St. Jude Medical (STJ)

PART II

There were no sales of unregistered securities during the 2008 fiscal year, and we did not repurchase any of our shares during the fourth quarter of the 2008 fiscal year. The information set forth under the Stock Exchange Listings caption in the Financial Report included in St. Jude Medical’s 2008 Annual Report to Shareholders and filed as Exhibit 13 to this Form 10-K is incorporated herein by reference. We have not declared or paid any cash dividends during the past two years. We currently intend to retain our earnings for use in the operation and expansion of our business and therefore do not anticipate paying any cash dividends in the foreseeable future.

The information set forth under the caption Five-Year Summary Financial Data in the Financial Report included in St. Jude Medical’s 2008 Annual Report to Shareholders and filed as Exhibit 13 to this Form 10-K is incorporated herein by reference.

The information set forth under Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Financial Report included in St. Jude Medical’s 2008 Annual Report to Shareholders and filed as Exhibit 13 to this Form 10-K is incorporated herein by reference.

The information set forth under the Market Risk section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Financial Report included in St. Jude Medical’s 2008 Annual Report to Shareholders and filed as Exhibit 13 to this Form 10-K is incorporated herein by reference.

The Consolidated Financial Statements and Notes thereto and the Reports of Independent Registered Public Accounting Firm set forth in the Financial Report included in St. Jude Medical’s 2008 Annual Report to Shareholders and filed as Exhibit 13 to this Form 10-K are incorporated herein by reference.

None.

Under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act of 1934). Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of January 3, 2009.

Management’s annual report on our internal control over financial reporting is provided in the Financial Report included in St. Jude Medical’s 2008 Annual Report to Shareholders and filed as Exhibit 13 to this Form 10-K and incorporated herein by reference. The effectiveness of our internal control over financial reporting as of January 3, 2009 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is provided in the Financial Report included in St. Jude Medical’s 2008 Annual Report to Shareholders and filed as Exhibit 13 to this Form 10-K and incorporated herein by reference.

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PART III

The information set forth under the captions Proposal to Elect Directors, Director Nomination Process, Director Independence and Audit Committee Financial Literacy and Expertise and Section 16(a) Beneficial Ownership Reporting Compliance in St. Jude Medical’s Proxy Statement for the 2009 Annual Meeting of Shareholders is incorporated herein by reference. The information set forth under the caption Executive Officers of the Registrant in Part I, Item 1 of this Form 10-K is incorporated herein by reference.

We have adopted a Code of Business Conduct for our principal executive officer, principal financial officer, principal accounting officer, corporate controller and all other employees. We have made our Code of Business Conduct available on our website (http://www.sjm.com) under the Our Company – About St. Jude Medical – Corporate Governance section and it is available in print to any shareholder who submits a request to St. Jude Medical, Inc., One St. Jude Medical Drive, St. Paul, Minnesota 55117, Attention: Corporate Secretary. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Business Conduct by posting such information on our website at the web address and location specified above. Information included on our website is not deemed to be incorporated into this Form 10-K.

The information set forth under the captions Compensation of Directors, Executive Compensation and Compensation Committee Interlocks and Insider Participation in St. Jude Medical’s Proxy Statement for the 2009 Annual Meeting of Shareholders is incorporated herein by reference.

The information set forth under the captions Share Ownership of Management and Directors and Certain Beneficial Owners in St. Jude Medical’s Proxy Statement for the 2009 Annual Meeting of Shareholders is incorporated herein by reference.

The information set forth under the captions Related Person Transactions and Director Independence and Audit Committee Financial Literacy and Expertise in St. Jude Medical’s Proxy Statement for the 2009 Annual Meeting of Shareholders is incorporated herein by reference.

The information set forth under the caption Proposal to Ratify the Appointment of Independent Registered Public Accounting Firm in St. Jude Medical’s Proxy Statement for the 2009 Annual Meeting of Shareholders is incorporated herein by reference.

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PART II

There were no
sales of unregistered securities during the 2008 fiscal year, and we did not
repurchase any of our shares during the fourth quarter of the 2008 fiscal year.
The information set forth under the Stock
Exchange Listings caption in the Financial Report included in St.
Jude Medical’s 2008 Annual Report to Shareholders and filed as Exhibit 13 to
this Form 10-K is incorporated herein by reference. We have not declared or
paid any cash dividends during the past two years. We currently intend to
retain our earnings for use in the operation and expansion of our business and
therefore do not anticipate paying any cash dividends in the foreseeable
future.

The
information set forth under the caption Five-Year
Summary Financial Data in the Financial Report included in St. Jude
Medical’s 2008 Annual Report to Shareholders and filed as Exhibit 13 to this
Form 10-K is incorporated herein by reference.

The
information set forth under Management’s
Discussion and Analysis of Financial Condition and Results of Operations
in the Financial Report included in St. Jude Medical’s 2008 Annual Report to
Shareholders and filed as Exhibit 13 to this Form 10-K is incorporated herein
by reference.

The information
set forth under the Market Risk section of
Management’s Discussion and Analysis of Financial Condition and Results of
Operations in the Financial Report included in St. Jude Medical’s
2008 Annual Report to Shareholders and filed as Exhibit 13 to this Form 10-K is
incorporated herein by reference.

The
Consolidated Financial Statements and Notes thereto and the Reports of
Independent Registered Public Accounting Firm set forth in the Financial Report
included in St. Jude Medical’s 2008 Annual Report to Shareholders and filed as
Exhibit 13 to this Form 10-K are incorporated herein by reference.

None.

Under the
supervision and with the participation of our management, including our Chief
Executive Officer (CEO) and Chief Financial Officer (CFO), we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Exchange Act of 1934). Based
on that evaluation, our CEO and CFO concluded that our disclosure controls and
procedures were effective as of January 3, 2009.

Management’s
annual report on our internal control over financial reporting is provided in
the Financial Report included in St. Jude Medical’s 2008 Annual Report to
Shareholders and filed as Exhibit 13 to this Form 10-K and incorporated herein
by reference. The effectiveness of our internal control over financial
reporting as of January 3, 2009 has been audited by Ernst & Young LLP, an
independent registered public accounting firm, as stated in their report which
is provided in the Financial Report included in St. Jude Medical’s 2008 Annual
Report to Shareholders and filed as Exhibit 13 to this Form 10-K and
incorporated herein by reference.

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