UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 11-K

(Mark One)    

ý

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

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



A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:

Edwards Lifesciences Technology SARL
Retirement Savings Plan

B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Edwards Lifesciences Corporation

One Edwards Way
Irvine, California 92614
(949) 250-2500


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Edwards Lifesciences Technology SARL

Retirement Savings Plan

Index to Financial Statements and Supplemental Schedule

 
  Page

Report of Independent Registered Public Accounting Firm

  1

Financial Statements:

   

Statements of Net Assets Available for Benefits as of December 31, 2011 and 2010

  2

Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2011 and 2010

  3

Notes to Financial Statements

  4

Supplemental Schedule

  13

Signature

  14

Exhibits:

   

23—Consent of Independent Registered Public Accounting Firm

   

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Report of Independent Registered Public Accounting Firm

To the Administrative and Investment Committee
for the Edwards Lifesciences Corporation Employee Benefit Plans

        We have audited the accompanying statements of net assets available for benefits of Edwards Lifesciences Technology SARL Retirement Savings Plan (the Plan) as of December 31, 2011 and 2010, and the related statements of changes in net assets available for benefits for the years then ended. 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 in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Edwards Lifesciences Technology SARL Retirement Savings Plan as of December 31, 2011 and 2010, and the changes in net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

        Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The Schedule H—Line 4i—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. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the 2011 basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the 2011 basic financial statements taken as a whole.

/s/ HEIN & ASSOCIATES LLP

Irvine, California
       

June 20, 2012

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Edwards Lifesciences Technology SARL

Retirement Savings Plan

Statements of Net Assets Available for Benefits

 
  December 31,  
 
  2011   2010  

Investments in Master Trust, at fair value

  $ 21,689,673   $ 22,477,328  

Notes receivable from participants

    2,055,685     1,941,269  

Company contributions receivable

    142,423     155,494  
           

Net assets available for benefits, at fair value

    23,887,781     24,574,091  

Adjustment from fair value to contract value for fully benefit-responsive investment contracts (Note 2)

    (326,319 )   (305,686 )
           

NET ASSETS AVAILABLE FOR BENEFITS

  $ 23,561,462   $ 24,268,405  
           

   

The accompanying notes are an integral part of these financial statements.

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Edwards Lifesciences Technology SARL

Retirement Savings Plan

Statements of Changes in Net Assets Available for Benefits

 
  Years Ended December 31,  
 
  2011   2010  

Additions to net assets attributed to:

             

Investment (expense) income:

             

Net (depreciation) appreciation in fair value of Master Trust

  $ (1,252,536 ) $ 3,763,070  

Interest

    237,841     346,026  

Dividends

    248,869     155,401  

Interest income on notes receivable from participants

    92,505     95,650  
           

Total investment (expense) income

    (673,321 )   4,360,147  
           

Contributions:

             

Company contributions

    935,258     921,569  

Participant contributions

    950,396     881,632  
           

Total contributions

    1,885,654     1,803,201  
           

Total additions

    1,212,333     6,163,348  
           

Deductions from net assets attributed to:

             

Benefits paid to participants

    1,862,968     910,499  

Administrative expenses

    56,308     22,373  
           

Total deductions

    1,919,276     932,872  
           

Net (decrease) increase in net assets available for benefits

    (706,943 )   5,230,476  

Net assets available for benefits:

             

Beginning of year

    24,268,405     19,037,929  
           

End of year

  $ 23,561,462   $ 24,268,405  
           

   

The accompanying notes are an integral part of these financial statements.

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Edwards Lifesciences Technology SARL

Retirement Savings Plan

Notes to Financial Statements

1.     Description of the Plan

        The following description of the Edwards Lifesciences Technology SARL Retirement Savings Plan (the "Plan"), formerly the Edwards Lifesciences Technology SARL Retirement Savings and Investment Plan, is provided for general information purposes only. 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 Edwards Lifesciences Technology SARL (the "Company") who have met certain eligibility requirements, as described below. Effective January 1, 2011, the Plan was amended such that it is qualified exclusively under the Puerto Rico Internal Revenue Code. There were no other significant changes to the provisions of the Plan.

Eligibility

        Employees become eligible to participate in the Plan on the thirty-first day after an employee is credited with an hour of service. Eligible individuals are those who are 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 Edwards Lifesciences Corporation ("Parent Company") and are employees of the Parent Company. Banco Popular de Puerto Rico ("Trustee") serves as the trustee

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of the Plan, ING National Trust serves as the Plan's custodian and ING Institutional Plan Services provides record keeping services for the Plan.

Contributions

        The Plan allows tax deferred contributions intended to qualify under the applicable laws of the Commonwealth of Puerto Rico. Eligible participants may make pre-tax contributions up to 25% of their eligible annual compensation within certain limitations. The Company matches the first 4% of the participant's annual eligible compensation contributed to the Plan at the rate of 50 cents for each contributed dollar. Each eligible employee, regardless of whether they contribute to the Plan, will receive a contribution in an amount targeted at 2% of such employee's Retirement Savings Plan eligible earnings for the prior year as defined by the Plan. Certain employees are also eligible for a supplemental contribution related to changes in the Company's prior pension plan.

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 and profit sharing contributions), plus actual earnings thereon. Vesting in a participant's Company matching and profit sharing contributions plus actual earnings thereon is based on years of continuous service. A participant vests in Company matching and profit sharing contributions in annual increments of 20% and, therefore, is 100% vested after five years of credited service. Participants are immediately fully vested in any supplemental profit sharing contributions received as a result of the changes in the Company's pension plan. Upon 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 within the Master Trust:

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Notes Receivable from Participants

        Participants may borrow an amount ranging from a minimum of $1,000 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 4.3% to 9.3%, 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

        Upon termination of service or otherwise becoming eligible to receive benefits, a participant may elect to (1) receive a lump-sum amount equal to the value of the participant's account, (2) receive periodic installments or (3) transfer the balance in the participant's account to another qualified plan. Vested accounts of $1,000 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) if the participant is over age 59 1/2 and fully vested. Withdrawals may also be made for financial hardship, which is determined pursuant to the provisions of the Puerto Rico Internal Revenue Code. Upon making a hardship withdrawal, a participant may not make additional pre-tax contributions for a period of 12 months from the date of the withdrawal payment.

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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 non-vested balance is forfeited at the time of termination of employment. Such forfeitures may be used to offset future Company matching contributions. Forfeitures of $36,342 and $18,401 were used to reduce Company matching contributions during 2011 and 2010, respectively. Forfeitures outstanding were approximately $13,220 and $25,541 as of December 31, 2011 and 2010, respectively.

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.

New Accounting Standards

        In May 2011, the Financial Accounting Standards Board issued an amendment to the accounting guidance on fair value measurements to ensure that United States generally accepted accounting principles and International Financial Reporting Standards have common requirements for fair value measurement and disclosures, including a consistent definition of fair value. The guidance is effective for interim and annual periods beginning on or after December 15, 2011. The Company does not expect the adoption of this guidance will have a material impact on the Plan's financial statements.

Investment Valuation and Income Recognition

        The investment in the Master Trust (see Note 4) is valued at the net asset value ("NAV") of the underlying investments within the Master Trust. The Master Trust's assets are primarily invested in funds managed by the Trustee through a commingled employee benefit funds trust. Units have been purchased in funds which invest primarily in securities of major U.S. companies, international equity securities in both developed and emerging markets, and government agency fixed income securities.

        Purchases and sales of securities are recorded by the Master Trust on a trade-date basis. Realized gains and losses for security transactions are reported using the average cost method. Net appreciation in the Master Trust includes realized gains and losses on the sale of investments and unrealized appreciation or depreciation. Interest income is recorded on an accrual basis, and dividends are recorded on the ex-dividend date.

        The Plan invests in investment contracts through participation in the Invesco Stable Value Trust Fund ("Stable Value Fund"), a common collective trust fund. The accounting guidance requires that investment contracts held by a defined contribution plan be reported at fair value. However, contract value is the relevant measurement criteria for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. Accordingly, the Statements of Net Assets Available for Benefits reflect these investments at fair value, with a corresponding adjustment to reflect the investments at contract value. The Statements of Changes in Net Assets Available for Benefits are prepared on a contract value basis.

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Notes Receivable from Participants

        Notes receivable from participants are measured at their unpaid principal balance plus accrued but unpaid interest. Delinquent participant loans are treated as distributions based upon the terms of the Plan document.

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.

        The Plan's Stable Value Fund, a common collective trust fund, invests in a variety of investment contracts such as guaranteed investment contracts, bank investment contracts, and/or a wrapped portfolio of fixed income instruments. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment in the Stable Value Fund at contract value. Certain events may limit the ability of the Plan to transact at contract value with the issuer. The Plan administrator does not believe that the occurrence of any such event is probable.

3.     Fair Value Measurements

        Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Company prioritizes the inputs used to determine fair values in one of the following three categories:

        Level 1—Quoted market prices in active markets for identical assets or liabilities.

        Level 2—Inputs, other than quoted prices in active markets, that are observable, either directly or
                        indirectly.

        Level 3—Unobservable inputs that are not corroborated by market data.

        In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.

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        The following table summarizes the Plan's financial instruments which are measured at fair value on a recurring basis as of December 31, 2011 and 2010:

December 31, 2011
  Level 1   Level 2   Level 3   Total  

Assets

                         

Common/collective trust funds

                         

Stable value fund

  $   $ 10,746,734   $   $ 10,746,734  

Large cap equity fund

        1,516,528         1,516,528  

Balanced fund

        592,585         592,585  

International equity fund

        388,521         388,521  

Small/mid cap equity fund

        141,015         141,015  

Common stock

    6,230,911             6,230,911  

Mutual funds

                         

Lifecycle target date blended funds

    973,528             973,528  

Large cap equity funds

    561,630             561,630  

Fixed income funds

    336,895             336,895  

Small/mid cap equity funds

    198,888             198,888  

International equity funds

    2,264             2,264  

Money market funds

        174         174  
                   

  $ 8,304,116   $ 13,385,557   $   $ 21,689,673  
                   

 

December 31, 2010
  Level 1   Level 2   Level 3   Total  

Assets

                         

Common/collective trust funds

                         

Stable value fund

  $   $ 10,874,398   $   $ 10,874,398  

Large cap equity fund

        1,612,345         1,612,345  

Balanced fund

        618,317         618,317  

International equity fund

        426,065         426,065  

Common stock

    6,297,401             6,297,401  

Mutual funds

                         

Lifecycle target date blended funds

    830,696             830,696  

Large cap equity funds

    637,821             637,821  

Fixed income funds

    246,776             246,776  

Small/mid cap equity funds

    428,344             428,344  

Money market funds

        505,165         505,165  
                   

  $ 8,441,038   $ 14,036,290   $   $ 22,477,328  
                   

        Common/collective trust funds and money market funds are valued using the NAV provided by the administrator of the fund. The NAV is based on the fair value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. Common/collective trust funds and money market funds are categorized as Level 2 as the NAV unit price is not quoted in an active market. However, the unit price is based on underlying investments which are either traded on an active market or are valued based on observable inputs such as market interest rates and quoted prices for similar securities. As of December 31, 2011, there were no unfunded commitments related to common/collective trust funds or money market funds. Investments in these funds can be redeemed daily and, in general, do not have a redemption notification period. For the Stable Value Fund, investments can be held in the fund for up to 12 months from the date of a redemption request. It is not probable that investments in these funds would be sold at amounts that differ materially from the NAV of the units held.

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        Common stock and mutual fund investments are valued at fair value based on quoted market prices reported on the active markets on which the individual securities are traded, and are categorized as Level 1. During the years ended December 31, 2011 and 2010, there were no transfers in or out of Levels 1 or 2 of the fair value hierarchy.

4.     Investments

        The Master Trust, held by ING National Trust, holds the assets of the Plan and the Edwards Lifesciences Corporation 401(k) Savings and Investment Plan.

        The accompanying Statements of Net Assets Available for Benefits reflect the apportioned share of the underlying Plan assets and liabilities of the Trust. Allocations of net income from the Trust are based on the Plan's net assets at the beginning of the year with adjustments for contributions and benefit payments made during the year.

        Summarized financial information for the Trust as of December 31 is as follows:

 
  December 31,  
 
  2011   2010  

Net assets held by Master Trust, at fair value:

             

Common/collective trust funds

  $ 143,241,111   $ 144,983,943  

Common stock funds

    126,674,176     124,494,508  

Mutual funds

    75,100,967     81,418,147  

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

    (2,382,767 )   (2,416,349 )
           

Net assets available for benefits, at contract value

  $ 342,633,487   $ 348,480,249  
           

% of Plan net assets held by Master Trust

    6.24 %   6.36 %
           

        Investment income from Master Trust investments for the years ended December 31, 2011 and 2010 is as follows:

 
  Years Ended December 31,  
 
  2011   2010  

Net appreciation in fair value:

             

Common stock funds

  $ (16,514,961 ) $ 53,193,233  

Mutual funds

    (3,337,293 )   8,254,413  

Common/collective trust funds

    (1,865,444 )   7,045,161  

Interest income

    2,040,926     3,044,778  

Dividend income

    3,093,401     2,909,577  
           

Investment (expense) income

  $ (16,583,371 ) $ 74,447,162  
           

% of Plan investment (expense) income from Master Trust

    4.62 %   5.73 %
           

        The only investment that represents 5% or more of the Plan's net assets available for benefits at December 31, 2011 and 2010 was the Plan's interest in the Master Trust.

5.     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

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become 100% vested and all assets, net of expenses, will be distributed to the participants or the participants' beneficiaries.

6.     Tax Status of the Plan

        The Company has submitted the Plan for a favorable determination letter from the Puerto Rico Treasury Department ("Departmento de Hacienda") on the Plan's Puerto Rico qualified status for income tax purposes. The Plan Administrator believes the Plan's design and operation are in compliance with the applicable provisions and requirements of the Puerto Rico Internal Revenue Code.

7.     Exempt Party-in-Interest Transactions

        Parties-in-interest are defined under the Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, an employer whose employees are covered by the Plan, and certain others. At December 31, 2011 and 2010, the Plan, through its investment in the Master Trust, held units of participation in certain commingled funds, which held shares of common stock of the Parent Company, as follows:

 
  2011   2010  

Shares of Edwards Lifesciences stock held by Plan

    88,011     77,785  

Value of Edwards Lifesciences stock held by Plan

  $ 6,222,362   $ 6,288,110  

Plan's investment in Edwards Lifesciences stock as percentage of total net assets available for benefits

    26.4 %   25.9 %

        Also, certain assets of the Master Trust are loans to Plan participants. These transactions are allowable party-in-interest transactions under ERISA and the regulations promulgated thereunder.

8.     Reconciliation of Financial Statements to Form 5500

        The following is a reconciliation of amounts reported in the financial statements to amounts reported on Form 5500 as of and for the years ended December 31, 2011 and 2010:

 
  2011   2010  

Statement of Net Assets Available for Benefits:

             

Net assets available for benefits per the financial statements

  $ 23,561,462   $ 24,268,405  

Adjustment from contract value to fair value for fully benefit-responsive investment contracts

    326,319     305,686  
           

Net assets available for benefits per Form 5500

  $ 23,887,781   $ 24,574,091  
           

 

 
  2011   2010  

Statement of Changes in Net Assets Available for Benefits:

             

Net increase in net assets available for benefits per the financial statements

  $ (706,943 ) $ 5,230,476  

Prior year adjustment from contract value to fair value for fully benefit-responsive investment contracts

    (305,686 )   (165,716 )

Current year adjustment from contract value to fair value for fully benefit-responsive investment contracts

    326,319     305,686  
           

Net income per Form 5500

  $ (686,310 ) $ 5,370,446  
           

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Edwards Lifesciences Technology SARL
Retirement Savings Plan
Schedule H—line 4i—Schedule of Assets (Held at End of Year)
As of December 31, 2011

(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
 
 

*

  Notes Receivable from Participants  

Varying maturity dates with interest rates ranging from 4.3% to 9.3%

      $ 2,055,685  
 

 

Edwards
Lifesciences
Technology
SARL
Retirement Savings Trust

 

Master Trust—Commingled and Common Stock Funds

   
   
21,363,354
 

*
Party-in-interest for which a statutory exemption exists.

**
Cost information is not required for participant-directed investments and therefore has not been included in this schedule.

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SIGNATURE

        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 TECHNOLOGY SARL RETIREMENT SAVINGS PLAN

June 20, 2012

 

By:

 

/s/ ROBERT C. REINDL

Robert C. Reindl
Member of the Administrative and
Investment Committee for the
Edwards Lifesciences Corporation
Employee Benefit Plans

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EXHIBIT INDEX

        Exhibits are identified below. Exhibit 23 is filed herein as an exhibit hereto.

Exhibit No.
  Description
23         Consent of Independent Registered Public Accounting Firm—Hein & Associates LLP