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Form 8-K MEDTRONIC INC For: Nov 18

November 18, 2014 7:22 AM EST


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.�20549
_____________________________�
FORM 8-K
_____________________________�
CURRENT REPORT
Pursuant to Section�13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 2014
_____________________________�
Medtronic, Inc.
(Exact name of Registrant as Specified in its Charter)
��_____________________________�
Minnesota
1-7707
41-0793183
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
710 Medtronic Parkway Minneapolis, Minnesota
55432
(Address of principal executive offices)
(Zip Code)
(Registrants telephone number, including area code): (763)�514-4000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_____________________________�
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item�2.02.
Results of Operations and Financial Condition
On November 18, 2014, Medtronic, Inc. issued a press release announcing its second quarter 2015 financial results. A copy of the press release is furnished as Exhibit 99.1 to this report.
Item�9.01.
Exhibits.
(d) Exhibit 99.1����Press release of Medtronic, Inc. dated November 18, 2014.







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MEDTRONIC, INC.
By
/s/ Gary L. Ellis
Date: November 18, 2014
Gary L. Ellis
Executive Vice President and Chief Financial Officer









EXHIBIT INDEX
Medtronic, Inc.
Form 8-K Current Report
Exhibit�Number
��
Description
99.1
��
Press release dated November 18, 2014




Exhibit 99.1
��
NEWS RELEASE
Contacts:
��
Cindy�Resman
��
Jeff�Warren
Public�Relations
��
Investor�Relations
+1-763-505-0291
��
+1-763-505-2696

MEDTRONIC REPORTS SECOND QUARTER EARNINGS

"
Revenue of $4.4 Billion Grew 5% on Constant Currency Basis; 4% as Reported
"
Non-GAAP Diluted EPS of $0.96, Growth of 5%; GAAP Diluted EPS of $0.83, Decline of 7%
"
Company Updates FY15 Revenue Growth Outlook; Reiterates FY15 EPS Guidance
"
Company Reaffirms Commitment to Covidien Transaction

MINNEAPOLIS - Nov. 18, 2014 - Medtronic, Inc. (NYSE: MDT) today announced financial results for its second quarter of fiscal year 2015, which ended October 24, 2014.

The company reported worldwide second quarter revenue of $4.366 billion, compared to the $4.194 billion reported in the second quarter of fiscal year 2014, an increase of 5 percent on a constant currency basis, after adjusting for a $38 million foreign currency impact, or 4 percent as reported. As reported, second quarter GAAP net earnings were $828 million, or $0.83 per diluted share, a decrease of 8 percent and 7 percent, respectively, over the same period in the prior year.� The decline in GAAP net earnings and earnings per share was a result of a $100 million pre-tax charitable cash donation the company made to the Medtronic Foundation. Excluding this donation, as well as acquisition-related items primarily related to the pending acquisition of Covidien, second quarter net earnings and diluted earnings per share on a non-GAAP basis were $952 million and $0.96, an increase of 4 percent and 5 percent, respectively, over the same period in the prior year.

U.S. revenue of $2.456 billion increased 5 percent. International revenue of $1.910 billion increased 5 percent on a constant currency basis or 3 percent as reported. International sales accounted for 44 percent of Medtronics worldwide revenue in the quarter. Emerging market revenue of $554 million increased 12 percent on a constant currency basis or 10 percent as reported, and represented 13 percent of company revenue for the second quarter.

Our second quarter performance was strong and well balanced across our businesses and geographies, said Omar Ishrak, Medtronic chairman and chief executive officer. Revenue growth was at the upper end of our full-year revenue outlook and within our mid-single digit baseline goal, reflecting the strong execution of our global organization.

Cardiac and Vascular Group
The Cardiac and Vascular Group includes the Cardiac Rhythm & Heart Failure, Coronary & Structural Heart, and Aortic & Peripheral Vascular businesses.� The Group had worldwide sales in the quarter of $2.286 billion, representing an increase of 5 percent on a constant currency basis or 4 percent as reported.� Group revenue performance was driven by growth in Low Power, Structural Heart, and AF & Other, partially offset by declines in Coronary and High Power. Group international sales of $1.217 billion grew 4 percent on a constant currency basis and grew 2 percent as reported.

Cardiac Rhythm & Heart Failure revenue of $1.320 billion grew 5 percent on a constant currency basis or 4 percent as reported.� High Power revenue was $670 million, a decrease of 5 percent on a constant currency basis. However, on a sequential basis, High Power grew 7 percent as the Viva" XT CRT-D, with its AdaptivCRT algorithm and Attain Performa" quadripolar lead successfully launched in the U.S. in the second quarter. Low Power revenue was $524 million, an increase of 11 percent on a constant currency basis.� Results continue to be driven by the strong ongoing global launch of the Reveal LINQ" insertable cardiac monitor. AF Solutions grew over 30 percent on a constant currency basis, driven by robust global growth of our Arctic





Front CryoAblation System as well as strong double-digit growth from the international launch of our PVAC Gold phased RF system.
Coronary & Structural Heart revenue of $743 million grew 6 percent on a constant currency basis or 5 percent as reported. Coronary revenue of $413 million declined 2 percent on a constant currency basis. The companys drug-eluting stent share remained stable in the U.S. and grew in international markets on the strength of the Resolute Integrity drug-eluting stent. Structural Heart revenue of $330 million grew 19 percent on a constant currency basis, driven by strong execution on the ongoing U.S. launch of the CoreValvetranscatheter aortic heart valve, as well as expansion into emerging markets.

Aortic & Peripheral Vascular revenue of $223 million grew 3 percent on a constant currency basis or 2 percent as reported. In Aortic, the companys market-leading Endurant II and Valiant Captivia stent grafts continued to drive growth in the AAA and Thoracic markets, respectively. In Peripheral, the IN.PACTAdmiral and Pacific drug-coated balloons for the SFA continued to deliver strong growth in international markets.

Restorative Therapies Group
The Restorative Therapies Group includes the Spine, Neuromodulation, and Surgical Technologies businesses. The Group had worldwide sales in the quarter of $1.650 billion, representing an increase of 4 percent on a constant currency basis or 3 percent as reported. Group revenue performance was driven by growth in Surgical Technologies, Neuromodulation, and BMP. Group international sales of $520 million increased 5 percent on a constant currency basis or 3 percent as reported.

Spine revenue of $746 million grew 1 percent on a constant currency basis and was flat as reported. Core Spine revenue of $551 million was flat on a constant currency basis. The company expects new product launches will continue to support improved Core Spine performance. Interventional Spine revenue of $75 million declined 5 percent on a constant currency basis. BMP revenue of $120 million increased 9 percent on a constant currency basis, reflecting continued stability in underlying demand.

Neuromodulation revenue of $494 million increased 4 percent on a constant currency basis or 3 percent as reported, driven by solid growth in DBS and Gastro/Uro.� The companys DBS and Gastro/Uro businesses continued to see strong new implant growth of the Activa deep brain stimulation system and InterStim Therapy, respectively. In Pain Stim, the business gained modest share globally on the continued strength of the RestoreSensor SureScan MRI system.

Surgical Technologies revenue of $410 million grew 10 percent on a constant currency basis or 9 percent as reported with balanced growth across all three businesses: Neurosurgery, ENT, and Advanced Energy.� The integration of Visualase, Inc., and its unique MRI-guided laser ablation technology, is going well, adding to the Restorative Therapies Groups broad suite of neuroscience solutions.
Diabetes Group
Diabetes Group revenue of $430 million grew 10 percent on a constant currency basis or 9 percent as reported.� Strong adoption of the companys MiniMed 530G with Enlite in the U.S. - with its proprietary threshold suspend automation - combined with 27 percent growth in emerging markets, resulted in solid growth in insulin pumps and strong double-digit growth in continuous glucose monitoring.

Revenue Outlook and Earnings per Share Guidance
The company today updated its revenue growth outlook and reiterated its diluted non-GAAP earnings per share (EPS) guidance for fiscal year 2015. In fiscal year 2015, the company now expects revenue growth in the range of 4 to 5 percent on a constant currency basis, which is at the upper end of the companys previously stated range of 3 to 5 percent. For fiscal year 2015, the company continues to expect diluted non-GAAP EPS in the range of $4.00 to $4.10, which implies annual diluted non-GAAP EPS growth in the range of 7 to 10 percent after adjusting for the expected impact from foreign currency.

"We remain focused on reliably delivering on our baseline financial goals by continuing to execute on our three primary strategies - therapy innovation, globalization, and economic value, said Ishrak. We believe the Covidien acquisition, which remains on schedule to close in early calendar year 2015, will meaningfully accelerate all three of these strategies, strengthen our long-term market competitiveness, and drive further sustainability and consistency in our long-term financial performance. The Medtronic and Covidien combination provides an even greater opportunity for us to truly address the universal needs of healthcare: improving clinical outcomes, expanding access, and optimizing cost and efficiency for healthcare systems around the world.

Webcast Information
Medtronic will host a webcast today, Nov. 18, at 8 a.m. EST (7 a.m. CST), to provide information about its businesses for the public, analysts, and news media.� This quarterly webcast can be accessed by clicking on the Investors link on the Medtronic





home page at www.medtronic.com and this earnings release will be archived at www.medtronic.com/newsroom. Within 24 hours, a replay of the webcast and a transcript of the companys prepared remarks will be available in the Events & Presentations section of the Investors portion of the Medtronic website.

Financial Schedules
To view the second quarter financial schedules, click here or visit www.medtronic.com/newsroom.

About Medtronic
Medtronic, Inc., headquartered in Minneapolis, is the global leader in medical technology - alleviating pain, restoring health, and extending life for millions of people around the world.
Unless otherwise noted, all comparisons made in this news release are on an as reported basis, and not on a constant currency basis. References to quarterly figures increasing or decreasing are in comparison to the second quarter of fiscal year 2014.
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the acquisition, the merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

IMPORTANT ADDITIONAL INFORMATION
Medtronic Holdings Limited, which will be renamed Medtronic plc (New Medtronic), has filed with the Securities and Exchange Commission (the SEC) a registration statement on Form S-4 that includes the preliminary Joint Proxy Statement of Medtronic, Inc. (Medtronic) and Covidien plc (Covidien) and that also constitutes a preliminary Prospectus of New Medtronic. The registration statement is not complete and will be further amended. Medtronic and Covidien plan to make available to their respective shareholders the final Joint Proxy Statement/Prospectus (including the Scheme) in connection with the transactions. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING THE SCHEME) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT MEDTRONIC, COVIDIEN, NEW MEDTRONIC, THE TRANSACTIONS AND RELATED MATTERS. Investors and security holders are able to obtain free copies of the preliminary Joint Proxy Statement/Prospectus (including the Scheme) and other documents filed with the SEC by New Medtronic, Medtronic and Covidien through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders are able to obtain free copies of the preliminary Joint Proxy Statement/Prospectus (including the Scheme) and other documents filed by Medtronic and New Medtronic with the SEC by contacting Medtronic Investor Relations at [email protected] or by calling 763-505-2696, and will be able to obtain free copies of the preliminary Joint Proxy Statement/Prospectus (including the Scheme) and other documents filed by Covidien by contacting Covidien Investor Relations at [email protected] or by calling 508-452-4650.

PARTICIPANTS IN THE SOLICITATION
Medtronic, New Medtronic and Covidien and certain of their respective directors and executive officers and employees may be considered participants in the solicitation of proxies from the respective shareholders of Medtronic and Covidien in respect of the transactions contemplated by the Joint Proxy Statement/Prospectus. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective shareholders of Medtronic and Covidien in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the final Joint Proxy Statement/Prospectus when it is filed with the SEC. Information regarding Medtronics directors and executive officers is contained in Medtronics Annual Report on Form 10-K for the fiscal year ended April 25, 2014 and its Proxy Statement on Schedule 14A, dated July 11, 2014, which are filed with the SEC. Information regarding Covidiens directors and executive officers is contained in Covidiens Annual Report on Form 10-K for the fiscal year ended September 27, 2013 and its Proxy Statement on Schedule 14A, dated January 24, 2014, which are filed with the SEC.

Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this communication that refer to New Medtronics, Medtronic's and/or Covidiens estimated or anticipated future results, including estimated synergies, or other non-historical facts are forward-looking statements that reflect Medtronic's and/or Covidiens current perspective of existing trends and information as of the date of this





communication. Forward-looking statements generally will be accompanied by words such as anticipate, believe, plan, could, should, estimate, expect, forecast, outlook, guidance, intend, may, might, will, possible, potential, predict, project, or other similar words, phrases or expressions. It is important to note that these goals and expectations are not predictions of actual performance. Actual results may differ materially from current expectations depending upon a number of factors affecting New Medtronic's business, Medtronic's business, Covidiens business and risks associated with the proposed transactions. These factors include, among others, the inherent uncertainty associated with financial projections; restructuring in connection with, and successful close of, the Covidien acquisition; subsequent integration of the Covidien acquisition and the ability to recognize the anticipated synergies and benefits of the Covidien acquisition; the risk that the required regulatory approvals for the proposed transactions are not obtained, are delayed or are subject to conditions that are not anticipated; the anticipated size of the markets and continued demand for Medtronic's and Covidien's products; the impact of competitive products and pricing; access to available financing (including financing for the acquisition or refinancing of Medtronic or Covidien debt) on a timely basis and on reasonable terms; the risks of fluctuations in foreign currency exchange rates; the risks and uncertainties normally incident to the medical device industry, including competition in the medical device industry; product liability claims; the difficulty of predicting the timing or outcome of pending or future litigation or government investigations; variability of trade buying patterns; the timing and success of product launches; the difficulty of predicting the timing or outcome of product development efforts and regulatory agency approvals or actions, if any; potential for adverse pricing movement; costs and efforts to defend or enforce intellectual property rights; difficulties or delays in manufacturing; reduction or interruption in supply; product quality problems; the availability and pricing of third-party sourced products and materials; risks associated with self-insurance and commercial insurance; successful compliance with governmental regulations applicable to New Medtronics, Medtronic's and Covidien's facilities, products and/or businesses; changes in the laws and regulations, affecting among other things, pricing and reimbursement of pharmaceutical products; health care policy changes; risks associated with international operations; changes in tax laws or interpretations that could increase New Medtronic's, Medtronics and/or Covidiens consolidated tax liabilities, including, if the transaction is consummated, changes in tax laws that would result in New Medtronic being treated as a domestic corporation for United States federal tax purposes; the loss of key senior management or scientific staff; and such other risks and uncertainties detailed in Medtronic's periodic public filings with the SEC, including but not limited to Medtronic's Annual Report on Form 10-K for the fiscal year ended April 25, 2014, in Covidiens periodic public filings with the SEC, including but not limited to Covidiens Annual Report on Form 10-K for the fiscal year ended September 27, 2013, and from time to time in Medtronic's and Covidiens other investor communications. Except as expressly required by law, each of New Medtronic and Medtronic disclaims any intent or obligation to update or revise these forward-looking statements.

Diluted non-GAAP earnings per share guidance excludes adjustments relating to charitable donations to the Medtronic Foundation, acquisition-related items, net certain litigation charges, and net restructuring charges, as well as any unusual charges or gains that might occur during the fiscal year. The guidance provided only reflects information available to Medtronic at this time. Furthermore, the revenue outlook and earnings per share guidance does not contemplate the expected closing of the Covidien transaction.
��
Statement Required by the Irish Takeover Rules
The earnings guidance contained in this press release constitutes a profit forecast for the purposes of the Irish Takeover Rules. In accordance with Rule 28.4 of the Irish Takeover Rules, this profit forecast shall be repeated in the S-4 Registration Statement to be filed in connection with the Covidien Transaction, and the reports required by Rule 28.3 of the Irish Takeover Rules shall be mailed to Covidien shareholders with the S-4 Registration Statement. The directors of Medtronic accept responsibility for the information contained in this document. To the best of the knowledge and belief of the directors of Medtronic (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
-end-









MEDTRONIC, INC.
WORLD WIDE REVENUE
(Unaudited)
Q2 FY15
Q2 FY15
Year over Year
Currency
Year over Year
FY14
FY14
FY14
FY14
FY14
FY15
FY15
FY15
FY15
FY15
Reported
Impact
Constant Currency
($ millions)
QTR�1
QTR�2
QTR�3
QTR�4
YTD
QTR�1
QTR�2
QTR�3
QTR�4
YTD
Growth
on Growth (a)
Growth
REPORTED REVENUE :
High Power
$
655

$
713

$
655

$
734

$
2,757

$
627

$
670

$


$


$
1,297

(6
)%
$
(7
)
(5
)%
Low Power
474

477

439

503

1,892

525

524





1,049

10

(6
)
11

AF & Other
64

83

90

109

347

104

126





231

52

(1
)
53

CARDIAC RHYTHM & HEART FAILURE
1,193

1,273

1,184

1,346

4,996

1,256

1,320





2,577

4

(14
)
5

Coronary
435

427

436

446

1,744

428

413





841

(3
)
(5
)
(2
)
Structural Heart
313

281

281

337

1,212

338

330





668

17

(3
)
19

CORONARY & STRUCTURAL HEART
748

708

717

783

2,956

766

743





1,509

5

(8
)
6

AORTIC & PERIPHERAL VASCULAR
219

218

218

240

895

232

223





454

2

(2
)
3

CARDIAC�& VASCULAR GROUP
2,160

2,199

2,119

2,369

8,847

2,254

2,286





4,540

4

(24
)
5

Core Spine
563

556

554

579

2,253

552

551





1,104

(1
)
(4
)


Interventional Spine
78

80

77

83

317

81

75





155

(6
)
(1
)
(5
)
BMP
124

110

113

124

471

110

120





230

9



9

SPINE
765

746

744

786

3,041

743

746





1,489



(5
)
1

NEUROMODULATION
428

479

478

513

1,898

479

494





972

3

(2
)
4

SURGICAL TECHNOLOGIES
361

377

386

438

1,562

381

410





792

9

(3
)
10

RESTORATIVE THERAPIES GROUP
1,554

1,602

1,608

1,737

6,501

1,603

1,650





3,253

3

(10
)
4

DIABETES GROUP
369

393

436

460

1,657

416

430





846

9

(4
)
10

TOTAL
$
4,083

$
4,194

$
4,163

$
4,566

$
17,005

$
4,273

$
4,366

$


$


$
8,639

4.1
�%
$
(38
)
5.0
�%
(a)
Medtronic management believes that in order to properly understand Medtronics short-term and long-term financial trends, investors may wish to consider the impact of foreign currency translation on revenue. In addition, Medtronic management uses results of operations before currency translation to evaluate the operational performance of the Company and as a basis for strategic planning. Investors should consider these non-GAAP measures in addition to, and not as a substitute for, financial performance measures prepared in accordance with GAAP.
Note: The data in this schedule has been intentionally rounded to the nearest million. Therefore, the quarterly revenue may not sum to the fiscal year to date revenue.








MEDTRONIC, INC.
U.S. REVENUE
(Unaudited)

Q2 FY15
Year over Year
FY14
FY14
FY14
FY14
FY14
FY15
FY15
FY15
FY15
FY15
Reported
($ millions)
QTR�1
QTR�2
QTR�3
QTR�4
YTD
QTR�1
QTR�2
QTR�3
QTR�4
YTD
Growth
REPORTED REVENUE :
High Power
$
386

$
429

$
375

$
395

$
1,585

$
354

$
390

$


$


$
743

(9
)%
Low Power
187

202

172

212

773

241

247





488

22

AF & Other
34

49

51

59

194

59

63





121

29

CARDIAC RHYTHM & HEART FAILURE
607

680

598

666

2,552

654

700





1,352

3

Coronary
142

140

132

134

549

134

133





267

(5
)
Structural Heart
103

107

102

133

444

147

152





300

42

CORONARY & STRUCTURAL HEART
245

247

234

267

993

281

285





567

15

AORTIC & PERIPHERAL VASCULAR
81

84

81

87

332

84

84





168



CARDIAC�& VASCULAR GROUP
933

1,011

913

1,020

3,877

1,019

1,069





2,087

6

Core Spine
369

365

364

369

1,468

352

358





710

(2
)
Interventional Spine
57

57

55

60

229

58

55





113

(4
)
BMP
110

96

98

106

409

96

104





200

8

SPINE
536

518

517

535

2,106

506

517





1,023



NEUROMODULATION
294

338

330

343

1,304

322

349





671

3

SURGICAL TECHNOLOGIES
234

241

242

261

979

244

264





509

10

RESTORATIVE THERAPIES GROUP
1,064

1,097

1,089

1,139

4,389

1,072

1,130





2,203

3

DIABETES GROUP
209

230

271

271

981

242

257





499

12

TOTAL
$
2,206

$
2,338

$
2,273

$
2,430

$
9,247

$
2,333

$
2,456

$


$


$
4,789

5
�%

Note: The data in this schedule has been intentionally rounded to the nearest million. Therefore, the quarterly revenue may not sum to the fiscal year to date revenue.








MEDTRONIC, INC.
INTERNATIONAL REVENUE
(Unaudited)

Q2 FY15
Q2 FY15
Year over Year
Currency
Year over Year
FY14
FY14
FY14
FY14
FY14
FY15
FY15
FY15
FY15
FY15
Reported
Impact
Constant Currency
($ millions)
QTR�1
QTR�2
QTR�3
QTR�4
YTD
QTR�1
QTR�2
QTR�3
QTR�4
YTD
Growth
on Growth (a)
Growth
REPORTED REVENUE :
High Power
$
269

$
284

$
280

$
339

$
1,172

$
273

$
280

$


$


$
554

(1
)%
$
(7
)
1
�%
Low Power
287

275

267

291

1,119

284

277





561

1

(6
)
3

AF & Other
30

34

39

50

153

45

63





110

85

(1
)
88

CARDIAC RHYTHM & HEART FAILURE
586

593

586

680

2,444

602

620





1,225

5

(14
)
7

Coronary
293

287

304

312

1,195

294

280





574

(2
)
(5
)
(1
)
Structural Heart
210

174

179

204

768

191

178





368

2

(3
)
4

CORONARY & STRUCTURAL HEART
503

461

483

516

1,963

485

458





942

(1
)
(8
)
1

AORTIC & PERIPHERAL VASCULAR
138

134

137

153

563

148

139





286

4

(2
)
5

CARDIAC�& VASCULAR GROUP
1,227

1,188

1,206

1,349

4,970

1,235

1,217





2,453

2

(24
)
4

Core Spine
194

191

190

210

785

200

193





394

1

(4
)
3

Interventional Spine
21

23

22

23

88

23

20





42

(13
)
(1
)
(9
)
BMP
14

14

15

18

62

14

16





30

14



14

SPINE
229

228

227

251

935

237

229





466



(5
)
3

NEUROMODULATION
134

141

148

170

594

157

145





301

3

(2
)
4

SURGICAL TECHNOLOGIES
127

136

144

177

583

137

146





283

7

(3
)
10

RESTORATIVE THERAPIES GROUP
490

505

519

598

2,112

531

520





1,050

3

(10
)
5

DIABETES GROUP
160

163

165

189

676

174

173





347

6

(4
)
9

TOTAL
$
1,877

$
1,856

$
1,890

$
2,136

$
7,758

$
1,940

$
1,910

$


$


$
3,850

3
�%
$
(38
)
5
�%

(a)
Medtronic management believes that in order to properly understand Medtronics short-term and long-term financial trends, investors may wish to consider the impact of foreign currency translation on revenue. In addition, Medtronic management uses results of operations before currency translation to evaluate the operational performance of the Company and as a basis for strategic planning. Investors should consider these non-GAAP measures in addition to, and not as a substitute for, financial performance measures prepared in accordance with GAAP.
Note: The data in this schedule has been intentionally rounded to the nearest million. Therefore, the quarterly revenue may not sum to the fiscal year to date revenue.








MEDTRONIC, INC.
RECONCILIATION OF EMERGING MARKET REVENUE GROWTH TO CONSTANT CURRENCY GROWTH
(Unaudited)
(in millions)
Three months ended
Currency Impact
Constant
October 24,
October 25,
Reported
on Growth (a)
Currency
2014
2013
Growth
Dollar
Percentage
Growth�(a)
Emerging Market Revenue (b)
$
554

$
503

10
%
$
(10
)
(2
)%
12
%
(a)
Medtronic management believes that in order to properly understand Medtronics short-term and long-term financial trends, investors may wish to consider the impact of foreign currency translation on revenue. In addition, Medtronic management uses results of operations before currency translation to evaluate the operational performance of the Company and as a basis for strategic planning. Investors should consider these non-GAAP measures in addition to, and not as a substitute for, financial performance measures prepared in accordance with U.S. GAAP.
(b)
Emerging Market Revenue includes revenues from Asia Pacific (except Australia, Japan, Korea, and New Zealand), Central and Eastern Europe, Greater China, Latin America, the Middle East and Africa, and South Asia.









MEDTRONIC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
Three�months�ended
Six months ended
October 24,
2014
October 25,
2013
October 24,
2014
October 25,
2013
(in millions, except per share data)
Net sales
$
4,366

$
4,194

$
8,639

$
8,277

Costs and expenses:
Cost of products sold
1,142

1,090

2,247

2,112

Research and development expense
374

372

739

732

Selling, general, and administrative expense
1,507

1,438

3,013

2,854

Special charges
100



100

40

Restructuring charges, net




30

18

Certain litigation charges, net


24



24

Acquisition-related items
61



102

(96
)
Amortization of intangible assets
89

88

176

174

Other expense, net
63

33

114

77

Interest expense, net
8

33

13

73

Total costs and expenses
3,344

3,078

6,534

6,008

Earnings before income taxes
1,022

1,116

2,105

2,269

Provision for income taxes
194

214

406

414

Net earnings
$
828

$
902

$
1,699

$
1,855

Basic earnings per share
$
0.84

$
0.90

$
1.72

$
1.85

Diluted earnings per share
$
0.83

$
0.89

$
1.70

$
1.83

Basic weighted average shares outstanding
981.9

998.9

987.5

1,004.5

Diluted weighted average shares outstanding
993.0

1,009.4

999.4

1,015.5

Cash dividends declared per common share
$
0.305

$
0.280

$
0.610

$
0.560







MEDTRONIC, INC.
NET EARNINGS AND DILUTED EPS GAAP TO NON-GAAP RECONCILIATION
(Unaudited)
(in millions, except per share data)
Three months ended October 24, 2014
Earnings Before Income Taxes
Net Earnings
Diluted EPS
GAAP
$
1,022

$
828

$
0.83

Adjustments:
Special charges (a)
100

64

0.06

Acquisition-related items (b)
61

60

0.06

As adjusted
$
1,183

$
952

$
0.96

(1)
Three months ended October 25, 2013
Earnings Before Income Taxes
Net Earnings
Diluted EPS
GAAP
$
1,116

$
902

$
0.89

Adjustments:
Certain litigation charges, net (c)
24

17

0.02

As adjusted
$
1,140

$
919

$
0.91

Net Earnings
Diluted EPS
Year over year percent change:
GAAP
(8)%
(7)%
As adjusted
4%
5%
(1) The data in this schedule has been intentionally rounded to the nearest $0.01 and, therefore, may not sum.

(a)
The $64 million ($0.06 per share) special charge represents an after-tax charitable cash donation ($100 million pre-tax) made to the Medtronic Foundation. In addition to disclosing special charges that are determined in accordance with U.S. generally accepted accounting principles (U.S. GAAP), Medtronic management believes that in order to properly understand its short-term and long-term financial trends, investors may find it useful to consider the impact of excluding this special charge. Management believes that the resulting non-GAAP financial measure provides useful information to investors regarding the underlying business trends and performance of the Companys ongoing operations and is useful for period over period comparisons of such operations. Medtronic management eliminates this special charge when evaluating the operating performance of the Company. Investors should consider this non-GAAP measure in addition to, and not as a substitute for, financial performance measures prepared in accordance with U.S. GAAP. In addition, this non-GAAP financial measure may not be the same or similar to measures presented by other companies.

(b)
The $60 million ($0.06 per share) after-tax ($61 million pre-tax) acquisition-related items primarily includes costs incurred in connection with the pending Covidien acquisition (bridge financing fees, legal fees, and other transaction- related costs). In addition to disclosing acquisition-related items that are determined in accordance with U.S. GAAP, Medtronic management believes that in order to properly understand its short-term and long-term financial trends, investors may find it useful to consider the impact of excluding these acquisition-related items. Management believes that the resulting non-GAAP financial measure provides useful information to investors regarding the underlying business trends and performance of the Companys ongoing operations and is useful for period over period comparisons of such operations. Medtronic management eliminates these acquisition-related items when evaluating the operating performance of the Company. Investors should consider this non-GAAP measure in addition to, and not as a substitute for, financial performance measures prepared in accordance with U.S. GAAP. In addition, this non-GAAP financial measure may not be the same or similar to measures presented by other companies.

(c)
The $17 million ($0.02 per share) after-tax ($24 million pre-tax) certain litigation charges, net relates to accounting charges for patent and Other Matters litigation. In addition to disclosing certain litigation charges, net that are determined in accordance with U.S. GAAP, Medtronic management believes that in order to properly understand its short-term and long-term financial trends, investors may find it useful to consider the impact of excluding these certain





litigation charges. Management believes that the resulting non-GAAP financial measure provides useful information to investors regarding the underlying business trends and performance of the Companys ongoing operations and is useful for period over period comparisons of such operations. Medtronic management eliminates these certain litigation charges when evaluating the operating performance of the Company. Investors should consider this non-GAAP measure in addition to, and not as a substitute for, financial performance measures prepared in accordance with U.S. GAAP. In addition, this non-GAAP financial measure may not be the same or similar to measures presented by other companies.

MEDTRONIC, INC.
NET EARNINGS AND DILUTED EPS GAAP TO NON-GAAP RECONCILIATION
(Unaudited)
(in millions, except per share data)

Six months ended October 24, 2014
Earnings Before Income Taxes
Net Earnings
Diluted EPS
GAAP
$
2,105

$
1,699

$
1.70

Adjustments:
Special charges (a)
100

64

0.06

Restructuring charges, net (b)
30

22

0.02

Acquisition-related items (c)
102

100

0.10

As adjusted
$
2,337

$
1,885

$
1.89

(1)
Six months ended October 25, 2013
Earnings Before Income Taxes
Net Earnings
Diluted EPS
GAAP
$
2,269

$
1,855

$
1.83

Adjustments:
Special charges (d)
40

26

0.03

Restructuring charges, net (e)
18

15

0.01

Certain litigation charges, net (f)
24

17

0.02

Acquisition-related items (g)
(96
)
(96
)
(0.09
)
As adjusted
$
2,255

$
1,817

$
1.79

(1)
Year over year percent change
GAAP
(8)%
(7)%
As adjusted
4%
6%
(1) The data in this schedule has been intentionally rounded to the nearest $0.01 and, therefore, may not sum.

(a)
The $64 million ($0.06 per share) special charge represents an after-tax charitable cash donation ($100 million pre-tax) made to the Medtronic Foundation. In addition to disclosing special charges that are determined in accordance with U.S. GAAP, Medtronic management believes that in order to properly understand its short-term and long-term financial trends, investors may find it useful to consider the impact of excluding this special charge. Management believes that the resulting non-GAAP financial measure provides useful information to investors regarding the underlying business trends and performance of the Companys ongoing operations and is useful for period over period comparisons of such operations. Medtronic management eliminates this special charge when evaluating the operating performance of the Company. Investors should consider this non-GAAP measure in addition to, and not as a substitute for, financial performance measures prepared in accordance with U.S. GAAP. In addition, this non-GAAP financial measure may not be the same or similar to measures presented by other companies.

(b)
The $22 million ($0.02 per share) after-tax ($30 million pre-tax) restructuring charges, net includes the $28 million after-tax ($38 million pre-tax) charge related to a continuation of our fourth quarter fiscal year 2014 restructuring initiative, partially offset by a $6 million after-tax ($8 million pre-tax) reversal of excess restructuring reserves related to the fiscal year 2014 restructuring initiative. The first quarter fiscal year 2015 restructuring charge for the fiscal year 2014 initiative consists primarily of contract termination and other related costs. The reversal was primarily a result of





certain employees identified for elimination finding other positions within the Company and revisions to particular strategies. In addition to disclosing restructuring charges, net that are determined in accordance with U.S. GAAP, Medtronic management believes that in order to properly understand its short-term and long-term financial trends, investors may find it useful to consider the impact of excluding these restructuring charges, net. Management believes that the resulting non-GAAP financial measure provides useful information to investors regarding the underlying business trends and performance of the Companys ongoing operations and is useful for period over period comparisons of such operations. Medtronic management eliminates these restructuring charges, net when evaluating the operating performance of the Company. Investors should consider this non-GAAP measure in addition to, and not as a substitute for, financial performance measures prepared in accordance with U.S. GAAP. In addition, this non-GAAP financial measure may not be the same or similar to measures presented by other companies.

(c)
The $100 million ($0.10 per share) after-tax ($102 million pre-tax) acquisition-related items primarily includes costs incurred in connection with the pending Covidien acquisition (bridge financing fees, legal fees, and other transaction- related costs). In addition to disclosing acquisition-related items that are determined in accordance with U.S. GAAP, Medtronic management believes that in order to properly understand its short-term and long-term financial trends, investors may find it useful to consider the impact of excluding these acquisition-related items. Management believes that the resulting non-GAAP financial measure provides useful information to investors regarding the underlying business trends and performance of the Companys ongoing operations and is useful for period over period comparisons of such operations. Medtronic management eliminates these acquisition-related items when evaluating the operating performance of the Company. Investors should consider this non-GAAP measure in addition to, and not as a substitute for, financial performance measures prepared in accordance with U.S. GAAP. In addition, this non-GAAP financial measure may not be the same or similar to measures presented by other companies.

(d)
The $26 million ($0.03 per share) special charge represents an after-tax charitable cash donation ($40 million pre-tax) made to the Medtronic Foundation. In addition to disclosing special charges that are determined in accordance with U.S. GAAP, Medtronic management believes that in order to properly understand its short-term and long-term financial trends, investors may find it useful to consider the impact of excluding this special charge. Management believes that the resulting non-GAAP financial measure provides useful information to investors regarding the underlying business trends and performance of the Companys ongoing operations and is useful for period over period comparisons of such operations. Medtronic management eliminates this special charge when evaluating the operating performance of the Company. Investors should consider this non-GAAP measure in addition to, and not as a substitute for, financial performance measures prepared in accordance with U.S. GAAP. In addition, this non-GAAP financial measure may not be the same or similar to measures presented by other companies.

(e)
The�$15 million�($0.01 per share) after-tax ($18 million pre-tax) restructuring charge was a continuation of our fourth quarter fiscal year 2013 restructuring initiative and consisted primarily of contract termination fees. In addition to disclosing restructuring charges that are determined in accordance with U.S. GAAP, Medtronic management believes that in order to properly understand its short-term and long-term financial trends, investors may find it useful to consider the impact of excluding this restructuring charge. Management believes that the resulting non-GAAP financial measure provides useful information to investors regarding the underlying business trends and performance of the Companys ongoing operations and is useful for period over period comparisons of such operations. Medtronic management eliminates this restructuring charge when evaluating the operating performance of the Company. Investors should consider this non-GAAP measure in addition to, and not as a substitute for, financial performance measures prepared in accordance with U.S. GAAP. In addition, this non-GAAP financial measure may not be the same or similar to measures presented by other companies.

(f)
The�$17 million�($0.02 per share) after-tax ($24 million pre-tax) certain litigation charges, net relates to accounting charges for patent and Other Matters litigation. In addition to disclosing certain litigation charges, net that are determined in accordance with U.S. GAAP, Medtronic management believes that in order to properly understand its short-term and long-term financial trends, investors may find it useful to consider the impact of excluding these certain litigation charges. Management believes that the resulting non-GAAP financial measure provides useful information to investors regarding the underlying business trends and performance of the Companys ongoing operations and is useful for period over period comparisons of such operations. Medtronic management eliminates these certain litigation charges when evaluating the operating performance of the Company. Investors should consider this non-GAAP measure in addition to, and not as a substitute for, financial performance measures prepared in accordance with U.S. GAAP. In addition, this non-GAAP financial measure may not be the same or similar to measures presented by other companies.

(g)
The�$96 million�($0.09 per share) after-tax ($96 million pre-tax) of net income related to acquisition-related items primarily includes income related to the change in fair value of contingent consideration payments associated with





acquisitions subsequent to April�29, 2009. The change in fair value of contingent consideration payments is primarily related to adjustments in Ardian contingent consideration. In addition to disclosing acquisition-related items that are determined in accordance with U.S. GAAP, Medtronic management believes that in order to properly understand its short-term and long-term financial trends, investors may find it useful to consider the impact of excluding these acquisition-related items. Management believes that the resulting non-GAAP financial measure provides useful information to investors regarding the underlying business trends and performance of the Companys ongoing operations and is useful for period over period comparisons of such operations. Medtronic management eliminates these acquisition-related items when evaluating the operating performance of the Company. Investors should consider this non-GAAP measure in addition to, and not as a substitute for, financial performance measures prepared in accordance with U.S. GAAP. In addition, this non-GAAP financial measure may not be the same or similar to measures presented by other companies.








MEDTRONIC, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
October 24, 2014
April�25, 2014
(in�millions,�except�per�share�data)
ASSETS
Current assets:
Cash and cash equivalents
$
1,287

$
1,403

Investments
13,177

12,838

Accounts receivable, less allowances of $109 and $115, respectively
3,750

3,811

Inventories
1,873

1,725

Tax assets
696

736

Prepaid expenses and other current assets
814

697

Total current assets
21,597

21,210

Property, plant, and equipment
6,320

6,439

Accumulated depreciation
(3,959
)
(4,047
)
Property, plant, and equipment, net
2,361

2,392

Goodwill
11,024

10,593

Other intangible assets, net
2,437

2,286

Long-term tax assets
183

300

Other assets
1,178

1,162

Total assets
$
38,780

$
37,943

LIABILITIES AND SHAREHOLDERS EQUITY
Current liabilities:
Short-term borrowings
$
3,970

$
1,613

Accounts payable
723

742

Accrued compensation
806

1,015

Accrued income taxes
168

164

Deferred tax liabilities
18

19

Other accrued expenses
1,267

2,006

Total current liabilities
6,952

5,559

Long-term debt
9,708

10,315

Long-term accrued compensation and retirement benefits
681

662

Long-term accrued income taxes
1,322

1,343

Long-term deferred tax liabilities
420

386

Other long-term liabilities
259

235

Total liabilities
19,342

18,500

Commitments and contingencies
Shareholders equity:
Preferred stock par value $1.00




Common stock par value $0.10
98

100

Retained earnings
19,846

19,940

Accumulated other comprehensive loss
(506
)
(597
)
Total shareholders equity
19,438

19,443

Total liabilities and shareholders equity
$
38,780

$
37,943







MEDTRONIC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Six months ended
October 24, 2014
October 25, 2013
(in millions)
Operating Activities:
Net earnings
$
1,699

$
1,855

Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
423

421

Amortization of debt discount and issuance costs
32

4

Acquisition-related items
6

(96
)
Provision for doubtful accounts
17

24

Deferred income taxes
(61
)
(19
)
Stock-based compensation
82

75

Other, net
(40
)
(12
)
Change in operating assets and liabilities, net of acquisitions:
Accounts receivable, net
(64
)
(16
)
Inventories
(170
)
(111
)
Accounts payable and accrued liabilities
26

(540
)
Other operating assets and liabilities
73

413

Certain litigation charges, net


24

Certain litigation payments
(800
)
(3
)
Net cash provided by operating activities
1,223

2,019

Investing Activities:
Acquisitions, net of cash acquired
(578
)
(210
)
Additions to property, plant, and equipment
(210
)
(196
)
Purchases of investments
(3,024
)
(5,719
)
Sales and maturities of investments
2,665

4,291

Other investing activities, net
(6
)
(18
)
Net cash used in investing activities
(1,153
)
(1,852
)
Financing Activities:
Acquisition-related contingent consideration
(5
)
(1
)
Change in short-term borrowings, net
1,611

1,546

Repayment of short-term borrowings (maturities greater than 90 days)


(125
)
Proceeds from short-term borrowings (maturities greater than 90 days)
150

310

Payments on long-term debt
(7
)
(6
)
Dividends to shareholders
(602
)
(560
)
Issuance of common stock
312

817

Repurchase of common stock
(1,620
)
(2,053
)
Other financing activities
34

13

Net cash used in financing activities
(127
)
(59
)
Effect of exchange rate changes on cash and cash equivalents
(59
)
39

Net change in cash and cash equivalents
(116
)
147

Cash and cash equivalents at beginning of period
1,403

919

Cash and cash equivalents at end of period
$
1,287

$
1,066

Supplemental Cash Flow Information
Cash paid for:
Income taxes
$
357

$
225

Interest
250

197






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