**GUIDANT CORPORATION****EXHIBIT 99****Factors Possibly Affecting Future Operating Results**From time to time, Guidant Corporation (the Company) publishes forward-looking statementsrelating to anticipated financial performance, Guidant business development (mergers, acquisitions,etc.), Guidant’s acquisition by Johnson & Johnson, product development and regulatory approvaltimelines, intellectual property matters, market developments and similar matters. A variety offactors could cause the Company’s actual results to differ materially from those projected,including the following: 1. Product development and production factors, including: a. The difficulties and uncertainties inherent in new product development(including with respect to the Company’s drug eluting stents), including productsthat appear promising during development but fail to reach the market or reach themarket later than expected as a result of safety, performance or efficacy concerns,inability to obtain necessary regulatory approvals, unanticipated restrictionsimposed on approved indications, excessive costs to manufacture or technologicaladvances by competitors of the Company.  b. Unexpected safety, performance or efficacy concerns arising with respectto marketed products, whether or not scientifically justified, leading to productrecalls, withdrawals or declining sales.  c. Unexpected interruptions of manufacturing operations as a result ofregulatory enforcement actions by the FDA, or other regulatory authorities or theunavailability of necessary components or materials used in manufacturing theCompany’s products. 2. Litigation and other legal factors that could preclude commercialization of products,negatively affect the level of sales or profitability of existing products or otherwiseaffect the Company’s reported results, including litigation of product liability matters,commercial, shareholder and patent litigation or regulatory enforcement actions (includingany action with respect to the Company’s Corporate Integrity Agreement with the Departmentof Health and Human Services), which could result in injunctions, the payment of royaltiesor other damages or penalties.  3. Competitive factors, including: a. The ability of the Company to obtain intellectual property rightssufficient to protect its products or the acquisition of patents by competitors thatprevent the Company from selling a product or including key features in theCompany’s products.  b. The introduction of new products or therapies (including productscurrently under development by the Company and others) or scientific or medicaldevelopments that render the Company’s existing products less competitive. 4. Domestic and international governmental factors including changes to laws andregulations, policies and judicial decisions that affect the regulation and reimbursementof medical devices, product liability, healthcare reform or tax laws.  5. Healthcare industry factors, including increased customer demands for price concessionsand inventory management, reductions in third-party (Medicare, Medicaid and othergovernmental programs, private healthcare insurance and managed care plans) reimbursementlevels or refusals to provide reimbursement for procedures using the Company’s products.Customers may limit the number of manufacturers or vendors from which the customers willpurchase products, which can result in the Company’s exclusion from large hospital system,integrated delivery network or group purchasing organization contracts.  6. Internal factors, such as retention of key employees, including sales employees, andchanges in business strategies.  7. Factors relating to the pending merger with Johnson & Johnson, including: a. Satisfaction of conditions to closing, including requirements forantitrust approvals, particularly in the United States and the European Union andother customary closing conditions, including the absence of any material adversechange in or effect on the Company prior to closing.
 

 
 b. Potentially adverse effects relating to the pendency of the transaction,including potential disruptions as management devotes attention to the merger, costsincurred relating to the transaction and any impact on long-term customer andbusiness partner relationships while the transaction remains open. 8. General economic factors, including changes in foreign currency exchange rates,interest rates and inflation.  9. Other factors beyond the control of the Company, including earthquakes (particularly inlight of the fact that the Company has significant facilities located near major earthquakefault lines), floods, fires, explosions or acts of terrorism or war, the outcomes of whichmay not be covered by insurance.The Company does not undertake to update its forward-looking statements.The Company’s Form 10-K further describes risks associated with manufacturing, patents,competition, regulation, third-party reimbursement and related matters.