Obligation St. Jude Medical 3.25% ( US790849AJ26 ) en USD

St. Jude Medical

100 % ⇌

Etas-Unis

US790849AJ26 ( en USD )

3.25% par an ( paiement semestriel )

14/04/2023 - Obligation échue

Prospectus brochure de l'obligation St. Jude Medical US790849AJ26 en USD 3.25%, échue

1 000 USD

900 000 000 USD

790849AJ2

N/A

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 US790849AJ26, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2023

http://www.sec.gov/Archives/edgar/data/203077/000089710113000421/s...
424B2 1 stjude131323s3_424b2.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-187405
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)
3.250% Senior Notes Due 2023
$900,000,000
99.524%
$895,716,000
$122,175.66
4.750% Senior Notes Due 2043
$700,000,000
99.364%
$695,548,000
$94,872.75
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Prospectus Supplement
March 21, 2013
(To Prospectus dated March 21, 2013)
$1,600,000,000

St. Jude Medical, Inc.
$900,000,000 3.25% Senior Notes due 2023
$700,000,000 4.75% Senior Notes due 2043

We are offering $900,000,000 aggregate principal amount of 3.25% Senior Notes due 2023, which we refer to in this prospectus supplement as our "2023 notes,"
and $700,000,000 aggregate principal amount of 4.75% Senior Notes due 2043, which we refer to in this prospectus supplement as our "2043 notes." The 2023 notes
will mature on April 15, 2023, and the 2043 notes will mature on April 15, 2043. We refer to both series of notes offered hereby collectively as our "notes."
We will pay interest on the notes on April 15 and October 15 of each year, commencing on October 15, 2013. We may redeem some or all of the notes of either
series 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, including all other unsubordinated
notes issued under the indenture, from time to time outstanding.
The notes are new issues of securities with no established trading markets. We do not intend to apply to list either series of the notes on any securities exchange
or to have the notes quoted on any automated quotation system.
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 2023 Note

Total

Per 2043 Note

Total

Public Offering Price(1)

99.524%

$ 895,716,000

99.364%

$ 695,548,000
Underwriting Discount

0.650%

$
5,850,000

0.875%

$
6,125,000
Proceeds to us (before expenses)(1)

98.874%

$ 889,866,000

98.489%

$ 689,423,000

(1) Plus accrued interest, if any, from April 2, 2013, 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, including
Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, on or about April 2, 2013.
Joint Book-Running Managers
BofA Merrill Lynch Wells Fargo Securities US Bancorp

Senior Co-Managers
Mitsubishi UFJ Securities RBS

Co-Managers
BNP PARIBAS J.P. Morgan Mizuho Securities
PNC Capital Markets LLC SMBC Nikko SunTrust Robinson Humphrey TD Securities
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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-7
Use of Proceeds

S-9
Capitalization

S-10
Description of the Notes

S-11
United States Federal Income Tax Consequences to Non-U.S. Holders

S-17
Underwriting

S-19
Legal Matters

S-22
Experts

S-22

Prospectus

About This Prospectus

1
Where You Can Find More Information

1
Forward-Looking Statements

2
St. Jude Medical, Inc.

4
Risk Factors

4
Use of Proceeds

4
Ratio of Earnings to Fixed Charges

5
Description of Securities

5
Description of Debt Securities

5
Description of Capital Stock

14
Description of Warrants

18
Description of Subscription Rights

19
Description of Stock Purchase Contracts and Stock Purchase Units

20
Plan of Distribution

21
Legal Matters

23
Experts

23
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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.
No one is authorized to give information other than that contained in or incorporated by reference into this prospectus supplement, any related free writing
prospectus, and the accompanying prospectus. Neither we nor the underwriters have authorized anyone to provide you with additional or different information. Neither
we nor any of the underwriters or their affiliates take any responsibility for, nor can we or any of the underwriters or their affiliates provide any assurance as to the
reliability of, any information that others may give you. 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, any related free writing 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 December 29, 2012 (filed with the SEC on February 26, 2013), as amended by Amendment No.
1 thereto on Form 10-K/A (filed with the SEC on March 21, 2013) (such Annual Report, as so amended, the "2012 Annual Report on Form 10-K");

·
Current Reports on Form 8-K filed with the SEC on January 14, 2013 and February 25, 2013;

·
The information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 from our
Definitive Proxy Statement on Schedule 14A, which we filed with the SEC on March 23, 2012; and
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·
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, as amended (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 by calling (800) 328-9634.
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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, cardiovascular and atrial fibrillation therapy areas and neurostimulation medical devices for the management of chronic pain. Our two
business units are the Implantable Electronic Systems Division (IESD) and the Cardiovascular and Ablation Technologies Division (CATD). Our
principal products in IESD are as follows: tachycardia implantable cardioverter defibrillator systems (ICDs), bradycardia pacemaker systems
(pacemakers) and neurostimulation products (spinal cord and deep brain stimulation devices). Our principal products in CATD are as follows: vascular
products (vascular closure products, pressure measurement guidewires, optical coherence tomography (OCT) imaging products, vascular plugs and other
vascular accessories), structural heart products (heart valve replacement and repair products and structural heart defect devices) and atrial fibrillation
(AF) products (electrophysiology (EP) introducers and catheters, advanced cardiac mapping, navigation and recording systems and ablation systems). We
market and sell our products in more than 100 countries around the world. The principal geographic markets for our products are the United States,
Europe, Japan and Asia Pacific.

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.

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The Offering

Issuer

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

Securities Offered

$1,600,000,000 aggregate principal amount of notes, consisting of $900,000,000 aggregate principal
amount of 3.25% Senior Notes due 2023, and $700,000,000 aggregate principal amount of 4.75%
Senior Notes due 2043.

Maturity

The 2023 notes will mature on April 15, 2023, and the 2043 notes will mature on April 15, 2043.

Interest Payment Dates

We will pay interest on the notes of each series on April 15 and October 15 of each year,

commencing on October 15, 2013.

Interest Rate

The 2023 notes will bear interest at 3.25% per year, and the 2043 notes will bear interest at 4.75%
per year.

Optional Redemption

We may redeem the notes of either series, 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 of each series, to offer to purchase the notes of each series 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
each series of 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 permits us from time to time to issue an unlimited principal
amount of senior unsecured indebtedness. See "Description of the Notes -- Ranking."

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Form and Denomination

The notes of each series will be issued in fully registered form in denominations of $2,000 and in

integral multiples of $1,000 in excess thereof.

DTC Eligibility

The notes of each series 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 estimate that the net proceeds from this offering, after deducting the underwriting discount and

estimated offering expenses payable by us, will be approximately $1,576,289,000. We intend to use
the net proceeds from this offering to redeem in full (i) our 3.750% Senior Notes due July 15, 2014,
of which $700 million aggregate principal amount was outstanding as of the date of this prospectus
supplement, and (ii) our 4.875% Senior Notes due July 15, 2019, of which $500 million aggregate
principal amount was outstanding as of the date of this prospectus supplement, as well as for general
corporate purposes, which may include the repayment of short-term indebtedness. See "Use of
Proceeds."

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 the
2012 Annual Report on Form 10-K, before investing in the notes.

No Listing of the Notes

We do not intend to apply to list either series of 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.

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SUMMARY FINANCIAL DATA
The following summary financial data as of and for the fiscal years ended December 29, 2012, December 31, 2011 and January 1, 2011 are derived from our
audited consolidated financial statements. The summary financial data should be read in conjunction with our consolidated financial statements, and the related notes
thereto, and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" as provided in the 2012 Annual Report on
Form 10-K, which is incorporated by reference into this prospectus supplement and the accompanying prospectus.

Fiscal year ended
December 29,
December 31,
January 1,

2012

2011

2011

(in millions)
Statements of earnings

Net sales

$
5,503
$
5,612
$
5,164
Cost of sales:

Cost of sales before special charges

1,445

1,486

1,382
Special charges

93

47

28
Total cost of sales

1,538

1,533

1,410
Gross profit

3,965

4,079

3,754
Selling, general and administrative expense

1,891

2,084

1,818
Research and development expense

676

705

631
Purchased in-process research and development charges

--

4

12
Special charges

298

171

17
Operating profit

1,100

1,115

1,276
Other income (expense), net

(95)

(96)

(68
Earnings before income taxes

1,005

1,019

1,208
Income tax expense

253

193

301
Net earnings

$
752
$
826
$
907

Net cash provided by operating activities

$
1,335
$
1,287
$
1,274
Net cash (used in) investing activities

(313)

(337)

(1,081
Net cash (used in) financing activities

(813)

(456)

(86

As of
December 29,
December 31,
January 1,

2012

2011

2011

(in millions)
Balance sheet data

Cash and cash equivalents

$
1,194
$
986
$
500
Current debt obligations

530

83

80
Accounts payable

254

202

297
Dividends payable

68

67

--
Income taxes payable

142

1

--
Employee compensation and related benefits

299

305

320
Other current liabilities

482

403

320
Long-term debt

2,550

2,713

2,432
Deferred income taxes, net

323

392

310
Other liabilities

529

477

435
Shareholders' equity

4,094

4,475

4,372
Total liabilities and shareholders' equity

9,271

9,118

8,566
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RISK FACTORS
Any investment in the notes involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in
this prospectus supplement and the accompanying prospectus before deciding whether to purchase the notes. In addition, you should carefully consider, among
other things, the matters discussed under "Risk Factors" in the 2012 Annual Report on Form 10-K and in other documents that we subsequently file with the SEC,
all of which are incorporated by reference into this prospectus supplement. The risks and uncertainties described below are not the only risks and uncertainties we
face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the
following risks actually occur, our business, financial condition and results of operations would suffer. The risks discussed below also include forward-looking
statements and our actual results may differ substantially from those discussed in these forward-looking statements. See "Forward-Looking Statements."
Risks Related to This Offering
The notes are obligations exclusively of the Company and not of its subsidiaries, and payment to holders of the notes will be structurally subordinated to the
claims of our subsidiaries' creditors.
The notes are obligations exclusively of St. Jude Medical, Inc., and are not guaranteed by any of its subsidiaries. As a result, our debt is "structurally
subordinated" to all existing and future debt, trade creditors, and other liabilities of our subsidiaries. Our rights, and hence the rights of our creditors, to participate in
any distribution of assets of any subsidiary upon its liquidation or reorganization or otherwise would be subject to the prior claims of that subsidiary's creditors, except
to the extent that our claims as a creditor of such subsidiary may be recognized. The indenture governing the notes does not restrict our or our subsidiaries' ability to
incur unsecured indebtedness, to pay dividends or make distributions on, or redeem or repurchase our equity securities, or to engage in highly leveraged transactions
that would increase the level of our indebtedness. As of December 29, 2012, on an as adjusted basis after giving effect to the offering of the notes and related use of
proceeds as set forth under "Use of Proceeds," our subsidiaries would have had $320 million of indebtedness.
The notes will be effectively junior to secured indebtedness that we may issue in the future.
The notes are unsecured. As of the date hereof, we had no secured debt outstanding. Holders of our secured debt that we may issue in the future may foreclose on
the assets securing such debt, reducing the cash flow from the foreclosed property available for payment of unsecured debt, including the notes. Holders of our secured
debt also would have priority over unsecured creditors in the event of our bankruptcy, liquidation or similar proceeding. As a result, the notes will be effectively junior
to any secured debt that we may issue in the future.
We may issue additional notes.
Under the terms of the indenture that governs each series of the notes, including the notes offered hereby, we may from time to time without notice to, or the
consent of, the holders of the applicable series of notes, create and issue additional notes of a new or existing series, which notes, if of an existing series, will be equal
in rank to the notes of that series in all material respects so that the new notes may be consolidated and form a single series with such notes and have the same terms as
to status, redemption or otherwise as such notes.
Redemption may adversely affect your return on the notes.
The notes are redeemable at our option, and therefore we may choose to redeem the notes at times when prevailing interest rates are relatively low. As a result,
you may not be able to reinvest the proceeds you receive from the redemption in a comparable security at an effective interest rate as high as the interest rate on your
notes being redeemed.
We may not be able to repurchase all of the notes upon a Change of Control Triggering Event.
As described under "Description of the Notes -- Change of Control," we will be required to offer to repurchase the notes upon the occurrence of a Change of
Control Triggering Event. We may not have sufficient funds to repurchase the notes in cash at that time or have the ability to arrange financing on acceptable terms.
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An increase in interest rates could result in a decrease in the relative value of the notes.
In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over market interest rates will
decline. Consequently, if you purchase the notes and market interest rates increase, the market values of your notes may decline. We cannot predict the future level of
market interest rates.
The notes do not restrict our ability to incur additional debt or prohibit us from taking other action that could negatively impact holders of the notes.
We are not restricted under the terms of the notes or the indenture governing the notes from incurring additional indebtedness. The terms of the indenture limit our
ability to create, grant or incur liens or enter into sale and leaseback transactions. However, these limitations are subject to numerous exceptions. See "Description of
Debt Securities Certain Covenants" in the accompanying prospectus. In addition, the notes do not require us to achieve or maintain any minimum financial results
relating to our financial position or results of operations. Our ability to recapitalize, incur additional debt, secure existing or future debt, or take a number of other
actions that are not limited by the terms of the indenture and the notes, including repurchasing indebtedness or capital stock, or paying dividends, could have the effect
of diminishing our ability to make payments on the notes when due.
Our financial performance and other factors could adversely impact our ability to make payments on the notes.
Our ability to make scheduled payments with respect to our indebtedness, including the notes, will depend on our financial and operating performance, which, in
turn, are subject to prevailing economic conditions and to financial, business and other factors beyond our control.
There are no public markets for the notes.
The notes are new issues of securities with no established trading markets. As a result, we can give no assurances that markets will develop for the notes or that
you will be able to sell the notes. If any of the notes are traded after their initial issuance, they may trade at a discount from their initial offering prices. Future trading
prices of the notes will depend on many factors, including prevailing interest rates, the market for similar securities, general economic conditions, our financial
condition and performance, as well as other factors. Accordingly, you may be required to bear the financial risk of an investment in the notes for an indefinite period of
time. We do not intend to apply for listing or quotation of the notes of either series on any securities exchange or automated quotation system, respectively.
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