EW 10-K Annual Report Dec. 31, 2017 | Alphaminr
Edwards Lifesciences Corp
ALPHAMINR

EW 10-K Fiscal year ended Dec. 31, 2017

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EDWARDS LIFESCIENCES CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Certificate of Incorporation of Edwards Lifesciences Corporation dated May16, 2013 (incorporated by reference to Exhibit3.1 in Edwards Lifesciences' report on Form8-K dated May17, 2013) 3.2 Bylaws of Edwards Lifesciences Corporation amended and restated as of February25, 2016 (incorporated by reference to Exhibit3.1 in Edwards Lifesciences' report on Form8-K dated March 2, 2016) 4.2 Indenture, dated as of September6, 2013, between Edwards Lifesciences Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit4.5 in Edwards Lifesciences' Registration Statement on FormS-3 (File No.333-191022) filed on September6, 2013) (the "Indenture") 4.3 First Supplemental Indenture, dated as of October3, 2013, to the Indenture (incorporated by reference to Exhibit4.1 in Edwards Lifesciences' report on Form8-K, filed on October3, 2013) ("First Supplemental Indenture") 4.4 Form of Global Note for the 2.875% Senior Notes due 2018 (incorporated by reference to ExhibitA in the First Supplemental Indenture filed as Exhibit4.1 in Edwards Lifesciences' report on Form8-K, filed on October3, 2013) 10.1 Five Year Credit Agreement, dated as of July18, 2014, among Edwards Lifesciences Corporation and certain of its subsidiaries, as Borrowers; the lenders signatory thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank; JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents; and Deutsche Bank SecuritiesInc., HSBC Bank USA, National Association, PNC Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ,Ltd., and U.S. Bank National Association, as Co-Documentation Agents (incorporated by reference to Exhibit10.1 in Edwards Lifesciences' report on Form8-K, filed on July24, 2014) 10.2 Amendment No. 1 to Five Year Credit Agreement dated May 5, 2017 (incorporated by reference to Exhibit 10.1 in Edwards Lifesciences' report on Form 10-Q for the quarterly period ended June 30, 2017) #10.3 Settlement Agreement, dated May19, 2014, between Edwards Lifesciences Corporation and Medtronic,Inc. (incorporated by reference to Exhibit10.2 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended June30, 2014) *10.4 Edwards Lifesciences Corporation Form of Employment Agreement (incorporated by reference to Exhibit10.8 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended March31, 2003) *10.5 Edwards Lifesciences Corporation Amended and Restated Employment Agreement for MichaelA. Mussallem dated March30, 2009 (incorporated by reference to Exhibit10.2 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended March31, 2009) *10.6 Edwards Lifesciences Corporation Amended and Restated Chief Executive Officer Change-in-Control Severance Agreement, dated October9, 2012 (incorporated by reference to Exhibit10.1 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended September30, 2012) *10.7 Edwards Lifesciences Corporation Form of Change-in-Control Severance Agreement (incorporated by reference to Exhibit10.2 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended September30, 2012) *10.8 Edwards Lifesciences Corporation 2015 Edwards Incentive Plan (incorporated by reference to Appendix A in Edwards Lifesciences Definitive Proxy Statement filed on March 30, 2015) *10.9 Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program, as amended and restated as of February23, 2017 (the "Long-Term Stock Program") (incorporated by reference to AppendixA in Edwards Lifesciences' Definitive Proxy Statement filed on March30, 2017) *10.10 Edwards Lifesciences Corporation Form of Participant Stock Option Statement and related Long-Term Stock Program Global Nonqualified Stock Option Award Agreement for awards granted prior to May 2015 (incorporated by reference to Exhibit10.1 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended March31, 2011) *10.11 Edwards Lifesciences Corporation Form of Participant Restricted Stock Unit Statement and related Long-Term Stock Program Global Restricted Stock Unit Award Agreement for awards granted prior to May 2015 (incorporated by reference to Exhibit10.2 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended March 31, 2011) *10.12 Edwards Lifesciences Corporation Form of Performance-Based Restricted Stock Unit Statement and related Long-Term Stock Program Global Performance-Based Restricted Stock Unit Award Agreement for awards granted prior to May 2015 (incorporated by reference to Exhibit10.1 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended June30, 2012) *10.13 Edwards Lifesciences Corporation Form of Long-Term Stock Program Global Nonqualified Stock Option Award Agreement for awards granted beginning May 2015 (incorporated by reference to Exhibit10.3 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended June 30, 2015) *10.14 Edwards Lifesciences Corporation Form of Long-Term Stock Program Global Restricted Stock Unit Award Agreement for awards granted beginning May 2015 (incorporated by reference to Exhibit10.4 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended June 30, 2015) *10.15 Edwards Lifesciences Corporation Form of Performance-Based Restricted Stock Unit Statement and related Long-Term Stock Program Global Performance-Based Restricted Stock Unit Award Agreement for awards granted beginning May 2015 (incorporated by reference to Exhibit10.5 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended June30, 2015) *10.16 Edwards Lifesciences Corporation Nonemployee Directors Stock Incentive Program, as amended and restated as of February 25, 2016 (incorporated by reference to Exhibit10.1 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended March 31, 2016) *10.17 Edwards Lifesciences Corporation Form of Participant Stock Option Statement and related Nonemployee Directors Stock Incentive Program Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit10.2 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended June30, 2013) *10.18 Edwards Lifesciences Corporation Form of Nonemployee Directors Stock Incentive Program Restricted Stock Units Agreement (incorporated by reference to Exhibit10.4 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended March31, 2011) *10.19 Edwards Lifesciences Corporation Form of Nonemployee Directors Stock Incentive Program Restricted Stock Agreement (incorporated by reference to Exhibit10.5 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended March31, 2011) *10.20 Edwards Lifesciences Corporation Severance Pay Plan, restated effective January1, 2013 (incorporated by reference to Exhibit10.1 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended March31, 2013) *10.21 Amendment No. 1 to the Edwards Lifesciences Corporation Severance Pay Plan, dated February 24, 2017 (incorporated by reference to Exhibit 10.5 in Edwards Lifesciences' report on Form 10-Q for the quarterly period ended March 31, 2017) *10.22 Amendment No. 2 to the Edwards Lifesciences Corporation Severance Pay Plan, dated April 26, 2017 (incorporated by reference to Exhibit 10.2 in Edwards Lifesciences' report on Form 10-Q for the quarterly period ended June 30, 2017) *10.23 Edwards Lifesciences Corporation Executive Deferred Compensation Plan, as amended and restated effective November9, 2011 (incorporated by reference to Exhibit10.7 in Edwards Lifesciences' report on Form10-K for the fiscal year ended December31, 2011) *10.24 Edwards Lifesciences Technology SARL Retirement Savings Plan (formerly known as the Edwards Lifesciences Corporation of Puerto Rico Savings and Investment Plan), as amended and restated January1, 2011 (incorporated by reference to Exhibit10.17 in Edwards Lifesciences' report on Form10-K for the fiscal year ended December31, 2012) *10.25 Amendment No. 1 to the Edwards Lifesciences Technology SARL Retirement Savings Plan (formerly known as the Edwards Lifesciences Corporation of Puerto Rico Savings and Investment Plan), dated June 25, 2013 (incorporated by reference to Exhibit 10.3 in Edwards Lifesciences' report on Form 10-Q for the quarterly period ended March 31, 2017) *10.26 Amendment No. 2 to the Edwards Lifesciences Technology SARL Retirement Savings Plan (formerly known as the Edwards Lifesciences Corporation of Puerto Rico Savings and Investment Plan), dated February 24, 2017 (incorporated by reference to Exhibit 10.4 in Edwards Lifesciences' report on Form 10-Q for the quarterly period ended March 31, 2017) *10.27 Amendment No. 3 to the Edwards Lifesciences Technology SARL Retirement Savings Plan (formerly known as the Edwards Lifesciences Corporation of Puerto Rico Savings and Investment Plan), dated February 14, 2018 *10.28 Edwards Lifesciences Corporation 401(k) Savings and Investment Plan, restated effective January1, 2016 (incorporated by reference to Exhibit10.2 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended March 31, 2016) *10.29 Amendment No. 1 to the Edwards Lifesciences Corporation 401(k) Savings and Investment Plan, dated May 2, 2016 (incorporated by reference to Exhibit10.1 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended June 30, 2016) *10.30 Amendment No. 2 to the Edwards Lifesciences Corporation 401(k) Savings and Investment Plan, dated December 19, 2016 (incorporated by reference to Exhibit 10.24 in Edwards Lifesciences' report on Form 10-K for the fiscal year ended December 31, 2016 *10.31 Amendment No. 3 to the Edwards Lifesciences Corporation 401(k) Savings and Investment Plan, dated February 24, 2017 (incorporated by reference to Exhibit10.1 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended March 31, 2017) *10.32 Amendment No. 4 to the Edwards Lifesciences Corporation 401(k) Savings and Investment Plan, dated February 24, 2017 (incorporated by reference to Exhibit10.2 in Edwards Lifesciences' report on Form10-Q for the quarterly period ended March 31, 2017) *10.33 Amendment No. 5 to the Edwards Lifesciences Corporation 401(k) Savings and Investment Plan, dated October 27, 2017 *10.34 Amendment No. 6 to the Edwards Lifesciences Corporation 401(k) Savings and Investment Plan, dated December 19, 2017 *10.35 Amendment No. 7 to the Edwards Lifesciences Corporation 401(k) Savings and Investment Plan, dated December 19, 2017 *10.38 Edwards Lifesciences Corporation Officer Perquisite Program Guidelines, as of February20, 2013 (incorporated by reference to Exhibit10.25 in Edwards Lifesciences' report on Form10-K for the fiscal year ended December31, 2012) *10.39 Edwards Lifesciences Corporation Form of Indemnification Agreement (incorporated by reference to Exhibit10.20 in Edwards Lifesciences' report on Form10-K for the fiscal year ended December31, 2011) 12.1 Ratio of Earnings to Fixed Charges 21.1 Subsidiaries of Edwards Lifesciences Corporation 23 Consent of Independent Registered Public Accounting Firm 31.1 Certification Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.2 Certification Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32 Certification Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002