1292055--2/27/2006--Symmetry_Medical

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Risks Related to Our Business We depend heavily on sales to our significant customers, and our business could be adversely affected if any of them reduced or terminated purchases from us. If we are unable to continue to improve our current products and develop new products, we may experience a decrease in demand for our products or our products could become obsolete, and our business would be adversely affected. We face competition from our customers in-house capabilities, established independent suppliers and potential new market entrants, and if we lose customers it could have an adverse effect on our revenue and operating results. If product liability lawsuits are brought against us or our customers our business may be harmed. Our operating results are subject to significant potential fluctuation and you should not rely on historical results as an indication of our future results. If we do not retain key individuals and retain and attract skilled manufacturing workers, we may not be able to operate successfully, and we may not be able to meet our strategic objectives. A significant shift in technologies or methods used in the treatment of damaged or diseased bone and tissue could make our products obsolete or less attractive. We depend on third party suppliers, and in some cases a single third party supplier, for key components and raw materials used in our manufacturing processes and the loss of these sources could harm our business. If we are unable to manage changes in our business and our anticipated growth, our business could be harmed. Our current or future levels of indebtedness may limit our ability to operate our business, finance acquisitions and pursue new business strategies. Our senior credit facility contains restrictions that limit our ability to pay dividends, incur additional debt, make acquisitions and make other investments. Our future capital needs are uncertain and we may need to raise additional funds in the future. We may not realize all of the sales expected from new product development programs. Our earnings could decline if we write off goodwill or intangible assets created as a result of our various acquisitions. If we are unable to protect our intellectual property and property rights, or are subject to intellectual property claims by third parties, our business could be harmed. Efforts to acquire other companies or product lines may divert our managerial resources away from our business operations, and if we complete an acquisition, we may incur or assume additional liabilities or experience integration problems. We are subject to risks associated with our foreign operations. Currency exchange rate fluctuations could have an adverse effect on our revenue and financial results. We may be adversely affected as a result of the long lead times required for sales of certain new products. We may be adversely impacted by work stoppages and other labor matters. If a natural or man-made disaster strikes one or more of our manufacturing facilities, we may be unable to manufacture certain products for a substantial amount of time and our revenue could decline. Risks Related to Our Industry Orthopedic device manufacturers have significant leverage over their independent suppliers and consolidation could increase their leverage, which could result in the loss of customers or force us to reduce our prices. Our business is indirectly subject to healthcare industry cost containment measures and other industry trends affecting pricing that could result in reduced sales of or prices for our products. We and our customers are subject to substantial government regulation that is subject to change and could force us to make modifications to how we develop, manufacture and price our products. If our customers fail to obtain, or experience significant delays in obtaining, FDA clearances or approvals to commercially distribute our future products our ability to sell our products could suffer. We may be adversely affected by the impact of environmental and safety regulations. Risks Relating to Our Common Stock Our common stock may be volatile and could decline substantially. A large percentage of our voting stock is controlled by one principal stockholder whose interests may conflict with those of our other stockholders. We are no longer a controlled company within the meaning of the New York Stock Exchange Rules, and as a result will no longer qualify for exemptions from certain corporate governance requirements. A significant portion of our total outstanding shares may be sold into the market in the near future. If there are substantial sales of our common stock or the perception that these sales could occur, the price of our common stock could decline. Our certificate of incorporation, our by-laws and Delaware law contain provisions that could discourage another company from acquiring us and may prevent attempts by our stockholders to replace or remove our current management.

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1292055--2/27/2006--Symmetry_Medical_Inc.