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, 1996.
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 1996 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, 1996.
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 28, 1996 By: /s/ William W. George
---------------------
William W. George, Chairman
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, 1996.
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, 1996
Or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Nos.: 33-37529 and 33-44230
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 plan) 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 28, 1996 By: /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, 1996 AND 1995
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
October 4, 1996
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, 1996 and
1995, 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
($ IN 000'S)
April 30,
-------------------
1996 1995
-------- --------
Assets:
Investments at Fair Value:
Medtronic, Inc. Stock Fund $203,833 $126,087
Vanguard Wellington Fund 51,231 39,176
Vanguard Explorer Fund 9,959 6,152
Vanguard Wellesley Income Fund 5,100 1,892
VMMR Prime Portfolio 4,612 2,348
Vanguard 500 Portfolio Index Trust 33,606 21,535
Vanguard Prime Cap Fund 17,551 7,954
Vanguard Windsor II Fund 17,665 7,660
Vanguard International Growth Fund 8,523 3,965
Vanguard Total Bond Market Fund 1,682 871
Participant Loans 8,702 6,860
Interest in Master Trust Fund 7 13,411
-------- --------
362,471 237,911
Interest Income Fund, at Contract Value 86,765 85,566
-------- --------
Total Investments 449,236 323,477
Contributions Receivable:
Employer, net of forfeitures 11,413 8,220
Employee 1,564 1,515
-------- --------
Net Assets Available for Benefits $462,213 $333,212
======== ========
The accompanying notes are an integral part of these financial statements.
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
SUPPLEMENTAL RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
($ IN 000'S)
Years ended April 30,
---------------------
1996 1995
--------- ---------
Additions:
Contributions:
Employer $ 14,825 $ 11,027
Employee 25,518 18,794
Investment Activity:
Interest and Dividend Income 12,016 9,518
Interest in Master Trust Fund Investment Activity 338 1,398
Net Appreciation in Fair Value of Investments 78,363 62,775
-------- --------
Total Investment Income 90,717 73,691
Net Assets Transferred from Other Plans 8,657 84
-------- --------
Total Additions 139,717 103,596
Deductions:
Benefit Payments 10,716 8,737
-------- --------
Increase in Net Assets 129,001 94,859
Net Assets Available for Benefits:
Beginning of Year 333,212 238,353
-------- --------
End of Year $462,213 $333,212
======== ========
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 1996 and 1995, 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.
Participants are 20% vested in the company contributions upon completing one
year of service. 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 $158,124 and $168,187 during
fiscal years 1996 and 1995, respectively, were forfeited by terminating
employees before those amounts became vested.
Participants direct investment of funds allocated to their account among eleven
investments. The Vanguard 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 Poor's
500 Index. The Vanguard Explorer Fund is an aggressive growth fund consisting of
common stocks of small companies. The VMMR Prime Portfolio consists of
high-quality money market instruments. The Vanguard 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 Vanguard Total 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 Fund, 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--SUMMARY OF ACCOUNTING PRINCIPLES
Basis Of Presentation
The financial statements of the Plan are prepared on the accrual basis of
accounting.
Valuation Of Investments
As determined by the Trustees, investments are stated at fair value based upon
quoted market prices, except deposits with insurance companies guaranteed
investment contracts which are valued at contract value.
Valuation Of Participant Loans
Participant loans are valued at cost which approximates fair value. Participants
can have only one loan outstanding at a time and can borrow up to 50% of their
vested balance not to exceed the maximum loan amount of $50,000. The minimum
loan amount is $1,000. Loans are repaid through payroll deduction in equal
amounts over a 1 to 5 year period. The interest rate is calculated as one
percentage point over the prime rate in effect at First Bank, St. Paul, N.A., on
the first work day of the month in which the loan is made and remains fixed for
the duration for the loan.
Investment Activity
Interest and dividend income consists of amounts earned on investments in the
Plan's separate trust held by Vanguard Trust.
Use Of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
NOTE 3--TRUSTEES
Vanguard Trust maintains all assets of the Plan, excluding assets held in the
Master Trust Fund maintained by First Trust. Vanguard Trust is recordkeeper of
the Plan assets held by Vanguard Trust and certain deposits held by insurance
companies held in the Master Trust Fund. Vanguard Trust maintains a separate
account in the name of each participant in the Plan to record the assets
allocated to the participant and the earnings, losses, disbursements and
expenses credited thereto. Medtronic, Inc. and First Trust act as recordkeeper
for the remaining assets held in the Master Trust Fund.
NOTE 4--BENEFIT OBLIGATIONS
Differences in the amounts reported in the financial statements and the Form
5500 relate to benefit obligations at April 30, 1996 and 1995, for persons who
have withdrawn from participation in the Plan are as follows: ($ in 000's)
April 30,
---------------------
1996 1995
------ -------
Medtronic, Inc. Stock Fund $ 215 $ 44
Interest Income Fund 908 159
Vanguard Wellington Fund 88 298
Vanguard Explorer Fund 3 6
Vanguard Wellesley Income Fund -- 41
VMMR Prime Portfolio 9 4
Vanguard 500 Portfolio Index Trust 32 264
Vanguard Prime Cap Fund 10 124
Vanguard Windsor II Fund 64 28
Vanguard International Growth Fund 5 6
Participant Loans 15 24
------ ------
$1,349 $ 998
====== ======
NOTE 5--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: ($ in 000's)
<TABLE>
<CAPTION>
April 30,
----------------------
1996 1995
--------- ---------
<S> <C> <C>
Net assets available for benefits per the financial statements $ 462,213 $ 333,212
Amounts allocated to withdrawing participants (1,349) (998)
--------- ---------
Net assets available for benefits per the Form 5500 $ 460,864 $ 332,214
========= =========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500: ($ in 000's)
Year Ended April 30, 1996
-------------------------
Benefits paid to participants per the financial
statements $ 10,716
Add: Amounts allocated to withdrawing
participants at April 30, 1996 1,349
Less: Amounts allocated to withdrawing
participants at April 30, 1995 (998)
----------
Benefits paid to participants per the Form 5500 $ 11,067
==========
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 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
During the years ended April 30, 1996 and 1995 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, 1996 and 1995 and the statement of changes for the periods
then ended are presented in the following table:
<TABLE>
<CAPTION>
Vanguard
Medtronic Inc. Interest Vanguard Vanguard Wellesley VMMR Vanguard
Stock Income Wellington Explorer Income Prime 500 Portfolio
1996 Fund Fund Fund Fund Fund Portfolio Index Trust
($ in 000's) --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, April 30, 1995 $ 126,087 $ 85,566 $ 39,176 $ 6,152 $ 1,892 $ 2,348 $ 21,535
Net Assets Transferred
from Other Plans 1,390 1,190 731 516 372 453 810
Contributions 14,458 7,055 4,003 1,525 535 464 3,319
Inter-Fund Transfers 6,385 (21,912) (717) (319) 2,052 1,373 1,700
Interest and Dividend
Income 956 4,864 2,376 624 310 213 708
Realized/Unrealized
Gain/(Loss) 57,906 -- 6,917 1,617 82 -- 6,271
Distributions (3,349) (3,740) (1,255) (156) (143) (239) (737)
Net Assets Transferred
from Master Trust 13,742
--------- --------- --------- --------- --------- --------- ---------
Balance, April 30, 1996 $ 203,833 $ 86,765 $ 51,231 $ 9,959 $ 5,100 $ 4,612 $ 33,606
========= ========= ========= ========= ========= ========= =========
</TABLE>
[WIDE TABLE CONTINUED FROM ABOVE]
<TABLE>
<CAPTION>
Vanguard Vanguard Vanguard Vanguard
Prime Cap Windsor II International Total Bond Participant
1996 Fund Fund Growth Fund Market Fund Loans Total
($ in 000's) ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, April 30, 1995 $ 7,954 $ 7,660 $ 3,965 $ 871 $ 6,860 $ 310,066
Net Assets Transferred
from Other Plans 1,540 446 760 198 251 8,657
Contributions 2,604 1,821 1,046 271 -- 37,101
Inter-Fund Transfers 2,948 5,144 1,848 265 1,233 --
Interest and Dividend
Income 497 635 149 86 598 12,016
Realized/Unrealized
Gain/(Loss) 2,464 2,265 846 (5) -- 78,363
Distributions (456) (306) (91) (4) (240) (10,716)
Net Assets Transferred
from Master Trust 13,742
--------- --------- --------- --------- --------- ---------
Balance, April 30, 1996 $ 17,551 $ 17,665 $ 8,523 $ 1,682 $ 8,702 $ 449,229
========= ========= ========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Vanguard
Medtronic Inc. Interest Vanguard Vanguard Wellesley VMMR Vanguard
Stock Income Wellington Explorer Income Prime 500 Portfolio
Fund Fund Fund Fund Fund Portfolio Index Trust
1995 ($ in 000's) ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, April 30, 1994 $ 51,433 $ 85,490 $ 36,713 $ 4,978 $ 660 $ 929 $ 18,108
Net Assets Transferred
from Other Plans 15 9 1 3 14 7 2
Contributions 7,487 7,718 3,913 1,237 231 274 2,817
Inter Fund Transfers 12,785 (14,281) (4,545) (366) 865 1,065 (2,244)
Interest and Dividend
Income 573 4,938 1,754 327 107 94 592
Realized/Unrealized
Gain/(Loss) 55,316 -- 2,962 209 38 -- 2,659
Distributions (1,522) (4,264) (1,622) (236) (23) (21) (399)
Net Assets Transferred
from Master Trust 5,956
--------- --------- --------- --------- --------- --------- ---------
Balance, April 30, 1995 $ 126,087 $ 85,566 $ 39,176 $ 6,152 $ 1,892 $ 2,348 $ 21,535
========= ========= ========= ========= ========= ========= =========
</TABLE>
[WIDE TABLE CONTINUED FROM ABOVE]
<TABLE>
<CAPTION>
Vanguard Vanguard Vanguard Vanguard
Prime Cap Windsor II International Total Bond Participant
Fund Fund Growth Fund Market Fund Loans Total
1995 ($ in 000's) ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, April 30, 1994 $ 558 $ 6,774 $ 1,840 $ 263 $ 6,323 $ 214,070
Net Assets Transferred
from Other Plans 10 -- 7 2 13 83
Contributions 668 1,348 608 100 -- 26,401
Inter Fund Transfers 5,617 (1,314) 1,713 457 248 --
Interest and Dividend
Income 129 438 65 41 461 9,518
Realized/Unrealized
Gain/(Loss) 1,115 538 (72) 10 -- 62,775
Distributions (143) (124) (196) (2) (185) (8,737)
Net Assets Transferred
from Master Trust 5,956
--------- --------- --------- --------- --------- ---------
Balance, April 30, 1995 $ 7,954 $ 7,660 $ 3,965 $ 871 $ 6,860 $ 310,066
========= ========= ========= ========= ========= =========
</TABLE>
NOTE 8--INTEREST IN THE MASTER TRUST FUND
Certain assets of the Plan are invested by the Trustee in a Master Trust
Fund with certain assets of the Medtronic, Inc. and Participating
Employers Retirement Plan, and the Medtronic, Inc. Employees Stock Ownership
Plan (ESOP).
First Trust as the recordkeeper of certain assets of the Master Trust Fund
maintains a separate account for Medtronic, Inc. and Participating Employers
Supplemental Retirement Plan assets held within the Master Trust Fund. The
separate account assets primarily consist of deposits with insurance companies.
The Plan's interest in the total net assets held in the master trust fund and
changes in net assets during the period are as follows: ($ in 000's)
Years ended April 30,
----------------------
1996 1995
--------- --------
Interest in Master Trust, Beginning of Year $ 13,411 $ 17,969
Interest and Dividend Income 338 1,398
Net Assets Transferred to Separate Trust (13,742) (5,956)
-------- --------
Interest in Master Trust, End of Year $ 7 $ 13,411
======== ========
During the years ended April 30, 1996 and 1995, the Plan had transactions with
First Trust, the Plan's Trustee, which are allowed by the Plan and are
acceptable under the Internal Revenue Code. These transactions have been
classified as party-in-interest transactions.
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, $ IN 000'S)
April 30,
------------------------
1996 1995
-------- --------
Assets:
Investments at Fair Value:
Short-Term Investment Fund $ 4,175 $ 24,004
U.S. Government Securities 7,429 --
Corporate Debt Securities 19,609 --
Medtronic, Inc. Common Stock 183,212 139,606
Other Common Stocks 84,411 61,919
Capital/Real Estate Fund 337 393
-------- --------
Total 299,173 225,922
Deposits with Insurance Companies, at
contract value 7 13,411
-------- --------
Total Investments 299,180 239,333
Accrued Income 672 195
-------- --------
Total Assets 299,852 239,528
LIABILITIES:
Cash Overdrawn 723 --
Accrued Expenses 74 150
Loan From Medtronic, Inc. 28,672 29,980
-------- --------
Total Liabilities 29,469 30,130
-------- --------
Net Assets Available for Benefits 270,383 $209,398
======== ========
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 CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(UNAUDITED, $ IN 000'S)
Years ended April 30,
----------------------
1996 1995
-------- --------
Additions:
Contributions:
Employer $ 16,984 $ 20,820
Investment Income:
Interest Income 3,269 2,939
Dividend Income 813 1,534
Other Income 488 223
Net Appreciation in Fair Value of Investments 69,702 72,423
-------- --------
Total Investment Income 74,272 77,119
-------- --------
Total Additions 91,256 97,939
Deductions:
Interest Expense 2,698 2,907
Benefit Payments 1,575 1,455
Expenses 688 831
Net Assets Transferred to Other Trustees 25,310 11,215
-------- --------
Total Deductions 30,271 16,408
-------- --------
Increase in Net Assets 60,985 81,531
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year 209,398 127,867
-------- --------
End of Year $270,383 $209,398
======== ========
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
MASTER TRUST FUND
For the years ended April 30, 1996 and 1995 investments in the Master Trust Fund
(including gains and losses on investments bought and sold during the year)
appreciated in value by $69,702,000 and $72,423,000, respectively, as follows:
($ in 000's)
Years ended April 30,
--------------------------
1996 1995
---------- ----------
Net Appreciation/(Depreciation) in Fair Value
of Investments:
Short-Term Investment Fund $ 88 $ --
U.S. Government Securities 168 (230)
Corporate Debt Securities (561) (692)
Municipal Debt Securities -- 138
Medtronic, Inc. Common Stock 5,100 5,880
Other Common Stocks 64,725 67,398
Capital/Real Estate Funds 182 (71)
---------- ----------
$ 69,702 $ 72,423
========== ==========
ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
SUPPLEMENTAL RETIREMENT PLAN
SCHEDULE I-ITEM 27A FORM 5500
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(IN 000'S EXCEPT FOR NUMBER OF PARTICIPANTS/SHARES)
APRIL 30, 1996
- -----------------------------------------------------------------------------------------------------------------------------
Description of Investment Investment Type Participants Shares Cost Market Value
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Medtronic, Inc. Stock Fund Company Stock Fund 4,463 9,297,865 $ 118,612 $ 203,833
Interest Income Fund Unallocated Insurance Contracts 3,957 86,709,578 86,765 86,765
Vanguard Wellington Fund Registered Investment Company 2,620 2,049,636 42,748 51,231
Vanguard Explorer Fund Registered Investment Company 1,150 176,266 8,490 9,959
Vanguard Wellesley Income Fund Registered Investment Company 497 258,824 5,061 5,100
VMMR Prime Portfolio Registered Investment Company 415 4,607,631 4,612 4,612
Vanguard 500 Portfolio Index Trust Registered Investment Company 2,086 547,823 25,560 33,606
Vanguard Prime Cap Fund Registered Investment Company 1,580 617,515 14,789 17,551
Vanguard Windsor II Fund Registered Investment Company 1,304 790,979 15,254 17,665
Vanguard International Growth Fund Registered Investment Company 786 523,887 7,734 8,523
Vanguard Total Bond Market Fund Registered Investment Company 265 173,513 1,697 1,682
Participant Loans Loans Other Than Mortgages 1,523 -- 8,702 8,702
(interest rates: 7.25% to 10.0%)
Interest in Master Trust Unallocated Insurance Contracts 3,957 -- 7 7
- -----------------------------------------------------------------------------------------------------------------------------
Totals $ 340,031 $ 449,236
=============================================================================================================================
</TABLE>
The above data was prepared from information certified as complete and accurate
by Vanguard Fiduciary Trust Company, and First Trust, the Plan's Trustees.
ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS
SUPPLEMENTAL RETIREMENT PLAN
SCHEDULE II-ITEM 27D FORM 5500
SCHEDULE OF REPORTABLE TRANSACTIONS
(IN 000'S EXCEPT FOR NUMBER OF PURCHASES/SALES)
YEAR ENDED APRIL 30, 1996
- ---------------------------------------------------------------------------------------------------------------------------------
Cost of No. of Proceeds No. of Historical
Description of Investment Purchase Purchases from Sale Sales Cost of Sales Gain or (Loss)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Medtronic, Inc. Stock Fund $123,901 253 $104,164 246 $ 79,924 $ 24,240
Interest Income Fund 64,246 272 76,438 272 76,438 --
Vanguard Wellington Fund 16,477 202 11,314 226 10,296 1,018
Vanguard Explorer Fund 6,918 186 4,711 193 4,506 205
Vanguard Wellesley Income Fund 6,931 158 3,804 149 3,725 79
VMMR Prime Portfolio 22,877 225 20,614 198 20,614 --
Vanguard 500 Portfolio Index Trust 15,800 218 9,986 226 9,143 843
Vanguard Prime Cap Fund 16,140 229 9,021 212 8,313 708
Vanguard Windsor II Fund 12,024 197 4,287 193 4,031 256
Vanguard International Growth Fund 6,706 189 2,995 174 2,898 97
Vanguard Total Bond Market Fund 2,424 122 1,608 86 1,594 14
- ---------------------------------------------------------------------------------------------------------------------------------
Totals $294,444 $248,942 $221,482 $ 27,460
=================================================================================================================================
</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's Trustee.
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-37529 and 33-44230) of the Medtronic, Inc. and
Participating Employers Supplemental Retirement Plan of our report dated October
4, 1996 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,
1996.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Minneapolis, Minnesota
October 25, 1996
