103096--12/14/2007--TRC_COMPANIES_INC

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{tax, income, asset}

{control, financial, internal}

{regulation, government, change}

{system, service, information}

{financial, litigation, operation}

{regulation, change, law}

{personnel, key, retain}

{competitive, industry, competition}

{debt, indebtedness, cash}

{cost, operation, labor}

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{interest, director, officer}

{stock, price, share}

{acquisition, growth, future}

Risks Related to Our Company We incurred significant losses in fiscal 2007, 2006, and 2005, and may incur such losses in the future. If we continue to incur significant losses and are unable to access sufficient working capital from our operations or through external financing, we may be unable to fund future operations. Our loan agreement contains restrictive covenants. Our continuing failure to timely file certain periodic reports with the SEC poses significant risks to our business, each of which could materially and adversely affect our financial condition and results of operations. We are dependent on earnings and cash flow from operations to finance our growth. We are dependent on contracts with the federal, state and local governments. We are and will continue to be involved in litigation. If our subcontractors fail to perform their contractual obligations on a project, we could be exposed to loss of reputation and additional financial or performance obligations that could result in reduced profits or losses. Our operations could require us to utilize large sums of working capital, sometimes on short notice and sometimes without the ability to recover the expenditures. If we must write off a significant amount of intangible assets or long-lived assets, our earnings will be negatively impacted. If we must provide a valuation allowance against our net deferred tax assets, our earnings will be negatively impacted. If we do not successfully implement our new enterprise resource planning system, our cash flows may be impaired and we may incur further costs to integrate or upgrade our systems. There are risks associated with acquisitions. Our services expose us to significant risks of liability and it may be difficult to obtain or maintain adequate insurance coverage or bonding capacity. Our liability for damages due to legal proceedings may harm our operating results or financial condition. Our failure to properly manage projects may result in additional costs or claims. Our use of the percentage-of-completion method of accounting could result in reduction or reversal of previously recorded revenue and profits. Our business and operating results could be adversely affected by our inability to accurately estimate the overall risks, revenue or costs on a contract. Our backlog is subject to cancellation and unexpected adjustments, and is an uncertain indicator of future operating results. Risks Related to Our Industry We are dependent on continued regulatory enforcement. We operate in highly competitive industries. Changes in existing environmental laws, regulations and programs could reduce demand for our environmental services, which could cause our revenue to decline. The value of our equity securities could continue to be volatile. We may experience adverse impacts on our results of operations as a result of adopting new accounting standards or interpretations. Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses. We have established a new management team. We are highly dependent on key personnel. We face risks in connection with our ability to successfully centralize the administrative functions for our subsidiaries into our corporate headquarters. We face continuing risks in connection with our current project to implement a new enterprise resource system for our business. We have identified material weaknesses in our internal control over financial reporting, which could continue to impact negatively our ability to report our results of operations and financial condition accurately and in a timely manner.

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103096--12/14/2007--TRC_COMPANIES_INC_/DE/