830141--3/16/2006--PIONEER_COMPANIES

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{condition, economic, financial}

{operation, natural, condition}

{debt, indebtedness, cash}

{financial, litigation, operation}

{customer, product, revenue}

{regulation, government, change}

{cost, contract, operation}

{cost, operation, labor}

{operation, international, foreign}

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Our profitability could decrease because of reduced customer demand that is difficult to predict. We face risks from continued declines in the pulp and paper industry. Higher energy prices could increase our cost of producing chlor-alkali products. The shipment of chlorine by rail may be negatively impacted by rail industry initiatives and potential changes to existing regulatory and/or legislative requirements. We are subject to possible risk of terrorist attacks which could adversely affect our operations. Our facilities are subject to operating hazards and other disruptions that may disrupt our operations. Labor disputes under our collective bargaining agreements may disrupt our business. We are exposed to the financial and tax effects of US to Canadian dollar currency translation, which are subject to economic forces beyond our control. We have ongoing environmental costs and we may be exposed to environmental liabilities that are not currently reserved for in our financial statements. We are undergoing management turnover with respect to our Chief Executive Officer, other executive officers and our board of directors. We are subject to litigation and other claims, which could cause us to incur significant expenses. We face competition from other chemical companies, which could adversely affect our revenues and financial condition. Availability of our net operating loss carry-forward may be limited by the Internal Revenue Code, which could negatively affect our after-tax cash flows in future periods. We have pension plans that are currently under-funded, and may need to be funded in future years. We are dependent upon a limited number of key suppliers. The restrictive terms of our indebtedness may limit our ability to grow and compete. We will need to pay or refinance our outstanding indebtedness at or prior to its maturity in 2008.

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830141--3/16/2006--PIONEER_COMPANIES_INC