美敦力 2024年度报告

FORM10-K Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934.For the fiscal year endedApril25, 2025. Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.For the transition period from __________ to __________ Commission File No.1-36820 (Exact name of registrant as specified in its charter) Ireland 98-1183488 (I.R.S. Employer Identification No.) (State or other jurisdiction of incorporation or organization) Building Two, Parkmore Business Park WestGalway,Ireland(Address of principal executive offices)+3531438-1700(Registrant's telephone number, including area code) Securities registered pursuant to section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of1934 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 filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growthcompany" in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☐Emerging growth company☐ Large accelerated filer☒Non-accelerated filer☐ Ifanemerginggrowthcompany,indicatebycheckmarkiftheregistranthaselectednottousetheextendedtransition period for complying with any newor revised financial accounting standards provided pursuant to Section13(a)oftheExchangeAct.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐ Aggregate market value of voting and non-voting common equity of Medtronic plc held by non-affiliates of the registrant as of October 25, 2024, based onthe closing price of $90.59 as reported on the New York Stock Exchange: approximately $116.2billion. Number of Ordinary Shares outstanding onJune17, 2025:1,281,264,703 DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for its 2025 Annual General Meeting are incorporated by reference into Part III hereof. PART I 1.Business1A.Risk Factors1B.Unresolved Staff Comments1C.Cybersecurity2.Properties3.Legal Proceedings4.Mine Safety DisclosuresPART II5.Market for Medtronic’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities6.(Reserved)7.Management’s Discussion and Analysis of Financial Condition and Results of Operations7A.Quantitative and Qualitative Disclosures About Market Risk8.Financial Statements and Supplementary DataReport of Independent Registered Public Accounting Firm(PCAOB ID238)Consolidated Financial StatementsNotes to Consolidated Financial Statements9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure9A.Controls and Procedures9B.Other Information9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionPART III10.Directors, Executive Officers, and Corporate Governance11.Executive Compensation12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters13.Certain Relationships and Related Transactions, and Director Independence14.Principal Accounting Fees and ServicesPART IV15.Exhibits and Financial Statement Schedules16.Form 10-K SummarySignatures CAUTIONARY NOTE REGARDING