Medtronic 2010 Annual Report Download - page 51

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Medtronic, Inc.
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 30, 2010 and April 24, 2009, and the results of
their operations and their cash flows for each of the three fiscal
years in the period ended April 30, 2010 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 30, 2010, 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 Annual 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 2 to the consolidated financial statements,
in fiscal 2010 the Company retrospectively changed the manner in
which it accounts for certain convertible debt instruments and
share-based payments. Also as discussed in Note 5 to the
consolidated financial statements, in fiscal 2010 the Company
changed the manner in which it accounts for business
combinations. As discussed in Notes 7 and 15 to the consolidated
financial statements, in fiscal 2009 the Company changed the
manner in which it determines fair value in certain situations and
changed the date it uses to measure the funded status of its
defined benefit pension and other postretirement plans. As
discussed in Note 14 to the consolidated financial statements, in
fiscal 2008 the Company changed the manner in which it accounts
for uncertain income taxes.
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 29, 2010
Report of Independent Registered Public Accounting Firm