MDT Medtronic PLC

On March 28, 2017, Medtronic, Inc. issued $150,000,000 aggregate principal amount of 4.625% Senior Notes due 2045 (the “Notes”), in an underwritten offering pursuant to a registration statement on Form S-3 (the “Registration Statement”) (File No. 333-215895) filed with the Securities and Exchange Commission (the “Commission”) on February 6, 2017, and a related prospectus filed with the Commission. The Notes are fully and unconditionally guaranteed (the “Guarantees,” and together with the Notes, the “Securities”) by Medtronic Public Limited Company (“Medtronic plc”) and Medtronic Global Holdings S.C.A. (“Medtronic Luxco”). The Securities were sold pursuant to the terms of an underwriting agreement (the “Underwriting Agreement”) dated as of March 21, 2017, among Medtronic, Inc., Medtronic plc and Medtronic Luxco and Citigroup Global Markets Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC and the other underwriters party thereto. The Underwriting Agreement was separately filed with the Commission on March 22, 2017, as Exhibit 1.2 to Medtronic plc’s Current Report on Form 8-K.

The Securities were issued under an indenture, dated as of December 10, 2014 (the “Base Indenture”), between Medtronic, Inc. and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of December 10, 2014, between Medtronic, Inc. and the Trustee (the “First Supplemental Indenture”), the second supplemental indenture, dated as of January 26, 2015, between Medtronic plc and the Trustee (the “Second Supplemental Indenture”) and the third supplemental indenture, dated as of January 26, 2015, between Medtronic Luxco and the Trustee (the “Third Supplemental Indenture,” and together with the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”).

The Notes will mature on March 15, 2045. Interest on the Notes will be paid semi-annually in arrears on each March 15 and September 15, commencing on September 15, 2017.

At any time prior to March 15, 2045 (the maturity date of the Notes), Medtronic, Inc. will have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, by paying a “make-whole” premium, plus accrued and unpaid interest to, but not including, the date of redemption.

The Notes constitute a further issuance of Medtronic, Inc.’s 4.625% Senior Notes due 2045, of which $4,000,000,000 aggregate principal amount was issued on December 10, 2014 (the “Existing Notes”). The Notes will be general unsecured senior obligations of Medtronic, Inc. and will rank equally in right of payment with all of Medtronic, Inc.’s other existing and future unsecured senior indebtedness, including the Existing Notes, and will rank senior to any subordinated indebtedness that Medtronic, Inc. may incur. The Guarantees will rank equally in right of payment with all of Medtronic plc’s and Medtronic Luxco’s other existing and future unsecured senior indebtedness, including their guarantees of the Existing Notes, and will rank senior to any subordinated indebtedness from time to time outstanding that Medtronic plc or Medtronic Luxco may incur.

Upon the occurrence of an event of default with respect to the Notes, which includes payment defaults, defaults in the performance of certain covenants, and bankruptcy and insolvency related defaults, Medtronic, Inc.’s obligations under the Notes may be accelerated, in which case the entire principal amount of the Notes would be immediately due and payable.

Medtronic plc and its affiliates maintain ordinary banking relationships and credit facilities with Wells Fargo Bank, National Association. In addition, Wells Fargo Bank, National Association is the trustee for certain of Medtronic plc’s affiliates’ other debt

securities, is the transfer agent for Medtronic plc’s ordinary shares, and from time to time provides services relating to Medtronic plc’s investment management, stock repurchase and foreign currency hedging programs. In addition, certain of the underwriters party to the Underwriting Agreement and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for Medtronic plc and its affiliates from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for Medtronic plc in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. Certain of the underwriters or their respective affiliates have been or are lenders under one or more of Medtronic, Inc.’s and Medtronic Luxco’s credit facilities.

The above description of the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture is qualified in its entirety by reference to the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture. The executed versions of the Base Indenture and the First Supplemental Indenture are filed as Exhibits 4.1 and 4.2, respectively, to Medtronic, Inc.’s Current Report on Form 8-K filed with the Commission on December 10, 2014, and each is incorporated by reference into the Registration Statement. The executed versions of the Second Supplemental Indenture and the Third Supplemental Indenture are filed as Exhibits 4.3 and 4.4, respectively, to Medtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, and each is incorporated by reference into the Registration Statement.

In connection with the offering of the Notes, Medtronic plc is filing as Exhibits 5.1, 5.2, 5.3 and 5.4 hereto opinions of counsel addressing the validity of the Notes and the Guarantees and certain related matters. Such opinions are incorporated by reference into the Registration Statement.