LIVN LivaNova PLC

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Note 1. Unaudited Condensed Consolidated Financial Statements

Basis of Presentation

The accompanying condensed consolidated financial statements of LivaNova as of, and for the three and six months ended June 30, 2023 and 2022, have been prepared in accordance with U.S. GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The accompanying condensed consolidated balance sheet of LivaNova at December 31, 2022 has been derived from audited financial statements contained in LivaNova’s 2022 Form 10-K but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments considered necessary for a fair statement of the operating results of LivaNova and its subsidiaries for the three and six months ended June 30, 2023 and are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The financial information presented herein should be read in conjunction with the audited consolidated financial statements and notes thereto accompanying LivaNova’s 2022 Form 10-K.

Macroeconomic Environment

The current macroeconomic environment, including foreign exchange volatility, supply chain challenges, inflationary pressures, and geopolitical instability, has impacted and may continue to impact LivaNova’s business. LivaNova’s net revenue and profitability have been negatively affected by the unfavorable foreign currency exchange impact of the strengthened USD against a number of currencies. Furthermore, LivaNova continues to experience supply chain delays and interruptions, labor shortages, inflationary pressures and logistical issues. Though, to date, the Company’s supply of raw materials and the production and distribution of finished products have not been materially affected, demand and low capacity worldwide have caused longer lead times and put price pressure on key raw materials. Moreover, freight and labor costs at LivaNova’s manufacturing facilities have increased substantially in the wake of inflation globally. The Company continues to respond to such challenges, and while LivaNova has business continuity plans in place, the impact of the ongoing challenges the Company is navigating, along with their potential escalation, may adversely affect its business.

In February 2022, Russia launched an invasion in Ukraine, which caused the Company to assess its ability to sell in the market due to international sanctions, consider the potential impact of raw material sourced from the region, and determine whether LivaNova is able to transact in a compliant fashion. Although business across Russia, Ukraine and Belarus represented 1% of LivaNova’s total net revenue for 2022, the invasion of Ukraine has increased economic uncertainties, and a significant escalation or continuation of the conflict could have a material, global impact on the Company’s operating results.

Reclassifications

The Company has reclassified certain prior period amounts on the condensed consolidated balance sheets for comparative purposes. These reclassifications did not have a material effect on LivaNova’s financial condition.

Significant Accounting Policies

LivaNova’s significant accounting policies are detailed below and in “Note 2. Basis of Presentation, Use of Accounting Estimates and Significant Accounting Policies” and “Note 3. Revenue Recognition” of LivaNova’s 2022 Form 10-K.

Note 2. Business Combinations

As of December 31, 2021, LivaNova owned a 3% investment in ALung, a privately held medical device company focused on creating advanced medical devices for treating respiratory failure. On May 2, 2022, LivaNova acquired the remaining 97% of equity interests in ALung for a purchase price of up to $110.0 million, consisting of $10.0 million paid at closing, subject to customary adjustments, and contingent consideration of up to $100.0 million payable upon achievement of certain sales-based milestones beginning in 2023 and ending in 2027. Total consideration included approximately $5.5 million of non-cash consideration.

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The following table presents the acquisition date fair value of the consideration transferred and the fair value of LivaNova’s interest in ALung prior to the acquisition, including certain measurement period adjustments (in thousands):

						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

(1)During the third quarter of 2022, measurement period adjustments were recorded based on information obtained about facts and circumstances that existed as of the acquisition date.

The purchase price allocation at fair value for the ALung acquisition was finalized during the second quarter of 2023 and is presented in the following table, which includes certain measurement period adjustments (in thousands):

						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

(1)During the third quarter of 2022, measurement period adjustments were recorded based on information obtained about facts and circumstances that existed as of the acquisition date.

Goodwill arising from the ALung acquisition, which is not deductible for tax purposes, primarily represents the synergies anticipated between ALung and the Company’s ACS business. The assets acquired, including goodwill, are recognized in LivaNova’s ACS segment. The goodwill for the ACS reporting unit was fully impaired during the third quarter of 2022.

The Company’s condensed consolidated financial statements include the operating results of ALung from the acquisition date. Separate post-acquisition operating results and pro forma financial information for this acquisition have not been presented as the effect was not material for disclosure purposes.

The contingent consideration payments are triggered upon the achievement of thresholds associated with sales of products covered by the purchase agreement and are estimated to occur during the years reflected in the table below. The sales-based earnout was valued using projected sales from the Company’s internal strategic plan and is a Level 3 fair value measurement, which includes the following significant unobservable inputs (in thousands):

ALung Acquisition						Fair value at May 2, 2022						Valuation Technique						Unobservable Input						Ranges
Sales-based earnout						$	16,791					Monte Carlo simulation						Risk-adjusted discount rate						7.0%			-			8.4%
																		Credit risk discount rate						6.4%			-			8.0%
																		Revenue volatility						25.7%
																		Projected years of earnout						2023			-			2027

For a reconciliation of the beginning and ending balance of contingent consideration liabilities, refer to “Note 4. Fair Value Measurements.”

Note 3. Divestiture of Heart Valve Business

On December 2, 2020, LivaNova entered into a Purchase Agreement with Mitral, a company incorporated under the laws of Luxembourg and wholly owned and controlled by funds advised by Gyrus Capital S.A., a Swiss private equity firm. The Purchase Agreement provided for the divestiture of certain of LivaNova’s subsidiaries as well as certain other assets and liabilities relating to the Company’s Heart Valve business and site management operations conducted by the Company’s subsidiary LSM at the Company’s Saluggia campus for $64.1 million.

On April 9, 2021, LivaNova and Mitral entered into an Amended & Restated Purchase Agreement to, among other things, defer the closing of the sale and purchase of LSM by up to two years and include or amend certain additional terms relating to such deferral, including certain amendments relating to the potential hazardous substances liabilities of LSM and the related expense reimbursement provisions. On April 9, 2023, Mitral provided notice to LivaNova, consistent with the terms of the Amended & Restated Purchase Agreement, that they would not exercise their right to purchase LSM.

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Note 4. Fair Value Measurements

The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. There were no transfers between Level 1, Level 2, or Level 3 during the six months ended June 30, 2023 and 2022.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis (in thousands):

						Fair Value as of June 30, 2023						Fair Value Measurements Using Inputs Considered as:
												Level 1						Level 2						Level 3
Assets:
Derivative assets - freestanding instruments (FX)						$	219					$	—					$	219					$	—
Derivative assets - capped call derivatives						42,034						—						—						42,034
Convertible notes receivable						275						—						—						275
						$	42,528					$	—					$	219					$	42,309
Liabilities:
Derivative liabilities - freestanding instruments (FX)						$	113					$	—					$	113					$	—
Derivative liabilities - embedded exchange feature						53,705						—						—						53,705
Contingent consideration arrangements						92,626						—						—						92,626
						$	146,444					$	—					$	113					$	146,331

						Fair Value as of December 31, 2022						Fair Value Measurements Using Inputs Considered as:
												Level 1						Level 2						Level 3
Assets:
Derivative assets - designated as cash flow hedges (interest rate swap)						$	1,333					$	—					$	1,333					$	—
Derivative assets - capped call derivatives						54,393						—						—						54,393
Convertible notes receivable						285						—						—						285
						$	56,011					$	—					$	1,333					$	54,678
Liabilities:
Derivative liabilities - freestanding instruments (FX)						$	5,886					$	—					$	5,886					$	—
Derivative liabilities - embedded exchange feature						85,675						—						—						85,675
Contingent consideration arrangements						85,292						—						—						85,292
						$	176,853					$	—					$	5,886					$	170,967

The following table provides a reconciliation of the beginning and ending balances of recurring fair value measurements using significant unobservable inputs (Level 3) (in thousands):

						Capped Call Derivative Asset						Convertible Notes Receivable						Embedded Exchange Feature Derivative Liability						Contingent Consideration Liability Arrangements
As of December 31, 2022 - long-term						$	54,393					$	285					$	85,675					$	85,292
Changes in fair value						(12,359)						(10)						(31,970)						7,334
Total at June 30, 2023 - long-term						$	42,034					$	275					$	53,705					$	92,626

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Embedded Exchange Feature and Capped Call Derivatives

In June 2020, the Company issued $287.5 million in cash exchangeable senior notes and entered into related capped call transactions. The cash exchangeable senior notes include an embedded exchange feature that is bifurcated from the cash exchangeable senior notes. Please refer to “Note 5. Financing Arrangements” for further details. The embedded exchange feature derivative is measured at fair value using a binomial lattice model and discounted cash flows that utilize observable and unobservable market data. The capped call derivative is measured at fair value using the Black-Scholes model utilizing observable and unobservable market data, including stock price, remaining contractual term, expected volatility, risk-free interest rate and expected dividend yield, as applicable.

The embedded exchange feature and capped call derivatives are classified as Level 3 as the Company uses historical volatility and implied volatility from options traded to determine expected stock price volatility, an unobservable input that is significant to the valuation. In general, an increase in LivaNova’s stock price or stock price volatility would increase the fair value of the embedded exchange feature and capped call derivatives which would result in an increase in expense. As time to the expiration of the derivatives decreases, the fair value of the derivatives would decrease. The future impact on net income depends on how significant inputs such as stock price, stock price volatility and time to the expiration of the derivatives change in relation to other inputs. Changes in the fair value of the embedded exchange feature derivative and capped call derivatives are recognized in foreign exchange and other income/(expense) in the condensed consolidated statements of income.

The fair value of the embedded exchange feature derivative liability and the capped call derivative assets was $53.7 million and $42.0 million, respectively, as of June 30, 2023, and the stock price volatility was 36%. As of June 30, 2023, a 10% lower volatility, holding other inputs constant, would reduce the fair value for the embedded exchange feature derivative liability by $13.8 million, and a 10% higher volatility, holding other inputs constant, would increase the fair value by $14.4 million. As of June 30, 2023, a 10% lower volatility, holding other inputs constant, would reduce the fair value for the capped call derivatives by $9.2 million, and a 10% higher volatility, holding other inputs constant, would increase the fair value by $4.0 million.

Contingent Consideration Arrangements

The following table provides the fair value of Level 3 contingent consideration arrangements by acquisition (in thousands):

						June 30, 2023						December 31, 2022
ImThera						$	74,941					$	69,389
ALung						17,685						15,903
						$	92,626					$	85,292

The ImThera business combination involved contingent consideration arrangements composed of potential cash payments upon the achievement of a certain regulatory milestone and a sales-based earnout associated with sales of products. The sales-based earnouts are valued using projected sales from LivaNova’s internal strategic plan. These arrangements are Level 3 fair value measurements and include the following significant unobservable inputs as of June 30, 2023:

ImThera Acquisition

Valuation Technique

Unobservable Input

Inputs

Regulatory milestone-based payment

Discounted cash flow

Discount rate

9.7%

Probability of payment

85%

Projected payment year

2025

Sales-based earnout

Monte Carlo simulation

Risk-adjusted discount rate

14.4% - 15.0%

Credit risk discount rate

10.0% - 10.5%

Revenue volatility

32.5%

Probability of payment

85%

Projected years of earnout

2026 - 2029

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The ALung business combination involved a contingent consideration arrangement composed of potential cash payments upon the achievement of certain sales-based thresholds associated with sales of products. The arrangement is a Level 3 fair value measurement and includes the following significant unobservable inputs as of June 30, 2023:

ALung Acquisition

Valuation Technique

Unobservable Input

Inputs

Sales-based earnout

Monte Carlo simulation

Risk-adjusted discount rate

10.0% - 11.0%

Credit risk discount rate

9.5% - 10.2%

Revenue volatility

32.8%

Projected years of earnout

2023 - 2027

Note 5. Financing Arrangements

The outstanding principal amount of long-term debt as of June 30, 2023 and December 31, 2022 was as follows (in thousands, except interest rates):

						June 30, 2023						December 31, 2022						Maturity						Interest Rate
Term Facilities						$	336,316					$	289,294					July 2027						8.54%
2020 Cash Exchangeable Senior Notes						247,236						239,568						December 2025						3.00%
Bank of America Merrill Lynch Banco Múltiplo S.A.						—						6,462						N/A						N/A
Mediocredito Italiano						819						1,601						December 2023						0.50% - 6.00%
Bank of America, U.S.						1,500						1,500						January 2025						8.31%
Other						524						534
Total long-term facilities						586,395						538,959
Less current portion of long-term debt						18,444						20,892
Total long-term debt obligations						$	567,951					$	518,067

Revolving Credit

The outstanding principal amount of LivaNova’s short-term unsecured revolving credit agreements and other agreements with various banks was $0.6 million and $2.5 million as of June 30, 2023 and December 31, 2022, respectively, with an interest rate of 4.24% and loan terms ranging from overnight to 364 days as of June 30, 2023.

On August 13, 2021, LivaNova PLC and its wholly-owned subsidiary, LivaNova USA as borrower, entered into a First Lien Credit Agreement with the lenders and issuing banks party thereto and Goldman Sachs Bank USA, as First Lien Administrative Agent and First Lien Collateral Agent, relating to a $125 million senior secured multi-currency revolving credit facility to be made available to the borrower, referred to as the 2021 First Lien Credit Agreement. The 2021 First Lien Credit Agreement, as amended from time to time, expires on August 13, 2026, and bears interest at a rate equal to, for USD-denominated loans, an adjusted SOFR with a floor of 0.00%, or a Base Rate, plus, in each case, a variable margin based on the Company’s Total Net Leverage Ratio, as defined in the agreement. Interest is paid monthly or quarterly, as selected by the borrower, with any outstanding principal due at maturity. The 2021 First Lien Credit Agreement also contemplates the payment of commitment fees on the unused portion of the commitments, at a variable percentage based on the Company’s Total Net Leverage Ratio. As of June 30, 2023 and December 31, 2022, the applicable commitment fee percentage was 0.5% per annum. The 2021 First Lien Credit Agreement is available for working capital and other general corporate purposes and, if drawn, can be repaid at any time without premium or penalty. As of June 30, 2023, the Company was in compliance with the financial covenants contained in its 2021 First Lien Credit Agreement.

There were no outstanding borrowings under the 2021 First Lien Credit Agreement’s $125 million revolving credit facility as of June 30, 2023 and December 31, 2022.

Bridge Loan Facility

On February 24, 2022, LivaNova PLC and its wholly-owned subsidiary, LivaNova USA entered into the €200 million Bridge Loan Facility. On March 16, 2022, LivaNova entered into Amendment No. 2 to the 2021 First Lien Credit Agreement, which converted the available borrowings under the Bridge Loan Facility from €200 million to $220 million and converted the EURIBOR rate in the 2021 First Lien Credit Agreement to SOFR. LivaNova delivered a borrowing notice for $220 million in connection with the Bridge Loan Facility, which was funded on March 17, 2022.

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On March 18, 2022, LivaNova PLC, acting through its Italian branch, entered into an Indemnity Letter and an Account Pledge Agreement with Barclays, further to which Barclays issued the SNIA Litigation Guarantee. As security for the SNIA Litigation Guarantee, LivaNova is required to grant cash collateral to Barclays in USD in an amount equal to the USD equivalent of 105% of the amount of the SNIA Litigation Guarantee calibrated on a biweekly basis. The proceeds of the Bridge Loan Facility were used by LivaNova to post a portion of the cash collateral supporting the SNIA Litigation Guarantee. Cash collateral classified as restricted cash on the condensed consolidated balance sheet was $311.4 million and $301.4 million as of June 30, 2023 and December 31, 2022, respectively. For additional information regarding the SNIA litigation, please refer to “Note 7. Commitments and Contingencies.”

Debt discounts and issuance costs related to the Bridge Loan Facility were approximately $4.5 million. Amortization of debt discount and issuance costs for the Bridge Loan Facility was $3.6 million and $4.5 million for the three and six months ended June 30, 2022, respectively, and is included in interest expense on the condensed consolidated statement of income.

The Bridge Loan Facility was repaid in full on July 6, 2022.

Term Facilities

On July 6, 2022, LivaNova and its wholly-owned subsidiary, LivaNova USA, entered into Incremental Facility Amendment No. 2. Incremental Facility Amendment No. 2 provides for LivaNova USA to, among other things, obtain commitments for term loan facilities from a syndicate of lenders in an aggregate principal amount of $350 million consisting of (i) the Initial Term Facility with an aggregate principal amount of $300 million and (ii) the Delayed Draw Term Facility with an additional aggregate principal amount of $50 million. On April 6, 2023, LivaNova drew $50 million under the Delayed Draw Term Facility for general corporate purposes.

Proceeds from the Initial Term Facility were used to repay in full the Bridge Loan Facility on July 6, 2022, with the remainder used for general corporate purposes of the Company. The Term Facilities have a maturity of the earlier of (i) five years or (ii) 91 days prior to December 15, 2025, the maturity date of the 2020 Cash Exchangeable Senior Notes, unless by that date LivaNova USA will have either redeemed or refinanced the Notes, or set aside an amount of cash equal to the then-outstanding principal amount of the Notes. The Term Facilities bear interest at a rate equal to an adjusted term SOFR plus a variable margin based on the Company’s consolidated total net leverage ratio. As of June 30, 2023, the applicable margin over Adjusted SOFR was equal to 3.50% per annum. The Term Facilities are subject to an original issue discount of 1.5% of their principal amount. The Term Facilities are subject to quarterly principal repayment, based on the following amortization schedule: (i) during the first year from the initial funding date: 1.9%; (ii) year two: 5.0%; (ii) year three: 5.0%; (iv) year four: 7.5%; and (v) year five: 10.0%, with the remainder to be paid at maturity. The effective interest rate of the Term Facilities at June 30, 2023 was 6.53%.

The 2021 First Lien Credit Agreement, as amended, contains customary representations, warranties and covenants, including the requirement to maintain a Senior Secured First Lien Net Leverage Ratio, calculated as the ratio of Consolidated Senior Secured First Lien Net Indebtedness to Consolidated EBITDA, as defined in the credit agreement, for the period of four consecutive fiscal quarters ended on the calculation date, of not more than 3.50 to 1.00 and an Interest Coverage Ratio, calculated as the ratio of Consolidated EBITDA to Consolidated Interest Expense, as defined in the credit agreement, for the period of four consecutive fiscal quarters ended on the calculation date, of not less than 3.00 to 1.00. As of June 30, 2023, the Company was in compliance with the financial covenants contained in the 2021 First Lien Credit Agreement.

Debt discounts and issuance costs related to the Initial Term Facility were approximately $9.6 million. Amortization of debt discount and issuance costs for the Initial Term Facility was $0.5 million and $1.0 million for the three and six months ended June 30, 2023, respectively, and is included in interest expense on the condensed consolidated statement of income. The unamortized discount and issuance costs related to the Initial Term Facility as of June 30, 2023 and December 31, 2022 were $7.7 million and $8.7 million, respectively. Issuance costs related to the Delayed Draw Term Facility were approximately $1.6 million. Amortization of issuance costs for the Delayed Draw Term Facility was nil and $0.5 million for the three and six months ended June 30, 2023, respectively, and is included in interest expense on the condensed consolidated statement of income. The issuance costs related to the Delayed Draw Term Facility were fully amortized as of June 30, 2023.

2020 Cash Exchangeable Senior Notes

On June 17, 2020, LivaNova’s wholly-owned subsidiary, LivaNova USA, issued $287.5 million aggregate principal amount of 3.00% Notes by private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The sale of the Notes resulted in approximately $278.0 million in net proceeds to the Company after deducting issuance costs. Interest is payable semiannually in arrears on June 15 and December 15 of each year. The effective interest rate of the Notes at June 30, 2023 was 9.95%. The Notes mature on December 15, 2025 unless earlier exchanged, repurchased, or redeemed.

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Debt discounts and issuance costs related to the Notes were approximately $82.0 million and included $75.0 million of discount attributable to the embedded exchange feature, discussed below, and $7.0 million of allocated issuance costs to the Notes related to legal, bank and accounting fees. Amortization of debt discount and issuance costs for the Notes was $3.9 million and $7.7 million for the three and six months ended June 30, 2023, respectively, and $3.5 million and $6.9 million for the three and six months ended June 30, 2022, respectively, and is included in interest expense on the condensed consolidated statement of income. The unamortized discount related to the Notes as of June 30, 2023 and December 31, 2022 was $40.3 million and $47.9 million, respectively.

Holders of the Notes are entitled to exchange the Notes at any time during specified periods, at their option. This includes the right to exchange the Notes during any calendar quarter, if the last reported sale price of LivaNova’s ordinary shares, with a nominal value of £1.00 per share, is greater than or equal to 130% of the exchange price, or $79.27 per share for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter. The exchange condition was not satisfied during the quarterly period ending June 30, 2023. As a result, the Company has included its obligations from the Notes and the associated embedded exchange feature derivative as a long-term liability on the condensed consolidated balance sheet as of June 30, 2023. The Notes are exchangeable solely into cash and are not exchangeable into ordinary shares of LivaNova or any other security under any circumstances. The initial exchange rate for the Notes is 16.3980 ordinary shares per $1,000 principal amount of Notes (equivalent to an initial exchange price of approximately $60.98 per share). The exchange rate is subject to adjustment in certain circumstances, as set forth in the indenture governing the Notes.

The Company may redeem the Notes at its option, on or after June 20, 2023 and prior to the 51st scheduled trading day immediately preceding the maturity date, in whole or in part, if the last reported sale price per ordinary share has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Additionally, the Company may redeem the Notes at its option, prior to their stated maturity, in whole but not in part, in connection with certain tax-related events.

Embedded Exchange Feature

The embedded exchange feature of the Notes requires bifurcation from the Notes and is accounted for as a derivative liability. The fair value of the Notes’ embedded exchange feature derivative at the time of issuance was $75.0 million and was recorded as debt discount on the Notes. This discount is amortized as interest expense using the effective interest method over the term of the Notes. The Notes’ embedded exchange feature derivative is carried on the condensed consolidated balance sheets at its estimated fair value and is adjusted at the end of each reporting period, with the unrealized gain or loss reflected within “Foreign exchange and other income/(expense)” in the condensed consolidated statements of income. The fair value of the embedded exchange feature derivative liability was $53.7 million and $85.7 million as of June 30, 2023 and December 31, 2022, respectively.

Capped Call Transactions

In connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions with certain of the initial purchasers of the Notes or their respective affiliates. The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of LivaNova’s ordinary shares underlying the Notes and are expected generally to offset any cash payments the Company is required to make upon exchange of the Notes in excess of the principal amount thereof in the event that the market value per ordinary share, as measured under the capped call transactions, is greater than the strike price of the capped call transactions, with such offset being subject to an initial cap price of $100.00 per share. The capped call transactions expire on December 15, 2025 and must be settled in cash. If the capped call transactions are converted or redeemed early, settlement occurs at their termination value, which is equal to their fair value at the time of the redemption. The capped call transactions are carried on the condensed consolidated balance sheets as a derivative asset at their estimated fair value and are adjusted at the end of each reporting period, with unrealized gain or loss reflected within foreign exchange and other income/(expense) in the condensed consolidated statements of income. The fair value of the capped call derivative assets was $42.0 million and $54.4 million as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023, the capped call derivative assets were classified as long-term.

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Note 6. Derivatives and Risk Management

Due to the global nature of LivaNova’s operations, LivaNova is exposed to FX fluctuations. Historically, the Company has entered into FX derivative contracts and interest rate swap contracts to reduce the impact of FX and interest rate fluctuations, respectively, on earnings and cash flow.

LivaNova is also exposed to equity price risk in connection with its Notes, including exchange and settlement provisions based on the price of the Company’s ordinary shares at exchange or maturity of the Notes. The capped call transactions associated with the Notes also include settlement provisions that are based on the price of LivaNova’s ordinary shares, subject to a capped price per share.

LivaNova does not enter into derivative contracts for speculative purposes.

LivaNova measures all outstanding derivatives each period end at fair value and reports the fair value as either financial assets or liabilities on the condensed consolidated balance sheets. At inception of the contract, the derivative is designated as either a freestanding derivative or a hedge. Derivatives that are not designated as hedging instruments are referred to as freestanding derivatives with changes in fair value included in earnings.

If the derivative qualifies for hedge accounting, changes in the fair value of the derivative will be recorded in AOCI until the hedged item is recognized in earnings upon settlement/termination. FX derivative gains and losses in AOCI are reclassified to the condensed consolidated statements of income as shown in the tables below, and interest rate swap gains and losses in AOCI are reclassified to interest expense on the condensed consolidated statements of income. The Company evaluates hedge effectiveness at inception. Cash flows from derivative contracts are reported as operating activities on LivaNova’s condensed consolidated statements of cash flows.

Freestanding FX Derivative Contracts

The gross notional amount of FX derivative contracts not designated as hedging instruments outstanding at June 30, 2023 and December 31, 2022 was $160.4 million and $154.5 million, respectively. These derivative contracts are designed to offset the FX effects in earnings of various intercompany loans and trade receivables. For these freestanding derivatives, LivaNova recorded net gains of $0.4 million and $4.0 million for the three months ended June 30, 2023 and 2022, respectively, and net (losses) gains $(0.9) million and $5.0 million for the six months ended June 30, 2023 and 2022, respectively. These gains and losses are included in foreign exchange and other income/(expense) on the condensed consolidated statements of income.

Counterparty Credit Risk

LivaNova is exposed to credit risk in the event of non-performance by the counterparties to the Company’s derivatives.

The two counterparties to the capped call transactions are financial institutions. To limit its credit risk, LivaNova selected financial institutions with a minimum long-term investment grade credit rating. LivaNova’s exposure to the credit risk of the counterparties is not secured by any collateral. If a counterparty becomes subject to insolvency proceedings, the Company will become an unsecured creditor in those proceedings, with a claim equal to LivaNova’s exposure at that time under the capped call transactions with that counterparty.

To manage credit risk with respect to its other derivatives, the Company selects and periodically reviews counterparties based on credit ratings, limits its exposure with respect to each counterparty, and monitors the market positions. However, if one or more of these counterparties were in a liability position to the Company and were unable to meet their obligations, any transactions with the counterparty could be subject to early termination, which could result in substantial losses for the Company.

Cash Flow Hedges

Foreign Currency Risk

Historically, LivaNova utilized FX derivative contracts, designed as cash flow hedges, to hedge the variability of cash flows associated with LivaNova’s 12-month USD forecasts of revenues and costs denominated in British Pound, Japanese Yen and the Euro. The Company transferred to earnings from AOCI the gain or loss realized on the FX derivative contracts at the time of invoicing. Upon the settlement of LivaNova’s foreign currency cash flow hedges in the fourth quarter of 2022 and following an in-depth analysis of the utility of the Company’s cash flow hedging program, LivaNova discontinued its foreign currency cash flow hedging program.

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Interest Rate Risk

Historically, LivaNova entered into interest rate swaps associated with the Initial Term Facility, which qualified for and were designated as cash flow hedges. The Company’s interest rate swaps expired on April 6, 2023. LivaNova elected not to renew the interest rate swaps as interest expense associated with the Initial Term Facility is principally offset by holding a significant portion of the Initial Term Facility in a depository account, which earns a floating rate of interest.

The gross notional amounts of open derivative contracts designated as cash flow hedges at June 30, 2023 and December 31, 2022 were as follows (in thousands):

Description of Derivative Contract						June 30, 2023						December 31, 2022
Interest rate swap contracts						$	—					$	210,000

Pre-tax gains (losses) for derivative contracts designated as cash flow hedges recognized in OCI and the amount reclassified to earnings from AOCI were as follows (in thousands):

																								Three Months Ended June 30,
																		2022
Description of Derivative Contract						Location in Earnings of Reclassified Gain or Loss																		Losses Recognized in OCI						Gains (Losses) Reclassified from AOCI to Earnings
FX derivative contracts						Foreign exchange and other income/(expense)																		$	(1,116)					$	1,238
FX derivative contracts						SG&A																		—						(1,122)
																								$	(1,116)					$	116

												Six Months Ended June 30,
												2023												2022
Description of Derivative Contract						Location in Earnings of Reclassified Gain or Loss						Losses Recognized in OCI						Gains Reclassified from AOCI to Earnings						Losses Recognized in OCI						Gains (Losses) Reclassified from AOCI to Earnings
FX derivative contracts						Foreign exchange and other income/(expense)						$	—					$	—					$	(1,758)					$	1,679
FX derivative contracts						SG&A						—						—						—						(1,510)
Interest rate swap contracts						Interest expense						(433)						533						—						—
												$	(433)					$	533					$	(1,758)					$	169

The Company offsets fair value amounts associated with its derivative instruments on the condensed consolidated balance sheets that are executed with the same counterparty under master netting arrangements. Netting arrangements include a right to set off or net together purchases and sales of similar products in the settlement process.

The following tables present the fair value and the location of derivative contracts reported on the condensed consolidated balance sheets (in thousands):

						Asset Derivatives												Liability Derivatives
June 30, 2023						Balance Sheet Location						Fair Value (1)						Balance Sheet Location						Fair Value (1)
Derivatives Not Designated as Hedging Instruments:
Capped call derivatives						Long-term derivative assets						$	42,034
FX derivative contracts						Prepaid expenses and other current assets						219						Accrued liabilities and other						$	113
Embedded exchange feature																		Long-term derivative liabilities						53,705
Total derivatives not designated as hedging instruments												42,253												53,818
Total derivatives												$	42,253											$	53,818

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Asset Derivatives

Liability Derivatives

December 31, 2022

Balance Sheet Location

Fair Value (1)

Balance Sheet Location

Fair Value (1)

Derivatives Designated as Hedging Instruments:

Interest rate swap contracts

Prepaid expenses and other current assets

$

1,333

Total derivatives designated as hedging instruments

1,333

Derivatives Not Designated as Hedging Instruments:

Capped call derivatives

Long-term derivative assets

54,393

FX derivative contracts

Accrued liabilities and other

$

5,886

Embedded exchange feature

Long-term derivative liabilities

85,675

Total derivatives not designated as hedging instruments

54,393

91,561

Total derivatives

$

55,726

$

91,561

(1)For the classification of inputs used to evaluate the fair value of derivatives, refer to “Note 4. Fair Value Measurements.”

Note 7. Commitments and Contingencies

Saluggia Site Hazardous Substances

LSM, formerly a subsidiary of Sorin, one of the companies that merged into LivaNova PLC in 2015, manages site services for the campus in Saluggia, Italy. In addition to being a former LivaNova manufacturing facility, the Saluggia campus is also the location of manufacturing facilities of third parties, a cafeteria for workers, and storage facilities for hazardous substances and equipment previously used in a nuclear research center, later turned nuclear medicine business, between the 1960s and the late 1990s. Pursuant to authorization from the Italian government, LSM has performed, and continues to perform, ordinary maintenance, secure the facilities, monitor air and water quality and file applicable reports with the competent environmental authorities.

In 2020, LSM received correspondence from ISIN (a sub-body of the Italian Ministry of Economic Development) requesting that, within five years, LSM demonstrate the financial capacity to meet its obligations under Italian law to clean and dismantle any contaminated buildings and equipment as well as to deliver hazardous substances to a national repository. This repository will be built by the Italian government at a location and time yet to be determined. ISIN subsequently published Technical Guide n. 30, which identifies the technical criteria, and general safety and protection requirements for the design, construction, operation and dismantling of temporary storage facilities for the hazardous substances. In January 2021, a list of 67 potential sites for the national repository was published.

Although there is no legal obligation to begin any work or deliver the hazardous substances, as the performance of these obligations is contingent on the construction of the as-yet unbuilt national repository, based on the aforementioned factors, the Company concluded its obligation to clean, dismantle, and deliver any hazardous substances to a national repository is probable and reasonably estimable. The estimated liability as of June 30, 2023 was €34.0 million ($37.1 million), which represented the low end of the estimated range of loss of €34.0 million ($37.1 million) to €43.3 million ($47.3 million) as of June 30, 2023. The estimated liability as of December 31, 2022 was €34.2 million ($36.6 million).

Product Liability Litigation

The Company is currently involved in litigation involving LivaNova’s 3T Heater-Cooler device. The litigation includes the MDL, various U.S. state court cases and cases in jurisdictions outside the U.S. On March 29, 2019, LivaNova announced a settlement framework that provided for a comprehensive resolution of the personal injury cases pending in the MDL, the related class action in federal court, as well as certain cases in state courts across the United States. The agreement, which made no admission of liability, was subject to certain conditions, including acceptance of the settlement by individual claimants and provided for a total payment of up to $225 million to resolve the claims covered by the settlement. Per the agreed-upon terms, the second and final payment of $90 million was paid into a qualified settlement fund in January 2020.

Cases in state courts in the U.S. and in jurisdictions outside the U.S. continue to progress. As of July 26, 2023, the Company was aware of approximately 80 filed and unfiled claims worldwide, with the majority of the claims in various federal or state courts throughout the United States, including some cases removed to the MDL after the settlement described above. This number includes 13 cases in the process of settling. The complaints generally seek damages and other relief based on theories

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of strict liability, negligence, breach of express and implied warranties, failure to warn, design and manufacturing defect, fraudulent and negligent misrepresentation or concealment, unjust enrichment, and violations of various state consumer protection statutes.

During the three and six months ended June 30, 2023, we recorded an additional liability of $10.8 million and $12.2 million, respectively, due to new information received about the nature of certain claims. At June 30, 2023 and December 31, 2022, the provision for these matters was $25.4 million and $32.5 million, respectively. While the amount accrued represents the Company’s best estimate for those filed and unfiled claims that the Company believes are both probable and estimable at this time, and which are a subset of the filed and unfiled claims worldwide of which LivaNova is currently aware, the actual liability for resolution of these matters may vary from the Company’s estimate. The remaining claims for which a provision has not been recorded are remote or the potential loss is not estimable at this time.

Changes in the carrying amount of the litigation provision liability are as follows (in thousands):

Total litigation provision liability at December 31, 2022						$	32,487
Payments						(19,407)
Adjustments (1)						12,150
FX and other						187
Total litigation provision liability at June 30, 2023						25,417
Less current portion of litigation provision liability at June 30, 2023						22,352
Long-term portion of litigation provision liability at June 30, 2023 (2)						$	3,065

(1)Adjustments to the litigation provision are included within other operating expense on the condensed consolidated statements of income.

(2)Included within other long-term liabilities on the condensed consolidated balance sheet.

SNIA Environmental Liability

Sorin was created as a result of a spin-off from SNIA in 2004, and in 2015, Sorin was merged into LivaNova. SNIA subsequently became insolvent, and the Public Administrations sought compensation from SNIA in an aggregate amount of approximately $3.8 billion for remediation costs relating to the environmental damage at chemical sites previously operated by SNIA’s other subsidiaries.

There are proceedings relating to the SNIA bankruptcy to which LivaNova is not a party in the Bankruptcy Court of Udine and the Bankruptcy Court of Milan. In 2011, the Bankruptcy Court of Udine held that the Public Administrations were not creditors of either SNIA or its subsidiaries in connection with their claims in the Italian insolvency proceedings. The Public Administrations appealed. In 2016, the Court of Udine rejected the appeal, and the Public Administrations appealed to the Supreme Court. Similarly, in 2014, the Bankruptcy Court of Milan held that the Public Administrations were not creditors of either SNIA or its subsidiaries. The Public Administrations appealed. In April 2022, Bankruptcy Court of Milan declared the Public Administrations to be a non-privileged creditor of SNIA for up to €454 million, and the Public Administrations appealed to the Supreme Court.

In 2012, SNIA filed a civil action against Sorin in the Civil Court of Milan asserting joint liability of a parent and a spun-off company; the Public Administrations entered voluntarily into the proceeding, asking Sorin, as jointly liable with SNIA, to pay compensation for SNIA’s environmental damages. In 2016, the Court of Milan dismissed all legal actions of SNIA and of the Public Administrations further requiring the Public Administrations to pay Sorin approximately €292,000 (approximately $318,732 as of June 30, 2023) for legal fees. The Public Administrations appealed the 2016 Decision to the Court of Appeal. On March 5, 2019, the Court of Appeal issued a partial decision on the merits declaring Sorin/LivaNova jointly liable with SNIA for SNIA’s environmental liabilities in an amount up to the fair value of the net worth received by Sorin because of the Sorin spin-off, an estimated €572.1 million (approximately $624.5 million as of June 30, 2023). LivaNova appealed the partial decision on liability to the Italian Supreme Court in August 2019.

In 2021, the Court of Appeal delivered the remainder of its decision, ordering LivaNova to pay damages of approximately €453.6 million (approximately $495.1 million as of June 30, 2023). LivaNova appealed the decision on damages in December 2021. On February 21, 2022, the Court of Appeal notified the Company that it granted the Company a suspension with respect to the payment of damages until a decision has been reached on the appeal to the Italian Supreme Court. This suspension was subject to LivaNova providing a first demand bank guarantee of €270.0 million (approximately $294.7 million as of June 30, 2023) within 30 calendar days, and on March 21, 2022, LivaNova delivered the guarantee, thereby satisfying the condition. Refer to “Note 5. Financing Arrangements” for information on the financing of the guarantee.

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In November 2022, in response to one of a number of appeals asserted by LivaNova, the Supreme Court issued an ordinance, a procedural document, whereby the Supreme Court referred a question on interpretation of a European directive on demergers to the ECJ. Specifically, the ordinance asks the ECJ to provide a binding decision as to whether a company resulting from a demerger can be held jointly and severally liable not only for the established liabilities of the demerged company that were articulated at the time of demerger, but also for the environmental liabilities of the demerged company that materialized after the demerger which are derived from actions performed prior to the demerger. Following receipt of the binding decision from the ECJ, the Supreme Court is expected to incorporate and issue a decision in response to all of the appeals of LivaNova and counter-appeals submitted by the Public Administrations. While the timing of the decisions by the ECJ and, subsequently, the Supreme Court are uncertain, the Company believes that the effect of the ordinance will result in a delay of any final decision until at least 2024.

In 2011, Caffaro, a SNIA subsidiary, sold its Brescia chemical business to Caffaro Brescia, a third party belonging to the Todisco group, and as part of the acquisition, Caffaro Brescia agreed to secure hydraulic barriers at the site and maintain existing environmental security measures. In 2020, Caffaro Brescia declared it was withdrawing from its agreement to maintain the environmental measures. In 2021, LivaNova (in addition to Caffaro Brescia, and other non-LivaNova entities) received an Order from the Italian Ministry of the Environment requiring the Company to ensure the maintenance of the environmental measures and to guarantee that such works remain fully operational, the annual management and maintenance for which is estimated at approximately €1 million per year. LivaNova’s receipt of the Order appears to be based on the aforementioned Court of Appeal decision regarding LivaNova’s alleged joint liability with SNIA for SNIA’s environmental liabilities. LivaNova’s response, dated February 16, 2021, disputes the grounds upon which the Order is based. LivaNova also appealed the Order in the Administrative Court in Brescia.

LivaNova has not recognized a liability in connection with these related matters because any potential loss is not currently probable.

Caisson Contract Litigation

On November 25, 2019, LivaNova received notice of a lawsuit initiated by former members of Caisson, a subsidiary of the Company acquired in 2017. The lawsuit, Todd J. Mortier, as Member Representative of the former Members of Caisson Interventional, LLC v. LivaNova USA, Inc., was filed in the United States District Court for the District of Minnesota. The complaint alleged (i) breach of contract, (ii) breach of the covenant of good faith and fair dealing and (iii) unjust enrichment in connection with the Company’s operation of Caisson’s transcatheter mitral valve replacement program and the Company’s November 20, 2019 announcement that it was ending the program at the end of 2019. The lawsuit sought damages arising out of the 2017 acquisition agreement, including various regulatory milestone payments. In May 2022, the District Court granted LivaNova’s motion for summary judgment, and in June 2023, the Eighth Circuit Court of Appeal affirmed the decision. The Company now considers Caisson’s claim against LivaNova to be closed.

Mitral Litigation

On July 29, 2022, LivaNova received a demand letter from Mitral for approximately €20.8 million ($22.7 million as of June 30, 2023) for breach of warranty claims under the A&R Purchase Agreement. Specifically, the claims allege failure to disclose certain information relating to a supplier, thereby allegedly impacting the profitability of Mitral’s business in China and Japan. The Company does not believe that Mitral’s claims will be sustained or that LivaNova is responsible for any alleged breach of warranty. Subject to certain exceptions, warranty claims of this type are contractually capped at €8.0 million ($8.7 million as of June 30, 2023). On March 22, 2023, Mitral served a formal claim on LivaNova in the High Court of Justice Commercial Court (King’s Bench Division) alleging damages flowing from the aforementioned asserted breaches of warranties in the A&R Purchase Agreement. Although the claim is in excess of €20.8 million, Mitral acknowledges the €8.0 million cap. The Company filed its Defense on May 17, 2023. The Company has not recognized a liability related to this matter because any potential loss is not currently probable.

Italian MedTech Payback Measure

As previously disclosed, in 2015, the Italian Parliament introduced rules regarding public contracts with the National Healthcare System for the supply of goods and services. In particular, the law introduced a “payback” measure requiring companies selling medical devices in Italy to repay a percentage of the healthcare expenditures exceeding the regional maximum caps for medical devices. In the intervening years since the rules were first issued, there has been considerable uncertainty about how the law will operate and what the exact timeline is for finalization. In August 2022, a decree was published which provided guidance and timetables for the rule. The current deadline to execute payback payments is July 31, 2023. LivaNova filed an appeal at the Administrative Court against the Decree of the Ministry of Health assessing the amount payable and against the MedTech Payback Guidelines. LivaNova also filed appeals against the regions requesting payments.

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The Company has accrued for the law since 2015 based on market and product information. As of June 30, 2023 and December 31, 2022, the total amount reserved for this matter was $7.4 million and $6.4 million, respectively; however, the actual liability could vary.

Other Matters

Additionally, LivaNova is the subject of various pending or threatened legal actions and proceedings that arise in the ordinary course of LivaNova’s business. These matters are subject to many uncertainties and outcomes that are not predictable and that may not be known for extended periods of time. Since the outcome of these matters cannot be predicted with certainty, the costs associated with them could have a material adverse effect on LivaNova’s consolidated net income, financial position or liquidity.

Note 8. Stockholders' Equity

The tables below present the condensed consolidated statements of stockholders’ equity as of and for the three and six months ended June 30, 2023 and 2022 (in thousands):

						Ordinary Shares						Ordinary Shares - Amount						Additional Paid-In Capital						Treasury Stock						Accumulated Other Comprehensive Loss						Accumulated Deficit						Total Stockholders' Equity (1)
March 31, 2023						53,854						$	82,424					$	2,162,928					$	(319)					$	(41,032)					$	(976,660)					$	1,227,341
Stock-based compensation plans						50						17						6,418						224						—						—						6,659
Net income						—						—						—						—						—						1,155						1,155
Other comprehensive loss						—						—						—						—						5,453						—						5,453
June 30, 2023						53,904						$	82,441					$	2,169,346					$	(95)					$	(35,579)					$	(975,505)					$	1,240,608
March 31, 2022						53,764						$	82,298					$	2,121,098					$	(619)					$	(16,132)					$	(894,791)					$	1,291,854
Stock-based compensation plans						46						61						12,160						222						—						—						12,443
Net income						—						—						—						—						—						16,444						16,444
Other comprehensive loss						—						—						—						—						(38,738)						—						(38,738)
June 30, 2022						53,810						$	82,359					$	2,133,258					$	(397)					$	(54,870)					$	(878,347)					$	1,282,003

						Ordinary Shares						Ordinary Shares - Amount						Additional Paid-In Capital						Treasury Stock						Accumulated Other Comprehensive Loss						Accumulated Deficit						Total Stockholders' Equity (1)
December 31, 2022						53,852						$	82,424					$	2,157,724					$	(375)					$	(48,119)					$	(984,030)					$	1,207,624
Stock-based compensation plans						52						17						11,622						280						—						—						11,919
Net income						—						—						—						—						—						8,525						8,525
Other comprehensive loss						—						—						—						—						12,540						—						12,540
June 30, 2023						53,904						$	82,441					$	2,169,346					$	(95)					$	(35,579)					$	(975,505)					$	1,240,608
December 31, 2021						53,762						$	82,295					$	2,117,961					$	(650)					$	(7,177)					$	(897,784)					$	1,294,645
Stock-based compensation plans						48						64						15,297						253						—						—						15,614
Net income						—						—						—						—						—						19,437						19,437
Other comprehensive loss						—						—						—						—						(47,693)						—						(47,693)
June 30, 2022						53,810						$	82,359					$	2,133,258					$	(397)					$	(54,870)					$	(878,347)					$	1,282,003

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The table below presents the change in each component of AOCI, net of tax, and the reclassifications out of AOCI into net income (loss) for the six months ended June 30, 2023 and 2022 (in thousands):

						Change in Unrealized Gain (Loss) on Derivatives						Foreign Currency Translation Adjustments Gain (Loss) (1)						Total
December 31, 2022						$	966					$	(49,085)					$	(48,119)
Other comprehensive loss before reclassifications, before tax						(433)						13,506						13,073
Tax benefit						—						—						—
Other comprehensive loss before reclassifications, net of tax						(433)						13,506						13,073
Reclassification of gain from accumulated other comprehensive loss, before tax						(533)						—						(533)
Reclassification of tax benefit						—						—						—
Reclassification of gain from accumulated other comprehensive loss, after tax						(533)						—						(533)
Net current-period other comprehensive loss, net of tax						(966)						13,506						12,540
June 30, 2023						$	—					$	(35,579)					$	(35,579)
December 31, 2021						$	(945)					$	(6,232)					$	(7,177)
Other comprehensive loss before reclassifications, before tax						(1,758)						(45,766)						(47,524)
Tax benefit						—						—						—
Other comprehensive loss before reclassifications, net of tax						(1,758)						(45,766)						(47,524)
Reclassification of gain from accumulated other comprehensive loss, before tax						(169)						—						(169)
Reclassification of tax benefit						—						—						—
Reclassification of gain from accumulated other comprehensive loss, after tax						(169)						—						(169)
Net current-period other comprehensive loss, net of tax						(1,927)						(45,766)						(47,693)
June 30, 2022						$	(2,872)					$	(51,998)					$	(54,870)

(1)Taxes are not provided for foreign currency translation adjustments as translation adjustments are related to earnings that are intended to be reinvested in the countries where earned.

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Note 9. Stock-Based Incentive Plans

During the six months ended June 30, 2023, LivaNova issued stock-based compensatory awards with terms approved by the Compensation Committee of LivaNova’s Board of Directors. The awards with service conditions generally vest ratably over four years and are subject to forfeiture unless service conditions are met. The market performance-based awards that were issued cliff vest after three years subject to the rank of LivaNova’s total shareholder return for the three-year period ending December 31, 2025 relative to the total shareholder returns for a peer group of companies. The adjusted free cash flow and return on invested capital operating performance-based awards that were issued, cliff vest after three years subject to the achievement of certain thresholds of cumulative results for the three-year period ending December 31, 2025. Compensation expense related to awards granted during 2023 for the three and six months ended June 30, 2023 was $2.4 million and $2.5 million, respectively.

Stock-based awards may be granted under the 2015 Plan and the 2022 Plan in the form of stock options, SARs, RSUs and other stock-based and cash-based awards. As of June 30, 2023, there were 8,977 shares available for future grants to LivaNova’s Non-Executive Directors under the 2015 Plan and 1,376,623 shares pursuant to Options or Stock Appreciation Rights and 914,340 shares pursuant to other types of awards available for future grants to LivaNova’s employees under the 2022 Plan. In June 2023, the Company’s shareholders approved the A&R 2022 Plan. The A&R 2022 Plan increases the aggregate number of ordinary shares that can be issued under the 2022 Plan pursuant to options or SARs from 1,900,000 to 2,250,000, and the number of ordinary shares that can be issued pursuant to awards other than options or SARs from 1,200,000 to 1,500,000.

Stock-based incentive plan compensation expense is as follows (in thousands):

						Three Months Ended June 30,												Six Months Ended June 30,
						2023						2022						2023						2022
RSUs						$	4,696					$	5,882					$	10,413					$	11,226
SARs						3,706						3,720						6,827						6,658
Market performance-based restricted stock units						(1,560)						1,003						(679)						1,854
Operating performance-based restricted stock units						(1,429)						611						(859)						1,396
Employee share purchase plan						298						293						588						631
Total stock-based compensation expense						$	5,711					$	11,509					$	16,290					$	21,765

Stock-based compensation agreements issued during the six months ended June 30, 2023 representing potential shares and their weighted average grant date fair values by type is as follows (shares in thousands, fair value in dollars):

						Six Months Ended June 30, 2023
						Shares						Weighted Average Grant Date Fair Value
Service-based SARs						974,204						$	19.44
Service-based RSUs						499,301						$	42.79
Market performance-based RSUs						94,561						$	38.95
Operating performance-based RSUs						94,556						$	42.30

Note 10. Income Taxes

LivaNova’s effective income tax rate for the three and six months ended June 30, 2023 was 77.6% and 43.0%, respectively, compared with 13.2% and 20.6% for the three and six months ended June 30, 2022, respectively. LivaNova’s effective income tax rate fluctuates based on, among other factors, changes in pretax income in countries with varying statutory tax rates, valuation allowances, tax credits and incentives and unrecognized tax benefits associated with uncertain tax positions.

LivaNova continually assesses the realizability of its worldwide deferred tax asset and valuation allowance positions, and when the need arises, the Company establishes or releases valuation allowances accordingly.

These increases in the effective tax rate for both the three and six months ended June 30, 2023 compared to the prior year periods were primarily attributable to changes in valuation allowances, year-over-year changes in income before tax in countries with varying statutory tax rates and an audit settlement.

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Note 11. Earnings Per Share

Reconciliation of the shares used in the basic and diluted earnings per share computations for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands):

						Three Months Ended June 30,												Six Months Ended June 30,
						2023						2022						2023						2022
Basic weighted average shares outstanding						53,803						53,506						53,713						53,420
Add effects of share-based compensation instruments (1)						174						574						229						724
Diluted weighted average shares outstanding						53,977						54,080						53,942						54,144

(1)Excluded from the computation of diluted earnings per share were stock options, SARs and restricted share units totaling 3.5 million and 2.2 million for the three months ended June 30, 2023 and 2022, respectively, and 3.4 million and 2.2 million for the six months ended June 30, 2023 and 2022, respectively, because to include them would have been anti-dilutive under the treasury stock method.

Note 12. Geographic and Segment Information

LivaNova identifies operating segments based on how it manages, evaluates and internally reports its business activities to allocate resources, develop and execute its strategy and assess performance. LivaNova has three reportable segments: Cardiopulmonary, Neuromodulation and ACS.

LivaNova’s Cardiopulmonary segment is engaged in the development, production and sale of cardiopulmonary products, including heart-lung machines, oxygenators, autotransfusion systems, perfusion tubing systems, cannulae and other related accessories.

LivaNova’s Neuromodulation segment is engaged in the design, development and marketing of devices that deliver neuromodulation therapy for treating DRE and DTD. Neuromodulation products include the VNS Therapy System, which consists of an implantable pulse generator, a lead that connects the generator to the vagus nerve, and other accessories. It also includes the development and management of clinical testing of LivaNova’s aura6000 System for treating OSA. LivaNova’s Neuromodulation segment also includes costs associated with LivaNova’s former heart failure program, which, as previously disclosed, the Company began to wind down during the first quarter of 2023.

LivaNova’s ACS segment is engaged in the development, production and sale of leading-edge temporary life support products. LivaNova’s ACS products, which comprise the LifeSPARC platform, simplify temporary extracorporeal cardiopulmonary life support solutions for critically ill patients. The LifeSPARC platform includes a common compact console and pump that provides temporary support for emergent rescue patients in a variety of settings. LivaNova’s ACS segment also includes the Hemolung RAS, which was acquired in May 2022 as part of the acquisition of ALung.

Net revenue of the Company’s reportable segments includes revenues from the sale of products that each reportable segment develops and manufactures or distributes. LivaNova defines segment income as operating income before merger and integration expense, restructuring expense, amortization of intangibles as well as other income and expense not allocated to segments. Other income and expense not allocated to segments primarily includes rental income and SG&A expenses for finance, legal, human resources, information technology and corporate business development.

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LivaNova operates under three geographic regions: U.S., Europe, and Rest of World. The table below presents net revenue by operating segment and geographic region (in thousands):

						Three Months Ended June 30,												Six Months Ended June 30,
						2023						2022						2023						2022
Cardiopulmonary
United States						$	46,711					$	37,865					$	82,825					$	75,961
Europe (1)						39,169						33,159						75,452						65,226
Rest of World						64,723						54,796						124,398						101,708
						150,603						125,820						282,675						242,895
Neuromodulation
United States						104,065						91,431						198,554						178,641
Europe (1)						15,125						13,710						28,405						26,166
Rest of World						13,991						12,654						26,945						23,215
						133,181						117,795						253,904						228,022
Advanced Circulatory Support
United States						9,197						8,790						18,861						19,753
Europe (1)						165						503						245						1,106
Rest of World						55						59						153						176
						9,417						9,352						19,259						21,035
Other Revenue (2)
United States						—						—						—						—
Europe (1)						—						—						—						—
Rest of World						681						1,184						1,462						2,374
						681						1,184						1,462						2,374
Totals
United States						159,973						138,086						300,240						274,355
Europe (1)						54,459						47,372						104,102						92,498
Rest of World						79,450						68,693						152,958						127,473
Total (3)						$	293,882					$	254,151					$	557,300					$	494,326

(1)Includes countries in Europe where the Company has a direct sales presence. Countries where sales are made through distributors are included in “Rest of World.”

(2)Other revenue primarily includes rental income not allocated to segments.

(3)No single customer represented over 10% of the Company’s consolidated net revenue. No country’s net revenue exceeded 10% of the Company’s consolidated revenue except for the U.S.

---

The table below presents a reconciliation of segment income to consolidated income before tax (in thousands):

						Three Months Ended June 30,												Six Months Ended June 30,
						2023						2022						2023						2022
Cardiopulmonary						$	11,381					$	3,644					$	18,965					$	10,539
Neuromodulation						38,148						51,360						65,154						88,838
Advanced Circulatory Support						(4,750)						3,485						(11,199)						(1,953)
Segment income						44,779						58,489						72,920						97,424
Other income/(expense) (1)						(27,403)						(26,733)						(57,886)						(56,163)
Operating income						17,376						31,756						15,034						41,261
Interest expense						(14,809)						(14,388)						(28,246)						(22,228)
Foreign exchange and other income/(expense)						2,713						1,633						28,260						5,537
Income before tax						$	5,280					$	19,001					$	15,048					$	24,570

(1)Other income/(expense) primarily includes rental income, SG&A expenses for finance, legal, human resources, information technology and corporate business development, as well as amortization of intangible assets, merger and integration expense and restructuring expense.

Assets by segment are as follows (in thousands):

						June 30, 2023						December 31, 2022
Cardiopulmonary						$	909,837					$	874,143
Neuromodulation						642,041						646,633
Advanced Circulatory Support						116,229						121,454
Other assets (1)						673,448						652,543
Total						$	2,341,555					$	2,294,773

(1)Other assets primarily includes corporate assets not allocated to segments.

Capital expenditures by segment are as follows (in thousands):

						Three Months Ended June 30,												Six Months Ended June 30,
						2023						2022						2023						2022
Cardiopulmonary						$	2,543					$	3,213					$	7,341					$	5,042
Neuromodulation						133						46						492						130
Advanced Circulatory Support						708						—						845						684
Other capital expenditures (1)						2,671						2,604						5,228						5,587
Total						$	6,055					$	5,863					$	13,906					$	11,443

(1)Other capital expenditures primarily includes corporate capital expenditures not allocated to segments.

The changes in the carrying amount of goodwill by segment for the six months ended June 30, 2023 were as follows (in thousands):

						Cardiopulmonary						Neuromodulation						Total
December 31, 2022						$	370,033					$	398,754					$	768,787
Foreign currency adjustments						10,425						—						10,425
June 30, 2023						$	380,458					$	398,754					$	779,212

---

Property, plant and equipment, net by geography are as follows (in thousands):

						June 30, 2023						December 31, 2022
United States						$	66,360					$	63,458
Europe						79,102						79,654
Rest of World						4,106						4,075
Total						$	149,568					$	147,187

Note 13. Supplemental Financial Information

Inventories consisted of the following (in thousands):

						June 30, 2023						December 31, 2022
Raw materials						$	86,929					$	70,027
Work-in-process						18,521						15,508
Finished goods						50,996						43,844
						$	156,446					$	129,379

As of June 30, 2023 and December 31, 2022, inventories included adjustments totaling $11.2 million and $8.2 million, respectively, to record balances at lower of cost or net realizable value.

Accrued liabilities and other consisted of the following (in thousands):

						June 30, 2023						December 31, 2022
Legal and professional costs						$	12,071					$	8,653
Contract liabilities						11,042						10,226
Operating lease liabilities						9,851						9,379
Interest payable						7,493						—
Research and development costs						6,043						7,020
Italian medical device payback law						7,401						6,414
Royalty accrual						4,362						3,950
Provisions for agents, returns and other						4,432						1,678
Current derivative liabilities						113						5,886
Restructuring liabilities						904						2,045
Other accrued expenses						18,326						26,230
						$	82,038					$	81,481

As of June 30, 2023 and December 31, 2022, contract liabilities totaling $15.6 million and $14.1 million, respectively, were included within accrued liabilities and other long-term liabilities on the condensed consolidated balance sheets.

The table below presents the items included within “Foreign exchange and other income/(expense)” on the condensed consolidated statements of income (in thousands):

						Three Months Ended June 30,												Six Months Ended June 30,
						2023						2022						2023						2022
Exchangeable Notes fair value adjustment (1)						$	(12,420)					$	36,570					$	31,970					$	47,610
Capped call fair value adjustment (1)						11,020						(35,109)						(12,359)						(45,021)
Foreign exchange rate fluctuations						(1,230)						341						(1,008)						3,132
Interest income						5,528						57						10,064						77
Other						(185)						(226)						(407)						(261)
Foreign exchange and other income/(expense)						$	2,713					$	1,633					$	28,260					$	5,537

(1)Refer to “Note 4. Fair Value Measurements”

---

The table below presents a reconciliation of cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets that sum to the total of the amounts shown on the condensed consolidated statement of cash flows (in thousands):

																		June 30, 2023						December 31, 2022
Cash and cash equivalents																		$	222,935					$	214,172
Restricted cash (1)																		311,425						301,446
Cash, cash equivalents and restricted cash																		$	534,360					$	515,618

(1)Restricted cash represents funds held as collateral for the SNIA Litigation Guarantee. Refer to “Note 7. Commitments and Contingencies.”

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v3.23.2

Cover Page - shares	6 Months Ended
	Jun. 30, 2023	Jul. 21, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-37599
Entity Registrant Name	LivaNova PLC
Entity Incorporation, State or Country Code	X0
Entity Tax Identification Number	98-1268150
Entity Address, Address Line One	20 Eastbourne Terrace
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	W2 6LG
Country Region	44
City Area Code	0
Local Phone Number	203 325-0660
Title of 12(b) Security	Ordinary Shares - £1.00 par value per share
Trading Symbol	LIVN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		53,882,976
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001639691

v3.23.2

Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Net revenue	$ 293,882	$ 254,151	$ 557,300	$ 494,326
Cost of sales	88,685	69,801	178,020	141,533
Gross profit	205,197	184,350	379,280	352,793
Operating expenses:
Selling, general and administrative	125,872	116,482	250,001	235,007
Research and development	51,124	34,229	101,110	75,147
Other operating expense	10,825	1,883	13,135	1,378
Operating income	17,376	31,756	15,034	41,261
Interest expense	(14,809)	(14,388)	(28,246)	(22,228)
Foreign exchange and other income/(expense)	2,713	1,633	28,260	5,537
Income before tax	5,280	19,001	15,048	24,570
Income tax expense	4,097	2,515	6,468	5,052
Losses from equity method investments	(28)	(42)	(55)	(81)
Net income	$ 1,155	$ 16,444	$ 8,525	$ 19,437
Basic income per share (in dollars per share)	$ 0.02	$ 0.31	$ 0.16	$ 0.36
Diluted income per share (in dollars per share)	$ 0.02	$ 0.30	$ 0.16	$ 0.36
Shares used in computing basic income per share (in shares)	53,803	53,506	53,713	53,420
Shares used in computing diluted income per share (in shares)	53,977	54,080	53,942	54,144

v3.23.2

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 1,155	$ 16,444	$ 8,525	$ 19,437
Other comprehensive income (loss):
Net change in unrealized loss on derivatives	0	(1,232)	(966)	(1,927)
Tax effect	0	0	0	0
Net of tax	0	(1,232)	(966)	(1,927)
Foreign currency translation adjustment	5,453	(37,506)	13,506	(45,766)
Total other comprehensive income (loss)	5,453	(38,738)	12,540	(47,693)
Total comprehensive income (loss)	$ 6,608	$ (22,294)	$ 21,065	$ (28,256)

v3.23.2

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 222,935	$ 214,172
Restricted cash	311,425	301,446
Accounts receivable, net of allowance of $11,610 at June 30, 2023 and $11,862 at December 31, 2022	185,881	183,110
Inventories	156,446	129,379
Prepaid and refundable taxes	26,302	31,708
Prepaid expenses and other current assets	38,846	26,321
Total Current Assets	941,835	886,136
Property, plant and equipment, net	149,568	147,187
Goodwill	779,212	768,787
Intangible assets, net	357,420	368,559
Operating lease assets	34,169	35,830
Investments	21,726	16,266
Deferred tax assets	2,113	1,384
Long-term derivative assets	42,034	54,393
Other assets	13,478	16,231
Total Assets	2,341,555	2,294,773
Current Liabilities:
Current debt obligations	19,074	23,434
Accounts payable	78,212	74,310
Accrued liabilities and other	82,038	81,481
Current litigation provision liability	22,352	29,481
Taxes payable	19,842	16,505
Accrued employee compensation and related benefits	66,646	72,187
Total Current Liabilities	288,164	297,398
Long-term debt obligations	567,951	518,067
Contingent consideration	92,626	85,292
Deferred tax liabilities	8,924	8,516
Long-term operating lease liabilities	27,229	29,548
Long-term employee compensation and related benefits	16,720	16,804
Long-term derivative liabilities	53,705	85,675
Other long-term liabilities	45,628	45,849
Total Liabilities	1,100,947	1,087,149
Commitments and contingencies (Note 7)
Stockholders’ Equity:
Ordinary Shares, £1.00 par value: unlimited shares authorized; 53,903,564 shares issued and 53,830,387 shares outstanding at June 30, 2023; 53,851,979 shares issued and 53,564,664 shares outstanding at December 31, 2022	82,441	82,424
Additional paid-in capital	2,169,346	2,157,724
Accumulated other comprehensive loss	(35,579)	(48,119)
Accumulated deficit	(975,505)	(984,030)
Treasury stock at cost, 73,177 ordinary shares at June 30, 2023; 287,315 ordinary shares at December 31, 2022	(95)	(375)
Total Stockholders’ Equity	1,240,608	1,207,624
Total Liabilities and Stockholders’ Equity	$ 2,341,555	$ 2,294,773

v3.23.2

Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands	Jun. 30, 2023 USD ($) shares	Jun. 30, 2023 £ / shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2022 £ / shares
Statement of Financial Position [Abstract]
Allowance for doubtful accounts | $	$ 11,610		$ 11,862
Ordinary shares, par value (in pounds per share) | £ / shares		£ 1.00		£ 1.00
Ordinary shares issued (in shares)	53,903,564		53,851,979
Ordinary shares outstanding (in shares)	53,830,387		53,564,664
Treasury stock (in shares)	73,177		287,315

v3.23.2

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating Activities:
Net income	$ 8,525	$ 19,437
Adjustments to reconcile net income to net cash provided by operating activities:
Remeasurement of derivative instruments	(25,332)	(5,098)
Stock-based compensation	16,290	21,765
Amortization	12,747	12,917
Depreciation	12,040	11,096
Amortization of debt issuance costs	9,535	11,721
Remeasurement of contingent consideration to fair value	7,334	(27,359)
Amortization of operating lease assets	5,107	4,939
Other	198	1,987
Changes in operating assets and liabilities:
Accounts receivable, net	(707)	(875)
Inventories	(25,439)	(16,461)
Other current and non-current assets	(8,321)	2,846
Accounts payable and accrued current and non-current liabilities	(4,638)	(19,387)
Taxes payable	2,738	116
Litigation provision liability	(7,257)	(2,064)
Net cash provided by operating activities	2,820	15,580
Investing Activities:
Purchases of property, plant and equipment	(13,344)	(11,342)
Purchase of investments	(5,409)	(781)
Acquisition, net of cash acquired	0	(8,857)
Other	614	(650)
Net cash used in investing activities	(18,139)	(21,630)
Financing Activities:
Proceeds from long-term debt obligations	50,000	218,342
Repayment of long-term debt obligations	(11,808)	(784)
Shares repurchased from employees for minimum tax withholding	(5,841)	(8,223)
Repayments of short-term borrowings (maturities greater than 90 days)	(1,974)	0
Proceeds from share issuances under ESPP	589	1,788
Payment of debt issuance costs	0	(2,861)
Other	(187)	295
Net cash provided by financing activities	30,779	208,557
Effect of exchange rate changes on cash, cash equivalents and restricted cash	3,282	(3,730)
Net increase in cash, cash equivalents and restricted cash	18,742	198,777
Cash, cash equivalents and restricted cash at beginning of period	515,618	207,992
Cash, cash equivalents and restricted cash at end of period	$ 534,360	$ 406,769

v3.23.2

Unaudited Condensed Consolidated Financial Statements	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Unaudited Condensed Consolidated Financial Statements	Note 1. Unaudited Condensed Consolidated Financial Statements Basis of Presentation The accompanying condensed consolidated financial statements of LivaNova as of, and for the three and six months ended June 30, 2023 and 2022, have been prepared in accordance with U.S. GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The accompanying condensed consolidated balance sheet of LivaNova at December 31, 2022 has been derived from audited financial statements contained in LivaNova’s 2022 Form 10-K but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments considered necessary for a fair statement of the operating results of LivaNova and its subsidiaries for the three and six months ended June 30, 2023 and are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The financial information presented herein should be read in conjunction with the audited consolidated financial statements and notes thereto accompanying LivaNova’s 2022 Form 10-K. Macroeconomic Environment The current macroeconomic environment, including foreign exchange volatility, supply chain challenges, inflationary pressures, and geopolitical instability, has impacted and may continue to impact LivaNova’s business. LivaNova’s net revenue and profitability have been negatively affected by the unfavorable foreign currency exchange impact of the strengthened USD against a number of currencies. Furthermore, LivaNova continues to experience supply chain delays and interruptions, labor shortages, inflationary pressures and logistical issues. Though, to date, the Company’s supply of raw materials and the production and distribution of finished products have not been materially affected, demand and low capacity worldwide have caused longer lead times and put price pressure on key raw materials. Moreover, freight and labor costs at LivaNova’s manufacturing facilities have increased substantially in the wake of inflation globally. The Company continues to respond to such challenges, and while LivaNova has business continuity plans in place, the impact of the ongoing challenges the Company is navigating, along with their potential escalation, may adversely affect its business. In February 2022, Russia launched an invasion in Ukraine, which caused the Company to assess its ability to sell in the market due to international sanctions, consider the potential impact of raw material sourced from the region, and determine whether LivaNova is able to transact in a compliant fashion. Although business across Russia, Ukraine and Belarus represented 1% of LivaNova’s total net revenue for 2022, the invasion of Ukraine has increased economic uncertainties, and a significant escalation or continuation of the conflict could have a material, global impact on the Company’s operating results. Reclassifications The Company has reclassified certain prior period amounts on the condensed consolidated balance sheets for comparative purposes. These reclassifications did not have a material effect on LivaNova’s financial condition. Significant Accounting Policies LivaNova’s significant accounting policies are detailed below and in “Note 2. Basis of Presentation, Use of Accounting Estimates and Significant Accounting Policies” and “Note 3. Revenue Recognition” of LivaNova’s 2022 Form 10-K.

v3.23.2

Business Combinations	6 Months Ended
	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Business Combinations	Note 2. Business Combinations As of December 31, 2021, LivaNova owned a 3% investment in ALung, a privately held medical device company focused on creating advanced medical devices for treating respiratory failure. On May 2, 2022, LivaNova acquired the remaining 97% of equity interests in ALung for a purchase price of up to $110.0 million, consisting of $10.0 million paid at closing, subject to customary adjustments, and contingent consideration of up to $100.0 million payable upon achievement of certain sales-based milestones beginning in 2023 and ending in 2027. Total consideration included approximately $5.5 million of non-cash consideration. The following table presents the acquisition date fair value of the consideration transferred and the fair value of LivaNova’s interest in ALung prior to the acquisition, including certain measurement period adjustments (in thousands): 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  (1)During the third quarter of 2022, measurement period adjustments were recorded based on information obtained about facts and circumstances that existed as of the acquisition date. The purchase price allocation at fair value for the ALung acquisition was finalized during the second quarter of 2023 and is presented in the following table, which includes certain measurement period adjustments (in thousands): 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  (1)During the third quarter of 2022, measurement period adjustments were recorded based on information obtained about facts and circumstances that existed as of the acquisition date. Goodwill arising from the ALung acquisition, which is not deductible for tax purposes, primarily represents the synergies anticipated between ALung and the Company’s ACS business. The assets acquired, including goodwill, are recognized in LivaNova’s ACS segment. The goodwill for the ACS reporting unit was fully impaired during the third quarter of 2022. The Company’s condensed consolidated financial statements include the operating results of ALung from the acquisition date. Separate post-acquisition operating results and pro forma financial information for this acquisition have not been presented as the effect was not material for disclosure purposes. The contingent consideration payments are triggered upon the achievement of thresholds associated with sales of products covered by the purchase agreement and are estimated to occur during the years reflected in the table below. The sales-based earnout was valued using projected sales from the Company’s internal strategic plan and is a Level 3 fair value measurement, which includes the following significant unobservable inputs (in thousands): ALung Acquisition Fair value at May 2, 2022 Valuation Technique Unobservable Input Ranges Sales-based earnout $ 16,791  Monte Carlo simulation Risk-adjusted discount rate 7.0% - 8.4% Credit risk discount rate 6.4% - 8.0% Revenue volatility 25.7% Projected years of earnout 2023 - 2027 For a reconciliation of the beginning and ending balance of contingent consideration liabilities, refer to “Note 4. Fair Value Measurements.”

v3.23.2

Divestiture of Heart Valve Business	6 Months Ended
	Jun. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
Divestiture of Heart Valve Business	Note 3. Divestiture of Heart Valve Business On December 2, 2020, LivaNova entered into a Purchase Agreement with Mitral, a company incorporated under the laws of Luxembourg and wholly owned and controlled by funds advised by Gyrus Capital S.A., a Swiss private equity firm. The Purchase Agreement provided for the divestiture of certain of LivaNova’s subsidiaries as well as certain other assets and liabilities relating to the Company’s Heart Valve business and site management operations conducted by the Company’s subsidiary LSM at the Company’s Saluggia campus for $64.1 million. On April 9, 2021, LivaNova and Mitral entered into an Amended & Restated Purchase Agreement to, among other things, defer the closing of the sale and purchase of LSM by up to two years and include or amend certain additional terms relating to such deferral, including certain amendments relating to the potential hazardous substances liabilities of LSM and the related expense reimbursement provisions. On April 9, 2023, Mitral provided notice to LivaNova, consistent with the terms of the Amended & Restated Purchase Agreement, that they would not exercise their right to purchase LSM.

v3.23.2

Fair Value Measurements	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 4. Fair Value Measurements The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. There were no transfers between Level 1, Level 2, or Level 3 during the six months ended June 30, 2023 and 2022. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value as of June 30, 2023 Fair Value Measurements Using Inputs Considered as: Level 1 Level 2 Level 3 Assets: Derivative assets - freestanding instruments (FX) $ 219  $ —  $ 219  $ —  Derivative assets - capped call derivatives 42,034  —  —  42,034  Convertible notes receivable 275  —  —  275  $ 42,528  $ —  $ 219  $ 42,309  Liabilities: Derivative liabilities - freestanding instruments (FX) $ 113  $ —  $ 113  $ —  Derivative liabilities - embedded exchange feature 53,705  —  —  53,705  Contingent consideration arrangements 92,626  —  —  92,626  $ 146,444  $ —  $ 113  $ 146,331  Fair Value as of December 31, 2022 Fair Value Measurements Using Inputs Considered as: Level 1 Level 2 Level 3 Assets: Derivative assets - designated as cash flow hedges (interest rate swap) $ 1,333  $ —  $ 1,333  $ —  Derivative assets - capped call derivatives 54,393  —  —  54,393  Convertible notes receivable 285  —  —  285  $ 56,011  $ —  $ 1,333  $ 54,678  Liabilities: Derivative liabilities - freestanding instruments (FX) $ 5,886  $ —  $ 5,886  $ —  Derivative liabilities - embedded exchange feature 85,675  —  —  85,675  Contingent consideration arrangements 85,292  —  —  85,292  $ 176,853  $ —  $ 5,886  $ 170,967  The following table provides a reconciliation of the beginning and ending balances of recurring fair value measurements using significant unobservable inputs (Level 3) (in thousands): Capped Call Derivative Asset Convertible Notes Receivable Embedded Exchange Feature Derivative Liability Contingent Consideration Liability Arrangements As of December 31, 2022 - long-term $ 54,393  $ 285  $ 85,675  $ 85,292  Changes in fair value (12,359) (10) (31,970) 7,334  Total at June 30, 2023 - long-term $ 42,034  $ 275  $ 53,705  $ 92,626  Embedded Exchange Feature and Capped Call Derivatives In June 2020, the Company issued $287.5 million in cash exchangeable senior notes and entered into related capped call transactions. The cash exchangeable senior notes include an embedded exchange feature that is bifurcated from the cash exchangeable senior notes. Please refer to “Note 5. Financing Arrangements” for further details. The embedded exchange feature derivative is measured at fair value using a binomial lattice model and discounted cash flows that utilize observable and unobservable market data. The capped call derivative is measured at fair value using the Black-Scholes model utilizing observable and unobservable market data, including stock price, remaining contractual term, expected volatility, risk-free interest rate and expected dividend yield, as applicable. The embedded exchange feature and capped call derivatives are classified as Level 3 as the Company uses historical volatility and implied volatility from options traded to determine expected stock price volatility, an unobservable input that is significant to the valuation. In general, an increase in LivaNova’s stock price or stock price volatility would increase the fair value of the embedded exchange feature and capped call derivatives which would result in an increase in expense. As time to the expiration of the derivatives decreases, the fair value of the derivatives would decrease. The future impact on net income depends on how significant inputs such as stock price, stock price volatility and time to the expiration of the derivatives change in relation to other inputs. Changes in the fair value of the embedded exchange feature derivative and capped call derivatives are recognized in foreign exchange and other income/(expense) in the condensed consolidated statements of income. The fair value of the embedded exchange feature derivative liability and the capped call derivative assets was $53.7 million and $42.0 million, respectively, as of June 30, 2023, and the stock price volatility was 36%. As of June 30, 2023, a 10% lower volatility, holding other inputs constant, would reduce the fair value for the embedded exchange feature derivative liability by $13.8 million, and a 10% higher volatility, holding other inputs constant, would increase the fair value by $14.4 million. As of June 30, 2023, a 10% lower volatility, holding other inputs constant, would reduce the fair value for the capped call derivatives by $9.2 million, and a 10% higher volatility, holding other inputs constant, would increase the fair value by $4.0 million. Contingent Consideration Arrangements The following table provides the fair value of Level 3 contingent consideration arrangements by acquisition (in thousands): June 30, 2023 December 31, 2022 ImThera $ 74,941  $ 69,389  ALung 17,685  15,903  $ 92,626  $ 85,292  The ImThera business combination involved contingent consideration arrangements composed of potential cash payments upon the achievement of a certain regulatory milestone and a sales-based earnout associated with sales of products. The sales-based earnouts are valued using projected sales from LivaNova’s internal strategic plan. These arrangements are Level 3 fair value measurements and include the following significant unobservable inputs as of June 30, 2023: ImThera Acquisition Valuation Technique Unobservable Input Inputs Regulatory milestone-based payment Discounted cash flow Discount rate 9.7% Probability of payment 85% Projected payment year 2025 Sales-based earnout Monte Carlo simulation Risk-adjusted discount rate 14.4% - 15.0% Credit risk discount rate 10.0% - 10.5% Revenue volatility 32.5% Probability of payment 85% Projected years of earnout 2026 - 2029 The ALung business combination involved a contingent consideration arrangement composed of potential cash payments upon the achievement of certain sales-based thresholds associated with sales of products. The arrangement is a Level 3 fair value measurement and includes the following significant unobservable inputs as of June 30, 2023: ALung Acquisition Valuation Technique Unobservable Input Inputs Sales-based earnout Monte Carlo simulation Risk-adjusted discount rate 10.0% - 11.0% Credit risk discount rate 9.5% - 10.2% Revenue volatility 32.8% Projected years of earnout 2023 - 2027

v3.23.2

Financing Arrangements	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Financing Arrangements	Note 5. Financing Arrangements The outstanding principal amount of long-term debt as of June 30, 2023 and December 31, 2022 was as follows (in thousands, except interest rates): June 30, 2023 December 31, 2022 Maturity Interest Rate Term Facilities $ 336,316  $ 289,294  July 2027 8.54% 2020 Cash Exchangeable Senior Notes 247,236  239,568  December 2025 3.00% Bank of America Merrill Lynch Banco Múltiplo S.A. —  6,462  N/A N/A Mediocredito Italiano 819  1,601  December 2023 0.50% - 6.00% Bank of America, U.S. 1,500  1,500  January 2025 8.31% Other 524  534  Total long-term facilities 586,395  538,959  Less current portion of long-term debt 18,444  20,892  Total long-term debt obligations $ 567,951  $ 518,067  Revolving Credit The outstanding principal amount of LivaNova’s short-term unsecured revolving credit agreements and other agreements with various banks was $0.6 million and $2.5 million as of June 30, 2023 and December 31, 2022, respectively, with an interest rate of 4.24% and loan terms ranging from overnight to 364 days as of June 30, 2023. On August 13, 2021, LivaNova PLC and its wholly-owned subsidiary, LivaNova USA as borrower, entered into a First Lien Credit Agreement with the lenders and issuing banks party thereto and Goldman Sachs Bank USA, as First Lien Administrative Agent and First Lien Collateral Agent, relating to a $125 million senior secured multi-currency revolving credit facility to be made available to the borrower, referred to as the 2021 First Lien Credit Agreement. The 2021 First Lien Credit Agreement, as amended from time to time, expires on August 13, 2026, and bears interest at a rate equal to, for USD-denominated loans, an adjusted SOFR with a floor of 0.00%, or a Base Rate, plus, in each case, a variable margin based on the Company’s Total Net Leverage Ratio, as defined in the agreement. Interest is paid monthly or quarterly, as selected by the borrower, with any outstanding principal due at maturity. The 2021 First Lien Credit Agreement also contemplates the payment of commitment fees on the unused portion of the commitments, at a variable percentage based on the Company’s Total Net Leverage Ratio. As of June 30, 2023 and December 31, 2022, the applicable commitment fee percentage was 0.5% per annum. The 2021 First Lien Credit Agreement is available for working capital and other general corporate purposes and, if drawn, can be repaid at any time without premium or penalty. As of June 30, 2023, the Company was in compliance with the financial covenants contained in its 2021 First Lien Credit Agreement. There were no outstanding borrowings under the 2021 First Lien Credit Agreement’s $125 million revolving credit facility as of June 30, 2023 and December 31, 2022. Bridge Loan Facility On February 24, 2022, LivaNova PLC and its wholly-owned subsidiary, LivaNova USA entered into the €200 million Bridge Loan Facility. On March 16, 2022, LivaNova entered into Amendment No. 2 to the 2021 First Lien Credit Agreement, which converted the available borrowings under the Bridge Loan Facility from €200 million to $220 million and converted the EURIBOR rate in the 2021 First Lien Credit Agreement to SOFR. LivaNova delivered a borrowing notice for $220 million in connection with the Bridge Loan Facility, which was funded on March 17, 2022. On March 18, 2022, LivaNova PLC, acting through its Italian branch, entered into an Indemnity Letter and an Account Pledge Agreement with Barclays, further to which Barclays issued the SNIA Litigation Guarantee. As security for the SNIA Litigation Guarantee, LivaNova is required to grant cash collateral to Barclays in USD in an amount equal to the USD equivalent of 105% of the amount of the SNIA Litigation Guarantee calibrated on a biweekly basis. The proceeds of the Bridge Loan Facility were used by LivaNova to post a portion of the cash collateral supporting the SNIA Litigation Guarantee. Cash collateral classified as restricted cash on the condensed consolidated balance sheet was $311.4 million and $301.4 million as of June 30, 2023 and December 31, 2022, respectively. For additional information regarding the SNIA litigation, please refer to “Note 7. Commitments and Contingencies.” Debt discounts and issuance costs related to the Bridge Loan Facility were approximately $4.5 million. Amortization of debt discount and issuance costs for the Bridge Loan Facility was $3.6 million and $4.5 million for the three and six months ended June 30, 2022, respectively, and is included in interest expense on the condensed consolidated statement of income. The Bridge Loan Facility was repaid in full on July 6, 2022. Term Facilities On July 6, 2022, LivaNova and its wholly-owned subsidiary, LivaNova USA, entered into Incremental Facility Amendment No. 2. Incremental Facility Amendment No. 2 provides for LivaNova USA to, among other things, obtain commitments for term loan facilities from a syndicate of lenders in an aggregate principal amount of $350 million consisting of (i) the Initial Term Facility with an aggregate principal amount of $300 million and (ii) the Delayed Draw Term Facility with an additional aggregate principal amount of $50 million. On April 6, 2023, LivaNova drew $50 million under the Delayed Draw Term Facility for general corporate purposes. Proceeds from the Initial Term Facility were used to repay in full the Bridge Loan Facility on July 6, 2022, with the remainder used for general corporate purposes of the Company. The Term Facilities have a maturity of the earlier of (i) five years or (ii) 91 days prior to December 15, 2025, the maturity date of the 2020 Cash Exchangeable Senior Notes, unless by that date LivaNova USA will have either redeemed or refinanced the Notes, or set aside an amount of cash equal to the then-outstanding principal amount of the Notes. The Term Facilities bear interest at a rate equal to an adjusted term SOFR plus a variable margin based on the Company’s consolidated total net leverage ratio. As of June 30, 2023, the applicable margin over Adjusted SOFR was equal to 3.50% per annum. The Term Facilities are subject to an original issue discount of 1.5% of their principal amount. The Term Facilities are subject to quarterly principal repayment, based on the following amortization schedule: (i) during the first year from the initial funding date: 1.9%; (ii) year two: 5.0%; (ii) year three: 5.0%; (iv) year four: 7.5%; and (v) year five: 10.0%, with the remainder to be paid at maturity. The effective interest rate of the Term Facilities at June 30, 2023 was 6.53%. The 2021 First Lien Credit Agreement, as amended, contains customary representations, warranties and covenants, including the requirement to maintain a Senior Secured First Lien Net Leverage Ratio, calculated as the ratio of Consolidated Senior Secured First Lien Net Indebtedness to Consolidated EBITDA, as defined in the credit agreement, for the period of four consecutive fiscal quarters ended on the calculation date, of not more than 3.50 to 1.00 and an Interest Coverage Ratio, calculated as the ratio of Consolidated EBITDA to Consolidated Interest Expense, as defined in the credit agreement, for the period of four consecutive fiscal quarters ended on the calculation date, of not less than 3.00 to 1.00. As of June 30, 2023, the Company was in compliance with the financial covenants contained in the 2021 First Lien Credit Agreement. Debt discounts and issuance costs related to the Initial Term Facility were approximately $9.6 million. Amortization of debt discount and issuance costs for the Initial Term Facility was $0.5 million and $1.0 million for the three and six months ended June 30, 2023, respectively, and is included in interest expense on the condensed consolidated statement of income. The unamortized discount and issuance costs related to the Initial Term Facility as of June 30, 2023 and December 31, 2022 were $7.7 million and $8.7 million, respectively. Issuance costs related to the Delayed Draw Term Facility were approximately $1.6 million. Amortization of issuance costs for the Delayed Draw Term Facility was nil and $0.5 million for the three and six months ended June 30, 2023, respectively, and is included in interest expense on the condensed consolidated statement of income. The issuance costs related to the Delayed Draw Term Facility were fully amortized as of June 30, 2023. 2020 Cash Exchangeable Senior Notes On June 17, 2020, LivaNova’s wholly-owned subsidiary, LivaNova USA, issued $287.5 million aggregate principal amount of 3.00% Notes by private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The sale of the Notes resulted in approximately $278.0 million in net proceeds to the Company after deducting issuance costs. Interest is payable semiannually in arrears on June 15 and December 15 of each year. The effective interest rate of the Notes at June 30, 2023 was 9.95%. The Notes mature on December 15, 2025 unless earlier exchanged, repurchased, or redeemed. Debt discounts and issuance costs related to the Notes were approximately $82.0 million and included $75.0 million of discount attributable to the embedded exchange feature, discussed below, and $7.0 million of allocated issuance costs to the Notes related to legal, bank and accounting fees. Amortization of debt discount and issuance costs for the Notes was $3.9 million and $7.7 million for the three and six months ended June 30, 2023, respectively, and $3.5 million and $6.9 million for the three and six months ended June 30, 2022, respectively, and is included in interest expense on the condensed consolidated statement of income. The unamortized discount related to the Notes as of June 30, 2023 and December 31, 2022 was $40.3 million and $47.9 million, respectively. Holders of the Notes are entitled to exchange the Notes at any time during specified periods, at their option. This includes the right to exchange the Notes during any calendar quarter, if the last reported sale price of LivaNova’s ordinary shares, with a nominal value of £1.00 per share, is greater than or equal to 130% of the exchange price, or $79.27 per share for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter. The exchange condition was not satisfied during the quarterly period ending June 30, 2023. As a result, the Company has included its obligations from the Notes and the associated embedded exchange feature derivative as a long-term liability on the condensed consolidated balance sheet as of June 30, 2023. The Notes are exchangeable solely into cash and are not exchangeable into ordinary shares of LivaNova or any other security under any circumstances. The initial exchange rate for the Notes is 16.3980 ordinary shares per $1,000 principal amount of Notes (equivalent to an initial exchange price of approximately $60.98 per share). The exchange rate is subject to adjustment in certain circumstances, as set forth in the indenture governing the Notes. The Company may redeem the Notes at its option, on or after June 20, 2023 and prior to the 51st scheduled trading day immediately preceding the maturity date, in whole or in part, if the last reported sale price per ordinary share has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Additionally, the Company may redeem the Notes at its option, prior to their stated maturity, in whole but not in part, in connection with certain tax-related events. Embedded Exchange Feature The embedded exchange feature of the Notes requires bifurcation from the Notes and is accounted for as a derivative liability. The fair value of the Notes’ embedded exchange feature derivative at the time of issuance was $75.0 million and was recorded as debt discount on the Notes. This discount is amortized as interest expense using the effective interest method over the term of the Notes. The Notes’ embedded exchange feature derivative is carried on the condensed consolidated balance sheets at its estimated fair value and is adjusted at the end of each reporting period, with the unrealized gain or loss reflected within “Foreign exchange and other income/(expense)” in the condensed consolidated statements of income. The fair value of the embedded exchange feature derivative liability was $53.7 million and $85.7 million as of June 30, 2023 and December 31, 2022, respectively. Capped Call Transactions In connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions with certain of the initial purchasers of the Notes or their respective affiliates. The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of LivaNova’s ordinary shares underlying the Notes and are expected generally to offset any cash payments the Company is required to make upon exchange of the Notes in excess of the principal amount thereof in the event that the market value per ordinary share, as measured under the capped call transactions, is greater than the strike price of the capped call transactions, with such offset being subject to an initial cap price of $100.00 per share. The capped call transactions expire on December 15, 2025 and must be settled in cash. If the capped call transactions are converted or redeemed early, settlement occurs at their termination value, which is equal to their fair value at the time of the redemption. The capped call transactions are carried on the condensed consolidated balance sheets as a derivative asset at their estimated fair value and are adjusted at the end of each reporting period, with unrealized gain or loss reflected within foreign exchange and other income/(expense) in the condensed consolidated statements of income. The fair value of the capped call derivative assets was $42.0 million and $54.4 million as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023, the capped call derivative assets were classified as long-term.

v3.23.2

Derivatives and Risk Management	6 Months Ended
	Jun. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivatives and Risk Management	Note 6. Derivatives and Risk Management Due to the global nature of LivaNova’s operations, LivaNova is exposed to FX fluctuations. Historically, the Company has entered into FX derivative contracts and interest rate swap contracts to reduce the impact of FX and interest rate fluctuations, respectively, on earnings and cash flow. LivaNova is also exposed to equity price risk in connection with its Notes, including exchange and settlement provisions based on the price of the Company’s ordinary shares at exchange or maturity of the Notes. The capped call transactions associated with the Notes also include settlement provisions that are based on the price of LivaNova’s ordinary shares, subject to a capped price per share. LivaNova does not enter into derivative contracts for speculative purposes. LivaNova measures all outstanding derivatives each period end at fair value and reports the fair value as either financial assets or liabilities on the condensed consolidated balance sheets. At inception of the contract, the derivative is designated as either a freestanding derivative or a hedge. Derivatives that are not designated as hedging instruments are referred to as freestanding derivatives with changes in fair value included in earnings. If the derivative qualifies for hedge accounting, changes in the fair value of the derivative will be recorded in AOCI until the hedged item is recognized in earnings upon settlement/termination. FX derivative gains and losses in AOCI are reclassified to the condensed consolidated statements of income as shown in the tables below, and interest rate swap gains and losses in AOCI are reclassified to interest expense on the condensed consolidated statements of income. The Company evaluates hedge effectiveness at inception. Cash flows from derivative contracts are reported as operating activities on LivaNova’s condensed consolidated statements of cash flows. Freestanding FX Derivative Contracts The gross notional amount of FX derivative contracts not designated as hedging instruments outstanding at June 30, 2023 and December 31, 2022 was $160.4 million and $154.5 million, respectively. These derivative contracts are designed to offset the FX effects in earnings of various intercompany loans and trade receivables. For these freestanding derivatives, LivaNova recorded net gains of $0.4 million and $4.0 million for the three months ended June 30, 2023 and 2022, respectively, and net (losses) gains $(0.9) million and $5.0 million for the six months ended June 30, 2023 and 2022, respectively. These gains and losses are included in foreign exchange and other income/(expense) on the condensed consolidated statements of income. Counterparty Credit Risk LivaNova is exposed to credit risk in the event of non-performance by the counterparties to the Company’s derivatives. The two counterparties to the capped call transactions are financial institutions. To limit its credit risk, LivaNova selected financial institutions with a minimum long-term investment grade credit rating. LivaNova’s exposure to the credit risk of the counterparties is not secured by any collateral. If a counterparty becomes subject to insolvency proceedings, the Company will become an unsecured creditor in those proceedings, with a claim equal to LivaNova’s exposure at that time under the capped call transactions with that counterparty. To manage credit risk with respect to its other derivatives, the Company selects and periodically reviews counterparties based on credit ratings, limits its exposure with respect to each counterparty, and monitors the market positions. However, if one or more of these counterparties were in a liability position to the Company and were unable to meet their obligations, any transactions with the counterparty could be subject to early termination, which could result in substantial losses for the Company. Cash Flow Hedges Foreign Currency Risk Historically, LivaNova utilized FX derivative contracts, designed as cash flow hedges, to hedge the variability of cash flows associated with LivaNova’s 12-month USD forecasts of revenues and costs denominated in British Pound, Japanese Yen and the Euro. The Company transferred to earnings from AOCI the gain or loss realized on the FX derivative contracts at the time of invoicing. Upon the settlement of LivaNova’s foreign currency cash flow hedges in the fourth quarter of 2022 and following an in-depth analysis of the utility of the Company’s cash flow hedging program, LivaNova discontinued its foreign currency cash flow hedging program. Interest Rate Risk Historically, LivaNova entered into interest rate swaps associated with the Initial Term Facility, which qualified for and were designated as cash flow hedges. The Company’s interest rate swaps expired on April 6, 2023. LivaNova elected not to renew the interest rate swaps as interest expense associated with the Initial Term Facility is principally offset by holding a significant portion of the Initial Term Facility in a depository account, which earns a floating rate of interest. The gross notional amounts of open derivative contracts designated as cash flow hedges at June 30, 2023 and December 31, 2022 were as follows (in thousands): Description of Derivative Contract June 30, 2023 December 31, 2022 Interest rate swap contracts $ —  $ 210,000  Pre-tax gains (losses) for derivative contracts designated as cash flow hedges recognized in OCI and the amount reclassified to earnings from AOCI were as follows (in thousands): Three Months Ended June 30, 2022 Description of Derivative Contract Location in Earnings of Reclassified Gain or Loss Losses Recognized in OCI Gains (Losses) Reclassified from AOCI to Earnings FX derivative contracts Foreign exchange and other income/(expense) $ (1,116) $ 1,238  FX derivative contracts SG&A —  (1,122) $ (1,116) $ 116  Six Months Ended June 30, 2023 2022 Description of Derivative Contract Location in Earnings of Reclassified Gain or Loss Losses Recognized in OCI Gains Reclassified from AOCI to Earnings Losses Recognized in OCI Gains (Losses) Reclassified from AOCI to Earnings FX derivative contracts Foreign exchange and other income/(expense) $ —  $ —  $ (1,758) $ 1,679  FX derivative contracts SG&A —  —  —  (1,510) Interest rate swap contracts Interest expense (433) 533  —  —  $ (433) $ 533  $ (1,758) $ 169  The Company offsets fair value amounts associated with its derivative instruments on the condensed consolidated balance sheets that are executed with the same counterparty under master netting arrangements. Netting arrangements include a right to set off or net together purchases and sales of similar products in the settlement process. The following tables present the fair value and the location of derivative contracts reported on the condensed consolidated balance sheets (in thousands): Asset Derivatives Liability Derivatives June 30, 2023 Balance Sheet Location Fair Value (1) Balance Sheet Location Fair Value (1) Derivatives Not Designated as Hedging Instruments: Capped call derivatives Long-term derivative assets $ 42,034  FX derivative contracts Prepaid expenses and other current assets 219  Accrued liabilities and other $ 113  Embedded exchange feature Long-term derivative liabilities 53,705  Total derivatives not designated as hedging instruments 42,253  53,818  Total derivatives $ 42,253  $ 53,818  Asset Derivatives Liability Derivatives December 31, 2022 Balance Sheet Location Fair Value (1) Balance Sheet Location Fair Value (1) Derivatives Designated as Hedging Instruments: Interest rate swap contracts Prepaid expenses and other current assets $ 1,333  Total derivatives designated as hedging instruments 1,333  Derivatives Not Designated as Hedging Instruments: Capped call derivatives Long-term derivative assets 54,393  FX derivative contracts Accrued liabilities and other $ 5,886  Embedded exchange feature Long-term derivative liabilities 85,675  Total derivatives not designated as hedging instruments 54,393  91,561  Total derivatives $ 55,726  $ 91,561  (1)For the classification of inputs used to evaluate the fair value of derivatives, refer to “Note 4. Fair Value Measurements.”

v3.23.2

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7. Commitments and Contingencies Saluggia Site Hazardous Substances LSM, formerly a subsidiary of Sorin, one of the companies that merged into LivaNova PLC in 2015, manages site services for the campus in Saluggia, Italy. In addition to being a former LivaNova manufacturing facility, the Saluggia campus is also the location of manufacturing facilities of third parties, a cafeteria for workers, and storage facilities for hazardous substances and equipment previously used in a nuclear research center, later turned nuclear medicine business, between the 1960s and the late 1990s. Pursuant to authorization from the Italian government, LSM has performed, and continues to perform, ordinary maintenance, secure the facilities, monitor air and water quality and file applicable reports with the competent environmental authorities. In 2020, LSM received correspondence from ISIN (a sub-body of the Italian Ministry of Economic Development) requesting that, within five years, LSM demonstrate the financial capacity to meet its obligations under Italian law to clean and dismantle any contaminated buildings and equipment as well as to deliver hazardous substances to a national repository. This repository will be built by the Italian government at a location and time yet to be determined. ISIN subsequently published Technical Guide n. 30, which identifies the technical criteria, and general safety and protection requirements for the design, construction, operation and dismantling of temporary storage facilities for the hazardous substances. In January 2021, a list of 67 potential sites for the national repository was published. Although there is no legal obligation to begin any work or deliver the hazardous substances, as the performance of these obligations is contingent on the construction of the as-yet unbuilt national repository, based on the aforementioned factors, the Company concluded its obligation to clean, dismantle, and deliver any hazardous substances to a national repository is probable and reasonably estimable. The estimated liability as of June 30, 2023 was €34.0 million ($37.1 million), which represented the low end of the estimated range of loss of €34.0 million ($37.1 million) to €43.3 million ($47.3 million) as of June 30, 2023. The estimated liability as of December 31, 2022 was €34.2 million ($36.6 million). Product Liability Litigation The Company is currently involved in litigation involving LivaNova’s 3T Heater-Cooler device. The litigation includes the MDL, various U.S. state court cases and cases in jurisdictions outside the U.S. On March 29, 2019, LivaNova announced a settlement framework that provided for a comprehensive resolution of the personal injury cases pending in the MDL, the related class action in federal court, as well as certain cases in state courts across the United States. The agreement, which made no admission of liability, was subject to certain conditions, including acceptance of the settlement by individual claimants and provided for a total payment of up to $225 million to resolve the claims covered by the settlement. Per the agreed-upon terms, the second and final payment of $90 million was paid into a qualified settlement fund in January 2020. Cases in state courts in the U.S. and in jurisdictions outside the U.S. continue to progress. As of July 26, 2023, the Company was aware of approximately 80 filed and unfiled claims worldwide, with the majority of the claims in various federal or state courts throughout the United States, including some cases removed to the MDL after the settlement described above. This number includes 13 cases in the process of settling. The complaints generally seek damages and other relief based on theories of strict liability, negligence, breach of express and implied warranties, failure to warn, design and manufacturing defect, fraudulent and negligent misrepresentation or concealment, unjust enrichment, and violations of various state consumer protection statutes. During the three and six months ended June 30, 2023, we recorded an additional liability of $10.8 million and $12.2 million, respectively, due to new information received about the nature of certain claims. At June 30, 2023 and December 31, 2022, the provision for these matters was $25.4 million and $32.5 million, respectively. While the amount accrued represents the Company’s best estimate for those filed and unfiled claims that the Company believes are both probable and estimable at this time, and which are a subset of the filed and unfiled claims worldwide of which LivaNova is currently aware, the actual liability for resolution of these matters may vary from the Company’s estimate. The remaining claims for which a provision has not been recorded are remote or the potential loss is not estimable at this time. Changes in the carrying amount of the litigation provision liability are as follows (in thousands): Total litigation provision liability at December 31, 2022 $ 32,487  Payments (19,407) Adjustments (1) 12,150  FX and other 187  Total litigation provision liability at June 30, 2023 25,417  Less current portion of litigation provision liability at June 30, 2023 22,352  Long-term portion of litigation provision liability at June 30, 2023 (2) $ 3,065  (1)Adjustments to the litigation provision are included within other operating expense on the condensed consolidated statements of income. (2)Included within other long-term liabilities on the condensed consolidated balance sheet. SNIA Environmental Liability Sorin was created as a result of a spin-off from SNIA in 2004, and in 2015, Sorin was merged into LivaNova. SNIA subsequently became insolvent, and the Public Administrations sought compensation from SNIA in an aggregate amount of approximately $3.8 billion for remediation costs relating to the environmental damage at chemical sites previously operated by SNIA’s other subsidiaries. There are proceedings relating to the SNIA bankruptcy to which LivaNova is not a party in the Bankruptcy Court of Udine and the Bankruptcy Court of Milan. In 2011, the Bankruptcy Court of Udine held that the Public Administrations were not creditors of either SNIA or its subsidiaries in connection with their claims in the Italian insolvency proceedings. The Public Administrations appealed. In 2016, the Court of Udine rejected the appeal, and the Public Administrations appealed to the Supreme Court. Similarly, in 2014, the Bankruptcy Court of Milan held that the Public Administrations were not creditors of either SNIA or its subsidiaries. The Public Administrations appealed. In April 2022, Bankruptcy Court of Milan declared the Public Administrations to be a non-privileged creditor of SNIA for up to €454 million, and the Public Administrations appealed to the Supreme Court. In 2012, SNIA filed a civil action against Sorin in the Civil Court of Milan asserting joint liability of a parent and a spun-off company; the Public Administrations entered voluntarily into the proceeding, asking Sorin, as jointly liable with SNIA, to pay compensation for SNIA’s environmental damages. In 2016, the Court of Milan dismissed all legal actions of SNIA and of the Public Administrations further requiring the Public Administrations to pay Sorin approximately €292,000 (approximately $318,732 as of June 30, 2023) for legal fees. The Public Administrations appealed the 2016 Decision to the Court of Appeal. On March 5, 2019, the Court of Appeal issued a partial decision on the merits declaring Sorin/LivaNova jointly liable with SNIA for SNIA’s environmental liabilities in an amount up to the fair value of the net worth received by Sorin because of the Sorin spin-off, an estimated €572.1 million (approximately $624.5 million as of June 30, 2023). LivaNova appealed the partial decision on liability to the Italian Supreme Court in August 2019. In 2021, the Court of Appeal delivered the remainder of its decision, ordering LivaNova to pay damages of approximately €453.6 million (approximately $495.1 million as of June 30, 2023). LivaNova appealed the decision on damages in December 2021. On February 21, 2022, the Court of Appeal notified the Company that it granted the Company a suspension with respect to the payment of damages until a decision has been reached on the appeal to the Italian Supreme Court. This suspension was subject to LivaNova providing a first demand bank guarantee of €270.0 million (approximately $294.7 million as of June 30, 2023) within 30 calendar days, and on March 21, 2022, LivaNova delivered the guarantee, thereby satisfying the condition. Refer to “Note 5. Financing Arrangements” for information on the financing of the guarantee. In November 2022, in response to one of a number of appeals asserted by LivaNova, the Supreme Court issued an ordinance, a procedural document, whereby the Supreme Court referred a question on interpretation of a European directive on demergers to the ECJ. Specifically, the ordinance asks the ECJ to provide a binding decision as to whether a company resulting from a demerger can be held jointly and severally liable not only for the established liabilities of the demerged company that were articulated at the time of demerger, but also for the environmental liabilities of the demerged company that materialized after the demerger which are derived from actions performed prior to the demerger. Following receipt of the binding decision from the ECJ, the Supreme Court is expected to incorporate and issue a decision in response to all of the appeals of LivaNova and counter-appeals submitted by the Public Administrations. While the timing of the decisions by the ECJ and, subsequently, the Supreme Court are uncertain, the Company believes that the effect of the ordinance will result in a delay of any final decision until at least 2024. In 2011, Caffaro, a SNIA subsidiary, sold its Brescia chemical business to Caffaro Brescia, a third party belonging to the Todisco group, and as part of the acquisition, Caffaro Brescia agreed to secure hydraulic barriers at the site and maintain existing environmental security measures. In 2020, Caffaro Brescia declared it was withdrawing from its agreement to maintain the environmental measures. In 2021, LivaNova (in addition to Caffaro Brescia, and other non-LivaNova entities) received an Order from the Italian Ministry of the Environment requiring the Company to ensure the maintenance of the environmental measures and to guarantee that such works remain fully operational, the annual management and maintenance for which is estimated at approximately €1 million per year. LivaNova’s receipt of the Order appears to be based on the aforementioned Court of Appeal decision regarding LivaNova’s alleged joint liability with SNIA for SNIA’s environmental liabilities. LivaNova’s response, dated February 16, 2021, disputes the grounds upon which the Order is based. LivaNova also appealed the Order in the Administrative Court in Brescia. LivaNova has not recognized a liability in connection with these related matters because any potential loss is not currently probable. Caisson Contract Litigation On November 25, 2019, LivaNova received notice of a lawsuit initiated by former members of Caisson, a subsidiary of the Company acquired in 2017. The lawsuit, Todd J. Mortier, as Member Representative of the former Members of Caisson Interventional, LLC v. LivaNova USA, Inc., was filed in the United States District Court for the District of Minnesota. The complaint alleged (i) breach of contract, (ii) breach of the covenant of good faith and fair dealing and (iii) unjust enrichment in connection with the Company’s operation of Caisson’s transcatheter mitral valve replacement program and the Company’s November 20, 2019 announcement that it was ending the program at the end of 2019. The lawsuit sought damages arising out of the 2017 acquisition agreement, including various regulatory milestone payments. In May 2022, the District Court granted LivaNova’s motion for summary judgment, and in June 2023, the Eighth Circuit Court of Appeal affirmed the decision. The Company now considers Caisson’s claim against LivaNova to be closed. Mitral Litigation On July 29, 2022, LivaNova received a demand letter from Mitral for approximately €20.8 million ($22.7 million as of June 30, 2023) for breach of warranty claims under the A&R Purchase Agreement. Specifically, the claims allege failure to disclose certain information relating to a supplier, thereby allegedly impacting the profitability of Mitral’s business in China and Japan. The Company does not believe that Mitral’s claims will be sustained or that LivaNova is responsible for any alleged breach of warranty. Subject to certain exceptions, warranty claims of this type are contractually capped at €8.0 million ($8.7 million as of June 30, 2023). On March 22, 2023, Mitral served a formal claim on LivaNova in the High Court of Justice Commercial Court (King’s Bench Division) alleging damages flowing from the aforementioned asserted breaches of warranties in the A&R Purchase Agreement. Although the claim is in excess of €20.8 million, Mitral acknowledges the €8.0 million cap. The Company filed its Defense on May 17, 2023. The Company has not recognized a liability related to this matter because any potential loss is not currently probable. Italian MedTech Payback Measure As previously disclosed, in 2015, the Italian Parliament introduced rules regarding public contracts with the National Healthcare System for the supply of goods and services. In particular, the law introduced a “payback” measure requiring companies selling medical devices in Italy to repay a percentage of the healthcare expenditures exceeding the regional maximum caps for medical devices. In the intervening years since the rules were first issued, there has been considerable uncertainty about how the law will operate and what the exact timeline is for finalization. In August 2022, a decree was published which provided guidance and timetables for the rule. The current deadline to execute payback payments is July 31, 2023. LivaNova filed an appeal at the Administrative Court against the Decree of the Ministry of Health assessing the amount payable and against the MedTech Payback Guidelines. LivaNova also filed appeals against the regions requesting payments. The Company has accrued for the law since 2015 based on market and product information. As of June 30, 2023 and December 31, 2022, the total amount reserved for this matter was $7.4 million and $6.4 million, respectively; however, the actual liability could vary. Other Matters Additionally, LivaNova is the subject of various pending or threatened legal actions and proceedings that arise in the ordinary course of LivaNova’s business. These matters are subject to many uncertainties and outcomes that are not predictable and that may not be known for extended periods of time. Since the outcome of these matters cannot be predicted with certainty, the costs associated with them could have a material adverse effect on LivaNova’s consolidated net income, financial position or liquidity.

v3.23.2

Stockholders' Equity	6 Months Ended
	Jun. 30, 2023
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 8. Stockholders' Equity The tables below present the condensed consolidated statements of stockholders’ equity as of and for the three and six months ended June 30, 2023 and 2022 (in thousands): Ordinary Shares Ordinary Shares - Amount Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders' Equity (1) March 31, 2023 53,854  $ 82,424  $ 2,162,928  $ (319) $ (41,032) $ (976,660) $ 1,227,341  Stock-based compensation plans 50  17  6,418  224  —  —  6,659  Net income —  —  —  —  —  1,155  1,155  Other comprehensive loss —  —  —  —  5,453  —  5,453  June 30, 2023 53,904  $ 82,441  $ 2,169,346  $ (95) $ (35,579) $ (975,505) $ 1,240,608  March 31, 2022 53,764  $ 82,298  $ 2,121,098  $ (619) $ (16,132) $ (894,791) $ 1,291,854  Stock-based compensation plans 46  61  12,160  222  —  —  12,443  Net income —  —  —  —  —  16,444  16,444  Other comprehensive loss —  —  —  —  (38,738) —  (38,738) June 30, 2022 53,810  $ 82,359  $ 2,133,258  $ (397) $ (54,870) $ (878,347) $ 1,282,003  Ordinary Shares Ordinary Shares - Amount Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders' Equity (1) December 31, 2022 53,852  $ 82,424  $ 2,157,724  $ (375) $ (48,119) $ (984,030) $ 1,207,624  Stock-based compensation plans 52  17  11,622  280  —  —  11,919  Net income —  —  —  —  —  8,525  8,525  Other comprehensive loss —  —  —  —  12,540  —  12,540  June 30, 2023 53,904  $ 82,441  $ 2,169,346  $ (95) $ (35,579) $ (975,505) $ 1,240,608  December 31, 2021 53,762  $ 82,295  $ 2,117,961  $ (650) $ (7,177) $ (897,784) $ 1,294,645  Stock-based compensation plans 48  64  15,297  253  —  —  15,614  Net income —  —  —  —  —  19,437  19,437  Other comprehensive loss —  —  —  —  (47,693) —  (47,693) June 30, 2022 53,810  $ 82,359  $ 2,133,258  $ (397) $ (54,870) $ (878,347) $ 1,282,003  The table below presents the change in each component of AOCI, net of tax, and the reclassifications out of AOCI into net income (loss) for the six months ended June 30, 2023 and 2022 (in thousands): Change in Unrealized Gain (Loss) on Derivatives Foreign Currency Translation Adjustments Gain (Loss) (1) Total December 31, 2022 $ 966  $ (49,085) $ (48,119) Other comprehensive loss before reclassifications, before tax (433) 13,506  13,073  Tax benefit —  —  —  Other comprehensive loss before reclassifications, net of tax (433) 13,506  13,073  Reclassification of gain from accumulated other comprehensive loss, before tax (533) —  (533) Reclassification of tax benefit —  —  —  Reclassification of gain from accumulated other comprehensive loss, after tax (533) —  (533) Net current-period other comprehensive loss, net of tax (966) 13,506  12,540  June 30, 2023 $ —  $ (35,579) $ (35,579) December 31, 2021 $ (945) $ (6,232) $ (7,177) Other comprehensive loss before reclassifications, before tax (1,758) (45,766) (47,524) Tax benefit —  —  —  Other comprehensive loss before reclassifications, net of tax (1,758) (45,766) (47,524) Reclassification of gain from accumulated other comprehensive loss, before tax (169) —  (169) Reclassification of tax benefit —  —  —  Reclassification of gain from accumulated other comprehensive loss, after tax (169) —  (169) Net current-period other comprehensive loss, net of tax (1,927) (45,766) (47,693) June 30, 2022 $ (2,872) $ (51,998) $ (54,870) (1)Taxes are not provided for foreign currency translation adjustments as translation adjustments are related to earnings that are intended to be reinvested in the countries where earned.

v3.23.2

Stock-Based Incentive Plans	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock-Based Incentive Plans	Note 9. Stock-Based Incentive Plans During the six months ended June 30, 2023, LivaNova issued stock-based compensatory awards with terms approved by the Compensation Committee of LivaNova’s Board of Directors. The awards with service conditions generally vest ratably over four years and are subject to forfeiture unless service conditions are met. The market performance-based awards that were issued cliff vest after three years subject to the rank of LivaNova’s total shareholder return for the three-year period ending December 31, 2025 relative to the total shareholder returns for a peer group of companies. The adjusted free cash flow and return on invested capital operating performance-based awards that were issued, cliff vest after three years subject to the achievement of certain thresholds of cumulative results for the three-year period ending December 31, 2025. Compensation expense related to awards granted during 2023 for the three and six months ended June 30, 2023 was $2.4 million and $2.5 million, respectively. Stock-based awards may be granted under the 2015 Plan and the 2022 Plan in the form of stock options, SARs, RSUs and other stock-based and cash-based awards. As of June 30, 2023, there were 8,977 shares available for future grants to LivaNova’s Non-Executive Directors under the 2015 Plan and 1,376,623 shares pursuant to Options or Stock Appreciation Rights and 914,340 shares pursuant to other types of awards available for future grants to LivaNova’s employees under the 2022 Plan. In June 2023, the Company’s shareholders approved the A&R 2022 Plan. The A&R 2022 Plan increases the aggregate number of ordinary shares that can be issued under the 2022 Plan pursuant to options or SARs from 1,900,000 to 2,250,000, and the number of ordinary shares that can be issued pursuant to awards other than options or SARs from 1,200,000 to 1,500,000. Stock-based incentive plan compensation expense is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 RSUs $ 4,696  $ 5,882  $ 10,413  $ 11,226  SARs 3,706  3,720  6,827  6,658  Market performance-based restricted stock units (1,560) 1,003  (679) 1,854  Operating performance-based restricted stock units (1,429) 611  (859) 1,396  Employee share purchase plan 298  293  588  631  Total stock-based compensation expense $ 5,711  $ 11,509  $ 16,290  $ 21,765  Stock-based compensation agreements issued during the six months ended June 30, 2023 representing potential shares and their weighted average grant date fair values by type is as follows (shares in thousands, fair value in dollars): Six Months Ended June 30, 2023 Shares Weighted Average Grant Date Fair Value Service-based SARs 974,204  $ 19.44  Service-based RSUs 499,301  $ 42.79  Market performance-based RSUs 94,561  $ 38.95  Operating performance-based RSUs 94,556  $ 42.30

v3.23.2

Income Taxes	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 10. Income Taxes LivaNova’s effective income tax rate for the three and six months ended June 30, 2023 was 77.6% and 43.0%, respectively, compared with 13.2% and 20.6% for the three and six months ended June 30, 2022, respectively. LivaNova’s effective income tax rate fluctuates based on, among other factors, changes in pretax income in countries with varying statutory tax rates, valuation allowances, tax credits and incentives and unrecognized tax benefits associated with uncertain tax positions. LivaNova continually assesses the realizability of its worldwide deferred tax asset and valuation allowance positions, and when the need arises, the Company establishes or releases valuation allowances accordingly. These increases in the effective tax rate for both the three and six months ended June 30, 2023 compared to the prior year periods were primarily attributable to changes in valuation allowances, year-over-year changes in income before tax in countries with varying statutory tax rates and an audit settlement. LivaNova operates in multiple jurisdictions throughout the world, and its tax returns are periodically audited or subjected to review by tax authorities. As a result, there is an uncertainty in income taxes recognized in LivaNova’s financial statements. Tax benefits totaling $0.5 million and $1.6 million were unrecognized as of June 30, 2023 and December 31, 2022, respectively. On October 8, 2021, members of the OECD / G20 Inclusive Framework on BEPS agreed to a Two-Pillar Solution to address tax challenges of a global economy. The Two-Pillar Solution aims to ensure multinational companies will be subject to a minimum 15% global tax rate (Pillar Two) and will reallocate profits to the market jurisdictions where sales arise (Pillar One). As part of the ongoing release of Pillar Two rules by various jurisdictions, the UK Act was enacted on July 11, 2023, and implements the OECD’s BEPS Pillar Two income inclusion rule including a multinational top-up tax and a domestic top-up tax to the minimum effective tax rate of 15% for accounting periods beginning on or after December 31, 2023. The UK Act also includes a transitional safe harbor election for accounting periods beginning on or before Dec 31, 2026. We are reviewing the draft guidance issued on June 15, 2023, and the UK Act to assess the full implications for 2024 and will continue to monitor related guidance in the UK and other jurisdictions that impact LivaNova’s operations.

v3.23.2

Earnings Per Share	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Earnings Per Share	Note 11. Earnings Per Share Reconciliation of the shares used in the basic and diluted earnings per share computations for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Basic weighted average shares outstanding 53,803  53,506  53,713  53,420  Add effects of share-based compensation instruments (1) 174  574  229  724  Diluted weighted average shares outstanding 53,977  54,080  53,942  54,144  (1)Excluded from the computation of diluted earnings per share were stock options, SARs and restricted share units totaling 3.5 million and 2.2 million for the three months ended June 30, 2023 and 2022, respectively, and 3.4 million and 2.2 million for the six months ended June 30, 2023 and 2022, respectively, because to include them would have been anti-dilutive under the treasury stock method.

v3.23.2

Geographic and Segment Information	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Geographic and Segment Information	Note 12. Geographic and Segment Information LivaNova identifies operating segments based on how it manages, evaluates and internally reports its business activities to allocate resources, develop and execute its strategy and assess performance. LivaNova has three reportable segments: Cardiopulmonary, Neuromodulation and ACS. LivaNova’s Cardiopulmonary segment is engaged in the development, production and sale of cardiopulmonary products, including heart-lung machines, oxygenators, autotransfusion systems, perfusion tubing systems, cannulae and other related accessories. LivaNova’s Neuromodulation segment is engaged in the design, development and marketing of devices that deliver neuromodulation therapy for treating DRE and DTD. Neuromodulation products include the VNS Therapy System, which consists of an implantable pulse generator, a lead that connects the generator to the vagus nerve, and other accessories. It also includes the development and management of clinical testing of LivaNova’s aura6000 System for treating OSA. LivaNova’s Neuromodulation segment also includes costs associated with LivaNova’s former heart failure program, which, as previously disclosed, the Company began to wind down during the first quarter of 2023. LivaNova’s ACS segment is engaged in the development, production and sale of leading-edge temporary life support products. LivaNova’s ACS products, which comprise the LifeSPARC platform, simplify temporary extracorporeal cardiopulmonary life support solutions for critically ill patients. The LifeSPARC platform includes a common compact console and pump that provides temporary support for emergent rescue patients in a variety of settings. LivaNova’s ACS segment also includes the Hemolung RAS, which was acquired in May 2022 as part of the acquisition of ALung. Net revenue of the Company’s reportable segments includes revenues from the sale of products that each reportable segment develops and manufactures or distributes. LivaNova defines segment income as operating income before merger and integration expense, restructuring expense, amortization of intangibles as well as other income and expense not allocated to segments. Other income and expense not allocated to segments primarily includes rental income and SG&A expenses for finance, legal, human resources, information technology and corporate business development. LivaNova operates under three geographic regions: U.S., Europe, and Rest of World. The table below presents net revenue by operating segment and geographic region (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cardiopulmonary United States $ 46,711  $ 37,865  $ 82,825  $ 75,961  Europe (1) 39,169  33,159  75,452  65,226  Rest of World 64,723  54,796  124,398  101,708  150,603  125,820  282,675  242,895  Neuromodulation United States 104,065  91,431  198,554  178,641  Europe (1) 15,125  13,710  28,405  26,166  Rest of World 13,991  12,654  26,945  23,215  133,181  117,795  253,904  228,022  Advanced Circulatory Support United States 9,197  8,790  18,861  19,753  Europe (1) 165  503  245  1,106  Rest of World 55  59  153  176  9,417  9,352  19,259  21,035  Other Revenue (2) United States —  —  —  —  Europe (1) —  —  —  —  Rest of World 681  1,184  1,462  2,374  681  1,184  1,462  2,374  Totals United States 159,973  138,086  300,240  274,355  Europe (1) 54,459  47,372  104,102  92,498  Rest of World 79,450  68,693  152,958  127,473  Total (3) $ 293,882  $ 254,151  $ 557,300  $ 494,326  (1)Includes countries in Europe where the Company has a direct sales presence. Countries where sales are made through distributors are included in “Rest of World.” (2)Other revenue primarily includes rental income not allocated to segments. (3)No single customer represented over 10% of the Company’s consolidated net revenue. No country’s net revenue exceeded 10% of the Company’s consolidated revenue except for the U.S. The table below presents a reconciliation of segment income to consolidated income before tax (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cardiopulmonary $ 11,381  $ 3,644  $ 18,965  $ 10,539  Neuromodulation 38,148  51,360  65,154  88,838  Advanced Circulatory Support (4,750) 3,485  (11,199) (1,953) Segment income 44,779  58,489  72,920  97,424  Other income/(expense) (1) (27,403) (26,733) (57,886) (56,163) Operating income 17,376  31,756  15,034  41,261  Interest expense (14,809) (14,388) (28,246) (22,228) Foreign exchange and other income/(expense) 2,713  1,633  28,260  5,537  Income before tax $ 5,280  $ 19,001  $ 15,048  $ 24,570  (1)Other income/(expense) primarily includes rental income, SG&A expenses for finance, legal, human resources, information technology and corporate business development, as well as amortization of intangible assets, merger and integration expense and restructuring expense. Assets by segment are as follows (in thousands): June 30, 2023 December 31, 2022 Cardiopulmonary $ 909,837  $ 874,143  Neuromodulation 642,041  646,633  Advanced Circulatory Support 116,229  121,454  Other assets (1) 673,448  652,543  Total $ 2,341,555  $ 2,294,773  (1)Other assets primarily includes corporate assets not allocated to segments. Capital expenditures by segment are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cardiopulmonary $ 2,543  $ 3,213  $ 7,341  $ 5,042  Neuromodulation 133  46  492  130  Advanced Circulatory Support 708  —  845  684  Other capital expenditures (1) 2,671  2,604  5,228  5,587  Total $ 6,055  $ 5,863  $ 13,906  $ 11,443  (1)Other capital expenditures primarily includes corporate capital expenditures not allocated to segments. The changes in the carrying amount of goodwill by segment for the six months ended June 30, 2023 were as follows (in thousands): Cardiopulmonary Neuromodulation Total December 31, 2022 $ 370,033  $ 398,754  $ 768,787  Foreign currency adjustments 10,425  —  10,425  June 30, 2023 $ 380,458  $ 398,754  $ 779,212  Property, plant and equipment, net by geography are as follows (in thousands): June 30, 2023 December 31, 2022 United States $ 66,360  $ 63,458  Europe 79,102  79,654  Rest of World 4,106  4,075  Total $ 149,568  $ 147,187

v3.23.2

Supplemental Financial Information	6 Months Ended
	Jun. 30, 2023
Balance Sheet Related Disclosures [Abstract]
Supplemental Financial Information	Note 13. Supplemental Financial Information Inventories consisted of the following (in thousands): June 30, 2023 December 31, 2022 Raw materials $ 86,929  $ 70,027  Work-in-process 18,521  15,508  Finished goods 50,996  43,844    $ 156,446  $ 129,379  As of June 30, 2023 and December 31, 2022, inventories included adjustments totaling $11.2 million and $8.2 million, respectively, to record balances at lower of cost or net realizable value. Accrued liabilities and other consisted of the following (in thousands): June 30, 2023 December 31, 2022 Legal and professional costs $ 12,071  $ 8,653  Contract liabilities 11,042  10,226  Operating lease liabilities 9,851  9,379  Interest payable 7,493  —  Research and development costs 6,043  7,020  Italian medical device payback law 7,401  6,414  Royalty accrual 4,362  3,950  Provisions for agents, returns and other 4,432  1,678  Current derivative liabilities 113  5,886  Restructuring liabilities 904  2,045  Other accrued expenses 18,326  26,230  $ 82,038  $ 81,481  As of June 30, 2023 and December 31, 2022, contract liabilities totaling $15.6 million and $14.1 million, respectively, were included within accrued liabilities and other long-term liabilities on the condensed consolidated balance sheets. The table below presents the items included within “Foreign exchange and other income/(expense)” on the condensed consolidated statements of income (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Exchangeable Notes fair value adjustment (1) $ (12,420) $ 36,570  $ 31,970  $ 47,610  Capped call fair value adjustment (1) 11,020  (35,109) (12,359) (45,021) Foreign exchange rate fluctuations (1,230) 341  (1,008) 3,132  Interest income 5,528  57  10,064  77  Other (185) (226) (407) (261) Foreign exchange and other income/(expense) $ 2,713  $ 1,633  $ 28,260  $ 5,537  (1)Refer to “Note 4. Fair Value Measurements” The table below presents a reconciliation of cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets that sum to the total of the amounts shown on the condensed consolidated statement of cash flows (in thousands): June 30, 2023 December 31, 2022 Cash and cash equivalents $ 222,935  $ 214,172  Restricted cash (1) 311,425  301,446  Cash, cash equivalents and restricted cash $ 534,360  $ 515,618  (1)Restricted cash represents funds held as collateral for the SNIA Litigation Guarantee. Refer to “Note 7. Commitments and Contingencies.”

v3.23.2

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net income	$ 1,155	$ 16,444	$ 8,525	$ 19,437

v3.23.2

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.23.2

Unaudited Condensed Consolidated Financial Statements (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements of LivaNova as of, and for the three and six months ended June 30, 2023 and 2022, have been prepared in accordance with U.S. GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The accompanying condensed consolidated balance sheet of LivaNova at December 31, 2022 has been derived from audited financial statements contained in LivaNova’s 2022 Form 10-K but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments considered necessary for a fair statement of the operating results of LivaNova and its subsidiaries for the three and six months ended June 30, 2023 and are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The financial information presented herein should be read in conjunction with the audited consolidated financial statements and notes thereto accompanying LivaNova’s 2022 Form 10-K.
Reclassifications	ReclassificationsThe Company has reclassified certain prior period amounts on the condensed consolidated balance sheets for comparative purposes. These reclassifications did not have a material effect on LivaNova’s financial condition.
Derivatives	If the derivative qualifies for hedge accounting, changes in the fair value of the derivative will be recorded in AOCI until the hedged item is recognized in earnings upon settlement/termination. FX derivative gains and losses in AOCI are reclassified to the condensed consolidated statements of income as shown in the tables below, and interest rate swap gains and losses in AOCI are reclassified to interest expense on the condensed consolidated statements of income. The Company evaluates hedge effectiveness at inception. Cash flows from derivative contracts are reported as operating activities on LivaNova’s condensed consolidated statements of cash flows.

v3.23.2

Business Combinations (Tables)	6 Months Ended
	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Schedule of Business Acquisitions, by Acquisition	The following table presents the acquisition date fair value of the consideration transferred and the fair value of LivaNova’s interest in ALung prior to the acquisition, including certain measurement period adjustments (in thousands): 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  (1)During the third quarter of 2022, measurement period adjustments were recorded based on information obtained about facts and circumstances that existed as of the acquisition date.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The purchase price allocation at fair value for the ALung acquisition was finalized during the second quarter of 2023 and is presented in the following table, which includes certain measurement period adjustments (in thousands): 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  (1)During the third quarter of 2022, measurement period adjustments were recorded based on information obtained about facts and circumstances that existed as of the acquisition date.
Significant Unobservable Inputs Related to Contingent Consideration	The sales-based earnout was valued using projected sales from the Company’s internal strategic plan and is a Level 3 fair value measurement, which includes the following significant unobservable inputs (in thousands): ALung Acquisition Fair value at May 2, 2022 Valuation Technique Unobservable Input Ranges Sales-based earnout $ 16,791  Monte Carlo simulation Risk-adjusted discount rate 7.0% - 8.4% Credit risk discount rate 6.4% - 8.0% Revenue volatility 25.7% Projected years of earnout 2023 - 2027 These arrangements are Level 3 fair value measurements and include the following significant unobservable inputs as of June 30, 2023: ImThera Acquisition Valuation Technique Unobservable Input Inputs Regulatory milestone-based payment Discounted cash flow Discount rate 9.7% Probability of payment 85% Projected payment year 2025 Sales-based earnout Monte Carlo simulation Risk-adjusted discount rate 14.4% - 15.0% Credit risk discount rate 10.0% - 10.5% Revenue volatility 32.5% Probability of payment 85% Projected years of earnout 2026 - 2029 The ALung business combination involved a contingent consideration arrangement composed of potential cash payments upon the achievement of certain sales-based thresholds associated with sales of products. The arrangement is a Level 3 fair value measurement and includes the following significant unobservable inputs as of June 30, 2023: ALung Acquisition Valuation Technique Unobservable Input Inputs Sales-based earnout Monte Carlo simulation Risk-adjusted discount rate 10.0% - 11.0% Credit risk discount rate 9.5% - 10.2% Revenue volatility 32.8% Projected years of earnout 2023 - 2027

v3.23.2

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements on a Recurring Basis	The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value as of June 30, 2023 Fair Value Measurements Using Inputs Considered as: Level 1 Level 2 Level 3 Assets: Derivative assets - freestanding instruments (FX) $ 219  $ —  $ 219  $ —  Derivative assets - capped call derivatives 42,034  —  —  42,034  Convertible notes receivable 275  —  —  275  $ 42,528  $ —  $ 219  $ 42,309  Liabilities: Derivative liabilities - freestanding instruments (FX) $ 113  $ —  $ 113  $ —  Derivative liabilities - embedded exchange feature 53,705  —  —  53,705  Contingent consideration arrangements 92,626  —  —  92,626  $ 146,444  $ —  $ 113  $ 146,331  Fair Value as of December 31, 2022 Fair Value Measurements Using Inputs Considered as: Level 1 Level 2 Level 3 Assets: Derivative assets - designated as cash flow hedges (interest rate swap) $ 1,333  $ —  $ 1,333  $ —  Derivative assets - capped call derivatives 54,393  —  —  54,393  Convertible notes receivable 285  —  —  285  $ 56,011  $ —  $ 1,333  $ 54,678  Liabilities: Derivative liabilities - freestanding instruments (FX) $ 5,886  $ —  $ 5,886  $ —  Derivative liabilities - embedded exchange feature 85,675  —  —  85,675  Contingent consideration arrangements 85,292  —  —  85,292  $ 176,853  $ —  $ 5,886  $ 170,967
Reconciliation of Beginning and Ending Balances of Recurring Fair Value Measurements	The following table provides a reconciliation of the beginning and ending balances of recurring fair value measurements using significant unobservable inputs (Level 3) (in thousands): Capped Call Derivative Asset Convertible Notes Receivable Embedded Exchange Feature Derivative Liability Contingent Consideration Liability Arrangements As of December 31, 2022 - long-term $ 54,393  $ 285  $ 85,675  $ 85,292  Changes in fair value (12,359) (10) (31,970) 7,334  Total at June 30, 2023 - long-term $ 42,034  $ 275  $ 53,705  $ 92,626
Schedule of Fair Value of Contingent Consideration Arrangements by Acquisition	The following table provides the fair value of Level 3 contingent consideration arrangements by acquisition (in thousands): June 30, 2023 December 31, 2022 ImThera $ 74,941  $ 69,389  ALung 17,685  15,903  $ 92,626  $ 85,292
Significant Unobservable Inputs Related to Contingent Consideration	The sales-based earnout was valued using projected sales from the Company’s internal strategic plan and is a Level 3 fair value measurement, which includes the following significant unobservable inputs (in thousands): ALung Acquisition Fair value at May 2, 2022 Valuation Technique Unobservable Input Ranges Sales-based earnout $ 16,791  Monte Carlo simulation Risk-adjusted discount rate 7.0% - 8.4% Credit risk discount rate 6.4% - 8.0% Revenue volatility 25.7% Projected years of earnout 2023 - 2027 These arrangements are Level 3 fair value measurements and include the following significant unobservable inputs as of June 30, 2023: ImThera Acquisition Valuation Technique Unobservable Input Inputs Regulatory milestone-based payment Discounted cash flow Discount rate 9.7% Probability of payment 85% Projected payment year 2025 Sales-based earnout Monte Carlo simulation Risk-adjusted discount rate 14.4% - 15.0% Credit risk discount rate 10.0% - 10.5% Revenue volatility 32.5% Probability of payment 85% Projected years of earnout 2026 - 2029 The ALung business combination involved a contingent consideration arrangement composed of potential cash payments upon the achievement of certain sales-based thresholds associated with sales of products. The arrangement is a Level 3 fair value measurement and includes the following significant unobservable inputs as of June 30, 2023: ALung Acquisition Valuation Technique Unobservable Input Inputs Sales-based earnout Monte Carlo simulation Risk-adjusted discount rate 10.0% - 11.0% Credit risk discount rate 9.5% - 10.2% Revenue volatility 32.8% Projected years of earnout 2023 - 2027

v3.23.2

Financing Arrangements (Tables)	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of Long-term Debt	The outstanding principal amount of long-term debt as of June 30, 2023 and December 31, 2022 was as follows (in thousands, except interest rates): June 30, 2023 December 31, 2022 Maturity Interest Rate Term Facilities $ 336,316  $ 289,294  July 2027 8.54% 2020 Cash Exchangeable Senior Notes 247,236  239,568  December 2025 3.00% Bank of America Merrill Lynch Banco Múltiplo S.A. —  6,462  N/A N/A Mediocredito Italiano 819  1,601  December 2023 0.50% - 6.00% Bank of America, U.S. 1,500  1,500  January 2025 8.31% Other 524  534  Total long-term facilities 586,395  538,959  Less current portion of long-term debt 18,444  20,892  Total long-term debt obligations $ 567,951  $ 518,067

v3.23.2

Derivatives and Risk Management (Tables)	6 Months Ended
	Jun. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Notional Amounts of Derivative Contracts Designated Cash Flow Hedges	The gross notional amounts of open derivative contracts designated as cash flow hedges at June 30, 2023 and December 31, 2022 were as follows (in thousands): Description of Derivative Contract June 30, 2023 December 31, 2022 Interest rate swap contracts $ —  $ 210,000
Schedule of Cash Flow Hedges Included in AOCI	Pre-tax gains (losses) for derivative contracts designated as cash flow hedges recognized in OCI and the amount reclassified to earnings from AOCI were as follows (in thousands): Three Months Ended June 30, 2022 Description of Derivative Contract Location in Earnings of Reclassified Gain or Loss Losses Recognized in OCI Gains (Losses) Reclassified from AOCI to Earnings FX derivative contracts Foreign exchange and other income/(expense) $ (1,116) $ 1,238  FX derivative contracts SG&A —  (1,122) $ (1,116) $ 116  Six Months Ended June 30, 2023 2022 Description of Derivative Contract Location in Earnings of Reclassified Gain or Loss Losses Recognized in OCI Gains Reclassified from AOCI to Earnings Losses Recognized in OCI Gains (Losses) Reclassified from AOCI to Earnings FX derivative contracts Foreign exchange and other income/(expense) $ —  $ —  $ (1,758) $ 1,679  FX derivative contracts SG&A —  —  —  (1,510) Interest rate swap contracts Interest expense (433) 533  —  —  $ (433) $ 533  $ (1,758) $ 169
Schedule of Fair Value of Derivative Instruments in Statement of Financial Position	The following tables present the fair value and the location of derivative contracts reported on the condensed consolidated balance sheets (in thousands): Asset Derivatives Liability Derivatives June 30, 2023 Balance Sheet Location Fair Value (1) Balance Sheet Location Fair Value (1) Derivatives Not Designated as Hedging Instruments: Capped call derivatives Long-term derivative assets $ 42,034  FX derivative contracts Prepaid expenses and other current assets 219  Accrued liabilities and other $ 113  Embedded exchange feature Long-term derivative liabilities 53,705  Total derivatives not designated as hedging instruments 42,253  53,818  Total derivatives $ 42,253  $ 53,818  Asset Derivatives Liability Derivatives December 31, 2022 Balance Sheet Location Fair Value (1) Balance Sheet Location Fair Value (1) Derivatives Designated as Hedging Instruments: Interest rate swap contracts Prepaid expenses and other current assets $ 1,333  Total derivatives designated as hedging instruments 1,333  Derivatives Not Designated as Hedging Instruments: Capped call derivatives Long-term derivative assets 54,393  FX derivative contracts Accrued liabilities and other $ 5,886  Embedded exchange feature Long-term derivative liabilities 85,675  Total derivatives not designated as hedging instruments 54,393  91,561  Total derivatives $ 55,726  $ 91,561  (1)For the classification of inputs used to evaluate the fair value of derivatives, refer to “Note 4. Fair Value Measurements.”

v3.23.2

Commitments and Contingencies (Tables)	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Litigation Provision Liabilities	Changes in the carrying amount of the litigation provision liability are as follows (in thousands): Total litigation provision liability at December 31, 2022 $ 32,487  Payments (19,407) Adjustments (1) 12,150  FX and other 187  Total litigation provision liability at June 30, 2023 25,417  Less current portion of litigation provision liability at June 30, 2023 22,352  Long-term portion of litigation provision liability at June 30, 2023 (2) $ 3,065  (1)Adjustments to the litigation provision are included within other operating expense on the condensed consolidated statements of income. (2)Included within other long-term liabilities on the condensed consolidated balance sheet.

v3.23.2

Stockholders' Equity (Tables)	6 Months Ended
	Jun. 30, 2023
Stockholders' Equity Note [Abstract]
Schedule of Stockholders Equity	The tables below present the condensed consolidated statements of stockholders’ equity as of and for the three and six months ended June 30, 2023 and 2022 (in thousands): Ordinary Shares Ordinary Shares - Amount Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders' Equity (1) March 31, 2023 53,854  $ 82,424  $ 2,162,928  $ (319) $ (41,032) $ (976,660) $ 1,227,341  Stock-based compensation plans 50  17  6,418  224  —  —  6,659  Net income —  —  —  —  —  1,155  1,155  Other comprehensive loss —  —  —  —  5,453  —  5,453  June 30, 2023 53,904  $ 82,441  $ 2,169,346  $ (95) $ (35,579) $ (975,505) $ 1,240,608  March 31, 2022 53,764  $ 82,298  $ 2,121,098  $ (619) $ (16,132) $ (894,791) $ 1,291,854  Stock-based compensation plans 46  61  12,160  222  —  —  12,443  Net income —  —  —  —  —  16,444  16,444  Other comprehensive loss —  —  —  —  (38,738) —  (38,738) June 30, 2022 53,810  $ 82,359  $ 2,133,258  $ (397) $ (54,870) $ (878,347) $ 1,282,003  Ordinary Shares Ordinary Shares - Amount Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders' Equity (1) December 31, 2022 53,852  $ 82,424  $ 2,157,724  $ (375) $ (48,119) $ (984,030) $ 1,207,624  Stock-based compensation plans 52  17  11,622  280  —  —  11,919  Net income —  —  —  —  —  8,525  8,525  Other comprehensive loss —  —  —  —  12,540  —  12,540  June 30, 2023 53,904  $ 82,441  $ 2,169,346  $ (95) $ (35,579) $ (975,505) $ 1,240,608  December 31, 2021 53,762  $ 82,295  $ 2,117,961  $ (650) $ (7,177) $ (897,784) $ 1,294,645  Stock-based compensation plans 48  64  15,297  253  —  —  15,614  Net income —  —  —  —  —  19,437  19,437  Other comprehensive loss —  —  —  —  (47,693) —  (47,693) June 30, 2022 53,810  $ 82,359  $ 2,133,258  $ (397) $ (54,870) $ (878,347) $ 1,282,003
Schedule of Accumulated Other Comprehensive Income (Loss)	The table below presents the change in each component of AOCI, net of tax, and the reclassifications out of AOCI into net income (loss) for the six months ended June 30, 2023 and 2022 (in thousands): Change in Unrealized Gain (Loss) on Derivatives Foreign Currency Translation Adjustments Gain (Loss) (1) Total December 31, 2022 $ 966  $ (49,085) $ (48,119) Other comprehensive loss before reclassifications, before tax (433) 13,506  13,073  Tax benefit —  —  —  Other comprehensive loss before reclassifications, net of tax (433) 13,506  13,073  Reclassification of gain from accumulated other comprehensive loss, before tax (533) —  (533) Reclassification of tax benefit —  —  —  Reclassification of gain from accumulated other comprehensive loss, after tax (533) —  (533) Net current-period other comprehensive loss, net of tax (966) 13,506  12,540  June 30, 2023 $ —  $ (35,579) $ (35,579) December 31, 2021 $ (945) $ (6,232) $ (7,177) Other comprehensive loss before reclassifications, before tax (1,758) (45,766) (47,524) Tax benefit —  —  —  Other comprehensive loss before reclassifications, net of tax (1,758) (45,766) (47,524) Reclassification of gain from accumulated other comprehensive loss, before tax (169) —  (169) Reclassification of tax benefit —  —  —  Reclassification of gain from accumulated other comprehensive loss, after tax (169) —  (169) Net current-period other comprehensive loss, net of tax (1,927) (45,766) (47,693) June 30, 2022 $ (2,872) $ (51,998) $ (54,870) (1)Taxes are not provided for foreign currency translation adjustments as translation adjustments are related to earnings that are intended to be reinvested in the countries where earned.

v3.23.2

Stock-Based Incentive Plans (Tables)	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of Stock-based Incentive Plans	Stock-based incentive plan compensation expense is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 RSUs $ 4,696  $ 5,882  $ 10,413  $ 11,226  SARs 3,706  3,720  6,827  6,658  Market performance-based restricted stock units (1,560) 1,003  (679) 1,854  Operating performance-based restricted stock units (1,429) 611  (859) 1,396  Employee share purchase plan 298  293  588  631  Total stock-based compensation expense $ 5,711  $ 11,509  $ 16,290  $ 21,765  Stock-based compensation agreements issued during the six months ended June 30, 2023 representing potential shares and their weighted average grant date fair values by type is as follows (shares in thousands, fair value in dollars): Six Months Ended June 30, 2023 Shares Weighted Average Grant Date Fair Value Service-based SARs 974,204  $ 19.44  Service-based RSUs 499,301  $ 42.79  Market performance-based RSUs 94,561  $ 38.95  Operating performance-based RSUs 94,556  $ 42.30

v3.23.2

Earnings Per Share (Tables)	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Weighted-Average Shares Outstanding	Reconciliation of the shares used in the basic and diluted earnings per share computations for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Basic weighted average shares outstanding 53,803  53,506  53,713  53,420  Add effects of share-based compensation instruments (1) 174  574  229  724  Diluted weighted average shares outstanding 53,977  54,080  53,942  54,144  (1)Excluded from the computation of diluted earnings per share were stock options, SARs and restricted share units totaling 3.5 million and 2.2 million for the three months ended June 30, 2023 and 2022, respectively, and 3.4 million and 2.2 million for the six months ended June 30, 2023 and 2022, respectively, because to include them would have been anti-dilutive under the treasury stock method.

v3.23.2

Geographic and Segment Information (Tables)	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Revenue from External Customers by Geographic Areas	The table below presents net revenue by operating segment and geographic region (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cardiopulmonary United States $ 46,711  $ 37,865  $ 82,825  $ 75,961  Europe (1) 39,169  33,159  75,452  65,226  Rest of World 64,723  54,796  124,398  101,708  150,603  125,820  282,675  242,895  Neuromodulation United States 104,065  91,431  198,554  178,641  Europe (1) 15,125  13,710  28,405  26,166  Rest of World 13,991  12,654  26,945  23,215  133,181  117,795  253,904  228,022  Advanced Circulatory Support United States 9,197  8,790  18,861  19,753  Europe (1) 165  503  245  1,106  Rest of World 55  59  153  176  9,417  9,352  19,259  21,035  Other Revenue (2) United States —  —  —  —  Europe (1) —  —  —  —  Rest of World 681  1,184  1,462  2,374  681  1,184  1,462  2,374  Totals United States 159,973  138,086  300,240  274,355  Europe (1) 54,459  47,372  104,102  92,498  Rest of World 79,450  68,693  152,958  127,473  Total (3) $ 293,882  $ 254,151  $ 557,300  $ 494,326  (1)Includes countries in Europe where the Company has a direct sales presence. Countries where sales are made through distributors are included in “Rest of World.” (2)Other revenue primarily includes rental income not allocated to segments. (3)No single customer represented over 10% of the Company’s consolidated net revenue. No country’s net revenue exceeded 10% of the Company’s consolidated revenue except for the U.S.
Schedule of Segment Reporting Information, by Segment	The table below presents a reconciliation of segment income to consolidated income before tax (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cardiopulmonary $ 11,381  $ 3,644  $ 18,965  $ 10,539  Neuromodulation 38,148  51,360  65,154  88,838  Advanced Circulatory Support (4,750) 3,485  (11,199) (1,953) Segment income 44,779  58,489  72,920  97,424  Other income/(expense) (1) (27,403) (26,733) (57,886) (56,163) Operating income 17,376  31,756  15,034  41,261  Interest expense (14,809) (14,388) (28,246) (22,228) Foreign exchange and other income/(expense) 2,713  1,633  28,260  5,537  Income before tax $ 5,280  $ 19,001  $ 15,048  $ 24,570  (1)Other income/(expense) primarily includes rental income, SG&A expenses for finance, legal, human resources, information technology and corporate business development, as well as amortization of intangible assets, merger and integration expense and restructuring expense. Assets by segment are as follows (in thousands): June 30, 2023 December 31, 2022 Cardiopulmonary $ 909,837  $ 874,143  Neuromodulation 642,041  646,633  Advanced Circulatory Support 116,229  121,454  Other assets (1) 673,448  652,543  Total $ 2,341,555  $ 2,294,773  (1)Other assets primarily includes corporate assets not allocated to segments. Capital expenditures by segment are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cardiopulmonary $ 2,543  $ 3,213  $ 7,341  $ 5,042  Neuromodulation 133  46  492  130  Advanced Circulatory Support 708  —  845  684  Other capital expenditures (1) 2,671  2,604  5,228  5,587  Total $ 6,055  $ 5,863  $ 13,906  $ 11,443  (1)Other capital expenditures primarily includes corporate capital expenditures not allocated to segments.
Schedule of Goodwill by Segment	The changes in the carrying amount of goodwill by segment for the six months ended June 30, 2023 were as follows (in thousands): Cardiopulmonary Neuromodulation Total December 31, 2022 $ 370,033  $ 398,754  $ 768,787  Foreign currency adjustments 10,425  —  10,425  June 30, 2023 $ 380,458  $ 398,754  $ 779,212
Long-lived Assets by Geographic Areas	Property, plant and equipment, net by geography are as follows (in thousands): June 30, 2023 December 31, 2022 United States $ 66,360  $ 63,458  Europe 79,102  79,654  Rest of World 4,106  4,075  Total $ 149,568  $ 147,187

v3.23.2

Supplemental Financial Information (Tables)	6 Months Ended
	Jun. 30, 2023
Balance Sheet Related Disclosures [Abstract]
Inventories	Inventories consisted of the following (in thousands): June 30, 2023 December 31, 2022 Raw materials $ 86,929  $ 70,027  Work-in-process 18,521  15,508  Finished goods 50,996  43,844    $ 156,446  $ 129,379
Accrued Liabilities	Accrued liabilities and other consisted of the following (in thousands): June 30, 2023 December 31, 2022 Legal and professional costs $ 12,071  $ 8,653  Contract liabilities 11,042  10,226  Operating lease liabilities 9,851  9,379  Interest payable 7,493  —  Research and development costs 6,043  7,020  Italian medical device payback law 7,401  6,414  Royalty accrual 4,362  3,950  Provisions for agents, returns and other 4,432  1,678  Current derivative liabilities 113  5,886  Restructuring liabilities 904  2,045  Other accrued expenses 18,326  26,230  $ 82,038  $ 81,481
Foreign Exchange and Other Gains (Losses)	The table below presents the items included within “Foreign exchange and other income/(expense)” on the condensed consolidated statements of income (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Exchangeable Notes fair value adjustment (1) $ (12,420) $ 36,570  $ 31,970  $ 47,610  Capped call fair value adjustment (1) 11,020  (35,109) (12,359) (45,021) Foreign exchange rate fluctuations (1,230) 341  (1,008) 3,132  Interest income 5,528  57  10,064  77  Other (185) (226) (407) (261) Foreign exchange and other income/(expense) $ 2,713  $ 1,633  $ 28,260  $ 5,537  (1)Refer to “Note 4. Fair Value Measurements”
Schedule of Cash, Cash Equivalents and Restricted Cash	The table below presents a reconciliation of cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets that sum to the total of the amounts shown on the condensed consolidated statement of cash flows (in thousands): June 30, 2023 December 31, 2022 Cash and cash equivalents $ 222,935  $ 214,172  Restricted cash (1) 311,425  301,446  Cash, cash equivalents and restricted cash $ 534,360  $ 515,618  (1)Restricted cash represents funds held as collateral for the SNIA Litigation Guarantee. Refer to “Note 7. Commitments and Contingencies.”
Schedule of Cash, Cash Equivalents and Restricted Cash	The table below presents a reconciliation of cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets that sum to the total of the amounts shown on the condensed consolidated statement of cash flows (in thousands): June 30, 2023 December 31, 2022 Cash and cash equivalents $ 222,935  $ 214,172  Restricted cash (1) 311,425  301,446  Cash, cash equivalents and restricted cash $ 534,360  $ 515,618  (1)Restricted cash represents funds held as collateral for the SNIA Litigation Guarantee. Refer to “Note 7. Commitments and Contingencies.”

v3.23.2

Unaudited Condensed Consolidated Financial Statements - Narrative (Details)	6 Months Ended
	Jun. 30, 2023
Revenue Benchmark | Geographic Concentration Risk | Russian Federation
Segment Reporting Information [Line Items]
Concentration risk, percentage	1.00%

v3.23.2

Business Combinations - Narrative (Details) - USD ($) $ in Thousands		6 Months Ended
	May 02, 2022	Jun. 30, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Cash to be paid at closing		$ 15,586
ALung Acquisition
Business Acquisition [Line Items]
Agreement to acquire equity interests	97.00%
Maximum consideration	$ 110,000
Cash to be paid at closing	10,000
Noncash consideration	5,500
Contingent consideration	$ 100,000
ALung Acquisition | ALung Acquisition
Business Acquisition [Line Items]
Ownership percentage			3.00%

v3.23.2

Business Combinations - Fair Value of Consideration Transferred (Details) - USD ($) $ in Thousands		6 Months Ended
	May 02, 2022	Jun. 30, 2023
Business Acquisition [Line Items]
Cash and other considerations		$ 15,586
Contingent consideration		16,791
Fair value of consideration transferred		32,377
Measurement Period Adjustments
Business Acquisition [Line Items]
Cash and other considerations		0
Contingent consideration		(9,578)
Fair value of consideration transferred		(9,578)
ALung Acquisition
Business Acquisition [Line Items]
Cash and other considerations	$ 10,000
ALung Acquisition | Initial Fair Value of Consideration
Business Acquisition [Line Items]
Cash and other considerations		15,586
Contingent consideration		26,369
Fair value of consideration transferred		$ 41,955

v3.23.2

Business Combinations - Purchase Price Allocation (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill	$ 779,212	$ 768,787
ALung Acquisition
Business Acquisition [Line Items]
Intangible assets	2,900
Goodwill	26,870
Other assets and liabilities, net	2,607
Net assets acquired	$ 32,377
Useful life	15 years
ALung Acquisition | Initial Fair Value of Consideration
Business Acquisition [Line Items]
Intangible assets	$ 13,950
Goodwill	25,893
Other assets and liabilities, net	2,112
Net assets acquired	41,955
ALung Acquisition | Measurement Period Adjustments
Business Acquisition [Line Items]
Intangible assets	(11,050)
Goodwill	977
Other assets and liabilities, net	495
Net assets acquired	$ (9,578)

v3.23.2

Business Combinations - Sales-based Earnout (Details) $ in Thousands	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	May 02, 2022 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sales-based earnout	$ 92,626	$ 85,292
Level 3 | ALung Acquisition
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sales-based earnout			$ 16,791
Measurement Input, Risk Free Interest Rate [Member] | Level 3 | Minimum | ALung Acquisition
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sales-based earnout, measurement input			0.070
Measurement Input, Risk Free Interest Rate [Member] | Level 3 | Maximum | ALung Acquisition
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sales-based earnout, measurement input			0.084
Measurement Input, Entity Credit Risk [Member] | Level 3 | Minimum | ALung Acquisition
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sales-based earnout, measurement input			0.064
Measurement Input, Entity Credit Risk [Member] | Level 3 | Maximum | ALung Acquisition
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sales-based earnout, measurement input			0.080
Measurement Input, Price Volatility [Member] | Level 3 | ALung Acquisition
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sales-based earnout, measurement input			0.257

v3.23.2

Divestiture of Heart Valve Business - Narrative (Details) $ in Millions	Dec. 02, 2020 USD ($)
Heart Valves | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration	$ 64.1

v3.23.2

Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Liabilities:
Contingent consideration	$ 92,626	$ 85,292
Capped call derivatives
Assets:
Derivative asset	42,000		$ 54,400
Fair Value, Recurring
Assets:
Convertible notes receivable	275	285
Total assets	42,528	56,011
Liabilities:
Contingent consideration	92,626	85,292
Total liabilities	146,444	176,853
Fair Value, Recurring | Embedded exchange feature
Liabilities:
Derivative liabilities	53,705	85,675
Fair Value, Recurring | Derivatives Not Designated as Hedging Instruments: | Freestanding Instrument
Assets:
Derivative asset	219
Liabilities:
Derivative liabilities	113
Fair Value, Recurring | Derivatives Not Designated as Hedging Instruments: | Capped call derivatives
Assets:
Derivative asset	42,034	54,393
Fair Value, Recurring | Derivatives Designated as Hedging Instruments: | Interest rate swap contracts
Assets:
Derivative asset		1,333
Fair Value, Recurring | Derivatives Designated as Hedging Instruments: | FX derivative contracts
Liabilities:
Derivative liabilities		5,886
Fair Value, Recurring | Level 1
Assets:
Convertible notes receivable	0	0
Total assets	0	0
Liabilities:
Contingent consideration	0	0
Total liabilities	0	0
Fair Value, Recurring | Level 1 | Embedded exchange feature
Liabilities:
Derivative liabilities	0	0
Fair Value, Recurring | Level 1 | Derivatives Not Designated as Hedging Instruments: | Freestanding Instrument
Assets:
Derivative asset	0
Liabilities:
Derivative liabilities	0
Fair Value, Recurring | Level 1 | Derivatives Not Designated as Hedging Instruments: | Capped call derivatives
Assets:
Derivative asset	0	0
Fair Value, Recurring | Level 1 | Derivatives Designated as Hedging Instruments: | Interest rate swap contracts
Assets:
Derivative asset		0
Fair Value, Recurring | Level 1 | Derivatives Designated as Hedging Instruments: | FX derivative contracts
Liabilities:
Derivative liabilities		0
Fair Value, Recurring | Level 2
Assets:
Convertible notes receivable	0	0
Total assets	219	1,333
Liabilities:
Contingent consideration	0	0
Total liabilities	113	5,886
Fair Value, Recurring | Level 2 | Embedded exchange feature
Liabilities:
Derivative liabilities	0	0
Fair Value, Recurring | Level 2 | Derivatives Not Designated as Hedging Instruments: | Freestanding Instrument
Assets:
Derivative asset	219
Liabilities:
Derivative liabilities	113
Fair Value, Recurring | Level 2 | Derivatives Not Designated as Hedging Instruments: | Capped call derivatives
Assets:
Derivative asset	0	0
Fair Value, Recurring | Level 2 | Derivatives Designated as Hedging Instruments: | Interest rate swap contracts
Assets:
Derivative asset		1,333
Fair Value, Recurring | Level 2 | Derivatives Designated as Hedging Instruments: | FX derivative contracts
Liabilities:
Derivative liabilities		5,886
Fair Value, Recurring | Level 3
Assets:
Convertible notes receivable	275	285
Total assets	42,309	54,678
Liabilities:
Contingent consideration	92,626	85,292
Total liabilities	146,331	170,967
Fair Value, Recurring | Level 3 | Embedded exchange feature
Liabilities:
Derivative liabilities	53,705	85,675
Fair Value, Recurring | Level 3 | Derivatives Not Designated as Hedging Instruments: | Freestanding Instrument
Assets:
Derivative asset	0
Liabilities:
Derivative liabilities	0
Fair Value, Recurring | Level 3 | Derivatives Not Designated as Hedging Instruments: | Capped call derivatives
Assets:
Derivative asset	$ 42,034	54,393
Fair Value, Recurring | Level 3 | Derivatives Designated as Hedging Instruments: | Interest rate swap contracts
Assets:
Derivative asset		0
Fair Value, Recurring | Level 3 | Derivatives Designated as Hedging Instruments: | FX derivative contracts
Liabilities:
Derivative liabilities		$ 0

v3.23.2

Fair Value Measurements - Reconciliation of Recurring Fair Value Measurements (Details) - Fair Value, Recurring - Level 3 $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Liabilities Measured on Recurring Basis
Total at beginning period	$ 85,292
Total at period end	92,626
Embedded Exchange Feature Derivative Liability
Liabilities Measured on Recurring Basis
Total at beginning period	85,675
Changes in fair value	(31,970)
Total at period end	53,705
Contingent Consideration Liability Arrangements
Liabilities Measured on Recurring Basis
Total at beginning period	85,292
Changes in fair value	7,334
Total at period end	92,626
Capped Call Derivative Asset
Assets Measured on Recurring Basis
As of beginning period	54,393
Changes in fair value	(12,359)
Total at period end	42,034
Convertible Notes Receivable
Assets Measured on Recurring Basis
As of beginning period	285
Changes in fair value	(10)
Total at period end	$ 275

v3.23.2

Fair Value Measurements - Narrative (Details)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2020 USD ($)	Jun. 17, 2020 USD ($)
Embedded exchange feature
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
10 percent decrease in stock price volatility, fair value	$ 13,800,000
10 percent increase in stock price volatility, fair value	14,400,000
Capped call derivatives
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset	42,000,000	$ 54,400,000
10 percent decrease in stock price volatility, fair value	9,200,000
10 percent increase in stock price volatility, fair value	$ 4,000,000
Measurement Input, Stock Price Volatility | Embedded exchange feature
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.36
Measurement Input, Stock Price Volatility | Capped call derivatives
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.36
Senior Notes
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, face amount				$ 287,500,000
Fair value of embedded derivative liability	$ 53,700,000	$ 85,700,000
2020 Cash Exchangeable Senior Notes | Senior Notes
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, face amount			$ 287,500,000

v3.23.2

Fair Value Measurements - Fair Value of Contingent Consideration by Acquisition (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	May 02, 2022
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration	$ 92,626	$ 85,292
Fair Value, Recurring
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration	92,626	85,292
Fair Value, Recurring | Level 3
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration	92,626	85,292
Total fair value of Level 3 contingent consideration arrangements	92,626	85,292
ImThera | Fair Value, Recurring | Level 3
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration	74,941	69,389
ALung Acquisition | Level 3
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration			$ 16,791
ALung Acquisition | Fair Value, Recurring | Level 3
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration	$ 17,685	$ 15,903

v3.23.2

Fair Value Measurements - Significant Unobservable Inputs (Details) - Level 3	Jun. 30, 2023
ImThera | Discounted cash flow | Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.097
ImThera | Discounted cash flow | Probability of payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.85
ImThera | Monte Carlo simulation | Probability of payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.85
ImThera | Monte Carlo simulation | Revenue volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.325
ImThera | Minimum | Monte Carlo simulation | Risk-adjusted discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.144
ImThera | Minimum | Monte Carlo simulation | Credit risk discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.100
ImThera | Maximum | Monte Carlo simulation | Risk-adjusted discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.150
ImThera | Maximum | Monte Carlo simulation | Credit risk discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.105
ALung Acquisition | Monte Carlo simulation | Revenue volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.328
ALung Acquisition | Minimum | Monte Carlo simulation | Risk-adjusted discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.100
ALung Acquisition | Minimum | Monte Carlo simulation | Credit risk discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.095
ALung Acquisition | Maximum | Monte Carlo simulation | Risk-adjusted discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.110
ALung Acquisition | Maximum | Monte Carlo simulation | Credit risk discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.102

v3.23.2

Financing Arrangements - Schedule of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 17, 2020
Debt Instrument [Line Items]
Total long-term facilities	$ 586,395	$ 538,959
Less current portion of long-term debt	18,444	20,892
Total long-term debt obligations	$ 567,951	518,067
Mediocredito Italiano | Minimum
Debt Instrument [Line Items]
Interest rate, stated percentage	0.50%
Mediocredito Italiano | Maximum
Debt Instrument [Line Items]
Interest rate, stated percentage	6.00%
Bank of America, U.S.
Debt Instrument [Line Items]
Interest rate, stated percentage	8.31%
Term Loan
Debt Instrument [Line Items]
Total long-term facilities	$ 336,316	289,294
Interest rate, stated percentage	8.54%
Senior Notes
Debt Instrument [Line Items]
Total long-term facilities	$ 247,236	239,568
Interest rate, stated percentage	3.00%		3.00%
Loans Payable | Bank of America Merrill Lynch Banco Múltiplo S.A.
Debt Instrument [Line Items]
Total long-term facilities	$ 0	6,462
Loans Payable | Mediocredito Italiano
Debt Instrument [Line Items]
Total long-term facilities	819	1,601
Loans Payable | Bank of America, U.S.
Debt Instrument [Line Items]
Total long-term facilities	1,500	1,500
Other
Debt Instrument [Line Items]
Total long-term facilities	$ 524	$ 534

v3.23.2

Financing Arrangements - Narrative (Details) $ / shares in Units, € in Millions				3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 06, 2023 USD ($)	Jul. 06, 2022 USD ($)	Jun. 17, 2020 USD ($)	Jun. 30, 2023 USD ($) claim $ / shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) claim $ / shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2023 £ / shares	Mar. 18, 2022	Mar. 16, 2022 USD ($)	Feb. 24, 2022 USD ($)	Feb. 24, 2022 EUR (€)	Aug. 13, 2021 USD ($)
Debt Instrument [Line Items]
Restricted cash				$ 311,425,000		$ 311,425,000		$ 301,446,000
Amortization of debt issuance costs						9,535,000	$ 11,721,000
Proceeds from long-term debt obligations						$ 50,000,000	218,342,000
Capped call derivatives
Debt Instrument [Line Items]
Derivative, cap price per share | $ / shares				$ 100.00		$ 100.00
Derivative asset				$ 42,000,000	$ 54,400,000	$ 42,000,000	54,400,000
Bridge Loan | SNIA | Judicial Ruling
Debt Instrument [Line Items]
Percentage of cash collateral required as guarantee										105.00%
Senior Notes
Debt Instrument [Line Items]
Interest rate				9.95%		9.95%
Debt discounts and issuance costs			$ 82,000,000
Amortization of debt issuance costs				$ 3,900,000	3,500,000	$ 7,700,000	6,900,000
Unamortized discount (premium), net				$ 40,300,000		$ 40,300,000		47,900,000
Debt instrument, face amount			287,500,000
Debt issuance costs, net			$ 7,000,000
Interest rate, stated percentage			3.00%	3.00%		3.00%
Proceeds from long-term debt obligations			$ 278,000,000
Unamortized discount			$ 75,000,000
Redemption, threshold par value | £ / shares									£ 1.00
Redemption price, percentage of exchange price						130.00%
Conversion price (in dollars per share) | $ / shares				$ 79.27		$ 79.27
Redemption, threshold trading days | claim				20		20
Redemption, threshold consecutive trading days | claim				30		30
Option to exchange, price per share | $ / shares				$ 60.98		$ 60.98
Redemption price, percentage						100.00%
Fair value of embedded derivative liability				$ 53,700,000	$ 85,700,000	$ 53,700,000	$ 85,700,000
Conversion ratio				0.016398
Revolving Credit Facility
Debt Instrument [Line Items]
Short-term debt				$ 600,000		600,000		$ 2,500,000
Line of credit, maximum borrowing capacity														$ 125,000,000
Commitment fee percentage							0.50%	0.50%
Borrowed funds				$ 0		$ 0		$ 0
Revolving Credit Facility | Initial Term Facility
Debt Instrument [Line Items]
Interest rate				6.53%		6.53%
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
LIBOR floor rate														0.00%
Revolving Credit Facility | Bridge Loan
Debt Instrument [Line Items]
Debt discounts and issuance costs												$ 4,500,000
Amortization of debt issuance costs				$ 3,600,000		$ 4,500,000
Revolving Credit Facility | Bridge Loan | Goldman Sachs Bank USA
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity											$ 220,000,000		€ 200
Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Debt instrument, term		5 years
Line of credit, maximum borrowing capacity		$ 350,000,000
Debt discounts and issuance costs				9,600,000		9,600,000
Amortization of debt issuance costs				500,000		1,000,000
Unamortized discount (premium), net				7,700,000		7,700,000		$ 8,700,000
Days to maturity		91 days
Discount rate		1.50%
Amortization percentage, year one		1.90%
Amortization percentage, year two		5.00%
Amortization percentage, year three		5.00%
Amortization percentage, year four		7.50%
Amortization percentage, year five		10.00%
Revolving Credit Facility | Line of Credit | Initial Term Facility
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity		$ 300,000,000
Revolving Credit Facility | Line of Credit | Delayed Draw Term Facility
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity		$ 50,000,000
Proceeds from line of credit	$ 50,000,000
Debt discounts and issuance costs				1,600,000		1,600,000
Amortization of debt issuance costs				$ 500,000		$ 500,000
Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		3.50%
Revolving Credit Facility | Maximum
Debt Instrument [Line Items]
Interest rate				4.24%		4.24%
Debt instrument, term						364 days
Net leverage ratio, threshold for four consecutive fiscal quarters														3.50
Interest coverage ratio, threshold for four consecutive fiscal quarters														3.00

v3.23.2

Derivatives and Risk Management - Narrative (Details) - FX derivative contracts - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Derivative [Line Items]
Gain (loss) on derivative	$ 0.4	$ 4.0	$ (0.9)	$ 5.0
Derivatives Not Designated as Hedging Instruments:
Derivative [Line Items]
Notional amount	$ 160.4		$ 160.4		$ 154.5

v3.23.2

Derivatives and Risk Management - Derivative Notional Amounts (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Derivatives Designated as Hedging Instruments: | Cash Flow Hedging | Interest rate swap contracts
Derivative [Line Items]
Notional amount	$ 0	$ 210,000

v3.23.2

Derivatives and Risk Management - Amount of Gain (Loss) Recognized in OCI and Income Statement (Details) - Cash Flow Hedging - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Losses Recognized in OCI	$ (1,116)	$ (433)	$ (1,758)
Gains (Losses) Reclassified from AOCI to Earnings	116	533	169
FX derivative contracts | Foreign exchange and other income/(expense)
Derivative Instruments, Gain (Loss) [Line Items]
Losses Recognized in OCI	(1,116)	0	(1,758)
Gains (Losses) Reclassified from AOCI to Earnings	1,238	0	1,679
FX derivative contracts | SG&A
Derivative Instruments, Gain (Loss) [Line Items]
Losses Recognized in OCI	0	0	0
Gains (Losses) Reclassified from AOCI to Earnings	$ (1,122)	0	(1,510)
Derivatives Designated as Hedging Instruments: | Interest rate swap contracts | Interest expense
Derivative Instruments, Gain (Loss) [Line Items]
Losses Recognized in OCI		(433)	0
Gains (Losses) Reclassified from AOCI to Earnings		$ 533	$ 0

v3.23.2

Derivatives and Risk Management - Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Derivatives, Fair Value [Line Items]
Total asset derivatives	$ 42,253	$ 55,726
Total liability derivatives	53,818	91,561
Derivatives Designated as Hedging Instruments:
Derivatives, Fair Value [Line Items]
Total asset derivatives		1,333
Derivatives Designated as Hedging Instruments: | Prepaid expenses and other current assets | Interest rate swap contracts
Derivatives, Fair Value [Line Items]
Total asset derivatives		1,333
Derivatives Not Designated as Hedging Instruments:
Derivatives, Fair Value [Line Items]
Total asset derivatives	42,253	54,393
Total liability derivatives	53,818	91,561
Derivatives Not Designated as Hedging Instruments: | Prepaid expenses and other current assets | FX derivative contracts
Derivatives, Fair Value [Line Items]
Total asset derivatives	219
Derivatives Not Designated as Hedging Instruments: | Accrued liabilities and other | FX derivative contracts
Derivatives, Fair Value [Line Items]
Total liability derivatives	113	5,886
Derivatives Not Designated as Hedging Instruments: | Long-term derivative assets | Capped call derivatives
Derivatives, Fair Value [Line Items]
Total asset derivatives	42,034	54,393
Derivatives Not Designated as Hedging Instruments: | Long-term derivative liabilities | Embedded exchange feature
Derivatives, Fair Value [Line Items]
Total liability derivatives	$ 53,705	$ 85,675

v3.23.2

Commitments and Contingencies - Narrative (Details) € in Thousands, $ in Thousands						1 Months Ended		3 Months Ended			6 Months Ended
	Jul. 26, 2023 claim	Jul. 29, 2022 EUR (€)	Feb. 21, 2022 EUR (€)	Mar. 29, 2019 USD ($)	Apr. 01, 2016 EUR (€)	Jan. 31, 2021 EUR (€) repository_site	Jan. 31, 2020 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 EUR (€)	Mar. 31, 2023 USD ($)	Jun. 30, 2023 EUR (€)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Apr. 30, 2022 EUR (€)	Nov. 30, 2021 EUR (€)	Mar. 05, 2019 EUR (€)
Other Commitments [Line Items]
Liability								$ 10,800				$ 12,200
Reimbursed legal fees					€ 292							318,732
Environmental maintenance | €						€ 1,000
Heart Valves
Other Commitments [Line Items]
Warranty, cap on claims		€ 8,000						8,700				8,700
Subsequent Event
Other Commitments [Line Items]
Pending claims, number | claim	80
Number of settled claims | claim	13
Mitral | Heart Valves
Other Commitments [Line Items]
Compensation sought		€ 20,800										22,700
Pending Litigation
Other Commitments [Line Items]
Estimate of possible loss								624,500				624,500				€ 572,100
Saluggia, Italy
Other Commitments [Line Items]
Number of national repository sites | repository_site						67
Estimated provision									€ 34,200	$ 36,600	€ 34,000	37,100
Saluggia, Italy | Minimum
Other Commitments [Line Items]
Estimated provision											34,000	37,100
Saluggia, Italy | Maximum
Other Commitments [Line Items]
Estimated provision											€ 43,300	47,300
Product Liability
Other Commitments [Line Items]
Litigation settlement, amount awarded to other party				$ 225,000
Litigation provision liability								25,417				25,417	$ 32,487
First demand bank guarantee												19,407
Product Liability | Second Payment
Other Commitments [Line Items]
Payments for legal settlements							$ 90,000
SNIA | Pending Litigation | SNIA s.p.a
Other Commitments [Line Items]
Compensation sought												3,800,000
Non-privileged creditor, amount | €														€ 454,000
SNIA | Judicial Ruling
Other Commitments [Line Items]
Estimate of possible loss								495,100				495,100			€ 453,600
SNIA | Judicial Ruling | Surety Bond
Other Commitments [Line Items]
First demand bank guarantee			€ 270,000									294,700
Italian MedTech Payback | Pending Litigation
Other Commitments [Line Items]
Estimate of possible loss								$ 7,400				$ 7,400	$ 6,400

v3.23.2

Commitments and Contingencies - Schedule of Product Liability (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Loss Contingency Accrual [Roll Forward]
Less current portion of litigation liability at period end	$ 22,352
Litigation provision liability	3,065
Product Liability
Loss Contingency Accrual [Roll Forward]
Total litigation provision liability at beginning of period	32,487
Payments	(19,407)
Adjustments	12,150
FX and other	187
Total litigation provision liability at end of period	$ 25,417

v3.23.2

Stockholders' Equity - Statement of Stockholders' Equity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)			53,851,979
Beginning balance	$ 1,227,341	$ 1,291,854	$ 1,207,624	$ 1,294,645
Stock-based compensation plans	6,659	12,443	11,919	15,614
Net income	1,155	16,444	8,525	19,437
Other comprehensive loss	$ 5,453	(38,738)	$ 12,540	(47,693)
Ending balance (in shares)	53,903,564		53,903,564
Ending balance	$ 1,240,608	$ 1,282,003	$ 1,240,608	$ 1,282,003
Ordinary Shares
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)	53,854,000	53,764,000	53,852,000	53,762,000
Beginning balance	$ 82,424	$ 82,298	$ 82,424	$ 82,295
Stock-based compensation plans (in shares)	50,000	46,000	52,000	48,000
Stock-based compensation plans	$ 17	$ 61	$ 17	$ 64
Ending balance (in shares)	53,904,000	53,810,000	53,904,000	53,810,000
Ending balance	$ 82,441	$ 82,359	$ 82,441	$ 82,359
Additional Paid-In Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	2,162,928	2,121,098	2,157,724	2,117,961
Stock-based compensation plans	6,418	12,160	11,622	15,297
Ending balance	2,169,346	2,133,258	2,169,346	2,133,258
Treasury Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(319)	(619)	(375)	(650)
Stock-based compensation plans	224	222	280	253
Ending balance	(95)	(397)	(95)	(397)
Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(41,032)	(16,132)	(48,119)	(7,177)
Other comprehensive loss	5,453	(38,738)	12,540	(47,693)
Ending balance	(35,579)	(54,870)	(35,579)	(54,870)
Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(976,660)	(894,791)	(984,030)	(897,784)
Net income	1,155	16,444	8,525	19,437
Ending balance	$ (975,505)	$ (878,347)	$ (975,505)	$ (878,347)

v3.23.2

Stockholders' Equity - Comprehensive Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	$ 1,227,341	$ 1,291,854	$ 1,207,624	$ 1,294,645
Other comprehensive loss before reclassifications, before tax			13,073	(47,524)
Tax benefit			0	0
Other comprehensive loss before reclassifications, net of tax			13,073	(47,524)
Reclassification of gain from accumulated other comprehensive loss, before tax			(533)	(169)
Reclassification of tax benefit			0	0
Reclassification of gain from accumulated other comprehensive loss, after tax			(533)	(169)
Total other comprehensive income (loss)	5,453	(38,738)	12,540	(47,693)
Ending balance	1,240,608	1,282,003	1,240,608	1,282,003
Total
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(41,032)	(16,132)	(48,119)	(7,177)
Total other comprehensive income (loss)	5,453	(38,738)	12,540	(47,693)
Ending balance	(35,579)	(54,870)	(35,579)	(54,870)
Change in Unrealized Gain (Loss) on Derivatives
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			966	(945)
Other comprehensive loss before reclassifications, before tax			(433)	(1,758)
Tax benefit			0	0
Other comprehensive loss before reclassifications, net of tax			(433)	(1,758)
Reclassification of gain from accumulated other comprehensive loss, before tax			(533)	(169)
Reclassification of tax benefit			0	0
Reclassification of gain from accumulated other comprehensive loss, after tax			(533)	(169)
Total other comprehensive income (loss)			(966)	(1,927)
Ending balance	0	(2,872)	0	(2,872)
Foreign Currency Translation Adjustments Gain (Loss)
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			(49,085)	(6,232)
Other comprehensive loss before reclassifications, before tax			13,506	(45,766)
Tax benefit			0	0
Other comprehensive loss before reclassifications, net of tax			13,506	(45,766)
Reclassification of gain from accumulated other comprehensive loss, before tax			0	0
Reclassification of tax benefit			0	0
Reclassification of gain from accumulated other comprehensive loss, after tax			0	0
Total other comprehensive income (loss)			13,506	(45,766)
Ending balance	$ (35,579)	$ (51,998)	$ (35,579)	$ (51,998)

v3.23.2

Stock-Based Incentive Plans - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jun. 29, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement, vesting period		4 years
Share-based compensation arrangement, compensation cost	$ 2.4	$ 2.5
2015 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement, number of shares available for grant (in shares)	8,977	8,977
Market performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement, vesting period		3 years
Operating performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement, vesting period		3 years
Options | 2022 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement, number of shares available for grant (in shares)	1,376,623	1,376,623
Options | A&R 2022 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement, number of shares available for grant (in shares)	2,250,000	2,250,000	1,900,000
Other Than Option, Awards | 2022 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement, number of shares available for grant (in shares)	914,340	914,340
Other Than Option, Awards | A&R 2022 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement, number of shares available for grant (in shares)	1,500,000	1,500,000	1,200,000

v3.23.2

Stock-Based Incentive Plans - Compensation Expense (Details) - Continuing Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 5,711	$ 11,509	$ 16,290	$ 21,765
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	4,696	5,882	10,413	11,226
SARs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	3,706	3,720	6,827	6,658
Market performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	(1,560)	1,003	(679)	1,854
Operating performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	(1,429)	611	(859)	1,396
Employee share purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 298	$ 293	$ 588	$ 631

v3.23.2

Stock-Based Incentive Plans - Executed Agreements (Details) shares in Thousands	6 Months Ended
	Jun. 30, 2023 $ / shares shares
SARs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares (in shares) | shares	974,204
Weighted average grant date fair value (in dollars per share) | $ / shares	$ 19.44
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares (in shares) | shares	499,301
Weighted average grant date fair value (in dollars per share) | $ / shares	$ 42.79
Market performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares (in shares) | shares	94,561
Weighted average grant date fair value (in dollars per share) | $ / shares	$ 38.95
Operating performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares (in shares) | shares	94,556
Weighted average grant date fair value (in dollars per share) | $ / shares	$ 42.30

v3.23.2

Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Effective tax rate (percent)	77.60%	13.20%	43.00%	20.60%
Unrecognized tax benefits	$ 0.5		$ 0.5		$ 1.6

v3.23.2

Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
Basic weighted average shares outstanding (in shares)	53,803	53,506	53,713	53,420
Add effects of share-based compensation instruments (in shares)	174	574	229	724
Diluted weighted average shares outstanding (in shares)	53,977	54,080	53,942	54,144

v3.23.2

Earnings Per Share - Narrative (Details) - shares shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stock Compensation Plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount (in shares)	3.5	2.2	3.4	2.2

v3.23.2

Geographic and Segment Information - Narrative (Details)	6 Months Ended
	Jun. 30, 2023 geographic_region segment
Segment Reporting [Abstract]
Reportable segments | segment	3
Number of geographic regions in which entity operates | geographic_region	3

v3.23.2

Geographic and Segment Information - Revenue by Operating Segment & Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Net revenue	$ 293,882	$ 254,151	$ 557,300	$ 494,326
Operating Segments | Cardiopulmonary
Segment Reporting Information [Line Items]
Net revenue	150,603	125,820	282,675	242,895
Operating Segments | Neuromodulation
Segment Reporting Information [Line Items]
Net revenue	133,181	117,795	253,904	228,022
Operating Segments | Advanced Circulatory Support
Segment Reporting Information [Line Items]
Net revenue	9,417	9,352	19,259	21,035
Other Revenue
Segment Reporting Information [Line Items]
Net revenue	681	1,184	1,462	2,374
United States
Segment Reporting Information [Line Items]
Net revenue	159,973	138,086	300,240	274,355
United States | Operating Segments | Cardiopulmonary
Segment Reporting Information [Line Items]
Net revenue	46,711	37,865	82,825	75,961
United States | Operating Segments | Neuromodulation
Segment Reporting Information [Line Items]
Net revenue	104,065	91,431	198,554	178,641
United States | Operating Segments | Advanced Circulatory Support
Segment Reporting Information [Line Items]
Net revenue	9,197	8,790	18,861	19,753
United States | Other Revenue
Segment Reporting Information [Line Items]
Net revenue	0	0	0	0
Europe
Segment Reporting Information [Line Items]
Net revenue	54,459	47,372	104,102	92,498
Europe | Operating Segments | Cardiopulmonary
Segment Reporting Information [Line Items]
Net revenue	39,169	33,159	75,452	65,226
Europe | Operating Segments | Neuromodulation
Segment Reporting Information [Line Items]
Net revenue	15,125	13,710	28,405	26,166
Europe | Operating Segments | Advanced Circulatory Support
Segment Reporting Information [Line Items]
Net revenue	165	503	245	1,106
Europe | Other Revenue
Segment Reporting Information [Line Items]
Net revenue	0	0	0	0
Rest of World
Segment Reporting Information [Line Items]
Net revenue	79,450	68,693	152,958	127,473
Rest of World | Operating Segments | Cardiopulmonary
Segment Reporting Information [Line Items]
Net revenue	64,723	54,796	124,398	101,708
Rest of World | Operating Segments | Neuromodulation
Segment Reporting Information [Line Items]
Net revenue	13,991	12,654	26,945	23,215
Rest of World | Operating Segments | Advanced Circulatory Support
Segment Reporting Information [Line Items]
Net revenue	55	59	153	176
Rest of World | Other Revenue
Segment Reporting Information [Line Items]
Net revenue	$ 681	$ 1,184	$ 1,462	$ 2,374

v3.23.2

Geographic and Segment Information - Reconciliation of Segment (Loss) Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Other income and expense		$ (26,733)	$ (57,886)	$ (56,163)
Operating income	$ 17,376	31,756	15,034	41,261
Interest expense	(14,809)	(14,388)	(28,246)	(22,228)
Foreign exchange and other income/(expense)	2,713	1,633	28,260	5,537
Income before tax	5,280	19,001	15,048	24,570
Continuing Operations
Segment Reporting Information [Line Items]
Segment income	44,779	58,489	72,920	97,424
Other income and expense	(27,403)
Operating income	17,376	31,756	15,034	41,261
Operating Segments | Cardiopulmonary | Continuing Operations
Segment Reporting Information [Line Items]
Segment income	11,381	3,644	18,965	10,539
Operating Segments | Neuromodulation | Continuing Operations
Segment Reporting Information [Line Items]
Segment income	38,148	51,360	65,154	88,838
Operating Segments | Advanced Circulatory Support | Continuing Operations
Segment Reporting Information [Line Items]
Segment income	$ (4,750)	$ 3,485	$ (11,199)	$ (1,953)

v3.23.2

Geographic and Segment Information - Assets & Expenditures by Segments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Assets	$ 2,341,555		$ 2,341,555		$ 2,294,773
Continuing Operations
Segment Reporting Information [Line Items]
Capital expenditures	6,055	$ 5,863	13,906	$ 11,443
Operating Segments | Cardiopulmonary | Continuing Operations
Segment Reporting Information [Line Items]
Assets	909,837		909,837		874,143
Capital expenditures	2,543	3,213	7,341	5,042
Operating Segments | Neuromodulation | Continuing Operations
Segment Reporting Information [Line Items]
Assets	642,041		642,041		646,633
Capital expenditures	133	46	492	130
Operating Segments | Advanced Circulatory Support | Continuing Operations
Segment Reporting Information [Line Items]
Assets	116,229		116,229		121,454
Capital expenditures	708	0	845	684
Other | Continuing Operations
Segment Reporting Information [Line Items]
Assets	673,448		673,448		$ 652,543
Capital expenditures	$ 2,671	$ 2,604	$ 5,228	$ 5,587

v3.23.2

Geographic and Segment Information - Changes in Carrying Amount of Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Goodwill
Goodwill, beginning	$ 768,787
Foreign currency adjustments	10,425
Goodwill, ending	779,212
Cardiopulmonary
Goodwill
Goodwill, beginning	370,033
Foreign currency adjustments	10,425
Goodwill, ending	380,458
Neuromodulation
Goodwill
Goodwill, beginning	398,754
Foreign currency adjustments	0
Goodwill, ending	$ 398,754

v3.23.2

Geographic and Segment Information - Geographic Areas (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Property, plant and equipment, net	$ 149,568	$ 147,187
United States
Segment Reporting Information [Line Items]
Property, plant and equipment, net	66,360	63,458
Europe
Segment Reporting Information [Line Items]
Property, plant and equipment, net	79,102	79,654
Rest of World
Segment Reporting Information [Line Items]
Property, plant and equipment, net	$ 4,106	$ 4,075

v3.23.2

Supplemental Financial Information - Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Raw materials	$ 86,929	$ 70,027
Work-in-process	18,521	15,508
Finished goods	50,996	43,844
Inventory, Net	$ 156,446	$ 129,379

v3.23.2

Supplemental Financial Information - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Receivables [Abstract]
Provision for obsolescence	$ 11.2	$ 8.2
Contract liability	$ 15.6	$ 14.1

v3.23.2

Supplemental Financial Information - Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Legal and professional costs	$ 12,071	$ 8,653
Contract liabilities	11,042	10,226
Operating lease liabilities	9,851	9,379
Interest payable	7,493	0
Research and development costs	6,043	7,020
Italian medical device payback law	7,401	6,414
Royalty accrual	4,362	3,950
Provisions for agents, returns and other	4,432	1,678
Current derivative liabilities	113	5,886
Restructuring liabilities	904	2,045
Other accrued expenses	18,326	26,230
Accrued liabilities and other	$ 82,038	$ 81,481

v3.23.2

Supplemental Financial Information - Foreign Exchange (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Foreign exchange rate fluctuations	$ (1,230)	$ 341	$ (1,008)	$ 3,132
Interest income	5,528	57	10,064	77
Other	(185)	(226)	(407)	(261)
Foreign exchange and other income/(expense)	2,713	1,633	28,260	5,537
Senior Notes | Embedded Exchange Feature Derivative Liability
Debt Instrument [Line Items]
Changes in fair value	(12,420)	36,570	31,970	47,610
Capped call derivatives | Capped Call Derivative Asset
Debt Instrument [Line Items]
Changes in fair value	$ 11,020	$ (35,109)	$ (12,359)	$ (45,021)

v3.23.2

Supplemental Financial Information - Cash, Cash Equivalents, Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Receivables [Abstract]
Cash and cash equivalents	$ 222,935	$ 214,172
Restricted cash	311,425	301,446
Cash, cash equivalents and restricted cash	$ 534,360	$ 515,618	$ 406,769	$ 207,992

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