UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
ý | Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 | |
For the fiscal year ended December 31, 2002 |
||
OR |
||
o |
Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
|
For the transition period from to |
Commission file number 1-15525
Edwards Lifesciences Corporation
401(k) Savings and Investment Plan
Edwards Lifesciences Corporation
One Edwards Way
Irvine, California 92614
(949) 250-2500
Edwards Lifesciences Corporation
401(k) Savings and Investment Plan
Index to Financial Statements and Supplemental Schedule
|
Page |
||
---|---|---|---|
Report of Independent Auditors | 1 | ||
Financial Statements: | |||
Statements of Net Assets Available for Benefits as of December 31, 2002 and 2001 | 2 | ||
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2002 and 2001 | 3 | ||
Notes to Financial Statements | 4 | ||
Supplemental Schedule:* | |||
Schedule H-line 4i-Schedule of Assets (Held at End of Year) | 9 | ||
Signature | 11 | ||
Exhibits: | |||
23Consent of Independent Auditors | 13 | ||
99Certification of Periodic Financial Reports | 14 |
Report of Independent Auditors
To the Participants and the Administrative and Investment Committee
for the Edwards Lifesciences Corporation Employee
Benefit Plans:
In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Edwards Lifesciences Corporation 401(k) Savings and Investment Plan (the "Plan") at December 31, 2002 and 2001, and the changes in net assets available for benefits for the years ended December 31, 2002 and 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/
PricewaterhouseCoopers LLP
Orange County, California
June 26, 2003
1
Edwards Lifesciences Corporation
401(k) Savings and Investment Plan
Statements of Net Assets Available for Plan Benefits
|
December 31, |
||||||||
---|---|---|---|---|---|---|---|---|---|
|
2002 |
2001 |
|||||||
Investments, at fair value and cash equivalents | $ | 114,688,260 | $ | 127,877,312 | |||||
Receivables: | |||||||||
Dividends and interest receivable | 316,189 | 323,874 | |||||||
Participant contributions | 93,911 | 51,513 | |||||||
Company contributions | 983,930 | 880,384 | |||||||
Total receivables | 1,394,030 | 1,255,771 | |||||||
Total assets | 116,082,290 | 129,133,083 | |||||||
Accounts payable |
(68,633 |
) |
(131,734 |
) |
|||||
Due to brokers for securities purchased | | (823,174 | ) | ||||||
Net assets available for benefits | $ | 116,013,657 | $ | 128,178,175 | |||||
The accompanying notes are an integral part of these financial statements.
2
Edwards Lifesciences Corporation
401(k) Savings and Investment Plan
Statements of Changes in Net Assets Available for Benefits
|
Year Ended December 31, |
||||||||
---|---|---|---|---|---|---|---|---|---|
|
2002 |
2001 |
|||||||
Additions to net assets: | |||||||||
Investment income: |
|||||||||
Interest | $ | 1,997,872 | $ | 2,077,687 | |||||
Dividends | 162,178 | 185,147 | |||||||
Total investment income | 2,160,050 | 2,262,834 | |||||||
Net appreciation in fair value of assets | | 2,212,933 | |||||||
Contributions: | |||||||||
Participant contributions | 7,425,708 | 7,892,106 | |||||||
Company contributions | 4,709,662 | 5,678,456 | |||||||
Rollover contributions | 1,153,589 | 770,238 | |||||||
Total contributions | 13,288,959 | 14,340,800 | |||||||
Total additions | 15,449,009 | 18,816,567 | |||||||
Deductions from net assets: | |||||||||
Net depreciation in fair value of assets |
(19,788,537 |
) |
|
||||||
Benefits paid to participants | (7,560,624 | ) | (23,118,024 | ) | |||||
Administrative expenses | (264,366 | ) | (450,717 | ) | |||||
Total deductions | (27,613,527 | ) | (23,568,741 | ) | |||||
Net decrease | (12,164,518 | ) | (4,752,174 | ) | |||||
Net assets available for benefits: | |||||||||
Beginning of period | 128,178,175 | 132,930,349 | |||||||
End of year | $ | 116,013,657 | $ | 128,178,175 | |||||
The accompanying notes are an integral part of these financial statements.
3
Edwards Lifesciences Corporation
401(k) Savings and Investment Plan
Notes to Financial Statements
1. Description of the Plan
The following description of the Edwards Lifesciences Corporation 401(k) Savings and Investment Plan (the "Plan") is provided for general information purposes only. The Plan was created effective April 1, 2000 in connection with the spin-off of Edwards Lifesciences Corporation (the "Company") from Baxter International Inc. ("Baxter"). The Baxter International Inc. and Subsidiaries Investment Incentive Plan assets relating to the Company's U.S. employees were transferred to the Plan at the time of the spin-off. Participants should refer to the Plan document for more complete information.
General
The Plan is a defined contribution retirement plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Participation in the Plan is available to employees of the Company who have met certain eligibility requirements, as described below.
Eligibility
Employees become eligible to participate in the Plan on the first day of the month following one full month of employment. Eligible individuals are those who are U.S. employees of the Company, or a subsidiary, division or facility of the Company that has adopted the Plan, other than:
Plan Administration
The Plan is administered by the Administrative and Investment Committee for the Edwards Lifesciences Corporation Employee Benefit Plans (the "Committee"). The Committee has authority, responsibility and control over the management of the assets of the Plan. Members of the Committee are appointed by the Board of Directors of the Company and are currently employees of the Company. State Street Bank and Trust Company ("Trustee") serves as trustee of the Plan assets and CitiStreet Institutional and Total Benefits Outsourcing provides record keeping services for the Plan.
Contributions
The Plan allows tax deferred contributions intended to qualify under Section 401(k) of the Internal Revenue Code ("IRC"). Eligible participants may make pre-tax contributions up to 15%, limited to $11,000 for the year ended 2002, of their eligible annual compensation within certain limitations. The Company matches the first three percent of the participant's annual eligible compensation contributed to the Plan on a dollar for dollar basis. The Company matches the next two percent of the participant's annual eligible compensation to the Plan on a 50% basis. In addition, each participant who is an hourly manufacturing employee is eligible to receive discretionary profit sharing contributions in an amount targeted at three percent of such participant's annual base pay based on the achievement of certain
4
performance measures. Also, certain employees are eligible for transitional contributions related to the spin-off from Baxter, as described more fully in the Plan document.
Participant Accounts
Each participant's account is credited with the participant's contributions, the Company's matching contributions and the allocation of the participant's share of the Plan's net earnings and losses, net of certain investment management fees. Allocations are based on participant account balances, as defined.
Vesting
Participants are immediately fully vested in their plan accounts (other than their Company matching contributions) plus actual earnings thereon. Vesting in a participant's Company matching contributions plus actual earnings thereon is based on years of continuous service. A participant vests in Company matching contributions in annual increments of 20% and, therefore, is 100% vested after five years of credited service. On termination of service due to death, disability, or attainment of normal retirement age, a participant shall become fully vested.
Investment Options
Upon enrollment in the Plan, a participant may direct contributions in any of the following investment options:
Commingled Funds:
General Equity FundFunds are invested in stocks of U.S. companies of all sizes and types that have strong prospects for future earnings growth.
Composite FundFunds are invested in a fixed income fund and a fund which invests in the common stocks of those companies listed in the Standard & Poor's 500 Stock index.
Stable Income FundFunds are invested in a portfolio of investment contracts purchased from insurance companies. These contracts provide a guaranteed interest rate and are included in the general assets of the Plan.
S&P 500 Equity Index FundFunds are invested in the common stocks of those companies listed in the Standard & Poor's 500 Stock index.
International EAFE Equity Index FundFunds are invested in the stocks of companies in Europe, Australia and the Far East, known as "EAFE" countries.
Advice FundsFunds can be invested in the above funds as well as a fund that invests in the common stocks of those companies listed in the Russell 2000 Stock index. This option provides participants with ongoing investment advice from professional financial advisors.
Self Managed Funds:
Self managed fundsThis is a brokerage option that allows participants to invest in approximately 200 different mutual funds.
5
Common Stock Funds:
Edwards Common Stock FundFunds are invested primarily in Company common stock.
Baxter Common Stock Fund (for certain eligible employees)Funds are invested primarily in Baxter common stock. Effective April 1, 2000, participants may no longer elect that contributions be invested in the fund, nor may they transfer any existing account balances into the fund.
Participant Loans
Participants may borrow an amount ranging from a minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balances. The loans bear interest based on the applicable prime rate at the time of issuance plus 1%, which interest rates presently range from 5.25% to 10.50%, and have a maximum term of five years (or ten years if used to acquire a home). The loans are collateralized by the participants' vested interest in their accounts and any additional collateral as the Committee may require. Principal and interest are generally paid ratably through payroll deductions.
Payment of Benefits
On termination of service or otherwise becoming eligible to receive benefits, a participant may elect to receive a lump-sum amount equal to the value of the participant's account, receive periodic installments or transfer the balance in the participant's account to another qualified plan. Vested accounts of $5,000 or less will be automatically paid in a lump-sum amount.
A participant may make withdrawals from the participant's accounts (except as provided in the Plan document) upon reaching age 591/2, becoming fully vested and completing five years of Plan participation. Withdrawals may also be made for financial hardship, which is determined pursuant to the provisions of the IRC. Upon making a hardship withdrawal, a participant may not make additional pre-tax contributions for a period of 6 months from the date of the withdrawal payment.
Administrative Expenses
Substantially all investment manager, trustee and administrative fees incurred in the administration of the Plan were paid from the assets of the Plan.
Forfeitures
A participant's nonvested balance is forfeited at the time of termination of employment. Such forfeitures may be used to offset future Company matching contributions.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
6
Investment Valuation and Income Recognition
Investments in commingled funds are valued based on information provided by the Trustee. The value ascribed by the Trustee is based on closing prices of the underlying securities on the valuation date. The financial statements of the commingled funds are audited annually by independent auditors.
Investments in mutual funds are valued based on the closing market price on the valuation date.
Investments in common stock are valued based on the closing stock price on the valuation date.
Participant loans are valued at the unpaid principal amount of the loan, which is estimated to approximate fair value.
Purchases and sales of securities are reflected on a trade date basis. Interest income is recorded on an accrual basis. Dividend income is recorded on the ex-dividend date. The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and unrealized appreciation (depreciation) on those investments.
The assets of the Plan are held in a master trust. The master trust contains the assets of the Plan and the Edwards Lifesciences Corporation of Puerto Rico Savings and Investment Plan. Net assets, investment income, and gains and losses are allocated to the Plan based on its proportionate share of the master trust. The Plan's proportionate interest in the master trust at December 31, 2002 and 2001 was 95% and 96%, respectively.
Payment of Benefits
Benefits to participants are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes to the financial statements. Changes in such estimates may affect amounts reported in future periods.
Risks and Uncertainties
The Plan provides for various investment options in any combination of investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.
7
3. Investments
Investments representing five percent or more of the Plan's net assets are summarized as follows:
|
December 31, |
|||||
---|---|---|---|---|---|---|
|
2002 |
2001 |
||||
Principal Accumulation Return Fund | $ | 38,959,526 | $ | 33,565,608 | ||
S&P 500 Flagship Fund Series A | 25,613,176 | 20,952,933 | ||||
Edwards Lifesciences Corporation Common Stock | 14,864,004 | 15,595,867 | ||||
US Growth & Income Fund Series A | 13,461,119 | 18,935,875 | ||||
Baxter International Inc. Common Stock | 8,162,309 | 17,610,856 | ||||
Passive Bond Market Index Securities Lending Fund Series A | 4,515,409 | 12,671,733 |
The Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
|
Years Ended December 31, |
||||||
---|---|---|---|---|---|---|---|
|
2002 |
2001 |
|||||
Common stock | $ | (8,565,266 | ) | $ | 9,830,660 | ||
Commingled investments | (11,076,424 | ) | (7,423,217 | ) | |||
Mutual Funds | (146,847 | ) | (194,510 | ) | |||
$ | (19,788,537 | ) | $ | 2,212,933 | |||
4. Distribution Priorities upon Termination of the Plan
Although it has not expressed any intent to do so, the Company has the right under the Plan to reduce, suspend or discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Upon termination of the Plan, the account balance of each participant will become 100% vested and all assets, net of expenses, will be distributed to the participants or the participants' beneficiaries.
5. Tax Status of the Plan
The Company has received a favorable determination letter from the Internal Revenue Service on the Plan's federal income tax status. Although the Plan has since been amended, the Plan Administrator believes the Plan is currently designed and is being operated in compliance with the applicable requirements of the Internal Revenue Code.
6. Related Parties
At December 31, 2002 and 2001, the Plan held units of participation in certain commingled funds and short-term investment funds of the Trustee and held shares of common stock of the Company. These transactions are allowable party-in-interest transactions under ERISA and the regulations promulgated thereunder.
8
Edwards Lifesciences Corporation
401(k) Savings and Investment Plan
Schedule H-line 4i-Schedule of Assets (Held at End of Year)**
As of December 31, 2002
(a) |
(b) Identity of issue, borrower, lessor or similar party |
(c) Description of investment including maturity date, rate of interest, collateral, par or maturity value |
(d) Cost |
(e) Current Value |
|||||
---|---|---|---|---|---|---|---|---|---|
* | State Street Bank & Trust | Short term investment fund | $ | 511,799 | |||||
* | State Street Bank & Trust | S&P 500 Flagship Fund Series A | 25,613,176 | ||||||
* | State Street Bank & Trust | U.S. Growth and Income Fund Series A | 13,461,119 | ||||||
* | State Street Bank & Trust | Passive Bond Market Index Securities Lending Fund Series A | 4,515,409 | ||||||
* | State Street Bank & Trust | Daily EAFE Securities Lending Fund A | 2,944,632 | ||||||
* | State Street Bank & Trust | Principal Accumulation Return Fund | 38,959,526 | ||||||
* | State Street Bank & Trust | Russell 2000 Index Securities Lending Fund | 697,725 | ||||||
Ameristock | Ameristock Mutual Fund | 6,571 | |||||||
Bridgeway | Bridgeway Aggressive Growth | 11,835 | |||||||
Brown Capital Management | Brown Capital Management Small Company Fund | 14,855 | |||||||
Citizens Funds | Citizens Global Equity | 9,928 | |||||||
Pacific Financial Research | Clipper | 56,641 | |||||||
Credit Suisse | Credit Suisse Capital Appreciation | 3,176 | |||||||
Dodge & Cox | Dodge & Cox Stock | 43,354 | |||||||
Dreyfus | Dreyfus Aggressive Value Fund | 5,902 | |||||||
Dreyfus | Dreyfus Mid Cap Value Fund | 3,883 | |||||||
Fidelity | Spartan US Equity Index | 1,078 | |||||||
Fidelity | Fidelity International Bond | 3,202 | |||||||
Fidelity | Fidelity Mid Cap Stock | 5,808 | |||||||
Fidelity | Fidelity Equity Income | 420 | |||||||
Fidelity | Fidelity Growth Company | 3,998 | |||||||
Fidelity | Fidelity Dividend Growth | 1,161 | |||||||
Fidelity | Fidelity Value | 3,472 | |||||||
Firsthand | Firsthand Technology Value | 12,434 | |||||||
Gabelli Funds | Gabelli Global Growth Fund | 7,539 | |||||||
Gabelli Funds | Gabelli Growth | 300 | |||||||
Harbor Funds | Harbor Small Cap Growth | 257 | |||||||
Invesco | Invesco Dynamics | 6,246 | |||||||
Invesco | Invesco Total Return | 3,270 | |||||||
Janus | Janus Growth and Income | 38,661 | |||||||
Longleaf Partners Fund | Longleaf Partners | 952 | |||||||
Managers | Managers Short Duration | 9,990 | |||||||
Morgan Stanley | Morgan Stanley Institutional Small Cap Value | 8,795 | |||||||
Oak Associates Funds | White Oak Growth Stock | 2,098 | |||||||
PBHG Funds | PBHG Large Cap Growth | 5,783 | |||||||
T. Rowe Price | T. Rowe Price Growth Stock | 6,997 | |||||||
T. Rowe Price | T. Rowe Price New Era | 428 | |||||||
T. Rowe Price | T. Rowe Price Small Cap Stock | 25,133 | |||||||
T. Rowe Price | T. Rowe Price Value | 7,855 | |||||||
Royce Funds | Royce Premier Series | 738 | |||||||
Royce Funds | Royce Total Return Fund | 29,765 | |||||||
9
* | State Street Bank & Trust | SSGA Money Market Fund | 136,543 | ||||||
Selected Funds | Selected American Shares | 89,922 | |||||||
Strong Funds | Strong Opportunity Income | 36,020 | |||||||
Strong Funds | Strong Large Cap Growth | 5,163 | |||||||
Tocqueville Trust | Tocqueville Small Cap Value | 4,457 | |||||||
Tweedy Brown | Tweedy Brown Global Value Fund | 82,992 | |||||||
Value Line Mutual Funds | Value Line Special Situation Inc | 4,490 | |||||||
Vanguard | Vanguard US Growth Portfolio | 268 | |||||||
Vanguard | Vanguard Growth and Income | 5,778 | |||||||
Vanguard | Vanguard Morgan Growth | 5,147 | |||||||
Vanguard | Vanguard Windsor II | 5,489 | |||||||
Vanguard | Vanguard Index Trust S&P 500 Port | 10,294 | |||||||
Vanguard | Vanguard Total Stock Market | 3,869 | |||||||
Wasatch Funds | Wasatch Aggressive Equity | 5,845 | |||||||
Weitz Funds | Weitz Partners Value | 4,013 | |||||||
Weitz Funds | Weitz Value | 4,338 | |||||||
Baxter International Inc. | 278,887 shares of common stock | 8,162,309 | |||||||
* | Edwards Lifesciences Corp. | 555,501 shares of common stock | 14,864,004 | ||||||
* | Participant Loans | Varying maturity dates with interest rates ranging from 5.25% to 10.50% | 4,211,408 | ||||||
$ | 114,688,260 | ||||||||
10
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the administrator of the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
EDWARDS LIFESCIENCES CORPORATION 401(K) SAVINGS AND INVESTMENT PLAN |
|||
By: |
/s/ CORINNE H. LYLE Corinne H. Lyle Member of the Administrative and Investment Committee for the Edwards Lifesciences Corporation Employee Benefit Plans |
June 26, 2003
11
Exhibits are identified below. Exhibit 23 is filed herein as an exhibit hereto and Exhibit 99 is furnished and attached hereto.
Exhibit No. |
Description |
|
---|---|---|
23 | Consent of Independent Auditors | |
99 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 |
12