0001639691-25-000010 | 10-K | XBRL Viewer

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Fair Value Measurements - Schedule of Stock Price Volatility, Fair Value, and Hypothetical Changes (Details) - Stock Price Volatility	Dec. 31, 2024	Dec. 31, 2023
2025 Notes \| Capped call derivatives
Derivative Asset [Abstract]
Measurement input	0.37	0.38
2025 Notes \| Embedded derivative
Derivative Liability [Abstract]
Measurement input	0.37	0.38
2029 Notes \| Capped call derivatives
Derivative Asset [Abstract]
Measurement input	0.35
2029 Notes \| Embedded derivative
Derivative Liability [Abstract]
Measurement input	0.35

Geographic and Segment Information (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following table presents net revenue by operating segment and geographic region (in thousands):


	2024		2023		2022
Cardiopulmonary
United States	$	242,463	$	202,358	$	171,632
Europe (1)	168,024		157,414		128,545
Rest of World (1)	273,025		244,340		214,021
	683,512		604,112		514,198
Neuromodulation
United States	441,022		407,493		374,542
Europe (1)	54,899		57,435		50,291
Rest of World (1)	58,302		54,782		52,160
	554,223		519,710		476,993
Other Revenue (2)	15,702		29,723		30,614
Totals (3) (4)
United States	695,083		635,044		571,558
Europe (1)	220,032		214,792		178,802
Rest of World (1)	338,322		303,709		271,445
	$	1,253,437	$	1,153,545	$	1,021,805

(1)“Europe” includes the UK, Germany, France, Italy, the Netherlands, Spain, Belgium, Poland, Sweden, Switzerland, Austria, Norway, Portugal, Finland, and Denmark. Excluding Europe and the U.S., “Rest of World” includes all other countries where LivaNova operates.

(2)“Other Revenue” includes revenue from the Company’s former ACS reportable segment, as discussed above, as well as rental and site services income not allocated to segments.

(3)Net revenue to external customers includes $48.9 million, $41.5 million, and $32.3 million in the UK, LivaNova’s country of domicile, for the years ended December 31, 2024, 2023, and 2022, respectively.

(4)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.

LivaNova defines segment income as operating income before restructuring expense, amortization of intangible assets, the Saluggia site provision, merger and integration expense, and other income and expense not allocated to segments. Other income and expense not allocated to segments primarily includes corporate expense, rental income, and the results of LivaNova’s former ACS reportable segment, as discussed above. LivaNova’s CODM is the Company’s CEO, who is regularly provided the results comprising segment income to make strategic business decisions, including, but not limited to, evaluation of the Company’s business portfolio, R&D investment decisions, and consideration of the Company’s organizational structure.

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


	2024		2023		2022
Cardiopulmonary	$	76,848	$	26,407	$	17,106
Neuromodulation	195,309		153,384		172,775
Segment income	272,157		179,791		189,881
Other income/(expense)	(143,106)		(248,289)		(266,633)


Operating income (loss)	129,051		(68,498)		(76,752)
Interest expense (1)	(63,070)		(58,853)		(48,250)
Loss on debt extinguishment	(25,482)		—		—
Foreign exchange and other income/(expense)	47,811		46,125		49,860
Income (loss) before tax	$	88,310	$	(81,226)	$	(75,142)

(1)Interest expense includes contractual interest expense associated with LivaNova’s short- and long-term financing arrangements and the amortization of debt discount and issuance costs of $21.6 million, $19.1 million, and $21.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.

The following table presents the components of segment income, including significant expenses, of LivaNova’s reportable segments (in thousands):


	Cardiopulmonary						Neuromodulation
	2024		2023		2022		2024		2023		2022
Net revenue	$	683,512	$	604,112	$	514,198	$	554,223	$	519,710	$	476,993
Less:
Cost of sales	316,937		290,929		251,858		50,236		50,213		31,618
Selling, general, and administrative	217,136		207,001		168,601		187,649		175,273		158,977
Research and development	52,904		45,255		42,112		121,029		140,840		113,623
3T litigation provision	19,687		34,520		34,521		—		—		—
	$	76,848	$	26,407	$	17,106	$	195,309	$	153,384	$	172,775

The following table presents assets by reportable segment (in thousands):


	December 31,
	2024		2023
Cardiopulmonary	$	900,672	$	961,976
Neuromodulation	640,956		647,391
Other assets (1)	964,761		820,196
	$	2,506,389	$	2,429,563

(1)“Other assets” primarily include corporate assets not allocated to segments.

The following table presents capital expenditures by segment (in thousands):


	2024		2023		2022
Cardiopulmonary	$	28,089	$	22,367	$	13,828
Neuromodulation	4,244		1,201		369
Other capital expenditures (1)	17,621		11,539		12,395
	$	49,954	$	35,107	$	26,592

(1)“Other capital expenditures” primarily includes corporate capital expenditures not allocated to segments and capital expenditures of LivaNova’s former ACS reportable segment.

Schedule of Long-lived Assets by Geographic Areas

The following table presents property, plant, and equipment, net (1) by geographic region (in thousands):


	December 31,
	2024		2023
United States	$	65,170	$	62,701
Europe	94,394		85,606
Rest of World	10,696		5,874
	$	170,260	$	154,181

(1)No country’s property, plant and equipment, net exceeded 10% of LivaNova’s consolidated property, plant and equipment, net except for the U.S. and Italy. Italian plant, property and equipment, net included within Europe was $73.7 million and $69.9 million as of December 31, 2024 and 2023, respectively.

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table presents the basic and diluted earnings per share:


	2024		2023		2022
Basic income (loss) per share	$	1.17	$	0.33	$	(1.61)
Diluted income (loss) per share	1.16		0.32		(1.61)

The following table presents the reconciliations of net income (loss) and weighted-average shares outstanding used in the calculations of basic and diluted earnings per share (in thousands):


	2024		2023		2022
Numerator: (1)
Net income (loss) - basic and diluted	$	63,234	$	17,546	$	(86,246)

Denominator: (1)
Weighted-average shares outstanding - basic	54,240		53,939		53,472
Add: Dilutive effect of share-based compensation and convertible debt instruments (2)	334		273		—
Weighted-average shares outstanding - diluted	54,574		54,212		53,472

(1)For the year ended December 31, 2024, the 2029 Notes were outstanding and potentially dilutive securities, but were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive.

(2)Excluded from the computation of diluted earnings per share for the years ended December 31, 2024, 2023, and 2022 were shares for stock options, SARs, and RSUs totaling 2.8 million, 3.0 million, and 3.9 million, respectively, because to include them would have been anti-dilutive under the treasury stock method.

Restructuring

12 Months Ended

Dec. 31, 2024

Restructuring and Related Activities [Abstract]

Restructuring

Note 4. Restructuring

From time to time, LivaNova initiates restructuring plans to leverage economies of scale, streamline distribution and logistics, and strengthen operational and administrative effectiveness to reduce overall costs.

During the second quarter of 2022, management committed to implement a cost-optimization and cost reduction program to adapt to current economic conditions, which included a workforce reduction to be completed by mid-2023. LivaNova recognized restructuring expense under the 2022 Restructuring Plan of $0.9 million and $6.6 million during the years ended December 31, 2023 and 2022, respectively. The total estimated restructuring costs associated with the plan were approximately $10 million, including employee termination benefits, consulting fees, and contract termination costs.

On January 5, 2024, the Board of Directors of LivaNova PLC approved the 2024 Restructuring Plan to enhance the Company’s focus on its core Cardiopulmonary and Neuromodulation segments. The main component of the 2024 Restructuring Plan was to wind down the ACS segment, which was substantially completed in 2024. LivaNova recognized restructuring expense under the 2024 Restructuring Plan of $0.1 million in other operating expenses, and $12.6 million for inventory obsolescence in cost of sales on its consolidated statements of income (loss) during the year ended December 31, 2023. Additionally, the Company determined that it was more likely than not that the carrying amounts associated with the ACS segment, including the long-lived assets (asset group), may not be recoverable. This was determined to be a triggering event occurring in the fourth quarter

of 2023 requiring an impairment assessment, based on certain factors, including the results of an updated long-term financial outlook for the ACS segment.

As such, LivaNova recorded impairments of the following long-lived assets during the year ended December 31, 2023, included within impairment of long-lived assets on its consolidated statements of income (loss) (in thousands):


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

As of December 31, 2024, the 2024 Restructuring Plan was substantially complete. LivaNova incurred pre-tax restructuring charges of $13.4 million related to this plan, primarily comprised of severance expenses and retention bonuses. Minimal residual activities and expenses are expected, though estimates remain subject to change.

The following table presents a reconciliation of the beginning and ending balance of the accruals and other reserves recorded in connection with LivaNova’s restructuring plans included in accounts payable and accrued liabilities and other on the consolidated balance sheets (in thousands):


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

The following table presents restructuring expense by reportable segment (in thousands):


	2024		2023		2022
Cardiopulmonary	$	—	$	(55)	$	697
Neuromodulation	—		504		2,651
Other (1)	13,356		507		3,263
	$	13,356	$	956	$	6,611

(1)“Other” primarily includes restructuring expense not allocated to segments.

CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Net revenue	$ 1,253,437	$ 1,153,545	$ 1,021,805
Cost of sales	382,564	382,295	314,577
Gross profit	870,873	771,250	707,228
Operating expenses:
Selling, general, and administrative	526,265	518,129	469,243
Research and development	182,514	193,817	155,805
Impairment of goodwill	0	0	129,396
Impairment of long-lived assets	0	89,974	0
Other operating expenses	33,043	37,828	29,536
Operating income (loss)	129,051	(68,498)	(76,752)
Interest expense	(63,070)	(58,853)	(48,250)
Loss on debt extinguishment	(25,482)	0	0
Foreign exchange and other income/(expense)	47,811	46,125	49,860
Income (loss) before tax	88,310	(81,226)	(75,142)
Income tax expense (benefit)	25,058	(98,876)	11,051
Loss from equity method investments	(18)	(104)	(53)
Net income (loss)	$ 63,234	$ 17,546	$ (86,246)
Basic income (loss) per share (in dollars per share)	$ 1.17	$ 0.33	$ (1.61)
Diluted income (loss) per share (in dollars per share)	$ 1.16	$ 0.32	$ (1.61)
Shares used in computing basic income (loss) per share (in shares)	54,240	53,939	53,472
Shares used in computing diluted income (loss) per share (in shares)	54,574	54,212	53,472

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Ordinary Shares	Additional Paid-In Capital	Treasury Stock	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021		53,762,000
Beginning balance at Dec. 31, 2021	$ 1,294,645	$ 82,295	$ 2,117,961	$ (650)	$ (7,177)	$ (897,784)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation plans (in shares)		90,000
Stock-based compensation plans	40,167	$ 129	39,763	275
Net (loss) income	(86,246)					(86,246)
Other comprehensive (loss) income	(40,942)				(40,942)
Ending balance (in shares) at Dec. 31, 2022		53,852,000
Ending balance at Dec. 31, 2022	1,207,624	$ 82,424	2,157,724	(375)	(48,119)	(984,030)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation plans (in shares)		90,000
Stock-based compensation plans	32,222	$ 109	31,793	320
Net (loss) income	17,546					17,546
Other comprehensive (loss) income	$ 20,236				20,236
Ending balance (in shares) at Dec. 31, 2023	53,942,151	53,942,000
Ending balance at Dec. 31, 2023	$ 1,277,628	$ 82,533	2,189,517	(55)	(27,883)	(966,484)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation plans (in shares)		496,000
Stock-based compensation plans	31,683	$ 623	31,141	(81)
Net (loss) income	63,234					63,234
Other comprehensive (loss) income	$ (52,287)				(52,287)
Ending balance (in shares) at Dec. 31, 2024	54,437,670	54,438,000
Ending balance at Dec. 31, 2024	$ 1,320,258	$ 83,156	$ 2,220,658	$ (136)	$ (80,170)	$ (903,250)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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+ Details

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Financing Arrangements - Narrative (Details)					1 Months Ended	12 Months Ended
Financing Arrangements - Narrative (Details)	Mar. 08, 2024 USD ($) $ / shares	Apr. 06, 2023 USD ($)	Jul. 06, 2022 USD ($)	Jun. 17, 2020 USD ($)	Jun. 30, 2020 USD ($)	Dec. 31, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 07, 2024 USD ($)	Aug. 13, 2021 USD ($)
Debt Instrument [Line Items]
Repayment of long-term debt obligations						$ 247,546,000	$ 21,624,000	$ 223,541,000
Loss on debt extinguishment						25,482,000	0	0
Proceeds from long-term debt obligations						335,513,000	50,000,000	$ 507,547,000
Revolving Credit Facility
Debt Instrument [Line Items]
Borrowed funds						$ 0	0
Capped call derivatives \| 2029 Notes
Debt Instrument [Line Items]
Conversion price (in dollars per share) \| $ / shares						$ 69.40
Capped call derivatives \| 2025 Notes
Debt Instrument [Line Items]
Proceeds from derivative assets settled	$ 22,500,000				$ 22,500,000
Conversion price (in dollars per share) \| $ / shares						$ 60.98
Senior Notes
Debt Instrument [Line Items]
Redemption, maximum number of trading days to redeem						51 days
Senior Notes \| 2029 Notes
Debt Instrument [Line Items]
Effective interest rate (as a percent)						9.84%
Line of credit facility, maximum borrowing capacity						$ 45,000,000
Debt discounts and issuance costs	99,600,000
Unamortized discount (premium), net						$ 87,000,000
Debt instrument, face amount	$ 345,000,000
Interest rate (as a percent)	2.50%					2.50%
Proceeds from long-term debt obligations						$ 332,100,000
Unamortized discount	$ 87,500,000
Debt issuance costs, net	$ 12,100,000
Redemption price, percentage of exchange price						130.00%
Redemption, threshold trading days	20 days					20 days
Redemption, threshold consecutive trading days	30 days					30 days
Minimum holding percentage of aggregate principal amount (as a percent)	25.00%
Conversion ratio	0.0144085
Senior Notes \| 2025 Notes
Debt Instrument [Line Items]
Effective interest rate (as a percent)						9.95%
Debt discounts and issuance costs				$ 82,000,000
Unamortized discount (premium), net	$ 5,800,000					$ 3,600,000	32,000,000
Debt instrument, face amount				$ 287,500,000
Interest rate (as a percent)				3.00%		3.00%
Aggregate principal amount repurchased	230,000,000				$ 230,000,000
Repayment of long-term debt obligations	$ 270,500,000
Proceeds from long-term debt obligations				$ 278,000,000
Unamortized discount				75,000,000
Debt issuance costs, net				$ 7,000,000
Redemption price, percentage of exchange price	130.00%					130.00%
Redemption price, per share of exchange price (in dollars per share) \| $ / shares	$ 90.22
Redemption, threshold trading days						20 days
Redemption, threshold consecutive trading days						30 days
Conversion price (in dollars per share) \| $ / shares						$ 79.27
Option to exchange, price per share (in dollars per share) \| $ / shares						$ 60.98
Redemption price, percentage						100.00%
Conversion ratio						0.016398
Revolving Credit Facility
Debt Instrument [Line Items]
Short-term debt						$ 700,000	$ 600,000
Line of credit facility, maximum borrowing capacity	$ 225,000,000								$ 125,000,000	$ 225,000,000
Commitment fee (as a percent)						0.50%	0.50%
Revolving Credit Facility \| Initial Term Facility
Debt Instrument [Line Items]
Effective interest rate (as a percent)						6.53%
Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Debt instrument, term			5 years
Line of credit facility, maximum borrowing capacity			$ 350,000,000
Days to maturity			91 days
Debt instrument, basis spread on variable rate						3.25%
Discount rate (as a percent)			1.50%
Amortization percentage, year one (as a percent)						1.90%
Amortization percentage, year two (as a percent)						5.00%
Amortization percentage, year three (as a percent)						5.00%
Amortization percentage, year four (as a percent)						7.50%
Amortization percentage, year five (as a percent)						10.00%
Debt discounts and issuance costs						$ 9,600,000
Unamortized discount (premium), net						$ 4,800,000	$ 6,800,000
Revolving Credit Facility \| Line of Credit \| Initial Term Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity			$ 300,000,000
Revolving Credit Facility \| Line of Credit \| Delayed Draw Term Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity			$ 50,000,000
Proceeds from line of credit		$ 50,000,000
Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Effective interest rate (as a percent)						4.64%	4.64%
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										2.00

Supplemental Financial Information - Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 71,949	$ 81,878
Work-in-process	12,322	12,901
Finished goods	63,295	53,108
Total inventories	147,566	147,887
Provision for obsolescence	$ 16,400	$ 24,400

Commitments and Contingencies

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 11. 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 performs ordinary maintenance, secures the facilities, monitors air and water quality, and files applicable reports with the competent environmental authorities.

In 2020, LSM received correspondence from ISIN 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. The national 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.

Although there is no legal obligation to 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 December 31, 2024 was $36.7 million (€35.4 million), which represents the estimated low end of the range of loss, with an estimated maximum end of the range of loss of $49.2 million (€47.4 million). The estimated liability as of December 31, 2023 was $39.7 million (€35.8 million).

SNIA Environmental Litigation

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 $3.6 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 Italian 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, the 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 Italian 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 €292,000 ($303,000 as of December 31, 2024) 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 spin-off of Sorin from SNIA in 2024, an estimated €572.1 million ($593.7 million as of December 31, 2024). 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 €453.6 million ($470.7 million as of December 31, 2024). 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 ($280.2 million as of December 31, 2024) within 30 calendar days, and on March 21, 2022, LivaNova delivered the guarantee, thereby satisfying the condition. For additional information on the financing of the guarantee, refer to “Note 18. Supplemental Financial Information.”

In 2022, in response to one of a number of appeals asserted by LivaNova, the Italian Supreme Court issued an ordinance, a procedural document, whereby the Italian Supreme Court referred a question on interpretation of a European directive on demergers to the ECJ. Specifically, the ordinance asked 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. On July 29, 2024, the ECJ issued a judgment in response to the ordinance. The ECJ judgment states that a demerged company can be held responsible for liabilities not established prior to a demerger as long as the liabilities derive from the conduct of a demerged company prior to the demerger. The ECJ judgment also states that national law should determine whether liability for damages stemming from

conduct after a demerger can be assigned to a demerged company. The Italian Supreme Court is scheduled to hold a public hearing on February 26, 2025. While the Company does not anticipate a decision at the hearing, it expects a decision in response to all of the appeals of LivaNova and counter-appeals submitted by the Public Administrations during the first half of 2025. LivaNova has not recognized a liability in connection with this matter because any potential loss is not currently probable.

Product Liability Litigation

The Company continues to be involved in litigation involving LivaNova’s 3T device. The litigation includes the cases remaining in the MDL, various U.S. state court cases, and claims in jurisdictions outside the United States. As of February 25, 2025, the Company was aware of approximately 60 filed and unfiled claims worldwide. 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 years ended December 31, 2024, 2023, and 2022, LivaNova recorded an additional liability of $19.7 million, $34.5 million, and $22.3 million, respectively, upon receipt of new information regarding the nature of certain claims. As of December 31, 2024, the provision for these matters was $15.8 million. While the amount accrued represents LivaNova’s best estimate for those worldwide filed and unfiled claims of which LivaNova is aware and believes are both probable and estimable at this time, the actual liability for resolution of these matters may vary from the Company’s provision. For any claims where a potential loss is not determined to be probable, or a potential loss or range of potential loss is not reasonably estimable at this time, a provision has not been recorded.

The following table presents the changes in the litigation provision liability for the years ended December 31, 2024, 2023, and 2022 (in thousands):


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

(1)Adjustments to the litigation provision are included in other operating expenses on the consolidated statements of income (loss).

(2)Included in other long-term liabilities on the consolidated balance sheets.

Italian MedTech Payback Measure

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 August 2022, a decree was published which provided guidance and timetables for the rule. In response, LivaNova filed an appeal at the Administrative Court against the Decree of the Ministry of Health, assessing the amount payable and against the payback law. LivaNova also filed appeals against the regions requesting payments. In August 2023, the Administrative Court upheld LivaNova’s request to suspend the effect of the requests for payment by the regions, pending the decision by the Administrative Court on the merits of the case. In November 2023, the Administrative Court, in a separate matter, asked the Constitutional Court whether the payback law was compliant with the Italian Constitution and pending the decision by the Constitutional Court, all cases brought by medical device companies in this matter were suspended. On July 22, 2024, the Constitutional Court

determined that the payback law is compliant with the Italian Constitution and that companies may reduce their payment obligations between 2015-2018 to 48% of the amount originally charged to companies. Based on market and product information, as previously disclosed, and the recent ruling by the Constitutional Court, the amount reserved for this matter was $16.0 million and $8.2 million as of December 31, 2024 and 2023, respectively, and is included in accrued liabilities and other in the consolidated balance sheets. However, the actual liability could vary. Amounts recognized associated with the Italian MedTech payback measure are recorded as a reduction to net revenue in the consolidated statements of income (loss).

Cyber Litigation

In connection with the cybersecurity incident initially reported on November 20, 2023, LivaNova USA was named as a defendant in six putative class action lawsuits filed in the United States District Court for the Southern District of Texas in June and July 2024. Those cases were consolidated in a single action, and the plaintiffs filed against LivaNova USA a consolidated class action complaint, which asserted claims of negligence, breach of contract, and violation of various state consumer protection laws. The plaintiffs sought damages, equitable/injunctive relief, and attorney’s fees, costs, and expenses, among other relief. The parties entered into mediation and have agreed to a settlement, for which the Company recorded an accrual of $1.2 million during the quarter ended September 30, 2024. The settlement has received preliminary approval from the Court, and the Company expects all settlement activities to be completed in 2025.

In addition, HHS’s Office for Civil Rights is investigating the incident pursuant to its authority to enforce the HIPAA rules regarding privacy, security, and breach notification. The Office for Civil Rights issued a request for information regarding the Company’s response to the incident and the Company’s compliance with HIPAA rules, to which the Company responded. The Office for Civil Rights may issue additional requests for information and documentation. In connection with its investigation, the Office for Civil Rights may, among other measures, seek to impose civil monetary penalties against LivaNova and seek to require that the Company implement a corrective action plan.

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 results of operations, financial position, or liquidity.

Earnings Per Share - Schedule of Basic and Diluted Earnings per Share (Details) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Basic income (loss) per share (in dollars per share)	$ 1.17	$ 0.33	$ (1.61)
Diluted income (loss) per share (in dollars per share)	$ 1.16	$ 0.32	$ (1.61)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

Goodwill and Intangible Assets - Schedule of Finite-Lived and Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-lived intangible assets:
Total gross finite-lived intangible assets	$ 289,648	$ 304,739
Total accumulated amortization	164,354	155,567
Net finite-lived intangible assets	125,294	149,172
Indefinite-lived intangible assets:
Goodwill	750,006	782,941	$ 768,787	$ 899,525
Total indefinite-lived intangible assets	862,006	894,947
In-process research and development
Indefinite-lived intangible assets:
IPR&D	112,000	112,006
Customer relationships
Finite-lived intangible assets:
Total gross finite-lived intangible assets	178,616	187,196
Total accumulated amortization	90,895	84,647
Developed technology
Finite-lived intangible assets:
Total gross finite-lived intangible assets	97,858	103,490
Total accumulated amortization	60,315	56,921
Trade names
Finite-lived intangible assets:
Total gross finite-lived intangible assets	12,453	13,280
Total accumulated amortization	12,453	13,280
Other intangible assets
Finite-lived intangible assets:
Total gross finite-lived intangible assets	721	773
Total accumulated amortization	$ 691	$ 719

Employee Retirement Plans - Schedule of Net Periodic Benefit Cost of the Plans (Details) - Pension Plan - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
U.S. Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Interest cost	$ 347	$ 409	$ 254
Expected return on plan assets	(289)	(209)	(298)
Settlement and curtailment loss	0	0	731
Amortization of net actuarial loss	148	233	262
Net periodic benefit cost	206	433	949
Non-U.S. Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	225	239	259
Interest cost	205	239	83
Expected return on plan assets	20	78	80
Amortization of net actuarial loss	(208)	86	(831)
Net periodic benefit cost	$ 242	$ 642	$ (409)

Geographic and Segment Information - Assets by Reportable Segment (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Assets	$ 2,506,389	$ 2,429,563
Operating Segments \| Cardiopulmonary
Segment Reporting Information [Line Items]
Assets	900,672	961,976
Operating Segments \| Neuromodulation
Segment Reporting Information [Line Items]
Assets	640,956	647,391
Other
Segment Reporting Information [Line Items]
Assets	$ 964,761	$ 820,196

- Definition

Amount of asset recognized for present right to economic benefit.

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+ Details

Stock-Based Incentive Plans - Schedule of Allocation of Share-Based Compensation Costs by Type of Arrangement (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 33,933	$ 36,352	$ 44,809
Service-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	17,383	20,493	21,563
Service-based SARs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	12,650	13,710	14,065
Market performance-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	1,402	866	4,651
Operating performance-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	1,323	162	3,338
Employee share purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 1,175	$ 1,121	$ 1,192

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
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

Supplemental Financial Information - Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Legal and professional costs	$ 17,379	$ 17,794
Italian MedTech payback measure	15,981	8,223
Contract liabilities	10,848	10,725
Interest payable	9,479	7,840
Operating lease liabilities	9,040	8,362
Provisions for agents, returns, and other	6,744	4,464
Research and development costs	6,167	2,462
Royalty accrual	4,466	4,441
Current derivative liabilities	2,915	3,883
Restructuring liabilities	2,003	911
Contingent consideration	0	13,750
Other accrued expenses	33,463	24,446
Total accrued liabilities and other	$ 118,485	$ 107,301

Commitments and Contingencies - Narrative (Details) € in Thousands, $ in Thousands		12 Months Ended
	Feb. 21, 2022 EUR (€)	Dec. 31, 2024 USD ($) lawsuit	Dec. 31, 2024 EUR (€)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2020	Dec. 31, 2016 EUR (€)	Feb. 25, 2025 claim	Dec. 31, 2024 EUR (€) lawsuit	Sep. 30, 2024 USD ($)	Dec. 31, 2023 EUR (€)	Apr. 30, 2022 EUR (€)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 EUR (€)	Mar. 05, 2019 EUR (€)
Other Commitments [Line Items]
Reimbursed legal fees		$ 303					€ 292
Saluggia, Italy
Other Commitments [Line Items]
Period to demonstrate financial capacity (in years)						5 years
Estimate of possible loss		36,700		$ 39,700					€ 35,400		€ 35,800
Saluggia, Italy \| Maximum
Other Commitments [Line Items]
Estimated litigation provision		49,200	€ 47,400
Subsequent Event
Other Commitments [Line Items]
Number of claims \| claim								60
Pending Litigation
Other Commitments [Line Items]
Estimate of possible loss		593,700
Judicial Ruling
Other Commitments [Line Items]
Estimate of possible loss \| €															€ 572,100
SNIA \| Judicial Ruling
Other Commitments [Line Items]
Estimate of possible loss		470,700												€ 453,600
Payment period	30 days
SNIA \| Judicial Ruling \| Surety Bond
Other Commitments [Line Items]
Bond required to be posted	€ 270,000	280,200
SNIA \| SNIA s.p.a \| Pending Litigation
Other Commitments [Line Items]
Compensation sought		3,600,000
Non-privileged creditor, amount \| €												€ 454,000
Product Liability
Other Commitments [Line Items]
Bond required to be posted		17,412		53,652	$ 28,867
3T litigation provision		19,700		34,500	22,300
Loss contingency accrual		15,843		13,860	$ 32,487								$ 39,470
Italian MedTech Payback \| Pending Litigation
Other Commitments [Line Items]
Estimate of possible loss		$ 16,000		$ 8,200
Cyber Litigation \| Pending Litigation
Other Commitments [Line Items]
Number of claims \| lawsuit		6							6
Loss contingency accrual		$ 1,200								$ 1,200

Employee Retirement Plans - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Employer contributions	$ 1.5	$ 1.4	$ 0.6
Estimated future contributions	0.1
Defined contribution plan expense	$ 9.6	$ 11.1	$ 9.0

Leases - Schedule of Contractual Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Leases [Abstract]
2025	$ 11,392
2026	8,468
2027	7,206
2028	5,795
2029	4,887
Thereafter	25,459
Total lease payments	63,207
Less: Amount representing interest	14,062
Present value of lease liabilities	$ 49,145

Supplemental Financial Information (Tables)

12 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Inventories

The following table presents the components of inventories (in thousands):


	December 31,
	2024		2023
Raw materials	$	71,949	$	81,878
Work-in-process	12,322		12,901
Finished goods	63,295		53,108
	$	147,566	$	147,887

Schedule of Property, Plant and Equipment

The following table presents the components of property, plant, and equipment, net (in thousands):


	December 31,
	2024		2023		Lives in Years
Land	$	12,097	$	14,902
Building and building improvements	87,741		84,543		2	-	36
Equipment, software, furniture, and fixtures	242,947		233,337		3	-	20
Other	6,208		6,690		5	-	7
Capital investment in process	28,020		10,745
Total gross property, plant, and equipment	377,013		350,217
Accumulated depreciation	(206,753)		(196,036)
	$	170,260	$	154,181

Schedule of Accrued Liabilities

The following table presents the components of accrued liabilities and other (in thousands):


	December 31,
	2024		2023
Legal and professional costs	$	17,379	$	17,794
Italian MedTech payback measure	15,981		8,223
Contract liabilities	10,848		10,725
Interest payable	9,479		7,840
Operating lease liabilities (1)	9,040		8,362
Provisions for agents, returns, and other	6,744		4,464
Research and development costs	6,167		2,462
Royalty accrual	4,466		4,441
Current derivative liabilities (2)	2,915		3,883
Restructuring liabilities (3)	2,003		911
Contingent consideration	—		13,750
Other accrued expenses	33,463		24,446
	$	118,485	$	107,301

(1)Refer to “Note 10. Leases.”

(2)Refer to “Note 7. Derivatives and Risk Management.”

(3)Refer to “Note 4. Restructuring.”

Schedule of Foreign Exchange and Other Gains/(Losses)

The following table presents the items included within foreign exchange and other income/(expense) on the consolidated statements of income (loss) for the years ended December 31, 2024, 2023, and 2022 (in thousands):


	2024		2023		2022
Embedded derivative fair value adjustment (2025 Notes) (1)	$	5,739	$	40,106	$	96,025
Embedded derivative fair value adjustment (2029 Notes) (1)	35,638		—		—
Capped call fair value adjustment (2025 Notes) (1)	(13,348)		(15,897)		(52,236)
Capped call fair value adjustment (2029 Notes) (1)	(7,902)		—		—
Interest income	30,075		22,012		4,697
Investment revaluation - Ceribell, Inc. (2)	7,144		—		—
Impairment of investment - ShiraTronics, Inc. (2)	(5,750)		—		—
FX fluctuations	(4,881)		(705)		378
Dividend income	82		1,540		305
Other	1,014		(931)		691
	$	47,811	$	46,125	$	49,860

(1)Refer to “Note 8. Fair Value Measurements.”

(2)Refer to “Note 6. Investments.”

Schedule of Restrictions on Cash and Cash Equivalents

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


	December 31,
	2024		2023
Cash and cash equivalents	$	428,858	$	266,504
Restricted cash (1)	294,698		311,368
	$	723,556	$	577,872

(1)Restricted cash represents funds held as collateral for the SNIA Litigation Guarantee. Refer to “Note 11. Commitments and Contingencies.”

Schedule of Cash and Cash Equivalents


	December 31,
	2024		2023
Cash and cash equivalents	$	428,858	$	266,504
Restricted cash (1)	294,698		311,368
	$	723,556	$	577,872

(1)Restricted cash represents funds held as collateral for the SNIA Litigation Guarantee. Refer to “Note 11. Commitments and Contingencies.”

Fair Value Measurements - Schedule of Significant Unobservable Inputs Related to Contingent Consideration (Details) - ImThera - Level 3	Dec. 31, 2024
Discount rate \| Discounted cash flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable Inputs	0.070
Probability of payment \| Discounted cash flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable Inputs	0.85
Probability of payment \| Monte Carlo simulation
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable Inputs	0.85
Risk-adjusted discount rate \| Monte Carlo simulation \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable Inputs	0.142
Risk-adjusted discount rate \| Monte Carlo simulation \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable Inputs	0.143
Credit risk discount rate \| Monte Carlo simulation \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable Inputs	0.071
Credit risk discount rate \| Monte Carlo simulation \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable Inputs	0.077
Revenue volatility \| Monte Carlo simulation
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable Inputs	0.236

Investments (Details) $ in Thousands, € in Millions	3 Months Ended
Investments (Details) $ in Thousands, € in Millions	Dec. 31, 2024 USD ($) shares	Dec. 31, 2024 EUR (€) shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2023 EUR (€) shares
Schedule of Equity Method Investments [Line Items]
Investments without readily determinable fair values	$ 11,222		$ 19,907
Equity method investments	3,718		2,936
Total investments	$ 25,084		$ 22,843
Common stock, shares, outstanding (in shares) \| shares	54,348,542	54,348,542	53,918,222	53,918,222
Equity method investments, required funding	$ 1,000	€ 1.0	$ 2,000	€ 1.9
Ceribell, Inc.
Schedule of Equity Method Investments [Line Items]
Investment with readily determinable fair value	10,144		0
Investments without readily determinable fair values	$ 0		3,000
Common stock, shares, outstanding (in shares) \| shares	391,952	391,952
Equity securities, unrealized gain	$ 7,100
Cadence Neuroscience, Inc.
Schedule of Equity Method Investments [Line Items]
Investments without readily determinable fair values	5,000		5,000
Noctrix Health, Inc.
Schedule of Equity Method Investments [Line Items]
Investments without readily determinable fair values	3,410		3,159
Rainbow Medical Ltd.
Schedule of Equity Method Investments [Line Items]
Investments without readily determinable fair values	1,017		1,084
Highlife S.A.S.
Schedule of Equity Method Investments [Line Items]
Investments without readily determinable fair values	984		1,049
MD Start II
Schedule of Equity Method Investments [Line Items]
Investments without readily determinable fair values	811		865
ShiraTronics, Inc.
Schedule of Equity Method Investments [Line Items]
Investments without readily determinable fair values	$ 0		$ 5,750

Income Taxes - Schedule of Operating Loss and Tax Credit Carryforwards (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Operating Loss Carryforwards [Line Items]
Gross Amount	$ 535,476
Tax Benefit	114,678	$ 130,097
Tax Benefit	27,801	$ 39,732
Tax Benefit	142,479
Indefinite
Operating Loss Carryforwards [Line Items]
Tax Benefit	104,802
Various Tax Expiration Years
Operating Loss Carryforwards [Line Items]
Tax Benefit	37,677
UK NOL
Operating Loss Carryforwards [Line Items]
Gross Amount	384,514
Tax Benefit	96,128
UK NOL \| Indefinite
Operating Loss Carryforwards [Line Items]
Tax Benefit	96,128
UK NOL \| 2024 - Indefinite
Operating Loss Carryforwards [Line Items]
Tax Benefit	0
United States \| U.S. Federal
Operating Loss Carryforwards [Line Items]
Tax Benefit	15,850
United States \| U.S. Federal \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax Benefit	4,116
United States \| U.S. State \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax Benefit	6,757
United States \| U.S. Federal
Operating Loss Carryforwards [Line Items]
Gross Amount	29,563
Tax Benefit	6,208
United States \| U.S. State
Operating Loss Carryforwards [Line Items]
Gross Amount	106,042
Tax Benefit	7,925
United States \| Indefinite \| U.S. State \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax Benefit	1,361
United States \| Indefinite \| U.S. Federal
Operating Loss Carryforwards [Line Items]
Tax Benefit	0
United States \| Indefinite \| U.S. State
Operating Loss Carryforwards [Line Items]
Tax Benefit	2,813
United States \| 2025 - 2044 \| U.S. State
Operating Loss Carryforwards [Line Items]
Tax Benefit	5,112
United States \| 2028 - 2034 \| U.S. Federal
Operating Loss Carryforwards [Line Items]
Tax Benefit	6,208
United States \| 2025 - 2030 \| U.S. Federal
Operating Loss Carryforwards [Line Items]
Tax Benefit	15,850
United States \| 2031 - 2043 \| U.S. State \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax Benefit	5,396
United States \| 2039-2044 \| U.S. Federal \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax Benefit	4,116
Other regions NOL
Operating Loss Carryforwards [Line Items]
Gross Amount	14,509
Tax Benefit	4,211
Other regions NOL \| Indefinite
Operating Loss Carryforwards [Line Items]
Tax Benefit	4,183
Other regions NOL \| 2042-2042
Operating Loss Carryforwards [Line Items]
Tax Benefit	28
Asia NOL
Operating Loss Carryforwards [Line Items]
Gross Amount	848
Tax Benefit	206
Asia NOL \| Indefinite
Operating Loss Carryforwards [Line Items]
Tax Benefit	120
Asia NOL \| 2025 - 2034
Operating Loss Carryforwards [Line Items]
Tax Benefit	86
Other non-U.S. tax credits
Operating Loss Carryforwards [Line Items]
Tax Benefit	1,078
Other non-U.S. tax credits \| Indefinite
Operating Loss Carryforwards [Line Items]
Tax Benefit	197
Other non-U.S. tax credits \| 2025 - 2034
Operating Loss Carryforwards [Line Items]
Tax Benefit	$ 881

Restructuring - Schedule of Reconciliation of Accruals and Other Reserves Related to Restructuring (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restructuring Reserve [Roll Forward]
Beginning liability balance	$ 911	$ 2,045	$ 836
Charges	13,356	956	6,611
Cash payments	(11,663)	(2,090)	(5,402)
Ending liability balance	2,604	911	2,045
Employee Severance and Other Termination Costs
Restructuring Reserve [Roll Forward]
Beginning liability balance	911	2,045	836
Charges	10,569	956	6,611
Cash payments	(9,441)	(2,090)	(5,402)
Ending liability balance	2,039	911	2,045
Other
Restructuring Reserve [Roll Forward]
Beginning liability balance	0	0	0
Charges	2,787	0	0
Cash payments	(2,222)	0	0
Ending liability balance	$ 565	$ 0	$ 0

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Indefinite-lived intangible assets:
Percent decrease in sales (as a percent)	29.00%
Impairment of goodwill		$ 0	$ 0	$ 129,396
Developed technology
Indefinite-lived intangible assets:
Impairment of intangible assets			(78,067)
Trade names
Indefinite-lived intangible assets:
Impairment of intangible assets			$ (7,117)

Geographic and Segment Information - Narrative (Details)	12 Months Ended
	Dec. 31, 2024 segment region	Dec. 31, 2023 segment
Segment Reporting [Abstract]
Number of reportable segments \| segment	2	3
Number of geographic regions in which entity operates \| region	3

Basis of Presentation, Use of Accounting Estimates, and Significant Accounting Policies	12 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation, Use of Accounting Estimates, and Significant Accounting Policies	Note 2. Basis of Presentation, Use of Accounting Estimates, and Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of LivaNova have been prepared in accordance with U.S. GAAP. Consolidation The accompanying consolidated financial statements for LivaNova include LivaNova’s wholly-owned subsidiaries and the Trust. All intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of LivaNova’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in such financial statements and accompanying notes. These estimates are based on management’s best knowledge of current events and actions that LivaNova may undertake in the future. Estimates are used in accounting for, among other items, valuation and amortization of intangible assets; goodwill, other long-lived assets (asset group); measurement of deferred tax assets and liabilities; uncertain income tax positions; contingent consideration arrangements; derivative assets and liabilities; legal and other contingencies; stock-based compensation; obsolete and slow-moving inventories; models, such as an impairment analysis; and, in general, allocations to provisions and the fair value of assets and liabilities recorded in a business combination. Actual results could differ materially from those estimates. Reclassifications The Company has reclassified certain prior period amounts on the consolidated statements of cash flows for comparative purposes. Cash and Cash Equivalents LivaNova considers all highly liquid investments with an original maturity of three months or less, consisting of demand deposit accounts and money market mutual funds, to be cash equivalents. Cash equivalents are carried on the consolidated balance sheets at cost, which approximates their fair value. Restricted Cash The Company classifies cash that is not available for use in its operations as restricted cash within current assets on the consolidated balance sheets. As of December 31, 2024, LivaNova’s restricted cash balance was $294.7 million and was comprised of cash deposits with Barclays held as collateral for 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. For additional information regarding the SNIA litigation, please refer to “Note 11. Commitments and Contingencies.” Accounts Receivable Accounts receivable consists of trade receivables from direct customers and distributors. The Company maintains an allowance for doubtful accounts for potential credit losses based on its estimates of the ability of customers to make required payments, historical credit experience, existing economic conditions, and expected future trends. LivaNova writes off uncollectible accounts against the allowance when all reasonable collection efforts have been exhausted. Inventories LivaNova states its inventories at the lower of cost, using the FIFO method, or net realizable value. The Company’s calculation of cost includes the acquisition cost of raw materials and components, direct labor, and overhead, including depreciation of manufacturing related assets. LivaNova reduces the carrying value of inventories for those items that are potentially excess, obsolete, or slow moving based on changes in customer demand, technology developments, or other economic factors. PP&E PP&E is carried at cost, less accumulated depreciation. Maintenance, repairs, and minor replacements are charged to expense as incurred, while significant renewals and improvements are capitalized. LivaNova computes depreciation using the straight-line method over the asset’s estimated useful lives. Leasehold improvements are depreciated over the shorter of the following terms: the useful life of the asset or a term that includes required lease periods and renewals that are deemed to be reasonably assured on the date the leasehold improvements are purchased. Capital improvements to buildings are added as building components and are depreciated over the useful life of the improvement or the building, whichever is less. Goodwill LivaNova allocates the amounts the Company pays for an acquisition to the assets acquired and liabilities assumed based on the fair values at the date of acquisition, including property, plant, and equipment; inventories; accounts receivable; long-term debt; and identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the fair value of identifiable intangible assets acquired in a business combination, including IPR&D, on valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. LivaNova allocates any excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired to goodwill. Transaction costs associated with these acquisitions are expensed as incurred and are reported in SG&A on the consolidated statements of income (loss). LivaNova recognizes adjustments to the provisional amounts identified during the measurement period with a corresponding adjustment to goodwill in the reporting period in which the adjustment amounts are determined. The effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts is recorded in the same period’s consolidated financial statements, calculated as if the accounting had been completed at the acquisition date. Intangible Assets, Other Than Goodwill Intangible assets shown on the consolidated balance sheets consist of finite-lived and indefinite-lived assets expected to generate future economic benefits and are recorded at their respective fair values as of their acquisition date. Finite-lived intangible assets consist primarily of developed technology and technical capabilities, including patents, related know-how, and licensed patent rights, as well as trade names and customer relationships. Customer relationships consist of relationships with hospitals and surgeons in the countries where LivaNova operates. Indefinite-lived intangible assets other than goodwill are composed of IPR&D assets acquired in acquisitions. LivaNova amortizes its finite-lived intangible assets over the assets’ useful lives using the straight-line method. Estimating the useful lives of intangible assets requires LivaNova to apply significant judgment. Amortization expense is included on LivaNova’s consolidated statements of income (loss) within cost of sales or SG&A based on the nature of the underlying intangible asset. LivaNova evaluates its intangible assets each reporting period to determine whether events and circumstances indicate either a different useful life or impairment. If LivaNova changes its estimate of the useful life of an asset, the Company amortizes the carrying amount over the revised remaining useful life. Impairments of Long-lived Assets and Goodwill Long-lived Assets Impairment Assets Held and Used LivaNova evaluates the carrying value of its long-lived assets and investments for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Such changes in circumstance may include, among other items, (i) an expectation of a sale, discontinuation, or disposal of a long-lived asset or asset group; (ii) adverse changes in market or competitive conditions; (iii) an adverse change in legal factors or business climate in the markets in which LivaNova operates; and (iv) operating or cash flow losses. For PP&E and intangible assets used in LivaNova’s operations, recoverability generally is determined by comparing the carrying value of an asset or group of assets to the expected undiscounted future cash flows. If the carrying value of an asset, or group of assets is not recoverable, the amount of impairment loss is measured as the difference between the carrying value of the asset or group of assets and its estimated fair value. The asset grouping as well as the determination of expected undiscounted cash flow amounts requires significant judgments, estimates, and assumptions, including with regard to cash flows generated upon disposition. LivaNova measures fair value as the price that would be received if the Company were to sell the assets in an orderly transaction. Assets to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell. LivaNova conducts impairment testing of its indefinite-lived intangible assets on October 1st each year. LivaNova tests indefinite-lived intangible assets for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. An impairment loss is recognized when the asset’s carrying value exceeds its fair value. Goodwill Impairment LivaNova conducts impairment testing of its goodwill on October 1st each year. Testing is performed at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a business for which financial information is available and is regularly viewed by management. LivaNova’s operating segments are deemed to be its reporting units for purposes of goodwill impairment testing. LivaNova tests goodwill for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. If LivaNova determines that goodwill is more likely than not impaired, the Company compares the fair value of the reporting unit to its carrying amount, including goodwill. Fair value refers to the price that would be received if LivaNova were to sell the unit as a whole in an orderly transaction. Fair value is estimated using a discounted cash flow model and requires various assumptions, including revenue growth rates and discount rates. If the carrying amount of the Company’s reporting unit is greater than zero and its fair value exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. An impairment loss is recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit, up to and including the carrying amount of the goodwill. If the aggregate fair value of LivaNova’s reporting units exceeds its market capitalization, the Company evaluates the reasonableness of the implied control premium, which includes a comparison to implied control premiums from recent market transactions within its industry or other relevant benchmark data. Goodwill impairment evaluations are highly subjective. In most instances, such evaluations involve expectations of future cash flows that reflect LivaNova’s judgments and assumptions regarding future industry conditions and operations. The estimates, judgments, and assumptions used in the application of LivaNova’s goodwill impairment policies reflect both historical experience and an assessment of current operational, industry, market, economic, and political environments. The use of different estimates, judgments, assumptions, and expectations regarding future industry and market conditions and operations could result in materially different asset carrying values and operating results. Quantitative factors used to determine the fair value of the reporting units reflect LivaNova’s best estimates, which the Company believes are reasonable. Future declines in the reporting units’ operating performance or LivaNova’s anticipated business outlook may reduce the estimated fair value of the Company’s reporting units and result in an impairment in the future. Factors that could have a negative impact on the fair value of the reporting units include, but are not limited to: •Decreases in revenue as a result of the inability of LivaNova’s sales force to effectively market and promote the Company’s products; •Increased competition, patent expirations, or new technologies or treatments commercialized by competitors; •Higher operating costs required to sustain the business; •The outcome of litigation, legal proceedings, investigations, or other claims resulting in significant cash outflows; and •Increases in the market-participant risk-adjusted WACC. Derivatives and Risk Management U.S. GAAP requires companies to recognize all derivatives as assets and liabilities on the balance sheet and to measure the instruments at fair value through earnings unless the derivative qualifies for hedge accounting. If the derivative qualifies for hedge accounting, depending on the nature of the hedge and hedge effectiveness, changes in the fair value of the derivative will either be recognized immediately in earnings or recorded in OCI until the hedged item is recognized in earnings. The changes in the fair value of the derivative are intended to offset the change in fair value of the hedged asset, liability, or probable commitment. LivaNova evaluates hedge effectiveness at inception. Cash flows from hedging and economic hedges are reported as operating activities on the consolidated statements of cash flows. LivaNova uses currency exchange rate derivative contracts to manage the impact of currency exchange on earnings and cash flows. Forward currency exchange rate contracts are designed to hedge anticipated foreign currency transactions and changes in the value of specific assets and liabilities. At inception of the forward contract, the derivative is designated as either a freestanding derivative or a cash flow hedge. LivaNova does not enter into derivative contracts for speculative purposes. All derivative instruments are recorded at fair value on the consolidated balance sheets as assets or liabilities (current or non-current) depending upon the gain or loss position of the contract and contract maturity date. Forward contracts designated as cash flow hedges are designed to hedge the variability of cash flows associated with forecasted transactions denominated in a foreign currency that will take place in the future. For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative instrument is reported as a component of AOCI and reclassified into earnings to offset exchange differences originated by the hedged item or the current earnings effect of the hedged item. 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. LivaNova continues to use freestanding derivative forward contracts to offset exposure to the variability of the value associated with assets and liabilities denominated in a foreign currency. These derivatives are not designated as hedges, and therefore, changes in the value of these forward contracts are recognized in earnings, thereby offsetting the current earnings effect of the related change in value of foreign currency denominated assets and liabilities. Historically, LivaNova has entered into interest rate derivative instruments designated as cash flow hedges to manage the exposure to interest rate movements and to reduce the risk of increased borrowing costs by converting floating-rate debt into fixed-rate debt. Under these agreements, LivaNova agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to agreed-upon notional principal amounts. These interest rate swaps are structured to mirror the payment terms of the underlying loan. The fair value of the interest rate swaps is reported on the consolidated balance sheets as assets or liabilities (current or non-current) depending upon the gain or loss position of the contract and the maturity of the future cash flows of each contract. The gain or loss on these derivatives is reported as a component of AOCI and reclassified to interest expense during the period of the respective interest payment. 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 proceeds from the Initial Term Facility in a depository account, which earns a floating rate of interest. Fair Value Measurements LivaNova follows the authoritative guidance on fair value measurements and disclosures with respect to assets and liabilities that are measured at fair value on both a recurring and nonrecurring basis. Under this guidance, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability, based on market data obtained from sources independent of LivaNova. Unobservable inputs are inputs that reflect LivaNova’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The categorization of financial assets and financial liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels defined as follows: •Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities; •Level 2 - Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly; and •Level 3 - Inputs are unobservable for the asset or liability. LivaNova’s financial assets and liabilities classified as Level 2 include derivative instruments, primarily forward and option currency contracts and interest rate swap contracts, which are valued using standard calculations and models that use readily observable market data as their basis. LivaNova’s financial assets and liabilities classified as Level 3 include contingent consideration liability arrangements and embedded and capped call derivative instruments. Contingent consideration liabilities result from acquisition agreements that include potential future payment of consideration that is contingent upon the achievement of performance milestones and/or sales-based earnouts. Contingent consideration is recognized at fair value at the date of acquisition based on the consideration expected to be transferred and estimated as the probability of future cash flows, discounted to present value in accordance with accepted valuation methodologies. The discount rate used is determined at the time of measurement. Contingent consideration is remeasured each reporting period with the change in fair value, including accretion for the passage of time, recorded in earnings. The change in fair value of contingent consideration based on the achievement of regulatory milestones is recorded as research and development expense while the change in fair value of sales-based earnout contingent consideration is recorded as cost of sales. Contingent consideration payments made soon after the acquisition date are classified as an investing activity. Contingent consideration payments that are not made soon after the acquisition date are classified as a financing activity up to the amount of the contingent consideration liability recognized at the acquisition date, with any excess classified as an operating activity. For further information on LivaNova’s Level 3 contingent consideration liability arrangements, please refer to “Note 8. Fair Value Measurements.” For further information on LivaNova’s Level 3 derivative and embedded derivative instruments, please refer to “Note 9. Financing Arrangements” and “Note 8. Fair Value Measurements.” For further information on LivaNova’s Level 3 convertible notes receivable, please refer to “Note 6. Investments.” Investments LivaNova’s investments are comprised of equity securities that may be publicly traded, are in various stages of development, and are reported as investments on the consolidated balance sheets. Investments in affiliates in which the Company has significant influence, but does not control, and that do not have a readily determinable fair value, are accounted for using the equity method. LivaNova’s share of net income or loss is reflected as one line item on the Company’s consolidated statements of income (loss) under loss from equity method investments and will increase or decrease, as applicable, the carrying value of the Company’s equity method investment reported under investments on the consolidated balance sheets. Investments in equity securities with readily determinable fair values and are not accounted for under the equity method are measured at fair value with unrealized gains and losses included in earnings. Investments in equity securities that do not have readily determinable fair values and are not accounted for under the equity method are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or a similar investment of the same issuer. LivaNova regularly reviews its investments for changes in circumstance or the occurrence of events that suggest its investments may not be recoverable, and if an impairment is considered to be other than temporary, the loss is recognized on the consolidated statements of income (loss) in the period the determination is made. Warranty Obligation LivaNova offers a warranty on various products. The Company estimates the costs that may be incurred under warranties and records a liability in the amount of such costs at the time the product is sold. The amount of the reserve recorded is equal to the estimated net costs to repair or otherwise satisfy the claim. LivaNova includes the warranty obligation in accrued liabilities and other on the consolidated balance sheets. Warranty expense is recorded to cost of goods sold on LivaNova’s consolidated statements of income (loss). Retirement Benefit Plan Assumptions LivaNova sponsors various retirement benefit plans, including defined benefit pension plans (pension benefits), defined contribution savings plans, and termination indemnity plans, covering substantially all U.S. employees and employees outside the U.S. Pension benefit costs include assumptions for the discount rate, retirement age, compensation rate increases, and the expected return on plan assets. Product Liability Accruals Accruals for product liability claims are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on existing information. Accruals for product liability claims are adjusted periodically as additional information becomes available. Revenue Recognition Refer to “Note 3. Revenue Recognition.” Research and Development All R&D costs are expensed as incurred. R&D includes costs of basic research activities as well as engineering and technical effort required to develop a new product or make significant improvements to an existing product or manufacturing process. R&D costs also include regulatory and clinical study expenses, including post-market clinical studies. Leases LivaNova determines whether an arrangement is or contains a lease at its inception. For operating leases with a term greater than 12 months, LivaNova recognizes operating lease assets and operating lease liabilities based on the present value of the future minimum lease payments over the lease term at the latter of the Company’s lease standard adoption date of January 1, 2019, or the lease commencement date. LivaNova does not record an operating lease asset and corresponding liability for leases with terms of 12 months or less. The Company recognizes the lease payments for such short-term leases within profit and loss on a straight-line basis over the lease term. Variable lease payments, such as common area rent, maintenance charges, and rent escalations not known upon lease commencement, are not included in the determination of the minimum lease payments and are expensed in the period in which the obligation for those payments is incurred. Operating lease assets also includes any lease payments made in advance and excludes lease incentives. LivaNova’s lease terms may include options to extend or terminate a lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. As most of LivaNova’s leases do not provide a readily determinable implicit rate, LivaNova uses its IBR based on the information available at the lease commencement date in determining the present value of future payments. LivaNova’s IBR represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the lease term within a particular currency environment. LivaNova used the IBR available nearest to the Company’s adoption date for leases that commenced prior to that date. Additionally, LivaNova monitors for events or changes in circumstances that may require a reassessment of the Company’s leases to determine whether a remeasurement is required. For additional information, refer to “Note 10. Leases.” Stock-Based Compensation Stock-Based Awards LivaNova may grant stock-based awards to directors, officers, and key employees. The Company measures the cost of services received in exchange for an award of equity instruments based on the grant date fair market value of the award. LivaNova recognizes equity-based compensation expense ratably over the period that services are provided in exchange for the entire award (all vesting periods). LivaNova issues treasury shares for vesting of RSUs and the exercise of SARs and new shares upon stock option exercises. The Company has the right to elect to pay the cash value of vested restricted stock units in lieu of the issuance of new shares. SARs LivaNova may grant SARs that confer upon the grantee the contractual right to receive an amount of cash, stock, or a combination of both, that equals the appreciation in the Company’s stock from the award’s grant date to the exercise date. SARs may be exercised at the grantee’s discretion during the exercise period and do not give the grantee an ownership right in the underlying stock. SARs do not involve payment of an exercise price. LivaNova uses the Black-Scholes option pricing methodology to calculate the grant date fair market value of SARs and compensation is expensed ratably over the service period. The Company determines the expected volatility of the awards based on historical volatility. Calculation of compensation for SAR stock awards requires the Company to estimate historical volatility and forfeiture rates. Service-Based RSUs LivaNova may grant service-based RSUs at no purchase cost to the grantee. The grantees of unvested units have no voting rights or rights to dividends, and sale or transfer of the units is restricted until they are vested. The fair market value of service-based RSUs is determined using the market closing price on the grant date, and compensation is expensed ratably over the service period. Calculation of compensation for RSU stock awards requires the Company to estimate forfeiture rates. Market Performance-Based RSUs LivaNova may grant market performance-based RSUs at no purchase cost to the grantee. The grantees of unvested units have no voting rights or rights to dividends and sale or transfer of the units is restricted until they are vested. The number of shares that are ultimately transferred to the grantee is dependent upon the Company’s percentile rank of total shareholder return relative to a peer group. The fair market value of market performance-based RSUs is determined utilizing a Monte Carlo simulation on the grant date and compensation is then expensed ratably over the service period. Calculation of compensation for market performance-based stock awards requires the Company to estimate historical volatility and forfeiture rates. Operating Performance-Based Awards RSUs LivaNova may grant operating performance-based RSUs at no purchase cost to the grantee. The grantees of unvested units have no voting rights or rights to dividends and sale or transfer of the units is restricted until they are vested. The number of shares that are ultimately transferred to the grantee is dependent upon the Company’s percent achievement of certain targets for cumulative adjusted free cash flow and adjusted return on invested capital. The fair market value of operating performance-based RSUs is determined using the market closing price on the grant date. Compensation is expensed ratably over the service period and is adjusted based upon the estimated and actual percentage achievement of cumulative adjusted free cash flow and return on invested capital as compared to target. Income Taxes LivaNova is a UK corporation and operates through the Company’s various subsidiaries in a number of countries throughout the world. LivaNova’s provision for income taxes is based on the tax laws and rates applicable in the jurisdictions in which the Company operates and earns income. LivaNova uses significant judgment and estimates in accounting for its income taxes. The Company recognizes deferred tax assets and liabilities for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of LivaNova’s assets and liabilities, which are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. LivaNova periodically assesses the recoverability of its deferred tax assets by considering whether it is more likely than not that some or all of the actual benefit of those assets will be realized. To the extent that realization does not meet the “more-likely-than-not” criterion, the Company establishes a valuation allowance. LivaNova periodically reviews the adequacy and necessity of the valuation allowance by considering significant positive and negative evidence relative to its ability to recover deferred tax assets and to determine the timing and amount of valuation allowance that should be released. This evidence includes: profitability in the most recent quarters; internal profitability forecasts for the current and next two future years; the amount of deferred tax asset relative to estimated profitability; the potential effects on future profitability from increasing competition, healthcare reforms, and overall economic conditions; limitations and potential limitations on the use of LivaNova’s net operating losses due to ownership changes, pursuant to IRC Section 382; and the implementation of prudent and feasible tax planning strategies, if any. LivaNova files federal and local tax returns in many jurisdictions throughout the world and is subject to income tax examinations for its fiscal year 2019 and subsequent years, with certain exceptions. While LivaNova believes that its tax return positions are fully supported, tax authorities may disagree with certain positions the Company has taken and assess additional taxes, and as a result, LivaNova may establish reserves for uncertain tax positions, which require a significant degree of management judgment. LivaNova regularly assesses the likely outcomes of its tax positions in order to determine the appropriateness of the Company’s reserves; however, the actual outcome of an audit can be significantly different from LivaNova’s expectations, which could have a material impact on the Company’s tax provision. LivaNova’s tax positions are evaluated for recognition using a more-likely-than-not threshold. Uncertain tax positions requiring recognition are measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon effective settlement with a taxing authority that has full knowledge of all relevant information. Some of the reasons a reserve for an uncertain tax benefit may be reversed are: completion of a tax audit; a change in applicable tax law, including a tax case or legislative guidance; or an expiration of the statute of limitations. LivaNova recognizes interest and penalties associated with unrecognized tax benefits and records interest in interest expense, and penalties in SG&A, on LivaNova’s consolidated statements of income (loss). Foreign Currency LivaNova’s reporting currency is the USD; however, a portion of the revenues earned and expenses incurred by certain of LivaNova’s subsidiaries are denominated in currencies other than the USD. LivaNova determines the functional currency of its subsidiaries that exist and operate in different economic and currency environments based on the primary economic environment in which the subsidiary operates, that is, the currency of the environment in which an entity primarily generates and expends cash. LivaNova’s foreign subsidiaries are located in Europe and the United States. The functional currency of LivaNova’s significant European subsidiaries is the Euro, and the functional currency of LivaNova’s significant U.S. subsidiaries is the USD. Assets and liabilities of subsidiaries whose functional currency is not the USD are translated into USD based on a combination of both current and historical exchange rates, while their revenues earned, and expenses incurred are translated into USD at average period exchange rates. Translation adjustments are included in AOCI on LivaNova’s consolidated balance sheets. Gains and losses arising from transactions denominated in a currency different from an entity’s functional currency are included in foreign exchange and other income/(expense) on LivaNova’s consolidated statements of income (loss). Taxes are not provided on cumulative translation adjustments as substantially all translation adjustments are related to earnings which are intended to be indefinitely reinvested in the countries where earned. Contingencies LivaNova is subject to product liability claims, environmental obligations, government investigations, and other legal proceedings in the ordinary course of business. Legal fees and other expenses related to litigation are expensed as incurred and included in SG&A on LivaNova’s consolidated statements of income (loss). Contingent liabilities are recorded when LivaNova determines that a loss is both probable and reasonably estimable. Due to the fact that legal proceedings and other contingencies are inherently unpredictable, LivaNova’s assessments involve significant judgment regarding future events.

Derivatives and Risk Management - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended	12 Months Ended
	Mar. 08, 2024	Jun. 30, 2020	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
2025 Notes \| Senior Notes
Derivative [Line Items]
Conversion price (in dollars per share)			$ 79.27
Aggregate principal amount repurchased	$ 230.0	$ 230.0
FX derivative contracts
Derivative [Line Items]
Net (loss) gain on derivative			$ 5.2	$ (1.3)	$ 4.5
FX derivative contracts \| Derivatives Not Designated as Hedging Instruments:
Derivative [Line Items]
Notional amount			$ 442.3	$ 223.4
Capped call derivatives
Derivative [Line Items]
Derivative, cap price per share (in dollars per share)			$ 100.00
Capped call derivatives \| 2025 Notes
Derivative [Line Items]
Conversion price (in dollars per share)			60.98
Proceeds from derivative assets settled	$ 22.5	$ 22.5
Capped call derivatives \| 2029 Notes
Derivative [Line Items]
Conversion price (in dollars per share)			69.40
Derivative, cap price per share (in dollars per share)			$ 94.28

Stockholders’ Equity

12 Months Ended

Dec. 31, 2024

Stockholders' Equity Note [Abstract]

Stockholders’ Equity

Note 12. Stockholders’ Equity

The following table presents the change in each component of AOCI, net of tax and the reclassifications out of AOCI into net income (loss) for the years ended December 31, 2024, 2023, and 2022 (in thousands):


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



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

(1)Taxes were 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.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands	Dec. 31, 2024 USD ($) shares	Dec. 31, 2024 £ / shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2023 £ / shares
Statement of Financial Position [Abstract]
Allowance for doubtful accounts \| $	$ 11,275		$ 12,019
Ordinary shares, par value (in pounds per share) \| £ / shares		£ 1.00		£ 1.00
Ordinary shares issued (in shares)	54,437,670		53,942,151
Ordinary shares outstanding (in shares)	54,348,542		53,918,222
Treasury stock (in shares)	89,128		23,929

Commitments and Contingencies - Schedule of Product Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Loss Contingency Accrual [Roll Forward]
Less: Current portion of litigation provision liability	$ 12,918
Long-term portion of litigation provision liability	2,925
Product Liability
Loss Contingency Accrual [Roll Forward]
Beginning liability	13,860	$ 32,487	$ 39,470
Payments	(17,412)	(53,652)	(28,867)
Adjustments	19,687	34,521	22,309
FX and other	(292)	504	(425)
Ending liability	$ 15,843	$ 13,860	$ 32,487

Geographic and Segment Information - Expenditures by Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Capital expenditures	$ 49,954	$ 35,107	$ 26,592
Operating Segments \| Cardiopulmonary
Segment Reporting Information [Line Items]
Capital expenditures	28,089	22,367	13,828
Operating Segments \| Neuromodulation
Segment Reporting Information [Line Items]
Capital expenditures	4,244	1,201	369
Other
Segment Reporting Information [Line Items]
Capital expenditures	$ 17,621	$ 11,539	$ 12,395

Earnings Per Share

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Earnings Per Share

Note 16. Earnings Per Share

The following table presents the basic and diluted earnings per share:


	2024		2023		2022
Basic income (loss) per share	$	1.17	$	0.33	$	(1.61)
Diluted income (loss) per share	1.16		0.32		(1.61)

The following table presents the reconciliations of net income (loss) and weighted-average shares outstanding used in the calculations of basic and diluted earnings per share (in thousands):


	2024		2023		2022
Numerator: (1)
Net income (loss) - basic and diluted	$	63,234	$	17,546	$	(86,246)

Denominator: (1)
Weighted-average shares outstanding - basic	54,240		53,939		53,472
Add: Dilutive effect of share-based compensation and convertible debt instruments (2)	334		273		—
Weighted-average shares outstanding - diluted	54,574		54,212		53,472

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalents	$ 428,858	$ 266,504
Restricted cash	294,698	311,368
Accounts receivable, net of allowance of $11,275 at December 31, 2024 and $12,019 at December 31, 2023	193,158	215,072
Inventories	147,566	147,887
Prepaid and refundable taxes	30,544	20,145
Prepaid expenses and other current assets	32,362	27,182
Total Current Assets	1,127,186	988,158
Property, plant, and equipment, net	170,260	154,181
Goodwill	750,006	782,941
Intangible assets, net	237,294	261,178
Operating lease assets	46,837	50,845
Investments	25,084	22,843
Deferred tax assets	111,855	118,858
Long-term derivative assets	23,735	38,496
Other assets	14,132	12,063
Total Assets	2,506,389	2,429,563
Current Liabilities:
Current debt obligations	78,004	18,111
Accounts payable	69,726	80,845
Accrued liabilities and other	118,485	107,301
Current litigation provision liability	12,918	10,756
Taxes payable	32,456	23,340
Accrued employee compensation and related benefits	80,536	94,630
Total Current Liabilities	392,125	334,983
Long-term debt obligations	549,624	568,543
Contingent consideration	84,218	80,902
Deferred tax liabilities	10,915	11,567
Long-term operating lease liabilities	40,105	45,388
Long-term employee compensation and related benefits	12,847	17,254
Accrued liabilities and other	51,819	45,569
Other long-term liabilities	44,478	47,729
Total Liabilities	1,186,131	1,151,935
Commitments and contingencies (Note 11)
Stockholders’ Equity:
Ordinary Shares, £1.00 par value: unlimited shares authorized; 54,437,670 shares issued and 54,348,542 shares outstanding at December 31, 2024; 53,942,151 shares issued and 53,918,222 shares outstanding at December 31, 2023	83,156	82,533
Additional paid-in capital	2,220,658	2,189,517
Accumulated other comprehensive loss	(80,170)	(27,883)
Accumulated deficit	(903,250)	(966,484)
Treasury stock at cost, 89,128 ordinary shares at December 31, 2024, 23,929 ordinary shares at December 31, 2023	(136)	(55)
Total Stockholders’ Equity	1,320,258	1,277,628
Total Liabilities and Stockholders’ Equity	$ 2,506,389	$ 2,429,563

Supplemental Financial Information - Foreign Exchange and Other Gains/Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Interest income	$ 30,075	$ 22,012	$ 4,697
Investment revaluation - Ceribell, Inc.	7,144	0	0
Impairment of investment - ShiraTronics, Inc.	(5,768)	0	0
FX fluctuations	(4,881)	(705)	378
Dividend income	82	1,540	305
Other	1,014	(931)	691
Total foreign exchange and other income/(expense)	47,811	46,125	49,860
2025 Notes
Derivative Instruments, Gain (Loss) [Line Items]
Changes in fair value	5,739	40,106	96,025
2029 Notes
Derivative Instruments, Gain (Loss) [Line Items]
Changes in fair value	35,638		0
ShiraTronics, Inc.
Derivative Instruments, Gain (Loss) [Line Items]
Impairment of investment - ShiraTronics, Inc.	(5,750)	0	0
Capped Call Derivative Assets \| 2025 Notes
Derivative Instruments, Gain (Loss) [Line Items]
Changes in fair value	(13,348)	(15,897)	(52,236)
Capped Call Derivative Assets \| 2029 Notes
Derivative Instruments, Gain (Loss) [Line Items]
Changes in fair value	$ (7,902)	$ 0	$ 0

Fair Value Measurements

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 8. Fair Value Measurements

LivaNova reviews its 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 in the fair value hierarchy. Excluding LivaNova’s investment in Ceribell, Inc., as discussed in “Note 6. Investments,” there were no transfers between Level 1, Level 2, or Level 3 during the years ended December 31, 2024, 2023, or 2022.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present the level in the fair value hierarchy at which the Company’s assets and liabilities are measured on a recurring basis (in thousands):


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

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


	Balance Sheet Location	December 31, 2023		Fair Value Measurements Using Inputs Considered as:
				Level 1		Level 2		Level 3
Assets
Derivative assets - capped call derivatives (2025 Notes)	Long-term derivative assets	$	38,496	$	—	$	—	$	38,496
Convertible notes receivable	Other assets	275		—		—		275
		$	38,771	$	—	$	—	$	38,771

Liabilities
Derivative liabilities - freestanding instruments (FX)	Accrued liabilities and other	$	3,883	$	—	$	3,883	$	—
Derivative liabilities - embedded derivative (2025 Notes)	Long-term derivative liabilities	45,569		—		—		45,569
Contingent consideration arrangement	Contingent consideration	80,902		—		—		80,902
Contingent consideration arrangement	Accrued liabilities and other	13,750		—		—		13,750
		$	144,104	$	—	$	3,883	$	140,221

Reconciliation of Level 3 Assets and Liabilities

The following tables present reconciliations of recurring fair value measurements that use significant unobservable inputs (Level 3) (in thousands):


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

(1)During the year ended December 31, 2024, the contingent consideration change in fair value resulted in an increase of $1.3 million recorded to cost of sales and an increase of $2.0 million recorded to R&D. During the year ended December 31, 2023, the contingent consideration change in fair value resulted in an increase of $3.8 million recorded to cost of sales and an increase of $5.6 million recorded to R&D.

(2)Changes in the fair value of the embedded derivative liabilities and capped call derivative assets are recognized in foreign exchange and other income/(expense) in the consolidated statements of income (loss). Refer to “Note 7. Derivatives and Risk Management” for further information on the changes in fair value as it relates to the embedded and capped call derivatives.

Stock Price Volatility

The following table presents the stock price volatility utilized in determining the fair value of LivaNova’s capped call derivative assets and embedded derivative liabilities:


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

(1)The embedded and capped call derivatives are classified as Level 3 because the Company uses historical volatility and implied volatility from actual 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 and capped call derivatives, which would result in an increase in net expense. As the remaining time to the expiration of the derivatives decreases, the fair value of the derivatives decreases. The future impact of the derivatives 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.

Contingent Consideration Arrangements

The following table presents the fair value of LivaNova’s Level 3 contingent consideration arrangements by acquisition (in thousands):


	December 31,
	2024		2023
ImThera	$	84,218	$	80,902
ALung (1)	—		13,750
	$	84,218	$	94,652

(1)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 ALung contingent consideration was subject to a one-time phase-out payment of $13.8 million, in the event that LivaNova were to cease operations of ALung. In January 2024, LivaNova announced the wind down of ACS, including ALung, as part of the 2024 Restructuring Plan, and as a result, the ALung contingent consideration phase-out payment amount of $13.8 million was paid during 2024.

The ImThera business combination involved contingent consideration arrangements comprised 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 December 31, 2024:

ImThera Acquisition

Valuation Technique

Unobservable Inputs

Regulatory milestone-based payment

Discounted cash flow

Discount rate

7.0%

Probability of payment

85%

Projected payment year

2026

Sales-based earnout

Monte Carlo simulation

Risk-adjusted discount rate

14.2% - 14.3%

Credit risk discount rate

7.1% - 7.7%

Revenue volatility

23.6%

Probability of payment

85%

Projected years of earnout

2027 - 2030

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

LivaNova’s investments in equity securities of non-consolidated affiliates without readily determinable fair values are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. LivaNova’s investments in non-financial assets such as goodwill, intangible assets, and PP&E are measured at fair value if there is an indication of impairment and adjusted to the new fair value when an impairment is recognized. LivaNova classifies the measurement input for these assets as Level 3 inputs within the fair value hierarchy.

Other

The carrying value of LivaNova’s long-term debt including the current portion as of December 31, 2024 and 2023 was $627.0 million and $586.0 million, respectively. The fair value of the 2025 Notes as of December 31, 2024 and 2023 was $58.7 million and $314.4 million, respectively. The fair value of the 2029 Notes as of December 31, 2024 was $343.7 million. For all other long-term debt obligations, LivaNova believes the carrying value approximates fair value. The fair value was estimated using quoted market prices for the publicly registered Senior Notes, which are classified as Level 2 within the fair value hierarchy. The fair values and principal values consider the terms of the related debt and exclude the impacts of debt discounts and hedging activity.

The carrying values of LivaNova’s cash, cash equivalents, and restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to the short-term nature of these items.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Goodwill and Intangible Assets - Schedule of Amortization Periods for Finite-lived Intangible Assets (Details)	Dec. 31, 2024
Customer relationships \| Minimum
Finite-lived intangible assets:
Useful life (in years)	8 years
Customer relationships \| Maximum
Finite-lived intangible assets:
Useful life (in years)	18 years
Developed technology \| Minimum
Finite-lived intangible assets:
Useful life (in years)	14 years
Developed technology \| Maximum
Finite-lived intangible assets:
Useful life (in years)	17 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Derivatives and Risk Management - Schedule of Cash Flow Hedges Included in AOCI (Details) - Cash Flow Hedging - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Derivative Instruments, Gain (Loss) [Line Items]
(Loss) Gain Recognized in OCI		$ (3,688)
Gain (loss) Reclassified from AOCI to Earnings		(5,599)
Interest rate swap contracts \| Interest expense
Derivative Instruments, Gain (Loss) [Line Items]
(Loss) Gain Recognized in OCI		914
Gain (loss) Reclassified from AOCI to Earnings		(52)
Interest rate swap contracts \| Interest expense \| Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
(Loss) Gain Recognized in OCI	$ (433)
Gain (loss) Reclassified from AOCI to Earnings	$ 533
FX derivative contracts \| Foreign exchange and other income/(expense)
Derivative Instruments, Gain (Loss) [Line Items]
(Loss) Gain Recognized in OCI		(4,602)
Gain (loss) Reclassified from AOCI to Earnings		(382)
FX derivative contracts \| Selling, general, and administrative
Derivative Instruments, Gain (Loss) [Line Items]
(Loss) Gain Recognized in OCI		0
Gain (loss) Reclassified from AOCI to Earnings		$ (5,165)

Employee Retirement Plans (Tables)

12 Months Ended

Dec. 31, 2024

Retirement Benefits [Abstract]

Schedule of Change in Benefit Obligations and Funded Status

The following table presents the change in benefit obligations and funded status of LivaNova’s U.S. pension benefits (in thousands):


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

The following table presents the change in benefit obligations and funded status of LivaNova’s non-U.S. pension benefits (in thousands):


	Non-U.S. Pension Benefits
	2024		2023		2022
Accumulated benefit obligations at year-end	$	7,215	$	8,099	$	8,248
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	8,260	$	8,532	$	10,817
Service cost	225		239		259
Interest cost	205		239		83
Actuarial (gain)/loss	(208)		86		(831)
Benefits paid	(316)		(972)		(1,060)
Foreign currency exchange rate changes and other	(572)		136		(736)
Projected benefit obligation at end of year	$	7,594	$	8,260	$	8,532
Change in plan assets:
Fair value of plan assets at beginning of year	$	3,290	$	3,232	$	3,142
Actual return on plan assets	(20)		(78)		(80)
Employer contributions	—		263		265
Benefits paid	(78)		(26)		(37)
Foreign currency exchange rate changes and other	(176)		(101)		(58)
Fair value of plan assets at end of year	$	3,016	$	3,290	$	3,232
Funded status at end of year:
Fair value of plan assets	$	3,016	$	3,290	$	3,232
Projected benefit obligations	7,594		8,260		8,532
Underfunded status of the plans (1)	$	4,578	$	4,970	$	5,300
Recognized liability	$	5,682	$	6,367	$	5,300
Amounts recognized on the consolidated balance sheets consist of:
Non-current liabilities	$	5,682	$	6,367	$	5,300
Recognized liability	$	5,682	$	6,367	$	5,300

(1)In certain non-U.S. countries, fully funding pension plans is not a common practice. Consequently, certain pension plans have been partially funded.

Schedule of Net Periodic Benefit Cost of the Plans

The following tables present U.S. and non-U.S. net periodic benefit cost of LivaNova’s defined benefit pension plans by component (in thousands):


	U.S. Pension Benefits
	2024		2023		2022
Interest cost	$	347	$	409	$	254
Expected return on plan assets	(289)		(209)		(298)
Settlement and curtailment loss	—		—		731
Amortization of net actuarial loss	148		233		262
	$	206	$	433	$	949


	Non-U.S. Pension Benefits
	2024		2023		2022
Service cost	$	225	$	239	$	259
Interest cost	205		239		83
Expected return on plan assets	20		78		80
Amortization of net actuarial (gain) loss	(208)		86		(831)
	$	242	$	642	$	(409)

Schedule of Assumptions Used

The following tables present the major actuarial assumptions used in determining the benefit obligations and net periodic benefit costs for LivaNova’s significant U.S. and non-U.S. defined benefit plans:


	U.S. Pension Benefits
	December 31,
	2024	2023
Weighted-average assumptions used to determine benefit obligation:
Discount rate	5.41%	4.93%
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate	4.93%	5.10%
Expected return on plan assets	5.00%	5.00%


	Non-U.S. Pension Benefits
	December 31,
	2024			2023
Weighted-average assumptions used to determine benefit obligation:
Discount rate	1.01%	-	3.40%	0.96%	-	3.20%
Rate of compensation increase	2.50%	-	3.50%	2.50%	-	3.50%
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate	1.01%	-	3.40%	0.96%	-	3.20%
Rate of compensation increase	3.00%	-	3.50%	3.38%	-	3.50%

Schedule of Target Asset Allocation

The following table presents LivaNova’s U.S. and Non-U.S. pension plan target allocations by asset category:


	U.S. Pension Benefits		Non-U.S. Pension Benefits
	December 31,		December 31,
	2024	2023	2024	2023
Equity securities	29%	29%	1%	1%
Debt securities	70%	70%	81%	79%
Other	1%	1%	18%	20%

Schedule of Fair Value of Retirement Benefit Plan Assets

The following tables present information by level for the U.S. retirement benefit plan assets that are measured at fair value on a recurring basis (in thousands):


	December 31, 2024		Fair Value Measurement Using Inputs Considered as:
			Level 1		Level 2		Level 3
Equity mutual funds	$	2,169	$	—	$	2,169	$	—
Fixed income mutual funds	5,333		—		5,333		—
Money market funds and cash	78		78		—		—
	$	7,580	$	78	$	7,502	$	—


	December 31, 2023		Fair Value Measurement Using Inputs Considered as:
			Level 1		Level 2		Level 3
Equity mutual funds	$	1,882	$	—	$	1,882	$	—
Fixed income mutual funds	4,571		—		4,571		—
Money market funds	85		85		—		—
	$	6,538	$	85	$	6,453	$	—

The following tables present information by level for the Non-U.S. retirement benefit plan assets that are measured at fair value on a recurring basis (in thousands):


	December 31, 2024		Fair Value Measurement Using Inputs Considered as:
			Level 1		Level 2		Level 3
Equity mutual funds	$	24	$	—	$	24	$	—
Fixed income mutual funds	1,566		—		1,566		—
Money market funds and cash	332		332		—		—
	$	1,922	$	332	$	1,590	$	—


	December 31, 2023		Fair Value Measurement Using Inputs Considered as:
			Level 1		Level 2		Level 3
Equity mutual funds	$	23	$	—	$	23	$	—
Fixed income mutual funds	1,530		—		1,530		—
Money market funds	378		378		—		—
	$	1,931	$	378	$	1,553	$	—

Schedule of Expected Benefit Payments

The following table presents benefit payments expected to be paid, including amounts to be paid from LivaNova’s assets, and reflecting expected future service, as of December 31, 2024 (in thousands):


	U.S. Plans		Non-U.S. Plans
2025	$	3,042	$	443
2026	839		451
2027	636		477
2028	486		402
2029	502		499
2030 - 2034	1,861		3,839

Employee Retirement Plans - Schedule of Target Asset Allocation (Details)	Dec. 31, 2024	Dec. 31, 2023
U.S. Pension Benefits \| Equity securities
Defined Benefit Plan Disclosure [Line Items]
Target allocation percentage	29.00%	29.00%
U.S. Pension Benefits \| Debt securities
Defined Benefit Plan Disclosure [Line Items]
Target allocation percentage	70.00%	70.00%
U.S. Pension Benefits \| Other
Defined Benefit Plan Disclosure [Line Items]
Target allocation percentage	1.00%	1.00%
Non-U.S. Pension Benefits \| Equity securities
Defined Benefit Plan Disclosure [Line Items]
Target allocation percentage	1.00%	1.00%
Non-U.S. Pension Benefits \| Debt securities
Defined Benefit Plan Disclosure [Line Items]
Target allocation percentage	81.00%	79.00%
Non-U.S. Pension Benefits \| Other
Defined Benefit Plan Disclosure [Line Items]
Target allocation percentage	18.00%	20.00%

Employee Retirement Plans - Schedule of Change in Benefit Obligations and Funded Status (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Change in plan assets:
Employer contributions	$ 1,500	$ 1,400	$ 600
U.S. Pension Benefits
Change in plan assets:
Fair value of plan assets at beginning of year	6,538
Fair value of plan assets at end of year	7,580	6,538
U.S. Pension Benefits \| Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Accumulated benefit obligations at year-end	7,944	9,222	9,790
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	9,222	9,790	12,578
Interest cost	347	409	254
Plan settlement	(326)	(245)	(1,369)
Actuarial gain	(976)	(416)	(1,361)
Benefits paid	(323)	(316)	(312)
Projected benefit obligation at end of year	7,944	9,222	9,790
Change in plan assets:
Fair value of plan assets at beginning of year	6,671	5,516	8,020
Actual return on plan assets	352	598	(1,189)
Employer contributions	1,549	1,118	367
Plan settlement	(326)	(245)	(1,369)
Benefits paid	(323)	(316)	(313)
Fair value of plan assets at end of year	7,923	6,671	5,516
Funded status at end of year:
Underfunded status of the plan	21	2,551	4,274
Amounts recognized on the consolidated balance sheets consist of:
Non-current liabilities	21	2,551	4,274
Recognized liability	21	2,551	4,274
Non-U.S. Pension Benefits
Change in plan assets:
Fair value of plan assets at beginning of year	1,931
Fair value of plan assets at end of year	1,922	1,931
Non-U.S. Pension Benefits \| Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Accumulated benefit obligations at year-end	7,215	8,099	8,248
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	8,260	8,532	10,817
Interest cost	205	239	83
Actuarial gain	(208)	86	(831)
Benefits paid	(316)	(972)	(1,060)
Foreign currency exchange rate changes and other	(572)	136	(736)
Projected benefit obligation at end of year	7,594	8,260	8,532
Change in plan assets:
Fair value of plan assets at beginning of year	3,290	3,232	3,142
Actual return on plan assets	(20)	(78)	(80)
Employer contributions	0	263	265
Benefits paid	(78)	(26)	(37)
Foreign currency exchange rate changes and other	(176)	(101)	(58)
Fair value of plan assets at end of year	3,016	3,290	3,232
Funded status at end of year:
Underfunded status of the plan	4,578	4,970	5,300
Amounts recognized on the consolidated balance sheets consist of:
Non-current liabilities	5,682	6,367	5,300
Recognized liability	$ 5,682	$ 6,367	$ 5,300

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Derivatives Not Designated as Hedging Instruments:
Assets
Derivative assets	$ 27,097	$ 38,496
Liabilities
Derivative liabilities	54,734	49,452
Derivatives Not Designated as Hedging Instruments: \| Capped call derivatives \| 2029 Notes
Assets
Derivative assets	23,735
Recurring
Assets
Investment with readily determinable fair value	10,144
Convertible notes receivable		275
Total assets	37,241	38,771
Liabilities
Total liabilities	138,952	144,104
Recurring \| Contingent consideration
Liabilities
Contingent consideration arrangements	84,218	80,902
Recurring \| Accrued liabilities and other
Liabilities
Contingent consideration arrangements		13,750
Recurring \| Embedded derivative \| 2025 Notes
Liabilities
Derivative liabilities		45,569
Recurring \| Embedded derivative \| 2029 Notes
Liabilities
Derivative liabilities	51,819
Recurring \| Derivatives Not Designated as Hedging Instruments: \| Freestanding instruments (FX)
Assets
Derivative assets	738
Recurring \| Derivatives Not Designated as Hedging Instruments: \| Capped call derivatives \| 2025 Notes
Assets
Derivative assets	2,624	38,496
Recurring \| Derivatives Not Designated as Hedging Instruments: \| Capped call derivatives \| 2029 Notes
Assets
Derivative assets	23,735
Recurring \| Designated as Hedging Instrument \| Freestanding instruments (FX)
Liabilities
Derivative liabilities		3,883
Recurring \| Designated as Hedging Instrument \| Embedded derivative \| 2025 Notes
Liabilities
Derivative liabilities	2,915
Recurring \| Level 1
Assets
Investment with readily determinable fair value	10,144
Convertible notes receivable		0
Total assets	10,144	0
Liabilities
Total liabilities	0	0
Recurring \| Level 1 \| Contingent consideration
Liabilities
Contingent consideration arrangements	0	0
Recurring \| Level 1 \| Accrued liabilities and other
Liabilities
Contingent consideration arrangements		0
Recurring \| Level 1 \| Embedded derivative \| 2025 Notes
Liabilities
Derivative liabilities		0
Recurring \| Level 1 \| Embedded derivative \| 2029 Notes
Liabilities
Derivative liabilities	0
Recurring \| Level 1 \| Derivatives Not Designated as Hedging Instruments: \| Freestanding instruments (FX)
Assets
Derivative assets	0
Recurring \| Level 1 \| Derivatives Not Designated as Hedging Instruments: \| Capped call derivatives \| 2025 Notes
Assets
Derivative assets	0	0
Recurring \| Level 1 \| Derivatives Not Designated as Hedging Instruments: \| Capped call derivatives \| 2029 Notes
Assets
Derivative assets	0
Recurring \| Level 1 \| Designated as Hedging Instrument \| Freestanding instruments (FX)
Liabilities
Derivative liabilities		0
Recurring \| Level 1 \| Designated as Hedging Instrument \| Embedded derivative \| 2025 Notes
Liabilities
Derivative liabilities	0
Recurring \| Level 2
Assets
Investment with readily determinable fair value	0
Convertible notes receivable		0
Total assets	738	0
Liabilities
Total liabilities	0	3,883
Recurring \| Level 2 \| Contingent consideration
Liabilities
Contingent consideration arrangements	0	0
Recurring \| Level 2 \| Accrued liabilities and other
Liabilities
Contingent consideration arrangements		0
Recurring \| Level 2 \| Embedded derivative \| 2025 Notes
Liabilities
Derivative liabilities		0
Recurring \| Level 2 \| Embedded derivative \| 2029 Notes
Liabilities
Derivative liabilities	0
Recurring \| Level 2 \| Derivatives Not Designated as Hedging Instruments: \| Freestanding instruments (FX)
Assets
Derivative assets	738
Recurring \| Level 2 \| Derivatives Not Designated as Hedging Instruments: \| Capped call derivatives \| 2025 Notes
Assets
Derivative assets	0	0
Recurring \| Level 2 \| Derivatives Not Designated as Hedging Instruments: \| Capped call derivatives \| 2029 Notes
Assets
Derivative assets	0
Recurring \| Level 2 \| Designated as Hedging Instrument \| Freestanding instruments (FX)
Liabilities
Derivative liabilities		3,883
Recurring \| Level 2 \| Designated as Hedging Instrument \| Embedded derivative \| 2025 Notes
Liabilities
Derivative liabilities	0
Recurring \| Level 3
Assets
Investment with readily determinable fair value	0
Convertible notes receivable		275
Total assets	26,359	38,771
Liabilities
Total liabilities	138,952	140,221
Recurring \| Level 3 \| Contingent consideration
Liabilities
Contingent consideration arrangements	84,218	80,902
Recurring \| Level 3 \| Accrued liabilities and other
Liabilities
Contingent consideration arrangements		13,750
Recurring \| Level 3 \| Embedded derivative \| 2025 Notes
Liabilities
Derivative liabilities		45,569
Recurring \| Level 3 \| Embedded derivative \| 2029 Notes
Liabilities
Derivative liabilities	51,819
Recurring \| Level 3 \| Derivatives Not Designated as Hedging Instruments: \| Freestanding instruments (FX)
Assets
Derivative assets	0
Recurring \| Level 3 \| Derivatives Not Designated as Hedging Instruments: \| Capped call derivatives \| 2025 Notes
Assets
Derivative assets	2,624	38,496
Recurring \| Level 3 \| Derivatives Not Designated as Hedging Instruments: \| Capped call derivatives \| 2029 Notes
Assets
Derivative assets	23,735
Recurring \| Level 3 \| Designated as Hedging Instrument \| Freestanding instruments (FX)
Liabilities
Derivative liabilities		$ 0
Recurring \| Level 3 \| Designated as Hedging Instrument \| Embedded derivative \| 2025 Notes
Liabilities
Derivative liabilities	$ 2,915

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Components of and Provision for Income Taxes

The following table presents the U.S. and non-U.S. components of income (loss) before income tax and LivaNova’s income tax expense (benefit) (in thousands):


	2024		2023		2022
Income (loss) before income tax:
UK and Non-U.S.	$	86,886	$	60,799	$	22,570
U.S.	1,424		(142,025)		(97,712)
	$	88,310	$	(81,226)	$	(75,142)
Income tax expense (benefit):
Current:
UK and Non-U.S.	$	13,851	$	10,954	$	4,782
U.S.	4,412		4,598		4,860
	18,263		15,552		9,642
Deferred:
UK and Non-U.S.	5,987		(114,428)		1,409
U.S.	808		—		—
	6,795		(114,428)		1,409
	$	25,058	$	(98,876)	$	11,051

Schedule of Effective Income Tax Rate Reconciliation

The following table presents a reconciliation of the statutory income tax rate to LivaNova’s effective income tax rate expressed as a percentage of income (loss) before income tax:


	2024		2023		2022
Statutory tax rate at UK Rate	25.0	%	23.5	%	19.0	%
Interest	9.5		—		—
Deferred tax valuation allowance	(7.7)		100.5		(18.8)
Research and development tax credits	(4.1)		0.3		1.2
Subsidiary investments and impairments	1.9		(3.1)		(27.6)
Foreign tax withholding and credits	1.2		—		—
Foreign tax rate differential	1.1		5.2		10.6
U.S. state and local tax expense, net of federal benefit	0.9		(3.5)		(1.4)
Reserve for uncertain tax positions	0.7		—		—
Disallowable professional fees	0.6		(2.6)		(0.4)
Compensation related items	(0.4)		1.4		(0.1)
Effect of changes in tax rate	—		1.2		6.2
Base erosion anti-abuse tax	—		—		(2.9)
Other, net	(0.3)		(1.2)		(0.5)
Effective tax rate	28.4	%	121.7	%	(14.7)	%

Schedule of Significant Components of Deferred Tax Assets and Liabilities

The following table presents the significant components of LivaNova’s deferred tax assets and liabilities (in thousands):


	December 31,
	2024		2023
Deferred tax assets:
Net operating loss carryforwards	$	114,678	$	130,097
Interest expense carryforward	93,072		87,308
Accruals and reserves	31,284		33,911
Capitalized/Deferred R&D	30,819		26,744
Tax credit carryforwards	27,801		39,732
Deferred compensation	15,428		16,565
Inventories	10,698		13,584
Other	1,012		3,970
Gross deferred tax assets	324,792		351,911
Valuation allowance	(158,823)		(182,464)
Net deferred tax assets	165,969		169,447
Deferred tax liabilities:
Property, equipment, and intangible assets	(58,350)		(61,511)


Other	(6,679)		(645)
Gross deferred tax liabilities:	(65,029)		(62,156)
Net deferred tax assets	$	100,940	$	107,291
Net deferred tax assets and liabilities, as reported on the consolidated balance sheets as (after valuation allowance and jurisdictional netting):
Net deferred tax assets	$	111,855	$	118,858
Net deferred tax liabilities	(10,915)		(11,567)
Net deferred tax assets	$	100,940	$	107,291

Schedule of Reconciliation of Deferred Tax Asset Valuations

The following table presents a reconciliation of the beginning and ending balances of LivaNova’s deferred tax asset valuation allowances (in thousands):


	2024		2023		2022
Balance at beginning of year	$	182,464	$	264,754	$	244,978
Additions	99		38,278		24,896
Deductions	(23,740)		(120,568)		(5,120)
Balance at end of year	$	158,823	$	182,464	$	264,754

Schedule of Operating Loss Carryforwards

The following table presents NOL and tax credit carryforwards as of December 31, 2024, which can be used to reduce LivaNova’s income tax payable in future years (in thousands):


Region	Gross Amount		Tax Benefit		Amount with No Expiration		Amount with Expiration		Carryforward Period
UK NOL	$	384,514	$	96,128	$	96,128	$	—	Unlimited
U.S. State NOL	106,042		7,925		2,813		5,112		2025	-	2044
U.S. Federal NOL	29,563		6,208		—		6,208		2028	-	2034
Other regions NOL	14,509		4,211		4,183		28		2042	-	2042
Asia NOL	848		206		120		86		2025	-	2034
U.S. foreign tax credits	—		15,850		—		15,850		2025	-	2030
U.S. State research & development tax credits	—		6,757		1,361		5,396		2031	-	2043
U.S. tax credits	—		4,116		—		4,116		2039	-	2044
Other non-U.S. tax credits	—		1,078		197		881		2025	-	2034
	$	535,476	$	142,479	$	104,802	$	37,677

Schedule of Unrecognized Tax Benefits Roll Forward

The following table presents a reconciliation of LivaNova’s total gross unrecognized tax benefit (in thousands):


	2024		2023		2022
Gross Balance at beginning of year	$	5,406	$	1,640	$	1,741
Additions for tax positions related to prior years	9,460		—		—
Additions for tax positions related to current year	915		—		—
Tax positions related to prior years for settlement with tax authorities	(143)		5,406		—
Impact of foreign currency exchange rates	(417)		58		(101)
Tax positions related to prior years for lapses of statute of limitations	—		(1,698)		—
Gross Balance at end of year	$	15,221	$	5,406	$	1,640

Schedule of Gross Unrecognized Tax Benefit

The following table presents the components of LivaNova’s total gross unrecognized tax benefit (in thousands):


	December 31,
	2024		2023
Recorded as liability	$	1,073	$	551
Reduction to deferred tax assets - impacting effective tax rate	4,786		—
Reduction to deferred tax assets with valuation allowance	9,362		4,855
	$	15,221	$	5,406

Schedule of Income Tax Examinations by Jurisdiction

The major jurisdictions where LivaNova is subject to income tax examinations as of December 31, 2024 were as follows:


Jurisdiction						Earliest Year Open
Italy						2019
Germany						2019
U.S. - federal and state						2020
England and Wales						2020
Canada						2020

Cover Page - USD ($) $ in Billions	12 Months Ended
Cover Page - USD ($) $ in Billions	Dec. 31, 2024	Feb. 18, 2025	Jun. 30, 2024
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Current Fiscal Year End Date	--12-31
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 Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 3.0
Entity Common Stock, Shares Outstanding (in shares)		54,351,765
Documents Incorporated by Reference	Portions of the definitive proxy statement of LivaNova PLC for the 2025 Annual General Meeting of Shareholders, which will be filed within 120 days of December 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K.
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Entity Central Index Key	0001639691

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 15. Income Taxes

Income (Loss) Before Income Tax and Income Tax Expense (Benefit)

The following table presents the U.S. and non-U.S. components of income (loss) before income tax and LivaNova’s income tax expense (benefit) (in thousands):


	2024		2023		2022
Income (loss) before income tax:
UK and Non-U.S.	$	86,886	$	60,799	$	22,570
U.S.	1,424		(142,025)		(97,712)
	$	88,310	$	(81,226)	$	(75,142)
Income tax expense (benefit):
Current:
UK and Non-U.S.	$	13,851	$	10,954	$	4,782
U.S.	4,412		4,598		4,860
	18,263		15,552		9,642
Deferred:
UK and Non-U.S.	5,987		(114,428)		1,409
U.S.	808		—		—
	6,795		(114,428)		1,409
	$	25,058	$	(98,876)	$	11,051

Effective Income Tax Rate Reconciliation

LivaNova PLC is resident in the UK for tax purposes. LivaNova’s subsidiaries conduct operations and earn income in numerous countries and are subject to the laws of taxing jurisdictions within those countries, and the income tax rates imposed in the tax jurisdictions in which LivaNova’s subsidiaries conduct operations vary. As a result of the changes in the overall level of the Company’s income, the earnings mix in various jurisdictions, and the changes in tax laws, LivaNova’s consolidated effective income tax rate may vary from one reporting period to another.

LivaNova is subject to income taxes as well as non-income-based taxes in the U.S., the UK, the EU, and various other jurisdictions. LivaNova continues to monitor the adoption of Pillar Two by the taxing jurisdictions in which it operates. The UK has enacted legislation providing for a minimum effective tax rate of 15% through a multinational top-up tax and a domestic top-up tax for accounting periods beginning on or after December 31, 2023. Since LivaNova does not have significant operations in jurisdictions with tax rates below 15%, the multinational top-up tax and domestic top-up taxes under Pillar Two

do not have a material impact on the effective rate for 2024. LivaNova will continue to monitor legislative developments and related guidance in the UK and other jurisdictions that may impact LivaNova’s operations.

The following table presents a reconciliation of the statutory income tax rate to LivaNova’s effective income tax rate expressed as a percentage of income (loss) before income tax:


	2024		2023		2022
Statutory tax rate at UK Rate	25.0	%	23.5	%	19.0	%
Interest	9.5		—		—
Deferred tax valuation allowance	(7.7)		100.5		(18.8)
Research and development tax credits	(4.1)		0.3		1.2
Subsidiary investments and impairments	1.9		(3.1)		(27.6)
Foreign tax withholding and credits	1.2		—		—
Foreign tax rate differential	1.1		5.2		10.6
U.S. state and local tax expense, net of federal benefit	0.9		(3.5)		(1.4)
Reserve for uncertain tax positions	0.7		—		—
Disallowable professional fees	0.6		(2.6)		(0.4)
Compensation related items	(0.4)		1.4		(0.1)
Effect of changes in tax rate	—		1.2		6.2
Base erosion anti-abuse tax	—		—		(2.9)
Other, net	(0.3)		(1.2)		(0.5)
Effective tax rate	28.4	%	121.7	%	(14.7)	%

Deferred Income Tax Assets and Liabilities

The following table presents the significant components of LivaNova’s deferred tax assets and liabilities (in thousands):


	December 31,
	2024		2023
Deferred tax assets:
Net operating loss carryforwards	$	114,678	$	130,097
Interest expense carryforward	93,072		87,308
Accruals and reserves	31,284		33,911
Capitalized/Deferred R&D	30,819		26,744
Tax credit carryforwards	27,801		39,732
Deferred compensation	15,428		16,565
Inventories	10,698		13,584
Other	1,012		3,970
Gross deferred tax assets	324,792		351,911
Valuation allowance	(158,823)		(182,464)
Net deferred tax assets	165,969		169,447
Deferred tax liabilities:
Property, equipment, and intangible assets	(58,350)		(61,511)


Other	(6,679)		(645)
Gross deferred tax liabilities:	(65,029)		(62,156)
Net deferred tax assets	$	100,940	$	107,291
Net deferred tax assets and liabilities, as reported on the consolidated balance sheets as (after valuation allowance and jurisdictional netting):
Net deferred tax assets	$	111,855	$	118,858
Net deferred tax liabilities	(10,915)		(11,567)
Net deferred tax assets	$	100,940	$	107,291

LivaNova reviews the realizability of its deferred tax assets by jurisdictions at each balance sheet date by weighing the positive and negative evidence including cumulative losses and impacts of transactions or other events. As of December 31, 2024 and 2023, LivaNova had valuation allowances against deferred tax assets of $158.8 million and $182.5 million, respectively. These valuation allowances were primarily related to continuing operations and are a result of significant negative evidence in the form of cumulative losses in certain jurisdictions. The decrease in valuation allowance primarily relates to the release of valuation allowances in Italy of $13.0 million for 2024 and in the UK of $110.8 million for 2023, partially offset by continued valuation allowance accruals in the U.S., Brazil and other countries. Any changes to the realizability of the deferred tax assets due to transactions and other events in 2025 will be accounted for during the quarter in which they occur.

The following table presents a reconciliation of the beginning and ending balances of LivaNova’s deferred tax asset valuation allowances (in thousands):


	2024		2023		2022
Balance at beginning of year	$	182,464	$	264,754	$	244,978
Additions	99		38,278		24,896
Deductions	(23,740)		(120,568)		(5,120)
Balance at end of year	$	158,823	$	182,464	$	264,754

The following table presents NOL and tax credit carryforwards as of December 31, 2024, which can be used to reduce LivaNova’s income tax payable in future years (in thousands):


Region	Gross Amount		Tax Benefit		Amount with No Expiration		Amount with Expiration		Carryforward Period
UK NOL	$	384,514	$	96,128	$	96,128	$	—	Unlimited
U.S. State NOL	106,042		7,925		2,813		5,112		2025	-	2044
U.S. Federal NOL	29,563		6,208		—		6,208		2028	-	2034
Other regions NOL	14,509		4,211		4,183		28		2042	-	2042
Asia NOL	848		206		120		86		2025	-	2034
U.S. foreign tax credits	—		15,850		—		15,850		2025	-	2030
U.S. State research & development tax credits	—		6,757		1,361		5,396		2031	-	2043
U.S. tax credits	—		4,116		—		4,116		2039	-	2044
Other non-U.S. tax credits	—		1,078		197		881		2025	-	2034
	$	535,476	$	142,479	$	104,802	$	37,677

No provision has been made for income taxes on undistributed earnings of foreign subsidiaries as of December 31, 2024 because it is LivaNova’s intention to indefinitely reinvest undistributed earnings of its foreign subsidiaries. In the event of the distribution of those earnings in the form of dividends, a sale of the subsidiaries, or certain other transactions, LivaNova may be liable for income taxes and withholding taxes. As of December 31, 2024, it was not practicable to determine the exact amount of the deferred tax liability related to those investments.

Uncertain Income Tax Positions

LivaNova operates in multiple jurisdictions with complex legal and tax regulatory environments, and the Company’s tax returns are periodically audited or subjected to review by tax authorities. LivaNova monitors tax law changes and the potential impact on its results of operations. Tax authorities may disagree with certain positions LivaNova has taken and assess additional taxes. LivaNova regularly assesses the likely outcomes of the Company’s tax positions in order to determine the appropriateness of its reserves for uncertain tax positions. However, there can be no assurance that LivaNova will accurately predict the outcome of these audits, and the actual outcome of an audit could have a material impact on LivaNova’s consolidated results of income, financial position, or cash flows.

The following table presents a reconciliation of LivaNova’s total gross unrecognized tax benefit (in thousands):


	2024		2023		2022
Gross Balance at beginning of year	$	5,406	$	1,640	$	1,741
Additions for tax positions related to prior years	9,460		—		—
Additions for tax positions related to current year	915		—		—
Tax positions related to prior years for settlement with tax authorities	(143)		5,406		—
Impact of foreign currency exchange rates	(417)		58		(101)
Tax positions related to prior years for lapses of statute of limitations	—		(1,698)		—
Gross Balance at end of year	$	15,221	$	5,406	$	1,640

The following table presents the components of LivaNova’s total gross unrecognized tax benefit (in thousands):


	December 31,
	2024		2023
Recorded as liability	$	1,073	$	551
Reduction to deferred tax assets - impacting effective tax rate	4,786		—
Reduction to deferred tax assets with valuation allowance	9,362		4,855
	$	15,221	$	5,406

LivaNova currently has tax audits in progress with a number of tax authorities. It is reasonably possible that in the next twelve months the balance of gross unrecognized tax benefit will decrease up to $9.4 million resulting from settlements with tax authorities or the expiration of statutes of limitations.

Accrued interest and penalties totaled $0.1 million, $0.7 million, and $0.3 million as of December 31, 2024, 2023, and 2022, respectively, and were included in other long-term liabilities on LivaNova’s consolidated balance sheets. LivaNova records accrued interest and penalties related to unrecognized tax benefits in interest expense and foreign exchange and other income/(expense), respectively, on LivaNova’s consolidated statements of income (loss).

The major jurisdictions where LivaNova is subject to income tax examinations as of December 31, 2024 were as follows:


Jurisdiction						Earliest Year Open
Italy						2019
Germany						2019
U.S. - federal and state						2020
England and Wales						2020
Canada						2020

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Schedule of Operating Lease Assets and Liabilities

The following table presents the components of operating lease assets and liabilities (in thousands):


	December 31,
	2024		2023
Operating lease assets	$	46,837	$	50,845
Operating lease liabilities:
Accrued liabilities and other	$	9,040	$	8,362
Long-term operating lease liabilities	40,105		45,388
	$	49,145	$	53,750

Schedule of Contractual Maturities of Lease Liabilities

The following table presents the contractual maturities of LivaNova’s lease liabilities as of December 31, 2024 (in thousands):


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

Schedule of Operating Lease Cost and Lease Terms, Discount Rates, and Cash Flow Information

The following table presents the components of operating lease cost (in thousands):


	2024		2023		2022
Operating lease cost	$	11,333	$	10,286	$	10,408
Variable lease cost	964		871		580
Short-term lease cost	749		644		468
	$	13,046	$	11,801	$	11,456

The following table presents the weighted-average remaining lease term and discount rate:


	December 31,
	2024	2023
Weighted-average remaining lease term	8.7 years	9.6 years
Weighted-average discount rate	5.9%	5.7%

The following table presents the supplemental lease information (in thousands):


	2024		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	12,412	$	11,652	$	12,468
Operating lease assets obtained in exchange for lease liabilities	7,373		24,800		7,820

Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 16,654
2026	16,298
2027	16,298
2028	16,654
2029	12,490
Thereafter	46,900
Net finite-lived intangible assets	$ 125,294	$ 149,172

Nature of Operations (Details) $ in Millions	12 Months Ended		14 Months Ended
Nature of Operations (Details) $ in Millions	Dec. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($) segment	Dec. 31, 2024 USD ($)	Sep. 30, 2024 USD ($)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Number of principal business franchises \| segment	2	3
Cybersecurity incident related expenses	$ 9.0	$ 2.6	$ 11.6
Gain on business interruption insurance recovery statement of income or comprehensive income extensible enumeration not disclosed flag	business interruption losses under the Company’s cyber insurance policy
Cyber Litigation
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Insurance settlements receivable	$ 8.4		8.4
Insurance reimbursement of covered costs	5.1
Insurance business interruption proceeds	3.3
Cyber Litigation \| Pending Litigation
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Loss contingency accrual	$ 1.2		$ 1.2	$ 1.2

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net income (loss)	$ 63,234	$ 17,546	$ (86,246)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Income Taxes - Schedule of Components and Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income (loss) before income tax:
UK and Non-U.S.	$ 86,886	$ 60,799	$ 22,570
U.S.	1,424	(142,025)	(97,712)
(Loss) income from continuing operations before tax	88,310	(81,226)	(75,142)
Current:
UK and Non-U.S.	13,851	10,954	4,782
U.S.	4,412	4,598	4,860
Current income tax expense	18,263	15,552	9,642
Deferred:
UK and Non-U.S.	5,987	(114,428)	1,409
U.S.	808	0	0
Deferred income tax expense	6,795	(114,428)	1,409
Total income tax (benefit) expense	$ 25,058	$ (98,876)	$ 11,051

Stock-Based Incentive Plans - Schedule of Performance-Based Restricted Stock and Restricted Stock Unit Activity (Details) - Operating performance-based RSUs - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant date fair value of performance-based RSUs granted during the year (per share)	$ 64.83	$ 40.63	$ 92.53
Aggregate fair value of performance-based RSUs that vested during the year (in thousands)	$ 4,460	$ 3,641	$ 877

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Investments (Tables)

12 Months Ended

Dec. 31, 2024

Investments [Abstract]

Schedule of Long Term Investments

The following table presents the carrying value of LivaNova’s investments:


	December 31,
	2024		2023
Investment with readily determinable fair value:
Ceribell, Inc. (1)	$	10,144	$	—
Investments without readily determinable fair values:
Cadence Neuroscience, Inc.	5,000		5,000
Noctrix Health, Inc.	3,410		3,159
Rainbow Medical Ltd.	1,017		1,084
Highlife S.A.S.	984		1,049
MD Start II	811		865
ShiraTronics, Inc. (2)	—		5,750
Ceribell, Inc. (1)	—		3,000
	11,222		19,907
Equity method investment (3)	3,718		2,936
	$	25,084	$	22,843

(1)On October 10, 2024, Ceribell, Inc. (Nasdaq: CBLL) announced its initial public offering and began trading on October 11, 2024. Per the amended Articles of Incorporation, LivaNova’s Series B Preferred shares converted to common stock upon the offering. As a result, LivaNova’s investment in Ceribell, Inc. is now classified as an investment with a readily determinable fair value and

measured on a recurring basis (Level 1) (previously Level 3 with fair value measured on a nonrecurring basis). As of December 31, 2024, LivaNova held 391,952 common shares and recognized a $7.1 million unrealized gain on investment during the fourth quarter of 2024, which is included in foreign exchange and other income/(expense) on LivaNova’s consolidated statements of income (loss).

(2)During the second quarter of 2024, LivaNova recognized an impairment of its investment in ShiraTronics, Inc. upon the conversion of LivaNova’s investment from preferred shares to common stock, which is included in foreign exchange and other income/(expense) on LivaNova’s consolidated statements of income (loss).

(3)As of December 31, 2024 and 2023, LivaNova had commitments to fund follow-on investments up to €1.0 million and €1.9 million ($1.0 million and $2.0 million as of December 31, 2024 and 2023, respectively) based on cash calls.

Supplemental Financial Information - Cash, Cash Equivalents, Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 428,858	$ 266,504
Restricted cash	294,698	311,368
Cash, cash equivalents and restricted cash	$ 723,556	$ 577,872	$ 515,618	$ 207,992

Stock-Based Incentive Plans - Schedule of Share-Option Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Dividend yield	0.00%	0.00%	0.00%
Risk-free interest rate	3.40%	3.70%	2.50%
Expected option term (in years)	5 years 3 months 18 days	5 years 3 months 18 days	5 years 3 months 18 days
Expected volatility at grant date	43.10%	45.10%	42.20%

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Operating Activities:
Net income (loss)	$ 63,234	$ 17,546	$ (86,246)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Stock-based compensation	33,933	36,352	44,809
Loss on debt extinguishment	25,482	0	0
Remeasurement of derivative instruments, net	(25,345)	(22,911)	(38,656)
Depreciation	25,104	24,737	22,373
Amortization of debt issuance costs	21,599	19,053	21,334
Amortization	17,212	25,472	25,198
Amortization of operating lease assets	8,828	10,647	10,225
Gain on investment revaluation - Ceribell, Inc.	(7,144)	0	0
Deferred income tax expense (benefit)	6,795	(114,428)	1,409
Impairment of investments	5,768	0	0
Remeasurement of contingent consideration to fair value	3,316	9,360	(29,881)
Impairment of long-lived assets	0	89,974	0
ACS inventory obsolescence adjustment	0	12,621	0
Impairment of goodwill	0	0	129,396
Other	2,950	1,111	1,653
Changes in operating assets and liabilities:
Accounts receivable, net	11,060	(28,864)	(4,810)
Inventories	(6,757)	(28,478)	(25,679)
Other current and non-current assets	(1,645)	15,302	7,486
Accounts payable and accrued current and non-current liabilities	(14,478)	19,190	(3,510)
Taxes payable	10,851	7,361	1,378
Litigation provision liability	2,275	(19,131)	(6,558)
Net cash provided by operating activities	183,038	74,914	69,921
Investing Activities:
Purchases of property, plant, and equipment	(47,107)	(34,981)	(26,517)
Purchase of investments	(1,142)	(6,504)	(2,952)
Acquisitions, net of cash acquired	0	0	(8,857)
Other	89	1,154	(88)
Net cash used in investing activities	(48,160)	(40,331)	(38,414)
Financing Activities:
Proceeds from long-term debt obligations	335,513	50,000	507,547
Repayment of long-term debt obligations	(247,546)	(21,624)	(223,541)
Payment of debt extinguishment costs	(38,953)	0	0
Purchase of capped calls	(31,637)	0	0
Proceeds from unwind of capped calls	22,523	0	0
Payment of contingent consideration	(13,750)	0	0
Shares repurchased from employees for minimum tax withholding	(8,439)	(7,503)	(8,671)
Proceeds from exercise of stock options	6,341	19	645
Payment of debt issuance costs	(5,939)	0	(3,292)
Proceeds from deferred consideration from sale of Heart Valves, net of working capital adjustments	0	0	4,596
Other	438	592	2,846
Net cash provided by financing activities	18,551	21,484	280,130
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(7,745)	6,187	(4,011)
Net increase in cash, cash equivalents, and restricted cash	145,684	62,254	307,626
Cash, cash equivalents, and restricted cash at beginning of period	577,872	515,618	207,992
Cash, cash equivalents, and restricted cash at end of period	723,556	577,872	515,618
Supplementary Disclosures of Cash Flow Information:
Cash paid for interest	38,888	36,910	19,044
Cash paid (received) for income taxes, net	$ 15,912	$ (1,620)	$ 1,221

Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net income (loss) - basic and diluted	$ 63,234	$ 17,546	$ (86,246)
Denominator:
Weighted-average shares outstanding - basic (in shares)	54,240	53,939	53,472
Add: Dilutive effect of share-based compensation and convertible debt instruments (in shares)	334	273	0
Weighted-average shares outstanding - diluted (in shares)	54,574	54,212	53,472
Share-based Payment Arrangement
Denominator:
Antidilutive securities excluded from computation of earnings per share amount (in shares)	2,800	3,000	3,900

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Stock-Based Incentive Plans - Schedule of Allocation of Share Based Compensation Costs by Expense Category (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Employee Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 33,933	$ 36,352	$ 44,809
Income tax benefit	2,632	1,845	706
Total expense, net of income tax benefit	31,301	34,507	44,103
Cost of goods sold
Employee Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	1,210	967	1,455
Selling, general, and administrative
Employee Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	26,349	29,421	35,638
Research and development
Employee Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 6,374	$ 5,964	$ 7,716

Restructuring (Tables)

12 Months Ended

Dec. 31, 2024

Restructuring and Related Activities [Abstract]

Schedule of Asset Impairments


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

Schedule of Reconciliation of Accruals and Other Reserves Related to Restructuring


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

Schedule of Restructuring Expense by Reportable Segment

The following table presents restructuring expense by reportable segment (in thousands):


	2024		2023		2022
Cardiopulmonary	$	—	$	(55)	$	697
Neuromodulation	—		504		2,651
Other (1)	13,356		507		3,263
	$	13,356	$	956	$	6,611

(1)“Other” primarily includes restructuring expense not allocated to segments.

Financing Arrangements

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Financing Arrangements

Note 9. Financing Arrangements

The following table presents a summary of LivaNova’s long-term debt obligations (in thousands, except interest rates):


	December 31,
	2024		2023		Maturity	Interest Rate
Term Facilities	$	313,014	$	328,459	July 2027	7.93%
2029 Notes	258,043		—		March 2029	2.50%
2025 Notes	53,887		255,500		December 2025	3.00%
Bank of America, U.S.	1,500		1,500		January 2025	6.95%
Other	519		568
Total long-term facilities	626,963		586,027
Less: Current portion of long-term debt	77,339		17,484
Total long-term debt obligations	$	549,624	$	568,543

The following table presents the aggregate contractually scheduled maturities of LivaNova’s long-term debt obligations for the next five years, excluding unamortized debt discounts and issuance costs, as of December 31, 2024 (in thousands):


2025	$	81,080
2026	30,625
2027	265,313
2028	—
2029	345,000

Revolving Credit and Term Facilities

The outstanding principal amount of LivaNova’s short-term unsecured revolving credit agreements and other agreements with various banks was $0.7 million and $0.6 million at December 31, 2024 and 2023, respectively, with an average interest rate of 4.64% and loan terms ranging from overnight to 364 days as of December 31, 2024.

On March 8, 2024, LivaNova and LivaNova USA entered into Incremental Facility Amendment No. 3, which provides for LivaNova USA to obtain revolving commitments in an aggregate principal amount of $225.0 million. The $225.0 million revolving facility is subject to the terms and conditions of the 2021 First Lien Credit Agreement, as amended thereof, and replaced the previously existing $125.0 million revolving facility under the 2021 First Lien Credit Agreement. The $225.0 million revolving facility is available for working capital and other general corporate purposes and, if drawn, can be repaid at any time without premium or penalty. The $225.0 million revolving facility matures on March 8, 2029. There were no outstanding borrowings under the revolving facilities under the 2021 First Lien Credit Agreement as of December 31, 2024 and 2023.

The 2021 First Lien Credit Agreement, as amended, also requires the payment of certain commitment fees on the unused portion of the commitments, at a variable percentage based on LivaNova’s Total Net Leverage Ratio. As of December 31, 2024 and 2023, the applicable commitment fee percentage was 0.5% per annum.

On July 6, 2022, LivaNova and its wholly-owned subsidiary, LivaNova USA, entered into Incremental Facility Amendment No. 2, which 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 2025 Notes, unless by that date LivaNova USA will have either redeemed or refinanced the 2025 Notes, or set aside an amount of cash equal to the then-outstanding principal amount of the 2025 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 December 31, 2024, the applicable margin over adjusted term SOFR was equal to 3.25% 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%; (iii) 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 December 31, 2024 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 of not more than 3.50 to 1.00, 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 and an Interest Coverage Ratio of not less than 2.00 to 1.00, calculated as the ratio of Consolidated EBITDA to Consolidated Interest Expense, both as defined in the credit agreement, for the period of four consecutive fiscal quarters ended on the calculation date. As of December 31, 2024, the Company was in compliance with the financial covenants contained in the 2021 First Lien Credit Agreement.

Debt discount and issuance costs related to the Initial Term Facility were $9.6 million. The unamortized debt discount and issuance costs related to the Initial Term Facility were $4.8 million and $6.8 million as of December 31, 2024 and 2023, respectively.

2029 Notes Issuance and 2025 Notes Repurchase Transactions

On March 8, 2024, LivaNova issued $345.0 million aggregate principal amount of 2.50% notes due 2029 by private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, which included exercise in full of the initial purchasers’ option to purchase up to an additional $45.0 million principal amount of the 2029 Notes. The 2029 Notes are senior unsecured obligations of the Company. The Company used part of the proceeds from the issuance of the 2029 Notes to repurchase $230.0 million aggregate principal amount of the 2025 Notes in privately-negotiated transactions for an aggregate cash repurchase consideration of $270.5 million.

The 2025 Notes Repurchase Transaction was treated as a debt extinguishment. The carrying value of the related 2025 Notes, which included the unamortized debt discount and issuance costs and the fair value of the embedded derivative, was derecognized, and the 2029 Notes issued were recognized at fair value. The difference between the consideration used to extinguish the 2025 Notes, the carrying value of the 2025 Notes, and the fair value of the embedded derivative was recognized as a loss on debt extinguishment of $25.5 million on LivaNova’s consolidated statements of income (loss) during the year ended December 31, 2024. Third-party costs incurred directly related to the 2025 Notes Repurchase Transaction were deferred and capitalized as additional debt issuance costs to be amortized on the 2029 Notes.

Contemporaneously with the 2025 Notes Repurchase Transaction, the Company and the financial institutions party to the 2025 Capped Calls agreed to terminate a portion of the 2025 Capped Calls in a notional amount corresponding to the amount of 2025 Notes repurchased. The Company received $22.5 million in cash consideration, the fair value of the terminated portion, upon settlement. The terms of the remaining 2025 Capped Calls remain unchanged and are classified as current derivative assets. For additional information on LivaNova’s embedded and capped call derivative instruments, refer to “Note 7. Derivatives and Risk Management.”

2029 Notes

The sale of the 2029 Notes resulted in $332.1 million in net proceeds to the Company after deducting issuance costs. Interest is payable semiannually in arrears on March 15 and September 15 of each year. The effective interest rate of the 2029 Notes was 9.84% as of December 31, 2024. The 2029 Notes mature on March 15, 2029, unless earlier repurchased, redeemed, or converted.

Debt discount and issuance costs related to the 2029 Notes were $99.6 million, including $87.5 million of discount attributable to the embedded derivative and $12.1 million of new debt issuance costs related to the 2029 Notes. The debt discount and issuance costs are amortized as interest expense using the effective interest method over the term of the 2029 Notes. The unamortized debt discount and issuance costs related to the 2029 Notes as of December 31, 2024 were $87.0 million.

Holders are entitled to convert the 2029 Notes at any time during specified periods, at their option, subject to certain conditions. This includes the right to convert the 2029 Notes during any calendar quarter if the last reported sale price of LivaNova’s ordinary shares is greater than or equal to 130% of the conversion price, or $90.22 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 initial conversion rate for the 2029 Notes is 14.4085 ordinary shares per $1,000 principal amount of 2029 Notes (equivalent to an initial conversion price of $69.40 per share). The conversion rate is subject to adjustment in certain circumstances, as set forth in the indenture governing the 2029 Notes.

As of December 31, 2024, the conditions for conversion were not met. As a result, the Company included its obligations from the 2029 Notes and the associated embedded derivative as long-term liabilities on the consolidated balance sheet as of December 31, 2024, and the 2029 Notes are not convertible during the three months ending March 31, 2025.

Upon any conversion of the 2029 Notes, LivaNova will be required to pay cash up to the aggregate principal amount of the 2029 Notes to be converted and may elect to settle the conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted in cash, shares, or a combination of the two.

On or after December 15, 2028, holders may convert their 2029 Notes at their option at any time until the close of business on the second Scheduled Trading Day (as defined in the indenture governing the 2029 Notes) immediately preceding the maturity date.

The Company may redeem the 2029 Notes, in whole or in part, at its option on or after March 22, 2027 for cash if the last reported sale price of LivaNova’s ordinary share has been at least 130% of the conversion price, or $90.22 per share, then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. Additionally, the Company may redeem the 2029 Notes at its option, prior to the stated maturity, in whole but not in part, in connection with certain tax-related events.

Holders may require the Company to repurchase their 2029 Notes upon the occurrence of a Fundamental Change (as defined in the indenture governing the 2029 Notes) at a repurchase price equal to the principal amount thereof plus accrued and unpaid interest to, but excluding, the repurchase date. In addition, in connection with certain corporate events or if the Company issues a notice of redemption, the Company will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2029 Notes in connection with such corporate event or during the relevant redemption period.

The indenture governing the 2029 Notes contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee (as defined in the indenture governing the 2029 Notes) or holders of at least 25% in aggregate principal amount of the 2029 Notes then outstanding may declare the entire principal amount of all the 2029 Notes, and accrued and unpaid interest on such 2029 Notes, to be immediately due and payable. Upon events of default in connection with specified bankruptcy events involving the Company, the 2029 Notes will become due and payable immediately.

2025 Notes

On June 17, 2020, LivaNova USA issued $287.5 million aggregate principal amount of 3.00% notes due 2025 by private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2025 Notes are senior unsecured obligations of the Company. The sale of the 2025 Notes resulted in $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. On March 8, 2024, in connection with the issuance of the 2029 Notes, the Company used part of the net proceeds to repurchase $230.0 million aggregate principal amount of the 2025 Notes in privately-negotiated transactions. For additional information, refer to “2029 Notes Issuance and 2025 Notes Repurchase Transactions” above. The effective interest rate of the 2025 Notes was 9.95% at December 31, 2024. The 2025 Notes mature on December 15, 2025, unless earlier exchanged, repurchased, or redeemed.

Debt discount and issuance costs related to the 2025 Notes were $82.0 million, including $75.0 million of discount attributable to the embedded derivative and $7.0 million of allocated issuance costs to the 2025 Notes related to legal, bank, and accounting fees. The debt discount and issuance costs are amortized as interest expense using the effective interest method over the term of the 2025 Notes. Upon the closing of the 2025 Notes Repurchase Transaction in March 2024, the remaining unamortized debt discount and issuance costs related to the 2025 Notes were $5.8 million. The unamortized debt discount and issuance costs related to the 2025 Notes as of December 31, 2024 and 2023 were $3.6 million and $32.0 million, respectively.

Holders are entitled to exchange the 2025 Notes at any time during specified periods, at their option, subject to certain conditions. This includes the right to exchange the 2025 Notes during any calendar quarter if the last reported sale price of LivaNova’s ordinary shares 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 2025 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 2025 Notes is 16.3980 ordinary shares per $1,000 principal amount of 2025 Notes (equivalent to an initial exchange price of $60.98 per share). The exchange rate is subject to adjustment in certain circumstances, as set forth in the indenture governing the 2025 Notes.

As of December 31, 2024, the conditions for exchange were not met. The Company included its obligations from the 2025 Notes and the associated embedded derivative as current liabilities on the consolidated balance sheet as of December 31, 2024, and the 2025 Notes are not exchangeable during the three months ending March 31, 2025.

On or after September 15, 2025, holders may exchange their 2025 Notes at their option at any time until the close of business on the second Scheduled Trading Day (as defined in the indenture governing the 2025 Notes) immediately preceding the maturity date.

The Company may redeem the 2025 Notes, in whole or in part, at its option prior to the 51st scheduled trading day immediately preceding the maturity date if the last reported sale price per ordinary share has been at least 130% of the exchange price, or $79.27 per share, then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such 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 2025 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Additionally, the Company may redeem the 2025 Notes at its option, prior to the stated maturity, in whole but not in part, in connection with certain tax-related events.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (g)
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Leases

Note 10. Leases

LivaNova has operating leases primarily for (i) office space; (ii) manufacturing, warehouse, and R&D facilities; and (iii) vehicles. LivaNova’s leases include options to extend the leases, and some of which include options to terminate the leases at the Company’s sole discretion. The following table presents the components of operating lease assets and liabilities (in thousands):


	December 31,
	2024		2023
Operating lease assets	$	46,837	$	50,845
Operating lease liabilities:
Accrued liabilities and other	$	9,040	$	8,362
Long-term operating lease liabilities	40,105		45,388
	$	49,145	$	53,750

The following table presents the contractual maturities of LivaNova’s lease liabilities as of December 31, 2024 (in thousands):


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

The following table presents the components of operating lease cost (in thousands):


	2024		2023		2022
Operating lease cost	$	11,333	$	10,286	$	10,408
Variable lease cost	964		871		580
Short-term lease cost	749		644		468
	$	13,046	$	11,801	$	11,456

The following table presents the weighted-average remaining lease term and discount rate:


	December 31,
	2024	2023
Weighted-average remaining lease term	8.7 years	9.6 years
Weighted-average discount rate	5.9%	5.7%

The following table presents the supplemental lease information (in thousands):


	2024		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	12,412	$	11,652	$	12,468
Operating lease assets obtained in exchange for lease liabilities	7,373		24,800		7,820

Financing Arrangements - Schedule of Long-Term Debt Outstanding (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Mar. 08, 2024	Dec. 31, 2023	Jun. 17, 2020
Debt Instrument [Line Items]
Total long-term facilities	$ 626,963		$ 586,027
Less: Current portion of long-term debt	77,339		17,484
Total long-term debt obligations	549,624		568,543
Term Facilities
Debt Instrument [Line Items]
Total long-term facilities	$ 313,014		328,459
Interest Rate	7.93%
Senior Notes \| 2029 Notes
Debt Instrument [Line Items]
Total long-term facilities	$ 258,043		0
Interest Rate	2.50%	2.50%
Senior Notes \| 2025 Notes
Debt Instrument [Line Items]
Total long-term facilities	$ 53,887		255,500
Interest Rate	3.00%			3.00%
Other
Debt Instrument [Line Items]
Total long-term facilities	$ 519		568
Bank of America, U.S.
Debt Instrument [Line Items]
Interest Rate	6.95%
Bank of America, U.S. \| Loans Payable
Debt Instrument [Line Items]
Total long-term facilities	$ 1,500		$ 1,500

Fair Value Measurements - Schedule of Fair Value of Contingent Consideration by Acquisition (Details) - Recurring - Level 3 - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Business Acquisition, Contingent Consideration [Line Items]
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability value	$ 84,218	$ 94,652
ImThera
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration	84,218	80,902
ALung
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration	0	$ 13,750
Contingent consideration paid	$ 13,800

Geographic and Segment Information - Property, Plant, and Equipment by Geographic Region (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant, and equipment, net	$ 170,260	$ 154,181
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant, and equipment, net	65,170	62,701
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant, and equipment, net	94,394	85,606
Rest of World
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant, and equipment, net	10,696	5,874
Italy
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant, and equipment, net	$ 73,700	$ 69,900

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-term debt	$ 626,963	$ 586,027
2025 Notes \| Senior Notes
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-term debt	53,887	255,500
Debt instrument, fair value	58,700	314,400
2029 Notes \| Senior Notes
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-term debt	258,043	$ 0
Debt instrument, fair value	$ 343,700

- Definition

Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-10

+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Income Taxes - Schedule of Reconciliation of Deferred Tax Asset Valuations (Details) - SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Valuation Allowance [Roll Forward]
Balance at beginning of year	$ 182,464	$ 264,754	$ 244,978
Additions	99	38,278	24,896
Deductions	(23,740)	(120,568)	(5,120)
Balance at end of year	$ 158,823	$ 182,464	$ 264,754

Stock-Based Incentive Plans

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Incentive Plans

Note 13. Stock-Based Incentive Plans

Stock-Based Plans

During the year ended December 31, 2024, LivaNova issued stock-based compensatory awards with terms approved by the Compensation and Human Capital Management 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, 2026 relative to the total shareholder returns of the S&P Healthcare Equipment Select Industry Index. 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, 2026. Compensation expense related to awards granted during 2024 for the year ended December 31, 2024 was $8.9 million.

Stock-based awards may be granted under the 2015 Plan and the A&R 2022 Plan in the form of stock options, SARs, RSUs, and other stock-based and cash-based awards. As of December 31, 2024, under the 2015 Plan, there were 88,079 shares available for future grants to LivaNova’s non-executive directors and under the A&R 2022 Plan, there were 1,544,717 shares

pursuant to stock options or SARs and 960,838 shares pursuant to other types of awards available for future grants to LivaNova’s employees. In June 2024, the Company’s shareholders approved amendments to the 2015 Plan and the A&R 2022 Plan. The 2015 Plan Amendment increased the number of shares that can be issued from 50,000 to 150,000. The A&R 2022 Plan Amendment increased the number of shares that can be issued pursuant to options or SARs from 2,250,000 to 2,950,000, and the number of shares that can be issued pursuant to other types of awards from 1,500,000 to 2,000,000. In 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.

The Company also provides an ESPP.

Stock-Based Compensation Expense

The following table presents the amounts of stock-based compensation expense recognized in LivaNova’s consolidated statements of income (loss), by expense category (in thousands):


	2024		2023		2022
Cost of goods sold	$	1,210	$	967	$	1,455
Selling, general, and administrative	26,349		29,421		35,638
Research and development	6,374		5,964		7,716
Total stock-based compensation expense	33,933		36,352		44,809
Income tax benefit	2,632		1,845		706
Total expense, net of income tax benefit	$	31,301	$	34,507	$	44,103

The following table presents the amounts of stock-based compensation expense recognized in LivaNova’s consolidated statements of income (loss) by type of arrangement (in thousands):


	2024		2023		2022
Service-based RSUs	$	17,383	$	20,493	$	21,563
Service-based SARs	12,650		13,710		14,065
Market performance-based RSUs	1,402		866		4,651
Operating performance-based RSUs	1,323		162		3,338
Employee share purchase plan	1,175		1,121		1,192
	$	33,933	$	36,352	$	44,809

Unrecognized Stock-Based Compensation

The following table presents the amounts of unrecognized stock-based compensation cost related to non-vested awards, including awards issued as of December 31, 2024 (in thousands):


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

Stock Appreciation Rights and Stock Options

LivaNova uses the Black-Scholes option pricing methodology to calculate the grant date fair market value of SARs. The following table lists the assumptions LivaNova utilized as inputs to the Black-Scholes model:


	2024	2023	2022
Dividend yield (1)	—	—	—
Risk-free interest rate (2)	3.4%	3.7%	2.5%
Expected option term - in years (3)	5.3	5.3	5.3
Expected volatility at grant date (4)	43.1%	45.1%	42.2%

(1)LivaNova has not paid dividends, and no future dividends have been approved.

(2)LivaNova uses yield rates on U.S. Treasury securities for a period that approximates the expected term of the awards granted to estimate the risk-free interest rate.

(3)LivaNova estimated the expected term of the awards granted using historic data of actual time elapsed between the date of grant and the exercise or forfeiture of options or SARs for employees.

(4)LivaNova determines the expected volatility of the awards based on historical volatility.

The following tables present the activity for service-based SARs and stock option awards:


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

(1)The aggregate intrinsic value of SARs and stock options is based on the difference between the fair market value of the underlying stock at December 31, 2024, using the market closing stock price, and the exercise price for awards where the market closing stock price exceeds the exercise price.

(2)Includes the impact of expected future forfeitures.


	2024		2023		2022
Weighted-average grant date fair value of SARs granted during the year (per share)	$	26.28	$	19.44	$	34.13
Aggregate intrinsic value of SARs and stock options exercised during the year (in thousands)	2,828		1,905		2,143

Restricted Stock Units Awards

The following tables present the activity for service-based RSU awards:


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


	2024		2023		2022
Weighted-average grant date fair value of service-based RSUs issued during the year (per share)	$	55.06	$	43.31	$	76.35
Aggregate fair value of RSUs that vested during the year (in thousands)	18,119		14,853		22,793

The following tables present the activity for performance-based RSU awards:


Performance-based RSUs	Number of Shares	Wtd.-Avg. Grant Date Fair Value
Non-vested shares as of December 31, 2023	207,020	$	66.84
Granted	139,587	64.83
Vested	(79,737)	84.62
Forfeited	(66,508)	52.46
Performance adjustments (1)	24,862	76.86
Non-vested shares as of December 31, 2024	225,224	63.42

(1)Represents the difference between the target units granted and the actual units awarded based upon the attainment of performance goals for the Company.


	2024		2023		2022
Weighted-average grant date fair value of performance-based RSUs granted during the year (per share)	$	64.83	$	40.63	$	92.53
Aggregate fair value of performance-based RSUs that vested during the year (in thousands)	4,460		3,641		877

Investments

12 Months Ended

Dec. 31, 2024

Investments [Abstract]

Investments

Note 6. Investments

The following table presents the carrying value of LivaNova’s investments:


	December 31,
	2024		2023
Investment with readily determinable fair value:
Ceribell, Inc. (1)	$	10,144	$	—
Investments without readily determinable fair values:
Cadence Neuroscience, Inc.	5,000		5,000
Noctrix Health, Inc.	3,410		3,159
Rainbow Medical Ltd.	1,017		1,084
Highlife S.A.S.	984		1,049
MD Start II	811		865
ShiraTronics, Inc. (2)	—		5,750
Ceribell, Inc. (1)	—		3,000
	11,222		19,907
Equity method investment (3)	3,718		2,936
	$	25,084	$	22,843

Stockholders’ Equity (Details) - USD ($) $ in Thousands	12 Months Ended
Stockholders’ Equity (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	$ 1,277,628	$ 1,207,624	$ 1,294,645
Other comprehensive (loss) income before reclassifications, before tax	(52,287)	20,769	(46,541)
Tax expense	0	0	0
Other comprehensive (loss) income before reclassifications, net of tax	(52,287)	20,769	(46,541)
Reclassification of loss from accumulated other comprehensive loss, before tax		(533)	5,599
Reclassification of tax expense		0	0
Reclassification of loss (gain) from accumulated other comprehensive loss, after tax		(533)	5,599
Total other comprehensive (loss) income	(52,287)	20,236	(40,942)
Ending balance	1,320,258	1,277,628	1,207,624
Total
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(27,883)	(48,119)	(7,177)
Total other comprehensive (loss) income	(52,287)	20,236	(40,942)
Ending balance	(80,170)	(27,883)	(48,119)
Change in Unrealized (Loss) Gain on Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	0	966	(945)
Other comprehensive (loss) income before reclassifications, before tax	0	(433)	(3,688)
Tax expense	0	0	0
Other comprehensive (loss) income before reclassifications, net of tax	0	(433)	(3,688)
Reclassification of loss from accumulated other comprehensive loss, before tax		(533)	5,599
Reclassification of tax expense		0	0
Reclassification of loss (gain) from accumulated other comprehensive loss, after tax		(533)	5,599
Total other comprehensive (loss) income	0	(966)	1,911
Ending balance	0	0	966
Foreign Currency Translation Adjustments
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(27,883)	(49,085)	(6,232)
Other comprehensive (loss) income before reclassifications, before tax	(52,287)	21,202	(42,853)
Tax expense	0	0	0
Other comprehensive (loss) income before reclassifications, net of tax	(52,287)	21,202	(42,853)
Reclassification of loss from accumulated other comprehensive loss, before tax		0	0
Reclassification of tax expense		0	0
Reclassification of loss (gain) from accumulated other comprehensive loss, after tax		0	0
Total other comprehensive (loss) income	(52,287)	21,202	(42,853)
Ending balance	$ (80,170)	$ (27,883)	$ (49,085)

Basis of Presentation, Use of Accounting Estimates, and Significant Accounting Policies (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Restricted cash	$ 294,698	$ 311,368
SNIA \| Judicial Ruling \| Bridge Loan
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Percentage of cash collateral required as guarantee (as a percent)	105.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Leases - Schedule of Lease Terms and Discount Rates (Details)	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted-average remaining lease term	8 years 8 months 12 days	9 years 7 months 6 days
Weighted-average discount rate	5.90%	5.70%

Restructuring - Schedule of Impairments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Property, plant, and equipment		$ 3,894
Operating lease assets		896
Total impairment of long-lived assets	$ 0	89,974	$ 0
Developed technology
Restructuring Cost and Reserve [Line Items]
Impairment of long-lived assets		78,067
Trade names
Restructuring Cost and Reserve [Line Items]
Impairment of long-lived assets		$ 7,117

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Note 5. Goodwill and Intangible Assets

The following table presents LivaNova’s finite-lived and indefinite-lived intangible assets (in thousands):


	December 31,
	2024		2023
Finite-lived intangible assets:
Customer relationships	$	178,616	$	187,196
Developed technology	97,858		103,490
Trade names	12,453		13,280
Other intangible assets	721		773
Total gross finite-lived intangible assets	289,648		304,739
Accumulated amortization - Customer relationships	90,895		84,647
Accumulated amortization - Developed technology	60,315		56,921
Accumulated amortization - Trade names	12,453		13,280
Accumulated amortization - Other intangible assets	691		719
Total accumulated amortization	164,354		155,567
Net finite-lived intangible assets	$	125,294	$	149,172
Indefinite-lived intangible assets:
IPR&D	$	112,000	$	112,006
Goodwill	750,006		782,941
Total indefinite-lived intangible assets	$	862,006	$	894,947

The following table presents the amortization periods for LivaNova’s finite-lived intangible assets as of December 31, 2024:


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

The following table presents estimated future amortization expense based on LivaNova’s finite-lived intangible assets as of December 31, 2024 (in thousands):


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

In connection with the 2024 Restructuring Plan, as previously discussed in “Note 4. Restructuring,” LivaNova recorded impairments of the ACS developed technology and trade names intangible assets of $78.1 million and $7.1 million, respectively, during the year ended December 31, 2023, which are included within impairment of long-lived assets on the consolidated statements of income (loss).

Goodwill

The following table presents the changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2024, 2023, and 2022 (in thousands):


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

(1)“Other” represents LivaNova’s former ACS reportable segment.

As part of LivaNova’s third-quarter 2022 goodwill impairment assessment, the Company considered that revenue for its ACS reporting unit during the nine months ended September 30, 2022 had declined by 29% compared to the prior year period, primarily as a result of a reduction in severe COVID-19 cases, hospital-related challenges, and product mix. As a result, the Company lowered its future revenue projections for the ACS reporting unit. Based on these circumstances, LivaNova concluded it was more likely than not that the goodwill of LivaNova’s ACS reporting unit was impaired and performed a quantitative assessment of the goodwill as of September 30, 2022, using management’s then-current estimate of future cash flows. Based on the valuation performed, LivaNova determined that the fair value of the ACS reporting unit was less than the carrying value and recognized a goodwill impairment of $129.4 million in LivaNova’s consolidated statement of loss during the year ended December 31, 2022.

LivaNova performed a quantitative goodwill impairment assessment for its Cardiopulmonary and Neuromodulation reporting units as of October 1, 2024. The assessment was performed using management’s current estimate of future cash flows. LivaNova concluded that the fair value of its Cardiopulmonary and Neuromodulation reporting units exceeded the carrying value of the respective reporting units and were, therefore, not impaired on the October 1, 2024 test date.

Derivatives and Risk Management - Schedule of Fair Value of Derivative Instruments in Statement of Financial Position (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Derivatives, Fair Value [Line Items]
Long-term derivative assets	$ 23,735	$ 38,496
Accrued liabilities and other	2,915	3,883
Long-term derivative liabilities	51,819	45,569
Derivatives Not Designated as Hedging Instruments:
Derivatives, Fair Value [Line Items]
Derivative asset	27,097	38,496
Derivative liability	54,734	49,452
Derivatives Not Designated as Hedging Instruments: \| Capped call derivatives \| 2025 Notes
Derivatives, Fair Value [Line Items]
Long-term derivative assets	2,624	38,496
Derivatives Not Designated as Hedging Instruments: \| Capped call derivatives \| 2029 Notes
Derivatives, Fair Value [Line Items]
Derivative asset	23,735
Derivatives Not Designated as Hedging Instruments: \| Embedded derivative \| 2025 Notes
Derivatives, Fair Value [Line Items]
Accrued liabilities and other	2,915
Long-term derivative liabilities		45,569
Derivatives Not Designated as Hedging Instruments: \| Embedded derivative \| 2029 Notes
Derivatives, Fair Value [Line Items]
Long-term derivative liabilities	51,819
Derivatives Not Designated as Hedging Instruments: \| FX derivative contracts
Derivatives, Fair Value [Line Items]
Long-term derivative assets	$ 738
Accrued liabilities and other		$ 3,883

Income Taxes - Schedule of Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets:
Net operating loss carryforwards	$ 114,678	$ 130,097
Interest expense carryforward	93,072	87,308
Accruals and reserves	31,284	33,911
Capitalized/Deferred R&D	30,819	26,744
Tax credit carryforwards	27,801	39,732
Deferred compensation	15,428	16,565
Inventories	10,698	13,584
Other	1,012	3,970
Gross deferred tax assets	324,792	351,911
Valuation allowance	(158,823)	(182,464)
Net deferred tax assets	165,969	169,447
Deferred tax liabilities:
Property, equipment, and intangible assets	(58,350)	(61,511)
Other	(6,679)	(645)
Gross deferred tax liabilities:	(65,029)	(62,156)
Net deferred tax assets	100,940	107,291
Net deferred tax assets	111,855	118,858
Net deferred tax liabilities	$ (10,915)	$ (11,567)

Geographic and Segment Information

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Geographic and Segment Information

Note 17. Geographic and Segment Information

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. Prior to 2024, LivaNova operated through three segments: Cardiopulmonary, Neuromodulation, and ACS. During the first quarter of 2024, the Company reorganized its operating and reporting structure upon initiating the 2024 Restructuring Plan. This involved transitioning all ACS standalone cannulae and accessories, including ProtekDuo and transseptal (TandemHeart) cannulae, into its Cardiopulmonary segment. Operations for other ACS products, including LifeSPARC and Hemolung systems, were discontinued in 2024. For additional information, refer to “Note 4. Restructuring.” This restructuring, along with changes in how the Company’s CODM regularly reviews information, allocates resources, and assesses performance, resulted in modifications to LivaNova’s reportable segments. Specifically, LivaNova’s former ACS segment is now included in “Other,” excluding the ACS standalone cannulae and accessories business, which is now included in the Cardiopulmonary reportable segment. As a result, LivaNova now has two reportable segments: Cardiopulmonary and Neuromodulation. The segment financial information presented herein reflects these changes for all periods presented.

LivaNova’s Cardiopulmonary segment is engaged in the design, development, manufacture, marketing, and sale of cardiopulmonary products, including HLMs, oxygenators, autotransfusion systems, perfusion tubing systems, cannulae, and other related accessories.

LivaNova’s Neuromodulation segment is engaged in the design, development, manufacture, marketing, and sale 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 the Company’s former heart failure program, which the Company wound down during 2023.

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


	2024		2023		2022
Cardiopulmonary
United States	$	242,463	$	202,358	$	171,632
Europe (1)	168,024		157,414		128,545
Rest of World (1)	273,025		244,340		214,021
	683,512		604,112		514,198
Neuromodulation
United States	441,022		407,493		374,542
Europe (1)	54,899		57,435		50,291
Rest of World (1)	58,302		54,782		52,160
	554,223		519,710		476,993
Other Revenue (2)	15,702		29,723		30,614
Totals (3) (4)
United States	695,083		635,044		571,558
Europe (1)	220,032		214,792		178,802
Rest of World (1)	338,322		303,709		271,445
	$	1,253,437	$	1,153,545	$	1,021,805

(2)“Other Revenue” includes revenue from the Company’s former ACS reportable segment, as discussed above, as well as rental and site services income not allocated to segments.

(4)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 following table presents a reconciliation of segment income to consolidated income (loss) before tax (in thousands):


	2024		2023		2022
Cardiopulmonary	$	76,848	$	26,407	$	17,106
Neuromodulation	195,309		153,384		172,775
Segment income	272,157		179,791		189,881
Other income/(expense)	(143,106)		(248,289)		(266,633)


Operating income (loss)	129,051		(68,498)		(76,752)
Interest expense (1)	(63,070)		(58,853)		(48,250)
Loss on debt extinguishment	(25,482)		—		—
Foreign exchange and other income/(expense)	47,811		46,125		49,860
Income (loss) before tax	$	88,310	$	(81,226)	$	(75,142)

The following table presents the components of segment income, including significant expenses, of LivaNova’s reportable segments (in thousands):


	Cardiopulmonary						Neuromodulation
	2024		2023		2022		2024		2023		2022
Net revenue	$	683,512	$	604,112	$	514,198	$	554,223	$	519,710	$	476,993
Less:
Cost of sales	316,937		290,929		251,858		50,236		50,213		31,618
Selling, general, and administrative	217,136		207,001		168,601		187,649		175,273		158,977
Research and development	52,904		45,255		42,112		121,029		140,840		113,623
3T litigation provision	19,687		34,520		34,521		—		—		—
	$	76,848	$	26,407	$	17,106	$	195,309	$	153,384	$	172,775

The following table presents assets by reportable segment (in thousands):


	December 31,
	2024		2023
Cardiopulmonary	$	900,672	$	961,976
Neuromodulation	640,956		647,391
Other assets (1)	964,761		820,196
	$	2,506,389	$	2,429,563

(1)“Other assets” primarily include corporate assets not allocated to segments.

The following table presents capital expenditures by segment (in thousands):


	2024		2023		2022
Cardiopulmonary	$	28,089	$	22,367	$	13,828
Neuromodulation	4,244		1,201		369
Other capital expenditures (1)	17,621		11,539		12,395
	$	49,954	$	35,107	$	26,592

(1)“Other capital expenditures” primarily includes corporate capital expenditures not allocated to segments and capital expenditures of LivaNova’s former ACS reportable segment.

Geographic Information

The following table presents property, plant, and equipment, net (1) by geographic region (in thousands):


	December 31,
	2024		2023
United States	$	65,170	$	62,701
Europe	94,394		85,606
Rest of World	10,696		5,874
	$	170,260	$	154,181

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Geographic and Segment Information - Reconciliation of Segment Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Operating income (loss)	$ 129,051	$ (68,498)	$ (76,752)
Interest expense	(63,070)	(58,853)	(48,250)
Loss on debt extinguishment	(25,482)	0	0
Foreign exchange and other income/(expense)	47,811	46,125	49,860
Income (loss) before tax	88,310	(81,226)	(75,142)
Amortization of debt issuance costs	21,599	19,053	21,334
Operating Segments
Segment Reporting Information [Line Items]
Segment income	272,157	179,791	189,881
Operating Segments \| Cardiopulmonary
Segment Reporting Information [Line Items]
Segment income	76,848	26,407	17,106
Operating Segments \| Neuromodulation
Segment Reporting Information [Line Items]
Segment income	195,309	153,384	172,775
Other
Segment Reporting Information [Line Items]
Other income/(expense)	$ (143,106)	$ (248,289)	$ (266,633)

Leases - Schedule of Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$ 12,412	$ 11,652	$ 12,468
Operating lease assets obtained in exchange for lease liabilities	$ 7,373	$ 24,800	$ 7,820

Stock-Based Incentive Plans - Schedule of Performance-Based Restricted Stock and Restricted Stock Units Rollforward (Details) - Operating performance-based RSUs - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Number of Shares
Non-vested shares, beginning of year (in shares)	207,020
Granted (in shares)	139,587
Vested (in shares)	(79,737)
Forfeited (in shares)	(66,508)
Performance adjustments (in shares)	24,862
Non-vested shares, end of year (in shares)	225,224	207,020
Wtd.-Avg. Grant Date Fair Value
Balance beginning of year (in dollars per share)	$ 66.84
Granted (in dollars per share)	64.83	$ 40.63	$ 92.53
Vested (in dollars per share)	84.62
Forfeited (in dollars per share)	52.46
Performance adjustments (in dollars per share)	76.86
Balance end of year (in dollars per share)	$ 63.42	$ 66.84

Fair Value Measurements - Schedule of Recurring Fair Value Measurements Using Significant Unobservable Inputs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
2025 Notes
Assets Measured on Recurring Basis
Changes in fair value	$ (5,739)	$ (40,106)	$ (96,025)
2029 Notes
Assets Measured on Recurring Basis
Changes in fair value	(35,638)		0
Cost of goods sold
Liabilities Measured on Recurring Basis
Changes in fair value	$ 1,300	$ 3,800
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of sales	Cost of sales
Research and development
Liabilities Measured on Recurring Basis
Changes in fair value	$ 2,000	$ 5,600
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Research and development	Research and development
Capped Call Derivative Assets \| 2025 Notes
Assets Measured on Recurring Basis
Changes in fair value	$ 13,348	$ 15,897	52,236
Capped Call Derivative Assets \| 2029 Notes
Assets Measured on Recurring Basis
Changes in fair value	7,902	0	0
Level 3 \| Recurring
Liabilities Measured on Recurring Basis
Contingent consideration, beginning	94,652
Contingent consideration, ending	84,218	94,652
Level 3 \| Recurring \| Embedded Derivative Liability \| 2025 Notes
Liabilities Measured on Recurring Basis
Changes in fair value	(5,739)	(40,106)
Additions	0
Cash receipt	0
Payment	(36,915)
Less current portion at period end	2,915
Long-term portion at period end	0
Level 3 \| Recurring \| Embedded Derivative Liability \| 2025 Notes \| Embedded derivative
Liabilities Measured on Recurring Basis
Contingent consideration, beginning	45,569	85,675
Contingent consideration, ending	2,915	45,569	85,675
Level 3 \| Recurring \| Embedded Derivative Liability \| 2029 Notes
Liabilities Measured on Recurring Basis
Changes in fair value	(35,638)	0
Additions	87,457
Cash receipt	0
Payment	0
Less current portion at period end	0
Long-term portion at period end	51,819
Level 3 \| Recurring \| Embedded Derivative Liability \| 2029 Notes \| Embedded derivative
Liabilities Measured on Recurring Basis
Contingent consideration, beginning	0	0
Contingent consideration, ending	51,819	0	0
Level 3 \| Recurring \| Contingent Consideration Liability Arrangements
Liabilities Measured on Recurring Basis
Contingent consideration, beginning	94,652	85,292
Changes in fair value	3,316	9,360
Additions	0
Cash receipt	0
Payment	(13,750)
Contingent consideration, ending	84,218	94,652	85,292
Less current portion at period end	0
Long-term portion at period end	84,218
Level 3 \| Recurring \| Capped Call Derivative Assets \| 2025 Notes
Assets Measured on Recurring Basis
Changes in fair value	(13,348)	(15,897)
Additions	0
Cash receipt	(22,524)
Payment	0
Less current portion at period end	2,624
Long-term portion at period end	0
Level 3 \| Recurring \| Capped Call Derivative Assets \| 2025 Notes \| Capped call derivatives
Assets Measured on Recurring Basis
As of beginning period	38,496	54,393
As of ending period	2,624	38,496	54,393
Level 3 \| Recurring \| Capped Call Derivative Assets \| 2029 Notes
Assets Measured on Recurring Basis
Changes in fair value	(7,902)	0
Additions	31,637
Cash receipt	0
Payment	0
Less current portion at period end	0
Long-term portion at period end	23,735
Level 3 \| Recurring \| Capped Call Derivative Assets \| 2029 Notes \| Capped call derivatives
Assets Measured on Recurring Basis
As of beginning period	0	0
As of ending period	23,735	0	0
Level 3 \| Recurring \| Convertible Notes Receivable
Assets Measured on Recurring Basis
As of beginning period	275	285
Changes in fair value	(275)	(10)
Additions	0
Cash receipt	0
Payment	0
As of ending period	0	$ 275	$ 285
Less current portion at period end	0
Long-term portion at period end	$ 0

Supplemental Financial Information

12 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplemental Financial Information

Note 18. Supplemental Financial Information

The following table presents the components of inventories (in thousands):


	December 31,
	2024		2023
Raw materials	$	71,949	$	81,878
Work-in-process	12,322		12,901
Finished goods	63,295		53,108
	$	147,566	$	147,887

As of December 31, 2024 and 2023, inventories included adjustments totaling $16.4 million and $24.4 million, respectively, to record balances at lower of cost or net realizable value.

The following table presents the components of property, plant, and equipment, net (in thousands):


	December 31,
	2024		2023		Lives in Years
Land	$	12,097	$	14,902
Building and building improvements	87,741		84,543		2	-	36
Equipment, software, furniture, and fixtures	242,947		233,337		3	-	20
Other	6,208		6,690		5	-	7
Capital investment in process	28,020		10,745
Total gross property, plant, and equipment	377,013		350,217
Accumulated depreciation	(206,753)		(196,036)
	$	170,260	$	154,181

The following table presents the components of accrued liabilities and other (in thousands):


	December 31,
	2024		2023
Legal and professional costs	$	17,379	$	17,794
Italian MedTech payback measure	15,981		8,223
Contract liabilities	10,848		10,725
Interest payable	9,479		7,840
Operating lease liabilities (1)	9,040		8,362
Provisions for agents, returns, and other	6,744		4,464
Research and development costs	6,167		2,462
Royalty accrual	4,466		4,441
Current derivative liabilities (2)	2,915		3,883
Restructuring liabilities (3)	2,003		911
Contingent consideration	—		13,750
Other accrued expenses	33,463		24,446
	$	118,485	$	107,301

(1)Refer to “Note 10. Leases.”

(2)Refer to “Note 7. Derivatives and Risk Management.”

(3)Refer to “Note 4. Restructuring.”


	2024		2023		2022
Embedded derivative fair value adjustment (2025 Notes) (1)	$	5,739	$	40,106	$	96,025
Embedded derivative fair value adjustment (2029 Notes) (1)	35,638		—		—
Capped call fair value adjustment (2025 Notes) (1)	(13,348)		(15,897)		(52,236)
Capped call fair value adjustment (2029 Notes) (1)	(7,902)		—		—
Interest income	30,075		22,012		4,697
Investment revaluation - Ceribell, Inc. (2)	7,144		—		—
Impairment of investment - ShiraTronics, Inc. (2)	(5,750)		—		—
FX fluctuations	(4,881)		(705)		378
Dividend income	82		1,540		305
Other	1,014		(931)		691
	$	47,811	$	46,125	$	49,860

(1)Refer to “Note 8. Fair Value Measurements.”

(2)Refer to “Note 6. Investments.”


	December 31,
	2024		2023
Cash and cash equivalents	$	428,858	$	266,504
Restricted cash (1)	294,698		311,368
	$	723,556	$	577,872

(1)Restricted cash represents funds held as collateral for the SNIA Litigation Guarantee. Refer to “Note 11. Commitments and Contingencies.”

Stock-Based Incentive Plans (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Allocation of Share Based Compensation Costs by Expense Category

The following table presents the amounts of stock-based compensation expense recognized in LivaNova’s consolidated statements of income (loss), by expense category (in thousands):


	2024		2023		2022
Cost of goods sold	$	1,210	$	967	$	1,455
Selling, general, and administrative	26,349		29,421		35,638
Research and development	6,374		5,964		7,716
Total stock-based compensation expense	33,933		36,352		44,809
Income tax benefit	2,632		1,845		706
Total expense, net of income tax benefit	$	31,301	$	34,507	$	44,103

Schedule of Allocation of Share-Based Compensation Costs by Type of Arrangement

The following table presents the amounts of stock-based compensation expense recognized in LivaNova’s consolidated statements of income (loss) by type of arrangement (in thousands):


	2024		2023		2022
Service-based RSUs	$	17,383	$	20,493	$	21,563
Service-based SARs	12,650		13,710		14,065
Market performance-based RSUs	1,402		866		4,651
Operating performance-based RSUs	1,323		162		3,338
Employee share purchase plan	1,175		1,121		1,192
	$	33,933	$	36,352	$	44,809

Schedule of Stock-Based Compensation Costs Unrecognized

The following table presents the amounts of unrecognized stock-based compensation cost related to non-vested awards, including awards issued as of December 31, 2024 (in thousands):


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

Schedule of Stock Options Valuation Assumptions

The following table lists the assumptions LivaNova utilized as inputs to the Black-Scholes model:


	2024	2023	2022
Dividend yield (1)	—	—	—
Risk-free interest rate (2)	3.4%	3.7%	2.5%
Expected option term - in years (3)	5.3	5.3	5.3
Expected volatility at grant date (4)	43.1%	45.1%	42.2%

(1)LivaNova has not paid dividends, and no future dividends have been approved.

(2)LivaNova uses yield rates on U.S. Treasury securities for a period that approximates the expected term of the awards granted to estimate the risk-free interest rate.

(3)LivaNova estimated the expected term of the awards granted using historic data of actual time elapsed between the date of grant and the exercise or forfeiture of options or SARs for employees.

(4)LivaNova determines the expected volatility of the awards based on historical volatility.

Schedule of Stock Option Activity

The following tables present the activity for service-based SARs and stock option awards:


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

(2)Includes the impact of expected future forfeitures.


	2024		2023		2022
Weighted-average grant date fair value of SARs granted during the year (per share)	$	26.28	$	19.44	$	34.13
Aggregate intrinsic value of SARs and stock options exercised during the year (in thousands)	2,828		1,905		2,143

Schedule of Restricted Stock Service-Based Activity

The following tables present the activity for service-based RSU awards:


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


	2024		2023		2022
Weighted-average grant date fair value of service-based RSUs issued during the year (per share)	$	55.06	$	43.31	$	76.35
Aggregate fair value of RSUs that vested during the year (in thousands)	18,119		14,853		22,793

Schedule of Performance-Based Restricted Stock and Restricted Stock Unit Activity

The following tables present the activity for performance-based RSU awards:


Performance-based RSUs	Number of Shares	Wtd.-Avg. Grant Date Fair Value
Non-vested shares as of December 31, 2023	207,020	$	66.84
Granted	139,587	64.83
Vested	(79,737)	84.62
Forfeited	(66,508)	52.46
Performance adjustments (1)	24,862	76.86
Non-vested shares as of December 31, 2024	225,224	63.42

(1)Represents the difference between the target units granted and the actual units awarded based upon the attainment of performance goals for the Company.


	2024		2023		2022
Weighted-average grant date fair value of performance-based RSUs granted during the year (per share)	$	64.83	$	40.63	$	92.53
Aggregate fair value of performance-based RSUs that vested during the year (in thousands)	4,460		3,641		877

Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2024

Stockholders' Equity Note [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)


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



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

(1)Taxes were 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.

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Audit Information [Abstract]
Auditor Firm ID	238
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Houston, Texas

Restructuring - Schedule of Restructuring Expense by Reportable Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Charges	$ 13,356	$ 956	$ 6,611
Operating Segments \| Cardiopulmonary
Restructuring Cost and Reserve [Line Items]
Charges	0	(55)	697
Operating Segments \| Neuromodulation
Restructuring Cost and Reserve [Line Items]
Charges	0	504	2,651
Other
Restructuring Cost and Reserve [Line Items]
Charges	$ 13,356	$ 507	$ 3,263

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Stock-Based Incentive Plans - Schedule of Restricted Stock Service-Based Rollforward (Details) - Service-based RSUs - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Number of Shares
Non-vested shares, beginning of year (in shares)	782,537
Granted (in shares)	423,081
Vested (in shares)	(329,587)
Forfeited (in shares)	(113,719)
Non-vested shares, end of year (in shares)	762,312	782,537
Wtd.-Avg. Grant Date Fair Value
Balance beginning of year (in dollars per share)	$ 54.40
Granted (in dollars per share)	55.06	$ 43.31	$ 76.35
Vested (in dollars per share)	54.17
Forfeited (in dollars per share)	54.46
Balance end of year (in dollars per share)	$ 54.32	$ 54.40

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Statutory tax rate at UK Rate	25.00%	23.50%	19.00%
Interest	9.50%	0.00%	0.00%
Deferred tax valuation allowance	(7.70%)	100.50%	(18.80%)
Research and development tax credits	(4.10%)	0.30%	1.20%
Subsidiary investments and impairments	1.90%	(3.10%)	(27.60%)
Foreign tax withholding and credits	1.20%	0.00%	0.00%
Foreign tax rate differential	1.10%	5.20%	10.60%
U.S. state and local tax expense, net of federal benefit	0.90%	(3.50%)	(1.40%)
Reserve for uncertain tax positions	0.70%	0.00%	0.00%
Disallowable professional fees	0.60%	(2.60%)	(0.40%)
Compensation related items	(0.40%)	1.40%	(0.10%)
Effect of changes in tax rate	0.00%	1.20%	6.20%
Base erosion anti-abuse tax	0.00%	0.00%	(2.90%)
Other, net	(0.30%)	(1.20%)	(0.50%)
Effective tax rate	28.40%	121.70%	(14.70%)

Income Taxes - Schedule of Unrecognized Tax Benefits Roll-Forward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Unrecognized Tax Benefits [Roll Forward]
Gross Balance at beginning of year	$ 5,406	$ 1,640	$ 1,741
Additions for tax positions related to prior years	9,460	0	0
Additions for tax positions related to current year	915	0	0
Tax positions related to prior years for settlement with tax authorities	(143)		0
Tax positions related to prior years for settlement with tax authorities		5,406
Impact of foreign currency exchange rates	(417)		(101)
Impact of foreign currency exchange rates		58
Tax positions related to prior years for lapses of statute of limitations	0	(1,698)	0
Gross Balance at end of year	$ 15,221	$ 5,406	$ 1,640

Financing Arrangements - Schedule of Maturities of Long-Term Debt (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Debt Disclosure [Abstract]
2025	$ 81,080
2026	30,625
2027	265,313
2028	0
2029	$ 345,000

New Accounting Pronouncements

12 Months Ended

Dec. 31, 2024

Accounting Standards Update and Change in Accounting Principle [Abstract]

New Accounting Pronouncements

Note 19. New Accounting Pronouncements

Adoption of New Accounting Pronouncements

The following table presents a description of LivaNova’s adoption of a new ASU issued by the FASB and the impact of the adoption on the Company’s consolidated financial statements:

Issue Date & Standard

Description

Adoption

Assessment

November 2023

ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

This ASU expands public entities’ reportable segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, the amount and description of other segment items, and the title and position of the Company’s CODM, as well as an explanation of how the CODM uses the Company’s reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis.

There was no material impact to LivaNova’s reportable segment disclosures as a result of adopting this ASU.

Future Adoption of New Accounting Pronouncements

The following table presents a description of future adoptions of new ASUs issued by the FASB that may have an impact on LivaNova’s consolidated financial statements when adopted:

Issue Date & Standard

Description

Adoption

Assessment

December 2023 ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

This ASU expands annual income tax disclosures primarily related to the rate reconciliation and income taxes paid.

This ASU will be effective for annual periods beginning after December 15, 2024, on a prospective basis, with early adoption and retrospective application permitted.

LivaNova is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

November 2024 ASU No. 2024-03, Income Statement—Reporting Comprehensive

Income—Expense Disaggregation Disclosures

(Subtopic 220-40): Disaggregation of Income Statement Expenses

This ASU requires disclosure in the notes to financial statements of additional information disaggregating specific expense categories underlying certain income statement expense line items, including employee compensation, depreciation, and intangible asset amortization, as well as certain other disclosures to provide enhanced transparency into the nature and function of expenses.

This ASU will be effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. This ASU may be applied on either a prospective or retrospective basis, with early adoption permitted.

LivaNova is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476173/280-10-65-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479343/105-10-65-7

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483550/848-10-65-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483550/848-10-65-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483550/848-10-65-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (h)(2)
-Publisher FASB
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Derivatives and Risk Management

12 Months Ended

Dec. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives and Risk Management

Note 7. Derivatives and Risk Management

Due to the global nature of LivaNova’s operations, the Company is exposed to FX fluctuations. LivaNova enters into FX derivative contracts to reduce the impact of FX fluctuations on earnings and cash flow.

LivaNova is also exposed to equity price risk in connection with its 2025 Notes and 2029 Notes, including exchange/conversion and settlement provisions based on the price of its ordinary shares at exchange/conversion or maturity of the 2025 Notes and 2029 Notes. The Capped Call Transactions associated with the 2025 Notes and 2029 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 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. These derivatives are intended to serve as economic hedges and follow the cash flows of the economic hedged item. The cash flows from these derivative contracts are reported as operating activities on LivaNova’s consolidated statements of cash flows.

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. Interest rate swap gains and losses in AOCI are reclassified to interest expense on LivaNova’s consolidated statements of income (loss). LivaNova evaluates hedge effectiveness at inception. LivaNova had no designated hedging instruments as of December 31, 2024 and 2023.

Freestanding FX Derivatives

The gross notional amount of freestanding FX derivative contracts not designated as hedging instruments outstanding as of December 31, 2024 and 2023 was $442.3 million and $223.4 million, respectively. These derivative contracts are designed to offset the FX effects in earnings of various intercompany loans and trade receivables. LivaNova recorded a net gain for freestanding derivatives of $5.2 million for the year ended December 31, 2024, a net loss of $1.3 million, and a net gain of $4.5 million for the years ended December 31, 2023 and 2022, respectively. These gains and losses are included in foreign exchange and other income/(expense) on LivaNova’s consolidated statements of income (loss).

Capped Call Derivatives

The Capped Call Transactions are carried on the 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 in foreign exchange and other income/(expense) in the consolidated statements of income (loss). The Capped Call Transactions are 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. For additional information, refer to “Note 9. Financing Arrangements.”

2025 Capped Calls

In June 2020, LivaNova issued the 2025 Notes. In connection with the pricing of the 2025 Notes, the Company entered into related privately-negotiated capped call transactions with certain financial institutions. Under the 2025 Capped Calls, the Company purchased a capped call option with an initial strike price of $60.98 and an initial cap price of $100.00 per share. The strike price, which is subject to certain adjustments, corresponds to the initial exchange price of the 2025 Notes. The 2025 Capped Calls are intended to offset any cash payments upon exchange of the 2025 Notes in excess of the principal amount; however, the proceeds are limited to the initial cap price in the event the Company’s share price exceeds the cap price at the time of an exchange. The 2025 Capped Calls expire on December 15, 2025, and must be settled in cash. The 2025 Capped Calls are subject to anti-dilution adjustments substantially similar to those applicable to the 2025 Notes and cover the number of LivaNova’s ordinary shares underlying the 2025 Notes. If the 2025 Capped Calls are terminated early, settlement occurs at their termination value, which is equal to their fair value at the time of the early termination. In connection with the issuance of the

2029 Notes, the Company repurchased an aggregate principal amount of $230.0 million of the 2025 Notes and unwound a corresponding portion of the 2025 Capped Calls at the fair value of such portion of the 2025 Capped Calls. The Company received $22.5 million in cash consideration, the fair value of the terminated portion, upon settlement. The terms of the remaining 2025 Capped Calls remain unchanged and continue to be classified as long-term derivative assets.

2029 Capped Calls

In March 2024, LivaNova issued the 2029 Notes. In connection with the pricing of the 2029 Notes, the Company entered into related privately-negotiated capped call transactions with certain financial institutions. Under the 2029 Capped Calls, the Company purchased a capped call option with an initial strike price of $69.40 and an initial cap price of $94.28 per share. The strike price, which is subject to certain adjustments, corresponds to the initial conversion price of the 2029 Notes. The 2029 Capped Calls are intended to offset any cash payments and/or cash equivalent value of ordinary shares upon conversion of the 2029 Notes if the market value per ordinary share is greater than the strike price, with such offsets being subject to the initial cap price of $94.28 per share. However, the proceeds under the 2029 Capped Calls are limited to the initial cap price in the event the Company’s share price exceeds the cap price at the time of conversion. The 2029 Capped Calls expire on March 15, 2029, and must be settled in cash. The 2029 Capped Calls are subject to anti-dilution adjustments substantially similar to those applicable to the 2029 Notes and cover the number of LivaNova’s ordinary shares underlying the 2029 Notes. If the 2029 Capped Calls are terminated early, settlement occurs at their termination value, which is equal to their fair value at the time of the early termination. For transaction costs associated with entering into the 2029 Capped Calls, refer to “Additions” in the “Reconciliation of Level 3 Assets and Liabilities” table within “Note 8. Fair Value Measurements.”

Embedded Derivatives

The 2025 Notes and 2029 Notes each include terms resulting in a bifurcated embedded derivative. The Embedded Derivatives are measured at fair value using a binomial lattice model and estimated discounted cash flows that utilize observable and unobservable market data and are adjusted at the end of each reporting period, with the unrealized gain or loss reflected in foreign exchange and other income/(expense) in the consolidated statements of income (loss). For additional information, refer to “Note 9. Financing Arrangements.”

Counterparty Credit Risk

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

The Option Counterparties are financial institutions. To limit LivaNova’s credit risk, the Company selected financial institutions with a minimum long-term investment grade credit rating. LivaNova’s exposure to the credit risk of the Option Counterparties is not secured by any collateral. If one or more of the Option Counterparties becomes subject to insolvency proceedings, LivaNova will become an unsecured creditor in those proceedings, with a claim equal to the Company’s exposure at that time under the 2025 Capped Calls and/or 2029 Capped Calls, as applicable, with that Option Counterparty.

To manage credit risk with respect to LivaNova’s other derivatives, the Company selects and periodically reviews counterparties based on credit ratings, limits its exposure with respect to each counterparty, and monitors their respective 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

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 outstanding interest rate swaps expired on April 6, 2023. LivaNova elected not to renew the interest rate swaps. Interest expense associated with the Initial Term Facility is principally offset by holding proceeds from the Term Facilities in a depository account, which earns a floating rate of interest.

The 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):


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


		2022
Description of Derivative Contract	Location in Earnings of Reclassified Gain or Loss	(Loss) Gain Recognized in OCI		Loss Reclassified from AOCI to Earnings
FX derivative contracts	Foreign exchange and other income/(expense)	$	(4,602)	$	(382)
FX derivative contracts	SG&A	—		(5,165)
Interest rate swap contracts	Interest expense	914		$	(52)
		$	(3,688)	$	(5,599)

Balance Sheet Presentation

LivaNova offsets fair value amounts associated with its derivative instruments that are executed with the same counterparty under master netting arrangements on the Company’s consolidated balance sheets. Master 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 consolidated balance sheets (in thousands):

December 31, 2024

Derivative Assets

Derivative Liabilities

Derivatives Not Designated as Hedging Instruments:

Balance Sheet Location

Fair Value (1)

Balance Sheet Location

Fair Value (1)

Capped call derivatives (2025 Notes)

Prepaid expenses and other current assets

2,624

Capped call derivatives (2029 Notes)

Long-term derivative assets

23,735

Embedded derivative (2025 Notes)

Accrued liabilities and other

2,915

Embedded derivative (2029 Notes)

Long-term derivative liabilities

51,819

FX derivative contracts

Prepaid expenses and other current assets

738

Total derivatives not designated as hedging instruments

27,097

54,734

December 31, 2023

Derivative Assets

Derivative Liabilities

Derivatives Not Designated as Hedging Instruments:

Balance Sheet Location

Fair Value (1)

Balance Sheet Location

Fair Value (1)

Capped call derivatives (2025 Notes)

Long-term derivative assets

38,496

Embedded derivative (2025 Notes)

Long-term derivative liabilities

45,569

FX derivative contracts

Accrued liabilities and other

3,883

Total derivatives not designated as hedging instruments

38,496

49,452

(1)For the classification of inputs used to evaluate the fair value of LivaNova’s derivatives, refer to “Note 8. Fair Value Measurements.”

Stock-Based Incentive Plans - Schedule of Share-Based Compensation, Stock Options, Rollforward (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) $ / shares shares
Number of Optioned Shares
Outstanding - beginning of period, shares (in shares) \| shares	2,954,302
Granted, shares (in shares) \| shares	729,482
Exercised, shares (in shares) \| shares	(236,248)
Forfeited, shares (in shares) \| shares	(195,958)
Expired, shares (in shares) \| shares	(206,046)
Outstanding - end of period, shares (in shares) \| shares	3,045,532
Fully vested and exercisable - end of year (in shares) \| shares	1,603,643
Fully vested and expected to vest - end of period (in shares) \| shares	2,967,677
Wtd.-Avg. Exercise Price per Share
Beginning of period (in dollars per share) \| $ / shares	$ 62.40
Granted (in dollars per share) \| $ / shares	55.77
Exercised (in dollars per share) \| $ / shares	47.22
Forfeited (in dollars per share) \| $ / shares	51.60
Expired (in dollars per share) \| $ / shares	76.76
End of period (in dollars per share) \| $ / shares	61.70
Fully vested and exercisable - end of year (in dollars per share) \| $ / shares	67.36
Fully vested and expected to vest - end of year (in dollars per share) \| $ / shares	$ 61.92
Wtd.-Avg. Remaining Contractual Term (years)
Outstanding - end of year	6 years 9 months
Fully vested and exercisable — end of year	5 years 2 months 12 days
Fully vested and expected to vest - end of year	6 years 8 months 8 days
Aggregate Intrinsic Value
Outstanding - end of year \| $	$ 3,577
Fully vested and exercisable — end of year \| $	1,727
Fully vested and expected to vest — end of year \| $	$ 3,492

Stock-Based Incentive Plans - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2024	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)		4 years
Total expense, net of income tax benefit	$ 8.9
Number of shares available for grant (in shares)	88,079	88,079
Market performance-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)		3 years
Operating performance-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)		3 years
Share-Based Payment Arrangement, Option \| 2022 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)	1,544,717	1,544,717
Share-Based Payment Arrangement, Option \| A&R 2022 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)				2,250,000	1,900,000
Employee share purchase plan \| 2015 Plan Member
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)	150,000	150,000	50,000
Employee share purchase plan \| A&R 2022 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)	2,950,000	2,950,000	2,250,000
Other Than Option, Awards \| 2022 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)	960,838	960,838
Other Than Option, Awards \| A&R 2022 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)	2,000,000	2,000,000	1,500,000	1,500,000	1,200,000

Revenue Recognition	12 Months Ended
Revenue Recognition	Dec. 31, 2024
Revenue Recognition and Deferred Revenue [Abstract]
Revenue Recognition	Note 3. Revenue Recognition LivaNova generates revenue through contracts with customers consisting primarily of hospitals, healthcare institutions, and distributors. Revenue is measured based on consideration specified in customer contracts and excludes amounts collected on behalf of third parties. The Company measures the consideration based upon the estimated amount to be received. The amount of consideration LivaNova ultimately receives varies depending upon the return terms, sales rebates, discounts, and other incentives the Company may offer, which are accounted for as variable consideration when estimating the amount of revenue to recognize. LivaNova has historically experienced a low rate of product returns, and the total value of product returns has not been significant to the Company’s consolidated financial statements. LivaNova recognizes revenue when a performance obligation is satisfied by transferring control of a product or providing service to a customer. Some of LivaNova’s contracts include the purchase of multiple products and/or services. In such cases, LivaNova allocates the transaction price based upon the relative estimated standalone selling price of each product and/or service sold. LivaNova records state and local sales taxes net; that is, the Company excludes sales tax from revenue. Typically, LivaNova’s contracts do not have a significant financing component. LivaNova incurs incremental commission fees paid to the sales force associated with the sale of products. LivaNova applies the practical expedient within ASC 606-10-50-22 and has elected to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset the entity would otherwise recognize is one year or less. As a result, no commissions have been capitalized as contract costs since adoption of ASC 606. The following is a description of the principal activities (separated by reportable segments) from which LivaNova generates its revenue. For more detailed information about LivaNova’s reportable segments, including disaggregated revenue results by major product line and primary geographic markets, see “Note 17. Geographic and Segment Information.” Cardiopulmonary Products and Services Cardiopulmonary products include HLMs, oxygenators, autotransfusion systems, perfusion tubing systems, cannulae, and other related accessories. Cardiopulmonary products may include performance obligations associated with assembly and installation of equipment. Accordingly, LivaNova allocates a portion of the sales prices to installation obligations and recognizes that revenue when the service is provided. LivaNova recognizes revenue for equipment and accessory product sales when control of the equipment or product passes to the customer. Technical services include installation, repair, and maintenance of cardiopulmonary equipment under service contracts or upon customer request. Technical service agreements generally provide for upfront payments in advance of rendering services or periodic billing over the contract term. Amounts billed in advance are deferred and recognized as revenue when the performance obligation is satisfied. Technical services are not a significant component of Cardiopulmonary revenue and are presented with the related equipment and accessories revenue. Neuromodulation Products Neuromodulation products are comprised of neuromodulation therapy systems for the treatment of DRE and DTD. LivaNova’s Neuromodulation product line includes the VNS Therapy System, which consists of an implantable pulse generator, a lead that connects the generator to the vagus nerve, and other accessories. LivaNova recognizes revenue for Neuromodulation product sales when control passes to the customer. Contract Balances Due to the nature of LivaNova’s products and services, revenue producing activities may result in contract assets and contract liabilities. These activities relate primarily to Cardiopulmonary technical services contracts for short-term and multi-year service agreements. Contract assets are primarily comprised of unbilled revenues, which occur when a performance obligation has been completed, but not billed to the customer. Contract liabilities are made up of deferred revenue, which occurs when a customer pays for a service before a performance obligation has been completed. Contract assets are included within prepaid expenses and other current assets on the consolidated balance sheets and were insignificant as of December 31, 2024 and 2023. As of December 31, 2024 and 2023, contract liabilities of $14.7 million and $15.3 million, respectively, were included within accrued liabilities and other and other long-term liabilities on LivaNova’s consolidated balance sheets.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 15
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Paragraph 12
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Section 50
-Paragraph 13
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Geographic and Segment Information - Segment Income of LivaNova’s Reportable Segments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Net revenue	$ 1,253,437	$ 1,153,545	$ 1,021,805
Cost of sales	382,564	382,295	314,577
Selling, general, and administrative	526,265	518,129	469,243
Research and development	182,514	193,817	155,805
Operating Segments
Segment Reporting Information [Line Items]
Total	272,157	179,791	189,881
Operating Segments \| Cardiopulmonary
Segment Reporting Information [Line Items]
Net revenue	683,512	604,112	514,198
Cost of sales	316,937	290,929	251,858
Selling, general, and administrative	217,136	207,001	168,601
Research and development	52,904	45,255	42,112
3T litigation provision	19,687	34,520	34,521
Total	76,848	26,407	17,106
Operating Segments \| Neuromodulation
Segment Reporting Information [Line Items]
Net revenue	554,223	519,710	476,993
Cost of sales	50,236	50,213	31,618
Selling, general, and administrative	187,649	175,273	158,977
Research and development	121,029	140,840	113,623
3T litigation provision	0	0	0
Total	$ 195,309	$ 153,384	$ 172,775

Employee Retirement Plans

12 Months Ended

Dec. 31, 2024

Retirement Benefits [Abstract]

Employee Retirement Plans

Note 14. Employee Retirement Plans

Defined Benefit Plans

LivaNova sponsors several defined benefit pension plans, which include plans in the U.S., Italy, Germany, Japan, and France. The Company maintains a frozen cash balance retirement plan in the U.S. that is a contributory, defined benefit plan designed to provide the benefit in terms of a stated account balance dependent on the employer’s promised interest-crediting rate. In Italy and France, LivaNova maintains a severance pay defined benefit plan that obligates the employer to pay a severance payment in case of resignation, dismissal, or retirement. In other jurisdictions, LivaNova sponsors non-contributory, defined benefit plans designated to provide guaranteed minimum retirement benefits to eligible employees.

Risks Related to Defined Benefit Plans

The defined benefit plans expose LivaNova to various demographic and economic risks such as longevity risk, investment risks, currency and interest rate risks, and in some cases inflation risk. Pension fund Trustees are responsible for and have full discretion over the investment strategy of the plan assets. In general, Trustees manage pension fund risks by diversifying the investments of plan assets and in some cases by matching the interest rate risk of liabilities in whole or in part.

The Company has an active de-risking strategy in which it consistently looks for opportunities to reduce the risks associated with its defined benefit plans. The plans are governed by Trustees who have a legal obligation to evenly balance the interests of all stakeholders and operate under the local regulatory framework.

The following table presents the change in benefit obligations and funded status of LivaNova’s U.S. pension benefits (in thousands):


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

The following table presents the change in benefit obligations and funded status of LivaNova’s non-U.S. pension benefits (in thousands):


	Non-U.S. Pension Benefits
	2024		2023		2022
Accumulated benefit obligations at year-end	$	7,215	$	8,099	$	8,248
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	8,260	$	8,532	$	10,817
Service cost	225		239		259
Interest cost	205		239		83
Actuarial (gain)/loss	(208)		86		(831)
Benefits paid	(316)		(972)		(1,060)
Foreign currency exchange rate changes and other	(572)		136		(736)
Projected benefit obligation at end of year	$	7,594	$	8,260	$	8,532
Change in plan assets:
Fair value of plan assets at beginning of year	$	3,290	$	3,232	$	3,142
Actual return on plan assets	(20)		(78)		(80)
Employer contributions	—		263		265
Benefits paid	(78)		(26)		(37)
Foreign currency exchange rate changes and other	(176)		(101)		(58)
Fair value of plan assets at end of year	$	3,016	$	3,290	$	3,232
Funded status at end of year:
Fair value of plan assets	$	3,016	$	3,290	$	3,232
Projected benefit obligations	7,594		8,260		8,532
Underfunded status of the plans (1)	$	4,578	$	4,970	$	5,300
Recognized liability	$	5,682	$	6,367	$	5,300
Amounts recognized on the consolidated balance sheets consist of:
Non-current liabilities	$	5,682	$	6,367	$	5,300
Recognized liability	$	5,682	$	6,367	$	5,300

(1)In certain non-U.S. countries, fully funding pension plans is not a common practice. Consequently, certain pension plans have been partially funded.

The following tables present U.S. and non-U.S. net periodic benefit cost of LivaNova’s defined benefit pension plans by component (in thousands):


	U.S. Pension Benefits
	2024		2023		2022
Interest cost	$	347	$	409	$	254
Expected return on plan assets	(289)		(209)		(298)
Settlement and curtailment loss	—		—		731
Amortization of net actuarial loss	148		233		262
	$	206	$	433	$	949


	Non-U.S. Pension Benefits
	2024		2023		2022
Service cost	$	225	$	239	$	259
Interest cost	205		239		83
Expected return on plan assets	20		78		80
Amortization of net actuarial (gain) loss	(208)		86		(831)
	$	242	$	642	$	(409)


	U.S. Pension Benefits
	December 31,
	2024	2023
Weighted-average assumptions used to determine benefit obligation:
Discount rate	5.41%	4.93%
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate	4.93%	5.10%
Expected return on plan assets	5.00%	5.00%


	Non-U.S. Pension Benefits
	December 31,
	2024			2023
Weighted-average assumptions used to determine benefit obligation:
Discount rate	1.01%	-	3.40%	0.96%	-	3.20%
Rate of compensation increase	2.50%	-	3.50%	2.50%	-	3.50%
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate	1.01%	-	3.40%	0.96%	-	3.20%
Rate of compensation increase	3.00%	-	3.50%	3.38%	-	3.50%

To determine the discount rate for LivaNova’s U.S. benefit plan, the Company used the FTSE Above Median Pension Discount Curve. For the discount rate used for non-U.S. benefit plans, LivaNova considers local market expectations of long-term returns, primarily utilizing the iBoxx Corporate Index Bond rating AA, duration higher than 10 years. The resulting discount rates are consistent with the duration of plan liabilities.

The expected long-term rate of return on plan assets assumption for LivaNova’s U.S. defined benefit plan was derived from a study conducted by the Company’s investment managers. The study includes a review of the anticipated future long-term performance of individual asset classes and considers the appropriate asset allocation strategy, given the anticipated funding requirements of the plan, to determine the average rate of earnings expected on the funds invested.

Retirement Benefit Plan Investment Strategy

In the U.S., LivaNova has an account that holds the defined benefit frozen balance pension plan assets. The Plan Committee sets investment guidelines for the U.S. pension plan. Plan assets in the U.S. are invested in accordance with sound investment practices that emphasize long-term fundamentals. The investment objective for the plan assets in the U.S. is to achieve a positive rate of return that would be expected to close the current funding deficit and enable LivaNova to terminate the frozen pension plan at a reasonable cost. The Plan Committee also oversees the investment allocation process, selects the investment managers, and monitors asset performance. The plan investments consist of a diversified portfolio of fixed income and equity index funds. Securities are also diversified in terms of investment location (domestic and international), tenor (short- and long-term securities), investment objective (growth and value), and size of market.

Outside the U.S., pension plan assets are typically managed by decentralized fiduciary committees. There is a significant variation in asset allocation policy from country to country. Local regulations, local funding rules, and local financial and tax considerations influence the funding and investment allocation process in each country.

The following table presents LivaNova’s U.S. and Non-U.S. pension plan target allocations by asset category:


	U.S. Pension Benefits		Non-U.S. Pension Benefits
	December 31,		December 31,
	2024	2023	2024	2023
Equity securities	29%	29%	1%	1%
Debt securities	70%	70%	81%	79%
Other	1%	1%	18%	20%

Retirement Benefit Fair Values

The following is a description of the valuation methodologies used for retirement benefit plan assets measured at fair value:

Equity Mutual Funds: Valued based on the year-end net asset values of the investment vehicles. The net asset values of the investment vehicles are based on the fair values of the underlying investments of the mutual funds valued at the closing price reported in the active markets in which the individual security is traded. Equity mutual funds have a daily reported net asset value.

Fixed Income Mutual Funds: Valued based on the year-end net asset values of the investment vehicles. The net asset values of the investment vehicles are based on the fair values of the underlying investments of the mutual funds valued based on inputs other than quoted prices that are observable.

Money Markets: Valued based on quoted prices in active markets for identical assets.

The following tables present information by level for the U.S. retirement benefit plan assets that are measured at fair value on a recurring basis (in thousands):


	December 31, 2024		Fair Value Measurement Using Inputs Considered as:
			Level 1		Level 2		Level 3
Equity mutual funds	$	2,169	$	—	$	2,169	$	—
Fixed income mutual funds	5,333		—		5,333		—
Money market funds and cash	78		78		—		—
	$	7,580	$	78	$	7,502	$	—


	December 31, 2023		Fair Value Measurement Using Inputs Considered as:
			Level 1		Level 2		Level 3
Equity mutual funds	$	1,882	$	—	$	1,882	$	—
Fixed income mutual funds	4,571		—		4,571		—
Money market funds	85		85		—		—
	$	6,538	$	85	$	6,453	$	—

The following tables present information by level for the Non-U.S. retirement benefit plan assets that are measured at fair value on a recurring basis (in thousands):


	December 31, 2024		Fair Value Measurement Using Inputs Considered as:
			Level 1		Level 2		Level 3
Equity mutual funds	$	24	$	—	$	24	$	—
Fixed income mutual funds	1,566		—		1,566		—
Money market funds and cash	332		332		—		—
	$	1,922	$	332	$	1,590	$	—


	December 31, 2023		Fair Value Measurement Using Inputs Considered as:
			Level 1		Level 2		Level 3
Equity mutual funds	$	23	$	—	$	23	$	—
Fixed income mutual funds	1,530		—		1,530		—
Money market funds	378		378		—		—
	$	1,931	$	378	$	1,553	$	—

Refer to “Note 2. Basis of Presentation, Use of Accounting Estimates, and Significant Accounting Policies” for discussion of the fair value measurement terms of Levels 1, 2, and 3.

Defined Benefit Retirement Funding

LivaNova makes the minimum required contribution to fund the U.S. pension plan as determined by the Moving Ahead for Progress in the 21st Century Act and the Highway and Transportation Funding Act of 2014. The Company contributed $1.5 million, $1.4 million, and $0.6 million to the pension plans (U.S. and non-U.S.) during the years ended December 31, 2024,

2023, and 2022, respectively. LivaNova anticipates the Company will make contributions to the U.S. pension plan of $0.1 million during the year ended December 31, 2025.


	U.S. Plans		Non-U.S. Plans
2025	$	3,042	$	443
2026	839		451
2027	636		477
2028	486		402
2029	502		499
2030 - 2034	1,861		3,839

Defined Contribution Plans

LivaNova sponsors defined contribution plans in the U.S., including the Cyberonics Employee Retirement Savings Plan, which qualifies under Section 401(k) of the IRC, covering U.S. employees, and the Cyberonics Non-Qualified Deferred Compensation Plan, covering certain U.S. middle and senior management. In addition, LivaNova sponsors the Belgium Defined Contribution Pension Plan for Cyberonics’ Belgium employees. LivaNova incurred expenses for the Company’s defined contribution plans of $9.6 million, $11.1 million, and $9.0 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-lived and Indefinite-lived Intangible Assets

The following table presents LivaNova’s finite-lived and indefinite-lived intangible assets (in thousands):


	December 31,
	2024		2023
Finite-lived intangible assets:
Customer relationships	$	178,616	$	187,196
Developed technology	97,858		103,490
Trade names	12,453		13,280
Other intangible assets	721		773
Total gross finite-lived intangible assets	289,648		304,739
Accumulated amortization - Customer relationships	90,895		84,647
Accumulated amortization - Developed technology	60,315		56,921
Accumulated amortization - Trade names	12,453		13,280
Accumulated amortization - Other intangible assets	691		719
Total accumulated amortization	164,354		155,567
Net finite-lived intangible assets	$	125,294	$	149,172
Indefinite-lived intangible assets:
IPR&D	$	112,000	$	112,006
Goodwill	750,006		782,941
Total indefinite-lived intangible assets	$	862,006	$	894,947

Schedule of Amortization Periods for Finite-lived Intangible Assets

The following table presents the amortization periods for LivaNova’s finite-lived intangible assets as of December 31, 2024:


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

Schedule of Finite-lived Intangible Assets Estimated Future Amortization Expense

The following table presents estimated future amortization expense based on LivaNova’s finite-lived intangible assets as of December 31, 2024 (in thousands):


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

Schedule of Goodwill Carrying Amounts

The following table presents the changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2024, 2023, and 2022 (in thousands):


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

(1)“Other” represents LivaNova’s former ACS reportable segment.

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
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-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Employee Retirement Plans - Schedule of Fair Value of Retirement Benefit Plan Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
U.S. Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 7,580	$ 6,538
U.S. Pension Benefits \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	78	85
U.S. Pension Benefits \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	7,502	6,453
U.S. Pension Benefits \| Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. Pension Benefits \| Equity mutual funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	2,169	1,882
U.S. Pension Benefits \| Equity mutual funds \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. Pension Benefits \| Equity mutual funds \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	2,169	1,882
U.S. Pension Benefits \| Equity mutual funds \| Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. Pension Benefits \| Fixed income mutual funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	5,333	4,571
U.S. Pension Benefits \| Fixed income mutual funds \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. Pension Benefits \| Fixed income mutual funds \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	5,333	4,571
U.S. Pension Benefits \| Fixed income mutual funds \| Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. Pension Benefits \| Money market funds and cash
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	78	85
U.S. Pension Benefits \| Money market funds and cash \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	78	85
U.S. Pension Benefits \| Money market funds and cash \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. Pension Benefits \| Money market funds and cash \| Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Non-U.S. Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1,922	1,931
Non-U.S. Pension Benefits \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	332	378
Non-U.S. Pension Benefits \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1,590	1,553
Non-U.S. Pension Benefits \| Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Non-U.S. Pension Benefits \| Equity mutual funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	24	23
Non-U.S. Pension Benefits \| Equity mutual funds \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Non-U.S. Pension Benefits \| Equity mutual funds \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	24	23
Non-U.S. Pension Benefits \| Equity mutual funds \| Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Non-U.S. Pension Benefits \| Fixed income mutual funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1,566	1,530
Non-U.S. Pension Benefits \| Fixed income mutual funds \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Non-U.S. Pension Benefits \| Fixed income mutual funds \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1,566	1,530
Non-U.S. Pension Benefits \| Fixed income mutual funds \| Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Non-U.S. Pension Benefits \| Money market funds and cash
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	332	378
Non-U.S. Pension Benefits \| Money market funds and cash \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	332	378
Non-U.S. Pension Benefits \| Money market funds and cash \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Non-U.S. Pension Benefits \| Money market funds and cash \| Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 0	$ 0

Goodwill and Intangible Assets - Schedule of Goodwill Carrying Amounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 782,941	$ 768,787	$ 899,525
Goodwill as a result of acquisition			25,893
Measurement period adjustments			977
Impairment	0	0	(129,396)
Foreign currency adjustments	(32,935)	14,154	(28,212)
Goodwill, ending balance	750,006	782,941	768,787
Cardiopulmonary
Goodwill [Roll Forward]
Goodwill, beginning balance	384,187	370,033	398,245
Goodwill as a result of acquisition			0
Measurement period adjustments			0
Impairment			0
Foreign currency adjustments	(32,935)	14,154	(28,212)
Goodwill, ending balance	351,252	384,187	370,033
Neuromodulation
Goodwill [Roll Forward]
Goodwill, beginning balance	398,754	398,754	398,754
Goodwill as a result of acquisition			0
Measurement period adjustments			0
Impairment			0
Foreign currency adjustments	0	0	0
Goodwill, ending balance	398,754	398,754	398,754
Other
Goodwill [Roll Forward]
Goodwill, beginning balance	0	0	102,526
Goodwill as a result of acquisition			25,893
Measurement period adjustments			977
Impairment			(129,396)
Foreign currency adjustments	0	0	0
Goodwill, ending balance	$ 0	$ 0	$ 0

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
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-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

Supplemental Financial Information - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total gross property, plant, and equipment	$ 377,013	$ 350,217
Accumulated depreciation	(206,753)	(196,036)
Total property, plant and equipment, net	170,260	154,181
Land
Property, Plant and Equipment [Line Items]
Total gross property, plant, and equipment	12,097	14,902
Building and building improvements
Property, Plant and Equipment [Line Items]
Total gross property, plant, and equipment	$ 87,741	84,543
Building and building improvements \| Minimum
Property, Plant and Equipment [Line Items]
Lives in Years	2 years
Building and building improvements \| Maximum
Property, Plant and Equipment [Line Items]
Lives in Years	36 years
Equipment, software, furniture, and fixtures
Property, Plant and Equipment [Line Items]
Total gross property, plant, and equipment	$ 242,947	233,337
Equipment, software, furniture, and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Lives in Years	3 years
Equipment, software, furniture, and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Lives in Years	20 years
Other
Property, Plant and Equipment [Line Items]
Total gross property, plant, and equipment	$ 6,208	6,690
Other \| Minimum
Property, Plant and Equipment [Line Items]
Lives in Years	5 years
Other \| Maximum
Property, Plant and Equipment [Line Items]
Lives in Years	7 years
Capital investment in process
Property, Plant and Equipment [Line Items]
Total gross property, plant, and equipment	$ 28,020	$ 10,745

Revenue Recognition (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Revenue Recognition and Deferred Revenue [Abstract]
Contract liabilities	$ 14.7	$ 15.3

Income Taxes - Schedule of Gross Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Changes and Error Corrections [Abstract]
Recorded as liability	$ 1,073	$ 551
Reduction to deferred tax assets - impacting effective tax rate	4,786	0
Reduction to deferred tax assets with valuation allowance	9,362	4,855
Gross unrecognized tax benefits	$ 15,221	$ 5,406	$ 1,640	$ 1,741

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 158,823	$ 182,464
Amount of possible decrease in unrecognized tax benefits in the next 12 months	9,400
Income tax penalties and interest accrued	100	700	$ 300
Ministry of Economic Affairs and Finance, Italy
Operating Loss Carryforwards [Line Items]
Decrease in valuation allowance	$ 13,000
His Majesty's Revenue and Customs (HMRC)
Operating Loss Carryforwards [Line Items]
Decrease in valuation allowance		$ 110,800

Geographic and Segment Information - Revenue by Operating Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Net revenue	$ 1,253,437	$ 1,153,545	$ 1,021,805
U.S. Pension Benefits
Segment Reporting Information [Line Items]
Net revenue	695,083	635,044	571,558
Europe
Segment Reporting Information [Line Items]
Net revenue	220,032	214,792	178,802
Rest of World
Segment Reporting Information [Line Items]
Net revenue	338,322	303,709	271,445
UK NOL
Segment Reporting Information [Line Items]
Net revenue	48,900	41,500	32,300
Operating Segments \| Cardiopulmonary
Segment Reporting Information [Line Items]
Net revenue	683,512	604,112	514,198
Operating Segments \| Neuromodulation
Segment Reporting Information [Line Items]
Net revenue	554,223	519,710	476,993
Operating Segments \| U.S. Pension Benefits \| Cardiopulmonary
Segment Reporting Information [Line Items]
Net revenue	242,463	202,358	171,632
Operating Segments \| U.S. Pension Benefits \| Neuromodulation
Segment Reporting Information [Line Items]
Net revenue	441,022	407,493	374,542
Operating Segments \| Europe \| Cardiopulmonary
Segment Reporting Information [Line Items]
Net revenue	168,024	157,414	128,545
Operating Segments \| Europe \| Neuromodulation
Segment Reporting Information [Line Items]
Net revenue	54,899	57,435	50,291
Operating Segments \| Rest of World \| Cardiopulmonary
Segment Reporting Information [Line Items]
Net revenue	273,025	244,340	214,021
Operating Segments \| Rest of World \| Neuromodulation
Segment Reporting Information [Line Items]
Net revenue	58,302	54,782	52,160
Other
Segment Reporting Information [Line Items]
Net revenue	$ 15,702	$ 29,723	$ 30,614

Basis of Presentation, Use of Accounting Estimates, and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

The accompanying consolidated financial statements of LivaNova have been prepared in accordance with U.S. GAAP.

Consolidation

The accompanying consolidated financial statements for LivaNova include LivaNova’s wholly-owned subsidiaries and the Trust. All intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of LivaNova’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in such financial statements and accompanying notes. These estimates are based on management’s best knowledge of current events and actions that LivaNova may undertake in the future. Estimates are used in accounting for, among other items, valuation and amortization of intangible assets; goodwill, other long-lived assets (asset group); measurement of deferred tax assets and liabilities; uncertain income tax positions; contingent consideration arrangements; derivative assets and liabilities; legal and other contingencies; stock-based compensation; obsolete

and slow-moving inventories; models, such as an impairment analysis; and, in general, allocations to provisions and the fair value of assets and liabilities recorded in a business combination. Actual results could differ materially from those estimates.

Reclassifications

The Company has reclassified certain prior period amounts on the consolidated statements of cash flows for comparative purposes.

Cash and Cash Equivalents

LivaNova considers all highly liquid investments with an original maturity of three months or less, consisting of demand deposit accounts and money market mutual funds, to be cash equivalents. Cash equivalents are carried on the consolidated balance sheets at cost, which approximates their fair value.

Restricted Cash

The Company classifies cash that is not available for use in its operations as restricted cash within current assets on the consolidated balance sheets. As of December 31, 2024, LivaNova’s restricted cash balance was $294.7 million and was comprised of cash deposits with Barclays held as collateral for 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. For additional information regarding the SNIA litigation, please refer to “Note 11. Commitments and Contingencies.”

Accounts Receivable

Accounts receivable consists of trade receivables from direct customers and distributors. The Company maintains an allowance for doubtful accounts for potential credit losses based on its estimates of the ability of customers to make required payments, historical credit experience, existing economic conditions, and expected future trends. LivaNova writes off uncollectible accounts against the allowance when all reasonable collection efforts have been exhausted.

Inventories

LivaNova states its inventories at the lower of cost, using the FIFO method, or net realizable value. The Company’s calculation of cost includes the acquisition cost of raw materials and components, direct labor, and overhead, including depreciation of manufacturing related assets. LivaNova reduces the carrying value of inventories for those items that are potentially excess, obsolete, or slow moving based on changes in customer demand, technology developments, or other economic factors.

PP&E

PP&E is carried at cost, less accumulated depreciation. Maintenance, repairs, and minor replacements are charged to expense as incurred, while significant renewals and improvements are capitalized. LivaNova computes depreciation using the straight-line method over the asset’s estimated useful lives. Leasehold improvements are depreciated over the shorter of the following terms: the useful life of the asset or a term that includes required lease periods and renewals that are deemed to be reasonably assured on the date the leasehold improvements are purchased. Capital improvements to buildings are added as building components and are depreciated over the useful life of the improvement or the building, whichever is less.

Goodwill

LivaNova allocates the amounts the Company pays for an acquisition to the assets acquired and liabilities assumed based on the fair values at the date of acquisition, including property, plant, and equipment; inventories; accounts receivable; long-term debt; and identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the fair value of identifiable intangible assets acquired in a business combination, including IPR&D, on valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. LivaNova allocates any excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired to goodwill. Transaction costs associated with these acquisitions are expensed as incurred and are reported in SG&A on the consolidated statements of income (loss). LivaNova recognizes adjustments to the provisional amounts identified during the measurement period with a corresponding adjustment to goodwill in the reporting period in which the adjustment amounts are determined. The effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts is recorded in the same period’s consolidated financial statements, calculated as if the accounting had been completed at the acquisition date.

Intangible Assets, Other than Goodwill

Intangible Assets, Other Than Goodwill

Intangible assets shown on the consolidated balance sheets consist of finite-lived and indefinite-lived assets expected to generate future economic benefits and are recorded at their respective fair values as of their acquisition date. Finite-lived intangible assets consist primarily of developed technology and technical capabilities, including patents, related know-how, and licensed patent rights, as well as trade names and customer relationships. Customer relationships consist of relationships with hospitals and surgeons in the countries where LivaNova operates. Indefinite-lived intangible assets other than goodwill are composed of IPR&D assets acquired in acquisitions. LivaNova amortizes its finite-lived intangible assets over the assets’ useful lives using the straight-line method. Estimating the useful lives of intangible assets requires LivaNova to apply significant judgment.

Amortization expense is included on LivaNova’s consolidated statements of income (loss) within cost of sales or SG&A based on the nature of the underlying intangible asset. LivaNova evaluates its intangible assets each reporting period to determine whether events and circumstances indicate either a different useful life or impairment. If LivaNova changes its estimate of the useful life of an asset, the Company amortizes the carrying amount over the revised remaining useful life.

Impairments of Long-Lived Assets and Goodwill

Impairments of Long-lived Assets and Goodwill

Long-lived Assets Impairment

Assets Held and Used

LivaNova evaluates the carrying value of its long-lived assets and investments for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Such changes in circumstance may include, among other items, (i) an expectation of a sale, discontinuation, or disposal of a long-lived asset or asset group; (ii) adverse changes in market or competitive conditions; (iii) an adverse change in legal factors or business climate in the markets in which LivaNova operates; and (iv) operating or cash flow losses.

For PP&E and intangible assets used in LivaNova’s operations, recoverability generally is determined by comparing the carrying value of an asset or group of assets to the expected undiscounted future cash flows. If the carrying value of an asset, or group of assets is not recoverable, the amount of impairment loss is measured as the difference between the carrying value of the asset or group of assets and its estimated fair value. The asset grouping as well as the determination of expected undiscounted cash flow amounts requires significant judgments, estimates, and assumptions, including with regard to cash flows generated upon disposition. LivaNova measures fair value as the price that would be received if the Company were to sell the assets in an orderly transaction. Assets to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell.

LivaNova conducts impairment testing of its indefinite-lived intangible assets on October 1st each year. LivaNova tests indefinite-lived intangible assets for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. An impairment loss is recognized when the asset’s carrying value exceeds its fair value.

Goodwill Impairment

LivaNova conducts impairment testing of its goodwill on October 1st each year. Testing is performed at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a business for which financial information is available and is regularly viewed by management. LivaNova’s operating segments are deemed to be its reporting units for purposes of goodwill impairment testing. LivaNova tests goodwill for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

If LivaNova determines that goodwill is more likely than not impaired, the Company compares the fair value of the reporting unit to its carrying amount, including goodwill. Fair value refers to the price that would be received if LivaNova were to sell the unit as a whole in an orderly transaction. Fair value is estimated using a discounted cash flow model and requires various assumptions, including revenue growth rates and discount rates. If the carrying amount of the Company’s reporting unit is greater than zero and its fair value exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. An impairment loss is recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit, up to and including the carrying amount of the goodwill.

If the aggregate fair value of LivaNova’s reporting units exceeds its market capitalization, the Company evaluates the reasonableness of the implied control premium, which includes a comparison to implied control premiums from recent market transactions within its industry or other relevant benchmark data.

Goodwill impairment evaluations are highly subjective. In most instances, such evaluations involve expectations of future cash flows that reflect LivaNova’s judgments and assumptions regarding future industry conditions and operations. The estimates, judgments, and assumptions used in the application of LivaNova’s goodwill impairment policies reflect both historical experience and an assessment of current operational, industry, market, economic, and political environments. The use of different estimates, judgments, assumptions, and expectations regarding future industry and market conditions and operations could result in materially different asset carrying values and operating results.

Quantitative factors used to determine the fair value of the reporting units reflect LivaNova’s best estimates, which the Company believes are reasonable. Future declines in the reporting units’ operating performance or LivaNova’s anticipated business outlook may reduce the estimated fair value of the Company’s reporting units and result in an impairment in the future. Factors that could have a negative impact on the fair value of the reporting units include, but are not limited to:

•Decreases in revenue as a result of the inability of LivaNova’s sales force to effectively market and promote the Company’s products;

•Increased competition, patent expirations, or new technologies or treatments commercialized by competitors;

•Higher operating costs required to sustain the business;

•The outcome of litigation, legal proceedings, investigations, or other claims resulting in significant cash outflows; and

•Increases in the market-participant risk-adjusted WACC.

Derivatives and Risk Management

U.S. GAAP requires companies to recognize all derivatives as assets and liabilities on the balance sheet and to measure the instruments at fair value through earnings unless the derivative qualifies for hedge accounting. If the derivative qualifies for hedge accounting, depending on the nature of the hedge and hedge effectiveness, changes in the fair value of the derivative will either be recognized immediately in earnings or recorded in OCI until the hedged item is recognized in earnings. The changes in the fair value of the derivative are intended to offset the change in fair value of the hedged asset, liability, or probable commitment. LivaNova evaluates hedge effectiveness at inception. Cash flows from hedging and economic hedges are reported as operating activities on the consolidated statements of cash flows.

LivaNova uses currency exchange rate derivative contracts to manage the impact of currency exchange on earnings and cash flows. Forward currency exchange rate contracts are designed to hedge anticipated foreign currency transactions and changes in the value of specific assets and liabilities. At inception of the forward contract, the derivative is designated as either a freestanding derivative or a cash flow hedge. LivaNova does not enter into derivative contracts for speculative purposes. All derivative instruments are recorded at fair value on the consolidated balance sheets as assets or liabilities (current or non-current) depending upon the gain or loss position of the contract and contract maturity date.

Forward contracts designated as cash flow hedges are designed to hedge the variability of cash flows associated with forecasted transactions denominated in a foreign currency that will take place in the future. For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative instrument is reported as a component of AOCI and reclassified into earnings to offset exchange differences originated by the hedged item or the current earnings effect of the hedged item.

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. LivaNova continues to use freestanding derivative forward contracts to offset exposure to the variability of the value associated with assets and liabilities denominated in a foreign currency. These derivatives are not designated as hedges, and therefore, changes in the value of these forward contracts are recognized in earnings, thereby offsetting the current earnings effect of the related change in value of foreign currency denominated assets and liabilities.

Historically, LivaNova has entered into interest rate derivative instruments designated as cash flow hedges to manage the exposure to interest rate movements and to reduce the risk of increased borrowing costs by converting floating-rate debt into fixed-rate debt. Under these agreements, LivaNova agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to agreed-upon notional principal amounts. These interest rate swaps are structured to mirror the payment terms of the underlying loan. The fair value of the interest rate swaps is reported on the consolidated balance sheets as assets or liabilities (current or non-current) depending upon the gain or loss position of the contract and the maturity of the future cash flows of each contract. The gain or loss on these derivatives is reported as a component of AOCI and reclassified to interest expense during the period of the respective interest payment. 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 proceeds from the Initial Term Facility in a depository account, which earns a floating rate of interest.

Fair Value Measurements

LivaNova follows the authoritative guidance on fair value measurements and disclosures with respect to assets and liabilities that are measured at fair value on both a recurring and nonrecurring basis. Under this guidance, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability, based on market data obtained from sources independent of LivaNova. Unobservable inputs are inputs that reflect LivaNova’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The categorization of financial assets and financial liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels defined as follows:

•Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities;

•Level 2 - Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly; and

•Level 3 - Inputs are unobservable for the asset or liability.

LivaNova’s financial assets and liabilities classified as Level 2 include derivative instruments, primarily forward and option currency contracts and interest rate swap contracts, which are valued using standard calculations and models that use readily observable market data as their basis.

LivaNova’s financial assets and liabilities classified as Level 3 include contingent consideration liability arrangements and embedded and capped call derivative instruments.

Contingent consideration liabilities result from acquisition agreements that include potential future payment of consideration that is contingent upon the achievement of performance milestones and/or sales-based earnouts. Contingent consideration is recognized at fair value at the date of acquisition based on the consideration expected to be transferred and estimated as the probability of future cash flows, discounted to present value in accordance with accepted valuation methodologies. The discount rate used is determined at the time of measurement. Contingent consideration is remeasured each reporting period with the change in fair value, including accretion for the passage of time, recorded in earnings. The change in fair value of contingent consideration based on the achievement of regulatory milestones is recorded as research and development expense while the change in fair value of sales-based earnout contingent consideration is recorded as cost of sales. Contingent consideration payments made soon after the acquisition date are classified as an investing activity. Contingent consideration payments that are not made soon after the acquisition date are classified as a financing activity up to the amount of the contingent consideration liability recognized at the acquisition date, with any excess classified as an operating activity. For further information on LivaNova’s Level 3 contingent consideration liability arrangements, please refer to “Note 8. Fair Value Measurements.” For further information on LivaNova’s Level 3 derivative and embedded derivative instruments, please refer to “Note 9. Financing Arrangements” and “Note 8. Fair Value Measurements.” For further information on LivaNova’s Level 3 convertible notes receivable, please refer to “Note 6. Investments.”

Investments

Investments in equity securities with readily determinable fair values and are not accounted for under the equity method are measured at fair value with unrealized gains and losses included in earnings.

Investments in equity securities that do not have readily determinable fair values and are not accounted for under the equity method are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or a similar investment of the same issuer.

LivaNova regularly reviews its investments for changes in circumstance or the occurrence of events that suggest its investments may not be recoverable, and if an impairment is considered to be other than temporary, the loss is recognized on the consolidated statements of income (loss) in the period the determination is made.

Warranty Obligation

LivaNova offers a warranty on various products. The Company estimates the costs that may be incurred under warranties and records a liability in the amount of such costs at the time the product is sold. The amount of the reserve recorded is equal to the estimated net costs to repair or otherwise satisfy the claim. LivaNova includes the warranty obligation in accrued liabilities and other on the consolidated balance sheets. Warranty expense is recorded to cost of goods sold on LivaNova’s consolidated statements of income (loss).

Retirement Benefit Plan Assumptions

LivaNova sponsors various retirement benefit plans, including defined benefit pension plans (pension benefits), defined contribution savings plans, and termination indemnity plans, covering substantially all U.S. employees and employees outside the U.S. Pension benefit costs include assumptions for the discount rate, retirement age, compensation rate increases, and the expected return on plan assets.

Product Liability Accruals

Accruals for product liability claims are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on existing information. Accruals for product liability claims are adjusted periodically as additional information becomes available.

Research and Development

All R&D costs are expensed as incurred. R&D includes costs of basic research activities as well as engineering and technical effort required to develop a new product or make significant improvements to an existing product or manufacturing process. R&D costs also include regulatory and clinical study expenses, including post-market clinical studies.

Leases

LivaNova determines whether an arrangement is or contains a lease at its inception. For operating leases with a term greater than 12 months, LivaNova recognizes operating lease assets and operating lease liabilities based on the present value of the future minimum lease payments over the lease term at the latter of the Company’s lease standard adoption date of January 1, 2019, or the lease commencement date. LivaNova does not record an operating lease asset and corresponding liability for leases with terms of 12 months or less. The Company recognizes the lease payments for such short-term leases within profit and loss on a straight-line basis over the lease term. Variable lease payments, such as common area rent, maintenance charges, and rent escalations not known upon lease commencement, are not included in the determination of the minimum lease payments and are expensed in the period in which the obligation for those payments is incurred. Operating lease assets also includes any lease payments made in advance and excludes lease incentives. LivaNova’s lease terms may include options to extend or terminate a lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

As most of LivaNova’s leases do not provide a readily determinable implicit rate, LivaNova uses its IBR based on the information available at the lease commencement date in determining the present value of future payments. LivaNova’s IBR represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the lease term within a particular currency environment. LivaNova used the IBR available nearest to the Company’s adoption date for leases that commenced prior to that date.

Additionally, LivaNova monitors for events or changes in circumstances that may require a reassessment of the Company’s leases to determine whether a remeasurement is required. For additional information, refer to “Note 10. Leases.”

Stock-Based Compensation

Stock-Based Awards

LivaNova may grant stock-based awards to directors, officers, and key employees. The Company measures the cost of services received in exchange for an award of equity instruments based on the grant date fair market value of the award. LivaNova recognizes equity-based compensation expense ratably over the period that services are provided in exchange for the entire award (all vesting periods). LivaNova issues treasury shares for vesting of RSUs and the exercise of SARs and new shares upon stock option exercises. The Company has the right to elect to pay the cash value of vested restricted stock units in lieu of the issuance of new shares.

SARs

LivaNova may grant SARs that confer upon the grantee the contractual right to receive an amount of cash, stock, or a combination of both, that equals the appreciation in the Company’s stock from the award’s grant date to the exercise date. SARs may be exercised at the grantee’s discretion during the exercise period and do not give the grantee an ownership right in the underlying stock. SARs do not involve payment of an exercise price. LivaNova uses the Black-Scholes option pricing methodology to calculate the grant date fair market value of SARs and compensation is expensed ratably over the service period. The Company determines the expected volatility of the awards based on historical volatility. Calculation of compensation for SAR stock awards requires the Company to estimate historical volatility and forfeiture rates.

Service-Based RSUs

LivaNova may grant service-based RSUs at no purchase cost to the grantee. The grantees of unvested units have no voting rights or rights to dividends, and sale or transfer of the units is restricted until they are vested. The fair market value of service-based RSUs is determined using the market closing price on the grant date, and compensation is expensed ratably over the service period. Calculation of compensation for RSU stock awards requires the Company to estimate forfeiture rates.

Market Performance-Based RSUs

LivaNova may grant market performance-based RSUs at no purchase cost to the grantee. The grantees of unvested units have no voting rights or rights to dividends and sale or transfer of the units is restricted until they are vested. The number of shares that are ultimately transferred to the grantee is dependent upon the Company’s percentile rank of total shareholder return relative to a peer group. The fair market value of market performance-based RSUs is determined utilizing a Monte Carlo simulation on the grant date and compensation is then expensed ratably over the service period. Calculation of compensation for market performance-based stock awards requires the Company to estimate historical volatility and forfeiture rates.

Operating Performance-Based Awards RSUs

LivaNova may grant operating performance-based RSUs at no purchase cost to the grantee. The grantees of unvested units have no voting rights or rights to dividends and sale or transfer of the units is restricted until they are vested. The number of shares that are ultimately transferred to the grantee is dependent upon the Company’s percent achievement of certain targets for cumulative adjusted free cash flow and adjusted return on invested capital. The fair market value of operating performance-based RSUs is determined using the market closing price on the grant date. Compensation is expensed ratably over the service period and is adjusted based upon the estimated and actual percentage achievement of cumulative adjusted free cash flow and return on invested capital as compared to target.

Income Taxes

LivaNova is a UK corporation and operates through the Company’s various subsidiaries in a number of countries throughout the world. LivaNova’s provision for income taxes is based on the tax laws and rates applicable in the jurisdictions in which the Company operates and earns income. LivaNova uses significant judgment and estimates in accounting for its income taxes. The Company recognizes deferred tax assets and liabilities for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of LivaNova’s assets and liabilities, which are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

LivaNova periodically assesses the recoverability of its deferred tax assets by considering whether it is more likely than not that some or all of the actual benefit of those assets will be realized. To the extent that realization does not meet the “more-likely-than-not” criterion, the Company establishes a valuation allowance. LivaNova periodically reviews the adequacy and necessity of the valuation allowance by considering significant positive and negative evidence relative to its ability to recover deferred tax assets and to determine the timing and amount of valuation allowance that should be released. This evidence includes: profitability in the most recent quarters; internal profitability forecasts for the current and next two future years; the amount of

deferred tax asset relative to estimated profitability; the potential effects on future profitability from increasing competition, healthcare reforms, and overall economic conditions; limitations and potential limitations on the use of LivaNova’s net operating losses due to ownership changes, pursuant to IRC Section 382; and the implementation of prudent and feasible tax planning strategies, if any.

LivaNova files federal and local tax returns in many jurisdictions throughout the world and is subject to income tax examinations for its fiscal year 2019 and subsequent years, with certain exceptions. While LivaNova believes that its tax return positions are fully supported, tax authorities may disagree with certain positions the Company has taken and assess additional taxes, and as a result, LivaNova may establish reserves for uncertain tax positions, which require a significant degree of management judgment. LivaNova regularly assesses the likely outcomes of its tax positions in order to determine the appropriateness of the Company’s reserves; however, the actual outcome of an audit can be significantly different from LivaNova’s expectations, which could have a material impact on the Company’s tax provision. LivaNova’s tax positions are evaluated for recognition using a more-likely-than-not threshold. Uncertain tax positions requiring recognition are measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon effective settlement with a taxing authority that has full knowledge of all relevant information. Some of the reasons a reserve for an uncertain tax benefit may be reversed are: completion of a tax audit; a change in applicable tax law, including a tax case or legislative guidance; or an expiration of the statute of limitations. LivaNova recognizes interest and penalties associated with unrecognized tax benefits and records interest in interest expense, and penalties in SG&A, on LivaNova’s consolidated statements of income (loss).

Foreign Currency

LivaNova’s reporting currency is the USD; however, a portion of the revenues earned and expenses incurred by certain of LivaNova’s subsidiaries are denominated in currencies other than the USD. LivaNova determines the functional currency of its subsidiaries that exist and operate in different economic and currency environments based on the primary economic environment in which the subsidiary operates, that is, the currency of the environment in which an entity primarily generates and expends cash. LivaNova’s foreign subsidiaries are located in Europe and the United States. The functional currency of LivaNova’s significant European subsidiaries is the Euro, and the functional currency of LivaNova’s significant U.S. subsidiaries is the USD.

Assets and liabilities of subsidiaries whose functional currency is not the USD are translated into USD based on a combination of both current and historical exchange rates, while their revenues earned, and expenses incurred are translated into USD at average period exchange rates. Translation adjustments are included in AOCI on LivaNova’s consolidated balance sheets. Gains and losses arising from transactions denominated in a currency different from an entity’s functional currency are included in foreign exchange and other income/(expense) on LivaNova’s consolidated statements of income (loss). Taxes are not provided on cumulative translation adjustments as substantially all translation adjustments are related to earnings which are intended to be indefinitely reinvested in the countries where earned.

Contingencies

LivaNova is subject to product liability claims, environmental obligations, government investigations, and other legal proceedings in the ordinary course of business. Legal fees and other expenses related to litigation are expensed as incurred and included in SG&A on LivaNova’s consolidated statements of income (loss). Contingent liabilities are recorded when LivaNova determines that a loss is both probable and reasonably estimable. Due to the fact that legal proceedings and other contingencies are inherently unpredictable, LivaNova’s assessments involve significant judgment regarding future events.

Revenue Recognition

LivaNova generates revenue through contracts with customers consisting primarily of hospitals, healthcare institutions, and distributors. Revenue is measured based on consideration specified in customer contracts and excludes amounts collected on behalf of third parties. The Company measures the consideration based upon the estimated amount to be received. The amount of consideration LivaNova ultimately receives varies depending upon the return terms, sales rebates, discounts, and other incentives the Company may offer, which are accounted for as variable consideration when estimating the amount of revenue to recognize.

LivaNova has historically experienced a low rate of product returns, and the total value of product returns has not been significant to the Company’s consolidated financial statements.

LivaNova recognizes revenue when a performance obligation is satisfied by transferring control of a product or providing service to a customer. Some of LivaNova’s contracts include the purchase of multiple products and/or services. In such cases, LivaNova allocates the transaction price based upon the relative estimated standalone selling price of each product and/or

service sold. LivaNova records state and local sales taxes net; that is, the Company excludes sales tax from revenue. Typically, LivaNova’s contracts do not have a significant financing component.

LivaNova incurs incremental commission fees paid to the sales force associated with the sale of products. LivaNova applies the practical expedient within ASC 606-10-50-22 and has elected to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset the entity would otherwise recognize is one year or less. As a result, no commissions have been capitalized as contract costs since adoption of ASC 606. The following is a description of the principal activities (separated by reportable segments) from which LivaNova generates its revenue. For more detailed information about LivaNova’s reportable segments, including disaggregated revenue results by major product line and primary geographic markets, see “Note 17. Geographic and Segment Information.”

Cardiopulmonary Products and Services

Cardiopulmonary products include HLMs, oxygenators, autotransfusion systems, perfusion tubing systems, cannulae, and other related accessories.

Cardiopulmonary products may include performance obligations associated with assembly and installation of equipment. Accordingly, LivaNova allocates a portion of the sales prices to installation obligations and recognizes that revenue when the service is provided. LivaNova recognizes revenue for equipment and accessory product sales when control of the equipment or product passes to the customer.

Technical services include installation, repair, and maintenance of cardiopulmonary equipment under service contracts or upon customer request. Technical service agreements generally provide for upfront payments in advance of rendering services or periodic billing over the contract term. Amounts billed in advance are deferred and recognized as revenue when the performance obligation is satisfied. Technical services are not a significant component of Cardiopulmonary revenue and are presented with the related equipment and accessories revenue.

Neuromodulation Products

Neuromodulation products are comprised of neuromodulation therapy systems for the treatment of DRE and DTD. LivaNova’s Neuromodulation product line includes the VNS Therapy System, which consists of an implantable pulse generator, a lead that connects the generator to the vagus nerve, and other accessories. LivaNova recognizes revenue for Neuromodulation product sales when control passes to the customer.

Contract Balances

Due to the nature of LivaNova’s products and services, revenue producing activities may result in contract assets and contract liabilities. These activities relate primarily to Cardiopulmonary technical services contracts for short-term and multi-year service agreements. Contract assets are primarily comprised of unbilled revenues, which occur when a performance obligation has been completed, but not billed to the customer. Contract liabilities are made up of deferred revenue, which occurs when a customer pays for a service before a performance obligation has been completed. Contract assets are included within prepaid expenses and other current assets on the consolidated balance sheets and were insignificant as of December 31, 2024 and 2023.

Restructuring

LivaNova initiates restructuring plans to leverage economies of scale, streamline distribution and logistics, and strengthen operational and administrative effectiveness to reduce overall costs.

Adoption of New Accounting Pronouncements

The following table presents a description of LivaNova’s adoption of a new ASU issued by the FASB and the impact of the adoption on the Company’s consolidated financial statements:

Issue Date & Standard

Description

Adoption

Assessment

November 2023

ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

Annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis.

There was no material impact to LivaNova’s reportable segment disclosures as a result of adopting this ASU.

Future Adoption of New Accounting Pronouncements

The following table presents a description of future adoptions of new ASUs issued by the FASB that may have an impact on LivaNova’s consolidated financial statements when adopted:

Issue Date & Standard

Description

Adoption

Assessment

December 2023 ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

This ASU expands annual income tax disclosures primarily related to the rate reconciliation and income taxes paid.

This ASU will be effective for annual periods beginning after December 15, 2024, on a prospective basis, with early adoption and retrospective application permitted.

LivaNova is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

November 2024 ASU No. 2024-03, Income Statement—Reporting Comprehensive

Income—Expense Disaggregation Disclosures

(Subtopic 220-40): Disaggregation of Income Statement Expenses

LivaNova is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

Leases - Schedule of Operating Lease Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease cost	$ 11,333	$ 10,286	$ 10,408
Variable lease cost	964	871	580
Short-term lease cost	749	644	468
Total lease cost	$ 13,046	$ 11,801	$ 11,456

Employee Retirement Plans - Schedule of Assumptions Used (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
U.S. Pension Benefits
Weighted-average assumptions used to determine benefit obligation:
Discount rate	5.41%	4.93%
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate	4.93%	5.10%
Expected return on plan assets	5.00%	5.00%
Non-U.S. Pension Benefits \| Minimum
Weighted-average assumptions used to determine benefit obligation:
Discount rate	1.01%	0.96%
Rate of compensation increase	2.50%	2.50%
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate	1.01%	0.96%
Rate of compensation increase	3.00%	3.38%
Non-U.S. Pension Benefits \| Maximum
Weighted-average assumptions used to determine benefit obligation:
Discount rate	3.40%	3.20%
Rate of compensation increase	3.50%	3.50%
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate	3.40%	3.20%
Rate of compensation increase	3.50%	3.50%

Nature of Operations	12 Months Ended
Nature of Operations	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	Note 1. Nature of Operations Description of the Business LivaNova PLC is a market-leading global medical technology company. The Company designs, develops, manufactures, markets, and sells products and therapies that are consistent with LivaNova’s mission to provide hope for patients and their families through medical technologies, delivering life-changing solutions in select neurological and cardiac conditions. LivaNova is a public limited company organized under the laws of England and Wales and is headquartered in London, England. LivaNova’s ordinary shares are listed for trading on the Nasdaq under the symbol “LIVN.” Business Segments For the periods presented herein, LivaNova was comprised of two reportable segments: Cardiopulmonary and Neuromodulation. Cybersecurity Incident As previously disclosed, in November 2023, LivaNova detected a cybersecurity incident that resulted in a disruption of portions of the Company’s information technology systems. Promptly after detecting the issue, LivaNova began an investigation with assistance from external cybersecurity experts and coordinated with law enforcement. The Company implemented remediation measures to mitigate the impact of the incident. The Company also assessed the nature and scope of the affected data, analyzed its statutory notification obligations, and notified affected individuals and regulators as required by applicable law. For further discussion on legal and regulatory developments, refer to “Note 11. Commitments and Contingencies.” The incident has been contained, and the Company’s mitigation efforts are considered complete. Through December 31, 2024, LivaNova incurred direct costs totaling $11.6 million in connection with this cybersecurity incident, including $9.0 million and $2.6 million during the twelve months ended December 31, 2024 and 2023, respectively. The total incurred direct costs primarily included external cybersecurity expert and legal fees, system restoration costs, and a $1.2 million provision related to the class action settlement, and do not include business interruption losses. The Company expects to incur additional costs related to this incident in the future. For further discussion on legal and regulatory developments, refer to “Note 11. Commitments and Contingencies.” LivaNova maintains insurance, including cyber insurance, which is subject to certain retentions and policy limitations that will likely limit the amount that the insurers may reimburse the Company. LivaNova has filed claims for insurance reimbursement of covered costs and business interruption losses related to this incident and has submitted additional claims and supplemental requests for reimbursement as new costs have been incurred. During 2024, LivaNova received $8.4 million, including $5.1 million in reimbursement of covered costs and $3.3 million in reimbursement of business interruption losses under the Company’s cyber insurance policy. The Company’s insurance coverage may be insufficient to cover all costs and expenses related to this cybersecurity incident or may be unavailable to cover all costs and expenses related to this cybersecurity incident.

Stock-Based Incentive Plans - Schedule of Stock-Based Compensation Cost Unrecognized (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Stock-based Compensation Cost	$ 52,730
Weighted-Average Remaining Vesting Period (in years)	2 years 6 months 25 days
Service-based SARs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Stock-based Compensation Cost	$ 22,593
Weighted-Average Remaining Vesting Period (in years)	2 years 7 months 20 days
Service-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Stock-based Compensation Cost	$ 25,743
Weighted-Average Remaining Vesting Period (in years)	2 years 7 months 6 days
Operating performance-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Stock-based Compensation Cost	$ 4,394
Weighted-Average Remaining Vesting Period (in years)	2 years 25 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 63,234	$ 17,546	$ (86,246)
Other comprehensive (loss) income:
Unrealized (loss) gain on cash flow hedges	0	(966)	1,911
Tax effect	0	0	0
Net of tax	0	(966)	1,911
Foreign currency translation adjustment, net of tax	(52,287)	21,202	(42,853)
Total other comprehensive (loss) income	(52,287)	20,236	(40,942)
Total comprehensive income (loss)	$ 10,947	$ 37,782	$ (127,188)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Loss Contingencies by Contingency

The following table presents the changes in the litigation provision liability for the years ended December 31, 2024, 2023, and 2022 (in thousands):


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

(1)Adjustments to the litigation provision are included in other operating expenses on the consolidated statements of income (loss).

(2)Included in other long-term liabilities on the consolidated balance sheets.

Financing Arrangements (Tables)

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-term Debt

The following table presents a summary of LivaNova’s long-term debt obligations (in thousands, except interest rates):


	December 31,
	2024		2023		Maturity	Interest Rate
Term Facilities	$	313,014	$	328,459	July 2027	7.93%
2029 Notes	258,043		—		March 2029	2.50%
2025 Notes	53,887		255,500		December 2025	3.00%
Bank of America, U.S.	1,500		1,500		January 2025	6.95%
Other	519		568
Total long-term facilities	626,963		586,027
Less: Current portion of long-term debt	77,339		17,484
Total long-term debt obligations	$	549,624	$	568,543

Schedule of Maturities of Long-term Debt


2025	$	81,080
2026	30,625
2027	265,313
2028	—
2029	345,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477734/942-470-50-3

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-8

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

Employee Retirement Plans - Schedule of Expected Benefit Payments (Details) $ in Thousands	Dec. 31, 2024 USD ($)
U.S. Plans
Defined Benefit Plan Disclosure [Line Items]
2025	$ 3,042
2026	839
2027	636
2028	486
2029	502
2030 - 2034	1,861
Non-U.S. Plans
Defined Benefit Plan Disclosure [Line Items]
2025	443
2026	451
2027	477
2028	402
2029	499
2030 - 2034	$ 3,839

New Accounting Pronouncements (Tables)

12 Months Ended

Dec. 31, 2024

Accounting Standards Update and Change in Accounting Principle [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles

The following table presents a description of LivaNova’s adoption of a new ASU issued by the FASB and the impact of the adoption on the Company’s consolidated financial statements:

Issue Date & Standard

Description

Adoption

Assessment

November 2023

ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

Annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis.

There was no material impact to LivaNova’s reportable segment disclosures as a result of adopting this ASU.

The following table presents a description of future adoptions of new ASUs issued by the FASB that may have an impact on LivaNova’s consolidated financial statements when adopted:

Issue Date & Standard

Description

Adoption

Assessment

December 2023 ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

This ASU expands annual income tax disclosures primarily related to the rate reconciliation and income taxes paid.

This ASU will be effective for annual periods beginning after December 15, 2024, on a prospective basis, with early adoption and retrospective application permitted.

LivaNova is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

November 2024 ASU No. 2024-03, Income Statement—Reporting Comprehensive

Income—Expense Disaggregation Disclosures

(Subtopic 220-40): Disaggregation of Income Statement Expenses

LivaNova is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

Stock-Based Incentive Plans - Schedule of Share-Based Compensation, Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Weighted-average grant date fair value of SARs granted during the year (per share)	$ 26.28	$ 19.44	$ 34.13
Aggregate intrinsic value of SARs and stock options exercised during the year (in thousands)	$ 2,828	$ 1,905	$ 2,143

Derivatives and Risk Management (Tables)

12 Months Ended

Dec. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Cash Flow Hedges Included in AOCI

The 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):


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


		2022
Description of Derivative Contract	Location in Earnings of Reclassified Gain or Loss	(Loss) Gain Recognized in OCI		Loss Reclassified from AOCI to Earnings
FX derivative contracts	Foreign exchange and other income/(expense)	$	(4,602)	$	(382)
FX derivative contracts	SG&A	—		(5,165)
Interest rate swap contracts	Interest expense	914		$	(52)
		$	(3,688)	$	(5,599)

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 consolidated balance sheets (in thousands):

December 31, 2024

Derivative Assets

Derivative Liabilities

Derivatives Not Designated as Hedging Instruments:

Balance Sheet Location

Fair Value (1)

Balance Sheet Location

Fair Value (1)

Capped call derivatives (2025 Notes)

Prepaid expenses and other current assets

2,624

Capped call derivatives (2029 Notes)

Long-term derivative assets

23,735

Embedded derivative (2025 Notes)

Accrued liabilities and other

2,915

Embedded derivative (2029 Notes)

Long-term derivative liabilities

51,819

FX derivative contracts

Prepaid expenses and other current assets

738

Total derivatives not designated as hedging instruments

27,097

54,734

December 31, 2023

Derivative Assets

Derivative Liabilities

Derivatives Not Designated as Hedging Instruments:

Balance Sheet Location

Fair Value (1)

Balance Sheet Location

Fair Value (1)

Capped call derivatives (2025 Notes)

Long-term derivative assets

38,496

Embedded derivative (2025 Notes)

Long-term derivative liabilities

45,569

FX derivative contracts

Accrued liabilities and other

3,883

Total derivatives not designated as hedging instruments

38,496

49,452

(1)For the classification of inputs used to evaluate the fair value of LivaNova’s derivatives, refer to “Note 8. Fair Value Measurements.”

Leases - Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Operating lease assets:
Operating lease assets	$ 46,837	$ 50,845
Operating lease liabilities:
Accrued liabilities and other	9,040	8,362
Long-term operating lease liabilities	40,105	45,388
Total lease liabilities	$ 49,145	$ 53,750
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued liabilities and other	Accrued liabilities and other

Stock-Based Incentive Plans - Schedule of Restricted Stock Service-Based Activity (Details) - Service-based RSUs - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant date fair value of service-based RSUs issued during the year (per share)	$ 55.06	$ 43.31	$ 76.35
Aggregate fair value of RSUs that vested during the year (in thousands)	$ 18,119	$ 14,853	$ 22,793

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Assets and Liabilities Measured on a Recurring Basis

The following tables present the level in the fair value hierarchy at which the Company’s assets and liabilities are measured on a recurring basis (in thousands):


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

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


	Balance Sheet Location	December 31, 2023		Fair Value Measurements Using Inputs Considered as:
				Level 1		Level 2		Level 3
Assets
Derivative assets - capped call derivatives (2025 Notes)	Long-term derivative assets	$	38,496	$	—	$	—	$	38,496
Convertible notes receivable	Other assets	275		—		—		275
		$	38,771	$	—	$	—	$	38,771

Liabilities
Derivative liabilities - freestanding instruments (FX)	Accrued liabilities and other	$	3,883	$	—	$	3,883	$	—
Derivative liabilities - embedded derivative (2025 Notes)	Long-term derivative liabilities	45,569		—		—		45,569
Contingent consideration arrangement	Contingent consideration	80,902		—		—		80,902
Contingent consideration arrangement	Accrued liabilities and other	13,750		—		—		13,750
		$	144,104	$	—	$	3,883	$	140,221

Schedule of Recurring Fair Value Measurements Using Significant Unobservable Inputs

The following tables present reconciliations of recurring fair value measurements that use significant unobservable inputs (Level 3) (in thousands):


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

Schedule of Stock Price Volatility, Fair Value, and Hypothetical Changes

The following table presents the stock price volatility utilized in determining the fair value of LivaNova’s capped call derivative assets and embedded derivative liabilities:


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

Schedule of Fair Value of Contingent Consideration by Acquisition

The following table presents the fair value of LivaNova’s Level 3 contingent consideration arrangements by acquisition (in thousands):


	December 31,
	2024		2023
ImThera	$	84,218	$	80,902
ALung (1)	—		13,750
	$	84,218	$	94,652

Schedule of Significant Unobservable Inputs Related to Contingent Consideration

These arrangements are Level 3 fair value measurements and include the following significant unobservable inputs as of December 31, 2024:

ImThera Acquisition

Valuation Technique

Unobservable Inputs

Regulatory milestone-based payment

Discounted cash flow

Discount rate

7.0%

Probability of payment

85%

Projected payment year

2026

Sales-based earnout

Monte Carlo simulation

Risk-adjusted discount rate

14.2% - 14.3%

Credit risk discount rate

7.1% - 7.7%

Revenue volatility

23.6%

Probability of payment

85%

Projected years of earnout

2027 - 2030

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References + Details

Restructuring - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring incurred cost statement of income or comprehensive income extensible enumeration not disclosed flag	restructuring expense	restructuring expense
Restructuring charges	$ 13,356	$ 956	$ 6,611
Estimated remaining cost	10,000
Inventory obsolescence	0	12,621	0
Employee Severance
Restructuring Cost and Reserve [Line Items]
Restructuring charges	10,569	956	6,611
2022 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Restructuring charges		900	$ 6,600
2024 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 100
2024 Restructuring Plan \| Employee Severance
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 13,400

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details