1316656--4/5/2006--Dresser-Rand_Group

related topics

{debt, indebtedness, cash}

{property, intellectual, protect}

{cost, regulation, environmental}

{control, financial, internal}

{acquisition, growth, future}

{cost, operation, labor}

{investment, property, distribution}

{product, liability, claim}

{product, market, service}

{operation, international, foreign}

{stock, price, share}

{personnel, key, retain}

{condition, economic, financial}

{competitive, industry, competition}

{financial, litigation, operation}

{stock, price, operating}

{customer, product, revenue}

We recently became subject to financial reporting and other requirements for which our accounting and other management systems and resources may not be adequately prepared. Our operating results could be harmed during economic or industry downturns. We may not be successful in implementing our business strategy to increase our aftermarket parts and services revenue. We face intense competition that may cause us to lose market share and harm our financial performance. We may not be able to complete, or achieve the expected benefits from, any future acquisitions, which could adversely affect our growth. Economic, political and other risks associated with international sales and operations could adversely affect our business. In the past, our Brazilian subsidiary has engaged in business transactions involving a Cuban entity that could subject us to potential sanctions. If we lose our senior management, our business may be materially adversely affected. Environmental compliance costs and liabilities could affect our financial condition adversely. Failure to maintain a safety performance that is acceptable to our clients could result in the loss of future business. Our business could suffer if we are unsuccessful in negotiating new collective bargaining agreements. We are controlled by First Reserve, whose interests may not be aligned with yours. If we continue to be a controlled company within the meaning of the New York Stock Exchange rules, we intend to rely on exemptions from certain corporate governance requirements. Our historical financial information may not be comparable to future periods. We did not have a recent operating history as a stand-alone company prior to the Acquisition. We may be faced with unexpected product claims or regulations as a result of the hazardous applications in which our products are used. Third parties may infringe our intellectual property or we may infringe the intellectual property of third parties, and we may expend significant resources enforcing or defending our rights or suffer competitive injury. Our brand name may be subject to confusion. Natural gas operations entail inherent risks that may result in substantial liability to us. Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our debt service obligations. We require a significant amount of cash to service our indebtedness. Our ability to generate cash depends on many factors beyond our control. The covenants in the senior secured credit facility and the indenture governing our senior subordinated notes impose restrictions that may limit our operating and financial flexibility.

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1316656--4/5/2006--Dresser-Rand_Group_Inc.