EQUITY RESEARCH Health Care MEDTRONIC, INC. Medical Appliances & Equipment May 31, 2011 Recommendation BUY Medtronic, Inc. (Medtronic or the Company) is the world’s largest pureplay medical device company and the market leader in several key segments including Cardiac Rhythm Disease Management, Spinal, Neuromodulation and Diabetes. The Company develops, manufactures and markets devices to alleviate pain, restore health and extend life for people with chronic illnesses. Ticker MDT Price Target (USD) 55.00 Price (May 25, 2011, USD) 40.23 Potential Upside/Downside 36.7% Projected Total Return 38.9% Investment Thesis Market Data Medtronic has a proven track record of revenue growth and has consistently generated some of the highest margins in the industry. Recent initiatives have left the Company stronger and better positioned to maintain its spot as the market leader in the industry. Medtronic has reorganized its resources to better capitalize on global growth opportunities, and the Company has recognized approximately $600 million of $1 billion identified cost savings through its “One Medtronic” initiative. It also is an attractive investment for the following reasons: Market Capitalization (USD) 43.02B Shares Outstanding 1.07B Dividend Yield 2.2% Dividend (USD) 0.90 52 Week Price Range (USD) 30.80-43.33 Medtronic 12-Month Price Performance (USD) 44 • • • • • Mr. Ishrak, the incoming Chief Executive Officer, is a potential catalyst from growth. He has a proven track record for driving sales growth organically and is very experienced with emerging markets. An established pipeline of new products will offset pricing pressure in key markets and contribute to sales growth in the years ahead. The Company offers an attractive total return on investment with a dividend yield of 2.2% and through its share repurchase programs. Weakening growth fundamentals in its key markets may be negatively impacting the valuation of the stronger divisions. Valuation metrics demonstrate that shares are relatively inexpensive compared the market and based on historical performance. Risks • • • • • Medtronic’s key business segments are experiencing pricing pressure due to market saturation and increasing competition. The Company is dependent on the innovation of new products and acquisitions to drive continued revenue growth. There is uncertainty surrounding health care reform in the U.S. and there are new taxes being imposed on medical device manufacturers. The Health Care sector is subject to rigorous regulation by various U.S. and foreign government entities and compliance can be costly. The industry is characterized by extensive patent litigation and is susceptible to significant product liability claims. 42 40 38 36 34 32 30 Financial Data (FY 2011) Revenue (USD) Revenue Growth (YOY) 15.93B 0.7% Gross Margin 75.5% Operating Margin 25.1% Earnings Per Share Price to Earnings Tracy Shoemaker 216.210.3209 shoemaker_158@fisher.osu.edu Columbus, Ohio 2.8 14.4 Medtronic, Inc. May 31, 2011 TABLE OF CONTENTS Company Overview .......................................................................................................................3 Business Segments .....................................................................................................................3 Business Strategy and Competitive Advantage .........................................................................4 Recent Developments ................................................................................................................5 Investment Thesis...........................................................................................................................6 Fundamental Drivers ..................................................................................................................6 Macro Environment ...................................................................................................................7 Financial Analysis ......................................................................................................................9 Valuation Analysis ...................................................................................................................11 Risks and Considerations ............................................................................................................15 Conclusions ...................................................................................................................................16 Appendices ....................................................................................................................................17 Appendix I: Medtronic New Product Pipeline .......................................................................17 Appendix II: Discounted Cash Flow Analysis .......................................................................18 Appendix III: Analyst Information .......................................................................................19 Appendix IV: Sources ............................................................................................................20 2 Medtronic, Inc. May 31, 2011 COMPANY OVERVIEW Medtronic, Inc. (Medtronic or the Company), founded in 1949, is the global leader in medical technology with products designed to alleviate pain, restore health and extend life for millions of people around the world. Headquartered in Minneapolis, Minnesota, Medtronic develops, manufactures and markets its technologies in over 120 countries with approximately 40,000 employees. Its primary customers include hospitals, clinics, third-party health care providers, distributors, government health care programs and group purchasing organizations. For fiscal year 2011, the Company generated revenue and EBITDA of approximately $15.9 billion and $4.8 billion, respectively. Business Segments During fiscal year 2010, Medtronic consolidated its businesses into two operating segments: the Cardiac and Vascular Group and the Restorative Therapies Group. The purpose of this new structure is further the Company’s goal of operating as “One Medtronic” by allowing it to capitalize on existing synergies related to customers and technologies across each business unit. The Cardio and Vascular Group is comprised of the Cardiac Rhythm Disease Management (CRDM), CardioVascular and Physio-Control businesses. The primary products sold by this operating segment include those for cardiac rhythm disorders, cardiovascular disease, and external defibrillation. The Restorative Therapies Group is comprised of the Spinal, Neuromodulation, Diabetes, and Surgical Technologies businesses. The primary products sold by this operating segment include those for spinal conditions and musculoskeletal trauma, neurological disorders, urological and digestive disorders, diabetes, and ear, nose and throat conditions. Fiscal 2011 Sales Mix By Business Segment ($ in Millions) Physio-Control $425 3% Cardio and Vascular Group $8,544 54% CardioVascular $3,109 20% CRDM $5,010 31% Consolidated 2011 Net Sales $15,933 Spinal $3,414 21% Neuromodulation $1,592 10% Diabetes $1,347 8% Surgical Technology $1,036 7% Restorative Therapies Group $7,389 46% 3 Medtronic, Inc. May 31, 2011 Business Strategy and Competitive Advantage Market-Leading Performance Medtronic is the largest player in the Medical Device Manufacturing industry with an approximate 17.2% market share.i Medtronic is the market leader in most of the segments in which it operates. It is the dominant player in the CRDM, Spinal, Diabetes and Neuromodulation markets, and is one of the leading players in the Cardiac Surgery market.ii Medtronic has maintained low volatility in both revenue and profitability over the years, largely due to its product and geographic diversity. Additionally, its large product offering provides various cross-sell opportunities to customers, as well as a competitive advantage over smaller competitors. Innovation and New Product Development Medtronic’s research and development spend historically has remained relatively constant at approximately 9.5%. According to a quote from a 2001 interview with former Chief Executive Officer, Bill George, “research and development is one budget that is never cut”.iii Medtronic plans to launch more than 60 new products over the next two years and has one of the strongest new product pipelines (see Appendix I) that it has seen in a number of years. iv Medtronic recently announced U.S. Food and Drug Administration (FDA) approval of several high-profile products in the Cardio and Vascular Group, including the Revo MRI SureScan pacemaker, Consulta and Syncra CRT-P pacemakers with OptiVol fluid monitoring capability, AMPLIFY bone morphongenetic protein therapy for posterolateral spinal application, and the Protecta implantable defibrillator with SmartShock technology. v Additionally, the RESOLUTE stent is to be released in the U.S. in the second half of fiscal 2012, which bodes well for Medtronic’s stent market share.vi These new products will help to offset declining sales resulting from pricing pressures in these key product categories, as well as allow the Company to maintain its leading market share in the industry. Global Growth and Geographic Diversity Medtronic currently has over 16,000 people working outside Fiscal 2011 Sales Mix by Geography of the U.S. and operates in approximately 120 countries. ($ in Millions) During fiscal year 2011, approximately 43% of Medtronic’s revenues were derived from international sales as shown in the chart to the right. Given that approximately 95% of the world’s population resides outside of the U.S., this Outside represents a tremendous opportunity for the Company. vii U.S. $6,813 United Medtronic recently modified its business strategy to 43% States capitalize on such global growth opportunities. Instead of $9,120 defining its business according to U.S. and international 57% markets, the Company has reorganized its resources around developed markets and emerging markets. In developed markets, Medtronic is focusing on innovation. In emerging Consolidated 2011 Net Sales $15,933 markets, including China, India, Brazil, Russia, the Middle East and Africa, the Company is focusing on building health care infrastructure, including distribution, training and education, to ensure greater access to its products 4 Medtronic, Inc. May 31, 2011 and therapies. The Company recently opened new state-of-the-art facilities in Singapore, Russia, Ireland, Canada, Brazil and Mexico. viii Recent Developments New Chief Executive Officer Named As of June 13, 2011, Omar Ishrak will become Medtronic’s new Chairman and Chief Executive Officer. Mr. Ishrak has been an executive with General Electric (GE) for over 16 years. He most recently served as President and Chief Executive Officer of GE Health Care Systems, a $12 billion division of GE Health Care. From 1998 to 2010, Mr. Ishrak successful grew GE Health Care’s Ultrasound business from $400 million to $1.8 billion. He also nearly doubled sales in the Clinical Systems division to $5 billion from 2004 to 2009.ix “One Medtronic” Initiative The Company’s “One Medtronic” strategy is focused on streamlining operations by consolidating manufacturing and eliminating non-core product lines, aligning resources around the Company’s higher growth opportunities, and centralizing certain functional activities that are not unique to the individual business segments.x This cost savings initiative, which began in 2008, is aimed at cutting $1 billion over five years. As of fiscal year 2011, the Company was over half way through its plan, having cut $600 million in expenses and having identified the remaining $400 million.xi Medtronic has been able to maintain its margins despite the economic downturn and pricing pressure in its key markets largely as a result of this project. Acquisitions Acquisitions that took place during fiscal year 2011 are detailed below: On February 25, 2011, Medtronic acquired privately-held Jolife for approximately $53 million. Jolife develops, manufactures, and markets the LUCAS Chest Compression System (LUCAS) together with complementary technologies. LUCAS assists first responders, paramedics, nurses, and physicians by delivering quality chest compression. On January 13, 2011, Medtronic acquired privately-held Ardian, Inc. (Ardian) for $1 billion. The Company had previously invested in Ardian and held an 11.3% ownership position. Ardian develops catheter-based therapies to treat uncontrolled hypertension and related conditions. On November 16, 2010, the Company acquired Osteotech, Inc. (Osteotech) for $123 million. Osteotech develops innovative biologic products for regenerative medicine. On September 14, 2010, the Company acquired a developer of vascular suturing products used in connection with cardiovascular and vascular procedures that require a puncture or incision to the artery for $21 million. On August 12, 2010, the Company acquired ATS Medical, Inc. (ATS Medical) for $394 million. ATS Medical is a leading developer, manufacturer, and marketer of products and services focused on cardiac surgery, including heart valves and surgical cryoablation technology. 5 Medtronic, Inc. May 31, 2011 In June 2010, the Company acquired Axon Surgical (Axon) for $62 million. Medtronic distributed a large portion of Axon’s product prior to the acquisition. The agreement will allow the Company to bring to market the next generation of surgeon-directed and professionally supported spinal neuromonitoring technology and expand the availability of this technology. INVESTMENT THESIS Fundamental Drivers In additional to Medtronic exhibiting strong fundamental qualities, including being the market leader in its industry and in numerous product segments, establishing a strong track record for revenue growth and maintaining profitability despite difficult economic times, the following drivers further portray the Company as attractive investment opportunity. New Chief Executive Officer a Potential Catalyst for Growth Mr. Ishrak, Medtronic’s newly named Chairman and Chief Executive Officer, could provide new direction for the Company and potentially unlock a significant amount of value. Mr. Ishrak has an impressive record for driving growth in emerging markets, which has and will continue to be an important expansion opportunity for Medtronic going forward. Additionally, Mr. Ishrak primarily was focused on organic growth during his time at GE. In recent years, Medtronic has become overly reliant on acquisitions to drive increases in sales. xii Additionally, Mr. Ishrak’s leadership should come as a welcome change. The Company has missed guidance on numerous occasions in recent years, which has negatively impacted the credibility of current management.xiii Solid New Product Pipeline Medtronic’s new product pipeline is encouraging and is believed to be its strongest in quite some time. Over the next couple of years, these new products will help to offset some of the recent pricing pressure felt by the Company, to stabilize or improve market share, and to potentially increase investor confidence. New product approvals and introductions began contributing to sales growth during the fourth quarter and will continue to drive growth in fiscal 2012. Attractive Total Return Investment Medtronic offers an attractive total return on investment. Medtronic’s Annual Report states that management is “committed to returning a minimum of 40% to 50% of free cash flow to shareholders, while investing to drive sustainable, profitable long-term growth.”xiv In addition to significant upside potential on the value of its shares, the Company currently offers a 2.2% dividend yield. Additionally, the Board of Directors authorized the repurchase of up to 60 million shares in June 2009 with 20.7 million shares remaining as of January 28, 2011.xv Underperformance Despite Consistent Sales Growth As demonstrated on the following page, Medtronic shares have underperformed over the past decade. Interestingly though, the Company has reported strong sales growth during the majority of this period. These results are even more impressive given the adverse market-related and macro factors of recent 6 Medtronic, Inc. May 31, 2011 years. Additionally, the Company has successfully maintained its margins despite increased pricing pressure in the CRDM, Stent and Spinal markets. This underperformance may be attributable to a lack of management credibility as Medtronic has missed guidance more than a few times, and the Company’s long-term objectives also remain unclear. Additionally, the weakening growth fundamentals of Medtronic’s two key markets, CRDM and Spinal, may be negatively impacting the valuation of Medtronic’s other, stronger divisions.xvi Medtronic 10-Year Comparison Price to Earnings Revenue ($ in Millions) 50x $18,000 45x $16,000 40x $14,000 35x $12,000 30x 25x 20x 15x 10x $10,000 $8,000 $6,000 $4,000 5x $2,000 0x $0 Macro Environment Medtronic has an approximate 17.2% market share of the $55.4 billion U.S. Medical Device Manufacturing industry.xvii The industry has grown at an average annual rate of 18.9% since 2005. By 2015, revenue is projected to reach $76.4 billion with sales expected to grow at an average annual rate of 6.6% through 2015.xviii The decline in sales growth from the previous five-year period is largely attributable to the changing regulatory environment. Potential reform to the approval process for new devices is anticipated to hinder innovation and cause more companies to shift operations overseas. Demographic Trends The increasing longevity of the human population will benefit Medtronic over the projected period. Medical advancements, better nutrition and improved safety are allowing Americans to live longer than ever before. Additionally, changing demographics in the U.S. will also serve to increase demand for Medtronic products going forward. The number of people ages 65 and over in the U.S. is forecasted to increase by an average rate of 3% annually as the Baby Boomer generation continues to grow older. By 2015, senior adults will make up approximately 14.5% of the population compared to 13% in 2010.xix People generally need more medical care as they get older, which provides a tremendous opportunity for Medtronic as many of its products, including CRDM, cardiovascular and neurological devices, are targeted toward an older demographic. Increasing Prevalence of Chronic Diseases Chronic diseases such as heart disease, stroke, cancer, diabetes and arthritis are the most common, costly and preventable of all health problems in the U.S.xx In 2005, 133 million Americans, or almost 1 out of every 2 adults, had at least one chronic illness and this number was projected to reach approximately 157 7 Medtronic, Inc. May 31, 2011 million by 2010.xxi The increasing prevalence of chronic conditions will positively impact demand for Medtronic products and the Company continues to expand its product offering into chronic disease management given this trend. Number of Physician Visits Per Capita Disposable Income Demand for the Company’s products is affected by an individual’s ability and willingness to pay for health care and associated medical devices. People who cannot afford to pay for needed services often defer treatment. As a result, the improving economy is expected to cause an increase in the number of physician visits over the next few years and particularly in 2014, which is when the health care reform initiatives will take effect.xxii Health Care Reform Source: IBISWorld U.S. health care reform seeks to expand coverage to more people by loosening eligibility criteria for enrollment in Medicaid. Individuals with incomes of less than 133% of the federal poverty level will be eligible to enroll for Medicaid. Additionally, mandatory insurance requirements and broader availability of insurance through health benefit exchanges will further reduce the number of uninsured people.xxiii By providing more Americans with health care coverage, the amount of out-of-pocket expenses needed for care will be reduced and, therefore, the number of physician visits and demand for Medtronic products will increase. On the negative side, health care reform is providing a great deal of uncertainty for medical device companies. The reform has tightened the pricing environment for many of these companies, and the proposed tax on medical device companies is expected to further hurt profitability. President Obama signed the Patient Protection and Affordable Care Act into law in early 2010, which imposes significant new taxes on medical device makers. Industry operators will be required to pay 2.3% of the sales price of devices to the government. This fee applies to all manufacturers regardless of size, but will have a lesser overall effect on large industry players like Medtronic due to economies of scale and scope. This tax could cost to the Medical Device industry approximately $20 billion over ten years.xxiv Pricing Pressure Large purchasing groups act as distributors to many of the country’s hospitals. Since these customers provide a considerable amount of revenue, industry operators tend to concede in pricing negotiations. Additionally, rising health care costs have caused insurers and government programs to limit payments for certain treatments that require medical devices. As a result, doctors and hospitals are pushing back more on price increases. Industry profit is expected to decline to 9.0% of revenue in 2010 from 9.8% in 2006, largely due to these pricing pressures. xxv Medtronic sells to these purchasing groups and is experiencing such pricing pressure in its CRDM, Spinal and Stent businesses. 8 Medtronic, Inc. May 31, 2011 Compliance Requirements Participants in the Medical Device industry must devote considerable resources to meet legislative compliance requirements. This amount is expected to increase going forward as regulation in the industry increases. Reports of device-related injuries, deaths and malfunctions have increased significantly since 2005.xxvi Resulting concerns over product safety have caused the FDA to change its policy on device approval and the process has become more difficult and costly. Medtronic’s profitability may be reduced as regulatory costs increase. Additionally, it may detract from research and development or other expenditures by the Company that are meant to boost demand. Limited Growth Opportunities in Key Segment The Cardiovascular market is highly competitive and has reached saturation. Many companies are producing similar products and there is limited room for innovation. Acquisitions are prevalent as larger companies are acquiring smaller companies to expand their product offerings. This market segment did, however, remain relatively stable during the economic downturn. xxvii Medtronic’s Cardio and Vascular Group accounted for over half of revenue during fiscal 2011. Financial Analysis Historical The chart below provides historical financial results for Medtronic: Medtronic Historical Financial Summary 2007 ($ in Millions) 2008 2009 2010 2011 Cardiac Rhythm Disease Management Cardio/Vascular Physio-Control Spinal Neuromodulation Diabetes Surgical Technologies Total Revenue % Growth $ Gross Profit % of Sales $ Research & Development Expense % of Sales $ 1,239 $ 10.1% 1,460 9.2% $ 1,508 9.5% Selling, General & Administrative Expense % of Sales $ 4,153 $ 4,707 $ 5,152 $ 5,415 33.8% 34.8% 35.3% 34.2% $ 5,533 34.7% Operating Profit % of Sales $ 3,361 $ 2,776 $ 2,623 $ 4,215 27.3% 20.5% 18.0% 26.6% $ 4,001 25.1% EPS Basic EPS Diluted 4,876 $ 4,963 $ 5,014 $ 5,268 $ 5,010 1,909 2,131 2,437 2,864 3,109 385 329 343 425 425 2,417 2,982 3,400 3,500 3,414 1,183 1,311 1,434 1,560 1,592 863 1,019 1,114 1,237 1,347 666 780 857 963 1,036 $ 12,299 $ 13,515 $ 14,599 $ 15,817 $ 15,933 8.9% 9.9% 8.0% 8.3% 0.7% 9,131 $ 10,069 $ 11,081 $ 12,005 $ 12,021 74.2% 74.5% 75.9% 75.9% 75.4% 2.44 2.41 1,275 $ 9.4% 1.89 1.87 1,355 $ 9.3% 1.85 1.84 2.80 2.79 2.87 2.79 9 Medtronic, Inc. May 31, 2011 Medtronic historically has generated strong revenue growth of around 8% to 9%. Net sales growth in 2011, however, slowed to 0.7% due to declining sales in the CRDM and Spinal businesses. Growth in these segments has lessened due to market saturation of products, such as pacemakers and stents. Much of the Company’s growth in recent years has come from international sales, which increased 5.6% during fiscal year 2011 to $6.8 billion. The Company has successfully maintained strong gross margins, which have historically averaged around 75%, despite the weakening economy and challenging dynamics in the CRDM, Stent and Spinal markets. This is largely attributable to the Company’s “One Medtronic” initiative that is focused on streamlining operations by consolidating manufacturing processes. Research and development spending also has remained relatively constant at around 9.5% of sales. Selling, general and administrative expense has declined slightly as a percentage of sales in recent years. The Company derived some savings in general and administrative expense by centralizing various functional activities that were not unique to the individual business segments.xxviii Projections The chart below provides projected financial results for Medtronic: Medtronic Projected Financial Summary 2011 ($ in Millions) 2012E 2013E 2014E Revenue % Growth $ 15,933 0.7% $ 16,452 $ 17,129 $ 17,815 3.3% 4.1% 4.0% Gross Profit % of Sales $ 12,021 75.4% $ 12,421 $ 12,933 $ 13,443 75.5% 75.5% 75.5% Research & Development Expense % of Sales $ 1,508 9.5% $ Selling, General & Administrative Expense % of Sales $ 5,533 34.7% $ 5,594 $ 5,824 $ 6,067 34.0% 34.0% 34.1% Operating Profit % of Sales $ 4,001 25.1% $ 4,260 $ 4,521 $ 4,709 25.9% 26.4% 26.4% EPS Basic EPS Diluted 2.87 2.79 1,563 $ 9.5% 3.01 2.92 1,627 $ 9.5% 3.23 3.13 1,695 9.5% 3.36 3.26 Revenue growth is expected improve over the projected period. The rebound will be driven by new product introductions, the impact of recent acquisitions and international sales. Medtronic has a strong pipeline of new products that are expected to gain approval and launch over the next couple of years. Operating margins are projected to improve as the Company continues to implement its cost-savings initiatives through 2013. 10 Medtronic, Inc. May 31, 2011 Peer Comparison The chart below provides a comparison of Medtronic to its industry peers: Peer Comparison Medtronic Market Capitialization: Revenue (ttm): Qtrly Rev Growth (yoy): Gross Margin (ttm): EBITDA (ttm): Operating Margin (ttm): Net Income (ttm): EPS (ttm): P/E (ttm): PEG (5 yr expected): P/S (ttm): $43.0 billion $15.9 billion 2.4% 75.4% $4.8 billion 25.1% $3.1 billion 3.0 13.4 1.4 2.7 Boston Scientific $10.6 billion $7.8 billion -1.8% 65.2% $1.9 billion 14.3% $570.0 million 0.4 18.3 2.5 1.4 Johnson & Johnson $181.7 billion $62.1 billion 3.5% 69.4% $19.3 billion 26.3% $12.3 billion 4.4 15.0 2.1 2.9 St. Jude Medical $16.3 billion $5.3 billion 9.0% 73.4% $1.6 billion 25.7% $902.3 million 2.7 18.1 1.2 3.1 Industry(1) $72.2 million $41.8 million 17.4% 56.5% $1.7 million 3.9% N/A N/A 26.7 1.4 2.7 Source: Yahoo! Finance. May 25, 2011. (1) M edical Appliances & Equipment Industry. The recession has had a mixed impact on operators in the Medical Device Manufacturing industry. According to a survey conducted by the Massachusetts Medical Device Industry Council, approximately 45% of industry operators, including Medtronic, experienced significant or slight growth during 2008 and 2009, 14% had a flat growth rate and 42% reported a slight or significant decline. xxix Operating profit in the industry tends to vary according to company size and product type. Industry operating profit for fiscal 2010 averaged approximately 9% of revenue. Larger industry players, such as Medtronic, tend to generate margins over 20%.xxx Valuation Analysis Discounted Cash Flow Analysis A detailed discounted cash flow model for Medtronic can be found in Appendix II. This analysis provides an estimated value for the Company of approximately $46.34 per share. Key assumptions used in the model are as follows: • • A revenue growth rate of 4%. It is assumed that Medtronic will grow in line with the market as softer sales growth in its Cardio and Vascular Group will be offset by new product development and increasing international sales. The 10% discount rate of the market was assumed for Medtronic. Although defensive sector stocks typically warrant a lower discount rate than the market, the Company is facing certain uncertainties in regards to health care reform, a new Chief Executive Officer who has not yet communicated his vision for the Company, and limited growth opportunities in its key market segments. 11 Medtronic, Inc. • • May 31, 2011 Operating margin was held in line with past results at 26%. The Company has been able to hold margins constant despite the difficult economic environment through extensive cost-cutting initiatives that are slated to run through 2013. A tax rate of approximately 21.6%. This is approximately 2.3% higher than Medtronic’s historical average tax rate of 19.3% given the 2.3% sales tax that is to be imposed on medical device makers under the Patient Protection and Affordable Care Act. The chart below sensitizes Medtronic’s estimated fair value per share to changes in the discount rate and terminal growth rate. At the various growth rates shown, Medtronic’s value per share ranges from approximately $41.03 to $53.68. This analysis further demonstrates the considerable upside potential for Medtronic’s shares. As of May 25, 2011, Medtronic’s shares were trading at approximately $40.23. Sensitivity Analysis Growth Rate Discount Rate 3.50% 3.75% 4.00% 4.25% 4.50% 9.50% $47.89 $49.15 $50.52 $52.03 $53.68 9.75% $45.97 $47.10 $48.34 $49.68 $51.16 10.00% $44.20 $45.22 $46.34 $47.54 $48.86 10.25% $42.56 $43.49 $44.49 $45.58 $46.76 10.50% $41.03 $41.88 $42.79 $43.78 $44.84 Sector Valuation The table below provides valuation multiples for the Health Care sector on both an absolute basis and relative to the S&P 500 based on ten years of financial history: Health Care Sector Valuation Absolute Basis Price / Trailing Earnings Price / Forward Earnings Price / Book Price / Sales Price / Cash Flow High 30.1 27.2 8.7 3.9 22.9 Low 9.9 10.0 2.2 1.0 7.6 Median 18.5 17.5 4.0 1.8 13.7 Current 12.8 12.2 3.0 1.3 11.8 High 1.4 1.2 2.5 2.4 1.9 Low 0.7 0.7 1.2 0.9 0.9 Median 1.1 1.1 1.4 1.3 1.3 Current 0.9 0.9 1.3 1.0 1.2 Relative to S&P 500 Price / Trailing Earnings Price / Forward Earnings Price / Book Price / Sales Price / Cash Flow Source: Thomson Reuters Baseline. May 26, 2011. The Health Care sector appears to be undervalued using all of the metrics shown above. Current multiples are significantly below the ten-year medians and only slightly higher than the ten-year lows. Specifically during the last two years, the Health Care sector has significantly underperformed both the 12 Medtronic, Inc. May 31, 2011 S&P 500 and historical sector performance. This can be attributed to continued uncertainty facing health care reform, a pending patent cliff, weak utilization, as well as Health Care being a defensive sector and investors favoring the more cyclical sectors given the improving economy.xxxi Industry Valuation The table below provides valuation multiples for the Health Care Appliances & Equipment industry on both an absolute basis and relative to the S&P 500 based on ten years of financial history: Health Care Appliances & Equipment Industry Valuation Absolute Basis Price / Trailing Earnings Price / Forward Earnings Price / Book Price / Sales Price / Cash Flow High 36.0 31.4 9.0 5.5 25.6 Low 12.1 11.7 2.3 2.0 8.7 Median 23.3 21.4 4.6 3.8 16.4 Current 15.7 14.8 3.0 2.7 12.1 High 1.7 1.5 2.6 3.6 2.0 Low 0.8 0.8 1.1 1.9 1.0 Median 1.4 1.3 1.7 2.6 1.6 Current 1.1 1.1 1.3 2.1 1.2 Relative to S&P 500 Price / Trailing Earnings Price / Forward Earnings Price / Book Price / Sales Price / Cash Flow Source: Thomson Reuters Baseline. May 26, 2011. Similar to the broader Health Care sector, the Health Care Appliances & Equipment industry is relatively inexpensive on an absolute basis and relative to the S&P 500. The current multiples are much less than the ten-year medians and only slightly above the ten-year lows for the industry. The reasons stated above for the underperformance of the Health Care sector also apply to the Health Care Appliance & Equipment industry. Company Valuation As shown in the table on the following page, Medtronic is currently trading near its ten-year low relative to both the industry and the S&P 500. The stock continues to underperform given the challenges facing the Health Care sector. Additionally, uncertainty surrounds Medtronic as it recently named a new Chief Executive Officer and long-term objectives for the Company are unclear at this time. Also, weakening growth fundamentals in its key markets may be negatively impacting the perception of the Company’s overall performance. 13 Medtronic, Inc. May 31, 2011 Medtronic Company Valuation Relative to Industry Price / Trailing Earnings Price / Forward Earnings Price / Book Price / Sales Price / Cash Flow High 1.4 1.3 1.6 2.2 2.2 Low 0.8 0.7 0.8 1.0 1.0 Median 1.0 1.0 1.2 1.4 1.4 Current 0.8 0.8 0.8 1.0 1.0 High 1.9 1.8 3.3 7.3 3.3 Low 0.7 0.7 1.0 1.9 0.9 Median 1.4 1.4 2.1 3.8 1.9 Current 0.8 0.8 1.1 2.1 1.0 Relative to S&P 500 Price / Trailing Earnings Price / Forward Earnings Price / Book Price / Sales Price / Cash Flow Source: Thomson Reuters Baseline. May 26, 2011. In the chart below, the target price is based on target multiples at approximately 90% of the median. This is because growth for the Medical Device industry is projected to be weaker going forward due to the effects of health care reform, increasing regulation and companies having to maintain quality while reducing costs. xxxii Medtronic Company Valuation Absolute Valuation Price / Forward Earnings Price / Book Price / Sales Price / Cash Flow Price / EBITDA High Low Median Current Target Multiple 39.7 11.2 11.1 38.6 33.1 9.0 2.3 2.2 7.9 7.0 21.5 6.2 5.5 20.0 16.6 11.3 2.6 2.7 9.5 7.7 19.4 5.6 5.0 18.0 14.9 Target Value / Share Target Price 2.8 14.4 14.4 2.5 4.3 $54.18 $80.35 $71.28 $45.00 $64.05 Source: Thomson Reuters Baseline. May 26, 2011. 14 Medtronic, Inc. May 31, 2011 Price Target As shown in the chart below, the target price for Medtronic is $55.00 based on the various metrics and at the weights provided. The discounted cash flow analysis is believed to be the most accurate predictor of future price and, therefore, is the most heavily weighted. With a current price $40.23 as of May 25, 2011, Medtronic has a potential upside of approximately 36.71% and is recommended as a BUY. Medtronic Price Target Metric Discounted Cash Flow Price / Forward Earnings Price / Sales Price / Book Price / EBITDA Price / Cash Flow Projected Target Price Current Price (as of May 25, 2011) Potential Upside Target Price Weight $46.34 $54.18 $80.35 $71.28 $45.00 $64.05 50% 10% 10% 10% 10% 10% $55.00 $40.23 36.71% RISKS AND CONSIDERATIONS Pricing Risk The Medical Equipment and Device industry is highly competitive. In recent years, Medtronic’s key business segments have experienced significant pricing pressure due to increased competition in the CRDM, Stent and Spinal markets. Although Medtronic has been able to maintain its margins through aggressive cost cutting efforts, the competitive pricing environment is not expected to improve going forward. Pipeline Risk The success of Medtronic’s business depends on new product flow through innovation and acquisitions to drive revenue growth. The Company has consistently spent around 9.5% of sales on research and development expense. Health Care Policy Risk In an attempt to control the rising costs of the Health Care sector, there have been various proposals by the government to reform the U.S. health care system. For example, the Patient Protection and Affordable Care Act imposes significant new taxes on medical device makers such as Medtronic. Health care reform is providing a great deal of uncertainty for medical device manufacturers. 15 Medtronic, Inc. May 31, 2011 Regulatory Risk Medtronic is subject to rigorous regulation by the FDA and other federal, state and foreign government entities. Regulation by governmental authorities may increase compliance cost and exposure to litigation. Litigation Risk Medtronic operates in an industry characterized by extensive patent litigation and is susceptible to significant product liability claims. The Company has elected to self-insure with respect to product liability risks; however, product liability claims or product recalls could have a material adverse effect on its business and reputation. CONCLUSION With a target price of $55.00, Medtronic is currently recommended as a BUY. The target price represents an approximate 36.71% upside from the $40.23 closing price as of May 25, 2011. The BUY rating reflects the strong market share, revenue growth and profitability fundamentals underlying the Company. Medtronic also recently named a new Chief Executive Officer with a proven track record in the industry and who may act as a potential catalyst for improvement. Additionally, an established pipeline of new products will contribute to sales growth in years ahead. Finally, Medtronic offers an attractive total return investment and valuation metrics demonstrate that its shares currently are relatively inexpensive compared the market and based on historical performance. 16 Medtronic, Inc. May 31, 2011 APPENDIX 1: MEDTRONIC NEW PRODUCT PIPELINExxxiii Medtronic New Product Launches Business Product Approval/Launch Expectations Cardiac Rhythm Management ICDs Protecta defibrillators (ICD/CRT-D) Pacemakers REVO MRI compatible pacemaker system Atrial Fib Arctic Front CryoAblation catheter system Atrial Fib Ablation Frontier ablation catheter system *** US Approved March 2011, Japan FY12 *** US Approved February 2011 *** *** Approved December 2010*** US FY12 (FDA panel likely, taking longer) Spine Core Spine Core Spine Core Spine Core Spine Biologics SOLERA next-gen posterior fixation system PRESTIGE LP (Cervical), Low Profile Balloon kyphoplasty device Xpander II balloon, EXPRESS Currette, Xpede Cement AMPLIFY US full launch underway US 1H-FY12 Japan Shonin received. Initiating launch. Launched Not approvable letter received F3Q; status unclear Cardiovascular BMS DES DES Heart Valves Heart Valves Endovascular Endovascular Endovascular Cardio Integrity bare metal stent (BMS) ENDEAVOR Resolute drug-eluting stent (DES) RESOLUTE Integrity drug-eluting stent CoreValve ReValving transcatheter valve Ventor Engager Talent AAA grafts Endurant Thoracic Stent grafts Valient Thoracic Stent graft Ardian SYMPLICITY System US FY12 EU launched, US FY14 US CY14 EU FY13, US CY15 Japan 2H-FY11/1H FY-12 Japan 2H-FY11/1H FY-12 US 1H-FY12, Japan FY13 US FY15 estimated US FY15 estimated Diabetes CGM Pump Pump Pump iPro continuous glucose monitoring system Next-generation durable pump ENLITE Sensor Insulin patch delivery system US FY12 US FY12 US FY12, EU launched April 2011 US FY13 (taking longer) Neuromodulation DBS Active SC deep brain stimulation system Gastro InterStim therapy for bowel control SCS RestoreSensor spinal cord stimulation (SCS) system Launched US Approved March 2011 US 2HFY12 Surgical Tech Nav Launched O-Arm 3.1 Source: Deutsche Bank, Company Reports 17 Medtronic, Inc. May 31, 2011 APPENDIX II: DISCOUNTED CASH FLOW ANALYSIS Medtronic Discounted Cash Flow Valuation Terminal Discount Rate = Terminal FCF Growth = 10.0% 4.0% Year Revenue 2011 2012E % Growth Operating Income 3.3% 25.1% $ Interest % of Sales Taxes 278 $ $ 2017E 2018E 2019E 2020E 2021E 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 165 $ 627 $ 26.0% 171 $ 1.0% 885 $ 26.0% 178 $ 1.0% 940 $ 26.0% 185 $ 1.0% 26.0% 193 $ 1.0% 26.0% 200 $ 1.0% 26.0% 208 $ 1.0% 26.0% 217 $ 1.0% 26.0% 225 $ 1.0% 234 1.0% 962 $ 1,000 $ 1,040 $ 1,082 $ 1,125 $ 1,170 $ 1,217 $ 1,266 21.6% 21.6% 21.6% 21.6% 21.6% 21.6% 21.6% 21.6% 21.6% 21.6% $ 3,096 $ 3,211 $ 3,410 $ 3,492 $ 3,631 $ 3,777 $ 3,928 $ 4,085 $ 4,248 $ 4,418 $ 4,595 3.7% 6.2% 2.4% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% $ 804 $ 5.0% $ % of Sales Subtract Capex 2016E 16.8% % of Sales Plus/(Minus) Changes WC 2015E 4.0% 26.4% 1.0% % Growth Add Depreciation/Amort 4.1% 25.9% 1.7% T ax Rate Net Income 2014E $ 4,001 $ 4,260 $ 4,521 $ 4,632 $ 4,817 $ 5,010 $ 5,210 $ 5,419 $ 5,635 $ 5,861 $ 6,095 Operating Margin Interest and Other 2013E $ 15,933 $ 16,452 $ 17,129 $ 17,815 $ 18,527 $ 19,268 $ 20,039 $ 20,840 $ 21,674 $ 22,541 $ 23,443 (610) $ (3.8%) $ 773 $ 4.7% (163) $ (1.0%) 501 $ 788 $ 4.6% (213) $ (1.2%) 625 $ 802 $ 4.5% (178) $ (1.0%) 668 $ 815 $ 4.4% (185) $ (1.0%) 713 $ 829 $ 4.3% (193) $ (1.0%) 760 $ 852 $ 4.3% (200) $ (1.0%) 809 $ 886 $ 4.3% (208) $ (1.0%) 852 $ 921 $ 4.3% (217) $ (1.0%) 886 $ 958 $ 4.3% (225) $ (1.0%) 921 $ 996 4.3% (234) (1.0%) 958 $ 996 Capex % of Sales 3.1% 3.8% 3.9% 4.0% 4.1% 4.2% 4.3% 4.3% 4.3% 4.3% 4.3% Free Cash Flow $ 2,789 $ 3,196 $ 3,317 $ 3,403 $ 3,502 $ 3,603 $ 3,727 $ 3,876 $ 4,031 $ 4,193 $ 4,360 14.6% 3.8% 2.6% 2.9% 2.9% 3.4% 4.0% 4.0% 4.0% 4.0% % Growth NPV of Cash Flows NPV of Terminal Value Projected Equity Value Free Cash Flow Yield $ 22,265 $ 29,139 $ 51,404 6.2% 43.3% 56.7% 100.0% Current P/E Projected P/E Current EV/EBITDA Projected EV/EBITDA 14.4x 16.6x 11.0x 12.5x 13.9x 16.0x 10.5x 11.9x Shares Outstanding 1,109 Current Price Implied equity value/share Upside/(Downside) to DCF $ 40.23 $ 46.34 15.2% Debt Cash Cash/Share $ 9,835 $ 1,382 1.2x Terminal Value $ 75,579 13.1x 15.1x 10.0x 11.3x Free Cash Yield 5.8% Terminal P/E 16.4x Terminal EV/EBITDA 11.8x 18 Medtronic, Inc. May 31, 2011 APPENDIX III: ANALYST INFORMATION Analyst Certification I, Tracy Shoemaker, hereby certify that the views expressed in this research report accurately reflect my personal views about the subject companies and their underlying securities. Analyst Biography Tracy Shoemaker will soon be joining KeyBanc Capital Markets as an Investment Banking Associate in the Loan Syndications group. In June 2011, she will obtain a Master of Business Administration from the Max M. Fisher College of Business at The Ohio State University. Prior to returning to business school, Ms. Shoemaker worked for six years in various roles at National City Corporation, now a part of PNC. Most recently, Ms. Shoemaker was employed as a Capital Markets Analyst in National City’s Loan Syndications group. In this role, she worked within a cross-functional team to structure and market syndicated loans ranging from $30 million to $500 million on behalf of middle market companies and private equity firms. Prior to this, Ms. Shoemaker served as a Project Analyst within National City’s Best in Class initiative. She also worked as a Commercial Credit Analyst as part of National City’s Corporate Banking Development Program. Ms. Shoemaker earned a Bachelor of Business Administration from Kent State University and graduating Summa Cum Laude in 2003. 19 Medtronic, Inc. May 31, 2011 APPENDIX IV: SOURCES i Snyder, S. (November 2010). IBISWorld Industry Report: Medical Device Manufacturing in the U.S. IBISWorld. Simpson, G. (April 8, 2011). Medtronic, Inc.: Initiating Coverage With a Buy. Wunderlich Securities. iii Simpson, G. (April 8, 2011). Medtronic, Inc.: Initiating Coverage With a Buy. Wunderlich Securities. iv Hawkins, W. (April 30, 2010). Medtronic 2010 Annual Report. Medtronic, Inc. v Hawkins, W. (April 30, 2010). Medtronic 2010 Annual Report. Medtronic, Inc. vi Simpson, G. (April 8, 2011). Medtronic, Inc.: Initiating Coverage With a Buy. Wunderlich Securities. vii Hawkins, W. (April 30, 2010). Medtronic 2010 Annual Report. Medtronic, Inc. viii Hawkins, W. (April 30, 2010). Medtronic 2010 Annual Report. Medtronic, Inc. ix Roman, D. (May 11, 2011). Medtronic: Omar Ishrak Appointment Looks Positive. Goldman Sachs. x Hawkins, W. (January 28, 2011). Medtronic, Inc. Form 10-Q. Medtronic, Inc. www.sec.gov xi Snyder, S. (November 2010). IBISWorld Industry Report: Medical Device Manufacturing in the U.S. IBISWorld. xii Roman, D. (May 11, 2011). Medtronic: Omar Ishrak Appointment Looks Positive. Goldman Sachs. xiii Simpson, G. (April 8, 2011). Medtronic, Inc.: Initiating Coverage With a Buy. Wunderlich Securities. xiv Hawkins, W. (April 30, 2010). Medtronic 2010 Annual Report. Medtronic, Inc. xv Hawkins, W. (January 28, 2011). Medtronic, Inc. Form 10-Q. Medtronic, Inc. www.sec.gov xvi Simpson, G. (April 8, 2011). Medtronic, Inc.: Initiating Coverage With a Buy. Wunderlich Securities. xvii Snyder, S. (November 2010). IBISWorld Industry Report: Medical Device Manufacturing in the U.S. IBISWorld. xviii Snyder, S. (November 2010). IBISWorld Industry Report: Medical Device Manufacturing in the U.S. IBISWorld. xix Snyder, S. (November 2010). IBISWorld Industry Report: Medical Device Manufacturing in the U.S. IBISWorld. xx Chronic Disease Prevention and Health Promotion. Center for Disease Control and Prevention. http://www.cdc.gov/chronicdisease/. xxi Unknown. (September 2004). Chronic Conditions: Making the Case for Ongoing Care. Johns Hopkins University. xxii Snyder, S. (November 2010). IBISWorld Industry Report: Medical Device Manufacturing in the U.S. IBISWorld. xxiii Snyder, S. (November 2010). IBISWorld Industry Report: Medical Device Manufacturing in the U.S. IBISWorld. xxiv Hawkins, W. (April 30, 2010). Medtronic, Inc. Form 10-K. Medtronic, Inc. www.sec.gov xxv Snyder, S. (November 2010). IBISWorld Industry Report: Medical Device Manufacturing in the U.S. IBISWorld. xxvi Snyder, S. (November 2010). IBISWorld Industry Report: Medical Device Manufacturing in the U.S. IBISWorld. xxvii Snyder, S. (November 2010). IBISWorld Industry Report: Medical Device Manufacturing in the U.S. IBISWorld. xxviii Simpson, G. (April 8, 2011). Medtronic, Inc.: Initiating Coverage With a Buy. Wunderlich Securities. xxix Snyder, S. (November 2010). IBISWorld Industry Report: Medical Device Manufacturing in the U.S. IBISWorld. xxx Snyder, S. (November 2010). IBISWorld Industry Report: Medical Device Manufacturing in the U.S. IBISWorld. xxxi Rubin, J. and Haider, A. (May 1, 2011). Americas: Healthcare: Recent Outperformance of Healthcare: More than just Defensive? Goldman Sachs xxxii Snyder, S. (November 2010). IBISWorld Industry Report: Medical Device Manufacturing in the U.S. IBISWorld. xxxiii Steward, K. (May 25, 2011). Medtronic: Good Riddance FY11; Bar Set Nicely For FY12; Maintain Buy. Deutsche Bank. ii 20