tax laws apply to your particular situation.

If you are a non-U.S. employee, you should always consult with your local tax advisor regarding the tax consequences of every award you receive.

Withholding Tax. We may withhold from certain awards, including grants of restricted stock in which you have made a Section 83(b) election, or upon exercise of a non-qualified stock option or stock appreciation right or settlement of a restricted stock unit award, an amount sufficient to cover any required withholding taxes. You may pay these taxes by check or, to the extent legally permissible, cover withholding obligations through a reduction in the number of shares to be delivered to you.

If you are an executive officer, the use of stock to satisfy your tax withholding obligation is subject to the restrictions and reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended.

Acceleration of Vesting. An award agreement may provide for accelerated performance periods, vesting of awards and expiration of applicable restrictions under various circumstances, including a change of control of Medtronic, or if your employment with Medtronic ends because of your death, disability or retirement. Under many award agreements, "disability" means you would be considered disabled under any Medtronic qualified retirement plan. "Retirement" generally means retirement on or after age 55 if you have been employed by Medtronic and/or one of its subsidiaries for at least ten years, or retirement on or after age 62. Different rules may apply to non-U.S. participants, and the Committee may establish different definitions from time to time.

Change of Control. Unless otherwise provided in an award agreement, upon a change of control (as defined in the Plan), each award granted under the Plan will immediately vest in full and become

exercisable and transferable unless the award is replaced by a qualifying replacement award that satisfies certain conditions set forth in the Plan. (We refer to awards that replace awards under the Plan following a change of control as "replacement awards," and those being replaced as "replaced awards.") In the case of performance awards, awards that are not replaced will be deemed to be earned and payable, adjusted pro rata for the amount of the performance period that has elapsed as of the date of the change of control, based on the greater of the applicable target level or the level of achievement of the applicable performance goals through the date of the change of control. In the event that the awards are replaced and, within two years following the Change of Control, your employment is terminated by the Company without Cause or by you for Good Reason (each as defined in the Plan), your replacement awards will vest, be free of restrictions and be deemed to be earned and payable in full, and all options and stock appreciation rights will remain exercisable for three years following the Change of Control (or for their full term, if shorter) unless your award agreement provides for a longer period.

Transferability of Awards. You may not transfer any award under the Plan, except for two situations. First, an award may be transferred to your beneficiary or legal representative if you die or become legally incompetent. Second, certain assignments or transfers may be permitted by an applicable award or the Committee.

Duration of and Changes to the Plan. The Plan will remain in effect until the tenth anniversary of the effective date of the Plan, which effective date is December 8, 2017. No awards may be granted after the tenth anniversary of the effective date of the Plan. The Medtronic Board may amend, alter or discontinue the Plan at any time, but any such action may not adversely affect your rights under an award already outstanding unless you agree to the action, except such an amendment made to comply with applicable law, including, without limitation, Section 409A of the Code or stock exchange rules.

Forfeitures. Subject to applicable law, all awards under this Plan are subject to forfeiture or other penalties pursuant (a) to the Company's Incentive Compensation Forfeiture Policy, as amended from time to time, and (b) such other forfeiture and/or penalty conditions and provisions as determined by the Committee and set forth in the applicable award agreement. We may require you to forfeit any stock or cash received as the result of a Plan award if, within six months prior to or twelve months following the date of termination of employment, you:

◦compete with Medtronic, including working for a competitor of Medtronic;

◦disclose Medtronic's proprietary information without permission;

◦violate Medtronic's business or ethics policies; or

◦cause any other occurrence determined by the Compensation Committee of the Board of Directors to require forfeiture.

Adjustments. If an increase or decrease in the number of shares occurs because of a stock dividend, stock split, reverse stock split or any other increase or decrease in the number of shares, the Committee will adjust the number of shares reserved for issuance under the Plan, the number of shares covered by each award and the price per share to reflect such change, as the Committee deems appropriate.

II.STOCK OPTIONS

General Description. The Plan enables the Committee to grant options to purchase our shares at specified exercise prices to participants. Options may be granted as "incentive stock options," which are intended to qualify for favorable tax treatment under federal tax law, or "nonqualified stock options," which are not intended to receive such favorable treatment. Under the Plan, the Committee determines the number of options to be granted to you. Unless otherwise determined by the Committee, each option grant is evidenced by a stock option agreement that specifies the option exercise price, whether the options are intended to be "incentive stock options" or "nonqualified stock options," the duration of the options, the number of shares underlying the options, and any additional terms determined by the Committee.

A stock option entitles you to purchase Medtronic shares, after any vesting requirements are met, at the exercise (purchase) price specified in the stock option agreement. The exercise price in all cases is at least 100% of the fair market value of a Medtronic shares on the date the option is granted.

When an Option May Be Exercised. Generally, options are subject to vesting during a period of at least one year following the date of grant. This minimum vesting period will not apply: (a) to awards made in payment of earned performance-based awards and other earned cash-based incentive compensation; (b) upon a termination of employment due to death, disability or retirement; (c) upon a change of control; (d) to a substitute award that does not reduce the vesting period of the award being replaced; or (e) to awards involving an aggregate number of shares not in excess of five percent of the shares available for grant as options or free-standing stock appreciation rights.

You must fulfill the conditions set forth in the Plan and your stock option agreement before exercising your option. The terms of individual awards may vary.

In the United States, a stock option grant will normally expire in 10 years, assuming your employment with Medtronic continues. Because the terms of option awards may vary, especially those granted to non-U.S. participants, you should review carefully the specific terms of your stock option agreement, which may differ from the terms described in this prospectus.

How to Exercise Your Option. When you exercise your option, you utilize your right to purchase a specified number of Medtronic shares at the predetermined exercise price. You must pay the full purchase price (the predetermined option exercise price times the number of option shares) plus any taxes required to be withheld at the time of exercise. To the extent permitted by law, your stock option purchase price can be paid in one of the following ways:

1.You may provide a certified or bank check or provide another payment instrument acceptable to Medtronic for the full purchase price of the stock option and an amount equal to any federal, state, local and/or foreign withholding taxes.

2.You may swap unrestricted Medtronic shares you already own that are equal in value to the full purchase price of the option and an amount equal to any federal, state, local and/or foreign withholding taxes (a "swap exercise"); provided that, in the case of an Incentive Stock Option, this can only be authorized at the time the option is granted.

3.To the extent permitted by applicable law, you may deliver a properly executed exercise notice to Medtronic or its designated administrator, together with a copy of irrevocable instructions to a broker to deliver promptly to Medtronic the amount of sale or loan proceeds

necessary to pay the purchase price, and an amount equal to any federal, state, local, and/or foreign withholding taxes. To facilitate the foregoing, Medtronic may, to the extent permitted by applicable law, enter into agreements for coordinated procedures with one or more brokerage firms.

4.You may instruct the Company's broker to withhold a number of shares having a fair market value (based on the fair market value of Medtronic shares on the date the applicable option is exercised) equal to the product of (i) the exercise price multiplied by (ii) the number of shares in respect of which the option shall have been exercised and an amount equal to any federal, state, local and/or foreign withholding taxes (a "cashless exercise").

Special procedures must be followed which are outlined in the option exercise form. Certain non-U.S. awards may have fewer payment options than those outlined above. You are encouraged to review your award carefully for your payment options.

To exercise your option, please contact the third party stock option service provider, Fidelity, by calling 800-544-9354 (from the U.S.). Outside the U.S., you may access a toll-free number, which is listed by country on the following website: Fidelity.com/globalcall.

When Your Employment Ends. Most stock option agreements provide that, if your employment with Medtronic ends because of death, disability or retirement, your outstanding options will become fully vested and exercisable and will remain exercisable for five years after your employment ends. If your option award expires before the end of this five-year period, the option will remain exercisable only until its expiration date.

Most stock option agreements also provide that, if your employment with Medtronic ends for any other reason, the vested but unexercised portion may be exercised for 90 days after the date your employment ends and will terminate after that 90 day period, and the unvested portion will terminate on the date your employment ends.

Conversion to Stock-Settled Stock Appreciation Rights. Most stock option agreements provide that Medtronic has the option of converting your non-qualified stock option into a stock-settled stock appreciation right. If your option is converted, upon exercise of the stock appreciation right, you would receive shares with a value equal to the excess of (1) the fair market value of the shares on the date of exercise over (2) the option price per share multiplied by the number of shares.

Tax Considerations. Tax consequences vary from country to country. Under current U.S. federal tax laws, you owe no tax at the time you receive a non-qualified stock option award. However, when you exercise a non-qualified stock option, ordinary income taxes are due on the difference between the market price of the Medtronic shares subject to the option on the date of exercise and the option exercise price of those shares, and Medtronic will generally be entitled to a corresponding tax deduction at that time. If you later sell the shares, any additional gain or loss you experience generally will be taxed as a capital gain or loss if the required holding period is met. Because tax requirements can change, and because this brief discussion doesn't address, among other things, the tax laws of states, localities and other countries, you should consult your tax advisor for information about your individual tax situation.

For incentive stock options, you will not recognize taxable income at the time of a grant. You will also not recognize taxable income (except for purposes of the alternative minimum tax) upon exercise of an incentive stock option.

If the shares acquired by exercise of an incentive stock option are held for the longer of (1) two years from the date the option was granted and (2) one year from the date the shares were purchased, any gain or loss arising from disposition of those shares, based on the excess of the amount realized upon the disposition over the original exercise price, will be taxed as a long term capital gain or loss, and Medtronic will not be entitled to any deduction. If, however, your shares are not held for these periods, then in the year of disposition you will recognize compensation taxable as ordinary income equal to the excess of the fair market value of such shares on the exercise date less the exercise price. Medtronic generally will be entitled to a corresponding deduction at that time. The excess of any amount realized in the disposition over the fair market value of the stock on the exercise date will be treated as a capital gain. If the amount realized upon disposition of the stock is less than the value at exercise, the amount you will recognize as ordinary income will be equal to the fair market value of the stock at the date of exercise less the exercise price of the stock.

III.STOCK APPRECIATION RIGHTS

General Description. The Plan enables the Committee to grant awards of stock appreciation rights to you. A stock appreciation right entitles you to receive, upon exercise, an amount equal to the excess, if any, of the fair market value of a Medtronic share over the exercise price of the stock appreciation right.

The Plan provides that the Committee may determine the exercise price of any stock appreciation right, but (except in limited circumstances involving awards assumed in certain corporate transactions) the exercise price cannot be less than the fair market value of a Medtronic share on the date the stock appreciation right is granted. Under the Plan, Medtronic is able to grant "tandem SARs," which are stock appreciation rights granted in conjunction with an option, and "free-standing SARs," which are stock appreciation rights not granted in conjunction with an option.

A "tandem SAR" may be granted on the same date as the related option, will be exercisable only at the time the related option is exercisable, and will have the same exercise price as the related option. When the related option is exercised or forfeited, the "tandem SAR" will terminate or be forfeited; and when the "tandem SAR" is exercised or forfeited, the related option will similarly terminate or be forfeited.

Vesting and Transferability. Generally, stock appreciation rights will be subject to vesting during a period of at least one year following the date of grant. This minimum vesting period will not apply: (a) to awards made in payment of earned performance-based awards and other earned cash-based incentive compensation; (b) upon a termination of employment due to death, disability or retirement; (c) upon a change of control; (d) to a substitute award that does not reduce the vesting period of the award being replaced; or (e) to awards involving an aggregate number of shares not in excess of five percent of the shares available for grant as options or free-standing stock appreciation rights. Stock appreciation rights issued under the Plan will not be transferable except by will or the laws of descent, except for "free-standing SARs," which will be transferable on terms set by the Committee.

Tax Considerations. You will not recognize taxable income at the time of a grant of a stock appreciation right, and Medtronic will not be entitled to a tax deduction at that time. Upon exercise, however, you will recognize compensation taxable as ordinary income (and subject to income tax withholding) equal to the fair market value of any shares delivered and the amount of cash paid by Medtronic in settlement of the rights, and Medtronic will generally be entitled to a corresponding deduction at that time.

IV.RESTRICTED STOCK AWARDS AND RESTRICTED STOCK UNITS

General Description. A restricted stock award entitles you to receive Medtronic shares that you cannot sell or otherwise transfer during the restricted period set forth in your award agreement. The shares comprising a restricted stock award will be forfeited if you do not remain employed by Medtronic throughout the restricted period. The Committee may also impose other conditions on any restricted stock award, including performance goals. Medtronic refers to awards of restricted stock subject to conditions on grant, transferability, or vesting based on the satisfaction of performance goals as "performance-based restricted stock." If conditions are not satisfied during the restricted period, you will forfeit the award. If you remain employed by Medtronic throughout the restricted period, and if all other conditions imposed on your award are satisfied, including any performance goals and/or time-based requirements, your award will vest and the transfer restrictions will lapse as of the last day of the restricted period. The restricted period is typically at least three years, although a vesting period of at least one year is permissible for performance-based restricted stock. An award of restricted stock may, however, vest in part on a pro rata basis before the expiration of any restricted period. These minimum vesting periods will not apply: (a) to awards made in payment of earned performance-based awards and other earned cash-based incentive compensation; (b) upon a termination of employment due to death, disability or retirement; (c) upon a change of control; (d) to a substitute award that does not reduce the vesting period of the award being replaced; or (e) to awards involving an aggregate number of shares not in excess of five percent of shares available for grant as restricted stock (together with all other shares available for grant as awards other than options and stock appreciation rights).

During the restricted period you enjoy important rights as a Medtronic shareholder. Dividends are paid to you on the shares covered by the award (except with respect to performance-based restricted stock where the applicable goals have not yet been attained and the award has not yet vested), you have voting rights, and shareholder communications are distributed to you. During the restricted period set by the Committee with respect to restricted stock, however, you may not sell, transfer, pledge, exchange, or otherwise encumber shares of unvested restricted stock. During the restricted period, Medtronic will maintain custody of the unvested shares. When your award vests, the shares will be delivered to you. You may generally dispose of shares acquired pursuant to a restricted stock award at any time after the award vests.

A restricted stock unit award entitles you to a specified number of hypothetical Medtronic shares. Restricted stock units may be subject to conditions on grant or vesting based on your continued service, conditions based on the satisfaction of performance goals, or both. Medtronic refers to awards of restricted stock units subject to conditions on grant or vesting based on the satisfaction of performance goals as "performance units."

Generally, any award of restricted stock units will be subject to vesting during a period of at least three years following the date of grant, although a vesting period of at least one year is permissible

for performance units. These minimum vesting periods will not apply: (a) to awards made in payment of earned performance-based awards and other earned cash-based incentive compensation; (b) upon a termination of employment due to death, disability or retirement; (c) upon a change of control; (d) to a substitute award that does not reduce the vesting period of the award being replaced; or (e) to awards involving an aggregate number of shares not in excess of five percent of shares available for grant as restricted stock units (together with all other shares available for grant as awards other than options and stock appreciation rights). Because restricted stock units are not actual, issued Medtronic shares, you do not have the rights of a shareholder, but an award of restricted stock units may call for the payment of dividend equivalents (except with respect to performance-based restricted stock where the applicable goals have not yet been attained and the award has not yet vested). Restricted stock units may not be sold, transferred, pledged, or otherwise encumbered before the units have vested. Restricted stock units that vest will be settled in cash or in Medtronic shares or a combination thereof, as determined by the Committee.

When Your Employment Ends. If you leave Medtronic during a restricted period because of death, disability or retirement, you will be entitled to receive that number of shares of restricted stock that has been prorated prior to your termination, and all restrictions for those shares will lapse. If you leave Medtronic for any other reason than death, disability or retirement, any shares of restricted stock whose restrictions have not lapsed will automatically be forfeited in full.

For restricted stock units, if you leave Medtronic during a restricted period as a result of your death, disability or retirement, the Company will issue you a number of shares equal to the number of your vested restricted stock units, including any dividend equivalents. If you leave Medtronic for any other reason than death, disability or retirement, the restricted stock units will automatically be forfeited in full.

Tax Considerations. Tax consequences vary from country to country. Under current U.S. federal tax laws, you owe no tax at the time you receive a restricted stock award unless you elect to recognize income under Section 83(b) of the Internal Revenue Code. Under Section 83(b), you may elect, within thirty days after the date you receive a restricted stock award, to include in your gross income for the year in which the award is made an amount equal to the fair market value of the shares you received on the date of the award. The fair market value is determined without regard to the restrictions and risk of forfeiture imposed by the Plan. If you make a Section 83(b) election and you later forfeit the restricted shares granted to you, you are not allowed to deduct the amount that you previously included in your gross income with respect to such shares.

If you do not make a Section 83(b) election, you are required to include in your gross income for the year in which the restricted stock award vests (including any vesting due to a "change of control") an amount equal to the fair market value of the shares as of the date the award vests. Regardless of whether you elect under Section 83(b) or wait until the award vests, the amount included in your gross income is treated as compensation and taxed as ordinary income.

Medtronic is entitled to an income tax deduction equal to the amount included in your gross income. The deduction is allowed at the same time that the amount is included in your gross income. If you make a Section 83(b) election and later forfeit the shares, Medtronic must include in its gross income for the year the forfeiture occurs an amount equal to the amount it previously claimed as a deduction with respect to such shares.

If you do not make a Section 83(b) election, any dividends paid with respect to the shares before they vest are taxed to you as ordinary income and are deductible by Medtronic as compensation. If you make a Section 83(b) election, such dividends are treated as dividend income to you and are not deductible by Medtronic.

When you sell your restricted stock award shares, you will recognize long- or short-term capital gain (or loss) equal to the difference between the amount you obtain from the sale and your income tax basis in the shares. For this purpose, your income tax basis is equal to the amount previously included in your gross income.

For restricted stock units, you will not recognize taxable income at the time of a grant of a restricted stock unit, and Medtronic will not be entitled to a tax deduction at that time. You will recognize compensation taxable as ordinary income (and subject to income tax withholding), however, at the time of the settlement of the award, equal to the fair market value of any shares delivered and the amount of cash paid by Medtronic. Medtronic will be entitled to a corresponding deduction, except to the extent that the deduction limits of Section 162(m) apply.

Because tax requirements can change, and because this brief discussion does not address, among other things, the tax laws of states, localities and other countries, you should consult your tax advisor for information about your individual tax situation.

V.OTHER STOCK-BASED AWARDS

General Description. The Plan also enables the Committee to grant other stock-based awards. Other stock-based awards are awards that are valued by reference to our shares, including unrestricted stock, dividend equivalents, deferred units and convertible debentures. Awards of unrestricted stock may only be granted in lieu of compensation that would otherwise be due and payable to the participant. Generally, another stock-based award that is not an option, stock appreciation right, or grant of unrestricted stock will be subject to vesting during a period of at least three years following the date of grant, although a vesting period of at least one year is permissible if vesting of the award is conditioned on performance goals. Such an award may, however, vest in part on a pro rata basis before the expiration of any vesting period. This minimum vesting period will not apply: (a) to awards made in payment of earned performance-based awards and other earned cash-based incentive compensation; (b) upon a termination of employment due to death, disability or retirement; (c) upon a change of control; (d) to a substitute award that does not reduce the vesting period of the award being replaced; or (e) to awards involving an aggregate number of shares not in excess of five percent of shares available for grant as other stock-based awards (together with all other shares available for grant as awards other than options and stock appreciation rights). Non-employee directors may receive deferred units, which represent the right to receive Medtronic shares, which deferred units are vested in full as of the grant date, and settled in shares at a later date.

Tax Considerations. If you receive unrestricted stock or restricted stock subject only to restrictions on transferability, you will recognize compensation taxable as ordinary income (and subject to income tax withholding) at the time of the grant, equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. Medtronic will generally be entitled to a corresponding deduction at that time, except to the extent that the deduction limits of Section 162(m) apply. If you are a non-employee director who receives a deferred unit award, you will recognize compensation taxable at ordinary income tax rates when payment is made. Medtronic

is generally entitled to a corresponding tax deduction at that time. The deferred unit awards are intended to comply with Section 409A of the Internal Revenue Code.

VI.PERFORMANCE-BASED AWARDS

General Description. The Plan authorizes the Committee to grant performance cash awards, performance-based restricted stock, and performance units. Medtronic refers to these kinds of awards collectively as "performance-based awards." The performance aspect refers to the fact that one or more performance goals must be met in order for the award to vest and be payable. Performance goals relate to sales, net sales, revenue, revenue growth or product revenue growth, operating income (before or after taxes), earnings before interest, taxes, depreciation and amortization, operating cash flow, return on invested capital, and other indicators of Medtronic's financial performance, and may be adjusted based on events such as changes in accounting principles and tax laws, corporate transactions and unusual or nonrecurring events (except that for awards intended to qualify as performance-based compensation within the meaning of Section 162(m), any such adjustments must be made in accordance with Section 162(m)).

Conditions. Each qualified performance-based award (other than an option or stock appreciation right) is vested and payable to you upon the achievement of one or more performance goals, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate. You must be a "covered employee" (as defined in Section 162(m)(3) of the Code) to be eligible for a performance-based award. No performance-based award may be amended in any manner that would cause the award to cease to qualify for the Section 162(m) exemption. A "Performance Cash Award" is an award entitling the recipient to payment of a cash amount subject to the attainment of performance goals. Performance Cash Awards may be paid in cash, shares, other property or any combination thereof, in the sole discretion of the Committee as set forth in the applicable award agreement. The performance levels to be achieved for each performance period and the amount of the award to be distributed shall be conclusively determined by the Committee.

Tax Considerations. If you receive a performance-based restricted stock award and/or performance unit award, vesting and taxation will be determined in the same manner as that described for time-based restricted stock awards and restricted stock unit awards in the Restricted Stock Awards and Restricted Stock Units section, except that you must meet the additional performance goals described above for your award to vest. If you receive a performance-based cash award, your award is compensation taxed as ordinary income when payment is made (and subject to withholding), and Medtronic is entitled to a corresponding deduction at that time, provided that such award qualifies for the Section 162(m) exemption, and the terms of any such award (and of the grant thereof) are consistent with such designation.

VII.ADDITIONAL INFORMATION ABOUT MEDTRONIC

You can obtain additional information about Medtronic and its shares from these sources, which are all documents filed with the SEC and are incorporated by reference herein:

◦Medtronic's latest Annual Report on Form 10-K (or, prior to Medtronic's filing of such report, the most recently filed Medtronic, Inc. annual report and Medtronic's final prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933);

◦All other reports filed by Medtronic under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of the fiscal year covered by the Annual Report referred to above; and

◦The description of Medtronic's ordinary shares contained in a registration statement filed under the Securities Exchange Act of 1934, as amended, including any amendment or report updating that description.

The SEC allows us to incorporate by reference the information in documents we file with them, which means that we can disclose important information to you about Medtronic by referring you to those documents. The information incorporated by reference is an important part of this Summary, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed above and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, until all awards granted under the Plan have fully vested and/or been acquired.

You may request a copy of these filings, as well as a copy of Medtronic's most recent Annual Report to shareholders, at no cost, by writing or telephoning us at the following address:

Investor Relations Department

Medtronic plc

c/o Medtronic, Inc.

710 Medtronic Parkway, LC-480

Minneapolis, Minnesota 55432

763.505.2692

Medtronic is subject to the available information requirements of the Securities Exchange Act of 1934 and files reports and other information with the SEC. Reports, proxy statements and other information filed by Medtronic with the SEC can be inspected and copied at the SEC's Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m.. Copies of such materials can be obtained from the public reference section of the SEC in Washington, D.C. at prescribed rates. You may call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the Public Reference Room. Medtronic's SEC reports and filings are also available at the SEC website at http://www.sec.gov.

You can also access most of these filings on our website at http://www.medtronic.com/. Under "Menu" on the upper portion of the page, click on "About Medtronic," then click "Investors." Then, click on "SEC Filings" on the right hand side of the page within the "Tools" box. Medtronic's most recent Annual Report to Shareholders is also available at http://www.medtronic.com/annualmeeting.

MEDTRONIC PLC AMENDED AND RESTATED 2013 STOCK AWARD AND INCENTIVE PLAN

Section 1. Purpose; Definitions

1.1 Purpose

The purpose of this Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan (this “Plan”) is to give the Company and its Subsidiaries (each as defined below) a competitive advantage in attracting, retaining, and motivating officers, employees, directors, and consultants, to provide the ability for the Company to provide such individuals with financial rewards that are intended to be deductible to the maximum extent possible as “performance-based compensation” within the meaning of Section 162(m) of the Code (as defined below), and to provide the Company and its Subsidiaries with an incentive plan that gives officers, employees, directors, and consultants financial incentives directly linked to shareholder value. This Plan is intended to serve as the Company’s primary vehicle for equity compensation awards and long-term cash incentive awards for employees, directors, and other service providers, as well as annual bonus awards for the Company’s executive officers. Following the date that this Plan was approved by the Company’s shareholders, no further equity compensation awards were granted pursuant to any other Company plan (it being understood that outstanding awards under such plans will continue to be settled pursuant to the terms of such plans). The Plan was originally adopted by the board of directors of Medtronic, Inc. and approved by the shareholders of Medtronic, Inc. on July 12, 2013, and was subsequently amended on January 26, 2015 to be assumed by the Company as an Irish public limited company. The Plan is hereby amended and restated as of December 8, 2017, subject to any required approval of the Company’s shareholders.

1.2 Definitions

Certain terms used herein have definitions given to them in the first place in which they are used. In addition, for purposes of this Plan, the following terms are defined as set forth below:

(a) “Act” means the Securities Exchange Act of 1934, as amended from time to time, any regulations promulgated thereunder, and any successor thereto.

(b) “Administrator” shall have the meaning set forth in Section 2.2.

(c) “Applicable Exchange” means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Shares.

(d) “Award” means an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-Based Award, or Performance Award granted pursuant to the terms of this Plan.

(e) “Award Agreement” means a written document or agreement setting forth the terms and conditions of a specific Award.

(f) “Beneficial Owner” shall have the meaning given in Rule 13d-3, promulgated pursuant to the Act.

(g) “Board” means the Board of Directors of the Company.

(h) “Cause” means, unless otherwise provided in an Award Agreement, (i) “Cause” as defined in any Individual Agreement to which the applicable Participant is a party and which is operative at the time in question, or (ii) if there is no such Individual Agreement, or if it does not define “Cause”: (A) commission by the Participant of a felony under federal law, local law or the law of the state in which such action occurred, (B) failure on the part of the Participant to perform such Participant’s employment duties in any material respect, (C) the Participant’s prolonged absence from duty without the consent of the Company, (D) intentional engagement by the Participant in any activity that is in conflict with or adverse to the business or other interests of the Company, or (E) willful misconduct or malfeasance of

duty which is reasonably determined to be detrimental to the Company. Notwithstanding the general rule of Section 2.3, following a Change of Control, any determination by the Committee as to whether “Cause” exists shall be subject to de novo review.

(i) “Change of Control” shall have the meaning set forth in Section 10.2.

(j) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, regulations promulgated thereunder, and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code.

(k) “Committee” means a committee or subcommittee of the Board, appointed from time to time by the Board, which committee or subcommittee shall consist of two or more non-employee directors, each of whom is intended to be, to the extent required by Rule 16b-3, a “non-employee director” as defined in Rule 16b-3 and, to the extent required by Section 162(m) of the Code and any regulations promulgated thereunder, an “outside director” as defined under Section 162(m) of the Code. Initially, and unless and until otherwise determined by the Board, “Committee” means the Compensation Committee of the Board.

(l) “Company” means Medtronic plc, an Irish public limited company.

(m) “Disaffiliation” means a Subsidiary’s ceasing to be a Subsidiary for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary) or a sale of a division of the Company.

(n) “Eligible Individuals” means directors, officers, employees, and consultants of the Company or any Subsidiary, and prospective employees, officers and consultants, who have accepted offers of employment or consultancy from the Company or any Subsidiary; provided however, that no grant shall be effective prior to the date on which such individual’s employment or consultancy commences.

(o) “Fair Market Value” means, unless otherwise determined by the Committee, the closing price of a Share on the Applicable Exchange on the date of measurement or, if Shares were not traded on the Applicable Exchange on such measurement date, on the next preceding date on which Shares were traded, all as reported by such source as the Committee may select. If the Shares are not listed on a national securities exchange, Fair Market Value shall be determined by the Committee in its good faith discretion, taking into account, to the extent appropriate, the requirements of Section 409A of the Code.

(p) “Free-Standing SAR” shall have the meaning set forth in Section 5.3.

(q) “Full-Value Award” means any Award other than an Option, Stock Appreciation Right, or Performance Cash Award.

(r) “Good Reason” for termination means, unless otherwise provided in an Award Agreement, a Termination of Employment during the two-year period following a Change of Control by a Participant if (i) such Termination of Employment constitutes a termination for “good reason” or qualifies under any similar constructive termination provision, in either case, in any Individual Agreement applicable to such Participant, or (ii) if the Participant is not party to any such Individual Agreement, or if such Individual Agreement does not contain such a provision, any Termination of Employment following the occurrence of: (A) an involuntary relocation that increases the Participant’s commute by more than 50 miles from the commute in effect immediately prior to the applicable Change of Control, (B) a material reduction in either the Participant’s base pay or in the Participant’s overall compensation opportunity from the levels in effect immediately prior to the applicable Change of Control or (C) a material reduction in the Participant’s authority, duties or responsibilities below the levels in effect immediately prior to the applicable Change of Control. Notwithstanding the foregoing, a Termination of Employment shall be deemed to be for Good Reason under clause (ii) of this Section 1.2(r) only if the Participant provides written notice to the Company of the existence of one or more of the conditions giving rise to Good Reason within 90 days of the initial existence of such condition, the Company fails to cure such condition during the 30-day period (the “Cure Period”) following its receipt of such notice, and the Participant terminates employment within 180 days following the conclusion of the Cure Period.

(s) “Grant Date” means (i) the date on which the Committee (or its delegate, if applicable) takes action to select an Eligible Individual to receive a grant of an Award and determines the number of Shares to be subject to such Award, or (ii) such later date as is provided by the Committee (or its delegate, if applicable).

(t) “Incentive Stock Option” means any Option that is designated in the applicable Award Agreement as an “incentive stock option” within the meaning of Section 422 of the Code or any successor provision thereto, and that in fact qualifies.

(u) “Individual Agreement” means an employment, consulting, severance, change of control, or similar agreement between a Participant and the Company or between the Participant and any of the Company’s Subsidiaries. For purposes of this Plan, an Individual Agreement shall be considered “operative” during its term; provided, that an Individual Agreement under which severance or other substantive protections, compensation and/or benefits are provided only following a change of control or termination of employment in anticipation of a change of control shall not be considered “operative” until the occurrence of a Change of Control or Termination of Employment in anticipation of a Change of Control, as the case may be.

(v) “ISO Eligible Employee” means an employee of the Company, any subsidiary corporation (within the meaning of Section 424(f) of the Code) of the Company.

(w) “Nonqualified Option” means any Option that either (i) is not designated as an Incentive Stock Option or (ii) is so designated but fails to qualify as such.

(x) “Option” means an Award granted under Section 5.1.

(y) “Other Stock-Based Awards” means Awards of Shares and other Awards that are valued in whole or in part by reference to, or are otherwise based upon, Shares, including (without limitation) unrestricted stock, dividend equivalents, and convertible debentures.

(z) “Other Stock-Based Performance Award” shall have the meaning given in Section 8.

(aa) “Participant” means an Eligible Individual to whom an Award is or has been granted.

(bb) “Performance Award” means a Performance Cash Award, an Other Stock-Based Performance Award, an Award of Performance-Based Restricted Stock, or Performance Units, as each is defined herein.

(cc) “Performance-Based Restricted Stock” shall have the meaning given in Section 6.1.

(dd) “Performance Cash Award” shall have the meaning set forth in Section 9.

(ee) “Performance Goals” means the performance goals established by the Committee in connection with the grant of a Performance Award. In the case of Qualified Performance-Based Awards, (i) such Performance Goals shall be based on the attainment of or changes in specified levels of one or more of the following measures: sales, net sales, revenue, revenue growth or product revenue growth, operating income (before or after taxes), earnings before interest, taxes, depreciation and amortization, operating cash flow, return on invested capital, return on capital employed, pre- or after-tax income (before or after allocation or corporate overhead and bonus), net earnings, earnings per share, diluted earnings per share, consolidated earnings before or after taxes (including earnings before some or all of the following: interest, taxes, depreciation and amortization), net income, gross profit, gross margin, year-end cash, debt reductions, book value per share, return on equity, expense management, return on investment, improvements in capital structure, profitability of an identifiable business unit or product, maintenance or improvements of profit margins, stock price, market share, costs, cash flow, working capital, return on assets or net assets, asset turnover, inventory turnover, economic value added (economic profit) or equivalent metrics, comparison with various stock market indices, appreciation in and/or maintenance of share price, reductions in costs, regulatory achievements, implementation, completion or attainment of measurable objectives with respect to research, development, products or projects and recruiting or maintaining personnel, and total shareholder return; each as measured with respect to the Company or one or more Subsidiaries, divisions, business units, or business segments of the Company, either in absolute terms or relative to the performance of one or more other companies or an index covering multiple companies; (ii) such Performance Goals shall be set by the Committee in the time period prescribed

by Section 162(m) of the Code and the regulations promulgated thereunder; (iii) such Performance Goals shall be objective, pre-established performance goals within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder and (iv) the achievement of such Performance Goals shall be certified in accordance with the requirements of Section 162(m) of the Code.

(ff) “Performance Period” means that period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any Performance Goal specified by the Committee with respect to such Award is to be measured.

(gg) “Performance Units” shall have the meaning given in Section 7.1.

(hh) “Plan” means this Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan, as set forth herein and as hereafter amended from time to time.

(ii) “Predecessor Plans” means the Company’s Amended and Restated 1994 Stock Award Plan, 1998 Outside Director Stock Compensation Plan, Executive Incentive Plan, Kyphon Inc. 2002 Stock Plan, 2003 Long-Term Incentive Plan and 2008 Stock Award and Incentive Plan.

(jj) “Qualified Performance-Based Award” means an Award intended to qualify for the Section 162(m) Exemption, as provided in Section 11.

(kk) “Replaced Award” shall have the meaning given in Section 10.1.

(ll) “Replacement Award” shall have the meaning given in Section 10.1.

(mm) “Restricted Stock” shall have the meaning given in Section 6.

(nn) “Restricted Stock Units” shall have the meaning given in Section 7.

(oo) “Restriction Period” means, with respect to Restricted Stock and Restricted Stock Units, the period commencing with the Grant Date and ending upon the expiration of the applicable vesting conditions or the achievement of the applicable Performance Goals (it being understood that the Committee may provide that restrictions shall lapse with respect to portions of the applicable Award during the Restriction Period).

(pp) “Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

(qq) “Share” means an ordinary share, par value $0.0001 per share of the Company.

(rr) “Stock Appreciation Right” or “SAR” shall have the meaning set forth in Section 5.3.

(ss) “Subsidiary” has the meaning set forth in section 7 of the Companies Act 2014 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 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.

(tt) “Substitute Award” means any Award granted in assumption of, or in substitution for, an award of a company or business (that is not, prior to the applicable transaction, a Subsidiary of the Company) acquired by the Company or a Subsidiary or with which the Company or a Subsidiary combines.

(uu) “Tandem SAR” shall have the meaning set forth in Section 5.3.

(vv) “Ten Percent Shareholder” means a person owning stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, any subsidiary corporation (within the meaning of Section 424(f) of the Code).

(ww) “Term” means the maximum period during which an Option or Stock Appreciation Right may remain outstanding, subject to earlier termination upon Termination of Employment or otherwise, as specified in the applicable Award Agreement.

(xx) “Termination of Employment” means, unless otherwise provided in the Award Agreement, the termination of the applicable Participant’s employment with, or performance of services for, the Company and any of its Subsidiaries. Unless otherwise determined by the Committee, a Participant employed by, or performing services for, a Subsidiary or a division of the Company shall be deemed to incur a Termination of Employment if, as a result of a Disaffiliation, such Subsidiary, or division ceases to be a Subsidiary or division, as the case may be, and the Participant does not immediately become an employee of, or service provider for, the Company or another Subsidiary. Temporary absences from employment because of illness, vacation, or leave of absence, and transfers among the Company and its Subsidiaries, shall not be considered Terminations of Employment. Notwithstanding the foregoing, with respect to any Award that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, “Termination of Employment” shall mean a “separation from service” as defined under Section 409A of the Code.

Section 2. Administration

2.1 Committee

The Plan shall be administered by the Committee or a duly designated Administrator, as defined herein. The Committee shall, subject to Section 11, have plenary authority to grant Awards to Eligible Individuals pursuant to the terms of the Plan. Among other things, the Committee shall have the authority, subject to the terms and conditions of the Plan:

(a) To select the Eligible Individuals to whom Awards may be granted;

(b) To determine whether and to what extent Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, or Performance Awards, or any combination thereof, are to be granted hereunder;

(d) To determine the terms and conditions of each Award granted hereunder, based on such factors as the Committee shall determine;

(e) Subject to Section 12, to modify, amend, or adjust the terms and conditions of any Award;

(f) To adopt, alter, or repeal such administrative rules, guidelines, and practices governing the Plan as the Committee shall from time to time deem advisable;

(g) To interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto);

(h) Subject to Sections 11 and 12, to accelerate the vesting or lapse of restrictions of any outstanding Award, based in each case on such considerations as the Committee in its sole discretion may determine;

(i) To decide all other matters that must be determined in connection with an Award;

(j) To determine whether, to what extent, and under what circumstances cash, Shares, and other property and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant; and

(k) To otherwise administer the Plan.

2.2 Committee Procedures; Board Authority

The Committee shall exercise its authority under the Plan as follows:

(a) The Committee may act only with the assent of a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange and subject to Section 11.3, allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it (the “Administrator”). Notwithstanding the foregoing, the Committee may not so delegate any responsibility or power to the extent that such delegation would cause a Qualified Performance-Based Award hereunder not to qualify for the Section 162(m) Exemption, or make any Award hereunder subject to (and not exempt from) the short-swing recovery rules of Section 16(b) of the Act. Without limiting the generality of the foregoing, the Committee may not delegate its responsibilities and powers to grant, establish the terms and conditions of, and otherwise administer Qualified Performance-Based Awards, nor its responsibilities and powers to grant and establish the terms and conditions of Awards to Participants who are subject to Section 16(b) (as defined in Section 11.4 below).

(b) Subject to Section 11.3, any authority granted to the Committee may also be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

2.3 Discretion of Committee

Subject to Section 1.2(h), any determination made by the Committee or by the Administrator under the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Committee or the Administrator at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee or the Administrator shall be final and binding on all persons, including the Company, Participants, and Eligible Individuals, and by accepting an Award under the Plan, each Participant acknowledges that all decisions of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having a claim or an interest in the Award.

2.4 Award Agreements

Unless otherwise determined by the Committee, the terms and conditions of each Award, as determined by the Committee, shall be set forth in a written Award Agreement. Award Agreements may be amended only in accordance with Section 12 hereof.

Section 3. Shares Subject to Plan

3.1 Plan Maximums

Subject to adjustment as provided in Section 3.4, (a) the maximum number of Shares that may be issued pursuant to Awards under the Plan shall be the sum of (i) Fifty Million (50,000,000) Shares, (ii) any Shares which are available for grant as of the Effective Date under the Plan and (iii) any Shares relating to the Plan or Predecessor Plans which become available for grants under the Plan following the Effective Date pursuant to Section 3.2; and (b) the maximum number of Shares that may be issued pursuant to Options intended to be Incentive Stock Options following the Effective Date shall be 50,000,000. Shares subject to an Award under the Plan may be authorized and unissued Shares or may be treasury Shares.

3.2 Rules for Calculating Shares Issued

For purposes of the limits set forth in Section 3.1 (but not for purposes of the limits set forth in Section 3.3), each Share that is subject to a Full-Value Award shall be counted as 3.0 Shares. To the extent that any Award under this Plan or the Predecessor Plans is forfeited, or any Option and related Tandem SAR or any Free-Standing SAR granted under this Plan or the Predecessor Plans terminates, expires, or lapses without being exercised, or any Award is settled for cash, the Shares subject to such Awards not delivered as a result thereof shall thereupon become available (in the case of Full-Value Awards, based upon the share-counting ratio set forth in the first sentence of this Section 3.2) for Awards under the Plan. In the event that any Shares are withheld by the Company or previously acquired Shares are tendered (either

actually or by attestation) by a Participant to satisfy any tax withholding obligation with respect to an Award other than an Option or SAR, then the Shares so tendered or withheld shall automatically again become available for issuance under the Plan and correspondingly increase the total number of Shares available for issuance under Section 3.1 in accordance with the same ratio specified in this Section 3.2. Notwithstanding anything to the contrary in this Section 3.2, the following Shares will not again become available for issuance under the Plan: (a) any Shares which would have been issued upon any exercise of an Option but for the fact that the exercise price was paid by a “net exercise” pursuant to Section 5.8(c) or any previously acquired Shares tendered (either actually or by attestation) by a Participant in payment of the exercise price of an Option; (b) any Shares withheld by the Company or previously acquired Shares tendered (either actually or by attestation) by a Participant to satisfy any tax withholding obligation with respect to an Option or SAR (but not other Awards); (c) Shares covered by a SAR that are not issued in connection with the stock settlement of the SAR upon its exercise; (d) Shares that are repurchased by the Company using Option exercise proceeds; and (e) if Shares are withheld pursuant to Section 15.4 at a rate that is higher than the minimum statutory tax rate, only the number of Shares withheld at the minimum statutory tax rate will again become available for issuance under the Plan. In addition, in the case of any Substitute Award, Shares delivered or deliverable in connection with such Substitute Award shall not be deemed granted or issued under the Plan for purposes of Sections 3.1 or 3.3.

3.3 Individual Limits

Subject to adjustment as provided in Section 3.4, no Participant may be granted (a) Options and Stock Appreciation Rights relating to more than 2,000,000 Shares under the Plan during any fiscal year and (b) Awards other than Options or Stock Appreciation Rights relating to more than 2,000,000 Shares under the Plan during any fiscal year. In addition to the foregoing, the maximum dollar value that may be paid to any Participant in Qualified Performance-Based Awards denominated in cash in any fiscal year shall be $20,000,000 for the Company’s Chief Executive Officer and $10,000,000 for each other Participant, including any amounts earned during such fiscal year and deferred. If an Award is cancelled, the cancelled Award shall continue to be counted towards the limitations set forth in this Section 3.3.

3.4 Adjustment Provision

The Committee shall have authority to make adjustments under the Plan as provided below:

(a) In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, separation, spinoff, Disaffiliation, extraordinary dividend of cash or other property, or similar event affecting the Company or any of its Subsidiaries (a “Corporate Transaction”), the Committee, or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (i) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (ii) the various maximum share limitations set forth in Sections 3.1 and 3.3, (iii) the number and kind of Shares or other securities subject to outstanding Awards, and (iv) the exercise price of outstanding Awards. Any fractional Shares resulting from such adjustment shall be eliminated. Any adjustments determined by the Committee shall be final, binding and conclusive.

(b) In the event of a stock dividend, stock split, reverse stock split, reorganization, share combination, recapitalization, or similar event affecting the capital structure of the Company, the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (i) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (ii) the various share maximum limitations set forth in Sections 3.1 and 3.3, (iii) the number and kind of Shares or other securities subject to outstanding Awards, and (iv) the exercise price of outstanding Awards, provided that in no event shall the per Share exercise price of an Option or the subscription price payable per Share of an Award be reduced to an amount that is lower than the nominal value of a Share. Any fractional Shares resulting from such adjustment shall be eliminated. Any adjustments determined by the Committee shall be final, binding and conclusive.

(c) In the case of Corporate Transactions, such adjustments may include, without limitation, (i) the cancellation of outstanding Awards in exchange for payments of cash, property, or a combination thereof having an aggregate value equal to the value (if any) of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that, in the case of a Corporate Transaction with respect to which holders of Shares receive consideration other than publicly traded equity securities of the Surviving Corporation (as defined below in Section 10.2), any such determination by the Committee that the value of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Option or Stock Appreciation Right shall conclusively be deemed valid), (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards, and (iii) in connection with a Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Company and

securities of entities other than the Company), by the affected Subsidiary or division of the Company or by the entity that controls such Subsidiary or division of the Company following such Corporate Transaction (as well as any corresponding adjustments to Awards that remain based upon Company securities). For the avoidance of doubt, if the Committee determines that, as of the date of the Corporate Transaction, the Award has no value, then such Award may be terminated by the Company without payment.

(d) The Committee may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to one or more of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items related to a change in accounting principle; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the disposal or sale of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under applicable accounting standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or infrequently occurring corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; or (xix) items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions. For all Awards intended to qualify for the Section 162(m) Exemption, such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code.

(e) Notwithstanding the foregoing: (a) any adjustments made pursuant to Section 3.4 to Awards that are considered “deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code and (b) any adjustments made pursuant to Section 3.4 to Awards that are not considered “deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that, after such adjustment, the Awards either (i) continue not to be subject to Section 409A of the Code, or (ii) comply with the requirements of Section 409A of the Code.

Section 4. Eligibility

4.1 Eligible Individuals; Incentive Stock Options

Awards may be granted under the Plan to Eligible Individuals; provided, that Incentive Stock Options may be granted only to employees of the Company and its Subsidiaries.

Section 5. Options and Stock Appreciation Rights

5.1 Types of Options

Options may be of two types: Incentive Stock Options and Nonqualified Options. The Award Agreement for an Option shall indicate whether the Option is intended to be an Incentive Stock Option or a Nonqualified Option; provided, that any Option that is designated as an Incentive Stock Option but fails to meet the requirements therefor (as described in Section 5.2 or otherwise), and any Option that is not expressly designated as intended to be an Incentive Stock Option shall be treated as a Nonqualified Option.

5.2 Incentive Stock Option Limitations

To the extent that the aggregate Fair Market Value, determined at the time of grant, of the Shares with respect to which Incentive Stock Options are exercisable for the first time during any calendar year under the Plan or any other stock option plan of the Company, any subsidiary corporation (within the meaning of Section 424(f) of the Code) exceeds $100,000, Options relating to such Shares in excess of the limit shall be deemed Nonqualified Options. If an ISO Eligible Employee does not remain employed by the Company, any subsidiary corporation (within the meaning of Section 424(f) of the Code), at all times from the time an Incentive Stock Option is granted until three months prior to the date of exercise

thereof (or such other period as required by applicable law), such Option shall be treated as a Nonqualified Stock Option. Should any provision of the Plan not be necessary in order for any Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may amend the Plan accordingly, without the necessity of obtaining the approval of the shareholders of the Company.

5.3 Types and Nature of Stock Appreciation Rights

Stock Appreciation Rights may be “Tandem SARs”, which are granted in conjunction with an Option, or “Free-Standing SARs”, which are not granted in conjunction with an Option. Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount in cash, Shares, or both, in value equal to the product of (a) the excess of the Fair Market Value of one Share over the exercise price of the applicable Stock Appreciation Right, multiplied by (b) the number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Shares or both, or shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Stock Appreciation Right.

5.4 Tandem SARs

A Tandem SAR may be granted at the Grant Date of the related Option. A Tandem SAR shall be exercisable only at such time or times and to the extent that the related Option is exercisable in accordance with the provisions of this Section 5, and shall have the same exercise price as the related Option. A Tandem SAR shall terminate or be forfeited upon the exercise or forfeiture of the related Option, and the related Option shall terminate or be forfeited upon the exercise or forfeiture of the Tandem SAR.

5.5 Exercise Price

Except in respect of Replacement Awards or Substitute Awards, the exercise price per Share subject to an Option or Free-Standing SAR shall be determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a Share on the applicable Grant Date; provided, that if an Incentive Stock Option is granted to a Ten Percent Shareholder, the exercise price shall be no less than 110% of the Fair Market Value of the Stock on the applicable Grant Date.

5.6 Term

The Term of each Option and each Free-Standing SAR shall be fixed by the Committee, but shall not exceed 10 years from the Grant Date.

5.7 Vesting and Exercisability

Except as otherwise provided herein, Options and Free-Standing SARs shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. Subject to the terms of the Plan and the applicable Award Agreement, in no event shall the vesting schedule of an Option or Free-Standing SAR provide that such Option or Free-Standing SAR vest prior to the first anniversary of the Grant Date. The minimum vesting periods specified in the preceding sentence shall not apply: (A) to Awards made in payment of earned performance-based Awards and other earned cash-based incentive compensation; (B) upon a termination of employment due to death, disability or retirement; (C) upon a Change of Control; (D) to a Substitute Award that does not reduce the vesting period of the award being replaced; or (E) to Awards involving an aggregate number of Shares not in excess of five percent of the Shares available for grant as Options or Free-Standing SARs.

5.8 Method of Exercise

Subject to the provisions of this Section 5, Options and Free-Standing SARs may be exercised, in whole or in part, at any time during the applicable Term by giving written notice of exercise to the Company specifying the number of Shares as to which the Option or Free-Standing SAR is being exercised. In the case of the exercise of an Option, such notice shall be accompanied by payment in full of the purchase price (which shall equal the product of such number of shares multiplied by the applicable exercise price) and an amount equal to any federal, state, local or foreign withholding taxes. To the extent permitted by law and if approved by the Committee (which approval may be set forth in the applicable Award

Agreement or otherwise), payment, in full or in part, may be made by certified or bank check or such other instrument or such other method as the Company may accept, as follows:

(a) Payment may be made in the form of Shares (by delivery of such shares or by attestation) of the same class as the Shares subject to the Option already owned by the Participant (based on the Fair Market Value of the Shares on the date the Option is exercised); provided that, in the case of an Incentive Stock Option, the right to make a payment in the form of already owned Shares of the same class as the Shares subject to the Option may be authorized only at the time the Option is granted.

(b) To the extent permitted by applicable law, payment may be made by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the purchase price, and the amount of any federal, state, local, or foreign withholding taxes. To facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into agreements for coordinated procedures with one or more brokerage firms.

(c) Payment may be made by instructing the Company to withhold a number of Shares having a Fair Market Value (based on the Fair Market Value of the Shares on the date the applicable Option is exercised) equal to the product of (i) the exercise price multiplied by (ii) the number of Shares in respect of which the Option shall have been exercised and an amount equal to any federal, state, local and/or foreign withholding taxes.

5.9 Delivery; Rights of Shareholders

No Shares shall be delivered pursuant to the exercise of an Option until the exercise price therefor has been fully paid and applicable taxes have been withheld. The applicable Participant shall have all of the rights of a shareholder of the Company holding the class or series of Shares that is subject to the Option or Stock Appreciation Right (including, if applicable, the right to vote the applicable Shares and the right to receive dividends), when (a) the Company has received a written notice from the Participant of exercise that complies with all procedures established under this Plan for effective exercise, including, without limitation, completion and delivery of all required forms, (b) the Participant has, if requested, given the representation described in Section 15.1, and (c) in the case of an Option, the Participant has paid in full for such Shares.

5.10 Nontransferability of Options and Stock Appreciation Rights

No Option or Free-Standing SAR shall be transferable by a Participant other than, for no value or consideration, (a) by will or by the laws of descent and distribution, or (b) in the case of a Nonqualified Option or Free-Standing SAR, as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to the Participant’s family members, whether directly or indirectly or by means of a trust or partnership or otherwise. For purposes of this Plan, unless otherwise determined by the Committee, “family member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto. A Tandem SAR shall be transferable only with the related Option and only to the extent the Option is transferable pursuant to the preceding sentence. Any Option or Stock Appreciation Right shall be exercisable, subject to the terms of this Plan, only by the applicable Participant, the guardian or legal representative of such Participant, or any person to whom such Option or Stock Appreciation Right is permissibly transferred pursuant to this Section 5.10, it being understood that the term “Participant” includes such guardian, legal representative and other transferee; provided, that the term “Termination of Employment” shall continue to refer to the Termination of Employment of the original Participant.

5.11 No Dividend or Dividend Equivalents

No dividend or other distribution or award of dividend equivalents may be granted with respect to any Option or SAR granted under this Plan.

5.12 No Repricing

Notwithstanding any other provision of this Plan other than Section 3.4, the Committee may not, without prior approval of the Company’s stockholders, seek to effect any repricing of any previously granted, “underwater” Option or SAR by: (i) amending or modifying the terms of the Option or SAR to lower the exercise price; (ii) canceling the underwater Option or SAR and granting either replacement Options or SARs having a lower exercise price; or other Awards or cash in exchange; or (iii) repurchasing the underwater Options or SARs. For purposes of this Section 5.12, an Option or SAR will

be deemed to be “underwater” at any time when the Fair Market Value of the Shares is less than the per share exercise price of the Option or SAR.

Section 6. Restricted Stock (Including Performance-Based Restricted Stock)

6.1 Nature of Award; Certificates

Shares of Restricted Stock are actual Shares issued to a Participant, and shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates or delivery to an account in the Participant’s name at a broker designated by the Company.

“Performance-Based Restricted Stock” is an Award of Shares of Restricted Stock, the vesting of which is subject to the attainment of Performance Goals. In the event that the Committee grants Shares of Performance-Based Restricted Stock, the performance levels to be achieved for each Performance Period and the amount of the Award to be distributed shall be conclusively determined by the Committee. Any certificate issued in respect of Shares of Restricted Stock shall be registered in the name of the applicable Participant and, in the case of Restricted Stock, shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award. The Committee may require that the certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the applicable Participant shall have delivered a stock power, endorsed in blank, relating to the Shares covered by such Award.

6.2 Terms and Conditions

Shares of Restricted Stock shall be subject to the following terms and conditions:

(a) The Committee shall, prior to or at the time of grant, condition the vesting or transferability of an Award of Restricted Stock upon the continued service of the applicable Participant or the attainment of Performance Goals, or the attainment of Performance Goals and the continued service of the applicable Participant. In the event that the Committee conditions the grant or vesting of an Award of Restricted Stock upon the attainment of Performance Goals (or the attainment of Performance Goals and the continued service of the applicable Participant), the Committee may, prior to or at the time of grant, designate such an Award as a Qualified Performance-Based Award. The conditions for grant, vesting, or transferability and the other provisions of Restricted Stock Awards (including without limitation any Performance Goals applicable to Performance-Based Restricted Stock) need not be the same with respect to each Participant.

(b) Subject to the terms of the Plan and the applicable Award Agreement, any Award of Restricted Stock shall be subject to a vesting period of at least three years following the date of grant, provided that vesting during a period of at least one year following the date of grant is permissible if vesting is conditioned upon the achievement of Performance Goals, and provided, further, that an Award may vest in part on a pro rata basis (as specified in the applicable Award Agreement) prior to the expiration of any vesting period. The minimum vesting periods specified in the preceding sentence shall not apply: (A) to Awards made in payment of earned performance-based Awards and other earned cash-based incentive compensation; (B) upon a termination of employment due to death, disability or retirement; (C) upon a Change of Control; (D) to a Substitute Award that does not reduce the vesting period of the award being replaced; or (E) to Awards involving an aggregate number of Shares not in excess of five percent of Shares available for grant as Restricted Stock (together with all other Shares available for grant as Full-Value Awards). Subject to the provisions of the Plan and the applicable Award Agreement, during the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber Shares of Restricted Stock.

(c) If any applicable Performance Goals and/or continued service periods are satisfied and the Restriction Period expires without a prior forfeiture of the Shares of Restricted Stock for which legended certificates have been issued, either (i) unlegended certificates for such Shares shall be delivered to the Participant upon surrender of the legended certificates, or (ii) such Shares shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or delivery to an account in the Participant’s name at a broker designated by the Company.

6.3 Rights of Shareholder

Except as provided in the applicable Award Agreement, the applicable Participant shall have, with respect to Shares of Restricted Stock, all of the rights of a shareholder of the Company holding the class or series of Shares that are the

subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive any dividends and other distributions, provided, however, that, notwithstanding anything to the contrary in an Award Agreement, in no event shall a dividend or other distribution or dividend equivalent be paid on Restricted Stock until the Award has vested.

Section 7. Restricted Stock Units (Including Performance Units)

7.1 Nature of Award

Restricted Stock Units are Awards denominated in Shares that will be settled, subject to the terms and conditions of the applicable Award Agreement, (a) in cash, based upon the Fair Market Value of a specified number of Shares, (b) in Shares, or (c) a combination thereof. “Performance Units” are Restricted Stock Units, the vesting of which are subject to the attainment of Performance Goals. In the event that the Committee grants Performance Units, the performance levels to be achieved for each Performance Period and the amount of the Award to be distributed shall be conclusively determined by the Committee.

7.2 Terms and Conditions

Restricted Stock Units shall be subject to the following terms and conditions:

(a) The Committee shall, prior to or at the time of grant, condition the grant, vesting, or transferability of Restricted Stock Units upon the continued service of the applicable Participant or the attainment of Performance Goals, or the attainment of Performance Goals and the continued service of the applicable Participant. In the event that the Committee conditions the grant or vesting of Restricted Stock Units upon the attainment of Performance Goals (or the attainment of Performance Goals and the continued service of the applicable Participant), the Committee may, prior to or at the time of grant, designate such an Award as a Qualified Performance-Based Award. The conditions for grant, vesting or transferability and the other provisions of Restricted Stock Units (including without limitation any Performance Goals applicable to Performance Units) need not be the same with respect to each Participant. An Award of Restricted Stock Units shall be settled as and when the Restricted Stock Units vest or at a later time specified by the Committee or in accordance with an election of the Participant, if the Committee so permits.

(b) Subject to the terms of the Plan and the applicable Award Agreement, any Restricted Stock Units shall be subject to a vesting period of at least three years following the date of grant, provided that vesting during a period of at least one year following the date of grant is permissible if vesting is conditioned upon the achievement of Performance Goals, and provided, further, that Restricted Stock Units may vest in part on a pro rata basis (as specified in the applicable Award Agreement) prior to the expiration of any vesting period. The minimum vesting periods specified in the preceding sentence shall not apply: (A) to Awards made in payment of earned performance-based Awards and other earned cash-based incentive compensation; (B) upon a termination of employment due to death, disability or retirement; (C) upon a Change of Control; (D) to a Substitute Award that does not reduce the vesting period of the award being replaced; or (E) to Awards involving an aggregate number of Shares not in excess of five percent of Shares available for grant as Restricted Stock Units (together with all other Shares available for grant as Full-Value Awards).

(c) Subject to the provisions of the Plan and the applicable Award Agreement, during the period, if any, set by the Committee, during the Restriction Period the Participant shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber Restricted Stock Units.

(d) The Award Agreement for Restricted Stock Units may specify whether, to what extent, and on what terms and conditions the applicable Participant shall be entitled to receive current or deferred payments of cash, Shares, or other property corresponding to the dividends payable on the Company’s Stock (subject to Section 15.5 below), provided, however, that, notwithstanding anything to the contrary in an Award Agreement, in no event shall a dividend or other distribution or dividend equivalent be paid on a Restricted Stock Unit until the Award has vested.

Section 8. Other Stock-Based Awards (Including Other Stock-Based Performance Awards)

Other Stock-Based Awards may be granted under the Plan, provided that any Other Stock-Based Awards that are Awards of Shares that are unrestricted shall only be granted in lieu of other compensation due and payable to the Participant. “Other Stock-Based Performance Awards” are Other Stock-Based Awards, the vesting of which is subject to the attainment of Performance Goals. In the event that the Committee grants Other Stock-Based Performance Awards, the performance levels to be achieved for each Performance Period and the amount of the Award to be distributed shall be conclusively determined by the Committee. Subject to the terms of the Plan and the applicable Award Agreement, any Other Stock-Based Award that is a Full-Value Award (and is not an Award of unrestricted stock) shall be subject to a vesting period of at least three years following the Grant Date; provided that a vesting period of at least one year is permissible if vesting is conditioned upon the achievement of Performance Goals, and provided, further, that any Other Stock-Based Award may vest in part on a pro rata basis prior to the expiration of any vesting period. The minimum vesting periods specified in the preceding sentence shall not apply: (A) to Awards made in payment of earned performance-based Awards and other earned cash-based incentive compensation; (B) upon a termination of employment due to death, disability or retirement; (C) upon a Change of Control; (D) to a Substitute Award that does not reduce the vesting period of the award being replaced; or (E) to Awards involving an aggregate number of Shares not in excess of five percent of Shares available for grant as Other Stock Based-Awards that are Full-Value Awards (together with all other Shares available for grant as Full-Value Awards). Notwithstanding anything to the contrary in an Award Agreement, in no event shall a dividend or other distribution or dividend equivalent be paid on an Other-Stock Based Award until the Award has vested.

Section 9. Performance Cash Awards

Performance Cash Awards may be issued under the Plan, for no cash consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards. A “Performance Cash Award” is an Award entitling the recipient to payment of a cash amount subject to the attainment of Performance Goals. The Committee may, in connection with the grant of a Performance Cash Award, designate the Award as a Qualified Performance-Based Award. The conditions for grant or vesting and the other provisions of a Performance Cash Award (including without limitation any applicable Performance Goals) need not be the same with respect to each Participant. Performance Cash Awards may be paid in cash, Shares, other property or any combination thereof, in the sole discretion of the Committee as set forth in the applicable Award Agreement. The performance levels to be achieved for each Performance Period and the amount of the Award to be distributed shall be conclusively determined by the Committee.

Section 10. Change of Control Provisions

10.1 Impact of Event

Notwithstanding any other provision of this Plan to the contrary, the provisions of this Section 10 shall apply in the event of a Change of Control, unless otherwise provided in the applicable Award Agreement.

(a) Upon a Change of Control, (i) all then-outstanding Options and SARs shall become fully vested and exercisable, and any Full-Value Award (other than a Performance Award) shall vest in full, be free of restrictions, and be deemed to be earned and immediately payable in an amount equal to the full value of such Award, except in each case to the extent that another Award meeting the requirements of Section 10.1(b) (any award meeting the requirements of Section 10.1(b), a “Replacement Award”) is provided to the Participant pursuant to Section 3.4 to replace such Award (any award intended to be replaced by a Replacement Award, a “Replaced Award”), and (ii) any Performance Award that is not replaced by a Replacement Award shall be deemed to be earned and immediately payable in an amount equal to the full value of such Performance Award (with all applicable Performance Goals deemed achieved at the greater of (x) the applicable target level and (y) the level of achievement of the Performance Goals for the Award as determined by the Committee not later than the date of the Change of Control, taking into account performance through the latest date preceding the Change of Control as to which performance can, as a practical matter, be determined (but not later than the end of the Performance Period)) multiplied by a fraction, the numerator of which is the number of days during the applicable Performance Period before the date of the Change of Control, and the denominator of which is the number of days in the applicable Performance Period; provided, however, that such fraction shall be equal to one in the event that the applicable Performance Goals in respect of such Performance Award have been fully achieved as of the date of such Change of Control.

(b) An Award shall meet the conditions of this Section 10.1(b) (and hence qualify as a Replacement Award) if: (i) it is of the same type as the Replaced Award; (ii) it has a Fair Market Value at least equal to the value of the Replaced

Award as of the date of the Change of Control; (iii) if the underlying Replaced Award was an equity-based award, it relates, following the Change of Control, to publicly traded equity securities of the Company or the Surviving Corporation or the ultimate parent company which results from the Change of Control; and (iv) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change of Control) as of the date of the Change of Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable Replaced Award if the requirements of the preceding sentence are satisfied. The determination whether the conditions of this Section 10.1(b) are satisfied shall be made by the Committee, as constituted immediately before the Change of Control, in its sole discretion.

(c) Upon a Termination of Employment of a Participant occurring in connection with or during the two years following the date of a Change of Control, by the Company other than for Cause or by the Participant for Good Reason, (i) all Replacement Awards held by such Participant shall vest in full, be free of restrictions, and be deemed to be earned and immediately payable in an amount equal to the full value of such Replacement Award, and (ii) all Options and SARs held by the Participant immediately before the Termination of Employment that the Participant held as of the date of the Change of Control or that constitute Replacement Awards shall remain exercisable until the earlier of (1) the third anniversary of the Change of Control and (2) the expiration of the stated Term of such Option or SAR; provided, that if the applicable Award Agreement provides for a longer period of exercisability, that provision shall control.

10.2 Definition of Change of Control

For purposes of the Plan, a “Change of Control” shall mean any of the following events:

(a) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Act) (a “Person”) becomes the Beneficial Owner (within the meaning of Rule 13d-3 promulgated under the Act) of 30% or more of either (i) the then-outstanding Shares of the Company (the “Outstanding Company 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 that, for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (1) an acquisition directly from the Company; (2) an acquisition by the Company or a Subsidiary; (3) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; (4) any acquisition by an underwriter temporarily holding securities pursuant to an offering of such securities or (5) an acquisition pursuant to a transaction that complies with Sections 10.2(c)(i), 10.2(c)(ii), and 10.2(c)(iii) below;

(b) Individuals who, on the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided that any person becoming a director subsequent to the Effective Date 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 (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be considered 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 with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board; or

(c) The consummation of a reorganization, merger, statutory share exchange or consolidation (or similar corporate transaction) involving the Company or a Subsidiary, the sale or other disposition of all or substantially all of the Company’s assets, or the acquisition of assets or stock of another entity (a “Business Combination”), unless immediately following such Business Combination: (i) substantially all of the individuals and entities who were Beneficial Owners, respectively, of the Outstanding Company 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 Shares and the total voting power of (A) the corporation resulting from such Business Combination (the “Surviving Corporation”) or (B) if applicable, the ultimate parent corporation 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 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 Shares and the total voting power of the outstanding 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 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 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.

For the avoidance of doubt, any one or more of the above events may be effected pursuant to (A) a compromise or arrangement sanctioned by the court under Chapter 1 of Part 9 of the Companies Act 2014 of the Republic of Ireland or (B) Chapter 2 of Part 9 of the Companies Act 2014 of the Republic of Ireland.

10.3 Section 409A of the Code

Notwithstanding the foregoing, if any Award is subject to Section 409A of the Code, (a) this Section 10 shall be applicable only to the extent specifically provided in the Award Agreement and as permitted pursuant to Section 11.6; and (b) in respect of any Award subject to Section 409A of the Code, to the extent required to avoid an accelerated or additional tax under Section 409A of the Code, in no event shall a Change of Control be treated as having occurred if such event is not a “change of control event” for purposes of Section 409A of the Code.

Section 11. Qualified Performance-Based Awards; Performance Cash Awards

11.1 Qualified Performance-Based Awards

The provisions of this Plan are intended to ensure that all Options and Stock Appreciation Rights granted hereunder to any Participant who is or may be a “covered employee” (within the meaning of Section 162(m)(3) of the Code) in the tax year in which such Option or Stock Appreciation Right is expected to be deductible to the Company qualify for the Section 162(m) Exemption, and all such Awards shall therefore be considered Qualified Performance-Based Awards and this Plan shall be interpreted and operated consistent with that intention. When granting any Award other than an Option or Stock Appreciation Right, the Committee may designate such Award as a Qualified Performance-Based Award, based upon a determination that (a) the recipient is or may be a “covered employee” (within the meaning of Section 162(m)(3) of the Code) with respect to such Award, and (b) the Committee wishes such Award to qualify for the Section 162(m) Exemption, and the terms of any such Award (and of the grant thereof) shall be consistent with such designation. Within 90 days after the commencement of a Performance Period or, if earlier, prior to the expiration of 25% of a Performance Period, the Committee will designate one or more Performance Periods, determine the Participants for the Performance Periods, and establish the Performance Goals for the Performance Periods on terms consistent with Section 1.2(ee)(iii).

11.2 Performance Goals and Other Conditions

Each Qualified Performance-Based Award (other than an Option or Stock Appreciation Right) shall be earned, vested, and/or payable (as applicable) upon the achievement of one or more Performance Goals, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate. Moreover, no Qualified Performance-Based Award may be amended, nor may the Committee exercise any discretionary authority it may otherwise have under this Plan with respect to a Qualified Performance-Based Award under this Plan, in any manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption; provided , that (i) the Committee may provide, either in connection with the grant of the applicable Award or by amendment thereafter, that achievement of such Performance Goals will be waived upon the death or disability of the Participant (or under any other circumstance with respect to which the existence of such possible waiver will not cause the Award to fail to qualify for the Section 162(m) Exemption), and (ii) the provisions of Section 10 shall apply notwithstanding this Section 11.2.

11.3 Limits on Board and Administrator Authority

Neither the full Board nor the Administrator shall be permitted to exercise authority granted to the Committee to the extent that the grant or exercise of such authority to or by the Board or the Administrator would cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption.

11.4 Section 16(b)

The provisions of this Plan are intended to ensure that no transaction under the Plan is subject to (and not exempt from) the short-swing recovery rules of Section 16(b) of the Act (“Section 16(b)”). Accordingly, the composition of the Committee shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Act) from Section 16(b), and no delegation of authority by the Committee shall be permitted if such delegation would cause any such transaction to be subject to (and not exempt from) Section 16(b).

11.5 Awards Valid Notwithstanding Committee Composition

Notwithstanding any other provision of the Plan to the contrary, if for any reason the appointed Committee does not meet the requirements of Rule 16b-3 or Section 162(m) of the Code, such noncompliance with the requirements of Rule 16b-3 and Section 162(m) of the Code shall not affect the validity of Awards, grants, interpretations of the Plan, or other actions of the Committee.

11.6 Section 409A of the Code

(a) It is the intention of the Company that no Award shall be “deferred compensation” subject to Section 409A of the Code, unless and to the extent that the Committee specifically determines otherwise as provided in the immediately following sentence, and the Plan and the terms and conditions of all Awards shall be interpreted accordingly. The terms and conditions governing any Awards that the Committee determines will be subject to Section 409A of the Code, including any rules for elective or mandatory deferral of the delivery of cash or Shares pursuant thereto and any rules regarding treatment of such Awards in the event of a Change of Control, shall be set forth in the applicable Award Agreement, and shall comply in all respects with Section 409A of the Code. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on a Participant by Section 409A of the Code or damages for failing to comply with Section 409A of the Code.

(b) The intent of the parties is that payments and benefits under this Plan comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Plan shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, a Participant shall not be considered to have terminated employment with the Company for purposes of any payments under the Plan which are subject to Section 409A of the Code until the Participant has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code. 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 of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the six-month period immediately following a 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 of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.

Section 12. Term, Amendment, and Termination

12.1 Effectiveness

The Effective Date of the Plan is December 8, 2017, subject to any required approval of the Company’s shareholders.

12.2 Termination

The Plan will terminate on the tenth anniversary of the Effective Date. Awards outstanding as of such termination date shall not be affected or impaired by the termination of the Plan.

12.3 Amendment of Plan

The Board or the Committee may amend, alter, or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made which would materially impair the rights of any Participant with respect to a previously granted Award

without such Participant’s consent, except such an amendment made to comply with applicable law, including, without limitation, Section 409A of the Code, Section 162(m) of the Code, Section 422 of the Code, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of the Company’s shareholders to the extent that such approval is required by applicable law or by the listing standards of the Applicable Exchange.

12.4 Amendment of Awards

Subject to Section 5.12, the Committee may unilaterally amend the terms of any Award theretofore granted; provided, however, that no such amendment shall cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption. Subject to the foregoing, the amendment authority of the Committee shall include, without limitation, the authority to modify the number of Shares or other terms and conditions of an Award; extend the term of an Award; accelerate the exercisability or vesting or otherwise terminate any restrictions relating to an Award; accept the surrender of any outstanding Award; and, to the extent not previously exercised or vested, authorize the grant of new Awards in substitution for surrendered Awards; provided, however that (a) the amended or modified terms are permitted by the Plan as then in effect; (b) any Participant adversely affected by such amended or modified terms shall have consented to such amendment or modification unless such amendment is necessary to comply with applicable law, including, without limitation, Section 409A of the Code, Section 162(m) of the Code, Section 422 of the Code, stock exchange rules or accounting rules; and (c) the authority to accelerate the exercisability or vesting or otherwise terminate restrictions relating to an Award may be exercised only in connection with a Participant’s death, disability or retirement, in connection with a Change of Control, or to the extent such actions involve an aggregate number of Shares not in excess of 5% of the number of shares available for Awards.

Section 13. Forfeiture

13.1 Forfeiture

Subject to applicable law, all Awards under this Plan shall be subject to forfeiture or other penalties pursuant (a) to the Company’s Incentive Compensation Forfeiture Policy, as amended from time to time, and (b) such other forfeiture and/or penalty conditions and provisions as determined by the Committee and set forth in the applicable Award Agreement.

13.2 Effect of Change of Control

Notwithstanding the foregoing provisions, unless otherwise provided by the Committee in the applicable Award Agreement or required by applicable law, this Section 13 shall not be applicable to any Participant following a Change of Control.

Section 14. Unfunded Status of Plan

Unfunded Status; Committee Authority. It is presently intended that the Plan will constitute an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Shares or make payments; provided, that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.

Section 15. General Provisions

15.1 Conditions for Issuance

The Committee may require each Participant purchasing or receiving Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to fulfillment of all of the following conditions: (a) listing or approval for listing upon notice of issuance of such Shares on the Applicable Exchange, (b) any registration or other qualification of such Shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable, and (c) obtaining any other consent, approval, or permit from

any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.

15.2 Additional Compensation Arrangements

Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting other or additional compensation arrangements for its employees.

15.3 No Contract of Employment

The Plan shall not constitute a contract of employment, and adoption of the Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any employee at any time.

15.4 Required Taxes

No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local, or foreign income or employment or other tax purposes with respect to any Award under the Plan, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local, or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Shares, including Shares that are part of the Award that gives rise to the withholding requirement, in an amount not to exceed the maximum statutory tax rates in the applicable jurisdiction and that will not cause the Company adverse accounting consequences, all in accordance with such procedures as the Committee establishes and to the extent permissible under applicable law and applicable withholding rules. The obligations of the Company under the Plan shall be conditioned on such payment or arrangements, and the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Shares.

15.5 Limit on Dividend Reinvestment and Dividend Equivalents

Reinvestment of dividends in additional Restricted Stock Units to be settled in Shares, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units, shall only be permissible if sufficient Shares are available under Section 3 for such reinvestment or payment (taking into account then outstanding Awards). In the event that sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Stock Units equal in number to the Restricted Stock Units or Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units on the terms contemplated by this Section 15.5.

15.6 Written Materials; Electronic Documents

Electronic documents may be substituted for any written materials required by the terms of the Plan, including, without limitation, Award Agreements.

15.7 Designation of Death Beneficiary

The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of such Participant’s death are to be paid or by whom any rights of such Participant after such Participant’s death may be exercised. If no beneficiary designation is in effect for a Participant at the time or his or her death, any such amounts shall be paid to, and any such rights may be exercised by, the estate of the Participant.

15.8 Subsidiary Employees

In the case of a grant of an Award to any employee of a Subsidiary of the Company, the Company may, if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the Shares to the employee

in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. All Shares underlying Awards that are forfeited or canceled shall revert to the Company.

15.9 Governing Law

The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Minnesota, without reference to principles of conflict of laws.

15.10 Non-Transferability

Except as otherwise provided in Section 5.10 or by the Committee, Awards under the Plan are not transferable except by will or by laws of descent and distribution.

15.11 Foreign Employees and Foreign Law Considerations

The Committee may grant Awards to Eligible Individuals who are foreign nationals, who are located outside the United States, who are United States citizens or resident aliens on global assignments in foreign nations, who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, or subplans as may be necessary or advisable to comply with such legal or regulatory provisions.

15.12 No Rights to Awards; Non-Uniform Determinations

No Participant or Eligible Individual shall have any claim to be granted any Award under the Plan. The Company, its Subsidiaries, or the Committee shall not be obligated to treat Participants or Eligible Individuals uniformly, and determinations made under the Plan may be made by the Committee selectively among Participants and/or Eligible Individuals, whether or not such Participants and Eligible Individuals are similarly situated. Awards under a particular Section of the Plan need not be uniform between and among Participants.

15.13 Relationship to Other Benefits

No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare, or benefit plan of the Company or any Subsidiary unless provided otherwise in such plan.

15.14 Expenses

The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.

15.15 Titles and Headings

The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

15.16 Fractional Shares

No fractional Shares shall be issued under the Plan.

15.17 Government and Other Regulations

Notwithstanding any other provision of the Plan:

(a) No Participant who acquires Shares pursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of regulations promulgated pursuant to the Securities Act of 1933 (the “1933 Act”)), offer or sell such Shares, unless such offer and sale are made (i) pursuant to an effective registration

statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirements of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act.

(b) If at any time the Committee shall determine that the registration, listing, or qualification of the Shares covered by an Award upon the Applicable Exchange or under any foreign, federal, state, or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered, or received pursuant to such Award unless and until such registration, listing, qualification, consent, or approval shall have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall make such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to the Committee’s determination that all related requirements have been fulfilled. The Company shall in no event be obligated to register any Shares or any other securities pursuant to the 1933 Act or applicable state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation, or requirement.

15.18 Additional Provisions

Each Award Agreement may contain such other terms and conditions as the Committee may determine; provided that such other terms and conditions are not inconsistent with the provisions of the Plan.

15.19 No Limitations on Rights of the Company

The grant of any Award shall not in any way affect the right or power of the Company to make adjustments, reclassifications, or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell, or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for proper corporate purposes, to draft, grant, or assume Awards, other than under the Plan, with respect to any person.

15.20 Severability

In the event any provision of the Plan shall be held illegal or invalid for any reason, such 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.

15.21 Blackout Periods

Notwithstanding any other provision of this Plan or any Award to the contrary, the Company shall have the authority to establish any “blackout” period that the Company deems necessary or advisable with respect to any or all Awards.

15.22 Irish Conditions for Issuance

Notwithstanding any other provision of this Plan, (a) the Company shall not be obliged to issue any Shares pursuant to an Award unless at least the par (nominal) value of such newly issued Share has been fully paid in advance in accordance with applicable law (which requirement may mean the holder of an Award is obliged to make such payment), (b) no adjustments may be made to an Award which reduce the price payable for a Share subject to such Award below the par (nominal) value of a Share and (c) the Company shall not be obliged to issue or deliver any Shares in satisfaction of Awards until all legal and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

COVIDIEN SUPPLEMENTAL SAVINGS

AND RETIREMENT PLAN

Amended and Restated

Adopted by Tyco Healthcare Group LP (renamed as Covidien LP on September 28, 2012) Effective as of January 1, 2010

(Conformed through the Amendment adopted November 6, 2020)

TABLE OF CONTENTS


ARTICLE I Purpose			1
1.1 Supplemental Savings and Retirement Plan			1
1.2 Background			1
1.3 Benefits Under the Tyco SSRP and the Plan.			1
1.4 Deferred Compensation Plan			2
1.5 Adoption of Plan.			2
ARTICLE II Definitions			2
2.1 Account			2
2.2 Administrative Error Correction.			2
2.3 Affiliated Company			3
2.4 Annual Enrollment Period			3
2.5 Base Salary			3
2.6 Base Salary Deferral			3
2.7 Beneficiary(ies)			3
2.8 Board			3
2.9 Bonus Compensation			3
2.10 Bonus Compensation Deferral			4
2.11 Cause			4
2.12 Change of Control			4
2.13 Code			5
2.14 Commission Compensation			5
2.15 Company			5
2.16 Company Credit			5
2.17 Compensation			5
2.18 Compensation Deferral			5
2.19 Core Company Credit			6
2.20 Covidien			6
2.21 Disability			6
2.22 Discretionary Credit			6
2.23 Effective Date and Amendment Effective Date			6
2.24 Eligible Employee			6
2.25 Enrollment and Payment Agreement			6
2.26 Exchange Act.			7
2.27 Fiscal Year			7


2.28 Matching Credit			7
2.29 Maximum Matching Percentage			7
2.30 Measurement Funds			7
2.31 Participant			7
2.32 Payment Date			7
2.33 Plan			7
2.34 Plan Administrator			7
2.35 Plan Year			7
2.36 Prior Eligible Employee			7
2.37 Responsible Company.			8
2.38 Retirement			8
2.39 RSIP			8
2.40 RSIP Election			8
2.41 Separation Date			8
2.42 Separation from Service			8
2.43 Separation Payment			8
2.44 Specified Date Payment			8
2.45 Spillover Deferrals			8
2.46 Subsidiary Change of Control			8
2.47 Tyco SSRP			8
2.48 Unforeseeable Emergency			9
2.49 Year of Service			9
ARTICLE III Administration			9
3.1 Plan Administrator			9
ARTICLE IV Participation			9
4.1 Eligible Employees			9
4.2 Prior Eligible Employees			9
ARTICLE V Basic Deferral Participation			9
5.1 Election to Participate			9
5.2 Amount of Deferral Election			10
5.3 Deferral Limits			10
5.4 Period of Commitment			10
5.5 Vesting of Compensation Deferrals			10
5.6 Compensation Deferral Cancellation			10
ARTICLE VI Spillover Participation/Matching, Company and Discretionary Credits			10
6.1 Spillover Election			10


6.2 Matching Credits.			11
6.3 Company Credits.			11
6.4 Core Company Credits			11
6.5 Discretionary Credits.			12
6.6 Vesting of Matching, Company, Core and Discretionary Credits			12
ARTICLE VII Participant Account			13
7.1 Establishment of Account			13
7.2 Earnings (or Losses) on Account			13
7.3 Valuation of Account.			13
7.4 Statement of Account			13
7.5 Payments From Account			14
7.6 Separate Accounting			14
ARTICLE VIII Payments to Participants			14
8.1 Distribution Payments.			14
8.2 Change in Election			15
8.3 Cash-Out Payments			15
8.4 Death or Disability Benefit			15
8.5 Valuation of Payments			15
8.6 Unforeseeable Emergency.			16
8.7 Withholding Taxes			16
8.8 Effect of Payment			16
8.9 Delay of Payment for Specified Employees			16
ARTICLE IX Claims Procedures			16
9.1 Filing a Claim			16
9.2 Appeal of Denied Claims			17
9.3 Legal Action			18
9.4 Discretion of the Plan Administrator			18
ARTICLE X Miscellaneous			18
10.1 Protective Provisions.			18
10.2 Inability to Locate Participant or Beneficiary			18
10.3 Designation of Beneficiary.			18
10.4 No Contract of Employment			19
10.5 No Limitation on Company Actions			19
10.6 Obligations to Company			19
10.7 No Liability for Action or Omission.			19
10.8 Non-alienation of Benefits			19


10.9 Liability for Benefit Payments			20
10.10 Covidien Guarantee			20
10.11 Unfunded Status of Plan			20
10.12 Forfeiture for Cause			20
10.13 Governing Law			21
10.14 Severability of Provisions			21
10.15 Headings and Captions			21
10.16 Gender, Singular and Plural			21
10.17 Notice			21
10.18 Amendment and Termination			21
10.19 Special Rule Regarding Election Changes Prior to December 31, 2008			21

COVIDIEN SUPPLEMENTAL SAVINGS AND RETIREMENT PLAN

ARTICLE I

Purpose

1.1 Supplemental Savings and Retirement Plan. The name of this Plan is the Covidien Supplemental Savings and Retirement Plan. The Plan was created to provide certain of the key employees of the Company with the ability to defer receipt of compensation that would otherwise be payable to them and to make up for amounts that could not be contributed on their behalf as matching contributions under the Covidien Retirement Savings and Investment Plan due to ce1iain restrictions applicable under the Code. Except for amounts that were deferred and vested as of December 31, 2004, the terms of this Plan are intended to, and shall be interpreted and applied so as to, comply in all respects with the provisions of Code Section 409A and regulations and rulings promulgated thereunder and, if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Code Section 409A or the regulations promulgated thereunder.

1.2 Background. Effective as of April 1, 1994, TME Management Corporation (“TME”) adopted the Tyco Deferred Compensation Plan (“Tyco DCP”) to allow a select group of key management or other highly compensated employees of TME and its parents, affiliates and subsidiaries to defer the receipt of compensation that would otherwise be payable to them. All compensation deferrals under the Tyco DCP were deferred and vested before January 1, 2005. Except as provided hereunder, such amounts and the earnings thereon shall therefore continue to be administered in accordance with the terms of the Tyco DCP as in effect prior to the adoption of the Plan and shall constitute “grandfathered” amounts that are not subject to Code Section 409A and the regulations and rulings promulgated thereunder. TME amended and restated the Tyco DCP, effective as of January 1, 2005 as the Tyco Supplemental Savings and Retirement Plan (“Tyco SSRP”). When Tyco’s healthcare business separated from Tyco International Ltd. on June 29, 2007, and was renamed Covidien Ltd., the Company adopted this Plan as a spin-off and continuation of the Tyco SSRP solely with respect to employees and Participants aligned with Tyco’s healthcare business unit and the Accounts of such Participants (including grandfathered amounts) were transferred to the Plan. On June 4, 2009, Covidien Ltd. was reorganized by means of a scheme of arrangement whereby the place of incorporation was effectively changed from Bermuda to Ireland and following certain corporate action, the common shares of Covidien Ltd. were exchanged on a one-for-one basis for ordinary shares of Covidien plc. As a result of this reorganization, Covidien Ltd. became a wholly-owned subsidiary of Covidien plc. On September 28, 2012, Tyco Healthcare Group LP was renamed as Covidien LP. In 2016, Medtronic plc acquired Covidien plc, including Covidien LP as a subsidiary of Covidien plc.

1.3 Benefits Under the Tyco SSRP and the Plan. With respect to each Participant (or Beneficiary, as applicable) who participated in the Tyco SSRP prior to June 29, 2007 and who was aligned with Tyco’s healthcare business unit, Tyco International Management Company transferred from the Tyco SSRP to such Participant’s or Beneficiary’s Account under the Plan an amount equal to the value of the notional accounts credited to the Participant or Beneficiary under the Tyco SSRP immediately prior to such transfer. The transfer of the value of such notional

accounts pursuant to this paragraph was in lieu of maintaining such credits and liabilities under the Tyco SSRP and the transfer occurred as of Jm1e 29, 2007.

Other than the “grandfathered” amounts described in Section 1.2, benefits for any Participant or Beneficiary that were credited under the Tyco SSRP and transferred to this Plan will be determined in accordance with the provisions of the Tyco SSRP, but paid in accordance with this Plan, unless modifications to such transferred benefits are specifically provided by a subsequent amendment to this Plan. Benefits credited on and after the Effective Date shall be determined in accordance with the provisions of this Plan.

1.4 Deferred Compensation Plan. The Company intends that the Plan shall at all times be maintained on an unfunded basis for federal income tax purposes under the Code, and administered as a non-qualified, “top hat” plan exempt from the substantive requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

1.5 Adoption of Plan. The Plan initially was adopted by Tyco Healthcare Group LP effective as of June 29, 2007, and was amended and restated, effective as of January 1, 2009. Effective as of January 1, 2010, Tyco Healthcare Group LP, by action of the Covidien Benefits Committee, hereby amends and restates the Plan.

ARTICLE II

Definitions

For ease of reference, the following definitions will be used in the Plan:

2.1 Account. “Account” means the bookkeeping account maintained on the books of the Company used solely to calculate the amount payable to each Participant who defers Compensation under this Plan or is otherwise entitled to a benefit under Article VI and shall not constitute a separate fund of assets. The term “Account” includes the value of amounts transferred from the Tyco SSRP in connection with the Company’s separation from Tyco International Ltd. on June 29, 2007 (as described in Section 1.2 above).

2.2 Administrative Error Correction. “Administrative Error Correction” means the discretion used by the Plan Administrator to permit an Administrative Error to be corrected by allowing the affected Eligible Employee’s or Participant’s Enrollment and Payment Agreement to be processed after the end of the Annual Enrollment Period or 30- day enrollment period for newly eligible employees, as applicable. Corrections attributable to an Annual Enrollment Period may be processed after such Annual Enrollment Period ends but may not be processed after January 31 of the Plan Year to which the Enrollment and Payment Agreement relates. Corrections attributable to a 30- day enrollment period may be processed after such period expires but may not be processed after the later of (a) 30 days after such expiration date or (b) 60 days after the date the Eligible Employee is notified of eligibility to participate in the Plan. Corrections under this Section 2.2 shall only be allowed to the extent permitted under Code Section 409A and the regulations and rulings promulgated thereunder. “Administrative Error” means (x) an error by an Eligible Employee or Participant to properly complete or file an Enrollment and Payment Agreement, or any other similar action, following a good faith attempt, or (y) the failure of the Plan Administrator

or its delegate to properly process an Eligible Employee or Participant’s Enrollment and Payment Agreement.

2.3 Affiliated Company. “Affiliated Company” shall mean (a) a corporation which, together with the Company, is a member of a controlled group of corporations (as defined in Code Section 414(b)), (b) a trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with Covidien, (c) a corporation, partnership or other entity which, together with Covidien, is a member of an affiliated service group (as defined in Code Section 414(m)), (d) an organization which is required to be aggregated with Covidien pursuant to regulations promulgated under Code Section 414(o), or (e) any service recipient or employer that is within a controlled group of corporations as defined in Code Sections 1563(a)(1), (2) and (3) where the phrase “at least 50%” is substituted in each place “at least 80%” appears and any service recipient or employer with trades or businesses under common control as defined in Code Section 414(c) and Treas. Reg. Section 1.414(c)-2 where the phrase “at least 50%” is substituted in each place “at least 80%” appears, provided, however, that when the relevant determination is to be based upon legitimate business criteria (as described in Treas. Reg. Sections 1.409A-1(b)(5)(iii)(E) and 1.409A-1(h)(3)), the phrase “at least 20%” shall be substituted in each place “at least 80%” appears as described above with respect to both a controlled group of corporations and trades or businesses under common control.

2.4 Annual Enrollment Period. “Annual Enrollment Period” shall mean, with respect to a Plan Year, the period that begins on a date specified by the Plan Administrator and that ends no later than December 31st of the year immediately preceding the Plan Year for which elections made during such period are effective.

2.5 Base Salary. “Base Salary” means the annual rate of base salary paid to each Participant as of any date of reference before any reduction for any amounts deferred by the Participant pursuant to Code Section 401(k) or Code Section 125, or pursuant to this Plan or any other non-qualified plan which permits the voluntary deferral of compensation.

2.6 Base Salary Deferral. “Base Salary Deferral” means that portion of Base Salary as to which a Participant has made an election to defer receipt pursuant to Article V.

2.7 Beneficiary(ies). “Beneficiary” or “Beneficiaries” means the person or persons designated by the Participant to receive payments under this Plan in the event of the Participant’s death as provided in Section 10.3.

2.8 Board. “Board” means the Board of Directors of Covidien.

2.9 Bonus Compensation. “Bonus Compensation” means any annual performance-based cash bonus or incentive compensation, payable to a Participant pursuant a written plan that provides for annual payments thereunder, as of any date of reference before any reduction for any amounts deferred by the Participant pursuant to Code Section 401(k) or Code Section 125, or pursuant to this Plan or any other non-qualified plan which permits the voluntary deferral of compensation. Bonus Compensation shall not include (a) any special or one-time bonus payment, (b) any amount paid under any equity incentive plan, (c) any bonus paid after Separation from Service, and (d) Commission Compensation.

2.10 Bonus Compensation Deferral. “Bonus Compensation Deferral” means that portion of Bonus Compensation as to which a Participant has made an election to defer receipt pursuant to Article V.

2.11 Cause. “Cause” means a Participant’s (a) substantial failure or refusal to perform duties and responsibilities of his or her job as required by the Company, (b) violation of any fiduciary duty owed to the Company, (c) conviction of a felony or misdemeanor, (d) dishonesty, (e) theft, (f) violation of Company rules or policy, or (g) other egregious conduct, that has or could have a serious and detrimental impact on the Company and its employees. The Plan Administrator, in its sole and absolute discretion, shall determine Cause. Examples of Cause may include, but are not limited to, excessive absenteeism, misconduct, insubordination, violation of Company policy, dishonesty, and deliberate unsatisfactory performance (,Participant refuses to improve deficient performance).

2.12 Change of Control. “Change of Control” means any of the following events.

a.any “person” (as defined in Sections 13(d) and 14(d) of the Exchange Act), excluding for this purpose (i) Covidien or any subsidiary company (wherever incorporated) of Covidien as defined by Section 86 of the Companies Act 1981 of Bermuda, as amended (a “Subsidiary”) and (ii) any employee benefit plan of Covidien or any Subsidiary (or any person or entity organized, appointed or established by Covidien for or pursuant to the terms of any such plan that acquires beneficial ownership of voting securities of Covidien), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of Covidien representing more than 30% of the combined voting power of Covidien’s then-outstanding securities; provided, however, that no Change of Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by Covidien;

b. persons who, as of the Amendment Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason (including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction) to constitute at least a majority thereof, provided that any person becoming a Director of Covidien subsequent to the Amendment Effective Date shall be considered an Incumbent Director if such person’s election or nomination for election was approved by a vote of at least 50% of the Incumbent Directors; but provided further that any such person whose initial assumption of office is in connection with an actual or threatened proxy contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as defined in Sections 13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director;

c. consummation of a reorganization, merger or consolidation or sale or other disposition of at least 80% of the assets of Covidien (a “Business Combination”), in each case, unless, following such Business Combination, all or

substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of Covidien immediately prior to such Business Combination beneficially own directly or indirectly more than 50% of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns Covidien or all or substantially all of Covidien’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of Covidien; or (d) approval by the stockholders of Covidien of a complete liquidation or dissolution of Covidien.

2.13 Code. “Code” means the Internal Revenue Code of 1986, as amended (and any regulations thereunder).

2.14 Commission Compensation. “Commission Compensation” means any sales commission paid to a Participant during a Plan Year before such commission is reduced for any amounts deferred by the Participant pursuant to Code Section 401(k) or Code Section 125, or any other non-qualified plan which permits the voluntary deferral of compensation.

2.15 Company. “Company” means Covidien LP (formerly Tyco Healthcare Group LP). Where the context so requires, “Company” used in reference to a Participant means the specific entity that is part of the Company as defined herein that employs the Participant at any relevant time.

2.16 Company Credit. “Company Credit” means an amount credited by the Company for the benefit of a Participant pursuant to Section 6.3.

2.17 Compensation. “Compensation” means an Eligible Employee’s (a) Base Salary as in effect from time to time during a Plan Year, (b) Commission Compensation paid during a Plan Year and (c) Bonus Compensation earned for an applicable Fiscal Year. For purposes of determining a Participant’s Company Credits under Section 6.3, Core Company Credits under Section 6.4 and Discretionary Credits under Section 6.5 for any Plan Year, Compensation shall include only Base Salary, Bonus Compensation and Commission Compensation actually paid to the Participant during such Plan Year. Moreover, for purposes of Spillover Deferral elections under Section 6.1, Compensation shall not include Commission Compensation. In no event shall any of the following items be treated as Compensation hereunder: (i) payments from this Plan or any other Company nonqualified deferred compensation plan; (ii) income from the exercise of nonqualified stock options or from the disqualifying disposition of incentive stock options, income realized upon the vesting of restricted stock or the delivery of shares in respect of restricted stock units or performance share units (or other similar items of income related to equity compensation grants, exercises or vesting events); (iii) reimbursement for moving expenses or other relocation expenses; (iv) mortgage interest differentials; (v) payment for reimbursement of taxes; (vi) international assignment premiums, allowances or other reimbursements; (vii) bonuses, other than bonus payments specifically identified in the definition of Bonus Compensation in Section 2.9; or (vii) any other payments as determined by the Plan Administrator in its sole discretion.

2.18 Compensation Deferral. “Compensation Deferral” means that portion of Compensation as to which a Participant has made an annual irrevocable election to defer receipt pursuant to Article V or Section 6.1. A Participant’s Compensation Deferral may consist of Base Salary Deferrals, Bonus Compensation Deferrals, Spillover Deferrals, or a combination thereof, as applicable to the Participant.

2.19 Core Company Credit. “Core Company Credit” means any amount credited to a Participant’s Account under Section 6.4.

2.20 Covidien. “Covidien” means Covidien pic, a public company with limited liability incorporated in Ireland.

2.21 Disability. “Disability” means that a Participant either (a) has been determined to be eligible for Social Security disability benefits or (b) is eligible to receive benefits under the Company’s long-term disability program as in effect at the time of disability.

2.22 Discretionary Credit. “Discretionary Credit” means any amount credited to a Participant’s Account under Section 6.5.

2.23 Effective Date and Amendment Effective Date. “Effective Date” means the original effective date of the Plan, which is June 29, 2007. “Amendment Effective Date” means the effective date of this amendment and restatement of the Plan, which is January 1, 2010.

2.24 Eligible Employee. “Eligible Employee” for all purposes under this Plan other than eligibility for a Company Credit under Section 6.3 includes any individual who (a) was eligible to participate in the Plan on December 31, 2008, or (b) is (i) a common law employee on the payroll of any United States Subsidiary of Covidien Ltd. (other than Puerto Rico), (ii) a U.S. citizen or a resident alien permanently assigned to work in the United States, and (iii) has a Base Salary for the relevant Plan Year that equals or exceeds $125,000, or such other higher amount as determined by the Plan Administrator in its sole discretion to reflect cost-of-living adjustments. Solely for purposes of determining eligibility for Company Credits under Section 6.3 and Core Company Credits under Section 6.4, “Eligible Employee” includes any employee of the Company who meets the requirements set forth in (a), (b)(i) and (b)(ii) above and who, for a relevant Plan Year, is paid Compensation in excess of the limitation on includible compensation under Code Section 401(a)(17). Notwithstanding the foregoing, employees eligible to participate in any “Non-U.S. Covidien Retirement Plan” shall not be Eligible Employees for purposes of the Plan. A “Non-U.S. Covidien Retirement Plan” is defined as any pension or retirement plan, program or scheme established outside the United States of America that is either sponsored by a non-US Covidien Affiliated Company or is mandated by a governmental body or under the terms of a bargaining agreement and shall include any termination or retirement indemnity program and the national social security arrangements in Italy, Portugal and Spain, but shall exclude national social security arrangements in any other country.

2.25 Enrollment and Payment Agreement. “Enrollment and Payment Agreement” means the authorization form that an Eligible Employee files with the Plan Administrator to elect a Compensation Deferral under the Plan for a Plan Year, and/or to elect the timing and form of distribution for Company Credits, Core Company Credits or Discretionary Credits for a Plan Year.

An Enrollment and Payment Agreement may be filed in any form so designated by the Plan Administrator, including electronically.

2.26 Exchange Act. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2.27 Fiscal Year. “Fiscal Year” means the Company’s fiscal year, which is the 52- or 53-week period ending on the last Friday of each September.

2.28 Matching Credit. “Matching Credit” means an amount credited to a Participant’s Account under Section 6.2.

2.29 Maximum Matching Percentage. “Maximum Matching Percentage” for any Plan Year means the maximum matching contribution percentage available under the RSIP for such Plan Year for the Participant (disregarding any limit on the amount of matching contributions to the RSIP imposed as a result of the operation of the limitations in Code Sections 401(a)(17), 402(g) or 415(c), or any other limit imposed by the Plan or the Plan Administrator in its sole discretion).

2.30 Measurement Funds. “Measurement Funds” means the investment alternatives offered under the RSIP unless the Covidien Retirement Investments Committee takes an affirmative action, in its sole discretion, to discontinue, substitute, or modify such investment alternatives solely for purposes of this Plan. These Measurement Funds are used solely to calculate the earnings that are credited to each Participant’s Account(s) in accordance with Article VII below, and do not represent any beneficial interest on the part of the Participant in any asset or other property of the Company. Unless the Covidien Retirement Investments Committee otherwise determines, in its sole discretion, any addition, removal or replacement of investment funds under the RSIP shall automatically result in a corresponding change to the Measurement Funds hereunder.

2.31 Participant. “Participant” means any Eligible Employee who has an Account set forth in Article IV or a former Eligible Employee who has an Account that is not fully distributed. In the event of the death or incompetency of a Participant, the term means his or her personal representative or guardian. An individual shall remain a Participant until that individual has received full payment of all amounts credited to the Participant’s Account.

2.32 Payment Date. “Payment Date” means February 15 of each respective Plan Year.

2.33 Plan. “Plan” means this Plan, titled the Covidien Supplemental Savings and Retirement Plan, as amended from time to time hereafter.

2.34 Plan Administrator. “Plan Administrator” means the Covidien Retirement Administrative Committee appointed in accordance with the Covidien Employee Benefit Plans Governance Structure to manage and administer the Plan (or, where the context so requires, any delegate of the Plan Administrator).

2.35 Plan Year. “Plan Year” means the 12-month period beginning on each January 1 and ending on the following December 31.

2.36 Prior Eligible Employee. “Prior Eligible Employee” means any Eligible Employee who incurred a Separation from Service from the Company or who elected to cancel his or her Compensation Deferral election pursuant to the reasons set forth in Section 5.6 of the Plan and who participated in the Plan or any other nonqualified deferred compensation plan maintained by the Company during the two years preceding such Eligible Employee’s re-employment date.

2.37 Responsible Company. “Responsible Company” has the meaning assigned to that term in Section 10.9.

2.38 Retirement. “Retirement” means a Participant’s termination of employment with the Company (other than for Cause) after attaining age 55 and having a combined age plus Years of Service equal or exceeding 60.

2.39 RSIP. “RSIP” means the Covidien Retirement Savings and Investment Plan (or its immediate predecessor or any successor plan if the context so indicates) applicable to a Participant.

2.40 RSIP Election. “RSIP Election” means the percentage of the Participant’s Compensation that he or she has elected to contribute on a pre-tax basis to the RSIP for a Plan Year, determined at the beginning of such Plan Year.

2.41 Separation Date. “Separation Date” means the last day of a Participant’s active employment with the Company before incurring a Separation from Service without regard to any compensation continuation arrangement, as determined by the Plan Administrator in its sole discretion.

2.42 Separation from Service. “Separation from Service” or “Separates from Service” means a Participant’s separation from service with the Company within the meaning of Code Section 409A and the regulations and rulings promulgated thereunder. A Separation from Service shall be deemed to have occurred with respect to any Participant who experiences a Subsidiary Change of Control, even if such Participant remains employed by the affected subsidiary on the day immediately after the Subsidiary Change of Control occurs.

2.43 Separation Payment. “Separation Payment” is the payment made under the Plan that is on account of a Participant’s Separation from Service as described in Section 8.1.

2.44 Specified Date Payment. “Specified Date Payment” has the meaning set forth in Section 8.1.

2.45 Spillover Deferrals. “Spillover Deferrals” means Compensation Deferrals credited to the Account of a Participant as a result of an election made for a Plan Year by such Participant in accordance with the terms of Section 6.1.

2.46 Subsidiary Change of Control. “Subsidiary Change of Control” means a change in the ownership of a corporation within the meaning of Treasury Regulation 1.409A-3(i)(5)(v), whereby any one person, or more than one person acting as a group, acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than fifty (50) percent of the total fair market value or total voting power of the stock of such corporation.

2.47 Tyco SSRP. “Tyco SSRP” means the Tyco Supplemental Savings and Retirement Plan in effect on June 29, 2007.

2.48 Unforeseeable Emergency. “Unforeseeable Emergency” means a severe financial hardship to the Participant or the Participant’s spouse, Beneficiary or dependents within the meaning of Code Section 409A(a)(2)(B)(ii) and the regulations and rulings promulgated thereunder.

2.49 Year of Service. “Year of Service” means a Year of Service as determined under the RSIP.

ARTICLE III

Administration

3.1 Plan Administrator. The Plan shall be administered by the Plan Administrator, which shall have full discretionary power and authority to interpret the Plan; to prescribe, amend and rescind any rules, forms and procedures as it deems necessary or appropriate for the proper administration of the Plan; and to make any other determinations, including factual determinations, and take such other actions as it deems necessary or advisable in carrying out its duties under the Plan.

ARTICLE IV

Participation

4.1 Eligible Employees. Any Eligible Employee, other than a Prior Eligible Employee (defined in Section 2.35), will become a Participant for the first full pay period following the date on which a Compensation Defined election is in place or immediately following the date a Company Credit or Discretionary Credit is made on behalf of the Eligible Employee.

4.2 Prior Eligible Employees. A Prior Eligible Employee will be eligible to become a Participant as of the first day of the Annual Enrollment Period that occurs immediately after the Prior Eligible Employee’s re-employment date or, if applicable, Compensation Deferral cancellation date.

ARTICLE V

Basic Deferral Participation

5.1 Election to Participate. Except as otherwise provided herein, an Eligible Employee may elect, by filing an Enrollment and Payment Agreement with the Plan Administrator during an Annual Enrollment Period, a Compensation Deferral with respect to (a) Base Salary payable in a Plan Year and (b) Bonus Compensation paid in a Plan Year that is attributable to the Fiscal Year ending within such Plan Year. Such Enrollment and Payment Agreement may be filed by such method as may be established by the Plan Administrator, including electronically. With respect to individuals who first become an Eligible Employee during a Plan Year (due to hire or promotion, but excluding Prior Eligible Employees), on or before September 30, or such other date as determined by the Plan Administrator, may file an Enrollment and Payment Agreement, no later than 30 days after first becoming an Eligible Employee, which shall be applicable to Base Salary payable for the remainder of such Plan Year (but only with respect to Compensation earned after

the filing of such election). With respect to individuals who first become an Eligible Employee during a Plan Year (due to hire or promotion, but excluding Prior Eligible Employees), after September 30, or such other date as determined by the Plan Administrator, may file an Enrollment and Payment Agreement (generally during the next Annual Enrollment Period) that will be effective for Base Salary or Bonus Compensation, as applicable, payable in the next Plan Year; provided, however that in no circumstances will any such Eligible Employee make an election for the Plan Year in which the Eligible Employee is hired or promoted. Notwithstanding the foregoing, to the extent necessary, the Plan Administrator may permit an Administrative Error Correction.

5.2 Amount of Deferral Election. Pursuant to each Enrollment and Payment Agreement for a Plan Year a Participant shall irrevocably elect to defer as a whole percentage (a) up to 50% of his or her Base Salary for the applicable Plan Year (or remainder of the Plan Year, as the case may be); and/or (b) up to 100% of this or her Bonus Compensation (net of required withholding) for the applicable Fiscal Year.

5.3 Deferral Limits. The Plan Administrator may change the minimum or maximum deferral percentages from time to time. Any such limits shall be communicated by the Plan Administrator prior to the due date for the Enrollment and Payment Agreement. Amounts deferred under this Plan will not constitute compensation for any Company-sponsored qualified retirement plan.

5.4 Period of Commitment. A Participant’s Compensation Deferral shall be effective only for the immediately succeeding Plan Year (or the remainder of the current Plan Year, as applicable), unless otherwise allowed by the Plan Administrator in its sole discretion; provided, however, that nothing herein gives the Plan Administrator the authority to suspend Compensation Deferrals made pursuant to an Enrollment and Payment Agreement other than for Disability, an Administrative Error Correction, an Unforeseeable Emergency (as determined by the Plan Administrator in accordance with Section 8.6 herein) or as otherwise required by applicable law.

5.5 Vesting of Compensation Deferrals. Compensation Deferrals, and earnings credited thereon, shall be 100% vested at all times (subject to Section 10.12).

5.6 Compensation Deferral Cancellation. Notwithstanding any other provision of the Plan to the contrary, a Participant may elect to cancel his or her Compensation Deferral election due to a Disability or Unforeseeable Emergency. Following such cancellation, a Participant shall be a Prior Eligible Employee and may elect to recommence participation in the Plan, provided that the Participant satisfies the requirements to be an Eligible Employee on a subsequent Annual Enrollment Date in accordance with Sections 5.1 and 6.1 of the Plan.

ARTICLE VI

Spillover Participation/Matching, Company and Discretionary Credits

6.1 Spillover Election. Any Eligible Employee may elect to make Spillover Deferrals for a Plan Year. Such election may be made by filing an Enrollment and Payment Agreement with the Plan Administrator during the Annual Enrollment Period. Such election shall be deemed an irrevocable commitment by such Participant to defer hereunder a percentage of his or her periodic Compensation equal to the Participant’s RSIP Election for such Plan Year, with such deferrals commencing at the time the Participant’s pretax RSIP contributions are suspended for the Plan

Year as the result of the imposition of limitations in Code Sections 401(a)(17), 402(g) or 415(c) (or any other limit imposed by the Plan, RSIP or the Plan Administrator in its sole discretion) and continuing for the remainder of the Plan Year; provided, that a Participant who elects to make Spillover Deferrals will be deemed to have made a commitment to maintain his or her RSIP Election in effect for the entire Plan Year (up to the time of such suspension) without change. Notwithstanding the foregoing, to the extent necessary, the Plan Administrator may permit an Administrative Error Correction.

6.2 Matching Credits. An Eligible Employee who has elected to make Compensation Deferrals for a Plan Year shall receive Matching Credits, equal to the Participant’s Maximum Matching Percentage multiplied by (i) the dollar amount of the Participant’s Compensation Deferrals under Section 5.1 for such Plan Year on Compensation up to the applicable annual dollar limitation set forth in Code Section 401(a)(17), and (ii) the amount of Compensation for such Plan Year from which Spillover Deferrals (if any) are made under Section 6.1 (disregarding any such Compensation that exceeds the applicable annual dollar limitation set forth in Code Section 401(a)(17)). Matching Credits shall be credited to a Participant’s Account at such time or times as may be determined by the Plan Administrator in its sole discretion, but in no event less frequently than annually.

6.3 Company Credits. A Participant who is an Eligible Employee for purposes of this Section 6.3 for any Plan Year shall receive Company Credits for such Plan Year in an amount equal to the Participant’s Maximum Matching Percentage for such Plan Year multiplied by the Participant’s Compensation in excess of the annual dollar limitation set forth in Code Section 401(a)(17) for such Plan Year. Company Credits shall be credited to a Participant’s Account at such time or times as may be determined by the Plan Administrator in its sole discretion, but in no event less frequently than annually, as of the last day of a Plan Year. A Participant who has elected to make Compensation Deferrals for a Plan Year, and who receives a Company Credit for such Plan Year, shall have the portion of his or her Account attributable to such Company Credit, if vested, distributed as specified in his or her Enrollment and Payment Agreement for such Plan Year. A Participant who has not elected to make Compensation Deferrals for a Plan Year, but who receives a Company Credit for such Plan Year (and has not previously received any Company Credit under the Plan), shall file with the Plan Administrator an Enrollment and Payment Agreement as soon as practicable (but no later than 30 days) after becoming eligible for such Company Credit, electing the timing and form of payment of the portion of the Participant’s Account attributable to such Company Credit, if vested. Such election shall be deemed to apply also to any Company Credit received in any future Plan Year for which the Participant does not have in effect an Enrollment and Payment Agreement. If such Participant does not file an Enrollment and Payment Agreement by the date specified by the Plan Administrator, he or she shall be deemed to have elected to have the portion of his or her Account attributable to such Company Credit, and each Company Credit received in a future Plan Year for which the Participant does not have in effect an Enrollment and Payment Agreement, paid as a Separation Payment in a single lump sum on the Payment Date during the year following the year in which the Participant’s Separation from Service occurs. This deemed election shall apply both prospectively and retroactively to amounts that were (i) deferred and not vested as of December 31, 2004, and (ii) deferred after December 31, 2004.

6.4 Core Company Credits. A Participant who is an Eligible Employee for purposes of this Section 6.4 for any Plan Year shall receive Core Company Credits for such Plan Year in an amount equal to the product of the Participant’s Compensation in excess of the annual dollar limitation under Code Section 401(a)(17) for such Plan Year multiplied by three percent (3%). Core Company Credits shall be credited to a Participant’s Account at such time or times as may be determined by the Plan Administrator in its sole discretion, but in no event less frequently than annually, as of the last day of a Plan Year. A Participant who has elected to make Compensation Deferrals for a Plan Year, and who receives a Core Company Credit for such Plan Year, shall have the portion of his or her Account attributable to such Core Company Credit, if vested, distributed as specified in his or her Enrollment and Payment Agreement for such Plan Year. A Participant who has not elected to make Compensation Deferrals for a Plan Year, but who receives a Core Company Credit for such Plan Year (and has not previously received any Core Company Credit under the Plan), shall file with the Plan Administrator an Enrollment and Payment Agreement as soon as practicable (but no later than 30 days) after becoming eligible for such Core Company Credit, electing the timing and form of payment of the portion of the Participant’s Account attributable to such Core Company Credit, if vested. Such election shall be deemed to apply also to any Core Company Credit received in any future Plan Year for which the Participant does not have in effect an Enrollment and Payment Agreement. If such Participant does not file an Enrollment and Payment Agreement by the date specified by the Plan Administrator, he or she shall be deemed to have elected to have the portion of his or her Account attributable to such Core Company Credit, and each Core Company Credit received in a future Plan Year for which the Participant does not have in effect an Enrollment and Payment Agreement, paid as a Separation Payment in a single lump sum on the Payment Date during the year following the year in which the Participant’s Separation from Service occurs.

6.5 Discretionary Credits. A Participant who is an Eligible Employee for any Plan Year may receive a Discretionary Credit for such Plan Year. Such credit shall be in such amount as may be determined by the Company in its sole discretion, and shall be credited to the Participant’s Account at such time or times as may be determined by the Company in its sole discretion. A Participant who has elected to make Compensation Deferrals for a Plan Year, and who receives a Discretionary Credit for such Plan Year, shall have the portion of his or her Account attributable to such Discretionary Credit (if vested) distributed as specified in his or her Enrollment and Payment Agreement for such Plan Year. A Participant who has not elected to make Compensation Deferrals for a Plan Year, but who receives a Discretionary Credit for such Plan Year (and has not previously received any Discretionary Credit under the Plan), shall file with the Plan Administrator an Enrollment and Payment Agreement as soon as practicable (but no later than 30 days) after becoming eligible for such Discretionary Credit, electing the timing and form of payment of the portion of the Participant’s Account attributable to such Discretionary Credit (if vested). Such election shall be deemed to apply also to any Discretionary Credit received in any future Plan Year for which the Participant does not have in effect an Enrollment and Payment Agreement. If such Participant does not file an Enrollment and Payment Agreement by the date specified by the Plan Administrator, he or she shall be deemed to have elected to have the portion of his or her Account attributable to such Discretionary Credit, and each Discretionary Credit received in a future Plan Year for which the Participant does not have in effect an Enrollment and Payment Agreement, paid (if vested) as a Separation Payment in a single lump sum on the Payment Date during the year following the year in which the Participant’s Separation from Service occurs.

6.6 Vesting of Matching, Company, Core and Discretionary Credits. Participants who are actively employed on or after January 1, 2010 shall have the portion of their Account attributable to Matching Credits, Company Credits and Core Company Credits 100% vested upon the completion of two Years of Service (subject to Section 10.12). If earlier, the portion of a Participant’s Account attributable to Matching Credits, Company Credits and Core Company Credits shall become 100% vested (a) if he or she Separates from Service due to death, Disability or Retirement, (b) if he or she Separates from Service and becomes 100% vested in Company contributions credited to his or her account in the RSIP, or (c) upon the occurrence of a Change of Control (subject in each case to Section 10.12). The portion of a Participant’s Account attributable to Discretionary Credits shall become 100% vested upon the date and/or upon the occurrence of the event(s) specified by the Company in its sole discretion (subject to Section 10.12).

ARTICLE VII

Participant Account

7.1 Establishment of Account. The Plan Administrator shall establish and maintain an Account with respect to each Participant’s annual Compensation Deferrals, Matching Credits, Company Credits, Core Company Credits and/or Discretionary Credits hereunder, as applicable, and amounts directly transferred from the Tyco SSRP as of the Effective Date, if any, on behalf of such Participant. Compensation Deferrals pursuant to Section 5.1 and Spillover Deferrals pursuant to Section 6.1 shall be credited by the Plan Administrator to the Participant’s Account as soon as practicable after the date on which such Compensation would otherwise have been paid, in accordance with the Participant’s election. The Participant’s Account shall be reduced by the amount of payments made to the Participant or the Participant’s Beneficiary pursuant to this Plan and by any forfeitures.

7.2 Earnings (or Losses) on Account. Participants must designate, on an Enrollment and Payment Agreement or by such other means as may be established by the Plan Administrator, the portion of the credits to their Account that shall be allocated among the various Measurement Funds. In default of such designation, credits to a Participant’s Account shall be allocated to the Measurement Fund(s) that serves as the default investment option in the RSIP, unless the Plan Administrator makes an affirmative election otherwise in its sole discretion. A Participant’s Account shall be credited with all deemed earnings (or losses) generated by the Measurement Funds, as elected by the Participant, on each business day for the sole purpose of determining the amount of earnings to be credited or debited to such Account as if the designated balance of the Account had been invested in the applicable Measurement Fund. Notwithstanding that the rates of return credited to a Participant’s Account are based upon the actual performance of the corresponding Measurement Funds, the Company shall not be obligated to invest any amount credited to a Participant’s Account under this Plan in such Measurement Funds or in any other investment funds. Upon notice to the Plan Administrator in the manner it prescribes, a Participant may reallocate the Funds to which his or her Account is deemed to be allocated.

7.3 Valuation of Account. The value of a Participant’s Account as of any date shall equal the amounts theretofore credited to such Account, including any earnings (positive or negative) deemed to be earned on such Account in accordance with Section 7.2, less the amounts theretofore deducted from such Account.

7.4 Statement of Account. The Plan Administrator shall provide or make available to each Participant (including electronically), not less frequently than quarterly, a statement in such form as the Plan Administrator deems desirable setting forth the balance standing to the credit of his or her Account.

7.5 Payments From Account. Any payment made to or on behalf of a Participant from his or her Account in an amount which is less than the entire balance of his or her Account shall be made pro rata from each of the Measurement Funds to which such Account is then allocated. If a payment is not made by the designated Payment Date under the Plan, the payment shall be made as soon as administratively practicable, but not later than December 31 of the calendar year in which the designated Payment Date occurs.

7.6 Separate Accounting. If and to the extent required for the proper administration of the vesting or payments provisions of the Plan, the Plan Administrator may segregate a Participant’s Account into subaccounts on the books and records of the Plan, all of which subaccounts shall, together, constitute the Participant’s Account.

ATRICLE VIII

Payments to Participants

8.1 Distribution Payments.

a.Timing of Payment. Except as otherwise provided in Section 6.3, 6.4, 8.3, 8.4 or 8.9 any portion of the Participant’s Account attributable to his or her Compensation Deferrals, vested Matching Credits, vested Company Credits, vested Core Company Credits or vested Discretionary Credits for a Plan Year shall be distributed as a payment to be made or to commence following the Participant’s Separation from Service Date or as a payment to be made or to commence at a specified date, without reference to the Participant’s Separation from Service.

b. Form of Payment. Unless Section 8.3 applies, Separation Payments and Specified Date Payments shall be made by one of the following methods, as elected by the Participant in the Enrollment and Payment Agreement filed with the Plan Administrator for such Plan Year: (i) one lump sum, or (ii) annual installments payable over a maximum of 15 years.

c. Separation Payments. A Separation Payment shall be made, or shall commence on the Payment Date following the year in which the Participant’s Separation from Service Date occurs except as provided in Section 8.9 for specified employees.

d. Specified Date Payments. Except as otherwise provided in Section 8.3, a Specified Date Payment shall be made, or shall commence on the Payment Date during the payment year designated by the Participant in the applicable Enrollment and Payment Agreement. A Specified Date Payment may not begin any earlier than the fifth Plan Year following the Plan Year for which the initial filing of the Enrollment and Payment Agreement was made with respect to that Specified Date Payment.

e. Specified Date Payments Following Separation From Service Date. If a Participant’s Separation from Service Date occurs before the scheduled Payment Date for one or more Specified Date Payments, and the Participant is not reemployed before the last day of the year in which the Participant’s Separation from Service Date occurs, such Specified Date Payment shall instead be made, or shall commence, on the Payment Date during the year following the year in which the Participant’s Separation from Service Date occurs and if such Participant is not eligible for Retirement, then notwithstanding the Participant’s election on any Enrollment and Payment Agreement with respect to the Specified Date Payments, the Participant’s Specified Date Payments shall be paid in a single lump sum payment on the Payment Date during the year following the year in which the Participant’s Separation from Service Date occurs except as provided in Section 8.9 for specified employees.

8.2 Change in Election. Subject to Section 10.19, a Participant may change the payment year and/or the form of an existing Specified Date Payment election for a Plan Year by filing a new payment election, in the form specified by the Plan Administrator, at least 12 months prior to the originally specified Payment Date (in the case of installment payments, the date of the first scheduled installment payment), provided that (a) such new election delays the payment year by at least five years from the original payment year, and (b) such change in election shall not be effective until12 months from the date it is filed, and (c) any change in the form of payment may only occur if the form of payment is changing from a lump sum payment to installments or from installment payments to installment payments of a longer duration. No change in payment date or form of payment may be made with respect to a Separation Payment once elected. In addition, a Participant’s reemployment following the commencement of installment payments shall not cause any suspension or interruption in such installment payments.

8.3 Cash-Out Payments. Notwithstanding any election made under Section 8.1 or Section 8.2, (a) if the total value of the Participant’s Account on the first day of the Plan Year following his or her Separation from Service Date is less than $20,000, or (b) if a Participant has not satisfied the requirements that constitute a Retirement under the Plan, then the Participant’s Account shall be paid to the Participant in one lump sum on the Payment Date following the year in which the Participant’s Separation from Service Date occurs except as provided in Section 8.9 for specified employees. Notwithstanding the foregoing sentence or any election made under Section 8.1 or Section 8.2, if at any time the present value of any benefit under the Plan that would be considered a “single plan” under Treas. Reg. Section 1.409A-1(c)(2) together with the present value of any benefit required to be aggregated with such benefit under Treas. Reg. Section 1.409A-1(c)(2), is less than the dollar limit set forth in Code Section 402(g), the Company may, in its discretion, distribute such benefit (or benefits) to the Participant in the form of a lump sum, provided that the payment results in the liquidation of the entirety of the Participant’s interest under the “single plan,” including all benefits required to be aggregated as part of the “single plan” under Treas. Reg. Section 1.409A-1(c)(2).

8.4 Death or Disability Benefit. Upon the death or Disability of a Participant, the Participant or the Participant’s Beneficiary, as applicable, shall be paid the balance in his or her Account in the form of a lump sum payment, within 90 days of the date of the Participant’s death or Disability. Such payment shall be in an amount equal to the value of the Participant’s Account

of the last day of the calendar quarter following the Participant’s death or Disability, with the Measurement Funds being deemed to have been liquidated on that date to make the payment.

8.5 Valuation of Payments. Any lump sum benefit under Sections 8.1, 8.2 or 8.3 shall be payable in an amount equal to the value of the Participant’s Account (or relevant portion thereof) on the Participant’s date of distribution, with the Measurement Funds being deemed to have been liquidated on that date to make the payment. The first annual installment payment in a series of installment payments shall be equal to (a) the value of the Participant’s Account (or relevant portion thereof) on the date of distribution of the first installment payment, with the Measurement Funds being deemed to have been liquidated on that date to make the payment, divided by (b) the number of installment payments elected by the Participant. The remaining installments shall be paid, respectively, in an amount equal to (x) the value of such Account (or relevant portion thereof) on the distribution date of the installment payment, with the Measurement Funds being deemed to have been liquidated on that date to make the payment, divided by (y) the number of remaining unpaid installment payments.

8.6 Unforeseeable Emergency. In the event that the Plan Administrator, upon written request of a Participant, determines that the Participant has suffered an Unforeseeable Emergency, the Participant shall be paid from that portion of his or her Account resulting from Compensation Deferrals, as soon as practicable following such determination, an amount necessary to meet the emergency, after deduction of any and all taxes as may be required pursuant to Section 8.7.

8.7 Withholding Taxes. The Company may make such provisions and take such action as it may deem necessary or appropriate for the withholding of any taxes which the Company is required by any law or regulation of any governmental authority, whether federal, state or local, to withhold in connection with any benefits under the Plan, including, but not limited to, the withholding of appropriate sums from any amount otherwise payable to the Participant (or his or her Beneficiary). Each Participant, however, shall be responsible for the payment of all individual tax liabilities relating to any such benefits.

8.8 Effect of Payment. The full payment of the applicable benefit under this Article VIII shall completely discharge all obligations on the part of the Company to the Participant (and each Beneficiary) with respect to the operation of this Plan, and the Participant’s (and Beneficiary’s) rights under this Plan shall terminate.

8.9 Delay of Payment for Specified Employees. Notwithstanding any provision of this Plan to the contrary, in the case of any Participant who is a “specified employee” as of the date of such Participant’s Separation from Service within the meaning of Code Section 409A and the regulations and rulings promulgated thereunder, no distribution under this Plan shall be made, or shall commence, before the date which is six months after the date of such Participant’s Separation from Service (or, if earlier, the date of the Participant’s death).

ARTICLE IX

Claims Procedures

9.1 Filing a Claim. Any controversy or claim arising out of or relating to the Plan shall be filed in writing with the Plan Administrator in accordance with the Plan Administrator’s procedures. The Plan Administrator shall make all determinations concerning such claim. Any

decision by the Plan Administrator denying such claim shall be in writing using language calculated to be understood by the Participant or Beneficiary filing the claim (“Claimant”) and shall be delivered to the Claimant.

a.In General. Notice of a denial of benefits will be provided within 90 days of the Plan Administrator’s receipt of the Claimant’s claim for benefits. If the Plan Administrator determines that it needs additional time to review the claim, the Plan Administrator will provide the Claimant with a notice of the extension before the end of the initial 90-day period. The extension will not be more than 90 days from the end of the initial 90-day period and the notice of extension will explain the special circumstances that require the extension and the date by which the Plan Administrator expects to make a decision.

b. Contents of Notice. If a claim for benefits is completely or partially denied, notice of such denial shall include a written explanation, using language calculated to be understood by the Claimant.

i.The decision shall set forth (A) the specific reason or reasons for such denial, (B) specific reference(s) to the relevant provision(s) of this Plan on which such denial is based, (C) a description, where appropriate, as to how the Claimant can perfect the claim, including a description of any additional material or information necessary to complete the claim and why such material or information is necessary, (D) the appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review, (E) the time limits for requesting a review under Section 9.2, and (F) a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse decision on review.

9.2 Appeal of Denied Claims. A Claimant whose claim has been completely or partially denied shall be entitled to appeal the claim denial by filing a written appeal with the Plan Administrator within the deadlines described below.

a.In General. A Claimant (or his or her authorized representative) who timely requests a review of the denied claim may review, upon request and free of charge, copies of all documents, records and other information relevant to the denial and may submit written comments, documents, records and other information relevant to the claim to the Plan Administrator. All written comments, documents, records, and other information shall be considered “relevant” if the information (i) was relied upon in making a benefits dete1mination, (ii) was submitted, considered or generated in the course of making a benefits decision regardless of whether it was relied upon to make the decision, or (iii) demonstrates compliance with administrative processes and safeguards established for making benefit decisions. The Plan Administrator may, in its sole discretion and if it deems appropriate or necessary, decide to hold a hearing with respect to the claim appeal.

b. Deadline. Appeal of a denied benefits claim must be filed in writing with the Plan Administrator no later than 60 days after receipt of the written notification of such claim denial. The Plan Administrator shall make its decision

regarding the merits of the denied claim within 60 days following receipt of the appeal (or within 120 days after such receipt in a case where there are special circumstances requiring an extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required, notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Plan Administrator expects to render the determination on review. The review will take into account comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination.

c. Contents of Notice. If a benefits claim is completely or partially denied on review, notice of such denial shall set forth the reasons for denial in language calculated to be understood by the Claimant. The decision on review shall set forth (i) the specific reason or reasons for the denial, (ii) specific reference(s) to the relevant provision(s) of this Plan on which the denial is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, or other information relevant (as defined above) to the Claimant’s claim, and (iv) a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA.

9.3 Legal Action. A Claimant may not bring any legal action relating to a claim for benefits under the Plan unless and until the Claimant has followed the claims procedures under the Plan and exhausted his or her administrative remedies under such claims procedures.

9.4 Discretion of the Plan Administrator. All interpretations, determinations and decisions of the Plan Administrator with respect to any claim shall be made in its sole discretion, and shall be final and conclusive.

ARTICLE X

Miscellaneous

10.1 Protective Provisions. Each Participant and Beneficiary shall cooperate with the Plan Administrator by furnishing any and all information requested by the Plan Administrator in order to facilitate the orderly recording of deferral and payment elections and the payment of benefits hereunder. If a Participant or Beneficiary refuses to cooperate with the Plan Administrator, the Company shall have no further obligation to the Participant or Beneficiary under the Plan, other than payment of the then-current balance of the Participant’s Account in accordance with prior elections and subject to Section 10.11.

10.2 Inability to Locate Participant or Beneficiary. In the event that the Plan Administrator is unable to locate a Participant or Beneficiary within two years following the date the Participant was to commence receiving payment, the entire amount allocated to the Participant’s Account shall be forfeited. If, after such forfeiture, the Participant or Beneficiary later claims such benefit, such benefit shall be reinstated without interest or earnings from the date

payment was to commence pursuant to Article VIII to the extent permitted by Code Section 409A and the regulations and rulings promulgated thereunder.

10.3 Designation of Beneficiary. Each Participant may designate in writing a Beneficiary or Beneficiaries (which Beneficiary may be an entity other than a natural person if approved by the Plan Administrator in its sole discretion) to receive any payments which may be made under the Plan following the Participant’s death. No Beneficiary designation shall become effective until it is in writing and it is filed with the Plan Administrator. A Beneficiary designation under the Plan may be separate from all other retirement-type plans sponsored by the Company. Such designation may be changed or canceled by the Participant at any time without the consent of any such Beneficiary. Any such designation, change or cancellation must be made in a form approved by the Plan Administrator and shall not be effective until received by the Plan Administrator or its designee. If no Beneficiary has been named, or the designated Beneficiary or Beneficiaries have predeceased the Participant, the Beneficiary shall be the Participant’s estate. If a Participant designates more than one Beneficiary, the interests of such Beneficiaries shall be paid in equal shares, unless the Participant has specifically designated otherwise.

10.4 No Contract of Employment. Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Participant, or any person whosoever, the right to be retained in the service of the Company, and all Participants and other employees shall remain subject to discharge to the same extent as if the Plan had never been adopted.

10.5 No Limitation on Company Actions. Nothing contained in the Plan shall be construed to prevent the Company from taking any action which is deemed by it to be appropriate or in its best interest. No Participant, Beneficiary, or other person shall have any claim against the Company as a result of such action.

10.6 Obligations to Company. If a Participant becomes entitled to payment of benefits under the Plan, and if at such time the Participant has any outstanding debt, obligation, or other liability representing an amount owing to the Company, then the Company may offset such amount owed to it against the amount of benefits otherwise distributed; provided, however, that such deductions cannot exceed $5,000 in the aggregate and shall be made in a manner consistent with Treas. Reg. Section 1.409A- 3G) (4)(xiii).

10.7 No Liability for Action or Omission. Neither the Company, the Plan Administrator nor any director, officer or employee of the Company shall be responsible or liable in any manner to any Participant, Beneficiary or any person claiming through them for any benefit or action taken or omitted in connection with the granting of benefits, the continuation of benefits, or the interpretation and administration of this Plan.

10.8 Non-alienation of Benefits. Except as otherwise specifically provided herein, all amounts payable hereunder shall be paid only to the person or persons designated by the Plan and not to any other person or corporation. No part of a Participant’s Account shall be liable for the debts, contracts, or engagements of any Participant, or his or her Beneficiary or successors in interest, nor shall such Account of a Participant be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate, commute, pledge, encumber, or assign any benefits or payments

hereunder in any manner whatsoever. If any Participant, Beneficiary or successor in interest is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any payment from the Plan, voluntarily or involuntarily, the Plan Administrator, in its discretion, may cancel such payment (or any part thereof) to or for the benefit of such Participant, Beneficiary or successor in interest in such manner as the Plan Administrator shall direct. Notwithstanding the foregoing, all or a portion of a Participant’s Account may be awarded to an “alternate payee” (within the meaning of Section 206(d)(3)(K) of ERISA) if and to the extent so provided in a judgment, decree or order that, in the Plan Administrator’s sole discretion, would meet the applicable requirements for qualification as a “qualified domestic relations order” (within the meaning of Section 206(d)(3)(B)(i) of ERISA) if the Plan were subject to the provisions of Section 206(d) of ERISA. Such amounts shall be payable to the alternate payee in the form of a lump sum distribution and shall be paid within ninety (90) days following the Plan Administrator’s determination that the order satisfies the requirements to be a “qualified domestic relations order.”

10.9 Liability for Benefit Payments. The obligation to pay or provide for payment of a benefit hereunder to any Participant or his or her Beneficiary shall, at all times, be the sole and exclusive liability and responsibility of the company that employed the Participant immediately prior to the event giving rise to a payment obligation (the “Responsible Company”). No other company or parent, Affiliated Company, subsidiary or associated company shall be liable or responsible for such payment, and nothing in this Plan shall be construed as creating or imposing any joint or shared liability for any such payment (other than the Covidien guarantee set forth in Section 10.10 below). The fact that a company or a parent, Affiliated Company, subsidiary or associated company other than the Responsible Company actually makes one or more payments to a Participant or his or her Beneficiary shall not be deemed a waiver of this provision; rather, any such payment shall be deemed to have been made on behalf of and for the account of the Responsible Company.

10.10 Covidien Guarantee. Covidien guarantees the payment by the Responsible Company (as defined in Section 10.9) of any benefits provided for or contemplated under this Plan which either (a) the Responsible Company concedes are due and owing to a Participant or Beneficiary or (b) are finally determined to be due and owing to a Participant or Beneficiary, but which in either case the Responsible Company fails to pay.

10.11 Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” deferred and supplemental retirement compensation plan for Participants, with all benefits payable hereunder constituting an unfunded contractual payment obligation of the Company. Nothing contained in the Plan, and no action taken pursuant to the Plan, shall create or be construed to create a trust of any kind. The Company shall reflect on its books the Participants’ interests hereunder, but no Participant or any other person shall under any circumstances acquire any property interest in any specific assets of the Company. Nothing contained in tills Plan and no action taken pursuant hereto shall create or be construed to create a fiduciary relationship between the Company and any Participant or other person. A Participant’s right to receive payments under the Plan shall be no greater than the right of an unsecured general creditor of the Company. Except to the extent that the Company determines that a “rabbi” trust may be established in connection with the Plan, all payments shall be made from the general funds of the Company, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment. The Company’s obligations under this Plan are not assignable or transferable except to (a) any

corporation or partnership which acquires all or substantially all of the Company’s assets or (b) any corporation or partnership into which the Company may be merged or consolidated. The provisions of the Plan shall inure to the benefit of each Participant and the Participant’s Beneficiaries, heirs, executors, administrators or successors in interest.

10.12 Forfeiture for Cause. Notwithstanding any other provision of this Plan, if a Participant’s Separation from Service is for Cause, or if the Plan Administrator determines that a Participant Separates from Service for any other reason had engaged in conduct prior to his or her separation which would have constituted Cause, then the Plan Administrator may determine in its sole discretion that such Participant’s Account under the Plan shall be forfeited and shall not be payable hereunder.

10.13 Governing Law. This Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts to the extent not superseded by federal law, without reference to the principles of conflict of laws.

10.14 Severability of Provisions. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provisions had not been included.

10.15 Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

10.16 Gender, Singular and Plural. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may read as the plural and the plural as the singular.

10.17 Notice. Any notice or filing required or permitted to be given to the Plan Administrator under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the Plan Administrator, Covidien Supplemental Savings and Retirement Plan, c/o Covidien HR Benefits, 15 Hampshire Street, Mansfield, MA 02048 or to such other person or entity as the Plan Administrator may designate from time to time. Such notice shall be deemed given as of the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

10.18 Amendment and Termination. The Plan may be amended, suspended, or terminated at any time (in whole or in part) by the Company in its sole discretion; provided, however, that no such amendment, suspension or termination shall result in any reduction in the value of a Participant’s Account determined as of the effective date of such amendment. In addition, the Plan, may be amended at any time and in any respect by the Company (and/or its operation modified by the Plan Administrator) if and to the extent recommended by Company counsel in order to conform to the requirements of Code Section 409A and regulations thereunder or to any other Code Section or regulation that bears on the tax-deferred character of the benefits provided hereunder or to maintain the tax-qualified status of the RSIP. In the event of any suspension or termination of the Plan (or any portion thereof), payment of Participants’ Accounts shall be made under and in accordance with the terms of the Plan and the applicable elections (except that the

Plan Administrator may determine, in its sole discretion, to accelerate payments to all Participants if and to the extent that such acceleration is permitted under Code Section 409A and regulations thereunder).

10.19 Special Rule Regarding Election Changes Prior to December 31, 2008. To the extent permitted under the provisions of the final regulations under Code Section 409A and subsequent related guidance, the Company may, in its sole discretion, permit a Participant to modify an existing election with respect to the timing and form of payment of the Participant’s Account hereunder without regard to the limitations set forth in Section 8.2, so long as (a) such modification is made on or before December 31, 2008, (b) such modified election is consistent with the provisions of Sections 8.1 and 8.9 hereof, and (c) such modification does not apply to any amount that would otherwise be distributable in the year in which the election is made.

MEDTRONIC

NONQUALIFIED RETIREMENT PLAN SUPPLEMENT

(as restated generally effective May 1,2017)

(Conformed through the Amendment adopted November 6, 2020)

TABLE OF CONTENTS


ARTICLE 1 DEFERRED COMPENSATION ACCOUNT			13
Section 1.1 Establishment of Account.			13
Section 1.2 Property of Company.			13
ARTICLE 2 DEFINITIONS, GENDER, AND NUMBER			13
Section 2.1 Definitions..			13
Section 2.2 Gender and Number.			17
ARTICLE 3 PARTICIPATION			17
Section 3.1 Who May Participate..			17
Section 3.2 Time and Conditions of Participation			17
Section 3.3 Termination and Suspension of Participation.			18
Section 3.4 Missing Persons.			18
Section 3.5 Relationship to Other Plans.			18
ARTICLE 4 RETIREMENT PLAN SUPPLEMENTAL BENEFIT			18
Section 4.1 Calculation of Retirement Plan Supplemental Benefit.			18
Section 4.2 Establishment of Nonqualified Retirement Plan Account			19
Section 4.3 Interest Credited to Nonqualified Retirement Plan Account			19
Section 4.4 Payment of Nonqualified Retirement Plan Account			19
ARTICLE 5 ESOP SUPPLEMENTAL BENEFIT			20
Section 5.1 Nonqualified ESOP Account.			20
Section 5.2 Gains Credited to Nonqualified ESOP Account.			20
Section 5.3 Payment of Nonqualified ESOP Account			20
ARTICLE 6 PERSONAL INVESTMENT ACCOUNT SUPPLEMENTAL BENEFIT			20
Section 6.1 Calculation of Personal Investment Account Supplemental Benefit.			20
Section 6.2 Establishment of Nonqualified Personal Investment Account.			21
Section 6.3 Crediting Gains and Losses to Nonqualified Personal Investment Account			21
Section 6.4 Vested Interest in Nonqualified Personal Investment Account.			21
Section 6.5 Payment of Nonqualified Personal Investment Account.			22
ARTICLE 7 MEDTRONIC CORE CONTRIBUTION ACCOUNT SUPPLEMENTAL BENEFIT			22
Section 7.1 Calculation of Medtronic Core Contribution Account Supplemental Benefit.			22
Section 7.2 Establishment of Nonqualified Medtronic Core Contribution Account.			23
Section 7.3 Crediting Gains and Losses to Nonqualified Medtronic Core Contribution Account.			23


Section 7.4 Vested Interest in Nonqualified Medtronic Core Contribution Account			23
Section 7.5 Payment of Nonqualified Medtronic Core Contribution Account			23
ARTICLE 8 ARTICLES. DEATH BENEFITS			24
Section 8.1 Form and Time of Payment..			24
Section 8.2 Beneficiary			24
ARTICLE 9 CHANGE IN CONTROL PROVISIONS			24
Section 9.1 Application of Article 9.			24
Section 9.2 Payments to and by the Trust			25
Section 9.3 Legal Fees and Expenses.			25
Section 9.4 Late Payment and Additional Payment Provisions.			25
ARTICLE 10 FUNDING			26
Section 10.1 Source of Benefits.			26
Section 10.2 No Claim on Specific Assets			26
ARTICLE 11 ADMINISTRATION			26
Section 11.1 Administration.			26
Section 11.2 Powers of Committee			26
Section 11.3 Actions of the Committee			26
Section 11.4 Delegation.			26
Section 11.5 Reports and Records			27
Section 11.6 Claims Procedure..			27
Section 11.7 Disability Benefit Claims..			28
Section 11.8 Additional Claims Procedure Requirements.			30
ARTICLE 12 AMENDMENTS AND TERMINATION			31
Section 12.1 Amendments.			31
Section 12.2 Termination..			31
ARTICLE 13 MISCELLANEOUS			32
Section 13.1 No Guarantee of Employment.			32
Section 13.2 Release..			32
Section 13.3 Notices..			32
Section 13.4 Nonalienation.			32
Section 13.5 Withholding.			32
Section 13.6 Captions.			32
Section 13.7 Applicable Law.			32
Section 13.8 Invalidity of Certain Provisions.			32
Section 13.9 No Other Agreements			33
Section 13.10 Incapacity.			33


Section 13.11 Electronic Media			33
Section 13.12 Delay of Distributions Upon Certain Events			33
Section 13.13 Acceleration of Distributions Upon Certain Events.			34
Section 13.14 Small Account Balances			35
Section 13.15 When a Plan Payment is Deemed to be Made			35
Section 13.16 Restricted Period.			35

SCHEDULE A -CREDITING RATE

SCHEDULE B -SPECIAL BENEFITS

MEDTRONIC

NONQUALIFIED RETIREMENT PLAN SUPPLEMENT

(as restated generally effective May 1, 2017)

Medtronic, Inc. (the “Company”) previously established the Medtronic, Inc. Executive Nonqualified Supplemental Benefit Plan (the “Plan”) for the benefit of the Eligible Employees of the Company and certain of its Affiliates, effective May 1, 1986. The Plan was amended and restated effective May 1, 2005, and again restated effective January 1, 2008, to comply with the requirements of the final regulations issued under Section 409A of the Code (“Section 409A”). At the time of that restatement, the name of the Plan was the Medtronic, Inc. Supplemental Executive Retirement Plan. The Plan has been amended in other respects, including changing the name of the Plan to the Medtronic, Inc. Nonqualified Retirement Plan Supplement in June of 2011. The Plan is being restated again effective May 1, 2017, as the Medtronic Nonqualified Retirement Plan Supplement to reflect changes to contributions under the Medtronic Savings and Investment Plan and to make other changes to the Plan.

This restatement applies to amounts deferred under the Plan on or after May 1, 2017 (the “Restatement Date”), and to the payment of all amounts deferred under the Plan (whether such amounts were deferred before, on, or after the Restatement Date) that have not yet been distributed as of the Restatement Date. No amount deferred under the Plan is intended to be “grandfathered” under Section 409A. The restatement does not change the time or form of any payment required under the Plan, and does not reduce vested amounts credited to a Participant’s account prior to the date of execution of the restated Plan.

The purpose of the Plan is to provide Eligible Employees with benefits that supplement those provided under certain of the tax-qualified plans maintained by the Company. More specifically, the Plan is intended to provide certain benefits on a nonqualified basis that are not otherwise provided under the Company’s tax-qualified plans as a result of the application of certain legal limitations on contributions, benefits and includible compensation and as a result of elections made by Eligible Employees under other plans maintained by the Company.

The Plan is intended to be (and shall be construed and administered as) an employee benefit pension plan under the provisions of ERISA, which is unfunded and maintained primarily for the purpose of providing deferred compensation for Eligible Employees who constitute a select group of management or highly-compensated employees, as described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

The Plan is not intended to be qualified under Section 401(a) of the Code. The Plan, as restated herein, is subject to, and intended to comply with, Section 409A of the Code.

The obligation of the Company to make payments under the Plan constitutes an unsecured (but legally enforceable) promise of the Company to make such payments and no person, including any Participant or Beneficiary, shall have any lien, prior claim or other security interest in any property of the Company as a result of the Plan.

ARTICLE 1

DEFERRED COMPENSATION ACCOUNT

Section 1.1 Establishment of Account. The Company shall establish one or more Accounts for each Participant which shall be utilized solely as a device to measure and determine the amount of deferred compensation to be paid under the Plan.

Section 1.2 Property of Company. Any amounts set aside for benefits payable under the Plan are the property of the Company, except, and to the extent, provided in the Trust.

ARTICLE 2

DEFINITIONS, GENDER, AND NUMBER

Section 2.1 Definitions. Whenever used in the Plan, the following words and phrases shall have the meanings set forth below unless the context plainly requires a different meaning, and when a defined meaning is intended, the term is capitalized.

2.1.1 “Account” means a bookkeeping account established by the Company on its books and records to record and determine the benefits payable to a Participant or Beneficiary under the Plan. The Company shall establish a separate Account on behalf of each Participant for:

a.The benefit the Participant is entitled to receive pursuant to Article 4, if any, referred to as the “Nonqualified Retirement Plan Account.”

b. The benefit the Participant is entitled to receive pursuant to Article 5, if any, referred to as the “Nonqualified ESOP Account”;

c. The benefit the Participant is entitled to receive pursuant to Article 6, if any, entitled the “Supplemental Personal Investment Account”; and

d. The benefit the Participant is entitled to receive pursuant to Article 7, if any, entitled the “Supplemental Medtronic Core Contribution Account.”

The Committee may establish any number of sub-accounts on behalf of a Participant or Beneficiary as the Committee considers necessary or advisable for purposes of maintaining a proper accounting of amounts to be credited under the Plan on behalf of a Participant or Beneficiary .

2.1.2 “Affiliate” or “Affiliates” means the Company and any entity with which the Company would be considered a single employer under Section 414(b) of the Code (employees of controlled group of corporations) and Section 414(c) of the Code (employees of partnerships, proprietorships, etc., under common control).

2.1.3 “Beneficiary” or “Beneficiaries” means the persons or trusts designated by a Participant in writing pursuant to Section 8.2.1 of the Plan as being entitled to receive any benefit payable under the Plan by reason of the death of a Participant, or, in the absence of such designation, the persons specified in Section 8.2.2 of the Plan.

2.1.4 “Board” means the Board of Directors of the Company as constituted at the relevant time.

2.1.5 “Capital Accumulation Plan” means the Medtronic, Inc. Capital Accumulation Plan Deferral Program, as amended or restated from time to time or any successor thereto.

2.1.6 “Code” means the Internal Revenue Code of 1986, as amended from time to time and any successor statute. References to a Code section shall be deemed to be to that section or to any successor to that section, and to all guidance issued under that section.

2.1.7 “Committee” means the Committee or individual appointed by the Compensation Committee of the Board (or any person or entity designated by the Committee) to administer the Plan pursuant to Section 11.4.

2.1.8 “Company” means Medtronic, Inc. and its successors and assigns, by merger, purchase or otherwise.

2.1.9 “Domestic Relations Order” has the meaning set forth in Section 414(p)(l)(B) of the Code.

2.1.10 “Eligible Employee” means an elected or appointed officer of the Company, or any other key employee of the Company or an Affiliate, excluding any individual who is neither a United States citizen nor a United States resident. In order to be an Eligible Employee an employee must be a member of a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 40l(a)(l) of ERISA and rules established by the Committee. The Company may make such projections or estimates as it deems desirable in applying the eligibility requirements, and its determination shall be conclusive.

2.1.11 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time and any successor statute. References to an ERISA section shall be deemed to be to that section or to any successor to that section, and to all guidance issued under that section.

2.1.12 “ESOP” means the Medtronic, Inc. Employee Stock Ownership Plan, as in effect prior to April 30, 2001. (As of April 30, 2001, the ESOP was amended to permit elective deferrals under Section 401(k) of the Code and renamed the Medtronic, Inc. Employee Stock Ownership and Supplemental Retirement Plan. As of May 1, 2005, the Medtronic, Inc. Employee Stock Ownership and Supplemental Retirement Plan was amended and renamed the Medtronic, Inc. Savings and Investment Plan. As of January 26, 2015, the Medtronic, Inc. Savings and Investment Plan was amended and renamed the Medtronic Savings and Investment Plan.)

2.1.13 “ESOP Supplemental Benefit” means the benefit under the Predecessor Plan that was commonly referred to as the “ESOP restoration benefit” and previously called the “Defined Contribution Supplemental Benefit.” Under the Plan, this benefit equals the difference between: (a) the allocation due to Company contributions the Participant would have received under the ESOP prior to May, 1, 2005, but for the Section 401(a)(17) Limitation and Section 415 Limitation; and (b) the allocation actually received by the Participant under the ESOP.

2.1.14 “Event” means an event of change in control of the Company, as defined in the Trust.

2.1.15 “Medtronic Core Contribution Account” has the same meaning as in the Savings and Investment Plan.

2.1.16 “Medtronic Core Contribution Account Supplemental Benefit” has the meaning set forth in Article 7.

2.1.17 “Participant” means an Eligible Employee who has commenced participation in the Plan.

2.1.18 “Personal Investment Account” has the same meaning as in the Savings and Investment Plan.

2.1.19 “Personal Investment Account Supplemental Benefit” has the meaning set forth in Article 6.

2.1.20 “Plan” means the “Medtronic Nonqualified Retirement Plan Supplement” as set forth herein and as amended or restated from time to time.

2.1.21 “Plan Year” means the 12-month period commencing May 1 and ending the following April 30.

2.1.22 “Predecessor Plan” means the Plan, as in effect prior to May 1, 2005.

2.1.23 “Restatement Date” means May 1, 2017, the effective date of this restatement.

2.1.24 “Retirement Plan” means the Medtronic Retirement Plan, as amended from time to time, and any successor(s) thereto. Effective May 1, 2019, the Company established the Medtronic Retirement Plan for Certain Participants & Beneficiaries and transferred to such plan the portion of the Medtronic Retirement Plan attributable to certain individuals, who, on December 31, 2018, were actively employed with the Company or its Affiliates and accruing pension benefits under the Medtronic Retirement Plan. Accordingly, effective as of May 1, 2019, “Retirement Plan” shall also mean the Medtronic Retirement Plan for Certain Participants & Beneficiaries.

In general, the Retirement Plan includes a final average pay benefit for individuals employed by the Company or an Affiliate prior to May 1, 2005. Effective May 1, 2005, the Retirement Plan provides a personal pension account benefit for individuals who become

employed on or after May l, 2005 and before January 1, 2016. Individuals participating in the Retirement Plan prior to May 1, 2005, could elect a personal pension account benefit in lieu of the final average pay benefit for Plan Years commencing May 1, 2005. Alternatively, an individual employed before January 1, 2016, and otherwise eligible to participate in the Retirement Plan could elect not to participate in the Retirement Plan and receive a contribution to a Personal Investment Account under the Savings and Investment Plan. The Retirement Plan is now closed to new entrants and, effective April 30, 2027, will be frozen.

2.1.25 “Retirement Plan Supplemental Benefit” has the meaning set forth m Article 4.

2.1.26 “Savings and Investment Plan” means the Medtronic Savings and Investment Plan, as amended from time to time, and any successor thereto. The Savings and Investment Plan includes a salary reduction benefit under Section 401(k) of the Code and a matching contribution benefit under Section 401(m) of the Code. Effective May 1, 2005, the Savings and Investment Plan also includes a Personal Investment Account for those individuals who elected this retirement benefit option. Individuals who become participants in the Savings and Investment Plan on or after January 1, 2016, can no longer elect a Personal Investment Account, but instead are covered under the Medtronic Core Contribution Account.

2.1.27 “Section 401(a)(17) Limitation” means the limitation on the dollar amount of compensation that may be taken into account under qualified retirement plans under Section 401(a)(l7) of the Code.

2.1.28 “Section 415 Limitation” means the limitation on benefits for qualified defined benefit pension plans and the limitation on allocations for qualified defined contribution plans, which are imposed by Section 415(b) and (c), respectively, of the Code.

2.1.29 “Separation from Service” or “Separate from Service,” with respect to a Participant, means the Participant’s separation from service with all Affiliates, within the meaning of Section 409A(a)(2)(A)(i) of the Code. Solely for this purpose, a Participant will be considered to have a Separation from Service when the Participant dies, retires, or otherwise has a termination of employment with all Affiliates. The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the individual retains a right to reemployment with the Affiliate under an applicable statute or by contract. For purposes hereof, a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for an Affiliate. If the period of leave exceeds six months and the individual does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate, and the Separation from Service occur, on the day immediately following the end of such six month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than six months, where such impairment causes the employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the Company may substitute a 29-month period of absence for such six-month period.

Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Affiliate and the Participant reasonably anticipated that no further services will be performed after a certain date or that the level of bona fide services the Participant will perform after such date (whether as an employee or independent contractor) will permanently decrease to no more than 40 percent of the average level of bona fide services performed (whether as an employee or independent contractor) over the immediately preceding 36-month period (or the full period of services if the Participant has been providing services for less than 36 months).

Notwithstanding anything in Section 2.1.2 to the contrary, in determining whether a Participant has had a Separation from Service with an Affiliate, an entity’s status as an “Affiliate” shall be determined substituting “50 percent” for “80 percent” each place it appears in Section 1563(a)(l),(2), and (3) and in Treasury Regulation Section 1.414(c)-2.

The Company shall have discretion to determine whether a Participant has experienced a Separation from Service in connection with an asset sale transaction entered into by the Company or an Affiliate, provided that such determination conforms to the requirements of Section 409A, in which case the Company’s determination shall be binding on the Participant.

2.1.30 “Section 409A” means section 409A of the Internal Revenue Code, as amended from time to time, any successor statute, and all guidance issued thereunder.

2.1.31 “Specified Employee” means an employee of an Affiliate who is subject to the six-month delay rule described in Section 409A(2)(B)(i) of the Code. The Company shall establish a written policy for identifying Specified Employees in a manner consistent with Section 409A, which policy may be amended by the Company from time to time as permitted by Section 409A.

2.1.32 “Stock” means, prior to January 20, 2015, the Company’s common stock $0.10 par value per share, and on or after January 26, 2015, ordinary shares of Medtronic pic, par value $0.0001 per share (as such par value may be adjusted from time to time).

2.1.33 “Trust” means the Medtronic, Inc. Compensation Trust Agreement Number One, as amended from time to time.

Section 2.2 Gender and Number. Except as otherwise indicated by context, masculine terminology used herein also includes the feminine and neuter, and terms used in the singular may also include the plural.

ARTICLE 3

PARTICIPATION

Section 3.1 Who May Participate. Participation in the Plan is limited to Eligible Employees.

Section 3.2 Time and Conditions of Participation. An Eligible Employee shall become a Participant on the date on which he or she first accrues a benefit under the Plan, provided that he or she is then in compliance with such terms and conditions as the Committee may from time to time establish for the implementation of the Plan, including, but not limited to, any condition the Committee may deem necessary or appropriate for the Company to meet its obligations under the Plan.

Section 3.3 Termination and Suspension of Participation. Once an individual has become a Participant, participation shall continue until payment in full of all benefits to which the Participant or Beneficiary is entitled under the Plan.

Section 3.4 Missing Persons. Each Participant and Beneficiary entitled to receive benefits under the Plan shall be obligated to keep the Company informed of his or her current address until all Plan benefits that are due to be paid to the Participant or Beneficiary have been paid to him or her. If, after having made reasonable efforts to do so, the Company is unable to locate the Participant or Beneficiary for purposes of making a distribution, the Participant’s or Beneficiary’s Plan benefit will be forfeited. In no event will a Participant’s or Beneficiary’s benefit be paid to him or her later than the date otherwise required by the Plan.

Section 3.5 Relationship to Other Plans. Participation in the Plan shall not preclude participation of the Participant in any other fringe benefit program or plan sponsored by an Affiliate for which the Participant would otherwise be eligible. Notwithstanding anything in the Plan to the contrary, to the extent permitted by Section 409A, the Committee, or anyone to whom the Committee has delegated this authority pursuant to Section 11.4, may reduce the benefits payable to a Participant under the Plan if, and to the extent that, benefits are payable to the Participant under another similar plan or arrangement maintained by the Company or an Affiliate. The Committee (or its delegate) shall have complete and absolute discretion to determine whether another benefit plan or arrangement maintained by the Company or an Affiliate is similar to the Plan, whether the benefit under the Plan can be reduced in a manner that does not cause a violation of Section 409A, and the amount of the reduction to be applied.

Section 3.6 Plan Benefits for Participants who Separated from Service. The benefits provided under the Plan with respect to any Participant who has incurred a Separation from Service shall, except as otherwise specifically provided in the Plan, be governed in all respects by the terms of the Plan as in effect as of the date of the Participant’s Separation from Service. A Participant’s reemployment by, or performance of services for, the Company or an Affiliate after incurring a Separation from Service shall not affect the payment timing or amount of his or her Account(s) under the Plan attributable to his or her service prior to his or her Separation from Service.

ARTICLE 4

RETIREMENT PLAN SUPPLEMENTAL BENEFIT

Section 4.1 Calculation of Retirement Plan Supplemental Benefit. An Eligible Employee shall earn a Retirement Plan Supplemental Benefit as of any Determination Date, as defined in the following sentence, in an amount equal to the lump sum actuarial equivalent value

of the difference between his or her Unrestricted Retirement Plan Benefit, as defined below in this Section 4.1, and his or her Actual Retirement Plan Benefit, as defined below in this Section 4.1, with both values determined as of the Determination Date. For purposes hereof, the Determination Date is the first day of the month. The lump sum actuarial equivalent value shall be determined in each case by use of the applicable interest rate of six percent (6%) and the applicable mortality table within the meaning of Section 417(e)(3) of the Code. Provided, however, the Retirement Plan Supplemental Benefit determined in accordance with this Section 4.1 shall not be less than the Retirement Plan Supplemental Benefit determined in accordance with the Plan as in effect on May 1, 2010.

For purposes hereof, an Eligible Employee’s Unrestricted Retirement Plan Benefit as of any Determination Date equals the vested monthly benefit that such individual would have accrued under the Retirement Plan as of such date under the otherwise applicable provisions of the Retirement Plan, but determined for periods from and after May 1, 1986, without application of the Section 415 Limitation or the Section 40l(a)(17) Limitation and based upon the compensation that would have been paid to the Eligible Employee during the Plan Year but for his or her election to defer his or her compensation under the Capital Accumulation Plan. For purposes hereof, compensation that is reduced pursuant to such an election shall be taken into account for the Plan Year during which such compensation would have been paid to the Eligible Employee but for such election and only to the extent that such compensation would otherwise be taken into account under the Retirement Plan in calculating benefits thereunder had such compensation otherwise been paid directly to the Eligible Employee (but without regard to application of the Section 401(a)(17) Limitation). The Unrestricted Retirement Plan Benefit is determined without reduction for the Actual Retirement Plan Benefit. For the avoidance of doubt, to the extent required under Section 4.3 of the Retirement Plan, an Eligible Employee’s Unrestricted Retirement Plan Benefit shall reflect actuarial increases determined in accordance with the actuarial adjustment factors set forth for such purpose under the Retirement Plan.

For purposes hereof, an Eligible Employee’s Actual Retirement Plan Benefit as of any Determination Date equals the vested monthly benefit that the individual has actually accrued as of such date under the provisions of the Retirement Plan, after taking into account all applicable limitations on contributions, benefits and compensation. For the avoidance of doubt, to the extent required under Section 4.3 of the Retirement Plan, an Eligible Employee’s Actual Retirement Plan Benefit shall reflect actuarial increases determined in accordance with the actuarial adjustment factors set forth for such purpose under the Retirement Plan.

An Eligible Employee’s Unrestricted Retirement Plan Benefit and Actual Retirement Plan Benefit shall be determined after giving effect to the exclusion of Eligible Employees hired or rehired on or after January 1, 2016 from the Retirement Plan under Section 3.1 of the Retirement Plan, and to the election a Participant makes under Section 3.2 of the Retirement Plan (i.e., the election to receive a contribution to a Personal Investment Account under the Savings and Investment Plan, the final average pay benefit under the Retirement Plan or the personal pension account benefit under the Retirement Plan) for benefits accruing under the Retirement Plan on or after May 1, 2005.

Section 4.2 Establishment of Nonqualified Retirement Plan Account. A Participant’s Retirement Plan Supplemental Benefit shall be determined as of the first day of the month following the month in which the Participant has a Separation from Service, and the lump sum value of such Retirement Plan Supplemental Benefit shall be credited as of such date to a bookkeeping account established for the Participant on the books and records of the Company, referred to as the “Nonqualified Retirement Plan Account.”

In the event a Participant terminates employment as a result of death, the value of the benefits, if any, to be credited to his or her Nonqualified Retirement Account shall be based upon the lump sum actuarial equivalent value of the death benefits that would be paid under the Retirement Plan under the same assumptions as used under Section 4.1 hereof in determining the Participant’s Unrestricted Retirement Plan Benefit (that is, without regard to the Section 415 Limitation and the Section 401(a)(l7) Limitation and without regard to any election the Participant may have made under the Capital Accumulation Plan to defer his or her compensation) less the lump sum actuarial equivalent value of death benefits actually payable with respect to such Participant under the Retirement Plan, if any, taking into account all applicable limitations on contributions, benefits and compensation.

Section 4.3 Interest Credited to Nonqualified Retirement Plan Account. All amounts credited to the Nonqualified Retirement Plan Account from time to time shall be credited with interest at a rate that is equal to the pre-retirement interest rate or rates used by the Retirement Plan during the period for which interest is to be so credited for purposes of determining actuarially equivalent benefits under the Retirement Plan. Interest as so determined shall be compounded monthly during the Plan Year.

Section 4.4 Payment of Nonqualified Retirement Plan Account. Payment to a Participant of his or her Nonqualified Retirement Plan Account shall commence as soon as administratively feasible on or after the first day of the seventh month following his or her Separation from Service. All distributions of the Nonqualified Retirement Account will be made in cash. If the value of the Participant’s Nonqualified Retirement Account, determined as of the date on which such Account is established, is greater than $100,000, the Account principal together with interest at an annual rate of six percent (6%) thereon shall be paid to the Participant on a monthly basis over a 15-year period in 180 equal monthly installments. If the value of the Participant’s Nonqualified Retirement Account, determined as of the date on which such Account is established, is $100,000 or less, the Account together with interest thereon shall be paid to the Participant in a lump sum.

ARTICLE 5

ESOP SUPPLEMENTAL BENEFIT

Section 5.1 Nonqualified ESOP Account. The Company previously established an Account on behalf of each Participant entitled to an ESOP Supplemental Benefit (defined as a Defined Contribution Supplemental Benefit in the Predecessor Plan and commonly referred to as the “ESOP restoration benefit”) now referred to as the “Nonqualified ESOP Account.” All contributions to the Nonqualified ESOP Account ceased effective April 30, 2005. A Participant’s

Nonqualified ESOP Account, if any, will continue to vest according to the terms of the Predecessor Plan.

Section 5.2 Gains Credited to Nonqualified ESOP Account. A Participant’s ESOP Supplemental Benefit is expressed in the form of the right to receive Stock. Because of this, the Nonqualified ESOP Account is adjusted to reflect Stock splits, Stock dividends and recapitalizations in such manner as may be determined by the Committee. The Committee may also, in its discretion, adjust the Nonqualified ESOP Account to reflect dividends payable with respect to the Stock from time to time in such manner as it deems appropriate.

Section 5.3 Payment of Nonqualified ESOP Account. Payment to a Participant of his or her Nonqualified ESOP Account shall be made at the end of the Plan Year in which the Participant’s Separation from Service occurs. Payment shall be made in Stock in the form of a lump sum.

ARTICLE 6

PERSONAL INVESTMENT ACCOUNT SUPPLEMENTAL BENEFIT

Section 6.1 Calculation of Personal Investment Account Supplemental Benefit. An Eligible Employee who, pursuant to Section 3.2 of the Retirement Plan, elects to participate in the Personal Investment Account Benefit under the Savings and Investment Plan, shall be credited with a Personal Investment Account Supplemental Benefit as of the end of each Plan Year commencing May 1, 2005, in an amount equal to his or her Unrestricted Personal Investment Account Allocation, as defined below in this Section 6.1, for such year less his or her Actual Personal Investment Account Allocation, as defined below in this Section 6.1, for such year; provided, however, that for the year in which the Participant has a Separation from Service, the Participant’s Personal Investment Account Supplemental Benefit for such year shall be determined as of the end of the month in which the Separation from Service occurs.

An Eligible Employee’s Unrestricted Personal Investment Account Allocation for a year equals the dollar amount that would have been allocated by the Company to his or her Personal Investment Account for the year, but without application of the Section 415 Limitation or the Section 40l(a)(l7) Limitation and based upon the compensation that would have been paid to the Eligible Employee during the year but for his or her election to defer his or her compensation under the Capital Accumulation Plan. For purposes hereof, compensation that is reduced pursuant to such an election shall be taken into account for the Plan Year during which such compensation would have been paid to the Eligible Employee but for such election and only to the extent that such compensation would otherwise be taken into account under the Savings and Investment Plan in calculating benefits thereunder had such compensation otherwise been paid directly to the Eligible Employee (but without regard to application of the Section 401(a)(l7) Limitation) . The Unrestricted Personal Investment Account Allocation is determined without reduction for the Actual Personal Investment Account Allocation.

An Eligible Employee’s Actual Personal Investment Account Allocation for a year equals the dollar amount that the Company actually allocates as a contribution to the Eligible Employee’s Personal Investment Account for such year.

Section 6.2 Establishment of Nonqualified Personal Investment Account. The Personal Investment Account Supplemental Benefit to be credited to a Participant for a Plan Year under Section 6.1 shall be credited as of the last day of such year (except for the Plan Year in which a Participant has a Separation from Service, in which case it shall be credited as of the last day of the month in which the Separation from Service occurs) to an account established on the books and records of the Company, referred to as the “Nonqualified Personal Investment Account.”

Section 6.3 Crediting Gains and Losses to Nonqualified Personal Investment Account. The Committee shall designate the manner in which a Participant’s Nonqualified Personal Investment Account is to be credited with gains and losses as described on Schedule A hereto, which Schedule may be amended from time to time in the Committee’s discretion. If the Committee designates specific investment funds to serve as an index for crediting gains and losses to a Participant’s Nonqualified Personal Investment Account: (a) the Participant shall be entitled to designate which such fund or funds shall be used to measure gains and losses on his or her Nonqualified Personal Investment Account and to change such designation in accordance with rules established by the Committee; (b) the Participant’s Nonqualified Personal Investment Account will be credited with gains and losses as if invested in such fund or funds in accordance with the Participant’s designation and the rules established by the Committee; and (c) the Committee may, in its sole discretion, eliminate any investment fund or funds previously designated by it, substitute a new investment fund or funds therefore, or add investment fund or funds, at any time. If the Committee makes any such investment funds available for this purpose, the Company shall have no obligation to actually invest any amounts in any such investment funds. Unless the Committee adopts a different rule, investment designations may be changed, generally, on a business daily basis.

Section 6.4 Vested Interest in Nonqualified Personal Investment Account. A Participant’s vested interest in his or her Nonqualified Personal Investment Account shall be determined in the same manner as the Participant’s vested interest in his or her Personal Investment Account, and the Company may forfeit the non-vested portion of the Participant’s Nonqualified Personal Investment Account under the same rules and subject to the same limitations as provided for the Personal Investment Account under the Savings and Investment Plan. Notwithstanding the preceding sentence, a Participant shall not earn a fully-vested interest in his or her Nonqualified Personal Investment Account as a result of the termination or partial termination of the Plan in those situations where the Participant is not otherwise fully vested in such Account.

Section 6.5 Payment of Nonqualified Personal Investment Account. Payment to a Participant of his or her Nonqualified Personal Investment Account shall commence as soon as administratively feasible on or after the first day of the seventh month following his or her Separation from Service. All distributions of the Nonqualified Personal Investment Account will be paid in the form of cash. If the value of the Participant’s Nonqualified Personal Investment Account, determined as soon as administratively feasible following the date on which the Participant’s Separation from Service occurs, is greater than $100,000, the Account principal shall be paid to the Participant on a monthly basis over a fifteen-year period in 180 equal

monthly installments. During the payout period, interest shall be credited on the declining balance at an annual rate of six percent (6%) rather than pursuant to Section 6.3. If the value of the Participant’s Nonqualified Personal Investment Account, determined as soon as administratively feasible following the date on which the Participant’s Separation from Service occurs, is $100,000 or less, the Account shall be paid to the Participant in a lump sum.

ARTICLE 7

MEDTRONIC CORE CONTRIBUTION ACCOUNT

SUPPLEMENTAL BENEFIT

Section 7.1 Calculation of Medtronic Core Contribution Account Supplemental Benefit. An Eligible Employee who, pursuant to Section 5.4 of the Savings and Investment Plan, is eligible to receive Medtronic Core Contributions under that plan, shall be credited with a Medtronic Core Contribution Account Supplemental Benefit as of the end of each Plan Year that ends on or after April 30, 2016, in an amount equal to his or her Unrestricted Medtronic Core Contribution Account Allocation, as defined below in this Section 7.1, for such year less his or her Actual Medtronic Core Contribution Account Allocation, as defined below in this Section 7.1, for such year; provided, however, that for the year in which the Participant has a Separation from Service, the Participant’s Medtronic Core Contribution Account Supplemental Benefit for such year shall be determined as of the end of the month in which the Separation from Service occurs.

An Eligible Employee’s Unrestricted Medtronic Core Contribution Account Allocation for a year equals the dollar amount that would have been allocated by the Company to his or her Medtronic Core Contribution Account for the year, but without application of the Section 415 Limitation or the Section 40l(a)(17) Limitation and based upon the compensation that would have been paid to the Eligible Employee during the year but for his or her election to defer his or her compensation under the Capital Accumulation Plan. For purposes hereof, compensation that is reduced pursuant to such an election shall be taken into account for the Plan Year during which such compensation would have been paid to the Eligible Employee but for such election and only to the extent that such compensation would otherwise be taken into account under the Savings and Investment Plan in calculating benefits thereunder had such compensation otherwise been paid directly to the Eligible Employee (but without regard to application of the Section 401(a)(17) Limitation). In addition, compensation for the Plan Year commencing May 1, 2015, shall be taken into account only from January 1, 2016, through April 30, 2016. The Unrestricted Medtronic Core Contribution Account Allocation is determined without reduction for the Actual Medtronic Core Contribution Account Allocation.

An Eligible Employee’s Actual Medtronic Core Contribution Account Allocation for a year equals the dollar amount that the Company actually allocates as a contribution to the Eligible Employee’s Medtronic Core Contribution Account for such year.

Section 7.2 Establishment of Nonqualified Medtronic Core Contribution Account. The Medtronic Core Contribution Account Supplemental Benefit to be credited to a Participant for a

Plan Year under Section 7.1 shall be credited as of the last day of such year (except for the Plan Year in which a Participant has a Separation from Service, in which case it shall be credited as of the last day of the month in which the Separation from Service occurs) to an account established on the books and records of the Company, referred to as the “Nonqualified Medtronic Core Contribution Account.”

Section 7.3 Crediting Gains and Losses to Nonqualified Medtronic Core Contribution Account. The Committee shall designate the manner in which a Participant’s Nonqualified Medtronic Core Contribution Account is to be credited with gains and losses as described on Schedule A hereto, which Schedule may be amended from time to time in the Committee’s discretion. If the Committee designates specific investment funds to serve as an index for crediting gains and losses to a Participant’s Nonqualified Medtronic Core Contribution Account: (a) the Participant shall be entitled to designate which such fund or funds shall be used to measure gains and losses on his or her Nonqualified Medtronic Core Contribution Account and to change such designation in accordance with rules established by the Committee; (b) the Participant’s Nonqualified Medtronic Core Contribution Account will be credited with gains and losses as if invested in such fund or funds in accordance with the Participant’s designation and the rules established by the Committee; and (c) the Committee may, in its sole discretion, eliminate any investment fund or funds previously designated by it, substitute a new investment fund or funds therefor, or add investment fund or funds, at any time. If the Committee makes any such investment funds available for this purpose, the Company shall have no obligation to actually invest any amounts in any such investment funds. Unless the Committee adopts a different rule, investment designations may be changed, generally, on a business daily basis.

Section 7.4 Vested Interest in Nonqualified Medtronic Core Contribution Account. A Participant’s vested interest in his or her Nonqualified Medtronic Core Contribution Account shall be determined in the same manner as the Participant’s vested interest in his or her Medtronic Core Contribution Account, and the Company may forfeit the non-vested portion of the Participant’s Nonqualified Medtronic Core Contribution Account under the same rules and subject to the same limitations as provided for the Medtronic Core Contribution Account under the Savings and Investment Plan. Notwithstanding the preceding sentence, a Participant shall not earn a fully-vested interest in his or her Nonqualified Medtronic Core Contribution Account as a result of the termination or partial termination of the Plan in those situations where the Participant is not otherwise fully vested in such Account.

Section 7.5 Payment of Nonqualified Medtronic Core Contribution Account. Payment to a Participant of his or her Nonqualified Medtronic Core Contribution Account shall commence as soon as administratively practicable on or after the first day of the seventh month following his or her Separation from Service. All distributions of the Nonqualified Medtronic Core Contribution Account will be paid in the form of cash. If the value of the Participant’s Nonqualified Medtronic Core Contribution Account, determined as soon as administratively feasible following the date on which the Participant’s Separation from Service occurs, is greater than $100,000, the Account principal shall be paid to the Participant on a monthly basis over a fifteen-year period in 180 equal monthly installments. During the payout period, interest shall be credited on the declining balance at an annual rate of six percent (6%) rather than pursuant to

Section 7.3. If the value of the Participant’s Nonqualified Medtronic Core Contribution Account, determined as soon as administratively feasible following the date on which the Participant’s Separation from Service occurs, is $100,000 or less, the Account shall be paid to the Participant in a lump sum.

ARTICLE 8

ARTICLES. DEATH BENEFITS

Section 8.1 Form and Time of Payment. If a Participant dies before all amounts in an Account have been distributed to him or her (whether the Participant’s death occurs before or after distributions have commenced to the Participant), the Account balance, to the extent then vested, shall be paid to the Participant’s Beneficiary in a lump sum within 90 days after the Participant’s death. Provided, however, to the extent permitted under Section 409A, such payment can be made any time up to December 31 of the calendar year following the calendar year of death, the exact payment date to be determined by the Committee. The Committee may confer with the Participant’s Beneficiary in determining the payment date, but retains the discretion to determine the payment date, except that, after an Event, the Participant’s Beneficiary may, to the extent permitted under Section 409A, determine a reasonable payment date within the above-stated parameters, and the Committee shall honor such determination.

Section 8.2 Beneficiary

8.2.1 Designation of Beneficiary. Each Participant has the right to designate primary and contingent Beneficiaries for death benefits payable under the Plan. Such Beneficiaries may be individuals or trusts for the benefit of individuals. A Beneficiary designation by a Participant shall be in writing on a form acceptable to the Committee and shall only be effective upon delivery to the Company. A Beneficiary designation may be revoked by a Participant at any time by delivering to the Company either written notice of revocation or a new Beneficiary designation form. The Beneficiary designation form last delivered to the Company prior to the death of a Participant shall control.

8.2.2 Failure to Designate Beneficiary. In the event there is no Beneficiary designation on file with the Company at the Participant’s death, or if all Beneficiaries designated by a Participant have predeceased the Participant, any benefits payable pursuant to this Article 8 will be paid to the Participant’s surviving spouse, if living; or if the Participant does not leave a surviving spouse, to the Participant’s children, if any, in equal shares, except that if any of the children predecease the Participant but leave issue surviving the Participant, such issue shall take by right of representation, the share their parent would have taken if living; for purposes of this provision, “children” shall not include stepchildren unless such stepchildren have been legally adopted by the Participant; or, if there are no such surviving issue, to the Participant’s estate.

ARTICLE 9

CHANGE IN CONTROL PROVISIONS

Section 9.1 Application of Article 9. To the extent applicable, the provisions of this Article 9 relating to an Event of change in control of the Company shall control, notwithstanding any other provisions of the Plan to the contrary, and shall supersede any other provisions of the Plan to the extent inconsistent with the provisions of this Article 9.

Section 9.2 Payments to and by the Trust. Pursuant to the terms of the Trust, the Company is required to make certain payments to the Trust if an Event occurs or if the Company determines that it is probable that an Event may occur. The obligation of the Company to make such payments shall be considered an obligation under the Plan; provided, however, that such obligation shall at all times be and remain subject to the terms of the Trust as in effect from time to time.

Section 9.3 Legal Fees and Expenses. The Company shall reimburse a Participant or his or her Beneficiary for all reasonable legal fees and expenses incurred by such Participant or Beneficiary after the date of an Event in seeking to obtain any right or benefit provided by the Plan; provided however, that: (a) any such reimbursement shall be made during a period not to exceed 20 years following the date of the Event; (b) the amount eligible for reimbursement during a taxable year of the Participant or Beneficiary shall not affect the amount eligible for reimbursement in any other taxable year; (c) the reimbursement is made on or before the last day of the Participant’s or Beneficiary’s taxable year following the taxable year in which the legal fees and expenses are incurred; and (d) the right to reimbursement is not subject to liquidation or exchange for another benefit.

Section 9.4 Late Payment and Additional Payment Provisions. If after the date of an Event the Company delays a payment required to be made under the Plan past the final date that the payment was due to be made, the amount of each such delayed payment shall be credited with interest at the rate of five percent per year, compounded quarterly, from the date on which the distribution was required to be made under the terms of the Plan until the actual date of the distribution. In the event that this interest is to be credited for some period less than a full calendar quarter, the interest shall be determined and compounded for the fractional quarter. This interest represents a late payment penalty for the delay in payment and is intended to supplement any other interest or gains credited to a Participant’s Account under the Plan.

Any benefit payments made by the Company after the date on which a benefit distribution was required to be made under the terms of the Plan shall be applied first against the first due of such benefit distributions (with application first against any applicable late payment penalty and next against the benefit amount itself) until fully paid, and next against the next due of such payments in the same manner, and so forth, for purposes of calculating the late payment penalties hereunder.

In the event that payment of benefits has commenced to a Participant or Beneficiary prior to the date of an Event, then the date on which distribution was required to be made under the terms of the Plan shall be determined with reference to the payment provision that was in effect prior to the date of the Event. No adjustment may be made to any payment form which was in effect prior to the date of an Event with respect to any Account which would have the effect of

delaying payments otherwise to be made under the payment form or otherwise increasing the period of time over which payments are to be made.

Participants and their Beneficiaries shall be entitled to benefit payment under the Plan plus the late payment penalty referred to hereinabove first from the Trust and secondarily from the Company, as otherwise provided in Section 9.2.

ARTICLE 10

FUNDING

Section 10.1 Source of Benefits. All benefits under the Plan shall be paid when due by the Company out of its assets or from the Trust.

Section 10.2 No Claim on Specific Assets. No Participant shall be deemed to have, by virtue of being a Participant in the Plan, any claim on any specific assets of the Company such that the Participant would be subject to income taxation on his or her benefits under the Plan prior to distribution and the rights of Participants and Beneficiaries to benefits to which they are otherwise entitled under the Plan shall be those of an unsecured general creditor of the Company.

ARTICLE 11

ADMINISTRATION

Section 11.1 Administration. The Plan shall be administered by the Committee. The Company shall bear all administrative costs of the Plan other than those specifically charged to a Participant or Beneficiary.

Section 11.2 Powers of Committee. In addition to the other powers granted under the Plan, the Committee shall have all powers necessary to administer the Plan, including, without limitation, powers to:

a.interpret the provisions of the Plan;

b. establish and revise the method of accounting for the Plan and to maintain the Accounts; and

c. establish rules for the administration of the Plan and to prescribe any forms required to administer the Plan.

Section 11.3 Actions of the Committee. Except as modified by the Board, the Committee (including any person or entity to whom the Committee has delegated duties, responsibilities or authority, to the extent of such delegation) has total and complete discretionary authority to determine conclusively for all parties all questions arising in the administration of the Plan, to interpret and construe the terms of the Plan, and to determine all questions of eligibility and status of employees, Participants and Beneficiaries under the Plan and their respective interests. Subject to the claims procedures of Section 11.6, all determinations, interpretations, rules and decisions of the Committee (including those made or established by any

person or entity to whom the Committee has delegated duties, responsibilities or authority, if made or established pursuant to such delegation) are conclusive and binding upon all persons having or claiming to have any interest or right under the Plan.

Section 11.4 Delegation. The Committee, or any officer designated by the Committee, shall have the power to delegate specific duties and responsibilities to officers or other employees of the Company or other individuals or entities. Any delegation may be rescinded by the Committee at any time. Each person or entity to whom a duty or responsibility has been delegated shall be responsible for the exercise of such duty or responsibility and shall not be responsible for any act or failure to act of any other person or entity.

Section 11.5 Reports and Records. The Committee, and those to whom the Committee has delegated duties under the Plan, shall keep records of all their proceedings and actions and shall maintain books of account, records, and other data as shall be necessary for the proper administration of the Plan and for compliance with applicable law.

Section 11.6 Claims Procedure. Except as otherwise provided in Section 11.7 with respect to disability claims for benefits, the Committee shall notify a Participant in writing within a reasonable period of time, not to exceed ninety (90) days, following the Plan’s receipt of the Participant’s written claim for benefits, of the Participant’s eligibility or noneligibility (i) for benefits under the Plan or, (ii) if the claim is for different or greater benefits, for the benefits claimed by the Participant. If the Committee determines that a Participant is not eligible for benefits or for the benefits claimed, the notice shall set forth: (a) the specific reasons for the adverse determination; (b) a reference to the specific provisions of the Plan on which the determination is based; (c) a description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed; and (d) a description of the Plan’s claims review procedure and the time limits applicable to such procedures, including a statement of the Participant’s right to bring a civil action under Section 502(a) of the ERISA, following an adverse benefit determination on review. If the Committee determines that there are special circumstances requiring additional time to make a decision, the Committee shall notify the Participant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety (90) day period.

The Participant shall have the opportunity to have a full and fair review of the claim and the adverse benefit determination by the Committee. The Participant must exercise this opportunity by filing a petition for review with the Committee within sixty (60) days after receipt by the Participant of the notice issued by the Committee. Said petition may state the specific reasons the Participant believes the Participant is entitled to benefits or greater or different benefits and may be accompanied by written comments, document, records and other information relating to the claim for benefits. The Participant or the Participant’s representative shall be permitted, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits. Whether information is “relevant” shall be determined by the Committee taking into account guidance from the Department of Labor. If a Participant does not appeal within the Plan’s required time period, the

Participant will lose the right to appeal and the Participant will have failed to exhaust the Plan’s internal administrative appeal process.

Within a reasonable period of time, not to exceed sixty (60) days, following receipt by the Committee of said petition, the Committee shall review the petition, taking into account all comments, document, records and other information submitted by the Participant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. If the Committee’s determination is adverse to the Participant, the Committee shall notify the Participant of its decision in writing, setting forth: (a) the specific reasons for the adverse determination; (b) a reference to the specific provisions of the Plan on which the determination is based; (c) a statement that the Participant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits; and (d) a statement of the Participant’s right to bring a civil action under Section 502(a) of ERISA. If the sixty (60) day period is not sufficient, the Committee shall notify the Participant of the special circumstances that cause sixty (60) days to be insufficient and the date by which a decision is expected to be made, and may extend the time for up to an additional sixty (60) day period.

In the event of the death of a Participant, the same procedure shall be applicable to the Participant’s Beneficiaries.

Section 11.7 Disability Benefit Claims. For claims for benefits under the Plan where the disability of the Participant is in dispute, special claim rules apply. In the case of a disability benefit claim, the time periods for filing and appealing a claim set out in this Section 11.7 apply instead of the time periods under the general claims procedure described in Section 11.6. There are also additional rules that apply, such as information that must be provided in certain cases when a disability benefit claim is denied. Where there is not an additional rule or a substitute rule that applies, the general claims procedure described in Section 11.6 applies.

a.The Committee will notify the Participant of its determination regarding the availability of benefits within a reasonable period of time, but not later than forty-five (45) days after receipt of the claim by the Plan. This period may be extended by the Plan for up to thirty (30) days, provided that the Committee both determines that such an extension is necessary due to matters beyond the control of the Plan and notifies the Participant, prior to the expiration of the initial forty-five (45) day period, of the circumstances requiring the extension of time and the date by which the Plan expects to render a decision. If, prior to the end of the first thirty (30) day extension period, the Committee determines that, due to matters beyond the control of the Plan, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional thirty (30) days, provided that the Committee notifies the Participant , prior to the expiration of the first thirty (30) day extension period, of the circumstances requiring the extension and the date as of which the Plan expects to render a decision. In the case of any such extension, the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information

needed to resolve those issues, and the Participant shall be afforded at least forty-five (45) days within which to provide the specified information.

b. If a claim is denied, a Participant has one hundred eighty (180) days following receipt of the denial within which to appeal the determination. The Participant’s appeal will be reviewed in a manner that does not afford deference to the initial adverse benefit determination and that is conducted by an appropriate arbiter who is neither the individual who made the adverse benefit determination that is the subject of the appeal, nor a subordinate of such individual. In deciding an appeal of any adverse benefit determination that is based in whole or in part on a medical judgment, the arbiter will consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment. Such professional may not be an individual who was consulted in connection with the adverse benefit determination that is the subject of the appeal nor a subordinate of such individual. If the Participant requests, the Plan will furnish the Participant with the identity of any medical or vocational experts whose advice was obtained on behalf of the Plan in connection with a Participant’s benefit denial (without regard to whether the advice was relied upon in making the benefit determination).

c. The Committee will notify a Participant of the Plan’s benefit determination on appeal within a reasonable period of time, but not later than forty-five (45) days after receipt of the Participant’s request for review by the Plan, unless the Committee determines that special circumstances (such as the need to hold a hearing) require an extension of time for processing the claim. If the Committee determines that an extension of time for processing is required, written notice of the extension shall be furnished to the Participant prior to the termination of the initial forty-five (45) day period. In no event will such extension exceed a period of forty-five (45) days from the end of the initial period. The extension notice will indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the determination on appeal.

d. The period of time within which an initial benefit determination or benefit determination following an appeal is required to be made will begin at the time the claim or appeal is filed in accordance with the procedures of the Plan, without regard to whether all the information necessary to make a determination accompanies the filing. In the event that a period of time is extended as permitted in Section 11.7(a) or (c) due to a Participant’s failure to submit information necessary to decide a claim, the period for making the determination will be tolled from the date on which the notification of the extension is sent to the Participant until the date on which the Participant responds to the request for additional information.

e. Effective for disability claims filed on or after January 1, 2018, but only to the extent that applicable claims regulations so require, the Committee can issue an adverse benefit determination on review only if the Committee has provided the Participant, free of charge, with any new or additional evidence considered, relied upon, or generated by

or at the direction of the Plan or such person making the benefit determination in connection with the claim. Such evidence must be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the Participant a reasonable opportunity to respond before that date. Likewise, effective for disability claims filed on or after January 1, 2018, but only to the extent that applicable claims regulations so require, before the Committee can issue an adverse determination on review based on a new or additional rationale, the Committee must provide the Participant, free of charge, with the rationale. The rationale must be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the Participant a reasonable opportunity to respond before that date.

f. In the case of any benefit denial, including denial after appeal, if an internal rule, guideline, protocol, or other similar criterion was relied upon in denying the benefit, the Participant will be furnished with either: (1) the specific rule, guideline, protocol, or other similar criterion; or (2) a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the denial and that a copy of the rule, guideline, protocol, or other similar criterion will be provided free of charge to the Participant upon request.

g. These special rules for disability claims described in this Section 11.7 apply only if the Plan or someone acting on behalf of the Plan must make the disability determination. They apply to a Participant’s Beneficiaries if the Participant dies, and the Plan is nevertheless required to make a disability determination. They do not apply if the Plan pays a benefit based on a disability determination made by someone else for purposes of another benefit plan or program. For example, if the Plan pays a disability benefit only to Participants who are determined to be disabled by Social Security or who are determined to be disabled by an insurer under the employer’s disability insurance policy, these special rules do not apply. Instead, the rules for other claims, described in Section 11.6, apply.

Section 11.8 Additional Claims Procedure Requirements. The following provisions apply to all claims under the Plan.

a.The Plan shall comply with applicable Department of Labor regulations regarding the manner in which claims shall be processed.

b. To be considered timely under the Plan’s claims procedures, a claim must be filed under Section 11.6 or 11.7 within one year after the claimant knew or reasonably should have known of the principal facts upon which the claim is based. Knowledge of all facts that the Participant knew or reasonably should have known shall be imputed to every claimant who is or claims to be a Beneficiary of the Participant or otherwise claims to derive an entitlement by reference to the Participant for the purpose of applying the previously specified periods.

c. The exhaustion of the claims procedures is mandatory for resolving every claim and dispute arising under this Plan. As to such claims and disputes: (i) no claimant shall be permitted to commence any legal action to recover Plan benefits or to enforce or clarify rights under the Plan under Section 502 or Section 510 of ERISA or under any other provision of law, whether or not statutory, until the claims procedures have been exhausted in their entirety; and (ii) in any such legal action all explicit and all implicit determinations by the Committee and any other person or entity (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law.

d. No legal action to recover Plan benefits or to enforce or clarify rights under the Plan under Section 502 or Section 510 of ERISA or under any other provision of law, whether or not statutory, may be brought by any claimant on any matter pertaining to this Plan unless the legal action is commenced in the proper forum before the earlier of: (i) 30 months after the claimant knew or reasonably should have known of the principal facts on which the claim is based, or (ii) 12 months after the claimant has exhausted the claims procedure under this Plan. Knowledge of all facts that the Participant knew or reasonably should have known shall be imputed to every claimant who is or claims to be a Beneficiary of the Participant or otherwise claims to derive an entitlement by reference to the Participant for the purpose of applying the previously specified periods.

e. The exclusive venue for any legal action arising out of or relating to this Plan, including, but not limited to, actions under Section 502 or 510 of ERISA, is a state or federal court in Hennepin County, Minnesota.

f. The Committee and all persons determining or reviewing claims have full discretion to determine benefit claims under the Plan. Any interpretation, determination or other action of such persons will be overturned only if it is arbitrary or capricious or otherwise an abuse of discretion. Any review of a final decision or action of the persons reviewing a claim shall be based only on such evidence presented to or considered by such persons at the time they made the decision that is the subject of review.

ARTICLE 12

AMENDMENTS AND TERMINATION

Section 12.1 Amendments. The Company, by action of the Compensation Committee of the Board, or the Chief Executive Officer of the Company or the Senior Vice President of Human Resources, to the extent authorized by the Compensation Committee of the Board, may amend the Plan, in whole or in part, at any time and from time to time. Any such amendment shall be filed with the Plan documents. No amendment, however, may be effective to reduce the vested amounts credited to a Participant’s Account (or that would be so credited with respect to a Participant who is actively employed immediately prior to the date of amendment had the Participant had a Separation from Service and had his or her Account been established immediately prior to such date), as determined immediately prior to such amendment, except that

the Company may change the investment funds or funds that it may make available for crediting gains and losses pursuant to Section 6.3 or Section 7.3 at any time in its discretion.

Section 12.2 Termination. The Company reserves the right to terminate the Plan at any time by action of the Compensation Committee of the Board. Upon termination of the Plan, all accruals and contributions shall immediately cease. Termination of the Plan shall not be effective to reduce the vested amounts credited to a Participant’s Account (or that would be so credited with respect to a Participant who is actively employed immediately prior to the date of such termination had the Participant had a Separation from Service and had his or her Account been established immediately prior to such date). If the Plan is terminated, payments from the Accounts of all Participants and Beneficiaries shall be made at the time and in the manner otherwise specified in the Plan, except as otherwise determined by the Company at the time of termination, subject to Article 9 and the requirements of Section 409A.

ARTICLE 13

MISCELLANEOUS

Section 13.1 No Guarantee of Employment. Neither the adoption nor the maintenance of the Plan shall be deemed to be a contract of employment between any Affiliate and any Participant. Nothing contained herein shall give any Participant the right to be retained in the employ of an Affiliate or to perform services for an Affiliate, or to interfere with the right of an Affiliate to discharge any Participant at any time; nor shall it give an Affiliate the right to require any Participant to remain in its employ or to perform services for it or to interfere with the Participant’s right to terminate his or her employment or performance of services at any time.

Section 13.2 Release. Any payment of benefits to or for the benefit of a Participant or a Participant’s Beneficiary that is made in good faith by the Company in accordance with the Company’s interpretation of its obligations under the Plan shall be in full satisfaction of all claims against the Company for benefits under the Plan to the extent of such payment.

Section 13.3 Notices. Any notice permitted or required under the Plan shall be in writing and shall be hand-delivered or sent, postage prepaid, by first class mail, or by certified or registered mail with return receipt requested, to the principal office of the Company, if to the Company, or to the address last shown on the records of the Company, if to a Participant or Beneficiary. Any such notice shall be effective as of the date of hand-delivery or mailing.

Section 13.4 Nonalienation. No benefit payable at any time under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, levy, attachment, or encumbrance of any kind by any Participant or Beneficiary, except with respect to a Domestic Relations Order.

Section 13.5 Withholding. The Company may withhold from any payment of benefits or other compensation payable to a Participant or Beneficiary, or the Company may direct the trustee of the Trust to withhold from any payment of benefits to a Participant or Beneficiary, such amounts as the Company determines are reasonably necessary to pay any taxes or other amounts required to be withheld under applicable law.

Section 13.6 Captions. Article and section headings and captions are provided for purposes of reference and convenience only and shall not be relied upon in any way to construe, define, modify, limit, or extend the scope of any provision of the Plan.

Section 13.7 Applicable Law. The Plan and all rights hereunder shall be governed by and construed according to the laws of the State of Minnesota, except to the extent such laws are preempted by the laws of the United States of America.

Section 13.8 Invalidity of Certain Provisions. If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the Plan and the Plan shall be construed and enforced as if such provision had not been included. The Plan is intended to comply in form and operation with Section 409A, and shall be construed accordingly.

Section 13.9 No Other Agreements. The terms and conditions set forth herein constitute the entire understanding of the Company and the Participants with respect to the matters addressed herein.

Section 13.10 Incapacity. In the event that any Participant is unable to care for his or her affairs because of illness or accident, any payment due may be paid to the Participant’s spouse, parent, adult child, brother, sister or other person deemed by the Committee to have incurred expenses for the care of such Participant, unless a duly qualified guardian or other legal representative has been appointed.

Section 13.11 Electronic Media. Notwithstanding anything in the Plan to the contrary, but subject to any applicable requirements of ERISA, the Code, or other law, any action or communication otherwise required to be taken or made in writing by a Participant or Beneficiary or by the Company or Committee shall be effective if accomplished by another method or methods required or made available by the Company or Committee, or their agent, with respect to that action or communication, including e-mail, telephone response systems, intranet systems, or the Internet.

Section 13.12 Delay of Distributions Upon Certain Events

Delay in Distributions

a.Except as set forth in Section 13.13, if a Participant is a Specified Employee as of the date of his or her Separation from Service, any distributions that under the terms of the Plan are to commence to the Participant on his or her Separation from Service (“separation distributions”) shall commence on the Participant’s “delayed distribution date” (as defined below). In this case, the Company shall, in its discretion, determine (i) whether the first separation distribution to the Participant shall include the aggregate amount of any separation distributions that, but for this paragraph (a), would have been paid to the Participant from the date of his or her Separation from Service until the delayed distribution date, or (ii) whether each separation distribution shall be delayed for six months. The Company’s discretion must be exercised without any direct or

indirect election by the Participant as to whether payment method (i) or (ii) in the foregoing sentence shall be selected. For purposes of this paragraph (a), a Specified Employee’s “delayed distribution date’’ is the first day of the seventh month following the Participant’s Separation from Service, or if earlier, the date of the Participant’s death.

b. A payment under the Plan may be delayed by the Company under any of the following circumstances so long as all payments to similarly situated Participants are treated on a reasonably consistent basis:

i.The Company reasonably anticipates that if such payment were made as scheduled, the Company’s deduction with respect to such payment would not be permitted under Section 162(m) of the Code, provided that the payment is made either during the first calendar year in which the Company reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year, the deduction of such payment will not be barred by application of Section 162(m) or during the period beginning with the date of the Participant’s Separation from Service and ending on the later of the last day of the Company’s fiscal year in which the Participant has a Separation from Service or the 15th day of the third month following the Separation from Service.

ii. The Company reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law, provided that the payment is made at the earliest date at which the Company reasonably anticipates that the making of the payment will not cause such violation.

iii. Upon such other events as determined by the Company and according to such terms as are consistent with Section 409A or are prescribed by the Commissioner of Internal Revenue.

Section 13.13 Acceleration of Distributions Upon Certain Events. The Company may, in its discretion, distribute all or a portion of a Participant’s Accounts at an earlier time and in a different form than otherwise specified in the Plan under the circumstances described below:

a.As may be necessary to fulfill a Domestic Relations Order. Distributions pursuant to a Domestic Relations Order shall be made according to administrative procedures established by the Company; provided, however, that the ESOP Supplemental Benefit shall not be eligible for assignment pursuant to a Domestic Relations Order.

b. To the extent reasonably necessary to avoid the violation of ethics laws or conflict of interest laws to the extent permitted under Section 409A.

c. To pay FICA on amounts deferred under the Plan and the income tax resulting from such payment.

d. To pay the amount required to be included in income as a result of the Plan’s failure to comply with Section 409A.

e. If the Company determines, in its discretion, that it is advisable to liquidate the Plan in connection with a termination of the Plan pursuant to Section 12.2, subject to Article 9 and the requirements of Section 409A.

f. As satisfaction of a debt of the Participant to an Affiliate, where such debt is incurred in the ordinary course of the service relationship between the Affiliate and the Participant, the entire amount of the reduction in any calendar year does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

g. As satisfaction of a debt to the extent reasonably necessary to comply with federal law regarding debt collection, but only to the extent permissible under Section 409A.

h. To pay state, local or foreign tax obligations that may arise with respect to amounts deferred under the Plan and the income tax resulting from such payment.

Notwithstanding anything in this Section 13.13 to the contrary, the Company shall not provide the Participant with discretion or a direct or indirect election regarding whether a payment is accelerated pursuant to this Section 13.13.

Section 13.14 Small Account Balances. If at any time the present value of any benefit under the Plan that would be considered a “single plan” under Treasury Regulation Section 1.409A-l(c)(2), together with the present value of any benefit required to be aggregated with such benefit under Treasury Regulation Section 1.409A-l(cX2), is less than the dollar limit set forth in Section 402(g) of the Code, the Company may, in its discretion, distribute such benefit (or benefits) to the Participant in the form of a lump sum, provided that the payment results in the liquidation of the entirety of the Participant’s interest under the “single plan,” including all benefits required to be aggregated as part of the “single plan” under Treasury Regulation Section 1.409A-1(c)(2).

Section 3.15 When a Plan Payment is Deemed to be Made. Any payment that is due to be distributed as of a particular date pursuant to the provisions of the Plan, will be deemed to be distributed as of that date if it is distributed on such date or a later date within the same calendar year, or, if later, by the 15th day of the third calendar month following the date, and the Participant is not permitted, directly or indirectly, to designate the calendar year of payment. Further, a payment will be treated as made on a date if it is made no earlier than 30 days before the date, and the Participant is not permitted, directly or indirectly, to designate the calendar year of payment. For purposes of the foregoing, if the payment is required to be made during a period of time, the specified date is treated as the first day of the period of time.

Section 3.16 Restricted Period. During any Restricted Period, no assets shall be set aside, transferred, or otherwise restricted in a way that would result in such assets being treated, for the purposes of Section 83 of the Code, as property transferred in connection with the performance of services by reason of Section 409A(b)(3) of the Code with respect to an Applicable Covered Employee.

For purposes of this Section, “Restricted Period” means:

a.any period during which any defined benefit plan to which Section 412(a} of the Code applies (“Defined Benefit Plan”) of an Affiliate is in at-risk status, as defined in Section 430(i} of the Code;

b. any period the Company is a debtor in a case under title 11, United States Code, or similar federal or state law; and

c. the 12-month period beginning on the date which is six months before the termination date of a Defined Benefit Plan if, as of the termination date, the Defined Benefit Plan is not sufficient for benefit liabilities, within the meaning of Section 4041 of ERISA.

For purposes of this Section, “Applicable Covered Employee” means any:

d. covered employee of an Affiliate; and

e. former employee who was covered at the time of termination of employment with an Affiliate.

For purposes of this Section, “Covered Employee” means an individual who is:

f. an individual described in Section 162(a)(3) of the Code; or

g. subject to the requirements of Section 16(a) of the Securities Exchange Act.

SCHEDULE A

Manner of Crediting Gains and Losses to Personal Investment Account

and Medtronic Core Contribution Account

Pursuant to Sections 6.3 and 7.3, respectively

The Personal Investment Accounts and Medtronic Core Contribution Accounts of Participants shall be credited with gains and losses as if invested in one or more of the investments funds listed below that are selected by the Company and communicated to the Participants from time to time, in the proportions designated by the Participant on an investment election form submitted to the Company by the Participant. The investment election form shall be submitted to the Company in the form and manner specified by the Committee, which may be electronically pursuant to Section 13.11. Until and unless changed by the Committee, Participants shall be permitted to change investment elections, generally, on a business daily basis.

Medtronic Interest Income Fund

Vanguard Total Bond Market Index Fund

Vanguard Wellington Fund

Vanguard 500 Index Fund

Vanguard Windsor II Fund

Vanguard Morgan Growth Fund

Vanguard PRIMECAP Fund

Vanguard Extended Market Index Fund

Vanguard Explorer Fund

Vanguard International Growth Fund

Medtronic pic Stock Fund

Vanguard Target Retirement 2050 Fund

Vanguard Target Retirement 2045 Fund

Vanguard Target Retirement 2040 Fund

Vanguard Target Retirement 2035 Fund

Vanguard Target Retirement 2030 Fund

Vanguard Target Retirement 2025 Fund

Vanguard Target Retirement 2020 Fund

Vanguard Target Retirement 2015 Fund

Vanguard Target Retirement 2010 Fund

Vanguard Target Retirement 2005 Fund

Vanguard Target Retirement Income Fund

SCHEDULE B

Special Benefits

This Schedule B describes special benefits for certain participants.

I. Special Benefit for Geoffrey S. Martha. Subject to the terms of this Schedule 8.1, the Company will pay to Geoffrey S. Martha (“Mr. Martha”) the following amount as a Plan benefit, in addition to the benefit otherwise payable to him under the Plan:

The lump sum present value of the amount that Mr. Martha would have received under the GE Pension Plan as of the date of his Separation from Service with the Company, less the sum of: (a) the value of Mr. Martha’s vested Personal Investment Account as of this date; (b) the lump sum present value of the vested benefit that Mr. Martha is entitled to receive under the Plan (other than provided under this Schedule 8.1) as of this date; and (c) the lump sum present value of the benefit that Mr. Martha is actually entitled to receive under the GE Pension Plan as of this date.

The lump sum present value of the GE Pension Plan benefit as of the Date of Separation from Service with the Company will be determined based on the following assumptions:

(1) Mr. Martha remained employed with the GE Company (“GE”) on a full-time basis and continued to accrue benefits under the GE Pension Plan until his Separation from Service with the Company;

(2) No benefit related to or derived from employee contributions, e.g., “Personal Pension Account” or “Voluntary Pension Account” under the GE Pension Plan, is included in determining the value;

(3) Mr. Martha’s salary with GE increased at the rate of 3% per year starting with the date of his employment with the Company and ending with the date of his Separation from Service with the Company; and

(4) The actuarial assumptions applicable to the Retirement Plan (rather than the GE Pension Plan) as of Mr. Martha’s Separation from Service apply.

For purposes hereof, the “GE Pension Plan” means the qualified GE Pension Plan as in effect on the date that Mr. Martha first becomes employed by the Company (and assuming that the terms of such plan do not change thereafter).

Mr. Martha’s Plan benefit under this Schedule B.I will vest in, and be paid to him (or his Beneficiary) at the same time and in the same manner as his Plan benefit (other than the benefit provided under this Schedule B.I).

II. Special Benefit for Hooman Hakami. Subject to the terms of this Schedule B.II, the Company will pay to Hooman Hakami (“Mr. Hakami”) the following amount as a Plan benefit in addition to the benefit otherwise payable to him under the Plan:

The lump sum present value of the amount that Mr. Hakami would have received under the GE Pension Plan as of the date of his Separation from Service, less the sum of: (a) the value of Mr. Hakami’s vested Personal Investment Account under the Savings and Investment Plan as of the date of Mr. Hakami’s Separation from Service; (b) the lump sum present value of the vested benefit that Mr. Hakami is entitled to receive under the Plan (other than the benefit provided under this Schedule B.II) as of the date of Mr. Hakami’s Separation from Service; and (c) the lump sum present value of the benefit that Mr. Hakami is entitled to receive under the GE Pension Plan as of the date of Mr. Hakami’ s Separation from Service.

The lump sum present value of the GE Pension Plan benefit as of the date of Mr. Hakami’s Separation from Service will be determined based on the following assumptions:

(1) Mr. Hakami remained employed with the GE Company (“GE”) on a full-time basis and continued to accrue benefits under the GE Pension Plan until the date of Mr. Hakami’s Separation from Service;

(3) Mr. Hakami’s salary with GE increased at the rate of three percent (3%) per year starting with the date of his employment with the Company and ending with the date of his Separation from Service; and

(4) The actuarial assumptions applicable to the Retirement Plan (rather than the GE Pension Plan) as of Mr. Hakami’s Separation from Service apply.

For purposes hereof, the “GE Pension Plan” means the qualified GE Pension Plan as in effect on the date that Mr. Hakami first becomes employed by the Company (and assuming that the terms of such plan do not change thereafter).

Mr. Hakami’s Plan benefit under this Schedule B.II will vest in, and be paid to him (or his Beneficiary) at the same time and in the same manner as Mr. Hakami’s Personal Investment Account Supplemental Benefit under the Plan, and the benefit provided under this Schedule B.II shall be added to that Account for purposes of calculation and payment of the combined Schedule B.II benefit and Personal Investment Account Supplemental Benefit.


MEDTRONIC CAPITAL ACCUMULATION PLAN
DEFERRAL PROGRAM
(as restated generally effective January 1, 2017)

(Conformed through the Amendment adopted November 6, 2020)

TABLE OF CONTENTS


ARTICLE 1 DEFERRED COMPENSATION ACCOUNT			1
Section 1.1 Establishment of Account			1
Section 1.2 Property of Company			1
ARTICLE 2 DEFINITIONS, GENDER, AND NUMBER			2
Section 2.1 Definitions			2
Section 2.2 Gender and Number			7
ARTICLE 3 PARTICIPATION			7
Section 3.1 Who May Participate			7
Section 3.2 Time and Conditions of Participation			7
Section 3.3 Termination and Suspension of Participation			7
Section 3.4 Missing Persons			7
Section 3.5 Relationship to Other Plans			8
ARTICLE 4 ENTRIES TO ACCOUNT			8
Section 4.1 Contributions.			8
Section 4.2 Crediting Rate			11
Section 4.3 Vesting			11
ARTICLE 5 DISTRIBUTION OF ACCOUNTS			11
Section 5.1 Distribution of Elective Deferrals Accounts.			11
Section 5.2 Distribution of Company Contribution Account			12
Section 5.3 Subsequent Election to Change Payment Terms			12
Section 5.4 Exception to Payment Terms			12
Section 5.5 Determination of Amount of Installment Payment			15
ARTICLE 6 SPECIAL RULES FOR DEFERRED STOCK UNIT ACCOUNTS			16
ARTICLE 7 CHANGE IN CONTROL PROVISIONS			16
Section 7.1 Application of Article 7			16
Section 7.2 Payments to and by the Trust			16
Section 7.3 Legal Fees and Expenses			16
Section 7.4 Late Payment and Additional Payment Provisions			16
ARTICLE 8 FUNDING			17
Section 8.1 Source of Benefits			17
Section 8.2 No Claim on Specific Assets			17
ARTICLE 9 ADMINISTRATION			17
Section 9.1 Administration			17


Section 9.2 Powers of Committee			17
Section 9.3 Actions of the Committee			18
Section 9.4 Delegation			18
Section 9.5 Reports and Records			18
Section 9.6 Claims Procedure			18
ARTICLE 10 AMENDMENTS AND TERMINATION			19
Section 10.1 Amendments			19
Section 10.2 Termination			19
ARTICLE 11 MISCELLANEOUS			19
Section 11.1 No Guarantee of Employment or Contract to Perform Services			19
Section 11.2 Release			20
Section 11.3 Notices			20
Section 11.4 Nonalienation			20
Section 11.5 Withholding			20
Section 11.6 Captions			20
Section 11.7 Applicable Law			20
Section 11.8 Invalidity of Certain Provisions			20
Section 11.9 No Other Agreements			20
Section 11.10 Incapacity			20
Section 11.11 Electronic Media			21
Section 11.12 USERRA Compliance			21

SCHEDULE A

SCHEDULE B

MEDTRONIC CAPITAL ACCUMULATION PLAN

DEFERRAL PROGRAM

(as restated generally effective January 1, 2017)

Medtronic, Inc., a Minnesota corporation (“Medtronic”), previously established the Medtronic, Inc. Capital Accumulation Plan Deferral Program (the “Plan”) for the benefit of the Eligible Employees of Medtronic and certain of its Affiliates, effective May 1, 1986. The Plan was amended and restated effective January 1, 2008. On June 15, 2014, Medtronic entered into a Transaction Agreement with Covidien plc and the other parties named therein to acquire Covidien through the formation of a new holding company incorporated in Ireland that was renamed Medtronic plc (the “Transaction”). Following the Transaction, Medtronic plc, an Irish public limited company, adopted an amended and restated Plan, effective January 26, 2015, pursuant to which the Plan was renamed the Medtronic plc Capital Accumulation Plan Deferral Program. Medtronic plc decided to update the Plan, effective as of January 1, 2017, and to adopt an amended and restated Plan as of such date (the “Restatement Date”). Effective July 1, 2019, Medtronic shall assume sponsorship of the Plan and the Plan shall be renamed the Medtronic Capital Accumulation Plan Deferral Program.

This restatement applies, generally, to amounts deferred under the Plan on or after the Restatement Date, and to the payment of all amounts deferred under the Plan (whether such amounts were deferred before, on, or after the Restatement Date that have not yet been distributed as of the Restatement Date. Except as set forth in Article 6, no amount deferred under the Plan is intended to be “grandfathered” under Section 409A.

In the case of Participants who are employees, the Plan is intended to be (and shall be construed and administered as) an employee benefit pension plan under the provisions of ERISA, which is unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, as described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

The Plan is not intended to be qualified under Section 401(a) of the Code. The Plan, as restated herein, is subject to, and intended to comply with, Section 409A of the Code.

ARTICLE 1.DEFERRED COMPENSATION ACCOUNT

Section 1.2 Property of Company . Any amounts set aside for benefits payable under the Plan are the property of the Company, except, and to the extent, provided in the Trust.

ARTICLE 2.DEFINITIONS, GENDER, AND NUMBER

a.Each Deferral Election Agreement entered into by the Participant pursuant to Section 4.1.1, termed an “Elective Deferral Account;”

b.Each Company Contribution made on the Participant’s behalf pursuant to Section 4.1.2, termed a “Company Contribution Account;”

c.Each deferral of Stock Units made by the Participant under the Plan as in effect prior to January 1, 2005, as described in Section 6.1 herein, termed a “Grandfathered Deferred Stock Unit Account;” and

d.Each deferral of Stock Units made by the Participant under the Plan on or after August 1, 2020, in accordance with Section 6.2 herein, termed a “Non-Grandfathered Deferred Stock Unit Account.”

2.1.3 “Base Salary,” of a Participant for any period, means the Participant’s total salary and wages from all Affiliates for such period, including any amount that would be included in the definition of Base Salary but for the individual’s election to defer some of his or her salary pursuant to the Plan or any other deferred compensation plan established by an Affiliate; but excluding disability pay and any other remuneration paid by Affiliates, such as overtime, incentive compensation, stock options, distributions of compensation previously deferred, restricted stock, allowances for expenses (including moving, travel expenses, and automobile allowances), and fringe benefits whether payable in cash or in a form other than cash. In the case of an individual who is a participant in a plan sponsored by an Affiliate that is described in Section 401(k), 125 or 132(f) of the Code, the term Base Salary shall include any amount that would be included in the definition of Base Salary but for the individual’s election to reduce his or her salary and have the amount of the reduction contributed to or used to purchase benefits under such plan. In the case of a Director, the term “Base Salary” shall mean the Director’s

annual retainer, meeting fees, and any other amounts payable to the Director by the Company and its Affiliates for services performed as a Director, excluding any amounts distributable under the Plan or amounts not paid in cash.

2.1.4 “Beneficiary” or “Beneficiaries” means the persons or trusts designated by a Participant in writing pursuant to Section 5.4.1(b) of the Plan as being entitled to receive any benefit payable under the Plan by reason of the death of a Participant, or, in the absence of such designation, the persons specified in Section 5.4.1(c) of the Plan.

2.1.5 “Board” means the Board of Directors of the Company as constituted at the relevant time.

2.1.8 “Company” means Medtronic, Inc.

2.1.9 “Compensation,” with respect to a Participant, for any period means the sum of such Participant’s Base Salary and Incentive Compensation for such period; provided, however, that no such amount shall be treated as Compensation if it is paid or payable in respect of services to any “non-qualified entity” within the meaning of Section 457A of the Code.

2.1.10 “Deferral Election Agreement” means the agreement described in Section in which the Participant designates the amount of his or her Compensation, if any, that he or she wishes to contribute to the Plan and acknowledges and agrees to the terms of the Plan.

2.1.11 “Director” means a member of the Board who is not an employee of the Company.

2.1.12 “Domestic Relations Order” has the meaning set forth in Section 414(p)(1)(B) of the Code.

2.1.13 “Elective Deferral” means a contribution to the Plan made by a Participant pursuant to a Deferral Election Agreement that the Participant enters into with the Company. Elective Deferrals shall be made according to the terms of the Plan set forth in Section 4.1.1.

2.1.14 “Eligible Employee” means any employee who is a citizen or resident of the United States or Puerto Rico and who is: (a) an Officer or a Vice President of the Company or an Affiliate; (b) an employee of a Participating Affiliate whose Compensation for the Participating Affiliate’s fiscal year ending immediately prior to the date on which he or she first enters into a Deferral Election Agreement equals or exceeds the dollar amount set forth on Schedule A, hereto, which schedule may be revised from time to time by the Company’s Chief Executive

Officer in his or her discretion; or (c) any individual designated as eligible to participate in the Plan by the Company’s Chief Executive Officer. Notwithstanding the preceding sentence, in order for an employee to be an “Eligible Employee,” he or she must be considered to be a member of a select group of management or highly compensated employees, within the meaning of Sections 201(2), 301(3), and 401(a)(1) of ERISA and rules established by the Committee. The Company may make such projections or estimates as it deems desirable in applying the eligibility requirements, and its determination shall be conclusive.

2.1.15 “Enrollment Period” means the period designated by the Company during which a Deferral Election Agreement may be entered into with respect to an Eligible Employee’s Compensation as described in Section 4.1.1. Generally, the Enrollment Period must end no later than the end of the calendar year before the calendar year (or in the case of a Director, the Company’s fiscal year) in which the services giving rise to the Compensation to be deferred are performed. As described in Section 4.1.1, an exception may be made to this requirement for individuals who first become eligible to participate in the Plan, and may be made in the case of Elective Deferrals from certain types of Incentive Compensation considered to be Performance- Based Compensation, as determined by the Committee from time to time. In addition, other exceptions may be made by the Company from time to time consistent with the requirements of Section 409A.

2.1.16 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time and any successor statute. References to an ERISA section shall be deemed to be to that section or to any successor to that section.

2.1.17 “Event” means an event of change in control of the Company, as defined in the Trust.

2.1.18 “Incentive Compensation,” of a Participant for any period, means the total remuneration of the Participant from all Affiliates for the period under the various incentive compensation programs maintained by Affiliates, including, but not limited to, commissions, annual incentive awards, the cash portion of the Medtronic, plc Amended and Restated 2013 Stock Award and Incentive Plan (or any successor thereto) and any amount that would be included in the definition of Incentive Compensation but for the individual’s election to defer some or all of his or her Incentive Compensation pursuant to the Plan or any other deferred compensation plan established by an Affiliate, but excluding any other type of remuneration paid by Affiliates, such as Base Salary, overtime, stock options, distributions of compensation previously deferred, restricted stock, allowances for expenses (including moving expenses, travel expenses, and automobile allowances), and fringe benefits whether payable in cash or in a form other than cash. In the case of an individual who is a participant in a plan sponsored by an Affiliate that is described in Section 401(k), 125 or 132(f) of the Code, the term Incentive Compensation shall include any amount that would be included in the definition of Incentive Compensation but for the individual’s election to reduce his or her Incentive Compensation and have the amount of the reduction contributed to or used to purchase benefits under such plan. The Committee shall designate from time to time those items of a Participant’s Compensation deemed to be Incentive Compensation.

2.1.19 “Officer or Vice President” means an employee who is either elected by the Board or appointed by the Company’s Chief Executive Officer to such position.

2.1.20 “Ordinary Shares” means the Company’s common stock $.10 par value per share (as such par value may be adjusted from time to time).

2.1.21 “Participant” means an individual who is eligible to participate in the Plan and who has satisfied the requirements set forth in Section 3.2.

2.1.22 “Participating Affiliate” or “Participating Affiliates” means the Company and such Affiliates as may be designated by the Chief Executive Officer of the Company, or his designee, from time to time.

2.1.23 “Performance-Based Compensation,” of a Participant for a period, means the Incentive Compensation of the Participant for such period where the amount of, or entitlement to, the Incentive Compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months. Organizational or individual performance criteria are considered pre- established if established in writing by not later than 90 days after the commencement period of service to which the criteria relate, provided that the outcome is substantially uncertain at the time the criteria are established. Performance-based compensation may include payment based on performance criteria that are not approved by the Board or the Compensation Committee of the Board or by the stockholders of the Company. Performance-Based Compensation does not include any amount or portion of any amount that will be paid either regardless of performance, or based upon a level of performance that is substantially certain to be met at the time the criteria are established.

2.1.24 “Plan” means the “Medtronic Capital Accumulation Plan Deferral Program,” as set forth herein and as amended or restated from time to time.

2.1.25 “Plan Year” means the 12-month period commencing each January 1 and ending the following December 31.

2.1.26 Prior Eligible Employee. “Prior Eligible Employee” means (i) any Eligible Employee who incurred a Separation from Service from the Company and who participated in the Plan or any other nonqualified deferred compensation plan maintained by the Company during the two years preceding such Eligible Employee’s re-employment date, and (ii) any Eligible Employee whose Elective Deferral election was cancelled pursuant to the reasons set forth in Section 4.1.1 of the Plan.

2.1.27 “Restatement Date” means January 1, 2017, the effective date of this restatement.

2.1.28 “Retirement,” of a Participant who is an Eligible Employee, means the Participant’s Separation from Service on or after the date on which he or she attains age 55. In the case of a Director, “Retirement” shall mean the Participant’s Separation from Service for any reason.

2.1.29 [Reserved]

2.1.30 “Separation from Service” or “Separate from Service,” with respect to a Participant, means the Participant’s separation from service with all Affiliates, within the meaning of Section 409A(a)(2)(A)(i) of the Code and the regulations under such section. Solely for this purpose, a Participant who is an Eligible Employee will be considered to have a Separation from Service when the Participant dies, retires, or otherwise has a termination of employment with all Affiliates. The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the individual retains a right to reemployment with an Affiliate under an applicable statute or by contract. For purposes hereof, a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for an Affiliate. If the period of leave exceeds six months and the individual does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than six months, where such impairment causes the employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the Company may substitute a 29-month period of absence for such six month.

Notwithstanding anything in Section 2.1.2 to the contrary, in determining whether a Participant has had a Separation from Service with an Affiliate, an entity’s status as an “Affiliate” shall be determined substituting “50 percent” for “80 percent” each place it appears in Section 1563(a)(1), (2), and (3) and in Treasury Regulation Section 1.414(c)-2.

The Company shall have discretion to determine whether a Participant has experienced a Separation from Service in connection with an asset sale transaction entered into by the Company or an Affiliate, provided that such determination conforms to the requirements of Section 409A and the regulations and other guidance issued under such section, in which case the Company’s determination shall be binding on the Participant.

A Director is considered to have a Separation from Service when he or she ceases to perform services as a Director and the Company does not then anticipate that the Director will continue to perform services for any Affiliate. Notwithstanding the foregoing, if a Participant provides services both as a Director and an employee, the services provided as a Director are not taken into account in determining whether the Participant has a Separation from Service as an employee for purposes of the Plan contributions made with respect to services performed as an

employee, and the services provided as an employee are not taken into account for purposes of determining whether the Participant has had a Separation from Service for purposes of Plan contributions made with respect to services performed as a Director.

2.1.31 “Section 409A” means section 409A of the Internal Revenue Code, as amended from time to time and any successor statute.

2.1.32 “Specified Employee” means an employee of an Affiliate who is subject to the six-month delay rule described in Section 409A(2)(B)(i) of the Code. The Company shall establish a written policy for identifying Specified Employees in a manner consistent with Section 409A, which policy may be amended by the Company from time to time as permitted by Section 409A.

2.1.33 “Stock Compensation” means the stock-settled incentive compensation payable pursuant to the Medtronic, plc Amended and Restated 2013 Stock Award and Incentive Plan (or any successor thereto) and any amount that would be included in the definition of Stock Compensation but for the individual’s election to defer some or all of his or her Stock Compensation pursuant to the Plan or any other deferred compensation plan established by an Affiliate, including, without limitation, awards of restricted stock units and performance stock units.

2.1.34 “Stock Deferral Election Agreement” means the agreement described in Section 6.2.1 in which the Participant designates the amount of his or her Stock Compensation, if any, that he or she wishes to contribute to the Plan and acknowledges and agrees to the terms of the Plan. Except as otherwise provided in Section 6.2, a Stock Deferral Election Agreement shall be treated as a Deferral Election Agreement for all Plan purposes.

2.1.35 “Stock Elective Deferral” means a contribution to the Plan made by a Participant pursuant to a Stock Deferral Election Agreement that the Participant enters into with the Company. Stock Elective Deferrals shall be made according to the terms of the Plan set forth in Section 6.2. Except as otherwise provided in Section 6.2, a Stock Elective Deferral shall be treated as an Elective Deferral for all Plan purposes.

2.1.36 “Stock Unit” means a notational unit representing the right to receive one Ordinary Share.

2.1.37 “Trust” means the Medtronic plc Compensation Trust Agreement Number One, as may be amended from time to time.

ARTICLE 3.PARTICIPATION

Section 3.1 Who May Participate. Participation in the Plan is limited to Eligible Employees and, to the extent permitted by the Committee or the Board, Directors.

Section 3.2 Time and Conditions of Participation. An Eligible Employee or Director shall become a Participant only upon his or her compliance with the following terms and such other terms and conditions as the Committee may from time to time establish for the implementation of the Plan, including, but not limited to, any condition the Committee may deem necessary or appropriate for the Company to meet its obligations under the Plan.

3.2.1 A newly hired Eligible Employee who is not a Prior Eligible Employee will be eligible to become a Participant on the thirtieth day after his or her date of hire.

3.2.2 A Prior Eligible Employee will be eligible to become a Participant as of the first day of the calendar year that occurs immediately after the Prior Eligible Employee’s re- employment date or, if applicable, the Elective Deferral cancellation date.

ARTICLE 4.ENTRIES TO ACCOUNT

Section 4.1 Contributions.

4.1.1 Deferrals. A Participant may elect to reduce his or her Compensation for a Plan Year and have the amount of the reduction contributed to the Plan on the Participant’s behalf as an Elective Deferral. A Participant wishing to make an Elective Deferral under the Plan for a Plan Year shall enter into a Deferral Election Agreement during the Enrollment Period immediately preceding the Plan Year, except as described below. A separate Deferral Election Agreement must be entered into for each Plan Year that a Participant wishes to make Elective Deferrals under the Plan. The Committee may require that a Participant enter into a separate Deferral Election Agreement for Base Compensation and Incentive Compensation that he or she wishes to defer and, if the Participant is eligible to receive more than one type of Incentive Compensation, that he or she enter into a separate Deferral Election Agreement for each type of Incentive Compensation he or she is eligible to receive. In order to be effective, the Deferral Election Agreement must be completed and submitted to the Company at the time and in the manner specified by the Committee, which may be no later than the last day of the Enrollment Period. The Company shall not accept Deferral Election Agreements entered into after the end of

the Enrollment Period. Notwithstanding anything in this paragraph to the contrary, in the case of a Director, the Deferral Election Agreement will apply to the Company’s fiscal year that begins in the Plan Year immediately following the Enrollment Period.

When an individual (other than a Prior Eligible Employee) first becomes eligible to participate in the Plan (due to hire, but not promotion), the Committee may, in its discretion, allow the individual to enter into a Deferral Election Agreement within 30 days after he or she first becomes eligible to participate in the Plan. Such Deferral Election Agreement may be filed by such method as may be established by the Committee, including electronically. In order to be effective, the Deferral Election Agreement must be completed and submitted on or before the 30- day period has elapsed. Deferral Election Agreements entered into after the 30-day period has elapsed will not be accepted. The Deferral Election Agreement may only apply to Compensation earned after the date on which the Deferral Election is filed, consistent with Section 409A of the Code.

If the eligible individual fails to complete a Deferral Election Agreement by such time, he or she may enter into a Deferral Election Agreement during any succeeding Enrollment Period in accordance with the rules described in the preceding paragraph. For Compensation that is earned based upon a specified performance period (for example an annual bonus) where a Deferral Election Agreement is entered into in the first year of eligibility but after the beginning of the performance period, the Deferral Election Agreement must apply to Compensation paid for services performed after the Deferral Election Agreement is entered into. For this purpose, a Deferral Election Agreement will be deemed to apply to Compensation paid for services performed after the Deferral Election Agreement is entered into if the Deferral Election Agreement applies to no more than an amount equal to the total amount of the Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the Deferral Election Agreement is entered into over the total number of days in the performance period. The term “Plan,” for purposes of this paragraph, means the Plan and any other plan required to be aggregated with the Plan pursuant to Section 409A and the regulations and other guidance under such section.

Except as otherwise specified in this Section 4.1.1, a Deferral Election Agreement will be effective to defer Compensation earned after the Deferral Election Agreement is entered into, and not before.

Deferral Election Agreements for Base Salary and Incentive Compensation other than Performance-Based Compensation must be completed and submitted to the Company at the time described above that is ordinarily applicable to Deferral Election Agreements (subject to the exception for individuals who are newly eligible to participate). Deferral Election Agreements for Incentive Compensation that is Performance-Based Compensation must be completed and submitted to the Company no later than six months before the end of the performance period for the Incentive Compensation; provided, however, that in order for such an election to be valid the Participant must perform services continuously from the beginning of the performance period (or the date the performance criteria are established, if later) through the date the Deferral Election Agreement is entered into, and provided, further, that in no event may a Deferral Election Agreement be effective to defer Incentive Compensation after the Incentive Compensation has

become reasonably ascertainable. For purposes hereof, if Incentive Compensation is a specific or calculable amount, the Incentive Compensation is readily ascertainable if and when the amount is first substantially certain to be paid. If the Incentive Compensation is not a specific or calculable amount (for example, the amount may vary based upon the level of performance) the Incentive Compensation, or any portion thereof, is readily ascertainable when the amount is both calculable and substantially certain to be paid. Accordingly, in general, any minimum amount that is both calculable and substantially certain to be paid will be treated as readily ascertainable. The Committee shall determine from time to time whether an item of Incentive Compensation is considered Performance-Based Compensation for these purposes.

Each Deferral Election Agreement shall specify the amount of Compensation the Participant wishes to have deducted from his or her Compensation and contributed to the Plan by type and percentage or dollar amount, subject to the following rules:

a.Base Compensation. Each Participant may elect to make an Elective Deferral under the Plan for each Plan Year in an amount equal to any whole percentage or dollar amount not in excess of 50% of his or her Base Compensation (determined on a pay period basis).

b.Incentive Compensation. Each Participant may elect to make an Elective Deferral under the Plan for each Plan Year in an amount equal to any whole percentage or dollar amount not in excess of 80% of his or her Incentive Compensation.

c.Minimum Elective Deferral. The Committee may from time to time establish a minimum amount that may be deferred by a Participant pursuant to this Section 4.1.1 for any Plan Year. That minimum may be zero for certain categories of Eligible Employees with respect to certain types of Compensation.

The Company shall establish an Elective Deferral Account for each Elective Deferral Agreement entered into by a Participant, and if more than one type of Compensation is deferred under a Deferral Election Agreement, for each separate type of Compensation deferred. Elective Deferrals made under the Elective Deferral Agreement shall be credited to the Account as soon as administratively reasonable after the Compensation would have been paid to the Participant had the Participant not elected to defer it under the Plan.

In general, a Deferral Election Agreement shall become irrevocable as of the last day of the Enrollment Period applicable to it. However, if a Participant incurs an “unforeseeable emergency,” as defined in Section 5.4.5(g) after the Deferral Election Agreement otherwise becomes irrevocable, the Deferral Election Agreement shall be cancelled as of the date on which the Participant is determined to have incurred the unforeseeable emergency and no further Elective Deferrals will be made under it. In addition, if a Participant becomes “disabled” (as defined below), the Company may, in its discretion, cancel the Participant’s Deferral Election Agreement then in effect, provided that such cancellation is made no later than end of the Plan Year, or if later, the 15th day of the third month following the date on which the Participant becomes disabled, and provided, further that the Company does not allow the Participant a direct or indirect election regarding the cancellation. For purposes of the preceding sentence,

“disability” means any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months.

At the time a Participant enters into a Deferral Election Agreement, the Participant shall, as part of such agreement, elect the time, and if applicable the form, of distribution of the Elective Deferral Account or Accounts corresponding to the Deferral Election Agreement in accordance with Section 5.1.

Notwithstanding any other provision of the Plan, no amount may be deferred under the Plan if such deferral would violate the provisions of Section 457A of the Code by virtue of being paid or payable in respect of services to any “non-qualified entity” within the meaning of Section 457A of the Code.

4.1.2 Company Contributions. The Company may make a contribution to an Account under the Plan on behalf of one or more Eligible Employees or Directors in such amount and at such time and based upon such criteria as the Company, in its sole and absolute discretion, deems appropriate or desirable. The Company shall establish a separate Company Contribution Account for each Participant for each contribution made by the Company on the Participant’s behalf pursuant to this Section 4.1.2. The Company Contribution shall be credited to this Account at the time and in the manner specified by the Committee. At the time a Company Contributions Account is established, the Company shall specify the time and manner in which it will be distributed to the Participant.

Section 4.2 Crediting Rate. The Committee shall designate the manner in which a Participant’s Elective Deferral Accounts and Company Contribution Accounts are to be credited with gains and losses as described on Schedule B hereto, which Schedule may be amended from time to time in the Committee’s discretion. If the Committee designates specific investment funds to serve as an index for crediting gains and losses to such Accounts: (a) the Participant shall be entitled to designate which such fund or funds shall be used to measure gains and losses on such Accounts and to change such designation in accordance with rules established by the Committee (in which case, such change shall be effective prospectively); (b) the Accounts will be credited with gains and losses as if invested in such fund or funds in accordance with the Participant’s designation and the rules established by the Committee; and (c) the Committee may, in its sole discretion, eliminate any investment fund or funds previously designated by it, substitute a new investment fund or funds therefore, or add an investment fund or funds, at any time. If the Committee makes any such investment funds available for this purpose, the Company shall have no obligation to actually invest any amounts in any such investment funds.

Section 4.3 Vesting. Each Elective Deferral Account will be fully vested immediately. Each Company Contribution Account will vest in the manner specified by the Company at the time the Company Contribution Account is established.

ARTICLE 5.DISTRIBUTION OF ACCOUNTS

Section 5.1 Distribution of Elective Deferrals Accounts.

5.1.1 Time of Distribution. A Participant shall be entitled to elect whether distribution of an Elective Deferral Account shall begin at: (a) a specified future date, which must be at least five years after the first day of the Plan Year (or in the case of a Director, the first day of the Company’s fiscal year, and in the case of a deferral of Performance-Based Compensation, the first day of the last year of a performance cycle) to which the Deferral Election Agreement applies; or (b) the Participant’s Retirement. If the Participant elects to have distribution commence at a specified future date, the distribution commencement date must be specified in his or her Deferral Election Agreement in which case distribution will commence to the Participant no later than the end of the Plan Year, or if later, the 15th day of the third calendar month, following the specified date. If the Participant elects to have distributions commence at his or her Retirement, distribution will commence to the Participant within 90 days after his or her Retirement. If the Participant does not specify the distribution commencement date of an Elective Deferral Account, the Participant will be deemed to have elected to have distribution of the Elective Deferral Account commence at his or her Retirement.

5.1.2 Form of Distribution. If a Participant elects to have distribution of an Elective Deferral Account commence at a specified date, the Elective Deferral Account will be distributed to the Participant in a lump sum. If the Participant elects to have distribution of an Elective Deferral Account commence at Retirement, the Participant shall elect the form of distribution from those specified below:

a.lump sum; or

b.monthly installments over five, ten or 15 years.

Section 5.2 Distribution of Company Contribution Account

. Distribution to a Participant of a Company Contribution Account shall be made at the time and in the manner specified by the Company at the time the Participant first has a legally binding right to the amounts credited to the Account, subject to Sections 5.3 and 5.4.

Section 5.3 Subsequent Election to Change Payment Terms

. On or after January 1, 2017, a Participant may modify a Deferral Election Agreement, and the distribution terms specified by the Company with respect to a Company Contribution Account, to postpone the distribution commencement date of the Account to a later date and, in the case of an Account whose distribution is scheduled to commence at Retirement, change the form of distribution to another form permitted under Section 5.1.2 up to two times per Account source as determined by the Committee. In order to be effective, the requested modification must: (a) be in writing and be submitted to the Company at the time and in the manner specified by the Committee; (b) not take effect for at least 12 months from the date on which it is submitted to the Company; (c) in the case of an Account whose distribution is scheduled to commence at a specified date pursuant to clause (a) of Section 5.1.1, be submitted to the Company at least 12 months prior to the specified date; and (d) specify a new distribution commencement date that is no earlier than five years after the date distribution would otherwise have commenced. For purposes hereof, if the “specified date” referred to in clause (a) of Section 5.1.1 is a Plan Year

rather than a specified date within a Plan Year, the “specified date” shall be deemed to be the first day of the Plan Year.

Section 5.4 Exception to Payment Terms. Notwithstanding anything in this Article 5 or a Participant’s Deferral Election Agreement to the contrary, the following terms, if applicable, shall apply to the payment of a Participant’s Elective Deferral Accounts and Company Contribution Accounts.

5.4.1 Death.

a.Time and Form of Payment. In the event a Participant dies while there are amounts remaining in an Account, the Account (or the remaining balance of the Account if distributions have commenced) shall be paid to the Participant’s Beneficiary in a lump sum within 90 days after the Participant’s death.

b.Designation by Participant. Each Participant has the right to designate primary and contingent Beneficiaries for death benefits payable under the Plan. Such Beneficiaries may be individuals or trusts for the benefit of individuals. A Beneficiary designation by a Participant shall be in writing on a form acceptable to the Committee and shall only be effective upon delivery to the Company. A Beneficiary designation may be revoked by a Participant at any time by delivering to the Company either written notice of revocation or a new Beneficiary designation form. The Beneficiary designation form last delivered to the Company prior to the death of a Participant shall control.

c.Failure to Designate Beneficiary. In the event there is no Beneficiary designation on file with the Company at the Participant’s death, or if all Beneficiaries designated by a Participant have predeceased the Participant, any benefits payable pursuant to this Section 5.4.1 will be paid to the Participant’s surviving spouse, if living; or if the Participant does not leave a surviving spouse, to the Participant’s children, if any, in equal shares, except that if any of the children predecease the Participant but leave issue surviving the Participant, such issue shall take by right of representation, the share their parent would have taken if living; for purposes of this provision, “children” shall not include stepchildren unless such stepchildren have been legally adopted by the Participant; or, if there are no such surviving issue, to the Participant’s estate.

5.4.2 Separation from Service. If a Participant has a Separation from Service other than due to Retirement or death, the Participant shall receive the balance in each of his or her Accounts in the form of monthly installments over a five-year period, regardless of any payment election the Participant may have made under the Plan. Payments pursuant to this Section 5.4.2 shall commence within 90 days after the Participant’s Separation from Service.

5.4.3 Small Account Balances. If at any time the present value of any benefit under the Plan that would be considered a “single plan” under Treasury Regulation Section 1.409A-1(c)(2) together with the present value of any benefit required to be aggregated with such benefit under Treasury Regulation Section 1.409A-1(c)(2), is less than the dollar limit set forth in Section

402(g) of the Code, the Company may, in its discretion, distribute such benefit (or benefits) to the Participant in the form of a lump sum, provided that the payment results in the liquidation of the entirety of the Participant’s interest under the “single plan,” including all benefits required to be aggregated as part of the “single plan” under Treasury Regulation Section 1.409A-1(c)(2).

5.4.4 Delay in Distributions.

a.Except as set forth in Section 5.4.5, if a Participant is a Specified Employee as of the date of his or her Separation from Service, any distributions that under the terms of the Plan are to commence to the Participant on his or her Separation from Service (“separation distributions”) shall commence within 90 days after the Participant’s “delayed distribution date” (as defined below). In this case, the Company shall, in its discretion, determine whether the first separation distribution to the Participant shall include the aggregate amount of any separation distributions that, but for this paragraph (a), would have been paid to the Participant from the date of his or her Separation from Service until the delayed distribution date, or whether each separation distribution shall be delayed for six months. For purposes of this paragraph (a), a Specified Employee’s “delayed distribution date” is the first day of the seventh month following the Participant’s Separation from Service, or if earlier, the date of the Participant’s death.

b.A payment under the Plan may be delayed by the Company under any of the following circumstances so long as all payments to similarly situated Participants are treated on a reasonably consistent basis:

i.The Company reasonably anticipates that if such payment were made as scheduled, the Company’s deduction with respect to such payment would not be permitted under Section 162(m) of the Code, provided that the payment is made either during the first Plan Year in which the Company reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year, the deduction of such payment will not be barred by application of Section 162(m) or during the period beginning with the date of the Participant’s Separation from Service and ending on the later of the last day of the Company’s fiscal year in which the Participant has a Separation from Service or the 15th day of the third month following the Separation from Service.

ii.The Company reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law, provided that the payment is made at the earliest date at which the Company reasonably anticipates that the making of the payment will not cause such violation.

iii.Upon such other events as determined by the Company and according to such terms as are consistent with Section 409A or are prescribed by the Commissioner of Internal Revenue.

5.4.5 Acceleration of Distributions. The Company may, in its discretion, distribute all or a portion of a Participant’s Accounts at an earlier time and in a different form than specified above in this Article 5 under the circumstances described below:

a.As may be necessary to fulfill a Domestic Relations Order. Distributions pursuant to a Domestic Relations Order shall be made according to administrative procedures established by the Company.

b.To the extent reasonably necessary to avoid the violation of ethics laws or conflict of interest laws pursuant to Section 1.409A-3(j)(ii) of the Treasury regulations.

c.To pay FICA on amounts deferred under the Plan and the income tax resulting from such payment.

d.To pay the amount required to be included in income as a result of the Plan’s failure to comply with Section 409A.

e.If the Company determines, in its discretion, that it is advisable to liquidate the Plan in connection with a termination of the Plan pursuant to Section 10.2, subject to Article 7.

f.As satisfaction of a debt of the Participant to an Affiliate, where such debt is incurred in the ordinary course of the service relationship between the Affiliate and the Participant, the entire amount of the reduction in any Plan Year does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

g.If the Participant has an unforeseeable emergency. For these purposes an “unforeseeable emergency” is a severe financial hardship to the Participant, resulting from an illness or accident of the Participant, the Participant’s spouse, the Beneficiary, or the Participant’s dependent (as defined in Section 152, without regard to Section 152(b)(1), (b)(2), and (d)(1)(B) of the Code); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. For example, the imminent foreclosure of or eviction from the Participant’s primary residence may constitute an unforeseeable emergency. In addition, the need to pay for medical expenses, including non-refundable deductibles, as well as for the cost of prescription drug medication, may constitute an unforeseeable emergency. Finally, the need to pay for funeral expenses of a spouse, Beneficiary, or a dependent (as defined in Section 152, without regard to 152(b)(1), (b)(2), and (d)(1)(B) of the Code) may also constitute an unforeseeable emergency. Except as otherwise provided in this paragraph (g), the purchase of a home and the payment of college tuition are not unforeseeable emergencies. Whether a Participant or Beneficiary is faced with an unforeseeable emergency permitting a distribution under this paragraph (g) is to be determined based on the relevant facts and circumstances of each

case, but, in any case a distribution on account of an unforeseeable emergency may not be made to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of Elective Deferrals. Distributions because of an unforeseeable emergency must be limited to the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any Federal, state, local, or foreign income taxes or penalties reasonably anticipated to result from the distribution). A determination of the amounts reasonably necessary to satisfy the emergency need must take into account any additional compensation that is available due to cancellation of the Participant’s Deferral Election Agreement pursuant to Section 4.1.1 as a result of this paragraph (g).

Notwithstanding anything in this Section 5.4.5 to the contrary, except for a Participant’s election to request a distribution due to an unforeseeable emergency under paragraph (g), above (which the Participant, in his or her discretion, may elect to make or not make), the Company shall not provide the Participant with discretion or a direct or indirect election regarding whether a payment is accelerated pursuant to this Section 5.4.5.

Section 5.5 Determination of Amount of Installment Payment. An Account to be distributed in the form of installments will be credited with gains and losses pursuant to Section 4.2 during the payout period. The dollar amount of each installment payment will be determined as follows. For the first Plan Year in which installment payments are to be made, the Account balance will be determined as of the distribution commencement date (taking into account any Elective Deferrals, vested Company contributions and gains and losses credited to the Account pursuant to Section 4.2 as of such date). For this year, the amount of each installment payment will be determined by dividing the Account balance, as so determined, by the total number of months that installment payments are required to be made to exhaust the Account. For each Plan Year thereafter, the dollar amount of each installment payment to be paid during the Plan Year will be determined once during the year, at the beginning of the Plan Year (the “Valuation Date”), by dividing the Account balance, determined as of the Valuation Date (taking into account gains and losses credited to the Account pursuant to Section 4.2 and payments that have been made from the Account as of such Valuation Date), by the total number of months remaining, determined as of such Valuation Date, that installment payments are required to be made to exhaust the Account.

ARTICLE 6.SPECIAL RULES FOR DEFERRED STOCK UNIT ACCOUNTS

Section 6.1 Grandfathered Stock Unit Deferrals. Article 5 of the Plan, as in effect prior to January 1, 2005, permitted certain Participants to defer the gain they otherwise would have realized on the exercise of stock options granted to them by Medtronic and to convert that gain to the right to receive stock (now Ordinary Shares) at a future date, expressed in terms of Stock Units. Each deferral of Stock Units by a Participant was credited to a separate Deferred Stock Unit Account maintained by Medtronic on the Participant’s behalf under the Plan, which Account is credited with dividend equivalents in the manner determined by the Committee and distributed to the Participant at the time and manner elected by the Participant, subject to the terms of the Plan. Effective December 31, 2004, all deferrals of stock option gains ceased and no

new Deferred Stock Unit Accounts were permitted to be established under the Plan. The Company shall continue to maintain and administer the Deferred Stock Unit Accounts established prior to January 1, 2005, according to Article 5 of the Plan as in effect immediately prior to January 1, 2005. The Deferred Stock Unit Accounts shall be treated as grandfathered under, and therefore not subject to, Section 409A of the Code.

Section 6.2

6.2.1 Non-Grandfathered Stock Unit Deferrals. A Participant may elect to reduce his or her Stock Compensation for a Plan Year and have the amount of the reduction contributed to the Plan and credited as Stock Units in one or more Non-Grandfathered Deferred Stock Unit Accounts. A Participant wishing to defer his or her Stock Compensation under the Plan for a Plan Year shall enter into a Stock Deferral Election Agreement. A separate Stock Deferral Election Agreement must be entered into for each Plan Year that a Participant wishes to defer his or her Stock Compensation under the Plan. In order to be effective, the Stock Deferral Election Agreement must be completed and submitted to the Company at the time and in the manner specified by the Committee. For the avoidance of doubt, with respect to Stock Deferral Election Agreements and Stock Elective Deferrals, the terms of Section 6.2 shall supersede the provisions of the Plan to the extent such provisions are inconsistent with the terms of Section 6.2.

6.2.2 Stock Deferral Election. Each Stock Deferral Election Agreement shall specify the amount of Stock Compensation the Participant wishes to have deducted from his or her Stock Compensation and contributed to the Plan by percentage. Each Participant may elect to make a Stock Elective Deferral under the Plan for each Plan Year in an amount equal to any whole percentage equal to not less than 5% and not in excess of 80% of his or her Stock Compensation.

6.2.3 Crediting. Each deferral of Stock Compensation shall be credited as Stock Units to a Non-Grandfathered Deferred Stock Unit Account.

6.2.4 Vesting. The Stock Units credited to each Non-Grandfathered Deferred Stock Unit Account will vest in accordance with the terms and conditions of the Medtronic, plc Amended and Restated 2013 Stock Award and Incentive Plan (or any successor thereto) and the written award agreement pursuant to which the underlying Stock Compensation was issued to the Participant.

6.2.5 Distribution. A Participant shall be entitled to elect whether distribution of a Non-Grandfathered Deferred Stock Unit Account shall be made as follows: (a) in a lump sum upon the Participant’s Separation from Service (or, if later, the vesting date applicable to the underlying Stock Compensation); (b) in five (5) substantially equal installments over the five (5) year period following the Participant’s Separation from Service (or, if later, the vesting date applicable to the underlying Stock Compensation) or (c) in ten (10) substantially equal installments over the ten (10) year period following the Participant’s Separation from Service (or, if later, the vesting date applicable to the underlying Stock Compensation).

ARTICLE 7.CHANGE IN CONTROL PROVISIONS

Section 7.1 Application of Article 7. To the extent applicable, the provisions of this Article 7 relating to an Event of change in control of the Company shall control, notwithstanding

any other provision of the Plan to the contrary, and shall supersede any other provision of the Plan to the extent inconsistent with the provisions of this Article 7.

Section 7.2 Payments to and by the Trust. Pursuant to the terms of the Trust, the Company is required to make certain payments to the Trust if an Event occurs or if the Company determines that it is probable that an Event may occur. The obligation of the Company to make such payments shall be considered an obligation under the Plan; provided, however, that such obligation shall at all times be and remain subject to the terms of the Trust as in effect from time to time.

Section 7.3 Legal Fees and Expenses. The Company shall reimburse a Participant or his or her Beneficiary for all reasonable legal fees and expenses incurred by such Participant or Beneficiary after the date of an Event in seeking to obtain any right or benefit provided by the Plan; provided, however, that: (a) any such reimbursement shall be made during a period not to exceed 20 years following the date of the Event; (b) the amount eligible for reimbursement during a taxable year of the Participant or Beneficiary shall not affect the amount eligible for reimbursement in any other taxable year; (c) the reimbursement is made on or before the last day of the Participant’s or Beneficiary’s taxable year following the taxable year in which the legal fees and expenses are incurred; and (d) the right to reimbursement is not subject to liquidation or exchange for another benefit.

Section 7.4 Late Payment and Additional Payment Provisions. If, after the date of an Event, the Company delays a payment required to be made under the Plan past the final date that the payment was due to be made, the amount of each such delayed payment shall be credited with interest at the rate of five percent per year, compounded quarterly, from the date on which the distribution was required to be made under the terms of the Plan until the actual date of the distribution. In the event that this interest is to be credited for some period less than a full calendar quarter, the interest shall be determined and compounded for the fractional quarter. This interest represents a late payment penalty for the delay in payment and is intended to supplement any other interest or gains credited to a Participant’s Account under the Plan.

Participants and their Beneficiaries shall be entitled to benefit payments under the Plan plus the late payment penalty referred to hereinabove first from the Trust and secondarily from the Company, as otherwise provided in Section 7.2.

ARTICLE 8.FUNDING

Section 8.1 Source of Benefits. All benefits under the Plan shall be paid when due by the Company out of its assets or from the Trust.

Section 8.2 No Claim on Specific Assets. No Participant shall be deemed to have, by virtue of being a Participant in the Plan, any claim on any specific assets of the Company such that the Participant would be subject to income taxation on his or her benefits under the Plan prior to distribution and the rights of Participants and Beneficiaries to benefits to which they are otherwise entitled under the Plan shall be those of an unsecured general creditor of the Company.

ARTICLE 9.ADMINISTRATION

Section 9.1 Administration. The Plan shall be administered by the Committee. The Company shall bear all administrative costs of the Plan other than those specifically charged to a Participant or Beneficiary.

Section 9.2 Powers of Committee. In addition to the other powers granted under the Plan, the Committee shall have all powers necessary to administer the Plan, including, without limitation, powers to:

a.interpret the provisions of the Plan;

b.establish and revise the method of accounting for the Plan and to maintain the Accounts; and

c.establish rules for the administration of the Plan and to prescribe any forms required to administer the Plan.

Section 9.3 Actions of the Committee. Except as modified by the Board, the Committee (including any person or entity to whom the Committee has delegated duties, responsibilities or authority, to the extent of such delegation) has total and complete discretionary authority to determine conclusively for all parties all questions arising in the administration of the Plan, to interpret and construe the terms of the Plan, and to determine all questions of eligibility and status of employees, Participants and Beneficiaries under the Plan and their respective interests. Subject to the claims procedures of Section 9.6, all determinations, interpretations, rules and decisions of the Committee (including those made or established by any person or entity to whom the Committee has delegated duties, responsibilities or authority, if made or established pursuant to such delegation) are conclusive and binding upon all persons having or claiming to have any interest or right under the Plan.

Section 9.4 Delegation. The Committee, or any officer designated by the Committee, shall have the power to delegate specific duties and responsibilities to officers or other

employees of the Company or other individuals or entities. Any delegation may be rescinded by the Committee at any time. Each person or entity to which a duty or responsibility has been delegated shall be responsible for the exercise of such duty or responsibility and shall not be responsible for any act or failure to act of any other person or entity.

Section 9.5 Reports and Records. The Committee, and those to whom the Committee has delegated duties under the Plan, shall keep records of all their proceedings and actions and shall maintain books of account, records, and other data as shall be necessary for the proper administration of the Plan and for compliance with applicable law.

Section 9.6 Claims Procedure. The Committee shall notify a Participant in writing within 90 days of the Participant’s written application for benefits of his or her eligibility or non- eligibility for benefits under the Plan. If the Committee determines that a Participant is not eligible for benefits or full benefits, the notice shall set forth: (a) the specific reasons for such denial; (b) a specific reference to the provision of the Plan on which the denial is based; (c) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed; and (d) an explanation of the Plan’s claims review procedure and other appropriate information as to the steps to be taken if the Participant wishes to have his or her claim reviewed. If the Committee determines that there are special circumstances requiring additional time to make a decision, the Committee shall notify the Participant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90-day period. If a Participant is determined by the Committee to be not eligible for benefits, or if the Participant believes that he or she is entitled to greater or different benefits, the Participant shall have the opportunity to have his or her claim reviewed by the Committee by filing a petition for review with the Committee within 60 days after receipt by the Participant of the notice issued by the Committee. If a Participant does not appeal on time, the Participant will lose the right to appeal the denial and the right to file suit under ERISA, and the Participant will have failed to exhaust the Plan’s internal administrative appeal process, which is generally a prerequisite to bringing suit. Said petition shall state the specific reasons the Participant believes he or she is entitled to benefits or greater or different benefits. Within 60 days after receipt by the Committee of said petition, the Committee shall afford the Participant (and his or her counsel, if any) an opportunity to present the Participant’s position to the Committee orally or in writing, and the Participant (or his or her counsel) shall have the right to review the pertinent documents, and the Committee shall notify the Participant of its decision in writing within said 60-day period, stating specifically the basis of the decision written in a manner calculated to be understood by the Participant and the specific provisions of the Plan on which the decision is based. If, because of the need for a hearing, the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Committee, but notice of this deferral shall be given to the Participant. In the event an appeal of a denial of a claim for benefits is denied, any lawsuit to challenge the denial of such claim must be brought within one year of the date the Committee has rendered a final decision on the appeal.

ARTICLE 10.AMENDMENTS AND TERMINATION

Section 10.1 Amendments. The Company, by action of the Compensation Committee of the Board, or the Chief Executive Officer or the Chief Human Resources Officer of the Company, to the extent authorized by the Compensation Committee of the Board, may amend the Plan, in whole or in part, at any time and from time to time. Any such amendment shall be filed with the Plan documents. No amendment, however, may be effective to reduce a Participant’s vested Account balances immediately before the date of such amendment, except that the Company may change investment funds pursuant to Section 4.2.

Section 10.2 Termination. The Company reserves the right to terminate the Plan at any time by action of the Compensation Committee of the Board. Upon termination of the Plan, all Elective Deferrals and Company contributions will cease and no future Elective Deferrals or Company contributions will be made. Termination of the Plan shall not operate to eliminate or reduce a Participant’s vested Account balances.

If the Plan is terminated, payments from the Accounts of all Participants and Beneficiaries shall be made at the time and in the manner specified in Articles 5 and 6, except as otherwise determined by the Company at the time of termination, subject to Article 7 and to the requirements of Section 409A.

ARTICLE 11.MISCELLANEOUS

Section 11.1 No Guarantee of Employment or Contract to Perform Services. Neither the adoption and maintenance of the Plan nor the execution by the Company of a Deferral Election Agreement with any Participant shall be deemed to be a contract of employment or for the performance of services between an Affiliate and any Participant. Nothing contained herein shall give any Participant the right to be retained in the employ of an Affiliate or to perform services for an Affiliate, or to interfere with the right of an Affiliate to discharge any Participant at any time; nor shall it give an Affiliate the right to require any Participant to remain in its employ or to perform services for it or to interfere with the Participant’s right to terminate his or her employment or performance of services at any time.

Section 11.2 Release. Any payment of benefits to or for the benefit of a Participant or a Participant’s Beneficiary that is made in good faith by the Company in accordance with the Company’s interpretation of its obligations under the Plan shall be in full satisfaction of all claims against the Company for benefits under the Plan to the extent of such payment.

Section 11.3 Notices. Any notice permitted or required under the Plan shall be in writing and shall be hand-delivered or sent, postage prepaid, by first class mail, or by certified or registered mail with return receipt requested, to the principal office of the Company, if to the Company, or to the address last shown on the records of the Company, if to a Participant or Beneficiary. Any such notice shall be effective as of the date of hand-delivery or mailing.

Section 11.4 Nonalienation. No benefit payable at any time under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, levy, attachment, or encumbrance of any kind by any Participant or Beneficiary, except with respect to a Domestic Relations Order.

Section 11.5 Withholding. The Company may withhold from any payment of benefits or other compensation payable to a Participant or Beneficiary, or the Company may direct the trustee of the Trust to withhold from any payment of benefits to a Participant or Beneficiary, such amounts as the Company determines are reasonably necessary to pay any taxes or other amounts required to be withheld under applicable law.

Section 11.6 Captions. Article and section headings and captions are provided for purposes of reference and convenience only and shall not be relied upon in any way to construe, define, modify, limit, or extend the scope of any provision of the Plan.

Section 11.7 Applicable Law. The Plan and all rights under the Plan shall be governed by and construed according to the laws of the State of Minnesota, except to the extent such laws are preempted by the laws of the United States of America.

Section 11.8 Invalidity of Certain Provisions. If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the Plan and the Plan shall be construed and enforced as if such provision had not been included. The Plan is intended to comply in form and operation with Sections 409A and 457A of the Code, and shall be construed accordingly. If any provision of the Plan does not conform to the requirements of Sections 409A and 457A of the Code, the Plan shall be construed and enforced as if such provision had not been included.

Section 11.9 No Other Agreements. The terms and conditions set forth herein constitute the entire understanding of the Company and the Participants with respect to the matters addressed herein.

Section 11.10 Incapacity. In the event that any Participant is unable to care for his or her affairs because of illness or accident, any payment due may be paid to the Participant’s spouse, parent, brother, sister or other person deemed by the Committee to have incurred expenses for the care of such Participant, unless a duly qualified guardian or other legal representative has been appointed.

Section 11.11 Electronic Media. Notwithstanding anything in the Plan to the contrary, but subject to the requirements of ERISA, the Code, or other applicable law, any action or communication otherwise required to be taken or made in writing by a Participant or Beneficiary or by the Company or Committee shall be effective if accomplished by another method or methods required or made available by the Company or Committee, or their agent, with respect to that action or communication, including e-mail, telephone response systems, intranet systems, or the Internet.

Section 11.12 USERRA Compliance. The Participant and Company deferral and payment election requirements set forth in the Plan are deemed met to the extent a deferral election or payment election is provided to satisfy the requirements of the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended.

SCHEDULE A

Minimum Compensation Level of Employees Considered to be

“Eligible Employees” Under the Plan

The minimum compensation level is the annual limit on compensation that can be taken into account for purposes of qualified retirement plans under Section 401(a)(17) of the Internal Revenue Code (as may be adjusted from time to time for cost of living pursuant to Section 401(a)(17)(B) of the Internal Revenue Code).

SCHEDULE B

Manner of Crediting Gains and Losses to Elective Deferral Accounts and

Company Contribution Accounts Pursuant to Section 4.2

The Accounts of all Participants shall be credited with gains and losses as if invested in one or more of the investments funds listed below that are selected by the Company and communicated to the Participants from time to time, in the proportions designated by a Participant on an investment election form submitted to the Company by the Participant. The investment election form shall be submitted to the Company in the form and manner specified by the Committee, which may be electronically pursuant to Section 11.11. Until and unless changed by the Committee, Participants shall be permitted to change investment elections, generally, on a daily basis.

Medtronic Interest Income Fund

Vanguard Total Bond Market Index Fund

Vanguard Wellington Fund

Vanguard 500 Index Fund

Vanguard Windsor II Fund

Vanguard U.S. Growth Fund

Vanguard PRIMECAP Fund

Vanguard Extended Market Index Fund

Vanguard Explorer Fund

Vanguard International Growth Fund

Medtronic plc Stock Fund

Notwithstanding anything in this Schedule B to the contrary, the Accounts of Participants who have commenced distributions prior to January 1, 2006, shall continue to be credited with interest in the manner set forth in the Plan, as in effective prior to the Restatement Date.

B-1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, Geoffrey S. Martha, 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.


December 3, 2020			/s/ Geoffrey S. Martha
			Geoffrey S. Martha
			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;

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.


December 3, 2020			/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 October 30, 2020, 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.


December 3, 2020			/s/ Geoffrey S. Martha
			Geoffrey S. Martha
			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 October 30, 2020, 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.


December 3, 2020			/s/ Karen L. Parkhill
			Karen L. Parkhill
			Executive Vice President and
			Chief Financial Officer