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Edwards Lifesciences Corp

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 4, 2026

EW$102.14+1.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-04.

0001099800-26-000043

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

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-04.

0001099800-26-000054

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 82 previous paragraphs and 93 current paragraphs.

52 unchanged; 29 reworded; 11 added; 1 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

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.

Current report

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.

Current report

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.

Current report

In October 2026, we received FDA approval for the PASCAL Precision Systemfor tricuspid valve repair to support patients with symptomatic severe tricuspid regurgitation.

Current report

In October 2026, we received FDA approval for AUTUS Size-Adjustable Valve, a surgical pulmonary valve designed specifically for pediatric patients with congenital heart disease who require pulmonary valve replacement.

Current report

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.

Current report

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.

Current report

We believe that the adjustments reflected in the RAR significantly overstate our potential tax liability because Exam did not take into account applicable correlative adjustments, related offsetting deductions, and the reconciliation of mutually exclusive adjustments. Because the proposed transfer pricing penalties are based on tax liabilities the Company believes are overstated, the proposed penalties are likewise overstated. We intend to pursue all available remedies with respect to any unagreed issues, including administrative appeals and, if necessary, litigation, a process that could extend over several years. We believe that the amounts previously accrued related to these uncertain tax positions are adequate and, accordingly, have not recorded any additional amounts. However, an adverse outcome could have a material adverse impact on our consolidated financial statements in the period of resolution.
Removed paragraphs (1)
Reworded paragraphs (29)

Previous wording

Our net sales for the first six months of 2026 were $3.4 billion, representing an increase of $444.7 million compared to the first six months of 2025, driven primarily by sales of our TAVR and TMTT products.

Current wording

Our net sales for the first nine months of 2026 were $5.1 billion, representing an increase of $607.1 million compared to the first nine months of 2025, driven primarily by sales of our TAVR and TMTT products.

Previous wording

Our gross profit increased in the six months ended June 30, 2026, driven primarily by our sales growth. Gross profit as a percentage of sales decreased primarily due to the impact from foreign currency rate fluctuations partially offset by lower manufacturing expenses. The decrease in our diluted earnings per share in the six months ended June 30, 2026, was driven by an increase in our tax expense partially offset by our aforementioned operational performance.

Current wording

Our gross profit increased in the nine months ended September 30, 2026, driven primarily by our sales growth. Gross profit as a percentage of sales was consistent with the same period last year. The decrease in our diluted earnings per share in the nine months ended September 30, 2026, was driven primarily by an increase in our tax expense and certain impairment charges, partially offset by our aforementioned operational performance.

Previous wording

Net sales of TAVR products increased for the three and six months ended June 30, 2026, driven by higher sales of the Edwards SAPIEN platform in 2026, primarily due to higher sales of the Edwards SAPIEN 3 Ultra RESILIA valve in the United States, Europe, and Japan. In addition, during the three and six months ended June 30, 2026, foreign currency exchange rate fluctuations increased net sales outside of the United States by $8.4 million and $40.4 million, respectively, primarily due to the strengthening of the Euro against the United States dollar.

Current wording

Net sales of TAVR products increased for the three and nine months ended September 30, 2026, driven by higher sales of the Edwards SAPIEN platform in 2026, primarily due to the Edwards SAPIEN 3 Ultra RESILIA valve in the United States, Europe, and Japan. In addition, foreign currency exchange rate fluctuations increased net sales by $32.5 million during the nine months ended September 30, 2026, primarily due to strengthening of the Euro partially offset by weakening of the Japanese Yen against the United States dollar.

Previous wording

Net sales of TMTT products increased for the three and six months ended June 30, 2026, primarily due to higher sales of our PASCAL transcatheter edge-to-edge repair system, EVOQUE tricuspid valve replacement system, and SAPIEN M3 mitral valve replacement system in the United States and Europe.

Current wording

Net sales of TMTT products increased for the three and nine months ended September 30, 2026, primarily due to higher sales of our PASCAL transcatheter edge-to-edge repair system (“TEER”), EVOQUE tricuspid valve replacement system, and SAPIEN M3 mitral valve replacement system in the United States and Europe.

Previous wording

Net sales of Surgical products increased for the three and six months ended June 30, 2026, primarily due to higher sales of the INSPIRIS RESILIA aortic valve, the MITRIS RESILIA valve, and KONECT RESILIA tissue valved conduit in the United States and Europe.

Current wording

Net sales of Surgical products increased for the three and nine months ended September 30, 2026, primarily due to higher sales of the INSPIRIS RESILIA aortic valve, KONECT RESILIA tissue valved conduit, and the MITRIS RESILIA valve in the United States and Europe.

Previous wording

In May 2026, we received the FDA approval for TRIFORMIS RESILIA, the first-ever surgical tricuspid valve replacement designed specifically for patients with tricuspid valve disease.

Current wording

In May 2026, we received FDA approval for TRIFORMIS RESILIA, the first-ever surgical tricuspid valve replacement designed specifically for patients with tricuspid valve disease.

Previous wording

Our gross profit increased in the three and six months ended June 30, 2026, primarily driven by our sales growth discussed above. The change in gross profit as a percentage of net sales for the three and six months ended June 30, 2026 was primarily driven by a 0.7 percentage point and 0.5 percentage point negative impact, respectively, from foreign currency rate fluctuations, including the settlement of foreign currency hedging contracts, partially offset by lower manufacturing expenses.

Current wording

Our gross profit increased in the three and nine months ended September 30, 2026, primarily driven by our sales growth discussed above. The change in gross profit as a percentage of net sales for the three months ended September 30, 2026 was primarily driven by lower manufacturing expenses and a positive 0.5 percentage point impact from foreign currency rate fluctuations, including the settlement of foreign currency hedging contracts.

Previous wording

SG&A expenses increased for the three and six months ended June 30, 2026, primarily due to higher headcount related expenses and commercial activities to support patient care. Foreign currency exchange rate fluctuations increased expenses by $6.0 million and $20.6 million during the three and six months ended June 30, 2026, respectively, primarily due to the weakening of United States dollar against the Euro.

Current wording

SG&A expenses increased for the three and nine months ended September 30, 2026, primarily due to higher headcount related expenses and commercial activities to support patient care. Foreign currency exchange rate fluctuations increased expenses by $20.4 million primarily due to the weakening of the United States dollar against the Euro during the nine months ended September 30, 2026.

Previous wording

R&D expenses increased for the three and six months ended June 30, 2026, primarily due to increased investments in implantable heart failure management and advanced technology innovation.

Current wording

R&D expenses increased for the three and nine months ended September 30, 2026, primarily due to increased investments in aortic transcatheter valve and mechanical circulatory support system technology, partially offset by lower headcount related expenses and lower investments in transcatheter valve innovations. For the nine months ended September 30, 2026, the increase also included investments in implantable heart failure management and advanced technology innovation.

Previous wording

We incurred certain litigation expenses related to legal proceedings, intellectual property litigation and tax litigation of $6.3 million and $15.5 million during the three months ended June 30, 2026 and 2025, respectively and $43.4 million and $26.4 million during the six months ended June 30, 2026 and 2025, respectively (see Note 12 to the Condensed Consolidated Financial Statements).

Current wording

We recognized a net insurance recovery of $12.7 million and certain litigation expenses of $30.7 million during the three and nine months ended September 30, 2026, respectively, and certain litigation expenses of $90.4 million and $116.8 million during the three and nine months ended September 30, 2025, respectively, related to legal proceedings, intellectual property litigation, tax litigation, and associated insurance recoveries (see Note 12 to the Condensed Consolidated Financial Statements).

Previous wording

Other operating income of $11.0 million and $25.2 million in the three and six months ended June 30, 2026, included income from transition services agreements of $11.5 million and $24.7 million, respectively (see Note 4 to the Condensed Consolidated Financial Statements).

Current wording

Other operating income of $13.3 million and $38.5 million in the three and nine months ended September 30, 2026, included income from transition services agreements of $12.5 million and $37.2 million, respectively (see Note 4 to the Condensed Consolidated Financial Statements).

Previous wording

Interest income, net was $30.0 million and $63.5 million for the three and six months ended June 30, 2026, respectively, and $37.4 million and $73.9 million for the three and six months ended June 30, 2025, respectively. The decrease in interest income was primarily due to a lower average investment balance and lower yield during the three and six months ended June 30, 2026.

Current wording

Interest income, net was $36.5 million and $100.0 million for the three and nine months ended September 30, 2026, respectively, and $38.6 million and $112.5 million for the three and nine months ended September 30, 2025, respectively. The decrease in interest income was primarily due to a lower yield on invested cash balances during the three and nine months ended September 30, 2026.

Previous wording

Loss on impairment of $40.0 million and $163.6 million in the three and six months ended June 30, 2026, respectively, were due to the termination of the option agreement to acquire one of our VIE investments and the carrying amount of another VIE investment not being recoverable (see Note 6 to the Condensed Consolidated Financial Statements).

Current wording

Loss on impairment of $163.6 million during the nine months ended September 30, 2026 related to the termination of the option agreement to acquire one of our VIEs and the carrying amount of another VIE investment not being recoverable, and $47.1 million during the nine months ended September 30, 2025 related to our determination to not exercise an option to acquire one of our VIEs (see Note 6 to the Condensed Consolidated Financial Statements).

Previous wording

Other non-operating income, net was $16.6 million and $88.1 million for the three and six months ended June 30, 2026, respectively. The increase in other non-operating income was driven primarily by a gain from the remeasurement of our previously held interest upon acquisition of Autus and Consolidated VIE (see Note 7 to the Condensed Consolidated Financial Statements).

Current wording

Other non-operating income, net was $27.6 million and $115.7 million for the three and nine months ended September 30, 2026, respectively. The increase in other non-operating income was driven primarily by gains from the remeasurement of our previously held interest upon acquisition of Autus and the Consolidated VIE and an unrealized gain on a marketable equity security investment (see Note 5 and Note 7 to the Condensed Consolidated Financial Statements).

Previous wording

Our effective income tax rate attributable to continuing operations was 53.6% and 16.1% for the three months ended June 30, 2026 and 2025, respectively and 36.4% and 16.1% for the six months ended June 30, 2026 and 2025, respectively. The increase in the effective rate between the six months ended June 30, 2026 and 2025 was primarily dueto (1) a $188.2 million valuation allowance recorded against certain deferred tax assets in the second quarter of 2026 as a result of enactment of California budget legislation on June 29, 2026, which, as noted below, permanently limits the utilization of most business tax credits, including carryovers of research and development tax credits, (2) a decrease in the benefit from foreign earnings taxed at lower rates, and (3) an increase in global minimum tax ("Pillar Two," as noted below), partially offset by (4) an increase in the tax benefit from employee share-based compensation. As a result, the effective tax rate for the six months ended June 30, 2026 was higher than the federal statutory rate of 21.0%. For the six months ended June 30, 2025, the effective tax rate was lower than the federal statutory rate of 21.0% primarily due to (1) foreign earnings taxed at lower rates, (2) United States federal and California research and development credits, and (3) the tax benefit from foreign-derived deduction eligible income.

Current wording

Our effective income tax rate attributable to continuing operations was 17.0% and 16.1% for the three months ended September 30, 2026 and 2025, respectively and 31.2% and 16.1% for the nine months ended September 30, 2026 and 2025, respectively. The increase in the effective rate between the nine months ended September 30, 2026 and 2025 was primarily dueto a $174.4 million valuation allowance recorded against certain deferred tax assets in the second and third quarters of 2026 as a result of enactment of California budget legislation on June 29, 2026, which, as noted below, permanently limits the utilization of most business tax credits, including carryovers of research and development tax credits, partially offset by (1) an increase in the benefit from foreign earnings taxed at lower rates, including a decrease in global minimum tax (“Pillar Two,” as noted below), and (2) an increase in the tax benefit from employee share-based compensation. As a result, the effective tax rate for the nine months ended September 30, 2026 was higher than the federal statutory rate of 21.0%. For the nine months ended September 30, 2025, the effective tax rate was lower than the federal statutory rate of 21.0% primarily due to (1) foreign earnings taxed at lower rates, (2) United States federal and California research and development credits, and (3) the tax benefit from foreign-derived deduction eligible income.

Previous wording

Many countries are implementing some or all of the Organisation for Economic Co-operation and Development’s (“OECD”) Base Erosion and Profit Shifting Pillar Two (“Pillar Two”) rules that impose a global minimum tax of 15.0% on reported profits. Although Pillar Two provides a framework for applying the minimum tax, countries may enact Pillar Two slightly differently than the model rules and on different timelines and may adjust domestic tax incentives in response to Pillar Two. In January 2026, the OECD released its Side-by-Side Safe Harbour package, intended to reduce double taxation and compliance burdens by deeming Pillar Two top-up tax to be zero under the Income Inclusion Rule (“IIR”) and Undertaxed Profits Rule (“UTPR”) for groups headquartered in the United States while preserving application of local Qualified Domestic Minimum Top-up Taxes (“QDMTT”). As countries continue to enact and refine the Pillar Two rules, including jurisdictional enactment of the Side-by-Side Safe Harbour through the course of 2026, we will evaluate the potential effects of Pillar Two on our effective tax rate. In 2026, we expect the Pillar Two provisions to result in additional tax expense of approximately $50.0 million prior to offsets under current law. As countries enact the Side-by-Side Safe Harbour, the Pillar Two UTPR tax expense will be reduced accordingly.

Current wording

Many countries are implementing some or all of the Organisation for Economic Co-operation and Development’s (“OECD”) Base Erosion and Profit Shifting Pillar Two (“Pillar Two”) rules that impose a global minimum tax of 15.0% on reported profits. Although Pillar Two provides a framework for applying the minimum tax, countries may enact Pillar Two slightly differently than the model rules and on different timelines and may adjust domestic tax incentives in response to Pillar Two. In January 2026, the OECD released its Side-by-Side Safe Harbour package, intended to reduce double taxation and compliance burdens by deeming Pillar Two top-up tax to be zero under the Income Inclusion Rule (“IIR”) and Undertaxed Profits Rule (“UTPR”) for groups headquartered in the United States while preserving application of local Qualified Domestic Minimum Top-up Taxes (“QDMTT”). As countries continue to enact and refine the Pillar Two rules, including jurisdictional enactment of the Side-by-Side

Previous wording

In the normal course of business, the Internal Revenue Service (“IRS”) and other taxing authorities are in different stages of examining various years of our tax filings. During these audits, we may receive proposed audit adjustments that could be material. Therefore, there is a possibility that an adverse outcome in these audits could have a material effect on our financial condition and results of operations. We strive to resolve open matters with each tax authority at the examination level and could reach an agreement with a tax authority at any time. While we have accrued for matters we believe are more likely than not to require settlement, the final outcome with a tax authority may result in a tax liability that is materially different from that reflected in the consolidated financial statements. Furthermore, we may later decide to challenge any assessments, if made, and may exercise our right to appeal. The uncertain tax positions are reviewed quarterly and adjusted as events occur that affect potential liabilities for additional taxes, such as lapsing of applicable statutes of limitations, proposed assessments by tax authorities, negotiations between tax authorities, identification of new issues, and issuance of new legislation, regulations, or case law. We believe that adequate amounts of tax and related penalty and interest have been provided for any adjustments that may result from our uncertain tax positions.

Current wording

In the normal course of business, the Internal Revenue Service (“IRS”) and other taxing authorities are in different stages of examining various years of our tax filings. During these audits, we may receive proposed audit adjustments that could be material. Therefore, there is a possibility that an adverse outcome in these audits could have a material effect on our financial condition and results of operations. We strive to resolve open matters with each tax authority at the examination level and could reach an agreement with a tax authority at any time. While we have accrued for matters we believe are more likely than not to require settlement, the final outcome with a tax authority may result in a tax liability that is materially different from that reflected in the consolidated financial statements. Furthermore, we may later decide to challenge any assessments, if made, and may exercise our right to appeal. The uncertain tax positions are reviewed quarterly and adjusted as events occur that affect potential liabilities for additional taxes, such as lapsing of applicable statutes of limitations, proposed assessments by tax authorities, negotiations between tax authorities, identification of new issues, and issuance of new legislation, regulations, or case law. We believe that adequate amounts of tax and related penalties and interest have been provided for any adjustments that may result from our uncertain tax positions.

Previous wording

During the second quarter of 2026, we received two draft Notices of Proposed Adjustment that were issued as final (the “Final NOPAs”) prior to the end of the second quarter. The first of the Final NOPAs relates to certain tax elections made in 2018 and proposes an increase to our U.S. taxable income in the amount of approximately $233.5 million for 2018. The second of the Final NOPAs relates to the transfer pricing of certain intercompany license transactions related to our Surgical and TAVR product groups and proposes increases to our U.S. taxable income for 2018, 2019, and 2020 in the amounts of $625.3 million, $530.7 million, and $683.6 million, respectively. We and the IRS examination function (“Exam”) continue to engage in discussions and have adjusted the audit timeline to accommodate a potential resolution. If we do not reach a resolution with Exam, we expect the IRS to issue another NOPA in the third quarter of 2026 imposing 40% transfer pricing penalties on the tax underpayments attributable to the increased taxable income resulting from the IRS’s proposed transfer pricing adjustments received in the second quarter of 2026. We also anticipate receiving the related Revenue Agent’s Report by the end of the third quarter of 2026. With respect to any unagreed issues, we intend to pursue all available remedies, including administrative appeals and litigation, which could extend over several years. We believe that the amounts previously accrued related to these uncertain tax positions are adequate and, accordingly, no additional amounts have been recorded. However, an adverse outcome could have a material adverse impact to our consolidated financial statements in the period of resolution.

Current wording

During the second quarter of 2026, we received two Notices of Proposed Adjustment (“NOPAs”) for the 2018 through 2020 tax years. The first NOPA relates to certain tax elections made in 2018 and proposes an increase to our U.S. taxable income in the amount of approximately $233.5 million for 2018. The second NOPA relates to the transfer pricing of certain intercompany license transactions related to our Surgical and TAVR product groups and proposes increases to our U.S. taxable income for 2018, 2019, and 2020 in the amounts of $625.3 million, $530.7 million, and $683.6 million, respectively. During the third quarter of 2026, we engaged with the IRS examination function (“Exam”) in a good-faith effort to reach a principled resolution related to the NOPAs but were unsuccessful. As a result, Exam issued a third NOPA imposing 40% transfer pricing penalties on the tax underpayments attributable to the increased taxable income resulting from the IRS’s proposed transfer pricing adjustments for 2018, 2019, and 2020 in the amounts of $52.5 million, $44.6 million, and $55.9 million, respectively. In early October 2026, Exam issued its Revenue Agent Report (“RAR”), which included increases in tax for 2018, 2019, and 2020 in the amounts of $167.0 million, $112.5 million, and $144.5 million, respectively, and a 30-day letter. We requested and received an extension until November 20, 2026, to submit our protest in response to the RAR.

Previous wording

During the first quarter of 2024, we received a notice of assessment from the Israel Tax Authority (the “ITA”) wherein the ITA claimed that we owe approximately $110.0 million of tax excluding interest and penalties in connection with a claimed 2017 transfer of intellectual property. On July 31, 2025, the ITA formally informed us that it was withdrawing its 2017 assessment but reserves the right to evaluate whether intellectual property was transferred in later years. We maintain that we did not transfer intellectual property outside of Israel and would vigorously defend that position through administrative proceedings including with appeals if the issue is raised in later years. If necessary, we expect to defend that position through judicial proceedings. During the fourth quarter of 2024, we received a notice of assessment from the ITA claiming that we owe additional tax of approximately $16.0 million excluding interest and penalties for the 2018 through 2022 tax years based entirely on the collateral impacts of the 2017 assessment. We filed a formal appeal in the first quarter of 2025. In the third quarter of 2025, the ITA agreed that intellectual property was not transferred in 2017 and withdrew its assessment. In the first quarter of 2026, we were notified that the ITA had withdrawn its assessment for the 2018 and 2019 taxable years. For taxable years 2020 through 2022, the ITA has until the expiration of each year’s respective statute of limitations to respond to our appeal. If the 2020 through 2022 assessments are not withdrawn, we will defend our position through judicial proceedings.

Current wording

During the first quarter of 2024, we received a notice of assessment from the Israel Tax Authority (the “ITA”) wherein the ITA claimed that we owe approximately $110.0 million of tax excluding interest and penalties in connection with a claimed 2017 transfer of intellectual property. On July 31, 2025, the ITA formally informed us that it agreed that intellectual property was not transferred in 2017 and withdrew its assessment but reserves the right to evaluate whether intellectual property was transferred in later years. We maintain that we did not transfer intellectual property outside of Israel and would vigorously defend that position through administrative proceedings including with appeals if the issue is raised in later years. If necessary, we expect to defend that position through judicial proceedings. During the fourth quarter of 2024, we received a notice of assessment from the ITA claiming that we owe additional tax of approximately $16.0 million excluding interest and penalties for the 2018 through 2022 tax years based entirely on the collateral impacts of the 2017 assessment. In the first quarter of 2026, we were notified that the ITA had withdrawn its assessment for the 2018 and 2019 taxable years. In the third quarter of 2026, we were notified that the ITA had withdrawn its assessment for the 2020 through 2022 taxable years.

Previous wording

As of June 30, 2026, cash and cash equivalents, and short-term investments held in the United States and outside of the United States were $3.7 billion and $540.5 million, respectively.

Current wording

As of September 30, 2026, cash and cash equivalents, and short-term investments held in the United States and outside of the United States were $4.1 billion and $511.0 million, respectively.

Previous wording

In June 2018, we issued $600.0 million of 4.3% fixed-rate unsecured senior notes (the “2018 Notes”) due June 15, 2028. We may redeem the 2018 Notes, in whole or in part, at any time and from time to time at specified redemption prices. As of June 30, 2026, we have not elected to redeem any of the 2018 Notes. As of June 30, 2026, the carrying value of the 2018 Notes was $598.7 million.

Current wording

In June 2018, we issued $600.0 million of 4.3% fixed-rate unsecured senior notes (the “2018 Notes”) due June 15, 2028. We may redeem the 2018 Notes, in whole or in part, at any time and from time to time at specified redemption prices. As of September 30, 2026, we have not elected to redeem any of the 2018 Notes. As of September 30, 2026, the carrying value of the 2018 Notes was $598.8 million.

Previous wording

From time to time, we repurchase shares of our common stock under share repurchase programs authorized by the Board of Directors. We consider several factors in determining when to execute share repurchases, including, among other things, expected dilution from stock plans, cash capacity, and the market price of our common stock. During the six months ended June 30, 2026, under the Board-authorized repurchase program, we repurchased a total of 6.9 million shares at an aggregate cost of $558.7 million, including pursuant to a $500.0 million accelerated share repurchase agreements executed during the period (see Note 11 to the Condensed Consolidated Financial Statements). As of June 30, 2026, we had remaining authority to purchase approximately $1.5 billion of our common stock under the share repurchase program.

Current wording

From time to time, we repurchase shares of our common stock under share repurchase programs authorized by the Board of Directors. We consider several factors in determining when to execute share repurchases, including, among other things, expected dilution from stock plans, cash capacity, and the market price of our common stock. During the nine months ended September 30, 2026, under the Board-authorized repurchase program, we repurchased a total of 8.5 million shares at an aggregate cost of $696.6 million, including pursuant to a $500.0 million accelerated share repurchase agreement executed during the period (see Note 11 to the Condensed Consolidated Financial Statements). As of September 30, 2026, we had remaining authority to purchase approximately $1.3 billion of our common stock under the share repurchase program.

Previous wording

Consolidated Cash Flows—For the six months ended June 30, 2026 and 2025:

Current wording

Consolidated Cash Flows—For the nine months ended September 30, 2026 and 2025:

Previous wording

Net cash flows provided byoperating activities of $695.7 million for the six months ended June 30, 2026, increased $125.1 million over the same period last year primarily due to lower tax payments during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, which primarily included $160.0 million of local tax payments associated with the sale of Critical Care and higher tax payments related to the U.S. repatriation tax and federal and state estimated taxes, partially offset by higher working capital needs.

Current wording

Net cash flows provided byoperating activities of $1,266.0 million for the nine months ended September 30, 2026, increased $121.7 million over the same period last year primarily due to lower tax payments during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, which primarily included $160.0 million of local tax payments associated with the sale of Critical Care and higher tax payments related to the U.S. repatriation tax and federal and state estimated taxes, partially offset by higher working capital needs.

Previous wording

Net cash used ininvesting activities of $286.0 million for the six months ended June 30, 2026, consisted primarily of capital expenditures of $131.8 million, issuance of notes receivable of $53.2 million, and net payments of $33.7 million related to business combinations, partially offset by net purchases of investments of $63.0 million.

Current wording

Net cash used ininvesting activities of $542.4 million for the nine months ended September 30, 2026, consisted primarily of net purchases of investments of $249.7 million, capital expenditures of $195.4 million, issuance of notes receivable of $55.2 million, and net payments of $33.7 million related to business combinations.

Previous wording

Net cash used in investing activities of $86.8 million for the six months ended June 30, 2025, consisted primarily of capital expenditures of $105.3 million, issuance of notes receivable of $70.6 million, a payment for a net working capital adjustment of $36.3 million related to the sale of Critical Care, and payment of acquisition options of $17.0 million, partially offset by net proceeds from investments of $145.8 million.

Current wording

Net cash used in investing activities of $514.6 million for the nine months ended September 30, 2025, consisted primarily of net purchases of investments of $198.5 million, capital expenditures of $162.8 million, issuance of notes receivable of $93.4 million, a payment for a net working capital adjustment of $36.3 million related to the sale of Critical Care, and payment of acquisition options of $19.6 million.

Previous wording

Net cash used infinancing activities of $451.5 million for the six months ended June 30, 2026, consisted primarily of purchases of treasury stock of $575.1 million, partially offset by proceeds from stock plans of $122.7 million.

Current wording

Net cash used infinancing activities of $552.3 million for the nine months ended September 30, 2026, consisted primarily of purchases of treasury stock of $714.0 million, partially offset by proceeds from stock plans of $159.2 million.

Previous wording

Net cash used in financing activities of $205.3 million for the six months ended June 30, 2025, consisted primarily of purchases of treasury stock of $314.1 million, partially offset by proceeds from stock plans of $107.1 million.

Current wording

Net cash used in financing activities of $945.4 million for the nine months ended September 30, 2025, consisted primarily of purchases of treasury stock of $852.8 million and purchase of the remaining noncontrolling interest in a subsidiary of $233.7 million, partially offset by proceeds from stock plans of $141.8 million.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Safe Harbour through the course of 2026, we will evaluate the potential effects of Pillar Two on our effective tax rate. In 2026, we expect the Pillar Two provisions to result in additional tax expense of approximately $45.0 million prior to offsets under current law. As countries enact the Side-by-Side Safe Harbour, the Pillar Two UTPR tax expense will be reduced accordingly.