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 30,
2021. 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 28, 2022. Amounts reported in millions within this
quarterly report are computed based on the amounts in thousands, and therefore,
the sum of the components may not equal the total amount reported in millions
due to rounding. Additionally, certain columns and rows within tables may not
sum due to rounding.

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
accounting principles generally accepted 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 benefits that
contribute to or reduce earnings and that may affect financial trends and
include certain charges or benefits that result from transactions or events that
we believe may or may not recur with similar materiality or impact to our
operations in future periods (Non-GAAP Adjustments).

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 the leading global healthcare technology company - 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 global healthcare system is continuing to respond to the unprecedented
challenge posed by the COVID-19 pandemic ("COVID-19" or the "pandemic"). Most of
our businesses were affected by a decline in global procedural volumes during
fiscal year 2021, particularly in the first and second quarters. During the
first quarter of fiscal year 2022, most of our businesses performed at or above
pre-COVID-19 levels, while also experiencing a slowdown in elective procedures
in certain businesses and geographies in the final weeks of the quarter as a
result of the Delta variant of COVID-19. In the second quarter of fiscal year
2022, certain international markets saw procedural recovery from the resurgence
experienced in prior quarters. However, particularly in the U.S., the COVID-19
resurgence as well as healthcare system staffing shortages impacted our revenue
results for the three months ended October 29, 2021. During the third quarter of
fiscal year 2022, the Omicron variant surge of COVID-19 impacted our hospital
procedure volumes, particularly in the U.S., as well as created acute
absenteeism with our customers, suppliers, and in our own operations and field
teams. We cannot predict with confidence the duration and severity of the
pandemic and its impact on global procedure volumes. We expect medical procedure
rates may continue to vary by therapy and country and to be impacted by regional
COVID-19 case volumes, vaccine and booster immunization rates, and new COVID-19
variants. Additionally, we cannot predict the impact healthcare system staffing
shortages may have on procedural volumes, and supply chain disruptions may have
on the business.

                                       30
--------------------------------------------------------------------------------

The following is a summary of revenue and diluted earnings per share for the
three months ended January 28, 2022 and January 29, 2021, and operating cash
flow for the nine months ended January 28, 2022 and January 29, 2021:

[[Image Removed: mdt-20220128_g2.jpg]]


                                       31
--------------------------------------------------------------------------------

GAAP to Non-GAAP Reconciliations The tables below present our GAAP to Non-GAAP
reconciliations for the three months ended January 28, 2022 and January 29,
2021:

                                                                                            Three months ended January 28, 2022
                                                           Income               Income                 Net Income
                                                           Before           Tax Provision           Attributable to                                   

Effective


(in millions, except per share data)                    Income Taxes          (Benefit)                Medtronic               Diluted EPS             Tax Rate
GAAP                                                    $   1,589          $         106          $           1,480          $       1.10                    6.7  %
Non-GAAP Adjustments:
Restructuring and associated costs (1)                         78                     15                         63                  0.05                   19.2
Acquisition-related items (2)                                 (50)                     2                        (51)                (0.04)                  (4.0)
Certain litigation charges                                     35                      9                         27                  0.02                   25.7
(Gain)/loss on minority investments (3)                         2                     (1)                         3                     -               

(50.0)


Medical device regulations (4)                                 25                      5                         20                  0.01               

20.0


Amortization of intangible assets                             432                     67                        365                  0.27               

15.5


Certain tax adjustments, net (5)                                -                     59                        (59)                (0.04)                     -
Non-GAAP                                                $   2,112          $         262          $           1,846          $       1.37                   12.4  %

                                                                                            Three months ended January 29, 2021
                                                           Income               Income                 Net Income
                                                           Before           Tax Provision           Attributable to                                   Effective
(in millions, except per share data)                    Income Taxes          (Benefit)                Medtronic               Diluted EPS             Tax Rate
GAAP                                                    $   1,220          $         (59)         $           1,270          $       0.94                   (4.8) %
Non-GAAP Adjustments:
Restructuring and associated costs (1)                        160                     42                        117                  0.09                   26.9
Acquisition-related items (2)                                  35                      3                         32                  0.02                    8.6
Certain litigation charges                                    122                     21                        101                  0.07                   17.2
(Gain)/loss on minority investments (3)                       (18)                     -                        (15)                (0.01)              

16.7


Medical device regulations (4)                                 21                      4                         17                  0.01               

19.0


Amortization of intangible assets                             453                     73                        380                  0.28               

16.1


Certain tax adjustments, net (5)                                -                    150                       (150)                (0.11)                     -
Non-GAAP                                                $   1,993          $         234          $           1,753          $       1.29                   11.7  %

(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)The charges primarily include business combination costs, changes in fair
value of contingent consideration, and specifically for the three months ended
January 28, 2022, certain license payments for unapproved technology.

(3)We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.



(4)The charges represent incremental costs of complying with the new European
Union (E.U.) medical device regulations for previously registered products and
primarily include charges for contractors supporting the project and other
direct third-party expenses.

(5)For the three months ended January 28, 2022, the tax benefit primarily
relates to the deferred tax impact associated with a step up in tax basis for
Swiss Cantonal purposes. For the three months ended January 29, 2021, the tax
benefit primarily relates to the finalization of an audit at the IRS Appellate
level for fiscal years 2012 through 2014 and the capitalization of certain
research and development costs for U.S. income tax purposes. For each period,
the tax benefits were partially offset by the amortization on previously
established deferred tax assets from intercompany intellectual property
transactions.



                                       32

--------------------------------------------------------------------------------

The tables below present our GAAP to Non-GAAP reconciliations for the nine months ended January 28, 2022 and January 29, 2021:



                                                                                           Nine months ended January 28, 2022
                                                          Income               Income                 Net Income
                                                          Before           Tax Provision           Attributable to                                   

Effective


(in millions, except per share data)                   Income Taxes          (Benefit)                Medtronic               Diluted EPS             Tax Rate
GAAP                                                   $   3,915          $         346          $           3,554          $       2.63                    8.8  %
Non-GAAP Adjustments:
Restructuring and associated costs (1)                       237                     46                        191                  0.14                   19.4
Acquisition-related items (2)                                 46                     26                         21                  0.02                   56.5
Certain litigation charges                                    95                     17                         78                  0.06                   17.9
(Gain)/loss on minority investments (3)                      (23)                    (1)                       (19)                (0.01)               

4.3


Medical device regulations (4)                                70                     14                         56                  0.04                

20.0


Amortization of intangible assets                          1,298                    205                      1,093                  0.81                   15.8
MCS impairments / costs (5)                                  726                    162                        564                  0.42                   22.3
Certain tax adjustments, net (6)                               -                    (10)                        10                  0.01                      -
Non-GAAP                                               $   6,365          $         806          $           5,547          $       4.10                   12.7  %

                                                                                           Nine months ended January 29, 2021
                                                          Income               Income                 Net Income
                                                          Before           Tax Provision           Attributable to                                   

Effective


(in millions, except per share data)                   Income Taxes          (Benefit)                Medtronic               Diluted EPS             Tax Rate
GAAP                                                   $   2,329          $          65          $           2,246          $       1.66                    2.8  %
Non-GAAP Adjustments:
Restructuring and associated costs (1)                       466                    109                        358                  0.26                   23.2
Acquisition-related items (2)                                (13)                   (18)                         5                     -                  138.5
Certain litigation charges                                   118                     23                         95                  0.07                   19.5
(Gain)/loss on minority investments (3)                      (28)                     -                        (23)                (0.02)               

17.9


Medical device regulations (4)                                58                     10                         48                  0.04                

17.2


Amortization of intangible assets                          1,337                    214                      1,123                  0.83                   16.0
Debt tender premium (7)                                      308                     60                        248                  0.18                   19.5
Certain tax adjustments, net (6)                               -                    130                       (130)                (0.10)                     -
Non-GAAP                                               $   4,576          $         593          $           3,969          $       2.93                   13.0  %


(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)The charges primarily include business combination costs, changes in fair
value of contingent consideration, acquisitions of, or certain license payments
for, unapproved technology, and specifically for the nine months ended January
29, 2021, changes in amounts accrued for certain contingent liabilities for
recent acquisitions.

(3)We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.

(4)The charges represent incremental costs of complying with the new E.U. medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses.



(5)The charges relate to the Company's June 2021 decision to stop the
distribution and sale of the Medtronic HVAD System within the Mechanical
Circulatory Support Operating Unit (MCS). The charges included $515 million of
non-cash impairments, primarily related to $409 million of intangible asset
impairments, as well as $211 million for commitments and obligations in
connection with the decision, including customer support obligations,
restructuring, and other associated costs. Medtronic is committed to serving the
needs of the approximately 4,000 patients currently implanted with the HVAD
System.

(6)For the nine months ended January 28, 2022, the tax charge primarily relates
to the amortization on previously established deferred tax assets from
intercompany intellectual property transactions and a charge related to a change
in the Company's permanent reinvestment assertion on certain historical
earnings, which are partially offset by the deferred tax impact associated with
a step up in tax basis for Swiss Cantonal purposes. For the nine months ended
January 29, 2021, the tax benefit primarily relates to the finalization of an
audit at the IRS Appellate level for fiscal years 2012 through 2014 and the
capitalization of certain research and development costs for U.S. income tax
purposes which are partially offset by the impact of an intercompany sale of
assets and the amortization on previously established deferred tax assets from
intercompany intellectual property transactions.

(7)The charges relate to the early redemption of approximately $6.0 billion of debt.


                                       33
--------------------------------------------------------------------------------

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
                                                                   January 28,
(in millions)                                                          2022              January 29, 2021
Net cash provided by operating activities                         $        5,289       $              4,495
Additions to property, plant, and equipment                                (979)                      (978)
Free cash flow                                                    $        4,310       $              3,517

Refer to the Summary of Cash Flows section for drivers of the change in cash provided by operating activities.

NET SALES

Segment and Division

The charts below illustrate the percent of net sales by segment for the three months ended January 28, 2022 and January 29, 2021:



                     [[Image Removed: mdt-20220128_g3.jpg]]

                     [[Image Removed: mdt-20220128_g4.jpg]]

                                       34

--------------------------------------------------------------------------------

The table below illustrates net sales by segment and division for the three and nine months ended January 28, 2022 and January 29, 2021:


                                                     Three months ended                                               Nine months ended
                                                                      January 29,                              January 28,         January 29,
(in millions)                               January 28, 2022             2021               % Change               2022                2021              % Change
Cardiac Rhythm & Heart Failure             $       1,402             $    1,371                    2  %       $     4,356          $   4,045                    8  %
Structural Heart & Aortic                            740                    730                    1                2,277              2,090                    9
Coronary & Peripheral Vascular                       603                    605                    -                1,829              1,730                    6
Cardiovascular                                     2,745                  2,707                    1                8,462              7,865                    8
Surgical Innovations                               1,519                  1,423                    7                4,570              3,896                   17
Respiratory, Gastrointestinal, & Renal               771                    890                  (13)               2,341              2,502                   (6)
Medical Surgical                                   2,290                  2,313                   (1)               6,910              6,399                    8
Cranial & Spinal Technologies                      1,102                  1,081                    2                3,292              3,096                    6
Specialty Therapies                                  633                    618                    2                1,908              1,653                   15
Neuromodulation                                      409                    426                   (4)               1,285              1,152                   12
Neuroscience                                       2,144                  2,126                    1                6,484              5,900                   10
Diabetes                                             584                    630                   (7)               1,741              1,766                   (1)
Total                                      $       7,763             $    7,775                    -  %       $    23,597          $  21,929                    8  %

Segment and Market Geography

The charts below illustrate the percent of net sales by market geography for the three months ended January 28, 2022 and January 29, 2021:

[[Image Removed: mdt-20220128_g5.jpg]][[Image Removed: mdt-20220128_g6.jpg]]


                                       35
--------------------------------------------------------------------------------

The table below includes net sales by market geography for each of our segments for the three and nine months ended January 28, 2022 and January 29, 2021:



                                                          U.S.(1)                                          Non-U.S. Developed Markets(2)                                      Emerging Markets(3)
                                                     Three months ended                                         Three months ended                                            Three months ended
                                    January 28,         January 29,                             January 28,       January 29,                                                       January 29,
(in millions)                           2022                2021              % Change             2022               2021              % Change           January 28, 2022             2021              % Change
Cardiovascular                     $     1,297          $   1,272                    2  %       $    935          $     941                   (1) %       $         513             $     493                    4  %
Medical Surgical                           990                959                    3               812                868                   (6)                   488                   486                    -
Neuroscience                             1,397              1,401                    -               431                444                   (3)                   316                   280                   13
Diabetes                                   255                307                  (17)              261                268                   (3)                    68                    55                   24
Total                              $     3,939          $   3,939                    -  %       $  2,438          $   2,522                   (3) %       $       1,385             $   1,314                    5  %

                                                          U.S.(1)                                          Non-U.S. Developed Markets(2)                                      Emerging Markets(3)
                                                     Nine months ended                                           Nine months ended                                             Nine months ended
                                    January 28,         January 29,                             January 28,       January 29,                                                       January 29,
(in millions)                           2022                2021              % Change             2022               2021              % Change           January 28, 2022             2021              % Change
Cardiovascular                     $     4,090          $   3,854                    6  %       $  2,886          $   2,739                    5  %       $       1,486             $   1,271                   17  %
Medical Surgical                         2,950              2,677                   10             2,521              2,425                    4                  1,439                 1,297                   11
Neuroscience                             4,237              3,934                    8             1,330              1,246                    7                    918                   720                   28
Diabetes                                   760                879                  (14)              780                733                    6                    201                   154                   31
Total                              $    12,038          $  11,344                    6  %       $  7,517          $   7,143                    5  %       $       4,043             $   3,443                   17  %


(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 within 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 for the three months ended January 28, 2022, as compared to the
corresponding period in the prior fiscal year, remained flat both globally and
in the U.S, largely driven by the Omicron COVID-19 impact. For the nine months
ended January 28, 2022, most of our businesses and geographies experienced
growth primarily due to the recovery of global procedure volumes from the
downturn experienced in the first and second quarters of fiscal year 2021 as a
result of the pandemic. For the three months ended January 28, 2022, currency
had an unfavorable impact on emerging markets and non-U.S. developed markets of
$22 million and $115 million, respectively. For the nine months ended
January 28, 2022, currency had a favorable impact on emerging markets and
non-U.S. developed markets of $78 million and $62 million, respectively.

During the fourth quarter of fiscal year 2021, we realigned our divisions within
the Cardiovascular Portfolio. As a result, fiscal year 2021 results have been
recast to adjust for this realignment. Additionally, in fiscal year 2021 we
implemented our new operating model, which was fully operational the beginning
of the fourth quarter. Our new operating model simplifies our organization in
order to accelerate decision making, improve commercial execution, and more
effectively leverage the scale of our company.

Looking ahead, a number of macro-economic and geopolitical factors could negatively impact our business, including without limitation:



•The uncertain and uneven impact of COVID-19 on future procedural volumes,
supply constraints, healthcare staffing, worker absenteeism with our customers,
suppliers, and in our own operations and field teams, and resulting impacts on
demand for our products and therapies;

•The potential impact that sanctions and other measures being imposed in response to the Russia-Ukraine conflict could have on revenue and supply chain;



•Competitive product launches and pricing pressure, geographic macro-economic
risks including general price inflation, reimbursement challenges, impacts from
changes in the mix of our product offerings, delays in product registration
approvals, replacement cycle challenges, and fluctuations in currency exchange
rates; and

•National and provincial tender pricing for certain products, particularly in China.


                                       36
--------------------------------------------------------------------------------

Cardiovascular



Cardiovascular products include pacemakers, insertable cardiac monitors, cardiac
resynchronization therapy devices, implantable cardioverter defibrillators
(ICD), leads and delivery systems, ablation products, electrophysiology
catheters, products for the treatment of atrial fibrillation, information
systems for the management of patients with Cardiac Rhythm & Heart Failure
devices, products designed to reduce surgical site infections, coronary and
peripheral stents and related delivery systems, 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. Cardiovascular also includes Care Management Services and
Cath Lab Managed Services (CLMS) within the Cardiac Rhythm & Heart Failure
division. Cardiovascular's net sales for the three and nine months ended
January 28, 2022 were $2.7 billion and $8.5 billion, respectively, which
represents an increase of 1 percent and 8 percent, respectively, compared to the
corresponding periods in the prior fiscal year. Currency had an unfavorable
impact of $54 million and a favorable impact of $52 million on net sales for the
three and nine months ended January 28, 2022, respectively. Cardiovascular
experienced modest growth for the three months ended January 28, 2022 primarily
driven by the continued global adoption of many products, with partial
offsetting declines due to supply challenges and the Omicron variant of
COVID-19, particularly in the U.S. The net sales increase for the nine months
ended January 28, 2022 was primarily due to the recovery of global procedure
volumes from the declines experienced in the corresponding period in the prior
year along with growth from recent product launches.
The graphs below illustrate the percent of Cardiovascular net sales by division
for the three months ended January 28, 2022 and January 29, 2021:
  [[Image Removed: mdt-20220128_g7.jpg]][[Image Removed: mdt-20220128_g8.jpg]]
Cardiac Rhythm & Heart Failure (CRHF) net sales for the three and nine months
ended January 28, 2022 increased 2 percent and 8 percent, respectively, as
compared to the corresponding periods in the prior fiscal year. The increase for
the three and nine months ended was led by Cardiac Rhythm Management with growth
in TYRX antibacterial envelopes, CRT-Ds, CRT-P's, and cardiac pacing therapies
due to Micra and transvenous pacemakers. Cardiac Ablation Solutions also led
growth for both periods with strong sales of Arctic Front cryoablation systems.
For both periods, the net sales growth was partially offset by a decline of
Medtronic HVAD System net sales as a result of our June 2021 decision to stop
the distribution and sale of the system.

Structural Heart & Aortic (SHA) net sales for the three and nine months ended
January 28, 2022 increased 1 percent and 9 percent, respectively, as compared to
the corresponding periods in the prior fiscal year. The increase in both periods
was led by growth in transcatheter aortic valve replacement (TAVR) net sales as
a result of continued adoption of the CoreValve Evolut. Cardiac Surgery also
contributed to the net increase in sales for both periods as a result of
broad-based growth across the business, particularly from strong sales of
Extra-Corporeal Life Support (ECLS) devices. For the three months ended
January 28, 2022, these increases were partially offset by declines within
Aortic caused by field corrective actions (FCA) and COVID-19 challenges. The
most notable field corrective actions were for the Valiant Navion Thoracic Stent
Graft System FCA issued in the fourth quarter of fiscal year 2021 and the
Endurant and Endurant II/IIs Stent Graft Systems FCA issued in the third quarter
of fiscal year 2022.

                                       37
--------------------------------------------------------------------------------

Coronary & Peripheral Vascular (CPV) net sales for the three and nine months
ended January 28, 2022 was flat and increased 6 percent, respectively, as
compared to the corresponding periods in the prior fiscal year. The increase in
nine months ended was led by growth in Peripheral Vascular Health driven by
strong performance of the recently launched Abre venous self-expanding stent
system for Deep Venous disease, as well as our superficial venous product
portfolio, including the VenaSeal and ClosureFast systems. For the three months
ended, the aforementioned strengths in Peripheral Vascular Health and
superficial venous product portfolio did experience increases however, net sales
were flat due to impacts of COVID-19.

In addition to the general impacts of COVID-19 on our Company as described in
the Executive Level Overview, looking ahead, we expect Cardiovascular could be
affected by the following:

•Continued growth of our Micra transcatheter pacing system. Micra AV received
U.S. FDA approval and CE Mark approval in January and April 2020, respectfully.
The Micra AV launched in Japan in November and expands the Micra target
population from 15 percent to 45 percent of pacemaker patients.

•Continued acceptance and growth from the Azure XT and S SureScan pacing systems. Azure pacemakers feature Medtronic-exclusive BlueSync technology, which enables automatic, secure wireless remote monitoring with increased device longevity.



•Growth of the Cobalt and Crome portfolio of ICDs and CRT-Ds. These devices
received CE Mark approval during the fourth quarter of fiscal year 2020 and U.S.
FDA approval during the first quarter of fiscal year 2021.

•Continued acceptance and expansion of the Claria MRI CRT-D system with EffectivCRT Diagnostic and EffectivCRT During AF Algorithm.



•Continued acceptance and expansion of the LINQ II cardiac monitor. Supply for
the LINQ II cardiac monitor is improving as we continue to ramp our wafer scale
manufacturing. During the third quarter of fiscal year 2022, we launched two
AccuRhythm AI algorithms on the LINQ II platform to significantly reduce false
positive alerts for Atrial Fibrillation and Pause while retaining sensitivity
for true positive detection and reduce clinic workload and burden.

•Growth of the CRT-P quadripolar pacing system.

•Continued growth, adoption, and utilization of the TYRX Envelope for implantable devices driven by the favorable results of the WRAP-IT clinical study.



•Continued acceptance and market expansion of Arctic Front cryoablation for
treatment of atrial fibrillation. In June 2021, the Arctic Front cryoablation
system received a first line therapy designation from the U.S. FDA for the
treatment of atrial fibrillation.

•Continued acceptance and growth of the self-expanding CoreValve Evolut
transcatheter aortic valve replacement platform into intermediate risk
indication globally and for the treatment of patients determined to be at low
risk with surgery. The Platform received both CE Mark for low risk and bicuspid
labeling indication in Europe during the first quarter of fiscal year 2021. In
August 2020, the U.S. FDA approved revised commercial labeling for the platform
that modified a precaution for the treatment of patients at low risk.

•Continued expansion and training of field support to increase coverage in the U.S. centers performing TAVR procedures.



•Continued acceptance and growth from Evolut PRO, which provides
industry-leading hemodynamics, reliable delivery, and advanced sealing with an
excellent safety profile. In August 2021, the U.S. FDA approved the Evolut FX
TAVR, a system enhancement designed to improve the overall procedural experience
through enhancements in deliverability, implant visibility and deployment
stability. During the third quarter, Evolut PRO received NMPA approval within
China.

•Continued acceptance and growth from the VenaSeal Closure System in the U.S.
The VenaSeal Closure 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 of the Abre venous self-expanding stent system
in the U.S. as well as pressure from competitors re-entering the market. Abre is
designed for the unique challenges of venous disease. It offers easy deployment,
to let physicians focus on their patient, and delivers demonstrated endurance,
to give patients freedom of movement.

•Our voluntary recall of the Valiant Navion Thoracic Stent Graft System and our
ability to ramp production of our previous generation product, the Valiant
Captivia Thoracic Stent Graft System. We are currently ramping production of the
Valiant Captivia Thoracic Stent Graft System and plan to reach full production
capacity in the fourth quarter of fiscal year 2022.

                                       38
--------------------------------------------------------------------------------

•Our June 2021 decision to stop the distribution and sale of the Medtronic HVAD
System in light of a growing body of observational clinical comparisons
indicating a lower frequency of neurological adverse events and mortality with
another circulatory support device available to patients compared to the HVAD
System.

•Our ability to successfully develop, obtain regulatory approval of and
commercialize the products within our pipeline, which include the Symplicity
Spyral Multi-Electrode Renal Denervation Catheter, Pulse Field Ablation, a novel
energy source that is non-thermal, Aurora Extravascular ICD and transcatheter
mitral and tricuspid therapy products led by our Intrepid system.

Medical Surgical



Medical Surgical'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 products, surgical
stapling devices, vessel sealing instruments, wound closure, electrosurgery
products, hernia mechanical devices, mesh implants, advanced ablation,
interventional lung, ventilators, airway products, renal care products, and
sensors and monitors for pulse oximetry, capnography, level of consciousness and
cerebral oximetry. Medical Surgical's net sales for the three and nine months
ended January 28, 2022 were $2.3 billion and $6.9 billion, respectively, a
decrease of 1 percent and an increase of 8 percent, respectively, as compared to
the corresponding periods in the prior fiscal year. Currency had an unfavorable
impact of $51 million and a favorable impact of $34 million on net sales for the
three and nine months ended January 28, 2022, respectively. Medical Surgical's
net sales decrease for the three months ended January 28, 2022 was primarily
driven by a decline in ventilator sales due to the high COVID-19 demand in the
corresponding period in the prior year. These declines were partially offset by
growth experienced in most businesses due to COVID-19's impact in the
corresponding period in the prior year. The net sales increase for the nine
months ended January 28, 2022 was primarily due to the recovery of global
procedure volumes from the declines experienced in the corresponding period in
the prior year.

The graphs below illustrate the percent of Medical Surgical net sales by division for the three months ended January 28, 2022 and January 29, 2021:

[[Image Removed: mdt-20220128_g9.jpg]][[Image Removed: mdt-20220128_g10.jpg]]



Surgical Innovations (SI) net sales for the three and nine months ended
January 28, 2022 increased 7 percent and 17 percent, respectively, as compared
to the corresponding periods in the prior fiscal year. Net sales growth for the
three and nine months ended January 28, 2022 was led by Advanced Surgical
instruments, driven by the continued adoption of the Company's LigaSure,
Sonicision, and Tri-Staple technologies, and Hernia and Wound Management.

Respiratory, Gastrointestinal, & Renal (RGR) net sales for the three and nine
months ended January 28, 2022 decreased 13 percent and 6 percent, respectively,
as compared to the corresponding periods in the prior fiscal year. RGR net sales
declines for both periods were largely due to declines in ventilator demands
when compared to the corresponding periods in the prior year as demand continues
to normalize towards pre-pandemic levels. These declines were partially offset
by growth in Renal Care Solutions, Patient Monitoring Nellcor pulse oximetry
system, as well as in Gastrointestinal, driven by the esophageal product
portfolio and PillCam capsule endoscopy.
                                       39
--------------------------------------------------------------------------------

In addition to the general impacts of COVID-19 on our Company as described in
the Executive Level Overview, looking ahead we expect Medical Surgical 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 (minimally invasive
surgery). 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 powered stapling and energy platform.

•Our ability to execute ongoing strategies in order to address the competitive pressure of reprocessing of our vessel sealing disposables and growth of surgical soft tissue robotics procedures in the U.S.



•Our ability to create markets and drive products 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 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.

•Continued elevation of the standard of care for respiratory compromise, a progressive condition impacting a patient's ability to breathe effectively, which leverages our market leading MicroStream capnography technology.



•Continued acceptance and growth in patient monitoring, airway, and ventilation
management. Key products in this area include the Puritan Bennett 980
ventilator, Microstream Capnography, Nellcor pulse oximetry system with OxiMax
technology, Shiley tracheostomy and endotracheal tubes, McGRATH MAC video
laryngoscopes, as well as the SonarMed Airway Monitoring System for the NICU
that was launched in the U.S during the first quarter of fiscal year 2022.

•Continued and future acceptance of less invasive standards of care in
Gastrointestinal and Hepatology products, including the areas of GI Diagnostic
and Therapeutic product lines. Recently launched products include the PillCam
COLON capsule endoscopy, the Barrx platform through ablation with the Barrx 360
Express catheter, Endoflip imaging systems, 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 our Illumisite navigation platform, combined with our portfolio of
biopsy tools including the Arcpoint pulmonary needle, and to access lesions
outside the airway, the CrossCountry transbronchial access tool. This
comprehensive portfolio gives the power to display position and access lung
nodules in the periphery of the lungs, in 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.

•Continued future growth internationally for the Hugo robotic assisted surgery
(RAS) system for urologic, gynecologic, and general surgery procedures as well
as for our easy-to-access Touch Surgery Enterprise surgical video system. The
Hugo RAS system, which received CE Mark in October 2021 as well as additional
regulatory approvals in Canada, Australia, and Israel during the third quarter
of fiscal year 2022, is designed to help reduce unwanted variability, improve
patient outcomes, and by extension, lower per procedure cost.

•Our ability to successfully develop, obtain regulatory approval of and commercialize the products within our pipeline, which include our Hugo RAS system in the U.S., our NextGen McGrath MAC video laryngoscopes, Signia power stapling devices, and our Ligasure and Sonicion vessel sealing devices.

Neuroscience



Neuroscience's products include various spinal implants, bone graft substitutes,
biologic products, image-guided surgery and intra-operative imaging systems,
robotic guidance systems used in the robot-assisted spine procedures, and
systems that incorporate advanced energy surgical instruments. Neuroscience's
products also focus on the treatment of overactive bladder, urinary retention,
fecal incontinence, gastroparesis, as well as products to treat ear, nose, and
throat (ENT), and therapies to treat the diseases of the vasculature in and
around the brain, including coils, neurovascular stents and flow diversion
products. Neuroscience also manufactures products related to implantable

                                       40
--------------------------------------------------------------------------------

neurostimulation therapies and drug delivery systems for the treatment of
chronic pain, movement disorders, and epilepsy. Neuroscience's net sales for the
three and nine months ended January 28, 2022 were $2.1 billion and $6.5 billion,
respectively, an increase of 1 percent and 10 percent, respectively, as compared
to the corresponding periods in the prior fiscal year. Currency had an
unfavorable impact of $21 million and a favorable impact of $37 million on net
sales for the three and nine months ended January 28, 2022, respectively.
Neuroscience's net sales were relatively flat for the three months ended
January 28, 2022, with growth experienced in emerging markets partially offset
by declines due to pandemic-driven procedural slowdowns particularly in the U.S.
The net sales growth for the nine months ended January 28, 2022 was primarily
due to the recovery of global procedure volumes from the declines experienced in
the corresponding period in the prior year.

The graphs below illustrate the percent of Neuroscience net sales by division for the three months ended January 28, 2022 and January 29, 2021:

[[Image Removed: mdt-20220128_g11.jpg]][[Image Removed: mdt-20220128_g12.jpg]]



Cranial and Spinal Technologies (CST) net sales growth for the three and nine
months ended January 28, 2022 increased 2 percent and 6 percent, respectively,
as compared to the corresponding periods in the prior fiscal year. For both
periods, Neurosurgery experienced growth from strong sales of Midas Rex powered
surgical instruments, and Advanced Energy. The growth in CST for both periods
was also led by Spine and Biologics due to the recovery of global procedural
volumes in the U.S., Japan, and Western Europe when compared to the
corresponding period in the prior year. StealthStation Navigation and O-arm
imaging surgery also contributed to growth for the nine months ended January 28,
2022.

Specialty Therapies (Specialty) net sales for the three and nine months ended
January 28, 2022 increased 2 percent and 15 percent, respectively, as compared
to the corresponding periods in the prior fiscal year. The increase for both
periods was driven by growth in Neurovascular led by flow diversion and liquid
embolic products. ENT experienced worldwide growth for the nine months ended
January 28, 2022, including strong performance outside the U.S. in power,
navigation, and monitoring, partially offset by declines driven by supply chain
disruptions in disposables for the three months ended January 28, 2022. For the
three months ended January 28, 2022, Pelvic Health experienced net sales decline
due to COVID-19 impacts on procedural volumes. For the nine months ended
January 28, 2022, Pelvic Health saw growth led by sales of the recently launched
InterStim Micro neurostimulator and SureScan MRI leads.

Neuromodulation (NM) net sales for the three and nine months ended January 28,
2022 decreased 4 percent and increased 12 percent, respectively, as compared to
the corresponding periods in the prior fiscal year. Net sales for both periods
were impacted by growth within Brain Modulation with strong performance in the
Percept PC deep brain stimulation (DBS) device with BrainSense technology. For
the nine months ended January 28, 2022, the increase was also driven by Pain
Stim and Pain Therapies, largely due to performance of recent product launches.
For the three months ended January 28, 2022, Pain Stim, Pain Therapies, and
Interventional offset the sales growth with declines in the U.S and Western
Europe primarily due to COVID-19 procedural slowdowns.

                                       41
--------------------------------------------------------------------------------

In addition to the general impacts of COVID-19 on our Company as described in the Executive Level Overview, looking ahead we expect Neuroscience could be affected by the following:

•Continued growth from Enabling Technologies, including StealthStation and O-arm Imaging Systems, Midas, and ENT Navigation and Power Systems, as well as acceptance of the Stealth Autoguide cranial robotic guidance platform.

•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.

•Continued growth from spine titanium interbody implants.



•Continued adoption 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, as
well as AI-driven surgical planning, personalized spinal implants, and
robot-assisted surgery due to the newly acquired Medicrea technologies.

•Market acceptance and continued global adoption of innovative new spine products and procedural solutions within our CST division, such as our Infinity OCT System and Prestige LP cervical disc system.

•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 acceptance and growth of our ENT and Pelvic Health therapies within
our Specialty Therapies division, including our InterStim therapy with InterStim
II, InterStim Micro and InterStim X neurostimulators for the treatment of the
symptoms of overactive bladder, urinary retention, and bowel incontinence, and
capital equipment sales of the Stealth Station ENT surgical navigation system
and intraoperative NIM nerve monitoring system.

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

•Continued acceptance of our React Catheter and Riptide aspiration system, along with our next-generation Solitaire revascularization device.



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

•Continued acceptance and growth of our Percept PC DBS device with BrainSense
technology, including its treatment of Parkinson's Disease, epilepsy, and other
movement disorders.

•Market acceptance and growth from SCS therapy for treating Diabetic Peripheral Neuropathy (DPN) on Intellis rechargeable neurostimulator and Vanta recharge-free neurostimulator which recently received U.S. FDA approval.



•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 2017 and its warning letter in November 2017.

•Our ability to successfully develop, obtain regulatory approval of and
commercialize the products within our pipeline, which include our closed-loop
Percept PC and RC devices with adaptive DBS (aDBS) within Neuromodulation, as
well as our hemorrhagic stroke intravascular device within Specialty Therapies,
and our next-generation spine enabling technologies within CST.

Diabetes



Diabetes' products include insulin pumps, continuous glucose monitoring (CGM)
systems, consumables, and smart insulin pen systems. Diabetes' net sales for the
three and nine months ended January 28, 2022 were $584 million and $1.7 billion,
respectively, a decrease of 7 percent and 1 percent, respectively, as compared
to the corresponding periods in the prior fiscal year. Currency had an
unfavorable impact of $12 million and favorable impact of $17 million on net
sales for the three and nine months ended January 28, 2022, respectively.
Diabetes' net sales decline for both periods was primarily attributable to
declines in the U.S. partially offset by growth in the international markets in
integrated CGM.
                                       42
--------------------------------------------------------------------------------

In addition to the general impacts of COVID-19 on our Company as described in
the Executive Level Overview, looking ahead we expect Diabetes could be affected
by the following:

•Patient demand for the MiniMed 770G insulin pump system, which launched in the
U.S. in November 2020 and in Japan in January 2022. The system is powered by
SmartGuard technology and features the added benefits of smartphone connectivity
and an expanded age indication to children as young as age two.

•Continued future growth internationally for the MiniMed 780G insulin pump
system. The MiniMed 780G system was approved in the E.U. in June 2020 and has
launched in over 40 countries on four continents outside the U.S. The global
adoption of sensor-augmented insulin pump systems has resulted in strong sensor
attachment rates.

•Continued acceptance and growth of the Guardian Connect CGM system which displays glucose information directly to a smartphone to help ensure patients have access to their glucose levels seamlessly and discretely. The Guardian Connect CGM system is available on both Apple iOS and Android devices.



•Strengthening our position in the diabetes market as a result of the September
2020 acquisition of Companion Medical. Companion Medical offered a U.S. FDA
cleared InPen smart pen system that combines the freedom of a reusable Bluetooth
pen with the intelligence of an intuitive mobile application that helps users
administer the appropriate insulin dose. During the third quarter of fiscal year
2021, we integrated our CGM data into the InPen Application, which allows users
to have their Medtronic CGM readings in real-time alongside insulin dose
information, all in one view.

•Continued pump and CGM competition in an expanding global market.

•Changes in medical reimbursement policies and programs, along with additional payor coverage on insulin pumps.



•Resolution of findings contained in a December 2021 U.S. FDA warning letter
relating to the MiniMed 600 series insulin pump and a remote controller device
for MiniMed 508 and Paradigm pumps. We are currently working with the U.S. FDA
to resolve the findings. The existence of the warning letter may limit our
ability to launch certain new Diabetes products in the U.S. prior to resolution
of the findings.

•Our ability to successfully develop, obtain regulatory approval of and
commercialize the products within our pipeline, which include our MiniMed 780G
insulin pump and the Guardian 4 sensor, which have been submitted to the U.S.
FDA. These technologies feature our next-generation algorithms by further
automating insulin delivery.

                                       43
--------------------------------------------------------------------------------

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 for
the three and nine months ended January 28, 2022 and January 29, 2021:

                    [[Image Removed: mdt-20220128_g13.jpg]]

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 28, 2022 was $2.5 billion and $7.6 billion, respectively, as compared to
$2.6 billion and $7.8 billion for the corresponding periods in the prior fiscal
year. The decrease in cost of products sold as a percentage of net sales for
both periods was largely due to higher expenses in the prior year comparable
periods as a result of COVID-19. During the three and nine months ended
January 29, 2021, the conditions of the pandemic resulted in period expensing
some of our fixed overhead costs, increases in our reserves in our excess and
obsolete inventory, as well as negative impact from mix, as products in higher
demand had lower gross margins. The decrease was also attributable to charges
from field correction actions in the prior year. The nine months ended
January 28, 2022 included $58 million of inventory write-downs associated with
our June 2021 decision to stop the distribution and sale of Medtronic's HVAD
System (MCS charges). Looking forward, our cost of products sold likely will be
further negatively impacted by inflation and higher labor and direct material
costs.

Research and Development Expense We remain committed to deliver the best
possible experiences for every patient, physician, and caregiver we serve; to
create technologies that expand what's possible across the entire human body to
transform lives; to turn data and insights into real action to serve real
patient needs, dramatically improving care; and to expand healthcare access and
deliver positive outcomes that go far beyond our products. Research and
development expense for the three and nine months ended January 28, 2022 was
$668 million and $2.1 billion, respectively, as compared to $601 million and
$1.9 billion, respectively, for the corresponding periods in the prior fiscal
year. The nine months ended January 28, 2022 included $101 million of
acquisitions of, and license payments for, unapproved technology, primarily in
our Diabetes segment.

Selling, General, and Administrative Expense Our goal is to continue to leverage
selling, general, and administrative expense initiatives. Selling, general, and
administrative expense primarily consists of salaries and wages, other
administrative costs, such as professional fees and marketing expenses, and
certain acquisition and restructuring expenses. Selling, general, and
administrative expense for the three and nine months ended January 28, 2022 was
$2.6 billion and $7.7 billion, as compared to $2.5 billion and $7.6 billion for
the corresponding periods in the prior fiscal year. The increase in selling,
general, and administration as a percentage of net sales for the three months
ended was primarily driven by increased employee travel as compared to the
corresponding period in the prior year where travel was limited. The decrease in
selling, general, and administrative expense as a percentage of net sales for
the nine months ended was primarily driven by net sales growth as a result of
the recovery of procedural volumes partially offset by increases in employee
travel and professional services.

                                       44
--------------------------------------------------------------------------------

The following is a summary of other costs and expenses (income):


                                                       Three months ended                       Nine months ended
                                                January 28,         January 29,          January 28,          January 29,
(in millions)                                      2022                 2021                 2022                2021
Amortization of intangible assets              $      432          $       453          $     1,298          $    1,337
Restructuring charges, net                             12                   83                   32                 235
Certain litigation charges, net                        35                  122                   95                 118
Other operating (income) expense, net                 (63)                  82                  719                 116
Other non-operating income, net                       (67)                 (86)                (244)               (233)
Interest expense                                      137                  143                  410                 783


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.

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. Further program details are described in Note 4 to the
consolidated financial statements included in the Company's Annual Report on
Form 10-K for the fiscal year ended April 30, 2021.

Since inception, the Company has incurred pre-tax exit and disposal costs and
other costs, across all segments, of $1.5 billion in connection with the
Enterprise Excellence program. In total, the Company estimates it will recognize
approximately $1.6 billion to $1.8 billion of exit and disposal costs and other
costs related to the Enterprise Excellence program, the majority of which are
expected to be incurred by the end of this fiscal year.

For the three and nine months ended January 28, 2022, we recognized net charges
of $65 million and $201 million, respectively, associated with our Enterprise
Excellence Program, including $11 million and $25 million, respectively,
recognized within restructuring charges, net in the consolidated statements of
income primarily comprised of employee termination benefits. Net charges for the
three and nine months ended January 28, 2022 also included costs incurred as a
direct result of the restructuring program, such as salaries for employees
supporting the program and consulting expenses, including $26 million and $90
million, respectively, recognized within cost of products sold and $28 million
and $85 million, respectively, recognized within selling, general, and
administrative expense in the consolidated statements of income.

For the three and nine months ended January 29, 2021, we recognized net charges
of $77 million and $241 million, respectively, associated with our Enterprise
Excellence Program, including $11 million and $21 million, respectively,
recognized within restructuring charges, net in the consolidated statements of
income primarily comprised of employee termination benefits. Net charges for the
three and nine months ended January 29, 2021 also included costs incurred as a
direct result of the restructuring program, such as salaries for employees
supporting the program and consulting expenses, including $36 million and $95
million, respectively, recognized within cost of products sold, and $30 million
and $125 million, respectively, recognized within selling, general and
administrative expense in the consolidated statements of income.

Simplification



In the first quarter of fiscal year 2021, we initiated our Simplification
restructuring program, designed to make the Company a more nimble and
competitive organization. Further program details are described in Note 4 to the
consolidated financial statements included in the Company's Annual Report on
Form 10-K for the fiscal year ended April 30, 2021.

Since inception, the Company has incurred pre-tax exit and disposal costs and
other costs, across all segments, of $307 million in connection with the
Simplification program. In total, the Company estimates it will recognize
approximately $400 million to $450 million of exit and disposal costs and other
costs related to the Simplification program, the majority of which are expected
to be incurred by the end of this fiscal year.

For the three and nine months ended January 28, 2022, we recognized net charges
of $15 million and $39 million, respectively, including $3 million and $11
million, respectively, recognized within restructuring charges, net in the
consolidated statements of income primarily comprised of employee termination
benefits. Net charges for the three and nine months ended January 28, 2022 also
included costs incurred as a direct result of the restructuring program, such as
salaries for employees supporting the program and consulting expenses, including
                                       45
--------------------------------------------------------------------------------

$12 million and $28 million, respectively, recognized within selling, general and administrative expense in the consolidated statements of income.



For the three and nine months ended January 29, 2021, we recognized net charges
of $84 million and $229 million, respectively, including $73 million and $215
million, respectively, recognized within restructuring charges, net in the
consolidated statements of income primarily comprised of employee termination
benefits. For the nine months ended January 29, 2021, the net charges included
$97 million of incremental defined benefit pension and post-retirement related
expenses for employees that accepted voluntary early retirement packages within
restructuring charges, net in the consolidated statements of income. Net charges
for the three and nine months ended January 29, 2021 also included costs
incurred as a direct result of the restructuring program, such as salaries for
employees supporting the program and consulting expenses, including $11 million
and $14 million, respectively, recognized within selling, general and
administrative expense in the consolidated statements of income.

For additional information about our restructuring programs, refer to Note 5 to the current period's consolidated financial statements.



Certain Litigation Charges, Net We classify litigation charges and gains related
to significant legal matters as certain litigation charges. Information
regarding certain litigation charges, net is included in Note 16 to the current
period's consolidated financial statements.

Other Operating (Income) Expense, Net Other operating (income) expense, net
primarily includes royalty income and expense, currency remeasurement and
derivative gains and losses, Puerto Rico excise taxes, changes in the fair value
of contingent consideration, changes in amounts accrued for certain contingent
liabilities for a past acquisition, MCS charges, and income from funded research
and development arrangements.

For the three months ended January 28, 2022, the change in other operating
(income) expense, net is primarily attributable to changes in fair value of
contingent consideration, which resulted in $81 million of income for the three
months ended January 28, 2022 as compared to $11 million of expense in the
corresponding period in the prior year. Additionally, the change is driven by
the net currency impact of remeasurement expense and our hedging programs, which
resulted in a net gain of $42 million combined for the three months ended
January 28, 2022 as compared to a net loss of $21 million for the corresponding
period in the prior year.

For the nine months ended January 28, 2022, the change in other operating
(income) expense, net was primarily driven by MCS charges recorded during the
three months ended July 30, 2021. The charges of $668 million primarily included
$409 million of intangible asset impairments and $211 million for commitments
and obligations, including customer support obligations, restructuring, and
other associated costs. Additionally, the change is due to changes in fair value
of contingent consideration, which resulted in $97 million of income for the
nine months ended January 28, 2022 as compared to $36 million of expense in the
corresponding period in the prior year. Finally, also contributing to the change
was a change in amounts accrued for certain contingent liabilities for a past
acquisition resulting in a $132 million gain for the nine months ended
January 29, 2021. Additional information regarding the MCS charges is included
in Note 5 Restructuring and Other Costs.

Other Non-Operating Income, Net Other non-operating income, net includes the
non-service component of net periodic pension and postretirement benefit cost,
investment gains and losses, and interest income.

For the three months ended January 28, 2022, the decrease in other non-operating
income, net is primarily attributable to losses on our minority investment
portfolio of $2 million for the three months ended January 28, 2022 as compared
to gains of $18 million in the corresponding period in the prior year. The
increase in other non-operating income, net for the nine months ended
January 28, 2022 when compared to the corresponding in the prior year is
primarily attributable to gains on our equity method and minority investment
portfolios partially offset by a decrease in interest income. Gains on equity
method and minority investments were $36 million and $24 million for the nine
months ended January 28, 2022 and January 29, 2021, respectively. Interest
income was $134 million and $144 million for the nine months ended January 28,
2022 and January 29, 2021, respectively.

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 charges recognized in connection with the tender and
early redemption of senior notes. The decrease in interest expense for the nine
months ended January 28, 2022 was primarily due to the $308 million charge
incurred as a result of the early redemption of approximately $6.0 billion of
debt during the three months ended October 30, 2020.
                                       46
--------------------------------------------------------------------------------


INCOME TAXES
                                                            Three months ended                                      Nine months ended
(in millions)                                 January 28, 2022              January 29, 2021          January 28, 2022             January 29, 2021
Income tax provision (benefit)               $          106                $          (59)           $          346               $           65
Income before income taxes                            1,589                         1,220                     3,915                        2,329
Effective tax rate                                      6.7   %                      (4.8)   %                  8.8   %                      2.8    %

Non-GAAP income tax provision                $          262                $          234            $          806               $          593
Non-GAAP income before income taxes                   2,112                         1,993                     6,365                        4,576
Non-GAAP Nominal Tax Rate                              12.4   %                      11.7    %                 12.7   %                     13.0    %

Difference between the effective tax rate
and Non-GAAP Nominal Tax Rate                           5.7   %                      16.5    %                  3.9   %                     10.2    %


Our effective tax rate for the three and nine months ended January 28, 2022 was
6.7 percent and 8.8 percent, respectively, as compared to (4.8) percent and 2.8
percent for the three and nine months ended January 29, 2021, respectively. The
increase in our effective tax rate for the three and nine months ended
January 28, 2022, as compared to the corresponding periods in the prior fiscal
year, was primarily due to the impact of year-over-year changes in operational
results by jurisdiction, the $106 million net tax benefit associated with the
resolution of an audit at the IRS Appellate level for fiscal years 2012 through
2014, and the $83 million benefit related to the capitalization of certain
research and development costs for U.S. income tax purposes recorded during the
three and nine months ended January 29, 2021 as compared to the $82 million net
deferred tax benefit associated with a step up in tax basis for Swiss Cantonal
purposes recorded during the three and nine months ended January 28, 2022.

Our Non-GAAP Nominal Tax Rate for the three and nine months ended January 28,
2022 was 12.4 percent and 12.7 percent, respectively, as compared to 11.7
percent and 13.0 percent for the three and nine months ended January 29, 2021,
respectively. The change in our Non-GAAP Nominal Tax Rate was primarily due to
the impact of 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 28,
2022 of approximately $21 million and $64 million, respectively.

LIQUIDITY AND CAPITAL RESOURCES



We are currently in a strong financial position, and we believe our balance
sheet and liquidity as of January 28, 2022 provide us with flexibility, and our
cash, cash equivalents, and current investments, along with our credit facility
and related commercial paper programs will satisfy our foreseeable operating
needs.

Our liquidity and capital structure are evaluated regularly within the context
of our annual operating and strategic planning processes. 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.

© Edgar Online, source Glimpses