LivaNova PLC 10-K for FY2024

LivaNova PLC (LIVN)

10-K 2025-02-25 For: 2024-12-31

Added on April 10, 2026

About this 10-K

LivaNova PLC filed this 10-K on February 25, 2025, covering the fiscal year ended December 31, 2024 (FY2024).

Headline figures

Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.25B; up 8.7% from $1.15B a year earlier
Net income: $63.23M; up 260.4% from net income of $17.55M a year earlier
Diluted EPS: $1.16; up 262.5% from $0.32 a year earlier

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Item	Description	Page
	Definitions	3
	Intellectual Property, Trademarks, and Trade Names	7
	Cautionary Note About Forward-Looking Statements	8
	PART I
1.	Business	9
1A.	Risk Factors	19
1B.	Unresolved Staff Comments	33
1C.	Cybersecurity	34
2.	Properties	35
3.	Legal Proceedings	35
4.	Mine Safety Disclosures	35
	PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	36
6.	[Reserved]	36
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
7A.	Quantitative and Qualitative Disclosures About Market Risk	47
8.	Financial Statements and Supplementary Data	47
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	47
9A.	Controls and Procedures	47
9B.	Other Information	48
9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	48
	PART III
10.	Directors, Executive Officers, and Corporate Governance	49
11.	Executive Compensation	49
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	49
13.	Certain Relationships and Related Transactions, and Director Independence	49
14.	Principal Accounting Fees and Services	49
	PART IV
15.	Exhibits and Financial Statement Schedules	50
16.	Form 10-K Summary	53


Abbreviation						Definition
2015 Plan						LivaNova PLC 2015 Incentive Award Plan
2015 Plan Amendment						Amendment No. 2 to the LivaNova PLC 2015 Incentive Award Plan
2021 First Lien Credit Agreement						First Lien Credit Agreement between LivaNova PLC and its wholly-owned subsidiary, LivaNova USA, Inc., and Goldman Sachs Bank USA, as First Lien Administrative Agent and First Lien Collateral Agent, entered into on August 13, 2021
2022						The year ended December 31, 2022
2022 Plan						LivaNova PLC 2022 Incentive Award Plan
2022 Restructuring Plan						A plan, initiated during the second quarter of 2022, to implement a cost-optimization and cost reduction program to adapt to current economic conditions
2023						The year ended December 31, 2023
2024						The year ended December 31, 2024
2024 Restructuring Plan						A plan, initiated during the first quarter of 2024, to enhance LivaNova’s focus on its core Cardiopulmonary and Neuromodulation segments
2025 Capped Calls						Privately-negotiated capped call transactions entered into with certain financial institutions
2025 Notes						$287.5 million aggregate principal amount 3.00% unsecured cash exchangeable senior notes due 2025 by private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, issued by LivaNova USA on June 17, 2020
2025 Notes Repurchase Transaction						Repurchase of $230.0 million aggregate principal amount of the 2025 Notes in privately-negotiated transactions from proceeds from the issuance of the 2029 Notes
2025 Proxy Statement						Definitive Proxy Statement for the annual meeting of shareholders scheduled for June 11, 2025
2029 Capped Calls						Privately-negotiated capped call transactions entered into with certain financial institutions
2029 Notes						$345.0 million aggregate principal amount 2.50% unsecured convertible senior notes due 2029 by private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, issued by LivaNova PLC on March 8, 2024
A&R 2022 Plan						Amended and Restated LivaNova PLC 2022 Incentive Award Plan
A&R 2022 Plan Amendment						Amendment No. 1 to the Amended and Restated LivaNova PLC 2022 Incentive Award Plan
ACS						Advanced Circulatory Support
ALung						ALung Technologies, Inc.
AOCI						Accumulated other comprehensive income (loss)
APAC						Asia-Pacific
ASC						Accounting Standards Codification
ASMs						Anti-seizure medications
ASU						Accounting Standards Update
Audit Committee						LivaNova’s Audit and Compliance Committee
Barclays						Barclays Bank Ireland PLC

Bridge Loan Facility						Incremental Facility Amendment No. 1 to the 2021 First Lien Credit Agreement, relating to a €200 million bridge loan facility, dated February 24, 2022, and repaid on July 6, 2022
Capped Call Transactions						The 2025 Capped Calls and the 2029 Capped Calls
CCPA						California Consumer Privacy Act
CE Mark						Conformité Européenne, French for “European Conformity”
CED						Coverage with Evidence Development
CEO						Chief Executive Officer
CFO						Chief Financial Officer
CISO						Chief Information Security Officer
CLO						Chief Legal Officer
CMS						The U.S. Centers for Medicare & Medicaid Services
Code of Conduct						LivaNova PLC’s Code of Ethics and Business Conduct


Abbreviation						Definition
CODM						Chief Operating Decision Maker
Court of Appeal						Court of Appeal in Milan
CPB						Cardiopulmonary bypass
CSRD						EU Corporate Sustainability Reporting Directive (2022/2464)
Cyberonics						Cyberonics, Inc.
Delayed Draw Term Facility						$50.0 million delayed draw term facility under the 2021 First Lien Credit Agreement resulting from the Incremental Facility Amendment No. 2
DRE						Drug-resistant epilepsy
DTC						Depository Trust Company
DTD						Difficult-to-treat depression
ECJ						European Court of Justice
ECMO						Extracorporeal membrane oxygenation
Embedded Derivatives						The bifurcated embedded derivatives associated with the 2025 Notes and 2029 Notes, collectively
EPA						U.S. Environmental Protection Agency
ESPP						Global Employee Share Purchase Plan
ESRS						European Sustainability Reporting Standards
EtO						Ethylene oxide
EU						European Union
Exchange Act						U.S. Securities Exchange Act of 1934, as amended
False Claims Act						U.S. False Claims Act
FASB						Financial Accounting Standards Board
FCPA						U.S. Foreign Corrupt Practices Act of 1977
FDA						U.S. Food and Drug Administration
FIFO						First-in-first-out
FX						Foreign currency exchange rate
GDPR						General Data Protection Regulation
Hemolung						Hemolung Respiratory Assist System
HHS						The U.S. Department of Health & Human Services
HIPAA						Health Insurance Portability and Accountability Act of 1996
HITECH						Health Information Technology and Clinical Health Act
HLM						Heart-lung machine
IBR						Incremental borrowing rate
ImThera						ImThera Medical, Inc., acquired by LivaNova in 2018, a company developing an implantable neurostimulation device system for the treatment of obstructive sleep apnea
Incremental Facility Amendment No. 2						An incremental facility amendment to the 2021 First Lien Credit Agreement, dated July 6, 2022
Incremental Facility Amendment No. 3						An incremental facility amendment to the 2021 First Lien Credit Agreement, dated March 8, 2024
Initial Term Facility						$300.0 million term facility under the 2021 First Lien Credit Agreement, resulting from the Incremental Facility Amendment No. 2
IPR&D						In-Process Research and Development
IRC						U.S. Internal Revenue Code
IS						Information security
ISDA						International Swaps and Derivatives Association, Inc.
ISIN						National Inspectorate for Nuclear Safety and Radiation Protection, a sub-body of the Italian Ministry of Economic Development
ISMS						Information Security Management System
ISO						International Organization for Standardization
IT						Information technology
LivaNova PLC						A public limited company organized under the laws of England and Wales on February 20, 2015


Abbreviation						Definition
LivaNova USA						LivaNova USA, Inc.
LSM						LivaNova Site Management S.r.l.
MDD						Medical Device Directive
MDL						Federal multi-district litigation in the U.S. District Court for the Middle District of Pennsylvania
MDR						EU Medical Device Regulation
MedTech						Medical technology
Mitral						Mitral Holdco S.à r.l.
MRI						Magnetic resonance imaging
Nasdaq						Nasdaq Global Select Market
NCD						National coverage determination
NFRD						Non-Financial Reporting Directive (2014/95/EU)
NIST						National Institute of Standards and Technology
OCI						Other comprehensive income (loss)
OECD						Organisation for Economic Co-operation and Development
Option Counterparties						Certain financial institutions with whom LivaNova USA or LivaNova PLC, as applicable, has entered into the 2025 Capped Calls and 2029 Capped Calls
OSA						Obstructive sleep apnea
OSPREY clinical trial						LivaNova’s clinical trial, “Treating Obstructive Sleep Apnea using Targeted Hypoglossal Neurostimulation”
PC						Phosphorylcholine
Pillar Two						Organisation for Economic Co-operation and Development Global Anti-Base Erosion Model Rules (Pillar Two)
Plan Committee						Qualified Plan Committee
PMA						Pre-market approval
PMP						Polymethylpentene
PP&E						Property, plant, and equipment
Public Administrations						The Italian Ministry of the Environment and other Italian government agencies
R&D						Research and development
RECOVER clinical study						LivaNova’s clinical study “A Prospective, Multi-center, Randomized Controlled Blinded Trial Demonstrating the Safety and Effectiveness of VNS Therapy System as Adjunctive Therapy Versus a No Stimulation Control in Subjects With Treatment-Resistant Depression”
Report						This Annual Report on Form 10-K
RSUs						Restricted stock units
S&P						Standard & Poor’s
SARs						Stock appreciation rights
SDRT						UK Stamp Duty Reserve Tax
SEC						U.S. Securities and Exchange Commission
Securities Act						U.S. Securities Act of 1933, as amended
SG&A						Selling, general, and administrative expenses
SNIA						SNIA S.p.A.
SNIA Litigation Guarantee						A first demand bank guarantee of €270.0 million in connection with the SNIA environmental litigation
SOFR						Secured Overnight Financing Rate
Sorin						Sorin S.p.A.
Term Facilities						The Initial Term Facility, together with the Delayed Draw Term Facility
Trust						LivaNova PLC Employee Benefit Trust
U.S.						United States of America
U.S. GAAP						Generally Accepted Accounting Principles in the U.S.
UK						United Kingdom
UK Bribery Act						UK Bribery Act of 2010


Abbreviation						Definition
USD						U.S. dollar
UTPR						Undertaxed profits rule
VNS						Vagus nerve stimulation
VNS Therapy						LivaNova Vagus Nerve Stimulation Therapy
WACC						Weighted-average cost of capital


							% Change
	2024		2023		2022		2024 vs 2023		2023 vs 2022
Cardiopulmonary
United States	$	242,463	$	202,358	$	171,632	19.8	%	17.9	%
Europe (1)	168,024		157,414		128,545		6.7	%	22.5	%
Rest of World (1)	273,025		244,340		214,021		11.7	%	14.2	%
	683,512		604,112		514,198		13.1	%	17.5	%
Neuromodulation
United States	441,022		407,493		374,542		8.2	%	8.8	%
Europe (1)	54,899		57,435		50,291		(4.4)	%	14.2	%
Rest of World (1)	58,302		54,782		52,160		6.4	%	5.0	%
	554,223		519,710		476,993		6.6	%	9.0	%
Other Revenue (2)	15,702		29,723		30,614		(47.2)	%	(2.9)	%
Totals
United States	695,083		635,044		571,558		9.5	%	11.1	%
Europe (1)	220,032		214,792		178,802		2.4	%	20.1	%
Rest of World (1)	338,322		303,709		271,445		11.4	%	11.9	%
	$	1,253,437	$	1,153,545	$	1,021,805	8.7	%	12.9	%


	2023
Intangible assets:
Developed technology	$	78,067
Trade names	7,117
Property, plant, and equipment	3,894
Operating lease assets	896
	$	89,974


	December 31,
	2024		2023
Available Short-term Liquidity
Cash and cash equivalents	$	428,858	$	266,504
Availability under the 2021 First Lien Credit Agreement	225,000		125,000
	$	653,858	$	391,504

Working Capital
Current assets	$	1,127,186	$	988,158
Current liabilities	392,125		334,983
	$	735,061	$	653,175

Debt Obligations
Current portion of long-term debt	$	77,339	$	17,484
Short-term unsecured borrowing arrangements	665		627
Current debt obligations	78,004		18,111
Long-term debt obligations	549,624		568,543
	$	627,628	$	586,654


Description						Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)						F-1
Consolidated Statements of Income (Loss) for the Years Ended December 31, 2024, December 31, 2023 and December 31, 2022						F-2
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, December 31, 2023 and December 31, 2022						F-3
Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023						F-4
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, December 31, 2023 and December 31, 2022						F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, December 31, 2023 and December 31, 2022						F-6
Notes to Consolidated Financial Statements						F-7


Exhibit Number						Description
2.1						Share and Asset Purchase Agreement, dated as of December 2, 2020, by and between LivaNova PLC and Mitral Holdco S.à.r.l., incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on December 3, 2020
2.2						Amended and Restated Share and Asset Purchase Agreement, dated as of April 9, 2021, by and between LivaNova PLC and Mitral Holdco S.à.r.l., incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on April 15, 2021
3.1						Amended Articles of Association, incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020
4.1*						Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended
4.2						Indenture, dated as of June 17, 2020, among LivaNova USA, Inc., as Issuer, LivaNova PLC, as Guarantor, and Citibank, N.A., as Trustee, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on June 17, 2020
4.3						Form of 3.00% Cash Exchangeable Senior Notes due 2025 (included in Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on June 17, 2020)
4.4						Indenture, dated as of March 8, 2024 between LivaNova PLC and Citibank, N.A., as trustee, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on March 8, 2024
4.5						Form of Global Note, representing LivaNova’s 2.50% convertible senior notes due 2029 (included in Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on March 8, 2024)
10.1†						Form of Deed of Indemnification (Directors), each effective October 19, 2015, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on October 19, 2015
10.2†						Form of Deed of Indemnification (Officers), each effective October 19, 2015, incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed on October 19, 2015
10.3†						2015 Incentive Award Plan and related Sub-Plan for UK Participants, adopted on October 16, 2015, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on October 19, 2015
10.4†						Form of 2018 Long-Term Incentive Plan SAR Award Agreement, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on March 16, 2018


Exhibit Number						Description
10.5†						General Provisions of the Company’s Global Employee Share Purchase Plan dated 12 June 2018, incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018
10.6†						Form of the Company’s 2019 Long-Term Incentive Plan SAR Award Agreement, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on April 1, 2019
10.7†						Service Agreement, dated January 2, 2019, between Trui Hebbelinck and LivaNova PLC, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019
10.8†						Trui Hebbelinck Settlement Agreement, dated September 7, 2024, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed on October 30, 2024
10.9						Form of Capped Call Confirmation incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on June 17, 2020
10.10						Form of Confirmation for Capped Call Transactions, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on March 8, 2024
10.11†						Amendment to Outstanding 2019 and 2020 Restricted Stock Unit Awards under the LivaNova PLC 2015 Incentive Award Plan, dated June 15, 2020, incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020
10.12†						Amendment to Outstanding 2018, 2019 and 2020 Performance Stock Unit Awards under the LivaNova PLC 2015 Incentive Award Plan, dated June 15, 2020, incorporated by reference to Exhibit 10.12 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020
10.13†						Form of Long-Term Incentive Plan Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020
10.14†						Form of Long-Term Incentive Plan Performance Stock Unit Award Agreement, incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020
10.15†						Form of Long-Term Incentive Plan Stock Appreciation Right Award Agreement, incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020
10.16†						Form of Director Restricted Stock Unit Award Grant Notice, dated June 2020 and Director Restricted Stock Unit Award Agreement under the Company’s 2015 Incentive Award Plan (Non-Employee Directors), incorporated by reference to Exhibit 10.42 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020
10.17†						Service Agreement, effective August 1, 2021, between the Company and Alex Shvartsburg, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021
10.18†						Letter, dated December 14, 2022, to Alex Shvartsburg regarding an increase in gross annual base salary, effective January 1, 2023, incorporated by reference to Exhibit 10.50 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022
10.19						First Lien Credit Agreement dated as of August 13, 2021 among LivaNova PLC, LivaNova USA, Inc., the lenders and issuing banks party thereto and Goldman Sachs Bank USA as First Lien Administrative Agent and First Lien Collateral Agent, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on August 16, 2021
10.20						Incremental Facility Amendment No. 1 to Credit Agreement, dated as of February 24, 2022, by and among LivaNova PLC, LivaNova USA, Inc., the lenders and issuing banks party thereto and Goldman Sachs Bank USA as First Lien Administrative Agent, incorporated by reference to Exhibit 10.51 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021
10.21						Letter of indemnity in respect of the issuance of Trade Finance guarantee by Barclays Bank Ireland PLC, Italy Branch dated March 18, 2022, by and among LivaNova PLC Italian Branch and Barclays Bank Ireland PLC, Italy Branch, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on March 21, 2022
10.22						Pledge Agreement dated as of March 18, 2022, among LivaNova PLC Italian Branch and Barclays Bank Ireland PLC, Italy Branch, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on March 21, 2022
10.23						Amendment 2 to the Credit Agreement, dated as of March 16, 2022, by and among LivaNova PLC, LivaNova USA, Inc., the Lenders and Goldman Sachs Bank USA as First Lien Administrative Agent, incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q, filed on May 4, 2022
10.24						Incremental Facility Amendment No. 2 to Credit Agreement, dated as of July 6, 2022, by and among LivaNova PLC, LivaNova USA, Inc., the Second Incremental Term Lenders, Delayed Draw Incremental Lenders, Goldman Sachs Bank USA, the Revolving Lenders and Issuing Banks, and for purposes of Sections 8 and 10 only, the other Loan Parties as of the date hereof., incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on July 6, 2022


Exhibit Number						Description
10.25						Incremental Facility Amendment No. 3 to Credit Agreement, dated as of March 8, 2024, by and among LivaNova PLC, LivaNova USA, Inc., the Third Incremental Amendment Revolving Lenders, Goldman Sachs Bank USA, the Term Lenders parties hereto, the Issuing Banks, the Swingline Lenders and, for purposes of Sections 7 and 9 only, the other Loan Parties as of the date hereof, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on March 8, 2024
10.26†						Amendment to the LivaNova PLC 2015 Incentive Award Plan, dated 13 June 2022, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed on August 3, 2022
10.27†						Amendment No. 2 to the LivaNova PLC 2015 Incentive Award Plan, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on June 12, 2024
10.28†						Form of LivaNova PLC 2022 Incentive Award Plan Stock Appreciation Right Grant Notice and Agreement, incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q, filed on August 3, 2022
10.29†						Form of LivaNova PLC 2022 Incentive Award Plan Restricted Stock Unit Award Grant Notice and Agreement, incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q, filed on August 3, 2022
10.30†						Form of LivaNova PLC 2022 Incentive Award Plan Performance Stock Unit Award Grant Notice and Agreement, incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q, filed on August 3, 2022
10.31†						Amendment to Outstanding 2021 and 2022 Performance Stock Unit Awards under the LivaNova PLC 2015 Incentive Award Plan, incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q, filed on August 3, 2022
10.32†						Amendment to relevant 2020, 2021, and 2022 Restricted Stock Unit Awards under the LivaNova PLC 2015 Incentive Award Plan, incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q, filed on August 3, 2022
10.33†						Form of LivaNova PLC 2022 Incentive Award Plan Stock Appreciation Right Grant Notice and Agreement, effective February 2023, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023
10.34†						Form of LivaNova PLC 2022 Incentive Award Plan Restricted Stock Unit Award Grant Notice and Agreement, effective February 2023, incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023
10.35†						Form of LivaNova PLC 2022 Incentive Award Plan Performance Stock Unit Award Grant Notice and Agreement, effective February 2023, incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023
10.36†						Amendment to Form of LivaNova PLC 2022 Incentive Award Plan Stock Appreciation Right Grant Notice and Agreement, incorporated by reference to Exhibit 10.51 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022
10.37†						Amendment to Form of LivaNova PLC 2022 Incentive Award Plan Restricted Stock Unit Award Grant Notice and Agreement, incorporated by reference to Exhibit 10.52 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022
10.38†						Amendment to Form of LivaNova PLC 2022 Incentive Award Plan Performance Stock Unit Award Grant Notice and Agreement, incorporated by reference to Exhibit 10.53 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022
10.39†						Amended and Restated LivaNova PLC 2022 Incentive Award Plan, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on June 16, 2023
10.40†						Amendment No. 1 to the Amended and Restated LivaNova PLC 2022 Incentive Award Plan, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on June 12, 2024
10.41†						Michael Hutchinson Employment Agreement, dated November 2, 2022 incorporated by reference to Exhibit 10.55 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023
10.42†						William Kozy Offer Letter, dated April 19, 2023, incorporated by reference to Exhibit 10.26 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023
10.43†						Vladimir Makatsaria Employment Agreement, dated February 1, 2024, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2024
10.44*†						Ahmet Tezel Employment Agreement, dated April 2024
10.45*†						Franco Poletti Employment Agreement, dated July 24, 2024
19.1*						LivaNova Insider Trading Policy
21.1*						List of Subsidiaries of LivaNova PLC
23.1*						Consent of PricewaterhouseCoopers LLP


Exhibit Number						Description
31.1*						Certification of the Chief Executive Officer of LivaNova PLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of the Chief Financial Officer of LivaNova PLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification of the Chief Executive Officer and of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1*						LivaNova Incentive Compensation Clawback Policy, adopted July 19, 2023
101*						Interactive Data Files Pursuant to Rule 405 of Regulation S-T formatted in Inline XBRL: (i) the Consolidated Statements of Income (Loss) for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, (ii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, (iii) the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023, (iv) the Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, and (vi) the Notes to the Consolidated Financial Statements.
104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	LIVANOVA PLC


Date: February 25, 2025	By:	/s/ VLADIMIR MAKATSARIA
		Vladimir Makatsaria
		Chief Executive Officer
		(Principal Executive Officer)


	2024		2023		2022
Net revenue	$	1,253,437	$	1,153,545	$	1,021,805
Cost of sales	382,564		382,295		314,577
Gross profit	870,873		771,250		707,228
Operating expenses:
Selling, general, and administrative	526,265		518,129		469,243
Research and development	182,514		193,817		155,805
Impairment of goodwill	—		—		129,396
Impairment of long-lived assets	—		89,974		—
Other operating expenses	33,043		37,828		29,536
Operating income (loss)	129,051		(68,498)		(76,752)
Interest expense	(63,070)		(58,853)		(48,250)
Loss on debt extinguishment	(25,482)		—		—
Foreign exchange and other income/(expense)	47,811		46,125		49,860
Income (loss) before tax	88,310		(81,226)		(75,142)
Income tax expense (benefit)	25,058		(98,876)		11,051
Loss from equity method investments	(18)		(104)		(53)
Net income (loss)	$	63,234	$	17,546	$	(86,246)


							% Change
	2024		2023		2022		2024 vs 2023		2023 vs 2022
Cardiopulmonary	$	76,848	$	26,407	$	17,106	191.0	%	54.4	%
Neuromodulation	195,309		153,384		172,775		27.3	%	(11.2)	%
	$	272,157	$	179,791	$	189,881	51.4	%	(5.3)	%


	2024		2023		2022
Cost of sales	30.5	%	33.1	%	30.8	%
Selling, general, and administrative	42.0	%	44.9	%	45.9	%
Research and development	14.6	%	16.8	%	15.2	%
Impairment of goodwill	—	%	—	%	12.7	%
Impairment of long-lived assets	—	%	7.8	%	—	%
Other operating expenses	2.6	%	3.3	%	2.9	%


	2024		2023		2022
Operating activities	$	183,038	$	74,914	$	69,921
Investing activities	(48,160)		(40,331)		(38,414)
Financing activities	18,551		21,484		280,130
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(7,745)		6,187		(4,011)
Net increase in cash, cash equivalents, and restricted cash	$	145,684	$	62,254	$	307,626


	LIVANOVA PLC


Date: February 25, 2025	By:	/s/ ALEX SHVARTSBURG
		Alex Shvartsburg
		Chief Financial Officer
		(Principal Accounting and Financial Officer)


	Year Ended December 31,
	2024		2023		2022
Net revenue	$	1,253,437	$	1,153,545	$	1,021,805
Cost of sales	382,564		382,295		314,577
Gross profit	870,873		771,250		707,228
Operating expenses:
Selling, general, and administrative	526,265		518,129		469,243
Research and development	182,514		193,817		155,805
Impairment of goodwill	—		—		129,396
Impairment of long-lived assets	—		89,974		—
Other operating expenses	33,043		37,828		29,536
Operating income (loss)	129,051		(68,498)		(76,752)
Interest expense	(63,070)		(58,853)		(48,250)
Loss on debt extinguishment	(25,482)		—		—
Foreign exchange and other income/(expense)	47,811		46,125		49,860
Income (loss) before tax	88,310		(81,226)		(75,142)
Income tax expense (benefit)	25,058		(98,876)		11,051
Loss from equity method investments	(18)		(104)		(53)
Net income (loss)	$	63,234	$	17,546	$	(86,246)

Basic income (loss) per share	$	1.17	$	0.33	$	(1.61)
Diluted income (loss) per share	$	1.16	$	0.32	$	(1.61)

Shares used in computing basic income (loss) per share	54,240		53,939		53,472
Shares used in computing diluted income (loss) per share	54,574		54,212		53,472


ASSETS	2024		2023
Current Assets:
Cash and cash equivalents	$	428,858	$	266,504
Restricted cash	294,698		311,368
Accounts receivable, net of allowance of $11,275 at December 31, 2024 and $12,019 at December 31, 2023	193,158		215,072
Inventories	147,566		147,887
Prepaid and refundable taxes	30,544		20,145


Prepaid expenses and other current assets	32,362		27,182
Total Current Assets	1,127,186		988,158
Property, plant, and equipment, net	170,260		154,181
Goodwill	750,006		782,941
Intangible assets, net	237,294		261,178
Operating lease assets	46,837		50,845
Investments	25,084		22,843
Deferred tax assets	111,855		118,858
Long-term derivative assets	23,735		38,496
Other assets	14,132		12,063
Total Assets	$	2,506,389	$	2,429,563
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current debt obligations	$	78,004	$	18,111
Accounts payable	69,726		80,845
Accrued liabilities and other	118,485		107,301

Current litigation provision liability	12,918		10,756
Taxes payable	32,456		23,340
Accrued employee compensation and related benefits	80,536		94,630

Total Current Liabilities	392,125		334,983
Long-term debt obligations	549,624		568,543
Contingent consideration	84,218		80,902
Deferred tax liabilities	10,915		11,567
Long-term operating lease liabilities	40,105		45,388
Long-term employee compensation and related benefits	12,847		17,254
Long-term derivative liabilities	51,819		45,569
Other long-term liabilities	44,478		47,729
Total Liabilities	1,186,131		1,151,935
Commitments and contingencies (Note 11)
Stockholders’ Equity:
Ordinary Shares, £1.00 par value: unlimited shares authorized; 54,437,670 shares issued and 54,348,542 shares outstanding at December 31, 2024; 53,942,151 shares issued and 53,918,222 shares outstanding at December 31, 2023	83,156		82,533
Additional paid-in capital	2,220,658		2,189,517
Accumulated other comprehensive loss	(80,170)		(27,883)
Accumulated deficit	(903,250)		(966,484)
Treasury stock at cost, 89,128 ordinary shares at December 31, 2024, 23,929 ordinary shares at December 31, 2023	(136)		(55)
Total Stockholders’ Equity	1,320,258		1,277,628
Total Liabilities and Stockholders’ Equity	$	2,506,389	$	2,429,563


	Ordinary Shares	Ordinary Shares - Amount		Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
December 31, 2021	53,762	$	82,295	$	2,117,961	$	(650)	$	(7,177)	$	(897,784)	$	1,294,645
Stock-based compensation plans	90	129		39,763		275		—		—		40,167
Net loss	—	—		—		—		—		(86,246)		(86,246)
Other comprehensive loss	—	—		—		—		(40,942)		—		(40,942)
December 31, 2022	53,852	82,424		2,157,724		(375)		(48,119)		(984,030)		1,207,624
Stock-based compensation plans	90	109		31,793		320		—		—		32,222
Net income	—	—		—		—		—		17,546		17,546
Other comprehensive income	—	—		—		—		20,236		—		20,236
December 31, 2023	53,942	82,533		2,189,517		(55)		(27,883)		(966,484)		1,277,628
Stock-based compensation plans	496	623		31,141		(81)		—		—		31,683
Net income	—	—		—		—		—		63,234		63,234
Other comprehensive loss	—	—		—		—		(52,287)		—		(52,287)
December 31, 2024	54,438	$	83,156	$	2,220,658	$	(136)	$	(80,170)	$	(903,250)	$	1,320,258


Supplementary Disclosures of Cash Flow Information:
Cash paid for interest	$	38,888	$	36,910	$	19,044
Cash paid (received) for income taxes, net	15,912		(1,620)		1,221


	Employee Severance and Other Termination Costs		Other		Total
As of December 31, 2021	$	836	$	—	$	836
Charges	6,611		—		6,611
Cash payments	(5,402)		—		(5,402)
As of December 31, 2022	2,045		—		2,045
Charges	956		—		956
Cash payments	(2,090)		—		(2,090)
As of December 31, 2023	911		—		911
Charges	10,569		2,787		13,356
Cash payments	(9,441)		(2,222)		(11,663)
As of December 31, 2024	$	2,039	$	565	$	2,604


	Minimum Life in years	Maximum Life in years
Customer relationships	8	18
Developed technology	14	17


2025	$	16,654
2026	16,298
2027	16,298
2028	16,654
2029	12,490
Thereafter	46,900
	$	125,294


	Cardiopulmonary		Neuromodulation		Other (1)		Total
As of December 31, 2021	$	398,245	$	398,754	$	102,526	$	899,525
Goodwill as a result of acquisition	—		—		25,893		25,893
Measurement period adjustments	—		—		977		977
Impairment	—		—		(129,396)		(129,396)
Foreign currency adjustments	(28,212)		—		—		(28,212)
As of December 31, 2022	370,033		398,754		—		768,787
Foreign currency adjustments	14,154		—		—		14,154
As of December 31, 2023	384,187		398,754		—		782,941
Foreign currency adjustments	(32,935)		—		—		(32,935)
As of December 31, 2024	$	351,252	$	398,754	$	—	$	750,006


		2023
Description of Derivative Contract	Location in Earnings of Reclassified Gain or Loss	Loss Recognized in OCI		Gain Reclassified from AOCI to Earnings
Interest rate swap contracts	Interest expense	$	(433)	$	533


	Balance Sheet Location	December 31, 2024		Fair Value Measurements Using Inputs Considered as:
				Level 1		Level 2		Level 3
Assets
Derivative assets - freestanding instruments (FX)	Prepaid expenses and other current assets	$	738	$	—	$	738	$	—
Derivative assets - capped call derivatives (2025 Notes)	Prepaid expenses and other current assets	2,624		—		—		2,624
Derivative assets - capped call derivatives (2029 Notes)	Long-term derivative assets	23,735		—		—		23,735
Investment with readily determinable fair value	Investments	10,144		10,144		—		—
		$	37,241	$	10,144	$	738	$	26,359

Liabilities
Derivative liabilities - embedded derivative (2025 Notes)	Accrued liabilities and other	$	2,915	$	—	$	—	$	2,915
Derivative liabilities - embedded derivative (2029 Notes)	Long-term derivative liabilities	51,819		—		—		51,819
Contingent consideration arrangements	Contingent consideration	84,218		—		—		84,218
		$	138,952	$	—	$	—	$	138,952


	Capped Call Derivative Assets (2025 Notes)		Capped Call Derivative Assets (2029 Notes)		Convertible Notes Receivable		Embedded Derivative Liability (2025 Notes)		Embedded Derivative Liability (2029 Notes)		Contingent Consideration Liability Arrangements
As of December 31, 2022	$	54,393	$	—	$	285	$	85,675	$	—	$	85,292
Changes in fair value (1) (2)	(15,897)		—		(10)		(40,106)		—		9,360
As of December 31, 2023	38,496		—		275		45,569		—		94,652
Additions	—		31,637		—		—		87,457		—
Cash receipt	(22,524)		—		—		—		—		—
Payment	—		—		—		(36,915)		—		(13,750)
Changes in fair value (1) (2)	(13,348)		(7,902)		(275)		(5,739)		(35,638)		3,316
As of December 31, 2024	2,624		23,735		—		2,915		51,819		84,218
Less current portion at December 31, 2024	2,624		—		—		2,915		—		—
Long-term portion at December 31, 2024	$	—	$	23,735	$	—	$	—	$	51,819	$	84,218


Stock Price Volatility (1)	Capped Call Derivative Assets (2025 Notes)		Capped Call Derivative Assets (2029 Notes)		Embedded Derivative Liability (2025 Notes)		Embedded Derivative Liability (2029 Notes)
December 31, 2024	37	%	35	%	37	%	35	%
December 31, 2023	38	%	N/A		38	%	N/A


2025	$	11,392
2026	8,468
2027	7,206
2028	5,795
2029	4,887
Thereafter	25,459
Total lease payments	63,207
Less: Amount representing interest	14,062
Present value of lease liabilities	$	49,145


As of December 31, 2021	$	39,470
Payments	(28,867)
Adjustments (1)	22,309
FX and other	(425)
As of December 31, 2022	32,487
Payments	(53,652)
Adjustments (1)	34,521
FX and other	504
As of December 31, 2023	13,860
Payments	(17,412)
Adjustments (1)	19,687
FX and other	(292)
As of December 31, 2024	15,843
Less: Current portion as of December 31, 2024	12,918
Long-term portion as of December 31, 2024 (2)	$	2,925


	Change in Unrealized (Loss) Gain on Cash Flow Hedges		Foreign Currency Translation Adjustments (1)		Total
As of December 31, 2021	$	(945)	$	(6,232)	$	(7,177)
Other comprehensive loss before reclassifications, before tax	(3,688)		(42,853)		(46,541)
Tax expense	—		—		—
Other comprehensive loss before reclassifications, net of tax	(3,688)		(42,853)		(46,541)
Reclassification of loss from accumulated other comprehensive loss, before tax	5,599		—		5,599
Reclassification of tax expense	—		—		—
Reclassification of loss from accumulated other comprehensive loss, after tax	5,599		—		5,599
Net current-period other comprehensive income (loss), net of tax	1,911		(42,853)		(40,942)
As of December 31, 2022	966		(49,085)		(48,119)
Other comprehensive (loss) income before reclassifications, before tax	(433)		21,202		20,769
Tax expense	—		—		—
Other comprehensive (loss) income before reclassifications, net of tax	(433)		21,202		20,769
Reclassification of gain from accumulated other comprehensive loss, before tax	(533)		—		(533)
Reclassification of tax expense	—		—		—
Reclassification of gain from accumulated other comprehensive loss, after tax	(533)		—		(533)
Net current-period other comprehensive (loss) income, net of tax	(966)		21,202		20,236
As of December 31, 2023	—		(27,883)		(27,883)
Other comprehensive loss before reclassifications, before tax	—		(52,287)		(52,287)
Tax expense	—		—		—
Other comprehensive loss before reclassifications, net of tax	—		(52,287)		(52,287)



Net current-period other comprehensive loss, net of tax	—		(52,287)		(52,287)
As of December 31, 2024	$	—	$	(80,170)	$	(80,170)


	Unrecognized Stock-based Compensation Cost		Weighted-Average Remaining Vesting Period (in years)
Service-based SARs	$	22,593	2.64
Service-based RSUs	25,743		2.60
Performance-based RSUs	4,394		2.07
	$	52,730	2.57


SARs and Stock Options	Number of Optioned Shares	Wtd.-Avg. Exercise Price per Share		Wtd.-Avg. Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands) (1)
Outstanding — as of December 31, 2023	2,954,302	$	62.40
Granted	729,482	55.77
Exercised	(236,248)	47.22
Forfeited	(195,958)	51.60
Expired	(206,046)	76.76
Outstanding — as of December 31, 2024	3,045,532	61.70		6.75	$	3,577
Fully vested and exercisable — end of year	1,603,643	67.36		5.2	1,727
Fully vested and expected to vest — end of year (2)	2,967,677	61.92		6.69	3,492


Service-based RSUs	Number of Shares	Wtd.-Avg. Grant Date Fair Value
Non-vested shares as of December 31, 2023	782,537	$	54.40
Granted	423,081	55.06
Vested	(329,587)	54.17
Forfeited	(113,719)	54.46
Non-vested shares as of December 31, 2024	762,312	54.32


	U.S. Pension Benefits
	2024		2023		2022
Accumulated benefit obligations at year-end	$	7,944	$	9,222	$	9,790
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	9,222	$	9,790	$	12,578
Interest cost	347		409		254
Plan settlement	(326)		(245)		(1,369)
Actuarial gain	(976)		(416)		(1,361)
Benefits paid	(323)		(316)		(312)
Projected benefit obligation at end of year	$	7,944	$	9,222	$	9,790
Change in plan assets:
Fair value of plan assets at beginning of year	$	6,671	$	5,516	$	8,020
Actual return on plan assets	352		598		(1,189)
Employer contributions	1,549		1,118		367
Plan settlement	(326)		(245)		(1,369)
Benefits paid	(323)		(316)		(313)
Fair value of plan assets at end of year	$	7,923	$	6,671	$	5,516
Funded status at end of year:
Fair value of plan assets	$	7,923	$	6,671	$	5,516
Projected benefit obligations	7,944		9,222		9,790
Underfunded status of the plan	$	21	$	2,551	$	4,274
Recognized liability	$	21	$	2,551	$	4,274
Amounts recognized on the consolidated balance sheets consist of:
Non-current liabilities	$	21	$	2,551	$	4,274
Recognized liability	$	21	$	2,551	$	4,274