Obligation Medtronix 4.5% ( US585055AP13 ) en USD

Medtronix

100 % ⇌

Etas-Unis

US585055AP13 ( en USD )

4.5% par an ( paiement semestriel )

14/03/2014 - Obligation échue

Prospectus brochure de l'obligation Medtronic Inc US585055AP13 en USD 4.5%, échue

2 000 USD

550 000 000 USD

585055AP1

NR

NR

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 ( Etas-Unis ) , en USD, avec le code ISIN US585055AP13, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2014

L'Obligation émise par Medtronix ( Etas-Unis ) , en USD, avec le code ISIN US585055AP13, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Medtronix ( Etas-Unis ) , en USD, avec le code ISIN US585055AP13, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

e424b5
424B5 1 z49806b5e424b5.htm 424(B)(5)
file:////23filesrv01/ljs/Tamara/Medtronic, 4.50% Sr Nts due 2014, 5.60% Sr Nts due 2019, 6.50% Sr Nts due 2039.htm (1 of 75)3/12/2009 5:02:51 AM

e424b5
Table of Contents

Filed Pursuant to rule 424(b)(5)
Registration No. 333-157777

CALCULATION OF REGISTRATION FEE

Proposed

Proposed

Maximum

Maximum

Aggregate

Amount to be Offering Price
Offering

Amount of

Title of each class of securities
Registration Fee
offered

Registered
Per Unit(1)
Price

(1)

4.50% Senior Notes due 2014 $ 550,000,000 100.000 % $ 550,000,000 $
21,615
5.60% Senior Notes due 2019 $ 400,000,000
99.931 % $ 399,724,000 $
15,709
6.50% Senior Notes due 2039 $ 300,000,000
99.750 % $ 299,250,000 $
11,760
Total
$ 1,250,000,000
$ 1,248,974,000 $
49,084

(1) Calculated in accordance with Rules 457(o) and 457(r).
Prospectus Supplement
(To Prospectus dated March 9, 2009)

$550,000,000 4.50% Senior Notes due 2014
Issue price: 100.000%
$400,000,000 5.60% Senior Notes due 2019
Issue price: 99.931%
$300,000,000 6.50% Senior Notes due 2039
Issue price: 99.750%
Interest payable March 15 and September 15
We are offering $550 million principal amount of 4.50% senior notes due 2014 (the "2014 notes"),
$400 million principal amount of 5.60% senior notes due 2019 (the "2019 notes") and $300 million principal
amount of 6.50% senior notes due 2039 (the "2039 notes," and together with the 2014 notes and the
2019 notes, the "notes").
We will pay interest on the notes on March 15 and September 15 of each year, beginning September 15,
2009. The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 above that
amount.
We may redeem the notes, in whole or in part, at any time prior to their maturity at the redemption price
described in this prospectus supplement.
The notes will be unsecured and will rank equally with all our other unsecured indebtedness.

file:////23filesrv01/ljs/Tamara/Medtronic, 4.50% Sr Nts due 2014, 5.60% Sr Nts due 2019, 6.50% Sr Nts due 2039.htm (2 of 75)3/12/2009 5:02:51 AM

e424b5
See "Risk Factors" beginning on page S-3 for a discussion of certain risks that you should consider
in connection with an investment in the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Underwriting discounts and Proceeds, before

Price to public commissions
expenses

Per 2014 Note
100.000%
0.350%
99.650%

Total
$550,000,000 $1,925,000
$548,075,000

Per 2019 Note
99.931%
0.450%
99.481%

Total
$399,724,000 $1,800,000
$397,924,000

Per 2039 Note
99.750%
0.875%
98.875%

Total
$299,250,000 $2,625,000
$296,625,000

The notes will not be listed on any securities exchange. Currently, there is no public market 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 12,
2009.

Joint Book-Running Managers
Deutsche Bank Securities
J.P. Morgan

Co-Managers
Banc of America Securities LLC
Mitsubishi UFJ Securities
Goldman, Sachs & Co.
UBS Investment Bank
March 9, 2009
file:////23filesrv01/ljs/Tamara/Medtronic, 4.50% Sr Nts due 2014, 5.60% Sr Nts due 2019, 6.50% Sr Nts due 2039.htm (3 of 75)3/12/2009 5:02:51 AM

e424b5

Table of Contents

Prospectus Supplement

Page

About This Prospectus Supplement

ii
Where You Can Find More Information

iii
Caution Regarding Forward-Looking Statements

iv
Prospectus Supplement Summary
S-1
Risk Factors
S-3
Use of Proceeds
S-5
Capitalization
S-6
Ratio of Earnings to Fixed Charges
S-7
Description of Notes
S-8
S-
Material U.S. Federal Income Tax Considerations
12
S-
Underwriting
17
S-
Legal Matters
20
S-
Experts
20

Prospectus
Medtronic, Inc.

1
Where You Can Find More Information

1
Description of Capital Stock

2
Description of Preferred Stock

3
Description of Debt Securities

4
Description of Purchase Contracts
13
Description of Warrants
14
Description of Units
14
Form of Securities
14
Plan of Distribution
16
Validity of Securities
17
Experts
17
i
file:////23filesrv01/ljs/Tamara/Medtronic, 4.50% Sr Nts due 2014, 5.60% Sr Nts due 2019, 6.50% Sr Nts due 2039.htm (4 of 75)3/12/2009 5:02:51 AM

e424b5
Table of Contents

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 May Find More
Information" on page iii of this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus and any free writing prospectus prepared by or on
behalf of us. We have not authorized anyone to provide you with different or additional
information. If anyone provides you with different or additional information, you should not rely on
it. We are not making an offer to sell the notes in any jurisdiction where the offer or sale of the
notes is not permitted. You should assume that the information in this prospectus supplement and
the accompanying prospectus is accurate only as of their respective dates and that any
information we have incorporated by reference is accurate only as of the date of the document
incorporated by reference.
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.
ii
file:////23filesrv01/ljs/Tamara/Medtronic, 4.50% Sr Nts due 2014, 5.60% Sr Nts due 2019, 6.50% Sr Nts due 2039.htm (5 of 75)3/12/2009 5:02:51 AM

e424b5
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 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.
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 25, 2008, filed June 24, 2008;

· Our Quarterly Report on Form 10-Q for the fiscal quarter ended July 25, 2008, filed September 3, 2008;

· Our Quarterly Report on Form 10-Q for the fiscal quarter ended October 24, 2008, filed December 3,
2008;

· Our Quarterly Report on Form 10-Q for the fiscal quarter ended January 23, 2009, filed March 4, 2009;

· Our Current Reports on Form 8-K filed on April 29, 2008, May 20, 2008 (relating to the change in the
certified accountant for Medtronic's savings and investment plans), and June 26, 2008; 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.
iii
file:////23filesrv01/ljs/Tamara/Medtronic, 4.50% Sr Nts due 2014, 5.60% Sr Nts due 2019, 6.50% Sr Nts due 2039.htm (6 of 75)3/12/2009 5:02:51 AM

e424b5
Table of Contents

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 strategies, financial results, product development, regulatory approvals,
competitive strengths, intellectual property rights, litigation, mergers and acquisitions, market acceptance
of our products, accounting estimates, financing activities, ongoing contractual obligations, and sales
efforts. Such statements can be identified by the use of terminology such as "anticipate," "believe,"
"could," "estimate," "expect," "forecast," "intend," "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, growth in our Spinal business related to the Kyphon acquisition and our intended
reorganization and consolidation of certain activities; our intention to pursue the spin-off of Physio-Control;
future launches of products and continued acceptance of products in our operating segments; the
effectiveness of our development activities in reducing patient care costs; the elimination of certain
positions related to the global realignment initiative; outcomes in our litigation matters; 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 and our Form 10-K for our fiscal year ended April 25, 2008, 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 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 Form 10-K. 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.
iv
file:////23filesrv01/ljs/Tamara/Medtronic, 4.50% Sr Nts due 2014, 5.60% Sr Nts due 2019, 6.50% Sr Nts due 2039.htm (7 of 75)3/12/2009 5:02:51 AM

e424b5
Table of Contents

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 currently function in seven operating segments that
manufacture and sell device-based medical therapies. Our segments include Cardiac Rhythm
Disease Management; Spinal; CardioVascular; Neuromodulation; Diabetes; Surgical Technologies;
and Physio-Control. We develop, manufacture and market our medical devices in more than
120 countries worldwide and continue to expand patient access to our products in these markets.
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
$550 million aggregate principal amount of 4.50% Senior Notes due 2014

$400 million aggregate principal amount of 5.60% Senior Notes due 2019

$300 million aggregate principal amount of 6.50% Senior Notes due 2039

Maturity date
March 15, 2014, in the case of the 2014 notes, March 15, 2019, in the
case of the 2019 notes, and March 15, 2039, in the case of the 2039 notes

Interest rate
4.50% per year, in the case of the 2014 notes, 5.60% per year, in the
case of the 2019 notes, and 6.50% per year, in the case of the 2039 notes

Interest payment dates March 15 and September 15 of each year, beginning September 15, 2009

Ranking
Each series of notes will be our general unsecured senior obligations and
will rank equally in right of payment with our existing and future
unsubordinated debt. The notes will be structurally subordinated to all
future and existing obligations of our subsidiaries.

As of January 23, 2009, 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 $6.95 billion of unsubordinated debt obligations of a
type required to be reflected as a liability (net of
file:////23filesrv01/ljs/Tamara/Medtronic, 4.50% Sr Nts due 2014, 5.60% Sr Nts due 2019, 6.50% Sr Nts due 2039.htm (8 of 75)3/12/2009 5:02:51 AM

e424b5
S-1
file:////23filesrv01/ljs/Tamara/Medtronic, 4.50% Sr Nts due 2014, 5.60% Sr Nts due 2019, 6.50% Sr Nts due 2039.htm (9 of 75)3/12/2009 5:02:51 AM

e424b5
Table of Contents
debt discount and issuance cost) in our consolidated balance sheet at
that date. See "Capitalization."

Optional redemption
We may redeem the notes, in whole or in part, at any time at a
redemption price equal to the greater of:

· 100% of the principal amount of the notes 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 each series of the notes 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 40 basis points, in the case of the 2014 notes, 40 basis
points, in the case of the 2019 notes, and 45 basis points, in the case of
the 2039 notes,

plus, in each case, accrued and unpaid interest to the date of redemption.
See "Description of Notes -- Optional Redemption."

Certain indenture
The indenture governing the notes will contain covenants limiting our and
provisions
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.

Use of proceeds
The net proceeds from this offering of the notes, which are expected to be
approximately $1.24 billion after deducting underwriting discounts and
payment of our expenses related to this offering, will be used for general
corporate purposes, including to repay a portion of our outstanding
commercial paper. See "Use of Proceeds."

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

Further issues
We may, from time to time without the consent of the holders of the notes,
issue additional notes of any series having the same ranking and the
interest rate, maturity and other terms as the notes of each series offered
hereby 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 to understand the risks associated with an
file:////23filesrv01/ljs/Tamara/Medtronic, 4.50% Sr Nts due 2014, 5.60% Sr Nts due 2019, 6.50% Sr Nts due 2039.htm (10 of 75)3/12/2009 5:02:51 AM

Document Outline

Local Disk
- #1">e424b5