X0202 4 2006-08-31 0000064670 MEDTRONIC INC MDT 0001278408 POZEN ROBERT C MFS INVESTMENT MANAGEMENT 500 BOYLSTON ST BOSTON MA 02116 1 0 0 0 Common Stock 2006-08-31 4 A 0 1567.205 44.6655 A 22662.031 D Common Stock 4700 I by Trust Phantom Stock 2006-08-31 4 A 0 746.2687 46.9 A Common Stock 746.2687 1077.5796 D Stock Options (Right to buy) 46.91 2006-09-01 4 A 0 1493 0 A 2006-09-01 2016-09-01 Common Stock 1493 1493 D Deferred units acquired under the Medtronic, Inc. Outside Director Compensation Plan to be settled in Medtronic common stock upon the director's resignation or retirement in an election of lump sum or 5 annual payments. Each share of phantom stock represents the right to receive the cash value of one share of MDT common stock. Shares of phantom stock and dividend equivalents are payable in cash upon retirement or the reporting person's termination. The reporting person may transfer his phantom stock account into an alternative investment account at any time. This balance increased by 9.688 shares due to exempt dividend equivalent transactions. Keyna P. Skeffington, Attorney-in-fact 2006-09-05