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.   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filer x    Accelerated filer o    Non-accelerated filer o     Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o  No  x

Aggregate market value of voting stock of Medtronic, Inc. held by nonaffiliates of the registrant as of October 26, 2007, based on the closing price of $47.82, as reported on the New York Stock Exchange: approximately $54.2 billion. Shares of Common Stock outstanding on June 19, 2008: 1,125,244,102

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s 2008 Annual Report filed as Exhibit 13 hereto are incorporated by reference into Parts I and II hereto and portions of Registrant’s Proxy Statement for its 2008 Annual Meeting are incorporated by reference into Part III hereto.

 



 



TABLE OF CONTENTS

Item   Description   Page
     
  PART I  
1.   Business   1
1A.   Risk Factors   31
1B.   Unresolved Staff Comments   37
2.   Properties   37
3.   Legal Proceedings   37
4.   Submission of Matters to a Vote of Security Holders   38
  PART II  
5.   Market for Medtronic’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities   38
6.   Selected Financial Data   39
7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   39
7A.   Quantitative and Qualitative Disclosures About Market Risk   39
8.   Financial Statements and Supplementary Data   39
9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   39
9A.   Controls and Procedures   39
9B.   Other Information   40
  PART III  
10.   Directors, Executive Officers and Corporate Governance   40
11.   Executive Compensation   40
12.   Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters   40
13.   Certain Relationships, Related Transactions and Director Independence   40
14.   Principal Accounting Fees and Services   41
  PART IV  
15.   Exhibits, Financial Statement Schedules   41