Obligation Medtronix 2.75% ( US585055AZ94 ) en USD

Medtronix

100 % ▼

Etats-unis

US585055AZ94 ( en USD )

2.75% par an ( paiement semestriel )

31/03/2023 - Obligation échue

Prospectus brochure de l'obligation Medtronic Inc US585055AZ94 en USD 2.75%, échue

2 000 USD

1 250 000 000 USD

585055AZ9

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 Medtronic Inc. (US585055AZ94, CUSIP 585055AZ9), émise aux États-Unis pour un montant total de 1 250 000 000 USD, avec un coupon de 2,75%, échéant le 31/03/2023, a atteint sa maturité et a été remboursée à 100%, avec une taille minimale d'achat de 2 000 USD et des paiements semestriels ; elle était notée A par Standard & Poor's et non notée par Moody's.

Definitive Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/64670/000119312513117666/d...
424B2 1 d497851d424b2.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)
1.375% Senior Notes due 2018

$1,000,000,000
99.850%

$ 998,500,000
$
136,196
2.750% Senior Notes due 2023

$1,250,000,000
99.765%

$1,247,062,500
$
170,100
4.000% Senior Notes due 2043

$ 750,000,000
97.943%

$ 734,572,500
$
100,196

Total

$3,000,000,000

$2,980,135,000
$
406,492
(1) Calculated in accordance with Rules 457(o) and 457(r).
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PROSPECTUS SUPPLEMENT
(To Prospectus dated March 6, 2012)

MEDTRONIC, INC.
$1,000,000,000 1.375% Senior Notes due 2018
$1,250,000,000 2.750% Senior Notes due 2023
$750,000,000 4.000% Senior Notes due 2043
We are offering $1,000,000,000 aggregate principal amount of 1.375% senior notes due 2018 (the "2018 notes"), $1,250,000,000 aggregate principal amount of
2.750% senior notes due 2023 (the "2023 notes"), and $750,000,000 aggregate principal amount of 4.000% senior notes due 2043 (the "2043 notes," and together with
the 2018 notes and the 2023 notes, the "notes"). The notes will mature on April 1, 2018, in the case of the 2018 notes, April 1, 2023, in the case of the 2023 notes, and
April 1, 2043, in the case of the 2043 notes.
We will pay interest on the notes on April 1 and October 1 of each year, beginning October 1, 2013. 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 any 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.

Underwriting Discounts
Proceeds before

Public Offering Price(1)

and Commissions

Expenses(1)

Per 2018 note

99.850%

0.350%

99.500%

Total

$
998,500,000
$
3,500,000
$ 995,000,000
Per 2023 note

99.765%

0.450%

99.315%

Total

$
1,247,062,500
$
5,625,000
$1,241,437,500
Per 2043 note

97.943%

0.875%

97.068%

Total

$
734,572,500
$
6,562,500
$ 728,010,000
(1) Plus accrued interest, if any, from March 26, 2013, 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 26, 2013.
Joint Book-Running Managers

Barclays

Deutsche Bank Securities

Goldman, Sachs & Co.

J.P. Morgan

Morgan Stanley
Senior Co-Managers

BofA Merrill Lynch

Citigroup

HSBC

RBS

UBS Investment Bank
Co-Managers

Mizuho Securities

US Bancorp

Wells Fargo Securities
March 19, 2013
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Table of Contents
Prospectus Supplement

Page
About This Prospectus Supplement

ii

Where You Can Find More Information

iii

Documents Incorporated by Reference

iii

Caution Regarding Forward-Looking Statements

iv

Prospectus Supplement Summary

S-1
Risk Factors

S-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 add to, update and change information contained or incorporated by reference in the accompanying prospectus. If information in this
prospectus supplement or the information incorporated by reference in this prospectus supplement is inconsistent with the accompanying prospectus or the information
incorporated by reference therein, then this prospectus supplement or the information incorporated by reference in this prospectus supplement will apply and will
supersede the information in the accompanying prospectus.
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by
reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such
agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only
as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
The accompanying prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a shelf registration
statement. Under the shelf registration process, from time to time, we may offer and sell securities in one or more offerings.
It is important that you read and consider all of the information contained in this prospectus supplement and the accompanying prospectus in making your
investment decision. You should also read and consider the information in the documents to which we have referred you in "Where You Can Find More Information" on
page iii of this prospectus supplement.
We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and
can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer to sell these notes in any
jurisdiction where the offer or sale is not permitted. The information contained in or incorporated by reference in this prospectus supplement, the
accompanying prospectus, and any free writing prospectus, and the documents incorporated and deemed to be incorporated by reference herein and therein, is
accurate only as of the respective dates of those documents. Our business, financial condition, results of operations and/or prospects may have changed since
those dates.
We expect that delivery of the notes will be made to investors on or about March 26, 2013, which will be the fifth business day following the date of this
prospectus supplement (such settlement being referred to as "T+5"). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
trades in the secondary market are required, subject to certain exceptions, to settle in three business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes will
initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Those purchasers should consult their
advisors.
All references in this prospectus supplement and the accompanying prospectus to "Medtronic," "we," "us" or "our" mean Medtronic, Inc. and its consolidated
subsidiaries except where it is clear from the context that the term means only the issuer, Medtronic, Inc. Unless otherwise stated, currency amounts in this prospectus
supplement and the accompanying prospectus are stated in United States dollars.

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

· Our Annual Report on Form 10-K for the fiscal year ended April 27, 2012, filed on June 26, 2012, including portions of our Proxy Statement for our 2012

Annual Meeting of Shareholders held August 23, 2012, filed July 13, 2012, 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 27, 2012, filed on September 5, 2012;

· Our Quarterly Report on Form 10-Q for the fiscal quarter ended October 26, 2012, filed on December 5, 2012;

· Our Quarterly Report on Form 10-Q for the fiscal quarter ended January 25, 2013, filed on March 6, 2013;

· Our Current Reports on Form 8-K filed May 16, 2012, July 13, 2012, August 28, 2012, and September 21, 2012; and

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

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

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein, may include "forward-looking"
statements. Forward-looking statements broadly involve our current expectations or forecasts of future results. Our forward-looking statements generally relate to our
growth and growth strategies, financial results, product development, research and development strategy, regulatory approvals, competitive strengths, restructuring
initiatives, intellectual property rights, litigation and tax matters, mergers and acquisitions, divestitures, market acceptance of our products, accounting estimates,
financing activities, ongoing contractual obligations, working capital adequacy, our effective tax rate and sales efforts. Such statements can be identified by the use of
terminology such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "intend," "looking ahead," "may," "plan," "possible," "project," "should,"
"will" and similar words or expressions. Forward-looking statements in this prospectus supplement, the accompanying prospectus, and the documents incorporated by
reference herein and therein include, but are not limited to, statements regarding our ability to drive long-term shareholder value; development and future launches of
products and continued or future acceptance of products in our operating segments; expected timing for completion of research studies relating to our products; market
positioning and performance of our products, including stabilization of the ICD market and unanticipated issues that may affect U.S. FDA and non-U.S. regulatory
approval of new products; increased presence in new markets, including markets outside the U.S.; changes in the market and our market share; acquisitions and
investment initiatives, as well as integration of acquired companies into our operations; the resolution of tax matters; the effectiveness of our development activities in
reducing patient care costs; our expectations regarding health care costs; the elimination of certain positions or costs related to restructuring initiatives; outcomes in our
litigation matters and government investigations; general economic conditions; the adequacy of available working capital and our working capital needs; the continued
strength of our balance sheet and liquidity; and the potential impact of our compliance with governmental regulations and accounting guidance.
One must carefully consider forward-looking statements and understand that such statements may be affected by inaccurate assumptions and may involve a variety
of risks and uncertainties, known and unknown, including, among others, those discussed in the section entitled "Risk Factors" in this prospectus supplement, our Form
10-K for our fiscal year ended April 27, 2012, and our Form 10-Q for the quarter ended July 27, 2012, and the section entitled "Government Regulation and Other
Considerations" in our Form 10-K for the fiscal year ended April 27, 2012, 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 results, self-insurance, commercial insurance, healthcare
policy changes and international operations. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially. We intend to take
advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding our forward-looking statements, and are including this
sentence for the express purpose of enabling us to use the protections of the safe harbor with respect to all forward-looking statements.
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), Coronary, Structural Heart, and Endovascular businesses) and the Restorative Therapies Group (composed of the Spine, 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
$1,000,000,000 aggregate principal amount of 1.375% Senior Notes due 2018

$1,250,000,000 aggregate principal amount of 2.750% Senior Notes due 2023

$750,000,000 aggregate principal amount of 4.000% Senior Notes due 2043

Maturity Date
April 1, 2018, in the case of the 2018 notes, April 1, 2023, in the case of the 2023 notes, and April
1, 2043, in the case of the 2043 notes

Interest Rate
1.375% per year, in the case of the 2018 notes, 2.750% per year, in the case of the 2023 notes, and
4.000% per year, in the case of the 2043 notes

Interest Payment Dates
April 1 and October 1 of each year, beginning October 1, 2013

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 25, 2013, 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 $14.4 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 any series offered hereby, in whole or in part, in the case of the 2018
notes, at any time prior to April 1, 2018 (their maturity date), in the case of the 2023 notes, at any
time prior to January 1, 2023 (three months prior to their maturity date), and in the case of the 2043
notes, at any time prior to October 1, 2042 (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 10 basis
points, in the case of the 2018 notes, 12.5 basis points, in the case of the 2023 notes, and 15 basis
points, in the case of the 2043 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 January 1, 2023 (three months prior to their maturity date), we may at our
option redeem the 2023 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 2023 notes to be redeemed, plus
accrued and unpaid interest to the date of redemption. On and after October 1, 2042 (six months

prior to their maturity date), we may at our option redeem the 2043 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
2043 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.

Use of Proceeds
The net proceeds from this offering of the notes, which are expected to be approximately $2.960
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."

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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
any series offered hereby having the same ranking and interest rate, maturity and other terms as the
notes of that series except for the public offering 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-4 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 discussion of risks relating to the notes, as well as the discussions
of risks relating to our business, which are 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 any 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, including prevailing interest rates, our financial condition and results of operations, the then-current ratings
assigned to the

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