MEDTRONIC PLC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
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ý
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2015
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Commission File Number 001-36820
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MEDTRONIC PUBLIC LIMITED COMPANY
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(Exact name of registrant as specified in its charter)
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Ireland
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98-1183488
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(State of incorporation)
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(I.R.S. Employer
Identification No.)
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20 On Hatch, Lower Hatch Street
Dublin 2, Ireland
(Address of principal executive offices) (Zip Code)
+353 1 438-1700
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes
ý
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ý No o
Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller Reporting Company
o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
o
No
ý
As of September 3, 2015,
1,413,614,665
ordinary shares, par value $0.0001, 40,000 Euro deferred shares, par value €1.00, and 1,872 A preferred shares, par value $1.00, of the registrant were outstanding.
TABLE OF CONTENTS
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Item
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Description
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Page
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1.
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2.
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3.
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4.
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1.
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2.
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6.
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MEDTRONIC PLC
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
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Three months ended
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||||||
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July 31, 2015
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July 25, 2014
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|||||
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(in millions, except per share data)
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||||||
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Net sales
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$
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7,274
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$
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4,273
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Costs and expenses:
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Cost of products sold
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2,456
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1,105
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Research and development expense
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558
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365
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Selling, general, and administrative expense
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2,449
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1,506
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Restructuring charges, net
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67
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30
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Acquisition-related items
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71
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41
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|||
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Amortization of intangible assets
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481
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87
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Other expense, net
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61
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51
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Operating Profit
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1,131
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1,088
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Interest income
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(115
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)
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(92
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)
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Interest expense
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306
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97
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Interest expense, net
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191
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5
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Income from operations before income taxes
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940
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1,083
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Provision for income taxes
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120
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212
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Net income
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$
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820
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$
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871
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Basic earnings per share
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$
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0.58
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$
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0.88
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Diluted earnings per share
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$
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0.57
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$
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0.87
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Basic weighted average shares outstanding
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1,418.1
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992.6
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Diluted weighted average shares outstanding
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1,436.4
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1,005.2
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Cash dividends declared per ordinary share
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$
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0.380
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$
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0.305
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The accompanying notes are an integral part of these condensed consolidated financial statements
.
1
MEDTRONIC PLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
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Three months ended
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||||||
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July 31, 2015
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July 25, 2014
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|||||
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(in millions)
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Net income
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$
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820
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$
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871
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Other comprehensive (loss) income, net of tax:
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Unrealized (loss) gain on available-for-sale securities, net of tax (benefit) expense of $(74) and $32, respectively
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(131
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)
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54
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Translation adjustment
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(26
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)
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1
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Net change in retirement obligations, net of tax expense of $10 and $6, respectively
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13
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17
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Unrealized (loss) gain on derivatives, net of tax (benefit) expense of $(20) and $21, respectively
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(28
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)
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37
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Other comprehensive (loss) income
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(172
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)
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109
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Comprehensive income
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$
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648
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$
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980
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
MEDTRONIC PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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July 31, 2015
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April 24, 2015
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(in millions, except per share data)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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2,979
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$
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4,843
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Investments
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15,003
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14,637
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Accounts receivable, less allowances of $141 and $144, respectively
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4,811
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5,112
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Inventories
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3,404
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3,463
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Tax assets
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1,490
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1,335
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Prepaid expenses and other current assets
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1,460
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1,454
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Total current assets
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29,147
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30,844
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Property, plant, and equipment
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9,026
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8,863
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Accumulated depreciation
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(4,354
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)
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(4,164
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)
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Property, plant, and equipment, net
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4,672
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4,699
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Goodwill
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40,657
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40,530
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Other intangible assets, net
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27,699
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28,101
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Long-term tax assets
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772
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774
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Other assets
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1,679
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1,737
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Total assets
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$
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104,626
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$
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106,685
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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Current liabilities:
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Short-term borrowings
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$
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1,850
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$
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2,434
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Accounts payable
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1,321
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1,610
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Accrued compensation
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1,171
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1,611
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Accrued income taxes
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477
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935
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Deferred tax liabilities
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120
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119
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Other accrued expenses
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2,721
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2,464
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Total current liabilities
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7,660
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9,173
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Long-term debt
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33,709
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33,752
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Long-term accrued compensation and retirement benefits
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1,549
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1,535
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Long-term accrued income taxes
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2,541
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2,476
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Long-term deferred tax liabilities
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4,701
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4,700
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Other long-term liabilities
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1,657
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1,819
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Total liabilities
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51,817
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53,455
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Commitments and contingencies (Notes 3 and 16)
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Shareholders’ equity:
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Ordinary shares— par value $0.0001
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—
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—
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Retained earnings
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54,165
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54,414
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Accumulated other comprehensive loss
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(1,356
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)
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(1,184
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)
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Total shareholders’ equity
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52,809
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53,230
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Total liabilities and shareholders’ equity
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$
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104,626
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$
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106,685
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
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MEDTRONIC PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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|||||||
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Three months ended
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||||||
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July 31, 2015
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July 25, 2014
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(in millions)
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Operating Activities:
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Net income
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$
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820
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$
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871
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Adjustments to reconcile net income to net cash provided by operating activities:
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Depreciation and amortization
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701
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215
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Acquisition-related items
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232
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2
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Provision for doubtful accounts
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10
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8
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Deferred income taxes
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(159
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)
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98
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Stock-based compensation
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96
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34
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Other, net
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(32
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)
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(9
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)
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Change in operating assets and liabilities, net of acquisitions:
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Accounts receivable, net
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279
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94
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Inventories
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(207
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)
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(96
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)
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Accounts payable and accrued liabilities
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(424
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)
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(163
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)
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|||
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Other operating assets and liabilities
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(408
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)
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17
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|||
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Certain litigation payments
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(92
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)
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(761
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)
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Net cash provided by operating activities
|
816
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|
310
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Investing Activities:
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Acquisitions, net of cash acquired
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(179
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)
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(146
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)
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Additions to property, plant, and equipment
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(224
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)
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(109
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)
|
|||
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Purchases of marketable securities
|
(1,851
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)
|
(1,600
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)
|
|||
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Sales and maturities of marketable securities
|
1,266
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|
1,853
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|
|||
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Other investing activities, net
|
2
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|
(4
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)
|
|||
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Net cash used in investing activities
|
(986
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)
|
(6
|
)
|
|||
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Financing Activities:
|
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|
|||
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Acquisition-related contingent consideration
|
(3
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)
|
(5
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)
|
|||
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Change in short-term borrowings, net
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429
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|
862
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|
|||
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Payments on long-term debt
|
(1,004
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)
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(3
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)
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|||
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Dividends to shareholders
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(538
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)
|
(304
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)
|
|||
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Issuance of ordinary shares
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98
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154
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|||
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Repurchase of ordinary shares
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(750
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)
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(1,065
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)
|
|||
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Other financing activities, net
|
24
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|
6
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|||
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Net cash used in financing activities
|
(1,744
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)
|
(355
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)
|
|||
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Effect of exchange rate changes on cash and cash equivalents
|
50
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|
(16
|
)
|
|||
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Net change in cash and cash equivalents
|
(1,864
|
)
|
(67
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)
|
|||
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Cash and cash equivalents at beginning of period
|
4,843
|
|
1,403
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|
|||
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Cash and cash equivalents at end of period
|
$
|
2,979
|
|
$
|
1,336
|
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Supplemental Cash Flow Information
|
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Cash paid for:
|
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|
|||
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Income taxes
|
$
|
636
|
|
$
|
146
|
|
|
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Interest
|
76
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|
22
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|
|||
4
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a fair presentation of results of operations, comprehensive income, financial condition, and cash flows in conformity with U.S. GAAP. In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results of Medtronic plc and its subsidiaries (Medtronic plc, Medtronic or the Company) for the periods presented. Medtronic plc is the successor registrant to Medtronic, Inc.
Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended
April 24, 2015
.
The Company’s fiscal years
2016
,
2015
, and
2014
will end or ended on
April 29, 2016
,
April 24, 2015
, and
April 25, 2014
, respectively. Fiscal year 2016 is a 53-week year, and the extra week occured during the first quarter.
Recently Adopted
In April 2014, the Financial Accounting Standards Board (FASB) issued amended guidance for reporting discontinued operations. The amended guidance changes the criteria for determining when the results of operations are to be reported as discontinued operations and expands the related disclosure requirements. The guidance defines a discontinued operation as a component or group of components that is disposed of or classified as held for sale, which is a strategic shift that has, or will have, a major effect on financial position and results of operations. The Company prospectively adopted this accounting guidance in the first quarter of fiscal year 2016. Its adoption did not have a material impact on the Company's condensed consolidated financial statements.
Not Yet Adopted
In May 2014, the FASB issued amended revenue recognition guidance to clarify the principles for recognizing revenue from contracts with customers. The guidance requires an entity to recognize revenue in an amount that reflects the consideration to which an entity expects to be entitled in exchange for the transfer of goods or services. The guidance also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. In July 2015, the FASB voted to approve a one year deferral of the effective date of the amended revenue recognition guidance. As a result, this accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2019 using one of two prescribed retrospective methods. The Company is evaluating the impact of the amended revenue recognition guidance on the Company’s condensed consolidated financial statements.
5
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company had various acquisitions and other acquisition-related activity during the first quarter of fiscal years
2016
and
2015
. Certain acquisitions were accounted for as business combinations as noted below. In accordance with authoritative guidance on business combination accounting, the assets and liabilities of the companies acquired were recorded and consolidated as of the acquisition date at their respective fair values. Unless otherwise disclosed, the pro forma impact of these acquisitions was not significant, either individually or in the aggregate, to the results of the Company for the three months ended
July 31, 2015
or
July 25, 2014
. The results of operations related to each company acquired have been included in the Company's condensed consolidated statements of income since the date each company was acquired.
Acquisition of Covidien public limited company
On January 26, 2015 (Acquisition Date), pursuant to the transaction agreement, dated as of June 15, 2014 (the Transaction Agreement), the Company acquired Covidien plc (Covidien), and Covidien and Medtronic, Inc. became subsidiaries of Medtronic (collectively, the Transactions). In connection with the consummation of the Transactions, Medtronic re-registered as a public limited company organized under the laws of Ireland.
On January 26, 2015, (a) each Covidien ordinary share was converted into the right to receive
$35.19
in cash and
0.956
of a newly issued Medtronic plc ordinary share (the Arrangement Consideration) in exchange for each Covidien share held by such shareholders, and (b) each share of Medtronic, Inc. common stock was converted into the right to receive one Medtronic plc ordinary share. Total consideration was approximately
$50 billion
, consisting of
$16 billion
cash and
$34 billion
of non-cash consideration. Based on the number of outstanding shares of Medtronic, Inc. and Covidien as of January 23, 2015 (the last business day prior to the close of the transaction), former Medtronic, Inc. and Covidien shareholders held approximately
69 percent
and
31 percent
, respectively, of the Company's ordinary shares after giving effect to the acquisition.
Covidien is a global leader in the development, manufacture, and sale of healthcare products for use in clinical and home settings. The operating results for Covidien are included in the Minimally Invasive Therapies Group, Cardiac and Vascular Group and Restorative Therapies Group segments.
Fair Value of Assets Acquired and Liabilities Assumed
The Company accounted for the acquisition of Covidien as a business combination using the acquisition method of accounting. The assets acquired and liabilities assumed were recorded at their respective fair values as of the Acquisition Date. Based upon a preliminary acquisition valuation, the Company acquired
$18.3 billion
of customer-related intangible assets,
$7.0 billion
of technology-based intangible assets,
$0.4 billion
of tradenames, with weighted average estimated useful lives of
18
,
16
, and
6
years, respectively,
$0.4 billion
of in-process research and development (IPR&D), and
$29.6 billion
of goodwill.
During the three months ended
July 31, 2015
, the Company made opening balance sheet adjustments to update estimates primarily related to other current assets, intangible assets, goodwill, certain property values, and the related deferred tax impacts. The largest opening balance sheet adjustment related to a
$121 million
receivable as a result of the settlement reached with C.R. Bard, Inc. (Bard). For additional information on the Company's pelvic mesh litigation, see Note 16 to the condensed consolidated financial statements. The fair value of assets acquired and liabilities assumed continues to be evaluated. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional opening balance sheet adjustments will be recorded. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company's results of operations. The finalization of the opening balance sheet will result in a change in the valuation of assets acquired and liabilities assumed and may have a material impact on the Company's results of operations and financial position.
6
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The preliminary fair values of the assets acquired and liabilities assumed in connection with the Transactions are as follows:
|
(estimated in millions)
|
January 26, 2015
(as previously reported)
|
Adjustments
|
January 26, 2015
(as adjusted)
|
||||||||
|
Accounts receivable
|
$
|
1,349
|
|
$
|
—
|
|
$
|
1,349
|
|
||
|
Inventories
|
2,222
|
|
—
|
|
2,222
|
|
|||||
|
Other current assets
|
2,949
|
|
123
|
|
3,072
|
|
|||||
|
Property, plant, and equipment
|
2,354
|
|
(22
|
)
|
2,332
|
|
|||||
|
Goodwill
|
29,586
|
|
33
|
|
29,619
|
|
|||||
|
Intangible assets
|
26,265
|
|
(71
|
)
|
26,194
|
|
|||||
|
Other assets
|
747
|
|
(25
|
)
|
722
|
|
|||||
|
Total assets acquired
|
65,472
|
|
38
|
|
65,510
|
|
|||||
|
|
|||||||||||
|
Short-term borrowings
|
1,011
|
|
—
|
|
1,011
|
|
|||||
|
Other current liabilities
|
2,331
|
|
9
|
|
2,340
|
|
|||||
|
Long-term debt
|
4,623
|
|
—
|
|
4,623
|
|
|||||
|
Long-term deferred tax liabilities
|
4,736
|
|
41
|
|
4,777
|
|
|||||
|
Other long-term liabilities
|
2,783
|
|
(12
|
)
|
2,771
|
|
|||||
|
Total liabilities assumed
|
15,484
|
|
38
|
|
15,522
|
|
|||||
|
Net assets acquired
|
$
|
49,988
|
|
$
|
—
|
|
$
|
49,988
|
|
||
Contingent liabilities assumed as part of the Transactions total
$2.2 billion
and are included within
accrued income taxes
,
other accrued expenses
,
long-term accrued income taxes
, and
other long-term liabilities
in the condensed consolidated balance sheet. These contingent liabilities include
$1.5 billion
related to income taxes (including uncertain tax positions and guarantee commitments),
$0.5 billion
related to legal claims (including product liability), and
$0.2 billion
related to environmental matters. Contingent liabilities are recorded at their estimated fair values, aside from those pertaining to uncertainty in income taxes which are an exception to the fair value basis of accounting. Legal matters and certain environmental matters that are legal in nature are recorded at their respective probable and estimable amounts. See Note 16 to the condensed consolidated financial statements for additional background on contingent liabilities. The estimated fair values noted above are preliminary and are subject to change upon finalization of the purchase accounting assessment and may have a material impact on the Company's results of operations and financial position.
For additional information related to the Transactions, see Note 2 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended April 24, 2015.
7
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Fiscal Year 2016
The fair values of the assets acquired and liabilities assumed during the first quarter of fiscal year 2016 are as follows:
|
(in millions)
|
CardioInsight Technologies, Inc.
|
Aptus Endosystems, Inc.
|
All Other
|
Total
|
|||||||||||
|
Other current assets
|
$
|
11
|
|
$
|
5
|
|
$
|
—
|
|
$
|
16
|
|
|||
|
Property, plant, and equipment
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||||
|
IPR&D
|
48
|
|
14
|
|
—
|
|
62
|
|
|||||||
|
Other intangible assets
|
—
|
|
78
|
|
6
|
|
84
|
|
|||||||
|
Goodwill
|
80
|
|
15
|
|
—
|
|
95
|
|
|||||||
|
Other assets
|
6
|
|
—
|
|
—
|
|
6
|
|
|||||||
|
Total assets acquired
|
145
|
|
113
|
|
6
|
|
264
|
|
|||||||
|
|
|||||||||||||||
|
Current liabilities
|
4
|
|
1
|
|
1
|
|
6
|
|
|||||||
|
Long-term deferred tax liabilities, net
|
18
|
|
—
|
|
—
|
|
18
|
|
|||||||
|
Total liabilities assumed
|
22
|
|
1
|
|
1
|
|
24
|
|
|||||||
|
Net assets acquired
|
$
|
123
|
|
$
|
112
|
|
$
|
5
|
|
$
|
240
|
|
|||
CardioInsight Technologies, Inc.
On June 18, 2015, the Company's Cardiac Rhythm & Heart Failure division acquired CardioInsight Technologies, Inc. (CardioInsight), a privately-held medical device company that has developed a new approach to improve the mapping of electrical disorders of the heart. Total consideration for the transaction was approximately
$123 million
, which included an upfront payment of
$73 million
, settlement of outstanding debt to Medtronic of
$25 million
, and the estimated fair value of revenue-based contingent consideration of
$25 million
. Based upon a preliminary acquisition valuation, the Company acquired
$48 million
of IPR&D and
$80 million
of goodwill. The acquired goodwill is not deductible for tax purposes.
Aptus Endosystems, Inc.
On June 19, 2015, the Company's Aortic & Peripheral Vascular division acquired certain assets and liabilities of Aptus Endosystems, Inc. (Aptus), a privately-held medical device company focused on developing advanced technology for endovascular aneurysm repair and thoracic endovascular aneurysm repair. Total consideration for the transaction was approximately
$112 million
. Based upon a preliminary acquisition valuation, the Company acquired
$78 million
of technology-based intangible assets with an estimated useful life of
18 years
at the time of acquisition,
$14 million
of IPR&D, and
$15 million
of goodwill. The acquired goodwill is deductible for tax purposes.
The Company accounted for the acquisitions of CardioInsight and Aptus as business combinations using the acquisition method of accounting.
Subsequent and Pending Acquisitions
On August 11, 2015, the Company's Surgical Solutions division acquired RF Surgical Systems, Inc., a medical device company focused on the detection and prevention of retained surgical sponges. Total consideration for the transaction was approximately
$240 million
.
On August 25, 2015, the Company's Coronary & Structural Heart division entered into a definitive agreement to acquire Twelve, Inc., a privately-held medical device company focused on the development of a transcatheter mitral valve replacement device. Medtronic has agreed to pay up to approximately
$458 million
, including a
$408 million
upfront payment and
$50 million
upon achievement of CE Mark.
On August 31, 2015, the Company's Neurovascular division acquired Medina Medical (Medina), a privately-held medical device company focused on commercializing treatments for vascular abnormalities of the brain, including cerebral aneurysms. Medtronic had previously invested in Medina and held an
11 percent
ownership position. Total consideration for the transaction includes an initial payment of
$150 million
, net of cash acquired, plus additional payments upon achievement of key milestones.
8
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Acquisition-Related Items
During the three months ended
July 31, 2015
, the Company recorded acquisition-related items of
$71 million
primarily due to integration related costs incurred in connection with the Covidien acquisition.
Fiscal Year 2015
The fair values of the assets acquired and liabilities assumed from acquisitions during fiscal year 2015, other than the Covidien acquisition, are as follows:
|
(in millions)
|
NGC Medical S.p.A.
|
Sapiens Steering Brain Stimulation
|
Corventis, Inc.
|
All Other
|
Total
|
||||||||||||||
|
Other current assets
|
$
|
55
|
|
$
|
3
|
|
$
|
2
|
|
$
|
10
|
|
$
|
70
|
|
||||
|
Property, plant, and equipment
|
15
|
|
1
|
|
1
|
|
1
|
|
18
|
|
|||||||||
|
IPR&D
|
—
|
|
30
|
|
—
|
|
41
|
|
71
|
|
|||||||||
|
Other intangible assets
|
159
|
|
—
|
|
80
|
|
77
|
|
316
|
|
|||||||||
|
Goodwill
|
197
|
|
170
|
|
48
|
|
58
|
|
473
|
|
|||||||||
|
Other assets
|
3
|
|
3
|
|
31
|
|
18
|
|
55
|
|
|||||||||
|
Total assets acquired
|
429
|
|
207
|
|
162
|
|
205
|
|
1,003
|
|
|||||||||
|
|
|||||||||||||||||||
|
Current liabilities
|
34
|
|
4
|
|
2
|
|
4
|
|
44
|
|
|||||||||
|
Long-term deferred tax liabilities, net
|
51
|
|
—
|
|
29
|
|
37
|
|
117
|
|
|||||||||
|
Other liabilities
|
4
|
|
—
|
|
—
|
|
—
|
|
4
|
|
|||||||||
|
Total liabilities assumed
|
89
|
|
4
|
|
31
|
|
41
|
|
165
|
|
|||||||||
|
Net assets acquired
|
$
|
340
|
|
$
|
203
|
|
$
|
131
|
|
$
|
164
|
|
$
|
838
|
|
||||
The Company accounted for the acquisitions above as business combinations using the acquisition method of accounting.
Other Acquisitions and Acquisition-Related Items
During the three months ended
July 25, 2014
, the Company's recorded acquisition-related items of
$41 million
primarily due to costs incurred in connection with the Covidien acquisition.
Contingent Consideration
Certain of the Company’s business combinations and purchases of intellectual property involve the potential for the payment of future contingent consideration upon the achievement of certain product development milestones and/or various other favorable operating conditions. Payment of the additional consideration is generally contingent on the acquired company reaching certain performance milestones, including attaining specified revenue levels or achieving product development targets. For business combinations subsequent to April 24, 2009, a liability is recorded for the estimated fair value of the contingent consideration on the acquisition date. For business combinations or purchases of intellectual property prior to April 24, 2009, the estimated maximum amount of undiscounted future contingent consideration payments that the Company expected to make was approximately
$191 million
at
July 31, 2015
. The Company estimates the milestones or other conditions associated with the contingent consideration will be reached in fiscal year 2016 and thereafter.
The fair value of the contingent consideration is remeasured at each reporting period and the change in fair value recognized as income or expense within
acquisition-related items
in the condensed consolidated statements of income. The Company measures the liability on a recurring basis using Level 3 inputs. The fair value of contingent consideration is measured using projected payment dates, discount rates, probabilities of payment, and projected revenues (for revenue-based considerations). Projected contingent payment amounts are discounted back to the current period using a discounted cash flow model. Projected revenues are based on the Company’s most recent internal operational budgets and long-range strategic plans. Increases (decreases) in projected revenues, probabilities of payment, discount rates, or projected payment dates may result in a higher (lower) fair value measurement. Fluctuations in any of the inputs may result in a significantly lower (higher) fair value measurement.
9
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The recurring Level 3 fair value measurements of contingent consideration include the following significant unobservable inputs:
|
Fair Value at
|
||||||||
|
($ in millions)
|
July 31, 2015
|
Valuation Technique
|
Unobservable Input
|
Range
|
||||
|
|
|
|
Discount rate
|
11% - 27%
|
||||
|
Revenue-based payments
|
$184
|
Discounted cash flow
|
Probability of payment
|
55% - 100%
|
||||
|
|
|
|
Projected fiscal year of payment
|
2016 - 2025
|
||||
|
|
|
|
Discount rate
|
0.3% - 5.5%
|
||||
|
Product development-based payments
|
$107
|
Discounted cash flow
|
Probability of payment
|
15% - 100%
|
||||
|
|
|
|
Projected fiscal year of payment
|
2016 - 2020
|
||||
The fair value of contingent consideration associated with acquisitions subsequent to April 24, 2009, as of
July 31, 2015
and
April 24, 2015
, was
$291 million
and
$264 million
, respectively. As of
July 31, 2015
,
$226 million
was reflected in
other long-term liabilities
and
$65 million
was reflected in
other accrued expenses
in the condensed consolidated balance sheets. As of
April 24, 2015
,
$242 million
was reflected in
other long-term liabilities
and
$22 million
was reflected in
other accrued expenses
in the condensed consolidated balance sheets. The portion of the contingent consideration paid related to the acquisition date fair value is reported as financing activities in the condensed consolidated statements of cash flows. Amounts paid in excess of the original acquisition date fair value are reported as operating activities in the condensed consolidated statements of cash flows. The following table provides a reconciliation of the beginning and ending balances of contingent consideration associated with acquisitions subsequent to April 24, 2009:
|
|
Three months ended
|
||||||
|
(in millions)
|
July 31, 2015
|
July 25, 2014
|
|||||
|
Beginning Balance
|
$
|
264
|
|
$
|
68
|
|
|
|
Purchase price contingent consideration
|
26
|
|
23
|
|
|||
|
Contingent consideration payments
|
(3
|
)
|
(5
|
)
|
|||
|
Change in fair value of contingent consideration
|
4
|
|
1
|
|
|||
|
Ending Balance
|
$
|
291
|
|
$
|
87
|
|
|
Cost Synergies Initiative
The cost synergies initiative, initially referred to as the fiscal year 2015 initiative, was the beginning of the Company's restructuring program primarily related to the acquisition of Covidien. This initiative is expected to contribute to the approximately
$850 million
in cost synergies expected to be achieved as a result of the Covidien acquisition through fiscal year 2018, including administrative office optimization, manufacturing and supply chain infrastructure, certain program cancellations, and certain general and administrative savings. Restructuring charges are expected to be incurred on a quarterly basis throughout fiscal year 2016 and in future fiscal years as cost synergy initiatives are finalized.
In the fourth quarter of fiscal year 2015, the Company recorded a
$248 million
restructuring charge, which consisted of employee termination costs of
$213 million
, asset write-downs of
$28 million
, contract termination costs of
$6 million
, and other related costs of
$1 million
. Of the
$28 million
of asset write-downs,
$15 million
related to inventory write-offs of discontinued product lines and production-related asset impairments, and therefore, was recorded within
cost of products sold
in the consolidated statements of income. In the first quarter of fiscal year 2016, the Company recorded a
$67 million
restructuring charge in connection with the cost synergies initiative, which consisted primarily of employee termination costs of
$52 million
and other related costs of
$15 million
. Restructuring accruals resulting from quarterly restructuring charges incurred within the cost synergies initiative are scheduled to be substantially complete within one year from the quarter the restructuring charge was initially incurred.
10
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A summary of the activity related to the cost synergies initiative is presented below:
|
(in millions)
|
Employee
Termination
Costs
|
Other Costs
|
Total
|
||||||||
|
Balance as of April 24, 2015
|
$
|
136
|
|
$
|
7
|
|
$
|
143
|
|
||
|
Restructuring charges
|
52
|
|
15
|
|
67
|
|
|||||
|
Payments/write-downs
|
(76
|
)
|
(7
|
)
|
(83
|
)
|
|||||
|
Balance as of July 31, 2015
|
$
|
112
|
|
$
|
15
|
|
$
|
127
|
|
||
Covidien Initiative
Covidien's pre-acquisition restructuring program is designed to improve legacy Covidien's cost structure. The program consists of reducing corporate expenses, expanding shared services, consolidating manufacturing locations, and optimizing distribution centers. The Covidien restructuring initiative is scheduled to be substantially complete by the end of fiscal year 2018.
At the Acquisition Date, the Company reserved
$103 million
in connection with the Covidien initiative, which consisted of employee termination costs of
$76 million
and other costs of
$27 million
. In the fourth quarter of fiscal year 2015, the Company recorded a reversal of excess restructuring reserves related to the Covidien initiative of
$5 million
. The reversal was primarily the result of certain employees identified for elimination finding other positions within the Company and revisions to particular strategies.
A summary of the activity related to the Covidien initiative is presented below:
|
(in millions)
|
Employee
Termination
Costs
|
Other Costs
|
Total
|
||||||||
|
Balance as of April 24, 2015
|
$
|
61
|
|
$
|
17
|
|
$
|
78
|
|
||
|
Payments
|
(13
|
)
|
(5
|
)
|
(18
|
)
|
|||||
|
Balance as of July 31, 2015
|
$
|
48
|
|
$
|
12
|
|
$
|
60
|
|
||
11
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company holds investments consisting primarily of marketable debt and equity securities.
Information regarding the Company’s investments at
July 31, 2015
is as follows:
|
(in millions)
|
Cost
|
Unrealized
Gains
|
Unrealized
Losses
|
Fair Value
|
|||||||||||
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|||||||
|
Corporate debt securities
|
$
|
6,579
|
|
$
|
54
|
|
$
|
(32
|
)
|
$
|
6,601
|
|
|||
|
Auction rate securities
|
109
|
|
—
|
|
(7
|
)
|
102
|
|
|||||||
|
Mortgage-backed securities
|
1,543
|
|
14
|
|
(13
|
)
|
1,544
|
|
|||||||
|
U.S. government and agency securities
|
3,249
|
|
10
|
|
(10
|
)
|
3,249
|
|
|||||||
|
Foreign government and agency securities
|
63
|
|
—
|
|
—
|
|
63
|
|
|||||||
|
Certificates of deposit
|
45
|
|
—
|
|
—
|
|
45
|
|
|||||||
|
Other asset-backed securities
|
500
|
|
2
|
|
—
|
|
502
|
|
|||||||
|
Debt funds
|
3,149
|
|
8
|
|
(236
|
)
|
2,921
|
|
|||||||
|
Marketable equity securities
|
40
|
|
22
|
|
(1
|
)
|
61
|
|
|||||||
|
Trading securities:
|
|
|
|
|
|
|
|
|
|||||||
|
Exchange-traded funds
|
62
|
|
17
|
|
—
|
|
79
|
|
|||||||
|
Cost method, equity method, and other investments
|
497
|
|
—
|
|
—
|
|
NA
|
|
|||||||
|
Total investments
|
$
|
15,836
|
|
$
|
127
|
|
$
|
(299
|
)
|
$
|
15,167
|
|
|||
Information regarding the Company’s investments at
April 24, 2015
is as follows:
|
(in millions)
|
Cost
|
Unrealized
Gains
|
Unrealized
Losses
|
Fair Value
|
|||||||||||
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|||||||
|
Corporate debt securities
|
$
|
6,283
|
|
$
|
105
|
|
$
|
(10
|
)
|
$
|
6,378
|
|
|||
|
Auction rate securities
|
109
|
|
—
|
|
(4
|
)
|
105
|
|
|||||||
|
Mortgage-backed securities
|
1,462
|
|
22
|
|
(6
|
)
|
1,478
|
|
|||||||
|
U.S. government and agency securities
|
3,122
|
|
21
|
|
(4
|
)
|
3,139
|
|
|||||||
|
Foreign government and agency securities
|
85
|
|
—
|
|
—
|
|
85
|
|
|||||||
|
Certificates of deposit
|
44
|
|
—
|
|
—
|
|
44
|
|
|||||||
|
Other asset-backed securities
|
504
|
|
3
|
|
—
|
|
507
|
|
|||||||
|
Debt funds
|
3,061
|
|
19
|
|
(150
|
)
|
2,930
|
|
|||||||
|
Marketable equity securities
|
64
|
|
35
|
|
(19
|
)
|
80
|
|
|||||||
|
Trading securities:
|
|
|
|
|
|
|
|
|
|||||||
|
Exchange-traded funds
|
58
|
|
19
|
|
—
|
|
77
|
|
|||||||
|
Cost method, equity method, and other investments
|
520
|
|
—
|
|
—
|
|
NA
|
|
|||||||
|
Total investments
|
$
|
15,312
|
|
$
|
224
|
|
$
|
(193
|
)
|
$
|
14,823
|
|
|||
Information regarding the Company’s condensed consolidated balance sheets presentation at
July 31, 2015
and
April 24, 2015
is as follows:
|
|
July 31, 2015
|
April 24, 2015
|
|||||||||||||
|
(in millions)
|
Investments
|
Other Assets
|
Investments
|
Other Assets
|
|||||||||||
|
Available-for-sale securities
|
$
|
14,924
|
|
$
|
164
|
|
$
|
14,560
|
|
$
|
186
|
|
|||
|
Trading securities
|
79
|
|
—
|
|
77
|
|
—
|
|
|||||||
|
Cost method, equity method, and other investments
|
—
|
|
497
|
|
—
|
|
520
|
|
|||||||
|
Total
|
$
|
15,003
|
|
$
|
661
|
|
$
|
14,637
|
|
$
|
706
|
|
|||
12
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following tables show the gross unrealized losses and fair values of the Company’s available-for-sale securities that have been in a continuous unrealized loss position deemed to be temporary, aggregated by investment category as of
July 31, 2015
and
April 24, 2015
:
|
|
July 31, 2015
|
||||||||||||||
|
|
Less than 12 months
|
More than 12 months
|
|||||||||||||
|
(in millions)
|
Fair Value
|
Unrealized
Losses
|
Fair Value
|
Unrealized
Losses
|
|||||||||||
|
Corporate debt securities
|
$
|
2,677
|
|
$
|
(29
|
)
|
$
|
71
|
|
$
|
(3
|
)
|
|||
|
Auction rate securities
|
—
|
|
—
|
|
102
|
|
(7
|
)
|
|||||||
|
Mortgage-backed securities
|
642
|
|
(9
|
)
|
242
|
|
(4
|
)
|
|||||||
|
U.S. government and agency securities
|
958
|
|
(7
|
)
|
263
|
|
(3
|
)
|
|||||||
|
Debt funds
|
1,676
|
|
(131
|
)
|
715
|
|
(105
|
)
|
|||||||
|
Marketable equity securities
|
4
|
|
(1
|
)
|
—
|
|
—
|
|
|||||||
|
Total
|
$
|
5,957
|
|
$
|
(177
|
)
|
$
|
1,393
|
|
$
|
(122
|
)
|
|||
|
|
April 24, 2015
|
||||||||||||||
|
|
Less than 12 months
|
More than 12 months
|
|||||||||||||
|
(in millions)
|
Fair Value
|
Unrealized
Losses
|
Fair Value
|
Unrealized
Losses
|
|||||||||||
|
Corporate debt securities
|
$
|
944
|
|
$
|
(9
|
)
|
$
|
34
|
|
$
|
(1
|
)
|
|||
|
Auction rate securities
|
—
|
|
—
|
|
105
|
|
(4
|
)
|
|||||||
|
Mortgage-backed securities
|
346
|
|
(3
|
)
|
206
|
|
(3
|
)
|
|||||||
|
U.S. government and agency securities
|
356
|
|
(1
|
)
|
267
|
|
(3
|
)
|
|||||||
|
Debt funds
|
1,291
|
|
(109
|
)
|
559
|
|
(41
|
)
|
|||||||
|
Marketable equity securities
|
4
|
|
(19
|
)
|
—
|
|
—
|
|
|||||||
|
Total
|
$
|
2,941
|
|
$
|
(141
|
)
|
$
|
1,171
|
|
$
|
(52
|
)
|
|||
Activity related to the Company’s investment portfolio is as follows:
(a) Includes available-for-sale debt securities.
|
|
Three months ended
|
||||||||||||||
|
|
July 31, 2015
|
July 25, 2014
|
|||||||||||||
|
(in millions)
|
Debt (a)
|
Equity (b)
|
Debt (a)
|
Equity (b)
|
|||||||||||
|
Proceeds from sales
|
$
|
1,237
|
|
$
|
29
|
|
$
|
1,830
|
|
$
|
23
|
|
|||
|
Gross realized gains
|
5
|
|
12
|
|
11
|
|
19
|
|
|||||||
|
Gross realized losses
|
(5
|
)
|
—
|
|
(3
|
)
|
—
|
|
|||||||
|
Impairment losses recognized
|
—
|
|
(23
|
)
|
—
|
|
(1
|
)
|
|||||||
(b) Includes marketable equity securities, cost method, equity method, exchange-traded funds, and other investments.
Credit losses represent the difference between the present value of cash flows expected to be collected on certain mortgage-backed securities and auction rate securities and the amortized cost of these securities. Based on the Company’s assessment of the credit quality of the underlying collateral and credit support available to each of the remaining securities in which invested, the Company believes it has recorded all necessary other-than-temporary impairments as the Company does not have the intent to sell, nor is it more likely than not that the Company will be required to sell, before recovery of the amortized cost.
As of
July 31, 2015
and
April 24, 2015
, the credit loss portion of other-than temporary impairments on debt securities was not significant. The total reductions for available-for-sale debt securities sold during the three months ended
July 31, 2015
and
July 25, 2014
were not significant. The total other-than-temporary impairment losses on available-for-sale debt securities for the three months ended
July 31, 2015
and
July 25, 2014
were not significant.
13
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The
July 31, 2015
balance of available-for-sale debt securities, excluding debt funds which have no single maturity date, by contractual maturity is shown in the following table. Within the table, maturities of mortgage-backed securities have been allocated based upon timing of estimated cash flows assuming no change in the current interest rate environment. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.
|
(in millions)
|
July 31, 2015
|
||
|
Due in one year or less
|
$
|
2,165
|
|
|
Due after one year through five years
|
6,559
|
|
|
|
Due after five years through ten years
|
3,191
|
|
|
|
Due after ten years
|
191
|
|
|
|
Total
|
$
|
12,106
|
|
The Company holds investments in marketable equity securities which are classified as
investments
in the condensed consolidated balance sheets. The aggregate carrying amount of these investments was
$61 million
and
$80 million
as of
July 31, 2015
and
April 24, 2015
, respectively. During the three months ended
July 31, 2015
, the Company determined that the fair value of certain marketable equity securities were below their carrying values and that the carrying values of these investments were not expected to be recoverable within a reasonable period of time. As a result, the Company recognized
$20 million
in impairment charges for the three months ended
July 31, 2015
, which were recorded within
other expense, net
in the condensed consolidated statements of income. The Company did not record any significant impairment charges related to marketable equity securities during the three months ended
July 25, 2014
.
As of
July 31, 2015
and
April 24, 2015
, the aggregate carrying amount of equity and other securities without a quoted market price and accounted for using the cost or equity method was
$497 million
and
$520 million
, respectively. The total carrying value of these investments is reviewed quarterly for changes in circumstance or the occurrence of events that suggest the Company’s investment may not be recoverable. The value of cost or equity method investments is not adjusted if there are no identified events or changes in circumstances that may have a material adverse effect on the fair value of the investment. The Company did not record any significant impairment charges related to cost method investments during the three months ended
July 31, 2015
.
Assets and Liabilities That Are Measured at Fair Value on a Recurring Basis
The authoritative guidance is principally applied to financial assets and liabilities such as marketable equity securities and debt and equity securities that are classified and accounted for as trading and available-for-sale, as well as derivative instruments and contingent consideration associated with acquisitions subsequent to April 24, 2009. Derivatives include cash flow hedges, freestanding derivative forward contracts, and fair value hedges. These items are marked-to-market at each reporting period.
14
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis:
|
|
Fair Value as of July 31, 2015
|
Fair Value Measurements
Using Inputs Considered as
|
|||||||||||||
|
(in millions)
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|||||||
|
Corporate debt securities
|
$
|
6,601
|
|
$
|
—
|
|
$
|
6,600
|
|
$
|
1
|
|
|||
|
Auction rate securities
|
102
|
|
—
|
|
—
|
|
102
|
|
|||||||
|
Mortgage-backed securities
|
1,544
|
|
—
|
|
1,544
|
|
—
|
|
|||||||
|
U.S. government and agency securities
|
3,249
|
|
1,600
|
|
1,649
|
|
—
|
|
|||||||
|
Foreign government and agency securities
|
63
|
|
—
|
|
63
|
|
—
|
|
|||||||
|
Certificates of deposit
|
45
|
|
—
|
|
45
|
|
—
|
|
|||||||
|
Other asset-backed securities
|
502
|
|
—
|
|
502
|
|
—
|
|
|||||||
|
Debt funds
|
2,921
|
|
—
|
|
2,921
|
|
—
|
|
|||||||
|
Marketable equity securities
|
61
|
|
61
|
|
—
|
|
—
|
|
|||||||
|
Exchange-traded funds
|
79
|
|
79
|
|
—
|
|
—
|
|
|||||||
|
Derivative assets
|
594
|
|
527
|
|
67
|
|
—
|
|
|||||||
|
Total assets
|
$
|
15,761
|
|
$
|
2,267
|
|
$
|
13,391
|
|
$
|
103
|
|
|||
|
Liabilities:
|
|
|
|
|
|||||||||||
|
Derivative liabilities
|
114
|
|
73
|
|
41
|
|
—
|
|
|||||||
|
Contingent consideration associated with acquisitions subsequent to April 24, 2009
|
291
|
|
—
|
|
—
|
|
291
|
|
|||||||
|
Total liabilities
|
$
|
405
|
|
$
|
73
|
|
$
|
41
|
|
$
|
291
|
|
|||
|
|
Fair Value as of April 24, 2015
|
Fair Value Measurements
Using Inputs Considered as
|
|||||||||||||
|
(in millions)
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|||||||
|
Corporate debt securities
|
$
|
6,378
|
|
$
|
—
|
|
$
|
6,377
|
|
$
|
1
|
|
|||
|
Auction rate securities
|
105
|
|
—
|
|
—
|
|
105
|
|
|||||||
|
Mortgage-backed securities
|
1,478
|
|
—
|
|
1,478
|
|
—
|
|
|||||||
|
U.S. government and agency securities
|
3,139
|
|
1,541
|
|
1,598
|
|
—
|
|
|||||||
|
Foreign government and agency securities
|
85
|
|
—
|
|
85
|
|
—
|
|
|||||||
|
Certificates of deposit
|
44
|
|
—
|
|
44
|
|
—
|
|
|||||||
|
Other asset-backed securities
|
507
|
|
—
|
|
507
|
|
—
|
|
|||||||
|
Debt funds
|
2,930
|
|
—
|
|
2,930
|
|
—
|
|
|||||||
|
Marketable equity securities
|
80
|
|
80
|
|
—
|
|
—
|
|
|||||||
|
Exchange-traded funds
|
77
|
|
77
|
|
—
|
|
—
|
|
|||||||
|
Derivative assets
|
733
|
|
644
|
|
89
|
|
—
|
|
|||||||
|
Total assets
|
$
|
15,556
|
|
$
|
2,342
|
|
$
|
13,108
|
|
$
|
106
|
|
|||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|||||||
|
Derivative liabilities
|
$
|
116
|
|
$
|
45
|
|
$
|
71
|
|
$
|
—
|
|
|||
|
Contingent consideration associated with acquisitions subsequent to April 24, 2009
|
264
|
|
—
|
|
—
|
|
264
|
|
|||||||
|
Total liabilities
|
$
|
380
|
|
$
|
45
|
|
$
|
71
|
|
$
|
264
|
|
|||
15
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table represents the range of the unobservable inputs utilized in the fair value measurement of the auction rate securities classified as Level 3 as of
July 31, 2015
:
|
|
Valuation Technique
|
Unobservable Input
|
Range (Weighted Average)
|
|
Auction rate securities
|
Discounted cash flow
|
Years to principal recovery
|
2 yrs. - 12 yrs. (3 yrs.)
|
|
Illiquidity premium
|
6%
|
||
The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The Company’s policy is to recognize transfers into and out of levels within the fair value hierarchy at the end of the fiscal quarter in which the actual event or change in circumstances that caused the transfer occurs. There were no transfers between Level 1, Level 2, or Level 3 during the three months ended
July 31, 2015
or
July 25, 2014
. 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.
The following tables provide a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3):
|
Three months ended July 31, 2015
|
|
|
|
|
|
|
|||||
|
(in millions)
|
Total Level 3
Investments
|
Corporate Debt
Securities
|
Auction Rate
Securities
|
||||||||
|
Balance as of April 24, 2015
|
$
|
106
|
|
$
|
1
|
|
$
|
105
|
|
||
|
Total unrealized (losses) included in other comprehensive income
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||
|
Balance as of July 31, 2015
|
$
|
103
|
|
$
|
1
|
|
$
|
102
|
|
||
|
Three months ended July 25, 2014
|
|
|
|
|
|
|
|||||
|
(in millions)
|
Total Level 3
Investments |
Corporate Debt
Securities |
Auction Rate
Securities |
||||||||
|
Balance as of April 25, 2014
|
$
|
106
|
|
$
|
9
|
|
$
|
97
|
|
||
|
Total unrealized gains included in other comprehensive income
|
2
|
|
—
|
|
2
|
|
|||||
|
Balance as of July 25, 2014
|
$
|
108
|
|
$
|
9
|
|
$
|
99
|
|
||
Assets and Liabilities That Are Measured at Fair Value on a Nonrecurring Basis
Non-financial assets such as equity and other securities that are accounted for using the cost or equity method, goodwill and IPR&D, intangible assets, and property, plant, and equipment are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment is recognized.
The Company holds investments in equity and other securities that are accounted for using the cost or equity method, which are classified as
other assets
in the condensed consolidated balance sheets. The aggregate carrying amount of these investments was
$497 million
as of
July 31, 2015
and
$520 million
as of
April 24, 2015
. These cost or equity method investments are measured at fair value on a nonrecurring basis. The fair value of the Company’s cost or equity method investments is not estimated if there are no identified events or changes in circumstance that may have a significant adverse effect on the fair value of these investments. The Company did not record any significant impairment charges related to cost method investments during the three months ended
July 31, 2015
. The Company recognized
$9 million
in impairment charges during the three months ended
July 25, 2014
. These investments fall within Level 3 of the fair value hierarchy, due to the use of significant unobservable inputs to determine fair value, as the investments are privately-held entities without quoted market prices. To determine the fair value of these investments, the Company used all pertinent financial information available related to the entities, including financial statements and market participant valuations from recent and proposed equity offerings.
The Company assesses the impairment of goodwill annually in the third quarter at the reporting unit level and whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired. The aggregate carrying amount of goodwill was
$40.657 billion
and
$40.530 billion
as of
July 31, 2015
and
April 24, 2015
, respectively. The Company did not record any goodwill impairment during the three months ended
July 31, 2015
or
July 25, 2014
.
The Company assesses IPR&D for impairment annually in the third quarter and whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired. The aggregate carrying amount of IPR&D was
$556 million
and
$470 million
as of
July 31, 2015
and
April 24, 2015
, respectively. Similar to the goodwill impairment test, the IPR&D impairment test 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 IPR&D asset fair values over their carrying values utilizing a
16
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
discounted future cash flow analysis. During the three months ended
July 31, 2015
and
July 25, 2014
, the Company did not record any significant IPR&D impairments. Due to the nature of IPR&D projects, the Company may experience future delays or failures to obtain regulatory approvals to conduct clinical trials, failures of such clinical trials, delays or failures to obtain required market clearances or other failures to achieve a commercially viable product, and as a result, may record impairment losses in the future.
The Company assesses intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset (asset group) may not be recoverable. The aggregate carrying amount of intangible assets, excluding IPR&D and non-amortizable tradenames, was
$27.143 billion
as of
July 31, 2015
and
$27.381 billion
as of
April 24, 2015
. When events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable, the Company calculates the excess of an intangible asset's carrying value over its undiscounted future cash flows. If the carrying value is not recoverable, an impairment loss is recorded 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 record any significant intangible asset impairments during the three months ended
July 31, 2015
or
July 25, 2014
.
The Company assesses property, plant, and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of property, plant, and equipment assets may not be recoverable. The Company did not record any significant impairments of property, plant, and equipment during the three months ended
July 31, 2015
. As part of the Company’s restructuring initiatives, the Company recorded property, plant, and equipment impairments of
$9 million
during the three months ended
July 25, 2014
within
restructuring charges, net
in the condensed consolidated statements of income. For further discussion of the restructuring initiatives refer to Note 4 to the condensed consolidated financial statements.
Financial Instruments Not Measured at Fair Value
As of
July 31, 2015
, the total estimated fair value of the Company’s long-term debt, including the short-term portion, was
$31.924 billion
compared to a principal value of
$31.125 billion
; as of
April 24, 2015
, the total estimated fair value was
$34.637 billion
compared to a principal value of
$32.125 billion
.The fair value was estimated using quoted market prices for the publicly registered senior notes, which are classified as Level 2 within the fair value hierarchy. The fair values and principal values consider the terms of the related debt and exclude the impacts of debt discounts and derivative/hedging activity.
Commercial Paper
The Company maintains a commercial paper program that allows the Company to have a maximum of
$3.500 billion
in commercial paper outstanding, with maturities up to
364 days
from the date of issuance. Commercial paper amounts outstanding as of
July 31, 2015
totaled
$425 million
.
No
amounts were outstanding as of
April 24, 2015
. During the three months ended
July 31, 2015
, the weighted average original maturity of the commercial paper outstanding was approximately
37
days, and the weighted average interest rate was
0.33
percent. The issuance of commercial paper proportionately reduced the amount of credit available under the Company’s existing Credit Facility, as defined below.
Line of Credit
The Company has a
$3.500 billion
five
year credit facility (Credit Facility) which provides back up funding for the commercial paper program described above. As of
July 31, 2015
and
April 24, 2015
,
no
amounts were outstanding.
Interest rates 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 remained in compliance with as of
July 31, 2015
.
17
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Long-Term Debt
Long-term debt consisted of the following:
|
(in millions, except interest rates)
|
Maturity by
Fiscal Year
|
Payable as of July 31, 2015
|
Payable as of April 24, 2015
|
|||||||
|
Floating rate three-year 2014 senior notes
|
2017
|
$
|
250
|
|
$
|
250
|
|
|||
|
0.875 percent three-year 2014 senior notes
|
2017
|
250
|
|
250
|
|
|||||
|
6.000 percent ten-year 2008 CIFSA senior notes
|
2018
|
1,150
|
|
1,150
|
|
|||||
|
1.500 percent three-year 2015 senior notes
|
2018
|
1,000
|
|
1,000
|
|
|||||
|
1.375 percent five-year 2013 senior notes
|
2018
|
1,000
|
|
1,000
|
|
|||||
|
5.600 percent ten-year 2009 senior notes
|
2019
|
400
|
|
400
|
|
|||||
|
4.450 percent ten-year 2010 senior notes
|
2020
|
1,250
|
|
1,250
|
|
|||||
|
4.200 percent ten-year 2010 CIFSA senior notes
|
2020
|
600
|
|
600
|
|
|||||
|
2.500 percent five-year 2015 senior notes
|
2020
|
2,500
|
|
2,500
|
|
|||||
|
Floating rate five-year 2015 senior notes
|
2020
|
500
|
|
500
|
|
|||||
|
4.125 percent ten-year 2011 senior notes
|
2021
|
500
|
|
500
|
|
|||||
|
3.125 percent ten-year 2012 senior notes
|
2022
|
675
|
|
675
|
|
|||||
|
3.200 percent ten-year 2012 CIFSA senior notes
|
2022
|
650
|
|
650
|
|
|||||
|
3.150 percent seven-year 2015 senior notes
|
2022
|
2,500
|
|
2,500
|
|
|||||
|
2.750 percent ten-year 2013 senior notes
|
2023
|
1,250
|
|
1,250
|
|
|||||
|
2.950 percent ten-year 2013 CIFSA senior notes
|
2023
|
750
|
|
750
|
|
|||||
|
3.625 percent ten-year 2014 senior notes
|
2024
|
850
|
|
850
|
|
|||||
|
3.500 percent ten-year 2015 senior notes
|
2025
|
4,000
|
|
4,000
|
|
|||||
|
4.375 percent twenty-year 2015 senior notes
|
2035
|
2,500
|
|
2,500
|
|
|||||
|
6.550 percent thirty-year 2007 CIFSA senior notes
|
2037
|
850
|
|
850
|
|
|||||
|
6.500 percent thirty-year 2009 senior notes
|
2039
|
300
|
|
300
|
|
|||||
|
5.550 percent thirty-year 2010 senior notes
|
2040
|
500
|
|
500
|
|
|||||
|
4.500 percent thirty-year 2012 senior notes
|
2042
|
400
|
|
400
|
|
|||||
|
4.000 percent thirty-year 2013 senior notes
|
2043
|
750
|
|
750
|
|
|||||
|
4.625 percent thirty-year 2014 senior notes
|
2044
|
650
|
|
650
|
|
|||||
|
4.625 percent thirty-year 2015 senior notes
|
2045
|
4,000
|
|
4,000
|
|
|||||
|
Three-year term loan
|
2018
|
3,000
|
|
3,000
|
|
|||||
|
Interest rate swaps (Note 8)
|
2017 - 2022
|
62
|
|
79
|
|
|||||
|
Deferred gains from interest rate swap terminations, net
|
-
|
1
|
|
3
|
|
|||||
|
Capital lease obligations
|
2017 - 2025
|
125
|
|
129
|
|
|||||
|
Bank borrowings
|
2021
|
38
|
|
17
|
|
|||||
|
Debt premium
|
2017 - 2045
|
458
|
|
499
|
|
|||||
|
Total Long-Term Debt
|
$
|
33,709
|
|
$
|
33,752
|
|
||||
Senior Notes
The Company has outstanding unsecured senior obligations including those indicated as senior notes in the long-term debt table above (collectively, the Senior Notes). The Senior Notes rank equally with all other unsecured and unsubordinated indebtedness of the Company. The indentures under which the Senior Notes were issued contain customary covenants, all of which the Company remains in compliance with as of
July 31, 2015
. The Company used the net proceeds from the sale of the Senior Notes primarily for working capital and general corporate uses, which includes the repayment of other indebtedness of the Company, and to fund the acquisition of Covidien in fiscal year 2015. For additional information regarding the terms of these agreements, refer to Note 8 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended
April 24, 2015
.
18
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company uses operational and economic hedges, as well as currency exchange rate derivative contracts and interest rate derivative instruments, to manage the impact of currency exchange and interest rate changes on earnings and cash flows. In 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 forward contract, the derivative is designated as either a freestanding derivative or a cash flow hedge. The primary currencies of the derivative instruments are the Euro and Japanese Yen. The Company does not enter into currency exchange rate derivative contracts for speculative purposes. The gross notional amount of all currency exchange rate derivative instruments outstanding at
July 31, 2015
and
April 24, 2015
was
$9.240 billion
and
$9.782 billion
, respectively. The aggregate currency exchange rate gains (losses) for the three months ended
July 31, 2015
and
July 25, 2014
were
$43 million
and
$(12) million
, respectively.
The information that follows explains the various types of derivatives and financial instruments used by the Company, how and why the Company uses such instruments, and how such instruments impact the Company’s condensed consolidated balance sheets, statements of income, and statements of cash flows.
Freestanding Derivative Forward Contracts
Freestanding derivative forward contracts are used to offset the Company’s exposure to the change in value of specific foreign currency denominated assets and liabilities and to offset variability of cash flows associated with forecasted transactions denominated in a foreign currency. The gross notional amount of these contracts, not designated as hedging instruments, outstanding at
July 31, 2015
and
April 24, 2015
, was
$3.447 billion
and
$4.713 billion
, respectively.
The amount and location of the gains (losses) in the condensed consolidated statements of income related to derivative instruments, not designated as hedging instruments, for the three months ended
July 31, 2015
and
July 25, 2014
are as follows:
Cash Flow Hedges
|
(in millions)
|
|
Three months ended
|
||||||||
|
Derivatives Not Designated as Hedging Instruments
|
Location
|
July 31, 2015
|
July 25, 2014
|
|||||||
|
Foreign currency exchange rate contracts gains (losses)
|
Other expense, net
|
$
|
20
|
|
$
|
(24
|
)
|
|||
Foreign Currency Exchange Rate Risk
Forward contracts designated as cash flow hedges are designed to hedge the variability of cash flows associated with forecasted transactions denominated in a foreign currency that will take place in the future. No gains or losses relating to ineffectiveness of foreign currency cash flow hedges were recognized in earnings during the three months ended
July 31, 2015
or
July 25, 2014
. No components of the hedge contracts were excluded in the measurement of hedge ineffectiveness and no hedges were derecognized or discontinued during the three months ended
July 31, 2015
or
July 25, 2014
. The gross notional amount of these contracts, designated as cash flow hedges, outstanding at
July 31, 2015
and
April 24, 2015
, was
$5.793 billion
and
$5.069 billion
, respectively, and will mature within the subsequent
three
and
two
-year period, respectively.
19
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The amount of gains (losses) and location of the gains (losses) in the condensed consolidated statements of income and other comprehensive income (OCI) related to foreign currency exchange rate contract derivative instruments designated as cash flow hedges for the three months ended
July 31, 2015
and
July 25, 2014
are as follows:
|
Three months ended July 31, 2015
|
|
|
|
|
|
|||||
|
|
Gross Gains (Losses) Recognized in OCI
on Effective Portion of Derivative
|
Effective Portion of Gains (Losses) on Derivative Reclassified from
AOCI into Income
|
||||||||
|
(in millions)
|
||||||||||
|
Derivatives in Cash Flow
Hedging Relationships
|
Amount
|
Location
|
Amount
|
|||||||
|
Foreign currency exchange rate contracts
|
$
|
(14
|
)
|
Other expense, net
|
$
|
95
|
|
|||
|
|
|
|
Cost of products sold
|
(21
|
)
|
|||||
|
Total
|
$
|
(14
|
)
|
|
$
|
74
|
|
|||
|
Three months ended July 25, 2014
|
|
|
|
|
|
|||||
|
|
Gross Gains (Losses) Recognized in OCI
on Effective Portion of Derivative |
Effective Portion of Gains (Losses) on Derivative Reclassified from
AOCI into Income |
||||||||
|
(in millions)
|
||||||||||
|
Derivatives in Cash Flow
Hedging Relationships
|
Amount
|
Location
|
Amount
|
|||||||
|
Foreign currency exchange rate contracts
|
$
|
62
|
|
Other expense, net
|
$
|
2
|
|
|||
|
|
|
|
Cost of products sold
|
(3
|
)
|
|||||
|
Total
|
$
|
62
|
|
|
$
|
(1
|
)
|
|||
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. As of
July 31, 2015
, the Company had
$800 million
of fixed pay, forward starting interest rate swaps with a weighted average fixed-rate of
2.99
percent in anticipation of planned debt issuances.
For the three months ended
July 31, 2015
, the Company reclassified
$3 million
of the effective portion of the net losses on forward starting interest rate derivative instruments from
accumulated other comprehensive loss
to
interest expense, net
. No components of the hedge contracts were excluded in the measurement of hedge ineffectiveness, and no significant hedge ineffectiveness was recorded for the three months ended
July 31, 2015
.
For the three months ended
July 25, 2014
, the Company reclassified
$2 million
of the effective portion of the net losses on forward starting interest rate derivative instruments from
accumulated other comprehensive loss
to
interest expense, net
.
The unrealized losses on outstanding forward starting interest rate swap derivative instruments as of
July 31, 2015
and
April 24, 2015
were
$40 million
and
$71 million
, respectively. Unrealized losses on outstanding forward starting interest rate swap derivative instruments were recorded in
other long-term liabilities,
with the offset recorded in
accumulated other comprehensive loss
in the condensed consolidated balance sheets.
As of
July 31, 2015
and
April 24, 2015
, the Company had
$182 million
and
$210 million
, respectively, in after-tax net unrealized gains associated with cash flow hedging instruments recorded in
accumulated other comprehensive loss
. The Company expects that
$197 million
of after-tax net unrealized gains as of
July 31, 2015
will be reclassified into the condensed consolidated statements of income over the next 12 months.
Fair Value Hedges
Interest rate derivative instruments designated as fair value hedges are designed to manage the exposure to interest rate movements and to reduce borrowing costs by converting fixed-rate debt into floating-rate debt. Under these agreements, the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount.
As of both
July 31, 2015
and
April 24, 2015
, the Company had interest rate swaps in gross notional amounts of
$2.025 billion
designated as fair value hedges of underlying fixed-rate senior note obligations. For additional information regarding the terms of the Company’s interest rate swap agreements, refer to Note 9 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended
April 24, 2015
.
20
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The market value of outstanding interest rate swap agreements was a net
$25 million
unrealized gain, and the market value of the hedged item was a net
$25 million
unrealized loss at
July 31, 2015
, which were recorded in
other assets, prepaid expenses and other current assets,
and
other long-term liabilities
with the offsets recorded in
long-term debt
and
short-term borrowings
in the condensed consolidated balance sheets. No hedge ineffectiveness was recorded as a result of these fair value hedges for the three months ended
July 31, 2015
or
July 25, 2014
.
During the three months ended
July 31, 2015
and
July 25, 2014
, the Company did not have any significant ineffective fair value hedging instruments. In addition, the Company did not recognize any significant gains or losses during the three months ended
July 31, 2015
or
July 25, 2014
on firm commitments that no longer qualify as fair value hedges.
Balance Sheet Presentation
The following tables summarize the location and fair value amounts of derivative instruments reported in the condensed consolidated balance sheets as of
July 31, 2015
and
April 24, 2015
. 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 and are further segregated by type of contract within those two categories.
|
July 31, 2015
|
|
|
|
|
|
|
|||||
|
|
Asset Derivatives
|
Liability Derivatives
|
|||||||||
|
(in millions)
|
|
Fair Value
|
Balance Sheet Location
|
Fair Value
|
|||||||
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|||||
|
Interest rate contracts
|
Prepaid expenses and
other current assets |
$
|
5
|
|
Other accrued expenses
|
$
|
—
|
|
|||
|
Foreign currency exchange rate contracts
|
Prepaid expenses and
other current assets
|
343
|
|
Other accrued expenses
|
30
|
|
|||||
|
Interest rate contracts
|
Other assets
|
62
|
|
Other long-term liabilities
|
41
|
|
|||||
|
Foreign currency exchange rate contracts
|
Other assets
|
111
|
|
Other long-term liabilities
|
7
|
|
|||||
|
Total derivatives designated as hedging instruments
|
|
$
|
521
|
|
|
$
|
78
|
|
|||
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|||||
|
Foreign currency exchange rate contracts
|
Prepaid expenses and
other current assets
|
$
|
73
|
|
Other accrued expenses
|
$
|
36
|
|
|||
|
Total derivatives not designated as hedging instruments
|
|
$
|
73
|
|
|
$
|
36
|
|
|||
|
Total derivatives
|
|
$
|
594
|
|
|
$
|
114
|
|
|||
21
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
April 24, 2015
|
|
|
|
|
|
|
|||||
|
|
Asset Derivatives
|
Liability Derivatives
|
|||||||||
|
(in millions)
|
Balance Sheet Location
|
Fair Value
|
Balance Sheet Location
|
Fair Value
|
|||||||
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|||||
|
Interest rate contracts
|
Prepaid expenses and
other current assets |
$
|
10
|
|
Other accrued expenses
|
$
|
—
|
|
|||
|
Foreign currency exchange rate contracts
|
Prepaid expenses and
other current assets
|
382
|
|
Other accrued expenses
|
12
|
|
|||||
|
Interest rate contracts
|
Other assets
|
79
|
|
Other long-term liabilities
|
71
|
|
|||||
|
Foreign currency exchange rate contracts
|
Other assets
|
143
|
|
Other long-term liabilities
|
3
|
|
|||||
|
Total derivatives designated as hedging instruments
|
|
$
|
614
|
|
|
$
|
86
|
|
|||
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|||||
|
Foreign currency exchange rate contracts
|
Prepaid expenses and
other current assets
|
$
|
119
|
|
Other accrued expenses
|
$
|
30
|
|
|||
|
Total derivatives not designated as hedging instruments
|
|
$
|
119
|
|
|
$
|
30
|
|
|||
|
Total derivatives
|
|
$
|
733
|
|
|
$
|
116
|
|
|||
The Company has elected to present the fair value of derivative assets and liabilities within the condensed consolidated balance sheets on a gross basis even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation. The following table provides information as if the Company had elected to offset the asset and liability balances of derivative instruments, netted in accordance with various criteria as stipulated by the terms of the master netting arrangements with each of the counterparties. Derivatives not subject to master netting arrangements are not eligible for net presentation.
|
July 31, 2015
|
Gross Amount Not Offset on the Balance Sheet
|
|||||||||||||||
|
(in millions)
|
Gross Amount of Recognized Assets (Liabilities)
|
Financial Instruments
|
Collateral (Received) or Posted
|
Net Amount
|
||||||||||||
|
Derivative Assets
|
||||||||||||||||
|
Foreign currency exchange rate contracts
|
$
|
527
|
|
$
|
(75
|
)
|
$
|
(270
|
)
|
$
|
182
|
|
||||
|
Interest rate contracts
|
67
|
|
(6
|
)
|
(13
|
)
|
48
|
|
||||||||
|
$
|
594
|
|
$
|
(81
|
)
|
$
|
(283
|
)
|
$
|
230
|
|
|||||
|
Derivative Liabilities
|
||||||||||||||||
|
Foreign currency exchange rate contracts
|
$
|
(73
|
)
|
$
|
58
|
|
$
|
—
|
|
$
|
(15
|
)
|
||||
|
Interest rate contracts
|
(41
|
)
|
23
|
|
—
|
|
(18
|
)
|
||||||||
|
$
|
(114
|
)
|
$
|
81
|
|
$
|
—
|
|
$
|
(33
|
)
|
|||||
|
Total
|
$
|
480
|
|
$
|
—
|
|
$
|
(283
|
)
|
$
|
197
|
|
||||
22
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
April 24, 2015
|
Gross Amount Not Offset on the Balance Sheet
|
|||||||||||||||
|
(in millions)
|
Gross Amount of Recognized Assets (Liabilities)
|
Financial Instruments
|
Collateral (Received) or Posted
|
Net Amount
|
||||||||||||
|
Derivative Assets
|
||||||||||||||||
|
Foreign currency exchange rate contracts
|
$
|
644
|
|
$
|
(61
|
)
|
$
|
(325
|
)
|
$
|
258
|
|
||||
|
Interest rate contracts
|
89
|
|
(10
|
)
|
(13
|
)
|
66
|
|
||||||||
|
$
|
733
|
|
$
|
(71
|
)
|
$
|
(338
|
)
|
$
|
324
|
|
|||||
|
Derivative Liabilities
|
||||||||||||||||
|
Foreign currency exchange rate contracts
|
$
|
(45
|
)
|
$
|
31
|
|
$
|
—
|
|
$
|
(14
|
)
|
||||
|
Interest rate contracts
|
(71
|
)
|
40
|
|
8
|
|
(23
|
)
|
||||||||
|
$
|
(116
|
)
|
$
|
71
|
|
$
|
8
|
|
$
|
(37
|
)
|
|||||
|
Total
|
$
|
617
|
|
$
|
—
|
|
$
|
(330
|
)
|
$
|
287
|
|
||||
Inventories are stated at the lower of cost or market, with cost determined on a first-in, first-out basis. The Company reduces the carrying value of inventories for those items that are potentially excess, obsolete or slow-moving based on changes in customer demand, technology developments, or other economic factors. Inventory balances are as follows:
|
(in millions)
|
July 31, 2015
|
April 24, 2015
|
|||||
|
Finished goods
|
$
|
2,187
|
|
$
|
2,268
|
|
|
|
Work in-process
|
501
|
|
509
|
|
|||
|
Raw materials
|
716
|
|
686
|
|
|||
|
Total
|
$
|
3,404
|
|
$
|
3,463
|
|
|
The changes in the carrying amount of goodwill for the three months ended
July 31, 2015
are as follows:
|
(in millions)
|
Cardiac and Vascular Group
|
Minimally Invasive Therapies Group
|
Restorative Therapies Group
|
Diabetes Group
|
Total
|
||||||||||||||
|
Balance as of April 24, 2015
|
$
|
5,855
|
|
$
|
23,399
|
|
$
|
9,424
|
|
$
|
1,852
|
|
$
|
40,530
|
|
||||
|
Goodwill as a result of acquisitions
|
95
|
|
—
|
|
—
|
|
—
|
|
95
|
|
|||||||||
|
Purchase accounting adjustments, net
|
—
|
|
28
|
|
6
|
|
—
|
|
34
|
|
|||||||||
|
Currency adjustment, net
|
(6
|
)
|
—
|
|
3
|
|
1
|
|
(2
|
)
|
|||||||||
|
Balance as of July 31, 2015
|
$
|
5,944
|
|
$
|
23,427
|
|
$
|
9,433
|
|
$
|
1,853
|
|
$
|
40,657
|
|
||||
During the three months ended
July 31, 2015
, the Company recorded
$34 million
of purchase accounting adjustments, net, primarily related to the Covidien acquisition. See Note 3 to the condensed consolidated financial statements for additional information on purchase accounting adjustments related to the Covidien acquisition.
23
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The gross carrying amount and accumulated amortization of intangible assets at
July 31, 2015
and
April 24, 2015
are as follows:
|
July 31, 2015
|
April 24, 2015
|
||||||||||||||
|
(in millions)
|
Gross Carrying Amount
|
Accumulated Amortization
|
Gross Carrying Amount
|
Accumulated Amortization
|
|||||||||||
|
Amortizable:
|
|||||||||||||||
|
Customer-related
|
$
|
18,495
|
|
$
|
(537
|
)
|
$
|
18,492
|
|
$
|
(273
|
)
|
|||
|
Purchased technology and patents
|
11,142
|
|
(2,457
|
)
|
11,118
|
|
(2,268
|
)
|
|||||||
|
Trademarks and tradenames
|
850
|
|
(384
|
)
|
640
|
|
(363
|
)
|
|||||||
|
Other
|
79
|
|
(45
|
)
|
79
|
|
(44
|
)
|
|||||||
|
Total
|
$
|
30,566
|
|
$
|
(3,423
|
)
|
$
|
30,329
|
|
$
|
(2,948
|
)
|
|||
|
Non-Amortizable:
|
|||||||||||||||
|
IPR&D
|
$
|
556
|
|
$
|
470
|
|
|||||||||
|
Tradenames
|
—
|
|
250
|
|
|||||||||||
|
Total
|
$
|
556
|
|
$
|
720
|
|
|||||||||
Amortization expense for the three months ended
July 31, 2015
and
July 25, 2014
was
$481 million
and
$87 million
, respectively.
Estimated aggregate amortization expense based on the current carrying value of amortizable intangible assets as of
July 31, 2015
, excluding any possible future amortization associated with acquired IPR&D, which has not met technological feasibility, is as follows:
|
(in millions)
Fiscal Year
|
Estimated
Amortization Expense
|
||
|
Remaining 2016
|
$
|
1,453
|
|
|
2017
|
1,890
|
|
|
|
2018
|
1,860
|
|
|
|
2019
|
1,768
|
|
|
|
2020
|
1,720
|
|
|
|
2021
|
1,703
|
|
|
The Company’s effective tax rates for the three months ended
July 31, 2015
and
July 25, 2014
were
12.8
percent and
19.6
percent, respectively. The change in the Company’s effective tax rate for the three months ended
July 31, 2015
was primarily due to the impact of restructuring charges, net, acquisition-related items, and the impact from the acquisition of Covidien.
During the three months ended
July 31, 2015
, the Company's gross unrecognized tax benefits decreased from
$2.860 billion
to
$2.561 billion
. In addition, the Company has accrued gross interest and penalties of
$580 million
as of
July 31, 2015
. If all of the Company’s unrecognized tax benefits were recognized, approximately
$1.982 billion
would impact the Company’s effective tax rate. The Company has recorded
$5 million
of gross unrecognized tax benefits as a current liability and
$2.556 billion
as a long-term liability.
The Company will continue to recognize interest and penalties related to income tax matters within
provision for income taxes
in the condensed consolidated statements of income and record the liability within
accrued income taxes
or
long-term accrued income taxes
in the condensed consolidated balance sheets, as appropriate.
See Note 16 to the condensed consolidated financial statements for additional information regarding the status of current tax audits and proceedings.
24
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Earnings per share is calculated using the two-class method, as the Company's A Preferred Shares, issued as part of the Transactions, are considered a participating security. Accordingly, earnings are allocated to both ordinary shares and participating securities in determining earnings per ordinary share. Due to the limited number of A Preferred Shares outstanding, this allocation had no effect on ordinary earnings per share; therefore, it is not presented below. Basic earnings per share is computed based on the weighted average number of ordinary shares outstanding. Diluted earnings per share is computed based on the weighted average number of ordinary shares outstanding, increased by the number of additional shares that would have been outstanding had the potentially dilutive ordinary shares been issued, and reduced by the number of shares the Company could have repurchased from the proceeds from issuance of the potentially dilutive shares. Potentially dilutive ordinary shares include stock options and other stock-based awards granted under stock-based compensation plans and shares committed to be purchased under the employee stock purchase plan.
The table below sets forth the computation of basic and diluted earnings per share:
|
|
Three months ended
|
||||||
|
(in millions, except per share data)
|
July 31,
2015 |
July 25,
2014 |
|||||
|
Numerator:
|
|
|
|
|
|||
|
Net income attributable to ordinary shareholders
|
$
|
820
|
|
$
|
871
|
|
|
|
Denominator:
|
|
|
|
|
|||
|
Basic – weighted average shares outstanding
|
1,418.1
|
|
992.6
|
|
|||
|
Effect of dilutive securities:
|
|
|
|
|
|||
|
Employee stock options
|
13.2
|
|
7.5
|
|
|||
|
Employee restricted stock units
|
5.0
|
|
5.0
|
|
|||
|
Other
|
0.1
|
|
0.1
|
|
|||
|
Diluted – weighted average shares outstanding
|
1,436.4
|
|
1,005.2
|
|
|||
|
|
|
|
|
||||
|
Basic earnings per share
|
$
|
0.58
|
|
$
|
0.88
|
|
|
|
Diluted earnings per share
|
$
|
0.57
|
|
$
|
0.87
|
|
|
The calculation of weighted average diluted shares outstanding excludes options for approximately
1 million
shares of common stock for the three months ended
July 31, 2015
because their effect would have been anti-dilutive on the Company’s earnings per share. For the three months ended
July 25, 2014
, there were no options that would have had an anti-dilutive effect on the Company's earnings per share.
25
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Under the fair value recognition provisions of U.S. GAAP for accounting for stock-based compensation, the Company measures stock-based compensation expense at the grant date based on the fair value of the award and recognizes the compensation expense over the requisite service period, which is generally the vesting period.
The following table presents the components and classification of stock-based compensation expense recognized for the three months ended
July 31, 2015
and
July 25, 2014
:
|
|
Three months ended
|
||||||
|
(in millions)
|
July 31,
2015 |
July 25,
2014 |
|||||
|
Stock options
|
$
|
57
|
|
$
|
6
|
|
|
|
Restricted stock awards
|
34
|
|
23
|
|
|||
|
Employee stock purchase plan
|
5
|
|
5
|
|
|||
|
Total stock-based compensation expense
|
$
|
96
|
|
$
|
34
|
|
|
|
Cost of products sold
|
$
|
12
|
|
$
|
4
|
|
|
|
Research and development expense
|
8
|
|
6
|
|
|||
|
Selling, general, and administrative expense
|
49
|
|
24
|
|
|||
|
Restructuring charges, net
|
8
|
|
—
|
|
|||
|
Acquisition-related items
|
19
|
|
—
|
|
|||
|
Total stock-based compensation expense
|
$
|
96
|
|
$
|
34
|
|
|
|
Income tax benefits
|
(29
|
)
|
(9
|
)
|
|||
|
Total stock-based compensation expense, net of tax
|
$
|
67
|
|
$
|
25
|
|
|
The Company sponsors various retirement benefit plans, including defined benefit pension plans (pension benefits), post-retirement medical plans, defined contribution savings plans, and termination indemnity plans, covering substantially all U.S. employees and many employees outside the U.S. The net periodic benefit cost of the defined benefit pension plans includes the following components for the three months ended
July 31, 2015
and
July 25, 2014
:
|
|
U.S. Pension Benefits
|
Non-U.S. Pension Benefits
|
|||||||||||||
|
|
Three months ended
|
Three months ended
|
|||||||||||||
|
(in millions)
|
July 31,
2015 |
July 25,
2014 |
July 31,
2015 |
July 25,
2014 |
|||||||||||
|
Service cost
|
$
|
30
|
|
$
|
26
|
|
$
|
22
|
|
$
|
15
|
|
|||
|
Interest cost
|
31
|
|
26
|
|
9
|
|
8
|
|
|||||||
|
Expected return on plan assets
|
(45
|
)
|
(39
|
)
|
(13
|
)
|
(10
|
)
|
|||||||
|
Amortization of net actuarial loss
|
24
|
|
16
|
|
6
|
|
3
|
|
|||||||
|
Net periodic benefit cost
|
$
|
40
|
|
$
|
29
|
|
$
|
24
|
|
$
|
16
|
|
|||
26
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Changes in AOCI by component are as follows:
|
(in millions)
|
Unrealized Gain (Loss) on Available-for-Sale Securities
|
Cumulative Translation Adjustments (a)
|
Net Change in Retirement Obligations
|
Unrealized Gain (Loss) on Derivatives
|
Total Accumulated Other Comprehensive (Loss) Income
|
||||||||||||||
|
Balance as of April 24, 2015, net of tax
|
$
|
14
|
|
$
|
(277
|
)
|
$
|
(1,131
|
)
|
$
|
210
|
|
$
|
(1,184
|
)
|
||||
|
Other comprehensive (loss) income before reclassifications, before tax
|
(193
|
)
|
(26
|
)
|
(7
|
)
|
14
|
|
(212
|
)
|
|||||||||
|
Tax benefit (expense)
|
70
|
|
—
|
|
—
|
|
(6
|
)
|
64
|
|
|||||||||
|
Other comprehensive (loss) income before reclassifications, net of tax
|
(123
|
)
|
(26
|
)
|
(7
|
)
|
8
|
|
(148
|
)
|
|||||||||
|
Reclassifications, before tax
|
(12
|
)
|
—
|
|
30
|
|
(62
|
)
|
(44
|
)
|
|||||||||
|
Tax benefit (expense)
|
4
|
|
—
|
|
(10
|
)
|
26
|
|
20
|
|
|||||||||
|
Reclassifications, net of tax
|
(8
|
)
|
(b)
|
—
|
|
20
|
|
(c)
|
(36
|
)
|
(d)
|
(24
|
)
|
||||||
|
Other comprehensive (loss) income, net of tax
|
(131
|
)
|
(26
|
)
|
13
|
|
(28
|
)
|
(172
|
)
|
|||||||||
|
Balance as of July 31, 2015, net of tax
|
$
|
(117
|
)
|
$
|
(303
|
)
|
$
|
(1,118
|
)
|
$
|
182
|
|
$
|
(1,356
|
)
|
||||
|
(in millions)
|
Unrealized Gain (Loss) on Available-for-Sale Securities
|
Cumulative Translation Adjustments (a)
|
Net Change in Retirement Obligations
|
Unrealized Gain (Loss) on Derivatives
|
Total Accumulated Other Comprehensive (Loss) Income
|
||||||||||||||
|
Balance as of April 25, 2014, net of tax
|
$
|
(6
|
)
|
$
|
218
|
|
$
|
(765
|
)
|
$
|
(44
|
)
|
$
|
(597
|
)
|
||||
|
Other comprehensive income before reclassifications, before tax
|
107
|
|
1
|
|
4
|
|
55
|
|
167
|
|
|||||||||
|
Tax expense
|
(39
|
)
|
—
|
|
—
|
|
(19
|
)
|
(58
|
)
|
|||||||||
|
Other comprehensive income before reclassifications, net of tax
|
68
|
|
1
|
|
4
|
|
36
|
|
109
|
|
|||||||||
|
Reclassifications, before tax
|
(21
|
)
|
—
|
|
19
|
|
3
|
|
1
|
|
|||||||||
|
Tax benefit (expense)
|
7
|
|
—
|
|
(6
|
)
|
(2
|
)
|
(1
|
)
|
|||||||||
|
Reclassifications, net of tax
|
(14
|
)
|
(b)
|
—
|
|
13
|
|
(c)
|
1
|
|
(d)
|
—
|
|
||||||
|
Other comprehensive income, net of tax
|
54
|
|
1
|
|
17
|
|
37
|
|
109
|
|
|||||||||
|
Balance as of July 25, 2014, net of tax
|
$
|
48
|
|
$
|
219
|
|
$
|
(748
|
)
|
$
|
(7
|
)
|
$
|
(488
|
)
|
||||
(a) Taxes are not provided on cumulative translation adjustments as substantially all translation adjustments relate to earnings that are intended to be indefinitely reinvested outside the U.S.
(b) Represents net realized gains on sales of available-for-sale securities that were reclassified from AOCI to
other expense, net
(see Note 5).
(c) Includes net amortization of prior service costs and actuarial losses included in net periodic benefit cost (see Note 14).
(d) Relates to foreign currency cash flow hedges that were reclassified from AOCI to
other expense, net
or
cost of products sold
and forward starting interest rate derivative instruments that were reclassified from AOCI to
interest expense, net
(see Note 8).
The Company and its affiliates are involved in a number of legal actions involving product liability, intellectual property disputes, shareholder related matters, environmental proceedings, income tax disputes, and other matters. The outcomes of these legal actions are not within the Company’s complete control and may not be known for prolonged periods of time. In some actions, the claimants seek damages, as well as other relief (including injunctions barring the sale of products that are the subject of the lawsuit), that could require significant expenditures or result in lost revenues. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. 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
27
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
a change in business practice. As of July 31, 2015 and April 24, 2015, accrued certain litigation charges involving product liability, intellectual property disputes, shareholder related matters, environmental proceedings, and other matters were
$787 million
and
$879 million
, respectively. The Company includes accrued certain litigation charges in
other accrued expenses
and
other long-term liabilities
on the condensed consolidated balance sheets.
In addition to the litigation contingencies referenced below, the Company also has certain guarantee obligations that may potentially result in future costs. While it is not possible to predict the outcome for most of the matters discussed below, the Company believes it is possible that costs associated with them could have a material adverse impact on the Company’s consolidated earnings, financial position, or cash flows.
Product Liability Matters
Sprint Fidelis
In 2007, a putative class action was filed in the Ontario Superior Court of Justice in Canada seeking damages for personal injuries allegedly related to the Company's Sprint Fidelis family of defibrillation leads. On October 20, 2009, the court certified a class proceeding but denied class certification on plaintiffs' claim for punitive damages. Pretrial proceedings are underway. The Company has not recorded 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 cannot reasonably estimate the range of loss, if any, that may result from this matter.
INFUSE Litigation
The Company estimates law firms representing approximately
6,100
claimants have asserted or intend to assert personal injury claims against Medtronic in the U.S. state and federal courts involving the INFUSE bone graft product. As of September 4, 2015, the Company has reached agreements to settle approximately
3,800
of these claims. The Company's accrued expenses for this matter are included within accrued certain litigation charges in
other accrued expenses
and
other long-term liabilities
on the condensed consolidated balance sheets as discussed above.
Other INFUSE Litigation
On June 5, 2014, Humana, Inc. filed a lawsuit for unspecified monetary damages in the U.S. District Court for the Western District of Tennessee, alleging that Medtronic, Inc. violated federal racketeering (RICO) law and various state laws, by conspiring with physicians to promote unapproved uses of INFUSE. The Company has not recorded 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 cannot reasonably estimate the range of loss, if any, that may result from this matter.
Pelvic Mesh Litigation
Covidien currently is 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, 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 July 2015, the Company and Bard agreed that Bard would pay the Company
$121 million
towards the settlement of these claims. The
$121 million
receivable was recorded as an opening balance sheet adjustment related to the Covidien acquisition in the first quarter of fiscal year 2016. 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
11,300
claimants have asserted or intend to assert claims involving products manufactured by Covidien’s subsidiaries. As of September 4, 2015, the Company has reached agreements to settle approximately
2,300
of these claims. The Company's accrued expenses for this matter are included within accrued certain litigation charges in
other accrued expenses
and
other long-term liabilities
on the condensed consolidated balance sheets as discussed above.
Patent Litigation
Ethicon
On March 28, 2013, the federal court ruled in favor of Covidien in a patent infringement suit against Ethicon Endo-Surgery, Inc. (Ethicon), a Johnson & Johnson company, relating to Ethicon’s Harmonic
®
line of ultrasonic surgical products. The federal
28
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
court awarded Covidien
$177 million
in damages upon ruling that several of Covidien’s patents were valid, enforceable and infringed by Ethicon. Ethicon appealed the decision. On December 4, 2014, the U.S. Court of Appeals for the Federal Circuit reversed the
$177 million
judgment against Ethicon and ruled that the infringed patent claims were invalid. On July 27, 2015, Medtronic filed a request seeking Supreme Court review of the Federal Circuit’s decision in the case.
Ethicon Endo-Surgery, Inc., et al. v. Covidien, Inc., et al
. is a patent infringement action filed on December 14, 2011 in the U.S. District Court for the Southern District of Ohio, Western Division. The complaint alleges that Covidien’s Sonicision product infringes several of Ethicon’s design and utility patents. Ethicon is seeking monetary damages and injunctive relief. On January 22, 2014, the district court entered summary judgment in Covidien’s favor, ruling that Covidien does not infringe any of the seven Ethicon patents in dispute and declaring five of Ethicon’s patents invalid. Ethicon appealed the district court’s decision and on August 7, 2015, the Court of Appeals for the Federal Circuit issued a ruling affirming in part, reversing in part, and vacating in part. Specifically the decision upholds the finding that Sonicision does not infringe any of the four design patents asserted by Ethicon, upheld the claim construction on of a patent related to ultrasonic dampening components but remanded to the trial court for further proceedings because of factual issues; and reversed the District Court’s finding that an Ethicon patent directed to ultrasonic shears and methods of sealing blood vessels was invalid.
The Company has not recorded an expense related to damages in connection with the patent litigation matters because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company cannot reasonably estimate the range of loss, if any, that may result from these matters.
Shareholder Related Matters
INFUSE
On March 12, 2012, Charlotte Kokocinski filed a shareholder derivative action against both Medtronic, Inc. and certain of its current and former officers and members of its Board of Directors in the U.S. District Court for the District of Minnesota, setting forth certain allegations, including a claim that defendants violated various purported duties in connection with the INFUSE bone graft product and otherwise. On March 25, 2013, the Court dismissed the case without prejudice. On March 30, 2015, the Court granted defendants’ motion to dismiss the Amended Complaint, dismissing the case with prejudice. Plaintiffs are seeking reconsideration of that decision.
In May 2012, Daniel Himmel and the Saratoga Advantage Trust commenced two other separate shareholder derivative actions in Hennepin County, Minnesota, District Court against the same defendants, making allegations similar to those in the
Kokocinski
case. On July 1, 2014, Road Carriers Local 707 Welfare & Pension Funds filed a shareholder derivative action in Hennepin County, Minnesota, District Court against the same defendants making allegations similar to those in the
Kokocinski, Himmel,
and
Saratoga Advantage Trust
cases. On July 24, 2014, Anne Shirley Cutler filed a shareholder derivative action in Hennepin County, Minnesota, District Court against certain of the same defendants making allegations similar to those in the
Kokocinski, Himmel,
and
Saratoga Advantage Trust
cases as well as allegations that defendants violated purported duties in connection with the Synchromed pain pump system. On May 26, 2015, the
Himmel
,
Saratoga Advantage Trust
,
Road Carriers Local 707
, and
Cutler
plaintiffs filed Voluntary Stipulations of Dismissal with Prejudice or statements of non-opposition to dismissal of all INFUSE-related claims and allegations. On June 4, 2015, the Court preliminarily approved the INFUSE-related dismissals with prejudice subject to shareholder notice and an opportunity to intervene. On June 9, 2015 and July 14, 2015, the Company provided notice of the Court's order in a Report on Form 8-K filing. No shareholder intervened within the deadline set by the Court.
On September 26, 2014, Richard Hockstein filed an INFUSE-related shareholder derivative action against both Medtronic, Inc. and certain of its current and former officers and members of its Board of Directors in the U.S. District Court for the District of Minnesota making allegations similar to those in the
Kokocinski
case. West Virginia Pipe Trades and Phil Pace, on June 27, 2013 and July 3, 2013, respectively, filed putative class action complaints against Medtronic, Inc. and certain of its officers in the U.S. District Court for the District of Minnesota, alleging that the defendants made false and misleading public statements regarding the INFUSE Bone Graft product during the period of December 8, 2010 through August 3, 2011.
Shareholder Related Matters Resulting from the Covidien Acquisition
On July 2, 2014, Lewis Merenstein filed a putative shareholder class action in Hennepin County, Minnesota, District Court seeking to enjoin the then-potential acquisition of Covidien. The lawsuit named Medtronic, Inc., Covidien, and each member of the Medtronic, Inc. Board of Directors at the time as defendants, and alleged that the directors breached their fiduciary duties to shareholders with regard to the then-potential acquisition. On August 21, 2014, Kenneth Steiner filed a putative shareholder class action in Hennepin County, Minnesota, District Court, also seeking an injunction to prevent the potential Covidien acquisition. In September 2014, the
Merenstei
n and
Steiner
matters were consolidated and in December 2014, the plaintiffs
29
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
filed a preliminary injunction motion seeking to enjoin the Covidien transaction. On December 30, 2014, a hearing was held on plaintiffs’ motion for preliminary injunction and on defendants’ motion to dismiss. On January 2, 2015, the Court denied the plaintiffs’ motion for preliminary injunction and on January 5, 2015 issued its opinion. On March 20, 2015, the Court issued its order and opinion granting Medtronic’s motion to dismiss the case. In May of 2015, the plaintiffs filed an appeal with the Minnesota State Court of Appeals.
Putative shareholder class action complaints have been filed in the U.S. District Court for the District of Massachusetts by purported shareholders of Covidien under the captions
Taxman v. Covidien plc, et al
., 14-cv-12949,
Lipovich v. Covidien plc, et al
., 14-cv-13308 and
Rosenfeld Family Foundation v. Covidien plc, et al
., 14-cv-13490. On October 20, 2014, the plaintiff in the
Rosenfeld
action and another purported shareholder of Covidien filed a motion seeking to consolidate the
Taxman, Lipovich
and
Rosenfeld
actions, and on November 14, 2014, the U.S. District Court for the District of Massachusetts granted that motion consolidating the actions (the Consolidated Action). On December 23, 2014, the defendants reached an agreement in principle with plaintiffs in the Consolidated Action, and that agreement is reflected in a memorandum of understanding. In connection with the settlement contemplated by the memorandum of understanding, Covidien agreed to make certain additional disclosures related to the Transactions, which are contained in Covidien’s Report on Form 8-K filed on December 23, 2014. The memorandum of understanding contemplates that the parties will enter into a stipulation of settlement.
A stipulation of settlement was filed with the court on May 15, 2015, and a hearing has been scheduled in September 2015 at which the U.S. District Court for the District of Massachusetts will consider the fairness, reasonableness, and adequacy of the settlement, including attorneys' fees and expenses that will be paid to plaintiffs' counsel. If the settlement is finally approved by the court, it will resolve and release all claims in all actions that were or could have been brought by Covidien shareholders challenging any aspect of the Transactions. There can be no assurance that U.S. District Court for the District of Massachusetts will approve the settlement. In such event, the proposed settlement as contemplated by the memorandum of understanding may be terminated.
The Company has not recorded an expense related to damages in connection with the shareholder related matters because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company cannot reasonably estimate the range of loss, if any, that may result from these matters.
Environmental Proceedings
Covidien is involved in various stages of investigation and cleanup related to environmental remediation matters at a number of sites. These projects relate to a variety of activities, including removal of solvents, metals and other hazardous substances from soil and groundwater. The ultimate cost of site cleanup and timing of future cash flows is difficult to predict given uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods.
Covidien is a successor to a company which owned and operated a chemical manufacturing facility in Orrington, Maine from 1967 until 1982, and is responsible for the costs of completing an environmental site investigation as required by the Maine Department of Environmental Protection (MDEP). MDEP served a compliance order on Mallinckrodt LLC and United States Surgical Corporation in December 2008. The compliance order included a directive to remove a significant volume of soils at the site. On December 19, 2008, Covidien filed an appeal with the Maine Board of Environmental Protection (Maine Board) to challenge the terms of the compliance order. A hearing before the Maine Board began on January 25, 2010 and concluded on February 4, 2010. On August 19, 2010, 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.
On April 3, 2014, the Maine Supreme Judicial Court affirmed the Maine Board’s compliance order. Covidien 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.
Covidien has also been involved in a lawsuit filed in the U.S. District Court for the District of Maine by the Natural Resources Defense Council and the Maine People’s Alliance. Plaintiffs sought an injunction requiring Covidien to conduct extensive studies of mercury contamination of the Penobscot River and Bay and options for remediating such contamination, and to perform appropriate remedial activities, if necessary.
On July 29, 2002, following a March 2002 trial, the District Court entered an opinion and order which held that conditions in the Penobscot River and Bay may pose an imminent and substantial endangerment and that Covidien was liable for the cost of performing a study of the river and bay. The District Court subsequently appointed an independent study panel to oversee the study and ordered Covidien to pay costs associated with the study. A report issued by the study panel contains recommendations
30
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
for a variety of potential remedial options which could be implemented individually or in a variety of combinations, and includes preliminary cost estimates for the potential remedial options, which the report describes as “very rough estimates of cost,” ranging from
$25 million
to
$235 million
. The report indicates that these costs are subject to uncertainties, and that before any remedial option is implemented, further engineering studies and engineering design work are necessary to determine the feasibility of the proposed remedial options. In June of 2014, a trial was held to determine if remediation was necessary and feasible, and on September 2, 2015, the District Court issued an order concluding that further engineering study and engineering design work is appropriate to determine the nature and extent of remediation in the Penobscot River and Bay.
The Company's accrued expenses for environmental proceedings are included within accrued certain litigation charges in
other accrued expenses
and
other long-term liabilities
on the condensed consolidated balance sheets as discussed above.
Other Matters
One of Covidien’s subsidiaries, ev3 Inc., (ev3) acquired Appriva Medical, Inc. in 2002. The acquisition agreement relating to ev3’s acquisition of Appriva Medical contained four contingent milestone payments totaling
$175 million
. ev3 determined that the milestones were not achieved by the applicable dates and that none of the milestones were payable. On April 7, 2009, Michael Lesh and Erik Van Der Burg, acting jointly as the Shareholder Representatives for the former shareholders of Appriva Medical, filed a motion to amend their previously dismissed complaints in Superior Court of the State of Delaware. The plaintiffs asserted several claims, including breach of contract, fraudulent inducement and violation of California securities law. On May 1, 2013, the jury returned a verdict finding that ev3 breached the merger agreement and awarded
$175 million
in damages plus interest to the plaintiffs. On September 30, 2014, the Delaware Supreme Court reversed the jury’s verdict and remanded the case for a new trial. A new trial is scheduled to begin on October 19, 2015. The Company's accrued expenses for this matter are included within accrued certain litigation charges in
other accrued expenses
and
other long-term liabilities
on the condensed consolidated balance sheets as discussed above.
Medtronic has received subpoenas or document requests from the Attorneys General in Massachusetts, California, Oregon, Illinois, and Washington seeking information regarding sales, marketing, clinical, and other information relating to the INFUSE bone graft product. The Company continues to fully cooperate in connection with this matter.
On May 2, 2011, the U.S. Attorney’s Office for the District of Massachusetts issued a subpoena to ev3, a subsidiary of the Company, requesting production of documents relating to sales and marketing and other issues in connection with several neurovascular products. The matters under investigation relate to activities prior to Covidien's acquisition of ev3 in 2010. ev3 complied as required with the subpoena and cooperated with the investigation. The Company continues to fully cooperate in connection with this matter.
On September 2, 2014, the U.S. Department of Health and Human Services, Office of Inspector General and the U.S. Attorney’s Office for the Northern District of California, issued a subpoena requesting production of documents relating to sales and marketing practices associated with certain of ev3’s peripheral vascular products. The Company continues to fully cooperate in connection with this matter.
The Company has not recorded an expense related to damages in connection with the issued subpoenas because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company cannot reasonably estimate the range of loss, if any, that may result from these matters.
Income Taxes
In March 2009, the U.S. Internal Revenue Service (IRS) issued its audit report on Medtronic, Inc. for fiscal years 2005 and 2006. Medtronic, Inc. reached agreement with the IRS on some, but not all matters related to these fiscal years. On December 23, 2010, the IRS issued a statutory notice of deficiency with respect to the remaining issues. Medtronic, Inc. filed a Petition with the U.S. Tax Court on March 21, 2011 objecting to the deficiency. During October and November 2012, Medtronic, Inc. reached resolution with the IRS on various matters, including the deductibility of a settlement payment. Medtronic, Inc. and the IRS agreed to hold one issue, the calculation of amounts eligible for the one-time repatriation holiday, because such specific issue was being addressed by other taxpayers in litigation with the IRS. The remaining unresolved issue for fiscal years 2005 and 2006 relates to the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico, which is one of the Company's key manufacturing sites. The Tax Court proceeding with respect to this issue began on February 3, 2015 and ended on March 12, 2015. The Company expects a ruling from the Tax Court sometime during fiscal year 2017.
In October 2011, the IRS issued its audit report on Medtronic, Inc. for fiscal years 2007 and 2008. Medtronic, Inc. reached agreement with the IRS on some but not all matters related to these fiscal years. During the first quarter of fiscal year 2016, the Company finalized its agreement with the IRS on the proposed adjustments associated with the tax effects of the Company's
31
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
acquisition of Kyphon Inc. (Kyphon). The settlement was consistent with the certain tax adjustment recorded during the fourth quarter of fiscal year 2015. The significant issues that remain unresolved for these tax years relate to the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico.
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 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 tax effects of its acquisition structures for Ardian, CoreValve, Inc., and Ablation Frontiers, Inc. The Company disagrees with the IRS and will attempt to resolve these matters at the IRS Appellate level; however, it will proceed through litigation, if necessary. The IRS continues to audit Medtronic, Inc.'s U.S. federal income tax returns for the fiscal years 2012 through 2014.
Covidien and the IRS have concluded and reached agreement on its audit of Covidien’s U.S. federal income tax returns for the 2008 and 2009 tax years. The IRS continues to audit Covidien’s U.S. federal income tax returns for the years 2010 through 2012. Open periods for examination also include certain periods during which Covidien was a subsidiary of Tyco International plc (Tyco International). The resolution of these matters is subject to the conditions set forth in the Tyco tax sharing agreement. Tyco International has the right to administer, control and settle all U.S. income tax audits for periods prior to the 2007 separation.
The IRS has concluded its field examination of certain of Tyco International’s U.S. federal income tax returns for the years 1997 through 2000 and proposed tax adjustments, several of which also affect Covidien’s income tax returns for certain years after 2000. Tyco International has appealed certain of the tax adjustments proposed by the IRS and has resolved all but one of the matters associated with the proposed tax adjustments. With respect to the outstanding issue that remains in dispute, on June 20, 2013, Tyco International advised Covidien that it had received Notices of Deficiency from the IRS asserting that several of Tyco International’s former U.S. subsidiaries owe additional taxes of
$914 million
plus penalties of
$154 million
based on audits of the 1997 through 2000 tax years of Tyco International and its subsidiaries as they existed at that time. These amounts exclude interest and do not reflect the impact on subsequent periods if the IRS position is ultimately proved correct. The IRS has asserted in the Notices of Deficiency that substantially all of Tyco International’s intercompany debt originating during the years 1997 through 2000 should not be treated as debt for U.S. federal income tax purposes, and has disallowed interest deductions related to the intercompany debt and certain tax attribute adjustments recognized on Tyco International’s U.S. income tax returns totaling approximately
$3.0 billion
. The Company disagrees with the IRS’s proposed adjustments. On July 22, 2013, Tyco International filed a petition with the U.S. Tax Court contesting the IRS assessment. The Company believes there are meritorious defenses for the tax filings in question, that the IRS positions with regard to these matters are inconsistent with the applicable tax laws and existing Treasury regulations, and that the previously reported taxes for the years in question are appropriate.
No payments with respect to these matters or any additional matters that may be raised by the U.S. Tax Court would be required until the dispute is definitively resolved, which could take several years. The timing and outcome of such litigation is highly uncertain and could have a material adverse effect on the Company’s consolidated financial statements. In particular, if the IRS is successful in asserting its claim, it would likely assert that approximately
$6.6 billion
of interest deductions with respect to Tyco International’s intercompany debt in subsequent time periods should also be disallowed.
Covidien’s income tax returns for the years 2001 through 2003 remain subject to adjustment by the IRS upon ultimate resolution of the disputed issue involving certain intercompany loans that originated during 1997 through 2000. Covidien and the IRS have effectively settled its audits of tax matters for the years 2004 through 2007.
See Note 11 to the condensed consolidated financial statements for additional discussion of income taxes.
Guarantees
As a result of the recent acquisition of Covidien, the Company has guarantee commitments and indemnifications with Tyco International, TE Connectivity Ltd. (TE Connectivity), and Mallinckrodt plc (Mallinckrodt) which relate to certain contingent tax liabilities.
32
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On June 29, 2007, Covidien entered into a tax sharing agreement, under which Covidien shares responsibility for certain of its, Tyco International’s and TE Connectivity’s income tax liabilities for periods prior to Covidien’s 2007 separation from Tyco International (2007 separation). Covidien, Tyco International and TE Connectivity share
42 percent
,
27 percent
, and
31 percent
, respectively, of U.S. income tax liabilities that arise from adjustments made by tax authorities to Covidien's, Tyco International’s and TE Connectivity’s U.S. income tax returns, certain income tax liabilities arising from adjustments made by tax authorities to intercompany transactions or similar adjustments, and certain taxes attributable to internal transactions undertaken in anticipation of the 2007 separation. If Tyco International and TE Connectivity default on their obligations to Covidien under the Tyco tax sharing agreement, the Company would be liable for the entire amount of these liabilities. All costs and expenses associated with the management of these tax liabilities are being shared equally among the parties.
In connection with the 2007 separation, all tax liabilities associated with Covidien business became Covidien’s tax liabilities. Following Covidien’s spin-off of its Pharmaceuticals business to Covidien shareholders through a distribution of all the outstanding ordinary shares of Mallinkrodt (2013 separation), Mallinckrodt became the primary obligor to the taxing authorities for the tax liabilities attributable to its subsidiaries, a significant portion of which relate to periods prior to the 2007 separation. However, Covidien remains the sole party subject to the tax sharing agreement with Tyco International and TE Connectivity. Accordingly, Mallinckrodt does not share in Covidien’s liability to Tyco International and TE Connectivity, nor in the receivable that Covidien has from Tyco International and TE Connectivity.
If any party to the Tyco tax sharing agreement were to default in its obligation to another party to pay its share of the distribution taxes that arise as a result of no party’s fault, each non-defaulting party would be required to pay, equally with any other non-defaulting party, the amounts in default. In addition, if another party to the Tyco tax sharing agreement that is responsible for all or a portion of an income tax liability were to default in its payment of such liability to a taxing authority, the Company could be legally liable under applicable tax law for such liabilities and be required to make additional tax payments. Accordingly, under certain circumstances, the Company may be obligated to pay amounts in excess of the Company’s agreed upon share of Covidien's, Tyco International’s and TE Connectivity’s tax liabilities.
The Company has used available information to develop its best estimates for certain assets and liabilities related to periods prior to the 2007 separation, including amounts subject to or impacted by the provisions of the Tyco tax sharing agreement. The actual amounts that the Company may be required to ultimately accrue or pay under the Tyco tax sharing agreement, however, could vary depending upon the outcome of the unresolved tax matters. Final determination of the balances will be made in subsequent periods, primarily related to certain pre-2007 separation tax liabilities and tax years open for examination. These balances will also be impacted by the filing of final or amended income tax returns in certain jurisdictions where those returns include a combination of Tyco International, Covidien and/or TE Connectivity legal entities for periods prior to the 2007 separation.
In conjunction with the 2013 separation, Mallinckrodt assumed the tax liabilities that are attributable to its subsidiaries, and Covidien indemnified Mallinckrodt to the extent that such tax liabilities arising from periods prior to 2013 exceed
$200 million
, net of certain tax benefits realized. In addition, in connection with the 2013 separation, Covidien entered into certain other guarantee commitments and indemnifications with Mallinckrodt.
See Note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended April 24, 2015 for additional information.
Except as described above or for certain income tax related matters, the Company has not recorded an expense related to losses in connection with these matters because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company cannot reasonably estimate the range of loss, if any, that may result from these matters.
In the normal course of business, the Company and/or its affiliates periodically enter into agreements that require one or more of them to indemnify customers or suppliers for specific risks, such as claims for injury or property damage arising out of the Company or its affiliates’ products or the negligence of any of their personnel or claims alleging that any of their products infringe third-party patents or other intellectual property. The Company’s maximum exposure under these indemnification provisions cannot be estimated, and the Company has not accrued any liabilities within the condensed consolidated financial statements. Historically, the Company has not experienced significant losses on these types of indemnifications.
33
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Segment information
The Company’s management evaluates performance and allocates resources based on profit and loss from operations before income taxes and interest expense, net, not including corporate determined charges, as presented in the table below. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended
April 24, 2015
.
Net sales of the Company’s reportable segments include end-customer revenues from the sale of products they each develop and manufacture or distribute. Net sales and income from operations before income taxes by reportable segment are as follows:
|
|
Three months ended
|
||||||
|
(in millions)
|
July 31,
2015 |
July 25,
2014 |
|||||
|
Cardiac and Vascular Group
|
$
|
2,567
|
|
$
|
2,254
|
|
|
|
Minimally Invasive Therapies Group
|
2,456
|
|
—
|
|
|||
|
Restorative Therapies Group
|
1,806
|
|
1,603
|
|
|||
|
Diabetes Group
|
445
|
|
416
|
|
|||
|
Total Net Sales
|
$
|
7,274
|
|
$
|
4,273
|
|
|
|
|
Three months ended
|
||||||
|
(in millions)
|
July 31,
2015 |
July 25,
2014 |
|||||
|
Cardiac and Vascular Group
|
$
|
817
|
|
$
|
712
|
|
|
|
Minimally Invasive Therapies Group
|
334
|
|
—
|
|
|||
|
Restorative Therapies Group
|
481
|
|
410
|
|
|||
|
Diabetes Group
|
117
|
|
120
|
|
|||
|
Total Reportable Segments’ Income Before Income Taxes
|
1,749
|
|
1,242
|
|
|||
|
Impact of inventory step-up
|
(226
|
)
|
—
|
|
|||
|
Restructuring charges, net
|
(67
|
)
|
(30
|
)
|
|||
|
Acquisition-related items
|
(71
|
)
|
(41
|
)
|
|||
|
Interest expense, net
|
(191
|
)
|
(5
|
)
|
|||
|
Corporate
|
(254
|
)
|
(83
|
)
|
|||
|
Total Income From Operations Before Income Taxes
|
$
|
940
|
|
$
|
1,083
|
|
|
Geographic information
Net sales to external customers by geography are as follows:
|
|
Three months ended
|
||||||
|
(in millions)
|
July 31,
2015 |
July 25,
2014 |
|||||
|
Americas
|
$
|
4,445
|
|
$
|
2,490
|
|
|
|
EMEA
(a)
|
1,669
|
|
1,133
|
|
|||
|
Asia-Pacific
|
770
|
|
433
|
|
|||
|
Greater China
|
390
|
|
217
|
|
|||
|
Total Net Sales
|
$
|
7,274
|
|
$
|
4,273
|
|
|
|
(a)
|
EMEA consists of the following regions: Europe, Middle East, and Africa.
|
Certain prior period net sales to external customers by geography have been reclassified to conform to the current period classification.
34
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On January 26, 2015, Medtronic plc (Parent Company Guarantor) and Medtronic Global Holdings S.C.A. (Medtronic Luxco), a subsidiary guarantor, each provided a full and unconditional guarantee of the obligations of Medtronic, Inc. under the Senior Notes (Medtronic Senior Notes). In addition, Medtronic plc and Medtronic Luxco each provided a full and unconditional guarantee of the obligations of Covidien International Finance S.A. (CIFSA), assumed as part of the Covidien acquisition, under the Senior Notes (CIFSA Senior Notes). These guarantees of the CIFSA Senior Notes were in addition to the guarantees of the CIFSA Senior Notes by legacy Covidien holding companies Covidien Ltd. (f/k/a Covidien plc) and Covidien Group Holdings Ltd. (f/k/a Covidien Ltd.), both of which remain guarantors of the CIFSA Senior Notes. A summary of the guarantees is as follows:
Guarantees of Medtronic Senior Notes
|
•
|
Parent Company Guarantor - Medtronic plc
|
|
•
|
Subsidiary Issuer - Medtronic, Inc.
|
|
•
|
Subsidiary Guarantor - Medtronic Luxco
|
Since Medtronic plc and Medtronic Luxco did not exist in prior years, the Parent Company Guarantor column and Subsidiary Guarantor column in the consolidating financial information for the guarantee of the Medtronic Senior Notes will appear as zeros for fiscal year 2015. Accordingly, the prior years' consolidating financial information are those of the predecessor registrant 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.
|
There were no Medtronic plc or Medtronic Luxco guarantees in effect prior to the Acquisition Date, and the CIFSA Senior Notes were assumed as part of the Covidien acquisition. Therefore, no consolidating financial information for the period ended
July 25, 2014
is presented related to the guarantee of the CIFSA Senior Notes.
The following presents the Company’s Consolidating Statements of Comprehensive Income and Condensed Consolidating Statements of Cash Flows as of and for the three months ended
July 31, 2015
and
July 25, 2014
, and Condensed Consolidating Balance Sheets as of
July 31, 2015
and
April 24, 2015
. The guarantees provided by the Parent Company Guarantor and Subsidiary Guarantors are joint and several. Condensed consolidating financial information for Medtronic plc, Medtronic Luxco, Medtronic, Inc. and CIFSA, on a stand-alone basis, is presented using the equity method of accounting for subsidiaries.
35
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Consolidating
Statement of Comprehensive Income
Three Months Ended
July 31, 2015
Medtronic Senior Notes
|
(in millions)
|
Parent Company Guarantor (Medtronic plc)
|
Subsidiary Issuer (Medtronic, Inc.)
|
Subsidiary Guarantors
|
Subsidiary Non-guarantors
|
Consolidating
Adjustments
|
Total
|
|||||||||||||||||
|
Net sales
|
$
|
—
|
|
$
|
373
|
|
$
|
—
|
|
$
|
7,277
|
|
$
|
(376
|
)
|
$
|
7,274
|
|
|||||
|
Costs and expenses:
|
|||||||||||||||||||||||
|
Cost of products sold
|
—
|
|
355
|
|
—
|
|
2,211
|
|
(110
|
)
|
2,456
|
|
|||||||||||
|
Research and development expense
|
—
|
|
134
|
|
—
|
|
424
|
|
—
|
|
558
|
|
|||||||||||
|
Selling, general, and administrative expense
|
95
|
|
182
|
|
—
|
|
2,172
|
|
—
|
|
2,449
|
|
|||||||||||
|
Restructuring charges, net
|
—
|
|
—
|
|
—
|
|
67
|
|
—
|
|
67
|
|
|||||||||||
|
Acquisition-related items
|
—
|
|
—
|
|
—
|
|
71
|
|
—
|
|
71
|
|
|||||||||||
|
Amortization of intangible assets
|
—
|
|
3
|
|
—
|
|
478
|
|
—
|
|
481
|
|
|||||||||||
|
Other (income) expense, net
|
(22
|
)
|
(231
|
)
|
—
|
|
314
|
|
—
|
|
61
|
|
|||||||||||
|
Operating profit (loss)
|
(73
|
)
|
(70
|
)
|
—
|
|
1,540
|
|
(266
|
)
|
1,131
|
|
|||||||||||
|
Interest income
|
—
|
|
(64
|
)
|
(183
|
)
|
(113
|
)
|
245
|
|
(115
|
)
|
|||||||||||
|
Interest expense
|
1
|
|
444
|
|
—
|
|
106
|
|
(245
|
)
|
306
|
|
|||||||||||
|
Interest (income) expense, net
|
1
|
|
380
|
|
(183
|
)
|
(7
|
)
|
—
|
|
191
|
|
|||||||||||
|
Equity in net income of subsidiaries
|
(930
|
)
|
(955
|
)
|
(747
|
)
|
—
|
|
2,632
|
|
—
|
|
|||||||||||
|
Income from operations before income taxes
|
856
|
|
505
|
|
930
|
|
1,547
|
|
(2,898
|
)
|
940
|
|
|||||||||||
|
Provision (benefit) for income taxes
|
(6
|
)
|
(162
|
)
|
—
|
|
288
|
|
—
|
|
120
|
|
|||||||||||
|
Net income
|
862
|
|
667
|
|
930
|
|
1,259
|
|
(2,898
|
)
|
820
|
|
|||||||||||
|
Other comprehensive income (loss), net of tax
|
(172
|
)
|
(172
|
)
|
(172
|
)
|
(172
|
)
|
516
|
|
(172
|
)
|
|||||||||||
|
Total comprehensive income
|
$
|
690
|
|
$
|
495
|
|
$
|
758
|
|
$
|
1,087
|
|
$
|
(2,382
|
)
|
$
|
648
|
|
|||||
36
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Consolidating
Statement of Comprehensive Income
Three Months Ended
July 25, 2014
Medtronic Senior Notes
|
(in millions)
|
Parent Company Guarantor (Medtronic plc)
|
Subsidiary Issuer (Medtronic, Inc.)
|
Subsidiary Guarantors
|
Subsidiary Non-guarantors
|
Consolidating
Adjustments
|
Total
|
|||||||||||||||||
|
Net sales
|
$
|
—
|
|
$
|
303
|
|
$
|
—
|
|
$
|
4,268
|
|
$
|
(298
|
)
|
$
|
4,273
|
|
|||||
|
Costs and expenses:
|
|
|
|||||||||||||||||||||
|
Cost of products sold
|
—
|
|
298
|
|
—
|
|
1,103
|
|
(296
|
)
|
1,105
|
|
|||||||||||
|
Research and development expense
|
—
|
|
116
|
|
—
|
|
249
|
|
—
|
|
365
|
|
|||||||||||
|
Selling, general, and administrative expense
|
—
|
|
241
|
|
—
|
|
1,265
|
|
—
|
|
1,506
|
|
|||||||||||
|
Restructuring charges, net
|
—
|
|
—
|
|
—
|
|
30
|
|
—
|
|
30
|
|
|||||||||||
|
Acquisition-related items
|
—
|
|
—
|
|
—
|
|
41
|
|
—
|
|
41
|
|
|||||||||||
|
Amortization of intangible assets
|
—
|
|
3
|
|
—
|
|
84
|
|
—
|
|
87
|
|
|||||||||||
|
Other (income) expense, net
|
—
|
|
(215
|
)
|
—
|
|
266
|
|
—
|
|
51
|
|
|||||||||||
|
Operating profit (loss)
|
—
|
|
(140
|
)
|
—
|
|
1,230
|
|
(2
|
)
|
1,088
|
|
|||||||||||
|
Interest income
|
—
|
|
—
|
|
—
|
|
(92
|
)
|
—
|
|
(92
|
)
|
|||||||||||
|
Interest expense
|
—
|
|
89
|
|
—
|
|
8
|
|
—
|
|
97
|
|
|||||||||||
|
Interest (income) expense, net
|
—
|
|
89
|
|
—
|
|
(84
|
)
|
—
|
|
5
|
|
|||||||||||
|
Equity in net income of subsidiaries
|
—
|
|
(1,020
|
)
|
—
|
|
—
|
|
1,020
|
|
—
|
|
|||||||||||
|
Income from operations before income taxes
|
—
|
|
791
|
|
—
|
|
1,314
|
|
(1,022
|
)
|
1,083
|
|
|||||||||||
|
Provision (benefit) for income taxes
|
—
|
|
(82
|
)
|
—
|
|
294
|
|
—
|
|
212
|
|
|||||||||||
|
Net income
|
—
|
|
873
|
|
—
|
|
1,020
|
|
(1,022
|
)
|
871
|
|
|||||||||||
|
Other comprehensive income, net of tax
|
—
|
|
109
|
|
—
|
|
109
|
|
(109
|
)
|
109
|
|
|||||||||||
|
Total comprehensive income
|
$
|
—
|
|
$
|
982
|
|
$
|
—
|
|
$
|
1,129
|
|
$
|
(1,131
|
)
|
$
|
980
|
|
|||||
37
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Condensed Consolidating
Balance Sheet
Three Months Ended
July 31, 2015
Medtronic Senior Notes
|
(in millions)
|
Parent Company Guarantor (Medtronic plc)
|
Subsidiary Issuer (Medtronic, Inc.)
|
Subsidiary Guarantors
|
Subsidiary Non-guarantors
|
Consolidating
Adjustments
|
Total
|
|||||||||||||||||
|
ASSETS
|
|||||||||||||||||||||||
|
Current assets:
|
|||||||||||||||||||||||
|
Cash and cash equivalents
|
$
|
4
|
|
$
|
583
|
|
$
|
—
|
|
$
|
2,392
|
|
$
|
—
|
|
$
|
2,979
|
|
|||||
|
Investments
|
—
|
|
28
|
|
—
|
|
14,975
|
|
—
|
|
15,003
|
|
|||||||||||
|
Accounts receivable, net
|
—
|
|
—
|
|
—
|
|
4,811
|
|
—
|
|
4,811
|
|
|||||||||||
|
Inventories
|
—
|
|
167
|
|
—
|
|
3,237
|
|
—
|
|
3,404
|
|
|||||||||||
|
Intercompany receivable
|
290
|
|
157,513
|
|
—
|
|
146,419
|
|
(304,222
|
)
|
—
|
|
|||||||||||
|
Tax assets
|
—
|
|
829
|
|
—
|
|
738
|
|
(77
|
)
|
1,490
|
|
|||||||||||
|
Prepaid expenses and other current assets
|
12
|
|
133
|
|
—
|
|
1,315
|
|
—
|
|
1,460
|
|
|||||||||||
|
Total current assets
|
306
|
|
159,253
|
|
—
|
|
173,887
|
|
(304,299
|
)
|
29,147
|
|
|||||||||||
|
Property, plant, and equipment, net
|
—
|
|
998
|
|
—
|
|
3,674
|
|
—
|
|
4,672
|
|
|||||||||||
|
Goodwill
|
—
|
|
1,632
|
|
—
|
|
39,025
|
|
—
|
|
40,657
|
|
|||||||||||
|
Other intangible assets, net
|
—
|
|
37
|
|
—
|
|
27,662
|
|
—
|
|
27,699
|
|
|||||||||||
|
Long-term tax assets
|
—
|
|
555
|
|
—
|
|
640
|
|
(423
|
)
|
772
|
|
|||||||||||
|
Investment in subsidiaries
|
71,016
|
|
42,463
|
|
63,664
|
|
—
|
|
(177,143
|
)
|
—
|
|
|||||||||||
|
Intercompany loans receivable
|
3,108
|
|
6,615
|
|
10,885
|
|
10,352
|
|
(30,960
|
)
|
—
|
|
|||||||||||
|
Other assets
|
—
|
|
662
|
|
—
|
|
1,017
|
|
—
|
|
1,679
|
|
|||||||||||
|
Total assets
|
$
|
74,430
|
|
$
|
212,215
|
|
$
|
74,549
|
|
$
|
256,257
|
|
$
|
(512,825
|
)
|
$
|
104,626
|
|
|||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||||||||||||||||||
|
Current liabilities:
|
|||||||||||||||||||||||
|
Short-term borrowings
|
$
|
—
|
|
$
|
1,105
|
|
$
|
425
|
|
$
|
320
|
|
$
|
—
|
|
$
|
1,850
|
|
|||||
|
Accounts payable
|
—
|
|
209
|
|
—
|
|
1,112
|
|
—
|
|
1,321
|
|
|||||||||||
|
Intercompany payable
|
20,584
|
|
146,386
|
|
—
|
|
137,252
|
|
(304,222
|
)
|
—
|
|
|||||||||||
|
Accrued compensation
|
3
|
|
377
|
|
—
|
|
791
|
|
—
|
|
1,171
|
|
|||||||||||
|
Accrued income taxes
|
17
|
|
132
|
|
1
|
|
327
|
|
—
|
|
477
|
|
|||||||||||
|
Deferred tax liabilities
|
—
|
|
3
|
|
—
|
|
194
|
|
(77
|
)
|
120
|
|
|||||||||||
|
Other accrued expenses
|
—
|
|
833
|
|
—
|
|
1,888
|
|
—
|
|
2,721
|
|
|||||||||||
|
Total current liabilities
|
20,604
|
|
149,045
|
|
426
|
|
141,884
|
|
(304,299
|
)
|
7,660
|
|
|||||||||||
|
Long-term debt
|
—
|
|
28,987
|
|
—
|
|
4,722
|
|
—
|
|
33,709
|
|
|||||||||||
|
Long-term accrued compensation and retirement benefits
|
—
|
|
970
|
|
—
|
|
579
|
|
—
|
|
1,549
|
|
|||||||||||
|
Long-term accrued income taxes
|
—
|
|
1,506
|
|
—
|
|
1,035
|
|
—
|
|
2,541
|
|
|||||||||||
|
Long-term intercompany loans payable
|
1,017
|
|
10,221
|
|
10,107
|
|
9,615
|
|
(30,960
|
)
|
—
|
|
|||||||||||
|
Long-term deferred tax liabilities
|
—
|
|
—
|
|
—
|
|
5,124
|
|
(423
|
)
|
4,701
|
|
|||||||||||
|
Other long-term liabilities
|
—
|
|
155
|
|
—
|
|
1,502
|
|
—
|
|
1,657
|
|
|||||||||||
|
Total liabilities
|
21,621
|
|
190,884
|
|
10,533
|
|
164,461
|
|
(335,682
|
)
|
51,817
|
|
|||||||||||
|
Shareholders’ equity
|
52,809
|
|
21,331
|
|
64,016
|
|
91,796
|
|
(177,143
|
)
|
52,809
|
|
|||||||||||
|
Total liabilities and shareholders’ equity
|
$
|
74,430
|
|
$
|
212,215
|
|
$
|
74,549
|
|
$
|
256,257
|
|
$
|
(512,825
|
)
|
$
|
104,626
|
|
|||||
38
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Condensed Consolidating
Balance Sheet
Fiscal Year Ended
April 24, 2015
Medtronic Senior Notes
|
(in millions)
|
Parent Company Guarantor (Medtronic plc)
|
Subsidiary Issuer (Medtronic, Inc.)
|
Subsidiary Guarantors
|
Subsidiary Non-guarantors
|
Consolidating
Adjustments
|
Total
|
|||||||||||||||||
|
ASSETS
|
|||||||||||||||||||||||
|
Current assets:
|
|||||||||||||||||||||||
|
Cash and cash equivalents
|
$
|
263
|
|
$
|
1,071
|
|
$
|
170
|
|
$
|
3,339
|
|
$
|
—
|
|
$
|
4,843
|
|
|||||
|
Investments
|
—
|
|
—
|
|
—
|
|
14,637
|
|
—
|
|
14,637
|
|
|||||||||||
|
Accounts receivable, net
|
—
|
|
—
|
|
—
|
|
5,112
|
|
—
|
|
5,112
|
|
|||||||||||
|
Inventories
|
—
|
|
165
|
|
—
|
|
3,298
|
|
—
|
|
3,463
|
|
|||||||||||
|
Intercompany receivable
|
259
|
|
146,373
|
|
—
|
|
150,679
|
|
(297,311
|
)
|
—
|
|
|||||||||||
|
Tax assets
|
—
|
|
770
|
|
—
|
|
729
|
|
(164
|
)
|
1,335
|
|
|||||||||||
|
Prepaid expenses and other current assets
|
4
|
|
128
|
|
—
|
|
1,322
|
|
—
|
|
1,454
|
|
|||||||||||
|
Total current assets
|
526
|
|
148,507
|
|
170
|
|
179,116
|
|
(297,475
|
)
|
30,844
|
|
|||||||||||
|
Property, plant, and equipment, net
|
—
|
|
976
|
|
—
|
|
3,753
|
|
(30
|
)
|
4,699
|
|
|||||||||||
|
Goodwill
|
—
|
|
1,607
|
|
—
|
|
38,923
|
|
—
|
|
40,530
|
|
|||||||||||
|
Other intangible assets, net
|
—
|
|
39
|
|
—
|
|
28,062
|
|
—
|
|
28,101
|
|
|||||||||||
|
Long-term tax assets
|
—
|
|
643
|
|
—
|
|
559
|
|
(428
|
)
|
774
|
|
|||||||||||
|
Investment in subsidiaries
|
70,255
|
|
41,218
|
|
64,335
|
|
—
|
|
(175,808
|
)
|
—
|
|
|||||||||||
|
Intercompany loans receivable
|
3,000
|
|
6,516
|
|
10,000
|
|
10,218
|
|
(29,734
|
)
|
—
|
|
|||||||||||
|
Other assets
|
—
|
|
678
|
|
—
|
|
1,059
|
|
—
|
|
1,737
|
|
|||||||||||
|
Total assets
|
$
|
73,781
|
|
$
|
200,184
|
|
$
|
74,505
|
|
$
|
261,690
|
|
$
|
(503,475
|
)
|
$
|
106,685
|
|
|||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||||||||||||||||||
|
Current liabilities:
|
|||||||||||||||||||||||
|
Short-term borrowings
|
$
|
—
|
|
$
|
1,110
|
|
$
|
—
|
|
$
|
1,324
|
|
$
|
—
|
|
$
|
2,434
|
|
|||||
|
Accounts payable
|
—
|
|
261
|
|
—
|
|
1,349
|
|
—
|
|
1,610
|
|
|||||||||||
|
Intercompany payable
|
20,506
|
|
135,091
|
|
—
|
|
141,714
|
|
(297,311
|
)
|
—
|
|
|||||||||||
|
Accrued compensation
|
1
|
|
490
|
|
—
|
|
1,120
|
|
—
|
|
1,611
|
|
|||||||||||
|
Accrued income taxes
|
41
|
|
371
|
|
—
|
|
523
|
|
—
|
|
935
|
|
|||||||||||
|
Deferred tax liabilities
|
3
|
|
—
|
|
—
|
|
280
|
|
(164
|
)
|
119
|
|
|||||||||||
|
Other accrued expenses
|
—
|
|
600
|
|
—
|
|
1,894
|
|
(30
|
)
|
2,464
|
|
|||||||||||
|
Total current liabilities
|
20,551
|
|
137,923
|
|
—
|
|
148,204
|
|
(297,505
|
)
|
9,173
|
|
|||||||||||
|
Long-term debt
|
—
|
|
29,004
|
|
—
|
|
4,748
|
|
—
|
|
33,752
|
|
|||||||||||
|
Long-term accrued compensation and retirement benefits
|
—
|
|
965
|
|
—
|
|
570
|
|
—
|
|
1,535
|
|
|||||||||||
|
Long-term accrued income taxes
|
—
|
|
1,450
|
|
—
|
|
1,026
|
|
—
|
|
2,476
|
|
|||||||||||
|
Long-term intercompany loans payable
|
—
|
|
10,218
|
|
10,000
|
|
9,516
|
|
(29,734
|
)
|
—
|
|
|||||||||||
|
Long-term deferred tax liabilities
|
—
|
|
—
|
|
—
|
|
5,128
|
|
(428
|
)
|
4,700
|
|
|||||||||||
|
Other long-term liabilities
|
—
|
|
207
|
|
—
|
|
1,612
|
|
—
|
|
1,819
|
|
|||||||||||
|
Total liabilities
|
20,551
|
|
179,767
|
|
10,000
|
|
170,804
|
|
(327,667
|
)
|
53,455
|
|
|||||||||||
|
Shareholders’ equity
|
53,230
|
|
20,417
|
|
64,505
|
|
90,886
|
|
(175,808
|
)
|
53,230
|
|
|||||||||||
|
Total liabilities and shareholders’ equity
|
$
|
73,781
|
|
$
|
200,184
|
|
$
|
74,505
|
|
$
|
261,690
|
|
$
|
(503,475
|
)
|
$
|
106,685
|
|
|||||
39
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Condensed Consolidating
Statement of Cash Flows
Three Months Ended July 31, 2015
Medtronic Senior Notes
|
(in millions)
|
Parent Company Guarantor (Medtronic plc)
|
Subsidiary Issuer (Medtronic, Inc.)
|
Subsidiary Guarantors
|
Subsidiary Non-guarantors
|
Consolidating
Adjustments
|
Total
|
|||||||||||||||||
|
Operating Activities:
|
|||||||||||||||||||||||
|
Net cash provided by (used in) operating activities
|
$
|
(2
|
)
|
$
|
(330
|
)
|
$
|
178
|
|
$
|
970
|
|
$
|
—
|
|
$
|
816
|
|
|||||
|
Investing Activities:
|
|||||||||||||||||||||||
|
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
(179
|
)
|
—
|
|
(179
|
)
|
|||||||||||
|
Additions to property, plant, and equipment
|
—
|
|
(62
|
)
|
—
|
|
(162
|
)
|
—
|
|
(224
|
)
|
|||||||||||
|
Purchases of marketable securities
|
—
|
|
—
|
|
—
|
|
(1,851
|
)
|
—
|
|
(1,851
|
)
|
|||||||||||
|
Sales and maturities of marketable securities
|
—
|
|
—
|
|
—
|
|
1,266
|
|
—
|
|
1,266
|
|
|||||||||||
|
Net increase (decrease) in intercompany loans
|
(108
|
)
|
(99
|
)
|
(885
|
)
|
(135
|
)
|
1,227
|
|
—
|
|
|||||||||||
|
Other investing activities, net
|
—
|
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|||||||||||
|
Net cash provided by (used in) investing activities
|
(108
|
)
|
(161
|
)
|
(885
|
)
|
(1,059
|
)
|
1,227
|
|
(986
|
)
|
|||||||||||
|
Financing Activities:
|
|||||||||||||||||||||||
|
Acquisition-related contingent consideration
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
—
|
|
(3
|
)
|
|||||||||||
|
Change in short-term borrowings, net
|
—
|
|
—
|
|
429
|
|
—
|
|
—
|
|
429
|
|
|||||||||||
|
Payments on long-term debt
|
—
|
|
—
|
|
—
|
|
(1,004
|
)
|
—
|
|
(1,004
|
)
|
|||||||||||
|
Dividends to shareholders
|
(538
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(538
|
)
|
|||||||||||
|
Issuance of ordinary shares
|
98
|
|
—
|
|
—
|
|
—
|
|
—
|
|
98
|
|
|||||||||||
|
Repurchase of ordinary shares
|
(750
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(750
|
)
|
|||||||||||
|
Net intercompany loan borrowings (repayments)
|
1,017
|
|
3
|
|
108
|
|
99
|
|
(1,227
|
)
|
—
|
|
|||||||||||
|
Other financing activities
|
24
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24
|
|
|||||||||||
|
Net cash provided by (used in) financing activities
|
(149
|
)
|
3
|
|
537
|
|
(908
|
)
|
(1,227
|
)
|
(1,744
|
)
|
|||||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
50
|
|
—
|
|
50
|
|
|||||||||||
|
Net change in cash and cash equivalents
|
(259
|
)
|
(488
|
)
|
(170
|
)
|
(947
|
)
|
—
|
|
(1,864
|
)
|
|||||||||||
|
Cash and cash equivalents at beginning of period
|
263
|
|
1,071
|
|
170
|
|
3,339
|
|
—
|
|
4,843
|
|
|||||||||||
|
Cash and cash equivalents at end of period
|
$
|
4
|
|
$
|
583
|
|
$
|
—
|
|
$
|
2,392
|
|
$
|
—
|
|
$
|
2,979
|
|
|||||
40
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Condensed Consolidating
Statement of Cash Flows
Three Months Ended July 25, 2014
Medtronic Senior Notes
|
(in millions)
|
Parent Company Guarantor (Medtronic plc)
|
Subsidiary Issuer (Medtronic, Inc.)
|
Subsidiary Guarantors
|
Subsidiary Non-guarantors
|
Consolidating
Adjustments
|
Total
|
|||||||||||||||||
|
Operating Activities:
|
|||||||||||||||||||||||
|
Net cash provided by operating activities
|
$
|
—
|
|
$
|
238
|
|
$
|
—
|
|
$
|
72
|
|
$
|
—
|
|
$
|
310
|
|
|||||
|
Investing Activities:
|
|||||||||||||||||||||||
|
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
(146
|
)
|
—
|
|
(146
|
)
|
|||||||||||
|
Additions to property, plant, and equipment
|
—
|
|
(45
|
)
|
—
|
|
(64
|
)
|
—
|
|
(109
|
)
|
|||||||||||
|
Purchases of marketable securities
|
—
|
|
—
|
|
—
|
|
(1,600
|
)
|
—
|
|
(1,600
|
)
|
|||||||||||
|
Sales and maturities of marketable securities
|
—
|
|
—
|
|
—
|
|
1,853
|
|
—
|
|
1,853
|
|
|||||||||||
|
Net decrease in intercompany loans
|
—
|
|
(8
|
)
|
—
|
|
8
|
|
—
|
|
—
|
|
|||||||||||
|
Other investing activities, net
|
—
|
|
—
|
|
—
|
|
(4
|
)
|
—
|
|
(4
|
)
|
|||||||||||
|
Net cash used in investing activities
|
—
|
|
(53
|
)
|
—
|
|
47
|
|
—
|
|
(6
|
)
|
|||||||||||
|
Financing Activities:
|
|||||||||||||||||||||||
|
Acquisition-related contingent consideration
|
—
|
|
—
|
|
—
|
|
(5
|
)
|
—
|
|
(5
|
)
|
|||||||||||
|
Change in short-term borrowings, net
|
—
|
|
827
|
|
—
|
|
35
|
|
—
|
|
862
|
|
|||||||||||
|
Payments on long-term debt
|
—
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
|||||||||||
|
Dividends to shareholders
|
—
|
|
(304
|
)
|
—
|
|
—
|
|
—
|
|
(304
|
)
|
|||||||||||
|
Issuance of ordinary shares
|
—
|
|
154
|
|
—
|
|
—
|
|
—
|
|
154
|
|
|||||||||||
|
Repurchase of ordinary shares
|
—
|
|
(1,065
|
)
|
—
|
|
—
|
|
—
|
|
(1,065
|
)
|
|||||||||||
|
Net intercompany loan borrowings (repayments)
|
—
|
|
—
|
|
—
|
|
8
|
|
(8
|
)
|
—
|
|
|||||||||||
|
Other financing activities
|
—
|
|
6
|
|
—
|
|
—
|
|
—
|
|
6
|
|
|||||||||||
|
Net cash (used in) provided by financing activities
|
—
|
|
(385
|
)
|
—
|
|
38
|
|
(8
|
)
|
(355
|
)
|
|||||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
(16
|
)
|
—
|
|
(16
|
)
|
|||||||||||
|
Net change in cash and cash equivalents
|
—
|
|
(200
|
)
|
—
|
|
141
|
|
(8
|
)
|
(67
|
)
|
|||||||||||
|
Cash and cash equivalents at beginning of period
|
—
|
|
264
|
|
—
|
|
1,139
|
|
—
|
|
1,403
|
|
|||||||||||
|
Cash and cash equivalents at end of period
|
$
|
—
|
|
$
|
64
|
|
$
|
—
|
|
$
|
1,280
|
|
$
|
(8
|
)
|
$
|
1,336
|
|
|||||
41
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Consolidating
Statement of Comprehensive Income
Three Months Ended
July 31, 2015
CIFSA Senior Notes
|
(in millions)
|
Parent Company Guarantor (Medtronic plc)
|
Subsidiary Issuer (CIFSA)
|
Subsidiary Guarantors
|
Subsidiary Non-guarantors
|
Consolidating
Adjustments
|
Total
|
|||||||||||||||||
|
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
7,274
|
|
$
|
—
|
|
$
|
7,274
|
|
|||||
|
Costs and expenses:
|
|||||||||||||||||||||||
|
Cost of products sold
|
—
|
|
—
|
|
—
|
|
2,456
|
|
—
|
|
2,456
|
|
|||||||||||
|
Research and development expense
|
—
|
|
—
|
|
—
|
|
558
|
|
—
|
|
558
|
|
|||||||||||
|
Selling, general, and administrative expense
|
95
|
|
—
|
|
—
|
|
2,354
|
|
—
|
|
2,449
|
|
|||||||||||
|
Restructuring charges, net
|
—
|
|
—
|
|
—
|
|
67
|
|
—
|
|
67
|
|
|||||||||||
|
Acquisition-related items
|
—
|
|
—
|
|
—
|
|
71
|
|
—
|
|
71
|
|
|||||||||||
|
Amortization of intangible assets
|
—
|
|
—
|
|
—
|
|
481
|
|
—
|
|
481
|
|
|||||||||||
|
Other (income) expense, net
|
(22
|
)
|
—
|
|
—
|
|
83
|
|
—
|
|
61
|
|
|||||||||||
|
Operating profit (loss)
|
(73
|
)
|
—
|
|
—
|
|
1,204
|
|
—
|
|
1,131
|
|
|||||||||||
|
Interest income
|
—
|
|
(160
|
)
|
(183
|
)
|
(115
|
)
|
343
|
|
(115
|
)
|
|||||||||||
|
Interest expense
|
1
|
|
32
|
|
—
|
|
616
|
|
(343
|
)
|
306
|
|
|||||||||||
|
Interest expense (income), net
|
1
|
|
(128
|
)
|
(183
|
)
|
501
|
|
—
|
|
191
|
|
|||||||||||
|
Equity in net (income) loss of subsidiaries
|
(930
|
)
|
30
|
|
(747
|
)
|
—
|
|
1,647
|
|
—
|
|
|||||||||||
|
Income from operations before income taxes
|
856
|
|
98
|
|
930
|
|
703
|
|
(1,647
|
)
|
940
|
|
|||||||||||
|
Provision (benefit) for income taxes
|
(6
|
)
|
—
|
|
—
|
|
126
|
|
—
|
|
120
|
|
|||||||||||
|
Net income
|
862
|
|
98
|
|
930
|
|
577
|
|
(1,647
|
)
|
820
|
|
|||||||||||
|
Other comprehensive loss, net of tax
|
(172
|
)
|
(172
|
)
|
(172
|
)
|
(172
|
)
|
516
|
|
(172
|
)
|
|||||||||||
|
Total comprehensive income (loss)
|
$
|
690
|
|
$
|
(74
|
)
|
$
|
758
|
|
$
|
405
|
|
$
|
(1,131
|
)
|
$
|
648
|
|
|||||
42
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Condensed Consolidating
Balance Sheet
Three Months Ended
July 31, 2015
CIFSA Senior Notes
|
(in millions)
|
Parent Company Guarantor (Medtronic plc)
|
Subsidiary Issuer (CIFSA)
|
Subsidiary Guarantors
|
Subsidiary Non-guarantors
|
Consolidating
Adjustments
|
Total
|
|||||||||||||||||
|
ASSETS
|
|||||||||||||||||||||||
|
Current assets:
|
|||||||||||||||||||||||
|
Cash and cash equivalents
|
$
|
4
|
|
$
|
180
|
|
$
|
—
|
|
$
|
2,795
|
|
$
|
—
|
|
$
|
2,979
|
|
|||||
|
Investments
|
—
|
|
—
|
|
—
|
|
15,003
|
|
—
|
|
15,003
|
|
|||||||||||
|
Accounts receivable, net
|
—
|
|
—
|
|
—
|
|
4,811
|
|
—
|
|
4,811
|
|
|||||||||||
|
Inventories
|
—
|
|
—
|
|
—
|
|
3,404
|
|
—
|
|
3,404
|
|
|||||||||||
|
Intercompany receivable
|
290
|
|
—
|
|
73
|
|
20,584
|
|
(20,947
|
)
|
—
|
|
|||||||||||
|
Tax assets
|
—
|
|
—
|
|
—
|
|
1,490
|
|
—
|
|
1,490
|
|
|||||||||||
|
Prepaid expenses and other current assets
|
12
|
|
—
|
|
6
|
|
1,442
|
|
—
|
|
1,460
|
|
|||||||||||
|
Total current assets
|
306
|
|
180
|
|
79
|
|
49,529
|
|
(20,947
|
)
|
29,147
|
|
|||||||||||
|
Property, plant, and equipment, net
|
—
|
|
—
|
|
1
|
|
4,671
|
|
—
|
|
4,672
|
|
|||||||||||
|
Goodwill
|
—
|
|
—
|
|
—
|
|
40,657
|
|
—
|
|
40,657
|
|
|||||||||||
|
Other intangible assets, net
|
—
|
|
—
|
|
—
|
|
27,699
|
|
—
|
|
27,699
|
|
|||||||||||
|
Long-term tax assets
|
—
|
|
—
|
|
—
|
|
772
|
|
—
|
|
772
|
|
|||||||||||
|
Investment in subsidiaries
|
71,016
|
|
4,878
|
|
63,665
|
|
—
|
|
(139,559
|
)
|
—
|
|
|||||||||||
|
Intercompany loans receivable
|
3,108
|
|
7,596
|
|
12,384
|
|
10,000
|
|
(33,088
|
)
|
—
|
|
|||||||||||
|
Other assets
|
—
|
|
—
|
|
—
|
|
1,679
|
|
—
|
|
1,679
|
|
|||||||||||
|
Total assets
|
$
|
74,430
|
|
$
|
12,654
|
|
$
|
76,129
|
|
$
|
135,007
|
|
$
|
(193,594
|
)
|
$
|
104,626
|
|
|||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||||||||||||||||||
|
Current liabilities:
|
|||||||||||||||||||||||
|
Short-term borrowings
|
$
|
—
|
|
$
|
—
|
|
$
|
425
|
|
$
|
1,425
|
|
$
|
—
|
|
$
|
1,850
|
|
|||||
|
Accounts payable
|
—
|
|
—
|
|
—
|
|
1,321
|
|
—
|
|
1,321
|
|
|||||||||||
|
Intercompany payable
|
20,584
|
|
—
|
|
280
|
|
83
|
|
(20,947
|
)
|
—
|
|
|||||||||||
|
Accrued compensation
|
3
|
|
—
|
|
—
|
|
1,168
|
|
—
|
|
1,171
|
|
|||||||||||
|
Accrued income taxes
|
17
|
|
—
|
|
1
|
|
459
|
|
—
|
|
477
|
|
|||||||||||
|
Deferred tax liabilities
|
—
|
|
—
|
|
—
|
|
120
|
|
—
|
|
120
|
|
|||||||||||
|
Other accrued expenses
|
—
|
|
46
|
|
2
|
|
2,673
|
|
—
|
|
2,721
|
|
|||||||||||
|
Total current liabilities
|
20,604
|
|
46
|
|
708
|
|
7,249
|
|
(20,947
|
)
|
7,660
|
|
|||||||||||
|
Long-term debt
|
—
|
|
4,560
|
|
—
|
|
29,149
|
|
—
|
|
33,709
|
|
|||||||||||
|
Long-term accrued compensation and retirement benefits
|
—
|
|
—
|
|
—
|
|
1,549
|
|
—
|
|
1,549
|
|
|||||||||||
|
Long-term accrued income taxes
|
—
|
|
—
|
|
—
|
|
2,541
|
|
—
|
|
2,541
|
|
|||||||||||
|
Long-term intercompany loans payable
|
1,017
|
|
8,564
|
|
10,110
|
|
13,397
|
|
(33,088
|
)
|
—
|
|
|||||||||||
|
Long-term deferred tax liabilities
|
—
|
|
—
|
|
—
|
|
4,701
|
|
—
|
|
4,701
|
|
|||||||||||
|
Other long-term liabilities
|
—
|
|
—
|
|
—
|
|
1,657
|
|
—
|
|
1,657
|
|
|||||||||||
|
Total liabilities
|
21,621
|
|
13,170
|
|
10,818
|
|
60,243
|
|
(54,035
|
)
|
51,817
|
|
|||||||||||
|
Shareholders’ equity
|
52,809
|
|
(516
|
)
|
65,311
|
|
74,764
|
|
(139,559
|
)
|
52,809
|
|
|||||||||||
|
Total liabilities and shareholders’ equity
|
$
|
74,430
|
|
$
|
12,654
|
|
$
|
76,129
|
|
$
|
135,007
|
|
$
|
(193,594
|
)
|
$
|
104,626
|
|
|||||
43
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Condensed Consolidating
Balance Sheet
Fiscal Year Ended
April 24, 2015
CIFSA Senior Notes
|
(in millions)
|
Parent Company Guarantor (Medtronic plc)
|
Subsidiary Issuer (CIFSA)
|
Subsidiary Guarantors
|
Subsidiary Non-guarantors
|
Consolidating
Adjustments
|
Total
|
|||||||||||||||||
|
ASSETS
|
|||||||||||||||||||||||
|
Current assets:
|
|||||||||||||||||||||||
|
Cash and cash equivalents
|
$
|
263
|
|
$
|
728
|
|
$
|
170
|
|
$
|
3,682
|
|
$
|
—
|
|
$
|
4,843
|
|
|||||
|
Investments
|
—
|
|
—
|
|
—
|
|
14,637
|
|
—
|
|
14,637
|
|
|||||||||||
|
Accounts receivable, net
|
—
|
|
—
|
|
—
|
|
5,112
|
|
—
|
|
5,112
|
|
|||||||||||
|
Inventories
|
—
|
|
—
|
|
—
|
|
3,463
|
|
—
|
|
3,463
|
|
|||||||||||
|
Intercompany receivable
|
259
|
|
—
|
|
269
|
|
20,508
|
|
(21,036
|
)
|
—
|
|
|||||||||||
|
Tax assets
|
—
|
|
—
|
|
—
|
|
1,335
|
|
—
|
|
1,335
|
|
|||||||||||
|
Prepaid expenses and other current assets
|
4
|
|
—
|
|
6
|
|
1,444
|
|
—
|
|
1,454
|
|
|||||||||||
|
Total current assets
|
526
|
|
728
|
|
445
|
|
50,181
|
|
(21,036
|
)
|
30,844
|
|
|||||||||||
|
Property, plant, and equipment, net
|
—
|
|
—
|
|
1
|
|
4,728
|
|
(30
|
)
|
4,699
|
|
|||||||||||
|
Goodwill
|
—
|
|
—
|
|
—
|
|
40,530
|
|
—
|
|
40,530
|
|
|||||||||||
|
Other intangible assets, net
|
—
|
|
—
|
|
—
|
|
28,101
|
|
—
|
|
28,101
|
|
|||||||||||
|
Long-term tax assets
|
—
|
|
—
|
|
—
|
|
774
|
|
—
|
|
774
|
|
|||||||||||
|
Investment in subsidiaries
|
70,255
|
|
7,040
|
|
64,335
|
|
—
|
|
(141,630
|
)
|
—
|
|
|||||||||||
|
Intercompany loans receivable
|
3,000
|
|
7,401
|
|
11,303
|
|
6,372
|
|
(28,076
|
)
|
—
|
|
|||||||||||
|
Other assets
|
—
|
|
—
|
|
—
|
|
1,737
|
|
—
|
|
1,737
|
|
|||||||||||
|
Total assets
|
$
|
73,781
|
|
$
|
15,169
|
|
$
|
76,084
|
|
$
|
132,423
|
|
$
|
(190,772
|
)
|
$
|
106,685
|
|
|||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||||||||||||||||||
|
Current liabilities:
|
|||||||||||||||||||||||
|
Short-term borrowings
|
$
|
—
|
|
$
|
1,002
|
|
$
|
—
|
|
$
|
1,432
|
|
$
|
—
|
|
$
|
2,434
|
|
|||||
|
Accounts payable
|
—
|
|
—
|
|
2
|
|
1,608
|
|
—
|
|
1,610
|
|
|||||||||||
|
Intercompany payable
|
20,506
|
|
—
|
|
280
|
|
250
|
|
(21,036
|
)
|
—
|
|
|||||||||||
|
Accrued compensation
|
1
|
|
—
|
|
—
|
|
1,610
|
|
—
|
|
1,611
|
|
|||||||||||
|
Accrued income taxes
|
41
|
|
—
|
|
—
|
|
894
|
|
—
|
|
935
|
|
|||||||||||
|
Deferred tax liabilities
|
3
|
|
—
|
|
—
|
|
116
|
|
—
|
|
119
|
|
|||||||||||
|
Other accrued expenses
|
—
|
|
610
|
|
1
|
|
1,883
|
|
(30
|
)
|
2,464
|
|
|||||||||||
|
Total current liabilities
|
20,551
|
|
1,612
|
|
283
|
|
7,793
|
|
(21,066
|
)
|
9,173
|
|
|||||||||||
|
Long-term debt
|
—
|
|
4,580
|
|
—
|
|
29,172
|
|
—
|
|
33,752
|
|
|||||||||||
|
Long-term accrued compensation and retirement benefits
|
—
|
|
—
|
|
—
|
|
1,535
|
|
—
|
|
1,535
|
|
|||||||||||
|
Long-term accrued income taxes
|
—
|
|
—
|
|
—
|
|
2,476
|
|
—
|
|
2,476
|
|
|||||||||||
|
Long-term intercompany loans payable
|
—
|
|
8,385
|
|
10,002
|
|
9,689
|
|
(28,076
|
)
|
—
|
|
|||||||||||
|
Long-term deferred tax liabilities
|
—
|
|
—
|
|
—
|
|
4,700
|
|
—
|
|
4,700
|
|
|||||||||||
|
Other long-term liabilities
|
—
|
|
—
|
|
—
|
|
1,819
|
|
—
|
|
1,819
|
|
|||||||||||
|
Total liabilities
|
20,551
|
|
14,577
|
|
10,285
|
|
57,184
|
|
(49,142
|
)
|
53,455
|
|
|||||||||||
|
Shareholders’ equity
|
53,230
|
|
592
|
|
65,799
|
|
75,239
|
|
(141,630
|
)
|
53,230
|
|
|||||||||||
|
Total liabilities and shareholders’ equity
|
$
|
73,781
|
|
$
|
15,169
|
|
$
|
76,084
|
|
$
|
132,423
|
|
$
|
(190,772
|
)
|
$
|
106,685
|
|
|||||
44
MEDTRONIC PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Condensed Consolidating
Statement of Cash Flows
Three Months Ended
July 31, 2015
CIFSA Senior Notes
|
(in millions)
|
Parent Company Guarantor (Medtronic plc)
|
Subsidiary Issuer (CIFSA)
|
Subsidiary Guarantors
|
Subsidiary Non-guarantors
|
Consolidating
Adjustments
|
Total
|
|||||||||||||||||
|
Operating Activities:
|
|||||||||||||||||||||||
|
Net cash provided by (used in) operating activities
|
$
|
(2
|
)
|
$
|
468
|
|
$
|
374
|
|
$
|
476
|
|
$
|
(500
|
)
|
$
|
816
|
|
|||||
|
Investing Activities:
|
|||||||||||||||||||||||
|
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
(179
|
)
|
—
|
|
(179
|
)
|
|||||||||||
|
Additions to property, plant, and equipment
|
—
|
|
—
|
|
—
|
|
(224
|
)
|
—
|
|
(224
|
)
|
|||||||||||
|
Purchases of marketable securities
|
—
|
|
—
|
|
—
|
|
(1,851
|
)
|
—
|
|
(1,851
|
)
|
|||||||||||
|
Sales and maturities of marketable securities
|
—
|
|
—
|
|
—
|
|
1,266
|
|
—
|
|
1,266
|
|
|||||||||||
|
Net decrease in intercompany loans
|
(108
|
)
|
(195
|
)
|
(1,081
|
)
|
(3,628
|
)
|
5,012
|
|
—
|
|
|||||||||||
|
Other investing activities, net
|
—
|
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|||||||||||
|
Net cash provided by (used in) investing activities
|
(108
|
)
|
(195
|
)
|
(1,081
|
)
|
(4,614
|
)
|
5,012
|
|
(986
|
)
|
|||||||||||
|
Financing Activities:
|
|||||||||||||||||||||||
|
Acquisition-related contingent consideration
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
—
|
|
(3
|
)
|
|||||||||||
|
Change in short-term borrowings, net
|
—
|
|
—
|
|
429
|
|
—
|
|
—
|
|
429
|
|
|||||||||||
|
Issuance of long-term debt
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
|
Payments on long-term debt
|
—
|
|
(1,000
|
)
|
—
|
|
(4
|
)
|
—
|
|
(1,004
|
)
|
|||||||||||
|
Dividends to shareholders
|
(538
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(538
|
)
|
|||||||||||
|
Issuance of ordinary shares
|
98
|
|
—
|
|
—
|
|
—
|
|
—
|
|
98
|
|
|||||||||||
|
Repurchase of ordinary shares
|
(750
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(750
|
)
|
|||||||||||
|
Net intercompany loan borrowings (repayments)
|
1,017
|
|
179
|
|
108
|
|
3,708
|
|
(5,012
|
)
|
—
|
|
|||||||||||
|
Intercompany dividend paid
|
—
|
|
—
|
|
—
|
|
(500
|
)
|
500
|
|
—
|
|
|||||||||||
|
Other financing activities
|
24
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24
|
|
|||||||||||
|
Net cash provided by (used in) financing activities
|
(149
|
)
|
(821
|
)
|
537
|
|
3,201
|
|
(4,512
|
)
|
(1,744
|
)
|
|||||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
50
|
|
—
|
|
50
|
|
|||||||||||
|
Net change in cash and cash equivalents
|
(259
|
)
|
(548
|
)
|
(170
|
)
|
(887
|
)
|
—
|
|
(1,864
|
)
|
|||||||||||
|
Cash and cash equivalents at beginning of period
|
263
|
|
728
|
|
170
|
|
3,682
|
|
—
|
|
4,843
|
|
|||||||||||
|
Cash and cash equivalents at end of period
|
$
|
4
|
|
$
|
180
|
|
$
|
—
|
|
$
|
2,795
|
|
$
|
—
|
|
$
|
2,979
|
|
|||||
45
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). On January 26, 2015 (Acquisition Date), pursuant to a transaction agreement, dated as of June 15, 2014 (the Transaction Agreement), the Company acquired Covidien plc (Covidien) and Medtronic, Inc. (collectively, the Transactions). Following the consummation of the Transactions, Medtronic, Inc. and Covidien became subsidiaries of the Company and became the successor registrant to Medtronic, Inc. 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 year ended
April 24, 2015
. In addition, you should read this discussion along with our condensed consolidated financial statements and related notes thereto as of
July 31, 2015
.
Financial Trends
Throughout this management’s discussion and analysis, you will read about transactions or events that materially contribute to or reduce earnings and materially affect financial trends but which include charges or benefits that result from facts and circumstances that vary in frequency and/or impact to our operations. We present certain financial measures that exclude the impact of these transactions and events (Non-GAAP Adjustments), as presented within the "Net Income GAAP to Non-GAAP Reconciliation" section. Management uses Non-GAAP Adjustments to assist in comparing business trends from period to period on a consistent basis without regard to the impact of such Non-GAAP Adjustments and believes that these Non-GAAP Adjustments are useful to investors in evaluating operating performance by providing better comparability between reporting periods.
In the event there is a Non-GAAP Adjustment recognized in our operating results, the tax cost or benefit attributable to that item is separately calculated and recorded. Because the effective rate can be significantly impacted by these discrete items that take place in 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 Rate is defined as the income tax provision as a percentage of income before income taxes, excluding Non-GAAP Adjustments.
Management uses Free Cash Flow, a non-GAAP financial measure, to represent the cash that we have available to pursue opportunities that we believe enhance shareholder value.
Investors should not consider results reflecting Non-GAAP Adjustments or other non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with generally accepted accounting principles in the United States (U.S.) (U.S. GAAP) and are cautioned that Medtronic may calculate results reflecting Non-GAAP Adjustments in a manner that is different from other companies. Refer to the “Net Income GAAP to Non-GAAP Reconciliation," "Income Taxes," and "Summary of Cash Flows" sections for reconciliations of our results of operations prepared in accordance with U.S. GAAP to those adjusted results considered by management.
EXECUTIVE LEVEL OVERVIEW
Medtronic is the global leader in medical technology - alleviating pain, restoring health, and extending life for millions of people around the world. We develop, manufacture, and market our medical devices and technologies in approximately 160 countries. Our primary products include those for cardiac rhythm disorders, cardiovascular disease, advanced and general surgical care, respiratory and monitoring solutions, neurological disorders, spinal conditions and musculoskeletal trauma, urological and digestive disorders, and ear, nose, and throat and diabetes conditions.
Net income for the three months ended
July 31, 2015
was
$820 million
, $0.57 per diluted share, as compared to net income of
$871 million
, $0.87 per diluted share, for the three months ended July 25, 2014, representing a decrease of 6 percent and 34 percent, respectively.
Acquisition of Covidien
On January 26, 2015, pursuant to the Transaction Agreement, we acquired Covidien. The transaction was accounted for as a business combination using the acquisition method of accounting. Total consideration was approximately
$50 billion
, consisting of
$16 billion
cash and
$34 billion
of non-cash consideration. The operating results for Covidien are included in the Minimally Invasive Therapies Group, Cardiac and Vascular Group and Restorative Therapies Group segments.
For further information regarding the Acquisition, see Note 3 to the current period's condensed consolidated financial statements.
46
The table below illustrates net sales by operating segment for the three months ended
July 31, 2015
and
July 25, 2014
:
|
|
Three months ended
|
|
|||||||||
|
(in millions; NM - Not Meaningful)
|
July 31, 2015
|
July 25, 2014
|
% Change
|
||||||||
|
Cardiac and Vascular Group
|
$
|
2,567
|
|
$
|
2,254
|
|
14
|
%
|
|||
|
Minimally Invasive Therapies Group
|
2,456
|
|
—
|
|
NM
|
|
(1)
|
||||
|
Restorative Therapies Group
|
1,806
|
|
1,603
|
|
13
|
|
|||||
|
Diabetes Group
|
445
|
|
416
|
|
7
|
|
|||||
|
Total Net Sales
|
$
|
7,274
|
|
$
|
4,273
|
|
70
|
%
|
|||
|
(1)
|
Revenue growth rate versus the prior year is not meaningful, as the Minimally Invasive Therapies Group was created upon the acquisition of Covidien, which closed on January 26, 2015. The Minimally Invasive Therapies Group contains the majority of Covidien's former operations.
|
Net sales for the three months ended
July 31, 2015
were
$7.274 billion
, an increase of
70 percent
as compared to the same period in the prior fiscal year. Foreign currency translation had an unfavorable impact of
$529 million
on net sales as compared to the same period in the prior fiscal year. Our performance was favorably impacted by an additional selling week during the first quarter of fiscal year 2016 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 first quarter growth by approximately 6 percentage points. Net sales growth was driven by
14 percent
growth in our Cardiac and Vascular Group,
13 percent
growth in our Restorative Therapies Group, and
7 percent
growth our Diabetes Group compared to the same periods in the prior fiscal year, as well as the addition of
$2.456 billion
of revenue during the first quarter from our Minimally Invasive Therapies Group due to the acquisition of Covidien. The Cardiac and Vascular Group’s performance was primarily a result of strong net sales across all three divisions: Cardiac Rhythm & Heart Failure, Coronary & Structural Heart, and Aortic & Peripheral Vascular. Within our Minimally Invasive Therapies Group, the Surgical Solutions and Patient Monitoring & Recovery divisions contributed
$1.352 billion
and
$1.104 billion
of revenue, respectively. The Restorative Therapies Group’s performance was favorably impacted by the addition of the Neurovascular division, solid growth in Surgical Technologies, and growth in Neuromodulation and Spine. The Diabetes Group's performance was due to solid growth in the U.S driven by the ongoing launch of the MiniMed 530G System with Enlite CGM sensor and its proprietary Threshold Suspend technology. See our discussion in the “Net Sales” section of this management’s discussion and analysis for more information on the results of our operating segments.
Net Income GAAP to Non-GAAP Reconciliation
The following is a reconciliation of our results of operations prepared in accordance with U.S. GAAP to those results after giving effect to Non-GAAP Adjustments. Refer to our discussion in the "Cost and Expenses" section of this management's discussion and analysis for more information on these reconciling items. Investors should not consider results reflecting Non-GAAP Adjustments or other non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP and are cautioned that Medtronic may calculate results reflecting Non-GAAP Adjustments in a manner that is different from other companies.
|
|
Three months ended July 31, 2015
|
||||||||||||||||||
|
(in millions)
|
Net Sales
|
Cost of Products Sold
|
Operating Profit
|
Income from Operations Before Income Taxes
|
Net Income
|
||||||||||||||
|
GAAP
|
$
|
7,274
|
|
$
|
2,456
|
|
$
|
1,131
|
|
$
|
940
|
|
$
|
820
|
|
||||
|
Non-GAAP Adjustments:
|
|||||||||||||||||||
|
Impact of inventory step-up
|
—
|
|
(226
|
)
|
226
|
|
226
|
|
165
|
|
|||||||||
|
Restructuring charges, net
|
—
|
|
—
|
|
67
|
|
67
|
|
52
|
|
|||||||||
|
Acquisition-related items
|
—
|
|
—
|
|
71
|
|
71
|
|
53
|
|
|||||||||
|
Amortization of intangible assets
|
—
|
|
—
|
|
481
|
|
481
|
|
372
|
|
|||||||||
|
Non-GAAP
|
$
|
7,274
|
|
$
|
2,230
|
|
$
|
1,976
|
|
$
|
1,785
|
|
$
|
1,462
|
|
||||
CRITICAL ACCOUNTING ESTIMATES
We have used various accounting policies to prepare the condensed consolidated financial statements in accordance with U.S. GAAP. Our most significant accounting policies are disclosed in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended April 24, 2015.
47
The preparation of the condensed consolidated financial statements, in conformity with U.S. GAAP, requires management to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates reflect managements' best judgment about economic and market conditions and their potential effects on the valuation and/or carrying value of assets and liabilities based upon relevant information available. We base our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Our critical accounting estimates include the following:
Revenue Recognition
The Company records price adjustment rebates as a reduction of net sales in the same period revenue is recognized. We estimate rebates based on sales terms, historical experience, and trend analyses. Subsequent to the January 26, 2015 acquisition of Covidien, we reevaluated the judgments used by management of the Company in making estimates and assumptions that affect the reported amounts for revenues, expenses, assets, and liabilities related to revenue recognition. Based upon the lag time between the original sale to distributors at list price and the related distributor rebate claim earned at time of sale to the end customer, and the judgments involved in estimating such rebates, we consider price adjustment rebates for Covidien to be a critical accounting estimate. We adjust reserves to reflect differences between estimated and actual experience, and record such adjustment as a reduction of sales in the period of adjustment. Adjustments to recorded reserves have not been significant. Covidien price adjustment rebates charged against gross sales in the first quarter of fiscal year 2016 were $737 million.
Legal Proceedings
We are involved in a number of legal actions involving product liability, intellectual property disputes, shareholder derivative actions, securities class actions, other class actions, income tax matters, and environmental matters. The outcomes of these legal actions are not within our complete control and may not be known for prolonged periods of time. In some actions, the claimants seek damages, as well as other relief (including injunctions barring the sale of products that are the subject of the lawsuit), that could require significant expenditures or result in lost revenues. Estimates of probable losses resulting from litigation, governmental proceedings, and income tax matters 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. Our significant legal proceedings are discussed in Note 16 to the current period’s condensed consolidated financial statements. While it is not possible to predict the outcome for most of the matters discussed in Note 16 to the current period’s condensed consolidated financial statements, we believe it is possible that costs associated with them could have a material adverse impact on our consolidated earnings, financial position, or cash flows.
Income Taxes
Our effective tax rate is based on income, statutory tax rates, and tax planning opportunities available to us in the various jurisdictions in which we operate. 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. These reserves are established and adjusted in accordance with the principles of U.S. GAAP. 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 (i) there is a completion of a tax audit, (ii) there is a change in applicable tax law including a tax case or legislative guidance, or (iii) there is an expiration of the statute of limitations. Significant judgment is required in accounting for tax reserves. Although we believe that we have adequately provided for liabilities resulting from tax assessments by taxing authorities, positions taken by these tax authorities could have a material impact on our effective tax rate, consolidated earnings, financial position or cash flows.
Tax regulations require certain items to be included in the tax return at different times than when those items are required to be recorded in the condensed consolidated financial statements. As a result, our effective tax rate reflected in our condensed consolidated financial statements is different than that reported in our tax returns. Some of these differences are permanent, such as expenses that are not deductible on our tax return, and some are temporary differences, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. Deferred tax assets generally represent items that can be used as a tax deduction or credit in our tax return in future years for which we have already recorded the tax benefit in our condensed
48
consolidated statements of income. We establish valuation allowances for our deferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit. Deferred tax liabilities generally represent tax expense recognized in our condensed consolidated financial statements for which payment has been deferred or expense has already been taken as a deduction on our tax return but has not yet been recognized as an expense in our condensed consolidated statements of income.
Valuation of Intangible Assets
Intangible assets include patents, trademarks, tradenames, customer relationships, purchased technology, and in-process research & development (IPR&D). When we acquire a business, the assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date. IPR&D represents the fair value of those R&D projects for which the related products have not received regulatory approval and have no alternative future use. 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 fair value assigned to IPR&D is determined by estimating the future cash flows of each project or technology and discounting the net cash flows back to their present values. The discount rate used is determined at the time of measurement in accordance with accepted valuation methodologies. There is risk that actual results will differ materially from the original cash flow projections, due to the uncertainty associated with R&D projects. In addition, there are risks associated with achieving product commercialization. These risks include, but are not limited to, delays or failure to obtain regulatory approvals to conduct clinical trials, delays or failure to obtain required market clearances, or delays or issues with patent issuance, validity, and litigation.
Our impairment reviews of other intangible assets are based on a discounted future cash flow approach that requires significant judgment with respect to future revenue and expense growth rates, appropriate discount rate, asset groupings, and other assumptions and estimates. We use estimates that are consistent with our business plans and a market participant view of the assets being evaluated. Actual results may differ from our estimates due to a number of factors including, among others, changes in competitive conditions, timing of regulatory approval, results of clinical trials, changes in worldwide economic conditions, and fluctuations in foreign currency exchange rates. Other intangible assets, net of accumulated amortization, were $
27.699 billion
and $
28.101 billion
as of
July 31, 2015
and
April 24, 2015
, respectively.
Goodwill
Goodwill is the excess of the purchase price consideration over the estimated fair value of net assets of acquired businesses. The test for goodwill impairment requires us to make several estimates about fair value, most of which are based on projected future cash flows. Our estimates associated with the goodwill impairment test are considered critical due to the amount of goodwill recorded on our condensed consolidated balance sheets and the judgment required in determining fair value, including projected future cash flows. The Company assesses the impairment of goodwill annually in the third quarter at the reporting unit level and whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired. Goodwill was $
40.657 billion
and $
40.530 billion
as of
July 31, 2015
and
April 24, 2015
, respectively.
Contingent Consideration
Contingent consideration is recorded at the acquisition date at estimated fair value. The fair value of the contingent consideration is remeasured each reporting period with the change in fair value recognized as income or expense within
acquisition-related items
in our condensed consolidated statements of income. Changes to the fair value of contingent consideration can result from changes in discount rates, the timing and amount of revenue estimates, or in the timing or probability of achieving the milestones which trigger payment. The fair value of contingent consideration was
$291 million
and
$264 million
as of
July 31, 2015
and
April 24, 2015
, respectively.
NEW ACCOUNTING PRONOUNCEMENTS
Information regarding new accounting pronouncements is included in Note 2 to the current period’s condensed consolidated financial statements.
ACQUISITIONS
Information regarding acquisitions is included in Note 3 to the current period’s condensed consolidated financial statements.
49
NET SALES
The table below illustrates net sales by operating segment and division for the three months ended
July 31, 2015
and
July 25, 2014
:
|
|
Three months ended
|
|
|||||||
|
(dollars in millions; NM - Not Meaningful)
|
July 31, 2015
|
July 25, 2014
|
%
Change
|
||||||
|
Cardiac Rhythm & Heart Failure
|
$
|
1,369
|
|
$
|
1,256
|
|
9%
|
||
|
Coronary & Structural Heart
|
788
|
|
766
|
|
3
|
||||
|
Aortic & Peripheral Vascular
|
410
|
|
232
|
|
77
|
||||
|
TOTAL CARDIAC & VASCULAR GROUP
|
2,567
|
|
2,254
|
|
14
|
||||
|
Surgical Solutions
|
1,352
|
|
—
|
|
NM
|
||||
|
Patient Monitoring & Recovery
|
1,104
|
|
—
|
|
NM
|
||||
|
TOTAL MINIMALLY INVASIVE THERAPIES GROUP
|
2,456
|
|
—
|
|
NM
|
||||
|
Spine
|
763
|
|
743
|
|
3
|
||||
|
Neuromodulation
|
485
|
|
479
|
|
1
|
||||
|
Surgical Technologies
|
420
|
|
381
|
|
10
|
||||
|
Neurovascular
|
138
|
|
—
|
|
NM
|
||||
|
TOTAL RESTORATIVE THERAPIES GROUP
|
1,806
|
|
1,603
|
|
13
|
||||
|
DIABETES GROUP
|
445
|
|
416
|
|
7
|
||||
|
TOTAL
|
$
|
7,274
|
|
$
|
4,273
|
|
70%
|
||
The increase in net sales for the three months ended
July 31, 2015
as compared to three months ended
July 25, 2014
was primarily attributable to the Covidien acquisition as well as strong growth in Cardiac and Vascular Group and growth in Restorative Therapies and Diabetes Groups. Net sales for the three months ended
July 31, 2015
were favorably impacted by an additional selling week during the first quarter of fiscal year 2016. Net sales for the three months ended
July 31, 2015
were unfavorably impacted by foreign currency translation of
$529 million
when compared to the same period of the prior fiscal year. The primary exchange rate movements that impacted our consolidated net sales growth were the U.S. dollar as compared to the Euro and Japanese Yen. The impact of foreign currency fluctuations on net sales was not indicative of the impact on net income due to foreign currency impact on operating costs and expenses and our hedging activities. See “Item 3 – Quantitative and Qualitative Disclosures About Market Risk,” Note 8 to the current period’s condensed consolidated financial statements, and our Annual Report on Form 10-K for the year ended April 24, 2015 for further details on foreign currency instruments and our related risk management strategies.
Cardiac and Vascular Group
The Cardiac and Vascular Group is composed of the Cardiac Rhythm & Heart Failure, Coronary & Structural Heart, and Aortic & Peripheral Vascular divisions. The Cardiac and Vascular Group's products, with specific focus on comprehensive disease management, include pacemakers, insertable and external cardiac monitors, implantable defibrillators, leads and delivery systems, ablation products, electrophysiology catheters, products for the treatment of atrial fibrillation, information systems for the management of patients with Cardiac Rhythm & Heart Failure devices, products designed to reduce surgical site infections, coronary and peripheral stents and related delivery systems, 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 Cardiocom and Cath Lab Managed Services (CLMS). The Cardiac and Vascular Group’s net sales for the three months ended
July 31, 2015
were
$2.567 billion
, an increase of
14 percent
as compared to the same period in the prior fiscal year. Foreign currency translation had an unfavorable impact on net sales for the three months ended
July 31, 2015
of $202 million compared to the same period in the prior fiscal year. The Cardiac and Vascular Group was favorably impacted by an additional selling week during the first quarter of fiscal year 2016, which impacted all divisions. The Cardiac and Vascular Group’s performance for the three months ended
July 31, 2015
resulted from the addition of a portion of the Covidien Peripheral business into the Aortic & Peripheral Vascular division and strong net sales across all three divisions. See the more detailed discussion of each division's performance below.
Cardiac Rhythm & Heart Failure net sales for the three months ended
July 31, 2015
were
$1.369 billion
, an increase of
9 percent
compared to the same period in the prior fiscal year. The increase in Cardiac Rhythm & Heart Failure net sales was driven by higher sales volume of the Reveal LINQ insertable cardiac monitor and continued strength of the Viva XT CRT-D with Attain Performa quadripolar CRT-D lead system in the U.S. and Evera MRI SureScan ICD in Japan. Net sales of the
50
Cardiac Rhythm & Heart Failure division were also driven by the continued global acceptance of the Arctic Front Advance Cardiac CryoAblation Catheter (Arctic Front) system. Net sales were partially offset by unfavorable foreign currency translation.
Coronary & Structural Heart net sales for the three months ended
July 31, 2015
were
$788 million
, an increase of
3 percent
as compared to the same period in the prior fiscal year. The increase in Coronary & Structural Heart net sales was driven by the ongoing success of the CoreValve transcatheter aortic heart valve in the U.S., the launch of the CoreValve Evolute-R recapturable system in international markets and recently in the U.S. (with a launch late in the first quarter of fiscal year 2016), and the international launch of the Resolute Onyx drug-eluting stent in November 2014. In addition, net sales of Coronary & Structural Heart were driven by the continued acceptance of Resolute Integrity in the U.S. and the recent launches of the NC Euphora and SC Euphora balloon dilatation catheters. Net sales were partially offset by unfavorable foreign currency translation and continued pricing pressures in the U.S., Europe, and India in our Coronary business.
Aortic & Peripheral Vascular net sales for the three months ended
July 31, 2015
were
$410 million
, an increase of
77 percent
as compared to the same period in the prior fiscal year. The Aortic & Peripheral Vascular division includes a portion of the Covidien Peripheral business, which contributed strong performance during the first quarter of fiscal year 2016 on the strength of its chronic venous insufficiency products. The increase in Aortic & Peripheral Vascular net sales was driven by the ongoing adoption of the IN.PACT Admiral drug-coated balloon and growth from the Endurant 2S Abdominal Aortic Aneurysm (AAA) Stent Graft System in the U.S. and Europe. Net sales for the Aortic & Peripheral Vascular division were impacted by unfavorable foreign currency translation, increased competition in international markets, and pricing pressures in Europe and Japan.
Looking ahead, we expect our Cardiac and Vascular Group could be impacted by the following:
|
•
|
Increasing competition, fluctuations in foreign currency, and continued pricing pressures.
|
|
•
|
Continued future growth from Reveal LINQ, our next-generation insertable cardiac monitor launched in international and U.S. markets in the third and fourth quarters of fiscal year 2014, respectively.
|
|
•
|
Continued acceptance and future growth from the Viva/Brava family of CRT-D devices and the Attain Performa portfolio of quadripolar leads. The Viva/Brava family of CRT-D devices utilizes a new algorithm, called AdaptivCRT, which improves patients’ response rates to CRT-D therapy by preserving the patients’ normal heart rhythms and continually adapts to individual patient needs. Paired with Viva/Brava Quad CRT-D, Attain Performa leads provide additional options for physicians to optimize patient therapy. In the second quarter of fiscal year 2015, we received U.S. FDA approval of our Attain Performa quadripolar lead, Viva Quad XT CRT-D, and Viva Quad S CRT-D.
|
|
•
|
Continued acceptance and future growth from the Evera family of ICDs. The Evera family of ICDs has increased battery longevity, advanced shock reduction technology, and a contoured shape with thin, smooth edges that better fits inside the body. Our Evera MRI SureScan ICD received CE Mark approval late in the fourth quarter of fiscal year 2014 and launched in Japan in November 2014. We expect U.S. FDA approval of this product in the U.S. in the second quarter of fiscal year 2016.
|
|
•
|
Continued acceptance and future growth from the Advisa DR MRI SureScan pacing system for use in full-body MRI scans. The Advisa DR MRI SureScan is our second-generation MRI pacing system and is the first system to combine advanced pacing technology with proven MRI access. We received U.S. FDA approval of the Advisa SR MRI SureScan single-chamber pacemaker in the first quarter of fiscal year 2016.
|
|
•
|
Acceptance of our Micra transcatheter pacing system, which received CE Mark approval in April 2015. Micra is a miniaturized single chamber pacemaker system that is delivered through the femoral vein and is implanted in the right ventricle of the heart. The system does not use a lead and does not have a subcutaneous device pocket underneath the skin as with conventional pacemaker systems.
|
|
•
|
Continued future growth from the Arctic Front system, including the second generation Arctic Front Advance Cardiac Cryoballoon. The Arctic Front system is a cryoballoon indicated for the treatment of drug refractory paroxysmal atrial fibrillation. The cryoballoon treatment involves a minimally invasive procedure that efficiently creates circumferential lesions around the pulmonary vein, which studies have indicated is the source of erratic electrical signals that cause irregular heartbeat. We received U.S. FDA approval in May 2015 for the Aortic Front Advance ST Cryoablation Catheter.
|
51
|
•
|
Continued acceptance and future growth from Cardiocom's remote telemonitoring solutions business for the management of chronic diseases such as heart failure, diabetes, and hypertension. Cardiocom has a readmission reduction program focused on minimizing heart failure readmission penalties for U.S. hospitals.
|
|
•
|
Acceptance of our CLMS business. CLMS provides a unique service offering, whereby we enter into long-term contracts with hospitals, both within Europe and in certain other regions around the world, to upgrade and more effectively manage their cath lab and hybrid operating rooms. At the end of the first quarter of fiscal year 2016, we had 59 agreements. We expect net sales trends to also be impacted by the continued growth of NGC, acquired in August 2014. NGC brings expertise in material management and managed equipment services, infrastructure design, and turnkey installation.
|
|
•
|
Integration of CardioInsight Technologies, Inc. (CardioInsight), acquired in June 2015, into the Cardiac Rhythm & Heart Failure division. CardioInsight is a medical device company that developed a new approach to improve the mapping of electrical disorders of the heart.
|
|
•
|
Continued acceptance of our CoreValve transcatheter heart valve technologies for the replacement of the aortic valve. We received Japanese regulatory approval in March 2015 and are anticipating reimbursement approval and launch in Japan in the third quarter of fiscal year 2016. We received U.S. FDA approval for valve-in-valve implantation in March 2015.
|
|
•
|
Continued acceptance of Evolut R, our next-generation recapturable system with differentiated 14-French equivalent delivery system. We received CE Mark approval for the 26 and 29 millimeter sizes of the valves early in the fourth quarter of fiscal year 2015 and U.S. FDA approval in the first quarter of fiscal year 2016.
|
|
•
|
Acceptance of the Resolute Onyx drug-eluting coronary stent which received CE Mark approval in November 2014. Resolute Onyx builds on the Resolute Integrity drug-eluting coronary stent with thinner struts to improve deliverability and is the first stent to feature our CoreWire technology, allowing greater visibility during the procedure.
|
|
•
|
Continued acceptance of the Resolute Integrity drug-eluting coronary stent and the Integrity bare metal stent. The global stent market continues to experience pricing pressure resulting from government austerity programs and reimbursement cuts in Europe, Japan, and India.
|
|
•
|
Continued worldwide growth of the Valiant Captivia Thoracic Stent Graft System.
|
|
•
|
Continued and future acceptance of the Endurant family of AAA stent graft products. We received CE Mark and U.S. FDA approval of the Endurant 2S stent graft late in the second quarter of fiscal year 2015.
|
|
•
|
Acceptance of the IN.PACT Admiral drug-coated balloon for the treatment of peripheral artery disease in the upper leg. The IN.PACT Admiral drug-coated balloon was launched in the U.S. early in the fourth quarter of fiscal year 2015. We broadened this launch by leveraging our Covidien peripheral sales force.
|
|
•
|
Integration of Aptus Endosystems, Inc. (Aptus), acquired in June 2015, into the Aortic & Peripheral division. Aptus is a medical device company focused on developing advanced technology for endovascular aneurysm repair and thoracic endovascular aneurysm repair.
|
|
•
|
Future growth in the U.S. from the integration of the legacy Covidien U.S. sales force to maximize cross-selling opportunities with complementary products.
|
Minimally Invasive Therapies Group
The Minimally Invasive Therapies Group is composed of the Surgical Solutions and Patient Monitoring & Recovery divisions. The group looks to enhance patient outcomes through minimally invasive solutions with a focus on diseases of the gastrointestinal tract, lungs, pelvic region, kidneys, obesity, and preventable complications. The Surgical Solutions division's products include those for advanced and general surgical care (stapling, vessel sealing, and other surgical instruments), sutures, electrosurgery products, hernia mechanical devices, mesh implants, and solutions for gastrointestinal (GI), advanced ablation, and interventional lung. The Patient Monitoring & Recovery division's products include ventilators, capnography and other airway products, sensors, monitors, compression and dialysis products, enteral feeding, wound care, and medical surgical products (including operating room supply products, electrodes, needles, syringes, and sharps disposals). The Minimally Invasive Therapies Group’s net sales for the three months ended
July 31, 2015
were $
2.456 billion
. Revenue growth rates as compared to the same period in the prior fiscal year are not included, as the Minimally Invasive Therapies Group was created upon the acquisition of Covidien, which closed on January 26, 2015. The Minimally Invasive Therapies Group contains the majority of Covidien's former operations.
52
Surgical Solutions net sales for the three months ended
July 31, 2015
were $
1.352 billion
. The strong net sales performance in Surgical Solutions for the three months ended
July 31, 2015
was mainly attributable to stapling, energy, and general surgical products. Stapling and energy products results benefited from strong worldwide market adoption of the Endo GIA Reinforced Reload and LigaSure Maryland Jaw, respectively. General surgical products results were largely due to electrosurgery and sutures. Further, Early Technologies product performance was driven by GI solutions and interventional lung solutions
.
In addition, during the first quarter of fiscal year 2016, the Surgical Solutions division announced its agreement to acquire RF Surgical Systems, Inc. and its innovative RF Assure Detection System. This transaction closed on August 11, 2015.
Patient Monitoring & Recovery net sales for the three months ended
July 31, 2015
were $
1.104 billion
. Net sales in Patient Monitoring & Recovery for the three months ended
July 31, 2015
were driven mainly by U.S. respiratory and patient monitoring, nursing care, and patient care and safety. Respiratory and patient monitoring performance was driven by pulse oximetry sales volume, while nursing care performance was primarily due to sales volume of enteral feeding products.
Looking ahead, we expect the Minimally Invasive Therapies Group could be impacted by the following:
|
•
|
Changes in procedural volumes, increasing competition, reimbursement challenges, impacts from changes in the mix of our product offerings, fluctuations in foreign currency, and pricing pressure, particularly in developed markets.
|
|
•
|
Continued integration of Minimally Invasive Therapies Group into Medtronic. We believe the combined company allows us to treat more patients, in more ways, and in more places around the world.
|
|
•
|
Continued acceptance and future growth from less invasive surgical techniques to help patients recover faster and at less overall cost to the healthcare system. Opportunities exist to provide advanced solutions that minimize complications and increase efficiency. We intend to create localized solutions to improve surgical approaches and increase access to care, address economic and clinical challenges, and advance minimally invasive surgery by minimizing complications, thereby reducing surgical variability and increasing efficiency.
|
|
•
|
Continued and future acceptance of advanced and general surgical care products and minimally invasive procedures, including stapling, vessel sealing, and other surgical instruments. Key recently launched products include the Endo GIA Reinforced Reload Stapler and the LigaSure Maryland jaw laparoscopic sealer and divider.
|
|
•
|
Creating less invasive standards of care to address conditions of the GI tract and lung to enable earlier diagnosis and intervention, as well as continued and future acceptance of new technologies in the areas of GI, advanced ablation, and interventional lung solutions. Key products include the PillCam for GI and the superDimension system, which enables a minimally invasive approach to accessing difficult-to-reach areas of the lung to aid in the diagnosis of lung cancer.
|
|
•
|
Market acceptance and continued adoption of innovative new products to treat respiratory compromise, a progressive condition impacting a patient’s ability to breathe effectively, as well as continued acceptance and growth in respiratory care, ventilation and airway management, patient monitoring, and homecare. Key products in this area include the Puritan Bennett 980 ventilator, Capnostream 20p bedside capnography monitor with Microstream technology, the Nellcor pulse oximetry system with OxiMax technology and the Nellcor Bedside SpO2 Patient Monitoring System with Respiratory Rate.
|
|
•
|
Continued worldwide acceptance and future growth from products and procedures focused on providing care to those in 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.
|
Restorative Therapies Group
The Restorative Therapies Group is composed of the Spine, Neuromodulation, Surgical Technologies, and Neurovascular divisions. The Restorative Therapies Group includes products for various areas of the spine, bone graft substitutes, biologic products, trauma, implantable neurostimulation therapies and drug delivery systems
for the treatment of chronic pain, movement disorders, obsessive-compulsive disorder (OCD), overactive bladder, urinary retention, fecal incontinence and gastroparesis, products to treat conditions of the ear, nose, and throat, and systems that incorporate advanced energy surgical instruments. Additionally, this group manufactures and sells image-guided surgery and intra-operative imaging systems. With
53
the addition of the Neurovascular division through the January 2015 Covidien acquisition, the group manufactures and markets products and therapies to treat diseases of the vasculature in and around the brain and includes sales of coils, neurovascular stents and flow diversion products. The Restorative Therapies Group’s net sales for the three months ended
July 31, 2015
were
$1.806 billion
, an increase of
13
percent as compared to the same period in the prior fiscal year. Foreign currency translation had an unfavorable impact on net sales for the three months ended
July 31, 2015
of $86 million compared to the same period in the prior fiscal year. The Restorative Therapies Group was favorably impacted by an additional selling week during the first quarter of fiscal year 2016. The Restorative Therapies Group’s performance for the three months ended
July 31, 2015
was favorably impacted by the addition of the Neurovascular division, solid growth in Surgical Technologies, and growth in Neuromodulation and Spine. See the more detailed discussion of each division’s performance below.
Spine net sales for the three months ended
July 31, 2015
were
$763 million
, an increase of
3
percent as compared to the same period in the prior fiscal year. The increase in Spine net sales was primarily driven by growth in BMP and slight growth in Core Spine, partially offset by unfavorable foreign currency translation and declines in Interventional Spine. Core Spine sales volumes were lower in the U.S. as the business experienced some temporary disruption from the Restorative Therapies Group commercial sales management realignment. Interventional Spine net sales decline was driven by continued pricing pressures in the market. Underlying demand for BMP continued to stabilize during the three months ended
July 31, 2015
.
Neuromodulation net sales for the three months ended
July 31, 2015
were
$485 million
, an increase of
1
percent compared to the same period in the prior fiscal year. The increase in net sales was primarily due to solid growth in Gastro/Uro in the U.S. and Europe and growth in our Activa deep brain stimulation (DBS) systems for movement disorders, partially offset by unfavorable foreign currency translation. Our Pain Stim business showed slight improvement, driven by our RestoreSensor SureScan MRI system. The U.S. pain stim market showed signs of stabilization during the quarter, following three consecutive quarters of decline.
Surgical Technologies net sales for the three months ended
July 31, 2015
were
$420 million
, an increase of
10
percent compared to the same period in the prior fiscal year. The increase in net sales was driven by strong growth in Advanced Energy and solid growth in Neurosurgery and ENT, partially offset by unfavorable foreign currency translation. Net sales growth was driven by strong growth the Aquamantys Transcollation and PEAK PlasmaBlade technologies, disposables, service revenue, and the O-arm imaging systems. In addition, Surgical Technologies continues to benefit from the adoption of new products, including the Straightshot M5 Microdebrider, Visualase, and NuVent sinus balloons, which were partially offset by the divestiture of our manual instruments product line, including MicroFrance instruments, during the third quarter of fiscal year 2015.
Neurovascular net sales for the three months ended
July 31, 2015
were $
138 million
. The division contributed revenue from the strength of its Flow Diversion, Stents, and Access product lines, partially offset by unfavorable foreign currency translation. New products, such as our PipelineFlex device and Solitaire FR revascularization device, drove solid performance in Flow Diversion and Stents. The New England Journal of Medicine published several positive clinical trials on our Solitaire FR revascularization device earlier this year, resulting in continued customer adoption of the product. Use of the Solitaire FR revascularization and Pipeline Flex devices also resulted in increased sales of neurovascular access products.
Looking ahead, we expect our Restorative Therapies Group could be affected by the following:
|
•
|
Changes in procedural volumes, competitive and pricing pressure, reimbursement challenges, impacts from changes in the mix of our product offerings, the timing of product registration approvals, and fluctuations in foreign currency.
|
|
•
|
Integration of the Neurovascular division into the Restorative Therapies Group. Neurovascular was formerly part of Covidien and develops, manufactures, and markets products and therapies to treat diseases of the vasculature in and around the brain.
|
|
•
|
Continued commercial integration in the Restorative Therapies group and market acceptance of our new integrated solutions through the Surgical Synergy program, which integrates our spinal implants and Surgical Technologies' imaging and navigation equipment.
|
|
•
|
Market acceptance and continued adoption of innovative new products, such as our recent Cervical product introductions, our CD Horizon Solera Voyager system, our ELEVATE expandable interbody cages, and our OLIF procedural solutions.
|
|
•
|
Continued pricing and competitive pressures on premium balloon kyphoplasty (BKP) within Interventional Spine. Though we remain focused on communicating the clinical and economic benefits for premium BKP, we expect pressure in several markets to continue. We believe opportunities for growth exist in the broader
|
54
vertebral compression fracture (VCF) market, and continue to pursue the development of other therapies to treat more patients with VCF, including the recent U.S. launch of the Kyphon V vertebroplasty system.
|
•
|
Acceptance of Kanghui's broad portfolio of trauma, spine, and large-joint reconstruction products focused on the growing global value segment.
|
|
•
|
Adoption rates of stimulators and leads approved for full-body MRI scans to treat chronic pain in major markets around the world.
|
|
•
|
Continued acceptance of pain stimulators to treat chronic pain, including RestoreSensor, which is currently available in the U.S. and certain international markets. RestoreSensor is a neurostimulator for chronic pain that automatically adjusts to the patients’ position changes.
|
|
•
|
Ongoing obligations under the consent decree entered in April 2015 relating to the SynchroMed drug infusion system and the Neuromodulation quality system.
|
|
•
|
Continued and future acceptance of our current indications for Medtronic DBS Therapy for the treatment of movement disorders, epilepsy (approved in Europe), and OCD. The DBS Therapy portfolio includes Activa PC, our small and advanced primary cell battery, and Activa RC, a rechargeable DBS device.
|
|
•
|
Continued acceptance of InterStim Therapy for the treatment of the symptoms of overactive bladder, urinary retention, and bowel incontinence.
|
|
•
|
Continued growth from Advanced Energy products and strategies to focus on its four core markets of orthopedic, spine, breast surgery, and CRDM replacements.
|
|
•
|
Continued acceptance of the Neurosurgery StealthStation S7 and O-Arm Imaging Systems.
|
|
•
|
Continued acceptance and growth of intraoperative nerve monitoring during surgical procedures utilizing the NIM-Response 3.0 during head and neck surgical procedures. Additionally, continued growth in nerve monitoring utilizing the NIM Eclipse system during spinal surgical procedures.
|
|
•
|
Acceptance of the recently launched NuVent sinus balloon, with built-in surgical EM navigation, used for chronic sinusitis to restore sinus drainage in a minimally invasive way.
|
|
•
|
Continued acceptance and growth in use of the Midas and ENT power systems.
|
|
•
|
Integration of Sophono, Inc. (Sophono), acquired in March 2015, a developer and manufacturer of minimally invasive, transcutaneous bone conduction hearing implants, into the Surgical Technologies division.
|
|
•
|
Acceptance of Neurovascular therapies, including 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.
|
Diabetes Group
The Diabetes Group is composed of the Intensive Insulin Management (IIM), Non-Intensive Diabetes Therapies (NDT) and Diabetes Services & Solutions (DSS) divisions. The Diabetes Group products include insulin pumps, continuous glucose monitoring (CGM) systems, insulin pump consumables, and therapy management software. The Diabetes Group’s net sales for the three months ended
July 31, 2015
were
$445 million
, an increase of
7
percent over the same period in the prior fiscal year. The Diabetes Group was favorably impacted by an additional selling week during the first quarter of fiscal year 2016. Net sales in the U.S. increased 13 percent for the three months ended
July 31, 2015
compared to the same period in the prior fiscal year. The Diabetes Group's performance in the U.S. was driven by the ongoing U.S. launch of the MiniMed 530G System with Enlite sensor. Net sales in the international markets decreased 2 percent for the three months ended
July 31, 2015
compared to the same period in the prior fiscal year. Foreign currency translation had an unfavorable impact on net sales for the three months ended
July 31, 2015
of $33 million compared to the same period in the prior fiscal year. The Diabetes Group's performance in international markets was favorably affected by the continued adoption and use of the Veo insulin pump with low-glucose suspend and Enlite sensor, and the ongoing launch in select markets of our next-generation MiniMed 640G System with the Enhanced Enlite sensor.
55
Looking ahead, we expect our Diabetes Group could be impacted by the following:
|
•
|
Increasing competition, potential risk of pricing pressures, reduction in reimbursement rates, and fluctuations in foreign currency.
|
|
•
|
Changes in medical reimbursement policies and programs. Continued acceptance and improved reimbursement of CGM technologies.
|
|
•
|
Continued acceptance from both physicians and patients of insulin-pump and CGM therapy.
|
|
•
|
Continued acceptance and future growth of the MiniMed 530G System, available in the U.S., which includes the insulin pump and Enlite sensor. This is the first system in the U.S. that assists in protecting against the risk of hypoglycemia by automatically suspending insulin delivery when glucose falls below a specified threshold.
|
|
•
|
Continued acceptance and future growth from our next-generation pump systems, the MiniMed 640G with predictive low-glucose management, which has launched in Europe and Australia, and the MiniMed 620G, the first integrated system customized for the Japanese market. The Company continues to make progress in bringing the 640G technology to the U.S. and plans to submit the premarket approval to the U.S. FDA in calendar year 2015.
|
|
•
|
Acceptance of MiniMed Connect, which allows users to view their insulin pump and CGM data on a smartphone and provides remote monitoring and text message notifications. The Company received U.S. FDA approval during the first quarter of fiscal 2016.
|
OPERATIONS BY MARKET GEOGRAPHY
The table below illustrates net sales by market geography for each of our operating segments for the three months ended
July 31, 2015
and
July 25, 2014
:
|
|
Three months ended July 31, 2015
|
Three months ended July 25, 2014
|
|||||||||||||||||||||
|
(in millions)
|
U.S.
|
Non-U.S. Developed Markets
|
Emerging Markets
|
U.S.
|
Non-U.S. Developed Markets
|
Emerging Markets
|
|||||||||||||||||
|
Cardiac and Vascular Group
|
$
|
1,352
|
|
$
|
830
|
|
$
|
385
|
|
$
|
1,019
|
|
$
|
860
|
|
$
|
375
|
|
|||||
|
Minimally Invasive Therapies Group
|
1,292
|
|
841
|
|
323
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
|
Restorative Therapies Group
|
1,224
|
|
386
|
|
196
|
|
1,072
|
|
390
|
|
141
|
|
|||||||||||
|
Diabetes Group
|
274
|
|
140
|
|
31
|
|
242
|
|
143
|
|
31
|
|
|||||||||||
|
Total
|
$
|
4,142
|
|
$
|
2,197
|
|
$
|
935
|
|
$
|
2,333
|
|
$
|
1,393
|
|
$
|
547
|
|
|||||
For the three months ended
July 31, 2015
, consolidated net sales in the U.S. increased 78 percent, non-U.S. developed markets increased 58 percent and emerging markets increased 71 percent as compared to the same period in the prior fiscal year. The growth in all markets was primarily driven by the addition of Minimally Invasive Therapies Group net sales totaling $2.456 billion. The growth in all markets was also favorably impacted by an additional selling week during the first quarter of fiscal year 2016. In addition, the increase in net sales in the U.S. was driven by strong growth in the Cardiac and Vascular Group and Diabetes Group, and solid growth in the Restorative Therapies Group, which was favorably impacted by the addition of the addition of the Neurovascular division. The increase in non-U.S. developed markets was partially offset by unfavorable foreign currency of $436 million for the three months ended
July 31, 2015
. The increase in emerging markets was also driven by strong growth in Restorative Therapies Group, partially offset by unfavorable foreign currency translation of $93 million for the three months ended
July 31, 2015
.
COSTS AND EXPENSES
The following is a summary of major costs and expenses as a percent of net sales:
|
|
Three months ended
|
||||
|
|
July 31,
2015 |
July 25,
2014 |
|||
|
Cost of products sold
|
33.8
|
%
|
25.9
|
%
|
|
|
Research and development expense
|
7.7
|
|
8.5
|
|
|
|
Selling, general, and administrative expense
|
33.7
|
|
35.2
|
|
|
56
Cost of Products Sold
Cost of products sold for the three months ended
July 31, 2015
was $
2.456 billion
. For the three months ended
July 31, 2015
, cost of products sold as a percent of net sales increased 7.9 percentage points as compared to the same period in the prior fiscal year. The increase is primarily related to the acquisition of Covidien, which experiences higher costs of products sold as a percentage of net sales, as well as a $226 million charge during the first quarter of fiscal year 2016 related to amortization of the remaining Covidien inventory fair value adjustment.
Research and Development Expense
We have continued to invest in new technologies to drive future growth. Research and development expense for the three months ended
July 31, 2015
was
$558 million
. Research and development expense increased
$193 million
compared to the same period in the prior fiscal year as we continue to innovate and develop new value-based offerings for the market. For the three months ended
July 31, 2015
, research and development expense as a percent of net sales decreased 0.8 of a percent point as compared to the same period in the prior fiscal year. The Company expects research and development expense as a percentage of net sales to continue to be in a range between 7 and 8 percent in fiscal year 2016.
We remain committed to developing technological enhancements and new indications for existing products, and less invasive and new technologies for new and emerging markets to address unmet medical needs. That commitment leads to our initiation and participation in many clinical trials each fiscal year as the demand for clinical and economic evidence remains high. Furthermore, we expect our development activities to help reduce patient care costs and the length of hospital stays in the future. In addition to our investment in research and development, we continue to access new technologies in areas served by our existing businesses, as well as in new areas, through acquisitions, licensing agreements, alliances, and certain strategic equity investments.
Selling, General, and Administrative Expense
Selling, general, and administrative expense for the three months ended
July 31, 2015
was
$2.449 billion
. For the three months ended
July 31, 2015
, selling, general, and administrative expense as a percent of net sales decreased 1.5 percentage points. This decrease was primarily driven by the realization of cost synergies from the Covidien acquisition, as well as continued execution on the legacy leverage initiatives of both Covidien and Medtronic.
The following is a summary of other costs and expenses:
|
Three months ended
|
|||||||
|
(in millions)
|
July 31, 2015
|
July 25, 2014
|
|||||
|
Restructuring charges, net
|
$
|
67
|
|
$
|
30
|
|
|
|
Acquisition-related items
|
71
|
|
41
|
|
|||
|
Amortization of intangible assets
|
481
|
|
87
|
|
|||
|
Other expense, net
|
61
|
|
51
|
|
|||
|
Interest expense, net
|
191
|
|
5
|
|
|||
Restructuring Charges, Net
We incur restructuring charges in connection with our cost-reduction and productivity initiatives or with acquisitions when we implement plans to restructure and integrate the acquired operations. Amounts recognized as restructuring charges result from a series of judgments and estimates about future events and uncertainties and rely heavily on assumptions upon implementation of the initiative programs. Restructuring programs will affect the comparability of our operating results between periods.
We began our restructuring program related to the acquisition of Covidien, the cost synergies initiative, in the fourth quarter of fiscal year 2015. We anticipate approximately $850 million in cost synergies to be achieved as a result of the Covidien acquisition through fiscal year 2018, including administrative office optimization, manufacturing and supply chain infrastructure, and certain general and administrative savings. Restructuring charges are expected to be incurred on a quarterly basis throughout fiscal year 2016 and in future fiscal years as cost synergy initiatives are finalized. Restructuring charges are expected to be primarily related to employee termination costs and costs related to manufacturing/building site closures.
Currently, we have several initiative programs in various states of progress with total restructuring liabilities of $195 million at
July 31, 2015
. During the three months ended
July 31, 2015
, we incurred
$67 million
in restructuring charges related to the cost synergies initiative.
For additional information, see Note 4 to the current period's condensed consolidated financial statements.
57
Acquisition-Related Items
During the three months ended
July 31, 2015
and
July 25, 2014
, we recorded acquisition-related items of
$71 million
and
$41 million
, respectively, primarily due to integration and transaction-related costs incurred in connection with the Covidien acquisition.
Amortization of Intangible Assets
Amortization of intangible assets includes the amortization expense of our definite-lived intangible assets consisting of customer-related, purchased patents, trademarks, tradenames, purchased technology, and other intangible assets. For the three months ended
July 31, 2015
and
July 25, 2014
, amortization expense was
$481 million
and
$87 million
, respectively. The $394 million increase in amortization expense was primarily due to the acquisition of Covidien, which added $390 million in amortization expense, partially offset by reduced ongoing amortization expense from certain intangible assets that became fully amortized.
Other Expense, Net
Other expense, net includes royalty income and expense, realized equity security gains and losses, realized foreign currency transaction and realized and unrealized derivative gains and losses, impairment charges on equity securities, the Puerto Rico excise tax, and the U.S. medical device excise tax. For the three months ended
July 31, 2015
, other expense, net was
$61 million
as compared to
$51 million
for the same period in the prior fiscal year. The largest contributors to the year over year increase in other expense, net were increases in both the U.S. medical device excise tax and royalty expense due to the Covidien acquisition and an impairment charge on an equity investment. The increase in other expense, net was partially offset by a $73 million increase in net realized foreign currency gains. Total net realized foreign currency gains recorded in
other expense, net
was $64 million compared to a loss of $9 million in the same period in the prior year.
Interest Expense, Net
Interest expense, net includes interest earned on our cash, cash equivalents, and investments, interest incurred on our outstanding borrowings, amortization of debt issuance costs and debt discounts, the net realized and unrealized gain or loss on trading securities, ineffectiveness on interest rate derivative instruments, amortization of terminated interest rate swap agreements, and the net realized gain or loss on the sale or impairment of available-for-sale debt securities. For the three months ended
July 31, 2015
, interest expense, net was
$191 million
as compared to
$5 million
for the same period of the prior fiscal year. The increase in interest expense, net during the three months ended
July 31, 2015
was driven by an increase in interest expense related to an increase in total short-term and long-term borrowings primarily resulting from the Covidien acquisition. The increase in interest expense was partially offset by an increase in interest income due to higher investment balances.
INCOME TAXES
|
|
Three months ended
|
||||||
|
(in millions)
|
July 31, 2015
|
July 25, 2014
|
|||||
|
Provision for income taxes
|
$
|
120
|
|
$
|
212
|
|
|
|
Effective tax rate
|
12.8
|
%
|
19.6
|
%
|
|||
|
Non-GAAP Adjustments
|
5.3
|
|
0.5
|
|
|||
|
Non-GAAP Nominal Tax Rate
(1)
|
18.1
|
%
|
20.1
|
%
|
|||
|
(1)
|
Non-GAAP Nominal Tax Rate is defined as the income tax provision as a percentage of income before income taxes, excluding Non-GAAP Adjustments, as defined in the "Financial Trends" section of this management's discussion and analysis. We believe that the resulting non-GAAP financial measure provides useful information to investors because it excludes the effect of these discrete items so that investors can compare our recurring results over multiple periods. Investors should consider this non-GAAP measure in addition to, and not as a substitute for, financial performance measures prepared in accordance with U.S. GAAP. In addition, this non-GAAP financial measure may not be the same or similar to measures presented by other companies.
|
Our effective tax rate for the three months ended
July 31, 2015
was
12.8
percent compared to
19.6
percent for the three months ended
July 25, 2014
. The change in our effective tax rate for the three months ended
July 31, 2015
was primarily due to the impact of restructuring charges, net, acquisition-related items, and the other effects of the acquisition of Covidien.
Our Non-GAAP Nominal Tax Rate for the three months ended
July 31, 2015
was
18.1 percent
compared to
20.1 percent
for the three months ended
July 25, 2014
. The change in our Non-GAAP Nominal Tax Rate was primarily due to the impact from the
58
Transactions. An increase in our Non-GAAP Nominal Tax Rate of 1 percent would result in an additional income tax provision for the three months ended
July 31, 2015
of approximately $
18 million
.
See Notes 11 and 16 to the current period's condensed consolidated financial statements for additional information.
LIQUIDITY AND CAPITAL RESOURCES
|
(dollars in millions)
|
July 31, 2015
|
April 24, 2015
|
|||||
|
Working capital
|
$
|
21,487
|
|
$
|
21,671
|
|
|
|
Current ratio*
|
3.8:1.0
|
|
3.4:1.0
|
|
|||
|
Cash, cash equivalents, and current investments
|
$
|
17,982
|
|
$
|
19,480
|
|
|
|
Less: Short-term borrowings and long-term debt
|
35,559
|
|
36,186
|
|
|||
|
Net cash position**
|
$
|
(17,577
|
)
|
$
|
(16,706
|
)
|
|
|
Total shareholders' equity
|
$
|
52,809
|
|
$
|
53,230
|
|
|
|
Debt-to-total capital ratio ***
|
40
|
%
|
40
|
%
|
|||
|
*
|
Current ratio is the ratio of current assets to current liabilities.
|
|
|
**
|
Net cash position is the sum of cash, cash equivalents, and current investments less short-term borrowings and long-term debt and excludes non-current investments that are not considered readily available to fund current operations.
|
|
|
***
|
Debt-to-total capital ratio is the ratio of total debt (short-term borrowings and long-term debt) to total capitalization (total debt and total shareholder's equity).
|
|
As of
July 31, 2015
, we believe our balance sheet and liquidity provide us with flexibility for the future. We believe our existing cash and investments, as well as our $3.500 billion revolving credit facility, and related $3.500 billion commercial paper program (
$425 million
commercial paper was outstanding as of
July 31, 2015
), will satisfy our foreseeable working capital requirements for at least the next 12 months. We regularly review our capital needs and consider various investing and financing alternatives to support our requirements. From time to time, we also may consider repayments, redemptions or repurchases for cash of our outstanding indebtedness, by means of one or more tender offers or otherwise.
See Notes 7 and 18 to the current period’s condensed consolidated financial statements for additional information regarding the Company's long-term debt and related guarantees.
|
Rating at (1)
|
||||
|
July 31, 2015
|
April 24, 2015
|
|||
|
Standard & Poor's (S&P) Ratings Services
|
||||
|
Long-term debt
|
A
|
A
|
||
|
Short-term debt
|
A-1
|
A-1
|
||
|
Moody's Investors Service (Moody's)
|
||||
|
Long-term debt
|
A3
|
A3
|
||
|
Short-term debt
|
P-2
|
P-2
|
||
(1) Agency ratings are subject to change, and there can be no assurance that a ratings agency will continue to provide ratings and/or maintain its current ratings. A security rating is not a recommendation to buy, sell or hold securities, and may be subject to revision or withdrawal at any time by the rating agency, and each rating should be evaluated independently of any other rating.
Standard & Poor's (S&P) Ratings Services' and Moody's Investors Service long-term debt rating and short-term debt rating at
July 31, 2015
were unchanged as compared to the ratings at
April 24, 2015
. We do not expect the Moody's and S&P Ratings Services' ratings to have a significant impact on our liquidity or future flexibility to access additional liquidity given our balance sheet, our $3.500 billion revolving credit facility and related $3.500 billion commercial paper program discussed above and within the “Debt and Capital” section of this management’s discussion and analysis.
Our net cash position as of
July 31, 2015
, as defined above, decreased by
$871 million
as compared to
April 24, 2015
.
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, or cash flows.
59
Note 16 to the current period’s condensed consolidated financial statements provides information regarding amounts we have accrued related to significant commitments and contingencies. In accordance with U.S. GAAP, we record a liability in our condensed consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated.
As of
July 31, 2015
and
April 24, 2015
, approximately $17.0 billion and $17.7 billion, respectively, of cash, cash equivalents, and investments in marketable debt and equity securities were held by our non-U.S. subsidiaries. As we continue to focus on goals to grow our business globally, and emerging markets continue to be a significant driver of this growth, this has resulted in us permanently reinvesting our non-U.S. cash in our non-U.S. subsidiaries. If the portion of these funds held by U.S. controlled non-U.S. subsidiaries were repatriated to the U.S., the amounts would generally be subject to U.S. tax. We provide for tax liabilities in our financial statements with respect to amounts that we expect to repatriate; however, no tax liabilities are recorded for amounts that we consider to be permanently reinvested. Our current plans do not foresee a need to repatriate funds that are designated as permanently reinvested in order to fund our operations or meet currently anticipated liquidity and capital investment needs. However, from time to time we evaluate our legal entity structure supporting our business operations. To the extent such evaluation results in a change to our overall business structure, we may be required to accrue for additional tax obligations.
We have investments in marketable debt securities that are classified and accounted for as available-for-sale. Our debt securities include U.S. government and agency securities, foreign government and agency securities, corporate debt securities, certificates of deposit, mortgage-backed securities, other asset-backed securities, debt funds, and auction rate securities. Some of our investments may experience reduced liquidity due to changes in market conditions and investor demand. Our auction rate security holdings continue to experience reduced liquidity due to low investor demand. Although our auction rate securities are currently illiquid and other securities could become illiquid, we believe we could liquidate a substantial amount of our portfolio without incurring a material impairment loss.
For the three months ended
July 31, 2015
, the total other-than-temporary impairment losses on available-for-sale debt securities were not significant. Based on our assessment of the credit quality of the underlying collateral and credit support available to each of the remaining securities in which we are invested, we believe we have recorded all necessary other-than-temporary impairments as we do not have the intent to sell, nor is it more likely than not that we will be required to sell, before recovery of cost. As of
July 31, 2015
, we had
$298 million
of gross unrealized losses on our aggregate short-term and long-term available-for-sale debt securities of
$15.027 billion
; if market conditions deteriorate, some of these holdings may experience other-than-temporary impairment in the future which could have a material impact on our financial results. Management is required to use estimates and assumptions in its valuation of our investments, which requires a high degree of judgment, and therefore, actual results could differ materially from those estimates. See Note 6 to the current period’s condensed consolidated financial statements for additional information regarding fair value measurements.
SUMMARY OF CASH FLOWS
|
|
Three months ended
|
||||||
|
(in millions)
|
July 31, 2015
|
July 25, 2014
|
|||||
|
Cash provided by (used in):
|
|
|
|
|
|||
|
Operating activities
|
$
|
816
|
|
$
|
310
|
|
|
|
Investing activities
|
(986
|
)
|
(6
|
)
|
|||
|
Financing activities
|
(1,744
|
)
|
(355
|
)
|
|||
|
Effect of exchange rate changes on cash and cash equivalents
|
50
|
|
(16
|
)
|
|||
|
Net change in cash and cash equivalents
|
$
|
(1,864
|
)
|
$
|
(67
|
)
|
|
Operating Activities
Our net cash provided by operating activities was
$816 million
for the three months ended
July 31, 2015
compared to
$310 million
for the three months ended
July 25, 2014
. The
$506 million
increase in net cash provided by operating activities was primarily attributable to the $750 million settlement payment made to Edwards in May 2014.
Investing Activities
Our net cash used in investing activities was
$986 million
for the three months ended
July 31, 2015
compared to
$6 million
for the three months ended
July 25, 2014
. The
$980 million
increase in net cash used in investing activities during the three months ended
July 31, 2015
was primarily attributable to increased net purchases of marketable securities compared to the same period in the prior fiscal year.
60
Financing Activities
Our net cash used in financing activities was
$1.744 billion
for the three months ended
July 31, 2015
compared to
$355 million
used in financing activities for the three months ended
July 25, 2014
. The
$1.389 billion
increase in net cash used in financing activities was primarily attributable to payments of maturing long-term debt and lower levels of short-term borrowings compared to the same period in the prior year.
Free Cash Flow
Free cash flow represents the cash that we have available to pursue opportunities that we believe enhance shareholder value. Management uses this non-GAAP financial measure, in addition to U.S. GAAP financial measures to evaluate our operating results. Free cash flow is a non-GAAP financial measure, which should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with U.S. GAAP. Reconciliations between net cash provided by operating activities (the most comparable U.S. GAAP measure) and free cash flow are as follows:
|
Three months ended
|
|||||||
|
(in millions)
|
July 31, 2015
|
July 25, 2014
|
|||||
|
Net cash provided by operating activities
|
$
|
816
|
|
$
|
310
|
|
|
|
Net cash used in investing activities
|
(986
|
)
|
(6
|
)
|
|||
|
Net cash used in financing activities
|
(1,744
|
)
|
(355
|
)
|
|||
|
Net cash provided by operating activities
|
816
|
|
310
|
|
|||
|
Additions to property, plant, and equipment
|
(224
|
)
|
(109
|
)
|
|||
|
Free cash flow
|
$
|
592
|
|
$
|
201
|
|
|
|
Dividends to shareholders
|
538
|
|
304
|
|
|||
|
Repurchase of ordinary shares
|
750
|
|
1,065
|
|
|||
|
Issuances of ordinary shares
|
(98
|
)
|
(154
|
)
|
|||
|
Return to shareholders
|
$
|
1,190
|
|
$
|
1,215
|
|
|
To solidify our commitment to our shareholders, we anticipate returning 50 percent of our free cash flow to shareholders during fiscal year 2016.
DEBT AND CAPITAL
Our capital structure consists of equity and interest-bearing debt. Interest-bearing debt as a percentage of total interest-bearing debt and equity was
40 percent
as of
July 31, 2015
and
April 24, 2015
.
Share Repurchase Program
As part of our focus on returning value to our shareholders, shares are repurchased from time to time. In January 2015, the Company's Board of Directors authorized, subject to the ongoing existence of sufficient distributable reserves, the adoption of the existing Medtronic, Inc. share redemption program, which had 29.7 million shares remaining as of
April 24, 2015
. Also, in June 2015, the Company's Board of Directors authorized, subject to the ongoing existence of sufficient distributable reserves, the redemption of an additional
80 million
of the Company's ordinary shares.
During the three months ended
July 31, 2015
, we repurchased approximately 9.9 million shares, respectively, at an average price per share of
$75.20
. As of
July 31, 2015
, we had approximately
99.7 million
shares remaining under share repurchase programs authorized by our Board of Directors.
Financing Arrangements
We use a combination of bank borrowings and commercial paper issuances to fund our short-term financing needs. Short-term debt, including the current portion of our long-term debt and capital lease obligations, as of
July 31, 2015
, was
$1.850 billion
compared to
$2.434 billion
as of
April 24, 2015
. We utilize Senior Notes to meet our long-term financing needs. Long-term debt as of
July 31, 2015
was
$33.709 billion
compared to
$33.752 billion
as of
April 24, 2015
.
For more information on our financing arrangements, see Note 7 to the current period’s condensed consolidated financial statements.
61
Credit Arrangements
As of
July 31, 2015
, we maintained a commercial paper program that allowed us to have a maximum of
$3.500 billion
in commercial paper outstanding, with maturities up to 364 days from the date of issuance. As of
July 31, 2015
, the Company had $425 million of commercial paper outstanding. No amount of commercial paper was outstanding as of
April 24, 2015
. During the three months ended
July 31, 2015
, the weighted average original maturity of the commercial paper outstanding was approximately
37
days and the weighted average interest rate was
0.33
percent. The issuance of commercial paper reduced the amount of credit available under our revolving credit facility.
For more information on credit arrangements, see the "Liquidity and Capital Resources" section of this management discussion and analysis, Note 7 to the current period’s condensed consolidated financial statements, and Note 8 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended
April 24, 2015
.
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS
This Quarterly Report on Form 10-Q, and other written reports and oral statements made by or with the approval of one of the Company’s executive officers from time to time, may include “forward-looking” statements. Forward-looking statements broadly include our current expectations or forecasts of future results. Our forward-looking statements generally relate to our growth and growth strategies, financial results, product development launches and effectiveness, research and development strategy, regulatory approvals, competitive strengths, restructuring and cost-saving initiatives, intellectual property rights, litigation and tax matters, government investigations, mergers and acquisitions, market acceptance of our products, accounting estimates, financing activities, ongoing contractual obligations, working capital adequacy, our effective tax rate, our expected returns to shareholders, and sales efforts. Such statements can 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. One must carefully consider forward-looking statements and understand that such statements may be affected by inaccurate assumptions and may involve a variety of risks and uncertainties, known and unknown, including, among others, risks related to competition in the medical device industry, reduction or interruption in our supply, quality problems, liquidity shortfalls, decreasing prices and pricing pressure, changes in applicable tax rates, positions taken by taxing authorities, adverse regulatory action, litigation results, self-insurance, commercial insurance, health care policy changes, international operations, failure to achieve the intended benefits of the Covidien and other acquisitions or disruption of our current plans and operations, as well as those discussed in the sections entitled “Risk Factors” and “Government Regulation and Other Considerations” in our Annual Report on Form 10-K for the year ended
April 24, 2015
. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially. We intend to take advantage of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding our forward-looking statements, and are including this sentence for the express purpose of enabling us to use the protections of the safe harbor with respect to all forward-looking statements.
We undertake no obligation to update any statement we make, but investors are advised to consult all other disclosures by us in our filings with the Securities and Exchange Commission, especially on Forms 10-K, 10-Q, and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historical results. In addition, actual results may differ materially from those anticipated due to a number of factors, including, among others, those discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended
April 24, 2015
. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks, uncertainties, or potentially inaccurate assumptions.
Foreign Exchange Risk
Due to the global nature of our operations, we are exposed to currency exchange rate changes. In a period where the U.S. dollar is strengthening/weakening as compared to other currencies, our revenues and expenses denominated in foreign currencies are translated into U.S. dollars at a lower/higher value than they would be in an otherwise constant currency exchange rate environment.
We use operational and economic hedges, as well as currency exchange rate derivative instruments, to manage the impact of currency exchange rate fluctuations on earnings and cash flows. In order to minimize earnings and cash flow volatility resulting from currency exchange rate fluctuations, we enter into derivative instruments, principally forward currency exchange rate contracts. These contracts are designed to hedge anticipated foreign currency transactions and changes in the value of specific assets and liabilities. At inception of the contract, the derivative instrument is designated as either a freestanding derivative or a cash flow hedge. The primary currencies of the derivative instruments are the Euro and Japanese Yen. Fluctuations in the currency exchange rates of currency exposures that are unhedged, such as in certain emerging markets, may result in future earnings and cash flow volatility. We do not enter into currency exchange rate derivative instruments for speculative purposes.
62
The gross notional amount of all currency exchange rate derivative instruments outstanding at
July 31, 2015
and
April 24, 2015
was
$9.240 billion
and
$9.782 billion
, respectively. At
July 31, 2015
, these contracts were in an unrealized gain position of $454 million. A sensitivity analysis of changes in the fair value of all foreign currency exchange rate derivative contracts at
July 31, 2015
indicates that, if the U.S. dollar uniformly strengthened/weakened by 10 percent against all currencies, the fair value of these contracts would increase/decrease by approximately $637 million. Any gains and losses on the fair value of derivative contracts would generally be offset by gains and losses on the underlying transactions. These offsetting gains and losses are not reflected in the above analysis.
Interest Rate Risk
We are also exposed to interest rate changes affecting our investments in interest rate sensitive instruments, which include our marketable debt securities, fixed-to-floating interest rate swap agreements, and forward starting interest rate swap agreements. We manage interest rate risk in the aggregate, while focusing on our immediate and intermediate liquidity needs. A sensitivity analysis of the impact on our interest rate sensitive financial instruments of a hypothetical 10 basis point change in interest rates, compared to interest rates as of
July 31, 2015
, indicates that the fair value of these instruments would correspondingly change by $87 million.
For a discussion of current market conditions and the impact on our financial condition and results of operations, see the “Liquidity and Capital Resources” section of the current period’s management’s discussion and analysis. For additional discussion of market risk, see Notes 5 and 8 to the current period’s condensed consolidated financial statements.
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 the Company’s internal control over financial reporting 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. However, on January 26, 2015, the Company completed the acquisition of Covidien plc. As a result, in its Annual Report on Form 10-K for the period ending April 24, 2015 management excluded Covidien from its assessment of internal control over financial reporting. Management is in the process of documenting and testing Covidien’s internal controls over financial reporting, and will incorporate Covidien into its annual assessment of internal control over financial reporting for its fiscal year ending April 29, 2016. Covidien is a wholly-owned subsidiary whose total assets and total revenues represent 8 percent
and 37 percent, respectively, of the related condensed consolidated financial statement amounts as of and for the three months ended July 31, 2015.
63
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 condensed consolidated financial statements.
Issuer Purchases of Equity Securities
The following table provides information about the shares repurchased by the Company during the first quarter of fiscal year 2016:
|
Fiscal Period
|
Total Number of
Shares Purchased
|
Average Price
Paid per Share
|
Total Number of Shares
Purchased as a Part of
Publicly Announced
Program (1)
|
Maximum Number
of Shares that May
Yet Be Purchased
Under the Program (1)
|
|||||||||
|
4/25/2015-5/29/2015
|
3,298,219
|
|
$
|
75.80
|
|
3,298,219
|
|
26,360,131
|
|
||||
|
5/30/2015-7/3/2015
|
3,297,606
|
|
75.82
|
|
3,297,606
|
|
103,062,525
|
|
|||||
|
7/4/2015-7/31/2015
|
3,378,514
|
|
74.02
|
|
3,378,514
|
|
99,684,011
|
|
|||||
|
Total
|
9,974,339
|
|
$
|
75.20
|
|
9,974,339
|
|
99,684,011
|
|
||||
|
(1)
|
In January 2015, the Company's Board of Directors authorized the adoption of the existing Medtronic, Inc. share redemption program, which had 29.7 million shares remaining as of April 24, 2015. In June 2015, the Company’s Board of Directors authorized the repurchase of an additional
80 million
of the Company’s ordinary shares. As authorized by the Board of Directors our program expires when its total number of authorized shares has been repurchased.
|
|
(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.
|
||
|
|
101.INS
|
XBRL Instance Document
|
||
|
|
101.SCH
|
XBRL Schema Document
|
||
|
|
101.CAL
|
XBRL Calculation Linkbase Document
|
||
|
|
101.DEF
|
XBRL Definition Linkbase Document
|
||
|
|
101.LAB
|
XBRL Label Linkbase Document
|
||
|
|
101.PRE
|
XBRL Presentation Linkbase Document
|
||
64
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
MEDTRONIC PUBLIC LIMITED COMPANY
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
|
September 9, 2015
|
/s/ Omar Ishrak
|
|
|
|
Omar Ishrak
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
Date:
|
September 9, 2015
|
/s/ Gary L. Ellis
|
|
|
|
Gary L. Ellis
|
|
|
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
65
TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsNote 1 Basis Of PresentationNote 2 New Accounting PronouncementsNote 3 Acquisitions and Acquisition-related ItemsNote 4 Restructuring Charges, NetNote 5 InvestmentsNote 6 Fair Value MeasurementsNote 7 Financing ArrangementsNote 8 Derivatives and Foreign Exchange Risk ManagementNote 9 InventoriesNote 10 Goodwill and Other Intangible Assets, NetNote 11 Income TaxesNote 12 Earnings Per ShareNote 13 Stock-based CompensationNote 14 Retirement Benefit PlansNote 15 Accumulated Other Comprehensive Income (loss)Note 16 Commitments and ContingenciesNote 17 Segment and Geographic InformationNote 18 - Guarantor Financial InformationItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 6. Exhibits