LivaNova PLC 10-K for FY2023

LivaNova PLC (LIVN)

10-K 2024-02-29 For: 2023-12-31

Added on April 10, 2026

About this 10-K

LivaNova PLC filed this 10-K on February 29, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.15B; up 12.9% from $1.02B a year earlier
Net income: $17.55M; compared with a net loss of $86.25M a year earlier
Diluted EPS: $0.32; compared with -$1.61 a year earlier

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(Mark One)
☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the fiscal year ended December 31, 2023
or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from ______ to ______


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐


	PART I	PAGE NO.
Item 1.	Business	8
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	31
Item 1C.	Cybersecurity	31
Item 2.	Properties	33
Item 3.	Legal Proceedings	33
Item 4.	Mine Safety Disclosures	33
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	34
Item 6.	[Reserved]	34
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 8.	Financial Statements and Supplementary Data	49
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	49
Item 9A.	Controls and Procedures	49
Item 9B.	Other Information	49
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	49
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	50
Item 11.	Executive Compensation	50
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	50
Item 13.	Certain Relationships and Related Transactions, and Director Independence	50
Item 14.	Principal Accounting Fees and Services	50
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	51
Item 16.	Form 10-K Summary	54


Abbreviation						Definition
2015 Plan						LivaNova PLC 2015 Incentive Award Plan
2020 Restructuring Plan						A plan, initiated during the fourth quarter of 2020, to reduce LivaNova’s cost structure
2021						The year ended December 31, 2021
2021 First Lien Credit Agreement						First Lien Credit Agreement for $125 million between LivaNova PLC and its wholly-owned subsidiary, Borrower, 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 Proxy Statement						Definitive Proxy Statement for the annual meeting of shareholders scheduled for June 11, 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
A&R 2022 Plan						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
ASMs						Anti-seizure medications
Audit Committee						LivaNova’s Audit and Compliance Committee
Barclays						Barclays Bank Ireland PLC
BEPS						Base Erosion and Profit Shifting
Borrower						LivaNova USA, Inc.
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
CCPA						California Consumer Privacy Act
CDC						Centers for Disease Control and Prevention
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 US Centers for Medicare & Medicaid Services
Code of Conduct						LivaNova PLC’s Code of Ethics and Business Conduct
CODM						Chief Operating Decision Maker
Court of Appeal						Court of Appeal in Milan
CPB						Cardiopulmonary bypass
CRO						Chief Risk Officer
Cyberonics						Cyberonics, Inc.
D23 study						The longest and largest naturalistic study on treatments for patients experiencing chronic and severe DTD, published by the American Journal of Psychiatry in 2017
Delayed Draw Term Facility						$50 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


Abbreviation						Definition
DTD						Difficult-to-treat depression
ECJ						European Court of Justice
ECMO						Extracorporeal membrane oxygenation
ESG						Environmental, social and governance
ESPP						Global Employee Share Purchase Plan
EtO						Ethylene oxide
EU						European Union
EVP						Employee Value Proposition
Exchange Act						US Securities Exchange Act of 1934, as amended
False Claims Act						US False Claims Act
FCPA						US Foreign Corrupt Practices Act of 1977
FDA						US Food and Drug Administration
FIFO						First-in-first-out
FX						Foreign currency exchange rate
GAAP						Generally Accepted Accounting Principles
GDPR						General Data Protection Regulation
Hemolung RAS						Hemolung Respiratory Assist System
HHS						The US 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
ILBM						In-line blood monitor
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
Indenture						The indenture governing the Notes
Initial Term Facility						$300 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						US Internal Revenue Code
IRS						US Internal Revenue Service
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
LivaNova USA						LivaNova USA, Inc.
LSM						LivaNova Site Management S.r.l.
MDD						Medical Device Directive
MDL						Federal multi-district litigation in the US District Court for the Middle District of Pennsylvania
MDR						EU Medical Device Regulation
Mitral						Mitral Holdco S.à r.l.
MRI						Magnetic resonance imaging
Nasdaq						Nasdaq Global Market
NCD						Non-coverage determination


Abbreviation						Definition
NIST						National Institute of Standards and Technology
Notes						$287.5 million aggregate principal amount of 3.00% senior notes due December 2025, issued June 17, 2020
OCI						Other comprehensive income (loss)
OECD						Organization for Economic Co-operation and Development
Option Counterparties						Certain financial institutions with whom LivaNova entered into privately negotiated capped call transactions
Order						Administrative order from the Italian Ministry of the Environment received by LivaNova in 2021
OSA						Obstructive sleep apnea
OSPREY clinical trial						LivaNova’s clinical trial, “Treating Obstructive Sleep Apnea using Targeted Hypoglossal Neurostimulation”
Pillar Two						OECD BEPS Pillar Two
Plan Committee						Qualified Plan Committee
PMA						Pre-market approval
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						Service-based restricted stock units
S&P						Standard & Poor’s
SARs						Service-based stock appreciation rights
SDRT						UK Stamp Duty Reserve Tax
SEC						US Securities and Exchange Commission
Securities Act						US 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 litigation
SOFR						Secured Overnight Financing Rate
Sorin						Sorin S.p.A.
Sorin spin-off						The spin-off of Sorin from SNIA in 2004
Term Facilities						The Initial Term Facility, together with the Delayed Draw Term Facility
Trust						LivaNova PLC Employee Benefit Trust
UK						United Kingdom
UK Act						Finance (No.2) Act 2023
UK Bribery Act						UK Bribery Act of 2010
US						United States of America
US GAAP						Generally Accepted Accounting Principles in the US
USD						US dollar
UTPR						Undertaxed profits rule
VNS						Vagus nerve stimulation
VNS Therapy						LivaNova Vagus Nerve Stimulation Therapy
WACC						Weighted average cost of capital
Warning Letter						FDA Warning Letter received by LivaNova on December 29, 2015


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


							% Change
	2023		2022		2021		2023 vs 2022		2022 vs 2021
Cardiopulmonary
United States	$	188,299	$	159,489	$	154,073	18.1	%	3.5	%
Europe (1)	156,606		127,064		134,562		23.2	%	(5.6)	%
Rest of World	244,072		213,761		194,344		14.2	%	10.0	%
	588,977		500,314		482,979		17.7	%	3.6	%
Neuromodulation
United States	407,493		374,542		358,476		8.8	%	4.5	%
Europe (1)	57,435		50,291		51,435		14.2	%	(2.2)	%
Rest of World	54,782		52,160		46,261		5.0	%	12.8	%
	519,710		476,993		456,172		9.0	%	4.6	%
Advanced Circulatory Support
United States	39,252		37,527		53,821		4.6	%	(30.3)	%
Europe (1)	751		1,447		1,120		(48.1)	%	29.2	%
Rest of World	319		327		518		(2.4)	%	(36.9)	%
	40,322		39,301		55,459		2.6	%	(29.1)	%
Other Revenue (2)	4,536		5,197		40,755		(12.7)	%	(87.2)	%
Totals
United States	635,044		571,558		571,299		11.1	%	0.0	%
Europe (1)	214,792		178,802		201,524		20.1	%	(11.3)	%
Rest of World	303,709		271,445		262,542		11.9	%	3.4	%
Total	$	1,153,545	$	1,021,805	$	1,035,365	12.9	%	(1.3)	%


	2023		2022
Available Short-term Liquidity
Cash and cash equivalents	$	266,504	$	214,172
Availability under the 2021 First Lien Credit Agreement	125,000		125,000
Availability under the Delayed Draw Term Facility (1)	—		50,000
	$	391,504	$	389,172

Working Capital
Current assets	$	988,158	$	886,136
Current liabilities	334,983		297,398
	$	653,175	$	588,738

Debt Obligations
Current portion of long-term debt	$	17,484	$	20,892
Short-term unsecured borrowing arrangements	627		2,542
Current debt obligations	18,111		23,434
Long-term debt obligations	568,543		518,067
Total debt obligations	$	586,654	$	541,501


Description			Page No.
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)			F-1
Consolidated Statements of Income (Loss) for the Years Ended December 31, 2023, December 31, 2022 and December 31, 2021			F-2
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023, December 31, 2022 and December 31, 2021			F-3
Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022			F-4
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, December 31, 2022 and December 31, 2021			F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, December 31, 2022 and December 31, 2021			F-6
Notes to Consolidated Financial Statements			F-7


Exhibit Number			Document 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)
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†			Cyberonics, Inc. 2009 Stock Plan, as amended, incorporated by reference to Appendix A to Cyberonics, Inc.’s Proxy Statement on Schedule 14A, filed on August 2, 2012
10.5†			Amended and Restated Cyberonics, Inc. New Employee Equity Inducement Plan, as amended, incorporated by reference to Exhibit 10.3 of Cyberonics, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 24, 2008


10.6†			Form of Stock Option Award Notification and Agreement under the Cyberonics, Inc. 2009 Stock Plan, as amended, incorporated by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022
10.7†			CEO Employment Agreement effective January 1, 2017 between the Company and Damien McDonald, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on February 28, 2017
10.8†			Side Letter dated January 1, 2017 between the Company and Damien McDonald, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on February 28, 2017
10.9†			Damien McDonald Settlement Agreement, dated April 14, 2023, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023
10.10†			Description of 2018 Long Term Incentive Plan, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on March 16, 2018
10.11†			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
10.12†			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
10.13†			Description of 2019 Long Term Incentive Plan approved March 29, 2019, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on April 1, 2019
10.14†			Form of the Company’s 2019 Long Term Incentive Plan RSU Award Agreement, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on April 1, 2019
10.15†			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
10.16†			Form of the Company’s 2019 Long Term Incentive Plan PSU Award Agreement (rTSR condition), incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed on April 1, 2019
10.17†			Form of the Company’s 2019 Long Term Incentive Plan PSU Award Agreement (FCF condition), incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, filed on April 1, 2019
10.18†			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
10.19			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
10.20†			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
10.21†			Amendment to Outstanding 2018 Restricted Stock Unit Awards under the LivaNova PLC 2015 Incentive Award Plan dated June 15, 2020, incorporated by reference to Exhibit 10.11 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020
10.22†			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
10.23†			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
10.24†			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
10.25†			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
10.26†			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
10.27†			Form of Non-Executive Director Appointment Letter incorporated by reference to Exhibit 10.43 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020
10.28†			Alex Shvartsburg offer of employment in the role of Vice President Strategy and Innovation, dated 21 September 2017 incorporated by reference to Exhibit 10.44 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020
10.29†			Alex Shvartsburg letter, dated January 2019, regarding compensation increase incorporated by reference to Exhibit 10.45 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020
10.30†			Alex Shvartsburg letter, dated October 2020, regarding additive compensation package for interim CFO position incorporated by reference to Exhibit 10.46 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020
10.31†			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


10.32†			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
10.33†			Marco Dolci Confirmation Letter, effective January 1, 2020, as SVP Global Operations & Global Research and Development, incorporated by reference to Exhibit 10.2 of the Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2020
10.34†			Executive Employment Contract between Sorin Group Italia S.r.l. and Marco Dolci, effective April 20, 2017, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021
10.35†			Marco Dolci Retirement Agreement, dated September 18, 2023 incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023
10.36			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
10.37			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
10.38			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
10.39			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
10.40			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
10.41			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 Leaders, 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
10.42†			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
10.43†			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
10.44†			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
10.45†			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
10.46†			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
10.47†			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
10.48†			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
10.49†			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


10.50†			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
10.51†			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
10.52†			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
10.53†			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
10.54†			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
10.55*†			Michael Hutchinson Employment Agreement, dated November 2, 2022
10.56†			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
21.1*			List of Subsidiaries of LivaNova PLC
23.1*			Consent of PricewaterhouseCoopers LLP
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 Clawback Policy, dated 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, 2023, December 31, 2022 and December 31, 2021, (ii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, (iii) the Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022, (iv) the Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, 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

			By:			/s/ WILLIAM A. KOZY
						William A. Kozy
						Interim Chief Executive Officer and Chair of the Board of Directors
						(Principal Executive Officer)


	2023		2022		2021
Net revenue	$	1,153,545	$	1,021,805	$	1,035,365
Cost of sales	382,295		314,577		329,371
Gross profit	771,250		707,228		705,994
Operating expenses:
Selling, general and administrative	518,129		469,243		471,904
Research and development	193,817		155,805		183,414

Impairment of goodwill	—		129,396		—
Impairment of long-lived assets	89,974		—		—
Other operating expenses	37,828		29,536		51,460
Operating loss	(68,498)		(76,752)		(784)
Interest expense	(58,853)		(48,250)		(50,151)
Loss on debt extinguishment	—		—		(60,238)
Foreign exchange and other income/(expense)	46,125		49,860		(13,299)
Loss before tax	(81,226)		(75,142)		(124,472)
Income tax (benefit) expense	(98,876)		11,051		11,198
Losses from equity method investments	(104)		(53)		(148)
Net income (loss)	$	17,546	$	(86,246)	$	(135,818)


							% Change
	2023		2022		2021		2023 vs 2022		2022 vs 2021
Cardiopulmonary	$	20,004	$	11,247	$	(6,429)	77.9	%	NM
Neuromodulation	153,384		172,775		169,499		(11.2)	%	1.9	%
Advanced Circulatory Support	(117,418)		(142,590)		2,195		NM		NM

Segment income (1)	$	55,970	$	41,432	$	165,265	35.1	%	(74.9)	%


	2023		2022		2021
Cost of sales	33.1	%	30.8	%	31.8	%
Selling, general and administrative	44.9	%	45.9	%	45.6	%
Research and development	16.8	%	15.2	%	17.7	%
Impairment of goodwill	—	%	12.7	%	—	%
Impairment of long-lived assets	7.8	%	—	%	—	%
Other operating expenses	3.3	%	2.9	%	5.0	%


	2023		2022		2021
Operating activities	$	74,914	$	69,921	$	102,544
Investing activities	(40,331)		(38,414)		36,904
Financing activities	21,484		280,130		(181,483)
Effect of exchange rate changes on cash and cash equivalents	6,187		(4,011)		(2,805)
Net increase (decrease)	$	62,254	$	307,626	$	(44,840)


			LIVANOVA PLC

			By:			/s/ ALEX SHVARTSBURG
						Alex Shvartsburg
						Chief Financial Officer
						(Principal Accounting and Financial Officer)


	Year Ended December 31,
	2023		2022		2021
Net revenue	$	1,153,545	$	1,021,805	$	1,035,365
Cost of sales	382,295		314,577		329,371
Gross profit	771,250		707,228		705,994
Operating expenses:
Selling, general and administrative	518,129		469,243		471,904
Research and development	193,817		155,805		183,414
Impairment of goodwill	—		129,396		—
Impairment of long-lived assets	89,974		—		—
Other operating expenses	37,828		29,536		51,460
Operating loss	(68,498)		(76,752)		(784)
Interest expense	(58,853)		(48,250)		(50,151)
Loss on debt extinguishment	—		—		(60,238)
Foreign exchange and other income/(expense)	46,125		49,860		(13,299)
Loss before tax	(81,226)		(75,142)		(124,472)
Income tax (benefit) expense	(98,876)		11,051		11,198
Losses from equity method investments	(104)		(53)		(148)
Net income (loss)	$	17,546	$	(86,246)	$	(135,818)

Basic income (loss) per share	$	0.33	$	(1.61)	$	(2.68)
Diluted income (loss) per share	$	0.32	$	(1.61)	$	(2.68)

Shares used in computing basic income (loss) per share	53,939		53,472		50,633
Shares used in computing diluted income (loss) per share	54,212		53,472		50,633


ASSETS	2023		2022
Current Assets:
Cash and cash equivalents	$	266,504	$	214,172
Restricted cash	311,368		301,446
Accounts receivable, net of allowance of $12,019 at December 31, 2023 and $11,862 at December 31, 2022	215,072		183,110
Inventories	147,887		129,379
Prepaid and refundable taxes	20,145		31,708


Prepaid expenses and other current assets	27,182		26,321
Total Current Assets	988,158		886,136
Property, plant and equipment, net	154,181		147,187
Goodwill	782,941		768,787
Intangible assets, net	261,178		368,559
Operating lease assets	50,845		35,830
Investments	22,843		16,266
Deferred tax assets	118,858		1,384
Long-term derivative assets	38,496		54,393
Other assets	12,063		16,231
Total Assets	$	2,429,563	$	2,294,773
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current debt obligations	$	18,111	$	23,434
Accounts payable	80,845		74,310
Accrued liabilities and other	107,301		81,481

Current litigation provision liability	10,756		29,481
Taxes payable	23,340		16,505
Accrued employee compensation and related benefits	94,630		72,187

Total Current Liabilities	334,983		297,398
Long-term debt obligations	568,543		518,067
Contingent consideration	80,902		85,292
Deferred tax liabilities	11,567		8,516
Long-term operating lease liabilities	45,388		29,548
Long-term employee compensation and related benefits	17,254		16,804
Long-term derivative liabilities	45,569		85,675
Other long-term liabilities	47,729		45,849
Total Liabilities	1,151,935		1,087,149
Commitments and contingencies (Note 13)
Stockholders’ Equity:
Ordinary Shares, £1.00 par value: unlimited shares authorized; 53,942,151 shares issued and 53,918,222 shares outstanding at December 31, 2023; 53,851,979 shares issued and 53,564,664 shares outstanding at December 31, 2022	82,533		82,424
Additional paid-in capital	2,189,517		2,157,724
Accumulated other comprehensive loss	(27,883)		(48,119)
Accumulated deficit	(966,484)		(984,030)
Treasury stock at cost, 23,929 ordinary shares at December 31, 2023, 287,315 ordinary shares at December 31, 2022	(55)		(375)
Total Stockholders’ Equity	1,277,628		1,207,624
Total Liabilities and Stockholders’ Equity	$	2,429,563	$	2,294,773


	Ordinary Shares	Ordinary Shares - Amount		Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
December 31, 2020	49,447	$	76,300	$	1,768,156	$	(1,034)	$	27,809	$	(761,966)	$	1,109,265
Issuance of shares	4,182	5,808		316,733		—		—		—		322,541
Stock-based compensation plans	133	187		33,072		384		—		—		33,643
Net loss	—	—		—		—		—		(135,818)		(135,818)
Other comprehensive loss	—	—		—		—		(34,986)		—		(34,986)
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


	Year Ended December 31,
Operating Activities:	2023		2022		2021
Net income (loss)	$	17,546	$	(86,246)	$	(135,818)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred tax expense	(114,428)		1,409		2,852
Impairment of long-lived assets	89,974		—		—
Stock-based compensation	36,352		44,809		40,564
Amortization	25,472		25,198		26,517
Depreciation	24,737		22,373		24,536
Remeasurement of derivative instruments	(22,911)		(38,656)		17,618
Amortization of debt issuance costs	19,053		21,334		16,657
ACS inventory obsolescence adjustment	12,621		—		—
Amortization of operating lease assets	10,647		10,225		16,935
Remeasurement of contingent consideration to fair value	9,360		(29,881)		564
Impairment of goodwill	—		129,396		—
Loss on debt extinguishment	—		—		60,238
Impairment of disposal group and loss on sale	—		—		1,942
Other	1,111		1,653		717
Changes in operating assets and liabilities:
Accounts receivable, net	(28,864)		(4,810)		(15,745)
Inventories	(28,478)		(25,679)		4,484
Other current and non-current assets	15,302		7,486		24,127
Accounts payable and accrued current and non-current liabilities	19,190		(3,510)		12,993
Taxes payable	7,361		1,378		103
Litigation provision liability	(19,131)		(6,558)		3,260
Net cash provided by operating activities	74,914		69,921		102,544
Investing Activities:
Purchases of property, plant and equipment	(34,981)		(26,517)		(25,478)
Purchase of investments	(6,504)		(2,952)		(3,653)
Acquisitions, net of cash acquired	—		(8,857)		(1,694)
Proceeds from sale of Heart Valves, net of cash disposed	—		—		42,945
Proceeds from sale of Respicardia investment and loan	—		—		23,057
Other	1,154		(88)		1,727
Net cash (used in) provided by investing activities	(40,331)		(38,414)		36,904
Financing Activities:
Proceeds from long-term debt obligations	50,000		507,547		—
Repayment of long-term debt obligations	(21,624)		(223,541)		(452,256)
Shares repurchased from employees for minimum tax withholding	(7,503)		(8,671)		(12,942)
Repayments of short-term borrowings (maturities greater than 90 days)	(1,974)		—		—
Proceeds from deferred consideration from sale of Heart Valves, net of working capital adjustments	—		4,596		—
Debt issuance costs	—		(3,292)		(2,450)
Proceeds from issuance of ordinary shares, net	—		—		322,557
Payment of make-whole premium on long-term debt obligations	—		—		(35,594)
Payment of contingent consideration	—		—		(5,249)
Other	2,585		3,491		4,451
Net cash provided by (used in) financing activities	21,484		280,130		(181,483)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	6,187		(4,011)		(2,805)
Net increase (decrease) in cash, cash equivalents and restricted cash	62,254		307,626		(44,840)
Cash, cash equivalents and restricted cash at beginning of period	515,618		207,992		252,832
Cash, cash equivalents and restricted cash at end of period	$	577,872	$	515,618	$	207,992



Supplementary Disclosures of Cash Flow Information:
Cash paid for interest	$	36,910	$	19,044	$	32,569
Cash paid for income taxes, net	(1,620)		1,221		(13,583)


	Initial Fair Value of Consideration		Measurement Period Adjustments (1)		Adjusted Fair Value of Consideration
Cash and other considerations	$	15,586	$	—	$	15,586
Contingent consideration	26,369		(9,578)		16,791
Fair value of consideration transferred	$	41,955	$	(9,578)	$	32,377


	Initial Purchase Price Allocation		Measurement Period Adjustments (1)		Adjusted Purchase Price Allocation
Developed technology - 15-year life	$	13,950	$	(11,050)	$	2,900
Goodwill	25,893		977		26,870
Other assets and liabilities, net	2,112		495		2,607
Net assets acquired	$	41,955	$	(9,578)	$	32,377


	Employee Severance and Termination Costs		Other		Total
As of December 31, 2020	$	5,749	$	546	$	6,295
Charges	7,963		1,750		9,713
Cash payments	(12,876)		(2,296)		(15,172)
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 (1)	$	911	$	—	$	911


	2023		2022
Finite-lived intangible assets:
Customer relationships	$	187,196	$	184,397
Developed technology	103,490		217,205
Trade names	13,280		24,368
Other intangible assets	773		756
Total gross finite-lived intangible assets	304,739		426,726
Accumulated amortization - Customer relationships	84,647		72,820
Accumulated amortization - Developed technology	56,921		80,219
Accumulated amortization - Trade names	13,280		16,483
Accumulated amortization - Other intangible assets	719		651
Total accumulated amortization	155,567		170,173
Net finite-lived intangible assets	$	149,172	$	256,553
Indefinite-lived intangible assets:
IPR&D	$	112,006	$	112,006
Goodwill	782,941		768,787
Total indefinite-lived intangible assets	$	894,947	$	880,793


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


2024	$	17,566
2025	17,566
2026	17,566
2027	17,114
2028	17,114
Thereafter	62,246
Total	$	149,172


	2023		2022
ShiraTronics, Inc.	$	5,750	$	5,000
Cadence Neuroscience, Inc. (1)	5,000		—
Noctrix Health, Inc.	3,159		3,159
Ceribell, Inc.	3,000		3,000
Rainbow Medical Ltd.	1,084		1,047
Highlife S.A.S.	1,049		1,013
MD Start II	865		1,069
	19,907		14,288
Equity method investment (2)	2,936		1,978
	$	22,843	$	16,266


	2023		Fair Value Measurements Using Inputs Considered as:
			Level 1		Level 2		Level 3
Assets

Derivative assets - capped call derivatives	$	38,496	$	—	$	—	$	38,496
Convertible notes receivable	275		—		—		275
	$	38,771	$	—	$	—	$	38,771

Liabilities
Derivative liabilities - freestanding instruments (FX)	$	3,883	$	—	$	3,883	$	—
Derivative liabilities - embedded exchange feature	45,569		—		—		45,569
Contingent consideration arrangements	94,652		—		—		94,652
	$	144,104	$	—	$	3,883	$	140,221


	Capped Call Derivative Asset		Convertible Notes Receivable		Embedded Exchange Feature Derivative Liability		Contingent Consideration Liability Arrangements
As of December 31, 2021	$	106,629	$	2,767	$	181,700	$	98,382
Additions	—		—		—		26,369
Utilized as business combination consideration	—		(2,495)		—		—
Measurement period adjustments (1)	—		—		—		(9,578)
Changes in fair value (2) (3) (4)	(52,236)		13		(96,025)		(29,881)
As of December 31, 2022	54,393		285		85,675		85,292




Changes in fair value (2) (3)	(15,897)		(10)		(40,106)		9,360

As of December 31, 2023	38,496		275		45,569		94,652
Less current portion at December 31, 2023	—		—		—		13,750
Long-term portion at December 31, 2023	$	38,496	$	275	$	45,569	$	80,902


	2023		2022		Maturity	Interest Rate
Term Facilities	$	328,459	$	289,294	July 2027	9.02%
2020 Cash Exchangeable Senior Notes	255,500		239,568		December 2025	3.00%
Bank of America, US	1,500		1,500		January 2025	8.09%
Bank of America Merrill Lynch Banco Múltiplo S.A.	—		6,462		N/A	N/A
Mediocredito Italiano	—		1,601		N/A	N/A
Other	568		534
Total long-term facilities	586,027		538,959
Less current portion of long-term debt	17,484		20,892
Total long-term debt obligations	$	568,543	$	518,067


Description of Derivative Contract	2023		2022
Interest rate swap contracts	$	—	$	210,000


		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


2023	Asset Derivatives			Liability Derivatives
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	Fair Value (1)		Balance Sheet Location	Fair Value (1)
Capped call derivatives	Long-term derivative assets	$	38,496
FX derivative contracts				Accrued liabilities and other	$	3,883
Embedded exchange feature				Long-term derivative liabilities	45,569
Total derivatives not designated as hedging instruments		38,496			49,452
Total derivatives		$	38,496		$	49,452


2024	$	10,938
2025	9,517
2026	6,888
2027	5,997
2028	5,139
Thereafter	32,167
Total lease payments	70,646
Less: Amount representing interest	16,896
Present value of lease liabilities	$	53,750