|   |
|---|
|   |  |
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

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|                                                                  |  |  |
|                                                             |   |   |
| Minnesota                                                        |   | 41-1276891 |
| (State or other jurisdiction of                                  |   | (I.R.S. Employer Identification No.) |
| incorporation or organization)                                   |   |   |
|                                                             |   |   |
| One St. Jude Medical Drive                                       |   | (651) 756-2000 |
| St. Paul, Minnesota 55117                                        |   | (Registrant’s telephone number, |
| (Address of principal executive                                  |   | including area code) |
| offices, including zip code)                                     |   |   |
|                                                             |   |   |
|                                                             |   |   |
| Securities registered pursuant to Section 12(b) of the Act:      |
|                                                             |   |   |
| Common Stock ($.10 par value)                                    |   | New York Stock Exchange |
| (Title of class)                                                 |   | (Name of exchange on which registered) |
|                                                             |
| Securities registered pursuant to Section 12(g) of the Act: None |
|                                                             |   |   |

|                           |
|---------------------------|
|                           |  |  |
| Large accelerated filer x |   | Accelerated filer o |
| Non-accelerated filer o   | (Do not check if a smaller reporting company) | Smaller reporting company o |

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|        |  |  |
| ITEM   | DESCRIPTION | PAGE |
|   |   |   |
|   | PART I |   |
|   |   |   |
| 1.     | Business | 1 |
| 1A.    | Risk Factors | 17 |
| 1B.    | Unresolved Staff Comments | 26 |
| 2.     | Properties | 26 |
| 3.     | Legal Proceedings | 27 |
| 4.     | Mine Safety Disclosures | 27 |
|   |   |   |
|   | PART II |   |
|   |   |   |
| 5.     | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 28 |
| 6.     | Selected Financial Data | 28 |
| 7.     | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28 |
| 7A.    | Quantitative and Qualitative Disclosures About Market Risk | 28 |
| 8.     | Financial Statements and Supplementary Data | 28 |
| 9.     | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 28 |
| 9A.    | Controls and Procedures | 29 |
| 9B.    | Other Information | 29 |
|   |   |   |
|   | PART III |   |
|   |   |   |
| 10.    | Directors, Executive Officers and Corporate Governance | 29 |
| 11.    | Executive Compensation | 29 |
| 12.    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 30 |
| 13.    | Certain Relationships and Related Transactions, and Director Independence | 30 |
| 14.    | Principal Accountant Fees and Services | 30 |
|   |   |   |
|   | PART IV |   |
|   |   |   |
| 15.    | Exhibits and Financial Statement Schedules | 31 |
|   |   |   |
|   | Signatures | 37 |

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|         |          |
|---------|----------|
| Item 1. | BUSINESS |

|                               |
|-------------------------------|
|                               |  |  |  |  |  |  |  |  |  |  |  |  |
| Net Sales (in millions)  |   | 2012 |   | 2011 |   | 2010 |
| Cardiac Rhythm Management     |   | $ | 2,854 |  |   | $ | 3,034 |  |   | $ | 3,040 |  |
| Cardiovascular                |   | 1,328 |  |   | 1,337 |  |   | 1,036 |  |
| Atrial Fibrillation           |   | 898 |  |   | 822 |  |   | 708 |  |
| Neuromodulation               |   | 423 |  |   | 419 |  |   | 380 |  |
|                          |   | $ | 5,503 |  |   | $ | 5,612 |  |   | $ | 5,164 |  |
| Percentage of Total Net Sales |   | 2012 |   | 2011 |   | 2010 |
| Cardiac Rhythm Management     |   | 51.9 | % |   | 54.1 | % |   | 58.9 | % |
| Cardiovascular                |   | 24.1 | % |   | 23.8 | % |   | 20.1 | % |
| Atrial Fibrillation           |   | 16.3 | % |   | 14.6 | % |   | 13.7 | % |
| Neuromodulation               |   | 7.7 | % |   | 7.5 | % |   | 7.3 | % |

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|                        |
|------------------------|
|                        |  |  |  |  |
| Name                   |   | Age |   | Position |
| Daniel J. Starks       |   | 58 |   | Chairman (2004), President (2001) and Chief Executive Officer (2004) |
| John C. Heinmiller     |   | 58 |   | Executive Vice President (2004) |
| Michael T. Rousseau    |   | 57 |   | Group President (2012) and (Acting) Chief Marketing Officer (2012) |
| Joel D. Becker         |   | 45 |   | President, U.S. Division (2011) |
| Frank J. Callaghan     |   | 59 |   | President, Cardiovascular and Ablation Technologies Division (2012) |
| Eric S. Fain, M.D.     |   | 52 |   | President, Implantable Electronic Systems Division (2012) |
| Denis M. Gestin        |   | 49 |   | President, International (2008) |
| Angela D. Craig        |   | 41 |   | Vice President, Global Human Resources (2012) |
| Kathleen M. Chester    |   | 50 |   | Vice President, Global Regulatory (2012) |
| Rachel H. Ellingson    |   | 43 |   | Vice President, Corporate Relations (2012) |
| Jeff A. Fecho          |   | 52 |   | Vice President, Global Quality (2012) |
| Thomas R. Northenscold |   | 54 |   | Vice President, Information Technology and Chief Information Officer (2007) |
| Jason A. Zellers       |   | 47 |   | Vice President, General Counsel and Corporate Secretary (2011); Vice President and General Counsel, International (2006) |
| Donald J. Zurbay       |   | 45 |   | Vice President (2006) and Chief Financial Officer (2012) |

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|          |              |
|----------|--------------|
| Item 1A. | RISK FACTORS |

|        |
|--------|
|        |  |  |
|   | - | take a significant amount of time, |
|   | - | require the expenditure of substantial resources, |
|   | - | involve rigorous pre-clinical and clinical testing, as well as increased post-market surveillance, |
|   | - | involve modifications, repairs or replacements of our products, and |
|   | - | result in limitations on the indicated uses of our products. |

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|        |
|--------|
|        |  |  |  |
|   | - |   | the presence or absence of adequate internal controls and/or significant fraud in the financial systems of acquired companies; |
|   | - |   | adverse developments arising out of investigations by governmental entities of the business practices of acquired companies; |
|   | - |   | any decrease in customer loyalty and product orders caused by dissatisfaction with the combined companies' product lines and sales and marketing practices, including price increases; |
|   | - |   | our ability to retain key employees; and |
|   | - |   | the ability of the combined company to achieve synergies among its constituent companies, such as increasing sales of the combined company's products, achieving cost savings and effectively combining technologies to develop new products. |

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|        |
|--------|
|        |  |  |  |
|   | - |   | the imposition of or increase in import or export duties, surtaxes, tariffs or customs duties; |
|   | - |   | the imposition of import or export quotas or other trade restrictions; |
|   | - |   | foreign tax laws and potential increased costs associated with overlapping tax structures; |
|   | - |   | compliance with various U.S. and foreign laws, including the Foreign Corrupt Practices Act, the UK Anti-Bribery Act and import/export laws; |
|   | - |   | longer accounts receivable cycles in certain foreign countries, whether due to cultural, economic or other factors; |
|   | - |   | changes in medical reimbursement programs and regulatory requirements in international markets in which we operate; and |
|   | - |   | economic and political instability in foreign countries, including concerns over excessive levels of sovereign debt and budget deficits in countries where we market our products that could result in an inability to pay or timely pay outstanding payables. |

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|          |
|----------|
|          |  |
|     |   |
| Item 1B. | UNRESOLVED STAFF COMMENTS |

|         |
|---------|
|         |  |
|    |   |
| Item 2. | PROPERTIES |

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|         |
|---------|
|         |  |
|    |   |
| Item 3. | LEGAL PROCEEDINGS |

|         |
|---------|
|         |  |
|    |   |
| Item 4. | MINE SAFETY DISCLOSURES |

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|         |
|---------|
|         |  |
|    |   |
| Item 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |

|                        |
|------------------------|
|                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Period                 |   | Total Numberof SharesPurchased (c) |   | Average PricePaid per Share |   | Total Number ofShares Purchasedas Part of PubliclyAnnounced Plansor Programs |   | ApproximateDollar Value ofShares that MayYet Be PurchasedUnder the Plansor Programs |   |
| 9/30/2012 - 10/27/2012 |   | 3,943,365 |  |   | $ | 39.28 |  |   | 3,943,000 |  |   | $ | 145,113,029 |  | (a) |
| 10/28/2012 - 12/1/2012 |   | 3,752,733 |  |   | 38.67 |  |   | 3,752,213 |  |   | 1,000,000,000 |  | (a), (b) |
| 12/2/2012 - 12/29/2012 |   | 12,856,149 |  |   | 35.62 |  |   | 12,856,100 |  |   | 542,012,144 |  | (b) |
| Total                  |   | 20,552,247 |  |   | $ | 36.88 |  |   | 20,551,313 |  |   | $ | 542,012,144 |  |   |

|         |
|---------|
|         |  |
|    |   |
| Item 6. | SELECTED FINANCIAL DATA |

|         |
|---------|
|         |  |
|    |   |
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |

|          |
|----------|
|          |  |
|     |   |
| Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |

|         |
|---------|
|         |  |
|    |   |
| Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |

|         |
|---------|
|         |  |
|    |   |
| Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |

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|          |
|----------|
|          |  |
|     |   |
| Item 9A. | CONTROLS AND PROCEDURES |

|          |
|----------|
|          |  |
|     |   |
| Item 9B. | OTHER INFORMATION |

|          |
|----------|
|          |  |
|     |   |
| Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |

|          |
|----------|
|          |  |
|     |   |
| Item 11. | EXECUTIVE COMPENSATION |

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|          |
|----------|
|          |  |
|     |   |
| Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |

|                                                                                   |
|-----------------------------------------------------------------------------------|
|                                                                                   |  |  |  |  |  |  |
| Plan Category                                                                     |   | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) (1) |   | Weighted-average exercise price of outstanding options, warrants and rights (b) |   | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) (2) |
| Stock plans approved by shareholders (3)                                          |   | 28,107,923 |   | $38.08 |   | 18,254,926 |
|                                                                              |   |   |   |   |   |   |
| St. Jude Medical, Inc. 2007 Employee Stock Purchase Plan approved by shareholders |   | — |   | — |   | 6,706,103 |
|                                                                              |   |   |   |   |   |   |
| All equity compensation plans approved by shareholders                            |   | 28,107,923 |   | $38.08 |   | 24,961,029 |
|                                                                              |   |   |   |   |   |   |
| Equity compensation plans not approved by shareholders                            |   | — |   | — |   | — |
|                                                                              |   |   |   |   |   |   |
| Total                                                                             |   | 28,107,923 |   | $38.08 |   | 24,961,029 |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Excludes, as of December 29, 2012, 63,868 shares underlying outstanding stock options assumed by us in connection with our acquisition of Advanced Neuromodulation Systems, Inc. (ANS) which were originally granted pursuant to the following plans of ANS: the Quest Medical, Inc. 1995 Stock Option Plan, the Quest Medical, Inc. 1998 Stock Option Plan, the ANS 2000 Stock Option Plan, the ANS 2001 Employee Stock Option Plan, the ANS 2002 Stock Option Plan and the ANS 2004 Stock Incentive Plan.  The options are administered pursuant to the terms of the plan under which they were originally granted.  No future options will be granted under these acquired plans. |

|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  (2) | The shares available for future issuance as of December 29, 2012 included 107,439 shares available for restricted stock grants under the St. Jude Medical, Inc. 2000 Stock Plan, as amended; and, if all remaining shares authorized for issuance under the 2007 Stock Incentive Plan, as amended and restated, were allocated to full value awards such that no additional stock options could be granted under the 2007 Stock Incentive Plan, up to 7,535,050 shares available for full value awards under the 2007 Stock Incentive Plan. |

|     |                                                                                                                                                                                                                                                                                                                                    |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Includes the St. Jude Medical, Inc. 1997 Stock Option Plan, as amended, the St. Jude Medical, Inc. 2000 Stock Plan, as amended, the St. Jude Medical, Inc. 2002 Stock Plan, as amended, the St. Jude Medical, Inc. 2006 Stock Plan, as amended, and the St. Jude Medical, Inc. 2007 Stock Incentive Plan, as amended and restated. |

|          |
|----------|
|          |  |
|     |   |
| Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |

|          |
|----------|
|          |  |
|     |   |
| Item 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |

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|          |
|----------|
|          |  |
|     |   |
| Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |

|        |
|--------|
|        |  |  |  |  |  |
| (a)    |   | List of documents filed as part of this Report |
|   |   | (1 | ) |   | Financial Statements |
|   |   |   |   | The following Consolidated Financial Statements of St. Jude Medical and Reports of Independent Registered Public Accounting Firm as set forth in the Financial Report included in St. Jude Medical’s 2012 Annual Report to Shareholders are incorporated herein by reference from Exhibit 13 attached hereto: |
|   |   |   |   | Reports of Independent Registered Public Accounting Firm |
|   |   |   |   | Consolidated Statements of Earnings – Fiscal Years ended December 29, 2012, December 31, 2011 and January 1, 2011 |
|        |   |   |   | Consolidated Statements of Comprehensive Income – Fiscal Years ended December 29, 2012, December 31, 2011 and January 1, 2011 |
|   |   |   |   | Consolidated Balance Sheets – December 29, 2012 and December 31, 2011 |
|   |   |   |   | Consolidated Statements of Shareholders’ Equity – Fiscal Years ended December 29, 2012, December 31, 2011 and January 1, 2011 |
|   |   |   |   | Consolidated Statements of Cash Flows – Fiscal Years ended December 29, 2012, December 31, 2011 and January 1, 2011 |
|   |   |   |   | Notes to the Consolidated Financial Statements |
|   |   | (2 | ) |   | Financial Statement Schedules |
|   |   |   |   | Schedule II – Valuation and Qualifying Accounts, is filed as part of this Form 10-K (see Item 15(c)). |
|   |   |   |   | All other financial statement schedules not listed above have been omitted because the required information is included in the Consolidated Financial Statements or Notes thereto, or is not applicable. |
|   |   | (3 | ) |   | Exhibits |
|   |   |   |   | Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of certain instruments defining the rights of holders of certain long-term debt of St. Jude Medical are not filed, and in lieu thereof, we agree to furnish copies thereof to the SEC upon request. |

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|         |  |  |
|    |   |   |
| Exhibit |   | Exhibit Index |
|    |   |   |
| 2.1     |   | Agreement and Plan of Merger and Reorganization, dated as of October 15, 2010, among St. Jude Medical, Inc., Asteroid Subsidiary Corporation and AGA Medical Holdings, Inc., is incorporated by reference to Exhibit 2.1 to St. Jude Medical’s Registration Statement on Form S-4 filed on October 20, 2010 (Commission File No. 333-170045). |
|    |   |   |
| 3.1     |   | Articles of Incorporation, as amended on May 9, 2008, are incorporated by reference to Exhibit 3.1 of St. Jude Medical’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2008. |
|    |   |   |
| 3.2     |   | Bylaws, as amended and restated as of February 25, 2005, are incorporated by reference to Exhibit 3.1 to St. Jude Medical’s Current Report on Form 8-K filed on March 2, 2005. |
|    |   |   |
| 4.1     |   | Specimen Common Stock Certificate is incorporated by reference to Exhibit 4.1 to St. Jude Medical’s Registration Statement on Form S-4 filed October 20, 2010 (Commission File No. 333-170045). |
|    |   |   |
| 4.2     |   | Indenture, dated as of July 28, 2009, between St. Jude Medical, Inc. and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to St. Jude Medical’s Current Report on Form 8-K filed on July 28, 2009. |
|    |   |   |
| 4.3     |   | First Supplemental Indenture, dated as of July 28, 2009, between St. Jude Medical, Inc. and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.2 to St. Jude Medical’s Current Report on Form 8-K filed on July 28, 2009. |
|    |   |   |
| 4.4     |   | Second Supplemental Indenture, dated as of March 17, 2010, between the Company and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to St. Jude Medical’s Current Report on Form 8-K filed on March 19, 2010. |
|    |   |   |
| 4.5     |   | Third Supplemental Indenture, dated as of December 6, 2010, between the Company and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to St. Jude Medical’s Current Report on Form 8-K filed on December 6, 2010. |
|    |   |   |
| 10.1    |   | Form of Indemnification Agreement that St. Jude Medical has entered into with executive officers is incorporated by reference to Exhibit 10.1 to St. Jude Medical’s Annual Report on Form 10K for the year ended January 1, 2011. |
|    |   |   |
| 10.2    |   | Form of Indemnification Agreement that St. Jude Medical has entered into with directors is incorporated by reference to Exhibit 10.2 to St. Jude Medical’s Annual Report on Form 10K for the year ended January 1, 2011. |
|    |   |   |
| 10.3    |   | St. Jude Medical, Inc. Management Incentive Compensation Plan is incorporated by reference to Exhibit 10.1 to St. Jude Medical’s Current Report on Form 8-K filed on May 11, 2009. * |
|    |   |   |
| 10.4    |   | St. Jude Medical, Inc. Management Savings Plan, restated effective January 1, 2008, is incorporated by reference to Exhibit 10.1 of St. Jude Medical’s Current Report on Form 8-K filed on October 29, 2008. First Amendment to the St. Jude Medical, Inc. Management Savings Plan is incorporated by reference to Exhibit 4.2 to St. Jude Medical's Registration Statement on Form S-8 filed on August 8, 2012 (Commission File No. 333-183158). * |
|    |   |   |
| 10.5    |   | St. Jude Medical, Inc. 2007 Employee Stock Purchase Plan, as amended effective August 1, 2012, is incorporated by reference to Exhibit 10.1 to St. Jude Medical’s Current Report on Form 8-K filed on May 4, 2012. * |
|    |   |   |
| 10.6    |   | St. Jude Medical, Inc. 1997 Stock Option Plan is incorporated by reference to Exhibit 4.1 of St. Jude Medical’s Registration Statement on Form S-8 filed December 22, 1997 (Commission File No. 333-42945). * |

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|         |
|---------|
|         |  |  |
|    |   |   |
| Exhibit |   | Exhibit Index |
|    |   |   |
| 10.7    |   | Amendment, dated as of October 23, 2008, to the St. Jude Medical, Inc. 1997 Stock Option Plan is incorporated by reference to Exhibit 10.2 of St. Jude Medical’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2008. * |
|    |   |   |
| 10.8    |   | St. Jude Medical, Inc. 2000 Stock Plan, as amended, is incorporated by reference to Exhibit 10.4 of St. Jude Medical’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006. * |
|    |   |   |
| 10.9    |   | Amendment, dated as of October 23, 2008, to the St. Jude Medical, Inc. 2000 Stock Plan is incorporated by reference to Exhibit 10.3 of St. Jude Medical’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2008. * |
|    |   |   |
| 10.10   |   | St. Jude Medical, Inc. 2002 Stock Plan, as amended, is incorporated by reference to Exhibit 10.5 of St. Jude Medical’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006. * |
|    |   |   |
| 10.11   |   | Amendment, dated as of October 23, 2008, to the St. Jude Medical, Inc. 2002 Stock Plan is incorporated by reference to Exhibit 10.4 of St. Jude Medical’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2008. * |
|    |   |   |
| 10.12   |   | Form of Non-Qualified Stock Option Agreement (amended 2011) and related Notice of Non-Qualified Stock Option Grant under the St. Jude Medical, Inc. 2002 Stock Plan, as amended, is incorporated by reference to Exhibit 10.1 to St. Jude Medical’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2011.* |
|    |   |   |
| 10.13   |   | St. Jude Medical, Inc. 2006 Stock Plan is incorporated by reference to Exhibit 10.1 to St. Jude Medical’s Current Report on Form 8-K filed on May 16, 2006. * |
|    |   |   |
| 10.14   |   | Amendment, dated as of October 23, 2008, to the St. Jude Medical, Inc. 2006 Stock Plan is incorporated by reference to Exhibit 10.5 of St. Jude Medical’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2008. * |
|    |   |   |
| 10.15   |   | Form of Non-Qualified Stock Option Agreement for Non-Employee Directors (amended 2011) and related Notice of Non-Qualified Stock Option Grant for options granted prior to December 10, 2012 under the St. Jude Medical, Inc. 2006 Stock Plan is incorporated by reference to Exhibit 10.2 to St. Jude Medical's Quarterly Report on Form 10-Q for the quarter ended July 2, 2011. * |
|    |   |   |
| 10.16   |   | Form of Non-Qualified Stock Option Agreement for Employees (amended 2011) and the related Notice of Non-Qualified Stock Option Grant for options granted prior to December 10, 2012 under the St. Jude Medical, Inc. 2006 Stock Plan is incorporated by reference to Exhibit 10.3 of St. Jude Medical's Quarterly Report on Form 10-Q for the quarter ended July 2, 2011. * |
|    |   |   |
| 10.17   |   | Form of Non-Qualified Stock Option Agreement (amended 2011) and related Notice of Non-Qualified Stock Option Grant for options granted prior to December 10, 2012 under the St. Jude Medical, Inc. 2007 Stock Incentive Plan, is incorporated by reference to Exhibit 10.4 of St. Jude Medical's Quarterly Report on Form 10-Q for the quarter ended July 2, 2011. * |
|    |   |   |
| 10.18   |   | Form of Non-Qualified Stock Option Agreement for Non-Employee Directors (amended 2011) and related Notice of Non-Qualified Stock Option Grant for options granted prior to December 10, 2012 under the St. Jude Medical, Inc. 2007 Stock Incentive Plan, is incorporated by reference to Exhibit 10.5 of St. Jude Medical's Quarterly Report on Form 10-Q for the quarter ended July 2, 2011. * |
|    |   |   |
| 10.19   |   | Form of Restricted Stock Award Agreement (amended 2011) and related Restricted Stock Award Certificate for restricted stock granted prior to December 10, 2012 under the St. Jude Medical, Inc. 2007 Stock Incentive Plan, is incorporated by reference to Exhibit 10.6 to St. Jude Medical's Quarterly Report on Form 10-Q for the quarter ended July 2, 2011. * |

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|         |
|---------|
|         |  |  |
|    |   |   |
| Exhibit |   | Exhibit Index |
|    |   |   |
| 10.20   |   | Form of Restricted Stock Units Award Agreement (amended 2011) and related Restricted Stock Units Award Certificate for restricted stock units granted prior to December 10, 2012 under the St. Jude Medical, Inc. 2007 Stock Incentive Plan, is incorporated by reference to Exhibit 10.7 to St. Jude Medical's Quarterly Report on Form 10-Q for the quarter ended July 2, 2011. * |
|    |   |   |
| 10.21   |   | Form of Non-Qualified Stock Option Agreement for Non-Employee Directors and related Notice of Non-Qualified Stock Option Grant for stock options granted on or after December 10, 2012 under the St. Jude Medical, Inc. 2006 Stock Plan. * # |
|    |   |   |
| 10.22   |   | Form of Non-Qualified Stock Option Agreement for Employees and the related Notice of Non-Qualified Stock Option Grant for stock options granted on or after December 10, 2012 under the St. Jude Medical, Inc. 2006 Stock Plan. * # |
|    |   |   |
| 10.23   |   | St. Jude Medical, Inc. 2007 Stock Incentive Plan, as amended and restated (2011), is incorporated by reference to Exhibit 10.1 to St. Jude Medical’s Current Report on Form 8-K filed on May 13, 2011. * |
|    |   |   |
| 10.24   |   | Form of Non-Qualified Stock Option Agreement (Global) and related Notice of Non-Qualified Stock Option Grant for stock options granted on or after December 10, 2012 under the St. Jude Medical, Inc. 2007 Stock Incentive Plan. * # |
|    |   |   |
| 10.25   |   | Form of Non-Qualified Stock Option Agreement for Non-Employee Directors and related Notice of Non-Qualified Stock Option Grant for stock options granted on or after December 10, 2012 under the St. Jude Medical, Inc. 2007 Stock Incentive Plan. * # |
|    |   |   |
| 10.26   |   | Form of Restricted Stock Award Agreement and related Restricted Stock Award Certificate for stock options granted on or after December 10, 2012 under the St. Jude Medical, Inc. 2007 Stock Incentive Plan. * # |
|    |   |   |
| 10.27   |   | Form of Restricted Stock Units Award Agreement (Global) and related Restricted Stock Units Award Certificate for restricted stock units granted on or after December 10, 2012 under the St. Jude Medical, Inc. 2007 Stock Incentive Plan. * # |
|    |   |   |
| 10.28   |   | St. Jude Medical, Inc. Amended and Restated 1995 Stock Option Plan (formerly the Quest Medical, Inc. 1995 Stock Option Plan) is incorporated by reference to Exhibit 10.12 of St. Jude Medical’s Annual Report on Form 10-K for the year ended December 31, 2005. * |
|    |   |   |
| 10.29   |   | St. Jude Medical, Inc. Amended and Restated 1998 Stock Option Plan (formerly the Quest Medical, Inc. 1998 Stock Option Plan) is incorporated by reference to Exhibit 10.13 of St. Jude Medical’s Annual Report on Form 10-K for the year ended December 31, 2005. * |
|    |   |   |
| 10.30   |   | St. Jude Medical, Inc. Amended and Restated 2000 Stock Option Plan (formerly the Advanced Neuromodulation Systems, Inc. 2000 Stock Option Plan) is incorporated by reference to Exhibit 10.14 of St. Jude Medical’s Annual Report on Form 10-K for the year ended December 31, 2005. * |
|    |   |   |
| 10.31   |   | St. Jude Medical, Inc. Amended and Restated 2001 Employee Stock Option Plan (formerly the Advanced Neuromodulation Systems, Inc. 2001 Employee Stock Option Plan) is incorporated by reference to Exhibit 10.15 of St. Jude Medical’s Annual Report on Form 10-K for the year ended December 31, 2005. * |
|    |   |   |
| 10.32   |   | St. Jude Medical, Inc. Amended and Restated 2002 Stock Option Plan (formerly the Advanced Neuromodulation Systems, Inc. 2002 Stock Option Plan) is incorporated by reference to Exhibit 10.16 of St. Jude Medical’s Annual Report on Form 10-K for the year ended December 31, 2005. * |

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|         |
|---------|
|         |  |  |
|    |   |   |
| Exhibit |   | Exhibit Index |
|    |   |   |
| 10.33   |   | St. Jude Medical, Inc. Amended and Restated 2004 Stock Incentive Plan (formerly the Advanced Neuromodulation Systems, Inc. 2004 Stock Incentive Plan) is incorporated by reference to Exhibit 10.17 of St. Jude Medical’s Annual Report on Form 10-K for the year ended December 31, 2005. * |
|    |   |   |
| 10.34   |   | Form of Severance Agreement between St. Jude Medical, Inc. and executive officers hired prior to December 10, 2012 is incorporated by reference to Exhibit 10.1 to St. Jude Medical’s Current Report on Form 8-K filed on January 7, 2009. * |
|    |   |   |
| 10.35   |   | Form of Severance Agreement between St. Jude Medical, Inc. and executive officers hired on or after December 10, 2012. * # |
|    |   |   |
| 10.36   |   | Employment Agreement, dated as of April 1, 2002, between Advanced Neuromodulation Systems, Inc. and Christopher G. Chavez is incorporated by reference to Exhibit 10.16 of Advanced Neuromodulation Systems’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. * |
|    |   |   |
| 10.37   |   | Amendment, dated as of July 27, 2006, between Advanced Neuromodulation Systems, Inc. and Christopher G. Chavez, to Employment Agreement, effective as of April 1, 2002, between Advanced Neuromodulation Systems, Inc. and Christopher G. Chavez is incorporated by reference to Exhibit 10.2 to St. Jude Medical’s Current Report on Form 8-K filed on August 2, 2006. * |
|    |   |   |
| 10.38   |   | Multi-Year $1,500,000,000 Credit Agreement dated as of December 22, 2010 among St. Jude Medical, Inc., as the Borrower, Bank of America, N.A., as Administrative Agent, L/C Issuer and Lender, and the other Lenders party thereto, is incorporated by reference to Exhibit 10.1 to St. Jude Medical’s Current Report on Form 8-K filed on December 29, 2010. |
|    |   |   |
| 12      |   | Computation of Ratio of Earnings to Fixed Charges. # |
|    |   |   |
| 13      |   | Portions of St. Jude Medical’s 2012 Annual Report to Shareholders. # |
|    |   |   |
| 21      |   | Subsidiaries of the Registrant. # |
|    |   |   |
| 23      |   | Consent of Independent Registered Public Accounting Firm. # |
|    |   |   |
| 24      |   | Power of Attorney. # |
|    |   |   |
| 31.1    |   | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. # |
|    |   |   |
| 31.2    |   | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. # |
|    |   |   |
| 32.1    |   | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. # |
|    |   |   |
| 32.2    |   | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. # |
|    |   |   |
| 101     |   | Financial statements from the Annual Report on Form 10-K of St. Jude Medical, Inc. for the year ended December 29, 2012, formatted in XBRL: (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements. ## |

|        |
|--------|
|        |  |  |
|   |   |
| *      | Management contract or compensatory plan or arrangement. |
| #      | Filed as an exhibit to this Annual Report on Form 10-K. |

----

|     |                                               |
|-----|-----------------------------------------------|
| (b) | Exhibits: Reference is made to Item 15(a)(3). |

|     |            |
|-----|------------|
| (c) | Schedules: |

|                                  |
|----------------------------------|
|                                  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                             |   | Balance |   | Additions |   | Deductions |   |   |
| Description                      |   | at Beginningof Year |   | Charged toExpense |   | Other (2) |   | Write-offs (1) |   | Other (2) |   | Balance atEnd of Year |
| Allowance for doubtful accounts: |   |   |  |   |   |  |   |   |  |   |   |  |   |   |  |   |   |  |
| Fiscal year ended                |   |   |  |   |   |  |   |   |  |   |   |  |   |   |  |   |   |  |
| December 29, 2012                |   | $ | 101 |  |   | $ | 6 |  |   | $ | 1 |  |   | $ | (61 | ) |   | $ | — |  |   | $ | 47 |  |
| December 31, 2011                |   | $ | 35 |  |   | $ | 72 |  |   | $ | — |  |   | $ | (3 | ) |   | $ | (3 | ) |   | $ | 101 |  |
| January 1, 2011                  |   | $ | 35 |  |   | $ | 4 |  |   | $ | 2 |  |   | $ | (6 | ) |   | $ | — |  |   | $ | 35 |  |

|     |                                                                                                                                                                                                                     |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Uncollectible accounts written off, net of recoveries. During 2012, the Company wrote-off $55 million related to its Greek distributor, previously reserved for during the fiscal year ended December 31, 2011. |

|     |                                                                                                                                                                           |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | In 2012, 2011 and 2010, $1 million, $(3) million, and $2 million, respectively, of “other” represents the effects of changes in foreign currency translation. |

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|             |
|-------------|
|             |  |  |  |
|        |   |   |   |
|        |   | ST. JUDE MEDICAL, INC. |
|        |   |   |   |
| Date:  | February 26, 2013 | By  | /s/ DANIEL J. STARKS |
|        |   |   | Daniel J. Starks |
|        |   |   | Chairman, President and Chief Executive Officer |
|        |   |   | (Principal Executive Officer) |
|        |   |   |   |
|        |   | By  | /s/ DONALD J. ZURBAY |
|        |   |   | Donald J. Zurbay |
|        |   |   | Vice President, Finance and Chief Financial Officer |
|        |   |   | (Principal Financial and Accounting Officer) |

|                                                         |
|---------------------------------------------------------|
|                                                         |  |  |
|                                                    |   |   |
| /s/ DANIEL J. STARKS                               |   | Chairman of the Board |
| Daniel J. Starks                                        |   |   |
|                                                    |   |   |
| *                                                       |   | Director |
| John W. Brown                                           |   |   |
|                                                    |   |   |
| *                                                       |   | Director |
| Richard R. Devenuti                                     |   |   |
|                                                    |   |   |
| *                                                       |   | Director |
| Stuart M. Essig                                         |   |   |
|                                                    |   |   |
| *                                                       |   | Director |
| Barbara B. Hill                                         |   |   |
|                                                    |   |   |
| *                                                       |   | Director |
| Michael A. Rocca                                        |   |   |
|                                                    |   |   |
| *                                                       |   | Director |
| Wendy L. Yarno                                          |   |   |
|                                                    |   |   |
| * By:     /s/ JASON A. ZELLERS |   |   |
| Jason A. Zellers                                        |   |   |
| Attorney-in-Fact                                        |   |   |