8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   October 17, 2005

ST. JUDE MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Minnesota	0-8672	41-1276891
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
One Lillehei Plaza, St. Paul, MN		55117
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (651) 483-2000

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

x Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02   Results of Operations and Financial Condition.

On October 17, 2005, St. Jude Medical, Inc. issued a press release concerning financial results for the third quarter of 2005. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01   Financial Statements and Exhibits.

(c)    Exhibits:

99.1    Press release issued by St. Jude Medical, Inc. dated October 17, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ST. JUDE MEDICAL, INC.
Date:	October 17, 2005	By:   /s/   Kevin T. O’Malley
		Kevin T. O’Malley Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated October 17, 2005.

EX-99.1

Exhibit 99.1

ST. JUDE MEDICAL REPORTS THIRD QUARTER SALES AND EARNINGS

St. Paul, MN, October 17, 2005 – St. Jude Medical, Inc. (NYSE:STJ) today reported results for the third quarter ended September 30, 2005. The Company reported net sales of $738 million, an increase of 28% compared to the $578 million reported in the third quarter of 2004. Favorable currency translation comparisons increased third quarter sales by about $5 million. Net sales for the first nine months of 2005 were $2,125 million, an increase of $442 million or 26% over the $1,683 million reported in the first nine months of 2004.

Reported net earnings for the third quarter of 2005 were $168 million or $.44 per diluted share, compared to $91 million, or $.25 per diluted share in the third quarter of 2004. Earnings per diluted share were $1.03 for the first nine months of 2005, compared to $.77 per share reported in the first nine months of 2004.

During the third quarter of 2005, St. Jude Medical reversed $12 million related to a special charge recorded in the third quarter of 2004 to accrue for legal costs in conjunction with the Symmetry™ Bypass System. The majority of these legal claims are now settled. The Company also concluded tax audits in the quarter that resulted in a $14 million reversal of previously recorded income tax expense and recorded a $10 million contribution to the St. Jude Medical Foundation. Excluding these items, net earnings for the third quarter were $153 million or $.40 per diluted share, an increase of 29% over the $.31 per diluted share in the comparable quarter of 2004.

Cardiac Rhythm Management
Third quarter high-voltage product sales were $277 million, a 68% increase over the comparable quarter of 2004. These results continued to underscore the competitiveness of St. Jude Medical’s ICD product portfolio and reflect strong additional market share gains. St. Jude Medical now holds an estimated 19-20% share of the global ICD market.

Third quarter pacemaker sales were $231 million, an increase of 6% from the comparable quarter of 2004.

Atrial Fibrillation
Atrial fibrillation product sales for the third quarter totaled $63 million, a 66% increase over the third quarter of 2004.

Cardiology
Total sales of cardiology products for the third quarter were $105 million, a 12% increase over the third quarter of 2004. Within this category of products, vascular sealing device sales for the third quarter of 2005 totaled $79 million, an 11% increase over the third quarter of last year.

Cardiac Surgery
Total cardiac surgery sales for the third quarter of 2005 were $62 million, a decrease of 3% compared to the third quarter of last year. Sales of heart valve products in this quarter were approximately $58 million, down 2% compared with the third quarter of last year.

Commenting on third quarter 2005 results, St. Jude Medical Chairman, President and Chief Executive Officer Daniel J. Starks said: “Our third quarter results reflect our continued progress in several major areas. Our growth in ICDs in the quarter clearly demonstrated the strength and momentum of St. Jude Medical’s program and again represented clear market share gains. We continued to strengthen our gross margin and expand our investment in research and development. We reached a number of milestones in the third quarter and continued to focus on expanding growth drivers to sustain our success.

“Yesterday, we announced a definitive agreement with Advanced Neuromodulation Systems, Inc., (ANS) that represents a compelling strategic opportunity to enter the neuromodulation medical device market and add a new long-term growth platform to St. Jude Medical,” continued Mr. Starks.

During a conference call today at 7 a.m. Central Daylight Time, St. Jude Medical will further discuss these results and provide sales and earnings guidance for the fourth quarter and full-year 2005. On the call, the company will also discuss the proposed transaction with Advanced Neuromodulation Systems, Inc. (NASDAQ:ANSI). The Company expects its consolidated EPS for the fourth quarter of 2005 to be in the range of $.39 to $.40. Given the strength of the third quarter, the Company is raising its EPS guidance for the full year of 2005 to $1.52 to $1.53. The Company’s guidance excludes the impact of non-recurring items.

St. Jude Medical’s 3^rd quarter earnings conference call will be live (also archived for 90 days) on the following website:

http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=73836&eventID=1149817.

St. Jude Medical, Inc. (www.sjm.com) is dedicated to the design, manufacture and distribution of innovative medical devices of the highest quality, offering physicians, patients and payers outstanding clinical performance and demonstrated economic value.

Forward-Looking Statements

Any statements made regarding the proposed transaction between St. Jude Medical and Advanced Neuromodulation Systems Inc., the expected timetable for completing the transaction, successful integration of the business, benefits of the transaction, potential clinical success, regulatory approvals, anticipated future product launches, revenues, earnings, expected repayment of debt, market shares, market growth, market segment growth, new indications, and any other statements regarding St. Jude Medical’s or ANS’s future expectations, beliefs, goals or prospects are forward-looking statements which are subject to risks and uncertainties, such as those described under or incorporated by reference in Item 8.01 of St. Jude Medical’s Current Report on Form 8-K filed on October 17, 2005, and in Item 8.01 of ANS’ Current Report on Form 8-K filed on October 17, 2005, and in the Outlook and Uncertainties section in ANS’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (see page 25) and ANS’s Annual Report on Form 10-K for the year ended December 31, 2004 (see page 26). Actual results may differ materially from anticipated results.

Additional Information

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of ANS. St. Jude Medical will be filing a tender offer statement with the Securities and Exchange Commission (SEC) and ANS will be filing a solicitation/recommendation statement with respect to the offer. ANS shareholders are advised to read the tender offer statement regarding the acquisition of ANS referenced in this news release, and the related solicitation/recommendation statement, when those statements are made available to them. The tender offer statement and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the offer. These documents will be made available to all shareholders of ANS at no expense to them. These documents will also be available at no charge on the SEC’s web site at www.sec.gov. Shareholders may also obtain copies of these documents without charge by requesting them from ANS, Inc. in writing at 6901 Preston Road, Plano, Texas 75024, or by phone at (972) 309-8000.

St. Jude Medical, Inc.
Condensed Consolidated Statements of Earnings
(Data in thousands, Except EPS)
(Unaudited)

	Three Months Ended September 30, 2005								Three Months Ended September 30, 2004							Nine Months Ended September 30, 2005								Nine Months Ended September 30, 2004
	Reported			Adjustments			Adjusted		Reported		Adjustments			Adjusted		Reported			Adjustments			Adjusted		Reported			Adjustments			Adjusted
Net sales	$	737,780					$	737,780	$	578,319				$	578,319	$	2,125,344					$	2,125,344	$	1,683,497					$	1,683,497
Cost of sales:
Cost of sales before special charges		200,735						200,735		165,918					165,918		589,636						589,636		491,614						491,614
Special charges										12,073		(12,073	)												12,073			(12,073	)
Total cost of sales		200,735						200,735		177,991		(12,073	)		165,918		589,636						589,636		503,687			(12,073	)		491,614
Gross profit		537,045						537,045		400,328		12,073			412,401		1,535,708						1,535,708		1,179,810			12,073			1,191,883
Selling, general & administration		243,551			(10,000	)		233,551		188,741					188,741		700,184			(10,000	)		690,184		568,045						568,045
Research & development		97,493						97,493		69,645					69,645		264,285						264,285		204,095						204,095
Purchased R&D																	26,100			(26,100	)
Special charges		(11,500	)		11,500					23,310		(23,310	)				(11,500	)		11,500					23,310			(23,310	)
Operating profit		207,501			(1,500	)		206,001		118,632		35,383			154,015		556,639			24,600			581,239		384,360			35,383			419,743
Other income (expense)		3,917						3,917		680					680		7,038						7,038		(764	)					(764	)
Earnings before taxes		211,418			(1,500	)		209,918		119,312		35,383			154,695		563,677			24,600			588,277		383,596			35,383			418,979
Income tax expense		43,631			*13,130			56,761		28,134		13,446			41,580		175,058			*(13,870)			161,188		98,421			13,446			111,867
Net earnings	$	167,787		$	(14,630	)	$	153,157	$	91,178	$	21,937		$	113,115	$	388,619		$	38,470		$	427,089	$	285,175		$	21,937		$	307,112
Earnings per share
Basic	$	0.46		$	(0.04	)	$	0.42	$	0.26	$	0.06		$	0.32	$	1.07		$	0.11		$	1.18	$	0.81		$	0.06		$	0.87
Diluted	$	0.44		$	(0.04	)	$	0.40	$	0.25	$	0.06		$	0.31	$	1.03		$	0.11		$	1.13	$	0.77		$	0.06		$	0.83
Basic shares outstanding		364,913			364,913			364,913		354,570		354,570			354,570		362,545			362,545			362,545		352,116			352,116			352,116
Diluted shares outstanding		380,957			364,913			380,957		370,814		354,570			370,814		377,817			362,545			377,817		369,960			352,116			369,960

Condensed Consolidated Balance Sheets
(Data in Thousands)
(Unaudited)

	September 30, 2005		December 31, 2004
Cash & equivalents	$	712,451	$	688,040
Accounts receivable, net		733,740		630,983
Inventories		346,810		330,873
Other current assets		223,155		213,321
Property, plant & equipment, net		374,944		326,981
Goodwill		805,303		593,799
Other intangible assets, net		304,865		207,096
Other assets		242,109		239,654
Total assets	$	3,743,377	$	3,230,747
Other current liabilities	$	682,383	$	605,393
Long-term debt		184,502		234,865
Deferred income taxes		58,594		56,561
Total equity		2,817,898		2,333,928
Total liabilities & equity	$	3,743,377	$	3,230,747

* Includes the reversal of $13,700 of previously recorded tax expense.