EW 10-K Annual Report Dec. 31, 2022 | Alphaminr
Edwards Lifesciences Corp

EW 10-K Fiscal year ended Dec. 31, 2022

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. [reserved]Item 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 InformationItem 9C. Information Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 filed on May17, 2013) 3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Edwards Lifesciences Corporation, dated May 7, 2020 (incorporated by reference to Exhibit 3.1 in Edwards Lifesciences report on Form 8-K filed on May 8, 2020) 3.3 Bylaws of Edwards Lifesciences Corporation, as amended and restated as of July 15, 2021 (incorporated by reference to Exhibit 3.1 in Edwards Lifesciences' report on Form 8-K filed on July 15, 2021) 4.2 Description of Edwards Lifesciences Corporation's Capital Stock(incorporated by reference to Exhibit 4.2 in Edwards Lifesciences' report on Form 10-Kfor the fiscal year ended December 31, 2022) 4.3 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") 4.4 Second Supplemental Indenture, dated as of June 15, 2018, to the Indenture (incorporated by reference to Exhibit4.2 in Edwards Lifesciences' report on Form8-K filed on June15, 2018) ("Second Supplemental Indenture") 4.5 Form of Global Note for the 4.300% Senior Notes due 2028 (incorporated by reference to ExhibitA in the Second Supplemental Indenture filed as Exhibit4.2 in Edwards Lifesciences' report on Form8-K filed on June 15, 2018) 10.1 Five-Year Credit Agreement, dated as of July 15, 2022, among Edwards Lifesciences Corporation and certain of its subsidiaries, as Borrowers, the lenders signatory thereto, Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit10.1 in Edwards Lifesciences' report on Form8-K filed on July 21, 2022) #10.2 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) *10.3 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) *10.4 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) *10.5 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) *10.6 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) *10.7 Description of Severance Benefits for Mr. Jean-Luc Lemercier (incorporated by reference to Exhibit 10.1 in Edwards Lifesciences'report on Form 10-Q for the quarterly period ended March 31, 2021) *10.8 Edwards Lifesciences Corporation 2018 Edwards Incentive Plan (incorporated by reference to Exhibit 10.7 in Edwards Lifesciences' report on Form 10-K for the fiscal year ended December 31, 2018) *10.9 Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program, as amended and restated as of May 7, 2020 (incorporated by reference to Exhibit 10.1 in Edwards Lifesciences' report on Form 10-Q for the quarterly period ended June 30, 2020) *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 Long-Term Stock Incentive Compensation Program Global Nonqualified Stock Option Award Agreement for awards granted beginning May 2015 (incorporated by reference to Exhibit 10.11 in Edwards Lifesciences' report on Form 10-K for the fiscal year ended December 31, 2022) *10.12 Edwards Lifesciences Corporation Form of Long-Term Stock Incentive Compensation Program Global Restricted Stock Unit Award Agreement for awards granted beginning May 2015(incorporated by reference to Exhibit 10.12in Edwards Lifesciences' report on Form 10-K for the fiscal year ended December 31, 2022) *10.13 Edwards Lifesciences Corporation Form of Long-Term Stock Incentive Compensation Program Global Performance-Based Restricted Stock Unit Award Agreement for awards granted beginning May 2015(incorporated by reference to Exhibit 10.13in Edwards Lifesciences' report on Form 10-K for the fiscal year ended December 31, 2022) *10.14 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) *10.15 Edwards Lifesciences Corporation 2020 Nonemployee Directors Stock Incentive Program(incorporated by reference to Exhibit 10.15in Edwards Lifesciences' report on Form 10-K for the fiscal year ended December 31, 2022) *10.16 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 Exhibit 10.16in Edwards Lifesciences' report on Form 10-K for the fiscal year ended December 31, 2022) *10.17 Edwards Lifesciences Corporation Form of Nonemployee Directors Stock Incentive Program Restricted Stock Units Agreement(incorporated by reference to Exhibit 10.17in Edwards Lifesciences' report on Form 10-K for the fiscal year ended December 31, 2022) *10.18 Edwards Lifesciences Corporation Form of Nonemployee Directors Stock Incentive Program Restricted Stock Agreement(incorporated by reference to Exhibit 10.18in Edwards Lifesciences' report on Form 10-K for the fiscal year ended December 31, 2022) *10.19 Edwards Lifesciences Corporation Executive Deferred Compensation Plan, as amended and restated effective as of November9, 2011 (incorporated by reference to Exhibit10.7 in Edwards Lifesciences' report on Form10-K for the fiscal year ended December31, 2011) *10.20 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) *10.21 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) 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