316793--8/1/2008--INTERNATIONAL_RECTIFIER_CORP

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Statement of Caution Under the Private Securities Litigation Reform Act of 1995 Factors That May Affect Future Results Pending and future governmental inquiries may adversely affect us, the trading prices of our securities and our ability to access the capital markets. Changes in end-market demand, due to downturns in the highly cyclical semiconductor industry, the sharp correction in the housing market and/or the significant fluctuations of oil prices, could affect our operating results and the value of our business. The semiconductor business is highly competitive and increased competition could adversely affect the price of our products and otherwise reduce the value of an investment in our company. New technologies could result in the development of new products and a decrease in demand for our products, and we may not be able to develop new products to satisfy changes in demand. If we are unable to implement our business strategy, our revenue and profitability may be adversely affected. Our ongoing protection and reliance on our IP assets expose us to risks and continued levels of revenue in our IP segment is subject to our ability to (i) maintain current licenses, (ii) licensee and market factors not within our control and (iii) our ability to obtain new licenses. Our failure to obtain or maintain the right to use certain technologies may negatively affect our financial results. If some OEMs do not design our products into their equipment or convert design or program wins to actual sales, a portion of our revenue may be adversely affected. Delays in initiation of new production at our more advanced facilities, implementing new production processes or resolving problems associated with technical equipment malfunctions could adversely affect our manufacturing efficiencies. Interruptions, delays or cost increases affecting our materials, parts or equipment may impair our competitive position and our operations. Our products may be found to be defective and, as a result, product claims may be asserted against us, which may harm our business and our reputation with our customers and significantly adversely affect our results and financial condition. Our reliance on subcontractors to assemble certain of our parts as a lower cost alternative may expose us to business risks. We maintain a backlog of customer orders that is subject to cancellation, reduction or delay in delivery schedules, which may result in lower than expected revenue and gross profit. We build and maintain inventory in order to meet our historic and projected needs, but cannot guarantee that our inventory will be adequate to meet our needs or will be salable at a future date. We must commit resources to product manufacturing prior to receipt of purchase commitments and could lose some or all of the associated investment. Our distribution channel partners may return inventory which could negatively impact our financial results. We receive a significant portion of our revenue from a relatively small number of customers and distributors. We may fail to attract or retain the qualified technical, sales, marketing and managerial personnel, and key executive officers required to operate our business successfully. We have identified material weaknesses in our internal control over financial reporting, which could continue to impact our ability to report our results of operations and financial condition accurately and in a timely manner. We have extensive work remaining to remedy the material weaknesses in our internal control over financial reporting. We have been named as a defendant in a class action lawsuit that may adversely affect our financial condition, results of operations and cash flows. Continuing negative publicity may adversely affect our business. Potential indemnification obligations and limitations of our current and former director and officer liability insurance could adversely affect us. Final outcomes from various tax audits are difficult to predict and an unfavorable resolution may negatively impact our financial results. Changes in our effective tax rate may have an adverse effect on our results of operations. Our A D segment is subject to governmental regulation that exposes us to additional risks. Our business depends, in part, upon the efforts of third parties, which we cannot control. The price of our common stock has fluctuated widely in the past and may fluctuate widely in the future. There can be no assurance that we will have sufficient capital resources to make necessary investments in manufacturing technology and equipment. Our investments in certain securities expose us to market risks. While we attempt to monitor the credit worthiness of our customers, we may from time to time be at risk due to the adverse financial condition of one or more customers. Our continuing obligations under the transaction documents for the Divestiture could adversely affect our operating results. Large potential environmental liabilities may adversely impact our financial position, results of operations and cash flows. Our liquidity may be subject to the availability of a credit facility upon acceptable terms and conditions. Our international operations expose us to material risks. Unfavorable currency exchange rate fluctuations could adversely affect us. Some of our facilities are located near major earthquake fault lines or high brush fire danger areas. Certain general economic and business factors not specific to the semiconductor industry that are largely out of our control may adversely affect our results of operations. Our reported results can be affected adversely and unexpectedly by the implementation of new, or changes in the interpretation of existing, accounting principles generally accepted in the United States of America ("GAAP"). Terrorist attacks, such as those that took place on September 11, 2001, or threats or occurrences of other terrorist activities whether in the United States or internationally may affect the markets in which our common stock trades, the markets in which we operate and our profitability. Natural disasters whether in the United States or internationally may affect the markets in which our common stock trades, the markets in which we operate and our profitability.

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316793--8/1/2008--INTERNATIONAL_RECTIFIER_CORP_/DE/