Obligation Medtronix 3.15% ( US585055BR69 ) en USD

Medtronix

100 % ▼

Etats-unis

US585055BR69 ( en USD )

3.15% par an ( paiement semestriel )

14/03/2022 - Obligation échue

Prospectus brochure de l'obligation Medtronic Inc US585055BR69 en USD 3.15%, échue

2 000 USD

1 534 396 000 USD

585055BR6

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 US585055BR69, paye un coupon de 3.15% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2022

L'Obligation émise par Medtronix ( Etats-unis ) , en USD, avec le code ISIN US585055BR69, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Medtronix ( Etats-unis ) , en USD, avec le code ISIN US585055BR69, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-205732-01
PROSPECTUS
MEDTRONIC, INC.
(a Minnesota corporation and 100%-owned subsidiary of Medtronic public limited company)
Offer to exchange
$500,000,000 aggregate principal amount of Floating Rate Senior Notes due March 15, 2020
(CUSIP Nos. 585055 BH8 and U3155L AD9)
for
$500,000,000 aggregate principal amount of Floating Rate Senior Notes due March 15, 2020
(CUSIP No. 585055 BJ4),
$1,000,000,000 aggregate principal amount of 1.500% Senior Notes due March 15, 2018
(CUSIP Nos. 585055 BK1 and U3155L AE7)
for
$1,000,000,000 aggregate principal amount of 1.500% Senior Notes due March 15, 2018
(CUSIP No. 585055 BQ8),
$2,500,000,000 aggregate principal amount of 2.500% Senior Notes due March 15, 2020
(CUSIP Nos. 585055 BF2 and U3155L AC1)
for
$2,500,000,000 aggregate principal amount of 2.500% Senior Notes due March 15, 2020
(CUSIP No. 585055 BG0),
$2,500,000,000 aggregate principal amount of 3.150% Senior Notes due March 15, 2022
(CUSIP Nos. 585055 BL9 and U3155L AF4)
for
$2,500,000,000 aggregate principal amount of 3.150% Senior Notes due March 15, 2022
(CUSIP No. 585055 BR6),
$4,000,000,000 aggregate principal amount of 3.500% Senior Notes due March 15, 2025
(CUSIP Nos. 585055 BM7 and U3155L AG2)
for
$4,000,000,000 aggregate principal amount of 3.500% Senior Notes due March 15, 2025
(CUSIP No. 585055 BS4),
$2,500,000,000 aggregate principal amount of 4.375% Senior Notes due March 15, 2035
(CUSIP Nos. 585055 BN5 and U3155L AH0)
for
$2,500,000,000 aggregate principal amount of 4.375% Senior Notes due March 15, 2035
(CUSIP No. 585055 BT2) and
$4,000,000,000 aggregate principal amount of 4.625% Senior Notes due March 15, 2045
(CUSIP Nos. 585055 BP0 and U3155L AJ6)
for
$4,000,000,000 aggregate principal amount of 4.625% Senior Notes due March 15, 2045
(CUSIP No. 585055 BU9)
that have been registered under the Securities Act of 1933, as amended (the "Securities Act")

fully and unconditionally guaranteed by
MEDTRONIC GLOBAL HOLDINGS S.C.A.
(an entity organized under the laws of Luxembourg and 100%-owned subsidiary of Medtronic public limited company)
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and
MEDTRONIC PUBLIC LIMITED COMPANY
(a public limited company organized under the laws of Ireland)

The exchange offers will expire at 11:59 p.m.,
New York City time, on August 31, 2015, unless extended.
Table of Contents
This prospectus contains an offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of
transmittal (which together constitute the "exchange offers"), to exchange:
(i) up to $500,000,000 aggregate principal amount of the outstanding Floating Rate Senior Notes due March 15, 2020 (CUSIP Nos. 585055
BH8 and U3155L AD9) issued by Medtronic, Inc., a Minnesota corporation ("Medtronic, Inc."), together with the subsequent full and
unconditional guarantees of such notes by Medtronic plc, a public limited company organized under the laws of Ireland (the "Company,"
"we" and "our"), and Medtronic Global Holdings S.C.A., an entity organized under the laws of Luxembourg ("Medtronic Luxco" and,
together with the Company, the "guarantors," and such notes together with such guarantees, the "original floating rate notes"), for a like
principal amount of Floating Rate Senior Notes due March 15, 2020, issued by Medtronic, Inc. and guaranteed by the guarantors, that have
been registered under the Securities Act (CUSIP No. 585055 BJ4) (the "exchange floating rate notes");
(ii) up to $1,000,000,000 aggregate principal amount of the outstanding 1.500% Senior Notes due March 15, 2018 (CUSIP Nos. 585055 BK1
and U3155L AE7) issued by Medtronic, Inc. together with the subsequent full and unconditional guarantees of such notes by the guarantors
(such notes together with such guarantees, the "original 2018 notes") for a like principal amount of 1.500% Senior Notes due March 15,
2018, issued by Medtronic, Inc. and guaranteed by the guarantors, that have been registered under the Securities Act (CUSIP No. 585055
BQ8) (the "exchange 2018 notes");
(iii) up to $2,500,000,000 aggregate principal amount of the outstanding 2.500% Senior Notes due March 15, 2020 (CUSIP Nos. 585055 BF2
and U3155L AC1) issued by Medtronic, Inc. together with the subsequent full and unconditional guarantees of such notes by the guarantors
(such notes together with such guarantees, the "original 2020 notes") for a like principal amount of 2.500% Senior Notes due March 15,
2020, issued by Medtronic, Inc. and guaranteed by the guarantors, that have been registered under the Securities Act (CUSIP No. 585055
BG0) (the "exchange 2020 notes");
(iv) up to $2,500,000,000 aggregate principal amount of the outstanding 3.150% Senior Notes due March 15, 2022 (CUSIP Nos. 585055 BL9
and U3155L AF4) issued by Medtronic, Inc. together with the subsequent full and unconditional guarantees of such notes by the guarantors
(such notes together with such guarantees, the "original 2022 notes") for a like principal amount of 3.150% Senior Notes due March 15,
2022, issued by Medtronic, Inc. and guaranteed by the guarantors, that have been registered under the Securities Act (CUSIP No. 585055
BR6) (the "exchange 2022 notes");
(v) up to $4,000,000,000 aggregate principal amount of the outstanding 3.500% Senior Notes due March 15, 2025 (CUSIP Nos. 585055 BM7
and U3155L AG2) issued by Medtronic, Inc. together with the subsequent full and unconditional guarantees of such notes by the guarantors
(such notes together with such guarantees, the "original 2025 notes") for a like principal amount of 3.500% Senior Notes due March 15,
2025, issued by Medtronic, Inc. and guaranteed by the guarantors, that have been registered under the Securities Act (CUSIP No. 585055
BS4) (the "exchange 2025 notes");
(vi) up to $2,500,000,000 aggregate principal amount of the outstanding 4.375% Senior Notes due March 15, 2035 (CUSIP Nos. 585055 BN5
and U3155L AH0) issued by Medtronic, Inc. together with the subsequent full and unconditional guarantees of such notes by the guarantors
(such notes together with such guarantees, the "original 2035 notes") for a like principal amount of 4.375% Senior Notes due March 15,
2035, issued by Medtronic, Inc. and guaranteed by the guarantors, that have been registered under the Securities Act (CUSIP No. 585055
BT2) (the "exchange 2035 notes"); and
(vii) up to $4,000,000,000 aggregate principal amount of the outstanding 4.625% Senior Notes due March 15, 2045 (CUSIP Nos. 585055
BP0 and U3155L AJ6) issued by Medtronic, Inc. together with the subsequent full and unconditional guarantees of such notes by the
guarantors (such notes together with such guarantees, the "original 2045 notes" and, together with the original floating rate notes, original
2018 notes, original 2020 notes, original 2022 notes, original 2025 notes, and original 2035 notes, the "original notes") for a like principal
amount of 4.625% Senior Notes due March 15, 2045, issued by Medtronic, Inc. and guaranteed by the guarantors, that have been registered
under the Securities Act (CUSIP No. 585055 BU9) (the "exchange 2045 notes" and, together with the exchange floating rate notes, exchange
2018 notes, exchange 2020 notes, exchange 2022 notes, exchange 2025 notes, and exchange 2035 notes, the "exchange notes").
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Table of Contents
When we use the term "notes" in this prospectus, the term includes the original notes and the exchange notes unless otherwise indicated or
the context otherwise requires. The original floating rate notes and exchange floating rate notes are together referred to as the "floating rate notes,"
the original 2018 notes and exchange 2018 notes are together referred to as the "2018 notes," the original 2020 notes and exchange 2020 notes are
together referred to as the "2020 notes," the original 2022 notes and exchange 2022 notes are together referred to as the "2022 notes," the original
2025 notes and exchange 2025 notes are together referred to as the "2025 notes," the original 2035 notes and exchange 2035 notes are together
referred to as the "2035 notes" and the original 2045 notes and exchange 2045 notes are together referred to as the "2045 notes." The terms of the
exchange offers are summarized below and are more fully described in this prospectus.
The form and terms of each series of exchange notes are substantially identical in all material respects to the form and terms of the
corresponding series of original notes, except for the issue date and that the transfer restrictions, registration rights and additional interest
provisions applicable to the original notes do not apply to the exchange notes.
Medtronic, Inc. will accept for exchange any and all original notes validly tendered and not validly withdrawn prior to 11:59 p.m., New York
City time, on August 31, 2015, unless extended (the "expiration date").
You may withdraw tenders of original notes at any time prior to the expiration of the exchange offers.
None of us, Medtronic, Inc. and Medtronic Luxco will receive any proceeds from the exchange offers. The original notes surrendered in
exchange for the exchange notes will be retired and cancelled and will not be reissued. Accordingly, issuance of the exchange notes will not result
in any increase in our, Medtronic, Inc.'s or Medtronic Luxco's outstanding indebtedness.
The exchange of any series of original notes for the corresponding series of exchange notes will not be a taxable event for U.S. federal
income tax purposes.
No public market currently exists for the original notes. We do not intend to list the exchange notes on any securities exchange and,
therefore, no active public market for the exchange notes is anticipated.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in
exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading
activities. We, Medtronic, Inc. and Medtronic Luxco have agreed that, for a period of 180 days after the expiration date, we will make this
prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

See "Risk Factors" beginning on page 16 to read about important factors you should consider before
tendering your original notes.
None of us, Medtronic, Inc. and Medtronic Luxco are not making an offer to exchange notes in any jurisdiction where the offer is not
permitted.
Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 4, 2015
Table of Contents
TABLE OF CONTENTS

Forward-Looking Statements
iii
Market and Industry Data
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Incorporation of Certain Documents by Reference
vi
Summary
1
Risk Factors
16
The Exchange Offers
24
Use of Proceeds
35
Ratio of Earnings to Fixed Charges
35
Description of Notes
36
Book-Entry Settlement and Clearance
52
Material U.S. Federal Income Tax Considerations
55
Service of Process and Enforcement of Liabilities
60
Plan of Distribution
64
Legal Matters
65
Experts
65
In this prospectus, unless the context otherwise requires, the terms "Company," "combined Company," "us," "we" and "our" refer to
Medtronic plc, a public limited company organized under the laws of Ireland, and its consolidated subsidiaries. The term "Medtronic, Inc." refers
to Medtronic, Inc., a Minnesota corporation; the term "Covidien" refers to Covidien Limited (formerly known as Covidien plc), a private limited
company organized under the laws of Ireland; and the term "Medtronic Luxco" refers to Medtronic Global Holdings S.C.A., an entity organized
under the laws of Luxembourg.
On January 26, 2015, pursuant to the transaction agreement, dated as of June 15, 2014 (the Transaction Agreement), by and among
Medtronic, Inc., Covidien, the Company (formerly known as Medtronic Limited, Medtronic Holdings Limited and Kalani I Limited), Makani II
(formerly known as Makani II Limited), an unlimited company organized under the laws of Ireland and a 100%-owned subsidiary of Medtronic plc
("IrSub"), Aviation Acquisition Co., Inc., a Minnesota corporation ("U.S. AcquisitionCo"), and Aviation Merger Sub, LLC, a Minnesota limited
liability company and a 100%-owned subsidiary of U.S. AcquisitionCo ("MergerSub"), (i) the Company and IrSub acquired Covidien (the
"Acquisition") pursuant to the Irish Scheme of Arrangement under Section 201, and a capital reduction under Sections 72 and 74, of the Irish
Companies Act of 1963 and (ii) MergerSub merged with and into Medtronic, Inc., with Medtronic, Inc. as the surviving corporation in the merger
(the "Merger" and, together with the Acquisition, the "Covidien Transactions"). Following the consummation of the Covidien Transactions on
January 26, 2015, Medtronic, Inc. and Covidien became subsidiaries of the Company. In connection with the consummation of the Covidien
Transactions, the Company re-registered as a public limited company organized under the laws of Ireland.
We are responsible for the information contained or incorporated by reference into this prospectus. We have not authorized anyone to give
you any other information, and we take no responsibility for any other information that others may give you. We are not making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained or incorporated
by reference in this prospectus is accurate as of any date other than the date of the document containing the information.

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This prospectus contains summaries of the material terms of certain documents and refers you to certain documents that we have filed with
the SEC. See "Incorporation of Certain Documents by Reference." Copies of these documents, except for certain exhibits and schedules, will be
made available to you without charge upon written or oral request to:
Medtronic, Inc.
Investor Relations Department
710 Medtronic Parkway
Minneapolis (Fridley), MN 55432
(763) 514-4000
In order to obtain timely delivery of such materials, you must request information from us no later than five business days prior to
the expiration date of the exchange offers.

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FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain "forward-looking statements" within the meaning of the U.S.
federal securities laws. Forward-looking statements include, without limitation, statements concerning plans, objectives, goals, projections,
strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical fact. 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 (including matters related to the recently completed Covidien Transactions), divestitures, market
acceptance of our products, accounting estimates, financing activities, ongoing contractual obligations, working capital adequacy, our effective tax
rate, and sales efforts. Forward-looking statements may be identified by the use of words like "anticipate," "believe," "could," "contemplate,"
"estimate," "expect," "forecast," "intend," "likely," "looking ahead," "may," "might," "plan," "possible," "potential," "project," "seek," "should,"
"target," "will," "would" or expressions of similar meaning. Forward-looking statements reflect management's good faith evaluation of
information currently available and are based on our current expectations and assumptions regarding our business, the economy and other future
conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances
that are difficult to predict, including, among others, those discussed in the section entitled "Risk Factors" in this prospectus and in our Annual
Report on Form 10-K for the fiscal year ended April 24, 2015, and the section entitled "Government Regulation and Other Conditions" in our
Annual Report on Form 10-K for the fiscal year ended April 24, 2015. Specific factors that may impact performance or other predictions of future
actions have, in many but not all cases, been identified in connection with specific forward-looking statements. Our actual results may differ
materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances
of future performance. We caution you therefore against relying on any of these forward-looking statements.
Important factors that could cause actual results to differ materially from those in the forward-looking statements include economic, business,
competitive, market and regulatory conditions and the following:

·
our ability to compete in the highly competitive medical device industry;

·
the effect of a reduction or interruption in supply and our ability to develop alternative sources for supply;

·
the effect of greater scrutiny and regulation by governmental authorities of our industry;

·
the effect of laws and governmental regulations, including environmental laws and regulations, and any adverse regulatory action;

·
our failure to comply with rules relating to reimbursement and regulation of health care goods and services;

·
unanticipated issues that may affect U.S. Food and Drug Administration and non-U.S. regulatory approval of new products;

·
our substantial dependence on patent and other proprietary rights and the failure to protect such rights or to be successful in litigation

related to our rights or the rights of others;

·
the effect of quality problems with our processes, goods and services;

·
the risk of product liability claims;

·
the effect of health care policy changes, including U.S. health care reform legislation signed in 2010;

·
the adequacy of our self-insurance program;

·
the effect of decreasing prices for our goods and services and the inability to reduce our expenses;

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·
the effect of higher costs to produce our products as a result of changes in prices for oil, gas and other commodities;

·
the effect of worldwide economic instability;

·
market and financial risk due to our international operations;

·
legal and regulatory risks in our international operations;

·
the effect of consolidation in the health care industry;

·
the effect on our business of health care industry cost-containment measures;

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·
the dependence of our research and development efforts on investments and investment collaborations and the success of such

investments or investment collaborations;

·
our dependence for the continuing development of many of our products on maintaining strong relationships with health care

professionals;

·
our dependence on sophisticated information technology and our ability to properly maintain the integrity of our data and the proper

operation of our products;

·
the effect of negative conditions in the global credit market;

·
the effect of clinical trials conducted by us, our competitors and other third parties, the results of which may be unfavorable or perceived

as unfavorable;

·
our ability to integrate acquired businesses into our operations, including Covidien;

·
the effect on us of governmental investigations into marketing and other business practices in the medical device industry;

·
the effect on us of our substantial leverage and debt service obligations;

·
changes in tax law or exposure to additional income tax liabilities, including as a result of the outcome of any tax proceeding;

·
changes in tax laws or interpretations that could increase the Company's, Medtronic, Inc.'s or Covidien's consolidated tax liabilities,
including, without limitation, changes in tax laws related to the treatment of intercompany debt, or changes in tax laws that would affect

the availability of treaty benefits, result in the Company being treated as a domestic corporation for U.S. federal tax purposes, or
otherwise increase the Company's consolidated tax liabilities;

·
risks relating to our incorporation in Ireland, such as the enforceability of court judgments against us in Ireland;

·
our ability to realize the anticipated benefits of the Covidien Transactions, the time required to realize such benefits, if any, and our

ability to integrate the two businesses;

·
the effect of direct and indirect costs we have incurred and will incur as a result of the Covidien Transactions;

·
our actual financial position and results of operations may differ materially from the unaudited pro forma condensed combined financial

data incorporated by reference into this prospectus and, accordingly, you have limited financial information on which to evaluate the
combined Company and your investment decision; and

·
other risks described in the "Risk Factors" section of this prospectus beginning on page 16 and incorporated by reference herein,

including the risks described in the "Risk Factors" and "Government Regulation and Other Conditions" sections of our Annual Report
on Form 10-K for the fiscal year ended April 24, 2015.

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MARKET AND INDUSTRY DATA
We have obtained certain industry and market share data from third-party sources that we believe are reliable. In many cases, however, we
have made statements in this prospectus or in documents incorporated by reference into this prospectus regarding our industry and our position in
the industry based on estimates made based on our experience in the industry and our own investigation of market conditions. We believe these
estimates to be accurate as of the date of this prospectus. However, this information may prove to be inaccurate because of the method by which we
obtained some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on the
availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. As a result, you
should be aware that the industry and market data included or incorporated in this prospectus, and estimates and beliefs based on that data, may not
be reliable. We cannot guarantee the accuracy or completeness of any such information.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public over the Internet at the SEC's website at http://www.sec.gov. Please note that the SEC's website is included in this prospectus as an inactive
textual reference only. The information contained on the SEC's website is not incorporated by reference into this prospectus and should not be
considered to be part of this prospectus, except as described in the following paragraph. You may also read and copy any document we file with
the SEC at its public reference facility at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference facility.
The SEC allows us to "incorporate by reference" information into this prospectus, which means that we can disclose important information to
you by referring you to other documents filed separately with the SEC. The information incorporated by reference is considered part of this
prospectus and information filed with the SEC subsequent to this prospectus and prior to the termination of the exchange offers referred to in this
prospectus will automatically be deemed to update and supersede this information. Any statement so updated or superseded shall not be deemed,
except as so updated or superseded, to constitute a part of this prospectus. You should not assume that the information in this prospectus is accurate
as of any date other than the date of this prospectus or that the information incorporated by reference in this prospectus is accurate as of any date
other than the date of the document being incorporated by reference. We incorporate by reference into this prospectus the documents listed below
(excluding any portions of such documents that have been "furnished" but not "filed" for purposes of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")):

·
The Company's Annual Report on Form 10-K for the year ended April 24, 2015, filed with the SEC on June 23, 2015 (the "2015

Annual Report on Form 10-K");

·
Portions of the Company's Definitive Proxy Statement on Schedule 14A, filed with the SEC on July 24, 2015 that are incorporated by

reference into Part III of the Company's 2015 Annual Report on Form 10-K;

·
The Company's Current Reports on Form 8-K, filed with the SEC on June 9, 2015, June 25, 2015 and July 17, 2015 and Form 8-K/A,

filed with the SEC on July 14, 2015;

·
The audited consolidated financial statements of Covidien beginning on page 58 of Covidien's Annual Report on Form 10-K for the

fiscal year ended September 26, 2014, filed with the SEC on November 24, 2014; and

·
The unaudited condensed consolidated financial statements of Covidien beginning on page 2 and ending on page 28 of Covidien's

Quarterly Report on Form 10-Q for the fiscal quarter ended December 26, 2014, filed with the SEC on January 23, 2015.
We also incorporate by reference any future filings made by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act between, and including, the date of this prospectus and the date the exchange offers are terminated, with the exception of any information
furnished under Item 2.02 and Item 7.01 of Form 8-K (including related exhibits), which is not deemed filed and which is not incorporated by
reference herein. Any such filings shall be deemed to be incorporated by reference and to be a part of this prospectus from the respective dates of
filing of those documents.
We will provide without charge upon written or oral request to each person, including any beneficial owner, to whom a prospectus is
delivered, a copy of any and all of the documents which are incorporated by reference in this prospectus but not delivered with this prospectus
(other than exhibits, unless such exhibits are specifically incorporated by reference in such documents).

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You may request a copy of these documents by writing or telephoning us at:
Medtronic, Inc.
Investor Relations Department
710 Medtronic Parkway
Minneapolis (Fridley), MN 55432
(763) 514-4000
In order to obtain timely delivery of such materials, you must request information from us no later than five business days prior to
the expiration of the exchange offer.

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SUMMARY
This summary highlights certain information contained elsewhere or incorporated by reference in this prospectus. Because this is only a
summary, it does not contain all of the information that is important to you. You should read this entire prospectus and the documents
incorporated by reference herein, including the risk factors and the financial statements and related notes included elsewhere herein and
therein, before making a decision with respect to the notes.
Our fiscal year ends on the last Friday in April, and therefore, the total weeks in a fiscal year can fluctuate between 52 and 53 weeks.
Fiscal years 2015, 2014 and 2013 were 52-week years. Fiscal year 2016 is a 53-week year. Unless otherwise indicated, (i) references, with
respect to the Company, in this prospectus to our "fiscal year 2015," "fiscal year 2014" and "fiscal year 2013" are to our fiscal years
ended April 24, 2015, April 25, 2014 and April 26, 2013, respectively; and (ii) references with respect to Covidien in this prospectus and the
Covidien documents incorporated herein by reference to "fiscal year 2015," "fiscal year 2014," "fiscal year 2013" and "fiscal year 2012"
are to Covidien's fiscal years ended September 25, 2015, September 26, 2014, September 27, 2013 and September 28, 2012, respectively.
In this prospectus, unless the context otherwise requires, the terms "Company," "combined Company," "Medtronic plc," "us," "we"
and "our" refer to Medtronic plc, a public limited company organized under the laws of Ireland, and its consolidated subsidiaries. The term
"Medtronic, Inc." refers to Medtronic, Inc., a Minnesota corporation; the term "Covidien" refers to Covidien Limited (formerly known as
Covidien plc), a private limited company organized under the laws of Ireland; and the term "Medtronic Luxco" refers to Medtronic Global
Holdings S.C.A., an entity organized under the laws of Luxembourg.
Our Company
Medtronic plc, headquartered in Dublin, Ireland, is the global leader in medical technology--alleviating pain, restoring health, and
extending life for millions of people around the world. We were founded in 1949 and today serve hospitals, physicians, clinicians, and patients
in approximately 160 countries worldwide. We remain committed to a mission written by our founder 55 years ago that directs us "to
contribute to human welfare by the application of biomedical engineering in the research, design, manufacture, and sale of products to
alleviate pain, restore health, and extend life."
With innovation and market leadership, we have pioneered advances in medical technology in all of our businesses. Our commitment to
enhance our offerings by developing and acquiring new products, wrap-around programs, and solutions to meet the needs of a broader set of
stakeholders is driven by the following primary strategies:

·
Therapy Innovation: Delivering a strong launch cadence of meaningful therapies and procedures.

·
Globalization: Addressing the inequity in health care access globally, primarily in emerging markets.

·
Economic Value: Becoming a leader in value-based health care by offering new services and solutions to improve outcomes and

efficiencies, lower costs by reducing hospitalizations, improve remote clinical management, and increase patient engagement.
Our primary customers include hospitals, clinics, third-party health care providers, distributors, and other institutions, including
governmental health care programs and group purchasing organizations.
On January 26, 2015, we completed the acquisition of Covidien in a cash and stock transaction valued at approximately $50 billion. In
connection with the Covidien Transactions, Medtronic, Inc. and Covidien were

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combined under and became subsidiaries of the Company. The acquisition of Covidien provides the combined Company with increased
financial strength and flexibility and is expected to meaningfully accelerate all three strategies discussed above.
We currently function in four operating segments that primarily manufacture and sell device-based medical therapies. Our operating
segments consist of the Cardiac and Vascular Group ("CVG"), the Minimally Invasive Technologies Group ("MITG"), the Restorative
Therapies Group ("RTG"), and the Diabetes Group.
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CVG is composed of the Cardiac Rhythm & Heart Failure, Coronary & Structural Heart, and Aortic & Peripheral Vascular divisions.
CVG's products, with specific focus on comprehensive disease management, include pacemakers, insertable and external cardiac monitors,
implantable defibrillators, leads and delivery systems, ablation products, electrophysiology catheters, products for the treatment of atrial
fibrillation, information systems for the management of patients with Cardiac Rhythm & Heart Failure devices, products designed to reduce
surgical site infections, coronary and peripheral stents and related delivery systems, endovascular stent graft systems, heart valve replacement
technologies, cardiac tissue ablation systems, and open heart and coronary bypass grafting surgical products. CVG also includes Cardiocom
and Cath Lab Managed Services.
MITG is composed of the Surgical Solutions and Patient Monitoring & Recovery divisions. With a focus on diseases of the
gastrointestinal tract, lungs, pelvic region, kidneys, obesity, and preventable complications, the group looks to enhance patient outcomes
through minimally invasive solutions. MITG's products include those for advanced and general surgical care, such as stapling, vessel sealing,
and other surgical instruments; sutures; electrosurgery products; hernia mechanical devices, mesh implants; gastrointestinal, interventional
lung and advanced ablation solutions; products for patient monitoring and recovery, such as ventilators, capnography, and other airway
products; sensors; monitors; compression and dialysis products; enteral feeding; wound care; and medical surgical products, including
operating room supply products, electrodes, needles, syringes, and sharps disposals.
RTG is composed of the Spine, Neuromodulation, Surgical Technologies, and Neurovascular divisions. RTG includes products for
various areas of the spine, bone graft substitutes, biologic products, trauma, implantable neurostimulation therapies and drug delivery systems
for the treatment of chronic pain, movement disorders, obsessive-compulsive disorder, overactive bladder, urinary retention, fecal incontinence
and gastroparesis, products to treat conditions of the ear, nose, and throat, and systems that incorporate advanced energy surgical instruments.
Additionally, RTG manufactures and sells image-guided surgery and intra-operative imaging systems. Additionally, the group manufactures
and sells image-guided surgery and intra-operative imaging systems. With the addition of the Neurovascular division through the acquisition
of Covidien, the group manufactures and markets product and therapies to treat diseases of the vasculature in and around the brain and
includes sales of coils, neurovascular stents and flow diversion products.
Our Diabetes Group is composed of the Intensive Insulin Management, Non-Intensive Diabetes Therapies, and Diabetes Services &
Solutions divisions. The Diabetes Group develops, manufactures, and markets advanced, integrated diabetes management solutions that
include insulin pump therapy, continuous glucose monitoring systems, and therapy management software.
Our executive offices are located at 20 On Hatch, Lower Hatch Street, Dublin 2, Ireland, and our telephone number at that address is
+353 14 38-1700.

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Structure of the Covidien Transactions
Upon completion of the Covidien Transactions, each of Medtronic, Inc. and Covidien became subsidiaries of the Company. Following the
closing of the Covidien Transactions, the Company engaged in certain internal restructuring transactions to, among other things, facilitate
future financings. These internal restructuring transactions included interposing Medtronic Luxco and certain other entities between the
Company and its operating subsidiaries, including Medtronic, Inc. Medtronic Luxco is expected to be the issuer of future external
indebtedness of the combined group and has guaranteed (together with the Company) certain existing indebtedness of Medtronic, Inc.,
Covidien and their respective subsidiaries. We expect that the Company will guarantee any future external indebtedness issued by Medtronic
Luxco. Medtronic Luxco will guarantee (together with the Company and, potentially, certain other subsidiaries) certain future indebtedness of
Medtronic, Inc., including the exchange notes. See "Description of Notes--Guarantees."
The following diagram illustrates in simplified terms the structure of the Company as of April 24, 2015. The diagram depicts only
selected subsidiaries of the Company. For further information, please see "Use of Proceeds" and the financial statements and related notes of
us and Covidien incorporated by reference herein. From time to time, we, Medtronic, Inc. and Medtronic Luxco may consider repayments,
redemptions or repurchases for cash of their respective outstanding indebtedness, by means of one or more tender offers or otherwise.
Company Corporate Structure as of April 24, 2015
(all dollar values in millions)

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(1)
Medtronic, Inc. and Medtronic Luxco are co-borrowers under the Amended and Restated Credit Agreement ($3,500,000,000 Five Year
Revolving Credit Facility) (the "Amended and Restated Revolving Credit Agreement"), and the Company, Medtronic, Inc. and
Medtronic Luxco have guaranteed the obligations of such co-borrowers under the Amended and Restated Revolving Credit Agreement.

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(2)
The Company and Medtronic, Inc. have guaranteed the obligations of Medtronic Luxco under its commercial paper program.
(3)
The Company and Medtronic Luxco have guaranteed the obligations of Medtronic, Inc. under its term loan credit agreement.
(4)
The Company and Medtronic Luxco have guaranteed all of the outstanding senior notes issued by Medtronic, Inc., including the original
notes.
(5)
Covidien, Covidien Group Holdings Ltd., the Company and Medtronic Luxco have guaranteed all of the outstanding senior notes issued
by CIFSA.
(6)
The Company will guarantee any future indebtedness of Medtronic Luxco.
(7)
This entity was formerly known as Covidien Ltd.

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Summary of the Exchange Offers

Background
On December 10, 2014, Medtronic, Inc. issued:
(i) $500,000,000 aggregate principal amount of Floating Rate Senior Notes due
March 15, 2020 (the "issued floating rate notes"),
(ii) $1,000,000,000 aggregate principal amount of 1.500% Senior Notes due
March 15, 2018 (the "issued 2018 notes"),
(iii) $2,500,000,000 aggregate principal amount of 2.500% Senior Notes due
March 15, 2020 (the "issued 2020 notes"),
(iv) $2,500,000,000 aggregate principal amount of 3.150% Senior Notes due
March 15, 2022 (the "issued 2022 notes"),
(v) $4,000,000,000 aggregate principal amount of 3.500% Senior Notes due
March 15, 2025 (the "issued 2025 notes"),
(vi) $2,500,000,000 aggregate principal amount of 4.375% Senior Notes due
March 15, 2035 (the "issued 2035 notes") and
(vii) $4,000,000,000 aggregate principal amount of 4.625% Senior Notes due
March 15, 2045 (the "issued 2045 notes" and, together with the issued floating rate
notes, the issued 2018 notes, the issued 2020 notes, the issued 2022 notes, the issued
2025 notes, and the issued 2035 notes, the "issued notes").

On January 26, 2015, the Company, Medtronic Luxco and Medtronic, Inc. executed

supplemental indentures covering the issued notes, pursuant to which the Company and
Medtronic Luxco each provided a full and unconditional guarantee of:
(i) the issued floating rate notes (the "issued floating rate notes guarantees"),
(ii) the issued 2018 notes (the "issued 2018 notes guarantees"),
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Document Outline

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