SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
o TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-15525
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Edwards
Lifesciences Corporation of Puerto Rico
Savings and Investment Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Edwards Lifesciences Corporation
One Edwards Way
Irvine, California 92614
(949) 250-2500
Edwards Lifesciences Corporation of Puerto Rico
Savings and Investment Plan
Index to Financial Statements and Supplemental Schedule
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1 |
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Financial Statements: |
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Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003 |
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2 |
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3 |
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4 |
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Supplemental Schedules* |
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9 |
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Exhibit: |
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23—Consent of Independent Registered Public Accounting Firm |
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* Schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.
Report of Independent Registered Public Accounting Firm
To the Participants and
the Administrative and Investment Committee
for the Edwards Lifesciences Corporation Employee
Benefit Plans:
We have audited the accompanying statements of net assets available for benefits of the Edwards Lifesciences Corporation of Puerto Rico Savings and Investment Plan (“the Plan”) as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the years ended December 31, 2004 and 2003. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004 and 2003 and the changes in net assets available for benefits for the years ended December 31, 2004 and 2003 in conformity with accounting principles generally accepted in the United States of America.
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/s/ MOSS ADAMS LLP |
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Orange County, California |
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June 24, 2005 |
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1
Edwards Lifesciences Corporation of Puerto Rico
Savings and Investment Plan
Statements of Net Assets
Available for Benefits
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December 31, |
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2004 |
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2003 |
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ASSETS |
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Investments in Master Trust, at fair value |
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$ |
9,359,045 |
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$ |
7,308,972 |
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Dividend and interest receivable |
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— |
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— |
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Total assets |
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9,359,045 |
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7,308,972 |
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LIABILITIES |
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Accounts payable |
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— |
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(43,034 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
9,359,045 |
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$ |
7,265,938 |
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The accompanying notes are an integral part of these financial statements.
2
Edwards Lifesciences Corporation of Puerto Rico
Savings and Investment Plan
Statements of Changes in Net
Assets Available for Benefits
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Years Ended December 31, |
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2004 |
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2003 |
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Additions to net assets attributed to: |
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Investment income: |
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Net appreciation in fair value of Master Trust |
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$ |
658,946 |
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$ |
466,938 |
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Interest |
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161,877 |
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153,128 |
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Dividends |
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5,995 |
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— |
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Total investment income |
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826,818 |
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620,066 |
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Contributions: |
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Participant contributions |
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862,995 |
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863,267 |
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Company contributions |
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768,245 |
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400,317 |
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Total contributions |
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1,631,240 |
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1,263,584 |
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Total additions |
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2,458,058 |
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1,883,650 |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
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319,266 |
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518,385 |
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Administrative expenses |
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45,685 |
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71,867 |
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Total deductions |
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364,951 |
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590,252 |
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Net increase in net assets available for benefits |
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2,093,107 |
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1,293,398 |
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Net assets available for benefits: |
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Beginning of year |
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7,265,938 |
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5,972,540 |
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End of year |
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$ |
9,359,045 |
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$ |
7,265,938 |
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The accompanying notes are an integral part of these financial statements.
3
Edwards Lifesciences Corporation of Puerto Rico
Savings and Investment Plan
Notes to Financial Statements
The following description of the Edwards Lifesciences Corporation of Puerto Rico 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 the Edwards Lifesciences Corporation of Puerto Rico (“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 employees of the Company, or a subsidiary, division or facility of the Company that has adopted the Plan, other than:
1. Puerto Rico employees covered by a collective bargaining agreement unless the agreement provides for coverage under the Plan;
2. Employees otherwise excluded from the groups of employees to whom the Plan is extended;
3. Leased employees who are employed by another company that provides services to Edwards; and
4. 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.
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 Parent Company and are currently employees of the Parent Company. Banco Popular de Puerto Rico and State Street Bank and Trust Company (“Trustees”) serve as trustees of the Plan assets and CitiStreet provides record keeping services for the Plan.
Contributions
The Plan allows tax deferred contributions intended to qualify under the applicable laws of the Commonwealth of Puerto Rico and the United States Internal Revenue Code (“IRC”). Eligible participants may make pre-tax contributions up to 10% of their eligible annual compensation within certain limitations. The Company matches the first four percent of the participant’s annual eligible compensation contributed to the Plan at the rate of 50 cents for each contributed dollar. Each eligible employee will also receive a profit sharing contribution in an amount targeted at two percent of such employee’s 1165(e) eligible earnings for prior year as defined by the plan. Certain employees are also eligible for supplemental profit sharing contributions related to changes in the Company’s pension plan.
4
Participant Accounts
Each participant’s account is credited with the participant’s contributions, the Company’s matching and profit sharing contributions and the allocation of the participant’s share of the Plan’s net earnings and losses, net of certain investment management fees. Allocations are based on participant account balances, as defined.
Vesting
Participants are immediately fully vested in their plan accounts (other than their Company matching and profit sharing contributions), plus actual earnings thereon. Vesting in a participant’s Company matching 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. On termination of service due to death, disability, or attainment of normal retirement age, a participant shall become fully vested.
Investment Options
Upon enrollment in the Plan, a participant may direct contributions in any of the following investment options within the Master Trust:
Commingled Funds:
SSgA Stable Value Fund—Funds are invested in investment contracts issued by insurance companies, banks, and other financial institutions, as well as enhanced short-term investment products.
PIMCO Total Return Fund—Fund invests, under normal circumstances, at least 65% of its assets in fixed income securities.
BGI Lifepath 2010 Fund—The fund uses an asset allocation approach; a neutral mix would be 30% equities, 60% debt securities, and 10% cash. The allocation changes, becoming more conservative, as the fund nears its maturation. The fund allocates assets among securities contained in various domestic and foreign indexes; it may invest up to 20% of assets in securities traded in foreign markets.
BGI Lifepath 2020 Fund—The fund uses an asset-allocation approach; a neutral mix would be 65% equities and 35% debt securities. The fund allocates assets among securities contained in various domestic and foreign indexes; it may invest up to 20% of assets in securities traded in foreign markets.
BGI Lifepath 2030 Fund—The fund uses an asset allocation approach; a neutral mix would be 70% equities and 30% debt securities. The allocation changes, becoming more conservative, as the fund nears its maturation. The fund allocates assets among securities contained in various domestic and foreign indexes; it may invest up to 20% of assets in securities traded in foreign markets.
BGI Lifepath 2040 Fund—The fund uses an asset allocation approach; a neutral mix would be 100% equities. The allocation changes, becoming more conservative, as the fund nears its maturation. The fund allocates assets among securities contained in various domestic and foreign indexes; it may invest up to 20% of assets in securities traded in foreign markets.
SSgA Moderate Strategic Balanced Fund—The fund invests in a broad diversification of major global asset classes.
SSgA S&P 500 Flagship Fund—The fund invests in all 500 stocks of the S&P 500 Index in proportion to their weightings in the Index.
5
Van Kampen Growth and Income Fund—Invests primarily in income-producing equity securities, including common stocks and convertible securities (although investments are also made in nonconvertible preferred stocks and debt securities).
Smith Barney Large Cap Growth Fund—The portfolio consists of securities of large-cap companies with the highest growth potential.
Dreyfus Mid Cap Index Fund—The fund generally is fully invested in stocks included in the S&P MidCap 400 index, which is composed of 400 stocks of medium-size domestic and some Canadian companies with market capitalizations ranging between approximately $900 million and $3 billion, depending on index composition.
Dreyfus Small Cap Stock Index Fund—The fund invests in a representative sample of stocks included in the S&P SmallCap 600 Index, and in futures whose performance is tied to the index.
Smith Barney Small Cap Stock Index Fund—The fund invests in stocks of U.S. companies with relatively small market capitalizations, representing several industries and market sectors that are considered by the fund manager to be undervalued by the market or out-of-favor with investors.
UBS U.S. Small Cap Growth Fund—The fund normally invests at least 80% of assets in equity securities of U.S. small capital growth companies. These companies typically have a market capitalization of $2 billion or less at the time of purchase. Investments in equity securities may include common stock and preferred stock. The fund seeks to invest in companies with strong business franchises and attractive competitive positions that generate rapidly rising earnings. Management targets companies with earnings growth in the top 40%. The fund may invest up to 20% of its total assets in foreign securities.
Templeton Foreign Fund—The fund invests 80% of net assets in equity securities of companies outside the United States.
Common Stock Funds:
Edwards Lifesciences Corporation Stock Fund—Consists of Edwards Common Stock. Voting rights are passed through to individual participants.
Baxter Common Stock Fund (for certain eligible employees)—Funds are invested primarily in Baxter common stock. Effective April 1, 2000, participants may no longer elect that contributions be invested in the fund, nor may they transfer any existing account balances into the fund.
Participant Loans
Participants may borrow an amount ranging from a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balances. The loan bears interest based on the applicable prime rate at the time of issuance plus 1%, which interest rates presently range from 5.0% to 10.5%, and has a maximum term of five years (or ten years if used to acquire a home). Upon making a hardship withdrawal, a participant may not make additional pre-tax contributions for a period of 12 months from the date of the withdrawal payment.
Payment of Benefits
On termination of service or otherwise becoming eligible to receive benefits, a participant may elect to receive a lump-sum amount equal to the value of the participant’s account, receive periodic installments or transfer the balance in the participant’s account to another qualified plan. Vested accounts of $5,000 or less will be automatically paid in a lump-sum amount.
6
A participant may make withdrawals from the participant’s accounts (except as provided in the Plan document) upon reaching age 591¤2, becoming fully vested and completing 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
In 2004 and 2003, 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 nonvested balance is forfeited at the time of termination of employment. Such forfeitures may be used to offset future Company matching contributions. Forfeitures outstanding were approximately $2,898 at December 31, 2004.
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 investment in the Master Trust (see Note 3) is valued at the net asset value of the underlying investments within the Master Trust. The Master Trust’s assets are primarily invested in funds managed by State Street Bank and Trust Company 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.
Net appreciation in the Master Trust includes realized gains and losses on the sale of investments and unrealized appreciation or depreciation.
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.
7
The Master Trust, held by State Street Bank and Trust Company holds the assets of the Plan and the Edwards Lifesciences Corporation 401(k) Savings and Investment Plan.
The accompanying statements of net assets available for Plan 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 as provided by State Street Bank and Trust Company for the Trust as of December 31 is as follows:
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December 31, |
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2004 |
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2003 |
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Cash and cash equivalents |
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$ |
— |
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$ |
21,550 |
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Commingled and common stock funds |
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161,767,315 |
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140,871,335 |
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Participant Loans |
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5,399,451 |
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5,054,897 |
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Net assets held by Master Trust |
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$ |
167,166,766 |
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$ |
145,947,782 |
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% of plan net assets held by Master Trust |
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6 |
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5 |
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Investment income from Master Trust investments for the years ended December 31, 2004, and 2003 is as follows:
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Year Ended December 31, |
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2004 |
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2003 |
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Interest income |
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$ |
1,664,187 |
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$ |
1,687,510 |
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Dividend income |
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575,225 |
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152,834 |
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Net appreciation in fair value of Commingled and common stock funds |
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13,709,213 |
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17,891,710 |
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Plan investment income from Master Trust |
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$ |
15,948,625 |
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$ |
19,732,054 |
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% of plan investment income from Master Trust |
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5 |
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3 |
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4. 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.
The Company has received a favorable determination letter from the Internal Revenue Service and the Puerto Rico Treasury Department (Departmento de Hacienda) on the Plan’s federal income tax status. Although the Plan has since been amended, the Plan Administrator believes the Plan is currently designed and is being operated in compliance with the applicable requirements of both internal revenue codes.
At December 31, 2004 and 2003, the Plan, through its investment in the Master Trust, held units of participation in certain commingled funds, which held shares of common stock of the Company, and held short-term investment funds of the Trustee. These transactions are allowable party-in-interest transactions under ERISA and the regulations promulgated thereunder.
8
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the administrator of the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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EDWARDS
LIFESCIENCES CORPORATION OF PUERTO RICO |
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June 28, 2005 |
By: |
/s/ CORINNE H. LYLE |
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Corinne H. Lyle |
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Member of the Administrative and |
9
Exhibits are identified below. Exhibit 23 is filed herein as an exhibit hereto.
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Exhibit No. |
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Description |
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23 |
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Consent of Independent Registered Public Accounting Firm |
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10