DISCONTINUED OPERATIONS

3 Months Ended

Mar. 31, 2025

Discontinued Operations and Disposal Groups [Abstract]

On June 3, 2024, the Company entered into a definitive agreement to sell Critical Care to Becton, Dickinson and Company ("BD"), and the sale was completed on September 3, 2024. In addition, as a next step in the Company's disposal plan to exit businesses that are not focused on implantable medical innovations for structural heart disease, the Company has committed to a plan to sell a non-core product group, with the sale expected to occur in 2025.

Critical Care and the aforementioned non-core product group (collectively, the "discontinued product groups") were historically reported in each of the Company's segments (United States, Europe, Japan, and Rest of World).

The Company concluded that the Critical Care product group met the criteria to be classified as held-for-sale in June 2024 and that the non-core product group met the criteria to be classified as held-for-sale in September 2024. The Company determined that, when considered together, the conditions for discontinued operations presentation had been met with respect to the discontinued product groups. A component of an entity is reported in discontinued operations after meeting the criteria for held-for-sale classification if the disposition represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results. The Company analyzed the quantitative and qualitative factors relevant to the discontinued product groups, including their significance to the Company’s overall net income and total assets, and determined that those conditions for discontinued operations presentation had been met. As such, the historical financial condition and results of the discontinued product groups have been reflected as discontinued operations in the Company's consolidated condensed financial statements. The assets and liabilities associated with the discontinued product groups are classified as assets and liabilities of discontinued operations in the Company's consolidated condensed balance sheets. Prior period amounts have been adjusted to reflect the discontinued operations presentation.

In connection with the sale of Critical Care, the Company entered into a Transition Services Agreement ("TSA") to provide certain support services for up to 36 months from the closing date of the sale (with certain extension rights as provided therein). These support services may be in the areas of accounting, information technology, human resources, quality assurance, regulatory affairs, customer support, and global supply chain, among others. In connection with the TSA, the Company recorded an unfavorable contract liability of $115.1 million, which will be recognized over the TSA term. As of March 31, 2025, the remaining unfavorable contract liability was $73.9 million, included in Accrued and Other Liabilities and Other Liabilities.

In addition, Edwards and BD entered into other agreements to provide a framework for the ongoing activities between the Company and BD after the sale and until the end of the TSA including, but not limited to, interim operating model agreements to support the commercial operations until full transfer of all regulatory licenses to BD and completion of services under the TSA agreement, a manufacturing and supply agreement, and a quality agreement. Under these agreements, the Company will continue to provide certain services to BD during the term of these agreements including serving as an undisclosed selling and purchasing agent for the Critical Care business on behalf of BD for a period of up to 36 months.

As of March 31, 2025, the Company had a net payable of approximately $64.5 million to BD related to the services under the agreements. The Company recorded income from the TSA of $17.9 million during the three months ended March 31, 2025, which is recorded in Other Operating Income on the Company's consolidated condensed statements of operations.

During the three months ended March 31, 2025, the Company paid BD $36.3 million for certain working capital adjustments in connection with the sale of Critical Care.

Details of Income from Discontinued Operations are as follows (in millions):


	Three Months Ended March 31,
		2025		2024
Net sales		$	17.0	$	268.3
Cost of sales		9.7		98.7
Gross profit		7.3		169.6
Selling, general, and administrative expenses		5.7		61.3
Research and development expenses		1.4		28.5


Separation costs		5.3		41.3

Operating (loss) income, net		(5.1)		38.5


Other non-operating expense, net		3.1		0.3
(Loss) income from discontinued operations before provision for income taxes		(8.2)		38.2
(Benefit from) provision for income taxes from discontinued operations		(1.0)		12.1
Net (loss) income from discontinued operations		(7.2)		26.1

Separation costs related primarily to consulting, legal, tax, and other professional advisory services associated with the sale of Critical Care.

Details of assets and liabilities of discontinued operations are as follows (in millions):


	March 31, 2025		December 31, 2024
Cash and cash equivalents	$	6.5	$	9.6

Accounts receivable, net of allowances	6.1		—

Inventories	17.3		15.1
Prepaid expenses	2.7		2.1

Total current assets of discontinued operations	$	32.6	$	26.8

Property, plant, and equipment, net	$	4.6	$	3.4
Operating lease right-of-use assets	0.2		—
Goodwill	7.4		7.4


Other assets	0.2		—
Total non-current assets of discontinued operations	$	12.4	$	10.8
Accounts payable	$	0.4	$	—
Accrued and other liabilities	1.7		2.0
Operating lease liabilities	0.2		—
Total current liabilities of discontinued operations	$	2.3	$	2.0

Cash flows attributable to the Company's discontinued operations are included in the Company's consolidated condensed statements of cash flows. Significant non-cash operating and investing activities attributable to discontinued operations consisted of the following (in millions):


	Three Months Ended March 31,
	2025	2024
Depreciation and amortization	—	5.9
Stock-based compensation	0.1	5.6
Inventory reserves and write offs	—	2.7
Capital expenditures	(1.0)	(5.1)