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): July 22, 2009

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 St. Jude Medical Drive, St. Paul, MN	55117
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (651) 756-2000

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 July 22, 2009, St. Jude Medical, Inc. (the “Company”) issued a press release concerning its financial results for the second quarter of 2009. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 8.01 Other Events.

The press release referred to above and furnished as Exhibit 99.1 to this report also announced that on July 22, 2009, the Board of Directors of the Company authorized the repurchase of up to $500 million of the Company’s common stock.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits:

99.1 Press release issued by St. Jude Medical, Inc. on July 22, 2009.

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: July 22, 2009	By:	/s/ Pamela S. Krop
		Pamela S. Krop
		Vice President, General Counsel
		and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release issued by St. Jude Medical, Inc. on July 22, 2009.

EX-99.1

Exhibit 99.1

St. Jude Medical, Inc. Global Headquarters One St. Jude Medical Drive St. Paul, MN 55117-9913 USA Tel 651 756 2000 sjm.com

News Release

MEDIA AND INVESTOR CONTACT:
Angela Craig
acraig@sjm.com
Tel   651 756 2191

St. Jude Medical Reports Second Quarter 2009 Results

Board of Directors Authorizes $500 Million Stock Repurchase Program

ST. PAUL, Minn. – July 22, 2009 – St. Jude Medical, Inc. (NYSE: STJ) today reported sales and net earnings for the second quarter ended July 4, 2009. The Company also announced today that its Board of Directors has authorized the repurchase of up to $500 million of St. Jude Medical common stock.

Second Quarter Results

The Company reported net sales of $1.184 billion in the second quarter of 2009, an increase of 4 percent compared with the $1.136 billion in the second quarter of 2008. Foreign currency translation comparisons decreased second quarter sales by approximately $69 million. Revenue for the second quarter increased 10 percent after adjusting for the impact of foreign currency.

Reported net earnings for the second quarter of 2009 were $219 million, or $0.63 per diluted share. This compares with reported earnings for the second quarter of 2008 of $193 million, or $0.55 per diluted share, a 15 percent increase over the prior year.

Commenting on the Company’s growth program, St. Jude Medical Chairman, President and Chief Executive Officer Daniel J. Starks said, “Sales results met or exceeded guidance in each of our four major growth programs during the second quarter. We are pleased with our currency neutral sales growth of 14 percent for the first half of 2009, and we reaffirm our guidance for full year 2009 earnings in the range of $2.48 to $2.54.”

Cardiac Rhythm Management (CRM)

Total CRM sales, which include implantable cardioverter defibrillator (ICD) and pacemaker products, were $704 million for the second quarter of 2009, a 1 percent decrease compared with the second quarter of 2008. On a currency neutral basis, total CRM sales grew 5 percent over the comparable quarter in 2008.

Of that total, ICD product sales were $400 million in the second quarter, a 1 percent decrease compared with the second quarter of 2008. ICD revenue grew 4 percent after adjusting for the impact of foreign currency.

Second quarter pacemaker sales were $304 million, a decrease of 1 percent from the comparable quarter of 2008. Pacemaker revenue growth was 6 percent after adjusting for the impact of foreign currency.

Atrial Fibrillation (AF)

AF product sales for the second quarter totaled $156 million, a 16 percent increase over the second quarter of 2008. On a currency neutral basis, total AF sales grew 23 percent over the comparable quarter in 2008.

Neuromodulation

St. Jude Medical sales of neuromodulation products were $81 million in the second quarter of 2009, up 33 percent from the comparable quarter of 2008. Neuromodulation sales were up 36 percent in the quarter after adjusting for the impact of foreign currency.

Cardiovascular

Total cardiovascular sales, which primarily include vascular closure and heart valve products, were $243 million for the second quarter of 2009, a 7 percent increase over the second quarter of 2008. On a currency neutral basis, total cardiovascular sales grew 13 percent over the comparable quarter in 2008. This product category now includes sales of products that St. Jude Medical acquired from Radi Medical Systems AB in December 2008.

Sales of vascular closure products in the second quarter of 2009 were $99 million, a 2 percent increase over the second quarter of 2008. Vascular closure product sales grew 9 percent after adjusting for the impact of foreign currency.

Heart valve product sales for the second quarter of 2009 were $84 million, a 3 percent decrease compared with the second quarter of 2008. Heart valve product sales grew 3 percent after adjusting for the impact of foreign currency.

Share Repurchase Program

The Company also announced today that its Board of Directors has authorized the repurchase of up to $500 million of St. Jude Medical common stock. The Company intends to repurchase the shares in the second half of 2009 through the open market, in privately negotiated transactions, or otherwise.

“The Board’s decision to adopt a new stock repurchase program reflects our continued commitment to enhancing shareholder value and our confidence in St. Jude Medical’s multiple growth platforms,” said Starks.

Third Quarter and Full Year 2009 Sales and Earnings Guidance

During a conference call today, St. Jude Medical will provide its range for revenue expectations for the third quarter and full year by product category.

The Company expects its consolidated earnings for the third quarter of 2009 to be in the range of $0.61 to $0.63 per diluted share and for full-year 2009 reconfirms guidance in the range of $2.48 to $2.54.

Non-GAAP Financial Measures

The Company provides adjusted net earnings and adjusted net 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, impairment charges, restructuring charges, litigation charges or litigation reserve adjustments and income tax adjustments). These adjustments result from facts and circumstances (such as business development activities, restructuring activities, asset impairment events or developments, 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. St. Jude Medical management uses adjusted net earnings and adjusted net 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.

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 second quarter 2009 earnings call can be heard live today beginning at 7 a.m. CDT (also archived for 90 days) on the following Web site:

http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=73836&eventID=2282601

About St. Jude Medical

St. Jude Medical develops medical technology and services that focus on putting more control into the hands of those who treat cardiac, neurological and chronic pain patients worldwide. The company is dedicated to advancing the practice of medicine by reducing risk wherever possible and contributing to successful outcomes for every patient. Headquartered in St. Paul, Minn., St. Jude Medical employs more than 15,000 people worldwide and has four major focus areas that include: cardiac rhythm management, atrial fibrillation, cardiovascular and neuromodulation. 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, anticipated regulatory approvals and future product launches, and projected 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 Risk Factors and Cautionary Statements sections of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009. 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						Six Months Ended
	July 4, 2009			June 28, 2008			July 4, 2009			June 28, 2008
Net sales	$	1,184,412		$	1,135,760		$	2,318,205		$	2,146,498
Cost of sales		305,544			287,691			600,039			548,178
Gross profit		878,868			848,069			1,718,166			1,598,320
Selling, general & administrative expense		431,169			416,261			848,844			783,377
Research & development expense		143,052			138,455			282,403			262,090
Operating profit		304,647			293,353			586,919			552,853
Other income (expense), net		(4,961	)		(18,020	)		(12,273	)		(28,447	)
Earnings before income taxes		299,686			275,333			574,646			524,406
Income tax expense		80,316			82,421			154,005			154,925
Net earnings	$	219,370		$	192,912	(1)	$	420,641		$	369,481	(3)
Adjusted net earnings (Non-GAAP)				$	200,356	(2)				$	382,691	(4)
Diluted net earnings per share	$	0.63		$	0.55		$	1.20		$	1.06
Adjusted diluted net earnings per share (Non-GAAP)				$	0.58	(2)				$	1.09	(4)
Weighted average shares outstanding- diluted		350,620			348,269			350,213			350,112

 (1) Second quarter 2008 net earnings were reduced by $8,147 due to the impact of retroactively adjusting the historical financial statements, as required by GAAP, to reflect the change in accounting related to the convertible debentures.

 (2) Second quarter 2008 adjusted net earnings and adjusted diluted net earnings per share include $7,444 of income tax benefit, or $0.03 per share, related to the benefit from the federal research and development tax credit extended in the fourth quarter of 2008 retroactive to the beginning of the year.

 (3) First six months 2008 net earnings were reduced by $16,359 due to the impact of retroactively adjusting the historical financial statements, as required by GAAP, to reflect the change in accounting related to the convertible debentures.

 (4) First six months 2008 adjusted net earnings and adjusted diluted net earnings per share include $13,210 of income tax benefit, or $0.03 per share, related to the benefit from the federal research and development tax credit extended in the fourth quarter of 2008 retroactive to the beginning of the year.

Condensed Consolidated Balance Sheets

 (in thousands)

 (Unaudited)

	July 4, 2009		January 3, 2009
Cash and cash equivalents	$	486,569	$	136,443
Accounts receivable, net		1,177,067		1,101,258
Inventories		620,117		546,499
Other current assets		340,060		295,863
Property, plant & equipment, net		1,071,339		980,176
Goodwill		1,985,966		1,984,566
Other intangible assets, net		474,256		493,535
Other assets		208,449		184,164
Total assets	$	6,363,823	$	5,722,504
Current portion of long-term debt	$	324,525	$	75,518
Other current liabilities		918,793		953,006
Long-term debt		961,022		1,126,084
Deferred income taxes, net		126,738		112,231
Long-term other liabilities		254,387		219,759
Total equity		3,778,358		3,235,906
Total liabilities & equity	$	6,363,823	$	5,722,504