10-Q 1 mdt-2017q2x10q.htm 10-Q Document


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 28, 2016
Commission File Number 001-36820
mdtlogo2a10.jpg
MEDTRONIC PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
 
 
Ireland
98-1183488
(State of incorporation)
(I.R.S. Employer
Identification No.)
20 On Hatch, Lower Hatch Street
Dublin 2, Ireland
(Address of principal executive offices) (Zip Code)
+353 1 438-1700
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
 
Accelerated filer o
Non-accelerated filer o
 
Smaller Reporting Company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
As of December 1, 2016, 1,373,047,310 ordinary shares, par value $0.0001, and 1,872 A preferred shares, par value $1.00, of the registrant were outstanding.
 
 





TABLE OF CONTENTS




PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Medtronic plc
Consolidated Statements of Income
(Unaudited)
 
Three months ended
 
Six months ended
(in millions, except per share data)
October 28, 2016
 
October 30, 2015
 
October 28, 2016
 
October 30, 2015
Net sales
$
7,345

 
$
7,058

 
$
14,511

 
$
14,332

 
 
 
 
 
 
 
 
Costs and expenses:
 

 
 

 
 

 
 

Cost of products sold
2,326

 
2,182

 
4,587

 
4,638

Research and development expense
554

 
545

 
1,110

 
1,103

Selling, general, and administrative expense
2,416

 
2,343

 
4,844

 
4,792

Restructuring charges, net
47

 
73

 
141

 
140

Certain litigation charges

 
26

 
82

 
26

Acquisition-related items
28

 
49

 
80

 
120

Amortization of intangible assets
500

 
483

 
987

 
964

Other expense, net
89

 
57

 
128

 
118

Operating profit
1,385

 
1,300

 
2,552

 
2,431

 
 
 
 
 
 
 
 
Interest income
(91
)
 
(107
)
 
(184
)
 
(222
)
Interest expense
264

 
324

 
536

 
630

Interest expense, net
173

 
217

 
352

 
408

Income from operations before income taxes
1,212

 
1,083

 
2,200

 
2,023

Provision for income taxes
101

 
563

 
160

 
683

Net income
1,111

 
520

 
2,040

 
1,340

Net loss attributable to noncontrolling interests
(4
)
 

 
(4
)
 

Net income attributable to Medtronic
$
1,115

 
$
520

 
$
2,044

 
$
1,340

 
 
 
 
 
 
 
 
Basic earnings per share
$
0.81

 
$
0.37

 
$
1.47

 
$
0.95

 
 
 
 
 
 
 
 
Diluted earnings per share
$
0.80

 
$
0.36

 
$
1.46

 
$
0.94

 
 
 
 
 
 
 
 
Basic weighted average shares outstanding
1,380.0

 
1,412.9

 
1,386.5

 
1,415.6

 
 
 
 
 
 
 
 
Diluted weighted average shares outstanding
1,392.5

 
1,428.8

 
1,400.2

 
1,432.7

 
 
 
 
 
 
 
 
Cash dividends declared per ordinary share
$
0.43

 
$
0.38

 
$
0.86

 
$
0.76

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

1



Medtronic plc
Consolidated Statements of Comprehensive Income
(Unaudited)
 
Three months ended
 
Six months ended
(in millions)
October 28, 2016
 
October 30, 2015
 
October 28, 2016
 
October 30, 2015
Net income
$
1,111

 
$
520

 
$
2,040

 
$
1,340

 
 
 
 
 
 
 
 
Other comprehensive loss, net of tax:
 

 
 

 
 
 
 
Unrealized (loss) gain on available-for-sale securities, net of tax (benefit) expense of $(15), $(41), $37, and $(115) respectively
(40
)
 
(76
)
 
75

 
(207
)
Currency adjustment, net
(336
)
 
(33
)
 
(686
)
 
(59
)
Net change in retirement obligations, net of tax expense of $8, $10, $10, and $20, respectively
19

 
22

 
44

 
35

Unrealized gain (loss) on derivatives, net of tax expense (benefit) of $28, $(13), $58 and $(33), respectively
53

 
(28
)
 
107

 
(56
)
 
 
 
 
 
 
 
 
Other comprehensive loss
(304
)
 
(115
)
 
(460
)
 
(287
)
 
 
 
 
 
 
 
 
Comprehensive income including noncontrolling interests
807

 
405

 
1,580

 
1,053

Comprehensive loss attributable to noncontrolling interests
(4
)
 

 
(4
)
 

Comprehensive income attributable to Medtronic
$
811

 
$
405

 
$
1,584

 
$
1,053

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

2



Medtronic plc
Consolidated Balance Sheets
(Unaudited)
(in millions)
October 28, 2016
 
April 29, 2016
ASSETS
 

 
 

 
 
 
 
Current assets:
 

 
 

Cash and cash equivalents
$
2,954

 
$
2,876

Investments
8,303

 
9,758

Accounts receivable, less allowances of $162 and $161, respectively
5,661

 
5,562

Inventories
3,717

 
3,473

Other current assets
1,891

 
1,931

Total current assets
22,526

 
23,600

 
 
 
 
Property, plant, and equipment
10,200

 
9,714

Accumulated depreciation
(5,309
)
 
(4,873
)
Property, plant, and equipment, net
4,891

 
4,841

Goodwill
41,707

 
41,500

Other intangible assets, net
26,739

 
26,899

Tax assets
1,250

 
1,383

Other assets
1,293

 
1,421

Total assets
$
98,406

 
$
99,644

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 

 
 

 
 
 
 
Current liabilities:
 

 
 

Current debt obligations
$
3,367

 
$
993

Accounts payable
1,659

 
1,709

Accrued compensation
1,477

 
1,712

Other accrued expenses
3,098

 
2,751

Total current liabilities
9,601

 
7,165

 
 
 
 
Long-term debt
29,010

 
30,109

Accrued compensation and retirement benefits
1,768

 
1,759

Accrued income taxes
2,381

 
2,903

Deferred tax liabilities
3,754

 
3,729

Other liabilities
1,599

 
1,916

Total liabilities
48,113

 
47,581

 
 
 
 
Commitments and contingencies (Notes 3 and 15)

 

 
 
 
 
Shareholders’ equity:
 

 
 

Ordinary shares— par value $0.0001

 

Retained earnings
52,514

 
53,931

Accumulated other comprehensive loss
(2,328
)
 
(1,868
)
Total shareholders’ equity
50,186

 
52,063

Noncontrolling interests
107

 

Total equity
50,293

 
52,063

Total liabilities and equity
$
98,406

 
$
99,644

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

3



Medtronic plc
Consolidated Statements of Cash Flows
(Unaudited)
 
Six months ended
(in millions)
October 28, 2016
 
October 30, 2015
Operating Activities:
 

 
 

Net income
$
2,040

 
$
1,340

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation and amortization
1,469

 
1,397

Amortization of debt discount and issuance costs
14

 
15

Acquisition-related items
(47
)
 
222

Provision for doubtful accounts
18

 
30

Deferred income taxes
(50
)
 
(274
)
Stock-based compensation
190

 
209

Other, net
(105
)
 
(85
)
Change in operating assets and liabilities, net of acquisitions:
 

 
 

Accounts receivable, net
(89
)
 
(1
)
Inventories
(187
)
 
(326
)
Accounts payable and accrued liabilities
(271
)
 
(369
)
Other operating assets and liabilities
75

 
73

Certain litigation charges
82

 
26

Certain litigation payments
(117
)
 
(162
)
Net cash provided by operating activities
3,022

 
2,095

Investing Activities:
 

 
 

Acquisitions, net of cash acquired
(1,306
)
 
(997
)
Additions to property, plant, and equipment
(598
)
 
(446
)
Purchases of investments
(2,110
)
 
(3,370
)
Sales and maturities of investments
3,625

 
2,752

Other investing activities, net
32

 
(13
)
Net cash used in investing activities
(357
)
 
(2,074
)
Financing Activities:
 

 
 

Acquisition-related contingent consideration
(36
)
 
(19
)
Change in current debt obligations, net
1,154

 
1,277

Proceeds from short-term borrowings (maturities greater than 90 days)
4

 
48

Issuance of long-term debt
131

 

Payments on long-term debt
(252
)
 
(1,608
)
Dividends to shareholders
(1,192
)
 
(1,075
)
Issuance of ordinary shares
260

 
263

Repurchase of ordinary shares
(2,794
)
 
(1,460
)
Other financing activities
74

 
49

Net cash used in financing activities
(2,651
)
 
(2,525
)
Effect of exchange rate changes on cash and cash equivalents
64

 
39

Net change in cash and cash equivalents
78

 
(2,465
)
Cash and cash equivalents at beginning of period
2,876

 
4,843

Cash and cash equivalents at end of period
$
2,954

 
$
2,378

Supplemental Cash Flow Information
 

 
 

Cash paid for:
 

 
 

Income taxes
$
258

 
$
1,021

Interest
559

 
652

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

4

Medtronic plc
Notes to Consolidated Financial Statements
(Unaudited)



1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a fair presentation of results of operations, comprehensive income, financial condition, and cash flows in conformity with U.S. GAAP. In the opinion of management, the consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results of Medtronic plc and its subsidiaries (Medtronic plc, Medtronic or the Company) for the periods presented. Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year.
Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 29, 2016.
The accompanying unaudited consolidated financial statements include the accounts of Medtronic plc, its wholly-owned subsidiaries, entities for which the Company has a controlling financial interest, and variable interest entities for which the Company is the primary beneficiary. Intercompany transactions and balances have been fully eliminated in consolidation.
The Company’s fiscal years 2017, 2016, and 2015 will end or ended on April 28, 2017, April 29, 2016, and April 24, 2015, respectively.
2. New Accounting Pronouncements
Recently Adopted
In April 2015, the Financial Accounting Standards Board (FASB) issued accounting guidance that requires debt issuance costs to be presented in the balance sheet as a direct deduction from the related debt liability. Prior to this amendment, debt issuance costs were recognized as an asset in the balance sheet and did not offset the related debt liability. The Company retrospectively adopted this guidance in the first quarter of fiscal year 2017. Its adoption resulted in a reduction of assets and an increase in liabilities of $138 million on the Company's consolidated balance sheet at April 29, 2016 as previously filed in the 2016 Annual Report on Form 10-K.
Not Yet Adopted
In May 2014, the FASB issued amended revenue recognition guidance to clarify the principles for recognizing revenue from contracts with customers. The guidance requires an entity to recognize revenue in an amount that reflects the consideration to which an entity expects to be entitled in exchange for the transfer of goods or services. The guidance also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2019 using one of two prescribed retrospective methods. The Company is evaluating the impact of the amended revenue recognition guidance on the Company’s consolidated financial statements.
In January 2016, the FASB issued guidance which requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The guidance also includes a simplified impairment assessment of equity investments without readily determinable fair values and presentation and disclosure changes. This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2019. The Company is evaluating the impact of the equity investment guidance on the Company's consolidated financial statements.
In February 2016, the FASB issued guidance which requires lessees to recognize right-of-use assets and lease liabilities on the balance sheet. The guidance is to be applied using a modified retrospective approach at the beginning of the earliest comparative period in the financial statements and is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted. The Company is evaluating the impact of the lease guidance on the Company's consolidated financial statements.

5

Medtronic plc
Notes to Consolidated Financial Statements
(Unaudited)


In March 2016, the FASB issued guidance to simplify the accounting for share-based payment transactions by requiring all excess tax benefits and deficiencies to be recognized in income tax expense or benefit in earnings; eliminating the requirement to classify the excess tax benefit and deficiencies as additional paid-in capital. For the three and six months ended October 28, 2016, the Company recognized $18 million and $75 million, respectively, of excess tax benefits in additional paid-in capital. Under the new guidance, an entity makes an accounting policy election to either estimate the expected forfeiture awards or account for forfeitures as they occur. This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2018.
In October 2016, the FASB issued guidance that requires the tax effect of inter-entity transactions, other than sales of inventory, to be recognized when the transaction occurs. This would eliminate the exception under the current guidance in which the tax effects of inter-entity asset transactions are deferred until the transferred asset is sold to a third party or otherwise recovered through use. This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2019. The Company is evaluating the impact of the inter-entity transaction guidance on the Company's consolidated financial statements.
3. Acquisitions and Acquisition-Related Items
The Company had various acquisitions during the first two quarters of fiscal year 2017. Certain acquisitions were accounted for as business combinations as noted below. In accordance with authoritative guidance on business combination accounting, the assets and liabilities of the businesses acquired were recorded and consolidated on the acquisition date at their respective fair values. Unless otherwise noted, the pro forma impact of these acquisitions was not significant, either individually or in the aggregate, to the results of the Company for the three and six months ended October 28, 2016 and October 30, 2015. The results of operations related to each business acquired have been included in the Company's consolidated statements of income since the date each business was acquired.
The preliminary fair values of the assets acquired and liabilities assumed during the six months ended October 28, 2016 were as follows:
(in millions)
HeartWare International, Inc.
 
Smith & Nephew's Gynecology Business
 
All Other
 
Total
Other current assets
$
351

 
$

 
$
17

 
$
368

Property, plant, and equipment
13

 
3

 
5

 
21

Other intangible assets
625

 
167

 
65

 
857

Goodwill
479

 
180

 
113

 
772

Other assets
55

 

 
15

 
70

Total assets acquired
1,523

 
350

 
215

 
2,088

 
 
 
 
 
 
 
 
Current liabilities
144

 

 
9

 
153

Deferred tax liabilities
60

 

 
6

 
66

Long-term debt
245

 

 

 
245

Other liabilities
2

 

 
4

 
6

Total liabilities assumed
451

 

 
19

 
470

Net assets acquired
$
1,072

 
$
350

 
$
196

 
$
1,618

HeartWare International, Inc.

On August 23, 2016, the Company's Cardiac and Vascular Group acquired HeartWare International, Inc. (HeartWare), a medical device company that develops and manufactures miniaturized implantable heart pumps, or ventricular assist devices, to treat patients around the world suffering from advanced heart failure. Total consideration for the transaction was approximately $1.1 billion. Based upon a preliminary acquisition valuation, the Company acquired $602 million of technology-based and customer-related intangible assets and $23 million of tradenames, with estimated useful lives of 15 and 5 years, respectively, and $479 million of goodwill. The acquired goodwill is not deductible for tax purposes. In addition, we acquired $245 million of debt through the acquisition, of which we redeemed $203 million as part of a cash tender offer in August 2016. The remaining $42 million of debt acquired is due December 2017 and is recorded within long term debt on the consolidated balance sheets.


6

Medtronic plc
Notes to Consolidated Financial Statements
(Unaudited)


Smith & Nephew's Gynecology Business

On August 5, 2016, the Company's Minimally Invasive Therapies Group acquired Smith & Nephew's gynecology business, which expands and strengthens Medtronic's minimally invasive surgical offerings and further complements its existing global gynecology business. Total consideration for the transaction was approximately $350 million, which primarily related to an upfront payment. Based upon a preliminary acquisition valuation, the Company acquired $167 million of other intangible assets, which primarily consisted of customer-related and technology related intangible assets with useful lives of 13 years, and $180 million of goodwill. The acquired goodwill is deductible for tax purposes.
The Company accounted for the acquisitions above as business combinations using the acquisition method of accounting.
For information on the Company's fiscal year 2016 acquisitions, refer to Note 2 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2016.
Acquisition-Related Items
During the three and six months ended October 28, 2016, the Company recognized acquisition-related items expense of $28 million and $80 million, primarily due to integration-related costs incurred in connection with the Covidien acquisition and acquisition-related costs incurred in connection with the HeartWare acquisition, partially offset by the change in fair value of contingent consideration as a result of revised revenue forecasts and anticipated regulatory milestones.
During the three and six months ended October 30, 2015, the Company recognized acquisition-related items expense of $49 million and $120 million, respectively, primarily due to integration related costs incurred in connection with the Covidien acquisition, partially offset by income related to the change in fair value of contingent consideration associated with acquisitions subsequent to April 24, 2009.
Contingent Consideration

Certain of the Company’s business combinations involve the potential for the payment of future consideration upon the achievement of certain product development milestones and/or various other favorable operating conditions. Payment of the additional consideration is generally contingent on the acquired business reaching certain performance milestones, including attaining specified revenue levels or achieving product development targets. For business combinations subsequent to April 24, 2009, 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 using Level 3 inputs, and the change in fair value recognized as income or expense within acquisition-related items in the consolidated statements of income.
The fair value of contingent consideration is measured using projected payment dates, discount rates, probabilities of payment, and projected revenues (for revenue-based considerations). Projected contingent payment amounts are discounted back to the current period using a discounted cash flow model. Projected revenues are based on the Company’s most recent internal operational budgets and long-range strategic plans. Changes in projected revenues, probabilities of payment, discount rates, and projected payment dates may result in adjustments to the fair value measurement. The recurring Level 3 fair value measurements of contingent consideration include the following significant unobservable inputs:
 
 
Fair Value at
 
 
 
 
 
 
(in millions)
 
October 28, 2016
 
Valuation Technique
 
Unobservable Input
 
Range
 
 
 
 
 
 
Discount rate
 
11% - 32.5%
Revenue-based payments
 
$125
 
Discounted cash flow
 
Probability of payment
 
30% - 100%
 
 
 
 
 
 
Projected fiscal year of payment
 
2017 - 2025
 
 
 
 
 
 
Discount rate
 
0.3% - 5.5%
Product development-based payments
 
$160
 
Discounted cash flow
 
Probability of payment
 
0% - 100%
 
 
 
 
 
 
Projected fiscal year of payment
 
2017 - 2025
At October 28, 2016, there were no future contingent consideration payments that the Company expects to make associated with all completed business combinations or purchases of intellectual property prior to April 24, 2009.

7

Medtronic plc
Notes to Consolidated Financial Statements
(Unaudited)


The fair value of contingent consideration associated with acquisitions subsequent to April 24, 2009, at October 28, 2016 and April 29, 2016, was $285 million and $377 million, respectively. At October 28, 2016, $246 million was reflected in other liabilities and $39 million was reflected in other accrued expenses in the consolidated balance sheet. At April 29, 2016, $311 million was reflected in other liabilities and $66 million was reflected in other accrued expenses in the consolidated balance sheet. The portion of the contingent consideration paid related to the acquisition date fair value is reported as financing activities in the consolidated statements of cash flows. Amounts paid in excess of the original acquisition date fair value are reported as operating activities in the consolidated statements of cash flows.
The following table provides a reconciliation of the beginning and ending balances of contingent consideration:
 
Three months ended
 
Six months ended
(in millions)
October 28, 2016
 
October 30, 2015
 
October 28, 2016
 
October 30, 2015
Beginning Balance
$
379

 
$
291

 
$
377

 
$
264

Purchase price contingent consideration
11

 
109

 
32

 
135

Payments
(25
)
 
(17
)
 
(39
)
 
(20
)
Change in fair value
(80
)
 
(15
)
 
(85
)
 
(11
)
Ending Balance
$
285

 
$
368

 
$
285

 
$
368

4. Restructuring Charges, Net
Cost Synergies Initiative
The cost synergies initiative is the Company's restructuring program primarily related to the integration of Covidien. This initiative is expected to contribute to the approximately $850 million in cost synergies expected to be achieved as a result of the integration of the Covidien acquisition through fiscal year 2018, including administrative office optimization, manufacturing and supply chain infrastructure, certain program cancellations, and reduction of general and administrative redundancies. Restructuring charges are expected to be incurred on a quarterly basis throughout fiscal year 2017 and in future fiscal years as cost synergy strategies are finalized.

A summary of the restructuring accrual, recorded within other accrued expenses and other liabilities in the consolidated balance sheets, and related activity is presented below:
(in millions)
Employee
Termination
Costs
 
Asset Write-downs
 
Other Costs
 
Total
April 29, 2016
$
213

 
$

 
$
37

 
$
250

Restructuring charges
117

 
17

 
24

 
158

Payments/write-downs
(121
)
 
(17
)
 
(36
)
 
(174
)
Reversal of excess accrual
(8
)
 

 
1

 
(7
)
October 28, 2016
$
201

 
$

 
$
26

 
$
227

As part of the cost synergies initiative, for the three and six months ended October 28, 2016, the Company recognized $47 million and $158 million in restructuring charges, respectively. For the three and six months ended October 28, 2016, restructuring charges consisted primarily of employee termination costs. For the three months and six months ended October 28, 2016, asset write-downs included $3 million and $7 million, respectively, related to property, plant, and equipment impairments. For the six months ended October 28, 2016, asset write-downs also included $10 million related to inventory write-offs of discontinued product lines, which were recognized within cost of products sold in the consolidated statements of income. The Company did not record any reversal of excess restructuring reserves for the three months ended October 28, 2016. As a result of certain employees identified for termination finding other positions within the Company, the Company recognized a $7 million reversal of excess restructuring reserves for the six months ended October 28, 2016.
As part of the cost synergies initiative, for the three and six months ended October 30, 2015, the Company recognized $86 million and $153 million in restructuring charges, respectively. For the three and six months ended October 30, 2015, restructuring charges consisted primarily of employee termination costs. As a result of certain employees identified for termination finding other positions within the Company, the Company recognized a $13 million reversal of excess restructuring reserves for the three and six months ended October 30, 2015.

8

Medtronic plc
Notes to Consolidated Financial Statements
(Unaudited)


5. Financial Instruments
The Company holds investments consisting primarily of marketable debt and equity securities. The authoritative guidance is principally applied to financial assets and liabilities, such as marketable equity securities and debt and equity securities, that are classified and accounted for as trading and available-for-sale and are measured on a recurring basis. The Company also holds cost method, equity method, and other investments which are measured at fair value on a nonrecurring basis.
The following table summarizes the Company's investments by significant investment category and the related consolidated balance sheet classification at October 28, 2016:
 
Valuation
 
Balance Sheet Classification
(in millions)
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
Investments
 
Other Assets
Available-for-sale securities:
 

 
 

 
 

 
 

 
 
 
 
Level 1:
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency securities
$
587

 
$
10

 
$
(1
)
 
$
596

 
$
596

 
$

Marketable equity securities
59

 
29

 
(3
)
 
85

 

 
85

Total Level 1
646

 
39

 
(4
)
 
681

 
596

 
85

Level 2:
 
 
 
 
 
 
 
 
 
 
 
Corporate debt securities
4,109

 
93

 
(15
)
 
4,187

 
4,187

 

U.S. government and agency securities
887

 

 
(1
)
 
886

 
886

 

Mortgage-backed securities
817

 
17

 
(14
)
 
820

 
820

 

Foreign government and agency securities
50

 

 

 
50

 
50

 

Other asset-backed securities
215

 
2

 
(1
)
 
216

 
216

 

Debt funds
1,743

 

 
(195
)
 
1,548

 
1,548

 

Total Level 2
7,821

 
112

 
(226
)
 
7,707

 
7,707

 

Level 3:
 
 
 
 
 
 
 
 
 
 
 
Corporate debt securities
1

 

 

 
1

 

 
1

Auction rate securities
47

 

 
(3
)
 
44

 

 
44

Total Level 3
48

 

 
(3
)
 
45

 

 
45

Total available-for-sale securities
$
8,515

 
$
151

 
$
(233
)
 
$
8,433

 
$
8,303

 
$
130

Cost method, equity method, and other investments:
 
 
 
 
 
 
 
 
 
 
 
Level 3:
 
 
 
 
 
 
 
 
 
 
 
Cost method, equity method, and other investments
599

 

 

 
N/A

 

 
599

Total Level 3
599

 

 

 
N/A

 

 
599

Total cost method, equity method, and other investments
$
599

 
$

 
$

 
N/A

 
$

 
$
599

Total investments
$
9,114

 
$
151

 
$
(233
)
 
$
8,433

 
$
8,303

 
$
729


9

Medtronic plc
Notes to Consolidated Financial Statements
(Unaudited)


The following table summarizes the Company's investments by significant investment category and the related consolidated balance sheet classification at April 29, 2016:
 
Valuation
 
Balance Sheet Classification
(in millions)
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
Investments
 
Other Assets
Available-for-sale securities:
 

 
 

 
 

 
 

 
 
 
 
Level 1:
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency securities
$
792

 
$
14

 
$
(1
)
 
$
805

 
$
805

 
$

Marketable equity securities
75

 
21

 
(11
)
 
85

 

 
85

Total Level 1
867

 
35

 
(12
)
 
890

 
805

 
85

Level 2:
 
 
 
 
 
 
 
 
 
 
 
Corporate debt securities
3,935

 
85

 
(24
)
 
3,996

 
3,996

 

U.S. government and agency securities
902

 
2

 

 
904

 
904

 

Mortgage-backed securities
1,016

 
17

 
(18
)
 
1,015

 
1,015

 

Other asset-backed securities
192

 
3

 

 
195

 
195

 

Debt funds
3,040

 
5

 
(281
)
 
2,764

 
2,764

 

Total Level 2
9,085

 
112

 
(323
)
 
8,874

 
8,874

 

Level 3:
 
 
 
 
 
 
 
 
 
 
 
Corporate debt securities
1

 

 

 
1

 

 
1

Auction rate securities
47

 

 
(3
)
 
44

 

 
44

Total Level 3
48

 

 
(3
)
 
45

 

 
45

Total available-for-sale securities
$
10,000

 
$
147

 
$
(338
)
 
$
9,809

 
$
9,679

 
$
130

Trading securities:
 

 
 

 
 

 
 

 
 
 
 
Level 1:
 
 
 
 
 
 
 
 
 
 
 
Exchange-traded funds
65

 
15

 
(1
)
 
79

 
79

 

Total Level 1
65

 
15

 
(1
)
 
79

 
79

 

Total trading securities
$
65

 
$
15

 
$
(1
)
 
$
79

 
$
79

 
$

Cost method, equity method, and other investments:
 
 
 
 
 
 
 
 
 
 
 
Level 3:
 
 
 
 
 
 
 
 
 
 
 
Cost method, equity method, and other investments
506

 

 

 
N/A

 

 
506

Total Level 3
506

 

 

 
N/A

 

 
506

Total cost method, equity method, and other investments
$
506

 
$

 
$

 
N/A

 
$

 
$
506

Total investments
$
10,571

 
$
162

 
$
(339
)
 
$
9,888

 
$
9,758

 
$
636


10

Medtronic plc
Notes to Consolidated Financial Statements
(Unaudited)


Marketable Debt and Equity Securities
The following tables represent the gross unrealized losses and fair values of the Company’s available-for-sale securities that have been in a continuous unrealized loss position deemed to be temporary, aggregated by investment category at October 28, 2016 and April 29, 2016:
 
October 28, 2016
 
Less than 12 months
 
More than 12 months
(in millions)
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
Corporate debt securities
$
807

 
$
(9
)
 
$
190

 
$
(6
)
Auction rate securities

 

 
44

 
(3
)
Mortgage-backed securities
191

 
(4
)
 
127

 
(10
)
U.S. government and agency securities
386

 
(2
)
 

 

Debt funds
499

 
(8
)
 
1,049

 
(187
)
Asset-backed securities
48

 
(1
)
 

 

Marketable equity securities
1

 
(1
)
 
1

 
(2
)
Total
$
1,932

 
$
(25
)
 
$
1,411

 
$
(208
)
 
April 29, 2016
 
Less than 12 months
 
More than 12 months
(in millions)
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
Corporate debt securities
$
756

 
$
(18
)
 
$
136

 
$
(6
)
Auction rate securities

 

 
44

 
(3
)
Mortgage-backed securities
196

 
(5
)
 
92

 
(5
)
U.S. government and agency securities
308

 
(4
)
 
67

 
(5
)
Debt funds
670

 
(26
)
 
1,601

 
(256
)
Marketable equity securities
45

 
(11
)
 

 

Total
$
1,975

 
$
(64
)
 
$
1,940

 
$
(275
)

The following table represents the range of the unobservable inputs utilized in the fair value measurement of the auction rate securities classified as Level 3 at October 28, 2016:

 
Valuation Technique
Unobservable Input
Range (Weighted Average)
Auction rate securities
Discounted cash flow
Years to principal recovery
2 yrs. - 12 yrs. (3 yrs.)
Illiquidity premium
6%
The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The Company’s policy is to recognize transfers into and out of levels within the fair value hierarchy at the end of the fiscal quarter in which the actual event or change in circumstances that caused the transfer occurs. There were no transfers between Level 1, Level 2, or Level 3 during the three and six months ended October 28, 2016 and October 30, 2015. When a determination is made to classify an asset or liability within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement.

11

Medtronic plc
Notes to Consolidated Financial Statements
(Unaudited)


The following tables provide a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3):
Three months ended October 28, 2016
 

 
 

 
 

(in millions)
Total Level 3
Investments
 
Corporate debt
securities
 
Auction rate
securities
July 29, 2016
$
45

 
$
1

 
$
44

Total unrealized gains included in other comprehensive income

 

 

October 28, 2016
$
45

 
$
1

 
$
44

 
 
 
 
 
 
Three months ended October 30, 2015
 

 
 

 
 

(in millions)
Total Level 3
Investments
 
Corporate debt
securities
 
Auction rate
securities
July 31, 2015
$
103

 
$
1

 
$
102

Total unrealized gains included in other comprehensive income

 

 

October 30, 2015
$
103

 
$
1

 
$
102

 
 
 
 
 
 
Six months ended October 28, 2016
 
 
 
 
 
(in millions)
Total Level 3
Investments
 
Corporate Debt
Securities
 
Auction Rate
Securities
April 29, 2016
$
45

 
$
1

 
$
44

Total unrealized losses included in other comprehensive income

 

 

October 28, 2016
$
45

 
$
1

 
$
44

 
 
 
 
 
 
Six months ended October 30, 2015
 

 
 

 
 

(in millions)
Total Level 3
Investments
 
Corporate Debt
Securities
 
Auction Rate
Securities
April 24, 2015
$
106

 
$
1

 
$
105

Total unrealized losses included in other comprehensive income
(3
)
 

 
(3
)
October 30, 2015
$
103

 
$
1

 
$
102

Activity related to the Company’s investment portfolio is as follows:
 
Three months ended
 
October 28, 2016
 
October 30, 2015
(in millions)
Debt (1)
 
Equity (2)
 
Debt (1)
 
Equity (2)
Proceeds from sales
$
2,444

 
$
76

 
$
1,481

 
$
5

Gross realized gains
57

 
25

 
4

 
20

Gross realized losses
(37
)
 

 
(7
)
 

Impairment losses recognized

 
(7
)
 

 
(19
)
 
 
 
 
 
 
 
 
 
Six months ended
 
October 28, 2016
 
October 30, 2015
(in millions)
Debt (1)
 
Equity (2)
 
Debt (1)
 
Equity (2)
Proceeds from sales
$
3,542

 
$
82

 
$
2,718

 
$
34

Gross realized gains
64

 
29

 
9

 
32

Gross realized losses
(49
)
 

 
(12
)
 

Impairment losses recognized

 
(10
)
 

 
(42
)
(1)
Includes available-for-sale debt securities.
(2)
Includes marketable equity securities, cost method, equity method, exchange-traded funds, and other investments.

12

Medtronic plc
Notes to Consolidated Financial Statements
(Unaudited)


Credit losses represent the difference between the present value of cash flows expected to be collected on certain mortgage-backed securities and auction rate securities and the amortized cost of these securities. Based on the Company’s assessment of the credit quality of the underlying collateral and credit support available to each of the remaining securities in which the Company is invested, the Company believes it has recognized all necessary other-than-temporary impairments, as the Company does not have the intent to sell, nor is it more likely than not that the Company will be required to sell, before recovery of the amortized cost.
At October 28, 2016 and April 29, 2016, the credit loss portion of other-than temporary impairments on debt securities was not significant. The total reductions of available-for-sale debt securities sold during the three and six months ended October 28, 2016 and October 30, 2015, were not significant. The total other-than-temporary impairment losses on available-for-sale debt securities for the three and six months ended October 28, 2016 and October 30, 2015 were not significant.
The October 28, 2016 balance of available-for-sale debt securities, excluding debt funds which have no single maturity date, by contractual maturity is shown in the following table. Within the table, maturities of mortgage-backed securities have been allocated based upon timing of estimated cash flows assuming no change in the current interest rate environment. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.
(in millions)
October 28, 2016
Due in one year or less
$
761

Due after one year through five years
3,056

Due after five years through ten years
2,928

Due after ten years
55

Total
$
6,800

The Company holds investments in marketable equity securities, which are classified as other assets in the consolidated balance sheets. The aggregate carrying amount of these investments was $85 million at both October 28, 2016 and April 29, 2016. The Company did not recognize any significant impairment charges related to marketable equity securities during the three and six months ended October 28, 2016, nor during the three months ended October 30, 2015. During the six months ended October 30, 2015, the Company determined that the fair values of certain marketable equity securities were below the carrying values and that the carrying values of these investments were not expected to be recoverable within a reasonable period of time. As a result, the Company recognized $20 million in impairment charges for the six months ended October 30, 2015, which were recognized within other expense, net in the consolidated statements of income.
Cost method, equity method, and other investments
The Company holds investments in equity and other securities that are accounted for using the cost or equity method, which are classified as other assets in the consolidated balance sheets. At October 28, 2016 and April 29, 2016, the aggregate carrying amount of equity and other securities without a quoted market price and accounted for using the cost or equity method were $599 million and $506 million, respectively. Cost and equity method investments are measured at fair value on a nonrecurring basis. The total carrying value of these investments is reviewed quarterly for changes in circumstance or the occurrence of events that suggest the Company’s investment may not be recoverable. If there are identified events or changes in circumstances that may have a material adverse effect on the fair value of the investment, the investment is assessed for impairment.
During the three and six months ended October 28, 2016 and October 30, 2015, the Company determined that the fair values of certain cost method investments were below their carrying values and that the carrying values of these investments were not expected to be recoverable within a reasonable period of time. As a result, the Company recognized $7 million and $10 million in impairment charges during the three and six months ended October 28, 2016, respectively, which were recognized in other expense, net in the consolidated statements of income. The Company recognized $19 million and $21 million in impairment charges during the three and six months ended October 30, 2015, respectively, which were recognized in other expense, net in the consolidated statements of income. Cost method investments fall within Level 3 of the fair value hierarchy, due to the use of significant unobservable inputs to determine fair value, as the investments are in privately-held entities without quoted market prices. To determine the fair value of these investments, the Company uses all pertinent financial information available related to the entities, including financial statements and market participant valuations from recent and proposed equity offerings.

13

Medtronic plc
Notes to Consolidated Financial Statements
(Unaudited)


6. Financing Arrangements
Commercial Paper
The Company maintains a commercial paper program that allows the Company to have a maximum of $3.5 billion in commercial paper outstanding. Commercial paper outstanding at October 28, 2016 totaled $1.1 billion. No amounts were outstanding at April 29, 2016. During the three and six months ended October 28, 2016, the weighted average original maturity of the commercial paper outstanding was approximately 43 days and 37 days, respectively, and the weighted average interest rate was 0.80 percent and 0.78 percent, respectively. The issuance of commercial paper proportionately reduced the amount of credit available under the Company’s existing Credit Facility, as defined below.
Line of Credit
The Company has a $3.5 billion five year credit facility (Credit Facility) which provides back-up funding for the commercial paper program described above. At October 28, 2016 and April 29, 2016, no amounts were outstanding.
Interest rates are determined by a pricing matrix, based on the Company’s long-term debt ratings, assigned by Standard & Poor’s Ratings Services and Moody’s Investors Service. Facility fees are payable on the Credit Facility and are determined in the same manner as the interest rates. The agreement also contains customary covenants, all of which the Company remained in compliance with at October 28, 2016.

14

Medtronic plc
Notes to Consolidated Financial Statements
(Unaudited)


Long-Term Debt
Long-term debt consisted of the following:
(in millions, except interest rates)
 
Maturity by
Fiscal Year
 
October 28, 2016
 
April 29, 2016
6.000 percent ten-year 2008 CIFSA senior notes
 
2018
 
$

 
$
1,150

1.500 percent three-year 2015 senior notes
 
2018
 
1,000

 
1,000

1.375 percent five-year 2013 senior notes
 
2018
 
1,000

 
1,000

5.600 percent ten-year 2009 senior notes
 
2019
 
400

 
400

4.450 percent ten-year 2010 senior notes
 
2020
 
766

 
766

2.500 percent five-year 2015 senior notes
 
2020
 
2,500

 
2,500

Floating rate five-year 2015 senior notes
 
2020
 
500

 
500

4.200 percent ten-year 2010 CIFSA senior notes
 
2021
 
600

 
600

4.125 percent ten-year 2011 senior notes
 
2021
 
500

 
500

3.125 percent ten-year 2012 senior notes
 
2022
 
675

 
675

3.150 percent seven-year 2015 senior notes
 
2022
 
2,500

 
2,500

3.200 percent ten-year 2012 CIFSA senior notes
 
2023
 
650

 
650

2.750 percent ten-year 2013 senior notes
 
2023
 
530

 
530

2.950 percent ten-year 2013 CIFSA senior notes
 
2024
 
310

 
310

3.625 percent ten-year 2014 senior notes
 
2024
 
850

 
850

3.500 percent ten-year 2015 senior notes
 
2025
 
4,000

 
4,000

4.375 percent twenty-year 2015 senior notes
 
2035
 
2,382

 
2,382

6.550 percent thirty-year 2008 CIFSA senior notes
 
2038
 
374

 
374

6.500 percent thirty-year 2009 senior notes
 
2039
 
300

 
300

5.550 percent thirty-year 2010 senior notes
 
2040
 
500

 
500

4.500 percent thirty-year 2012 senior notes
 
2042
 
400

 
400

4.000 percent thirty-year 2013 senior notes
 
2043
 
325

 
325

4.625 percent thirty-year 2014 senior notes
 
2044
 
650

 
650

4.625 percent thirty-year 2015 senior notes
 
2045
 
4,000

 
4,000

Three-year term loan
 
2018
 
3,000

 
3,000

Interest rate swaps (Note 7)
 
2018 - 2022
 
80

 
89

Capital lease obligations
 
2018 - 2025
 
27

 
26

Bank borrowings
 
2018-2021
 
189

 
56

Debt premium
 
2018-2045
 
131

 
214

Deferred Financing Costs (1)
 
2018-2045
 
(129
)
 
(138
)
Total Long-Term Debt
 
 
 
$
29,010

 
$
30,109

(1)
We retrospectively adopted the guidance to simplify the presentation of deferred issuance costs in the quarter ending July 29, 2016. As a result, deferred issuance costs have been reclassified from other assets to long-term debt. See Note 2 to the consolidated financial statements for additional information.
Senior Notes
The Company has outstanding unsecured senior obligations including those described as senior notes in the long-term debt table above (collectively, the Senior Notes). The Senior Notes rank equally with all other unsecured and unsubordinated indebtedness of the Company. The indentures under which the Senior Notes were issued contain customary covenants, all of which the Company remained in compliance with at October 28, 2016. The Company used the net proceeds from the sale of the Senior Notes primarily for working capital and general corporate uses, which includes the repayment of other indebtedness of the Company, and to fund the acquisition of Covidien in fiscal year 2015. For additional information regarding the terms of these agreements, refer to Note 7 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2016.

15

Medtronic plc
Notes to Consolidated Financial Statements
(Unaudited)


Financial Instruments Not Measured at Fair Value
At October 28, 2016, the total estimated fair value of the Company’s long-term debt, including the current portion, was $29.5 billion compared to a principal value of $27.4 billion. At April 29, 2016, the total estimated fair value was $29.8 billion compared to a principal value of $27.4 billion. The fair value was estimated using quoted market prices for the publicly registered senior notes, which are classified as Level 2 within the fair value hierarchy. The fair values and principal values consider the terms of the related debt and exclude the impacts of debt discounts and derivative/hedging activity.

7. Derivatives and Currency Exchange Risk Management
The Company uses operational and economic hedges, as well as currency exchange rate derivative contracts and interest rate derivative instruments, to manage the impact of currency exchange and interest rate changes on earnings and cash flows. In addition, the Company uses cross currency interest rate swaps to manage currency risk related to certain debt. In order to minimize earnings and cash flow volatility resulting from currency exchange rate changes, the Company enters into derivative instruments, principally forward currency exchange rate contracts. These contracts are designed to hedge anticipated foreign currency transactions and changes in the value of specific assets and liabilities. At inception of the contract, the derivative is designated as either a freestanding derivative or a cash flow hedge. The primary currencies of the derivative instruments are the Euro and Japanese Yen. The Company does not enter into currency exchange rate derivative contracts for speculative purposes. The gross notional amount of all currency exchange rate derivative instruments outstanding at October 28, 2016 and April 29, 2016 was $10.9 billion and $10.8 billion, respectively.
The information that follows explains the various types of derivatives and financial instruments used by the Company, reasons the Company uses such instruments, and the impact such instruments have on the Company’s consolidated balance sheets, statements of income, and statements of cash flows.
Freestanding Derivative Contracts
Freestanding derivative contracts are used to offset the Company’s exposure to the change in value of specific foreign currency denominated assets and liabilities and to offset variability of cash flows associated with forecasted transactions denominated in a foreign currency. The gross notional amount of these contracts, not designated as hedging instruments, outstanding at October 28, 2016 and April 29, 2016, was $5.1 billion and $5.0 billion, respectively.
The amounts and classification of the (losses) gains in the consolidated statements of income related to derivative instruments, not designated as hedging instruments, for the three and six months ended October 28, 2016 and October 30, 2015 were as follows:
(in millions)
 
 
 
Three months ended
Derivatives Not Designated as Hedging Instruments
 
Classification
 
October 28, 2016
 
October 30, 2015
Currency exchange rate contracts (losses) gains
 
Other expense, net
 
$
(38
)
 
$
(4
)
(in millions)
 
 
 
Six months ended
Derivatives Not Designated as Hedging Instruments
 
Classification
 
October 28, 2016
 
October 30, 2015
Currency exchange rate contracts (losses) gains
 
Other expense, net
 
$
(41
)
 
$
16

Cash Flow Hedges
Currency Exchange Rate Risk
Forward contracts designated as cash flow hedges are designed to hedge the variability of cash flows associated with forecasted transactions denominated in a foreign currency that will take place in the future. No gains or losses relating to ineffectiveness of foreign currency cash flow hedges were recognized in earnings during the three and six months ended October 28, 2016 and October 30, 2015. No components of the hedge contracts were excluded in the measurement of hedge ineffectiveness and no hedges were derecognized or discontinued during the three and six months ended October 28, 2016 and October 30, 2015. The gross notional amount of these contracts, designated as cash flow hedges, outstanding at October 28, 2016 and April 29, 2016, was $5.8 billion and $5.7 billion, respectively, and will mature within the subsequent three-year period.

16

Medtronic plc
Notes to Consolidated Financial Statements
(Unaudited)


The amount of gains (losses), location of the gains (losses) in the consolidated statements of income, and the accumulated other comprehensive (loss) income (AOCI) related to currency exchange rate contract derivative instruments designated as cash flow hedges for the three and six months ended October 28, 2016 and October 30, 2015 were as follows:
Three months ended October 28, 2016
 
 

 
 
 
 

 
 
Gross Gains (Losses) Recognized in OCI
on Effective Portion of Derivative
 
Effective Portion of Gains (Losses) on Derivative Reclassified from AOCI into Income
(in millions)
 
 
Derivatives in Cash Flow
Hedging Relationships
 
Amount
 
Classification
 
Amount
Currency exchange rate contracts
 
$
69

 
Other expense, net
 
$
6

Total
 
$
69

 
 
 
$
6

Three months ended October 30, 2015
 
 

 
 
 
 

 
 
Gross Gains (Losses) Recognized in OCI
on Effective Portion of Derivative
 
Effective Portion of Gains (Losses) on Derivative Reclassified from AOCI into Income
(in millions)
 
 
Derivatives in Cash Flow
Hedging Relationships
 
Amount
 
Classification
 
Amount
Currency exchange rate contracts
 
$
17

 
Other expense, net
 
$
89

 
 
 

 
Cost of products sold
 
(15
)
Total
 
$
17

 
 
 
$
74

Six months ended October 28, 2016
 
 

 
 
 
 

 
 
Gross Gains (Losses) Recognized in OCI
on Effective Portion of Derivative
 
Effective Portion of Gains (Losses) on Derivative Reclassified from AOCI into Income
(in millions)
 
 
Derivatives in Cash Flow
Hedging Relationships
 
Amount
 
Location
 
Amount
Currency exchange rate contracts
 
$
190

 
Other expense, net
 
$
22

Total
 
$
190

 
 
 
$
22

Six months ended October 30, 2015
 
 

 
 
 
 

 
 
Gross Gains (Losses) Recognized in OCI
on Effective Portion of Derivative
 
Effective Portion of Gains (Losses) on Derivative Reclassified from AOCI into Income
(in millions)
 
 
Derivatives in Cash Flow
Hedging Relationships
 
Amount
 
Location
 
Amount
Currency exchange rate contracts
 
$
3

 
Other expense, net
 
$
184

 
 
 

 
Cost of products sold
 
(36
)
Total
 
$
3

 
 
 
$
148

Forecasted Debt Issuance Interest Rate Risk
Forward starting interest rate derivative instruments designated as cash flow hedges are designed to manage the exposure to interest rate volatility with regard to future issuances of fixed-rate debt. No gains or losses relating to ineffectiveness of forward starting interest rate derivative instruments were recognized in earnings during the three and six months ended October 28, 2016 and October 30, 2015. No components of the hedge contracts were excluded in the measurement of hedge ineffectiveness during the three and six months ended October 28, 2016 and October 30, 2015. At October 28, 2016, the Company had $300 million of fixed pay, forward starting interest rate swaps with a weighted average fixed-rate of 3.10 percent in anticipation of planned debt issuances in fiscal year 2017.
For the three and six months ended October 28, 2016 and October 30, 2015, the reclassification of the effective portion of the net losses on forward starting interest rate derivative instruments from accumulated other comprehensive loss to interest expense, net was not significant.
The unrealized losses on outstanding forward starting interest rate swap derivative instruments at October 28, 2016 and April 29, 2016 were $54 million and $48 million, respectively. Unrealized losses on outstanding forward starting interest rate swap derivative instruments were recorded in other liabilities, with the offset recorded in accumulated other comprehensive loss in the consolidated balance sheets.

17

Medtronic plc
Notes to Consolidated Financial Statements
(Unaudited)


At October 28, 2016 and April 29, 2016, the Company had $16 million and $(90) million, respectively, in after-tax net unrealized gains (losses) associated with cash flow hedging instruments recorded in accumulated other comprehensive loss. The Company expects that $66 million of after-tax net unrealized gains at October 28, 2016 will be reclassified into the consolidated statements of income over the next 12 months.
Fair Value Hedges
Interest rate derivative instruments designated as fair value hedges are designed to manage the exposure to interest rate movements and to reduce borrowing costs by converting fixed-rate debt into floating-rate debt. Under these agreements, the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount.
At October 28, 2016 and April 29, 2016, the Company had interest rate swaps in gross notional amounts of $1.2 billion, designated as fair value hedges of underlying fixed-rate senior note obligations. For additional information regarding the terms of the Company’s interest rate swap agreements, refer to Note 8 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2016.
At October 28, 2016, the market value of outstanding interest rate swap agreements was a net $80 million unrealized gain, and the market value of the hedged item was a net $80 million unrealized loss. The amounts were recorded in other assets, other current assets, and other liabilities with the offsets recorded in long-term debt and current debt obligations in the consolidated balance sheets. No significant hedge ineffectiveness was recorded as a result of these fair value hedges for the three and six months ended October 28, 2016 and October 30, 2015.
During the three and six months ended October 28, 2016 and October 30, 2015, the Company did not have any significant ineffective fair value hedging instruments. In addition, during the three and six months ended October 28, 2016 and October 30, 2015, the Company did not recognize any significant gains or losses on firm commitments that no longer qualify as fair value hedges.

18

Medtronic plc
Notes to Consolidated Financial Statements
(Unaudited)


Balance Sheet Presentation
The following tables summarize the balance sheet classification and fair value amounts of derivative instruments reported in the consolidated balance sheets at October 28, 2016 and April 29, 2016. The fair value amounts are presented on a gross basis and are segregated between derivatives that are designated and qualify as hedging instruments and those that are not and are further segregated by type of contract within those two categories.
October 28, 2016
 
 
 

 
 
 
 

 
Asset Derivatives
 
Liability Derivatives
(in millions)
Balance Sheet Classification
 
Fair Value
 
Balance Sheet Classification
 
Fair Value
Derivatives designated as hedging instruments:
 
 
 

 
 
 
 

Currency exchange rate contracts
Other current assets
 
$
207

 
Other accrued expenses
 
$
98

Interest rate contracts
Other assets
 
80

 
Other liabilities
 
54

Currency exchange rate contracts
Other assets
 
80

 
Other liabilities
 
40

Total derivatives designated as hedging instruments
 
 
$
367

 
 
 
$
192

Derivatives not designated as hedging instruments:
 
 
 

 
 
 
 

Currency exchange rate contracts
Other current assets
 
$
58

 
Other accrued expenses
 
$
46

Cross currency interest rate contracts
Other current assets
 
1

 
Other accrued expenses
 

Cross currency interest rate contracts
Other assets
 
6

 
Other liabilities
 
10

Total derivatives not designated as hedging instruments
 
 
$
65

 
 
 
$
56

 
 
 
 
 
 
 
 
Total derivatives
 
 
$
432

 
 
 
$
248

April 29, 2016
 
 
 

 
 
 
 

 
Asset Derivatives
 
Liability Derivatives
(in millions)
Balance Sheet Classification
 
Fair Value
 
Balance Sheet Classification
 
Fair Value
Derivatives designated as hedging instruments:
 
 
 

 
 
 
 

Currency exchange rate contracts
Other current assets
 
$
123

 
Other accrued expenses
 
$
89

Interest rate contracts
Other assets
 
89

 
Other liabilities
 
48

Currency exchange rate contracts
Other assets
 
9

 
Other liabilities
 
54

Total derivatives designated as hedging instruments
 
 
$
221

 
 
 
$
191

Derivatives not designated as hedging instruments:
 
 
 

 
 
 
 

Commodity derivatives
Other current assets
 
$

 
Other accrued expenses
 
$
1

Currency exchange rate contracts
Other current assets
 
13

 
Other accrued expenses
 
23

Cross currency interest rate contracts
Other assets
 
14

 
Other liabilities
 
4

Total derivatives not designated as hedging instruments
 
 
$
27

 
 
 
$
28

 
 
 
 
 
 
 
 
Total derivatives
 
 
$
248

 
 
 
$
219


19

Medtronic plc
Notes to Consolidated Financial Statements
(Unaudited)


The following table provides information by level for the derivative assets and liabilities that are measured at fair value on a recurring basis at October 28, 2016 and April 29, 2016.
 
October 28, 2016
 
April 29, 2016
(in millions)
Level 1
 
Level 2
 
Level 1
 
Level 2
Derivative assets
$
345

 
$
87

 
$
145

 
$
103