316793--9/15/2006--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 Changes in end-market demand or downturns in the highly cyclical semiconductor industry could affect our operating results and the value of our business. Consumer and/or corporate spending for the end-market applications which incorporate our products may be reduced due to increased oil prices or otherwise. We maintain backlog of customer orders that is subject to cancellation, reduction or delay in delivery schedules, which may result in lower than expected revenue and margins. 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 usable at a future date. 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. Failure to timely complete our expansion plans for our wafer fabrication facility could adversely affect our revenue growth and ability to achieve our margin targets. Delays in initiation of production at new facilities, implementing new production techniques or resolving problems associated with technical equipment malfunctions could adversely affect our manufacturing efficiencies. If we are unable to implement our business strategy, our revenue and profitability may be adversely affected. The failure to execute on our plans to divest or discontinue product lines that are not consistent with our business objectives, and replace those revenues with higher-margin product sales could adversely affect our operating results. The failure to implement and complete our restructuring programs and accomplish planned cost reductions could adversely affect our business. 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. 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. If some original equipment manufacturers ( 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. Corporate investment and expenditures in the Information Technology sector and in Information Technology purchases may not materialize as we have planned. 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. Our failure to obtain or maintain the right to use certain technologies may negatively affect our financial results. Our ongoing protection and reliance on our intellectual property assets expose us to risks and continued levels of revenue in our IP segment is subject to our ability to maintain current licenses, licensee and market factors not within our control and our ability to obtain new licenses. Our international operations expose us to material risks. Delays in initiation of production at new facilities, implementing new production techniques 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. We must commit resources to product manufacturing prior to receipt of purchase commitments and could lose some or all of the associated investment. We receive a significant portion of our revenue from a small number of customers and distributors. We may fail to attract or retain the qualified technical, sales, marketing and managerial personnel required to operate our business successfully. We have acquired and may continue to acquire other companies and may be unable to successfully integrate such companies with our operations. The price of our common stock has fluctuated widely in the past and may fluctuate widely in the future. Our investments in certain securities expose us to market risks. If we fail to maintain an effective system of internal control over financial reporting or discover material weaknesses in our internal control over financial reporting or financial reporting practices, we may not be able to report our financial results accurately or detect fraud, which could harm our business and the trading price of our stock. Large potential environmental liabilities, including those relating to a former operating subsidiary, may adversely impact our financial position. Some of our facilities are located near major earthquake fault lines. There can be no assurance that we will have sufficient capital resources to make necessary investments in manufacturing technology and equipment. The maturity of our outstanding Convertible Subordinated Notes due in July 2007 may expose us to risks. A failure to renew or replace our existing $150 Million revolving credit facility may expose us to risks. Unforeseen changes in market conditions, tax laws and other factors could impact our judgment about the realizability of our deferred tax assets. Our Aerospace and Defense segment is subject to governmental regulation that exposes us to additional risks. Final outcomes from the various tax authorities audits are difficult to predict and an unfavorable finding may negatively impact our financial results. 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, like those related to Hurricanes Katrina and Wilma, or occurrences of other 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--9/15/2006--INTERNATIONAL_RECTIFIER_CORP_/DE/