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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.
FOR THE FISCAL YEAR ENDED APRIL 30, 1994
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
FOR THE TRANSITION PERIOD FROM ____ TO _____
COMMISSION FILE NO. 1-7707
MEDTRONIC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
COMMON STOCK, PAR VALUE NEW YORK STOCK EXCHANGE, INC.
$.10 PER SHARE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE, INC.
SECURITIES REGISTERED PURSUANT TO SECTION 1
NONE
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO
SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES _X_ NO ___
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO
THE BEST OF THE REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. ( X )
AGGREGATE MARKET VALUE OF VOTING STOCK OF MEDTRONIC, INC. HELD BY
NONAFFILIATES OF THE REGISTRANT AS OF JULY 8, 1994, BASED ON THE CLOSING
PRICE OF $81.125 AS REPORTED ON THE NEW YORK STOCK EXCHANGE:
$4.53 BILLION.
SHARES OF COMMON STOCK OUTSTANDING ON JULY 8, 1994: 57,559,109
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF REGISTRANT'S 1994 ANNUAL SHAREHOLDER REPORT ARE INCORPORATED BY
REFERENCE INTO PARTS I, II AND IV; PORTIONS OF REGISTRANT'S PROXY STATEMENT
FOR ITS 1994 ANNUAL MEETING ARE INCORPORATED BY REFERENCE INTO PART III.
PART I
ITEM 1. BUSINESS
GENERAL DEVELOPMENT OF BUSINESS.
Medtronic, Inc. (together with its subsidiaries, "Medtronic" or the
"company") was incorporated as a Minnesota corporation in 1957. Medtronic
is the world's leading therapeutic medical device company, developing,
manufacturing and marketing therapies for improved cardiovascular and
neurological health. Primary products include implantable pacemaker
systems used for treatment of bradycardia, implantable tachyarrhythmia
management devices for treatment of ventricular arrhythmias, mechanical
and tissue heart valves, balloon and guiding catheters used in
angioplasty, implantable neurostimulation and drug delivery systems, and
perfusion systems including blood oxygenators, centrifugal blood pumps,
autotransfusion systems and cannula products. More than half of
Medtronic's revenues are generated from the sale of implantable cardiac
pacemaker systems for treatment of bradycardia ("brady pacemakers"). These
systems consist of implantable pulse generators ("IPGs") and leads, which
are the insulated wires that carry electrical impulses from the IPG to the
heart.
In March 1994, Medtronic acquired substantially all assets and liabilities
of DLP, Inc. for approximately $128.3 million in cash. DLP is the market
leader in the development, manufacture, and sale of cannula products used
in heart surgery. Other DLP products are used in marking and targeting
suspected malignancies during diagnostic and interventional procedures.
DLP will operate as part of the company's Cardiac Surgery business.
In April 1994, Medtronic acquired all of the outstanding common stock of
Electromedics, Inc. for approximately $95.3 million. The purchase price
consisted of approximately $39.1 million payable in cash and approximately
778,000 shares of common stock valued at $56.2 million. Electromedics
designs, manufactures and markets blood management and blood conservation
equipment for use in autotransfusion, or retransfusion of a patient's own
blood, during major medical procedures. Electromedics will operate as part
of the company's Cardiac Surgery business.
In April 1994, Medtronic also acquired all of the remaining outstanding
common stock of Carbon Implants, Inc. Carbon Implants is an innovator in
pyrolytic carbon coating processes and the design and manufacture of
mechanical heart valves using these processes for enhanced durability and
biocompatibility. The total purchase price was approximately $34.6 million
in cash.
In July 1993, Medtronic sold substantially all the assets of its Medtronic
Andover Medical, Inc. ("AMI") subsidiary. AMI manufactured electrodes,
cables and related devices for the neurological and cardiovascular
markets. Annual sales of AMI were approximately $23 million. Medtronic has
now completed its recent strategy to divest businesses that do not
directly support its core implantable and invasive medical technology
businesses.
Medtronic operates in a single industry segment, that of providing
products for medical applications. Its revenues, operating profits and
assets for the past three fiscal years (1992-1994) have been attributable
to this single industry segment.
BUSINESS NARRATIVE.
Medtronic generally has vertically integrated manufacturing operations,
and makes its own lithium batteries, feedthroughs, integrated and hybrid
circuits, and certain other components. Sales of pacemaker and
tachyarrhythmia management products, such as IPGs, the implantable
pacer/cardioverter/defibrillator ("PCD(R)") device, leads and
instrumentation accounted for 67.2% of Medtronic's net sales during the
fiscal year ended April 30, 1994 ("fiscal 1994"), 65.7% of net sales in
fiscal 1993 and 66.1% of net sales in fiscal 1992.
Medtronic produces various models of brady pacemakers and leads. These
include pacemakers which can be noninvasively programmed by the physician
to adjust sensing, electrical pulse intensity, duration, rate, and other
characteristics, as well as pacemakers which can sense in both the upper
and lower chambers of the heart and produce impulses to cause upper or
lower chamber contractions, or both, in appropriate relation to heart
activity. Medtronic produces LEGEND II(R) and ELITE II(R) pacemakers,
which are rate variable in response to patient activity levels. LEGEND
II(R) and ELITE II(R) models currently account for a substantial portion
of Medtronic's U.S. and international single chamber and dual chamber
pacemaker product sales, respectively. The Thera(R) pacing system,
consisting of a new line of pulse generators, a new specialized lead and a
new model 9790 programmer which can be used with all brady pacing products
as well as the Jewel(tm) family of PCD(R) devices, was commercially
released outside the U.S. in March 1994, and the pulse generators are in
clinical evaluation in the U.S. In addition to the "Medtronic" line of
pacemakers, the company also produces a separate line of IPGs and leads
under the brand name "Vitatron."
The Pacing business also produces the PCD(R), an implantable device for
treating ventricular tachyarrhythmias using a tiered therapy of pacing,
cardioversion and defibrillation. In December 1993, the Transvene(R) lead
system was commercially introduced in the U.S. This transvenous lead
system allows the PCD(R) device to be implanted without a thoracotomy,
thereby reducing patient trauma and hospitalization time. Medtronic's
Transvene(R) leads and the PCD(R) comprise the first complete transvenous,
tiered therapy system to be cleared by the FDA in the United States.
The next generation of tachyarrhythmia devices is the Jewel(TM) family,
which is designed to be implanted in the chest rather than the abdomen.
The Jewel(TM) PCD(R) implantable defibrillator, which allows shorter
implant procedures and reduced hospital stays, was commercially released
outside the U.S. in December 1993 and has been in clinical evaluation in
the U.S. since September 1993.
Medtronic's products, other than brady pacing and tachyarrhythmia
management products, accounted for the following percentages of its net
sales in fiscal 1994: other cardiovascular products, which include heart
valves, oxygenators, blood pumps, angioplasty catheters and other related
cardiovascular products, 23.6% (22.9% for fiscal 1993 and 21.4% for fiscal
1992); and neurological and other businesses, which include implantable
neurostimulation devices, drug administration systems, and venture-related
products, 9.2% (11.4% for fiscal 1993 and 12.5% for fiscal 1992). The
decrease in percentage of revenue contributed by neurological and other
businesses is due to divested product lines during fiscal 1993 and 1994.
GOVERNMENT REGULATION.
The industry segment in which Medtronic competes involves development,
production and sales of medical devices. In the United States, the FDA,
among other governmental agencies, is responsible for regulating the
introduction of new medical devices, laboratory and manufacturing
practices, and labeling and recordkeeping for medical devices, as well as
for reviewing manufacturers' required reports of adverse experience to
identify potential problems with marketed medical devices. The FDA can ban
certain medical devices, detain or seize adulterated or misbranded medical
devices and order repair, replacement, or refund, and require notification
of health professionals and others with regard to medical devices that
present unreasonable risks of substantial harm to the public health. The
FDA may also enjoin and restrain certain violations of the Food, Drug and
Cosmetic Act and the Safe Medical Devices Act pertaining to medical
devices, or initiate action for criminal prosecution of such violations.
Many of the devices that Medtronic develops and markets are in a category
for which the FDA has implemented stringent clinical investigation and
premarket clearance requirements. Moreover, the FDA administers certain
controls over the export of such devices from the United States.
The number of medical devices approved by the FDA for commercial release
has decreased significantly in recent years due to more rigorous clinical
evaluation requirements, increased enforcement actions, and enactment of
the Safe Medical Devices Act of 1990, which reflect a trend toward more
stringent product regulation by the FDA. Rigorous regulatory action may be
taken in response to deficiencies noted in inspections or to any product
performance problems. The risks in the United States of lengthened
introduction times for new products and additional expense have increased
substantially. In addition, the requirements for post-market surveillance
and device tracking under the Safe Medical Devices Act will continue to
increase the expense of the regulatory process.
Medical device laws are also in effect in many of the countries in which
Medtronic does business outside the United States. These range from
comprehensive device approval requirements for some or all of Medtronic's
medical device products to requests for product data or certifications.
The number and scope of these requirements is increasing. This trend
toward increasing product regulation is evident in the European Economic
Community, where efforts are underway to harmonize the regulatory systems.
President Clinton's administration has introduced a health care reform
bill that would cause significant changes in health care delivery.
Congress is currently considering this bill and others, and it is
generally expected that Congress will pass a health care reform bill in
some form which could affect health care expenditures in the United
States. Similar initiatives to limit the growth of health care costs,
including price regulation, are also underway in several other countries
in which the company does business. These changes are causing the
marketplace to place increased emphasis on the delivery of more
cost-effective medical therapies. Although the company believes it is well
positioned to respond to changes resulting from health care reform, the
uncertainty as to the outcome of any proposed legislation or change in the
marketplace precludes the company from predicting the impact such reform
may have on future operating results.
The U.S. Health Care Financing Agency, which determines Medicare
reimbursement policy and practice, appears to be changing its practice of
reimbursing hospitals for procedures involving medical devices in clinical
evaluation. Such a change in practice is causing some hospitals to treat
Medicare patients only with medical devices that have been cleared for
commercial release by the FDA. This action will probably limit the scope
of clinical trials in the U.S., force more clinical research to non-U.S.
markets and increase the cost and time required to complete clinical
evaluations in the U.S.
Medtronic is also subject to various environmental laws and regulations
both in the United States and abroad. The operations of the company, like
those of other medical device companies, involve the use of substances
regulated under environmental laws, primarily in manufacturing and
sterilization processes. In addition, many of these substances contain
chlorofluorocarbons which, under federal law, must be phased out in the
mid-1990s. Medtronic believes that alternatives are available and plans to
eliminate the use of chlorofluorocarbons in compliance with such
requirements. While it is difficult to quantify the potential impact of
compliance with environmental protection laws, management believes that
such compliance will not have a material impact on the company's financial
position.
SALES, MARKETS AND DISTRIBUTION METHODS.
The primary markets for Medtronic's products are hospitals, other medical
institutions and physicians, both in the United States and abroad. No one
customer individually accounts for a material amount of Medtronic's total
sales.
Medtronic sells most of its products and services directly through its
staff of trained, full-time sales representatives. Sales by these
representatives accounted for approximately 94.5% of Medtronic's U.S.
sales and approximately 61.7% of its sales from other countries in fiscal
1994. The remaining sales were made through independent distributors.
Medtronic maintains inventories of its high volume sales products in
various locations in the United States and in the rest of the world.
NEW PRODUCTS.
New products recently introduced by Medtronic include, in part, the
following: (i) the Thera(TM) pacing system, consisting of a new line of
pulse generators, a new specialized lead and a new 9790 programmer which
can be used with all brady pacing products as well as the Jewel(TM) family
of PCD(R) devices, was commercially released outside the U.S. in March
1994, and the pulse generators are in clinical evaluation in the U.S.;
(ii) the Premier(TM) pacing system, consisting of a single chamber
pacemaker and steroid-eluting lead in one package, began clinical trials
in non-U.S. markets in November 1993; (iii) the Legend Plus(TM) dual
sensor, single chamber pacemaker was commercially released in selected
non-U.S. markets in April 1994; (iv) the Diamond(TM) dual chamber, dual
sensor pacemaker was commercially released in Europe in January 1994 under
the "Vitatron" brand name; (v) the Saphir(TM), a single-lead, atrial
tracking pacemaker, was commercially released in Europe in May 1994 under
the "Vitatron" brand name; (vi) the CapSure(R) Z steroid-eluting lead
began clinical evaluation in Europe in October 1993; (vii) the Jewel(TM)
PCD(R) implantable defibrillator, whose smaller size permits the device to
be implanted in the chest rather than the abdomen, was commercially
released outside the U.S. in December 1993 and has been in clinical
evaluation in the U.S. since September 1993; (viii) the Jewel(TM) PCD(R)
with the Active Can(TM) technology, which features a single tripolar
transvenous lead that simplifies implantation, began clinical evaluation
in non-U.S. markets in November 1993 and in the U.S. in April 1994; (ix)
the Atakr(R) RF Ablation System, the world's first battery-operated radio
frequency ablation system designed to automatically maintain temperature
control, has been granted "expedited review" status by the FDA; (x) the
Spirit(TM) balloon catheter for coronary angioplasty, offering superior
control and maneuverability, was cleared for commercial release by the FDA
in August 1993; (xi) the long-balloon version of the Gold Xchange(TM)
rapid-exchange catheter for PTCA was commercially released outside the
U.S. in 1993, while a new long-balloon model of the 14K(R) over-the-wire
catheter was released worldwide in 1993, with both models permitting
treatment of long arterial lesions that otherwise would require
repositioning and repeat inflation with shorter balloons; (xii) the
Panther(TM) PTCA balloon catheter, which offers superior flexibility,
strength and angioscopic visualization, was cleared for commercial release
in the U.S. in November 1993; (xiii) the Ascent(TM) guiding catheter, with
a stiffer shaft for maximum balloon support, a larger lumen to increase
visualization and compatibility with a wide range of balloons and
adjunctive interventional devices, was cleared for commercial release in
the U.S. in February 1994; (xiv) the Sculptor(TM) annuloplasty ring, which
is used in repairing the heart's natural valves to improve control of
blood flow and circulation, was commercially released in the U.S. in June
1993; (xv) the Hancock(R) M.O. II porcine tissue valve, a bioprosthetic
heart valve that offers significant advantages in hemodynamics and
durability for the older patient, was cleared for commercial release in
the U.S. in December 1993; (xvi) the Mosaic(TM) porcine tissue valve,
designed to combine the best features of earlier Medtronic tissue valves
and serve each patient longer, began non-U.S. clinical evaluations in
February 1994; (xvii) the Parallel(TM) bileaflet mechanical heart valve,
made with an innovative pyrolytic carbon coating process to offer
excellent biocompatibility and mechanical durability, began clinical
evaluations in Europe in May 1994; (xviii) the Hall(TM) collagen
impregnated aortic valved conduit, which reduces potential surgical
complications by eliminating the need for preclotting prior to surgery,
was cleared for commercial release in the U.S. in May 1994; and (xix) the
Maxima Plus(TM) membrane oxygenator received clearance for commercial
release in the U.S. in February 1994.
RAW MATERIALS AND PRODUCTION.
Medtronic purchases many of the parts and materials used in manufacturing
its products from external suppliers and internally manufactures certain
of its product components. Medtronic's single- and sole-sourced materials
include medical adhesives and resins, certain integrated circuits, power
sources, switches, sensors, crystals, polyurethane, silicone rubber,
certain electrolytic capacitors, pyrolytic carbon discs, Lioresal(R)*
(baclofen, USP) Intrathecal, computer and other peripheral equipment,
cable connector assemblies, MP-35N wire, and drawn-brazed stranded wire.
Medtronic believes that its suppliers of polyurethane and medical adhesive
are the sole U. S. suppliers of such materials. The other noted parts and
materials are purchased from single sources for reasons of quality
assurance and cost effectiveness. Medtronic works closely with its
suppliers to assure continuity of supply while maintaining high quality
and reliability. However, the medical device industry was recently advised
that, in an effort to reduce potential product liability exposure, certain
suppliers have terminated or are planning to terminate sales of certain
materials and parts to customers that manufacture implantable medical
devices. Medtronic believes that various design, material or supplier
alternatives can be found for these materials and components without a
significant interruption in production.
- -----------
* Registered trademark of CIBA-GEIGY Corporation.
PATENTS AND LICENSES.
Medtronic owns patents on certain of its inventions, and obtains licenses
from others as it deems necessary to its business. Medtronic's policy is
to obtain patents on its inventions whenever practical. Technological
advancement has been characteristically rapid in the industry in which
Medtronic competes, and Medtronic does not consider its business to be
materially dependent upon any individual patent.
COMPETITION AND INDUSTRY.
Medtronic sells therapeutic medical devices in the United States and
throughout the world. In the businesses in which Medtronic competes, the
company faces a mixture of competitors ranging from large multi-national
industrial manufacturers to diversified pharmaceutical companies, as well
as regional or national manufacturers that offer a limited number of
products. Important factors to Medtronic's customers include product
reliability and performance, product technology that provides for improved
patient benefits, product price, and related product services provided by
the manufacturer. Major shifts in industry market shares have occurred in
connection with product problems, physician advisories and safety alerts,
reflecting the importance and risks of product quality in the medical
device industry.
Medtronic is the leading manufacturer and supplier of brady pacemakers in
both the U.S. and non-U.S. markets. Worldwide, approximately ten
manufacturers compete in the pacemaker industry. In the U.S., Medtronic and
four other manufacturers account for a significant portion of pacemaker
sales. Medtronic and five other manufacturers account for most of the
non-U.S. pacemaker sales.
In the tachyarrhythmia management device market, Medtronic and two other
manufacturers based in the U.S. account for most sales of implantable
defibrillators within and outside the U.S. Medtronic and one of these other
manufacturers has a transvenous lead system cleared for commercial sale in
the U.S. Medtronic's PCD(R) device is commercially available with the
company's Transvene(TM) leads in U.S. and non-U.S. markets. Five other
companies have devices in various stages of development and clinical
evaluation.
In the angioplasty device market, including balloon and guiding catheters
used in coronary artery procedures, there are numerous competitors worldwide.
Four competitors based in the United States account for a significant portion
of sales of angioplasty devices both in the United States and abroad.
Medtronic is the second largest manufacturer and supplier of tissue heart
valves and also of mechanical heart valves within and outside the U.S.
Another large manufacturer and distributor of hospital products and services
is the major competitor in tissue heart valves and another company is the
major competitor in mechanical heart valves. These two companies and
Medtronic are the primary manufacturers and suppliers of heart valves within
the U.S. These three companies plus a few competitors outside the U.S.
account for most of the non-U.S. heart valve sales.
In the blood oxygenator market, there are approximately seven companies that
account for a significant portion of the U. S. and non-U.S. markets.
Medtronic believes it is the largest manufacturer and supplier of blood
oxygenators worldwide. Medtronic is the leading manufacturer of centrifugal
blood pumps worldwide.
Medtronic recently entered the cannula market with the acquisition of DLP,
Inc., the market leader in cannula products. See "General Development of
Business" above. Medtronic and four competitors account for a significant
portion of cannulae sales in the U.S.
Medtronic recently entered the autotransfusion market with the acquisition of
Electromedics, Inc. See "General Development of Business" above. Medtronic
and three competitors account for a significant portion of autotransfusion
sales in both U.S. and non-U.S. markets.
In neurological devices, Medtronic is the leading manufacturer and supplier
of implantable neurostimulation systems. There are a few competitors
worldwide. Medtronic and one competitor account for most worldwide sales of
implantable drug delivery systems.
Market complexity has been intensifying in the medical device industry in
recent years. Factors such as relative patent portfolios, government
regulation, including the regulatory approval process for medical devices, a
more rigorous enforcement climate at the FDA, anticipated significant health
care reform, government reimbursement systems for health care costs, product
liability litigation and the rapid rate of technological change are
increasingly important considerations for existing medical device
manufacturers and any potential entrants to the industry.
RESEARCH AND DEVELOPMENT.
Medtronic spent $156.3 million on research and development (11.2% of net
sales) in fiscal 1994, $133.0 million (10.0% of net sales) in fiscal 1993
and $109.2 million (9.3% of net sales) in fiscal 1992. Such amounts have
been applied toward improving existing products, expanding their
applications, and developing new products. Medtronic's present research
and development projects span such areas as sensing and treatment of
cardiovascular disorders (including bradycardia and tachyarrhythmia,
fibrillation, and sinus node abnormalities); improved heart valves,
membrane oxygenators and centrifugal blood pump systems; implantable drug
delivery systems for pain and other neurological applications; muscle and
neurological stimulators; therapeutic catheters; coronary stents and
treatments for restenosis; implantable physiologic sensors; cardiac assist
systems (cardiomyoplasty) and other applications of transformed muscle;
and materials and coatings to enhance blood and device interface.
Medtronic has not engaged in significant customer or government sponsored
research.
EMPLOYEES.
On April 30, 1994, Medtronic and its subsidiaries employed 8,709 persons
on a regular, full-time basis and, including temporary and part-time
employees, a total of 9,856 employees on a full-time equivalent basis.
U.S. AND NON-U.S. OPERATIONS AND EXPORT SALES.
Medtronic sells products in the following markets: United States, Canada,
Latin America, Europe, Middle East, Africa, Japan and other Asia/Pacific.
For financial reporting purposes, the revenues, profitability, and
identifiable assets attributable to significant geographic areas are
presented in Note 14 to the consolidated financial statements,
incorporated herein by reference to Medtronic's 1994 Annual Shareholder
Report on page 51. U.S. export sales to unaffiliated customers comprised
less than one percent of Medtronic's consolidated sales in each of fiscal
1994, 1993 and 1992.
Operation in countries outside the U.S. is accompanied by certain
financial and other risks. Relationships with customers and effective
terms of sale frequently vary by country, often with longer-term
receivables than are typical in the U.S. Inventory management is an
important business concern due to the potential for rapidly changing
business conditions and currency exposure. Currency exchange rate
fluctuations can affect income from, and profitability of, non-U.S.
operations. Medtronic attempts to hedge these exposures to reduce the
effects on net earnings of foreign currency fluctuations. Certain
countries also limit or regulate the repatriation of earnings to the
United States. Non-U.S. operations in general present complex tax and
money management questions requiring sophisticated analysis and precise
execution of strategy to meet the company's financial objectives.
EXECUTIVE OFFICERS OF MEDTRONIC
Set forth below are the names and ages of current executive officers of
Medtronic, Inc., as well as information regarding their positions with
Medtronic, Inc., their periods of service in these capacities, and their
business experience for the past five or more years. Executive officers
generally serve terms of office of approximately one year. There are no
family relationships between any of the officers named, nor is there any
arrangement or understanding pursuant to which any person was selected as an
officer.
WILLIAM W. GEORGE, age 51, has been President and Chief Executive Officer
since May 1991, was President and Chief Operating Officer from March 1989 to
April 1991, and has been a director since March 1989. Prior to joining the
company, Mr. George was President, Space and Aviation Systems Business, at
Honeywell Inc. from December 1987 to March 1989. During his 11 years with
Honeywell, Mr. George served in several other executive positions including
President, Industrial Automation and Control, from May 1987 to December 1987;
and Executive Vice President of that business from January 1983 to May 1987.
GLEN D. NELSON, M.D., age 57, has been Vice Chairman since July 1988, and has
been a director since 1980. From September 1986 to July 1988, he was
Executive Vice President of the company. Dr. Nelson was Chairman and Chief
Executive Officer of American MedCenters, Inc., an HMO management
corporation, from July 1984 to August 1986.
ARTHUR D. COLLINS, JR., age 46, has been Chief Operating Officer since
January 1994. From June 1992 to January 1994, Mr. Collins was Executive Vice
President and President of Medtronic International. Prior to joining the
company, Mr. Collins was Corporate Vice President, Diagnostic Medical
Products, at Abbott Laboratories from October 1989 to May 1992 and Divisional
Vice President, Diagnostic Medical Products, from May 1984 to October 1989.
Mr. Collins held various other management positions at Abbott Laboratories in
the United States and Europe from March 1978 to May 1984. Prior to joining
Abbott Laboratories, Mr. Collins was a consultant with Booz, Allen &
Hamilton.
BOBBY I. GRIFFIN, age 57, has been Executive Vice President since July 1988,
and President, Pacing, since March 1991. From September 1985 to July 1988,
Mr. Griffin was Vice President of the Pacing Business Unit.
BILL K. ERICKSON, age 50, has been Senior Vice President and President,
Americas, since January 1994. From May 1992 to January 1994, Mr. Erickson was
Senior Vice President and President, U.S. Cardiovascular Sales and Marketing
Division. Mr. Erickson was Senior Vice President, U.S. Cardiovascular
Division, from January 1990 to May 1992 and was Vice President, U.S.
Cardiovascular Distribution, from January 1982 to December 1989.
RONALD E. LUND, age 59, has been Senior Vice President and General Counsel
since November 1990, and Secretary since July 1992, and was Vice President
and General Counsel from February 1989 to November 1990. Prior to joining the
company, Mr. Lund held various legal and management positions during his 28
years of employment with The Pillsbury Company, which included serving as
Vice President and Associate General Counsel from 1984 to February 1989.
ROBERT L. RYAN, age 51, has been Senior Vice President and Chief Financial
Officer since April 1993. Prior to joining the company, Mr. Ryan was Vice
President, Finance, and Chief Financial Officer of Union Texas Petroleum
Corp. from May 1984 to April 1993, Controller from May 1983 to May 1984, and
Treasurer from March 1982 to May 1983. Prior to that, Mr. Ryan held several
managerial positions at Citibank and McKinsey & Company.
JANET S. FIOLA, age 52, has been Senior Vice President, Human Resources since
March 1994. She was Vice President, Human Resources, from February 1993 to
March 1994, and was Vice President, Human Resources Development, from
February 1988 to February 1993.
WILLARD H. LEWIS, age 62, has been Senior Vice President and President,
Cardiac Surgery, since March 1994 and was Vice President and President,
Cardiac Surgery, from March 1991 to March 1994. He was Vice President from
January 1989 to March 1994 and General Manager, Vascular
Business/Cardiopulmonary, from January 1989 to March 1991. Mr. Lewis was a
consultant in medical business management from January 1986 to December 1988,
which included responsibility for the operations of the company's
Cardiopulmonary Business from October 1987 to December 1988. Prior to that,
Mr. Lewis held various positions with Bentley Laboratories, including
President from July 1978 to January 1986.
JOHN A. MESLOW, age 55, has been Senior Vice President and President,
Neurological Business, since March 1994. He was Vice President and President,
Neurological Business, from March 1991 to March 1994, and was Vice President,
Neurological Division, from March 1985 to March 1991.
ITEM 2. PROPERTIES
Medtronic's principal offices are owned by the company and located in the
Minneapolis, Minnesota metropolitan area. Manufacturing or research
facilities are located in Arizona, California, Colorado, Massachusetts,
Michigan, Minnesota, Texas, Puerto Rico, Canada, France, Germany, Italy, the
Netherlands and Japan. Approximately 81% of total manufacturing and research
space (approximately 1,382,943 square feet) is owned by the company, and the
balance is leased.
Medtronic also maintains sales and administrative offices inside the United
States at 48 locations in 27 states and outside the United States at 87
locations in 20 countries. Most of these locations are leased.
Medtronic is utilizing substantially all of its currently available
productive space to develop, manufacture and market its products. The
company's facilities are in good operating condition, suitable for their
respective uses and adequate for current needs.
ITEM 3. LEGAL PROCEEDINGS
Notes 11 and 12 to the consolidated financial statements appearing on page 50
of Medtronic's 1994 Annual Shareholder Report are incorporated herein by
reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR MEDTRONIC'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The information in the sections entitled "Price Range of Medtronic Stock" and
"Investor Information" on page 53 of Medtronic's 1994 Annual Shareholder
Report is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information for the years 1984 through 1994 on page 52 of Medtronic's
1994 Annual Shareholder Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information on pages 35 through 39 of Medtronic's 1994 Annual Shareholder
Report is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, together with the report thereon of
independent accountants dated May 23, 1994, appearing on pages 40 through 51
of Medtronic's 1994 Annual Shareholder Report are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF MEDTRONIC
The information on pages 1 through 6 of Medtronic's Proxy Statement for its
1994 Annual Shareholders' Meeting and on page 10 of such Proxy Statement
regarding Section 16(a) requirements is incorporated herein by reference. See
also "Executive Officers of Medtronic" on pages 6 and 7 hereof.
ITEM 11. EXECUTIVE COMPENSATION
The sections entitled "Election of Directors -- Director Compensation" and
"Executive Compensation" on pages 7 through 9 and 14 through 19,
respectively, of Medtronic's Proxy Statement for its 1994 Annual
Shareholders' Meeting are incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
"Shareholdings of Certain Owners and Management" on pages 9 and 10 of
Medtronic's Proxy Statement for its 1994 Annual Shareholders' Meeting is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information on pages 8 and 9 of Medtronic's Proxy Statement for its 1994
Annual Shareholders' Meeting, concerning services provided to the company by
the Chairman of the Board and the Founder of the company in fiscal 1994, is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS
Report of Independent Accountants (incorporated herein by reference to page
40 of Medtronic's 1994 Annual Shareholder Report)
Statement of Consolidated Earnings -- years ended April 30, 1994, 1993, and
1992 (incorporated herein by reference to page 41 of Medtronic's 1994 Annual
Shareholder Report)
Consolidated Balance Sheet -- April 30, 1994 and 1993 (incorporated herein by
reference to page 42 of Medtronic's 1994 Annual
Statement of Consolidated Cash Flow -- years ended April 30, 1994, 1993, and
1992 (incorporated herein by reference to page 43 of Medtronic's 1994 Annual
Shareholder Report)
Notes to Consolidated Financial Statements (incorporated herein by reference
to pages 44 through 51 of Medtronic's 1994 Annual Shareholder Report)
2. FINANCIAL STATEMENT SCHEDULES
V Property, Plant, and Equipment -- years ended April 30, 1994, 1993, and
1992
VI Accumulated Depreciation of Property, Plant, and Equipment -- years
ended April 30, 1994, 1993, and 1992
VIII Valuation and Qualifying Accounts -- years ended April 30, 1994, 1993,
and 1992
IX Short-term Borrowings -- years ended April 30, 1994, 1993, and 1992
X Supplementary Income Statement Information -- years ended April 30,
1994, 1993, and 1992
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
3. Exhibits
3.1 Medtronic Restated Articles of Incorporation, as amended to date (Exhibit 3.1).(f)
3.2 Medtronic Bylaws, as amended to date (Exhibit 3.2).(e)
4 Form of Rights Agreement dated as of June 27, 1991 between Medtronic and Norwest Bank
Minnesota, National Association, including as Exhibit A thereto the form of Preferred
Stock Purchase Right Certificate, incorporated by reference to Exhibit (1) of Medtronic's
Form 8-A Registration Statement dated June 27, 1991 and filed with the Securities and
Exchange Commission on June 28, 1991.
*10.1 1994 Stock Award Plan (Appendix A).(a)
*10.2 Management Incentive Plan (Appendix B).(a)
*10.3 1979 Restricted Stock and Performance Share Award Plan, as amended to date (Exhibit
10.1).(c)
*10.4 1979 Nonqualified Stock Option Plan, as amended (Exhibit A).(d)
*10.5 Form of Employment Agreement for Medtronic executive officers (Exhibit 10.5).(g)
*10.6 1991 Restricted Stock Plan for Non-Employee Directors (Exhibit B).(d)
*10.7 Capital Accumulation Plan Deferral Program (Exhibit 10.6).(c)
*10.8 Postretirement Survivor Benefit Plan (Exhibit 10.7).(c)
*10.9 Amendment effective October 1, 1993 to the Directors' Retirement Plan.
*10.10 Nonqualified Supplemental Benefit Plan (Exhibit 10.9).(c)
*10.11 Consulting Agreement effective May 1, 1989, as amended November 19, 1990, with Earl
E. Bakken (Exhibit 10.10).(b)
*10.12 Consulting Agreement, effective September 1, 1993, with Winston R. Wallin.
11 Computation of Earnings Per Share.
13 Those portions of Medtronic's 1994 Annual Shareholder Report expressly incorporated
by reference herein, which shall be deemed filed with the Commission.
21 List of Subsidiaries.
23 Consent and Report of Price Waterhouse (set forth on page 12 of this report).
24 Powers of Attorney.
(a) Incorporated herein by reference to the cited Appendix in Medtronic's
Proxy Statement for its 1994 Annual Meeting of Shareholders filed with the
Commission on July 27, 1994.
(b) Incorporated herein by reference to the cited exhibit in Medtronic's
Annual Report on Form 10-K for the year ended April 30, 1993, filed with the
Commimssion on July 23, 1993.
(c) Incorporated herein by reference to the cited exhibit in Medtronic's
Annual Report on Form 10-K for the year ended April 30, 1992, filed with the
Commission under cover of Form SE dated July 24, 1992.
(d) Incorporated herein by reference to the cited exhibit in Medtronic's
Proxy Statement for its 1991 Annual Meeting of Shareholders, filed with the
Commission on July 24, 1991.
(e) Incorporated herein by reference to the cited exhibit in Medtronic's
Annual Report on Form 10-K for the year ended April 30, 1991, filed with the
Commission under cover of Form SE dated July 24, 1991.
(f) Incorporated herein by reference to the cited exhibit in Medtronic's
Annual Report on Form 10-K for the year ended April 30, 1990, filed with the
Commission under cover of Form SE dated July 20, 1990.
(g) Incorporated herein by reference to the cited exhibit in Medtronic's
Annual Report on Form 10-K for the year ended April 30, 1989, filed with the
Commission under cover of Form SE dated July 20, 1989.
*Items that are management contracts or compensatory plans or arrangements
required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by Medtronic during the quarter ended April
30, 1994.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
MEDTRONIC, INC.
Dated: July 25, 1994
BY: /S/ WILLIAM W. GEORGE
WILLIAM W. GEORGE
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, the
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Dated: July 25, 1994
BY: /S/ WILLIAM W. GEORGE
WILLIAM W. GEORGE
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Dated: July 25, 1994
BY: /S/ ROBERT L. RYAN
ROBERT L. RYAN
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
EARL E. BAKKEN
F. CALEB BLODGETT
WILLIAM W. GEORGE
ANTONIO M. GOTTO, JR., M.D.
BERNADINE P. HEALY, M.D.
VERNON H. HEATH
THOMAS E. HOLLORAN
EDITH W. MARTIN, PH.D. DIRECTORS
GLEN D. NELSON, M.D.
RICHARD L. SCHALL
JACK W. SCHULER
GERALD W. SIMONSON
GORDON M. SPRENGER
RICHARD W. SWALIN, PH.D.
WINSTON R. WALLIN
Ronald E. Lund, by signing his name hereto, does hereby sign this document on
behalf of each of the above named directors of the Registrant pursuant to
powers of attorney duly executed by such persons.
Dated: July 25, 1994
BY: /S/ RONALD E. LUND
RONALD E. LUND
ATTORNEY-IN-FACT
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of Medtronic, Inc.
Our audits of the consolidated financial statements referred to in our report
dated May 23, 1994 appearing on page 40 of the 1994 Annual Shareholder Report
of Medtronic, Inc. (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the Financial Statement Schedules listed in Item 14(a) of this
Form 10-K. In our opinion, these Financial Statement Schedules present
fairly, in all material respects, the information set forth therein when read
in conjunction with the related consolidated financial statements.
/S/ PRICE WATERHOUSE
PRICE WATERHOUSE
Minneapolis, Minnesota
May 23, 1994
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in each Prospectus
constituting part of the Registration Statements on Form S-8 (Registration
Nos. 2-65157, 2-68408, 33-169, 33-36552, 2-65156, 33-24212, 33-37529, and
33-44230) and Form S-4 (Registration No. 33-52751) of Medtronic, Inc. of our
report dated May 23, 1994 appearing on page 40 of the 1994 Annual Shareholder
Report which is incorporated by reference in this Annual Report on Form 10-K.
We also consent to the incorporation by reference of our report on the
Financial Statement Schedules as shown above.
/S/ PRICE WATERHOUSE
PRICE WATERHOUSE
Minneapolis, Minnesota
July 25, 1994
MEDTRONIC, INC. AND SUBSIDIARIES
SCHEDULE V -- PROPERTY, PLANT, AND EQUIPMENT(B)
(IN THOUSANDS OF DOLLARS)
OTHER
BALANCE AT CHANGES BALANCE
BEGINNING ADDITIONS RETIREMENTS DEBIT AT END OF
CLASSIFICATION OF PERIOD AT COST(c) OR SALES(d) (CREDIT) PERIOD
YEAR ENDED APRIL 30,
1994
Land and land
improvements $ 15,261 $ 1,198 $ -- $ 8 (a) $ 16,624
157
Buildings and leasehold
improvements 148,639 16,280 3,133 4,458 (a) 165,821
(423)
Equipment 366,854 37,354 23,652 23,989 (a) 409,050
4,505
Construction in progress 19,696 31,174 3,271 (28,454)(a) 18,449
(696)
$550,450 $86,006 $30,056 $ 3,544 $609,944
YEAR ENDED APRIL 30,
1993
Land and land
improvements $ 14,093 $ 75 $ 20 $ 667 (a) $ 15,261
446
Buildings and leasehold
improvements 132,176 5,616 4,891 14,421 (a) 148,639
1,317
Equipment 327,942 39,026 33,245 30,474 (a) 366,854
2,657
Construction in Progress 23,388 42,720 178 (45,562)(a) 19,696
(672)
$497,599 $87,437 $38,334 $ 3,748 $550,450
YEAR ENDED APRIL 30,
1992
Land and land
improvements $ 12,753 $ 807 $ -- $ 500 (a) $ 14,093
33
Buildings and leasehold
improvements 120,489 5,428 1,651 7,441 (a) 132,176
469
Equipment 272,402 43,018 21,339 28,974 (a) 327,942
4,887
Construction in Progress 20,317 33,981 -- (36,915)(a) 23,388
6,005
$425,961 $83,234 $22,990 $ 11,394 $497,599
(a) Completed and transferred to other categories.
(b) Depreciation is provided using the straight-line method over the
following estimated useful lives:
Land improvements -- 10 to 20 years
Buildings -- 10 to 40 years
Equipment -- 3 to 8 years.
(c) Includes assets associated with the acquisitions of DLP, Electromedics
and Carbon Implants in fiscal 1994.
(d) Includes sales of assets of the Andover Medical, Inc. division in fiscal
1994 and CardioCare and Nortech divisions in fiscal 1993.
MEDTRONIC, INC. AND SUBSIDIARIES
SCHEDULE VI -- ACCUMULATED DEPRECIATION OF
PROPERTY, PLANT, AND EQUIPMENT
(IN THOUSANDS OF DOLLARS)
ADDITIONS OTHER
BALANCE AT CHARGED TO CHANGES BALANCE
BEGINNING COSTS AND RETIREMENTS (DEBIT) AT END OF
OF PERIOD EXPENSES OR SALES(a) CREDIT PERIOD
YEAR ENDED APRIL 30,
1994
Land Improvements $ 1,635 $ 181 $ -- $ 9 $ 1,825
Buildings and Leasehold 52,298 7,644 1,880 (310) 57,752
Improvements
Equipment 213,734 55,143 19,678 (681) 248,518
$267,667 $62,968 $21,558 $(982) $308,095
YEAR ENDED APRIL 30,
1993
Land Improvements $ 1,419 $ 193 $ -- $ 23 $ 1,635
Buildings And Leasehold 48,562 7,251 3,871 356 52,298
Improvements
Equipment 190,863 47,274 25,984 1,581 213,734
$240,844 $54,718 $29,855 $1,960 $267,667
YEAR ENDED APRIL 30,
1992
Land Improvements $ 1,300 $ 113 $ -- $ 6 $ 1,419
Buildings And Leasehold 42,427 6,527 1,294 902 48,562
Improvements
Equipment 165,061 43,043 19,032 1,791 190,863
$208,788 $49,683 $20,326 $2,699 $240,844
(a) Includes sales of the assets of Andover Medical, Inc. in fiscal 1994 and
CardioCare and Nortech in fiscal 1993.
MEDTRONIC, INC. AND SUBSIDIARIES
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS OF DOLLARS)
OTHER
BALANCE AT CHARGES/ CHANGES BALANCE
BEGINING (CREDITS) TO (DEBIT) AT END OF
OF PEROD EARNINGS CREDIT PERIOD
Allowance For Doubtful Accounts:
Year Ended 4/30/94 $ 9,456 $13,185 $(2,902)(a) $20,123
384
Year Ended 4/30/93 17,229 9,404 (5,050)(a) 9,456
(4,608)(b)
(7,015)(c)
(504)
Year Ended 4/30/92 12,584 11,027 (7,215)(a) 17,229
833
Accrued Warranty and Product Liability(d):
Year Ended 4/30/94 $15,326 $ 8,645 $(3,844)(e) $20,127
Year Ended 4/30/93 15,544 4,667 (4,885)(e) 15,326
Year Ended 4/30/92 10,684 6,860 (2,000)(e) 15,544
(a) Uncollectible accounts written off, less recoveries.
(b) Reflects the sale of all assets of the CardioCare division.
(c) Reflects reclassification of assets retained in the sale of the Nortech
division.
(d) Includes both current and noncurrent amounts.
(e) Claims settled, less reimbursement by insurance carrier.
SCHEDULE IX -- SHORT-TERM BORROWINGS
(IN THOUSANDS OF DOLLARS)
MAXIMUM AVERAGE WEIGHTED
BALANCE WEIGHTED AMOUNT AMOUNT AVERAGE
CATEGORY OF AGGREGATE SHORT-TERM AT END AVERAGE OUTSTANDING AT OUTSTANDING INTEREST RATE
BORROWINGS OF PERIOD INTEREST RATE ANY MONTH-END (BASED ON MONTH-END BALANCES)
YEAR ENDED APRIL 30, 1994
Bank Borrowings $57,495 5.1% $57,495 $37,596 8.3%
YEAR ENDED APRIL 30, 1993
Bank Borrowings 86,644 5.3% 88,589 58,725 10.9%
YEAR ENDED APRIL 30, 1992
Bank Borrowings 79,848 9.9% 91,175 82,024 11.8%
SCHEDULE X -- SUPPLEMENTARY INCOME STATEMENT INFORMATION
(IN THOUSANDS OF DOLLARS)
YEARS ENDED APRIL 30,
1994 1993 1992
Amortization of intangible assets $12,919 $11,094(a) $ 7,515
Taxes, other than payroll and income 7,444 6,799 5,248
Taxes
Advertising expense 5,912 7,914 7,955
Royalty expense 6,560 6,645 5,161
Maintenance and repairs expense 14,773 15,071 14,243
(a) Does not include $18,000 of accelerated intangible assets amortization, a
significant portion of which related to the Nortech division.
UC9401963-EN
Commission File Number: 1-7707
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
EXHIBITS
TO
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED APRIL 30, 1994
---------------
LOGO
MEDTRONIC, INC.
7000 CENTRAL AVENUE N.E.
MINNEAPOLIS, MINNESOTA 55432
TELEPHONE: 612/574-4000
EXHIBIT INDEX
3.1 Medtronic Restated Articles of Incorporation, as amended to date (Exhibit
3.1).(f)
3.2 Medtronic Bylaws, as amended to date (Exhibit 3.2).(e)
4 Form of Rights Agreement dated as of June 27, 1991 between Medtronic and
Norwest Bank Minnesota, National Association, including as Exhibit A thereto
the form of Preferred Stock Purchase Right Certificate, incorporated by
reference to Exhibit (1) of Medtronic's Form 8-A Registration Statement
dated June 27, 1991 and filed with the Securities and Exchange Commission on
June 28, 1991.
10.1 1994 Stock Award Plan (Appendix A).(a)
10.2 Management Incentive Plan (Appendix B).(a)
10.3 1979 Restricted Stock and Performance Share Award Plan, as amended to date (Exhibit 10.1).(c)
10.4 1979 Nonqualified Stock Option Plan, as amended (Exhibit A).(d)
10.5 Form of Employment Agreement for Medtronic executive officers (Exhibit
10.5).(g)
10.6 1991 Restricted Stock Plan for Non-Employee Directors (Exhibit B).(d)
10.7 Capital Accumulation Plan Deferral Program (Exhibit 10.6).(c)
10.8 Postretirement Survivor Benefit Plan (Exhibit 10.7).(c)
10.9 Amendment effective October 1, 1993, to the Directors' Retirement Plan.
10.10 Nonqualified Supplemental Benefit Plan (Exhibit 10.9).(c)
10.11 Consulting Agreement dated May 1, 1989, as amended November 19, 1990, with
Earl E. Bakken (Exhibit 10.10).(b)
10.12 Consulting Agreement, effective September 1, 1993, with Winston R. Wallin.
11 Computation of Earnings Per Share.
13 Those portions of Medtronic's 1994 Annual Shareholder Report expressly
incorporated by reference herein, which shall be deemed filed with the
Commission.
21 List of Subsidiaries.
23 Consent and Report of Price Waterhouse (set forth on page 12 of this
report).
24 Powers of Attorney.
(a) Incorporated herein by reference to the cited Appendix in
Medtronic's Proxy Statement for its 1994 Annual Meeting of
Shareholders filed with the Commission on July 27, 1994.
(b) Incorporated herein by reference to the cited exhibit in
Medtronic's Annual Report on Form 10-K for the year ended April
30, 1993, filed with the Commission on July 23, 1993.
(c) Incorporated herein by reference to the cited exhibit in
Medtronic's Annual Report on Form 10-K for the year ended April
30, 1992, filed with the Commission under cover of Form SE dated
July 24, 1992.
(d) Incorporated herein by reference to the cited exhibit in
Medtronic's Proxy Statement for its 1991 Annual Meeting of
Shareholders, filed with the Commission on July 24, 1991.
(e) Incorporated herein by reference to the cited exhibit in
Medtronic's Annual Report on Form 10-K for the year ended April
30, 1991, filed with the Commission under cover of Form SE dated
July 24, 1991.
(f) Incorporated herein by reference to the cited exhibit in
Medtronic's Annual Report on Form 10-K for the year ended April
30, 1990, filed with the Commission under cover of Form SE dated
July 20, 1990.
(g) Incorporated herein by reference to the cited exhibit in
Medtronic's Annual Report on Form 10-K for the year ended April
30, 1989, filed with the Commission under cover of Form SE dated
July 20, 1989.