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-----BEGIN PRIVACY-ENHANCED MESSAGE-----1Proc-Type: 2001,MIC-CLEAR2Originator-Name: [email protected]3Originator-Key-Asymmetric:4MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen5TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB6MIC-Info: RSA-MD5,RSA,7K7GCwHfFerji2jo6LD7WJ/aGcL9nKAbx9kqvJHUeyH4op+oHyhz8kHZfBYJOMaNx80WkNcFz+2LEUfSSSYdqmTQ==910<SEC-DOCUMENT>/in/edgar/work/0000897101-00-001026/0000897101-00-001026.txt : 2000102711<SEC-HEADER>0000897101-00-001026.hdr.sgml : 2000102712ACCESSION NUMBER: 0000897101-00-00102613CONFORMED SUBMISSION TYPE: 10-K/A14PUBLIC DOCUMENT COUNT: 215CONFORMED PERIOD OF REPORT: 2000043016FILED AS OF DATE: 200010261718FILER:1920COMPANY DATA:21COMPANY CONFORMED NAME: MEDTRONIC INC22CENTRAL INDEX KEY: 000006467023STANDARD INDUSTRIAL CLASSIFICATION: [384524] IRS NUMBER: 41079318325STATE OF INCORPORATION: MN26FISCAL YEAR END: 043027</COMPANY-DATA>2829FILING VALUES:30FORM TYPE: 10-K/A31SEC ACT:32SEC FILE NUMBER: 001-0770733FILM NUMBER: 74665934</FILING-VALUES>3536BUSINESS ADDRESS:37STREET 1: 7000 CENTRAL AVE NE38STREET 2: MS 31639CITY: MINNEAPOLIS40STATE: MN41ZIP: 5543242BUSINESS PHONE: 612574400043</BUSINESS-ADDRESS>44</FILER>45</SEC-HEADER>46<DOCUMENT>47<TYPE>10-K/A48<SEQUENCE>149<FILENAME>0001.txt50<TEXT>51525354FORM 10-K/A55(AMENDMENT NO. 1)56SECURITIES AND EXCHANGE COMMISSION57WASHINGTON, D.C. 205495859----------------6061Amendment No. 1 to annual report pursuant to Section 13 or 15(d) of the62Securities Act of 1934 for the fiscal year ended April 30, 2000.6364Commission File No. 1-77076566MEDTRONIC, INC.67686970Minnesota 41-079318371(State of Incorporation) (I.R.S. Employer Identification No.)7273747000 Central Avenue N.E.75Minneapolis, Minnesota 5543276(Address of principal executive offices)77Telephone number: (612) 514-4000787980The undersigned registrant hereby amends Part IV, Item 14(a)3, entitled81"Exhibits", of its Annual Report on Form 10-K for fiscal 2000 to add the82following exhibits:838485Exhibit No.86- -----------878899.1 Form 11-K for the Medtronic, Inc. and Participating Employers89Supplemental Retirement Plan for the year ended April 30, 2000.909192Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange93Act of 1934, the registrant has duly caused this amendment to be signed on its94behalf by the undersigned, thereunto duly authorized.959697MEDTRONIC, INC.9899100Dated: October 26, 2000 By: /s/ William W. George101-------------------------------102William W. George, Chairman103and Chief Executive Officer104105<PAGE>106107108INDEX OF EXHIBITS109110111EXHIBITS112- --------11311499.1 Form 11-K for the Medtronic, Inc. and Participating Employers115Supplemental Retirement Plan for the year ended April 30, 2000.116117</TEXT>118</DOCUMENT>119<DOCUMENT>120<TYPE>EX-99.1121<SEQUENCE>2122<FILENAME>0002.txt123<DESCRIPTION>FORM 11-K SUPPLEMENTAL RETIREMENT PLAN124<TEXT>125126127EXHIBIT 99.1128129130131SECURITIES AND EXCHANGE COMMISSION132WASHINGTON, D.C. 20549133134FORM 11-K135136(mark one)137138(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT139OF 1934140For the fiscal year ended April 30, 2000141Or142143( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE144ACT OF 1934145146Commission File Nos.: 33-37529 and 33-44230147148A. Full title of the plan and the address of the plan, if different from149that of the issuer named below:150151MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS152SUPPLEMENTAL RETIREMENT PLAN153154B. Name of issuer of the securities held pursuant to the plan and the155address of its principal executive office:156157Medtronic, Inc.1587000 Central Avenue N.E.159Minneapolis, MN 55432160161162163SIGNATURES164165THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,166the trustees (or other persons who administer the employee benefit plan) have167duly caused this annual report to be signed on its behalf by the undersigned168hereunto duly authorized.169170171MEDTRONIC, INC. AND PARTICIPATING172EMPLOYERS SUPPLEMENTAL RETIREMENT173PLAN174175176177Dated: October 26, 2000 By: /s/ Janet S. Fiola178----------------------------------179180Janet S. Fiola181Senior Vice President,182Human Resources183184<PAGE>185186187MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS188SUPPLEMENTAL RETIREMENT PLAN189FINANCIAL STATEMENTS190AND ADDITIONAL INFORMATION191192APRIL 30, 2000 AND 1999193194<PAGE>195196197MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS198199SUPPLEMENTAL RETIREMENT PLAN200201FINANCIAL STATEMENTS202203AND ADDITIONAL INFORMATION204205APRIL 30, 2000 AND 1999206207208TABLE OF CONTENTS TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION209- --------------------------------------------------------------------210PAGE211----212Financial Statements:213214215Report of Independent Accountants 1216217Statement of Net Assets Available for Benefits 2218219Statement of Changes in Net Assets Available for Benefits 3220221Notes to Financial Statements 4-8222223Additional Information:*224225Schedule 1 - Form 5500, Item 27a - Schedule of Assets Held226for Investment Purposes 9227228229* Other schedules required by Section 2520.103-10 of the Department of Labor230Rules and Regulations for Reporting and Disclosure under ERISA have been omitted231because they are not applicable.232233<PAGE>234235236Report of Independent Accountants237---------------------------------238239240241242243To the Participants and Administrator244of the Medtronic, Inc. and Participating245Employers Supplemental Retirement Plan246247In our opinion, the accompanying statements of net assets available for benefits248and the related statements of changes in net assets available for benefits249present fairly, in all material respects, the net assets available for benefits250of the Medtronic, Inc. and Participating Employers Supplemental Retirement Plan251(the "Plan") at April 30, 2000 and 1999, and the changes in net assets available252for benefits for the years then ended in conformity with accounting principles253generally accepted in the United States. These financial statements are the254responsibility of the Plan's management; our responsibility is to express an255opinion on these financial statements based on our audits. We conducted our256audits of these statements in accordance with auditing standards generally257accepted in the United States which require that we plan and perform the audit258to obtain reasonable assurance about whether the financial statements are free259of material misstatement. An audit includes examining, on a test basis, evidence260supporting the amounts and disclosures in the financial statements, assessing261the accounting principles used and significant estimates made by management, and262evaluating the overall financial statement presentation. We believe that our263audits provide a reasonable basis for the opinion expressed above.264265Our audits were conducted for the purpose of forming an opinion on the basic266financial statements taken as a whole. The supplemental schedule of Assets Held267For Investment Purposes is presented for the purpose of additional analysis and268is not a part of the basic financial statements but is supplementary information269required by the Department of Labor's Rules and Regulations for Reporting and270Disclosure under the Employee Retirement Income Security Act of 1974. This271supplemental schedule is the responsibility of the Plan's management. The272supplemental schedule has been subjected to the auditing procedures applied in273the audits of the basic financial statements and, in our opinion, is fairly274stated in all material respects in relation to the basic financial statements275taken as a whole.276277278/s/ PricewaterhouseCoopers LLP279280PricewaterhouseCoopers LLP281Minneapolis, Minnesota282September 22, 20002832842851286<PAGE>287288289MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS290SUPPLEMENTAL RETIREMENT PLAN291292STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS293----------------------------------------------294(IN 000'S)295----------296297<TABLE>298<CAPTION>299April 30,300----------------------------3012000 1999302------------ ------------303<S> <C> <C>304Assets:305- -------306307Investments at Fair Value:308Medtronic Common Stock Fund $ 741,949 $ 529,778309Vanguard 500 Index Fund 152,479 117,602310Vanguard PRIMECAP Fund 127,626 62,110311Vanguard Wellington Fund 88,723 98,627312Vanguard Windsor II Fund 43,901 62,045313Vanguard Explorer Fund 33,775 13,344314Vanguard International Growth Fund 31,680 21,906315Vanguard U.S. Growth Fund 27,047 11,210316Vanguard Extended Market Index Fund 10,053 2,433317Vanguard Total Bond Market Index Fund 9,117 7,550318Vanguard Wellesley Income Fund -- 16319Participant Loans 14,993 12,318320------------ ------------3211,281,343 938,939322323Medtronic Interest Income Fund, at contract value 132,140 118,529324------------ ------------325326Total Investments 1,413,483 1,057,468327328Contributions Receivable:329Employee 4,532 4,020330------------ ------------331332Net Assets Available for Benefits $ 1,418,015 $ 1,061,488333============ ============334</TABLE>3353363372338<PAGE>339340341MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS342SUPPLEMENTAL RETIREMENT PLAN343344STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS345---------------------------------------------------------346(IN 000'S)347----------348349<TABLE>350<CAPTION>351Years ended April 30,352-----------------------------3532000 1999354------------ ------------355<S> <C> <C>356Additions:357- ----------358359Contributions:360Employee $ 68,354 $ 45,224361362Investment Activity:363Interest and Dividend Income 41,953 30,748364Net Appreciation in Fair Value of Investments 257,736 162,365365------------ ------------366367Total Investment Income 299,689 193,113368369Net Assets Transferred from Other Plans 57,977 45,168370------------ ------------371372Total Additions 426,020 283,505373374Deductions:375- -----------376377Benefit Payments (69,444) (45,138)378Administrative Fees (49) --379------------ ------------380(69,493) (45,138)381382Increase in Net Assets 356,527 238,367383384Net Assets Available for Benefits:385- ----------------------------------386387Beginning of Year 1,061,488 823,121388------------ ------------389390End of Year $ 1,418,015 $ 1,061,488391============ ============392</TABLE>393394395The accompanying notes are an integral part of these financial statements.3963973983399<PAGE>400401402MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS403SUPPLEMENTAL RETIREMENT PLAN404405NOTES TO FINANCIAL STATEMENTS406-----------------------------407408409NOTE 1--DESCRIPTION OF THE PLAN410- -------------------------------411412The Medtronic, Inc. and Participating Employers Supplemental Retirement Plan413(the Plan) is a defined contribution plan created by Medtronic, Inc. (the414Company). It is subject to the provisions of the Employee Retirement Income415Security Act of 1974 (ERISA). The Plan provides for a regular savings program416whereby participants may contribute between 2% and 12% of their monthly salary.417Beginning May 1, 2000, the Plan was amended to allow employees to contribute up418to 15% of their eligible compensation. The trustee of the Plan is Vanguard419Fiduciary Trust Company (Vanguard Trust), hereinafter referred to as the420"Trustee". In fiscal years 2000 and 1999, the company paid certain421administrative expenses of the Plan.422423Employees receive a matching allocation of at least 50% of the employee424contribution, up to 6% of compensation. Employees may receive an additional425allocation of up to 150% of the amount contributed by the employee (up to 6% of426compensation), if certain performance goals are achieved. The Company match427totaled $32,046,000 and $21,537,000 for fiscal years 2000 and 1999, respectively428and was made in the form of an annual allocation of Medtronic stock to the429Employee Stock Ownership Plan account.430431Participants are 20% vested in the Company contributions upon completing one432year of service. Additional vesting in the Company contributions accrues at the433rate of 20% per year thereafter and participants are fully vested on all434Company's contributions after five years. Participants are 100% vested in their435own contributions at all times. Participant forfeitures of nonvested amounts436reduce the Company contribution. During fiscal years 2000 and 1999, $529,000 and437$405,000 were forfeited by terminating employees before these amounts became438vested.439440During the plan years ended April 30, 2000 and 1999, participants were able to441allocate their contributions among the following investment options:442443MEDTRONIC COMMON STOCK FUND: Invests in Medtronic, Inc. common stock to provide444the possibility of long-term growth through increases in the value of the stock445and the reinvestment of its dividends. Among the factors affecting the stock's446potential growth are the company's ability to expand its commitment to new447technology and products and to enter new markets.448449VANGUARD 500 INDEX FUND: Seeks to provide long-term growth of capital and income450from dividends by holding all of the 500 stocks that make up the unmanaged451Standard & Poor's 500 Composite Stock Price Index, a widely recognized benchmark452of U.S. stock market performance.453454VANGUARD PRIMECAP FUND: Seeks long-term growth of capital by investing in stocks455of companies with above-average prospects for continued earnings growth, strong456industry positions, and skilled management teams.457458VANGUARD WELLINGTON FUND: Seeks to provide income and long-term growth of459capital without undue risk to capital by investing about 65% of its assets in460stocks and the remaining 35% in bonds.4614624634464<PAGE>465466467VANGUARD WINDSOR II FUND: Seeks to provide income and long-term growth of468capital and income from dividends by investing in a diversified group of469out-of-favor stocks of large-capitalization companies. The stocks generally sell470at prices below the overall market average compared to their dividend income and471future return potential.472473VANGUARD EXPLORER FUND: Seeks to provide long-term growth of capital by474investing in a diversified group of small-company stocks with prospects for475above-average growth.476477VANGUARD INTERNATIONAL GROWTH FUND: Seeks to provide long-term growth of capital478by investing in stocks of high-quality, seasoned companies based outside the479United States. Stocks are selected from more than 15 countries.480481VANGUARD U.S. GROWTH FUND: Seeks to provide long-term growth of capital by482investing in large, high-quality, seasoned U.S. companies with records of483exceptional growth and above-average prospects for future growth.484485VANGUARD EXTENDED MARKET INDEX FUND: Seeks to provide long-term growth of486capital by attempting to match the performance of the Wilshire 4500 Equity487Index, an unmanaged index made up mostly of mid- and small-capitalization488companies.489490VANGUARD TOTAL BOND MARKET INDEX FUND: Seeks to provide a high level of interest491income by attempting to match the performance of the unmanaged Lehman Brothers492Aggregate Bond Index, which is a widely recognized measure of the entire taxable493U.S. bond market.494495VANGUARD WELLESLEY INCOME FUND: Seeks to provide a high level of income,496long-term growth of income, and moderate long-term growth of capital by497investing 60% to 65% of its assets in high-quality long-term and498intermediate-term bonds and the remainder in dividend-paying stocks.499500MEDTRONIC INTEREST INCOME FUND: Seeks to preserve the value of capital and501provide an attractive level of interest by investing primarily in investment502contracts issued by insurance companies and banks. It is designed to maintain a503constant $1.00 share value.504505Effective April 1, 1998, the Vanguard Wellesley Income Fund was no longer506available for participant contributions.507508Termination or retirement benefits are paid by the Trustee in accordance with509the provisions of the Plan and the instructions of Medtronic, Inc., acting as510plan administrator. In the event the Plan were terminated, participants become511fully vested and the Company would cause all amounts in the hands of the Trustee512to be allocated and distributed to the participants based upon their investment513balance.514515NOTE 2--SUMMARY OF ACCOUNTING PRINCIPLES516- ----------------------------------------517518Basis of Presentation519- ---------------------520521The financial statements of the Plan are prepared on the accrual basis of522accounting.5235245255526<PAGE>527528529Investment Valuation and Income Recognition530- -------------------------------------------531532As determined by the Trustee, investments are stated at fair value based upon533quoted market prices, except deposits with insurance companies guaranteed534investment contracts which are valued at contract value, which approximates fair535market value. Contract value represents contributions made under the contract,536plus earnings, less plan withdrawals, and administrative expenses.537538Purchases and sales of investments are recorded on a trade-date basis. Interest539income is accrued when earned. Dividend income is recorded on the day after the540date of record. Capital gain distributions are included in dividend income.541542Valuation of Participant Loans543- ------------------------------544545Participant loans are valued at cost which approximates fair value. Participants546can have only one loan outstanding at a time and can borrow up to 50% of their547vested balance not to exceed the maximum loan amount of $50,000. The minimum548loan amount is $1,000. Loans are repaid through payroll deduction in equal549amounts over a 1 to 5 year period. The interest rate is calculated as one550percentage point over the prime rate in effect at US Bank, St. Paul, N.A., on551the first work day of the month in which the loan is made and remains fixed for552the duration for the loan.553554Use of Estimates555- ----------------556557The preparation of the financial statements in conformity with generally558accepted accounting principles requires management to make estimates and559assumptions that affect the amounts reported in the financial statements and560accompanying notes. Actual results could differ from those estimates.561562New Accounting Standards563- ------------------------564565In September 1999, the Accounting Standards Executive Committee of the American566Institute of Certified Public Accountants issued Statement of Position 99-3567("SOP 99-3"), "Accounting for and Reporting of Certain Defined Contribution568Benefit Plan Investments and Other Disclosure Matters." SOP 99-3 simplifies the569disclosure of certain investment information of defined contribution plans and570is effective for financial statements of plan years ending after December 15,5711999, with earlier application encouraged. The Plan adopted the provisions of572this SOP for its plan year ended April 30, 2000. The primary impact on these573financial statements is the elimination of certain disclosures regarding changes574in net assets available for benefits by investment fund option.575576NOTE 3--TRUSTEE577- ---------------578579Vanguard Trust maintains all assets and is the recordkeeper of the Plan.580Vanguard Trust maintains a separate account in the name of each participant in581the Plan to record the assets allocated to the participant and the earnings,582losses, disbursements and expenses credited thereto.583584NOTE 4--RELATED PARTY TRANSACTIONS585- ----------------------------------586587The Plan invests in shares of mutual funds managed by an affiliate of Vanguard588Trust. Vanguard Trust acts as trustee for only those investments as defined by589the Plan. Transactions in such investments qualify as party-in-interest590transactions which are exempt from the prohibited transaction rules. Total5915925936594<PAGE>595596597purchases and sales for the years ended April 30, 2000 and April 30, 1999 were598$507,369,000 and $404,879,000 and $426,765,000 and $345,980,000, respectively.599600NOTE 5--BENEFIT OBLIGATIONS601- ---------------------------602603At April 30, 2000 and 1999, the plan had benefit obligations totaling $6,579,000604and $2,869,000. Benefit obligations relate to amounts allocated to withdrawing605participants for benefit claims that have been processed and approved for606payment prior to April 30 but not yet paid as of that date.607608NOTE 6--RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500609- -----------------------------------------------------------610Differences exist between the financial statements and the Form 5500 as a result611of benefit obligations being excluded from the financial statements. The612following is a reconciliation of net assets available for benefits per the613financial statements to the Form 5500 ($ in 000's):614615<TABLE>616<CAPTION>617April 30,618-----------------------------6192000 1999620------------ ------------621<S> <C> <C>622Net assets available for benefits per the financial statements $ 1,418,015 $ 1,061,488623Amounts allocated to withdrawing participants (6,579) (2,869)624------------ ------------625626Net assets available for benefits per the Form 5500 $ 1,411,436 $ 1,058,619627============ ============628</TABLE>629630631The following is a reconciliation of benefits paid to participants per the632financial statements to the Form 5500 for the year ended April 30, 2000 ($ in633000's):634635636Benefits paid to participants per the financial637statements $ 69,444638Add: Amounts allocated to withdrawing639participants at April 30, 2000 6,579640Less: Amounts allocated to withdrawing641participants at April 30, 1999 (2,869)642------------643644Benefits paid to participants per the Form 5500 $ 73,154645============646647NOTE 7--TAX STATUS648- ------------------649650The Plan has received a favorable determination letter of tax qualification from651the Internal Revenue Service. The Plan administrator believes the Plan continues652to qualify under the provision of Section 401(a) of the Internal Revenue Code,653and that the related trust is exempt from federal income tax.6546556567657<PAGE>658659660NOTE 8--NET ASSETS TRANSFERRED FROM OTHER PLANS661- -----------------------------------------------662663During fiscal years 2000 and 1999, the Company acquired or merged with various664companies, including Xomed Surgical Products, Inc., Physio-Control International665Corporation, Arterial Vascular Engineering, Inc., Sofamor Danek Group, Inc. and666AVECOR Cardiovascular, Inc. In connection with mergers and acquisitions, $58.0667million and $45.2 million of benefit plan assets were transferred in to the Plan668during fiscal years 2000 and 1999 respectively.6696706718672<PAGE>673674675MEDTRONIC, INC. AND PARTICIPATING EMPLOYERS676SUPPLEMENTAL RETIREMENT PLAN677678SCHEDULE I-ITEM 27A FORM 5500679SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES680-----------------------------------------------681(IN 000'S EXCEPT FOR NUMBER OF PARTICIPANTS AND SHARES)682-------------------------------------------------------683684APRIL 30, 2000685686<TABLE>687<CAPTION>688- ----------------------------------------------------------------------------------------------------------------------------689Fund Investment Type Participants Shares Market Value690- ----------------------------------------------------------------------------------------------------------------------------691<S> <C> <C> <C> <C>692Medtronic Common Stock Fund Company Stock Fund 11,003 8,752,493 $ 741,949693Vanguard 500 Index Fund Registered Investment Company 7,299 1,138,498 152,479694Vanguard PRIMECAP Fund Registered Investment Company 5,825 1,772,828 127,626695Vanguard Wellington Fund Registered Investment Company 5,101 3,222,771 88,723696Vanguard Windsor II Fund Registered Investment Company 3,890 1,745,571 43,901697Vanguard Explorer Fund Registered Investment Company 3,344 452,686 33,775698Vanguard International Growth Fund Registered Investment Company 3,425 1,411,164 31,680699Vanguard U.S. Growth Fund Registered Investment Company 4,343 609,853 27,047700Vanguard Extended Market Index Fund Registered Investment Company 1,363 287,964 10,053701Vanguard Total Bond Market Index Fund Registered Investment Company 1,875 956,666 9,117702Participant Loans Interest at 5.25% to 10% 2,060 -- 14,993703Medtronic Interest Income Fund Unallocated Insurance Contracts 5,762 132,140,426 132,140704- ----------------------------------------------------------------------------------------------------------------------------705706Totals $ 1,413,483707============================================================================================================================708</TABLE>709710711712The above data was prepared from information certified as complete and accurate713by Vanguard Fiduciary Trust Company, the Plan's Trustee.7147157169717<PAGE>718719720Consent of Independent Accountants721----------------------------------722723724725726727728We hereby consent to the incorporation by reference in the Registration729Statements on Form S-8 (Nos. 33-37529 and 33-44230) of Medtronic, Inc. of our730report dated September 22, 2000 relating to the financial statements of the731Medtronic, Inc. and Participating Employers Supplemental Retirement Plan which732appears on this Form 11-K.733734735/s/ PricewaterhouseCoopers LLP736PricewaterhouseCoopers LLP737Minneapolis, Minnesota738October 24, 2000739740</TEXT>741</DOCUMENT>742</SEC-DOCUMENT>743-----END PRIVACY-ENHANCED MESSAGE-----744745746