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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

(Mark one)

|ý | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------

For the Fiscal Year Ended December 31, 2002

Or

|o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

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Commission File Number: 0-22248

ULTRATECH STEPPER, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation ororganization)

94-3169580(I.R.S. Employer Identification No.)3050 Zanker Road
San Jose, California(Address of principal executive offices)

95134(Zip Code)


(408) 321-8835(Registrant's telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 Par Value Per Share;
Preferred Stock Purchase Rights

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Indicate by check mark whether the Registrant (1) has 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 ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ý

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes ý    No o

The
aggregate market value of voting stock held by non-affiliates of the Registrant, as of June 28, 2002, was approximately $248,470,000 (based upon the closing price
for shares of the Registrant's Common Stock as reported by the Nasdaq National Market on that date, the last trading date of the Registrant's most recently completed second quarter). Shares of Common
Stock held by each officer, director and holder of 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate
status is not necessarily a conclusive determination for other purposes. As of March 17, 2003, the Registrant had 22,744,794 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held on June 5, 2003 are incorporated by reference into Part III of this
Annual Report on Form 10-K.

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PART I

ITEM 1.BUSINESS

This
Annual Report on Form 10-K may contain, in addition to historical information, certain forward-looking statements that involve significant risks and
uncertainties. The Company's actual results could differ materially from the information set forth in any such forward-looking statements. Factors that could cause or contribute to such differences
include those discussed below under "Additional Risk Factors", as well as those discussed elsewhere in this Annual Report on Form 10-K.

The Company

Ultratech Stepper, Inc. ("Ultratech" or the "Company") develops, manufactures and markets photolithography equipment designed to reduce the cost of
ownership for manufacturers of integrated circuits, including advanced packaging processes and various nanotechnology components, including thin film head magnetic recording devices ("thin film heads"
or "TFHs"). The Company supplies step-and-repeat systems based on one-to-one ("1X") technology to customers located throughout North America, Europe,
Japan and the rest of Asia. Ultratech believes that its 1X steppers offer cost and certain performance advantages, as compared with competitors' reduction steppers, to semiconductor device
manufacturers for applications involving line geometries of 0.75 microns or greater ("non-critical feature sizes") and to nanotechnology manufacturers. The Company's
1X steppers do not currently address applications involving line geometries of less than 0.75 microns ("critical feature sizes"). Advanced packaging for integrated circuits, specifically
bump or wafer level CSP techniques, require lithography steps in the fabrication process. Ultratech continues to enhance its product offerings for bump and wafer level chip scale packaging ("CSP")
processing with the introduction of an improved version of the Company's flagship bump lithography tool, the Saturn Spectrum 3e. Additionally, the Company has developed the Saturn
Spectrum 300e2 in order to broaden its advanced packaging market base into 300mm packaging activities. The Company's 1X steppers are also used as replacements for scanners
in existing fabrication facilities to enable semiconductor manufacturers to extend the useful
life and increase the capabilities of their facilities. In addition, the Company's steppers are used to manufacture high volume, low cost semiconductors used in a variety of applications such as
telecommunications, automotive control systems, power systems and consumer electronics. Ultratech also supplies 1X photolithography systems to thin film head manufacturers and believes that its
steppers offer advantages over certain competitive reduction lithography tools with respect to field size, throughput, specialized substrate handling and cost. Additionally, the Company supplies 1X
photolithography equipment to various other nanotechnology markets, where certain technical features, such as high resolution at g-line wavelengths and depth of focus, may offer advantages
over competing tools. Ultratech has developed and commenced shipment of the model 1600DSA stepper, with specific design modifications to address the unique requirements of the nanotechnology market,
including dual-side wafer processing capability.

The
Company's products and markets are more fully described below.

Background

The fabrication of devices such as integrated circuits ("semiconductors" or "ICs") requires a large number of complex processing steps, including deposition,
photolithography and etching. Deposition is a process in which a layer of either electrically insulating or electrically conductive material is deposited on the surface of a wafer. The
photolithography imaging process imprints device features on a light sensitive polymer photoresist. After development of the photoresist, etching selectively removes material from areas not covered by
the imprinted pattern.

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Photolithography
is one of the most critical and expensive steps in IC device manufacturing. According to the Semiconductor Industry Association, a significant portion of the cost of
processing silicon wafers in the fabrication of ICs is related to photolithography. Photolithography exposure equipment is used to image device features on the surface of thin deposition films by
selectively exposing a light sensitive polymer photoresist coated on the wafer surface, through a photomask containing the master image of a particular device layer. Exposure of each process layer
imprints a different set of features on the device. These device layers must be properly aligned to previously defined layers before imaging takes place, so that structures formed on the wafers are
correctly placed, one on top of the other, in order to ensure a functioning device.

Since
the introduction of the earliest commercial photolithography tools for IC manufacturing in the early 1960s, a number of tools have been introduced to enable manufacturers to
produce increasingly complex devices that incorporate progressively finer line widths. In the late 1970s, photolithography tools known as step-and-repeat projection aligners,
or steppers, were introduced. Unlike prior tools, such as contact printers and proximity aligners, which required the photomask to physically contact the wafer in order to transfer the entire pattern
during a single exposure, and scanners, which transferred the device image by scanning a narrow slit of light across the entire photomask and wafer in a single,
continuous motion, steppers expose only a small square or rectangular portion of the wafer in a single exposure, then move or "step" to an adjacent site to repeat the exposure. This stepping process
is repeated as often as necessary until the entire wafer has been exposed. By imaging a small area, steppers are able to achieve finer resolution, improved image precision and better alignment between
the multiple device layers with higher yield and productivity in certain devices than possible with earlier tools.

The
two principal types of steppers currently in use by the semiconductor industry are reduction steppers, which are the most widely used steppers, and 1X steppers. Reduction steppers,
which typically have reduction ratios of four or five-to-one, are tools in which the photomask pattern containing the design is typically four or five times larger than the
device pattern that is to be exposed on the wafer surface. Additionally, step-and-scan systems address device sizes of .35 micron and below. In contrast to steppers,
which expose the entire field in a single exposure, step-and-scan systems scan a narrow slit of imagery across a field and repeat this operation over multiple fields to expose
the entire wafer.

The
principal advantage of reduction steppers and step-and-scan systems is that they may be used in manufacturing steps requiring critical feature sizes and are
therefore necessary for manufacturing advanced ICs. 1X steppers, on the other hand, are tools in which the photomask containing the design is the same size as the device pattern that is exposed
on the wafer surface. Current 1X steppers, unlike most current reduction steppers, are based on different technology which incorporates both reflective and refractive elements in its optical
lens imaging system that, although highly sophisticated in design, is much simpler than a current reduction stepper's lens imaging system which incorporates only refractive elements. As a result,
current 1X steppers are generally less expensive than the current reduction steppers required for critical feature sizes. Because of their optical design, 1X steppers typically are also
able to deliver greater exposure energy to the wafer surface, which may result in higher throughput than is achievable with certain reduction steppers. However, 1X steppers are currently
limited to use in manufacturing steps involving non-critical feature sizes. Accordingly, the Company believes that sales of these systems are highly dependent upon capacity expansions by
its current 1X customers, or by customers making the transition to bumped chips, which employ a different means of electrically connecting the chip to the outside world.

In
the past, manufacturers of ICs and similar devices purchased capital equipment based principally on technological capabilities. In view of the significant capital expenditures
required to construct, equip and maintain fabrication facilities, relatively short product cycles and manufacturers' increasing concern for overall fabrication costs, the Company believes that
manufacturers of ICs and bumped wafers increasingly are focusing on reducing their total cost to manufacture a device. A major

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component of this cost is the cost of ownership of the equipment used for a particular application in a fabrication facility. Cost of ownership is measured in terms of the costs associated with the
acquisition of equipment, as well as factors such as throughput, yield, up-time, service, labor overhead, maintenance, and various other costs of owning and using the equipment. With
increasing importance being placed upon a system's overall cost of ownership, in many cases the system with the most technologically advanced capabilities will not necessarily be the manufacturing
system of choice. As part of the focus on cost reduction, the Company believes that device manufacturers are attempting to extend the useful life and enhance the production capabilities of fabrication
facilities by selecting equipment that can replace existing tools while offering better performance in a cost-effective manner.

Products

The Company currently offers three different series of 1X systems for use in the semiconductor fabrication process: the model 1500 Series, which
addresses the markets for scanner replacement, high volume/low cost semiconductor fabrication and R&D packaging activities; the Saturn Wafer Stepper® Family, which addresses the market for
mix-and-match in advanced semiconductor fabrication and bump processing for flip chips; and the Titan Wafer Stepper®, which addresses the markets for scanner
replacement and high volume/low cost semiconductor fabrication. These steppers currently offer feature size capabilities ranging from 2.0 microns to 0.75 microns and typically range in
price from $900,000 to $3.6 million per system. The model 1500 Series and the Titan Wafer Stepper offer g- and h-line illumination specifications. The Saturn Wafer
Stepper Family features an i-line illumination specification that is designed to make them compatible with advanced i-line reduction steppers. In bump processing, the Company
offers its Saturn Spectrum 3, Saturn Spectrum 3e, and the Saturn Spectrum 300e2. The Saturn Spectrum 3e was developed for high
volume bump and wafer level CSP manufacturing. The Saturn Spectrum 300e2 is the Company's flagship product offering to support 300mm bump manufacturing. All of these bump steppers
provide broadband (g, h and i-line) exposure, and are used in conjunction with electroplating to produce a pattern of bumps, or metal connections, on the bond pads of the die for flip chip
devices. This pattern can be placed in a tight array across the entire die, as opposed to the conventional method of wire bonding which is limited to the periphery of the die. This allows
manufacturers to shrink the die size. The flip chip device can then be placed in a small outline package or directly on a printed circuit board. The Saturn and Titan wide-field systems
have a unique D-shaped field that allows for a one-to-one field match with step-and-scan systems, or a two-to-one
match with reduction steppers. The D-shaped field is designed to allow the semiconductor manufacturer to optimize overlay and throughput for its non-critical
mix-and-match layers.

The
Company also offers photolithography equipment for use in various nanotechnology markets. Nanotechnology manufacturing combines electronics with mechanics in small devices for
detection and control of a wide variety of parameters. Examples include accelerometers used to activate air bags in automobiles, and membrane pressure sensors used in industrial control systems. These
micro-machined devices are manufactured on silicon substrates using photolithography techniques similar to those used for manufacturing semiconductors and thin film head devices. In 2000, the Company
introduced and began shipping its 1600DSA stepper into the nanotechnology market, using a platform based on the 1500 Series steppers, incorporating Dual Side Alignment ("DSA") capability for
applications requiring lithography on both sides of a wafer. The Company believes the 1600DSA stepper enhances the capabilities of the 1500 Series steppers by offering the first stepper with
Dual Side Alignment capability, providing customers with a 1X stepper solution to this special processing requirement. Additionally, the Company believes that its 1500 Series steppers
and the Saturn Wafer Stepper Family offer resolution and depth of focus advantages over alternative technologies to the manufacturers of nanotechnology components.

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The
Company has introduced the model 1900 Series steppers, with enhanced capabilities directed at TFH backend, or rowbar processing applications. These steppers are used to expose the
Air Bearing Surface (ABS) pattern on these rowbars.

The
Company also sells upgrades and refurbishments to systems in its installed base. These refurbished systems typically have a purchase price that is significantly lower than the
purchase price for the Company's new systems.

Basic
features of the Company's current stepper systems are set forth below:

Product Line

Wavelength

Minimum Feature
Size (microns)1X Steppers:Model 1500 Series/Star 100

gh-line

0.8 - 1.0Model 1900 Series

gh-line

1.0 - 2.01600DSA

gh-line

1.0 - 2.0Saturn Wafer Stepper

i-line

0.75 - 1.0Saturn Spectrum 3e

ghi-line

2.0Saturn Spectrum 300e2

ghi-line

2.0Titan Wafer Stepper

gh-line

0.75 - 1.4Titan 300 Wafer Stepper

gh-line

1.0 - 1.4


The
Company also offers laser-based thermal annealing tools under the "Verdant" product name. The anneal process is used by the Semiconductor industry for a variety of process steps,
including activation of implanted impurities, growth of oxides, formation of silicides and stabilization of copper grain structure. Common annealing tools, currently in use by manufacturers of
semiconductor devices, are furnaces and rapid thermal annealing, or RTA, systems. The Company believes there is a need for tools that deliver annealing at higher temperatures for shorter periods of
time and that its laser annealing tools may ultimately provide this capability to the industry. The near-term application of the Company's laser-based thermal annealing tools is
anticipated to be in the area of implant activation. However, the Company is also researching the use of these tools for other annealing applications.

Currently,
the Company offers two laser annealing tools. The first tool is designed for use in research and development applications, with the objective of process optimization. The
Company shipped and recorded revenue on two of these systems in 2002. The second tool is targeted for pilot production. As of March 17, 2003, the Company has received orders for two of these
pilot tools.

Research, Development and Engineering

The semiconductor and nanotechnology (which includes thin film heads) industries are subject to rapid technological change and new product introductions and
enhancements. The Company believes that continued and timely development and introduction of new and enhanced systems is essential for the Company to maintain its competitive position. The Company has
made a substantial investment in the research and development of its core optical technology, which the Company believes is critical to its financial results. The Company intends to continue to
develop its technology and to develop innovative products and product features to meet customer demands. Current engineering projects include: the continued research and development and process
insertion for the Company's laser thermal processing technologies; continued development of the Company's 1X optical products, including the Company's 300mm tool for bump processing; and development
of more flexible optical systems. Other research and development efforts are currently focused on reliability improvement; manufacturing cost reduction; and performance enhancement and development of
new features for existing systems, both for inclusion in the Company's systems and to meet specific customer order requirements. These research and development efforts are undertaken, principally, by
the Company's research, development and engineering organizations and costs are generally expensed as incurred. Other operating groups

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within the Company support the Company's research, development and engineering efforts, and the associated costs are charged to these organizations as incurred. The Company also has programs devoted
to the development of new photolithography systems, including new generations of photolithography systems for existing and new markets, enhancements and extensions of existing photolithography systems
for existing and new markets, and custom engineering for specific customers.

The
Company works with many customers to develop technology required to manufacture advanced devices or to lower the customer's cost of ownership. The Company maintains an engineering
department that supports customer design of 1X stepper photomasks for both test and production
purposes and an applications engineering group that assist customers in optimizing the use of the Company's systems.

The
Company has historically devoted a significant portion of its financial resources to research and development programs and expects to continue to allocate significant resources to
these efforts in the future. As of December 31, 2002, the Company had approximately 55 full-time employees engaged in research, development, and engineering. For 2002, 2001
and 2000, total research, development, and engineering expenses were approximately $23.5 million, $25.8 million and $26.8 million, respectively, and represented 34.3%, 19.7% and
18.3% of the Company's net sales, respectively.

Sales and Service

The Company markets and sells its products in North America, Europe, Japan and Taiwan principally through its direct sales organization. The Company sells its
products in the Asia/Pacific region, excluding Japan and Taiwan, primarily through independent sales organizations.

Ultratech's
service personnel are based throughout the United States, Europe, Japan and the rest of Asia. The Company currently has two sales and service offices in the United States
outside of California; and seven sales and/or service offices in the United Kingdom, Germany, France, Japan, Korea, Taiwan and Singapore. Additionally, the Company maintains personnel in Thailand and
the Philippines, and uses third-party providers in Hong Kong and Malaysia, to service equipment and support customers in such locations. As part of its customer service, the Company maintains an
on-line computerized network of its parts inventory in the United States, Europe, Japan and Taiwan.

The
Company believes that as semiconductor and nanotechnology device manufacturers produce increasingly complex devices, they will require an increased level of support. Reliability,
performance, yield, cost, uptime and mean time between failures are increasingly important factors by which customers evaluate potential suppliers of photolithography equipment. The Company believes
that the strength of its worldwide service and support organization is an important factor in its ability to sell its systems, maintain customer loyalty and reduce the maintenance costs of its
systems. In addition, the Company believes that working with its suppliers and customers is necessary to ensure that the Company's systems are cost effective, technically advanced and designed to
satisfy customer requirements.

The
Company supports its customers with field service, applications, technical service engineers and training programs. The Company provides its customers with comprehensive support and
service before, during and after delivery of its systems. To support the sales process and to enhance customer relationships, the Company works closely with prospective customers to develop hardware,
software and applications test specifications and benchmarks, and often designs customized applications to enable prospective customers to evaluate the Company's equipment for their specific needs.
Prior to shipment, Ultratech's support personnel typically assist the customer in site preparation and inspection, and typically provide customers with training at the Company's facilities or at the
customer's location. The
Company currently offers to its customers various courses of instruction on the Company's systems, including instructions in system hardware, software and applications tools for optimizing the
Company's systems. The Company's customer training program also includes instructions in the maintenance of the

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Company's systems. The Company's field support personnel work with the customers' employees to install the system and demonstrate system readiness. Technical support is also available through
on-site Company personnel.

In
general, the Company warrants its new systems against defects in design, materials and workmanship for one year. The Company offers its customers additional support after the warranty
period in the form of applications and maintenance contracts for specified time periods. Service contracts include various options such as priority response, planned preventive maintenance, scheduled
one-on-one training, daily on-site support, and monthly system and performance analysis.

Manufacturing

The Company performs all of its manufacturing activities (final assembly, system testing and certain subassembly) in clean room environments totaling
approximately 26,000 square feet. These facilities are located in San Jose, California. Performing manufacturing operations in California exposes the Company to a higher risk of natural
disasters, including earthquake. The Company is not insured against natural disasters and power shortages and the occurrence of such an event could materially adversely impact the Company's results of
operations.

The
Company's manufacturing activities consist of assembling and testing components and subassemblies, which are then integrated into finished systems. The Company relies on a limited
number of outside suppliers and subcontractors to manufacture certain components and subassemblies. This strategy enables the Company to maximize its manufacturing capacity. The Company orders one of
the most critical components of its technology, the glass for its 1X lenses, from suppliers on purchase orders. The Company designs the 1X lenses and provides the lens specifications to
other suppliers that grind the lens elements. The Company then assembles and tests the optical 1X lenses in its metrology laboratory. The Company has recorded the critical parameters of each of
its optical lenses sold since 1982, and believes that such information enables it to supply lenses to its customers that match the characteristics of its customers' existing lenses.

In
addition to glass, the Company procures many of its other critical systems' components, subassemblies and services from single outside suppliers or a limited group of outside
suppliers in order to ensure overall quality and timeliness of delivery. Many of these components and subassemblies have significant production lead times. To date, the Company has been able to obtain
adequate services and supplies of components and subassemblies for its systems in a timely manner. However, disruption or termination of certain of these sources could result in a significant adverse
impact on the Company's ability to manufacture its systems. This, in turn, would have a material adverse effect on the Company's business, financial condition and results of operations. The Company's
reliance on sole or a limited
group of suppliers and the Company's increasing reliance on subcontractors involve several risks, including a potential inability to obtain an adequate supply of required components due to the
suppliers' failure or inability to provide such components in a timely manner, or at all, and reduced control over pricing and timely delivery of components. Although the timeliness, yield and quality
of deliveries to date from the Company's subcontractors have been acceptable, manufacture of certain of these components and subassemblies is an extremely complex process, and long
lead-times are required. Any inability to obtain adequate deliveries or any other circumstance that would require the Company to seek alternative sources of supply or to manufacture such
components internally could delay the Company's ability to ship its products, which could damage relationships with current and prospective customers and have a material adverse effect on the
Company's business, financial condition and results of operations.

Prior
to shipment of the Company's systems, the customer's engineers may perform acceptance tests at Ultratech's facility. After passing the acceptance test, the system is packaged in
the clean room environment and prepared for shipment.

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The
Company maintains a company-wide quality program. The intent of the program is to provide continuous improvement in the Company's steppers and services to meet customer
requirements. The Company trains all of its employees in basic quality skills and regularly participates in quality sharing meetings with other equipment manufacturers and customer quality audits of
procedures and personnel. The Company's 1X operation achieved ISO 9001:1994 certification in 1996 and ISO 14001:1996 certification in March 2001. The Company's ISO 9001 certification was
upgraded to the ISO 9001:2000 standard in January 2002. All certifications have been maintained uninterrupted through the date of this report.

Competition

The capital equipment industry in which the Company operates is intensely competitive. A substantial investment is required to install and integrate capital
equipment into a semiconductor, semiconductor packaging or nanotechnology device production line. The Company believes that once a device manufacturer or packaging subcontractor has selected a
particular vendor's capital equipment, the manufacturer generally relies upon that equipment for the specific production line application and, to the extent possible, subsequent generations of similar
products. Accordingly, it is difficult to achieve significant sales to a particular customer once another vendor's capital equipment has been selected. The Company experiences intense competition
worldwide from a number of leading stepper manufacturers, such as Nikon Inc. ("Nikon"), Canon, Inc. ("Canon") and ASM Lithography ("ASML"), all of which have substantially
greater financial, marketing and other resources than the Company. Nikon supplies a 1X stepper for use in the manufacture of liquid crystal displays and Canon, Nikon and ASML offer reduction
steppers for thin film head fabrication. With respect to the semiconductor packaging and nanotechnology markets, the Company experiences intense competition from various proximity aligner companies
such as Suss Microtec AG.

ASML,
Canon and Nikon have each introduced an i-line step-and-scan system as a lower cost alternative to the deep ultra-violet (DUV)
step-and-scan system for use on the less critical layers. These systems compete with wide-field steppers, such as the Company's Saturn and Titan steppers, for
advanced mix-and-match applications. In addition, the Company believes that the high cost of developing new lithography tools has increasingly caused its competitors to
collaborate with customers and other parties in various areas such as research and development, manufacturing and marketing, or to acquire other competitors, thereby resulting in a combined
competitive threat with significantly enhanced financial, technical and other resources. The Company expects its competitors to continue to improve the performance of their current products and to
introduce new products with improved price and performance characteristics that will also compete directly with the Company's products. This could cause a decline in sales or loss of market acceptance
of the Company's steppers, and thereby materially adversely affect the Company's business, financial condition and results of operations. There can be no assurance that enhancements to, or future
generations of, competing products will not be developed that offer superior cost of ownership and technical performance features. The Company believes that to be competitive, it will require
significant financial resources in order to continue to invest in new product development, features and enhancements, to introduce next generation stepper systems on a timely basis, and to maintain
customer service and support centers worldwide. In marketing its products, the Company may also face competition from vendors employing other technologies. In addition, increased competitive pressure
has led to intensified price-based competition in certain of the Company's markets, resulting in lower prices and margins. Should these competitive trends continue, the Company's business, financial
condition and operating results would continue to be materially adversely affected. There can be no assurance that the Company will be able to compete successfully in the future.

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With respect to the Company's laser annealing technologies, marketed under the Verdant product name, the primary competition comes from RTA, which is the current manufacturing
technology. RTA does not limit semiconductor device manufacturers from scaling their transistors to obtain improved performance. However, improved annealing technology results in faster transistors
for a given size. RTA manufacturers recognize the need to reduce thermal cycle times and are working toward this goal. Several companies have published papers on their prototype annealing tools that
incorporate flash lamp technology in order to reduce annealing times and increase anneal temperatures. The Company believes these tools are presently in the development phase. Additionally,
competition to the Verdant products may come from other laser annealing tools, including those presently being used by the flat panel display industry to re-crystallize silicon.
Manufacturers of these tools may try to extend the use of their technologies to semiconductor device applications. In July 2000, the Company licensed its then existing laser annealing
technology, with reservations, to a manufacturer of semiconductor equipment. The Company presently anticipates this company will offer laser annealing tools to the semiconductor industry that will
compete with the Company's offerings.

Foreign
integrated circuit manufacturers have a significant share of the worldwide market for certain types of integrated circuits for which the Company's systems are used. The Japanese
stepper manufacturers are well established in the Japanese stepper market, and it is extremely difficult for non-Japanese lithography equipment companies to penetrate this market. Although
the Company has experienced recent success in the introduction of its Saturn Spectrum family of wafer steppers into the Japanese marketplace, to date the Company has not established itself as a major
competitor in the Japanese equipment market and there can be no assurance that the Company will be able to achieve significant sales to Japanese manufacturers in the future.

Intellectual Property Rights

Although the Company attempts to protect its intellectual property rights through patents, copyrights, trade secrets and other measures, it believes that any
success will depend more upon the innovation, technological expertise and marketing abilities of its employees. Nevertheless, the Company has a policy of seeking patents when appropriate on inventions
resulting from its ongoing research and development and manufacturing activities. The Company owns various United States and foreign patents, which expire on dates ranging from March 2004 to
October 2020 and has various United States and foreign patent applications pending. The Company also has various registered trademarks and copyright registrations covering mainly software
programs used in the operation of its stepper systems. The Company also relies upon trade secret protection for its confidential and proprietary information. There can be no assurance that the Company
will be able to protect its technology adequately or that competitors will not be able to develop similar technology independently. There can be no assurance that any of the Company's pending patent
applications will be issued or that U.S. or foreign intellectual
property laws will protect the Company's intellectual property rights. In addition, litigation may be necessary to enforce the Company's patents, copyrights or other intellectual property rights, to
protect the Company's trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement. Such litigation could result in substantial
costs and diversion of resources and could have a material adverse effect on the Company's business, financial condition and results of operations, regardless of the outcome of the litigation. Patents
issued to the Company may be challenged, invalidated or circumvented and the rights granted thereunder may not provide competitive advantages to the Company. Furthermore, others may independently
develop similar products, duplicate the Company's products or, if patents are issued to the Company, design around the patents issued to the Company. Additionally, the Company presently has several
agreements in force to license certain of its technologies. Challenges to, or invalidation of, patents related to those technologies would expose the Company to the risk of forfeiture of revenues and
further risk of damage claims.

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On
February 29, 2000, in the U.S. District Court of Virginia, the Company filed patent infringement lawsuits against Nikon, Canon and ASML. In April 2000, the Company
reached a settlement with Nikon and in September 2001, the Company reached a settlement with Canon. The patent litigation case against ASML is ongoing. The court has made a preliminary
determination that ASML does not infringe the patent. The Company intends to appeal this preliminary determination of the court. On October 12, 2001, the Company was sued in the District Court
in Massachusetts for alleged infringement of certain patents owned by Silicon Valley Group, Inc. ("SVG"), a company acquired by ASML. The Company is in the process of defending against this
claim and believes the claim is without merit.

With
the exception of the SVG claim, there are no pending lawsuits against the Company regarding infringement claims with respect to any existing patent or any other intellectual
property right. However, the Company has from time to time been notified of claims that it may be infringing intellectual property rights possessed by third parties. Some of the Company's customers
have received notices of infringement from Technivision Corporation and the Lemelson Medical, Education and Research Foundation, Limited Partnership alleging that the manufacture of certain
semiconductor products and/or the equipment used to manufacture those semiconductor products infringes certain issued patents. The Company has been notified by certain of these customers that the
Company may be obligated to defend or settle claims that the Company's products infringe any of such patents and, in the event it is subsequently determined that the customer infringes any of such
patents, they intend to seek reimbursement from the Company for damages and other expenses resulting from this matter.

Infringement
claims by third parties or claims for indemnification resulting from infringement claims may be asserted in the future and such assertions, if proven to be true, may
materially adversely affect the Company's business, financial condition and results of operations, regardless of the outcome of any litigation. With respect to any such future claims, the Company may
seek to obtain a license under the third party's intellectual property rights. However, a license may not be available on reasonable terms or at all. The Company could decide, in the alternative, to
resort to litigation to challenge such claims. Such challenges could be expensive and time consuming and could materially adversely affect the
Company's business, financial condition and results of operations, regardless of the outcome of any litigation.

Environmental Regulations

The Company is subject to a variety of governmental regulations relating to the use, storage, discharge, handling, emission, generation, manufacture and disposal
of toxic or other hazardous substances used to manufacture the Company's systems. The Company believes that it is currently in compliance in all material respects with such regulations and that it has
obtained all necessary environmental permits to conduct its business. Nevertheless, the failure to comply with current or future regulations could result in substantial fines being imposed on the
Company, suspension of production, alteration of the manufacturing process or cessation of operations. Such regulations could require the Company to acquire expensive remediation equipment or to incur
substantial expenses to comply with environmental regulations. Any failure by the Company to control the use, disposal or storage of, or adequately restrict the discharge of, hazardous or toxic
substances could subject the Company to significant liabilities.

Customers, Applications and Markets

The Company sells its systems to semiconductor, advanced packaging, thin film head and various other nanotechnology manufacturers located throughout North
America, Europe, Japan, Taiwan and the rest of Asia. Semiconductor manufacturers have purchased the model 1500 Series steppers, the Saturn Wafer Stepper, the Saturn Spectrum 3e wafer stepper,
the Saturn Spectrum 300e2 wafer stepper and the Titan Wafer Stepper for the fabrication and/or packaging of microprocessors, microcontrollers,

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DRAMs, ASICs and other devices. Such systems are used in mix-and-match environments with other lithography tools, as replacements for scanners and contact printers, in
start-up fabrication facilities, in packaging for ultrathin and flip chip applications and for high volume, low cost non-critical feature size semiconductor production. The
Company believes that thin film head manufacturers have purchased the model 1900 Series steppers due to their throughput and overall cost of ownership. The Company believes that manufacturers of
nanotechnology devices have purchased the model 1500 Series steppers, the 1600DSA and Saturn and Titan wafer stepper families because of their high throughput and flexible field size advantages
along with their cost-effective, submicron imaging capabilities.

Historically,
the Company has sold a substantial portion of its systems to a limited number of customers. In 2002, Intel Corporation accounted for 19% and Sumitomo Chemical
Company, Ltd. accounted for 10% of the Company's net sales. In 2001, no single customer accounted for 10% or more of the Company's net sales. In 2000, Royal Philips Electronics N.V.
accounted for 10% of the Company's net sales.

On
a market application basis, sales to semiconductor packaging customers accounted for approximately 53% of system revenue for the year ended December 31, 2002, as compared to
32% and 26% for the years ended December 31, 2001 and 2000, respectively. The Company's future results of operations and financial position would be materially adversely impacted by further
downturns in this market segment, or by loss of market share.

At
December 31, 2002, one customer accounted for 41% of the Company's system backlog. Cancellation, deferrals or rescheduling of orders by this customer would have a material
adverse impact on the Company's future results of operations.

The
Company presently expects that net sales for the quarter ending March 31, 2003 will be flat to slightly higher than net sales in the comparable period in 2002. The Company
anticipates that it will experience operating and net losses for the three-month period ending March 31, 2003. The Company believes that gross margin for the quarter ending March 31,
2003 will be flat, as compared to the comparable period in 2002. Should further erosion to the Company's business occur, the Company might incur a higher risk of inventory obsolescence and excess
purchase commitments, which would materially adversely impact results of operations. Additionally, increased price-based competition may continue to contribute to further erosion of gross margin.

During
2002, the Company experienced significant levels of order cancellations, delays and deferrals. In particular, the Company has removed from backlog a significant number of systems
from a single customer because delivery may be deferred beyond one year. Company policy requires that orders with delivery dates beyond one year be excluded from reportable backlog.

The
Company expects that sales to a relatively few customers will continue to account for a high percentage of its net sales in the foreseeable future and believes that the Company's
financial results depend in significant part upon the success of these major customers and the Company's ability to meet their future capital equipment needs. Although the composition of the group
comprising the Company's largest customers may vary from period to period, the loss of a significant customer or any reduction in orders by any significant customer, including reductions due to
market, economic or competitive conditions in the semiconductor, semiconductor packaging or nanotechnology industries or in the industries that manufacture products utilizing integrated circuits, thin
film heads or other nanotechnology components, may have a material adverse effect on the Company's business, financial condition and results of operations. The Company's ability to maintain or
increase its sales in the future depends, in part, on its ability to obtain orders from new customers as well as the financial condition and success of its existing customers, the semiconductor and
nanotechnology industries and the economy in general.

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In
addition to the business risks associated with dependence on major customers, these significant customer concentrations have in the past resulted in significant concentrations of
accounts receivable.
These significant and concentrated receivables expose the Company to additional risks, including the risk of default by one or more customers representing a significant portion of the Company's total
receivables. If the Company were required to take additional accounts receivable reserves, its business, financial condition and results of operations would be materially adversely affected.

Sales
of the Company's systems depend, in significant part, upon the decision of a prospective customer to increase manufacturing capacity or to restructure current manufacturing
facilities, either of which typically involves a significant commitment of capital. Many of the Company's customers have cancelled the development of new manufacturing facilities and have
substantially reduced their capital equipment budgets. In view of the significant investment involved in a system purchase, the Company has experienced and may continue to experience delays following
initial qualification of the Company's systems as a result of delays in a customer's approval process. Additionally, the Company is presently receiving orders for systems that have lengthy delivery
schedules, which may be due to longer production lead times or a result of customers' capacity scheduling requirements. In order to maintain or exceed the Company's present level of net sales, the
Company is dependent upon obtaining orders for systems that will ship and be accepted in the current period. There can be no assurance that the Company will be able to obtain those orders. For these
and other reasons, the Company's systems typically have a lengthy sales cycle during which the Company may expend substantial funds and management effort in securing a sale. Lengthy sales cycles
subject the Company to a number of significant risks, including inventory obsolescence and fluctuations in operating results, over which the Company has little or no control.

Backlog

The Company schedules production of its systems based upon order backlog, informal customer commitments and general economic forecasts for its targeted markets.
The Company includes in its backlog all customer orders for its systems for which it has accepted purchase orders and assigned shipment dates within one year, as well as all orders for service, spare
parts and upgrades. All orders are subject to cancellation or rescheduling by the customer with limited or no penalties. Because of changes in system delivery schedules, cancellations of orders and
potential delays in system shipments, the Company's backlog at any particular date may not necessarily be representative of actual sales for any succeeding period. As of December 31, 2002 and
2001, the Company's backlog was approximately $50.4 million and $58.4 million, respectively, including $10.5 million and $6.0 million, respectively, of products shipped but
not yet installed and accepted.

The
Company believes that demand for semiconductors and semiconductor equipment is currently experiencing a severe downturn. As a result, the Company may continue to experience lower
order booking rates in the near term and may experience an increased incidence of order deferrals, rescheduling and cancellations. Fewer net bookings would result in lower net sales and gross margin,
which would materially adversely impact the Company's business and results of operations.

Employees

At December 31, 2002, the Company had approximately 299 full-time employees, including 55 engaged in research, development, and engineering, 34
in sales and marketing, 93 in customer service and support, 69 in manufacturing and 48 in general administration and finance. The Company believes any future success, should it occur, would depend, in
large part, on its ability to attract and retain highly skilled employees. None of the employees of the Company is covered by a collective bargaining agreement. The Company considers its relationships
with its employees to be good.

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Additional Risk Factors

In addition to risks described in the foregoing discussions under "Business," including but not limited to those under "Products," "Research, Development and
Engineering," "Sales and Service," "Manufacturing," "Competition," "Intellectual Property Rights," "Environmental Regulations," "Customers, Applications and Markets," "Backlog," and "Employees," the
following risks apply to the Company and its business:

Cyclicality of Semiconductor, Semiconductor Packaging and Thin Film Head IndustriesThe Company's business depends in
significant part upon capital expenditures by manufacturers of semiconductors, bumped semiconductors and nanotechnology components, including thin film head magnetic recording devices, which in turn
depend upon the current and anticipated market demand for such devices and products utilizing such devices. The semiconductor industry historically has been highly cyclical and has experienced
recurring periods of oversupply. This has, from time to time, resulted in significantly reduced demand for capital equipment including the systems manufactured and marketed by the Company. The
semiconductor industry, which includes the semiconductor-packaging sector, is presently experiencing a severe downturn. The Company also believes that markets for new generations of semiconductors and
semiconductor packaging will also be subject to similar fluctuations. The Company's business and operating results would be materially adversely affected by continued downturns or slowdowns in the
semiconductor packaging market or by loss of market share. Accordingly, the Company can give no assurance that it will be able to achieve or maintain its current or prior level of sales.

The
Company attempts to mitigate the risk of cyclicality by participating in multiple markets including semiconductor, semiconductor packaging, thin film head and other nanotechnology
sectors, as well as diversifying into new markets such as photolithography for optical networking (a nanotechnology application). Despite such efforts, when one or more of such markets experiences a
downturn or a situation of excess capacity, such as is presently occurring in the semiconductor, semiconductor packaging, optical networking and thin film head markets, the Company's net sales and
operating results are materially adversely affected.

During
2002, 2001 and 2000, approximately 20%, 33% and 18%, respectively, of the Company's net sales were derived from sales to nanotechnology manufacturers, including micro systems, TFH
and optical networking device manufacturers.

Development of New Product Lines; Expansion of OperationsCurrently, the Company is devoting significant resources to the
development, introduction and commercialization of its Verdant laser thermal processing systems and to enhancements of its Saturn Spectrum 3e and Saturn
Spectrum 300e2 wafer steppers and related platforms. The Company intends to continue to develop these products and technologies during 2003, and will continue to incur significant
operating expenses in the areas of research, development and engineering, manufacturing and general and administrative costs in order to further develop, produce and support these new products.
Additionally, gross profit margins and inventory levels may be further adversely impacted in the future by costs associated with the initial production of its Verdant laser thermal processing systems
and by future generations of its 1X lithography systems. These costs include, but are not limited to, additional manufacturing overhead, additional inventory write-offs, costs of
demonstration systems and facilities, costs associated with managing multiple sites and the establishment of additional after-sales support organizations. Additionally, there can be no assurance that
operating expenses will not increase, relative to sales, as a result of adding additional marketing and administrative personnel, among other costs, to support the Company's new products. If the
Company is unable to achieve significantly increased net sales or if its sales fall below expectations, the Company's operating results will be materially adversely affected.

The
Company's ability to commercialize its laser annealing, or laser thermal processing technologies, depends on its ability to demonstrate a manufacturing-worthy tool. The Company does

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not presently have in-house capability to fabricate devices. As a result, the Company must rely on partnering with companies to develop the anneal process. The development of new process
technologies is largely dependant upon the Company's ability to interest potential customers in working on joint process development. The Company's ability to deliver timely solutions is also limited
by wafer turnaround at the potential customer's fabrication facility.

Rapid Technological Change; Importance of Timely Product IntroductionThe semiconductor and nanotechnology manufacturing
industries are subject to rapid technological change and new product introductions and enhancements. The Company's ability to be competitive in these and other markets will depend, in part, upon its
ability to develop new and enhanced systems and related software tools, and to introduce these systems and related software tools at competitive prices and on a timely and cost-effective
basis to enable customers to integrate them into their operations either prior to or as they begin volume product manufacturing. The Company will also be required to enhance the performance of its
existing systems and related software tools. Any success of the Company in developing new and enhanced systems and related software tools depends upon a variety of factors, including product
selection, timely and efficient completion of product design, timely and efficient implementation of manufacturing and assembly processes, product performance in the field and effective sales and
marketing. Because new product development commitments must be made well in advance of sales, new product decisions must anticipate both future demand and the technology that will be available to
supply that demand. There can be no assurance that the Company will be successful in selecting,
developing, manufacturing or marketing new products and related software tools or enhancing its existing products and related software tools. Any such failure would materially adversely affect the
Company's business, financial condition and results of operations.

Because
of the large number of components in the Company's systems, significant delays can occur between a system's introduction and the commencement by the Company of volume production
of such systems. The Company has experienced delays from time to time in the introduction of, and technical and manufacturing difficulties with, certain of its systems and enhancements and related
software tools and may experience delays and technical and manufacturing difficulties in future introductions or volume production of new systems or enhancements and related software tools.

The
Company may encounter additional technical, manufacturing or other difficulties that could further delay future introductions or volume production of systems or enhancements. The
Company's inability to complete the development or meet the technical specifications of any of its systems or enhancements and related software tools, or its inability to manufacture and ship these
systems or enhancements and related software tools in volume and in time to meet the requirements for manufacturing the future generation of semiconductor or nanotechnology devices would materially
adversely affect the Company's business, financial condition and results of operations. In addition, the Company may incur substantial unanticipated costs to ensure the functionality and reliability
of its products early in the products' life cycles. If new products have reliability or quality problems, reduced orders or higher manufacturing costs, delays in collecting accounts receivable and
additional service and warranty expenses may result. Any of such events may materially adversely affect the Company's business, financial condition and results of operations.

Sole or Limited Sources of SupplyThe Company relies heavily on outside suppliers and subcontractors to manufacture certain
components and subassemblies in an attempt to maximize the Company's available manufacturing capacity. The Company orders one of the most critical components of its technology, the glass for its
1X lenses, from suppliers on purchase orders. The Company designs the 1X lenses and provides the lens specifications to other suppliers that grind the lens elements. The Company then
assembles and tests the optical 1X lenses in its metrology laboratory. The Company has recorded the critical parameters of each of its optical lenses sold since 1982, and believes that such
information enables it to supply lenses to its customers that match the characteristics of its customers' existing lenses.

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In
addition to glass, the Company procures many of its other critical systems' components, subassemblies and services from single outside suppliers or a limited group of outside
suppliers in order to ensure overall quality and timeliness of delivery. Many of these components and subassemblies have significant production lead times. To date, the Company has been able to obtain
adequate services and supplies of components and subassemblies for its systems in a timely manner. However, disruption or termination of certain of these sources could result in a significant adverse
impact on the Company's ability to manufacture its systems. This, in turn, would have a material adverse effect on the Company's business, financial condition and results of operations. The Company's
reliance on sole or a limited
group of suppliers and the Company's increasing reliance on subcontractors involve several risks, including a potential inability to obtain an adequate supply of required components due to the
suppliers' failure or inability to provide such components in a timely manner, or at all, and reduced control over pricing. Although the timeliness, yield and quality of deliveries to date from the
Company's subcontractors have been acceptable, manufacture of certain of these components and subassemblies is an extremely complex process, and long lead-times are required. Any inability
to obtain adequate deliveries or any other circumstance that would require the Company to seek alternative sources of supply or to manufacture such components internally could delay the Company's
ability to ship its products, which could damage relationships with current and prospective customers and have a material adverse effect on the Company's business, financial condition and results of
operations.

International SalesInternational net sales accounted for approximately 48%, 51% and 54% of total net sales for the years
2002, 2001 and 2000, respectively. The Company anticipates that international sales, which typically have lower gross margins than domestic sales, principally due to increased competition and higher
field service and support costs, will continue to account for a significant portion of total net sales. As a result, a significant portion of the Company's net sales will continue to be subject to
certain risks, including dependence on outside sales representative organizations; unexpected changes in regulatory requirements; difficulty in satisfying existing regulatory requirements; exchange
rate fluctuations; tariffs and other barriers; political and economic instability; difficulties in accounts receivable collections; natural disasters; difficulties in staffing and managing foreign
subsidiary and branch operations; and potentially adverse tax consequences. Although the Company generally transacts its international sales in U.S. dollars, international sales expose the
Company to a number of additional risk factors, including fluctuations in the value of local currencies relative to the U.S. dollar, which, in turn, impact the relative cost of ownership of the
Company's products and may further impact the purchasing ability of its international customers. However, in Japan, the Company has direct sales operations and orders are often denominated in Japanese
yen. This may subject the Company to a higher degree of risk from currency fluctuations. The Company attempts to mitigate this exposure through the use of foreign exchange contracts. The Company is
also subject to the risks associated with the imposition of legislation and regulations relating to the import or export of semiconductors and nanotechnology products. The Company cannot predict
whether the United States, Japan or any other country will implement changes to quotas, duties, taxes or other charges or restrictions upon the importation or exportation of the Company's products.
These factors, or the adoption of restrictive policies, may have a material adverse effect on the Company's business, financial condition and results of operations.

Dependence on Key PersonnelThe Company's future operating results depend, in significant part, upon the continued
contributions of key personnel, many of whom would be difficult to replace. None of such persons has an employment or non-competition agreement with the Company. The Company does not
maintain any life insurance on any of its key persons. The loss of key personnel could have a material adverse effect on the business, financial condition and results of operations of the Company. In
addition, the Company's future operating results depend in significant part upon its ability to attract and retain other qualified management, manufacturing, technical, sales and support personnel for
its operations. There are only a limited number of persons with the requisite skills to

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serve in these positions and it may become increasingly difficult for the Company to hire such personnel over time. At times, competition for such personnel has been intense, particularly in the San
Francisco Bay Area where the Company maintains its headquarters and principal operations, and there can be no assurance that the Company will be successful in attracting or retaining such personnel.
The
failure to attract or retain such persons would materially adversely affect the Company's business, financial condition and results of operations.

Changes to Financial Accounting Standards May Affect the Company's Reported Results of OperationsThe Company prepares its
financial statements to conform with generally accepted accounting principles, or GAAP. These principles are subject to interpretation by the American Institute of Certified Public Accountants, the
SEC and various bodies formed to interpret and create appropriate accounting policies. A change in those policies can have a significant effect on the Company's reported results and may affect its
reporting of transactions completed before a change is announced.

Accounting
policies affecting many other aspects of our business, including rules relating to employee stock options, restructurings, asset disposals, intangible assets, derivatives,
financial instruments, revenue recognition, in-process research and development charges, have recently been revised or are under review. Changes to those rules or the questioning of
current practices may have a material adverse effect on the Company's reported financial results or on the way it conducts business. In addition, the Company's preparation of financial statements in
accordance with GAAP requires that it make estimates and assumptions that affect the recorded amounts of assets and liabilities, disclosure of those assets and liabilities at the date of the financial
statements and the recorded amounts of expenses during the reporting period. A change in the facts and circumstances surrounding those estimates could result in a change to the Company's estimates and
could impact its future operating results.

In
December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 (SAB 101), entitled "Revenue Recognition in Financial Statements".
Effective January 1, 2000, the Company changed its method of accounting for product sales to recognize such revenues when the contractual obligation for installation has been satisfied, or when
installation is substantially complete, and customer acceptance provisions have lapsed, provided collection of the related receivable is probable. The cumulative effect of the change in accounting
principle includes system revenue, cost of sales and certain expenses, including warranty and commission expenses, which were recognized when both installation and customer acceptance provisions were
satisfied, subsequent to January 1, 2000. The cumulative effect of this change in accounting principle, $18.9 million (or $0.89 per share, basic and diluted), was reported as a charge to
operations in the quarter ended March 31, 2000.

Effects of Certain Anti-Takeover ProvisionsCertain provisions of the Company's Certificate of Incorporation,
equity incentive plans, Shareholder Rights Plan, licensing agreements, Bylaws and Delaware law may discourage certain transactions involving a change in control of the Company. In addition to the
foregoing, the Company's classified board of directors, the shareholdings of the Company's officers, directors and persons or entities that may be deemed affiliates and the ability of the Board of
Directors to issue "blank check" preferred stock without further stockholder approval could have the effect of delaying, deferring or preventing a change in control of the Company and may adversely
affect the voting and other rights of holders of Common Stock.

Volatility of Stock Price and Dilutive Impact of Employee Stock OptionsThe Company believes that factors such as
announcements of developments related to the Company's business, fluctuations in the Company's operating results, a shortfall in revenue or earnings, changes in analysts' expectations,
general conditions in the semiconductor and nanotechnology industries or the worldwide or regional economies, sales of securities of the Company into the marketplace, an outbreak or escalation of
hostilities, announcements of technological innovations or new products or enhancements by the

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Company or its competitors, developments in patents or other intellectual property rights and developments in the Company's relationships with its customers and suppliers could cause the price of the
Company's Common Stock to fluctuate, perhaps substantially. The market price of the Company's Common Stock may continue to experience significant fluctuations in the future, including fluctuations
that may be unrelated to the Company's performance.

As
of March 3, 2003, the Company had approximately 5.2 million stock options outstanding. Among other determinants, the market price of the Company's stock has a major
bearing on the number of stock options outstanding that are included in the weighted-average shares used in determining the Company's net income (loss) per share. During periods of extreme volatility,
the impact of higher stock prices can have a materially dilutive effect on the Company's net income (loss) per share (diluted). Additionally, options are excluded from the calculation of net income
(loss) per share when the Company has a net loss or when the exercise price of the stock option is greater than the average market price of the Company's Common Stock, as the impact of the stock
options would be anti-dilutive.

Terrorist Attacks and Threats, and Government Responses Thereto, May Negatively Impact All Aspects of Our Operations, Revenues, Costs and Stock
PriceTerrorist attacks in the United States and elsewhere, and government responses thereto, may disrupt our operations or those of our customers and suppliers
and may affect the availability of materials needed to manufacture our products or the means to transport those materials to manufacturing facilities and finished products to customers. In addition,
any of these events could increase volatility in the United States and world financial markets which may depress the price of the Company's Common Stock and may limit the capital resources available
to the Company or its customers or suppliers, which could result in decreased orders from customers, less favorable financing terms from suppliers, and scarcity or increased costs of materials and
components of our products. Any of these occurrences could have a significant impact on our operating results, revenues and costs and may result in increased volatility of the market price of our
Common Stock.

Information Available on Company Web-site

The Company's web-site is located at www.ultratech.com. The Company makes available, free of charge, through its
web-site, its annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (and amendments to those
reports), as soon as reasonably practicable after such reports are filed with the SEC.

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ITEM 2.PROPERTIES

The Company maintains its headquarters and manufacturing operations in San Jose, California in two leased facilities, totaling approximately 177,000 square
feet, which contain general administration and finance, marketing and sales, customer service and support, manufacturing and research, development, and engineering. The leases for these facilities
expire at various dates from March 2010 to January 2011. The Company also leases two sales and support offices in the United States in Woburn, Massachusetts and Austin, Texas under
leases with terms expiring between 11 months and three years from December 31, 2002. The Company maintains offices outside the United States in Taiwan, the Philippines, Japan, Korea,
France, Germany and the United Kingdom, with terms expiring between one month and thirteen years from December 31, 2002. The Company believes that its existing facilities will be adequate to
meet its currently anticipated requirements and that suitable additional or substitute space will be available as needed.

ITEM 3.LEGAL PROCEEDINGS

On February 29, 2000, in the U.S. District Court of Virginia, the Company filed patent infringement lawsuits against Nikon, Canon and ASML. In
April 2000, the Company reached a settlement with Nikon and in September 2001, the Company reached a settlement with Canon. The patent litigation case against ASML is ongoing. The court
has made a preliminary determination that ASML does not infringe the patent. The Company intends to appeal this preliminary determination of the court. On October 12, 2001, the Company was sued
in the District Court in Massachusetts for alleged infringement of certain patents owned by Silicon Valley Group, Inc. ("SVG"), a company acquired by ASML. The Company is in the process of
defending against this claim and believes the claim is without merit.

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth quarter ended December 31, 2002.

Executive Officers of the Registrant

As of December 31, 2002, the executive officers of the Company, who are appointed by and serve at the discretion of the Board of Directors, were as
follows:

|Name                  |  | Age |  | Position with the Company                                                
|--------------------- |  | --- |  | -------------------------------------------------------------------------
|Arthur W. Zafiropoulo |  | 63  |  | Chairman of the Board of Directors, Chief Executive Officer and President
|Bruce R. Wright       |  | 54  |  | Senior Vice President, Finance, Chief Financial Officer and Secretary    
|John E. Denzel        |  | 43  |  | Senior Vice President of Operations                                      
|Erik C. Smith         |  | 39  |  | Senior Vice President of World-wide Sales                                

Mr. Zafiropoulo
founded the Company in September 1992 to acquire certain assets and liabilities of the Ultratech Stepper Division (the "Predecessor") of General Signal
Technology Corporation ("General Signal") and, since March 1993, has served as Chief Executive Officer and Chairman of the Board. Additionally, Mr. Zafiropoulo served as President of the
Company from March 1993 to March 1996 and from May 1997 until April 1999. Mr. Zafiropoulo resumed the position of President in April 2001. Between
September 1990 and March 1993, he was President of the Predecessor. From February 1989 to September 1990, Mr. Zafiropoulo was President of General Signal's
Semiconductor Equipment Group International, a semiconductor equipment company. From August 1980 to February 1989, Mr. Zafiropoulo was President and Chief Executive Officer of
Drytek, Inc., a plasma

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dry-etch company that he founded in August 1980, and which was later sold to General Signal in 1986. From July 1987 to September 1989, Mr. Zafiropoulo was also
President of Kayex, a semiconductor equipment manufacturer, which was a unit of General Signal. From July 2001 to July 2002, Mr. Zafiropoulo served as Vice Chairman of SEMI
(Semiconductor Equipment and Materials International), an international trade association representing the semiconductor, flat panel display equipment and materials industry. From July 2002,
Mr. Zafiropoulo has served as Chairman of SEMI; and Mr. Zafiropoulo has been on the Board of Directors of SEMI since July 1995. In addition,
Mr. Zafiropoulo also serves on the Board of Directors of Advanced Energy Industries, Inc., a leading manufacturer of power conversion and control systems.

Mr. Wright
has served as Senior Vice President, Finance, Chief Financial Officer and Secretary since joining the Company on June 1, 1999. From May 1997 to
May 1999, Mr. Wright served as Executive Vice President, Finance and Chief Financial Officer of Spectrian Corporation, a radio frequency (RF) amplifier company. From November 1994
through May 1997, Mr. Wright was Senior Vice President of Finance and Administration, and Chief Financial Officer of Tencor Instruments until its acquisition by KLA Instruments
Corporation in 1997, which formed KLA-Tencor Corporation, and from December 1991 through October 1994, Mr. Wright was Vice President and Chief Financial Officer of
Tencor Instruments.

Mr. Denzel
has served as Senior Vice President, Operations since January 2002. From December 1999 to December 2001, Mr. Denzel served as Vice President
of Operations responsible for all Engineering and Manufacturing activities. From July 1996 to November 1999, Mr. Denzel served as the Vice President of Manufacturing. Prior to
joining the Company, Mr. Denzel was Vice President at Trend Plastics Inc. from 1995 to 1996, responsible for Finance, Sales, Marketing, Human Resources and Information Systems. From 1993
to 1995, Mr. Denzel was the Director of Technology at the Jc-I-T Institute of Technology. Prior to that, Mr. Denzel worked in various positions at
Watkins-Johnson Company, a semiconductor equipment, electronics and environmental services company.

Mr. Smith
has served as Senior Vice President, Worldwide Sales since September 2001. From January 2000 to September 2001, Mr. Smith served as Vice
President of Worldwide Sales. From March 1999 to December 1999, Mr. Smith served as Director of Marketing, and from August 1997 to February 1999, he served as
Director of International Marketing. From June 1997 to July 1997, Mr. Smith was the Director of International Business Development. From July 1992 to May 1997,
Mr. Smith served as Director of Operations for the Company's Japan and Korea offices.

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PART II

ITEM 5.MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The
following table sets forth, for the periods indicated, the range of high and low sale prices of the Company's Common Stock, as reported by the National Association of Securities
Dealers, Inc.'s Automated Quotation System:

|Fiscal 2002Fiscal Quarter Ended |  | March 31 |         | June 30 |   | September 30 |  | December 31
|-------------------------------- |  | -------- | ------- | ------- | - | ------------ |  | -----------
|Market Price: (1) High           |  | $        | 20.8700 |         | $ | 21.3900      |  | $          
|Low                              |  | $        | 13.7500 |         | $ | 13.3900      |  | $          

|Fiscal 2001Fiscal Quarter Ended |  | March 31 |         | June 30 |   | September 30 |  | December 31
|-------------------------------- |  | -------- | ------- | ------- | - | ------------ |  | -----------
|Market Price: (1) High           |  | $        | 39.3750 |         | $ | 35.0000      |  | $          
|Low                              |  | $        | 20.0000 |         | $ | 18.0300      |  | $          

The
Company's Common Stock is traded on the Nasdaq National Market® system under the symbol UTEK. The market prices per share represent the highest and lowest sale prices for
the Company's Common Stock on the Nasdaq National Market during each fiscal quarter. As of March 17, 2003, the Company had approximately 346 stockholders of record.

The
Company's fiscal quarters in 2002 ended on March 30, 2002, June 29, 2002, September 28, 2002 and December 31, 2002, and the Company's fiscal quarters in
2001 ended on March 31, 2001, June 30, 2001, September 29, 2001 and December 31, 2001, respectively. For convenience of presentation, the Company's 2002 fiscal quarters
have been shown as ending on March 31, 2002, June 30, 2002, September 30, 2002 and December 31, 2002, and the Company's 2001 fiscal quarters have been shown as ending on
March 31, 2001, June 30, 2001, September 30, 2001 and December 31, 2001.

The
Company has not paid cash dividends on its Common Stock since inception, and its Board of Directors presently plans to reinvest the Company's earnings in its business. Accordingly,
it is anticipated that no cash dividends will be paid to holders of Common Stock in the foreseeable future.

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ITEM 6.SELECTED FINANCIAL DATA

|In thousands, except per share data                                                                         |  | 2002(d) |         | 2001(c) |   | 2000(b) |    | 1999 |         | 1998(a) |  
|----------------------------------------------------------------------------------------------------------- |  | ------- | ------- | ------- | - | ------- | -- | ---- | ------- | ------- | -
|Operations:                                                                                                 |  |         |         |         |   |         |    |      |         |         |  
|Net sales                                                                                                   |  | $       | 68,506  |         | $ | 130,680 |    | $    | 146,655 |         | $
|Gross profit (loss)                                                                                         |  |         | 14,850  |         |   | 44,781  |    |      | 57,667  |         |  
|Gross profit (loss) as a percentage of net sales                                                            |  |         | 22      | %       |   | 34      | %  |      | 39      | %       |  
|Operating income (loss)                                                                                     |  | $       | (36,506 | )       | $ | (24,465 | )  | $    | (11,171 | )       | $
|Income (loss) before income taxes (benefit) and cumulative effect of a change in accounting principle       |  |         | (30,248 | )       |   | (16,806 | )  |      | 12,159  |         |  
|Pre-tax income (loss) as a percentage of net sales                                                          |  |         | (44     | )%      |   | (13     | )% |      | 8       | %       |  
|Income taxes (benefit)                                                                                      |  | $       | (4,866  | )       | $ | 1,038   |    | $    | 2,433   |         | $
|Income (loss) before cumulative effect of a change in accounting principle                                  |  |         | (25,382 | )       |   | (17,844 | )  |      | 9,726   |         |  
|Cumulative effect on prior years of SAB 101 "Revenue Recognition in Financial Statements"                   |  |         |        |         |   |        |    |      | (18,883 | )       |  
|Net income (loss)                                                                                           |  |         | (25,382 | )       |   | (17,844 | )  |      | (9,157  | )       |  
|Income (loss) before cumulative effect of a change in accounting principle per sharebasic                  |  | $       | (1.12   | )       | $ | (0.81   | )  | $    | 0.46    |         | $
|Cumulative effect on prior years of SAB 101 "Revenue Recognition in Financial Statements" per sharebasic   |  | $       | 0.00    |         | $ | 0.00    |    | $    | (0.89   | )       | $
|Net income (loss) per sharebasic                                                                           |  | $       | (1.12   | )       | $ | (0.81   | )  | $    | (0.43   | )       | $
|Number of shares used in per share computationbasic                                                        |  |         | 22,586  |         |   | 22,143  |    |      | 21,236  |         |  
|Income (loss) before cumulative effect of a change in accounting principle per sharediluted                |  | $       | (1.12   | )       | $ | (0.81   | )  | $    | 0.46    |         | $
|Cumulative effect on prior years of SAB 101 "Revenue Recognition in Financial Statements" per sharediluted |  | $       | 0.00    |         | $ | 0.00    |    | $    | (0.89   | )       | $
|Net income (loss) per sharediluted                                                                         |  | $       | (1.12   | )       | $ | (0.81   | )  | $    | (0.43   | )       | $
|Number of shares used in per share computationdiluted                                                      |  |         | 22,586  |         |   | 22,143  |    |      | 21,236  |         |  
|Balance sheet:                                                                                              |  |         |         |         |   |         |    |      |         |         |  
|Cash, cash equivalents and short-term investments                                                           |  | $       | 157,529 |         | $ | 169,154 |    | $    | 163,681 |         | $
|Working capital                                                                                             |  |         | 152,160 |         |   | 162,826 |    |      | 151,434 |         |  
|Total assets                                                                                                |  |         | 222,366 |         |   | 243,419 |    |      | 264,069 |         |  
|Long-term obligations, less current portion                                                                 |  |         |        |         |   |        |    |      |        |         |  
|Stockholders' equity                                                                                        |  |         | 171,754 |         |   | 195,281 |    |      | 194,257 |         |  
|Other data:                                                                                                 |  |         |         |         |   |         |    |      |         |         |  
|Return on average equity                                                                                    |  |         | (14     | )%      |   | (9      | )% |      | (5      | )%      |  
|Book value per common share outstanding                                                                     |  | $       | 7.59    |         | $ | 8.70    |    | $    | 9.13    |         | $
|Current ratio                                                                                               |  |         | 4.29    |         |   | 4.39    |    |      | 3.18    |         |  
|Long term debt to equity ratio                                                                              |  |         | 0.00    |         |   | 0.00    |    |      | 0.00    |         |  
|Capital expenditures                                                                                        |  | $       | 4,800   |         | $ | 5,389   |    | $    | 18,439  |         | $
|Income tax (benefit) as percentage of pre-tax income (loss)                                                 |  |         | 16      | %       |   | (6      | )% |      | N/C     |         |  

21

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Quarterly Data

|Unaudited, in thousands, except per share data         |  | 1st |        | 2nd |   | 3rd    |   | 4th |        
|------------------------------------------------------ |  | --- | ------ | --- | - | ------ | - | --- | -------
|2002 (f)                                               |  |     |        |     |   |        |   |     |        
|Net sales                                              |  | $   | 19,785 |     | $ | 20,709 |   | $   | 7,290  
|Gross profit (loss)                                    |  |     | 7,932  |     |   | 7,342  |   |     | (7,734 
|Operating loss                                         |  |     | (4,072 | )   |   | (4,480 | ) |     | (23,967
|Net loss                                               |  |     | (2,422 | )   |   | (1,659 | ) |     | (18,867
|Net loss per sharebasic                               |  | $   | (0.11  | )   | $ | (0.07  | ) | $   | (0.83  
|Number of shares used in per share computationbasic   |  |     | 22,485 |     |   | 22,574 |   |     | 22,609 
|Net loss per sharediluted                             |  | $   | (0.11  | )   | $ | (0.07  | ) | $   | (0.83  
|Number of shares used in per share computationdiluted |  |     | 22,485 |     |   | 22,574 |   |     | 22,609 
|2001 (e)                                               |  |     |        |     |   |        |   |     |        
|Net sales                                              |  | $   | 44,165 |     | $ | 40,659 |   | $   | 24,349 
|Gross profit (loss)                                    |  |     | 21,173 |     |   | 17,643 |   |     | (2,556 
|Operating income (loss)                                |  |     | 4,146  |     |   | 3,155  |   |     | (27,680
|Net income (loss)                                      |  |     | 5,644  |     |   | 4,955  |   |     | (26,025
|Net income (loss) per sharebasic                      |  | $   | 0.26   |     | $ | 0.22   |   | $   | (1.17  
|Number of shares used in per share computationbasic   |  |     | 21,715 |     |   | 22,118 |   |     | 22,296 
|Net income (loss) per sharediluted                    |  | $   | 0.25   |     | $ | 0.22   |   | $   | (1.17  
|Number of shares used in per share computationdiluted |  |     | 22,961 |     |   | 22,919 |   |     | 22,296 

---

22

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ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Certain of the statements contained in this report may be considered forward-looking statements under Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties, such as cyclicality in the nanotechnology and semiconductor industries,
delays, deferrals and cancellations of orders by customers, customer concentration, dependence on new product introductions and commercial success of any new products, integration and development of
the Verdant operations, pricing pressures, competition, lengthy sales cycles for the Company's systems, ability to volume produce systems and meet customer requirements, the mix of products sold, sole
or limited sources of supply, international sales, manufacturing inefficiencies and absorption levels, risks associated with introducing new technologies, inventory obsolescence, economic and
political conditions worldwide, delays in collecting accounts receivable, extended payment terms, changes in technologies, and any adverse effects of worldwide terrorist attacks on the economy in
general or our business in particular.

Due
to these and additional factors, certain statements, historical results and percentage relationships discussed below are not necessarily indicative of the results of operations for
any future period.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires the Company to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the consolidated financial
statements. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty. On an on-going basis, the Company evaluates its estimates, including those
related to inventories, warranty obligations, purchase order commitments, bad debts, income taxes, intangible assets, restructuring and contingencies and litigation.
Management bases its estimates and judgments on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or
conditions.

The
Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. The
Company has reviewed these policies with its Audit Committee.

Revenue Recognition

The Company recognizes product revenue when the contractual obligation for installation (if any) has been satisfied, or installation is substantially complete,
and/or customer acceptance provisions have lapsed, provided collections of the related receivable are probable. In the event of a delay in the installation of our products caused by the customer, we
may seek acceptance of the system and warranty commencement after shipment and transfer of title, but prior to completion of installation. Revenue recorded as a result of these customer acceptances is
reduced by an amount representing the fair-value of installation services. In these instances, revenue is recorded only if the product has met product specifications prior to shipment and
management deems that no significant uncertainties as to product performance exist. Costs incurred for shipping and handling are included in cost of sales.

23

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Revenue
from spare parts sales is generally recognized upon shipment. Deferred income related to service revenue is recognized ratably over the life of the related service contract.
Deferred income relative to the Company's licensing activities is recognized over the estimated useful life of the licensed technologies, or the contract period of any technology transfer support
arrangements.

Inventories and Purchase Order Commitments

The Company estimates and reserves for the effects on inventory and purchase order commitments of obsolescence and unrealizable carrying values based upon
estimates of future demand for its products and market conditions. With the exception of certain long lead-time items, principally optical components, the Company presently records
reserves for inventories and purchase order commitments in excess of 18 months of production demand. Due to the cyclical nature of the Company's business, during periods of peak demand, the
Company has shortened this production outlook to 12 months of production demand. Had the Company used a 12-month production demand horizon as of December 31, 2002, additional
inventory and purchase order commitment reserves of $0.8 million would be required.
Should actual production demand differ from management's estimates, revisions to inventory write-downs and purchase order commitment reserves would be required.

Warranty Obligations

The Company provides for the estimated cost of its product warranties at the time revenue is recognized. The Company's warranty obligation is affected by product
failure rates, material usage rates and the efficiency by which the product failure is corrected. Should actual product failure rates, material usage rates and labor efficiencies differ from the
Company's estimates, revisions to the estimated warranty liability would be required.

Bad Debt

The Company maintains an allowance for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of the
Company's customers were to deteriorate, or even a single customer was otherwise unable to make payments, additional allowances may be required. The average selling price of the Company's systems is
in excess of $1.5 million. Accordingly, a single customer default could have a material adverse effect on the Company's results of operations.

Deferred Taxes

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. Based on the uncertainty of
future pre-tax income, the Company has presently fully reserved its deferred tax assets. In the event the Company was to determine that it would be able to realize its deferred tax assets
in the future, an adjustment to the deferred tax asset valuation reserve would increase income in the period such determination was made.

RESULTS OF OPERATIONS

Factors that have caused results to fluctuate significantly in the past and most likely will continue to significantly impact results in the future, and could
cause actual results to differ materially, include the following: cyclicality in the Company's served markets, including the current severe downturn in the semiconductor and nanotechnology industries;
delays, deferrals and cancellations of orders by customers; customer concentration; high degree of industry competition; market acceptance of new products and enhanced versions of the Company's
existing products; lengthy and costly development cycles for advanced lithography and laser thermal processing technologies and applications; integration and development of Verdant operations; mix of
products sold; timing of new product announcements

24

---

and releases by the Company or its competitors; expiration of technology support and licensing arrangements, and the resulting adverse impact on the Company's licensing revenues; product discounts;
changes in pricing by the Company, its competitors or suppliers; timing and degree of success of technologies licensed to outside parties; product concentration and lack of product revenue
diversification; outcome of litigation; lengthy sales and manufacturing cycles and the pattern of capital spending by customers, including the timing of system acceptances; inventory obsolescence;
manufacturing inefficiencies and the ability to volume produce systems; the ability and resulting costs to attract or retain sufficient personnel to achieve the Company's targets for a particular
period; dilutive effect of employee stock option grants on net income per share, which is largely dependent upon the Company attaining profitability and the market price of the Company's stock; sole
or limited sources of supply; international sales; rapid technological change and the importance of timely product introductions; future acquisitions; changes to financial accounting standards;
intellectual property matters; environmental regulations; any adverse effects of worldwide terrorist attacks on the economy in general or on our business in particular; political and economic
instability throughout the world; business interruptions due to natural disasters or utility failures; and regulatory changes; and the other risk factors listed in this filing and other Company
filings with the SEC. The Company undertakes no obligation to update any of its disclosures to reflect such future events.

The
Company derives a substantial portion of its total net sales from sales of a relatively small number of newly manufactured systems, which typically range in price from $900,000 to
$3.6 million for the Company's 1X steppers. As a result of these high sale prices, the timing and recognition of revenue from a single transaction has had and most likely will continue to have
a significant impact on the Company's net sales and operating results for any particular period.

The
Company's backlog at the beginning of a period typically does not include all of the sales needed to achieve the Company's sales objectives for that period. In addition, orders in
backlog are subject to cancellation, shipment or customer acceptance delays, and deferral or rescheduling by a customer with limited or no penalties. Consequently, the Company's net sales and
operating results for a period have been and will continue to be dependent upon the Company obtaining orders for systems to be shipped and accepted in the same period in which the order is received.
The Company's business and financial results for a particular period could be materially adversely affected if an anticipated order for even one system is not received in time to permit shipment and
customer acceptance during that period. Furthermore, a substantial portion of the Company's shipments has historically been realized near the end of each quarter. Delays in installation and customer
acceptance due, for example, to the inability of the Company to successfully demonstrate the agreed-upon specifications or criteria at the customer's facility, or to the failure of the
customer to permit installation of the system in the agreed upon time, may cause net sales in a particular period to fall significantly below the Company's expectations, which may materially adversely
affect the Company's operating results for that period. Additionally, the failure to receive anticipated orders or delays in shipments due, for example, to rescheduling, delays, deferrals or
cancellations by customers, additional customer configuration requirements, or to unexpected manufacturing difficulties or delays in deliveries by suppliers due to their long production lead times or
otherwise, have caused and may continue to cause net sales in a particular period to fall significantly below the Company's expectations, materially adversely affecting the Company's operating results
for that period. In particular, the long manufacturing cycles of the Company's Saturn Spectrum family of wafer steppers, laser thermal processing systems and the long lead time for lenses and other
materials, could cause shipments of such products to be delayed from one quarter to the next, which
could materially adversely affect the Company's financial condition and results of operations for a particular quarter.

Additionally,
the need for continued expenditures for research and development, capital equipment, ongoing training and worldwide customer service and support, among other factors, will

25

---

make it difficult for the Company to reduce its operating expenses in a particular period if the Company fails to achieve its net sales goals for the period.

The
Company experienced weakness in its business during the three-month period ended September 30, 2002, as system revenue levels were significantly below that of the preceding
and successive periods. The Company believes this weakness may have been seasonal. The Company's present sales goal for the three-month period ending September 30, 2003 requires that a
substantial number of new system orders, with near-term delivery dates, be obtained. The Company's business has, in prior years, been subject to seasonality, although the Company believes
such seasonality had been masked in more recent years by strong cyclical trends within the semiconductor and nanotechnology industries.

Net sales

2002 vs. 2001

Net sales consist of revenues from system sales, spare parts sales, service and licensing of technologies. For the year ended December 31, 2002, net sales
were $68.5 million, a decline of 48% as compared with $130.7 million for the year ended December 31, 2001. System sales decreased 51%, to $44.2 million, on a unit volume
decline of 58%. Excluding reduction lithography systems, which have been discontinued by the Company, system sales decreased 52% to $37.4 million, on a unit volume decline of 55%. The
weighted-average selling prices of systems sold, exclusive of reduction systems, declined 13%, due primarily to a higher proportion of refurbished systems sold in 2002 and generally weaker market
conditions. In 2002, refurbished systems accounted for approximately 45% of units sold. Geographically, the decline in unit volumes was attributable to 40% or greater declines in all regions the
Company serves, with the steepest decline (78%) occurring in Europe. On a market segment basis, the decline in unit volumes was primarily attributable to a lack of demand from nanotechnology and
semiconductor customers.

Spare
part sales decreased 37%, to $8.2 million, primarily as a result of decreased utilization of plant capacity within the semiconductor industry and certain system upgrades
that occurred in 2001.

Revenues
from services declined 24%, to $10.9 million, primarily as a result of decreased utilization of plant capacity within the semiconductor industry.

Revenues
from licensing and licensing support arrangements declined to $5.2 million, as compared with $12.7 in 2001, as a result of a large technology support agreement that
expired in February 2002. The Company presently anticipates that revenues from licensing and licensing support arrangements will remain at approximately $0.9 million per quarter for
2003.

At
December 31, 2002, the Company had approximately $10.5 million of deferred revenue resulting from products shipped but not yet installed and accepted, as compared with
$6.0 million at December 31, 2001. This resulted in a net increase in deferred product and services income of approximately $2.7 million. During 2002, deferred license income
decreased by $5.2 million, to $8.5 million, as a result of amortization of proceeds received in prior periods. Amortization of license income results in current period license revenue.
Deferred income related to the Company's products is recognized upon satisfying the contractual obligations for installation and/or customer acceptance. Deferred income related to service revenue is
recognized over the life of the related service contract. Deferred income relative to the Company's licensing activities is recognized over the estimated useful life of the licensed technologies, or
the period of any technology transfer support arrangements.

On
a product market application basis, system sales to the semiconductor industry were $36.8 million for the year ended December 31, 2002, a decrease of 36% as compared
with system sales of $57.2 million in 2001. System sales to the semiconductor industry included $6.8 million and $12.7 million of reduction stepper systems for the years ended
December 31, 2002 and 2001,

26

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respectively; including a single system sale of $6.7 million for the quarter ended December 31, 2002. This decline was primarily attributable to the severely depressed economic
environment in the semiconductor industry in particular, and the economy as a whole. The Company discontinued its XLS reduction stepper platform in September 2001 and has since suspended
development of its advanced reduction lithography systems. System sales to the nanotechnology market were $7.4 million for the year ended December 31, 2002, a decrease of 78% as compared
with sales of $33.4 million in 2001, primarily as a result of lower demand from microsystems and optical networking customers.

For
the year ended December 31, 2002, international net sales were $33.2 million, or 48% of total net sales, as compared with $67.0 million, or 51% of total net
sales for 2001. The Company's operations in foreign countries are not generally subject to significant exchange rate fluctuations, principally because sales contracts for the Company's systems are
generally denominated in U.S. dollars. In Japan, however, orders are often denominated in Japanese yen. This subjects the Company to the risk of currency fluctuations. The Company attempts to
mitigate this exposure through the use of foreign exchange contracts; however, this effort can be costly and there can be no assurance of the success of any such efforts. International sales expose
the Company to a number of additional risks, including fluctuations in the value of local currencies relative to the U.S. dollar, which, in turn, impact the relative cost of ownership of the Company's
products. (See "Additional Risk Factors: International Sales").

Our
served markets have been and are presently experiencing severe downturns due, in part, to the macro-economic conditions facing the U.S. and world economies. Although the Company's
level of new orders exceeded the Company's revenue during the year ended December 31, 2002, the Company also experienced significant levels of order cancellations during the year. Additionally,
the Company removed from backlog certain system orders that it believes may not be shipped during the next twelve months, as required by Company policy. This decision was predicated on recent customer
announcements of declining financial performance and cutbacks in planned capital expenditures. As a result of these cancellations and restructurings, the Company's backlog at December 31, 2002
declined relative to levels at December 31, 2001.

The
anticipated timing of shipments and customer acceptances will require the Company to fill a number of production slots in the current and subsequent quarters in order to meet its
near-term sales targets. If the Company is unsuccessful in its efforts to secure those production orders, or if existing production orders are delayed or cancelled, its results of
operations will be materially adversely impacted in the near-term. Accordingly, the Company can give no assurance that it will be able to achieve or maintain its current or prior level of
sales.

The
Company presently expects that net sales for the quarter ending March 31, 2003 will be flat to slightly higher than net sales in the comparable period in 2002. The Company
anticipates that it will experience operating and net losses for the three-month period ending March 31, 2003.

Should
further declines in the Company's outlook for 2003 and 2004 occur, the Company may be required to take additional steps to reduce its future operating expenses and may also
require the Company to increase its inventory and purchase order commitment reserve positions. These actions, if required, would materially adversely impact the Company's financial condition and
results of operations.

Because
the Company's net sales are subject to a number of risks, including intense competition in the capital equipment industry, uncertainty relating to the timing and market
acceptance of the Company's products and the condition of the macro-economy and the semiconductor industry, the Company may not exceed or maintain its current or prior level of net sales for any
period in the future. Additionally, the Company believes that the market acceptance and volume production of its Saturn Spectrum 3e, its 300mm offerings, its laser thermal processing
systems and its 1000 series family of wafer steppers, are of critical importance to its future financial results. To the extent that these

27

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products do not achieve significant sales due to difficulties involving manufacturing or engineering, the inability to reduce the current long manufacturing cycles for these products, competition,
excess capacity in the semiconductor or nanotechnology device industries, customer acceptances, or any other reason, the Company's business, financial condition and results of operations would be
materially adversely affected.

2001 vs. 2000

For the year ended December 31, 2001, net sales were $130.7 million, a decrease of 11% as compared with net sales of $146.7 million for the
year ended December 31, 2000. System sales decreased 18%, to $90.6 million, on a unit volume decline of 35%. System sales were favorably impacted by a 10% increase in weighted-average
selling prices and a change in product mix in favor of the Company's more expensive models. The decline in unit volume was primarily attributable to weaker demand from semiconductor customers
throughout the world and thin film head customers in Asia, excluding Japan, partially offset by higher demand from micro-machining and optical networking customers during the first half of 2001.

Spare
part sales decreased 1%, to $13.1 million.

Revenues
from services declined 17%, to $14.3 million, primarily as a result of decreased utilization of plant capacity within the semiconductor industry.

Revenues
from licensing and licensing support arrangements increased to $12.7 million, from $6.0 million in 2000, as a result of agreements entered into in late 2000 and
2001.

At
December 31, 2001, the Company had approximately $6.0 million of deferred revenue resulting from products shipped but not yet installed and accepted, as compared with
$15.7 million at December 31, 2000, resulting in a net decrease in deferred product and service income of approximately $3.2 million. During the year ended December 31,
2001, deferred license income decreased by $8.7 million, to $13.7 million, as a result of amortization of proceeds received in 2000, partially offset by certain proceeds received in
2001.

On
a product market application basis, system sales to the semiconductor and semiconductor packaging industries were $57.2 million for the year ended December 31, 2001, a
decrease of 41% as compared with system sales of $96.8 million in 2000. System sales to the nanotechnology market were $33.4 million, an increase of 149% as compared with sales of
$13.4 million in 2000. This increase was primarily attributable to the sale of the Company's systems to micro-machining and optical networking device customers, partially offset by fewer sales
of the Company's systems to thin film head customers.

For
the year ended December 31, 2001, international net sales were $67.0 million, or 51% of total net sales, as compared with $79.3 million, or 54% of total net
sales for 2000. The decline in international net sales, both in terms of absolute dollars and as a percentage of total net sales, was primarily attributable to decreased sales of the Company's Saturn
Spectrum 3 Wafer Stepper to semiconductor packaging companies in Japan. The Company anticipates that a substantial portion of its overall sales
will continue to come from sales of its Saturn Spectrum 3e wafer stepper to semiconductor packaging manufacturers in the Japan and Asia, excluding Japan territories.

28

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Gross profit

Years Ended
December 31,Expressed as a % of total net sales2002

2001

2000Total net sales

100.0
%
100.0
%
100.0
%Cost of products and services sold

68.5
%
57.3
%
60.7
%Cost of inventory writedown

7.7
%


Cost of discontinued products

2.1
%
8.5
%
Gross margin

21.7
%
34.3
%
39.3
%


2002 vs. 2001

The Company's gross profit as a percentage of net sales, or gross margin, was 21.7% for the year ended December 31, 2002, as compared with 34.3% for the
year ended December 31, 2001, inclusive of charges
for the cost of inventory writedown of $5.3 million for the year ended December 31, 2002, and the cost of discontinued products of $1.4 million and $11.1 million for the
years ended December 31, 2002 and 2001, respectively. On a comparative basis, gross margins, exclusive of the aforementioned charges, were adversely affected by the lack of capacity
utilization. Lack of capacity utilization results in higher levels of unabsorbed overhead. This adverse impact on gross margins from these lower production levels was partially offset by cost savings
associated with the closing of the Company's Wilmington, Massachusetts facility and by other cost reduction measures taken in the second half of 2001. Gross margins for the quarter ended
December 31, 2002 were adversely impacted by recording $0.9 million of non-cash expenses related to prior periods, pursuant to rent-averaging requirements under
certain of the Company's facility leases. The Company does not believe these amounts are material to the periods in which they should have been recorded, nor does it believe the prospective correction
of such amounts during the year ended December 31, 2002 is material to its consolidated operating results for such year.

Exclusive
of licensing and licensing support revenues, gross margin was 15.2% for the year ended December 31, 2002, as compared with 27.2% for the year ended December 31,
2001, inclusive of the aforementioned charges.

In
September 2002, as a direct result of worsening conditions in the semiconductor industry in particular, and the general economy as a whole, the Company discontinued or
suspended development of certain advanced reduction lithography programs, including 157nm, and discontinued certain 1X products and platforms. Additionally, the Company significantly reduced its
revenue outlook for 2003. As a result, the Company recognized inventory write-downs of $5.6 million and additional purchase order commitment reserves of $1.1 million for the year ended
December 31, 2002.

In
the three-month period ended September 30, 2001, as a direct result of dramatically worsening conditions in the semiconductor industry, the Company decided to discontinue its
XLS reduction stepper production and focus its efforts on developing next-generation platforms for its reduction technologies, principally 157nm. As a result of this decision, the Company
recognized inventory write-downs of $8.5 million and additional purchase order commitment reserves of $2.5 million.

The
Company's gross profit as a percentage of sales has been and most likely will continue to be significantly affected by a variety of factors, including the mix of products sold;
inventory and open purchase commitment reserve provisions; the rate of capacity utilization; product discounts and competition in the Company's targeted markets; technology support and licensing
revenues, which have little, if any, associated cost of sales; non-linearity of shipments during the quarter; the introduction of new products, which typically have higher manufacturing
costs until manufacturing efficiencies are realized and which are typically discounted more than existing products until the products gain market

29

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acceptance; the percentage of international sales, which typically have lower gross margins than domestic sales principally due to higher field service and support costs; and the implementation of
subcontracting arrangements.

The
Company believes that gross margin for the quarter ending March 31, 2003 will be flat, as compared to the comparable period in 2002. Should further erosion to the Company's
business occur, the Company might incur a higher risk of inventory obsolescence and excess purchase commitments, which would materially adversely impact results of operations. Additionally, increased
price-based competition may continue to contribute to further erosion of gross margin.

New
products generally have lower gross margins until there is widespread market acceptance and until production and after-sales efficiencies can be achieved. Should significant market
demand fail to develop for the Company's 300mm offerings, its Saturn Spectrum 3e or the Verdant laser thermal processing system, the Company's business, financial condition and results
of operations would be materially adversely affected.

2001 vs. 2000

The Company's gross profit as a percentage of net sales, or gross margin, was 34.3% for the year ended December 31, 2001, as compared with 39.3% for 2000,
inclusive of a charge of $11.1 million for the cost of discontinued products for the year ended December 31, 2002. On a comparative basis, exclusive of the aforementioned charge, gross
margin was favorably affected in 2001 by higher weighted-average selling prices, increased licensing and licensing support revenues (which have no corresponding cost of sales) and cost reduction
measures.

Exclusive
of licensing and licensing support revenues, gross margin was 27.2% for the year ended December 31, 2001, as compared with 36.7% for 2000, inclusive of the
aforementioned charge. Gross margin for 2001 was adversely affected by a charge of $11.1 million relating to the discontinuance of the Company's XLS product platform, a shift in product mix,
and production and after-sales inefficiencies caused by lower production and shipment levels.

In
the three-month period ended September 30, 2001, as a direct result of dramatically worsening conditions in the semiconductor industry, the Company decided to discontinue its
XLS reduction stepper production and focus its efforts on developing next-generation platforms for its reduction technologies, principally 157nm. As a result of this decision, the Company
recognized inventory write-downs of $8.5 million and additional purchase order commitment reserves of $2.5 million.

Research, development and engineering expenses

2002 vs. 2001

The Company's research, development, and engineering expenses were $23.5 million for the year ended December 31, 2002, as compared to
$25.8 million for the year ended December 31, 2001. The year-over-year decline in spending was primarily attributable to the discontinuance of the Company's XLS
reduction stepper platform and to other cost reduction measures implemented in the second half of 2001 and during 2002. Research, development, and engineering expenses for the quarter ended
December 31, 2002 were adversely impacted by recording $0.5 million of non-cash expenses related to prior periods, pursuant to rent-averaging requirements under
certain of the Company's facility leases. The Company does not believe these amounts are material to the periods in which they should have been recorded, nor does it believe the prospective correction
of such amounts during the year ended December 31, 2002 is material to its consolidated operating results for such year.

The
Company continues to invest significant resources in the development and enhancement of its laser thermal processing systems and technologies and its 1X optical products and related
technologies. The Company presently expects that, as a result of the cost reduction measures taken in

30

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September 2002, the absolute dollar amount of research, development and engineering expenses for the quarter ending March 31, 2003 will be lower than expenses incurred for the
comparable period in 2002.

2001 vs. 2000

The Company's research, development and engineering expenses were $25.8 million for the year ended December 31, 2001, as compared with
$26.8 million for 2000. The decline in spending was primarily attributable to the shutdown of the Company's UltraBeam operations, which occurred early in the second quarter of 2000, and cost
containment measures implemented in 2001, partially offset by increased spending on the Company's laser thermal processing and 1X and advanced reduction stepper technologies.

Amortization of intangible assets

2002 vs. 2001

Amortization of intangible assets was $0.4 million for the year ended December 31, 2002, as compared with $1.5 million for the year ended
December 31, 2001. The year-over-year reduction in amortization was
a direct result of impairment charges recognized in the quarter ended September 30, 2001 relating to certain intangible assets (see "Restructure of operations").

2001 vs. 2000

Amortization of intangible assets was $1.5 million for the year ended December 31, 2001, as compared with $2.1 million for 2000. The
reduction in amortization was a direct result of impairment charges recognized in the quarter ended September 30, 2001 relating to certain intangible assets (see "Restructure of operations").

Selling, general and administrative expenses

2002 vs. 2001

Selling, general, and administrative expenses were $23.4 million for the year ended December 31, 2002, as compared with $29.7 million for the
year ended December 31, 2001. As a percentage of net sales, selling, general, and administrative expenses increased to 34.1%, as compared with 22.7% in 2001. The
year-over-year decline, in absolute dollars, was primarily attributable to cost containment measures implemented in the second half of 2001 and during 2002, and lower sales and
support expenses, including sales commissions, typically associated with a decline in sales. These cost containment measures included approximately $0.6 million of executive pay reductions,
which ceased as of December 31, 2002. Selling, general, and administrative expenses for the quarter ended December 31, 2002 were adversely impacted by recording $0.3 million of
non-cash expenses related to prior periods, pursuant to rent-averaging requirements under certain of the Company's facility leases. The Company does not believe these amounts
are material to the periods in which they should have been recorded, nor does it believe the prospective correction of such amounts during the year ended December 31, 2002 is material to its
consolidated operating results for such year.

The
Company presently anticipates that selling, general and administrative expenses for the three-month period ending March 31, 2003 will be lower than the comparable period in
2002, due primarily to the cost reduction measures taken in September 2002.

31

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2001 vs. 2000

Selling, general and administrative expenses were $29.7 million for the year ended December 31, 2001, as compared with $30.3 million for
2000. As a percentage of net sales, selling, general and administrative expenses increased to 22.7% in 2001, as compared with 20.6% in 2000. The decline, in absolute dollars, was primarily
attributable to cost containment measures implemented in 2001 and lower sales and support expenses, including sales commissions, typically associated with a decline in sales, partially offset by
higher legal and consulting expenses incurred in conjunction with the Company's restructuring and efforts toward expansion into China.

Restructure of operations

In September 2002, in response to worsening conditions in the semiconductor industry in particular, and the general economy as a whole, the Company decided
to reduce its workforce by approximately 15% and to cease or suspend activities related to certain engineering and administrative initiatives. As a result of this decision, the Company recognized a
restructuring charge of $4.3 million, or $0.19 per share for the three-month period ended September 30, 2002. The Company reduced this charge by $0.2 million during the
three-month period ended December 31, 2002, primarily as a result of canceling its plans to exit a certain building and an adjustment of its international severance costs. Of the total net
charge for the year ended December 31, 2002 of $4.1 million, the cash component included employee severance costs of $0.9 million, contract termination fees of $0.2 million
and facility closure costs of $0.1 million. The non-cash component of this charge included $2.5 million of impairment to the carrying value of equipment and leasehold
improvements and $0.3 million of impairment to prepaid expenses and other current assets. As of December 31, 2002, the accrued but unpaid amount of these restructuring costs was
$0.3 million.

In
September 2001, the Company reached a decision to consolidate its manufacturing operations and eliminate approximately 20% of its workforce. As a result of this decision, the
Company recognized a restructuring charge of $12.0 million, or $0.54 per share (diluted) in the quarter ended September 30, 2001. Additionally, the Company recognized restructuring
charges of $0.3 million, or $0.01 per share (diluted) in the quarter ended December 31, 2001, primarily related to employee severance costs of $0.6 million (from additional
personnel actions) and higher fixed asset disposal costs of $0.4 million, partially offset by revised facility closure and other cost estimates of $0.7 million. Of the
full-year charge of $12.3 million, non-cash components included a $4.1 million impairment charge for intangible assets related to the Company's XLS reduction
product platform acquired in 1998 and a $1.5 million impairment charge for fixed assets disposed of in conjunction with the consolidation of manufacturing
facilities. The cash components of this charge included $4.0 million for estimated expenditures related to the closure of facilities, $2.5 million for employee severance costs and
$0.1 million of other restructuring costs. As of December 31, 2002, the amount of restructuring costs accrued but unpaid was $2.2 million.

Shutdown of operations

During the quarter ended June 30, 2000, the Company shut down the operations of its UltraBeam unit. As a direct result of this decision, the Company
recognized a charge in the quarter ended June 30, 2000 of $8.0 million, or $0.38 per share (diluted). During the quarter ended September 30, 2000, the Company recognized an
additional charge of $1.7 million, or $0.08 per share (diluted) primarily attributed to revised estimates of amounts to be realized upon the disposition of operating assets. Of the
full-year charge of $9.7 million, approximately $6.8 million related to the disposition of operating and capital assets, $0.4 million related to termination benefits
associated with the termination of 14 employees, $2.3 million related to facilities and other non-employee amounts paid for shutdown and $0.2 million related to other
liabilities. There were no significant revisions to the original

32

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termination provisions established by the Company. At December 31, 2002, there were no outstanding payables or accruals associated with this charge.

Gain on sale of land

In September 2000, the Company exercised an option it held to purchase 6.34 acres of undeveloped land it leased in San Jose, California and sold this
property to a third party. This transaction resulted in a net gain of $16.0 million, or $0.75 per share (diluted), before related income taxes. In conjunction with this transaction, the Company
had collateralized a loan payable by the former owner to a third party with securities valued at $5.5 million. Upon completion of this transaction, the restriction on these securities was
removed.

Interest and other income, net

Interest and other income, net, which consists primarily of interest income, was $6.4 million for the year ended December 31, 2002, as compared with
$7.9 million for 2001 and $7.6 million for 2000. Interest and other income, net, for the three month period ended December 31, 2002, included approximately $0.2 million of
interest income related to an income tax refund received during the period.

The
decrease, relative to 2001, was primarily attributable to lower interest rates on the Company's investments and lower average invested balances. The increase in interest and other
income, net, in
2001, relative to levels achieved in 2000, was primarily related to interest income from higher invested balances, partially offset by lower interest rates.

The
Company presently maintains an investment portfolio with a weighted-average maturity of less than one year. Consequently, changes in short-term interest rates have a
major impact on the Company's interest income. Future changes are expected to have a similar impact. The Company presently expects that interest and other income, net, for the three-month period
ending March 31, 2003, will be significantly lower than levels achieved in the comparable period in 2002, primarily as a result of lower interest rates and lower invested balances.

Income tax expense

For the year ended December 31, 2002, the Company recorded a benefit income tax provision of $4.9 million. The benefit provision relates to
resolution of the Company's IRS audit for the years 1993 through 1996 and a carry back of losses to recover prior years' federal alternative minimum taxes of $1.2 million. The ability to
recover the prior years' alternative minimum taxes is due to a recent US federal law change, allowing for the recovery of these amounts. In conjunction with the carry back of losses to recover prior
years' federal alternative minimum taxes, the Company has recorded income taxes receivable of $1.2 million as of December 31, 2002.

The
Company recognized income taxes of $1.0 million during the year ended December 31, 2001, related primarily to foreign tax requirements. There was no income tax benefit
recognized on the Company's pre-tax losses in 2001 and 2000, due to uncertainty related to the utilization of its net operating loss carry-forward. The Company recognized income taxes of
$2.4 million during 2000. This provision for 2000 consists primarily of foreign withholding taxes, as well as state and federal minimum taxes.

The
Company presently anticipates that it will recognize income tax expense in 2003, primarily as a result of foreign income taxes. However, the Company believes that the tax rate in
2003 will be substantially less than the statutory rate, primarily as a result of available federal net operating loss carry-forwards.

33

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Income
taxes can be affected by estimates of whether, and within which jurisdictions, future earnings will occur and how and when cash is repatriated to the United States, combined with
other aspects of an overall income tax strategy. Additionally, taxing jurisdictions could retroactively disagree with the Company's tax treatment of certain items, and some historical transactions
have income tax effects going forward. Accounting rules require these future effects to be evaluated using current laws, rules and regulations, each of which can change at any time and in an
unpredictable manner. The Company
believes it has adequately provided for any reasonably foreseeable outcome related to these matters, and it does not anticipate any material earnings impact from their ultimate resolutions.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $17.8 million for the year ended December 31, 2002, as compared with $7.0 million during the year
ended December 31, 2001. Cash used in operating activities in 2002 was primarily attributable to the Company's net loss of $25.4 million and a net change in operating assets and
liabilities of $11.2 million, partially offset by non-cash charges to income of $18.8 million. Included in both the net loss and non-cash charges to income for
the year ended December 31, 2002 is $5.6 million relating to the write-off of inventories, resulting from worsening conditions in the semiconductor industry and the
discontinuance of certain of the Company's product platforms, and $2.5 million of impairment charges for fixed assets pursuant to the Company's restructure of operations in
September 2002. The $11.2 million net change in operating assets and liabilities was primarily a result of a decline in deferred license income of $5.2 million, an increase in
inventories of $4.7 million, a decline of $3.9 million in income taxes payable and a decline in accounts payable of $2.4 million, partially offset by an increase in deferred rent
of $3.1 million and an increase in deferred product and services income of $2.7 million.

The
Company believes that because of the relatively long manufacturing cycle of certain of its systems, particularly newer products, the Company's inventories will continue to represent
a significant portion of working capital. Currently, the Company is devoting significant resources to the development, introduction and commercialization of its Verdant laser thermal processing system
and to the volume production of its Saturn Spectrum 3e and 300mm wafer steppers. The Company currently intends to continue to develop these products and technologies during the remainder
of 2003, and will continue to incur significant operating expenses in the areas of research, development and engineering, manufacturing and general and administrative costs in order to further
develop, produce and support these new products. Additionally, gross profit margins, inventory and capital equipment levels may be further adversely impacted in the future by costs associated with the
initial production of these new product lines. These costs include, but are not limited to, additional manufacturing overhead, costs of demonstration systems and facilities, costs associated with
managing multiple sites and the establishment of additional after-sales support organizations. Additionally, there can be no assurance that operating expenses will not increase, relative to sales, as
a result of adding additional marketing and administrative personnel, among other costs, to support the Company's new products. If the Company is unable to achieve significantly increased net sales or
if its sales fall below expectations, the Company's cash flow and operating results will be materially adversely affected until, among other factors, costs and expenses can be reduced. The failure of
the Company to achieve its sales targets for these new products could result in additional inventory write-offs and asset impairment charges, either of which could materially adversely
impact the Company's results of operations.

The
semiconductor and nanotechnology industries have been and are presently experiencing a severe downturn due, in part, to macro-economic conditions facing the U.S. and world economies.
As a result, the Company has experienced significantly lower order rates for its systems and this trend may continue in the near-term. Prolonged weakness in the Company's business would
continue to place the Company's inventories at a greater risk of obsolescence. Lower demand for the Company's systems may continue to lead to additional inventory write-offs and purchase
commitment reserves, which would

34

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materially adversely impact the Company's results of operations. Additionally, worsening business conditions increase the likelihood of further restructuring of operations and impairments to the
Company's assets, either of which would have a material adverse impact on results of operations.

During
the year ended December 31, 2002, net cash used in investing activities was $38.9 million, attributable to a net increase in
available-for-sale securities of $34.1 million and capital expenditures of $4.8 million.

Cash
generated by financing activities was $12.2 million during the year ended December 31, 2002, attributable to net borrowings of $9.8 million and
$2.4 million in proceeds received from the issuance of Common Stock under the Company's stock option plans and its employee stock purchase plans.

At
December 31, 2002, the Company had working capital of $152.2 million. The Company's principal source of liquidity at December 31, 2002 consisted of
$157.5 million in cash, cash equivalents and short-term investments.

The
Company has approximately $7.6 million of retained earnings in its foreign subsidiaries. Possible adverse tax consequences associated with repatriating these funds may
effectively restrict their use to cash requirements in those specific jurisdictions.

During
2002, the Company received proceeds of $3.2 million in conjunction with a sale/leaseback transaction. To provide additional security to the lessor, the Company granted a
security interest in certain of its other equipment having a net book value of approximately $1.2 million at December 31, 2002. The Company recorded a deferred rent credit equal to the
excess of the sale proceeds over the adjusted basis in the equipment sold. During the three-year term of this agreement, the deferred rent credit will be amortized as an offset to rental
expense. At December 31, 2002, credits of $0.7 million and $1.1 million representing the short-term and long-term portions of deferred rent, respectively,
were carried as liabilities on the Company's balance sheet.

In
September 2002, the Company entered into a line of credit agreement with a brokerage firm. Under the terms of this agreement, the Company may borrow funds at a cost equal to
the current Federal funds rate plus 100 basis points (2.25% as of December 31, 2002). Certain of the Company's cash, cash equivalents and short-term investments secure borrowings
outstanding under this facility. Funds are advanced to the Company under this facility based on pre-determined advance rates on the cash and securities held by the Company in this
brokerage account. This agreement has no set expiration date and there are no loan covenants, other than the aforementioned collateral requirement. As of December 31, 2002, $9.0 million
was outstanding under this facility, with a related collateral requirement of approximately $12.9 of the Company's cash, cash equivalents and short-term investments.
Additionally, the Company had short-term borrowings of $0.8 million outstanding under other credit facilities.

In
January 2003, the Company's Board of Directors authorized the purchase of up to 5.0 million shares of the Company's Common Stock at prevailing market prices. As of
March 17, 2003, the Company had not elected to repurchase shares under this arrangement. Should the Company decide to acquire its own shares in the open market, potentially large amounts of the
Company's cash, cash equivalents and short-term investments would be required.

The
Company's off-balance sheet transactions consist of certain financial guarantees, both express and implied, related to product liability, infringement of intellectual
property and latent product defects. Other than liabilities recorded pursuant to known product defects, at December 31, 2002, the Company did not record a liability associated with these
guarantees, as the Company has little or no history of costs associated with such indemnification requirements.

35

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The
following summarizes the Company's contractual obligations at December 31, 2002, and the effect such obligations are expected to have on its liquidity and cash flows in future
periods:

|(in millions)                                        |  | Total |      | Less than
1 year |   | 1-3 years |  | After
3 years
|---------------------------------------------------- |  | ----- | ---- | ---------------- | - | --------- |  | -------------
|Notes payable obligations                            |  | $     | 9.6  |                  | $ | 9.6       |  | $            
|Non-cancelable capitalized lease obligations         |  |       | 0.2  |                  |   | 0.1       |  |              
|Non-cancelable operating lease obligationsequipment |  |       | 3.2  |                  |   | 1.4       |  |              
|Non-cancelable operating lease obligationsbuildings |  |       | 32.0 |                  |   | 3.6       |  |              
|Long-term vendor accounts payable                    |  |       | 1.2  |                  |   | 0.7       |  |              
|                                                     |  |       |      |                  |   |           |  |              
|Total contractual cash obligations                   |  | $     | 46.2 |                  | $ | 15.4      |  | $            
|                                                     |  |       |      |                  |   |           |  |              

At
December 31, 2002, the Company had open purchase order commitments of approximately $25 million, primarily related to the purchase of inventories, equipment and
leasehold improvements. The Company records reserves for purchase order commitments it deems in excess of normal operating requirements (see "Critical Accounting Policies and Estimates").

The
development and manufacture of new lithography systems and enhancements are highly capital-intensive. In order to be competitive, the Company believes it must continue to make
significant expenditures for capital equipment; sales, service, training and support capabilities; systems, procedures and controls; and expansion of operations and research and development, among
many other items. The Company expects that its cash, cash equivalents and short-term investments will be sufficient to meet the Company's cash requirements for at least the next twelve
months. However, in the near-term, the Company may continue to utilize existing and future lines of credit, and other sources of financing, in order to maintain its present levels of cash,
cash equivalents and short-term investments. Beyond the next twelve months, the Company may require additional equity or debt financing to address its working capital or capital equipment
needs. In addition, the Company may seek to raise equity or debt capital at any time that it deems market conditions to be favorable. Additional financing, if needed, may not be available on
reasonable terms, or at all.

The
Company may in the future pursue additional acquisitions of complementary product lines, technologies or businesses. Future acquisitions by the Company may result in potentially
dilutive issuances of equity securities, the incurrence of debt and contingent liabilities and amortization expenses and impairment charges related to goodwill and other intangible assets, which could
materially adversely affect any Company profitability. In addition, acquisitions involve numerous risks, including difficulties in the assimilation of the operations, technologies, personnel and
products of the acquired companies; the diversion of management's attention from other business concerns; risks of entering markets in which the Company has limited or no direct experience; and the
potential loss of key employees of the acquired company. In the event the Company acquires product lines, technologies or businesses which do not complement the Company's business, or which otherwise
do not enhance the Company's sales or operating results, the Company may incur substantial write-offs and higher recurring operating costs, which could have a material adverse effect on
the Company's business, financial
condition and results of operations. In the event that any such acquisition does occur, there can be no assurance as to the effect thereof on the Company's business or operating results.

Foreign currency

The Company uses foreign exchange contracts to hedge the risk that unremitted Japanese yen denominated receipts from customers for actual or forecasted sales of
equipment after receipt of customer purchase orders may be adversely affected by changes in foreign currency exchange rates. As part of its overall strategy to manage the level of exposure to the risk
of foreign currency exchange rate fluctuations, the Company attempts to hedge most of these Japanese yen denominated foreign currency

36

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exposures anticipated over the ensuing twelve-month period. At December 31, 2002, the Company had taken action to hedge approximately 100% of these Japanese yen denominated exposures. To hedge
this exposure, the Company used foreign exchange forward contracts that generally have maturities of nine months or less, which generally will be rolled over to provide continuing coverage throughout
the year. The Company often closes foreign exchange sale contracts by purchasing an offsetting purchase contract. At December 31, 2002, the Company had contracts for the sale of
$2.4 million of foreign currencies at fixed rates.

Adoption of the Euro

The introduction of a European single currency, the Euro, was initially implemented as of January 1, 1999, and the transition period continued through
January 1, 2002. As of December 31, 2002, the adoption of the Euro had not had a material effect on the Company's foreign exchange and hedging activities or the Company's use of
derivative instruments. While the Company will continue to evaluate the impact of the Euro introduction over time, based on currently available information, management does not believe that the
introduction of the Euro currency will have a material adverse impact on the Company's financial condition or overall trends in results of operations.

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ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk

The Company's exposure to market risk due to potential changes in interest rates, relates primarily to the Company's investment portfolio, which consisted
primarily of fixed interest rate instruments as of December 31, 2002. The Company maintains an investment policy designed to ensure the safety and preservation of its invested funds by limiting
market risk and the risk of default.

Certain
of the Company's cash, cash equivalents and short-term investments serve as collateral for a line of credit the Company maintains with a brokerage firm. The line of
credit is used for liquidity purposes, mitigating the need to liquidate investments in order to meet the Company's current operating cash requirements.

The
following table presents the hypothetical changes in fair values in the financial instruments held by the Company at December 31, 2002, that are sensitive to changes in
interest rates. These instruments are comprised of cash, cash equivalents, short-term investments and corporate equity securities. These instruments are held for purposes other than
trading. The modeling techniques used measure the change in fair values arising from selected hypothetical changes in interest rates. Assumed market value changes to the Company's portfolio reflects
immediate hypothetical parallel shifts in the yield curve of plus or minus 50 basis points (BPS), 100 BPS, and 150 BPS over a twelve-month time horizon. Beginning fair values represent the market
principal plus accrued interest for financial reporting purposes at December 31, 2002. Ending fair values comprises the estimated market principal plus accrued interest at a twelve-month time
horizon, and assumes no change in the investment principal or portfolio mix. This table estimates the fair value of the portfolio at a twelve-month time horizon:

|                                                                     |  | Valuation of securities
given an interest rate decrease
of X basis points |         | No change in
interest rate |   | Valuation of securities
given an interest rate decrease
of X basis points
|-------------------------------------------------------------------- |  | ------------------------------------------------------------------------- | ------- | -------------------------- | - | -------------------------------------------------------------------------
|
|
|U.S. Treasury securities and obligations of U.S. government agencies |  | $                                                                         | 25,692  |                            | $ | 25,671                                                                   
|Obligations of states and political subdivisions                     |  |                                                                           | 16,173  |                            |   | 16,173                                                                   
|U.S. corporate debt securities                                       |  |                                                                           | 109,556 |                            |   | 109,406                                                                  
|Corporate equity securities                                          |  |                                                                           | 35      |                            |   | 35                                                                       
|                                                                     |  |                                                                           |         |                            |   |                                                                          
|Total short-term investments                                         |  | $                                                                         | 151,456 |                            | $ | 151,285                                                                  
|                                                                     |  |                                                                           |         |                            |   |                                                                          

The
table was developed based on the fact that a 50-BPS move in the Federal Funds Rate has occurred twenty-one times in the last ten years; a 100-BPS
move in the Federal Funds Rate has occurred nine times in the last ten years; and a 150-BPS move in the Federal Funds Rate has occurred five times in the last ten years.

The
Company has not materially altered its investment objectives or criteria and believes that, although the composition of the Company's portfolio has changed from the preceding year,
the portfolio's sensitivity to changes in interest rates is materially the same.

Credit risk

The Company mitigates default risk by attempting to invest in high credit quality securities and by positioning its portfolio to respond appropriately to a
significant reduction in a credit rating of any investment issuer or guarantor. The portfolio includes only marketable securities with active secondary

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or resale markets to ensure portfolio liquidity and is diversified in accordance with the Company's investment policy. To date, the Company has not experienced liquidity problems with its portfolio.

Foreign exchange risk

Foreign exchange contracts are used primarily by the Company to hedge the risk that unremitted Japanese yen denominated receipts from customers for actual or
forecasted sales of equipment after receipt of customer purchase orders may be adversely affected by changes in foreign currency exchange rates. As part of its overall strategy to manage the level of
exposure to the risk of foreign currency exchange rate fluctuations, the Company attempts to hedge most of these Japanese yen denominated foreign currency exposures anticipated over the ensuing
twelve-month period. At December 31, 2002, the Company had taken action to hedge approximately 100% of these Japanese yen denominated exposures. To hedge this exposure, the Company used foreign
exchange contracts that generally have maturities of nine months or less, which generally will be rolled over to provide continuing coverage throughout the year. The Company often closes foreign
exchange sale contracts by purchasing an offsetting purchase contract.

The
Company records these foreign exchange contracts at fair value in its consolidated balance sheet and the related gains or losses on these contracts are deferred in stockholders'
equity (as a component of comprehensive income). These deferred gains and losses are recognized in income, as a component of revenue or cost of sales, in the period in which the sales or purchases
being hedged are received and recognized in income. However, to the extent that any of these contracts are not considered to be perfectly effective in offsetting the change in the value of the sales
or purchases being hedged, any changes in fair value relating to the ineffective portion of these contracts are immediately recognized in income. These amounts were not material to the periods
presented.

Gains
and losses on foreign exchange contracts that are not designated as hedges are included as a component of interest and other income, net, in the Company's consolidated statement of
operations.

At
December 31, 2002, the Company had contracts for the sale of $2.4 million of Japanese Yen at fixed rates. The Company had no deferred gains or losses on foreign exchange
contracts at December 31, 2002.

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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The
Selected Financial Data information contained in Item 6 of Part II hereof is hereby incorporated by reference into this Item 8 of Part II of this
Form 10-K.

ULTRATECH STEPPER, INC.  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS  AND FINANCIAL STATEMENT SCHEDULE

Consolidated
Financial Statements included in Item 8:

|                                                                                              |  | Page Number
|--------------------------------------------------------------------------------------------- |  | -----------
|Consolidated Balance SheetsDecember 31, 2002 and 2001                                        |  | 41         
|Consolidated Statements of OperationsYears ended December 31, 2002, 2001, and
2000           |  | 42         
|Consolidated Statements of Cash FlowsYears ended December 31, 2002, 2001, and
2000           |  | 43         
|Consolidated Statements of Stockholders' EquityYears ended December 31, 2002, 2001, and 2000 |  | 44         
|Notes to Consolidated Financial Statements                                                    |  | 45         
|Report of Ernst & Young LLP, Independent Auditors                                             |  | 65         

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CONSOLIDATED BALANCE SHEETS

|In thousands, except share and per share amounts |                                                                                            | December 31,
2002                                                                                                         |         | December 31,
2001 |   
|------------------------------------------------ | ------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------- | ------- | ----------------- | --
|Assets                                           |                                                                                            |                                                                                                                           |         |                   |   
|Current assets:                                  |                                                                                            |                                                                                                                           |         |                   |   
|                                                 | Cash and cash equivalents                                                                  |                                                                                                                           | $       | 18,178            |   
|                                                 | Short-term investments                                                                     |                                                                                                                           |         | 139,351           |   
|                                                 | Accounts receivable, less allowance for doubtful accounts of $314 in 2002 and $540 in 2001 |                                                                                                                           |         | 12,870            |   
|                                                 | Inventories                                                                                |                                                                                                                           |         | 25,182            |   
|                                                 | Taxes receivable                                                                           |                                                                                                                           |         | 1,179             |   
|                                                 | Prepaid expenses and other current assets                                                  |                                                                                                                           |         | 1,627             |   
|                                                 |                                                                                            |                                                                                                                           |         |                   |   
|Total current assets                             |                                                                                            |                                                                                                                           | 198,387 |                   |   
|Equipment and leasehold improvements, net        |                                                                                            |                                                                                                                           | 19,090  |                   |   
|Intangible assets, net                           |                                                                                            |                                                                                                                           | 858     |                   |   
|Demonstration inventory, net                     |                                                                                            |                                                                                                                           | 2,208   |                   |   
|Other assets                                     |                                                                                            |                                                                                                                           | 1,823   |                   |   
|                                                 |                                                                                            |                                                                                                                           |         |                   |   
|Total assets                                     |                                                                                            | $                                                                                                                         | 222,366 |                   | $ 
|                                                 |                                                                                            |                                                                                                                           |         |                   |   
|Liabilities and Stockholders' Equity             |                                                                                            |                                                                                                                           |         |                   |   
|Current liabilities:                             |                                                                                            |                                                                                                                           |         |                   |   
|                                                 | Notes payable                                                                              |                                                                                                                           | $       | 9,769             |   
|                                                 | Accounts payable                                                                           |                                                                                                                           |         | 6,719             |   
|                                                 | Accrued expenses                                                                           |                                                                                                                           |         | 10,961            |   
|                                                 | Deferred license income                                                                    |                                                                                                                           |         | 8,463             |   
|                                                 | Deferred product and services income                                                       |                                                                                                                           |         | 6,293             |   
|                                                 | Advance billings                                                                           |                                                                                                                           |         | 1,024             |   
|                                                 | Accrued restructuring expenses                                                             |                                                                                                                           |         | 2,558             |   
|                                                 | Income taxes payable                                                                       |                                                                                                                           |         | 440               |   
|                                                 |                                                                                            |                                                                                                                           |         |                   |   
|Total current liabilities                        |                                                                                            |                                                                                                                           | 46,227  |                   |   
|Deferred rent                                    |                                                                                            |                                                                                                                           | 3,306   |                   |   
|Other liabilities                                |                                                                                            |                                                                                                                           | 1,079   |                   |   
|Commitments and contingencies                    |                                                                                            |                                                                                                                           |         |                   |   
|Stockholders' equity:                            |                                                                                            |                                                                                                                           |         |                   |   
|                                                 | Preferred Stock, $.001 par value:                                                          |                                                                                                                           |         |                   |   
|                                                 |                                                                                            | 2,000,000 shares authorized; none issued                                                                                  |         |                   |  
|                                                 | Common Stock, $.001 par value:                                                             |                                                                                                                           |         |                   |   
|                                                 |                                                                                            | 40,000,000 shares authorized; issued and outstanding: 22,627,201 at December 31, 2002 and 22,451,137 at December 31, 2001 |         |                   | 23
|                                                 | Additional paid-in capital                                                                 |                                                                                                                           |         | 198,069           |   
|                                                 | Treasury Stock                                                                             |                                                                                                                           |         | (6,867            | ) 
|                                                 | Accumulated other comprehensive income, net                                                |                                                                                                                           |         | 1,884             |   
|                                                 | Accumulated earnings (deficit)                                                             |                                                                                                                           |         | (21,355           | ) 
|                                                 |                                                                                            |                                                                                                                           |         |                   |   
|Total stockholders' equity                       |                                                                                            |                                                                                                                           | 171,754 |                   |   
|                                                 |                                                                                            |                                                                                                                           |         |                   |   
|Total liabilities and stockholders' equity       |                                                                                            | $                                                                                                                         | 222,366 |                   | $ 
|                                                 |                                                                                            |                                                                                                                           |         |                   |   

See accompanying notes to consolidated financial statements.

41

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CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                                                                             |                                                                                                              | Years Ended December 31,      |        
|------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------ | ----------------------------- | -------
|
|
|Net sales                                                                                                    |                                                                                                              |                               |        
|                                                                                                             |                                                                                                              | Products                      |        
|                                                                                                             |                                                                                                              | Services                      |        
|                                                                                                             |                                                                                                              | Licenses                      |        
|                                                                                                             |                                                                                                              |                               |        
|                                                                                                             | Total net sales                                                                                              |                               |        
|Cost of sales                                                                                                |                                                                                                              |                               |        
|                                                                                                             |                                                                                                              | Cost of products sold         |        
|                                                                                                             |                                                                                                              | Cost of services              |        
|                                                                                                             |                                                                                                              | Cost of inventory writedown   |        
|                                                                                                             |                                                                                                              | Cost of discontinued products |        
|                                                                                                             |                                                                                                              |                               |        
|Gross profit                                                                                                 |                                                                                                              |                               | 14,850 
|Research, development, and engineering                                                                       |                                                                                                              |                               | 23,522 
|Amortization of intangible assets                                                                            |                                                                                                              |                               | 381    
|Selling, general, and administrative                                                                         |                                                                                                              |                               | 23,363 
|Restructure of operations                                                                                    |                                                                                                              |                               | 4,090  
|Shutdown of operations                                                                                       |                                                                                                              |                               |       
|                                                                                                             |                                                                                                              |                               |        
|Operating loss                                                                                               |                                                                                                              |                               | (36,506
|Gain on sale of land                                                                                         |                                                                                                              |                               |       
|Interest expense                                                                                             |                                                                                                              |                               | (135   
|Interest and other income, net                                                                               |                                                                                                              |                               | 6,393  
|                                                                                                             |                                                                                                              |                               |        
|Income (loss) before income taxes and cumulative effect of a change in accounting principle                  |                                                                                                              |                               | (30,248
|Income taxes (benefit)                                                                                       |                                                                                                              |                               | (4,866 
|                                                                                                             |                                                                                                              |                               |        
|Income (loss) before cumulative effect of a change in accounting principle                                   |                                                                                                              |                               | (25,382
|Cumulative effect on prior years of the application of SAB 101 "Revenue Recognition in Financial Statements" |                                                                                                              |                               |       
|                                                                                                             |                                                                                                              |                               |        
|Net loss                                                                                                     |                                                                                                              | $                             | (25,382
|                                                                                                             |                                                                                                              |                               |        
|Net loss per sharebasic                                                                                     |                                                                                                              |                               |        
|                                                                                                             | Income (loss) before cumulative effect of a change in accounting principle                                   |                               | $      
|                                                                                                             | Cumulative effect on prior years of the application of SAB 101 "Revenue Recognition in Financial Statements" |                               |        
|                                                                                                             | Net loss                                                                                                     |                               | $      
|                                                                                                             | Number of shares used in per share computationsbasic                                                        |                               |        
|Net loss per sharediluted                                                                                   |                                                                                                              |                               |        
|                                                                                                             | Income (loss) before cumulative effect of a change in accounting principle                                   |                               | $      
|                                                                                                             | Cumulative effect on prior years of the application of SAB 101 "Revenue Recognition in Financial Statements" |                               |        
|                                                                                                             | Net loss                                                                                                     |                               | $      
|                                                                                                             | Number of shares used in per share computationsdiluted                                                      |                               |        

See accompanying notes to consolidated financial statements.

42

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CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                |                                                                              | Years Ended December 31,                  |        
|------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ----------------------------------------- | -------
|
|
|Cash flows from operating activities:                                           |                                                                              |                                           |        
|Net loss                                                                        |                                                                              | $                                         | (25,382
|Adjustments to reconcile net loss to net cash provided by operating activities: |                                                                              |                                           |        
|                                                                                | Depreciation                                                                 |                                           |        
|                                                                                | Amortization                                                                 |                                           |        
|                                                                                | Non-cash restructuring and asset impairment charges:                         |                                           |        
|                                                                                |                                                                              | Intangible assets, net                    |        
|                                                                                |                                                                              | Equipment and leasehold improvements, net |        
|                                                                                |                                                                              | Inventories                               |        
|                                                                                |                                                                              | Prepaid expenses and other current assets |        
|                                                                                |                                                                              | Other, net                                |        
|                                                                                | Loss on disposal of equipment                                                |                                           |        
|                                                                                | Deferred compensation                                                        |                                           |        
|                                                                                | Cumulative adjustment due to SAB 101                                         |                                           |        
|                                                                                | Gain from sale of land                                                       |                                           |        
|                                                                                | Changes in operating assets and liabilities:                                 |                                           |        
|                                                                                |                                                                              | Accounts receivable                       |        
|                                                                                |                                                                              | Inventories                               |        
|                                                                                |                                                                              | Taxes receivable                          |        
|                                                                                |                                                                              | Prepaid expenses and other current assets |        
|                                                                                |                                                                              | Leases receivablecurrent portion         |        
|                                                                                |                                                                              | Leases receivablelong term               |        
|                                                                                |                                                                              | Demonstration Inventory                   |        
|                                                                                |                                                                              | Other assets                              |        
|                                                                                |                                                                              | Accounts payable                          |        
|                                                                                |                                                                              | Accrued expenses                          |        
|                                                                                |                                                                              | Advance billings                          |        
|                                                                                |                                                                              | Income taxes payable                      |        
|                                                                                |                                                                              | Deferred product and services income, net |        
|                                                                                |                                                                              | Deferred license income                   |        
|                                                                                |                                                                              | Accrued restructuring expenses            |        
|                                                                                |                                                                              | Deferred rent                             |        
|                                                                                |                                                                              | Other liabilities                         |        
|                                                                                |                                                                              |                                           |        
|Net cash provided by (used in) operating activities                             |                                                                              |                                           | (17,815
|                                                                                |                                                                              |                                           |        
|Cash flows from investing activities:                                           |                                                                              |                                           |        
|Capital expenditures                                                            |                                                                              |                                           | (4,800 
|Investments in securities                                                       |                                                                              |                                           | (95,661
|Proceeds from sales and maturities of investments                               |                                                                              |                                           | 61,604 
|Proceeds from sale of land                                                      |                                                                              |                                           |       
|Restricted investments                                                          |                                                                              |                                           |       
|                                                                                |                                                                              |                                           |        
|Net cash used in investing activities                                           |                                                                              |                                           | (38,857
|                                                                                |                                                                              |                                           |        
|Cash flows from financing activities:                                           |                                                                              |                                           |        
|Proceeds from notes payable                                                     |                                                                              |                                           | 17,199 
|Repayment of notes payable                                                      |                                                                              |                                           | (7,366 
|Proceeds from issuance of Common Stock                                          |                                                                              |                                           | 2,372  
|Buy back of Common Stock                                                        |                                                                              |                                           |       
|                                                                                |                                                                              |                                           |        
|Net cash provided by (used in) financing activities                             |                                                                              |                                           | 12,205 
|                                                                                |                                                                              |                                           |        
|Net effect of exchange rate changes on cash                                     |                                                                              |                                           | (84    
|Net increase (decrease) in cash and cash equivalents                            |                                                                              |                                           | (44,551
|Cash and cash equivalents at beginning of period                                |                                                                              |                                           | 62,729 
|                                                                                |                                                                              |                                           |        
|Cash and cash equivalents at end of period                                      |                                                                              | $                                         | 18,178 
|                                                                                |                                                                              |                                           |        
|Supplemental disclosures of cash flow information:                              |                                                                              |                                           |        
|Cash paid during the period for:                                                |                                                                              |                                           |        
|                                                                                | Interest                                                                     |                                           | $      
|                                                                                | Income taxes, net                                                            |                                           |        
|Other non-cash changes:                                                         |                                                                              |                                           |        
|                                                                                | Systems transferred from (to) inventory to (from) equipment and other assets |                                           | $      

See accompanying notes to consolidated financial statements.

43

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

|                                                                                       |                                                                  | Stockholders' Equity           |  
|-------------------------------------------------------------------------------------- | ---------------------------------------------------------------- | ------------------------------ | -
|
|
|
|Balance at December 31, 1999                                                           |                                                                  | 21,392                         |  
|Net issuance of Common Stock under stock option plans and employee stock purchase plan |                                                                  | 368                            |  
|Buyback of Common Stock                                                                |                                                                  | (475                           | )
|Deferred compensation                                                                  |                                                                  |                               |  
|Components of comprehensive loss:                                                      |                                                                  |                                |  
|                                                                                       | Change in net unrealized gains on available-for-sale investments |                                | 
|                                                                                       | Net loss                                                         |                                | 
|                                                                                       |                                                                  |                                |  
|Total comprehensive loss                                                               |                                                                  |                                |  
|                                                                                       |                                                                  |                                |  
|Balance at December 31, 2000                                                           |                                                                  | 21,285                         |  
|                                                                                       |                                                                  |                                |  
|Net issuance of Common Stock under stock option plans and employee stock purchase plan |                                                                  | 1,166                          |  
|Deferred compensation                                                                  |                                                                  |                               |  
|Components of comprehensive loss:                                                      |                                                                  |                                |  
|                                                                                       | Change in net unrealized gains on:                               |                                |  
|                                                                                       |                                                                  | Available-for-sale investments |  
|                                                                                       |                                                                  | Foreign exchange contracts     |  
|                                                                                       |                                                                  | Net loss                       |  
|                                                                                       |                                                                  |                                |  
|Total comprehensive loss                                                               |                                                                  |                                |  
|                                                                                       |                                                                  |                                |  
|Balance at December 31, 2001                                                           |                                                                  | 22,451                         |  
|                                                                                       |                                                                  |                                |  
|Net issuance of Common Stock under stock option plans and employee stock purchase plan |                                                                  | 176                            |  
|Deferred compensation                                                                  |                                                                  |                               |  
|Components of comprehensive loss:                                                      |                                                                  |                                |  
|                                                                                       | Change in net unrealized gains on:                               |                                |  
|                                                                                       |                                                                  | Available-for-sale investments |  
|                                                                                       |                                                                  | Foreign exchange contracts     |  
|                                                                                       | Net loss                                                         |                                | 
|                                                                                       |                                                                  |                                |  
|Total comprehensive loss                                                               |                                                                  |                                |  
|                                                                                       |                                                                  |                                |  
|Balance at December 31, 2002                                                           |                                                                  | 22,627                         |  
|                                                                                       |                                                                  |                                |  

See accompanying notes to consolidated financial statements.

44

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    COMPANY AND INDUSTRY INFORMATION

Nature of operations

Ultratech Stepper, Inc. develops, manufactures and markets photolithography equipment designed to reduce the cost of ownership for manufacturers of
integrated circuits, including advanced packaging processes and various nanotechnology components, including thin film head magnetic recording devices. The Company supplies
step-and-repeat systems based on one-to-one technology to customers located throughout North America, Europe, Japan and the rest of Asia.

Major customers

In 2002, Intel Corporation accounted for 19% and Sumitomo Chemical Company, Ltd. accounted for 10% of the Company's net sales. In 2001, no single customer
accounted for 10% or more of the Company's net sales. In 2000, Royal Philips Electronics N.V. accounted for 10% of the Company's net sales.

Business segments

In evaluating its business segments, the Company gave consideration to the Chief Executive Officer's review of financial information and the organizational
structure of the Company's management. Based on this review, the Company concluded that, at the present time, resources are allocated and other financial decisions are made based, primarily, on
consolidated financial information. Accordingly, the
Company has determined that it operates in one business segment, which is the manufacture and distribution of photolithography equipment to manufacturers of integrated circuits and nanotechnology
components.

Enterprise-wide disclosures

The Company's products are manufactured in the United States and are sold worldwide. The Company markets internationally through domestic and foreign-based sales
and service operations and independent sales organizations. The following table presents enterprise-wide sales to external customers and long-lived assets by geographic region:

|(In thousands)     |                          | 2002  |   | 2001   |        | 2000
|------------------ | ------------------------ | ----- | - | ------ | ------ | ----
|Net sales:         |                          |       |   |        |        |     
|                   | United States of America |       | $ | 35,307 |        | $   
|                   | Japan                    |       |   | 16,689 |        |     
|                   | Rest of world            |       |   | 16,510 |        |     
|                   |                          |       |   |        |        |     
|                   |                          | Total |   | $      | 68,506 |     
|                   |                          |       |   |        |        |     
|Long-lived assets: |                          |       |   |        |        |     
|                   | United States of America |       | $ | 23,350 |        | $   
|                   | Rest of world            |       |   | 629    |        |     
|                   |                          |       |   |        |        |     
|                   |                          | Total |   | $      | 23,979 |     
|                   |                          |       |   |        |        |     

The
Company's operations in foreign countries are not currently subject to significant exchange rate fluctuations, principally because sales contracts for the Company's systems are
generally denominated in U.S. dollars. However, international sales expose the Company to a number of

45

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additional risk factors, including fluctuations in the value of local currencies relative to the U.S. dollar, which, in turn, impact the relative cost of ownership of the Company's products.

2.    CONCENTRATIONS OF RISKS

Sales of the Company's systems depend, in significant part, upon the decision of a prospective customer to increase manufacturing capacity or to restructure
current manufacturing facilities, either of which typically involves a significant commitment of capital. For this and other reasons, the Company's systems typically have a lengthy sales cycle during
which the Company may expend substantial funds and management effort in securing a sale. Additionally, the markets for the Company's products are subject to rapid technological change, which requires
the Company to respond with new products and enhanced versions of existing products. Lengthy sales cycles and rapid technological change subject the Company to a number of significant risks, including
inventory obsolescence, significant after-sales support and fluctuations in operating results, which are difficult to estimate and over which the Company has little or no control.
Sole-source and single-source suppliers provide critical components and services for the manufacture of the Company's products. The reliance on sole or limited groups of suppliers may
subject the Company from time to time to quality, allocation and pricing constraints.

Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, short-term investments and trade
receivables. These credit risks include the potential inability of an issuer or customer to honor their obligations under the terms of the instrument. The Company places its cash equivalents and
short-term investments with high credit-quality financial institutions. The Company invests its excess cash in commercial paper, readily marketable debt instruments and collateralized
funds of U.S. and state government entities. The Company has established guidelines relative to credit ratings, diversification and maturities that seek to maintain safety and liquidity.

A
majority of the Company's trade receivables are derived from sales in various geographic areas, principally the U.S., Europe, Japan and the rest of Asia, to large companies within the
semiconductor, semiconductor packaging and nanotechnology industries. The Company performs ongoing credit evaluations of its customers' financial condition and requires collateral, whenever deemed
necessary. The Company maintains an allowance for uncollectible accounts receivable based upon expected collectibility and a reserve for estimated returns and allowances. From time to time the Company
may
grant longer payment terms or may lease its systems to customers. Long-term receivables and the granting of longer customer payment terms expose the Company to additional risks, including
potentially higher customer concentration and higher potential operating expenses relating to customer defaults.

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. Intercompany balances
and transactions have been eliminated.

The
U.S. dollar is the functional currency for all foreign operations. Foreign exchange gains and losses, which result from the process of remeasuring foreign currency financial
statements into U.S.

46

---

dollars or from transactions during the period, have been immaterial and are included in interest and other income, net.

Certain
reclassifications have been made to prior years' consolidated financial statements to conform to the current year presentation. These reclassifications had no impact on
previously reported operating losses or net losses.

The
preparation of the financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates
and judgments that affect the reported amounts in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to inventories,
warranty obligations, purchase order commitments, bad debts, income taxes, intangible assets, restructuring and contingencies and litigation. Management bases its estimates on historical experience
and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Cash equivalents

Cash equivalents consist of highly liquid investments with a maturity date at acquisition of three months or less. The carrying value of cash equivalents
approximates fair value.

Investments

Management determines the appropriate classification of its investments at the time of purchase and re-evaluates the classification at each balance
sheet date. At December 31, 2002 and 2001, all investments in the Company's portfolio were classified as "available for sale" and are stated at fair value, with the unrealized gains and losses,
net of tax, reported in accumulated other comprehensive income (loss), as a separate component of stockholders' equity. Among other factors, the value of the Company's investment portfolio is
sensitive to changes in interest rates.

The
amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization, as well as interest, dividends, realized gains
and losses and declines in value judged to be other than temporary are included in interest and other income, net. The cost of securities sold is based on the specific identification method.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Reserves are
established for excess or slow-moving inventories as deemed necessary.

Long-lived assets

Equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Equipment is depreciated on a straight-line
basis over the estimated useful lives (three to seven years). Leasehold improvements are amortized on a straight-line basis over the life of the related assets or the lease term, whichever
is shorter.

47

---

Demonstration
inventory is stated at cost, less accumulated amortization. Demonstration inventory is amortized over the estimated useful life of the systems, generally four years.

Intangible
assets are carried at cost less accumulated amortization, which is being provided on a straight-line basis over the economic lives of the respective assets,
generally five to seven years. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the related asset may not be recoverable.
Intangible assets are presented net of accumulated amortization of $1,144,000 and $763,000 as of December 31, 2002 and 2001, respectively.

The
Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. The
Company assesses these assets for impairment based on estimated future cash flows from these assets.

Derivative instruments and hedging

Foreign currency transactions, in the form of forward currency contracts, are utilized by the Company to hedge obligations denominated in Japanese Yen. The
Company does not enter into derivative financial instruments for trading purposes. Gains and losses related to qualified accounting hedges of forecasted transactions are deferred and recognized into
operating income, as a component of revenue or cost of sales, when the forecasted transaction is converted into income. Gains and losses related to other foreign exchange contracts are recognized in
interest and other income, net. There were approximately $2.4 million and $5.0 million of foreign exchange forward contracts outstanding as of December 31, 2002 and 2001,
respectively.

Revenue recognition

The Company previously recognized revenue from the sales of its products generally upon shipment, which usually preceded installation and final customer
acceptance, provided that final customer acceptance and collection of the related receivable were probable. Effective January 1, 2000, the Company changed its method of accounting for product
sales to recognize such revenues when the contractual obligation for installation (if any) has been satisfied, or installation is substantially complete, and/or customer acceptance provisions have
lapsed, provided collections of the related receivable are probable. In the event of a delay in the installation of our products caused by the customer, we may seek acceptance of the system and
warranty commencement after shipment and transfer of title, but prior to completion of installation. Revenue recorded as a result of these customer acceptances is reduced by an amount representing the
fair-value of installation services. In these instances, revenue is recorded only if the product has met product specifications prior to shipment and management deems that no significant
uncertainties as to product performance exist. The Company believes the change in accounting principle is preferable based on guidance provided in SEC Staff Accounting Bulletin No. 101 (SAB
101), "Revenue Recognition in Financial Statements." The cumulative effect of the change in
accounting principle, $18.9 million or $0.89 per share (diluted), was reported as a charge in the quarter ended March 31, 2000 in the accompanying consolidated statements of operations.

Costs
incurred for shipping and handling are included in cost of sales. Costs associated with sales incentives offered to employees and outside sales representation firms are recorded in
selling, general and administrative expense in the period when revenue is recognized.

48

---

The
cumulative effect of this change in accounting principle includes system revenue, cost of sale and certain expenses, including warranty and commission expenses, which will be
recognized when both installation and customer acceptance provisions are satisfied, subsequent to January 1, 2000.

The
Company generally recognizes revenue from spare parts sales upon shipment. The Company sells service contracts for which revenue is recognized ratably over the contract period. The
Company recognizes revenue from licensing and technology support agreements ratably over the contract period, or the estimated useful life of the licensed technologies, whichever is shorter.

Warranty

The Company generally warrants its products for a period of 12 months from the date of customer acceptance for material and labor to repair the product;
accordingly, a provision for the estimated cost of the warranty is recorded at the time revenue is recognized.

Research, development, and engineering expenses

The Company is actively engaged in basic technology and applied research programs designed to develop new products and product applications. In addition,
substantial ongoing product and process improvement engineering and support programs relating to existing products are conducted within engineering departments and elsewhere. Research, development and
engineering costs are charged to operations as incurred.

Impact of recently issued accounting standards and SEC Staff Accounting Bulletins

In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets ("SFAS 144"), which
superseded SFAS No. 121, Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to Be Disposed of ("SFAS 121"). Although retaining many of
the fundamental recognition and measurement provisions of SFAS 121, the new rules significantly change the criteria that would have to be met to classify an asset as
held-for-sale. The statement also supersedes certain provisions of Accounting Principles Board Opinion No. 30, Reporting the Results of OperationsReporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, and requires expected future operating losses from discontinued
operations to be displayed in discontinued operations in the period or periods in which the losses are incurred rather than as of the measurement date, as previously required. The Company adopted
SFAS 144 on January 1, 2002. The adoption of SFAS 144 did not have a material impact on the Company's consolidated financial position, results of operations or cash flows for the
year ended December 31, 2002.

In
July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities ("SFAS 146"). SFAS 146 requires that a liability
for costs associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred. SFAS 146 is effective for exit or disposal
activities that are initiated after December 31, 2002. SFAS addresses costs associated with restructuring activities that are currently accounted for under Emerging Issues Task Force ("EITF")
Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring). The scope
of SFAS 146 also covers termination benefits that employees who are involuntarily terminated receive under the terms of a one-time benefit arrangement, costs related to terminating
a contract that is not a capital lease and costs to consolidate facilities. SFAS 146 is effective for exit or disposal

49

---

activities that are initiated after December 31, 2002. The Company does not expect the adoption of SFAS 146 to have a material impact on its operating results or financial position.

On
December 31, 2002, the FASB issued Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based CompensationTransition and
Disclosure"(SFAS 148). SFAS 148 amends FASB Statement No. 123, "Accounting for Stock-Based Compensation", to provide alternative
methods of transition to the fair value method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure provisions of Statement 123 to require disclosure
in the summary of significant accounting policies of the effects of an entity's accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in
annual and interim financial statements. SFAS 148 is effective for fiscal years ending after December 15, 2002, with earlier application permitted. The Company does not expect the
adoption of SFAS 148 to have a material impact on its operating results or financial position.

In
November 2002, the FASB issued FASB Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others ("FIN 45"). FIN 45 requires that upon issuance of a guarantee, the guarantor must recognize a liability for the fair
value of the obligation it assumes under that guarantee. The disclosure provisions of FIN 45 are effective for financial statements of interim or annual periods that end after December 15,
2002. The Company has determined that the requirements of FIN 45 apply to its accrued warranty, and to certain guarantees given to its customers, both express and implied, relating to indemnification
of potential lawsuits and latent product defects. The Company has complied with the disclosure provisions of FIN 45 as of December 31, 2002. The provisions for initial recognition and
measurement are effective on a prospective basis for guarantees that are issued or modified after December 31, 2002, irrespective of a guarantor's year-end. The Company has not yet
determined the impact of the adoption of the recognition requirements criteria of FIN 45 on its results of operations or financial position.

In
January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"). FIN 46 requires a variable interest entity to be
consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns
or both. FIN 46 applies to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise holds a variable interest that it acquired before
February 1, 2003. The Company has not yet determined the impact of the adoption of FIN 46 on its results of operations or financial position.

In
November 2002, the Emerging Task Force issued EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables". EITF 00-21 addresses how to
account for arrangements that may involve delivery or performance of multiple products, services and/or rights to use assets, and when and, if so, how an arrangement involving multiple deliverables
should be divided into separate units of accounting. It does not change otherwise applicable revenue recognition criteria. It applies to arrangements entered into in fiscal periods beginning after
June 15, 2003, with early adoption permitted. The Company has not yet determined the impact of the adoption of EITF 00-21 on its results of operations or financial position.

Stock-based compensation

At December 31, 2002, the Company had several stock-based employee compensation plans, which are described more fully in Note 14. The Company
accounts for these plans under the intrinsic value method. No stock-based employee compensation cost is reflected in net income, as all options granted

50

---

under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition method.

|In thousands, except per share amounts                                                                                               |  | 2002 |         | 2001 |   | 2000    |  
|------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ------- | ---- | - | ------- | -
|Net loss as reported                                                                                                                 |  | $    | (25,382 | )    | $ | (17,844 | )
|Total stock-based employee compensation expense, determined under fair value based method for all awards, net of related tax effects |  | $    | 9,623   |      | $ | 7,598   |  
|Pro forma net loss                                                                                                                   |  | $    | (35,592 | )    | $ | (25,442 | )
|Net loss per sharebasic, as reported                                                                                                |  | $    | (1.12   | )    | $ | (0.81   | )
|Pro forma net loss per sharebasic                                                                                                   |  | $    | (1.62   | )    | $ | (1.17   | )
|Net loss per sharediluted, as reported                                                                                              |  | $    | (1.12   | )    | $ | (0.81   | )
|Pro forma net loss per share  diluted                                                                                               |  | $    | (1.62   | )    | $ | (1.17   | )

4.    BASIC AND DILUTED NET LOSS PER SHARE

The following sets forth the computation of basic and diluted net income (loss) per share:

|                           |                                                                                                              | Years Ended December 31, |  
|-------------------------- | ------------------------------------------------------------------------------------------------------------ | ------------------------ | -
|
|
|Numerator:                 |                                                                                                              |                          |  
|                           | Income (loss) before cumulative effect of a change in accounting principle                                   |                          | $
|                           | Cumulative effect on prior years of the application of SAB 101 "Revenue Recognition in Financial Statements" |                          |  
|                           |                                                                                                              |                          |  
|                           | Net loss                                                                                                     |                          | $
|                           |                                                                                                              |                          |  
|Denominator:               |                                                                                                              |                          |  
|                           | Denominator for earnings per sharebasic                                                                     |                          |  
|                           | Effect of dilutive Employee Stock Options                                                                    |                          |  
|                           |                                                                                                              |                          |  
|                           | Denominator for earnings per sharediluted                                                                   |                          |  
|                           |                                                                                                              |                          |  
|Net loss per sharebasic   |                                                                                                              |                          |  
|                           | Income (loss) before cumulative effect of a change in accounting principle                                   |                          | $
|                           |                                                                                                              |                          |  
|                           | Cumulative effect on prior years of the application of SAB 101 "Revenue Recognition in Financial Statements" |                          |  
|                           |                                                                                                              |                          |  
|                           | Net loss                                                                                                     |                          | $
|                           |                                                                                                              |                          |  
|Net loss per sharediluted |                                                                                                              |                          |  
|                           | Income (loss) before cumulative effect of a change in accounting principle                                   |                          | $
|                           |                                                                                                              |                          |  
|                           | Cumulative effect on prior years of the application of SAB 101 "Revenue Recognition in Financial Statements" |                          |  
|                           |                                                                                                              |                          |  
|                           | Net loss                                                                                                     |                          | $
|                           |                                                                                                              |                          |  

51

---



For the year ended December 31, 2002, options to purchase 4,505,000 shares of Common Stock at an average exercise price of $16.40 were excluded from the
computation of diluted net loss per share as the effect would have been anti-dilutive. This compares to the exclusion of 3,346,000 options at an average exercise price of $17.84 for the
year ended December 31, 2001 and 3,864,000 options at an average exercise price of $15.23 for the year ended December 31, 2000. Options are anti-dilutive when the Company has
a net loss or when the exercise price of the stock option is greater than the average market price of the Company's Common Stock.

In
January 2003, the Company issued additional options to purchase 732,000 shares of Common Stock at an exercise price of $11.36 per share.

5.    COMPREHENSIVE INCOME

Comprehensive income includes net income plus other comprehensive income. Other comprehensive income for the Company is comprised primarily of changes in
unrealized gains or losses on available-for-sale securities, net of tax. Accumulated other comprehensive income consists of:

December 31,In thousands:2002

2001Unrealized gains (losses) on:Available-for-sale investments

$
1,903

$
2,421Foreign exchange contracts


(19
)

65Accumulated other comprehensive income (loss) at end of year

$
1,884

$
2,486


6.    INVESTMENTS

The Company classified all of its investments as "available for sale" as of December 31, 2002 and 2001. Accordingly, the Company states its investments at
estimated fair value. Fair values are determined based on quoted market prices or pricing models using current market rates. The Company deems all investments to be available to meet current working
capital requirements.

The
following is a summary of the Company's investments:

|                                                                     |  | December 31, 2002 |         | December 31, 2001
|-------------------------------------------------------------------- |  | ----------------- | ------- | -----------------
|
|
|
|U.S. Treasury securities and obligations of U.S. government agencies |  | $                 | 25,405  |                  
|Obligations of states and political subdivisions                     |  |                   | 16,170  |                  
|U.S. corporate debt securities                                       |  |                   | 107,425 |                  
|Corporate equity securities                                          |  |                   | 35      |                  
|                                                                     |  |                   |         |                  
|                                                                     |  | $                 | 149,035 |                  
|                                                                     |  |                   |         |                  

52

---

The
following is a reconciliation of the Company's investments to the balance sheet classifications at December 31:

In thousands

2002

2001Cash equivalents

$
11,587

$
50,014Short-term investments


139,351


106,425Restricted investments





Investments, at estimated fair value

$
150,938

$
156,439


Gross
realized gains and losses were not material for the years ended December 31, 2002, 2001 and 2000.

The
gross amortized cost and estimated fair value of the Company's investments at December 31, 2002, by contractual maturity, are shown below. Expected maturities will differ from
contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.

In thousands

Gross
Amortized
Cost

Fair
ValueDue in one year or less

$
105,392

$
106,016Due after one year through five years


43,643


44,922$
149,035

$
150,938


53

---



7.    BALANCE SHEET DETAILS

|                                           |                                                  | December 31, |  
|------------------------------------------ | ------------------------------------------------ | ------------ | -
|
|
|Inventories:                               |                                                  |              |  
|                                           | Raw materials                                    |              | $
|                                           | Work-in-process                                  |              |  
|                                           | Finished products                                |              |  
|                                           |                                                  |              |  
|                                           |                                                  | Total        |  
|                                           |                                                  |              |  
|Equipment and leasehold improvements, net: |                                                  |              |  
|                                           | Machinery and equipment                          |              | $
|                                           | Leasehold Improvements                           |              |  
|                                           | Office equipment and furniture                   |              |  
|                                           |                                                  |              |  
|                                           |                                                  |              | $
|                                           | Accumulated depreciation and amortization        |              |  
|                                           |                                                  |              |  
|                                           |                                                  | Total        |  
|                                           |                                                  |              |  
|Accrued expenses:                          |                                                  |              |  
|                                           | Salaries and benefits                            |              | $
|                                           | Warranty reserves                                |              |  
|                                           | Reserve for losses on purchase order commitments |              |  
|                                           | Other                                            |              |  
|                                           |                                                  |              |  
|                                           |                                                  | Total        |  
|                                           |                                                  |              |  

Warranty reserves

The Company generally warrants its products for a period of 12 months from the date of customer acceptance for material and labor to repair the product;
accordingly, a provision for the estimated cost of the warranty is recorded at the time revenue is recognized. Extended warranty terms, if granted, result in deferral of revenue equating to the
Company's standard pricing for similar service contracts. The Company estimates the costs that may be incurred under its basic limited warranty and records a liability in the amount of such costs at
the time the product is shipped. Recognition of the related warranty cost is deferred until product revenue is recognized. Factors that affect the Company's warranty liability include the number of
installed units, historical and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as
necessary.

54

---

Changes
in the Company's product liability are as follows:

December 31,In thousands2002

2001Balance, beginning of the period

$
1,895

$
3,776Warranties issued during the period


2,268


3,800Settlements made during the period


(2,931
)

(5,716
)Changes in liability for pre-existing warranties during the period, including expirations


230


35Balance, end of the period

$
1,462

$
1,895


8.    NOTES PAYABLE

In September 2002, the Company entered into a line of credit agreement with a brokerage firm. Under the terms of this agreement, the Company may borrow
funds at a cost equal to the current Federal funds rate plus 100 basis points (2.25% as of December 31, 2002). Certain of the Company's cash, cash equivalents and short-term
investments secure borrowings outstanding under this facility. Funds are advanced to the Company under this facility based on pre-determined advance rates on the cash and securities held
by the Company in this brokerage account. This agreement has no set expiration date and there are no loan covenants, other than the aforementioned collateral requirement. As of December 31,
2002, $9.0 million was outstanding under this facility, with a related collateral requirement of approximately $12.9 of the Company's cash, cash equivalents and short-term
investments. Additionally, the Company had short-term borrowings of $0.8 million outstanding under other credit facilities.

9.    DEFERRED RENT

In 2002, in conjunction with a $3.2 million sale/leaseback transaction, the Company recorded a deferred rent credit equal to the excess of the sale
proceeds over the adjusted basis in the equipment sold.
During the three-year term of this agreement, the deferred rent credit will be amortized as an offset to rental expense. At December 31, 2002, credits of $0.7 million and
$1.1 million representing the short-term and long-term portions of deferred rent, respectively, were carried as liabilities on the Company's consolidated balance sheet.

As
part of the Company's review of its lease commitments, certain matters were identified related to prior financial reporting periods that necessitated the recording of additional
expenses. Such matters were related to (i) the extension of the Company's lease of its headquarters building in November 1999 and (ii) the lease of an additional building in
March 2000. Accordingly, for the three months ended December 31, 2002, the Company has recorded additional rent expense, net of related depreciation of (i) $1.2 million and
(ii) $0.5 million. The Company does not believe these amounts are material to the periods in which they should have been recorded, nor does it believe the prospective correction of such
amounts during the year ended December 31, 2002 is material to its consolidated operating results for such year. The impact on prior financial reporting periods would be as follows: net loss
for the three month periods ended September 30, 2002, June 30, 2002 and March 31, 2002 would be increased by $0.1 million ($0.01 per share); net loss for the year ended
December 31, 2001 would be increased by $0.6 million ($0.03 per share); net loss for the year ended December 31, 2000 would be increased by

55

---

$0.6 million ($0.03 per share): and net loss for the year ended December 31, 1999 would be increased by $0.1 million ($0.00 per share).

10.    COST OF DISCONTINUED PRODUCTS AND INVENTORY WRITEDOWN

As a direct result of worsening conditions in the semiconductor industry in particular, and the general economy as a whole, the Company discontinued or suspended
development of certain advanced reduction lithography programs, including 157nm, and discontinued certain 1X products and platforms. Additionally, the Company significantly reduced its revenue outlook
for 2003. As a result, the Company recognized inventory write-downs of $5.6 million and additional purchase order commitment reserves of $1.1 million for the year ended
December 31, 2002.

As
a result of dramatically worsening conditions in the semiconductor industry, heightened by the events of the terrorist attack on September 11, 2001, which further weakened the
U.S. and world economies, the Company decided to discontinue its XLS reduction stepper production and focus its efforts on developing next-generation platforms for its reduction
technologies, principally 157nm. As a result of this decision, the Company recognized inventory write-downs of $11.1 million for the year ended December 31, 2001.

11.    RESTRUCTURE OF OPERATIONS

In September 2002, in response to worsening conditions in the semiconductor industry in particular, and the general economy as a whole, the Company decided
to reduce its workforce by approximately 15% and to cease or suspend activities related to certain engineering and administrative initiatives. As a result of this decision, the Company recognized a
restructuring charge of $4.3 million, or $0.19 per share for the three-month period ended September 30, 2002. The Company reduced this charge by $0.2 million during the
three-month period ended December 31, 2002, primarily as a result of canceling its plans to exit a certain building and an adjustment of its international severance costs. Of the total net
charge for the year ended December 31, 2002 of $4.1 million, the cash component included employee severance costs of $0.9 million, contract termination fees of $0.2 million
and facility closure costs of $0.1 million. The non-cash component of this charge included $2.5 million of impairment to the carrying value of equipment and leasehold
improvements and $0.3 million of impairment to prepaid expenses and other current assets.

As
of December 31, 2002, the accrued but unpaid amount of these restructuring costs was $0.3 million. Cash components of accrued restructuring costs, and amounts charged
against the plan as of December 31, 2002, relative to the September 2002 restructure of operations, were as follows:

(in millions)

Beginning
Accrual
Balance

Expenditures

Adjustments

December 31,
2002Employee severance costs

$
1.0

$
(0.8
)
$
(0.1
)
$
0.1Facility closure costs


0.2





(0.1
)

0.1Other costs


0.2


(0.1
)




0.1Total

$
1.4

$
(0.9
)
$
(0.2
)
$
0.3


In
September 2001, the Company reached a decision to consolidate its manufacturing operations and eliminate approximately 20% of its workforce. As a result of this decision, the
Company recognized a restructuring charge of $12.0 million, or $0.54 per share (diluted) in the quarter ended

56

---

September 30, 2001. Additionally, the Company recognized restructuring charges of $0.3 million, or $0.01 per share (diluted) in the quarter ended December 31, 2001, primarily
related to employee severance costs of $0.6 million (from additional personnel actions) and higher fixed asset disposal costs of $0.4 million, partially offset by revised facility
closure and other cost estimates of $0.7 million. Of the full-year charge of $12.3 million, non-cash components included a $4.1 million impairment charge
for intangible assets related to the Company's XLS reduction product platform acquired in 1998 and a $1.5 million impairment charge for fixed assets disposed of in conjunction with the
consolidation of manufacturing facilities. The cash components of this charge included $4.0 million for estimated expenditures related to the closure of facilities, $2.5 million for
employee severance costs and $0.1 million of other restructuring costs. As of December 31, 2002, the amount of restructuring costs accrued but unpaid was $2.2 million.

Components
of accrued restructuring expenses and amounts charged against the plan as of December 31, 2002 were as follows:

|(in millions)            |  | Beginning
Accrual
Balance |     | Expenditures |   | Adjustments |   | December 31,
2001 |      | Expenditures |   | December 31,
2002
|------------------------ |  | ------------------------- | --- | ------------ | - | ----------- | - | ----------------- | ---- | ------------ | - | -----------------
|Facility closure costs   |  | $                         | 4.3 |              | $ | (0.8        | ) | $                 | (0.3 | )            | $ | 3.2              
|Employee severance costs |  |                           | 1.9 |              |   | (1.4        | ) |                   | 0.6  |              |   | 1.1              
|Other costs              |  |                           | 0.5 |              |   | (0.1        | ) |                   | (0.4 | )            |   |                 
|                         |  |                           |     |              |   |             |   |                   |      |              |   |                  
|Total                    |  | $                         | 6.7 |              | $ | (2.3        | ) | $                 | (0.1 | )            | $ | 4.3              
|                         |  |                           |     |              |   |             |   |                   |      |              |   |                  

12.    SHUTDOWN OF OPERATIONS

During the quarter ended June 30, 2000, the Company shut down the operations of its UltraBeam unit. As a direct result of this decision, the Company
recognized a charge in the quarter ended June 30, 2000 of $8.0 million, or $0.38 per share (diluted). During the quarter ended September 30, 2000, the Company recognized an
additional charge of $1.7 million, or $0.08 per share (diluted) primarily attributed to revised estimates of amounts to be realized upon the disposition of operating assets. Of the
full-year charge of $9.7 million, approximately $6.8 million related to the disposition of operating and capital assets, $0.4 million related to termination benefits
associated with the termination of 14 employees, $2.3 million related to facilities and other non-employee amounts paid for shutdown and $0.2 million related to other
liabilities. There were no significant revisions to the original termination provisions established by the Company. At December 31, 2002, there were no outstanding payables or accruals
associated with this charge.

13.    GAIN ON SALE OF LAND

In September 2000, the Company exercised an option it held to purchase 6.34 acres of undeveloped land it leased in San Jose, California and sold this
property to a third party. This transaction resulted in a net gain of $16.0 million before related income taxes, or $0.75 per share (diluted). In conjunction with this transaction, the Company
had collateralized a loan payable by the former owner to a third party with securities valued at $5.5 million. Upon completion of this transaction, the restriction on these securities was
removed.

57

---



14.    STOCK BASED COMPENSATION

1993 Stock Option Plan

Under the Company's 1993 Stock Option Plan, as amended, qualified employees, non-employee Board members and consultants may receive options to
purchase shares of Common Stock at 85% to 100% of fair value at certain specified dates. These options generally vest in equal monthly installments over a period of approximately four years, with a
minimum vesting period of twelve months from grant date, and generally expire ten years from date of grant. In 2002, the Company granted options with non-standard vesting periods that
allow vesting as early as twelve months from date of grant if certain performance targets are met, and defer any vesting until fifty months from date of grant if performance targets are not met. The
plan terminates on the earlier of February 28, 2011 or the date on which all shares available for issuance under the plan have been issued. The plan contains an automatic share increase feature
pursuant to which the share reserve will automatically increase on the first trading day in January of each calendar year, beginning with the 2002 calendar year and continuing through and including
calendar year 2006, by an amount equal to four percent (4%) of the total number of shares of Common Stock outstanding on the last trading day in December of the immediately preceding calendar year,
but in no event would such annual increase exceed 1.7 million shares, subject to adjustment in the event of certain changes to the Company's capital structure. Under the plan, approximately
676,000 options, 184,000 options and 603,000 options were available for issuance at December 31, 2002, 2001 and 2000, respectively.

1998 Supplemental Stock Option/Stock Issuance Plan

Under the Company's 1998 Supplemental Stock Option/Stock Issuance Plan, as amended, qualified employees may receive options to purchase shares of Common Stock at
100% or above of fair value at certain specified dates. These options generally vest in equal monthly installments over a period of approximately four years, with a minimum vesting period of twelve
months from grant date, and
generally expire ten years from date of grant. In 2002, the Company granted options with non-standard vesting periods that allow vesting as early as twelve months from date of grant if
certain performance targets are met, and defer any vesting until fifty months from date of grant if performance targets are not met. The plan will terminate on the earlier of October 19, 2008,
or the date on which all shares available for issuance under the plan have been issued. Under the plan, approximately 130,000 options, 218,000 options and 354,000 options were available for issuance
at December 31, 2002, 2001 and 2000, respectively.

A
summary of the Company's stock option activity, and related information follows:

|                           |  | 2002      |   | 2001 |       | 2000
|-------------------------- |  | --------- | - | ---- | ----- | ----
|
|Outstanding at January 1   |  | 3,346,280 |   | $    | 17.84 |     
|Granted                    |  | 1,850,050 |   | $    | 14.00 |     
|Exercised                  |  | (84,495   | ) | $    | 14.26 |     
|Forfeited                  |  | (606,438  | ) | $    | 17.33 |     
|                           |  |           |   |      |       |     
|Outstanding at December 31 |  | 4,505,397 |   | $    | 16.40 |     

58

---

At
December 31, 2002, options outstanding were as follows:

Options Outstanding

Options ExercisableRange of Exercise Prices

Options

Weighted-Average
Remaining
Contractual Life
(Years)

Weighted-Average
Exercise Price

Options

Weighted-Average
Exercise Price$
0.0500-$  8.4100

117,425

2.59

$
2.36

107,425

$
1.79$
10.8750-$13.3750

703,924

6.74

$
12.50

498,762

$
12.62$
13.4300-$14.8750

2,059,014

8.78

$
14.08

255,602

$
14.67$
14.9375-$17.5000

362,373

6.02

$
16.34

278,952

$
16.61$
17.6250-$19.7500

420,743

5.55

$
18.13

380,002

$
18.09$
20.0000-$33.6250

841,918

7.31

$
26.48

532,680

$
27.57$
0.0500-$33.6250

4,505,397

7.50

$
16.40

2,053,423

$
17.74


Employee Stock Purchase Plan

Under the provisions of the Company's Employee Stock Purchase Plan, virtually all employees may purchase Common Stock through payroll deductions at 85% of the
lower of the fair market value of the Common Stock on the first or last day of the offering period. Prior to February 2001, the offering period was twelve months, with one annual purchase date.
In February 2001, the Company commenced a plan that allows twenty-four month offering periods with semi-annual purchase dates. Under the Plan, approximately 317,000
shares and 409,000 shares of Common Stock were reserved and available for issuance at December 31, 2002 and 2001, respectively.

Accounting for stock-based compensation

The Company uses the intrinsic value method in accounting for employee stock-based compensation because, as discussed below, the fair value accounting method
requires use of option valuation models that were not developed for use in valuing employee stock options. Under the intrinsic value method no compensation expense is recognized because the exercise
price of the Company's employee stock options equals the market price of the underlying stock on the date of grant.

Pro
forma information regarding net income and net income per share is required as if the Company had accounted for its employee stock options (including purchase rights issued under the
Employee Stock Purchase Plan) under the fair value method. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that 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

59

---

fair value of its employee stock options. 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:

|                                                       |  | 2002 |   | 2001 |   | 2000 |  
|------------------------------------------------------ |  | ---- | - | ---- | - | ---- | -
|Expected life (in years): stock options                |  | 3.5  |   | 3.5  |   | 3.5  |  
|Expected life (in years): Employee Stock Purchase Plan |  | 1.0  |   | 1.0  |   | 1.0  |  
|Risk-free interest rate                                |  | 2.22 | % | 3.5  | % | 5.2  | %
|Volatility factor                                      |  | 0.73 |   | 0.61 |   | 0.57 |  
|Dividend yield                                         |  | 0    | % | 0    | % | 0    | %

The
weighted-average expected life of stock options is computed assuming a multiple-point approach with annual vesting periods. The weighted-average fair value per share of stock options
granted during 2002, 2001 and 2000 were $6.98, $12.09 and $6.18, respectively.

The
weighted average fair value of purchase rights granted under the Company's Employee Stock Purchase Plan during 2002, 2001 and 2000 were $5.24, $6.43 and $7.34, respectively.

For
purposes of pro forma disclosures, the estimated fair value of options granted is amortized to expense over the stock options' vesting period and the Employee Stock Purchase Plan's
six month purchase period. Stock option grants are divided into annual vesting periods, resulting in the recognition of approximately 50% of the total compensation expense of the grant in the first
year. Additionally, the potential tax benefit associated with the issuance of incentive stock options is not reflected until realized upon the disqualifying disposition of the shares. The Company's
pro forma information was disclosed in Note 1 to the consolidated financial statements.

15.    STOCKHOLDERS' EQUITY

Treasury Stock

In April 2000, the Company's Board of Directors authorized the purchase of up to 2,000,000 shares of the Company's Common Stock at prevailing market
prices. This authorization was rescinded in January 2003. In conjunction with this resolution, the Company purchased 475,000 shares of Common Stock at a cost of $6.9 million.

In
January 2003, the Company's Board of Directors authorized the purchase of up to 5 million shares of the Company's Common Stock at prevailing market prices.

Shareholder Rights Plan

The Company's Shareholder Rights Plan provides that Preferred Share Purchase Rights ("Rights") are attached at the rate of one Right on each outstanding share of
the Company's Common Stock held by stockholders. These rights expire on February 9, 2007.

The
Rights will be exercisable only if a person or group acquires 15% or more of the Company's Common Stock or announces a tender offer the consummation of which would result in
ownership by a person or group of 15% or more of the Company's Common Stock. Each Right will entitle
stockholders to buy one one-hundredth of a share of a new series of Junior Participating Preferred Stock at an exercise price of $145.00 upon certain events.

The
Rights are redeemable, in whole but not in part, at the option of the Board of Directors at $.01 per Right, at any time within 10 days of the date they become exercisable and
in certain other

60

---

circumstances and will not become exercisable in certain instances where the Company's Board of Directors approves a transaction. The Rights will not prevent a takeover of the Company, but are
designed to encourage anyone seeking to acquire the Company to negotiate with the Company's Board of Directors.

Shares
reserved for issuance under the plan were 350,000 at December 31, 2002.

16.    EMPLOYEE BENEFIT PLANS

Employee bonus plans

The Company currently sponsors a profit sharing plan and an executive incentive bonus plan that distribute employee awards based on the achievement of
predetermined operating income targets. The Company has not recognized expense under these various employee bonus plans for 2002, 2001 and 2000.

Employee savings and retirement plans

The Company sponsors a 401(k) employee salary deferral plan that allows voluntary contributions by all full-time employees of from 1% to 20% of their
pretax earnings. In 2001 and 2000, the Company's Board of Directors elected to provide Company matching of employee contributions up to a maximum of $2,000 per employee. In conjunction with this
benefit plan, the Company recognized $0.0 million, $0.7 million and $0.6 million of expense for the years ended December 31, 2002, 2001 and 2000, respectively.

The
Company sponsors an executive non-qualified deferred compensation plan (the "Plan") that allows qualifying executives to defer current cash compensation. At
December 31, 2002, Plan assets and
liabilities were approximately $0.4 million and $0.5 million, respectively, and are included in the Company's balance sheet under the captions "other assets" and "other liabilities." In
conjunction with this plan, the Company recognized $0.1 million of expense for the year ended December 31, 2002, and $0.0 million for the years ended December 31, 2001 and
2000.

17.    INCOME TAXES

The domestic and foreign components of income (loss) before income taxes and cumulative adjustments are as follows:

Years Ended December 31,In thousands2002

2001

2000Domestic

$
(30,950
)
$
(18,074
)
$
10,834Foreign


702


1,268


1,325Income (loss) before income taxes

$
(30,248
)
$
(16,806
)
$
12,159


61

---

Income
taxes included the following:

Years Ended December 31,In thousands2002

2001

2000Federal:Current

$
(4,985
)
$
(644
)
$
1,035Deferred





859


(859
)(4,985
)

215


176State:Current


(45
)

187


80Deferred








(45
)

187


80Foreign:Current


164


636


2,177Deferred








164


636


2,177Total income tax provision

$
(4,866
)
$
1,038

$
2,433


The
difference between the provision for income taxes and the amount computed by applying the U.S. federal statutory rate (35 percent) to income before income taxes is explained
below:

Years Ended December 31,In thousands2002

2001

2000Tax computed at statutory rate

$
(10,587
)
$
(5,882
)
$
4,256State income taxes, net of federal benefit


(29
)

122


52Foreign taxes


(82
)

192


1,713Non-taxable income








(6,609
)Tax exempt income








Credits for research and development








Tax settlements


(3,811
)




Losses not benefited


9,659


6,325


2,353Other, net


(16
)

281


668Income tax provision

$
(4,866
)
$
1,038

$
2,433


62

---

Significant
components of deferred income tax assets and liabilities are as follows:

In thousands

2002

2001Deferred tax assets:Net operating loss carryforwards

$
25,266

$
15,336Inventory valuation


6,073


6,987Bad debt reserve


123


203Basis difference in assets


8,839


Tax credit carryforwards


12,334


4,106Warranty reserves


539


727Deferred license income


3,305


9,643Deferred product and services income


2,223


295Other non-deductible accruals and reserves


5,311


6,162Total deferred tax assets


64,013


43,459Valuation allowance


(64,013
)

(43,459
)Net deferred tax assets

$


$
Total deferred tax liabilities

$


$
Net deferred tax assets

$


$



Based
upon the weight of available evidence, which includes the Company's historical operating performance and carry back potential, the Company has determined that a valuation allowance
continues to be necessary.

The
net valuation allowance increased by $20.6 million, $17.6 million and $3.2 million during the years ended December 31, 2002, 2001 and 2000, respectively.
Approximately $7.5 million of the valuation allowance as of December 31, 2002 is attributable to stock options, the benefit of which will be credited to paid-in capital when
realized.

As
of December 31, 2002, the Company had net operating loss carryforwards for federal and state tax purposes of $67.7 million and $31.7 million, respectively. The
Company also had federal research and development tax credit carryforwards of approximately $4.0 million. The federal and state net operating loss carryforwards will expire at various dates
beginning in year 2003 through 2022, if not utilized. The tax credit carryforwards will expire at various dates beginning in 2011 through 2022, if not utilized.

Utilization
of the Company's net operating loss and tax credits may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue
Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating losses and credits before utilization.

18.    COMMITMENTS AND CONTINGENCIES

The Company leases its facilities, and certain equipment under operating leases expiring through December 2015. Under certain of its leasing arrangements,
the Company is subject to letter of credit

63

---

requirements, escalation charges and also retains certain renewal options. As of December 31, 2002, the minimum annual rental commitments are as follows:

(in thousands)2003

$
4,9712004


4,8312005


4,8122006


4,1442007


4,267Thereafter


12,214$
35,239


Rent
expense was approximately $7.0 million, $5.4 million and $6.0 million for the years ended December 31, 2002, 2001 and 2000, respectively.

Under
terms of certain of the Company's leases, the Company is obligated to provide a $2.0 million bank letter of credit as security to the landlord. In January 2003, the
Company replaced its existing unsecured bank letter of credit with a facility restricting $2.0 million of the Company's cash and cash equivalents.

On
February 29, 2000, in the U.S. District Court of Virginia, the Company filed patent infringement lawsuits against Nikon, Canon and ASML. In April 2000, the Company
reached a settlement with Nikon and in September 2001, the Company reached a settlement with Canon. The litigation against ASML is ongoing. On October 12, 2001, the Company was sued in
the District Court in Massachusetts for alleged infringement of certain patents owned by Silicon Valley Group, Inc. ("SVG"), a company recently acquired by ASML. The Company is in the process
of defending against this claim and believes the claim is without merit.

19.    FINANCIAL GUARANTEES

The Company's off-balance sheet transactions consist of certain financial guarantees, both express and implied, related to product liability,
infringement of intellectual property and latent product defects. Other than liabilities recorded pursuant to known product defects, at December 31, 2002, the Company did not record a liability
associated with these guarantees, as the Company has little or no history of
costs associated with such indemnification requirements. Contingent liabilities associated with product liability may be mitigated by insurance coverage the Company maintains.

In
September 2002, the Company entered into a line of credit agreement with a brokerage firm. Certain of the Company's cash, cash equivalents and short-term
investments secure borrowings outstanding under this facility. Funds are advanced to the Company under this facility based on pre-determined advance rates on the cash and securities held
by the Company in this brokerage account. This agreement has no set expiration date.

During
2002, the Company received proceeds of $3.2 million in conjunction with a sale/leaseback transaction. To provide additional security to the lessor, the Company granted a
security interest in certain of its other equipment having a net book value of approximately $1.2 million at December 31, 2002. The term of this lease transaction ends June 2005.

64

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REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To
The Board Of Directors and Stockholders Of Ultratech Stepper, Inc.

We
have audited the accompanying consolidated balance sheets of Ultratech Stepper, Inc. as of December 31, 2002 and 2001, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2002. Our audits also included the financial statement schedule listed in the index at Item
15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Ultratech Stepper, Inc. at
December 31, 2002 and 2001, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, 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.

| |  | SIG
| |  | ---

San
Jose, California
January 17, 2003

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not
applicable.

65

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PART III

Certain information required by Part III is omitted from this Report in that the Registrant will file a definitive proxy statement within
120 days after the end of its fiscal year pursuant to Regulation 14A for its 2003 Annual Meeting of Stockholders to be held June 5, 2003 and the information included therein is
incorporated herein by reference as set forth below.

ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The
information concerning the Company's directors required by this Item is incorporated by reference from the Item captioned "Election of Directors" in the Company's Proxy Statement for
the 2003 Annual Meeting of Stockholders (the "Proxy Statement"). The information required by this Item relating to the Company's executive officers is included under the caption "Executive Officers of
the Registrant" in Part I of this Annual Report on Form 10-K.

ITEM 11.EXECUTIVE COMPENSATION

The
information required by this Item is incorporated by reference from the Item captioned "Executive Compensation" in the Proxy Statement.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The
information required by this Item is incorporated by reference from the Items captioned "Election of Directors," "Ownership of Securities" and "Equity Compensation Information for
Plans or Individual Arrangements with Employees and Non-Employees" in the Proxy Statement.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The
information required by this Item is incorporated by reference from the item captioned "Certain Relationships and Related Transactions" in the Proxy Statement.

ITEM 14.CONTROLS AND PROCEDURES

Based
on their evaluation, as of a date within 90 days of the filing of this Form 10-K, the Company's Chief Executive Officer and Chief Financial Officer have
concluded the Company's disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934) are effective. There have
been no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as
amended, is accumulated and communicated to management to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Management is further required
to apply judgement in evaluating the cost-benefit relationship of possible controls and procedures.

66

---



PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)    The
following documents are filed as part of this Report on Form 10-K



| |                                               |  | Page Number
| | --------------------------------------------- |  | -----------
| | Schedule II Valuation and Qualifying Accounts |  | S-1        



|Exhibit    |  | Description                                                                                                                                                                                                                                            
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1(1)     |  | Asset Purchase Agreement, dated March 8, 1993, among Registrant, General Signal Corporation and General Signal Technology Corporation.                                                                                                                 
|3.1(1)     |  | Amended and Restated Certificate of Incorporation of the Registrant, filed October 6, 1993.                                                                                                                                                            
|3.1.1(3)   |  | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, dated May 17, 1995.                                                                                                                                  
|3.1.2(7)   |  | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant, filed June 17, 1998.                                                                                                                              
|3.2(3)     |  | Bylaws of Registrant, as amended.                                                                                                                                                                                                                      
|3.2.1 (13) |  | Amendment to Bylaws of Registrant as amended.                                                                                                                                                                                                          
|4.5(1)     |  | Specimen Common Stock Certificate of Registrant.                                                                                                                                                                                                       
|4.6(5)     |  | Shareholder Rights Agreement between Registrant and the First National Bank of Boston, filed on February 11, 1997, as amended on March 18, 1998.                                                                                                       
|4.6.1(9)   |  | Second Amendment to Shareholder Rights Agreement dated February 11, 1997 between Registrant and BankBoston, N.A. (formerly known as the First National Bank of Boston) as of October 12, 1998, and Certification of
Compliance with Section 27 thereof.
|10.1(17)   |  | 1993 Stock Option/Stock Issuance Plan (Amended and Restated as of January 2, 2003).                                                                                                                                                                    
|10.42(1)   |  | Form of Indemnification Agreement entered into between the Registrant and each of its officers and directors.                                                                                                                                          
|10.43      |  | Form of Indemnification Agreement entered into between the Registrant and certain officers.                                                                                                                                                            
|10.5(1)    |  | Standard Industrial LeaseSingle Tenant, Full Net between The Equitable Life Assurance Society of the United States, as Landlord, and Registrant, as Tenant, dated August 27, 1993.                                                                    
|10.5.1     |  | First Amendment to Lease between The Equitable Life Assurance Society of the United States, as Landlord, and Registrant, as Tenant, dated November 1999.                                                                                               

67

---

|10.6(2)    |  | Profit Sharing Plan.                                                                                                                                                                                                                                                                                                                    
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.7(14)   |  | 1995 Employee Stock Purchase Plan (Amended and Restated as of October 17, 2000).                                                                                                                                                                                                                                                        
|10.8(15)   |  | 1998 Supplemental Stock Option/Stock Issuance Plan (Amended and Restated effective January 29, 2002).                                                                                                                                                                                                                                   
|10.9(11)   |  | Employment agreement between Registrant and Mr. Bruce R. Wright, Senior Vice President, Finance and Chief Financial Officer.                                                                                                                                                                                                            
|10.10(16)  |  | Brokerage Line of Credit Agreement with Donaldson, Lufkin & Jenrette, dated September 20, 2002.                                                                                                                                                                                                                                         
|10.11(6)   |  | Asset Purchase Agreement, dated May 19, 1998, by and among the Registrant, Ultratech Stepper East, Inc. (formerly known as Ultratech Acquisition Sub, Inc., formerly known as Ultratech Capital, Inc., formerly known as
Ultratech Stepper Capital, Inc.), Integrated Solutions, Inc., and Integrated Acquisition Corp.                 
|10.11.1(8) |  | Amendment to the Asset Purchase Agreement, dated May 19, 1998, by and among the Registrant, Ultratech Stepper East, Inc. (formerly known as Ultratech Acquisition Sub, Inc., formerly known as Ultratech Capital, Inc.,
formerly known as Ultratech Stepper Capital, Inc.), Integrated Solutions, Inc., and Integrated Acquisition Corp.
|10.12 (14) |  | Lease Agreement between Montague LLC, As Landlord, and Registrant, As Tenant dated November 22, 1999.                                                                                                                                                                                                                                   
|10.13 (14) |  | Lease Agreement between Judith Ann Spinelli, as lessor, and Registrant, as lessee dated December 28th, 1999, regarding the leased building premises known as 16 Jonspin Road, Wilmington,
Massachusetts.                                                                                                                                
|21         |  | Subsidiaries of Registrant.                                                                                                                                                                                                                                                                                                             
|23         |  | Consent of Ernst & Young LLP, Independent Auditors.                                                                                                                                                                                                                                                                                     
|24         |  | Power of Attorney (contained in Signature page hereto).                                                                                                                                                                                                                                                                                 
|99.1       |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                         

---

68

---



69

---





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunder duly authorized.

| |  | ULTRATECH STEPPER, INC. |                                                                                                      | 
| |  | ----------------------- | ---------------------------------------------------------------------------------------------------- | 
| |  | By:                     | /s/ARTHUR ZAFIROPOULOArthur Zafiropoulo Chairman of the Board,
Chief Executive Officer
and President | 

The
undersigned directors and officers of Ultratech Stepper, Inc. (the "Company"), a Delaware corporation, hereby constitute and appoint Arthur W. Zafiropoulo and Bruce R. Wright,
and each of them with full power to act without the other, the undersigned's true and lawful attorney-in-fact, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead in the undersigned's capacity as an officer and/or director of the Company, to execute in the name and on behalf of the undersigned this
Report and to file such Report, with exhibits thereto and other documents in connection therewith and any and all amendments thereto, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done and to take any other action of
any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the
undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below (and the above Powers of Attorney granted) by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

|Signature                               |  | Title                                                                                                              |  | Date          
|--------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------ |  | --------------
|                                        |  |                                                                                                                    |  |               
|/s/ARTHUR ZAFIROPOULOArthur Zafiropoulo |  | Chairman of the Board of Directors, Chief Executive Officer (Principal Executive Officer) and President            |  | March 26, 2003
|/s/BRUCE WRIGHTBruce Wright             |  | Senior Vice President, Finance, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) |  | March 26, 2003
|/s/KENNETH LEVYKenneth Levy             |  | Director                                                                                                           |  | March 26, 2003
|                                        |  |                                                                                                                    |  |               

70

---

|/s/GREGORY HARRISONGregory Harrison       |  | Director |  | March 26, 2003
|----------------------------------------- |  | -------- |  | --------------
|/s/RICK TIMMINSRick Timmins               |  | Director |  | March 26, 2003
|/s/THOMAS D. GEORGEThomas D. George       |  | Director |  | March 26, 2003
|/s/JOEL GEMUNDERJoel Gemunder             |  | Director |  | March 26, 2003
|/s/NICHOLAS KONIDARISNicholas Konidaris   |  | Director |  | March 26, 2003
|/s/VINCENT F. SOLLITTOVincent F. Sollitto |  | Director |  | March 26, 2003

71

---



CERTIFICATIONS

I, Arthur Zafiropoulo, certify that:

1.    I
have reviewed this annual report on Form 10-K of Ultratech Stepper, Inc.;

2.    Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.    The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



5.    The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent function):



6.    The
registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses.

|Date: March 26, 2003 |  | /s/ARTHUR ZAFIROPOULOArthur Zafiropoulo
Chief Executive Officer
|-------------------- |  | ---------------------------------------------------------------

72

---

I,
Bruce Wright, certify that:

1.    I
have reviewed this annual report on Form 10-K of Ultratech Stepper, Inc.;

2.    Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.    The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



5.    The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent function):



6.    The
registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other
factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date: March 26, 2003 |  | /s/BRUCE WRIGHTBruce Wright
Chief Financial Officer
|-------------------- |  | ---------------------------------------------------

73

---



SCHEDULE II

ULTRATECH STEPPER, INC.  VALUATION AND QUALIFYING ACCOUNTS  (in thousands)

|Description                     |                              | Balance at
Beginning
of Period |       | Charged to
Costs and
Expenses |       | Charged to
Other
Accounts |   | Deductions
(1) |      | Balance at
End of
Period
|------------------------------- | ---------------------------- | ------------------------------ | ----- | ----------------------------- | ----- | ------------------------- | - | -------------- | ---- | ------------------------
|Allowance for doubtful accounts |                              |                                |       |                               |       |                           |   |                |      |                         
|                                | Year ended December 31, 2000 |                                |       |                               |       |                           |   |                |      |                         
|                                |                              | Trade accounts receivable      |       | $                             | 2,046 |                           | $ | (446           | )    | $                       
|                                |                              | Leases receivable              |       |                               | 4,293 |                           |   | 237            |      |                         
|                                |                              |                                |       |                               |       |                           |   |                |      |                         
|                                |                              | $                              | 6,339 |                               | $     | (209                      | ) | $              | (534 | )                       
|                                |                              |                                |       |                               |       |                           |   |                |      |                         
|                                | Year ended December 31, 2001 |                                |       |                               |       |                           |   |                |      |                         
|                                |                              | Trade accounts receivable      |       | $                             | 327   |                           | $ | 216            |      | $                       
|                                |                              | Leases receivable              |       |                               |      |                           |   |               |      |                         
|                                |                              |                                |       |                               |       |                           |   |                |      |                         
|                                |                              | $                              | 327   |                               | $     | 216                       |   | $              |     |                         
|                                |                              |                                |       |                               |       |                           |   |                |      |                         
|                                | Year ended December 31, 2002 |                                |       |                               |       |                           |   |                |      |                         
|                                |                              | Trade accounts receivable      |       | $                             | 540   |                           | $ | (213           | )    | $                       
|                                |                              | Leases receivable              |       |                               |      |                           |   |               |      |                         
|                                |                              |                                |       |                               |       |                           |   |                |      |                         
|                                |                              | $                              | 540   |                               | $     | (213                      | ) | $              |     |                         
|                                |                              |                                |       |                               |       |                           |   |                |      |                         

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