Obligation St. Jude Medical 2.5% ( US790849AH69 ) en USD

St. Jude Medical

100 % ⇌

Etas-Unis

US790849AH69 ( en USD )

2.5% par an ( paiement semestriel )

15/01/2016 - Obligation échue

Prospectus brochure de l'obligation St. Jude Medical US790849AH69 en USD 2.5%, échue

1 000 USD

500 000 000 USD

790849AH6

A- ( Qualité moyenne supérieure )

Baa2 ( Qualité moyenne inférieure )

St. Jude Medical, racheté par Abbott en 2017, était un fabricant américain d'appareils médicaux spécialisé dans les dispositifs cardiaques, notamment les stimulateurs cardiaques, les défibrillateurs et les valves cardiaques.

L'Obligation émise par St. Jude Medical ( Etas-Unis ) , en USD, avec le code ISIN US790849AH69, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2016

L'Obligation émise par St. Jude Medical ( Etas-Unis ) , en USD, avec le code ISIN US790849AH69, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par St. Jude Medical ( Etas-Unis ) , en USD, avec le code ISIN US790849AH69, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Page 1 of 93
424B5 1 stjude105988s1_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-160726
Proposed
Proposed
Title of Each Class of
Maximum
Maximum
Securities
Amount to Be
Offering Price
Aggregate
Amount of
to Be Registered
Registered
Per Unit
Offering Price
Registration Fee (1)
2.500% Senior Notes due 2016
$500,000,000
99.907%
$499,535,000
$35,650.00

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

Prospectus Supplement
December 1, 2010
(To Prospectus dated July 22, 2009)
$500,000,000

St. Jude Medical, Inc.
2.500% Senior Notes due 2016

We are offering $500,000,000 principal amount of 2.500% Senior Notes due 2016, which we refer to in this prospectus supplement as the "notes." The notes will
mature on January 15, 2016. We will pay interest on the notes on January 15 and July 15 of each year, commencing on July 15, 2011. We may redeem some or all of the
notes at any time and from time to time at the applicable redemption price described under "Description of the Notes Optional Redemption."
The notes will be our senior unsecured obligations and will rank equally with all our other senior unsecured indebtedness from time to time outstanding.
The notes will not be listed on any securities exchange. There are currently no public markets for the notes.
See "Risk Factors" on page S-5 of this prospectus supplement to read about certain risks you should consider before investing in the notes.

Per Note
Total
Public Offering Price(1)

99.907%
$ 499,535,000
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Underwriting Discount

0.60%
$
3,000,000
Proceeds to us (before expenses)(1)

99.307%
$ 496,535,000

(1) Plus accrued interest, if any, from December 6, 2010, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be delivered in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants on or about December
6, 2010.
Joint Book-Running Managers

BofA Merrill Lynch
Mitsubishi UFJ Securities
Wells Fargo Securities

Co-Managers

RBS Fifth Third Securities PNC Capital Markets LLC US Bancorp Handelsbanken Capital Markets

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TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-i
WHERE YOU CAN FIND MORE INFORMATION

S-i
SUMMARY

S-1
RISK FACTORS

S-5
FORWARD-LOOKING STATEMENTS

S-18
USE OF PROCEEDS

S-20
CAPITALIZATION

S-21
DESCRIPTION OF THE NOTES

S-22
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

S-27
UNDERWRITING

S-29
LEGAL MATTERS

S-30
EXPERTS

S-30

Prospectus

ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

1
FORWARD-LOOKING STATEMENTS

2
ST. JUDE MEDICAL, INC.

3
RISK FACTORS

3
USE OF PROCEEDS

3
RATIO OF EARNINGS TO FIXED CHARGES

4
DESCRIPTION OF SECURITIES

4
DESCRIPTION OF DEBT SECURITIES

5
DESCRIPTION OF CAPITAL STOCK

13
DESCRIPTION OF WARRANTS

16
DESCRIPTION OF SUBSCRIPTION RIGHTS

17
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

18
PLAN OF DISTRIBUTION

19
LEGAL MATTERS

21
EXPERTS

21

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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission (the
"SEC") using a shelf registration process. Under the shelf registration process, we may offer from time to time (i) debt securities, (ii) preferred stock, (iii) common stock,
(iv) warrants to purchase debt securities, preferred stock, common stock or other securities, (v) subscription rights to purchase debt securities, preferred stock, common
stock or other securities, (vi) stock purchase contracts obligating holders to purchase from or sell to us common stock or preferred stock at a future date or dates, and (vii)
stock purchase units. In the accompanying prospectus, we provide you with a general description of the securities we may offer from time to time under our shelf
registration statement. In this prospectus supplement, we provide you with specific information about the notes that we are selling in this offering. Both this prospectus
supplement and the accompanying prospectus include important information about us, our debt securities and other information you should know before investing. This
prospectus supplement also adds, updates and changes information contained in the accompanying prospectus. You should read both this prospectus supplement and the
accompanying prospectus as well as additional information described under "Where You Can Find More Information" included elsewhere in this prospectus supplement
before investing in the notes.
You should rely only on the information incorporated by reference or contained in this prospectus supplement and the accompanying prospectus. Neither we nor the
underwriters have authorized anyone to provide you with additional or different information. If anyone provided you with additional or different information, you should
not rely on it. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that
the information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective
dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. These reports, proxy statements and other information can be
read and copied at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about
the public reference room. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding
companies that file electronically with the SEC, including us. These reports, proxy statements and other information can also be read at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005 or on our internet site at http://www.sjm.com. Information on our website is not incorporated into this prospectus
supplement or the accompanying prospectus.
The SEC allows us to "incorporate by reference" information into this prospectus supplement, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement and the
accompanying prospectus, except for any information superseded by information contained directly in this prospectus supplement or any subsequently filed document
deemed incorporated by reference. This prospectus supplement incorporates by reference the documents set forth below that we have previously filed with the SEC (other
than information deemed furnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 of Form 8-K):

·
Annual Report on Form 10-K for the fiscal year ended January 2, 2010 (filed with the SEC on March 2, 2010);

·
Quarterly Reports on Form 10-Q for the quarterly periods ended April 3, 2010 (filed with the SEC on May 4, 2010); July 3, 2010 (filed with the SEC on
August 11, 2010); and October 2, 2010 (filed with the SEC on November 10, 2010);

·
Current Reports on Form 8-K filed with the SEC on January 15, 2010; January 25, 2010; March 15, 2010; March 19, 2010; May 7, 2010; October 18,
2010; October 26, 2010; and November 19, 2010;

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·
Definitive Proxy Statement on Schedule 14A filed with the SEC on March 23, 2010; and

·
The description of our common stock contained in a registration statement on Form 8-A, filed with the SEC on November 8, 1996 under the Securities
Exchange Act of 1934 (the "Exchange Act") and in any other registration statement or report filed by us under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and before the termination
of the offering shall also be deemed to be incorporated herein by reference.
We will provide without charge upon written or oral request to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of
the documents which are incorporated by reference into this prospectus supplement but not delivered with this prospectus supplement (other than exhibits to those
documents unless such exhibits are specifically incorporated by reference into this prospectus supplement). Requests should be directed to St. Jude Medical, Inc., Attn:
Investor Relations, One St. Jude Medical Drive, St. Paul, Minnesota 55117, or made by calling (800) 328-9634.
S-i
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SUMMARY
This summary highlights selected information more fully described elsewhere in this prospectus supplement and the accompanying prospectus. This summary
does not contain all of the information you should consider before investing in the notes. You should read this prospectus supplement, the accompanying prospectus,
any free writing prospectus and the documents incorporated by reference herein and therein carefully, especially the risks of investing in the notes discussed in
"Risk Factors" below and in the incorporated documents.
In this prospectus supplement, except as otherwise indicated, "St. Jude Medical," "St. Jude," "the Company," "we," "our," and "us" refer to St. Jude
Medical, Inc. and its subsidiaries.
Our Company
Our business is focused on the development, manufacture and distribution of cardiovascular medical devices for the global cardiac rhythm management,
cardiology, cardiac surgery and atrial fibrillation therapy areas and implantable neurostimulation medical devices for the management of chronic pain. We sell our
products in more than 100 countries around the world. Our largest geographic markets are the United States, Europe, Japan and Asia Pacific. Our four operating
segments are Cardiac Rhythm Management ("CRM"), Cardiovascular ("CV"), Atrial Fibrillation ("AF") and Neuromodulation ("NMD"). Our principal products in
each operating segment are as follows: CRM tachycardia implantable cardioverter defibrillator systems and bradycardia pacemaker systems (pacemakers); CV
vascular closure devices, heart valve replacement and repair products and pressure measurement guidewires; AF electrophysiology introducers and catheters,
advanced cardiac mapping, navigation and recording systems and ablation systems; and NMD neurostimulation devices.
On November 18, 2010, following an exchange offer that expired on November 17, 2010, we successfully completed our acquisition of AGA Medical
Holdings, Inc. ("AGA"). Pursuant to an agreement and plan of merger and reorganization, 50% of the AGA shares surrendered in the exchange offer were converted
into the right to receive $20.80 in cash, without interest, and 50% of the AGA shares surrendered in the exchange offer were converted into the right to receive 0.54
shares of our common stock per share of AGA common stock. As of November 17, 2010, AGA had 50,279,409 shares of common stock outstanding. As a result of
the exchange offer in connection with the acquisition, we issued approximately 13.3 million shares of our common stock and paid approximately $510.5 million in
cash consideration for the shares tendered in connection with the acquisition and will issue additional consideration with respect to the approximately 1.2 million
shares of AGA common stock not tendered in the exchange offer.
Our principal executive offices are located at One St. Jude Medical Drive, St. Paul, Minnesota 55117. Our telephone number at that address is (651) 756-2000.
S-1
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The Offering

Issuer
St. Jude Medical, Inc., a Minnesota corporation.

Securities Offered
$500,000,000 aggregate principal amount of 2.500% Senior Notes due 2016.

Maturity
The notes will mature on January 15, 2016.

Interest Payment Dates
We will pay interest on the notes on January 15 and July 15 of each year, commencing on July 15, 2011.

Interest Rate
The notes will bear interest at 2.500% per year.

Optional Redemption
We may redeem the notes, in whole or in part, at any time and from time to time at the applicable redemption
price described herein under "Description of the Notes -- Optional Redemption."

Change of Control Offer
If we experience a "Change of Control Triggering Event" (as defined in "Description of the Notes -- Change
of Control Offer"), we will be required, unless we have exercised our option to redeem the notes, to offer to
purchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid
interest to the date of repurchase. See "Description of the Notes -- Change of Control Offer."

Certain Covenants
The indenture governing the notes contains certain restrictions, including a limitation that restricts our ability
and the ability of certain of our subsidiaries to create or incur secured indebtedness, enter into sale and
leaseback transactions and consolidate, merge or transfer all or substantially all of our assets and the assets of
our subsidiaries. See "Description of Debt Securities -- Certain Covenants" in the accompanying prospectus.

Events of Default
In addition to the Events of Defaults set forth under "Description of Debt Securities -- Defaults and
Remedies" in the accompanying prospectus, the term "Event of Default" includes, with respect to the notes,
the occurrence with respect to any debt of the Company in an aggregate principal amount of $75,000,000 or
more of (i) an event of default that results in such debt becoming due and payable prior to its scheduled
maturity (after giving effect to any applicable grace period) or (ii) the failure to make any payment when due
(including any applicable grace period), which results in the acceleration of the maturity of such indebtedness,
in each case without such acceleration having been rescinded, annulled or otherwise cured. See "Description
of the Notes -- Events of Default."

Ranking
The notes will be our senior unsecured obligations and will rank equally with all our other senior unsecured
indebtedness, including all other unsubordinated notes issued under the indenture, from time to time
outstanding. The indenture provides for the issuance from time to time of senior unsecured indebtedness by us
in an unlimited amount. See "Description of the Notes -- Ranking."

Form and Denomination
The notes will be issued in fully registered form in denominations of $1,000 and in integral multiples of
$1,000 in excess thereof.

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DTC Eligibility
The notes will be represented by global certificates deposited with, or on behalf of, The Depository Trust
Company, which we refer to as DTC, or its nominee. See "Description of the Notes -- Book-Entry; Delivery
and Form of Notes."

Use of Proceeds
We expect to receive net proceeds, after deducting underwriting discounts and estimated offering expenses, of
approximately $495,535,000 from this offering. We intend to use the net proceeds of this offering for general
corporate purposes, which may include the repayment of certain of our existing indebtedness and the
repurchase of our outstanding common stock pursuant to our authorized share repurchase program. See "Use
of Proceeds."
S-2
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Risk Factors
You should carefully read and consider the information set forth in the section entitled "Risk Factors"
beginning on page S-5 of this prospectus supplement and the risk factors set forth in our Quarterly Report on
Form 10-Q for the quarterly period ended October 2, 2010, before investing in the notes.

No Listing of the Notes
We do not intend to apply to list the notes on any securities exchange or to have the notes quoted on any
automated quotation system.

Governing Law
The notes will be, and the indenture is, governed by the laws of the State of New York.

Trustee, Registrar and Paying Agent
U.S. Bank National Association.
S-3
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Summary Financial Data
The following summary financial data for the fiscal years ended January 2, 2010, January 3, 2009 and December 29, 2007 are derived from our audited
consolidated financial statements. The summary financial data for the nine months ended October 2, 2010 and October 3, 2009 are derived from our unaudited
interim financial statements. The unaudited financial statements include all adjustments, consisting of normal recurring accruals, we consider necessary for a fair
presentation of the financial position and the results of operations for these periods. Operating results for the nine months ended October 2, 2010 are not necessarily
indicative of the results to be expected for the full year ending January 1, 2011. The summary financial data should be read in conjunction with our consolidated
financial statements, and the related notes thereto, and the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of
Operations" as provided in our Annual Report on Form 10-K filed with the SEC on March 2, 2010 and in our Quarterly Report on Form 10-Q for the quarterly
period ended October 2, 2010, which are incorporated by reference into this prospectus supplement and the accompanying prospectus.

Nine months ended

Fiscal year ended
October 2,
October 3,
January 2,
January 3,
December 29,

2010
2009

2010
2009
2007

(Unaudited)
(Unaudited)

(in thousands)
Statements of earnings

Net sales
$
3,814,370
$
3,477,811
$
4,681,273
$
4,363,251
$
3,779,277
Cost of sales:

Cost of sales before special charges
1,006,290
899,709

1,219,624
1,105,938
1,003,302
Special charges
--
6,061

33,761
64,603
38,292
Total cost of sales
1,006,290
905,770

1,253,385
1,170,541
1,041,594
Gross profit
2,808,080
2,572,041

3,427,888
3,192,710
2,737,683
Selling, general and administrative expense
1,329,623
1,276,071

1,675,251
1,636,526
1,382,466
Research and development expense
456,469
424,627

559,766
531,799
476,332
Purchased in-process research and development charges
12,244
--

5,842
319,354
--
Special charges
--
42,394

73,983
49,984
85,382
Operating profit
1,009,744
828,949

1,113,046
655,047
793,503
Other income (expense), net
(51,657)
(35,867)

(55,653)
(74,279)
(83,227)
Earnings before income taxes
958,087
793,082

1,057,393
580,768
710,276
Income tax expense
257,095
205,506

280,167
227,750
172,520
Net earnings
$
700,992
$
587,576
$
777,226
$
353,018
$
537,756

(in thousands)
Statements of cash flows

Net cash provided by operating activities
791,561
553,377

868,875
945,592
865,569
Net cash used in investing activities
(468,775)
(266,467)

(490,585)
(871,073)
(306,315)
Net cash provided by (used in) financing activities
133,677
366,497

(130,696)
(322,493)
(259,484)

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