1049502--3/16/2006--MKS_INSTRUMENTS

related topics

{operation, international, foreign}

{customer, product, revenue}

{property, intellectual, protect}

{product, market, service}

{gas, price, oil}

{personnel, key, retain}

{stock, price, operating}

{acquisition, growth, future}

{competitive, industry, competition}

{regulation, government, change}

The loss of net sales to any one of our major customers would likely have a material adverse effect on us. As part of our business strategy, we have entered into and may enter into or seek to enter into business combinations and acquisitions that may be difficult and costly to integrate, may be disruptive to our business, may dilute stockholder value or may divert management attention. An inability to convince semiconductor device manufacturers to specify the use of our products to our customers that are semiconductor capital equipment manufacturers would weaken our competitive position. If our products are not designed into successive generations of our customers products, we will lose significant net sales during the lifespan of those products. The semiconductor industry is subject to rapid demand shifts which are difficult to predict. As a result, our inability to expand our manufacturing capacity in response to these rapid shifts may cause a reduction in our market share. We operate in a highly competitive industry. Sales to foreign markets constitute a substantial portion of our net sales; therefore, our net sales and results of operations could be adversely affected by downturns in economic conditions in countries outside of the United States. We have significant foreign operations, and outsource certain operations offshore, which pose significant risks. Unfavorable currency exchange rate fluctuations may lead to lower operating margins or may cause us to raise prices, which could result in reduced sales. Key personnel may be difficult to attract and retain. Our proprietary technology is important to the continued success of our business. Our failure to protect this proprietary technology may significantly impair our competitive position. Protection of our intellectual property rights may result in costly litigation. The market price of our common stock has fluctuated and may continue to fluctuate for reasons over which we have no control. Our dependence on sole, limited source suppliers, and international suppliers, could affect our ability to manufacture products and systems. We are subject to governmental regulations. If we fail to comply with these regulations, our business could be harmed.

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1049502--3/16/2006--MKS_INSTRUMENTS_INC