v3.26.1
Acquisitions, Dispositions, and Funded Research and Development Arrangements
 3 Months Ended
Jul. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions, Dispositions, and Funded Research and Development Arrangements Acquisitions, Dispositions, and Funded Research and Development Arrangements
Acquisition Activity
During the three months ended July 31, 2026 and the fiscal year ended April 24, 2026, the Company had acquisitions that were accounted for as business combinations. 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 results of operations of acquired businesses have been included in the Company’s condensed consolidated statements of income since the date each business was acquired. The results of operations of acquired businesses and the pro forma impact of the acquisitions during the three months ended July 31, 2026 and fiscal year 2026 were not material, either individually or in the aggregate. For the three months ended July 31, 2026 and the fiscal year ended April 24, 2026, purchase price allocation adjustments were not material.
Fiscal Year 2027
Scientia Vascular
On June 12, 2026, the Company closed on the acquisition of all outstanding shares of Scientia Vascular (Scientia), a privately held company. The acquisition expands the Specialty Therapies division within the Neuroscience Portfolio through Scientia’s differentiated access products used to treat complex neurovascular conditions. Contingent consideration liabilities recognized in connection with the acquisition are comprised of product development and revenue-based milestones.
SPR Therapeutics, Inc.
On July 16, 2026, the Company acquired all outstanding equity of SPR Therapeutics, Inc (SPR), a privately held medical technology company. The acquisition expands the Neuromodulation division within the Neuroscience Portfolio with temporary peripheral nerve stimulation (PNS) technology, enabling earlier intervention for chronic pain sufferers.
The following tables summarize the preliminary fair value of consideration transferred and the preliminary fair values of the assets acquired and liabilities assumed:
(in millions)ScientiaSPR
Cash consideration paid at closing$527 $654 
Fair value of contingent consideration123 — 
Total consideration transferred651 654 
Settlement of debt and accrued interest30 — 
Total purchase price$681 $654 
(in millions)ScientiaSPR
Current assets (excluding inventory)$21 $27 
Inventory33 31 
Total current assets54 58 
Property, plant, and equipment, net23 2 
Goodwill511 422 
Other intangible assets278 241 
Other noncurrent assets8 8 
Total assets acquired874 731 
Other current liabilities7 13 
Accrued income taxes145 — 
Total current liabilities151 13 
Deferred tax liabilities— 59 
Other noncurrent liabilities42 4 
Total liabilities assumed193 77 
Net assets acquired$681 $654 
Goodwill for the Scientia and SPR acquisitions was assigned to the Neuroscience Portfolio and is not deductible for tax purposes. The fair value of intangible assets acquired was determined using the income approach, which requires the Company 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, and the assessment of the asset's life cycle. For Scientia, the other intangible assets acquired primarily consists of $109 million of technology-based intangible assets with useful lives ranging from 6 years to 9 years, $155 million of customer-based intangible assets with useful lives of 18 years, and $13 million of in-process research and development. For SPR, the other intangible assets acquired primarily consists of $225 million of technology-based intangible assets with estimated useful lives of 15 years and $15 million of customer-based intangible assets with estimated useful lives of 4 years.
Fiscal Year 2026
CathWorks Ltd.
On April 20, 2026, the Company acquired all the remaining outstanding shares of CathWorks Ltd. (CathWorks), a privately held medical device company. The acquisition expands the Interventional Cardiology division within the Cardiovascular Portfolio by aiming to transform how coronary artery disease is diagnosed and treated.
Prior to the acquisition, the Company held an existing 15% equity interest in CathWorks, a debt investment in CathWorks, and an option to acquire the remaining 85% equity interest. On February 3, 2026, the Company exercised its option to acquire the remaining equity interest in CathWorks. This acquisition was accounted for as a step acquisition at the time of closing. Accordingly, the Company allocated the purchase price of the acquired company to the net tangible assets and intangible assets acquired based upon their preliminary estimated fair values. The Company remeasured the previously held equity interest in CathWorks to its fair value based upon a valuation of the acquired business which was developed using an income approach valuation model. This approach determines fair value based on cash flow projections which are discounted to present value using a risk-adjusted rate of return. The Company remeasured its previously held equity interest to fair value, resulting in a gain of $45 million, representing the difference between the carrying amount of the investment and its fair value at the acquisition date, within other non-operating expense (income), net in the consolidated statements of income during fiscal year 2026. Contingent consideration liabilities recognized in connection with the acquisition are based on future revenue achievements of the acquired business.
The following tables summarize the preliminary fair value of consideration transferred and the preliminary fair values of the assets acquired and liabilities assumed:
(in millions)
Cash consideration paid at closing$410 
Fair value of contingent consideration115 
Total consideration transferred525
Fair value of previously held equity interest in CathWorks93 
Settlement of debt and accrued interest due from CathWorks88 
Settlement of pre-existing relationships12 
Total purchase price$718 
(in millions)
Current assets$17 
Property, plant, and equipment, net11 
Goodwill555 
Other intangible assets200 
Other assets1 
Total assets acquired784 
Current liabilities7 
Accrued income taxes38 
Total current liabilities45 
Deferred tax liabilities21 
Other noncurrent liabilities1 
Total liabilities assumed66 
Net assets acquired$718 
Goodwill was assigned to the Company’s Cardiovascular Portfolio and is not deductible for tax purposes. The other intangible assets acquired consists of purchased technology and has an estimated useful life of ten years.
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 (income), net in the condensed consolidated statements of income.
The fair value of contingent consideration liabilities at July 31, 2026 and April 24, 2026 was $275 million and $163 million, respectively. At July 31, 2026, $111 million was recorded in other accrued expenses and $164 million was recorded in other liabilities on the condensed consolidated balance sheets. At April 24, 2026, $32 million was reflected in other accrued expenses and $131 million was reflected in other liabilities on the condensed consolidated balance sheets.
The following table provides a reconciliation of the beginning and ending balances of contingent consideration liabilities:
Three months ended
(in millions)July 31, 2026
Beginning balance$163 
Purchase price contingent consideration123 
Purchase price allocation adjustments3 
Payments(14)
Ending balance$275 
The roll-forward activity of contingent consideration liabilities for the three months ended July 25, 2025 was not material.
The recurring Level 3 fair value measurements of contingent consideration for which a liability is recorded include the following significant unobservable inputs:
(in millions)Fair Value at July 31, 2026Unobservable InputRange
Weighted Average (1)
Revenue and other performance-based payments$220 Discount rate
7.8% - 28.2%
11.1%
Projected fiscal year of payment
2027 - 2031
2029
Product development and other milestone-based payments$55 Discount rate
5.5%
5.5%
Projected fiscal year of payment
2027 - 2028
2027
(1)Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected fiscal year of payment, the amount represents the median of the inputs and is not a weighted average.
Funded Research and Development Arrangements
The Company has entered into various arrangements with affiliates of Blackstone Life Sciences Advisors L.L.C. (collectively, Blackstone) to receive funding related to the development of certain products within the Cardiovascular Portfolio and Diabetes Business. As there is substantive and genuine transfer of risk to Blackstone, the development funding is recognized by Medtronic as an obligation to perform contractual services. The Company recognizes the funding as income within other operating expense (income), net as the research and development costs are incurred and funding payments become due. Under these arrangements, the Company recognized income of $12 million and $36 million during the three months ended July 31, 2026 and July 25, 2025, respectively. As of July 31, 2026, the Company is eligible to receive additional funding of $237 million under these arrangements.
Following potential U.S. regulatory approval and commercial launch of each product covered by the Blackstone agreements, Blackstone will be eligible to receive a combination of fixed regulatory and commercial milestone payments up to $1.2 billion and royalties based on percent of sales of such products. During the fourth quarter of fiscal year 2026, one of the products funded by these arrangements within the Diabetes Business was approved by the U.S. FDA. As U.S. regulatory approval was received and commercial launch is probable, the Company recognized a $157 million charge within other operating expense (income), net in the consolidated statements of income during fiscal year 2026. The future minimum royalty payment obligation is primarily recognized within other liabilities in the condensed consolidated balance sheets as of July 31, 2026 and April 24, 2026. This charge is included in the $1.2 billion amount noted above. The $157 million future minimum royalty payment obligation of MiniMed is guaranteed by Medtronic, Inc.
Under certain termination provisions, the Company's payment obligation will survive, and in certain termination circumstances, a payment to Blackstone of a multiple of the funded amounts may be required. At the time of executing these contracts, the occurrence of such circumstances was deemed to be remote.