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. 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 Corporation (the “Company”) who have met certain eligibility requirements, as described below.
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 U.S. employees of the Company, or a subsidiary, division, or facility of the Company that has adopted the Plan, other than:
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1.
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U.S. employees covered by a collective bargaining agreement unless the agreement provides for coverage under the Plan;
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2.
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Employees otherwise excluded from the groups of employees to whom the Plan is extended;
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3.
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Leased employees who are employed by another company that provides services to Edwards;
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4.
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Individuals who perform services under a written or verbal agreement that classifies them as independent contractors or that otherwise contains a waiver of participation in the Plan, regardless of such individual’s employment status under common law;
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5.
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Any employee classified as a “proctor” who is hired in conjunction with the Company’s transcatheter heart valve products; and
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6.
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Individuals employed by an employer whose entire amount of non-imputed U.S. source income is paid to a U.S. taxing authority.
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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 employees of the Company. Voya Institutional Trust Company (“Trustee”) serves as trustee and custodian of the Plan’s assets, and Voya Institutional Plan Services, LLC 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 and/or Roth contributions up to 25% of their eligible annual compensation within certain limitations. The Company matches the first 3% of the participant’s annual eligible compensation contributed to the Plan on a dollar-for-dollar basis. The Company matches the next 2% of the participant’s annual eligible compensation to the Plan on a 50% basis. In addition, if a participant is age 50 or older, the participant is allowed to make additional catch-up contributions within certain IRC limitations. Certain employees are also eligible for transitional contributions related to the Company’s spin-off from Baxter International, 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. Upon termination of service due to death, disability, or attainment of normal retirement age, a participant shall become fully vested.
Notes Receivable from Participants
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 notes bear interest based on the applicable prime rate at the time of issuance plus 1%, 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. Vested accounts between $1,000 and $5,000 will be automatically distributed into an individual retirement account designated by the Committee if the participant does not elect within 90 days to (1) have such distribution paid directly to an eligible retirement plan specified by the participant, or (2) receive the distribution directly in accordance with the Plan.
A participant may make withdrawals from the participant’s accounts (except as provided in the Plan document) if the participant is over age 59 ½, is fully vested and has completed 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 non-vested balance is forfeited at the time of termination of employment. Forfeitures may be used to offset future Company matching contributions. Forfeitures of
$460,584
and
$404,735
were used to offset Company matching contributions during
2016
and
2015
, respectively. Forfeitures outstanding were
$526,801
and
$647,240
at December 31,
2016
and
2015
, 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.
Investment Valuation and Income Recognition
The Plan’s investment in the Master Trust (see Note 4) is recorded 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. These investments are stated at fair value.
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 and dividend income are recorded on an accrual basis, and dividends are recorded on the ex-dividend date.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus accrued 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 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.
New Accounting Standards
In February 2017, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting guidance on employee benefit plans. The amendment requires that a plan’s interest in a master trust and any change in that interest be
presented in separate line items on the face of the plan’s financial statements. In addition, the amendment requires that all plans disclose the dollar amount of their interest in each type of investment. The guidance is effective for fiscal years beginning after
December 15, 2018. The Company does not expect the adoption of this guidance will have a material impact on the Plan's financial statements.
In July 2015, the FASB issued amendments to the accounting guidance on employee benefit plans. The amendments designated contract value as the only required measure for fully benefit-responsive investment contracts, and eliminated the previously required fair value disclosures. The amendments clarified that entities holding indirect investments in fully benefit-responsive investment contracts should no longer account for such investments as fully benefit-responsive investment contracts. In addition, the amendments eliminated the requirement that plans disclose (a) individual investments that represent 5% or more of net assets available for benefits and (b) the net appreciation or depreciation for investments by general type, eliminating the need to disaggregate the investments. This guidance was effective for fiscal years beginning after December 15, 2015, and has been applied retrospectively to all periods presented. The adoption of this guidance did not have a material impact on the Plan's financial statements.
In May 2015, the FASB issued an amendment to the disclosure guidance on fair value measurements. The amendment removed the requirement to include in the fair value hierarchy investments for which NAV is used as a practical expedient to
estimate fair value. The guidance was effective for annual reporting periods beginning after December 15, 2015, and has been applied retrospectively to all periods presented. The adoption of this guidance did not have a material impact on the Plan's financial statements.
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.
The following table summarizes the Plan’s financial instruments which are measured at fair value on a recurring basis as of December 31,
2016
and
2015
:
December 31,
2016
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Level 1
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Level 2
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Level 3
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Total
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Common stock
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$
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245,497,485
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$
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—
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$
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—
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$
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245,497,485
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Mutual funds
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200,636,581
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—
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—
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200,636,581
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Subtotal
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$
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446,134,066
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$
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—
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$
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—
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446,134,066
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Cash and cash equivalents
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2,889,390
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Common/collective trust funds measured at NAV (a)
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224,838,077
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Total investments
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$
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673,861,533
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December 31,
2015
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Level 1
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Level 2
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Level 3
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Total
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Common stock
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$
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187,149,918
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$
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—
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$
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—
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$
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187,149,918
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Mutual funds
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172,811,777
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—
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—
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172,811,777
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Subtotal
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$
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359,961,695
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$
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—
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$
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—
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359,961,695
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Cash and cash equivalents
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1,988,188
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Common/collective trust funds measured at NAV (a)
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218,877,142
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Total investments
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$
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580,827,025
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_______________________________________
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(a)
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In accordance with ASC Subtopic 820-10, certain investments that were measured at NAV per share have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefits.
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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.
Cash and cash equivalents consist of money market funds and monies on deposit for transactions pending settlement. 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.
As of December 31,
2016
, 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. Investments in the Plan's Stable Value Fund can be held in the fund for up to 24 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.
During the years ended December 31,
2016
and
2015
, there were no transfers in or out of Levels 1 or 2 of the fair value hierarchy.
4. Investments
The Master Trust, held by Voya Institutional Trust Company, holds the assets of the Plan and the Edwards Lifesciences Technology SARL Retirement Savings 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:
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December 31,
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2016
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2015
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Net assets held by Master Trust:
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Common stock funds
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$
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255,005,550
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$
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195,649,438
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Mutual funds
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205,748,658
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177,181,345
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Common/collective trusts
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243,990,221
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237,257,307
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Cash and cash equivalents
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2,889,522
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1,988,333
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Net assets held by Master Trust
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707,633,951
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612,076,423
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% of Plan net assets held by Master Trust
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95.23
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%
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94.89
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%
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Investment income from Master Trust investments for the years ended December 31,
2016
and
2015
is as follows:
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Years Ended December 31,
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2016
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2015
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Net appreciation in fair value
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$
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56,777,404
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$
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23,522,272
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Dividend income
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8,080,832
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10,720,533
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Interest income
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2,107,872
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2,303,945
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Investment income
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$
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66,966,108
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$
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36,546,750
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% of Plan investment income from Master Trust
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95.54
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%
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94.68
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%
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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 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 received a favorable determination letter from the Internal Revenue Service (“IRS”) on the Plan’s federal income tax status. The Plan Administrator believes the Plan is currently designed and is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is qualified and the related trust is tax exempt.
Accounting principles generally accepted in the United States require the Plan’s management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Department of Labor or IRS. The Plan Administrator has analyzed the tax
positions taken by the Plan, and has concluded that as of December 31,
2016
, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions. The Plan Administrator believes it is no longer subject to tax examinations for years prior to
2013
.
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,
2016
and
2015
, the Plan, through its investment in the Master Trust, held shares of common stock of the Company, as follows:
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2016
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2015
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Shares of Edwards Lifesciences stock held by Plan
|
2,480,675
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2,219,237
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Value of Edwards Lifesciences stock held by Plan
|
$
|
232,439,224
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$
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175,275,309
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Plan’s investment in Edwards Lifesciences stock as percentage of total net assets available for benefits
|
34.0
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%
|
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29.7
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%
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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,
2016
and
2015
:
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2016
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2015
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Statement of Net Assets Available for Benefits:
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Net assets available for benefits per the financial statements
|
$
|
684,332,564
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$
|
590,100,346
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Adjustment from contract value to fair value for fully benefit-responsive investment contracts
|
—
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|
637,010
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|
Deemed distributions
|
(52,653
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)
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—
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Net assets available for benefits per Form 5500
|
$
|
684,279,911
|
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$
|
590,737,356
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2016
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2015
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Statement of Changes in Net Assets Available for Benefits:
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Net increase in net assets available for benefits per the financial statements
|
$
|
94,232,218
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$
|
51,386,676
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Prior year adjustment from contract value to fair value for fully benefit-responsive investment contracts
|
(637,010
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)
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(1,653,439
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)
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Current year adjustment from contract value to fair value for fully benefit-responsive investment contracts
|
—
|
|
|
637,010
|
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Deemed distributions
|
(52,653
|
)
|
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—
|
|
Net income per Form 5500
|
$
|
93,542,555
|
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$
|
50,370,247
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Edwards Lifesciences Corporation
401(k) Savings and Investment Plan
Schedule H – line 4i – Schedule of Assets (Held at End of Year)