Form 425 - Warren-Stockholm Marketing
Stockholm Investor Meetings
August 29, 2014
Ryan Weispfenning
Senior Director, Investor Relations
ryan.weispfenning@medtronic.com
Jeff Warren
Vice President, Investor Relations
jeff.warren@medtronic.com
Filed by Medtronic, Inc. (SEC File No.: 001-07707)
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Covidien plc
Form S-4 File No.: 333-197406
Date: August 29, 2014

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Medtronic Positioned to Execute
Creating Long-Term Value in Healthcare
Improving operational execution to
deliver consistent results
Uniquely positioned to expand our
market-leading franchises through
three differentiated strategies:
Combining reliable performance with
disciplined capital allocation to create
long-term shareholder value
1.
Therapy Innovation: Delivering strong
launch cadence of meaningful
therapies and procedures
2.
Globalization: Addressing the inequity
in healthcare access globally
3.
Economic Value: Becoming a leader
in value-based healthcare by
incorporating EV into our DNA

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Medtronic Today
CoreValve
Evolut™
R
MiniMed®
530G
Viva™
CRT-D
Advisa MRI™
Cardiac and
Vascular Group
Restorative
Therapies Group
Diabetes
Resolute
Integrity™
Endurant®
II
PVAC®
GOLD
Solera®
Milestone
Knee™
Restore®
Sensor
PEAK®
PlasmaBlade
FY14
Revenue:
$17.0B
Pumps and Sensors
TAVR
Atrial
Fibrillation
Pacing
Defibrillation
DES
AAA
Core Spine
Pain Stim
Ortho
Advanced
Energy
1.       On a constant currency basis. Reflects Medtronic on a stand-alone
MDT Financial Formula
Revenue
Growth
1
Mid-Single
Digits
Operating &
Financial
Leverage
EPS Growth
1
200 –
400 bps
Faster than
Revenue
Dividend Yield
~200 bps
Total
Shareholder
Return
High-Single to
Double Digits
basis and does not include Covidien.
AAA

Adjusted
EPS
Delivering on Commitments
And Strengthening our Competitive Position
Highlights
FY14
Actual
FY14       
Guidance
Free Cash
Flow
Revenue
Growth
+3 -
4%
$4 -
$4.5B
+3.6%
$4.6B
$3.80 -
$3.85
$3.82
Returned 50%+ to shareholders
$2.6B share repurchases
50bps of operating leverage
FY14 Emerging Markets growth of 14%
Meaningful product launches including      
the MiniMed®
530G, Reveal LINQ       
and CoreValve®
Established Cardiocom®
and Cath Lab
Managed Services (CLMS) as future
growth platforms
Effective tax management
Unhedged currency and U.S.            
device tax
1.
On an operational basis.    
2.
Non-GAAP diluted EPS.    
3.
Free cash flow defined as operating cash flow minus capital expenditures.
Note:  All revenue figures assume constant currency.  Non-GAAP reconciliation available in Appendix & on Medtronic’s website at www.medtronic.com
2
3
TM
1
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Medtronic Q1 FY15 Financial Results
Reported on August 19, 2014
•
Overall, Q1 represented balanced
growth, with strong performances in
some areas offset by challenges in
others
•
US markets driving growth: grew
+6%, the highest growth in the US in
5 years
•
New therapies contributed 200bps
to overall growth driven by Reveal
LINQ, CoreValve, and MiniMed 530G
•
Our robust pipeline will contribute
significantly to our future growth
•
Breadth and scale having an
increasing advantage:  Focused on
New Therapies, Economic Value, and
Globalization
Revenue
$4.3 billion
% Growth, as reported
+5%
% Growth, constant FX
+4%
GAAP Net Earnings
$871 million
% Growth
-9%
GAAP Diluted EPS
$0.87
% Growth
-6%
Non-GAAP Net Earnings
$934 million
% Growth
+4%
Non-GAAP Diluted EPS
$0.93
% Growth
+6%
Cash EPS
$0.99
% Growth
+5%
1  On a constant currency basis
Note:  Non-GAAP reconciliation available in Appendix & on Medtronic’s website
at www.medtronic.com
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Therapy
Innovation
Globalization
Economic
Value
GROWTH VECTOR #1:
GROWTH VECTOR #2:
GROWTH VECTOR #3:
Medtronic Growth Strategies
Strategies to Address Universal Healthcare Needs
Strong upcoming
launch cadence of
innovative
therapies
Unlocking massive
opportunity for
existing therapies
in emerging
markets
Leading industry
shift to value-
based healthcare
with new services
& solutions
Sources of Growth
New Therapies
Emerging
Markets
Integrated Health
Solutions
Medtronic
Strategies
Operational
Execution
Universal  
HC Needs
Improve
clinical
outcomes
Expand 
access
Optimize cost
and efficiency

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Growth Vector #1: New Therapies
Reveal LINQ™
WW: Launching
IN.PACT®
Admiral®
SFA
US: By end of FY15
Micra™
CE Mark: By end of FY15
FY15
Nuvent™
Balloon
WW: Launching
Prestige LP™
US: Launching
CoreValve®
High Risk
US: Launching
Resolute Onyx™
CE: H2 FY15
FY16
O-arm®
2.0
WW: H2 FY15
Attain®
Performa™
Quad
US: Launching
Select
Launches
Medtronic R&D Pipeline
1
Evolut™
R
CE Mark: FY15
Next-Gen Interbodies
WW: H2 FY15
MiniMed®
640G
WE: FY15
1.
Reflects Medtronic on a stand-alone basis and does not include Covidien. 
200 projects worth $30B+ in
incremental revenue over
next 5 years

1.       Moving Medtronic therapy penetration from EM level (11%) to Developed
Market levels (24%) in population that can afford the therapy. Reflects
Medtronic on a stand-alone basis and does not include Covidien. 
EM Premium:
Attractive Opportunity
•
Technology already exists
•
Out-of-pocket payment or
reimbursement established
•
Comparable margins to
developed markets
•
~$5B annual opportunity
Premium
Premium
Value
Value
Underserved
Underserved
•
Increased investment
•
BU and region alignment and
responsibility
Enhanced Focus &
Resources
•
Large scale private partnerships
•
Channel optimization
•
Public partnerships
Smarter Deployment /
Targeting
•
Aligning around customers
•
Granular focus within
countries
Go Beyond Market
Development
1
2
3
$475
+16
%
CAG
R
$638
EM SG&A Spend
Millions
~2,600
+33
%
CAG
R
~4,60
0
EM Headcount
Making Changes to Realize Opportunity
Growth Vector #2: Emerging Markets
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1

Growth Vector #3:
Integrated Health Solutions
Examples
Quantifying Value &
Expanding Offerings
Quantifying Value &
Expanding Offerings
Understand
Economic Value of
Innovation
Surgical Synergy
SM
Broaden Innovation
Time Horizon to
Ensure Value is
Realized
Collaborate and
Generate New
Business Models
Core Therapies
Wrap-Around
Services
Integrated Health
Solutions
Cath Lab
Cath Lab
Managed Services
Managed Services
•
AdaptivCRT®
•
SmartShock®
T2 Diabetes
Partnership
Rethinking Blood
Conservation (RBC®)
Bundled  Payment
Pilots
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Growth Vectors Expected to
Deliver Mid-Single Digit Growth
Sources of Growth
GROWTH VECTOR #1
New
Therapies
GROWTH VECTOR #2
Emerging
Markets
GROWTH VECTOR #3
Integrated
Health Solutions
FY14 MDT
Growth
Contribution
180 bps
145 bps
30 bps
FY15E  MDT
Growth / Contribution
+150 to 350 bps
+150 to 200 bps
+40 to 60 bps
Low-
to
Mid-Single
Mid-Teens
Double
to Triple
FY14 to FY15
Change
Mid-Term
Expectations
-30 to
+170 bps
+5 to 55 bps
+10 to 30 bps
+150 to 350 bps
+150 to 200 bps
+50 to 100 bps
TOTAL
MEDTRONIC
3.6%
3-5%
FY15 Revenue Outlook
-15 to
+255 bps
Mid-Single
Digit Growth
Note: All revenue estimates assume constant currency. Reflects Medtronic
on a stand-alone basis and does not include Covidien.  Non-GAAP
reconciliation available in Appendix & on Medtronic’s website at
www.medtronic.com
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•
Defensive:
Mitigate
pricing
pressure
&
maintain 75-76%
1
gross margins
•
Offensive:
Enable
product
tiering
&
support value segment expansion
Accomplished
Maintained
Gross Margins
Executing on Operating Expense
Reduction Initiatives
•
FY12
–
FY14:
~30
bps
reduction
•
FY15E
:
50 to 70 bps reduction
Improve efficiency & drive SG&A
leverage while investing in EM
1.
Forecast given on an operational basis. Reflects Medtronic on a stand-alone basis and does not include
Covidien.
DRM
Mfg./Supply
Chain
New Product
Architectures
FY13-FY17:
~$1.2B
FY08-FY12:
$1B
•
FY14:
8.7%
of
revenue
•
FY15E:
8.5%
•
Shift to enhance quality systems, productivity improvements,
economic value prioritization, offsets to medical device tax
Roughly maintain level of R&D
spending going forward
Process
PRODUCT COST REDUCTION
SG&A OPERATING LEVERAGE
R&D
1

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•
S&P 500 Dividend Aristocrat
Index member; 35 years of
consecutive dividend increases
•
Dividend more than doubled
over the past 5 years
•
Over $1 billion in dividend
payments in FY14
•
Payout ratio of ~30%
1
•
Repurchased 15% of our shares
over the past 5 years
•
Over $1.2 billion in share
repurchases in FY14
•
Going forward, expect share
repurchase to add ~200 bps to
EPS growth annually
DIVIDENDS
SHARE REPURCHASE
Rewarding Shareholders with Distributions
Cash Priorities to Shareholders Overview
~940M
-7%
-9%
1
1.
Non-GAAP calculation based on annualized Medtronic quarterly dividend payment of $0.305 per share as announced on June 16, 2014. 
Reflects Medtronic on a stand-alone basis and does not include Covidien.
Note:  Non-GAAP reconciliation available in Appendix & on Medtronic’s website at www.medtronic.com
$0.00
$0.40
$0.80
$1.20
FY00
FY01
FY02
FY03
FY04
FY05
FY06
FY07
FY08
FY09
FY10
FY11
FY12
FY13
FY14
FY15E
900
1,000
1,100
1,200
FY11
FY12
FY13
FY14
FY15E
FY16E
FY17E
FY18E

Generating Significant Free Cash Flow
$25B+
•
Expected adjusted FCF generation over next 5 years equal to
40%
of
current
market
cap
1
•
Consistently generate > 20% FCF / revenue
•
Returning 50%+ of FCF to shareholders
•
Remain focused on improving U.S. cash
1.         Based on Medtronic market capitalization as of July 29. 2014. 
Note: Non-GAAP reconciliation available in Appendix & on Medtronic’s website at www.medtronic.com
Adjusted free cash flow is operating cash flow minus capital expenditures.  Excludes certain litigation
payments. Reflects Medtronic on a stand-alone basis and does not include Covidien. 
FY10-FY14
FY15-FY19E
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21B
$

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Commitment to Return 50% of
Free Cash Flow
1
40%
$ Billions
Corporate Use
Return to
Shareholders
~$25B+
$12.5B+
$62B
$12.5B+
Buybacks
Dividends
$12.5B+
O.U.S.
Cash
U.S.
Cash
2.         Based on Medtronic market capitalization as of July 29, 2014.
0
20
40
60
Current Market Cap
Expected Free Cash Flow,
Next 5 Years
Expected Capital
Deployment, Next 5 Years
Expected Return to
Shareholders, Next 5 Years
2
2
1.       
Adjusted free cash flow is operating cash flow minus capital expenditures.  
Excludes certain litigation payments. Reflects Medtronic on a stand-alone 
basis and does not include Covidien. 

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Covidien Overview
Highly Strategic and Compelling Acquisition
•
Accelerates Medtronic’s three core strategies of Therapy Innovation, Globalization, and
Economic Value
•
Covidien’s impressive portfolio of industry-leading products enhances Medtronic’s
portfolio, offers greater breadth across clinical areas, and creates exciting entry
points into new therapies
•
Combination of Covidien’s extensive emerging market R&D and manufacturing
with Medtronic’s well-established clinical expertise can be applied across a much
broader product offering
•
Covidien’s hospital efficiency technology enhances Medtronic’s ability to deliver
Economic Value to create a robust and unmatched Integrated Health franchise
•
Extremely attractive financially:  Double-digit hurdle rate with achievable cost synergies
•
Combined
company
expected
to
generate
significant
free
cash
flow
with
greater
deployment
flexibility
Creates the Premier Global Medical Technology and Services Company with
Comprehensive Product Portfolio and Broad Global Reach

Combination Results in Strategic
Diversification
COVIDIEN REVENUE
PRO FORMA REVENUE
$17.0B
$10.4B
$27.4B
CRDM
Advanced
Surgical
Ortho/Spine
Peripheral &
Endovascular
Neuro
Coronary
Diabetes
Structural Heart
General
Surgical
Patient Care
Nursing Care
Patient Monitoring
Neurovascular
MEDTRONIC FY14 REVENUE
Airway &
Vent
1.          Based on last 12 months, ended March 28, 2014.
29.4%
10.3%
7.1%
5.3%
17.9%
11.2%
9.2%
9.7%
CRDM
Coronary
Structural Heart
Endo
Ortho/Spine
Neuro
Surgical Tech
Diabetes
31.9%
15.2%
11.8%
10.2%
9.8%
9.5%
7.3%
4.3%
Advanced Surgical
General Surgical
Peripheral Vascular
Patient Care
Nursing Care
Patient Monitoring
Airway & Vent
Neurovascular
18.2%
17.8%
11.1%
7.7%
6.9%
6.4%
6.1%
5.8%
4.4%
3.9%
3.7%
3.6%
2.8%
1.6%
1
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Covidien Transaction Summary
•
Acquisition of Covidien for $42.9 billion in cash ($16.1 billion) and Medtronic
stock ($26.8 billion  based on Medtronic’s closing stock price on June 13, 2014,
the last trading day prior to the announcement of the acquisition)
–
Covidien shareholders to own ~30% of the combined company at
closing
–
Cash consideration to be funded by ~$3 billion in new debt and ~$13
billion in cash and investments
–
Medtronic to assume ~$5 billion of Covidien debt
•
Represents per share consideration for Covidien shareholders of:
–
$35.19 in cash and 0.956 shares of new Medtronic shares
•
Offer represents a 29% premium to last closing share price on June 13, 2014
Transaction
Terms
Transaction
Structure
•
Formation of newly domiciled Irish entity; current headquarter operations
remain intact in Minnesota
•
Transaction taxable, for U.S. federal income tax purposes, to Medtronic and
Covidien shareholders
Timing
•
Closing expected in fourth calendar quarter of 2014 or early 2015
•
Subject to regulatory approvals
•
Subject to Medtronic and Covidien shareholder approvals

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Revenue Growth
•
Much stronger platform for diversified growth
•
Significant revenue synergy potential from
cross-selling
Cost Synergies
•
At least $850 million pre-tax; quickly achievable
•
Back office optimization, manufacturing &
supply chain infrastructure, and certain G&A
savings
EPS Impact
•
Cash EPS accretive in FY16
•
Significant cash EPS accretion thereafter
•
GAAP EPS accretion by FY18
Balance Sheet
Implications
•
Significantly expands access to capital
•
Committed to Tier 1 commercial paper rating
Leverage
•
2.3x pro forma debt to EBITDA at closing
Capital Allocation
Policy
•
Solidifies commitment to return 50% of free
cash flow with more flexibility going forward
COMPELLING FINANCIAL IMPACT
Driving significant shareholder returns
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Medtronic Positioned to Execute
Creating Long-Term Value in Healthcare
•
Improving operational execution to
deliver consistent results
•
Uniquely positioned to expand our
market-leading franchises through
three differentiated strategies:
1.
Therapy Innovation: Delivering strong
launch cadence of meaningful
therapies and procedures
2.
Globalization: Addressing the inequity
in healthcare access globally
3.
Economic Value: Becoming a leader
in value-based healthcare by 
incorporating EV into our DNA
•
Combining reliable performance with
disciplined capital allocation to create
long-term shareholder value

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Key Websites
•
Global
MedTech
Leader:
http://www.globalmedtechleader.com
•
Medtronic
Investor
Relations:
http://investorrelations.medtronic.com
Medtronic –
Covidien Key Facts
Additional Resources

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Disclaimers
NO OFFER OR SOLICITATION
IMPORTANT ADDITIONAL INFORMATION
PARTICIPANTS IN THE SOLICITATION
Medtronic Holdings, Limited, which will be renamed Medtronic plc (“New Medtronic”) has filed with the Securities and Exchange Commission (the
“SEC”) a registration statement on Form S-4 that includes the preliminary Joint Proxy Statement of Medtronic, Inc. (“Medtronic”) and Covidien plc
(“Covidien”) that also constitutes a preliminary Prospectus of New Medtronic. The registration statement is not complete and will be further amended.
Medtronic and Covidien plan to make available to their respective shareholders the final Joint Proxy Statement/Prospectus (including the Scheme) in
connection with the transactions.  INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING THE SCHEME) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT MEDTRONIC, COVIDIEN, NEW MEDTRONIC, THE TRANSACTIONS AND
RELATED MATTERS.  Investors and security holders are able to obtain free copies of the preliminary Joint Proxy Statement/Prospectus (including the
Scheme) and other documents filed with the SEC by New Medtronic, Medtronic and Covidien through the website maintained by the SEC at
www.sec.gov. In addition, investors and shareholders are able to obtain free copies of the preliminary Joint Proxy Statement/Prospectus (including the
Scheme) and other documents filed by Medtronic and New Medtronic with the SEC by contacting Medtronic Investor Relations at
investor.relations@medtronic.com or by calling  763-505-2696, and will be able to obtain free copies of the preliminary Joint Proxy
Statement/Prospectus (including the Scheme) and other documents filed by Covidien by contacting Covidien Investor Relations at
investor.relations@covidien.com or by calling 508-452-4650.
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the acquisition, the merger or
otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Medtronic, New Medtronic and Covidien and certain of their respective directors and executive officers and employees may be considered participants
in the solicitation of proxies from the respective shareholders of Medtronic and Covidien in respect of the transactions contemplated by the Joint Proxy
Statement/Prospectus. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the
respective shareholders of Medtronic and Covidien in connection with the proposed transactions, including a description of their direct or indirect
interests, by security holdings or otherwise, will be set forth in the final Joint Proxy Statement/Prospectus when it is filed with the SEC. Information
regarding Medtronic’s directors and executive officers is contained in Medtronic’s Annual Report on Form 10-K for the fiscal year ended April 25, 2014
and its Proxy Statement on Schedule 14A, dated July 11, 2014, which are filed with the SEC.  Information regarding Covidien’s directors and executive
officers is contained in Covidien’s Annual Report on Form 10-K for the fiscal year ended September 27, 2013 and its Proxy Statement on Schedule 14A,
dated January 24, 2014, which are filed with the SEC.

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Disclaimers (cont’d)
Cautionary Statement Regarding Forward-Looking Statements 
Statements contained in this communication that refer to New Medtronic’s, Medtronic's and/or Covidien’s estimated or anticipated future results, including estimated
synergies, or other non-historical facts are forward-looking statements that reflect Medtronic's and/or Covidien’s current perspective of existing trends and
information as of the date of this communication. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,”
“should,” “estimate,” “expect,” “forecast,” “outlook,” “guidance,” “intend,” “may,” “might,” “will,” “possible,” “potential,” “predict,” “project,” or other similar words,
phrases or expressions.  It is important to note that these goals and expectations are not predictions of actual performance.  Actual results may differ materially from
current expectations depending upon a number of factors affecting New Medtronic's business, Medtronic's business, Covidien’s business and risks associated with the
proposed transactions. These factors include, among others, the inherent uncertainty associated with financial projections; restructuring in connection with, and
successful close of, the Covidien acquisition; subsequent integration of the Covidien acquisition and the ability to recognize the anticipated synergies and benefits of
the Covidien acquisition; the risk that the required regulatory approvals for the proposed transactions are not obtained, are delayed or are subject to conditions that
are not anticipated; the anticipated size of the markets and continued demand for Medtronic's and Covidien's products; the impact of competitive products and
pricing; access to available financing (including financing for the acquisition or refinancing of Medtronic or Covidien debt) on a timely basis and on reasonable terms;
the risks of fluctuations in foreign currency exchange rates; the risks and uncertainties normally incident to the medical device industry, including competition in the
medical device industry; product liability claims; the difficulty of predicting the timing or outcome of pending or future litigation or government investigations;
variability of trade buying patterns; the timing and success of product launches; the difficulty of predicting the timing or outcome of product development efforts and
regulatory agency approvals or actions, if any; potential for adverse pricing movement; costs and efforts to defend or enforce intellectual property rights; difficulties or
delays in manufacturing; reduction or interruption in supply; product quality problems; the availability and pricing of third-party sourced products and materials; risks
associated with self-insurance and commercial insurance; successful compliance with governmental regulations applicable to New Medtronic’s, Medtronic's and
Covidien's facilities, products and/or businesses; changes in the laws and regulations, affecting among other things, pricing and reimbursement of pharmaceutical
products; health care policy changes; risks associated with international operations; changes in tax laws or interpretations that could increase New Medtronic's, 
Medtronic’s and/or Covidien’s consolidated tax liabilities, including, if the transaction is consummated, changes in tax laws that would result in New Medtronic being
treated as a domestic corporation for United States federal tax purposes; the loss of key senior management or scientific staff; and such other risks and uncertainties
detailed in Medtronic's periodic public filings with the SEC, including but not limited to Medtronic's Annual Report on Form 10-K for the fiscal year ended April 25, 
2014, in Covidien’s periodic public filings with the SEC, including but not limited to Covidien’s Annual Report on Form 10-K for the fiscal year ended September 27,
2013, and from time to time in Medtronic's and Covidien’s other investor communications.  Except as expressly required by law, each of New Medtronic and
Medtronic disclaims any intent or obligation to update or revise these forward-looking statements.
Statement Required by the Irish Takeover Rules
The directors of Medtronic accept responsibility for the information contained in this document.  To the best of the knowledge and belief of the directors of Medtronic
(who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit
anything likely to affect the import of such information.
NO PROFIT FORECAST / ASSET VALUATIONS
No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or
earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Medtronic or Covidien or New Medtronic as
appropriate. No statement in this announcement constitutes an asset valuation.

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Non-GAAP Reconciliation Tables
Stockholm Investor Meetings
August 29, 2014

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2014
Non-GAAP Reconciliation Tables
Stockholm Investor Meetings
August 29, 2014

24
|
Stockholm
Investor
Meetings
•
August
29,
2014
Non-GAAP Reconciliation Tables
Stockholm Investor Meetings
August 29, 2014

25
|
Stockholm
Investor
Meetings
•
August
29,
2014
Non-GAAP Reconciliation Tables
Stockholm Investor Meetings
August 29, 2014

26 | Stockholm
Investor
Meetings
•
August
29,
2014
Non-GAAP Reconciliation Tables
Stockholm Investor Meetings
August 29, 2014