Medtronic plc
For the period ended Oct 16, 2025. Filed Aug 25, 2025.
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Oct 16, 2025 · Filed Aug 25, 2025
Contents
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 2024.
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 2025 Proxy Statement A-1
WORLD WIDE REVENUE(1)
| FULL YEAR | |||||||
|---|---|---|---|---|---|---|---|
| REPORTED · ORGANIC | |||||||
| (in millions) | Fiscal Year2025 | Fiscal Year2024 | Growth | CurrencyImpact (3) | Adjusted Fiscal Year2025(4) | Adjusted Fiscal Year2024(5) | Adjusted Growth |
| Cardiovascular | $12,481 | $11,831 | 5.5% | $(99) | $12,580 | $11,831 | 6.3% |
| Neuroscience | 9,846 | 9,406 | 4.7 | (47) | 9,893 | 9,406 | 5.2 |
| Medical Surgical | 8,407 | 8,417 | (0.1) | (80) | 8,487 | 8,417 | 0.8 |
| Diabetes | 2,755 | 2,488 | 10.7 | (18) | 2,774 | 2,488 | 11.5 |
| Total Reportable Segments | 33,489 | 32,142 | 4.2 | (244) | 33,733 | 32,142 | 4.9 |
| Other (2) | 48 | 221 | (78.5) | (3) | — | — | — |
| Total | $33,537 | $32,364 | 3.6% | $(247) | $33,733 | $32,142 | 4.9% |
(1)The data in this schedule has been intentionally rounded to the nearest million and, therefore, may not sum.
(2)Includes operations and ongoing transition agreements from businesses the Company has exited or divested, and specifically for the three months ended July 26, 2024, impacting fiscal year 2025 figures, $90 million of incremental Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015.
(3)The currency impact to revenue measures the change in revenue between current and prior year periods using constant exchange rates.
(4)Fiscal year 2025 excludes $196 million of revenue adjustments related to $90 million of incremental Italian payback accruals further described in note (2), $137 million of inorganic revenue related to the transition activity noted in (2), and $244 million of unfavorable currency impact on the remaining segments.
(5)Fiscal year 2024 excludes $221 million of inorganic revenue related to the transition activity noted in (2).
MEDTRONIC I 2025 Proxy Statement A-2
GAAP TO NON-GAAP RECONCILIATIONS(1)
| (in millions, except per share data) · Net Sales · Operating Profit · Operating Profit Percent · Diluted EPS | |||||
|---|---|---|---|---|---|
| GAAP | $33,537 | $5,955 | 17.8% | $3.61 | |
| Non-GAAP Adjustments: | |||||
| Amortization of intangible assets (2) | — | 1,807 | 5.3 | 1.14 | |
| Restructuring and associated costs (3) | — | 303 | 0.9 | 0.18 | |
| Acquisition and divestiture-related items (4) | — | 124 | 0.4 | 0.08 | |
| Certain litigation charges, net | — | 317 | 0.9 | 0.19 | |
| (Gain)/loss on minority investments (5) | — | — | — | 0.14 | |
| Medical device regulations (6) | — | 52 | 0.2 | 0.03 | |
| Other (7) | 90 | 90 | 0.3 | 0.05 | |
| Certain tax adjustments, net (8) | — | — | — | 0.05 | |
| Non-GAAP | 33,627 | 8,648 | 25.7 | 5.49 | |
| Currency Impact | 245 | 365 | 0.9 | 0.22 | |
| Currency Adjusted | $33,872 | $9,013 | 26.6% | $5.71 | |
| Non-GAAP | $5.49 | ||||
| Adjustment as contemplated under the Annual Incentive Plan (9) | 0.04 | ||||
| Diluted EPS for Annual Incentive Plan | $5.53 | ||||
(1)The data in this schedule has been intentionally rounded to the nearest million or $0.01 for EPS figures, and, therefore, may not sum.
(2)The Company recognized $151 million of accelerated amortization on certain intangible assets related to product line exits within the Cardiovascular Segment.
(3)Associated costs primarily include salaries and wages for employees supporting the restructuring activities, consulting expenses, asset write-offs, and contract terminations.
(4)The charges primarily include exit of business-related charges, changes in fair value of contingent consideration, business combination costs, and gains related to certain business or asset sales.
(5)We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.
(6)The charges represent incremental costs of complying with the new European Union medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses. We consider these costs to be duplicative of previously incurred costs and/or one-time costs, which are limited to a specific time period.
(7)Reflects the recognition of incremental Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015.
(8)Primarily relates to amortization of previously established deferred tax assets from intercompany intellectual property transactions.
(9)Adjustments are comprised of gains related to certain business or asset sales discussed in (4) above, partially offset by net losses on minority investments (excluding mark-to-market gains/losses on publicly traded investments).
MEDTRONIC I 2025 Proxy Statement A-3
GAAP TO NON-GAAP RECONCILIATIONS(1)
| (in millions) | Fiscal year 2025 |
|---|---|
| Net cash provided by operating activities | $7,044 |
| Additions to property, plant, and equipment | (1,859) |
| Free Cash Flow (2) | $5,185 |
(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 2025 Proxy Statement A-4
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.