892553--3/15/2007--CHART_INDUSTRIES

related topics

{debt, indebtedness, cash}

{property, intellectual, protect}

{operation, international, foreign}

{regulation, government, change}

{acquisition, growth, future}

{cost, operation, labor}

{tax, income, asset}

{regulation, change, law}

{cost, regulation, environmental}

{product, market, service}

{product, liability, claim}

{operation, natural, condition}

{cost, contract, operation}

{personnel, key, retain}

{control, financial, internal}

{competitive, industry, competition}

{investment, property, distribution}

{customer, product, revenue}

{financial, litigation, operation}

We may be unable to compete successfully in the highly competitive markets in which we operate. We will soon be required to evaluate our internal controls under Section 404 of the Sarbanes-Oxley Act of 2002 and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on our securities. As a global business, we are exposed to economic, political and other risks in different countries which could materially reduce our revenues, profitability or cash flows, or materially increase our liabilities. If we are unable to successfully manage our growth, it may place a significant strain on our management and administrative resources and lead to increased costs and reduced profitability. If we lose our senior management or other key employees, our business may be adversely affected. Fluctuations in the prices and availability of raw materials and our exposure to fixed-price contracts including exposure to fixed pricing on long-term customer contracts, could negatively impact our financial results. We may fail to successfully acquire or integrate companies that provide complementary products or technologies. If we are unable to continue our technological innovation in our business and successful introduction of new commercial products, our profitability could be adversely affected. We carry significant goodwill and indefinite-lived intangible assets on our balance sheet, which are subject to impairment testing and could subject us to significant charges to earnings in the future if impairment occurs. We may be required to make material expenditures in order to comply with environmental, health and safety laws, or incur additional liabilities under these laws. The insolvency of our formerly consolidated subsidiary, Chart Heat Exchangers Limited, could have a material adverse impact on our liquidity and financial position. Due to the nature of our business and products, we may be liable for damages based on product liability and warranty claims. Increases in labor costs, potential labor disputes and work stoppages at our facilities could materially decrease our revenues and profitability. We may have to make significant cash payments to our defined benefit pension plans, reducing the cash available for our business. Fluctuations in exchange and interest rates may affect our operating results. Our operations could be impacted by the effects of hurricanes, which could be more severe than the damage and impact that our New Iberia, Louisiana operations encountered from hurricanes in 2005. Failure to protect our intellectual property and know-how could reduce or eliminate any competitive advantage and reduce our sales and profitability. We may be subject to claims that our products or processes infringe the intellectual property rights of others, which may cause us to pay unexpected litigation costs or damages, modify our products or processes or prevent us from selling our products. We are subject to regulations governing the export of our products. Additional liabilities related to taxes could adversely impact our financial results, financial condition and cash flow. As a provider of products to the U.S. government, we are subject to federal rules, regulations, audits and investigations, the violation or failure of which could adversely affect our business. We are controlled by First Reserve, and may be required to register securities for sale by First Reserve, whose interests may not be aligned with yours or ours. Our substantial leverage and significant debt service obligations could adversely affect our financial condition, limit our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from fulfilling our debt service obligations. Despite our current leverage, we may still be able to incur substantially more debt. This could further exacerbate the risks that we face. The senior secured credit facility and the indenture governing our senior subordinated notes contain a number of restrictive covenants which limit our ability to finance future operations or capital needs or engage in other business activities that may be in our interest. We are a holding company and we depend upon cash from our subsidiaries. If we do not receive cash distributions, dividends or other payments from our subsidiaries, we may be unable to meet our obligations.

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892553--3/15/2007--CHART_INDUSTRIES_INC