filings.toolsItem 8. Financial Statements and Supplementary Data
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Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | 42 | ||||
| Financial Statements: | |||||
| Consolidated Balance Sheets as of December 31, 2024 and 2023 | 45 | ||||
| For the Years Ended December 31, 2024, 2023, and 2022: | |||||
| Consolidated Statements of Operations | 46 | ||||
| Consolidated Statements of Comprehensive Income | 47 | ||||
| Consolidated Statements of Cash Flows | 48 | ||||
| Consolidated Statements of Stockholders' Equity | 49 | ||||
| Notes to Consolidated Financial Statements | 50 | ||||
| Financial statement schedules not included in this Form 10-K have been omitted because they are not applicable or because the required information is shown in the consolidated financial statements or the notes thereto. |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Edwards Lifesciences Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Edwards Lifesciences Corporation and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023**,** and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Innovalve Bio Medical Ltd., Endotronix Inc., and J.C. Medical, Inc. from its assessment of internal control over financial reporting as of December 31, 2024 because they were acquired by the Company in purchase business combinations during 2024. We have also excluded Innovalve Bio Medical Ltd., Endotronix Inc., and J.C. Medical, Inc. from our audit of internal control over financial reporting. Innovalve Bio Medical Ltd., Endotronix Inc., and J.C. Medical, Inc. are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Uncertain Tax Positions Related to Intercompany Transfer Pricing
As described in Note 19 to the consolidated financial statements, the Company had an uncertain gross tax positions balance of $678.8 million as of December 31, 2024, of which a majority is related to intercompany transfer pricing. As disclosed by management, the Company is subject to income taxes in the United States and numerous foreign jurisdictions. The Company’s income tax returns in these jurisdictions are periodically audited by domestic and foreign tax authorities. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income amongst various tax jurisdictions. Significant judgment is required by management in evaluating uncertain tax positions, including estimating the ultimate resolution to intercompany pricing controversies between countries when there are numerous possible outcomes.
The principal considerations for our determination that performing procedures relating to the uncertain tax positions related to intercompany transfer pricing is a critical audit matter are (i) the significant judgment by management when recognizing and evaluating the uncertain tax positions related to intercompany transfer pricing; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's measurement of the uncertain tax positions related to intercompany transfer pricing; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the recognition and evaluation of uncertain tax positions related to intercompany transfer pricing. These procedures also included, among others (i) testing the information used in the calculation of the uncertain tax positions related to intercompany transfer pricing, including United States federal filing positions and the related final income tax returns; (ii) testing the calculation of the uncertain tax positions related to intercompany transfer pricing, by jurisdiction, including management’s assessment of the technical merits of tax positions and estimates of the amount of tax benefit expected to be sustained; (iii) testing management’s assessment of possible outcomes of uncertain tax positions related to intercompany transfer pricing controversies between countries; and (iv) evaluating, for uncertain tax positions related to intercompany transfer pricing, the status and results of income tax audits with the relevant tax authorities. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the measurement of the Company’s uncertain tax positions related to intercompany transfer pricing, including evaluating the reasonableness of management’s assessment of whether tax positions are more-likely-than not to be sustained and the amount of potential tax benefit to be realized and (ii) the application of relevant tax laws.
Acquisition of Endotronix, Inc. – Valuation of the Developed Technology
As described in Note 10 to the consolidated financial statements, on August 19, 2024, the Company acquired all the remaining outstanding shares of Endotronix, Inc. for total purchase consideration, net of cash acquired, of $798.8 million. Of the acquired intangible assets, $388.9 million of developed technology was recorded. Fair value of the developed technology was determined by management using an income approach. As disclosed by management, the determination of fair value involves the use of estimates and assumptions, such as projected revenues, projected gross margins, and discount rate.
The principal considerations for our determination that performing procedures relating to the valuation of the developed technology acquired in the acquisition of Endotronix, Inc. is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the developed technology acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenues, projected gross margins, and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the developed technology acquired. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the developed technology acquired; (iii) evaluating the appropriateness of the income approach used by management; (iv) testing the completeness and accuracy of the underlying data used in the income approach; and (v) evaluating the reasonableness of the significant assumptions used by management related to projected revenues, projected gross margins, and discount rate. Evaluating management’s assumptions related to projected revenues and projected gross margins involved considering (i) the current and past performance of the Endotronix, Inc. business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the discount rate assumption.
Acquisition of Innovalve Bio Medical Ltd. – Valuation of the IPR&D
As described in Note 10 to the consolidated financial statements, on October 1, 2024, the Company acquired all the remaining outstanding shares of Innovalve Bio Medical Ltd. for total purchase consideration, net of cash acquired, of $380.9 million. Of the acquired intangible assets, $218.4 million of in-process research and development (IPR&D) was recorded. Fair value of the IPR&D was determined by management using an income approach. As disclosed by management, the determination of fair value involves the use of estimates and assumptions, such as projected revenues, projected gross margins, and discount rate.
The principal considerations for our determination that performing procedures relating to the valuation of the IPR&D acquired in the acquisition of Innovalve Bio Medical Ltd. is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the IPR&D acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenues, projected gross margins, and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the IPR&D acquired. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the IPR&D acquired; (iii) evaluating the appropriateness of the income approach used by management; (iv) testing the completeness and accuracy of the underlying data used in the income approach; and (v) evaluating the reasonableness of the significant assumptions used by management related to projected revenues, projected gross margins, and discount rate. Evaluating management’s assumptions related to projected revenues and projected gross margins involved considering (i) the current and past performance of the Innovalve Bio Medical Ltd. business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the discount rate assumption.
/s/ PricewaterhouseCoopers LLP
Irvine, California
February 28, 2025
We have served as the Company’s auditor since 1999.
EDWARDS LIFESCIENCES CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except par value)
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 3,045.2 | $ | 1,132.3 | |||||||
| Short-term investments (Note 8) | 930.7 | 500.5 | |||||||||
| Accounts receivable, net of allowances of $11.6 and $8.2, respectively | 609.1 | 771.5 | |||||||||
| Other receivables | 118.3 | 56.6 | |||||||||
| Inventories (Note 6) | 1,086.7 | 903.5 | |||||||||
| Prepaid expenses | 121.0 | 128.8 | |||||||||
| Other current assets | 347.6 | 224.9 | |||||||||
| Current assets of discontinued operations (Note 5) | 26.8 | 317.6 | |||||||||
| Total current assets | 6,285.4 | 4,035.7 | |||||||||
| Long-term investments (Note 8) | 307.9 | 583.9 | |||||||||
| Property, plant, and equipment, net (Note 6) | 1,686.0 | 1,591.0 | |||||||||
| Operating lease right-of-use assets (Note 7) | 98.2 | 84.4 | |||||||||
| Goodwill (Note 11) | 1,776.7 | 1,145.1 | |||||||||
| Other intangible assets, net (Note 11) | 1,176.6 | 399.4 | |||||||||
| Deferred income taxes | 992.1 | 749.4 | |||||||||
| Other assets | 721.6 | 463.2 | |||||||||
| Non-current assets of discontinued operations (Note 5) | 10.8 | 311.1 | |||||||||
| Total assets | $ | 13,055.3 | $ | 9,363.2 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 197.4 | $ | 186.6 | |||||||
| Accrued and other liabilities (Note 6) | 1,282.4 | 856.4 | |||||||||
| Operating lease liabilities (Note 7) | 23.4 | 22.9 | |||||||||
| Current liabilities of discontinued operations (Note 5) | 2.0 | 129.5 | |||||||||
| Total current liabilities | 1,505.2 | 1,195.4 | |||||||||
| Long-term debt (Note 12) | 597.7 | 597.0 | |||||||||
| Contingent consideration liabilities (Note 13) | 14.5 | — | |||||||||
| Taxes payable (Note 19) | 1.3 | 80.6 | |||||||||
| Operating lease liabilities (Note 7) | 78.9 | 65.2 | |||||||||
| Uncertain tax positions (Note 19) | 384.6 | 335.0 | |||||||||
| Litigation settlement accrual (Note 3) | 52.7 | 94.2 | |||||||||
| Other liabilities | 357.5 | 251.3 | |||||||||
| Non-current liabilities of discontinued operations (Note 5) | — | 25.1 | |||||||||
| Total liabilities | 2,992.4 | 2,643.8 | |||||||||
| Commitments and contingencies (Notes 7, 12, and 20) | |||||||||||
| Stockholders' equity (Note 16) | |||||||||||
| Preferred stock, $0.01 par value, authorized 50.0 shares, no shares outstanding | — | — | |||||||||
| Common stock, $1.00 par value, 1,050.0 shares authorized, 654.8 and 650.5 shares issued, and 588.6 and 601.1 shares outstanding, respectively | 654.8 | 650.5 | |||||||||
| Additional paid-in capital | 2,613.4 | 2,274.4 | |||||||||
| Retained earnings | 13,167.0 | 8,992.4 | |||||||||
| Accumulated other comprehensive loss (Note 17) | (244.5) | (242.8) | |||||||||
| Treasury stock, at cost, 66.2 and 49.4 shares, respectively | (6,192.3) | (5,024.5) | |||||||||
| Total Edwards Lifesciences Corporation stockholders' equity | 9,998.4 | 6,650.0 | |||||||||
| Noncontrolling interest | 64.5 | 69.4 | |||||||||
| Total stockholders' equity | 10,062.9 | 6,719.4 | |||||||||
| Total liabilities and equity | $ | 13,055.3 | $ | 9,363.2 |
The accompanying notes are an integral part of these consolidated financial statements.
EDWARDS LIFESCIENCES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share information)
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Net sales | $ | 5,439.5 | $ | 5,010.0 | $ | 4,464.0 | |||||||||||
| Cost of sales | 1,117.5 | 978.4 | 723.7 | ||||||||||||||
| Gross profit | 4,322.0 | 4,031.6 | 3,740.3 | ||||||||||||||
| Selling, general, and administrative expenses | 1,789.2 | 1,582.5 | 1,357.6 | ||||||||||||||
| Research and development expenses | 1,053.0 | 962.9 | 843.6 | ||||||||||||||
| Intellectual property agreement and certain litigation expenses (Note 3) | 40.4 | 203.5 | 15.8 | ||||||||||||||
| Change in fair value of contingent consideration liabilities (Note 13) | — | (26.2) | (35.8) | ||||||||||||||
| Restructuring charges, separation costs, and other (Note 4) | 61.0 | — | 60.7 | ||||||||||||||
| Other operating income, net | (0.3) | — | — | ||||||||||||||
| Operating income | 1,378.7 | 1,308.9 | 1,498.4 | ||||||||||||||
| Interest expense | 19.8 | 17.6 | 19.2 | ||||||||||||||
| Interest income | (120.3) | (67.2) | (35.5) | ||||||||||||||
| Other non-operating income, net (Note 18) | (68.9) | (13.9) | (4.8) | ||||||||||||||
| Income from continuing operations before provision for income taxes | 1,548.1 | 1,372.4 | 1,519.5 | ||||||||||||||
| Provision for income taxes (Note 19) | 152.1 | 152.4 | 195.5 | ||||||||||||||
| Net income from continuing operations | 1,396.0 | 1,220.0 | 1,324.0 | ||||||||||||||
| Income from discontinued operations, net of tax | 2,773.7 | 179.4 | 197.9 | ||||||||||||||
| Net income | 4,169.7 | 1,399.4 | 1,521.9 | ||||||||||||||
| Net loss attributable to noncontrolling interest | (4.9) | (3.0) | — | ||||||||||||||
| Net income attributable to Edwards Lifesciences Corporation. | $ | 4,174.6 | $ | 1,402.4 | $ | 1,521.9 | |||||||||||
| Share information (Note 2): | |||||||||||||||||
| Earnings per share attributable to Edwards Lifesciences Corporation: | |||||||||||||||||
| Basic | |||||||||||||||||
| Continuing operations | $ | 2.34 | $ | 2.02 | $ | 2.14 | |||||||||||
| Discontinued operations | $ | 4.64 | $ | 0.29 | $ | 0.32 | |||||||||||
| Basic earnings per share | $ | 6.98 | $ | 2.31 | $ | 2.46 | |||||||||||
| Diluted | |||||||||||||||||
| Continuing operations | $ | 2.34 | $ | 2.01 | $ | 2.12 | |||||||||||
| Discontinued operations | $ | 4.63 | $ | 0.29 | $ | 0.32 | |||||||||||
| Diluted earnings per share | $ | 6.97 | $ | 2.30 | $ | 2.44 | |||||||||||
| Weighted-average number of common shares outstanding attributable to Edwards Lifesciences Corporation: | |||||||||||||||||
| Basic | 597.7 | 606.7 | 619.0 | ||||||||||||||
| Diluted | 599.3 | 609.4 | 624.2 |
The accompanying notes are an integral part of these consolidated financial statements.
EDWARDS LIFESCIENCES CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Net income | $ | 4,169.7 | $ | 1,399.4 | $ | 1,521.9 | |||||||||||
| Other comprehensive (loss) income, net of tax (Note 17): | |||||||||||||||||
| Foreign currency translation adjustments | (59.6) | 4.3 | (46.3) | ||||||||||||||
| Unrealized gain (loss) on hedges | 37.0 | (23.1) | (5.9) | ||||||||||||||
| Unrealized pension credits (costs) | 0.1 | (9.9) | 13.7 | ||||||||||||||
| Unrealized gain (loss) on available-for-sale investments | 20.8 | 40.8 | (58.7) | ||||||||||||||
| Other comprehensive (loss) income, net of tax | (1.7) | 12.1 | (97.2) | ||||||||||||||
| Comprehensive income | 4,168.0 | 1,411.5 | 1,424.7 | ||||||||||||||
| Comprehensive loss attributable to noncontrolling interest | (4.9) | (3.0) | — | ||||||||||||||
| Comprehensive income attributable to Edwards Lifesciences Corporation | $ | 4,172.9 | $ | 1,414.5 | $ | 1,424.7 |
The accompanying notes are an integral part of these consolidated financial statements.
EDWARDS LIFESCIENCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Cash flows from operating activities | |||||||||||||||||
| Net income | $ | 4,169.7 | $ | 1,399.4 | $ | 1,521.9 | |||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | 155.2 | 144.9 | 139.6 | ||||||||||||||
| Non-cash operating lease cost | 27.8 | 28.2 | 27.2 | ||||||||||||||
| Stock-based compensation (Notes 2 and 16) | 162.3 | 139.4 | 126.8 | ||||||||||||||
| Gain on sale of product group (Note 5) | (3,348.2) | — | — | ||||||||||||||
| Impairment charges (Note 4) | — | — | 55.1 | ||||||||||||||
| Change in fair value of contingent consideration liabilities (Note 13) | — | (26.2) | (35.8) | ||||||||||||||
| (Gain) loss on investments, net | (5.2) | 0.1 | 51.5 | ||||||||||||||
| Deferred income taxes | (323.4) | (272.1) | (254.5) | ||||||||||||||
| Gain on remeasurement of previously held equity interest upon acquisition (Note 10) | (55.0) | — | — | ||||||||||||||
| Other | 18.4 | 8.4 | 7.8 | ||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Accounts and other receivables, net | 121.2 | (141.2) | (84.1) | ||||||||||||||
| Inventories | (256.1) | (289.0) | (213.4) | ||||||||||||||
| Prepaid expenses and other current assets | 22.7 | (81.8) | 0.1 | ||||||||||||||
| Accounts payable and accrued liabilities | 89.5 | 146.0 | (21.4) | ||||||||||||||
| Intellectual property agreement accrual | (36.8) | (33.0) | (45.0) | ||||||||||||||
| Income taxes | (186.7) | (5.8) | (5.6) | ||||||||||||||
| Long-term prepaid royalties (Note 3) | 8.3 | (109.9) | — | ||||||||||||||
| Other | (21.4) | (11.6) | (52.0) | ||||||||||||||
| Net cash provided by operating activities | 542.3 | 895.8 | 1,218.2 | ||||||||||||||
| Cash flows from investing activities | |||||||||||||||||
| Capital expenditures | (252.4) | (253.0) | (244.6) | ||||||||||||||
| Purchases of held-to-maturity investments (Note 8) | (45.9) | (66.4) | (353.5) | ||||||||||||||
| Proceeds from sales and maturities of held-to-maturity investments (Note 8) | 57.5 | 97.9 | 419.5 | ||||||||||||||
| Purchases of available-for-sale investments (Note 8) | (899.9) | (9.1) | (315.8) | ||||||||||||||
| Proceeds from sales and maturities of available-for-sale investments (Note 8) | 800.1 | 617.9 | 939.6 | ||||||||||||||
| Business combinations, net of cash (Note 10) | (1,061.8) | (95.2) | — | ||||||||||||||
| Payments for acquisition options (Note 9) | (46.2) | (30.0) | (109.6) | ||||||||||||||
| Issuances of notes receivable | (63.0) | (62.5) | (52.3) | ||||||||||||||
| Collections of notes receivable | — | — | 18.0 | ||||||||||||||
| Investments in intangible assets | (30.0) | (13.3) | (20.2) | ||||||||||||||
| Proceeds from sale of product group | 3,927.4 | — | — | ||||||||||||||
| Other | (72.9) | (12.5) | (28.8) | ||||||||||||||
| Net cash provided by investing activities | 2,312.9 | 173.8 | 252.3 | ||||||||||||||
| Cash flows from financing activities | |||||||||||||||||
| Purchases of treasury stock | (1,159.4) | (879.6) | (1,727.1) | ||||||||||||||
| Proceeds from stock plans | 179.5 | 169.9 | 146.4 | ||||||||||||||
| Other | (3.1) | (1.3) | (3.8) | ||||||||||||||
| Net cash used in financing activities | (983.0) | (711.0) | (1,584.5) | ||||||||||||||
| Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash | 38.6 | 16.8 | 19.2 | ||||||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 1,910.8 | 375.4 | (94.8) | ||||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of year | 1,148.0 | 772.6 | 867.4 | ||||||||||||||
| Cash, cash equivalents, and restricted cash at end of year (Note 6) | $ | 3,058.8 | $ | 1,148.0 | $ | 772.6 | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
EDWARDS LIFESCIENCES CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in millions)
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Amount | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Edwards Lifesciences Corporation Stockholders' Equity | Noncontrolling Interest | Total Stockholders'Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2021 | 642.0 | $ | 642.0 | 17.9 | $ | (2,416.9) | $ | 1,700.4 | $ | 6,068.1 | $ | (157.7) | $ | 5,835.9 | $ | — | $ | 5,835.9 | |||||||||||||||||||||||||||||||||||||||||
| Net income | 1,521.9 | 1,521.9 | 1,521.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | (97.2) | (97.2) | (97.2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under equity plans | 4.3 | 4.3 | 142.1 | 146.4 | 146.4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | 126.8 | 126.8 | 126.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | 20.1 | (1,727.1) | (1,727.1) | (1,727.1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2022 | 646.3 | 646.3 | 38.0 | (4,144.0) | 1,969.3 | 7,590.0 | (254.9) | 5,806.7 | — | 5,806.7 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | 1,402.4 | 1,402.4 | (3.0) | 1,399.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | 12.1 | 12.1 | 12.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under equity plans | 4.2 | 4.2 | 165.7 | 169.9 | 169.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | 139.4 | 139.4 | 139.4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | 11.4 | (880.5) | (880.5) | (880.5) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes to noncontrolling interest | — | 72.4 | 72.4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2023 | 650.5 | 650.5 | 49.4 | (5,024.5) | 2,274.4 | 8,992.4 | (242.8) | 6,650.0 | 69.4 | 6,719.4 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | 4,174.6 | 4,174.6 | (4.9) | 4,169.7 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | (1.7) | (1.7) | (1.7) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under equity plans | 4.3 | 4.3 | 175.2 | 179.5 | 179.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | 163.8 | 163.8 | 163.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | 16.8 | (1,167.8) | (1,167.8) | (1,167.8) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2024 | 654.8 | $ | 654.8 | 66.2 | $ | (6,192.3) | $ | 2,613.4 | $ | 13,167.0 | $ | (244.5) | $ | 9,998.4 | $ | 64.5 | $ | 10,062.9 |
The accompanying notes are an integral part of these consolidated financial statements.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
Edwards Lifesciences Corporation ("Edwards Lifesciences," "Edwards," or the "Company") conducts operations worldwide and is managed in the following geographical regions: United States, Europe, Japan, and Rest of World. Edwards Lifesciences is focused on technologies that treat structural heart disease. The products and technologies provided by Edwards Lifesciences are categorized into the following main groups: Transcatheter Aortic Valve Replacement ("TAVR"), Transcatheter Mitral and Tricuspid Therapies ("TMTT"), and Surgical Structural Heart ("Surgical"). On September 3, 2024, the Company sold its Critical Care product group ("Critical Care"). The historical results of Critical Care are reflected as discontinued operations in the Company's consolidated financial statements for all periods presented. In addition, as a next step in the Company's disposal plan to exit businesses that are not focused on implantable medical innovations for structural heart disease, the historical results of a small non-core product group that the Company plans to sell are also included in discontinued operations. Unless otherwise indicated, the information in the notes to the consolidated financial statements refer only to Edwards Lifesciences' continuing operations. For further information, see Note 5.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Edwards Lifesciences, its wholly-owned subsidiaries, and variable interest entities ("VIEs") for which the Company is the primary beneficiary. For further information, see Note 9. The Company attributes the net income or losses of its consolidated VIEs to controlling and noncontrolling interests using the hypothetical liquidation at book value method. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The consolidated financial statements of Edwards Lifesciences have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") which have been applied consistently in all material respects. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates.
Foreign Currency Translation
When the local currency of the Company's foreign entities is the functional currency, all assets and liabilities are translated into United States dollars at the rate of exchange in effect at the balance sheet date. Income and expense items are translated at the weighted-average exchange rate prevailing during the period. The effects of foreign currency translation adjustments for these entities are deferred and reported in stockholders' equity as a component of Accumulated Other Comprehensive Loss. The effects of foreign currency transactions denominated in a currency other than an entity's functional currency are included in Other Non-operating Income, net.
Revenue Recognition
Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services.
The Company generates nearly all of its revenue from direct product sales and sales of products under consignment arrangements. Revenue from direct product sales is recognized at a point in time when the performance obligation is satisfied upon delivery of the product. Revenue from sales of consigned inventory is recognized at a point in time when the performance obligation is satisfied once the product has been implanted or used by the customer. The Company periodically reviews consignment inventories to confirm the accuracy of customer reporting. The Company also generates a small portion of its revenue from service contracts, which is recognized ratably over the term of the contracts. Sales taxes and other similar taxes
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
that the Company collects concurrent with revenue-producing activities are excluded from revenue. The Company does not typically have any significant unusual payment terms beyond 90 days in its contracts with customers. In addition, the Company receives royalty payments for the licensing of certain intellectual property and recognizes the royalty when the subsequent sale of product using the intellectual property occurs.
The amount of consideration the Company ultimately receives varies depending upon the return terms, sales rebates, discounts, and other incentives that the Company may offer, which are accounted for as variable consideration when estimating the amount of revenue to recognize. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely upon an assessment of historical payment experience, historical relationship to revenues, estimated customer inventory levels, and current contract sales terms with direct and indirect customers.
The Company's sales adjustment related to distributor rebates given to the Company's United States distributors represents the difference between the Company's sales price to the distributor and the negotiated price to be paid by the end-customer. This distributor rebate is recorded as a reduction to sales and a reduction to the distributor's accounts receivable at the time of sale to a distributor. The Company periodically monitors current pricing trends and distributor inventory levels to ensure the credit for future distributor rebates is fairly stated.
The Company offers volume rebates to certain group purchasing organizations ("GPOs") and customers based upon targeted sales levels. Volume rebates offered to GPOs are recorded as a reduction to sales and an obligation to the GPOs, as the Company expects to pay in cash. Volume rebates offered to customers are recorded as a reduction to sales and either a reduction to accounts receivable if the Company expects a net payment from the customer, or as an obligation to the customer if the Company expects to pay in cash. The provision for volume rebates is estimated based upon customers' contracted rebate programs, projected sales levels, and historical experience of rebates paid. The Company periodically monitors its customer rebate programs to ensure that the allowance and liability for accrued rebates is fairly stated.
Product returns are typically not significant because returns are generally not allowed unless the product is damaged at the time of receipt. In limited circumstances, the Company may allow customers to return previously purchased products, such as for next-generation product offerings. For these transactions, the Company defers recognition of revenue on the sale of the earlier generation product based upon an estimate of the amount of product to be returned when the next-generation products are shipped to the customer.
A limited number of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the transaction price is allocated to each performance obligation based on its relative standalone selling price charged to other customers.
The Company applies the optional exemption of not disclosing the amount of the transaction price allocated to unsatisfied performance obligations for contracts with an original expected duration of one year or less.
Shipping and Handling Costs
Shipping costs, which are costs incurred to physically move product from the Company's premises or third party distribution centers, including storage, to the customer's premises, are included in Selling, General, and Administrative Expenses. Handling costs, which are costs incurred to store at the Company's premises, move, and prepare products for shipment, are included in Cost of Sales. For the years ended December 31, 2024, 2023, and 2022, shipping costs of $83.9 million, $94.5 million, and $83.6 million, respectively, were included in Selling, General, and Administrative Expenses.
Cash Equivalents
The Company considers highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. These investments are valued at cost, which approximates fair value.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Investments
The Company invests its excess cash in debt securities, including time deposits, commercial paper, United States government and agency securities, asset-backed securities, corporate debt securities, and municipal debt securities. Investments with maturities of one year or less are classified as short-term, and investments with maturities greater than one year are classified as long-term. Investments that the Company has the ability and intent to hold until maturity are classified as held-to-maturity and carried at amortized cost. Investments in debt securities that are classified as available-for-sale are carried at fair value with unrealized gains and losses included in Accumulated Other Comprehensive Loss. The Company determines the appropriate classification of its investments in debt securities at the time of purchase and reevaluates such designation at each balance sheet date.
The Company also has long-term equity investments in companies that are in various stages of development. These investments are reported at fair value or under the equity method of accounting, as appropriate. Equity investments that do not have readily determinable fair values are recorded at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. The Company accounts for investments in limited partnerships and limited liability corporations, whereby the Company owns a minimum of 5% of the investee's outstanding voting stock, under the equity method of accounting. These investments are recorded at the amount of the Company's investment and adjusted each period for the Company's share of the investee's income or loss, and dividends paid.
Realized gains and losses on investments that are sold are determined using the specific identification method, or the first-in, first-out method, depending on the investment type, and recorded to Other Non-operating Income, net. Income relating to investments in debt securities is recorded to Interest Income.
Equity investments without readily determinable fair value are considered impaired when there is an indication that the fair value of the Company's interest is less than the carrying amount. Equity method investments are considered impaired when there is an indication of an other-than-temporary decline in value below the carrying amount. Impairments of equity investments are recorded in Other Non-operating Income, net.
Debt securities in an unrealized loss position are written down to fair value through Other Non-operating Income, net if the Company intends to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. For debt securities in an unrealized loss position that do not meet the aforementioned criteria, the Company assesses whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the length of time and the extent to which the security's fair value has been below cost, changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors. When a credit loss exists, the Company compares the present value of cash flows expected to be collected from the debt security to the amortized cost basis of the security to determine the allowance amount that should be recorded, if any.
Accounts Receivable
The majority of the Company’s accounts receivable arise from direct product sales and sales of products under consignment arrangements, and have payment terms that generally require payment within 30 to 90 days. The Company does not adjust its receivables for the effects of a significant financing component at contract inception if collection of the receivable is expected within one year or less from the time of sale. In countries where the Company has experienced a pattern of payments extending beyond the stated terms and collection of the receivable is expected beyond one year from the time of sale, the Company assesses whether the customer has a significant financing component and discounts the receivable and reduces the related revenues over the period of time that the Company estimates those amounts will be paid using the country’s market-based borrowing rate for such period.
The Company provides reserves against accounts receivable for estimated losses that may result from a customer’s inability to pay based on customer-specific analysis and general matters such as current assessments of past due balances, economic conditions and forecasts, and historical credit loss activity. Amounts determined to be uncollectible are charged or written-off against the reserve.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Inventories
Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. Market value for raw materials is based on replacement costs, and for other inventory classifications is based on net realizable value.
A write-down for excess or slow moving inventory is recorded for inventory which is obsolete, damaged, nearing its expiration date (generally triggered at six months prior to expiration), or slow moving (generally defined as quantities in excess of a two-year supply).
The Company allocates to inventory general and administrative costs that are related to the production process. These costs include insurance, manufacturing accounting and human resources personnel, and information technology. During the years ended December 31, 2024, 2023, and 2022, the Company allocated $84.2 million, $78.0 million, and $71.3 million, respectively, of general and administrative costs to inventory. General and administrative costs included in inventory at December 31, 2024 and 2023 were $44.0 million and $36.3 million, respectively.
At December 31, 2024 and 2023, $181.7 million and $164.6 million, respectively, of the Company's finished goods inventories were held on consignment.
Property, Plant, and Equipment
Property, plant, and equipment are recorded at cost. Depreciation is principally calculated for financial reporting purposes on the straight-line method over the estimated useful lives of the related assets, which range from 10 to 40 years for buildings and improvements, from 3 to 15 years for machinery and equipment, and from 3 to 5 years for software. Leasehold improvements are amortized over the life of the related facility leases or the asset, whichever is shorter. Straight-line and accelerated methods of depreciation are used for income tax purposes. Construction in progress is not depreciated until the asset is ready for its intended use.
Depreciation expense for property, plant, and equipment was $137.6 million, $119.9 million, and $114.5 million for the years ended December 31, 2024, 2023, and 2022, respectively.
Leases
The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. The Company's incremental borrowing rate is determined based on the estimated rate of interest for collateralized borrowing over a similar term as the associated lease. Right-of-use assets also include any lease payments made at or before lease commencement and any initial direct costs incurred, and exclude any lease incentives received.
The Company determines the lease term as the noncancellable period of the lease, and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the balance sheet. Certain of the Company’s leases include variable lease payments that are based on costs incurred or actual usage, or adjusted periodically based on an index or a rate. The Company’s leases do not contain any residual value guarantees.
The Company accounts for the lease and non-lease components as a single lease component for all of its leases except vehicle leases, for which the lease and non-lease components are accounted for separately.
Operating leases are included in Operating Lease Right-of-Use Assets and Operating Lease Liabilities on the Company’s consolidated balance sheets. For further information, see Note 7.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Business Combinations
Businesses that the Company acquires are included in its results of operations as of the acquisition date. The purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Contingent consideration obligations incurred in connection with a business combination are recorded at their fair values on the acquisition date and remeasured on a quarterly basis, with changes in their fair value recorded as an adjustment to earnings, until the related contingencies have been resolved. When the assets acquired do not meet the definition of a business combination, the transaction is accounted for as an asset acquisition. In an asset acquisition, the cost of the acquisition is allocated to the assets acquired and liabilities assumed based on their relative fair values. Upfront payments related to in-process research and development projects with no alternative future use are expensed upon acquisition.
Contingent Consideration
The Company records contingent consideration resulting from a business combination at its fair value on the acquisition date. The fair value of the contingent consideration is determined based primarily on the following factors:
-
discount rates used to present value the projected cash flows;
-
the probability of success of clinical events and regulatory approvals, and/or meeting commercial milestones; and
-
projected payment dates.
On a quarterly basis, the Company revalues these obligations and records changes in their fair value as an adjustment to earnings. Changes to contingent consideration obligations can result from adjustments to discount rates, accretion of the discount rates due to the passage of time, changes in our estimates of the likelihood or timing of achieving development or commercial milestones, changes in the probability of certain clinical events, or changes in the assumed probability associated with regulatory approval.
The assumptions related to determining the value of contingent consideration include a significant amount of judgment, and any changes in the underlying estimates could have a material impact on the amount of contingent consideration expense recorded in any given period.
Intangible Assets and Long-lived Assets
The Company acquires intangible assets in connection with business combinations and asset purchases. The acquired intangible assets are recorded at fair value, which is determined based on a discounted cash flow analysis. The determination of fair value requires significant estimates, including, but not limited to, projected revenues, projected gross margins, the amount and timing of projected future cash flows, the discount rate used to discount those cash flows, the assessment of the asset's life cycle, including the timing and expected costs to complete in-process projects, and the consideration of legal, technical, regulatory, economic, and competitive risks. Discount rates may vary across acquisitions based on the purchase price, forecasts, and relative risks of each acquired company.
Goodwill is reviewed for impairment annually in the fourth quarter of each fiscal year, or whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the Company performs a quantitative impairment test. The Company determined, after performing a qualitative review of each reporting unit, that it is more likely than not that the fair value of each of its reporting units substantially exceeds the respective carrying amounts. Accordingly, in 2024, 2023, and 2022, the Company did not record any goodwill impairment loss.
Indefinite-lived intangible assets relate to in-process research and development acquired in business combinations. The estimated fair values of in-process research and development projects acquired in a business combination which have not
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
reached technological feasibility are capitalized and accounted for as indefinite-lived intangible assets subject to impairment testing until completion or abandonment of the projects. Upon successful completion of the project, the capitalized amount is amortized over its estimated useful life. If the project is abandoned, all remaining capitalized amounts are written off immediately. Indefinite-lived intangible assets are reviewed for impairment annually in the fourth quarter of each fiscal year, or whenever an event occurs or circumstances change that would indicate the carrying amount may be impaired. An impairment loss is recognized when the asset's carrying value exceeds its fair value. In-process research and development projects acquired in an asset acquisition are expensed unless the project has an alternative future use.
Management reviews the carrying amounts of other finite-lived intangible assets and long-lived tangible assets whenever events or circumstances indicate that the carrying amounts of an asset may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit, and adverse legal or regulatory developments. If it is determined that such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair market value. Estimated fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. For the purposes of identifying and measuring impairment, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
In 2024 and 2023, the Company did not record any impairment loss related to its in-process research and development assets. In 2022, the Company recorded a $52.7 million impairment of certain developed technology and in-process research and development assets. For further information, see Note 4.
Income Taxes
The Company is subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in evaluating the Company's uncertain tax positions and determining its provision for income taxes. The Company recognizes the financial statement benefit of a tax position only after determining that a position would more likely than not be sustained based upon its technical merit if challenged by the relevant taxing authority and taken by management to the court of last resort. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the relevant tax authority. The Company recognizes interest and penalties related to income tax matters in income tax expense. The Company has made an accounting policy election to recognize the United States tax effects of global intangible low-taxed income as a component of income tax expense in the period the tax arises.
Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. The Company evaluates quarterly the realizability of its deferred tax assets by assessing its valuation allowance and adjusting the amount, if necessary. The factors used to assess the likelihood of realization are both historical experience and the Company's forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income in the applicable taxing jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in the Company's effective tax rate on future earnings.
Research and Development Costs
Research and development costs are charged to expense when incurred.
Earnings per Share
Basic earnings per share is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted earnings per share is computed based on the weighted-average common shares outstanding plus the effect of dilutive potential common shares outstanding during the period calculated using the treasury stock method. Dilutive potential common shares include employee equity share options, nonvested shares, and similar equity instruments granted by the Company. Potential common share equivalents have been excluded where their inclusion would be anti-dilutive.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The table below presents the computation of basic and diluted earnings per share (in millions, except for per share information):
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Net Income for Earnings Per Share Calculations: | |||||||||||||||||
| Income from continuing operations, net of tax | $ | 1,396.0 | $ | 1,220.0 | $ | 1,324.0 | |||||||||||
| Net loss attributable to noncontrolling interests | (4.9) | (3.0) | — | ||||||||||||||
| Income from continuing operations attributable to Edwards Lifesciences Corporation | 1,400.9 | 1,223.0 | 1,324.0 | ||||||||||||||
| Income from discontinued operations | 2,773.7 | 179.4 | 197.9 | ||||||||||||||
| Net income attributable to Edwards Lifesciences Corporation | $ | 4,174.6 | $ | 1,402.4 | $ | 1,521.9 | |||||||||||
| Weighted Average Shares: | |||||||||||||||||
| Basic weighted-average shares outstanding | 597.7 | 606.7 | 619.0 | ||||||||||||||
| Dilutive effect of stock plans | 1.6 | 2.7 | 5.2 | ||||||||||||||
| Dilutive weighted-average shares outstanding | 599.3 | 609.4 | 624.2 | ||||||||||||||
| Earnings per Share: | |||||||||||||||||
| Basic: | |||||||||||||||||
| Continuing operations | $ | 2.34 | $ | 2.02 | $ | 2.14 | |||||||||||
| Discontinued operations | 4.64 | 0.29 | 0.32 | ||||||||||||||
| Basic earnings per share | $ | 6.98 | $ | 2.31 | $ | 2.46 | |||||||||||
| Diluted: | |||||||||||||||||
| Continuing operations | $ | 2.34 | $ | 2.01 | $ | 2.12 | |||||||||||
| Discontinued operations | 4.63 | 0.29 | 0.32 | ||||||||||||||
| Diluted earnings per share | $ | 6.97 | $ | 2.30 | $ | 2.44 |
Outstanding stock options, unvested restricted stock units, and unvested market-based restricted stock units to purchase approximately 8.4 million, 6.6 million, and 3.6 million shares for the years ended December 31, 2024, 2023, and 2022, respectively, were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive.
Stock-based Compensation
The Company measures and recognizes compensation expense for all stock-based awards based on estimated fair values. Stock-based awards consist of stock options, restricted stock units (service-based and market-based), and employee stock purchase subscriptions. Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense over each award's requisite service period (vesting period) on a straight-line basis. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Upon exercise of stock options or vesting of restricted stock units, the Company issues common stock.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Total stock-based compensation expense was as follows (in millions):
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Cost of sales | $ | 26.7 | $ | 20.6 | $ | 20.3 | |||||||||||
| Selling, general, and administrative expenses | 82.5 | 74.0 | 67.3 | ||||||||||||||
| Research and development expenses | 36.4 | 30.2 | 26.0 | ||||||||||||||
| Total stock-based compensation expense | 145.6 | 124.8 | 113.6 | ||||||||||||||
| Income tax benefit | (24.8) | (21.8) | (19.6) | ||||||||||||||
| Total stock-based compensation expense, net of tax | $ | 120.8 | $ | 103.0 | $ | 94.0 |
Upon a participant's retirement, all unvested stock options are immediately forfeited. In addition, upon retirement, a participant will immediately vest in 25% of service-based restricted stock units for each full year of employment with the Company measured from the grant date. All remaining unvested service-based restricted stock units are immediately forfeited. For market-based restricted stock units, upon retirement and in certain other specified cases, a participant will receive a pro-rated portion of the shares that would ultimately be issued based on attainment of the performance goals as determined on the vesting date. The pro-rated portion is based on the participant's whole months of service with the Company during the performance period prior to the date of termination.
Derivatives
The Company uses derivative financial instruments to manage its currency exchange rate risk and its interest rate risk. It is the Company's policy not to enter into derivative financial instruments for speculative purposes.
Derivative financial instruments involve credit risk in the event the counterparty should default. It is the Company's policy to execute such instruments with global financial institutions that the Company believes to be creditworthy. The Company diversifies its derivative financial instruments among counterparties to minimize exposure to any one of these entities. The Company also uses International Swap Dealers Association master-netting agreements. The master-netting agreements provide for the net settlement of all contracts through a single payment in a single currency in the event of default, as defined by the agreements.
The Company uses foreign currency forward exchange contracts and cross currency swap contracts to manage its exposure to changes in currency exchange rates from (1) future cash flows associated with intercompany transactions and certain local currency expenses expected to occur within approximately one year (designated as cash flow hedges), (2) its net investment in certain foreign subsidiaries (designated as net investment hedges) and (3) foreign currency denominated assets or liabilities (designated as fair value hedges). The Company also uses foreign currency forward exchange contracts that are not designated as hedging instruments to offset the transaction gains and losses associated with the revaluation of certain assets and liabilities denominated in currencies other than their functional currencies, resulting principally from intercompany and local currency transactions.
All derivative financial instruments are recognized at fair value in the consolidated balance sheets. For each derivative instrument that is designated as a fair value hedge, the gain or loss on the derivative included in the assessment of hedge effectiveness is recognized immediately to earnings, and offsets the loss or gain on the underlying hedged item. The Company reports in Accumulated Other Comprehensive Loss the gain or loss on derivative financial instruments that are designated, and that qualify, as cash flow hedges. The Company reclassifies these gains and losses into earnings in the same line item and in the same period in which the underlying hedged transactions affect earnings. Changes in the fair value of net investment hedges are reported in Accumulated Other Comprehensive Loss as a part of the cumulative translation adjustment and would be reclassified into earnings if the underlying net investment is sold or substantially liquidated. The portion of the change in fair value related to components excluded from the hedge effectiveness assessment are amortized into earnings over the life of the derivative. The gains and losses on derivative financial instruments for which the Company does not elect hedge accounting treatment are recognized in the consolidated statements of operations in each period based upon the change in the fair value of the derivative financial instrument. Upon settlement, cash flows from net investment hedges are reported as investing activities
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
in the consolidated statements of cash flows, and cash flows from all other derivative financial instruments are reported as operating activities.
Recently Adopted Accounting Standards
In November 2023, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting guidance on segment reporting. The amendments require disclosure of significant segment expenses and other segment items and requires entities to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The amendment also requires disclosure of the title and position of the chief operating decision maker ("CODM") and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The guidance was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective application is required, and early adoption is permitted. The Company adopted this guidance for the year ended December 31, 2024 and applied the guidance retrospectively for all periods presented. For further information, see Note 21.
In March 2023, the FASB issued an amendment to the accounting guidance on investments in tax credit structures to allow entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. The guidance was effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2024. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.
New Accounting Standards Not Yet Adopted
In November 2024, the FASB issued an amendment to the accounting guidance on income statement presentation to require disclosure, in the notes to the financial statements, of disaggregated information about certain costs and expenses, including purchases of inventory, employee compensation, and depreciation and amortization included in each relevant expense caption within continuing operations. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact the guidance will have on its consolidated financial statements.
In December 2023, the FASB issued an amendment to the accounting guidance on income taxes which requires entities to provide additional information in the rate reconciliation and additional disaggregated disclosures about income taxes paid. This guidance requires public entities to disclose in their rate reconciliation table additional categories of information about federal, state, and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. The guidance is effective for annual periods beginning after December 15, 2024. The Company does not expect the adoption of this guidance to impact its financial statements, but the guidance will impact its income tax disclosures.
3. INTELLECTUAL PROPERTY AGREEMENT AND CERTAIN LITIGATION EXPENSES
The Company incurred intellectual property litigation expenses, including settlements and external legal costs, of $40.4 million, $203.5 million and $15.8 million during 2024, 2023 and 2022, respectively.
On April 12, 2023, Edwards entered into an intellectual property agreement (the "Intellectual Property Agreement") with Medtronic, Inc. ("Medtronic") pursuant to which the parties agreed to a 15-year global covenant not to sue ("CNS") for infringement of certain patents in the structural heart space owned or controlled by each other. In consideration for the global CNS and related mutual access to certain intellectual property rights, Edwards paid to Medtronic a one-time, lump sum payment of $300.0 million and is making annual royalty payments that are tied to net sales of certain Edwards products. Based upon the terms of the Intellectual Property Agreement, the Company identified the relevant elements for accounting purposes and allocated the $300.0 million upfront payment based on their respective fair values. The Company recorded a $37.0 million pre-tax charge in Certain Litigation Expenses in March 2023 primarily related to prior commercial sales incurred through March 31, 2023. The Company recorded a prepaid royalty asset of $124.0 million in April 2023 related to future commercial sales, which will be amortized to expense during the term of the Intellectual Property Agreement. Separately, the Company recorded a $139.0 million pre-tax charge in Certain Litigation Expenses in April 2023 related to products currently in
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. INTELLECTUAL PROPERTY AGREEMENT AND EXPENSE (Continued)
development. As of December 31, 2024 and 2023, the prepaid royalty asset balance was $109.9 million and $118.1 million, respectively, included in Prepaid Expenses and Other Assets.
4. RESTRUCTURING CHARGES, SEPARATION COSTS, AND OTHER
In September 2024, the Company recorded an expense of $32.9 million related to severance expenses associated with a global workforce realignment impacting approximately 360 employees. The following table presents details of the restructuring liability, which is included in Accrued and Other Liabilities:
| Restructuring Liability | ||||||||
| (in millions) | ||||||||
| Balance at December 31, 2023 | $ | — | ||||||
| Restructuring charges | 32.9 | |||||||
| Payments | (12.8) | |||||||
| Balance at December 31, 2024 | $ | 20.1 |
The Company's remaining severance obligations are expected to be substantially paid within the next 12 months.
On June 3, 2024, the Company entered into a definitive agreement to sell its Critical Care product group ("Critical Care") to Becton, Dickinson and Company ("BD") and the sale closed on September 3, 2024. In the fourth quarter of 2024, the Company recorded expenses of $19.0 million, primarily related to costs incurred for consulting, legal, tax, and other professional advisory services associated with the sale. For further information, see Note 5.
In September 2022, the Company decided to exit its HARPOON surgical mitral repair system program. As a result, the Company recorded expenses to its United States segment of $62.3 million, of which $60.7 million was included in Restructuring Charges, Separation Costs, and Other and $1.6 million was included in Cost of Sales on the consolidated statements of operations. The expenses primarily related to the full impairment of intangible assets associated with the technology for $52.7 million and other related exit costs. In September 2022, the Company recorded an $11.7 million contingent consideration gain associated with the exit and believes that no additional consideration is due. For further information, see Note 20.
5. DISCONTINUED OPERATIONS
On June 3, 2024, the Company entered into a definitive agreement to sell Critical Care to BD. In addition, as a next step in the Company's disposal plan to exit businesses that are not focused on implantable medical innovations for structural heart disease, the Company has committed to a plan to sell a non-core product group, with the sale expected to occur in 2025.
Critical Care and the aforementioned non-core product group (collectively, the "discontinued product groups") were historically reported in each of the Company's segments (United States, Europe, Japan, and Rest of World).
The Company concluded that Critical Care met the criteria to be classified as held-for-sale in June 2024 and that the non-core product group met the criteria to be classified as held-for-sale in September 2024. The Company determined that, when considered together, the conditions for discontinued operations presentation had been met with respect to the discontinued product groups. A component of an entity is reported in discontinued operations after meeting the criteria for held-for-sale classification if the disposition represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results. The Company analyzed the quantitative and qualitative factors relevant to the discontinued product groups, including their significance to the Company’s overall net income and total assets, and determined that those conditions for discontinued operations presentation had been met. As such, the historical financial condition and results of the discontinued product groups have been reflected as discontinued operations in the Company's Consolidated Financial Statements. The assets and liabilities associated with discontinued product groups are classified as assets and liabilities of discontinued operations in the Company's consolidated balance sheets. Prior period amounts have been adjusted to reflect the discontinued operations presentation.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. DISCONTINUED OPERATIONS (Continued)
On September 3, 2024, Critical Care was sold for $4.2 billion, which is subject to a further working capital adjustment, resulting in a gain of $3.3 billion (included in Income from Discontinued Operations, net of tax).
In connection with the sale of Critical Care, the Company entered into a transition services agreement ("TSA") to provide certain support services for up to 36 months from the closing date of the sale (with certain extension rights as provided therein). These support services may be in the areas of accounting, information technology, human resources, quality assurance, regulatory affairs, customer support, and global supply chain, among others. In connection with the TSA, the Company recognized an unfavorable contract liability of $115.1 million that will be recognized over the TSA term. As of December 31, 2024, the remaining unfavorable contract liability was $88.8 million, included in Accrued and Other Liabilities and Other Liabilities.
In addition, Edwards and BD entered into other agreements to provide a framework for the ongoing activities between the Company and BD after the sale and until the end of the TSA including, but not limited to, interim operating model agreements to support the commercial operations until there has been a full transfer of all regulatory licenses to BD and completion of services under the TSA agreement, a manufacturing and supply agreement, and a quality agreement. Under these agreements, the Company will continue to provide certain services to BD during the term of these agreements including serving as an undisclosed selling and purchasing agent for the Critical Care business on behalf of BD for a period of up to 36 months.
As of December 31, 2024, the Company had a net receivable of approximately $28.8 million from BD related to the services under the agreements. The Company recorded income from the TSA of $30.3 million during the year ended December 31, 2024, which was recorded in Other Operating Income, net on the Company's consolidated statements of operations.
Details of Income from Discontinued Operations are as follows (in millions):
| Twelve Months Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Net sales | $ | 730.7 | $ | 994.8 | $ | 918.4 | |||||||||||
| Cost of sales | 276.8 | 401.4 | 356.7 | ||||||||||||||
| Gross profit | 453.9 | 593.4 | 561.7 | ||||||||||||||
| Selling, general, and administrative expenses | 169.0 | 242.1 | 210.0 | ||||||||||||||
| Research and development expenses | 82.2 | 108.9 | 101.6 | ||||||||||||||
| Separation costs and other | 221.8 | 17.2 | — | ||||||||||||||
| Operating (loss) income, net | (19.1) | 225.2 | 250.1 | ||||||||||||||
| Other non-operating (income) expense, net | (3,348.3) | (0.5) | 2.2 | ||||||||||||||
| Income from discontinued operations before provision for income taxes | 3,329.2 | 225.7 | 247.9 | ||||||||||||||
| Provision for income taxes from discontinued operations | 555.5 | 46.3 | 50.0 | ||||||||||||||
| Net income from discontinued operations | 2,773.7 | 179.4 | 197.9 |
Separation costs primarily related to consulting, legal, tax, and other professional advisory services associated with the sale of Critical Care.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. DISCONTINUED OPERATIONS (Continued)
Details of assets and liabilities of discontinued operations are as follows (in millions):
| As of December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash and cash equivalents | $ | 9.6 | $ | 11.7 | |||||||
| Accounts receivable, net of allowances | — | 3.6 | |||||||||
| Other receivables | — | 5.2 | |||||||||
| Inventories | 15.1 | 264.7 | |||||||||
| Prepaid expenses | 2.1 | 18.0 | |||||||||
| Other current assets | — | 14.4 | |||||||||
| Total current assets of discontinued operations | $ | 26.8 | $ | 317.6 | |||||||
| Property, plant, and equipment, net | 3.4 | 158.4 | |||||||||
| Operating lease right-of-use assets | — | 9.6 | |||||||||
| Goodwill | 7.4 | 108.4 | |||||||||
| Other intangible assets, net | — | 29.0 | |||||||||
| Deferred income taxes | — | 5.2 | |||||||||
| Other assets | — | 0.5 | |||||||||
| Total non-current assets of discontinued operations | $ | 10.8 | $ | 311.1 | |||||||
| Accounts payable | $ | — | $ | 14.8 | |||||||
| Accrued and other liabilities | 2.0 | 112.7 | |||||||||
| Operating lease liabilities | — | 2.0 | |||||||||
| Total current liabilities of discontinued operations | $ | 2.0 | $ | 129.5 | |||||||
| Operating lease liabilities | — | 7.8 | |||||||||
| Uncertain tax positions | — | 4.3 | |||||||||
| Other liabilities | — | 13.0 | |||||||||
| Total non-current liabilities of discontinued operations | $ | — | $ | 25.1 |
Cash flows attributable to the Company's discontinued operations are included in the Company's consolidated statements of cash flows. Significant non-cash operating and investing activities attributable to discontinued operations consisted of the following (in millions):
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Depreciation and amortization | 12.0 | 22.9 | 22.7 | ||||||||||||||
| Stock-based compensation | 16.8 | 14.6 | 13.1 | ||||||||||||||
| Inventory write off | 8.2 | 23.5 | 6.2 | ||||||||||||||
| Capital expenditures | 16.6 | 35.4 | 36.3 |
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. OTHER CONSOLIDATED FINANCIAL STATEMENT DETAILS
Composition of Certain Financial Statement Captions
Components of selected captions in the consolidated balance sheets are as follows (in millions):
| As of December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Inventories | |||||||||||
| Raw materials | $ | 241.1 | $ | 196.3 | |||||||
| Work in process | 236.2 | 195.8 | |||||||||
| Finished products | 609.4 | 511.4 | |||||||||
| $ | 1,086.7 | $ | 903.5 | ||||||||
| Property, plant, and equipment, net | |||||||||||
| Land | $ | 123.9 | $ | 112.4 | |||||||
| Buildings and leasehold improvements | 1,339.8 | 1,189.0 | |||||||||
| Machinery and equipment | 689.4 | 618.6 | |||||||||
| Software | 83.4 | 77.1 | |||||||||
| Construction in progress | 244.0 | 292.5 | |||||||||
| 2,480.5 | 2,289.6 | ||||||||||
| Accumulated depreciation | (794.5) | (698.6) | |||||||||
| $ | 1,686.0 | $ | 1,591.0 | ||||||||
| Other assets | |||||||||||
| Tax receivable (Note 19) | $ | 293.9 | $ | — | |||||||
| Notes and other receivables | 129.3 | 155.1 | |||||||||
| Acquisition options | 147.1 | 161.3 | |||||||||
| Long-term prepaid royalties | 101.6 | 109.9 | |||||||||
| Fair value of derivatives | 34.7 | 23.4 | |||||||||
| Other long-term assets | 15.0 | 13.5 | |||||||||
| $ | 721.6 | $ | 463.2 | ||||||||
| Accrued and other liabilities | |||||||||||
| Employee compensation and withholdings | $ | 358.6 | $ | 316.4 | |||||||
| Accrued rebates | 139.3 | 123.5 | |||||||||
| Property, payroll, and other taxes | 88.1 | 53.8 | |||||||||
| Research and development accruals | 74.1 | 71.6 | |||||||||
| Legal and insurance (Notes 3 and 20) | 26.8 | 28.9 | |||||||||
| Litigation settlement | 73.8 | 69.1 | |||||||||
| Taxes payable | 286.6 | 52.7 | |||||||||
| Fair value of derivatives | 8.3 | 15.2 | |||||||||
| Accrued marketing expenses | 13.8 | 13.7 | |||||||||
| Accrued professional services | 20.1 | 8.5 | |||||||||
| Accrued realignment reserves | 27.4 | 6.4 | |||||||||
| Accrued relocation costs | 15.4 | 16.9 | |||||||||
| Unfavorable contract liability | 53.7 | — | |||||||||
| Other accrued liabilities | 96.4 | 79.7 | |||||||||
| $ | 1,282.4 | $ | 856.4 |
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. OTHER CONSOLIDATED FINANCIAL STATEMENT DETAILS (Continued)
Supplemental Cash Flow Information
(in millions)
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Cash paid during the year for: | |||||||||||||||||
| Interest | $ | 19.6 | $ | 19.9 | $ | 19.3 | |||||||||||
| Income taxes (a) (Note 19) | $ | 1,196.1 | $ | 470.1 | $ | 504.1 | |||||||||||
| Amounts included in the measurement of operating lease liabilities | $ | 28.0 | $ | 25.7 | $ | 25.0 | |||||||||||
| Non-cash investing and financing transactions: | |||||||||||||||||
| Right-of-use assets obtained in exchange for new lease liabilities | $ | 42.8 | $ | 27.3 | $ | 23.4 | |||||||||||
| Capital expenditures accruals | $ | 44.1 | $ | 43.6 | $ | 41.0 | |||||||||||
(a) Includes cash paid for income taxes from discontinued operations of $29.7 million, $25.2 million, and $37.4 million for the years ended December 31, 2024, 2023, and 2022, respectively.
Cash, Cash Equivalents, and Restricted Cash
(in millions)
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Continuing operations | |||||||||||||||||
| Cash and cash equivalents | $ | 3,045.2 | $ | 1,132.3 | $ | 761.5 | |||||||||||
| Restricted cash included in other current assets | 3.2 | 3.3 | 0.5 | ||||||||||||||
| Restricted cash included in other assets | 0.8 | 0.7 | 3.1 | ||||||||||||||
| Total | $ | 3,049.2 | $ | 1,136.3 | $ | 765.1 | |||||||||||
| Discontinued operations | |||||||||||||||||
| Cash and cash equivalents | $ | 9.6 | $ | 11.7 | $ | 7.5 | |||||||||||
| Total | $ | 9.6 | $ | 11.7 | $ | 7.5 | |||||||||||
| Total cash, cash equivalents, and restricted cash | $ | 3,058.8 | $ | 1,148.0 | $ | 772.6 |
Amounts included in restricted cash primarily represent funds placed in escrow related to litigation.
7. LEASES
The Company leases certain office space, manufacturing facilities, land, apartments, warehouses, vehicles, and equipment with remaining lease terms ranging from less than 1 year to 16 years, some of which include options to extend or terminate the leases.
Operating lease costs for the years ended December 31, 2024, 2023, and 2022 were $28.1 million, $26.9 million, and $25.6 million, respectively. Short-term and variable lease costs were not material for the years ended December 31, 2024, 2023, and 2022.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. LEASES (Continued)
Supplemental balance sheet information related to operating leases was as follows (in millions, except lease term and discount rate):
| As of December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Operating lease right-of-use assets | $ | 98.2 | $ | 84.4 | |||||||
| Operating lease liabilities, current portion | $ | 23.4 | $ | 22.9 | |||||||
| Operating lease liabilities, long-term portion | 78.9 | 65.2 | |||||||||
| Total operating lease liabilities | $ | 102.3 | $ | 88.1 |
Maturities of operating lease liabilities at December 31, 2024 were as follows (in millions):
| 2025 | $ | 26.4 | |||
| 2026 | 23.3 | ||||
| 2027 | 19.1 | ||||
| 2028 | 13.2 | ||||
| 2029 | 8.4 | ||||
| Thereafter | 23.8 | ||||
| Total lease payments | 114.2 | ||||
| Less: imputed interest | (11.9) | ||||
| Total lease liabilities | $ | 102.3 |
The following table provides information on the lease terms and discount rates:
| Years Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Weighted-average remaining lease term (in years) | 5.9 | 5.8 | |||||||||
| Weighted-average discount rate | 3.4 | % | 2.3 | % |
As of December 31, 2024, the Company had additional operating lease commitments of $1.7 million for office spaces that have not yet commenced.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. INVESTMENTS
Debt Securities
Investments in debt securities at the end of each period were as follows (in millions):
| December 31, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Held-to-maturity | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||||||||||||||||||||||||||||
| Bank time deposits | $ | 57.9 | $ | — | $ | — | $ | 57.9 | $ | 64.5 | $ | — | $ | — | $ | 64.5 | |||||||||||||||||||||||||||||||
| Available-for-sale | |||||||||||||||||||||||||||||||||||||||||||||||
| Bank time deposits | $ | 13.9 | $ | — | $ | — | $ | 13.9 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||
| Commercial paper | 236.5 | — | — | 236.5 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| U.S. government and agency securities | 238.1 | 0.1 | (1.1) | 237.1 | 72.7 | 0.1 | (2.8) | 70.0 | |||||||||||||||||||||||||||||||||||||||
| Asset-backed securities | 70.2 | — | (1.4) | 68.8 | 192.1 | — | (7.8) | 184.3 | |||||||||||||||||||||||||||||||||||||||
| Corporate debt securities | 465.0 | 0.1 | (2.8) | 462.3 | 658.5 | — | (16.7) | 641.8 | |||||||||||||||||||||||||||||||||||||||
| Municipal securities | 2.7 | — | — | 2.7 | 2.8 | — | (0.2) | 2.6 | |||||||||||||||||||||||||||||||||||||||
| $ | 1,026.4 | $ | 0.2 | $ | (5.3) | $ | 1,021.3 | $ | 926.1 | $ | 0.1 | $ | (27.5) | $ | 898.7 |
The cost and fair value of investments in debt securities, by contractual maturity, as of December 31, 2024 were as follows:
| Held-to-Maturity | Available-for-Sale | ||||||||||||||||||||||
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Due in 1 year or less | $ | 57.9 | $ | 57.9 | $ | 874.0 | $ | 872.8 | |||||||||||||||
| Due after 1 year through 5 years | — | — | 64.3 | 62.8 | |||||||||||||||||||
| Instruments not due at a single maturity date (a) | — | — | 88.1 | 85.7 | |||||||||||||||||||
| $ | 57.9 | $ | 57.9 | $ | 1,026.4 | $ | 1,021.3 |
(a) Consists of mortgage-backed and asset-backed securities.
Actual maturities may differ from the contractual maturities due to call or prepayment rights.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. INVESTMENTS (Continued)
The following tables present gross unrealized losses and fair values for those investments that were in an unrealized loss position as of December 31, 2024 and 2023, aggregated by investment category and the length of time that individual securities have been in a continuous loss position (in millions):
| December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Less than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | ||||||||||||||||||||||||||||||
| U.S. government and agency securities | $ | — | $ | — | $ | 19.9 | $ | (1.1) | $ | 19.9 | $ | (1.1) | |||||||||||||||||||||||
| Asset-backed securities | 8.4 | (0.1) | 53.3 | (1.3) | 61.7 | (1.4) | |||||||||||||||||||||||||||||
| Corporate debt securities | — | — | 141.0 | (2.8) | 141.0 | (2.8) | |||||||||||||||||||||||||||||
| $ | 8.4 | $ | (0.1) | $ | 214.2 | $ | (5.2) | $ | 222.6 | $ | (5.3) |
| December 31, 2023 | |||||||||||||||||||||||||||||||||||
| Less than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | ||||||||||||||||||||||||||||||
| U.S. government and agency securities | $ | — | $ | — | $ | 67.1 | $ | (2.8) | $ | 67.1 | $ | (2.8) | |||||||||||||||||||||||
| Asset-backed securities | 10.2 | (1.8) | 172.7 | (6.0) | 182.9 | (7.8) | |||||||||||||||||||||||||||||
| Corporate debt securities | 25.0 | (0.1) | 601.3 | (16.6) | 626.3 | (16.7) | |||||||||||||||||||||||||||||
| Municipal securities | — | — | 2.6 | (0.2) | 2.6 | (0.2) | |||||||||||||||||||||||||||||
| $ | 35.2 | $ | (1.9) | $ | 843.7 | $ | (25.6) | $ | 878.9 | $ | (27.5) |
The Company reviews its investments in debt securities to determine if there has been an other-than-temporary decline in fair value. Consideration is given to (1) the financial condition and near-term prospects of the issuer, including the credit quality of the security's issuer, (2) the Company's intent to sell the security, and (3) whether it is more likely than not the Company will have to sell the security before recovery of its amortized cost. The unrealized losses on the debt securities were largely due to changes in interest rates, not credit quality, and as of December 31, 2024, the Company did not intend to sell the securities, and it was not more likely than not that it will be required to sell the securities before recovery of the unrealized losses, and, therefore, the unrealized losses are considered temporary.
Investments in Unconsolidated Entities
The Company has a number of equity investments in unconsolidated entities. These investments are recorded in Long-term Investments on the consolidated balance sheets, and are as follows:
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| Equity method investments | |||||||||||
| Carrying value of equity method investments | $ | 34.8 | $ | 33.6 | |||||||
| Equity securities | |||||||||||
| Carrying value of marketable equity securities | 5.5 | — | |||||||||
| Carrying value of non-marketable equity securities | 119.1 | 87.6 | |||||||||
| Total investments in unconsolidated entities | $ | 159.4 | $ | 121.2 |
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. INVESTMENTS (Continued)
The Company makes equity investments in limited liability companies that invest in qualified community development entities through the New Markets Tax Credit ("NMTC") program. The NMTC program provides federal tax incentives to investors to make investments in distressed communities and promotes economic improvements through the development of successful businesses in these communities. The NMTC is equal to 39% of the qualified investment and is taken over seven years. These limited liability companies are VIEs. The Company determined that it is not the primary beneficiary of the VIEs because it does not have the power to direct the activities that most significantly impact the economic performance of the VIEs, and, therefore, the Company does not consolidate these entities. Instead, the NMTC investments are accounted for as equity method investments.
Marketable equity securities consist of investments with readily determinable fair values over which we do not own a
controlling interest or exercise significant influence. Non-marketable equity securities consist of investments in privately held companies without readily determinable fair values, and are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. During 2024, the Company recorded an upward adjustment of $0.5 million and a downward adjustment of $3.1 million due to observable price changes. During 2023, the Company did not record any upward or downward adjustments due to observable price changes or impairments. As of December 31, 2024, the Company had recorded cumulative upward adjustments of $9.3 million based on observable price changes, and cumulative downward adjustments of $6.2 million due to impairments and observable price changes.
During 2024, 2023, and 2022, the gross realized gains or losses from sales of available-for-sale investments were not material.
9. INVESTMENTS IN VARIABLE INTEREST ENTITIES
The Company reviews its investments in other entities to determine whether the Company is the primary beneficiary of a VIE. The Company would be the primary beneficiary of the VIE, and would be required to consolidate the VIE, if it has the power to direct the significant activities of the entity and the obligation to absorb losses or receive benefits from the entity that may be significant to the VIE. The Company's maximum loss exposure to VIEs, prior to the exercise of options to acquire the entities, is limited to its investment in the VIEs, which include equity investments, options to acquire, and promissory notes.
Consolidated VIEs
In February 2023, the Company acquired a majority equity interest in a medical technology company pursuant to a preferred stock purchase agreement, and amended and restated a previous option agreement to acquire the remaining equity interest. Edwards concluded that it is the primary beneficiary and consolidated the VIE. The total assets and liabilities of the Company's consolidated VIE was $252.3 million and $24.3 million, respectively, as of December 31, 2024, and were $272.1 million and $31.5 million, respectively, as of December 31, 2023. The assets of the VIE can only be used to settle obligations of the VIE and general creditors have no recourse to the Company.
Unconsolidated VIEs
Edwards has relationships with various VIEs that it does not consolidate as Edwards lacks the power to direct the activities that significantly impact the economic success of these entities.
In December 2024, the Company entered into an option agreement and an amended preferred stock purchase agreement with a medical technology company. The Company had previously made an investment in preferred stock of the medical technology company under the prior preferred stock purchase agreement dated in 2021. Under the option agreement, Edwards paid $30.0 million and agreed to pay up to an additional $10.0 million of milestone-based consideration for an option to acquire the medical technology company. As of December 31, 2024 and 2023, the Company had invested $20.0 million and $5.0 million, respectively, in the medical technology company's preferred equity securities (included in Long-term Investments). In addition, the Company agreed to loan the medical technology company up to $40.0 million upon the medical technology company's achievement of a certain clinical trial milestone.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. INVESTMENTS IN VARIABLE INTEREST ENTITIES (Continued)
In July 2024, the Company entered into an agreement and plan of merger to acquire JenaValve Technology, Inc. ("JenaValve"). Concurrently, the Company entered into a promissory note agreement to loan JenaValve up to $75.0 million should the merger not close within 90 days, amongst certain other conditions. As of December 31, 2024, the Company had advanced $15.0 million under the note agreement (included in Other Assets on the consolidated balance sheets), and had advanced an additional $10.0 million through February 2025.
In August 2022, the Company entered into an option agreement with a medical device company. Under the option agreement, Edwards paid $47.1 million for an option to acquire the medical device company. The $47.1 million option is included in Other Assets on the consolidated balance sheets.
In June 2022, the Company entered into a convertible promissory note and amended its existing warrant agreement with a medical device company. Under the convertible promissory note agreement, the Company agreed to loan the medical device company up to $47.5 million, all of which had been advanced as of December 31, 2024. In addition, in 2019, the Company paid $35.0 million for an option to acquire the medical device company. The $35.0 million option and the $47.5 million note receivable are included in Other Assets on the consolidated balance sheets.
In April 2021, the Company entered into a promissory note agreement, a preferred stock purchase agreement, and an option agreement with a privately-held medical device company (the "Investee"). The secured promissory note provides for borrowings up to $45.0 million. At both December 31, 2024 and December 31, 2023, the Company had advanced $45.0 million and $30.0 million, respectively, under the promissory note (included in Other Assets). As of December 31, 2024 and 2023, the Company had invested $42.8 million and $39.3 million, respectively, in the Investee's preferred equity securities (included in Long-term Investments), and had paid $20.9 million and $13.1 million, respectively, for an option to acquire the Investee (included in Other Assets). Pursuant to the agreement, the Company may be required to invest up to an additional $3.0 million in the Investee's preferred equity securities and up to an additional $6.6 million for the option to acquire the Investee.
In addition, Edwards has made equity investments through the NMTC program in limited liability companies that are considered VIEs. For further information, see Note 8.
10. BUSINESS COMBINATIONS
Innovalve Bio Medical Ltd.
On October 1, 2024, the Company acquired all the remaining outstanding shares of Innovalve Bio Medical Ltd.
("Innovalve"). Innovalve is a developer of a minimally-invasive, catheterization-based procedure, to perform replacement of the mitral valve. The acquisition was completed primarily to expand the Company's transcatheter mitral valve replacement technologies to address large unmet structural heart patient needs and support sustainable long-term growth.
Prior to the acquisition date, the Company had previously paid $30.0 million for an option to acquire Innovalve, which was historically recorded in Other Assets using the measurement alternative for fair value, and had an existing preferred stock investment in Innovalve of $3.5 million, which represented an ownership interest in Innovalve of approximately 4% (collectively, the "previously held equity interest in Innovalve"). In July 2024, the Company exercised its option to acquire the remaining equity interest in Innovalve, which was accounted for as a step acquisition at the time of closing in accordance with Accounting Standards Codification Topic 805, "Business Combinations." Accordingly, the Company allocated the purchase price of the acquired company to the net tangible assets and intangible assets acquired based upon their preliminary estimated fair values. The Company remeasured the previously held equity interest in Innovalve to its fair value based upon a valuation of the acquired business, as of the date of acquisition. The Company considered multiple factors in determining the fair value of the previously held equity interest in Innovalve, including, (i) the price negotiated with the selling shareholders for the remaining 96% interest in Innovalve and (ii) an income approach valuation model. As a result of the remeasurement of the previously held equity interest in Innovalve, the Company recognized a gain of $30.5 million in Other Non-operating Income, net in the fourth quarter of 2024.
The purchase consideration for the acquisition of Innovalve was $380.9 million, which consisted of cash consideration of $298.2 million (net of cash acquired of $21.1 million), the fair value of the Company's previously held equity interest in Innovalve of $64.6 million, the settlement of pre-existing relationships of $5.4 million, and the fair value of contingent
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. BUSINESS COMBINATIONS (Continued)
consideration of $12.7 million relating to the Company's agreement to pay up to an additional $25.0 million in a pre-specified milestone-driven payment that is dependent on the receipt of pre-market approval from the United States Food and Drug Administration for a class III medical device on or prior to the five-year anniversary of the acquisition date. The Company recognized a $12.7 million contingent consideration liability for the estimated fair value of the contingent milestone payment. The fair value of the contingent milestone payment will be remeasured each quarter, with changes in the fair value recognized within operating expenses on the consolidated statements of operations.
In connection with the acquisition of Innovalve, the Company placed $34.6 million of the cash consideration paid at closing into escrow to satisfy any claims for indemnification made in accordance with the merger agreement and for purchase price adjustments. Acquisition-related costs of $2.3 million were recorded in Selling, General, and Administrative Expenses during the year ended December 31, 2024.
The following table summarizes the fair value of consideration transferred and the fair values of the assets acquired and liabilities assumed (in millions):
| Cash consideration paid at closing | $ | 319.3 | |||||||||
| Settlement of pre-existing relationships | 5.4 | ||||||||||
| Fair value of previously held equity interest in Innovalve | 64.6 | ||||||||||
| Fair value of contingent consideration | 12.7 | ||||||||||
| Total purchase price | 402.0 | ||||||||||
| Less: cash acquired | (21.1) | ||||||||||
| Total purchase price, net of cash acquired | $ | 380.9 | |||||||||
| Current assets | $ | 26.5 | |||||||||
| Property and equipment, net | 1.2 | ||||||||||
| Goodwill | 205.4 | ||||||||||
| In-process research and development | 218.4 | ||||||||||
| Liabilities assumed | (8.2) | ||||||||||
| Deferred tax liabilities | (41.3) | ||||||||||
| Net assets acquired | 402.0 | ||||||||||
| Less: cash acquired | (21.1) | ||||||||||
| Total purchase price, net of cash acquired | $ | 380.9 |
The above purchase price allocation is preliminary and subject to revision for a one-year measurement period following the date of acquisition as additional information about the fair value of individual assets and liabilities becomes available. The preliminary measurement of intangible assets, goodwill, and deferred income taxes are subject to change. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocable to goodwill.
Goodwill includes Innovalve's assembled workforce and expected synergies the Company believes will result from the acquisition. Additionally, goodwill reflects the value attributed to future iterations of the in-process research and development ("IPR&D"), potential future technologies, and future customer relationships. Goodwill was assigned to the Company’s Rest of World segment and is not deductible for tax purposes. IPR&D has been capitalized at fair value as an intangible asset with an indefinite life and will be assessed for impairment in subsequent periods. The fair value of the IPR&D was determined using the income approach. This approach determines fair value based on cash flow projections which are discounted to present value using a risk-adjusted rate of return. The discount rate used to determine the fair value of the IPR&D was 10.5%, which was developed considering the technical and feasibility risk present in Innovalve's forecast. Completion of successful design developments, bench testing, pre-clinical studies and human clinical studies are required prior to selling any product. The risks and uncertainties associated with completing development within a reasonable period of time include those related to the design, development, and manufacturability of the product, the success of pre-clinical and clinical studies, and the timing of regulatory approvals. The valuation assumed $74.3 million of additional research and development expenditures would be
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. BUSINESS COMBINATIONS (Continued)
incurred prior to the date of product introduction. In the valuation, net cash inflows were modeled to commence in the United States in 2028, Europe in 2029, and Japan in 2030. Upon completion of development, the underlying research and development asset will be amortized over its estimated useful life.
The results of operations for Innovalve have been included in the accompanying consolidated financial statements from the date of acquisition. Pro forma results have not been presented as the results of Innovalve are not material in relation to the consolidated financial statements of Edwards Lifesciences.
Endotronix, Inc.
On August 19, 2024, the Company acquired all the remaining outstanding shares of Endotronix, Inc. ("Endotronix"). Endotronix is a developer of an implantable sensor for management of heart failure patients. The acquisition was completed primarily to expand the Company's structural heart portfolio into a new therapeutic area to address the large unmet needs of patients suffering from heart failure.
Prior to the acquisition date, the Company had previously paid $60.0 million for an option to acquire Endotronix, which was historically recorded in Other Assets using the measurement alternative for fair value, and had an existing preferred stock investment in Endotronix of $10.0 million, which represented an ownership interest in Endotronix of approximately 7% (collectively, the "previously held equity interest in Endotronix"). In July 2024, the Company exercised its option to acquire the remaining equity interest in Endotronix which was accounted for as a step acquisition in accordance with Accounting Standards Codification Topic 805, "Business Combinations." Accordingly, the Company allocated the purchase price of the acquired company to the net tangible assets and intangible assets acquired based upon their preliminary estimated fair values. The Company remeasured the previously held equity interest in Endotronix to its fair value, as of the date of acquisition. The Company considered multiple factors in determining the fair value of the previously held equity interest in Endotronix, including, (i) the price negotiated with the selling shareholders for the remaining 93% interest in Endotronix and (ii) an income approach valuation model. As a result of the remeasurement of the previously held equity interest in Endotronix, the Company recognized a gain of $24.6 million in Other income, net in the third quarter of 2024.
The purchase consideration for the acquisition of Endotronix was $798.8 million, which consisted of cash consideration of $649.1 million (net of cash acquired of $1.2 million), the fair value of the Company's previously held equity interest in Endotronix of $94.6 million, and the settlement of pre-existing relationships of $53.1 million. In addition, the Company agreed to pay an additional $2.0 million in a pre-specified milestone-driven payment that is dependent on the receipt of CE Mark approval for the CorPASS before June 30, 2025. The Company recognized a $2.0 million contingent consideration liability for the estimated fair value of the contingent milestone payment. The fair value of the contingent milestone payment will be remeasured each quarter, with changes in the fair value recognized within operating expenses on the consolidated statements of operations.
In connection with the acquisition of Endotronix, the Company placed $35.0 million of the cash consideration paid at closing into escrow to satisfy any claims for indemnification made in accordance with the merger agreement and for purchase price adjustments. Acquisition-related costs of $6.0 million were recorded in Selling, General, and Administrative Expenses during the year ended December 31, 2024.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. BUSINESS COMBINATIONS (Continued)
The following table summarizes the fair value of consideration transferred and the fair values of the assets acquired and liabilities assumed (in millions):
| Cash consideration paid at closing | $ | 650.3 | |||||||||
| Settlement of pre-existing relationships | 53.1 | ||||||||||
| Fair value of previously held equity interest in Endotronix | 94.6 | ||||||||||
| Fair value of contingent consideration | 2.0 | ||||||||||
| Total purchase price | 800.0 | ||||||||||
| Less: cash acquired | (1.2) | ||||||||||
| Total purchase price, net of cash acquired | $ | 798.8 | |||||||||
| Current assets | $ | 7.7 | |||||||||
| Property and equipment, net | 12.6 | ||||||||||
| Goodwill | 382.8 | ||||||||||
| In-process research and development | 68.9 | ||||||||||
| Developed technology | 388.9 | ||||||||||
| Operating lease right-of-use assets | 9.9 | ||||||||||
| Other assets | 0.7 | ||||||||||
| Liabilities assumed | (26.3) | ||||||||||
| Deferred tax liabilities | (45.2) | ||||||||||
| Net assets acquired | 800.0 | ||||||||||
| Less: cash acquired | (1.2) | ||||||||||
| Total purchase price, net of cash acquired | $ | 798.8 |
The above purchase price allocation is preliminary and subject to revision for a one-year measurement period following the date of acquisition as additional information about the fair value of individual assets and liabilities becomes available. The preliminary measurement of intangible assets, goodwill, and deferred income taxes are subject to change. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocable to goodwill.
Goodwill includes Endotronix's assembled workforce and expected synergies the Company believes will result from the acquisition. Goodwill was assigned to the Company’s United States segment and is not deductible for tax purposes. The fair value of the developed technology was determined using the income approach. This approach determines fair value based on cash flow projections which are discounted to present value using a risk-adjusted rate of return. The discount rate used to determine the fair value of the developed technology was 15.5%. The fair value of the IPR&D was also determined using the income approach. IPR&D has been capitalized at fair value as an intangible asset with an indefinite life and will be assessed for impairment in subsequent periods. The discount rate used to determine the fair value of the IPR&D was 18.0%. Completion of successful design developments, bench testing, pre-clinical studies and human clinical studies are required prior to selling any product. The risks and uncertainties associated with completing development within a reasonable period of time include those related to the design, development, and manufacturability of the product, the success of pre-clinical and clinical studies, and the timing of regulatory approvals. The valuation assumed $47.1 million of additional research and development expenditures would be incurred prior to the date of product introduction. In the valuation, net cash inflows were modeled to commence in the United States in 2027 and in Japan and Europe in 2028. Upon completion of development, the underlying research and development asset will be amortized over its estimated useful life.
The results of operations for Endotronix have been included in the accompanying consolidated financial statements from the date of acquisition. Pro forma results have not been presented as the results of Endotronix are not material in relation to the consolidated financial statements of Edwards Lifesciences.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. BUSINESS COMBINATIONS (Continued)
JC Medical, Inc.
On July 22, 2024, the Company acquired all the outstanding shares of JC Medical, Inc. ("JC Medical") for purchase consideration of $116.3 million, net of cash acquired. In addition, the Company agreed to pay up to an additional $200.0 million in pre-specified milestone-driven payments over the next 12 years. The Company recognized a $1.8 million contingent consideration liability for the estimated fair value of the contingent milestone payments. The fair value of the contingent milestone payments will be remeasured each quarter, with changes in the fair value recognized within operating expenses on the consolidated statements of operations.
The Company placed $12.0 million of the cash consideration paid at closing into escrow to satisfy any claims for indemnification made in accordance with the merger agreement. Any funds remaining 15 months after the acquisition date will be disbursed to JC Medical's former shareholders. Acquisition-related costs of $1.6 million were recorded in Selling, General, and Administrative Expenses during the twelve months ended December 31, 2024.
JC Medical is a structural heart company that is primarily engaged in the design and development of transcatheter valve replacement products for the minimally invasive treatment of structural heart disease. The acquisition was completed primarily to expand the Company's TAVR technologies to enable the treatment of patients with aortic regurgitation. The acquisition was accounted for as a business combination. Tangible and intangible assets acquired were recorded based on their estimated fair values at the acquisition date. The excess of the purchase price over the fair value of net assets acquired was recorded to goodwill.
The following table summarizes the fair value of consideration transferred and the fair values of the assets acquired and liabilities assumed (in millions):
| Cash consideration paid at closing | $ | 114.8 | |||||||||
| Fair value of contingent consideration | 1.8 | ||||||||||
| Total purchase price | 116.6 | ||||||||||
| Less: cash acquired | (0.3) | ||||||||||
| Total purchase price, net of cash acquired | $ | 116.3 | |||||||||
| Current assets | $ | 0.3 | |||||||||
| Property and equipment, net | 0.3 | ||||||||||
| Goodwill | 46.4 | ||||||||||
| In-process research and development | 86.6 | ||||||||||
| Current liabilities assumed | (1.0) | ||||||||||
| Deferred tax liabilities | (16.0) | ||||||||||
| Net assets acquired | 116.6 | ||||||||||
| Less: cash acquired | (0.3) | ||||||||||
| Total purchase price, net of cash acquired | $ | 116.3 |
The above purchase price allocation is preliminary and subject to revision for a one-year measurement period following the date of acquisition as additional information about the fair value of individual assets and liabilities becomes available. The preliminary measurement of intangible assets, goodwill, and deferred income taxes are subject to change. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocable to goodwill.
Goodwill includes JC Medical's assembled workforce and expected synergies the Company believes will result from the acquisition. Goodwill was assigned to the Company’s United States segment and is not deductible for tax purposes. IPR&D has been capitalized at fair value as an intangible asset with an indefinite life and will be assessed for impairment in subsequent periods. The fair value of the IPR&D was determined using the income approach. This approach determines fair value based on cash flow projections which are discounted to present value using a risk-adjusted rate of return. The discount rate used to determine the fair value of the IPR&D was 15.0%. Completion of successful design developments, bench testing, pre-clinical
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. BUSINESS COMBINATIONS (Continued)
studies and human clinical studies are required prior to selling any product. The risks and uncertainties associated with completing development within a reasonable period of time include those related to the design, development, and manufacturability of the product, the success of pre-clinical and clinical studies, and the timing of regulatory approvals. The valuation assumed $55.8 million of additional research and development expenditures would be incurred prior to the date of product introduction. In the valuation, net cash inflows were modeled to commence in the United States in 2028 and Europe in 2029. Upon completion of development, the underlying research and development asset will be amortized over its estimated useful life.
The results of operations for JC Medical have been included in the accompanying consolidated financial statements from the date of acquisition. Pro forma results have not been presented as the results of JC Medical are not material in relation to the consolidated financial statements of Edwards Lifesciences.
Other Acquisition
On February 28, 2023, the Company acquired 61% of the then outstanding shares of a medical technology company in an all-cash transaction. The Company determined it was the primary beneficiary of this VIE, and the VIE has been consolidated in the Company's consolidated financial statements. In addition, the Company amended and restated its previous option agreement with the medical technology company. The option agreement gives Edwards the option to acquire the remaining equity interest in the medical technology company.
The medical technology company is dedicated to developing technologies for detecting and managing patients with cardiovascular disease. The transaction was accounted for as a business combination. Tangible and intangible assets and liabilities acquired were recorded based on their estimated fair values at the acquisition date. The excess of the purchase price over the fair value of net assets acquired was recorded to goodwill. The following table summarizes the fair values of the assets acquired and liabilities assumed (in millions):
| Assets | $ | 8.1 | |||||||||
| Goodwill (b) | 133.2 | ||||||||||
| In-process research and development | 136.6 | ||||||||||
| Liabilities assumed | (1.7) | ||||||||||
| Deferred tax liabilities | (28.0) | ||||||||||
| Fair value of net assets acquired | 248.2 | ||||||||||
| Less: Noncontrolling interest (a) | (72.4) | ||||||||||
| Total purchase price | 175.8 | ||||||||||
| Less: cash acquired | (6.8) | ||||||||||
| Total purchase price, net of cash acquired (b) | $ | 169.0 |
(a) Includes the fair value of the noncontrolling interest of $94.4 million, offset by the purchase consideration allocated to the option of $22.0 million, which was ascribed to the noncontrolling interest.
(b) Includes $22.5 million paid in a previous year under option agreements, $5.3 million for the settlement of a pre-existing note, and $46.0 million of cash paid directly to the acquired company which was included in Edwards' consolidated cash balance and offset against goodwill post acquisition.
Goodwill includes expected synergies and other benefits the Company believes will result from the acquisition. Goodwill was assigned to the Company’s Rest of World segment and is not deductible for tax purposes.
Pro forma results have not been presented as the results of the medical technology company are not material in relation to the consolidated financial statements of Edwards Lifesciences.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. BUSINESS COMBINATIONS (Continued)
The valuation for the medical technology company assumed $68.6 million of additional research and development expenditures would be incurred prior to the date of product introduction and net cash inflows were modeled to commence in the United States and Europe in 2028 and in Japan in 2029. The Company does not currently anticipate significant changes to forecasted research and development expenditures or in the timing of net cash inflows. Upon completion of development, the underlying in-process research and development asset will be amortized over its estimated useful life. Upon completion of development, the underlying research and development asset will be amortized over its estimated useful life.
11. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and in-process research and development assets resulting from purchase business combinations are not subject to amortization. Other acquired intangible assets with finite lives are amortized over their expected useful lives on a straight-line basis, or if reliably determinable, based on the pattern in which the economic benefit of the asset is expected to be used. The Company expenses costs incurred to renew or extend the term of acquired intangible assets.
The changes in the carrying amount of goodwill, by segment, during the years ended December 31, 2024 and 2023 were as follows:
| United States | Europe | Rest of World | Total | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Goodwill at December 31, 2022 | $ | 710.7 | $ | 56.3 | $ | 297.8 | $ | 1,064.8 | |||||||||||||||
| Goodwill acquired during the year | — | — | 78.4 | 78.4 | |||||||||||||||||||
| Currency translation adjustment | — | 1.9 | — | 1.9 | |||||||||||||||||||
| Goodwill at December 31, 2023 | 710.7 | 58.2 | 376.2 | 1,145.1 | |||||||||||||||||||
| Goodwill acquired during the year (Note 10) | 429.2 | — | 205.4 | 634.6 | |||||||||||||||||||
| Currency translation adjustment | — | (3.0) | — | (3.0) | |||||||||||||||||||
| Goodwill at December 31, 2024 | $ | 1,139.9 | $ | 55.2 | $ | 581.6 | $ | 1,776.7 |
Other intangible assets consist of the following (in millions):
| December 31, | |||||||||||||||||||||||||||||||||||||||||
| Weighted-Average Useful Life (in years) | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||
| Cost | Accumulated Amortization | Net Carrying Value | Cost | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||||||||||||||||||||
| Finite-lived intangible assets | |||||||||||||||||||||||||||||||||||||||||
| Patents | 10.0 | $ | 138.8 | $ | (90.5) | $ | 48.3 | $ | 119.0 | $ | (87.3) | $ | 31.7 | ||||||||||||||||||||||||||||
| Developed technology | 12.2 | 665.2 | (47.4) | 617.8 | 155.8 | (45.7) | 110.1 | ||||||||||||||||||||||||||||||||||
| Other | 0.0 | 3.4 | (3.4) | — | 3.5 | (3.5) | — | ||||||||||||||||||||||||||||||||||
| 12.1 | 807.4 | (141.3) | 666.1 | 278.3 | (136.5) | 141.8 | |||||||||||||||||||||||||||||||||||
| Indefinite-lived intangible assets | |||||||||||||||||||||||||||||||||||||||||
| In-process research and development | 510.5 | — | 510.5 | 257.6 | — | 257.6 | |||||||||||||||||||||||||||||||||||
| $ | 1,317.9 | $ | (141.3) | $ | 1,176.6 | $ | 535.9 | $ | (136.5) | $ | 399.4 |
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)
Amortization expense related to other intangible assets for the years ended December 31, 2024, 2023, and 2022 was $5.6 million, $2.2 million, and $2.3 million, respectively. Estimated amortization expense for each of the years ending December 31 is as follows (in millions):
| 2025 | $ | 9.8 | |||
| 2026 | 19.1 | ||||
| 2027 | 33.0 | ||||
| 2028 | 56.8 | ||||
| 2029 | 81.3 |
12. DEBT AND CREDIT FACILITIES
In June 2018, the Company issued $600.0 million of fixed-rate unsecured senior notes (the "Notes") due June 15, 2028. Interest is payable semi-annually in arrears, with payments due in June and December of each year. The Company may redeem the Notes, in whole or in part, at any time and from time to time at specified redemption prices. In addition, upon the occurrence of certain change of control triggering events, the Company may be required to repurchase all or a portion of the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest. The Notes also include covenants that limit the Company's ability to incur secured indebtedness, enter into sale and leaseback transactions, and consolidate, merge, or transfer all or substantially all of its assets.
The following is a summary of the Notes as of December 31, 2024 and 2023:
| December 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Amount | Effective Interest Rate | Amount | Effective Interest Rate | ||||||||||||||||||||
| (in millions) | (in millions) | ||||||||||||||||||||||
| Fixed-rate 4.3% Notes | $ | 600.0 | 4.329 | % | $ | 600.0 | 4.329 | % | |||||||||||||||
| Unamortized discount | (0.5) | (0.7) | |||||||||||||||||||||
| Unamortized debt issuance costs | (1.8) | (2.3) | |||||||||||||||||||||
| Total carrying amount | $ | 597.7 | $ | 597.0 |
As of December 31, 2024 and 2023, the fair value of the Notes was $587.5 million and $591.6 million, respectively, based on observable market prices in less active markets and categorized as Level 2. For further information, see Note 13). The debt issuance costs, as well as the discount, are being amortized to interest expense over the term of the Notes.
The Company has a Five-Year Credit Agreement ("the Credit Agreement") that provides for a $750.0 million multi-currency unsecured revolving credit facility and matures on July 15, 2027. Subject to certain terms and conditions and the agreement of the lenders, the Company may increase the amount available under the Credit Agreement by up to an additional $250.0 million in the aggregate and extend the maturity date for an additional year. Borrowings under the Credit Agreement bear interest at a variable rate based on the Secured Overnight Financing Rate ("SOFR"), plus a spread ranging from 0.785% to 1.3%, depending on the leverage ratio or credit rating, as defined in the Credit Agreement, plus a 0.1% credit spread adjustment. The Company will also pay a facility fee ranging from 0.09% to 0.20%, depending on the Company's leverage ratio or credit rating, on the entire credit commitment available, whether or not drawn. The facility fee is expensed as incurred. During 2024, under the Credit Agreement, the spread over SOFR was 0.9% and the facility fee was 0.1%. Issuance costs of $2.1 million are being amortized to interest expense over the term of the Credit Agreement. As of December 31, 2024 and 2023, there were no borrowings outstanding. Amounts outstanding under the Credit Agreement, if any from time to time, are classified as long-term obligations in accordance with the terms of the Credit Agreement. The Credit Agreement is unsecured and contains various financial and other covenants, including a maximum leverage ratio, as defined in the Credit Agreement. The Company was in compliance with all covenants under the Credit Agreement at December 31, 2024.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. DEBT AND CREDIT FACILITIES (Continued)
The weighted-average interest rate under all debt obligations, including the impact of the cross currency swap contract (see Note 14), was 3.4% at both December 31, 2024 and 2023.
13. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Company prioritizes the inputs used to determine fair values in one of the following three categories:
Level 1—Quoted market prices in active markets for identical assets or liabilities.
Level 2—Inputs, other than quoted prices in active markets, that are observable, either directly or indirectly.
Level 3—Unobservable inputs that are not corroborated by market data.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The consolidated financial statements include financial instruments for which the fair market value of such instruments may differ from amounts reflected on a historical cost basis. Financial instruments of the Company consist of cash deposits, accounts and other receivables, investments, accounts payable, certain accrued liabilities, and borrowings under a revolving credit agreement. The carrying value of these financial instruments generally approximates fair value due to their short-term nature. Financial instruments also include Notes payable. See Note 12 for further information on the fair value of the Notes payable.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. FAIR VALUE MEASUREMENTS (Continued)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table summarizes the Company's financial instruments which are measured at fair value on a recurring basis as of December 31, 2024 and 2023 (in millions):
| December 31, 2024 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents | $ | 1,394.4 | $ | 985.5 | $ | — | $ | 2,379.9 | |||||||||||||||
| Available-for-sale investments: | |||||||||||||||||||||||
| Bank time deposits | — | 13.9 | — | 13.9 | |||||||||||||||||||
| Corporate debt securities | — | 462.3 | — | 462.3 | |||||||||||||||||||
| Asset-backed securities | — | 68.8 | — | 68.8 | |||||||||||||||||||
| United States government and agency securities | — | 237.1 | — | 237.1 | |||||||||||||||||||
| Commercial paper | — | 236.5 | — | 236.5 | |||||||||||||||||||
| Municipal securities | — | 2.7 | — | 2.7 | |||||||||||||||||||
| Equity investments in unconsolidated entities | 5.5 | — | — | 5.5 | |||||||||||||||||||
| Investments held for deferred compensation plans | 146.6 | — | — | 146.6 | |||||||||||||||||||
| Derivatives | — | 82.1 | — | 82.1 | |||||||||||||||||||
| $ | 1,546.5 | $ | 2,088.9 | $ | — | $ | 3,635.4 | ||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivatives | $ | — | $ | 8.2 | $ | — | $ | 8.2 | |||||||||||||||
| Contingent consideration liabilities | — | — | 16.5 | 16.5 | |||||||||||||||||||
| Other | — | — | 5.0 | 5.0 | |||||||||||||||||||
| $ | — | $ | 8.2 | $ | 21.5 | $ | 29.7 | ||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents | $ | 579.2 | $ | — | $ | — | $ | 579.2 | |||||||||||||||
| Available-for-sale investments: | |||||||||||||||||||||||
| Corporate debt securities | — | 641.8 | — | 641.8 | |||||||||||||||||||
| Asset-backed securities | — | 184.3 | — | 184.3 | |||||||||||||||||||
| United States government and agency securities | — | 70.0 | — | 70.0 | |||||||||||||||||||
| Municipal securities | — | 2.6 | — | 2.6 | |||||||||||||||||||
| Investments held for deferred compensation plans | 125.8 | — | — | 125.8 | |||||||||||||||||||
| Derivatives | — | 39.5 | — | 39.5 | |||||||||||||||||||
| $ | 705.0 | $ | 938.2 | $ | — | $ | 1,643.2 | ||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivatives | $ | — | $ | 15.2 | $ | — | $ | 15.2 | |||||||||||||||
| Other | — | — | 10.3 | 10.3 | |||||||||||||||||||
| $ | — | $ | 15.2 | $ | 10.3 | $ | 25.5 |
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. FAIR VALUE MEASUREMENTS (Continued)
Cash Equivalents and Available-for-sale Investments
Cash equivalents included money market funds for the periods presented above. The Company estimates the fair values of its money market funds based on quoted prices in active markets for identical assets. The Company estimates the fair values of its corporate debt securities, asset-backed securities, commercial paper, United States and foreign government and agency securities, and municipal securities by taking into consideration valuations obtained from third-party pricing services. The pricing services use industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades and broker-dealer quotes on the same or similar securities, benchmark yields, credit spreads, prepayment and default projections based on historical data, and other observable inputs. The Company independently reviews and validates the pricing received from the third-party pricing service by comparing the prices to prices reported by a secondary pricing source. The Company’s validation procedures have not resulted in an adjustment to the pricing received from the pricing service.
Deferred Compensation Plans
The Company holds investments related to its deferred compensation plans. The fair values of these investments are in a variety of stock, bond, and money market mutual funds. The fair values of these investments are based on quoted market prices.
Derivative Instruments
The Company uses derivative financial instruments in the form of foreign currency forward exchange contracts and cross currency swap contracts to manage foreign currency exposures. All derivative instruments are recognized on the balance sheet at their fair value. Fair value was measured using quoted foreign exchange rates, interest rates, yield curves, and cross currency swap basis rates. The estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
Contingent Consideration Liabilities
Certain of the Company's acquisitions involve contingent consideration arrangements. Payment of additional consideration is contingent upon the acquired company reaching certain performance milestones, such as attaining specified sales levels or obtaining regulatory approvals. These contingent consideration liabilities are measured at estimated fair value using either a probability weighted discounted cash flow analysis or a Monte Carlo simulation model, both of which consider significant unobservable inputs. These inputs include (1) the discount rate used to calculate the present value of the projected cash flows (ranging from 0.0% to 11.8%; with a weighted average of 4.7%), (2) the probability of milestone achievement (ranging from 60% to 100%; with a weighted average of 64.8%), (3) the projected payment dates (ranging from 2025 to 2032; with a weighted average of 2028), and (4) the volatility of future revenue (27%). The weighted average of each of the above inputs was determined based on the relative fair value of each obligation. The use of different assumptions could have a material effect on the estimated fair value amounts.
The following table summarizes the changes in fair value of Level 3 financial instruments measured at fair value on a recurring basis for the years ended December 31, 2024 and 2023 (in millions):
| Contingent Consideration | Other | Total | |||||||||||||||
| Fair value, December 31, 2022 | $ | 26.2 | $ | 14.0 | $ | 40.2 | |||||||||||
| Changes in fair value | (26.2) | (3.7) | (29.9) | ||||||||||||||
| Fair value, December 31, 2023 | $ | — | $ | 10.3 | $ | 10.3 | |||||||||||
| Additions | 16.5 | — | 16.5 | ||||||||||||||
| Changes in fair value | — | (5.3) | (5.3) | ||||||||||||||
| Fair value, December 31, 2024 | $ | 16.5 | $ | 5.0 | $ | 21.5 |
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company uses derivative financial instruments to manage its currency exchange rate risk and its interest rate risk as summarized below. Notional amounts are stated in United States dollar equivalents at spot exchange rates at the respective dates. The Company does not enter into these arrangements for trading or speculation purposes.
| Notional Amount | |||||||||||
| As of December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| Foreign currency forward exchange contracts | $ | 1,926.9 | $ | 1,460.3 | |||||||
| Cross currency swap contracts | 300.0 | 300.0 | |||||||||
The following table presents the location and fair value amounts of derivative instruments reported in the consolidated balance sheets (in millions):
| Fair Value | |||||||||||||||||
| As of December 31, | |||||||||||||||||
| Balance Sheet Location | 2024 | 2023 | |||||||||||||||
| Derivatives designated as hedging instruments | |||||||||||||||||
| Assets | |||||||||||||||||
| Foreign currency contracts | Other current assets | $ | 47.4 | $ | 16.1 | ||||||||||||
| Cross currency swap contracts | Other assets | $ | 34.7 | $ | 23.4 | ||||||||||||
| Liabilities | |||||||||||||||||
| Foreign currency contracts | Accrued and other liabilities | $ | 6.4 | $ | 15.2 | ||||||||||||
| Derivatives not designated as hedging instruments | |||||||||||||||||
| Liabilities | |||||||||||||||||
| Foreign currency contracts | Accrued and other liabilities | $ | 1.8 | $ | — |
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Continued)
The following table presents the effect of master-netting agreements and rights of offset on the consolidated balance sheets (in millions):
| Gross Amounts Not Offset in the Consolidated Balance Sheet | |||||||||||||||||||||||||||||||||||
| Gross Amounts Offset in the Consolidated Balance Sheet | Net Amounts Presented in the Consolidated Balance Sheet | ||||||||||||||||||||||||||||||||||
| December 31, 2024 | Gross Amounts | Financial Instruments | Cash Collateral Received | Net Amount | |||||||||||||||||||||||||||||||
| Derivative Assets | |||||||||||||||||||||||||||||||||||
| Foreign currency contracts | $ | 47.4 | $ | — | $ | 47.4 | $ | (5.4) | $ | — | $ | 42.0 | |||||||||||||||||||||||
| Cross currency swap contracts | $ | 34.7 | $ | — | $ | 34.7 | $ | — | $ | — | $ | 34.7 | |||||||||||||||||||||||
| Derivative Liabilities | |||||||||||||||||||||||||||||||||||
| Foreign currency contracts | $ | 8.2 | $ | — | $ | 8.2 | $ | (5.4) | $ | — | $ | 2.8 | |||||||||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||||||||||||||
| Derivative Assets | |||||||||||||||||||||||||||||||||||
| Foreign currency contracts | $ | 16.1 | $ | — | $ | 16.1 | $ | (9.4) | $ | — | $ | 6.7 | |||||||||||||||||||||||
| Cross currency swap contracts | $ | 23.4 | $ | — | $ | 23.4 | $ | — | $ | — | $ | 23.4 | |||||||||||||||||||||||
| Derivative Liabilities | |||||||||||||||||||||||||||||||||||
| Foreign currency contracts | $ | 15.2 | $ | — | $ | 15.2 | $ | (9.4) | $ | — | $ | 5.8 |
The following table presents the effect of derivative and non-derivative hedging instruments on the consolidated statements of operations and consolidated statements of comprehensive income:
| Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative (Effective Portion) | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Cash flow hedges | ||||||||||||||
| Foreign currency contracts | $ | 83.8 | $ | 29.2 | ||||||||||
| Net investment hedges | ||||||||||||||
| Cross-currency swap contracts | $ | 11.3 | $ | (17.3) |
The cross currency swap contracts have an expiration date of June 15, 2028. At maturity of the cross currency swap contracts, the Company will deliver the notional amount of €257.2 million and will receive $300.0 million from the counterparties. The Company receives semi-annual interest payments from the counterparties based on a fixed interest rate until maturity of the agreements.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Continued)
The following tables present the effect of fair value and cash flow hedge accounting on the consolidated statements of operations:
| Location and Amount of Gain or (Loss) Recognized in Income on Fair Value and Cash Flow Hedging Relationships | |||||||||||||||||||||||
| Year Ended December 31, 2024 | |||||||||||||||||||||||
| Cost of sales | Interest income, net | Other non-operating income, net | |||||||||||||||||||||
| Total amounts presented in the consolidated statements of operations | $ | (1,117.5) | $ | (19.8) | $ | 68.9 | |||||||||||||||||
| The effects of fair value hedges: | |||||||||||||||||||||||
| Foreign currency contracts: | |||||||||||||||||||||||
| Hedged items | — | — | (4.0) | ||||||||||||||||||||
| Derivatives designated as hedging instruments | — | — | 4.0 | ||||||||||||||||||||
| Amount excluded from effectiveness testing (amortized) | — | — | 0.8 | ||||||||||||||||||||
| The effects of cash flow hedges: | |||||||||||||||||||||||
| Foreign currency contracts: | |||||||||||||||||||||||
| Amount of gain (loss) reclassified from accumulated other comprehensive loss into income | 35.8 | — | — | ||||||||||||||||||||
| The effects of net investment hedges: | |||||||||||||||||||||||
| Cross currency swap contracts | |||||||||||||||||||||||
| Amount excluded from effectiveness testing | — | 7.0 | — | ||||||||||||||||||||
| The effects of non-designated hedges: | |||||||||||||||||||||||
| Foreign currency contracts: | — | — | 22.4 |
| Location and Amount of Gain or (Loss) Recognized in Income on Fair Value and Cash Flow Hedging Relationships | |||||||||||||||||||||||
| Year Ended December 31, 2023 | |||||||||||||||||||||||
| Cost of sales | Interest income, net | Other non-operating income, net | |||||||||||||||||||||
| Total amounts presented in the consolidated statements of operations | $ | (978.4) | $ | (17.6) | $ | 13.9 | |||||||||||||||||
| The effects of fair value hedges: | |||||||||||||||||||||||
| Foreign currency contracts: | |||||||||||||||||||||||
| Hedged items | — | — | (9.2) | ||||||||||||||||||||
| Derivatives designated as hedging instruments | — | — | 9.2 | ||||||||||||||||||||
| Amount excluded from effectiveness testing (amortized) | — | — | 4.7 | ||||||||||||||||||||
| The effects of cash flow hedges: | |||||||||||||||||||||||
| Foreign currency contracts: | |||||||||||||||||||||||
| Amount of gain (loss) reclassified from accumulated other comprehensive loss into income | 58.9 | — | — | ||||||||||||||||||||
| The effects of net investment hedges: | |||||||||||||||||||||||
| Cross currency swap contracts | |||||||||||||||||||||||
| Amount excluded from effectiveness testing | — | 6.9 | — | ||||||||||||||||||||
| The effects of non-designated hedges: | |||||||||||||||||||||||
| Foreign currency contracts: | — | — | 7.4 |
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Continued)
The Company expects that during 2025 it will reclassify to earnings a $10.7 million gain currently recorded in Accumulated Other Comprehensive Loss. For the years ended December 31, 2024, 2023, and 2022, the Company did not record any gains or losses due to hedge ineffectiveness.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. EMPLOYEE BENEFIT PLANS
Defined Benefit Plans
The Company maintains defined benefit pension plans in Japan and certain European countries.
| Years Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| Change in projected benefit obligation: | |||||||||||
| Beginning of year | $ | 111.7 | $ | 94.1 | |||||||
| Service cost | 5.0 | 4.3 | |||||||||
| Interest cost | 1.9 | 2.3 | |||||||||
| Participant contributions | 2.0 | 1.9 | |||||||||
| Actuarial loss | 3.6 | 9.9 | |||||||||
| Benefits paid | (1.5) | (3.8) | |||||||||
| Plan amendment | (0.5) | (0.4) | |||||||||
| Divestiture (Note 5) | (4.4) | — | |||||||||
| Settlements and curtailment gain (Note 5) | (5.4) | — | |||||||||
| Currency exchange rate changes and other | (5.7) | 3.4 | |||||||||
| End of year | $ | 106.7 | $ | 111.7 | |||||||
| Change in fair value of plan assets: | |||||||||||
| Beginning of year | $ | 75.5 | $ | 70.6 | |||||||
| Actual return on plan assets | 6.3 | 0.8 | |||||||||
| Employer contributions | 6.4 | 3.5 | |||||||||
| Participant contributions | 2.0 | 1.9 | |||||||||
| Divestiture (Note 5) | (4.4) | — | |||||||||
| Settlements | (5.9) | — | |||||||||
| Benefits paid | (1.5) | (3.8) | |||||||||
| Currency exchange rate changes and other | (3.8) | 2.5 | |||||||||
| End of year | $ | 74.6 | $ | 75.5 | |||||||
| Funded Status | |||||||||||
| Projected benefit obligation | $ | (106.7) | $ | (111.7) | |||||||
| Plan assets at fair value | 74.6 | 75.5 | |||||||||
| Underfunded status | $ | (32.1) | $ | (36.2) | |||||||
| Net amounts recognized on the consolidated balance sheet: | |||||||||||
| Other liabilities | $ | 32.1 | $ | 36.2 | |||||||
| Accumulated other comprehensive loss, net of tax: | |||||||||||
| Net actuarial loss | $ | (9.1) | $ | (10.3) | |||||||
| Net prior service credit | 4.4 | 5.2 | |||||||||
| Deferred income tax benefit | 0.6 | 0.9 | |||||||||
| Total | $ | (4.1) | $ | (4.2) |
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. EMPLOYEE BENEFIT PLANS (Continued)
The accumulated benefit obligation for all defined benefit pension plans was $102.1 million and $106.8 million as of December 31, 2024 and 2023, respectively. Pension plans with accumulated benefit obligations in excess of plan assets and plans with projected benefit obligations in excess of plan assets were as follows:
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in millions) | |||||||||||
| Plans with accumulated benefit obligation in excess of plan assets | |||||||||||
| Accumulated benefit obligation | $ | 89.1 | $ | 106.8 | |||||||
| Fair value of plan assets | 61.6 | 75.5 | |||||||||
| Plans with projected benefit obligation in excess of plan assets | |||||||||||
| Projected benefit obligation | $ | 106.7 | $ | 111.7 | |||||||
| Fair value of plan assets | 74.6 | 75.5 |
The components of net periodic pension benefit cost are as follows (in millions):
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Service cost, net | $ | 5.0 | $ | 4.3 | $ | 5.5 | |||||||||||
| Interest cost | 1.9 | 2.3 | 0.5 | ||||||||||||||
| Expected return on plan assets | (3.1) | (2.7) | (1.5) | ||||||||||||||
| Settlements and curtailment gain | 1.2 | — | 0.1 | ||||||||||||||
| Amortization of actuarial loss | 0.2 | — | 0.5 | ||||||||||||||
| Amortization of prior service credit | (0.8) | (0.8) | (0.7) | ||||||||||||||
| Net periodic pension benefit cost | $ | 4.4 | $ | 3.1 | $ | 4.4 |
Expected long-term returns for each of the plans' strategic asset classes were developed through consultation with investment advisors. Several factors were considered, including a survey of investment managers' expectations, current market data, minimum guaranteed returns in certain insurance contracts, and historical market returns over long periods. Using policy target allocation percentages and the asset class expected returns, a weighted-average expected return was calculated.
To select the discount rates for the defined benefit pension plans, the Company uses a modeling process that involves matching the expected duration of its benefit plans to a yield curve constructed from a portfolio of AA-rated fixed-income debt instruments, or their equivalent. For each country, the Company uses the implied yield of this hypothetical portfolio at the appropriate duration as a discount rate benchmark.
The weighted-average assumptions used to determine the benefit obligations are as follows:
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Discount rate | 1.5 | % | 1.8 | % | |||||||
| Rate of compensation increase | 2.8 | % | 2.9 | % | |||||||
| Cash balance interest crediting rate | 1.5 | % | 1.5 | % | |||||||
| Social securities increase | 1.8 | % | 1.8 | % | |||||||
| Pension increase | 2.2 | % | 2.2 | % |
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. EMPLOYEE BENEFIT PLANS (Continued)
The weighted-average assumptions used to determine the net periodic pension benefit cost are as follows:
| Years ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Discount rate | 1.8 | % | 2.5 | % | 0.5 | % | |||||||||||
| Expected return on plan assets | 4.3 | % | 3.7 | % | 2.1 | % | |||||||||||
| Rate of compensation increase | 2.9 | % | 2.9 | % | 2.6 | % | |||||||||||
| Cash balance interest crediting rate | 1.5 | % | 1.5 | % | 1.5 | % | |||||||||||
| Social securities increase | 1.8 | % | 1.8 | % | 1.6 | % | |||||||||||
| Pension increase | 2.2 | % | 2.2 | % | 1.8 | % |
Plan Assets
The Company's investment strategy for plan assets is to seek a competitive rate of return relative to an appropriate level of risk and to earn performance rates of return in accordance with the benchmarks adopted for each asset class. Risk management practices include diversification across asset classes and investment styles, and periodic rebalancing toward asset allocation targets.
The Company's Administrative and Investment Committee decides on the defined benefit plan provider in each location and that provider decides the target allocation for the Company's defined benefit plan at that location. The target asset allocation selected reflects a risk/return profile the Company feels is appropriate relative to the plans' liability structure and return goals. In certain plans, asset allocations may be governed by local requirements. Target weighted-average asset allocations at December 31, 2024, by asset category, are as follows:
| Equity securities | 30.9 | % | |||
| Debt securities | 37.2 | % | |||
| Real estate | 14.7 | % | |||
| Other | 17.2 | % | |||
| Total | 100.0 | % |
The fair values of the Company's defined benefit plan assets at December 31, 2024 and 2023, by asset category, are as follows (in millions):
| December 31, 2024 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||
| Asset Category | ||||||||||||||||||||||||||||||||
| Cash | $ | 1.1 | $ | — | $ | — | $ | 1.1 | ||||||||||||||||||||||||
| Equity securities: | ||||||||||||||||||||||||||||||||
| United States equities | 2.0 | — | — | 2.0 | ||||||||||||||||||||||||||||
| International equities | 21.1 | — | — | 21.1 | ||||||||||||||||||||||||||||
| Debt securities: | ||||||||||||||||||||||||||||||||
| United States government bonds | 3.2 | — | — | 3.2 | ||||||||||||||||||||||||||||
| International government bonds | 24.6 | — | — | 24.6 | ||||||||||||||||||||||||||||
| Real estate | — | 11.0 | — | 11.0 | ||||||||||||||||||||||||||||
| Mortgages | — | 3.0 | — | 3.0 | ||||||||||||||||||||||||||||
| Insurance contracts | — | — | 0.7 | 0.7 | ||||||||||||||||||||||||||||
| Total plan assets measured at fair value | $ | 52.0 | $ | 14.0 | $ | 0.7 | $ | 66.7 | ||||||||||||||||||||||||
| Alternative investments measured at net asset value (a) | 7.9 | |||||||||||||||||||||||||||||||
| Total plan assets | $ | 74.6 |
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. EMPLOYEE BENEFIT PLANS (Continued)
| December 31, 2023 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Asset Category | |||||||||||||||||||||||
| Cash | $ | 2.0 | $ | — | $ | — | $ | 2.0 | |||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| United States equities | 2.6 | — | — | 2.6 | |||||||||||||||||||
| International equities | 21.0 | — | — | 21.0 | |||||||||||||||||||
| Debt securities: | |||||||||||||||||||||||
| United States government bonds | 3.5 | — | — | 3.5 | |||||||||||||||||||
| International government bonds | 26.0 | — | — | 26.0 | |||||||||||||||||||
| Real estate | — | 8.7 | — | 8.7 | |||||||||||||||||||
| Mortgages | — | 4.0 | — | 4.0 | |||||||||||||||||||
| Insurance contracts | — | — | 0.8 | 0.8 | |||||||||||||||||||
| Total plan assets | $ | 55.1 | $ | 12.7 | $ | 0.8 | $ | 68.6 | |||||||||||||||
| Alternative investments measured at net asset value (a) | 6.9 | ||||||||||||||||||||||
| Total plan assets | $ | 75.5 |
(a) Certain investments that were measured at net asset value per share have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total plan assets.
The following table summarizes the changes in fair value of the Company's defined benefit plan assets that have been classified as Level 3 for the years ended December 31, 2024 and 2023 (in millions):
| Insurance Contracts | |||||
| Balance at December 31, 2022 | $ | 0.8 | |||
| Actual return on plan assets: | |||||
| Relating to assets still held at December 31, 2023 | 0.2 | ||||
| Purchases, sales and settlements | (0.2) | ||||
| Balance at December 31, 2023 | 0.8 | ||||
| Actual return on plan assets: | |||||
| Relating to assets still held at December 31, 2024 | 0.4 | ||||
| Purchases, sales and settlements | (0.5) | ||||
| Balance at December 31, 2024 | $ | 0.7 |
Equity and debt securities are valued at fair value based on quoted market prices reported on the active markets on which the individual securities are traded. Real estate investments are valued by discounting to present value the cash flows expected to be generated by the specific properties. Investments in mortgages are valued at cost, which is deemed to approximate its fair value. The insurance contracts are valued at the cash surrender value of the contracts, which is deemed to approximate its fair value. Alternative investments include hedge funds, private equity funds and other miscellaneous investments, and are valued using the net asset value provided by the fund administrator as a practical expedient. The net asset value is based on the fair value of the underlying assets owned by the fund divided by the number of shares outstanding.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. EMPLOYEE BENEFIT PLANS (Continued)
The following benefit payments, which reflect expected future service, as appropriate, at December 31, 2024, are expected to be paid (in millions):
| 2025 | $ | 6.9 | |||
| 2026 | 5.5 | ||||
| 2027 | 5.8 | ||||
| 2028 | 7.5 | ||||
| 2029 | 7.2 | ||||
| 2030-2034 | 36.5 |
As of December 31, 2024, expected employer contributions for 2025 are $2.6 million.
Defined Contribution Plans
The Company's employees in the United States are eligible to participate in a qualified defined contribution plan. In the United States, participants may contribute up to 25% of their eligible compensation (subject to tax code limitation) to the plan. Edwards Lifesciences matches the first 4% of the participant's annual eligible compensation contributed to the plan on a dollar-for-dollar basis. Edwards Lifesciences matches the next 2% of the participant's annual eligible compensation to the plan on a 50% basis. Prior to the sale of the Company's Critical Care product group (see Note 5), participants in Puerto Rico could contribute up to 25% of their annual compensation (subject to tax code limitation) to the plan. Edwards Lifesciences matched the first 4% of participant's annual eligible compensation contributed to the plan on a 50% basis. The Company also provided a 2% profit sharing contribution calculated on eligible earnings for each employee. Matching contributions relating to Edwards Lifesciences employees were $56.2 million, $51.0 million, and $45.1 million in 2024, 2023, and 2022, respectively.
The Company also has nonqualified deferred compensation plans for a select group of employees. The plans provide eligible participants the opportunity to defer eligible compensation to future dates specified by the participant with a return based on investment alternatives selected by the participant. The amount accrued under these nonqualified plans was $146.5 million and $125.6 million at December 31, 2024 and 2023, respectively.
16. COMMON STOCK
Treasury Stock
In December 2023, the Board of Directors approved a stock repurchase program authorizing the Company to purchase up to $1.0 billion of the Company's common stock. In August 2024, the Board of Directors approved an additional $1.5 billion of repurchases of the Company's common stock under this program. The repurchase program does not have an expiration date. Stock repurchased under the program may be used to offset the impact of the Company's employee stock-based benefit programs and stock-based business acquisitions, and will reduce the total shares outstanding.
During 2024, 2023, and 2022, the Company repurchased 16.8 million, 11.4 million, and 20.1 million shares, respectively, at an aggregate cost of $1.2 billion, $880.5 million, and $1.7 billion, respectively, including shares purchased under a Rule 10b5-1 trading plan, the accelerated share repurchase ("ASR") agreements described below, and shares acquired to satisfy tax withholding obligations in connection with the vesting of restricted stock units issued to employees. The timing and size of any future stock repurchases are subject to a variety of factors, including expected dilution from stock plans, cash capacity, and the market price of the Company's common stock.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
16. COMMON STOCK (Continued)
Accelerated Share Repurchase
During 2024 and 2023, the Company entered into ASR agreements providing for the repurchase of the Company's common stock based on the volume-weighted average price ("VWAP") of the Company's common stock during the term of the applicable agreements, less a discount. The following table summarizes the terms of the ASR agreements (dollars and shares in millions, except per share data):
| Initial Delivery | Final Settlement | |||||||||||||||||||||||||||||||||||||||||||
| Agreement Date | Amount Paid | Shares Received | Price per Share | Value of Shares as % of Contract Value | Settlement Date | Total Shares Received | Average Price per Share | |||||||||||||||||||||||||||||||||||||
| February 2023 | $ | 200.0 | 2.0 | $ | 80.44 | 80 | % | March 2023 | 2.5 | $ | 79.28 | |||||||||||||||||||||||||||||||||
| December 2023 | $ | 400.0 | 4.6 | $ | 70.31 | 80 | % | December 2023 | 5.3 | $ | 72.91 | |||||||||||||||||||||||||||||||||
| April 2024 | $ | 150.0 | 1.4 | $ | 85.95 | 80 | % | May 2024 | 1.7 | $ | 86.72 | |||||||||||||||||||||||||||||||||
| August 2024 | $ | 500.0 | 5.8 | $ | 68.93 | 80 | % | December 2024 | 7.5 | $ | 66.60 |
The ASR agreements were each accounted for as two separate transactions: (1) the value of the initial delivery of shares was recorded as shares of common stock acquired in a treasury stock transaction on the acquisition date and (2) the remaining amount of the purchase price paid was recorded as a forward contract indexed to the Company's own common stock and was initially recorded in Additional Paid-in Capital and subsequently, upon settlement, was transferred to Treasury Stock on the consolidated balance sheets. The initial delivery of shares resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share. The Company determined that the forward contracts indexed to the Company's common stock met all the applicable criteria for equity classification and, therefore, were not accounted for as a derivative instrument.
Employee and Director Stock Plans
The Edwards Lifesciences Corporation Long-term Stock Incentive Compensation Program (the "Program") provides for the grant of incentive and non-qualified stock options, restricted stock, and restricted stock units for eligible employees of the Company. Under the Program, these grants are awarded at a price equal to the fair market value at the date of grant based upon the closing price on that date. Options to purchase shares of the Company's common stock granted under the Program generally vest over predetermined periods of between three to four years and expire seven years after the date of grant. Service-based restricted stock units of the Company's common stock granted under the Program generally vest over predetermined periods, typically four years after the date of grant. Market-based restricted stock units of the Company's common stock granted under the Program vest over three years based on a combination of certain service and market conditions. The actual number of shares issued will be determined based on the Company's total stockholder return relative to a selected industry peer group. On May 7, 2024, the Company’s stockholders approved an amendment and restatement of the Program to (1) increase the total number of shares of the Company’s common stock available for issuance under the Program by 6.9 million shares to a new total share limit of 334.5 million shares, (2) increase the total number of shares of the Company’s common stock available for issuance as restricted stock and restricted stock unit awards under the Program by 2.0 million shares to a new limit on the total number of shares available for these types of awards of 35.6 million shares, and (3) extend the term within which new awards may be granted under the Program through February 21, 2034.
The Company also maintains the Nonemployee Directors Stock Incentive Compensation Program (the "Nonemployee Directors Program"). Under the Nonemployee Directors Program, annually each nonemployee director may receive up to 120,000 stock options or 48,000 restricted stock units of the Company's common stock, or a combination thereof. These grants generally vest over one year from the date of grant. Under the Nonemployee Directors Program, an aggregate of 8.4 million shares of the Company's common stock has been authorized for issuance.
The Company has an employee stock purchase plan for United States employees and a plan for employees outside of the United States (collectively "ESPP"). Under the ESPP, eligible employees may purchase shares of the Company's common stock at 85% of the lower of the fair market value of Edwards Lifesciences common stock on the effective date of subscription or the date of purchase. Under the ESPP, employees can authorize the Company to withhold up to 15% of their compensation for
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
16. COMMON STOCK (Continued)
common stock purchases, subject to certain limitations. The ESPP is available to all active employees of the Company paid from the United States payroll and to eligible employees of the Company outside of the United States, to the extent permitted by local law. The ESPP for United States employees is qualified under Section 423 of the Internal Revenue Code. The number of shares of common stock authorized for issuance under the ESPP was 50.4 million shares.
The fair value of each option award and employee stock purchase subscription is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following tables. The risk-free interest rate is estimated using the United States Treasury yield curve and is based on the expected term of the award. Expected volatility is estimated based on a blend of the weighted-average of the historical volatility of Edwards Lifesciences' stock and the implied volatility from traded options on Edwards Lifesciences' stock. The expected term of awards granted is estimated from the vesting period of the award, as well as historical exercise behavior, and represents the period of time that awards granted are expected to be outstanding. The Company uses historical data to estimate forfeitures and has estimated an annual forfeiture rate of 5.9%.
The Black-Scholes option pricing model was used with the following weighted-average assumptions for options granted during the following periods:
Option Awards
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Risk-free interest rate | 4.5 | % | 3.4 | % | 3.0 | % | |||||||||||
| Expected dividend yield | None | None | None | ||||||||||||||
| Expected volatility | 30.9 | % | 32.8 | % | 31.4 | % | |||||||||||
| Expected term (years) | 5.3 | 5.1 | 5.0 | ||||||||||||||
| Fair value, per share | $ | 31.14 | $ | 30.97 | $ | 34.59 |
The Black-Scholes option pricing model was used with the following weighted-average assumptions for ESPP subscriptions granted during the following periods:
ESPP
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Risk-free interest rate | 5.2 | % | 4.6 | % | 0.5 | % | |||||||||||
| Expected dividend yield | None | None | None | ||||||||||||||
| Expected volatility | 33.5 | % | 31.5 | % | 32.0 | % | |||||||||||
| Expected term (years) | 0.6 | 0.6 | 0.6 | ||||||||||||||
| Fair value, per share | $ | 25.01 | $ | 19.03 | $ | 28.18 |
The fair value of market-based restricted stock units was determined using a Monte Carlo simulation model, which uses multiple input variables to determine the probability of satisfying the market condition requirements. The weighted-average assumptions used to determine the fair value of the market-based restricted stock units granted during the years ended December 31, 2024, 2023, and 2022 included a risk-free interest rate of 4.5%, 3.6%, and 2.9%, respectively, and an expected volatility rate of 32.4%, 32.6%, and 33.9%, respectively.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
16. COMMON STOCK (Continued)
Stock option activity during the year ended December 31, 2024 under the Program and the Nonemployee Directors Program was as follows (in millions, except years and per-share amounts):
| Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding as of December 31, 2023 | 11.0 | $ | 71.90 | ||||||||||||||||||||
| Options granted | 1.5 | 85.46 | |||||||||||||||||||||
| Options exercised | (2.1) | 43.12 | |||||||||||||||||||||
| Options forfeited | (0.4) | 91.39 | |||||||||||||||||||||
| Outstanding as of December 31, 2024 | 10.0 | 79.15 | 3.4 years | $ | 57.9 | ||||||||||||||||||
| Exercisable as of December 31, 2024 | 6.7 | 73.63 | 2.4 years | $ | 57.5 | ||||||||||||||||||
| Vested and expected to vest as of December 31, 2024 | 9.6 | 78.61 | 3.3 years | $ | 57.9 |
The following table summarizes nonvested restricted stock unit activity during the year ended December 31, 2024 under the Program and the Nonemployee Directors Program (in millions, except per-share amounts):
| Shares | Weighted- Average Grant-Date Fair Value | ||||||||||
| Nonvested as of December 31, 2023 | 2.1 | $ | 94.35 | ||||||||
| Granted | 2.1 | 85.48 | |||||||||
| Vested | (0.7) | 92.79 | |||||||||
| Forfeited | (0.3) | 90.13 | |||||||||
| Nonvested as of December 31, 2024 | 3.2 | 89.16 |
The intrinsic value of stock options exercised and restricted stock units vested during the years ended December 31, 2024, 2023, and 2022 was $150.2 million, $162.7 million, and $264.5 million, respectively. The intrinsic value of stock options is calculated as the amount by which the market price of the Company's common stock exceeds the exercise price of the option. During the years ended December 31, 2024, 2023, and 2022, the Company received cash from exercises of stock options of $90.6 million, $83.4 million, and $64.8 million, respectively, and tax benefits from exercises of stock options and vesting of restricted stock units of $32.6 million, $35.9 million, and $56.9 million, respectively. The total grant-date fair value of stock options vested during the years ended December 31, 2024, 2023, and 2022 were $44.8 million, $41.3 million, and $40.4 million, respectively.
As of December 31, 2024, the total remaining unrecognized compensation expense related to nonvested stock options, restricted stock units, market-based restricted stock units, and employee stock purchase plan subscription awards amounted to $258.1 million, which will be amortized on a straight-line basis over each award's requisite service period. The weighted-average remaining requisite service period is 31 months.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. ACCUMULATED OTHER COMPREHENSIVE LOSS
Presented below is a summary of activity for each component of Accumulated Other Comprehensive Loss for the years ended December 31, 2024, 2023, and 2022.
| Foreign Currency Translation Adjustments | Unrealized Gain (Loss) on Hedges | Unrealized (Loss) Gain on Available-for-sale Investments | Unrealized Pension (Costs) Credits (a) | Total Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| December 31, 2021 | $ | (172.5) | $ | 29.7 | $ | (6.9) | $ | (8.0) | $ | (157.7) | |||||||||||||||||||
| Other comprehensive (loss) income before reclassifications | (33.9) | 75.2 | (77.9) | 17.3 | (19.3) | ||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | (7.0) | (84.5) | 18.8 | (0.1) | (72.8) | ||||||||||||||||||||||||
| Deferred income tax (expense) benefit | (5.4) | 3.4 | 0.4 | (3.5) | (5.1) | ||||||||||||||||||||||||
| December 31, 2022 | (218.8) | 23.8 | (65.6) | 5.7 | (254.9) | ||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | 6.9 | 43.3 | 32.6 | (11.1) | 71.7 | ||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | (6.9) | (72.8) | 8.1 | (0.8) | (72.4) | ||||||||||||||||||||||||
| Deferred income tax benefit | 4.3 | 6.4 | 0.1 | 2.0 | 12.8 | ||||||||||||||||||||||||
| December 31, 2023 | (214.5) | 0.7 | (24.8) | (4.2) | (242.8) | ||||||||||||||||||||||||
| Other comprehensive (loss) income before reclassifications | (49.9) | 91.0 | 34.8 | (0.2) | 75.7 | ||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | (7.0) | (40.6) | (12.5) | 0.6 | (59.5) | ||||||||||||||||||||||||
| Deferred income tax expense | (2.7) | (13.4) | (1.5) | (0.3) | (17.9) | ||||||||||||||||||||||||
| December 31, 2024 | $ | (274.1) | $ | 37.7 | $ | (4.0) | $ | (4.1) | $ | (244.5) |
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. ACCUMULATED OTHER COMPREHENSIVE LOSS (Continued)
(a)For the years ended December 31, 2024, 2023, and 2022, the change in unrealized pension costs consisted of the following (in millions):
| Pre-Tax Amount | Tax (Expense) Benefit | Net of Tax Amount | |||||||||||||||
| 2024 | |||||||||||||||||
| Prior service credit arising during period | $ | — | $ | (0.1) | $ | (0.1) | |||||||||||
| Amortization of prior service credit | (0.8) | 0.2 | (0.6) | ||||||||||||||
| Net prior service cost arising during period | (0.8) | 0.1 | (0.7) | ||||||||||||||
| Net actuarial loss arising during period | 1.2 | (0.4) | 0.8 | ||||||||||||||
| Unrealized pension costs, net | $ | 0.4 | $ | (0.3) | $ | 0.1 | |||||||||||
| 2023 | |||||||||||||||||
| Prior service credit arising during period | $ | 0.7 | $ | 0.9 | $ | 1.6 | |||||||||||
| Amortization of prior service credit | (0.8) | 0.1 | (0.7) | ||||||||||||||
| Net prior service cost arising during period | (0.1) | 1.0 | 0.9 | ||||||||||||||
| Net actuarial gain arising during period | (11.8) | 1.0 | (10.8) | ||||||||||||||
| Unrealized pension credits, net | $ | (11.9) | $ | 2.0 | $ | (9.9) | |||||||||||
| 2022 | |||||||||||||||||
| Prior service cost arising during period | $ | — | $ | (1.1) | $ | (1.1) | |||||||||||
| Amortization of prior service credit | (0.7) | 0.3 | (0.4) | ||||||||||||||
| Net prior service cost arising during period | (0.7) | (0.8) | (1.5) | ||||||||||||||
| Net actuarial gain arising during period | 17.9 | (2.7) | 15.2 | ||||||||||||||
| Unrealized pension credits, net | $ | 17.2 | $ | (3.5) | $ | 13.7 |
The following table provides information about amounts reclassified from Accumulated Other Comprehensive Loss (in millions):
| Years Ended December 31, | |||||||||||||||||
| Details about Accumulated Other Comprehensive Loss Components | 2024 | 2023 | Affected Line on Consolidated Statements of Operations | ||||||||||||||
| Foreign currency translation adjustments | $ | 7.0 | $ | 6.9 | Other non-operating income, net | ||||||||||||
| (1.7) | (1.7) | Provision for income taxes | |||||||||||||||
| $ | 5.3 | $ | 5.2 | Net of tax | |||||||||||||
| Gain (loss) on hedges | $ | 35.8 | $ | 58.9 | Cost of sales | ||||||||||||
| 4.8 | 13.9 | Other non-operating income, net | |||||||||||||||
| 40.6 | 72.8 | Total before tax | |||||||||||||||
| (10.1) | (15.8) | Provision for income taxes | |||||||||||||||
| $ | 30.5 | $ | 57.0 | Net of tax | |||||||||||||
| (Loss) gain on available-for-sale investments | $ | 12.5 | $ | (8.1) | Other non-operating income, net | ||||||||||||
| (3.1) | 2.2 | Provision for income taxes | |||||||||||||||
| $ | 9.4 | $ | (5.9) | Net of tax | |||||||||||||
| Amortization of pension adjustments | $ | (0.6) | $ | 0.8 | Other non-operating income, net | ||||||||||||
| 0.5 | (0.2) | Provision for income taxes | |||||||||||||||
| $ | (0.1) | $ | 0.6 | Net of tax |
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. OTHER NON-OPERATING INCOME, NET
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Foreign exchange gains, net | $ | (7.1) | $ | (10.0) | $ | (1.0) | |||||||||||
| Loss on investments | 0.6 | 0.7 | 1.1 | ||||||||||||||
| Non-service cost components of net periodic pension benefit cost | (0.6) | (1.2) | (1.1) | ||||||||||||||
| Gain on remeasurement of previously held equity interest upon acquisition | (55.0) | — | — | ||||||||||||||
| Gain on insurance settlement | — | — | (3.8) | ||||||||||||||
| Other | (6.8) | (3.4) | — | ||||||||||||||
| Total other non-operating income, net | $ | (68.9) | $ | (13.9) | $ | (4.8) |
19. INCOME TAXES
The Company's income from continuing operations before provision for income taxes was generated from operations in the United States and outside of the United States as follows (in millions):
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| United States | $ | 265.7 | $ | 290.1 | $ | 586.0 | |||||||||||
| Outside of the United States, including Puerto Rico | 1,282.4 | 1,082.3 | 933.5 | ||||||||||||||
| $ | 1,548.1 | $ | 1,372.4 | $ | 1,519.5 |
The provision for income taxes consists of the following (in millions):
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Current | |||||||||||||||||
| United States: | |||||||||||||||||
| Federal | $ | 248.4 | $ | 291.7 | $ | 365.8 | |||||||||||
| State and local | 40.7 | 50.1 | 54.3 | ||||||||||||||
| Outside of the United States, including Puerto Rico | 25.8 | 53.0 | 37.1 | ||||||||||||||
| Current income tax expense | $ | 314.9 | $ | 394.8 | $ | 457.2 | |||||||||||
| Deferred | |||||||||||||||||
| United States: | |||||||||||||||||
| Federal | $ | (117.8) | $ | (165.7) | $ | (197.8) | |||||||||||
| State and local | (31.0) | (54.2) | (58.9) | ||||||||||||||
| Outside of the United States, including Puerto Rico | (14.0) | (22.5) | (5.0) | ||||||||||||||
| Deferred income tax benefit | (162.8) | (242.4) | (261.7) | ||||||||||||||
| Total income tax provision | $ | 152.1 | $ | 152.4 | $ | 195.5 |
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
19. INCOME TAXES (Continued)
The components of deferred tax assets and liabilities are as follows (in millions):
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Deferred tax assets | |||||||||||
| Capitalized research and development expenses (a) | $ | 533.8 | $ | 371.1 | |||||||
| Compensation and benefits | 123.7 | 117.9 | |||||||||
| Benefits from uncertain tax positions | 89.6 | 63.4 | |||||||||
| Net tax credit carryforwards | 289.1 | 144.2 | |||||||||
| Net operating loss carryforwards | 132.1 | 73.0 | |||||||||
| Accrued liabilities | 145.2 | 131.7 | |||||||||
| Inventories | 14.9 | 15.1 | |||||||||
| Cash flow and net investment hedges | — | 1.3 | |||||||||
| State income taxes | 3.2 | 0.2 | |||||||||
| Investments | 1.2 | 0.6 | |||||||||
| Lease liability obligations | 6.5 | 5.8 | |||||||||
| Other | 2.8 | 0.7 | |||||||||
| Total deferred tax assets | 1,342.1 | 925.0 | |||||||||
| Deferred tax liabilities | |||||||||||
| Property, plant, and equipment | (76.4) | (78.2) | |||||||||
| Cash flow and net investment hedges | (11.8) | — | |||||||||
| Deferred tax on foreign earnings | (3.6) | (3.6) | |||||||||
| Right-of-use assets | (4.3) | (4.7) | |||||||||
| Other intangible assets | (230.3) | (46.1) | |||||||||
| Other | (4.8) | (2.4) | |||||||||
| Total deferred tax liabilities | (331.2) | (135.0) | |||||||||
| Valuation allowance | (87.8) | (62.1) | |||||||||
| Net deferred tax assets | $ | 923.1 | $ | 727.9 |
(a) As required by Public Law 115-97, commonly referred to as the Tax Cuts and Jobs Act (the "2017 Act"), effective January 1, 2022, the Company's research and development expenditures were capitalized and amortized which resulted in substantially higher cash paid for taxes in 2023 and 2022 with an equal amount of deferred tax benefits.
During 2024, net deferred tax assets increased $195.2 million, including items that were recorded to stockholders' equity and which did not impact the Company's income tax provision.
The valuation allowance of $87.8 million as of December 31, 2024 reduces certain deferred tax assets to amounts that are more likely than not to be realized. This allowance primarily relates to the net operating loss carryforwards of certain non-United States subsidiaries and certain United States foreign tax credit carryforwards.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
19. INCOME TAXES (Continued)
Net operating loss and capital loss carryforwards and the related carryforward periods at December 31, 2024 are summarized as follows (in millions):
| Carryforward Amount | Tax Benefit Amount | Valuation Allowance | Net Tax Benefit | Carryforward Period Ends | |||||||||||||||||||||||||
| United States federal net operating losses | $ | 9.4 | $ | 2.0 | $ | — | $ | 2.0 | 2026-2037 | ||||||||||||||||||||
| United States federal net operating losses | 132.9 | 27.9 | — | 27.9 | Indefinite | ||||||||||||||||||||||||
| United States state net operating losses | 180.7 | 12.6 | (3.7) | 8.9 | 2029-2044 | ||||||||||||||||||||||||
| United States state net operating losses | 0.4 | — | — | — | Indefinite | ||||||||||||||||||||||||
| Non-United States net operating losses | 1.3 | 0.3 | — | 0.3 | 2028 | ||||||||||||||||||||||||
| Non-United States net operating losses | 517.8 | 89.3 | (63.2) | 26.1 | Indefinite | ||||||||||||||||||||||||
| Total | $ | 842.5 | $ | 132.1 | $ | (66.9) | $ | 65.2 |
The gross tax credit carryforwards and the related carryforward periods at December 31, 2024 are summarized as follows (in millions):
| Carryforward Amount | Valuation Allowance | Net Tax Benefit | Carryforward Period Ends | ||||||||||||||||||||
| California research expenditure tax credits | $ | 232.7 | $ | — | $ | 232.7 | Indefinite | ||||||||||||||||
| Federal research expenditure tax credits | 1.9 | — | 1.9 | 2025-2034 | |||||||||||||||||||
| United States foreign tax credits | 121.6 | (17.8) | 103.8 | 2025-2034 | |||||||||||||||||||
| Non-United States tax credits | 6.0 | — | 6.0 | 2025-2028 | |||||||||||||||||||
| Total | $ | 362.2 | $ | (17.8) | $ | 344.4 |
The Company has $232.7 million of gross California research expenditure tax credits it expects to use in future periods. The credits may be carried forward indefinitely. Based upon anticipated future taxable income, the Company expects that it is more likely than not that all California research expenditure tax credits will be utilized, although the utilization of the full benefit is expected to be realized over an extended period of time. Accordingly, no valuation allowance has been provided. The Company has $121.6 million of United States foreign tax credits of which $103.8 million are expected to be utilized before the end of the 10-year carryforward period. As a result, the Company recorded a valuation allowance of $17.8 million on the United States foreign tax credit carryforwards which have been determined to be unrealizable.
On December 22, 2017, the 2017 Act was signed into law. The 2017 Act (a) reduced the United States federal corporate tax rate from 35 percent to 21 percent for tax years beginning after December 31, 2017, (b) required companies to pay a one-time mandatory deemed repatriation tax on the cumulative earnings of certain foreign subsidiaries that were previously tax deferred, and (c) created new taxes on certain foreign earnings in future years. The Company elected to pay the repatriation tax in installments over eight years. The final installment of $78.5 million is due in the second quarter of 2025.
The Company asserts that $555.2 million of its foreign earnings continue to be indefinitely reinvested and it intends to repatriate $1.0 billion of its foreign earnings as of December 31, 2024. The estimated net tax liability on the indefinitely reinvested earnings if repatriated is $2.5 million.
The Company has received tax incentives in certain non-United States tax jurisdictions, the primary benefit for which will expire in 2029. The tax reductions as compared to the local statutory rates were $271.9 million ($0.45 per diluted share), $333.2 million ($0.55 per diluted share), and $247.4 million ($0.40 per diluted share) for the years ended December 31, 2024, 2023, and 2022, respectively.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
19. INCOME TAXES (Continued)
A reconciliation of the United States federal statutory income tax rate to the Company's effective income tax rate is as follows (in millions):
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Income tax expense at United States federal statutory rate | $ | 325.1 | $ | 288.1 | $ | 323.7 | |||||||||||
| Foreign income taxed at different rates | (190.6) | (133.8) | (135.4) | ||||||||||||||
| State and local taxes, net of federal tax benefit | 16.0 | 15.9 | 11.3 | ||||||||||||||
| Tax credits, federal and state | (58.9) | (55.9) | (43.4) | ||||||||||||||
| Build of reserve for prior years' uncertain tax positions | (31.3) | (2.9) | 11.6 | ||||||||||||||
| Tax on global intangible low-taxed income | 90.2 | 82.3 | 68.4 | ||||||||||||||
| Foreign-derived intangible income deduction | (16.5) | (20.9) | (14.3) | ||||||||||||||
| Contingent consideration liabilities | — | (5.5) | (7.5) | ||||||||||||||
| United States federal deductible employee share-based compensation | (8.3) | (11.9) | (28.5) | ||||||||||||||
| Nondeductible employee share-based compensation | 6.2 | 5.7 | 4.9 | ||||||||||||||
| Other | 20.2 | (8.7) | 4.7 | ||||||||||||||
| Income tax provision | $ | 152.1 | $ | 152.4 | $ | 195.5 |
The Company's effective tax rate for 2024 decreased in comparison to 2023 primarily due to an increase in tax benefits from foreign earnings taxed at lower rates net of an increase in tax on global intangible low-taxed income and favorable global income tax audit settlements. The Company's effective tax rate for 2023 decreased in comparison to 2022 primarily due to the tax benefit from the Intellectual Property Agreement with Medtronic (see Note 3), partially offset by a reduced tax benefit from employee share-based compensation
Uncertain Tax Positions
As of December 31, 2024 and 2023, the gross uncertain tax positions were $678.8 million and $583.9 million, respectively. The Company estimates that these liabilities would be reduced by $319.9 million and $250.7 million, respectively, from offsetting tax benefits associated with the correlative effects of potential transfer pricing adjustments, state income taxes, and timing adjustments. The net amounts of $358.9 million and $333.2 million, respectively, if not required, would favorably affect the Company's effective tax rate.
A reconciliation of the beginning and ending amount of uncertain tax positions, excluding interest, penalties, and foreign exchange, is as follows (in millions):
| December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Uncertain gross tax positions, January 1 | $ | 583.9 | $ | 475.3 | $ | 358.4 | |||||||||||
| Current year tax positions | 125.8 | 127.0 | 120.6 | ||||||||||||||
| Increase in prior year tax positions | 3.2 | 0.8 | 3.8 | ||||||||||||||
| Decrease in prior year tax positions | (34.1) | (16.2) | (0.6) | ||||||||||||||
| Settlements | — | (3.0) | (0.4) | ||||||||||||||
| Lapse of statutes of limitations | — | — | (6.5) | ||||||||||||||
| Uncertain gross tax positions, December 31 | $ | 678.8 | $ | 583.9 | $ | 475.3 |
The table above summarizes the gross amounts of uncertain tax positions without regard to reductions in tax liabilities or additions to deferred tax assets and liabilities if such uncertain tax positions were settled.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
19. INCOME TAXES (Continued)
The Company recognizes interest and penalties, if any, related to uncertain tax positions in the provision for income taxes. As of December 31, 2024, the Company had accrued $55.4 million (net of $52.5 million tax benefit) of interest related to uncertain tax positions, and as of December 31, 2023, the Company had accrued $41.4 million (net of $29.9 million tax benefit) of interest related to uncertain tax positions. During 2024, 2023, and 2022, the Company recognized interest expense, net of tax benefit, of $14.0 million, $12.3 million, and $9.6 million, respectively, in Provision for Income Taxes on the consolidated statements of operations.
In the normal course of business, the Internal Revenue Service ("IRS") and other taxing authorities are in different stages of examining various years of the Company's tax filings. During these audits the Company may receive proposed audit adjustments that could be material. Therefore, there is a possibility that an adverse outcome in these audits could have a material effect on the Company's results of operations and financial condition. The Company strives to resolve open matters with each tax authority at the examination level and could reach an agreement with a tax authority at any time. While the Company has accrued for matters it believes are more likely than not to require settlement, the final outcome with a tax authority may result in a tax liability that is materially different from that reflected in the consolidated financial statements. Furthermore, the Company may later decide to challenge any assessments, if made, and may exercise its right to appeal. The uncertain tax positions are reviewed quarterly and adjusted as events occur that affect potential liabilities for additional taxes, such as lapsing of applicable statutes of limitations, proposed assessments by tax authorities, negotiations between tax authorities, identification of new issues, and issuance of new legislation, regulations, or case law. Management believes that adequate amounts of tax and related penalty and interest have been provided for any adjustments that may result from these uncertain tax positions.
In the first quarter of 2022, the Company executed an Advance Pricing Agreement (“APA”) between Japan and Switzerland covering distribution transactions for tax years 2020 through 2024, and in 2023, executed an APA between Japan and the United States covering tax years 2020 through 2024. The Company also executed an APA in the fourth quarter of 2024 between Japan and Singapore covering tax years 2022 through 2026 with roll-back terms to cover the distribution of TAVR products beginning in 2020 and the distribution of Surgical products beginning in 2018. Also in the fourth quarter of 2024, the Company filed with the Japanese tax authorities an APA renewal application between Japan and the United States covering tax years 2025 through 2029. The Company intends to file the APA renewal application with the United States tax authorities in the first quarter of 2025.
The audits of the Company’s United States federal income tax returns through 2014 have been closed. The IRS audit field work for the 2015 through 2017 tax years was completed during the second quarter of 2021, except for transfer pricing and related matters. The IRS is currently examining the 2018 through 2020 tax years.
At December 31, 2024, all material state, local, and foreign income tax matters have been concluded for years through 2015.
During 2021, the Company received a Notice of Proposed Adjustment (“NOPA”) from the IRS for the 2015 through 2017 tax years relating to transfer pricing involving Surgical/TAVR intercompany royalty transactions between the Company's United States and Switzerland subsidiaries. The NOPA proposed a substantial increase to the Company's United States taxable income, which could result in additional tax expense for the 2015 through 2017 period of approximately $240.0 million and reflects a departure from a transfer pricing method the Company had previously agreed upon with the IRS. The Company disagreed with the NOPA and pursued an administrative appeal with the IRS Independent Office of Appeals ("Appeals"). The Appeals process culminated in the third quarter of 2023 when the Company and Appeals concluded that a satisfactory resolution of the matter at the administrative level was not possible.
During the fourth quarter of 2023, Appeals issued a notice of deficiency ("NOD") increasing the Company's 2015 through 2017 United States federal income tax in amounts resulting from the income adjustments previously reflected in the NOPA. The additional tax sought in excess of the Company's filing position is $269.3 million before consideration of interest and a repatriation tax offset.
The Company plans to vigorously contest the additional tax claimed by the IRS through the judicial process. Final resolution of this matter is not likely within the next 12 months. The Company believes the amounts previously accrued related to this uncertain tax position are appropriate for a number of reasons, including the interpretation and application of relevant tax
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
19. INCOME TAXES (Continued)
law and accounting standards to the Company's facts and, accordingly, has not accrued any additional amount based on the NOD and other proceedings to date.Nonetheless, the outcome of the judicial process cannot be predicted with certainty, and it is possible that the outcome of that process could have a material impact on the Company's consolidated financial statements. As noted below, similar material tax disputes may arise for the 2018 through 2024 tax years. The Company made deposits with the IRS of $75 million in November 2022 and $305.1 million in March 2024 to prevent the further accrual of interest on that portion of any additional tax and interest the Company may ultimately be found to owe while the Company prepares to contest through the judicial process the IRS's entitlement to any of the additional tax claimed by the IRS. The IRS converted those deposits to advance payments and, on December 20, 2024, the Company filed administrative claims for refunds of those payments with the IRS for the 2015 through 2017 tax years. The Company expects that the IRS will either deny or fail to act on those refund claims, thereby enabling the Company to sue for refunds in the appropriate judicial forum.
Surgical/TAVR intercompany royalty transactions covering tax years 2018 through 2024 remain subject to IRS examination, and those transactions and related tax positions remain uncertain as of December 31, 2024. The Company has considered this information, as well as information regarding the NOD and other proceedings described above, in its evaluation of its uncertain tax positions. The impact of these unresolved transfer pricing matters, net of any correlative tax adjustments, may be significant to the Company’s consolidated financial statements. Based on the information currently available and numerous possible outcomes, the Company cannot reasonably estimate what, if any, changes in its existing uncertain tax positions may occur in the next 12 months and, therefore, has continued to record the uncertain tax positions as a long-term liability.
During the first quarter of 2024, the Company received a notice of assessment from the Israel Tax Authority (the "ITA") wherein the ITA claimed that the Company owes approximately $110 million of tax excluding interest and penalties in connection with a claimed 2017 transfer of intellectual property. The Company maintains that it did not transfer intellectual property outside of Israel and intends to vigorously defend that position through administrative proceedings including with a formal appeal of the assessment that was filed during the third quarter of 2024. If necessary, the Company expects to defend that position through judicial proceedings. During the fourth quarter of 2024, the Company received a notice of assessment from the ITA claiming that the Company owes additional tax of approximately $16 million excluding interest and penalties for the 2018 through 2022 tax years based entirely on the collateral impacts of the 2017 assessment. The Company plans to file a formal appeal in the first quarter of 2025 and, if necessary, expects to defend its position through judicial proceedings. There can be no assurance that this matter will be resolved in the Company's favor and an adverse outcome could have a material effect on the Company's consolidated financial statements.
20. LEGAL PROCEEDINGS
On September 28, 2021, Aortic Innovations LLC, a non-practicing entity, filed a lawsuit against Edwards Lifesciences Corporation and certain of its subsidiaries (“Edwards”) in the United States District Court for the District of Delaware alleging that Edwards’ SAPIEN 3 Ultra product infringes certain of its patents. The Company is unable to predict the ultimate outcome of this matter or estimate a range of possible exposure; therefore, no amounts have been accrued. The Company is vigorously defending itself in this litigation.
The European Commission (the “Commission”) is investigating certain business practices of Edwards including its unilateral pro-innovation (anti-copycat) policy and patent practices. The Company is cooperating with the Commission and believes its business practices support healthy competition. The Company cannot predict the outcome of the investigation or the potential impact on its financial statements.
On March 22, 2024, Fortis Advisors, LLC, in its capacity as the designated representative of the former stockholders of Harpoon Medical, Inc. filed suit against the Company in the Court of Chancery of the State of Delaware, alleging breach of the Agreement and Plan of Merger, dated December 8, 2015, by and between Harpoon Medical, Inc. and Edwards (the “Agreement”). Fortis seeks acceleration and payment of all contingent milestone payments in the Agreement. The trial is scheduled for December 2025. The Company is unable to predict the ultimate outcome of this matter or estimate a range of possible exposure; therefore, no amounts have been accrued. The Company is vigorously defending itself in this litigation.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. LEGAL PROCEEDINGS (Continued)
On October 14, 2024, a purported stockholder of Edwards filed a putative securities class action complaint against the Company and certain of its executive officers in the United States District Court for the Central District of California, captioned Patel v. Edwards Lifesciences Corporation, et al., No. 24-cv-02221. The complaint alleges violations of various securities laws based on alleged false or misleading statements regarding our business prospects. The complaint seeks damages, interest, costs and other fees. The Company is unable to predict the ultimate outcome of this matter or estimate a range of possible exposure; therefore, no amounts have been accrued. The Company intends to defend itself against the lawsuit vigorously.
The Company is or may be a party to, or may otherwise be responsible for, pending or threatened lawsuits including those related to products and services currently or formerly manufactured or performed, as applicable, by the Company, workplace and employment matters, matters involving real estate, the Company's operations or health care regulations, contingent consideration, commercial matters, or governmental investigations (the “Lawsuits”). The Lawsuits raise difficult and complex factual and legal issues and are subject to many uncertainties, including, but not limited to, the facts and circumstances of each particular case or claim, the jurisdiction in which each suit is brought, and differences in applicable law. Management does not believe that any loss relating to the Lawsuits would have a material adverse effect on the Company's overall financial condition, results of operations or cash flows. However, the resolution of one or more of the Lawsuits in any reporting period, could have a material adverse impact on the Company's financial results for that period. The Company is not able to estimate the amount or range of any loss for legal contingencies related to the Lawsuits for which there is no reserve or additional loss for matters already reserved.
The Company is subject to various environmental laws and regulations both within and outside of the United States. The Company's operations, like those of other medical device companies, involve the use of substances regulated under environmental laws, primarily in manufacturing and sterilization processes. While it is difficult to quantify the potential impact of continuing compliance with environmental protection laws, management believes that such compliance will not have a material impact on the Company's financial results. The Company's threshold for disclosing material environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million.
21. SEGMENT INFORMATION
Edwards Lifesciences conducts operations worldwide and is managed in the following four reportable segments: United States, Europe, Japan, and Rest of World. All regions sell products that are used to treat advanced cardiovascular disease. The Company's operating segments are organized primarily based on economic characteristics as well as other characteristics, including types of customers, nature of the regulatory environment, and product offerings.
The Company's geographic segments are reported based on the financial information provided to the Chief Operating Decision Maker ("CODM"), which is the Company's Chief Executive Officer. The CODM evaluates the performance of the Company's reportable segments based on segment net sales and segment operating income. The CODM considers budget or forecast-to-actual results variances for segment operating income on a periodic basis for evaluating the performance of each segment and making decisions about allocating capital and other resources to each segment.
Segment net sales are based on actual foreign exchange rates. Segment expenses and segment operating income are based on internally derived foreign exchange rates and do not include inter-segment profits. Because of the interdependence of the reportable segments, the operating profit as presented may not be representative of the geographical distribution that would occur if the segments were not interdependent. Net sales by geographic area are based on the location of the customer. There were no customers that represented 10% or more of the Company's total net sales.
Certain items are maintained at the corporate level and are not allocated to the segments. The non-allocated items include corporate research and development expenses, manufacturing variances, corporate headquarters costs, net interest income, global marketing expenses, special gains and charges, stock-based compensation, foreign currency hedging activities, certain litigation costs, changes in the fair value of contingent consideration liabilities, most of the Company's amortization, and a portion of the Company's depreciation expense. The CODM does not receive information on total assets by reportable segment.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
21. SEGMENT INFORMATION (Continued)
The table below presents information about Edwards Lifesciences' reportable segments (in millions):
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Segment Net Sales | |||||||||||||||||
| United States | $ | 3,206.0 | $ | 2,947.9 | $ | 2,628.2 | |||||||||||
| Europe | 1,321.7 | 1,180.2 | 1,040.3 | ||||||||||||||
| Japan | 339.8 | 350.8 | 359.5 | ||||||||||||||
| Rest of World | 572.0 | 531.1 | 436.0 | ||||||||||||||
| Total segment net sales | $ | 5,439.5 | $ | 5,010.0 | $ | 4,464.0 | |||||||||||
| Cost of Sales | |||||||||||||||||
| United States | $ | 546.6 | $ | 505.2 | $ | 418.9 | |||||||||||
| Europe | 299.1 | 268.5 | 237.9 | ||||||||||||||
| Japan | 48.1 | 46.6 | 41.5 | ||||||||||||||
| Rest of World | 158.1 | 136.2 | 118.2 | ||||||||||||||
| Total segment cost of sales | $ | 1,051.9 | $ | 956.5 | $ | 816.5 | |||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||
| United States | $ | 498.0 | $ | 432.8 | $ | 340.7 | |||||||||||
| Europe | 282.6 | 260.6 | 233.0 | ||||||||||||||
| Japan | 85.1 | 70.1 | 77.4 | ||||||||||||||
| Rest of World | 181.4 | 166.4 | 142.6 | ||||||||||||||
| Total segment selling, general, and administrative expenses | $ | 1,047.1 | $ | 929.9 | $ | 793.7 | |||||||||||
| Other Segment Items | |||||||||||||||||
| United States | $ | 2.4 | $ | 2.1 | $ | 4.8 | |||||||||||
| Europe | 14.9 | (4.0) | (34.9) | ||||||||||||||
| Japan | (6.8) | 21.3 | (58.1) | ||||||||||||||
| Rest of World | (10.5) | (0.5) | (1.9) | ||||||||||||||
| Total other segment items (a) | $ | — | $ | 18.9 | $ | (90.1) | |||||||||||
| Segment Operating Income | |||||||||||||||||
| United States | $ | 2,159.0 | $ | 2,007.8 | $ | 1,863.8 | |||||||||||
| Europe | 725.1 | 655.1 | 604.3 | ||||||||||||||
| Japan | 213.4 | 212.8 | 298.7 | ||||||||||||||
| Rest of World | 243.0 | 229.0 | 177.1 | ||||||||||||||
| Total segment operating income | $ | 3,340.5 | $ | 3,104.7 | $ | 2,943.9 |
(a) Other segment items include research and development expenses and foreign currency.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
21. SEGMENT INFORMATION (Continued)
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Pre-tax Income Reconciliation | |||||||||||||||||
| Segment operating income | $ | 3,340.5 | $ | 3,104.7 | $ | 2,943.9 | |||||||||||
| Unallocated amounts: | |||||||||||||||||
| Corporate items | (1,886.8) | (1,684.4) | (1,504.2) | ||||||||||||||
| Restructuring charges, separation costs, and other | (61.0) | — | (60.7) | ||||||||||||||
| Intellectual property agreement and certain litigation expenses | (40.4) | (203.5) | (15.8) | ||||||||||||||
| Change in fair value of contingent consideration liabilities | — | 26.2 | 35.8 | ||||||||||||||
| Foreign currency | 26.4 | 65.9 | 99.4 | ||||||||||||||
| Consolidated operating income | $ | 1,378.7 | $ | 1,308.9 | $ | 1,498.4 | |||||||||||
| Non-operating income | 169.4 | 63.5 | 21.1 | ||||||||||||||
| Consolidated pre-tax income | $ | 1,548.1 | $ | 1,372.4 | $ | 1,519.5 |
Enterprise-Wide Information
(in millions)
Enterprise-wide information is based on actual foreign exchange rates used in the Company's consolidated financial statements. Refer to the segment information above for United States net sales for the years ended December 31, 2024, 2023, and 2022. Sales within any other individual country were less than 10 percent of the Company's consolidated net sales in each of those years.
| As of or for the Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Net Sales by Major Product Group | |||||||||||||||||
| Transcatheter Aortic Valve Replacement | $ | 4,106.1 | $ | 3,879.8 | $ | 3,518.2 | |||||||||||
| Transcatheter Mitral and Tricuspid Therapies | 352.1 | 197.6 | 116.1 | ||||||||||||||
| Surgical Structural Heart | 981.3 | 932.6 | 829.7 | ||||||||||||||
| $ | 5,439.5 | $ | 5,010.0 | $ | 4,464.0 | ||||||||||||
| Long-lived Tangible Assets by Geographic Region | |||||||||||||||||
| United States | $ | 1,249.6 | $ | 1,186.9 | $ | 1,113.3 | |||||||||||
| Other countries | 534.6 | 488.5 | 457.0 | ||||||||||||||
| $ | 1,784.2 | $ | 1,675.4 | $ | 1,570.3 |
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
22. VALUATION AND QUALIFYING ACCOUNTS
| Additions | |||||||||||||||||||||||||||||
| Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Year ended December 31, 2024 | |||||||||||||||||||||||||||||
| Allowance for credit losses (a) | $ | 11.7 | $ | 7.6 | $ | 2.7 | $ | (9.7) | $ | 12.3 | |||||||||||||||||||
| Tax valuation allowance (b) | 62.1 | 25.2 | 4.5 | (4.0) | 87.8 | ||||||||||||||||||||||||
| Year ended December 31, 2023 | |||||||||||||||||||||||||||||
| Allowance for credit losses (a) | $ | 11.6 | $ | 2.0 | $ | — | $ | (1.9) | $ | 11.7 | |||||||||||||||||||
| Tax valuation allowance (b) | 72.0 | — | 0.1 | (10.0) | 62.1 | ||||||||||||||||||||||||
| Year ended December 31, 2022 | |||||||||||||||||||||||||||||
| Allowance for credit losses (a) | $ | 15.6 | $ | 0.9 | $ | 0.1 | $ | (5.0) | $ | 11.6 | |||||||||||||||||||
| Tax valuation allowance (b) | 58.4 | — | 14.2 | (0.6) | 72.0 |
(a) The deductions related to allowances for credit losses represent accounts receivable which are written off.
(b) The tax valuation allowances are provided for other-than-temporary impairments and unrealized losses related to certain investments that may not be recognized due to the uncertainty of the ready marketability of certain impaired investments, and net operating loss and credit carryforwards that may not be recognized due to insufficient taxable income.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
23. SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
| Years Ended December 31, | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Total Year | ||||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||
| Net sales | $ | 1,329.9 | $ | 1,369.4 | $ | 1,354.4 | $ | 1,385.8 | $ | 5,439.5 | |||||||||||||||||||
| Gross profit | 1,043.0 | 1,093.9 | 1,091.5 | 1,093.6 | 4,322.0 | ||||||||||||||||||||||||
| Income from continuing operations, net of tax | 324.9 | 364.0 | 362.1 | 345.0 | 1,396.0 | ||||||||||||||||||||||||
| Income from discontinued operations, net of tax (a) | 26.1 | 1.0 | 2,707.3 | 39.3 | 2,773.7 | ||||||||||||||||||||||||
| Net income (a) | 351.0 | 365.0 | 3,069.4 | 384.3 | 4,169.7 | ||||||||||||||||||||||||
| Net income attributable to Edwards Lifesciences Corporation (a) | 351.9 | 366.3 | 3,070.8 | 385.6 | 4,174.6 | ||||||||||||||||||||||||
| Basic earnings per share: | |||||||||||||||||||||||||||||
| Continuing operations | 0.54 | 0.61 | 0.61 | 0.58 | 2.34 | ||||||||||||||||||||||||
| Discontinued operations | 0.04 | — | 4.53 | 0.07 | 4.64 | ||||||||||||||||||||||||
| Basic earnings per share | 0.58 | 0.61 | 5.14 | 0.65 | 6.98 | ||||||||||||||||||||||||
| Diluted earnings per share: | |||||||||||||||||||||||||||||
| Continuing operations | 0.54 | 0.61 | 0.61 | 0.58 | 2.34 | ||||||||||||||||||||||||
| Discontinued operations | 0.04 | — | 4.52 | 0.07 | 4.63 | ||||||||||||||||||||||||
| Diluted earnings per share | 0.58 | 0.61 | 5.13 | 0.65 | 6.97 | ||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||
| Net sales | $ | 1,221.3 | $ | 1,278.9 | $ | 1,243.4 | $ | 1,266.4 | $ | 5,010.0 | |||||||||||||||||||
| Gross profit | 992.3 | 1,031.1 | 992.8 | 1,015.4 | 4,031.6 | ||||||||||||||||||||||||
| Income from continuing operations | 300.6 | 251.4 | 334.9 | 333.1 | 1,220.0 | ||||||||||||||||||||||||
| Income from discontinued operations, net of tax | 39.9 | 54.1 | 48.8 | 36.6 | 179.4 | ||||||||||||||||||||||||
| Net income | 340.5 | 305.5 | 383.7 | 369.7 | 1,399.4 | ||||||||||||||||||||||||
| Net income attributable to Edwards Lifesciences Corporation | 340.5 | 307.1 | 384.9 | 369.9 | 1,402.4 | ||||||||||||||||||||||||
| Basic earnings per share: | |||||||||||||||||||||||||||||
| Continuing operations | 0.49 | 0.42 | 0.55 | 0.55 | 2.02 | ||||||||||||||||||||||||
| Discontinued operations | 0.07 | 0.09 | 0.08 | 0.06 | 0.29 | ||||||||||||||||||||||||
| Basic earnings per share | 0.56 | 0.51 | 0.63 | 0.61 | 2.31 | ||||||||||||||||||||||||
| Diluted earnings per share: | |||||||||||||||||||||||||||||
| Continuing operations | 0.49 | 0.41 | 0.55 | 0.55 | 2.01 | ||||||||||||||||||||||||
| Discontinued operations | 0.07 | 0.09 | 0.08 | 0.06 | 0.29 | ||||||||||||||||||||||||
| Diluted earnings per share | 0.56 | 0.50 | 0.63 | 0.61 | 2.30 |
(a) The third quarter of 2024 includes a $3.3 billion gain from the sale of Critical Care. See Note 5 for additional information.
EDWARDS LIFESCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
24. SUBSEQUENT EVENT
In February 2025, the Company entered into an ASR agreement to repurchase $250.0 million of Edwards Lifesciences' common stock based on the volume-weighted average price ("VWAP") of Edwards Lifesciences' common stock during the term of the agreements, less a discount. Upon entering into the agreement, the Company received an initial delivery of approximately 2.6 million shares, representing approximately 80% of the shares to be repurchased. At the termination of the ASR, the Company may receive additional shares or may be required to pay additional cash or shares (at the Company's election). The final settlement is based on the VWAP over the term of the agreement, less a discount. The ASR agreement has a scheduled termination date of July 25, 2025.
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