EWEdwards Lifesciences
Edwards Lifesciences Corporation is the leading global structural heart innovation company, driven by a passion to improve patient lives. 10-K, Item 1
- Employees
- 16,000
- Headquarters
- Irvine, CA
- CEO
- Bernard J. Zovighian
- Next results
- around Feb 9, 2027
11 new paragraphs in the 10-K, 30 new in the latest 10-Q
Paragraphs with nothing like them in last year's 10-K
11 paragraphs in Risk Factors of the 10-K filed Feb 25, 2026 with nothing like them in the 10-K filed Feb 28, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 59 Health care companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
•Use of, or failure to effectively and timely utilize, emerging technologies, including artificial intelligence (“AI”)
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•Reduced access and demand for our products as a result of, and compliance with, health care legislation and other government regulations
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Our use of, or our failure to effectively and timely utilize, emerging technologies, including AI, could adversely impact our business and financial results.
Similar paragraph at 1 of 59 other Health care companies: CRLWe use AI and other emerging technologies in various facets of our operations and our business. The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain. The rapid advancement of these technologies entails risks, including potential deficiencies in AI-generated information and increased regulatory, cybersecurity, privacy, intellectual property and data-related risks. Another risk may arise if we are unable to timely utilize AI for technological innovation and business operation efficiency in a manner that is faster and more effective than our competitors. In addition, compliance with new or changing laws, regulations or industry standards relating to AI may impose significant costs on us and limit our ability to effectively develop, deploy or use AI technologies. Furthermore, if we are unable to effectively manage the use of AI technologies by our employees and service providers, our confidential information, intellectual property and reputation could be put at risk. Failure to appropriately respond to this evolving landscape may result in reputational, competitive and business harm as well as litigation and regulatory action and fines, penalties and expenses related thereto.
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We may be adversely impacted by global economic, political and social conditions.
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•global regulations including those related to health care, labor and environmental, social and governance; military conflict, political unrest, or wars;
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Show the other 3
Additionally, the U.S. Department of Commerce recently initiated an investigation under Section 232 of the Trade Expansion Act of 1962, as amended, into (among other things) imports of personal protective equipment, medical consumables and medical equipment (including devices), to determine whether they threaten U.S. national security, which further creates policy uncertainty in terms of tariffs. The current tariff environment is dynamic, as the U.S. government has imposed, modified and paused tariffs multiple times since the beginning of 2025. Changes to tariffs and other trade restrictions can be announced at any time with little or no notice. We cannot predict with certainty the future trade policy of the U.S. or other countries. We are monitoring recent judicial developments and executive branch responses related to U.S. tariffs; however, the impact, if any, cannot be reasonably estimated at this time. Tariffs may cause (i) increases in manufacturing costs, (ii) disruptions or delays to our supply chain, (iii) limitations on our ability to sell our products domestically or abroad, and (iv) reductions in sales volumes and gross
margins for our products, any of which could negatively affect our business, financial condition, and results of operations. The ultimate impact of any existing or new tariffs or other changes in international trade policies on our business, financial condition, results of operations and cash flows is subject to a number of factors, including, but not limited to, the duration of such tariffs, changes in tariff rates, the amount, scope and nature of the tariffs, the results of the Section 232 investigation referenced above, any countermeasures that target countries may take or any mitigating actions that may become available.
Similar paragraph at 1 of 59 other Health care companies: BDXRead in the 10-K ↗
Health care legislation and other regulations may adversely impact access to and demand for our products.
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We are subject to litigation, investigations, and other legal proceedings relating to our products, customers, competitors, and government regulators that could materially adversely affect our financial condition, divert management’s attention, and harm our business.
We are, and may become, subject to various legal proceedings, investigations and claims that arise in or outside the ordinary course of business. The outcome of these legal proceedings cannot be predicted with certainty. We purchase and maintain business insurance for certain liabilities; however, we cannot determine whether our existing business insurance program would be sufficient to cover the costs or potential losses related to our lawsuits and legal proceedings or otherwise be excluded under the terms of any insurance policy. Regardless of merit, litigation may be time-consuming and disruptive to our operations and cause significant legal costs (including settlements, judgments, legal fees and other related defense costs) and diversion of management attention. We could also be subject to governmental investigations in connection with some of these claims. If we do not prevail in these legal proceedings, we may be faced with significant monetary damages or injunctive relief against us that could have a material adverse effect on our business, financial condition, or results of operations. In addition, even if we believe that we have meritorious defenses, from time to time, we engage in settlement discussions and mediation and consider settlements taking into account various factors including, among other things, developments in such legal proceedings and the resulting risks and uncertainties.
Similar paragraph at 1 of 59 other Health care companies: ISRGRead in the 10-K ↗
Paragraphs in the 10-Q filed Nov 4, 2026 that were not in the one before
30 paragraphs in the 10-Q filed Nov 4, 2026 with nothing like them in the 10-Q filed Aug 4, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Adjustments to reconcile net income to net cash provided by operating activities:
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Gain on remeasurement of previously held interest upon business combinations (Note 7) (85.1) —
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Payment for working capital adjustment for sale of product group (Note 4) — (36.3)
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Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash 1.6 (48.3)
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In September 2026, the Company revised the development plan for a certain in-process research and development (“IPR&D”) asset and ceased pursuing the development project for which the asset was originally intended. Although certain aspects of the underlying technology may inform or be incorporated into future research and development activities, specific plans are still under development, and the original IPR&D asset is no longer expected to generate future economic benefit. Accordingly, the Company recorded a $ 218.4 million charge related to the full impairment of the IPR&D asset. In August 2025, the Company recorded a $ 40.0 million charge related to the full impairment of a developed technology asset due to management’s determination that the asset was no longer expected to generate future economic benefit. The impairment charges were recognized in Impairment of intangible and long-lived assets within operating income on the condensed consolidated statements of operations during the three and nine months ended September 30, 2026 and 2025.
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Show the other 25
During the three and nine months ended September 30, 2026, the Company recorded $ 8.7 million related to the termination of certain contracts associated with the Company's acquisitions within Restructuring charges, separation costs, and other.
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September 30, 2026. Acquisition-related costs were not material and were recorded in Selling, general, and administrative expenses during the nine months ended September 30, 2026.
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consolidated statements of cash flows, and cash flows from all other derivative financial instruments are reported as operating activities.
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In September 2026, the Centers for Medicare & Medicaid Services issued an updated National Coverage Determination for TAVR, expanding Medicare coverage to certain asymptomatic severe aortic stenosis patients and reducing prior coverage restrictions for symptomatic patients.
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In August and September 2026, we received CE Mark and FDA approval, respectively, for EVOQUE for trans-jugular access, enabling patients with complex femoral access to benefit from the EVOQUE procedure.
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In September 2026, we received FDA approval for the PASCAL Ace with Capture Clarity System, making it the first TEER device to deliver real-time indication of leaflet capture.
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We recognized an expense of $2.0 million related to severance associated with realignment initiatives and $8.7 million related to the termination of certain contracts associated with our acquisitions during the three and nine months ended September 30, 2026. We recognized expenses of $0.1 million and $8.5 million during the three and nine months ended September 30, 2025, respectively, primarily related to costs incurred for professional advisory services associated with the sale of Critical Care.
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Intangible and long-lived assets impairment charges of $220.2 million during the three and nine months ended September 30, 2026 were primarily related to the full impairment of a certain in-process research and development asset. Intangible assets impairment charge of $40.0 million during the three and nine months ended September 30, 2025 related to the full impairment of a certain developed technology asset.
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Consolidated Cash Flows - For the nine months ended September 30, 2026 and 2025:
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Other information
On November 3, 2026, the Compensation and Governance Committee of the Company’s Board of Directors (the “Committee”) approved the Edwards Lifesciences Corporation Executive Severance Plan (the “Severance Plan”) and approved the participation in the Severance Plan of each Corporate Vice President or more senior officer of the Company (including all of the Company’s named executive officers currently employed with the Company). As to each eligible executive who was previously covered by a Change-in-Control Severance Agreement with the Company (each, a “CIC Agreement”), the executive’s participation in the Severance Plan was conditioned on the
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executive’s agreement to terminate the executive’s CIC Agreement, and all of the Company’s CIC Agreements with eligible executives will be so terminated as executives accept participation in the Severance Plan.
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The Severance Plan provides for certain severance benefits if a participant’s employment with the Company and its subsidiaries is terminated by the participant’s employer other than for “Cause” (as defined in the Severance Plan) or by the participant for “Good Reason” (as defined in the Severance Plan).
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If such a termination of a participant’s employment occurs, and the participant timely provides the Company with a general release of claims, the participant will receive the following benefits:
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• a pro-rated target annual incentive for the year in which such termination of employment occurred;
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• a lump sum severance benefit equal to the sum of (a) the participant’s annual base salary rate multiplied by the participant’s Severance Multiplier, plus (b) the participant’s target annual incentive amount under the bonus plan in which he or she participates multiplied by the participant’s Severance Multiplier; and
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• payment or reimbursement of the participant’s premiums to continue healthcare coverage under COBRA for a number of months up to 12 months multiplied by the participant’s Severance Multiplier.
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However, if such a termination of a participant’s employment occurs in the period of time (1) commencing on the earlier of six months before a Change in Control (as such term is defined in the Severance Plan) of the Company or the date a definitive agreement is entered into by the Company for a transaction that results in such a Change in Control (but not more than 18 months before such a Change in Control) and (2) ending 24 months after such a Change in Control, and provided the participant timely provides the Company with a general release of claims, the participant will receive the following benefits instead of the benefits described in the preceding paragraph:
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• a pro-rated target annual incentive for the year in which such termination of employment occurred;
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• a lump sum severance benefit equal to (a) the sum of the participant’s annual base salary rate (at the highest rate in effect with the Company in the preceding 12 months) plus the participant’s target annual incentive amount under the bonus plan in which he or she participates (or, if greater, the participant’s actual annual incentive amount for the preceding fiscal year under the bonus plan in which he or she participates), multiplied by (b) the participant’s Change in Control Severance Multiplier;
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• payment or reimbursement of the participant’s premiums to continue healthcare coverage under COBRA for a number of months up to 12 months multiplied by the participant’s Change in Control Severance Multiplier;
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• all long-term incentive awards granted by the Company to the participant that are outstanding and unvested immediately prior to such termination of the participant’s employment shall become fully-vested, provided that any long-term incentive award which includes performance-based (in addition to time-based) vesting requirements may include specific provisions regarding a termination of employment in connection with a Change in Control or similar event and, in such event, such specific provisions applicable to the award will control.
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As to the Company’s Chief Executive Officer, Chief Financial Officer, and its other named executive officers who are still employed with the Company, the applicable severance multipliers are as follows: for Bernard J. Zovighian, the Company’s Chief Executive Officer, his Severance Multiplier is 2.0 and his Change in Control Severance Multiplier is 3.0; for Doretta Mistras, the Company’s Corporate Vice President, Chief Financial Officer, and for each of the Company’s other named executive officers participating in the Severance Plan (other than Mr. Bobo), their Severance Multiplier is 1.0 and their Change in Control Severance Multiplier is 2.0; for Donald E. Bobo, Jr., the Company’s Corporate Vice President, Strategy & Corporate Development, his Severance Multiplier is 1.37 (set higher than the Severance Multiplier for other named executive officers generally because of the level of severance benefits that would apply to him under the Company’s general severance policy based on his years of service to the Company, and provided that his Severance Multiplier for purposes of calculating the target annual
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incentive component of his lump sum severance benefit is 1.0) and his Change in Control Severance Multiplier is 2.0.
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The Severance Plan does not include a tax “gross-up” provision. Instead, if any payment or benefit received by a participant in the Severance Plan in connection with a change in control of the Company would have been subject to excise taxes under Section 280G of the Internal Revenue Code, such payments and benefits will either be reduced (but not below zero) as necessary to avoid the participant incurring any such excise tax or be paid in full (with the participant paying any excise tax due), whichever places the participant in the best after-tax position (taking into account federal, state and local income taxes and the excise tax).
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The Severance Plan has an initial three-year term set to expire on November 3, 2029; provided (1) on November 3, 2028 and each anniversary of that date, the term of the Severance Plan will be extended for an additional year unless the Company has provided notice to the Plan participants that the term will not be extended (or further extended, as the case may be), and (2) if a Change in Control occurs during the term of the Severance Plan then in effect, the term of the plan will not terminate earlier than the second anniversary of such Change in Control. The Committee may amend the Severance Plan at any time, but no amendment may materially and adversely affect the rights of a participant without the participant’s consent.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 4, 2026 against Item 1A of the 10-K filed Feb 25, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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A description of the risk factors associated with our business is contained in the “Risk Factors” section of our Annual Report on Form 10-K for our fiscal year ended December 31, 2025. There have been no material changes to our Risk Factors as previously reported.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
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