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|   |

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|        |  |
| x      | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 29, 2014 OR |
|   |   |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______. |

|                                   |
|-----------------------------------|
|                                   |  |  |
| Minnesota                         |   | 41-1276891 |
| (State or other jurisdiction      |   | (I.R.S. Employer |
| of incorporation or organization) |   | Identification No.) |

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

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|   |

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|        |  |  |  |  |
| ITEM   |   | DESCRIPTION |   | PAGE |
|   | PART I – FINANCIAL INFORMATION |   |
| 1.     | Financial Statements |   |
|   | Condensed Consolidated Statements of Earnings | 1 |
|   | Condensed Consolidated Statements of Comprehensive Income | 2 |
|   | Condensed Consolidated Balance Sheets | 3 |
|   | Condensed Consolidated Statements of Cash Flows | 4 |
|   | Note 1 – Basis of Presentation | 5 |
|   | Note 2 – Business Combinations | 5 |
|   | Note 3 – Goodwill and Other Intangible Assets | 9 |
|   | Note 4 – Inventories | 9 |
|   | Note 5 – Debt | 9 |
|   | Note 6 – Commitments and Contingencies | 11 |
|   | Note 7 – Special Charges | 15 |
|   | Note 8 – Net Earnings Per Share | 17 |
|   | Note 9 – Accumulated Other Comprehensive Income (Loss) | 18 |
|   | Note 10 – Other Expense, Net | 18 |
|   | Note 11 – Income Taxes | 19 |
|   | Note 12 – Fair Value Measurements and Financial Instruments | 19 |
|   | Note 13 – Derivative Financial Instruments | 22 |
|   | Note 14 – Segment and Geographic Information | 23 |
|   |   |   |
| 2.     | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 |
|   | Overview | 25 |
|   | New Accounting Pronouncements | 26 |
|   | Critical Accounting Policies and Estimates | 27 |
|   | Segment Performance | 27 |
|   | Results of Operations | 29 |
|   | Liquidity | 31 |
|   | Debt and Credit Facilities | 33 |
|   | Dividends and Share Repurchases | 34 |
|   | Commitments and Contingencies | 34 |
|   | Cautionary Statements | 34 |
|   |   |   |
| 3.     | Quantitative and Qualitative Disclosures About Market Risk | 36 |
| 4.     | Controls and Procedures | 36 |
|   |   |   |
|   | PART II – OTHER INFORMATION |   |
|   |   |   |
| 1.     | Legal Proceedings | 36 |
| 1A.    | Risk Factors | 36 |
| 2.     | Unregistered Sales of Equity Securities and Use of Proceeds | 37 |
| 6.     | Exhibits | 37 |
|   | Signature | 38 |
|   | Index to Exhibits | 39 |

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|         |                      |
|---------|----------------------|
| Item 1. | FINANCIAL STATEMENTS |

|                                                                |
|----------------------------------------------------------------|
|                                                                |  |  |  |  |  |  |  |
|                                                           | Three Months Ended |
|                                                           | March 29, 2014 |   | March 30, 2013 |
| Net sales                                                      | $ | 1,363 |  |   | $ | 1,338 |  |
| Cost of sales:                                                 |  |  |   |  |  |
| Cost of sales before special charges                           | 382 |  |   | 359 |  |
| Special charges                                                | 1 |  |   | 18 |  |
| Total cost of sales                                            | 383 |  |   | 377 |  |
| Gross profit                                                   | 980 |  |   | 961 |  |
| Selling, general and administrative expense                    | 465 |  |   | 468 |  |
| Research and development expense                               | 170 |  |   | 160 |  |
| Special charges                                                | 33 |  |   | 25 |  |
| Operating profit                                               | 312 |  |   | 308 |  |
| Other expense, net                                             | 20 |  |   | 48 |  |
| Earnings before noncontrolling interest and income taxes       | 292 |  |   | 260 |  |
| Income tax expense                                             | 53 |  |   | 38 |  |
| Net earnings before noncontrolling interest                    | 239 |  |   | 222 |  |
| Net loss attributable to noncontrolling interest               | (10 | ) |   | (1 | ) |
| Net earnings attributable to St. Jude Medical, Inc.            | $ | 249 |  |   | $ | 223 |  |
|                                                           |   |   |   |
|                                                           |   |   |   |
| Net earnings per share attributable to St. Jude Medical, Inc.: |   |   |   |
| Basic                                                          | $ | 0.88 |  |   | $ | 0.78 |  |
| Diluted                                                        | $ | 0.86 |  |   | $ | 0.78 |  |
| Cash dividends declared per share:                             | $ | 0.27 |  |   | $ | 0.25 |  |
| Weighted average shares outstanding:                           |   |   |   |
| Basic                                                          | 284.4 |  |   | 285.3 |  |
| Diluted                                                        | 289.3 |  |   | 287.4 |  |

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|                                                                   |
|-------------------------------------------------------------------|
|                                                                   |  |  |  |  |  |  |  |
|                                                              | Three Months Ended |
|                                                              | March 29, 2014 |   | March 30, 2013 |
| Net earnings before noncontrolling interest                       | $ | 239 |  |   | $ | 222 |  |
| Other comprehensive income (loss), net of tax:                    |   |   |   |
| Unrealized loss on available-for-sale securities                  | — |  |   | (1 | ) |
| Unrealized gain on derivative financial instruments               | — |  |   | 3 |  |
| Foreign currency translation adjustment                           | 10 |  |   | (27 | ) |
| Other comprehensive income (loss)                                 | 10 |  |   | (25 | ) |
| Total comprehensive income before noncontrolling interest         | 249 |  |   | 197 |  |
| Total comprehensive loss attributable to noncontrolling interest  | (10 | ) |   | (1 | ) |
| Total comprehensive income attributable to St. Jude Medical, Inc. | $ | 259 |  |   | $ | 198 |  |

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|                                                                                                                                                                                |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                |  |  |  |  |  |  |  |
|                                                                                                                                                                           | March 29, 2014 |   |   |
|                                                                                                                                                                           | (Unaudited) |   | December 28, 2013 |
| ASSETS                                                                                                                                                                         |   |  |   |   |  |
| Current Assets                                                                                                                                                                 |   |  |   |   |  |
| Cash and cash equivalents                                                                                                                                                      | $ | 1,446 |  |   | $ | 1,373 |  |
| Accounts receivable, less allowance for doubtful accounts of $47 million and $45 million at March 29, 2014 and December 28, 2013, respectively                                 | 1,359 |  |   | 1,422 |  |
| Inventories                                                                                                                                                                    | 781 |  |   | 708 |  |
| Deferred income taxes, net                                                                                                                                                     | 232 |  |   | 229 |  |
| Other current assets                                                                                                                                                           | 161 |  |   | 178 |  |
| Total current assets                                                                                                                                                           | 3,979 |  |   | 3,910 |  |
| Property, plant and equipment, at cost                                                                                                                                         | 2,829 |  |   | 2,799 |  |
| Less accumulated depreciation                                                                                                                                                  | (1,430 | ) |   | (1,389 | ) |
| Net property, plant and equipment                                                                                                                                              | 1,399 |  |   | 1,410 |  |
| Goodwill                                                                                                                                                                       | 3,534 |  |   | 3,524 |  |
| Intangible assets, net                                                                                                                                                         | 890 |  |   | 911 |  |
| Deferred income taxes, net                                                                                                                                                     | 102 |  |   | 116 |  |
| Other assets                                                                                                                                                                   | 387 |  |   | 377 |  |
| TOTAL ASSETS                                                                                                                                                                   | $ | 10,291 |  |   | $ | 10,248 |  |
| LIABILITIES AND SHAREHOLDERS’ EQUITY                                                                                                                                     |   |  |   |   |  |
| Current Liabilities                                                                                                                                                            |   |  |   |   |  |
| Current debt obligations                                                                                                                                                       | $ | 63 |  |   | $ | 62 |  |
| Accounts payable                                                                                                                                                               | 192 |  |   | 247 |  |
| Dividends payable                                                                                                                                                              | 77 |  |   | 72 |  |
| Income taxes payable                                                                                                                                                           | 43 |  |   | 32 |  |
| Employee compensation and related benefits                                                                                                                                     | 250 |  |   | 312 |  |
| Other current liabilities                                                                                                                                                      | 632 |  |   | 655 |  |
| Total current liabilities                                                                                                                                                      | 1,257 |  |   | 1,380 |  |
| Long-term debt                                                                                                                                                                 | 3,847 |  |   | 3,518 |  |
| Deferred income taxes, net                                                                                                                                                     | 244 |  |   | 240 |  |
| Other liabilities                                                                                                                                                              | 715 |  |   | 706 |  |
| Total liabilities                                                                                                                                                              | 6,063 |  |   | 5,844 |  |
| Commitments and Contingencies (Note 6)                                                                                                                                         | — |  |   | — |  |
| Shareholders’ Equity                                                                                                                                                     |   |  |   |   |  |
| Preferred stock ($1.00 par value; 25,000,000 shares authorized; none outstanding)                                                                                              | — |  |   | — |  |
| Common stock ($0.10 par value; 500,000,000 shares authorized; 284,075,614 and 289,117,352 shares issued and outstanding at March 29, 2014 and December 28, 2013, respectively) | 29 |  |   | 29 |  |
| Additional paid-in capital                                                                                                                                                     | 58 |  |   | 220 |  |
| Retained earnings                                                                                                                                                              | 3,922 |  |   | 3,936 |  |
| Accumulated other comprehensive income                                                                                                                                         | 56 |  |   | 46 |  |
| Total shareholders' equity before noncontrolling interest                                                                                                                      | 4,065 |  |   | 4,231 |  |
| Noncontrolling interest                                                                                                                                                        | 163 |  |   | 173 |  |
| Total shareholders’ equity                                                                                                                                               | 4,228 |  |   | 4,404 |  |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY                                                                                                                               | $ | 10,291 |  |   | $ | 10,248 |  |

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|                                                                              |
|------------------------------------------------------------------------------|
|                                                                              |  |  |  |  |  |  |  |
| Three Months Ended                                                           | March 29, 2014 |   | March 30, 2013 |
| OPERATING ACTIVITIES                                                         |   |  |   |   |  |
| Net earnings before noncontrolling interest                                  | $ | 239 |  |   | $ | 222 |  |
| Adjustments to reconcile net earnings to net cash from operating activities: |   |  |   |   |  |
| Depreciation and amortization                                                | 76 |  |   | 68 |  |
| Amortization of debt premium, net                                            | (1 | ) |   | (3 | ) |
| Contingent consideration fair value adjustment, net                          | 1 |  |   | — |  |
| Stock-based compensation                                                     | 17 |  |   | 16 |  |
| Excess tax benefits from stock issued under employee stock plans             | (9 | ) |   | — |  |
| Deferred income taxes, net                                                   | 16 |  |   | (3 | ) |
| Other, net                                                                   | 1 |  |   | 34 |  |
| Changes in operating assets and liabilities, net of business combinations:   |   |  |   |   |  |
| Accounts receivable                                                          | 67 |  |   | (5 | ) |
| Inventories                                                                  | (65 | ) |   | 7 |  |
| Other current assets                                                         | 13 |  |   | (67 | ) |
| Accounts payable and accrued expenses                                        | (103 | ) |   | (96 | ) |
| Income taxes payable                                                         | 21 |  |   | 10 |  |
| Net cash provided by operating activities                                    | 273 |  |   | 183 |  |
| INVESTING ACTIVITIES                                                         |   |  |   |   |  |
| Purchases of property, plant and equipment                                   | (46 | ) |   | (65 | ) |
| Proceeds from sale of investments                                            | 4 |  |   | — |  |
| Other investing activities, net                                              | — |  |   | (4 | ) |
| Net cash used in investing activities                                        | (42 | ) |   | (69 | ) |
| FINANCING ACTIVITIES                                                         |   |  |   |   |  |
| Proceeds from exercise of stock options and stock issued, net                | 60 |  |   | 51 |  |
| Excess tax benefits from stock issued under employee stock plans             | 9 |  |   | — |  |
| Common stock repurchased, including related costs                            | (476 | ) |   | (609 | ) |
| Dividends paid                                                               | (72 | ) |   | (68 | ) |
| Issuances (payments) of commercial paper borrowings, net                     | 326 |  |   | 307 |  |
| Other financing activities, net                                              | (6 | ) |   | (14 | ) |
| Net cash used in financing activities                                        | (159 | ) |   | (333 | ) |
| Effect of currency exchange rate changes on cash and cash equivalents        | 1 |  |   | (9 | ) |
| Net increase in cash and cash equivalents                                    | 73 |  |   | (228 | ) |
| Cash and cash equivalents at beginning of period                             | 1,373 |  |   | 1,194 |  |
| Cash and cash equivalents at end of period                                   | $ | 1,446 |  |   | $ | 966 |  |
|                                                                         |   |   |   |
| Noncash investing and financing activities:                                  |   |   |   |
| Additions in noncontrolling ownership interest                               | $ | — |  |   | $ | 84 |  |

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|                                                                 |
|-----------------------------------------------------------------|
|                                                                 |  |  |  |  |  |  |  |  |  |  |
|                                                            |   | Endosense | Nanostim | Total |
| Assets acquired:                                                |   |   |   |   |
| Current assets                                                  |   | $ | 2 |  | $ | 1 |  | $ | 3 |  |
| Goodwill                                                        |   | 258 |  | 149 |  | 407 |  |
| In-process research and development (IPR&D)                 |   | 33 |  | 27 |  | 60 |  |
| Other intangible assets                                         |   | 20 |  | 34 |  | 54 |  |
| Other long-term assets                                          |   | 1 |  | 1 |  | 2 |  |
|    Total assets acquired                         |   | 314 |  | 212 |  | 526 |  |
|                                                            |   |   |   |   |
| Liabilities assumed:                                            |   |   |   |   |
| Current liabilities                                             |   | 11 |  | 2 |  | 13 |  |
| Net assets acquired                                             |   | 303 |  | 210 |  | 513 |  |
|                                                            |   |   |   |   |
| Cash paid                                                       |   | 180 |  | 124 |  | 304 |  |
| Cash acquired                                                   |   | (9 | ) | (3 | ) | (12 | ) |
| Net cash consideration                                          |   | 171 |  | 121 |  | 292 |  |
| Contingent consideration                                        |   | 132 |  | 56 |  | 188 |  |
| Fair value of St. Jude Medical, Inc.'s previously held interest |   | — |  | 33 |  | 33 |  |
| Total purchase consideration                                    |   | $ | 303 |  | $ | 210 |  | $ | 513 |  |

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|                                     |
|-------------------------------------|
|                                     |  |  |  |  |
|                                |   | March 29, 2014 |
| Cash and cash equivalents           |   | $ | 15 |  |
| Other current assets                |   | 5 |  |
| Goodwill                            |   | 82 |  |
| IPR&D                           |   | 45 |  |
| Other intangible assets             |   | 7 |  |
| Other long-term assets              |   | 1 |  |
|    Total assets      |   | 155 |  |
|                                |   |   |
| Current liabilities                 |   | 6 |  |
| Deferred income taxes, net          |   | 19 |  |
|    Total liabilities |   | 25 |  |
|                                |   |   |
| Non-controlling interest            |   | $ | 98 |  |

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|                                     |
|-------------------------------------|
|                                     |  |  |  |  |
|                                |   | March 29, 2014 |
| Cash and cash equivalents           |   | $ | 7 |  |
| Other current assets                |   | 7 |  |
| Goodwill                            |   | 83 |  |
| IPR&D                           |   | 63 |  |
| Other long-term assets              |   | 2 |  |
|    Total assets      |   | 162 |  |
|                                |   |   |
| Current liabilities                 |   | 5 |  |
| Deferred income taxes, net          |   | 23 |  |
| Other liabilities                   |   | 3 |  |
|    Total liabilities |   | 31 |  |
|                                |   |   |
| Non-controlling interest            |   | $ | 64 |  |

|                                        |
|----------------------------------------|
|                                        |  |  |  |  |  |  |  |  |  |  |  |
|                                   | IESD |   | CATD |   | Total |
| Balance at December 28, 2013           | $ | 1,526 |  |   | $ | 1,998 |  |   | $ | 3,524 |  |
| Foreign currency translation and other | 2 |  |   | 8 |  |   | 10 |  |
| Balance at March 29, 2014              | $ | 1,528 |  |   | $ | 2,006 |  |   | $ | 3,534 |  |

|                                             |
|---------------------------------------------|
|                                             |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                        | March 29, 2014 |   | December 28, 2013 |
|                                        | GrossCarryingAmount |   | AccumulatedAmortization |   | GrossCarryingAmount |   | AccumulatedAmortization |
| Definite-lived intangible assets:           |   |  |   |   |  |   |   |  |   |   |  |
| Purchased technology and patents            | $ | 986 |  |   | $ | 413 |  |   | $ | 986 |  |   | $ | 393 |  |
| Customer lists and relationships            | 20 |  |   | 14 |  |   | 20 |  |   | 13 |  |
| Trademarks and tradenames                   | 22 |  |   | 11 |  |   | 22 |  |   | 11 |  |
| Licenses, distribution agreements and other | 4 |  |   | 1 |  |   | 4 |  |   | 1 |  |
|                                        | $ | 1,032 |  |   | $ | 439 |  |   | $ | 1,032 |  |   | $ | 418 |  |
| Indefinite-lived intangible assets:         |   |  |   |   |  |   |   |  |   |   |  |
| Acquired IPR&D                          | $ | 262 |  |   |   |  |   | $ | 262 |  |   |   |  |
| Trademarks and tradenames                   | 35 |  |   |   |  |   | 35 |  |   |   |  |
|                                        | $ | 297 |  |   |   |  |   | $ | 297 |  |   |   |  |

|                 |
|-----------------|
|                 |  |  |  |  |  |  |  |
|            | March 29, 2014 |   | December 28, 2013 |
| Finished goods  | $ | 541 |  |   | $ | 494 |  |
| Work in process | 79 |  |   | 52 |  |
| Raw materials   | 161 |  |   | 162 |  |
|            | $ | 781 |  |   | $ | 708 |  |

|                                             |
|---------------------------------------------|
|                                             |  |  |  |  |  |  |  |
|                                        | March 29, 2014 |   | December 28, 2013 |
| Term loan due 2015                          | $ | 500 |  |   | $ | 500 |  |
| 2.50% senior notes due 2016                 | 510 |  |   | 512 |  |
| 3.25% senior notes due 2023                 | 896 |  |   | 896 |  |
| 4.75% senior notes due 2043                 | 696 |  |   | 696 |  |
| 1.58% Yen-denominated senior notes due 2017 | 80 |  |   | 78 |  |
| 2.04% Yen-denominated senior notes due 2020 | 125 |  |   | 122 |  |
| Yen-denominated credit facilities           | 63 |  |   | 62 |  |
| Commercial paper borrowings                 | 1,040 |  |   | 714 |  |
| Total debt                                  | 3,910 |  |   | 3,580 |  |
| Less: current debt obligations              | 63 |  |   | 62 |  |
| Long-term debt                              | $ | 3,847 |  |   | $ | 3,518 |  |

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|                                |
|--------------------------------|
|                                |  |  |  |  |  |  |  |
|                           | Three Months Ended |
|                                | March 29, 2014 |   | March 30, 2013 |
| Balance at beginning of period | $ | 37 |  |   | $ | 38 |  |
| Warranty expense recognized    | 1 |  |   | 2 |  |
| Warranty credits issued        | (1 | ) |   | (3 | ) |
| Balance at end of period       | $ | 37 |  |   | $ | 37 |  |

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|                               |
|-------------------------------|
|                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                          | EmployeeTerminationCosts |   | InventoryCharges |   | FixedAssetCharges |   | Other Restructuring Costs |   | Total |
| Balance at December 29, 2012  | $ | 58 |  |   | $ | — |  |   | $ | — |  |   | $ | 8 |  |   | $ | 66 |  |
| Cost of sales special charges | — |  |   | 30 |  |   | — |  |   | 5 |  |   | 35 |  |
| Special charges               | 75 |  |   | — |  |   | 13 |  |   | 97 |  |   | 185 |  |
| Non-cash charges used         | — |  |   | (30 | ) |   | (13 | ) |   | (4 | ) |   | (47 | ) |
| Cash payments                 | (79 | ) |   | — |  |   | — |  |   | (73 | ) |   | (152 | ) |
| Foreign exchange rate impact  | — |  |   | — |  |   | — |  |   | — |  |   | — |  |
| Balance at December 28, 2013  | 54 |  |   | — |  |   | — |  |   | 33 |  |   | 87 |  |
| Cost of sales special charges | — |  |   | 1 |  |   | — |  |   | — |  |   | 1 |  |
| Special charges               | 12 |  |   | — |  |   | 1 |  |   | 20 |  |   | 33 |  |
| Non-cash charges used         | — |  |   | (1 | ) |   | (1 | ) |   | — |  |   | (2 | ) |
| Cash payments                 | (22 | ) |   | — |  |   | — |  |   | (29 | ) |   | (51 | ) |
| Foreign exchange rate impact  | — |  |   | — |  |   | — |  |   | — |  |   | — |  |
| Balance at March 29, 2014     | $ | 44 |  |   | $ | — |  |   | $ | — |  |  | $ | 24 |  |   | $ | 68 |  |

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|                                                                       |
|-----------------------------------------------------------------------|
|                                                                       |  |  |  |  |  |  |  |
|                                                                  | Three Months Ended |
|                                                                  | March 29, 2014 |   | March 30, 2013 |
| Numerator:                                                            |   |  |   |   |  |
| Net earnings attributable to St. Jude Medical, Inc.                   | $ | 249 |  |   | $ | 223 |  |
| Denominator:                                                          |   |  |   |   |  |
| Basic weighted average shares outstanding                             | 284.4 |  |   | 285.3 |  |
| Effect of dilutive securities:                                        |   |  |   |   |  |
| Employee stock options                                                | 4.5 |  |   | 1.9 |  |
| Restricted stock units                                                | 0.4 |  |   | 0.2 |  |
| Diluted weighted average shares outstanding                           | 289.3 |  |   | 287.4 |  |
| Basic net earnings per share attributable to St. Jude Medical, Inc.   | $ | 0.88 |  |   | $ | 0.78 |  |
| Diluted net earnings per share attributable to St. Jude Medical, Inc. | $ | 0.86 |  |   | $ | 0.78 |  |

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|                                                                                  |
|----------------------------------------------------------------------------------|
|                                                                                  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                                             | Unrealized | Unrealized | Foreign | Accumulated |
|                                                                             | gain (loss) on | gain (loss) on | Currency | Other |
|                                                                             | available-for-sale | derivative | Translation | Comprehensive |
| For the three months ended March 29, 2014                                        | securities | instruments | Adjustment | Income (Loss) |
| Accumulated other comprehensive income (loss), net of tax, at December 28, 2013  | $ | 17 |  | $ | 3 |  | $ | 26 |  | $ | 46 |  |
| Other comprehensive income (loss) before reclassifications                       | — |  | — |  | 10 |  | 10 |  |
| Amounts reclassified to net earnings from accumulated other comprehensive income | — |  | — |  | — |  | — |  |
| Other comprehensive income (loss)                                                | — |  | — |  | 10 |  | 10 |  |
| Accumulated other comprehensive income (loss), net of tax, at March 29, 2014     | $ | 17 |  | $ | 3 |  | $ | 36 |  | $ | 56 |  |

|                                                                                  |
|----------------------------------------------------------------------------------|
|                                                                                  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                                             | Unrealized | Unrealized | Foreign | Accumulated |
|                                                                             | gain (loss) on | gain (loss) on | Currency | Other |
|                                                                             | available-for-sale | derivative | Translation | Comprehensive |
| For the three months ended March 30, 2013                                        | securities | instruments | Adjustment | Income (Loss) |
| Accumulated other comprehensive income (loss), net of tax, at December 29, 2012  | $ | 20 |  | $ | — |  | $ | 26 |  | $ | 46 |  |
| Other comprehensive income (loss) before reclassifications                       | (1 | ) | 3 |  | (27 | ) | (25 | ) |
| Amounts reclassified to net earnings from accumulated other comprehensive income | — |  | — |  | — |  | — |  |
| Other comprehensive income (loss)                                                | (1 | ) | 3 |  | (27 | ) | (25 | ) |
| Accumulated other comprehensive income (loss), net of tax, at March 30, 2013     | $ | 19 |  | $ | 3 |  | $ | (1 | ) | $ | 21 |  |

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |
|               | Three Months Ended |
|               | March 29, 2014 |   | March 30, 2013 |
| Interest income    | $ | (1 | ) |   | $ | (1 | ) |
| Interest expense   | 21 |  |   | 19 |  |
| Other              | — |  |   | 30 |  |
| Other expense, net | $ | 20 |  |   | $ | 48 |  |

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|         |                                                                                                                               |
|---------|-------------------------------------------------------------------------------------------------------------------------------|
| • | Level 1 – Inputs to the fair value measurement are quoted prices in active markets for identical assets or liabilities. |

|         |                                                                                                                                                                                                                                                                                                                                                 |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Level 2 – Inputs to the fair value measurement include quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. |

|         |                                                                                                       |
|---------|-------------------------------------------------------------------------------------------------------|
| • | Level 3 – Inputs to the fair value measurement are unobservable inputs or valuation techniques. |

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|                        |
|------------------------|
|                        |  |  |  |  |  |  |  |
|                   | March 29, 2014 |   | December 28, 2013 |
| Adjusted cost          | $ | 7 |  |   | $ | 7 |  |
| Gross unrealized gains | 27 |  |   | 28 |  |
| Fair value             | $ | 34 |  |   | $ | 35 |  |

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|                               |
|-------------------------------|
|                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                          | Balance SheetClassification | March 29, 2014 |   | Quoted PricesIn ActiveMarkets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |   | SignificantUnobservableInputs(Level 3) |
| Assets                        |   |   |  |   |   |  |   |   |  |   |   |  |
| Money-market securities       | Cash and cash equivalents | $ | 999 |  |   | $ | 999 |  |   | $ | — |  |   | $ | — |  |
| Available-for-sale securities | Other current assets | 34 |  |   | 34 |  |   | — |  |   | — |  |
| Trading securities            | Other assets | 289 |  |   | 289 |  |   | — |  |   | — |  |
| Total assets                  |   | 1,322 |  |   | 1,322 |  |   | — |  |   | — |  |
|                          |   |   |   |   |   |   |   |   |
| Liabilities                   |   |   |   |   |   |   |   |   |
| Contingent consideration      | Other current liabilities | 141 |  |   | — |  |   | — |  |   | 141 |  |
| Contingent consideration      | Other liabilities | 57 |  |   | — |  |   | — |  |   | 57 |  |
| Total liabilities             |   | $ | 198 |  |   | $ | — |  |   | $ | — |  |   | $ | 198 |  |

|                               |
|-------------------------------|
|                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                          | Balance SheetClassification | December 28, 2013 |   | Quoted PricesIn ActiveMarkets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |   | SignificantUnobservableInputs(Level 3) |
| Assets                        |   |   |  |   |   |  |   |   |  |   |   |  |
| Money-market securities       | Cash and cash equivalents | $ | 875 |  |   | $ | 875 |  |   | $ | — |  |   | $ | — |  |
| Available-for-sale securities | Other current assets | 35 |  |   | 35 |  |   | — |  |   | — |  |
| Trading securities            | Other assets | 279 |  |   | 279 |  |   | — |  |   | — |  |
| Total assets                  |   | 1,189 |  |   | 1,189 |  |   | — |  |   | — |  |
|                          |   |   |   |   |   |   |   |   |
| Liabilities                   |   |   |   |   |   |   |   |   |
| Contingent consideration      | Other liabilities | 195 |  |   | — |  |   | — |  |   | 195 |  |
| Total liabilities             |   | $ | 195 |  |   | $ | — |  |   | $ | — |  |   | $ | 195 |  |

|                                          |
|------------------------------------------|
|                                          |  |  |  |  |  |  |  |  |  |  |
| Contingent Consideration Liability       | Fair Value as of March 29, 2014 | Valuation Technique |   | Unobservable Input |   | Range |
|                                     |   |   |   |   |   |   |   |   |
| Endosense regulatory-based milestone     | $ | 141 |  | Probability Weighted Discounted Cash Flow |   | Discount Rate |   | 1.15% | - | 1.59% |
|                                     |   |   |   | Probability of Payment |   |   |   | 90% |
|                                     |   |   |   | Projected Year of Payment |   |   |   | 2014 |
|                                     |   |   |   |   |   |   |   |   |
| Nanostim revenue-based milestone         | 57 |  | Probability Weighted Discounted Cash Flow |   | Discount Rate |   |   |   | 5.00% |
|                                     |   |   |   | Probability of Payment |   |   |   | 100% |
|                                     |   |   |   | Projected Years of Three Annual Payments |   | 2016, 2017, 2018 |
| Total contingent consideration liability | $ | 198 |  |   |   |   |   |   |   |   |

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|                                                  |
|--------------------------------------------------|
|                                                  |  |  |  |  |  |  |  |  |  |
|                                             | Endosense | Nanostim | Total |
| Balance as of December 28, 2013                  | $ | 139 |  | $ | 56 |  | $ | 195 |  |
| Change in fair value of contingent consideration | — |  | 1 |  | 1 |  |
| Foreign currency translation                     | 2 |  | — |  | 2 |  |
| Balance as of March 29, 2014                     | $ | 141 |  | $ | 57 |  | $ | 198 |  |

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|                                    |
|------------------------------------|
|                                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                               | IESD |   | CATD |   | Other |   | Total |
| Three Months ended March 29, 2014: |   |  |   |   |  |   |   |  |   |   |  |
| Net sales                          | $ | 786 |  |   | $ | 577 |  |   | $ | — |  |   | $ | 1,363 |  |
| Operating profit                   | 545 |  |   | 352 |  |   | (585 | ) |   | 312 |  |
| Three Months ended March 30, 2013: |   |  |   |   |  |   |   |  |   |   |  |
| Net sales                          | $ | 777 |  |   | $ | 561 |  |   | $ | — |  |   | $ | 1,338 |  |
| Operating profit                   | 531 |  |   | 333 |  |   | (556 | ) |   | 308 |  |

|              |
|--------------|
|              |  |  |  |  |  |  |  |
| Total Assets | March 29, 2014 |   | December 28, 2013 |
| IESD         | $ | 2,844 |  |   | $ | 2,855 |  |
| CATD         | 3,281 |  |   | 3,273 |  |
| Other        | 4,166 |  |   | 4,120 |  |
|         | $ | 10,291 |  |   | $ | 10,248 |  |

|               |
|---------------|
|               |  |  |  |  |  |  |  |
|          | Three Months Ended |
| Net Sales     | March 29, 2014 |   | March 30, 2013 |
| United States | $ | 644 |  |   | $ | 640 |  |
| International |   |   |   |
| Europe        | 387 |  |   | 357 |  |
| Japan         | 130 |  |   | 139 |  |
| Asia Pacific  | 115 |  |   | 112 |  |
| Other         | 87 |  |   | 90 |  |
|          | 719 |  |   | 698 |  |
|          | $ | 1,363 |  |   | $ | 1,338 |  |

|                   |
|-------------------|
|                   |  |  |  |  |  |  |  |
| Long-Lived Assets | March 29, 2014 |   | December 28, 2013 |
| United States     | $ | 1,042 |  |   | $ | 1,045 |  |
| International     |   |  |   |   |  |
| Europe            | 76 |  |   | 73 |  |
| Japan             | 19 |  |   | 28 |  |
| Asia Pacific      | 73 |  |   | 75 |  |
| Other             | 189 |  |   | 189 |  |
|              | 357 |  |   | 365 |  |
|              | $ | 1,399 |  |   | $ | 1,410 |  |

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|         |
|---------|
|         |  |
| Item 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |

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|                                    |
|------------------------------------|
|                                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                               | IESD |   | CATD |   | Other |   | Total |
| Three Months ended March 29, 2014: |   |  |   |   |  |   |   |  |   |   |  |
| Net sales                          | $ | 786 |  |   | $ | 577 |  |   | $ | — |  |   | $ | 1,363 |  |
| Operating profit                   | 545 |  |   | 352 |  |   | (585 | ) |   | 312 |  |
| Three Months ended March 30, 2013: |   |  |   |   |  |   |   |  |   |   |  |
| Net sales                          | $ | 777 |  |   | $ | 561 |  |   | $ | — |  |   | $ | 1,338 |  |
| Operating profit                   | 531 |  |   | 333 |  |   | (556 | ) |   | 308 |  |

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|                          |
|--------------------------|
|                          |  |  |  |  |  |  |  |  |  |  |
|                     | Three Months Ended |   |   |
| (in millions)            | March 29, 2014 |   | March 30, 2013 |   | %Change |
| ICD systems              | $ | 436 |  |   | $ | 427 |  |   | 2.1 | % |
| Pacemaker systems        | 251 |  |   | 251 |  |   | — | % |
| Neuromodulation products | 99 |  |   | 99 |  |   | — | % |
|                     | $ | 786 |  |   | $ | 777 |  |   | 1.2 | % |

|                           |
|---------------------------|
|                           |  |  |  |  |  |  |  |  |  |  |
|                      | Three Months Ended |   |   |
| (in millions)             | March 29, 2014 |   | March 30, 2013 |   | %Change |
| AF products               | $ | 251 |  |   | $ | 233 |  |   | 7.7 |  % |
| Vascular products         | 172 |  |   | 175 |  |   | (1.7 | )% |
| Structural heart products | 154 |  |   | 153 |  |   | 0.7 |  % |
|                      | $ | 577 |  |   | $ | 561 |  |   | 2.9 |  % |

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|                                         |
|-----------------------------------------|
|                                         |  |  |  |  |  |  |  |  |  |  |
|                                    | Three Months Ended |   |   |
| (in millions)                           | March 29, 2014 |   | March 30, 2013 |   | %Change |
|      Net sales | $ | 1,363 |  |   | $ | 1,338 |  |   | 1.9 | % |

|               |
|---------------|
|               |  |  |  |  |  |  |  |
|          | Three Months Ended |
| Net Sales     | March 29, 2014 |   | March 30, 2013 |
| United States | $ | 644 |  |   | $ | 640 |  |
| International |   |   |   |
| Europe        | 387 |  |   | 357 |  |
| Japan         | 130 |  |   | 139 |  |
| Asia Pacific  | 115 |  |   | 112 |  |
| Other         | 87 |  |   | 90 |  |
|          | 719 |  |   | 698 |  |
|          | $ | 1,363 |  |   | $ | 1,338 |  |

|                         |
|-------------------------|
|                         |  |  |  |  |  |  |  |
| Gross profit            |   |  |   |   |  |
|                    | Three Months Ended |
| (in millions)           | March 29, 2014 |   | March 30, 2013 |
| Gross profit            | $ | 980 |  |   | $ | 961 |  |
| Percentage of net sales | 71.9 | % |   | 71.8 | % |

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|                                                        |
|--------------------------------------------------------|
|                                                        |  |  |  |  |  |  |  |
| Selling, general and administrative (SG&A) expense |   |  |   |   |  |
|                                                   | Three Months Ended |
| (in millions)                                          | March 29, 2014 |   | March 30, 2013 |
| Selling, general and administrative                    | $ | 465 |  |   | $ | 468 |  |
| Percentage of net sales                                | 34.1 | % |   | 35.0 | % |

|                                            |
|--------------------------------------------|
|                                            |  |  |  |  |  |  |  |
| Research and development (R&D) expense |   |  |   |   |  |
|                                       | Three Months Ended |
| (in millions)                              | March 29, 2014 |   | March 30, 2013 |
| Research and development expense           | $ | 170 |  |   | $ | 160 |  |
| Percentage of net sales                    | 12.5 | % |   | 12.0 | % |

|                               |
|-------------------------------|
|                               |  |  |  |  |  |  |  |
| Special charges               |   |  |   |   |  |
|                          | Three Months Ended |
| (in millions)                 | March 29, 2014 |   | March 30, 2013 |
| Cost of sales special charges | $ | 1 |  |   | $ | 18 |  |
| Special charges               | 33 |  |   | 25 |  |
|                          | $ | 34 |  |   | $ | 43 |  |

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|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |
| Other expense, net |   |   |   |
|               | Three Months Ended |
| (in millions)      | March 29, 2014 |   | March 30, 2013 |
| Interest income    | $ | (1 | ) |   | $ | (1 | ) |
| Interest expense   | 21 |  |   | 19 |  |
| Other              | — |  |   | 30 |  |
| Other expense, net | $ | 20 |  |   | $ | 48 |  |

|                                  |
|----------------------------------|
|                                  |  |  |  |  |  |
|                             | Three Months Ended |
| (as a percent of pre-tax income) | March 29, 2014 |   | March 30, 2013 |
| Effective tax rate               | 18.2 | % |   | 14.6 | % |

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|                                                                       |
|-----------------------------------------------------------------------|
|                                                                       |  |  |  |  |  |  |  |
|                                                                  | Three Months Ended |
|                                                                  | March 29, 2014 |   | March 30, 2013 |
| Net cash provided by (used in):                                       |   |  |   |   |  |
| Operating activities                                                  | $ | 273 |  |   | $ | 183 |  |
| Investing activities                                                  | (42 | ) |   | (69 | ) |
| Financing activities                                                  | (159 | ) |   | (333 | ) |
| Effect of currency exchange rate changes on cash and cash equivalents | 1 |  |   | (9 | ) |
| Net increase in cash and cash equivalents                             | $ | 73 |  |   | $ | (228 | ) |

|                                                             |
|-------------------------------------------------------------|
|                                                             |  |  |  |  |  |  |  |
|                                                        | Three Months Ended |
|                                                        | March 29, 2014 |   | March 30, 2013 |
| Stock issued under employee stock plans, net of tax benefit | $ | 69 |  |   | $ | 51 |  |
| Common stock repurchases                                    | (476 | ) |   | (609 | ) |
| Dividends paid                                              | (72 | ) |   | (68 | ) |
| Debt borrowings, net                                        | 326 |  |   | 307 |  |
| Other, net                                                  | (6 | ) |   | (14 | ) |
| Net cash used in financing activities                       | $ | (159 | ) |   | $ | (333 | ) |

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|     |
|-----|
|     |  |  |
| 1.  |   | Competition, including product introductions by competitors that have advanced technology, better features or lower pricing. |
| 2.  |   | Safety, performance or efficacy concerns about our products, many of which are expected to be implanted for many years, some of which may lead to recalls and/or advisories with the attendant expenses and declining sales. |
| 3.  |   | A reduction in the number of procedures using our devices caused by cost-containment pressures, publication of adverse study results, initiation of investigations of our customers related to our devices or the development of or preferences for alternative technologies or therapies. |
| 4.  |   | Declining industry-wide sales caused by product quality issues or recalls or advisories by us or our competitors that result in loss of physician and/or patient confidence in the safety, performance or efficacy of sophisticated medical devices in general and/or the types of medical devices recalled in particular. |
| 5.  |   | Governmental legislation, including the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act, and/or regulation that significantly impacts the healthcare system in the United States or in international markets and that results in lower reimbursement for procedures using our products or denies coverage for such procedures, reduces medical procedure volumes or otherwise adversely affects our business and results of operations, including the imposition of any medical device excise tax. |
| 6.  |   | Any changes to the U.S. Medicare or Medicaid systems or international reimbursement systems that significantly reduces reimbursement for procedures using our medical devices or denies coverage for such procedures, as well as adverse decisions relating to our products by administrators of such systems on coverage or reimbursement issues. |
| 7.  |   | Changes in laws, regulations or administrative practices affecting government regulation of our products, such as FDA regulations, including those that decrease the probability or increase the time and/or expense of obtaining approval for products or impose additional burdens on the manufacture and sale of medical devices. |
| 8.  |   | Consolidation and other healthcare industry changes leading to demands for price concessions and/or limitations on, or the elimination of, our ability to sell in significant market segments. |
| 9.  |   | Failure to successfully complete, or unfavorable data from, clinical trials for our products or new indications for our products and/or failure to successfully develop markets for such new indications. |
| 10. |   | Conditions imposed in resolving, or any inability to timely resolve, any regulatory issues raised by the FDA, including Form 483 observations or warning letters, as well as risks generally associated with our health, safety and environmental regulatory compliance and quality systems. |
| 11. |   | Assertion, acquisition or grant of key patents by or to others that have the effect of excluding us from market segments or requiring us to pay royalties. |
| 12. |   | Adverse developments in litigation, including product liability litigation, patent or other intellectual property litigation, qui tam litigation or shareholder litigation. |
| 13. |   | Our ability to fund future product liability losses related to claims made subsequent to becoming self-insured. |
| 14. |   | Economic factors, including inflation, contraction in capital markets, changes in interest rates and changes in foreign currency exchange rates. |
| 15. |   | Disruptions in the financial markets or changes in economic conditions that adversely impact the availability and cost of credit and customer purchasing and payment patterns, including the collectability of customer accounts receivable. |
| 16. |   | The loss of, or price increases by, suppliers of key components, some of which are sole-sourced. |
| 17. |   | Inability to successfully integrate the businesses that we have acquired in recent years and that we plan to acquire. |
| 18. |   | Risks associated with our substantial international operations, including economic and political instability, currency fluctuations, changes in customs, tariffs and other trade restrictions and compliance with foreign laws. |
| 19. |   | Our inability to realize the expected benefits from our restructuring initiatives and continuous improvement efforts and the negative unintended consequences such activity could have. |
| 20. |   | Adverse developments in investigations and governmental proceedings. |
| 21. |   | Regulatory actions arising from concern over Bovine Spongiform Encephalopathy, sometimes referred to as “mad cow disease,” that have the effect of limiting our ability to market products using bovine collagen, such as Angio-Seal™, or products using bovine pericardial material, such as our Biocor®, Epic™, or and Trifecta™ tissue heart valves, or that impose added costs on the procurement of bovine collagen or bovine pericardial material. |
| 22. |   | Severe weather or other natural disasters that can adversely impact customer purchasing patterns and/or patient implant procedures or cause damage to the facilities of our critical suppliers or one or more of our facilities, such as an earthquake affecting our facilities in California and Costa Rica or a hurricane affecting our facilities in Puerto Rico and Malaysia. |
| 23. |   | Our inability to maintain, protect and enhance our existing information and manufacturing systems and our products that incorporate information technology or to develop new systems and products. |
| 24. |   | Changes in accounting rules or tax laws that adversely affect our results of operations, financial position or cash flows. |

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|         |                                                            |
|---------|------------------------------------------------------------|
| Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |

|         |                         |
|---------|-------------------------|
| Item 4. | CONTROLS AND PROCEDURES |

|         |                   |
|---------|-------------------|
| Item 1. | LEGAL PROCEEDINGS |

----

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|                        |
|------------------------|
|                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Period                 |   | Total Numberof SharesPurchased (a) |   | Average PricePaid per Share |   | Total Number ofShares Purchasedas Part of PubliclyAnnounced Plansor Programs |   | ApproximateDollar Value ofShares that MayYet Be PurchasedUnder the Plansor Programs |
| 12/29/2013 - 1/25/2014 |   | 6,670,817 |  |   | $ | 65.00 |  |   | 6,670,817 |  |   | $ | — |  |
| 1/26/2014 - 3/1/2014   |   | — |  |   | — |  |   | — |  |   | — |  |
| 3/2/2014 - 3/29/2014   |   | — |  |   | — |  |   | — |  |   | — |  |
| Total                  |   | 6,670,817 |  |   | $ | 65.00 |  |   | 6,670,817 |  |   | $ | — |  |

|         |          |
|---------|----------|
| Item 6. | EXHIBITS |

|         |
|---------|
|         |  |  |
| Exhibit |   |   |
| No.     |   | Description |
|    |   |   |
| 12      |   | Computation of Ratio of Earnings to Fixed Charges. |
|    |   |   |
| 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 quarterly report on Form 10-Q of St. Jude Medical, Inc. for the quarter ended March 29, 2014, formatted in XBRL: (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements. |

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|                  |
|------------------|
|                  |  |  |  |  |
|             |   | ST. JUDE MEDICAL, INC. |
|             |   |   |
| May 6, 2014 |   |   | /s/ DONALD J. ZURBAY |   |
| DATE             |   | DONALD J. ZURBAY |
|             |   | Vice President, Finance |
|             |   | and Chief Financial Officer |
|             |   | (Duly Authorized Officer and |
|             |   | Principal Financial and |
|             |   | Accounting Officer) |

----

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|         |
|---------|
|         |  |  |
| Exhibit |   |   |
| No.     |   | Description |
|    |   |   |
| 12      |   | Computation of Ratio of Earnings to Fixed Charges. # |
|    |   |   |
| 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 quarterly report on Form 10-Q of St. Jude Medical, Inc. for the quarter ended March 29, 2014, formatted in XBRL: (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements. |

|                                                              |
|--------------------------------------------------------------|
|                                                              |  |
|                                                         |   |
| # Filed as an exhibit to this Quarterly Report on Form 10-Q. |