10-Q

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TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2012
or
o	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

EDWARDS LIFESCIENCES CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	36-4316614
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Edwards Way, Irvine, California	92614
(Address of principal executive offices)	(Zip Code)
(949) 250-2500 (Registrant's telephone number, including area code)

        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 ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ý    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a smaller
reporting company) Smaller Reporting Company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        The number of shares outstanding of the registrant's common stock, $1.00 par value, as of July 31, 2012 was 115,713,782.

EDWARDS LIFESCIENCES CORPORATION

FORM 10-Q
For the quarterly period ended June 30, 2012

TABLE OF CONTENTS

		Page Number
Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Consolidated Condensed Balance Sheets	1
	Consolidated Condensed Statements of Operations	2
	Consolidated Condensed Statements of Comprehensive Income	3
	Consolidated Condensed Statements of Cash Flows	4
	Notes to Consolidated Condensed Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	29
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 6.	Exhibits	31
Signature		33
Exhibits		34

Part I. Financial Information

Item 1.    Financial Statements

EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(in millions, except par value; unaudited)

	June 30, 2012			December 31, 2011
ASSETS
Current assets
Cash and cash equivalents	$	304.3		$	171.2
Short-term investments		201.7			279.3
Accounts and other receivables, net of allowances of $5.1 and $14.8, respectively		336.4			320.7
Inventories, net (Note 3)		265.4			261.3
Deferred income taxes		36.0			43.9
Prepaid expenses		39.5			35.0
Other current assets		95.5			57.1
Total current assets		1,278.8			1,168.5
Long-term accounts receivable, net of allowances of $5.8 and $4.2, respectively		10.9			24.6
Property, plant and equipment, net		315.8			304.3
Goodwill		349.8			349.8
Other intangible assets, net (Note 4)		61.7			66.9
Investments in unconsolidated affiliates (Note 5)		22.1			21.8
Deferred income taxes		10.2			20.0
Other assets		25.8			24.6
	$	2,075.1		$	1,980.5
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	284.3		$	335.2
Long-term debt		185.1			150.4
Other long-term liabilities		171.1			157.0
Commitments and contingencies (Note 11)
Stockholders' equity
Preferred stock, $.01 par value, authorized 50.0 shares, no shares outstanding		—			—
Common stock, $1.00 par value, 350.0 shares authorized, 123.0 and 120.0 shares issued, and 115.3 and 114.1 shares outstanding, respectively		123.0			120.0
Additional paid-in capital		418.0			300.5
Retained earnings		1,493.6			1,360.7
Accumulated other comprehensive loss		(51.0	)		(37.5	)
Treasury stock, at cost, 7.7 and 5.9 shares, respectively		(549.0	)		(405.8	)
Total stockholders' equity		1,434.6			1,337.9
	$	2,075.1		$	1,980.5

The accompanying notes are an integral part of these
consolidated condensed financial statements.

1

EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(in millions, except per share information; unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net sales	$	482.0		$	431.2		$	941.2		$	835.7
Cost of goods sold		129.8			127.8			257.1			244.6
Gross profit		352.2			303.4			684.1			591.1
Selling, general and administrative expenses		182.4			163.2			359.6			313.5
Research and development expenses		74.0			64.9			142.6			123.9
Special charges (Note 2)		7.0			4.0			7.0			4.0
Interest income, net		(0.1	)		(0.3	)		(0.1	)		(0.3	)
Other income, net		(1.0	)		(1.2	)		(0.5	)		(7.4	)
Income before provision for income taxes		89.9			72.8			175.5			157.4
Provision for income taxes		22.1			14.7			42.6			35.4
Net income	$	67.8		$	58.1		$	132.9		$	122.0
Share information (Note 13)
Earnings per share:
Basic	$	0.59		$	0.51		$	1.16		$	1.06
Diluted	$	0.57		$	0.48		$	1.12		$	1.01
Weighted-average number of common shares outstanding:
Basic		114.9			114.8			114.5			114.9
Diluted		118.4			120.0			118.2			120.2

The accompanying notes are an integral part of these
consolidated condensed financial statements.

2

EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(in millions; unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net income	$	67.8		$	58.1		$	132.9		$	122.0
Other comprehensive (loss) income, net of tax (Note 12)
Foreign currency translation adjustments		(31.3	)		10.8			(24.1	)		43.1
Unrealized gain (loss) on cash flow hedges		5.5			(3.1	)		10.2			(10.2	)
Unrealized (loss) gain on available-for-sale investments for the period		(0.6	)		(1.7	)		0.1			(0.3	)
Reclassification of net realized investment loss to earnings		—			—			0.3			—
Unrealized (loss) gain on available-for-sale investments		(0.6	)		(1.7	)		0.4			(0.3	)
Other comprehensive (loss) income		(26.4	)		6.0			(13.5	)		32.6
Comprehensive income	$	41.4		$	64.1		$	119.4		$	154.6

3

EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(in millions; unaudited)

	Six Months Ended June 30,
	2012			2011
				(as restated) (Note 16)
Cash flows from operating activities
Net income	$	132.9		$	122.0
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		27.8			29.3
Stock-based compensation (Note 9)		20.4			15.5
Excess tax benefit from stock plans		(43.0	)		(11.2	)
Deferred income taxes		1.3			1.8
Special charges (Note 2)		7.0			4.0
Other		(1.1	)		(2.2	)
Changes in operating assets and liabilities:
Accounts and other receivables, net		(22.2	)		(48.3	)
Inventories, net		(11.4	)		(14.8	)
Accounts payable and accrued liabilities		(15.5	)		13.9
Prepaid expenses and other current assets		12.8			(6.5	)
Other		7.1			(4.1	)
Net cash provided by operating activities		116.1			99.4
Cash flows from investing activities
Capital expenditures		(39.2	)		(31.1	)
Purchases of short-term investments		(246.6	)		(304.3	)
Proceeds from short-term investments		315.8			14.6
Investments in intangible assets		(7.0	)		(2.3	)
Proceeds from unconsolidated affiliates, net		1.8			4.9
Acquisition		—			(42.6	)
Proceeds from sale of assets		—			3.9
Investments in trading securities, net		—			3.3
Other		0.9			0.1
Net cash provided by (used in) investing activities		25.7			(353.5	)
Cash flows from financing activities
Proceeds from issuance of debt		205.1			200.5
Payments on debt		(169.0	)		(71.3	)
Purchases of treasury stock		(143.2	)		(159.0	)
Equity forward contract related to accelerated share repurchase agreement (Note 10)		(10.0	)		—
Proceeds from stock plans		64.4			33.4
Excess tax benefit from stock plans		43.0			11.2
Other		1.5			0.8
Net cash (used in) provided by financing activities		(8.2	)		15.6
Effect of currency exchange rate changes on cash and cash equivalents		(0.5	)		18.0
Net increase (decrease) in cash and cash equivalents		133.1			(220.5	)
Cash and cash equivalents at beginning of period		171.2			396.1
Cash and cash equivalents at end of period	$	304.3		$	175.6

The accompanying notes are an integral part of these
consolidated condensed financial statements.

4

1.     BASIS OF PRESENTATION

        The accompanying interim consolidated condensed financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the consolidated financial statements and notes included in Edwards Lifesciences Corporation's Annual Report on Form 10-K for the year ended December 31, 2011. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles ("GAAP") have been condensed or omitted.

        In the opinion of management of Edwards Lifesciences Corporation ("Edwards Lifesciences" or the "Company"), the interim consolidated condensed financial statements reflect all adjustments considered necessary for a fair statement of the interim periods. All such adjustments 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.

Recently Adopted Accounting Standards

        In May 2011, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting guidance on fair value measurements to ensure that United States GAAP and International Financial Reporting Standards have common requirements for fair value measurement and disclosures, including a consistent definition of fair value. The guidance was effective for interim and annual periods beginning on or after December 15, 2011. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

        In June 2011, the FASB issued an amendment to the accounting guidance on the presentation of comprehensive income. The guidance eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity, and instead requires that all nonowner changes in stockholders' equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance was effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company elected to present two separate but consecutive statements.

        In September 2011, the FASB issued an amendment to the accounting guidance on goodwill to permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The guidance was effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company will consider the use of the qualitative factors in its annual goodwill impairment test this year.

New Accounting Standards Not Yet Adopted

        In July 2012, the FASB issued an amendment to the accounting guidance on intangible assets to permit an entity to first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived asset is impaired as a basis for determining whether it is necessary to calculate the fair value of the indefinite-lived asset and perform the quantitative impairment test by comparing the fair value with the carrying amount. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company will consider the use of the qualitative factors when performing its first impairment test under this guidance.

5

2.     SPECIAL CHARGES

Licensing of Intellectual Property

        In April 2012, the Company obtained an exclusive license to a suturing device for minimally invasive surgery applications. The intellectual property is under development and there is uncertainty as to whether the product will ultimately be approved. The Company recorded a charge of $2.0 million related to the upfront licensing and royalty fees.

        In June 2012, the Company obtained a co-exclusive sublicense to intellectual property related to processing tissue and implanting cardiovascular valves. The intellectual property is under development and there is uncertainty as to whether the product will ultimately be approved. The Company recorded a charge of $5.0 million related to the upfront licensing fee.

European Receivables

        In June 2011, the Company recorded a $4.0 million charge to reflect the increased risk associated with its European receivables.

3.     INVENTORIES, NET

        Inventories, net of reserves, consisted of the following (in millions):

	June 30, 2012		December 31, 2011
Raw materials	$	51.2	$	51.7
Work in process		68.4		66.6
Finished products		145.8		143.0
	$	265.4	$	261.3

        The Company recorded an $8.1 million charge to gross profit due to the voluntary recalls of certain of the Company's heart valves and Critical Care catheters during the quarter. The majority of the affected products were still part of inventory at the time of the recalls.

4.     OTHER INTANGIBLE ASSETS

        Other intangible assets consisted of the following (in millions):

	June 30, 2012							December 31, 2011
	Cost		Accumulated Amortization			Net Carrying Value		Cost		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets
Patents	$	207.7	$	(163.4	)	$	44.3	$	205.9	$	(158.4	)	$	47.5
Unpatented technology		38.6		(31.9	)		6.7		39.3		(31.3	)		8.0
Other		11.8		(7.4	)		4.4		12.0		(6.9	)		5.1
		258.1		(202.7	)		55.4		257.2		(196.6	)		60.6
Unamortizable intangible assets
In-process research and development		6.3		—			6.3		6.3		—			6.3
	$	264.4	$	(202.7	)	$	61.7	$	263.5	$	(196.6	)	$	66.9

6

        The net carrying value of patents includes $16.5 million of capitalized legal costs related to the defense and enforcement of issued patents and trademarks for which success is deemed probable as of June 30, 2012.

        Amortization expense related to other intangible assets was $3.3 million and $4.2 million for the three months ended June 30, 2012 and 2011, respectively, and $6.6 million and $8.4 million for the six months ended June 30, 2012 and 2011, respectively. Estimated amortization expense for each of the years ending December 31 is as follows (in millions):

2012	$	13.3
2013		13.3
2014		11.6
2015		10.5
2016		10.1

        The Company expenses costs incurred to renew or extend the term of acquired intangible assets.

5.     INVESTMENTS IN UNCONSOLIDATED AFFILIATES

        The Company has a number of equity investments in privately and publicly held companies. Investments in these unconsolidated affiliates are as follows:

	June 30, 2012		December 31, 2011
	(in millions)
Available-for-sale investments
Cost	$	0.4	$	2.0
Unrealized gains		1.9		1.3
Fair value of available-for-sale investments		2.3		3.3
Equity method investments
Cost		13.2		12.6
Equity in losses		—		(0.7	)
Carrying value of equity method investments		13.2		11.9
Cost method investments
Carrying value of cost method investments		6.6		6.6
Total investments in unconsolidated affiliates	$	22.1	$	21.8

        For the six months ended June 30, 2012, proceeds from sales of available-for-sale investments were $2.1 million, and the Company realized pre-tax gains from these sales of $0.4 million. There were no sales of available-for-sale investments during the six months ended June 30, 2011.

6.     FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

        The consolidated condensed 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, bank time deposits, accounts and other receivables, investments in unconsolidated affiliates, 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.

7

        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.

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):

June 30, 2012	Level 1		Level 2		Level 3		Total
Assets
Investments held for executive deferred compensation plan	$	12.1	$	—	$	—	$	12.1
Investments in unconsolidated affiliates		2.3		—		—		2.3
Derivatives		—		19.4		—		19.4
	$	14.4	$	19.4	$	—	$	33.8
Liabilities
Executive deferred compensation plan	$	12.2	$	—	$	—	$	12.2
December 31, 2011
Assets
Investments held for executive deferred compensation plan	$	11.5	$	—	$	—	$	11.5
Investments in unconsolidated affiliates		3.3		—		—		3.3
Derivatives		—		12.7		—		12.7
	$	14.8	$	12.7	$	—	$	27.5
Liabilities
Executive deferred compensation plan	$	9.9	$	—	$	—	$	9.9

Executive Deferred Compensation Plan

        The Company holds investments in trading securities related to its executive deferred compensation plan ("EDCP"). The amounts deferred under the EDCP are invested in a variety of stock and bond mutual funds. The fair values of these investments and the corresponding liabilities are based on quoted market prices and are categorized as Level 1.

Investments in Unconsolidated Affiliates

        Investments in unconsolidated affiliates are long-term equity investments in companies that are in various stages of development. Certain of the Company's investments in unconsolidated affiliates are designated as available-for-sale. These investments are carried at fair market value based on quoted market prices and are categorized as Level 1.

8

Derivative Instruments

        The Company uses derivative financial instruments in the form of foreign currency forward exchange contracts to manage foreign currency exposures. All derivatives contracts are recognized on the balance sheet at their fair value. The fair value for derivatives is determined based on quoted foreign currency exchange rates discounted to present as appropriate. The valuation procedures are based upon well recognized financial principles. Although readily observable data is used in the valuations, different valuation methods could have an effect on the estimated fair value. The derivative instruments are categorized as Level 2.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

        The Company has assets that are subject to measurement at fair value on a non-recurring basis, including assets acquired in a business combination, such as goodwill and intangible assets, and other long-lived assets. The Company reviews the carrying value of intangible and other long-lived assets whenever events and circumstances indicate that the carrying amounts of the assets may not be recoverable. If it is determined that the assets are impaired, the carrying value would be reduced to estimated fair market value. During the six months ended June 30, 2012, the Company had no impairments related to assets subject to measurement at fair value on a non-recurring basis. In March 2011, the Company acquired Embrella Cardiovascular, Inc. This transaction resulted in an increase to "Goodwill" and "Other Intangible Assets, net" of $34.6 million and $12.1 million, respectively.

7.     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.

	June 30, 2012				December 31, 2011
	Notional Amount		Fair Value Asset (Liability)		Notional Amount		Fair Value Asset (Liability)
	(in millions)
Foreign currency forward exchange contracts	$	778.7	$	19.4	$	759.5	$	12.7

        The Company uses foreign currency forward exchange contracts to offset the changes due to currency rate movements in the amount of future cash flows associated with intercompany transactions and certain third-party expenses expected to occur within the next thirteen months. These foreign currency forward exchange contracts are designated as cash flow hedges. Certain of the Company's locations have assets and liabilities denominated in currencies other than their functional currencies resulting from intercompany and third-party transactions. The Company uses foreign currency forward exchange contracts that are not designated as hedging instruments to offset the transaction gains and losses associated with certain of these assets and liabilities. All foreign currency forward exchange contracts are denominated in currencies of major industrial countries, principally the Euro and the Japanese yen. It is the Company's policy not to enter into derivative financial instruments for speculative purposes.

        All derivative financial instruments are recognized at fair value in the consolidated condensed balance sheets. The Company reports in "Other Comprehensive (Loss) Income" ("OCI") the effective portion of 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 period in which the underlying hedged transactions affect earnings. Any hedge ineffectiveness (which represents the amount by which the changes in the fair value of the derivative exceed the variability in the cash flows of the forecasted transaction) is recorded in current period earnings. For the six months ended

9

June 30, 2012 and 2011, the Company did not record any gains or losses due to hedge ineffectiveness. The gains and losses on derivative financial instruments for which the Company does not elect hedge accounting treatment are recognized in the consolidated condensed statements of operations in each period, based upon the change in the fair value of the derivative financial instrument. Cash flows from derivative financial instruments are reported as operating activities in the consolidated condensed statements of cash flows.

        Derivative financial instruments involve credit risk in the event the counterparty should default. It is the Company's policy to execute such instruments with global financial institutions that the Company believes to be creditworthy. 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. Under the master-netting agreements, the Company's counterparty settlement risk is the net amount of any receipts or payments due between the Company and the counterparty financial institution.

        The following table presents the location and fair value amounts of derivative instruments reported in the consolidated condensed balance sheets (in millions):

		Fair Value
Derivatives designated as hedging instruments	Balance Sheet Location	June 30, 2012		December 31, 2011
Assets
Foreign currency contracts	Prepaid expenses	$	19.4	$	12.7

        The following tables present the effect of derivative instruments on the consolidated condensed statements of operations and consolidated condensed statements of comprehensive income (in millions):

	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)						Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income
	Three Months Ended June 30,						Three Months Ended June 30,
						Location of Gain or (Loss) Reclassified from Accumulated OCI into Income
Derivatives in cash flow hedging relationships	2012		2011				2012		2011
Foreign currency contracts	$	9.8	$	(11.7	)	Cost of goods sold	$	1.0	$	(6.7	)

	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)						Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income
	Six Months Ended June 30,						Six Months Ended June 30,
						Location of Gain or (Loss) Reclassified from Accumulated OCI into Income
Derivatives in cash flow hedging relationships	2012		2011				2012			2011
Foreign currency contracts	$	13.4	$	(26.8	)	Cost of goods sold	$	(2.7	)	$	(9.9	)

		Amount of Gain or (Loss) Recognized in Income on Derivative
		Three Months Ended June 30,
	Location of Gain or (Loss) Recognized in Income on Derivative
Derivatives not designated as hedging instruments		2012			2011
Foreign currency contracts	Other income, net	$	(4.2	)	$	(0.7	)

10

		Amount of Gain or (Loss) Recognized in Income on Derivative
		Six Months Ended June 30,
	Location of Gain or (Loss) Recognized in Income on Derivative
Derivatives not designated as hedging instruments		2012		2011
Foreign currency contracts	Other income, net	$	0.5	$	(4.3	)

        The Company expects that during the next twelve months it will reclassify to earnings a $4.1 million gain currently recorded in "Accumulated Other Comprehensive Loss."

8.     DEFINED BENEFIT PLANS

        The components of net periodic benefit costs for the three and six months ended June 30, 2012 and 2011 were as follows (in millions):

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Service cost	$	1.8		$	1.6		$	3.6		$	3.1
Interest cost		0.6			0.5			1.2			1.0
Expected return on plan assets		(0.3	)		(0.4	)		(0.7	)		(0.7	)
Amortization of actuarial loss, prior service credit and other		0.1			0.1			0.3			0.2
Net periodic pension benefit cost	$	2.2		$	1.8		$	4.4		$	3.6

9.     STOCK-BASED COMPENSATION

        Stock-based compensation expense related to awards issued under the Company's incentive compensation plans for the three and six months ended June 30, 2012 and 2011 was as follows (in millions):

	Three Months Ended June 30				Six Months Ended June 30,
	2012		2011		2012		2011
Cost of goods sold	$	1.2	$	0.9	$	2.3	$	1.7
Selling, general and administrative expenses		8.3		5.6		15.1		11.2
Research and development expenses		1.7		1.3		3.0		2.6
Total stock-based compensation expense	$	11.2	$	7.8	$	20.4	$	15.5

        At June 30, 2012, the total remaining compensation cost related to nonvested stock options, restricted stock units ("RSUs"), market-based restricted stock units ("MRSUs") and employee stock purchase plan ("ESPP") subscription awards amounted to $80.7 million, which will be amortized on a straight-line basis over the weighted-average remaining requisite service period of 33 months.

        During the six months ended June 30, 2012, the Company granted 1.0 million stock options at a weighted-average exercise price of $85.14 and 0.2 million shares of RSUs at a weighted-average grant-date fair value of $83.57. The Company also granted 47,275 shares of MRSUs at a weighted-average grant-date fair value of $109.78. The MRSUs vest based on a combination of certain service and market conditions. The actual number of shares issued will be determined based on the Company's total shareholder return relative to a selected industry peer group over a three-year performance period, and may range from 0 percent to 175 percent of the targeted number of shares granted.

11

Fair Value Disclosures

        The fair value of the MRSUs 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 MRSUs included a 0.3 percent risk-free interest rate and a 30.4 percent expected volatility rate.

        The Black-Scholes option pricing model was used with the following weighted-average assumptions for options granted during the following periods:

Option Awards

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Risk-free interest rate		0.7	%		1.6	%		0.7	%		1.7	%
Expected dividend yield		None			None			None			None
Expected volatility		31.4	%		27.6	%		31.3	%		27.4	%
Expected term (years)		4.6			4.4			4.6			4.5
Fair value, per share	$	23.60		$	22.80		$	23.44		$	22.87

        The Black-Scholes option pricing model was used with the following weighted-average assumptions for ESPP subscriptions granted during the following periods:

ESPP

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Risk-free interest rate		0.2	%		0.3	%		0.1	%		0.2	%
Expected dividend yield		None			None			None			None
Expected volatility		35.7	%		29.8	%		31.4	%		25.3	%
Expected term (years)		0.7			0.7			0.6			0.7
Fair value, per share	$	19.30		$	21.30		$	17.63		$	18.91

10.   ACCELERATED SHARE REPURCHASE

        In February 2012, the Company entered into an accelerated share repurchase ("ASR") agreement with an investment bank to repurchase $54.0 million of the Company's common stock. The February ASR agreement provides for the repurchase of the Company's common stock based on the volume-weighted average price ("VWAP") of the Company's common stock during the term of the agreement, less a discount, and is subject to collar provisions that establish minimum and maximum number of shares to be repurchased. In March 2012, the Company paid the $54.0 million purchase price and received an initial delivery of 0.6 million shares, representing the minimum number of shares to be repurchased under the agreement. The initial shares were valued at $72.40 per share based on the VWAP of the Company's common stock on March 1, 2012, which was the date the major terms of the ASR agreement were finalized, and represented approximately 80 percent of the shares expected to be repurchased. In May 2012, upon conclusion of the February ASR agreement, the Company received an additional 0.1 million shares for a total of 0.7 million shares at an average price per share of $75.12 based on the VWAP of the Company's common stock during the term of the agreement.

12

        In May 2012, the Company entered into another ASR agreement with the same investment bank to repurchase $50.0 million of the Company's common stock. The May ASR agreement provides for the repurchase of the Company's common stock based on the VWAP of the Company's common stock during the term of the agreement, less a discount, and is subject to collar provisions that establish minimum and maximum number of shares to be repurchased. In June 2012, the Company paid the $50.0 million purchase price and received an initial delivery of 0.5 million shares, representing the minimum number of shares to be repurchased under the agreement. The initial shares were valued at $84.81 per share based on the VWAP of the Company's common stock on June 1, 2012, which was the date the major terms of the May ASR agreement were finalized, and represented approximately 80 percent of the shares expected to be repurchased. At the conclusion of the May ASR agreement, the Company may receive additional shares, resulting in up to a maximum of 0.8 million shares. If the agreement had been settled on June 30, 2012, the investment bank would have been required to deliver 0.1 million additional shares to the Company based on an average VWAP, less the discount, of $93.43 per share for the period June 1 to June 30, 2012. The May ASR agreement has a termination date of August 31, 2012, although the termination date may be accelerated at the investment bank's option.

        The ASR agreements were accounted for as two separate transactions: (a) 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 (b) the remaining amount of the purchase price paid was recorded as a forward contract indexed to the Company's own common stock and was recorded in "Additional Paid-in Capital" on the consolidated condensed balance sheet. 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 contract indexed to the Company's common stock met all the applicable criteria for equity classification and, therefore, was not accounted for as a derivative instrument.

11.   COMMITMENTS AND CONTINGENCIES

        In February 2008, Edwards Lifesciences filed a lawsuit against CoreValve, Inc. in the U.S. District Court for the District of Delaware alleging that its ReValving System infringes three of Edwards' U.S. Andersen patents, later narrowed to one patent ("the '552 patent"). Medtronic, Inc. ("Medtronic") acquired CoreValve, Inc. ("Medtronic CoreValve") in April 2009. In April 2010, a federal jury found the '552 patent to be valid and found that Medtronic CoreValve willfully infringes it. The jury also awarded Edwards $73.9 million in damages. In February 2011, the District Court reaffirmed the jury decision and ruled that Edwards is entitled to recover additional damages due to Medtronic CoreValve's continued infringing sales from the trial through the life of the patent, plus interest. In the same ruling, the court denied Edwards' motions for a permanent injunction, as well as its motion for increased damages relating to Medtronic CoreValve's willful infringement. Both Edwards and Medtronic CoreValve have appealed. The U.S. Court of Appeals for the Federal Circuit heard the appeals in January 2012 and the parties are awaiting its decision. A second lawsuit is pending in the same trial court against Medtronic CoreValve and Medtronic alleging infringement of three of Edwards' U.S. Andersen patents. In September 2010, the United States Patent and Trademark Office ("USPTO") granted Medtronic's third request to reexamine the validity of the claim of the '552 patent and in July 2011 confirmed the validity of that patent. Medtronic has since filed another request for reexamination of the '552 patent and that request has been partially granted by the USPTO.

        In June 2011, Medtronic filed a lawsuit in the U.S. District Court for the District of Minnesota alleging that certain surgical valve holders and a surgical embolic filter device infringe its patents. Edwards counterclaimed against Medtronic, alleging that the Medtronic Contour 3D annuloplasty ring infringes an Edwards ring patent. Edwards subsequently added two more patents to its counterclaim. In February and March 2012, the USPTO granted Edwards' request to reexamine the validity of three of the four Medtronic patents involved in this lawsuit.

13

        In June 2011, Medtronic CoreValve also filed another lawsuit in the U.S. District Court for the Central District of California alleging that the Edwards SAPIEN transcatheter heart valve infringes a Medtronic CoreValve patent. Edwards counterclaimed against Medtronic CoreValve and Medtronic, alleging that the Medtronic CoreValve heart valve infringes Edwards' U.S. Letac-Cribier transcatheter heart valve patent. Edwards' counterclaim was subsequently transferred to the U.S. District Court for the District of Delaware, where proceedings continue. In April 2012, the USPTO granted Edwards' request to reexamine the validity of the Medtronic CoreValve patent.

        In March 2012, Medtronic filed another lawsuit in the U.S. District Court for the Central District of California alleging that the methods of implanting the Edwards SAPIEN transcatheter heart valve in the United States infringes two Medtronic patents relating to methods of pacing the heart. The Company plans to vigorously defend against this claim.

        In March and September 2010, the Company received grand jury subpoenas for documents from the United States Attorney's Office in the Central District of California in connection with an investigation by the Food and Drug Administration. The subpoenas to the Company seek records relating to the Vigilance I Monitor model with software release 5.3 that was the subject of a voluntary field recall by the Company in June 2006. The Company is cooperating fully with the investigation.

        In addition, Edwards Lifesciences is or may be a party to, or may otherwise be responsible for, pending or threatened lawsuits related primarily to products and services currently or formerly manufactured or performed, as applicable, by Edwards Lifesciences. Such cases and claims 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. Upon resolution of any such legal matter or other claim, Edwards Lifesciences may incur charges in excess of established reserves. The Company is not able to estimate the amount or range of any loss for legal contingencies for which there is no reserve or additional loss for matters already reserved. While any such charge could have a material adverse impact on Edwards Lifesciences' net income or cash flows in the period in which it is recorded or paid, management does not believe that any such charge relating to any currently pending lawsuit would have a material adverse effect on Edwards Lifesciences' financial position, results of operations or liquidity.

        Edwards Lifesciences is subject to various environmental laws and regulations both within and outside of the United States. The operations of Edwards Lifesciences, 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 Edwards Lifesciences' financial position, results of operations or liquidity.

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12.   OTHER COMPREHENSIVE (LOSS) INCOME

        The tax effect on the components of other comprehensive (loss) income is as follows (in millions):

	Foreign Currency Translation Adjustments			Unrealized Gain (Loss) on Cash Flow Hedges			Unrealized (Loss) Gain on Investments in Unconsolidated Affiliates			Total Other Comprehensive (Loss) Income
Three Months Ended June 30, 2012
Pre-tax period change	$	(31.3	)	$	8.8		$	(0.8	)	$	(23.3	)
Deferred income tax (expense) benefit		—			(3.3	)		0.2			(3.1	)
Net of tax amount	$	(31.3	)	$	5.5		$	(0.6	)	$	(26.4	)
Six Months Ended June 30, 2012
Pre-tax period change	$	(24.1	)	$	16.1		$	0.7		$	(7.3	)
Deferred income tax expense		—			(5.9	)		(0.3	)		(6.2	)
Net of tax amount	$	(24.1	)	$	10.2		$	0.4		$	(13.5	)
Three Months Ended June 30, 2011
Pre-tax period change	$	10.8		$	(5.0	)	$	(2.9	)	$	2.9
Deferred income tax benefit		—			1.9			1.2			3.1
Net of tax amount	$	10.8		$	(3.1	)	$	(1.7	)	$	6.0
Six Months Ended June 30, 2011
Pre-tax period change	$	43.1		$	(16.9	)	$	(0.5	)	$	25.7
Deferred income tax benefit		—			6.7			0.2			6.9
Net of tax amount	$	43.1		$	(10.2	)	$	(0.3	)	$	32.6

13.   EARNINGS PER SHARE

        Basic earnings per share is computed by dividing net income by the weighted-average common shares outstanding during a period. Employee equity share options, nonvested shares and similar equity instruments granted by the Company are treated as potential common shares in computing diluted earnings per share. Diluted shares outstanding include the dilutive effect of RSUs, MRSUs, and in-the-money options. The dilutive impact of the RSUs, MRSUs, and in-the-money options is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount that the employee must pay for exercising stock options, the amount of compensation expense for future service that the Company has not yet recognized, and the amount of tax benefits that would be recorded in "Additional Paid-in Capital" when the award becomes deductible are assumed to be used to repurchase shares. Potential common share equivalents have been excluded where their inclusion would be anti-dilutive.

15

        The table below presents the computation of basic and diluted earnings per share (in millions, except for per share information):

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Basic:
Net income	$	67.8	$	58.1	$	132.9	$	122.0
Weighted-average shares outstanding		114.9		114.8		114.5		114.9
Basic earnings per share	$	0.59	$	0.51	$	1.16	$	1.06
Diluted:
Net income	$	67.8	$	58.1	$	132.9	$	122.0
Weighted-average shares outstanding		114.9		114.8		114.5		114.9
Dilutive effect of stock plans		3.5		5.2		3.7		5.3
Dilutive weighted-average shares outstanding		118.4		120.0		118.2		120.2
Diluted earnings per share	$	0.57	$	0.48	$	1.12	$	1.01

        Stock options, RSUs, and MRSUs to purchase 2.4 million and 1.2 million shares for the three months ended June 30, 2012 and 2011, respectively, and 1.8 million and 0.7 million for the six months ended June 30, 2012 and 2011, respectively, were outstanding, but were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive. Additionally, 0.1 million shares that would have been received if the ASR agreement discussed in Note 10 were settled as of June 30, 2012 were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive.

14.   INCOME TAXES

        The Company's effective income tax rates were 24.6% and 24.3% for the three and six months ended June 30, 2012, respectively, and 20.2% and 22.5% for the three and six months ended June 30, 2011, respectively. The effective income tax rate for the six months ended June 30, 2012 included a $2.3 million benefit from the remeasurement of uncertain tax positions. The effective income tax rates for the three and six months ended June 30, 2011 included a $2.5 million tax benefit related to rulings made by the tax authorities in Switzerland.

        The federal research credit expired on December 31, 2011 and has not been reinstated as of June 30, 2012. The effective income tax rates for the three and six months ended June 30, 2012 have been calculated without an assumed benefit for the federal research credit. In 2011, the federal research credit favorably impacted the effective tax rate by approximately 2.4%.

        The Company strives to resolve open matters with each tax authority at the examination level and could reach 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 more or less than that reflected in the consolidated condensed financial statements. Furthermore, the Company may later decide to challenge any assessments, if made, and may exercise its 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.

16

        As of June 30, 2012 and December 31, 2011, the liability for income taxes associated with uncertain tax positions was $86.5 million and $78.0 million, respectively. The Company estimates that these liabilities would be reduced by $8.6 million and $6.8 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 $77.9 million and $71.2 million, respectively, if not required, would favorably affect the Company's effective tax rate.

        All material state, local and foreign income tax matters have been concluded for years through 2006. The Internal Revenue Service ("IRS") has completed its examination of the 2007 and 2008 tax years for all matters except for certain transfer pricing issues. The appeals process for those transfer pricing issues is on-going, but is expected to be finalized within the next twelve months. The IRS began its examination of the 2009 and 2010 tax years during the second quarter of 2011.

15.   SEGMENT INFORMATION

        Edwards Lifesciences conducts operations worldwide and is managed in the following geographical regions: United States, Europe, Japan and Rest of World. All regions sell products that are used to treat advanced cardiovascular disease. Net sales by geographic area are based on the location of the customer.

        The table below presents information about Edwards Lifesciences' reportable segments (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Segment Net Sales
United States	$	207.0	$	151.3	$	393.6	$	300.4
Europe		150.4		142.3		301.2		280.1
Japan		73.5		57.2		143.3		114.6
Rest of world		57.0		53.5		109.7		97.8
Total segment net sales	$	487.9	$	404.3	$	947.8	$	792.9
Segment Pre-Tax Income
United States	$	119.3	$	79.6	$	221.0	$	160.9
Europe		64.1		62.4		131.8		124.8
Japan		37.9		28.0		73.7		55.3
Rest of world		16.0		17.1		29.2		29.4
Total segment pre-tax income	$	237.3	$	187.1	$	455.7	$	370.4

17

        The table below presents reconciliations of segment net sales to consolidated net sales and segment pre-tax income to consolidated pre-tax income (in millions):

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net Sales Reconciliation
Segment net sales	$	487.9		$	404.3		$	947.8		$	792.9
Foreign currency		(5.9	)		26.9			(6.6	)		42.8
Consolidated net sales	$	482.0		$	431.2		$	941.2		$	835.7
Pre-Tax Income Reconciliation
Segment pre-tax income	$	237.3		$	187.1		$	455.7		$	370.4
Unallocated amounts:
Corporate items		(141.3	)		(116.6	)		(271.7	)		(220.4	)
Special charges		(7.0	)		(4.0	)		(7.0	)		(4.0	)
Interest income, net		0.1			0.3			0.1			0.3
Foreign currency		0.8			6.0			(1.6	)		11.1
Consolidated pre-tax income	$	89.9		$	72.8		$	175.5		$	157.4

Enterprise-Wide Information

        Enterprise-wide information is based on foreign exchange rates used in the Company's consolidated financial statements.

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
	(in millions)
Net Sales by Geographic Area
United States	$	207.0	$	151.3	$	393.6	$	300.4
Europe		146.5		151.7		295.3		291.2
Japan		72.3		69.8		143.1		139.1
Rest of world		56.2		58.4		109.2		105.0
	$	482.0	$	431.2	$	941.2	$	835.7
Net Sales by Major Product and Service Area
Surgical Heart Valve Therapy	$	200.5	$	205.1	$	404.1	$	403.4
Transcatheter Heart Valves		145.8		85.3		267.3		158.0
Critical Care		135.7		140.8		269.8		274.3
	$	482.0	$	431.2	$	941.2	$	835.7

	June 30, 2012		December 31, 2011
	(in millions)
Long-Lived Tangible Assets by Geographic Area
United States	$	232.9	$	223.0
International		108.7		105.9
	$	341.6	$	328.9

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16.   RESTATEMENT OF UNAUDITED INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

        During the fourth quarter of 2011, the Company determined that its previously issued consolidated condensed balance sheets and consolidated condensed statements of cash flows for the quarters ended March 31 and June 30, 2011 contained errors related to (1) its cash equivalents and short-term investments and (2) the excess tax benefit from stock plans. Neither of these errors had an impact on the consolidated condensed statements of operations.

        First, during 2011, the Company purchased bank time deposits with original maturities over three months but less than one year. The Company determined that these bank time deposits had been incorrectly classified as cash equivalents for the above mentioned periods and, accordingly, the Company has restated the presentation as reflected below. The classification error had no impact on the Company's current assets.

	As of March 31, 2011				As of June 30, 2011
Balance Sheets	As Reported		As Restated		As Reported		As Restated
	(in millions)
Cash and cash equivalents	$	433.8	$	325.2	$	468.2	$	175.6
Short-term investments		—		108.6		—		292.6
Total	$	433.8	$	433.8	$	468.2	$	468.2

	Three Months Ended March 31, 2011						Six Months Ended June 30, 2011
Statements of Cash Flows	As Reported			As Restated			As Reported			As Restated
	(in millions)
Cash flows from investing activities
Purchases of short-term investments		—			(105.6	)		—			(304.3	)
Proceeds from short-term investments		—			—			—			14.6
Net cash used in investing activities		(52.5	)		(158.1	)		(63.8	)		(353.5	)
Effect of currency exchange rate changes on cash and cash equivalents		15.8			12.8			20.9			18.0
Net increase (decrease) in cash and cash equivalents		37.7			(70.9	)		72.1			(220.5	)
Cash and cash equivalents at end of period		433.8			325.2			468.2			175.6

        Second, the amount presented in the consolidated condensed statements of cash flows as "Excess Tax Benefits from Stock Plans" for the period ended June 30, 2011 was not reduced to reflect the absence of cash flows from the generation of credit carryforwards and net operating losses in the United States in 2011 primarily due to significant tax deductions from stock option exercises and, accordingly, the Company has restated the presentation as reflected below.

	Six Months Ended June 30, 2011
Statements of Cash Flows	As Reported			As Restated
	(in millions)
Cash flows from operating activities
Excess tax benefit from stock plans	$	(36.4	)	$	(11.2	)
Net cash provided by operating activities		74.2			99.4
Cash flows from financing activities
Excess tax benefit from stock plans		36.4			11.2
Net cash provided by financing activities		40.8			15.6

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company (as defined below in "Overview") intends 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 fact in this report or referred to or incorporated by reference into this report are "forward-looking statements" for purposes of these sections. These statements include, among other things, any predictions of earnings, revenues, expenses or other financial items, plans or expectations with respect to development activities, clinical trials or regulatory approvals, any statements of plans, strategies and objectives of management for future operations, any statements concerning the Company's future operations, financial conditions and prospects, and any statements of assumptions underlying any of the foregoing. 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," other forms of these words or similar words or expressions or the negative thereof. Investors are cautioned not to unduly rely on such forward-looking statements. These forward-looking statements are subject to substantial risks and uncertainties that could cause the Company's results or future business, financial condition, results of operations or performance to differ materially from the Company's historical results or experiences or those expressed or implied in any forward-looking statements contained in this report. Investors should carefully review the information contained in, or incorporated by reference into, the Company's annual report on Form 10-K for the year ended December 31, 2011 and subsequent reports on Forms 10-Q and 8-K for a description of certain of these risks and uncertainties. These forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of the statement. If the Company does update or correct one or more of these statements, investors and others should not conclude that the Company will make additional updates or corrections.

Overview

        Edwards Lifesciences Corporation ("Edwards Lifesciences" or the "Company") is focused on technologies that treat structural heart disease and critically ill patients. A pioneer in the development and commercialization of heart valve products, Edwards Lifesciences is the world's leading manufacturer of tissue heart valves and repair products used to replace or repair a patient's diseased or defective heart valve. The Company is also a global leader in hemodynamic monitoring systems used to measure a patient's cardiovascular function in the hospital setting.

        During the first quarter of 2012, the Company began reporting its products and technologies in three new product groups: Surgical Heart Valve Therapy, which combines surgical heart valves and Cardiac Surgery Systems; Transcatheter Heart Valves; and Critical Care, which includes Vascular. Sales amounts for the prior year periods have been recast to conform with the new product classifications.

        Edwards Lifesciences' Surgical Heart Valve Therapy portfolio is comprised primarily of tissue heart valves and heart valve repair products for the surgical repair or replacement of a patient's heart valve. The portfolio also includes a diverse line of products used during minimally invasive surgical procedures, and cannulae, embolic protection devices and other products used during cardiopulmonary bypass. The Company's Transcatheter Heart Valves portfolio includes technologies designed to treat heart valve disease using catheter-based approaches as opposed to open surgical techniques. In the Critical Care portfolio, Edwards Lifesciences' products include pulmonary artery catheters, disposable pressure transducers and advanced monitoring systems. The portfolio also includes a line of balloon catheter-based products, surgical clips and inserts.

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        The healthcare marketplace continues to be competitive with strong global and local competitors. The Company competes with many companies, ranging from small start-up enterprises to companies that are larger and more established than Edwards Lifesciences with access to significant financial resources. Furthermore, rapid product development and technological change characterize the market in which the Company competes. Global demand for healthcare is increasing as the population ages. There is mounting pressure to contain healthcare costs in the face of this increasing demand, which has resulted in pricing and market share pressures. The cardiovascular segment of the medical device industry is dynamic, and technology, cost-of-care considerations, regulatory reform, industry and customer consolidation, and evolving patient needs are expected to continue to drive change.

New Accounting Standards Not Yet Adopted

        In July 2012, the Financial Accounting Standards Board issued an amendment to the accounting guidance on intangible assets to permit an entity to first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived asset is impaired as a basis for determining whether it is necessary to calculate the fair value of the indefinite-lived asset and perform the quantitative impairment test by comparing the fair value with the carrying amount. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company will consider the use of the qualitative factors when performing its first impairment test under this guidance.

Results of Operations

Net Sales Trends
(dollars in millions)

	Three Months Ended June 30,										Six Months Ended June 30,
								Percent Change									Percent Change
	2012		2011		Change						2012		2011		Change
United States	$	207.0	$	151.3	$	55.7			36.8	%	$	393.6	$	300.4	$	93.2		31.1	%
International		275.0		279.9		(4.9	)		(1.8	)%		547.6		535.3		12.3		2.3	%
Total net sales	$	482.0	$	431.2	$	50.8			11.8	%	$	941.2	$	835.7	$	105.5		12.6	%

        In the United States, the $55.7 million and $93.2 million increases in net sales for the three and six months ended June 30, 2012, respectively, were due primarily to:

•

Transcatheter Heart Valves, which increased net sales by $55.8 million and $92.5 million, respectively, driven primarily by sales of the Edwards SAPIEN transcatheter heart valve which was launched in the United States in the fourth quarter of 2011.

        International net sales decreased $4.9 million for the three months ended June 30, 2012 and increased $12.3 million for the six months ended June 30, 2012, due primarily to:

•

foreign currency exchange rate fluctuations, which decreased net sales by $14.4 million and $13.7 million, respectively, due primarily to the weakening of the Euro against the United States dollar, partially offset by the strengthening of the Japanese yen against the United States dollar;

        partially offset by:

•

Transcatheter Heart Valves, which increased net sales by $11.4 million and $25.0 million, respectively, driven primarily by sales of the Edwards SAPIEN XT transcatheter heart valve; and

21

•

Surgical Heart Valve Therapy products, which increased net sales by $0.5 million and $6.2 million, respectively, driven primarily by sales of the Carpentier-Edwards PERIMOUNT Magna Aortic Ease valve.

        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 the Company's hedging activities. For more information see Item 3, "Quantitative and Qualitative Disclosures About Market Risk."

Net Sales by Product Line
(dollars in millions)

	Three Months Ended June 30,										Six Months Ended June 30,
								Percent Change										Percent Change
	2012		2011		Change						2012		2011		Change
Surgical Heart Valve Therapy	$	200.5	$	205.1	$	(4.6	)		(2.3	)%	$	404.1	$	403.4	$	0.7			0.2	%
Transcatheter Heart Valves		145.8		85.3		60.5			70.8	%		267.3		158.0		109.3			69.1	%
Critical Care		135.7		140.8		(5.1	)		(3.6	)%		269.8		274.3		(4.5	)		(1.6	)%
Total net sales	$	482.0	$	431.2	$	50.8			11.8	%	$	941.2	$	835.7	$	105.5			12.6	%

Surgical Heart Valve Therapy

        Net sales of Surgical Heart Valve Therapy products decreased by $4.6 million for the three months ended June 30, 2012 and increased by $0.7 million for the six months ended June 30, 2012, due primarily to:

•

foreign currency exchange rate fluctuations, which decreased net sales by $5.1 million and $4.5 million, respectively, due primarily to the weakening of the Euro against the United States dollar, partially offset by the strengthening of the Japanese yen against the United States dollar;

        partially offset by:

•

cardiac surgery systems, which increased net sales by $2.3 million and $3.7 million, respectively, driven by minimally invasive surgical products; and

•

surgical heart valve repair products, which increased net sales in the six month period by $2.0 million, driven by the Carpentier-Edwards Physio II ring.

        In Europe, the Company received CE Mark in February 2012 for EDWARDS INTUITY, its minimally invasive aortic valve surgery system. During the second quarter, the Company received conditional Investigational Device Exemption ("IDE") approval from the United States Food and Drug Administration ("FDA") to initiate the TRANSFORM Trial, which will evaluate the EDWARDS INTUITY valve system. Also, during the second quarter, the Company received IDE approval to initiate a clinical trial to study its GLX next-generation tissue treatment platform applied to a surgical bovine pericardial heart valve. During the second quarter, the Company received regulatory approval in the United States and Europe for its ProPlege retrograde cardioplegia device, designed to protect the heart during aortic and mitral valve procedures. The Company initiated a limited launch of ProPlege in Europe in June 2012 and in the United States in July 2012.

22

Transcatheter Heart Valves

        Net sales of Transcatheter Heart Valves for the three and six months ended June 30, 2012 increased by $60.5 million and $109.3 million, respectively, due primarily to:

•

the Edwards SAPIEN transcatheter heart valve, which increased net sales by $45.2 million and $72.3 million, respectively, primarily due to the launch in the United States in the fourth quarter of 2011; and

•

the Edwards SAPIEN XT transcatheter heart valve, which increased net sales by $22.9 million and $46.5 million, respectively, primarily due to an increase in international sales;

        partially offset by:

•

foreign currency exchange rate fluctuations, which decreased net sales by $5.6 million and $6.7 million, respectively, due primarily to the weakening of the Euro against the United States dollar.

        The Company expects that its transcatheter heart valves will continue to be a strong contributor to 2012 sales. In November 2011, the Company received approval from the FDA for the transfemoral delivery of the Edwards SAPIEN transcatheter heart valve for treatment of certain inoperable patients with severe symptomatic aortic stenosis (Cohort B of The PARTNER Trial). In June 2012, an FDA advisory panel reviewed and recommended approval of the Edwards SAPIEN transcatheter heart valve for treatment of patients with severe, symptomatic aortic stenosis deemed at high risk for traditional open-heart surgery (Cohort A of The PARTNER Trial). The Company is awaiting action by the FDA.

Critical Care

        Net sales of Critical Care products for the three and six months ended June 30, 2012 decreased by $5.1 million and $4.5 million, respectively, due primarily to:

•

foreign currency exchange rate fluctuations, which decreased net sales by $3.7 million and $2.5 million, respectively, due primarily to the weakening of the Euro against the United States dollar, partially offset by the strengthening of the Japanese yen against the United States dollar;

•

the discontinuation of distributed sales of certain oximetry products and reduced sales of the Company's Central Venous Access products, which decreased net sales by $1.4 million and $6.4 million, respectively; and

•

hardware and pressure monitoring sales, which decreased net sales by $2.8 million for the three months ended June 30, 2012;

        partially offset by:

•

FloTrac systems, which increased net sales by $2.4 million and $4.4 million, respectively.

Gross Profit

	Three Months Ended June 30,								Six Months Ended June 30,
	2012			2011			Change		2012			2011			Change
Gross profit as a percentage of net sales		73.1	%		70.4	%		2.7 pts.		72.7	%		70.7	%		2.0 pts.

        The 2.7 and 2.0 percentage point increases in gross profit as a percentage of net sales for the three and six months ended June 30, 2012, respectively, were driven primarily by:

•

a 2.2 percentage point and a 1.5 percentage point increase in the United States due to a more profitable product mix, primarily higher sales of Transcatheter Heart Valves; and

23

•

a 2.6 percentage point and 1.8 percentage point increase due to the impact of foreign currency exchange rate fluctuations, including the outcome of foreign currency hedging contracts;

        partially offset by:

•

a 1.9 percentage point and a 1.0 percentage point decrease due to the voluntary recalls of certain of the Company's heart valves and Critical Care catheters during the quarter.

Selling, General and Administrative ("SG&A") Expenses
(dollars in millions)

	Three Months Ended June 30,								Six Months Ended June 30,
	2012			2011			Change		2012			2011			Change
SG&A expenses	$	182.4		$	163.2		$	19.2	$	359.6		$	313.5		$	46.1
SG&A expenses as a percentage of net sales		37.8	%		37.8	%		— pts.		38.2	%		37.5	%		0.7 pts.

        The increase in SG&A expenses for the three and six months ended June 30, 2012 was due primarily to higher sales and marketing expenses in the United States, mainly to support the transcatheter heart valve program, including the launch in the United States. The impact of foreign currency reduced expenses by $5.7 million and $6.0 million, respectively, due to the weakening of various currencies against the United States dollar, primarily the Euro.

Research and Development Expenses
(dollars in millions)

	Three Months Ended June 30,								Six Months Ended June 30,
	2012			2011			Change		2012			2011			Change
Research and development expenses	$	74.0		$	64.9		$	9.1	$	142.6		$	123.9		$	18.7
Research and development expenses as a percentage of net sales		15.4	%		15.1	%		0.3 pts.		15.2	%		14.8	%		0.4 pts.

        The increase in research and development expenses for the three and six months ended June 30, 2012 was due primarily to additional investments in clinical studies and new product development efforts in the transcatheter heart valve program.

Special Charges

Licensing of Intellectual Property

        In April 2012, the Company obtained an exclusive license to a suturing device for minimally invasive surgery applications. The intellectual property is under development and there is uncertainty as to whether the product will ultimately be approved. The Company recorded a charge of $2.0 million related to the upfront licensing and royalty fees.

        In June 2012, the Company obtained a co-exclusive sublicense to intellectual property related to processing tissue and implanting cardiovascular valves. The intellectual property is under development and there is uncertainty as to whether the product will ultimately be approved. The Company recorded a charge of $5.0 million related to the upfront licensing fee.

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European Receivables

        In June 2011, the Company recorded a $4.0 million charge to reflect the increased risk associated with its European receivables.

Interest Income, net
(in millions)

	Three Months Ended June 30,									Six Months Ended June 30,
	2012			2011			Change			2012			2011			Change
Interest expense	$	1.2		$	0.7		$	0.5		$	2.3		$	1.2		$	1.1
Interest income		(1.3	)		(1.0	)		(0.3	)		(2.4	)		(1.5	)		(0.9	)
Interest income, net	$	(0.1	)	$	(0.3	)	$	0.2		$	(0.1	)	$	(0.3	)	$	0.2

        The increase in interest expense for the three and six months ended June 30, 2012 resulted primarily from higher average interest rates as compared to the prior year period. The increase in interest income resulted primarily from the recognition of interest income on discounted accounts receivables in southern Europe, partially offset by lower average interest rates.

Other Income, net
(in millions)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
License agreement	$	(0.9	)	$	—		$	(0.9	)	$	—
Gain on investments in unconsolidated affiliates		(0.6	)		(0.3	)		(1.0	)		(4.6	)
Foreign exchange losses (gains), net		0.5			(0.5	)		1.1			(1.4	)
Earn-out payments		—			—			—			(1.0	)
Other		—			(0.4	)		0.3			(0.4	)
Other income, net	$	(1.0	)	$	(1.2	)	$	(0.5	)	$	(7.4	)

        The license agreement gain relates to the collection of a previously fully reserved promissory note under a licensing arrangement.

        The gain on investments in unconsolidated affiliates primarily represents the Company's net share of gains and losses in investments accounted for under the equity method, and realized gains and losses on the Company's available-for-sale and cost method investments.

        The foreign exchange losses (gains) relate to the foreign currency fluctuations in the Company's global trade and intercompany receivable and payable balances. Foreign exchange fluctuations (primarily the Euro) resulted in a net loss in 2012.

        In September 2009, the Company sold its hemofiltration product line. In connection with the transaction, the Company was entitled to earn-out payments up to $9.0 million based on certain revenue objectives to be achieved by the buyer over the two years following the sale. As of March 31, 2011, all earn-out payments had been earned.

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Provision for Income Taxes

        The provision for income taxes consists of provisions for federal, state and foreign income taxes. The Company operates in an international environment with significant operations in various locations outside the United States, which have statutory tax rates 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. The Company's effective income tax rates were 24.6% and 24.3% for the three and six months ended June 30, 2012, respectively, and 20.2% and 22.5% for the three and six months ended June 30, 2011, respectively. The effective income tax rate for the six months ended June 30, 2012 included a $2.3 million benefit from the remeasurement of uncertain tax positions. The effective income tax rates for the three and six months ended June 30, 2011 included a $2.5 million tax benefit related to rulings made by the tax authorities in Switzerland.

        The federal research credit expired on December 31, 2011 and has not been reinstated as of June 30, 2012. The effective income tax rates for the three and six months ended June 30, 2012 have been calculated without an assumed benefit for the federal research credit. In 2011, the federal research credit favorably impacted the full year effective tax rate by approximately 2.4%.

        The Company strives to resolve open matters with each tax authority at the examination level and could reach 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 more or less than that reflected in the consolidated condensed financial statements. Furthermore, the Company may later decide to challenge any assessments, if made, and may exercise its 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. Management believes that adequate amounts of tax and related penalty and interest have been provided in income tax expense for any adjustments that may result from these uncertain tax positions.

        As of June 30, 2012 and December 31, 2011, the liability for income taxes associated with uncertain tax positions was $86.5 million and $78.0 million, respectively. The Company estimates that these liabilities would be reduced by $8.6 million and $6.8 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 $77.9 million and $71.2 million, respectively, if not required, would favorably affect the Company's effective tax rate.

Liquidity and Capital Resources

        The Company's sources of cash liquidity include cash on hand and cash equivalents, short-term investments (bank time deposits with original maturities over three months but less than one year), amounts available under credit facilities and cash from operations. The Company believes that these sources are sufficient to fund the current requirements of working capital, capital expenditures and other financial commitments. The Company further believes that it has the financial flexibility to attract long-term capital to fund short-term and long-term growth objectives. However, no assurances can be given that such long-term capital will be available to the Company on favorable terms, or at all.

        As of June 30, 2012, cash and cash equivalents and short-term investments held outside the United States were $477.5 million, and have historically been used to fund international operations. The Company believes that cash held in the United States, in addition to amounts available under credit facilities and cash from operations, are sufficient to fund its United States operating requirements. The majority of cash and cash equivalents and short-term investments held outside the United States relate to undistributed earnings of certain of the Company's foreign subsidiaries which are considered to be indefinitely reinvested by the Company. Repatriations of cash and cash equivalents and short-term

26

investments held outside the United States are subject to restrictions in certain jurisdictions and may be subject to withholding and other taxes. The potential tax liability related to any repatriation would be dependent on the facts and circumstances that would exist at the time such repatriation is made and the complexities of the tax laws of the United States and the respective foreign jurisdictions.

        The Company has a Four-Year Credit Agreement ("the Credit Facility") which matures on July 29, 2015. The Credit Facility provides up to an aggregate of $500.0 million in borrowings in multiple currencies. Borrowings generally bear interest at the London interbank offering rate ("LIBOR") plus 0.875%, subject to adjustment for leverage ratio changes as defined in the Credit Facility. The Company also pays a facility fee of 0.125% on the entire $500.0 million facility whether or not drawn. The facility fee is also subject to adjustment for leverage ratio changes. All amounts outstanding under the Credit Facility have been classified as long-term obligations as these borrowings are expected to be refinanced pursuant to the Credit Facility. As of June 30, 2012, borrowings of $185.1 million were outstanding under the Credit Facility. The Credit Facility is unsecured and contains various financial and other covenants, including a maximum leverage ratio and a minimum interest coverage ratio, as defined in the Credit Facility. The Company was in compliance with all covenants at June 30, 2012.

        In February 2010, the Board of Directors approved a stock repurchase program authorizing the Company to purchase on the open market and in privately negotiated transactions up to $500.0 million of the Company's common stock. In September 2011, the Board of Directors approved a new stock repurchase program authorizing the Company to purchase on the open market and in privately negotiated transactions up to an additional $500.0 million of the Company's common stock. Under these stock repurchase authorizations, in February 2012 and May 2012, the Company entered into accelerated share repurchase ("ASR") agreements with an investment bank to repurchase $54.0 million and $50.0 million, respectively, of the Company's common stock. The Company received 0.7 million shares under the February 2012 ASR agreement, which was concluded in May 2012. In June 2012, the Company received an initial delivery of 0.5 million shares under the May 2012 ASR agreement, representing the minimum number of shares to be repurchased under the agreement, which was approximately 80 percent of the shares expected to be repurchased. At the conclusion of the May 2012 ASR agreement, the Company may receive additional shares, resulting in up to a maximum of 0.8 million shares. The May 2012 ASR agreement has a termination date of August 31, 2012, although the termination date may be accelerated at the investment bank's option. During the six months ended June 30, 2012, the Company repurchased a total of 1.8 million shares at an aggregate cost of $150.2 million, including prepaid amounts under the May 2012 ASR agreement, and as of June 30, 2012, had remaining authority under the program to purchase $447.7 million of the Company's common stock. In addition to shares repurchased under the stock repurchase program, the Company also acquired shares to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.

        At June 30, 2012, there had been no material changes in the Company's significant contractual obligations and commercial commitments as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2011 other than as follows: During the quarter ended June 30, 2012, the Company entered into two separate supply agreements and a registry agreement. Under the supply agreements, the Company has agreed to purchase a minimum of $13.4 million of product by July 31, 2013. The total future minimum commitments under the registry agreement are approximately $4.3 million, with payments through 2019.

        Net cash flows provided by operating activities of $116.1 million for the six months ended June 30, 2012 increased $16.7 million over the same period a year ago due primarily to (1) increased collection of accounts receivable, particularly a $26.3 million non-recurring collection in Spain and the sale of the Company's Greek bonds and (2) improved operating performance. These increases were partially offset by (1) a $31.8 million impact from excess tax benefits from stock plans, primarily the realization of

27

excess tax benefits that had been previously suspended due to credit carryforwards and net operating losses in the United States in 2011 and (2) the timing of supplier payments.

        Net cash provided by investing activities of $25.7 million for the six months ended June 30, 2012 consisted primarily of net proceeds from short-term investments of $69.2 million, partially offset by capital expenditures of $39.2 million.

        Net cash used in investing activities of $353.5 million for the six months ended June 30, 2011 consisted primarily of net purchases of short-term investments of $289.7 million, a $42.6 million payment associated with the acquisition of Embrella Cardiovascular, Inc., and capital expenditures of $31.1 million.

        Net cash used in financing activities of $8.2 million for the six months ended June 30, 2012 consisted primarily of purchases of treasury stock of $153.2 million, partially offset by proceeds from stock plans of $64.4 million, the excess tax benefit from stock plans of $43.0 million (including the realization of previously suspended excess tax benefits), and net proceeds from debt of $36.1 million.

        Net cash provided by financing activities of $15.6 million for the six months ended June 30, 2011 consisted primarily of net proceeds from debt of $129.2 million, proceeds from stock plans of $33.4 million, and the excess tax benefit from stock plans of $11.2 million, partially offset by purchases of treasury stock of $159.0 million.

Critical Accounting Policies and Estimates

        The consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States which require the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the periods reported. Actual results could differ from those estimates. Information with respect to the Company's critical accounting policies and estimates which the Company believes could have the most significant effect on the Company's reported results and require subjective or complex judgments by management is contained on pages 37-41 in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the Company's Annual Report on Form 10-K for the year ended December 31, 2011. Management believes that at June 30, 2012, there had been no material changes to this information.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Interest Rate, Foreign Currency and Credit Risk

        For a complete discussion of the Company's exposure to interest rate, foreign currency and credit risk, refer to Item 7A "Quantitative and Qualitative Disclosures About Market Risk" on pages 41-43 of the Company's Annual Report on Form 10-K for the year ended December 31, 2011. There have been no significant changes from the information discussed therein.

Concentrations of Risk

        The Company invests excess cash in bank time deposits and diversifies the concentration of cash amongst different financial institutions.

        In the normal course of business, Edwards Lifesciences provides credit to customers in the healthcare industry, performs credit evaluations of these customers and maintains allowances for potential credit losses which have historically been adequate compared to actual losses. The Company continues to do business with foreign governments in certain European countries that have experienced a deterioration in credit and economic conditions. These conditions have resulted in, and may continue to result in, a reduction of value and an increase in the average length of time that it takes to collect

28

accounts receivable outstanding in these countries. In addition, the Company may also be impacted by declines in sovereign credit ratings or sovereign defaults in these countries.

Investment Risk

        Edwards Lifesciences is exposed to investment risks related to changes in the fair values of its investments. The Company invests in equity instruments of public and private companies. These investments are classified in "Investments in Unconsolidated Affiliates" on the consolidated condensed balance sheets.

        As of June 30, 2012, Edwards Lifesciences had $22.1 million of investments in equity instruments of other companies and had recorded unrealized gains of $1.5 million on these investments in "Accumulated Other Comprehensive Loss," net of tax. Should these companies experience a decline in financial condition or fail to meet certain development milestones, the decline in the investments' value may be considered other-than-temporary and impairment charges may be necessary.

Item 4.    Controls and Procedures

        Evaluation of Disclosure Controls and Procedures.    The Company's management, including the Chief Executive Officer and the Chief Financial Officer, performed an evaluation of the effectiveness of the Company's 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 June 30, 2012. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as a result of a material weakness in internal control over financial reporting, as previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2011, the Company's disclosure controls and procedures were not effective and are under remediation as of June 30, 2012.

        As described in the Company's Annual Report on Form 10-K, filed on February 27, 2012, for the year ended December 31, 2011, the Company did not maintain effective controls over the completeness and timeliness of information impacting classification and disclosures related to financial reporting. Specifically, effective controls were not in place with respect to communication to appropriate financial reporting personnel from other departments of changes to information impacting classification and disclosures in the financial statements. This control deficiency resulted in a restatement to the Company's unaudited consolidated condensed balance sheets as of March 31, June 30, and September 30, 2011 to correct the misclassification of short-term investments incorrectly classified as cash equivalents, and the restatement of the Company's unaudited consolidated condensed statements of cash flows for the periods ended March 31, June 30, and September 30, 2011 to appropriately present the activity related to short-term investments resulting from the aforementioned classification error, and for the periods ended June 30 and September 30, 2011 to correct the amount presented as excess tax benefit from stock plans as a component of cash flows from operating and financing activities (see Note 16 to the "Consolidated Condensed Financial Statements" of this Quarterly Report on Form 10-Q). Additionally, this control deficiency could result in other classification and disclosure misstatements related to financial reporting that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, the Company's management determined that this control deficiency constituted a material weakness and has determined that it continues to exist and is under remediation as of June 30, 2012.

        Changes in Internal Control Over Financial Reporting.    There have been no changes in the Company's internal control over financial reporting during the quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

        Plan for Remediation of Material Weakness.    Beginning in February 2012, with the oversight of the Audit and Public Policy Committee, the Company's management began to design and implement

29

certain remediation measures to address the material weakness discussed above and to improve its internal control over financial reporting.

        The Company has enhanced its existing controls and added new controls beginning in the quarter ended March 31, 2012 to improve the communication to appropriate financial reporting personnel from other departments of changes to information impacting classification and disclosures in the financial statements. Specifically, these changes included implementation of quarterly meetings and modifications to existing monthly meetings involving other departments and regions as well as financial reporting personnel to appropriately address matters impacting the classification and disclosures in the Company's financial statements; and enhancing certain tools to be used to facilitate effective communication between other departments, regions and financial reporting personnel. In addition, during the quarter ended June 30, 2012, financial reporting personnel traveled to the Company's regional offices to present financial trainings and to help the Company better execute on its communication and coordination efforts in the regions.

        The Company believes the remediation measures will strengthen the Company's internal control over financial reporting and remediate the material weakness identified. However, these measures had not been in operation long enough to effectively measure their operating effectiveness and, therefore, the identified material weakness had not been fully remediated as of June 30, 2012. The Company will continue to monitor the effectiveness of these remediation measures and will make any changes and take such other actions that are deemed appropriate given the circumstances.

30

Part II. Other Information

Item 1.    Legal Proceedings

        For a description of our material pending legal proceedings, please see Note 11 to the "Consolidated Condensed Financial Statements" of this Quarterly Report on Form 10-Q, which is incorporated by reference.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Period	Total Number of Shares (or Units) Purchased(a)(c)		Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)(b)(c)
April 1, 2012 through April 30, 2012		679	$	72.62		—	$	497.7
May 1, 2012 through May 31, 2012		32,617		85.25		—		497.7
June 1, 2012 through June 30, 2012		593,817		82.82		593,817		447.7
Total		627,113		82.93		593,817

(a)

The difference between the total number of shares (or units) purchased and the total number of shares (or units) purchased as part of publicly announced plans or programs is due to shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of RSUs issued to employees.

(b)

On September 13, 2011, the Board of Directors approved a stock repurchase program authorizing the Company to purchase on the open market and in privately negotiated transactions up to $500.0 million of the Company's common stock.

(c)

In May 2012, the Company's February ASR agreement was concluded, and the Company received an additional 0.1 million shares. In June 2012, the Company paid $50.0 million under its new May ASR agreement and received an initial delivery of 0.5 million shares of the Company's common stock at $84.81 per share, representing approximately 80 percent of the shares expected to be repurchased. At the conclusion of the May ASR agreement, the Company may receive additional shares, resulting in up to a maximum of 0.8 million shares. Shares purchased pursuant to the ASR agreements are presented in the above table in the periods in which they were received. The amount that may yet be purchased under the stock repurchase program, as presented in the above table, was reduced by the $50.0 million payment.

Item 6.    Exhibits

        Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index hereto and include the following:

10.1	*	Edwards Lifesciences Corporation Form of Performance-Based Restricted Stock Unit Statement and related Long-Term Stock Incentive Compensation Program Global Performance-Based Restricted Stock Unit Award Agreement
31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31

32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	**	The following financial statements from Edwards Lifesciences' Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Operations, (iii) the Consolidated Condensed Statements of Comprehensive Income, (iv) the Consolidated Condensed Statements of Cash Flows, and (v) Notes to Consolidated Condensed Financial Statements

*

Represents management contract or compensatory plan.

**

XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities and Exchange Act of 1933, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

32

SIGNATURE

        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: August 7, 2012	By:	/s/ THOMAS M. ABATE Thomas M. Abate Corporate Vice President, Chief Financial Officer (Chief Accounting Officer)

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EXHIBITS FILED WITH SECURITIES AND EXCHANGE COMMISSION

Exhibit No.			Description
	10.1	*	Edwards Lifesciences Corporation Form of Performance-Based Restricted Stock Unit Statement and related Long-Term Stock Incentive Compensation Program Global Performance-Based Restricted Stock Unit Award Agreement
	31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101	**	The following financial statements from Edwards Lifesciences' Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Operations, (iii) the Consolidated Condensed Statements of Comprehensive Income, (iv) the Consolidated Condensed Statements of Cash Flows, and (v) Notes to Consolidated Condensed Financial Statements

*

Represents management contract or compensatory plan.

**

XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities and Exchange Act of 1933, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

34

EX-10.1

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Exhibit 10.1

Performance-Based Restricted Stock Unit Award Statement

Participant:
ID:

Date of Grant:	Target Award:
Vesting Schedule: The PRSU (as defined below) will vest on                        (the "Vesting Date"). The Committee (as defined below) will determine the exact number of shares issuable pursuant to the PRSU in May after the end of the Performance Period (the date of such determination, the "Determination Date"). The number of shares issuable upon vesting will depend upon achievement of the applicable performance goals and will range from zero percent (0%) of the Target Award to                                     (      %) of the Target Award, as per the Performance Matrix below.
Performance Period:            year(s) beginning                        and ending                        .

        This certifies that on                              Edwards Lifesciences Corporation (the "Company") granted to the Participant shown above a Performance-Based Restricted Stock Unit award ("PRSU") to receive a number of shares of its common stock based on the target number of shares ("Target Award") as indicated above upon the terms and conditions of the Long-Term Stock Incentive Compensation Program, this Statement and the attached Global Performance-Based Restricted Stock Unit Award Agreement (the "Award Agreement").

        The number of shares issuable pursuant to the PRSU upon vesting shall depend upon the percentile ranking of the Company's Total Shareholder Return for the Performance Period when measured against the Total Shareholder Return of [the companies] ("[Index]") for the Performance Period and shall be determined in accordance with the Performance Matrix below. As used herein, "Total Shareholder Return" (or "TSR") shall mean, as to both the Company and the companies included in the [Index], as the case may be, the average of the closing price of a share for each trading day for the quarter prior to the beginning of the Performance Period compared to the average of the closing price of a share for each trading day for the last quarter of the Performance Period. Furthermore, the Administrator shall equitably and proportionately adjust the determination of Total Shareholder Return to include the effects of any stock split, reverse stock split, stock dividend or cash dividend paid during the Performance Period. For these purposes, in the event that the common stock (or similar equity security) of a member of the [Index] is not listed or traded on a national securities exchange at the end of the Performance Period, such entity shall be excluded from the [Index] used to determine the Company's relative Total Shareholder Return compared to the Total Shareholder Return [Index] over the Performance Period. Furthermore, any company not included in the [Index] on the first day of the Performance Period but added to the [Index] during the Performance Period shall be excluded for such purposes, unless such company is the successor to a company that had theretofore been included in the [Index].

Performance Matrix—Target Award Earned:

Company TSR Percentile Ranking:	Percentage Vesting:
Less than        Percentile	% of Target Award
Percentile	% of Target Award
Percentile	% of Target Award
Percentile and Above	% of Target Award

        The applicable percentage of the Target Award earned will be interpolated on a linear basis between the levels stated in the table above and fractional shares shall be rounded down to the nearest whole share. In all events, the maximum percentage of the Target Award that may vest is                         (      %) of the Target Award. Any shares issuable pursuant to the PRSU that do not vest based on the

performance requirements set forth above (and which have not previously vested or terminated pursuant to the terms of this Statement and the Award Agreement) will automatically terminate as of the last day of the Performance Period. The number of shares issuable shall be determined by the Compensation and Governance Committee of the Board of Directors (the "Committee") on the Determination Date, and shall be certified by the Committee at that time. The earned shares shall be issued to the Participant upon vesting, subject to the terms and conditions set forth in the Award Agreement.

Edwards Lifesciences Corporation

Michael A. Mussallem
Chairman and Chief Executive Officer

Edwards Lifesciences Corporation
Long-Term Stock Incentive Compensation Program
Global Performance-Based Restricted Stock Unit Award Agreement

        THIS AGREEMENT, including any appendix for the Participant's country (the "Appendix") and the Performance-Based Restricted Stock Unit Statement attached to the front of this agreement (the "Statement"), sets forth the terms and conditions of the performance-based restricted stock unit award (the "PRSU") granted by Edwards Lifesciences Corporation, a Delaware corporation (the "Company"), to the Participant named on the Statement, pursuant to the provisions of the Company's Long-Term Stock Incentive Compensation Program (the "Program"). This agreement, the Appendix and the Statement shall be considered one agreement and are referred to herein as the "Agreement."

        The Program provides additional terms and conditions governing the PRSU and is incorporated herein by reference. If there is any inconsistency between the terms of this Agreement and the terms of the Program, the Program's terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Program, unless specifically set forth otherwise herein. The parties hereto agree as follows:

1.    Grant of PRSU.    Effective as of the Date of Grant set forth in the Statement, the Company hereby grants to the Participant a PRSU award with respect to the target number of Shares set forth in the Statement (the "Target Award") in the manner and subject to the terms and conditions of the Program and this Agreement.

        The grant of this PRSU to the Participant shall not confer any right to the Participant (or any other participant) to be granted any Awards in the future under the Program.

2.    Vesting of PRSU and Issuance of Shares.    Except as may otherwise be provided in Sections 3 and 5 below, the PRSU will vest on the Vesting Date according to the vesting schedule set forth in the Statement ("Normal Vesting Schedule"), provided the Participant continues to be employed by the Company or one of its Subsidiaries through the Vesting Date and subject to the attainment of certain performance goals set forth in the Statement. The earned Shares shall be issued to the Participant as soon as practicable (and in all events within sixty (60) days) after the Vesting Date, subject to satisfaction of all Tax-Related Items (as defined in Section 11 below) and to the provisions for U.S. taxpayers set forth in Section 8 below.

3.    Termination of Employment:

(a)

For Good Reason, Without Cause, or due to Retirement, Death or Disability.    In the event that, prior to the Vesting Date set forth in the Statement, the Participant's employment is voluntarily terminated for "Good Reason" (as defined below), is involuntary terminated without Cause, terminates due to the Participant's Retirement after attaining age

2

fifty-five (55) and with at least ten (10) years of service with the Company or any Subsidiary, or is terminated by reason of the Participant's death or Disability, the PRSU shall remain eligible to vest on the Vesting Date according to the Normal Vesting Schedule (subject to the attainment of the performance goals set forth in the Statement) and the Participant shall receive a pro-rated portion of the Shares subject to the PRSU that would otherwise vest based on performance on the Vesting Date, with the pro-rata portion based on the Participant's whole months of service with the Company or any Subsidiary during the Performance Period prior to the date of such termination; provided that a partial month of employment will be considered a whole "month of service" for purposes of this Agreement only if the Participant was employed by the Company or any Subsidiary for at least fifteen (15) days during such month. Any portion of the PRSU that remains unvested on the Vesting Date (after giving effect to such pro-ration) shall be considered to have terminated on the Vesting Date.

(i)

For purposes of this Agreement, "Good Reason" shall mean the occurrence of any one or more of the following without the Participant's express written consent:



(A)

The assignment of the Participant to duties materially inconsistent with the Participant's authorities, duties, responsibilities, and status (including offices, titles, and reporting requirements) as an executive and/or officer of the Company (or a Subsidiary) on the Date of Grant, or a material reduction or alteration in the nature or status of the Participant's authorities, duties, or responsibilities on the Date of Grant, other than an insubstantial and inadvertent act that is remedied by the Company promptly after receipt of notice thereof given by the Participant;



(B)

The Company's requiring the Participant to be based at a location in excess of fifty (50) miles from the location of the Participant's principal job location or office on the Date of Grant, except for required travel on the Company's business to an extent substantially consistent with the Participant's then present business travel obligations;



(C)

A reduction by the Company of the Participant's base salary in effect on the Date of Grant, or as the same shall be increased from time to time;



(D)

The failure of the Company to continue in effect any of the Company's short- and long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or other compensation arrangements in which the Participant participates, unless the Participant is permitted to participate in other plans that provide the Participant with substantially comparable benefits; or the failure by the Company to continue the Participant's participation therein on substantially the same basis, both in terms of the amount of benefits provided and the level of the Participant's participation relative to other participants; or



(E)

The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Company's obligations under this Agreement.



(b)

For Other Reasons.    The entire PRSU award shall immediately terminate and be forfeited to the Company as of the date of the Participant's termination of employment with the Company or any Subsidiary prior to the Vesting Date for any reason other than one of the reasons expressly covered by Section 3(a).



(c)

Transfer.    For the purposes of this Agreement, a transfer of the Participant's employment between the Company and any Subsidiary (or between Subsidiaries) shall not be deemed a termination of employment.

3

4.    No Fractional Shares.    In no event shall any fractional Shares subject to the PRSU be issued. Accordingly, the total number of Shares to be issued at the time this PRSU vests (if any) shall, to the extent necessary, be rounded down to the next whole Share in order to avoid the issuance of a fractional share.

5.    Change in Control.

(a)

Change in Control During the Performance Period.    Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control of the Company during the Performance Period and prior to the Participant's termination of employment for any reason, the Participant shall immediately vest in 100% of the Target Award set forth in the Statement. Notwithstanding anything to the contrary in this Agreement, in the event the Participant's employment with the Company or any Subsidiary terminates due to one of the reasons expressly covered by Section 3(a) of this Agreement and a Change in Control of the Company occurs subsequent to such a termination of employment (but during the Performance Period), the pro-rata vesting provided for in Section 3(a) shall be based on the Target Award set forth in the Statement.



(b)

Issuance of Shares.    Any Shares subject to the PRSU award that become vested pursuant to Section 5(a) shall be issued to the Participant upon or as soon as practicable (and in all events within thirty (30) days) after the effective date of the Change in Control of the Company (or, if so provided by the Committee, immediately prior to the Change in Control), subject to satisfaction of all Tax-Related Items (as defined in Section 11 below) and to the provisions for U.S. taxpayers set forth in Section 8 below.



(c)

Change in Control After the Performance Period.    In the event a Change in Control of the Company occurs following the last day of the Performance Period, prior to the Participant's termination of employment for any reason, and prior to the Vesting Date, the Participant shall immediately vest in the number of Shares subject to the PRSU that would otherwise become vested pursuant to the Normal Vesting Schedule assuming the Participant had continued to be employed through the Vesting Date, the Determination Date shall occur in connection with or prior to such Change in Control and payment of any Shares subject to the PRSU that become vested shall be issued to the Participant as provided in Section 2 (except that such payment shall in all events occur not later than thirty (30) days after the Change in Control).

6.    Restrictions on Transfer.    This PRSU may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

7.    Recapitalization.    In the event there is any change in the Company's Shares through the declaration of stock dividends or through recapitalization resulting in stock split-ups or through merger, consolidation, exchange of Shares, or otherwise, the number and class of Shares subject to this PRSU shall be equitably adjusted by the Committee, in the manner determined in its sole discretion, to prevent dilution or enlargement of rights.

8.    Section 409A.    This Section 8 applies only to the extent that the Participant is a U.S. taxpayer.

(a)

Compliance with 409A.    This Agreement is intended to comply with the requirements of Section 409A of the Code. Accordingly, all provisions herein shall be construed and interpreted to comply with Code Section 409A. This Agreement may be amended at any time, without the consent of any party, to avoid the application of Code Section 409A in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Code Section 409A, but the Company shall not be under any obligation to make any such amendment. Nothing in the Agreement shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or PRSU granted under the Agreement, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have any liability to any participant or his estate or any other party for any taxes, penalties or interest due on amounts paid or payable under the this Agreement, including taxes, penalties or interest imposed under Code Section 409A.

4

(b)

Section 409A Delay.    Notwithstanding any provision to the contrary in this Agreement, if Shares or other amounts become issuable or distributable under this Agreement by reason of the Participant's Separation from Service and the Participant is a "specified employee," within the meaning of Code Section 409A, at the time of such Separation from Service, the Shares shall not be issued or distributed to the Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of the Participant's Separation from Service or (ii) the date of the Participant's death, if such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all Shares or other amounts deferred pursuant to this Section 8 shall be issued or distributed in a lump sum to the Participant. To the extent the payment of any cash amounts to which the Participant becomes entitled under this Agreement is deferred pursuant to the provisions of this Section 8, then the Participant shall be entitled to interest on those cash amounts, for the period the payment of such amounts is so deferred, with such interest to accrue at the prime rate then in effect from time to time during that period and to be paid in a lump sum upon the expiration of the deferral period.



(c)

Separation from Service.    For purposes of this Agreement, "Separation from Service" means the Participant's separation from service as determined in accordance with Code Section 409A and the applicable standards of the Treasury Regulations issued thereunder.

9.    Beneficiary Designation.    This Section 9 applies only if the Participant resides in the U.S. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Secretary of the Company during the Participant's lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate.

10.    Rights as a Stockholder.    The Participant shall have no rights as a stockholder of the Company until the Participant has obtained an ownership interest in the Shares.

11.    Responsibility for Taxes.

(a)

Regardless of any action the Company or the Participant's employer (if different) (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant's participation in the Program that are legally applicable to the Participant ("Tax-Related Items"), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this PRSU, including the grant or vesting of this PRSU, the issuance of Shares, the subsequent sale of any Shares acquired at vesting of the PRSU and the receipt of any dividends; and (2) do not commit and are under no obligation to structure the terms of the grant or any aspect of the PRSU to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant becomes subject to tax and/or social security contributions in more than one jurisdiction between the Date of Grant and the date of any relevant taxable, tax and/or social security contribution withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

5

(b)

Prior to any relevant taxable, tax and/or social security contribution withholding event, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, at their sole discretion, to satisfy the obligations with respect to Tax-Related Items by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation paid to him or her by the Company and/or the Employer or from any equivalent cash payment received upon vesting of the PRSU; or (ii) withholding from the proceeds of the sale of Shares acquired at vesting of the PRSU, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization); or (iii) withholding in Shares to be issued upon vesting of the PRSU. To avoid negative accounting treatment, the Company will withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to the vested PRSU, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant's participation in the Program.



(c)

Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items and/or Employment Taxes that the Company or the Employer may be required to withhold or account for as a result of Participant's participation in the Program that cannot be satisfied by the means described in this Section 11. The Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares to the Participant if the Participant fails to comply with Participant's obligation in connection with the Tax-Related Items and/or Employment Taxes.

12.    Continuation of Employment.    This Agreement shall not confer upon the Participant any right to continuation of employment with the Employer nor shall this Agreement interfere in any way with the Employer's right to terminate the Participant's employment at any time with or without cause.

13.    Miscellaneous.

(a)

This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Program, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Program. The Committee shall have the right to impose such restrictions on any Shares acquired pursuant to the exercise of this Award, as it may deem advisable for regulatory compliance, including, without limitation, restrictions under, applicable U.S. federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any state or foreign securities laws applicable to such Shares. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Program and this Agreement, all of which shall be binding upon the Participant.



(b)

The Board may terminate, amend, suspend or modify the Program and the Committee may amend this PRSU at anytime; provided, however, that no such termination, amendment, suspension or modification of the Program or amendment of this Award may in any material way adversely affect the Participant's rights under this Agreement, without the express consent of the Participant.



(c)

The Participant agrees to take all steps necessary to comply with all applicable provisions of U.S. federal, state and foreign securities law in exercising his or her rights under this Agreement.

6

(d)

This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.



(e)

All obligations of the Company under the Program and this Agreement, with respect to this Award, shall, to the extent legally permissible, be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

14.    Nature of Grant.    In accepting the PRSU, the Participant acknowledges, understands and agrees that:

(a)

the Program is established voluntarily by the Company and is discretionary in nature;



(b)

the grant of the PRSU by the Company is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;



(c)

all decisions with respect to future Restricted Stock Units grants, if any, will be at the sole discretion of the Company;



(d)

the Participant is voluntarily participating in the Program;



(e)

the PRSU and any Shares acquired under the Program are not part of normal or expected compensation or salary;



(f)

the PRSU grant and the Participant's participation in the Program shall not be interpreted to form an employment contract or relationship with the Company or the Employer or any Subsidiary or affiliate of the Company;



(g)

the future value of the Shares subject to the PRSU is unknown and cannot be predicted with certainty;



(h)

subject to Section 3(a) of this Agreement, in the event of involuntary termination of the Participant's employment (whether or not in breach of local labor laws), the Participant's right to receive the PRSU under the Program, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the PRSU;



(i)

for Participants who reside outside the U.S., the following additional provisions shall apply:



(i)

the PRSU and any Shares acquired under the Program are not intended to replace any pension rights or compensation;



(ii)

PRSU and the underlying Shares are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer and are outside the scope of Participant's employment contract, if any; such items shall not be included in or part of any for any calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; and

7

(iii)

no claim or entitlement to compensation or damages shall arise from forfeiture of the PRSU resulting from termination of the Participant's employment by the Company or the Employer (whether or not in breach of local labor laws) and in consideration of the grant of the PRSU to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or the Employer, waives his or her ability, if any, to bring any such claim and releases the Company and the Employer from any such claim, if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Program, the Participant shall be deemed to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims.

15.    No Advice Regarding Grant.    The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the Program, or his or her acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant's participation in the Program before taking any action related to the Program.

16.    Data Privacy Notice and Consent.This Section 16 applies if the Participant resides outside the U.S. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Agreement and any other grant materials, by and among, as applicable, the Employer, the Company and any Subsidiary or affiliate of the Company for the exclusive purpose of implementing, administering and managing the Participant's participation in the Program.

The Participant understands that the Company and the Employer hold certain personal information about him or her, including, but not limited to, his or her name, home address and telephone number, date of birth, social insurance number or other identification numbers, salary, nationality, job title, any Shares or directorships held in the Company, details of all PRSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant's favor, for the purpose of implementing, administering and managing the Program ("Data"). The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Program (presently or in the future), that these recipients may be located in Participant's country or elsewhere (e.g., the United States), and that the recipient's country may have different data privacy laws and protections than the Participant's country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative.

The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant's participation in the Program, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Shares received upon vesting of the PRSUs may be deposited. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant's participation in the Program. Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Participant understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate in the Program. For more information on the consequences of his or her refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

17.    Severability.    The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

8

18.    Governing Law and Venue.    To the extent not preempted by U.S. federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, U.S.A.

        For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award, the Program or the Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted in the courts of Orange County, California, or the federal courts for the United States for the Central District of California, and no other courts, where this grant is made and/or to be performed.

19.    Language.    If the Participant has received this Agreement or any other document related to the Program translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

20.    Electronic Delivery.    The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Program by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Program through an online or electronic system established and maintained by the Company or a third party designated by the Company.

21.    Appendix.    Notwithstanding any provisions in this Agreement, the PRSU shall be subject to any special terms and conditions for the Participant's country set forth in the Appendix. Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country shall apply to the Participant, to the extent that the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate administration of the Program.

22.    Imposition of Other Requirements.    The Company reserves the right to impose other requirements on the Participant's participation in the Program, on the PRSU and on any Shares acquired at vesting of the PRSU, to the extent the Company determines it is necessary or advisable to comply with local law or facilitate the administration of the Program, and to require the Participant to accept any additional agreements or undertakings that may be necessary to accomplish the foregoing.

*    *    *    *

By the Participant's electronic acceptance of the Agreement and participation in the Program, the Participant agrees that this PRSU is granted under and governed by the terms and conditions of the Program and this Agreement, including the Appendix and the Statement.

9

APPENDIX
ADDITIONAL TERMS AND CONDITIONS OF THE
EDWARDS LIFESCIENCES CORPORATION
GLOBAL PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT

Terms and Conditions

        This Appendix includes additional terms and conditions that govern the PRSU granted to the Participant under the Program if the Participant resides in one of the non-U.S. countries listed below. Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Program and/or the Agreement.

Notifications

        This Appendix also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to his or her participation in the Program. The information is based on the securities, exchange control and other laws in effect in the respective countries as of December 2010. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix as the only source of information relating to the consequences of his or her participation in the Program because the information may be out of date at the time that the PRSU vests or the Participant sells Shares acquired under the Program.

        In addition, the information contained herein is general in nature and may not apply to the Participant's particular situation and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant's country may apply to his or her situation.

        Finally, the Participant understands that if the Participant is a citizen or resident of a country other than the one in which the Participant is currently working, transfers employment after the Date of Grant, or is considered a resident of another country for local law purposes, the information contained herein may not apply to the Participant and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.

AUSTRALIA

Terms and Conditions

        Award Payable Only in Shares.    The grant of this PRSU does not provide the Participant with a right to receive a cash payment; this PRSU is payable only in Shares.

Notifications

        Securities Law Information.    If the Participant acquires Shares pursuant to the PRSU and offers the Shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. The Participant should obtain legal advice on disclosure obligations prior to making any such offer.

AUSTRIA

Notifications

        Exchange Control Notification.    If the Participant holds Shares acquired under the Program outside of Austria (even if he or she holds them outside of Austria with an Austrian bank), the Participant understands that he or she must submit an annual report to the Austrian National Bank using the form "Standmeldung/Wertpapiere." An exemption applies if the value of the securities held

10

outside Austria as of December 31 does not exceed €5,000,000 or the value of the securities as of any quarter does not exceed €30,000,000. If the former threshold is exceeded, the annual reporting obligations are imposed, whereas if the latter threshold is exceeded, then quarterly reports must be submitted. The annual reporting date is December 31; the deadline for filing the annual report is March 31 of the following year.

        When the Shares are sold, there may be exchange control obligations if the cash received is held outside Austria. If the transaction value of all cash accounts abroad is less than €3,000,000, no ongoing reporting requirements apply. However, if the transaction volume of all of the Participant's cash accounts abroad exceeds €3,000,000, then the movements and the balance of all accounts must be reported monthly, as of the last day of the month, on or before the 15th day of the following month, using the form "Meldungen SI-Forderungen und/oder SI-Verpflichtungen."

        Consumer Protection Act Notification.    The Participant understands that he or she may be entitled to revoke the Agreement on the basis of the Austrian Consumer Protection Act (the "Act") under the conditions listed below, if the Act is considered to be applicable to the Agreement and the Program:

(i)

the revocation is made within one week after he or she accepts the Agreement; and



(ii)

the revocation must be in written form to be valid. Provided the revocation is sent within the period discussed above, it is sufficient if the Participant returns the Agreement to the Company or the Company's representative with language that can be understood as his or her refusal to honor the Agreement.

BELGIUM

Notifications

        Tax Compliance.    The Participant is required to report any taxable income attributable to the PRSU on the Participant's annual tax return. In addition, the Participant is required to report any bank accounts opened and maintained outside Belgium on the Participant's annual tax return.

BRAZIL

Terms and Conditions

        Compliance with Law.    By accepting the PRSU, the Participant agrees to comply with applicable Brazilian laws and pay any and all Tax-Related Items associated with the vesting of the PRSU and the sale of Shares obtained pursuant to the PRSU.

Notifications

        Exchange Control Notification.    If the Participant holds assets and rights outside Brazil with an aggregate value equal to exceeding US$100,000, then the Participant will be required to prepare and submit to the Central Bank of Brazil an annual declaration of such assets and rights. Assets and rights that must be reported include Shares acquired under the Program. Please note that foreign individuals holding Brazilian visas are considered Brazilian residents for purposes of this reporting requirement and must declare at least the assets held abroad that were acquired subsequent to the date of admittance as a resident of Brazil.

CANADA

Terms and Conditions

        Termination of Employment.    This provision supplements Section 14(h) of the Agreement.

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        In the event of involuntary termination of his or her employment (whether or not in breach of local labor laws), the Participant's right to receive any PRSU and vest under the Program, if any, will terminate effective as of (1) the date that the Participant is no longer actively employed by the Company or the Employer, or at the discretion of the Committee, (2) the date the Participant receives notice of termination of employment from the Employer, if earlier than (1), regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to statutory law, regulatory law and/or common law); the Company shall have the exclusive discretion to determine when the Participant is no longer employed for purposes of the PRSU.

        Data Privacy.    The following provision will apply if the Participant is a resident of Quebec and supplements Section 16 of the Agreement:

        The Participant hereby authorizes the Company and the Company's representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Program. The Participant further authorizes the Company and any Subsidiary or affiliate and the Program administrator to disclose and discuss the Program with their advisors. The Participant further authorizes the Employer to record such information and to keep such information in the Participant's employee file.

        French Language Provision.    The following provision will apply if the Participant is a resident of Quebec:

        The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.

Notification

        Securities Law Notice.    The Participant is permitted to sell Shares acquired through the Program through the designated broker appointed under the Program, if any, provided the resale of Shares acquired under the Program takes place outside of Canada through the facilities of a stock exchange on which the shares are listed. The Company's Shares are currently listed on the New York Stock Exchange.

CHINA

Terms and Conditions

        Immediate Sale of Shares.    This provision supplements Section 2 of the Agreement:

        Due to regulatory requirements in the PRC, upon the vesting and settlement of the PRSU, the Participant agrees to the immediate sale of any Shares to be issued. The Participant further agrees that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such Shares (on the Participant's behalf pursuant to this authorization), and the Participant expressly authorizes the Company's designated broker to complete the sale of such Shares. The Participant acknowledges that the Company's designated broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the Shares, the Company agrees to pay the cash proceeds from the sale, less any brokerage fees or commissions, to the Participant in accordance with any applicable exchange control laws and regulations and provided any liability for Tax-Related Items resulting from the vesting of the PRSU has been satisfied.

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        Exchange Control Requirements.    Due to exchange control laws in the PRC, if the Participant is a PRC national, he or she will be required to immediately repatriate the cash proceeds from the sale of the Shares to the PRC. The Participant understands and agrees that such cash proceeds may need to be repatriated to the PRC through a special exchange control account established by the Company, a Subsidiary, or the Employer, and the Participant hereby consents and agrees that any proceeds from the sale of Shares may be transferred to such special account prior to being received by him or her.

        The Participant further understands and agrees that there will be a delay between the date the Shares are sold and the date the cash proceeds are distributed to the Participant. The Participant also understands and agrees that the Company is not responsible for any currency fluctuation that may occur between the date the Shares are sold and the date the cash proceeds are distributed to the Participant.

        The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with exchange control requirements in the PRC.

CZECH REPUBLIC

Notifications

        Exchange Control Information.    The Czech National Bank may require the Participant to fulfill certain notification duties in relation to the PRSU and the opening and maintenance of a foreign account. However, because exchange control regulations change frequently and without notice, the Participant should consult the Participant's personal legal advisor prior to the vesting of the PRSU to ensure compliance with current regulations. It is the Participant's responsibility to comply with applicable Czech exchange control laws.

DENMARK

Terms and Conditions

        Nature of Grant.    This provisions supplements Section 14 of the Agreement:

        By accepting the PRSU, the Participant acknowledges, understands and agrees that this grant relates to future services to be performed and is not a bonus or compensation for past services.

Notifications

        Exchange Control and Tax Notification.    The Participant may hold Shares acquired under the Program in a safety-deposit account (e.g., a brokerage account) either with a Danish bank or with an approved foreign broker or bank. If the Shares are held with a foreign broker or bank, then the Participant is required to inform the Danish Tax Administration about the safety-deposit account. For this purpose, the Participant must file a Form V (Erklaering V) with the Danish Tax Administration. Both the Participant and the broker or bank must sign the Form V. By signing the Form V, the broker or bank undertakes an obligation, without further request each year, to forward information to the Danish Tax Administration concerning the Shares in the account. By signing the Form V, the Participant authorizes the Danish Tax Administration to examine the account.

        In addition, if the Participant opens a brokerage account (or a deposit account with a U.S. bank), then the brokerage account (or bank account, as applicable) will be treated as a deposit account because cash can be held in the account. Therefore, the Participant must also file a Form K (Erklaering K) with the Danish Tax Administration. Both the Participant and the broker must sign the Form K. By signing the Form K, the broker undertakes an obligation, without further request each year, to forward information to the Danish Tax Administration concerning the content of the deposit account. By signing the Form K, the Participant authorizes the Danish Tax Administration to examine the account.

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DOMINICAN REPUBLIC

        There are no country-specific provisions.

DUBAI

        There are no country-specific provisions.

FINLAND

        There are no country-specific provisions.

GERMANY

Notifications

        Exchange Control Information.    Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. If the Participant uses a German bank to transfer a cross-border payment in excess of €12,500 (e.g., proceeds from the sale of Shares acquired under the Program), the bank will make the report for the Participant. In addition, the Participant must report any receivables, payables, or debts in foreign currency exceeding an amount of €5,000,000 on a monthly basis.

GREECE

        There are no country-specific provisions.

INDIA

Notifications

        Exchange Control Information.    The Participant understands that he or she must repatriate any proceeds from the sale of Shares acquired under the Program to India and convert the proceeds into local currency within 90 days of receipt. The Participant will receive a foreign inward remittance certificate ("FIRC") from the bank where the Participant deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation.

IRELAND

Notifications

        Director Notification Obligation.    If the Participant is a director, shadow director or secretary of an Irish Subsidiary of the Company, then the Participant is subject to certain notification requirements under Section 53 of the Companies Act. Among these requirements is an obligation to notify the Irish Subsidiary in writing within five (5) business days when the Participant receives an interest (e.g., PRSUs, Shares) in the Company and the number and class of shares or rights to which the interest relates. In addition, the Participant must notify the Irish Subsidiary within five (5) business days when the Participant sells Shares acquired under the Program. This notification requirement also applies to any rights or Shares acquired by the Participant's spouse or children (under the age of 18).

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ITALY

Terms and Conditions

        Data Privacy.    This provision replaces in its entirety Section 16 of the Agreement:

        Data Privacy Notice.The Participant understands that the Employer and/or the Company holds certain personal information about the Participant, including, but not limited to, his or her name, home address and telephone number, date of birth, national insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all PRSUs or other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in his or her favor ("Data"), for the purpose of implementing, administering and managing the Program. The Participant is aware that providing the Company with his or her Data is necessary for the performance of the Agreement and that his or her refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect his or her ability to participate in the Program.

The Controller of personal data processing is Edwards Lifesciences Corporation, One Edwards Way, Irvine, California 92614, U.S.A., and, pursuant to D.lgs 196/2003, its representative in Italy is Marianna Lupo with registered office at Edwards Lifesciences Italia SpA Via Patecchio, 4, 20141 Milan Italy. The Participant understands that Data may be transferred to third parties assisting in the implementation, administration and management of the Program, including any transfer required to a broker or other third party with whom cash from the sale of Shares acquired pursuant to this PRSU may be deposited. Furthermore, the recipients that may receive, possess, use, retain and transfer such Data for the above mentioned purposes may be located in the Participant's country, or elsewhere, including outside of the European Union and the recipient's country may have different data privacy laws and protections than his or her country. The processing activity, including the transfer of the Participant's personal data abroad, out of the European Union, as herein specified and pursuant to applicable laws and regulations, does not require the Participant's consent thereto as the processing is necessary for the performance of contractual obligations related to the implementation, administration and management of the Program. The Participant understands that Data processing relating to the purposes above specified shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to D.lgs. 196/2003.

The Participant understands that Data will be held only as long as is required by law or as necessary to implement, administer and manage his or her participation in the Program. The Participant understands that, pursuant to art 7 of D.lgs 196/2003, the Participant has the right, including but not limited to, access, delete, update, request the rectification of his or her Data and cease, for legitimate reasons, the Data processing. Furthermore, the Participant is aware that his or her Data will not be used for direct marketing purposes. In addition, the Data provided can be reviewed and questions or complaints can be addressed by contacting the Participant's local human resources representative.

        Grant Terms Acknowledgment.    By accepting the PRSU, the Participant acknowledges that the Participant has received a copy of the Program and the Agreement and have reviewed the Program and the Agreement, including this Appendix, in their entirety and fully understand and accept all provisions of the Program and the Agreement, including this Appendix. The Participant further acknowledges having read and specifically approves the following sections of the Agreement: Section 11 (Responsibility for Taxes), Section 13 (Miscellaneous), Section 14 (Nature of Grant), Section 18 (Governing Law and Venue), Section 22 (Imposition of Other Requirements), and the Data Privacy provision contained in this Appendix.

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Notifications

        Exchange Control Information.    The Participant is required to report in the Participant 's annual tax return: (a) any transfers of cash or Shares to or from Italy exceeding €10,000 or the equivalent amount in U.S. dollars; and (b) any foreign investments or investments (including proceeds from the sale of Shares acquired under the Program) held outside of Italy exceeding €10,000 or the equivalent amount in U.S. dollars, if the investment may give rise to income in Italy. The Participant is exempt from the formalities in (a) if the investments are made through an authorized broker resident in Italy, as the broker will comply with the reporting obligation on the Participant's behalf.

JAPAN

        There are no country-specific provisions.

KOREA

        There are no country-specific provisions.

MALAYSIA

Notifications

        Malaysian Insider Trading Notification.    The Participant should be aware of the Malaysian insider-trading rules, which may impact the Participant's acquisition or disposal of Shares or rights to Shares (e.g., PRSUs) under the Program. Under the Malaysian insider-trading rules, the Participant is prohibited from acquiring or selling Shares or rights to Shares (e.g., PRSUs) when the Participant is in possession of information which is not generally available and which the Participant knows or should know will have a material effect on the price of Shares once such information is generally available.

        Director Notification Obligation.    If the Participant is a director of the Company's Malaysian Subsidiary, the Participant is subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian Subsidiary in writing when the Participant receives or disposes of an interest (e.g., PRSUs or Shares) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.

MEXICO

Terms and Conditions

        Labor Law Acknowledgement.    In accepting the PRSU, the Participant expressly recognizes that the Company with registered offices at One Edwards Way, Irvine, California 92614, U.S.A., is solely responsible for the administration of the Program and that his or her participation in the Program and acquisition of Shares does not constitute an employment relationship between the Participant and the Company since the Participant is participating in the Program on a wholly commercial basis and his or her sole Employer is Edwards Lifesciences México S.A. de C.V. ("Edwards Mexico") with registered offices at Av. Santa Fé 505—Oficina 203, Col. Cruz Manca Santa Fé, Cuajimalpa, México D.F. C.P. 05349. Based on the foregoing, the Participant expressly recognizes that the Program and the benefits that the Participant may derive from participating in the Program do not establish any rights between the Participant and the Employer, Edwards Mexico, and do not form part of the employment conditions and/or benefits provided by Edwards Mexico and any modification of the Program or its termination shall not constitute a change or impairment of the terms and conditions of his or her employment.

16

        The Participant further understands that his or her participation in the Program is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue the Participant's participation at any time without any liability to the Participant.

        Finally, the Participant hereby declares that the Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Program or the benefits derived under the Program, and the Participant therefore grants a full and broad release to the Company, its Subsidiaries, branches, representation offices, shareholders, officers, agents or legal representatives with respect to any claim that may arise.

Reconocimiento de Ausencia de Relación Laboral y Declaración de la Política

Al aceptar el Opción, usted expresamente recononce que la Compañía y sus oficinas registradas en One Edwards Way, Irvine, California 92614, U.S.A., es el único responsable de la administración del Program y que su participación en el mismo y la compra de Acciones no constituye de ninguna manera una relación laboral entre usted y la Compañía, toda vez que su participación en el Program deriva únicamente de una relación comercial con Edwards Lifesciences México S.A. de C.V. («Edwards México») y sus oficinas registradas en Av. Santa Fé 505—Oficina 203, Col. Cruz Manca Santa Fé, Cuajimalpa, México D.F. C.P. 05349. Derivado de lo anterior, usted expresamente reconoce que el Program y los beneficios que pudieran derivar del mismo no establecen ningún derecho entre usted y su Empleador, Edwards México, y no forman parte de las condiciones laborales y/o prestaciones otorgadas por Edwards México, y expresamente usted reconoce que cualquier modificación al Program o la terminación del mismo de manera alguna podrá ser interpretada como una modificación de sus condiciones de trabajo.

Asimismo, usted entiende que su participación en el Program es el resultado de una decisión unilateral y discrecional de la Compañía, por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o terminar su participación en cualquier momento, sin ninguna responsabilidad hacia usted.

Finalmente, usted manifiesta que no se reserva ninguna acción o derecho que origine una demanda en contra de la Compañía, por cualquier compensación o daño en relación con cualquier disposición del Program o de los beneficios derivados del mismo, y en consecuencia usted otorga un amplio y total finiquito a la Compañía, sus afiliadas, sucursales, oficinas de representación, accionistas, directores, agentes y representantes legales con respecto a cualquier demanda que pudiera surgir.

NETHERLANDS

Terms and Conditions

        Labor Law Acknowledgment.    By accepting the PRSU, the Participant acknowledges that: (i) the PRSU is intended as an incentive to remain employed with the Employer and is not intended as remuneration for labor performed; and (ii) the PRSU is not intended to replace any pension rights or compensation.

Notifications

        Securities Law Acknowledgment.    The Participant should be aware of the Dutch insider-trading rules, which may impact the sale of Shares issued upon vesting of the PRSU. In particular, the Participant may be prohibited from effectuating certain transactions if the Participant has inside information about the Company.

        Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has "inside information" related to an issuing company is prohibited from effectuating a transaction in securities in or from the Netherlands. "Inside information" is defined as knowledge of specific information concerning the issuing company to which the securities relate or the trade in securities issued by such company, which

17

has not been made public and which, if published, would reasonably be expected to affect the share price, regardless of the development of the price. The insider could be any employee of any Subsidiary in the Netherlands who has inside information as described herein.

        Given the broad scope of the definition of inside information, certain employees working at a Subsidiary in the Netherlands may have inside information and, thus, would be prohibited from effectuating a transaction in securities in the Netherlands at a time when the employee has such inside information.

If the Participant is uncertain whether the insider-trading rules apply to him or her, then the Participant should consult with his or her personal legal advisor.

NEW ZEALAND

        There are no country-specific provisions.

NORWAY

        There are no country-specific provisions.

POLAND

Notifications

        Exchange Control Information.    Polish residents holding foreign securities (including Shares) and maintaining accounts abroad must report information to the National Bank of Poland on transactions and balances of the securities and cash deposited in such accounts if the value of such transactions or balances exceeds €15,000. If required, the reports are due on a quarterly basis by the 20th day following the end of each quarter. The reports are filed on special forms available on the website of the National Bank of Poland.

PORTUGAL

        There are no country-specific provisions.

PUERTO RICO

        There are no country-specific provisions.

SINGAPORE

Notifications

        Securities Law Notification.    The PRSU was granted to the Participant pursuant to the "Qualifying Person" exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) ("SFA"). Neither the Agreement nor the Program have been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that his or her PRSU is subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale of the Shares in Singapore, or any offer of such subsequent sale of the Shares underlying the PRSU unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).

        Director Notification.    If the Participant is a director, associate director or shadow director of a Subsidiary, then the Participant is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore Subsidiary in writing when the Participant receives an interest (e.g., PRSUs, Shares) in the Company or any related

18

company. In addition, the Participant must notify the Singapore Subsidiary when the Participant sells Shares of the Company or any related company (including when the Participant sells Shares acquired under the Program). These notifications must be made within two (2) business days of acquiring or disposing of any interest in the Company or any related company. In addition, a notification must be made of the Participant's interests in the Company or any related company within two (2) business days of becoming a director.

SOUTH AFRICA

Terms and Conditions

        Responsibility for Taxes.    The following provision supplements Section 11 of the Agreement:

        By accepting the PRSU, the Participant agrees that, immediately upon vesting and settlement of the PRSU, the Participant will notify the Employer of the amount of any gain realized. If the Participant fails to advise the Employer of the gain realized upon vesting and settlement, the Participant may be liable for a fine. The Participant will be solely responsible for paying any difference between the actual tax liability and the amount withheld by the Employer.

Notifications

        Exchange Control Information.    To participate in the Program, the Participant must comply with exchange control regulations and rulings in South Africa and neither the Company nor the Employer will be liable for any fines or penalties resulting from the Participant's failure to comply with applicable laws. Because no transfer of funds from South Africa is required under the PRSU, no filing or reporting requirements should apply when the PRSU is granted or when Shares are issued upon vesting and settlement of the PRSU, nor should the PRSU or the underlying Shares count towards the ZAR4,000,000 lifetime offshore investment limit. However, because the exchange control regulations are subject to change, the Participant should consult the Participant's personal advisor prior to vesting and settlement of the PRSU to ensure compliance with current regulations.

SPAIN

Terms and Conditions

        Nature of Grant.    The following provision supplements Section 14 of the Agreement:

        By accepting the PRSU, the Participant consents to participation in the Program and acknowledge that the Participant has received a copy of the Program.

        The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant PRSUs under the Program to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is limited and entered into based upon the express assumption and condition that any PRSUs will not economically or otherwise bind the Company or any parent, Subsidiary or affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the PRSU is granted on the assumption and condition that the PRSU shall not become part of any employment contract (whether with the Company or any parent, Subsidiary or affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the PRSU, which is gratuitous and discretionary, since the future value of the PRSU and the underlying Shares is unknown and unpredictable. The Participant also understands that this grant of PRSUs would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges

19

and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, then the grant of this PRSU shall be null and void.

        Further, this PRSU is a conditional right to Shares and can be forfeited in the case of, or affected by, the Participant's termination of employment. This will be the case, for example, even if (1) the Participant is considered to be unfairly dismissed without good cause; (2) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Participant terminates employment due to a change of work location, duties or any other employment or contractual condition; (4) the Participant terminates employment due to unilateral breach of contract of the Company or any of its Subsidiaries; or (5) the Participant's employment terminates for any other reason whatsoever, except for Cause. Consequently, upon termination of the Participant's employment for any of the reasons set forth above, the Participant may automatically lose any rights to the unvested PRSU granted to the Participant as of the date of his or her termination of employment, as described in the Program and the Agreement.

Notifications

        Exchange Control Information.    The Participant must declare the acquisition of Shares to the Dirección General de Política Comercial e Inversiones Exteriores ("DGPCIE") of the Ministerio de Economia for statistical purposes. The Participant must also declare the ownership of any Shares with the Directorate of Foreign Transactions each January while the Shares are owned. In addition, if the Participant wishes to import the share certificates into Spain, the Participant must declare the importation of such securities to the DGPCIE.

        When receiving foreign currency payments derived from the ownership of Shares (i.e., sale proceeds), the Participant must inform the financial institution receiving the payment of the basis upon which such payment is made. The Participant will need to provide the following information: (i) the Participant's name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment and the currency used; (iv) the country of origin; (v) the reasons for the payment; and (vi) further information that may be required.

        Securities Law Notification.    The grant of the PRSU and the Shares issued pursuant to the vesting of the PRSU are considered a private placement outside of the scope of Spanish laws on public offerings and issuances of securities.

SWEDEN

        There are no country-specific provisions.

SWITZERLAND

Notifications

        Securities Law Notification.    The grant of the PRSU is considered a private offering in Switzerland; therefore, it is not subject to registration in Switzerland.

TAIWAN

Notifications

        Exchange Control Information.    The Participant may acquire and remit foreign currency (including proceeds from the sale of Shares) into Taiwan up to US$5,000,000 per year. If the transaction amount is TWD$500,000 or more in a single transaction, the Participant must submit a foreign exchange transaction form and also provide supporting documentation to the satisfaction of the remitting bank.

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        If the transaction amount is US$500,000 or more, the Participant may be required to provide additional supporting documentation to the satisfaction of the remitting bank. The Participant should consult his or her personal advisor to ensure compliance with applicable exchange control laws in Taiwan.

THAILAND

Notifications

        The Participant must immediately repatriate the proceeds from the sale of Shares to Thailand and convert the funds to Thai Baht within 360 days of receipt. If the repatriated amount is US$20,000 or more, the Participant must report the inward remittance by submitting the Foreign Exchange Transaction Form to the authorized agent.

UNITED KINGDOM

Terms and Conditions

        Award Payable Only in Shares.    The grant of the PRSU does not provide the Participant with a right to receive a cash payment; the PRSU is payable only in Shares.

        Responsibility for Taxes.    The following supplements Section 11 of the Agreement:

        If payment or withholding of the income tax due is not made within ninety (90) days of the event giving rise to the liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the "Due Date"), the amount of any uncollected income tax liability shall constitute a loan owed by the Participant to the Employer, effective as of the Due Date. The Participant agrees that the loan will bear interest at the then-current official rate of Her Majesty's Revenue & Customs ("HMRC"), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section 11 of the Agreement.

        Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Participant shall not be eligible for a loan from the Company to cover the Tax-Related Items. In the event that the Participant is a director or executive officer and Tax-Related Items are not collected from or paid by the Participant by the Due Date, the amount of any uncollected tax liability will constitute a benefit to the Participant on which additional income tax and National Insurance contributions ("NICs") will be payable. The Participant understands that he or she will be responsible for reporting any income tax and NICs due on this additional benefit directly to HMRC under the self-assessment regime.

21

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Exhibit 10.1

Performance-Based Restricted Stock Unit Award Statement
APPENDIX ADDITIONAL TERMS AND CONDITIONS OF THE EDWARDS LIFESCIENCES CORPORATION GLOBAL PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT

EX-31.1

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Exhibit 31.1

EDWARDS LIFESCIENCES CORPORATION
CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Michael A. Mussallem, 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: August 7, 2012 By: /s/ MICHAEL A. MUSSALLEM
Michael A. Mussallem
Chairman of the Board and
Chief Executive Officer

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Exhibit 31.1

EX-31.2

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Exhibit 31.2

EDWARDS LIFESCIENCES CORPORATION
CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Thomas M. Abate, 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: August 7, 2012 By: /s/ THOMAS M. ABATE
Thomas M. Abate
Corporate Vice President,
Chief Financial Officer
(Chief Accounting Officer)

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Exhibit 31.2

EX-32

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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 June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Michael A. Mussallem, Chairman of the Board and Chief Executive Officer of the Company, and Thomas M. Abate, 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.

August 7, 2012	/s/ MICHAEL A. MUSSALLEM Michael A. Mussallem Chairman of the Board and Chief Executive Officer
August 7, 2012	/s/ THOMAS M. ABATE Thomas M. Abate Corporate Vice President, Chief Financial Officer (Chief Accounting Officer)

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Exhibit 32

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INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Available-for-sale investments
Cost	$ 0.4	$ 2.0
Unrealized gains	1.9	1.3
Fair value of available-for-sale investments	2.3	3.3
Equity method investments
Cost	13.2	12.6
Equity in losses		(0.7)
Carrying value of equity method investments	13.2	11.9
Cost method investments
Carrying value of cost method investments	6.6	6.6
Total investments in unconsolidated affiliates	22.1	21.8
Proceeds from sales of available-for-sale investments	2.1
Realized pre-tax gains on sales of available-for-sale investments	$ 0.4

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RESTATEMENT OF UNAUDITED INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Mar. 31, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Dec. 31, 2010
Balance Sheets
Cash and cash equivalents	$ 325.2	$ 304.3	$ 175.6	$ 171.2	$ 396.1
Short-term investments	108.6	201.7	292.6	279.3
Total	433.8		468.2
Cash flows from investing activities
Purchases of short-term investments	(105.6)	(246.6)	(304.3)
Proceeds from short-term investments		315.8	14.6
Net cash used in investing activities	(158.1)	25.7	(353.5)
Effect of currency exchange rate changes on cash and cash equivalents	12.8	(0.5)	18.0
Net increase (decrease) in cash and cash equivalents	(70.9)	133.1	(220.5)
Cash and cash equivalents at end of period	325.2	304.3	175.6	171.2	396.1
Cash flows from operating activities
Excess tax benefit from stock plans		(43.0)	(11.2)
Net cash provided by operating activities		116.1	99.4
Cash flows from financing activities
Excess tax benefit from stock plans		43.0	11.2
Net cash provided by financing activities		(8.2)	15.6
Minimum
Maturity period of bank time deposit (in month/year)		3
Maximum
Maturity period of bank time deposit (in month/year)		1
As Reported
Balance Sheets
Cash and cash equivalents	433.8		468.2
Total	433.8		468.2
Cash flows from investing activities
Net cash used in investing activities	(52.5)		(63.8)
Effect of currency exchange rate changes on cash and cash equivalents	15.8		20.9
Net increase (decrease) in cash and cash equivalents	37.7		72.1
Cash and cash equivalents at end of period	433.8		468.2
Cash flows from operating activities
Excess tax benefit from stock plans			(36.4)
Net cash provided by operating activities			74.2
Cash flows from financing activities
Excess tax benefit from stock plans			36.4
Net cash provided by financing activities			$ 40.8

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COMMITMENTS AND CONTINGENCIES (Details) (CoreValve, Inc., USD $) In Millions, unless otherwise specified	Apr. 30, 2010
CoreValve, Inc.
LEGAL PROCEEDINGS
Amount awarded in damages	$ 73.9

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STOCK-BASED COMPENSATION (Details 2) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012 Y	Jun. 30, 2011 Y	Jun. 30, 2012 Y	Jun. 30, 2011 Y
Option Awards
Employee and Director Stock Plans
Options granted (in shares)			1,000,000
Weighted-average exercise price of options granted (in dollars per share)	$ 85.14		$ 85.14
Weighted-average assumptions for options and ESPP subscriptions granted
Risk-free interest rate (as a percent)	0.70%	1.60%	0.70%	1.70%
Expected volatility (as a percent)	31.40%	27.60%	31.30%	27.40%
Expected term (in years)	4.6	4.4	4.6	4.5
Fair value (in dollars per share)	$ 23.60	$ 22.80	$ 23.44	$ 22.87
ESPP
Weighted-average assumptions for options and ESPP subscriptions granted
Risk-free interest rate (as a percent)	0.20%	0.30%	0.10%	0.20%
Expected volatility (as a percent)	35.70%	29.80%	31.40%	25.30%
Expected term (in years)	0.7	0.7	0.6	0.7
Fair value (in dollars per share)	$ 19.30	$ 21.30	$ 17.63	$ 18.91
Restricted stock units
Employee and Director Stock Plans
Restricted stock units granted (in shares)			200,000
Weighted-average assumptions for options and ESPP subscriptions granted
Fair value (in dollars per share)			$ 83.57
MRSUs
Employee and Director Stock Plans
Restricted stock units granted (in shares)			47,275
Performance period (in years)			3 years
Weighted-average assumptions for options and ESPP subscriptions granted
Risk-free interest rate (as a percent)			0.30%
Expected volatility (as a percent)			30.40%
Fair value (in dollars per share)			$ 109.78
MRSUs | Minimum
Employee and Director Stock Plans
Percentage of targeted number of shares granted			0.00%
MRSUs | Maximum
Employee and Director Stock Plans
Percentage of targeted number of shares granted			175.00%

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SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2012

SEGMENT INFORMATION

Information about reportable segments

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Segment Net Sales
United States	$	207.0	$	151.3	$	393.6	$	300.4
Europe		150.4		142.3		301.2		280.1
Japan		73.5		57.2		143.3		114.6
Rest of world		57.0		53.5		109.7		97.8
Total segment net sales	$	487.9	$	404.3	$	947.8	$	792.9
Segment Pre-Tax Income
United States	$	119.3	$	79.6	$	221.0	$	160.9
Europe		64.1		62.4		131.8		124.8
Japan		37.9		28.0		73.7		55.3
Rest of world		16.0		17.1		29.2		29.4
Total segment pre-tax income	$	237.3	$	187.1	$	455.7	$	370.4

Reconciliations of segment net sales to consolidated net sales and segment pre-tax income to consolidated pre-tax income

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net Sales Reconciliation
Segment net sales	$	487.9		$	404.3		$	947.8		$	792.9
Foreign currency		(5.9	)		26.9			(6.6	)		42.8
Consolidated net sales	$	482.0		$	431.2		$	941.2		$	835.7
Pre-Tax Income Reconciliation
Segment pre-tax income	$	237.3		$	187.1		$	455.7		$	370.4
Unallocated amounts:
Corporate items		(141.3	)		(116.6	)		(271.7	)		(220.4	)
Special charges		(7.0	)		(4.0	)		(7.0	)		(4.0	)
Interest income, net		0.1			0.3			0.1			0.3
Foreign currency		0.8			6.0			(1.6	)		11.1
Consolidated pre-tax income	$	89.9		$	72.8		$	175.5		$	157.4

Enterprise-wide information

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
	(in millions)
Net Sales by Geographic Area
United States	$	207.0	$	151.3	$	393.6	$	300.4
Europe		146.5		151.7		295.3		291.2
Japan		72.3		69.8		143.1		139.1
Rest of world		56.2		58.4		109.2		105.0
	$	482.0	$	431.2	$	941.2	$	835.7
Net Sales by Major Product and Service Area
Surgical Heart Valve Therapy	$	200.5	$	205.1	$	404.1	$	403.4
Transcatheter Heart Valves		145.8		85.3		267.3		158.0
Critical Care		135.7		140.8		269.8		274.3
	$	482.0	$	431.2	$	941.2	$	835.7

	June 30, 2012		December 31, 2011
	(in millions)
Long-Lived Tangible Assets by Geographic Area
United States	$	232.9	$	223.0
International		108.7		105.9
	$	341.6	$	328.9

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OTHER INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2012

OTHER INTANGIBLE ASSETS

Schedule of other intangible assets

	June 30, 2012							December 31, 2011
	Cost		Accumulated Amortization			Net Carrying Value		Cost		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets
Patents	$	207.7	$	(163.4	)	$	44.3	$	205.9	$	(158.4	)	$	47.5
Unpatented technology		38.6		(31.9	)		6.7		39.3		(31.3	)		8.0
Other		11.8		(7.4	)		4.4		12.0		(6.9	)		5.1
		258.1		(202.7	)		55.4		257.2		(196.6	)		60.6
Unamortizable intangible assets
In-process research and development		6.3		—			6.3		6.3		—			6.3
	$	264.4	$	(202.7	)	$	61.7	$	263.5	$	(196.6	)	$	66.9

Schedule of estimated future amortization expense

Estimated amortization expense for each of the years ending December 31 is as follows (in millions):

2012	$	13.3
2013		13.3
2014		11.6
2015		10.5
2016		10.1

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EARNINGS PER SHARE (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Basic:
Net income	$ 67.8	$ 58.1	$ 132.9	$ 122.0
Weighted-average shares outstanding	114.9	114.8	114.5	114.9
Basic earnings per share (in dollars per share)	$ 0.59	$ 0.51	$ 1.16	$ 1.06
Diluted:
Net income	$ 67.8	$ 58.1	$ 132.9	$ 122.0
Weighted-average shares outstanding	114.9	114.8	114.5	114.9
Dilutive effect of stock plans (in shares)	3.5	5.2	3.7	5.3
Dilutive weighted-average shares outstanding	118.4	120.0	118.2	120.2
Diluted earnings per share (in dollars per share)	$ 0.57	$ 0.48	$ 1.12	$ 1.01
Accelerated share repurchase agreement May 2012
Diluted:
Antidilutive securities excluded from the computation of earnings per share (in shares)	0.1		0.1
Stock compensation plan
Diluted:
Antidilutive securities excluded from the computation of earnings per share (in shares)	2.4	1.2	1.8	0.7

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 2) (Foreign currency contracts, Prepaid expenses, USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Foreign currency contracts | Prepaid expenses
Derivatives designated as hedging instruments
Fair value of derivative assets designated as hedging instruments	$ 19.4	$ 12.7

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OTHER INTANGIBLE ASSETS (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Amortizable intangible assets
Cost	$ 258.1	$ 257.2
Accumulated Amortization	(202.7)	(196.6)
Net Carrying Value	55.4	60.6
Unamortizable intangible assets
Gross intangible Assets	264.4	263.5
Total Net Carrying Amount of Intangible Assets	61.7	66.9
In-process research and development (IPR&D)
Unamortizable intangible assets
Net Carrying Value	6.3	6.3
Patents
Amortizable intangible assets
Cost	207.7	205.9
Accumulated Amortization	(163.4)	(158.4)
Net Carrying Value	44.3	47.5
Unamortizable intangible assets
Capitalized legal costs related to the defense and enforcement of issued patents and trademarks	16.5
Unpatented technology
Amortizable intangible assets
Cost	38.6	39.3
Accumulated Amortization	(31.9)	(31.3)
Net Carrying Value	6.7	8.0
Other
Amortizable intangible assets
Cost	11.8	12.0
Accumulated Amortization	(7.4)	(6.9)
Net Carrying Value	$ 4.4	$ 5.1

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SEGMENT INFORMATION (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Segment Net Sales
Net sales	$ 482.0	$ 431.2	$ 941.2	$ 835.7
Segment Pre-tax Income
Total segment pre-tax income	89.9	72.8	175.5	157.4
Unallocated amounts:
Special charges	(7.0)	(4.0)	(7.0)	(4.0)
Interest income, net	0.1	0.3	0.1	0.3
Foreign currency	(5.9)	26.9	(6.6)	42.8
Total segment
Segment Net Sales
Net sales	487.9	404.3	947.8	792.9
Segment Pre-tax Income
Total segment pre-tax income	237.3	187.1	455.7	370.4
United States
Segment Net Sales
Net sales	207.0	151.3	393.6	300.4
Segment Pre-tax Income
Total segment pre-tax income	119.3	79.6	221.0	160.9
Europe
Segment Net Sales
Net sales	150.4	142.3	301.2	280.1
Segment Pre-tax Income
Total segment pre-tax income	64.1	62.4	131.8	124.8
Japan
Segment Net Sales
Net sales	73.5	57.2	143.3	114.6
Segment Pre-tax Income
Total segment pre-tax income	37.9	28.0	73.7	55.3
Rest of World
Segment Net Sales
Net sales	57.0	53.5	109.7	97.8
Segment Pre-tax Income
Total segment pre-tax income	16.0	17.1	29.2	29.4
Unallocated
Unallocated amounts:
Corporate items	(141.3)	(116.6)	(271.7)	(220.4)
Special charges	(7.0)	(4.0)	(7.0)	(4.0)
Interest income, net	0.1	0.3	0.1	0.3
Foreign currency	$ 0.8	$ 6.0	$ (1.6)	$ 11.1

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ACCELERATED SHARE REPURCHASE (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	1 Months Ended			3 Months Ended	6 Months Ended	1 Months Ended		3 Months Ended	6 Months Ended
	May 31, 2012 Accelerated share repurchase agreement February 2012	Mar. 31, 2012 Accelerated share repurchase agreement February 2012	Feb. 29, 2012 Accelerated share repurchase agreement February 2012	Mar. 31, 2012 Accelerated share repurchase agreement February 2012	Jun. 30, 2012 Accelerated share repurchase agreement February 2012	Jun. 30, 2012 Accelerated share repurchase agreement May 2012	May 31, 2012 Accelerated share repurchase agreement May 2012	Jun. 30, 2012 Accelerated share repurchase agreement May 2012	Jun. 30, 2012 Accelerated share repurchase agreement May 2012
Accelerated share repurchase
Purchase price of the entity's common stock agreed to under the ASR agreement			$ 54.0				$ 50.0
Cash payment for share repurchase under ASR agreement		$ 54.0				$ 50.0
Shares received under the ASR agreement during the period	0.1			0.6	0.7	0.5
Initial share value (in dollars per share)		$ 72.40				$ 84.81
Number of shares repurchased as a percentage of the of shares expected to be repurchased under ASR agreement		80.00%				80.00%
Maximum shares receivable during the term of the ASR agreement						0.8		0.8	0.8
Average price paid (in dollars per share)					$ 75.12
Volume-weighted average stock price used to determine the additional shares if contract had settled as of the balance sheet date (in dollars per share)						$ 93.43
Additional shares receivable from the investment bank if contract had been settled as of the balance sheet date								0.1	0.1

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INVENTORIES, NET

6 Months Ended

Jun. 30, 2012

INVENTORIES, NET

INVENTORIES, NET

3.     INVENTORIES, NET

        Inventories, net of reserves, consisted of the following (in millions):

	June 30, 2012		December 31, 2011
Raw materials	$	51.2	$	51.7
Work in process		68.4		66.6
Finished products		145.8		143.0
	$	265.4	$	261.3

        The Company recorded an $8.1 million charge to gross profit due to the voluntary recalls of certain of the Company's heart valves and Critical Care catheters during the quarter. The majority of the affected products were still part of inventory at the time of the recalls.

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 3) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Derivative Instruments, Gain (Loss)
Expected reclassification of gain recorded in accumulated other comprehensive loss into earnings during next twelve months	$ 4.1		$ 4.1
Cost of goods sold
Derivative Instruments, Gain (Loss)
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	9.8	(11.7)	13.4	(26.8)
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income	1.0	(6.7)	(2.7)	(9.9)
Other income, net
Derivative Instruments, Gain (Loss)
Amount of Gain or (Loss) Recognized in Income on Derivative	$ (4.2)	$ (0.7)	$ 0.5	$ (4.3)

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DEFINED BENEFIT PLANS (Tables)

6 Months Ended

Jun. 30, 2012

DEFINED BENEFIT PLANS

Components of net periodic benefit cost

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Service cost	$	1.8		$	1.6		$	3.6		$	3.1
Interest cost		0.6			0.5			1.2			1.0
Expected return on plan assets		(0.3	)		(0.4	)		(0.7	)		(0.7	)
Amortization of actuarial loss, prior service credit and other		0.1			0.1			0.3			0.2
Net periodic pension benefit cost	$	2.2		$	1.8		$	4.4		$	3.6

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

6 Months Ended

Jun. 30, 2012

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Summary of derivative financial instruments used to manage currency exchange rate risk

	June 30, 2012				December 31, 2011
	Notional Amount		Fair Value Asset (Liability)		Notional Amount		Fair Value Asset (Liability)
	(in millions)
Foreign currency forward exchange contracts	$	778.7	$	19.4	$	759.5	$	12.7

Location and fair value amounts of derivative instruments reported in the consolidated balance sheet

		Fair Value
Derivatives designated as hedging instruments	Balance Sheet Location	June 30, 2012		December 31, 2011
Assets
Foreign currency contracts	Prepaid expenses	$	19.4	$	12.7

Effect of derivative instruments on the consolidated statements of operations and consolidated statements of comprehensive income

	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)						Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income
	Three Months Ended June 30,						Three Months Ended June 30,
						Location of Gain or (Loss) Reclassified from Accumulated OCI into Income
Derivatives in cash flow hedging relationships	2012		2011				2012		2011
Foreign currency contracts	$	9.8	$	(11.7	)	Cost of goods sold	$	1.0	$	(6.7	)

	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)						Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income
	Six Months Ended June 30,						Six Months Ended June 30,
						Location of Gain or (Loss) Reclassified from Accumulated OCI into Income
Derivatives in cash flow hedging relationships	2012		2011				2012			2011
Foreign currency contracts	$	13.4	$	(26.8	)	Cost of goods sold	$	(2.7	)	$	(9.9	)

		Amount of Gain or (Loss) Recognized in Income on Derivative
		Three Months Ended June 30,
	Location of Gain or (Loss) Recognized in Income on Derivative
Derivatives not designated as hedging instruments		2012			2011
Foreign currency contracts	Other income, net	$	(4.2	)	$	(0.7	)

		Amount of Gain or (Loss) Recognized in Income on Derivative
		Six Months Ended June 30,
	Location of Gain or (Loss) Recognized in Income on Derivative
Derivatives not designated as hedging instruments		2012		2011
Foreign currency contracts	Other income, net	$	0.5	$	(4.3	)

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DEFINED BENEFIT PLANS (Details) (Defined benefit pension plans, USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Defined benefit pension plans
Components of net periodic benefit cost
Service cost	$ 1.8	$ 1.6	$ 3.6	$ 3.1
Interest cost	0.6	0.5	1.2	1.0
Expected return on plan assets	(0.3)	(0.4)	(0.7)	(0.7)
Amortization of actuarial loss, prior service credit and other	0.1	0.1	0.3	0.2
Net periodic pension benefit cost	$ 2.2	$ 1.8	$ 4.4	$ 3.6

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STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2012

STOCK-BASED COMPENSATION

Stock-based compensation expense

	Three Months Ended June 30				Six Months Ended June 30,
	2012		2011		2012		2011
Cost of goods sold	$	1.2	$	0.9	$	2.3	$	1.7
Selling, general and administrative expenses		8.3		5.6		15.1		11.2
Research and development expenses		1.7		1.3		3.0		2.6
Total stock-based compensation expense	$	11.2	$	7.8	$	20.4	$	15.5

Schedule of weighted-average assumptions for options granted during the period

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Risk-free interest rate		0.7	%		1.6	%		0.7	%		1.7	%
Expected dividend yield		None			None			None			None
Expected volatility		31.4	%		27.6	%		31.3	%		27.4	%
Expected term (years)		4.6			4.4			4.6			4.5
Fair value, per share	$	23.60		$	22.80		$	23.44		$	22.87

Schedule of weighted-average assumptions for ESPP subscriptions granted during the period

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Risk-free interest rate		0.2	%		0.3	%		0.1	%		0.2	%
Expected dividend yield		None			None			None			None
Expected volatility		35.7	%		29.8	%		31.4	%		25.3	%
Expected term (years)		0.7			0.7			0.6			0.7
Fair value, per share	$	19.30		$	21.30		$	17.63		$	18.91

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OTHER COMPREHENSIVE LOSS INCOME (Tables)

6 Months Ended

Jun. 30, 2012

OTHER COMPREHENSIVE (LOSS) INCOME

Summary of tax effect on the components of other comprehensive (loss) income

	Foreign Currency Translation Adjustments			Unrealized Gain (Loss) on Cash Flow Hedges			Unrealized (Loss) Gain on Investments in Unconsolidated Affiliates			Total Other Comprehensive (Loss) Income
Three Months Ended June 30, 2012
Pre-tax period change	$	(31.3	)	$	8.8		$	(0.8	)	$	(23.3	)
Deferred income tax (expense) benefit		—			(3.3	)		0.2			(3.1	)
Net of tax amount	$	(31.3	)	$	5.5		$	(0.6	)	$	(26.4	)
Six Months Ended June 30, 2012
Pre-tax period change	$	(24.1	)	$	16.1		$	0.7		$	(7.3	)
Deferred income tax expense		—			(5.9	)		(0.3	)		(6.2	)
Net of tax amount	$	(24.1	)	$	10.2		$	0.4		$	(13.5	)
Three Months Ended June 30, 2011
Pre-tax period change	$	10.8		$	(5.0	)	$	(2.9	)	$	2.9
Deferred income tax benefit		—			1.9			1.2			3.1
Net of tax amount	$	10.8		$	(3.1	)	$	(1.7	)	$	6.0
Six Months Ended June 30, 2011
Pre-tax period change	$	43.1		$	(16.9	)	$	(0.5	)	$	25.7
Deferred income tax benefit		—			6.7			0.2			6.9
Net of tax amount	$	43.1		$	(10.2	)	$	(0.3	)	$	32.6

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SPECIAL CHARGES

6 Months Ended

Jun. 30, 2012

SPECIAL CHARGES

SPECIAL CHARGES

2.     SPECIAL CHARGES

• Licensing of Intellectual Property

        In April 2012, the Company obtained an exclusive license to a suturing device for minimally invasive surgery applications. The intellectual property is under development and there is uncertainty as to whether the product will ultimately be approved. The Company recorded a charge of $2.0 million related to the upfront licensing and royalty fees.

        In June 2012, the Company obtained a co-exclusive sublicense to intellectual property related to processing tissue and implanting cardiovascular valves. The intellectual property is under development and there is uncertainty as to whether the product will ultimately be approved. The Company recorded a charge of $5.0 million related to the upfront licensing fee.

• European Receivables

        In June 2011, the Company recorded a $4.0 million charge to reflect the increased risk associated with its European receivables.

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2012

EARNINGS PER SHARE

Summary of computation of basic and diluted earnings per share

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Basic:
Net income	$	67.8	$	58.1	$	132.9	$	122.0
Weighted-average shares outstanding		114.9		114.8		114.5		114.9
Basic earnings per share	$	0.59	$	0.51	$	1.16	$	1.06
Diluted:
Net income	$	67.8	$	58.1	$	132.9	$	122.0
Weighted-average shares outstanding		114.9		114.8		114.5		114.9
Dilutive effect of stock plans		3.5		5.2		3.7		5.3
Dilutive weighted-average shares outstanding		118.4		120.0		118.2		120.2
Diluted earnings per share	$	0.57	$	0.48	$	1.12	$	1.01

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FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2012 Fair Value on a Recurring Basis Level 1	Dec. 31, 2011 Fair Value on a Recurring Basis Level 1	Jun. 30, 2012 Fair Value on a Recurring Basis Level 2	Dec. 31, 2011 Fair Value on a Recurring Basis Level 2	Jun. 30, 2012 Fair Value on a Recurring Basis Total	Dec. 31, 2011 Fair Value on a Recurring Basis Total	Mar. 31, 2011 Fair Value on a Non-Recurring Basis Embrella Cardiovascular, Inc.
Fair value of financial instruments measured on a recurring basis
Investments held for executive deferred compensation plan			$ 12.1	$ 11.5			$ 12.1	$ 11.5
Investments in unconsolidated affiliates	2.3	3.3	2.3	3.3			2.3	3.3
Derivative assets					19.4	12.7	19.4	12.7
Total assets			14.4	14.8	19.4	12.7	33.8	27.5
Executive deferred compensation plan			12.2	9.9			12.2	9.9
Goodwill									34.6
Other Intangible Assets, net									$ 12.1

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SEGMENT INFORMATION (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Enterprise-Wide Information
Net sales	$ 482.0	$ 431.2	$ 941.2	$ 835.7
Long-Lived Tangible Assets by Geographic Area	341.6		341.6		328.9
Surgical Heart Valve Therapy
Enterprise-Wide Information
Net sales	200.5	205.1	404.1	403.4
Transcatheter Heart Valves
Enterprise-Wide Information
Net sales	145.8	85.3	267.3	158.0
Critical Care
Enterprise-Wide Information
Net sales	135.7	140.8	269.8	274.3
United States
Enterprise-Wide Information
Net sales	207.0	151.3	393.6	300.4
Long-Lived Tangible Assets by Geographic Area	232.9		232.9		223.0
Europe
Enterprise-Wide Information
Net sales	146.5	151.7	295.3	291.2
Japan
Enterprise-Wide Information
Net sales	72.3	69.8	143.1	139.1
Rest of World
Enterprise-Wide Information
Net sales	56.2	58.4	109.2	105.0
International
Enterprise-Wide Information
Long-Lived Tangible Assets by Geographic Area	$ 108.7		$ 108.7		$ 105.9

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CONSOLIDATED CONDENSED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Current assets
Cash and cash equivalents	$ 304.3	$ 171.2
Short-term investments	201.7	279.3
Accounts and other receivables, net of allowances of $5.1 and $14.8, respectively	336.4	320.7
Inventories, net (Note 3)	265.4	261.3
Deferred income taxes	36.0	43.9
Prepaid expenses	39.5	35.0
Other current assets	95.5	57.1
Total current assets	1,278.8	1,168.5
Long-term accounts receivable, net of allowances of $5.8 and $4.2, respectively	10.9	24.6
Property, plant and equipment, net	315.8	304.3
Goodwill	349.8	349.8
Other intangible assets, net (Note 4)	61.7	66.9
Investments in unconsolidated affiliates (Note 5)	22.1	21.8
Deferred income taxes	10.2	20.0
Other assets	25.8	24.6
Total assets	2,075.1	1,980.5
Current liabilities
Accounts payable and accrued liabilities	284.3	335.2
Long-term debt	185.1	150.4
Other long-term liabilities	171.1	157.0
Commitments and contingencies (Note 11)
Stockholders' equity
Preferred stock, $.01 par value, authorized 50.0 shares, no shares outstanding
Common stock, $1.00 par value, 350.0 shares authorized, 123.0 and 120.0 shares issued, and 115.3 and 114.1 shares outstanding, respectively	123.0	120.0
Additional paid-in capital	418.0	300.5
Retained earnings	1,493.6	1,360.7
Accumulated other comprehensive loss	(51.0)	(37.5)
Treasury stock, at cost, 7.7 and 5.9 shares, respectively	(549.0)	(405.8)
Total stockholders' equity	1,434.6	1,337.9
Total liabilities and stockholders' equity	$ 2,075.1	$ 1,980.5

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STOCK-BASED COMPENSATION (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012 M	Jun. 30, 2011
Allocation of stock-based compensation expense
Stock-based compensation expense	$ 11.2	$ 7.8	$ 20.4	$ 15.5
Unrecognized compensation expense related to nonvested stock options, restricted stock units, market-based restricted stock units and employee stock purchase subscriptions	80.7		80.7
Period over which unrecognized compensation expense is expected to be recognized (in months)			33
Costs of goods sold
Allocation of stock-based compensation expense
Stock-based compensation expense	1.2	0.9	2.3	1.7
Selling, general and administrative expenses
Allocation of stock-based compensation expense
Stock-based compensation expense	8.3	5.6	15.1	11.2
Research and development expenses
Allocation of stock-based compensation expense
Stock-based compensation expense	$ 1.7	$ 1.3	$ 3.0	$ 2.6

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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash flows from operating activities
Net income	$ 132.9	$ 122.0
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	27.8	29.3
Stock-based compensation (Note 9)	20.4	15.5
Excess tax benefit from stock plans	(43.0)	(11.2)
Deferred income taxes	1.3	1.8
Special charges (Note 2)	7.0	4.0
Other	(1.1)	(2.2)
Changes in operating assets and liabilities:
Accounts and other receivables, net	(22.2)	(48.3)
Inventories, net	(11.4)	(14.8)
Accounts payable and accrued liabilities	(15.5)	13.9
Prepaid expenses and other current assets	12.8	(6.5)
Other	7.1	(4.1)
Net cash provided by operating activities	116.1	99.4
Cash flows from investing activities
Capital expenditures	(39.2)	(31.1)
Purchases of short-term investments	(246.6)	(304.3)
Proceeds from short-term investments	315.8	14.6
Investments in intangible assets	(7.0)	(2.3)
Proceeds from unconsolidated affiliates, net	1.8	4.9
Acquisition		(42.6)
Proceeds from sale of assets		3.9
Investments in trading securities, net		3.3
Other	0.9	0.1
Net cash provided by (used in) investing activities	25.7	(353.5)
Cash flows from financing activities
Proceeds from issuance of debt	205.1	200.5
Payments on debt	(169.0)	(71.3)
Purchases of treasury stock	(143.2)	(159.0)
Equity forward contract related to accelerated share repurchase agreement (Note 10)	(10.0)
Proceeds from stock plans	64.4	33.4
Excess tax benefit from stock plans	43.0	11.2
Other	1.5	0.8
Net cash (used in) provided by financing activities	(8.2)	15.6
Effect of currency exchange rate changes on cash and cash equivalents	(0.5)	18.0
Net increase (decrease) in cash and cash equivalents	133.1	(220.5)
Cash and cash equivalents at beginning of period	171.2	396.1
Cash and cash equivalents at end of period	$ 304.3	$ 175.6

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SPECIAL CHARGES (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended		1 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Apr. 30, 2012 Exclusive license of intellectual property	Jun. 30, 2012 Co-exclusive sublicense to intellectual property	Jun. 30, 2011 European receivables reserve
Special charges (gains), net
Special charges, net	$ 7.0	$ 4.0	$ 7.0	$ 4.0	$ 2.0	$ 5.0	$ 4.0

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RESTATEMENT OF UNAUDITED INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

6 Months Ended

Jun. 30, 2012

RESTATEMENT OF UNAUDITED INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

RESTATEMENT OF UNAUDITED INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

16.   RESTATEMENT OF UNAUDITED INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

        During the fourth quarter of 2011, the Company determined that its previously issued consolidated condensed balance sheets and consolidated condensed statements of cash flows for the quarters ended March 31 and June 30, 2011 contained errors related to (1) its cash equivalents and short-term investments and (2) the excess tax benefit from stock plans. Neither of these errors had an impact on the consolidated condensed statements of operations.

        First, during 2011, the Company purchased bank time deposits with original maturities over three months but less than one year. The Company determined that these bank time deposits had been incorrectly classified as cash equivalents for the above mentioned periods and, accordingly, the Company has restated the presentation as reflected below. The classification error had no impact on the Company's current assets.

	As of March 31, 2011				As of June 30, 2011
Balance Sheets	As Reported		As Restated		As Reported		As Restated
	(in millions)
Cash and cash equivalents	$	433.8	$	325.2	$	468.2	$	175.6
Short-term investments		—		108.6		—		292.6
Total	$	433.8	$	433.8	$	468.2	$	468.2

	Three Months Ended March 31, 2011						Six Months Ended June 30, 2011
Statements of Cash Flows	As Reported			As Restated			As Reported			As Restated
	(in millions)
Cash flows from investing activities
Purchases of short-term investments		—			(105.6	)		—			(304.3	)
Proceeds from short-term investments		—			—			—			14.6
Net cash used in investing activities		(52.5	)		(158.1	)		(63.8	)		(353.5	)
Effect of currency exchange rate changes on cash and cash equivalents		15.8			12.8			20.9			18.0
Net increase (decrease) in cash and cash equivalents		37.7			(70.9	)		72.1			(220.5	)
Cash and cash equivalents at end of period		433.8			325.2			468.2			175.6

        Second, the amount presented in the consolidated condensed statements of cash flows as "Excess Tax Benefits from Stock Plans" for the period ended June 30, 2011 was not reduced to reflect the absence of cash flows from the generation of credit carryforwards and net operating losses in the United States in 2011 primarily due to significant tax deductions from stock option exercises and, accordingly, the Company has restated the presentation as reflected below.

	Six Months Ended June 30, 2011
Statements of Cash Flows	As Reported			As Restated
	(in millions)
Cash flows from operating activities
Excess tax benefit from stock plans	$	(36.4	)	$	(11.2	)
Net cash provided by operating activities		74.2			99.4
Cash flows from financing activities
Excess tax benefit from stock plans		36.4			11.2
Net cash provided by financing activities		40.8			15.6

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INVENTORIES, NET (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Inventories, net
Raw materials	$ 51.2	$ 51.7
Work in process	68.4	66.6
Finished products	145.8	143.0
Total inventories, net	265.4	261.3
Charge to gross profit related to inventory recall	$ 8.1

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INVENTORIES, NET (Tables)

6 Months Ended

Jun. 30, 2012

INVENTORIES, NET

Inventories, net of reserves

	June 30, 2012		December 31, 2011
Raw materials	$	51.2	$	51.7
Work in process		68.4		66.6
Finished products		145.8		143.0
	$	265.4	$	261.3

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BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2012

BASIS OF PRESENTATION

BASIS OF PRESENTATION

1.     BASIS OF PRESENTATION

        The accompanying interim consolidated condensed financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the consolidated financial statements and notes included in Edwards Lifesciences Corporation's Annual Report on Form 10-K for the year ended December 31, 2011. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles ("GAAP") have been condensed or omitted.

        In the opinion of management of Edwards Lifesciences Corporation ("Edwards Lifesciences" or the "Company"), the interim consolidated condensed financial statements reflect all adjustments considered necessary for a fair statement of the interim periods. All such adjustments 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.

Recently Adopted Accounting Standards

        In May 2011, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting guidance on fair value measurements to ensure that United States GAAP and International Financial Reporting Standards have common requirements for fair value measurement and disclosures, including a consistent definition of fair value. The guidance was effective for interim and annual periods beginning on or after December 15, 2011. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

        In June 2011, the FASB issued an amendment to the accounting guidance on the presentation of comprehensive income. The guidance eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity, and instead requires that all nonowner changes in stockholders' equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance was effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company elected to present two separate but consecutive statements.

        In September 2011, the FASB issued an amendment to the accounting guidance on goodwill to permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The guidance was effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company will consider the use of the qualitative factors in its annual goodwill impairment test this year.

New Accounting Standards Not Yet Adopted

        In July 2012, the FASB issued an amendment to the accounting guidance on intangible assets to permit an entity to first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived asset is impaired as a basis for determining whether it is necessary to calculate the fair value of the indefinite-lived asset and perform the quantitative impairment test by comparing the fair value with the carrying amount. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company will consider the use of the qualitative factors when performing its first impairment test under this guidance.

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CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
CONSOLIDATED CONDENSED BALANCE SHEETS
Accounts and other receivables, allowances (in dollars)	$ 5.1	$ 14.8
Long-term accounts receivable, allowances (in dollars)	$ 5.8	$ 4.2
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized shares	50.0	50.0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 1.00	$ 1.00
Common stock, shares authorized	350.0	350.0
Common stock, shares issued	123.0	120.0
Common stock, shares outstanding	115.3	114.1
Treasury stock, shares	7.7	5.9

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2012

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

11.   COMMITMENTS AND CONTINGENCIES

        In February 2008, Edwards Lifesciences filed a lawsuit against CoreValve, Inc. in the U.S. District Court for the District of Delaware alleging that its ReValving System infringes three of Edwards' U.S. Andersen patents, later narrowed to one patent ("the '552 patent"). Medtronic, Inc. ("Medtronic") acquired CoreValve, Inc. ("Medtronic CoreValve") in April 2009. In April 2010, a federal jury found the '552 patent to be valid and found that Medtronic CoreValve willfully infringes it. The jury also awarded Edwards $73.9 million in damages. In February 2011, the District Court reaffirmed the jury decision and ruled that Edwards is entitled to recover additional damages due to Medtronic CoreValve's continued infringing sales from the trial through the life of the patent, plus interest. In the same ruling, the court denied Edwards' motions for a permanent injunction, as well as its motion for increased damages relating to Medtronic CoreValve's willful infringement. Both Edwards and Medtronic CoreValve have appealed. The U.S. Court of Appeals for the Federal Circuit heard the appeals in January 2012 and the parties are awaiting its decision. A second lawsuit is pending in the same trial court against Medtronic CoreValve and Medtronic alleging infringement of three of Edwards' U.S. Andersen patents. In September 2010, the United States Patent and Trademark Office ("USPTO") granted Medtronic's third request to reexamine the validity of the claim of the '552 patent and in July 2011 confirmed the validity of that patent. Medtronic has since filed another request for reexamination of the '552 patent and that request has been partially granted by the USPTO.

        In June 2011, Medtronic filed a lawsuit in the U.S. District Court for the District of Minnesota alleging that certain surgical valve holders and a surgical embolic filter device infringe its patents. Edwards counterclaimed against Medtronic, alleging that the Medtronic Contour 3D annuloplasty ring infringes an Edwards ring patent. Edwards subsequently added two more patents to its counterclaim. In February and March 2012, the USPTO granted Edwards' request to reexamine the validity of three of the four Medtronic patents involved in this lawsuit.

        In June 2011, Medtronic CoreValve also filed another lawsuit in the U.S. District Court for the Central District of California alleging that the Edwards SAPIEN transcatheter heart valve infringes a Medtronic CoreValve patent. Edwards counterclaimed against Medtronic CoreValve and Medtronic, alleging that the Medtronic CoreValve heart valve infringes Edwards' U.S. Letac-Cribier transcatheter heart valve patent. Edwards' counterclaim was subsequently transferred to the U.S. District Court for the District of Delaware, where proceedings continue. In April 2012, the USPTO granted Edwards' request to reexamine the validity of the Medtronic CoreValve patent.

        In March 2012, Medtronic filed another lawsuit in the U.S. District Court for the Central District of California alleging that the methods of implanting the Edwards SAPIEN transcatheter heart valve in the United States infringes two Medtronic patents relating to methods of pacing the heart. The Company plans to vigorously defend against this claim.

        In March and September 2010, the Company received grand jury subpoenas for documents from the United States Attorney's Office in the Central District of California in connection with an investigation by the Food and Drug Administration. The subpoenas to the Company seek records relating to the Vigilance I Monitor model with software release 5.3 that was the subject of a voluntary field recall by the Company in June 2006. The Company is cooperating fully with the investigation.

        In addition, Edwards Lifesciences is or may be a party to, or may otherwise be responsible for, pending or threatened lawsuits related primarily to products and services currently or formerly manufactured or performed, as applicable, by Edwards Lifesciences. Such cases and claims 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. Upon resolution of any such legal matter or other claim, Edwards Lifesciences may incur charges in excess of established reserves. The Company is not able to estimate the amount or range of any loss for legal contingencies for which there is no reserve or additional loss for matters already reserved. While any such charge could have a material adverse impact on Edwards Lifesciences' net income or cash flows in the period in which it is recorded or paid, management does not believe that any such charge relating to any currently pending lawsuit would have a material adverse effect on Edwards Lifesciences' financial position, results of operations or liquidity.

        Edwards Lifesciences is subject to various environmental laws and regulations both within and outside of the United States. The operations of Edwards Lifesciences, 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 Edwards Lifesciences' financial position, results of operations or liquidity.

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Jul. 31, 2012
Document and Entity Information
Entity Registrant Name	Edwards Lifesciences Corp
Entity Central Index Key	0001099800
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		115,713,782
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2

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OTHER COMPREHENSIVE LOSS INCOME

6 Months Ended

Jun. 30, 2012

OTHER COMPREHENSIVE (LOSS) INCOME

OTHER COMPREHENSIVE (LOSS) INCOME

12.   OTHER COMPREHENSIVE (LOSS) INCOME

        The tax effect on the components of other comprehensive (loss) income is as follows (in millions):

	Foreign Currency Translation Adjustments			Unrealized Gain (Loss) on Cash Flow Hedges			Unrealized (Loss) Gain on Investments in Unconsolidated Affiliates			Total Other Comprehensive (Loss) Income
Three Months Ended June 30, 2012
Pre-tax period change	$	(31.3	)	$	8.8		$	(0.8	)	$	(23.3	)
Deferred income tax (expense) benefit		—			(3.3	)		0.2			(3.1	)
Net of tax amount	$	(31.3	)	$	5.5		$	(0.6	)	$	(26.4	)
Six Months Ended June 30, 2012
Pre-tax period change	$	(24.1	)	$	16.1		$	0.7		$	(7.3	)
Deferred income tax expense		—			(5.9	)		(0.3	)		(6.2	)
Net of tax amount	$	(24.1	)	$	10.2		$	0.4		$	(13.5	)
Three Months Ended June 30, 2011
Pre-tax period change	$	10.8		$	(5.0	)	$	(2.9	)	$	2.9
Deferred income tax benefit		—			1.9			1.2			3.1
Net of tax amount	$	10.8		$	(3.1	)	$	(1.7	)	$	6.0
Six Months Ended June 30, 2011
Pre-tax period change	$	43.1		$	(16.9	)	$	(0.5	)	$	25.7
Deferred income tax benefit		—			6.7			0.2			6.9
Net of tax amount	$	43.1		$	(10.2	)	$	(0.3	)	$	32.6

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CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Net sales	$ 482.0	$ 431.2	$ 941.2	$ 835.7
Cost of goods sold	129.8	127.8	257.1	244.6
Gross profit	352.2	303.4	684.1	591.1
Selling, general and administrative expenses	182.4	163.2	359.6	313.5
Research and development expenses	74.0	64.9	142.6	123.9
Special charges (Note 2)	7.0	4.0	7.0	4.0
Interest income, net	(0.1)	(0.3)	(0.1)	(0.3)
Other income, net	(1.0)	(1.2)	(0.5)	(7.4)
Income before provision for income taxes	89.9	72.8	175.5	157.4
Provision for income taxes	22.1	14.7	42.6	35.4
Net income	$ 67.8	$ 58.1	$ 132.9	$ 122.0
Earnings per share:
Basic (in dollars per share)	$ 0.59	$ 0.51	$ 1.16	$ 1.06
Diluted (in dollars per share)	$ 0.57	$ 0.48	$ 1.12	$ 1.01
Weighted-average number of common shares outstanding:
Basic (in shares)	114.9	114.8	114.5	114.9
Diluted (in shares)	118.4	120.0	118.2	120.2

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FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2012

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

6.     FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

        The consolidated condensed 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, bank time deposits, accounts and other receivables, investments in unconsolidated affiliates, 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.

        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.

• 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):

June 30, 2012	Level 1		Level 2		Level 3		Total
Assets
Investments held for executive deferred compensation plan	$	12.1	$	—	$	—	$	12.1
Investments in unconsolidated affiliates		2.3		—		—		2.3
Derivatives		—		19.4		—		19.4
	$	14.4	$	19.4	$	—	$	33.8
Liabilities
Executive deferred compensation plan	$	12.2	$	—	$	—	$	12.2
December 31, 2011
Assets
Investments held for executive deferred compensation plan	$	11.5	$	—	$	—	$	11.5
Investments in unconsolidated affiliates		3.3		—		—		3.3
Derivatives		—		12.7		—		12.7
	$	14.8	$	12.7	$	—	$	27.5
Liabilities
Executive deferred compensation plan	$	9.9	$	—	$	—	$	9.9

• Executive Deferred Compensation Plan

        The Company holds investments in trading securities related to its executive deferred compensation plan ("EDCP"). The amounts deferred under the EDCP are invested in a variety of stock and bond mutual funds. The fair values of these investments and the corresponding liabilities are based on quoted market prices and are categorized as Level 1.

• Investments in Unconsolidated Affiliates

        Investments in unconsolidated affiliates are long-term equity investments in companies that are in various stages of development. Certain of the Company's investments in unconsolidated affiliates are designated as available-for-sale. These investments are carried at fair market value based on quoted market prices and are categorized as Level 1.

• Derivative Instruments

        The Company uses derivative financial instruments in the form of foreign currency forward exchange contracts to manage foreign currency exposures. All derivatives contracts are recognized on the balance sheet at their fair value. The fair value for derivatives is determined based on quoted foreign currency exchange rates discounted to present as appropriate. The valuation procedures are based upon well recognized financial principles. Although readily observable data is used in the valuations, different valuation methods could have an effect on the estimated fair value. The derivative instruments are categorized as Level 2.

• Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

        The Company has assets that are subject to measurement at fair value on a non-recurring basis, including assets acquired in a business combination, such as goodwill and intangible assets, and other long-lived assets. The Company reviews the carrying value of intangible and other long-lived assets whenever events and circumstances indicate that the carrying amounts of the assets may not be recoverable. If it is determined that the assets are impaired, the carrying value would be reduced to estimated fair market value. During the six months ended June 30, 2012, the Company had no impairments related to assets subject to measurement at fair value on a non-recurring basis. In March 2011, the Company acquired Embrella Cardiovascular, Inc. This transaction resulted in an increase to "Goodwill" and "Other Intangible Assets, net" of $34.6 million and $12.1 million, respectively.

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INVESTMENTS IN UNCONSOLIDATED AFFILIATES

6 Months Ended

Jun. 30, 2012

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

5.     INVESTMENTS IN UNCONSOLIDATED AFFILIATES

        The Company has a number of equity investments in privately and publicly held companies. Investments in these unconsolidated affiliates are as follows:

	June 30, 2012		December 31, 2011
	(in millions)
Available-for-sale investments
Cost	$	0.4	$	2.0
Unrealized gains		1.9		1.3
Fair value of available-for-sale investments		2.3		3.3
Equity method investments
Cost		13.2		12.6
Equity in losses		—		(0.7	)
Carrying value of equity method investments		13.2		11.9
Cost method investments
Carrying value of cost method investments		6.6		6.6
Total investments in unconsolidated affiliates	$	22.1	$	21.8

        For the six months ended June 30, 2012, proceeds from sales of available-for-sale investments were $2.1 million, and the Company realized pre-tax gains from these sales of $0.4 million. There were no sales of available-for-sale investments during the six months ended June 30, 2011.

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BASIS OF PRESENTATION (Policies)

6 Months Ended

Jun. 30, 2012

BASIS OF PRESENTATION

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

        In May 2011, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting guidance on fair value measurements to ensure that United States GAAP and International Financial Reporting Standards have common requirements for fair value measurement and disclosures, including a consistent definition of fair value. The guidance was effective for interim and annual periods beginning on or after December 15, 2011. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

        In June 2011, the FASB issued an amendment to the accounting guidance on the presentation of comprehensive income. The guidance eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity, and instead requires that all nonowner changes in stockholders' equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance was effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company elected to present two separate but consecutive statements.

        In September 2011, the FASB issued an amendment to the accounting guidance on goodwill to permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The guidance was effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company will consider the use of the qualitative factors in its annual goodwill impairment test this year.

New Accounting Standards Not Yet Adopted

New Accounting Standards Not Yet Adopted

        In July 2012, the FASB issued an amendment to the accounting guidance on intangible assets to permit an entity to first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived asset is impaired as a basis for determining whether it is necessary to calculate the fair value of the indefinite-lived asset and perform the quantitative impairment test by comparing the fair value with the carrying amount. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company will consider the use of the qualitative factors when performing its first impairment test under this guidance.

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EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2012

EARNINGS PER SHARE

EARNINGS PER SHARE

13.   EARNINGS PER SHARE

        Basic earnings per share is computed by dividing net income by the weighted-average common shares outstanding during a period. Employee equity share options, nonvested shares and similar equity instruments granted by the Company are treated as potential common shares in computing diluted earnings per share. Diluted shares outstanding include the dilutive effect of RSUs, MRSUs, and in-the-money options. The dilutive impact of the RSUs, MRSUs, and in-the-money options is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount that the employee must pay for exercising stock options, the amount of compensation expense for future service that the Company has not yet recognized, and the amount of tax benefits that would be recorded in "Additional Paid-in Capital" when the award becomes deductible are assumed to be used to repurchase shares. 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 June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Basic:
Net income	$	67.8	$	58.1	$	132.9	$	122.0
Weighted-average shares outstanding		114.9		114.8		114.5		114.9
Basic earnings per share	$	0.59	$	0.51	$	1.16	$	1.06
Diluted:
Net income	$	67.8	$	58.1	$	132.9	$	122.0
Weighted-average shares outstanding		114.9		114.8		114.5		114.9
Dilutive effect of stock plans		3.5		5.2		3.7		5.3
Dilutive weighted-average shares outstanding		118.4		120.0		118.2		120.2
Diluted earnings per share	$	0.57	$	0.48	$	1.12	$	1.01

        Stock options, RSUs, and MRSUs to purchase 2.4 million and 1.2 million shares for the three months ended June 30, 2012 and 2011, respectively, and 1.8 million and 0.7 million for the six months ended June 30, 2012 and 2011, respectively, were outstanding, but were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive. Additionally, 0.1 million shares that would have been received if the ASR agreement discussed in Note 10 were settled as of June 30, 2012 were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive.

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STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2012

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

9.     STOCK-BASED COMPENSATION

        Stock-based compensation expense related to awards issued under the Company's incentive compensation plans for the three and six months ended June 30, 2012 and 2011 was as follows (in millions):

	Three Months Ended June 30				Six Months Ended June 30,
	2012		2011		2012		2011
Cost of goods sold	$	1.2	$	0.9	$	2.3	$	1.7
Selling, general and administrative expenses		8.3		5.6		15.1		11.2
Research and development expenses		1.7		1.3		3.0		2.6
Total stock-based compensation expense	$	11.2	$	7.8	$	20.4	$	15.5

        At June 30, 2012, the total remaining compensation cost related to nonvested stock options, restricted stock units ("RSUs"), market-based restricted stock units ("MRSUs") and employee stock purchase plan ("ESPP") subscription awards amounted to $80.7 million, which will be amortized on a straight-line basis over the weighted-average remaining requisite service period of 33 months.

        During the six months ended June 30, 2012, the Company granted 1.0 million stock options at a weighted-average exercise price of $85.14 and 0.2 million shares of RSUs at a weighted-average grant-date fair value of $83.57. The Company also granted 47,275 shares of MRSUs at a weighted-average grant-date fair value of $109.78. The MRSUs vest based on a combination of certain service and market conditions. The actual number of shares issued will be determined based on the Company's total shareholder return relative to a selected industry peer group over a three-year performance period, and may range from 0 percent to 175 percent of the targeted number of shares granted.

• Fair Value Disclosures

        The fair value of the MRSUs 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 MRSUs included a 0.3 percent risk-free interest rate and a 30.4 percent expected volatility rate.

        The Black-Scholes option pricing model was used with the following weighted-average assumptions for options granted during the following periods:

• Option Awards

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Risk-free interest rate		0.7	%		1.6	%		0.7	%		1.7	%
Expected dividend yield		None			None			None			None
Expected volatility		31.4	%		27.6	%		31.3	%		27.4	%
Expected term (years)		4.6			4.4			4.6			4.5
Fair value, per share	$	23.60		$	22.80		$	23.44		$	22.87

        The Black-Scholes option pricing model was used with the following weighted-average assumptions for ESPP subscriptions granted during the following periods:

• ESPP

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Risk-free interest rate		0.2	%		0.3	%		0.1	%		0.2	%
Expected dividend yield		None			None			None			None
Expected volatility		35.7	%		29.8	%		31.4	%		25.3	%
Expected term (years)		0.7			0.7			0.6			0.7
Fair value, per share	$	19.30		$	21.30		$	17.63		$	18.91

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

6 Months Ended

Jun. 30, 2012

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

7.     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.

	June 30, 2012				December 31, 2011
	Notional Amount		Fair Value Asset (Liability)		Notional Amount		Fair Value Asset (Liability)
	(in millions)
Foreign currency forward exchange contracts	$	778.7	$	19.4	$	759.5	$	12.7

        The Company uses foreign currency forward exchange contracts to offset the changes due to currency rate movements in the amount of future cash flows associated with intercompany transactions and certain third-party expenses expected to occur within the next thirteen months. These foreign currency forward exchange contracts are designated as cash flow hedges. Certain of the Company's locations have assets and liabilities denominated in currencies other than their functional currencies resulting from intercompany and third-party transactions. The Company uses foreign currency forward exchange contracts that are not designated as hedging instruments to offset the transaction gains and losses associated with certain of these assets and liabilities. All foreign currency forward exchange contracts are denominated in currencies of major industrial countries, principally the Euro and the Japanese yen. It is the Company's policy not to enter into derivative financial instruments for speculative purposes.

        All derivative financial instruments are recognized at fair value in the consolidated condensed balance sheets. The Company reports in "Other Comprehensive (Loss) Income" ("OCI") the effective portion of 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 period in which the underlying hedged transactions affect earnings. Any hedge ineffectiveness (which represents the amount by which the changes in the fair value of the derivative exceed the variability in the cash flows of the forecasted transaction) is recorded in current period earnings. For the six months ended June 30, 2012 and 2011, the Company did not record any gains or losses due to hedge ineffectiveness. The gains and losses on derivative financial instruments for which the Company does not elect hedge accounting treatment are recognized in the consolidated condensed statements of operations in each period, based upon the change in the fair value of the derivative financial instrument. Cash flows from derivative financial instruments are reported as operating activities in the consolidated condensed statements of cash flows.

        Derivative financial instruments involve credit risk in the event the counterparty should default. It is the Company's policy to execute such instruments with global financial institutions that the Company believes to be creditworthy. 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. Under the master-netting agreements, the Company's counterparty settlement risk is the net amount of any receipts or payments due between the Company and the counterparty financial institution.

        The following table presents the location and fair value amounts of derivative instruments reported in the consolidated condensed balance sheets (in millions):

		Fair Value
Derivatives designated as hedging instruments	Balance Sheet Location	June 30, 2012		December 31, 2011
Assets
Foreign currency contracts	Prepaid expenses	$	19.4	$	12.7

        The following tables present the effect of derivative instruments on the consolidated condensed statements of operations and consolidated condensed statements of comprehensive income (in millions):

	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)						Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income
	Three Months Ended June 30,						Three Months Ended June 30,
						Location of Gain or (Loss) Reclassified from Accumulated OCI into Income
Derivatives in cash flow hedging relationships	2012		2011				2012		2011
Foreign currency contracts	$	9.8	$	(11.7	)	Cost of goods sold	$	1.0	$	(6.7	)

	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)						Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income
	Six Months Ended June 30,						Six Months Ended June 30,
						Location of Gain or (Loss) Reclassified from Accumulated OCI into Income
Derivatives in cash flow hedging relationships	2012		2011				2012			2011
Foreign currency contracts	$	13.4	$	(26.8	)	Cost of goods sold	$	(2.7	)	$	(9.9	)

		Amount of Gain or (Loss) Recognized in Income on Derivative
		Three Months Ended June 30,
	Location of Gain or (Loss) Recognized in Income on Derivative
Derivatives not designated as hedging instruments		2012			2011
Foreign currency contracts	Other income, net	$	(4.2	)	$	(0.7	)

		Amount of Gain or (Loss) Recognized in Income on Derivative
		Six Months Ended June 30,
	Location of Gain or (Loss) Recognized in Income on Derivative
Derivatives not designated as hedging instruments		2012		2011
Foreign currency contracts	Other income, net	$	0.5	$	(4.3	)

        The Company expects that during the next twelve months it will reclassify to earnings a $4.1 million gain currently recorded in "Accumulated Other Comprehensive Loss."

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DEFINED BENEFIT PLANS

6 Months Ended

Jun. 30, 2012

DEFINED BENEFIT PLANS

DEFINED BENEFIT PLANS

8.     DEFINED BENEFIT PLANS

        The components of net periodic benefit costs for the three and six months ended June 30, 2012 and 2011 were as follows (in millions):

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Service cost	$	1.8		$	1.6		$	3.6		$	3.1
Interest cost		0.6			0.5			1.2			1.0
Expected return on plan assets		(0.3	)		(0.4	)		(0.7	)		(0.7	)
Amortization of actuarial loss, prior service credit and other		0.1			0.1			0.3			0.2
Net periodic pension benefit cost	$	2.2		$	1.8		$	4.4		$	3.6

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ACCELERATED SHARE REPURCHASE

6 Months Ended

Jun. 30, 2012

ACCELERATED SHARE REPURCHASE

ACCELERATED SHARE REPURCHASE

10.   ACCELERATED SHARE REPURCHASE

        In February 2012, the Company entered into an accelerated share repurchase ("ASR") agreement with an investment bank to repurchase $54.0 million of the Company's common stock. The February ASR agreement provides for the repurchase of the Company's common stock based on the volume-weighted average price ("VWAP") of the Company's common stock during the term of the agreement, less a discount, and is subject to collar provisions that establish minimum and maximum number of shares to be repurchased. In March 2012, the Company paid the $54.0 million purchase price and received an initial delivery of 0.6 million shares, representing the minimum number of shares to be repurchased under the agreement. The initial shares were valued at $72.40 per share based on the VWAP of the Company's common stock on March 1, 2012, which was the date the major terms of the ASR agreement were finalized, and represented approximately 80 percent of the shares expected to be repurchased. In May 2012, upon conclusion of the February ASR agreement, the Company received an additional 0.1 million shares for a total of 0.7 million shares at an average price per share of $75.12 based on the VWAP of the Company's common stock during the term of the agreement.

        In May 2012, the Company entered into another ASR agreement with the same investment bank to repurchase $50.0 million of the Company's common stock. The May ASR agreement provides for the repurchase of the Company's common stock based on the VWAP of the Company's common stock during the term of the agreement, less a discount, and is subject to collar provisions that establish minimum and maximum number of shares to be repurchased. In June 2012, the Company paid the $50.0 million purchase price and received an initial delivery of 0.5 million shares, representing the minimum number of shares to be repurchased under the agreement. The initial shares were valued at $84.81 per share based on the VWAP of the Company's common stock on June 1, 2012, which was the date the major terms of the May ASR agreement were finalized, and represented approximately 80 percent of the shares expected to be repurchased. At the conclusion of the May ASR agreement, the Company may receive additional shares, resulting in up to a maximum of 0.8 million shares. If the agreement had been settled on June 30, 2012, the investment bank would have been required to deliver 0.1 million additional shares to the Company based on an average VWAP, less the discount, of $93.43 per share for the period June 1 to June 30, 2012. The May ASR agreement has a termination date of August 31, 2012, although the termination date may be accelerated at the investment bank's option.

        The ASR agreements were accounted for as two separate transactions: (a) 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 (b) the remaining amount of the purchase price paid was recorded as a forward contract indexed to the Company's own common stock and was recorded in "Additional Paid-in Capital" on the consolidated condensed balance sheet. 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 contract indexed to the Company's common stock met all the applicable criteria for equity classification and, therefore, was not accounted for as a derivative instrument.

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RESTATEMENT OF UNAUDITED INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Tables)

6 Months Ended

Jun. 30, 2012

RESTATEMENT OF UNAUDITED INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Schedule of the error on the consolidated condensed balance sheets and the consolidated condensed statements of cash flows

	As of March 31, 2011				As of June 30, 2011
Balance Sheets	As Reported		As Restated		As Reported		As Restated
	(in millions)
Cash and cash equivalents	$	433.8	$	325.2	$	468.2	$	175.6
Short-term investments		—		108.6		—		292.6
Total	$	433.8	$	433.8	$	468.2	$	468.2

	Three Months Ended March 31, 2011						Six Months Ended June 30, 2011
Statements of Cash Flows	As Reported			As Restated			As Reported			As Restated
	(in millions)
Cash flows from investing activities
Purchases of short-term investments		—			(105.6	)		—			(304.3	)
Proceeds from short-term investments		—			—			—			14.6
Net cash used in investing activities		(52.5	)		(158.1	)		(63.8	)		(353.5	)
Effect of currency exchange rate changes on cash and cash equivalents		15.8			12.8			20.9			18.0
Net increase (decrease) in cash and cash equivalents		37.7			(70.9	)		72.1			(220.5	)
Cash and cash equivalents at end of period		433.8			325.2			468.2			175.6

	Six Months Ended June 30, 2011
Statements of Cash Flows	As Reported			As Restated
	(in millions)
Cash flows from operating activities
Excess tax benefit from stock plans	$	(36.4	)	$	(11.2	)
Net cash provided by operating activities		74.2			99.4
Cash flows from financing activities
Excess tax benefit from stock plans		36.4			11.2
Net cash provided by financing activities		40.8			15.6

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INCOME TAXES (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
INCOME TAXES
Effective income tax rates (as a percent)	24.60%	20.20%	24.30%	22.50%
Benefits from remeasurement of uncertain tax positions		$ 2.5	$ 2.3	$ 2.5
Favorable impact of the federal research credit on the effective tax rate (as a percent)					2.40%
Liability for income taxes associated with uncertain tax positions	86.5		86.5		78.0
Offsetting tax benefits associated with correlative effects of potential transfer pricing adjustments, state income taxes and timing adjustments	8.6		8.6		6.8
Net liability for income taxes associated with uncertain tax positions	$ 77.9		$ 77.9		$ 71.2

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SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2012

SEGMENT INFORMATION

SEGMENT INFORMATION

15.   SEGMENT INFORMATION

        Edwards Lifesciences conducts operations worldwide and is managed in the following geographical regions: United States, Europe, Japan and Rest of World. All regions sell products that are used to treat advanced cardiovascular disease. Net sales by geographic area are based on the location of the customer.

        The table below presents information about Edwards Lifesciences' reportable segments (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Segment Net Sales
United States	$	207.0	$	151.3	$	393.6	$	300.4
Europe		150.4		142.3		301.2		280.1
Japan		73.5		57.2		143.3		114.6
Rest of world		57.0		53.5		109.7		97.8
Total segment net sales	$	487.9	$	404.3	$	947.8	$	792.9
Segment Pre-Tax Income
United States	$	119.3	$	79.6	$	221.0	$	160.9
Europe		64.1		62.4		131.8		124.8
Japan		37.9		28.0		73.7		55.3
Rest of world		16.0		17.1		29.2		29.4
Total segment pre-tax income	$	237.3	$	187.1	$	455.7	$	370.4

        The table below presents reconciliations of segment net sales to consolidated net sales and segment pre-tax income to consolidated pre-tax income (in millions):

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net Sales Reconciliation
Segment net sales	$	487.9		$	404.3		$	947.8		$	792.9
Foreign currency		(5.9	)		26.9			(6.6	)		42.8
Consolidated net sales	$	482.0		$	431.2		$	941.2		$	835.7
Pre-Tax Income Reconciliation
Segment pre-tax income	$	237.3		$	187.1		$	455.7		$	370.4
Unallocated amounts:
Corporate items		(141.3	)		(116.6	)		(271.7	)		(220.4	)
Special charges		(7.0	)		(4.0	)		(7.0	)		(4.0	)
Interest income, net		0.1			0.3			0.1			0.3
Foreign currency		0.8			6.0			(1.6	)		11.1
Consolidated pre-tax income	$	89.9		$	72.8		$	175.5		$	157.4

Enterprise-Wide Information

        Enterprise-wide information is based on foreign exchange rates used in the Company's consolidated financial statements.

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
	(in millions)
Net Sales by Geographic Area
United States	$	207.0	$	151.3	$	393.6	$	300.4
Europe		146.5		151.7		295.3		291.2
Japan		72.3		69.8		143.1		139.1
Rest of world		56.2		58.4		109.2		105.0
	$	482.0	$	431.2	$	941.2	$	835.7
Net Sales by Major Product and Service Area
Surgical Heart Valve Therapy	$	200.5	$	205.1	$	404.1	$	403.4
Transcatheter Heart Valves		145.8		85.3		267.3		158.0
Critical Care		135.7		140.8		269.8		274.3
	$	482.0	$	431.2	$	941.2	$	835.7

	June 30, 2012		December 31, 2011
	(in millions)
Long-Lived Tangible Assets by Geographic Area
United States	$	232.9	$	223.0
International		108.7		105.9
	$	341.6	$	328.9

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INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Tables)

6 Months Ended

Jun. 30, 2012

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Schedule of investments in unconsolidated affiliates

	June 30, 2012		December 31, 2011
	(in millions)
Available-for-sale investments
Cost	$	0.4	$	2.0
Unrealized gains		1.9		1.3
Fair value of available-for-sale investments		2.3		3.3
Equity method investments
Cost		13.2		12.6
Equity in losses		—		(0.7	)
Carrying value of equity method investments		13.2		11.9
Cost method investments
Carrying value of cost method investments		6.6		6.6
Total investments in unconsolidated affiliates	$	22.1	$	21.8

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OTHER COMPREHENSIVE LOSS INCOME (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Summary of activity for each component of Accumulated Other Comprehensive (Loss) Income
Pre-tax period change, foreign currency translation adjustments	$ (31.3)	$ 10.8	$ (24.1)	$ 43.1
Pre-tax period change, unrealized gain (loss) on cash flow hedges	8.8	(5.0)	16.1	(16.9)
Pre-tax period change, unrealized gain on investments in unconsolidated affiliates	(0.8)	(2.9)	0.7	(0.5)
Pre-tax period change, total other comprehensive (loss) income	(23.3)	2.9	(7.3)	25.7
Deferred income tax (expense) benefit, unrealized gain (loss) on cash flow hedges	(3.3)	1.9	(5.9)	6.7
Deferred income tax (expense) benefit, unrealized gain on investments in unconsolidated affiliates	0.2	1.2	(0.3)	0.2
Deferred income tax (expense) benefit, total other comprehensive (loss) income	(3.1)	3.1	(6.2)	6.9
Foreign currency translation adjustments	(31.3)	10.8	(24.1)	43.1
Unrealized gain (loss) on cash flow hedges	5.5	(3.1)	10.2	(10.2)
Unrealized (loss) gain on investments in unconsolidated affiliates	(0.6)	(1.7)	0.4	(0.3)
Total Other Comprehensive (Loss) Income	$ (26.4)	$ 6.0	$ (13.5)	$ 32.6

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Derivative Financial Instruments
Maximum duration of foreign currency forward exchange and option contracts (in months)	13
Foreign currency forward exchange contracts
Derivative Financial Instruments
Notional Amount	$ 778.7	$ 759.5
Fair Value Asset (Liability)	$ 19.4	$ 12.7

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CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Net income	$ 67.8	$ 58.1	$ 132.9	$ 122.0
Other comprehensive (loss) income, net of tax (Note 12)
Foreign currency translation adjustments	(31.3)	10.8	(24.1)	43.1
Unrealized gain (loss) on cash flow hedges	5.5	(3.1)	10.2	(10.2)
Unrealized (loss) gain on available-for-sale investments for the period	(0.6)	(1.7)	0.1	(0.3)
Reclassification of net realized investment loss to earnings			0.3
Unrealized (loss) gain on available-for-sale investments	(0.6)	(1.7)	0.4	(0.3)
Other comprehensive (loss) income	(26.4)	6.0	(13.5)	32.6
Comprehensive income	$ 41.4	$ 64.1	$ 119.4	$ 154.6

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OTHER INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2012

OTHER INTANGIBLE ASSETS

OTHER INTANGIBLE ASSETS

4.     OTHER INTANGIBLE ASSETS

        Other intangible assets consisted of the following (in millions):

	June 30, 2012							December 31, 2011
	Cost		Accumulated Amortization			Net Carrying Value		Cost		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets
Patents	$	207.7	$	(163.4	)	$	44.3	$	205.9	$	(158.4	)	$	47.5
Unpatented technology		38.6		(31.9	)		6.7		39.3		(31.3	)		8.0
Other		11.8		(7.4	)		4.4		12.0		(6.9	)		5.1
		258.1		(202.7	)		55.4		257.2		(196.6	)		60.6
Unamortizable intangible assets
In-process research and development		6.3		—			6.3		6.3		—			6.3
	$	264.4	$	(202.7	)	$	61.7	$	263.5	$	(196.6	)	$	66.9

        The net carrying value of patents includes $16.5 million of capitalized legal costs related to the defense and enforcement of issued patents and trademarks for which success is deemed probable as of June 30, 2012.

        Amortization expense related to other intangible assets was $3.3 million and $4.2 million for the three months ended June 30, 2012 and 2011, respectively, and $6.6 million and $8.4 million for the six months ended June 30, 2012 and 2011, respectively. Estimated amortization expense for each of the years ending December 31 is as follows (in millions):

2012	$	13.3
2013		13.3
2014		11.6
2015		10.5
2016		10.1

        The Company expenses costs incurred to renew or extend the term of acquired intangible assets.

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FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2012

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

Summary of financial instruments measured at fair value on a recurring basis

June 30, 2012	Level 1		Level 2		Level 3		Total
Assets
Investments held for executive deferred compensation plan	$	12.1	$	—	$	—	$	12.1
Investments in unconsolidated affiliates		2.3		—		—		2.3
Derivatives		—		19.4		—		19.4
	$	14.4	$	19.4	$	—	$	33.8
Liabilities
Executive deferred compensation plan	$	12.2	$	—	$	—	$	12.2
December 31, 2011
Assets
Investments held for executive deferred compensation plan	$	11.5	$	—	$	—	$	11.5
Investments in unconsolidated affiliates		3.3		—		—		3.3
Derivatives		—		12.7		—		12.7
	$	14.8	$	12.7	$	—	$	27.5
Liabilities
Executive deferred compensation plan	$	9.9	$	—	$	—	$	9.9

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OTHER INTANGIBLE ASSETS (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
OTHER INTANGIBLE ASSETS
Amortization expense related to other intangible assets	$ 3.3	$ 4.2	$ 6.6	$ 8.4
Estimated amortization expense
2012			13.3
2013			13.3
2014			11.6
2015			10.5
2016			$ 10.1

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INCOME TAXES

6 Months Ended

Jun. 30, 2012

INCOME TAXES

INCOME TAXES

14.   INCOME TAXES

        The Company's effective income tax rates were 24.6% and 24.3% for the three and six months ended June 30, 2012, respectively, and 20.2% and 22.5% for the three and six months ended June 30, 2011, respectively. The effective income tax rate for the six months ended June 30, 2012 included a $2.3 million benefit from the remeasurement of uncertain tax positions. The effective income tax rates for the three and six months ended June 30, 2011 included a $2.5 million tax benefit related to rulings made by the tax authorities in Switzerland.

        The federal research credit expired on December 31, 2011 and has not been reinstated as of June 30, 2012. The effective income tax rates for the three and six months ended June 30, 2012 have been calculated without an assumed benefit for the federal research credit. In 2011, the federal research credit favorably impacted the effective tax rate by approximately 2.4%.

        The Company strives to resolve open matters with each tax authority at the examination level and could reach 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 more or less than that reflected in the consolidated condensed financial statements. Furthermore, the Company may later decide to challenge any assessments, if made, and may exercise its 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.

        As of June 30, 2012 and December 31, 2011, the liability for income taxes associated with uncertain tax positions was $86.5 million and $78.0 million, respectively. The Company estimates that these liabilities would be reduced by $8.6 million and $6.8 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 $77.9 million and $71.2 million, respectively, if not required, would favorably affect the Company's effective tax rate.

        All material state, local and foreign income tax matters have been concluded for years through 2006. The Internal Revenue Service ("IRS") has completed its examination of the 2007 and 2008 tax years for all matters except for certain transfer pricing issues. The appeals process for those transfer pricing issues is on-going, but is expected to be finalized within the next twelve months. The IRS began its examination of the 2009 and 2010 tax years during the second quarter of 2011.