Edwards Lifesciences Corp (Form: 10-Q, Received: 05/08/2009 16:28:15)

Edwards Lifesciences Corporation

/s/ Bruce P. Garren

/s/ Robert C. Reindl

Corporate Vice President,
Human Resources

Executive:

/s/ Michael A. Mussallem

Michael A. Mussallem

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 March 31, 2009
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 (State or other jurisdiction of incorporation or organization)		36-4316614 (I.R.S. Employer Identification No.)
One Edwards Way, Irvine, California (Address of principal executive offices)		92614 (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 April 30, 2009 was 56,004,555.

Table of Contents

EDWARDS LIFESCIENCES CORPORATION

FORM 10-Q
For the quarterly period ended March 31, 2009

TABLE OF CONTENTS



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 Cash Flows	3
	Notes to Consolidated Condensed Financial Statements	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	33
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 6.	Exhibits	35
Signature		36
Exhibits		37

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(in millions, except par value; unaudited)

					March 31, 2009			December 31, 2008

				ASSETS
Current assets
	Cash and cash equivalents				$	146.7		$	218.7
	Short-term investments (Note 3)					3.7			8.1
	Accounts and other receivables, net of allowances of $10.5 and $9.9, respectively (Note 4)					255.8			204.7
	Inventories, net					146.1			151.8
	Deferred income taxes					35.6			42.4
	Prepaid expenses					35.2			30.7
	Other current assets					25.9			35.5

		Total current assets				649.0			691.9
Property, plant and equipment, net						229.8			230.1
Goodwill						315.7			315.7
Other intangible assets, net						92.6			96.9
Investments in unconsolidated affiliates						16.6			14.7
Deferred income taxes						36.9			37.7
Other assets						18.3			13.2

					$	1,358.9		$	1,400.2

			LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
	Accounts payable and accrued liabilities				$	200.2		$	258.5

Long-term debt						123.0			175.5

Other long-term liabilities						92.4			87.4

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, 74.3 and 73.7 shares issued, and 56.0 and 55.9 shares outstanding, respectively					74.3			73.7
	Additional paid-in capital					969.0			940.4
	Retained earnings					737.4			676.9
	Accumulated other comprehensive loss					(33.8	)		(35.4	)
	Treasury stock, at cost, 18.3 and 17.8 shares, respectively					(803.6	)		(776.8	)

		Total stockholders' equity				943.3			878.8

					$	1,358.9		$	1,400.2

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

Table of Contents

EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(in millions, except per share information; unaudited)

			Three Months Ended March 31,

			2009			2008
Net sales			$	313.5		$	296.8
	Cost of goods sold			97.0			102.9

Gross profit				216.5			193.9
	Selling, general and administrative expenses			121.9			114.6
	Research and development expenses			39.9			32.9
	Special (gains) charges, net (Note 2)			(30.8	)		10.1
	Interest expense, net			0.1			0.4
	Other expense, net			0.4			1.2

Income before provision for income taxes				85.0			34.7
	Provision for income taxes			24.5			16.5

Net income			$	60.5		$	18.2

Share information (Note 13)
	Earnings per share:
		Basic	$	1.08		$	0.32
		Diluted	$	1.03		$	0.31
	Weighted-average number of common shares outstanding:
		Basic		56.0			56.1
		Diluted		58.5			58.5

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

Table of Contents

EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(in millions; unaudited)

				Three Months Ended March 31,

				2009			2008
Cash flows from operating activities
	Net income			$	60.5		$	18.2
	Adjustments to reconcile net income to cash provided by operating activities:
		Depreciation and amortization			14.2			13.5
		Stock-based compensation (Note 10)			6.9			6.6
		Deferred income taxes			1.7			(2.5	)
		Special (gains) charges, net (Note 2)			(27.4	)		9.2
		Loss on trading securities			0.5			1.3
		Loss on investments			—			0.6
		Other			2.4			(1.2	)
	Changes in operating assets and liabilities:
		Accounts and other receivables, net (Note 4)			(51.9	)		(3.3	)
		Inventories, net			0.6			(0.2	)
		Accounts payable and accrued liabilities			(42.9	)		(13.3	)
		Prepaid expenses and other current assets			(1.1	)		(2.9	)
		Other			0.5			3.9

			Net cash (used in) provided by operating activities		(36.0	)		29.9
Cash flows from investing activities
	Capital expenditures				(11.1	)		(9.1	)
	(Investments in) proceeds from unconsolidated affiliates, net				(1.6	)		1.4
	Investments in trading securities, net				(0.2	)		—
	Proceeds from investments (Note 3)				3.2			16.6
	Proceeds from sale of assets (Note 2)				27.0			74.0

			Net cash provided by investing activities		17.3			82.9
Cash flows from financing activities
	Proceeds from issuance of long-term debt				30.0			13.2
	Payments on long-term debt				(77.7	)		(20.2	)
	Purchases of treasury stock				(26.8	)		(100.0	)
	Proceeds from stock plans				16.7			6.2
	Excess tax benefit from stock plans				4.3			1.3
	Other				(0.4	)		0.9

			Net cash used in financing activities		(53.9	)		(98.6	)
Effect of currency exchange rate changes on cash and cash equivalents					0.6			6.9

			Net (decrease) increase in cash and cash equivalents		(72.0	)		21.1
Cash and cash equivalents at beginning of period					218.7			141.8

Cash and cash equivalents at end of period				$	146.7		$	162.9

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

Table of Contents

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, 2008. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.

In the opinion of management of Edwards Lifesciences Corporation (the "Company" or "Edwards Lifesciences"), 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. Certain reclassifications of previously reported amounts have been made to conform to classifications used in the current year.

Recently Adopted Accounting Standards

In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 157, " Fair Value Measurements " ("SFAS 157"), which defined fair value, established a framework for measuring fair value, and expanded disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position ("FSP") No. 157-2, " Effective Date of FASB Statement No. 157 " ("FSP 157-2"), which delayed the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except for those items that are recognized or disclosed at fair value in the financial statements on a recurring basis, until fiscal years beginning after November 15, 2008. The Company's adoption of SFAS 157, as it applies to those non-financial assets and liabilities affected by the one-year delay, did not have a material impact on the Company's consolidated financial statements. See Note 7 for further information.

In December 2007, the FASB ratified the consensus reached by the Emerging Issues Task Force ("EITF") in EITF Issue No. 07-1, " Accounting for Collaborative Arrangements " ("EITF 07-1"). EITF 07-1 defines collaborative arrangements and establishes reporting requirements for transactions between participants in a collaborative arrangement and between participants in the arrangement and third parties. EITF 07-1 also establishes the appropriate income statement presentation and classification for joint operating activities and payments between participants, as well as the sufficiency of the disclosures related to these arrangements. EITF 07-1 was effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Retrospective application to all prior periods presented is required for all collaborative arrangements existing as of the effective date. The Company's adoption of EITF 07-1 did not have a material impact on its consolidated financial statements. See Note 15 for further information.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), " Business Combinations " ("SFAS 141R"). SFAS 141R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. SFAS 141R also provides guidance for recognizing and measuring goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Among other requirements, SFAS 141R expands the definition of a business combination, requires acquisitions to be accounted for at fair value, and requires transaction costs and restructuring charges to be expensed. SFAS 141R was effective for fiscal years beginning on or after December 15, 2008. SFAS 141R will impact the Company if it is involved in a business combination.

Table of Contents

In March 2008, the FASB issued SFAS No. 161, " Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133 " ("SFAS 161"). SFAS 161 requires enhanced disclosures about an entity's derivative instruments and hedging activities, including (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. SFAS 161 was effective for fiscal years and interim periods beginning after November 15, 2008. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. See Note 8 for further information.

In April 2008, the FASB issued FSP No. FAS 142-3, " Determination of the Useful Life of Intangible Assets " ("FSP 142-3"). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, " Goodwill and Other Intangible Assets. " FSP 142-3 applies to intangible assets that are acquired individually or with a group of other assets acquired in business combinations and asset acquisitions. FSP 142-3 also requires expanded disclosure related to the determination of intangible asset useful lives. FSP 142-3 was effective for fiscal years beginning after December 15, 2008. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

In November 2008, the FASB ratified the consensus reached by the EITF in EITF Issue No. 08-6, " Equity Method Investment Accounting Considerations " ("EITF 08-6"). EITF 08-6 clarifies the accounting for certain transactions and impairment considerations involving equity method investments. EITF 08-6 was effective for fiscal years beginning after December 15, 2008, with early adoption prohibited. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

In November 2008, the FASB ratified the consensus reached by the EITF in EITF Issue No. 08-7, " Accounting for Defensive Intangible Assets " ("EITF 08-7"). EITF 08-7 clarifies the accounting for certain separately identifiable intangible assets which an acquirer does not intend to actively use but intends to hold to prevent its competitors from obtaining access to them. EITF 08-7 requires an acquirer in a business combination to account for a defensive intangible asset as a separate unit of accounting which should be amortized to expense over a period the asset diminishes in value. EITF 08-7 was effective for fiscal years beginning after December 15, 2008, with early adoption prohibited. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

In April 2009, the FASB issued FSP No. FAS 141 (R)-1, " Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies " (FSP 141R-1"). FSP 141R-1 amends the guidance in SFAS 141R to require that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably determined. If the fair value cannot be reasonably determined, then the assets and liabilities should be recognized at the amount that would be recognized in accordance with SFAS No. 5, " Accounting for Contingencies, " and FASB Interpretation No. 14, " Reasonable Estimation of the Amount of a Loss. " The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

New Accounting Standards Not Yet Adopted

Table of Contents

similar to that required under SFAS 157, and (d) significant concentrations of risk. FSP 132R-1 is effective for fiscal years ending after December 15, 2009. The Company does not expect the adoption of FSP 132R-1 will have a material impact on its consolidated financial statements.

In April 2009, the FASB issued FSP No. FAS 157-4, " Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly " ("FSP 157-4"). FSP 157-4 provides additional guidance for estimating fair value in accordance with SFAS 157 when the volume and level of activity for the asset or liability have significantly decreased. FSP 157-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP 157-4 is effective for interim and annual reporting periods ending after June 15, 2009. The Company does not expect the adoption of FSP 157-4 will have a material impact on its consolidated financial statements.

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, " Recognition and Presentation of Other-Than-Temporary Impairments " ("FSP 115-2 and 124-2"). FSP 115-2 and 124-2 amends the other-than-temporary impairment guidance related to debt securities and expands and increases the frequency of existing disclosures about other-than-temporary impairments for debt and equity securities. In addition, FSP 115-2 and 124-2 requires that the annual disclosures in SFAS No. 115, " Accounting for Certain Investments in Debt and Equity Securities ," and FSP No. FAS 115-1 and FAS 124-1, " The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, " be made for interim periods. FSP 115-2 and 124-2 is effective for interim and annual reporting periods ending after June 15, 2009. The Company does not expect the adoption of FSP 115-2 and 124-2 will have a material impact on its consolidated financial statements.

In April 2009, the SEC issued Staff Accounting Bulletin ("SAB") No. 111, " Other Than Temporary Impairment of Certain Investments in Debt and Equity Securities " ("SAB 111"). SAB 111 amends SAB Topic 5M to reflect the guidance in FSP 115-2 and 124-2. SAB 111 maintains the prior staff views related to equity securities but amends SAB Topic 5M to exclude debt securities from its scope. The Company does not expect the adoption of SAB 111 will have a material impact on the Company's consolidated financial statements.

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, " Interim Disclosures about Fair Value of Financial Instruments " ("FSP 107-1 and 28-1"). FSP 107-1 and 28-1 requires disclosures about the fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. FSP 107-1 and 28-1 is effective for interim reporting periods ending after June 15, 2009. The Company does not expect the adoption of FSP 107-1 and 28-1 will have a material impact on its consolidated financial statements.

2. SPECIAL (GAINS) CHARGES, NET

		Three Months Ended March 31,

		2009			2008
(Gain) loss on sale of product line		$	(27.0	)	$	8.1
Sale of distribution rights			(2.8	)		—
Reserve reversal			(1.0	)		—
Litigation settlement			—			2.1
Realignment expenses, net			—			(0.1	)

	Special (gains) charges, net	$	(30.8	)	$	10.1

Table of Contents

(Gain) Loss on Sale of Product Line

In January 2008, the Company completed the sale of certain assets related to the Edwards LifeStent peripheral vascular product line. Under the terms of the sale agreement, the Company received an initial cash payment of $74.0 million at closing, and is entitled to receive up to an additional $65.0 million in cash upon the achievement of certain milestones. In addition, the Company agreed to provide transition services until the earlier of mid-2010 or the transfer of manufacturing to the buyer. In December 2008, the Company received a $23.0 million LifeStent milestone payment in connection with the transfer of its pre-market approval to the buyer. In February 2009, the Company received an additional $27.0 million milestone payment associated with the LifeStent pre-market approval. The remaining $15.0 million milestone payment will be recorded upon the transfer of LifeStent device manufacturing to the buyer.

In connection with this transaction, the Company recorded in January 2008 a pre-tax loss of $8.1 million consisting of the cash proceeds of $74.0 million, offset by a $34.6 million write-off of goodwill associated with this product line, $36.9 million related to the net book value of inventory, fixed assets, and intangible assets that were sold, $6.9 million of deferred revenue related to the transition services the Company has agreed to provide, and $3.7 million of transaction and other costs related to the sale.

Sale of Distribution Rights

In March 2009, the Company recorded a $2.8 million gain related to the sale of its distribution rights in Europe for a specialty vascular graft.

Reserve Reversal

In 2004, the Company discontinued its Lifepath AAA endovascular graft program. In March 2009, upon completion of its remaining clinical obligations related to this program, the Company reversed its remaining $1.0 million clinical reserve.

Litigation Settlement

In March 2008, the Company recorded a $2.1 million charge for the settlement of litigation related to its divested United States perfusion services business. Under the terms of the divestiture, this was the Company's last outstanding case.

Realignment Expenses, net

In March 2008, the Company recorded a $1.3 million charge for executive severance associated with the Company's business realignment, offset by a $1.4 million reversal of the December 2007 accrued severance related to the sale of the LifeStent product line. As of March 31, 2009, remaining payments of $0.3 million for the executive severance charge are expected to be paid through the end of 2009.

In December 2007, the Company recorded realignment expenses of $13.9 million primarily related to (1) severance expenses associated with the sale of the Company's LifeStent product line and a global reduction in workforce, primarily in the United States, Europe, and Japan (impacting approximately 180 employees), and (2) the termination of the Company's intra-aortic balloon pump distribution agreement in Japan. As of March 31, 2009, remaining payments of approximately $2.1 million are expected to be paid through the end of 2009.

Table of Contents

3. INVESTMENTS

The Company holds an investment in the Bank of America Columbia Strategic Cash fund, a private placement money market mutual fund, which was closed to new subscriptions or redemptions in December 2007, resulting in the Company's inability to immediately redeem its investments for cash. During the three months ended March 31, 2009, the Company recognized an unrealized gain of $0.1 million, included in " Accumulated Other Comprehensive Loss ." During the three months ended March 31, 2008, the Company recognized realized losses and unrealized losses considered other-than-temporary of $0.6 million, included in " Other Expense, net. " Since December 31, 2007, the Company has received cash redemptions of $38.7 million. The fair value of the Company's remaining investment in this fund as of March 31, 2009 and December 31, 2008 was estimated to be $7.8 million and $10.9 million, respectively, based on the net asset value of the fund. Based on information received from the fund manager regarding the timing of the expected redemptions, the Company expects to receive cash redemptions for approximately $3.7 million through the first quarter of 2010, which has been classified as " Short-term Investments " on the accompanying consolidated condensed balance sheet as of March 31, 2009. The remaining $4.1 million of the investment is expected to be received after the first quarter of 2010, and has been classified as " Other Assets ." As of December 31, 2008, $8.1 million of the investment was classified as " Short-term Investments " and $2.8 million was classified as " Other Assets " based on the redemption schedule communicated to the Company at that time.

4. ACCOUNTS RECEIVABLE SECURITIZATION

The Company terminated its securitization program in Japan in February 2009. Previously, under the Japan Receivables Facility, the Company sold eligible accounts receivable directly to a financial institution, and the transactions were accounted for as sales of accounts receivable. Upon termination of the program, the Company paid the financial institution $39.0 million for the outstanding accounts receivable and February collections.

5. INVENTORIES

Inventories consisted of the following (in millions):

	March 31, 2009		December 31, 2008

Raw materials	$	35.1	$	36.5
Work in process		24.0		19.5
Finished products		87.0		95.8

	$	146.1	$	151.8

6. OTHER INTANGIBLE ASSETS

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

		Patents			Unpatented Technology			Other			Total

March 31, 2009
Cost		$	205.0		$	35.0		$	13.4		$	253.4
Accumulated amortization			(131.5	)		(25.3	)		(4.0	)		(160.8	)

	Net carrying value	$	73.5		$	9.7		$	9.4		$	92.6

December 31, 2008
Cost		$	204.1		$	35.0		$	13.4		$	252.5
Accumulated amortization			(127.3	)		(24.6	)		(3.7	)		(155.6	)

	Net carrying value	$	76.8		$	10.4		$	9.7		$	96.9

Table of Contents

Patents include $8.3 million of capitalized legal costs related to the defense and enforcement of issued patents and trademarks for which success is deemed probable as of March 31, 2009.

Amortization expense related to other intangible assets was $5.3 million and $4.6 million for the three months ended March 31, 2009 and 2008, respectively. Estimated amortization expense for each of the years ending December 31 is as follows (in millions):


2009	$	20.7
2010		19.1
2011		15.2
2012		12.9
2013		12.8

The Company expenses costs incurred to renew or extend the term of acquired intangible assets. No such costs were incurred during the three months ended March 31, 2009.

7. FAIR VALUE MEASUREMENTS

The Company adopted SFAS 157 as of January 1, 2008 with respect to its financial assets and liabilities, and as of January 1, 2009 with respect to its non-financial assets and liabilities. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 establishes a fair value hierarchy that prioritizes the inputs used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed 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 assets and liabilities which are measured at fair value on a recurring basis (in millions):

	March 31, 2009

	Level 1		Level 2		Level 3		Total
Assets
Investment in the Bank of America Columbia Strategic Cash fund	$	—	$	—	$	7.8	$	7.8
Investments held for executive deferred compensation plan		9.9		—		—		9.9
Investments in unconsolidated affiliates		6.3		—		—		6.3
Derivatives		—		5.9		—		5.9

	$	16.2	$	5.9	$	7.8	$	29.9

Table of Contents

	December 31, 2008

	Level 1		Level 2		Level 3		Total
Assets
Investment in the Bank of America Columbia Strategic Cash fund	$	—	$	—	$	10.9	$	10.9
Investments held for executive deferred compensation plan		10.2		—		—		10.2
Investments in unconsolidated affiliates		5.1		—		—		5.1
Residual interest in accounts receivable securitizations		—		—		6.6		6.6

	$	15.3	$	—	$	17.5	$	32.8

Liabilities
Derivatives	$	—	$	1.3	$	—	$	1.3

	$	—	$	1.3	$	—	$	1.3

The following table summarizes the changes in fair value of the Company's financial assets and liabilities that have been classified as Level 3 (in millions):

			Three Months Ended March 31, 2009

			Investment in the Columbia Strategic Cash Fund			Residual Interest in Accounts Receivable Securitizations			Total
Balance at December 31, 2008			$	10.9		$	6.6		$	17.5
	Total gains—realized and unrealized:
		Included in other comprehensive loss		0.1			—			0.1
	Purchases, sales, issuances, and settlements			(3.2	)		(6.6	)		(9.8	)

Balance at March 31, 2009			$	7.8		$	—		$	7.8

			Three Months Ended March 31, 2008

			Investment in the Columbia Strategic Cash Fund			Residual Interest in Accounts Receivable Securitizations		Total
Balance at December 31, 2007			$	49.4		$	8.8	$	58.2
	Total losses—realized and unrealized:
		Included in earnings(a)		(0.6	)		—		(0.6	)
	Purchases, sales, issuances, and settlements			(16.6	)		4.4		(12.2	)

Balance at March 31, 2008			$	32.2		$	13.2	$	45.4

(a): Recorded as a component of " Other Expense, net " in the consolidated condensed statement of operations.

The Company's investment in the Bank of America Columbia Strategic Cash fund, a private placement money market mutual fund, was closed to new subscriptions or redemptions in December 2007, resulting in the Company's inability to immediately redeem its investment for cash. The fair value of the Company's remaining investment in this fund was estimated based on the net asset value of the fund. The fair value of the underlying securities held by the fund was determined based on quoted market prices or broker quotes, when possible. In the absence of observable market quotations, the underlying securities were valued based on alternative valuation techniques using inputs that may not

Table of Contents

be observable. In these cases, the fair value was based on available information believed to be reliable, which may be affected by conditions in the financial markets. Different market participants may reach different opinions as to the value of any particular security based on their varying market outlooks, the market information available to them, and the particular circumstances of their portfolios. The Company has procedures to independently verify and test valuations received from third parties.

The Company estimates the fair value of the residual interest in accounts receivable securitizations using the net carrying amount of the accounts receivables less the discount paid on the sale of the receivables. This amount is calculated using future expected credit losses and calculated contractual rebates to distributors to determine the future expected cash flows, which generally approximate fair value given the securitized portfolio's short-term weighted-average life. The Company terminated its securitization program in the United States in August 2008 and in Japan in February 2009.

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 these 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 three months ended March 31, 2009, the Company had no impairments related to these assets.

8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Edwards Lifesciences maintains an overall risk management strategy that may incorporate the use of a variety of derivative financial instruments, as summarized below, to mitigate its exposure to significant unplanned fluctuations in earnings and cash flow caused by volatility in interest rates and currency exchange rates. Derivative instruments that are used as part of the Company's interest and foreign exchange rate management strategy can include interest rate swaps, option-based products, and forward exchange contracts. As of March 31, 2009, all derivative instruments owned were designated as hedges of underlying exposures. Edwards Lifesciences does not use any of these instruments for trading or speculative purposes.

	March 31, 2009

	Notional Amount		Fair Value Asset (Liability)
	(in millions)
Forward currency agreements	$	227.5	$	5.1
Currency option contracts		29.2		0.8

The Company utilizes forward exchange contracts and option contracts to hedge a portion of its exposure to forecasted intercompany and third-party foreign currency transactions. These contracts provide for the purchase or sale of foreign currencies at specified future dates at specified exchange rates. These contracts are entered into to reduce the risk that the Company's earnings and cash flows resulting from certain forecasted transactions will be adversely affected by changes in foreign currency exchange rates. These agreements have a maximum duration of one year.

Derivative instruments used by the Company involve, to varying degrees, elements of credit risk, in the event a counterparty should default, and market risk, as the instruments are subject to rate and price fluctuations. Credit risk is managed through the use of credit standard guidelines, counterparty diversification, monitoring of counterparty financial condition, and International Swap Dealers Association master-netting agreements in place with all derivative counterparties. All derivative

Table of Contents

financial instruments are with commercial banks and investment banking firms assigned investment grade ratings of "A" or better with national rating agencies.

Certain of the Company's derivative instrument contracts provide that if certain events of default occur, as outlined in the master-netting agreements, loss positions on these instruments must be fully collateralized beyond a threshold amount of $15 million. Additionally, the Company would be required to collateralize liability positions should it be in default under its Five-Year Unsecured Revolving Credit Agreement ("the Credit Agreement"). As of March 31, 2009, no derivative instruments with credit-risk-related contingent features were in a net liability position, and because the aggregate fair value of these instruments was less than the threshold amount, no collateral was required. As of March 31, 2009, the Company was in compliance with the Credit Agreement.

All derivatives are recognized on the balance sheet at their fair value. On the date that the Company enters into a derivative contract, it designates the derivative as either (a) a hedge of a forecasted transaction or the variability of cash flows that are to be received or paid in connection with a recognized asset or liability (a "cash flow" hedge), or (b) a hedge of an exposure to changes in the fair value of an asset, liability, or an unrecognized firm commitment (a "fair value" hedge). Changes in the fair value of a derivative that is highly effective, and that is designated and qualifies as a cash flow hedge to the extent that the hedge is effective, are recorded in " Accumulated Other Comprehensive Loss " until earnings are affected by the variability of cash flows of the hedged transaction (e.g., until periodic settlements of a variable asset or liability are recorded in 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. Changes in the fair value of a derivative that is highly effective, and that is designated and qualifies as a fair value hedge, are recorded in current-period earnings.

The following table presents the location and fair value amounts of derivative instruments reported in the consolidated condensed balance sheet as of March 31, 2009 (in millions):

	March 31, 2009

	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments under SFAS 133
Foreign exchange contracts	Prepaid expenses	$	5.9	Accrued liabilities	$	—

The following tables present the effect of derivative instruments on the consolidated statement of operations for the three months ended March 31, 2009 (in millions):

	Three Months Ended March 31, 2009

	Location of Gain or (Loss) Recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative
Derivatives in SFAS 133 fair value hedging relationships
Foreign exchange contracts	Other expense, net	$	0.8

Table of Contents

	Three Months Ended March 31, 2009

	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)		Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)
Derivatives in SFAS 133 cash flow hedging relationships
Foreign exchange contracts	$	12.1	Cost of goods sold	$	1.3

The Company expects that during the next twelve months it will reclassify to earnings a $4.8 million gain currently recorded in " Accumulated Other Comprehensive Loss ." For the three months ended March 31, 2009, the Company did not record any expense related to the time value of option-based products and did not record any gains or losses due to hedge ineffectiveness.

9. DEFINED BENEFIT PLANS

The components of net periodic benefit costs for the three months ended March 31, 2009 and 2008 were as follows (in millions):

		Three Months Ended March 31,

		2009			2008
Service cost		$	1.4		$	1.0
Employee contributions			—			—
Interest cost			0.4			0.3
Expected return on plan assets			(0.2	)		(0.2	)
Amortization of prior service cost and other			0.1			—

	Net periodic pension benefit cost	$	1.7		$	1.1

10. STOCK-BASED COMPENSATION

Stock-based compensation expense related to awards issued under the Company's incentive compensation plans for the three months ended March 31, 2009 and 2008 was as follows (in millions):

		Three Months Ended March 31,

		2009		2008
Cost of goods sold		$	0.6	$	0.6
Selling, general and administrative expenses			5.2		4.6
Research and development expenses			1.1		1.4

	Total stock-based compensation expense	$	6.9	$	6.6

At March 31, 2009, the total remaining compensation cost related to unvested stock options, restricted stock units, and employee stock purchase subscription awards amounted to $40.7 million and will be amortized on a straight-line basis over a weighted-average vesting period of approximately 27 months.

Table of Contents

Fair Value Disclosures

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 March 31,

	2009			2008
Risk-free interest rate		1.7	%		2.7	%
Expected dividend yield		None			None
Expected volatility		23.7	%		18.5	%
Expected term (years)		4.9			4.9
Fair value, per share	$	14.87		$	9.77

The Black-Scholes option pricing model was used with the following weighted-average assumptions for employee stock purchase plan ("ESPP") subscriptions granted during the following periods:

ESPP

	Three Months Ended March 31,

	2009			2008
Risk-free interest rate		0.3	%		3.3	%
Expected dividend yield		None			None
Expected volatility		25.5	%		23.8	%
Expected term (years)		0.6			0.6
Fair value, per share	$	12.49		$	10.58

11. COMMITMENTS AND CONTINGENCIES

In August 2003, Edwards Lifesciences filed a lawsuit against Medtronic, Inc. and its affiliate, Medtronic Vascular, Inc. (collectively, "Medtronic"); Cook, Inc. ("Cook"); and W.L. Gore & Associates ("Gore") alleging infringement of a patent exclusively licensed to the Company. The lawsuit was filed in the United States District Court for the Northern District of California, seeking monetary damages and injunctive relief. In September 2003, a second patent exclusively licensed to the Company was added to the lawsuit. As announced in January 2006, Edwards Lifesciences settled this litigation with Medtronic. Edwards Lifesciences remains in litigation with Cook and Gore. In March 2008, the District Court granted summary judgment of non-infringement in favor of Cook and subsequently in favor of Gore. In September 2008, Edwards Lifesciences appealed these judgments to the Federal Circuit Court of Appeals.

In May 2007, Edwards Lifesciences filed a lawsuit against CoreValve, Inc. ("CoreValve"), alleging that CoreValve's ReValving System infringes on a European patent, one of the Andersen family of patents. The lawsuit was filed in the District Patent Court in Dusseldorf, Germany, seeking injunctive and declaratory relief. As announced in October 2008, the Court rejected this assertion and dismissed the infringement lawsuit. The Company has appealed this decision. In May 2007, and June 2007, CoreValve filed separate lawsuits in London, United Kingdom, and Munich, Germany, respectively, against the three inventors of this patent alleging that the patent is invalid. The Company then asserted that CoreValve's ReValving System infringes the Andersen patent in the United Kingdom. In January 2009, the United Kingdom Court determined that the Andersen patent was valid but not infringed by

Table of Contents

CoreValve. The Company is considering an appeal. In February 2008, the Company filed a lawsuit against CoreValve in the United States alleging infringement of three of the U.S. Andersen patents. This lawsuit is ongoing.

In February 2008, Cook filed a lawsuit in the District Patent Court in Dusseldorf, Germany, against Edwards Lifesciences alleging that the Edwards SAPIEN transcatheter heart valve infringes on a Cook patent. Edwards Lifesciences subsequently filed lawsuits in London, United Kingdom, and in Munich, Germany, against Cook alleging that the patents in each country are invalid. In the United Kingdom lawsuit, Cook has counterclaimed, alleging infringement by Edwards. As announced, following the trial in Germany on infringement, the Court ruled on March 19, 2009, that the Company does not infringe the Cook patent.

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. 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.

12. COMPREHENSIVE INCOME

Reconciliation of net income to comprehensive income is as follows (in millions):

		Three Months Ended March 31,

		2009			2008
Net income		$	60.5		$	18.2
Other comprehensive income:
	Currency translation adjustments		(6.1	)		18.0
	Unrealized net gain (loss) on investments in unconsolidated affiliates, net of tax		1.1			(3.7	)
	Unrealized net gain (loss) on cash flow hedges, net of tax		6.6			(4.6	)

Comprehensive income		$	62.1		$	27.9

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

Table of Contents

diluted earnings per share. Diluted shares outstanding include the dilutive effect of the conversion of convertible debt, restricted stock units, and in-the-money options. The dilutive impact of the restricted stock units 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 per share information):

		Three Months Ended March 31,

		2009		2008
Basic:
	Net income	$	60.5	$	18.2

	Weighted-average shares outstanding		56.0		56.1

	Basic earnings per share	$	1.08	$	0.32

Diluted:
	Net income applicable to diluted shares	$	60.5	$	18.2

	Weighted-average shares outstanding		56.0		56.1
	Dilutive effect of stock plans		2.5		2.4

	Diluted weighted-average shares outstanding		58.5		58.5

	Diluted earnings per share	$	1.03	$	0.31

Stock options and restricted stock units to purchase 1.0 million and 3.4 million shares for the three months ended March 31, 2009 and 2008, respectively, were outstanding, but were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive. For the three months ended March 31, 2008, the effect of 2.7 million potential common share equivalents relating to the Company's $150.0 million convertible debentures were excluded from the computation of diluted earnings per share because the result would have been anti-dilutive. The convertible debentures were redeemed on June 9, 2008.

14. INCOME TAXES

The effective income tax rates were 28.8% and 47.6% for the three months ended March 31, 2009 and 2008, respectively. The income tax rate for the three months ended March 31, 2009 included the tax effect on the LifeStent milestone receipt. The income tax rate for the three months ended March 31, 2008 included the tax effect on the sale of the LifeStent product line.

As of March 31, 2009 and December 31, 2008, the liability for income taxes associated with uncertain tax positions was $38.0 million and $35.9 million, respectively. These liabilities could be reduced by $1.9 million and $2.3 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 $36.1 million and $33.6 million, respectively, if recognized, would favorably affect the Company's effective tax rate. Changes to potential interest expense upon settlement during the period were immaterial.

Table of Contents

As a result of on-going audits, the total liability for unrecognized tax benefits may change within the next 12 months due to either settlements of audits or expiration of statutes of limitations. Quantification of those potential changes cannot be estimated at this time. At March 31, 2009, the Company has concluded all United States federal income tax matters for years through 2006. All material state, local, and foreign income tax matters have been concluded for years through 2003.

In February 2009, California enacted tax legislation which will be effective beginning 2011. Most of the provisions contained in the legislation are prospective in nature and take effect for taxable years beginning on or after January 1, 2011. The impact of the new legislation has been considered in the period in determining the Company's tax provision, including the realizability of its California research and development credit carryforward.

15. COLLABORATIVE AGREEMENT

The Company has a collaboration agreement with DexCom, Inc. ("DexCom") to develop products for continuously monitoring blood glucose levels in patients hospitalized for a variety of conditions. The agreement provides Edwards Lifesciences with an exclusive license to all of DexCom's applicable intellectual property. In December 2008, at the inception of the agreement, the Company recorded a charge of $13.4 million related to the upfront licensing and collaboration fee. The Company will also pay up to $24 million over the next three years in product development costs and regulatory approval milestones. The product development costs will be expensed to " Research and Development Expenses " as incurred, and the regulatory approval milestones will be recorded as " Other Intangible Assets " and amortized over the useful life of the product. In addition, DexCom will receive either a profit-sharing payment of ten percent or a royalty of up to six percent of commercial sales. Edwards Lifesciences will be responsible for global sales and marketing, which is expected to begin in 2010, and DexCom will be responsible for initial manufacturing. The Company recorded $2.1 million of product development costs for the three months ended March 31, 2009.

16. SEGMENT INFORMATION

Edwards Lifesciences conducts operations worldwide and is managed in four geographical regions: United States, Europe, Japan, and Rest of World. All regions sell products that are used to treat advanced cardiovascular disease. The Company has reclassified certain prior period amounts to conform to internal methods of managing and monitoring performance at the segment level during the current period.

The Company evaluates the performance of its segments based on net sales and income before provision for income taxes ("pre-tax income"). The accounting policies of the segments are substantially the same as those described in Note 2, " Summary of Significant Accounting Policies, " in the Company's Annual Report on Form 10-K for the year ended December 31, 2008. Net sales and pre-tax income of reportable segments are based on internally derived standard foreign exchange rates, which may differ from year to year, and do not include inter-segment profits. Because of the interdependence of the reportable segments, the operating profit as presented may not be representative of the geographical distribution that would occur if the segments were not interdependent.

Certain items are maintained at the corporate level and are not allocated to the segments. The non-allocated items include net interest expense, global marketing expenses, corporate research and development expenses, United States manufacturing variances, corporate headquarters costs, in-process research and development, special gains and charges, stock-based compensation, foreign currency hedging activities, certain litigation costs, and most of the Company's amortization expense. Although most of the Company's depreciation expense is included in segment pre-tax income, due to the Company's methodology for cost build-up, it is impractical to determine the amount of depreciation

Table of Contents

expense included in each segment. The Company neither discretely allocates assets to its operating segments, nor evaluates the operating segments using discrete asset information.

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

		Three Months Ended March 31,

		2009		2008
Net Sales
United States		$	134.9	$	135.5
Europe			100.9		85.3
Japan			41.3		37.4
Rest of world			34.0		30.3

	Total segment net sales	$	311.1	$	288.5

Pre-Tax Income
United States		$	72.4	$	71.0
Europe			34.6		25.9
Japan			19.4		15.7
Rest of world			8.0		7.2

	Total segment pre-tax income	$	134.4	$	119.8

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 March 31,

		2009			2008
Net Sales Reconciliation
Segment net sales		$	311.1		$	288.5
Foreign currency			2.4			8.3

Consolidated net sales		$	313.5		$	296.8

Pre-tax Income Reconciliation
Segment pre-tax income		$	134.4		$	119.8
Unallocated amounts:
	Corporate items		(85.3	)		(70.3	)
	Special gains (charges), net		30.8			(10.1	)
	Interest expense, net		(0.1	)		(0.4	)
	Foreign currency		5.2			(4.3	)

Consolidated pre-tax income		$	85.0		$	34.7

Table of Contents

Enterprise-Wide Information

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

	Three Months Ended March 31,

	2009		2008
	(in millions)
Net Sales by Geographic Area
United States	$	134.9	$	135.5
Other countries		178.6		161.3

	$	313.5	$	296.8

Net Sales by Major Product and Service Area
Heart Valve Therapy	$	170.4	$	146.7
Critical Care		104.5		106.7
Cardiac Surgery Systems		22.5		21.4
Vascular		16.1		22.0

	$	313.5	$	296.8

	March 31, 2009		December 31, 2008

	(in millions)
Long-Lived Tangible Assets by Geographic Area
United States	$	173.2	$	171.4
Other countries		91.5		86.6

	$	264.7	$	258.0

Table of Contents

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 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 statement 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," "continue," "seek," "pro forma," "forecast," "intend" or other 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 future business, financial condition, results of operations, or performance to differ materially from the Company's historical results or those expressed 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, 2008 for a description of certain of these risks and uncertainties.

Overview

Edwards Lifesciences Corporation ("Edwards Lifesciences" or the "Company") is a global leader in products and technologies designed to treat advanced cardiovascular disease. The Company is focused specifically on technologies that treat structural heart disease and critically ill patients.

The products and technologies provided by Edwards Lifesciences to treat advanced cardiovascular disease are categorized into four main areas: Heart Valve Therapy; Critical Care; Cardiac Surgery Systems; and Vascular.

Edwards Lifesciences' Heart Valve Therapy portfolio is comprised of tissue heart valves and heart valve repair products. 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. In the Critical Care area, Edwards Lifesciences is a world leader in hemodynamic monitoring equipment used to measure a patient's cardiovascular function and in disposable pressure transducers, and also provides central venous access products for fluid and drug delivery. The Company's Cardiac Surgery Systems portfolio comprises a diverse line of products for use during cardiac surgery including cannula, EMBOL-X technologies, and other disposable products used during cardiopulmonary bypass procedures. Cardiac Surgery Systems also includes the Company's minimally invasive surgery ("MIS") product line. Edwards Lifesciences' Vascular portfolio includes a line of balloon catheter-based products, surgical clips and inserts, artificial implantable grafts, and stents (" LifeStent" products) for which approval is being sought for use in the treatment of peripheral vascular disease. The Company sold the LifeStent product line in January 2008, but will continue to manufacture these products for the buyer until the earlier of mid-2010 or the transfer of manufacturing to the buyer.

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.

Table of Contents

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.

Recently Adopted Accounting Standards

Table of Contents

or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, " Goodwill and Other Intangible Assets. " FSP 142-3 applies to intangible assets that are acquired individually or with a group of other assets acquired in business combinations and asset acquisitions. FSP 142-3 also requires expanded disclosure related to the determination of intangible asset useful lives. FSP 142-3 was effective for fiscal years beginning after December 15, 2008. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

New Accounting Standards Not Yet Adopted

In December 2008, the FASB issued FSP No. FAS 132(R)-1, " Employers' Disclosures about Postretirement Benefit Plan Assets " ("FSP 132R-1"). FSP 132R-1 requires additional disclosures about (a) how investment allocation decisions are made by management, (b) major categories of plan assets, (c) inputs and valuation techniques used to develop fair value measurements, including disclosures similar to that required under SFAS 157, and (d) significant concentrations of risk. FSP 132R-1 is effective for fiscal years ending after December 15, 2009. The Company does not expect the adoption of FSP 132R-1 will have a material impact on its consolidated financial statements.

Table of Contents

Results of Operations

Net Sales Trends

The following is a summary of United States and international net sales (dollars in millions):

		Three Months Ended March 31,

		Three Months Ended March 31,							Percent Change
		2009		2008		Change			Percent Change
United States		$	134.9	$	135.5	$	(0.6	)		(0.4	)%
International			178.6		161.3		17.3			10.7	%

	Total net sales	$	313.5	$	296.8	$	16.7			5.6	%

In the United States, the $0.6 million decrease in net sales for the three months ended March 31, 2009 was due primarily to:

•: Vascular products, which decreased net sales by $4.1 million, primarily due to the divestiture of the LifeStent product line in mid-January 2008. Sales after the divestiture result from the on-going manufacturing requirements of the sale agreement, which will continue until the earlier of mid-2010 or the transfer of manufacturing to the buyer;

partially offset by:

•: Heart Valve Therapy products, which increased net sales by $3.2 million, driven primarily by the Magna mitral valve and the Carpentier-Edwards PERIMOUNT Magna with ThermaFix valve.

Table of Contents

International net sales increased $17.3 million for the three months ended March 31, 2009 due primarily to:

•: Heart Valve Therapy products, which increased net sales by $20.5 million, driven primarily by the Edwards SAPIEN transcatheter heart valve, the Carpentier-Edwards PERIMOUNT Magna Ease valve, and the launch of the Magna aortic valve in Japan in the second quarter of 2008;

partially offset by:

•: Vascular products, which decreased net sales by $1.7 million, primarily due to the divestiture of the LifeStent product line.

Foreign currency exchange rate fluctuations included above decreased net sales by $10.0 million for the three months ended March 31, 2009 due primarily to the weakening of the Euro against the United States dollar. The impact of foreign currency exchange rate fluctuations on net sales would not necessarily be 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

The following table is a summary of net sales by product line (dollars in millions):

		Three Months Ended March 31,

		Three Months Ended March 31,							Percent Change
		2009		2008		Change			Percent Change
Heart Valve Therapy		$	170.4	$	146.7	$	23.7			16.2	%
Critical Care			104.5		106.7		(2.2	)		(2.1	)%
Cardiac Surgery Systems			22.5		21.4		1.1			5.1	%
Vascular			16.1		22.0		(5.9	)		(26.8	)%

	Total net sales	$	313.5	$	296.8	$	16.7			5.6	%

Heart Valve Therapy

The $23.7 million increase in net sales of Heart Valve Therapy products for the three months ended March 31, 2009 was due primarily to:

•: the Edwards SAPIEN transcatheter heart valve, which increased net sales by $16.5 million; and
•: pericardial tissue valves, which increased net sales by $8.7 million, primarily as a result of the Carpentier-Edwards PERIMOUNT Magna Ease valve, the Magna with ThermaFix aortic and mitral valves, and the launch of the Magna aortic valve in Japan in the second quarter of 2008.

The Company expects that its SAPIEN transcatheter heart valve will continue to be a strong contributor to 2009 sales, and anticipates introducing new products across the aortic, mitral, and valve repair categories. The Company expects to introduce the Magna Ease valve into the United States in the third quarter of 2009, pending regulatory approval. The Company expects to launch an enhancement to its Magna Mitral valve, called the Magna Mitral Ease , in the second half of 2009 in the United States and Europe. The Magna Mitral Ease will extend the Magna platform by providing improved MIS capabilities and ease of implantation. The Company launched the Carpentier-Edwards Physio II ring in the United States and Europe during the first quarter of 2009, and expects this product to lift its growth in the repair segment. Physio II is the next generation repair product for the degenerative segment of mitral repair. In Japan, the Company received regulatory approval for its IMR

Table of Contents

ETlogix ring during the first quarter of 2009, and expects to launch this product in Japan during the second quarter of 2009.

Critical Care

The $2.2 million decrease in net sales of Critical Care products for the three months ended March 31, 2009 was due primarily to:

•: core Critical Care products, which decreased net sales by $3.6 million, due primarily to decreased sales of advanced hemodynamic monitoring equipment; and
•: hemofiltration products, which decreased net sales by $1.8 million;

partially offset by:

•: FloTrac systems, which increased net sales by $3.2 million.

The Company expects worldwide FloTrac system sales to continue to be a significant contributor to Critical Care sales growth in 2009, and that it will continue to expand the market for minimally invasive hemodynamic monitoring. During the first quarter of 2009, the Company launched a third generation algorithm enhancement for the FloTrac system that enhances its accuracy when used in patients with sepsis and other critical illnesses. At the end of 2008, the Company purchased intellectual property that is expected to be incorporated into a substantial upgrade for the FloTrac system, which is planned for launch in the third quarter of 2009. In addition, the Company anticipates launching a new hardware platform in the third quarter of 2009 with a simpler, more intuitive informational display, and expects to ultimately consolidate all parameters into one platform.

During the fourth quarter of 2008, the Company entered into a collaboration agreement with DexCom, Inc. to develop products for continuously monitoring blood glucose levels in patients hospitalized for a variety of conditions. During 2009, the Company expects to complete clinical studies to support regulatory approval and, if the clinical studies are successful, anticipates introducing a first generation product in Europe by year end.

Cardiac Surgery Systems

The $1.1 million increase in net sales of Cardiac Surgery Systems products for the three months ended March 31, 2009 was due primarily to MIS products, which increased net sales by $1.2 million. In June 2009, the Company expects to launch its EndoDirect arterial cannula system, which provides cardiac surgeons with an additional minimally invasive alternative when femoral access is not an option.

Vascular

The $5.9 million decrease in net sales of Vascular products for the three months ended March 31, 2009 was due primarily to the divestiture of the LifeStent product line in mid-January 2008. The Company agreed to provide transition services, including manufacturing, to the buyer until the earlier of mid-2010 or the transfer of manufacturing to the buyer. LifeStent sales after the divestiture result from the on-going manufacturing requirements of the sale agreement.

Gross Profit

	Three Months Ended March 31,

	2009			2008			Change
Gross profit as a percentage of net sales		69.1	%		65.3	%		3.8 pts.

Table of Contents

The 3.8 percentage point increase in gross profit as a percentage of net sales for the three months ended March 31, 2009 was driven by:

•: a 1.8 percentage point increase in international gross profit as a percentage of net sales due to a more profitable product mix, primarily higher sales of Heart Valve Therapy products and FloTrac systems;
•: a 1.5 percentage point increase in the United States gross profit as a percentage of net sales due primarily to a more profitable product mix, primarily from reduced sales of LifeStent products under the on-going manufacturing requirements of the LifeStent sale agreement; and
•: the impact from the expiration of foreign currency hedging contracts;

partially offset by:

•: the unfavorable impact of Critical Care manufacturing variations.

Selling, General and Administrative (SG&A) Expenses

	Three Months Ended March 31,

	2009			2008			Change
	(dollars in millions)
SG&A expenses	$	121.9		$	114.6			$7.3
SG&A expenses as a percentage of net sales		38.9	%		38.6	%		0.3 pts.

The $7.3 million increase in SG&A expenses and the 0.3 percentage point increase in SG&A expenses as a percentage of net sales for the three months ended March 31, 2009 was due primarily to (1) investments for the transcatheter heart valve program in Europe and (2) higher sales-related spending in the Heart Valve Therapy and Critical Care product lines. The increases were partially offset by the favorable impact of foreign currency (primarily the weakening of the Euro against the United States dollar) in the amount of $3.9 million.

Research and Development Expenses

	Three Months Ended March 31,

	2009			2008			Change
	(dollars in millions)
Research and development expenses	$	39.9		$	32.9			$7.0
Research and development expenses as a percentage of net sales		12.7	%		11.1	%		1.6 pts.

The increase in research and development expenses for the three months ended March 31, 2009 was due primarily to additional investments in the transcatheter heart valve and glucose programs.

The following are the developments related to the Company's transcatheter aortic valve replacement program (formerly Percutaneous Valve Technologies, Inc.'s percutaneous aortic valve program):

•: the Company received conditional Investigational Device Exemption ("IDE") approval from the U.S. Food and Drug Administration ("FDA") in March 2007 to initiate its PARTNER trial, a pivotal clinical trial of the Company's Edwards SAPIEN transcatheter heart valve technology. The PARTNER trial, which has two study arms, began enrollment during the second quarter of 2007 and will evaluate the Edwards SAPIEN transcatheter heart valve in patients who are considered at high risk for conventional open-heart valve surgery. In the first study arm ("Cohort A"), patients are randomized on a 1:1 basis to either high risk surgery or the Edwards

Table of Contents

SAPIEN transcatheter heart valve. Cohort A will have 690 patients and is a non-inferiority analysis. In the second study arm ("Cohort B"), patients who are deemed non-operable are randomized 1:1 to medical management or the Edwards SAPIEN transcatheter heart valve. Cohort B will have 350 patients and is a superiority analysis. The Company completed enrollment in Cohort B during the first quarter of 2009 and anticipates it will complete enrollment in Cohort A in August 2009. In addition, the Company received FDA approval for continued access to Cohort B for all of its existing PARTNER sites, under the same randomization scheme and protocol;

•: the Company received CE Mark approval in the fourth quarter of 2008 for European commercial sales of its RetroFlex III transfemoral delivery system, which simplifies the delivery of its SAPIEN valve. In addition, the Company received IDE approval to use its RetroFlex III delivery system in its U.S. PARTNER trial;
•: the Company began its United States feasibility trial of the SAPIEN valve in the pulmonic position in April 2008. The goal of this clinical study is to enable physicians to offer a minimally invasive alternative to patients with a failing pulmonic valve, using the Company's transcatheter valve platform and RetroFlex delivery system. The Company expects to complete enrollment by the end of the second quarter of 2009 and then transition to a larger humanitarian device exemption trial; and
•: first-in-man cases using the Company's next generation transcatheter heart valve, the Edwards SAPIEN XT , were performed during the first quarter of 2008. In December 2008, the first three implants were performed in the CE Mark trial. The Company believes that this next generation valve's features will help reduce its delivery profile without compromising strength, making it available to an even wider group of patients. The Company expects to complete enrollment in its CE Mark trial in the second quarter of 2009, and anticipates European approval in the first quarter of 2010. The FDA recently clarified that it expects submission of full and complete pre-clinical testing prior to starting any IDE trial. The Company is working to meet these requirements and continues to anticipate gaining an IDE approval to begin a clinical trial in the United States before the end of 2009.

The following are the developments related to the Company's transcatheter mitral valve program (formerly ev3, Inc.'s percutaneous mitral valve repair program):

•: in October 2008, the Company announced the continuation of the EVOLUTION II clinical trial of the Edwards MONARC system which is deployed into the coronary sinus. This trial will study up to 150 patients with moderate to severe mitral regurgitation and heart failure. The Company is currently enrolling patients for this trial, and expects to complete enrollment by the end of 2009.

Special (Gains) Charges, net

		Three Months Ended March 31,

		2009			2008
(Gain) loss on sale of product line		$	(27.0	)	$	8.1
Sale of distribution rights			(2.8	)		—
Reserve reversal			(1.0	)		—
Litigation settlement			—			2.1
Realignment expenses, net			—			(0.1	)

	Special (gains) charges, net	$	(30.8	)	$	10.1

Table of Contents

(Gain) Loss on Sale of Product Line

Sale of Distribution Rights

In March 2009, the Company recorded a $2.8 million gain related to the sale of its distribution rights in Europe for a specialty vascular graft.

Reserve Reversal

Litigation Settlement

Realignment Expenses, net

Table of Contents

Interest Expense, net

		Three Months Ended March 31,

		2009			2008			Change
		(in millions)
Interest expense		$	0.8		$	2.1		$	(1.3	)
Interest income			(0.7	)		(1.7	)		1.0

	Interest expense, net	$	0.1		$	0.4		$	(0.3	)

The decrease in interest expense for the three months ended March 31, 2009 resulted primarily from lower interest rates and a lower average debt balance as compared to the prior year period. The decrease in interest income for the three months ended March 31, 2009 resulted primarily from lower cash and short-term investment balances and lower average interest rates as compared to the prior year period.

Other Expense, net

The following is a summary of other expense, net (in millions):

		Three Months Ended March 31,

		2009			2008
Foreign exchange (gains) losses, net		$	(0.5	)	$	1.1
Investment impairment and realized losses			—			0.6
Accounts receivable securitization costs			—			0.6
Loss (gain) on investments in unconsolidated affiliates			0.9			(0.7	)
Other			—			(0.4	)

	Other expense, net	$	0.4		$	1.2

The foreign exchange (gains) losses relate to the foreign currency fluctuations on the Company's global trade and intercompany receivable and payable balances. Foreign exchange resulted in a net gain in the first quarter of 2009 compared to a net loss in the first quarter of 2008 due primarily to fluctuations in the Euro.

The investment impairment and realized losses represents the realized losses and estimated impairment in the value of the Company's investment in the Bank of America Columbia Strategic Cash fund. See the " Liquidity and Capital Resources " section for further information.

The decrease in securitization costs in 2009 was due to the Company's termination of its securitization programs in the United States in August 2008 and in Japan in February 2009.

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

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 effective income tax rates were 28.8% and 47.6% for the three

Table of Contents

months ended March 31, 2009 and 2008, respectively. The income tax rate for the three months ended March 31, 2009 included the tax effect on the LifeStent milestone receipt. The income tax rate for the three months ended March 31, 2008 included the tax effect on the sale of the LifeStent product line.

Liquidity and Capital Resources

The Company's sources of cash liquidity include cash on hand and cash equivalents, 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 is not currently experiencing any limitation on access to its credit facility as a result of the recent turmoil in global financial markets. 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 Edwards Lifesciences on favorable terms, or at all.

The Company has a Five-Year Unsecured Revolving Credit Agreement ("the Credit Agreement"), which matures on September 29, 2011. The Credit Agreement provides up to an aggregate of $500.0 million in one- to six-month borrowings in multiple currencies. Borrowings currently bear interest at the London interbank offering rate ("LIBOR") plus 0.40%, which includes a facility fee subject to adjustment for leverage ratio changes as defined in the Credit Agreement. The Company pays a facility fee regardless of available or outstanding borrowings, currently at an annual rate of 0.075%. All amounts outstanding under the Credit Agreement have been classified as long-term obligations, as these borrowings are expected to be refinanced pursuant to the Credit Agreement. As of March 31, 2009, borrowings of $123.0 million were outstanding under the Credit Agreement. The Credit Agreement contains various financial and other covenants, all of which the Company was in compliance with at March 31, 2009.

The Company previously securitized, on a continuous basis, an undivided interest in certain eligible pools of trade accounts receivable in the United States and Japan. In August 2008, the Company terminated its securitization program in the United States, and repurchased $50.0 million of accounts receivable. In February 2009, the Company terminated its securitization program in Japan and paid $39.0 million for the outstanding accounts receivable and February collections. The securitization programs no longer offered an attractive financing alternative.

In December 2007, the Company received notification that the Bank of America Columbia Strategic Cash fund, a private placement money market mutual fund in which the Company had invested $50.1 million as of December 31, 2007, was being closed to new subscriptions or redemptions, resulting in the Company's inability to immediately redeem its investments for cash. During the three months ended March 31, 2009, the Company recognized an unrealized gain of $0.1 million, included in " Accumulated Other Comprehensive Loss ." The fair value of the Company's remaining investment in

Table of Contents

this fund as of March 31, 2009 and December 31, 2008 was estimated to be $7.8 million and $10.9 million, respectively, based on the net asset value of the fund. Based on information received from the fund manager regarding the timing of the expected redemptions, the Company expects to receive cash redemptions for approximately $3.7 million through the first quarter of 2010, which has been classified as " Short-term Investments " on the accompanying consolidated condensed balance sheet as of March 31, 2009. The remaining $4.1 million of the investment is expected to be received after the first quarter of 2010, and has been classified as " Other Assets ."

In January 2008, the Company completed the sale of certain assets related to the Edwards LifeStent peripheral vascular product line. Under the terms of the sale agreement, the Company received an initial cash payment of $74.0 million at closing, and is entitled to receive up to an additional $65.0 million in cash upon the achievement of certain milestones. In addition, the Company agreed to provide transition services until the earlier of mid-2010 or the transfer of manufacturing to the buyer. In December 2008, the Company recorded a gain of $23.0 million for the receipt of a LifeStent milestone payment in connection with the transfer of its pre-market approval to the buyer. In February 2009, the Company received an additional $27.0 million milestone payment upon receipt of the United States regulatory approval, and the remaining $15.0 million milestone payment will be recorded upon the transfer of LifeStent device manufacturing to the buyer.

In July 2008, 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 $250.0 million of the Company's common stock. During the three months ended March 31, 2009, the Company repurchased 0.5 million shares at an aggregate cost of $26.8 million and as of March 31, 2009 had remaining authority to purchase $166.7 million of common stock.

At March 31, 2009, 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, 2008.

Net cash flows used in operating activities of $36.0 million for the three months ended March 31, 2009 decreased $65.9 million from the same period a year ago. This decrease was due primarily to a $39.0 million cash payment during the first quarter of 2009 to terminate the Company's accounts receivable securitization program in Japan. In addition, operating cash flow was negatively impacted by compensation payments during the first quarter 2009 associated with the Company's strong 2008 performance.

Net cash provided by investing activities of $17.3 million for the three months ended March 31, 2009 consisted primarily of $27.0 million of cash received for a milestone achievement associated with the LifeStent pre-market approval, partially offset by capital expenditures of $11.1 million.

Net cash provided by investing activities of $82.9 million for the three months ended March 31, 2008 consisted primarily of $74.0 million of cash received from the sale of the LifeStent product line and $16.6 million in cash redemptions associated with the Bank of America Columbia Strategic Cash fund, partially offset by capital expenditures of $9.1 million.

Net cash used in financing activities of $53.9 million for the three months ended March 31, 2009 consisted primarily of net payments on long-term debt of $47.7 million and purchases of treasury stock of $26.8 million, partially offset by the proceeds from stock plans of $16.7 million.

Net cash used in financing activities of $98.6 million for the three months ended March 31, 2008 consisted primarily of purchases of treasury stock of $100.0 million and net payments on long-term debt of $7.0 million, partially offset by the proceeds from stock plans of $6.2 million.

Table of Contents

Critical Accounting Policies

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 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 38-43 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, 2008. Management believes that at March 31, 2009, there had been no material changes to this information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

For a complete discussion of the Company's exposure to interest rate risk, refer to Item 7A " Quantitative and Qualitative Disclosures About Market Risk " on pages 46-48 of the Company's Annual Report on Form 10-K for the year ended December 31, 2008. There have been no significant changes from the information discussed therein.

Currency Risk

For a complete discussion of the Company's exposure to foreign currency risk, refer to Item 7A " Quantitative and Qualitative Disclosures About Market Risk " on pages 46-48 of the Company's Annual Report on Form 10-K for the year ended December 31, 2008. There have been no significant changes from the information discussed therein.

Credit Risk

For a complete discussion of the Company's exposure to credit risk, refer to Item 7A " Quantitative and Qualitative Disclosures About Market Risk " on pages 46-48 of the Company's Annual Report on Form 10-K for the year ended December 31, 2008. There have been no significant changes from the information discussed therein.

Concentrations of Credit Risk

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.

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 March 31, 2009, Edwards Lifesciences had $16.6 million of investments in equity instruments of other companies and had recorded unrealized losses of $4.6 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.

Table of Contents

The Company holds an investment in the Bank of America Columbia Strategic Cash fund, a private placement money market mutual fund, which was closed to new subscriptions or redemptions in December 2007, resulting in the Company's inability to immediately redeem its investments for cash. During the three months ended March 31, 2009, the Company recognized an unrealized gain of $0.1 million, included in " Accumulated Other Comprehensive Loss ." The fair value of the Company's remaining investment in this fund as of March 31, 2009 was estimated to be $7.8 million based on the net asset value of the fund. Based on information received from the fund manager regarding the timing of the expected redemptions, the Company expects to receive cash redemptions for approximately $3.7 million through the first quarter of 2010, which has been classified as " Short-term Investments " on the accompanying consolidated condensed balance sheet as of March 31, 2009. The remaining $4.1 million of the investment is expected to be received after the first quarter of 2010, and has been classified as " Other Assets ." The markets relating to these investments are subject to ongoing illiquidity and remain uncertain. There may be further decreases in the value of these investments until the fund is fully liquidated.

Item 4. Controls and Procedures

The Company's management, including the Chief Executive Officer and the Chief Financial Officer, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures as of March 31, 2009. Based on their evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that such controls and procedures are designed at a reasonable assurance level and are effective in providing reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. There have been no changes in the Company's internal controls over financial reporting that were identified during this evaluation that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Table of Contents

Part II. Other Information

Item 1. Legal Proceedings

Table of Contents

will not have a material impact on Edwards Lifesciences' financial position, results of operations, or liquidity.

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

Period		Average Price Paid per Share (or Unit)			Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)(a)

January 1, 2009 through January 31, 2009	140,000	$	55.87	140,000	$	185.7
February 1, 2009 through February 28, 2009	142,500		60.01	142,500		177.1
March 1, 2009 through March 31, 2009	180,000		57.97	180,000		166.7

Total	462,500		57.96	462,500

(a): On July 11, 2008, the Company announced that 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 $250.0 million of the Company's common stock.

Item 6. Exhibits

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


	10.2		Edwards Lifesciences Corporation Amended and Restated Employment Agreement for Michael A. Mussallem dated March 30, 2009
	10.3		Edwards Lifesciences Corporation Chief Executive Officer Change-in-Control Severance Agreement, as Amended and Restated March 30, 2009
	10.18		Edwards Lifesciences Corporation Form of Change-in-Control Severance Agreement
	10.19		Edwards Lifesciences Corporation Form of Change-in-Control Severance 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

Table of Contents

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: May 8, 2009	By:	/s/ THOMAS M. ABATE Thomas M. Abate Corporate Vice President, Chief Financial Officer and Treasurer (Chief Accounting Officer)

Table of Contents

EXHIBITS FILED WITH SECURITIES AND EXCHANGE COMMISSION

Exhibit No.			Description

	10.2		Edwards Lifesciences Corporation Amended and Restated Employment Agreement for Michael A. Mussallem dated March 30, 2009
	10.3		Edwards Lifesciences Corporation Chief Executive Officer Change-in-Control Severance Agreement, as Amended and Restated March 30, 2009
	10.18		Edwards Lifesciences Corporation Form of Change-in-Control Severance Agreement
	10.19		Edwards Lifesciences Corporation Form of Change-in-Control Severance 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

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.2

Amended and Restated Employment
Agreement for Michael A. Mussallem

Edwards Lifesciences Corporation

March 30, 2009

Contents


Article 1. Definitions		1
Article 2. Term of Employment Agreement		2
Article 3. Employment Duties and Compensation		2
Article 4. Employment Termination		5
Article 5. Restrictive Covenants		7
Article 6. Indemnification		9
Article 7. Assignment		9
Article 8. Dispute Resolution and Notice		9
Article 9. Miscellaneous		10

Amended and Restated Employment Agreement
for Michael A. Mussallem
Edwards Lifesciences Corporation

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Restated Agreement") is made, entered into, and is effective as of the 30th day of March 2009 (the "Effective Date"), by and between Edwards Lifesciences Corporation, a Delaware corporation (the "Company"), and Michael A. Mussallem (the "Executive").

WHEREAS, the Executive possesses considerable experience and knowledge of the business and affairs of the Company concerning its policies, methods, personnel, and operations; and

WHEREAS, the Executive has demonstrated unique qualifications to act in an executive capacity for the Company; and

WHEREAS, the Company is desirous of assuring the continued employment of the Executive as Chief Executive Officer ("CEO"), and the Executive is desirous of having such assurances; and

WHEREAS, the Company and the Executive are currently parties to that certain Amended and Restated Employment Agreement dated November 13, 2008 (the "Prior Employment Agreement") and desire to amend and restate the terms and conditions of the Prior Employment Agreement to reflect certain changes to the severance benefits payable to the Executive and to continue the Executive's employment with the Company upon those amended and restated terms and conditions; and

WHEREAS, by executing this Restated Agreement, the Executive and the Company hereby agree that this Restated Agreement shall supersede any prior employment arrangement or severance benefits set forth in the Prior Employment Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article 1. Definitions

As used in this Restated Agreement, unless the context expressly indicates otherwise, the following terms have the following meanings:

1.1 "Base Salary" means, at any time, the then-regular annual rate of pay which the Executive is receiving as annual salary, excluding amounts: (i) designated by the Company as payment toward reimbursement of expenses or (ii) received under short-term or long-term incentive or other bonus plans, regardless of whether or not the amounts are deferred.

1.2 "Board" means the Board of Directors of the Company.

1.3 "Cause" shall be determined solely by the Board in the exercise of good faith and reasonable judgment, and shall mean the occurrence of either of the following:

(i): The Executive's willfully engaging in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; or
(ii): The Executive's conviction of a felony.

However, no act or failure to act on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Company.

1.4 "Change in Control" has the same meaning as in the Severance Agreement.

1.5 "Code " means the Internal Revenue Code of 1986, as amended.

1.6 "Disability" shall have the meaning ascribed to such term in the Executive's governing long-term disability plan, or if no such plan exists, it shall have the meaning ascribed to such term in the Executive's governing long-term disability plan in effect as of the Effective Date.

1.7 "Employment Term" means the original or extended term of employment of this Restated Agreement as provided in Article 2 herein.

1.8 "Retirement" means any voluntary termination of the Executive's employment after age fifty-five (55), provided that the Executive has at least a combined ten (10) years of service with the Company and Baxter International, Inc. The Executive's number of years of service with the Company and Baxter International, Inc. shall be determined by calculating the number of complete twelve-month (12) periods of employment from the Executive's original date of hire with Baxter International, Inc. to the Executive's date of voluntary employment termination.

1.9 "Separation from Service " means the Executive's separation from service as determined in accordance with Code Section 409A and the applicable standards of the Treasury Regulations issued thereunder.

1.10 "Severance Agreement" means the Amended and Restated Chief Executive Officer Change in Control Severance Agreement as amended and restated as of March 30, 2009 between the Company and the Executive, as amended, or any successor agreement thereto.

1.11 "Severance Payments" means the payments designated as such in Section 4.3 herein and that may be provided to the Executive pursuant to such section.

1.12 "Subsidiary" means a corporation, company, or other entity: (i) more than fifty percent (50%) of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are; or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture, or unincorporated association), but more than fifty percent (50%) of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company.

Article 2. Term of Employment Agreement

This Restated Agreement will commence on the Effective Date first written above, and shall continue in effect until December 31, 2009. Thereafter, this Restated Agreement shall be extended automatically for successive one (1) year terms, unless the Company otherwise notifies the Executive in writing 180 days prior to the occurrence of such automatic extension. In the case where the Company properly notifies the Executive that the Restated Agreement will no longer be extended, the Restated Agreement will terminate at the end of the term, or extended term, then in progress.

However, in the event a Change in Control occurs during the original or any extended term, this Restated Agreement will remain in effect for twenty-four (24) months beyond the month in which such Change in Control occurred.

Article 3. Employment Duties and Compensation

3.1 Employment Duties. During the Employment Term, the Executive shall serve as CEO of the Company. In his capacity as CEO of the Company, the Executive shall report directly to the Board and shall maintain the level of duties and responsibilities as in effect on the Effective Date, or such higher level of duties and responsibilities as he may be assigned during the Employment Term. In his capacity as CEO, the Executive shall have the same status, privileges, and responsibilities normally inherent in such capacity in corporations of similar size and character to the Company.

In addition, during the Employment Term, the Executive shall be entitled to the benefits listed in Sections 3.2 through 3.8 herein and be subject to the covenants contained in Section 3.9.

3.2 Base Salary. The Company shall pay the Executive an annual Base Salary of at least eight hundred thousand dollars ($800,000) during the Employment Term. The Executive's Base Salary shall be paid in substantially equal installments throughout the year, consistent with the normal payroll practices of the Company. Further, the Base Salary shall be reviewed at least annually following the Effective Date of this Restated Agreement to ascertain whether, in the sole judgment of the Board or the Board's designee, such Base Salary should be changed. If so changed, the Base Salary as stated above shall, likewise, be increased for all purposes of this Restated Agreement.

3.3 Annual Bonus. Subject to Section 3.10, the Company shall provide the Executive with the opportunity to earn an annual cash bonus at a level which is in line with the Company's then current compensation philosophies and the then current opportunities provided to other top executives at the Company, and commensurate with the business opportunities and direction of the Company at the time, as determined by the Board or the Board's designee.

3.4 Long-Term Incentives Including Stock Options. Subject to section 3.10, the Company shall provide the Executive the opportunity to earn a long-term performance incentive award and/or stock options pursuant to the Company's Long-Term Stock Incentive Compensation Program (as amended, or any successor plans thereto) at a level which is in line with the Company's current compensation philosophies and the opportunities provided to other top executives at the Company, and commensurate with the business opportunities and direction of the Company at the time, as determined by the Board or the Board's designee.

3.5 Retirement Benefits. Subject to Section 3.10, the Company shall provide the Executive with participation in all tax qualified retirement plans in effect from time to time, including, but not limited to, the Company's 401(k) Savings and Investment Plan (as amended, or any successor plans thereto), subject to the eligibility and participation requirements of each plan.

In addition, also subject to Section 3.10, the Company shall provide the Executive with participation in all existing nonqualified retirement plans, in effect from time to time including, but not limited to, the Edwards Lifesciences Executive Deferred Compensation Plan (as amended, or any successor plans thereto).

3.6 Employee Benefits. Subject to Section 3.10 and as otherwise provided within the provisions of each of the respective plans, the Company shall provide to the Executive all benefits other employees of the Company are entitled to receive, in accordance with the terms and conditions of any policies or plans applicable to such benefits. Such benefits shall include, but not be limited to, group term life insurance, health insurance, short- and long-term disability insurance and vacation.

The Executive shall be entitled to the number of weeks of paid vacation per year provided to other top Company executives and in line with competitive market practices for comparably situated executives, but in no event less than five (5) weeks per year.

The Executive shall likewise participate in any additional benefits as may be established during the Employment Term, by standard written policy of the Company

3.7 Perquisites. Subject to Section 3.10, the Company shall provide to the Executive all perquisites that other executives of the Company generally are entitled to receive, and such other perquisites, which are available generally to top executives with the Company and that are suitable to the character of the Executive's position with the Company and adequate for the performance of his duties hereunder. In addition, the Company shall provide the Executive with a monthly car allowance of one thousand one hundred dollars ($1,100), a home security system, and annual membership at two (2) country clubs of the Executive's choice. The car allowance shall be paid on the last payroll date

each month in accordance with the Company's normal payroll practices. The Executive must submit to the Company receipts and other details of each expense for a home security system and club membership in the form required by the Company within 60 days after the later of (i) the Executive's incurrence of such expense or (ii) the Executive's receipt of the invoice for such expense. If such expense qualifies for reimbursement, then the Company shall reimburse the Executive the expense within 30 days thereafter. In no event will such expense be reimbursed after the close of the calendar year following the calendar year in which that expense is incurred. The amount of reimbursements (or in-kind benefits) to which the Executive may become entitled in any one calendar year shall not affect the amount of expenses eligible for reimbursement (or in-kind benefits to be provided to the Executive) hereunder in any other calendar year. The Executive's right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment.

3.8 Expenses. The Company shall reimburse the Executive, for all ordinary and necessary expenses in a reasonable amount which the Executive incurs in performing his duties under this Restated Agreement including, but not limited to, travel (including, but not limited to, the cost of chartering a private aircraft when reasonably necessary for Company business), entertainment, professional dues and subscriptions, and all dues, fees, and expenses associated with membership in various professional, business, and civic associations and societies of which the Executive's participation is in the best interests of the Company as determined in good faith by the Executive. The Executive must submit to the Company receipts and other details of each such expense in the form required by the Company within 60 days after the later of (i) the Executive's incurrence of such expense or (ii) the Executive's receipt of the invoice for such expense. If such expense qualifies for reimbursement, then the Company shall reimburse the Executive the expense within 30 days thereafter. In no event will such expense be reimbursed after the close of the calendar year following the calendar year in which that expense is incurred. The amount of reimbursements (or in-kind benefits) to which the Executive may become entitled in any one calendar year shall not affect the amount of expenses eligible for reimbursement (or in-kind benefits to be provided to the Executive) hereunder in any other calendar year. The Executive's right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment.

3.9 Standard of Care. During the Employment Term, the Executive agrees to devote substantially all of his time, attention, and energies to the Company's business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit, or other pecuniary advantage. However, subject to Article 5 herein, and subject to prior approval by the Board (except where the Executive was serving as a director of another company as of the Effective Date), the Executive may serve as a director of other companies and participate in civic, religious, and charitable organizations, so long as such service is not injurious to the Company. The Executive covenants, warrants, and represents that, during the Employment Term, he shall:

(a): Devote his full time and best efforts to the fulfillment of his employment obligations;
(b): Exercise the highest degree of loyalty and the highest standards of conduct in the performance of his duties; and
(c): Do nothing that harms, in any way, the business or reputation of the Company.

This Section 3.9 shall not be construed as preventing the Executive from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made.

3.10 Right to Change Plans. The Company shall not be obligated by reason of any of the provisions of this Article 3, to institute, maintain, or refrain from changing, amending, or discontinuing any compensation or benefit plan, program, or perquisite (including but not limited to, changes in the amount of target annual bonus or target long-term performance incentives), provided that if any

changes are made they will apply to the Executive on a basis that is no less favorable to the Executive than when applied to other top executives of the Company.

Article 4. Employment Termination

4.1 Termination Due to Retirement, Disability, or Death. In the event the Executive's employment during the Employment Term is terminated by reason of Retirement, Disability, or death, the Executive's benefits shall be determined in accordance with the Company's retirement, survivor's benefits, annual bonus and long-term incentive plans, insurance, and other applicable programs then in effect and shall be paid at such time and in such manner as set forth in the plans or programs governing those benefits subject to compliance with Code Section 409A (including any deferred payment under Section 4.5).

In addition, upon the effective date of such termination, the Company shall pay to the Executive or his beneficiary or estate, as the case may be, his base salary as earned but unpaid through the effective date of termination. Further, the Executive shall receive all other benefits to which the Executive has a vested right at that time.

In the event the Executive's employment terminates by reason of Disability or death, the Company shall also pay to the Executive (or the Executive's estate or beneficiaries as the reason may be), within thirty (30) calendar days of the Executive's Separation from Service resulting from such termination, a lump-sum cash amount equal to the product obtained by multiplying (i) fifty percent (50%) of the Executive's target annual bonus under the Company's annual bonus plan in effect for the bonus plan year in which the Executive's date of termination occurs, multiplied by (ii) a fraction, the numerator of which is the number of full completed months in the bonus plan year through the effective date of termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made to the Executive under such annual bonus plan for such plan year.

In the event the Executive's employment terminates by reason of Retirement, the Company shall also pay to the Executive, an amount determined in accordance with section 4.3(b) and paid at the time any payments under section 4.3(b) would be payable. This payment will be in lieu of any other payment to be made to the Executive under such annual bonus plan for such plan year.

The Company's obligation to pay and provide to the Executive base salary, annual bonus, and long-term incentives (as provided in Sections 3.2, 3.3, and 3.4 herein, respectively) shall immediately thereafter expire and, with the exception of the covenants contained in Article 5 herein (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Restated Agreement.

The provisions of Section 4.3 shall supersede this Section 4.1 in the event that the Company involuntarily terminates the Executive's employment without Cause.

4.2 Voluntary Termination by the Executive Other Than Retirement or Involuntary Termination for Cause. The Executive may terminate this Restated Agreement at any time by giving the Board written notice of intent to terminate, delivered at least ninety (90) calendar days prior to the effective date of such termination. The termination automatically shall become effective upon the expiration of the ninety (90) day notice period.

Nothing in this Restated Agreement shall be construed to prevent the Board from terminating the Executive's employment under this Restated Agreement for "Cause" at any time.

In the event that the Executive voluntarily terminates employment (other than by Retirement) or if he is involuntarily terminated by the Company for Cause, upon the effective date of such a termination, the Company shall pay to the Executive or his beneficiary or estate, as the case may be, his base salary as earned but unpaid and any accrued vacation time through the effective date of termination. The Executive also shall receive all other benefits to which he has a vested right at that time.

The Company's obligation to pay and provide the Executive base salary, annual bonus, and long-term incentives (as provided in Sections 3.2, 3.3, and 3.4 herein, respectively) shall immediately expire. With the exception of the covenants contained in Article 5 herein (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Restated Agreement.

4.3 Involuntary Termination by the Company Without Cause. The Company may terminate the Executive's employment, as provided under this Restated Agreement, at any time, for any reason other than death, Disability, or for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Subject to the payment of the Severance Payments provided below, the termination automatically shall become effective upon the expiration of the thirty (30) calendar day notice period (or such longer period specified in the notice). Thereafter, this Restated Agreement, along with all corresponding rights, duties, and covenants, shall automatically expire. A nonrenewal or nonextension of this Restated Agreement or any term of this Restated Agreement, as described in Article 2 herein, shall not be deemed an involuntary termination under this Section 4.3 and, thereby, shall not trigger the payment of the Severance Payments described below.

Subject to Section 4.4, in connection with an involuntary termination without Cause under this Section 4.3, the Company shall pay to the Executive and provide the Executive with the following "Severance Payments":

(a): A lump-sum cash amount equal to the Executive's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the effective date of the termination ( including, but not limited to, annual bonus or performance-based long-term incentives that have been earned, but not paid). Such payment shall constitute full satisfaction for these amounts owed to the Executive.
(b): A lump-sum cash amount equal to the Executive's pro-rata annual bonus under the Company's annual bonus plan in effect for the bonus plan year in which the Executive's date of termination occurs, provided and to the extent that any performance goals upon which such bonus is conditioned are attained. In the event of such attainment, the pro-rata bonus to which the Executive shall become entitled shall be determined by multiplying (i) the actual bonus the Executive would have received based on the attained performance goals had the Executive continued in the Company's employ until the payment date of that bonus (as determined by the Compensation Committee of the Board after applying any negative discretion under the bonus plan) by (ii) a fraction, the numerator of which is the number of full completed months in the bonus plan year through the effective date of termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made to the Executive under such annual bonus plan for such plan year.
(c): A cash amount equal to the sum of (i) two (2) times the sum of the Executive's Base Salary and (ii) the greater of: (A) one (1) times the Executive's target annual bonus under the Company's annual bonus plan in effect for the bonus plan year in which his employment with the Company terminates; or (B) two (2) times the actual annual bonus earned by the Executive in the bonus plan year prior to the year of employment termination under the annual bonus plan in effect for such prior plan year. For the purposes of this calculation, the Executive's highest Base Salary during the twelve (12) months prior to his termination of employment shall be used.
(d): All long-term incentive awards shall be subject to the treatment provided under the Company's Long-Term Stock Incentive Compensation Program (as amended, or any successor plans thereto) and/or the applicable award agreements thereunder.

(e): A lump sum amount (the "Healthcare Cost") equal to the cost of medical insurance and dental shall be provided to the Executive at the same coverage level (with all premium costs borne by the Company) as in effect as of the date of the Executive's termination for a period of twenty-four (24) months following the Executive's date of termination based on the monthly COBRA cost of such coverage under the Company's medical and dental plans pursuant to Section 4980B of the Code on the Executive's date of termination. In addition, the Company shall pay to the Executive an additional amount sufficient to fully cover the federal, state and local income and employment tax liability attributable to such Healthcare Cost and the additional tax gross-up payment made under this Section 4.3(e). Subject to Section 4.5, such tax gross-up payment shall be paid to or on behalf of the Executive at the time the federal, state and local taxes to which it relates are remitted to the tax authorities.

Subject to Section 4.5, the payments under Section 4.3(c) and 4.3(e) (other than the tax gross-up payment) shall be made within sixty (60) days following the Executive's Separation from Service provided that if any release is required under Section 9.7 (the "Release") then such Release must become effective during such sixty (60)-day period following any applicable revocation period. Subject to Section 4.5, the payment under Section 4.3(b) shall be made in the year following the year of the Executive's termination but no later than the fifteenth day of the third calendar month of such subsequent year, provided that any required Release has become effective following any applicable revocation period.

If triggered, the Severance Payments provided under this Section 4.3 shall be in lieu of all other benefits provided to the Executive under the provisions of this Restated Agreement.

4.4 Coordination with Severance Agreement. In the event that the Executive receives any severance benefits pursuant to the Severance Agreement, he shall not be entitled to receive the Severance Payments provided for in Section 4.3 herein.

4.5 Section 409A Delay. Notwithstanding any provision to the contrary in this Restated Agreement, no payments or benefits to which the Executive becomes entitled under this Restated Agreement in connection with the termination of his employment with the Company shall be made or paid to the Executive prior to the earlier of (i) the first day of the seventh (7th) month following the date of his Separation from Service due to such termination of employment or (ii) the date of his death, if the Executive is deemed, pursuant to the procedures established by the Board in accordance with the applicable standards of Code Section 409A and the Treasury Regulations thereunder and applied on a consistent basis for all for all non-qualified deferred compensation plans subject to Code Section 409A, to be a "specified employee" at the time of such Separation from Service and 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 payments deferred pursuant to this Section 4.5 shall be paid in a lump sum to the Executive, and any remaining payments due under this Restated Agreement shall be paid in accordance with the normal payment dates specified for them herein. To the extent the payment of any cash amounts to which the Executive becomes entitled under this Restated Agreement is deferred pursuant to the provisions of this Section 4.5, then the Executive 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.

Article 5. Restrictive Covenants

5.1 Disclosure of Information. Without the prior written consent of the Company, or except to the extent required in the good faith execution of his duties with the Company, the Executive shall not,

at any time, directly or indirectly, use, attempt to use, disclose, or otherwise make known to any person or entity (other than the Board):

(a): Any confidential or proprietary knowledge or information, including without limitation, lists of customers or suppliers, trade secrets, know-how, inventions, discoveries, processes, and systems, as well as any data and records pertaining thereto, which the Executive may acquire in the course of his employment.
(b): Any confidential or proprietary knowledge or information of a confidential nature (including, but not limited to, all unpublished matters) relating to, without limitation, the business, properties, accounting, books and records, computer systems and programs, trade secrets, or memoranda of the Company or a Subsidiary.

5.2 Employment. Without the prior written consent of the Company, during the Employment Term, and for a period of twenty-four (24) calendar months following the Executive's employment termination for any reason, the Executive shall not, directly or indirectly employ or retain or solicit for employment or arrange to have any other person, firm, or other entity employ or retain or solicit for employment or otherwise participate in the employment or retention of any person who is an employee or consultant of the Company or any Subsidiary.

5.3 Nondisparagement. Without the prior written consent of the Company, or except to the extent required in the good faith execution of his duties with the Company, the Executive shall not, at any time, directly or indirectly, make statements or representations, or otherwise communicate, in writing, orally, or otherwise, or take any action that may disparage or be damaging to the Company or any Subsidiary or their respective officers, directors, employees, advisors, businesses or reputations. Notwithstanding the foregoing, nothing in this Restated Agreement shall preclude Executive from making truthful statements or disclosures that are required by applicable law, regulation or legal process.

5.4 Acknowledgement of Covenants. The Company and the Executive acknowledge that the Executive's services are of a special, extraordinary, and intellectual character which gives him unique value, and that the business of the Company and its Subsidiaries is highly competitive, and that violation of any of the covenants provided in this Article 5 would cause immediate, immeasurable, and irreparable harm, loss, and damage to the Company and/or a Subsidiary not adequately compensable by a monetary award. The Executive acknowledges that the time and scope of activity restrained by the provisions of this Article 5 are reasonable and do not impose a greater restraint than is necessary to protect the goodwill of the Company's business and/or that of any Subsidiary. The Executive further acknowledges that he and the Company have negotiated and bargained for the terms of this Restated Agreement, and that the Executive has received adequate consideration for entering into this Restated Agreement. In the event of any such breach or threatened breach by the Executive of any one or more of such covenants, the Company shall be entitled to such equitable and injunctive relief as may be available to restrain the Executive from violating the provisions hereof. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available at law or in equity for such breach or threatened breach, including the recovery of damages and the immediate termination of the employment of the Executive hereunder.

5.5 Enforceability. If any court determines that the foregoing covenant, or any part thereof, is unenforceable because of the duration or scope of such provision, or for any other reason, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

Article 6. Indemnification

The Company hereby covenants and agrees to indemnify and hold harmless the Executive fully, completely, and absolutely against and in respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including attorneys' fees), losses, and damages resulting from the Executive's good faith performance of his duties and obligations under the terms of this Restated Agreement, to the maximum extent permitted under applicable law.

Article 7. Assignment

7.1 Assignment by the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) of all or a significant portion of the assets of the Company by agreement, in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Restated Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed, this Restated Agreement shall be binding upon any successor in accordance with the operation of law and such successor shall be deemed the "Company" for purposes of this Restated Agreement.

Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Restated Agreement and shall immediately entitle the Executive to the Severance Payments as provided in Section 4.3.

Except as herein provided, this Restated Agreement may not otherwise be assigned by the Company.

7.2 Assignment by Executive. This Restated Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive should die while any amounts payable to the Executive hereunder remain outstanding, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Restated Agreement to the Executive's beneficiary, devisee, legatee, or other designee or, in the absence of such designee, to the Executive's estate.

The Executive shall not assign any obligations or responsibilities he has under this Restated Agreement.

Article 8. Dispute Resolution and Notice

8.1 Dispute Resolution. The Executive shall have the right and option to elect (in lieu of litigation) to have any dispute or controversy arising under or in connection with this Restated Agreement settled by arbitration, conducted before a panel of three (3) arbitrators sitting in a location selected by the Executive within fifty (50) miles from the location of the Company's principal place of business, in accordance with the rules of the American Arbitration Association then in effect. The Executive's election to arbitrate, as herein provided, and the decision of the arbitrators in that proceeding, shall be binding on the Company and the Executive.

Judgment may be entered on the award of the arbitrator in any court having jurisdiction. All expenses of such arbitration, including the fees and expenses of the counsel for the Executive, shall be borne by the Company.

8.2 Payment of Legal Fees. Unless a court shall find the Executive's claim to be arbitrary and capricious, the Company shall pay all legal fees, costs of litigation, prejudgment interest, and other expenses which are incurred in good faith by the Executive (or the Executive's estate or beneficiaries as the case may be) as a result of the Company's refusal to provide the benefits to which the Executive becomes entitled under this Restated Agreement, or as a result of the Company's (or any third party's)

contesting the validity, enforceability, or interpretation of the Restated Agreement, or as a result of any conflict between the parties pertaining to this Restated Agreement.

8.3 Notice. Any notices, requests, demands, or other communications provided for by this Restated Agreement shall be sufficient if in writing and if sent by registered or certified mail to the Executive at the last address he has filed in writing with the Company or, in the case of the Company, at its principal offices.

Article 9. Miscellaneous

9.1 Entire Agreement. This Restated Agreement supersedes any prior agreements or understandings, oral or written, between the parties hereto (including the Prior Employment Agreement) and contains the entire understanding of the Company and the Executive with respect to the subject matter hereof.

9.2 Modification. This Restated Agreement shall not be varied, altered, modified, canceled, changed, or in any way amended except by mutual agreement of the parties in a written instrument executed by the parties hereto or their legal representatives.

9.3 Severability. If any provision of this Restated Agreement or the application thereof is held invalid, such invalidity shall not affect other provisions or applications of the Restated Agreement that can be given effect without the invalid provision or application and, to such end, the provisions of this Restated Agreement are declared to be severable.

9.4 Counterparts. This Restated Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Restated Agreement.

9.5 Tax Withholding. The Company may withhold from any benefits payable under this Restated Agreement all federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling.

9.6 Beneficiaries. The Executive may designate one or more persons or entities as the primary and/or contingent beneficiaries of any amounts to be received under this Restated Agreement. Such designation must be in the form of a signed writing acceptable to the Board or the Board's designee. The Executive may make or change such designation at any time.

9.7 Waiver of Claims. At its discretion, the Company may require the Executive to sign a waiver of all legal claims against the Company or any Subsidiary upon the Executive's employment termination. Such waiver must be executed and delivered by the Executive to the Company within twenty-one (21) days (or within forty-five (45) days if such longer period is required under applicable law) following such termination.

9.8 Governing Law. To the extent not preempted by federal law, the provisions of this Restated Agreement shall be construed and enforced in accordance with the laws of the state of Delaware without giving effect to principles of conflicts of laws.

9.9 Compliance with 409A. This Restated 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 and if necessary, any such provision shall be deemed amended to comply with Code Section 409A and the regulations thereunder.

9.10 Right to Advice of Counsel. The Executive acknowledges that he has had the right to consult with counsel and is fully aware of his rights and obligations under this Restated Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Restated Agreement, as of the Effective Date.

QuickLinks

Exhibit 10.2

Amended and Restated Employment Agreement for Michael A. Mussallem
Contents
Amended and Restated Employment Agreement for Michael A. Mussallem Edwards Lifesciences Corporation

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.3

Chief Executive Officer
Change-in-Control Severance Agreement

Edwards Lifesciences Corporation

As Amended and Restated March 30, 2009

Contents


Article 1. Definitions			1
Article 2. Severance Benefits			4
Article 3. Form and Timing of Severance Benefits			6
Article 4. Excise Tax			6
Article 5. The Company's Payment Obligation			7
Article 6. Term of Agreement			7
Article 7. Legal Remedies			7
Article 8. Successors			8
Article 9. Miscellaneous			8

Amended and Restated Chief Executive Officer
Change-in-Control Severance Agreement
Edwards Lifesciences Corporation

THIS AMENDED AND RESTATED CHIEF EXECUTIVE OFFICER CHANGE-IN-CONTROL SEVERANCE AGREEMENT (the "Restated Agreement") is made, entered into, and is effective this 30 ^th day of March, 2009 (hereinafter referred to as the "Effective Date"), by and between Edwards Lifesciences Corporation (the "Company"), a Delaware corporation, and Michael A. Mussallem (the "Executive").

WHEREAS, the Executive is currently employed by the Company as its Chief Executive Officer; and

WHEREAS, the Executive possesses considerable experience and knowledge of the business and affairs of the Company concerning its policies, methods, personnel, and operations; and

WHEREAS, the Company is desirous of assuring insofar as possible, that it will continue to have the benefit of the Executive's services; and the Executive is desirous of having such assurances; and

WHEREAS, the Company recognizes that circumstances may arise in which a Change in Control of the Company occurs, through acquisition or otherwise, thereby causing uncertainty of employment without regard to the Executive's competence or past contributions. Such uncertainty may result in the loss of the valuable services of the Executive to the detriment of the Company and its shareholders; and

WHEREAS, both the Company and the Executive are desirous that any proposal for a Change in Control will be considered by the Executive objectively and with reference only to the business interests of the Company and its shareholders; and

WHEREAS, the Executive will be in a better position to consider the Company's best interests if the Executive is afforded reasonable security, as provided in this Restated Agreement, against altered conditions of employment which could result from any such Change in Control; and

WHEREAS, the Executive and the Company are currently parties to that certain Amended and Restated Chief Executive Officer Change-in-Control Severance Agreement dated November 13, 2008 (the "Prior Agreement") and desire to amend and restate the terms and conditions of the Prior Agreement to reflect certain changes to the severance benefits payable to the Executive; and

WHEREAS, by executing this Restated Agreement, the Executive and the Company hereby agree that this Restated Agreement shall supersede the severance benefits set forth in the Prior Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Restated Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article 1. Definitions

Wherever used in this Restated Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:

1.1 "Base Salary" means, at any time, the then-regular annual rate of pay which the Executive is receiving as annual salary, excluding amounts: (i) received under short- or long-term incentive or other bonus plans, regardless of whether or not the amounts are deferred or (ii) designated by the Company as payment toward reimbursement of expenses.

1.2 "Board" means the Board of Directors of the Company.

1.3 "Cause" shall be determined solely by the Board in the exercise of good faith and reasonable judgment, and shall mean the occurrence of either of the following:

(i): The Executive's willfully engaging in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; or
(ii): The Executive's conviction of a felony.

1.4 "Change in Control" of the Company shall mean the occurrence of any one of the following events:

(a): Any "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (as amended) (other than the Company, any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and any trustee or other fiduciary holding securities under an employee benefit plan of the Company or such proportionately owned corporation), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities; or
(b): During any period of not more than twenty-four (24) months, individuals who at the beginning of such period constitute the Board of Directors of the Company, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 1.5(a), 1.5(c), or 1.5(d) of this Section 1.5) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds ( ² / 3 ) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or
(c): The consummation of a merger or consolidation of the Company with any other entity, other than: (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than thirty percent (30%) of the combined voting power of the Company's then outstanding securities; or
(d): The Company's stockholders approve a plan of complete liquidation or dissolution of the Company, or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or any transaction having a similar effect).

1.5 "Code" means the Internal Revenue Code of 1986, as amended.

1.6 "Company" means Edwards Lifesciences Corporation, a Delaware corporation (including any and all subsidiaries), or any successor thereto as provided in Article 8 herein.

1.7 "Disability" shall have the meaning ascribed to such term in the Executive's governing long-term disability plan, or if no such plan exists, it shall have the meaning ascribed to such term in the Executive's governing long-term disability plan in effect as of the Effective Date.

1.8 "Effective Date" means the date specified in the opening sentence of this Restated Agreement.

1.9 "Effective Date of Termination" means the date on which a Qualifying Termination occurs, as provided in Section 2.2 herein, which triggers the payment of Severance Benefits hereunder.

1.10 "Good Reason" means, without the Executive's express written consent, the occurrence after a Change in Control of the Company of any one or more of the following:

(i): The assignment of the Executive to duties materially inconsistent with the Executive's authorities, duties, responsibilities, and status (including offices, titles, and reporting requirements) as an executive and/or officer of the Company, or a material reduction or alteration in the nature or status of the Executive's authorities, duties, or responsibilities from those in effect as of ninety (90) calendar days prior to the Change in Control, other than an insubstantial and inadvertent act that is remedied by the Company promptly after receipt of notice thereof given by the Executive;
(ii): The Company's requiring the Executive to be based at a location in excess of fifty (50) miles from the location of the Executive's principal job location or office immediately prior to the Change in Control; except for required travel on the Company's business to an extent substantially consistent with the Executive's then present business travel obligations;
(iii): A reduction by the Company of the Executive's Base Salary in effect on the Effective Date hereof, or as the same shall be increased from time to time;
(iv): 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 Executive participates, or the failure by the Company to continue the Executive's participation therein on substantially the same basis, both in terms of the amount of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control of the Company;
(v): 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 Restated Agreement, as contemplated in Article 8 herein; and
(vi): The Company, or any successor company, commits a material breach of any of the material provisions of this Restated Agreement.

Any determination made by the Executive as to the existence of Good Reason shall be final, binding, and conclusive on all parties, unless the Executive is found not to have acted in good faith in reaching such determination.

The Executive's right to terminate employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein.

1.11 "Qualifying Termination" means any of the events described in Section 2.2 herein, the occurrence of which triggers the payment of Severance Benefits hereunder.

1.12 "Restated Agreement" means this Amended and Restated Chief Executive Officer Change-in-Control Severance Agreement.

1.13 "Separation from Service" means the Executive's separation from service as determined in accordance with Code Section 409A and the applicable standards of the Treasury Regulations issued thereunder.

1.14 "Severance Benefits" means the payment of severance compensation as provided in Section 2.3 herein.

Article 2. Severance Benefits

The Executive shall not be entitled to receive Severance Benefits if he is terminated for Cause, or if his employment with the Company ends due to death, Disability, voluntary normal retirement (as defined under the then established rules of the Company's tax-qualified retirement plan), or due to a voluntary termination of employment for reasons other than those specified in Sections 2.2(b) and 2.2(c) herein.

2.2 Qualifying Termination. The occurrence of any one or more of the following events within twenty-four (24) calendar months after a Change in Control of the Company shall trigger the payment of Severance Benefits to the Executive under this Restated Agreement:

(a): The Company's involuntary termination of the Executive's employment without Cause;
(b): The Executive's voluntary employment termination for Good Reason; or
(c): The Executive's voluntary employment termination during the thirty (30) calendar day period immediately following the one (1) year anniversary of a Change in Control Company.

In addition, if the Executive's employment is involuntarily terminated without Cause by the Company within six (6) months prior to a Change in Control, such termination shall also be considered a Qualifying Termination occurring during the twenty-four (24) month period following a Change in Control. For purposes of this Restated Agreement, a Qualifying Termination shall not include a termination of employment by reason of death, Disability, or voluntary normal retirement (as such term is defined under the then established rules of the Company's tax-qualified retirement plan), the Executive's voluntary termination for reasons other than those specified in Sections 2.2(b) and 2.2(c) herein, or the Company's involuntary termination for Cause.

2.3 Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 2.1 and 2.2 herein, the Company shall pay to the Executive and provide him with total Severance Benefits equal to all of the following:

(a): A lump-sum amount equal to the Executive's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the Effective Date of Termination.
(b): A lump-sum amount equal to the product obtained by multiplying (i) fifty percent (50%) of the Executive's annual target bonus amount, established under the annual bonus plan in which the Executive is then participating[ , ] for the bonus plan year in which the Executive's Effective Date of Termination occurs by (ii) a fraction, the numerator of which is the number of full completed months in the bonus plan year through the Effective Date of Termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be

made to the Executive under the annual bonus plan in which the Executive is then participating for that plan year.

(c): A lump-sum amount equal to three (3) multiplied by the higher of the Executive's annual rate of Base Salary in effect upon the Effective Date of Termination, or the Executive's highest annual rate of Base Salary in effect during the twelve (12) months preceding the date of the Change in Control.
(d): A lump-sum amount equal to the higher of (i) one and one-half (1.5) times the Executive's annual target bonus established under the annual bonus plan in which the Executive is then participating for the bonus plan year in which the Executive's Effective Date of Termination occurs, or (ii) three (3) times the actual annual bonus payment made to the Executive under the annual bonus plan in which the Executive participated in the year preceding the year in which the Effective Date of Termination occurs.
(e): All long-term incentive awards shall be subject to the treatment provided under the Company's Long-Term Stock Incentive Compensation Program (as amended, or any successor plans thereto) and/or the applicable award agreements thereunder.
(f): A lump sum amount (the "Healthcare Cost") equal to the cost of medical insurance and dental insurance coverage at the same coverage level as in effect as of the Executive's Effective Date of Termination for a period of thirty-six (36) months following the Executive's Effective Date of Termination, based on the monthly COBRA costs of such coverage under the Company's medical and dental plans pursuant to Section 4980B of the Code on the Executive's Effective Date of Termination. In addition, the Company shall pay to the Executive an additional amount sufficient to fully cover the federal, state and local income and employment tax liability attributable to such Healthcare Cost and the additional tax gross-up payment made under this Section 2.3(f).
(g): For a period of up to thirty-six (36) months following a Change in Control, the Executive shall be entitled, at the expense of the Company, to receive standard outplacement services from a nationally recognized outplacement firm of the Executive's selection. However, the Company's total obligation shall not exceed twenty-five thousand dollars ($25,000.00) per calendar year. The amount of in-kind benefits to which the Executive may become entitled in any one calendar year shall not affect the amount of in-kind benefits to be provided to the Executive in any other calendar year. The Executive's right to in-kind benefits cannot be liquidated or exchanged for any other benefit or payment.

2.4 Termination due to Disability. Following a Change in Control, if the Executive's employment is terminated with the Company due to Disability, the Executive's benefits shall be determined in accordance with the Company's retirement, insurance, and other applicable plans and programs then in effect and shall be paid at such time and in such manner as set forth in the plans or programs governing those benefits subject to compliance with Code Section 409A.

2.5 Termination due to Retirement or Death. Following a Change in Control, if the Executive's employment with the Company is terminated by reason of his voluntary normal retirement (as defined under the then established rules of the Company's tax-qualified retirement plan), or death, the Executive's benefits shall be determined in accordance with the Company's retirement, survivor's benefits, insurance, and other applicable programs then in effect and shall be paid at such time and in such manner as set forth in the programs governing those benefits subject to compliance with Code Section 409A.

herein, the Company shall pay the Executive his full unpaid Base Salary at the rate then in effect, accrued vacation, and other items earned by and owed to the Executive through the Effective Date of Termination, plus all other amounts to which the Executive is entitled under any compensation plans of the Company at the time such payments are due, and the Company shall have no further obligations to the Executive under this Restated Agreement.

2.7 Notice of Termination. Any termination of the Executive's employment by the Company for Cause or by the Executive for Good Reason shall be communicated by Notice of Termination to the other party. For purposes of this Restated Agreement, a "Notice of Termination" shall mean a written notice which shall indicate the specific termination provision in this Restated Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated.

Article 3. Form and Timing of Severance Benefits

3.1 Form and Timing of Severance Benefits. The Severance Benefit described in Section 2.3(a) herein shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond ten (10) calendar days from such date. The Severance Benefits described in Sections 2.3(b), 2.3(c), 2.3(d) and 2.3(f) herein shall be paid in cash to the Executive in a single lump sum on the first day of the seventh (7th) month following the date the Executive incurs a Separation from Service by reason of the Qualifying Termination or, with respect to the tax gross-up payments under Section 2.3(f), the date on which the federal, state and local taxes to which the gross-up payment relates are remitted to the tax authorities, if later. To the extent the payment of any such Severance Benefits to which the Executive becomes entitled under this Restated Agreement as a result of an actual termination following a Change in Control is deferred beyond the Executive's Separation from Service, the Executive shall be entitled to interest on those 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 payment of such Severance Benefits.

3.2 Withholding of Taxes. The Company shall withhold from any amounts payable under this Restated Agreement all federal, state, city, or other taxes as legally shall be required.

Article 4. Excise Tax

4.1 Excise Tax Payment. If any portion of the Severance Benefits or any other payment under this Restated Agreement, or under any other agreement with, or plan of the Company (in the aggregate, "Total Payments") would constitute an "excess parachute payment," such that a golden parachute excise tax is due, the Company shall provide to the Executive, in cash, an additional payment in an amount sufficient to cover the full cost of any excise tax and all of the Executive's additional state and federal income, excise, and employment taxes that arise on this additional payment (cumulatively, the "Full Gross-Up Payment"), such that the Executive is in the same after-tax position as if he had not been subject to the excise tax. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal and state taxes. This payment shall be made at the time the taxes are remitted to the tax authorities but no later than the close of the calendar year following the calendar year in which the taxes are remitted to the tax authorities.

For purposes of this Restated Agreement, the term "excess parachute payment" shall have the meaning assigned to such term in Section 280G of the Code, and the term "excise tax" shall mean the tax imposed on such excess parachute payment pursuant to Sections 280G and 4999 of the Code.

4.2 Subsequent Recalculation. In the event the Internal Revenue Service subsequently adjusts the excise tax computation herein described, the Company shall reimburse the Executive for the full amount necessary to make the Executive whole on an after-tax basis (less any amounts received by the Executive that the Executive would not have received had the computations initially been computed as subsequently adjusted), including the value of any underpaid excise tax, and any related interest and/or penalties due to the Internal Revenue Service. Any such reimbursements shall be made on the date the additional taxes are remitted to the tax authorities but no later than the end of the calendar year following the calendar year in which the additional taxes are remitted to the tax authorities.

Article 5. The Company's Payment Obligation

5.1 Payment Obligations Absolute. The Company's obligation to make the payments and the arrangements provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever.

The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Restated Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company's obligations to make the payments and arrangements required to be made under this Restated Agreement.

5.2 Contractual Rights to Benefits. This Restated Agreement establishes and vests in the Executive a contractual right to the benefits to which he is entitled hereunder. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

Article 6. Term of Agreement

This Restated Agreement will commence on the Effective Date first written above, and shall continue in effect until December 31, 2011. However, at the end of the first calendar year during such period, this Restated Agreement shall be extended automatically for one (1) additional year, unless the Company notifies the Executive in writing, prior to the occurrence of the automatic extension, that the term of this Restated Agreement will not be extended. Moreover, upon the end of each subsequent calendar year, this Restated Agreement shall also be extended automatically for one (1) additional year, unless the Company otherwise notifies the Executive in writing prior to the occurrence of such automatic extension. In the case where the Company properly notifies the Executive that the Restated Agreement will no longer be extended, the Restated Agreement will terminate at the end of the term, or extended term, then in progress.

Article 7. Legal Remedies

7.1 Dispute Resolution. The Executive shall have the right and option to elect to have any good faith dispute or controversy arising under or in connection with this Restated Agreement settled by litigation or arbitration. If arbitration is selected, such proceeding shall be conducted by final and binding arbitration before a panel of three (3) arbitrators in accordance with the laws and under the administration of the American Arbitration Association.

7.2 Payment of Legal Fees. In the event that it shall be necessary or desirable for the Executive to retain legal counsel and/or to incur other costs and expenses in connection with the enforcement of any or all of his rights under this Restated Agreement, the Company shall pay (or the Executive shall be entitled to recover from the Company) the Executive's attorneys' fees, costs, and expenses in connection with a good faith enforcement of his rights including the enforcement of any arbitration award. This shall include, without limitation, court costs and attorneys' fees incurred by the Executive as a result of any good faith claim, action, or proceeding, including any such action against the Company arising out of, or challenging the validity or enforceability of this Restated Agreement or any provision hereof.

Article 8. Successors

The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) of all or a significant portion of the assets of the Company by agreement, in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Restated Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed, this Restated Agreement shall be binding upon any successor in accordance with the operation of law and such successor shall be deemed the "Company" for purposes of this Restated Agreement.

Article 9. Miscellaneous

9.1 Employment Status. This Restated Agreement is not, and nothing herein shall be deemed to create, an employment contract between the Executive and the Company or any of its subsidiaries. Subject to the terms of any employment contract between the Executive and the Company, the Executive acknowledges that the rights of the Company remain wholly intact to change or reduce at any time and from time to time his compensation, title, responsibilities, location, and all other aspects of the employment relationship, or to discharge him prior to a Change in Control (subject to such discharge possibly being considered a Qualifying Termination pursuant to Section 2.2).

9.2 Entire Agreement. This Restated Agreement contains the entire understanding of the Company and the Executive with respect to the subject matter hereof and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof, including but not limited to, the Prior Agreement, which is terminated and no longer in effect. In addition, the payments provided for under this Restated Agreement in the event of the Executive's termination of employment shall be in lieu of any severance benefits payable under any employment contract between the Executive and the Company or any severance plan, program, or policy of the Company to which he might otherwise be entitled.

9.3 Notices. All notices, requests, demands, and other communications hereunder shall be sufficient if in writing and shall be deemed to have been duly given if delivered by hand or if sent by registered or certified mail to the Executive at the last address he has filed in writing with the Company or, in the case of the Company, at its principal offices.

9.4 Execution in Counterparts. This Restated Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.

9.5 Conflicting Agreements. The Executive hereby represents and warrants to the Company that his entering into this Restated Agreement, and the obligations and duties undertaken by him hereunder, will not conflict with, constitute a breach of, or otherwise violate the terms of, any other employment or other agreement to which he is a party, except to the extent any such conflict, breach,

or violation under any such agreement has been disclosed to the Board in writing in advance of the signing of this Restated Agreement.

9.6 Severability. In the event any provision of this Restated Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Restated Agreement, and the Restated Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of this Restated Agreement are not part of the provisions hereof and shall have no force and effect.

Notwithstanding any other provisions of this Restated Agreement to the contrary, the Company shall have no obligation to make any payment to the Executive hereunder to the extent, but only to the extent, that such payment is prohibited by the terms of any final order of a Federal or state court or regulatory agency of competent jurisdiction; provided, however, that such an order shall not affect, impair, or invalidate any provision of this Restated Agreement not expressly subject to such order.

9.7 Modification. No provision of this Restated Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by a member of the Board, as applicable, or by the respective parties' legal representatives or successors.

9.8 Applicable Law. To the extent not preempted by the laws of the United States, the laws of Delaware shall be the controlling law in all matters relating to this Restated Agreement without giving effect to principles of conflicts of laws.

9.9 Compliance with Section 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 and if necessary, any such provision shall be deemed amended to comply with Code Section 409A and the regulations thereunder.

9.10 Right to Advice of Counsel. The Executive acknowledges that he has had the right to consult with counsel and is fully aware of his rights and obligations under this Restated Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Restated Agreement, as of the Effective Date.

QuickLinks

Exhibit 10.3

Chief Executive Officer Change-in-Control Severance Agreement
Contents
Amended and Restated Chief Executive Officer Change-in-Control Severance Agreement Edwards Lifesciences Corporation

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.18

Change-in-Control Severance Agreement

Edwards Lifesciences Corporation

Contents


Article 1. Definitions			1
Article 2. Severance Benefits			4
Article 3. Form and Timing of Severance Benefits			6
Article 4. Excise Tax			6
Article 5. The Company's Payment Obligation			7
Article 6. Term of Agreement			7
Article 7. Legal Remedies			7
Article 8. Successors			8
Article 9. Miscellaneous			8

Change-in-Control Severance Agreement
Edwards Lifesciences Corporation

THIS CHANGE-IN-CONTROL SEVERANCE AGREEMENT (the "Agreement") is made, entered into, and is effective as of the day of , 20 (hereinafter referred to as the "Effective Date"), by and between Edwards Lifesciences Corporation (the "Company"), a Delaware corporation, and (the "Executive").

WHEREAS, the Executive is currently employed by the Company in a key management capacity; and

WHEREAS, the Executive possesses considerable experience and knowledge of the business and affairs of the Company concerning its policies, methods, personnel, and operations; and

WHEREAS, the Company is desirous of assuring insofar as possible, that it will continue to have the benefit of the Executive's services; and the Executive is desirous of having such assurances; and

WHEREAS, the Executive will be in a better position to consider the Company's best interests if the Executive is afforded reasonable security, as provided in this Agreement, against altered conditions of employment which could result from any such Change in Control; and

WHEREAS, the Executive and the Company are currently parties to that certain Amended and Restated Change-in-Control Severance Agreement dated (the "Prior Agreement; and

WHEREAS, by executing this Agreement, the Executive and the Company hereby agree that this Agreement shall supersede the severance benefits set forth in the Prior Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article 1. Definitions

Wherever used in this Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:

1.1 "Agreement" means this Change-in-Control Severance Agreement.

1.2 "Base Salary" means, at any time, the then-regular annual rate of pay which the Executive is receiving as annual salary, excluding amounts: (i) received under short- or long-term incentive or other bonus plans, regardless of whether or not the amounts are deferred or (ii) designated by the Company as payment toward reimbursement of expenses.

1.3 "Board " means the Board of Directors of the Company.

1.4 "Cause " shall be determined solely by the Board in the exercise of good faith and reasonable judgment, and shall mean the occurrence of any one or more of the following:

(i): A continuing material breach by the Executive of the duties and responsibilities of the Executive, which duties shall not differ in any material respect from the duties and responsibilities of the Executive during the 90-day period immediately prior to a Change in Control (other than as a result of incapacity due to a physical or mental condition or illness), which breach is demonstrably willful and deliberate on the Executive's part, is committed in bad faith and without a reasonable belief that such a breach is in the best interests of the Company, and is not remedied in a reasonable period of time after receipt of written demand for substantial performance is delivered to the Executive by the Board that specifically identifies the manner in which the Board believes the Executive has breached such duties and responsibilities; or
(ii): The Executive's willfully engaging in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; or
(iii): The Executive's conviction of a felony.

1.5 "Change in Control" of the Company shall mean the occurrence of any one of the following events:

(a): Any "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (as amended) (other than the Company, any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and any trustee or other fiduciary holding securities under an employee benefit plan of the Company or such proportionately owned corporation), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities; or
(b): During any period of not more than twenty-four (24) months, individuals who at the beginning of such period constitute the Board of Directors of the Company, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 1.5(a), 1.5(c), or 1.5(d) of this Section 1.5) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds ( ² / 3 ) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or
(c): The consummation of a merger or consolidation of the Company with any other entity, other than: (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than thirty percent (30%) of the combined voting power of the Company's then outstanding securities; or

(d): The Company's stockholders approve a plan of complete liquidation or dissolution of the Company, or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or any transaction having a similar effect).

1.6 "Code" means the Internal Revenue Code of 1986, as amended.

1.7 "Company" means Edwards Lifesciences Corporation, a Delaware corporation (including any and all subsidiaries), or any successor thereto as provided in Article 8 herein.

1.8 "Disability" shall have the meaning ascribed to such term in the Executive's governing long-term disability plan as of the Effective Date.

1.9 "Effective Date" means the date specified in the opening sentence of this Agreement.

1.10 "Effective Date of Termination" means the date on which a Qualifying Termination occurs, as provided in Section 2.2 herein, which triggers the payment of Severance Benefits hereunder.

1.11 "Good Reason" means, without the Executive's express written consent, the occurrence after a Change in Control of the Company of any one or more of the following:

(i): The assignment of the Executive to duties materially inconsistent with the Executive's authorities, duties, responsibilities, and status (including offices, titles, and reporting requirements) as an executive and/or officer of the Company, or a material reduction or alteration in the nature or status of the Executive's authorities, duties, or responsibilities from those in effect as of ninety (90) calendar days prior to the Change in Control, other than an insubstantial and inadvertent act that is remedied by the Company promptly after receipt of notice thereof given by the Executive;
(ii): The Company's requiring the Executive to be based at a location in excess of fifty (50) miles from the location of the Executive's principal job location or office immediately prior to the Change in Control; except for required travel on the Company's business to an extent substantially consistent with the Executive's then present business travel obligations;
(iii): A reduction by the Company of the Executive's Base Salary in effect on the Effective Date hereof, or as the same shall be increased from time to time;
(iv): 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 Executive participates, unless the Executive is permitted to participate in other plans that provide the Executive with substantially comparable benefits; or the failure by the Company to continue the Executive's participation therein on substantially the same basis, both in terms of the amount of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control of the Company;
(v): 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, as contemplated in Article 8 herein; and
(vi): The Company, or any successor company, commits a material breach of any of the material provisions of this Agreement.

1.12 "Qualifying Termination" means any of the events described in Section 2.2 herein, the occurrence of which triggers the payment of Severance Benefits hereunder.

1.14 "Severance Benefits" means the payment of severance compensation as provided in Section 2.3 herein.

Article 2. Severance Benefits

The Executive shall not be entitled to receive Severance Benefits if he is terminated for Cause, or if his employment with the Company ends due to death, Disability, voluntary normal retirement (as defined under the then established rules of the Company's tax-qualified retirement plan), or due to a voluntary termination of employment for a reason other than that specified in Section 2.2(b) herein.

2.2 Qualifying Termination. The occurrence of either of the following events within twenty-four (24) calendar months after a Change in Control of the Company shall trigger the payment of Severance Benefits to the Executive under this Agreement:

(a): The Company's involuntary termination of the Executive's employment without Cause; or
(b): The Executive's voluntary employment termination for Good Reason.

In addition, if the Executive's employment is involuntarily terminated without Cause by the Company within six (6) months prior to a Change in Control, such termination shall also be considered a Qualifying Termination occurring during the twenty-four (24) month period following a Change in Control. For purposes of this Agreement, a Qualifying Termination shall not include a termination of employment by reason of death, Disability, or voluntary normal retirement (as such term is defined under the then established rules of the Company's tax-qualified retirement plan), the Executive's voluntary termination for a reason other than that specified in Section 2.2(b) herein, or the Company's involuntary termination for Cause.

(a): A lump-sum amount equal to the Executive's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the Effective Date of Termination.
(b): A lump-sum amount equal to the product obtained by multiplying (i) [not more than 100%] of the Executive's annual target bonus amount, established under the annual bonus plan in which the Executive is then participating for the bonus plan year in which the Executive's Effective Date of Termination occurs by (ii) a fraction, the numerator of which is the number of full completed months in the bonus plan year through the Effective Date of Termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan in which the Executive is then participating for that plan year.

(c): A lump-sum amount equal to three (3) multiplied by the higher of the Executive's annual rate of Base Salary in effect upon the Effective Date of Termination, or the Executive's highest annual rate of Base Salary in effect during the twelve (12) months preceding the date of the Change in Control.
(d): A lump-sum amount equal to the higher of (i) [not more than three (3)] times the Executive's annual target bonus established under the annual bonus plan in which the Executive is then participating for the bonus plan year in which the Executive's Effective Date of Termination occurs, or (ii) three (3) times the actual annual bonus payment made to the Executive under the annual bonus plan in which the Executive participated in the year preceding the year in which the Effective Date of Termination occurs.
(e): All long-term incentive awards shall be subject to the treatment provided under the Company's Long-Term Stock Incentive Compensation Program (as amended, or any successor plans thereto) and/or the applicable award agreements thereunder.
(f): A lump sum amount (the "Healthcare Cost") equal to the cost of medical insurance and dental insurance coverage at the same coverage level as in effect as of the Executive's Effective Date of Termination for a period of thirty-six (36) months following the Executive's Effective Date of Termination, based on the monthly COBRA costs of such coverage under the Company's medical and dental plans pursuant to Section 4980B of the Code on the Executive's Effective Date of Termination. In addition, the Company shall pay to the Executive an additional amount sufficient to fully cover the federal, state and local income and employment tax liability attributable to such Healthcare Cost and the additional tax gross-up payment made under this Section 2.3(f).
(g): For a period of up to thirty-six (36) months following a Change in Control, the Executive shall be entitled, at the expense of the Company, to receive standard outplacement services from a nationally recognized outplacement firm of the Executive's selection. However, the Company's total obligation shall not exceed twenty-five thousand dollars ($25,000.00) per calendar year. The amount of in-kind benefits to which the Executive may become entitled in any one calendar year shall not affect the amount of in-kind benefits to be provided to the Executive in any other calendar year. The Executive's right to in-kind benefits cannot be liquidated or exchanged for any other benefit or payment.

2.6 Termination for Cause or by the Executive Other Than for Good Reason. Following a Change in Control, if the Executive's employment is terminated either: (i) by the Company for Cause; or (ii) voluntarily by the Executive for a reason other than that specified in Section 2.2(b) herein, the Company shall pay the Executive his full unpaid Base Salary at the rate then in effect, accrued vacation, and other items earned by and owed to the Executive through the Effective Date of

Termination, plus all other amounts to which the Executive is entitled under any compensation plans of the Company at the time such payments are due, and the Company shall have no further obligations to the Executive under this Agreement.

2.7 Notice of Termination. Any termination of the Executive's employment by the Company for Cause or by the Executive for Good Reason shall be communicated by Notice of Termination to the other party. For purposes of this Agreement, a "Notice of Termination" shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated.

Article 3. Form and Timing of Severance Benefits

3.1 Form and Timing of Severance Benefits. The Severance Benefit described in Section 2.3(a) herein shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond ten (10) calendar days from such date. The Severance Benefits described in Sections 2.3(b), 2.3(c), 2.3(d) and 2.3(f) herein shall be paid in cash to the Executive in a single lump sum on the first day of the seventh (7th) month following the date the Executive incurs a Separation from Service by reason of the Qualifying Termination or, with respect to the tax gross-up payments under Section 2.3(f), the date on which the federal, state and local taxes to which the gross-up payment relates are remitted to the tax authorities, if later. To the extent the payment of any such Severance Benefits to which the Executive becomes entitled under this Agreement as a result of an actual termination following a Change in Control is deferred beyond the Executive's Separation from Service, the Executive shall be entitled to interest on those 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 payment of such Severance Benefits.

3.2 Withholding of Taxes. The Company shall withhold from any amounts payable under this Agreement all federal, state, city, or other taxes as legally shall be required.

Article 4. Excise Tax

4.1 Excise Tax Payment. If any portion of the Severance Benefits or any other payment under this Agreement, or under any other agreement with, or plan of the Company (in the aggregate, "Total Payments") would constitute an "excess parachute payment," such that a golden parachute excise tax is due, the Company shall provide to the Executive, in cash, an additional payment in an amount sufficient to cover the full cost of any excise tax and all of the Executive's additional state and federal income, excise, and employment taxes that arise on this additional payment (cumulatively, the "Full Gross-Up Payment"), such that the Executive is in the same after-tax position as if he had not been subject to the excise tax. For this purpose, the Executive shall be deemed to be in the highest marginal rate of federal and state taxes. This payment shall be made at the time the taxes are remitted to the tax authorities but no later than the close of the calendar year following the calendar year in which the taxes are remitted to the tax authorities.

For purposes of this Agreement, the term "excess parachute payment" shall have the meaning assigned to such term in Section 280G of the Code, and the term "excise tax" shall mean the tax imposed on such excess parachute payment pursuant to Sections 280G and 4999 of the Code.

penalties due to the Internal Revenue Service. Any such reimbursements shall be made on the date the additional taxes are remitted to the tax authorities but no later than the end of the calendar year following the calendar year in which the additional taxes are remitted to the tax authorities.

Article 5. The Company's Payment Obligation

The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company's obligations to make the payments and arrangements required to be made under this Agreement.

5.2 Contractual Rights to Benefits. This Agreement establishes and vests in the Executive a contractual right to the benefits to which he is entitled hereunder. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

Article 6. Term of Agreement

This Agreement will commence on the Effective Date first written above, and shall continue in effect irrevocably for three (3) full calendar years.. However, at the end of the first calendar year of such three-year (3) period, this Agreement shall be extended automatically for one (1) additional year, unless the Company notifies the Executive in writing, prior to the occurrence of the automatic extension, that the term of this Agreement will not be extended. Moreover, upon the end of each subsequent calendar year, this Agreement shall also be extended automatically for one (1) additional year, unless the Company otherwise notifies the Executive in writing prior to the occurrence of such automatic extension. In the case where the Company properly notifies the Executive that the Agreement will no longer be extended, the Agreement will terminate at the end of the term, or extended term, then in progress.

However, in the event a Change in Control occurs during the original or any extended term, this Agreement will remain in effect for twenty-four (24) months beyond the month in which such Change in Control occurred.

Article 7. Legal Remedies

7.1 Dispute Resolution. The Executive shall have the right and option to elect to have any good faith dispute or controversy arising under or in connection with this Agreement settled by litigation or arbitration. If arbitration is selected, such proceeding shall be conducted by final and binding arbitration before a panel of three (3) arbitrators in accordance with the rules and under the administration of the American Arbitration Association.

good faith enforcement of his rights including the enforcement of any arbitration award. This shall include, without limitation, court costs and attorneys' fees incurred by the Executive as a result of any good faith claim, action, or proceeding, including any such action against the Company arising out of, or challenging the validity or enforceability of this Agreement or any provision hereof.

Article 8. Successors

The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) of all or substantially all of the assets of the Company by agreement, in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed, this Agreement shall be binding upon any successor in accordance with the operation of law and such successor shall be deemed the "Company" for purposes of this Agreement.

Article 9. Miscellaneous

9.1 Employment Status. This Agreement is not, and nothing herein shall be deemed to create, an employment contract between the Executive and the Company or any of its subsidiaries. Subject to the terms of any employment contract between the Executive and the Company, the Executive acknowledges that the rights of the Company remain wholly intact to change or reduce at any time and from time to time his compensation, title, responsibilities, location, and all other aspects of the employment relationship, or to discharge him prior to a Change in Control (subject to such discharge possibly being considered a Qualifying Termination pursuant to Section 2.2).

9.2 Entire Agreement. This Agreement contains the entire understanding of the Company and the Executive with respect to the subject matter hereof and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof, including but not limited to, the Prior Agreement, which is terminated and no longer in effect. In addition, the payments provided for under this Agreement in the event of the Executive's termination of employment shall be in lieu of any severance benefits payable under any employment contract between the Executive and the Company or any severance plan, program, or policy of the Company to which he might otherwise be entitled.

9.4 Execution in Counterparts. This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.

9.5 Conflicting Agreements. The Executive hereby represents and warrants to the Company that his entering into this Agreement, and the obligations and duties undertaken by him hereunder, will not conflict with, constitute a breach of, or otherwise violate the terms of, any other employment or other agreement to which he is a party, except to the extent any such conflict, breach, or violation under any such agreement has been disclosed to the Board in writing in advance of the signing of this Agreement.

9.6 Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

Further, the captions of this Agreement are not part of the provisions hereof and shall have no force and effect.

Notwithstanding any other provisions of this Agreement to the contrary, the Company shall have no obligation to make any payment to the Executive hereunder to the extent, but only to the extent, that such payment is prohibited by the terms of any final order of a Federal or state court or regulatory agency of competent jurisdiction; provided, however, that such an order shall not affect, impair, or invalidate any provision of this Agreement not expressly subject to such order.

9.7 Modification. No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by a member of the Board, as applicable, or by the respective parties' legal representatives or successors.

9.8 Applicable Law. To the extent not preempted by the laws of the United States, the laws of Delaware shall be the controlling law in all matters relating to this Agreement without giving effect to principles of conflicts of laws.

9.10 Right to Advice of Counsel. The Executive acknowledges that he has had the right to consult with counsel and is fully aware of his rights and obligations under this Agreement.

IN WITNESS WHEREOF , the parties have executed this Agreement as of this day of , 20 .


Company:				Executive:
Edwards Lifesciences Corporation
By:
Attest:

QuickLinks

Exhibit 10.18

Change-in-Control Severance Agreement
Contents
Change-in-Control Severance Agreement Edwards Lifesciences Corporation

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.19

Change-in-Control Severance Agreement

between

Edwards Lifesciences Corporation

and

, 20

Contents


Article 1. Definitions			1
Article 2. Severance Benefits			3
Article 3. Form and Timing of Severance Benefits			5
Article 4. Benefit Limit			6
Article 5. The Company's Payment Obligation			7
Article 6. Term of Agreement			7
Article 7. Legal Remedies			7
Article 8. Successors			8
Article 9. Miscellaneous			8

Change-in-Control Severance Agreement
Edwards Lifesciences Corporation

THIS CHANGE-IN-CONTROL SEVERANCE AGREEMENT (the "Agreement") is made effective as of the day of , 20 (hereinafter referred to as the "Effective Date"), by and between Edwards Lifesciences Corporation (the "Company"), a Delaware corporation, and (the "Executive").

WHEREAS, the Executive is currently employed by the Company in a key management capacity; and

WHEREAS, the Executive possesses considerable experience and knowledge of the business and affairs of the Company concerning its policies, methods, personnel, and operations; and

WHEREAS, the Company is desirous of assuring insofar as possible, that it will continue to have the benefit of the Executive's services; and the Executive is desirous of having such assurances; and

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article 1. Definitions

Wherever used in this Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:

1.1 "Agreement" means this Change-in-Control Severance Agreement.

1.3 "Board" means the Board of Directors of the Company.

1.4 "Cause" shall be determined solely by the Board in the exercise of good faith and reasonable judgment, and shall mean the occurrence of any one or more of the following:

(i): A continuing material breach by the Executive of the duties and responsibilities of the Executive, which duties shall not differ in any material respect from the duties and responsibilities of the Executive during the 90-day period immediately prior to a Change in Control (other than as a result of incapacity due to a physical or mental condition or illness), which breach is demonstrably willful and deliberate on the Executive's part, is committed in

bad faith and without a reasonable belief that such a breach is in the best interests of the Company, and is not remedied in a reasonable period of time after receipt of written demand for substantial performance is delivered to the Executive by the Board that specifically identifies the manner in which the Board believes the Executive has breached such duties and responsibilities; or

(ii): The Executive's willfully engaging in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; or
(iii): The Executive's conviction of a felony.

1.5 "Change in Control" of the Company shall mean the occurrence of any one of the following events:

(a): Any "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (as amended) (other than the Company, any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and any trustee or other fiduciary holding securities under an employee benefit plan of the Company or such proportionately owned corporation), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities; or
(b): During any period of not more than twenty-four (24) months, individuals who at the beginning of such period constitute the Board of Directors of the Company, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 1.5(a), 1.5(c), or 1.5(d) of this Section 1.5) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds ( ² / 3 ) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or
(c): The consummation of a merger or consolidation of the Company with any other entity, other than: (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than thirty percent (30%) of the combined voting power of the Company's then outstanding securities; or
(d): The Company's stockholders approve a plan of complete liquidation or dissolution of the Company, or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or any transaction having a similar effect).

1.6 "Code" means the Internal Revenue Code of 1986, as amended.

1.7 "Company" means Edwards Lifesciences Corporation, a Delaware corporation (including any and all subsidiaries), or any successor thereto as provided in Article 8 herein.

1.8 "Disability" shall have the meaning ascribed to such term in the Executive's governing long-term disability plan as of the Effective Date.

1.9 "Effective Date" means the date specified in the opening sentence of this Agreement.

1.10 "Effective Date of Termination" means the date on which a Qualifying Termination occurs, as provided in Section 2.2 herein, which triggers the payment of Severance Benefits hereunder.

1.11 "Good Reason" means, without the Executive's express written consent, the occurrence after a Change in Control of the Company of any one or more of the following:

(i): A material diminution in the Executive's authorities, duties or responsibilities;
(ii): The Company's requiring the Executive to be based at a location materially different from the location of the Executive's principal job location or office (for this purpose a location in excess of fifty (50) miles shall be deemed to be material); except for required travel on the Company's business to an extent substantially consistent with the Executive's then present business travel obligations;
(iii): A material reduction by the Company of the Executive's base compensation; and
(iv): A material breach by the Company of any of the material provisions of this Agreement,

provided and only if the following requirements are satisfied: (i) the Executive shall give the Company the Notice of Termination pursuant to Section 2.7 herein within thirty (30) days following the event giving rise to Good Reason, (ii) the Company shall fail to remedy the action or inaction on which Good Reason is based within thirty (30) days after receiving the Notice of Termination, and (iii) the Executive resigns from his or her employment within thirty (30) days following the expiration of such thirty (30)-day cure period.

1.12 "Qualifying Termination" means any of the events described in Section 2.2 herein, the occurrence of which triggers the payment of Severance Benefits hereunder.

1.14 "Severance Benefits" means the payment of severance compensation as provided in Section 2.3 herein.

Article 2. Severance Benefits

2.1 Right to Severance Benefits. The Executive shall be entitled to receive from the Company Severance Benefits as described in Section 2.3 herein, if there has been a Change in Control of the Company and if, within twenty-four (24) calendar months thereafter, the Executive's employment with the Company shall end for any reason specified in Section 2.2 herein as being a Qualifying Termination; provided, however that the Executive's entitlement to Severance Benefits (other than under Section 2.3(a)) shall be conditioned upon satisfaction of each of the following: (i) the Executive executes and delivers to the Company a general release in the form prepared by the Company ("Release") within twenty-one (21) days (or forty-five (45) days if such longer period is required under applicable law) and (ii) the Release becomes effective and enforceable in accordance with applicable law after the expiration of any revocation period.

The Executive shall not be entitled to receive Severance Benefits if he is terminated for Cause, or if his employment with the Company ends due to death, Disability, voluntary normal retirement (as defined under the then established rules of the Company's tax-qualified retirement plan), or due to a voluntary termination of employment for a reason other than that specified in Section 2.2(b) herein.

(a): The Company's involuntary termination of the Executive's employment without Cause; or
(b): The Executive's voluntary employment termination for Good Reason.

For purposes of this Agreement, a Qualifying Termination shall not include a termination of employment by reason of death, Disability, or voluntary normal retirement (as such term is defined under the then established rules of the Company's tax-qualified retirement plan), the Executive's voluntary termination for a reason other than that specified in Section 2.2(b) herein, or the Company's involuntary termination for Cause.

(a): A lump-sum amount equal to the Executive's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the Effective Date of Termination.
(b): A lump-sum amount equal to the product obtained by multiplying (i) [not more than 100%] of the Executive's annual target bonus amount, established under the annual bonus plan in which the Executive is then participating for the bonus plan year in which the Executive's Effective Date of Termination occurs, multiplied by (ii) a fraction, the numerator of which is the number of full completed months in the bonus plan year through the Effective Date of Termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan in which the Executive is then participating for that plan year.
(c): A lump-sum amount equal to two (2) multiplied by the higher of the Executive's annual rate of Base Salary in effect upon the Effective Date of Termination, or the Executive's highest annual rate of Base Salary in effect during the twelve (12) months preceding the date of the Change in Control.
(d): A lump-sum amount equal to the higher of (i) [not more than two (2)] multiplied by the Executive's annual target bonus established under the annual bonus plan in which the Executive is then participating for the bonus plan year in which the Executive's Effective Date of Termination occurs, or (ii) two (2) multiplied by the actual annual bonus payment made to the Executive under the annual bonus plan in which the Executive participated in the year preceding the year in which the Effective Date of Termination occurs.
(e): All long-term incentive awards shall be subject to the treatment provided under the Company's Long-Term Stock Incentive Compensation Program (as amended, or any successor plans thereto) and/or the applicable award agreements thereunder.
(f): A lump-sum amount equal to the cost of medical and dental insurance coverage at the same coverage level as in effect as of the Executive's Effective Date of Termination for a period of thirty-six (36) months following the Executive's Effective Date of Termination, based on the

monthly COBRA cost of such coverage under the Company's medical and dental plans pursuant to Section 4980B of the Code on the Executive's Effective Date of Termination.

(g): The Executive shall be entitled, at the expense of the Company and through a provider selected by the Company, to receive outplacement services the scope of which shall be reasonable and consistent with the industry practice for similarly situated executives.

2.6 Termination for Cause or by the Executive Other Than for Good Reason. Following a Change in Control, if the Executive's employment is terminated either: (i) by the Company for Cause; or (ii) voluntarily by the Executive for a reason other than that specified in Section 2.2(b) herein, the Company shall pay the Executive his unpaid Base Salary, accrued vacation, and other items earned by and owed to the Executive through the Effective Date of Termination, plus all other amounts to which the Executive is entitled under any compensation plans of the Company at the time such payments are due, and the Company shall have no further obligations to the Executive under this Agreement.

2.7 Notice of Termination. Any termination of the Executive's employment by the Company for Cause or by the Executive for Good Reason shall be communicated by Notice of Termination to the other party. For purposes of this Agreement, a "Notice of Termination" shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated.

Article 3. Form and Timing of Severance Benefits

3.1 Form and Timing of Severance Benefits. The Severance Benefits described in Sections 2.3(b), 2.3(c), 2.3(d) and 2.3(f) herein shall be paid in cash to the Executive in a single lump sum on the first business day within the sixty (60)-day period measured from the date the Executive incurs a Separation from Service by reason of the Qualifying Termination, that is coincident with or next following the date on which the Release is effective following the expiration of any applicable revocation period.

3.2 Withholding of Taxes. The Company shall withhold from any amounts payable under this Agreement all federal, state, city, or other taxes as legally shall be required.

3.3 Delayed Commencement Date. Notwithstanding any provision to the contrary in this Agreement, no payments or benefits to which the Executive becomes entitled in accordance with Section 2.3 shall be made or paid to the Executive prior to the earlier of (i) the first day of the seventh (7th) month following the date of his or her Separation from Service or (ii) the date of his or her death, if the Executive is deemed, pursuant to the procedures established by the Compensation Committee of the Board in accordance with the applicable standards of Code Section 409A and the Treasury Regulations thereunder, to be a "specified employee" under Code Section 409A at the time of such Separation from Service and 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 deferral period, all payments deferred pursuant to this Section 3.3 shall be paid to the Executive in a

lump sum, and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein.

Article 4. Benefit Limit

4.1 Benefit Limit. In the event that any payments or benefits to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company) would otherwise constitute a parachute payment under Section 280G(b)(2) of the Code, then such payments and/or benefits will be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed under Section 4999 of the Code on the payments and benefits provided the Executive under this Agreement (or on any other payments or benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his or her employment with the Company).

4.2 Order of Reduction. Should a reduction in benefits be required to satisfy the benefit limit of Section 4.1, then the portion of any parachute payment otherwise payable in cash to the Executive shall be reduced to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares which would otherwise vest on an accelerated basis under each of the Executive's options or other equity awards (based on the amount of the parachute payment attributable to each such option or equity award under Code Section 280G) shall be reduced to the extent necessary to eliminate such excess, with such reduction to be made in the same chronological order in which those awards were made.

4.3 Resolution Procedures. In the event there is any disagreement between the Executive and the Company as to whether one or more payments or benefits to which the Executive becomes entitled constitute a parachute payment under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows:

(a): In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling.
(b): In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the Company. The resolution reached by the independent auditors will be final and controlling; provided, however, that if in the judgment of the independent auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be shared equally by the Executive and the Company.
(c): In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor's election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be shared equally by the Executive and the Company.

Article 5. The Company's Payment Obligation

Article 6. Term of Agreement

This Agreement will commence on the Effective Date first written above, and shall continue in effect irrevocably for three (3) full calendar years. However, at the end of the first calendar year of such three-year (3) period, this Agreement shall be extended automatically for one (1) additional year, unless the Company notifies the Executive in writing, prior to the occurrence of the automatic extension, that the term of this Agreement will not be extended. Moreover, upon the end of each subsequent calendar year, this Agreement shall also be extended automatically for one (1) additional year, unless the Company otherwise notifies the Executive in writing prior to the occurrence of such automatic extension. In the case where the Company properly notifies the Executive that the Agreement will no longer be extended, the Agreement will terminate at the end of the term, or extended term, then in progress.

Article 7. Legal Remedies

7.2 Payment of Legal Fees. In the event that it shall be necessary or desirable for the Executive to retain legal counsel and/or to incur other costs and expenses in connection with the enforcement of any or all of his rights under this Agreement, the Company shall pay (or the Executive shall be entitled to recover from the Company) the Executive's attorneys' fees, costs, and expenses in connection with a good faith enforcement of his rights including the enforcement of any arbitration award. This shall include, without limitation, court costs and attorneys' fees incurred by the Executive as a result of any good faith claim, action, or proceeding, including any such action against the Company arising out of, or challenging the validity or enforceability of this Agreement or any provision hereof.

Article 8. Successors

The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) of all or substantially all of the assets of the Company by agreement to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed, this Agreement shall be binding upon any successor in accordance with the operation of law and such successor shall be deemed the "Company" for purposes of this Agreement.

Article 9. Miscellaneous

9.5 Conflicting Agreements. The executive hereby represents and warrants to the Company that his entering into this Agreement, and the obligations and duties undertaken by him hereunder, will not conflict with, constitute a breach of, or otherwise violate the terms of, any other employment or other agreement to which he is a party, except to the extent any such conflict, breach, or violation under any such agreement has been disclosed to the Board in writing in advance of the signing of this Agreement.

agency of competent jurisdiction; provided, however, that such an order shall not affect, impair, or invalidate any provision of this Agreement not expressly subject to such order.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.


Company:				Executive:
Edwards Lifesciences Corporation
By:
Attest:

QuickLinks

Exhibit 10.19

Change-in-Control Severance Agreement
Contents
Change-in-Control Severance Agreement Edwards Lifesciences Corporation

QuickLinks -- Click here to rapidly navigate through this document

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: May 8, 2009		By:		/s/ MICHAEL A. MUSSALLEM Michael A. Mussallem Chairman of the Board and Chief Executive Officer

QuickLinks

Exhibit 31.1

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

QuickLinks -- Click here to rapidly navigate through this document

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;

(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: May 8, 2009		By:		/s/ THOMAS M. ABATE Thomas M. Abate Corporate Vice President, Chief Financial Officer and Treasurer (Chief Accounting Officer)

QuickLinks

Exhibit 31.2

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

QuickLinks -- Click here to rapidly navigate through this document

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 March 31, 2009 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 and Treasurer, 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.


May 8, 2009				/s/ MICHAEL A. MUSSALLEM Michael A. Mussallem Chairman of the Board and Chief Executive Officer
May 8, 2009				/s/ THOMAS M. ABATE Thomas M. Abate Corporate Vice President, Chief Financial Officer and Treasurer (Chief Accounting Officer)

QuickLinks

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