1099800--3/9/2006--EDWARDS_LIFESCIENCES

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{system, service, information}

{regulation, government, change}

{provision, law, control}

{operation, international, foreign}

{financial, litigation, operation}

{product, market, service}

{investment, property, distribution}

{acquisition, growth, future}

{personnel, key, retain}

An investor should carefully consider the risks described below, as well as other information contained in Edwards Lifesciences' filings with the Securities and Exchange Commission. If any of the events described below occurs, Edwards Lifesciences' business, financial condition or results of operations could be materially harmed. In that case, the value of Edwards Lifesciences' securities could decline and an investor may lose part or all of his or her investment. If Edwards Lifesciences does not introduce new products in a timely manner, its products may become obsolete and its operating results may suffer. Edwards Lifesciences may incur product liability losses that could adversely affect its operating results. Edwards Lifesciences may experience supply interruptions that could harm its ability to manufacture products. Edwards Lifesciences may be required to recognize additional charges in connection with the write-down of some of its investments, the disposition of some of its businesses, the termination of its interest rate swap agreements or for other reasons. Edwards Lifesciences may not successfully identify and complete acquisitions or strategic alliances on favorable terms or achieve anticipated synergies relating to any acquisitions or alliances, and such acquisitions could result in unforeseen operating difficulties and expenditures, require significant management resources and require significant charges or write-downs. Edwards Lifesciences' business is subject to economic, political and other risks associated with international sales and operations. Edwards Lifesciences is subject to risks arising from currency exchange rate fluctuations. Increased interest rates could increase Edwards Lifesciences' borrowing costs and make it more difficult to access the capital markets. Fluctuations in Edwards Lifesciences' quarterly operating results may cause its stock price to decline. Edwards Lifesciences' inability to protect its intellectual property could have a material adverse effect on its business. Third parties may claim Edwards Lifesciences is infringing their intellectual property, and Edwards Lifesciences could suffer significant litigation or licensing expenses or be prevented from selling products. Edwards Lifesciences faces intense competition and consolidation within its industry, and if Edwards Lifesciences does not compete effectively, its business will be harmed. Edwards Lifesciences and its customers are subject to various governmental regulations and Edwards Lifesciences may incur significant expenses to comply with these regulations and develop its products to be compatible with these regulations. Failure of any of Edwards Lifesciences' products to meet applicable quality standards could result in recalls or other serious consequences. Unsuccessful clinical trials or developmental procedures relating to products and development could have a material adverse effect on Edwards Lifesciences' prospects. Edwards Lifesciences is subject to risks arising from concerns and/or regulatory actions relating to "mad cow disease." If third party payors decline to reimburse Edwards Lifesciences' customers for its products or reduce reimbursement levels, Edwards Lifesciences' ability to profitably sell its products will be harmed. Edwards Lifesciences is, or may be, subject to lawsuits related to products or services manufactured or performed by the Company. Edwards Lifesciences may incur increased costs as a result of recent changes in laws and regulations affecting public companies. The market price for Edwards Lifesciences' common stock may be volatile. Edwards Lifesciences' stockholder rights plan, charter and bylaws, as well as provisions of Delaware law, the change in control provisions of the 3.875% convertible senior debentures issued by Edwards Lifesciences and the change in control provisions of other agreements to which Edwards Lifesciences is a party, could make it difficult for a third party to acquire the Company. Edwards Lifesciences' issuance of preferred stock could adversely affect holders of its common stock and discourage a takeover. Recent changes related to equity compensation could adversely affect Edwards Lifesciences' ability to attract and retain key personnel. Future sales of common stock in the public market could adversely affect the trading price of Edwards Lifesciences' common stock and its ability to raise funds in new securities offerings.

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1099800--3/9/2006--EDWARDS_LIFESCIENCES_CORP