FORM 10-K/A
(AMENDMENT NO. 1)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to annual report pursuant to Section 13 or 15(d) of the
Securities Act of 1934 for the fiscal year ended April 30, 1994.
Commission File No. 1-7707
MEDTRONIC, INC.
Minnesota 41-0793183
(State of Incorporation) (I.R.S. Employer Identification No.)
7000 Central Avenue N.E.
Minneapolis, Minnesota 55432
(Address of principal executive offices)
Telephone number: (612) 574-4000
The undersigned registrant hereby amends Part IV, Item 14(a)3, entitled
"Exhibits", of its Annual Report on Form 10-K for fiscal 1994 to add the
following exhibits:
Exhibit No.
99.1 Form 11-K for the Medtronic, Inc. and Participating Employers
Supplemental Retirement Plan for the year ended April 30, 1994.
99.2 Form 11-K for the Medtronic, Inc. and Participating Employers
Profit Sharing Plan for the period May 1, 1993 through August
16, 1993.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
MEDTRONIC, INC.
Dated: October 21, 1994 By: /s/ William W. George
--------------------------------
William W. George, President
and Chief Executive Officer
<PAGE>
INDEX OF EXHIBITS
EXHIBITS
- --------
99.1 Form 11-K for the Medtronic, Inc. and Participating
Employers Supplemental Retirement Plan for the year ended
April 30, 1994.
(Pages 3 through 19)
99.2 Form 11-K for the Medtronic, Inc. and Participating
Employers Profit Sharing Plan for the period May 1, 1993
through August 16, 1993.
(Pages 20 through 35)
EXHIBIT 99.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended April 30, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File No.: 1-7707
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
SUPPLEMENTAL RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Medtronic, Inc.
7000 Central Avenue N.E.
Minneapolis, MN 55432
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plans) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
MEDTRONIC, INC. AND PARTICIPATING
EMPLOYERS SUPPLEMENTAL RETIREMENT PLAN
Date: October 18, 1994 /s/ Janet S. Fiola
-------------------------
Janet S. Fiola
Senior Vice President,
Human Resources
<PAGE>
MEDTRONIC, INC. AND PARTICIPATING
EMPLOYERS SUPPLEMENTAL RETIREMENT PLAN
FINANCIAL STATEMENTS
AND ADDITIONAL INFORMATION
APRIL 30, 1994 AND 1993
<PAGE>
MEDTRONIC, INC. AND PARTICIPATING
EMPLOYERS SUPPLEMENTAL RETIREMENT PLAN
FINANCIAL STATEMENTS
AND ADDITIONAL INFORMATION
APRIL 30, 1994 AND 1993
TABLE OF CONTENTS TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
PAGE
Financial Statements:
Report of Independent Accountants 1
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-11
Additional Information:*
Schedule I - Item 27a Form 5500 - Schedule of Assets
Held for Investment Purposes 12
Schedule II - Item 27d Form 5500 - Schedule of Reportable Transactions 13
* Other schedules required by Section 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
<PAGE>
Report of Independent Accountants
September 30, 1994
To the Participants and Administrator
of the Medtronic, Inc. and Participating
Employers Supplemental Retirement Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets of the Medtronic, Inc.
and Participating Employers Supplemental Retirement Plan at April 30, 1994 and
1993, and the changes in net assets for the years then ended, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in schedules I
and II is presented for purposes of additional analysis and is not a required
part of the basic financial statements but is additional information required by
ERISA. Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Minneapolis, Minnesota
<PAGE>
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
SUPPLEMENTAL RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
April 30,
Assets 1994 1993
- ------ --------------- --------
<S> <C> <C>
Investments at Market:
VMMR Prime Portfolio $ 928,637 $ 23,555
Vanguard Wellington Fund 36,713,136 19,496,825
Medtronic, Inc. Stock Fund 51,432,564 30,930,365
Vanguard 500 Portfolio Index Trust 18,107,847 11,006,626
Vanguard Explorer Fund 4,977,881 322,489
Vanguard Windsor II Fund 6,774,415 799,986
Vanguard Wellesley Income Fund 660,143 --
Vanguard Prime Cap Fund 557,868 --
Vanguard International Growth Fund 1,840,322 --
Vanguard Bond Market Fund 263,263 --
------------- ----------------
122,256,076 62,579,846
Deposits with Insurance Companies, at contract value 85,490,147 35,941,049
------------- ------------
Total Investments 207,746,223 98,520,895
Participant Loans Receivable 6,323,465 5,277,048
Interest in Master Trust Fund 17,968,763 22,594,115
Contributions Receivable:
Employer, net of forfeitures 4,944,163 5,875,698
Employee 1,370,879 1,245,052
------------ ------------
Total Assets 238,353,493 133,512,808
Liabilities
Accrued Expenses -- 19,536
------------ --------------
Net Assets Available for Benefits $238,353,493 $133,493,272
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
SUPPLEMENTAL RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years ended April 30,
1994 1993
Additions:
Contributions:
Employer 7,227,641 $ 8,186,976
Employee 18,151,867 13,716,732
Investment Activity:
Interest and Dividend Income 8,232,461 1,300,611
Other Investment Income, Net 8,826,983 5,315,958
------------- -------------
Net Investment Income 17,059,444 6,616,569
Net Investments Transferred from
the Profit Sharing Plan 70,117,373 --
Total Additions 112,556,325 28,520,277
Deductions:
Benefit Payments 7,696,104 3,393,039
Expenses -- 19,536
------------- -------------
Total Deductions 7,696,104 3,412,575
------------- -------------
Net Increase in Net Assets 104,860,221 25,107,702
Net Assets Available for Benefits:
Beginning of Year 133,493,272 108,385,570
------------- -------------
End of year $ 238,353,493 $ 133,493,272
============= =============
The accompanying notes are an integral part of these financial statements.
<PAGE>
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
SUPPLEMENTAL RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1--DESCRIPTION OF THE PLAN
The Medtronic, Inc. and Participating Employers Supplemental Retirement Plan
(the Plan) is a defined contribution plan created by Medtronic, Inc. (the
company). It is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). The Plan provides for a regular savings program
whereby participants may deposit between 2% and 12% of their monthly salary. The
trustees of the Plan are Vanguard Fiduciary Trust Company (Vanguard Trust) and
First Trust National Association (First Trust), hereinafter collectively
referred to as the "Trustees." In fiscal 1994, the company paid certain
administrative expenses of the Plan.
The company matches at least 25% of the employee contribution, up to 6% of
compensation. The company may contribute additional amounts, up to an additional
75% of the amount contributed by the employee, if certain performance goals are
achieved.
A participant acquires a vested interest in the company contributions upon
completing one year of service, at which time the participant is 20% vested.
Additional vesting accrues at the rate of 20% per year thereafter. Participants
are 100% vested in their own contributions at all times. Participant forfeiture
of nonvested amounts reduce the company contribution.
Participants direct investment of funds allocated to their accounts.
Participants direct funds among eleven investments. Seven of these investments
were effective upon the completion of the trustee transfer on January 1,
1993 (Note 4). The Wellington Fund, a balanced fund, consists of common stocks
and fixed income securities. The Interest Income Fund consists of deposits with
insurance companies at fixed rates of return. The Medtronic, Inc. Stock Fund
consists of holdings in Medtronic, Inc. common stock. The Vanguard 500 Portfolio
Index Trust consists of stocks comprising the Standard and Poors 500 Index. The
Vanguard Explorer Fund is an aggressive growth fund consisting of common stocks
of small companies. The Vanguard Prime Portfolio consists of high-quality money
market instruments. The Windsor II fund, a growth and income fund, consists of
common stocks that, in the opinion of the investment advisor, are undervalued in
the marketplace.
Effective March 1, 1994, four additional investment options were added. The Bond
Index Fund is a bond fund that seeks to parallel the performance of an
established Bond Index. The Vanguard Wellesley Income Fund, a balanced fund,
invests in corporate bonds and stocks with above average dividend yields. The
Vanguard Prime Cap Fund consists of stock, that in the opinion of the investment
advisor, have strong earnings growth potential. The Vanguard International
Growth Portfolio, an international stock fund, consists of non-U.S. stocks
selected for their appreciation potential.
Termination or retirement benefits are paid by the Trustees in accordance with
the provisions of the Plan and the instructions of the Medtronic, Inc., acting
as plan administrator. In the event the Plan were terminated, participants
become fully vested and the company would cause all amounts in the hands of the
trustees to be allocated and distributed to the participants based upon their
investment balance.
NOTE 2--PROFIT SHARING PLAN MERGER
Effective August 16, 1993, the Medtronic, Inc. and Participating Employers
Profit Sharing Plan was merged into the Plan. This is reflected in the Statement
of Changes in Net Assets as a transfer of assets. Participants in the former
Profit Sharing Plan can choose to invest their balances within the same
investment options described above (Note 1).
NOTE 3--SUMMARY OF ACCOUNTING PRINCIPLES
Basis of Presentation
The financial statements of the Plan are prepared on the accrual basis of
accounting.
Valuation of Investments
Investments are stated at fair market value as determined by the Trustees or the
active market, except guaranteed investment contracts which are valued at
contract value.
Investment Activity
Interest and dividend income consists of amounts earned on investments in the
Plan's separate trust held by Vanguard Trust. Other investment income, net
consists of the Plan's interest in the activity of the master trust (Note 4) and
the realized and unrealized gains and losses of the separate trust.
NOTE 4--TRUSTEE TRANSFER
Prior to January 1, 1993, assets of the Medtronic, Inc. and Participating
Employers Supplemental Retirement Plan were invested by First Trust in a master
trust fund with the assets of the Medtronic, Inc. and Participating Employers
Profit Sharing Plan, the Medtronic, Inc. and Participating Employers Retirement
Plan (Pension Plan), the Medtronic, Inc. Employee Stock Ownership Plan (ESOP)
and the Andover Medical Incorporated Retirement Savings Plan. Effective January
1, 1993, Vanguard Trust replaced First Trust as the trustee for all assets of
the master trust fund, excluding certain deposits with insurance companies, the
assets of the Pension Plan, and certain unallocated stock held in the master
trust attributable to the ESOP. The assets transferred out of the master trust
were transferred into separate trusts for each benefit plan. Assets previously
held by First Trust in the Balanced Fund, Interest Income Fund, Medtronic Stock
Fund, and Stock Index Fund were transferred into Vanguard's Wellington Fund,
Interest Income Fund, Medtronic, Inc. Stock Fund, and Vanguard 500 Portfolio
Index Trust, respectively.
On January 1, 1993, Vanguard Trust replaced William M. Mercer, Inc. as
recordkeeper of the Plan assets held by Vanguard Trust. Vanguard Trust maintains
a separate account in the name of each participant in the Plan to record the
assets allocated to the participant and the earnings, losses, disbursements and
expenses credited thereto. Medtronic, Inc. and First Trust act as recordkeepers
for the remaining assets held in the master trust.
NOTE 5--BENEFIT OBLIGATIONS
Differences in the amounts reported in the financial statements and the Form
5500 relate to benefit obligations at April 30, 1994 and 1993, for persons who
have withdrawn from participation in the Plan as follows:
April 30, 1994 April 30, 1993
Vanguard Wellington Fund ......... $ 47,090 $ 138,835
Medtronic, Inc. Stock Fund ....... 43,988 149,155
Vanguard 500 Portfolio Index Trust 33,106 60,972
Deposits with Insurance Companies 60,009 184,277
Participant Loans Fund ........... 9,915 89,352
Vanguard Explorer Fund ........... 6,677 --
VMMR Prime Portfolio Fund ........ 91 --
Vanguard Windsor II Fund ......... 2,437 --
--------- ---------
$ 203,313 $ 622,591
========= =========
NOTE 6--TAX STATUS
The Plan has received a favorable determination letter of tax qualification from
the Internal Revenue Service. The Plan administrator believes the Plan continues
to qualify under the provision of Section 401(a) of the Internal Revenue Code,
and that the related trust is exempt from federal income tax.
NOTE 7--INVESTMENTS
Effective January 1, 1993, substantially all of the assets of the Plan,
excluding certain deposits with insurance companies, were transferred from the
master trust held by First Trust into a separate trust held by Vanguard Trust
(Note 4). During the years ended April 30, 1994 and 1993 the Plan had
transactions with Vanguard Trust and First Trust, the Plan's trustees, which are
allowed by the Plan and are acceptable under the Internal Revenue Code. These
transactions are classified as party-in-interest transactions. The investments
held by Vanguard Trust as of April 30, 1994 and 1993 and the statement of
changes for the periods then ended are presented in the following table:
<PAGE>
NOTE 7 -- INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
VMMR Vanguard Interest Medtronic Vanguard 500 Vanguard
Prime Wellington Income Inc. Portfolio Explorer
Portfolio Fund Fund Stock Fund Index Trust Fund
<S> <C> <C> <C> <C> <C> <C>
1994
Balance, April 30, 1993 $ 23,555 $ 19,496,825 $ 35,941,049 $ 30,930,365 $ 11,006,626 $ 322,489
Net Assets Transferred from
Profit Sharing Plan 43,968 11,619,437 39,433,756 12,828,088 5,452,600 108,391
Contributions 185,969 4,017,940 9,997,309 7,108,213 2,806,007 713,824
Inter Fund Transfers 694,728 1,922,302 (7,011,631) (6,233,615) (1,381,037) 3,780,682
Interest and dividend Income 12,773 2,173,721 4,040,393 372,790 484,134 382,122
Realized/Unrealized Gain(Loss) 42 (996,318) (378) 8,099,663 251,342 (276,196)
Distributions (32,398) (1,520,771) (3,589,914) (1,672,940) (511,825) (53,431)
Net Assets transferred from
Master Trust 6,679,563
Balance April 30, 1994 $ 928,637 $ 36,713,136 $ 85,490,147 $ 51,432,564 $ 18,107,847 $ 4,977,881
1993
Balance, April 30, 1992 $ -- $ -- $ -- $ -- $ -- $ --
Net Assets Transferred from
Master Trust -- 18,398,867 37,492,587 37,399,171 10,778,477
Contributions 7,709 806,857 2,201,898 1,882,552 633,983 40,064
Inter Fund Transfers 15,698 (569,841) (3,492,201) 3,533,796 (507,035) 291,844
Interest and dividend Income 148 195,347 759,036 103,271 68,425 --
Realized/Unrealized Gain(Loss) -- 854,577 -- (11,715,163) 127,808 (9,419)
Distributions -- (188,982) (1,020,271) (273,262) (95,032) --
Balance April 30, 1993 $ 23,555 $ 19,496,825 $ 35,941,049 $ 30,930,365 $ 11,006,626 $ 322,489
</TABLE>
<TABLE>
<CAPTION>
Vanguard Vanguard Vanguard Vanguard Vanguard
Windsor II Loan Wellesley Inc. PrimeCap Int'l Growth Bond
Fund Fund Fund Fund Fund Market Total
<S> <C> <C> <C> <C> <C> <C> <C>
1994
Balance, April 30, 1993 $ 799,986 $ 5,277,048 $ -- $ -- $ -- $ -- $103,797,943
Net Assets Transferred from
Profit Sharing Plan 631,133 70,117,373
Contributions 1,259,098 15,531 27,324 38,333 15,670 26,185,218
Inter Fund Transfers 4,123,296 855,987 658,686 543,485 1,792,554 254,563 --
Interest and dividend Income 298,487 437,553 6,741 1,625 -- 2,585 8,212,924
Realized/Unrealized Gain(Loss) (276,542) -- (18,376) (14,476) 12,935 (8,925) 6,772,771
Distributions (61,043) (247,123) (2,439) (90) (3,500) (630) (7,696,104)
Net Assets transferred from
Master Trust 6,679,563
Balance April 30, 1994 $ 6,774,415 $ 6,323,465 $ 660,143 $557,868 $1,840,322 $263,263 $214,069,688
1993
Balance, April 30, 1992 $ -- $ -- $ -- $ -- $ -- $ -- $ --
Net Assets Transferred from
Master Trust 5,209,310 109,278,412
Contributions 48,124 -- 5,621,187
Inter Fund Transfers 764,634 (36,895) --
Interest and dividend Income -- 174,384 1,300,611
Realized/Unrealized Gain(Loss) (12,772) -- (10,754,969)
Distributions -- (69,751) (1,647,298)
Balance April 30, 1993 $ 799,986 $ 5,277,048 $ -- $ -- $ -- $ -- $103,797,943
</TABLE>
<PAGE>
NOTE 8--INTEREST IN THE MASTER TRUST FUND
Activity relating to the Master Trust is allocated to the participating plans
based upon each plan's net asset value at the beginning of the year.
The Plan's interest in the total net assets held in the master trust fund and
changes in net assets during the period are allocated as follows:
<TABLE>
<CAPTION>
Balanced Interest Medtronic Stock Loan
Fund Income Fund Stock Fund Index Fund Fund Total
1994
<S> <C> <C> <C> <C> <C> <C>
Interest in Master Trust
at April 30, 1993 $ -- $ 22,594,115 $ -- $ -- $ -- $ 22,594,115
Contributions
Inter Fund Transfers
Interest and Dividend Income 2,063,471 2,063,471
Realized/Unrealized Gain(Loss)
Expenses (9,260) (9,260)
Distributions
Net Assets Transferred to
Individual Trust (6,679,563) (6,679,563)
Interest in Master Trust
at April 30, 1993 $ -- 17,968,763 $ -- $ -- $ -- $ 17,968,763
1993
Interest in Master Trust
at April 30, 1992 $ 18,871,197 $ 49,898,489 $ 22,574,935 $ 8,557,191 $ 4,251,129 $ 104,152,941
Contributions 2,204,213 5,721,560 4,119,945 1,348,682 -- 13,394,400
Inter Fund Transfers (3,288,345) 1,651,704 525,516 348,328 762,797 --
Interest and Dividend Income 472,405 3,797,785 207,124 175,526 246,301 4,899,141
Realized/Unrealized Gain(Loss) 562,184 -- 10,541,293 508,688 -- 11,612,165
Expenses (132,035) (163,326) (116,378) (28,640) -- (440,379)
Distributions (290,752) (819,510) (453,264) (131,298) (50,917) (1,745,741)
Net Assets Transferred to
Individual Trust (18,398,867) (37,492,587) (37,399,171) (10,778,477) (5,209,310) (109,278,412)
Interest in Master Trust
at April 30, 1993 $ -- $ 22,594,115 $ -- $ -- $ -- $ 22,594,115
</TABLE>
<PAGE>
NOTE 8-INTEREST IN THE MASTER TRUST FUND (CONTINUED)
The financial data of the master trust fund on an accrual basis is as follows:
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
MASTER TRUST FUND
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(Unaudited)
April 30,
Assets 1994 1993
- ------- ------------- ----------
Investments at Market:
Short-Term Investment Fund $ 8,482,466 $ 5,383,985
U.S. Government Securities 7,193,123 6,819,683
Municipal Debt Securities 1,854,351
Corporate Debt Securities 5,598,194 6,352,857
Common Stock:
Medtronic, Inc. 75,310,125 70,800,667
Others 43,106,743 40,943,163
Capital/Real Estate Funds 767,491 1,373,361
--------------- ---------------
142,312,493 131,673,716
Deposits with Insurance Companies,
at contract value 17,200,079 36,580,606
--------------- ---------------
Total Investments 159,512,572 168,254,322
Accrued Income 1,247,033 1,420,801
--------------- ---------------
Total Assets 160,759,605 169,675,123
--------------- ---------------
Liabilities
Cash Overdrawn 335,118 752,801
Accrued Expenses 257,705 124,415
Loan From Medtronic, Inc. 32,300,000 33,550,000
--------------- ---------------
Total Liabilities 32,892,823 34,427,216
--------------- ---------------
Net Assets Available for Benefits $ 127,866,782 $ 135,247,907
=============== ===============
<PAGE>
NOTE 8--INTEREST IN THE MASTER TRUST FUND(CONTINUED)
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
MASTER TRUST FUND
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(Unaudited)
Years ended April 30,
1994 1993
Additions:
Contributions:
Employer $ 8,770,303 $ 12,492,581
Employee -- 10,597,799
Investment Income:
Interest Income 3,428,021 8,324,423
Dividend Income 1,301,357 1,811,411
Other Income 2,501 --
Net Appreciation in Fair Value
of Investments 11,819,108 29,427,846
------------- -------------
Total Investment Income 16,550,987 39,563,680
Total Additions 25,321,290 62,654,060
------------- -------------
Deductions:
Interest Expense 3,019,500 3,216,459
Benefit Payments 1,619,424 5,328,382
Expenses 687,838 1,232,991
------------- -------------
Total Deductions 5,326,762 9,777,832
------------- -------------
Increase in Net Assets 19,994,528 52,876,228
Net Assets Transferred to Other Trustees 27,375,653 186,265,591
Net Assets Available for Benefits:
Beginning of Year 135,247,907 268,637,270
------------- -------------
End of year $ 127,866,782 $ 135,247,907
============= =============
<PAGE>
NOTE 8--INTEREST IN THE MASTER TRUST FUND(CONTINUED)
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
MASTER TRUST FUND
For the years ended April 30, 1994 and 1993, investments in the Master Trust
Fund(including gains and losses on investments bought and sold during the year)
appreciated (depreciated) in value as follows:
Years ended April 30,
1994 1993
Net Appreciation (Depreciation)
in Fair Value of
Investments:
U.S. Government Securities $ (377,822) $ 736,295
Corporate Debt Securities (488,391) 753,186
Municipal Debt Securities (138,029) --
Common Stock:
Medtronic, Inc. 790,000 21,360,146
Others 11,978,518 6,488,052
Capital/Real Estate Funds 54,832 90,167
------------ ------------
$ 11,819,108 $ 29,427,846
============ ============
<PAGE>
ADDITIONAL INFORMATION
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
SUPPLEMENTAL RETIREMENT PLAN
SCHEDULE I- ITEM 27A FORM 5500-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
APRIL 30, 1994
<TABLE>
<CAPTION>
Description of Investment Investment Type Participants Shares Cost Market Value
<S> <C> <C> <C> <C>
Medtronic, Inc. Common Stock Fund Company Stock Fund 2,733 6,520,826 $49,241,022 $51,432,564
Medtronic Interest Income Fund Unallocated Insurance Contract 3,894 85,490,147 85,490,147
Vanguard Wellington Fund Registered Investment Company 2,541 1,863,849 37,060,783 36,713,136
Vanguard Explorer Fund Registered Investment Company 725 112,995 5,232,321 4,977,881
VMMR Prime Portfolio Registered Investment Company 194 928,174 928,637 928,637
Vanguard 500 Portfolio Index Registered Investment Company 1,563 426,659 17,909,464 18,107,847
Vanguard Windsor II Registered Investment Company 781 405,038 7,003,492 6,774,415
Loan Fund Loans Other Than Mortgages 1,128 6,323,465 6,323,465
Vanguard Prime Cap Fund Registered Investment Company 77 29,997 571,373 557,868
Vanguard International Growth Fund Registered Investment Company 138 134,035 1,827,302 1,840,322
Vanguard Bond Market Fund Registered Investment Company 18 27,645 272,195 263,263
Vanguard Wellesley Income Fund Registered Investment Company 55 36,518 677,773 660,143
Interest in Master Trust Unallocated Insurance Contracts 3,894 17,968,763 17,968,763
----------- -----------
TOTALS $230,506,737 $232,038,451
============= ============
</TABLE>
The above data was prepared from information certified as complete and accurate
by Vanguard Fiduciary Trust Company, and First Trust, the Plan Trustees .
<PAGE>
ADDITIONAL INFORMATION
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
SUPPLEMENTAL RETIREMENT PLAN
SCHEDULE II- ITEM 27D FORM 5500-SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED APRIL 30, 1994
<TABLE>
<CAPTION>
Cost of No. of Proceeds No. of Cost of Net Historical
Description of Investment Purchases Purchases from Sales Sales Sales Gain or (Loss)
<S> <C> <C> <C> <C> <C> <C>
Medtronic, Inc. Common Stock Fund $31,258,816 181 $18,869,628 233 $18,002,127 $ 867,501
Medtronic Interest Income Fund 66,055,633 233 21,084,224 233 21,084,224 0
Vanguard Wellington Fund 26,053,909 190 7,880,999 201 7,751,691 129,308
Vanguard Explorer Fund 6,682,528 181 1,757,436 106 1,788,073 (30,637)
VMMR Prime Portfolio 2,585,682 118 1,680,799 84 1,680,799 0
Vanguard 500 Portfolio Index 11,499,172 154 4,646,806 185 4,494,709 152,097
Vanguard Wellesley Income Fund 703,835 28 25,944 9 26,690 (746)
Vanguard Windsor II 8,376,328 190 2,133,415 115 2,193,481 (60,066)
Vanguard Prime Cap Fund 592,871 29 21,355 6 22,326 (971)
Vanguard International Growth Fund 1,896,555 35 71,865 11 71,948 (83)
Vanguard Bond Market Fund 275,555 13 3,725 2 3,717 8
</TABLE>
The above data represents information relating to the Plan's individual trust
only. It was prepared from information certified as complete and accurate by
Vanguard Fiduciary Trust Company, the Plan Trustee.
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-37529) of the Medtronic, Inc. and Participating
Employers Supplemental Retirement Plan of our report dated September 30, 1994
appearing in this Annual Report of the Medtronic, Inc. and Participating
Employers Supplemental Retirement Plan on Form 11-K for the year ended April 30,
1994.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Minneapolis, Minnesota
October 18, 1994
EXHIBIT 99.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended April 30, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File No.: 1-7707
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Medtronic, Inc.
7000 Central Avenue N.E.
Minneapolis, MN 55432
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plans) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
MEDTRONIC, INC. AND PARTICIPATING
EMPLOYERS PROFIT SHARING PLAN
Date: October 18, 1994 /s/ Janet S. Fiola
-------------------------
Janet S. Fiola
Senior Vice President,
Human Resources
<PAGE>
MEDTRONIC, INC. AND PARTICIPATING
EMPLOYERS PROFIT SHARING PLAN
FINANCIAL STATEMENTS
AND ADDITIONAL INFORMATION
FOR THE PERIOD MAY 1, 1993 THROUGH AUGUST 16, 1993
AND
MAY 1, 1992 THROUGH APRIL 30, 1993
<PAGE>
XXX
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
PROFIT SHARING PLAN
FINANCIAL STATEMENTS
AND ADDITIONAL INFORMATION
FOR THE PERIOD MAY 1, 1993 THROUGH AUGUST 16, 1993
AND
MAY 1, 1992 THROUGH APRIL 30, 1993
TABLE OF CONTENTS TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
PAGE
Financial Statements:
Report of Independent Accountants 1
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-11
Additional Information:*
Schedule I - Item 27d Form 5500 - Schedule of Reportable Transactions 12
* Other schedules required by Section 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
<PAGE>
Report of Independent Accountants
September 30, 1994
To the Participants and Administrator
of the Medtronic, Inc. and Participating
Employers Profit Sharing Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets of the Medtronic, Inc.
and Participating Employers Profit Sharing Plan at August 16, 1993 and at April
30, 1993, and the changes in net assets for the period May 1, 1993 through
August 16, 1993, and the year ended April 30, 1993 in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in schedule I
is presented for purposes of additional analysis and is not a required part of
the basic financial statements but is additional information required by ERISA.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Minneapolis, Minnesota
<PAGE>
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
August 16, April 30,
Assets 1993 1993
- ------ --------------- -------------
<S> <C> <C>
Investments at Market:
VMMR Prime Portfolio $ -- $ 42,482
Vanguard Wellington Fund -- 11,438,842
Medtronic, Inc. Stock Fund -- 13,934,603
Vanguard 500 Portfolio Index Trust Fund -- 5,437,656
Vanguard Explorer Fund -- 78,383
Vanguard Windsor II Fund -- 228,302
-------------- ------------
-- 31,160,268
Deposits with Insurance Companies, at contract value -- 23,833,991
--------------- ------------
Total Investments -- 54,994,259
Interest in Master Trust Fund -- 15,030,630
Employer Contributions Receivable -- 1,737
-------------- ------------
Total Assets -- 70,026,626
Liabilities
Accrued Expenses -- 11,561
-------------- ----------------
Net Assets Available for Benefits $ -- $70,015,065
================ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Period May 1, 1993
through Year ended
August 16, 1993 April 30, 1993
Additions:
<S> <C> <C>
Employee Contributions $ 418,272 $ 1,754,598
Investment Activity:
Interest and Dividend Income 596,372 690,456
Other Investment(Loss)/Income, Net (423,309) 3,930,857
------------- ------------
Net Investment Income 173,063 4,621,313
------------- ------------
Total Additions 591,335 6,375,911
Deductions:
Benefit Payments 489,027 3,202,752
Expenses -- 11,561
Merger of Plan Assets to Supplemental Retirement Plan 70,117,373 --
------------- ------------
Total Deductions 70,606,400 3,214,313
------------- ------------
Net Increase/(Decrease) in Net Assets (70,015,065) 3,161,598
Net Assets Available for Benefits:
Beginning of Year 70 ,015,065 66,853,467
------------- ------------
End of year $ -- $ 70,015,065
============= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1--DESCRIPTION OF THE PLAN
The Medtronic, Inc. and Participating Employers Profit Sharing Plan (the Plan)
is a defined contribution plan created by Medtronic, Inc. (the company). It is
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA). The Plan provides benefits to participants who are eligible employees
of Medtronic, Inc., and participating subsidiaries. The trustees of the Plan are
Vanguard Fiduciary Trust Company (Vanguard Trust) and First Trust National
Association (First Trust) herinafter collectively referred to as the "Trustees".
In fiscal 1994, the company paid certain administrative expenses of the Plan.
A participant acquires a vested interest in the company contributions upon
completing one year of service, at which time the participant is 20% vested.
Additional vesting accrues at the rate of 20% per year thereafter. Participants
are 100% vested in their own contributions at all times. Participant forfeiture
of nonvested amounts decrease expenses of the company.
Participants direct the investment of funds allocated to their account.
Effective January 1, 1993 (Note 4), participants direct funds among seven
investments. The Wellington Fund, a balanced fund, consists of common stocks and
fixed income securities. The Interest Income Fund consists of deposits with
insurance companies at fixed rates of return. The Medtronic, Inc. Stock Fund
consists of holdings in Medtronic, Inc. common stock. The Vanguard 500 Portfolio
Index Trust consists of stocks comprising the Standard and Poors 500 Index. The
Vanguard Explorer Fund is an aggressive growth fund consisting of common stocks
of small companies. The Vanguard Prime Portfolio consists of high-quality money
market instruments. The Windsor II fund, a growth and income fund, consists of
common stocks that, in the opinion of the investment advisor, are undervalued in
the marketplace.
Termination or retirement benefits are paid by the Trustee in accordance with
the provisions of the Plan and the instructions of Medtronic, Inc., acting as
plan administrator. In the event the Plan is terminated, participants shall
become fully vested and the company would cause all amounts held by the Trustees
to be allocated and distributed to the participants based upon their total
account balance.
Subject to the Plan provisions, any employee, whether or not a participant in
the plan, may contribute for his or her benefit, rollover or transfer
contributions. These contributions are recorded in each participant's profit
sharing account by the Trustees and reflected in the financial statements of the
Plan.
NOTE 2--PLAN MERGER
Effective August 16, 1993, the Plan was merged into the Medtronic, Inc. and
Participating Employers Supplemental Retirement Plan. This is reflected in the
financial statements as a transfer of plan assets.
NOTE 3--SUMMARY OF ACCOUNTING PRINCIPLES
Basis of Presentation
The financial statements of the Plan are prepared on the accrual basis of
accounting.
Valuation of Investments
Investments are stated at fair market value as determined by the Trustees or the
active market, except guaranteed investment contracts which are valued at
contract value.
Investment Activity
Interest and dividend income consists of amounts earned on investments in the
Plan's separate trust held by Vanguard Trust. Other investment (loss)/income,
net consists of the Plan's interest in the activity of the master trust (Note
4) held by First Trust and the realized and unrealized gains and losses of the
separate trust.
NOTE 4--TRUSTEE TRANSFER
Prior to January 1, 1993, assets of the Medtronic, Inc. and Participating
Employers Profit Sharing Plan were invested by First Trust in a master trust
fund with the assets of the Medtronic, Inc. and Participating Employers
Supplemental Retirement Plan, the Medtronic, Inc. and Participating Employers
Retirement Plan (Pension Plan), the Medtronic, Inc. Employee Stock Ownership
Plan (ESOP) and the Andover Medical Incorporated Retirement Savings Plan.
Effective January 1, 1993, Vanguard Trust replaced First Trust as the trustee
for all assets of the master trust fund, excluding certain deposits with
insurance companies, the assets of the Pension Plan and certain unallocated
stock held in the master trust attributable to the ESOP. The assets transferred
out of the master trust were transferred into separate trusts for each benefit
plan. Assets previously held by First Trust in the Balanced Fund, Interest
Income Fund, Medtronic Stock Fund, and Stock Index Fund were transferred into
Vanguard's Wellington Fund, Interest Income Fund, Medtronic, Inc. Stock Fund,
and Vanguard 500 Portfolio Index Trust, respectively.
On January 1, 1993 Vanguard Trust replaced William M. Mercer, Inc. as
recordkeeper of the Plan assets held by Vanguard Trust. Vanguard Trust maintains
a separate account in the name of each participant in the Plan to record the
assets allocated to the participant and the earnings, losses, disbursements and
expenses credited thereto. Medtronic, Inc. and First Trust act as recordkeepers
for the remaining assets held in the master trust.
NOTE 5--BENEFIT OBLIGATION
Benefit obligations at April 30, 1993, for persons who have withdrawn from
participation in the Plan were as follows:
Vanguard Wellington Fund $ 69,054
Medtronic, Inc. Stock Fund 32,204
Vanguard 500 Portfolio Index Trust 5,961
Deposits with Insurance Companies 99,016
---------
$ 206,235
=========
<PAGE>
NOTE 6--TAX STATUS
The Plan has received a favorable determination letter of tax qualification from
the Internal Revenue Service. The Plan administrator believes that the Plan
qualifies under the provisions of Section 401(a) of the Internal Revenue Code,
and that the related trust is exempt from federal income tax.
NOTE 7--INVESTMENTS
Effective January 1, 1993, substantially all of the assets of the Plan,
excluding certain deposits with insurance companies, were transferred from a
master trust held by First Trust into a separate trust held by Vanguard Trust
(Note 4). During the years ended April 30, 1994 and 1993 the Plan had
transactions with Vanguard Trust and First Trust, the Plan's trustees, which are
allowed by the Plan and are acceptable under the Internal Revenue Code. These
transactions are classified as party-in-interest transactions. The investments
held by Vanguard Trust as of August 16, 1993 and April 30, 1993 and the
statement of changes for the periods then ended are presented in the following
table:
<PAGE>
NOTE 7--INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
VMMR Vanguard Interest Medtronic, Vanguard 500 Vanguard
Prime Wellington Income Inc. Portfolio Explorer Windsor II
Portfolio Fund Fund Stock Fund Index Trust Fund Fund Total
1994
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance,
April 30, 1993 $ 42,482 $ 11,438,842 $ 23,833,991 $ 13,934,603 $ 5,437,656 $ 78,383 $ 228,302 $ 54,994,259
Contributions 15,729 85,430 97,158 164,202 36,386 11,482 9,624 420,011
Inter Fund
Transfers 1,410 (125,276) 139,354 (248,117) (153,992) 14,049 372,572 --
Interest and
Dividend Income 369 112,165 406,995 30,818 28,262 -- 6,201 584,810
Realized/Unrealized
Gain(Loss) -- 187,759 -- (1,014,458) 107,113 5,633 16,136 (697,817)
Distributions (240) (84,773) (348,877) (38,960) (13,321) (1,155) (1,701) (489,027)
Transfer to
Supplemental
Retirement Plan (59,750) (11,614,147) (24,128,621) (12,828,088) (5,442,104) (108,392) (631,134) (54,812,236)
Balance,
August 16, 1993 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --
1993
Balance,
April 30, 1992 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --
Net Assets
Transferred from
Master Trust -- 11,152,767 24,806,783 18,323,219 5,504,770 -- -- 59,787,539
Contributions 29,362 117,447 155,861 152,549 121,812 8,335 56,638 642,004
Inter Fund
Transfers 12,954 (367,995) (735,586) 1,117,257 (272,892) 72,583 173,679 --
Interest and
Dividend Income 166 116,583 490,880 48,668 34,113 -- 46 690,456
Realized/Unrealized
Gain(Loss) -- 512,893 -- (5,620,979) 67,983 (2,535) (2,061) (5,044,699)
Distributions -- (92,853) (883,947) (86,111) (18,130) -- -- (1,081,041)
Balance,
April 30, 1993 $ 42,482 $ 11,438,842 $ 23,833,991 $ 13,934,603 $ 5,437,656 $ 78,383 $ 228,302 $ 54,994,259
</TABLE>
<PAGE>
NOTE 8--INTEREST IN THE MASTER TRUST FUND
Activity relating to the Master Trust is allocated to the participating plans
based upon each plan's net asset value at the beginning of the year. The Plan's
interest in the total net assets held in the master trust fund and changes in
net assets during the period are allocated as follows:
<TABLE>
<CAPTION>
Balanced Interest Medtronic Stock
Fund Income Fund Stock Fund Index Fund Total
<S> <C> <C> <C> <C> <C>
1994
Interest in Master Trust
at April 30, 1993 $ 15,030,630 $ 15,030,630
Contributions -- --
Inter Fund Transfers -- --
Interest and Dividend Income 272,116 272,116
Realized/Unrealized Gain(Loss) -- --
Expenses 2,391 2,391
Transfer of Assets to
Supplemental Retirement Plan (15,305,137) (15,305,137)
Distributions -- --
Interest in Master Trust at
August 16, 1993 $ -- $ --
1993
Interest in Master Trust
at April 30, 1992 $ 12,547,739 $ 37,420,756 $ 11,761,178 $ 5,122,144 $ 66,851,817
Contributions 204,789 151,826 443,219 312,673 1,112,507
Inter Fund Transfers (1,780,430) 1,287,614 290,182 202,634 --
Interest and Dividend Income 249,403 2,517,015 404,583 (305,829) 2,865,172
Realized/Unrealized Gain(Loss) 337,764 -- 5,661,727 261,180 6,260,671
Other Income(Expenses) (64,300) (88,231) 13,095 (10,851) (150,287)
Distributions (342,198) (1,451,567) (250,765) (77,181) (2,121,711)
Net Assets Transferred to
Individual Trust (11,152,767) (24,806,783) (18,323,219) (5,504,770) (59,787,539)
Interest in Master Trust
at April 30, 1993 $ -- $ 15,030,630 $ -- $ -- $ 15,030,630
</TABLE>
<PAGE>
NOTE 8--INTEREST IN THE MASTER TRUST FUND(CONTINUED)
The financial data of the master trust fund on an accrual basis is as follows:
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
MASTER TRUST FUND
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(Unaudited)
April 30,
Assets 1994 1993
- ------- ------------- ----------
Investments at Market:
Short-Term Investment Fund $ 8,482,466 $ 5,383,985
U.S. Government Securities 7,193,123 6,819,683
Municipal Debt Securities 1,854,351
Corporate Debt Securities 5,598,194 6,352,857
Common Stock:
Medtronic, Inc. 75,310,125 70,800,667
Others 43,106,743 40,943,163
Capital/Real Estate Funds 767,491 1,373,361
--------------- ---------------
142,312,493 131,673,716
Deposits with Insurance Companies,
at contract value 17,200,079 36,580,606
--------------- ---------------
Total Investments 159,512,572 168,254,322
Accrued Income 1,247,033 1,420,801
--------------- ---------------
Total Assets 160,759,605 169,675,123
--------------- ---------------
Liabilities
Cash Overdrawn 335,118 752,801
Accrued Expenses 257,705 124,415
Loan From Medtronic, Inc. 32,300,000 33,550,000
--------------- ---------------
Total Liabilities 32,892,823 34,427,216
--------------- ---------------
Net Assets Available for Benefits $ 127,866,782 $ 135,247,907
=============== ===============
<PAGE>
NOTE 8--INTEREST IN THE MASTER TRUST FUND(CONTINUED)
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
MASTER TRUST FUND
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(Unaudited)
Years ended April 30,
1994 1993
Additions:
Contributions:
Employer $ 8,770,303 $ 12,492,581
Employee -- 10,597,799
Investment Income:
Interest Income 3,428,021 8,324,423
Dividend Income 1,301,357 1,811,411
Other Income 2,501 --
Net Appreciation in Fair Value
of Investments 11,819,108 29,427,846
------------- -------------
Total Investment Income 16,550,987 39,563,680
Total Additions 25,321,290 62,654,060
------------- -------------
Deductions:
Interest Expense 3,019,500 3,216,459
Benefit Payments 1,619,424 5,328,382
Expenses 687,838 1,232,991
------------- -------------
Total Deductions 5,326,762 9,777,832
------------- -------------
Increase in Net Assets 19,994,528 52,876,228
Net Assets Transferred to Other Trustees 27,375,653 186,265,591
Net Assets Available for Benefits:
Beginning of Year 135,247,907 268,637,270
------------- -------------
End of year $ 127,866,782 $ 135,247,907
============= =============
<PAGE>
NOTE 8--INTEREST IN THE MASTER TRUST FUND(CONTINUED)
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
MASTER TRUST FUND
For the years ended April 30, 1994 and 1993, investments in the Master Trust
Fund(including gains and losses on investments bought and sold during the year)
appreciated (depreciated) in value as follows:
Years ended April 30,
1994 1993
Net Appreciation (Depreciation) in Fair Value of
Investments:
U.S. Government Securities $ (377,822) $ 736,295
Corporate Debt Securities (488,391) 753,186
Municipal Debt Securities (138,029) --
Common Stock:
Medtronic, Inc. 790,000 21,360,146
Others 11,978,518 6,488,052
Capital/Real Estate Funds 54,832 90,167
$ 11,819,108 $29,427,846
<PAGE>
ADDITIONAL INFORMATIOn
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS PROFIT SHARING PLAN
SCHEDULE I - ITEM 27D FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS
PERIOD MAY 1, 1993 THROUGH AUGUST 16, 1993
<TABLE>
<CAPTION>
Cost of No. of Proceeds No. of Cost of Net Historical
Description of Investment Purchases Purchases from Sales Sales Sales Gain or (Loss)
<S> <C> <C> <C> <C> <C> <C>
Medtronic, Inc. Common Stock Fund $ 395,171 28 $13,312,969 35 $15,329,593 $(2,016,624)
Medtronic Interest Income Fund 1,203,364 45 40,070,690 32 40,070,690 0
Vanguard Wellington Fund 342,830 22 11,969,432 24 11,298,897 670,535
Vanguard Explorer Fund 31,496 13 118,183 5 115,084 3,099
Vanguard 500 Portfolio Index 119,550 17 5,662,455 22 5,496,217 166,238
Vanguard Windsor II 398,863 19 646,640 4 632,652 13,988
VMMR Prime Portfolio 19,679 8 62,161 6 62,161 0
</TABLE>
The above data represents information relating to the Plan's individual trust
only. It was prepared from information certified as complete and accurate by
Vanguard Fiduciary Trust Company, the Plan Trustee.
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-37529) of the Medtronic, Inc. and Participating
Employers Profit Sharing Plan of our report dated September 30, 1994, appearing
in this Annual Report of the Medtronic, Inc. and Participating Employers Profit
Sharing Plan of Form 11-K for the period May 1, 1993 through August 16, 1993.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Minneapolis, Minnesota
October 18, 1994
