Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 31, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Edwards Lifesciences Corp | ' |
Entity Central Index Key | '0001099800 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 109,406,527 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONSOLIDATED_CONDENSED_BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $471 | $310.90 |
Short-term investments | 286.6 | 210.5 |
Accounts and other receivables, net of allowances of $5.1 and $5.6, respectively | 327.8 | 347.5 |
Inventories (Note 3) | 313.9 | 281 |
Deferred income taxes | 41.3 | 43.4 |
Prepaid expenses | 46.6 | 41.6 |
Other current assets | 83.2 | 57 |
Total current assets | 1,570.40 | 1,291.90 |
Long-term accounts receivable, net of allowances of $6.8 and $6.4, respectively | 11.1 | 9.9 |
Property, plant and equipment, net | 409 | 373.3 |
Goodwill | 383.8 | 384.7 |
Other intangible assets, net (Note 4) | 63.1 | 67 |
Investments in unconsolidated affiliates (Note 5) | 20.7 | 21.1 |
Deferred income taxes | 41.5 | 47.3 |
Other assets | 31 | 26.3 |
Total assets | 2,530.60 | 2,221.50 |
Current liabilities | ' | ' |
Accounts payable and accrued liabilities | 335.1 | 347.4 |
Long-term debt (Note 6) | 532.1 | 189.3 |
Other long-term liabilities | 226 | 205.5 |
Commitments and contingencies (Note 12) | ' | ' |
Stockholders' equity | ' | ' |
Preferred stock, $.01 par value, authorized 50.0 shares, no shares outstanding | ' | ' |
Common stock, $1.00 par value, 350.0 shares authorized, 125.7 and 124.2 shares issued, and 109.4 and 114.3 shares outstanding, respectively | 125.7 | 124.2 |
Additional paid-in capital | 618 | 489 |
Retained earnings | 1,969.80 | 1,653.90 |
Accumulated other comprehensive loss | -42.9 | -37.9 |
Treasury stock, at cost, 16.3 and 9.9 shares, respectively | -1,233.20 | -749.9 |
Total stockholders' equity | 1,437.40 | 1,479.30 |
Total liabilities and stockholders' equity | $2,530.60 | $2,221.50 |
CONSOLIDATED_CONDENSED_BALANCE1
CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, except Per Share data, unless otherwise specified | ||
CONSOLIDATED CONDENSED BALANCE SHEETS | ' | ' |
Accounts and other receivables, allowances (in dollars) | $5.10 | $5.60 |
Long-term accounts receivable, allowances (in dollars) | $6.80 | $6.40 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, authorized shares | 50 | 50 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $1 | $1 |
Common stock, shares authorized | 350 | 350 |
Common stock, shares issued | 125.7 | 124.2 |
Common stock, shares outstanding | 109.4 | 114.3 |
Treasury stock, shares | 16.3 | 9.9 |
CONSOLIDATED_CONDENSED_STATEME
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS | ' | ' | ' | ' |
Net sales | $495.60 | $447.90 | $1,509.50 | $1,389.10 |
Cost of goods sold | 129.7 | 111.7 | 376.9 | 368.8 |
Gross profit | 365.9 | 336.2 | 1,132.60 | 1,020.30 |
Selling, general and administrative expenses | 180.5 | 167.8 | 555.1 | 527.4 |
Research and development expenses | 84.1 | 73.8 | 244.4 | 216.4 |
Special (gains) charges (Note 2) | ' | ' | -83.6 | 7 |
Interest expense (income), net | 1 | -0.3 | 1.2 | -0.4 |
Other expense, net | 0.4 | 1.5 | 1.7 | 1 |
Income before provision for income taxes | 99.9 | 93.4 | 413.8 | 268.9 |
Provision for income taxes | 23 | 24.2 | 97.9 | 66.8 |
Net income | $76.90 | $69.20 | $315.90 | $202.10 |
Earnings per share: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.69 | $0.60 | $2.81 | $1.76 |
Diluted (in dollars per share) | $0.68 | $0.58 | $2.75 | $1.71 |
Weighted-average number of common shares outstanding: | ' | ' | ' | ' |
Basic (in shares) | 111 | 115.7 | 112.5 | 114.9 |
Diluted (in shares) | 112.9 | 119 | 114.7 | 118.4 |
CONSOLIDATED_CONDENSED_STATEME1
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME | ' | ' | ' | ' |
Net income | $76.90 | $69.20 | $315.90 | $202.10 |
Other comprehensive income (loss), net of tax (Note 13) | ' | ' | ' | ' |
Foreign currency translation adjustments | 18.9 | 23.5 | -0.7 | -0.6 |
Unrealized (loss) gain on cash flow hedges | -13.3 | -9.8 | -3.4 | 0.4 |
Unrealized (loss) gain on available-for-sale investments | -0.5 | 0.2 | -0.9 | 0.3 |
Reclassification of net realized investment loss to earnings | ' | ' | ' | 0.3 |
Other comprehensive income (loss) | 5.1 | 13.9 | -5 | 0.4 |
Comprehensive income | $82 | $83.10 | $310.90 | $202.50 |
CONSOLIDATED_CONDENSED_STATEME2
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities | ' | ' |
Net income | $315.90 | $202.10 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 49.9 | 42.2 |
Stock-based compensation (Note 10) | 35.9 | 31.3 |
Excess tax benefit from stock plans | -63.3 | -39 |
Deferred income taxes | 1.4 | 1.1 |
Special charges (Note 2) | ' | 7 |
Other | 1.4 | 0.4 |
Changes in operating assets and liabilities: | ' | ' |
Accounts and other receivables, net | 9.2 | -4 |
Inventories | -41.3 | -23.9 |
Accounts payable and accrued liabilities | 33.3 | 6.8 |
Prepaid expenses and other current assets | 20.1 | 15.7 |
Other | -1.1 | 7.7 |
Net cash provided by operating activities | 361.4 | 247.4 |
Cash flows from investing activities | ' | ' |
Capital expenditures | -88.9 | -64.9 |
Purchases of short-term investments | -373.9 | -526.2 |
Proceeds from short-term investments | 302.8 | 488.1 |
(Investments in) proceeds from unconsolidated affiliates, net | -1.5 | 0.4 |
Investments in intangible assets | -0.6 | -7 |
Proceeds from sale of assets | 1 | 2.6 |
Investments in trading securities, net | -0.6 | -0.1 |
Other | -4.1 | 0.9 |
Net cash used in investing activities | -165.8 | -106.2 |
Cash flows from financing activities | ' | ' |
Proceeds from issuance of debt | 705.1 | 237.9 |
Payments on debt | -359.8 | -211.6 |
Purchases of treasury stock | -474.2 | -166.3 |
Excess tax benefit from stock plans | 63.3 | 39 |
Proceeds from stock plans | 36.9 | 89.4 |
Equity forward contract related to accelerated share repurchase agreement (Note 11) | -22.7 | ' |
Other | 5.8 | 2.9 |
Net cash used in financing activities | -45.6 | -8.7 |
Effect of currency exchange rate changes on cash and cash equivalents | 10.1 | 2.1 |
Net increase in cash and cash equivalents | 160.1 | 134.6 |
Cash and cash equivalents at beginning of period | 310.9 | 171.2 |
Cash and cash equivalents at end of period | $471 | $305.80 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2013 | |
BASIS OF PRESENTATION | ' |
BASIS OF PRESENTATION | ' |
1. BASIS OF PRESENTATION | |
The accompanying interim consolidated condensed financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the consolidated financial statements and notes included in Edwards Lifesciences Corporation's Annual Report on Form 10-K for the year ended December 31, 2012. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles ("GAAP") have been condensed or omitted. | |
In the opinion of management of Edwards Lifesciences Corporation ("Edwards Lifesciences" or the "Company"), the interim consolidated condensed financial statements reflect all adjustments considered necessary for a fair statement of the interim periods. All such adjustments are of a normal, recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. | |
Recently Adopted Accounting Standards | |
In December 2011, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting guidance on disclosures about offsetting assets and liabilities. The guidance requires an entity to disclose both gross and net information about financial instruments and derivative instruments that are eligible for offset in the consolidated balance sheet or subject to an enforceable master netting arrangement or similar agreement. In January 2013, the FASB clarified that this guidance applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the accounting guidance or subject to a master netting arrangement or similar agreement. The guidance was effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company has provided the information required by this guidance in Note 8. | |
In July 2012, the FASB issued an amendment to the accounting guidance on intangible assets to permit an entity to first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived asset is impaired as a basis for determining whether it is necessary to calculate the fair value of the indefinite-lived asset and perform the quantitative impairment test by comparing the fair value with the carrying amount. The guidance was effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company will consider the use of the qualitative factors when it performs its next impairment test or upon a triggering event. | |
In February 2013, the FASB issued an amendment to the accounting guidance on reporting amounts reclassified out of accumulated other comprehensive income. The guidance requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassed is required to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. The guidance was effective prospectively for reporting periods beginning after December 15, 2012, and interim periods within those annual periods. The Company has provided the information required by this guidance in Note 13. | |
New Accounting Standards Not Yet Adopted | |
In June 2013, the FASB issued an amendment to the accounting guidance on income taxes impacting the presentation of unrecognized tax benefits. The guidance requires an entity to net its unrecognized tax benefits against the deferred tax assets for all same jurisdiction net operating loss or similar tax loss carryforwards, or tax credit carryforwards. The guidance is effective for annual reporting periods beginning after December 15, 2013 and interim periods therein. The Company does not expect the adoption of this guidance will have a material impact on its consolidated financial statements. | |
SPECIAL_GAINS_CHARGES
SPECIAL (GAINS) CHARGES | 9 Months Ended |
Sep. 30, 2013 | |
SPECIAL (GAINS) CHARGES | ' |
SPECIAL (GAINS) CHARGES | ' |
2. SPECIAL (GAINS) CHARGES | |
Litigation Award | |
In February 2013, the Company received $83.6 million from Medtronic, Inc. in satisfaction of the April 2010 jury award of damages for infringement of the U.S. Andersen transcatheter heart valve patent, including accrued interest. See Note 12 for additional information. | |
Licensing of Intellectual Property | |
In April 2012, the Company obtained an exclusive license to a suturing device for minimally invasive surgery applications. The intellectual property is under development and there is uncertainty as to whether the product will ultimately be approved. The Company recorded a charge of $2.0 million related to the upfront licensing and royalty fees. | |
In June 2012, the Company obtained a co-exclusive sublicense to intellectual property related to processing tissue and implanting cardiovascular valves. The intellectual property is under development and there is uncertainty as to whether the product will ultimately be approved. The Company recorded a charge of $5.0 million related to the upfront licensing fee. | |
INVENTORIES
INVENTORIES | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
INVENTORIES | ' | |||||||
INVENTORIES | ' | |||||||
3. INVENTORIES | ||||||||
Inventories consisted of the following (in millions): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Raw materials | $ | 61.1 | $ | 49.5 | ||||
Work in process | 70.3 | 58.8 | ||||||
Finished products | 182.5 | 172.7 | ||||||
$ | 313.9 | $ | 281 | |||||
OTHER_INTANGIBLE_ASSETS
OTHER INTANGIBLE ASSETS | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
OTHER INTANGIBLE ASSETS | ' | |||||||||||||||||||
OTHER INTANGIBLE ASSETS | ' | |||||||||||||||||||
4. OTHER INTANGIBLE ASSETS | ||||||||||||||||||||
Other intangible assets consisted of the following (in millions): | ||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||
Cost | Accumulated | Net | Cost | Accumulated | Net | |||||||||||||||
Amortization | Carrying | Amortization | Carrying | |||||||||||||||||
Value | Value | |||||||||||||||||||
Amortizable intangible assets | ||||||||||||||||||||
Patents | $ | 218.3 | $ | (176.6 | ) | $ | 41.7 | $ | 211.2 | $ | (167.3 | ) | $ | 43.9 | ||||||
Developed technology | 41.7 | (34.5 | ) | 7.2 | 41.3 | (33.0 | ) | 8.3 | ||||||||||||
Other | 10.7 | (7.7 | ) | 3 | 10.6 | (6.8 | ) | 3.8 | ||||||||||||
270.7 | (218.8 | ) | 51.9 | 263.1 | (207.1 | ) | 56 | |||||||||||||
Unamortizable intangible assets | ||||||||||||||||||||
In-process research and development | 11.2 | — | 11.2 | 11 | — | 11 | ||||||||||||||
$ | 281.9 | $ | (218.8 | ) | $ | 63.1 | $ | 274.1 | $ | (207.1 | ) | $ | 67 | |||||||
The net carrying value of patents includes $22.2 million of capitalized legal costs related to the defense and enforcement of issued patents and trademarks for which success is deemed probable as of September 30, 2013. | ||||||||||||||||||||
Amortization expense related to other intangible assets was $4.0 million and $3.5 million for the three months ended September 30, 2013 and 2012, respectively, and $11.6 million and $10.1 million for the nine months ended September 30, 2013 and 2012, respectively. Estimated amortization expense for each of the years ending December 31 is as follows (in millions): | ||||||||||||||||||||
2013 | $ | 15.6 | ||||||||||||||||||
2014 | 14.9 | |||||||||||||||||||
2015 | 13.7 | |||||||||||||||||||
2016 | 13.3 | |||||||||||||||||||
2017 | 3.1 | |||||||||||||||||||
The Company expenses costs incurred to renew or extend the term of acquired intangible assets. | ||||||||||||||||||||
INVESTMENTS_IN_UNCONSOLIDATED_
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | ' | |||||||
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | ' | |||||||
5. INVESTMENTS IN UNCONSOLIDATED AFFILIATES | ||||||||
The Company has a number of equity investments in privately and publicly held companies. Investments in these unconsolidated affiliates are as follows: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(in millions) | ||||||||
Available-for-sale investments | ||||||||
Cost | $ | 0.4 | $ | 0.4 | ||||
Unrealized gains | 0.6 | 1.6 | ||||||
Fair value of available-for-sale investments | 1 | 2 | ||||||
Equity method investments | ||||||||
Cost | 13.7 | 13.3 | ||||||
Equity in losses | (2.9 | ) | (1.8 | ) | ||||
Carrying value of equity method investments | 10.8 | 11.5 | ||||||
Cost method investments | ||||||||
Carrying value of cost method investments | 8.9 | 7.6 | ||||||
Total investments in unconsolidated affiliates | $ | 20.7 | $ | 21.1 | ||||
There were no sales of available-for-sale investments during the nine months ended September 30, 2013. For the nine months ended September 30, 2012, proceeds from sales of available-for-sale investments were $2.1 million, and the Company realized pre-tax gains from these sales of $0.4 million. | ||||||||
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2013 | |
DEBT | ' |
DEBT | ' |
6. DEBT | |
On June 13, 2013, the Company amended its Four-Year Credit Agreement ("Credit Facility") to increase the aggregate borrowings provided under the Credit Facility to $750.0 million. Additional issuance costs of $0.5 million that were incurred due to the amendment are being amortized to interest expense over the remaining term of the Credit Facility, which matures on July 29, 2015. As of September 30, 2013, borrowings of $532.1 million were outstanding under the Credit Facility and have been classified as long-term obligations as these borrowings were expected to be refinanced through the issuance of long-term notes payable. See Note 17 for additional information. | |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
FAIR VALUE MEASUREMENTS | ' | |||||||||||||
FAIR VALUE MEASUREMENTS | ' | |||||||||||||
7. FAIR VALUE MEASUREMENTS | ||||||||||||||
The consolidated condensed 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, bank time deposits, accounts and other receivables, investments in unconsolidated affiliates, 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. | ||||||||||||||
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. | ||||||||||||||
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 (in millions): | ||||||||||||||
September 30, 2013 | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets | ||||||||||||||
Investments held for executive deferred compensation plan | $ | 14.4 | $ | — | $ | — | $ | 14.4 | ||||||
Investments in unconsolidated affiliates | 1 | — | — | 1 | ||||||||||
Derivatives | — | 13.2 | — | 13.2 | ||||||||||
$ | 15.4 | $ | 13.2 | $ | — | $ | 28.6 | |||||||
Liabilities | ||||||||||||||
Derivatives | $ | — | $ | 10.8 | $ | — | $ | 10.8 | ||||||
Executive deferred compensation plan | 14.7 | — | — | 14.7 | ||||||||||
$ | 14.7 | $ | 10.8 | $ | — | $ | 25.5 | |||||||
December 31, 2012 | ||||||||||||||
Assets | ||||||||||||||
Investments held for executive deferred compensation plan | $ | 12.7 | $ | — | $ | — | $ | 12.7 | ||||||
Investments in unconsolidated affiliates | 2 | — | — | 2 | ||||||||||
Derivatives | — | 5.7 | — | 5.7 | ||||||||||
$ | 14.7 | $ | 5.7 | $ | — | $ | 20.4 | |||||||
Liabilities | ||||||||||||||
Executive deferred compensation plan | $ | 12.4 | $ | — | $ | — | $ | 12.4 | ||||||
Executive Deferred Compensation Plan | ||||||||||||||
The Company holds investments in trading securities related to its executive deferred compensation plan. The investments are in a variety of stock and bond mutual funds. The fair values of these investments and the corresponding liabilities are based on quoted market prices and are categorized as Level 1. | ||||||||||||||
Investments in Unconsolidated Affiliates | ||||||||||||||
Investments in unconsolidated affiliates are long-term equity investments in companies that are in various stages of development. Certain of the Company's investments in unconsolidated affiliates are designated as available-for-sale. These investments are carried at fair market value based on quoted market prices and are categorized as Level 1. | ||||||||||||||
Derivative Instruments | ||||||||||||||
The Company uses derivative financial instruments in the form of foreign currency forward exchange contracts to manage foreign currency exposures. All derivatives contracts are recognized on the balance sheet at their fair value. The fair value for derivatives is determined based on quoted foreign currency exchange rates discounted to present as appropriate. The valuation procedures are based upon well recognized financial principles. Although readily observable data is used in the valuations, different valuation methods could have an effect on the estimated fair value. The derivative instruments are categorized as Level 2. | ||||||||||||||
DERIVATIVE_INSTRUMENTS_AND_HED
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | ' | |||||||||||||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | ' | |||||||||||||||||||
8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | ||||||||||||||||||||
The Company uses derivative financial instruments to manage its currency exchange rate risk as summarized below. Notional amounts are stated in United States dollar equivalents at spot exchange rates at the respective dates. As of September 30, 2013 and December 31, 2012, the Company held foreign currency forward exchange contracts with notional amounts of $790.1 million and $779.0 million, respectively. | ||||||||||||||||||||
The Company uses foreign currency forward exchange contracts to offset the changes due to currency rate movements in the amount of future cash flows associated with intercompany transactions and certain third-party expenses expected to occur within the next 13 months. These foreign currency forward exchange contracts are designated as cash flow hedges. Certain of the Company's locations have assets and liabilities denominated in currencies other than their functional currencies resulting from intercompany and third-party transactions. The Company uses foreign currency forward exchange contracts that are not designated as hedging instruments to offset the transaction gains and losses associated with certain of these assets and liabilities. All foreign currency forward exchange contracts are denominated in currencies of major industrial countries, principally the Euro and the Japanese yen. It is the Company's policy not to enter into derivative financial instruments for speculative purposes. | ||||||||||||||||||||
All derivative financial instruments are recognized at fair value in the consolidated condensed balance sheets. The Company reports in "Accumulated Other Comprehensive Loss" the effective portion of 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 period in which the underlying hedged transactions affect earnings. Any hedge ineffectiveness (which represents the amount by which the changes in the fair value of the derivative exceed the variability in the cash flows of the forecasted transaction) is recorded in current period earnings. For the nine months ended September 30, 2013 and 2012, the Company did not record any gains or losses due to hedge ineffectiveness. The gains and losses on derivative financial instruments for which the Company does not elect hedge accounting treatment are recognized in the consolidated condensed statements of operations in each period based upon the change in the fair value of the derivative financial instrument. Cash flows from derivative financial instruments are reported as operating activities in the consolidated condensed statements of cash flows. | ||||||||||||||||||||
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 following table presents the location and fair value amounts of derivative instruments reported in the consolidated condensed balance sheets (in millions): | ||||||||||||||||||||
Fair Value | ||||||||||||||||||||
Derivatives designated as hedging instruments | Balance Sheet | September 30, | December 31, | |||||||||||||||||
Location | 2013 | 2012 | ||||||||||||||||||
Assets | ||||||||||||||||||||
Foreign currency contracts | Other current assets | $ | 13.2 | $ | 5.7 | |||||||||||||||
Liabilities | ||||||||||||||||||||
Foreign currency contracts | Accrued liabilities | $ | 10.8 | $ | — | |||||||||||||||
The following table presents the effect of master-netting agreements and rights of offset on the consolidated condensed balance sheets (in millions): | ||||||||||||||||||||
Gross Amounts Not | ||||||||||||||||||||
Offset in the | ||||||||||||||||||||
Gross | Consolidated Balance | |||||||||||||||||||
Amounts | Sheet | |||||||||||||||||||
Offset in | ||||||||||||||||||||
Consolidated | Net Amounts | |||||||||||||||||||
Balance Sheet | Presented in the | |||||||||||||||||||
Consolidated | ||||||||||||||||||||
September 30, 2013 | Gross | Balance Sheet | Financial | Cash | Net | |||||||||||||||
Amounts(a) | Instruments | Collateral | Amount | |||||||||||||||||
Received | ||||||||||||||||||||
Derivative Assets | ||||||||||||||||||||
Foreign currency contracts | $ | 13.2 | $ | — | $ | 13.2 | $ | (5.2 | ) | $ | — | $ | 8 | |||||||
Derivative Liabilities | ||||||||||||||||||||
Foreign currency contracts | $ | 10.8 | $ | — | $ | 10.8 | $ | (5.2 | ) | $ | — | $ | 5.6 | |||||||
December 31, 2012 | ||||||||||||||||||||
Derivative Assets | ||||||||||||||||||||
Foreign currency contracts | $ | 10.9 | $ | (5.2 | ) | $ | 5.7 | $ | — | $ | — | $ | 5.7 | |||||||
Derivative Liabilities | ||||||||||||||||||||
Foreign currency contracts | $ | 5.2 | $ | (5.2 | ) | $ | — | $ | — | $ | — | $ | — | |||||||
(a) | ||||||||||||||||||||
The gross amounts presented as of December 31, 2012 do not include derivative assets of $3.8 million, and derivative liabilities of $3.8 million as these derivatives were not subject to a master-netting arrangement and did not have rights of offset. | ||||||||||||||||||||
The following tables present the effect of derivative instruments on the consolidated condensed statements of operations and consolidated condensed statements of comprehensive income (in millions): | ||||||||||||||||||||
Amount of Gain or (Loss) | Amount of Gain or (Loss) | |||||||||||||||||||
Recognized in OCI | Reclassified from | |||||||||||||||||||
on Derivative | Accumulated OCI | |||||||||||||||||||
(Effective Portion) | into Income | |||||||||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||||||||
September 30, | Location of Gain or | September 30, | ||||||||||||||||||
(Loss) Reclassified from | ||||||||||||||||||||
Accumulated OCI | ||||||||||||||||||||
Derivatives in cash flow hedging | 2013 | 2012 | into Income | 2013 | 2012 | |||||||||||||||
relationships | ||||||||||||||||||||
Foreign currency contracts | $ | (14.4 | ) | $ | (9.5 | ) | Cost of goods sold | $ | 7.3 | $ | 6.2 | |||||||||
Amount of Gain or (Loss) | Amount of Gain or (Loss) | |||||||||||||||||||
Recognized in OCI | Reclassified from | |||||||||||||||||||
on Derivative | Accumulated OCI | |||||||||||||||||||
(Effective Portion) | into Income | |||||||||||||||||||
Nine Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, | Location of Gain or | September 30, | ||||||||||||||||||
(Loss) Reclassified from | ||||||||||||||||||||
Accumulated OCI | ||||||||||||||||||||
Derivatives in cash flow hedging | 2013 | 2012 | into Income | 2013 | 2012 | |||||||||||||||
relationships | ||||||||||||||||||||
Foreign currency contracts | $ | 13.3 | $ | 3.9 | Cost of goods sold | $ | 18.3 | $ | 3.5 | |||||||||||
Amount of Gain or (Loss) | ||||||||||||||||||||
Recognized in Income on | ||||||||||||||||||||
Derivative | ||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||
Location of Gain or (Loss) | September 30, | |||||||||||||||||||
Recognized in Income on | ||||||||||||||||||||
Derivatives not designated as hedging | Derivative | 2013 | 2012 | |||||||||||||||||
instruments | ||||||||||||||||||||
Foreign currency contracts | Other expense, net | $ | (0.3 | ) | $ | (3.5 | ) | |||||||||||||
Amount of Gain or (Loss) | ||||||||||||||||||||
Recognized in Income on | ||||||||||||||||||||
Derivative | ||||||||||||||||||||
Nine Months Ended | ||||||||||||||||||||
Location of Gain or (Loss) | September 30, | |||||||||||||||||||
Recognized in Income on | ||||||||||||||||||||
Derivatives not designated as hedging | Derivative | 2013 | 2012 | |||||||||||||||||
instruments | ||||||||||||||||||||
Foreign currency contracts | Other expense, net | $ | 14.1 | $ | (3.0 | ) | ||||||||||||||
The Company expects that during the next twelve months it will reclassify to earnings a $3.6 million gain currently recorded in "Accumulated Other Comprehensive Loss." | ||||||||||||||||||||
DEFINED_BENEFIT_PLANS
DEFINED BENEFIT PLANS | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
DEFINED BENEFIT PLANS | ' | |||||||||||||
DEFINED BENEFIT PLANS | ' | |||||||||||||
9. DEFINED BENEFIT PLANS | ||||||||||||||
The components of net periodic benefit cost for the three and nine months ended September 30, 2013 and 2012 were as follows (in millions): | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Service cost | $ | 2 | $ | 1.8 | $ | 5.9 | $ | 5.4 | ||||||
Interest cost | 0.5 | 0.6 | 1.5 | 1.8 | ||||||||||
Expected return on plan assets | (0.3 | ) | (0.4 | ) | (0.9 | ) | (1.1 | ) | ||||||
Amortization of actuarial loss, prior service credit and other | 0.2 | 0.2 | 0.7 | 0.5 | ||||||||||
Net periodic benefit cost | $ | 2.4 | $ | 2.2 | $ | 7.2 | $ | 6.6 | ||||||
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
STOCK-BASED COMPENSATION | ' | |||||||||||||
STOCK-BASED COMPENSATION | ' | |||||||||||||
10. STOCK-BASED COMPENSATION | ||||||||||||||
Stock-based compensation expense related to awards issued under the Company's incentive compensation plans for the three and nine months ended September 30, 2013 and 2012 was as follows (in millions): | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30 | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Cost of goods sold | $ | 1.6 | $ | 1.4 | $ | 4.5 | $ | 3.7 | ||||||
Selling, general and administrative expenses | 8.6 | 8 | 26.2 | 23.1 | ||||||||||
Research and development expenses | 1.7 | 1.5 | 5.2 | 4.5 | ||||||||||
Total stock-based compensation expense | $ | 11.9 | $ | 10.9 | $ | 35.9 | $ | 31.3 | ||||||
At September 30, 2013, the total remaining compensation cost related to nonvested stock options, restricted stock units ("RSUs"), market-based restricted stock units ("MRSUs") and employee stock purchase plan ("ESPP") subscription awards amounted to $86.5 million, which will be amortized on a straight-line basis over the weighted-average remaining requisite service period of 31 months. | ||||||||||||||
During the nine months ended September 30, 2013, the Company granted 1.4 million stock options at a weighted-average exercise price of $71.51, and 0.2 million shares of RSUs at a weighted-average grant-date fair value of $72.25. The Company also granted 0.1 million shares of MRSUs at a weighted-average grant-date fair value of $49.78. The MRSUs vest 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 shareholder return relative to a selected industry peer group over a three-year performance period, and may range from 0 percent to 175 percent of the targeted number of shares granted. | ||||||||||||||
Fair Value Disclosures | ||||||||||||||
The fair value of the MRSUs 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 MRSUs granted during the nine months ended September 30, 2013 and 2012 included a risk-free interest rate of 0.4 percent and 0.3 percent, respectively, and an expected volatility rate of 33.4 percent and 30.4 percent, respectively. | ||||||||||||||
The Black-Scholes option pricing model was used with the following weighted-average assumptions for options granted during the following periods: | ||||||||||||||
Option Awards | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Risk-free interest rate | 1.4 | % | 0.6 | % | 0.8 | % | 0.7 | % | ||||||
Expected dividend yield | None | None | None | None | ||||||||||
Expected volatility | 30.8 | % | 31.2 | % | 30.7 | % | 31.3 | % | ||||||
Expected term (years) | 4.9 | 4.9 | 4.6 | 4.6 | ||||||||||
Fair value, per share | $ | 19.46 | $ | 29 | $ | 19.47 | $ | 23.92 | ||||||
The Black-Scholes option pricing model was used with the following weighted-average assumptions for ESPP subscriptions granted during the following periods: | ||||||||||||||
ESPP | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Risk-free interest rate | 0.1 | % | 0.2 | % | 0.1 | % | 0.1 | % | ||||||
Expected dividend yield | None | None | None | None | ||||||||||
Expected volatility | 30.2 | % | 36 | % | 33.4 | % | 33.2 | % | ||||||
Expected term (years) | 0.6 | 0.6 | 0.6 | 0.6 | ||||||||||
Fair value, per share | $ | 16.05 | $ | 26.9 | $ | 20.31 | $ | 21.3 |
ACCELERATED_SHARE_REPURCHASE
ACCELERATED SHARE REPURCHASE | 9 Months Ended |
Sep. 30, 2013 | |
ACCELERATED SHARE REPURCHASE | ' |
ACCELERATED SHARE REPURCHASE | ' |
11. ACCELERATED SHARE REPURCHASE | |
In August 2013, the Company entered into an accelerated share repurchase ("ASR") agreement with a bank. The ASR agreement provides 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 agreement, less a discount, and is subject to collar provisions that establish minimum and maximum number of shares to be repurchased. In August 2013, under the terms of the ASR agreement, the Company paid $250.0 million and received an initial delivery of 3.1 million shares, representing the minimum number of shares to be repurchased under the agreement. The initial shares were valued at $72.39 per share based on the VWAP of the Company's common stock on August 23, 2013, which was the date the major terms of the ASR agreement were finalized, and represented approximately 90 percent of the total contract value. At the conclusion of the ASR agreement, the Company may receive additional shares, resulting in up to a maximum of 3.8 million shares. If the agreement had been settled on September 30, 2013, the bank would have been required to deliver 0.5 million additional shares based on an average VWAP, less the discount, of $69.54 per share for the period August 26 through September 30, 2013. The ASR agreement has a termination date of December 17, 2013, although the termination date may be accelerated at the bank's option. | |
The ASR agreement was accounted for as two separate transactions: (a) 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 (b) the remaining amount of the purchase price paid was recorded as a forward contract indexed to the Company's own common stock and was recorded in "Additional Paid-in Capital" on the consolidated condensed balance sheet. 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 contract indexed to the Company's common stock met all the applicable criteria for equity classification and, therefore, was not accounted for as a derivative instrument. | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2013 | |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | ' |
12. COMMITMENTS AND CONTINGENCIES | |
In February 2008, Edwards Lifesciences filed a lawsuit against CoreValve, Inc. in the U.S. District Court for the District of Delaware alleging that its ReValving System infringes three of Edwards' U.S. Andersen patents, later narrowed to one patent ("the '552 patent"). Medtronic, Inc. ("Medtronic") acquired CoreValve, Inc. ("Medtronic CoreValve") in April 2009. In April 2010, a federal jury found the '552 patent to be valid and found that Medtronic CoreValve willfully infringes it. The jury also awarded Edwards $73.9 million in damages. In February 2011, the District Court reaffirmed the jury decision and ruled that Edwards is entitled to recover additional damages due to Medtronic CoreValve's continued infringing sales from the trial through the life of the patent, plus interest. In the same ruling, the court denied Edwards' motions for a permanent injunction, as well as its motion for increased damages relating to Medtronic CoreValve's willful infringement. In November 2012, the U.S. Court of Appeals for the Federal Circuit affirmed the April 2010 federal jury decision that Medtronic CoreValve is willfully infringing the '552 patent and ordered the trial court to reconsider Edwards' request for a permanent injunction that would prohibit the manufacture or sale of the CoreValve System in the United States. The Court of Appeals also affirmed the validity of the '552 patent and the federal jury's verdict awarding an initial payment of $73.9 million in damages to Edwards, which covers infringement through early 2010. In February 2013, the Court of Appeals issued a mandate affirming the judgment of the District Court and directing it to reconsider its prior denial of Edwards' request for a permanent injunction and to assess additional damages for the period after the date of the jury award. In February 2013, Edwards received a payment of $83.6 million from Medtronic in satisfaction of the April 2010 jury award of damages for infringement, including accrued interest, through April 2010. Proceedings continue before the District Court regarding the permanent injunction and the additional damages. In October 2013, the U.S. Supreme Court denied Medtronic's request for review of the Court of Appeals decision. | |
A second lawsuit is pending in the same District Court against Medtronic CoreValve and Medtronic alleging infringement of three of Edwards' U.S. Andersen patents. In July 2013, the District Court dismissed one of the patents from the lawsuit based on the outcome of reexamination proceedings at the United States Patent and Trademark Office ("USPTO"). | |
In May 2012, the USPTO granted Medtronic's fourth request to reexamine the validity of the claim of the '552 patent and in February 2013 confirmed the validity of that patent. | |
In June 2011, Medtronic filed a lawsuit in the U.S. District Court for the District of Minnesota alleging that certain surgical valve holders and a surgical embolic filter device infringe its patents. Edwards counterclaimed against Medtronic, alleging that the Medtronic Contour 3D annuloplasty ring infringes an Edwards ring patent. Edwards subsequently added two more patents to its counterclaim. In February and March 2012, the USPTO granted Edwards' requests to reexamine the validity of three of the four Medtronic patents involved in this lawsuit. | |
In June 2011, Medtronic CoreValve also filed another lawsuit in the U.S. District Court for the Central District of California alleging that the Edwards SAPIEN transcatheter heart valve infringes a Medtronic CoreValve patent. Edwards counterclaimed against Medtronic CoreValve and Medtronic, alleging that the Medtronic CoreValve heart valve infringes Edwards' U.S. Letac-Cribier transcatheter heart valve patent. Edwards' counterclaim was subsequently transferred to the U.S. District Court for the District of Delaware, where proceedings continue. In April 2012, the USPTO granted Edwards' request to reexamine the validity of the Medtronic CoreValve patent. In November 2012, the California court ruled that the Medtronic CoreValve patent is invalid and dismissed the lawsuit in favor of Edwards. Medtronic has filed an appeal. | |
In March 2012, Medtronic filed another lawsuit in the U.S. District Court for the Central District of California alleging that the methods of implanting the Edwards SAPIEN transcatheter heart valve in the United States infringe two Medtronic patents relating to methods of pacing the heart. | |
In August 2012, Edwards filed a lawsuit against Medtronic in the German District Court of Mannheim alleging that Medtronic's CoreValve and Evolut valves infringe two of Edwards' transcatheter valve patents. These patents were issued by the European Patent Office ("EPO") and were validated as national patents in various European countries, including Germany. In April 2013, Edwards added a third transcatheter valve patent to the lawsuit. An infringement hearing was held in April 2013 for one of the original patents, and the Court ruled that the Medtronic valves did not infringe that patent. Edwards has appealed this decision. The hearing for the second patent was held in May 2013 and the Court subsequently ruled that the Medtronic valves infringe that patent. The Court granted an injunction prohibiting the sale of CoreValve and Evolut systems in Germany, a recall of these products, and an accounting for past damages. The Court's decision requires Edwards to post a €50 million bond in order to enforce the decision. Edwards has posted this bond, which did not require any transfer or restriction of cash. The bond is a guarantee of Edwards' potential liability for damages incurred by Medtronic for lost sales of its valves during the injunction if the decision is reversed on appeal or the patents are held invalid. Edwards is currently not able to estimate the impact of the infringement decision. A hearing date for the third patent is scheduled for December 2013. Related oppositions on the validity of these patents are ongoing at the EPO. In the opposition to the second patent, the EPO issued a non-binding preliminary opinion in October 2013 outlining concerns about the validity of that patent. An EPO hearing for the opposition to the second patent is scheduled for March 2014. | |
On September 18, 2013 and October 24, 2013, persons purporting to represent a class of persons who purchased the common stock of Edwards between April 25, 2012 and April 23, 2013 filed lawsuits against Edwards and certain of its officers in the United States District Court for the Central District of California. The lawsuits allege that certain of Edwards' public statements concerning the projected sales and prospects of the SAPIEN transcatheter aortic heart valve were false and misleading and assert claims under Sections 10(b) and 20 of the Securities Exchange Act of 1934. Edwards believes that the lawsuits are without merit and intends to vigorously defend against the allegations. | |
In addition, Edwards Lifesciences is or may be a party to, or may otherwise be responsible for, pending or threatened lawsuits related primarily to products and services currently or formerly manufactured or performed, as applicable, by Edwards Lifesciences. Such cases and claims 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. Upon resolution of any such legal matter or other claim, Edwards Lifesciences may incur charges in excess of established reserves. The Company is not able to estimate the amount or range of any loss for legal contingencies for which there is no reserve or additional loss for matters already reserved. While any such charge could have a material adverse impact on Edwards Lifesciences' net income or cash flows in the period in which it is recorded or paid, management does not believe that any such charge relating to any currently pending lawsuit would have a material adverse effect on Edwards Lifesciences' financial position, results of operations or liquidity. | |
Edwards Lifesciences is subject to various environmental laws and regulations both within and outside of the United States. The operations of Edwards Lifesciences, 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 Edwards Lifesciences' financial position, results of operations or liquidity. | |
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE LOSS | ' | ||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE LOSS | ' | ||||||||||||||||
13. ACCUMULATED OTHER COMPREHENSIVE LOSS | |||||||||||||||||
Presented below is a summary of activity for each component of "Accumulated Other Comprehensive Loss" for the nine months ended September 30, 2013. | |||||||||||||||||
Foreign | Unrealized Gain | Unrealized Gain | Unrealized | Total | |||||||||||||
Currency | on Cash Flow | on Available-for-Sale | Pension | Accumulated | |||||||||||||
Translation | Hedges | Investments | Costs | Other | |||||||||||||
Adjustments | Comprehensive | ||||||||||||||||
Loss | |||||||||||||||||
(in millions) | |||||||||||||||||
December 31, 2012 | $ | (25.8 | ) | $ | 7 | $ | 1.4 | $ | (20.5 | ) | $ | (37.9 | ) | ||||
Other comprehensive (loss) income before reclassifications | (0.7 | ) | 13.3 | (1.0 | ) | — | 11.6 | ||||||||||
Amounts reclassified from accumulated other comprehensive loss | — | (18.3 | ) | — | — | (18.3 | ) | ||||||||||
Deferred income tax income | — | 1.6 | 0.1 | — | 1.7 | ||||||||||||
September 30, 2013 | $ | (26.5 | ) | $ | 3.6 | $ | 0.5 | $ | (20.5 | ) | $ | (42.9 | ) | ||||
The following table provides information about amounts reclassified from "Accumulated Other Comprehensive Loss" (in millions): | |||||||||||||||||
Amount Reclassified from | |||||||||||||||||
Accumulated Other | |||||||||||||||||
Comprehensive Loss | |||||||||||||||||
Details about Accumulated Other | Three Months | Nine Months | Affected Line on Consolidated Condensed | ||||||||||||||
Comprehensive Loss Components | Ended | Ended | Statements of Operations | ||||||||||||||
September 30, 2013 | September 30, 2013 | ||||||||||||||||
Gain on cash flow hedges | $ | 7.3 | $ | 18.3 | Cost of goods sold | ||||||||||||
(2.8 | ) | (7.0 | ) | Provision for income taxes | |||||||||||||
$ | 4.5 | $ | 11.3 | Net of tax | |||||||||||||
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
EARNINGS PER SHARE | ' | |||||||||||||
EARNINGS PER SHARE | ' | |||||||||||||
14. EARNINGS PER SHARE | ||||||||||||||
Basic earnings per share is computed by dividing net income by the weighted-average common shares outstanding during a period. Employee equity share options, nonvested shares and similar equity instruments granted by the Company are treated as potential common shares in computing diluted earnings per share. Diluted shares outstanding include the dilutive effect of RSUs, MRSUs, and in-the-money options. The dilutive impact of the RSUs, MRSUs, and in-the-money options is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount that the employee must pay for exercising stock options, the amount of compensation expense for future service that the Company has not yet recognized, and the amount of tax benefits that would be recorded in "Additional Paid-in Capital" when the award becomes deductible are assumed to be used to repurchase shares. Potential common share equivalents have been excluded where their inclusion would be anti-dilutive. | ||||||||||||||
The table below presents the computation of basic and diluted earnings per share (in millions, except for per share information): | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Basic: | ||||||||||||||
Net income | $ | 76.9 | $ | 69.2 | $ | 315.9 | $ | 202.1 | ||||||
Weighted-average shares outstanding | 111 | 115.7 | 112.5 | 114.9 | ||||||||||
Basic earnings per share | $ | 0.69 | $ | 0.6 | $ | 2.81 | $ | 1.76 | ||||||
Diluted: | ||||||||||||||
Net income | $ | 76.9 | $ | 69.2 | $ | 315.9 | $ | 202.1 | ||||||
Weighted-average shares outstanding | 111 | 115.7 | 112.5 | 114.9 | ||||||||||
Dilutive effect of stock plans | 1.9 | 3.3 | 2.2 | 3.5 | ||||||||||
Dilutive weighted-average shares outstanding | 112.9 | 119 | 114.7 | 118.4 | ||||||||||
Diluted earnings per share | $ | 0.68 | $ | 0.58 | $ | 2.75 | $ | 1.71 | ||||||
Stock options, RSUs, and MRSUs to purchase 3.6 million and 1.3 million shares for the three months ended September 30, 2013 and 2012, respectively, and 3.2 million and 1.6 million for the nine months ended September 30, 2013 and 2012, respectively, were outstanding, but were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive. Additionally, 0.5 million shares that would have been received if the ASR agreement discussed in Note 11 were settled as of September 30, 2013 were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive. | ||||||||||||||
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2013 | |
INCOME TAXES | ' |
INCOME TAXES | ' |
15. INCOME TAXES | |
The Company's effective income tax rates were 23.0% and 23.7% for the three and nine months ended September 30, 2013, respectively, and 25.9% and 24.8% for the three and nine months ended September 30, 2012, respectively. | |
The federal research credit expired on December 31, 2011 and was not reinstated until January 2, 2013. Accordingly, the effective income tax rates for the three and nine months ended September 30, 2012 were calculated without an assumed benefit for the federal research credit. The effective income tax rate for the nine months ended September 30, 2013 included (1) an $8.4 million benefit for the full year 2012 federal research credit and (2) $31.3 million of tax expense associated with the $83.6 million litigation award received from Medtronic, Inc. in February 2013 (see Note 2). The effective income tax rate for the nine months ended September 30, 2012 included a $2.3 million benefit from the remeasurement of uncertain tax positions. | |
The Company strives to resolve open matters with each tax authority at the examination level and could reach 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 more or less than that reflected in the consolidated condensed 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. | |
As of September 30, 2013 and December 31, 2012, the liability for income taxes associated with uncertain tax positions was $128.2 million and $113.6 million, respectively. The Company estimates that these liabilities would be reduced by $27.3 million and $26.1 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 $100.9 million and $87.5 million, respectively, if not required, would favorably affect the Company's effective tax rate. | |
At September 30, 2013, the Company had concluded all United States federal income tax matters for years through 2008. The Internal Revenue Service began its examination of the 2009 and 2010 tax years during the second quarter of 2011. All material state, local and foreign income tax matters have been concluded for years through 2006. | |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
SEGMENT INFORMATION | ' | |||||||||||||
SEGMENT INFORMATION | ' | |||||||||||||
16. SEGMENT INFORMATION | ||||||||||||||
Edwards Lifesciences conducts operations worldwide and is managed in the following geographical regions: United States, Europe, Japan and Rest of World. All regions sell products that are used to treat advanced cardiovascular disease. | ||||||||||||||
The Company's geographic segments are reported based on the financial information provided to the Chief Operating Decision Maker (the Chief Executive Officer). The Company evaluates the performance of its geographic segments based on net sales and income before provision for income taxes ("pre-tax income"). The accounting policies of the segments are substantially the same as those described in Note 2 of the Company's consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2012. Net sales and pre-tax income of reportable segments are based on internally derived standard foreign exchange rates, which may differ from year to year, 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. | ||||||||||||||
Certain items are maintained at the corporate level and are not allocated to the segments. The non-allocated items include net interest expense, global marketing expenses, corporate research and development expenses, manufacturing variances, corporate headquarters costs, special gains and charges, stock-based compensation, foreign currency hedging activities, certain litigation costs and most of the Company's amortization expense. Although most of the Company's depreciation expense is included in segment pre-tax income, due to the Company's methodology for cost build-up, it is impractical to determine the amount of depreciation expense included in each segment, and, therefore, a portion is maintained at the corporate level. The Company neither discretely allocates assets to its operating segments, nor evaluates the operating segments using discrete asset information. | ||||||||||||||
The table below presents information about Edwards Lifesciences' reportable segments (in millions): | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Segment Net Sales | ||||||||||||||
United States | $ | 232.1 | $ | 193.5 | $ | 700.5 | $ | 587.1 | ||||||
Europe | 146.2 | 129.7 | 462.4 | 430.9 | ||||||||||
Japan | 69.2 | 70.7 | 209.5 | 214 | ||||||||||
Rest of world | 65.4 | 62 | 183 | 171.7 | ||||||||||
Total segment net sales | $ | 512.9 | $ | 455.9 | $ | 1,555.40 | $ | 1,403.70 | ||||||
Segment Pre-tax Income | ||||||||||||||
United States | $ | 135.1 | $ | 109.2 | $ | 410.6 | $ | 330.2 | ||||||
Europe | 66.2 | 53.4 | 212.4 | 185.2 | ||||||||||
Japan | 31.6 | 36.5 | 102 | 110.2 | ||||||||||
Rest of world | 20.1 | 19.3 | 50.1 | 48.5 | ||||||||||
Total segment pre-tax income | $ | 253 | $ | 218.4 | $ | 775.1 | $ | 674.1 | ||||||
The table below presents reconciliations of segment net sales to consolidated net sales and segment pre-tax income to consolidated pre-tax income (in millions): | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Net Sales Reconciliation | ||||||||||||||
Segment net sales | $ | 512.9 | $ | 455.9 | $ | 1,555.40 | $ | 1,403.70 | ||||||
Foreign currency | (17.3 | ) | (8.0 | ) | (45.9 | ) | (14.6 | ) | ||||||
Consolidated net sales | $ | 495.6 | $ | 447.9 | $ | 1,509.50 | $ | 1,389.10 | ||||||
Pre-tax Income Reconciliation | ||||||||||||||
Segment pre-tax income | $ | 253 | $ | 218.4 | $ | 775.1 | $ | 674.1 | ||||||
Unallocated amounts: | ||||||||||||||
Corporate items | (148.8 | ) | (127.4 | ) | (440.0 | ) | (399.1 | ) | ||||||
Special gains (charges) | — | — | 83.6 | (7.0 | ) | |||||||||
Interest (expense) income, net | (1.0 | ) | 0.3 | (1.2 | ) | 0.4 | ||||||||
Foreign currency | (3.3 | ) | 2.1 | (3.7 | ) | 0.5 | ||||||||
Consolidated pre-tax income | $ | 99.9 | $ | 93.4 | $ | 413.8 | $ | 268.9 | ||||||
Enterprise-Wide Information | ||||||||||||||
Enterprise-wide information is based on actual foreign exchange rates used in the Company's consolidated financial statements. | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(in millions) | ||||||||||||||
Net Sales by Geographic Area | ||||||||||||||
United States | $ | 232.1 | $ | 193.6 | $ | 700.5 | $ | 587.2 | ||||||
Europe | 144.4 | 121.8 | 454.2 | 417.1 | ||||||||||
Japan | 56.7 | 71.8 | 176 | 214.9 | ||||||||||
Rest of world | 62.4 | 60.7 | 178.8 | 169.9 | ||||||||||
$ | 495.6 | $ | 447.9 | $ | 1,509.50 | $ | 1,389.10 | |||||||
Net Sales by Major Product and Service Area | ||||||||||||||
Surgical Heart Valve Therapy | $ | 191.8 | $ | 185.7 | $ | 594.2 | $ | 589.8 | ||||||
Transcatheter Heart Valves | 172 | 123.8 | 523.8 | 391.1 | ||||||||||
Critical Care | 131.8 | 138.4 | 391.5 | 408.2 | ||||||||||
$ | 495.6 | $ | 447.9 | $ | 1,509.50 | $ | 1,389.10 | |||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
(in millions) | ||||||||||||||
Long-lived Tangible Assets by Geographic Area | ||||||||||||||
United States | $ | 293.4 | $ | 263.4 | ||||||||||
International | 146.6 | 136.2 | ||||||||||||
$ | 440 | $ | 399.6 | |||||||||||
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Sep. 30, 2013 | |
SUBSEQUENT EVENT | ' |
SUBSEQUENT EVENT | ' |
17. SUBSEQUENT EVENT | |
In October 2013, the Company issued $600.0 million of 2.875% fixed-rate unsecured senior notes due October 15, 2018 (the "Notes"). The proceeds from the Notes of $597.0 million, which is net of an issuance discount of $3.0 million, was used to repay all amounts outstanding under the Company's Credit Facility and the remainder will be used for general corporate purposes. Interest is payable semi-annually in arrears, with the first payment commencing in April 2014. The effective interest rate is 2.983%. Issuance costs, which were $1.8 million as of September 30, 2013, as well as the discount on the Notes, will be amortized to interest expense over the term of the Notes. 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. | |
BASIS_OF_PRESENTATION_Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
BASIS OF PRESENTATION | ' |
Recently Adopted Accounting Standards and New Accounting Standards Not Yet Adopted | ' |
Recently Adopted Accounting Standards | |
In December 2011, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting guidance on disclosures about offsetting assets and liabilities. The guidance requires an entity to disclose both gross and net information about financial instruments and derivative instruments that are eligible for offset in the consolidated balance sheet or subject to an enforceable master netting arrangement or similar agreement. In January 2013, the FASB clarified that this guidance applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the accounting guidance or subject to a master netting arrangement or similar agreement. The guidance was effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company has provided the information required by this guidance in Note 8. | |
In July 2012, the FASB issued an amendment to the accounting guidance on intangible assets to permit an entity to first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived asset is impaired as a basis for determining whether it is necessary to calculate the fair value of the indefinite-lived asset and perform the quantitative impairment test by comparing the fair value with the carrying amount. The guidance was effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company will consider the use of the qualitative factors when it performs its next impairment test or upon a triggering event. | |
In February 2013, the FASB issued an amendment to the accounting guidance on reporting amounts reclassified out of accumulated other comprehensive income. The guidance requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassed is required to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. The guidance was effective prospectively for reporting periods beginning after December 15, 2012, and interim periods within those annual periods. The Company has provided the information required by this guidance in Note 13. | |
New Accounting Standards Not Yet Adopted | |
In June 2013, the FASB issued an amendment to the accounting guidance on income taxes impacting the presentation of unrecognized tax benefits. The guidance requires an entity to net its unrecognized tax benefits against the deferred tax assets for all same jurisdiction net operating loss or similar tax loss carryforwards, or tax credit carryforwards. The guidance is effective for annual reporting periods beginning after December 15, 2013 and interim periods therein. The Company does not expect the adoption of this guidance will have a material impact on its consolidated financial statements. | |
INVENTORIES_Tables
INVENTORIES (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
INVENTORIES | ' | |||||||
Schedule of Inventories | ' | |||||||
Inventories consisted of the following (in millions): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Raw materials | $ | 61.1 | $ | 49.5 | ||||
Work in process | 70.3 | 58.8 | ||||||
Finished products | 182.5 | 172.7 | ||||||
$ | 313.9 | $ | 281 | |||||
OTHER_INTANGIBLE_ASSETS_Tables
OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
OTHER INTANGIBLE ASSETS | ' | |||||||||||||||||||
Schedule of other intangible assets | ' | |||||||||||||||||||
Other intangible assets consisted of the following (in millions): | ||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||
Cost | Accumulated | Net | Cost | Accumulated | Net | |||||||||||||||
Amortization | Carrying | Amortization | Carrying | |||||||||||||||||
Value | Value | |||||||||||||||||||
Amortizable intangible assets | ||||||||||||||||||||
Patents | $ | 218.3 | $ | (176.6 | ) | $ | 41.7 | $ | 211.2 | $ | (167.3 | ) | $ | 43.9 | ||||||
Developed technology | 41.7 | (34.5 | ) | 7.2 | 41.3 | (33.0 | ) | 8.3 | ||||||||||||
Other | 10.7 | (7.7 | ) | 3 | 10.6 | (6.8 | ) | 3.8 | ||||||||||||
270.7 | (218.8 | ) | 51.9 | 263.1 | (207.1 | ) | 56 | |||||||||||||
Unamortizable intangible assets | ||||||||||||||||||||
In-process research and development | 11.2 | — | 11.2 | 11 | — | 11 | ||||||||||||||
$ | 281.9 | $ | (218.8 | ) | $ | 63.1 | $ | 274.1 | $ | (207.1 | ) | $ | 67 | |||||||
Schedule of estimated future amortization expense | ' | |||||||||||||||||||
Estimated amortization expense for each of the years ending December 31 is as follows (in millions): | ||||||||||||||||||||
2013 | $ | 15.6 | ||||||||||||||||||
2014 | 14.9 | |||||||||||||||||||
2015 | 13.7 | |||||||||||||||||||
2016 | 13.3 | |||||||||||||||||||
2017 | 3.1 |
INVESTMENTS_IN_UNCONSOLIDATED_1
INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | ' | |||||||
Schedule of investments in unconsolidated affiliates | ' | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(in millions) | ||||||||
Available-for-sale investments | ||||||||
Cost | $ | 0.4 | $ | 0.4 | ||||
Unrealized gains | 0.6 | 1.6 | ||||||
Fair value of available-for-sale investments | 1 | 2 | ||||||
Equity method investments | ||||||||
Cost | 13.7 | 13.3 | ||||||
Equity in losses | (2.9 | ) | (1.8 | ) | ||||
Carrying value of equity method investments | 10.8 | 11.5 | ||||||
Cost method investments | ||||||||
Carrying value of cost method investments | 8.9 | 7.6 | ||||||
Total investments in unconsolidated affiliates | $ | 20.7 | $ | 21.1 | ||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
FAIR VALUE MEASUREMENTS | ' | |||||||||||||
Summary of financial instruments 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 (in millions): | ||||||||||||||
September 30, 2013 | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets | ||||||||||||||
Investments held for executive deferred compensation plan | $ | 14.4 | $ | — | $ | — | $ | 14.4 | ||||||
Investments in unconsolidated affiliates | 1 | — | — | 1 | ||||||||||
Derivatives | — | 13.2 | — | 13.2 | ||||||||||
$ | 15.4 | $ | 13.2 | $ | — | $ | 28.6 | |||||||
Liabilities | ||||||||||||||
Derivatives | $ | — | $ | 10.8 | $ | — | $ | 10.8 | ||||||
Executive deferred compensation plan | 14.7 | — | — | 14.7 | ||||||||||
$ | 14.7 | $ | 10.8 | $ | — | $ | 25.5 | |||||||
December 31, 2012 | ||||||||||||||
Assets | ||||||||||||||
Investments held for executive deferred compensation plan | $ | 12.7 | $ | — | $ | — | $ | 12.7 | ||||||
Investments in unconsolidated affiliates | 2 | — | — | 2 | ||||||||||
Derivatives | — | 5.7 | — | 5.7 | ||||||||||
$ | 14.7 | $ | 5.7 | $ | — | $ | 20.4 | |||||||
Liabilities | ||||||||||||||
Executive deferred compensation plan | $ | 12.4 | $ | — | $ | — | $ | 12.4 | ||||||
DERIVATIVE_INSTRUMENTS_AND_HED1
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | ' | |||||||||||||||||||
Schedule of location and fair value amounts of derivative instruments reported in the consolidated condensed balance sheets | ' | |||||||||||||||||||
The following table presents the location and fair value amounts of derivative instruments reported in the consolidated condensed balance sheets (in millions): | ||||||||||||||||||||
Fair Value | ||||||||||||||||||||
Derivatives designated as hedging instruments | Balance Sheet | September 30, | December 31, | |||||||||||||||||
Location | 2013 | 2012 | ||||||||||||||||||
Assets | ||||||||||||||||||||
Foreign currency contracts | Other current assets | $ | 13.2 | $ | 5.7 | |||||||||||||||
Liabilities | ||||||||||||||||||||
Foreign currency contracts | Accrued liabilities | $ | 10.8 | $ | — | |||||||||||||||
Schedule of effect of master-netting agreements and rights of offset on the consolidated condensed balance sheets | ' | |||||||||||||||||||
The following table presents the effect of master-netting agreements and rights of offset on the consolidated condensed balance sheets (in millions): | ||||||||||||||||||||
Gross Amounts Not | ||||||||||||||||||||
Offset in the | ||||||||||||||||||||
Gross | Consolidated Balance | |||||||||||||||||||
Amounts | Sheet | |||||||||||||||||||
Offset in | ||||||||||||||||||||
Consolidated | Net Amounts | |||||||||||||||||||
Balance Sheet | Presented in the | |||||||||||||||||||
Consolidated | ||||||||||||||||||||
September 30, 2013 | Gross | Balance Sheet | Financial | Cash | Net | |||||||||||||||
Amounts(a) | Instruments | Collateral | Amount | |||||||||||||||||
Received | ||||||||||||||||||||
Derivative Assets | ||||||||||||||||||||
Foreign currency contracts | $ | 13.2 | $ | — | $ | 13.2 | $ | (5.2 | ) | $ | — | $ | 8 | |||||||
Derivative Liabilities | ||||||||||||||||||||
Foreign currency contracts | $ | 10.8 | $ | — | $ | 10.8 | $ | (5.2 | ) | $ | — | $ | 5.6 | |||||||
December 31, 2012 | ||||||||||||||||||||
Derivative Assets | ||||||||||||||||||||
Foreign currency contracts | $ | 10.9 | $ | (5.2 | ) | $ | 5.7 | $ | — | $ | — | $ | 5.7 | |||||||
Derivative Liabilities | ||||||||||||||||||||
Foreign currency contracts | $ | 5.2 | $ | (5.2 | ) | $ | — | $ | — | $ | — | $ | — | |||||||
(a) | ||||||||||||||||||||
The gross amounts presented as of December 31, 2012 do not include derivative assets of $3.8 million, and derivative liabilities of $3.8 million as these derivatives were not subject to a master-netting arrangement and did not have rights of offset. | ||||||||||||||||||||
Schedule of effect of derivative instruments on the consolidated condensed statements of operations and consolidated condensed statements of comprehensive income | ' | |||||||||||||||||||
The following tables present the effect of derivative instruments on the consolidated condensed statements of operations and consolidated condensed statements of comprehensive income (in millions): | ||||||||||||||||||||
Amount of Gain or (Loss) | Amount of Gain or (Loss) | |||||||||||||||||||
Recognized in OCI | Reclassified from | |||||||||||||||||||
on Derivative | Accumulated OCI | |||||||||||||||||||
(Effective Portion) | into Income | |||||||||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||||||||
September 30, | Location of Gain or | September 30, | ||||||||||||||||||
(Loss) Reclassified from | ||||||||||||||||||||
Accumulated OCI | ||||||||||||||||||||
Derivatives in cash flow hedging | 2013 | 2012 | into Income | 2013 | 2012 | |||||||||||||||
relationships | ||||||||||||||||||||
Foreign currency contracts | $ | (14.4 | ) | $ | (9.5 | ) | Cost of goods sold | $ | 7.3 | $ | 6.2 | |||||||||
Amount of Gain or (Loss) | Amount of Gain or (Loss) | |||||||||||||||||||
Recognized in OCI | Reclassified from | |||||||||||||||||||
on Derivative | Accumulated OCI | |||||||||||||||||||
(Effective Portion) | into Income | |||||||||||||||||||
Nine Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, | Location of Gain or | September 30, | ||||||||||||||||||
(Loss) Reclassified from | ||||||||||||||||||||
Accumulated OCI | ||||||||||||||||||||
Derivatives in cash flow hedging | 2013 | 2012 | into Income | 2013 | 2012 | |||||||||||||||
relationships | ||||||||||||||||||||
Foreign currency contracts | $ | 13.3 | $ | 3.9 | Cost of goods sold | $ | 18.3 | $ | 3.5 | |||||||||||
Amount of Gain or (Loss) | ||||||||||||||||||||
Recognized in Income on | ||||||||||||||||||||
Derivative | ||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||
Location of Gain or (Loss) | September 30, | |||||||||||||||||||
Recognized in Income on | ||||||||||||||||||||
Derivatives not designated as hedging | Derivative | 2013 | 2012 | |||||||||||||||||
instruments | ||||||||||||||||||||
Foreign currency contracts | Other expense, net | $ | (0.3 | ) | $ | (3.5 | ) | |||||||||||||
Amount of Gain or (Loss) | ||||||||||||||||||||
Recognized in Income on | ||||||||||||||||||||
Derivative | ||||||||||||||||||||
Nine Months Ended | ||||||||||||||||||||
Location of Gain or (Loss) | September 30, | |||||||||||||||||||
Recognized in Income on | ||||||||||||||||||||
Derivatives not designated as hedging | Derivative | 2013 | 2012 | |||||||||||||||||
instruments | ||||||||||||||||||||
Foreign currency contracts | Other expense, net | $ | 14.1 | $ | (3.0 | ) |
DEFINED_BENEFIT_PLANS_Tables
DEFINED BENEFIT PLANS (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
DEFINED BENEFIT PLANS | ' | |||||||||||||
Components of net periodic benefit cost | ' | |||||||||||||
The components of net periodic benefit cost for the three and nine months ended September 30, 2013 and 2012 were as follows (in millions): | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Service cost | $ | 2 | $ | 1.8 | $ | 5.9 | $ | 5.4 | ||||||
Interest cost | 0.5 | 0.6 | 1.5 | 1.8 | ||||||||||
Expected return on plan assets | (0.3 | ) | (0.4 | ) | (0.9 | ) | (1.1 | ) | ||||||
Amortization of actuarial loss, prior service credit and other | 0.2 | 0.2 | 0.7 | 0.5 | ||||||||||
Net periodic benefit cost | $ | 2.4 | $ | 2.2 | $ | 7.2 | $ | 6.6 | ||||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
STOCK-BASED COMPENSATION | ' | |||||||||||||
Stock-based compensation expense | ' | |||||||||||||
Stock-based compensation expense related to awards issued under the Company's incentive compensation plans for the three and nine months ended September 30, 2013 and 2012 was as follows (in millions): | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30 | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Cost of goods sold | $ | 1.6 | $ | 1.4 | $ | 4.5 | $ | 3.7 | ||||||
Selling, general and administrative expenses | 8.6 | 8 | 26.2 | 23.1 | ||||||||||
Research and development expenses | 1.7 | 1.5 | 5.2 | 4.5 | ||||||||||
Total stock-based compensation expense | $ | 11.9 | $ | 10.9 | $ | 35.9 | $ | 31.3 | ||||||
Schedule of weighted-average assumptions for options granted during the period | ' | |||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Risk-free interest rate | 1.4 | % | 0.6 | % | 0.8 | % | 0.7 | % | ||||||
Expected dividend yield | None | None | None | None | ||||||||||
Expected volatility | 30.8 | % | 31.2 | % | 30.7 | % | 31.3 | % | ||||||
Expected term (years) | 4.9 | 4.9 | 4.6 | 4.6 | ||||||||||
Fair value, per share | $ | 19.46 | $ | 29 | $ | 19.47 | $ | 23.92 | ||||||
Schedule of weighted-average assumptions for ESPP subscriptions granted during the period | ' | |||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Risk-free interest rate | 0.1 | % | 0.2 | % | 0.1 | % | 0.1 | % | ||||||
Expected dividend yield | None | None | None | None | ||||||||||
Expected volatility | 30.2 | % | 36 | % | 33.4 | % | 33.2 | % | ||||||
Expected term (years) | 0.6 | 0.6 | 0.6 | 0.6 | ||||||||||
Fair value, per share | $ | 16.05 | $ | 26.9 | $ | 20.31 | $ | 21.3 |
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE LOSS | ' | ||||||||||||||||
Summary of activity for each component of Accumulated Other Comprehensive Loss | ' | ||||||||||||||||
Foreign | Unrealized Gain | Unrealized Gain | Unrealized | Total | |||||||||||||
Currency | on Cash Flow | on Available-for-Sale | Pension | Accumulated | |||||||||||||
Translation | Hedges | Investments | Costs | Other | |||||||||||||
Adjustments | Comprehensive | ||||||||||||||||
Loss | |||||||||||||||||
(in millions) | |||||||||||||||||
December 31, 2012 | $ | (25.8 | ) | $ | 7 | $ | 1.4 | $ | (20.5 | ) | $ | (37.9 | ) | ||||
Other comprehensive (loss) income before reclassifications | (0.7 | ) | 13.3 | (1.0 | ) | — | 11.6 | ||||||||||
Amounts reclassified from accumulated other comprehensive loss | — | (18.3 | ) | — | — | (18.3 | ) | ||||||||||
Deferred income tax income | — | 1.6 | 0.1 | — | 1.7 | ||||||||||||
September 30, 2013 | $ | (26.5 | ) | $ | 3.6 | $ | 0.5 | $ | (20.5 | ) | $ | (42.9 | ) | ||||
Schedule of amounts reclassified from Accumulated Other Comprehensive Loss | ' | ||||||||||||||||
The following table provides information about amounts reclassified from "Accumulated Other Comprehensive Loss" (in millions): | |||||||||||||||||
Amount Reclassified from | |||||||||||||||||
Accumulated Other | |||||||||||||||||
Comprehensive Loss | |||||||||||||||||
Details about Accumulated Other | Three Months | Nine Months | Affected Line on Consolidated Condensed | ||||||||||||||
Comprehensive Loss Components | Ended | Ended | Statements of Operations | ||||||||||||||
September 30, 2013 | September 30, 2013 | ||||||||||||||||
Gain on cash flow hedges | $ | 7.3 | $ | 18.3 | Cost of goods sold | ||||||||||||
(2.8 | ) | (7.0 | ) | Provision for income taxes | |||||||||||||
$ | 4.5 | $ | 11.3 | Net of tax | |||||||||||||
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
EARNINGS PER SHARE | ' | |||||||||||||
Summary of computation of basic and diluted earnings per share | ' | |||||||||||||
The table below presents the computation of basic and diluted earnings per share (in millions, except for per share information): | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Basic: | ||||||||||||||
Net income | $ | 76.9 | $ | 69.2 | $ | 315.9 | $ | 202.1 | ||||||
Weighted-average shares outstanding | 111 | 115.7 | 112.5 | 114.9 | ||||||||||
Basic earnings per share | $ | 0.69 | $ | 0.6 | $ | 2.81 | $ | 1.76 | ||||||
Diluted: | ||||||||||||||
Net income | $ | 76.9 | $ | 69.2 | $ | 315.9 | $ | 202.1 | ||||||
Weighted-average shares outstanding | 111 | 115.7 | 112.5 | 114.9 | ||||||||||
Dilutive effect of stock plans | 1.9 | 3.3 | 2.2 | 3.5 | ||||||||||
Dilutive weighted-average shares outstanding | 112.9 | 119 | 114.7 | 118.4 | ||||||||||
Diluted earnings per share | $ | 0.68 | $ | 0.58 | $ | 2.75 | $ | 1.71 | ||||||
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
SEGMENT INFORMATION | ' | |||||||||||||
Information about reportable segments | ' | |||||||||||||
The table below presents information about Edwards Lifesciences' reportable segments (in millions): | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Segment Net Sales | ||||||||||||||
United States | $ | 232.1 | $ | 193.5 | $ | 700.5 | $ | 587.1 | ||||||
Europe | 146.2 | 129.7 | 462.4 | 430.9 | ||||||||||
Japan | 69.2 | 70.7 | 209.5 | 214 | ||||||||||
Rest of world | 65.4 | 62 | 183 | 171.7 | ||||||||||
Total segment net sales | $ | 512.9 | $ | 455.9 | $ | 1,555.40 | $ | 1,403.70 | ||||||
Segment Pre-tax Income | ||||||||||||||
United States | $ | 135.1 | $ | 109.2 | $ | 410.6 | $ | 330.2 | ||||||
Europe | 66.2 | 53.4 | 212.4 | 185.2 | ||||||||||
Japan | 31.6 | 36.5 | 102 | 110.2 | ||||||||||
Rest of world | 20.1 | 19.3 | 50.1 | 48.5 | ||||||||||
Total segment pre-tax income | $ | 253 | $ | 218.4 | $ | 775.1 | $ | 674.1 | ||||||
Reconciliations of segment net sales to consolidated net sales and segment pre-tax income to consolidated pre-tax income | ' | |||||||||||||
The table below presents reconciliations of segment net sales to consolidated net sales and segment pre-tax income to consolidated pre-tax income (in millions): | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Net Sales Reconciliation | ||||||||||||||
Segment net sales | $ | 512.9 | $ | 455.9 | $ | 1,555.40 | $ | 1,403.70 | ||||||
Foreign currency | (17.3 | ) | (8.0 | ) | (45.9 | ) | (14.6 | ) | ||||||
Consolidated net sales | $ | 495.6 | $ | 447.9 | $ | 1,509.50 | $ | 1,389.10 | ||||||
Pre-tax Income Reconciliation | ||||||||||||||
Segment pre-tax income | $ | 253 | $ | 218.4 | $ | 775.1 | $ | 674.1 | ||||||
Unallocated amounts: | ||||||||||||||
Corporate items | (148.8 | ) | (127.4 | ) | (440.0 | ) | (399.1 | ) | ||||||
Special gains (charges) | — | — | 83.6 | (7.0 | ) | |||||||||
Interest (expense) income, net | (1.0 | ) | 0.3 | (1.2 | ) | 0.4 | ||||||||
Foreign currency | (3.3 | ) | 2.1 | (3.7 | ) | 0.5 | ||||||||
Consolidated pre-tax income | $ | 99.9 | $ | 93.4 | $ | 413.8 | $ | 268.9 | ||||||
Enterprise-wide information | ' | |||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(in millions) | ||||||||||||||
Net Sales by Geographic Area | ||||||||||||||
United States | $ | 232.1 | $ | 193.6 | $ | 700.5 | $ | 587.2 | ||||||
Europe | 144.4 | 121.8 | 454.2 | 417.1 | ||||||||||
Japan | 56.7 | 71.8 | 176 | 214.9 | ||||||||||
Rest of world | 62.4 | 60.7 | 178.8 | 169.9 | ||||||||||
$ | 495.6 | $ | 447.9 | $ | 1,509.50 | $ | 1,389.10 | |||||||
Net Sales by Major Product and Service Area | ||||||||||||||
Surgical Heart Valve Therapy | $ | 191.8 | $ | 185.7 | $ | 594.2 | $ | 589.8 | ||||||
Transcatheter Heart Valves | 172 | 123.8 | 523.8 | 391.1 | ||||||||||
Critical Care | 131.8 | 138.4 | 391.5 | 408.2 | ||||||||||
$ | 495.6 | $ | 447.9 | $ | 1,509.50 | $ | 1,389.10 | |||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
(in millions) | ||||||||||||||
Long-lived Tangible Assets by Geographic Area | ||||||||||||||
United States | $ | 293.4 | $ | 263.4 | ||||||||||
International | 146.6 | 136.2 | ||||||||||||
$ | 440 | $ | 399.6 | |||||||||||
SPECIAL_GAINS_CHARGES_Details
SPECIAL (GAINS) CHARGES (Details) (CoreValve, Inc., USD $) | 1 Months Ended |
In Millions, unless otherwise specified | Feb. 28, 2013 |
CoreValve, Inc. | ' |
Litigation Award | ' |
Amount of payment received from Medtronic in satisfaction of the April 2010 jury award of damages for infringement, including accrued interest | $83.60 |
SPECIAL_GAINS_CHARGES_Details_
SPECIAL (GAINS) CHARGES (Details 2) (USD $) | 1 Months Ended | |
In Millions, unless otherwise specified | Apr. 30, 2012 | Jun. 30, 2012 |
Exclusive license of intellectual property | Co-exclusive sublicense to intellectual property | |
Licensing of Intellectual Property | ' | ' |
Upfront licensing and royalty fees | $2 | $5 |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Inventories | ' | ' |
Raw materials | $61.10 | $49.50 |
Work in process | 70.3 | 58.8 |
Finished products | 182.5 | 172.7 |
Total inventories | $313.90 | $281 |
OTHER_INTANGIBLE_ASSETS_Detail
OTHER INTANGIBLE ASSETS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Amortizable intangible assets | ' | ' |
Cost | $270.70 | $263.10 |
Accumulated Amortization | -218.8 | -207.1 |
Net Carrying Value | 51.9 | 56 |
Unamortizable intangible assets | ' | ' |
Gross intangible Assets | 281.9 | 274.1 |
Total Net Carrying Amount of Intangible Assets | 63.1 | 67 |
In-process research and development (IPR&D) | ' | ' |
Unamortizable intangible assets | ' | ' |
Net Carrying Value | 11.2 | 11 |
Patents | ' | ' |
Amortizable intangible assets | ' | ' |
Cost | 218.3 | 211.2 |
Accumulated Amortization | -176.6 | -167.3 |
Net Carrying Value | 41.7 | 43.9 |
Unamortizable intangible assets | ' | ' |
Capitalized legal costs related to the defense and enforcement of issued patents and trademarks | 22.2 | ' |
Developed technology | ' | ' |
Amortizable intangible assets | ' | ' |
Cost | 41.7 | 41.3 |
Accumulated Amortization | -34.5 | -33 |
Net Carrying Value | 7.2 | 8.3 |
Other | ' | ' |
Amortizable intangible assets | ' | ' |
Cost | 10.7 | 10.6 |
Accumulated Amortization | -7.7 | -6.8 |
Net Carrying Value | $3 | $3.80 |
OTHER_INTANGIBLE_ASSETS_Detail1
OTHER INTANGIBLE ASSETS (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
OTHER INTANGIBLE ASSETS | ' | ' | ' | ' |
Amortization expense related to other intangible assets | $4 | $3.50 | $11.60 | $10.10 |
Estimated amortization expense | ' | ' | ' | ' |
2013 | 15.6 | ' | 15.6 | ' |
2014 | 14.9 | ' | 14.9 | ' |
2015 | 13.7 | ' | 13.7 | ' |
2016 | 13.3 | ' | 13.3 | ' |
2017 | $3.10 | ' | $3.10 | ' |
INVESTMENTS_IN_UNCONSOLIDATED_2
INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Details) (USD $) | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Available-for-sale investments | ' | ' | ' |
Cost | $0.40 | ' | $0.40 |
Unrealized gains | 0.6 | ' | 1.6 |
Fair value of available-for-sale investments | 1 | ' | 2 |
Equity method investments | ' | ' | ' |
Cost | 13.7 | ' | 13.3 |
Equity in losses | -2.9 | ' | -1.8 |
Carrying value of equity method investments | 10.8 | ' | 11.5 |
Cost method investments | ' | ' | ' |
Carrying value of cost method investments | 8.9 | ' | 7.6 |
Total investments in unconsolidated affiliates | 20.7 | ' | 21.1 |
Available-for-sale investments | ' | ' | ' |
Proceeds from sales of available-for-sale investments | 0 | 2.1 | ' |
Realized pre-tax gains on sales of available-for-sale investments | ' | $0.40 | ' |
DEBT_Details
DEBT (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Jun. 13, 2013 |
In Millions, unless otherwise specified | Credit Facility | Credit Facility | ||
Debt | ' | ' | ' | ' |
Term of Credit Facility | ' | ' | '4 years | ' |
Aggregate borrowings provided by Credit Facility | ' | ' | ' | $750 |
Additional issuance costs | ' | ' | ' | 0.5 |
Amount outstanding under the facility classified as long-term obligations | $532.10 | $189.30 | $532.10 | ' |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Assets | ' | ' |
Investments in unconsolidated affiliates | $1 | $2 |
Fair Value on a Recurring Basis | Level 1 | ' | ' |
Assets | ' | ' |
Investments held for executive deferred compensation plan | 14.4 | 12.7 |
Investments in unconsolidated affiliates | 1 | 2 |
Total assets | 15.4 | 14.7 |
Liabilities | ' | ' |
Executive deferred compensation plan | 14.7 | 12.4 |
Total liabilities | 14.7 | ' |
Fair Value on a Recurring Basis | Level 2 | ' | ' |
Assets | ' | ' |
Derivatives | 13.2 | ' |
Derivatives | ' | 5.7 |
Total assets | 13.2 | 5.7 |
Liabilities | ' | ' |
Derivatives | 10.8 | ' |
Total liabilities | 10.8 | ' |
Fair Value on a Recurring Basis | Total | ' | ' |
Assets | ' | ' |
Investments held for executive deferred compensation plan | 14.4 | 12.7 |
Investments in unconsolidated affiliates | 1 | 2 |
Derivatives | 13.2 | ' |
Derivatives | ' | 5.7 |
Total assets | 28.6 | 20.4 |
Liabilities | ' | ' |
Derivatives | 10.8 | ' |
Executive deferred compensation plan | 14.7 | 12.4 |
Total liabilities | $25.50 | ' |
DERIVATIVE_INSTRUMENTS_AND_HED2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) (USD $) | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Foreign currency forward exchange contracts | Foreign currency forward exchange contracts | ||
Derivative Financial Instruments | ' | ' | ' |
Notional Amount | ' | $790.10 | $779 |
Maximum duration of foreign currency forward exchange and option contracts | '13 months | ' | ' |
DERIVATIVE_INSTRUMENTS_AND_HED3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Other current assets | ' | ' |
Derivatives designated as hedging instruments | ' | ' |
Fair value of derivative assets designated as hedging instruments | $13.20 | ' |
Fair value of derivative assets designated as hedging instruments | ' | 5.7 |
Accrued liabilities | ' | ' |
Derivatives designated as hedging instruments | ' | ' |
Fair value of derivative liabilities designated as hedging instruments | $10.80 | ' |
DERIVATIVE_INSTRUMENTS_AND_HED4
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 3) (Foreign currency contracts, USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Foreign currency contracts | ' | ' |
Derivative Asset | ' | ' |
Gross Amounts | $13.20 | $10.90 |
Gross Amounts Offset in Consolidated Balance Sheet | ' | -5.2 |
Net Amounts Presented in the Consolidated Balance Sheet | 13.2 | ' |
Net Amounts Presented in the Consolidated Balance Sheet | ' | 5.7 |
Derivative Assets, Gross Amounts Not Offset in the Consolidated Balance Sheet | ' | ' |
Financial Instruments | -5.2 | ' |
Net amount | 8 | 5.7 |
Derivative asset, not subject to master netting arrangement | ' | 3.8 |
Derivative Liabilities | ' | ' |
Gross Amounts | 10.8 | 5.2 |
Gross Amounts Offset in Consolidated Balance Sheet | ' | -5.2 |
Net Amounts Presented in the Consolidated Balance Sheet | 10.8 | ' |
Derivative Liabilities, Gross Amounts Not Offset in the Consolidated Balance Sheet | ' | ' |
Financial Instruments | -5.2 | ' |
Net Amount | 5.6 | ' |
Derivative liability, not subject to master netting arrangement | ' | $3.80 |
DERIVATIVE_INSTRUMENTS_AND_HED5
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Derivative Instruments, Gain (Loss) | ' | ' | ' | ' |
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | ($14.40) | ($9.50) | $13.30 | $3.90 |
Expected reclassification of gain recorded in accumulated other comprehensive loss into earnings during next twelve months | 3.6 | ' | 3.6 | ' |
Cost of goods sold | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) | ' | ' | ' | ' |
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income | 7.3 | 6.2 | 18.3 | 3.5 |
Other expense, net | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) | ' | ' | ' | ' |
Amount of Gain or (Loss) Recognized in Income on Derivative | ($0.30) | ($3.50) | $14.10 | ($3) |
DEFINED_BENEFIT_PLANS_Details
DEFINED BENEFIT PLANS (Details) (Defined benefit pension plans, USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Defined benefit pension plans | ' | ' | ' | ' |
Components of net periodic benefit cost | ' | ' | ' | ' |
Service cost | $2 | $1.80 | $5.90 | $5.40 |
Interest cost | 0.5 | 0.6 | 1.5 | 1.8 |
Expected return on plan assets | -0.3 | -0.4 | -0.9 | -1.1 |
Amortization of actuarial loss, prior service credit and other | 0.2 | 0.2 | 0.7 | 0.5 |
Net periodic benefit cost | $2.40 | $2.20 | $7.20 | $6.60 |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Allocation of stock-based compensation expense | ' | ' | ' | ' |
Stock-based compensation expense | $11.90 | $10.90 | $35.90 | $31.30 |
Unrecognized compensation expense related to nonvested stock options, restricted stock units, market-based restricted stock units and employee stock purchase subscriptions | 86.5 | ' | 86.5 | ' |
Period over which unrecognized compensation expense is expected to be recognized | ' | ' | '31 months | ' |
Cost of goods sold | ' | ' | ' | ' |
Allocation of stock-based compensation expense | ' | ' | ' | ' |
Stock-based compensation expense | 1.6 | 1.4 | 4.5 | 3.7 |
Selling, general and administrative expenses | ' | ' | ' | ' |
Allocation of stock-based compensation expense | ' | ' | ' | ' |
Stock-based compensation expense | 8.6 | 8 | 26.2 | 23.1 |
Research and development expenses | ' | ' | ' | ' |
Allocation of stock-based compensation expense | ' | ' | ' | ' |
Stock-based compensation expense | $1.70 | $1.50 | $5.20 | $4.50 |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Option Awards | ' | ' | ' | ' |
Employee and Director Stock Plans | ' | ' | ' | ' |
Options granted (in shares) | ' | ' | 1.4 | ' |
Weighted-average exercise price of options granted (in dollars per share) | ' | ' | $71.51 | ' |
Weighted-average assumptions for MRSUs, options and ESPP subscriptions granted | ' | ' | ' | ' |
Risk-free interest rate (as a percent) | 1.40% | 0.60% | 0.80% | 0.70% |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility (as a percent) | 30.80% | 31.20% | 30.70% | 31.30% |
Expected term | '4 years 10 months 24 days | '4 years 10 months 24 days | '4 years 7 months 6 days | '4 years 7 months 6 days |
Fair value, per share | $19.46 | $29 | $19.47 | $23.92 |
ESPP | ' | ' | ' | ' |
Weighted-average assumptions for MRSUs, options and ESPP subscriptions granted | ' | ' | ' | ' |
Risk-free interest rate (as a percent) | 0.10% | 0.20% | 0.10% | 0.10% |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility (as a percent) | 30.20% | 36.00% | 33.40% | 33.20% |
Expected term | '7 months 6 days | '7 months 6 days | '7 months 6 days | '7 months 6 days |
Fair value, per share | $16.05 | $26.90 | $20.31 | $21.30 |
Restricted stock units | ' | ' | ' | ' |
Employee and Director Stock Plans | ' | ' | ' | ' |
Shares granted | ' | ' | 0.2 | ' |
Weighted-average grant-date fair value of shares granted (in dollar per share) | ' | ' | $72.25 | ' |
MRSUs | ' | ' | ' | ' |
Employee and Director Stock Plans | ' | ' | ' | ' |
Shares granted | ' | ' | 0.1 | ' |
Weighted-average grant-date fair value of shares granted (in dollar per share) | ' | ' | $49.78 | ' |
Weighted-average assumptions for MRSUs, options and ESPP subscriptions granted | ' | ' | ' | ' |
Risk-free interest rate (as a percent) | ' | ' | 0.40% | 0.30% |
Expected volatility (as a percent) | ' | ' | 33.40% | 30.40% |
MRSUs | Total shareholder return relative to selected industry peer group | ' | ' | ' | ' |
Employee and Director Stock Plans | ' | ' | ' | ' |
Performance (vesting) period | ' | ' | '3 years | ' |
MRSUs | Total shareholder return relative to selected industry peer group | Minimum | ' | ' | ' | ' |
Employee and Director Stock Plans | ' | ' | ' | ' |
Percentage of targeted number of shares granted | ' | ' | 0.00% | ' |
MRSUs | Total shareholder return relative to selected industry peer group | Maximum | ' | ' | ' | ' |
Employee and Director Stock Plans | ' | ' | ' | ' |
Percentage of targeted number of shares granted | ' | ' | 175.00% | ' |
ACCELERATED_SHARE_REPURCHASE_D
ACCELERATED SHARE REPURCHASE (Details) (USD $) | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Aug. 23, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Accelerated share repurchase agreement August 2013 | Accelerated share repurchase agreement August 2013 | Accelerated share repurchase agreement August 2013 | Accelerated share repurchase agreement August 2013 | Accelerated share repurchase agreement August 2013 | |||
If settled on September 30, 2013 | If settled on September 30, 2013 | Maximum | |||||
Accelerated share repurchase | ' | ' | ' | ' | ' | ' | ' |
Cash payment for share repurchase | $474.20 | $166.30 | ' | $250 | ' | ' | ' |
Shares of common stock acquired | ' | ' | ' | 3.1 | 0.5 | ' | ' |
Initial share value (in dollars per share) | ' | ' | $72.39 | ' | ' | ' | ' |
Value of initial shares received as a percentage of total contract value | ' | ' | 90.00% | ' | ' | ' | ' |
Number of shares to be repurchased | ' | ' | ' | ' | ' | ' | 3.8 |
Average price paid (in dollars per share) | ' | ' | ' | ' | ' | $69.54 | ' |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) | 1 Months Ended | ||
In Millions, unless otherwise specified | Feb. 28, 2013 | Apr. 30, 2010 | 31-May-13 |
CoreValve, Inc. | CoreValve, Inc. | Medtronic Patent Infringement German District Court of Mannheim | |
USD ($) | USD ($) | EUR (€) | |
LEGAL PROCEEDINGS | ' | ' | ' |
Amount awarded in damages | ' | $73.90 | ' |
Amount of payment received from Medtronic in satisfaction of the April 2010 jury award of damages for infringement, including accrued interest | 83.6 | ' | ' |
Amount of bond required as a guarantee of potential liability for damages incurred | ' | ' | € 50 |
ACCUMULATED_OTHER_COMPREHENSIV2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) (USD $) | 9 Months Ended | |||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Foreign Currency Translation Adjustments | Unrealized Gain on Cash Flow Hedges | Unrealized Gain on Available-for-Sale Investments | Unrealized Pension Costs | Unrealized Pension Costs | ||
Changes in accumulated other comprehensive loss components | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ($37.90) | ($25.80) | $7 | $1.40 | ($20.50) | ($20.50) |
Other comprehensive (loss) income before reclassifications | 11.6 | -0.7 | 13.3 | -1 | ' | ' |
Amounts reclassified from accumulated other comprehensive loss | -18.3 | ' | -18.3 | ' | ' | ' |
Deferred income tax income | 1.7 | ' | 1.6 | 0.1 | ' | ' |
Balance at the end of the period | ($42.90) | ($26.50) | $3.60 | $0.50 | ($20.50) | ($20.50) |
ACCUMULATED_OTHER_COMPREHENSIV3
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Amounts reclassified from accumulated other comprehensive loss to the consolidated condensed statements of operations | ' | ' | ' | ' |
Cost of goods sold | ($129.70) | ($111.70) | ($376.90) | ($368.80) |
Provision for income taxes | -23 | -24.2 | -97.9 | -66.8 |
Net income | 76.9 | 69.2 | 315.9 | 202.1 |
Gain on cash flow hedges | Amount Reclassified from Accumulated Other Comprehensive Loss | ' | ' | ' | ' |
Amounts reclassified from accumulated other comprehensive loss to the consolidated condensed statements of operations | ' | ' | ' | ' |
Cost of goods sold | 7.3 | ' | 18.3 | ' |
Provision for income taxes | -2.8 | ' | -7 | ' |
Net income | $4.50 | ' | $11.30 | ' |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Basic: | ' | ' | ' | ' |
Net income | $76.90 | $69.20 | $315.90 | $202.10 |
Weighted-average shares outstanding | 111 | 115.7 | 112.5 | 114.9 |
Basic earnings per share (in dollars per share) | $0.69 | $0.60 | $2.81 | $1.76 |
Diluted: | ' | ' | ' | ' |
Net income | $76.90 | $69.20 | $315.90 | $202.10 |
Weighted-average shares outstanding | 111 | 115.7 | 112.5 | 114.9 |
Dilutive effect of stock plans (in shares) | 1.9 | 3.3 | 2.2 | 3.5 |
Dilutive weighted-average shares outstanding | 112.9 | 119 | 114.7 | 118.4 |
Diluted earnings per share (in dollars per share) | $0.68 | $0.58 | $2.75 | $1.71 |
EARNINGS_PER_SHARE_Details_2
EARNINGS PER SHARE (Details 2) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Stock compensation plan | ' | ' | ' | ' |
Anti-dilutive securities | ' | ' | ' | ' |
Anti-dilutive securities excluded from the computation of earnings per share (in shares) | 3.6 | 1.3 | 3.2 | 1.6 |
Forward contract indexed to Company common stock | Accelerated share repurchase agreement August 2013 | ' | ' | ' | ' |
Anti-dilutive securities | ' | ' | ' | ' |
Anti-dilutive securities excluded from the computation of earnings per share (in shares) | 0.5 | ' | 0.5 | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Feb. 28, 2013 | Sep. 30, 2013 |
CoreValve, Inc. | CoreValve, Inc. | ||||||
INCOME TAXES | ' | ' | ' | ' | ' | ' | ' |
Effective income tax rates (as a percent) | 23.00% | 25.90% | 23.70% | 24.80% | ' | ' | ' |
Tax benefit related to federal research credit | ' | ' | $8.40 | ' | ' | ' | ' |
Benefits from remeasurement of uncertain tax positions | ' | ' | ' | 2.3 | ' | ' | ' |
Liability for income taxes associated with uncertain tax positions | 128.2 | ' | 128.2 | ' | 113.6 | ' | ' |
Offsetting tax benefits associated with correlative effects of potential transfer pricing adjustments, state income taxes and timing adjustments | 27.3 | ' | 27.3 | ' | 26.1 | ' | ' |
Net liability for income taxes associated with uncertain tax positions | 100.9 | ' | 100.9 | ' | 87.5 | ' | ' |
LEGAL PROCEEDINGS | ' | ' | ' | ' | ' | ' | ' |
Tax expense | 23 | 24.2 | 97.9 | 66.8 | ' | ' | 31.3 |
Amount of payment received from Medtronic in satisfaction of the April 2010 jury award of damages for infringement, including accrued interest | ' | ' | ' | ' | ' | $83.60 | ' |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Information about reportable segments and reconciliations of segment net sales to consolidated net sales and segment pre-tax income to consolidated pre-tax income | ' | ' | ' | ' |
Net sales | $495.60 | $447.90 | $1,509.50 | $1,389.10 |
Pre-tax income | 99.9 | 93.4 | 413.8 | 268.9 |
Unallocated amounts: | ' | ' | ' | ' |
Special gains (charges) | ' | ' | 83.6 | -7 |
Interest (expense) income, net | -1 | 0.3 | -1.2 | 0.4 |
Total segment | ' | ' | ' | ' |
Information about reportable segments and reconciliations of segment net sales to consolidated net sales and segment pre-tax income to consolidated pre-tax income | ' | ' | ' | ' |
Net sales | 512.9 | 455.9 | 1,555.40 | 1,403.70 |
Pre-tax income | 253 | 218.4 | 775.1 | 674.1 |
Total segment | United States | ' | ' | ' | ' |
Information about reportable segments and reconciliations of segment net sales to consolidated net sales and segment pre-tax income to consolidated pre-tax income | ' | ' | ' | ' |
Net sales | 232.1 | 193.5 | 700.5 | 587.1 |
Pre-tax income | 135.1 | 109.2 | 410.6 | 330.2 |
Total segment | Europe | ' | ' | ' | ' |
Information about reportable segments and reconciliations of segment net sales to consolidated net sales and segment pre-tax income to consolidated pre-tax income | ' | ' | ' | ' |
Net sales | 146.2 | 129.7 | 462.4 | 430.9 |
Pre-tax income | 66.2 | 53.4 | 212.4 | 185.2 |
Total segment | Japan | ' | ' | ' | ' |
Information about reportable segments and reconciliations of segment net sales to consolidated net sales and segment pre-tax income to consolidated pre-tax income | ' | ' | ' | ' |
Net sales | 69.2 | 70.7 | 209.5 | 214 |
Pre-tax income | 31.6 | 36.5 | 102 | 110.2 |
Total segment | Rest of World | ' | ' | ' | ' |
Information about reportable segments and reconciliations of segment net sales to consolidated net sales and segment pre-tax income to consolidated pre-tax income | ' | ' | ' | ' |
Net sales | 65.4 | 62 | 183 | 171.7 |
Pre-tax income | 20.1 | 19.3 | 50.1 | 48.5 |
Reconciling items (Unallocated amounts), foreign currency | ' | ' | ' | ' |
Information about reportable segments and reconciliations of segment net sales to consolidated net sales and segment pre-tax income to consolidated pre-tax income | ' | ' | ' | ' |
Net sales | -17.3 | -8 | -45.9 | -14.6 |
Pre-tax income | -3.3 | 2.1 | -3.7 | 0.5 |
Corporate, non-segment | ' | ' | ' | ' |
Unallocated amounts: | ' | ' | ' | ' |
Corporate items | ($148.80) | ($127.40) | ($440) | ($399.10) |
SEGMENT_INFORMATION_Details_2
SEGMENT INFORMATION (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Net Sales by Geographic Area and by Major Product and Service Area | ' | ' | ' | ' | ' |
Net sales | $495.60 | $447.90 | $1,509.50 | $1,389.10 | ' |
Long-lived Tangible Assets by Geographic Area | ' | ' | ' | ' | ' |
Long-lived tangible assets | 440 | ' | 440 | ' | 399.6 |
Surgical Heart Valve Therapy | ' | ' | ' | ' | ' |
Net Sales by Geographic Area and by Major Product and Service Area | ' | ' | ' | ' | ' |
Net sales | 191.8 | 185.7 | 594.2 | 589.8 | ' |
Transcatheter Heart Valves | ' | ' | ' | ' | ' |
Net Sales by Geographic Area and by Major Product and Service Area | ' | ' | ' | ' | ' |
Net sales | 172 | 123.8 | 523.8 | 391.1 | ' |
Critical Care | ' | ' | ' | ' | ' |
Net Sales by Geographic Area and by Major Product and Service Area | ' | ' | ' | ' | ' |
Net sales | 131.8 | 138.4 | 391.5 | 408.2 | ' |
United States | ' | ' | ' | ' | ' |
Net Sales by Geographic Area and by Major Product and Service Area | ' | ' | ' | ' | ' |
Net sales | 232.1 | 193.6 | 700.5 | 587.2 | ' |
Long-lived Tangible Assets by Geographic Area | ' | ' | ' | ' | ' |
Long-lived tangible assets | 293.4 | ' | 293.4 | ' | 263.4 |
Europe | ' | ' | ' | ' | ' |
Net Sales by Geographic Area and by Major Product and Service Area | ' | ' | ' | ' | ' |
Net sales | 144.4 | 121.8 | 454.2 | 417.1 | ' |
Japan | ' | ' | ' | ' | ' |
Net Sales by Geographic Area and by Major Product and Service Area | ' | ' | ' | ' | ' |
Net sales | 56.7 | 71.8 | 176 | 214.9 | ' |
Rest of World | ' | ' | ' | ' | ' |
Net Sales by Geographic Area and by Major Product and Service Area | ' | ' | ' | ' | ' |
Net sales | 62.4 | 60.7 | 178.8 | 169.9 | ' |
International | ' | ' | ' | ' | ' |
Long-lived Tangible Assets by Geographic Area | ' | ' | ' | ' | ' |
Long-lived tangible assets | $146.60 | ' | $146.60 | ' | $136.20 |
SUBSEQUENT_EVENT_Details
SUBSEQUENT EVENT (Details) (Subsequent event, Senior Notes due 2018, USD $) | 1 Months Ended | |
In Millions, unless otherwise specified | Oct. 30, 2013 | Sep. 30, 2013 |
Subsequent event | ' | ' |
Principal amount | $600 | ' |
Interest rate (as a percent) | 2.88% | ' |
Proceeds from the Notes | 597 | ' |
Issuance discount | 3 | ' |
Effective interest rate | 2.98% | ' |
Issuance costs | ' | $1.80 |
Change of control triggering events | ' | ' |
Subsequent event | ' | ' |
Price at which Notes may be required to be repurchased as a percentage of principal amount | 101.00% | ' |