Obligation Medtronix 4.625% ( US585055BU98 ) en USD

Medtronix

100 % ▲

Etats-unis

US585055BU98 ( en USD )

4.625% par an ( paiement semestriel )

14/03/2045

Prospectus brochure de l'obligation Medtronic Inc US585055BU98 en USD 4.625%, échéance 14/03/2045

2 000 USD

1 813 341 000 USD

585055BU9

A ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

15/09/2026 ( Dans 180 jours )

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 US585055BU98, paye un coupon de 4.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2045

L'Obligation émise par Medtronix ( Etats-unis ) , en USD, avec le code ISIN US585055BU98, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Medtronix ( Etats-unis ) , en USD, avec le code ISIN US585055BU98, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Amount of
Amount to be
Offering
Aggregate
Registration
Title of Each Class of Securities Offered

Registered

Price Per Unit

Offering Price

Fee (1)
4.625% Senior Notes due 2045

$150,000,000

106.542%

$159,813,000

$18,522.33
Guarantee of 4.625% Senior Notes due 2045 (2)

--

--

--

--

(1)
The filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee for this
offering is $18,522.33.

(2)
Pursuant to Rule 457(n) of the Securities Act of 1933, no separate registration fee is payable for the guarantee.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration File No. 333-215895
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 3, 2017)
$150,000,000

MEDTRONIC, INC.
4.625% Senior Notes due 2045
Fully and Unconditionally Guaranteed by
MEDTRONIC PUBLIC LIMITED COMPANY and
MEDTRONIC GLOBAL HOLDINGS S.C.A.

Medtronic, Inc., a Minnesota corporation ("Medtronic, Inc."), is offering $150,000,000 aggregate principal amount of 4.625% Senior Notes due 2045 (the "2045
notes"). The 2045 notes will mature on March 15, 2045. Interest will be paid on the 2045 notes on March 15 and September 15 of each year, beginning on September 15,
2017.
The 2045 notes constitute a further issuance of Medtronic, Inc.'s 4.625% Senior Notes due 2045, of which $4,000,000,000 aggregate principal amount was issued on
December 10, 2014 (the "existing 2045 notes"). The 2045 notes will form a single series with, and have the same terms, other than the initial offering price, as the existing
2045 notes. Upon settlement, the 2045 notes will have the same CUSIP number and will trade interchangeably with the existing 2045 notes.
The 2045 notes may be redeemed, in whole or in part, at any time prior to their maturity as described in this prospectus supplement under the heading "Description
of Notes--Optional Redemption."
The 2045 notes will be general unsecured senior obligations of Medtronic, Inc. and will rank equally in right of payment with all of Medtronic, Inc.'s other existing
and future unsecured senior indebtedness, including the existing 2045 notes, and will rank senior to any subordinated indebtedness that Medtronic, Inc. may incur. All of
Medtronic, Inc.'s obligations under the 2045 notes will be fully and unconditionally guaranteed by Medtronic Public Limited Company ("Medtronic plc") and Medtronic
Global Holdings S.C.A. ("Medtronic Luxco") on a senior unsecured basis (the "guarantees"). Medtronic plc and Medtronic Luxco are indirect parent companies of
Medtronic, Inc. The guarantees will rank equally in right of payment with all of Medtronic plc's and Medtronic Luxco's other existing and future unsecured senior
indebtedness, including their guarantees of the existing 2045 notes and will rank senior to any subordinated indebtedness from time to time outstanding that Medtronic plc
or Medtronic Luxco may incur.
Concurrently with this offering, Medtronic Luxco is offering, pursuant to a separate prospectus, $1,000,000,000 aggregate principal amount of 1.700% senior notes
due 2019 and $850,000,000 aggregate principal amount of 3.350% senior notes due 2027 (collectively, the "new notes"). The new notes will be fully and unconditionally
guaranteed by Medtronic plc and Medtronic, Inc. on a senior unsecured basis. The offering of 2045 notes pursuant to this prospectus is not contingent upon the
consummation of the offering of the new notes, and the offering of the new notes is not contingent on the consummation of this offering. We cannot assure you that either
this offering or the offering of the new notes will be consummated or, if consummated, on what terms such offerings will be consummated.
The 2045 notes will not be listed on any securities exchange.

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Investing in the 2045 notes involves risks. See "Risk Factors" beginning on page S-10 of this prospectus supplement, as well as the documents
we file with the Securities and Exchange Commission that are incorporated by reference herein for more information.

Proceeds, Before
Price to
Underwriting
Expenses, to

Investors (1)
Discount

Medtronic, Inc. (1)
Per 2045 note

106.542%

0.875%

105.667%
Total

$159,813,000
$
1,312,500
$
158,500,500

(1) Plus interest deemed to have accrued from March 15, 2017 to, but not including, the settlement date, totaling $250,520.83. Such pre-issuance accrued interest must
be paid by the purchasers of the 2045 notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the 2045 notes to purchasers through the book-entry delivery system of The Depository Trust Company and its participants,
including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V. on or about March 28, 2017.

Joint Book-Running Managers

Citigroup
Goldman, Sachs & Co.
Morgan Stanley

Wells Fargo Securities
Co-Managers

BNP PARIBAS

Deutsche Bank Securities

HSBC

Mizuho Securities
The date of this prospectus supplement is March 21, 2017
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

ii
FORWARD-LOOKING STATEMENTS
S-1
WHERE YOU CAN FIND MORE INFORMATION
S-2
INCORPORATION BY REFERENCE
S-3
SUMMARY
S-4
RISK FACTORS
S-10
USE OF PROCEEDS
S-15
CAPITALIZATION
S-16
RATIO OF EARNINGS TO FIXED CHARGES
S-17
DESCRIPTION OF NOTES
S-18
CERTAIN TAX CONSIDERATIONS
S-23
UNDERWRITING
S-28
LEGAL MATTERS
S-33
EXPERTS
S-33
Prospectus

ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

3
INCORPORATION BY REFERENCE

4
FORWARD-LOOKING STATEMENTS

5
SUMMARY

6
USE OF PROCEEDS

8
DESCRIPTION OF DEBT SECURITIES OF MEDTRONIC GLOBAL HOLDINGS S.C.A.

9
DESCRIPTION OF DEBT SECURITIES OF MEDTRONIC, INC.

26
FORMS OF SECURITIES

37
PLAN OF DISTRIBUTION

40
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES

42
LEGAL MATTERS

51
EXPERTS

51
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Neither we nor the underwriters have authorized any person to provide you with information other than that contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by or on
behalf of us or to which we have referred you. We and the underwriters have no responsibility for, and can provide no assurance as to, the
reliability of any other information that others may provide to you. We and the underwriters are not making an offer of the notes in any
jurisdiction where the offer is not permitted. You should not assume that the information contained or incorporated by reference in this
prospectus supplement, the accompanying prospectus or any free writing prospectus is accurate as of any date other than the date on the
front of that document. Our business, financial condition, results of operations and prospects may have changed since those dates.

- i -
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement relates to a prospectus that is part of a registration statement on Form S-3 that we filed with the U.S. Securities
and Exchange Commission (the "SEC") utilizing a "shelf" registration process. Under this shelf registration process, we may sell debt securities
described in the accompanying prospectus in one or more offerings. The accompanying prospectus provides you with a general description of the
debt securities we may offer. This prospectus supplement contains specific information about the terms of this offering. This prospectus
supplement may add, update or change information contained in the accompanying prospectus. To the extent that information in this prospectus
supplement is inconsistent with information in the accompanying prospectus, the information in this prospectus supplement replaces the
information in the accompanying prospectus and you should rely on the information in this prospectus supplement. Generally, when we refer to the
prospectus, we are referring to both parts of this document combined.
Except as the context otherwise requires, or as otherwise specified or used in this prospectus supplement or the accompanying prospectus, the
terms the "issuer" and "Medtronic, Inc." refer to Medtronic, Inc., a Minnesota corporation; the terms "we," "our," "us," "Medtronic plc,"
"Medtronic" or the "Company" refer to Medtronic Public Limited Company, a company organized under the laws of Ireland, and its consolidated
subsidiaries; and the term "Medtronic Luxco" refers to Medtronic Global Holdings S.C.A., an entity organized under the laws of Luxembourg.
References in this prospectus supplement to "U.S. dollars," "U.S. $" or "$" are to the currency of the United States of America.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the 2045 notes in certain jurisdictions
may be restricted by law. Persons who come into possession of this prospectus supplement, the accompanying prospectus or any related free
writing prospectus should inform themselves about and observe any such restrictions. This prospectus supplement, the accompanying prospectus
and any related free writing prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or
to any person to whom it is unlawful to make such offer or solicitation.
You should not consider any information in this prospectus supplement, the accompany prospectus or any related free writing prospectus to
be investment, legal or tax advice. You should consult your own counsel, accountant and other advisors for legal, tax, business, financial and
related advice regarding the purchase of the 2045 notes. We are not making any representation to you regarding the legality of an investment in the
2045 notes by you under applicable investment or similar laws.
You should read and consider all information contained or incorporated by reference in this prospectus supplement, the accompany
prospectus and any related free writing prospectus that we provide or make available to you before making your investment decision.

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Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents we incorporate by reference may include "forward-looking"
statements. Forward-looking statements broadly include our current expectations or forecasts of future results. Our forward-looking statements
generally relate to our growth and growth strategies, developments in the markets for our products, financial results, product development launches
and effectiveness, research and development strategy, regulatory approvals, competitive strengths, restructuring and cost-saving 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, value of our investments, our
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effective tax rate, our expected returns to shareholders 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 we incorporate by reference 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 and therapies in our operating segments; market
positioning and performance of our products, including stabilization of certain product markets; anticipated timing for 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 towards cost containment; our
expectations regarding health care costs, including potential changes to reimbursement policies and pricing pressures; our expectations regarding
changes to patient standards of care; our ability to identify and maintain successful business partnerships; 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; our payment of dividends and redemption of shares; 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, risks related to competition in the medical device
industry, reduction or interruption in our supply, quality problems, liquidity shortfalls, decreasing prices and pricing pressure, fluctuations in
currency exchange rates, changes in applicable tax rates, positions taken by taxing authorities, adverse regulatory action, delays in regulatory
approvals, litigation results, self-insurance, commercial insurance, health care policy changes, international operations, failure to complete or
achieve the intended benefits of acquisitions or disruption of our current plans and operations, as well as those discussed in the sections entitled
"Risk Factors" in this prospectus supplement and the Company's Form 10-K for the fiscal year ended April 29, 2016, and the section entitled
"Government Regulation and Other Considerations" in the Company's Form 10-K for the fiscal year ended April 29, 2016. 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 SEC, especially the Company's reports on Forms 10-K, 10-Q, and 8-K, in which the Company discusses 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 this prospectus
supplement, the Company's 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.

S-1
Table of Contents
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 over the Internet at the SEC's website at http://www.sec.gov. Copies of certain information filed by us with the SEC are also available on
our website (www.medtronic.com under the "About Medtronic--Investors" caption and "Financial Information--SEC Filings" subcaption). Our
website is not a part of this prospectus supplement or the accompanying prospectus and is not incorporated by reference in this prospectus
supplement or the accompanying prospectus. You may also read and copy any document we file at the SEC's Public Reference Room, 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference
Room.
Pursuant to Rule 3-10(d) of Regulation S-X ("Rule 3-10"), this prospectus supplement and the accompanying prospectus do not contain
separate financial statements for Medtronic, Inc. or Medtronic Luxco since Medtronic, Inc. and Medtronic Luxco are wholly-owned indirect
subsidiaries of Medtronic plc and Medtronic plc files consolidating financial information under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Any 2045 notes issued by Medtronic, Inc. will be fully and unconditionally guaranteed on a joint and several basis by
Medtronic plc and Medtronic Luxco. The guarantor structure contemplated in this prospectus supplement and the accompanying prospectus is
substantially consistent with our previously reported financial information of guarantors in the documents we have incorporated by reference. Any
changes to such reported financial information of guarantors after the date of this prospectus supplement would be to re-title existing columns of
the issuer and subsidiary guarantor in our consolidating financial statements, which we do not believe would be a material change.
This prospectus supplement and the accompanying prospectus are part of a registration statement we filed with the SEC. This prospectus
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supplement and the accompanying prospectus omit some information contained in the registration statement in accordance with SEC rules and
regulations. You should review the information and exhibits in the registration statement for further information about us and our consolidated
subsidiaries and the 2045 notes we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration
statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should
review the complete document to evaluate these statements.

S-2
Table of Contents
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important
information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus
supplement and the accompanying prospectus is considered to be part of this prospectus supplement and prospectus. Because we are incorporating
by reference future filings with the SEC, this document is continually updated and those future filings may modify or supersede some of the
information included or incorporated in this prospectus supplement and the accompanying prospectus. This means that you must look at all of the
SEC filings that we incorporate by reference to determine if any of the statements in this prospectus supplement or the accompanying prospectus or
in any document previously incorporated by reference have been modified or superseded. This prospectus supplement and the accompanying
prospectus incorporate by reference the documents filed by Medtronic plc listed below (File No. 001-36820) and any future filings we make with
the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than those documents or the portions of those documents
not deemed to be filed) until the offering of the 2045 notes under this prospectus supplement and prospectus is terminated or completed:

· Annual Report on Form 10-K for the fiscal year ended April 29, 2016, including the information specifically incorporated by reference

into the Annual Report on Form 10-K from our definitive proxy statement for the 2016 Annual Meeting of Stockholders;

· Quarterly Reports on Form 10-Q for the fiscal quarters ended July 29, 2016, October 28, 2016 and January 27, 2017; and

· Current Reports on Form 8-K filed May 4, 2016, May 31, 2016 (Item 8.01 report only), July 1, 2016, December 2, 2016 and

December 14, 2016.
You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number:
710 Medtronic Parkway
Minneapolis, MN 55432 USA
Attn: Medtronic Investor Relations Department
(763) 514-4000

S-3
Table of Contents
Prospectus Supplement Summary
The following summary highlights selected information contained elsewhere in this prospectus supplement, the accompanying prospectus
and in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. It may not contain all of the
information that you should consider before investing in the 2045 notes. For a more complete discussion of the information you should
consider before investing in the 2045 notes, you should carefully read this entire prospectus supplement, the accompanying prospectus and the
documents incorporated by reference herein and therein.
Medtronic
Medtronic is among the world's largest medical technology, services and solutions companies--alleviating pain, restoring health, and
extending life for millions of people around the world. Medtronic was founded in 1949 and today serves hospitals, physicians, clinicians, and
patients in approximately 160 countries worldwide. We remain committed to a mission written by our founder 56 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."
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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.
Medtronic plc
Medtronic plc's principal executive offices (and registered office for the purposes of Irish law) are located at 20 On Hatch, Lower Hatch
Street Dublin 2, Ireland, our telephone number is +353 1 438-1700 and our website is at www.medtronic.com. Our website is not a part of this
prospectus supplement or the accompanying prospectus and is not incorporated by reference in this prospectus supplement or the
accompanying prospectus. Medtronic plc, formerly known as Medtronic Holdings Limited, is a public limited company organized under the
laws of Ireland, and re-registered as a public limited company under the laws of Ireland on January 26, 2015, at which time its shares became
publicly traded on the New York Stock Exchange under the ticker symbol MDT.
Medtronic Luxco
Medtronic Global Holdings S.C.A., a wholly-owned indirect subsidiary of Medtronic plc, is a corporate partnership limited by shares
organized under the laws of Luxembourg, incorporated on October 7, 2014, having its registered office at 3b, boulevard Prince Henri L-1724
Luxembourg and registered with the Luxembourg Trade and Companies Register under number B191129. Medtronic Luxco's telephone
number is +352 266 379 403.

S-4
Table of Contents
On January 26, 2015, we completed the acquisition of Covidien plc, a public limited company organized under the laws of Ireland
("Covidien"), which was a global leader in the development, manufacture and sale of healthcare products for use in clinical and home settings.
In connection with the acquisition, Medtronic, Inc. and Covidien plc were combined under and became Medtronic plc. Medtronic Luxco is the
intermediate holding company that holds the entirety of the interests of the Medtronic operating companies, including Medtronic, Inc. and the
legacy Covidien business.
Medtronic, Inc.
Medtronic, Inc., a wholly-owned indirect subsidiary of Medtronic Luxco, is a Minnesota corporation with its principal executive office
at 710 Medtronic Parkway, Minneapolis, MN 55432. Medtronic, Inc. was founded in 1949 and was incorporated in Minnesota in 1957.
Medtronic, Inc.'s telephone number is (763) 514-4000.
Medtronic, Inc. was the primary operating company of Medtronic prior to the acquisition of Covidien, and today continues to be the
primary operating company for Medtronic.
Our Organizational Structure
The diagram below illustrates, at a summary level, the organizational structure among Medtronic plc, Medtronic Luxco, Medtronic, Inc.,
Covidien and Covidien International Finance S.A. ("CIFSA"), as well as the principal amounts of their material short- and long-term debt
obligations outstanding as of January 27, 2017. The diagram is not meant to show our complete ownership and organizational structure but
rather is illustrative in nature, and does not include intermediate subsidiaries.

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Table of Contents
Recent Developments
Concurrent Medtronic Luxco Notes Offering
Concurrently with this offering Medtronic Luxco is offering $1,000,000,000 aggregate principal amount of 1.700% senior notes
due 2019 and $850,000,000 aggregate principal amount of 3.350% senior notes due 2027, which we refer to as the "concurrent offering." The
concurrent offering is being conducted as a separate registered public offering by means of a separate prospectus supplement. The new notes
will be fully and unconditionally guaranteed by Medtronic plc and Medtronic, Inc. on a senior unsecured basis. The guarantees of the new
notes will rank equally in right of payment with all of Medtronic plc's and Medtronic, Inc.'s other existing and future unsecured senior
indebtedness, and will rank senior to any subordinated indebtedness that Medtronic plc or Medtronic, Inc. may incur. This offering is not
contingent on the consummation of the concurrent offering, and the concurrent offering is not contingent upon consummation of this offering.
We cannot assure you that either this offering or the concurrent offering will be consummated or, if consummated, on what terms such
offerings will be consummated. The net proceeds of the concurrent offering, together with the net proceeds of this offering, will be used for
general corporate purposes.

S-6
Table of Contents
The Offering
The following is a brief summary of some of the terms of this offering. For a more complete description of the terms of the 2045 notes see
"Description of Notes" in this prospectus supplement and "Description of Debt Securities of Medtronic, Inc." in the accompanying
prospectus.
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Issuer
Medtronic, Inc., a Minnesota corporation.

Guarantors
Medtronic Public Limited Company, a company organized under the laws of Ireland,
and Medtronic Global Holdings S.C.A., an entity organized under the laws of
Luxembourg.

Notes Offered
$150,000,000 aggregate principal amount of 4.625% senior notes due 2045.

Maturity
The 2045 notes will mature on March 15, 2045.

Interest Rate
The 2045 notes will bear interest at a rate of 4.625% per annum. Interest on the 2045
notes will be deemed to have started accruing on March 15, 2017.

Interest Payment Dates
Interest on the 2045 notes will be paid semi-annually in arrears on March 15 and
September 15 of each year, beginning on September 15, 2017.

Ranking
The 2045 notes will be:

· general unsecured senior obligations of Medtronic, Inc.;

· equal in right of payment with all of Medtronic, Inc.'s other existing and future
unsecured senior obligations, including the existing 2045 notes and its guarantees

of indebtedness of Medtronic Luxco and other subsidiaries of Medtronic plc,
including its guarantees of any new notes issued by Medtronic Luxco in the
concurrent offering;

· effectively subordinated to any existing and future secured indebtedness of

Medtronic, Inc., to the extent of the assets securing such indebtedness;

· senior in right of payment to any existing and future indebtedness of Medtronic,

Inc. that is subordinated to the 2045 notes; and

· structurally subordinated to all existing and any future obligations of Medtronic,

Inc.'s subsidiaries.

As of January 27, 2017, we had approximately $6.2 billion of current debt obligations
and $25.9 billion of long-term debt outstanding. See "Summary--Our Organizational

Structure" and "Capitalization." For a description of our existing indebtedness, see Note
7, "Financing Arrangements," in our Quarterly Report on Form 10-Q for the fiscal
quarter ended January 27, 2017.

Guarantees
All payments on the 2045 notes, including principal and interest (and premium, if any),
will be fully and unconditionally guaranteed on a senior unsecured basis by Medtronic
plc and Medtronic Luxco.

S-7
Table of Contents
The guarantees of the 2045 notes will rank equally in right of payment with all other
existing and future unsecured senior obligations of Medtronic plc and Medtronic Luxco,
including their guarantees of the existing 2045 notes; be effectively subordinated to any
existing and future secured indebtedness of Medtronic plc and Medtronic Luxco to the

extent of the assets securing such indebtedness; and be structurally subordinated to all
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existing and any future obligations of each guarantor's respective subsidiaries, including
the outstanding senior notes of CIFSA, a wholly-owned indirect subsidiary of Medtronic
plc and Medtronic Luxco. See "Summary--Our Organizational Structure" and
"Capitalization."

Optional Redemption
Medtronic, Inc. may, at its option, redeem the 2045 notes, in whole or in part, at any
time and from time to time prior to March 15, 2045, at a redemption price equal to the
greater of 100% of the principal amount of the 2045 notes to be redeemed and a make-
whole redemption price as described under "Description of Notes--Optional
Redemption," plus accrued and unpaid interest to, but not including, the applicable date
of redemption.

Certain Covenants
Medtronic, Inc. will issue the 2045 notes as additional notes of the same series as the
existing 2045 notes. The 2045 notes will be issued under the indenture, dated as of
December 10, 2014, between Medtronic, Inc. and Wells Fargo Bank, National
Association as trustee (the "original indenture"), as supplemented by the first
supplemental indenture, dated December 10, 2014, between Medtronic, Inc. and the
trustee (the "first supplemental indenture"), the second supplemental indenture, dated as
of January 26, 2015 between Medtronic plc and the trustee (the "second supplemental
indenture") and the third supplemental indenture, dated as of January 26, 2015 between
Medtronic Luxco and the trustee (the "third supplemental indenture," and together with
the original indenture, first supplemental indenture and the second supplemental
indenture, the "indenture"). The indenture restricts the ability of Medtronic, Inc. to,
among other things:

· incur certain debt secured by liens;

· engage in sale and leaseback transactions; and

· consolidate with or merge with, or sell, assign, convey, transfer, lease or otherwise

dispose of all or substantially all of Medtronic, Inc.'s assets, or merge with or into,
any other person or entity.

Use of Proceeds
Medtronic, Inc. expects to receive net proceeds from this offering of approximately $158
million after deducting underwriting discounts and commissions and payment of
expenses related to this offering. We expect Medtronic Luxco will receive net proceeds
of approximately $1.840 billion after deducting underwriting discounts and commissions
and payment of expenses from the concurrent offering. We expect to use

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the proceeds of this offering, together with the proceeds from the concurrent offering,

for general corporate purposes. See "Use of Proceeds."

Form and Denomination
The 2045 notes will be issued in fully registered form in minimum denominations of
$2,000 and in integral multiples of $1,000 in excess thereof.

Concurrent Offering of New Notes
Concurrently with this offering Medtronic Luxco is offering $1,000,000,000 aggregate
principal amount of 1.700% senior notes due 2019 and $850,000,000 aggregate principal
amount of 3.350% senior notes due 2027. The concurrent offering is being conducted as
a separate registered public offering by means of a separate prospectus. The new notes
will be fully and unconditionally guaranteed by Medtronic plc and Medtronic, Inc. on a
senior unsecured basis. The guarantees of the new notes will rank equally in right of
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payment with all of Medtronic plc's and Medtronic, Inc.'s other existing and future
unsecured senior indebtedness, and will rank senior to any subordinated indebtedness
that Medtronic plc or Medtronic, Inc. may incur. This offering is not contingent on the
consummation of the concurrent offering, and the concurrent offering is not contingent
upon consummation of this offering. We cannot assure you that either this offering or
the concurrent offering will be consummated or, if consummated, on what terms such
offerings will be consummated. The net proceeds of the concurrent offering, together
with the net proceeds of this offering, will be used for general corporate purposes.

Trustee
Wells Fargo Bank, National Association.

Governing Law
State of New York.

Risk Factors
See "Risk Factors" beginning on page S-10 of this prospectus supplement and the
documents incorporated by reference in this prospectus supplement and the
accompanying prospectus, for a discussion of risks you should carefully consider before
deciding to invest in the 2045 notes.

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Table of Contents
RISK FACTORS
An investment in the 2045 notes may involve various risks. Prior to making a decision about investing in the 2045 notes, and in consultation
with your own financial and legal advisors, you should carefully consider, among other matters, the following discussion of risks relating to the
2045 notes, as well as the discussions of risks and uncertainties relating to our business, which are incorporated by reference in this prospectus
supplement from the sections entitled "Government Regulation and Other Considerations" and "Risk Factors" in the Company's most recent
Annual Report on Form 10-K, and other information in filings we may make from time to time with the SEC.
Risks Related to the Notes
We have substantial debt obligations and our debt will increase as a result of this offering and the concurrent offering. Our debt could restrict
our operations and prevent us from fulfilling our obligations under the 2045 notes.
As of January 27, 2017, we had approximately $6.2 billion of current debt obligations and $25.9 billion of long-term debt outstanding. See
"Summary--Our Organizational Structure" and "Capitalization." For a description of our existing indebtedness, see Note 7, "Financing
Arrangements," in our Quarterly Report on Form 10-Q for the fiscal quarter ended January 27, 2017, and Note 7, "Financing Arrangements," in
our Annual Report on Form 10-K for the fiscal year ended April 29, 2016.
Our substantial indebtedness could have adverse consequences, including:

· making it more difficult for us to satisfy our financial obligations, including our obligations with respect to the 2045 notes;

· increasing our vulnerability to adverse economic, regulatory and industry conditions, and placing us at a disadvantage compared to our

competitors that are less leveraged;

· limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry in which we

operate;

· limiting our ability to borrow additional funds for working capital, capital expenditures, acquisitions and general corporate or other

purposes; and

· exposing us to greater interest rate risk since the interest rate on borrowings under our revolving credit facility and under our floating

rate notes is variable.
Our debt service obligations require us to use a portion of our operating cash flow to pay interest and principal on indebtedness instead of for
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