# GUIDANT CORPORATION

EXHIBIT 99

# Factors Possibly
Affecting Future Operating Results

From time to time, Guidant
Corporation (the Company) publishes forward-looking statements relating to anticipated
financial performance, business development (mergers, acquisitions, etc.), product
development and regulatory approval timelines, intellectual property matters, market
developments and similar matters. A variety of factors 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 new products such as drug eluting stents), including products that
                    appear promising during development but fail to reach the market or reach the
                    market later than expected as a result of safety, performance or efficacy
                    concerns, inability to obtain necessary regulatory approvals, unanticipated
                    restrictions imposed on approved indications, excessive costs to manufacture or
                    technological advances by competitors of the Company.
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| | b. | Unexpected safety, performance or efficacy concerns arising with respect
                    to marketed products, whether or not scientifically justified, leading to
                    product recalls, withdrawals or declining sales.
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| | c. | Unexpected interruptions of manufacturing operations as a result of
                    regulatory enforcement actions by the FDA, or other regulatory authorities or
                    the unavailability of necessary components or materials used in manufacturing
                    the Companys products.
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2.   Litigation and other legal factors that could preclude commercialization of
products, negatively affect the level of sales or profitability of existing products or
otherwise affect the Companys reported results, including litigation of product
liability matters, commercial, shareholder and patent litigation or regulatory enforcement
actions, which could result in injunctions, the payment of royalties or other damages.

3. Competitive factors, including:

| | a. | The ability of the Company to obtain intellectual property rights
               sufficient to protect its products or the acquisition of patents by competitors
               that prevent the Company from selling a product or including key features in the
               Companys products.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b. | The introduction of new products or therapies (including products currently
               under development by the Company and others) or scientific or medical
               developments that render the Companys existing products less competitive.
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4.   Domestic and international governmental factors including changes to laws and
regulations, policies and judicial decisions that affect the regulation and reimbursement
of medical devices, product liability, health care reform or tax laws.

5.   Health care industry factors, including increased customer demands for price
concessions, reductions in third-party (Medicare, Medicaid and other governmental
programs, private healthcare insurance and managed care plans) reimbursement levels 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 will
purchase 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,
               and changes in business strategies.

7.   The impact of restructuring and business combinations, including the integration
of acquired businesses.

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 in light of the fact that the Company has significant facilities located
near major earthquake fault lines), floods, fires, explosions or acts of terrorism or war,
the outcomes of which may not be covered by insurance.

The Company does not undertake to
update its forward-looking statements.

The Companys Annual Report on
Form 10-K further describes risks associated with manufacturing, patents,
competition, regulation, third-party reimbursement and related matters.