8-K

UNITES 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): January 7, 2013

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)

(Registrant’s 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 7.01 Regulation FD Disclosure.

On January 7, 2013, Medtronic, Inc. (the “Company”) issued a press release announcing an update to diluted earnings per share guidance for fiscal year 2013. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired: None.

(b) Pro Forma Financial Information: None.

(c) Shell Company Transactions: None.

(d) Exhibits:

99.1 Press release of Medtronic, Inc. dated January 7, 2013.

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: January 7, 2013		Gary L. Ellis
		Senior Vice President and Chief Financial Officer

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

MEDTRONIC, INC.

EXHIBIT INDEX TO FORM 8-K

Date of Report:	Commission File No.:
January 7, 2013	1-7707

Exhibit No.	ITEM
99.1	Press release of Medtronic, Inc. dated January 7, 2013.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contacts:
Jeff Warren	Cindy Resman
Investor Relations	Public Relations
+1-763-505-2696	+1-763-505-0291

FOR IMMEDIATE RELEASE

MEDTRONIC UPDATES FISCAL 2013 EPS GUIDANCE

MINNEAPOLIS – January 7, 2013 – In a presentation to investors, Medtronic, Inc. (NYSE:MDT) today updated diluted earnings per share (EPS) guidance for fiscal year 2013.

The Company tightened its fiscal 2013 diluted EPS guidance range to $3.66 to $3.70 from the previously stated range of $3.62 to $3.70. The new range implies annual EPS growth of 6 to 7%.

Management indicated that the Company’s updated fiscal 2013 EPS guidance is based on the positive financial impact from the recent renewal of the U.S. Research and Development (R&D) tax credit. As previously stated, management estimates the R&D tax credit to have a positive annual earnings and EPS impact of approximately $30-35 million and 4 cents, respectively. Due to retroactive accounting treatment, the Company expects to realize approximately 3 cents of diluted EPS benefit in the third quarter, and 1 cent in the fourth quarter, of fiscal year 2013.

As in the past, all EPS ranges exclude any effect of special or extraordinary charges that may impact the Company’s continuing operations. The changes in guidance also reflect only the information available to the Company at this time.

About Medtronic

Medtronic, Inc. (www.medtronic.com), headquartered in Minneapolis, is the global leader in medical technology – alleviating pain, restoring health, and extending life for millions of people around the world.

This press release contains forward-looking statements related to Medtronic’s future results of operations, which are subject to risks and uncertainties, such as competitive factors, difficulties and delays inherent in the development, manufacturing, marketing and sale of medical products, government regulation and general economic conditions and other risks and uncertainties described in Medtronic’s periodic reports on file with the Securities and Exchange Commission. Actual results may differ materially from anticipated results. Medtronic does not undertake to update its forward-looking statements.

Earnings per share guidance excludes any unusual charges or gains that might occur during the fiscal year and the impact of the non-cash charge for convertible debt interest expense. The guidance provided only reflects information available to Medtronic at this time.

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