916075--3/21/2006--KOPPERS

related topics

{cost, regulation, environmental}

{debt, indebtedness, cash}

{product, market, service}

{financial, litigation, operation}

{cost, operation, labor}

{acquisition, growth, future}

{condition, economic, financial}

{operation, natural, condition}

{customer, product, revenue}

{cost, contract, operation}

{operation, international, foreign}

{stock, price, operating}

{personnel, key, retain}

{control, financial, internal}

{competitive, industry, competition}

{loss, insurance, financial}

You should carefully consider the risks described below before investing in our securities. The risks described below are not the only ones facing us. Our business is also subject to the risks that affect many other companies, such as competition, technological obsolescence, labor relations, general economic conditions, geopolitical events and international operations. Additional risks not currently known to us or that we currently believe are immaterial may also impair our business operations and our liquidity. We may not be able to compete successfully in any or all of the industry segments in which we operate. Demand for our products is cyclical and we may experience prolonged depressed market conditions for our products. We are dependent on major customers for a significant portion of our net sales, and the loss of one or more of our major customers could result in a significant reduction in our profitability. Fluctuations in the price, quality and availability of our primary raw materials could reduce our profitability. Our products may be rendered obsolete or less attractive by changes in regulatory, legislative or industry requirements. The development of new technologies or changes in our customers products could reduce the demand for our products. Hazards associated with chemical manufacturing may cause suspensions or interruptions of our operations. We are subject to extensive environmental laws and regulations and may incur significant costs as a result of continued compliance with, violations of or liabilities under environmental laws and regulations. Beazer East and Beazer Limited may not continue to meet their obligations to indemnify us. The insurance that we maintain may not fully cover all potential exposures. Adverse weather conditions may reduce our operating results. We are subject to risks inherent in foreign operations, including changes in social, political and economic conditions. Our strategy to selectively pursue complementary acquisitions may present unforeseen integration obstacles or costs. We are the subject of ongoing investigations regarding our competitive practices, which may result in fines or other penalties. Litigation against us could be costly and time consuming to defend, and due to the nature of our business and products, we may be liable for damages arising out of our acts or omissions. Labor disputes could disrupt our operations and divert the attention of our management and may cause a decline in our production and a reduction in our profitability. Our pension obligations are currently underfunded. We may have to make significant cash payments to our pension plans, which would reduce the cash available for our business. We have a substantial amount of indebtedness, which could harm our ability to operate our business, remain in compliance with debt covenants, make payments on our debt and pay dividends. Restrictions in our debt agreements could limit our growth and our ability to respond to changing conditions and, in the event of a default, all of these borrowings become immediately due and payable. Our substantial negative net worth may require us to maintain additional working capital. We may incur significant charges in the event we close all or part of a manufacturing plant or facility. We depend on our senior management team and the loss of any member could adversely affect our operations. If we are not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 in a timely manner or with adequate compliance, we may be unable to provide the required financial information in a timely and reliable manner and may be subject to sanctions by regulatory authorities. The perception of these matters could cause our debt rating to fall.

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916075--3/21/2006--KOPPERS_INC