8-KRegulation FDExhibits & Filings

Medtronic plc 8-K Report, Regulation FD Disclosure (May 15, 2018)

Filed May 15, 2018For Securities:MDT

Summary

Medtronic plc filed an 8-K on May 15, 2018, to furnish comparable financial metrics for the first fiscal quarter of 2018 (Q1 FY18). This filing is primarily for disclosure purposes under Regulation FD, providing investors with adjusted revenue figures that exclude the impact of the July 2017 divestiture of a portion of its Patient Monitoring & Recovery business to Cardinal Health. The company also adjusted for a reporting structure update within its Minimally Invasive Therapies Group. The goal is to ensure year-over-year financial comparisons are more meaningful by presenting 'as if' figures that reflect the absence of the divested business and the updated reporting structure. These comparable financial metrics are presented to aid in understanding the underlying performance of Medtronic's continuing operations. Investors should note that these figures are estimates based on management's assumptions and are not necessarily indicative of what actual results would have been had the divestiture occurred at an earlier date or what future results will be. The filing explicitly states that this information is furnished and not deemed 'filed' under Section 18 of the Exchange Act, meaning it doesn't carry the same legal liabilities as a standard filing.

Key Highlights

  • 1Medtronic is providing adjusted Q1 FY18 financial metrics to enable better historical comparison.
  • 2The adjustments exclude the impact of the divestiture of a portion of the Patient Monitoring & Recovery business to Cardinal Health, completed in July 2017.
  • 3Revenue figures are also recast to reflect a reporting structure update within the Minimally Invasive Therapies Group.
  • 4The furnished data aims to present a clearer view of the ongoing business performance.
  • 5These metrics are estimates and based on assumptions management deems reasonable.
  • 6The information is furnished under Regulation FD and is not considered 'filed' for legal liability purposes.
  • 7Exhibit 99.1 contains the detailed Q1 FY18 comparative financial information.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide investors with comparable financial metrics for Q1 FY18. These metrics are adjusted to exclude the impact of a business divestiture and a reporting structure change, allowing for more meaningful year-over-year financial performance comparisons of Medtronic's continuing operations.

A portion of Medtronic's Patient Monitoring & Recovery business was divested to Cardinal Health. This transaction occurred on July 29, 2017, which was the first day of the Company's second fiscal quarter of 2018 (Q2 FY17).

No, the financial metrics provided are comparable metrics furnished for disclosure purposes under Regulation FD. They are estimates based on available information and management's assumptions to present a clearer view of ongoing business performance, not an official financial restatement.

Information furnished under Regulation FD, as stated in this filing, is not deemed 'filed' for the purposes of Section 18 of the Securities Exchange Act of 1934. This generally means the company is not subject to the same liabilities associated with intentionally false or misleading statements in 'filed' documents.