Bond Medtronix 4.5% ( US585055AW63 ) in USD

Medtronix

100 % ▲

United States

US585055AW63 ( in USD )

4.5% per year ( payment 2 times a year)

14/03/2042

Prospectus brochure of the bond Medtronic Inc US585055AW63 en USD 4.5%, maturity 14/03/2042

2 000 USD

104 527 000 USD

585055AW6

A ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

15/09/2026 ( In 180 days )

Medtronic plc is a global medical device company that develops, manufactures, and distributes medical devices and therapies used to treat a variety of chronic diseases.

The Bond issued by Medtronix ( United States ) , in USD, with the ISIN code US585055AW63, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/03/2042

The Bond issued by Medtronix ( United States ) , in USD, with the ISIN code US585055AW63, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Medtronix ( United States ) , in USD, with the ISIN code US585055AW63, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Definitive Prospectus Supplement
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424B2 1 d316769d424b2.htm DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents

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

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

Registered

Per Unit(1)

Price

Registration Fee(1)
3.125% Senior Notes due 2022

$ 675,000,000 99.694%

$ 672,934,500 $
77,119
4.500% Senior Notes due 2042

$ 400,000,000 99.837%

$ 399,348,000 $
45,765
Total

$1,075,000,000

$1,072,282,500 $
122,884
(1) Calculated in accordance with Rules 457(o) and 457(r).
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PROSPECTUS SUPPLEMENT
(To Prospectus dated March 6, 2012)

$675,000,000 3.125% Senior Notes due 2022
$400,000,000 4.500% Senior Notes due 2042
We are offering $675,000,000 aggregate principal amount of 3.125% senior notes due 2022 (the "2022 notes") and
$400,000,000 aggregate principal amount of 4.500% senior notes due 2042 (the "2042 notes," and together with the 2022 notes, the
"notes").
We will pay interest on the notes on March 15 and September 15 of each year, beginning September 15, 2012. 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 the notes of either series offered hereby, in whole or in part, at any time prior to their maturity at the applicable
redemption price described in this prospectus supplement.
The notes will be unsecured and will rank equally with all our other unsubordinated unsecured indebtedness from time to time
outstanding.
See "Risk Factors" beginning on page S-4 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.

Proceeds to
Public Offering
Underwriting Discounts
Medtronic, Inc. before

Price(1)

and Commissions

Expenses(1)

Per 2022 note

99.694%

0.450%

99.244%
Total

$672,934,500
$
3,037,500
$
669,897,000
Per 2042 note

99.837%

0.875%

98.962%
Total

$399,348,000
$
3,500,000
$
395,848,000

(1)
Plus accrued interest, if any, from March 19, 2012, 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 March 19, 2012.
Joint Book-Running Managers

BofA Merrill Lynch

Deutsche Bank Securities

UBS Investment Bank
Co-Managers

Mizuho Securities

SunTrust Robinson Humphrey
US Bancorp
March 14, 2012
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Table of Contents

Page
Prospectus Supplement

About This Prospectus Supplement
ii

Where You Can Find More Information
iii

Documents Incorporated by Reference
iii

Caution Regarding Forward-Looking Statements
iii

Prospectus Supplement Summary
S-1

Risk Factors
S-4

Use of Proceeds
S-6

Capitalization
S-7

Ratio of Earnings to Fixed Charges
S-8

Description of Notes
S-9

Material U.S. Federal Income Tax Considerations
S-13
Underwriting
S-17
Legal Matters
S-20
Experts
S-20
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 adds to, updates and changes
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.
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 you with information or represent anything about us that is not contained in or
incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus
prepared by or on behalf of us. If given or made, any such information or representation should not be relied upon as having
been authorized by us. If anyone provides you with different or additional information, you should not rely on it. 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. You should not assume that
the information contained in or incorporated by reference in this prospectus supplement is accurate as of any date other than
the date on the front cover of this prospectus supplement or that the information contained in or incorporated by reference in
the accompanying prospectus is accurate as of any other date other than the date on the front cover of such document.
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 public reference room.
We also provide information to the New York Stock Exchange because our common stock is traded on the New York Stock
Exchange. You may obtain our reports and other information at the offices 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 can disclose important information to you by referring you to another document that we
have filed separately with the SEC that contains that information. The information incorporated by reference is considered to be part
of this prospectus supplement and the accompanying prospectus. 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 (other than any portions of
any such documents that are not deemed "filed" under the Securities Exchange Act of 1934 in accordance with the Securities
Exchange Act of 1934 and applicable SEC rules):

· Our Annual Report on Form 10-K for the fiscal year ended April 29, 2011, filed on June 28, 2011, including portions of

our Proxy Statement for our 2011 Annual Meeting of Shareholders held August 25, 2011, filed July 15, 2011, 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 29, 2011, filed on September 7, 2011;

· Our Quarterly Report on Form 10-Q for the fiscal quarter ended October 28, 2011, filed on December 7, 2011;

· Our Quarterly Report on Form 10-Q for the fiscal quarter ended January 27, 2012, filed on March 7, 2012;

· Our Current Reports on Form 8-K filed May 11, 2011, July 29, 2011, August 30, 2011, October 17, 2011, January 11,

2012, February 22, 2012, and March 6, 2012;

· Our description of common stock contained in our Current Report on Form 8-K filed March 6, 2012; and

· Any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934

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 the office of Investor Relations Department,
Medtronic, Inc., 710 Medtronic Parkway, Minneapolis, Minnesota 55432-5603; Telephone Number (763) 514-4000.
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,
regulatory approvals, competitive strengths, restructuring initiatives, intellectual property rights, litigation and tax matters, mergers
and acquisitions,

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divestitures, market acceptance of our products, accounting estimates, financing activities, ongoing contractual obligations, working
capital adequacy 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," "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, future launches of products and continued or
future acceptance of products in our operating segments; market positioning and performance of our products; increased presence in
new markets; integration of acquired companies into our operations; the resolution of tax matters; the effectiveness of our
development activities in reducing patient care costs; expectations relating to our restructuring initiatives, cost structure, and
long-term growth; outcomes in our litigation matters; general economic conditions; the adequacy of available working capital and our
working capital needs; the continued strength of our balance sheet and liquidity; and the potential impact of our compliance with
governmental regulations.
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, our Form 10-K for our fiscal year ended April 29, 2011, and our Forms
10-Q for the quarters ended October 28, 2011 and January 27, 2012, and the section entitled "Government Regulation and Other
Considerations" in our Form 10-K for the fiscal year ended April 29, 2011, as well as those related to competition in the medical
device industry, reduction or interruption in our supply, quality problems, liquidity, decreasing prices, adverse regulatory action,
litigation success, self-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.
While we undertake no obligation to update any statement we make, 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 120 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 two reportable
segments and two operating segments, the Cardiac and Vascular Group (composed of the Cardiac Rhythm Disease Management
(CRDM) and CardioVascular businesses) and the Restorative Therapies Group (composed of the Spinal, Neuromodulation,
Diabetes, and Surgical Technologies businesses). 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.
The Offering
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are
subject to important limitations and exceptions. For a more detailed description of the terms and conditions of the notes, see
the section entitled "Description of Notes."
Issuer
Medtronic, Inc.
Securities Offered
$675,000,000 aggregate principal amount of 3.125% Senior
Notes due 2022
$400,000,000 aggregate principal amount of 4.500% Senior
Notes due 2042
Maturity Date
March 15, 2022, in the case of the 2022 notes and March 15,
2042, in the case of the 2042 notes
Interest Rate
3.125% per year, in the case of the 2022 notes and 4.500%
per year, in the case of the 2042 notes
Interest Payment Dates
March 15 and September 15 of each year, beginning
September 15, 2012
Ranking
Each series of notes will be unsecured and will rank equally
in right of payment with our other unsubordinated unsecured
indebtedness from time to time outstanding. The notes will
be structurally subordinated to all future and existing
obligations of our subsidiaries.
As of January 27, 2012, as adjusted to give effect to this
offering and the application of the net proceeds from the sale
of the notes, we would have had approximately $11.3 billion
of unsubordinated debt obligations of a type required to be
reflected as a liability (net of debt discount on senior
convertible notes) in our consolidated balance sheet at that
date. See "Capitalization."

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Optional Redemption
We may redeem the notes of either series offered hereby, in
whole or in part, in the case of the 2022 notes, at any time
prior to December 15, 2021 (three months prior to their
maturity date), and in the case of the 2042 notes, at any time
prior to September 15, 2041 (six months prior to their
maturity date), at a redemption price equal to the greater of:
· 100% of the principal amount of the notes of the applicable
series being redeemed; and
· the sum, as determined by a Quotation Agent (as defined
herein) appointed by us, of the present values of the
remaining scheduled payments of principal and interest on
the notes of such series to be redeemed (excluding any
portion of such payments of interest accrued and paid as of
the date of redemption), discounted to the redemption date
on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Adjusted Treasury Rate (as
defined herein), plus 15 basis points, in the case of the 2022
notes and 20 basis points, in the case of the 2042 notes,
plus, in each case, accrued and unpaid interest to the date of
redemption; provided that the principal amount of a note
remaining outstanding after redemption in part shall be
$2,000 or an integral multiple of $1,000 in excess thereof.
In addition, on and after December 15, 2021 (three months
prior to their maturity date), we may at our option redeem
the 2022 notes at any time or from time to time, either in
whole or in part, at a redemption price equal to 100% of the
principal amount of the 2022 notes to be redeemed, plus
accrued and unpaid interest to the date of redemption. On
and after September 15, 2041 (six months prior to their
maturity date), we may at our option redeem the 2042 notes
at any time or from time to time, either in whole or in part, at
a redemption price equal to 100% of the principal amount of
the 2042 notes to be redeemed, plus accrued and unpaid
interest to the date of redemption. See "Description of
Notes--Optional Redemption."
Certain Indenture Provisions
The indenture governing the notes contains covenants that
limit our and our restricted subsidiaries' ability to incur
secured debt and enter into sale and leaseback transactions.
These covenants are subject to a number of important
limitations and exceptions. See "Description of Debt
Securities--Certain Covenants" in the accompanying
prospectus.

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Use of Proceeds
The net proceeds from this offering of the notes, which are
expected to be approximately $1.064 billion after deducting
underwriting discounts and commissions and payment of our
expenses related to this offering, will be used for working
capital and general corporate purposes, which may include
repayment of our indebtedness. See "Use of Proceeds."
Form and Denomination
The notes of each series will be issued in fully registered
form in minimum denominations of $2,000 and in integral
multiples of $1,000 in excess thereof.
Further Issues
We may, from time to time without the consent of the holders
of the notes, issue additional notes of either series offered
hereby having the same ranking and interest rate, maturity
and other terms as the notes of that series except for the issue
price and issue date and, in some cases, the first interest
payment date.
Trustee
The trustee for the notes is Wells Fargo Bank, National
Association.
Governing Law
The indenture and the notes will be governed by the laws of
the United States and the State of New York.
Risk Factors
You should read the "Risk Factors" section, beginning on page S-3 of this prospectus supplement and in our most recent
Annual Report on Form 10-K and, as applicable, our Quarterly Reports on Form 10-Q to understand the risks associated with an
investment in Medtronic and the notes.

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RISK FACTORS
An investment in the notes may involve various risks. Prior to making a decision about investing in our securities, and in
consultation with your own financial and legal advisors, you should carefully consider, among other matters, the following risk
factors, as well as those incorporated by reference in this prospectus supplement from the section entitled "Risk Factors" in our
most recent Annual Report on Form 10-K and, as applicable, our Quarterly Reports on Form 10-Q, and other information in
filings we may make from time to time with the SEC.
The notes are subject to prior claims of our secured creditors, if any, and the creditors of our subsidiaries, and if a default
occurs we may not have sufficient funds to fulfill our obligations under the notes.
The notes are unsecured and will rank equally in right of payment with our other unsubordinated unsecured indebtedness from
time to time outstanding and will be structurally subordinated to all future and existing obligations of our subsidiaries. The indenture
governing the notes permits us and our subsidiaries to incur secured debt under specified circumstances. If we incur any secured debt,
our assets and the assets of our subsidiaries will be subject to prior claims by our secured creditors. In the event of our bankruptcy,
liquidation, reorganization or other winding up, assets that secure debt will be available to pay obligations on the notes only after all
debt secured by those assets has been repaid in full. In the event we are required to repatriate cash, cash equivalents, short-term
investments and long-term investments in debt securities that are held by our non-U.S. subsidiaries, the funds would generally be
subject to U.S. tax. Holders of the notes will participate in our remaining assets ratably with all of our unsecured and unsubordinated
creditors, including our trade creditors. If we incur any additional obligations that rank equally with the notes, including trade
payables, the holders of those obligations will be entitled to share ratably with the holders of the notes in any proceeds distributed
upon our insolvency, liquidation, reorganization, dissolution or other winding up. This may have the effect of reducing the amount of
proceeds paid to you. If there are not sufficient assets remaining to pay all these creditors, all or a portion of the notes then
outstanding would remain unpaid.
Negative covenants in the indenture will have a limited effect.
The indenture governing the notes contains negative covenants that apply to us; however, the limitation on liens and limitation on
sale and leaseback covenants contain exceptions that will allow us to create, grant or incur liens or security interests with respect to
our headquarters and certain other material facilities. See "Description of Debt Securities--Certain Covenants" in the accompanying
prospectus. In light of these exceptions, holders of the notes may be structurally or contractually subordinated to our existing and new
lenders.
Changes in our credit ratings may adversely affect the value of the notes.
There can be no assurance that our credit ratings will remain in effect for any given period of time or that our ratings will not be
lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency's judgment, circumstances so warrant.
Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further
review for a downgrade, could affect the market values of the notes and increase our corporate borrowing costs.
Active trading markets for the notes may not develop.
Currently, there are no existing markets for the notes and we do not intend to apply for listing of the notes of either series on any
securities exchange or any automated quotation system. Accordingly, there can be no assurance that trading markets for the notes will
ever develop or will be maintained. Further, there can be no assurance as to the liquidity of any markets that may develop for the
notes, your ability to sell your notes or the price at which you will be able to sell your notes. Future trading prices of the notes will
depend on many factors,

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