Item 8.01. Other Events.
Effective April 18, 2012, the Conversion Rate (as defined in the Indenture by
and between Medtronic, Inc. and Wells Fargo Bank, NA., as trustee, dated
April 18, 2006) for Medtronic's 1.625% Convertible Senior Notes due 2013 (the
"Notes") will be adjusted to 18.8218 shares of Common Stock per $1,000 principal
amount of the 2013 Notes. The adjusted Conversion Rate reflects the cumulative
impact of Medtronic's payment of regular cash dividends since the issuance date
of the 2013 Notes, and is being made on a carryforward basis under Section 10.14
of the Indenture.
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