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Medtronic plc

For the period ended Oct 17, 2024. Filed Aug 9, 2024.

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Oct 17, 2024 · Filed Aug 9, 2024

MDT$101.80-2.9%Stored close · as of Nov 6, 2026
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APPENDIX A

Appendix A – Financial and Non-GAAP Reconciliations

Non-GAAP Financial Measures

This proxy statement contains financial measures, including adjusted diluted EPS, free cash flow, and organic revenue, which are considered “non-GAAP” financial measures under applicable SEC rules and regulations. References to annual figures increasing, decreasing or remaining flat are in comparison to fiscal year 2023.

Medtronic management believes that non-GAAP financial measures provide information useful to investors in understanding the company’s underlying operational performance and trends and to facilitate comparisons with the performance of other companies in the med tech industry. Non-GAAP diluted EPS exclude the impact of amortization of intangible assets and 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). Medtronic generally uses non-GAAP financial measures to facilitate management’s review of the operational performance of the company and as a basis for strategic planning. Non-GAAP financial measures should be considered supplemental to and not a substitute for financial information prepared in accordance with U.S. generally accepted accounting principles (GAAP), and investors are cautioned that Medtronic may calculate non-GAAP financial measures in a way that is different from other companies. Management strongly encourages investors to review the company’s consolidated financial statements and publicly filed reports in their entirety.

MEDTRONIC I 2024 Proxy Statement A-1

WORLD WIDE REVENUE(1)

(in millions)Fiscal Year2024Fiscal Year2023Growth
Total reported revenue$32,364$31,2273.6%
Currency impact (2)(369)(338)(0.1)
Constant currency revenue (2)$31,995$30,8893.6%
Total reported revenue$32,364$31,2273.6%
Organic adjustments (3)(154)(623)1.6
Organic revenue (3)$32,210$30,6045.2%

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

(2)The Annual Incentive Plan utilizes revenue based on annual operating plan foreign exchange rates not actual foreign exchange rates. These adjustments are allowed under the plan.

(3)Organic revenue represents fiscal year 2024 revenue in comparison to fiscal year 2023 revenue at constant currencies and adjusted for significant acquisitions, divestitures, and a one-time payment in fiscal year 2023 relating to an intellectual property agreement. The currency impact to revenue measures the change in revenue between current and prior year periods using constant exchange rates.

MEDTRONIC I 2024 Proxy Statement A-2

GAAP TO NON-GAAP RECONCILIATIONS(1)

(in millions, except per share data)Fiscal Year 2024
GAAP Diluted EPS$2.76
Non-GAAP Adjustments:
Amortization of intangible assets1.08
Restructuring and associated costs (2)0.24
Acquisition and divestiture-related items (3)0.50
Certain litigation charges, net0.09
(Gain)/loss on minority investments (4)0.23
Medical device regulations (5)0.07
Certain tax adjustments, net (6)0.22
Non-GAAP Diluted EPS$5.20
Adjustment as contemplated under the Annual Incentive Plan (7)(0.20)
Diluted EPS for Annual Incentive Plan$5.00

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

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

(3)The charges predominantly include $439 million of charges related to the February 20, 2024 decision to exit the Company's ventilator product line, which primarily includes long-lived intangible asset impairments and inventory write-downs. In addition, other charges primarily consist of changes in fair value of contingent consideration and associated costs related to the previously contemplated separation of the Patient Monitoring & Respiratory Interventions businesses.

(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 represent incremental costs of complying with the new European Union medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses. We consider these costs to be duplicative of previously incurred costs and/or one-time costs, which are limited to a specific time period.

(6)The net charge primarily relates to an income tax reserve adjustment associated with the June 2023, Israeli Central-Lod District Court decision and the establishment of a valuation allowance against certain net operating losses which were partially offset by a benefit from the change in a Swiss Cantonal tax rate associated with previously established deferred tax assets from intercompany intellectual property transactions and the step up in tax basis for Swiss Cantonal purposes.

(7)Adjustments are comprised of net losses on minority investments (excluding mark-to-market gains/losses on publicly traded investments) and charges related to the exit of the Company’s ventilator product line discussed in (3) above.

MEDTRONIC I 2024 Proxy Statement A-3

GAAP TO NON-GAAP RECONCILIATIONS(1)

(in millions)Fiscal year 2024
Net cash provided by operating activities$6,787
Additions to property, plant, and equipment(1,587)
Free Cash Flow (2)$5,200

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

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

MEDTRONIC I 2024 Proxy Statement A-4

DELIVERY OF FUTURE ANNUAL GENERAL MEETING MATERIALSMedtronic offers shareholders the choice to receive future annual reports and proxy materials electronically over the internet instead of receiving paper copies through the mail. This will allow us to conserve natural resources and save Medtronic printing and mailing costs. Whether you hold shares registered directly in your name, through a Medtronic stock plan, or through a broker or bank, you can enroll for future delivery of proxy statements and annual reports by following these easy steps:•Go to our website at http://investorrelations.medtronic.com;•In the Shareholder Services section, click on Electronic Delivery of Proxy Materials; and•Follow the prompts to submit your electronic consent.Generally, brokers and banks offering this choice require that shareholders vote through the internet in order to enroll. Street name shareholders whose broker or bank is not included in this website are encouraged to contact their broker or bank and ask about the availability of electronic delivery. As with all Internet usage, the user must pay all access fees and telephone charges. You may view this year’s proxy materials at https://investorrelations.medtronic.com/annual-meeting-reports.

710 Medtronic Parkway

Minneapolis, MN 55432-5604

USA

Tel: (763) 514-4000

Fax: (763) 514-4879

www.medtronic.com

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