UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 20-F
(Mark One)

|_|      REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g)
          OF THE SECURITIES EXCHANGE ACT OF 1934
                                       OR
|X|      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934
                                       OR
|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

                        Commission file number__________
                               INFICON Holding AG
             (Exact name of Registrant as specified in its charter)
                              INFICON Holdings Inc.
                 (Translation of Registrant's name into English)
                                   Switzerland
                 (Jurisdiction of incorporation or organization)
                                  INFICON Inc.
                              Two Technology Place
                          East Syracuse, New York 13057
                    (Address of principal executive offices)
                                   ----------
Securities registered or to be registered pursuant to Section 12(b) of the Act.


                                      None
                                   ----------
Securities registered or to be registered pursuant to Section 12(g) of the Act.


Title of each class:                  Name of each exchange on which registered:
    American Depositary Shares,       The Nasdaq National Market
    each representing one-tenth of
    one INFICON Holding AG share
    with a par value of CHF 10
    INFICON Holding AG shares with    The SWX Swiss Exchange
    a par value of CHF 10 each
                                   ----------

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.

                                      None
                                   ----------
                                (Title of class)

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.

                                2,315,000 shares

Indicate by check mark whether the Registrant (1) as filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|. Not applicable.

Indicate by check mark which financial statement item the registrant has elected
to follow: Item 17 |_| Item 18 |X|


<PAGE>



                                TABLE OF CONTENTS

PART I.....................................................................  1
  Item 1. Identity of Directors, Senior Management and Advisors............  1
  Item 2. Offer Statistics and Expected Timetable..........................  1
  Item 3. Key Information..................................................  1
  Item 4. Information on the Company.......................................  9
  Item 5. Operating and Financial Review and Prospects..................... 23
  Item 6. Directors, Senior Management and Employees....................... 30
  Item 7. Major Shareholders and Related Party Transactions................ 37
  Item 8. Financial Information............................................ 42
  Item 9. The Offer and Listing............................................ 43
  Item 10. Additional Information.......................................... 44
  Item 11. Quantitative and Qualitative Disclosures about Market Risk...... 57
  Item 12. Description of Securities Other Than Equity Securities.......... 58

PART II.................................................................... 58
  Item 13. Defaults, Dividend Arrearages and Delinquencies................. 58
  Item 14. Material Modifications to the Rights of Security Holders
           and Use of Proceeds............................................. 58
  Item 15. [Reserved]...................................................... 58
  Item 16. [Reserved]...................................................... 58

PART III................................................................... 58
  Item 17. Financial Statements............................................ 58
  Item 18. Financial Statements............................................ 59
  Item 19. Exhibits........................................................ 59

                                       i

<PAGE>


INFICON Holding AG is a corporation (Aktiengesellschaft) organized under the
laws of Switzerland. In this annual report, "INFICON Holding AG" refers solely
to the ultimate parent company of the INFICON Group. "INFICON", the "INFICON
Group", "we", "us" and "our" refer to INFICON Holding AG and its consolidated
subsidiaries. All references to "Unaxis" refer to our major shareholder, Unaxis
Holding AG, a corporation (Aktiengesellschaft) organized under the laws of
Switzerland.


                      PRESENTATION OF FINANCIAL INFORMATION

     We have prepared our consolidated financial statements in accordance with
U.S. generally accepted accounting principles, or U.S. GAAP. However, our shares
are quoted on the SWX Swiss Exchange in Swiss francs. Although we do not
anticipate paying dividends in the foreseeable future, any cash dividends
declared in respect of our shares will be declared in Swiss Francs.

                         MARKET SHARE AND INDUSTRY DATA

         Market information contained in this annual report, including
information on our market share and the position of our business relative to our
competition, largely reflects our management's best estimates. These estimates
are based upon information obtained from customers, from trade or business
organizations and associations, from other contacts within the industries in
which we compete and, in some cases, upon published statistical data from
independent third parties. We also rely on forecasts of future market conditions
from third-party sources. These third-party statistical data and forecasts
typically address a broad market for finished products made by our customers and
do not address the vacuum instrumentation market directly. We do not know the
assumptions upon which these forecasts are based, including the rates of general
economic growth that were assumed in preparing the forecasts. In addition, we
have not independently verified the data prepared by these third-party sources,
but we believe them to be reliable. Except as otherwise stated, market share
information and our assessments of our competitive position have been derived by
comparing our sales to our estimates of our competitors' sales, as well as
general market conditions. Amounts and percentages included in this annual
report have been rounded and, accordingly, may not total.


              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F and other materials we have filed or may file
with the Securities and Exchange Commission, as well as information included in
oral statements or other written statements made, or to be made, by us, contain
disclosures which are "forward-looking statements". Forward-looking statements
include all statements that do not relate solely to historical or current facts,
and can be identified by the use of words such as "may", "believe", "will",
"expect", "project", "estimate", "anticipate", "plan" or "continue". These
forward-looking statements address, among other things, our strategic
objectives, trends in vacuum technology and in the industries that employ vacuum
instrumentation, such as the semiconductor and related industries, the
anticipated effects of these trends on our business. These forward-looking
statements are based on the current plans and expectations of our management and
are subject to a number of uncertainties and risks that could significantly
affect our current plans and expectations, as well as future results of
operations and financial condition. Some of these risks and uncertainties are
discussed under "Key Information---Risk Factors".

     As a consequence, our current and anticipated plans and our future
prospects, results of operations and financial condition may differ from those
expressed in any forward-looking statements made by or on behalf of our company.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.


                                       ii
<PAGE>


                                     PART I

Item 1. Identity of Directors, Senior Management and Advisors

              Not applicable.

Item 2. Offer Statistics and Expected Timetable

              Not applicable.

Item 3. Key Information

A. Selected Financial Data

     The following tables present our selected historical combined financial
data. This data has been derived from our consolidated financial statements for
the relevant periods prepared in accordance with U.S. GAAP. The information set
forth below should be read together with "Operating and Financial Review and
Prospects" and our historical financial statements and notes to those statements
included in this annual report. Our income statement data set forth below for
the years ended December 31, 1998, 1999 and 2000 and the balance sheet data as
of December 31, 1999 and 2000 are derived from our audited consolidated
financial statements and the notes to those statements included in this annual
report. Our selected historical combined financial and other data for the year
ended December 31, 1997 and the balance sheet data as of December 31, 1998 have
been derived from our audited combined financial statements, which are not
included in this annual report. Our selected historical combined financial and
other data for the year ended December 31, 1996 have been derived from our
unaudited combined financial statements, which are not included in this annual
report. In the opinion of our management, all adjustments considered necessary
for a fair presentation have been included in our unaudited combined financial
statements.

     In 1997, Unaxis formed its vacuum instrumentation group by bringing the
Balzers, Leybold and INFICON instrumentation businesses under a single global
management. In connection with this initiative, we decided to focus on
increasing our sales to semiconductor and related markets, to rationalize our
product offerings and to consolidate our operations and research and development
efforts to operate more efficiently and support our new focus. As a result of
these changes, the financial data for 1996 are not necessarily comparable to the
financial data for the years 1997 through 2000.

     Up until the present date, no dividends were declared by us.

<TABLE>
<CAPTION>

                                                               Years ended December 31,
                                                               ------------------------
                                           1996           1997           1998           1999           2000
                                           ----           ----           ----           ----           ----
                                              U.S. $ in thousands except for shares and per share amount
                                       (unaudited)                            (audited)
<S>                                        <C>            <C>            <C>            <C>            <C>
Income Statement Data:
Net sales
   Semiconductor vacuum
      instrumentation.....                 $44,295        $40,259        $36,402        $42,154        $65,952
   General vacuum
      instrumentation.....                  94,826         91,496         81,919         87,838        104,024
                                            ------         ------         ------         ------        -------
Total net sales...........                 139,121        131,755        118,321        129,992        169,976
Cost of sales.............                  66,291         66,106         61,562         69,243         83,231
                                            ------         ------         ------         ------         ------
Gross profit..............                  72,830         65,649         56,759         60,749         86,745
Research and development..                  14,152         14,082         12,970         11,523         11,037
Selling, general and
   administrative.........                  39,384         38,748         38,995         38,332         41,889
                                            ------         ------         ------         ------         ------
Income from operations....                  19,294         12,819          4,794         10,894         33,819
</TABLE>


                                       1
<PAGE>



<TABLE>
<CAPTION>

                                                               Years ended December 31,
                                                               ------------------------
                                           1996           1997           1998           1999           2000
                                           ----           ----           ----           ----           ----
                                              U.S. $ in thousands except for shares and per share amount
                                       (unaudited)                            (audited)

<S>                                        <C>            <C>            <C>            <C>            <C>

Interest expense, net.....                       128            107            130            130            292
Other expense, net........                     (434)              9            732            804          1,854
                                               -----              -            ---            ---          -----
Income before taxes.......                    19,600         12,703          3,932          9,960         31,673
Income taxes..............                     6,340          5,186             21          2,584          8,742
                                               -----          -----             --          -----          -----
Net income................                   $13,260         $7,517         $3,911         $7,376         22,931
                                             -------         ------         ------         ------         ------
Basic net income per share                     $6.63          $3.76          $1.95          $3.69         $11.21
Diluted net income
 per share................                     $6.63          $3.76          $1.95          $3.69         $11.21
Weighted average number
   of shares..............                 2,000,000      2,000,000      2,000,000      2,000,000      2,046,000
Balance Sheet Data:
Working capital...........                   $36,354        $38,760        $35,880        $29,719        $53,561
Total assets..............                    64,124         64,392         64,946         56,198        151,070
Total debt................                        --             --             --             --            869
Stockholders' equity......                    44,366         50,907         47,051         41,360        108,531
</TABLE>


Exchange Rate Information

     Because the main listing of our shares is on the SWX Swiss Exchange in
Swiss francs, we have set forth below, for the periods and dates indicated,
information regarding the noon buying rate in the City of New York for cable
transfers in Swiss francs as certified for customs purposes by the Federal
Reserve Bank of New York, or the "noon buying rate", expressed in Swiss francs
per dollar.

     We have provided these rates solely for your convenience. They should not
be construed as a representation that Swiss franc amounts actually represent the
dollar amounts or that the Swiss franc amounts could have been, or could be,
converted into dollars at these rates or at any other rate. We do not use these
rates for preparing our consolidated financial statements that we have included
elsewhere in this annual report. On March 21, 2001 the noon buying rate was
U.S.$1.00=CHF 1.7095.


                                                CHF      CHF
            Month                              High      Low
            -----                              ----      ---

            October 2000                       1.83      1.72
            November 2000                      1.82      1.75
            December 2000                      1.76      1.61
            January 2001                       1.67      1.59
            February 2001                      1.70      1.62

                        CHF            CHF        CHF           CHF
Calendar Year        Average(1)        High       Low      At Period End

1995.............      1.1744         1.3130     1.1172       1.1540
1996.............      1.2419         1.3515     1.1573       1.3390
1997.............      1.4521         1.5360     1.3430       1.4610
1998.............      1.4507         1.5420     1.2935       1.3735
1999.............      1.5139         1.6015     1.3585       1.5930
2000 ............      1.6885         1.8300     1.5420       1.6116

-----------

(1) The average of the noon buying rates on the last business day of each month
during the relevant period.


                                       2
<PAGE>

B. Capitalization and Indebtedness.

                  Not applicable.

C. Reasons for the Offer and Use of Proceeds.

                  Not applicable.

D. Risk Factors.

     Investing in our shares or ADSs involves a high degree of risk and
uncertainty. You should carefully consider the risks and uncertainties described
below before investing in our shares or ADSs. If any of the following risks
actually occur, our business, prospects, financial condition and results of
operations could be harmed. In that case, the value of our shares or ADSs could
decline, and you could lose all or part of your investment.

         Risks Relating to Our Business

DOWNTURNS IN THE SEMICONDUCTOR CHIP MANUFACTURING INDUSTRY HAVE HAD IN THE PAST,
AND MAY HAVE IN THE FUTURE, A MATERIAL ADVERSE EFFECT ON OUR SALES AND
PROFITABILITY.

     Our business depends substantially upon the strength of demand from
semiconductor chip manufacturers and semiconductor equipment manufacturers, or
OEMs, which in turn depend upon the current and anticipated demand for
semiconductors and products using semiconductors. In the year ended December 31,
2000, we estimate that approximately 65% of our semiconductor vacuum
instrumentation sales, and approximately 14% of our general vacuum
instrumentation sales were to semiconductor chip manufacturers, OEMs and related
markets. For the year ended December 31, 1999, we estimate that approximately
54% of our semiconductor vacuum instrumentation sales and approximately 10% of
our general vacuum instrumentation sales were to semiconductor chip
manufacturers, OEMs and related markets. As we pursue our strategy of focusing
on the semiconductor industry, we expect that sales to such customers will
account for an increasing proportion of our sales. Periodic reductions in demand
from semiconductor chip manufacturers and OEMs may reduce revenues and we may be
unable to increase sales to new or existing customers.

     Historically, the semiconductor chip manufacturing market has been highly
cyclical and has experienced periods of overcapacity, resulting in significantly
reduced demand for capital equipment. For example, in 1998 the semiconductor
chip manufacturing industry experienced a severe downturn, which contributed to
a 10.2% decrease in our net sales from 1997. Although the semiconductor chip
manufacturing industry recovered in late 1999 and 2000, we believe that the
industry has entered another downturn. We cannot assure you that:

o    the semiconductor chip manufacturing industry will improve;

o    the semiconductor industry is not experiencing a downturn which may be
     severe or prolonged; or

o    any recovery will result in increased demand for capital equipment by the
     semiconductor chip manufacturing industry.

     Any downturn in the semiconductor chip manufacturing industry could reduce,
or limit the growth of, revenues from semiconductor chip manufacturers and OEMs,
which we expect to account for an increasing portion of our sales.

THE LOSS OF SALES TO OUR MAJOR CUSTOMERS WOULD LIKELY HAVE A MATERIAL ADVERSE
EFFECT ON US.

     Our largest customers in 2000, Pfeiffer Vacuum and various entities related
to Unaxis, including Leybold Vacuum and Leybold Optics, accounted for an
aggregate of approximately 30% of our net sales. The loss of a major customer or
any reduction in orders by these customers, including reductions due to market
or competitive conditions, would likely result in a significant decrease in
revenue for an extended period of time until new or existing customer orders
make up for the reduction.

                                       3

<PAGE>

     Attempts to mitigate the adverse impact of any loss or reduction of orders
through the rapid addition of new customers could be difficult. This is because
prospective customers typically require lengthy qualification periods to test
and evaluate new products before placing large orders with a new supplier. Our
future success will continue to depend upon:

o    our ability to maintain relationships with existing key customers;

o    our ability to attract new customers; and

o    the success of our OEM customers in creating demand for manufacturing
     systems which incorporate our products.

SOME OF OUR CUSTOMERS COMPETE, OR MAY IN THE FUTURE COMPETE, WITH UNAXIS, AND TO
THE EXTENT THAT WE ARE PERCEIVED TO BE CONTROLLED BY, OR UNDER COMMON CONTROL
WITH, UNAXIS, WE MAY LOSE THEIR BUSINESS.

     Some of our customers compete, or may in the future compete, with our
principal shareholder, Unaxis. Unaxis currently owns 19.51% of our shares and
two Unaxis officers serve on our board of directors. In addition, Unaxis has
agreed to provide us services on a continuing basis. Because of this, some of
our customers may perceive us to be closely affiliated with Unaxis. To the
extent that any of these customers are competitors of Unaxis, they may choose to
stop buying our products, and our revenues may decrease as a result.

OUR FUTURE GROWTH AND COMPETITIVENESS DEPEND UPON OUR ABILITY TO DEVELOP NEW AND
ENHANCED PRODUCTS FOR INDUSTRIES WE TARGET AND TO ADAPT RAPIDLY TO CHANGING
TECHNOLOGIES. WE CANNOT ASSURE YOU THAT WE WILL BE SUCCESSFUL IN OUR PRODUCT
DEVELOPMENT EFFORTS OR THAT OUR NEW PRODUCTS WILL GAIN GENERAL MARKET
ACCEPTANCE.

     The markets in which we sell our products, including the semiconductor
manufacturing and equipment markets, are characterized by rapidly changing
technology, evolving industry standards and practices, frequent new product and
services introductions and enhancements, pricing pressure and changing customer
demands. Our future growth will depend, in part, on our ability to adapt to
rapidly changing technology and to design, develop, manufacture, assemble, test,
market and support new products and enhancements on a timely and cost-effective
basis. We cannot assure you that these new products and enhancements will gain
market acceptance. For example, our product development efforts in our
semiconductor vacuum instrumentation group will include continuing to design in
situ analyzers and integrating them with manufacturing equipment designed by our
OEM customers. Market practice among semiconductor chip manufacturers has been
to test product wafers off-line, i.e., outside of the manufacturing process. We
cannot assure you that manufacturers will move from off-line to in situ
analysis. We may also experience difficulties or delays in our development
efforts with respect to these and other products.

     In addition, products or technologies developed by our competitors might
render our products or technologies obsolete or noncompetitive. A fundamental
shift away from vacuum technology in the semiconductor chip manufacturing market
could render our product offerings obsolete and significantly reduce our
revenues and cause the value of our shares or ADSs to decrease.

THE MARKETS FOR OUR PRODUCTS ARE HIGHLY COMPETITIVE. THIS COMPETITION MAY CAUSE
US TO REDUCE PRICES AND MAY RESULT IN DECREASES IN MARKET SHARE OF OUR PRODUCTS.

     We are exposed to the competitive characteristics of several different
geographic and product markets. Competition is based on a variety of factors
including price, quality, functionality, brand recognition and the effectiveness
of our marketing, sales and customer service efforts. We believe that rapid
identification of new product applications and the ability to supply commercial
quantities of products that enable these applications are important competitive
factors. As the markets for our products expand, particularly with respect to
our semiconductor vacuum instrumentation products, we expect that additional
competition will emerge and that existing competitors may commit more resources
to the markets in which we participate. In particularly competitive markets, we
have reduced the prices on our products in order to maintain market share. For
example, our fittings and valves are especially subject to pricing pressure,
because there is little technical differentiation among competing products.
Increased competition in these markets may lead to further price reductions.

                                       4
<PAGE>

     Our sales and operating profit will depend upon our ability to deliver
products with functional specifications and prices that compete successfully
with those of our competitors, as well as on our ability to manage operating
costs. Some of our competitors may have greater financial, technical and
marketing resources than we do. We cannot assure you that we will be able to
compete effectively in the future.

OUR FAILURE TO PROTECT OUR PROPRIETARY TECHNOLOGY RELATING TO VACUUM
INSTRUMENTATION MAY SIGNIFICANTLY IMPAIR OUR COMPETITIVE POSITION, WHICH COULD
RESULT IN A LOSS OF REVENUES AND PROFITS.

     We rely, in part, on patent, trade secret, copyright and trademark law to
protect our intellectual property. Our future success and competitive position
depend upon our ability to obtain and maintain proprietary technology used in
our principal product families. We have obtained a number of patents relating to
our key product families and have filed applications for additional patents.
There can be no assurance that any pending patent applications will be approved,
that we will develop additional proprietary technology that is patentable, that
any patents obtained by or issued to us will provide us with competitive
advantages or that these patents will not be challenged by any third parties.
Furthermore, there can be no assurance that third parties will not design around
our patents. Any of the foregoing results could harm our competitive position
and result in lost revenue.

     In addition to patent protection, we rely upon trade secret protection for
our confidential and proprietary information and technology. We routinely enter
into confidentiality agreements with our employees. However, there can be no
assurance that these agreements will not be breached, that we will have adequate
remedies for any breach, or that our confidential and proprietary information
and technology will not be independently developed by, or become otherwise
known, to third parties.

     We license technology used in our products from and to third parties. Our
inability to acquire third-party licenses, or to integrate the related
third-party technologies into our products, could result in delays in our
product developments and enhancements until equivalent technologies can be
identified, licensed and integrated. We may also require new licenses in the
future as our business grows and technology evolves. We cannot assure you that
these licenses will be available to us on commercially reasonable terms, if at
all.

     Our commercial success also depends upon our ability to avoid infringing or
misappropriating any patents or other proprietary rights owned by third parties.
If we are found to infringe or misappropriate a third party's patent or other
proprietary rights, we could be required to pay damages to such third party,
alter our products or processes, obtain a license from the third party or cease
activities using such proprietary rights. If we are required to do any of the
foregoing, we cannot assure you that we will be able to do so on commercially
favorable terms, if at all. Our inability to do any of the foregoing on
commercially favorable terms could have a material adverse effect on our
business, prospects, financial condition and results of operations.

     Litigation may be necessary in order to enforce our patents or other
intellectual property rights, to protect our trade secrets, to determine the
validity and scope of the proprietary rights of others, or to defend against
claims of infringement from third parties. Any such litigation could result in
substantial costs and diversion of resources.

THE LICENSE AGREEMENTS WE HAVE ENTERED INTO WITH RESPECT TO OUR ULTRA CLEAN
PROCESSING BUSINESS CONTAIN PROVISIONS THAT COULD DISCOURAGE A TAKEOVER OR
PREVENT OR DELAY A MERGER THAT SHAREHOLDERS BELIEVE IS FAVORABLE.

     Our rights to use the patents, that are licensed to us in connection with
our ultra clean business, will terminate on a change of control of our company
to which Unaxis does not consent. This could make us less attractive as a
takeover target, could reduce the price that investors might be willing to pay
for our shares or ADSs and could result in the market prices of our shares and
ADSs being lower than they would be without these provisions.

OUR INABILITY TO CONVINCE OEMS TO USE OUR PRODUCTS IN THE MANUFACTURING SYSTEMS
THEY SELL COULD WEAKEN OUR COMPETITIVE POSITION.

     Manufacturing systems built by OEMs typically have a lifespan of five to
ten years. OEMs subject components to rigorous and lengthy testing processes
before incorporating them into their systems. Once an OEM has selected a
particular vendor's equipment for a manufacturing system, the OEM generally
relies, to the extent possible, upon that vendor's equipment. As a result, when
another vendor's equipment is incorporated into an OEM's system, we may have

                                       5
<PAGE>

difficulty convincing that OEM to use our products unless there are compelling
reasons for a change, such as significant performance or cost advantages. In
addition, a semiconductor chip manufacturer who purchases a system from an OEM
would typically seek replacement parts only from that OEM's supplier. Inducing
this manufacturer to change suppliers would require a significant sales effort.
Our success, therefore, depends in large part on our ability to convince OEMs to
choose our products for use in each new generation of their equipment. If we are
unsuccessful in doing so, our competitive position may be harmed.

WE MUST COMPETE INTENSIVELY TO ATTRACT AND RETAIN KEY TECHNICAL PERSONNEL TO
HELP MAINTAIN OUR CURRENT LEVEL OF SUCCESS AND TO SUPPORT OUR FUTURE GROWTH.

     Our success depends largely upon the efforts and abilities of our key
managers and other employees, particularly those with expertise in semiconductor
manufacturing and related industries. The loss of key employees or officers
could temporarily impair our ability to effectively manage our business until
new personnel are found. Our future growth and success will depend upon our
ability to attract and retain highly skilled technical, financial, managerial
and marketing personnel. Competition for such personnel in our industry is
intense, and we cannot be certain that we will be successful in attracting and
retaining such personnel.

OUR ABILITY TO EXPAND OUR MANUFACTURING CAPACITY MAY BE LIMITED BY OUR
SUPPLIERS' ABILITY TO MEET OUR REQUIREMENTS.

     During periods of increased demand for semiconductor equipment, we have had
periodic difficulties in receiving sufficient material from some of our
suppliers. These shortages may lead to delays in production and delivery of our
products and may limit our ability to satisfy our customers' demand.

WE HAVE SIGNIFICANT INTERNATIONAL SALES TO CUSTOMERS OUTSIDE THE UNITED STATES.
A REDUCTION IN DEMAND FOR OUR PRODUCTS RESULTING FROM ECONOMIC DOWNTURNS IN ONE
OR MORE OF THE MARKETS WE SERVE MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR SALES
AND PROFITABILITY.

     We distribute our products in many countries around the world.
Approximately 70.3% of our net sales 2000, and approximately 72.0% of our net
sales in 1999 were to customers outside the United States. Our overall success
as a global business depends, in part, upon our ability to succeed in differing
economic, social and political conditions. For example, the markets in Asia, one
of the principal markets for our semiconductor vacuum instrumentation,
experienced significant turbulence in the late 1990s. Our direct net sales to
customers in the Asia-Pacific market represented approximately 26.3% and 19.4%
of our net sales in the years ended December 31, 2000 and 1999, respectively,
and we expect this percentage to increase in the future. Although Asian markets
have recovered from the economic downturn of the late 1990s, future downturns in
these or other markets could reduce our revenues.

     We are also confronted with different legal and regulatory requirements in
many jurisdictions. These include, but are not limited to, tariffs and trade
barriers, requirements relating to withholding taxes on remittances and other
payments by subsidiaries, and different regimes controlling the protection of
intellectual property. Our international operations also expose us to different
local business risks and challenges. For example, we must design local solutions
to manage credit risks of local customers and distributors. We cannot assure you
that we will continue to succeed in developing and implementing policies and
strategies that are effective in each country where we do business.

UNFAVORABLE EXCHANGE RATE FLUCTUATIONS MAY HARM OUR RESULTS OF OPERATIONS.

Our operations are conducted through subsidiaries in many countries. The results
of operations and the financial position of each of these subsidiaries are
reported in its relevant local currency and then translated into U.S. dollars at
the applicable foreign currency exchange rate for inclusion in our combined
financial statements. Exchange rate fluctuations between these foreign
currencies and the U.S. dollar may have a material adverse effect on our
combined financial statements as reported in U.S. dollars.

     We also face transaction risk from fluctuations in exchange rates between
the various currencies in which we do business. We believe that a substantial
portion of the transaction risk of our operations in multiple currencies is
mitigated by our hedging activities, as well as the structural matching that
occurs because many of our operating and financial expenses are incurred in the
same currency in which the sales relating to such expenses are invoiced. This is

                                       6
<PAGE>


particularly the case following the introduction of the Euro. We are
nevertheless exposed to fluctuations in exchange rates between these currencies,
and we may need to raise our prices in response to fluctuations, which could
result in reduced sales. We cannot assure you that our operating profit will not
be materially adversely affected by large exchange rate fluctuations.

     We had (gains) and losses from foreign currency transactions and foreign
exchange contracts of U.S.$136,000, U.S.$379,000, and U.S.$(167,000) for the
years ended December 31, 2000, 1999 and 1998, respectively.

     In addition, our shares are quoted on the SWX Swiss Exchange in Swiss
francs. Although we do not anticipate paying dividends in the foreseeable
future, any cash dividends declared in respect of our shares will be declared in
Swiss francs. Fluctuations in the exchange rate between the Swiss franc and
other currencies, including the Euro and the U.S. dollar, may affect, among
other things, the foreign currency equivalent of the Swiss franc value of an
investment in our shares and of dividends and other distribution payments on the
shares.

WE MUST MAKE EXPENDITURES TO COMPLY WITH ENVIRONMENTAL LAWS AND REGULATIONS
RELATING TO THE PRODUCTION OF OUR VACUUM INSTRUMENTATION PRODUCTS.

     We must comply with environmental laws and regulations relating to the
generation, storage, handling, emission, transportation and discharge of
materials. We require environmental permits to carry out some of our operations,
and these permits are subject to modification and renewal by issuing
authorities. If we violate these environmental laws and regulations, we may be
subject to fines or be prevented from conducting some of our activities. We do
not believe that we will be required under existing environmental laws and
enforcement policies to spend any amounts that will adversely affect our
financial condition or results of operations. However, environmental laws and
enforcement policies have generally become more stringent in recent years. As a
result, we cannot predict the ultimate cost of compliance with these laws.

     Risks Relating to Our Separation from Unaxis

OUR HISTORICAL FINANCIAL INFORMATION MAY NOT BE REPRESENTATIVE OF OUR RESULTS AS
AN INDEPENDENT COMPANY.

     Our consolidated financial statements have been carved out from the
combined financial statements of Unaxis using the historical cost basis of
assets, liabilities and operating results of the Unaxis vacuum instrumentation
operations that comprise our business. Accordingly, the historical financial
information that we include in this annual report does not necessarily reflect
what our financial condition, operating results and cash flows would have been
had we been a separate, stand-alone entity for the periods presented. Unaxis did
not account for us as a separate, stand-alone entity during these periods.

     Our costs and expenses include direct expenses and an allocation from
Unaxis for centralized corporate and infrastructure costs, including finance,
legal, tax, information technology and human resources functions. This
allocation, which was not the result of an arm's-length negotiation with Unaxis,
is based on Unaxis' internal expense allocation methodology which charges these
expenses to operating locations based primarily on net sales. Although we
believe that this allocation methodology is reasonable and allocated costs are
representative of the operating expenses that would have been incurred had we
operated on a stand- alone basis, our consolidated historical financial
information is not necessarily indicative of what our financial condition,
operating results and cash flows will be in the future. We have not made any
adjustments to our historical financial statements to reflect any significant
changes that will occur in our cost structure and operations as a result of our
separation with Unaxis, including the increased costs associated with being a
publicly traded, independent company.

WE ARE NO LONGER ABLE TO RELY ON UNAXIS TO FUND OUR FUTURE CAPITAL REQUIREMENTS,
AND FINANCING FROM OTHER SOURCES MAY NOT BE AVAILABLE ON TERMS AS FAVORABLE AS
UNAXIS COULD OBTAIN.

     In the past, we were part of Unaxis' integrated cash management system in
which we forwarded available cash to Unaxis, and Unaxis provided us with cash
for our operations. Now that we are separated from Unaxis, Unaxis may no longer
provide funds to finance our working capital or other cash requirements. We
cannot assure you that financing from other sources, if needed, will be
available on favorable terms.

                                       7
<PAGE>


     On November 23, 2000, we obtained a working capital credit facility from
Credit Suisse in a maximum amount of U.S.$ 30 million. We believe that this
credit facility provides us with sufficient liquidity to meet our current and
anticipated future capital requirements and business needs. However, in the
future, we may require or choose to obtain additional debt or equity financing
in order to finance our operations, acquisitions or other investments in our
business. Future equity financing will be dilutive to the existing holders of
our shares. Future debt financing could involve restrictive covenants that will
limit the manner in which we conduct our business. In addition, we may not be
able to obtain debt financing on terms as favorable as those Unaxis could
obtain. As a result, our cost of capital could be higher than that reflected in
our historical financial statements.

WE HAVE SIGNIFICANT SALES TO UNAXIS AND ITS AFFILIATES.

     In 2000, Leybold Vacuum, a division of Unaxis, accounted for approximately
9% of our net sales, and other Unaxis entities accounted for an additional 7% of
our net sales. There can be no assurance that, as Unaxis reduces its ownership
interest in INFICON, these companies will maintain similar levels of purchases
from us. In addition, Unaxis has announced its intention to spin off Leybold
Vacuum. A significant decrease in sales to Leybold Vacuum would reduce our
revenues.

IF THE SERVICES WE PURCHASE FROM UNAXIS ARE NOT SUFFICIENT TO MEET OUR NEEDS, OR
IF WE ARE NOT ABLE TO REPLACE THESE SERVICES AFTER OUR AGREEMENTS WITH UNAXIS
EXPIRE, WE MAY BE UNABLE TO MANAGE CRITICAL OPERATIONAL FUNCTIONS OF OUR
BUSINESS.

     Unaxis has agreed to provide services to us, including services related to
financial, accounting, tax, information technology and human resources. Although
Unaxis is contractually obligated to provide us with these services, these
services may not be provided at the same level as when we were a part of Unaxis,
and we may not be able to obtain the same benefits. After the expiration of
these various arrangements, we may not be able to replace the services or enter
into appropriate leases in a timely manner or on terms and conditions, including
cost, as favorable as those we receive from Unaxis.

     Risks Relating to our Shares and ADSs

UNAXIS HAS A SIGNIFICANT INFLUENCE ON OUR COMPANY AND MAY MAKE DECISIONS THAT
ARE NOT IN THE BEST INTERESTS OF ALL SHAREHOLDERS.

     Insider control of a significant proportion of our shares could have an
adverse effect on the market price of our shares and ADSs. Unaxis currently
beneficially owns 19.51% of our shares. In addition, two of our directors are
officers of Unaxis. This could present the potential for a conflict of interest
with respect to areas in which we compete with Unaxis and with respect to
matters related to the agreements between us and Unaxis described under "Major
Shareholders and Related Party Transactions---Related Party
Transactions---Agreements in Connection with our Separation from
Unaxis---Agreements with Unaxis". In light of its stock ownership position and
its representation on our board of directors, Unaxis has significant influence
on the outcome of corporate actions requiring shareholder approval, including
the election of directors, the amendment of our articles of incorporation, and
mergers, consolidations and sales of assets that could give our shareholders the
opportunity to realize a premium over the then-prevailing market price of their
shares. This influence may have the effect of delaying or preventing a change of
control of INFICON, even if this change of control benefits our shareholders
generally.

FUTURE SALES BY UNAXIS COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR SHARES AND
ADSS.

     Sales of our shares in the public market could adversely affect the market
price of the shares and ADSs. All of our shares, are freely tradable in the open
market, except for the shares sold to our executive officers, directors and
employees and the shares held by Unaxis and certain institutional investors
which are subject to lock-up agreements. The shares sold to our directors may be
sold after the expiration of 180-day lock-up agreements, on May 9, 2001. Up to
579,000 additional shares may be sold by Unaxis and certain institutional
investors after the expiration of a 365-day lock-up agreement on November 9,
2001. In addition, none of the 33,450 shares sold to our executive officers and
employees under our two equity purchase programs described below under
"Directors, Senior Management and Employees---Share Ownership" may be sold
before November 9, 2002.

                                       8
<PAGE>


IT MAY BE DIFFICULT TO INITIATE LEGAL PROCEEDINGS OR ENFORCE JUDGMENTS AGAINST
US.

     We were incorporated under the laws of Switzerland and a substantial
portion of our assets are located outside the United States. As a result, it may
be difficult to effect service of process on us or directors who reside in
Switzerland or to enforce judgments in Switzerland based on the civil liability
provisions of the securities laws of the United States. In addition, awards of
punitive damages obtained in courts in the United States may not be enforceable
in Switzerland or other countries where we conduct operations.

THERE MAY NOT BE AN ACTIVE TRADING MARKET FOR OUR SHARES OR ADSS.

     There may not be an active trading market for our shares or ADSs, and the
market price of our shares or ADSs may decline below the current price. We
issued only a limited number of ADSs and there may not be a sufficient amount of
investor interest in the ADSs to lead to the development of a liquid trading
market for the ADSs.

IF YOU HOLD OUR ADSS, YOU ARE UNABLE TO EXERCISE CERTAIN SHAREHOLDER RIGHTS.

     An ADR holder is not being treated as one of our shareholders and is unable
to exercise some shareholder rights. The Bank of New York is the holder of
shares underlying the ADSs. An ADR holder has those rights as set forth in a
deposit agreement among us, The Bank of New York and the ADR holders, described
under "Additional Information---The Rights of ADR Holders". These rights are
different from those of holders of our shares, including with respect to the
receipt of information, the receipt of dividends or other distributions and the
exercise of voting rights. In particular, an ADR holder must instruct The Bank
of New York to vote the shares underlying the ADRs, but only if we ask The Bank
of New York to ask for the ADR holder's instructions. As a result, it may be
more difficult for you to exercise those rights. In addition, there are fees and
expenses related to the issuance and cancellation of the ADRs.

Item 4. Information on the Company

A. History and Development of the Company.

     INFICON Holding AG (commercial name: "INFICON") was incorporated on August
2, 2000 for an indefinite term. INFICON Holding AG is a corporation
(Aktiengesellschaft) organized under the laws of Switzerland. Its registered
office (Sitz) is located at Hintergasse 15 B, 7310 Bad Ragaz, Switzerland. The
telephone number of our registered office is 41-81-300-4980. Our global
headquarters are at Two Technology Place, East Syracuse, New York 13057, United
States. Our telephone number in the United States is 1-315-434-1100. Our address
on the Internet is www.Inficon.com. The information on our website is not
incorporated by reference into this annual report.

     In our initial public offering on November 8, 2000, 1,736,000 INFICON
shares, with a par value of CHF 10 each, directly or in the form of ADSs, were
sold publicly in Switzerland and the United States and to institutional
investors outside Switzerland and the United States. Of the 1,736,000 shares,
315,000 shares were sold by us and 1,421,000 shares were sold by Unaxis as
selling shareholder.

     Prior to our initial public offering, our business was wholly owned by
Unaxis. In order to implement our initial public offering, Unaxis restructured
the corporate ownership of the businesses in its instrumentation group, and
created INFICON Holding AG under the laws of Switzerland to hold the companies
through which we now conduct our operations. These companies have acquired from
Unaxis substantially all of the assets relating to our business.

     In 1999, Unaxis began the process of focusing its business on surface
technology and information technology, including the development, manufacture
and sale of highly advanced semiconductor equipment systems. Unaxis has
divested, or is seeking to divest, businesses which are not consistent with this
new focus. Although our business is also focused on the semiconductor sector of
the information technology market, a number of our customers are manufacturers
of semiconductor equipment systems who compete, or may in the future compete,
with Unaxis. Unaxis' new strategic focus raised a concern that our other
semiconductor equipment systems customers would be reluctant to rely on a
subsidiary of a competitor as a critical supplier and as a partner in developing
solutions for their manufacturing

                                       9
<PAGE>

problems. Accordingly, Unaxis concluded that its investors would recognize
greater value from our business if it were sold than if it were retained as part
of the Unaxis group of companies.

     Unaxis currently owns 19.51% of our shares. Subject to its lock-up
agreement, which expires on November 9, 2001, and general market conditions,
Unaxis currently intends to sell its remaining shares of INFICON. As a result,
we believe that our initial public offering and our independence from Unaxis is
being viewed favorably by our customers and will help to strengthen our customer
relationships.

     We also believe that, as a result of our initial public offering, we have
greater flexibility in managing our operations and pursuing our business
strategy in order to bring greater long-term value to our shareholders. We are
able to use our shares and ADSs as consideration to acquire other companies, and
our employees are able to participate in incentive plans that align their
interests with the interests of our other shareholders. Our initial public
offering has also created a basis for investors to value our business separately
from the business of Unaxis.

     Our capital expenditures amounted to U.S.$3.8 million U.S.$3.3 million and
U.S.$4.9 million, respectively in 1998, 1999 and 2000, respectively. These
amounts were used primarily for the purchase of manufacturing equipment,
tooling, office computer equipment, facility maintenance and leasehold
improvements.

     We had equipment divestitures in the amounts of U.S.$154,000, U.S.$127,000
and U.S.$0, respectively in 1998, 1999 and 2000, respectively.

     The principal investing activities currently in progress are for building
infrastructure changes for our facility in Cologne, Germany and the move to a
new building of our operations in Balzers, Liechtenstein planned for the second
half of 2001. We expect to invest U.S.$4.0 million for these purposes in 2001.
These capital expenditures will be funded with cash from our operations.


B. Business Overview.

General

     We are a leading developer, manufacturer and supplier of vacuum
instrumentation to semiconductor and other industries worldwide. Manufacturers
use our instrumentation for sophisticated testing, analysis, monitoring,
measurement and control applications that improve their productivity and the
quality of their products and processes. Historically, our products have been
designed for customers in a number of diverse industries. In 1997, Unaxis formed
our business by bringing its instrumentation businesses under a single global
management. In connection with this initiative we decided to focus on increasing
our sales to semiconductor and related markets, to rationalize our product
offerings and to consolidate our operations and research and development efforts
to operate more efficiently and support our new focus. We expect to continue to
focus on semiconductor and related markets, because we believe that they are the
largest and fastest growing markets for our products.

     We have two business groups and four major product lines. Our semiconductor
vacuum instrumentation group focuses on semiconductor and related markets with:

o    in situ analyzers, which allow semiconductor chip manufacturers to monitor
     and control their manufacturing processes by providing immediate
     information on the condition of the wafer and on the process and equipment
     parameters; and

o    ultra clean processing products, which employ electrically charged gas
     technology to prepare semiconductor chips and carriers for packaging.

     Our general vacuum instrumentation group serves selected industries,
including the refrigeration and air conditioning and automotive markets, with:

                                       10
<PAGE>


o    leak detectors, which are designed to determine whether any gaseous
     impurities enter vacuum systems and to test system integrity to ensure that
     no environmentally damaging, hazardous or expensive gases escape from
     pressurized, sealed systems; and

o    vacuum control products, which measure and control gas pressures during a
     manufacturing process.

     Based on our knowledge of our competitors and the markets we serve, we
believe that many of our key products maintain leading market share positions,
and that these leading market positions and our competitive strengths will
enable us to take advantage of expected growth in semiconductor and related
markets.

     Our principal customers in our target markets are large manufacturers who
incorporate our products into their vacuum processes and original equipment
manufacturers, or OEMs, who incorporate our products into systems they build for
their customers. In addition, we sell to several large distributors who serve
diverse markets. Our customers are located principally in the United States,
Europe and Asia. As we increase our penetration of the semiconductor industry,
we will continue to build our sales and marketing operations in Asia and the
United States.

Our Competitive Advantages

     We believe that we have leading market shares in the in situ analysis,
ultra clean processing and leak detection markets, and a strong position in the
vacuum control market. We believe we can enhance our market position, growth and
profitability through the following competitive advantages:

o    Market-Driven Technology and Product Innovation. Our customers operate in
     an environment of constant technological change. The cornerstone of our
     strong market position is our investment in technology and product
     innovation to keep pace with these changes. Our investment is made through
     internal product development and the acquisition of advanced technology
     that complements our vacuum instrumentation portfolio. Our engineers and
     technical experts work directly with our customers to develop optimal
     solutions for their manufacturing problems. We seek to translate our
     knowledge of customer process requirements and our advanced technology into
     innovative products that improve our customers' process yield, quality,
     costs and profitability.

o    Global Presence and Comprehensive Customer Support. We have direct sales,
     application support and service centers in 12 countries around the world.
     This global reach is an increasingly critical success factor for a customer
     base that itself is increasingly multinational in scope. Large end users
     have factories worldwide and products sold to OEMs are often exported to
     other parts of the world. Our customers expect us to provide comprehensive
     service and application support at all locations where our products are
     used. We believe we have an excellent reputation for sales, logistic,
     application and service support in all important market areas of the world.

o    State-of-the-Art Enabling Technologies. We maintain major manufacturing
     operations in Syracuse, New York, USA; Balzers, Liechtenstein; and Cologne,
     Germany. Each of these manufacturing locations is highly focused on
     specific product lines. In the last three years, each of our three
     factories has installed state-of-the-art "enabling technologies" aimed at
     providing us with the best available manufacturing efficiency, quality and
     information technology to support our business.

o    Demand-based Manufacturing. We employ a demand-based manufacturing system,
     where products are manufactured upon receiving an order, that enables us to
     manufacture products rapidly and efficiently to meet specific customer
     demands. Combined with aggressive supply chain management, our demand-based
     manufacturing system minimizes inventory, dramatically reduces
     manufacturing cycle times, improves on-time delivery, lowers manufacturing
     costs and improves quality.

o    Total Quality Management and ISO Registration. All our factories were early
     adopters of sophisticated total quality management techniques, including
     extensive employee participation at all levels in team-oriented programs
     aimed at improving product quality and manufacturing process efficiency.
     All our factories were among the earliest to apply for and achieve ISO 9001
     Registration.

                                       11
<PAGE>


     This world-recognized quality methodology mandates that
     companies adhere to, and document their compliance with, stringent
     product/process specifications.

o    Integrated Management Information Systems. We have a company-wide
     integrated management information system which provides us with information
     on our manufacturing, sales, service and accounting functions on a
     real-time basis.

o    Brand Recognition. As a result of our strong market position, there is
     considerable name recognition for INFICON brands. Our name recognition,
     coupled with our reputation for high quality and comprehensive customer
     service, provides significant support for our introduction of new and
     innovative products.

o    Strong and Committed Management Team. We believe that our company benefits
     from a cohesive and highly experienced management team. Our six executive
     officers collectively have over 89 years of experience with INFICON and our
     predecessors and come from several different national backgrounds. We
     believe that we have the leadership we need to continue to leverage our
     competitive advantages in the future.

     While we believe that these competitive advantages will enable us to
compete favorably in the vacuum instrumentation markets, there can be no
assurance that we will continue to do so. We encounter substantial competition
in each of our product lines from numerous competitors. Certain of our
competitors have greater financial and other resources than we do. Other smaller
competitors are well-established in specific product niches making it difficult
to break into those smaller markets. Furthermore, in some cases, semiconductor
chip manufacturers may direct semiconductor capital equipment manufacturers to
use a specified supplier's product in their equipment. Our success accordingly
depends in part on our ability to have semiconductor chip manufacturers specify
that our products be used at their manufacturing facilities. We may encounter
difficulties in changing established relationships of competitors with a large
installed base of products at those customers' manufacturing facilities.

Our Strategy

     Our principal business objective is to exploit our core competence in
vacuum technology to increase our sales, cash flow and profitability. We seek to
maintain and enhance our position as a premier supplier of vacuum-related
instrumentation to semiconductor, refrigeration and air conditioning, automotive
and other selected industrial markets. In this regard, we intend to:

o    Focus on the High-growth Semiconductor and Related Markets. We intend to
     focus our sales and marketing, product development efforts and potential
     future acquisitions on the semiconductor and related markets, which are the
     largest and fastest growing markets for vacuum- related instrumentation.
     Our line of products for in situ analysis enables semiconductor
     manufacturers to monitor and control the vacuum manufacturing process
     directly, without the need for time consuming external analysis to
     determine product defects and process malfunctions. We believe that our in
     situ analysis products are well-positioned to benefit from the trend toward
     more difficult manufacturing processes in the semiconductor industry
     necessary because of the demand for smaller, faster and more complex chips.
     Our ultra clean processing product line permits rapid damage-free surface
     preparation for semiconductor packaging using highly efficient,
     environmentally sound electrically charged gas technology. Our latest
     generation of vacuum gauge products has been enjoying increased sales to
     semiconductor manufacturers. We believe that our technological expertise
     and market knowledge will continue to enable us to introduce new products
     and increase our market share in semiconductor and related industries.

o    Invest in Technological Innovation. We intend to continue to invest in
     product and process innovation in order to provide technologically advanced
     products to our customers. Industries whose manufacturing processes use
     vacuum systems, in particular the air conditioning, refrigeration,
     automotive, semiconductor and thin-film coating industries, require
     increasingly sophisticated instrumentation. For example, we have developed
     and will continue to develop more sophisticated leak detectors to meet the
     increasing demand for such instrumental equipment in the automotive


                                       12
<PAGE>



     industry. In the semi conductor industry, the trend from 200mm diameter to
     more expensive 300mm diameter wafers has necessitated more rapid fault
     detection with reduced reliance on test wafers. Our line of mass
     spectrometers and other products for in situ analysis permits customers to
     monitor and control the semiconductor manufacturing process within the
     process chamber. We generally seek to introduce innovative, high-margin
     products that will enable us to maintain profitability in a competitive
     market.

o    Strengthen Our Position in Core Geographic Markets. The United States and
     Asia are the strongest markets for the semiconductor business. These are
     already the largest markets for our semiconductor vacuum instrumentation,
     and we are further strengthening our sales, distribution and customer
     service and support infrastructure in these areas to meet the rising
     demand.

o    Maintain the Strength of the INFICON Brand. We intend to continue to
     promote the image of quality, reliability, high performance and innovation
     associated with the INFICON brand. We have developed our reputation by
     offering customers technologically advanced products and providing
     responsive customer support services. We believe that our strong brand
     awareness, brand loyalty and reputation for superior products enhance our
     competitiveness and provide us with a solid foundation for future growth.
     We intend to maintain the efforts that have already cemented customer
     loyalty to the INFICON brand.

o    Enhance Our Distribution Channels to Reach Distinct Customer Bases. We have
     developed specialized sales forces to target our distinct customer
     segments. In our semiconductor and related markets, we employ a specially
     trained force of direct sales, service and application support
     professionals. Similarly, we have a specialized group of sales distributors
     and representatives who concentrate exclusively on the refrigeration and
     air conditioning industry. In the more diffuse markets for general vacuum
     instrumentation, we distribute our products through vacuum pump
     manufacturers, who have developed strong relationships with small to
     mid-size vacuum instrumentation users. We intend to continue to use our
     specialized sales forces to build strong customer relationships in our
     major industrial and geographic markets.

o    Continue to Improve Manufacturing Efficiency. In order to maintain the
     highest quality standards, we focus our internal manufacturing efforts on
     our core proprietary vacuum sensor and accessory technology, on the final
     assembly of our products and on quality assurance. We outsource the
     construction of most other parts and components, including circuit boards,
     mechanical assemblies and housings. This strategy enables us to focus on
     our key technologies that have been central to our success and on assuring
     the high quality of our products, while reducing the capital investments
     and fixed costs associated with non-core activities. In addition, we
     believe that this manufacturing approach significantly reduces our
     susceptibility to periodic downturns in the volatile semiconductor market.
     We also use a demand-based manufacturing system to reduce inventory cycle
     times and production defects, and our Total Quality Management Programs and
     ISO registration support our objectives of improving business practices and
     product quality to increase profitability.

o    Pursue Strategic Acquisitions. We intend to pursue strategic acquisitions
     to strengthen our position in existing markets and to expand our
     international presence. We may also consider strategic acquisitions that
     could enhance our product offerings and technological platforms. We intend
     to pursue acquisition targets that we believe are consistent with our
     principal product focus and will add value to our shareholders in the
     medium- to long-term.

Our Principal Products

     We develop, manufacture and supply products in two principal areas:

o    semiconductor vacuum instrumentation; and

o    general vacuum instrumentation.


                                       13
<PAGE>


     Our semiconductor vacuum instrumentation generally consists of
technologically advanced products developed specifically for use in
semiconductor and related applications. For the years ended December 31, 2000
and 1999, respectively, we estimate that approximately 65%, and 54%,
respectively, of our sales in the semiconductor vacuum instrumentation segment
were to semiconductor and related markets. The remaining net sales of this group
were to distributors who resell our product under their own private-label brands
to customers we are unable to track, and from products originally designed for
the semiconductor market which we have adapted for use in other industries. Our
general vacuum instruments are versatile products which typically can be used in
multiple applications. For the years ended December 31, 2000 and 1999,
respectively, we estimate that approximately 14% and 10%, respectively, of our
sales in the general vacuum instrumentation segment were to semiconductor and
related markets. In both segments, our sales to semiconductor and related
markets were significantly lower in 1998 than in 1999 and 2000.

     Semiconductor Vacuum Instrumentation

     Our semiconductor vacuum instrumentation consists of two principal product
lines: in situ analysis and ultra clean processing.

In Situ Analysis

     Our in situ sensors and integrating software are used in front-end chip
manufacturing to provide process verification and control, including immediate
and automatic feedback to the process equipment or a process engineer on any
faults detected and their probable cause. Net sales from our in situ analysis
business for the years ended December 31, 2000, 1999 and 1998, respectively were
U.S.$54.2 million, U.S.$36.7 million and U.S.$ 31.9 million, respectively.

     As the cost of wafers increases and the requirement for faster fault
detection becomes more critical, we believe that the industry will conduct more
and more of these analyses in the process chamber itself, leading to growth in
the in situ analysis market. The Semiconductor Industry Association's National
Technology Roadmap for Semiconductor Manufacturing supports this expectation.

     Products. Our in situ analysis product offerings include the following:

     Wafer State Sensors

o    OES1200. The OES1200 is an optical emission spectrometer which is used to
     determine the end-point of etch processes. This product's design allows
     customers to determine the end point in the most difficult etch processes.

o    Thin Film Deposition Controllers. Our thin film deposition controllers
     determine the thickness of a material deposited in a batch evaporation
     process. Although these processes are less common in semiconductor
     processing today, they are still used for very specific applications. They
     are used more frequently in depositions in the optical industry, including
     both high-precision, scientific optics and consumer optics. Recently, they
     have found use in the manufacture of dense wavelength division multiplexing
     thin-film optical filters.

     Process State Sensors

o    Gas Analyzers. Our gas analyzers are well established in the semiconductor
     market as diagnostic tools to aid process engineers in determining the
     source of contaminant gases. They also find use in continuously monitoring
     the manufacturing process for the presence of contaminant gases and for
     verifying the presence of desired process gases. Our gas analyzers use mass
     spectrometer technology. Our products include a photoresist detector
     designed to stop a physical vapor deposition process if a wafer is
     contaminated with photoresist.

o    Composer. The Composer, based on acoustic resonance technology, monitors
     and controls the reactant feedgas to ensure that the gas concentration is
     constant. The Composer is applied most frequently in metal organic chemical
     vapor deposition applications.

                                       14
<PAGE>


     Integration Software

o    FabGuard. The FabGuard software takes data from the in situ analysis
     sensors, integrates that data with data from the process equipment itself,
     and condenses and analyzes it to provide the process engineer with
     actionable information. Alternatively, the engineer can choose to have
     FabGuard automatically send control commands directly to the process
     equipment. The software is typically sold in conjunction with our in situ
     analysis sensor products or separately as an upgrade for use with the
     products.

     To address the broader, non-semiconductor market for gas analysis, we adapt
and package our mass spectrometers for distribution through Pfeiffer Vacuum, a
vacuum pump manufacturer. Thus, we leverage our product development efforts and
technology without diminishing our direct sales force's focus on the
semiconductor and related markets.

     Because the semiconductor market is in a constant state of technological
change, we must continually innovate and produce both next-generation products
and new products for evolving applications. Our internal development is twofold:
(1) adapting our hardware technologies for changing applications and (2)
increasing our emphasis on software development. In addition, we remain alert to
new technology acquisitions that would enhance our offering of in situ analysis
sensors and software capability.

Ultra Clean Processing

     The final stage of semiconductor processing is packaging. The individual
semiconductor chip that has been manufactured in the front-end process must be
attached and electrically connected to a chip carrier in the back-end process.

     A chip carrier provides the leads through which a chip communicates with
the outside world. Chip carriers also mount individual chips during the assembly
process. The final step in the back-end manufacturing process is to encapsulate
the assembled chip carrier with the attached semiconductor chip in a molded
plastic package. It is this finished product which is installed into electronic
devices, such as personal computers.

     Semiconductor chips are attached to their chip carriers and packages with a
high number of very fine leads. The latest generation packages for high
performance chips include a variety of designs, such as plastic ball grid array,
flip chips and chip scale packaging. Any contaminants on the chip, wires, lead
frame or plastic package can cause the finished product to fail.

     Our ultra clean processing product is designed for damage-free cleaning of
these critical and sensitive surfaces without the use of toxic substances. Net
sales from this product line for the years ended December 31, 2000, 1999 and
1998, respectively were U.S.$ 11.8 million, U.S.$ 5.5 million and U.S.$ 4.5
million, respectively.

     Products. Our ultra clean processing products use sophisticated
electrically charged gas technology, which cleans chips and chip carriers by
chemical reactions that occur on the surfaces of the chips and chip carriers,
rather than by physical abrasion, which is more likely to damage the sensitive
leads. This patented technique has proven particularly useful for cleaning chips
which are intended for mobile communications, because they are extremely small
and sensitive to damage from an abrasive cleaning process. In addition, our
ultra clean processing products do not use any toxic substances which could harm
personnel or the environment.

     The largest application of our ultra clean processing products is in
plastic ball grid array packaging, which is an advanced technology for chips
used in wireless communications. In July 2000, Dataquest predicted that the
market for plastic ball grid arrays would grow at an annual compound growth rate
of 27% from 1999 to 2003.

     Semiconductor Vacuum Instrumentation Market

     Our customers for in situ analysis include semiconductor chip
manufacturers, such as IBM, Motorola and Samsung; OEMs such as Applied
Materials, Tokyo Electron and Novellus; optics manufacturers or optical coating

                                       15
<PAGE>


OEMs which use our thin film deposition controllers, such as Zeiss and Anelva;
and a private label distributor, Pfeiffer Vacuum. Semiconductor chip
manufacturers constitute the larger part of the market. Geographically, the
semiconductor market is concentrated in Asia and the United States.

     The market for our ultra clean processing products is highly concentrated
with only eight customers representing 80% of the market. Geographically, the
market is concentrated in Asia. Our customers for ultra clean processing include
ASAT, Lucent Technologies, SPIL and ST Microelectronics.

     General Vacuum Instrumentation

     We have two product lines which serve general vacuum applications: leak
detection and vacuum control.

     Leak Detection

     Our leak detection products are used for a wide variety of purposes in
numerous industries. They are used in vacuum applications, for example, to
confirm the integrity of a vacuum chamber, and in the maintenance of gas lines,
which must be airtight. We offer two families of leak detectors: helium leak
detectors and refrigerant leak detectors.

     Helium leak detectors are used by manufacturers for quality control in a
broad range of applications. They are used primarily to test the integrity of a
container, whether it is a vacuum chamber or a pressurized container. The
central element of any leak detector is a sensor which is designed to detect the
presence of a certain gas. Helium is an ideal gas for use in leak detection
because (1) helium atoms are very small and can seep through the tiniest cracks
in a chamber and (2) helium is not commonly found in the atmosphere, so the
likelihood of false readings is reduced. A typical helium leak detection process
involves pressurizing a container with helium, sealing the container and using
sensors to detect if any helium leaks out. Another technique is to evacuate the
container, expose it to a helium environment and use the sensors to detect the
presence of helium inside the container. Our helium leak detection products
perform both of these functions and range in size from portable to large
cabinet-sized units.

     Refrigerant leak detectors have sensors that can detect a range of
refrigerant gases. Refrigerant leak detectors are often used in conjunction with
helium leak detectors. For example, manufacturers of refrigeration systems will
initially test a refrigeration coil with a helium leak detector to ensure that
the chamber is leak-free. Later in the manufacturing process, the coil is filled
with refrigerant, resealed and then tested with a refrigerant leak detector to
assure integrity of the final seal. Our refrigerant leak detection products
range in size from large units which are used in assembly lines to small,
hand-held units that are used by air conditioning repairmen.

     Net sales for our leak detection business for the years ended December 31,
2000, 1999 and 1998, respectively were U.S.$ 53.9 million, U.S.$ 41.6 million
and U.S.$ 37.3 million, respectively.

     Products. Our most important leak detector products include the following:

     Helium Leak Detectors

o    UL500. The UL500 is our cabinet-sized model which provides fast leak
     detection capability for very large vacuum chambers. It is widely used in
     the semiconductor industry to perform leak detection tests on high volume
     chambers, especially by equipment manufacturers.

o    UL200 family. The UL200 family of leak detectors consists of portable
     helium leak detectors which provide flexibility and speed for our customers
     in a wide range of industries. They are typically used for leak tests on
     smaller parts and for maintenance purposes. Their ease of use and high
     quality performance have contributed to their widespread use.

o    Protec. The Protec leak detector is often used in the automotive and
     refrigeration and air conditioning industries to test the integrity of a
     system before it is charged with refrigerant. This quality control measure
     helps manufacturers ensure that resources are not wasted by charging faulty
     systems with refrigerant.


                                       16
<PAGE>


o    LDS1000. The LDS1000 is designed for OEMs to incorporate into the larger
     leak test systems they build.

     Refrigerant Leak Detectors

o    Ecotec II. The Ecotec II is used in assembly lines in the automotive and
     refrigeration and air conditioning industries. The Ecotec II can
     differentiate among refrigerants and is used to perform a final quality
     control test on systems after they are charged.

o    HLD4000. The HLD4000 is a lower-cost instrument used by manufacturers where
     refrigerant differentiation requirements are less stringent.

o    D-Tek family. The D-Tek family of leak detectors consists of hand-held
     units which are used by field service technicians in the refrigeration and
     air conditioning and automotive industries.

     We plan to continue to develop new leak detection products to expand the
range of leak detection applications and to serve our existing customers'
changing needs. For example, we recently developed the Contura Z, a leak
detector designed for the food packaging industry.

     Markets. Our largest markets for leak detectors are the refrigeration and
air conditioning, automotive and semiconductor markets. In the refrigeration and
air conditioning market, our key customers include Carrier, Whirlpool and York
International. In the automotive market, our customers include DaimlerChrysler,
Delphi Automotive Systems and Eaton Aeroquip. Our leak detector customers in the
semiconductor industry include Applied Materials, IBM and LAM Research. The
users of our D-Tek leak detectors are service technicians whom we reach through
third-party distributors. In addition, we serve other markets that require
sensitive leak detection, such as power plants, airplane manufacturers, printer
manufacturers, petroleum companies and research and development institutes.

     The market for leak detectors is global. We believe that we are a strong
leader in the European market and that we are well established in the United
States and South America. We also plan to continue expanding our presence in the
Asian market for leak detectors. We are a recognized provider of leak detectors
to the Chinese refrigeration and air conditioning market, and we intend to use
our Singapore office to pursue opportunities in countries such as Thailand,
Malaysia, the Philippines and Indonesia.

     Vacuum control

     Our vacuum control products include gauges, valves and fittings. Gauges
enable our customers to monitor gas pressures during various stages of the
manufacturing process. Gauges vary widely in design depending on the pressure
range and the application. Valves, which control gas flow, and fittings, which
are used to connect components to a vacuum chamber, are used in all vacuum
systems.

     Net sales generated by our vacuum control products for the years ended
December 31, 2000, 1999 and 1998, respectively were U.S.$ 50.2 million, U.S.$
46.3 million and U.S.$ 44.6 million, respectively.

     Products. Our principal vacuum control products include the following:

o    Capacitance Diaphragm Gauge. Capacitance diaphragm gauges are used in a
     wide variety of applications to provide precise pressure measurement within
     a narrow pressure range. Our SKY capacitance diaphragm gauge features a
     ceramic diaphragm which provides higher accuracy, stability, longer life
     and greater resistance to corrosive gases than conventional metal
     diaphragms. These benefits are possible because ceramic has some advantages
     over metal, such as better thermal and chemical characteristics and less
     propensity to fatigue.

o    Bayard Alpert and Penning Gauges. These high-vacuum gauges provide reliable
     pressure measurement in a wide range of industries including optical
     coating, space simulation and heat-treating, as well as semiconductor
     manufacturing processes. Our transmitter gauges are particularly

                                       17
<PAGE>


     well suited for incorporation in OEM vacuum systems because they function
     as "smart sensors" requiring no additional controllers.

o    Pirani Gauge. Our Pirani gauge is the most cost-effective product we offer
     to measure moderate vacuum ranges directly or as part of a pumping system
     in applications such as thin film coating, analytical instrumentation or
     research and development.

o    Combination Gauge. Our combination gauge integrates a low-vacuum gauge, a
     high-vacuum gauge and an electronic controller into one compact measuring
     device. These innovative gauges enable customers to replace two traditional
     gauges and a controller to provide a cost-effective way to measure a wide
     range of pressures. We intend to expand our range of combination gauges
     into other semiconductor and thin film coating applications.

o    Valves and Fittings. We offer a wide range of valves and fittings for a
     variety of vacuum applications.

o    Gas Dosing Controller. Our gas-dosing controller has two different valves
     that act as a complete, integrated upstream control system for a variety of
     vacuum applications. This device has been specifically designed to control
     pressure by communicating with all our gauges. We believe that the option
     of buying the combination of a gauge, a valve and a controller from one
     supplier is attractive to our customers because it reduces complexity and
     cost.

     Markets. Gauges, valves and fittings are used in all vacuum applications in
a range of industries. We focus on serving OEMs and manufacturers of vacuum
pumps. The market for valves and fittings is characterized by high price
competition, low barriers to entry and less technical differentiation among
competing products. The target customers of our gauges, valves and fittings
products fall into three general categories:

o    Manufacturers of vacuum pumps, who distribute our products under their own
     private-label brands to small-end users with industrial, analytical
     instrumentation and research and development applications. Our
     private-label customers typically require a wide array of our products to
     fit into their lines of vacuum pumps. Our largest customers in this
     category are Leybold Vacuum and Pfeiffer Vacuum.

o    Large OEMs, including semiconductor and non-semiconductor coating equipment
     manufacturers. Our large OEM customers generally use large quantities of
     products specifically geared toward their applications. Our largest
     customers in this market segment are Singulus Technologies and Unaxis. We
     have recently received orders for our gauges from Applied Materials,
     Novellus and TEL, and we intend to continue our efforts to increase sales
     to large OEM customers.

o    Large end-users who purchase replacement parts.

     The fastest growing market for vacuum control is the semiconductor market,
and we believe that the demand for the products sold to this market, such as
capacitance diaphragm gauges, will grow significantly. Growth in other market
segments may be limited because of price competition and trends toward the use
of combination gauges to replace multiple stand-alone gauges. We intend to
pursue growth in this product line by focusing our sales efforts on the
semiconductor industry and intensifying our sales efforts in the United States
and Asia.

     For a breakdown of our total net sales by segments and by geographic
market, please see "Operating and Financial Review and Prospects---Results of
Operations."

Sales and Marketing

     We sell our semiconductor vacuum instrumentation products primarily through
our direct sales force, which is critical to our strategy of maintaining close
relationships with semiconductor chip manufacturers and OEMs. We have direct
sales organizations in China, France, Germany, Hong Kong, Japan, Korea,
Liechtenstein, Singapore, Taiwan, the United Kingdom and the United States. We
sell our general vacuum instrumentation products primarily through the vacuum
pump sales forces of our distributors. We also have sales representatives and
agents who sell our leak detectors

                                       18
<PAGE>


in other countries, such as Argentina, Brazil, Canada, Denmark, Israel and
Mexico. For the year ended December 31, 2000, approximately 47% of our sales
were through our direct sales force and approximately 53% were to distributors.


     The following table shows where we direct our worldwide operations for each
product line:


Product Line                               Location

In situ analysis........................   Syracuse, New York, USA
Ultra clean processing..................   Balzers, Liechtenstein
Leak detection..........................   Cologne, Germany
Vacuum control..........................   Balzers, Liechtenstein


     Our largest customer, Pfeiffer Vacuum, accounted for 14%, 17% and 20% of
total net sales in 2000, 1999 and 1998, respectively. Our next largest customer
is Unaxis. Leybold Vacuum, a division of Unaxis, accounted for 9%, 8% and 8% of
total sales in 2000, 1999 and 1998, respectively. Various other Unaxis entities
accounted for 7%, 10% and 15% of total net sales in 2000, 1999 and 1998,
respectively. The next six largest customers accounted in the aggregate for 15%,
8% and 10% of total net sales in 2000, 1999 and 1998, respectively.

Customer Service and Support

     We believe that strong customer service and support is an important factor
in creating and maintaining the long-term customer relationships which are
critical to our success. Customer service and support covers such varied
functions as installation, training, on-site or telephone applications advice
including data interpretation, field repair and maintenance and factory repairs.
The functional lines between service/repair, technical support, sales and
marketing are blurred because all customer contact people strive to meet the
demands of our customers. Some forms of support are included in the price of the
product; others are paid based on a service contract or a one-time arrangement.
The nature of the product, the application and the marketing concept determine
the particular approach used.

     Because we address global markets, our customer service and support is also
global. We have personnel located in China, France, Finland, Germany, Hong Kong,
Japan, Korea, Liechtenstein, Singapore, Taiwan, the United Kingdom and the
United States. In addition, many of our distributors also provide customer
service and support.

Research and Development

     We firmly believe that market-driven innovation is the key to success in
our fast-moving industry. We invest heavily in product research and development,
particularly in the semiconductor vacuum instrumentation segment. We also pursue
technology acquisitions in the semiconductor and related markets when
appropriate. Our research and development staff works closely with our marketing
personnel and our customers to establish product innovation projects and goals.
We strive to minimize the time-to-market of our innovations, and we are
committed to developing and maintaining strong proprietary positions through
patents and other intellectual property rights.

     For the years ended December 31, 2000, 1999 and 1998, respectively, our
research and development expenditures were U.S.$ 11.0 million, U.S.$ 11.5
million and U.S.$ 13.0 million, respectively, which represented approximately
6.5% and 8.9% and 11.0% of net sales, respectively.

Patents and Other Intellectual Property Rights

     We rely on a combination of patent, trademark, copyright and trade secret
protection, as well as license arrangements, in the United States and in other
countries, to establish and protect our proprietary rights in our products and
our business. Although our intellectual property is important to our business,
we are not substantially dependent on any single patent, trademark, copyright or
trade secret.

                                       19
<PAGE>

     We have approximately 110 patents and patent applications. We intend to
file additional applications as we deem appropriate. We also own approximately
50 trademarks and trademark applications. In addition, we have copyrights
related to our business, including copyrights in computer software.

     We have entered into intellectual property license agreements with Unaxis
entities as part of the reorganization. Under these license agreements, the
Unaxis entities license certain intellectual property rights to us, and we
license certain intellectual property rights to the Unaxis entities. See "Major
Shareholders and Related Party Transactions---Related Party
Transactions---Agreements in Connection with our Separation from
Unaxis---Intellectual Property Assignment and License Agreements" for a
description of these license agreements.

     In addition to patent, trademark and copyright protections, we rely on
trade secret protection for our confidential and proprietary information and
technology. We routinely enter into confidentiality agreements with our
employees and contractors, pursuant to which they agree to maintain the
confidentiality of all our proprietary information and to assign to us all
inventions made while in our employ.

     We cannot assure you that any of our pending patent or trademark
applications will be granted, that we will develop additional proprietary
technology or that any of our proprietary technology will provide us with
competitive advantages. Moreover, despite our efforts to protect our proprietary
rights, unauthorized parties may attempt to copy or otherwise obtain and use our
products or technologies. Monitoring unauthorized use of our technology is
difficult, and we cannot be certain that the steps we have taken will prevent
unauthorized use of our technology, particularly in countries where the laws may
not protect our proprietary rights as fully as in the United States.

     Finally, there has been substantial litigation regarding patent and other
intellectual property rights in our industries. In the future, we may be a party
to litigation to protect our intellectual property or to respond to allegations
that we infringe third-party intellectual property rights. An assertion that our
products infringe third-party proprietary rights would force us to defend
ourselves against the alleged infringement. If we are unsuccessful in any
intellectual property litigation, then we may be subject to significant
liability for damages and loss of our proprietary rights. Intellectual property
litigation, regardless of its success, would likely be time-consuming, expensive
and would divert management time and attention. Any of the foregoing results
could have a material adverse effect on our business, prospects, financial
condition or results of operations.

Manufacturing, Source of Supply and Quality Control

     We concentrate our in-house operations on the manufacture of our core
proprietary vacuum sensor technology and the final assembly of our products in
order to assure the highest quality standards. We outsource all "non-core"
manufacturing, such as printed circuit boards, mechanical assemblies and
housings. This practice allows us to concentrate on those areas that are key
success factors, while reducing our investment and fixed costs associated with
non-core activities. In this manner, we strive to reduce our cost vulnerability
in periodic downturns associated with the high-growth, but volatile,
semiconductor market.

     Manufacturing is conducted primarily in three locations: Syracuse, New
York; Cologne, Germany; and Balzers, Liechtenstein. We employ a demand-based
manufacturing system to reduce our inventory, cycle times and defects. Also,
both our quality management programs and our ISO registration stress
team-driven, continuous improvement and comprehensive documentation of process
and product specifications.

     Suppliers are certified to meet our standards for quality, delivery and
financial stability. In a few instances, we have sole-source relationships with
suppliers.

Competition

     The markets for our products are highly competitive. In all our markets, we
compete primarily on the basis of the following factors:

o    performance and features;

o    quality and reliability;


                                       20
<PAGE>

o    on-time delivery;

o    price;

o    range of products;

o    historical customer relationships;

o    applications expertise;

o    manufacturing capacity; and

o    customer service and support.

     With respect to our semiconductor vacuum instrumentation, the most
important competitive factors are performance and features, applications
expertise and historical customer relationships. With respect to our general
vacuum instrumentation, the most important competitive factors are price,
customer service and support and manufacturing capacity.

     In some instances, especially with respect to vacuum control, our success
depends to a large extent on our ability to convince OEMs to use our products in
the manufacturing systems that they produce. Manufacturers are generally
hesitant to substitute brands when replacing parts on their manufacturing
systems without time-consuming evaluations. As a result, the company whose
vacuum components are specified into a manufacturing system at the time of
initial system design enjoys great potential for subsequent sales of replacement
parts.

     We encounter substantial competition in each of our product lines from
numerous competitors, although there is no one competitor that competes with us
across all our product lines. Our major competitors in the in situ analysis
market are MKS Instruments, Stanford Research Systems and ULVAC Technologies.
Our major competitors in the ultra clean processing market are E&R Engineering,
March Instruments and TePla. Our major competitors in the leak detection market
are Alcatel, Varian and Ulvac. Our major competitors in the vacuum measurement
market are BOC Edwards, Helix Technologies, Millipore and MKS Instruments. Our
major competitors in the vacuum components market are BOC Edwards, MDC, Nor-Cal
Products, Varian and VAT. Our assessments of our competitive position have been
derived by comparing our sales to our estimates of our competitors' sales as
well as general market conditions.

Seasonality

     Our net sales and results of operations are seasonally affected by the
summer vacations of our suppliers' and customers' employees. As a result, our
net sales and results of operations are usually lower in the third quarter of
each calendar year. This seasonality causes our operating results to vary from
quarter to quarter.

Sources and Availability of Raw Materials

     It has been our experience that the raw materials used for our products are
generally readily available at relatively stable prices. Any scarcity in raw
materials used for our products has always been limited to a very small portion
thereof and has never had a material adverse effect on our business or financial
condition.

                                       21
<PAGE>


C. Organizational Structure.

     INFICON Holding AG is the parent company of the INFICON group which
operates from 11 different countries and consists of a parent company, four
manufacturing companies, six sales subsidiaries and a management company located
in Bad Ragaz, Switzerland which performs administrative, intercompany financing
and intellectual property management functions. The organizational structure of
INFICON group is as follows:


                               [GRAPHIC OMITTED]

[The material in this position was originally depicted as an Organizational
Chart which is further described in the next paragraph which sets forth the
names of, and other information regarding our subsidiaries.]





                                       22
<PAGE>


     The following table sets forth the legal name, location (and country of
incorporation) and percentage ownership of each of our subsidiaries.


Subsidiary Name                Location                  Ownership Percentage

INFICON Inc.................   United States of America                  100%
INFICON AG..................   Liechtenstein                             100%
INFICON GmbH................   Germany                                   100%(1)
INFICON GmbH................   Switzerland                              99.5%
INFICON Aaland Ab...........   Finland                                   100%
INFICON Ltd.................   United Kingdom                            100%
INFICON S.A.R.L.............   France                                    100%
INFICON Co., Ltd............   Japan                                     100%
INFICON Ltd.................   Taiwan                                    100%
INFICON Ltd.................   Korea                                     100%
INFICON Pte. Ltd............   Singapore                               99.99%
INFICON Ltd.................   Hong Kong                               99.96%

(1)  This subsidiary is held through our Swiss subsidiary INFICON GmbH. All
     other subsidiaries are held directly by INFICON Holding AG.

D. Property, Plants and Equipment.

     Our global headquarters are located in Syracuse, New York, USA, and our
manufacturing facilities include the following:

<TABLE>
<CAPTION>

                                Owned or   Expiration
Location of Facility             Leased     of Lease     Size (sq.ft.)(1) Primary Products
--------------------            --------   ----------    ---------------------------------
<S>                              <C>          <C>            <C>
Syracuse, New York, USA.......   Owned         N/A           150,000 In situ analysis
Balzers, Liechtenstein(2).....   Leased       2001           130,000 Vacuum control
                                                                     Ultra clean processing
Cologne, Germany(3)...........   Leased       2010            50,000 Leak detection
Mariehamn, Finland............   Leased       2002            15,000 Vacuum measurement
</TABLE>


----------

(1)      This figure includes gross space, i.e., including traffic and
         utility areas.

(2)      We intend to relocate our operations to a new facility in the second
         half of 2001. In connection with this move, we expect to incur capital
         expenditures of approximately U.S.$3 million to outfit the new facility
         for our requirements.

(3)      We are currently in the process of relocating a part of our operations
         to other buildings in the same building complex. In connection with
         this relocation, we estimate to incur capital expenditures of
         approximately U.S.$1 million.


Item 5. Operating and Financial Review and Prospects

     YOU SHOULD READ THE FOLLOWING DISCUSSION TOGETHER WITH THE REST OF THE
ANNUAL REPORT, INCLUDING OUR CONSOLIDATED FINANCIAL STATEMENTS AND RELATED
NOTES. THE RESULTS DESCRIBED BELOW ARE NOT NECESSARILY INDICATIVE OF THE RESULTS
TO BE EXPECTED IN ANY FUTURE PERIODS. THIS DISCUSSION CONTAINS FORWARD-LOOKING
STATEMENTS BASED ON CURRENT EXPECTATIONS, WHICH INVOLVE RISKS AND UNCERTAINTIES.
ACTUAL RESULTS AND THE TIMING OF CERTAIN EVENTS MAY DIFFER SIGNIFICANTLY FROM
THOSE PROJECTED IN THESE FORWARD-LOOKING STATEMENTS, DUE TO A NUMBER OF FACTORS,
INCLUDING THOSE SET FORTH IN THE SECTION ENTITLED "RISK FACTORS" AND ELSEWHERE
IN THIS ANNUAL REPORT.

Overview

     We are a leading developer, manufacturer and supplier of vacuum
instrumentation to semiconductor and other industries worldwide. Up until the
public offering in November 2000, our business was wholly owned by Unaxis
Holding AG. Historically, our products have been designed for customers in a
number of diverse industries. In 1997, Unaxis formed an instrumentation group by
bringing its Balzers, Leybold and INFICON instrumentation

                                       23
<PAGE>

businesses under a single global management. In connection with this initiative,
we decided to focus on increasing our sales to semiconductor and related
markets, to rationalize our product offerings and to consolidate our operations
and research and development efforts to operate more efficiently and support our
focus. The consolidation, which was completed in mid-1999, allowed us to reduce
our personnel costs and other manufacturing overheads and achieve economies of
scale. We are continuing to enhance our presence in the semiconductor and
related markets, because we believe they are the largest and fastest growing
markets for our products.

     We operate in two business segments: the semiconductor vacuum
instrumentation segment and the general vacuum instrumentation segment. We have
two major product lines that we include in the semiconductor vacuum
instrumentation segment: our in situ analysis and our ultra clean processing
product lines. The products we sell in our semiconductor vacuum instrumentation
segment are technologically advanced products, which were developed for use in
various semiconductor-manufacturing applications. Although we sell some of these
products outside of the semiconductor market, our general level of sales of
these products is sensitive to the cyclical fluctuations of the semiconductor
equipment market, which is generally more volatile than the semiconductor chip
manufacturing market. For the year 2000 and the year 1999, we estimate that
approximately 65% and 54%, respectively, of our sales in this segment were to
semiconductor and related markets such as manufacturers of semiconductor chips,
flat screen televisions and monitors, computer disc drive components and various
electronic storage media, such as compact discs, digital video discs and floppy
discs. While the semiconductor chip manufacturing market has been highly
cyclical, it has shown improvement during 1999 and 2000. This has resulted in
increased demand for our products. As a result the revenue growth of our
semiconductor instrumentation segment during 2000 has been greater than the
growth rate of our general vacuum instrumentation segment.

     Our other segment, general vacuum instrumentation, consists of versatile
products, which are suitable for multiple applications in many manufacturing,
and industrial markets. Our products in this segment fall into two product
lines: our leak detection and our vacuum control product lines. These products
are used in many markets, including air conditioning, refrigeration, automotive
and semiconductor manufacturing. For the year 2000 and the year 1999, we
estimate that approximately 14% and 10%, respectively, of our sales in this
segment were to semiconductor and related markets. We anticipate that the
percentage of our sales in this segment to the semiconductor industry will
increase in future years as our vacuum gauges become more widely used in the
semiconductor industry.

     We are subject to risks common to companies in the semiconductor industry,
including the highly cyclical nature of the semiconductor industry leading to
recurring periods of oversupply, development by our competitors of new
technological innovations, dependence on key personnel, and the protection of
proprietary technology. Our general vacuum instrumentation segment sells to
diverse markets and, accordingly, we believe that it is less susceptible to the
risks associated with the semiconductor or any other single market, but is
susceptible to the performance of the economy as a whole. For more information
on the risks of our business, see "Risk Factors."

     In April 2000, Unaxis announced that it was restructuring its operations to
focus on building its core information technology business and would divest a
number of other businesses for strategic portfolio streamlining purposes. In
order to implement the divestiture of INFICON through an initial public
offering, Unaxis formed INFICON Holding AG under the laws of Switzerland to hold
the companies through which we now conduct our operations. These companies
acquired substantially all of the assets relating to our business from various
divisions and subsidiaries of Unaxis in the third and fourth quarter of 2000.
Our consolidated financial statements included in this prospectus reflect
Unaxis' historical cost basis in our assets and liabilities.

     We generally recognize revenue, i.e., net sales, and accrue for anticipated
returns, warranty costs and commissions, upon shipment. However, where sales are
contingent upon customer acceptance, we recognize revenue after confirmation of
acceptance. We typically ship our products within four to six weeks after
receiving orders. Because of this relatively short backlog period, our revenue
closely tracks changes in market conditions. Research and development costs are
expensed as incurred. We anticipate that we will have additional personnel in
research and development, particularly in the semiconductor vacuum
instrumentation group, and, accordingly, that our research and development costs
in this group will increase in the future.


                                       24
<PAGE>



     The effective tax rate in each year is less than the U.S. federal statutory
rate primarily due to the lower tax rates imposed by the local jurisdictions in
which our foreign operations are located. We do not expect the creation of our
Swiss holding company to negatively impact our future effective tax rate.

     From a cash flow perspective, the company will realize a future tax benefit
as a result of the restructuring. Since the asset transfer that occurred in the
third and fourth quarter of 2000 related to the restructuring was a taxable
transaction for Unaxis, the transaction resulted in goodwill and other
intangible assets for tax purposes that will be deductible for tax purposes over
the next fifteen years. A deferred tax asset has been recorded on the balance
sheet for this future benefit and the expected cash flow.

A. Results of Operations

     The following table sets forth, for the periods indicated, the amount and
percentage of total net sales of certain line items included in our consolidated
income statements:
<TABLE>
<CAPTION>

                                              Years ended December 31,
                               ------------------------------------------------------
                                    1998                1999                2000
                               -----------------  -----------------   ---------------
                               U.S.$         %       U.S.$       %     U.S.$      %
                               ------     ------  --------    -----   ------    -----
                                                   (in thousands)
                                                      (audited)

<S>                          <C>        <C>      <C>        <C>      <C>        <C>
Net sales
   Semiconductor vacuum
      instrumentation ....   $ 36,402      30.8% $ 42,154      32.4% $ 65,952   38.8%
   General vacuum
      instrumentation ....     81,919      69.2    87,838      67.6   104,024   61.2
                             --------   -------  --------   -------  --------   -----
         Total net sales .    118,321     100.0   129,992     100.0   169,976   100.0
Cost of sales ............     61,562      52.0    69,243      53.3    83,231    49.0
                             --------   -------  --------   -------  --------   -----
Gross profit .............     56,759      48.0    60,749      46.7    86,745    51.0
Research and development .     12,970      11.0    11,523       8.9    11,037     6.5
Selling, general and
administrative ...........     38,995      33.0    38,332      29.5    41,889    24.6
                             --------   -------  --------   -------  --------   -----
Income from operations ...      4,794       4.0    10,894       8.4    33,819    19.9
Interest expense, net ....        130        .1       130        .1       292      .2
Other expense, net .......        732        .6       804        .6     1,854     1.1
                             --------   -------  --------   -------  --------   -----
Income before income taxes      3,932       3.3     9,960       7.7    31,673    18.6
Provision for income taxes         21        --     2,584       2.0     8,742     5.1
                             --------   -------  --------   -------  --------   -----

Net income ...............   $  3,911       3.3% $  7,376       5.7% $ 22,931    13.5%
                             ========   =======  ========   =======  ========   =====
</TABLE>


The following table sets forth, for the periods indicated, certain segment
information:

<TABLE>
<CAPTION>
                                                    Years ended December 31,
                                     ------------------------------------------------------
                                          1998                1999                2000
                                     -----------------  -----------------   ---------------
                                     U.S.$         %       U.S.$       %     U.S.$      %
                                     ------     ------  --------    -----   ------    -----
                                                         (in thousands)
                                                            (audited)
Semiconductor Vacuum
Instrumentation
-----------------------------------
<S>                                   <C>       <C>     <C>        <C>      <C>       <C>
Net sales:
     In situ analysis .............   $31,902   27.0%   $36,662    28.2%    $54,187   31.9%
     Ultra clean processing .......     4,500    3.8      5,492     4.2      11,765    6.9
                                      -------   -----   -------    ----      ------   ----
         Total net sales ..........    36,402   30.8     42,154    32.4      65,952   38.8
Gross profit ......................    18,931   16.0     22,146    17.0      39,034   22.9
Earnings before interest and taxes      1,011     .8      3,479     2.7      17,931   10.6
Identifiable assets(1) ............    22,731    --      19,669     --       62,740    --

General Vacuum Instrumentation
Net sales:
     Leak detection ...............    37,318   31.5     41,576    32.0      53,873   31.7
     Vacuum Control ...............    44,601   37.7     46,262    35.6      50,151   29.5
                                      -------   -----   -------    ----      ------   ----
         Total net sales ..........    81,919   69.2     87,838    67.6     104,024   61.2
Gross profit ......................    37,828   31.9     38,603    29.7      47,711   28.1
Earnings before interest and taxes      3,051    2.6      6,611     5.1      14,028    8.3
Identifiable assets(1) ............   $42,215    --     $36,529     --     $ 88,330    --

</TABLE>


(1)  Identifiable assets refers to the assets utilized by the corresponding
     segment, including working capital, property, plant and equipment and
     intangible assets. Total assets on our combined balance sheet include
     identifiable segment assets and general corporate assets, which are not
     allocated to either segment. At this time, we have no general corporate

                                       25
<PAGE>


     assets, which are not allocated to a specific segment.

     Our semiconductor vacuum instrumentation segment products generally have
higher margins than our general vacuum instrumentation segment products due to
our stronger market positions in those markets and patented technology that
distinguishes our products from those of our competitors. The following table
sets forth, for the periods indicated, sales to customers, based on customer
location, in each geographical market expressed absolutely and as a percentage
of total net sales. (1)


                                      Years ended December 31,
                       -------------------------------------------------------
                            1998                1999                2000
                       -----------------  -----------------   ----------------
                       U.S.$       %       U.S.$        %      U.S.$       %
                       ------   ------    -------     -----   -------    -----
                                         (in thousands)
                                            (audited)

Europe..............   $ 64,130  54.2%    $66,686    51.3%   $ 73,750    43.4%
United States.......     30,408  25.7%     36,398    28.0%     50,540    29.7%
Asia-Pacific........     21,771  18.4%     25,218    19.4%     44,670    26.3%
Other...............      2,012   1.7%      1,690     1.3%      1,016     0.6%
                      --------- -----   ---------  ------   ---------   -----
     Total..........  $ 118,321   100%  $ 129,992   100.0%  $ 169,976   100.0%
                      ========= =====   =========  ======   =========   =====


-----------------
(1) The table above summarizes sales on the basis of a product's country of
destination, as opposed to its country of origin.


Year Ended December 31, 2000 Compared with Year Ended December 31, 1999

     Net Sales

     Net sales increased by 30.8% to U.S.$170.0 million for the year ended
December 31, 2000 from U.S.$130.0 million for the year ended December 31, 1999.
This increase is due to growth of sales volume in all business areas. Price
changes did not have a significant impact on our net sales, however, our
European sales are subject to a currency translation effect due to the weak
European currencies. Sales for the year ended December 31, 2000 were negatively
impacted by changes in currency exchange rates of U.S.$9.5 million, primarily
with respect to the Swiss franc and the Euro, as compared to 1999.

     Semiconductor Vacuum Instrumentation Segment. Net sales increased by 56.5%
to U.S.$66.0 million for the year ended December 31, 2000 from U.S.$42.2 million
for the year ended December 31, 1999. This increase resulted from an increase in
sales volume in the in situ analysis and in the ultra clean processing product
lines due to a strong increase in demand for our products from semiconductor
equipment manufacturers in the United States and Asia.

     General Vacuum Instrumentation Segment. Net sales increased by 18.4% to
U.S.$104.0 million for the year ended December 31, 2000 from U.S.$87.8 million
for the year ended December 31, 1999. This increase resulted primarily from
increased sales volume of leak detectors due to the strong demand from
semiconductor customers in the United States and Asia and strong demand for
gauges, especially by OEMs in Europe and Japan.

     Gross Profit

     Gross profit increased by 42.8% to U.S.$86.7 million, or 51.0% of net
sales, for the year ended December 31, 2000 from U.S.$60.7 million, or 46.7% of
net sales, for the year ended December 31, 1999. The increases were primarily
due to a favorable change in product mix towards higher margin products, fuller
utilization of existing manufacturing capacity as a result of increased net
sales volume, as well as reduced operating costs due to the completion of the
consolidation of our vacuum gauge operations in Liechtenstein.

     Research and Development

     Research and development costs decreased by 4.2% to U.S.$11.0 million, or
6.5% of net sales, for the year ended December 31, 2000 from U.S.$11.5 million,
or 8.9% of net sales, for the year ended December 31, 1999. This decrease
resulted primarily from the currency translation effect of U.S.$0.8 million for
our European research and


                                       26
<PAGE>



development departments as a result of weaker European currencies and, to a
lesser extent, from the completion of the consolidation of our vacuum gauge
operation in Liechtenstein in 1999. This decrease was partially offset by
increased compensation expense.

     Selling, General and Administrative

     Selling, general and administrative expenses increased by 9.3% to U.S.$41.9
million, or 24.6% of net sales, for the year ended December 31, 2000 from
U.S.$38.3 million, or 29.5% of net sales, for the year ended December 31, 1999.
This increase resulted primarily from increased compensation and incentive pay
expense as well as expense for an employee stock purchase discount program in
connection with our initial public offering. These increases were offset in part
by reduced costs due to the completion of the consolidation of our vacuum gauge
operations in Liechtenstein.

     Income from Operations

     For the reasons stated above, income from operations increased to U.S.$33.8
million, or 19.9% of net sales, for the year ended December 31, 2000 from
U.S.$10.9 million, or 8.4% of net sales, for the year ended December 31, 1999.

     Provision for Income Taxes

     Provision for income taxes increased to U.S.$8.7 million, or 27.6% of
income before income taxes for the year ended December 31, 2000 from U.S.$2.6
million, or 25.9% of income before taxes, for the year ended December 31, 1999.
This increase resulted from an increase in taxable income and the change in the
effective tax rate. The effective tax rate has increased due to increased
earnings in higher-taxed jurisdictions.

     Net Income

     For the reasons stated above, net income increased to U.S.$22.9 million, or
13.5% of net sales, for the year ended December 31, 2000 from U.S.$7.4 million,
or 5.7% of net sales, for the year ended December 31, 1999.


Year Ended December 31, 1999 Compared with Year Ended December 31, 1998

     Net Sales

     Net sales increased by 9.9% to U.S.$130.0 million for the year ended
December 31, 1999 from U.S.$118.3 million for the year ended December 31, 1998.
This increase is primarily driven by volume increases in both segments.

     Semiconductor Vacuum Instrumentation Segment. Net sales increased by 15.8%
to U.S.$42.2 million for the year ended December 31, 1999 from U.S.$36.4 million
for the year ended December 31, 1998. Increased sales in the United States and
Asia reflected the recovery in the semiconductor industry from its downturn in
1998 and is primarily the result of a volume increase for the in situ analysis
product line.

     General Vacuum Instrumentation Segment. Net sales increased by 7.2% to
U.S.$87.8 million for the year ended December 31, 1999 from U.S.$81.9 million
for the year ended December 31, 1998. This increase resulted primarily from
improved sales of gauges in Europe as a result of increased volume to the OEM
market and the successful introduction of a new leak detection product.

     Gross Profit

     Gross profit increased by 7.0% to U.S.$60.7 million, or 46.7% of net sales,
for the year ended December 31, 1999 from U.S.$56.8 million, or 48.0% of net
sales, for the year ended December 31, 1998. This increase resulted primarily
from the increase in net sales. Gross profit increased in the semiconductor
vacuum instrumentation segment, due to higher sales volume. Gross profit margins
decreased largely due to decreased

                                       27
<PAGE>


margins in the general vacuum instrumentation segment, as a result of
competitive pressures and higher manufacturing costs during our consolidation of
operations in the vacuum measurement and components business. The higher costs
during the consolidation resulted primarily from temporary excess capacity in
order to ensure a smooth transition of the manufacturing operation for gauges
from Germany to Liechtenstein.

     Research and Development

     Research and development costs decreased by 11.2% to U.S.$11.5 million, or
8.9% of net sales, for the year ended December 31, 1999 from U.S.$13.0 million,
or 11.0% net sales, for the year ended December 31, 1998. Research and
development costs in our semiconductor vacuum instrumentation segment remained
roughly flat. Research and development costs in the general vacuum
instrumentation segment decreased by U.S.$1.3 million primarily as a result of
consolidating resources in a single location.

     Selling, General and Administrative

     Selling, general and administrative expenses decreased by 1.7% to U.S.$38.3
million, or 29.5% of net sales, for the year ended December 31, 1999 from
U.S.$39.0 million, or 33.0% of net sales, for the year ended December 31, 1998.
This decrease resulted from the inclusion of a U.S.$1.4 million restructuring
charge in 1998 for severance payments in connection with the transfer of some of
our manufacturing operations from Cologne, Germany to Balzers, Liechtenstein, as
well as lower implementation costs of U.S.$495,000 in 1999 for our company-wide
integrated software package. This effect was offset by increased compensation
expenses of U.S.$500,000 due to the elimination of 10% wage reductions which
were temporarily instituted in 1998 as well as general increases in 1999,
additional depreciation for some short-lived assets in 1999 and a U.S.$522,000
impairment charge to write down the goodwill and patents related to the
acquisition of Low Entropy Systems, a Boston-based developer of in situ analysis
products, to their fair value. The fair value was determined based on the
present value of the estimated expected future cash flows of Low Entropy
Systems. The determination of impairment was made as a result of the product
having low actual and projected sales.

     The operations transferred from Germany to Liechtenstein consisted of our
gauge manufacturing operations. This transfer was undertaken in order to achieve
greater focus and economies of scale by combining our two manufacturing
locations for gauges in a single location in Liechtenstein.

     Income from Operations

     For the reasons stated above, income from operations increased to U.S.$10.9
million, or 8.4% of net sales, for the year ended December 31, 1999 from
U.S.$4.8 million, or 4.1% of net sales, for the year ended December 31, 1998.

     Provision for Income Taxes

     Provision for income taxes increased to U.S.$2.6 million for the year ended
December 31, 1999 from U.S.$21,000 for the year ended December 31, 1998. This
increase resulted from an increase in taxable income and an increase in the
effective tax rate. The effective tax rate was 25.9% in 1999 and 0.5% in 1998.
The low effective rate in 1998 was the result of realizing tax benefits in
high-rate jurisdictions, offset by recognizing taxable income in low-rate
jurisdictions.

     Net Income

     For the reasons stated above, net income increased to U.S.$7.4 million, or
5.7% of net sales, for the year ended December 31, 1999 from U.S.$3.9 million,
or 3.3% of net sales, for the year ended December 31, 1998.

B. Liquidity and Capital Resources

     Historically, we have been able to finance our operations and capital
requirements through cash provided by operations. Cash provided by operating
activities was U.S.$18.7 million, U.S.$13.1 million and U.S.$12.9 million for
the years ended December 31, 2000, 1999 and 1998 respectively. In 2000, cash
provided by operating

                                       28
<PAGE>


activities of U.S.$18.7 million consisted of net income of U.S.$22.9 million,
depreciation and amortization of U.S.$3.6 million and a net increase in working
capital of U.S.$8.4 million. In 1999, cash provided by operating activities of
U.S.$13.1 million consisted of net income of U.S.$7.4 million, depreciation and
amortization of U.S.$4.0 million and a net decrease in working capital of
U.S.$2.2 million. In 1998, cash provided by operating activities of U.S.$ 12.9
million consisted of net income of U.S.$3.9 million, depreciation and
amortization of U.S.$3.0 million and a net decrease in working capital of
U.S.$6.0 million.

     Working capital was U.S.$53.6 million as of December 31, 2000, compared to
U.S.$29.7 million as of December 31, 1999. The increase was due primarily to an
increase in cash of U.S.$28.2 million, an increase of accounts receivables by
U.S.$16.1 million, an increase in other assets of U.S$6.0 million and the effect
of foreign currency adjustments, which totaled U.S.$(3.3) million offset by an
increase in accounts payable of U.S.$24.4 million. Depreciation and amortization
decreased to U.S.$3.6 million for the year ended December 31, 2000 from U.S.$4.0
million for the year ended December 31, 1999, due to an impairment write-down of
U.S.$522,000 of intangible assets in 1999 that did not recur in 2000.

     Cash used in investing activities was U.S.$4.9 million, U.S.$2.9 million
and U.S.$3.5 million for the years ended December 31, 2000, 1999 and 1998,
respectively, primarily for the purchase of property and equipment in each
period. Cash (used in) provided by financing activities was U.S.$12.9 million,
U.S.$(9.2) million and U.S.$(10.2) million in 2000, 1999 and 1998, respectively.
In 2000 we received U.S.$11.8 million as advances from Unaxis for restructuring
and U.S.$34.5 million as proceeds from the initial public offering and used
U.S.$28.2 million to repay short term debt to Unaxis and U.S.$5.1 million
advances to Unaxis compared to U.S.$9.2 million and U.S.$10.2 million for
advances to Unaxis in 1999 and 1998, respectively.

     We currently rely on a credit facility for up to U.S.$30 million by Credit
Suisse and loans provided by Unaxis. The funds are borrowed and repaid
throughout the year, as cash flow is available. The interest charged by Credit
Suisse is currently LIBOR + 1.25% p.a. for fixed advances. For a more detailed
description of this credit facility, please see "Additional
Information--Material Contracts--Loan Agreement with Credit Suisse". The
interest charged by Unaxis on the loans provided to us is 7% of the outstanding
balance. The average balance outstanding with Unaxis, exclusive of advances
related to our reorganization, was approximately U.S.$1.5 million in 2000. As of
December 31, 2000, accounts payable to affiliates were U.S.$18.4 million. This
outstanding balance relates primarily to payments due to Unaxis in connection
with our reorganization prior to our initial public offering and we anticipate
making substantially all of these payments before the end of the second quarter
of 2001.

     During periods of strong growth, such as the one we experienced in the year
2000 in the semiconductor and related markets, we require increased levels of
cash to sustain our continuing operations. Nevertheless, we currently believe
that the cash generated from operations, together with the proceeds from our
initial public offering, and borrowings available under our line of credit, will
be sufficient to satisfy our working capital and capital expenditure
requirements. Capital expenditures will be higher in 2001 than in 2000 because
we expect to invest approximately U.S.$ 4.0 for building infrastructure changes
and leasehold improvements for our manufacturing facility in Cologne, Germany
and for the move of our Liechtenstein operations to a new facility in Balzers,
Liechtenstein.

     We made full recourse loans available to our executive officers eligible to
participate in the leveraged share plan for the purpose of purchasing up to 80%
of the shares allocated to them under the plan. Loans made to executive officers
have a term of 7 years and are on a recourse basis. The loans are secured by all
of the shares purchased under the leveraged share plan, and we have either a
first, or, if a portion of the shares are financed or refinanced by another
lender, a second lien, on the shares. The loans have an interest rate equal to
120% of the mid-term applicable federal rate (as defined in the Internal Revenue
Code) determined on the date the loans are made. The lock-up agreement entered
into with the underwriters will be released to the extent that it is necessary
for us or any other lender to realize on security in the shares. Under U.S.
GAAP, the balances of the loans payable to us are offset against the value of
the shares on our balance sheet. As of December 31, 2000, we had outstanding
loans to executive officers in an aggregate amount of approximately U.S.$1.3
million.

C. Research and development, patents and licenses, etc.

     For a description of our research and development policies for the last
three years, please refer to "Information on the Company---Business
Overview--Research and Development."




                                       29
<PAGE>

D. Trend Information

     Early in 2001 the semiconductor industry entered into a cyclical downturn
and, although we have not yet been materially affected, we will not remain
totally immune. We believe our broadly balanced portfolio of businesses, with
the majority of our business generated by more stable general industrial
markets, and the considerable geographic diversity of our markets will help
mitigate the effects of a U.S.-led semiconductor sector downturn. In a period of
market uncertainty in the semiconductor sector, we are well positioned to
outperform the sector as a whole because of our focus and leadership in emerging
technologies. We expect these new technologies to be substantially less effected
by a technology sector downturn.

Euro Conversion

     Approximately 38% and 46% of our sales for the year ended December 31, 2000
and 1999, respectively, were to customers in the European Union. On January 1,
1999, a single currency called the euro was introduced in Europe. Eleven of the
fifteen member countries of the European Union adopted the euro as their common
legal currency on that date. Fixed conversion rates between these participating
countries' existing currencies (the "legacy currencies") and the euro were
established as of that date. The legacy currencies are scheduled to remain legal
tender as denominations of the euro until at least January 1, 2002, but not
later than July 1, 2002. During this transition period, parties may settle
transactions using either the euro or a participating country's legacy currency.

     We believe that increased price transparency resulting from the use of a
single currency will render the prices charged for our semiconductor
instrumentation and vacuum instrumentation products more comparable and will
increase cross-border business among the participating countries. This will
affect our ability to price our products differently in the various European
markets. A possible consequence may be price harmonization at lower average
prices for products sold in some markets. Nevertheless, differences in national
value-added tax regimes may reduce the potential for price harmonization.

     We believe that the conversion to the euro will reduce our exposure to
changes in foreign exchange rates, due to the netting effect of having assets
and liabilities denominated in a single currency, as opposed to the various
legacy currencies. As a result, we expect that our foreign exchange hedging
costs will be reduced. We believe that the introduction of the euro does not
have any material tax consequences. We also believe that the euro conversion
will not have a material effect on our financial position or results of
operations.

Recent Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 requires that all derivative
instruments be recorded on the balance sheet at their fair value. Changes in the
fair value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of hedge transaction. SFAS No. 133
is required to be adopted by us on January 1, 2001. We do not expect the
application to have a material effect on our financial statements.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition". SAB 101 summarizes
the staff's view in applying generally accepted accounting principles to revenue
recognition. We applied the guidance in SAB 101 in the fiscal year 2000 and this
did not have an impact on our operating results or financial position.

Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management.

     Our articles of incorporation provide that the board of directors may
consist of one or more members at any time. Directors are elected and removed by
shareholder resolution. Members of our board of directors serve three year terms
and may be reelected upon completion of their term of office. The shareholders
may remove the directors without cause. Our six directors currently in office
were elected by shareholder resolution prior our initial public offering. We

                                       30
<PAGE>


intend to propose an additional director for election at the next annual meeting
of shareholders to be held on May 9, 2001.

     Our board of directors establishes the strategic, accounting,
organizational and financing policies to be followed by us. Our board of
directors further appoints the executive officers and the authorized signatories
and supervises our management. Moreover, our board of directors is entrusted
with preparing shareholders' meetings and carrying out shareholder resolutions.

     Our executive officers are responsible for our day-to-day management. The
executive officers have individual responsibilities established by our
Organizational Regulations and by the board of directors. Executive officers are
appointed by and serve at the discretion of the board of directors, subject to
any applicable employment agreements. Currently, only our Chief Executive
Officer and President, Mr. Brissenden, has an employment agreement with us. The
amended and restated employment agreement with Mr. Brissenden is effective until
it is terminated by either Mr. Brissenden or us upon at least twelve months
notice to the other party. Pursuant to the agreement, Mr. Brissenden's base
salary is reviewed and adjusted by the Board and he is eligible to receive an
annual bonus in an amount determined by the Board in its sole discretion. Mr.
Brissenden is entitled to participate in the employee benefit plans provided to
other employees in accordance with our general policies in effect from time to
time.

     If either we or Mr. Brissenden terminate his employment without cause upon
at least twelve month's notice, then Mr. Brissenden will continue to provide
services to us during the notice period and we will continue to pay Mr.
Brissenden his base salary and he will continue to participate in our employee
benefit plans. Upon termination of the notice period, we will have no further
obligation to Mr. Brissenden under the agreement. If Mr. Brissenden terminates
his employment by reason of a disability, he shall continue to receive his base
salary for up to three months following his termination of employment.

     Set forth below are the name, age, principal position and biographical
description of each of our directors and executive officers:


Name                      Age                       Position
----                      ---                       --------

Paul Choffat...........    51    Chairman of the Board of Directors
John J. Grad...........    62    Vice-Chairman of the Board of Directors
Kurt Muck..............    46    Director
Paul E. Otth...........    57    Director
Karsten Ottenberg......    39    Director
James L. Brissenden....    62    Director, Chief Executive Officer and President
Peter G. Maier.........    38    Vice President and Chief Financial Officer
Ulrich Doebler.........    45    Vice President, Leak Detection
Linda Van Roekel.......    52    Vice President, In Situ Analysis
Lukas Winkler..........    38    Vice President, Vacuum control
Albert Zueger..........    55    Vice President, Ultra Clean Processing


     Paul Choffat. Before becoming an entrepreneur and private investor in
September 1999, Mr. Choffat was the Managing Director and CEO of Fotolabo SA for
three years. Prior to his engagement with Fotolabo SA, Mr. Choffat was a Member
of the Executive Board of Sandoz AG for one year. Prior to his engagement with
Sandoz AG, he was the President and CEO of Von Roll AG for one year. Mr. Choffat
currently also holds directorships in several other Swiss corporations. Mr.
Choffat holds a PhD in Law from the University of Lausanne and a M.B.A. from
IMD, Lausanne.

     John J. Grad. Mr. Grad is President of John J. Grad and Associates, Inc.
Management Consultants. In 1987, Mr. Grad joined Landis & Gyr AG where he became
President of Landis & Gyr Powers, Inc. In 1991, he was named to their Executive
Board and in 1993, he assumed the responsibility Landis & Gyr Holding, Inc., the
holding company for all North American divisions, while retaining the position
of a President and CEO of Landis & Gyr Powers, Inc. In March 1996, he became
President and CEO of Landis & Staefa, Inc., a position that he retained until
the creation of Siemens Building Technologies. From October 1998 through October
2000, Mr. Grad served as President and Chief

                                       31
<PAGE>

Executive Officer of Siemens Building Technologies, Inc. Mr. Grad holds a
Bachelor of Science degree in Industrial Management and a M.B.A. from the
University of Cincinnati.

     Kurt Muck In 2000, Mr. Muck became Chairman of the Board of Directors of
Unaxis Deutsche Holding AG and Executive Vice President and Member of the
Executive Board of Unaxis Holding AG. From 1991 to 1996 Mr. Muck held various
positions at Philips GMBH including director of Philips Semiconductors AG and
Managing Director for Central Europe for Philips Semiconductors GMBH. In 1996
Mr. Muck was appointed Chairman of the Active Components Division and Member of
the Components Board of ZVEI. In 1997 Mr. Muck was appointed to various
supervisory boards of Siemens companies world wide and from 1997 to 2000 he
served as President of the General Purpose/Telecom Relays Division. Mr. Muck
holds an Engineering degree from the Technical College in Nuremberg.

     Paul E. Otth. In June 2000, Mr. Otth became the Chief Financial Officer and
a Member of the Executive Board of Unaxis Holding AG. Mr. Otth currently also
holds directorships in several other Swiss corporations. From 1989 until
November 1996, Mr. Otth was with Landis & Gyr AG, where he became the Chief
Financial Officer and a Member of the Executive Board in November 1994. From
November 1996 until October 1998, he served as the Chief Financial Officer and a
Member of the Executive Board of Elektrowatt AG (a successor company of Landis &
Gyr AG). From October 1998 until May 2000, he served as Chief Financial Officer
of Siemens Building Technologies (a successor company of Elektrowatt AG). Mr.
Otth is a Certified Public Accountant.

     Karsten Ottenberg. In November 1999, Mr. Ottenberg became Vice President
and General Manager of the Emerging Business Unit of Philips Semiconductors.
From October 1994 to October 1999, Mr. Ottenberg held various positions at
Philips Semiconductors, including Marketing and Sales Manager Automotive and
Identification Area Central Europe and European Sales Operations Manager. Prior
to joining Philips Semiconductors, Mr. Ottenberg worked as a Research Project
Manager of Image Interpretations at Philips Research Laboratories. Mr. Ottenberg
holds a PhD in Computer Vision from the University of Utrecht.

     James L. Brissenden. Mr. Brissenden joined INFICON Leybold Hereaus as
President and Chief Executive Officer in 1984. In 1996, Mr. Brissenden became
President and Chief Executive Officer of Balzers and Leybold Instrumentation,
our predecessor. Prior to joining INFICON, Mr. Brissenden spent 20 years with
Carborundum Company with his last position being Vice President and General
Manager, Electric Products Division. Mr. Brissenden has served as President of
the Unaxis holding company in the United States and Chairman of Contraves Inc.,
a Unaxis subsidiary. Mr. Brissenden holds a BSBA from Ohio State University and
an MBA from the State University of New York.

     Peter G. Maier. Mr. Maier joined INFICON in 1996 as Director of Information
Systems and became Vice President of Finance for Leybold INFICON, and Controller
for the Instrumentation Division in 1998. Prior to joining us, Mr. Maier served
Deloitte Consulting as project manager and consultant for enterprise application
integration from 1994 to 1996. From 1992 to 1994, Mr. Maier served as Controller
for Heidelberger Druckmaschinen AG in Germany. Mr. Maier holds a masters degree
in business administration and computer science from the University of
Karlsruhe, Germany.

     Ulrich Doebler. Dr. Doebler joined INFICON in 1986. From 1996 to December
1999, Dr. Doebler was the Marketing and Engineering Manager of our Leak
Detection business unit. Dr. Doebler holds a PhD in physics from the University
of Cologne.

     Linda Van Roekel. Ms. Van Roekel joined INFICON in December 1984. Ms. Van
Roekel has been an officer since November 1992, when she was named Vice
President of Marketing. In April 2000, Ms. Van Roekel was elected president of
the Association of Vacuum Equipment Manufacturers International. Ms. Van Roekel
holds an M.S. in chemistry from the University of Washington and an MBA from
Syracuse University.

     Lukas Winkler. Mr. Winkler joined the company in January 1993 and has
served as our Vice President, Vacuum control since January 1997. From January
1995 to January 1997, Mr. Winkler served our Balzers AG subsidiary as General
Manager Production. Mr. Winkler has a Masters Degree in engineering from the
Swiss Federal Institute of Technology


                                       32
<PAGE>



     Albert Zueger. Mr. Zueger joined the company in 1964. From January 1997, he
has been Vice President, Ultra Clean Processing. Prior to that, Mr. Zueger held
various management positions within the company. Mr. Zueger holds a B.S. in
mechanical engineering from the Liechtenstein Industrial College.

     Unaxis, as our sole shareholder prior to our initial public offering, has
elected all of our directors. INFICON and Unaxis had an understanding that
Unaxis would elect Messr. Muck and Otth, two of its own officers to our board of
directors.

B. Compensation.

     During the fiscal year ended December 31, 2000, the aggregate amount of
compensation (including any benefits in kind granted) that we paid to our six
executive officers as a group amounted to U.S.$ 2.1 million. This includes
annual performance bonuses for fiscal years 2000 and 1999 awarded to our
executive officers in an aggregate amount of U.S.$ 1.2 million. The level of the
paid bonuses were based on our financial results through the end of third
quarter of fiscal year 2000 and our projected results through the fourth quarter
of fiscal year 2000. No compensation was paid to our board of directors in
fiscal year 2000. It is anticipated that members of our board of directors will
receive an aggregate amount of CHF 420,000 (approximately U.S. $250,000) in
remuneration during 2001. One half of this amount will be paid in cash, payable
semi-annually. The other half will be provided in the form of options to
purchase INFICON shares. Options will be granted on November 9 and May 9 of each
year. On each grant date, the aggregate number of options to be provided to the
directors will be calculated based on the sum of CHF 105,000 (approximately U.S.
$62,500) divided by the closing price of the INFICON shares on the SWX Swiss
Exchange on that date. The options will vest one year after the grant date and
will be exercisable within a period of six years after the date of vesting at an
exercise price that is equal to the closing price of the shares on the grant
date.

     During 2000, we contributed an aggregate amount of approximately
U.S.$115,000 to provide pension, retirement and similar benefits to our
executive officers.

C. Board Practices.

General

     Members of our board of directors serve three year terms which for the
current members expire on the date of the annual meeting of shareholders in
2003. Executive officers are appointed by and serve at the discretion of the
board of directors, subject to any applicable employment agreements. Currently,
only our Chief Executive Officer and President Mr. Brissenden has an employment
agreement with us.

     None of the directors of us or any of our subsidiary has currently a
service contract with us or any of our subsidiaries that provides for benefits
upon termination of employment.

Committees of the Board of Directors

     In compliance with the requirements of The Nasdaq National Market, our
board of directors established, by resolution passed on October 25, 2000, an
audit committee and adopted a written audit committee charter. The audit
committee must consist of directors who are not officers or employees of
INFICON. The purpose of the audit committee is to assist the board of directors
in fulfilling its responsibility to oversee our financial reporting process,
including monitoring the integrity of our financial statements and the
independence and performance of our internal and external auditors.

     The responsibilities of the audit committee include:
o    recommending to the board of directors the independent public accountants
     to be selected to conduct the annual audit of our books and records;
o    reviewing the proposed scope of such audit and approving the audit fees to
     be paid;
o    reviewing the adequacy and effectiveness of our accounting and internal
     financial controls with the independent public accountants and our
     financial and accounting staff;
o    reviewing and approving transactions between us and our directors, officers
     and affiliates; and


                                       33
<PAGE>


o    reviewing and reassessing annually the adequacy of our audit committee
     charter.

     Our audit committee is currently comprised of Mr. Paul Choffat, Mr. John
Grad and Mr. Karsten Ottenberg. It is currently contemplated that the audit
committee meet at least four times each year.

     In addition, our board of directors has established a compensation
committee. The responsibilities of the compensation committee are to provide a
general review of our compensation and benefit plans to ensure that they meet
corporate financial and strategic objectives. The responsibilities of the
compensation committee also include administering the employee incentive plans
described below under "Share Ownership".

     Our compensation committee currently consists of Mr. John Grad, Mr. Paul
Otth and Mr. Kurt Muck . It is contemplated that Mr. Karsten Ottenberg will
replace Mr. Paul Otth as member of the compensation committee after our next
annual meeting of shareholders to be held on May 9, 2001.

D. Employees.

     As of December 31, 2000, we had 635 full time employees and on average
during 2000, we had approximately 40 temporary or part time employees. We had
653, 698 and 729 employees as of December 31, 1999, 1998 and 1997, respectively.
The reductions in our workforce were due primarily to consolidation of our
operations in 1997 and 1998 and the effects of the semiconductor downturn in
1998 and 1999.

     The following table shows a breakdown of employees by main category of
activity and geographic location:

                                    Year 2000
                                    ---------

                                         Employees by Region

Employees
by Activity                Europe    North America     Asia     Total
                          -------- ---------------- -------- ---------

Manufacturing                 114               98        5       217
Research and Development
                               59               43                102
Sales & Marketing              82               65       47       194
General
Administration                117               48       13       178
Total                         372              254       65       691


     Some of our non-management workers at our German facility belong to German
workers unions. However, we do not negotiate collective bargaining agreements
with these unions to cover our workers nor do we have any other direct relations
with them. Instead, in accordance with German practice, unions negotiate
agreements with industry-wide employers' associations. In recent years, unions
have cooperated with industry, agreeing to concessions to improve operating
efficiency. A German collective bargaining agreement governs the employment of
all workers of the categories organized in the relevant union, whether or not
the individual worker is a union member.

     In Germany, employers and unions generally negotiate collective bargaining
agreements annually. The general umbrella agreement that covers our workers was
entered into for an indefinite term. A separate agreement, which covers
compensation and benefit matters and is usually entered into for a period of one
year, has a two-year term this time which expires in April 2002.

     Our employees at our Cologne, Germany and Balzers, Liechtenstein facilities
are represented by works councils (Betriebsrat), elected by all non-management
employees. In Germany, the members serve a four-year term and the next elections
are scheduled for February 2002. In Liechtenstein, elections of the new members
were held in January 2001 and the members serve a three-year term.

                                       34
<PAGE>


     The works councils facilitate communications between us and our staff at
the facility level. The members of our works councils share responsibilities
with us for managing staff-related matters and working condition issues such as
compensation issues (within the framework provided by the collective bargaining
agreement), the hiring of new employees, working hours, working shifts or
matters relating to employee facilities (e.g., cafeterias). In Germany, the
rights and responsibilities of works council are set forth in the German Works
Council Constitution Act (Betriebsverfassungsgesetz). The German Works Council
Constitution Act provides, among other things, that any termination of an
employee must be approved by members of the works council. Similarly, scheduled
overtime work must generally be approved by the works council.

     We have never experienced a work stoppage, slowdown or strike, and we
consider our relations with our employees to be excellent.

E. Share Ownership.

     Our directors and executive officers beneficially own, as a group, 14,545
shares and 14,542 options to purchase 72,710 INFICON shares. The terms of these
options are described below.

     Under our leveraged share plan described below, 23,683 options to purchase
118,415 INFICON shares were granted to our executive officers and certain key
employees. Each option entitles its holder to purchase five INFICON shares at
the initial public offering price of CHF 225. The options are non-transferable
and will expire on the seventh anniversary of the date of grant which was
November 8, 2001.

     In connection with our initial public offering, we offered employees the
right to participate in one of two equity purchase programs. These are the
leveraged share plan and the discounted share purchase plan.

     Leveraged Share Plan. The leveraged share plan was available only in
connection with our initial public offering to three tiers of employees: the
Chief Executive Officer, other executive officers and key employees. No shares
were being made available to our directors under the leverage share plan.
Depending on an eligible employee's tier, an eligible employee could purchase
shares in the offering at the initial public offering price for a total purchase
price between CHF 40,000 and CHF 1,000,000 (U.S.$22,504 and U.S.$562,588,
respectively). For each share purchased in the initial public offering by an
eligible employee pursuant to the leveraged share plan, such eligible employee
received an option to purchase five shares at the offer price. The amount of
shares authorized for issuance under the leveraged share plan had a maximum
aggregate value of CHF 7.0 million (U.S.$3.9 million), representing 31,111
shares at the initial offering price of CHF 225. Employees are at all times
fully vested in shares purchased under the plan.

     Except as otherwise determined by the board of directors, none of the
shares purchased under this plan may be transferred or sold until the fourth
anniversary of the closing of the offering. In the case of an employee's
termination of employment as a result of resignation, dismissal for cause,
retirement or disability (unless otherwise determined by the board of directors
or any compensation committee of the board of directors), the shares will remain
subject to the lock up agreement. In the case of an employee's termination of
employment as a result of a dismissal without cause or upon death, the lock up
agreement will be released immediately.

     The options are non-transferable and expire on the seventh anniversary of
the date of grant. Fifty percent of the options vest and become exercisable on
the second anniversary of the date of the grant and the remaining 50% of the
options vest and become exercisable on the third anniversary of the date of
grant. In the case of an employee's termination of employment as a result of
resignation other than as a result of a material adverse change in (i) his or
her compensation or (ii) the material terms or his or her employment, or
dismissal (other than for cause) unvested options lapse without compensation,
and vested options may be exercised within 90 days. Upon an employee's
termination of employment as a result of a termination of employment without
cause or a resignation due to a material adverse change in (i) his or her
compensation or (ii) the material terms of his or her employment, all vested
options remain exercisable for the term of the options and all unvested options
continue to vest as if the employee had remained employed with the Company and
such options remain exercisable for the term of the option. In the case of
termination of employment for cause, all vested and unvested options lapse with
immediate effect. In the case of termination of employment upon death or as a
result of retirement or disability, unless otherwise determined by the board of
directors or any compensation committee of the board of directors, unvested
options lapse and vested options may be exercised within 360 days. The

                                       35
<PAGE>


underlying shares related to the options will be made available by us through
authorized but non-issued shares (conditional share capital) of us or through
shares purchased in the market.

     Loans were made available to executive officers and key employees who
participated in the leveraged share plan. We made loans available to executive
officers for purposes of purchasing up to 80% of the shares allocated to them
under the plan. The loans are for a term of 7 years. In addition, we made loans
available to key employees for purposes of purchasing up to 50% of the shares
allocated to them under the plan. The loans to key employees became due and
payable in full 30 days following the initial public offering date.

     The loans were made on a full recourse basis and are secured by all shares
purchased under the plan by such executive officer or key employee and we have
either a first or if a portion of the shares are financed or refinanced by
another lender, a second lien on the shares. The loans have an interest rate
equal to 120% of the mid-term applicable federal rate (as defined in the
Internal Revenue Code) determined on the date the loans are made. The lock-up
agreement entered into with the underwriters and the restrictions on transfer
under the leveraged share plan and the discounted share purchase plan will be
released to the extent that it is necessary for us or any other lender to
realize on security in the shares. As of December 31, 2000, we had outstanding
loans to executive officers in an aggregate amount of approximately U.S.$1.3
million.

     During the period during which the option may be exercised, an employee may
elect to pay for the shares, issuable upon exercise of such option and, if
required by us, to satisfy tax withholding obligations related to the option, in
full at the time of exercise as follows:

o    in cash;

o    in the discretion of the board of director's with shares that are already
     owned by the participant;

o    in a combination of cash or already owned shares; or

o    through an exercise procedure approved by the board of directors by which
     an employee sells some or all of the shares underlying the exercised
     portion of the option.

56 employees participated in the leveraged share plan purchasing an aggregate of
23,683 shares representing 1.02% of the voting rights. In addition, 23,683
options to purchase 118,415 INFICON shares at the initial public offering price
of CHF 225 each were granted to our executive officers and certain key
employees.

     Discounted Share Purchase Plan. The discounted share purchase plan were
offered to employees who were not eligible to participate in the leveraged share
plan. Under this plan, eligible persons were offered the opportunity to purchase
shares on the closing of the offering at a 30% discount to the offer price. Each
employee was entitled to purchase up to CHF 15,000 (U.S.$8,439) worth of shares
(based on the offering price and rounded down to the nearest whole share) in the
offering at a 30% discount. A total of approximately 600 employees were eligible
to participate and a total of 589 employees eventually participated in
discounted share purchase plan. Based on the amount of shares actually purchased
by our employees under the program, we incurred compensation expense of CHF
659,272 (U.S.$371,170) in the fourth quarter of 2000. The amount of shares
issued under the discounted share purchase plan had a maximum aggregate value of
CHF 1,538,303 (U.S.$865,431), representing 9,767 shares, at the initial offering
price of CHF 225, discounted by 30%. Employees are at all times fully vested in
their shares.

     None of the shares purchased in the offering by employees under this plan
may be transferred or sold until the second anniversary from the date of the
closing of the offering, after which date they may either be retained or sold.
In the case of an employee's termination of employment as a result of
resignation, dismissal for cause, retirement or disability, the shares will
remain subject to the lock up agreement. In the case of termination of
employment upon dismissal (other than for cause) or death, the lock up agreement
will be released.

     Shares purchased under the discounted share purchase plan and the leveraged
share plan may be settled either in shares or ADSs. Options exercised under the
leveraged share plan may be settled in shares.

                                       36
<PAGE>


     It is anticipated that our board of directors will establish an equity
incentive plan to provide for future equity awards to employees in the
foreseeable future.


Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders.

     The following table sets forth the number and the percentages of shares, on
a fully diluted basis, that our principal shareholder Unaxis owned prior to the
completion of our initial public offering on November 14, 2000 and on March 21,
2001.
<TABLE>
<CAPTION>

                                    Prior to the Offering           As of March 21, 2001
                                    ---------------------           --------------------
Owner                   Number of Shares (1)(2)   Percent(1)  Number of Shares(2)(3)    Percent
-----                   -----------------------   ----------  ----------------------    -------

<S>                            <C>                   <C>              <C>               <C>
Unaxis Holding AG              2,000,000             100%             451,675           19.51%
Hofwiesenstrasse
135
P.O. Box 1309
CH-8021 Zurich
</TABLE>

--------------------------------------------------------------------------------

(1)  Under Swiss law, each director of INFICON Holding AG (other than the two
     directors who represent our major shareholder on our board of directors)
     must own at least one director's qualifying share. Although each of our
     directors (other than the two directors who represent our major shareholder
     on our board of directors) owns one share in compliance with this law, we
     disregarded these shares for the purpose of this table.

(2)  Each share, including any of the shares owned by Unaxis, has one vote.

(3)  Under a share lending agreement entered into by Unaxis and the underwriters
     in our initial public offering, the underwriters obtained from Unaxis
     260,000 shares to cover over- allotments. The over-allotment option was not
     exercised by the underwriters and the share lending agreement was settled
     by returning 133,075 shares to Unaxis and selling the remaining 127,325
     shares to certain institutional investors.


     According to our records, 38,783 of our shares are held, directly or in the
form of ADS, by an aggregate of 736 holders located in the United States.
However, some of the shareholders located in the United States might have chosen
not to register their name, citizenship or registered office and address in our
share register. For this reason, our records may not accurately reflect the
actual number of holders located in the United States and the shares held by
these holders.

     There are no arrangements which Inficon is aware of, that may result in a
change of control of Inficon.

B. Related Party Transactions.

Agreements in Connection with our Separation from Unaxis

     In connection with our separation from Unaxis and our initial public
offering on November 8, 2000, we entered into a number of agreements with
related parties. The summary description of these agreements below does not
purport to be complete. You should read the full text of these agreements which
were included as exhibits to the registration statement on Form F-1 filed with
the Securities Exchange Commission in connection with our initial public
offering and which are incorporated herein by reference. The registration
statement (including the exhibits and schedules thereto) may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and will
also be available for inspection and copying at the regional offices of the
Securities and Exchange Commission located at Seven World Trade Center, 13th
Floor, New York, New York 10048 and at Citicorp Center, 500 West Madison Street
(Suite 1400), Chicago, Illinois 60661. Copies of such material may also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Securities and
Exchange Commission also maintains a website that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of this website is
http://www.sec.gov.

                                       37
<PAGE>

     Agreements with Unaxis

     We and Unaxis have entered into the master separation agreement which
contains the key provisions relating to our separation from Unaxis, our
capitalization by Unaxis and our initial public offering. In addition, the
master separation agreement provides for ancillary agreements which have been
entered into by us and companies which have or will become our subsidiaries on
the one hand and Unaxis and its subsidiaries on the other. The ancillary
agreements include:

o    agreements with respect to the transfer of assets related to our business
     by Unaxis entities to companies which have or will become our subsidiaries
     (asset transfer agreements);

o    intercompany service agreements;

o    intellectual property assignments and license agreements; and

o    a tax deed.

     Master Separation Agreement

     Separation from Unaxis. The master separation agreement governs key matters
relating to the separation of the INFICON divisions from the various Unaxis
subsidiaries of which they were a part, and the transfer of these divisions into
separate Unaxis subsidiaries. Unaxis' contribution of the subsidiaries engaged
in the INFICON business to INFICON Holding AG was substantially complete on
October 4, 2000. The master separation agreement sets forth the obligations of
the parties after the separation, including each party's obligation to use its
best efforts to cause its subsidiaries to comply with the terms of its
respective intercompany service agreement and the following additional matters:

     Non-Compete. We use subsidiaries of Unaxis as a distribution channel for
some of our vacuum control products. Generally speaking, we distribute these
products directly to OEMs and end users and the Unaxis subsidiaries distribute
these products to OEMs and end users under their private label. Except for these
areas which relate to leak detection and those described in "Intellectual
Property Assignment and License Agreements" below, we and Unaxis have agreed not
to compete with each other in our core lines of business for a period of five
years after the separation date.

     Generally speaking, our core lines of business for these purposes encompass
the businesses we are in today, as described in this annual report.

     In more specific terms, Unaxis has agreed not to compete with us in the
following businesses:

(1) In Situ Analysis:

     Wafer state sensors, including sensors to determine etch rate, uniformity
of etch rate and completion of etch process; optical emission spectrometers; and
thin film deposition controllers. Process state sensors, including gas analyzers
based on mass spectrometer technology; and gas concentration controllers based
on acoustic resonance technology. Sensor integration and analysis software,
including FabGuard software.

(2) Ultra Clean Processing:

     Stand alone plasma cleaners. Plasma cleaning step before wire bonding or
die attaching. Plasma treatment/activation before molding. Contact cleaning for
PC boards.


(3)  Leak Detection:

     Helium leak detectors. Refrigerant leak detectors. Other leak detectors.


                                       38
<PAGE>


(4)  Vacuum control:

     Capacitance diaphragm gauges (including such gauges with a ceramic
diaphragm), bayard alpert gauges, penning gauges, pirani gauges and combination
gauges. Various valves and fittings, including integrated gas-dosing
controllers.

     We have agreed not to compete with Unaxis in the following businesses:

(1) Information Technology:

     Semiconductor technology, including systems and processes used in the
manufacture of application-specific integrated circuits and coatings for
ultrathin semiconductor substrates. Data storage, including optical and magnetic
storage. Displays, including TFT displays and large area coating. Optical
coating systems and components. Coating materials.

(2) Surface Technology:

     Tool coatings. Component coatings. Decorative coatings.

     In the fields of information and surface technology we may, however,
compete with Unaxis: in connection with copper wire bonding processes in back
end semiconductor manufacturing processes; the continued sale of the small ultra
high vacuum coater for research and development applications; and in any
instrumentation that is used to monitor or control processes, such as our in
situ products.

(3) Components:

     Systems/Products for Vacuum Generation including:

o    Dry pumps

o    Turbomolecular pumps (including drag pumps)

o    Cyrogenic pumps

o    Turbostream blowers

o    Forevacuum pumps

o    Cyro cooler technology

     Gas Chromatograph/Mass Spectrometers for Volatile organic compounds Payload
     fairings for space industry. Satellite and solar generator components.

     In addition to the above, the parties have also agreed (1) not to compete
with each other in the ultra clean processing businesses of each party and (2)
that each party may continue to compete with the other, to the extent that, and
in the businesses they were competing in, on the effective date of the asset
transfers.

     We believe that the non-compete arrangement allows us to continue to
conduct our business as currently operated. However, technology in the
semiconductor industry is constantly evolving and could move rapidly in a
direction we have not anticipated. Accordingly, there can be no assurance that
these limitations will not have a material adverse effect on us.

     Indemnities. Unaxis has agreed to indemnify us for any loss incurred by us
as a result of any claim or action resulting out of or from the operation of any
business other than our business prior to, on or after the date of separation.
In turn, we have agreed to indemnify Unaxis or any of its subsidiaries for any
loss incurred by any of them as a result of any claim or action resulting out of
or from the operation of our business prior to, on or after the date of
separation.


                                       39
<PAGE>


     Expenses. We shared the costs and expenses related to our initial public
offering with Unaxis in relation to the amount of shares sold by each of Unaxis
and us in the initial public offering. Unaxis paid most of the costs and
expenses related to our separation from Unaxis.

     Termination. The master separation agreement terminates on the earlier of
mutual consent of Unaxis and us and three years from the date of the separation.

     Although the Master Separation Agreement was not negotiated at arm's
length, we believe that these terms and conditions, taken as a whole, are no
less favorable to us than we could have obtained from unaffiliated third
parties.

     Asset Transfer Agreements

     The asset transfer agreements identified the assets that Unaxis and other
wholly owned subsidiaries of Unaxis have transferred to us, the liabilities we
have assumed from them in 10 different jurisdictions and the terms of the asset
transfers in connection with our reorganization. In each jurisdiction, the
agreement was entered into by a subsidiary of INFICON as purchaser, and a Unaxis
subsidiary located in the same jurisdiction as seller.

     Except with respect to China, Unaxis has transferred to INFICON all of its
assets related to the businesses described in this annual report which are
necessary to conduct the INFICON businesses as they were conducted by Unaxis
prior to the asset transfers. The aggregate transfer price with respect to the
various asset transfers of approximately CHF 250 million (U.S.$140.6 million)
was not negotiated at arm's length. The transfer prices were determined by
Unaxis in accordance with tax rulings, tax law requirements and other statutory
requirements of the local jurisdictions in which the assets are located.

     The asset transfer agreements were entered into on various dates during the
period from June 30, 2000 to December 15, 2000. Regulatory requirements in China
delayed the transfer of Chinese assets. We expect that the Chinese transfer will
become effective in the second quarter of 2001. During the current transition
period, Unaxis holds any benefits and liabilities derived from these assets for
the benefit of our new Hong Kong subsidiary.

     Intercompany Service Agreements

     Services. Each of our subsidiaries has signed one or several ~ntercompany
service agreements with its respective Unaxis counterpart or counterparts in its
jurisdiction. These agreements cover various services that differ from
jurisdiction to jurisdiction, including finance, legal, tax, information
technology, human resources and other services. Each agreement includes a
detailed description of the services to be provided and service terms. The
service fee for all the agreements was determined by Unaxis. Although these
agreements were not negotiated at arm's length we believe that they are on terms
no less favorable to INFICON than could have been obtained from unaffiliated
third parties.

     Standard of Care, Duty to Cooperate and Delegation of Performance. Each
providing company has agreed to maintain a high professional standard of care in
rendering the services and to use reasonable efforts to follow the pre-existing
policies, procedures and practices. The parties have agreed to use good faith
efforts to cooperate with each other in all matters relating to the provision
and receipt of the services. The providing company may engage a subcontractor to
perform a service, provided that the subcontractor agrees to abide by the terms
of the agreement and no extra compensation is owed to the providing company.

     Term and Termination. Except for the agreement of our Taiwan subsidiary
which terminates March 30, 2001, the agreements remain in effect for an
unlimited period of time unless terminated in accordance with the terms of the
agreement. The agreement provides for a termination by any party upon six
months' prior written notice. In addition, any party may terminate the agreement
in case of a material breach of the agreement if the breaching party has not
remedied such breach within sixty business days after being given notice of the
breach. A termination may relate to all or any one or more services, except in
the event of a material breach of a service where it relates to this particular
service only.

     Fees. Fees are determined annually and are calculated based on the
projected direct or indirect cost of providing the services for that year plus
7%. There are no adjustments made if the actual direct and indirect costs differ
from those projected. Fees for any additional services are determined on a case
by case basis.


                                       40
<PAGE>



     Payment Terms. Under each agreement, the providing company bills the
receiving company on a monthly basis for all fees and expenses. The service fee
is due on the first day of each month and payable by the receiving company
within 15 days after receipt of an invoice. Late payments beyond 60 days are
subject to an 8% per annum interest charge on the invoiced amount.

     Dispute Resolution. The parties agreed to make a good faith attempt to
resolve any dispute first by negotiation and arbitration before resorting to
litigation.

     Intellectual Property Assignment and License Agreements

     We have entered into intellectual property assignment and royalty-free
license agreements with various Unaxis entities as part of the reorganization.
Generally speaking, with the exception of the patents related to the ultra clean
processing business, all of the Unaxis patents and other intellectual property
which are currently used by Unaxis that relate to INFICON's business have been
assigned to INFICON, with royalty-free licenses granted back to Unaxis on the
basis described below. Unaxis has retained the patents related to the ultra
clean processing business and has granted INFICON a royalty-free license to use
such property on the basis described below. The licensing arrangements have been
drafted to be consistent with the non-compete arrangement described under
"Master Separation Agreement above".

o    A license agreement between Unaxis, as licensor, and INFICON, as licensee,
     governs our use of a number of Unaxis patents related to the ultra clean
     processing business and the leak detection business. This license allows us
     to use Unaxis patents exclusively for five years, and non-exclusively
     thereafter, in the fields of plasma cleaning/activation of quad flat
     package, plastic ball grid array, personal computer board, chip scale
     package and multi chip module, with the exception of chip scale package and
     multi chip module processed for or within the multi-chamber systems and
     modules, such as cluster tools. This license also allows us to use such
     Unaxis patents non-exclusively in the fields of leak detector and plasma
     cleaning/activation processes for assembly and packaging concepts,
     including wafer level and board level techniques, including chip scale
     package and multi chip module processed for or within the multi-chamber
     systems and modules, such as cluster tools. This license is royalty-free,
     perpetual and worldwide. In addition, Unaxis has agreed that it will not
     grant any further licenses under the leak detector patents.

o    A license agreement between INFICON, as licensor, and Unaxis, as licensee,
     provides for the Unaxis entities' use of the intellectual property we
     acquired under the intellectual property assignment agreements described
     above. This license allows the Unaxis entities to use such intellectual
     property exclusively for five years, and non-exclusively thereafter, in the
     field of designing, producing, selling and servicing information
     technology, surface technology and components relating thereto. This
     license also allows the Unaxis entities to use such intellectual property
     non-exclusively, in all other fields outside of the field of designing,
     producing, selling and servicing of in situ analysis systems, semiconductor
     cleaning systems, leak detection products and various gauges, valves and
     fittings associated with vacuum processes. This license is royalty-free,
     perpetual and worldwide.

     The licenses granted to the licensee in each agreement, other than the leak
detector licenses, terminate upon a change of control which has not been
consented to by the relevant licensor. For purposes of the foregoing, "control"
means (i) the ownership of at least 50% of the equity of beneficial interest of
a person, (ii) the right to vote for or appoint a majority of the board of
directors or other governing body of such person or (iii) the power to directly
or indirectly direct or cause the direction of the management and policies of
such person by any means whatsoever.

     Although the license agreements were not negotiated at arm's length, we
believe that their terms and conditions, taken as a whole, are no less favorable
to us than we could have obtained from unaffiliated third parties. We also
believe that the licensing arrangements described above will allow us to
continue to conduct our business as currently operated. However, technology in
the semiconductor industry is constantly evolving and could move rapidly in a
direction we have not anticipated. Accordingly, there can be no assurance that
the limitations in the ultra clean licenses will not have a material adverse
effect on us.

                                       41
<PAGE>


     As part of the reorganization, we have also entered into a number of
intercompany license agreements to allow INFICON affiliates to use the
intellectual property acquired under the intellectual property assignment
agreements described above.

     Tax Deed

     We and Unaxis have entered into a tax deed in order to regulate our and
their subsidiaries' tax affairs in connection with our separation from Unaxis
and our initial public offering. In general, under the tax deed, Unaxis is
responsible for all taxes resulting from our separation, our initial public
offering and all taxes relating to our business for any period ending on or
before the date of separation. We are responsible for all taxes relating to our
business for any period beginning after the date of separation. The tax deed
also provides that each of Unaxis and us will indemnify the other for all taxes
for which it is responsible.

     Although the tax deed was not negotiated at arm's length, we believe that
its terms and conditions, taken as a whole, are reasonable.

Intercompany Loans

     We have currently the following intercompany loans outstanding:
<TABLE>
<CAPTION>

                               Intercompany Loans
                                 (in thousands)

Borrower                      Lender               Currency    Face Amount   in USD   Interest Rate
--------                      ------               --------    -----------   ------   -------------
<S>                                                              <C>         <C>      <C>
Inficon Inc, US               Inficon GmbH, CH     USD           65,322      65,332   6.85%
Inficon GmbH, Cologne         Inficon GmbH, CH     DEM           22,900      10,999   5.55%
Inficon AG, Liechtenstein     Inficon Holding AG   CHF           17,291      10,671   6.38%
Inficon Ltd, Korea            Inficon Holding AG   KRW          481,546         381   6.40%
Inficon Pte Ltd, Singapore    Inficon Holding AG   SGD          699,663         404   6.40%
</TABLE>

     All of these loans are unsecured fixed advances extended in connection with
the purchase by our subsidiaries of the assets relating to our business from
Unaxis.

C. Interests of Experts and Counsel.

         Not applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information.

         Index to Financial Statements


                                       43

<PAGE>

                                                                    Page Number

1. Audited Financial Statements

Report of Independent Auditors                                          F-2

Consolidated Balance Sheets as of December
31, 1999 and 2000                                                       F-3

Consolidated Statements of Income for the three years in
the period ended December 31, 2000                                      F-4

Consolidated Statements of Stockholders'
Equity for the three years in the period ended
December 31, 2000                                                       F-5

Consolidated Statements of Cash Flows for the
three years in the period ended
December 31, 2000                                                       F-6

Notes to Consolidated Financial Statements                              F-7

2. Financial Statement Schedule

Schedule II - Valuation and Qualifying Accounts                         F-23

All other schedules have been omitted as the required information is not
applicable or the information is presented in the financial statements or the
notes thereto.

Legal Proceedings

     We are not currently involved in any material court, arbitral or
administrative proceedings, nor are we aware of any such proceeding pending or
threatened.

Dividend Policy

     We currently intend to retain all future earnings to finance future growth
and therefore do not anticipate proposing to our shareholders the payment of any
dividends in the foreseeable future.

B. Significant Changes.

     Since the date of the annual financial statements included in this annual
report, no significant change has occurred.

Item 9. The Offer and Listing

A. Offer and Listing Details.

     Since we completed our initial public offering on November 8, 2000, the
price history of our stock is necessarily limited. For the year 2000, the year
we became a public company, our high and low market price were CHF 240 and CHF
150 for our shares and U.S.$12.88 and U.S $8.38 for our ADSs.

     For the four most recent months, our high and low marked prices have been:
<TABLE>
<CAPTION>

    Month                                     High                                           Low
                             Shares (in CHF)        ADSs (in U.S.$)         Shares (in CHF)        ADSs (in U.S.$)
                             ---------------        ---------------         ---------------        ---------------
<S>       <C>                        <C>                <C>                       <C>                  <C>
November, 2000                       240                12.8750                   180                  10.375
December, 2000                       211                12.125                    150                   9.75
January, 2001                        190                11.50                     160                  10.25
February, 2001                       181                11.0                      140                   8.375
</TABLE>


                                       43
<PAGE>

B. Plan of Distribution.

         Not applicable.

C. Markets.

     Our shares are listed on the SWX Swiss Exchange and our ADSs are listed on
The Nasdaq National Market, in each case under the symbol "IFCN".

D. Selling Shareholders.

         Not applicable.

E. Dilution

         Not applicable.

F. Expenses of the Issue.

         Not applicable.

Item 10. Additional Information

A. Share Capital.

         Not applicable.

B. Memorandum and Articles of Association.

     Set forth below is a summary description of the material provisions of our
articles of incorporation and Swiss law relating to our company purpose and
shareholders' rights.

Register Entry Number and Purpose of INFICON Holding AG

     Inficon Holding AG is registered in the commercial register of the Canton
of St. Gallen, Switzerland. There is no register entry number. On their first
page, our articles of incorporation describe the objects and purpose of our
corporation as follows:

     "The purpose of the Corporation is to participate in manufacturing, trading
     and service businesses in Switzerland and abroad and to hold, acquire and
     sell such participations.

     The Corporation may, in Switzerland as well as abroad, establish branches
     and subsidiaries. The Corporation may perform all transactions which are
     directly or indirectly related to its purpose.

     Furthermore, the Corporation may acquire or sell real estate."

Transfer of Shares

     There are no restrictions on the free transferability of our shares. A
transfer of shares is effectuated by corresponding entry in the books of a bank
or depositary institution following assignment in writing by the selling
shareholder and notification of such assignment to us which can be made by the
bank or the depositary institution. In order to be registered in our share
register as a shareholder with voting rights, a purchaser must file with us a
share registration form disclosing its name, citizenship or registered office
and address.


                                       44
<PAGE>



     A purchaser that does not make such disclosure will be registered as a
shareholder without voting rights. This means that the purchase r may not
participate in or vote at a shareholders' meeting, but will still be entitled to
dividends and other rights with financial value. Notwithstanding the foregoing,
any shares held by or on behalf of The Bank of New York, as depositary, or any
successor depositary for the ADSs, will be registered with voting rights. We may
enter into agreements with banks or finance companies which hold shares for the
account of other persons (nominees) regarding the entry of the beneficial owners
of our shares into the share register.

     The shares and the pecuniary rights arising therefrom may only be pledged
in favor of the bank which has the book-entry regarding these shares by written
pledge agreement. A notification to us is not required.

Voting Rights and Share Certificates

     Each of our shares carries one vote at our shareholders' meetings. Voting
rights may be exercised only after a shareholder has been recorded in our share
register (Aktienbuch) as a shareholder with voting rights. We may enter into
agreements with banks or financial companies which hold shares for the account
of other persons (nominees) regarding the exercise of the voting rights related
to the shares. Registration with voting rights is subject to restrictions. See
"Transfer of Shares".

     Our shares are cleared and settled through SIS SegaInterSettle AG. The
shares will not be physically represented by certificates but will be managed
collectively in book-entry form by SIS SegaInterSettle AG. Shareholders are
therefore not entitled to have their shares physically represented and delivered
in certificate form (aufgehobener Titeldruck). They can, however, request a
statement confirming their ownership of the shares.

Net Profits, Dividends and Liquidation Rights

     Swiss law requires that at least 5% of our annual net profits must be
retained by us as general reserves for so long as these reserves amount to less
than 20% of our par share capital. Because INFICON Holding AG is a holding
company, any net profits remaining thereafter are distributable at the
shareholders' meeting.

     Under Swiss law, dividends may be paid out only if a company has sufficient
distributable profits from previous business years, or if the reserves of the
company are sufficient to allow the distribution of a dividend. In either event,
dividends may be paid out only upon approval by the shareholders' meeting. The
board of directors may propose that a dividend be paid out, but cannot itself
declare the dividend. In practice, the shareholders' meeting usually approves
the dividend proposal of the board.

     Dividends are usually due and payable immediately after the shareholders'
resolution relating to the allocation of profits has been passed. The statute of
limitations in respect of dividend payments is five years. For information about
deduction of withholding taxes, see "Taxation", below.

     In the event of liquidation, any surplus arising out of a liquidation
(after the settlement of all claims of all creditors) is distributed to
shareholders in proportion to the paid par value of shares held, but this
surplus is subject to Swiss withholding tax of 35%. See "Taxation".

No Liability of Our Shareholders for Capital Calls; No Redemption, Sinking Fund
or Similar Provisions

     Our shares are fully paid-up and non-assessable. No shareholder has any
liability to further capital calls by us. Our articles of incorporation do not
contain any redemption provisions, sinking fund provisions or any provisions
discriminating against any existing or prospective holder of our shares as a
result of such shareholder owning a substantial number of shares.

Repurchase of Shares

     Swiss law limits the number of our shares which we may hold or repurchase.
We and our subsidiaries may only repurchase our own shares if we have sufficient
available reserves to pay the purchase price, and if the aggregate par value of
such shares does not exceed 10% of our par share capital. Shares repurchased by
us and our subsidiaries do not carry any rights to vote at shareholders'
meetings but are generally entitled to the economic benefits applicable to our


                                       45
<PAGE>


shares generally. Furthermore, we must create a reserve on our balance sheet in
the amount of the purchase price of the acquired shares. Currently, we own none
of our own shares.

Change of Shareholder Rights

     Under Swiss law, the rights of shareholders may only be changed by way of
amending the articles of incorporation which requires a shareholders' resolution
passed by the majority of the shares represented at the shareholders' meeting.
In addition, certain changes to shareholder rights require a supermajority of
votes. For instance, a reverse stock split may only be effectuated by an
unanimous vote of the shareholders of a corporation. The creation of shares with
privileged voting rights, restrictions on the transferability of shares or a
restriction or elimination of preemptive rights of shareholders require a
resolution passed at a shareholders' meeting with a supermajority
(qualifiziertes Mehr) of two-thirds of the shares represented at such meeting
and a simple majority of the aggregate par value of the shares represented at
such meeting.

Shareholders' Meetings

     Under Swiss law, an annual shareholders' meeting must be held within six
months after the end of a company's financial year. Shareholders' meetings may
be convened by the board of directors or, if necessary, by the statutory
auditors. The board of directors is further required to convene an extraordinary
shareholders' meeting if so resolved by a shareholders' meeting or if so
requested by holders of shares representing in aggregate at least 10% of the
share capital of the company. Shareholders holding shares with a par value of at
least CHF 1 million have the right to request in writing, at least 50 days prior
to the day of the respective shareholders' meeting, that a specific proposal be
discussed and voted upon at such shareholders' meeting. If the board of
directors does not call a shareholders' meeting within a reasonable period after
the request was made, it may be ordered by a judge at the request of the
shareholders seeking such a meeting. A shareholders' meeting is convened by the
board of directors publishing a notice in the Swiss official gazette of commerce
(Schweizerisches Handelsamtsblatt) at least 20 days prior to such meeting. In
addition, shareholders may be informed by a letter sent to the address indicated
in the share register.

     There is no provision in our articles of incorporation requiring a presence
quorum at shareholders' meetings.

Restrictions on Right to Own our Securities and on Ability to Effect a Change of
Control

     Apart from the limitations described above on the right of a company to own
its own securities and the restriction on the voting rights of a purchaser of
our shares that does not file with us a share registration form disclosing its
name, citizenship and registered office or address, there are no limitations on
the rights to own securities of INFICON, regardless of who owns them.

     None of our organizational documents contain any provision that would have
an effect of delaying, deferring or preventing a change of control of INFICON.

Disclosure of Principal Shareholders

     None of our organizational documents contain any provision governing the
ownership threshold above which ownership must be disclosed. However, under the
Swiss Stock Exchange Act, shareholders and groups of shareholders acting in
concert who acquire or dispose of shares and thereby reach, exceed or fall below
the respective threshold of 5%, 10%, 20%, 33.33%, 50% or 66.66% of the voting
rights of a Swiss listed company with a registered office in Switzerland must
notify the company and the SWX Swiss Exchange of such transactions in writing
within four trading days, whether or not the voting rights can be exercised.
Following receipt of such notification, the corporation must inform the public
within two trading days.

     An additional disclosure obligation exists under the Swiss Code of
Obligations pursuant to which a company must disclose the identity and size of
shareholdings of all its shareholders and shareholder groups acting in concert
who hold more than 5% of its voting rights. This disclosure must be made once a
year in the notes to the financial statements as published in the company's
annual report.

                                       46
<PAGE>


Changes in Capital

     Our articles of incorporation do not impose conditions governing changes in
the capital that are more stringent than is required by law. Under Swiss law,
additional capital may be raised by shareholders' resolution of a majority of
shares except for an increase in our share capital (i) by way of capitalization
of reserves (Kapitalerhohung aus Eigenkapital), (ii) against contribution in
kind (Sacheinlage), (iii) for the acquisition of assets (Sachubernahme), (iv)
involving the grant of special privileges or benefits, or (v) for the purpose of
creating authorized or conditional share capital which require a resolution
passed at a shareholders' meeting with the supermajority (qualifiziertes Mehr)
of at least two-thirds of the shares represented at such meeting and a simple
majority of the aggregate par value of the shares represented at such meeting.

Authorized and Conditional Share Capital

     Under the Swiss Code of Obligations, the shareholders may decide on an
increase of the share capital in a specified aggregate par value up to 50% of
the existing share capital in the form of:

(4)  authorized capital (genehmigtes Kapital) to be utilized at the discretion
     of the board of directors within a period not exceeding two years; or

(5)  conditional capital (bedingtes Kapital) for the purpose of issuing shares,
     inter alia, (i) to grant rights to employees of a company or its
     subsidiaries to subscribe to new shares or (ii) to grant conversion rights
     or warrants to holders of convertible bonds. Such capital is called
     "conditional" because the issuance of any new shares is conditioned upon
     third parties, such as employees of the company or convertible bondholders,
     exercising their rights to require the issuance of such shares.

Director's Power to Vote on a Proposal in which the Director is Materially
Interested

     None of our organizational documents contain any provision with respect to
(a) a director's power to vote on a proposal, arrangement or contract in which
the director is materially interested; (b) the director's power, in the absence
of an independent quorum, to vote compensation to themselves or any members of
their body; (c) borrowing powers exercisable by the directors and how such
borrowing powers can be varied; (d) retirement or non-retirement of directors
under an age limit requirement; and (e) number of shares, if any, required for
director's qualification.

     Under applicable Swiss law, however, a director or officer of a company is
prohibited from representing the company in a transaction to which such director
or officer is a party unless the director or officer is explicitly authorized to
do so by the company, the transaction is later approved by the company or there
is no potential risk of overreaching by the director or officer. The same holds
true if a person who is a director or officer of two companies acts on both
sides of a transaction between the two companies. However, Swiss case law seems
to permit such "double representation" between affiliated companies, at least in
transactions between a parent company and its wholly-owned subsidiary. In
addition, the duty of loyalty imposed on a director or officer by Swiss
corporation law requires such director or officer to abstain from voting on a
matter in which the director or officer is not only materially interested but in
which the director or officer's interest is directly opposite to the one of the
company.

The Rights of ADR Holders

     The rights of our ADR holders are set out in and limited by the provisions
of the deposit agreement among us, The Bank of New York and the owners and
beneficial owners from time to time of ADRs .

     The following is a summary of the material provisions of the deposit
agreement. For more complete information, you should read the entire deposit
agreement and the form of ADR which are included as exhibit hereto.


                                       47
<PAGE>


     Share Dividends and Other Distributions

     The Bank of New York has agreed to pay to you the cash dividends or other
distributions it or the custodian receives on shares or other deposited
securities, after deducting its fees and expenses. You will receive these
distributions in proportion to the number of shares your ADSs represent.

o    Cash. The Bank of New York will convert any cash dividend or other cash
     distribution we pay on the shares into U.S. dollars, if it can do so on a
     reasonable basis and can transfer the U.S. dollars to the United States. If
     that is not possible or if any approval from the Swiss government is needed
     and can not be obtained, the deposit agreement allows The Bank of New York
     to distribute the foreign currency only to those ADR holders to whom it is
     possible to do so. It will hold the foreign currency it cannot convert for
     the account of the ADR holders who have not been paid. It will not invest
     the foreign currency and it will not be liable for any interest.

     Before making a distribution The Bank of New York will deduct any
     withholding taxes that must be paid under Swiss law. See "Additional
     Information---Taxation" below. It will distribute only whole U.S. dollars
     and cents and will round fractional cents to the nearest whole cent. If the
     exchange rates fluctuate during a time when The Bank of New York cannot
     convert the foreign currency, you may lose some or all of the value of the
     distribution.

o    Shares. The Bank of New York may distribute additional ADSs representing
     any shares we distribute as a dividend or free distribution, if we furnish
     it promptly with satisfactory evidence that it is legal to do so. The Bank
     of New York will only distribute whole ADSs. It will sell shares which
     would require it to issue a fractional ADS and distribute the net proceeds
     in the same way as it does with cash. If The Bank of New York does not
     distribute additional ADRs, each ADS will also represent the new shares.

o    Rights to purchase additional shares. If we offer holders of our securities
     any rights to subscribe for additional shares or any other rights, The Bank
     of New York may make these rights available to you. The Bank of New York
     will first consult with us and we must furnish The Bank of New York with
     satisfactory evidence that it is legal to do so. If we don't furnish this
     evidence, and The Bank of New York decides it is practical to sell the
     rights, The Bank of New York will sell the rights and distribute the
     proceeds in the same way as it does with cash. The Bank of New York will
     allow rights that are not distributed or sold to lapse. In that case, you
     will receive no value for them.

     If The Bank of New York makes rights available to you, it will exercise the
     rights and purchase the shares on your behalf. The Bank of New York will
     then deposit the shares and deliver ADSs to you. It will only exercise
     rights if you pay it the exercise price and any other charges the rights
     require you to pay.

     U.S. securities laws may restrict transfers and cancellation of the ADSs
     represented by shares purchased upon exercise of rights. For example, you
     may not be able to trade these ADSs freely in the United States. In this
     case, The Bank of New York may deliver the ADSs under a separate restricted
     deposit agreement which will contain the same provisions as the deposit
     agreement, except for changes needed to put the necessary restrictions in
     place.

o    Other Distributions. The Bank of New York will send to you anything else we
     distribute on deposited securities by any means it thinks is legal, fair
     and practical, provided, if the distribution is of securities, that we
     furnish it with satisfactory evidence that it is legal to do so. If it
     cannot make the distribution in that way, The Bank of New York has a
     choice. It may decide to sell what we distributed and distribute the net
     proceeds, in the same way as it does with cash. Or, it may decide to hold
     what we distributed, in which case ADSs will also represent the newly
     distributed property.

     The Bank of New York is not responsible if it decides that it is unlawful
or impractical to make a distribution available to any ADR holders. For example:


                                       48
<PAGE>



o    if Switzerland were to impose restrictions on convertibility of its
     currency into U.S. dollars or transfers of currency out of the country, it
     could be unlawful or impractical for The Bank of New York to make a cash
     distribution to ADR holders (currently no restrictions of this type exist);

o    distribution of shares, rights or other securities to ADR holders could be
     unlawful if the distribution would be considered a sale under U.S.
     securities law and the shares, rights or other securities were not
     registered under the Securities Act of 1933 for offer and sale in the
     United States; and o a distribution to ADR holders could be impractical if
     the expenses The Bank of New York would incur in making the distribution
     would exceed the value of the distribution to ADR holders.

     We have no obligation to register ADSs, shares, rights or other securities
under the Securities Act. We also have no obligation to take any other action to
permit the distribution of ADRs, shares, rights or anything else to ADR holders.
This means that you may not receive the distributions we make on our shares or
any value for them if it is illegal or impractical for us to make them available
to you.

     Deposit, Withdrawal and Cancellation

     The Bank of New York will deliver ADSs if you or your broker deposit shares
or evidence of rights to receive shares with the custodian. Upon payment of its
fees and expenses and of any taxes or charges, such as stamp taxes or stock
transfer taxes or fees, The Bank of New York will register the appropriate
number of ADSs in the names you request and will deliver the ADRs at its office
to the persons you request.

     You may turn in your ADRs at The Bank of New York's office. Upon payment of
its fees and expenses and of any taxes or charges, such as stamp taxes or stock
transfer taxes or fees, The Bank of New York will deliver the shares and any
other deposited securities underlying the ADR to you or a person you designate
at the office of the custodian. Or, at your request, risk and expense, The Bank
of New York will deliver the deposited securities at its office, if feasible.

     Voting Rights

     You may instruct The Bank of New York to vote the shares underlying your
ADRs, but only if we ask The Bank of New York to ask for your instructions.
Otherwise, you won't be able to exercise your right to vote unless you withdraw
the shares. However, you may not know about the meeting enough in advance to
withdraw the shares.

     If we ask for your instructions, The Bank of New York will notify you of
the upcoming vote and arrange to deliver our voting materials to you. The
materials will (1) describe the matters to be voted on and (2) explain how you
may instruct The Bank of New York to vote the shares or other deposited
securities underlying your ADSs as you direct. For instructions to be valid, The
Bank of New York must receive them on or before the date specified. The Bank of
New York will try, as far as practical, subject to Swiss law and the provisions
of our articles of incorporation, to vote or to have its agents vote the shares
or other deposited securities as you instruct. The Bank of New York will only
vote or attempt to vote as you instruct.

     We can not assure you that you will receive the voting materials in time to
ensure that you can instruct The Bank of New York to vote your shares. In
addition, The Bank of New York and its agents are not responsible for failing to
carry out voting instructions or for the manner of carrying out voting
instructions. This means that you may not be able to exercise your right to vote
and there may be nothing you can do if your shares are not voted as you
requested.

     The rules of The Nasdaq National Market currently require us to solicit
proxies from holders of ADSs. Accordingly, we intend to ask The Bank of New York
to seek your voting instructions for all shareholder meetings. However if we
were to delist the ADSs from The Nasdaq National Market, Nasdaq's rules no
longer require solicitation, we would have the right not to ask for voting
instructions. For example, we might decide to do so in order to save the
expenses of the solicitation, or if we decide that too few ADR holders were
interested in exercising voting rights, or if we preferred that the shares
represented by ADSs not be voted.

     Fees and Expenses


                                       49
<PAGE>

<TABLE>
<CAPTION>

<S>                                                               <C>
       ADR holders must pay:                                      For:

       $5.00 (or less) per 100 ADSs                               o     Each issuance of an ADR, including as a result of a
                                                                          distribution of shares or rights or other property
                                                                  o     Each cancellation of an ADR for the purpose of
                                                                          withdrawal, including if the deposit agreement
                                                                          terminates
       $.02 (or less) per ADS                                     o     Any cash distribution to you
       A fee equivalent to the fee that would be payable          o     Distribution of securities distributed to holders
          if the securities distributed to you had been                 of deposited securities which are distributed by
          shares had been deposited for issuance of ADSs                The Bank of New York to ADR holders
       $1.50 per ADR delivered                                    o     Registration or transfer of ADRs
       Registration or transfer fees                              o     Transfer and registration of shares on our share
                                                                        register to or from the name of The Bank of New
                                                                        York or its agent when you deposit or withdraw
                                                                        shares. No such fees are currently charged for
                                                                        registration or transfer of our shares.
       Expenses of The Bank of New York                           o     Conversion of foreign currency to U.S. dollars
       Expenses of The Bank of New York                           o     Cable, telex and facsimile transmission expenses (if
                                                                          expressly provided in the deposit agreement)
       Taxes and other governmental charges The Bank of New York  o     As necessary.
          or the custodian have to pay on any ADR or share
          underlying an ADR, for example, stock transfer taxes,
          stamp duty or withholding taxes
       Anycharges payable by The Bank of New York or its agents   o     As incurred. No charges of this type are currently made in
          servicing the deposited securities.                           connection with in the Swiss market.
</TABLE>


     Payment of Taxes

     The Bank of New York may deduct the amount of any taxes owed from any
payments to you. It may also sell deposited securities, by public or private
sale, to pay any taxes owed. You will remain liable if the proceeds of the sale
are not enough to pay the taxes. If The Bank of New York sells deposited
securities, it will, if appropriate, reduce the number of ADSs to reflect the
sale and pay to you any proceeds, or send to you any property, remaining after
it has paid the taxes.

     Reclassifications, Recapitalizations and Mergers

<TABLE>
<CAPTION>
<S>                                                               <C>
       If we:                                                     Then:
       ------                                                     -----

       o Change the nominal or par value of our shares            The cash, shares or other
                                                                  securities received by The Bank of New York

       o Reclassify, split up or consolidate any                  Each ADS will automatically represent its equal share of the new
         of the deposited securities                              deposited securities.

       o Distribute securities on the shares that are             The Bank of New York may, and will if we ask it to,
         not distributed to you                                   distribute some or all of the cash, shares or other
                                                                  securities it received.  It may also issue new ADRs
       o  Recapitalize, reorganize, merge, liquidate,             or ask you to surrender your outstanding ADRs in exchange
          sell all or substantially all of our assets,            for new ADRs identifying the new deposited securities.
          or take any similar action
</TABLE>


     Amendment and Termination

     We may agree with The Bank of New York to amend the deposit agreement and
the ADRs without your consent for any reason. If the deposit amendment adds or
increases fees or charges, except for taxes and other

                                       50
<PAGE>

governmental charges or expenses of The Bank of New York for registration fees,
facsimile costs, delivery charges or similar items, or prejudices a substantial
right of ADR holders, it will only become effective 30 days after The Bank of
New York notifies you of the amendment. At the time an amendment becomes
effective, you are considered, by continuing to hold your ADR, to agree to the
amendment and to be bound by the ADRs and the deposit agreement as amended.

     The Bank of New York will terminate the deposit agreement if we ask it to
do so. The Bank of New York may also terminate the deposit agreement if The Bank
of New York has told us that it would like to resign and we have not appointed a
new depositary bank within 60 days. In both cases, The Bank of New York must
notify you at least 30 days before termination.

     After termination, The Bank of New York and its agents will do the
following under the deposit agreement but nothing else: (1) advise you that the
deposit agreement is terminated, (2) collect distributions on the deposited
securities, and (3) deliver shares and other deposited securities upon
cancellation of ADRs. One year after termination, The Bank of New York may sell
any remaining deposited securities by public or private sale. After that, The
Bank of New York will hold the money it received on the sale, as well as any
other cash it is holding under the deposit agreement for the pro rata benefit of
the ADR holders that have not surrendered their ADRs. It will not invest the
money and has no liability for interest. The Bank of New York's only obligations
will be to account for the money and other cash. After termination our only
obligations will be to indemnify The Bank of New York for some losses and to pay
certain amounts to The Bank of New York.

     Limitations on Obligations and Liability

     The deposit agreement expressly limits our obligations and the obligations
of The Bank of New York. It also limits our liability and the liability of The
Bank of New York. We and The Bank of New York:

     o    are only obligated to take the actions specifically set forth in the
          deposit agreement without negligence or bad faith;

     o    are not liable if either of us is prevented or delayed by law or
          circumstances beyond our control from performing our obligations under
          the deposit agreement;

     o    are not liable if either of us exercises discretion permitted under
          the deposit agreement;

     o    have no obligation to become involved in a lawsuit or other proceeding
          related to the ADRs or the deposit agreement on your behalf or on
          behalf of any other party; and

     o    may rely upon any documents we believe in good faith to be genuine and
          to have been signed or presented by the proper party.

     In the deposit agreement, we agree to indemnify The Bank of New York for
acting as depositary, except for losses caused by The Bank of New York's own
negligence or bad faith, and The Bank of New York agrees to indemnify us for
losses resulting from its negligence or bad faith.

     Requirements for Depositary Actions

     Before The Bank of New York will deliver or register a transfer of an ADR,
make a distribution on an ADR, or permit withdrawal of shares, The Bank of New
York may require:

     o    payment of stock transfer or other taxes or other governmental charges
          and transfer or registration fees charged by third parties for the
          transfer of any shares or other deposited securities;

     o    satisfactory proof of the identity and genuineness of any signature or
          other information it deems necessary; and

                                       51

<PAGE>


     o    compliance with regulations it may establish, from time to time,
          consistent with the deposit agreement, including presentation of
          transfer documents.

     The Bank of New York may refuse to deliver ADRs or register transfers of
ADRs generally when the transfer books of The Bank of New York or our transfer
books are closed or at any time if The Bank of New York or we think it advisable
to do so.

     Your Right to Receive the Shares Underlying Your ADRs

     You have the right to cancel your ADRs and withdraw the underlying shares
at any time except:

     o    When temporary delays arise because: (1) The Bank of New York has
          closed its transfer books or we have closed our transfer books; (2)
          the transfer of shares is blocked to permit voting at a shareholders'
          meeting; or (3) we are paying a dividend on our shares.

     o    When you or other ADR holders seeking to withdraw shares owe money to
          pay fees, taxes and similar charges.

     o    When it is necessary to prohibit withdrawals in order to comply with
          any laws or governmental regulations that apply to ADRs or to the
          withdrawal of shares or other deposited securities.

     This right of withdrawal may not be limited by any other provision of the
deposit agreement.

     Pre-release of ADRs

     The deposit agreement permits The Bank of New York to deliver ADRs before
deposit of the underlying shares. This is called a pre-release of the ADR. The
Bank of New York may also deliver shares upon cancellation of pre-released ADRs
(even if the ADRs are canceled before the pre-release transaction has been
closed out). A pre-release is closed out as soon as the underlying shares are
delivered to The Bank of New York. The Bank of New York may receive ADRs instead
of shares to close out a pre-release. The Bank of New York may pre-release ADRs
only under the following conditions: (1) before or at the time of the
pre-release, the person to whom the pre-release is being made must represent to
The Bank of New York in writing that it or its customer owns the shares or ADRs
to be deposited; (2) the pre-release must be fully collateralized with cash or
other collateral that The Bank of New York considers appropriate; and (3) The
Bank of New York must be able to close out the pre-release on not more than five
business days' notice. In addition, The Bank of New York will limit the number
of ADSs that may be outstanding at any time as a result of pre-release, although
The Bank of New York may disregard the limit from time to time, if it thinks it
is appropriate to do so.

C. Material Contracts.

Agreements in Connection with our Separation from Unaxis

     For a summary description of these agreements, to the extent they are
material, please see "Major Shareholders and Related Party
Transactions---Related Party Transactions" above.

     For a summary description of the deposit agreement between us, The Bank of
New York as depositary and the owners and beneficial owners from time to time of
ADRs, please see "Additional Information---The Rights of ADR Holders".

Loan Agreement with Credit Suisse

     On November 23, 2000, we entered into a loan agreement with Credit Suisse
to provide us with working capital financing in an amount of up to U.S.$ 30.0
million in the form of either a current account loan, fixed advances,
bid-/advance payment-/performance bonds, the issuance of letters of credit or
margin coverage for foreign exchange forward transactions. The initial interest
rates for any current account loan were fixed at 9% for loans in U.S.$, 7.75%
for loans in Euro and 5.25% for loans in CHF. Credit Suisse, however, reserved
the right to make


                                       52
<PAGE>


adjustments to reflect prevailing money and capital market conditions. Credit
Suisse will in each case determine the interest rates for any fixed advances in
accordance with prevailing money and capital market rates and the pricing grid
attached as annex 1 to the agreement. Currently, the interest rate for fixed
advances is set at LIBOR +1.25% per annum. As consideration for its services,
Credit Suisse charged us an upfront fee of 0.125% upon closing of the agreement,
calculated on the facility amount, and will charge us a quarterly fee of 0.25%
on the loan amount when used as current overdraft facility and a commitment fee
of 0.1% per annum on the entire facility amount, payable quarterly in arrears,
which latter amount will be deducted on payable interest and letter of credit
fees on all utilizations under the credit facility. The agreement has a term of
one year and will automatically be extended for another year, unless terminated
with effect as of the end of a term by one party upon 90 days prior written
notice. The agreement contains a pari passu covenant with respect to any
existing or future similar bank loans and a material adverse change clause. The
agreement is governed by Swiss law. Currently, we have not drawn funds under
this facility.

Lease Agreements for Manufacturing Facilities in Balzers, Liechtenstein and
Cologne, Germany

     The lease agreement between Unaxis Balzers AG as landlord and INFICON AG,
Balzers as tenant for the manufacturing facility in Balzers, Liechtenstein was
entered into on September 1, 2000 and is effective until December 31, 2001. It
is renewable for additional terms of three months each unless terminated three
months prior to expiration of its respective term. The rent is calculated based
upon certain factors such as depreciation of and interest from building and
infrastructure for costing purposes and adjusted by the parties to the agreement
if there is a material change to any of these factors. As per September 1, 2000,
the rent was CHF 1.1 million plus additional expenses in the amount of CHF
886,000. The rent is payable on a monthly basis. It is contemplated that INFICON
AG will move into a new facility owned by the same landlord as per October 1,
2001.

     The lease agreement between BuL Vermietungsgesellschaft mbH & Co. KG as
landlord and INFICON GmbH as tenant for the manufacturing facility in Cologne,
Germany was entered into with effect as of July 1, 2000 for a term of ten years.
The monthly rent is DM 61,822.22 and will be adjusted according to the
prevailing German cost of living-index. There are additional monthly charges in
the amounts of DM 12,794 and DM 2.238 to cover utilities and administrative
expenses and a monthly prepayment in the amount of DM 9.194 for additional costs
which will be calculated based on a certain formula. The lease agreement is
governed by German law and contains customary representations and warranties. In
addition, landlord and tenant agreed that in the beginning of 2001 the tenant
will vacate some of the used area and take over some additional floor-space in
other buildings and that the landlord will make a correlating adjustment to the
rent.

D. Exchange Controls.

     Other than in connection with government sanctions imposed on Iraq, Serbia,
Libya (currently suspended) and portions of Angola (UNITA), there are currently
no government laws, decrees or regulations in Switzerland that restrict the
export or import of capital, including, but not limited to, Swiss foreign
exchange controls on the payment of dividends, interest or liquidation proceeds,
if any, to non-resident holders of capital stock of Swiss corporations.

E. Taxation.

Swiss Taxation of Residents of the United States

     Under Swiss tax laws, dividends paid and similar cash or in-kind
distribution made by us to a holder of shares (including dividends on
liquidation proceeds and stock dividends) are subject to a Swiss federal
withholding tax at a rate of presently 35%. The withholding tax must be withheld
by us from the gross distribution and be paid to the Swiss Federal Tax
Administration.

     Pursuant to the current Convention Between the United States of America and
the Swiss Confederation for the Avoidance of Double Taxation with Respect to
Taxes on Income entered into force on December 19, 1997 (the "Treaty"), a U.S.
holder of shares is eligible for a reduced rate of the withholding tax equal to
15% of the dividend, provided that such holder (1) is a resident of the United
States for purposes of the Treaty, (2) qualifies for benefits under the Treaty
and (3) holds less than 10% of the voting stock of the company.


                                       53
<PAGE>


     Such an eligible holder must apply for a refund of the amount of the Swiss
withholding tax in excess of the 15% Treaty rate. The claim for refund must be
filed on Swiss Tax Form 82, which may be obtained from any Swiss Consulate
General in the United States or from the Federal Tax Administration of
Switzerland at the address below. Three copies of the form must be duly
completed, signed before a notary public of the United States, and sent to the
Federal Tax Administration of Switzerland, Eigerstrasse 65, CH-3003 Berne,
Switzerland. The form must be accompanied by suitable evidence of deduction of
the Swiss withholding tax withheld at source, such as certificates of deduction,
signed bank vouchers or credit slips. The form may be filed on or after July 1
or January 1 following the date the dividend was payable, but no later than
December 31 of the third year following the calendar year in which the dividend
became payable.

United States Taxation

     The following discussion, based on current law, is a summary of the
material United States federal income tax considerations to you of the
acquisition, ownership and disposition of the ADSs or shares as of the date
hereof. The discussion of the United States federal income tax consequences set
forth below is based upon the Internal Revenue Code of 1986, as amended, its
legislative history, existing and proposed regulations, and judicial decisions
and administrative interpretations thereunder, all as currently in effect, and
such authorities may be subject to subsequent changes in United States law or in
any double taxation convention or treaty between the United States and
Switzerland, which changes may have retroactive effect, so as to result in
federal income tax consequences different from those discussed below. In
addition, this summary is based, in part, upon representations made by the
Depositary to us and assumes that the Deposit Agreement, and all other related
agreements, will be performed in accordance with their terms. This discussion
does not purport to deal with all aspects of United States federal income
taxation that may be relevant to a particular holder in light of the holder's
circumstances, for example, persons subject to the alternative minimum tax
provisions of the Internal Revenue Code. Also, this discussion does not deal
with special rules that may apply to you if you are a member of a special class
of holders subject to special rules, including:

     o    a dealer in securities or currencies,

     o    a trader in securities that elects to use a mark-to-market method of
          accounting for your securities holdings,

     o    a financial institution,

     o    a life insurance company,

     o    a tax-exempt organization,

     o    a person that actually or constructively owns 10% or more of our
          voting stock,

     o    a person holding ADS or shares as part of a hedging, conversion or
          constructive sale transaction or straddle, or

     o    a person whose "functional currency" is not the United States dollar.

     The discussion also does not discuss any aspect of state, local or foreign
law, nor federal estate and gift tax law.

     The discussion below pertains to you only if you are a "U.S. Holder" who
qualifies for benefits under the Treaty, holds less than 10% of our total shares
outstanding, holds the ADSs or shares as a capital asset, and whose functional
currency is the U.S. dollar. You are a U.S. Holder if you are a beneficial owner
of ADSs or shares and you are:

     o    a citizen or individual resident of the United States,

     o    a corporation, partnership or other entity created in or under the
          laws of the United States or any political subdivision thereof,

                                       54
<PAGE>


     o    an estate, the income of which is subject to United States federal
          income taxation regardless of its source, or

     o    a trust if (A) a court within the United States is able to exercise
          primary supervision over the administration of the trust and (B) one
          or more United States persons have the authority to control all
          substantial decisions of the trust.

     You will qualify for benefits under the Treaty under most circumstances if
you are a resident of the United States for purposes of the Treaty and you are a
U.S. Holder.

     You are urged to consult with your own tax advisor regarding the tax
consequences of investing in the ADSs or shares, including the tax effects of
any state, local, foreign, or other tax laws and possible changes in the tax
laws.

     Distributions

     For United States federal income tax purposes, you will be required to
include as ordinary dividend income the full amount (not reduced by any Swiss
withholding tax) of any distribution to the extent paid to you out of the our
current or accumulated earnings and profits as defined for United States federal
income tax purposes. Such dividend will constitute income from sources outside
the United States. Dividends paid by us are not eligible for the dividends
received deduction generally allowed to corporate shareholders. If any
distribution exceeds our current and accumulated earnings and profits, such
excess will be treated as a nontaxable return of capital to the extent of your
tax basis in the shares and thereafter as capital gain. Consequently, such
distributions in excess of our current and accumulated earnings and profits
would not give rise to foreign source income and as a U.S. Holder, you would not
be able to use the foreign tax credit arising from any Swiss withholding tax
imposed on such distribution unless such credit can be applied (subject to
applicable limitations) against United States tax due on other foreign source
income in the appropriate category for foreign tax credit purposes.

     Because payments of dividends with respect to ADSs and shares are to be
made in Swiss Francs, a U.S. Holder will be required to determine the amount of
dividend income by translating the Swiss Francs into U.S. dollars at the "spot
rate" on the date of receipt regardless of whether such Swiss Francs are
converted into U.S. dollars. The tax basis of Swiss Francs received by you will
equal the U.S. dollar equivalent of such Swiss Francs at the spot rate on the
date such Swiss Francs are received by you. Upon subsequent exchange of such
Swiss Francs for U.S. dollars, or upon the use of such Swiss Francs to purchase
property, you will recognize exchange gain or loss equal to the difference
between your tax basis for the Swiss Francs and the U. S. dollars received or,
if property is received, the fair value of the property on the date of the
exchange. Such gain or loss will be treated as United States source ordinary
income or loss. A U.S. Holder may be required to recognize exchange gain or loss
if the amount of any refund of the Swiss withholding tax differs from the United
States dollar value of such refund on the date the dividends were received.

     You may be entitled to claim as a credit against your United States federal
income tax liability, or alternatively you may deduct from your United States
federal taxable income, the amount of the withholding tax to the extent of the
15% Treaty rate. However, your ability to claim a foreign tax credit is subject
to a general limitation that is determined by the amount of your United States
source income relative to your total income. In addition, your ability to claim
the credit is subject to a specific basket limitation that is determined in a
similar way with respect to a specific type of income. Any refundable portion of
the paid Swiss withholding tax, such as the amount of the withholding tax in
excess of the 15% Treaty rate, would not be eligible for credit against United
States federal income tax liability. For foreign tax credit purposes, dividends
paid by us will constitute "passive income" or, in the case of some U.S.
holders, "financial services income". The rules governing the foreign tax credit
are complex. You are urged to consult your own tax advisor regarding the
availability of the foreign tax credit under your particular circumstances.

     Sale, Exchange or Other Disposition of Shares

     Any gain or loss on a sale, exchange or other disposition of ADSs or shares
by a U.S. Holder will be capital gain or loss for United States federal income
tax purposes in an amount equal to the difference between the amount realized on
the disposition and the U.S. Holder's tax basis in the ADSs or shares. Any such
gain or loss will be United States source gain or loss and will be long-term
capital gain or loss if you held the ADSs or shares for more than one


                                       55
<PAGE>

year. In the case of an individual U.S. Holder, capital gains will be subject to
U.S. federal income tax at preferential rates if specified minimum holding
periods are met. The deductibility of capital losses is subject to limitations.

     Passive Foreign Investment Company Considerations

     We believe that we will not be treated as a passive foreign investment
company (a "PFIC") for United States federal income tax purposes for the current
taxable year and expect to continue our operations in such a manner that we will
not be a PFIC. However, this is a factual determination that must be made after
the close of each taxable year and therefore is subject to change. We would be a
PFIC with respect to you if for any taxable year in which you held our ADSs or
shares either (1) 75% or more of our gross income consists of some specified
types of "passive" income, such as dividends, interest, rents and royalties, or
(2) the average percentage of its assets (by value) that produce or are held for
the production of passive income is at least 50%. If we were to become a PFIC
for any taxable year during which you owned our ADSs or shares you (1) would be
subject to additional taxes on certain distributions received from us and on any
gain realized upon the sale or other dispositions of the ADSs or shares unless
you made a mitigating tax election if available and (2) would be required to
file an annual information return describing the distributions received from us
and any gain realized upon the disposition of a beneficial interest in us. You
should consult your own tax advisor regarding the potential application of the
PFIC rules to your ownership of ADSs or shares.

     United States Information Reporting and Backup Withholding

     Dividend payments with respect to the ADSs and shares and proceeds from the
sale, exchange or redemption of the ADSs and shares paid to U.S. Holders other
than some exempt recipients (such as corporations) may be subject to information
reporting to the Internal Revenue Service and possible United States backup
withholding at 31% rate. Backup withholding will not apply, however, to a holder
who furnishes a correct taxpayer identification number or certificate of foreign
status and makes any other required certification or who is otherwise exempt
from backup withholding. A U.S. Holder will provide such certification on
Internal Revenue Service Form W-9. Shareholders should consult their tax
advisors regarding the application of the information reporting and backup
withholding rules.

Amounts withheld as backup withholding may be credited against your federal
income tax liability, and you may obtain a refund of any excess amounts withheld
under the backup withholding rules by filing the appropriate claim for refund
with the Internal Revenue Service and furnishing any required information.

F. Dividends and Paying Agents.

         Not applicable.

G. Statements by Experts.

         Not applicable.

H. Documents on Display.

     Except for the documents listed below, all documents referred to in this
annual report were either filed with the Securities and Exchange Commission as
exhibits to the registration statement on Form F-1 that became effective on
November 8, 2000 or are being filed as exhibits to this annual report on Form
20-F and may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and will also be available for inspection and
copying at the regional offices of the Securities and Exchange Commission
located at Seven World Trade Center, 13th Floor, New York, New York 10048 and at
Citicorp Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60661.
Copies of such material may also be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Securities and Exchange Commission also maintains a
website that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of this website is http://www.sec.gov.


                                       56
<PAGE>



     Copies of the our articles of incorporation are available at the office of
INFICON Holding AG, Hintergasse 15 B, 7310 Bad Ragaz, Switzerland, and an
English translation thereof has been filed with the Securities and Exchange
Commission as an exhibit to the registration statement on Form F-1.

     Subsidiary Information.

     Not applicable.

Item 11. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

     Certain members of our combined group have periodically borrowed funds from
Unaxis. If interest rates were to increase by 10%, there would not be a material
impact on our results of operations or financial position. We do not expect to
have significant outstanding debt during the next fiscal year.

Foreign Exchange Rate Risk

     Approximately 65.3% and 69.0% of our net sales in the years ended December
31, 2000 and 1999, respectively, were recognized through our subsidiaries
outside the United States. Our foreign subsidiaries maintain their accounting
records in their local currencies. Consequently, period-to-period comparability
of our results of operations is affected by fluctuations in exchange rates. We
derive a significant portion of our cash flows from foreign-denominated revenue.
To the extent the dollar value of foreign-denominated revenue is diminished as a
result of a strengthening U.S. dollar, our results of operations and cash flows
could be adversely affected.

     The primary currencies to which we have exposure are the Japanese yen, the
Swiss franc, the Deutsche mark and the euro. This exposure arises from our sales
of inventory among our subsidiaries for resale in local currencies.
Consequently, the cash flows from our subsidiaries are affected by exchange rate
fluctuations. To reduce the risks associated with foreign currency rate
fluctuations, each of our manufacturing facilities in the United States, Germany
and Liechtenstein enters into forward exchange contracts on a continuing basis
for the purpose of controlling economic risks related to accounts receivable
denominated in its local currency, as well as risk related to our probable
anticipated, but not firmly committed, transactions. The anticipated
transactions whose risks are being hedged are the intercompany purchases of
inventory among our various entities for resale in local currency. The time
periods of the anticipated transactions that are hedged are generally one year
or less.

     We had (gains) and losses from foreign currency transactions and foreign
exchange contracts of U.S.$136,000, U.S.$379,000 and U.S.$(167,000) for the
years ended December 31, 2000, 1999 and 1998, respectively, which are recorded
as "other expense, net". The potential fair value loss for a hypothetical 10%
adverse change in forward currency exchange rates on our forward exchange
contracts at December 31, 1999 and 2000 would be U.S.$896,000 and U.S.$ 530,000,
respectively. This potential loss was estimated by calculating the fair value of
the forward exchange contracts at December 31, 1999 and 2000 and comparing that
to the calculation using the hypothetical forward currency exchange rates. While
we do not enter forward exchange contracts for trading purposes, there can be no
assurance that any losses realized on such instruments will be fully offset by
gains on the underlying exposure. We plan to continue to use forward exchange
contracts in order to mitigate the impact of exchange rate fluctuations.

     We have financial instruments, including cash, receivables, and payables,
that are denominated in foreign currencies other than in U.S. dollars. The net
asset value of these financial instruments at December 31, 2000 was U.S.$29.6
million. Foreign currency balances are primarily denominated in Deutsche marks,
Swiss francs and Japanese yen. Although we generally enter into foreign currency
forward contracts, there still exists the risk related to functional currency
exchange rate exposures. The result of a uniform 10% strengthening in the value
of the dollar relative to the currencies in which our net assets are denominated
would result in a decrease in the net equity balance of U.S.$2.7 million and
U.S.$12.9 million as of December 31, 1999 and 2000, respectively and a decrease
in net income and cash flows of U.S.$562,000 and U.S.$1.5 million for the years
ended December 31, 1999 and 2000, respectively.


                                       57
<PAGE>



Item 12. Description of Securities Other Than Equity Securities

     Not applicable.

                                    PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

     None.

Item 14. Material Modifications to the Rights of Security Holders and Use of
Proceeds

Use of Proceeds

     The registration statement in Form F-1 (Commission File No. 333-12706)
which we filed with the Securities and Exchange Commission in connection with
our initial public offering became effective on November 8, 2000, the offering
date. In our initial public offering, 1,736,000 Inficon shares, with a par value
of CHF 10 each, directly or in the form of ADSs, were registered with the
Securities and Exchange Commission and sold publicly in Switzerland and the
United States and to institutional investors outside of Switzerland and the
United States. Of the 1,736,000 shares, 315,000 were sold by us and 1,421,000 by
Unaxis. The aggregate price of the offering amount registered and sold was CHF
390,600,000 (U.S.$219,903,963).

     Credit Suisse First Boston (Europe) Limited, Arnhold and S. Bleichroeder,
Inc., Credit Suisse First Boston, Zurich, Deutsche Bank AG London, Bank Julius
Baer & Co. Ltd., Pictet & Cie and Bank Vontobel AG were the underwriters in our
initial public offering.

     From November 8, 2000 to December 31, 2000, the amount of our expenses
incurred in connection with our formation and our initial public offering ,
including underwriting discounts and expenses paid to or for underwriters was
U.S.$4,165,000.

     We received net offering proceeds of CHF 63,669,571 (U.S.$35,708,121). In
calculating this amount, we already considered the amount of shares purchased by
our employees and the amount borrowed from us by our employees under our equity
incentive plans described in "Directors, Senior Management and Employees---Share
Ownership" above.

     We used our net proceeds of the offering mainly to prepay a note in the
principal amount of CHF 50.1 million (U.S.$28.2 million), with a maturity date
of April 4, 2001 and bearing interest at the rate of LIBOR plus 0.25%, issued to
Unaxis in connection with the reorganization.

     The remainder is being used, together with cash from other sources
available to us, for general corporate purposes, including working capital
requirements, and potentially, to fund acquisitions.

     We have not received any portion of the proceeds from the sale of shares by
Unaxis.

Item 15. [Reserved]

Item 16. [Reserved]

                                    PART III

Item 17. Financial Statements

     We have responded to Item 18 in lieu of responding to this item.


                                       58
<PAGE>



Item 18. Financial Statements

Index to Financial Statements

                                                                     Page Number

1. Audited Financial Statements

Report of Independent Auditors                                              F-2

Consolidated Balance Sheets as of December
31, 1999 and 2000                                                           F-3

Consolidated Statements of Income for the three years in
the period ended December 31, 2000                                          F-4

Consolidated Statements of Stockholders'
Equity for the three years in the period ended
December 31, 2000                                                           F-5

Consolidated Statements of Cash Flows for
the three years in the period ended
December 31, 2000 F-6                                                       F-6

Notes to Consolidated Financial Statements                                  F-7

2. Financial Statement Schedule

Schedule II - Valuation and Qualifying Accounts                             F-23

All other schedules have been omitted as the required information is not
applicable or the information is presented in the financial statements or the
notes thereto.


Item 19. Exhibits

Index to Exhibits


<TABLE>
<CAPTION>
Exhibit
No.             Description
-------         -----------
<S>             <C>
 1.1*           Underwriting Agreement
 1.2*           Share Lending Agreement
 2.1*           Master Separation Agreement between Unaxis Holding AG and INFICON Holding AG dated August 31, 2000
 3.1*           Articles of Incorporation of the Registrant (English translation)
 3.2            (INFICON Holding AG, a Swiss Company, is not required to have By-laws under Swiss law)
 4.1**          Deposit Agreement, dated as of  November 8 , 2000, among the Registrant, The Bank of New York, as depositary, and
                the owners and beneficial owners from time to time of American
                Depositary Receipts, including the form of American Depositary
                Receipt
10.1*           INFICON Leveraged Share Plan
10.2*           INFICON Discounted Share Purchase Plan
10.3.1*         Intercompany Service Agreement between Leybold Vakuum GmbH and INFICON GmbH
10.3.2*         Intercompany Service Agreement between Unaxis Balzers Limited and INFICON Limited
10.3.3*         Intercompany Service Agreement between Leybold Vacuum UK Limited and INFICON Limited
10.3.4*         Intercompany Service Agreement between Leybold Vacuum Japan Co., Ltd and INFICON Co., Ltd.
10.3.5*         Intercompany Service Agreement between Leybold Vacuum Korea Ltd. and INFICON Ltd.
10.3.6*         Intercompany Service Agreement between Unaxis Singapore Pte Ltd and INFICON Pte Ltd.
10.3.7*         Intercompany Service Agreement between Leybold Vacuum Products, Inc. and INFICON, Inc.
10.3.8*         Intercompany Service Agreement between Inficon, Inc. and Leybold Vacuum Products, Inc.
</TABLE>



                                       59
<PAGE>

<TABLE>
<CAPTION>

Exhibit
No.             Description
-------         -----------
<S>             <C>
10.3.9**        Intercompany Service Agreement between Leybold SAS and INFICON SARL
10.3.10         Intercompany Service Agreement between Balzers and Leybold Taiwan, Ltd. and INFICON Ltd.
10.4.1*         Asset Purchase Agreement between Leybold INFICON, Inc. and INFICON, Inc.
10.4.2*         Asset Purchase Agreement between Leybold Vakuum GmbH and INFICON
                GmbH, Cologne (formerly known as Leybold Vakuum Deutschland
                GmbH), including Supplementary Agreement thereto
10.4.3*         Asset Purchase Agreement between Unaxis Balzers Limited and INFICON Limited
10.4.4*         Asset Purchase Agreement between Leybold Vacuum UK Limited and INFICON Limited
10.4.5*         Asset Purchase Agreement between Leybold Vacuum Japan Co., Ltd. And INFICON Co., Ltd.
10.4.6*         Asset Purchase Agreement between Leybold Vacuum Korea Ltd. And INFICON Ltd.
10.4.7*         Asset Purchase Agreement between Unaxis Singapore Pte Ltd and INFICON Pte Ltd
10.4.8*         Asset Purchase Agreement between Balzers and Leybold China Limited and INFICON Limited
10.4.9**        English translation of Asset Purchase Agreement between Leybold SAS and INFICON GmbH, Cologne regarding sales
                of assets of French subsidiary
10.4.10**       English translation of Asset Purchase Agreement between Leybold SAS and INFICON
                Limited, Liechtenstein regarding sale of assets of French
                subsidiary
10.4.11         Asset Purchase Agreement between Balzers and Leybold Taiwan, Ltd. and INFICON Ltd.
10.5*           Tax Deed between Unaxis Holding AG and INFICON Holding AG
10.6*           Intellectual Property Assignment from Leybold Vakuum GmbH to INFICON GmbH
10.7*           Intellectual Property Assignment from Leybold Inficon, Inc. to INFICON GmbH
10.8*           Intellectual Property Assignment from Unaxis Balzers Limited to INFICON GmbH
10.9*           Ultra Clean License Agreement between Unaxis Balzers Limited and INFICON GmbH, including Side Agreement thereto
10.10*          Intellectual Property License Agreement between INFICON GmbH (Cologne) and INFICON GmbH
10.11*          Intellectual Property License Agreement between INFICON GmbH and INFICON Limited
10.12*          Intellectual Property License Agreement between INFICON GmbH and Unaxis Balzers Limited
10.13*          Intellectual Property License Agreement between INFICON GmbH and INFICON, Inc.
10.14*          Lease Agreement for manufacturing facilities in Cologne, Germany between INFICON GmbH and Balzers and Leybold
                Holding AG with English translation
10.15*          Lease Agreement for manufacturing facilities in Balzers, Liechtenstein between INFICON AG and Balzers AG with
                English translation
10.16*          Employment Agreement between Jim Brissenden and Leybold INFICON Inc.
10.17           Loan Agreement between INFICON Holding AG and Credit Suisse
</TABLE>



--------------------------------------------------------------------------------

* Incorporated by Reference to our registration statement on Form F-1 filed with
the Securities and Exchange Commission.

** Previously filed as form of agreement.




                                       60
<PAGE>




                               INFICON Holding AG

                        Consolidated Financial Statements

                  Years ended December 31, 1998, 1999 and 2000




Report of Independent Auditors......................................F-2


Consolidated Financial Statements
Consolidated Balance Sheets.........................................F-3
Consolidated Statements of Income...................................F-4
Consolidated Statements of Stockholders' Equity.....................F-5
Consolidated Statements of Cash Flows...............................F-6
Notes to Consolidated Financial Statements..........................F-7

Schedule II - Valuation and Qualifying Accounts ...................F-23

All other schedules have been omitted as the required information is not
applicable or the information is presented in the financial statements or the
notes thereto.


                                      F-1
<PAGE>



                         Report of Independent Auditors



Board of Directors
INFICON Holding AG

We have audited the accompanying consolidated balance sheets of INFICON Holding
AG (formerly Inficon) as of December 31, 1999 and 2000, and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 2000. Our audits also
included the financial statement schedule listed in the Index at Item 8. These
financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of INFICON Holding AG
at December 31, 1999 and 2000, and the consolidated results of its operations
and its cash flows for each of the three years in the period ended December 31,
2000, in conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.



                                                            /s/Ernst & Young LLP

Buffalo, New York
February 23, 2001


                                      F-2
<PAGE>



                                            INFICON Holding AG

                                       Consolidated Balance Sheets
                                       (U.S. Dollars in Thousands)


                                                              December 31
                                                         1999             2000
                                                         ----             ----
Assets
Current assets:
     Cash and cash equivalents                         $    490        $ 28,700
     Trade accounts receivable, net                      18,536          30,972
     Accounts receivable-affiliate                        2,608           5,721
     Inventories                                         19,986          22,218
     Other current assets                                   718           7,620
                                                       --------         --------
Total current assets                                     42,338          95,231
                                                       ========         ========
Property, plant and equipment, net                      12,551           13,941
Deferred income taxes                                       --           40,777
Other assets                                             1,309            1,121
                                                       --------         --------
Total assets                                           $ 56,198        $151,070

Liabilities and stockholders' equity
Current liabilities:
     Trade accounts payable, net                       $  3,731        $  9,632
     Accounts payable-affiliate                              --          18,354
     Accrued liabilities                                  7,871          10,341
     Income taxes payable                                 1,017           3,343
                                                       --------         --------
Total current liabilities                                12,619          41,670


Deferred income taxes                                     1,019              --
Long-term debt                                               --             869
Accrued pension benefits                                    977              --
Other liabilities                                           233              --
Stockholders' equity:
     Common stock (2,770,000 shares authorized;
       2,315,000 shares issued; par
       value CHF 10 (U.S.$5.63)                              --          13,033
     Additional paid-in capital                              --          95,531
     Notes receivable from officers                          --          (1,307)
     Retained earnings                                       --           5,273
     Accumulated other comprehensive loss                (4,458)         (1,999)
                                                       --------         --------
     Advances from Unaxis Holding AG                     45,818              --
                                                       --------         --------
Total stockholders' equity                               41,360         108,531
                                                       --------         --------
Total liabilities and stockholders' equity             $ 56,198        $151,070


                                      F-3
<PAGE>



                               INFICON Holding AG

                        Consolidated Statements of Income
              (U.S. Dollars in thousands, except per share amounts)


                                                    Year ended December 31
                                                1998         1999          2000
                                            ------------------------------------

Net sales                                     $118,321     $129,992     $169,976

Cost of sales                                   61,562       69,243       83,231
                                            ------------------------------------
Gross profit                                    56,759       60,749       86,745


Research and development                        12,970       11,523       11,037
Selling, general and administrative             38,995       38,332       41,889
                                            ------------------------------------
Income from operations                           4,794       10,894       33,819


Interest expense, net                              130          130          292

Other expense, net                                 732          804        1,854
                                            ------------------------------------

Income before income taxes                       3,932        9,960       31,673


Provision for income taxes                          21        2,584        8,742
                                            ------------------------------------

Net income                                    $  3,911     $  7,376     $ 22,931
                                            ====================================

Basic net income per share                    $   1.95     $   3.69     $  11.21

Diluted net income per share                  $   1.95     $   3.68     $  11.21

See notes to consolidated financial statements.


                                      F-4
<PAGE>



                                               INFICON Holding AG

                               Consolidated Statements of Stockholders' Equity
                                           (U.S. Dollars in thousands)

<TABLE>
<CAPTION>
                                                                             Note                         Accumulated
                                                              Additional Receivable             Advances     Other        Total
                                                     Common   Paid-in       From     Retained   to/from  Comprehensive Stockholders'
                                                     Stock    Capital     Officers   Earnings    Unaxis      Loss          Equity
                                                   ----------------------------------------------------------------------------
<S>                                                  <C>       <C>        <C>        <C>      <C>         <C>          <C>
Balance at January 1, 1998                                                                    $ 53,920    $ (3,013)    $ 50,907
       Net income                                                                                3,911        --          3,911
       Other comprehensive income, net of tax:
        Foreign currency translation adjustments                                                    --       2,446        2,446
                                                                                                                      ---------
       Total comprehensive income                                                                                         6,357
       Net transactions with Unaxis                                                            (10,213)       --        (10,213)
                                                   ----------------------------------------------------------------------------
Balance at December 31, 1998                                                                    47,618        (567)      47,051
       Net income                                                                                7,376        --          7,376
       Other comprehensive income, net of tax:
        Foreign currency translation adjustments                                                            (3,891)      (3,891)
                                                                                                                      ---------
       Total comprehensive income                                                                                         3,485
       Net transactions with Unaxis                                                             (9,176)       --         (9,176)
                                                   ---------------------------------------------------------------------------
Balance at December 31, 1999                                                                    45,818      (4,458)      41,360

       Net income                                                                    5,273      17,658        --         22,931
       Other comprehensive income, net of tax:
        Foreign currency translation adjustments                                                             2,459        2,459
                                                                                                                      ---------
       Total comprehensive income                                                                                        25,390
       Net transactions with Unaxis                                                             (5,138)                  (5,138)
       Reclass upon reorganization of Company        11,260     18,886                         (30,146)       --             --
       Initial public offering                        1,773     33,935                                                   35,708
       Payment to Unaxis from IPO proceeds                                                     (28,192)       --        (28,192)
       Issuance of stock for promissory notes                              (1,371)                                       (1,371)
       Payments on promissory notes                                           122                                           122
       Foreign currency revaluation of notes                                  (58)                                          (58)
       Deferred tax                                             40,710                                                   40,710
                                                   ----------------------------------------------------------------------------
Balance at December 31, 2000                       $ 13,033   $ 93,531    $(1,307)   $  5,273   $ --      $(1,999)     $108,531
                                                   ============================================================================

See notes to consolidated financial statements.
</TABLE>


                                                                             F-5
<PAGE>




                               INFICON Holding AG

                      Consolidated Statements of Cash Flows
                           (U.S. Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                           Year ended December 31
                                                                                       1998         1999       2000
                                                                                     ----------------------------------
<S>                                                                                 <C>           <C>        <C>
Cash flows from operating activities:
  Net income                                                                        $  3,911      $  7,376   $ 22,931
  Adjustments to reconcile net income to net cash provided by
   operating activities:
   Depreciation and amortization of property, plant and equipment                      2,958         4,049      3,565
         Gain on disposal of property, plant and equipment                              (130)         (310)         -
         Deferred taxes                                                                  216          (198)       625
         Changes in operating assets and liabilities:
           Trade accounts receivable                                                   2,497         (1,803)  (16,139)
           Inventories                                                                  (581)         2,699    (2,535)
           Other assets                                                                  163            (68)   (5,975)
           Accounts payable                                                             (397)           876    12,632
           Accrued liabilities                                                         1,715          2,041     3,322
          Income taxes payable                                                        (1,641)            22     2,345
           Other liabilities                                                           1,976         (1,547)   (1,048)
           Accrued pension benefits                                                    2,251              3      (977)
                                                                                --------------------------------------
Net cash provided by operating activities                                             12,938         13,140    18,746

Cash flows from investing activities:
     Purchases of property, plant and equipment                                       (3,773)        (3,289)   (4,853)
     Proceeds from sale of property, plant and equipment                                 284            437         -
                                                                                --------------------------------------
Net cash used in investing activities                                                 (3,489)        (2,852)   (4,853)

Cash flows from financing activities:
     Advances from Unaxis for reorganization                                               -              -    11,789
     Proceeds from IPO                                                                     -              -    34,459
     Payment to Unaxis from IPO proceeds                                                   -              -   (28,192)
     Net advances to Unaxis                                                          (10,213)        (9,176)   (5,138)
                                                                                --------------------------------------
Net cash (used in) provided by financing activities                                  (10,213)        (9,176)   12,918
                                                                                --------------------------------------
Effect of exchange rate changes on cash and cash equivalents                             989           (916)    1,399
                                                                                --------------------------------------
Increase in cash and cash equivalents                                                    225            196    28,210
Cash and cash equivalents at beginning of period                                          69            294       490
                                                                                --------------------------------------
Cash and cash equivalents at end of period                                           $   294        $   490    28,700
                                                                                ======================================


See notes to consolidated financial statements.
</TABLE>


                                      F-6
<PAGE>


                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999
                 (U.S.$ in thousands, except per share amounts)


1. Description of Business

         INFICON Holding AG (INFICON or the "Company") is a leading developer,
manufacturer and supplier of vacuum instrumentation to semiconductor and other
industries worldwide. The Company's products include in situ analyzers, ultra
clean processing equipment, leak detectors and vacuum measurement and component
products. INFICON is subject to risks common to companies in the semiconductor
industry including, but not limited to, the highly cyclical nature of the
semiconductor industry leading to recurring periods of oversupply, development
by INFICON or its competitors of technological innovations, dependence on key
personnel and the protection of proprietary technology.

         Prior to the reorganization and public offering in November 2000,
INFICON represented the Instrumentation business of its parent company, Unaxis
Holding AG (Unaxis). In the first quarter of 2000, Unaxis announced its intent
to reorganize the operations of the Instrumentation Group into a new company,
and sell a portion of the reorganized business to the public. Immediately prior
to the reorganization and public offering, Unaxis transferred the
Instrumentation Group to a newly formed corporation, INFICON Holding AG. The
consolidated financial statements of the Company represent the assets,
liabilities, and operations of the business units which Unaxis transferred. The
financial statements represent the combined operations of these business units
which operated as a division of Unaxis prior to the asset transfer and the
consolidated operations of the Company and its wholly-owned subsidiaries after
the reorganization. INFICON has operations in the United States, Liechtenstein,
Germany, Finland, Japan, United Kingdom, France, Korea, Singapore, Taiwan, and
China. Prior to the reorganization, these operations were divisions of
wholly-owned subsidiaries of Unaxis.

         The consolidated financial statements for the period prior to the asset
transfer include expenses (primarily corporate expenses) based on an allocation
of the overall expense of Unaxis. Unaxis' historical cost basis of assets and
liabilities has been reflected in the Company's financial statements. The
consolidated financial statements for 2000, included herein, reflect the changes
that occurred in the capitalization and public offering of INFICON as a result
of, or after, the reorganization.

2. Summary of Significant Accounting Policies

Consolidation

         The consolidated financial statements include the accounts of the
Company and it's wholly-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in the consolidation. Prior to
the reorganization, the financial statements include the accounts of each of the
business units encompassing the Instrumentation Group.

Revenue Recognition

         The Company recognizes revenue upon the transfer of title which is
generally upon shipment. When customer's acceptance is required, revenue is not
recognized until the customer's acceptance is received. The Company accrues for
anticipated returns and warranty costs upon shipment.

Cash and Cash Equivalents

         All highly-liquid investments with an original maturity of three months
or less at the date of purchase are considered to be cash equivalents.


                                      F-7
<PAGE>


2. Summary of Significant Accounting Policies (continued)

Trade Accounts Receivable

         Trade accounts receivable are shown net of allowances for doubtful
accounts of U.S. $664 and U.S. $1,154 at December 31, 1999 and 2000,
respectively. The Company markets its products to a diverse customer base
globally. Trade credit is extended based upon evaluation of each customer's
ability to perform its obligations, these evaluations are updated periodically
and the Company generally does not require collateral.

Inventories

         Inventories are stated at the lower of cost or market. Cost is
determined on the first-in, first-out method.

Income Taxes

         Deferred taxes result from the temporary differences in the carrying
value of assets and liabilities for financial and tax reporting purposes.

Property, Plant and Equipment

         Property, plant and equipment are stated at cost. Expenditures for
major renewals and betterments that extend the useful lives of property, plant
and equipment are capitalized. Expenditures for maintenance and repairs are
charged to expense as incurred. When assets are sold or otherwise disposed of,
the cost and related accumulated depreciation are eliminated from the accounts
and any resulting gain or loss is recognized in earnings.

         Depreciation is provided on the straight-line method over the estimated
useful lives of 20 years for buildings and three to five years for machinery and
equipment.

Intangible Assets

         The costs of identified intangible assets and goodwill are generally
amortized on a straight-line basis over five years. Other assets are shown net
of accumulated amortization of U.S. $1,979, and U.S. $2,613 at December 31, 1999
and 2000, respectively. The Company periodically reviews goodwill to evaluate
whether changes have occurred that would suggest goodwill may be impaired based
on the estimated undiscounted cash flows of the asset to which goodwill relates
over the remaining amortization period. If this review indicates that the
remaining useful life of goodwill requires revision or that the goodwill is not
recoverable, the carrying amount of the goodwill is reduced by the estimated
shortfall of cash flows on a discounted basis. Other intangible assets are also
evaluated periodically for impairment using undiscounted cash flows over the
remaining useful life of the respective asset. If this review indicates that the
remaining useful life of the respective intangible asset requires revision, the
carrying amount of the asset is reduced by the estimated shortfall of cash flows
on a discounted basis. In 1999, the Company recorded an impairment loss, in the
semiconductor vacuum instrumentation segment, of U.S. $522 in selling, general
and administrative expenses, to write down the value of goodwill and patents
related to the acquisition of Low Entropy Systems to its fair value. This
determination was made as a result of the product having low actual and
projected sales.


Research and Development

         Research and development costs are expensed as incurred.


                                      F-8
<PAGE>


2. Summary of Significant Accounting Policies (continued)

Advertising Costs

         Advertising costs (U.S. $2,173 in 1998, U.S. $2,245 in 1999, and U.S.
$2,360 in 2000) are expensed as incurred.

Foreign Currency Translation

         The functional currency of the Company's foreign subsidiaries is the
applicable local currency. For those subsidiaries, assets and liabilities are
translated to U.S. dollars at year-end exchange rates. Income and expense
accounts are translated at the average exchange rates prevailing for the year.
The resulting translation adjustments are included in accumulated other
comprehensive loss in consolidated stockholders' equity. Gains and losses from
foreign currency transactions are reported in other expense, net. The Company's
shares are registered on the public exchanges in the United States and
Switzerland. Therefore, in the future, dividends may be declared in the currency
of either country.

Recent Accounting Pronouncements

         In June 2000, the FASB issued Statement of Financial Accounting
Standards No. 138 ("FASB 138"), Accounting for Certain Derivative Instruments
and Certain Hedging Activities, an amendment to FASB Statement No. 133 ("FASB
133"). FASB 138 addresses a limited number of issues causing implementation
difficulties for companies that are required to apply FASB 133. FASB 133, as
amended by FASB Statement No. 137, Accounting for Derivative Instruments and
Hedging Activities - Deferral of the effective date of FASB Statement No. 133,
is effective for all fiscal quarters of all fiscal years beginning after June
15, 2000. The Company is required to adopt the new FASB on January 1, 2001. The
Company believes that FASB 133 and FASB 138 will not have a material impact on
its financial position, results of operations or cash flows.

         In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition." SAB 101
summarizes the staff's view in applying generally accepted accounting principles
to revenue recognition. The application of the guidance in SAB 101 was
implemented in fiscal year 2000. The implementation did not have a material
impact to the Company's consolidated income, financial position, or cash flows.

Use of Estimates

         The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates. Management
believes the estimates are reasonable.

Restructuring Charge

         During 1998, the Company announced a restructuring which resulted in
the relocation of manufacturing operations from Cologne, Germany to Balzers,
Liechtenstein. In connection with the restructuring, head count reductions of 60
individuals were made in Germany. The Company recorded a restructuring charge
primarily for severance payments of approximately U.S. $1,400. These severance
payments were made primarily in 1998. As of December 31, 1999, all severance
payments related to the restructuring had been paid.


                                      F-9
<PAGE>


2. Summary of Significant Accounting Policies (continued)

Software Cost

         Prior to 1999, the Company's policy was to expense all costs incurred
in the development and implementation of software for internal use. Effective
January 1, 1999, the Company adopted SOP 98-1, "Accounting for Costs of Computer
Software Developed or Obtained for Internal Use" and began to capitalize the
cost of software obtained for internal use and to amortize such costs over their
estimated life. Such adoption did not have a material effect on the Company's
consolidated financial statements for 1999 or 2000.

         Reclassification


         Certain reclassifications have been made to prior years' financial
statements to conform to the 2000 presentation.

3. Inventories

    Inventories consist of the following (U.S. $ in thousands):

                                                           December 31
                                                    1999                 2000
                                           ------------------------------------

      Raw material                         $       11,842       $       12,254
      Work-in-process                               2,644                2,383
      Finished goods                                5,500                7,581
                                          ----------------- -------------------
                                           $       19,986       $       22,218
                                          ====================================

4. Property, Plant and Equipment

     The  components of property,  plant and equipment  consist of the following
(U.S. $ in thousands):

                                                           December 31
                                                    1999                 2000
                                           ------------------------------------

     Land                                  $          310       $          310
     Buildings and improvements                     7,711                9,601
     Machinery and equipment                       19,035               19,337
                                           ------------------------------------
                                                   27,056               29,248
    Less accumulated depreciation                  14,505               15,307
                                           ------------------------------------
                                                   12,551       $       13,941
                                           ====================================


                                      F-10
<PAGE>

5. Accrued Liabilities

         The components of accrued liabilities were as follows (U.S. $ in
thousands):

                                                              December 31
                                                         1999             2000
                                                   -----------------------------

Salaries, wages and related costs                     $  3,296        $   3,982
Warranty                                                 1,770            1,711
Commission payable                                         431              334
Acquisition costs                                          313                -
Pension and other retiree benefit plan contributions       200            2,159
Foreign exchange contracts                                 521               59
Sales tax payable                                          190              233
Deferred revenue                                           140               67
Other current liabilities                                1,010            1,796
                                                   -----------------------------
                                                      $  7,871        $   10,341
                                                   ============================

         6. Long-Term Debt

         The Company entered into a U.S $30.0 million working capital financing
arrangement with Credit Suisse on November 23, 2000. The financing arrangement
can be either in the form of a current account overdraft facility, fixed
advances with a maximum maturity of twelve months, bid/advance
payment/performance bonds, issuance of letters of credit, or as margin coverage
for foreign exchange forward transactions. The interest rates for the overdraft
facility are a fixed rate of 9% for loans in U.S. dollars and 7.75% for loans in
Euro dollars, and 5.25% for loans in Swiss Francs. The Company paid an initial
fee of 0.125% upon closing of the agreement and will be charged a quarterly fee
of 0.25% on the current overdraft facility and a commitment fee of 0.1% per
annum on the entire facility amount, payable quarterly in arrears, which latter
amount will be deducted on payable interest and letter of credit fees on all
utilizations under the credit facility. The working capital financing
arrangement expires on November 23, 2001 and has an automatic extension for one
year. The Company has a stand-by letter of credit outstanding under the
financing arrangement as of December 31, 2000 for U.S.$ 812. The total amount
unused under the facility as of December 31, 2000 was U.S. $29.2 million.

         On December 18, 2000, the Company entered into a term loan agreement
with a bank. Principal is payable in equal monthly installments of U.S. $35
through December 18, 2002. The loan is guaranteed by a local bank through
December 18, 2001. Interest is payable monthly at an interest rate of the
Euribor 3 month rate plus .4%. The outstanding balance as of December 31, 2000
was U.S. $869.

7. Related Party Transactions

         The financial statements include transactions with Unaxis for the years
ended December 31, 1998, 1999 and 2000. The Company made net cash advances to
Unaxis on a consolidated basis of U.S. ($10,213), U.S. ($9,176), and U.S.
($5,138) for the years ended December 31, 1998, 1999, and 2000, respectively.
Prior to the reorganization, INFICON participated in Unaxis' centralized cash
management system. Cash receipts in excess of cash requirements were transferred
to Unaxis. Certain members of the consolidated group were periodically advanced
funds by Unaxis. These transactions with Unaxis were interest bearing at a rate
of approximately 7% and the net advances fluctuated on a daily basis. Interest
expense on Unaxis' advances was U.S. $138, U.S $137, and U.S $350 for fiscal
years 1998, 1999, and 2000, respectively.


                                      F-11
<PAGE>



7. Related Party Transactions (continued)

         The Company incurred corporate general and administrative expenses of
U.S. $6,091, U.S. $5,925 and U.S. $5,946 for the fiscal years 1998, 1999, and
2000, respectively. These charges represent allocations for expenses incurred by
Unaxis on the Company's behalf including costs for occupancy, finance, legal,
tax, information technology and human resources functions. The amounts primarily
allocated based on net sales, which management believes to be reasonable.
Effective January 1, 2000 and through the date of the reorganization, Unaxis
began to charge the Company an additional fee based on third party sales which
amounted to U.S. $1,261 for the year ended December 31, 2000. INFICON and Unaxis
have entered into agreements providing for the separation of the companies and
governing various relationships for separating employee benefits and tax
obligations, indemnification and transition services. The Company leases
buildings from Unaxis and Unaxis subsidiaries. The leases are for U.S. $160 per
month and are due to expire in December 2001 and 2010. Rent expense, which is
included in the above corporate charges, under such operating leases was U.S.
$1,963, U.S. $1,902, and U.S. $1,557 for the years ended December 31, 1998,
1999, and 2000, respectively.

         Net sales include U.S. $26,753, U.S. $22,965, and U.S. $26,348 of sales
to Unaxis subsidiaries for the fiscal years ended December 31, 1998, 1999, and
2000, respectively. There was a receivable of U.S. $2,608 and U.S. $5,721 at
year-end 1999 and 2000, respectively from Unaxis subsidiaries.

8. Financial Instruments and Risk Management

Fair Values of Financial Instruments

         The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

         Cash and equivalents: The carrying amount reported in the balance sheet
for cash and equivalents approximates its fair value.

         Foreign currency exchange contracts: The Company uses forward exchange
contracts in an effort to reduce its exposure to currency fluctuations on future
local currency cash flows derived from foreign currency denominated sales
associated with the intercompany purchases of inventory. The Company has entered
into forward exchange contracts to hedge a portion of its probable anticipated,
but not firmly committed transactions. The anticipated transactions whose risks
are being hedged are the intercompany purchases of inventory by the foreign
subsidiaries from the manufacturing locations in Germany, Liechtenstein and the
United States for resale in their local currency. The Company has also used
forward exchange contracts to hedge firm commitments. Realized and unrealized
gains and losses on forward exchange contracts that qualify for hedge accounting
are recognized in earnings in the same period as the underlying hedged item.
Realized and unrealized gains and losses on forward exchange contracts that do
not qualify for hedge accounting are recognized immediately in earnings. The
Company had (gains) and losses from foreign currency transactions and foreign
exchange contracts of U.S. ($167), U.S. $379, and U.S. $136 for fiscal years
1998, 1999, and 2000, respectively, which are recorded in other expense. The
forward exchange contracts have maturities that coincide with the settlement
dates of the related transactions and do not exceed one year. The exchange rates
are agreed to at the inception of the contracts. The aggregate contract value of
agreements to sell foreign currencies in exchange for U.S. dollars was U.S. $696
and U.S. $0 at December 31, 1999 and 2000, respectively. The aggregate value of
contracts for the sale of U.S. dollars in exchange for foreign currencies was
U.S. $5,240 and U.S. $3,900 at December 31, 1999 and 2000, respectively. The
aggregate value of contracts for the exchange of other foreign currencies was
U.S. $2,874 and U.S. $1,404 at December 31, 1999 and 2000, respectively. The
fair values of these contracts, representing the difference between the contract
values and the estimated settlement values based on the quoted market prices of
comparable contracts were a net (liability) asset of approximately U.S. ($475)
and U.S. $476 at December 31, 1999 and 2000, respectively. The Company has
recorded expense (income) of U.S. $521 and U.S. ($430) in 1999 and 2000,
respectively, since the contracts were not related to a hedge of a firm
commitment. The Company does not enter into forward exchange contracts for
trading purposes.


                                      F-12
<PAGE>


8. Financial Instruments and Risk Management (continued)

Concentrations of Credit Risk

         The Company's significant concentrations of credit risk consist
principally of cash and cash investments, forward exchange contracts, and trade
accounts receivable. The Company maintains cash and cash equivalents with
financial institutions. The Company places forward currency contracts with high
credit-quality financial institutions in order to minimize credit risk exposure.
Concentrations of credit risk with respect to accounts receivable are limited
due to the large number of diverse and geographically dispersed customers.
Credit is extended for all customers based on financial condition and collateral
is not required.

9. Operating Leases

         The Company leases some of its facilities and machinery and equipment
under operating leases, from Unaxis and third parties, expiring in years 2001
through 2010. Generally, the facility leases require the Company to pay
maintenance, insurance and real estate taxes.

     Rental expense under operating leases totaled U.S. $3,004, U.S. $2,932, and
U.S. $2,438 for the years ended December 31, 1998, 1999, and 2000, respectively.

     Minimum lease payments under operating leases are as follows:

                                                    (U.S. $ in thousands)
                     2001                                 $        2,761
                     2002                                          3,026
                     2003                                          2,659
                     2004                                          2,465
                     2005                                          2,403

10. Supplemental Cash Flow Information

         Cash payments for income taxes were U.S. $772, U.S. $961, and U.S.
$1,594 for 1998, 1999, and 2000, respectively. Interest payments were U.S. $102,
U.S. $92, and $16 in 1998, 1999, and 2000, respectively.

11. Income Taxes

         Prior to the reorganization in 2000, INFICON was included in the
consolidated tax returns of its parent. The provision for income taxes was
calculated as if INFICON had filed separate income tax returns. For financial
reporting purposes, income before income taxes included the following:

                                        1998            1999            2000
                               ------------------------------------------------
                                                (U.S. $ in thousands)
United States                     $     1,080     $     3,704   $      12,689
Foreign                                 2,852           6,256          18,984
                               ------------------------------------------------
Total                             $     3,932     $     9,960   $      31,673
                               ================================================


                                      F-13
<PAGE>


11. Income Taxes (continued)

         Provisions (benefits) for income taxes included the following:

                                       1998             1999            2000
                              -------------------------------------------------
                                                 (U.S. $ in thousands)
Current:
   Federal                       $       558     $     1,825      $     4,770
   State                                 116             430            1,010
   Foreign                              (869)            527            2,337
                              -------------------------------------------------
                                        (195)          2,782            8,117
Deferred:
   Federal                               (72)           (439)            (503)
   Foreign                               288             241            1,128
                              -------------------------------------------------
                                         216            (198)             625
                              -------------------------------------------------
Provision for income taxes       $        21     $     2,584      $     8,742
                              =================================================

         The differences between the United States federal statutory income tax
rate and the Company's effective tax rate were as follows:

                                           1998          1999           2000
                                   --------------------------------------------
U.S. federal statutory rate                   34.0%         34.0%         34.0%
Effect of permanent differences                3.5%          2.4%          1.0%
Effect of foreign subsidiaries
with different tax rates                     (47.8%)       (14.4%)        (8.7%)
State taxes, net of federal benefit            2.1%          2.9%          2.0%
Other                                          8.7%          1.0%         (0.7%)
                                   --------------------------------------------
Effective tax rate                             0.5%         25.9%         27.6%
                                   ============================================

         Deferred tax assets and liabilities were comprised of the following:

                                         1998            1999           2000
                                         --------------------------------------
                                               (U.S.$ in thousands)

Deferred tax assets:
   Accrued liabilities                   $  839         $   914       $  1,164
   Tax credit and loss carryforwards         --              --          1,030
   Basis differences/ intangible assets      --              --         39,735
   Inventory                                 --              --            622
   Deferred revenue and other               266             284            264
                                          -------------------------------------
Total deferred tax assets                 1,105           1,198         42,815

Deferred tax liabilities:
   Accrued employee benefits              1,118           1,237            118
   Property, plant and equipment          1,282           1,065          1,216
   Foreign exchange contracts                --              --            653
   Other                                    (41)            (85)            51
                                         --------------------------------------
Total deferred tax liabilities            2,359           2,217          2,038
                                         --------------------------------------
Net deferred tax (liability) asset      $(1,254)       $ (1,019)      $  40,777
                                        =======================================


                                      F-14
<PAGE>


11. Income Taxes (continued)

         During the year ended December 31, 2000, Unaxis Holding AG transferred
the assets and liabilities of various Inficon subsidiaries to newly created
legal entities that are wholly-owned by Inficon Holding AG. For income tax
purposes, the asset transfer was considered a taxable transaction creating a new
income tax basis of the assets and liabilities transferred. The transaction
resulted in a basis difference of approximately U.S. $101,905 which will be
deductible for tax purposes over various periods, no longer than 15 years. As a
result, a deferred tax asset of U.S. $40,710 related to the basis difference has
been recorded with a corresponding credit in stockholders' equity. The
transaction is considered a non-cash event for purposes of the statement of cash
flows.

12. Employee Benefit Plans

         Certain INFICON employees (primarily United States, Liechtenstein and
Germany) participate in the contributory and noncontributory defined benefit
plans sponsored by Unaxis. Benefits under the defined benefit plan are generally
based on years of service and or final average pay. Unaxis funds the pension
plans in accordance with the requirements of the Employee Retirement Income
Security Act of 1974, as amended, and the Internal Revenue Code in the United
States and in accordance with local regulations in foreign countries. As part of
the reorganization, INFICON assumed the existing defined benefit plan
obligations for all of INFICON's employees. Unaxis will transfer the related
portion of the pension plan assets.

     INFICON also participates in U.S. and foreign defined  contribution  plans,
sponsored by Unaxis and maintained for substantially  all of its employees.  The
costs  associated with these plans were U.S. $829, U.S. $843, and U.S. $1,053 in
1998,  1999, and 2000,  respectively.  INFICON has  established  its own defined
contribution plans subsequent to the reorganization.

         The following tables show reconciliations of defined benefit pension
plans as of December 31, 1998, 1999 and 2000:

                                                   Pension Benefits
                                         --------------------------------------
                                             1998          1999        2000
                                         --------------------------------------
                                               (U.S.$ in thousands)
Change in benefit obligation
Benefit obligation, January 1            $  27,644     $  32,398     $ 30,729
Service cost                                 2,040         1,920        1,954
Interest cost                                1,505         1,491        1,482
Allocation of surplus to participants           --            --          750
Actuarial losses (gains)                     1,557          (197)        (983)
Benefits paid                               (1,726)       (1,203)        (350)
Foreign currency translation adjustments     1,378        (3,680)        (473)
                                         --------------------------------------
Benefit obligation, December 31          $  32,398     $  30,729     $ 33,109
                                         ======================================
Change in plan assets
Fair value of plan assets, January 1     $  26,766     $  31,068     $  31,036
Actual return on plan assets                 2,807         3,030         1,087
Company contributions                        1,340         1,136         1,182
Participants' contributions                    657           589           629
Benefits paid                               (1,804)       (1,280)         (435)
Foreign currency translation adjustments     1,302        (3,507)         (289)
                                         --------------------------------------
Fair value of plan assets, December 31   $  31,068     $  31,036     $  33,210
                                         ======================================


                                      F-15
<PAGE>


12. Employee Benefit Plans  (continued)

                                               1998       1999        2000
                                           ------------------------------------
                                               (U.S.$ in thousands)
Reconciliation of funded status
Funded status                              $ (1,330)  $    307     $  (101)
Unrecognized prior service benefit              (45)       (36)        (28)
Unrecognized net transition asset              (148)      (109)        (70)
Unrecognized actuarial (gains) losses          (590)    (1,139)         461
                                           ------------------------------------
(Accrued) prepaid benefit costs            $ (2,113)  $   (977)    $    262
                                           ====================================

Weighted average assumptions as of December 31
Discount rate                                     5.8%       6.1%        6.1%
Expected return on plan assets                    6.5%       6.5%        6.5%
Rate of compensation increase                     4.0%       3.5%        3.8%

         The following table summarizes the components of the net periodic
benefit costs for defined benefit pension plans for the periods ended December
31, 1998, 1999 and 2000:


                                           1998            1999           2000
                                       ----------------------------------------
                                                    (U.S. $ in thousands)

Service cost                           $  2,040      $    1,920      $   1,954
Interest cost                             1,505           1,491          1,482
Expected return on plan assets           (1,626)         (1,614)        (1,697)
Amortization of prior service benefit       (10)            (10)           (10)
Amortization of transition asset            (39)            (39)           (39)
Amortization of (gain) loss                  18              58             37
                                      -----------------------------------------
Net periodic benefit cost              $  1,888      $    1,806     $    1,727
                                      =========================================

         The amounts applicable to the Company's pension plans with accumulated
benefit obligations in excess of plan assets at December 31, 1998, 1999 and 2000
were as follows:

                                           1998           1999           2000
                                  ---------------------------------------------
                                                 (U.S. $ in thousands)

Projected benefit obligation         $    4,610     $    3,668     $    2,635
Accumulated benefit obligation            3,763          3,069          1,933
Fair value of plan assets                    --             --             --

         The Company maintains bonus and profit sharing plans which provides
cash awards to key employees, based upon operating results and employee
performance. Bonus expense to key employees was U.S. $1,087, U.S. $1,075, and
U.S. $2,386, for the years ended December 31, 1998, 1999, and 2000,
respectively.

Deferred Compensation and Supplemental Executive Retirement Plan

         The Company has a deferred compensation and a Supplemental Executive
Retirement Plan (SERP) that covers certain executives. The deferred compensation
plan provides that participants may defer up to 15% of their base compensation
and/or up to 100% of any performance bonus. Participants in this plan are fully
vested in all amounts paid into the plan.


                                      F-16
<PAGE>


12. Employee Benefit Plans (continued)

         One executive participates in the Supplemental Executive Retirement
Plan. In order to participate in the plan, the individual must defer a
percentage of their base salary to the Plan. The Company contributes an
actuarial determined portion into the Plan each year. The Company contribution
was U.S. $84, U.S. $85, and U.S. $73 for the years ended December 31, 1998,
1999, and 2000, respectively. Upon termination of employment, the individual
will receive a single sum amount based upon age at the date of termination and
reduced by benefits payable under other Inficon qualified retirement plans and
benefits payable pursuant to social security, and any debts or amounts that are
owed to the Company by the individual.

13. Equity

Share Capital

         Inficon Holding AG was incorporated on August 2, 2000 with an initial
share capital of U.S. $56 in exchange for 10,000 fully paid-up registered shares
with a par value of CHF 10 (U.S.$5.63) per share. The Company issued 1,990,000
fully paid-up registered shares with a par value of CHF 10 per share to Unaxis
in exchange for the contribution to the Company by Unaxis of the subsidiaries
engaged in the Instrumentation business.

         On November 6, 2000, the Board of Directors, by resolution, determined
to issue an additional 315,000 registered shares at a par value of CHF 10 (U.S.
$5.63) per share. Unaxis waived its preemptive right to subscribe for these
shares.

         On November 9, 2000, the Company completed an initial public offering
in which it sold 315,000 registered shares of common stock at a price of CHF 225
(U.S. $126.58) per share. The Company received net proceeds of approximately
$35,708 after underwriting discounts and other issuance costs of approximately
$4,165. Following the offering, Unaxis retained an ownership of approximately
19.5% in Inficon Holding AG.

         The shares are registered shares with a par value of CHF 10 per share.
The shares are fully paid-up and non-assessable. Each share carries one vote at
the Company's shareholders' meeting. Voting rights may be exercised only after a
shareholder has been recorded in the share register as a shareholder with voting
rights.

         Under the Swiss Code of Obligations, the shareholders may decide on an
increase of the share capital in a specified aggregate par value up to 50% of
the existing share capital in the form of authorized capital to be used at the
discretion of the Board of Directors. The Board of Directors is authorized to
issue at any time until October 19, 2002 up to 340,000 shares of par value CHF
10 per share. Such issuance may be made by full underwriting or in partial
amounts. The Board of Directors is authorized to determine the issue price,
period of dividend entitlement and the form of the contribution upon the
issuance of the shares. In addition, the Board of Directors approved conditional
capital in the amount 115,000 shares which shall be issued upon the exercise of
option rights which some employees and members of the Board of Directors will be
granted pursuant to the Employee Incentive Plan. The Board of Directors will
regulate the details of the issuance.

Share Purchase Plan

         In connection with the initial public offering, the Company offered
employees the opportunity to participate in one of two equity purchase programs.
The two programs are the leveraged share plan and the discounted share purchase
plan.


                                      F-17
<PAGE>


13. Equity (continued)

         Leveraged Share Plan - The leveraged share plan was available to three
tiers of employees: the Chief Executive Officer, other executive officers and
key employees. Depending on an eligible employee's tier, an eligible employee
may have purchased shares in the offering for a total purchase price between
U.S. $22,500 and U.S. $562,500. Approximately 56 employees participated in the
leveraged share plan purchasing either ADRs or shares totaling 38,109 and
19,872, respectively. Each ADR represents one-tenth of one share (or a right to
receive one-tenth of one share). These ADRs and shares issued to employees under
the leveraged share plan are included in the 315,000 shares offered by the
Company as part of the initial public offering.

         The shares purchased under the leveraged share plan may not be
transferred or sold until the fourth anniversary of the closing of the offering.
The plan includes specific requirements for employees who are terminated prior
to the fourth anniversary of the closing of the offering.

         Discounted Share Purchase Plan - The discounted share purchase plan was
offered to employees who are not eligible to participate in the leveraged share
plan. Under this plan, eligible persons were offered the opportunity to purchase
shares on the closing of the offering at a 30% discount to the offer price. Each
employee was entitled to purchase up to $8,439 worth of shares in the offering
at a 30% discount. Employees who participated in the discounted share purchase
plan purchased either ADRs or shares totaling 26,011 and 7,166, respectively.
The ADRs and shares issued under the discounted share purchase plan are included
in the 315,000 shares offered by the Company as part of the initial public
offering. The 30% discount was treated as compensation.

         None of the shares purchased in the offering may be transferred or sold
until the second anniversary from the date of the closing of the offering, after
which date they may be either retained or sold. The plan includes specific
requirements for employees who are terminated prior to the second anniversary
from the date of closing.

Notes Receivable from Officers

         In November 2000, certain officers and key employees purchased 16,480
shares of common stock and paid the exercise price by issuing cash plus full
recourse promissory notes, denominated in U.S. Dollars, Swiss Francs, or
Deutsche Marks, to the Company totaling U.S. $1,371. As of December 31, 2000,
there are approximately U.S. $1,307 outstanding on the notes. The remaining
notes, which have been offset against stockholders' equity for financial
statement presentation, are due in November 2007 and bears interest at 6.10%,
payable semi-annually.

14. Stock Option Plan

         Under the Company's Leveraged of Share Plan, the aggregate amount of
shares that may be issued in the form of incentive stock options is 155,555
shares. All options are granted at prices equal to 100% of the market value of
the common stock at the date of grant.


                                      F-18
<PAGE>


14. Stock Option Plan (continued)

         The options are non-transferable and expire on the seventh anniversary
of the date of grant. Fifty percent of the options vest and become exercisable
on the second anniversary of the date of the grant. The remaining 50% of the
options will vest and become exercisable on the third anniversary of the date of
grant. The plan includes specific requirements for employees who are terminated
prior to exercising their options or prior to the options becoming vested. The
Company has issued options to purchase 118,415 shares.

         The following is a summary of option transactions under both Plans:

                                                Shares          Price Range
                                              ---------         -----------

         Outstanding December 31, 1999              -                     -

         Granted                               118,415          U.S.$126.58

         Exercised                                   -                    -
                                              --------

         Outstanding December 31, 2000         118,415          U.S.$126.58

         Exercisable at December 31, 2000:           -                    -


         The Company has elected to follow Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related
interpretations in accounting for its employee stock options because, as
discussed below, the alternative fair value accounting provided for under FAS
No. 123, "Accounting for Stock-Based Compensation," requires use of option
valuation models. Under APB 25, because the exercise price of the Company's
employee stock options equals the market price of the underlying stock on the
date of grant, no compensation expense is recognized.

         Pro forma information regarding net income is required by FAS No. 123.
The fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions: risk free interest rate of 6.25% for 2000; a dividend yield of 0%
for 2000; volatility factors of the expected market price of the Company's
common stock of .767 for 2000; and a weighted average expected life of the
options of 5 years. The weighted average exercise price and remaining
contractual life of these options were U.S.$126.58 and 7 years, respectively, as
of December 31, 2000.

         The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

         For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows:

(U.S. $ in thousands, except per share amounts)          2000
                                                       ---------

Pro forma net income                                   $22,595

Pro forma net income per share                          $11.04


                                      F-19
<PAGE>


15. Business Segments

         INFICON is a global supplier of instrumentation for analysis,
monitoring and control in the vacuum, semiconductor, refrigeration, and
automotive markets, with headquarters and manufacturing facilities in the United
States, and administrative offices and manufacturing in the United States,
Germany, and Liechtenstein, in addition to sales and service locations
worldwide. INFICON operates in two primary business segments: Semiconductor
Vacuum Instrumentation, and General Vacuum Instrumentation.

         The semiconductor vacuum instrumentation segment includes two major
product lines: in situ analysis and ultra clean processing. The products in this
segment are developed for use in various semiconductor manufacturing
applications. The general vacuum instrumentation segment includes two major
product lines: leak detection and vacuum measurement and components. These
products are used in numerous markets including air conditioning, refrigeration,
automotive and semiconductor manufacturing.

         The Company had sales to one unaffiliated major customer of 21%, 17%,
and 14% of consolidated sales for the years ended December 31, 1998, 1999 and
2000, respectively.

         Information on the Company's business segments was as follows:

                                                   Years ended December 31
                                            1998            1999         2000
                                        ---------------------------------------
                                               (U.S. $ in thousands)
  Sales:
  Semiconductor vacuum instrumentation   $  36,402       $ 42,154      $ 65,952
  General vacuum instrumentation            81,919         87,838       104,024
                                         ---------       --------      --------
  Total sales                            $ 118,321       $129,992      $169,976
                                         =========       ========      ========

         Sales between business segments, which were not material, generally
were priced at prevailing market prices.

                                                     Years ended December 31
                                            1998            1999        2000
                                         --------------------------------------
                                                    (U.S. $ in thousands)
  Gross profit:
  Semiconductor vacuum instrumentation     $ 18,931     $ 22,146    $  39,034
  General vacuum instrumentation             37,828       38,603       47,711
                                         --------------------------------------
  Total gross profit                       $ 56,759     $ 60,749    $  86,745
                                         ======================================
  Earnings before interest and taxes:
  Semiconductor vacuum instrumentation     $  1,011     $  3,479    $   17,931
  General vacuum instrumentation              3,051        6,611        14,034
                                         --------------------------------------
  Total earnings before interest and taxes $  4,062     $ 10,090    $   31,965
                                         ======================================

  Depreciation and amortization:
  Semiconductor vacuum instrumentation     $  1,347     $  2,332    $    1,458
  General vacuum instrumentation              1,611        1,717         2,107
                                          -------------------------------------
                                           $  2,958     $  4,049    $    3,565
                                          =====================================
  Capital expenditures:
  Semiconductor vacuum instrumentation     $    993     $  1,168    $    2,170
  General vacuum instrumentation              2,780        2,121         2,683
                                          -------------------------------------
                                           $  3,773     $  3,289    $    4,853
                                          =====================================
  Identifiable assets:
  Semiconductor vacuum instrumentation     $ 22,731     $ 19,669    $   62,740
  General vacuum instrumentation             42,215       36,529        88,330
                                          -------------------------------------
                                           $ 64,946     $ 56,198    $  151,070
                                          =====================================


                                      F-20
<PAGE>


15. Business Segments (continued)

     Long-lived assets:
     Semiconductor vacuum instrumentation    $  6,989    $  7,207   $  27,743
     General vacuum instrumentation             8,894       6,653      28,096
                                             --------------------------------
                                             $ 15,883    $ 13,860   $  55,839
                                             ==================================
     Sales by geographic location:(1)
     United States                           $ 32,540    $ 40,358   $  58,982
     Europe                                    74,530      73,717      81,332
     Other                                     11,251      15,917      29,662
                                             ----------------------------------
     Total sales                             $118,321    $129,992   $ 169,976
                                             ==================================

      (1)The geographic location of a sale is determined by the subsidiary that
     recorded the sale, rather than customer location.


16. Historical and Pro Forma Net Income Per Share

         The Company computes basic and diluted earnings per share in accordance
with Statement of Financial Accounting Standards No. 128 ("FASB 128") "Earnings
per Share". FASB 128 requires both basic earnings per share, which is based on
the weighted average number of common shares outstanding, and diluted earnings
per share, which is based on the weighted average number of common shares
outstanding and all dilutive common equivalent shares outstanding. The average
number of shares outstanding is based upon the capitalization of INFICON after
the reorganization. The dilutive effect of options is determined under the
treasury stock method using the average market price for the period. Common
equivalent shares are included in the per share calculations where the effect of
their inclusion would be dilutive. The Company does not have any potential
common equivalent shares outstanding.


         The following table sets forth the computation of basic and diluted
earnings per share:

                                                  Years ended December 31
                                               1998        1999       2000
                                   ---------------------------------------------
                                  (U.S.$ in thousands, except per share amounts)

Numerator:
Numerator for basic and diluted
 earnings per share:
      Net income                         $  3,911        $  7,376    $  22,931
Denominator:
Denominator for basic and diluted
 earnings per share:
Weighted average shares outstanding     2,000,000       2,000,000     2,046,000
Earnings per share:
      Basic                                 $1.95           $3.69        $11.21
      Diluted                               $1.95           $3.69        $11.21



                                      F-21
<PAGE>


17. Quarterly Data (unaudited)

                                                Quarter ended
                              March 31     June 30   September 30   December 31
       ------------------------------------------------------------------------
                                   (U.S. $ in thousands)
2000
   Sales                    $    40,432    $ 42,183    $ 42,262      $  45,099
   Gross profit                  20,343      21,566      21,653         23,183
   Net income                     5,758       6,354       5,546          5,273
   Basic net income per share     $2.88       $3.18       $2.77          $2.42
   Diluted net income per share   $2.88       $3.18       $2.77          $2.42
1999
   Sales                    $    29,638    $ 33,105    $ 33,300      $  33,949
   Gross profit                  13,488      14,982      15,595         16,684
   Net income                       501       1,903       2,530          2,442
   Basic net income per share      $.25        $.95       $1.27          $1.22
   Diluted net income per share    $.25        $.95       $1.27          $1.22



                                      F-22
<PAGE>


                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                               INFICON Holding AG

                           (U.S. Dollars in Thousands)


<TABLE>
<CAPTION>
                                  Balance at
                                 Beginning of   Add: Charged    Deduct:   Balance at
                                     Year        to Expense   Write-offs  End of Year
                                 ------------   ------------  ----------  ---------
<S>                              <C>            <C>           <C>         <C>
Allowance for doubtful accounts:

Year ended December 31, 2000     $  664         $  760        $  270      $ 1,154

Year ended December 31, 1999     $  867         $ (174)       $   29      $   664

Year ended December 31, 1998     $  721         $  253        $  107      $   867
</TABLE>



                                      F-23
<PAGE>


The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused and authorized the undersigned to sign this
annual report on Form 20-F on its behalf.


                                                        INFICON HOLDING  AG


                                                      /s/ James L.Brissenden
                                                 -----------------------------
                                                 Name:  James L. Brissenden
                                                 Title: President and Chief
                                                         Executive Officer







                                                       /s/  Peter G. Maier
                                                 ------------------------------
                                                 Name: Peter G. Maier
                                                 Title: Vice-President and Chief
                                                        Financial Officer




                                       61

<PAGE>



Index to Exhibits

<TABLE>
<CAPTION>
Exhibit
No.             Description
-------         -----------
<S>             <C>
 1.1*           Underwriting Agreement
 1.2*           Share Lending Agreement
 2.1*           Master Separation Agreement between Unaxis Holding AG and INFICON Holding AG dated August 31, 2000
 3.1*           Articles of Incorporation of the Registrant (English translation)
 3.2            (INFICON Holding AG, a Swiss Company, is not required to have By-laws under Swiss law)
 4.1**          Deposit Agreement, dated as of  November 8 , 2000, among the Registrant, The Bank of New York, as depositary, and
                the owners and beneficial owners from time to time of American
                Depositary Receipts, including the form of American Depositary
                Receipt
10.1*           INFICON Leveraged Share Plan
10.2*           INFICON Discounted Share Purchase Plan
10.3.1*         Intercompany Service Agreement between Leybold Vakuum GmbH and INFICON GmbH
10.3.2*         Intercompany Service Agreement between Unaxis Balzers Limited and INFICON Limited
10.3.3*         Intercompany Service Agreement between Leybold Vacuum UK Limited and INFICON Limited
10.3.4*         Intercompany Service Agreement between Leybold Vacuum Japan Co., Ltd and INFICON Co., Ltd.
10.3.5*         Intercompany Service Agreement between Leybold Vacuum Korea Ltd. and INFICON Ltd.
10.3.6*         Intercompany Service Agreement between Unaxis Singapore Pte Ltd and INFICON Pte Ltd.
10.3.7*         Intercompany Service Agreement between Leybold Vacuum Products, Inc. and INFICON, Inc.
10.3.8*         Intercompany Service Agreement between Inficon, Inc. and Leybold Vacuum Products, Inc.
10.3.9**        Intercompany Service Agreement between Leybold SAS and INFICON SARL
10.3.10         Intercompany Service Agreement between Balzers and Leybold Taiwan, Ltd. and INFICON Ltd.
10.4.1*         Asset Purchase Agreement between Leybold INFICON, Inc. and INFICON, Inc.
10.4.2*         Asset Purchase Agreement between Leybold Vakuum GmbH and INFICON
                GmbH, Cologne (formerly known as Leybold Vakuum Deutschland
                GmbH), including Supplementary Agreement thereto
10.4.3*         Asset Purchase Agreement between Unaxis Balzers Limited and INFICON Limited
10.4.4*         Asset Purchase Agreement between Leybold Vacuum UK Limited and INFICON Limited
10.4.5*         Asset Purchase Agreement between Leybold Vacuum Japan Co., Ltd. And INFICON Co., Ltd.
10.4.6*         Asset Purchase Agreement between Leybold Vacuum Korea Ltd. And INFICON Ltd.
10.4.7*         Asset Purchase Agreement between Unaxis Singapore Pte Ltd and INFICON Pte Ltd
10.4.8*         Asset Purchase Agreement between Balzers and Leybold China Limited and INFICON Limited
10.4.9**        English translation of Asset Purchase Agreement between Leybold SAS and INFICON GmbH, Cologne regarding sales
                of assets of French subsidiary
10.4.10**       English translation of Asset Purchase Agreement between Leybold SAS and INFICON
                Limited, Liechtenstein regarding sale of assets of French
                subsidiary
10.4.11         Asset Purchase Agreement between Balzers and Leybold Taiwan, Ltd. and INFICON Ltd.
10.5*           Tax Deed between Unaxis Holding AG and INFICON Holding AG
10.6*           Intellectual Property Assignment from Leybold Vakuum GmbH to INFICON GmbH
10.7*           Intellectual Property Assignment from Leybold Inficon, Inc. to INFICON GmbH
10.8*           Intellectual Property Assignment from Unaxis Balzers Limited to INFICON GmbH
10.9*           Ultra Clean License Agreement between Unaxis Balzers Limited and INFICON GmbH, including Side Agreement thereto
10.10*          Intellectual Property License Agreement between INFICON GmbH (Cologne) and INFICON GmbH
10.11*          Intellectual Property License Agreement between INFICON GmbH and INFICON Limited
10.12*          Intellectual Property License Agreement between INFICON GmbH and Unaxis Balzers Limited
10.13*          Intellectual Property License Agreement between INFICON GmbH and INFICON, Inc.
10.14*          Lease Agreement for manufacturing facilities in Cologne, Germany between INFICON GmbH and Balzers and Leybold
                Holding AG with English translation
10.15*          Lease Agreement for manufacturing facilities in Balzers, Liechtenstein between INFICON AG and Balzers AG with
                English translation
10.16*          Employment Agreement between Jim Brissenden and Leybold INFICON Inc.
10.17           Loan Agreement between INFICON Holding AG and Credit Suisse
</TABLE>



--------------------------------------------------------------------------------

* Incorporated by Reference to our registration statement on Form F-1 filed with
the Securities and Exchange Commission.

** Previously filed as form of agreement.