Medtronic plc
For the period ended Oct 15, 2026. Filed Aug 17, 2026.
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Oct 15, 2026 · Filed Aug 17, 2026
Contents
APPENDIX A
Appendix A – Financial and Non-GAAP Reconciliations
Non-GAAP Financial Measures
This proxy statement contains financial measures, including non-GAAP operating profit, non-GAAP operating margin, adjusted diluted earnings per share (EPS), free cash flow, and organic revenue, which are considered “non-GAAP” financial measures under applicable U.S. Securities and Exchange Commission (SEC) rules and regulations.
Medtronic management believes that non-GAAP financial measures provide information useful to investors in understanding the company’s underlying operational performance and trends and to facilitate comparisons with the performance of other companies in the med tech industry. Non-GAAP net income and diluted EPS exclude the effect of certain charges or gains that contribute to or reduce earnings but that result from transactions or events that management believes may or may not recur with similar materiality or impact to operations in future periods (non-GAAP adjustments). Medtronic generally uses non-GAAP financial measures to facilitate management’s review of the operational performance of the company and as a basis for strategic planning. Non-GAAP financial measures should be considered supplemental to and not a substitute for financial information prepared in accordance with U.S. generally accepted accounting principles (GAAP), and investors are cautioned that Medtronic may calculate non-GAAP financial measures in a way that is different from other companies. Management strongly encourages investors to review the company’s consolidated financial statements and publicly filed reports in their entirety. Reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial schedules below.
MEDTRONIC I 2026 Proxy Statement A-1
WORLD WIDE REVENUE(1)
| FULL YEAR | |||||||
|---|---|---|---|---|---|---|---|
| REPORTED · ORGANIC | |||||||
| (in millions) | Fiscal Year2026 | Fiscal Year2025 | Growth | CurrencyImpact(5) | Fiscal Year2026(6) | Fiscal Year2025(6) | Growth |
| Cardiovascular | $13,976 | $12,481 | 12.0% | $337 | $13,639 | $12,481 | 9.3% |
| Neuroscience | 10,287 | 9,846 | 4.5 | 133 | 10,154 | 9,846 | 3.1 |
| Medical Surgical | 8,815 | 8,407 | 4.9 | 210 | 8,601 | 8,359 | 2.9 |
| Total Reportable Segments | 33,079 | 30,734 | 7.6 | 680 | 32,394 | 30,686 | 5.6 |
| Diabetes(2) | 3,112 | 2,755 | 12.9 | 140 | 2,972 | 2,755 | 7.9 |
| Other(3) | 174 | 48 | NM(4) | 4 | — | — | — |
| Total | $36,364 | $33,537 | 8.4% | $824 | $35,366 | $33,441 | 5.8% |
(1)The data in this schedule has been intentionally rounded to the nearest million and, therefore, may not sum. Percentages have been calculated using actual, non-rounded figures and, therefore, may not recalculate precisely.
(2)The Diabetes results presented here may not correspond to the same financial statement information presented by MiniMed Group, Inc. (MiniMed). The Diabetes Business as reported by Medtronic is prepared on a different basis than standalone Medtronic due to MiniMed’s financials being prepared on a carve out basis through the date of the company’s initial public offering (IPO) and on a standalone basis post IPO.
(3)Includes the historical operations and ongoing transition agreements from businesses the Company has exited or divested and adjustments to the Company's Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court and the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015.
(4)Not meaningful.
(5)The currency impact to revenue measures the change in revenue between current and prior year periods using constant exchange rates.
(6)Fiscal year 2026 excludes $998 million of revenue adjustments, including $39 million reduction in the Italian payback accruals due to changes in estimates further described in note (3), $135 million of inorganic revenue for the transition activity noted in (3), $5 million of inorganic revenue related to a sale of business in the Medical Surgical Portfolio, and $819 million of favorable currency impact on the remaining net sales. Fiscal year 2025 excludes $96 million of revenue adjustments related to $90 million of incremental Italian payback accruals further described in note (3), $137 million of inorganic revenue for the transition activity noted in (3), and $48 million of inorganic revenue related to a sale of business in the Medical Surgical Portfolio.
MEDTRONIC I 2026 Proxy Statement A-2
GAAP TO NON-GAAP RECONCILIATIONS(1)
| Fiscal Year 2026 | ||||
|---|---|---|---|---|
| (in millions, except per share data) | Net Sales | Operating Profit | Operating Profit Percent | Diluted EPS |
| GAAP | $36,364 | $6,467 | 17.8% | $3.73 |
| Non-GAAP Adjustments: | ||||
| Amortization of intangible assets(2) | — | 1,772 | 4.9 | 1.12 |
| Restructuring and associated costs(3) | — | 370 | 1.0 | 0.23 |
| Acquisition and divestiture-related items(4) | — | 173 | 0.5 | 0.11 |
| Certain litigation charges, net | — | 113 | 0.3 | 0.07 |
| (Gain)/loss on minority investments(5) | — | — | — | 0.10 |
| Other(6) | (39) | (39) | (0.1) | (0.02) |
| Certain tax adjustments, net(7) | — | — | — | 0.20 |
| Non-GAAP | $36,325 | $8,856 | 24.4% | $5.53 |
| Currency Impact | (821) | (262) | (0.2) | (0.15) |
| Currency Adjusted | $35,504 | $8,594 | 24.2% | $5.38 |
| Non-GAAP | $5.53 | |||
| Adjustment as contemplated under MIP(8) | (0.04) | |||
| Diluted EPS for MIP | $5.49 | |||
(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 $121 million of accelerated amortization on certain intangible assets within the Cardiovascular Portfolio.
(3)The charges primarily relate to employee termination benefits, facility related and contract termination costs, and asset write offs.
(4)The charges primarily include business combination costs, changes in fair value of contingent consideration, exit of business-related charges, and a gain related to a sale of business. Exit of business-related charges primarily relate to the impending separation of the Diabetes Business and costs associated with the Company's June 2021 decision to stop the distribution and sale of the Medtronic HVAD System.
(5)We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.
(6)Reflects adjustments to the Company's Italian payback accruals resulting from the Legislative Decree published by the Italian government on June 30, 2025 for years 2015 to 2018.
(7)The net charges primarily relate to the impact of an intercompany sale of intellectual property, the net tax charge as a result of the separation of the Diabetes Business, and amortization of previously established deferred tax assets arising from intercompany intellectual property transactions, which were partially offset by a tax benefit recognized due to a change in estimate of accrued interest on uncertain tax positions.
(8)Adjustments are comprised of certain asset write offs discussed in (3) above, and net losses on minority investments (excluding mark-to-market gains/losses on publicly traded investments), partially offset by a gain related to a sale of business discussed in (4) above.
MEDTRONIC I 2026 Proxy Statement A-3
GAAP TO NON-GAAP RECONCILIATIONS(1)
| (in millions) | Fiscal Year 2026 |
|---|---|
| Net cash provided by operating activities | $7,330 |
| Additions to property, plant, and equipment | (1,904) |
| Free Cash Flow(2) | $5,426 |
| Adjustments as contemplated under Annual Incentive Plan(3) | (391) |
| Free Cash Flow for Incentives | $5,036 |
(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.
(3)As allowed under the Annual Incentive Plan, these adjustments are comprised of discrete tax payments.
MEDTRONIC I 2026 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
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.