Medtronic 2008 Annual Report Download - page 53

To the Shareholders and Board of Directors of Medtronic, Inc.:
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of earnings, shareholders’ equity and
cash flows present fairly, in all material respects, the financial position
of Medtronic, Inc. and its subsidiaries (the Company) at April 25, 2008
and April 27, 2007, and the results of their operations and their cash
flows for each of the three fiscal years in the period ended April 25, 2008
in conformity with accounting principles generally accepted in the
United States of America. Also in our opinion, the Company maintained,
in all material respects, effective internal control over financial reporting
as of April 25, 2008, based on criteria established in Internal Control —
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The Company’s
management is responsible for these financial statements, for
maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management’s Report on
Internal Control over Financial Reporting. Our responsibility is to express
opinions on these financial statements and on the Company’s internal
control over financial reporting based on our integrated audits. We
conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement and whether effective internal control over financial
reporting was maintained in all material respects. Our audits of the
financial statements included examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances.
We believe that our audits provide a reasonable basis for our opinions.
As discussed in Note 12 to the consolidated financial statements, in
2008 the Company changed the manner in which it accounts for
income taxes as a result of adopting the provisions of Financial
Accounting Standards Board Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes.” As discussed in Note 1 to the consolidated
financial statements, in 2007 the Company changed the manner in
which it accounts for share-based compensation and defined benefit
pension and other postretirement plans as a result of adopting the
provisions of Statement of Financial Accounting Standard No. 123
(revised 2004), “Share-Based Payment” and of Statement of Financial
Accounting Standard No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans,” respectively.
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes
those policies and procedures that (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations
of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets
that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
June 19, 2008
Report of Independent Registered Public Accounting Firm
49Medtronic, Inc.