1116942--3/15/2010--TTM_TECHNOLOGIES

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{cost, operation, labor}

{interest, director, officer}

{product, market, service}

{customer, product, revenue}

{acquisition, growth, future}

{regulation, change, law}

{regulation, government, change}

{tax, income, asset}

{system, service, information}

{stock, price, share}

{operation, natural, condition}

{personnel, key, retain}

{operation, international, foreign}

{financial, litigation, operation}

{property, intellectual, protect}

{debt, indebtedness, cash}

{product, liability, claim}

{condition, economic, financial}

{loss, insurance, financial}

We face a risk that capital needed for our business and to repay our debt obligations will not be available when we need it. Additionally, our leverage and our debt service obligations may adversely affect our cash flow. Our acquisition strategy involves numerous risks. If we are unable to manage our growth effectively, our business could be negatively affected. Our development plans involve significant capital expenditures and financing requirements, which are subject to a number of risks and uncertainties. We depend upon a relatively small number of OEM customers for a large portion of our sales, and a decline in sales to major customers could harm our results of operations. We compete against manufacturers in Asia, where production costs are lower. These competitors may gain market share in our key market segments, which may have an adverse effect on the pricing of our products. A trend toward consolidation among our customers could adversely affect our business. Our failure to comply with the requirements of environmental laws could result in litigation, fines and revocation of permits necessary to our manufacturing processes. Failure to operate in conformance with environmental laws could lead to debarment from our participation in federal government contracts. Our business and operations could be adversely impacted by climate change initiatives. The U.S. Defense Security Service and the Committee on Foreign Investment in the United States, or CFIUS, may take measures to protect classified projects and national security. We are subject to the requirements of the National Industrial Security Program Operating Manual for our facility security clearance, which is a prerequisite to our ability to perform on classified contracts for the U.S. government. We export defense and commercial products from the United States to other countries. If we were to fail to comply with export laws, we could be subject to fines and other punitive actions. We are exposed to the credit risk of some of our customers and to credit exposures in weakened markets. We rely on suppliers for the timely delivery of raw materials and components used in manufacturing our printed circuit boards and backplane assemblies, and an increase in industry demand or the presence of a shortage for these raw materials or components may increase the price of these raw materials or components and reduce our gross margins. If a raw material supplier fails to satisfy our product quality standards, it could harm our customer relationships. If we are unable to respond to rapid technological change and process development, we may not be able to compete effectively. If we are unable to provide our customers with high-end technology, high quality products, and responsive service, or if we are unable to deliver our products to our customers in a timely manner, our results of operations and financial condition may suffer. Products we manufacture may contain design or manufacturing defects, which could result in reduced demand for our services and liability claims against us. If we are unable to maintain satisfactory capacity utilization rates, our results of operations and financial condition would be adversely affected. Competition in the printed circuit board market is intense, and we could lose market share if we are unable to maintain our current competitive position in end markets using our quick-turn, high technology and high-mix manufacturing services. Our results of operations are often subject to demand fluctuations and seasonality. With a high level of fixed operating costs, even small revenue shortfalls would decrease our gross margins and potentially cause the trading price of our common stock to decline. Because we sell on a purchase order basis, we are subject to uncertainties and variability in demand by our customers that could decrease revenues and harm our operating results. The increasing prominence of EMS providers in the printed circuit board industry could reduce our gross margins, potential sales, and customers. If events or circumstances occur in our business that indicate that our goodwill and definite-lived intangibles may not be recoverable, we could have impairment charges that would negatively affect our earnings. Damage to our manufacturing facilities due to fire, natural disaster, or other events could harm our financial results. Our manufacturing processes depend on the collective industry experience of our employees. If a significant number of these employees were to leave us, it could limit our ability to compete effectively and could harm our financial results. We may be exposed to intellectual property infringement claims by third parties that could be costly to defend, could divert management s attention and resources, and if successful, could result in liability. We depend heavily on a single customer, the U.S. government, for a substantial portion of our business, including programs subject to security classification restrictions on information. Changes affecting the government s capacity to do business with us or our direct customers or the effects of competition in the defense industry could have a material adverse effect on our business. Our business may suffer if any of our key senior executives discontinues employment with us or if we are unable to recruit and retain highly skilled engineering and sales staff. Increasingly, our larger customers are requesting that we enter into supply agreements with them that have increasingly restrictive terms and conditions. These agreements typically include provisions that increase our financial exposure, which could result in significant costs to us. Our backplane assembly operation serves customers and has a manufacturing facility outside the United States and is subject to the risks characteristic of international operations. These risks include significant potential financial damage and potential loss of the business and its assets. Our operations in the PRC subject us to risks and uncertainties relating to the laws and regulations of the PRC. The economies of the countries in which we operate may be adversely affected by a recurrence of severe acute respiratory syndrome, or an outbreak of other epidemics such as H1N1 or avian flu. We are subject to risks of currency fluctuations. Our business has benefited from OEMs deciding to outsource their PCB manufacturing and backplane assembly needs to us. If OEMs choose to provide these services in-house or select other providers, our business could suffer. We may not be able to fully recover our costs for providing design services to our customers, which could harm our financial results. Unanticipated changes in our tax rates or in our assessment of the realizability of our deferred income tax assets or exposure to additional income tax liabilities could affect our operating results and financial condition. If our net earnings do not remain at or above recent levels, or we are not able to predict with a reasonable degree of probability that they will continue, we may have to record a valuation allowance against our net deferred income tax assets. Risks Relating to the Proposed PCB Combination Failure to complete the proposed PCB Combination could adversely affect our future business and operations. Our business could suffer due to the pendency and consummation of the proposed PCB Combination. The purchase price payable in the PCB Combination will not be adjusted for any changes in the price of our common stock or Meadville s shares. We may not realize the operating and financial benefits we expect from the PCB Combination. As a result of the PCB Combination, we and the PCB Subsidiaries as a combined company would be a substantially larger and broader organization, with a greater geographic diversity relative to our and Meadville s current operations, and if management is unable to sufficiently manage the combined company, operating and financial results would suffer. The combined company would need to invest in its operations to integrate us and the PCB Subsidiaries and to maintain and grow the combined business, and may need additional funds to do so. The PCB Combination could cause us or the PCB Subsidiaries to lose key personnel, which could materially affect the combined company s business and require the combined company to incur substantial costs to recruit replacements for lost personnel. General uncertainty related to the PCB Combination could harm us and Meadville. Regulatory authorities may delay or impose conditions on approval of the PCB Combination, which may diminish the anticipated benefits of the PCB Combination. Both we and the PCB Subsidiaries, and the PCB Combination, may be subject to adverse regulatory requirements and conditions. Due to the lack of back up facilities in the PRC, the combined company s operations could be adversely affected by a shortage of utilities or a discontinuation of priority supply status offered for such utilities. Charges to earnings resulting from the application of the purchase method of accounting may adversely affect the market value of our common stock following the PCB Combination. We incur a variety of costs as a result of being a public company, and those costs may increase as a result of the PCB Combination. We expect to incur significant costs as a result of the integration of our operations with the PCB Subsidiaries. Following the effectiveness of the PCB Combination, the current principal owners of Meadville are expected to own a substantial percentage of our common stock. Current holders of our common stock would suffer substantial dilution if the PCB Combination is effected. The PCB Subsidiaries do not currently have a certificate of state-owned land use or certificates of real estate ownership for certain of their properties in the PRC and the properties associated with certain facilities are subject to a general city re-zoning plan which, if implemented in the future, may require the combined company to relocate these facilities.

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1116942--3/15/2010--TTM_TECHNOLOGIES_INC