Medtronic 2009 Annual Report Download - page 52

48 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 24, 2009 and April 25, 2008, and the results of
their operations and their cash flows for each of the three fiscal
years in the period ended April 24, 2009 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 24, 2009, 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 Notes 6 and 14 to the consolidated financial
statements, in 2009 the Company changed the manner in which
it determines fair value in certain situations as a result of adopting
the required provisions of Statement of Financial Accounting
Standard (SFAS) No. 157, “Fair Value Measurements” and changed
the date it uses to measure the funded status of its defined
benefit pension and other postretirement plans as a result of
adopting the remaining provisions of SFAS No. 158, “Employers’
Accounting for Defined Benefit Pension and Other Postretirement
Plans.” As discussed in Note 13 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.”
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 18, 2009
Report of Independent Registered Public Accounting Firm