Obligation Medtronix 3.625% ( US585055BC90 ) en USD

Medtronix

100 % ▼

Etats-unis

US585055BC90 ( en USD )

3.625% par an ( paiement semestriel )

14/03/2024 - Obligation échue

Prospectus brochure de l'obligation Medtronic Inc US585055BC90 en USD 3.625%, échue

2 000 USD

432 483 000 USD

585055BC9

A ( Qualité moyenne supérieure )

Medtronic Inc. est une société américaine de technologie médicale qui conçoit, fabrique, distribue et vend des dispositifs médicaux, notamment des stimulateurs cardiaques, des défibrillateurs, des pompes à insuline et des dispositifs de neuromodulation.

L'Obligation émise par Medtronix ( Etats-unis ) , en USD, avec le code ISIN US585055BC90, paye un coupon de 3.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2024

L'Obligation émise par Medtronix ( Etats-unis ) , en USD, avec le code ISIN US585055BC90, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Medtronix ( Etats-unis ) , en USD, avec le code ISIN US585055BC90, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-179938
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of each class of
to be
Offering Price
Aggregate
Amount of
securities offered

Registered

Per Unit(1)

Offering Price
Registration Fee(1)
Floating Rate Senior Notes due 2017
$ 250,000,000
100%
$ 250,000,000
$ 32,200
0.875% Senior Notes due 2017
$ 250,000,000
99.897%
$ 249,742,500
$ 32,167
3.625% Senior Notes due 2024
$ 850,000,000
99.806%
$ 848,351,000
$109,268
4.625% Senior Notes due 2044
$ 650,000,000
99.338%
$ 645,697,000
$ 83,166
Total
$2,000,000,000
$1,993,790,500
$256,801

(1) Calculated in accordance with Rules 457(o) and 457(r).
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PROSPECTUS SUPPLEMENT
(To Prospectus dated March 6, 2012)

MEDTRONIC, INC.
$250,000,000 Floating Rate Senior Notes due 2017
$250,000,000 0.875% Senior Notes due 2017
$850,000,000 3.625% Senior Notes due 2024
$650,000,000 4.625% Senior Notes due 2044
We are offering $250,000,000 aggregate principal amount of floating rate senior notes due 2017 (the "2017 floating rate notes"),
$250,000,000 aggregate principal amount of 0.875% senior notes due 2017 (the "2017 notes"), $850,000,000 aggregate principal amount of
3.625% senior notes due 2024 (the "2024 notes"), and $650,000,000 aggregate principal amount of 4.625% senior notes due 2044 (the "2044
notes", and together with the 2017 notes and the 2024 notes, the "fixed rate notes", and together with the 2017 floating rate notes, the "notes").
The notes will mature as follows: on February 27, 2017, in the case of the 2017 floating rate notes; February 27, 2017, in the case of the 2017
notes; March 15, 2024, in the case of the 2024 notes; and March 15, 2044, in the case of the 2044 notes.
We wil pay interest on the 2017 floating rate notes on February 27, May 27, August 27 and November 27 of each year, beginning May 27,
2014; on the 2017 notes on February 27 and August 27 of each year, beginning August 27, 2014; and on the 2024 notes and 2044 notes on
March 15 and September 15 of each year, beginning September 15, 2014. The notes of each series will be issued only in denominations of $2,000
and integral multiples of $1,000 in excess thereof.
We may redeem any series of the fixed rate notes offered hereby, in whole or in part, at any time prior to their maturity at the applicable
redemption prices described in this prospectus supplement.
The notes will be unsecured and wil rank equally with all our other unsubordinated unsecured indebtedness from time to time outstanding.
See "Risk Factors" beginning on page S-7 for a discussion of certain risks that you should consider in connection with an
investment in the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Underwriting Discounts
Proceeds before

Public Offering Price(1)
and Commissions

Expenses(1)
Per 2017 floating rate note

100%

0.250%

99.750%
Total

$
250,000,000
$
625,000
$ 249,375,000
Per 2017 note

99.897%

0.250%

99.647%
Total

$
249,742,500
$
625,000
$ 249,117,500
Per 2024 note

99.806%

0.450%

99.356%
Total

$
848,351,000
$
3,825,000
$ 844,526,000
Per 2044 note

99.338%

0.875%

98.463%
Total

$
645,697,000
$
5,687,500
$ 640,009,500

(1) Plus accrued interest, if any, from February 27, 2014, if settlement occurs after such date.
The notes will not be listed on any securities exchange. Currently, there are no public markets for the notes.
The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company and its
participants, including Euroclear and Clearstream, on or about February 27, 2014.
Joint Book-Running Managers

Barclays

BofA Merrill Lynch

Goldman, Sachs & Co.

RBS
Senior Co-Managers
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Morgan Stanley
UBS Investment Bank

Co-Managers

Mizuho Securities

US Bancorp

Wells Fargo Securities

February 20, 2014
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Table of Contents
Prospectus Supplement

Page
About This Prospectus Supplement
ii

Where You Can Find More Information
iii

Documents Incorporated by Reference
iii

Caution Regarding Forward-Looking Statements
iv

Prospectus Supplement Summary
S-1

Risk Factors
S-7

Use of Proceeds
S-9

Capitalization
S-10
Ratio of Earnings to Fixed Charges
S-11
Description of Notes
S-12
Material U.S. Federal Income Tax Considerations
S-18
Underwriting
S-22
Legal Matters
S-24
Experts
S-25
Financial Tables
F-1

Prospectus
Medtronic, Inc.
1

Where You Can Find More Information
2

Documents Incorporated by Reference
2

Description of Capital Stock
3

Description of Debt Securities
6

Description of Purchase Contracts
16

Description of Warrants
17

Description of Units
18

Form of Securities
19

Plan of Distribution
21

Validity of Securities
23

Experts
23

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering.
The second part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. This
prospectus supplement and the information incorporated by reference in this prospectus supplement also add to, update and change
information contained or incorporated by reference in the accompanying prospectus. If information in this prospectus supplement or
the information incorporated by reference in this prospectus supplement is inconsistent with the accompanying prospectus or the
information incorporated by reference therein, then this prospectus supplement or the information incorporated by reference in this
prospectus supplement will apply and will supersede the information in the accompanying prospectus.
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in
some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.
Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our
affairs.
The accompanying prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or
SEC, using a shelf registration statement. Under the shelf registration process, from time to time, we may offer and sell securities in
one or more offerings.
It is important that you read and consider all of the information contained in this prospectus supplement and the accompanying
prospectus in making your investment decision. You should also read and consider the information in the documents to which we have
referred you in "Where You Can Find More Information" on page iii of this prospectus supplement.
We have not authorized anyone to provide any information other than that contained or incorporated by reference in this
prospectus supplement, the accompanying prospectus and any free writing prospectus prepared by or on behalf of us or to
which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. We are not making an offer to sell these notes in any jurisdiction where the offer or sale
is not permitted. The information contained in or incorporated by reference in this prospectus supplement, the accompanying
prospectus, and any free writing prospectus, and the documents incorporated and deemed to be incorporated by reference
herein and therein, is accurate only as of the respective dates of those documents. Our business, financial condition, results of
operations and/or prospects may have changed since those dates.
We expect that delivery of the notes will be made to investors on or about February 27, 2014, which will be the fifth business
day following the date of this prospectus supplement (such settlement being referred to as "T+5"). Under Rule 15c6-1 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary market are required, subject to certain
exceptions, to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers
who wish to trade the notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the
notes will initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed
settlement. Those purchasers should consult their advisors.
All references in this prospectus supplement and the accompanying prospectus to "Medtronic," "we," "us" or "our" mean
Medtronic, Inc. and its consolidated subsidiaries except where it is clear from the context that the term means only the issuer,
Medtronic, Inc. Unless otherwise stated, currency amounts in this prospectus supplement and the accompanying prospectus are stated
in United States dollars.

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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are
available to the public through the Internet at the SEC's website at http://www.sec.gov. You may also read and copy any document we
file at the SEC's public reference room at 100 F Street N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for
further information on the operation of the public reference room. In addition, you can inspect reports and other information we file at
the office of the New York Stock Exchange, Inc., 20 Broad Street, New York, NY 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference the information we file with them into this prospectus supplement and the
accompanying prospectus. This means that we are disclosing important information to you by referring you to another document that
we have filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus
supplement and the accompanying prospectus, except for any information superseded by information contained directly in this
prospectus supplement. Information that we file with the SEC after the date of this prospectus supplement will automatically update
and, where applicable, modify and supersede the information included or incorporated by reference in this prospectus supplement and
the accompanying prospectus. We incorporate by reference the documents listed below (other than any portions of any such
documents that are not deemed "filed" under the Exchange Act in accordance with the Exchange Act and applicable SEC rules):

· Our Annual Report on Form 10-K for the fiscal year ended April 26, 2013, filed on June 24, 2013, including portions of

our Proxy Statement for our 2013 Annual Meeting of Shareholders held August 22, 2013, filed July 12, 2013, to the extent
specifically incorporated by reference into such Form 10-K;

· Our Quarterly Report on Form 10-Q for the fiscal quarter ended July 26, 2013, filed on September 4, 2013;

· Our Quarterly Report on Form 10-Q for the fiscal quarter ended October 25, 2013, filed on December 3, 2013;

· Our Current Reports on Form 8-K filed June 27, 2013, August 27, 2013, October 23, 2013, February 14, 2014 and

February 21, 2014; and

· Any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until we sell all of

the securities offered by this prospectus supplement.
You may request a copy of these filings at no cost by writing or telephoning our Investor Relations Department, Medtronic, Inc.,
710 Medtronic Parkway, Minneapolis, Minnesota 55432-5603; Telephone Number (763) 514-4000.

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein, may
include "forward-looking" statements. Forward-looking statements broadly involve our current expectations or forecasts of future
results. Our forward-looking statements generally relate to our growth and growth strategies, financial results, product development,
research and development strategy, regulatory approvals, competitive strengths, restructuring initiatives, intellectual property rights,
litigation and tax matters, government investigations, mergers and acquisitions, divestitures, market acceptance of our products,
accounting estimates, financing activities, ongoing contractual obligations, working capital adequacy, our effective tax rate and sales
efforts. Such statements can be identified by the use of terminology such as "anticipate," "believe," "could," "estimate," "expect,"
"forecast," "intend," "looking ahead," "may," "plan," "possible," "potential," "project," "should," "will" and similar words or
expressions. Forward-looking statements in this prospectus supplement, the accompanying prospectus, and the documents
incorporated by reference herein and therein include, but are not limited to, statements regarding our ability to drive long-term
shareholder value; development and future launches of products and continued or future acceptance of products in our operating
segments; expected timing for completion of research studies relating to our products; market positioning and performance of our
products, including stabilization of certain product markets and unanticipated issues that may affect U.S. FDA and non-U.S. regulatory
approval of new products; increased presence in new markets, including markets outside the U.S.; changes in the market and our
market share; acquisitions and investment initiatives, as well as integration of acquired companies into our operations; the resolution
of tax matters; the effectiveness of our development activities in reducing patient care costs and hospital stay lengths; our approach
toward cost containment; our expectations regarding health care costs; the elimination of certain positions or costs related to
restructuring initiatives; outcomes in our litigation matters and government investigations; general economic conditions; the adequacy
of available working capital and our working capital needs; the continued strength of our balance sheet and liquidity; our accounts
receivable exposure; and the potential impact of our compliance with governmental regulations and accounting guidance.
One must carefully consider forward-looking statements and understand that such statements may be affected by inaccurate
assumptions and may involve a variety of risks and uncertainties, known and unknown, including, among others, those discussed in the
section entitled "Risk Factors" in this prospectus supplement and our Form 10-K for our fiscal year ended April 26, 2013, and the
section entitled "Government Regulation and Other Considerations" in our Form 10-K for the fiscal year ended April 26, 2013, as
well as those related to competition in the medical device industry, reduction or interruption in our supply, quality problems,
liquidity, decreasing prices, changes in applicable tax rates, adverse regulatory action, litigation results, self-insurance, commercial
insurance, healthcare policy changes and international operations. Consequently, no forward-looking statement can be guaranteed and
actual results may vary materially. We intend to take advantage of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 regarding our forward-looking statements, and are including this sentence for the express purpose of enabling us
to use the protections of the safe harbor with respect to all forward-looking statements.
We undertake no obligation to update any statement we make, but investors are advised to consult any further disclosures by us
in our filings with the Securities and Exchange Commission, especially our reports on Forms 10-K, 10-Q, and 8-K, in which we
discuss in more detail various important factors that could cause actual results to differ from expected or historical results. In
addition, actual results may differ materially from those anticipated due to a number of factors, including, among others, those
discussed in the section entitled "Risk Factors" in our reports on Form 10-K and, as applicable, Form 10-Q. It is not possible to
foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all
risks, uncertainties, or potentially inaccurate assumptions.

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PROSPECTUS SUPPLEMENT SUMMARY
Medtronic, Inc.
We are the global leader in medical technology--alleviating pain, restoring health and extending life for millions of people
around the world. We develop, manufacture and market our medical devices in more than 140 countries. Our primary products
include those for cardiac rhythm disorders, cardiovascular disease, neurological disorders, spinal conditions and musculoskeletal
trauma, urological and digestive disorders, diabetes, and ear, nose, and throat conditions. We operate under three reportable
segments and three operating segments, the Cardiac and Vascular Group (composed of the Cardiac Rhythm Disease Management
(CRDM), Coronary, Structural Heart, and Endovascular businesses), the Restorative Therapies Group (composed of the Spine,
Neuromodulation, and Surgical Technologies businesses), and the Diabetes Group. We were founded in 1949 and were
incorporated in Minnesota in 1957. Our principal executive offices are located at 710 Medtronic Parkway, Minneapolis,
Minnesota 55432-5603 and our telephone number is (763) 514-4000.
Recent Developments
On February 18, 2014, we issued a press release announcing our results for the fiscal quarter ended January 24, 2014. The
following preliminary financial data for the three and nine months ended January 24, 2014 is based on the most current
information available to management. Our actual results may differ from these preliminary results due to the completion of review
procedures by our independent registered public accounting firm, identification of final adjustments and the occurrence of other
developments that may arise between the date of this prospectus supplement and the date financial results for the three and nine
months ended January 24, 2014 are finalized.
We reported worldwide third quarter revenue of $4.163 billion, compared to the $4.027 billion reported in the third quarter
of fiscal year 2013, an increase of 4 percent on a constant currency basis after adjusting for a $41 million negative foreign
currency impact or 3 percent as reported. As reported, third quarter net earnings were $762 million, or $0.75 per diluted share, a
decrease of 23 percent for both compared to the same period in the prior year. Third quarter net earnings and diluted earnings per
share on a non-GAAP basis were $916 million and $0.91, a decrease of 3 percent and 2 percent, respectively, over the same
period in the prior year. This decline was primarily driven by a difficult comparison due to a $0.03 benefit we received in the
third quarter of fiscal year 2013 from the extension of the U.S. R&D tax credit, which has not yet been renewed this year, as well
as higher levels of interest expense and U.S. medical device excise tax in the third quarter of fiscal year 2014 compared to the
same period last year. The most significant third quarter GAAP to non-GAAP adjustment was a charge primarily related to the
impairment of our renal denervation in-process research and development and related long-lived assets following the
announcement that the HTN-3 trial did not meet its primary efficacy endpoint. While we are still in the process of evaluating the
long-term strategy for our renal denervation program, an impairment charge was deemed necessary as a majority of the value of
the renal denervation intangible assets were tied to U.S. approval.
Third quarter international revenue of $1.898 billion increased 4 percent on a constant currency basis or 2 percent as
reported. International sales accounted for 46 percent of our worldwide revenue in the quarter. Emerging market revenue of $521
million increased 12 percent on a constant currency basis or 10 percent as reported and represented 13 percent of our revenue.
Cardiac and Vascular Group
The Cardiac and Vascular Group includes the Cardiac Rhythm Disease Management (CRDM), Coronary, Structural Heart,
and Endovascular businesses. The Group had worldwide sales in the quarter of $2.119 billion,

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representing an increase of 2 percent on a constant currency basis or 1 percent as reported. Group revenue performance was
driven by growth in Structural Heart, Endovascular, Implantable Cardioverter Defibrillators (ICDs), and AF and Other, which
included growth from Hospital Solutions and Cardiocom®, partially offset by declines in Pacing. Group international sales of
$1.211 billion increased 3 percent on a constant currency basis or 1 percent as reported.
CRDM revenue of $1.184 billion grew 2 percent on a constant currency basis or 1 percent as reported. Third quarter
revenue from ICDs was $655 million, an increase of 1 percent on a constant currency basis. In international markets, strong
adoption of the VivaTM XT CRT-D drove growth in Western Europe and Japan. Pacing revenue was $439 million, a decline of 2
percent on a constant currency basis. AF Solutions grew over 20 percent driven by robust growth from the Arctic Front®
CryoAblation System, which grew over 30 percent.
Coronary revenue of $436 million was flat on a constant currency basis or declined 2 percent as reported. Sales of
drug-eluting stents increased 5 percent on a constant currency basis, driven by global share gains of the Resolute® Integrity®
drug-eluting stent.
Structural Heart revenue of $281 million grew 4 percent on a constant currency basis or 3 percent as reported. Growth was
driven by continued strong international results from the CoreValve® transcatheter aortic heart valve. We received FDA approval
for this product for extreme risk patients in the U.S. late in the third quarter.
Endovascular revenue of $218 million grew 4 percent on a constant currency basis or 3 percent as reported. Third quarter
growth was negatively affected by the divestiture of a reentry catheter product line, as well as removing a peripheral below-
the-knee product from the market. The Aortic business had mid-single digit revenue growth on a constant currency basis in the
U.S. and Europe despite competitive pressure from new entrants.
Restorative Therapies Group
The Restorative Therapies Group includes the Spine, Neuromodulation and Surgical Technologies businesses. The Group
had worldwide sales in the quarter of $1.608 billion, representing an increase of 5 percent on a constant currency basis or 4
percent as reported. Group revenue was driven by growth in Surgical Technologies and Neuromodulation. Group international
sales of $521 million increased 6 percent on a constant currency basis or 3 percent as reported.
Spine revenue of $744 million was flat on a constant currency basis or declined 1 percent as reported. Core Spine revenue
of $631 million was flat on a constant currency basis or declined 1 percent as reported. Excluding sales of balloon kyphoplasty,
Core Spine grew in the low-single digits on a constant currency basis both globally and in the U.S. We estimate the global and
U.S. spine markets continued to show signs of stability. The Core Spine business continues to differentiate itself from competition
through its Surgical SynergyTM program of enabling technologies, including imaging, navigation, and powered surgical
instruments. BMP revenue of $113 million declined 1 percent on a constant currency basis, as the business is seeing signs of
sequential stability in underlying demand and faced a favorable comparison due to a supply constraint in the prior year period.
Surgical Technologies revenue of $386 million grew 11 percent on a constant currency basis or 10 percent as
reported. Revenue growth was driven by upgrades of the StealthStation® S7® Surgical Navigation System and NIM® ENT nerve
monitoring capital equipment, robust U.S. sales of O-arm® imaging capital equipment, and continued strong adoption of the
Aquamantys® Transcollation® and PEAK PlasmaBlade® technologies.

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Neuromodulation revenue of $478 million increased 7 percent on both a constant currency basis and as reported. Growth
was driven by strong performance from Activa® deep brain stimulation systems and the RestoreSensor® SureScan® MRI spinal
cord stimulator.
Diabetes Group
Diabetes revenue of $436 million grew 16 percent on both a constant currency basis and as reported. The acceleration in
growth was driven by the ongoing U.S. launch of the MiniMed® 530G with Enlite® continuous glucose monitoring sensor, which
was approved late in the second quarter.
Financial Tables
Financial tables setting forth additional information regarding our fiscal year 2014 third quarter results are included in this
prospectus supplement beginning at page F-1. Such information includes a reconciliation of consolidated GAAP net earnings to
consolidated non-GAAP net earnings and consolidated GAAP diluted EPS to consolidated non-GAAP diluted EPS and a
description of the reconciling items, beginning on page F-5 of this prospectus supplement.

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