Financing Arrangements

Commercial Paper

As of January 23, 2015, the Company maintained a commercial paper program that allowed the Company to have a maximum of $2.250 billion in commercial paper outstanding, with maturities up to 364 days from the date of issuance. No commercial paper amounts were outstanding as of January 23, 2015 and April 25, 2014. During the three and nine months ended January 23, 2015, the weighted average original maturity of the commercial paper outstanding was approximately 67 days and 49 days, respectively, and the weighted average interest rate was 0.16 percent and 0.12 percent, respectively. The issuance of commercial paper reduced the amount of credit available under the Company’s existing Credit Facility, as defined below.

On January 26, 2015, Medtronic Global Holdings S.C.A., an entity organized under the laws of Luxembourg (Medtronic Luxco) entered into various agreements pursuant to which Medtronic Luxco may issue unsecured commercial paper notes (the 2015 Commercial Paper Program) on a private placement basis up to a maximum aggregate amount outstanding at any time of $3.500 billion. New Medtronic and the Company have guaranteed the obligations of Medtronic Luxco under the 2015 Commercial Paper Program. In connection with entry into the 2015 Commercial Paper Program, the Company and Covidien terminated their respective existing commercial paper programs.

Line of Credit

As of January 23, 2015, the Company had a $2.250 billion syndicated credit facility which was scheduled to expire on December 17, 2017 (Credit Facility) pursuant to a senior unsecured revolving credit agreement dated as of December 17, 2012, among Medtronic, the lenders from time to time party thereto, and Bank of America N.A., as administrative agent and issuing bank. The Credit Facility provided backup funding for the commercial paper program. As of January 23, 2015 and April 25, 2014, no amounts were outstanding on the committed Credit Facility.

Interest rates were determined by a pricing matrix, based on the Company’s long-term debt ratings, assigned by Standard & Poor’s Ratings Services and Moody’s Investors Service. Facility fees were payable on the Credit Facility and were determined in the same manner as the interest rates. The agreement also contains customary covenants, all of which the Company remained in compliance with as of January 23, 2015.

On January 26, 2015, the Company amended and restated its existing Credit Facility and entered into the Amended and Restated Credit Agreement ($3.500 billion Five Year Revolving Credit Facility) (the Amended and Restated Revolving Credit Agreement), by and among Medtronic, New Medtronic, Medtronic Luxco, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and issuing bank. Under the Amended and Restated Revolving Credit Agreement, the lenders party thereto will provide the Company and Medtronic Luxco with unsecured revolving credit commitments in an aggregate principal amount of up to $3.500 billion. The Company, Medtronic Luxco, and New Medtronic guarantee the obligations under the Amended and Restated Revolving Credit Agreement.

Other Credit Agreements

Term Loan Credit Agreement

On November 7, 2014, the Company entered into the three-year senior unsecured term loan credit agreement (the Term Loan Credit Agreement), among Medtronic, New Medtronic, Medtronic Luxco, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent. Under the Term Loan Credit Agreement, the lenders party thereto have committed to provide the Company with unsecured term loan financing in an aggregate principal amount of up to $5.000 billion. On January 26, 2015, the Company borrowed $3.000 billion for a term of three years under the Term Loan Credit Agreement to finance, in part, the cash component of the Arrangement Consideration and certain transaction expenses. New Medtronic and Medtronic Luxco have guaranteed the obligations of the Company under the Term Loan Credit Agreement.

Termination of Existing Bridge Credit Agreement

In connection with its issuance of $17.000 billion of 2015 Senior Notes, as defined below, on December 10, 2014, the Company terminated the unsecured bridge commitments previously provided to it in an aggregate principal amount of $11.300 billion under the 364-day senior unsecured bridge credit agreement dated as of November 7, 2014.

Bank Borrowings

Bank borrowings consist primarily of borrowings at interest rates considered favorable by management and where natural hedges can be gained for foreign exchange purposes.

Long-Term Debt

Long-term debt consisted of the following:



(in millions, except interest rates)	Maturity by Fiscal Year	Payable as of January 23, 2015			Payable as of April 25, 2014
4.750 percent ten-year 2005 senior notes	2016	$	—		$	600
2.625 percent five-year 2011 senior notes	2016	500			500
Floating rate three-year 2014 senior notes	2017	250			250
0.875 percent three-year 2014 senior notes	2017	250			250
1.500 percent three-year 2015 senior notes	2018	1,000			—
1.375 percent five-year 2013 senior notes	2018	1,000			1,000
5.600 percent ten-year 2009 senior notes	2019	400			400
4.450 percent ten-year 2010 senior notes	2020	1,250			1,250
2.500 percent five-year 2015 senior notes	2020	2,500			—
Floating rate five-year 2015 senior notes	2020	500			—
4.125 percent ten-year 2011 senior notes	2021	500			500
3.125 percent ten-year 2012 senior notes	2022	675			675
3.150 percent seven-year 2015 senior notes	2022	2,500			—
2.750 percent ten-year 2013 senior notes	2023	1,250			1,250
3.625 percent ten-year 2014 senior notes	2024	850			850
3.500 percent ten-year 2015 senior notes	2025	4,000			—
4.375 percent twenty-year 2015 senior notes	2035	2,500			—
6.500 percent thirty-year 2009 senior notes	2039	300			300
5.550 percent thirty-year 2010 senior notes	2040	500			500
4.500 percent thirty-year 2012 senior notes	2042	400			400
4.000 percent thirty-year 2013 senior notes	2043	750			750
4.625 percent thirty-year 2014 senior notes	2044	650			650
4.625 percent thirty-year 2015 senior notes	2045	4,000			—
Interest rate swaps (Note 9)	2016 - 2022	84			56
Deferred gains from interest rate swap terminations	-	6			20
Capital lease obligations	2016 - 2025	130			139
Discount	2017 - 2045	(104		)	(25		)
Total Long-Term Debt		$	26,641		$	10,315

Senior Notes

The Company has outstanding unsecured senior obligations including those indicated as "senior notes" in the long-term debt table above (collectively, the Senior Notes). The Senior Notes rank equally with all other unsecured and unsubordinated indebtedness of the Company. The indentures under which the Senior Notes were issued contain customary covenants, all of which the Company remains in compliance with as of January 23, 2015. The Company used the net proceeds from the sale of the Senior Notes primarily for working capital and general corporate uses, which includes the repayment of other indebtedness of the Company. For additional information regarding the terms of these agreements, refer to Note 8 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended April 25, 2014.

On December 10, 2014, the Company issued seven tranches of Senior Notes (collectively the 2015 Senior Notes) with an aggregate face value of $17.000 billion, resulting in cash proceeds of approximately $16.8 billion, net of discounts and issuance costs. The first tranche consisted of $1.000 billion of 1.500 percent Senior Notes due 2018. The second tranche consisted of $2.500 billion of 2.500 percent Senior Notes due 2020. The third tranche consisted of $500 million of floating rate Senior Notes due 2020 (the 2020 floating rate notes). The 2020 floating rate notes bear interest at the three-month London InterBank Offered Rate (LIBOR) plus 80 basis points. The fourth tranche consisted of $2.500 billion of 3.150 percent Senior Notes due 2022. The fifth tranche consisted of $4.000 billion of 3.500 percent Senior Notes due 2025. The sixth tranche consisted of $2.500 billion of 4.375 percent Senior Notes due 2035. The seventh tranche consisted of $4.000 billion of 4.625 percent Senior Notes due 2045. Interest on the 2020 floating rate notes is payable quarterly and interest on each series of the fixed rate notes is payable semi-annually. The Company used the combined proceeds from the 2015 Senior Notes and the $3.000 billion borrowed for a term of three years under the Term Loan Credit Agreement to fund the approximately $16 billion cash consideration portion of the January 26, 2015 estimated $50 billion acquisition of Covidien, to pay certain transaction and financing expenses, and for working capital and general corporate purposes, which may include repayment of indebtedness.

For further information regarding the subsequent acquisition of Covidien, see Note 3 to the condensed consolidated financial statements.