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, 1995.
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 1995 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, 1995.
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 25, 1995 By: /s/ William W. George
William W. George, President
and Chief Executive Officer
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, 1995.
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, 1995
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
Dated: October 25, 1995 /s/Janet S. Fiola
Janet S. Fiola
Senior Vice President,
Human Resources
MEDTRONIC, INC. AND PARTICIPATING
EMPLOYERS SUPPLEMENTAL RETIREMENT PLAN
FINANCIAL STATEMENTS
AND ADDITIONAL INFORMATION
APRIL 30, 1995 AND 1994
MEDTRONIC, INC. AND PARTICIPATING
EMPLOYERS SUPPLEMENTAL RETIREMENT PLAN
FINANCIAL STATEMENTS
AND ADDITIONAL INFORMATION
APRIL 30, 1995 AND 1994
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 4-12
Additional Information:*
Schedule I - Item 27a Form 5500 - Schedule of Assets Held
for Investment Purposes 13
Schedule II - Item 27d Form 5500 - Schedule of Reportable Transactions 14
* 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.
Report of Independent Accountants
September 30, 1995
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, 1995 and
1994, 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
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
SUPPLEMENTAL RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
April 30,
Assets 1995 1994
<S> <C> <C>
Investments at Fair Value:
VMMR Prime Portfolio $ 2,347,865 $ 928,637
Vanguard Wellington Fund 39,176,268 36,713,136
Medtronic, Inc. Stock Fund 126,087,310 51,432,564
Vanguard 500 Portfolio Index Trust 21,534,636 18,107,847
Vanguard Explorer Fund 6,151,832 4,977,881
Vanguard Windsor II Fund 7,659,611 6,774,415
Vanguard Wellesley Income Fund 1,892,492 660,143
Vanguard Prime Cap Fund 7,954,452 557,868
Vanguard International Growth Fund 3,965,115 1,840,322
Vanguard Bond Market Fund 871,470 263,263
Participant Loans Receivable 6,859,736 6,323,465
Interest in Master Trust Fund 13,410,706 17,968,763
237,911,493 146,548,304
Deposits with Insurance Companies, at contract value 85,565,561 85,490,147
Total Investments 323,477,054 232,038,451
Contributions Receivable:
Employer, net of forfeitures 8,220,295 4,944,163
Employee 1,514,732 1,370,879
Total Assets Available for Benefits $333,212,081 $238,353,493
</TABLE>
The accompanying notes are an integral part of these financial statements.
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
SUPPLEMENTAL RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years Ended April 30,
1995 1994
Additions:
Contributions:
Employer $ 11,026,877 $ 7,227,641
Employee 18,793,915 18,151,867
Investment Activity:
Interest and Dividend Income 9,517,865 8,232,461
Other Investment Income, Net 64,173,547 8,826,983
Net Investment Income 73,691,412 17,059,444
Net Investments Transferred from
the Profit Sharing Plan -- 70,117,373
Net Assets Transferred from
Other Plans 83,552 --
Total Additions 103,595,756 112,556,325
Deductions:
Benefit Payments 8,737,168 7,696,104
Total Deductions 8,737,168 7,696,104
Net Increase in Net Assets 94,858,588 104,860,221
Net Assets Available for Benefits:
Beginning of Year 238,353,493 133,493,272
End of Year $333,212,081 $238,353,493
The accompanying notes are an integral part of these financial statements.
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 referred to as the
"Trustees". In fiscal 1995 and 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. Employer matching
contributions of $168,187 and $523,827 during fiscal years 1995 and 1994,
respectively, were forfeited by terminating employees before those amounts
became vested.
Participants direct investment of funds allocated to their accounts.
Participants direct funds among eleven 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 Fund
consists of stocks comprising the Standard and Poor's 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. The Bond Market 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 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 value as determined by the Trustees or the active
market, except guaranteed investment contracts which are valued at contract
value.
Valuation of Participant Loans
Participant loans receivable are valued at cost which approximate fair 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 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--TRUSTEES
Vanguard Trust maintains all assets of the Medtronic, Inc. and Participating
Employers Supplemental Retirement Plan, excluding certain deposits with
insurance companies held by the Master Trust. Assets of the Master Trust include
certain assets of the Plan, the Medtronic, Inc. and Participating Employers
Retirement Plan (Pension Plan), the Medtronic, Inc. Employees Stock Ownership
Plan (ESOP) and the Andover Medical Incorporated Retirement Savings Plan.
Vanguard Trust is 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 recordkeeper for the remaining assets held in the master trust.
<PAGE>
NOTE 5--BENEFIT OBLIGATIONS
Differences in the amounts reported in the financial statements and the Form
5500 relate to benefit obligations at April 30, 1995 and 1994, for persons who
have withdrawn from participation in the Plan as follows:
April 30, 1995 April 30, 1994
Vanguard Wellington Fund $298,156 $ 47,090
Medtronic, Inc. Stock Fund 43,593 43,988
Vanguard 500 Portfolio Index Trust 264,008 33,106
Deposits with Insurance Companies 158,798 60,009
Participant Loans Fund 23,973 9,915
Vanguard Explorer Fund 6,045 6,677
VMMR Prime Portfolio Fund 3,513 91
Vanguard Windsor II Fund 28,203 2,437
Wellesley Income Fund 40,797 --
Prime Cap Fund 124,035 --
International Growth Fund 6,434 --
$997,555 $203,313
NOTE 6 -- RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
April 30, 1995 April 30, 1994
<S> <C> <C>
Net assets available for benefits per
the financial statements $333,212,081 $238,353,493
Amounts allocated to withdrawing participants (997,555) (203,313)
Net assets available for benefits per the Form 5500 $332,214,526 $238,150,180
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended April 30, 1995
Benefits paid to participants per the financial
statements $8,737,168
Add: Amounts allocated to withdrawing participants
at April 30, 1995 997,555
Less: Amounts allocated to withdrawing participants
at April 30, 1994 (203,313)
Benefits paid to participants per the Form 5500 $9,531,410
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to April
30 but not yet paid as of that date.
NOTE 7 -- 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 8--INVESTMENTS
During the years ended April 30, 1995 and 1994 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, 1995 and 1994 and the statement of changes for the periods
then ended are presented in the following table:
<TABLE>
<CAPTION>
1995 VMMR Vanguard Interest Medtronic,Inc. Vanguard Vanguard
Prime Wellington Income Stock Fund 500 Portfolio Explorer
Portfolio Fund Fund Index Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Balance, April 30, 1994 $ 928,637 $ 36,713,136 $ 85,490,147 $ 51,432,564 $ 18,107,847 $ 4,977,881
Net Assets Transferred
from Other Plans 7,103 745 9,460 15,062 2,063 2,809
Contributions 273,681 3,913,120 7,718,040 7,487,024 2,817,513 1,236,573
Inter Fund Transfers 1,066,096 (4,544,359) (14,281,912) 12,785,317 (2,243,834) (365,081)
Interest and Dividend
Income 93,667 1,753,921 4,937,814 572,930 591,778 326,677
Realized/Unrealized Gain
(Loss) -- 2,961,969 -- 55,316,792 2,658,691 208,540
Distributions (21,319) (1,622,264) (4,264,123) (1,522,379) (399,422) (235,567)
Net Assets Transferred
from Master Trust 5,956,135
Balance, April 30, 1995 $ 2,347,865 $ 39,176,268 $ 85,565,561 $ 126,087,310 $ 21,534,636 $ 6,151,832
(table continued)
Vanguard Vanguard Vanguard Vanguard Vanguard
Windsor II Loan Wellesley PrimeCap Int'l Growth Bond
Fund Fund Inc. Fund Fund Fund Market Total
Balance, April 30, 1994 $ 6,774,415 $ 6,323,465 $ 660,143 $ 557,868 $ 1,840,322 $ 263,263 $ 214,069,688
Net Assets Transferred
from Other Plans -- 13,628 14,122 10,002 6,906 1,652 83,552
Contributions 1,348,133 -- 230,966 668,011 607,686 100,060 26,400,807
Inter Fund Transfers (1,315,070) 246,370 864,759 5,616,979 1,713,305 457,430 --
Interest and Dividend
Income 437,880 461,214 107,319 129,230 64,784 40,651 9,517,865
Realized/Unrealized Gain
(Loss) 538,120 -- 38,045 1,115,039 (71,653) 9,926 62,775,469
Distributions (123,867) (184,941) (22,862) (142,677) (196,235) (1,512) (8,737,168)
Net Assets Transferred
from Master Trust 5,956,135
Balance, April 30, 1995 $ 7,659,611 $ 6,859,736 $ 1,892,492 $ 7,954,452 $ 3,965,115 $ 871,470 $ 310,066,348
1994 VMMR Vanguard Interest Medtronic,Inc. Vanguard Vanguard
Prime Wellington Income Stock Fund 500 Portfolio Explorer
Portfolio Fund Fund Index Fund Fund
Balance, April 30, 1993 $ 23,555 $ 19,496,825 $ 35,941,049 $ 30,930,365 $ 11,006,626 $ 322,489
Net Investments
Transferred from the
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
(table continued)
Vanguard Vanguard Vanguard Vanguard Vanguard
Windsor II Loan Wellesley PrimeCap Int'l Growth Bond
Fund Fund Inc. Fund Fund Fund Market Total
Balance, April 30, 1993 $ 799,986 $ 5,277,048 -- -- -- -- $ 103,797,943
Net Investments
Transferred from the
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
</TABLE>
NOTE 9--INTEREST IN THE MASTER TRUST FUND
In accordance with the Master Trust Agreement, activity relating to the Master
Trust is allocated to the participating plans based upon each plan's
proportionate interest in the net assets of the Master Trust Fund.
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:
Total
1995
Interest in Master Trust
at April 30, 1994 $17,968,763
Contributions
Interest and Dividend Income 1,398,078
Expenses --
Net Assets Transferred to
Individual Trust (5,956,135)
Interest in Master Trust
at April 30, 1995 $13,410,706
1994
Interest in Master Trust
at April 30, 1993 $22,594,115
Contributions
Interest and Dividend Income 2,063,471
Expenses (9,260)
Net Assets Transferred to
Individual Trust (6,679,563)
Interest in Master Trust
at April 30, 1994 $17,968,763
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
April 30,
Assets 1995 1994
Investments at Fair Value:
Short-Term Investment Fund $ 24,008,557 $ 8,482,466
U.S. Government Securities -- 7,193,123
Municipal Debt Securities -- 1,854,351
Corporate Debt Securities -- 5,598,194
Common Stock:
Medtronic, Inc. 139,606,040 75,310,125
Others 61,918,895 43,106,743
Capital/Real Estate Funds 393,006 767,491
225,926,498 142,312,493
Deposits with Insurance Companies,
at contract value 13,407,092 17,971,273
Total Investments 239,333,590 160,283,766
Accrued Income 194,636 475,839
Total Assets 239,528,226 160,759,605
Liabilities
Cash Overdrawn -- 335,118
Accrued Expenses 150,101 257,705
Loan From Medtronic, Inc. 29,980,000 32,300,000
Total Liabilities 30,130,101 32,892,823
Net Assets Available for Benefits $209,398,125 $127,866,782
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
MASTER TRUST FUND
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
April 30,
1995 1994
Additions:
Contributions:
Employer $ 20,819,805 $ 8,770,303
Investment Income:
Interest Income 2,939,322 3,428,021
Dividend Income 1,533,333 1,301,357
Other Income 223,082 2,501
Net Appreciation in Fair Value
of Investments 72,423,211 11,819,108
Total Investment Income 77,118,948 16,550,987
Total Additions 97,938,753 25,321,290
Deductions:
Interest Expense 2,907,000 3,019,500
Benefit Payments 1,454,872 1,619,424
Expenses 830,599 687,838
Total Deductions 5,192,471 5,326,762
Increase in Net Assets 92,746,282 19,994,528
Net Assets Transferred to Other Trustees 11,214,939 27,375,653
Net Assets Available for Benefits:
Beginning of Year 127,866,782 135,247,907
End of Year $209,398,125 $127,866,782
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
MASTER TRUST FUND
For the years ended April 30, 1995 and 1994, investments in the Master Trust
Fund (including gains and losses on investments bought and sold during the year)
appreciated in value by $72,423,211 and $11,819,108, respectively, as follows:
Years ended April 30,
1995 1994
Net Appreciation (Depreciation) in Fair Value of
Investments:
U.S. Government Securities $ (229,626) (377,822)
Corporate Debt Securities (691,899) (488,391)
Municipal Debt Securities 138,028 (138,029)
Common Stock:
Medtronic, Inc. 5,880,000 790,000
Others 67,398,059 11,978,518
Capital/Real Estate Funds (71,351) 54,832
$ 72,423,211 $ 11,819,108
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, 1995
<TABLE>
<CAPTION>
Description of Investment Investment Type Participants Shares Cost Market Value
<S> <C> <C> <C> <C> <C>
Medtronic, Inc. Company Stock Fund 3,421 8,161,421 $74,532,478 $126,087,310
Medtronic Interest Income Fund Unallocated Insurance Contract 3,957 85,565,561 85,565,561
Vanguard Wellington Fund Registered Investment Company 2,547 1,839,656 36,592,917 39,176,268
Vanguard Explorer Fund Registered Investment Company 960 134,859 6,095,025 6,151,832
Wellesley Income Fund Registered Investment Company 291 103,080 1,852,583 1,892,492
VMMR Prime Portfolio Registered Investment Company 301 2,345,192 2,347,865 2,347,865
Vanguard Index 500 Portfolio Registered Investment Company 1,702 445,547 18,915,558 21,534,636
Vanguard Prime Cap Fund Registered Investment Company 863 343,993 6,946,526 7,954,452
Vanguard Windsor II Registered Investment Company 934 425,601 7,257,526 7,659,611
International Growth Fund Registered Investment Company 645 284,582 3,924,778 3,965,115
Vanguard Bond Market Fund Registered Investment Company 161 91,446 866,752 871,470
Loan Fund Loans Other Than Mortgages 1,279 6,859,736 6,859,736
Interest in Master Trust Unallocated Insurance Contract 3,598 13,410,706 13,410,706
TOTALS $ 265,168,011 $323,477,054
</TABLE>
The above data was prepared from information certified as complete and accurate
by Vanguard Fiduciary Trust Company, and First Trust, the Plan Trustees .
ADDITIONAL INFORMATION
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
SUPPLEMENTAL RETIREMENT PLAN
SCHEDULE II- ITEM 27D FORM 5500-SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED APRIL 30, 1995
<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. Stock Fund $ 53,568,950 228 $34,261,243 235 $ 28,307,741 $ 5,953,502
Medtronic Interest Income Fund 42,102,465 259 46,549,267 261 46,549,267 --
Vanguard Wellington Fund 11,378,606 174 12,030,275 235 11,999,303 30,972
Vanguard Explorer Fund 4,232,344 184 3,271,163 179 3,373,869 (102,706)
Wellesley Income Fund 2,921,837 123 1,728,901 84 1,748,394 (19,493)
VMMR Prime Portfolio 7,895,764 188 6,480,063 154 6,480,063 --
Vanguard Index 500 Portfolio 7,179,540 171 6,411,407 220 6,173,410 237,997
Vanguard Prime Cap Fund 8,995,543 216 2,721,392 134 2,627,783 93,609
Vanguard Windsor II 5,167,127 162 4,822,521 186 4,915,562 (93,041)
International Growth Fund 5,615,184 187 3,419,772 148 3,518,743 (98,971)
Vanguard Bond Market Fund 1,100,666 104 349,966 38 353,690 (3,724)
</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.
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Nos. 33-37529 and 33-44230) of the Medtronic, Inc. and
Participating Employers Supplemental Retirement Plan of our report dated
September 30, 1995 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, 1995.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Minneapolis, Minnesota
October 25, 1995
