MDT 10-Q Quarterly Report Jan. 25, 2019

MEDTRONIC PLC

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10-Q 1 mdt-2019q3x10q.htm 10-Q Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q



x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 25, 2019

Commission File Number 001-36820



MEDTRONIC PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)

Ireland	98-1183488
(State of incorporation)	(I.R.S. Employer Identification No.)

20 On Hatch, Lower Hatch Street

Dublin 2, Ireland

(Address of principal executive offices) (Zip Code)

+353 1 438-1700

(Registrant’s telephone number, including area code)

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 x 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 x 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”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer x	Accelerated filer o	Emerging growth company o
Non-accelerated filer o	Smaller Reporting Company o

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

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

Yes o No x

As of February 27, 2019, 1,341,150,970 ordinary shares, par value $0.0001, and 1,872 A preferred shares, par value $1.00, of the registrant were outstanding.

TABLE OF CONTENTS



Item	Description	Page

	PART I
1.	Financial Statements (unaudited)	1
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	51
3.	Quantitative and Qualitative Disclosures About Market Risk	74
4.	Controls and Procedures	75
	PART II
1.	Legal Proceedings	75
2.	Unregistered Sales of Equity Securities and Use of Proceeds	75
6.	Exhibits	76
	Signatures	77

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Medtronic plc

Consolidated Statements of Income

(Unaudited)



	Three months ended						Nine months ended
(in millions, except per share data)	January 25, 2019			January 26, 2018			January 25, 2019			January 26, 2018
Net sales	$	7,546		$	7,369		$	22,411		$	21,809
Costs and expenses:
Cost of products sold	2,265			2,194			6,672			6,669
Research and development expense	561			559			1,736			1,664
Selling, general, and administrative expense	2,596			2,523			7,798			7,642
Amortization of intangible assets	436			461			1,327			1,375
Restructuring charges, net	26			7			112			23
Certain litigation charges	63			61			166			61
Gain on sale of businesses	—			—			—			(697		)
Other operating expense, net	57			128			278			360
Operating profit	1,542			1,436			4,322			4,712
Other non-operating (income) expense, net	(71		)	139			(309		)	(67		)
Interest expense	243			270			726			829
Income before income taxes	1,370			1,027			3,905			3,950
Income tax provision	99			2,419			437			2,320
Net income (loss)	1,271			(1,392		)	3,468			1,630
Net (income) loss attributable to noncontrolling interests	(2		)	3			(9		)	14
Net income (loss) attributable to Medtronic	$	1,269		$	(1,389	)	$	3,459		$	1,644
Basic earnings (loss) per share	$	0.95		$	(1.03	)	$	2.57		$	1.21
Diluted earnings (loss) per share	$	0.94		$	(1.03	)	$	2.54		$	1.20
Basic weighted average shares outstanding	1,342.8			1,354.0			1,348.1			1,357.2
Diluted weighted average shares outstanding	1,352.7			1,354.0			1,359.5			1,368.9

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

Medtronic plc

Consolidated Statements of Comprehensive Income

(Unaudited)



	Three months ended						Nine months ended
(in millions)	January 25, 2019			January 26, 2018			January 25, 2019			January 26, 2018
Net income (loss)	$	1,271		$	(1,392	)	$	3,468		$	1,630

Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on available-for-sale securities	32			(14		)	23			41
Currency translation	128			897			(1,127		)	1,525
Net change in retirement obligations	17			(3		)	65			11
Unrealized (loss) gain on derivatives	(23		)	(202		)	317			(346		)
Other comprehensive income (loss)	154			678			(722		)	1,231
Comprehensive income (loss) including noncontrolling interests	1,425			(714		)	2,746			2,861
Comprehensive (income) loss attributable to noncontrolling interests	(2		)	3			(6		)	14
Comprehensive income (loss) attributable to Medtronic	$	1,423		$	(711	)	$	2,740		$	2,875

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

Medtronic plc

Consolidated Balance Sheets

(Unaudited)



(in millions)	January 25, 2019			April 27, 2018
ASSETS

Current assets:
Cash and cash equivalents	$	3,703		$	3,669
Investments	5,439			7,558
Accounts receivable, less allowances of $197 and $193, respectively	5,854			5,987
Inventories, net	3,866			3,579
Other current assets	2,015			2,187
Total current assets	20,877			22,980

Property, plant, and equipment	10,746			10,259
Accumulated depreciation	(6,153		)	(5,655		)
Property, plant, and equipment, net	4,593			4,604
Goodwill	40,003			39,543
Other intangible assets, net	20,835			21,723
Tax assets	1,496			1,465
Other assets	926			1,078
Total assets	$	88,730		$	91,393

LIABILITIES AND EQUITY

Current liabilities:
Current debt obligations	$	1,356		$	2,058
Accounts payable	1,706			1,628
Accrued compensation	1,796			1,988
Accrued income taxes	648			979
Other accrued expenses	3,347			3,431
Total current liabilities	8,853			10,084

Long-term debt	23,674			23,699
Accrued compensation and retirement benefits	1,313			1,425
Accrued income taxes	2,874			3,051
Deferred tax liabilities	1,356			1,423
Other liabilities	719			889
Total liabilities	38,789			40,571

Commitments and contingencies (Note 17)

Shareholders’ equity:
Ordinary shares— par value $0.0001, 2.6 billion shares authorized, 1,340,592,569 and 1,354,218,154 shares issued and outstanding, respectively	—			—
Additional paid-in capital	26,518			28,127
Retained earnings	25,769			24,379
Accumulated other comprehensive loss	(2,458		)	(1,786		)
Total shareholders’ equity	49,829			50,720
Noncontrolling interests	112			102
Total equity	49,941			50,822
Total liabilities and equity	$	88,730		$	91,393

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

Medtronic plc

Consolidated Statements of Cash Flows

(Unaudited)



	Nine months ended
(in millions)	January 25, 2019			January 26, 2018
Operating Activities:
Net income	$	3,468		$	1,630
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,992			1,980
Provision for doubtful accounts	55			36
Deferred income taxes	(205		)	(1,042		)
Stock-based compensation	228			270
Gain on sale of businesses	—			(697		)
Investment loss	—			227
Other, net	111			12
Change in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable, net	(140		)	19
Inventories, net	(367		)	(318		)
Accounts payable and accrued liabilities	211			13
Other operating assets and liabilities	(433		)	1,516
Net cash provided by operating activities	4,920			3,646
Investing Activities:
Acquisitions, net of cash acquired	(1,615		)	(111		)
Proceeds from sale of businesses	—			6,058
Additions to property, plant, and equipment	(799		)	(776		)
Purchases of investments	(1,987		)	(2,479		)
Sales and maturities of investments	4,159			3,060
Other investing activities	(3		)	(5		)
Net cash (used in) provided by investing activities	(245		)	5,747
Financing Activities:
Change in current debt obligations, net	(696		)	(391		)
Issuance of long-term debt	3			21
Payments on long-term debt	(29		)	(4,167		)
Dividends to shareholders	(2,022		)	(1,870		)
Issuance of ordinary shares	891			333
Repurchase of ordinary shares	(2,728		)	(1,964		)
Other financing activities	10			(88		)
Net cash used in financing activities	(4,571		)	(8,126		)
Effect of exchange rate changes on cash and cash equivalents	(70		)	124
Net change in cash and cash equivalents	34			1,391
Cash and cash equivalents at beginning of period	3,669			4,967
Cash and cash equivalents at end of period	$	3,703		$	6,358

Supplemental Cash Flow Information
Cash paid for:
Income taxes	$	1,206		$	911
Interest	540			651

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

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

1 . Basis of Presentation

The accompanying unaudited consolidated financial statements of Medtronic plc and its subsidiaries (Medtronic plc, Medtronic, or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the consolidated financial statements include all of the adjustments necessary for a fair statement in conformity with U.S. GAAP. Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. For the purpose of providing more concise consolidated statements of income, amounts previously reported in acquisition-related items were reclassified to selling, general, and administrative expense and other operating expense, net; amounts previously reported in divestiture-related items were reclassified to selling, general, and administrative expense; amounts previously reported in special charge were reclassified to other operating expense, net , and amounts previously reported in investment loss and interest income were reclassified to other non-operating (income) expense, net .

Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates.

The accompanying unaudited consolidated financial statements include the accounts of Medtronic plc, its wholly-owned subsidiaries, entities for which the Company has a controlling financial interest, and variable interest entities for which the Company is the primary beneficiary. Intercompany transactions and balances have been fully eliminated in consolidation.

The accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements of the Company and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 27, 2018 . The Company’s fiscal years 2019 , 2018 , and 2017 will end or ended on April 26, 2019 , April 27, 2018 , and April 28, 2017 , respectively.

2 . New Accounting Pronouncements

Recently Adopted

In May 2014, the Financial Accounting Standards Board (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. The Company adopted this guidance using the modified retrospective method in the first quarter of fiscal year 2019, and elected to apply the guidance only to contracts that were not completed as of the date of initial application. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

In January 2016, the FASB issued guidance which requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The guidance also includes a simplified impairment assessment of equity investments without readily determinable fair values and presentation and disclosure changes. The Company adopted this guidance in the first quarter of fiscal year 2019 on a prospective basis. As a result of the adoption, the Company reclassified $47 million from accumulated other comprehensive loss to the opening balance of retained earnings as of April 28, 2018.

In March 2017, the FASB issued guidance which changes the financial statement presentation requirements for pension and other postretirement benefit expense. While service cost will continue to be recognized in the same financial statement line items as other current employee compensation costs, the guidance requires all other non-service components of net benefit costs to be classified and presented outside of income from operations. The Company adopted this guidance in the first quarter of fiscal year 2019, and the consolidated statements of income were retrospectively adjusted. For the three and nine months ended January 26, 2018 , the Company reclassified $10 million of expense and $4 million of income, respectively, of non-service components of net periodic benefit costs, which were previously presented as a component of operating profit, to other non-operating (income) expense, net .

In August 2018, the SEC adopted a final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, that amends certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The amendments also expanded the disclosure requirements on the analysis of shareholders' equity for interim financial statements, in which registrants

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

must now analyze changes in shareholders’ equity, in the form of reconciliation, for the current and comparative year-to-date periods, with subtotals for each interim period. This final rule was effective on November 5, 2018. The Company has adopted all relevant disclosure requirements, with the exception of the shareholders’ equity interim disclosures, which is allowed to be adopted in a future interim period.

Not Yet Adopted

In February 2016, the FASB issued guidance which requires lessees to recognize right-of-use assets and lease liabilities on the balance sheet. The guidance will be adopted using the modified retrospective method by applying the new guidance as of the transition date with a cumulative-effect adjustment to the opening balance of retained earnings. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. The Company is evaluating the impact of the lease guidance on the Company's consolidated financial statements and anticipates recording additional assets and corresponding liabilities on its consolidated balance sheets related to operating leases within its lease portfolio upon adoption of the guidance.

3 . Revenue

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

The table below illustrates net sales by segment and division for the three and nine months ended January 25, 2019 and January 26, 2018 :



	Three months ended				Nine months ended
(in millions)	January 25, 2019		January 26, 2018		January 25, 2019		January 26, 2018
Cardiac Rhythm & Heart Failure	$	1,397	$	1,457	$	4,295	$	4,314
Coronary & Structural Heart	913		886		2,736		2,557
Aortic, Peripheral & Venous	476		457		1,424		1,348
Cardiac and Vascular Group	2,786		2,800		8,455		8,219
Surgical Innovations	1,434		1,384		4,224		4,024
Respiratory, Gastrointestinal, & Renal	690		657		1,999		2,455
Minimally Invasive Therapies Group	2,124		2,041		6,223		6,479
Spine	655		661		1,963		1,969
Brain Therapies	650		585		1,867		1,682
Specialty Therapies	407		398		1,196		1,132
Pain Therapies	314		300		942		833
Restorative Therapies Group	2,026		1,944		5,968		5,616
Diabetes Group	610		584		1,765		1,495
Total	$	7,546	$	7,369	$	22,411	$	21,809

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The table below illustrates net sales by market geography for each segment for the three and nine months ended January 25, 2019 and January 26, 2018 :



	U.S. ⁽¹⁾				Non-U.S. Developed Markets ⁽²⁾				Emerging Markets ⁽³⁾
	Three months ended				Three months ended				Three months ended
(in millions)	January 25, 2019		January 26, 2018		January 25, 2019		January 26, 2018		January 25, 2019		January 26, 2018
Cardiac and Vascular Group	$	1,369	$	1,395	$	924	$	934	$	493	$	471
Minimally Invasive Therapies Group	930		862		796		807		398		372
Restorative Therapies Group	1,354		1,300		435		429		237		215
Diabetes Group	348		355		213		185		49		44
Total	$	4,001	$	3,912	$	2,368	$	2,355	$	1,177	$	1,102

	U.S. ⁽¹⁾				Non-U.S. Developed Markets ⁽²⁾				Emerging Markets ⁽³⁾
	Nine months ended				Nine months ended				Nine months ended
(in millions)	January 25, 2019		January 26, 2018		January 25, 2019		January 26, 2018		January 25, 2019		January 26, 2018
Cardiac and Vascular Group	$	4,240	$	4,151	$	2,766	$	2,716	$	1,449	$	1,352
Minimally Invasive Therapies Group	2,659		2,902		2,396		2,455		1,168		1,122
Restorative Therapies Group	4,005		3,779		1,275		1,217		688		620
Diabetes Group	1,006		856		619		521		140		118
Total	$	11,910	$	11,688	$	7,056	$	6,909	$	3,445	$	3,212


(1)	U.S. includes the United States and U.S. territories.


(2)	Non-U.S. developed markets include Japan, Australia, New Zealand, Korea, Canada, and the countries of Western Europe.


(3)	Emerging markets include the countries of the Middle East, Africa, Latin America, Eastern Europe, and the countries of Asia that are not included in the non-U.S. developed markets, as defined above.

The Company sells its products through direct sales representatives and independent distributors. Additionally, a portion of the Company's revenue is generated from consignment inventory maintained at hospitals. The Company recognizes revenue when control is transferred to the customer. For products sold through direct sales representatives and independent distributors, control is transferred upon shipment or upon delivery, based on the contract terms and legal requirements. For consignment inventory, control is transferred when the product is used or implanted. Payment terms vary depending on the country of sale, type of customer, and type of product.

If a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based on relative standalone selling price. Shipping and handling is treated as a fulfillment activity rather than a promised service, and therefore, is not considered a performance obligation. Taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue producing transaction and collected by the Company from customers (for example, sales, use, value added, and some excise taxes) are not included in revenue. For contracts that have an original duration of one year or less, the Company uses the practical expedient applicable to such contracts and does not adjust the transaction price for the time value of money.

The amount of revenue recognized reflects sales rebates and returns, which are estimated based on sales terms, historical experience, and trend analysis. In estimating rebates, the Company considers the lag time between the point of sale and the payment of the rebate claim, the stated rebate rates, and other relevant information. The Company records adjustments to rebates and returns reserves as increases or decreases of revenue. At January 25, 2019 , $715 million of rebates were classified as other accrued expenses and $426 million of rebates were classified as a reduction of accounts receivable in the consolidated balance sheets. At April 27, 2018 , $614 million of rebates were classified as other accrued expenses and $376 million of rebates were classified as a reduction of accounts receivable in the consolidated balance sheets. The Company includes obligations for returns in other accrued expenses in the consolidated balance sheets and the right-of-return asset in o ther current assets in the consolidated balance sheets. The right-of-return asset at January 25, 2019 and right-of-return liability at January 25, 2019 and April 27, 2018 were no t material. There was no right-of-return asset at April 27, 2018 as the liability was recorded net of the asset under previous guidance. For the three and nine months ended January 25, 2019 , adjustments to rebate and return reserves recognized in revenue that were included in the rebate and return reserves at the beginning of the period were no t material.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The Company offers warranties on various products. For standard, assurance-type warranties, the Company estimates the costs that may be incurred under its warranties and records a liability in the amount of such costs at the time the product is sold. The amount of the reserve is equal to the net costs to repair or otherwise satisfy the obligation. The Company includes the warranty obligation in other accrued expenses and other liabilities in the consolidated balance sheets. For extended, service-type warranties, a portion of the transaction price is allocated to the performance obligation. Warranty obligations at January 25, 2019 and April 27, 2018 were no t material.

Deferred Revenue and Remaining Performance Obligations

The Company records a deferred revenue liability if a customer pays consideration before the Company transfers a good or service to the customer. Deferred revenue primarily represents remote monitoring services and equipment maintenance, for which consideration is received at the same time as consideration for the device or equipment. Deferred revenue also includes extended, service-type warranties. Revenue related to remote monitoring services, equipment maintenance, and service-type warranties is recognized over the service period as time elapses.

Deferred revenue at January 25, 2019 and April 27, 2018 was $308 million and $289 million , respectively. At January 25, 2019 and April 27, 2018 , $209 million and $196 million was included in other accrued expenses , respectively, and $99 million and $93 million was included in other liabilities , respectively. During the nine months ended January 25, 2019 , the Company recognized $170 million of revenue that was included in deferred revenue as of April 27, 2018 .

Remaining performance obligations include deferred revenue and amounts the Company expects to receive for goods and services that have not yet been delivered or provided under existing, noncancellable contracts with minimum purchase commitments, primarily related to consumables for previously sold equipment as well as remote monitoring services and equipment maintenance. For contracts that have an original duration of one year or less, the Company has elected the practical expedient applicable to such contracts and does not disclose the transaction price for remaining performance obligations at the end of each reporting period and when the Company expects to recognize this revenue. At January 25, 2019 , the estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied for executed contracts with an original duration of one year or more was approximately $700 million . The Company expects to recognize revenue on the majority of these remaining performance obligations over the next three years.

4 . Acquisitions

The Company had acquisitions during the three and nine months ended January 25, 2019 that were accounted for as business combinations. The assets and liabilities of the businesses acquired were recorded and consolidated on the acquisition date at their respective fair values. Goodwill resulting from business combinations is largely attributable to future yet to be defined technologies, new customer relationships, existing workforce of the acquired businesses, and synergies expected to arise after the Company's acquisition of these businesses. The pro forma impact of these acquisitions was not significant, either individually or in the aggregate, to the results of the Company for the three or nine months ended January 25, 2019 and January 26, 2018 . The results of operations of acquired businesses have been included in the Company's consolidated statements of income since the date each business was acquired.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The acquisition date fair values of the assets acquired and liabilities assumed were as follows:



(in millions)	Mazor Robotics		All Other		Total
Cash and cash equivalents	$	109	$	3	$	112
Investments	52		—		52
Accounts receivable	10		2		12
Inventory	8		27		35
Other current assets	2		3		5
Property, plant, and equipment	3		29		32
Goodwill	1,214		146		1,360
Other intangible assets	400		211		611
Tax assets	—		6		6
Total assets acquired	1,798		427		2,225

Current liabilities	56		45		101
Accrued income taxes	3		5		8
Deferred tax liabilities	65		—		65
Total liabilities assumed	124		50		174
Net assets acquired	$	1,674	$	377	$	2,051

Mazor Robotics

On December 18, 2018, the Company's Restorative Therapies Group acquired Mazor Robotics (Mazor), a pioneer in the field of robotic guidance systems. The acquisition of Mazor strengthens the Company's position as a global leader in enabling technologies for spine surgery. The Company offers a fully-integrated procedural solution for surgical planning, execution and confirmation by combining the Company's spine implants, navigation, and intra-operative imaging technology with Mazor's robotic-assisted surgery systems. Total consideration for the transaction, net of cash acquired, was $1.6 billion , consisting of $1.3 billion of cash and $246 million of a previously-held equity investment in Mazor. Based upon a preliminary acquisition valuation, the Company acquired $384 million of technology-based intangible assets and $16 million of tradenames with estimated useful lives of 10 years and $1.2 billion of goodwill. The goodwill is primarily attributable to pull-through revenue, future yet to be defined technologies, and assembled workforce. The goodwill is not deductible for tax purposes.

During the three and nine months ended January 25, 2019 , the Company recognized $51 million of costs incurred in connection with the acquisition of Mazor, including payouts for unvested stock options and investment banker and other transaction fees, which were recognized in selling, general, and administrative expense in the consolidated statements of income. Revenue and net income (loss) attributable to Mazor since the date of acquisition included in the consolidated statements of income were not material for the three or nine months ended January 25, 2019 .

Refer to Note 2 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 27, 2018 for additional information on the Company's fiscal year 2018 acquisitions.

Acquired In-Process Research & Development

In-process research and development (IPR&D) acquired outside of a business combination is expensed immediately. During the nine months ended January 25, 2019 , the Company acquired $15 million of IPR&D in connection with an asset acquisition, which was recognized in other operating expense, net in the consolidated statements of income. The Company did no t acquire any IPR&D in connection with an asset acquisition during the three months ended January 25, 2019 or the three and nine months ended January 26, 2018 .

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Contingent Consideration

Certain of the Company’s business combinations involve potential payment of future consideration that is contingent upon the achievement of certain product development milestones and/or contingent on the acquired business reaching certain performance milestones. A liability is recorded for the estimated fair value of the contingent consideration on the acquisition date. The fair value of the contingent consideration is remeasured at each reporting period, and the change in fair value is recognized within other operating expense, net in the consolidated statements of income. Contingent consideration payments made soon after the acquisition date are classified as investing activities in the consolidated statements of cash flows. Contingent consideration payments not made soon after the acquisition date that are related to the acquisition date fair value are reported as financing activities in the consolidated statements of cash flows, and amounts paid in excess of the original acquisition date fair value are reported as operating activities in the consolidated statements of cash flows.

The fair value of contingent consideration at January 25, 2019 and April 27, 2018 was $148 million and $173 million , respectively. At January 25, 2019 , $99 million was recorded in other accrued expenses and $49 million was recorded in other liabilities in the consolidated balance sheets. At April 27, 2018 , $108 million was recorded in other accrued expenses and $65 million was recorded in other liabilities in the consolidated balance sheets.

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



	Three months ended						Nine months ended
(in millions)	January 25, 2019			January 26, 2018			January 25, 2019			January 26, 2018
Beginning balance	$	203		$	190		$	173		$	246
Purchase price contingent consideration	5			13			51			28
Payments	(1		)	(20		)	(8		)	(66		)
Change in fair value	(59		)	(12		)	(68		)	(37		)
Ending balance	$	148		$	171		$	148		$	171

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



	Fair Value at
(in millions)	January 25, 2019	Valuation Technique	Unobservable Input	Range
			Discount rate	11.5% - 32.5%
Revenue and other performance-based payments	$97	Discounted cash flow	Probability of payment	100%
			Projected fiscal year of payment	2019 - 2025
			Discount rate	5.5%
Product development and other milestone-based payments	$51	Discounted cash flow	Probability of payment	75% - 100%
			Projected fiscal year of payment	2019 - 2027

5 . Divestitures

On July 29, 2017, the Company completed the sale of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses within the Minimally Invasive Therapies Group segment to Cardinal Health, Inc. (Cardinal). As a result of the transaction, the Company received proceeds of $6.1 billion , which was recorded in proceeds from sale of businesses in the consolidated statements of cash flows, and recognized a before-tax gain of $697 million , which was recognized within gain on sale of businesses in the consolidated statements of income. Among the product lines included in the divestiture were dental and animal health, chart paper, wound care, incontinence, electrodes, SharpSafety, thermometry, perinatal protection, blood collection, compression, and enteral feeding offerings. The divestiture also included 17 dedicated manufacturing sites.

During the nine months ended January 26, 2018 , the Company recognized expenses incurred in connection with the divestiture of $115 million , primarily comprised of professional services, including banker, legal, tax, and advisory fees, as well as $16 million of accelerated stock compensation expense related to the acceleration of the vesting period for employees that transferred

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

with the divestiture. Expenses incurred in connection with the divestiture were recognized in selling, general, and administrative expense in the consolidated statements of income. There were no divestiture-related expenses during the three months ended January 26, 2018 or the three and nine months ended January 25, 2019 .

The divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses did not meet the criteria to be classified as discontinued operations, as such, the results of operations of these businesses are included within net income through the date of the divestiture.

6 . Restructuring

For the three and nine months ended January 25, 2019 , the Company recognized $66 million and $256 million in restructuring charges, net of $3 million and $8 million of accrual adjustments, respectively.

For the three and nine months ended January 26, 2018 , the Company recognized $30 million and $62 million in restructuring charges, net of $2 million and $15 million of accrual adjustments, respectively. For the three and nine months ended January 26, 2018 , the Company recognized $32 million of charges related to the Enterprise Excellence restructuring program, and for the three and nine months ended January 26, 2018 , the Company recognized no charges and $45 million of charges, respectively, related to the Cost Synergies restructuring program.

Accrual adjustments relate to certain employees identified for termination finding other positions within the Company, cancellations of employee terminations, and employee termination benefits being less than initially estimated.

Enterprise Excellence

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

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

For the three and nine months ended January 25, 2019 , the Company recognized $69 million and $264 million in charges, respectively. Restructuring charges included $21 million and $58 million , respectively, recognized within cost of products sold and $19 million and $73 million , respectively, recognized within selling, general, and administrative expense in the consolidated statements of income.

For the three and nine months ended January 26, 2018 , the Company recognized $32 million in charges. Restructuring charges included $13 million recognized within cost of products sold and $10 million recognized within selling, general, and administrative expense in the consolidated statements of income.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes the activity related to the Enterprise Excellence restructuring program for the nine months ended January 25, 2019 :



(in millions)	Employee Termination Benefits			Associated Costs ⁽¹⁾			Asset Write-Downs ⁽²⁾			Other Costs			Total
April 27, 2018	$	27		$	2		$	—		$	—		$	29
Charges	107			131			13			13			264
Cash payments	(97		)	(128		)	—			(5		)	(230		)
Settled non-cash	—			—			(13		)	—			(13		)
January 25, 2019	$	37		$	5		$	—		$	8		$	50


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


(2)	Recognized within selling, general, and administrative expense in the consolidated statements of income.

Cost Synergies

The cost synergies program related to administrative office optimization, manufacturing and supply chain infrastructure, and certain general and administrative savings was achieved as part of the Covidien plc (Covidien) integration and completed in the third quarter of fiscal year 2018. Restructuring charges incurred throughout the life of the initiative affecting all segments were primarily related to employee termination costs and costs related to manufacturing and facility closures.

A summary of the restructuring accrual and related activity is presented below:



(in millions)	Employee Termination Benefits			Other Costs			Total
April 27, 2018	$	116		$	22		$	138
Cash payments	(34		)	(18		)	(52		)
Accrual adjustments	(8		)	—			(8		)
January 25, 2019	$	74		$	4		$	78

For the three and nine months ended January 25, 2019 , the Company recognized accrual adjustments of $1 million and $8 million , respectively.

For the three months ended January 26, 2018 , the Company recognized no charges, and for the nine months ended January 26, 2018 , the Company recognized $45 million in charges. During the three and nine months ended January 26, 2018 , the Company recognized accrual adjustments of $2 million and $15 million , respectively. For the nine months ended January 26, 2018 , charges included $12 million recognized within cost of products sold and $4 million recognized within selling, general and administrative expense in the consolidated statements of income.

7 . Financial Instruments

Debt Securities

The Company holds investments in marketable debt securities that are classified and accounted for as available-for-sale and are remeasured on a recurring basis. For information regarding the valuation techniques and inputs used in the fair value measurements, refer to Note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 27, 2018 .

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The following tables summarize the Company's investments in available-for-sale debt securities by significant investment category and the related consolidated balance sheet classification at January 25, 2019 and April 27, 2018 :



	January 25, 2019
	Valuation									Balance Sheet Classification
(in millions)	Cost		Unrealized Gains		Unrealized Losses			Fair Value		Investments		Other Assets
Level 1:
U.S. government and agency securities	$	523	$	—	$	(15	)	$	508	$	508	$	—
Level 2:
Corporate debt securities	3,259		3		(60		)	3,202		3,202		—
U.S. government and agency securities	841		—		(14		)	827		827		—
Mortgage-backed securities	464		1		(28		)	437		437		—
Non-U.S. government and agency securities	5		—		—			5		5		—
Other asset-backed securities	464		—		(4		)	460		460		—
Total Level 2	5,033		4		(106		)	4,931		4,931		—
Level 3:
Auction rate securities	47		—		(3		)	44		—		44
Total available-for-sale debt securities	$	5,603	$	4	$	(124	)	$	5,483	$	5,439	$	44



	April 27, 2018
	Valuation									Balance Sheet Classification
(in millions)	Cost		Unrealized Gains		Unrealized Losses			Fair Value		Investments		Other Assets
Level 1:
U.S. government and agency securities	$	732	$	—	$	(26	)	$	706	$	706	$	—
Level 2:
Corporate debt securities	4,179		20		(75		)	4,124		4,124		—
U.S. government and agency securities	848		—		(24		)	824		824		—
Mortgage-backed securities	725		2		(34		)	693		693		—
Non-U.S. government and agency securities	74		—		(1		)	73		73		—
Other asset-backed securities	358		—		(2		)	356		356		—
Total Level 2	6,184		22		(136		)	6,070		6,070		—
Level 3:
Auction rate securities	47		—		(3		)	44		—		44
Total available-for-sale debt securities	$	6,963	$	22	$	(165	)	$	6,820	$	6,776	$	44

The following tables present the gross unrealized losses and fair values of the Company’s available-for-sale debt securities that have been in a continuous unrealized loss position deemed to be temporary, aggregated by investment category at January 25, 2019 and April 27, 2018 :



	January 25, 2019
	Less than 12 months					More than 12 months
(in millions)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
U.S. government and agency securities	$	42	$	—		$	812	$	(29	)
Corporate debt securities	1,543		(21		)	1,168		(39		)
Mortgage-backed securities	87		(1		)	287		(27		)
Other asset-backed securities	313		(3		)	81		(1		)
Auction rate securities	—		—			44		(3		)
Total	$	1,985	$	(25	)	$	2,392	$	(99	)

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)



	April 27, 2018
	Less than 12 months					More than 12 months
(in millions)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
U.S. government and agency securities	$	762	$	(33	)	$	374	$	(17	)
Corporate debt securities	2,620		(58		)	272		(17		)
Mortgage-backed securities	442		(15		)	102		(19		)
Non-U.S. government and agency securities	32		—			36		(1		)
Other asset-backed securities	238		(1		)	63		(1		)
Auction rate securities	—		—			44		(3		)
Total	$	4,094	$	(107	)	$	891	$	(58	)

The following table presents the unobservable inputs utilized in the fair value measurement of the auction rate securities classified as Level 3 at January 25, 2019 :



	Valuation Technique	Unobservable Input	Range (Weighted Average)
Auction rate securities	Discounted cash flow	Years to principal recovery	2 yrs. - 12 yrs. (3 yrs.)
Auction rate securities	Discounted cash flow	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 and nine months ended January 25, 2019 and January 26, 2018 . When a determination is made to classify an asset or liability within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement.

There were no purchases, sales, settlements, or gains or losses recognized in earnings or other comprehensive income for available-for-sale securities classified as Level 3 during the three and nine months ended January 25, 2019 and January 26, 2018 .

Activity related to the Company’s debt securities portfolio is as follows:



	Three months ended						Nine months ended
(in millions)	January 25, 2019			January 26, 2018			January 25, 2019			January 26, 2018
Proceeds from sales	$	1,301		$	667		$	3,217		$	2,618
Gross realized gains	9			3			17			22
Gross realized losses	(36		)	(2		)	(55		)	(16		)

Credit losses represent the difference between the present value of cash flows expected to be collected on certain mortgage-backed securities and auction rate securities and the amortized cost of these securities. Based on the Company’s assessment of the credit quality of the underlying collateral and credit support available to each of the remaining securities in which the Company is invested, the Company believes it has recognized all necessary 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.

At January 25, 2019 and April 27, 2018 , the credit loss portion of other-than-temporary impairments on debt securities was no t significant. The total reductions of available-for-sale debt securities sold during the three and nine months ended January 25, 2019 and January 26, 2018 were no t significant.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The January 25, 2019 balance of available-for-sale debt securities by contractual maturity is shown in the following table. Within the table, maturities of mortgage-backed securities have been allocated based upon timing of estimated cash flows assuming no change in the current interest rate environment. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.



(in millions)	January 25, 2019
Due in one year or less	$	1,139
Due after one year through five years	1,867
Due after five years through ten years	2,358
Due after ten years	119
Total	$	5,483

Equity Securities, Equity Method Investments, and Other Investments

The Company holds investments in equity securities with readily determinable fair values, equity investments without readily determinable fair values, investments accounted for under the equity method, and other investments.

Effective April 28, 2018, the Company adopted accounting standards update (ASU) 2016-01, which requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. As a result of the adoption, the Company reclassified $47 million from accumulated other comprehensive loss to the opening balance of retained earnings as of April 28, 2018. The Company uses quoted market prices to determine the fair value of equity securities with readily determinable fair values. For equity investments without readily determinable fair values that do not qualify for the practical expedient to estimate fair value using the net asset value per share or its equivalent, the Company has elected to measure these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. This election is made for each investment separately and is reassessed at each reporting period as to whether the investment continues to qualify for this election. Additionally, at each reporting period, the Company makes a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired.

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

The following table summarizes the Company's equity and other investments at January 25, 2019 , which are classified as other assets in the consolidated balance sheets:



(in millions)	January 25, 2019
Investments with readily determinable fair values (marketable equity securities)	$	20
Investments without readily determinable fair values	240
Equity method and other investments	70
Total equity and other investments	$	330

Prior to the adoption of ASU 2016-01, marketable equity securities were classified as available-for-sale and measured at fair value with unrealized changes recognized in accumulated other comprehensive income (AOCI), net of deferred taxes. Gains and losses on available-for-sale marketable equity securities were recognized in net income when realized. The Company also accounted for certain investments without quoted market prices under the cost method of accounting.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes the values of the Company's equity and other investments by significant investment category and the related consolidated balance sheet classification at April 27, 2018 :



	Valuation									Balance Sheet Classification
(in millions)	Cost		Unrealized Gains		Unrealized Losses			Fair Value		Investments		Other Assets
Available-for-sale securities
Level 1:
Marketable equity securities	$	63	$	99	$	—		$	162	$	—	$	162
Level 2:
Debt funds	739		—		(154		)	585		585		—
Investments measured at net asset value ⁽¹⁾ :
Debt funds	199		—		(2		)	197		197		—
Total available-for-sale equity securities	1,001		99		(156		)	944		782		162
Cost method, equity method, and other investments:
Level 3:
Cost method, equity method, and other investments	353		—		—			N/A		—		353
Total equity and other investments	$	1,354	$	99	$	(156	)	$	944	$	782	$	515

(1) Certain investments that are measured at the net asset value per share (or its equivalent) as a practical expedient are excluded from the fair value hierarchy. The fair value amounts presented herein are intended to permit reconciliation to the consolidated balance sheets.

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



	Three months ended						Nine months ended
(in millions)	January 25, 2019			January 26, 2018 ⁽¹⁾			January 25, 2019			January 26, 2018 ⁽¹⁾
Proceeds from sales	$	33		$	39		$	941		$	442
Gross gains	8			8			131			15
Gross losses	(1		)	—			(30		)	(1		)
Impairment losses recognized	—			(227		)	(12		)	(228		)

(1) Gains and losses for the three and nine months ended January 26, 2018 represent realized amounts.

Net gains recognized during the three months ended January 25, 2019 were $7 million , comprised of $1 million net realized gains on equity and other investments sold during the period and $6 million of net unrealized gains on equity and other investments still held at January 25, 2019 . Net gains recognized during the nine months ended January 25, 2019 were $101 million , comprised of $71 million of net realized gains on equity and other investments sold during the period and $30 million of net unrealized gains on equity and other investments still held at January 25, 2019 .

During the three months ended January 26, 2018 , the Company received bids from potential buyers and investors for some or all of its ownership in a portfolio of selected investments, which indicated that the fair values of certain of the underlying cost and equity method investments in the portfolio may be below the respective carrying values. The Company determined that the decline in the fair values was other-than-temporary given the uncertainty regarding the Company’s intent to hold the investments for a period of time that would be sufficient to recover the carrying values. As a result, the Company recognized impairment charges of $227 million during the three and nine months ended January 26, 2018 , which were recognized in other non-operating (income) expense, net in the consolidated statements of income. The fair values of the investments were determined based on Level 3 inputs. The carrying values of the investments prior to recognizing the impairment charges was $317 million . There were no other significant impairments charges recognized during the three and nine months ended January 26, 2018 and January 25, 2019 .

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

8 . Financing Arrangements

Commercial Paper

The Company maintains a commercial paper program that allows the Company to have a maximum of $3.5 billion in commercial paper outstanding. No commercial paper was outstanding at January 25, 2019 , as compared to $698 million at April 27, 2018 . There was no commercial paper activity during the three months ended January 25, 2019 . During the nine months ended January 25, 2019 , the weighted average original maturity of the commercial paper outstanding was approximately 28 days, and the weighted average interest rate was 2.10 percent . The issuance of commercial paper reduces the amount of credit available under the Company’s existing Credit Facility, as defined below.

Line of Credit

On December 12, 2018, Medtronic Global Holdings S.C.A. (Medtronic Luxco), as borrower, entered into an amended and restated credit agreement (Credit Facility), by and among Medtronic, Medtronic, Inc., Medtronic Luxco, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and issuing bank, which expires in December 2023. The Credit Facility replaces the previous credit agreement dated November 7, 2014 and effective as of January 26, 2015.

The Credit Facility provides for a $3.5 billion five -year unsecured revolving credit facility, subject to two one -year extension options. The commitments are intended to be used for general corporate purposes, including to backstop the Company's $3.5 billion commercial paper program described above. The Company and Medtronic, Inc. have guaranteed the obligations of the borrowers under the Credit Facility, and Medtronic Luxco will also guarantee the obligations of any designated borrower. The Credit Facility includes a multi-currency borrowing feature for certain specified foreign currencies. No amounts were outstanding under the original and amended credit facilities at January 25, 2019 and April 27, 2018 .

Interest rates on advances under the Credit Facility are based on the Company’s long-term debt ratings, assigned by Standard & Poor’s Ratings Services and Moody’s Investors Service. Facility fees are payable on the Credit Facility and are determined in the same manner as the interest rates. The agreement also contains customary covenants, all of which the Company was in compliance with at January 25, 2019 .

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Debt Obligations

The Company's debt obligations consisted of the following:



(in millions)	Maturity by Fiscal Year	January 25, 2019			April 27, 2018
Current debt obligations	2019 - 2020	$	1,356		$	2,058

Long-term debt
Floating rate five-year 2015 senior notes	2020	500			500
2.500 percent five-year 2015 senior notes	2020	2,500			2,500
4.200 percent ten-year 2010 CIFSA senior notes	2021	600			600
4.125 percent ten-year 2011 senior notes	2021	500			500
3.150 percent seven-year 2015 senior notes	2022	2,500			2,500
3.125 percent ten-year 2012 senior notes	2022	675			675
3.200 percent ten-year 2012 CIFSA senior notes	2023	650			650
2.750 percent ten-year 2013 senior notes	2023	530			530
2.950 percent ten-year 2013 CIFSA senior notes	2024	310			310
3.625 percent ten-year 2014 senior notes	2024	850			850
3.500 percent ten-year 2015 senior notes	2025	4,000			4,000
3.350 percent ten-year 2017 senior notes	2027	850			850
4.375 percent twenty-year 2015 senior notes	2035	2,382			2,382
6.550 percent thirty-year 2008 CIFSA senior notes	2038	374			374
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	325			325
4.625 percent thirty-year 2014 senior notes	2044	650			650
4.625 percent thirty-year 2015 senior notes	2045	4,150			4,150
Bank borrowings	2020 - 2022	94			125
Debt premium, net	2020 - 2045	108			120
Capital lease obligations	2020 - 2025	21			21
Interest rate swaps	2021 - 2022	—			(6		)
Deferred financing costs	2020 - 2045	(95		)	(107		)
Long-term debt		$	23,674		$	23,699

Senior Notes

The Company has outstanding unsecured senior debt obligations, described both as senior notes and current debt obligations in the 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 remained in compliance with at January 25, 2019 . 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 fiscal year ended April 27, 2018 .

On February 20, 2019 , the Company announced the commencement of a cash tender offer for up to $5.0 billion of certain of our outstanding Senior Notes. The tender offer will expire on March 19, 2019 unless extended or terminated. The tender offer is subject to a number of conditions, including the condition that the Company receives net proceeds from one or more debt financings sufficient to fund the purchase of tendered notes.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Financial Instruments Not Measured at Fair Value

At January 25, 2019 , the estimated fair value of the Company’s Senior Notes was $25.2 billion compared to a principal value of $24.5 billion . At April 27, 2018 , the estimated fair value was $25.1 billion compared to a principal value of $24.5 billion . The fair value was estimated using quoted market prices for the publicly registered Senior Notes, which are classified as Level 2 within the fair value hierarchy. The fair values and principal values consider the terms of the related debt and exclude the impacts of debt discounts and hedging activity.

9 . Derivatives and Currency Exchange Risk Management

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 addition, the Company uses cross currency interest rate swaps to manage currency risk related to certain debt. In order to minimize earnings and cash flow volatility resulting from currency exchange rates changes, the Company enters into derivative instruments, principally forward currency exchange rate contracts. These contracts are designed to hedge anticipated foreign currency transactions and changes in the value of specific assets and liabilities. At inception of the contract, the derivative is designated as either a freestanding derivative or a cash flow hedge. The cash flows related to all of the Company's derivative instruments are reported as operating activities in the consolidated statement of cash flows. The primary currencies of the derivative instruments are the Euro, Japanese Yen, and British Pound. The Company does not enter into currency exchange rate derivative contracts for speculative purposes. The gross notional amount of all currency exchange rate derivative instruments outstanding was $12.2 billion and $11.5 billion at January 25, 2019 and April 27, 2018 , respectively.

The information that follows explains the various types of derivatives and financial instruments used by the Company, reasons the Company uses such instruments, and the impact such instruments have on the Company’s consolidated balance sheets and statements of income.

Freestanding Derivative Contracts

Freestanding derivative 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 foreign currencies. The gross notional amount of these contracts outstanding was $5.1 billion and $5.2 billion at January 25, 2019 and April 27, 2018 , respectively. The Company's freestanding currency exchange rate contracts are not designated as hedges, and therefore, changes in the value of these contracts are recognized in earnings, thereby offsetting the current earnings effect of the related change in value of foreign-currency-denominated assets, liabilities, and cash flows.

The Company also entered into total return swaps in fiscal year 2018 , which are used to hedge the liability of a non-qualified deferred compensation plan. The gross notional amount of the Company's total return swaps outstanding was $174 million and $210 million at January 25, 2019 and April 27, 2018 , respectively. The Company's total return swaps are not designated as hedges, and therefore, changes in the value of these instruments are recognized in earnings.

The amounts and classification of the gains (losses) in the consolidated statements of income related to derivative instruments not designated as hedging instruments for the three and nine months ended January 25, 2019 and January 26, 2018 were as follows:



		Three months ended						Nine months ended
(in millions)	Classification	January 25, 2019			January 26, 2018			January 25, 2019		January 26, 2018
Currency exchange rate contracts	Other operating expense, net	$	(30	)	$	(181	)	$	171	$	(318	)
Total return swaps	Other operating expense, net	—			23			—		38
Total		$	(30	)	$	(158	)	$	171	$	(280	)

Cash Flow Hedges

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. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive loss . The effective portion of the gain or loss on the derivative instrument is reclassified into earnings and is included in other operating expense, net in the consolidated statements of income in the same period or periods during which the hedged transaction affects earnings.

No gains or losses relating to ineffectiveness of cash flow hedges were recognized in earnings during the three and nine months ended January 25, 2019 and January 26, 2018 . No components of the hedge contracts were excluded in the measurement of hedge ineffectiveness, and no hedges were derecognized or discontinued during the three and nine months ended January 25, 2019 and January 26, 2018 . The gross notional amount of these contracts, designated as cash flow hedges, outstanding was $7.0 billion and $6.3 billion at January 25, 2019 and April 27, 2018 , respectively, and will mature within the subsequent three -year period.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The amounts of the gains (losses) recognized in the consolidated statements of income related to derivative instruments designated as cash flow hedges for the three and nine months ended January 25, 2019 and January 26, 2018 were as follows:



		Three months ended					Nine months ended
(in millions)	Classification	January 25, 2019		January 26, 2018			January 25, 2019		January 26, 2018
Currency exchange rate contracts	Other operating expense, net	$	48	$	(11	)	$	56	$	1

The amount of the gains (losses) recognized in AOCI related to the effective portion of currency exchange rate contract derivative instruments designated as cash flow hedges for the three and nine months ended January 25, 2019 and January 26, 2018 were as follows:



	Three months ended					Nine months ended
(in millions)	January 25, 2019		January 26, 2018			January 25, 2019		January 26, 2018
Currency exchange rate contracts	$	25	$	(287	)	$	469	$	(507	)

Forecasted Debt Issuance Interest Rate Risk

Forward starting interest rate derivative instruments designated as cash flow hedges are designed to manage the exposure to interest rate volatility with regard to future issuances of fixed-rate debt. The effective portion of the gains or losses on forward starting interest rate derivative instruments that are designated and qualify as cash flow hedges is reported as a component of accumulated other comprehensive loss. Beginning in the period in which the planned debt issuance occurs and the related derivative instruments are terminated, the effective portion of the gains or losses are then reclassified into interest expense over the term of the related debt. Any portion of the gains or losses that is determined to be ineffective is immediately recognized in interest expense. For the three and nine months ended January 25, 2019 , the reclassifications of the effective portion of net gains (losses) on forward starting interest rate derivative instruments from accumulated other comprehensive loss to interest expense were no t significant.

The Company had $110 million and $(207) million at January 25, 2019 and April 27, 2018 , respectively, in after-tax net unrealized gains (losses) associated with cash flow hedging instruments recorded in accumulated other comprehensive loss . The Company expects that $114 million of after-tax net unrealized gains at January 25, 2019 will be recognized in the 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.

Changes in the fair value of the derivative instruments are recognized in interest expense , and are offset by changes in the fair value of the underlying debt instrument. The gains (losses) from terminated interest rate swap agreements are recognized in long-term debt , increasing (decreasing) the outstanding balances of the debt, and amortized as a reduction of (addition to) interest expense over the remaining life of the related debt.

At both January 25, 2019 and April 27, 2018 , the Company had interest rate swaps in gross notional amounts of $1.2 billion , designated as fair value hedges of underlying fixed-rate senior note obligations, including the Company's $500 million 4.125 percent 2011 Senior Notes due fiscal year 2021 and the $675 million 3.125 percent 2012 Senior Notes due fiscal year 2022 .

At January 25, 2019 , the market value of outstanding interest rate swap agreements was in a net zero position, as compared to a net unrealized loss of $6 million at April 27, 2018 . The amounts were recorded in other liabilities , with the offsets recorded in long-term debt on the consolidated balance sheets.

No significant hedge ineffectiveness was recognized as a result of these fair value hedges for the three and nine months ended January 25, 2019 and January 26, 2018 . In addition, the Company did no t recognize any gains or losses during the three and nine months ended January 25, 2019 and January 26, 2018 on firm commitments that no longer qualify as fair value hedges.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Balance Sheet Presentation

The following tables summarize the balance sheet classification and fair value of derivative instruments included in the consolidated balance sheets at January 25, 2019 and April 27, 2018 . The fair value amounts are presented on a gross basis, and are segregated between derivatives that are designated and qualify as hedging instruments and those that are not designated and do not qualify as hedging instruments and are further segregated by type of contract within those two categories.



	January 25, 2019
	Derivative Assets			Derivative Liabilities
(in millions)	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives designated as hedging instruments
Currency exchange rate contracts	Other current assets	$	169	Other accrued expenses	$	7
Interest rate contracts	Other assets	7		Other liabilities	7
Currency exchange rate contracts	Other assets	68		Other liabilities	7
Total derivatives designated as hedging instruments		244			21
Derivatives not designated as hedging instruments
Currency exchange rate contracts	Other current assets	16		Other accrued expenses	25
Total return swap	Other current assets	—		Other accrued expenses	4
Cross currency interest rate contracts	Other current assets	8		Other accrued expenses	3
Cross currency interest rate contracts	Other assets	1		Other liabilities	1
Total derivatives not designated as hedging instruments		25			33
Total derivatives		$	269		$	54



	April 27, 2018
	Derivative Assets			Derivative Liabilities
(in millions)	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives designated as hedging instruments
Currency exchange rate contracts	Other current assets	$	37	Other accrued expenses	$	162
Interest rate contracts	Other assets	8		Other liabilities	14
Currency exchange rate contracts	Other assets	11		Other liabilities	51
Total derivatives designated as hedging instruments		56			227
Derivatives not designated as hedging instruments
Currency exchange rate contracts	Other current assets	31		Other accrued expenses	25
Total return swaps	Other current assets	4		Other accrued expenses	—
Stock warrants	Other assets	21		Other liabilities	—
Cross currency interest rate contracts	Other assets	6		Other liabilities	6
Total derivatives not designated as hedging instruments		62			31
Total derivatives		$	118		$	258

The following table provides information by level for the derivative assets and liabilities that are measured at fair value on a recurring basis.



	January 25, 2019				April 27, 2018
(in millions)	Level 1		Level 2		Level 1		Level 2
Derivative assets	$	253	$	16	$	79	$	39
Derivative liabilities	39		15		238		20

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The Company has elected to present the fair value of derivative assets and liabilities within the consolidated balance sheets on a gross basis, even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation. The cash flows related to collateral posted and received are reported gross as investing and financing activities, respectively, in the consolidated statements of cash flows.

The following tables 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.



	January 25, 2019
				Gross Amount Not Offset on the Balance Sheet
(in millions)	Gross Amount of Recorded Assets (Liabilities)			Financial Instruments			Cash Collateral Posted (Received)			Securities Collateral Posted (Received)		Net Amount
Derivative assets:
Currency exchange rate contracts	$	253		$	(33	)	$	(17	)	$	—	$	203
Interest rate contracts	7			(4		)	—			—		3
Cross currency interest rate contracts	9			(1		)	—			—		8
	269			(38		)	(17		)	—		214
Derivative liabilities:
Currency exchange rate contracts	(39		)	31			—			—		(8		)
Interest rate contracts	(7		)	6			—			—		(1		)
Total return swaps	(4		)	—			—			—		(4		)
Cross currency interest rate contracts	(4		)	1			—			—		(3		)
	(54		)	38			—			—		(16		)
Total	$	215		$	—		$	(17	)	$	—	$	198



	April 27, 2018
				Gross Amount Not Offset on the Balance Sheet
(in millions)	Gross Amount of Recorded Assets (Liabilities)			Financial Instruments			Cash Collateral Posted (Received)		Securities Collateral Posted (Received)		Net Amount
Derivative assets:
Currency exchange rate contracts	$	79		$	(61	)	$	—	$	—	$	18
Interest rate contracts	8			(6		)	—		—		2
Total return swaps	4			—			—		—		4
Stock warrants	21			—			—		—		21
Cross currency interest rate contracts	6			(4		)	—		—		2
	118			(71		)	—		—		47
Derivative liabilities:
Currency exchange rate contracts	(238		)	61			—		74		(103		)
Interest rate contracts	(14		)	6			—		2		(6		)
Cross currency interest rate contracts	(6		)	4			—		—		(2		)
	(258		)	71			—		76		(111		)
Total	$	(140	)	$	—		$	—	$	76	$	(64	)

10 . Inventories

Inventory balances, net of reserves, were as follows:



(in millions)	January 25, 2019		April 27, 2018
Finished goods	$	2,545	$	2,407
Work in-process	560		496
Raw materials	761		676
Total	$	3,866	$	3,579

11 . Goodwill and Other Intangible Assets

Goodwill

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



(in millions)	Cardiac and Vascular Group			Minimally Invasive Therapies Group			Restorative Therapies Group			Diabetes Group			Total
April 27, 2018	$	6,791		$	21,155		$	9,717		$	1,880		$	39,543
Goodwill as a result of acquisitions	—			82			1,254			24			1,360
Currency translation and other	(82		)	(691		)	(126		)	(1		)	(900		)
January 25, 2019	$	6,709		$	20,546		$	10,845		$	1,903		$	40,003

The Company assesses goodwill for impairment annually in the third quarter of the fiscal year and whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired. Impairment testing for goodwill is performed at the reporting unit level. The test for impairment of goodwill requires the Company to make several estimates about fair value, most of which are based on projected future cash flows. The Company calculates the excess of each reporting unit's fair value over its carrying amount, including goodwill, utilizing a discounted cash flow analysis. The Company did no t recognize any goodwill impairment during the three or nine months ended January 25, 2019 or January 26, 2018 .

Intangible Assets

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



	January 25, 2019					April 27, 2018
(in millions)	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Definite-lived:
Customer-related	$	16,950	$	(3,854	)	$	16,949	$	(3,139	)
Purchased technology and patents	11,469		(4,464		)	11,569		(4,441		)
Trademarks and tradenames	570		(320		)	822		(569		)
Other	88		(55		)	94		(52		)
Total	$	29,077	$	(8,693	)	$	29,434	$	(8,201	)
Indefinite-lived:
IPR&D	$	451				$	490

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The Company assesses definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset (asset group) may not be recoverable. 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 recognized based on the amount by which the carrying value exceeds the fair value. The inputs used in the fair value analysis fall within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs to determine fair value. During the three months ended January 25, 2019 , the Company recognized $26 million of definite-lived intangible asset charges in connection with business exits within the Restorative Therapies Group segment. During the nine months ended January 25, 2019 , the Company recognized $87 million of definite-lived intangible asset charges, including $26 million and $61 million of charges in connection with business exits within the Restorative Therapies Group and Cardiac and Vascular Group segments, respectively. Definite-lived intangible asset charges are recognized in other operating expense, net in the consolidated statements of income. The Company did no t recognize any definite-lived intangible asset charges during the three or nine months ended January 26, 2018 .

The Company assesses indefinite-lived intangibles for impairment annually in the third quarter of the fiscal year and whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired. During the three and nine months ended January 25, 2019 , the Company recognized $21 million of indefinite-lived intangible asset charges, including $11 million in connection with a business exit within the Restorative Therapies Group segment. During the three and nine months ended January 26, 2018 , the Company recognized indefinite-lived intangible asset charges of $63 million and $68 million , respectively, including $63 million as the result of the discontinuation of certain IPR&D projects within the Restorative Therapies Group segment. Indefinite-lived intangible asset charges are recognized in other operating expense, net in the consolidated statements of income. 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, other failures to achieve a commercially viable product, or the discontinuation a certain projects, and as a result, may recognize impairment losses in the future.

Amortization Expense

Intangible asset amortization expense for the three and nine months ended January 25, 2019 was $436 million and $1.3 billion , respectively, as compared to $ 461 million and $1.4 billion for the three and nine months ended January 26, 2018 , respectively. Estimated aggregate amortization expense by fiscal year based on the carrying value of definite-lived intangible assets at January 25, 2019 , excluding any possible future amortization associated with acquired IPR&D which has not yet met technological feasibility, is as follows:



(in millions)	Amortization Expense
Remaining 2019	$	437
2020	1,740
2021	1,723
2022	1,683
2023	1,614
2024	1,573

12 . Income Taxes

On December 22, 2017, the U.S. government enacted comprehensive tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"), which significantly revises U.S. corporate income taxation by, among other things, lowering the U.S. corporate income tax rate from 35.0 percent to 21.0 percent , broadening the base of taxation, implementing a territorial tax system, and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted. The Company adopted guidance allowing for a measurement period, not to exceed one year, to finalize the accounting for the income tax impacts of the Tax Act. The measurement period closed during the three months ended January 25, 2019 .

During the three months ended January 25, 2019 , the Company recorded a net benefit of $12 million associated with the transition tax liability and the Tax Act impact to deferred tax assets, liabilities, and valuation allowances. The Company has recorded a cumulative income tax charge associated with the Tax Act totaling $2.5 billion , which is comprised of the following components:


•	A $2.4 billion charge associated with the one-time repatriation tax based on post-1986 undistributed earnings and profits not previously subject to U.S. income tax and whether such earnings were held in cash or other specified assets.


•	A $118 million charge resulting from the removal of the permanent reinvestment assertion on earnings through April 27, 2018 for entities subject to the one-time repatriation tax.


•	A $77 million net benefit associated with the remeasurement of U.S. Federal deferred tax assets, liabilities, and valuation allowances, and impacts from the decrease in the U.S. statutory tax rate.

The Company made the accounting policy election to treat taxes due on U.S. inclusions in taxable income related to Global Intangible Low-Taxed Income (GILTI) as a current period expense when incurred (the "period cost method").

The Company’s effective tax rate for the three and nine months ended January 25, 2019 was 7.2 percent and 11.2 percent , respectively, as compared to 235.5 percent and 58.7 percent for the three and nine months ended January 26, 2018 , respectively. The decrease in the effective tax rate for the three and nine months ended January 25, 2019 , as compared to the corresponding periods in the prior fiscal year, was primarily due to the impacts from U.S. tax reform. Further driving the decrease were the impacts from certain tax adjustments, the gain on the divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses during the second quarter of fiscal year 2018 , the impact from investment losses, the finalization of certain tax returns and audits, the impact from the lapse of federal statutes of limitations, excess tax benefits related to stock-based compensation, and year-over-year changes in operational results by jurisdiction.

Certain Tax Adjustments

During the three months ended January 25, 2019 , the net benefit from certain tax adjustments of $64 million , recognized in income tax provision in the consolidated statements of income, included the following:


•	A net benefit of $12 million associated with the transition tax liability and the Tax Act impact to deferred tax assets, liabilities, and valuation allowances, as noted above.


•	A benefit of $32 million related to intercompany legal entity restructuring.


•	A net benefit of $20 million associated with the finalization of certain income tax aspects of the divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses.

During the nine months ended January 25, 2019 , the net benefit from certain tax adjustments of $35 million , recognized in income tax provision in the consolidated statements of income, included the following:


•	A net benefit of $25 million associated with the transition tax liability and the Tax Act impact to deferred tax assets, liabilities, and valuation allowances, as noted above.


•	A $32 million benefit of related to intercompany legal entity restructuring.


•	A $20 million net benefit associated with the finalization of certain income tax aspects of the divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses.


•	A charge of $42 million related to the recognition of a prepaid tax expense resulting from the reduction in the U.S. statutory tax rate under the Tax Act and the current quarter sale of U.S. manufactured inventory held as of April 27, 2018 .

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

During the three months ended January 26, 2018 , the net charge from certain tax adjustments of $2.2 billion , recognized in income tax provision in the consolidated statements of income, included the following:


•	A net charge of $2.2 billion associated with U.S. tax reform.

During the nine months ended January 26, 2018 , the net charge from certain tax adjustments of $1.9 billion , recognized in income tax provision in the consolidated statements of income, included the following:


•	A net charge of $2.2 billion associated with U.S. tax reform.


•	A net benefit of $398 million associated with the intercompany sales of intellectual property.


•	A net charge of $37 million primarily related to the sale of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses.

At January 25, 2019 and April 27, 2018 , the Company's gross unrecognized tax benefits were $1.8 billion and $1.7 billion , respectively. In addition, the Company had accrued gross interest and penalties of $192 million at January 25, 2019 . If all of the Company’s unrecognized tax benefits were recognized, approximately $1.7 billion would impact the Company’s effective tax rate. At both January 25, 2019 and April 27, 2018 , the total balance of the Company's gross unrecognized tax benefits was recorded as a noncurrent liability within accrued income taxes on the consolidated balance sheets. The Company recognizes interest and penalties related to income tax matters within income tax provision in the consolidated statements of income and records the liability within either current or noncurrent accrued income taxes on the consolidated balance sheets.

Refer to Note 17 to the consolidated financial statements for additional information regarding the status of current tax audits and proceedings.

13 . Earnings Per Share

Earnings per share is calculated using the two-class method, as the Company's A Preferred Shares are considered participating securities. Accordingly, earnings are allocated to both ordinary shares and participating securities in determining earnings per ordinary share. Due to the limited number of A Preferred Shares outstanding, this allocation had no effect on ordinary earnings per share; therefore, it is not presented below. Basic earnings per share is computed based on the weighted average number of ordinary shares outstanding. Diluted earnings per share is computed based on the weighted average number of ordinary shares outstanding, increased by the number of additional shares that would have been outstanding had the potentially dilutive ordinary shares been issued, and reduced by the number of shares the Company could have repurchased with the proceeds from issuance of the potentially dilutive shares. Potentially dilutive ordinary shares include stock-based awards granted under stock-based compensation plans and shares committed to be purchased under the employee stock purchase plan.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

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



	Three months ended					Nine months ended
(in millions, except per share data)	January 25, 2019		January 26, 2018			January 25, 2019		January 26, 2018
Numerator:
Net income (loss) attributable to ordinary shareholders	$	1,269	$	(1,389	)	$	3,459	$	1,644
Denominator:
Basic – weighted average shares outstanding	1,342.8		1,354.0			1,348.1		1,357.2
Effect of dilutive securities:
Employee stock options	6.9		—			7.9		8.1
Employee restricted stock units	3.0		—			3.2		3.4
Other	—		—			0.3		0.2
Diluted – weighted average shares outstanding	1,352.7		1,354.0			1,359.5		1,368.9

Basic earnings (loss) per share	$	0.95	$	(1.03	)	$	2.57	$	1.21
Diluted earnings (loss) per share	$	0.94	$	(1.03	)	$	2.54	$	1.20

As a result of the net loss for the three months ended January 26, 2018 , the Company excluded 10.5 million potentially dilutive common shares from the diluted loss per share calculation. The calculation of weighted average diluted shares outstanding excludes options to purchase approximately 7 million ordinary shares for both the three and nine months ended January 25, 2019 , and 10 million and 9 million ordinary shares for the three and nine months ended January 26, 2018 , respectively, because their effect would have been anti-dilutive on the Company’s earnings per share.

14 . Stock-Based Compensation

The following table presents the components and classification of stock-based compensation expense for stock options, restricted stock, and employee stock purchase plan shares recognized for the three and nine months ended January 25, 2019 and January 26, 2018 :



	Three months ended						Nine months ended
(in millions)	January 25, 2019			January 26, 2018			January 25, 2019			January 26, 2018
Stock options	$	11		$	28		$	62		$	105
Restricted stock	43			38			144			145
Employee stock purchase plan	6			6			22			20
Total stock-based compensation expense	$	60		$	72		$	228		$	270

Cost of products sold	$	5		$	10		$	23		$	34
Research and development expense	8			8			29			29
Selling, general, and administrative expense	47			54			176			207
Total stock-based compensation expense	60			72			228			270
Income tax benefits	(8		)	(12		)	(40		)	(69		)
Total stock-based compensation expense, net of tax	$	52		$	60		$	188		$	201

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

15 . Retirement Benefit Plans

The Company sponsors various retirement benefit plans, including defined benefit pension plans, post-retirement medical plans, defined contribution savings plans, and termination indemnity plans, covering substantially all U.S. employees and many employees outside the U.S. The net periodic benefit cost of the defined benefit pension plans included the following components for the three and nine months ended January 25, 2019 and January 26, 2018 :



	U.S.						Non-U.S.
	Three months ended						Three months ended
(in millions)	January 25, 2019			January 26, 2018			January 25, 2019			January 26, 2018
Service cost	$	27		$	29		$	15		$	17
Interest cost	33			29			7			7
Expected return on plan assets	(54		)	(51		)	(14		)	(13		)
Amortization of net actuarial loss	19			20			3			4
Plan settlement	—			15			—			—
Net periodic benefit cost	$	25		$	42		$	11		$	15



	U.S.						Non-U.S.
	Nine months ended						Nine months ended
(in millions)	January 25, 2019			January 26, 2018			January 25, 2019			January 26, 2018
Service cost	$	81		$	87		$	45		$	51
Interest cost	99			89			21			21
Expected return on plan assets	(162		)	(155		)	(42		)	(39		)
Amortization of net actuarial loss	57			60			9			12
Plan settlement	—			15			—			—
Net periodic benefit cost	$	75		$	96		$	33		$	45

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

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

16 . Accumulated Other Comprehensive Income and Supplemental Equity Disclosure

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



(in millions)	Unrealized (Loss) Gain on Investment Securities			Cumulative Translation Adjustment			Net Change in Retirement Obligations			Unrealized (Loss) Gain on Derivative Financial Instruments			Total Accumulated Other Comprehensive (Loss) Income
April 27, 2018	$	(194	)	$	(268	)	$	(1,117	)	$	(207	)	$	(1,786	)
Other comprehensive (loss) income before reclassifications	(7		)	(1,124		)	—			353			(778		)
Reclassifications	30			—			65			(36		)	59
Other comprehensive income (loss)	23			(1,124		)	65			317			(719		)
Cumulative effect of change in accounting principle ⁽¹⁾	47			—			—			—			47
January 25, 2019	$	(124	)	$	(1,392	)	$	(1,052	)	$	110		$	(2,458	)


(in millions)	Unrealized (Loss) Gain on Investment Securities			Cumulative Translation Adjustment			Net Change in Retirement Obligations			Unrealized Gain (Loss) on Derivative Financial Instruments			Total Accumulated Other Comprehensive (Loss) Income
April 28, 2017	$	(69	)	$	(1,452	)	$	(1,129	)	$	37		$	(2,613	)
Other comprehensive income (loss) before reclassifications	50			1,559			(38		)	(351		)	1,220
Reclassifications	(9		)	(34		)	49			5			11
Other comprehensive income (loss)	41			1,525			11			(346		)	1,231
January 26, 2018	$	(28	)	$	73		$	(1,118	)	$	(309	)	$	(1,382	)


(1)	Refer to Note 2 to the consolidated financial statements for discussion regarding the adoption of accounting standards during the nine months ended January 25, 2019 .

The income tax on gains and losses on investment securities in other comprehensive income before reclassifications during the nine months ended January 25, 2019 and January 26, 2018 was a benefit of $2 million and an expense of $33 million , respectively. During the nine months ended January 25, 2019 and January 26, 2018 , realized gains and losses on investment securities reclassified from AOCI were reduced by income taxes of $2 million and $4 million , respectively. When realized, gains and losses on investment securities reclassified from AOCI are recognized within other non-operating (income) expense, net . Refer to Note 7 to the consolidated financial statements for additional information.

For the nine months ended January 25, 2019 , the income tax benefit on cumulative translation adjustments was $8 million . For the nine months ended January 26, 2018 , taxes were no t provided on cumulative translation adjustments as substantially all translation adjustments relate to earnings that were intended to be indefinitely reinvested outside the U.S.

The net change in retirement obligations in other comprehensive income includes net amortization of actuarial losses included in net periodic benefit cost. During the nine months ended January 25, 2019 , there was no income tax impact on the net change in retirement obligations in other comprehensive income before reclassifications. The income tax on the net change in retirement obligations in other comprehensive income before reclassifications during the nine months ended January 26, 2018 was a benefit of $6 million . During the nine months ended January 25, 2019 and January 26, 2018 , the gains and losses on defined benefit and pension items reclassified from AOCI were reduced by income taxes of $15 million and $21 million , respectively. When realized, net gains and losses on defined benefit and pension items reclassified from AOCI are recognized within other non-operating (income) expense, net . Refer to Note 15 to the consolidated financial statements for additional information.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

The income tax on unrealized gains and losses on derivative financial instruments in other comprehensive income before reclassifications during the nine months ended January 25, 2019 and January 26, 2018 was an expense of $116 million and a benefit of $156 million , respectively. During the nine months ended January 25, 2019 , gains and losses on derivative financial instruments reclassified from AOCI were reduced by income taxes of $16 million . During the nine months ended January 26, 2018 , there was no income tax impact on the gains and losses on derivative financial instruments reclassified from AOCI. When realized, cash flow hedge gains and losses reclassified from AOCI are recognized within other operating expense, net, and forward starting interest rate derivative financial instrument gains and losses reclassified from AOCI are recognized within interest expense. Refer to Note 9 to the consolidated financial statements for additional information.

The supplemental equity schedule below presents changes in the Company's total shareholders' equity and noncontrolling interests for the nine months ended January 25, 2019 and January 26, 2018 .



(in millions)	Total Shareholders' Equity			Noncontrolling Interests			Total Equity
April 27, 2018	$	50,720		$	102		$	50,822
Net income	3,459			9			3,468
Other comprehensive loss	(719		)	(3		)	(722		)
Dividends to shareholders	(2,022		)	—			(2,022		)
Issuance of shares under stock purchase and award plans	826			—			826
Repurchase of ordinary shares	(2,663		)	—			(2,663		)
Stock-based compensation	228			—			228
Changes to noncontrolling ownership interests	—			4			4
January 25, 2019	$	49,829		$	112		$	49,941

(in millions)	Total Shareholders' Equity			Noncontrolling Interests			Total Equity
April 28, 2017	$	50,294		$	122		$	50,416
Net income (loss)	1,644			(14		)	1,630
Other comprehensive income	1,231			—			1,231
Dividends to shareholders	(1,870		)	—			(1,870		)
Issuance of shares under stock purchase and award plans	266			—			266
Repurchase of ordinary shares	(1,897		)	—			(1,897		)
Stock-based compensation	270			—			270
Cumulative effect of change in accounting principle	296			—			296
Changes to noncontrolling ownership interests	—			(2		)	(2		)
January 26, 2018	$	50,234		$	106		$	50,340

Cash dividends declared and paid per ordinary share were $0.50 for each quarter in fiscal year 2019 and $0.46 for each quarter in fiscal year 2018.

17 . Commitments and Contingencies

Legal Matters

The Company and its affiliates are involved in a number of legal actions involving product liability, intellectual property and commercial disputes, shareholder related matters, environmental proceedings, income tax disputes, and governmental proceedings and investigations, including those described below. With respect to governmental proceedings and investigations, like other companies in our industry, the Company is subject to extensive regulation by national, state and local governmental agencies in the United States and in other jurisdictions in which the Company and its affiliates operate. As a result, interaction with governmental agencies is ongoing. The Company’s standard practice is to cooperate with regulators and investigators in responding to inquiries. The outcomes of legal actions are not within the Company’s complete control and may not be known for prolonged periods of time. In some actions, the enforcement agencies or private claimants seek damages, as well as other civil or criminal remedies (including injunctions barring the sale of products that are the subject of the proceeding), that could require significant expenditures, result in lost revenues, or limit the Company's ability to conduct business in the applicable jurisdictions.

The Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies related to legal actions when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required. Estimates of probable losses resulting from litigation and governmental proceedings involving the Company are inherently difficult to predict, particularly when the matters are in early procedural stages, with incomplete scientific facts or legal discovery, involve unsubstantiated or indeterminate claims for damages, potentially involve penalties, fines or punitive damages, or could result in

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

a change in business practice. At January 25, 2019 and April 27, 2018 , accrued litigation was approximately $0.8 billion and $0.9 billion , respectively. The ultimate cost to the Company with respect to accrued litigation could be materially different than the amount of the current estimates and accruals and could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows. The Company includes accrued litigation in other accrued expenses and other liabilities on the consolidated balance sheets. While it is not possible to predict the outcome for most of the legal matters discussed below, the Company believes it is possible that the costs associated with these matters could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.

Product Liability Matters

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 recognized an expense for probable and estimable damages related to this matter, and accrued expenses for this matter are included within accrued litigation as discussed above.

INFUSE Litigation

The Company estimated law firms representing approximately 6,000 claimants asserted or intended to assert personal injury claims against Medtronic in the U.S. state and federal courts involving the INFUSE bone graft product. As of June 1, 2017, the Company had reached agreements to settle substantially all of these claims, resolving this litigation. The Company's accrued expenses for this matter are included within accrued litigation as discussed above.

Pelvic Mesh Litigation

The Company is currently involved in litigation in various state and federal courts against manufacturers of pelvic mesh products alleging personal injuries resulting from the implantation of those products. Two subsidiaries of Covidien supplied pelvic mesh products to one of the manufacturers, C.R. Bard (Bard), named in the litigation. The litigation includes a federal multi-district litigation in the U.S. District Court for the Northern District of West Virginia and cases in various state courts and jurisdictions outside the U.S. Generally, complaints allege design and manufacturing claims, failure to warn, breach of warranty, fraud, violations of state consumer protection laws and loss of consortium claims. In fiscal year 2016, Bard paid the Company $121 million towards the settlement of 11,000 of these claims. In May 2017, the agreement with Bard was amended to extend the terms to apply to up to an additional 5,000 claims. That agreement does not resolve the dispute between the Company and Bard with respect to claims that do not settle, if any. As part of the agreement, the Company and Bard agreed to dismiss without prejudice their pending litigation with respect to Bard’s obligation to defend and indemnify the Company. The Company estimates law firms representing approximately 15,800 claimants have asserted or may assert claims involving products manufactured by Covidien’s subsidiaries. As of February 1, 2019, the Company had reached agreements to settle approximately 15,100 of these claims. The Company's accrued expenses for this matter are included within accrued litigation as discussed above.

Patent Litigation

Ethicon

On December 14, 2011, Ethicon filed an action against Covidien in the U.S. District Court for the Southern District of Ohio, alleging patent infringement and seeking monetary damages and injunctive relief. On January 22, 2014, the district court entered summary judgment in Covidien's favor, and the majority of this ruling was affirmed by the Federal Circuit on August 7, 2015. Following appeal, the case was remanded back to the District Court with respect to one patent. On January 21, 2016, Covidien filed a second action in the U.S. District Court for the Southern District of Ohio, seeking a declaration of non-infringement with respect to a second set of patents held by Ethicon. The court consolidated this second action with the remaining patent issues from the first action. Following consolidation of the cases, Ethicon dismissed six of the asserted patents, leaving a single asserted patent. In addition to claims of non-infringement, the Company asserts an affirmative defense of invalidity. The Company has not recognized an expense related to damages in connection with this matter, because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from this matter.

Sasso

The Company is involved in litigation in Indiana relating to certain patent and royalty disputes with Dr. Sasso under agreements originally entered into in 1999 and 2001. On November 28, 2018, a jury in Indiana state court returned a verdict against the

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Company for approximately $112 million . The Company has strong arguments to appeal the verdict and has filed post-trial motions and appeals with the appropriate appellate courts. The Company has not recognized an expense in connection with this matter because it does not currently believe a loss is probable under U.S. GAAP.

Shareholder Related Matters

Covidien Acquisition

On July 2, 2014, Lewis Merenstein filed a putative shareholder class action in Hennepin County, Minnesota, District Court seeking to enjoin the then-potential acquisition of Covidien. The lawsuit named Medtronic, Inc., Covidien, and each member of the Medtronic, Inc. Board of Directors at the time as defendants, and alleged that the directors breached their fiduciary duties to shareholders with regard to the then-potential acquisition. On August 21, 2014, Kenneth Steiner filed a putative shareholder class action in Hennepin County, Minnesota, District Court, also seeking an injunction to prevent the potential Covidien acquisition. In September 2014, the Merenstein and Steiner matters were consolidated and in December 2014, the plaintiffs filed a preliminary injunction motion seeking to enjoin the Covidien transaction. On March 20, 2015, the District Court issued an order and opinion granting Medtronic’s motion to dismiss the case. In May of 2015, the plaintiffs filed an appeal, and, in January of 2016, the Minnesota State Court of Appeals affirmed in part, and reversed in part. On April 19, 2016 the Minnesota Supreme Court granted the Company’s petition to review the issue of whether most of the original claims are properly characterized as direct or derivative under Minnesota law. In August of 2017, the Minnesota Supreme Court affirmed the decision of the Minnesota State Court of Appeals, sending the matter back to the trial court for further proceedings, which are ongoing. The Company has not recognized an expense related to damages in connection with this matter, because any potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.

HeartWare

On January 22, 2016, the St. Paul Teachers’ Retirement Fund Association filed a putative class action complaint (the “Complaint”) in the United States District Court for the Southern District of New York against HeartWare on behalf of all persons and entities who purchased or otherwise acquired shares of HeartWare from June 10, 2014 through January 11, 2016 (the “Class Period”). The Complaint was amended on June 29, 2016 and claims HeartWare and one of its executives violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making false and misleading statements about, among other things, HeartWare’s response to a June 2014 U.S. FDA warning letter, the development of the Miniaturized Ventricular Assist Device (MVAD) System and the proposed acquisition of Valtech Cardio Ltd. The Complaint seeks to recover damages on behalf of all purchasers or acquirers of HeartWare’s stock during the Class Period. In August of 2016, the Company acquired HeartWare. In October of 2018, the parties reached an agreement to settle this matter, and in January 2019, the settlement amount was deposited into a qualified settlement fund to be distributed following final court approval.

Environmental Proceedings

The Company is involved in various stages of investigation and cleanup related to environmental remediation matters at a number of sites. These projects relate to a variety of activities, including removal of solvents, metals and other hazardous substances from soil and groundwater. The ultimate cost of site cleanup and timing of future cash flows is difficult to predict given uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods.

The Company is a successor to a company 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 U.S. Surgical Corporation, subsidiaries of Covidien, in December 2008, which included a directive to remove a significant volume of soils at the site. After a hearing on the compliance order before the Maine Board of Environmental Protection (Maine Board) to challenge the terms of the compliance order, the Maine Board modified the MDEP order and issued a final order requiring removal of two landfills, capping of the remaining three landfills, installation of a groundwater extraction system and long-term monitoring of the site and the three remaining landfills.

The Company has proceeded with implementation of the investigation and remediation at the site in accordance with the MDEP order as modified by the Maine Board order.

Since the early 2000s, the Company or its predecessors have also been involved in a lawsuit filed in the U.S. District Court for the District of Maine by the Natural Resources Defense Council and the Maine People’s Alliance. Plaintiffs sought an injunction requiring the Company's predecessor to conduct extensive studies of mercury contamination of the Penobscot River and Bay and options for remediating such contamination, and to perform appropriate remedial activities, if necessary.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Following a trial in March 2002, the Court held that conditions in the Penobscot River and Bay may pose an imminent and substantial endangerment and that the Company’s predecessor was liable for the cost of performing a study of the River and Bay. Following a second trial in June 2014, the Court ordered that further engineering study and engineering design work was needed to determine the nature and extent of remediation in the Penobscot River and Bay. The Court also appointed an engineering firm to conduct such studies and issue a report on potential remediation alternatives. In connection with these proceedings, reports have been produced including a variety of cost estimates for a variety of potential remedial options. A third trial to determine the course of remediation to be pursued is scheduled to occur in October of 2019.

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

Government Matters

Since 2017, the Company has been responding to requests from the Department of Justice and U.S. Department of Health and Human Services for information about business practices relating to a neurovascular product developed and first marketed by ev3 and Covidien. The Company has provided information in response to these requests and is cooperating with the inquiry. The Company has not recognized an expense in connection with any ongoing investigation, because any such potential loss is not currently probable or reasonably estimable under U.S. GAAP. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from the ongoing information requests.

Income Taxes

In March 2009, the IRS issued its audit report on Medtronic, Inc. for fiscal years 2005 and 2006. Medtronic, Inc. reached agreement with the IRS on some, but not all matters related to these fiscal years. The remaining unresolved issue for fiscal years 2005 and 2006 relates to the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico, which is one of the Company's key manufacturing sites. The U.S. Tax Court reviewed this dispute, and on June 9, 2016, issued its opinion with respect to the allocation of income between the parties for fiscal years 2005 and 2006. The U.S. Tax Court generally rejected the IRS’s position, but also made certain modifications to the Medtronic, Inc. tax returns as filed. On April 21, 2017, the IRS filed their Notice of Appeal to the U.S. Court of Appeals for the 8th Circuit regarding the Tax Court Opinion. Oral argument for the Appeal occurred on March 14, 2018. The 8th Circuit Court of Appeals issued their opinion on August 16, 2018, and remanded the case back to the U.S. Tax Court for additional factual findings.

In October 2011, the IRS issued its audit report on Medtronic, Inc. for fiscal years 2007 and 2008. Medtronic, Inc. reached agreement with the IRS on some, but not all matters related to these fiscal years. The remaining unresolved issue for fiscal years 2007 and 2008 relates to the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico for the businesses that are the subject of the U.S. Tax Court Case for fiscal years 2005 and 2006.

In April 2014, the IRS issued its audit report on Medtronic, Inc. for fiscal years 2009, 2010, and 2011. Medtronic, Inc. reached agreement with the IRS on some but not all matters related to these fiscal years. The remaining unresolved issue for fiscal years 2009, 2010, and 2011 relates to the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico for the businesses that are the subject of the U.S. Tax Court Case for fiscal years 2005 and 2006.

In May 2017, the IRS issued its audit report on Medtronic, Inc. for fiscal years 2012, 2013, and 2014. Medtronic, Inc. reached agreement with the IRS on some but not all matters related to these fiscal years. The significant issues that remain unresolved relate to the allocation of income between Medtronic, Inc. and its wholly-owned subsidiary operating in Puerto Rico, and proposed adjustments associated with the utilization of certain net operating losses. The Company disagrees with the IRS and will attempt to resolve these matters at the IRS Appellate level.

Medtronic, Inc.’s fiscal years 2015 and 2016 U.S. federal income tax returns are currently being audited by the IRS.

Covidien and the IRS have concluded and reached agreement on its audit of Covidien’s U.S. federal income tax returns for all tax years through 2012. The statute of limitations for Covidien’s 2013 and 2014 U.S. federal income tax returns lapsed during the first quarter of fiscal years 2018 and 2019, respectively. Covidien's fiscal year 2015 U.S. federal income tax returns are currently being audited by the IRS.

While it is not possible to predict the outcome for most of the income tax matters discussed above, the Company believes it is possible that charges associated with these matters could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.

Refer to Note 12 for additional discussion of income taxes.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Guarantees

As a result of the acquisition of Covidien, the Company has a guarantee commitment related to certain contingent tax liabilities as a party to the Tax Sharing Agreement that was entered into on June 29, 2007, between Covidien, Tyco International (now Johnson Controls), and Tyco Electronics (now TE Connectivity), associated with the spin-off from Tyco. The Tax Sharing Agreement covers certain income tax liabilities for periods prior to and including the spin-off. Medtronic’s share of the income tax liabilities for these periods is 42 percent , with Johnson Controls and TE Connectivity share being 27 percent , and 31 percent , respectively. If Johnson Controls and TE Connectivity default on their obligations to the Company under the 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. The most significant amounts at risk under this Tax Sharing Agreement were resolved with the U.S. Tax Court and IRS Appeals resolutions reached in May 2016. However, the Tax Sharing Agreement remains in place with respect to income tax liabilities that are not the subject of such resolution, including certain state and international tax matters that remain open.

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 Tax Sharing Agreement. The actual amounts that the Company may be required to ultimately accrue or pay under the 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 tax years that remain 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 Tyco Electronics legal entities for periods prior to the 2007 separation.

Refer to Note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 27, 2018 for additional information.

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

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

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

18 . Segment and Geographic Information

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

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

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in Note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 27, 2018 . Certain depreciable assets may be recorded by one segment, while the depreciation expense is allocated to another segment. The allocation of depreciation expense is based on the proportion of the assets used by each segment.

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

Net Sales



	Three months ended				Nine months ended
(in millions)	January 25, 2019		January 26, 2018		January 25, 2019		January 26, 2018
Cardiac and Vascular Group	$	2,786	$	2,800	$	8,455	$	8,219
Minimally Invasive Therapies Group	2,124		2,041		6,223		6,479
Restorative Therapies Group	2,026		1,944		5,968		5,616
Diabetes Group	610		584		1,765		1,495
Total	$	7,546	$	7,369	$	22,411	$	21,809

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Segment EBITA



	Three months ended						Nine months ended
(in millions)	January 25, 2019			January 26, 2018			January 25, 2019			January 26, 2018
Cardiac and Vascular Group	$	1,077		$	1,082		$	3,268		$	3,197
Minimally Invasive Therapies Group	828			797			2,397			2,433
Restorative Therapies Group	825			756			2,396			2,186
Diabetes Group	189			187			538			389
Segment EBITA	2,919			2,822			8,599			8,205
Interest expense	(243		)	(270		)	(726		)	(829		)
Interest income	55			98			202			290
Amortization of intangible assets	(436		)	(461		)	(1,327		)	(1,375		)
Corporate	(323		)	(524		)	(969		)	(1,140		)
Centralized distribution costs	(383		)	(471		)	(1,312		)	(1,399		)
Restructuring and associated costs	(66		)	(30		)	(256		)	(62		)
Acquisition-related items	(17		)	(30		)	(57		)	(101		)
Certain litigation charges	(63		)	(61		)	(166		)	(61		)
Gain/(loss) on minority investments	7			—			92			—
IPR&D charges	(11		)	(46		)	(26		)	(46		)
Exit of businesses	(69		)	—			(149		)	—
Divestiture-related items	—			—			—			(115		)
Gain on sale of businesses	—			—			—			697
Contribution to Medtronic Foundation	—			—			—			(80		)
Hurricane Maria	—			—			—			(34		)
Income before income taxes	$	1,370		$	1,027		$	3,905		$	3,950

Geographic Information

Net sales are attributed to the country based on the location of the customer taking possession of the products or in which the services are rendered. The following table presents net sales for the three and nine months ended January 25, 2019 and January 26, 2018 for the Company's country of domicile, countries with significant concentrations, and all other countries:



	Three months ended				Nine months ended
(in millions)	January 25, 2019		January 26, 2018		January 25, 2019		January 26, 2018
Ireland	$	24	$	20	$	68	$	62
United States	4,001		3,912		11,910		11,688
Rest of world	3,521		3,437		10,433		10,059
Total other countries, excluding Ireland	7,522		7,349		22,343		21,747
Total	$	7,546	$	7,369	$	22,411	$	21,809

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

19 . Guarantor Financial Information

Medtronic plc and Medtronic Global Holdings S.C.A. (Medtronic Luxco), a wholly-owned subsidiary guarantor, each have provided full and unconditional guarantees of the obligations of Medtronic, Inc., a wholly-owned subsidiary issuer, under the Senior Notes (Medtronic Senior Notes) and full and unconditional guarantees of the obligations of Covidien International Finance S.A. (CIFSA), a wholly-owned subsidiary issuer, under the Senior Notes (CIFSA Senior Notes). The guarantees of the CIFSA Senior Notes are in addition to the guarantees of the CIFSA Senior Notes by Covidien Ltd. and Covidien Group Holdings Ltd., both of which are wholly-owned subsidiary guarantors of the CIFSA Senior Notes. Additionally, Medtronic plc and Medtronic, Inc. each have provided a full and unconditional guarantee of the obligations of Medtronic Luxco under the Medtronic Luxco Senior Notes. The following is a summary of these guarantees:

Guarantees of Medtronic Senior Notes


•	Parent Company Guarantor - Medtronic plc


•	Subsidiary Issuer - Medtronic, Inc.


•	Subsidiary Guarantor - Medtronic Luxco

Guarantees of Medtronic Luxco Senior Notes


•	Parent Company Guarantor - Medtronic plc


•	Subsidiary Issuer - Medtronic Luxco


•	Subsidiary Guarantor - Medtronic, Inc.

Guarantees of CIFSA Senior Notes


•	Parent Company Guarantor - Medtronic plc


•	Subsidiary Issuer - CIFSA


•	Subsidiary Guarantors - Medtronic Luxco, Covidien Ltd., and Covidien Group Holdings Ltd. (CIFSA Subsidiary Guarantors)

The following presents the Company’s consolidating statements of comprehensive income for the three and nine months ended January 25, 2019 and January 26, 2018 , condensed consolidating balance sheets at January 25, 2019 and April 27, 2018 , and condensed consolidating statements of cash flows for the nine months ended January 25, 2019 and January 26, 2018 . 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., CIFSA, and CIFSA Subsidiary Guarantors, on a stand-alone basis, is presented using the equity method of accounting for subsidiaries. Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year.

During the nine months ended January 25, 2019 , the Company undertook certain steps to reorganize ownership of various subsidiaries. The transactions were entirely among subsidiaries under the common control of Medtronic. This reorganization has been reflected as of the beginning of the earliest period presented.

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Consolidating Statement of Comprehensive Income

Three Months Ended January 25, 2019

Medtronic Senior Notes and Medtronic Luxco Senior Notes



(in millions)	Medtronic plc			Medtronic, Inc.			Medtronic Luxco			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Net sales	$	—		$	281		$	—		$	7,546		$	(281	)	$	7,546

Costs and expenses:
Cost of products sold	—			223			—			2,206			(164		)	2,265
Research and development expense	—			152			—			409			—			561
Selling, general, and administrative expense	2			362			—			2,232			—			2,596
Amortization of intangible assets	—			2			—			434			—			436
Restructuring charges, net	—			3			—			23			—			26
Certain litigation charges	—			12			—			51			—			63
Other operating expense (income), net	15			(827		)	—			987			(118		)	57
Operating profit (loss)	(17		)	354			—			1,204			1			1,542
Other non-operating (income) expense, net	—			(151		)	(200		)	(480		)	760			(71		)
Interest expense	125			501			133			244			(760		)	243
Equity in net (income) loss of subsidiaries	(1,410		)	(678		)	(1,343		)	—			3,431			—
Income (loss) before income taxes	1,268			682			1,410			1,440			(3,430		)	1,370
Income tax (benefit) provision	(1		)	40			—			60			—			99
Net income (loss)	1,269			642			1,410			1,380			(3,430		)	1,271
Net (income) loss attributable to noncontrolling interests	—			—			—			(2		)	—			(2		)
Net income (loss) attributable to Medtronic	1,269			642			1,410			1,378			(3,430		)	1,269
Other comprehensive income (loss), net of tax	154			54			154			132			(340		)	154
Comprehensive income attributable to noncontrolling interests	—			—			—			(2		)	—			(2		)
Total comprehensive income (loss)	$	1,423		$	696		$	1,564		$	1,510		$	(3,770	)	$	1,423

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Consolidating Statement of Comprehensive Income

Nine Months Ended January 25, 2019

Medtronic Senior Notes and Medtronic Luxco Senior Notes



(in millions)	Medtronic plc			Medtronic, Inc.			Medtronic Luxco			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Net sales	$	—		$	1,007		$	—		$	22,411		$	(1,007	)	$	22,411

Costs and expenses:
Cost of products sold	—			776			—			6,538			(642		)	6,672
Research and development expense	—			496			—			1,240			—			1,736
Selling, general, and administrative expense	8			1,142			—			6,648			—			7,798
Amortization of intangible assets	—			6			—			1,321			—			1,327
Restructuring charges, net	—			14			—			98			—			112
Certain litigation charges	—			90			—			76			—			166
Other operating expense (income), net	40			(1,759		)	—			2,336			(339		)	278
Operating profit (loss)	(48		)	242			—			4,154			(26		)	4,322
Other non-operating (income) expense, net	—			(445		)	(539		)	(1,411		)	2,086			(309		)
Interest expense	333			1,444			349			686			(2,086		)	726
Equity in net (income) loss of subsidiaries	(3,835		)	(2,178		)	(3,644		)	—			9,657			—
Income (loss) before income taxes	3,454			1,421			3,834			4,879			(9,683		)	3,905
Income tax (benefit) provision	(5		)	(79		)	—			521			—			437
Net income (loss)	3,459			1,500			3,834			4,358			(9,683		)	3,468
Net (income) loss attributable to noncontrolling interests	—			—			—			(9		)	—			(9		)
Net income (loss) attributable to Medtronic	3,459			1,500			3,834			4,349			(9,683		)	3,459
Other comprehensive income (loss), net of tax	(719		)	(747		)	(719		)	(779		)	2,242			(722		)
Comprehensive income attributable to noncontrolling interests	—			—			—			(6		)	—			(6		)
Total comprehensive income (loss)	$	2,740		$	753		$	3,115		$	3,573		$	(7,441	)	$	2,740

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Consolidating Statement of Comprehensive Income

Three Months Ended January 26, 2018

Medtronic Senior Notes and Medtronic Luxco Senior Notes



(in millions)	Medtronic plc			Medtronic, Inc.			Medtronic Luxco			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Net sales	$	—		$	275		$	—		$	7,369		$	(275	)	$	7,369

Costs and expenses:
Cost of products sold	—			246			—			2,126			(178		)	2,194
Research and development expense	—			166			—			393			—			559
Selling, general, and administrative expense	4			364			—			2,155			—			2,523
Amortization of intangible assets	—			2			—			459			—			461
Restructuring charges, net	—			—			—			7			—			7
Certain litigation charges	—			24			—			37			—			61
Other operating expense (income), net	10			(773		)	—			999			(108		)	128
Operating profit (loss)	(14		)	246			—			1,193			11			1,436
Other non-operating (income) expense, net	—			92			(133		)	(355		)	535			139
Interest expense	63			464			73			205			(535		)	270
Equity in net (income) loss of subsidiaries	1,314			1,350			1,374			—			(4,038		)	—
Income (loss) before income taxes	(1,391		)	(1,660		)	(1,314		)	1,343			4,049			1,027
Income tax (benefit) provision	(2		)	316			—			2,105			—			2,419
Net income (loss)	(1,389		)	(1,976		)	(1,314		)	(762		)	4,049			(1,392		)
Net loss attributable to noncontrolling interests	—			—			—			3			—			3
Net income (loss) attributable to Medtronic	(1,389		)	(1,976		)	(1,314		)	(759		)	4,049			(1,389		)
Other comprehensive (loss) income, net of tax	678			599			678			664			(1,941		)	678
Comprehensive loss attributable to noncontrolling interests	—			—			—			3			—			3
Total comprehensive income (loss)	$	(711	)	$	(1,377	)	$	(636	)	$	(95	)	$	2,108		$	(711	)

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Consolidating Statement of Comprehensive Income

Nine Months Ended January 26, 2018

Medtronic Senior Notes and Medtronic Luxco Senior Notes



(in millions)	Medtronic plc			Medtronic, Inc.			Medtronic Luxco			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Net sales	$	—		$	879		$	—		$	21,807		$	(877	)	$	21,809

Costs and expenses:
Cost of products sold	—			702			—			6,548			(581		)	6,669
Research and development expense	—			495			—			1,169			—			1,664
Selling, general, and administrative expense	9			1,089			—			6,544			—			7,642
Amortization of intangible assets	—			6			—			1,369			—			1,375
Restructuring charges, net	—			2			—			21			—			23
Certain litigation charges	—			24			—			37			—			61
Gain on sale of businesses	—			—			—			(697		)	—			(697		)
Other operating expense (income), net	35			(1,334		)	—			1,981			(322		)	360
Operating profit (loss)	(44		)	(105		)	—			4,835			26			4,712
Other non-operating (income) expense, net	—			(57		)	(344		)	(1,036		)	1,370			(67		)
Interest expense	172			1,330			155			542			(1,370		)	829
Equity in net (income) loss of subsidiaries	(1,855		)	(387		)	(1,666		)	—			3,908			—
Income (loss) before income taxes	1,639			(991		)	1,855			5,329			(3,882		)	3,950
Income tax (benefit) provision	(5		)	(3		)	—			2,328			—			2,320
Net income (loss)	1,644			(988		)	1,855			3,001			(3,882		)	1,630
Net loss attributable to noncontrolling interests	—			—			—			14			—			14
Net income (loss) attributable to Medtronic	1,644			(988		)	1,855			3,015			(3,882		)	1,644
Other comprehensive income (loss), net of tax	1,231			1,228			1,231			1,194			(3,653		)	1,231
Comprehensive loss attributable to noncontrolling interests	—			—			—			14			—			14
Total comprehensive income (loss)	$	2,875		$	240		$	3,086		$	4,209		$	(7,535	)	$	2,875

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Balance Sheet

January 25, 2019

Medtronic Senior Notes and Medtronic Luxco Senior Notes



(in millions)	Medtronic plc		Medtronic, Inc.		Medtronic Luxco		Subsidiary Non-guarantors		Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	16	$	336	$	3,351	$	—		$	3,703
Investments	—		—		—		5,439		—			5,439
Accounts receivable, net	—		—		—		5,854		—			5,854
Inventories, net	—		176		—		3,870		(180		)	3,866
Intercompany receivable	46		20,062		—		36,870		(56,978		)	—
Other current assets	9		159		3		1,844		—			2,015
Total current assets	55		20,413		339		57,228		(57,158		)	20,877
Property, plant, and equipment, net	—		1,439		—		3,154		—			4,593
Goodwill	—		1,883		—		38,120		—			40,003
Other intangible assets, net	—		—		—		20,835		—			20,835
Tax assets	—		447		—		1,049		—			1,496
Investment in subsidiaries	63,260		76,021		64,146		—		(203,427		)	—
Intercompany loans receivable	3,000		21		30,022		33,786		(66,829		)	—
Other assets	—		255		—		671		—			926
Total assets	$	66,315	$	100,479	$	94,507	$	154,843	$	(327,414	)	$	88,730
LIABILITIES AND EQUITY
Current liabilities:
Current debt obligations	$	—	$	1	$	1,000	$	355	$	—		$	1,356
Accounts payable	—		459		—		1,247		—			1,706
Intercompany payable	—		20,271		16,601		20,106		(56,978		)	—
Accrued compensation	4		733		—		1,059		—			1,796
Accrued income taxes	—		—		—		648		—			648
Other accrued expenses	20		557		32		2,738		—			3,347
Total current liabilities	24		22,021		17,633		26,153		(56,978		)	8,853
Long-term debt	—		20,620		845		2,209		—			23,674
Accrued compensation and retirement benefits	—		836		—		477		—			1,313
Accrued income taxes	10		650		—		2,214		—			2,874
Intercompany loans payable	16,452		13,879		19,794		16,704		(66,829		)	—
Deferred tax liabilities	—		—		—		1,356		—			1,356
Other liabilities	—		41		—		678		—			719
Total liabilities	16,486		58,047		38,272		49,791		(123,807		)	38,789
Shareholders’ equity	49,829		42,432		56,235		104,940		(203,607		)	49,829
Noncontrolling interests	—		—		—		112		—			112
Total equity	49,829		42,432		56,235		105,052		(203,607		)	49,941
Total liabilities and equity	$	66,315	$	100,479	$	94,507	$	154,843	$	(327,414	)	$	88,730

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Balance Sheet

April 27, 2018

Medtronic Senior Notes and Medtronic Luxco Senior Notes



(in millions)	Medtronic plc		Medtronic, Inc.		Medtronic Luxco		Subsidiary Non-guarantors		Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	20	$	1	$	3,648	$	—		$	3,669
Investments	—		76		—		7,482		—			7,558
Accounts receivable, net	—		—		—		5,987		—			5,987
Inventories, net	—		165		—		3,539		(125		)	3,579
Intercompany receivable	37		23,480		—		33,929		(57,446		)	—
Other current assets	6		178		—		2,003		—			2,187
Total current assets	43		23,919		1		56,588		(57,571		)	22,980
Property, plant, and equipment, net	—		1,426		—		3,178		—			4,604
Goodwill	—		1,883		—		37,660		—			39,543
Other intangible assets, net	—		12		—		21,711		—			21,723
Tax assets	—		385		—		1,080		—			1,465
Investment in subsidiaries	60,381		73,495		61,461		—		(195,337		)	—
Intercompany loans receivable	3,000		6,519		19,337		34,196		(63,052		)	—
Other assets	—		223		—		855		—			1,078
Total assets	$	63,424	$	107,862	$	80,799	$	155,268	$	(315,960	)	$	91,393
LIABILITIES AND EQUITY
Current liabilities:
Current debt obligations	$	—	$	—	$	1,696	$	362	$	—		$	2,058
Accounts payable	—		381		—		1,247		—			1,628
Intercompany payable	—		28,401		5,542		23,503		(57,446		)	—
Accrued compensation	3		787		—		1,198		—			1,988
Accrued income taxes	—		—		—		979		—			979
Other accrued expenses	16		359		4		3,052		—			3,431
Total current liabilities	19		29,928		7,242		30,341		(57,446		)	10,084
Long-term debt	—		20,598		844		2,257		—			23,699
Accrued compensation and retirement benefits	—		902		—		523		—			1,425
Accrued income taxes	10		531		—		2,510		—			3,051
Intercompany loans payable	12,675		14,339		19,335		16,703		(63,052		)	—
Deferred tax liabilities	—		—		—		1,423		—			1,423
Other liabilities	—		68		—		821		—			889
Total liabilities	12,704		66,366		27,421		54,578		(120,498		)	40,571
Shareholders' equity	50,720		41,496		53,378		100,588		(195,462		)	50,720
Noncontrolling interests	—		—		—		102		—			102
Total equity	50,720		41,496		53,378		100,690		(195,462		)	50,822
Total liabilities and equity	$	63,424	$	107,862	$	80,799	$	155,268	$	(315,960	)	$	91,393

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statement of Cash Flows

Nine Months Ended January 25, 2019

Medtronic Senior Notes and Medtronic Luxco Senior Notes



(in millions)	Medtronic plc			Medtronic, Inc.			Medtronic Luxco			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Operating Activities:
Net cash provided by (used in) operating activities	$	100		$	(619	)	$	200		$	5,239		$	—		$	4,920
Investing Activities:
Acquisitions, net of cash acquired	—			—			—			(1,615		)	—			(1,615		)
Additions to property, plant, and equipment	—			(207		)	—			(592		)	—			(799		)
Purchases of investments	—			—			—			(1,987		)	—			(1,987		)
Sales and maturities of investments	—			76			—			4,083			—			4,159
Capital contribution paid	(18		)	(47		)	—			—			65			—
Other investing activities	—			—			—			(3		)	—			(3		)
Net cash provided by (used in) investing activities	(18		)	(178		)	—			(114		)	65			(245		)
Financing Activities:
Change in current debt obligations, net	—			—			(696		)	—			—			(696		)
Issuance of long-term debt	—			—			—			3			—			3
Payments on long-term debt	—			—			—			(29		)	—			(29		)
Dividends to shareholders	(2,022		)	—			—			—			—			(2,022		)
Issuance of ordinary shares	891			—			—			—			—			891
Repurchase of ordinary shares	(2,728		)	—			—			—			—			(2,728		)
Net intercompany loan borrowings (repayments)	3,777			793			814			(5,384		)	—			—
Capital contribution received	—			—			—			65			(65		)	—
Other financing activities	—			—			17			(7		)	—			10
Net cash provided by (used in) financing activities	(82		)	793			135			(5,352		)	(65		)	(4,571		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(70		)	—			(70		)
Net change in cash and cash equivalents	—			(4		)	335			(297		)	—			34
Cash and cash equivalents at beginning of period	—			20			1			3,648			—			3,669
Cash and cash equivalents at end of period	$	—		$	16		$	336		$	3,351		$	—		$	3,703

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statement of Cash Flows

Nine Months Ended January 26, 2018

Medtronic Senior Notes and Medtronic Luxco Senior Notes



(in millions)	Medtronic plc			Medtronic, Inc.			Medtronic Luxco			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Operating Activities:
Net cash provided by (used in) operating activities	$	172		$	(958	)	$	200		$	4,232		$	—		$	3,646
Investing Activities:
Acquisitions, net of cash acquired	—			—			—			(111		)	—			(111		)
Proceeds from sale of businesses	—			—			—			6,058			—			6,058
Additions to property, plant, and equipment	—			(234		)	—			(542		)	—			(776		)
Purchases of investments	—			—			—			(2,479		)	—			(2,479		)
Sales and maturities of investments	—			—			—			3,060			—			3,060
Capital contribution paid	—			(59		)	(4,200		)	—			4,259			—
Other investing activities	—			—			—			(5		)	—			(5		)
Net cash provided by (used in) investing activities	—			(293		)	(4,200		)	5,981			4,259			5,747
Financing Activities:
Change in current debt obligations, net	—			—			(397		)	6			—			(391		)
Issuance of long-term debt	—			—			—			21			—			21
Payments on long-term debt	—			(3,000		)	—			(1,167		)	—			(4,167		)
Dividends to shareholders	(1,870		)	—			—			—			—			(1,870		)
Issuance of ordinary shares	333			—			—			—			—			333
Repurchase of ordinary shares	(1,964		)	—			—			—			—			(1,964		)
Net intercompany loan borrowings (repayments)	3,329			4,244			4,453			(12,026		)	—			—
Capital contribution received	—			—			—			4,259			(4,259		)	—
Other financing activities	—			—			—			(88		)	—			(88		)
Net cash provided by (used in) financing activities	(172		)	1,244			4,056			(8,995		)	(4,259		)	(8,126		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			124			—			124
Net change in cash and cash equivalents	—			(7		)	56			1,342			—			1,391
Cash and cash equivalents at beginning of period	—			45			5			4,917			—			4,967
Cash and cash equivalents at end of period	$	—		$	38		$	61		$	6,259		$	—		$	6,358

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Consolidating Statement of Comprehensive Income

Three Months Ended January 25, 2019

CIFSA Senior Notes



(in millions)	Medtronic plc			CIFSA			CIFSA Subsidiary Guarantors			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Net sales	$	—		$	—		$	—		$	7,546		$	—		$	7,546

Costs and expenses:
Cost of products sold	—			—			—			2,265			—			2,265
Research and development expense	—			—			—			561			—			561
Selling, general, and administrative expense	2			—			1			2,593			—			2,596
Amortization of intangible assets	—			—			—			436			—			436
Restructuring charges, net	—			—			—			26			—			26
Certain litigation charges	—			—			—			63			—			63
Other operating expense, net	15			—			—			42			—			57
Operating profit (loss)	(17		)	—			(1		)	1,560			—			1,542
Other non-operating (income) expense, net	—			(9		)	(207		)	(190		)	335			(71		)
Interest expense	125			23			132			298			(335		)	243
Equity in net (income) loss of subsidiaries	(1,410		)	(655		)	(1,336		)	—			3,401			—
Income (loss) before income taxes	1,268			641			1,410			1,452			(3,401		)	1,370
Income tax (benefit) provision	(1		)	—			—			100			—			99
Net income (loss)	1,269			641			1,410			1,352			(3,401		)	1,271
Net loss attributable to noncontrolling interests	—			—			—			(2		)	—			(2		)
Net income (loss) attributable to Medtronic	1,269			641			1,410			1,350			(3,401		)	1,269
Other comprehensive income (loss), net of tax	154			95			154			154			(403		)	154
Comprehensive income attributable to noncontrolling interests	—			—			—			(2		)	—			(2		)
Total comprehensive income (loss)	$	1,423		$	736		$	1,564		$	1,504		$	(3,804	)	$	1,423

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Consolidating Statement of Comprehensive Income

Nine Months Ended January 25, 2019

CIFSA Senior Notes



(in millions)	Medtronic plc			CIFSA			CIFSA Subsidiary Guarantors			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Net sales	$	—		$	—		$	—		$	22,411		$	—		$	22,411

Costs and expenses:
Cost of products sold	—			—			—			6,672			—			6,672
Research and development expense	—			—			—			1,736			—			1,736
Selling, general, and administrative expense	8			1			2			7,787			—			7,798
Amortization of intangible assets	—			—			—			1,327			—			1,327
Restructuring charges, net	—			—			—			112			—			112
Certain litigation charges	—			—			—			166			—			166
Other operating expense, net	40			—			—			238			—			278
Operating profit (loss)	(48		)	(1		)	(2		)	4,373			—			4,322
Other non-operating (income) expense, net	—			(29		)	(559		)	(614		)	893			(309		)
Interest expense	333			66			348			872			(893		)	726
Equity in net (income) loss of subsidiaries	(3,835		)	(2,271		)	(3,626		)	—			9,732			—
Income (loss) before income taxes	3,454			2,233			3,835			4,115			(9,732		)	3,905
Income tax (benefit) provision	(5		)	—			—			442			—			437
Net income (loss)	3,459			2,233			3,835			3,673			(9,732		)	3,468
Net loss attributable to noncontrolling interests	—			—			—			(9		)	—			(9		)
Net income (loss) attributable to Medtronic	3,459			2,233			3,835			3,664			(9,732		)	3,459
Other comprehensive income (loss), net of tax	(719		)	69			(719		)	(722		)	1,369			(722		)
Comprehensive income attributable to noncontrolling interests	—			—			—			(6		)	—			(6		)
Total comprehensive income (loss)	$	2,740		$	2,302		$	3,116		$	2,945		$	(8,363	)	$	2,740

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Consolidating Statement of Comprehensive Income

Three Months Ended January 26, 2018

CIFSA Senior Notes



(in millions)	Medtronic plc			CIFSA			CIFSA Subsidiary Guarantors			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Net sales	$	—		$	—		$	—		$	7,369		$	—		$	7,369

Costs and expenses:
Cost of products sold	—			—			—			2,194			—			2,194
Research and development expense	—			—			—			559			—			559
Selling, general, and administrative expense	4			—			—			2,519			—			2,523
Amortization of intangible assets	—			—			—			461			—			461
Restructuring charges, net	—			—			—			7			—			7
Certain litigation charges	—			—			—			61			—			61
Gain on sale of businesses	—			—			—			—			—			—
Other operating expense, net	10			—			—			118			—			128
Operating profit (loss)	(14		)	—			—			1,450			—			1,436
Other non-operating (income) expense, net	—			(13		)	(137		)	83			206			139
Interest expense	63			19			73			321			(206		)	270
Equity in net (income) loss of subsidiaries	1,314			(921		)	1,378			—			(1,771		)	—
Income (loss) before income taxes	(1,391		)	915			(1,314		)	1,046			1,771			1,027
Income tax (benefit) provision	(2		)	—			—			2,421			—			2,419
Net income (loss)	(1,389		)	915			(1,314		)	(1,375		)	1,771			(1,392		)
Net loss attributable to noncontrolling interests	—			—			—			3			—			3
Net income (loss) attributable to Medtronic	(1,389		)	915			(1,314		)	(1,372		)	1,771			(1,389		)
Other comprehensive (loss) income, net of tax	678			52			678			678			(1,408		)	678
Comprehensive loss attributable to noncontrolling interests	—			—			—			3			—			3
Total comprehensive income (loss)	$	(711	)	$	967		$	(636	)	$	(694	)	$	363		$	(711	)

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Consolidating Statement of Comprehensive Income

Nine Months Ended January 26, 2018

CIFSA Senior Notes



(in millions)	Medtronic plc			CIFSA			CIFSA Subsidiary Guarantors			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Net sales	$	—		$	—		$	—		$	21,809		$	—		$	21,809

Costs and expenses:
Cost of products sold	—			—			—			6,669			—			6,669
Research and development expense	—			—			—			1,664			—			1,664
Selling, general, and administrative expense	9			—			1			7,632			—			7,642
Amortization of intangible assets	—			—			—			1,375			—			1,375
Restructuring charges, net	—			—			—			23			—			23
Certain litigation charges	—			—			—			61			—			61
Gain on sale of businesses	—			—			—			(697		)	—			(697		)
Other operating expense, net	35			1			—			324			—			360
Operating profit (loss)	(44		)	(1		)	(1		)	4,758			—			4,712
Other non-operating (income) expense, net	—			(45		)	(355		)	(169		)	502			(67		)
Interest expense	172			63			156			940			(502		)	829
Equity in net (income) loss of subsidiaries	(1,855		)	(3,062		)	(1,657		)	—			6,574			—
Income (loss) before income taxes	1,639			3,043			1,855			3,987			(6,574		)	3,950
Income tax (benefit) provision	(5		)	—			—			2,325			—			2,320
Net income (loss)	1,644			3,043			1,855			1,662			(6,574		)	1,630
Net loss attributable to noncontrolling interests	—			—			—			14			—			14
Net income (loss) attributable to Medtronic	1,644			3,043			1,855			1,676			(6,574		)	1,644
Other comprehensive income (loss), net of tax	1,231			(7		)	1,231			1,231			(2,455		)	1,231
Comprehensive loss attributable to non-controlling interests	—			—			—			14			—			14
Total comprehensive income (loss)	$	2,875		$	3,036		$	3,086		$	2,907		$	(9,029	)	$	2,875

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Balance Sheet

January 25, 2019

CIFSA Senior Notes



(in millions)	Medtronic plc		CIFSA		CIFSA Subsidiary Guarantors		Subsidiary Non-guarantors		Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	—	$	336	$	3,367	$	—		$	3,703
Investments	—		—		—		5,439		—			5,439
Accounts receivable, net	—		—		—		5,854		—			5,854
Inventories, net	—		—		—		3,866		—			3,866
Intercompany receivable	46		—		1,362		16,616		(18,024		)	—
Other current assets	9		—		3		2,003		—			2,015
Total current assets	55		—		1,701		37,145		(18,024		)	20,877
Property, plant, and equipment, net	—		—		—		4,593		—			4,593
Goodwill	—		—		—		40,003		—			40,003
Other intangible assets, net	—		—		—		20,835		—			20,835
Tax assets	—		—		—		1,496		—			1,496
Investment in subsidiaries	63,260		33,203		62,790		—		(159,253		)	—
Intercompany loans receivable	3,000		1,061		30,022		19,894		(53,977		)	—
Other assets	—		—		—		926		—			926
Total assets	$	66,315	$	34,264	$	94,513	$	124,892	$	(231,254	)	$	88,730
LIABILITIES AND EQUITY
Current liabilities:
Current debt obligations	$	—	$	—	$	1,000	$	356	$	—		$	1,356
Accounts payable	—		—		—		1,706		—			1,706
Intercompany payable	—		1,302		16,601		121		(18,024		)	—
Accrued compensation	4		—		—		1,792		—			1,796
Accrued income taxes	—		—		—		648		—			648
Other accrued expenses	20		12		37		3,278		—			3,347
Total current liabilities	24		1,314		17,638		7,901		(18,024		)	8,853
Long-term debt	—		2,095		845		20,734		—			23,674
Accrued compensation and retirement benefits	—		—		—		1,313		—			1,313
Accrued income taxes	10		—		—		2,864		—			2,874
Intercompany loans payable	16,452		100		19,794		17,631		(53,977		)	—
Deferred tax liabilities	—		—		—		1,356		—			1,356
Other liabilities	—		—		1		718		—			719
Total liabilities	16,486		3,509		38,278		52,517		(72,001		)	38,789
Shareholders’ equity	49,829		30,755		56,235		72,263		(159,253		)	49,829
Noncontrolling interests	—		—		—		112		—			112
Total equity	49,829		30,755		56,235		72,375		(159,253		)	49,941
Total liabilities and equity	$	66,315	$	34,264	$	94,513	$	124,892	$	(231,254	)	$	88,730

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Balance Sheet

April 27, 2018

CIFSA Senior Notes



(in millions)	Medtronic plc		CIFSA		CIFSA Subsidiary Guarantors		Subsidiary Non-guarantors		Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	—	$	1	$	3,668	$	—		$	3,669
Investments	—		—		—		7,558		—			7,558
Accounts receivable, net	—		—		—		5,987		—			5,987
Inventories, net	—		—		—		3,579		—			3,579
Intercompany receivable	37		—		1,343		5,560		(6,940		)	—
Other current assets	6		—		—		2,181		—			2,187
Total current assets	43		—		1,344		28,533		(6,940		)	22,980
Property, plant, and equipment, net	—		—		—		4,604		—			4,604
Goodwill	—		—		—		39,543		—			39,543
Other intangible assets, net	—		—		—		21,723		—			21,723
Tax assets	—		—		—		1,465		—			1,465
Investment in subsidiaries	60,381		31,239		60,122		—		(151,742		)	—
Intercompany loans receivable	3,000		1,291		19,337		19,436		(43,064		)	—
Other assets	—		—		—		1,078		—			1,078
Total assets	$	63,424	$	32,530	$	80,803	$	116,382	$	(201,746	)	$	91,393
LIABILITIES AND EQUITY
Current liabilities:
Current debt obligations	$	—	$	—	$	1,696	$	362	$	—		$	2,058
Accounts payable	—		—		—		1,628		—			1,628
Intercompany payable	—		1,283		5,542		115		(6,940		)	—
Accrued compensation	3		—		—		1,985		—			1,988
Accrued income taxes	—		—		—		979		—			979
Other accrued expenses	16		21		8		3,386		—			3,431
Total current liabilities	19		1,304		7,246		8,455		(6,940		)	10,084
Long-term debt	—		2,111		844		20,744		—			23,699
Accrued compensation and retirement benefits	—		—		—		1,425		—			1,425
Accrued income taxes	10		—		—		3,041		—			3,051
Intercompany loans payable	12,675		100		19,335		10,954		(43,064		)	—
Deferred tax liabilities	—		—		—		1,423		—			1,423
Other liabilities	—		—		—		889		—			889
Total liabilities	12,704		3,515		27,425		46,931		(50,004		)	40,571
Shareholders' equity	50,720		29,015		53,378		69,349		(151,742		)	50,720
Noncontrolling interests	—		—		—		102		—			102
Total Equity	50,720		29,015		53,378		69,451		(151,742		)	50,822
Total liabilities and equity	$	63,424	$	32,530	$	80,803	$	116,382	$	(201,746	)	$	91,393

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statement of Cash Flows

Nine Months Ended January 25, 2019

CIFSA Senior Notes



(in millions)	Medtronic plc			CIFSA			CIFSA Subsidiary Guarantors			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Operating Activities:
Net cash provided by (used in) operating activities	$	100		$	(62	)	$	219		$	4,663		$	—		$	4,920
Investing Activities:
Acquisitions, net of cash acquired	—			—			—			(1,615		)	—			(1,615		)
Additions to property, plant, and equipment	—			—			—			(799		)	—			(799		)
Purchases of investments	—			—			—			(1,987		)	—			(1,987		)
Sales and maturities of investments	—			—			—			4,159			—			4,159
Capital contribution paid	(18		)	(187		)	—			—			205			—
Other investing activities	—			—			—			(3		)	—			(3		)
Net cash provided by (used in) investing activities	(18		)	(187		)	—			(245		)	205			(245		)
Financing Activities:
Change in current debt obligations, net	—			—			(696		)	—			—			(696		)
Issuance of long-term debt	—			—			—			3			—			3
Payments on long-term debt	—			—			—			(29		)	—			(29		)
Dividends to shareholders	(2,022		)	—			—			—			—			(2,022		)
Issuance of ordinary shares	891			—			—			—			—			891
Repurchase of ordinary shares	(2,728		)	—			—			—			—			(2,728		)
Net intercompany loan borrowings (repayments)	3,777			249			795			(4,821		)	—			—
Capital contribution received	—			—			—			205			(205		)	—
Other financing activities	—			—			17			(7		)	—			10
Net cash provided by (used in) financing activities	(82		)	249			116			(4,649		)	(205		)	(4,571		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(70		)	—			(70		)
Net change in cash and cash equivalents	—			—			335			(301		)	—			34
Cash and cash equivalents at beginning of period	—			—			1			3,668			—			3,669
Cash and cash equivalents at end of period	$	—		$	—		$	336		$	3,367		$	—		$	3,703

Medtronic plc

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statement of Cash Flows

Nine Months Ended January 26, 2018

CIFSA Senior Notes



(in millions)	Medtronic plc			CIFSA			CIFSA Subsidiary Guarantors			Subsidiary Non-guarantors			Consolidating Adjustments			Total
Operating Activities:
Net cash provided by (used in) operating activities	$	172		$	978		$	210		$	3,334		$	(1,048	)	$	3,646
Investing Activities:
Acquisitions, net of cash acquired	—			—			—			(111		)	—			(111		)
Proceeds from sale of businesses	—			—			—			6,058			—			6,058
Additions to property, plant, and equipment	—			—			—			(776		)	—			(776		)
Purchases of investments	—			—			—			(2,479		)	—			(2,479		)
Sales and maturities of investments	—			—			—			3,060			—			3,060
Capital contributions paid	—			(531		)	(4,200		)	—			4,731			—
Other investing activities	—			—			—			(5		)	—			(5		)
Net cash provided by (used in) investing activities	—			(531		)	(4,200		)	5,747			4,731			5,747
Financing Activities:
Change in current debt obligations, net	—			—			(397		)	6			—			(391		)
Issuance of long-term debt	—			—			—			21			—			21
Payments on long-term debt	—			(1,150		)	—			(3,017		)	—			(4,167		)
Dividends to shareholders	(1,870		)	—			—			—			—			(1,870		)
Issuance of ordinary shares	333			—			—			—			—			333
Repurchase of ordinary shares	(1,964		)	—			—			—			—			(1,964		)
Net intercompany loan borrowings (repayments)	3,329			670			4,443			(8,442		)	—			—
Intercompany dividend paid	—			—			—			(1,048		)	1,048			—
Capital contributions received	—			—			—			4,731			(4,731		)	—
Other financing activities	—			—			—			(88		)	—			(88		)
Net cash provided by (used in) financing activities	(172		)	(480		)	4,046			(7,837		)	(3,683		)	(8,126		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			124			—			124
Net change in cash and cash equivalents	—			(33		)	56			1,368			—			1,391
Cash and cash equivalents at beginning of period	—			33			5			4,929			—			4,967
Cash and cash equivalents at end of period	$	—		$	—		$	61		$	6,297		$	—		$	6,358

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

UNDERSTANDING OUR FINANCIAL INFORMATION

The following discussion and analysis provides information management believes to be relevant to understanding the financial condition and results of operations of Medtronic plc and its subsidiaries (Medtronic plc, Medtronic, or the Company, or we, us, or our). For a full understanding of financial condition and results of operations, you should read this discussion along with management’s discussion and analysis of financial condition and results of operations in our Annual Report on Form 10-K for the fiscal year ended April 27, 2018 . In addition, you should read this discussion along with our consolidated financial statements and related notes thereto at and for the three and nine months ended January 25, 2019 .

Financial Trends

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

As presented in the GAAP to Non-GAAP Reconciliations section below, our non-GAAP financial measures exclude the impact of certain charges or gains that contribute to or reduce earnings and that may affect financial trends, and include certain charges or benefits that result from transactions or events that we believe may or may not recur with similar materiality or impact to our operations in future periods (Non-GAAP Adjustments).

In the event there is a Non-GAAP Adjustment recognized in our operating results, the tax cost or benefit attributable to that item is separately calculated and reported. Because the effective rate can be significantly impacted by the Non-GAAP Adjustments that take place during the period, we often refer to our tax rate using both the effective rate and the non-GAAP nominal tax rate (Non-GAAP Nominal Tax Rate). The Non-GAAP Nominal Tax Rate is calculated as the income tax provision, adjusted for the impact of Non-GAAP Adjustments, as a percentage of income before income taxes, excluding Non-GAAP Adjustments.

Free cash flow is a non-GAAP financial measure calculated by subtracting property, plant, and equipment additions from operating cash flows.

Refer to the “GAAP to Non-GAAP Reconciliations," "Income Taxes," and "Free Cash Flow" sections for reconciliations of the non-GAAP financial measures to their most directly comparable financial measures prepared in accordance with U.S. GAAP.

EXECUTIVE LEVEL OVERVIEW

Medtronic is among the world's largest medical technology, services, and solutions companies - alleviating pain, restoring health, and extending life for millions of people around the world. Our primary products include those for cardiac rhythm disorders, cardiovascular disease, advanced and general surgical care, respiratory and monitoring solutions, renal care, neurological disorders, spinal conditions and musculoskeletal trauma, urological and digestive disorders, and ear, nose, and throat, and diabetes conditions.

The table below presents net income attributable to Medtronic and our diluted earnings per share for the three and nine months ended January 25, 2019 and January 26, 2018 :



	Three months ended							Nine months ended
(in millions, except per share data)	January 25, 2019		January 26, 2018			% Change		January 25, 2019		January 26, 2018		% Change
Net income (loss) attributable to Medtronic	$	1,269	$	(1,389	)	191	%	$	3,459	$	1,644	110	%
Diluted earnings (loss) per share	$	0.94	$	(1.03	)	191	%	$	2.54	$	1.20	112	%

The increase in net income attributable to Medtronic and diluted earnings per share (EPS) for the three and nine months ended January 25, 2019 as compared to the corresponding periods in the prior fiscal year, was primarily attributable to the tax charge recognized during the three and nine months ended January 26, 2018 related to the enactment of U.S. comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). Further contributing to the increase in net income and diluted EPS for the three and nine months ended January 25, 2019 were decreases in our other operating expense, net, other non-operating (income) expense, net, and interest expense. For the nine months ended January 25, 2019 , the increase in net income and diluted EPS was partially offset by the $697 million gain on the sale of our Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses within the Minimally Invasive Therapies Group on July 29, 2017 and increases in research and development expense and certain litigation charges. Refer to the "Costs and Expenses" section of this Management's Discussion and Analysis for more information on the items impacting net income attributable to Medtronic and diluted EPS during the three and nine months ended January 25, 2019 and January 26, 2018 .

GAAP to Non-GAAP Reconciliations The tables below present our GAAP to Non-GAAP reconciliations for the three and nine months ended January 25, 2019 and January 26, 2018 :



	Three months ended January 25, 2019
(in millions, except per share data)	Income Before Income Taxes			Income Tax Provision (Benefit)			Net Income Attributable to Medtronic			Diluted EPS ⁽¹⁾			Effective Tax Rate
GAAP	$	1,370		$	99		$	1,269		$	0.94		7.2	%
Non-GAAP Adjustments:
Restructuring and associated costs ⁽²⁾	66			12			54			0.04			18.2
Acquisition-related items ⁽³⁾	17			5			12			0.01			29.4
Certain litigation charges	63			12			51			0.04			19.0
(Gain)/loss on minority investments ⁽⁴⁾	(7		)	(1		)	(6		)	—			14.3
IPR&D charges ⁽⁵⁾	11			3			8			0.01			27.3
Exit of businesses ⁽⁶⁾	69			13			56			0.04			18.8
Amortization of intangible assets	436			65			371			0.27			14.9
Certain tax adjustments, net ⁽⁷⁾	—			64			(64		)	(0.05		)	—
Non-GAAP	$	2,025		$	272		$	1,751		$	1.29		13.4	%

	Three months ended January 26, 2018
(in millions, except per share data)	Income Before Income Taxes			Income Tax Provision (Benefit)			Net (Loss) Income Attributable to Medtronic			Diluted (LPS) EPS ⁽¹⁾⁽⁸⁾			Effective Tax Rate
GAAP	$	1,027		$	2,419		$	(1,389	)	$	(1.03	)	235.5	%
Non-GAAP Adjustments:
Restructuring and associated costs ⁽²⁾	30			4			26			0.02			13.3
Acquisition-related items ⁽⁹⁾	30			13			17			0.01			43.3
Certain litigation charges	61			8			53			0.04			13.1
Investment loss ⁽¹⁰⁾	227			(1		)	228			0.17			(0.4	)
IPR&D charges ⁽⁵⁾	46			5			41			0.03			10.9
Amortization of intangible assets	461			87			374			0.27			18.9
Certain tax adjustments, net ⁽¹¹⁾	—			(2,242		)	2,242			1.64			—
Non-GAAP	$	1,882		$	293		$	1,592		$	1.17		15.6	%


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


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


(3)	The charges include unvested stock option payouts and investment banker and other transaction fees, along with integration-related costs incurred in connection with the Covidien acquisition and changes in the fair value of contingent consideration.


(4)	Unrealized and realized gains and losses on our minority investments.


(5)	The charges were recognized in connection with the impairment of in-process research and development ("IPR&D") assets.


(6)	The net charge relates to business exits and is primarily comprised of intangible asset impairments.


(7)	The net benefit relates to the impact of U.S. tax reform, intercompany legal entity restructuring, and the finalization of certain income tax aspects of the divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses within the Minimally Invasive Therapies Group on July 29, 2017.

(8)

GAAP diluted LPS for the three months ended January 26, 2018 is calculated using diluted weighted average shares outstanding of 1,354.0 million, which is the same as basic weighted average shares, due to the net loss resulting from the tax charge as discussed in footnote (11) below. Non-GAAP diluted EPS for the respective period is calculated using diluted weighted average shares of 1,364.5 million as the Company had non-GAAP net income for the period.


(9)	The charges primarily include integration-related costs incurred in connection with the Covidien acquisition and changes in the fair value of contingent consideration.


(10)	The charge was recognized in connection with the impairment of certain cost and equity method investments.


(11)	The net charge primarily relates to the impact from U.S. tax reform, inclusive of the transition tax, remeasurement of deferred tax assets and liabilities, and the decrease in the U.S. statutory tax rate.

Non-GAAP diluted EPS for the three months ended January 25, 2019 was favorably impacted by an increase in net sales and decreases in other operating expense, net and interest expense when compared to the corresponding period in the prior fiscal year. These decreases were partially offset by an increase in cost of products sold and a decrease in other non-operating (income) expense, net.



	Nine months ended January 25, 2019
(in millions, except per share data)	Income Before Income Taxes			Income Tax Provision (Benefit)			Net Income Attributable to Medtronic			Diluted EPS ⁽¹⁾			Effective Tax Rate
GAAP	$	3,905		$	437		$	3,459		$	2.54		11.2	%
Non-GAAP Adjustments:
Restructuring and associated costs ⁽²⁾	256			40			216			0.16			15.6
Acquisition-related items ⁽³⁾	57			13			44			0.03			22.8
Certain litigation charges	166			24			142			0.10			14.5
(Gain)/loss on minority investments ⁽⁴⁾	(92		)	(9		)	(83		)	(0.06		)	9.8
IPR&D charges ⁽⁵⁾	26			3			23			0.02			11.5
Exit of businesses ⁽⁶⁾	149			31			118			0.09			20.8
Amortization of intangible assets	1,327			199			1,128			0.83			15.0
Certain tax adjustments, net ⁽⁷⁾	—			35			(35		)	(0.03		)	—
Non-GAAP	$	5,794		$	773		$	5,012		$	3.69		13.3	%

	Nine months ended January 26, 2018
(in millions, except per share data)	Income Before Income Taxes			Income Tax Provision (Benefit)			Net Income Attributable to Medtronic			Diluted EPS ⁽¹⁾			Effective Tax Rate
GAAP	$	3,950		$	2,320		$	1,644		$	1.20		58.7	%
Non-GAAP Adjustments:
Restructuring and associated costs ⁽²⁾	62			10			52			0.04			16.1
Acquisition-related items ⁽⁸⁾	101			35			66			0.05			34.7
Divestiture-related items ⁽⁹⁾	115			12			103			0.08			10.4
Certain litigation charges	61			8			53			0.04			13.1
Investment loss ⁽¹⁰⁾	227			(1		)	228			0.17			(0.4	)
IPR&D charges ⁽¹¹⁾	46			5			41			0.03			10.9
Gain on sale of businesses ⁽¹²⁾	(697		)	—			(697		)	(0.51		)	—
Hurricane Maria ⁽¹³⁾	34			1			33			0.02			2.9
Contribution to Medtronic Foundation	80			26			54			0.04			32.5
Amortization of intangible assets	1,375			241			1,134			0.83			17.5
Certain tax adjustments, net ⁽¹⁴⁾	—			(1,877		)	1,877			1.37			—
Non-GAAP	$	5,354		$	780		$	4,588		$	3.35		14.6	%


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


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


(3)	The charges include unvested stock option payouts and investment banker and other transaction fees, along with integration-related costs incurred in connection with the Covidien acquisition and changes in the fair value of contingent consideration.


(4)	Unrealized and realized gains and losses on our minority investments.


(5)	The charges represent acquired IPR&D in connection with an asset acquisition and charges recognized in connection with the impairment of IPR&D assets.


(6)	The net charge relates to business exits and is primarily comprised of intangible asset impairments.


(7)	The net benefit relates to the impact of U.S. tax reform, intercompany legal entity restructuring, and the finalization of certain income tax aspects of the divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses within the Minimally Invasive Therapies Group on July 29, 2017.


(8)	The charges primarily include integration-related costs incurred in connection with the Covidien acquisition and changes in the fair value of contingent consideration.


(9)	The transaction expenses incurred in connection with the divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses.


(10)	The charge was recognized in connection with the impairment of certain cost and equity method investments.


(11)	The charge was recognized in connection with the impairment of IPR&D assets.


(12)	The gain on the divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses.


(13)	The charges represent idle facility costs, asset write-downs, and humanitarian efforts related to Hurricane Maria.

(14)

The net charge primarily relates to the impact of U.S. tax reform, inclusive of the transition tax, remeasurement of deferred tax assets and liabilities, and the decrease in the U.S. statutory tax rate. Additionally, the net charge includes the impacts from the divestiture of our Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses, partially offset by the tax effects from the intercompany sale of intellectual property.

Non-GAAP diluted EPS for the nine months ended January 25, 2019 was favorably impacted by an increase in net sales, along with decreases in other operating expense, net and interest expense when compared to the corresponding period in the prior fiscal year, partially offset by increases in selling, general, and administrative expense and research development expense, along with a decrease in other non-operating (income) expense, net.

NET SALES

Segment and Division

The table below illustrates net sales by segment and division for the three and nine months ended January 25, 2019 and January 26, 2018 :



	Three months ended						Nine months ended
(in millions)	January 25, 2019		January 26, 2018		% Change		January 25, 2019		January 26, 2018		% Change
Cardiac Rhythm & Heart Failure	$	1,397	$	1,457	(4	)%	$	4,295	$	4,314	—	%
Coronary & Structural Heart	913		886		3		2,736		2,557		7
Aortic, Peripheral & Venous	476		457		4		1,424		1,348		6
Cardiac and Vascular Group	2,786		2,800		(1	)	8,455		8,219		3
Surgical Innovations	1,434		1,384		4		4,224		4,024		5
Respiratory, Gastrointestinal, & Renal	690		657		5		1,999		2,455		(19	)
Minimally Invasive Therapies Group	2,124		2,041		4		6,223		6,479		(4	)
Spine	655		661		(1	)	1,963		1,969		—
Brain Therapies	650		585		11		1,867		1,682		11
Specialty Therapies	407		398		2		1,196		1,132		6
Pain Therapies	314		300		5		942		833		13
Restorative Therapies Group	2,026		1,944		4		5,968		5,616		6
Diabetes Group	610		584		4		1,765		1,495		18
Total	$	7,546	$	7,369	2	%	$	22,411	$	21,809	3	%

Our performance displays our continued execution against our three growth strategies: therapy innovation, globalization, and economic value. We continue to allocate our capital to higher growth markets and new opportunities that create competitive advantages and capitalize on the long-term trends in healthcare: namely, the desire to improve clinical outcomes; the growing demand for expanded access to care; and the optimization of cost and efficiency within healthcare systems. For the nine months ended January 25, 2019 , total net sales were affected by the divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses within the Minimally Invasive Therapies Group on July 29, 2017.

We continue to see an acceleration in our innovation cycle within our therapy innovation growth strategy. Our segments invest in a pipeline of groundbreaking medical technology, with several recent product launches and adoption of new therapies contributing to net sales growth. We remain focused on our globalization strategy, as net sales in emerging markets grew 7 percent during the three and nine months ended January 25, 2019 , as compared to the corresponding periods in the prior fiscal year. Our emerging market performance continues to benefit from geographic diversification, with strong, balanced results around the world. Finally, in our third growth strategy, economic value, we continue to execute our value-based healthcare signature programs and aggressively develop unique, value-based healthcare solutions that directly link our therapies to improving outcomes and deliver improved economic value to the payers and providers. We remain focused on leading the shift to healthcare payment systems that reward value and improved patient outcomes over volume.

Segment and Market Geography

The tables below includes net sales by market geography for each of our segments for the three and nine months ended January 25, 2019 and January 26, 2018 :



	U.S. ⁽¹⁾						Non-U.S. Developed Markets ⁽²⁾						Emerging Markets ⁽³⁾
	Three months ended						Three months ended						Three months ended
(in millions)	January 25, 2019		January 26, 2018		% Change		January 25, 2019		January 26, 2018		% Change		January 25, 2019		January 26, 2018		% Change
Cardiac and Vascular Group	$	1,369	$	1,395	(2	)%	$	924	$	934	(1	)%	$	493	$	471	5	%
Minimally Invasive Therapies Group	930		862		8		796		807		(1	)	398		372		7
Restorative Therapies Group	1,354		1,300		4		435		429		1		237		215		10
Diabetes Group	348		355		(2	)	213		185		15		49		44		11
Total	$	4,001	$	3,912	2	%	$	2,368	$	2,355	1	%	$	1,177	$	1,102	7	%

	U.S. ⁽¹⁾						Non-U.S. Developed Markets ⁽²⁾						Emerging Markets ⁽³⁾
	Nine months ended						Nine months ended						Nine months ended
(in millions)	January 25, 2019		January 26, 2018		% Change		January 25, 2019		January 26, 2018		% Change		January 25, 2019		January 26, 2018		% Change
Cardiac and Vascular Group	$	4,240	$	4,151	2	%	$	2,766	$	2,716	2	%	$	1,449	$	1,352	7	%
Minimally Invasive Therapies Group	2,659		2,902		(8	)	2,396		2,455		(2	)	1,168		1,122		4
Restorative Therapies Group	4,005		3,779		6		1,275		1,217		5		688		620		11
Diabetes Group	1,006		856		18		619		521		19		140		118		19
Total	$	11,910	$	11,688	2	%	$	7,056	$	6,909	2	%	$	3,445	$	3,212	7	%


(1)	U.S. includes the United States and U.S. territories.


(2)	Non-U.S. developed markets include Japan, Australia, New Zealand, Korea, Canada, and the countries of Western Europe.


(3)	Emerging markets include the countries of the Middle East, Africa, Latin America, Eastern Europe, and the countries of Asia that are not included in the non-U.S. developed markets, as defined above.

Net sales increases in the U.S. for the three months ended January 25, 2019 were primarily attributable to strong growth in our Minimally Invasive Therapies Group and Restorative Therapies Group, partially offset by declines in our Cardiac and Vascular Group and Diabetes Group. Net sales increases in the U.S. for the nine months ended January 25, 2019 were primarily attributable to our Diabetes Group and Restorative Therapies Group, partially offset by the impact of the divestiture of our Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses within the Minimally Invasive Therapies Group on July 29, 2017. Net sales growth in non-U.S. developed markets for the three and nine months ended January 25, 2019 was primarily attributable to strong growth in our Diabetes Group, along with consistent growth across our segments in Japan and, for the nine months ended January 25, 2019 , Western Europe. Net sales growth in emerging markets continues to reflect our broad diversification and was driven by strong performance in China, the Middle East & Africa, Eastern Europe, and both South and Southeast Asia. Currency had an unfavorable effect on net sales of $149 million and $166 million for the three and nine months ended January 25, 2019 , respectively.

Looking ahead, our segments are likely to face competitive product launches and pricing pressure, geographic macro-economic risks, certain reimbursement challenges, impacts from changes in the mix of our product offerings, the timing of product approvals, replacement cycle challenges, and fluctuations in currency exchange rates. Additionally, changes in procedural volumes could affect our Cardiac and Vascular, Minimally Invasive Therapies, and Restorative Therapies Groups.

Cardiac and Vascular Group

The Cardiac and Vascular Group’s products include pacemakers, insertable and external cardiac monitors, cardiac resynchronization therapy devices (CRT-D), implantable cardioverter defibrillators (ICD), leads and delivery systems, ventricular assist systems, ablation products, electrophysiology catheters, products for the treatment of atrial fibrillation, information systems for the management of patients with Cardiac Rhythm & Heart Failure devices, products designed to reduce surgical site infections, coronary and peripheral stents and related delivery systems, balloons and related delivery systems, endovascular stent graft systems,

heart valve replacement technologies, cardiac tissue ablation systems, and open heart and coronary bypass grafting surgical products. The Cardiac and Vascular Group also includes Care Management Services and Cath Lab Managed Services (CLMS) within the Cardiac Rhythm & Heart Failure division. The Cardiac and Vascular Group’s net sales for the three and nine months ended January 25, 2019 were $2.8 billion and $8.5 billion , respectively, a decrease of 1 percent and an increase of 3 percent , respectively, as compared to the corresponding periods in the prior fiscal year. Currency had an unfavorable impact on net sales for the three and nine months ended January 25, 2019 of $60 million and $62 million, respectively. The Cardiac and Vascular Group's net sales for the three and nine months ended January 25, 2019 , as compared to the corresponding periods in the prior fiscal year, had net sales growth in Coronary & Structural Heart and Aortic, Peripheral & Venous (formerly known as Aortic & Peripheral Vascular) divisions, offset by declines in Cardiac Rhythm & Heart Failure. See the more detailed discussion of each division's performance below.

Cardiac Rhythm & Heart Failure net sales for the three and nine months ended January 25, 2019 were $1.4 billion and $4.3 billion , respectively, a decrease of 4 percent and flat, respectively, as compared to the corresponding periods in the prior fiscal year. Cardiac Rhythm & Heart Failure net sales decrease for the three and nine months ended January 25, 2019 was driven by declines in Heart Failure, Care Management Services, and CLMS, offset by growth in Arrhythmia Management. The decline in Heart Failure was driven by CRT-D replacements and LVAD headwinds due to a competitor product launch in the U.S. and changes in the U.S. heart transplant guidelines. The growth in Arrhythmia Management was driven by AF Solutions and Pacing, due to the continued strong adoption of the Micra transcatheter pacing system and Azure wireless pacemaker. Arrhythmia Management net sales growth also benefited from strong adoption of the TYRX absorbable antibacterial envelope through further expansion of value-based health-care arrangements.

Coronary & Structural Heart net sales for the three and nine months ended January 25, 2019 were $913 million and $2.7 billion , respectively, an increase of 3 percent and 7 percent , respectively, as compared to the corresponding periods in the prior fiscal year. Coronary & Structural Heart net sales growth for the three and nine months ended January 25, 2019 was driven by the global strength of the CoreValve Evolut PRO transcatheter aortic valve system (Evolut PRO) and continued penetration into intermediate risk in the U.S., as well as growth in cannulae, including the Bio-Medicus Next Gen Cannulae, guide catheters, and coronary balloons. For the three months ended January 25, 2019 , net sales growth was partially offset by declines in drug-eluting stents in international markets. For the nine months ended January 25, 2019 , net sales growth also benefited from growth in drug-eluting stents, including growth in the U.S. from Resolute Onyx.

Aortic, Peripheral & Venous net sales for the three and nine months ended January 25, 2019 were $476 million and $1.4 billion , respectively, an increase of 4 percent and 6 percent , respectively, as compared to the corresponding periods in the prior fiscal year. Aortic, Peripheral & Venous net sales growth for the three and nine months ended January 25, 2019 was driven by strong performance of the VenaSeal vein closure system, for which final approval for reimbursement payment in the U.S. from the Centers for Medicare & Medicaid Services (CMS) was received in January 2018. Net sales growth for the three and nine months ended January 25, 2019 was also attributable to growth in Percutaneous Transluminal Angioplasty (PTA) balloons and drug-coated balloon growth in international markets, driven by our recent launch of IN.PACT Admiral drug-coated balloon in Japan. For the three months ended January 25, 2019 , net sales growth was also driven by the launch of the Valiant Navion thoracic stent graft system which received U.S. FDA and CE Mark approval in October and November 2018, respectively.

Looking ahead, we expect our Cardiac and Vascular Group could be affected by the following:


•	Acceptance and growth from penetration of t he self-expanding CoreValve Evolut transcatheter aortic valve replacement platform into intermediate risk indication in the U.S.

•

Continued acceptance and growth from Evolut PRO, which provides industry-leading hemodynamics, reliable delivery, and advanced sealing with an excellent safety profile. Evolut PRO received CE Mark approval at the end of the first quarter of fiscal year 2018 and launched in Europe during the second quarter of fiscal year 2018. Evolut PRO launched in Japan and received approval from the Ministry of Health, Labour, and Welfare during the second quarter of fiscal year 2019.


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


•	Continued acceptance and growth of the Claria MRI CRT-D system with EffectivCRT Diagnostic and Effective CRT during AF algorithm, which launched in Japan during the third quarter of fiscal year 2018.

•

Continued growth of our Micra transcatheter pacing system. 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. We received final approval for reimbursement in the U.S. from the CMS and in Japan from

the Ministry of Health, Labour, and Welfare during the fourth quarter of fiscal year 2017 and during the second quarter of fiscal year 2018, respectively, for this transformative therapy, which we expect will continue to accelerate sales in the U.S. and in Japan.


•	Continued acceptance and growth from the Azure XT and S SureScan pacing systems, which launched in the U.S. during the third quarter of fiscal year 2018. Azure pacemakers feature Medtronic-exclusive BlueSync technology, which enables automatic, secure wireless remote monitoring with increased device longevity.

•

Continued acceptance of the HVAD System as a Destination Therapy for patients with advanced heart failure who are not candidates for heart transplants. The HVAD System, a left ventricular assist device or LVAD, helps the heart pump and increases the amount of blood that flows through the body. In the U.S., we received FDA approval for the Destination Therapy indication in September 2017 and the thoracotomy indication in July 2018, which allows for a less-invasive implant via a small surgical incision between the patient's ribs on the left side of the chest. We expect that future LVAD net sales will be impacted by a competitor's product launch and the impact of changes in the U.S. heart transplant guidelines. Further, we anticipate launching the HVAD system in Japan during the fourth quarter of fiscal year 2019.


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


•	Continued acceptance and growth from the market release of Resolute Onyx. 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 procedures.


•	Continued acceptance and growth of the IN.PACT Admiral drug-coated balloon for the treatment of peripheral artery disease in the upper leg.

•

Continued acceptance and growth from the VenaSeal vein closure system in the United States, for which reimbursement payment was established in January 2018 and payer coverage has been gradually increasing. The VenaSeal system is a unique non-thermal solution to address superficial venous disease that provides improved patient comfort, reduces the recovery time, and eliminates the risk of thermal nerve injury.


•	Continued acceptance and growth from the Valiant family of thoracic stent grafts, including the Valiant Navion which received U.S. FDA approval in October 2018 and CE Mark approval in November 2018.


•	Continued acceptance and growth from the expansion of the Endurant II used with the Heli-FX EndoAnchor for the short neck indication in the U.S., which received FDA approval in October 2017.

Minimally Invasive Therapies Group

The Minimally Invasive Therapies Group’s products span the entire continuum of patient care from diagnosis to recovery, with a focus on diseases of the gastrointestinal tract, lungs, pelvic region, kidneys, obesity, and preventable complications. The products include those for advanced and general surgical care including surgical stapling devices, vessel sealing instruments, wound closure, electrosurgery products, hernia mechanical devices, mesh implants, advanced ablation, interventional lung, ventilators, capnography, airway products, sensors, dialysis, and monitors. Net sales for the three months ended July 28, 2017 also include sales of dental and animal health, chart paper, wound care, incontinence, electrodes, SharpSafety, thermometry, perinatal protection, blood collection, compression, and enteral feeding offerings, which were divested on July 29, 2017.

The Minimally Invasive Therapies Group’s net sales for the three and nine months ended January 25, 2019 were $ 2.1 billion and $6.2 billion , respectively, an increase of 4 percent and a decrease of 4 percent , respectively, as compared to the corresponding periods in the prior fiscal year. Currency had an unfavorable impact on net sales for the three and nine months ended January 25, 2019 of $52 million and $68 million, respectively. The Minimally Invasive Therapies Group's net sales for the nine months ended January 26, 2018 were affected by the divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses on July 29, 2017.

During the second quarter of fiscal year 2018, after the divestiture discussed above, the Surgical Solutions and Patient Monitoring & Recovery divisions were realigned into the Surgical Innovations and Respiratory, Gastrointestinal, & Renal divisions. The Surgical Innovations division consists of the Advanced Surgical and General Surgical businesses. The Advanced Surgical business includes the Advanced Stapling, Advanced Energy, Hernia, Gynecology, and Lung Health product lines. The General Surgical business includes the Wound Closure, Electrosurgery, and Instruments product lines.

The Respiratory, Gastrointestinal, & Renal division consists of the Respiratory & Monitoring Solutions, GI Solutions, and Renal Care Solutions businesses. The Respiratory & Monitoring Solutions business includes the Patient Monitoring, Respiratory Interventions, Advanced Ablation, and GI Solutions product lines. The Renal Care Solutions business includes the Renal Access and Dialyzers product lines.

Surgical Innovations net sales for the three and nine months ended January 25, 2019 were $ 1.4 billion and $4.2 billion , respectively, an increase of 4 percent and 5 percent , respectively, as compared to the corresponding periods in the prior fiscal year. Surgical Innovations net sales growth was driven by new products in Advanced Energy and Advanced Stapling, led by the LigaSure vessel sealing instruments with nano-coating, Exact and L-Hook, and both the Tri-Staple 2.0 endo stapling specialty reloads and Signia powered stapler.

Respiratory, Gastrointestinal, & Renal net sales for the three and nine months ended January 25, 2019 were $ 690 million and $2.0 billion , respectively, an increase of 5 percent and a decrease of 19 percent , respectively, as compared to the corresponding periods in the prior fiscal year. Respiratory, Gastrointestinal, & Renal net sales for the three and nine months ended January 25, 2019 benefited from growth in Respiratory and Patient Monitoring, including the continued adoption of MicroStream capnography monitoring products and growth in ventilators and pulse oximetry products. Also driving growth for the three and nine months ended January 25, 2019 was growth in GI and Hepatology and strength in renal access products. Net sales performance in Respiratory, Gastrointestinal, & Renal for the nine months ended January 25, 2019 declined as a result of the July 29, 2017 divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses.

Looking ahead, we expect our Minimally Invasive Therapies Group could be affected by the following:

•

Continued acceptance and future growth of Open-to-MIS techniques and tools supported by our efforts to transition open surgery to MIS. The Open-to-MIS initiative focuses on furthering our presence in and working to optimize open surgery globally, while capturing the market opportunity that exists in transitioning open procedures to MIS, whether through traditional MIS, or advanced technologies including robotics.


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


•	Our ability to obtain adequate replacement sterilization capacity in our Surgical Innovations business in light of the Illinois Environmental Protection Agency’s (Illinois EPA) decision to close the Sterigenics U.S. LLC (Sterigenics) Willowbrook, Illinois facility on February 15, 2019.

•

The July 29, 2017 divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses. Net sales of the businesses included in the divestiture were $0.6 billion for the three months ended July 28, 2017. We have entered into Transition Manufacturing Agreements (TMAs) with Cardinal Health, Inc. (Cardinal). The TMAs will contribute to net sales and are designed to ensure and facilitate an orderly transfer of business operations for a transition period of two to five years, with the ability to extend upon mutual agreement of the parties.


•	Our ability to execute ongoing strategies in order to address the competitive pressure of reprocessing of our vessel sealing disposables in the U.S.


•	Our ability to create markets and drive product and procedures into emerging markets. We have high quality and cost-effective surgical products designed for customers in emerging markets such as the ValleyLab LS10 single channel vessel sealing generator, which is compatible with our line of LigaSure instruments and designed for simplified use and affordability.

•

Continued acceptance and future growth within the end stage renal disease market. The population of patients treated for end stage renal disease globally is expected to double over the next decade. We will grow our therapy innovation with scalable and affordable dialysis delivery while investing in vascular creation and maintenance technologies. In addition, the HD multi-pass system reduces infrastructure by requiring less water, less start-up costs, and offers high quality ultrapure dialysate treatment. We are expecting regulatory filing in late fiscal year 2020, with launch following regulatory clearance in targeted countries.


•	Continued elevation of the standard of care for respiratory compromise, a progressive condition impacting a patient’s ability to breathe effectively.


•	Continued acceptance and growth in respiratory care, airway and ventilation management, and Patient Monitoring. Key products in this area include the Puritan Bennett 980 ventilator, Microstream Capnography

bedside capnography monitor, portable monitor with Nellcor pulse oximetry system with OxiMax technology and the Nellcor Respiratory Compromise monitor with vital signs of SpO2, pulse rate, End-Tidal CO2, and Respiratory Rate.

•

Continued and future acceptance of less invasive standards of care, including the areas of GI Solutions and Advanced Ablation. Recently launched products include the PillCam COLON capsule endoscopy, the Barrx platform through ablation with the Barrx 360 Express catheter, Bravo Calibration-free reflux testing, and the Emprint ablation system with Thermosphere Technology, which maintains predictable spherical ablation zones throughout procedures reducing procedure time and cost.

•

Continued and future acceptance of Interventional Lung Solutions. Products include the superDimension GenCut core biopsy system and the Triple Needle Cytology Brush, a lung tissue biopsy tool for use with the superDimension navigation system. The superDimension system enables a minimally invasive approach to accessing difficult-to-reach areas of the lung, which may aid in the diagnosis of lung cancer.


•	Expanding the use of less invasive treatments and furthering our commitment to improving options for women with abnormal uterine bleeding. Our expanded and strengthened surgical offerings are expected to complement our global gynecology business.

Restorative Therapies Group

The Restorative Therapies Group's products focus on various areas of the spine, bone graft substitutes, biologic products, trauma, implantable neurostimulation therapies and drug delivery systems for the treatment of chronic pain, movement disorders, epilepsy, overactive bladder, urinary retention, fecal incontinence and gastroparesis, as well as products to treat conditions of the ear, nose, and throat (ENT), and systems that incorporate advanced energy surgical instruments. The Restorative Therapies Group also manufactures and sells image-guided surgery and intra-operative imaging systems, robotic guidance systems used in robot assisted spine procedures, and therapies to treat diseases of the vasculature in and around the brain, including coils, neurovascular stents and flow diversion products. The Restorative Therapies Group’s net sales for the three and nine months ended January 25, 2019 were $2.0 billion and $6.0 billion , respectively, an increase of 4 percent and 6 percent, respectively, as compared to the corresponding periods in the prior fiscal year. Currency had an unfavorable impact on net sales for the three and nine months ended January 25, 2019 of $25 million and $23 million, respectively. Net sales growth for the three and nine months ended January 25, 2019 was driven by the Brain Therapies, Specialty Therapies, and Pain Therapies divisions. See the more detailed discussion of each division’s performance below.

Spine net sales for the three and nine months ended January 25, 2019 were $655 million and $ 2.0 billion , respectively, a decrease of 1 percent for the three months ended January 25, 2019 and flat for the nine months ended January 25, 2019 . However, our Surgical Synergy strategy, which integrates our spinal implants with enabling technologies such as imaging, navigation, power instruments, nerve monitoring and Mazor robotics, resulted in spine enabling technologies contributing to the strong performance in our Neurosurgery business. Additionally, in line with our "Speed-to-Scale" initiative, which involves faster innovation cycles and the launching of a steady cadence of new products at scale with sets immediately available for the entire market, recently launched products including the Infinity OCT System and the Solera Voyager 5.5/6.0 fixation system contributed to net sales during the period.

Brain Therapies net sales for the three and nine months ended January 25, 2019 were $650 million and $ 1.9 billion , respectively, an increase of 11 percent as compared to the corresponding periods in the prior fiscal year. Brain Therapies net sales growth was driven by strong growth in both Neurovascular and Neurosurgery. Neurovascular net sales growth was driven by strength across our stroke franchise, with growth across our stent retriever, flow diversion, neuro access, and embolic protection products. Neurosurgery net sales growth was driven by strong capital equipment sales of the StealthStation S8 surgical navigation systems, Mazor X robotic guidance systems, O-Arm Imaging Systems, and Midas Rex powered surgical instrument systems. Additionally, Neurosurgery net sales growth for the nine months ended January 25, 2019 benefited from strong sales of Visualase MRI-guided laser ablation systems.

Specialty Therapies net sales for the three and nine months ended January 25, 2019 were $407 million and $ 1.2 billion , respectively, an increase of 2 and 6 percent, respectively, as compared to the corresponding periods in the prior fiscal year. Net sales growth was driven by strong sales of the Aquamantys biopolar sealers within Transformative Solutions and growth in ENT.

Pain Therapies net sales for the three and nine months ended January 25, 2019 were $ 314 million and $ 942 million , respectively, an increase of 5 and 13 percent, respectively, as compared to the corresponding periods in the prior fiscal year. The increase in net sales was driven by our Intellis spinal cord stimulation platform which received U.S. FDA approval in September 2017 and CE Mark in November 2017. Further driving net sales growth were the Evolve workflow algorithm, Snapshot reports, and our Targeted Drug Delivery products.

Looking ahead, we expect our Restorative Therapies Group could be affected by the following:


•	Continued acceptance and growth of the Solitare FR revascularization device for treatment of acute ischemic stroke and the Pipeline Embolization Devices, endovascular treatments for large or giant wide-necked brain aneurysms.


•	Acceptance of our React Catheter and Riptide aspiration system, along with the expected launch of our next-generation Solitaire revascularization device.


•	Continued growth from Neurosurgery StealthStation and O-Arm Imaging Systems, Midas, and ENT Navigation and Power Systems.


•	Continued sales of Mazor robotic units and associated market adoption of robot-assisted spine procedures, including the Mazor X Stealth, our integrated robotics and navigation platform, which received FDA approval in November 2018.


•	Strengthening of our position as a global leader in enabling technologies for spine surgery as a result of the December 2018 acquisition of Mazor Robotics.


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


•	Continued success of our "Speed-to-Scale" program launches, which involves faster innovation cycles and launching a steady cadence of new products at scale with sets immediately available for the entire market.


•	Market acceptance and continued global adoption of innovative new Spine products, such as our Infinity OCT System and Solera Voyager 5.5/6.0 fixation system, as well as our CD Horizon Solera Voyager system, our ELEVATE expandable interbody cages, and our OLIF25 and OLIF51 procedural solutions.


•	Growth in the broader vertebral compression fracture (VCF) and adjacent markets, as we continue to pursue the development of other therapies to treat more patients with VCF, including continued success of both the Kyphon V vertebroplasty system and the Osteocool RF Spinal Tumor ablation system.


•	Continued market acceptance and global adoption of our Intellis spinal cord stimulator, Evolve workflow algorithm, and Snapshot reporting to treat chronic pain in major markets around the world.


•	Ongoing obligations under the U.S. FDA consent decree entered in April 2015 relating to the SynchroMed drug infusion system and the Neuromodulation quality system. The U.S. FDA lifted its distribution requirements on our implantable drug pump in October and its warning letter in November 2017.


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


•	Continued acceptance and growth of our Specialty Therapies, including InterStim therapy for the treatment of the symptoms of overactive bladder, urinary retention, and bowel incontinence, and Transformative Solutions core portfolio products including Aquamantys biopolar sealers, PlasmaBlade soft tissue dissection devices and Radialux lighted retractors.

Diabetes Group

The Diabetes Group's 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 and nine months ended January 25, 2019 were $610 million and $1.8 billion , respectively, an increase of 4 percent and 18 percent , respectively, as compared to the corresponding periods in the prior fiscal year. Currency had an unfavorable impact on net sales for the three and nine months ended January 25, 2019 of $12 million and $13 million, respectively. The Diabetes Group's net sales growth for the three and nine months ended January 25, 2019 was primarily attributable to the continued demand for the MiniMed 670G hybrid closed loop system, which offers the latest in SmartGuard technology, as well as the higher sensor attachment and utilization we are seeing with our integrated CGM users. Further, we experienced continued international growth due to strong sales of insulin pump systems in Europe, Latin America, and Asia Pacific as well as worldwide strength of the Guardian Connect CGM system.

Looking ahead, we expect our Diabetes Group could be affected by the following:


•	Continued patient demand for the MiniMed 670G system, the first hybrid closed loop system in the world. The system features our most advanced SmartGuard algorithm, which enables improved glucose control with reduced user input. Over 157,000 trained, active users are benefiting from SmartGuard technology.


•	Continued acceptance and future growth internationally for the MiniMed 670G system. This system received CE mark in June 2018 and is now commercialized in Canada, Australia, Chile and in select European countries. The global adoption of sensor-augmented insulin pump systems has resulted in strong sensor attachment rates.


•	Changes in medical reimbursement policies and programs, along with additional payor coverage of the MiniMed 670G system.


•	Acceptance of the upcoming launch of our advanced hybrid closed loop system, along with the advancement of our Personalized Closed Loop system which was just granted "Breakthrough Device" designation by the FDA. These technologies feature our next-generation algorithms designed to improve time-in-range by further automating insulin delivery.


•	Continued acceptance and future growth of the MiniMed 640G system with SmartGuard Suspend before Low technology, which has launched in Europe, Australia, and select countries in Latin America and Asia. The MiniMed 640G system received regulatory approval in Japan in the fourth quarter of fiscal year 2018.


•	Continued acceptance and growth of the Guardian Connect CGM system which displays glucose information directly to a smartphone. This system has launched internationally and now in the U.S after receiving FDA approval in the fourth quarter of fiscal year 2018.


•	Continued partnership with UnitedHealthcare as the preferred in-network provider of insulin pumps, giving their members, including pediatric patients 7 years and above, access to our advanced diabetes technology and comprehensive support services.


•	Continued partnership and future growth of our outcomes-based agreement with select health plans (i.e. Aetna), where a component of our pump reimbursement is based on successfully meeting clinical improvement thresholds as part of our value-based healthcare solutions.

CRITICAL ACCOUNTING ESTIMATES

We have used various accounting policies to prepare the consolidated financial statements in accordance with U.S. GAAP. Our significant accounting policies are disclosed in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 27, 2018 .

The preparation of the consolidated financial statements, in conformity with U.S. GAAP, requires us to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates reflect our best judgment about economic and market conditions and the potential effects on the valuation and/or carrying value of assets and liabilities based upon relevant information available. We base our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Our critical accounting estimates include the following:

Litigation Contingencies We are involved in a number of legal actions involving product liability, intellectual property and commercial disputes, shareholder related matters, environmental proceedings, income tax disputes, and governmental proceedings and investigations. The outcomes of these legal actions are not completely within our control and may not be known for prolonged periods of time. In some actions, the enforcement agencies or private claimants seek damages, as well as other civil or criminal remedies (including injunctions barring the sale of products that are the subject of the proceeding), that could require significant expenditures or result in lost revenues or limit our ability to conduct business in the applicable jurisdictions. Estimating probable losses from our litigation and governmental proceedings is inherently difficult, particularly when the matters are in early procedural stages, with incomplete scientific facts or legal discovery; involve unsubstantiated or indeterminate claims for damages; potentially involve penalties, fines, or punitive damages; or could result in a change in business practice. Our significant legal proceedings are discussed in Note 17 to the current period's consolidated financial statements .

Income Tax Reserves and U.S. Tax Reform We establish reserves when, despite our belief that our tax return positions are fully supportable, we believe that certain positions are likely to be challenged and that we may or may not prevail. Under U.S. GAAP, if we determine that a tax position is more likely than not of being sustained upon audit, based solely on the technical

merits of the position, we recognize the benefit. We measure the benefit by determining the amount that is greater than 50 percent likely of being realized upon settlement. We presume that all tax positions will be examined by a taxing authority with full knowledge of all relevant information. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations. We regularly monitor our tax positions and tax liabilities. We reevaluate the technical merits of our tax positions and recognize an uncertain tax benefit, or derecognize a previously recorded tax benefit, when there is (i) a completion of a tax audit, (ii) effective settlement of an issue, (iii) a change in applicable tax law including a tax case or legislative guidance, or (iv) the expiration of the applicable statute of limitations. Significant judgment is required in accounting for tax reserves. Although we believe that we have adequately provided for liabilities resulting from tax assessments by taxing authorities, positions taken by these tax authorities could have a material impact on our effective tax rate, consolidated earnings, financial position and/or cash flows.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"), which significantly revised U.S. corporate income taxation by, among other things, lowering the U.S. corporate income tax rate, broadening the base of taxation, and implementing a territorial tax system. We had a measurement period of up to one year after the enactment date of the Tax Act to finalize the recognition of the related tax impacts. The measurement period closed during the three months ended January 25, 2019.

Valuation of Intangible Assets and Goodwill When we acquire a business, the assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. Goodwill is the excess of the purchase price consideration over the estimated fair value of net assets of acquired businesses. Intangible assets primarily include patents, trademarks, tradenames, customer relationships, purchased technology, and IPR&D. Determining the fair value of intangible assets acquired as part of a business combination requires us to make significant estimates. These estimates include the amount and timing of projected future cash flows of each project or technology, the discount rate used to discount those cash flows to present value, the assessment of the asset’s life cycle, and the consideration of legal, technical, regulatory, economic, and competitive risks.

The test for goodwill impairment requires us to make several estimates to determine fair value, most of which are based on projected future cash flows. Our estimates associated with the goodwill impairment test are considered critical due to the amount of goodwill recorded on our consolidated balance sheets and the judgment required in determining fair value, including projected future cash flows. We assess the impairment of goodwill at the reporting unit level annually in the third quarter and whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired.

We test definite-lived intangible assets for impairment when an event occurs or circumstances change that would indicate the carrying amount of the assets or asset group may be impaired. Our tests are based on future cash flows that require significant judgment with respect to future revenue and expense growth rates, appropriate discount rates, asset groupings, and other assumptions and estimates. We use estimates that are consistent with our business plans and a market participant's view of the assets being evaluated. Actual results may differ from our estimates due to a number of factors including, among others, changes in competitive conditions, timing of regulatory approval, results of clinical trials, changes in worldwide economic conditions, and fluctuations in currency exchange rates.

We assess the impairment of indefinite-lived intangible assets annually in the third quarter and whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired. Our impairment tests of indefinite-lived intangible assets require us to make several estimates to determine fair value, including projected future cash flows and discount rates.

NEW ACCOUNTING PRONOUNCEMENTS

Information regarding new accounting pronouncements is included in Note 2 to the current period's consolidated financial statements .

ACQUISITIONS

Information regarding acquisitions is included in Note 4 to the current period's consolidated financial statements .

COSTS AND EXPENSES

The following is a summary of cost of products sold, research and development, and selling, general, and administrative expenses as a percent of net sales:



	Three months ended				Nine months ended
	January 25, 2019		January 26, 2018		January 25, 2019		January 26, 2018
Cost of products sold	30.0	%	29.8	%	29.8	%	30.6	%
Research and development expense	7.4	%	7.6	%	7.7	%	7.6	%
Selling, general, and administrative expense	34.4	%	34.2	%	34.8	%	35.0	%

Cost of Products Sold We continue to focus on reducing our costs of production through supplier management, manufacturing improvements, and optimizing our manufacturing network.

Cost of products sold for the three and nine months ended January 25, 2019 was $2.3 billion and $6.7 billion , respectively. The increase in cost of products sold as a percentage of net sales for the three months ended January 25, 2019 , as compared to the corresponding period in the prior fiscal year, was driven by restructuring and associated costs, a change in product mix due to strong growth in some of our lower margin businesses, and pricing pressures. Cost of products sold for the three months ended January 25, 2019 includes $21 million of restructuring and associated costs, as compared to $13 million for the three months ended January 26, 2018 .

The decrease in cost of products sold as a percentage of net sales for the nine months ended January 25, 2019 , as compared to the corresponding period in the prior fiscal year, was favorably affected by the divestiture of lower-margin products in conjunction with the divestiture of our Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses on July 29, 2017. Also contributing to the decrease in cost of products sold as a percentage of net sales for the nine months ended January 25, 2019 was the infusion set recall in our Diabetes Group, along with $17 million of costs recognized in relation to restoring operations at our four Puerto Rico manufacturing sites after Hurricane Maria, including idle facility costs, asset write-downs, and other facility-related costs, incurred during the nine months ended January 26, 2018 . These benefits were slightly offset by increased restructuring and associated costs. Cost of products sold for the nine months ended January 25, 2019 includes $ 58 million of restructuring and associated costs, as compared to $25 million for the nine months ended January 26, 2018 .

Research and Development Expense Research and development expense for the three and nine months ended January 25, 2019 was $561 million and $1.7 billion , respectively. We remain committed to accelerating the development of meaningful innovations to deliver better patient outcomes at appropriate costs that lead to enhanced quality of life and may be validated by clinical and economic evidence. We are also focused on expanding access to quality healthcare.

Selling, General, and Administrative Expense Our goal is to continue to leverage selling, general, and administrative expense initiatives and to continue to realize cost synergies expected from our acquisitions. Selling, general, and administrative expense primarily consists of salaries and wages, other administrative costs, such as professional fees and marketing expenses, and certain acquisition, restructuring, and divestiture-related expenses.

Selling, general, and administrative expense for the three and nine months ended January 25, 2019 was $2.6 billion and $7.8 billion , respectively. The increase in selling, general, and administrative expense as a percentage of net sales for the three months ended January 25, 2019 , as compared to the corresponding period in the prior fiscal year, was driven by acquisition-related items and restructuring and associated costs. Selling, general, and administrative expense for the three months ended January 25, 2019 includes $77 million of acquisition-related items, as compared to $21 million for the three months ended January 26, 2018 . Additionally, selling, general, and administrative expense for the three months ended January 25, 2019 includes $19 million of restructuring and associated costs, as compared to $10 million for the three months ended January 26, 2018 .

The decrease in selling, general, and administrative expense as a percentage of net sales for the nine months ended January 25, 2019 , as compared to the corresponding period in the prior fiscal year, was favorably affected by $115 million of expenses incurred in connection with the divestiture of our Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses during the nine months ended January 26, 2018 . This benefit was partially offset by increased acquisition-related items, as well as increased restructuring and associated costs. Selling, general, and administrative expense for the nine months ended January 25, 2019 includes $120 million of acquisition-related items, as compared to $97 million for the nine months ended January 26, 2018 . Additionally, selling, general, and administrative expense for the nine months ended January 25, 2019 includes $86 million of restructuring and associated costs, as compared to $14 million for the nine months ended January 26, 2018 .

The following is a summary of other costs and expenses:



	Three months ended					Nine months ended
(in millions)	January 25, 2019			January 26, 2018		January 25, 2019			January 26, 2018
Amortization of intangible assets	$	436		$	461	$	1,327		$	1,375
Restructuring charges, net	26			7		112			23
Certain litigation charges	63			61		166			61
Gain on sale of businesses	—			—		—			(697		)
Other operating expense, net	57			128		278			360
Other non-operating (income) expense, net	(71		)	139		(309		)	(67		)
Interest expense	243			270		726			829

Amortization of Intangible Assets Amortization of intangible assets includes the amortization expense of our definite-lived intangible assets, consisting of purchased patents, trademarks, tradenames, customer relationships, purchased technology, and other intangible assets. Amortization expense was $436 million and $1.3 billion for the three and nine months ended January 25, 2019 , respectively, as compared to $461 million and $1.4 billion for the three and nine months ended January 26, 2018 , respectively. The decrease in amortization expense for the three and nine months ended January 25, 2019 as compared to the corresponding periods in the prior fiscal year is primarily driven by several patents that became fully amortized during fiscal year 2019.

Restructuring Charges, Net

Enterprise Excellence

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

The Enterprise Excellence Program is focused on three objectives:


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


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


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

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

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

For the three and nine months ended January 25, 2019 , we recognized restructuring charges of $69 million and $264 million , respectively. For the three and nine months ended January 25, 2019 , restructuring charges included $29 million and $120 million , respectively, recognized within restructuring charges, net in the consolidated statements of income, primarily comprised of employee termination benefits . For the three and nine months ended January 25, 2019 , restructuring charges also included costs incurred as a direct result of the restructuring program, such as salaries for employees supporting the program and consulting expenses, including $21 million and $58 million , respectively, recognized within cost of products sold and $19 million and $73 million , respectively, recognized within selling, general, and administrative expense in the consolidated statements of income. For the nine months ended January 25, 2019 , selling, general, and administrative expense also includes $13 million of fixed asset write-downs.

For the three and nine months ended January 26, 2018 , we recognized restructuring charges of $32 million , which included $9 million of employee termination benefits recognized within restructuring charges, net in the consolidated statements of income. Restructuring charges also included costs incurred as a direct result of the restructuring program, such as salaries for employees supporting the program and consulting expenses, including $13 million recognized within cost of products sold and $10 million recognized within selling, general and administrative expense in consolidated statements of income.

Cost Synergies

In the third quarter of fiscal year 2018, we achieved $850 million in cost synergies related to the acquisition of Covidien plc. The costs synergies related to administrative office optimization, manufacturing and supply chain infrastructure, and certain general and administrative savings. Cash outlays for the cost synergies program are scheduled to be substantially complete by the end of fiscal year 2019.

During the three and nine months ended January 25, 2019 , we recognized no restructuring charges and accrual adjustments of $1 million and $8 million , respectively. Accrual adjustments relate to certain employees identified for termination finding other positions within Medtronic, cancellations of employee terminations, and employee termination benefits being less than initially estimated.

For the three months ended January 26, 2018 , we recognized no restructuring charges, and for the nine months ended January 26, 2018 , we recognized restructuring charges of $45 million . For the three and nine months ended January 26, 2018 , we recognized accrual adjustments of $2 million and $15 million , respectively. Accrual adjustments relate to certain employees identified for termination finding other positions within Medtronic, cancellations of employee terminations, and employee termination benefits being less than initially estimated. For the nine months ended January 26, 2018 , restructuring charges included $29 million of employee termination benefits recognized within restructuring charges, net in the consolidated statements of income. For the nine months ended January 26, 2018 , restructuring charges also included other costs of $12 million within cost of products sold and $4 million recognized within selling, general and administrative expense.

For additional information about our restructuring programs, refer to Note 6 to the current period's consolidated financial statements .

Certain Litigation Charges We classify litigation charges and gains related to significant legal matters as certain litigation charges. During the three and nine months ended January 25, 2019 , we recognized $63 million and $166 million , respectively, of litigation charges related to probable and estimable damages for significant legal matters. During the three and nine months ended January 26, 2018 , we recognized $61 million of litigation charges related to probable and estimable damages for significant legal matters.

Gain on Sale of Businesses We recognized a pre-tax gain of $697 million on the sale of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses during the nine months ended January 26, 2018 . There were no sales of businesses during the three months ended January 26, 2018 or the three and nine months ended January 25, 2019 .

Other Operating Expense, Net Other operating expense, net includes royalty income and expense, Transition Service Agreement income, intangible asset charges, currency transaction and derivative gains and losses, contributions to the Medtronic Foundation, Puerto Rico excise taxes, changes in the fair value of contingent consideration, and charges associated with business exits. For the three and nine months ended January 25, 2019 , other operating expense, net was $57 million and $278 million , respectively, as compared to $128 million and $360 million for the three and nine months ended January 26, 2018 , respectively.

For the three months ended January 25, 2019 , the decrease in other operating expense, net was driven by gains in our remeasurement and hedging programs, changes in the fair value of contingent consideration, and decreased IPR&D charges. Our remeasurement and hedging programs, combined, resulted in a gain of $36 million for the three months ended January 25, 2019 as compared to a loss of $44 million for the three months ended January 26, 2018 . Changes in the fair value of contingent consideration resulted in gains of $59 million and $12 million for the three months ended January 25, 2019 and January 26, 2018 , respectively. IPR&D charges were $11 million and $63 million for the three months ended January 25, 2019 and January 26, 2018 , respectively. These benefits were partially offset by intangible asset and other charges of $69 million related to business exits during the three months ended January 25, 2019 and a reduction of Transition Service Agreement income.

For the nine months ended January 25, 2019 , the decrease in other operating expense, net was driven by our remeasurement and hedging programs, which, combined, resulted in a gain of $9 million for the nine months ended January 25, 2019 and a loss of $81 million for the nine months ended January 26, 2018 . Also contributing to the decrease in other operating expense, net were IPR&D charges, of which we recognized $26 million and $68 million for the nine months ended January 25, 2019 and January 26, 2018 , respectively. Additionally, for the nine months ended January 26, 2018 , other operating expense, net includes an $80 million contribution to the Medtronic Foundation. There were no contributions to the Medtronic Foundation during the nine months ended January 25, 2019 . These benefits were partially offset by intangible asset impairments and other charges of $149 million associated with business exits during the nine months ended January 25, 2019 and a reduction of Transition Service Agreement income.

Other Non-Operating (Income) Expense, Net Other non-operating (income) expense, net includes the non-service component of net periodic pension and postretirement benefit cost, investment gains and losses, and interest income. For the three and nine months ended January 25, 2019 , other non-operating (income) expense, net was income of $71 million and $309 million , respectively, as compared to expense of $139 million and income of $67 million for the three and nine months ended January 26, 2018 , respectively. The change in other non-operating (income) expense, net for the three and nine months ended January 25, 2019 , as compared to the corresponding periods in the prior fiscal year, was driven primarily by a loss of $227 million related to the impairment of certain cost and equity method investments in the three and nine months ended January 26, 2018 . The change in other non-operating (income) expense, net during the three and nine months ended January 25, 2019 was also attributable to an increase in investment gains on our minority investment portfolio, partially due to the adoption of new accounting guidance in the first quarter of fiscal year 2019. These increases were partially offset by a decrease in interest income for the three and nine months ended January 25, 2019 , as compared to the corresponding periods in the prior fiscal year. Refer to Note 2 to the current period's consolidated financial statements for more information on recently adopted accounting pronouncements.

Interest Expense Interest expense includes interest incurred on our outstanding borrowings, amortization of debt issuance costs and debt premiums or discounts, amortization of gains or losses on terminated or de-designated interest rate derivative instruments, and ineffectiveness on interest rate derivative instruments. For the three and nine months ended January 25, 2019 , interest expense was $243 million and $726 million , respectively, as compared to $270 million and $829 million for the three and nine months ended January 26, 2018 , respectively. The decrease in interest expense during the three and nine months ended January 25, 2019 was primarily driven by a decrease in total debt obligations, on average, compared to the corresponding periods in the prior fiscal year.

INCOME TAXES



	Three months ended						Nine months ended
(in millions)	January 25, 2019			January 26, 2018			January 25, 2019			January 26, 2018
Income tax provision	$	99		$	2,419		$	437		$	2,320
Income before income taxes	1,370			1,027			3,905			3,950
Effective tax rate	7.2		%	235.5		%	11.2		%	58.7		%

Non-GAAP income tax provision	$	272		$	293		$	773		$	780
Non-GAAP income before income taxes	2,025			1,882			5,794			5,354
Non-GAAP Nominal Tax Rate	13.4		%	15.6		%	13.3		%	14.6		%

Difference between the effective tax rate and Non-GAAP Nominal Tax Rate	6.2		%	(219.9		)%	2.1		%	(44.1		)%

On December 22, 2017, the U.S. government enacted the Tax Act. U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted. The Company adopted guidance allowing for a measurement period, not to exceed one year, to finalize the accounting for the income tax impacts of the Tax Act. The measurement period closed during the three months ended January 25, 2019 . Refer to Note 12 to the current period's consolidated financial statements for additional information.

Many of the countries we operate in have statutory tax rates lower than our U.S. statutory rate, thereby resulting in an overall effective tax rate less than the U.S. statutory rate of 21 percent . A significant portion of our earnings are generated from operations in Puerto Rico, Switzerland, and Ireland. The statutory tax rates for these jurisdictions range from 12.5 percent to 45.1 percent . Our earnings in Puerto Rico and Switzerland are subject to certain tax incentive grants which provide for tax rates lower than the country statutory tax rates. Unless our tax incentive grants are extended, they will expire between fiscal years 2019 and 2029 . The tax incentive grants scheduled to expire during fiscal year 2019 are not expected to have a material impact on our financial results. Refer to Note 14 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 27, 2018 for additional information.

Our effective tax rate for the three and nine months ended January 25, 2019 was 7.2 percent and 11.2 percent , respectively, as compared to 235.5 percent and 58.7 percent for the three and nine months ended January 26, 2018 , respectively. The decrease in our effective tax rate for the three and nine months ended January 25, 2019 , as compared to the corresponding periods in the prior fiscal year, was primarily due to the impacts from U.S. tax reform. Further driving the decrease were the impacts from certain tax adjustments, the gain on the divestiture of our Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses during the second quarter of fiscal year 2018 , the impact from investment losses, and operational tax adjustments described below, along with year-over-year changes in operational results by jurisdiction.

Our Non-GAAP Nominal Tax Rate for the three and nine months ended January 25, 2019 was 13.4 percent and 13.3 percent , respectively, as compared to 15.6 percent and 14.6 percent for the three and nine months ended January 26, 2018 , respectively. The change in our Non-GAAP Nominal Tax Rate was primarily due to the finalization of certain tax returns and audits, the impact from the lapse of federal statutes of limitations, excess tax benefits related to stock-based compensation, and year-over-year changes in operational results by jurisdiction. An increase in our Non-GAAP Nominal Tax Rate of 1 percent would result in an additional income tax provision for the three and nine months ended January 25, 2019 of approximately $20 million and $58 million, respectively.

Certain Tax Adjustments


•	A net benefit of $12 million associated with the transition tax liability and the Tax Act impact to deferred tax assets, liabilities, and valuation allowances, as noted above.


•	A benefit of $32 million related to intercompany legal entity restructuring.


•	A net benefit of $20 million associated with the finalization of certain income tax aspects of the divestiture of our Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses.


•	A net benefit of $25 million associated with the transition tax liability and the Tax Act impact to deferred tax assets, liabilities, and valuation allowances, as noted above.


•	A $32 million benefit of related to intercompany legal entity restructuring.


•	A $20 million net benefit associated with the finalization of certain income tax aspects of the divestiture of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses.


•	A charge of $42 million related to the recognition of a prepaid tax expense resulting from the reduction in the U.S. statutory tax rate under the Tax Act and the current quarter sale of U.S. manufactured inventory held as of April 27, 2018 .


•	A net charge of $2.2 billion associated with U.S. tax reform.


•	A net charge of $2.2 billion associated with U.S. tax reform.


•	A net benefit of $398 million associated with the intercompany sales of intellectual property.


•	A net charge of $37 million primarily related to the sale of our Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses.

LIQUIDITY AND CAPITAL RESOURCES

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

Summary of Cash Flows

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



	Nine months ended
(in millions)	January 25, 2019			January 26, 2018
Cash provided by (used in):
Operating activities	$	4,920		$	3,646
Investing activities	(245		)	5,747
Financing activities	(4,571		)	(8,126		)
Effect of exchange rate changes on cash and cash equivalents	(70		)	124
Net change in cash and cash equivalents	$	34		$	1,391

Operating Activities The $ 1.3 billion increase in net cash provided was primarily driven by our operating margin expansion and an increase in cash collected from customers, as well as decreases in cash paid to suppliers and other vendors, certain litigation payments, cash paid for interest, and retirement benefit plan contributions, partially offset by an increase in cash paid for taxes. The increase in cash collected from customers reflects collections on higher sales during the nine months ended January 25, 2019 as compared to the nine months ended January 26, 2018 , and the decrease in cash paid to suppliers is primarily due to our continued progress in extending supplier payment terms. The decrease in certain litigation payments resulted from changes in the timing of payments across fiscal quarters. Cash paid for interest decreased primarily due to a decrease in total debt obligations. The decrease in retirement benefit plan contributions reflects lower contributions to the U.S. pension plan in fiscal year 2019 as compared to fiscal year 2018. The increase in cash paid for taxes is primarily due to our transition tax payment in the second quarter of fiscal year 2019.

Investing Activities The $ 6.0 billion decrease in net cash provided was primarily attributable to the sale of the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses during the nine months ended January 26, 2018 , which resulted in net proceeds of $6.1 billion, and more cash paid for acquisitions during the nine months ended January 25, 2019 , primarily due to the acquisition of Mazor Robotics in the third quarter of fiscal year 2019, partially offset by higher net sales of investments of $1.6 billion during the nine months ended January 25, 2019 as compared to the corresponding period in the prior fiscal year.

Financing Activities The $ 3.6 billion decrease in net cash used was primarily attributable to the repayment of our senior unsecured term loan, including accrued interest, for $3.0 billion and the repayment of our 6.000 percent ten-year 2008 CIFSA senior notes, including accrued interest, for $1.2 billion during the nine months ended January 26, 2018 . The decrease in net cash used was also due to an increase in issuances of ordinary shares of $558 million , offset by higher share repurchases of $764 million and higher repayments of commercial paper borrowings of $301 million during the nine months ended January 25, 2019 , as compared to the corresponding period in the prior fiscal year.

Free Cash Flow

Free cash flow, a non-GAAP financial measure, is calculated by subtracting additions to property, plant, and equipment from net cash provided by operating activities. Management uses this non-GAAP financial measure, in addition to U.S. GAAP financial measures, to evaluate our operating results. Free cash flow should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with U.S. GAAP. Reconciliations between net cash provided by operating activities (the most comparable U.S. GAAP measure) and free cash flow are as follows:



	Nine months ended
(in millions)	January 25, 2019			January 26, 2018
Net cash provided by operating activities	$	4,920		$	3,646
Net cash (used in) provided by investing activities	(245		)	5,747
Net cash used in financing activities	(4,571		)	(8,126		)

Net cash provided by operating activities	$	4,920		$	3,646
Additions to property, plant, and equipment	(799		)	(776		)
Free cash flow	$	4,121		$	2,870

Dividends to shareholders	$	2,022		$	1,870
Repurchase of ordinary shares	2,728			1,964
Issuances of ordinary shares	(891		)	(333		)
Return to shareholders	$	3,859		$	3,501
Return of operating cash flow percentage	78		%	96		%
Return of free cash flow percentage	94		%	122		%

Debt and Capital

Our capital structure consists of equity and interest-bearing debt. We use a combination of bank borrowings and commercial paper issuances to fund our short-term financing needs. Current debt, including the current portion of our long-term debt and capital lease obligations, was $1.4 billion at January 25, 2019 as compared to $2.1 billion at April 27, 2018 . Long-term debt was $23.7 billion at both January 25, 2019 and April 27, 2018 . We utilize unsecured senior debt obligations to meet our long-term financing needs. From time to time, we may repurchase our outstanding debt obligations in the open market or through privately negotiated transactions.

Total debt at January 25, 2019 was $25.0 billion , as compared to $25.8 billion at April 27, 2018 . The decrease in total debt was primarily driven by a reduction in our commercial paper borrowings of $698 million .

We maintain a commercial paper program for short-term financing, which allows us to issue unsecured commercial paper notes on a private placement basis up to a maximum aggregate amount outstanding at any time of $3.5 billion . At January 25, 2019 , we had no commercial paper outstanding, as compared to $698 million at April 27, 2018 . There was no commercial paper activity during the three months ended January 25, 2019 . During the nine months ended January 25, 2019 , the weighted average original maturity of the commercial paper outstanding was approximately 28 days, and the weighted average interest rate was 2.10 percent . The issuance of commercial paper reduces the amount of credit available under our existing revolving credit facility, as explained below.

We also have a $3.5 billion five-year syndicated revolving credit facility (Credit Facility), which was amended and restated in December 2018, and now expires in December 2023. The Credit Facility provides backup funding for the commercial paper program and may also be used for general corporate purposes. At January 25, 2019 and April 27, 2018 , no amounts were outstanding under the Credit Facility.

Interest rates on advances under the Credit Facility are determined based on our long-term debt ratings assigned by S&P and Moody’s. For additional information on our credit ratings status by S&P and Moody's, refer to the "Liquidity" section of this Management's Discussion and Analysis. Facility fees are payable on the Credit Facility and are determined in the same manner as the interest rates. The agreement governing the Credit Facility also contains customary covenants, all of which we were in compliance with at January 25, 2019 .

We repurchase shares from time to time as part of our focus on returning value to our shareholders. In June 2017, our Board of Directors authorized the expenditure of up to $5.0 billion for new share repurchases. During the three and nine months ended January 25, 2019 , we repurchased a total of 7.3 million and 29.1 million shares, respectively, at an average price per share of $91.98 and $91.42 , respectively. At January 25, 2019 , we had approximately $1.3 billion remaining under the share repurchase program authorized by our Board of Directors.

On February 20, 2019, we announced the commencement of a cash tender offer for up to $5.0 billion of certain of our outstanding senior notes. The tender offer will expire on March 19, 2019 unless extended or terminated. The tender offer is subject to a number of conditions, including the condition that we receive net proceeds from one or more debt financings sufficient to fund the purchase of tendered notes.

For more information on credit arrangements, refer to Note 8 to the current period's consolidated financial statements , and Note 8 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 27, 2018 .

Liquidity

The following table is a summary of our cash, cash equivalents, and current investments, working capital, and current ratio:



(in millions)	January 25, 2019		April 27, 2018
Cash, cash equivalents, and current investments	$	9,142	$	11,227
Working capital	12,024		12,896
Current ratio	2.4:1.0		2.3:1.0

Our liquidity sources at January 25, 2019 include $3.7 billion of cash and cash equivalents and $5.4 billion of current investments. Additionally, we maintain a commercial paper program ( no commercial paper outstanding at January 25, 2019 ) and Credit Facility. See discussion above regarding changes in our cash and cash equivalents and commercial paper program and Credit Facility.

Our current investments include marketable debt and equity securities. Our debt and equity securities include U.S. and non-U.S. government and agency securities, corporate debt securities, mortgage-backed securities, other asset-backed securities, equity securities, 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 and nine months ended January 25, 2019 , 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 recognized 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 the amortized cost. At January 25, 2019 , we have $124 million of gross unrealized losses on our aggregate available-for-sale debt securities of $5.5 billion . If market conditions deteriorate, some of these holdings may experience other-than-temporary impairment in the future, which could adversely affect our financial results. We are required to use estimates and assumptions in our valuation of investments, which requires a high degree of judgment, and therefore, actual results could differ materially from estimates. Refer to Note 7 to the current period's consolidated financial statements for additional information regarding fair value measurements.

The tables below includes our short- and long-term debt ratings from Standard & Poor's Ratings Services and Moody's Investors Service at both January 25, 2019 and April 27, 2018 :



	Agency Rating ⁽¹⁾
	January 25, 2019	April 27, 2018
Standard & Poor's Ratings Services
Long-term debt	A	A
Short-term debt	A-1	A-1

Moody's Investors Service
Long-term debt	A3	A3
Short-term debt	P-2	P-2


(1)	Agency ratings are subject to change, and there may be no assurance that an agency will continue to provide ratings and/or maintain its current ratings. A security rating is not a recommendation to buy, sell or hold securities, and may be subject to revision or withdrawal at any time by the rating agency, and each rating should be evaluated independently of any other rating.

Standard & Poor's Ratings Services (S&P) and Moody's Investors Service (Moody's) long-term debt ratings and short-term debt ratings at January 25, 2019 were unchanged as compared to the ratings at April 27, 2018 . We do not expect the S&P and Moody's ratings to have a significant impact on our liquidity or future flexibility to access additional liquidity given our balance sheet and Credit Facility and related commercial paper program.

We have future contractual obligations and other minimum commercial commitments that are entered into in the normal course of business. We believe our off-balance sheet arrangements do not have a material current or anticipated future effect on our consolidated earnings, financial position, and/or cash flows. Refer to the "Off-Balance Sheet Arrangements and Long-Term Contractual Obligations" section of Management's Discussion and Analysis in our Annual Report on Form 10-K for the fiscal year ended April 27, 2018 for more information on these obligations and commitments.

Note 17 to the current period's consolidated financial statements provides information regarding amounts we have accrued related to legal matters. In accordance with U.S. GAAP, we record a liability in our consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. Actual settlements may be different than estimated and could have a material effect on our consolidated earnings, financial position, and/or cash flows.

We record tax liabilities in our consolidated financial statements for amounts that we expect to repatriate from subsidiaries (to the extent the repatriation would be subject to tax); however, no tax liabilities are recorded for amounts that we consider to be permanently reinvested. We have removed our permanently reinvested assertion on earnings through April 27, 2018 for legal entities subject to the one-time repatriation tax. We expect to have access to the majority of our cash flows in the future. In addition, we continue to evaluate our legal entity structure supporting our business operations, and to the extent such evaluation results in a change to our overall business structure, we may be required to accrue for additional tax obligations.

We believe our balance sheet and liquidity provide us with flexibility in the future, and that our cash, cash equivalents, and short-term investments, as well as our Credit Facility and related commercial paper program, will satisfy our foreseeable operating needs for at least the next 12 months. We regularly review our capital needs and consider various investing and financing alternatives to support our requirements.

Off-Balance Sheet Arrangements and Long-Term Contractual Obligations

There have been no material changes to our off-balance sheet arrangements and long-term contractual obligations as reported in our most recent Annual Report filed on Form 10-K for the fiscal year ended April 27, 2018 .

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, and other written reports and oral statements made by or with the approval of one of the Company’s executive officers from time to time, may include “forward-looking” statements. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans, objectives of management for future operations and current expectations or forecasts of future results, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Our forward-looking statements may include statements related to our growth and growth strategies, developments in the markets for our products, therapies and services, financial results, product development launches and effectiveness, research and development strategy, regulatory approvals, competitive strengths, restructuring and cost-saving initiatives, intellectual property rights, litigation and tax matters, government investigations, mergers and acquisitions, divestitures, market acceptance of our products, therapies and services, accounting estimates, financing activities, ongoing contractual obligations, working capital adequacy, value of our investments, our effective tax rate, our expected returns to shareholders, and sales efforts. In some cases, such statements may be identified by the use of terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “plan,” “possible,” “potential,” “project,” “should,” “will,” and similar words or expressions. Forward-looking statements in this Quarterly Report include, but are not limited to, statements regarding our ability to drive long-term shareholder value, development and future launches of products and continued or future acceptance of products, therapies and services in our segments; expected timing for completion of research studies relating to our products; market positioning and performance of our products, including stabilization of certain product markets; divestitures and the potential benefits thereof; the costs and benefits of integrating previous acquisitions; anticipated timing for U.S. FDA and non-U.S. regulatory approval of new products; increased presence in new markets, including markets outside the U.S.; changes in the market and our market share; acquisitions and investment initiatives, as well as integration of acquired companies into our operations; the resolution of tax matters; the effectiveness of our development activities in reducing patient care costs and hospital stay lengths; our approach towards cost containment; our expectations regarding health care costs, including potential changes to reimbursement policies and pricing pressures; our expectations regarding changes to patient standards of care; our ability to identify and maintain successful business partnerships; the elimination of certain positions or costs related to restructuring initiatives; outcomes in our litigation matters and government investigations; general economic conditions; the adequacy of available working capital and our working capital needs; our payment of dividends and redemption of shares; the continued strength of our balance sheet and liquidity; our accounts receivable exposure; and the potential impact of our compliance with governmental regulations and accounting guidance.

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


•	competition in the medical device industry;


•	reduction or interruption in our supply;


•	quality problems, liquidity shortfalls;


•	decreasing prices and pricing pressure;


•	fluctuations in currency exchange rates;


•	changes in applicable tax rates;


•	positions taken by taxing authorities;


•	adverse regulatory action;


•	delays in regulatory approvals;


•	litigation results;


•	self-insurance;


•	commercial insurance;


•	health care policy changes;


•	international operations;


•	cybersecurity incidents;


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


•	disruption of our current plans and operations.

Consequently, no forward-looking statement may be guaranteed and actual results may vary materially from those projected in the forward-looking statements. We intend to take advantage of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding our forward-looking statements, and are including this sentence for the express purpose of enabling us to use the protections of the safe harbor with respect to all forward-looking statements. While we may elect to update these forward-looking statements at some point in the future, whether as a result of any new information, future events, or otherwise, we have no current intention of doing so except to the extent required by applicable law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

CURRENCY EXCHANGE RATE RISK

Due to the global nature of our operations, we are exposed to currency exchange rate changes which may cause fluctuations in earnings and cash flows. We use operational and economic hedges, as well as currency exchange rate derivative instruments, to manage the impact of currency exchange rate fluctuations. In order to minimize earnings and cash flow volatility resulting from currency exchange rate fluctuations, we enter into derivative instruments, principally forward currency exchange rate contracts. These contracts are designed to hedge anticipated transactions in other currencies and changes in the value of specific assets and liabilities. At inception of the contract, the derivative instrument is designated as either a freestanding derivative or a cash flow hedge. The primary currencies of our derivative instruments are the Euro, Japanese Yen, and British Pound. Fluctuations in the currency exchange rates of currency exposures that are unhedged, such as in certain emerging markets, may result in future earnings and cash flow volatility. We do not enter into currency exchange rate derivative instruments for speculative purposes.

The gross notional amount of all currency exchange rate derivative instruments outstanding at January 25, 2019 and April 27, 2018 was $12.2 billion and $11.5 billion , respectively. At January 25, 2019 , these contracts were in a net unrealized gain position of $219 million. A sensitivity analysis of changes in the fair value of all currency exchange rate derivative contracts at January 25, 2019 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 $958 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.

In the second quarter of fiscal year 2019, we began accounting for our operations in Argentina as highly inflationary, as the prior three-year cumulative inflation rate exceeded 100 percent. The change did not have a material impact on our results for the three or nine months ended January 25, 2019 .

INTEREST RATE RISK

We are subject to interest rate risk on our short-term investments and our borrowings. We manage interest rate risk in the aggregate, while focusing on our immediate and intermediate liquidity needs. Our debt portfolio at January 25, 2019 was comprised of debt predominately denominated in U.S. dollars, of which substantially all is fixed rate debt. We are also exposed to interest rate changes affecting our investments in interest rate sensitive instruments, which include our marketable debt securities, fixed-to-floating interest rate swap agreements, and forward starting interest rate swap agreements.

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 at January 25, 2019 , indicates that the fair value of these instruments would correspondingly change by $94 million.

For a discussion of current market conditions and the impact on our financial condition and results of operations, please see the “Liquidity” section of the current period's Management's Discussion and Analysis. For additional discussion of market risk, refer to Notes 7 and 9 to the current period's consolidated financial statements .

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) and changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this quarterly report, our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) are effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company is deploying an enterprise resource planning (ERP) software program, SAP, to the Minimally Invasive Therapies Group. During fiscal year 2019, the Company continued the deployment of this software along with other enterprise systems, which resulted in changes to the internal controls over financial reporting for the Minimally Invasive Therapies Group in Latin America. The internal controls were updated to reflect these changes. These system deployments will continue with projected completion in fiscal year 2020. There have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

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 17 to the current period's consolidated financial statements .

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information about the shares repurchased by the Company during the third quarter of fiscal year 2019:



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 Approximate Dollar Value of Shares that may yet be Purchased Under the Program ⁽¹⁾
10/27/2018 - 11/23/2018	3,284,100	$	91.99	3,284,100	$	1,694,007,364
11/24/2018 - 12/28/2018	2,931,430	94.31		2,931,430	1,417,530,516
12/29/2018 - 1/25/2019	1,097,502	85.68		1,097,502	1,323,491,730
Total	7,313,032	$	91.98	7,313,032	$	1,323,491,730


(1)	In June 2017, the Company's Board of Directors authorized the repurchase of $5 billion of the Company’s ordinary shares. There is no specific time-period associated with this repurchase authorization.

Item 6. Exhibits



(a)	Exhibits
	10.1	Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.1 to Medtronic plc's Current Report on Form 8-K filed with the Commission on December 12, 2018)
	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.

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:	March 1, 2019	/s/ Omar Ishrak
		Omar Ishrak
		Chairman and Chief Executive Officer

Date:	March 1, 2019	/s/ Karen L. Parkhill
		Karen L. Parkhill
		Executive Vice President and
		Chief Financial Officer

TABLE OF CONTENTS

Part I Financial Informationprint Item 1. Financial Statementsprint Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 3. Quantitative and Qualitative Disclosures About Market Riskprint Item 4. Controls and Proceduresprint Part II Other Informationprint Item 1. Legal Proceedingsprint Item 2. Unregistered Sales Of Equity Securities and Use Of Proceedsprint Item 6. Exhibitsprint

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.

Customer name	Ticker
CVS Health Corporation	CVS
DaVita Inc.	DVA
Quest Diagnostics Incorporated	DGX

Supplier name	Ticker
Exxon Mobil Corporation	XOM
Illinois Tool Works Inc.	ITW
3M Company	MMM
Dow Inc.	DOW
IPG Photonics Corporation	IPGP
Eastman Chemical Company	EMN

MDT 10-Q Quarter ended Jan. 25, 2019

Exhibits