Obligation St. Jude Medical 2% ( US790849AL71 ) en USD

St. Jude Medical

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US790849AL71 ( en USD )

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15/09/2018 - Obligation échue

Prospectus brochure de l'obligation St. Jude Medical US790849AL71 en USD 2%, échue

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500 000 000 USD

790849AL7

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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 US790849AL71, paye un coupon de 2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/09/2018

424B2 1 a2226007z424b2.htm 424B2
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TABLE OF CONTENTS
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-187405
CALCULATION OF REGISTRATION FEE

Maximum
Proposed
Amount to be
Offering Price
Maximum Aggregate
Amount of
Title of Each Class of Securities to be Registered

Registered

Per Unit

Offering Price

Registration Fee(1)

2.000% Notes due 2018
$
500,000,000
99.759%$
498,795,000 $
58,100

2.800% Notes due 2020
$
500,000,000
99.954%$
499,770,000 $
58,100

3.875% Notes due 2025
$
500,000,000
99.616%$
498,080,000 $
58,100

Total
$ 1,500,000,000
$
1,496,645,000 $
174,300

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement
September 14, 2015
(To Prospectus dated March 21, 2013)
$1,500,000,000
St. Jude Medical, Inc.
$500,000,000 2.000% Senior Notes due 2018
$500,000,000 2.800% Senior Notes due 2020
$500,000,000 3.875% Senior Notes due 2025
We are offering $500,000,000 aggregate principal amount of 2.000% Senior Notes due 2018, which we refer to in this prospectus supplement as our "2018 notes," $500,000,000
aggregate principal amount of 2.800% Senior Notes due 2020, which we refer to in this prospectus supplement as our "2020 notes," and $500,000,000 aggregate principal amount of 3.875%
Senior Notes due 2025, which we refer to in this prospectus supplement as our "2025 notes." The 2018 notes will mature on September 15, 2018, the 2020 notes will mature on September 15,
2020, and the 2025 notes will mature on September 15, 2025. We refer to all three series of notes offered hereby collectively as the "notes."
We will pay interest on the notes semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2016. We may redeem some or all of the
notes of any series at any time and from time to time at the applicable redemption price described under "Description of the Notes--Optional Redemption." If a change of control repurchase
event occurs, we will be required to offer to purchase the notes from holders at a purchase price of 101% of the principal amount of the notes. See "Description of the Notes--Change of
Control Offer."
On July 21, 2015, we, through our wholly-owned subsidiary SJM International, Inc., agreed to acquire Thoratec Corporation. We intend to use the net proceeds from the sale of
the notes, together with cash on hand and borrowings under a new term loan agreement, to fund the purchase price for the merger, as well as for general corporate purposes, which may
include the repayment of short-term indebtedness.
In the event that the consummation of the merger has not occurred on or prior to the earlier of January 21, 2016 and the date the merger agreement is terminated, we will be
required to redeem all outstanding 2018 notes and 2025 notes at the price specified and as otherwise described under the caption "Description of the Notes--Special Mandatory Redemption."
The 2020 notes are not subject to the special mandatory redemption.
The notes will be our unsecured senior obligations and will rank equally with all our other unsecured and unsubordinated 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 any series of the notes on any securities exchange or to have the
notes of any series quoted on any automated quotation system.
See "Risk Factors" on page S-8 of this prospectus supplement to read about certain risks you should consider before investing in
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the notes.
Per
2018
Per 2020
Per 2025

Note

Total

Note

Total

Note

Total

Public Offering
Price(1)

99.759%
$498,795,000
99.954%
$499,770,000
99.616%
$498,080,000
Underwriting
Discount

0.350%
$
1,750,000

0.600%
$
3,000,000

0.650%
$
3,250,000
Proceeds
(before
expenses)(1)
99.409%
$497,045,000
99.354%
$496,770,000
98.966%
$494,830,000
(1)
Plus accrued interest, if any, from September 23, 2015, 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 September 23, 2015.
Joint Book-Running Managers
BofA Merrill Lynch

MUFG
Wells Fargo Securities
Co-Managers
US Bancorp
Mizuho Securities
TD Securities
The Williams Capital Group, L.P.

BNP PARIBAS
SMBC Nikko
SunTrust Robinson Humphrey
PNC Capital Markets LLC

Fifth Third Securities

KBC Securities USA

UniCredit Capital Markets
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-ii
SUMMARY
S-1
RISK FACTORS
S-8
FORWARD-LOOKING STATEMENTS
S-11
USE OF PROCEEDS
S-14
CAPITALIZATION
S-15
DESCRIPTION OF THE NOTES
S-16
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
S-24
UNDERWRITING
S-29
LEGAL MATTERS
S-33
EXPERTS
S-33

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
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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
S-i
Table of Contents
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
S-ii
Table of Contents
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 3, 2015 (filed with the SEC on February 26, 2015) (such Annual Report,
the "2014 Annual Report on Form 10-K");
·
Quarterly Reports on Form 10-Q for the quarterly periods ended April 4, 2015 and July 4, 2015 (filed with the SEC on May 7, 2015 and
August 5, 2015, respectively) (such Quarterly Reports, the "First Quarter 2015 Quarterly Report on Form 10-Q" and the "Second Quarter
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2015 Quarterly Report on Form 10-Q," respectively);
·
Current Reports on Form 8-K filed with the SEC on May 8, 2015, July 22, 2015 (relating to Items 1.01 and 2.03), August 5, 2015,
August 24, 2015 and September 9, 2015;
·
The information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended January 3, 2015
from our Definitive Proxy Statement on Schedule 14A, which we filed with the SEC on March 25, 2015; 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, 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.
S-iii
Table of Contents

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 interventional pain therapy and neurostimulation devices for the management of
chronic pain and movement disorders. We operate as a single operating segment and derive our revenues from six principal product categories. Our six
principal product categories are as follows: tachycardia implantable cardioverter defibrillator (ICD) systems, atrial fibrillation (AF) products
(electrophysiology (EP) introducers and catheters, advanced cardiac mapping, navigation and recording systems and ablation systems), bradycardia
pacemaker (pacemaker) systems, vascular products (vascular closure products, pressure measurement guidewires, optical coherence tomography (OCT)
imaging products, vascular plugs, a heart failure monitoring device and other vascular accessories), structural heart products (heart valve replacement
and repair products and structural heart defect devices) and neuromodulation products (spinal cord stimulation and radiofrequency ablation to treat
chronic pain and deep brain stimulation to treat movement disorders).
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.
Recent Developments
On July 21, 2015, SJM International, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, Spyder Merger Corporation,
a California corporation and a wholly-owned subsidiary of SJM International, Inc., (the "merger sub"), Thoratec Corporation, a California corporation
("Thoratec"), and, solely with respect to certain provisions, the Company, entered into an Agreement and Plan of Merger (the "merger agreement").
The merger agreement provides for the merger of merger sub with and into Thoratec (the "merger"), with Thoratec surviving the merger as a wholly-
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owned subsidiary of SJM International, Inc. and the Company, subject to the terms and conditions set forth in the merger agreement.
Thoratec is a world leader in mechanical circulatory support (MCS) technology for the treatment of advanced heart failure (HF), which includes
ventricular assist devices (VADs) that are used for both chronic and acute patient support. The combination of complementary product lines of St. Jude
Medical and Thoratec will offer a comprehensive portfolio of products for the management and treatment of heart failure.
Completion of the merger is subject to customary closing conditions, including (i) approval of the merger agreement by Thoratec shareholders,
(ii) receipt of regulatory approvals and (iii) the absence of a material adverse effect on Thoratec, as defined in the merger agreement.
We estimate that the aggregate merger consideration paid to Thoratec shareholders will be approximately $3.4 billion, net of cash acquired. The
Company expects to finance the consideration for

S-1
Table of Contents
the merger with a combination of cash on hand, and the net proceeds from this offering and borrowings under the Term Facility (defined below).
On July 21, 2015, the Company entered into a commitment letter (the "Commitment Letter") with certain financial institutions pursuant to
which Bank of America, N.A. and certain other financial institutions have committed to provide, subject to the terms and conditions set forth in the
Commitment Letter, a 364-day $3.7 billion unsecured senior bridge facility (the "Bridge Facility," and the provision of such funds as set forth in the
Commitment Letter, the "Bridge Financing"). The Bridge Facility is available to finance the merger and to pay fees and expenses related thereto to the
extent that the Company does not finance such consideration and fees and expenses through available cash on hand and the issuance of the notes offered
hereby.
On August 21, 2015, the Company entered into a 5-year $2.6 billion term loan facility (the "Term Facility") the terms of which are set forth in a
term loan agreement, among the Company, Bank of America, N.A., as administrative agent and a lender, and the other lenders party thereto (the "Term
Loan Agreement"). The Term Facility provides for up to $2.1 billion of term loans (under tranche 1 thereunder) to be used to finance a portion of the
purchase price of the merger and to pay fees and expenses related thereto, and for up to $500 million of term loans (under tranche 2 thereunder) to be
used to refinance certain existing indebtedness of the Company and for general corporate purposes. Upon entry into the Term Loan Agreement, the
commitments under the Bridge Facility were automatically reduced by $2.1 billion. The commitments under the Bridge Facility will be further reduced
by $1.5 billion upon the issuance of the notes hereby. The Term Facility contains certain representations and warranties, certain affirmative covenants,
certain negative covenants, certain financial covenants, certain conditions and events of default that are customarily required for similar financings.

S-2
Table of Contents

The Offering
Issuer
St. Jude Medical, Inc., a Minnesota corporation.
Securities Offered
$1,500,000,000 aggregate principal amount of notes, consisting of $500,000,000 aggregate principal amount
of 2.000% Senior Notes due 2018, $500,000,000 aggregate principal amount of 2.800% Senior Notes due
2020, and $500,000,000 aggregate principal amount of 3.875% Senior Notes due 2025.
Maturity
The 2018 notes will mature on September 15, 2018, the 2020 notes will mature on September 15, 2020, and
the 2025 notes will mature on September 15, 2025.
Interest Payment Dates
We will pay interest on the notes of each series on March 15 and September 15 of each year, commencing
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on March 15, 2016.
Interest Rate
The 2018 notes will bear interest at 2.000% per year, the 2020 notes will bear interest at 2.800% per year,
and the 2025 notes will bear interest at 3.875% per year.
Optional Redemption
We may redeem the notes of any 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."
Special Mandatory Redemption
The offering is not conditioned upon the consummation of the merger. In the event that the closing of the
merger has not occurred on or prior to the earlier of January 21, 2016, and the date the merger agreement is
terminated, we will be required to redeem all outstanding 2018 notes and 2025 notes on the special
mandatory redemption date (as defined herein) at a redemption price equal to 101% of the aggregate
principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
The 2020 notes are not subject to this special mandatory redemption. See "Description of the Notes--
Special Mandatory 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."

S-3
Table of Contents
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 unsecured senior obligations and will rank equally with all our other unsecured senior
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 unsecured
senior indebtedness. See "Description of the Notes--Ranking."
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 $1,485,745,000. We plan to use the net
proceeds from the sale of the notes, together with cash on hand and borrowings under the Term Facility to
fund the merger. Any net proceeds from the offering that are not used to fund the merger will be used for
general corporate purposes, which may include the repayment of short-term indebtedness. See "Use of
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Proceeds."

S-4
Table of Contents
Risk Factors
You should carefully read and consider the information set forth in the section entitled "Risk Factors"
beginning on page S-8 of this prospectus supplement and the risk factors set forth in the 2014 Annual
Report on Form 10-K and the Second Quarter 2015 Quarterly Report on Form 10-Q, before investing in the
notes.
No Listing of the Notes
We do not intend to apply to list any 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.

S-5
Table of Contents

SUMMARY FINANCIAL DATA
The following summary financial data as of and for the fiscal years ended January 3, 2015, December 28, 2013 and December 29, 2012 are
derived from our audited consolidated financial statements. The summary financial data as of and for the six month periods ended July 4, 2015 and
June 28, 2014 are derived from our unaudited condensed consolidated financial statements. The unaudited statements from which we derived these data
include all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the Company's consolidated results of
operations and financial position for the periods presented. Operating results for any interim period are not necessarily indicative of the results that may
be expected for the full year. 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 the
2014 Annual Report on Form 10-K and the Second Quarter 2015 Quarterly Report on Form 10-Q, each of which is incorporated by reference into this
prospectus supplement and the accompanying prospectus.

Six months ended

Fiscal year ended

July 4,
June 28,
January 3,
December 28,
December 29,
Summary of Operations

2015

2014

2015

2013

2012

(in millions, except per share amounts)

Net sales
$ 2,755
$ 2,811
$
5,622 $
5,501
$
5,503
Gross profit

1,936

1,995

3,969
3,927

3,965
Percent of net sales

70.3%
71.0%
70.6%
71.4%
72.1%
Net earnings attributable to St. Jude
Medical, Inc.
$
552
$
519
$
1,002 $
723
$
752
Percent of net sales

20.0%
18.5%
17.8%
13.1%
13.7%
Diluted net earnings per share attributable to
St. Jude Medical, Inc.
$
1.93(a) $
1.80(b)$
3.46(c)$
2.49(d)$
2.39(e)
Cash dividends declared per share
$
0.58
$
0.54
$
1.08 $
1.00
$
0.92
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?

As of

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July 4,
June 28,
January 3,
December 28,
December 29,
Financial Position

2015

2014

2015

2013

2012

(in millions)

Cash and cash equivalents
$
910 $
1,580 $
1,442 $
1,373 $
1,194
Total assets

9,634
10,443
10,207
10,248
9,271
Total debt(f)

3,741
4,206
3,866
3,580
3,080
Fiscal year ended January 3, 2015 consisted of 53 weeks. All other fiscal years noted above consisted of 52 weeks. Each of the six-
month periods ended July 4, 2015 and June 28, 2014 included 26 weeks.
(a)
Diluted net earnings per share attributable to St. Jude Medical, Inc. for the six months ended July 4, 2015 included after-tax
benefits of $37 million, or $0.13 per diluted net earnings per share attributable to St. Jude Medical, Inc., related to acquisition-
related benefits, legal settlement benefits, and income tax benefits for discrete income tax adjustments, partially offset by
restructuring activities associated with our 2012 Business Realignment Plan and Manufacturing and Supply Chain Optimization
Plan and product field action and litigation charges. See the notes to our condensed consolidated financial statements incorporated
herein by reference for further detail.
(b)
Diluted net earnings per share attributable to St. Jude Medical, Inc. for the six months ended June 28, 2014 included after-tax
charges of $46 million, or $0.16 per diluted net earnings per share attributable to St. Jude Medical, Inc., related to restructuring
activities associated with

S-6
Table of Contents
our 2012 Business Realignment Plan and Manufacturing and Supply Chain Optimization Plan, acquisition-related charges,
product field action and litigation charges, partially offset by a favorable legal settlement and an income tax benefit for discrete
income tax adjustments. For further detail, see the notes to our condensed consolidated financial statements for the quarterly
period ended June 28, 2014 included in the Quarterly Report on Form 10-Q for the quarterly period ended June 28, 2014, which
is not incorporated by reference herein.
(c)
2014 diluted net earnings per share attributable to St. Jude Medical, Inc. included after-tax charges of $150 million, or $0.52 per
diluted net earnings per share attributable to St. Jude Medical, Inc., related to restructuring activities associated with our 2012
Business Realignment Plan and Manufacturing and Supply Chain Optimization Plan, acquisition-related charges, intangible asset
impairment charges, product field action and litigation charges, and legal settlement expenses, partially offset by a favorable legal
settlement and an income tax benefit for discrete income tax adjustments. See the notes to our consolidated financial statements
incorporated herein by reference for further detail.
(d)
2013 diluted net earnings per share attributable to St. Jude Medical, Inc. included after-tax charges of $371 million, or $1.27 per
diluted net earnings per share attributable to St. Jude Medical, Inc., related to restructuring activities associated with our 2012
Business Realignment Plan and 2011 Restructuring Plan, debt retirement costs primarily associated with make-whole redemption
payments and the write-off of unamortized debt issuance costs, acquisition-related charges, intangible asset impairment charges,
product field action and litigation charges, and a legal settlement charge, partially offset by an income tax benefit from the
enactment of a tax law and the settlement of domestic tax audits. See the notes to our consolidated financial statements
incorporated herein by reference for further detail.
(e)
2012 diluted net earnings per share attributable to St. Jude Medical, Inc. included after-tax charges of $321 million, or $1.02 per
diluted net earnings per share attributable to St. Jude Medical, Inc., related to restructuring activities associated with our 2012
Business Realignment Plan and 2011 Restructuring Plan, product field action and litigation charges, a legal settlement charge,
intangible asset impairment charges, inventory write-offs and an additional income tax charge related to a settlement reserve for
certain prior year tax positions. See the notes to our consolidated financial statements incorporated herein by reference for further
detail.
(f)
Total debt consists of current debt obligations and long-term debt.

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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 2014 Annual Report on Form 10-K and the Second Quarter
2015 Quarterly Report on Form 10-Q 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 July 4, 2015, 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 approximately $222 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.
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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.
In the event that the closing of the merger has not occurred on or prior to the earlier of January 21, 2016 and the date the merger agreement is
terminated, we will be required to redeem the 2018 notes and the 2025 notes on the special mandatory redemption date at a redemption price equal
to 101% of the aggregate principal amount of the notes, and, as a result, holders of such notes may not obtain their expected return on the notes.
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We may not consummate the merger within the timeframe specified under "Description of the Notes--Special Mandatory Redemption," or the
merger agreement may be terminated. Our ability to consummate the merger is subject to customary closing conditions over which we have limited or
no control. In the event that the closing of the merger has not occurred on or prior to the earlier of January 21, 2016 and the date the merger agreement is
terminated, we will be required to redeem all outstanding 2018 notes and 2025 notes at a redemption price equal to 101% of the aggregate principal
amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. If we redeem the notes pursuant to the special
mandatory redemption, you may not obtain your expected return on the notes. Your decision to invest in the notes is made at the time of the offering of
the notes. You will have no rights under the special mandatory redemption provision if the closing of the merger occurs within the specified timeframe,
nor will you have any right to require us to redeem your notes if, between the closing of the notes offering and the closing of the merger, we experience
any changes in our business or financial condition or if the terms of the merger change.
The 2020 notes are not subject to this special mandatory redemption and will remain outstanding regardless of whether the merger is
consummated unless we elect to redeem the 2020 notes pursuant to the provisions described under "Description of the Notes--Optional Redemption."
Whether or not the special mandatory redemption is ultimately triggered, it may adversely affect trading prices for the 2020 notes prior to and after the
special mandatory redemption date.
We are not obligated to place the proceeds from the sale of the notes in escrow prior to the closing of the merger.
In the event that the closing of the merger has not occurred on or prior to the earlier of January 21, 2016 and the date the merger agreement is
terminated, we will be required to redeem all outstanding 2018 notes and 2025 notes for a redemption price equal to 101% of the aggregate principal
amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. See "Description of the Notes--Special Mandatory
Redemption." We are not obligated to place the proceeds from the sale of the 2018 notes or the 2025 notes in escrow prior to the closing of the merger
or to provide a security interest in those proceeds, and there are no restrictions on our use of those proceeds during such time. Accordingly, we will need
to fund any special mandatory redemption using cash on hand, proceeds of this offering that we have voluntarily retained or from other sources of
liquidity.
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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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