Edwards Lifesciences Corp 10-Q for FY2026 Q3
Edwards Lifesciences Corp (EW)
10-Q
2026-11-04
For: 2026-09-30
View Original
Added on
November 05, 2026
About this 10-Q
Edwards Lifesciences Corp filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Edwards Lifesciences Corp reported first nine months of 2026 net sales of $5,105.1 million, up 13.5%, while a $220.2 million impairment and 31.2% effective tax rate contributed to lower diluted earnings per share. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.72B
- up 10.5% from $1.55B a year earlier
- Net income
- $307.5M
- up 5.6% from net income of $291.1M a year earlier
- Diluted EPS
- $0.53
- up 6.0% from $0.50 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Quarterly Period Ended September 30, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 1-15525
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
Investor Relations
investor_relations@edwards.com
(Address of principal executive offices and zip code)
(949 ) 250-2500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of the registrant's common stock, $1.00 par value, as of October 31, 2026 was 575.0 million.
EDWARDS LIFESCIENCES CORPORATION
FORM 10-Q
For the quarterly period ended September 30, 2026
TABLE OF CONTENTS
Page Number | ||||||||
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act” and together with the Securities Act, the “Acts”). We intend the forward-looking statements contained in this report to be covered by the safe harbor provisions of such Acts. All statements other than statements of historical or current fact in this report or referred to or incorporated by reference into this report are “forward-looking statements” for purposes of these safe harbor provisions. These statements can sometimes be identified by the use of the forward-looking words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “should,” “anticipate,” “plan,” “goal,” “continue,” “seek,” “pro forma,” “forecast,” “intend,” “guidance,” “optimistic,” “aspire,” “confident,” or other forms of these words or similar words or expressions or the negatives thereof. Statements regarding past performance, efforts, or results about which inferences or assumptions may be made can also be forward-looking statements and are not indicative of future performance or results; these statements can be identified by the use of words such as “preliminary,” “initial,” “potential,” “possible,” “early feedback,” or other forms of these words or similar words or expressions or the negatives thereof. These forward-looking statements are subject to substantial risks and uncertainties that could cause our results or future business, financial condition, results of operations or performance to differ materially from our historical results or experiences or those expressed or implied in any forward-looking statements contained in this report. These risks and uncertainties include, but are not limited to: risks related to the failure to successfully innovate and market our products; unsuccessful clinical trials or procedures; manufacturing, logistics or quality issues; competition; dependence on key physicians, research institutions and hospital systems; public health crises; reliance on vendors, suppliers, and other third parties; use of, or failure to effectively and timely utilize, emerging technologies, including artificial intelligence; damage, failure, or interruption of our information technology systems, including due to cybersecurity attacks and breaches; failure to recruit and retain qualified talent or execute management succession plans; failure to integrate acquired businesses; risks associated with the sale of our Critical Care product group; risks associated with global, economic, political and social conditions; risks related to our international operations; the impact of tariffs or trade restrictions; inability to obtain governmental reimbursement or reductions in reimbursement levels; industry consolidation; inability to protect our intellectual property; inability to defend against intellectual property claims from third parties; reduced access and demand for our products as a result of, and compliance with, health care legislation and other government regulations; risks related to domestic and foreign income and non-income taxes; risks related to data privacy and security laws; losses from product liability claims; use of products in unapproved circumstances; substantial costs from environmental, health and safety regulations; climate change; risks relating to animal-borne illnesses; and other risks detailed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 25, 2026, and as such risks and uncertainties may be further amended, supplemented or superseded from time to time by our subsequent reports on Forms 10-Q and 8-K we file with the SEC. These forward-looking statements speak only as of the date on which they are made and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of the statement, except as required by law. If we do update or correct one or more of these statements, investors and others should not conclude that we will make additional updates or corrections, except as required by law.
Unless otherwise indicated or otherwise required by the context, the terms “we,” “our,” “it,” “its,” “Company,” “Edwards,” and “Edwards Lifesciences” refer to Edwards Lifesciences Corporation and its subsidiaries.
Edwards, Edwards Lifesciences, our logo, ECLIPTIS, EVOQUE, INSPIRIS, KONECT, MITRIS, PASCAL, RESILIA, SAPIEN, SAPIEN 3, SAPIEN 3 Ultra, SAPIEN M3, and other product names referenced in this report are trademarks of Edwards Lifesciences Corporation or its affiliates. All other trademarks are the property of their respective owners.
Part I. Financial Information
Item 1. Financial Statements
EDWARDS LIFESCIENCES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except par value; unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Short-term investments (Note 5) | |||||||||||
Accounts receivable, net of allowances of $ | |||||||||||
| Other receivables | |||||||||||
Inventories (Note 2) | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
Long-term investments (Note 5) | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Deferred income taxes | |||||||||||
Other assets (Note 2) | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
Accrued and other liabilities (Note 2) | |||||||||||
| Operating lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Operating lease liabilities | |||||||||||
| Uncertain tax positions | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 12) | |||||||||||
| Stockholders' equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Accumulated other comprehensive loss (Note 13) | ( | ( | |||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Total Edwards Lifesciences Corporation stockholders' equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
EDWARDS LIFESCIENCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share information; unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
Certain litigation (insurance recovery) expenses, net | ( | ||||||||||||||||||||||
Change in fair value of contingent consideration liabilities | ( | ( | |||||||||||||||||||||
Restructuring charges, separation costs, and other (Note 3) | |||||||||||||||||||||||
Impairment of intangible and long-lived assets (Note 2) | |||||||||||||||||||||||
| Other operating income | ( | ( | ( | ( | |||||||||||||||||||
| Operating income, net | |||||||||||||||||||||||
| Interest income, net | ( | ( | ( | ( | |||||||||||||||||||
Loss on impairment (Note 6) | |||||||||||||||||||||||
| Other non-operating income, net (Note 7) | ( | ( | ( | ( | |||||||||||||||||||
| Income from continuing operations before provision for income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income from continuing operations | |||||||||||||||||||||||
Loss from discontinued operations, net of tax | ( | ( | |||||||||||||||||||||
| Net income | |||||||||||||||||||||||
Less: Net loss attributable to noncontrolling interest | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to Edwards Lifesciences Corporation | $ | $ | $ | $ | |||||||||||||||||||
Share information (Note 14) | |||||||||||||||||||||||
| Earnings (loss) per share: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | $ | $ | $ | $ | ( | ||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | $ | $ | $ | $ | ( | ||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average number of common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
EDWARDS LIFESCIENCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions; unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
Other comprehensive (loss) income, net of tax (Note 13): | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ( | ||||||||||||||||||||
Unrealized gain (loss) on hedges | ( | ||||||||||||||||||||||
Unrealized pension (costs) credits | ( | ||||||||||||||||||||||
Unrealized (loss) gain on available-for-sale investments | ( | ( | |||||||||||||||||||||
Other comprehensive (loss) income, net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
Less: Comprehensive loss attributable to noncontrolling interest | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income attributable to Edwards Lifesciences Corporation | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
EDWARDS LIFESCIENCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions; unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Non-cash operating lease cost | |||||||||||
Stock-based compensation (Note 10) | |||||||||||
Impairment of intangible and long-lived assets (Note 2) | |||||||||||
Change in fair value of contingent consideration liabilities | ( | ||||||||||
| (Gain) loss on investments, net | ( | ||||||||||
| Deferred income taxes | ( | ||||||||||
Gain on remeasurement of previously held interest upon business combinations (Note 7) | ( | ||||||||||
Loss on impairment (Note 6) | |||||||||||
| Other | ( | ( | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts and other receivables, net | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Accounts payable and accrued liabilities | ( | ||||||||||
| Income taxes | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Intellectual property agreement accrual | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Investments in unconsolidated affiliates | ( | ( | |||||||||
Purchases of held-to-maturity investments (Note 5) | ( | ( | |||||||||
Proceeds from held-to-maturity investments (Note 5) | |||||||||||
Purchases of available-for-sale investments (Note 5) | ( | ( | |||||||||
Proceeds from available-for-sale investments (Note 5) | |||||||||||
Payment for working capital adjustment for sale of product group (Note 4) | ( | ||||||||||
Business combinations, net of cash (Note 7) | ( | ||||||||||
| Payment for acquisition options | ( | ( | |||||||||
| Issuances of notes receivable | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Purchases of treasury stock | ( | ( | |||||||||
Purchase of remaining noncontrolling interest in subsidiary (Note 6) | ( | ||||||||||
| Proceeds from stock plans | |||||||||||
| Other | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash | ( | ||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | ( | ||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | |||||||||||
Cash, cash equivalents, and restricted cash at end of period (Note 2) | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
EDWARDS LIFESCIENCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in millions; unaudited)
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Amount | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Edwards Lifesciences Corporation Stockholders' Equity | Noncontrolling Interest | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued under stock plans | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2026 | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued under stock plans | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes to noncontrolling interest | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2026 | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued under stock plans | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
EDWARDS LIFESCIENCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in millions; unaudited)
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Amount | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Edwards Lifesciences Corporation Stockholders' Equity | Noncontrolling Interest | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under stock plans | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under equity plans | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under equity plans | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes to noncontrolling interest | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
1. BASIS OF PRESENTATION
The accompanying interim condensed consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and should be read in conjunction with the consolidated financial statements and notes included in Edwards Lifesciences' Annual Report on Form 10-K for the year ended December 31, 2025. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted. Certain reclassifications have been made to prior period financial statements to conform to classifications used in the current period.
The condensed consolidated financial statements include the accounts of all wholly-owned subsidiaries and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. The Company attributes the net income or losses of its consolidated VIE to controlling and noncontrolling interests using the hypothetical liquidation at book value method. All intercompany accounts and transactions have been eliminated in consolidation.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates.
In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments necessary for a fair statement of the results for the interim periods presented. All such adjustments, unless otherwise noted herein, are of a normal, recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.
There have been no material changes to the Company's significant accounting policies from those described in Note 2 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Recently Adopted Accounting Standards
In July 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2025‑05, which provides a practical expedient for estimating expected credit losses by assuming current conditions as of the balance sheet date remain unchanged when developing forecasts. The Company adopted this guidance effective January 1, 2026 with no material impact on its consolidated financial statements.
New Accounting Standards Not Yet Adopted
In September 2025, the FASB issued ASU 2025-07 on derivatives and hedging and revenue from contracts with customers. The amendment provides clarity on application of derivative accounting to certain non-exchange-traded contracts with features based on operations or activities of one of the parties to the contract. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within those periods and can be applied on a prospective or modified retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact the guidance will have on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06 on internal-use software related to accounting for internal-use software costs. The amendment in this update improves the operability of the guidance by clarifying the criteria for capitalization, which begins when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those periods. Early adoption is permitted. The guidance can be applied on a fully prospective basis, a modified basis for in-process projects, or a full retrospective basis. The Company is currently evaluating the impact the guidance will have on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03 on income statement presentation to require disclosure, in the notes to the financial statements, of disaggregated information about certain costs and expenses, including purchases of inventory, employee compensation, and depreciation and amortization included in each relevant expense caption within continuing operations. The guidance is effective for fiscal years beginning after December
7
15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact the guidance will have on its consolidated financial statements.
2. OTHER CONSOLIDATED FINANCIAL STATEMENT DETAILS
Composition of Certain Financial Statement Captions
(in millions)
Components of selected captions in the condensed consolidated balance sheets consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Inventories | |||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished products | |||||||||||
| $ | $ | ||||||||||
At September 30, 2026 and December 31, 2025, $230.1 million and $225.1 million, respectively, of the Company's finished products inventories were held on consignment.
| September 30, 2026 | December 31, 2025 | ||||||||||
| Other assets | |||||||||||
Tax receivable (Note 15) | $ | $ | |||||||||
| Long-term prepaid royalties | |||||||||||
| Notes and other receivables | |||||||||||
| Acquisition options | |||||||||||
| Fair value of derivatives | |||||||||||
| Other long-term assets | |||||||||||
| $ | $ | ||||||||||
| Accrued and other liabilities | |||||||||||
| Employee compensation and withholdings | $ | $ | |||||||||
| Taxes payable | |||||||||||
| Accrued rebates | |||||||||||
| Liability under transition services agreement | |||||||||||
| Property, payroll, and other taxes | |||||||||||
| Research and development accruals | |||||||||||
Legal and insurance accrual | |||||||||||
| Accrued realignment reserves | |||||||||||
| Unfavorable contract liability | |||||||||||
| Fair value of derivatives | |||||||||||
Contingent consideration | |||||||||||
| Litigation settlement | |||||||||||
| Other accrued liabilities | |||||||||||
| $ | $ | ||||||||||
8
Supplemental Cash Flow Information
(in millions)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash paid during the year for: | |||||||||||
Income taxes (Note 15) | $ | $ | |||||||||
| Amounts included in the measurement of operating lease liabilities | $ | $ | |||||||||
| Non-cash investing and financing transactions: | |||||||||||
| Right-of-use assets obtained in exchange for new lease liabilities | $ | $ | |||||||||
| Capital expenditures accruals | $ | $ | |||||||||
Cash, Cash Equivalents, and Restricted Cash
(in millions)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash included in other current assets | |||||||||||
| Restricted cash included in other assets | |||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | |||||||||
Intangible Assets
In September 2026, the Company revised the development plan for a certain in-process research and development (“IPR&D”) asset and ceased pursuing the development project for which the asset was originally intended. Although certain aspects of the underlying technology may inform or be incorporated into future research and development activities, specific plans are still under development, and the original IPR&D asset is no longer expected to generate future economic benefit. Accordingly, the Company recorded a $218.4 million charge related to the full impairment of the IPR&D asset. In August 2025, the Company recorded a $40.0 million charge related to the full impairment of a developed technology asset due to management’s determination that the asset was no longer expected to generate future economic benefit. The impairment charges were recognized in Impairment of intangible and long-lived assets within operating income on the condensed consolidated statements of operations during the three and nine months ended September 30, 2026 and 2025.
3. RESTRUCTURING CHARGES AND OTHER
In September 2026 and December 2025, the Company recorded expenses of $2.0 million and $13.1 million, respectively, related to severance associated with realignment initiatives. The following table presents details of the restructuring liability, which is included in Accrued and Other Liabilities:
| Restructuring Liability | |||||
| (in millions) | |||||
Balance at December 31, 2025 | $ | ||||
| Restructuring charges | |||||
| Payments | ( | ||||
Balance at September 30, 2026 | $ | ||||
During the three and nine months ended September 30, 2026, the Company recorded $8.7
9
4. DISCONTINUED OPERATIONS
The Company sold (i) its Critical Care product group (“Critical Care”) to Becton, Dickinson and Company (“BD”) in September 2024 and (ii) a business that was not focused on implantable medical innovations for structural heart diseases (the “non-core product group”) in December 2025 (collectively, the “discontinued product groups”). The Company determined that the conditions for the discontinued operations presentation had been met with respect to the discontinued product groups for the three and nine months ended September 30, 2025. In 2025, the Company paid BD $36.3 million for certain working capital adjustments in connection with the sale of Critical Care.
In connection with the sale of its non-core product group, the Company entered into a transition services agreement (“TSA”) with the buyer to provide certain support services for up to one year from the closing date of the sale (with certain extension rights as provided therein), the impact of which has not been and is not expected to be material.
In connection with the sale of Critical Care, the Company entered into a TSA with BD to provide certain support services for up to 36 months from the closing date of the sale (with certain extension rights as provided therein). These support services may be in the areas of accounting, information technology, human resources, quality assurance, regulatory affairs, customer support, and global supply chain, among others. In connection with the TSA, the Company recorded an unfavorable contract liability, which is recognized over the TSA term. As of September 30, 2026 and December 31, 2025, the remaining unfavorable contract liability was $14.9 million and $37.3 million, respectively, included in Accrued and Other Liabilities and Other Liabilities.
In addition, Edwards and BD entered into other agreements to provide a framework for the ongoing activities between the Company and BD after the sale and until the end of the TSA including, but not limited to, a manufacturing and supply agreement, a quality agreement, and interim operating model agreements to support the commercial operations until there has been a full transfer of all regulatory licenses to BD and completion of services under the TSA agreement. Under these agreements, the Company will continue to provide certain services to BD during the term of these agreements including serving as an undisclosed selling and purchasing agent for the Critical Care product group on behalf of BD for a period of up to 36 months.
As of September 30, 2026, the Company had a net payable of approximately $127.8 million to BD related to the services under the agreements. The Company recorded income from the TSA of $12.5 million and $37.2 million during the three and nine months ended September 30, 2026, respectively, which is recorded in Other Operating Income.
5. INVESTMENTS
Debt Securities
Investments in short-term and long-term debt securities at the end of each period were as follows (in millions):
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Held-to-maturity | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||||||||||||||||||||||||||||
| Bank time deposits | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Available-for-sale | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial paper | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| U.S. government and agency securities | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Asset-backed securities | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Corporate debt securities | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
10
The cost and fair value of investments in debt securities, by contractual maturity, as of September 30, 2026, were as follows (in millions):
| Held-to-Maturity | Available-for-Sale | ||||||||||||||||||||||
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | ||||||||||||||||||||
| Due in 1 year or less | $ | $ | $ | $ | |||||||||||||||||||
Instruments not due at a single maturity date (a) | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
_______________________________________________________________________________
(a) Consists of mortgage-backed and asset-backed securities.
Actual maturities may differ from the contractual maturities due to call or prepayment rights.
The following tables present gross unrealized losses and fair values for investments that were in an unrealized loss position as of September 30, 2026 and December 31, 2025, aggregated by investment category and the length of time that individual securities have been in a continuous loss position (in millions):
| September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Less than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | ||||||||||||||||||||||||||||||
| U.S. government and agency securities | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Asset-backed securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Corporate debt securities | ( | ( | |||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Less than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | ||||||||||||||||||||||||||||||
| U.S. government and agency securities | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
| Asset-backed securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Corporate debt securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
The Company reviews its investments in debt securities to determine if there has been an other-than-temporary decline in fair value. Consideration is given to (1) the financial condition and near-term prospects of the issuer, including the credit quality of the security's issuer, (2) the Company's intent to sell the security, and (3) whether it is more likely than not the Company will have to sell the security before recovery of its amortized cost. The unrealized losses on the debt securities were largely due to changes in interest rates, not credit quality, and as of September 30, 2026, the Company did not intend to sell the securities, and it was not more likely than not that it would be required to sell the securities before recovery of the unrealized losses, and, therefore, the unrealized losses are considered temporary.
11
Investments in Unconsolidated Entities
The Company has a number of equity investments in unconsolidated entities. These investments are recorded in Long-term Investments on the condensed consolidated balance sheets, and are as follows (in millions):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Equity method investments | |||||||||||
| Carrying value of equity method investments | $ | $ | |||||||||
| Equity securities | |||||||||||
| Carrying value of marketable equity securities | |||||||||||
| Carrying value of non-marketable equity securities | |||||||||||
| Total investments in unconsolidated entities | $ | $ | |||||||||
The Company makes equity investments in limited liability companies that invest in qualified community development entities through the New Markets Tax Credit (“NMTC”) program. The NMTC program provides federal tax incentives to investors to make investments in distressed communities and promotes economic improvements through the development of successful businesses. The NMTC is equal to 39 % of the qualified investment and is taken over seven years . These limited liability companies are VIEs. The Company determined that it is not the primary beneficiary of the VIEs because it does not have the power to direct the activities that most significantly impact the economic performance of the VIEs and, therefore, the Company does not consolidate these entities. Instead, the NMTC investments are accounted for using the proportional amortization method and included within the equity method investments above.
Marketable equity securities consist of investments with readily determinable fair values over which the Company does not own a controlling interest or exercise significant influence. In September 2026, the Company recognized an unrealized gain of $19.1 million related to its investment in marketable equity securities within Other non-operating income, net. Non-marketable equity securities consist of investments in privately held companies without readily determinable fair values and 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. As of September 30, 2026, the Company recorded cumulative upward adjustments of $9.4 million based on observable price changes, and cumulative downward adjustments of $7.9 million due to impairments and observable price changes within Other non-operating income, net.
6. INVESTMENTS IN VARIABLE INTEREST ENTITIES
The Company reviews its investments in other entities to determine whether the Company is the primary beneficiary of a VIE. The Company would be the primary beneficiary of the VIE, and would be required to consolidate the VIE, if it has the power to direct the significant activities of the entity and the obligation to absorb losses or receive benefits from the entity that may be significant to the VIE. The Company's maximum loss exposure to VIEs, prior to the exercise of options to acquire the entities, is limited to its investment in the VIEs, which include equity investments, options to acquire, and promissory notes.
Consolidated VIE
In May 2026, the Company amended several agreements, including an option agreement with a medical device company (the “Consolidated VIE”), which was previously an unconsolidated VIE of the Company. As a result of the amendments, the Company determined it has become the primary beneficiary of the Consolidated VIE and it has been consolidated in the Company’s condensed consolidated financial statements as of May 2026. See Note 7 for additional information.
12
Unconsolidated VIEs
Edwards has relationships with various VIEs that it does not consolidate as Edwards lacks the power to direct the activities that significantly impact the economic success of these entities.
Since November 2019, the Company has entered into a demand promissory note agreement, a convertible promissory note agreement, a preferred stock purchase agreement, and an option agreement with a privately-held medical device company. As of September 30, 2026, the Company had advanced a total of $4.0 million under the convertible promissory note (included in Other Assets), invested $10.5 million in the medical device company’s preferred equity securities (included in Long-term Investments), and had paid an aggregate of $10.0 million under the option agreement and the demand promissory note to the medical device company (included in Other Assets).
In December 2024, the Company entered into an option agreement and an amended preferred stock purchase agreement with a medical technology company. The Company had previously made an investment in preferred equity securities of the medical technology company under a prior preferred stock purchase agreement in 2021. As of both September 30, 2026 and December 31, 2025, the Company had invested $35.0 16.0 million under the promissory note agreement (included in Other Assets). As of December 31, 2025, the Company had invested $40.0 million in the option to acquire the medical technology company. In June 2026, as a result of the Company’s decision to terminate the option agreement, the Company recognized a $40.0 million loss on impairment for the option. The charge is included in Loss on Impairment within non-operating income during the nine months ended September 30, 2026.
In February 2019, the Company entered into a warrant agreement with a medical device company and paid $35.0 million for an option to acquire the medical device company. Since then, the Company has advanced $77.5 million under the convertible promissory note agreement as of December 31, 2025 (both included in Other Assets). In March 2026, as a result of the carrying amount of investments not being recoverable, the Company recognized a $123.6 million loss on impairment, including $11.1 million of accrued interest, during the nine months ended September 30, 2026. The charge is included in Loss on Impairment within non-operating income.
In January 2026, the Company invested in a convertible promissory note of $45.0 million in JenaValve Technology, Inc. pursuant to an Agreement and Plan of Merger executed in July 2024.
In addition, Edwards has made equity investments through the NMTC program in limited liability companies that are considered VIEs. For more information, see Note 5.
7. BUSINESS COMBINATIONS
VIE Consolidation
On May 22, 2026 (the “Consolidation Date”), the Company amended several agreements, including an option agreement, with the Consolidated VIE focused on developing therapies for patients with advanced heart failure. The amendments provide the Company with the power to direct its significant activities, specifically the Consolidated VIE’s regulatory process and obligations to absorb losses or receive benefits from the entity. Accordingly, the Company determined it has become the primary beneficiary of this VIE, and it has been consolidated in the Company’s consolidated financial statements as of the Consolidation Date.
Prior to consolidation, the Company held an option to acquire this VIE with a carrying value of $27.5 million and convertible promissory notes with a carrying value of $75.3 million, inclusive of interest (both included in Other Assets). The Company also held this VIE’s preferred equity securities with a carrying value of $45.8 million, which were included in Long-term Investments (together with the option and convertible promissory note, the “previously held interest in the VIE”). Subsequent to the consolidation, the Company has approximately 26.7 % ownership of the Consolidated VIE’s outstanding shares.
The consolidation was accounted for as a business combination. Tangible and intangible assets and liabilities acquired were recorded based on their estimated fair values at the Consolidation Date. The excess of the consideration transferred over the fair value of net assets acquired was recorded to goodwill. The previously held interest in this VIE was remeasured to fair value as of the Consolidation Date using an income approach, and the Company recognized a $19.9 million gain in Other non-operating income, net during the nine months ended
13
September 30, 2026. Acquisition-related costs were not material and were recorded in Selling, general, and administrative expenses during the nine months ended September 30, 2026.
The following table summarizes the preliminary fair value of the previously held interest in the VIE, noncontrolling interest and the fair values of the identifiable assets acquired and liabilities assumed (in millions):
| Option | $ | |||||||
| Notes | ||||||||
| Preferred shares | ||||||||
| Other | ||||||||
| Fair value of Edwards’s investment held in the Consolidated VIE before the business combination | ||||||||
Fair value of noncontrolling interest(a) | ||||||||
| Total | $ | |||||||
| Identifiable assets acquired and liabilities assumed: | ||||||||
| Current assets | $ | |||||||
| Property, plant, and equipment, net | ||||||||
| In-process research and development | ||||||||
| Other assets | ||||||||
| Liabilities assumed | ( | |||||||
| Deferred tax liabilities | ( | |||||||
| Fair value of net assets acquired | $ | |||||||
| Goodwill | $ | |||||||
_______________________________________________________________________________
(a) Includes the fair value of the noncontrolling interest of $154.4 million, offset by the purchase consideration allocated to the option of $42.0 million, which was ascribed to the noncontrolling interest. The fair value of the noncontrolling interest was estimated by applying an income approach and the option value was estimated using an Option Pricing Model.
The preliminary purchase price allocation in the table above is subject to change during the one-year measurement period as additional information becomes available about the fair value of the assets acquired and liabilities assumed, including IPR&D, goodwill and deferred income taxes. Measurement period adjustments, if any, will be recorded to the assets acquired and liabilities assumed with a corresponding adjustment to goodwill.
Goodwill includes assembled workforce and expected synergies and other benefits the Company believes will result from the consolidation. Goodwill was assigned to the Company’s Europe segment and is not deductible for tax purposes. The acquired IPR&D was recognized as an indefinite-lived intangible asset and will be tested for impairment in future periods until completion or abandonment of the associated research and development efforts. The fair value of the IPR&D and business enterprise value including corresponding noncontrolling interest was estimated using an income approach based on discounted cash flow projections. Significant assumptions included projected revenues, gross margins and expenses, the timing of projected future cash flows, the discount rate, probability of technological success, and the consideration of legal, technical, regulatory, economic, and competitive risks.
The results of operations of the Consolidated VIE have been included in the condensed consolidated financial statements as of the Consolidation Date. Pro forma revenue and earnings have not been presented as the historical and pro forma results of this VIE are not material in relation to the Company’s condensed consolidated financial statements for the periods presented.
14
Autus Valve Technologies, Inc.
On February 6, 2026 (the “acquisition date”), the Company exercised its option to acquire Autus Valve Technologies, Inc. (“Autus”), a privately-held, clinical-stage medical device company developing a pulmonary heart valve for pediatric patients with congenital valve disease. As a result, the Company acquired all outstanding shares of Autus for total consideration of $128.9 million (the “acquisition”). The arrangement also provides for additional consideration of up to $132.5 million, payable upon the achievement of certain regulatory approval milestones and net sales thresholds. As of the acquisition date, the Company recorded a contingent consideration liability of $7.9 million, representing the estimated fair value of the expected payments. The contingent consideration liability is remeasured at fair value each reporting period, with changes in fair value recognized in operating expenses in the condensed consolidated statements of operations. The fair value measurement of contingent consideration is classified within Level 3 of the fair value hierarchy. For additional information, see Note 8.
Prior to the acquisition, the Company paid $11.5 million for an option to acquire Autus, which was recorded in Other Assets using the measurement alternative for equity investment (“previously held interest in Autus”). The Company exercised the option and accounted for the transaction as a step acquisition in accordance with authoritative guidance on accounting for business combinations. Accordingly, the previously held interest was remeasured to fair value as of the acquisition date using an income approach, and the Company recognized a $65.2 million gain in Other non-operating income, net during the nine months ended September 30, 2026. Acquisition-related costs were not material and were recorded in Selling, general, and administrative expenses during the nine months ended September 30, 2026.
The following table summarizes the preliminary fair value of consideration transferred and the fair values of the assets acquired and liabilities assumed (in millions):
Cash consideration | $ | |||||||
Fair value of previously held interest in Autus | ||||||||
Fair value of contingent consideration(a) | ||||||||
Settlement of pre-existing relationships | ||||||||
Holdback(a) | ||||||||
Total purchase price | $ | |||||||
| Goodwill | $ | |||||||
| In-process research and development | ||||||||
Liabilities assumed, net | ( | |||||||
| Deferred tax liabilities | ( | |||||||
| Total purchase price, net of cash acquired | $ | |||||||
_______________________________________________________________________________
(a) Represents non-cash investing and financing activities.
The preliminary purchase price allocation in the table above is subject to change during the one-year measurement period as additional information becomes available about the fair value of the assets acquired and liabilities assumed, including IPR&D, goodwill and deferred income taxes. Measurement period adjustments, if any, will be recorded to the assets acquired and liabilities assumed with a corresponding adjustment to goodwill.
Goodwill primarily reflects the assembled workforce and expected synergies from the acquisition. Goodwill was assigned to the Company’s U.S. segment and is not deductible for tax purposes. The acquired IPR&D was recognized as an indefinite-lived intangible asset and will be tested for impairment in future periods until completion or abandonment of the associated research and development efforts. The fair value of the IPR&D was estimated using an income approach based on discounted cash flow projections.
15
The results of operations for Autus have been included in the condensed consolidated financial statements as of the acquisition date. Pro forma revenue and earnings have not been presented as the historical and pro forma results of Autus are not material in relation to the Company’s condensed consolidated financial statements for the periods presented.
8. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Company prioritizes the inputs used to determine fair values in one of the following three categories:
Level 1—Quoted market prices in active markets for identical assets or liabilities.
Level 2—Inputs, other than quoted prices in active markets, that are observable, either directly or indirectly.
Level 3—Unobservable inputs that are not corroborated by market data.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The condensed consolidated financial statements include financial instruments for which the fair market value of such instruments may differ from amounts reflected on a historical cost basis. Financial instruments of the Company consist of cash deposits, accounts and other receivables, investments, accounts payable, certain accrued liabilities, and borrowings under a revolving credit agreement. The carrying value of these financial instruments generally approximates fair value due to their short-term nature. Financial instruments also include notes payable. As of September 30, 2026, the fair value of the notes payable, based on Level 2 inputs, was $590.1 million.
16
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table summarizes the Company's financial instruments which are measured at fair value on a recurring basis (in millions):
| September 30, 2026 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Available-for-sale investments: | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||
| U.S. government and agency securities | |||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||
| Equity investments in unconsolidated entities | |||||||||||||||||||||||
| Investments held for deferred compensation plans | |||||||||||||||||||||||
| Derivatives | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivatives | $ | $ | $ | $ | |||||||||||||||||||
| Contingent consideration liabilities | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Available-for-sale investments: | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||
| U.S. government and agency securities | |||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||
| Equity investments in unconsolidated entities | |||||||||||||||||||||||
| Investments held for deferred compensation plans | |||||||||||||||||||||||
| Derivatives | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivatives | $ | $ | $ | $ | |||||||||||||||||||
| Contingent consideration liabilities | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
17
Cash Equivalents and Available-for-sale Investments
Cash equivalents included money market funds for the periods presented above. The Company estimates the fair values of its money market funds based on quoted prices in active markets for identical assets. The Company estimates the fair values of its corporate debt securities, asset-backed securities, commercial paper, and United States and foreign government and agency securities by taking into consideration valuations obtained from third-party pricing services. The pricing services use industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades and broker-dealer quotes on the same or similar securities, benchmark yields, credit spreads, prepayment and default projections based on historical data, and other observable inputs. The Company independently reviews and validates the pricing received from the third-party pricing service by comparing the prices to prices reported by a secondary pricing source. The Company’s validation procedures have not resulted in an adjustment to the pricing received from the pricing service.
Deferred Compensation Plans
The Company holds investments related to its deferred compensation plans. The investments are in a variety of stock, bond, and money market mutual funds. The fair values of these investments are based on quoted market prices.
Derivative Instruments
The Company uses derivative financial instruments in the form of foreign currency forward exchange contracts and cross-currency swap contracts to manage foreign currency exposures. All derivative instruments are recognized on the balance sheet at their fair value. Fair value was measured using quoted foreign exchange rates, interest rates, yield curves, and cross-currency swap basis rates. The estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
Contingent Consideration Liabilities
Certain of the Company's acquisitions involve contingent consideration arrangements. Payment of additional consideration is contingent upon the acquired company reaching certain performance milestones, such as attaining specified sales levels or obtaining regulatory approvals. These contingent consideration liabilities are measured at estimated fair value using either a probability weighted discounted cash flow analysis or a Monte Carlo simulation model, both of which consider significant unobservable inputs. These inputs include (1) the discount rate used to calculate the present value of the projected cash flows (ranging from 9.1 % to 10.6 %, with a weighted average of 10.1 %), (2) the probability of milestone achievement of 60 %, (3) the projected payment dates (ranging from 2032 to 2034, with a weighted average of 2033), and (4) the volatility of future revenue (ranging from 18 % to 21 %, with a weighted average of 20.5 %). The weighted average of each of the above inputs was determined based on the relative fair value of each obligation. The use of different assumptions could have a material effect on the estimated fair value amounts.
18
The following tables summarize the changes in fair value of Level 3 financial instruments measured at fair value on a recurring basis (in millions):
| Contingent Consideration | Other | Total | |||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | ||||||||||||||
| Additions | |||||||||||||||||
| Changes in fair value | ( | ( | |||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ||||||||||||||
| Contingent Consideration | Other | Total | |||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | ||||||||||||||
| Payments | ( | ( | |||||||||||||||
| Changes in fair value | ( | ( | |||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ||||||||||||||
9. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company uses derivative financial instruments to manage its currency exchange rate risk as summarized below. Notional amounts are stated in United States dollar equivalents at spot exchange rates at the respective dates. The Company does not enter into these arrangements for trading or speculation purposes.
| Notional Amount | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Foreign currency forward exchange contracts | $ | $ | |||||||||
| Cross-currency swap contracts | |||||||||||
Derivative financial instruments involve credit risk in the event the counterparty should default. The Company diversifies its derivative financial instruments among counterparties to minimize exposure to any one of these entities. The Company also uses International Swap Dealers Association master-netting agreements. The master-netting agreements provide for the net settlement of all contracts through a single payment in a single currency in the event of default, as defined by the agreements.
The Company uses foreign currency forward exchange contracts and cross-currency swap contracts to manage its exposure to changes in currency exchange rates from (a) future cash flows associated with intercompany transactions and certain local currency expenses expected to occur within 1.5 years (designated as cash flow hedges) and (b) its net investment in certain foreign subsidiaries (designated as net investment hedges). The Company also uses foreign currency forward exchange contracts that are not designated as hedging instruments to offset the transaction gains and losses associated with revaluation of certain assets and liabilities denominated in currencies other than their functional currencies (resulting principally from intercompany and foreign currency transactions).
All derivative financial instruments are recognized at fair value in the condensed consolidated balance sheets. The Company reports in Accumulated Other Comprehensive Loss the gain or loss on derivative financial instruments that are designated, and that qualify, as cash flow hedges. The Company reclassifies these gains and losses into earnings in the same line item and in the same period in which the underlying hedged transactions affect earnings. Changes in the fair value of net investment hedges are reported in Accumulated Other Comprehensive Loss as a part of the cumulative translation adjustment and would be reclassified into earnings if the underlying net investment is sold or substantially liquidated. The portion of the change in fair value related to components excluded from the hedge effectiveness assessment are amortized into earnings over the life of the derivative. The gains and losses on derivative financial instruments for which the Company does not elect hedge accounting treatment are recognized in the consolidated statements of operations in each period based upon the change in the fair value of the derivative financial instrument. Cash flows from net investment hedges are reported as investing activities in the
19
consolidated statements of cash flows, and cash flows from all other derivative financial instruments are reported as operating activities.
The following table presents the location and fair value amounts of derivative instruments reported in the condensed consolidated balance sheets (in millions):
| Fair Value | ||||||||||||||||||||
| Derivatives designated as hedging instruments | Balance Sheet Location | September 30, 2026 | December 31, 2025 | |||||||||||||||||
| Foreign currency contracts | Other current assets | $ | $ | |||||||||||||||||
| Foreign currency contracts | Other assets | $ | $ | |||||||||||||||||
| Cross-currency swap contracts | Other assets | $ | $ | |||||||||||||||||
| Foreign currency contracts | Accrued and other liabilities | $ | $ | |||||||||||||||||
| Foreign currency contracts | Other liabilities | $ | $ | |||||||||||||||||
The following table presents the effect of master-netting agreements and rights of offset on the condensed consolidated balance sheets (in millions):
| Gross Amounts Not Offset in the Consolidated Balance Sheet | |||||||||||||||||||||||||||||||||||
| Gross Amounts Offset in the Consolidated Balance Sheet | |||||||||||||||||||||||||||||||||||
| Net Amounts Presented in the Consolidated Balance Sheet | |||||||||||||||||||||||||||||||||||
| September 30, 2026 | Gross Amounts | Financial Instruments | Cash Collateral Received | Net Amount | |||||||||||||||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||||||||||||||
| Foreign currency contracts | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Cross-currency swap contracts | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||||||||||||||
| Foreign currency contracts | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||||||||||||||
| Foreign currency contracts | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Cross-currency swap contracts | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||||||||||||||
| Foreign currency contracts | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
The following table presents the effect of derivative and non-derivative hedging instruments on the condensed consolidated statements of operations and condensed consolidated statements of comprehensive income (in millions):
| Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative (Effective Portion) | ||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Cash flow hedges | ||||||||||||||||||||||||||
| Foreign currency contracts | $ | $ | $ | $ | ( | |||||||||||||||||||||
| Net investment hedges | ||||||||||||||||||||||||||
| Cross-currency swap contracts | $ | $ | $ | $ | ( | |||||||||||||||||||||
The cross-currency swap contracts have an expiration date of June 15, 2028. At the maturity of the cross-currency swap contracts, the Company will deliver the notional amount of €257.2 million and will receive $300.0
20
million from the counterparties. The Company receives semi-annual interest payments from the counterparties based on a fixed interest rate until maturity of the agreements.
The following tables present the effect of derivative instruments on the condensed consolidated statements of operations (in millions):
| Location and Amount of Gain or (Loss) Recognized in Income | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | Interest income, net | Other non-operating income, net | Cost of sales | Interest income, net | Other non-operating income, net | ||||||||||||||||||||||||||||||||||||||||||
Total amounts presented in the condensed consolidated statements of operations | $ | ( | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| The effects of cash flow hedges: | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts: | |||||||||||||||||||||||||||||||||||||||||||||||
| Amount of gain (loss) reclassified from accumulated other comprehensive loss into income | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| The effects of net investment hedges: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cross currency swap contracts: | |||||||||||||||||||||||||||||||||||||||||||||||
| Amount excluded from effectiveness testing | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| The effects of non-designated hedges: | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts | $ | $ | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||
| Location and Amount of Gain or (Loss) Recognized in Income | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | Interest income, net | Other non-operating expense, net | Cost of sales | Interest income, net | Other non-operating income, net | ||||||||||||||||||||||||||||||||||||||||||
Total amounts presented in the condensed consolidated statements of operations | $ | ( | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| The effects of cash flow hedges: | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts: | |||||||||||||||||||||||||||||||||||||||||||||||
| Amount of (loss) gain reclassified from accumulated other comprehensive loss into income | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| The effects of net investment hedges: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cross currency swap contracts: | |||||||||||||||||||||||||||||||||||||||||||||||
| Amount excluded from effectiveness testing | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| The effects of non-designated hedges: | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts | $ | $ | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||
The Company expects that during the next twelve months it will reclassify to earnings a gain of $7.8 million currently recorded in Accumulated Other Comprehensive Loss.
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10. STOCK-BASED COMPENSATION
Stock-based compensation expense related to awards issued under the Company's incentive compensation plans for the three and nine months ended September 30, 2026 and 2025 was as follows (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Total stock-based compensation expense | |||||||||||||||||||||||
| Income tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| Total stock-based compensation expense, net of tax | $ | $ | $ | $ | |||||||||||||||||||
At September 30, 2026, the total remaining compensation cost related to nonvested stock options, restricted stock units, market-based restricted stock units, and employee stock purchase plan (“ESPP”) subscription awards amounted to $351.7 million, which will be amortized on a straight-line basis over each award's requisite service period. The weighted-average remaining requisite service period is 32 months.
During the nine months ended September 30, 2026, the Company granted 1.8 million stock options at a weighted-average exercise price per share of $83.22 and 1.7 million restricted stock units at a weighted-average grant-date fair value per share of $83.44 . During the nine months ended September 30, 2026, the Company also granted 0.2 million market-based restricted stock units at a weighted-average grant-date fair value per share of $84.65 . The market-based restricted stock units granted during the nine months ended September 30, 2026 vest based on a combination of certain service, revenue and market conditions. The actual number of shares issued will be determined based on the Company's revenue and total shareholder return relative to a selected industry peer group over a three-year performance period and may range from 0 % to 200 % of the target number of shares granted.
Fair Value Disclosures
The fair value of market-based restricted stock units was determined using a Monte Carlo simulation model, which uses multiple input variables to determine the probability of satisfying the market condition requirements. The weighted-average assumptions used to determine the fair value of the market-based restricted stock units granted during the nine months ended September 30, 2026 and 2025 included a risk-free interest rate of 3.9 % and 3.8 %, respectively, and an expected volatility rate of 34.1 % and 37.9 %, respectively.
The following table includes the weighted-average grant-date fair values of stock options granted during the periods indicated and the related weighted-average assumptions used in the Black-Scholes option pricing model:
Option Awards | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Risk-free interest rate | |||||||||||||||||||||||
| Expected dividend yield | |||||||||||||||||||||||
| Expected volatility | |||||||||||||||||||||||
| Expected term (years) | |||||||||||||||||||||||
| Fair value, per option | $ | $ | $ | $ | |||||||||||||||||||
22
The following table includes the weighted-average grant-date fair values for ESPP subscriptions granted during the periods indicated and the related weighted-average assumptions used in the Black-Scholes option pricing model:
ESPP | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Risk-free interest rate | |||||||||||||||||||||||
| Expected dividend yield | |||||||||||||||||||||||
| Expected volatility | |||||||||||||||||||||||
| Expected term (years) | |||||||||||||||||||||||
| Fair value, per share | $ | $ | $ | $ | |||||||||||||||||||
11. ACCELERATED SHARE REPURCHASE
During 2026 and 2025, the Company entered into accelerated share repurchase (“ASR”) agreements providing for the repurchase of the Company's common stock based on the volume-weighted average price of the Company's common stock during the term of the applicable agreements, less a discount. The following table summarizes the terms of the ASR agreements (dollars and shares in millions, except per share data):
| Initial Delivery | Final Settlement | |||||||||||||||||||||||||||||||||||||||||||
| Agreement Date | Amount Paid | Shares Received | Price per Share | Value of Shares as % of Contract Value | Settlement Date | Total Shares Received | Average Price per Share | |||||||||||||||||||||||||||||||||||||
| February 2025 | $ | $ | % | July 2025 | $ | |||||||||||||||||||||||||||||||||||||||
| August 2025 | $ | $ | % | September 2025 | $ | |||||||||||||||||||||||||||||||||||||||
| February 2026 | $ | $ | % | April 2026 | $ | |||||||||||||||||||||||||||||||||||||||
The ASR agreements were accounted for as two separate transactions: (1) the value of the initial delivery of shares was recorded as shares of common stock acquired in a treasury stock transaction on the acquisition date, and (2) the remaining amount of the purchase price paid was recorded as a forward contract indexed to the Company's own common stock and was initially recorded in Additional Paid-in Capital and subsequently, upon settlement, was transferred to Treasury Stock on the condensed consolidated balance sheets. The initial delivery of shares resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share. The Company determined that the forward contracts indexed to the Company's common stock met all the applicable criteria for equity classification and, therefore, were not accounted for as a derivative instrument.
12. COMMITMENTS AND CONTINGENCIES
On September 28, 2021, Aortic Innovations LLC, a non-practicing entity (“Aortic”), filed a lawsuit against Edwards Lifesciences Corporation and certain of its subsidiaries (“Edwards”) in the United States District Court for the District of Delaware (the “Delaware District Court”) alleging that Edwards’ SAPIEN 3 Ultra product infringes certain of its patents. Edwards obtained a judgment of non-infringement, which Aortic appealed. The Federal Circuit affirmed the Delaware District Court’s claim construction in favor of the Company, and Aortic’s remaining claims were remanded to the Delaware District Court, which granted summary judgment in favor of Edwards. Aortic has filed a notice of appeal. The Company cannot predict the outcome of any appeal or the potential impact on its financial statements. The Company will continue to vigorously defend itself with respect to any appeal or additional litigation related to this matter.
On January 14, 2026, Cardiovalve, Ltd. and MTH IP, L.P. filed a lawsuit against Edwards Lifesciences Corporation and one of its subsidiaries in the Delaware District Court alleging that the Company’s PASCAL products infringe their patent. The complaint seeks damages and a permanent injunction. The trial is currently scheduled to begin on November 13, 2028. The Company cannot predict the outcome of the litigation or the potential impact on its financial statements. The Company is vigorously defending itself in this litigation.
23
On February 16, 2026, Valtech Shareholder Representative LLC (“VT Shareholders”) filed a complaint against the Company in the Delaware Court of Chancery (the “Delaware Chancery Court”) alleging breach of contract and seeking accelerated milestone payments set forth in a merger agreement in which the Company acquired transcatheter structural heart repair technology from Valtech Cardio Ltd. The complaint alleges the Company failed to exercise commercially reasonable efforts in the development and commercialization of such technology causing certain milestone payments to not come due. Trial is currently scheduled to begin November 1, 2027. This suit is the second suit brought by VT Shareholders. The first, filed in 2023, was dismissed by the Delaware Chancery Court on procedural grounds in July 2024. The Company cannot predict the outcome of the litigation or the potential impact on its financial statements. The Company is vigorously defending itself in this litigation.
On October 14, 2024, a purported stockholder of Edwards filed a putative securities class action (the “Securities Class Action”) complaint against the Company and certain of its executive officers in the United States District Court for the Central District of California (the “California District Court”), captioned Patel v. Edwards Lifesciences Corporation, et al., No. 24-cv-02221. The complaint alleges violations of various securities laws based on alleged false or misleading statements regarding the Company’s business prospects. The complaint seeks damages, interest, costs and other fees. On September 17, 2025, the Court held a hearing on the Company’s Motion to Dismiss, and on September 19, 2025, the Court granted in part and denied in part the motion. The parties have reached a proposed settlement which was preliminarily approved by the Court on August 3, 2026, for an amount that is not material to the financial statements. The Court has set a final approval hearing for December 16, 2026. The expense was recorded within Certain litigation (insurance recovery) expenses, net on the condensed consolidated statements of operations for the nine months ended September 30, 2026.
On December 31, 2024, Plaintiff Manh Ho filed a shareholder derivative action in the California District Court, captioned Ho v. Zovighian, et al., Case No. 8:24-cv-02822, purportedly on behalf of Edwards against certain of its officers and directors for alleged violations of federal securities laws, breaches of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets (the “Ho Action”). On January 17, 2025, Plaintiff Barbara Sheridan filed a different shareholder derivative action in the California District Court, Sheridan v. Zovighian, et al., Case No. 8:25-cv-00097, purportedly on behalf of Edwards against certain of its officers and directors for similar alleged violations (the “Sheridan Action”). Both the Ho Action and the Sheridan Action are based on the same facts as the Securities Class Action. On April 10, 2025, the California District Court consolidated the Ho Action and the Sheridan Action and on June 17, 2025 issued an order staying the consolidated derivative action until the Securities Class Action is resolved. On May 11, 2026, Plaintiff Kenneth Webb filed a shareholder derivative action in Delaware Chancery Court, captioned Webb v. Valeriani, et al., Case No. 2026-0591, purportedly on behalf of Edwards against certain of its officers and directors for alleged breaches of fiduciary duties and unjust enrichment based on the same facts as the Securities Class Action. On September 17, 2026, Plaintiff Suellen Brock filed a similar shareholder derivative action in the Central District of California, captioned Brock v. Zovighian, et al., Case No. 8:26-cv-02667, purportedly on behalf of Edwards against certain of its officers and directors for alleged breaches of fiduciary duties and unjust enrichment based on the same facts as the Securities Class Action. The Company cannot predict the outcome of the litigation or the potential impact on its financial statements. The Company intends to vigorously defend itself against the lawsuits.
The Company is or may be a party to, or may otherwise be responsible for, other pending or threatened lawsuits including those related to products and services currently or formerly manufactured or performed, as applicable, by the Company, workplace and employment matters, matters involving real estate, the Company's operations or health care regulations, contingent consideration, commercial matters, or governmental investigations (the “Lawsuits”). The Lawsuits raise difficult and complex factual and legal issues and are subject to many uncertainties, including, but not limited to, the facts and circumstances of each particular case or claim, the jurisdiction in which each suit is brought, and differences in applicable law. Management does not believe that any loss relating to the Lawsuits would have a material adverse effect on the Company's overall financial condition, results of operations or cash flows. However, the resolution of one or more of the Lawsuits in any reporting period could have a material adverse impact on the Company's financial results for that period.
As of September 30, 2026 and December 31, 2025, the Company has accrued an aggregate estimated liability of $21.3 million and $146.2 million, respectively, related to its outstanding legal proceedings within Accrued and Other Liabilities. The Company is not able to estimate the amount or range of any loss for legal contingencies related to outstanding legal proceedings for which there is no accrual or additional loss for matters for which an accrual has been taken.
24
The Company is subject to various environmental laws and regulations both within and outside of the United States. The Company's operations, like those of other medical device companies, involve the use of substances regulated under environmental laws, primarily in manufacturing and sterilization processes. While it is difficult to quantify the potential impact of continuing compliance with environmental protection laws, management believes that such compliance will not have a material impact on the Company's financial results. The Company's threshold for disclosing material environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million.
13. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables summarize the activity for each component of Accumulated Other Comprehensive Loss (in millions):
| Foreign Currency Translation Adjustments | Unrealized (Loss) Gain on Hedges | Unrealized Loss on Available-for-sale Investments | Unrealized Pension Credits | Total Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||
| December 31, 2025 | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||
Other comprehensive income before reclassifications | |||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ( | ( | ||||||||||||||||||||||||||
Deferred income tax (expense) benefit | ( | ( | ( | ||||||||||||||||||||||||||
| March 31, 2026 | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||
Other comprehensive (loss) income before reclassifications | ( | ||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ( | ( | ||||||||||||||||||||||||||
Deferred income tax benefit (expense) | ( | ( | |||||||||||||||||||||||||||
| June 30, 2026 | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||
Other comprehensive (loss) income before reclassifications | ( | ( | |||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||||||||
Deferred income tax (expense) benefit | ( | ( | ( | ||||||||||||||||||||||||||
| September 30, 2026 | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||
25
| Foreign Currency Translation Adjustments | Unrealized Gain (Loss) on Hedges | Unrealized Loss on Available-for-sale Investments | Unrealized Pension Credits | Total Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||
| December 31, 2024 | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||||||||
Deferred income tax benefit (expense) | ( | ||||||||||||||||||||||||||||
| March 31, 2025 | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
Other comprehensive income (loss) before reclassifications | ( | ( | ( | ||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||||||||
Deferred income tax benefit (expense) | ( | ||||||||||||||||||||||||||||
| June 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
Other comprehensive (loss) income before reclassifications | ( | ||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ( | ( | ||||||||||||||||||||||||||
| Deferred income tax expense | ( | ( | ( | ( | |||||||||||||||||||||||||
| September 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
The following table provides information about amounts reclassified from Accumulated Other Comprehensive Loss (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
Affected Line on Condensed Consolidated Statements of Operations | |||||||||||||||||||||||||||||
Details about Accumulated Other Comprehensive Loss Components | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Foreign currency translation adjustments | $ | $ | $ | $ | Other non-operating expense (income), net | ||||||||||||||||||||||||
| ( | ( | ( | ( | Provision for income taxes | |||||||||||||||||||||||||
| $ | $ | $ | $ | Net of tax | |||||||||||||||||||||||||
| Gain (loss) on hedges | $ | $ | ( | $ | ( | $ | Cost of sales | ||||||||||||||||||||||
| ( | ( | Provision for income taxes | |||||||||||||||||||||||||||
| $ | $ | ( | $ | ( | $ | Net of tax | |||||||||||||||||||||||
| Gain on available-for-sale investments | $ | $ | $ | $ | Interest income, net | ||||||||||||||||||||||||
| ( | ( | ( | ( | Provision for income taxes | |||||||||||||||||||||||||
| $ | $ | $ | $ | Net of tax | |||||||||||||||||||||||||
26
14. EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted earnings per share is computed based on the weighted-average common shares outstanding plus the effect of dilutive potential common shares outstanding during the period calculated using the treasury stock method. Dilutive potential common shares include employee equity share options, nonvested shares, and similar equity instruments granted by the Company. Potential common share equivalents have been excluded where their inclusion would be anti-dilutive.
The table below presents the computation of basic and diluted earnings per share (in millions, except for per share information):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net Income for Earnings Per Share Calculations: | |||||||||||||||||||||||
| Income from continuing operations, net of tax | $ | $ | $ | $ | |||||||||||||||||||
| Loss from discontinued operations, net of tax | ( | ( | |||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Less: Net loss attributable to noncontrolling interest | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to Edwards Lifesciences Corporation | $ | $ | $ | $ | |||||||||||||||||||
| Weighted Average Shares: | |||||||||||||||||||||||
| Basic weighted-average shares outstanding | |||||||||||||||||||||||
| Dilutive effect of stock plans | |||||||||||||||||||||||
| Dilutive weighted-average shares outstanding | |||||||||||||||||||||||
| Earnings per Share: | |||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | ( | ||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted: | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | ( | ||||||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
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15. INCOME TAXES
The Company's effective income tax rate attributable to continuing operations was 17.0 % and 16.1 % for the three months ended September 30, 2026 and 2025, respectively, and 31.2 % and 16.1 % for the nine months ended September 30, 2026 and 2025, respectively. The increase in the effective rate between the nine months ended September 30, 2026 and 2025 was primarily due to a $174.4 million valuation allowance recorded against certain deferred tax assets in the second and third quarters of 2026 as a result of the enactment of California budget legislation on June 29, 2026, that, as noted below, permanently limits the utilization of most business tax credits, including carryovers of research and development tax credits, partially offset by (1) an increase in the benefit from foreign earnings taxed at lower rates, including a decrease in global minimum tax ("Pillar Two," as noted below), and (2) an increase in the tax benefit from employee share-based compensation. As a result, the effective tax rate for the nine months ended September 30, 2026 was higher than the federal statutory rate of 21.0%. For the nine months ended September 30, 2025, the effective tax rate was lower than the federal statutory rate of 21.0% primarily due to (1) foreign earnings taxed at lower rates, (2) United States federal and California research and development credits, and (3) the tax benefit from foreign-derived deduction eligible income.
As a result of the change in California law noted above, the Company has concluded that in applying its methodology where newly generated credits are utilized before existing carryforwards, the annual utilization limit will be lower than the newly generated research and development tax credits and excess research and development credits will continue to be generated annually on a prospective basis. Consequently, the California research and development credit carryforward is no longer considered realizable, and a valuation allowance has been established.
Many countries are implementing some or all of the Organisation for Economic Co-operation and Development’s (“OECD”) Base Erosion and Profit Shifting Pillar Two (“Pillar Two”) rules that impose a global minimum tax of 15.0% on reported profits. Although Pillar Two provides a framework for applying the minimum tax, countries may enact Pillar Two slightly differently than the model rules and on different timelines and may adjust domestic tax incentives in response to Pillar Two. In January 2026, the OECD released its Side-by-Side Safe Harbour package, intended to reduce double taxation and compliance burdens by deeming Pillar Two top-up tax to be zero under the Income Inclusion Rule (“IIR”) and Undertaxed Profits Rule (“UTPR”) for groups headquartered in the United States while preserving application of local Qualified Domestic Minimum Top-up Taxes (“QDMTT”). As countries continue to enact and refine the Pillar Two rules, including jurisdictional enactment of the Side-by-Side Safe Harbour through the course of 2026, the Company will evaluate the potential effects of Pillar Two on its effective tax rate. In 2026, the Company expects the Pillar Two provisions to result in additional tax expense of approximately $45.0 million prior to offsets under current law. As countries enact the Side-by-Side Safe Harbour, the Pillar Two UTPR tax expense will be reduced accordingly.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The OBBBA is not expected to have a material impact on 2026 and future periods.
The Company executed an Advanced Pricing Agreement in the fourth quarter of 2024 between Japan and Singapore covering tax years 2022 through 2026, with rollback provisions covering the distribution of Transcatheter Aortic Valve Replacement (“TAVR”) products beginning in 2020 and Surgical products beginning in 2018.
At September 30, 2026, all material state, local, and foreign income tax matters have been concluded for years through 2022.
In the normal course of business, the Internal Revenue Service (“IRS”) and other taxing authorities are in different stages of examining various years of the Company's tax filings. During these audits, the Company may receive proposed audit adjustments that could be material. Therefore, there is a possibility that an adverse outcome in these audits could have a material effect on the Company's financial condition and results of operations. The Company strives to resolve open matters with each tax authority at the examination level and could reach an agreement with a tax authority at any time. While the Company has accrued for matters it believes are more likely than not to require settlement, the final outcome with a tax authority may result in a tax liability that is materially different from that reflected in the consolidated financial statements. Furthermore, the Company may later decide to challenge any assessments, if made, and may exercise its right to appeal. Uncertain tax positions are reviewed
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quarterly and adjusted as events occur that affect potential liabilities for additional taxes, such as lapsing of applicable statutes of limitations, proposed assessments by tax authorities, negotiations between tax authorities, identification of new issues, and issuance of new legislation, regulations, or case law.
As of September 30, 2026 and December 31, 2025, the gross liability recorded for income taxes associated with uncertain tax positions was $817.5 million and $767.4 million, respectively. The Company estimates that these liabilities would be reduced by $410.4 million and $377.0 million, respectively, from offsetting tax benefits associated with the correlative effects of potential transfer pricing adjustments, state income taxes, and timing adjustments. The net amounts of $407.1 million and $390.4 million, respectively, if not required, would favorably affect the Company's effective tax rate. Management believes that adequate amounts of tax and related penalties and interest have been provided for any adjustments that may result from these uncertain tax positions.
The audits of the Company’s United States federal income tax returns through 2014 have been closed. The IRS audit field work for the 2015 through 2017 tax years was completed during the second quarter of 2021, except for transfer pricing and related matters. The IRS is currently examining the 2018 through 2020 tax years.
During 2021, the Company received a Notice of Proposed Adjustment (“NOPA”) from the IRS for the 2015 through 2017 tax years relating to transfer pricing involving Surgical/TAVR intercompany royalty transactions between the Company's United States and Switzerland subsidiaries. The NOPA proposed a substantial increase to the Company's United States taxable income, which could result in additional tax expense for the 2015 through 2017 period of approximately $265.0 million and reflects a departure from a transfer pricing method the Company had previously agreed upon with the IRS. The Company disagreed with the NOPA and pursued an administrative appeal with the IRS Independent Office of Appeals (“Appeals”). The Appeals process culminated in the third quarter of 2023 when the Company and Appeals concluded that a satisfactory resolution of the matter at the administrative level was not possible.
During the fourth quarter of 2023, Appeals issued a notice of deficiency (“NOD”) increasing the Company's 2015 through 2017 United States federal income tax in amounts resulting from the income adjustments previously reflected in the NOPA. The additional tax sought in excess of the Company's filing position is $269.3 million before consideration of interest and a repatriation tax offset.
The Company plans to vigorously contest the additional tax claimed by the IRS through the judicial process. Final resolution of this matter is not likely within the next 12 months. The Company believes the amounts previously accrued related to this uncertain tax position are appropriate for a number of reasons, including the interpretation and application of relevant tax laws and accounting standards to the Company's facts and, accordingly, has not accrued any additional amount based on the NOD and other proceedings to date. Nonetheless, the outcome of the judicial process cannot be predicted with certainty, and it is possible that the outcome of that process could have a material impact on the Company's consolidated financial statements. As noted below, similar material tax disputes may arise for the 2018 through 2026 tax years. The Company made deposits with the IRS of $75.0 million in November 2022, and $305.1 million in March 2024, to prevent the further accrual of interest on that portion of any additional tax and interest the Company may ultimately be found to owe while the Company prepares to contest through the judicial process the IRS's entitlement to any of the additional tax claimed by the IRS. The IRS converted those deposits to advance payments and, on December 20, 2024, the Company filed administrative claims for refunds of those payments with the IRS for the 2015 through 2017 tax years. The Company is now able to sue for refunds in the appropriate judicial forum.
Surgical/TAVR intercompany royalty transactions covering tax years 2018 through 2026 remain subject to IRS examination, and those transactions and related tax positions remain uncertain as of September 30, 2026. The Company has considered this information, as well as information regarding the NOD and other proceedings described above, in its evaluation of its uncertain tax positions. The impact of these unresolved transfer pricing matters, net of any correlative tax adjustments, could have a material impact on the Company’s consolidated financial statements. Based on the information currently available and numerous possible outcomes, the Company cannot reasonably estimate what, if any, changes in its existing uncertain tax positions may occur in the next 12 months and, therefore, has continued to record the uncertain tax positions as a long-term liability.
During the second quarter of 2026, the Company received two Notices of Proposed Adjustment (“NOPAs”) for the 2018 through 2020 tax years. The first NOPA relates to certain tax elections made in 2018 and proposes an increase to the Company’s U.S. taxable income in the amount of approximately $233.5 million for 2018. The second NOPA relates to the transfer pricing of certain intercompany license transactions related to the Company’s Surgical
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and TAVR product groups and proposes increases to the Company’s U.S. taxable income for 2018, 2019, and 2020 in the amounts of $625.3 million, $530.7 million, and $683.6 million, respectively. During the third quarter of 2026, the Company engaged with the IRS examination function (“Exam”) in a good-faith effort to reach a principled resolution related to the NOPAs but was unsuccessful. As a result, Exam issued a third NOPA imposing 40% transfer pricing penalties on the tax underpayments attributable to the increased taxable income resulting from the IRS’s proposed transfer pricing adjustments for 2018, 2019, and 2020 in the amounts of $52.5 million, $44.6 million, and $55.9 million, respectively. In early October 2026, Exam issued its Revenue Agent Report (“RAR”), which included increases in tax for 2018, 2019, and 2020 in the amounts of $167.0 million, $112.5 million, and $144.5 million, respectively, and a 30-day letter. The Company requested and received an extension until November 20, 2026, to submit its protest in response to the RAR.
The Company believes that the adjustments reflected in the RAR significantly overstate its potential tax liability because Exam did not take into account applicable correlative adjustments, related offsetting deductions, and the reconciliation of mutually exclusive adjustments. Because the proposed transfer pricing penalties are based on tax liabilities the Company believes are overstated, the proposed penalties are likewise overstated. The Company intends to pursue all available remedies with respect to any unagreed issues, including administrative appeals and, if necessary, litigation, a process that could extend over several years. The Company believes that the amounts previously accrued related to these uncertain tax positions are adequate and, accordingly, has not recorded any additional amounts. However, an adverse outcome could have a material adverse impact on the Company’s consolidated financial statements in the period of resolution.
During the first quarter of 2024, the Company received a notice of assessment from the Israel Tax Authority (the “ITA”) wherein the ITA claimed that the Company owes approximately $110.0 million of tax excluding interest and penalties in connection with a claimed 2017 transfer of intellectual property. On July 31, 2025, the ITA formally informed the Company that it agreed that intellectual property was not transferred in 2017 and withdrew its assessment but reserves the right to evaluate whether intellectual property was transferred in later years. The Company maintains that it did not transfer intellectual property outside of Israel and would vigorously defend that position through administrative proceedings including with appeals if the issue is raised in later years. If necessary, the Company expects to defend that position through judicial proceedings. During the fourth quarter of 2024, the Company received a notice of assessment from the ITA claiming that the Company owes additional tax of approximately $16.0 million excluding interest and penalties for the 2018 through 2022 tax years based entirely on the collateral impacts of the 2017 assessment. In the first quarter of 2026, the Company was notified that the ITA had withdrawn its assessment for the 2018 and 2019 taxable years. In the third quarter of 2026, the Company was notified that the ITA had withdrawn its assessment for the 2020 through 2022 taxable years.
16. SEGMENT INFORMATION
Edwards Lifesciences conducts operations worldwide and is managed in the following four reportable segments: United States, Europe, Japan, and Rest of World. All regions sell products that are used to treat advanced cardiovascular disease. The Company's operating segments are organized primarily based on economic characteristics as well as other characteristics, including types of customers, nature of the regulatory environment, and product offerings.
The Company's geographic segments are reported based on the financial information provided to the Chief Operating Decision Maker (“CODM”), which is the Company's Chief Executive Officer. The CODM evaluates the performance of the Company's reportable segments based on segment net sales and segment operating income. The CODM considers budget or forecast-to-actual results variances for segment operating income on a periodic basis for evaluating the performance of each segment and making decisions about allocating capital and other resources to each segment.
Segment net sales are based on actual foreign exchange rates. Segment expenses and segment operating income are based on internally derived foreign exchange rates and do not include inter-segment profits. Because of the interdependence of the reportable segments, the operating profit as presented may not be representative of the geographical distribution that would occur if the segments were not interdependent. Net sales by geographic area are based on the location of the customer. There were no customers that represented 10% or more of the Company's total net sales.
Certain items are maintained at the corporate level and are not allocated to the segments. The non-allocated items include corporate research and development expenses, manufacturing variances, corporate headquarters
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costs, net interest income, global marketing expenses, impairment charges, stock-based compensation, foreign currency hedging activities, certain litigation expenses, most of the Company's amortization, and a portion of the Company's depreciation expense. The CODM does not receive information on total assets by reportable segment.
The table below presents information about Edwards Lifesciences' reportable segments (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Segment Net Sales | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Japan | |||||||||||||||||||||||
| Rest of World | |||||||||||||||||||||||
| Total segment net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of Sales | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Japan | |||||||||||||||||||||||
| Rest of World | |||||||||||||||||||||||
| Total segment cost of sales | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Japan | |||||||||||||||||||||||
| Rest of World | |||||||||||||||||||||||
| Total segment selling, general, and administrative expenses | $ | $ | $ | $ | |||||||||||||||||||
| Other Segment Items | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Japan | ( | ( | ( | ( | |||||||||||||||||||
| Rest of World | ( | ( | ( | ( | |||||||||||||||||||
Total other segment items (a) | $ | $ | $ | $ | |||||||||||||||||||
| Segment Operating Income | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Japan | |||||||||||||||||||||||
| Rest of World | |||||||||||||||||||||||
| Total segment operating income | $ | $ | $ | $ | |||||||||||||||||||
_______________________________________________________________________________
(a) Other segment items include research and development expenses and foreign currency.
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The table below presents a reconciliation of segment operating income to consolidated pre-tax income (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Pre-tax Income Reconciliation | |||||||||||||||||||||||
| Segment operating income | $ | $ | $ | $ | |||||||||||||||||||
| Unallocated amounts: | |||||||||||||||||||||||
| Corporate items | ( | ( | ( | ( | |||||||||||||||||||
| Restructuring charges, separation costs, and other | ( | ( | ( | ( | |||||||||||||||||||
| Impairment of intangible and long-lived assets | ( | ( | ( | ( | |||||||||||||||||||
| Certain litigation (insurance recovery) expenses, net | ( | ( | ( | ||||||||||||||||||||
| Change in fair value of contingent consideration liabilities | |||||||||||||||||||||||
| Foreign currency | ( | ( | |||||||||||||||||||||
| Consolidated operating income | |||||||||||||||||||||||
| Non-operating income (expense) | |||||||||||||||||||||||
| Consolidated pre-tax income | $ | $ | $ | $ | |||||||||||||||||||
Enterprise-wide Information
(in millions)
Enterprise-wide information is based on actual foreign exchange rates used in the Company's consolidated financial statements. Refer to the segment information above for United States net sales. Sales within any other individual country were less than 10 percent of the Company's consolidated net sales for all periods presented.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net Sales by Major Product Group | |||||||||||||||||||||||
| Transcatheter Aortic Valve Replacement | $ | $ | $ | $ | |||||||||||||||||||
| Transcatheter Mitral and Tricuspid Therapies | |||||||||||||||||||||||
Surgical | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
The following discussion and analysis contains forward-looking statements within the meaning of the federal securities laws and should be read in conjunction with the disclosures we make concerning risks and other factors that may affect our business and operating results. See “Note Regarding Forward-Looking Statements” preceding Part I, Item 1 in this Quarterly Report on Form 10-Q.
We are the leading global structural heart disease innovation company, driven by a passion to improve patient lives. Through breakthrough technologies, world-class evidence, and partnerships with clinicians and healthcare stakeholders, our employees are inspired by our patient-focused culture to deliver life-changing innovations to those who need them most. We conduct operations worldwide that are managed in the following geographical regions: United States, Europe, Japan, and Rest of World. Our products are categorized into the following groups: Transcatheter Aortic Valve Replacement (“TAVR”), Transcatheter Mitral and Tricuspid Therapies (“TMTT”), and Surgical.
In February 2026, we acquired Autus Valve Technologies, Inc. (“Autus”) for total consideration of $128.9 million with contingent consideration of up to $132.5 million payable based on the achievement of certain regulatory and sales milestones.
In May 2026, we amended several agreements with a medical device company (the “Consolidated VIE”), which we previously accounted for as an unconsolidated VIE. As a result of the amendments, we determined we have become the primary beneficiary of the Consolidated VIE and it has been consolidated in our condensed consolidated financial statements as of May 2026.
The results of Autus and the Consolidated VIE have been included in our condensed consolidated financial statements from the date of the acquisition and amendment dates, respectively.
We sold (i) our Critical Care product group (“Critical Care”) to Becton, Dickinson and Company (“BD”) in September 2024 and (ii) a business that was not focused on implantable medical innovations for structural heart diseases (the “non-core product group”) in December 2025 (collectively, the “discontinued product groups”). We determined that the conditions for the discontinued operations presentation had been met with respect to the discontinued product groups for the periods presented prior to their sale. As such, the historical financial condition and results of the discontinued product groups have been reflected as discontinued operations in our Condensed Consolidated Financial Statements for the applicable periods presented. Our discussion and analysis of our results of operations is reflective of our continuing operations. See Note 4 to the Condensed Consolidated Financial Statements for further information.
Due to changes to U.S. trade policy, such as increased tariffs on imports and including non-U.S. retaliatory tariffs, we have and will continue to assess potential impacts on our business. As needed, we will pursue options to mitigate the impact of tariffs, including through our supply chain and potential exemptions and exclusions. Failure to sufficiently mitigate the impact of tariffs, including significant inflation and other impacts on our customers, could also reduce demand for our products and adversely affect our business, financial condition and results of operations. Given the uncertainties around U.S. trade policy and future tariff rates, we are unable to predict the nature of the tariffs and whether we will be able to successfully mitigate their impact.
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Financial Highlights
Our net sales for the first nine months of 2026 were $5.1 billion, representing an increase of $607.1 million compared to the first nine months of 2025, driven primarily by sales of our TAVR and TMTT products.
Our gross profit increased in the nine months ended September 30, 2026, driven primarily by our sales growth. Gross profit as a percentage of sales was consistent with the same period last year. The decrease in our diluted earnings per share in the nine months ended September 30, 2026, was driven primarily by an increase in our tax expense and certain impairment charges, partially offset by our aforementioned operational performance.
Healthcare Environment, Opportunities, and Challenges
The medical technology industry is highly competitive and continues to evolve. We measure our success both by the development of innovative products and the value we bring to our stakeholders. We are committed to developing new technologies and innovations, and we are committed to defending our intellectual property in support of those developments. Our vision for growth is to treat patients with both valvular and non-valvular structural heart disease, such as heart failure, which is a natural progression of the disease for many patients suffering from aortic stenosis and mitral and tricuspid regurgitation.
We are dedicated to generating robust clinical, economic, and quality-of-life evidence that is increasingly expected by patients, clinicians, and payors in the current healthcare environment, with the goal of encouraging the adoption of innovative new medical therapies that demonstrate superior outcomes.
New Accounting Standards
Information on new accounting standards is included in Note 1 to the Condensed Consolidated Financial Statements.
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Results of Operations
Net Sales by Region
(dollars in millions)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Percent Change | Percent Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||||||||||||
| United States | $ | 1,007.6 | $ | 907.5 | $ | 100.1 | 11.0 | % | $ | 2,948.7 | $ | 2,636.1 | $ | 312.6 | 11.9 | % | |||||||||||||||||||||||||||||||
| Europe | 414.6 | 387.9 | 26.7 | 6.9 | % | 1,296.8 | 1,107.9 | 188.9 | 17.0 | % | |||||||||||||||||||||||||||||||||||||
| Japan | 92.0 | 90.1 | 1.9 | 2.2 | % | 279.0 | 267.2 | 11.8 | 4.4 | % | |||||||||||||||||||||||||||||||||||||
| Rest of World | 201.3 | 167.6 | 33.7 | 20.2 | % | 580.6 | 486.8 | 93.8 | 19.3 | % | |||||||||||||||||||||||||||||||||||||
| Outside of the United States | 707.9 | 645.6 | 62.3 | 9.7 | % | 2,156.4 | 1,861.9 | 294.5 | 15.8 | % | |||||||||||||||||||||||||||||||||||||
| Total net sales | $ | 1,715.5 | $ | 1,553.1 | $ | 162.4 | 10.5 | % | $ | 5,105.1 | $ | 4,498.0 | $ | 607.1 | 13.5 | % | |||||||||||||||||||||||||||||||
Net sales outside of the United States include the impact of foreign currency exchange rate fluctuations, as further detailed in the discussion below. The impact of foreign currency exchange rate fluctuations on net sales is not necessarily indicative of the impact on net income due to the corresponding effect of foreign currency exchange rate fluctuations on international manufacturing and operating costs, and our hedging activities.
Net Sales by Product Group
(dollars in millions)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Percent Change | Percent Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||||||||||||
| Transcatheter Aortic Valve Replacement | $ | 1,241.6 | $ | 1,149.9 | $ | 91.7 | 8.0 | % | $ | 3,697.2 | $ | 3,327.4 | $ | 369.8 | 11.1 | % | |||||||||||||||||||||||||||||||
| Transcatheter Mitral and Tricuspid Therapies | 209.5 | 145.2 | 64.3 | 44.3 | % | 583.2 | 394.9 | 188.3 | 47.7 | % | |||||||||||||||||||||||||||||||||||||
Surgical | 264.4 | 258.0 | 6.4 | 2.5 | % | 824.7 | 775.7 | 49.0 | 6.3 | % | |||||||||||||||||||||||||||||||||||||
| Total net sales | $ | 1,715.5 | $ | 1,553.1 | $ | 162.4 | 10.5 | % | $ | 5,105.1 | $ | 4,498.0 | $ | 607.1 | 13.5 | % | |||||||||||||||||||||||||||||||
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Transcatheter Aortic Valve Replacement Sales
Net sales of TAVR products increased for the three and nine months ended September 30, 2026, driven by higher sales of the Edwards SAPIEN platform in 2026, primarily due to the Edwards SAPIEN 3 Ultra RESILIA valve in the United States, Europe, and Japan. In addition, foreign currency exchange rate fluctuations increased net sales by $32.5 million during the nine months ended September 30, 2026, primarily due to strengthening of the Euro partially offset by weakening of the Japanese Yen against the United States dollar.
In January 2026, we received United States Food and Drug Administration (“FDA”) approval for the SAPIEN 3 transcatheter pulmonic valve delivery system, an advancement designed specifically to support pediatric and adult patients living with congenital heart disease.
In September 2026, the Centers for Medicare & Medicaid Services issued an updated National Coverage Determination for TAVR, expanding Medicare coverage to certain asymptomatic severe aortic stenosis patients and reducing prior coverage restrictions for symptomatic patients.
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Transcatheter Mitral and Tricuspid Therapies Sales
Net sales of TMTT products increased for the three and nine months ended September 30, 2026, primarily due to higher sales of our PASCAL transcatheter edge-to-edge repair system (“TEER”), EVOQUE tricuspid valve replacement system, and SAPIEN M3 mitral valve replacement system in the United States and Europe.
In June 2026, we received CE Mark for the Edwards SAPIEN M3 RESILIA, increasing access to therapy for the patient population with mitral annular calcification.
In August and September 2026, we received CE Mark and FDA approval, respectively, for EVOQUE for trans-jugular access, enabling patients with complex femoral access to benefit from the EVOQUE procedure.
In September 2026, we received FDA approval for the PASCAL Ace with Capture Clarity System, making it the first TEER device to deliver real-time indication of leaflet capture.
In October 2026, we received FDA approval for the PASCAL Precision System for tricuspid valve repair to support patients with symptomatic severe tricuspid regurgitation.
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Surgical
Net sales of Surgical products increased for the three and nine months ended September 30, 2026, primarily due to higher sales of the INSPIRIS RESILIA aortic valve, KONECT RESILIA tissue valved conduit, and the MITRIS RESILIA valve in the United States and Europe.
In May 2026, we received FDA approval for TRIFORMIS RESILIA, the first-ever surgical tricuspid valve replacement designed specifically for patients with tricuspid valve disease.
In June 2026, we received FDA 510(k) clearance for ECLIPTIS, our surgical Left Atrial Appendage technology.
In October 2026, we received FDA approval for AUTUS Size-Adjustable Valve, a surgical pulmonary valve designed specifically for pediatric patients with congenital heart disease who require pulmonary valve replacement.
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Gross Profit
Our gross profit increased in the three and nine months ended September 30, 2026, primarily driven by our sales growth discussed above. The change in gross profit as a percentage of net sales for the three months ended September 30, 2026 was primarily driven by lower manufacturing expenses and a positive 0.5 percentage point impact from foreign currency rate fluctuations, including the settlement of foreign currency hedging contracts.
Selling, General, and Administrative (“SG&A”) Expenses
SG&A expenses increased for the three and nine months ended September 30, 2026, primarily due to higher headcount related expenses and commercial activities to support patient care. Foreign currency exchange rate fluctuations increased expenses by $20.4 million primarily due to the weakening of the United States dollar against the Euro during the nine months ended September 30, 2026.
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Research and Development (“R&D”) Expenses
R&D expenses increased for the three and nine months ended September 30, 2026, primarily due to increased investments in aortic transcatheter valve and mechanical circulatory support system technology, partially offset by lower headcount related expenses and lower investments in transcatheter valve innovations. For the nine months ended September 30, 2026, the increase also included investments in implantable heart failure management and advanced technology innovation.
Certain Litigation (Insurance Recovery) Expenses, net
We recognized a net insurance recovery of $12.7 million and certain litigation expenses of $30.7 million during the three and nine months ended September 30, 2026, respectively, and certain litigation expenses of $90.4 million and $116.8 million during the three and nine months ended September 30, 2025, respectively, related to legal proceedings, intellectual property litigation, tax litigation, and associated insurance recoveries (see Note 12 to the Condensed Consolidated Financial Statements).
Restructuring Charges, Separation Costs, and Other
We recognized an expense of $2.0 million related to severance associated with realignment initiatives and $8.7 million related to the termination of certain contracts associated with our acquisitions during the three and nine months ended September 30, 2026. We recognized expenses of $0.1 million and $8.5 million during the three and nine months ended September 30, 2025, respectively, primarily related to costs incurred for professional advisory services associated with the sale of Critical Care.
Impairment of Intangible and Long-lived Assets
Intangible and long-lived assets impairment charges of $220.2 million during the three and nine months ended September 30, 2026 were primarily related to the full impairment of a certain in-process research and development asset. Intangible assets impairment charge of $40.0 million during the three and nine months ended September 30, 2025 related to the full impairment of a certain developed technology asset.
Other Operating Income
Other operating income of $13.3 million and $38.5 million in the three and nine months ended September 30, 2026, included income from transition services agreements of $12.5 million and $37.2 million, respectively (see Note 4 to the Condensed Consolidated Financial Statements).
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Interest Income, net
Interest income, net was $36.5 million and $100.0 million for the three and nine months ended September 30, 2026, respectively, and $38.6 million and $112.5 million for the three and nine months ended September 30, 2025, respectively. The decrease in interest income was primarily due to a lower yield on invested cash balances during the three and nine months ended September 30, 2026.
Loss on Impairment
Loss on impairment of $163.6 million during the nine months ended September 30, 2026 related to the termination of the option agreement to acquire one of our VIEs and the carrying amount of another VIE investment not being recoverable, and $47.1 million during the nine months ended September 30, 2025 related to our determination to not exercise an option to acquire one of our VIEs (see Note 6 to the Condensed Consolidated Financial Statements).
Other non-operating income, net
Other non-operating income, net was $27.6 million and $115.7 million for the three and nine months ended September 30, 2026, respectively. The increase in other non-operating income was driven primarily by gains from the remeasurement of our previously held interest upon acquisition of Autus and the Consolidated VIE and an unrealized gain on a marketable equity security investment (see Note 5 and Note 7 to the Condensed Consolidated Financial Statements).
Provision for Income Taxes
The provision for income taxes consists of provisions for federal, state, and foreign income taxes. We operate in an international environment with significant operations in various locations outside the United States which have statutory tax rates typically lower than the United States tax rate. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates.
Our effective income tax rate attributable to continuing operations was 17.0% and 16.1% for the three months ended September 30, 2026 and 2025, respectively and 31.2% and 16.1% for the nine months ended September 30, 2026 and 2025, respectively. The increase in the effective rate between the nine months ended September 30, 2026 and 2025 was primarily due to a $174.4 million valuation allowance recorded against certain deferred tax assets in the second and third quarters of 2026 as a result of enactment of California budget legislation on June 29, 2026, which, as noted below, permanently limits the utilization of most business tax credits, including carryovers of research and development tax credits, partially offset by (1) an increase in the benefit from foreign earnings taxed at lower rates, including a decrease in global minimum tax (“Pillar Two,” as noted below), and (2) an increase in the tax benefit from employee share-based compensation. As a result, the effective tax rate for the nine months ended September 30, 2026 was higher than the federal statutory rate of 21.0%. For the nine months ended September 30, 2025, the effective tax rate was lower than the federal statutory rate of 21.0% primarily due to (1) foreign earnings taxed at lower rates, (2) United States federal and California research and development credits, and (3) the tax benefit from foreign-derived deduction eligible income.
As a result of the change in California law noted above, we have concluded that in applying our methodology where newly generated credits are utilized before existing carryforwards, the annual utilization limit will be lower than the newly generated research and development tax credits and excess research and development credits will continue to be generated annually on a prospective basis. Consequently, the California research and development credit carryforward is no longer considered realizable, and a valuation allowance has been established.
Many countries are implementing some or all of the Organisation for Economic Co-operation and Development’s (“OECD”) Base Erosion and Profit Shifting Pillar Two (“Pillar Two”) rules that impose a global minimum tax of 15.0% on reported profits. Although Pillar Two provides a framework for applying the minimum tax, countries may enact Pillar Two slightly differently than the model rules and on different timelines and may adjust domestic tax incentives in response to Pillar Two. In January 2026, the OECD released its Side-by-Side Safe Harbour package, intended to reduce double taxation and compliance burdens by deeming Pillar Two top-up tax to be zero under the Income Inclusion Rule (“IIR”) and Undertaxed Profits Rule (“UTPR”) for groups headquartered in the United States while preserving application of local Qualified Domestic Minimum Top-up Taxes (“QDMTT”). As countries continue to enact and refine the Pillar Two rules, including jurisdictional enactment of the Side-by-Side
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Safe Harbour through the course of 2026, we will evaluate the potential effects of Pillar Two on our effective tax rate. In 2026, we expect the Pillar Two provisions to result in additional tax expense of approximately $45.0 million prior to offsets under current law. As countries enact the Side-by-Side Safe Harbour, the Pillar Two UTPR tax expense will be reduced accordingly.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The OBBBA is not expected to have a material impact on 2026 and future periods.
We executed an Advanced Pricing Agreement in the fourth quarter of 2024 between Japan and Singapore covering tax years 2022 through 2026, with rollback provisions covering the distribution of TAVR products beginning in 2020 and Surgical products beginning in 2018.
At September 30, 2026, all material state, local, and foreign income tax matters have been concluded for years through 2022.
In the normal course of business, the Internal Revenue Service (“IRS”) and other taxing authorities are in different stages of examining various years of our tax filings. During these audits, we may receive proposed audit adjustments that could be material. Therefore, there is a possibility that an adverse outcome in these audits could have a material effect on our financial condition and results of operations. We strive to resolve open matters with each tax authority at the examination level and could reach an agreement with a tax authority at any time. While we have accrued for matters we believe are more likely than not to require settlement, the final outcome with a tax authority may result in a tax liability that is materially different from that reflected in the consolidated financial statements. Furthermore, we may later decide to challenge any assessments, if made, and may exercise our right to appeal. The uncertain tax positions are reviewed quarterly and adjusted as events occur that affect potential liabilities for additional taxes, such as lapsing of applicable statutes of limitations, proposed assessments by tax authorities, negotiations between tax authorities, identification of new issues, and issuance of new legislation, regulations, or case law. We believe that adequate amounts of tax and related penalties and interest have been provided for any adjustments that may result from our uncertain tax positions.
The audits of our United States federal income tax returns through 2014 have been closed. The IRS audit field work for the 2015 through 2017 tax years was completed during the second quarter of 2021, except for transfer pricing and related matters. The IRS is currently examining the 2018 through 2020 tax years.
During 2021, we received a Notice of Proposed Adjustment (“NOPA”) from the IRS for the 2015 through 2017 tax years relating to transfer pricing involving Surgical/TAVR intercompany royalty transactions between our United States and Switzerland subsidiaries. The NOPA proposed a substantial increase to our United States taxable income, which could result in additional tax expense for the 2015 through 2017 period of approximately $265.0 million and reflects a departure from a transfer pricing method we had previously agreed upon with the IRS. We disagreed with the NOPA and pursued an administrative appeal with the IRS Independent Office of Appeals (“Appeals”). The Appeals process culminated in the third quarter of 2023 when we and Appeals concluded that a satisfactory resolution of the matter at the administrative level was not possible.
During the fourth quarter of 2023, Appeals issued a notice of deficiency (“NOD”) increasing our 2015 through 2017 United States federal income tax in amounts resulting from the income adjustments previously reflected in the NOPA. The additional tax sought in excess of our filing position is $269.3 million before consideration of interest and a repatriation tax offset.
We plan to vigorously contest the additional tax claimed by the IRS through the judicial process. Final resolution of this matter is not likely within the next 12 months. We believe the amounts previously accrued related to this uncertain tax position are appropriate for a number of reasons, including the interpretation and application of relevant tax laws and accounting standards to our facts and, accordingly, have not accrued any additional amount based on the NOD and other proceedings to date. Nonetheless, the outcome of the judicial process cannot be predicted with certainty, and it is possible that the outcome of that process could have a material impact on our consolidated financial statements. As noted below, similar material tax disputes may arise for the 2018 through 2026 tax years. We made deposits with the IRS of $75.0 million in November 2022, and $305.1 million in March 2024, to prevent the further accrual of interest on that portion of any additional tax and interest we may ultimately be found to
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owe while we prepare to contest through the judicial process the IRS's entitlement to any of the additional tax claimed by the IRS. The IRS converted those deposits to advance payments, and, on December 20, 2024, we filed administrative claims for refunds of those payments with the IRS for the 2015 through 2017 tax years. We are now able to sue for refunds in the appropriate judicial forum.
Surgical/TAVR intercompany royalty transactions covering tax years 2018 through 2026 remain subject to IRS examination, and those transactions and related tax positions remain uncertain as of September 30, 2026. We have considered this information, as well as information regarding the NOD and other proceedings described above, in our evaluation of our uncertain tax positions. The impact of these unresolved transfer pricing matters, net of any correlative tax adjustments, could have a material impact on our consolidated financial statements. Based on the information currently available and numerous possible outcomes, we cannot reasonably estimate what, if any, changes in our existing uncertain tax positions may occur in the next 12 months and, therefore, have continued to record the uncertain tax positions as a long-term liability.
During the second quarter of 2026, we received two Notices of Proposed Adjustment (“NOPAs”) for the 2018 through 2020 tax years. The first NOPA relates to certain tax elections made in 2018 and proposes an increase to our U.S. taxable income in the amount of approximately $233.5 million for 2018. The second NOPA relates to the transfer pricing of certain intercompany license transactions related to our Surgical and TAVR product groups and proposes increases to our U.S. taxable income for 2018, 2019, and 2020 in the amounts of $625.3 million, $530.7 million, and $683.6 million, respectively. During the third quarter of 2026, we engaged with the IRS examination function (“Exam”) in a good-faith effort to reach a principled resolution related to the NOPAs but were unsuccessful. As a result, Exam issued a third NOPA imposing 40% transfer pricing penalties on the tax underpayments attributable to the increased taxable income resulting from the IRS’s proposed transfer pricing adjustments for 2018, 2019, and 2020 in the amounts of $52.5 million, $44.6 million, and $55.9 million, respectively. In early October 2026, Exam issued its Revenue Agent Report (“RAR”), which included increases in tax for 2018, 2019, and 2020 in the amounts of $167.0 million, $112.5 million, and $144.5 million, respectively, and a 30-day letter. We requested and received an extension until November 20, 2026, to submit our protest in response to the RAR.
We believe that the adjustments reflected in the RAR significantly overstate our potential tax liability because Exam did not take into account applicable correlative adjustments, related offsetting deductions, and the reconciliation of mutually exclusive adjustments. Because the proposed transfer pricing penalties are based on tax liabilities the Company believes are overstated, the proposed penalties are likewise overstated. We intend to pursue all available remedies with respect to any unagreed issues, including administrative appeals and, if necessary, litigation, a process that could extend over several years. We believe that the amounts previously accrued related to these uncertain tax positions are adequate and, accordingly, have not recorded any additional amounts. However, an adverse outcome could have a material adverse impact on our consolidated financial statements in the period of resolution.
During the first quarter of 2024, we received a notice of assessment from the Israel Tax Authority (the “ITA”) wherein the ITA claimed that we owe approximately $110.0 million of tax excluding interest and penalties in connection with a claimed 2017 transfer of intellectual property. On July 31, 2025, the ITA formally informed us that it agreed that intellectual property was not transferred in 2017 and withdrew its assessment but reserves the right to evaluate whether intellectual property was transferred in later years. We maintain that we did not transfer intellectual property outside of Israel and would vigorously defend that position through administrative proceedings including with appeals if the issue is raised in later years. If necessary, we expect to defend that position through judicial proceedings. During the fourth quarter of 2024, we received a notice of assessment from the ITA claiming that we owe additional tax of approximately $16.0 million excluding interest and penalties for the 2018 through 2022 tax years based entirely on the collateral impacts of the 2017 assessment. In the first quarter of 2026, we were notified that the ITA had withdrawn its assessment for the 2018 and 2019 taxable years. In the third quarter of 2026, we were notified that the ITA had withdrawn its assessment for the 2020 through 2022 taxable years.
Liquidity and Capital Resources
Our sources of cash liquidity include cash and cash equivalents, short-term investments, cash from operations, and amounts available under credit facilities. We believe that these sources are sufficient to fund the current and long-term requirements of working capital, capital expenditures, and other financial commitments. However, we
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periodically consider various financing alternatives and may, from time to time, seek to take advantage of favorable interest rate environments or other market conditions.
As of September 30, 2026, cash and cash equivalents, and short-term investments held in the United States and outside of the United States were $4.1 billion and $511.0 million, respectively.
We have a five-year Credit Agreement (the “Credit Agreement”) which provides for a $750.0 million multi-currency unsecured revolving credit facility and matures on July 15, 2027. We may increase the amount available under the Credit Agreement by up to an additional $250.0 million in the aggregate and extend the maturity date for an additional year, subject to the agreement of the lenders. As of September 30, 2026, no amounts were outstanding under the Credit Agreement.
In June 2018, we issued $600.0 million of 4.3% fixed-rate unsecured senior notes (the “2018 Notes”) due June 15, 2028. We may redeem the 2018 Notes, in whole or in part, at any time and from time to time at specified redemption prices. As of September 30, 2026, we have not elected to redeem any of the 2018 Notes. As of September 30, 2026, the carrying value of the 2018 Notes was $598.8 million.
From time to time, we repurchase shares of our common stock under share repurchase programs authorized by the Board of Directors. We consider several factors in determining when to execute share repurchases, including, among other things, expected dilution from stock plans, cash capacity, and the market price of our common stock. During the nine months ended September 30, 2026, under the Board-authorized repurchase program, we repurchased a total of 8.5 million shares at an aggregate cost of $696.6 million, including pursuant to a $500.0 million accelerated share repurchase agreement executed during the period (see Note 11 to the Condensed Consolidated Financial Statements). As of September 30, 2026, we had remaining authority to purchase approximately $1.3 billion of our common stock under the share repurchase program.
In February 2026, we completed the acquisition of Autus for total consideration of $128.9 million, which included cash consideration of $35.1 million and was funded using our existing cash. As of September 30, 2026, the potential future payments upon achievement of certain regulatory, performance, and sales milestones pursuant to our business acquisition agreements could aggregate up to a total of $332.5 million.
We have purchased options to acquire and have agreed to provide promissory notes to various entities. These arrangements could result in additional cash outlays in the future should we decide to exercise the options or should the entities draw on the promissory notes.
At September 30, 2026, there had been no material changes in our cash requirements from known contractual and other obligations, including commitments for capital expenditures, as disclosed in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended December 31, 2025.
Consolidated Cash Flows — For the nine months ended September 30, 2026 and 2025:
Net cash flows provided by operating activities of $1,266.0 million for the nine months ended September 30, 2026, increased $121.7 million over the same period last year primarily due to lower tax payments during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, which primarily
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included $160.0 million of local tax payments associated with the sale of Critical Care and higher tax payments related to the U.S. repatriation tax and federal and state estimated taxes, partially offset by higher working capital needs.
Net cash used in investing activities of $542.4 million for the nine months ended September 30, 2026, consisted primarily of net purchases of investments of $249.7 million, capital expenditures of $195.4 million, issuance of notes receivable of $55.2 million, and net payments of $33.7 million related to business combinations.
Net cash used in investing activities of $514.6 million for the nine months ended September 30, 2025, consisted primarily of net purchases of investments of $198.5 million, capital expenditures of $162.8 million, issuance of notes receivable of $93.4 million, a payment for a net working capital adjustment of $36.3 million related to the sale of Critical Care, and payment of acquisition options of $19.6 million.
Net cash used in financing activities of $552.3 million for the nine months ended September 30, 2026, consisted primarily of purchases of treasury stock of $714.0 million, partially offset by proceeds from stock plans of $159.2 million.
Net cash used in financing activities of $945.4 million for the nine months ended September 30, 2025, consisted primarily of purchases of treasury stock of $852.8 million and purchase of the remaining noncontrolling interest in a subsidiary of $233.7 million, partially offset by proceeds from stock plans of $141.8 million.
Critical Accounting Policies and Estimates
The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and sales and expenses during the periods reported. Actual results could differ from those estimates. Information with respect to our critical accounting policies and estimates which we believe could have the most significant effect on our reported results and require subjective or complex judgments by management is contained in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes from the information discussed therein.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk, Foreign Currency Risk, Credit Risk, and Concentrations of Risk
For a complete discussion of our exposure to interest rate risk, foreign currency risk, credit risk, and concentrations of risk, refer to Item 7A Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes from the information discussed therein.
Investment Risk
We are exposed to investment risks related to changes in the underlying financial condition and credit capacity of certain of our investments. As of September 30, 2026, we had $1,574.7 million of investments in debt securities, of which $40.8 million were long-term. In addition, we had $221.8 million of investments in equity instruments of public and private companies. Should these companies experience a decline in financial performance, financial condition or credit capacity, or fail to meet certain development milestones, a decline in the investments' value may occur, resulting in unrealized or realized losses. See Note 5 to the Condensed Consolidated Financial Statements for additional information.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. Our management, including the Chief Executive Officer and the Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of September 30, 2026. Based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded as of September 30, 2026, that our disclosure controls and procedures are
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designed at a reasonable assurance level and effective in providing reasonable assurance that the information we are required to disclose in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II. Other Information
Item 1. Legal Proceedings
Please see Part I, Item 1, Note 12 to the Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for a description of our legal proceedings, which is incorporated by reference herein.
Item 1A. Risk Factors
A description of the risk factors associated with our business is contained in the “Risk Factors” section of our Annual Report on Form 10-K for our fiscal year ended December 31, 2025. There have been no material changes to our Risk Factors as previously reported.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (a) | ||||||||||||||||||||||||||||
July 1, 2026 through July 31, 2026 | 411,292 | $ | 85.92 | 411,292 | $ | 1,419.7 | ||||||||||||||||||||||||||
August 1, 2026 through August 31, 2026 | 105,895 | 88.15 | 105,895 | 1,410.3 | ||||||||||||||||||||||||||||
September 1, 2026 through September 30, 2026 | 1,075,847 | 86.61 | 1,075,847 | 1,317.1 | ||||||||||||||||||||||||||||
| Total | 1,593,034 | 1,593,034 | ||||||||||||||||||||||||||||||
_______________________________________________________________________________
(a) In August 2024, the Board of Directors approved a stock repurchase program providing for up to $1.5 billion of repurchases of our common stock. In September 2025, the Board of Directors approved up to an additional $1.5 billion of repurchases under this program. Repurchases under the program may be made on the open market, including pursuant to a Rule 10b5-1 plan, and in privately negotiated transactions. The repurchase program does not have an expiration date.
Item 5. Other Information
Rule 10b5-1 Trading Plans
Other than as noted above, none of our directors or Section 16 officers adopted or terminated
Executive Severance Plan
On November 3, 2026, the Compensation and Governance Committee of the Company’s Board of Directors (the “Committee”) approved the Edwards Lifesciences Corporation Executive Severance Plan (the “Severance Plan”) and approved the participation in the Severance Plan of each Corporate Vice President or more senior officer of the Company (including all of the Company’s named executive officers currently employed with the Company). As to each eligible executive who was previously covered by a Change-in-Control Severance Agreement with the Company (each, a “CIC Agreement”), the executive’s participation in the Severance Plan was conditioned on the
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executive’s agreement to terminate the executive’s CIC Agreement, and all of the Company’s CIC Agreements with eligible executives will be so terminated as executives accept participation in the Severance Plan.
The Severance Plan provides for certain severance benefits if a participant’s employment with the Company and its subsidiaries is terminated by the participant’s employer other than for “Cause” (as defined in the Severance Plan) or by the participant for “Good Reason” (as defined in the Severance Plan).
If such a termination of a participant’s employment occurs, and the participant timely provides the Company with a general release of claims, the participant will receive the following benefits:
•a pro-rated target annual incentive for the year in which such termination of employment occurred;
•a lump sum severance benefit equal to the sum of (a) the participant’s annual base salary rate multiplied by the participant’s Severance Multiplier, plus (b) the participant’s target annual incentive amount under the bonus plan in which he or she participates multiplied by the participant’s Severance Multiplier; and
•payment or reimbursement of the participant’s premiums to continue healthcare coverage under COBRA for a number of months up to 12 months multiplied by the participant’s Severance Multiplier.
However, if such a termination of a participant’s employment occurs in the period of time (1) commencing on the earlier of six months before a Change in Control (as such term is defined in the Severance Plan) of the Company or the date a definitive agreement is entered into by the Company for a transaction that results in such a Change in Control (but not more than 18 months before such a Change in Control) and (2) ending 24 months after such a Change in Control, and provided the participant timely provides the Company with a general release of claims, the participant will receive the following benefits instead of the benefits described in the preceding paragraph:
•a pro-rated target annual incentive for the year in which such termination of employment occurred;
•a lump sum severance benefit equal to (a) the sum of the participant’s annual base salary rate (at the highest rate in effect with the Company in the preceding 12 months) plus the participant’s target annual incentive amount under the bonus plan in which he or she participates (or, if greater, the participant’s actual annual incentive amount for the preceding fiscal year under the bonus plan in which he or she participates), multiplied by (b) the participant’s Change in Control Severance Multiplier;
•payment or reimbursement of the participant’s premiums to continue healthcare coverage under COBRA for a number of months up to 12 months multiplied by the participant’s Change in Control Severance Multiplier;
•certain outplacement services not to exceed $50,000; and
•all long-term incentive awards granted by the Company to the participant that are outstanding and unvested immediately prior to such termination of the participant’s employment shall become fully-vested, provided that any long-term incentive award which includes performance-based (in addition to time-based) vesting requirements may include specific provisions regarding a termination of employment in connection with a Change in Control or similar event and, in such event, such specific provisions applicable to the award will control.
As to the Company’s Chief Executive Officer, Chief Financial Officer, and its other named executive officers who are still employed with the Company, the applicable severance multipliers are as follows: for Bernard J. Zovighian, the Company’s Chief Executive Officer, his Severance Multiplier is 2.0 and his Change in Control Severance Multiplier is 3.0; for Doretta Mistras, the Company’s Corporate Vice President, Chief Financial Officer, and for each of the Company’s other named executive officers participating in the Severance Plan (other than Mr. Bobo), their Severance Multiplier is 1.0 and their Change in Control Severance Multiplier is 2.0; for Donald E. Bobo, Jr., the Company’s Corporate Vice President, Strategy & Corporate Development, his Severance Multiplier is 1.37 (set higher than the Severance Multiplier for other named executive officers generally because of the level of severance benefits that would apply to him under the Company’s general severance policy based on his years of service to the Company, and provided that his Severance Multiplier for purposes of calculating the target annual
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incentive component of his lump sum severance benefit is 1.0) and his Change in Control Severance Multiplier is 2.0.
The Severance Plan does not include a tax “gross-up” provision. Instead, if any payment or benefit received by a participant in the Severance Plan in connection with a change in control of the Company would have been subject to excise taxes under Section 280G of the Internal Revenue Code, such payments and benefits will either be reduced (but not below zero) as necessary to avoid the participant incurring any such excise tax or be paid in full (with the participant paying any excise tax due), whichever places the participant in the best after-tax position (taking into account federal, state and local income taxes and the excise tax).
The Severance Plan has an initial three-year term set to expire on November 3, 2029; provided (1) on November 3, 2028 and each anniversary of that date, the term of the Severance Plan will be extended for an additional year unless the Company has provided notice to the Plan participants that the term will not be extended (or further extended, as the case may be), and (2) if a Change in Control occurs during the term of the Severance Plan then in effect, the term of the plan will not terminate earlier than the second anniversary of such Change in Control. The Committee may amend the Severance Plan at any time, but no amendment may materially and adversely affect the rights of a participant without the participant’s consent.
Item 6. Exhibits
The exhibits listed in the Exhibit Index below are filed, furnished, or incorporated by reference as part of this report on Form 10-Q.
| Exhibit No. | Description | ||||||||||
| 3.1 | |||||||||||
| 3.2 | |||||||||||
| 3.3 | |||||||||||
| 3.4 | |||||||||||
31.1# | |||||||||||
31.2# | |||||||||||
| 32§ | |||||||||||
| 101.INS | XBRL Inline Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | ||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||||||||
______________________________________________________________________________
* Represents management contract or compensatory plan
# Filed herewith.
§ Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| EDWARDS LIFESCIENCES CORPORATION | |||||||||||
| (Registrant) | |||||||||||
| Date: | November 4, 2026 | By: | /s/ THEODORA MISTRAS | ||||||||
Theodora Mistras Corporate Vice President, Chief Financial Officer (Principal Financial Officer; Duly Authorized Officer) | |||||||||||
| Date: | November 4, 2026 | By: | /s/ ANDREW M. DAHL | ||||||||
Andrew M. Dahl Senior Vice President, Corporate Controller (Principal Accounting Officer) | |||||||||||
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Exhibit 31.1
EDWARDS LIFESCIENCES CORPORATION
CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Bernard J. Zovighian, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Edwards Lifesciences Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | November 4, 2026 | By: | /s/ BERNARD J. ZOVIGHIAN | ||||||||
Bernard J. Zovighian Chief Executive Officer | |||||||||||
Exhibit 31.2
EDWARDS LIFESCIENCES CORPORATION
CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Theodora Mistras, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Edwards Lifesciences Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | November 4, 2026 | By: | /s/ THEODORA MISTRAS | ||||||||
Theodora Mistras Corporate Vice President, Chief Financial Officer | |||||||||||
Exhibit 32
EDWARDS LIFESCIENCES CORPORATION
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Edwards Lifesciences Corporation (the "Company") on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Bernard J. Zovighian, Chief Executive Officer of the Company, and Scott B. Ullem, Corporate Vice President, Chief Financial Officer, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| November 4, 2026 | /s/ BERNARD J. ZOVIGHIAN | ||||
Bernard J. Zovighian Chief Executive Officer | |||||
| November 4, 2026 | /s/ THEODORA MISTRAS | ||||
Theodora Mistras Corporate Vice President, Chief Financial Officer | |||||