Edwards Lifesciences Corp (Form: 10-Q, Received: 08/06/2013 17:01:29)

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

FORM 10-Q


(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2013
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-15525

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


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

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


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

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

The number of shares outstanding of the registrant's common stock, $1.00 par value, as of July 31, 2013 was 112,272,622.

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EDWARDS LIFESCIENCES CORPORATION

FORM 10-Q
For the quarterly period ended June 30, 2013

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Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Consolidated Condensed Balance Sheets	1
	Consolidated Condensed Statements of Operations	2
	Consolidated Condensed Statements of Comprehensive Income	3
	Consolidated Condensed Statements of Cash Flows	4
	Notes to Consolidated Condensed Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 6.	Exhibits	29
Signature		31
Exhibits		32

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Part I. Financial Information

Item 1. Financial Statements

EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(in millions, except par value; unaudited)

	June 30, 2013			December 31, 2012

ASSETS
Current assets
Cash and cash equivalents	$	372.7		$	310.9
Short-term investments		202.3			210.5
Accounts and other receivables, net of allowances of $5.5 and $5.6, respectively		341.8			347.5
Inventories (Note 3)		299.5			281.0
Deferred income taxes		33.9			43.4
Prepaid expenses		42.7			41.6
Other current assets		97.7			57.0

Total current assets		1,390.6			1,291.9
Long-term accounts receivable, net of allowances of $6.3 and $6.4, respectively		13.0			9.9
Property, plant and equipment, net		399.2			373.3
Goodwill		381.5			384.7
Other intangible assets, net (Note 4)		64.6			67.0
Investments in unconsolidated affiliates (Note 5)		21.9			21.1
Deferred income taxes		43.5			47.3
Other assets		25.4			26.3

	$	2,339.7		$	2,221.5

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	314.2		$	347.4

Long-term debt		227.3			189.3

Other long-term liabilities		218.4			205.5

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, 125.4 and 124.2 shares issued, and 112.2 and 114.3 shares outstanding, respectively		125.4			124.2
Additional paid-in capital		615.1			489.0
Retained earnings		1,892.9			1,653.9
Accumulated other comprehensive loss		(48.0	)		(37.9	)
Treasury stock, at cost, 13.2 and 9.9 shares, respectively		(1,005.6	)		(749.9	)

Total stockholders' equity		1,579.8			1,479.3

	$	2,339.7		$	2,221.5

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

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EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(in millions, except per share information; unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,

	2013		2012			2013			2012
Net sales	$	517.2	$	482.0		$	1,013.9		$	941.2
Cost of goods sold		125.0		129.8			247.2			257.1

Gross profit		392.2		352.2			766.7			684.1
Selling, general and administrative expenses		189.4		182.4			374.6			359.6
Research and development expenses		80.5		74.0			160.3			142.6
Special charges (gains) (Note 2)		—		7.0			(83.6	)		7.0
Interest expense (income), net		0.4		(0.1	)		0.2			(0.1	)
Other expense (income), net		0.1		(1.0	)		1.3			(0.5	)

Income before provision for income taxes		121.8		89.9			313.9			175.5
Provision for income taxes		27.7		22.1			74.9			42.6

Net income	$	94.1	$	67.8		$	239.0		$	132.9

Share information (Note 13)
Earnings per share:
Basic	$	0.84	$	0.59		$	2.11		$	1.16
Diluted	$	0.82	$	0.57		$	2.07		$	1.12
Weighted-average number of common shares outstanding:
Basic		112.6		114.9			113.3			114.5
Diluted		114.7		118.4			115.6			118.2

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

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EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(in millions; unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,

	2013			2012			2013			2012
Net income	$	94.1		$	67.8		$	239.0		$	132.9

Other comprehensive income (loss), net of tax (Note 12)
Foreign currency translation adjustments		4.6			(31.3	)		(19.6	)		(24.1	)
Unrealized (loss) gain on cash flow hedges		(0.2	)		5.5			9.9			10.2
Unrealized (loss) gain on available-for-sale investments		(0.4	)		(0.6	)		(0.4	)		0.1
Reclassification of net realized investment loss to earnings		—			—			—			0.3

Other comprehensive income (loss)		4.0			(26.4	)		(10.1	)		(13.5	)

Comprehensive income	$	98.1		$	41.4		$	228.9		$	119.4

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EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(in millions; unaudited)

	Six Months Ended June 30,

	2013			2012
Cash flows from operating activities
Net income	$	239.0		$	132.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		31.4			27.8
Stock-based compensation (Note 10)		24.0			20.4
Excess tax benefit from stock plans		(58.9	)		(43.0	)
Deferred income taxes		0.7			1.3
Special charges (Note 2)		—			7.0
Other		0.7			(1.1	)
Changes in operating assets and liabilities:
Accounts and other receivables, net		(8.7	)		(22.2	)
Inventories		(31.7	)		(11.4	)
Accounts payable and accrued liabilities		(3.0	)		(15.5	)
Prepaid expenses and other current assets		26.2			12.8
Other		(5.4	)		7.1

Net cash provided by operating activities		214.3			116.1

Cash flows from investing activities
Capital expenditures		(51.4	)		(39.2	)
Purchases of short-term investments		(222.0	)		(246.6	)
Proceeds from short-term investments		230.9			315.8
Investments in intangible assets		(0.5	)		(7.0	)
(Investments in) proceeds from unconsolidated affiliates, net		(1.6	)		1.8
Other		0.2			0.9

Net cash (used in) provided by investing activities		(44.4	)		25.7

Cash flows from financing activities
Proceeds from issuance of debt		332.2			205.1
Payments on debt		(292.0	)		(169.0	)
Purchases of treasury stock		(246.6	)		(143.2	)
Excess tax benefit from stock plans		58.9			43.0
Proceeds from stock plans		27.4			64.4
Equity forward contract related to accelerated share repurchase agreement		—			(10.0	)
Other		5.9			1.5

Net cash used in financing activities		(114.2	)		(8.2	)

Effect of currency exchange rate changes on cash and cash equivalents		6.1			(0.5	)

Net increase in cash and cash equivalents		61.8			133.1
Cash and cash equivalents at beginning of period		310.9			171.2

Cash and cash equivalents at end of period	$	372.7		$	304.3

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

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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, 2012. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles ("GAAP") have been condensed or omitted.

In the opinion of management of Edwards Lifesciences Corporation ("Edwards Lifesciences" or the "Company"), the interim consolidated condensed financial statements reflect all adjustments considered necessary for a fair statement of the interim periods. All such adjustments are of a normal, recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.

Recently Adopted Accounting Standards

In December 2011, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting guidance on disclosures about offsetting assets and liabilities. The guidance requires an entity to disclose both gross and net information about financial instruments and derivative instruments that are eligible for offset in the consolidated balance sheet or subject to an enforceable master netting arrangement or similar agreement. In January 2013, the FASB clarified that this guidance applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the accounting guidance or subject to a master netting arrangement or similar agreement. The guidance was effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company has provided the information required by this guidance in Note 8.

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

In February 2013, the FASB issued an amendment to the accounting guidance on reporting amounts reclassified out of accumulated other comprehensive income. The guidance requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassed is required to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. The guidance was effective prospectively for reporting periods beginning after December 15, 2012, and interim periods within those annual periods. The Company has provided the information required by this guidance in Note 12.

New Accounting Standards Not Yet Adopted

In June 2013, the FASB issued an amendment to the accounting guidance on income taxes impacting the presentation of unrecognized tax benefits. The guidance requires an entity to net its unrecognized tax benefits against the deferred tax assets for all same jurisdiction net operating loss or similar tax loss carryforwards, or tax credit carryforwards. The guidance is effective for annual reporting

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periods beginning after December 15, 2013 and interim periods therein. The Company does not expect the adoption of this guidance will have a material impact on its consolidated financial statements.

2. SPECIAL CHARGES (GAINS)

Litigation Award

In February 2013, the Company received $83.6 million from Medtronic, Inc. in satisfaction of the April 2010 jury award of damages for infringement of the U.S. Andersen transcatheter heart valve patent, including accrued interest. See Note 11 for additional information.

Licensing of Intellectual Property

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

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

3. INVENTORIES

Inventories consisted of the following (in millions):

	June 30, 2013		December 31, 2012

Raw materials	$	57.8	$	49.5
Work in process		62.3		58.8
Finished products		179.4		172.7

	$	299.5	$	281.0

4. OTHER INTANGIBLE ASSETS

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

	June 30, 2013							December 31, 2012

	Cost		Accumulated Amortization			Net Carrying Value		Cost		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets
Patents	$	216.5	$	(173.3	)	$	43.2	$	211.2	$	(167.3	)	$	43.9
Developed technology		41.2		(33.9	)		7.3		41.3		(33.0	)		8.3
Other		10.5		(7.3	)		3.2		10.6		(6.8	)		3.8

		268.2		(214.5	)		53.7		263.1		(207.1	)		56.0

Unamortizable intangible assets
In-process research and development		10.9		—			10.9		11.0		—			11.0

	$	279.1	$	(214.5	)	$	64.6	$	274.1	$	(207.1	)	$	67.0

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The net carrying value of patents includes $22.0 million of capitalized legal costs related to the defense and enforcement of issued patents and trademarks for which success is deemed probable as of June 30, 2013.

Amortization expense related to other intangible assets was $3.9 million and $3.3 million for the three months ended June 30, 2013 and 2012, respectively, and $7.6 million and $6.6 million for the six months ended June 30, 2013 and 2012, respectively. Estimated amortization expense for each of the years ending December 31 is as follows (in millions):


2013	$	15.5
2014		14.4
2015		13.2
2016		12.9
2017		3.0

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

5. INVESTMENTS IN UNCONSOLIDATED AFFILIATES

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

	June 30, 2013			December 31, 2012

	(in millions)
Available-for-sale investments
Cost	$	0.4		$	0.4
Unrealized gains		1.1			1.6

Fair value of available-for-sale investments		1.5			2.0

Equity method investments
Cost		13.7			13.3
Equity in losses		(2.2	)		(1.8	)

Carrying value of equity method investments		11.5			11.5

Cost method investments
Carrying value of cost method investments		8.9			7.6

Total investments in unconsolidated affiliates	$	21.9		$	21.1

There were no sales of available-for-sale investments during the six months ended June 30, 2013. For the six months ended June 30, 2012, proceeds from sales of available-for-sale investments were $2.1 million, and the Company realized pre-tax gains from these sales of $0.4 million.

6. DEBT

On June 13, 2013, the Company amended its Four-Year Credit Agreement ("Credit Facility") to increase the aggregate borrowings provided under the Credit Facility to $750.0 million. Additional issuance costs of $0.4 million that were incurred due to the amendment are being amortized to interest expense over the remaining term of the Credit Facility, which matures on July 29, 2015. As of June 30, 2013, borrowings of $227.3 million were outstanding under the Credit Facility and have been classified as long-term obligations as these borrowings are expected to be refinanced pursuant to the Credit Facility.

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7. FAIR VALUE MEASUREMENTS

The consolidated condensed financial statements include financial instruments for which the fair market value of such instruments may differ from amounts reflected on a historical cost basis. Financial instruments of the Company consist of cash deposits, bank time deposits, accounts and other receivables, investments in unconsolidated affiliates, accounts payable, certain accrued liabilities and borrowings under a revolving credit agreement. The carrying value of these financial instruments generally approximates fair value due to their short-term nature.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Company prioritizes the inputs used to determine fair values in one of the following three categories:

Level 1—Quoted market prices in active markets for identical assets or liabilities.
Level 2—Inputs, other than quoted prices in active markets, that are observable, either directly or indirectly.
Level 3—Unobservable inputs that are not corroborated by market data.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the Company's financial instruments which are measured at fair value on a recurring basis (in millions):

June 30, 2013	Level 1		Level 2		Level 3		Total

Assets
Investments held for executive deferred compensation plan	$	13.3	$	—	$	—	$	13.3
Investments in unconsolidated affiliates		1.5		—		—		1.5
Derivatives		—		25.4		—		25.4

	$	14.8	$	25.4	$	—	$	40.2

Liabilities
Derivatives	$	—	$	5.5	$	—	$	5.5
Executive deferred compensation plan		13.6		—		—		13.6

	$	13.6	$	5.5	$	—	$	19.1

December 31, 2012
Assets
Investments held for executive deferred compensation plan	$	12.7	$	—	$	—	$	12.7
Investments in unconsolidated affiliates		2.0		—		—		2.0
Derivatives		—		5.7		—		5.7

	$	14.7	$	5.7	$	—	$	20.4

Liabilities
Executive deferred compensation plan	$	12.4	$	—	$	—	$	12.4

Executive Deferred Compensation Plan

The Company holds investments in trading securities related to its executive deferred compensation plan. The investments are in a variety of stock and bond mutual funds. The fair values of

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these investments and the corresponding liabilities are based on quoted market prices and are categorized as Level 1.

Investments in Unconsolidated Affiliates

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

Derivative Instruments

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

8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company uses derivative financial instruments to manage its currency exchange rate risk as summarized below. Notional amounts are stated in United States dollar equivalents at spot exchange rates at the respective dates. As of June 30, 2013 and December 31, 2012, the Company held foreign currency forward exchange contracts with notional amounts of $752.4 million and $779.0 million, respectively.

The Company uses foreign currency forward exchange contracts to offset the changes due to currency rate movements in the amount of future cash flows associated with intercompany transactions and certain third-party expenses expected to occur within the next 13 months. These foreign currency forward exchange contracts are designated as cash flow hedges. Certain of the Company's locations have assets and liabilities denominated in currencies other than their functional currencies resulting from intercompany and third-party transactions. The Company uses foreign currency forward exchange contracts that are not designated as hedging instruments to offset the transaction gains and losses associated with certain of these assets and liabilities. All foreign currency forward exchange contracts are denominated in currencies of major industrial countries, principally the Euro and the Japanese yen. It is the Company's policy not to enter into derivative financial instruments for speculative purposes.

All derivative financial instruments are recognized at fair value in the consolidated condensed balance sheets. The Company reports in " Accumulated Other Comprehensive Loss " the effective portion of the gain or loss on derivative financial instruments that are designated, and that qualify, as cash flow hedges. The Company reclassifies these gains and losses into earnings in the same period in which the underlying hedged transactions affect earnings. Any hedge ineffectiveness (which represents the amount by which the changes in the fair value of the derivative exceed the variability in the cash flows of the forecasted transaction) is recorded in current period earnings. For the six months ended June 30, 2013 and 2012, the Company did not record any gains or losses due to hedge ineffectiveness. The gains and losses on derivative financial instruments for which the Company does not elect hedge accounting treatment are recognized in the consolidated condensed statements of operations in each period based upon the change in the fair value of the derivative financial instrument. Cash flows from derivative financial instruments are reported as operating activities in the consolidated condensed statements of cash flows.

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Derivative financial instruments involve credit risk in the event the counterparty should default. It is the Company's policy to execute such instruments with global financial institutions that the Company believes to be creditworthy. The Company diversifies its derivative financial instruments among counterparties to minimize exposure to any one of these entities. The Company also uses International Swap Dealers Association master-netting agreements. The master-netting agreements provide for the net settlement of all contracts through a single payment in a single currency in the event of default, as defined by the agreements.

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

		Fair Value

Derivatives designated as hedging instruments	Balance Sheet Location	June 30, 2013		December 31, 2012
Assets
Foreign currency contracts	Other current assets	$	25.4	$	5.7
Liabilities
Foreign currency contracts	Accrued liabilities	$	5.5	$	—

The following table presents the effect of master-netting agreements and rights of offset on the consolidated condensed balance sheets (in millions):

								Gross Amounts Not Offset in the Consolidated Balance Sheet

			Gross Amounts Offset in Consolidated Balance Sheet
						Net Amounts Presented in the Consolidated Balance Sheet
June 30, 2013	Gross Amounts(a)					Net Amounts Presented in the Consolidated Balance Sheet		Financial Instruments			Cash Collateral Received		Net Amount
Derivative Assets
Foreign currency contracts	$	25.4	$	—		$	25.4	$	(5.5	)	$	—	$	19.9
Derivative Liabilities
Foreign currency contracts	$	5.5	$	—		$	5.5	$	(5.5	)	$	—	$	—
December 31, 2012
Derivative Assets
Foreign currency contracts	$	10.9	$	(5.2	)	$	5.7	$	—		$	—	$	5.7
Derivative Liabilities
Foreign currency contracts	$	5.2	$	(5.2	)	$	—	$	—		$	—	$	—

(a): The gross amounts presented as of December 31, 2012 do not include derivative assets of $3.8 million, and derivative liabilities $3.8 million as these derivatives were not subject to a master-netting arrangement and did not have rights of offset.

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

	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)					Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income

	Three Months Ended June 30,					Three Months Ended June 30,
	Three Months Ended June 30,				Location of Gain or (Loss) Reclassified from Accumulated OCI into Income	Three Months Ended June 30,
Derivatives in cash flow hedging relationships	2013		2012			2013		2012
Foreign currency contracts	$	6.0	$	9.8	Cost of goods sold	$	5.8	$	1.0

	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)					Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income

	Six Months Ended June 30,					Six Months Ended June 30,
	Six Months Ended June 30,				Location of Gain or (Loss) Reclassified from Accumulated OCI into Income	Six Months Ended June 30,
Derivatives in cash flow hedging relationships	2013		2012			2013		2012
Foreign currency contracts	$	27.7	$	13.4	Cost of goods sold	$	11.0	$	(2.7	)

		Amount of Gain or (Loss) Recognized in Income on Derivative

		Three Months Ended June 30,
	Location of Gain or (Loss) Recognized in Income on Derivative	Three Months Ended June 30,
Derivatives not designated as hedging instruments		2013		2012
Foreign currency contracts	Other expense (income), net	$	5.1	$	(4.2	)

		Amount of Gain or (Loss) Recognized in Income on Derivative

		Six Months Ended June 30,
	Location of Gain or (Loss) Recognized in Income on Derivative	Six Months Ended June 30,
Derivatives not designated as hedging instruments		2013		2012
Foreign currency contracts	Other expense (income), net	$	14.4	$	0.5

The Company expects that during the next twelve months it will reclassify to earnings a $7.8 million gain currently recorded in " Accumulated Other Comprehensive Loss ."

9. DEFINED BENEFIT PLANS

The components of net periodic benefit cost for the three and six months ended June 30, 2013 and 2012 were as follows (in millions):

	Three Months Ended June 30,						Six Months Ended June 30,

	2013			2012			2013			2012
Service cost	$	1.9		$	1.8		$	3.9		$	3.6
Interest cost		0.5			0.6			1.0			1.2
Expected return on plan assets		(0.3	)		(0.3	)		(0.6	)		(0.7	)
Amortization of actuarial loss, prior service credit and other		0.3			0.1			0.5			0.3

Net periodic benefit cost	$	2.4		$	2.2		$	4.8		$	4.4

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10. STOCK-BASED COMPENSATION

Stock-based compensation expense related to awards issued under the Company's incentive compensation plans for the three and six months ended June 30, 2013 and 2012 was as follows (in millions):

	Three Months Ended June 30				Six Months Ended June 30,

	2013		2012		2013		2012
Cost of goods sold	$	1.5	$	1.2	$	2.9	$	2.3
Selling, general and administrative expenses		9.4		8.3		17.6		15.1
Research and development expenses		1.9		1.7		3.5		3.0

Total stock-based compensation expense	$	12.8	$	11.2	$	24.0	$	20.4

At June 30, 2013, the total remaining compensation cost related to nonvested stock options, restricted stock units ("RSUs"), market-based restricted stock units ("MRSUs") and employee stock purchase plan ("ESPP") subscription awards amounted to $92.7 million, which will be amortized on a straight-line basis over the weighted-average remaining requisite service period of 32 months.

During the six months ended June 30, 2013, the Company granted 1.3 million stock options at a weighted-average exercise price of $71.92 and 0.2 million shares of RSUs at a weighted-average grant-date fair value of $72.92. The Company also granted 0.1 million shares of MRSUs at a weighted-average grant-date fair value of $49.78. The MRSUs vest based on a combination of certain service and market conditions. The actual number of shares issued will be determined based on the Company's total shareholder return relative to a selected industry peer group over a three-year performance period, and may range from 0 percent to 175 percent of the targeted number of shares granted.

Fair Value Disclosures

The fair value of the MRSUs was determined using a Monte Carlo simulation model, which uses multiple input variables to determine the probability of satisfying the market condition requirements. The weighted-average assumptions used to determine the fair value of the MRSUs granted during the six months ended June 30, 2013 and 2012 included a risk-free interest rate of 0.4 percent and 0.3 percent, respectively, and an expected volatility rate of 33.4 percent and 30.4 percent, respectively.

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

Option Awards

	Three Months Ended June 30,						Six Months Ended June 30,

	2013			2012			2013			2012
Risk-free interest rate		0.8	%		0.7	%		0.8	%		0.7	%
Expected dividend yield		None			None			None			None
Expected volatility		30.7	%		31.4	%		30.7	%		31.3	%
Expected term (years)		4.6			4.6			4.6			4.6
Fair value, per share	$	19.40		$	23.60		$	19.47		$	23.44

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

ESPP

	Three Months Ended June 30,						Six Months Ended June 30,

	2013			2012			2013			2012
Risk-free interest rate		0.1	%		0.2	%		0.1	%		0.1	%
Expected dividend yield		None			None			None			None
Expected volatility		33.3	%		35.7	%		35.4	%		31.4	%
Expected term (years)		0.7			0.7			0.7			0.6
Fair value, per share	$	21.48		$	19.30		$	22.94		$	17.63

11. COMMITMENTS AND CONTINGENCIES

In February 2008, Edwards Lifesciences filed a lawsuit against CoreValve, Inc. in the U.S. District Court for the District of Delaware alleging that its ReValving System infringes three of Edwards' U.S. Andersen patents, later narrowed to one patent ("the '552 patent"). Medtronic, Inc. ("Medtronic") acquired CoreValve, Inc. ("Medtronic CoreValve") in April 2009. In April 2010, a federal jury found the '552 patent to be valid and found that Medtronic CoreValve willfully infringes it. The jury also awarded Edwards $73.9 million in damages. In February 2011, the District Court reaffirmed the jury decision and ruled that Edwards is entitled to recover additional damages due to Medtronic CoreValve's continued infringing sales from the trial through the life of the patent, plus interest. In the same ruling, the court denied Edwards' motions for a permanent injunction, as well as its motion for increased damages relating to Medtronic CoreValve's willful infringement. In November 2012, the U.S. Court of Appeals for the Federal Circuit affirmed the April 2010 federal jury decision that Medtronic CoreValve is willfully infringing the '552 patent and ordered the trial court to reconsider Edwards' request for a permanent injunction that would prohibit the manufacture or sale of the CoreValve System in the United States. The Court of Appeals also affirmed the validity of the '552 patent and the federal jury's verdict awarding an initial payment of $73.9 million in damages to Edwards, which covers infringement through early 2010. In February 2013, the Court of Appeals issued a mandate affirming the judgment of the District Court and directing it to reconsider its prior denial of Edwards' request for a permanent injunction and to assess additional damages for the period after the date of the jury award. In February 2013, Edwards received a payment of $83.6 million from Medtronic in satisfaction of the April 2010 jury award of damages for infringement, including accrued interest. Proceedings continue before the District Court regarding the permanent injunction and the additional damages and Medtronic has requested that the U.S. Supreme Court review the Court of Appeals decision.

A second lawsuit is pending in the same District Court against Medtronic CoreValve and Medtronic alleging infringement of three of Edwards' U.S. Andersen patents. In July 2013, the District Court dismissed one of the patents that has expired from the lawsuit based on the outcome of reexamination proceedings at the United States Patent and Trademark Office ("USPTO").

In May 2012, the USPTO granted Medtronic's fourth request to reexamine the validity of the claim of the '552 patent and in February 2013 confirmed the validity of that patent.

In June 2011, Medtronic filed a lawsuit in the U.S. District Court for the District of Minnesota alleging that certain surgical valve holders and a surgical embolic filter device infringe its patents. Edwards counterclaimed against Medtronic, alleging that the Medtronic Contour 3D annuloplasty ring infringes an Edwards ring patent. Edwards subsequently added two more patents to its counterclaim. In

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February and March 2012, the USPTO granted Edwards' requests to reexamine the validity of three of the four Medtronic patents involved in this lawsuit.

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

In March 2012, Medtronic filed another lawsuit in the U.S. District Court for the Central District of California alleging that the methods of implanting the Edwards SAPIEN transcatheter heart valve in the United States infringe two Medtronic patents relating to methods of pacing the heart.

In August 2012, Edwards filed a lawsuit against Medtronic in the German District Court of Mannheim alleging that Medtronic's CoreValve and Evolut valves infringe two of Edwards' transcatheter valve patents. These patents were issued by the European Patent Office and were validated as national patents in various European countries, including Germany. In April 2013, Edwards added a third transcatheter valve patent to the lawsuit. An infringement hearing was held in April 2013 for one of the original patents, and the Court ruled that the Medtronic valves did not infringe that patent. Edwards has appealed this decision. The hearing for the second patent was held in May 2013 and the Court subsequently ruled that the Medtronic valves infringe that patent. The Court granted an injunction prohibiting the sale of CoreValve and Evolut systems in Germany, a recall of these products, and an accounting for past damages. The Court's decision requires Edwards to post a €50 million bond in order to enforce the decision. The bond is a guarantee of Edwards' potential liability for damages incurred by Medtronic for lost sales of its valves during the injunction if the decision is reversed on appeal or the patents are held invalid. The timing and mechanics of implementing the injunction have not yet been established, and the Company is currently not able to estimate the impact of the infringement decision. A hearing date for the third patent is scheduled for December 2013. Related oppositions on the validity of these patents are ongoing at the European Patent Office.

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

Edwards Lifesciences is subject to various environmental laws and regulations both within and outside of the United States. The operations of Edwards Lifesciences, like those of other medical device companies, involve the use of substances regulated under environmental laws, primarily in manufacturing and sterilization processes. While it is difficult to quantify the potential impact of continuing compliance with environmental protection laws, management believes that such compliance

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

12. ACCUMULATED OTHER COMPREHENSIVE LOSS

Presented below is a summary of activity for each component of " Accumulated Other Comprehensive Loss " for the six months ended June 30, 2013.

	Foreign Currency Translation Adjustments			Unrealized Gain on Cash Flow Hedges			Unrealized Gain on Available-for-Sale Investments			Unrealized Pension Costs			Total Accumulated Other Comprehensive Loss

	(in millions)
December 31, 2012	$	(25.8	)	$	7.0		$	1.4		$	(20.5	)	$	(37.9	)
Other comprehensive (loss) income before reclassifications		(19.6	)		27.7			(0.5	)		—			7.6
Amounts reclassified from accumulated other comprehensive loss		—			(11.0	)		—			—			(11.0	)
Deferred income tax (expense) income		—			(6.8	)		0.1			—			(6.7	)

June 30, 2013	$	(45.4	)	$	16.9		$	1.0		$	(20.5	)	$	(48.0	)

The following table provides information about amounts reclassified from " Accumulated Other Comprehensive Loss " (in millions):

	Amount Reclassified from Accumulated Other Comprehensive Loss

Details about Accumulated Other Comprehensive Loss Components	Three Months Ended June 30, 2013			Six Months Ended June 30, 2013			Affected Line on Consolidated Condensed Statements of Operations
Gain on cash flow hedges	$	5.8		$	11.0		Cost of goods sold
		(2.3	)		(4.2	)	Provision for income taxes

	$	3.5		$	6.8		Net of tax

13. EARNINGS PER SHARE

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

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

	Three Months Ended June 30,				Six Months Ended June 30,

	2013		2012		2013		2012
Basic:
Net income	$	94.1	$	67.8	$	239.0	$	132.9

Weighted-average shares outstanding		112.6		114.9		113.3		114.5

Basic earnings per share	$	0.84	$	0.59	$	2.11	$	1.16

Diluted:
Net income	$	94.1	$	67.8	$	239.0	$	132.9

Weighted-average shares outstanding		112.6		114.9		113.3		114.5
Dilutive effect of stock plans		2.1		3.5		2.3		3.7

Dilutive weighted-average shares outstanding		114.7		118.4		115.6		118.2

Diluted earnings per share	$	0.82	$	0.57	$	2.07	$	1.12

Stock options, RSUs, and MRSUs to purchase 3.7 million and 2.4 million shares for the three months ended June 30, 2013 and 2012, respectively, and 3.0 million and 1.8 million for the six months ended June 30, 2013 and 2012, respectively, were outstanding, but were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive.

14. INCOME TAXES

The Company's effective income tax rates were 22.7% and 23.9% for the three and six months ended June 30, 2013, respectively, and 24.6% and 24.3% for the three and six months ended June 30, 2012, respectively.

The federal research credit expired on December 31, 2011 and was not reinstated until January 2, 2013. Accordingly, the effective income tax rates for the three and six months ended June 30, 2012 were calculated without an assumed benefit for the federal research credit. The effective income tax rate for the six months ended June 30, 2013 included (1) an $8.4 million benefit for the full year 2012 federal research credit and (2) $31.3 million of tax expense associated with the $83.6 million litigation award received from Medtronic, Inc. in February 2013 (see Note 2). The effective income tax rate for the six months ended June 30, 2012 included a $2.3 million benefit from the remeasurement of uncertain tax positions.

The Company strives to resolve open matters with each tax authority at the examination level and could reach agreement with a tax authority at any time. While the Company has accrued for matters it believes are more likely than not to require settlement, the final outcome with a tax authority may result in a tax liability that is more or less than that reflected in the consolidated condensed financial statements. Furthermore, the Company may later decide to challenge any assessments, if made, and may exercise its right to appeal. The uncertain tax positions are reviewed quarterly and adjusted as events occur that affect potential liabilities for additional taxes, such as lapsing of applicable statutes of limitations, proposed assessments by tax authorities, negotiations between tax authorities, identification of new issues and issuance of new legislation, regulations or case law.

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benefits associated with the correlative effects of potential transfer pricing adjustments, state income taxes and timing adjustments. The net amounts of $97.4 million and $87.5 million, respectively, if not required, would favorably affect the Company's effective tax rate.

At June 30, 2013, the Company had concluded all United States federal income tax matters for years through 2008. The Internal Revenue Service began its examination of the 2009 and 2010 tax years during the second quarter of 2011. All material state, local and foreign income tax matters have been concluded for years through 2006.

15. SEGMENT INFORMATION

Edwards Lifesciences conducts operations worldwide and is managed in the following geographical regions: United States, Europe, Japan and Rest of World. All regions sell products that are used to treat advanced cardiovascular disease.

The Company's geographic segments are reported based on the financial information provided to the Chief Operating Decision Maker (the Chief Executive Officer). The Company evaluates the performance of its geographic 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 of the Company's consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2012. 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. Net sales by geographic area are based on the location of the customer.

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, manufacturing variances, corporate headquarters costs, 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 expense included in each segment, and, therefore, a portion is maintained at the corporate level. The Company neither discretely allocates assets to its operating segments, nor evaluates the operating segments using discrete asset information.

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

	Three Months Ended June 30,				Six Months Ended June 30,

	2013		2012		2013		2012
Segment Net Sales
United States	$	240.5	$	207.0	$	468.4	$	393.6
Europe		160.7		150.4		316.2		301.2
Japan		73.0		73.5		140.3		143.3
Rest of world		63.1		57.0		117.6		109.7

Total segment net sales	$	537.3	$	487.9	$	1,042.5	$	947.8

Segment Pre-tax Income
United States	$	142.7	$	119.3	$	275.5	$	221.0
Europe		73.7		64.1		146.2		131.8
Japan		36.9		37.9		70.4		73.7
Rest of world		17.5		16.0		30.0		29.2

Total segment pre-tax income	$	270.8	$	237.3	$	522.1	$	455.7

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

	Three Months Ended June 30,						Six Months Ended June 30,

	2013			2012			2013			2012
Net Sales Reconciliation
Segment net sales	$	537.3		$	487.9		$	1,042.5		$	947.8
Foreign currency		(20.1	)		(5.9	)		(28.6	)		(6.6	)

Consolidated net sales	$	517.2		$	482.0		$	1,013.9		$	941.2

Pre-tax Income Reconciliation
Segment pre-tax income	$	270.8		$	237.3		$	522.1		$	455.7
Unallocated amounts:
Corporate items		(147.5	)		(141.3	)		(291.2	)		(271.7	)
Special (charges) gains		—			(7.0	)		83.6			(7.0	)
Interest (expense) income, net		(0.4	)		0.1			(0.2	)		0.1
Foreign currency		(1.1	)		0.8			(0.4	)		(1.6	)

Consolidated pre-tax income	$	121.8		$	89.9		$	313.9		$	175.5

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Enterprise-Wide Information

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

	Three Months Ended June 30,				Six Months Ended June 30,

	2013		2012		2013		2012
	(in millions)
Net Sales by Geographic Area
United States	$	240.5	$	207.0	$	468.4	$	393.6
Europe		155.3		146.5		309.8		295.3
Japan		59.3		72.3		119.3		143.1
Rest of world		62.1		56.2		116.4		109.2

	$	517.2	$	482.0	$	1,013.9	$	941.2

Net Sales by Major Product and Service Area
Surgical Heart Valve Therapy	$	204.3	$	200.5	$	402.4	$	404.1
Transcatheter Heart Valves		182.1		145.8		351.8		267.3
Critical Care		130.8		135.7		259.7		269.8

	$	517.2	$	482.0	$	1,013.9	$	941.2

	June 30, 2013		December 31, 2012

	(in millions)
Long-lived Tangible Assets by Geographic Area
United States	$	283.2	$	263.4
International		141.4		136.2

	$	424.6	$	399.6

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

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company (as defined below in "Overview") intends the forward-looking statements contained in this report to be covered by the safe harbor provisions of such Acts. All statements other than statements of historical fact in this report or referred to or incorporated by reference into this report are "forward-looking statements" for purposes of these sections. These statements include, among other things, any predictions of earnings, revenues, expenses or other financial items, plans or expectations with respect to development activities, clinical trials or regulatory approvals, any statements of plans, strategies and objectives of management for future operations, any statements concerning the Company's future operations, financial conditions and prospects, and any statements of assumptions underlying any of the foregoing. These statements can sometimes be identified by the use of the forward-looking words such as "may," "believe," "will," "expect," "project," "estimate," "should," "anticipate," "plan," "goal," "continue," "seek," "pro forma," "forecast," "intend," "guidance," "optimistic," "aspire," "confident," other forms of these words or similar words or expressions or the negative thereof. Investors are cautioned not to unduly rely on such forward-looking statements. These forward-looking statements are subject to substantial risks and uncertainties that could cause the Company's results or future business, financial condition, results of operations or performance to differ materially from the Company's historical results or experiences or those expressed or implied in any forward-looking statements contained in this report. Investors should carefully review the information contained in, or incorporated by reference into, the Company's annual report on Form 10-K for the year ended December 31, 2012 and subsequent reports on Forms 10-Q and 8-K for a description of certain of these risks and uncertainties. These forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of the statement. If the Company does update or correct one or more of these statements, investors and others should not conclude that the Company will make additional updates or corrections.

Overview

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

The Company reports its products and technologies in three product groups: Surgical Heart Valve Therapy; Transcatheter Heart Valves; and Critical Care.

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

The health care 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 with broader product offerings than Edwards Lifesciences. Furthermore, rapid product

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development and technological change characterize the market in which the Company competes. Global demand for health care is increasing as the population ages. There is mounting pressure to contain health care costs in the face of this increasing demand, which has resulted in pricing and market share pressures. The cardiovascular segment of the medical device industry is dynamic, and technology, cost-of-care considerations, regulatory reform, industry and customer consolidation, and evolving patient needs are expected to continue to drive change.

New Accounting Standards Not Yet Adopted

In June 2013, the Financial Accounting Standards Board issued an amendment to the accounting guidance on income taxes impacting the presentation of unrecognized tax benefits. The guidance requires an entity to net its unrecognized tax benefits against the deferred tax assets for all same jurisdiction net operating loss or similar tax loss carryforwards, or tax credit carryforwards. The guidance is effective for annual reporting periods beginning after December 15, 2013 and interim periods therein. The Company does not expect the adoption of this guidance will have a material impact on its consolidated financial statements.

Results of Operations

Net Sales Trends
(dollars in millions)

	Three Months Ended June 30,									Six Months Ended June 30,

	Three Months Ended June 30,						Percent Change			Six Months Ended June 30,							Percent Change
	2013		2012		Change		Percent Change			2013		2012		Change			Percent Change
United States	$	240.5	$	207.0	$	33.5		16.2	%	$	468.4	$	393.6	$	74.8			19.0	%
International		276.7		275.0		1.7		0.6	%		545.5		547.6		(2.1	)		(0.4	)%

Total net sales	$	517.2	$	482.0	$	35.2		7.3	%	$	1,013.9	$	941.2	$	72.7			7.7	%

In the United States, the $33.5 million and $74.8 million increases in net sales for the three and six months ended June 30, 2013 was due primarily to Transcatheter Heart Valves, which increased net sales by $28.4 million and $70.4 million, respectively, driven primarily by sales of the Edwards SAPIEN transcatheter heart valve. In October 2012, the Company received approval from the United States Food and Drug Administration ("FDA") for the transapical and transfemoral delivery of the Edwards SAPIEN transcatheter heart valve for treatment of certain patients deemed at high risk for traditional open-heart surgery. In 2011, the Company received FDA approval for the treatment of certain inoperable patients using a transfemoral delivery approach only.

International net sales increased $1.7 million for the three months ended June 30, 2013, and decreased $2.1 million for the six months ended June 30, 2013, due primarily to:

•: Transcatheter Heart Valves, which increased net sales by $9.0 million and $14.8 million, respectively, driven primarily by sales of the Edwards SAPIEN XT transcatheter heart valve; and
•: surgical heart valve products, which increased net sales by $6.1 million and $5.5 million, respectively, driven primarily by sales of the Carpentier-Edwards PERIMOUNT Magna Mitral Ease valve;

partially offset by:

•: foreign currency exchange rate fluctuations, which decreased net sales by $13.9 million and $22.0 million, respectively, due primarily to the weakening of the Japanese yen against the United States dollar.

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The impact of foreign currency exchange rate fluctuations on net sales is not necessarily indicative of the impact on net income due to the corresponding effect of foreign currency exchange rate fluctuations on international manufacturing and operating costs and the Company's hedging activities. For more information see Item 3, " Quantitative and Qualitative Disclosures About Market Risk ."

Net Sales by Product Group
(dollars in millions)

	Three Months Ended June 30,										Six Months Ended June 30,

	Three Months Ended June 30,							Percent Change			Six Months Ended June 30,							Percent Change
	2013		2012		Change			Percent Change			2013		2012		Change			Percent Change
Surgical Heart Valve Therapy	$	204.3	$	200.5	$	3.8			1.9	%	$	402.4	$	404.1	$	(1.7	)		(0.4	)%
Transcatheter Heart Valves		182.1		145.8		36.3			24.9	%		351.8		267.3		84.5			31.6	%
Critical Care		130.8		135.7		(4.9	)		(3.6	)%		259.7		269.8		(10.1	)		(3.8	)%

Total net sales	$	517.2	$	482.0	$	35.2			7.3	%	$	1,013.9	$	941.2	$	72.7			7.7	%

Surgical Heart Valve Therapy

Net sales of Surgical Heart Valve Therapy products increased by $3.8 million for the three months ended June 30, 2013, and decreased by $1.7 million for the six months ended June 30, 2013, due primarily to:

•: surgical heart valve products, which increased net sales by $9.9 million and $6.7 million, respectively, driven primarily by sales of the Carpentier-Edwards PERIMOUNT Magna Mitral Ease valve; and
•: cardiac surgery systems, which increased net sales by $0.4 million and $1.8 million, respectively, driven primarily by specialty cannula products;

partially offset by:

•: foreign currency exchange rate fluctuations, which decreased net sales by $6.2 million and $10.0 million, respectively, due primarily to the weakening of the Japanese yen against the United States dollar.

At the end of the first quarter of 2013, the Company received approval to sell its Carpentier-Edwards PERIMOUNT Magna Ease valve in China. In the United States, the Company received approval from the FDA to include EDWARDS INTUITY Elite, its next generation minimally invasive aortic valve surgery system, in its ongoing TRANSFORM Trial. The Company is continuing to enroll patients in its COMMENCE clinical trial, which is studying its GLX next-generation tissue treatment platform applied to the Magna Ease aortic surgical valve and the Magna Mitral Ease valve.

Transcatheter Heart Valves

Net sales of Transcatheter Heart Valves for the three and six months ended June 30, 2013 increased by $36.3 million and $84.5 million, respectively, due primarily to:

•: the Edwards SAPIEN transcatheter heart valve in the United States, which increased net sales by $27.5 million and $67.6 million, respectively, with the 2011 and 2012 approvals of the Edwards SAPIEN valve; and
•: the Edwards SAPIEN XT transcatheter heart valve, which increased net sales by $10.2 million and $18.8 million, respectively, primarily due to an increase in international sales.

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The Company is continuing to enroll patients in Cohort A, the surgical arm of The PARTNER II Trial, which is evaluating the Edwards SAPIEN XT transcatheter heart valve for the United States market. The Company submitted its pre-market approval for Cohort B of The PARTNER II Trial to the FDA during the second quarter of 2013. Cohort B is designed for patients with a higher risk profile who are deemed inoperable. Also, during the second quarter of 2013, the Company received approval for SAPIEN XT in Japan.

Critical Care

Net sales of Critical Care products for the three and six months ended June 30, 2013 decreased by $4.9 million and $10.1 million, respectively, due primarily to foreign currency exchange rate fluctuations, which decreased net sales by $7.4 million and $12.3 million, respectively, due primarily to the weakening of the Japanese yen against the United States dollar.

Gross Profit

	Three Months Ended June 30,							Six Months Ended June 30,

	2013			2012			Change	2013			2012			Change
Gross profit as a percentage of net sales		75.8	%		73.1	%	2.7 pts.		75.6	%		72.7	%	2.9 pts.

The percentage point increases in gross profit as a percentage of net sales for the three and six months ended June 30, 2013 was driven primarily by:

•: a 1.7 percentage point and a 0.9 percentage point increase, respectively, due to the voluntary recalls of certain of the Company's heart valves and Critical Care catheters during the second quarter of 2012;
•: a 1.1 percentage point and a 1.3 percentage point increase, respectively, in the United States due to a more profitable product mix, primarily higher sales of Transcatheter Heart Valves; and
•: a 1.0 percentage point and a 1.2 percentage point increase, respectively, due to the impact of foreign currency exchange rate fluctuations, including the settlement of foreign currency hedging contracts;

partially offset by:

•: manufacturing inefficiencies.

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

	Three Months Ended June 30,								Six Months Ended June 30,

	2013			2012			Change		2013			2012			Change
SG&A expenses	$	189.4		$	182.4		$	7.0	$	374.6		$	359.6		$	15.0
SG&A expenses as a percentage of net sales		36.6	%		37.8	%		(1.2) pts.		36.9	%		38.2	%		(1.3) pts.

The increase in SG&A expenses for the three and six months ended June 30, 2013 was due primarily to (1) the 2.3% excise tax on United States sales of most medical devices which became effective in 2013 and (2) higher sales and marketing expenses in the United States, mainly to support the Transcatheter Heart Valve program. These increases were partially offset by the impact of foreign currency, which reduced expenses by $4.1 million and $6.3 million, respectively, due primarily to the weakening of the Japanese yen against the United States dollar. The decrease in SG&A expenses as a

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percentage of net sales for the three and six months ended June 30, 2013 was due primarily to decreased SG&A expenses in Europe as a percentage of net sales.

Research and Development Expenses
(dollars in millions)

	Three Months Ended June 30,								Six Months Ended June 30,

	2013			2012			Change		2013			2012			Change
Research and development expenses	$	80.5		$	74.0		$	6.5	$	160.3		$	142.6		$	17.7
Research and development expenses as a percentage of net sales		15.6	%		15.4	%		0.2 pts.		15.8	%		15.2	%		0.6 pts.

The increase in research and development expenses for the three and six months ended June 30, 2013 was due primarily to additional investments in a number of heart valve clinical studies and new product development efforts in the Transcatheter Heart Valve program.

Special Charges (Gains)

Litigation Award

Licensing of Intellectual Property

Interest Expense (Income), net
(in millions)

	Three Months Ended June 30,								Six Months Ended June 30,

	2013			2012			Change		2013			2012			Change
Interest expense	$	1.4		$	1.2		$	0.2	$	2.8		$	2.3		$	0.5
Interest income		(1.0	)		(1.3	)		0.3		(2.6	)		(2.4	)		(0.2	)

Interest income, net	$	0.4		$	(0.1	)	$	0.5	$	0.2		$	(0.1	)	$	0.3

The increase in interest expense for the three and six months ended June 30, 2013 resulted primarily from a higher average debt balance as compared to the prior year period, partially offset by lower average interest rates. The decrease in interest income during the three months ended June 30, 2013 resulted primarily from lower average interest rates. The increase in interest income during the six months ended June 30, 2013 resulted primarily from the release of a deposit upon the settlement of

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certain litigation and higher average investment balances, partially offset by lower average interest rates.

Other Expense (Income), net
(in millions)

	Three Months Ended June 30,						Six Months Ended June 30,

	2013			2012			2013		2012
Foreign exchange losses, net	$	0.3		$	0.5		$	1.2	$	1.1
Gain on investments in unconsolidated affiliates		(0.2	)		(0.6	)		—		(1.0	)
License agreement		—			(0.9	)		—		(0.9	)
Other		—			—			0.1		0.3

Other expense (income), net	$	0.1		$	(1.0	)	$	1.3	$	(0.5	)

The foreign exchange losses relate to the foreign currency fluctuations in the Company's global trade and intercompany receivable and payable balances, offset by the gains and losses on derivative instruments intended as an economic hedge of those exposures. Foreign exchange fluctuations, related primarily to United States dollar payables in non-United States dollar functional currency locations and Euro denominated intercompany receivables, resulted in a net loss in 2013.

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

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

Provision for Income Taxes

The provision for income taxes consists of provisions for federal, state and foreign income taxes. The Company operates in an international environment with significant operations in various locations outside the United States, which have statutory tax rates lower than the United States tax rate. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates. The Company's effective income tax rates were 22.7% and 23.9% for the three and six months ended June 30, 2013, respectively, and 24.6% and 24.3% for the three and six months ended June 30, 2012, respectively.

The federal research credit expired on December 31, 2011 and was not reinstated until January 2, 2013. Accordingly, the effective income tax rates for the three and six months ended June 30, 2012 were calculated without an assumed benefit for the federal research credit. The effective income tax rate for the six months ended June 30, 2013 included (1) an $8.4 million benefit for the full year 2012 federal research credit and (2) $31.3 million of tax expense associated with the $83.6 million litigation award received from Medtronic, Inc. in February 2013 (see Note 2 to the " Consolidated Condensed Financial Statements "). The effective income tax rate for the six months ended June 30, 2012 included a $2.3 million benefit from the remeasurement of uncertain tax positions.

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events occur that affect potential liabilities for additional taxes, such as lapsing of applicable statutes of limitations, proposed assessments by tax authorities, negotiations between tax authorities, identification of new issues and issuance of new legislation, regulations or case law. Management believes that adequate amounts of tax and related penalty and interest have been provided in income tax expense for any adjustments that may result from these uncertain tax positions.

As of June 30, 2013 and December 31, 2012, the liability for income taxes associated with uncertain tax positions was $125.3 million and $113.6 million, respectively. The Company estimates that these liabilities would be reduced by $27.9 million and $26.1 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 $97.4 million and $87.5 million, respectively, if not required, would favorably affect the Company's effective tax rate.

Liquidity and Capital Resources

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

The Company believes that cash held in the United States, in addition to amounts available under credit facilities and cash from operations, are sufficient to fund its United States operating requirements. Cash and cash equivalents and short-term investments held outside the United States have historically been used to fund international operations and acquire businesses outside of the United States, although a portion of those amounts may from time to time be subject to temporary intercompany loans into the United States. As of June 30, 2013, cash and cash equivalents and short-term investments held outside the United States were $527.7 million, after reduction of $100.0 million for a temporary intercompany loan to the United States. The majority of cash and cash equivalents and short-term investments held outside the United States relate to undistributed earnings of certain of the Company's foreign subsidiaries which are considered to be indefinitely reinvested by the Company. Repatriations of cash and cash equivalents and short-term investments held outside the United States are subject to restrictions in certain jurisdictions and may be subject to withholding and other taxes. The potential tax liability related to any repatriation would be dependent on the facts and circumstances that would exist at the time such repatriation is made and the complexities of the tax laws of the United States and the respective foreign jurisdictions.

The Company has a Four-Year Credit Agreement ("the Credit Facility") which matures on July 29, 2015. The Credit Facility provides up to an aggregate of $500.0 million in borrowings in multiple currencies, with an "accordion feature" which would allow the Company to increase the availability under the Credit Facility to $750.0 million under certain circumstances. On June 13, 2013, the Company exercised the accordion feature and amended its Credit Facility to increase the aggregate borrowings provided under the Credit Facility to $750.0 million. Borrowings generally bear interest at the London interbank offering rate ("LIBOR") plus 0.875%, subject to adjustment for leverage ratio changes as defined in the Credit Facility. The Company also pays a facility fee of 0.125% on the entire facility whether or not drawn. The facility fee is also subject to adjustment for leverage ratio changes. All amounts outstanding under the Credit Facility have been classified as long-term obligations as these borrowings are expected to be refinanced pursuant to the Credit Facility. As of June 30, 2013, borrowings of $227.3 million were outstanding under the Credit Facility. The Credit Facility is

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unsecured and contains various financial and other covenants, including a maximum leverage ratio and a minimum interest coverage ratio, as defined in the Credit Facility. The Company was in compliance with all covenants at June 30, 2013.

In September 2011, the Board of Directors approved a stock repurchase program authorizing the Company to purchase on the open market and in privately negotiated transactions up to $500.0 million of the Company's common stock. Under this stock repurchase authorization, in November 2012, the Company entered into a Rule 10b5-1 plan to repurchase, during 2013, up to $245.0 million of the Company's common stock in accordance with certain pre-defined price parameters. As of June 30, 2013, the Company had repurchased $245.0 million under that plan. In May 2013, the Board of Directors approved a new stock repurchase program authorizing the Company to purchase on the open market and in privately negotiated transactions up to an additional $750.0 million of the Company's common stock. During the six months ended June 30, 2013, the Company repurchased a total of 3.3 million shares at an aggregate cost of $245.0 million, and as of June 30, 2013, had remaining authority under these programs to purchase $752.6 million of the Company's common stock. In addition to shares repurchased under the stock repurchase program, the Company also acquired shares to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.

At June 30, 2013, 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, 2012.

Net cash flows provided by operating activities of $214.3 million for the six months ended June 30, 2013 increased $98.2 million over the same period a year ago due primarily to (1) the receipt of $83.6 million from Medtronic, Inc. in satisfaction of the April 2010 jury award of damages for infringement of the U.S. Andersen transcatheter heart valve patent and (2) improved operating performance. These increases were partially offset by (1) a $15.9 million impact from excess tax benefits from stock plans, primarily as a result of the realization of excess tax benefits that had been previously unrealized due to credit carryforwards and net operating losses in the United States in 2011 and (2) higher inventory purchases in 2013, primarily related to the Critical Care product group.

Net cash used in investing activities of $44.4 million for the six months ended June 30, 2013 consisted primarily of capital expenditures of $51.4 million, partially offset by net proceeds from short-term investments of $8.9 million.

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

Net cash used in financing activities of $114.2 million for the six months ended June 30, 2013 consisted primarily of purchases of treasury stock of $246.6 million, partially offset by the excess tax benefit from stock plans of $58.9 million (including the realization of previously unrealized excess tax benefits), net proceeds from debt of $40.2 million, and proceeds from stock plans of $27.4 million.

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

Critical Accounting Policies and Estimates

The consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States which require the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the

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consolidated financial statements and revenues and expenses during the periods reported. Actual results could differ from those estimates. Information with respect to the Company's critical accounting policies and estimates which the Company believes could have the most significant effect on the Company's reported results and require subjective or complex judgments by management is contained on pages 36-39 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, 2012. Management believes that at June 30, 2013, there had been no material changes to this information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk, Foreign Currency Risk, Credit Risk and Concentrations of Risk

For a complete discussion of the Company's exposure to interest rate risk, foreign currency risk, credit risk and concentrations of risk, refer to Item 7A " Quantitative and Qualitative Disclosures About Market Risk " on pages 39-40 of the Company's Annual Report on Form 10-K for the year ended December 31, 2012. There have been no significant changes from the information discussed therein.

Investment Risk

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

As of June 30, 2013, Edwards Lifesciences had $21.9 million of investments in equity instruments of other companies and had recorded unrealized gains of $1.0 million on these investments in " Accumulated Other Comprehensive Loss, " net of tax. Should these companies experience a decline in financial condition or fail to meet certain development milestones, the decline in the investments' value may be considered other-than-temporary and impairment charges may be necessary.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. The Company's management, including the Chief Executive Officer and the Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2013. Based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded as of June 30, 2013 that the Company's disclosure controls and procedures 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 of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and 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 during the quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

There have been no material changes to the risk factors under Part I, Item 1A " Risk Factors " in the Company's Annual Report on Form 10-K for the year ended December 31, 2012.

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

Issuer Purchases of Equity Securities

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)(b)

April 1, 2013 through April 30, 2013	600,723	$	80.04	600,000	$	92.0
May 1, 2013 through May 31, 2013	1,121,484		65.86	1,099,924		769.5
June 1, 2013 through June 30, 2013	258,899		65.35	258,899		752.6

Total	1,981,106		70.09	1,958,823

(a): The difference between the total number of shares (or units) purchased and the total number of shares (or units) purchased as part of publicly announced plans or programs is due to shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock units issued to employees.
(b): On May 14, 2013, 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 $750.0 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:


	3.1		Amended and Restated Certificate of Incorporation of Edwards Lifesciences Corporation, dated May 16, 2013 (incorporated by reference to Exhibit 3.1 in Edwards Lifesciences' report on Form 8-K, filed May 17, 2013)
	3.2		Bylaws of Edwards Lifesciences Corporation, amended and restated as of May 16, 2013 (incorporated by reference to Exhibit 3.1 in Edwards Lifesciences' report on Form 8-K, filed May 17, 2013)
	*10.1		Nonemployee Directors Stock Incentive Program (as amended and restated as of May 14, 2013)
	*10.2		Edwards Lifesciences Corporation Form of Participant Stock Option Statement and related Nonemployee Directors Stock Incentive Program Nonqualified Stock Option Award Agreement

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	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
	*10.3		Amended and Restated Long-Term Stock Incentive Compensation Program (incorporated by reference to Appendix A to Edwards Lifesciences' Definitive Proxy Statement, filed March 29, 2013)
	*10.4		Amended and Restated 2001 Employee Stock Purchase Plan for United States Employees (incorporated by reference to Appendix B to Edwards Lifesciences' Definitive Proxy Statement, filed March 29, 2013)
	10.5		Subscription Agreement, dated May 13, 2013, by and between Edwards Lifesciences Corporation and the Mussallem Living Trust dated March 7, 2005 (incorporated by reference to Exhibit 10.1 in Edwards Lifesciences' report on Form 8-K, filed May 17, 2013)
	10.6		Amendment No. 1, dated June 13, 2013, to the Four Year Credit Agreement by and among Edwards Lifesciences Corporation, certain of its subsidiaries, the lenders signatory thereto, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents, and U.S. Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd. Deutsche Bank AG New York Branch and Mizuho Corporate Bank, Ltd., as Co-Documentation Agents dated July 29, 2011 (incorporated by reference to Exhibit 10.1 in Edwards Lifesciences' report on Form 8-K, filed June 18, 2013)
	101		The following financial statements from Edwards Lifesciences' Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Operations, (iii) the Consolidated Condensed Statements of Comprehensive Income, (iv) the Consolidated Condensed Statements of Cash Flows, and (v) Notes to Consolidated Condensed Financial Statements

*: Represents management contract or compensatory plan

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	EDWARDS LIFESCIENCES CORPORATION (Registrant)
Date: August 6, 2013	By:	/s/ THOMAS M. ABATE Thomas M. Abate Corporate Vice President, Chief Financial Officer (Chief Accounting Officer)

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EXHIBITS FILED WITH SECURITIES AND EXCHANGE COMMISSION

Exhibit No.			Description

	3.1		Amended and Restated Certificate of Incorporation of Edwards Lifesciences Corporation, dated May 16, 2013 (incorporated by reference to Exhibit 3.1 in Edwards Lifesciences' report on Form 8-K, filed May 17, 2013)
	3.2		Bylaws of Edwards Lifesciences Corporation, amended and restated as of May 16, 2013 (incorporated by reference to Exhibit 3.1 in Edwards Lifesciences' report on Form 8-K, filed May 17, 2013)
	*10.1		Nonemployee Directors Stock Incentive Program (as amended and restated as of May 14, 2013)
	*10.2		Edwards Lifesciences Corporation Form of Participant Stock Option Statement and related Nonemployee Directors Stock Incentive Program Nonqualified Stock Option Award Agreement
	*10.3		Amended and Restated Long-Term Stock Incentive Compensation Program (incorporated by reference to Appendix A to Edwards Lifesciences' Definitive Proxy Statement, filed March 29, 2013)
	*10.4		Amended and Restated 2001 Employee Stock Purchase Plan for United States Employees (incorporated by reference to Appendix B to Edwards Lifesciences' Definitive Proxy Statement, filed March 29, 2013)
	10.5		Subscription Agreement, dated May 13, 2013, by and between Edwards Lifesciences Corporation and the Mussallem Living Trust dated March 7, 2005 (incorporated by reference to Exhibit 10.1 in Edwards Lifesciences' report on Form 8-K, filed May 17, 2013)
	10.6		Amendment No. 1, dated June 13, 2013, to the Four Year Credit Agreement by and among Edwards Lifesciences Corporation, certain of its subsidiaries, the lenders signatory thereto, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents, and U.S. Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd. Deutsche Bank AG New York Branch and Mizuho Corporate Bank, Ltd., as Co-Documentation Agents dated July 29, 2011 (incorporated by reference to Exhibit 10.1 in Edwards Lifesciences' report on Form 8-K, filed June 18, 2013)
	31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101		The following financial statements from Edwards Lifesciences' Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Operations, (iii) the Consolidated Condensed Statements of Comprehensive Income, (iv) the Consolidated Condensed Statements of Cash Flows, and (v) Notes to Consolidated Condensed Financial Statements

*: Represents management contract or compensatory plan

Exhibit 10.1

Nonemployee Directors Stock Incentive Program

(Amended and Restated as of May 14, 2013)

Edwards Lifesciences Corporation

Contents

Article 1.	Establishment, Objectives, and Duration	1

Article 2.	Definitions	1

Article 3.	Administration	4

Article 4.	Eligibility and Participation	5

Article 5.	Shares Subject to the Program	5

Article 6.	Stock Options	6

Article 7.	Stock Issuances	9

Article 8.	Restricted Stock	9

Article 9.	Restricted Stock Units	10

Article 10.	Stock Appreciation Rights	11

Article 11.	Automatic Awards to Nonemployee Directors	12

Article 12.	Beneficiary Designation	15

Article 13.	Deferrals	15

Article 14.	Rights of Participants	15

Article 15.	Change in Control	15

Article 16.	Amendment, Modification, and Termination	16

Article 17.	Compliance with Applicable Law and Withholding	16

Article 18.	Indemnification	18

Article 19.	Successors	18

Article 20.	Legal Construction	18

Edwards Lifesciences Corporation

Nonemployee Directors Stock Incentive Program
(amended and restated as of May 14, 2013)

Article 1. Establishment, Objectives, and Duration

1.1. Establishment of the Program. Edwards Lifesciences Corporation, a Delaware corporation (hereinafter referred to as the “Company”), hereby amends and restates the Nonemployee Directors Stock Incentive Program formerly known as the Edwards Lifesciences Corporation Nonemployee Directors and Consultants Stock Incentive Program (hereinafter, as amended and restated, referred to as the “Program”), as set forth in this document, effective as of May 14, 2013. The Program was previously amended and restated in March 2002, November 2002, May 2003, February 19, 2004, March 4, 2005, May 2007, November 13, 2008, February 11, 2010 and November 9, 2011. Prior to the amendment and restatement on March 4, 2005, consultants were eligible to participate in the Program. The Program permits the grant of Nonqualified Stock Options, Stock Issuances, Restricted Stock, Restricted Stock Units and Stock Appreciation Rights.

The Program became effective as of April 1, 2000 (the “Effective Date”) and shall remain in effect as provided in Section 1.3 hereof. The share limitations under the Program reflect the 2-for-1 stock split effected on May 27, 2010.

1.2. Objectives of the Program. The objectives of the Program are to optimize the profitability and growth of the Company through long-term incentives which are consistent with the Company’s goals and which link the personal interests of Participants to those of the Company’s stockholders. The Program is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Participants who make significant contributions to the Company’s success and to allow Participants to share in the success of the Company.

1.3. Duration of the Program. The Program commenced on the Effective Date, as described in Section 1.1 hereof, and shall remain in effect, subject to the right of the Board to amend or terminate the Program at any time pursuant to Article 16 hereof, until all Shares subject to it shall have been purchased or acquired according to the Program’s provisions. However, in no event may an Award be granted under the Program on or after April 1, 2020.

Article 2. Definitions

Whenever used in the Program, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized:

2.1. “Annual Retainer” means the fixed annual fee of a Nonemployee Director in effect on the first day of the year in which such Annual Retainer is payable for services to be rendered as a Nonemployee Director of the Company. The Annual Retainer does not include meeting or chairmanship fees.

2.2. “Award” means, individually or collectively, a grant under this Program of Nonqualified Stock Options, Stock Issuances, Restricted Stock, Restricted Stock Units, or Stock Appreciation Rights.

2.3. “Award Agreement” means an agreement entered into by the Company and each Participant setting forth the terms and provisions applicable to Awards granted under this Program.

2.4. “Board” or “Board of Directors” means the Board of Directors of the Company.

2.5. “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 Exchange Act (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 Exchange Act), 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 2.5(a), 2.5(c), or 2.5(d) of this Section 2.5) 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.

2.6. “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.7. “Committee” means the Compensation and Governance Committee and any successor thereto or any other committee appointed by the Board to administer Awards to Participants, as specified in Article 3 herein.

2.8. “Company” means Edwards Lifesciences Corporation, a Delaware corporation, and any successor thereto as provided in Article 19 herein.

2.9. “Disability” means the inability of the Participant to attend any meetings of the Board or a Committee thereof for a period of twenty-six (26) weeks by reason of a medically determinable physical or mental impairment or the resignation or replacement of the Participant as a member of the Board by reason of such impairment.

2.10. “Effective Date” shall have the meaning ascribed to such term in Section 1.1 hereof.

2.11. “Employee” means an employee of the Company or of a Subsidiary of the Company.

2.12. “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

2.13. “Fair Market Value” means, at any date, the closing sale price on the principal securities exchange on which the Shares are traded on the last previous day on which a sale was reported.

2.14. “Nonemployee Director” means a member of the Company’s Board who is not an Employee of the Company.

2.15. “Nonqualified Stock Option” or “Option” means an option to purchase Shares granted under Article 6 or Article 11 herein and which is not intended to meet the requirements of Code Section 422.

2.16. “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.

2.17. “Participant” means a Nonemployee Director who has been selected to receive an Award or who has outstanding an Award granted under the Program.

2.18. “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock is limited in some way (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion), and the Shares are subject to a substantial risk of forfeiture, as provided in Article 8 herein.

2.19. “Restricted Stock” means an Award granted to a Participant pursuant to Article 8 herein.

2.20. “Restricted Stock Unit ” means an Award granted to a Participant pursuant to Article 9 herein.

2.21. “Shares” means the shares of common stock of the Company.

2.22. “Stock Appreciation Right” means an Award granted to a Participant pursuant to Article 10 herein.

2.23. “Stock Issuance” means an Award granted to a Participant pursuant to Article 7 herein.

2.24. “Subsidiary” means any business, whether or not incorporated, in which the Company beneficially owns, directly or indirectly through another entity or entities, securities or interests representing more than fifty percent (50%) of the combined voting power of the voting securities or voting interests of such business.

Article 3. Administration

3.1. General. The Program shall be administered by the Compensation and Governance Committee of the Board, or by any other Committee appointed by the Board for such purpose. Any Committee administering the Program shall be comprised entirely of directors. The members of the Committee shall be appointed in accordance with the bylaws of the Company and the charter of such Committee. Members of the Committee may participate in the Program. The Committee shall have the authority to delegate administrative duties to officers, Employees, or directors of the Company; provided that the Committee shall not be able to delegate its authority with respect to granting Awards.

3.2. Authority of the Committee. Except as limited by law or by the Certificate of Incorporation or Bylaws of the Company, and subject to the provisions of the Program, the Committee shall have the authority to: (a) interpret the provisions of the Program, and prescribe, amend, and rescind rules and procedures relating to the Program; (b) grant Awards under the Program, in such forms and amounts and subject to such terms and conditions as it deems

appropriate, including, without limitation, Awards which are made in combination with or in tandem with other Awards (whether or not contemporaneously granted) or compensation or in lieu of current or deferred compensation; (c) subject to Article 16, modify the terms of, cancel and reissue, or repurchase outstanding Awards; (d) prescribe the form of agreement, certificate or other instrument evidencing any Award under the Program; (e) correct any defect or omission and reconcile any inconsistency in the Program or in any Award hereunder; (f) design Awards to satisfy requirements to make such Awards tax-advantaged to Participants in any jurisdiction or for any other reason that the Company desires; and (g) make all other determinations and take all other actions as it deems necessary or desirable for the administration of the Program; provided, however, that except for adjustments made pursuant to Section 5.4, no outstanding Option will be amended or cancelled in connection with any program that is considered a repricing of the Option under the rules of the principal securities exchange on which the Shares are traded without stockholder approval. The determination of the Committee on matters within its authority shall be conclusive and binding on the Company and all other persons. The Committee shall comply with all applicable laws in administering the Plan. If and to the extent permitted by law (and subject to Section 3.1 herein), the Committee may delegate its authority as identified herein.

3.3. Decisions Binding. All determinations and decisions made by the Committee pursuant to the provisions of the Program and all related orders and resolutions of the Board shall be final, conclusive and binding on all persons, including the Company, its stockholders, directors, Participants, and their estates and beneficiaries.

Article 4. Eligibility and Participation

4.1. Eligibility. Persons eligible to participate in this Program shall be all Nonemployee Directors.

4.2. Actual Participation. Subject to the provisions of the Program, the Committee may, from time to time, select from all eligible Nonemployee Directors those to whom Awards shall be granted and shall determine the nature and amount of each Award.

Article 5. Shares Subject to the Program

5.1. Number of Shares Available for Grants. Subject to adjustment as provided in Section 5.4 herein, the number of Shares hereby reserved for delivery to Participants under the Program shall be one million four hundred thousand (1,400,000) Shares. Subject to the restrictions for Nonemployee Directors set forth in Article 11, the Committee shall determine the appropriate methodology for calculating the number of Shares issued pursuant to the Program.

5.2. Type of Shares. Shares issued under the Program in connection with Awards may be authorized and unissued Shares or issued Shares held as treasury Shares.

5.3. Reuse of Shares.

(a) General. In the event of the expiration or termination (by reason of forfeiture, expiration, cancellation, surrender or otherwise) of any Award under the Program, that number of Shares that was subject to the Award but not delivered shall again be available as Awards under the Program.

(b) Restricted Stock. In the event that Shares are delivered under the Program as Restricted Stock and are thereafter forfeited or reacquired by the Company pursuant to rights reserved upon the grant thereof, such forfeited or reacquired Shares shall again be available as Awards under the Program.

(c) Stock Appreciation Rights. Upon exercise of any Stock Appreciation Right, the Share reserve under Section 5.1 shall be reduced by the gross number of Shares as to which such Stock Appreciation Right is exercised.

5.4. Adjustments in Authorized Shares. In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368) or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class of Shares which may be delivered under Section 5.1, in the number and class of and/or price of Shares subject to outstanding Awards granted under the Program and in the number and/or class of Shares subject to Awards to be granted to Nonemployee Directors under Article 11, as shall be determined to be appropriate and equitable by the Board, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Shares subject to any Award shall always be a whole number. In a stock-for-stock acquisition of the Company, the Committee may, in its sole discretion, substitute securities of another issuer for any Shares subject to outstanding Awards.

Article 6. Stock Options

6.1. Grant of Options.

(a) Subject to the terms and provisions of the Program, Options may be granted in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee.

(b) If all or any portion of the exercise price or taxes incurred in connection with the exercise are paid by delivery (or, in the case of payment of taxes, by withholding of Shares) of other Shares of the Company, a Participant’s Options may provide for the grant of replacement Options. All Options under the Program shall be granted in the form of nonqualified stock options as no Option under the Program may be granted in the form of an incentive stock option as defined under the provisions of Code Section 422.

6.2. Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, and such other provisions as the Committee shall determine.

6.3. Option Price. The Option Price for each grant of an Option under this Program shall be at least equal to one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted.

6.4. Duration of Options. Unless the Committee determines otherwise, the term of each Option shall expire on the seventh (7 th ) anniversary date of its grant, subject to such provisions for earlier expiration as the Committee may specify in accordance with Section 6.8 (relating to termination of directorship) or otherwise.

6.5. Exercise of Options. Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant.

6.6. Payment. Options granted under this Article 6 shall be exercised by the delivery of a written notice of exercise (or such other form of notice as the Company may specify) to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, or compliance with such procedures as the Company may establish for notifying the Company, either directly or through an on-line internet transaction with a brokerage firm authorized by the Company to effect such option exercise, of the exercise of the Option for one or more Shares. Exercise of an Option must be accompanied by full payment for the Shares for which the Option is exercised (or a satisfactory “cashless exercise” notice).

The Option Price upon exercise of any Option shall be payable to the Company in full either: (a) in cash or its equivalent; (b) by tendering previously acquired Shares (by either actual delivery or attestation) having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months, or such shorter or longer period, if any, as is necessary to avoid variable accounting treatment); (c) by a cashless exercise as permitted under Federal Reserve Board’s Regulation T, subject to applicable securities law restrictions and such procedures and limitations as

the Company may specify from time to time; (d) by any other means which the Board determines to be consistent with the Program’s purpose and applicable law; or (e) by a combination of two or more of (a) through (d).

Subject to any governing rules or regulations, including cashless exercise procedures, as soon as practicable after receipt of a notification of exercise and full payment (or a satisfactory “cashless exercise” notice), the Company shall cause to be issued and delivered to the Participant, in certificate form or otherwise, evidence of the Shares purchased under the Option(s).

6.7. Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.

6.8. Termination of Directorship. Each Participant’s Option Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s service to the Company as a Nonemployee Director. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant to this Article 6, and may reflect distinctions based on the reasons for termination.

6.9. Nontransferability of Options. Except as otherwise provided in a Participant’s Award Agreement, no Option granted under this Article 6 may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award Agreement, all Options granted to a Participant under this Article 6 shall be exercisable during his or her lifetime only by such Participant.

6.10. Substitution of Cash. Unless otherwise provided in a Participant’s Award Agreement, and notwithstanding any provision in the Program to the contrary (including but not limited to Section 16.3), in the event of a Change in Control in which the Company’s stockholders holding Shares receive consideration other than shares of common stock that are registered under Section 12 of the Exchange Act, the Committee shall have the authority to require that any outstanding Option be surrendered to the Company by a Participant for cancellation by the Company, with the Participant receiving in exchange a cash payment from the Company within ten (10) days of the Change in Control. Such cash payment shall be equal to the number of Shares under Option, multiplied by the excess, if any, of the greater of (i) the highest per Share price offered to stockholders in any transaction whereby the Change in Control takes place, or (ii) the Fair Market Value of a Share on the date the Change in Control occurs, over the Option Price.

Article 7. Stock Issuances

7.1. Stock Issuance Awards. Subject to the terms and provisions of the Program, the Committee may issue Shares as fully vested shares (“Stock Issuances”) in such number and upon such terms as shall be determined by the Committee.

7.2. Consideration. A Stock Issuance may be awarded in consideration for cash, past services rendered to the Company or an affiliate or for such other consideration as determined by the Committee.

Article 8. Restricted Stock

8.1. Restricted Stock Awards. Subject to the terms and provisions of the Program, the Committee may issue Shares subject to retention and transfer restrictions (“Restricted Stock”) as shall be determined by the Committee.

8.2. Restricted Stock Award Agreement. Each Restricted Stock grant shall be evidenced by a Restricted Stock Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock granted, and such other provisions as the Committee shall determine.

8.3. Restriction on Transferability. Except as provided in this Article 8, the Shares of Restricted Stock granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established by the Committee and specified in the Restricted Stock Award Agreement, or upon earlier satisfaction of any other conditions, as specified by the Committee in its sole discretion and set forth in the Restricted Stock Award Agreement. All rights with respect to the Restricted Stock granted to a Participant under the Program shall be available during his or her lifetime only to such Participant.

8.4. Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to the Program as it may deem advisable including, without limitation, any or all of the following:

(a) A required period of service with the Company, as determined by the Committee, prior to the vesting of Shares of Restricted Stock.

(b) A requirement that Participants forfeit (or in the case of Shares sold to a Participant, resell to the Company at his or her cost) all or a part of Shares of Restricted Stock in the event of termination of his or her service as a Nonemployee Director during the Period of Restriction.

(c) A prohibition against such Participants’ dissemination of any secret or confidential information belonging to the Company, or the solicitation by Participants of the Company’s Employees for employment by another entity.

Shares of Restricted Stock awarded pursuant to the Program shall be registered in the name of the Participant and if such Shares are certificated, in the sole discretion of the Committee, such certificate may be deposited in a bank designated by the Committee or with the Company. The Committee may require a stock power endorsed in blank with respect to Shares of Restricted Stock whether or not certificated.

Unless the Committee determines otherwise, Shares of Restricted Stock covered by each Restricted Stock grant made under the Program shall become freely transferable (subject to any restrictions under applicable securities law) by the Participant after the last day of the applicable Period of Restriction.

8.5. Voting Rights. Unless the Committee determines otherwise, Participants holding Shares of Restricted Stock issued hereunder shall be entitled to exercise full voting rights with respect to those Shares during the Period of Restriction.

8.6. Dividends and Other Distributions. Unless the Committee determines otherwise, during the Period of Restriction, Participants holding Shares of Restricted Stock issued hereunder shall be entitled to regular cash dividends paid with respect to such Shares. The Committee may apply any restrictions to the dividends that the Committee deems appropriate.

8.7. Termination of Directorship. Each Restricted Stock Award Agreement shall set forth the extent to which the Participant shall have the right to vest in previously unvested Shares of Restricted Stock following termination of the Participant’s service to the Company as a Nonemployee Director. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock issued pursuant to the Program, and may reflect distinctions based on the reasons for termination.

Article 9. Restricted Stock Units

9.1. Restricted Stock Units Awards. Subject to the terms and conditions of the Program, the Committee may issue restricted stock units (“Restricted Stock Units”) which entitle the Participant to receive the Shares underlying those units following the lapse of specified restrictions (whether based on the achievement of designated performance goals or the satisfaction of specified services or upon the expiration of a designated time period following the vesting of the units).

9.2. Restricted Stock Units Award Agreement. Each Restricted Stock Units award shall be evidenced by a Restricted Stock Units Award Agreement that shall specify the vesting restrictions, the number of Shares subject to the Restricted Stock Units award, and such other provisions as the Committee shall determine.

9.3. Restrictions. The Committee shall impose such other conditions and/or restrictions on the issuance of any Shares under the Restricted Stock Units granted pursuant to the Program as it may deem advisable including, without limitation, any or all of the following:

(a) A required period of service with the Company, as determined by the Committee, prior to the issuance of Shares under the Restricted Stock Units award.

(b) A requirement that the Restricted Stock Units award be forfeited in whole or in part in the event of termination of the Participant’s services as a Nonemployee Director during the vesting period.

Unless the Committee determines otherwise, Shares subject to Restricted Stock Units under the Program shall be freely transferable (subject to any restrictions under applicable securities law) by the Participant after receipt of such shares.

9.4. Stockholder Rights. Participants holding Restricted Stock Units issued hereunder shall not have any rights with respect to Shares subject to the award until the award vests and the Shares are issued hereunder. However, dividend-equivalent units may be paid or credited, either in cash or in actual or phantom Shares, on outstanding Restricted Stock Units awards, subject to such terms and conditions as the Committee may deem appropriate.

9.5. Termination of Directorship. Each Restricted Stock Units Award Agreement shall set forth the extent to which the Participant shall have the right to vest in previously unvested Shares subject to the Restricted Stock Units award following termination of the Participant’s service to the Company as a Nonemployee Director. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Restricted Stock Unit awards issued pursuant to the Program, and may reflect distinctions based on the reasons for termination.

Article 10. Stock Appreciation Rights

10.1. Stock Appreciation Rights Awards. Subject to the terms and conditions of the Program, the Committee may issue a Stock Appreciation Rights award which shall entitle the Participant to receive upon exercise a payment in cash or Shares underlying the exercised award equal to the excess (if any) of (a) the Fair Market Value of the Shares on the date of exercise over (b) the aggregate base price in effect for such Shares. A Stock Appreciation Right

shall become exercisable during such times and subject to such conditions as shall be determined by the Committee, in its sole discretion.

10.2. Stock Appreciation Rights Agreement . Each Stock Appreciation Rights award shall be evidenced by a Stock Appreciation Rights Award Agreement that shall specify the vesting restriction, the number of Shares subject to the award and such additional terms and conditions as the Committee shall determine.

10.3. Base Price. The base price for each grant of a Stock Appreciation Right under this Program shall be at least equal to one hundred percent (100%) of the Fair Market Value of a Share on the date the award is granted.

10.4. Nontransferability of Stock Appreciation Rights. Except as otherwise provided in a Participant’s Award Agreement, no Stock Appreciation Right granted under this Article 10 may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award Agreement, all Stock Appreciation Rights granted to a Participant under this Article 10 shall be exercisable during his or her lifetime only by such Participant.

Article 11. Automatic Awards to Nonemployee Directors

11.1. Initial Awards.

(a) Subject to the terms and provisions of the Program, each Nonemployee Director who is first elected to the Board shall be granted, on the date of such election, (i) Restricted Stock Units for the number of Shares determined by dividing two hundred thousand dollars ($200,000) by the Fair Market Value per Share on such date, or (ii) Options for the number of Shares determined by dividing two hundred thousand dollars ($200,000) by the fair value of an Option as estimated on the date of grant under a valuation model approved by the Financial Accounting Standards Board (“FASB”) for purposes of the Company’s financial statements under FAS 123 (or any successor provision), and for both (i) and (ii) rounding up to the nearest whole Share; provided, however, that in no event shall such number exceed ten thousand (10,000) shares.

(b) Each Initial Award shall vest in a series of three (3) successive equal annual installments upon the Participant’s completion of each year of Board service over the three (3)-year period measured from the grant date (or such longer period as determined by the Committee).

(c) Notwithstanding any other provision of the Program to the contrary, the Shares acquired under an Initial Award granted after May 14, 2013 (net of any Shares sold to cover the exercise price and applicable taxes due in connection with the exercise or settlement of

the award) may not be sold, transferred or otherwise disposed of prior to the Participant’s cessation of Board service.

(d) All additional terms of an Initial Award will be as set forth in Section 9, herein, or as set forth in the specific Award Agreement governing such award. Each Initial Award shall become fully-vested in the event of the Participant’s death or Disability.

11.2. Annual Awards.

(a) Unless otherwise determined by the Committee, each Nonemployee Director shall receive annually, effective as of the day following each annual meeting of the Company’s stockholders an award as follows:

(i) An Option for up to twenty thousand (20,000) Shares, or

(ii) A Restricted Stock Units award for up to eight thousand (8,000) Shares, or

(iii) A combination of an Option and Restricted Stock Units award, provided that in no event may the total value of the Option and Restricted Stock Units award subject to such combined award exceed two hundred thousand dollars ($200,000). The Committee shall have the sole discretion to determine the amount and type of award for each year within the foregoing limitations. For such purposes, the value of the Annual Award shall be calculated as follows: (A) the value of an Option shall be equal to the fair value of an option share as estimated on the date of grant under a valuation model approved by FASB for purposes of the Company’s financial statements under FAS 123 (or any successor provision); and (B) the value of a Restricted Stock Unit shall be equal to the Fair Market Value of the Share on the award date.

(b) Each Annual Award granted prior to 2012 shall vest in a series of three (3) successive equal annual installments upon the Participant’s completion of each year of Board service over the three (3)-year period measured from the award date (or such longer period as determined by the Committee). Each Annual Award granted after 2011 shall vest upon the Participant’s completion of one (1) year of Board service measured from the award date (or such longer period as determined by the Committee). Each Annual Award shall become fully vested in the event of the Participant’s death or Disability.

(c) Notwithstanding any other provision of the Program to the contrary, the Shares acquired under an Annual Award granted after 2011 (net of any Shares sold to cover the exercise price and applicable taxes due in connection with the exercise or settlement of the award) may not be

sold, transferred or otherwise disposed of prior to the Participant’s cessation of Board service.

(d) All additional terms of an Annual Award will be as set forth in Articles 6 and 9 herein, or as set forth in the specific Award Agreement governing such award.

11.3. Annual Retainer Election.

(a) Subject to the terms and provisions of the Program and any other restrictions set out by the Committee in its sole discretion, the Committee may permit each Nonemployee Director to elect to receive all or a portion of his or her Annual Retainer in the form of Options or Stock Issuances to be issued as of the first day on which such Annual Retainer is otherwise due and payable (the “Conversion Date”) and using the Fair Market Value of a Share as of the Conversion Date as the Option Price of the Options.

(b) If conversion elections are permitted by the Committee, each irrevocable election shall be made in accordance with such rules as the Committee may determine in its sole discretion which shall be consistent with the requirements of Code Section 409A and the Treasury Regulations and rulings promulgated thereunder. Except as may otherwise be determined by the Committee, in the event of a Participant’s election to receive an Option in lieu of his Annual Retainer, the number of shares subject to the Option shall be determined by dividing that portion of the Annual Retainer to be paid in the form of the Option by the Fair Market Value of a Share on the Conversion Date and multiplying the quotient by four (4). In the event of a Participant’s election to receive Shares in lieu of an Annual Retainer, the number of such Shares shall be determined by dividing that portion of the Annual Retainer to be paid in the form of Shares by the Fair Market Value of a Share on the Conversion Date. In the event the preceding formula would result in a fractional Share being issued or subject to an Option, the number of Shares subject to the issuance or Option shall be rounded up to the nearest whole Share.

(c) Any portion of a Nonemployee Director’s Annual Retainer for which an election has not been made pursuant to this Section 11.3, shall be paid in cash to such Nonemployee Director at such time or times as payments thereof are customarily made by the Company.

(d) All additional terms of an Award received as a result of the election described herein will be as set-forth in Sections 6 and 7, herein, or as set forth in the specific Award Agreement governing such Award.

Article 12. Beneficiary Designation

Each Participant under the Program may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Program is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

Article 13. Deferrals

The Committee may permit or require a Participant to defer such Participant’s receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant by virtue of the exercise of an Option, or Stock Appreciation Right or under a Restricted Stock Unit Award. If any such deferral election is required or permitted, the Committee shall, in its sole discretion, establish rules and procedures for such payment deferrals which shall be consistent with the requirements of Code Section 409A and the Treasury Regulations and rulings promulgated thereunder.

Article 14. Rights of Participants

14.1. Directorship. Nothing in the Program or any Award Agreement shall interfere with or limit in any way the right of the Company to terminate at any time any Participant’s service to the Company as a Nonemployee Director, nor confer upon any Participant any right to continue in the service of the Company.

14.2. Participation. No Nonemployee Director shall have the right to be selected to receive an Award under this Program, or, having been so selected, to be selected to receive a future Award.

Article 15. Change in Control

Upon the occurrence of a Change in Control and notwithstanding the terms of any Award Agreement, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges:

(a) Any and all Options granted hereunder shall become immediately exercisable, and shall terminate upon the earlier of (i) the third anniversary of the Participant’s date of termination of service or (ii) expiration of the Option term.

(b) Any restriction periods and restrictions imposed on Awards shall lapse.

Article 16. Amendment, Modification, and Termination

16.1. Amendment, Modification, and Termination. Subject to the terms of the Program including Sections 16.2 and 16.3, the Board may at any time and from time to time, alter, amend, suspend or terminate the Program in whole or in part. However, stockholder approval shall be required for any amendment of the Program that (a) materially increases the number of Shares available for issuance under the Program (other than pursuant to Article 5.4), (b) expands the type of awards available under the Program, (c) materially expands the class of participants eligible to receive Awards under the Program, (d) materially extends the term of the Program, (e) materially changes the method of determining the Option Price under the Program or (f) deletes or limits any provision of the Program prohibiting the repricing of Options. The Committee may amend Awards previously granted under the Program.

16.2. Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 5.4 hereof) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Program.

16.3. Awards Previously Granted. Notwithstanding any provision of the Program or of any Award Agreement to the contrary (but subject to Section 6.10), no termination, amendment, or modification of the Program or amendment of an Award previously granted under the Program shall adversely affect in any material way any Award previously granted under the Program, without the express consent of the Participant holding such Award.

Article 17. Compliance with Applicable Law and Withholding

17.1. General. The granting of Awards and the issuance of Shares under the Program shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding anything to the contrary in the Program or any Award Agreement, the following shall apply:

(a) The Company shall have no obligation to issue any Shares under the Program if such issuance would violate any applicable law or any applicable regulation or requirement of any securities exchange or similar entity.

(b) Prior to the issuance of any Shares under the Program, the Company may require a written statement that the recipient is acquiring the

Shares for investment and not for the purpose or with the intention of distributing the Shares and that the recipient will not dispose of them in violation of the registration requirements of the Securities Act of 1933.

(c) With respect to any Participant who is subject to Section 16(a) of the Exchange Act, the Committee may, at any time, add such conditions and limitations to Award or payment under the Program or implement procedures for the administration of the Program which it deems necessary or desirable to comply with the requirements of Rule 16b-3 of the Exchange Act.

(d) If, at any time, the Company, determines that the listing, registration, or qualification (or any updating of any such document) of any Award, or the Shares issuable pursuant thereto, is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, any Award, the issuance of Shares pursuant to any Award, or the removal of any restrictions imposed on Shares subject to an Award, such Award shall not be granted and the Shares shall not be issued or such restrictions shall not be removed, as the case may be, in whole or in part, unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

17.2. Securities Law Compliance. Transactions under this Program are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any provision of the Program or action by the Committee or the Board fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Board.

17.3. Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, domestic and foreign taxes, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Program.

17.4. Share Withholding. Awards payable in Shares may provide that with respect to withholding required upon any taxable event arising thereunder, Participants may elect to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares to satisfy their withholding tax obligations; provided that Participants may only elect to have Shares withheld having a Fair Market Value on the date the tax is to be determined equal to or less than the minimum withholding tax which could be imposed on the transaction. All elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations, including prior Committee approval, that the Committee, in its sole discretion, deems appropriate.

Article 18. Indemnification

Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Program and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

Article 19. Successors

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

Article 20. Legal Construction

20.1. Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

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

20.3. Governing Law. To the extent not preempted by federal law, the Program, and all Award or other agreements hereunder, shall be construed in accordance with and governed by the laws of the state of Delaware without giving effect to principles of conflicts of laws.

Exhibit 10.2

PARTICIPANT STOCK OPTION STATEMENT

Participant :

Date of Grant:				Option Price:

Date of Expiration:				Number of Shares Covered:

Vesting Schedule

This certifies that on , Edwards Lifesciences Corporation granted to the Participant shown above a Nonqualified Stock Option to purchase shares of its common stock as indicated above upon the terms and conditions of the Nonemployee Directors Stock Incentive Program and the attached Nonqualified Stock Option Award Agreement (the “Award Agreement”). The Award Agreement imposes additional limitations on the Participant’s rights under the Option and provides for early termination of the Option (before the Expiration Date set forth above) in the event of termination of the Participant’s Directorship.

Edwards Lifesciences Corporation

By

Michael A. Mussallem Chairman and Chief Executive Office

Edwards Lifesciences Corporation
Nonemployee Directors Stock Incentive Program—Nonqualified Stock Option Award Agreement

THIS AGREEMENT, in conjunction with the Participant Stock Option Statement attached to the front of this agreement (the “Statement”) effective as of the Date of Grant set forth on the Statement, represents the grant of a nonqualified stock option (the “Option”) by Edwards Lifesciences Corporation, a Delaware corporation (the “Company”), to the Participant named on the Statement, pursuant to the provisions of the Nonemployee Directors Stock Incentive Program (the “Program”). This agreement and the Statement shall be considered one agreement and are referred to herein as the “Agreement.”

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

1. Grant of Stock Option . The Company hereby grants to the Participant an Option to purchase the number of Shares set forth on the Statement, at the stated Option Price set forth on the Statement, which is one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant, in the manner and subject to the terms and conditions of the Program and this Agreement.

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

2. Exercise of Stock Option . Except as may otherwise be provided in Sections 3 and 4 below, the Participant may only exercise this Option according to the vesting schedule set forth on the Statement, provided that no exercise may occur subsequent to the close of business on the Date of Expiration (as set forth on the Statement).

The number of Shares for which this Option becomes vested and exercisable pursuant to this Section 2 shall be rounded up to the next whole number in the event that the use of the percentages set forth on the Statement results in the Option being exercisable with respect to a fractional Share. In addition, the Option may be exercised in whole or in part, but not for less than fifty (50) Shares at any one time, unless fewer than fifty (50) Shares then remain subject to the Option, and the Option is then being exercised as to all such remaining Shares.

3. Termination of Directorship :

(a) By Death or Disability : All unvested Shares under this Option shall immediately vest and become exercisable as of the Participant’s date of termination of service by death or Disability. Shares under this Option that vest and become exercisable in accordance with this Section 3(a) or that are already vested and exercisable as of the Participant’s date of termination by reason of death or Disability, may be purchased only until the earlier of: (i) the Date of Expiration of this Option; or (ii) the third (3 rd ) anniversary of the Participant’s date of termination by reason of death or Disability.

(b) For Other Reasons : Unless determined otherwise by the Committee or its designee in their sole discretion, all unvested Shares under this Option shall immediately terminate and be forfeited to the Company as of the date of the Participant’s termination of service for any reason other than the reasons set forth in Section 3(a) above. Shares under this Option that are vested and exercisable as of the date of a termination of service for any reason other than those reasons set forth in Section 3(a) above may be purchased until the earlier of: (i) the Date of Expiration of this Option; or (ii) the third (3 rd ) anniversary of the Participant’s date termination of service.

4. Change in Control . Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control of the Company prior to the Participant’s termination of service for any reason, all Shares under this Option shall immediately vest and become exercisable in full.

5. Restrictions on Transfer . This Option may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, this Option shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s legal representative. In the event this Option was granted as an Initial Award or an Annual Award, pursuant to Section 11.1 or Section 11.2, respectively, of the Program, the Shares under this Option (net of any Shares sold to cover the exercise price and applicable taxes due in connection with the exercise or settlement of the award) may not be sold, transferred or otherwise disposed of prior to the Participant’s cessation of Board service.

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

7. Procedure for Exercise of Option . This Option may be exercised by delivery of written notice (or such other form of notice as the Company may specify) to the Company at its executive offices, addressed to the attention of its Secretary or the Company’s designee. Such notice: (a) shall be signed by the Participant or his or her legal representative (or assented to in a form other than written signature if and to the extent that the Company specifies); (b) shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) if a Registration Statement under the Securities Act of 1933 is not in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased (or a satisfactory “cashless exercise” notice).

The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); (b) by tendering previously acquired Shares (by either actual delivery or attestation) having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months, or a shorter or longer period, if any, as is necessary to avoid variable accounting for the Option); (c) by a “cashless exercise” to the extent permitted under Federal Reserve Board’s Regulation T and other applicable law, and subject to such procedures and limitations as the Company may specify from time to time; (d) by any other means which the Committee determines to

be consistent with the Program’s purpose and applicable law; or (e) by a combination of two or more of (a) through (d).

As promptly as practicable after receipt of notice and payment upon exercise (or satisfactory “cashless exercise” notice) and subject to any Company “cashless exercise” procedures, the Company shall cause to be issued and delivered to the Participant in certificate form or otherwise, evidence of the Shares so purchased, which may, if appropriate, be endorsed with or otherwise include appropriate restrictive legends. The Company shall maintain a record of all information pertaining to the Participant’s rights under this Agreement, including the number of Shares for which the Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

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

9. Rights as a Stockholder . The Participant shall have no rights as a stockholder of the Company with respect to the Shares subject to this Agreement until such time as the purchase price has been paid, and the Shares have been issued and delivered to him or her.

10. Continuation of Service . This Agreement shall not confer upon the Participant any right to continue providing services to the Company or to be nominated to the Board, nor shall this Agreement interfere in any way with the Company’s right to terminate the Participant’s service at any time.

11. Miscellaneous .

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

(b) The Board may terminate, amend, or modify the Program and the Committee may amend or modify this Option at any time; provided, however, that except for the Company’s right to cash out this Option under certain circumstances pursuant to Section 6.10 of the Program, no such termination, amendment, or modification of the Program or amendment of this Option may in any material way adversely affect the Participant’s rights under this Agreement, without the express consent of the Participant.

(c) The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy all federal, state, local and foreign taxes required by law or regulations to be withheld with respect to any exercise of the Participant’s rights under this Agreement.

The Participant may elect, subject to any procedural rules adopted by the Committee, to satisfy the minimum withholding requirement, in whole or in part, by having the Company withhold Shares having an aggregate Fair Market Value on the date the tax is to be determined, equal to or less than the minimum amount required to be withheld.

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

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

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

(g) To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

Accepted and agreed:

Company:			Director:
Edwards Lifesciences Corporation

By:

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Exhibit 31.1

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

CERTIFICATION

I, Michael A. Mussallem, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Edwards Lifesciences Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 6, 2013		By:		/s/ MICHAEL A. MUSSALLEM Michael A. Mussallem Chairman of the Board and Chief Executive Officer

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Exhibit 31.1

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Exhibit 31.2

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

CERTIFICATION

I, Thomas M. Abate, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Edwards Lifesciences Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 6, 2013		By:		/s/ THOMAS M. ABATE Thomas M. Abate Corporate Vice President, Chief Financial Officer (Chief Accounting Officer)

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Exhibit 31.2

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Exhibit 32

EDWARDS LIFESCIENCES CORPORATION
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Edwards Lifesciences Corporation (the "Company") on Form 10-Q for the period ended June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Michael A. Mussallem, Chairman of the Board and Chief Executive Officer of the Company, and Thomas M. Abate, Corporate Vice President, Chief Financial Officer, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


August 6, 2013				/s/ MICHAEL A. MUSSALLEM Michael A. Mussallem Chairman of the Board and Chief Executive Officer
August 6, 2013				/s/ THOMAS M. ABATE Thomas M. Abate Corporate Vice President, Chief Financial Officer (Chief Accounting Officer)

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Exhibit 32