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 18, 2006

ST. JUDE MEDICAL, INC.
(Exact name of registrant as specified in its charter)

Minnesota	0-8672	41-1276891
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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)

o 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 18, 2006, St. Jude Medical, Inc. issued a press release concerning its financial results for the third quarter of 2006. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits:

99.1 Press release issued by St. Jude Medical, Inc. on October 18, 2006.

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.
Dated:	October 18, 2006	By:	/s/ Pamela S. Krop
			Pamela S. Krop Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release issued by St. Jude Medical, Inc. on October 18, 2006.

EX-99.1

Exhibit 99.1

St. Jude Medical, Inc.

One Lillehei Plaza

St. Paul, Minnesota 55117

(651) 483.2000
www.sjm.com

Contacts: Angie Craig Kathleen Janasz

Investor Relations Media Relations

651-481-7789 651-415-7042

St. Jude Medical Reports Third Quarter Sales and Earnings

ST PAUL, Minn.– October 18, 2006 – St. Jude Medical, Inc., (NYSE: STJ) today reported results for the third quarter ended September 30, 2006. The Company reported net sales of $821 million, an increase of 11% compared to the $738 million reported in the third quarter of 2005. Favorable foreign currency translation comparisons increased third quarter sales by about $7 million.

Reported net earnings for the third quarter of 2006 were $116 million, or $0.32 per diluted share. Reported net earnings for the third quarter of 2006 include a pre-tax charge of approximately $35 million, or $0.06 per share, related to the previously announced combination of St. Jude Medical’s Cardiac Surgery and Cardiology divisions and changes to enhance the efficiency and effectiveness of the Company’s sales and customer service operations in certain international geographies. Reported net earnings for the third quarter of 2006 also include a pre-tax charge of approximately $18 million, or $0.03 per share, related to stock based compensation. This compares to reported net earnings of $168 million, or $0.44 per diluted share, in the third quarter of 2005.

Commenting on third quarter 2006 results, St. Jude Medical Chairman, President and Chief Executive Officer Daniel J. Starks said, “Our third quarter results reinforce our optimism that we are well positioned to return to stronger growth in 2007 and beyond. We believe that we continued to gain market share in ICDs, pacemakers and atrial fibrillation products, all of which are key to our long-term success.”

Sales results for each of the business segments are detailed below.

Cardiac Rhythm Management

Third quarter ICD product sales were $271 million, a 2% decrease compared to the third quarter of 2005.

Third quarter pacemaker sales were $248 million, an increase of 7% from the comparable quarter of 2005.

Atrial Fibrillation

Atrial fibrillation product sales for the third quarter totaled $81 million, a 29% increase over the third quarter of 2005.

Cardiology

Total sales of cardiology products for the third quarter were $109 million, a 4% increase over the comparable period in 2005. Within this category of products, vascular sealing device sales for the third quarter of 2006 totaled $84 million, a 6% increase over the third quarter of last year.

Cardiac Surgery

Total cardiac surgery sales for the third quarter of 2006 were $68 million, a 10% increase over the third quarter of last year. Sales of heart valve products this quarter were approximately $64 million, up 10% when compared with the third quarter of last year.

Neuromodulation

St. Jude Medical sales of neuromodulation products were approximately $44 million in the third quarter of 2006, up 13% from Advanced Neuromodulation Systems’ stand-alone sales in the third quarter of 2005. St. Jude Medical did not have neuromodulation sales during the third quarter of 2005.

Fourth Quarter and Full-Year Earnings Guidance

During a conference call today, St. Jude Medical will provide sales and earnings guidance for the fourth quarter and for the full-year 2006. The Company expects its consolidated earnings for the fourth quarter of 2006 to be in the range of $0.38 to $0.40 per diluted share.

Non-GAAP Financial Measures

The Company provides adjusted net earnings and adjusted earnings per share because St. Jude Medical management believes that in order to properly understand the Company’s short-term and long-term financial trends, investors may wish to consider the impact of certain adjustments (such as in-process research and development charges, restructuring charges, litigation reserve adjustments and income tax adjustments). These adjustments result from facts and circumstances (such as business development activities, restructuring activities, settlements and other developments relating to litigation and resolution of audits by tax authorities) that vary in frequency and impact on the Company’s results of operations. The Company’s non-GAAP adjusted net earnings also exclude stock-based compensation expense which the Company started recording under FAS 123R in the first quarter of 2006. St. Jude Medical management uses adjusted net earnings and adjusted earnings per share to forecast and evaluate the operational performance of the Company as well as to compare results of current periods to prior periods on a consolidated basis. The Company’s non-GAAP adjusted earnings per share include the effects of FAS 123R on the number of diluted shares used in calculating non-GAAP adjusted earnings per share.

Non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. Investors should consider non-GAAP measures in addition to, and not as a substitute for, or superior to, financial performance measures prepared in accordance with GAAP.

Conference Call/Webcast

St. Jude Medical’s third quarter earnings conference call can be heard live today at 7:30 a.m. CT (also archived for 90 days) on the following website:

http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=73836&eventID=1370509.

(Due to its length, this URL may need to be copied/pasted into your Internet browser’s address field. Remove the extra space if one exists).

About St. Jude Medical

St. Jude Medical is dedicated to making life better for cardiac, neurological and chronic pain patients worldwide through excellence in medical device technology and services. The Company has five major focus areas that include: cardiac rhythm management, atrial fibrillation, cardiac surgery, cardiology and neuromodulation. Headquartered in St. Paul, Minn., St. Jude Medical employs approximately 11,000 people worldwide. For more information, please visit www.sjm.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such forward-looking statements include the expectations, plans and prospects for the Company, including potential clinical successes, regulatory approvals, anticipated future product launches, revenues, margins, earnings, and market shares. The statements made by the Company are based upon management’s current expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include market conditions and other factors beyond the Company’s control and the risk factors and other cautionary statements described in the Company’s filings with the SEC, including those described in the Company’s Annual Report on Form 10-K filed on March 16, 2006 (see Item 1A on pages 15-21) and in the Company’s Quarterly Report on Form 10-Q filed on August 7, 2006 (see page 31 and Item 1A on page 32). The Company does not intend to update these statements and undertakes no duty to any person to provide any such update under any circumstance.

St. Jude Medical, Inc.

Condensed Consolidated Statements of Earnings

(in thousands, except per share amounts)

(Unaudited)

	Three Months Ended September 30						Nine Months Ended September 30
	2006			2005			2006			2005
Net sales	$	821,278		$	737,780		$	2,438,616		$	2,125,344
Cost of sales:
Cost of sales before special charges		225,179			200,735			660,590			589,636
Special charges		15,108						15,108
Total cost of sales		240,287			200,735			675,698			589,636
Gross profit		580,991			537,045			1,762,918			1,535,708
Selling, general & administrative		290,424			243,551			875,654			700,184
Research & development		108,674			97,493			322,772			264,285
Purchased R&D											26,100
Special charges (credits)		19,719			(11,500	)		19,719			(11,500	)
Operating profit		162,174			207,501			544,773			556,639
Other income (expense)		(9,159	)		3,917			(15,082	)		7,038
Earnings before taxes		153,015			211,418			529,691			563,677
Income tax expense		37,475			43,631			136,050			175,058
Net earnings	$	115,540		$	167,787		$	393,641		$	388,619
Adjusted net earnings (Non-GAAP)	$	149,902	(1)	$	153,157	(2)	$	452,729	(3)	$	427,089	(4)
Diluted earnings per share	$	0.32		$	0.44		$	1.05		$	1.03
Adjusted diluted earnings per share (Non-GAAP)	$	0.41	(1)	$	0.40	(2)	$	1.21	(3)	$	1.13	(4)
Weighted average shares outstanding-diluted		365,171			380,957			375,110			377,817

(1) Adjusted third quarter 2006 net earnings and adjusted diluted net earnings per share exclude after tax charges of:

– $12,348, or $0.03 per share, related to stock based compensation

– $22,014 or $0.06 per share, related to restructuring plans

(2) Adjusted third quarter 2005 net earnings and adjusted diluted net earnings per share exclude after tax charges and credits of:

– $6,200 contribution, or $0.02 per share, to the St. Jude Medical Foundation, recorded as a charge to SG&A expense

– $7,130 credit, or $0.02 per share, for the reversal of accrued Symmetry™ Bypass System legal costs, net of settlement costs

– $13,700 reversal, or $0.04 per share, of previously recorded income tax expense due to the finalization of certain tax examinations

(3) Adjusted first nine months of 2006 net earnings and adjusted diluted net earnings per share exclude after tax charges of:

– $37,074, or $0.10 per share, related to stock based compensation

– $22,014, or $0.06 per share, related to restructuring plans

(4) Adjusted first nine months of 2005 net earnings and adjusted diluted net earnings per share exclude after tax charges and credits of:

– $6,200 contribution, or $0.02 per share, to the St. Jude Medical Foundation, recorded as a charge to SG&A expense

– $26,100 purchased R&D charges, or $0.07 per share, related to the acquisitions of Endocardial Solutions, Inc. and Velocimed, LLC

– $7,130 credit, or $0.02 per share, for the reversal of accrued Symmetry™ Bypass System legal costs, net of settlement costs

– $27,000 income tax expense, or $0.07 per share, on the repatriation of $500 million under the American Jobs Creation Act of 2004

– $13,700 reversal, or $0.04 per share, of previously recorded income tax expense due to the finalization of certain tax examinations

Condensed Consolidated Balance Sheets

(in thousands)

(Unaudited)

	September 30, 2006		December 31, 2005
Cash & cash equivalents	$	70,289	$	534,568
Accounts receivable, net		868,327		793,929
Inventories		438,401		378,456
Other current assets		258,681		234,188
Property, plant & equipment, net		572,203		438,416
Goodwill		1,639,023		1,634,973
Other intangible assets, net		560,308		572,246
Other assets		267,832		258,064
Total assets	$	4,675,064	$	4,844,840
Current portion of long-term debt	$	660,000	$	876,000
Other current liabilities		607,030		658,382
Long-term debt		358,197		176,970
Deferred income taxes		178,817		157,443
Long-term other liabilities		109,469		93,000
Total equity		2,761,551		2,883,045
Total liabilities & equity	$	4,675,064	$	4,844,840