Fitch Rates St. Jude Medical's Notes Offering 'A'; Outlook Stable

  Fitch Rates St. Jude Medical's Notes Offering 'A'; Outlook Stable

Business Wire

CHICAGO -- March 21, 2013

Fitch Ratings has assigned an 'A' rating to St. Jude Medical, Inc.'s (STJ)
notes offering. The company intends to use the net proceeds of this offering
for general corporate purposes, which may include the repayment of certain
indebtedness.

The Rating Outlook is Stable, and the ratings apply to approximately $3.06
billion of debt outstanding as of Dec. 31, 2012. A full list of STJ's ratings
is available at the end of this release.

KEY RATING DRIVERS

STJ's ratings and Stable Outlook reflect the following:

--Leverage (total debt/EBITDA) of 1.66 times (x) at Dec. 31, 2012 leaves STJ
no flexibility for additional debt within its 'A' credit rating, although
Fitch expects it to decline to 1.3x-1.5x during the next 12 months.

--Fitch believes STJ's broad device portfolio and new market introductions
will support low single-digit revenue growth and fairly stable margins,
driving 2013 free cash flow (FCF) of roughly $800 million.

--Volume pressure from the weak economy and pricing pressure from hospitals
will likely continue through 2013.

--Fitch expects STJ will balance acquisitions, share repurchases and dividends
with a credit profile supportive of an 'A' rating.

DECLINING LEVERAGE EXPECTED

Fitch expects STJ will decrease leverage to 1.3x-1.5x during the next 12
months through increased EBITDA and debt reduction financed with cash balances
and FCF generation. As such, Fitch expects that STJ will not refinance the
entire $450 million 2.20% notes due in September 2013. Current leverage of
approximately 1.66x is mainly the result of acquisition and share repurchase
activity.

SOFT VOLUME GROWTH

Fitch expects STJ will generate low single-digit revenue growth during the
next 12-18 months. The weak economic/employment environment has reduced the
rolls of the insured and dampened procedure growth. STJ's continued geographic
expansion and sizeable pipeline of new devices should partially offset the
drivers of soft volume growth. The critical nature of many of STJ's devices
and aging demographics support a trend of increasing utilization. In addition,
implementation of the Affordable Care Act (ACA) will likely increase the
number of insured during 2014-2016, which should incrementally improve volume
growth.

Unrelated to the economy, surgeons are employing a more judicious approach to
implanting cardioverter defibrillators, following a cautionary study published
in the Journal of the American Medical Association January 2011. In addition,
possible negative market reaction to STJ's formerly-manufactured Riata leads
may temporarily soften sales growth in STJ's cardiac rhythm management (CRM)
business. Fitch expects the negative impact of the above two issues on the CRM
segment will dissipate within the next 12-18 months, as the market resets and
returns to a normal growth trend.

POTENTIAL MARGIN PRESSURE

Hospitals are reportedly becoming more aggressive in contract negotiations.
However, margins for device makers have remained relatively stable, likely due
to mix shift to newer, higher margin devices and focus on cost control. Fitch
believes hospitals will continue to pay for meaningful improvements in medical
devices but probably at more restrictive rates than in the past. If
significant consolidation continues within the hospital sector, some
participants will gain even more negotiating leverage. However, it is worth
noting that the hospital market is still very fragmented, and consolidation
will likely be gradual.

The ACA could shift payer mix in a way that pressures hospital margins and
causes hospitals to direct volume to lower cost procedures and medical
devices, potentially pressuring device prices. In addition, the ACA began
imposing a 2.3% excise tax on U.S. medical device sales in 2013. STJ's
restructuring efforts and anticipated market launches of new higher-margin,
value-added medical devices should partially offset the negative effect on
margins. As such, Fitch expects potential margin compression will be modest.

RELIABLE FCF

Fitch believes that modest revenue growth and somewhat stable margins will
enable STJ to generate $750 million - $850 million of annual FCF (cash flow
from operations minus capital expenditures of roughly $300 million minus
dividends of roughly $310 million)) during the next two years. Cash generation
should be sufficient to fund targeted acquisitions and moderate share
repurchases.

TRANSACTIONS

Fitch believes STJ will remain acquisitive, focusing on companies or device
platforms that offer innovation and growth, as technological advancement in
the device sector is still relatively fragmented. Share repurchases will
likely continue, especially in the absence of viable acquisition targets. The
company's recently instituted cash dividend may moderate the level of share
repurchases. Fitch expects STJ will balance its transactions within the
context of maintaining an 'A' credit rating profile.

LIQUIDITY AND DEBT STRUCTURE

At Dec. 31, 2012, STJ had adequate liquidity, comprised of approximately $1.19
billion in cash plus short-term marketable securities and roughly $907 million
(net of $593 million commercial paper borrowings) in availability on its $1.5
billion bank revolving credit facility, which expires on Feb. 28, 2015. STJ
generated approximately $771 million in FCF (net of $280 million of capital
expenditures and $284 million of dividends) during latest 12 months (LTM),
ended Dec. 31, 2012. The company had approximately $3.06 billion in debt with
approximately $526 million maturing or amortizing in 2013, $700 million in
2014, $593 million in 2015, $500 million in 2016 and $754 million thereafter.
Fitch expects the vast majority of STJ's maturities will be refinanced with
its ample access to credit markets.

RATING SENSITIVITIES

Fitch does not anticipate an upgrade in the near to intermediate term.
However, STJ would need to commit to and operate with leverage stronger than
1.3x-1.4x while maintaining relatively stable operations and solid FCF, in
order for Fitch to consider a positive rating action.

A downgrade of the ratings could result from debt sustained above 1.6x EBITDA
without the prospect for timely deleveraging. This could result from a
scenario in which revenue and margins are significantly stressed (more than
Fitch anticipates); resulting FCF weakens; and capital deployment not being
adjusted to reduce the company's need for debt financing. As such,
debt-financed share repurchases or acquisitions in the near term would likely
prompt a negative rating action, given the limited flexibility associated with
the company's current leverage.

RATING ACTIONS

Fitch rates STJ as follows:

--Issuer Default Rating (IDR) 'A';

--Senior unsecured bank debt 'A';

--Senior unsecured debt 'A';

--Short-term IDR 'F1';

--Commercial paper 'F1'.

The Rating Outlook is Stable.

Additional information is available at 'www.fitchratings.com'. The ratings
above were solicited by, or on behalf of, the issuer, and therefore, Fitch has
been compensated for the provision of the ratings.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology', dated Aug. 8, 2012.

Applicable Criteria and Related Research

Corporate Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

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