FORM 6-K

SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 ~~under~~of

the Securities Exchange Act of 1934

For the month of ~~September 2003~~March 2004

PFEIFFER VACUUM TECHNOLOGY AG
(Translation of registrant’s name into English)

Berliner Strasse 43
D-35614 Asslar
Federal Republic of Germany
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of form 20-F or Form 40-F.

Form 20-F x þ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1):

Yes o No x þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (7):

Yes o No x þ

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x þ

If “Yes” is marked, indicate below the file number assigned to the ~~registrant~~ registrant in connection with Rule 12g3-2(b): 82-~~___________~~

~~TABLE~~PFEIFFER OFVACUUM ~~CONTENTS~~TECHNOLOGY AG

CONSOLIDATED STATEMENT OF INCOME
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
	Basis of Presentation
	Business Overview
	Listing
	New U.S. Legislation
	Controls and Procedures
	Auditors
	Management Board
	Adoption of New Accounting Rules
	Inventories
	Stock-Based Compensation — Convertible Bonds
		Employee Participation Program, Term: 2000 through 2005
		Employee Participation Program, Term: 2002 through 2007
		Accounting for Stock Based Compensation
	Derivatives and Hedging Transactions
	Earnings per Ordinary and Diluted Share and ADR
	Share Ownership
	Employees
	Goodwill
	Segment Information
	Income Tax Expense
	Acquisition
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIGNATURES
CERTIFICATION

Table of Contents

		Page		~~Page~~
Consolidated Statements of Income for the periods ended September 30, 2003 and September 30, 2002					3
Consolidated Statements of Income for the periods ended March 31, 2004 and March 31, 2003			3
Consolidated Balance Sheets at September 30, 2003 and December 31, 2002					4
Consolidated Balance Sheets at March 31, 2004 and December 31, 2003			4
Consolidated Statements of Shareholders’ Equity for the periods ended September 30, 2003, and December 31, 2002 and 2001					5
Consolidated Statements of Shareholders’ Equity for the periods ended March 31, 2004 and December 31, 2003			5
Consolidated Statements of Cash Flows for the periods ended September 30, 2003 and September 30, 2002					6
Consolidated Statements of Cash Flows for the periods ended March 31, 2004 and March 31, 2003			6
Notes to the Consolidated Financial Statements			7		7
Basis of Presentation	~~Basis of Presentation~~		7		7
Business Overview	~~Business Overview~~		7		7
	Listing				7
New U.S. Legislation and Accounting Rules			7
	New U.S. Legislation				8
Management Board			8
	Controls and Procedures				8
Inventories			8
	Auditors				9
Stock-Based Compensation — Convertible Bonds			8
	Management Board				9
Employee Participation-Program, Term: 2000 through 2005			9
	Adoption of New Accounting Rules				9
Employee Participation-Program, Term: 2002 through 2007			9
	Inventories				10
Accounting for Stock-Based Compensation			10
	Stock-Based Compensation — Convertible Bonds				10
Earnings per Ordinary and Diluted Share and ADR			11
		Employee Participation-Program, Term: 2000 through 2005			10
Share Ownership			11
		Employee Participation-Program, Term: 2002 through 2007			11
Employees			12
		Accounting for Stock-Based Compensation			12
Pension-Plans			12
	Derivative and Hedging Transactions				12
Warranty			13
	Earnings per Ordinary and Diluted Share and ADR				13
Segment Information			13
	Share Ownership				14
Income Tax Expense			14
	Employees				14
Management’s Discussion and Analyses of Financial Condition and Results of Operations			15
	Goodwill				15
Signatures			18
	Segment Information				15
	Income Tax Expense				16
	Acquisition				16
Management’s Discussion and Analyses of Financial Condition and Results of Operations					17
Signatures					24
Certification					25

PFEIFFER VACUUM TECHNOLOGY AG ~~CONSOLIDATED STATEMENT OF INCOME~~ ~~(in thousands other than per share amounts) (unaudited)~~

	Three months ended						Nine months ended
	September 30,						September 30,
	2003			2002			2003			2002
	€			€			€			€
Net sales		35,639			37,356			102,276			110,853
Cost of sales		(20,140	)		(20,483	)		(58,511	)		(60,856	)
Gross profit		15,499			16,873			43,765			49,997
Selling and marketing expenses		(4,775	)		(5,987	)		(15,131	)		(17,336	)
General and administrative expenses		(2,739	)		(2,949	)		(9,006	)		(8,631	)
Research and development expenses		(1,991	)		(2,497	)		(6,797	)		(7,540	)
Depreciation		(960	)		(1,195	)		(3,057	)		(3,551	)
Operating profit		5,034			4,245			9,774			12,939
Interest expense		(6	)		(120	)		(206	)		(345	)
Interest income		336			588			1,186			1,485
Foreign exchange gain		424			380			1,834			179
Income before taxes		5,788			5,093			12,588			14,258
Income taxes		(2,720	)		(1,987	)		(5,916	)		(5,561	)
Net income		3,068			3,106			6,672			8,697
Net income per ordinary share and ADR (in €):
Basic		0.35			0.35			0.76			0.99
Diluted		0.35			0.35			0.76			0.99

CONSOLIDATED STATEMENT OF INCOME
(in thousands other than per share amounts)
(unaudited)

See notes to the consolidated financial statements.


	Three months ended
	March 31,
	2004			2003
	€			€
Net sales		39,040			35,138
Cost of sales		(21,729	)		(20,431	)

Gross profit		17,311			14,707
Selling and marketing expenses		(4,779	)		(5,544	)
General and administrative expenses		(3,806	)		(3,344	)
Research and development expenses		(2,269	)		(2,427	)

Operating profit		6,457			3,392
Interest expense		(14	)		(110	)
Interest income		75			417
Foreign exchange gain		491			495

Income before taxes		7,009			4,194
Income taxes		(2,846	)		(1,468	)

Net income		4,163			2,726

Net income per ordinary share and ADR (in €):
Basic		0.48			0.31

Diluted		0.48			0.31

See accompanying notes to the consolidated financial statements.

PFEIFFER VACUUM TECHNOLOGY AG ~~CONSOLIDATED BALANCE SHEETS~~ ~~(in thousands, unaudited)~~

	September 30,			December 31,
	2003			2002
	€			€
ASSETS
Cash and cash equivalents		68,890			72,264
Trade accounts receivable — net		20,941			21,937
Other accounts receivable		1,496			3,164
Inventories — net		22,782			22,403
Prepaid expenses		537			562
Deferred tax assets — net		845			775
Other current assets		738			713
TOTAL CURRENT ASSETS		116,229			121,818
Property, plant and equipment — net		25,932			28,434
Deferred tax assets — net		2,609			2,731
Goodwill		1,037			1,037
Other assets		1,488			1,476
TOTAL LONG-TERM ASSETS		31,066			33,678
TOTAL ASSETS		147,295			155,496
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current portion of long-term debt		—			1,291
Trade accounts payable		8,137			5,752
Accrued other liabilities		8,074			9,188
Income tax liabilities		2,555			2,317
Customer deposits		1,295			1,938
TOTAL CURRENT LIABILITIES		20,061			20,486
Long-term debt		—			7,746
Convertible bonds		845			1,011
Accrued pension		35,806			33,615
Minority interests		—			130
TOTAL LONG-TERM LIABILITIES		36,651			42,502
SHAREHOLDERS’ EQUITY
Share capital (8,715,464 shares authorized, issued and outstanding at September 30, 2003 and 8,790,600 at December 31, 2002, respectively)		22,504			22,504
Additional paid-in-capital		2,821			2,821
Treasury stock		(1,792	)		—
Retained earnings		67,639			65,870
Accumulated other comprehensive income (loss)		(589	)		1,313
TOTAL SHAREHOLDERS’ EQUITY		90,583			92,508
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		147,295			155,496

CONSOLIDATED BALANCE SHEETS
(in thousands, unaudited)

See accompanying notes to consolidated financial statements.


	March 31,			December 31,
	2004			2003
	€			€
ASSETS
Cash and cash equivalents		34,383			29,432
Trade accounts receivable — net		24,128			22,224
Other accounts receivable		1,895			2,125
Inventories — net		22,825			20,360
Prepaid expenses		648			593
Deferred tax assets — net		1,037			1,016
Other current assets		525			920

TOTAL CURRENT ASSETS		85,441			76,670

Property, plant and equipment — net		25,137			25,734
Note receivable		9,000			9,000
Deferred tax assets — net		3,344			3,323
Goodwill		1,037			1,037
Prepaid pension cost		2,819			2,819
Other assets		1,229			1,197

TOTAL LONG-TERM ASSETS		42,566			43,110

TOTAL ASSETS		128,007			119,780

LIABILITIES AND SHAREHOLDERS’ EQUITY
Trade accounts payable		4,535			4,153
Accrued other liabilities		8,586			8,758
Income tax liabilities		7,620			6,643
Customer deposits		1,217			1,051
Other payables		4,030			2,252

TOTAL CURRENT LIABILITIES		25,988			22,857

Convertible bonds		845			845
Accrued pension		1,523			1,041

TOTAL LONG-TERM LIABILITIES		2,368			1,886

SHAREHOLDERS’ EQUITY
Share capital (13,459,350 no par value ordinary shares authorized, 8,790,600 issued and 8,690,524 outstanding at March 31, 2004)		22,504			22,504
Additional paid-in capital		2,821			2,821
Treasury stock, at cost (100,076 ordinary shares)		(2,438	)		(2,438	)
Retained earnings		77,876			73,713
Accumulated other comprehensive income (loss)		(1,112	)		(1,563	)

TOTAL SHAREHOLDERS’ EQUITY		99,651			95,037

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		128,007			119,780

See accompanying notes to the consolidated financial statements.

PFEIFFER VACUUM TECHNOLOGY AG ~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY~~ ~~(in thousands, unaudited)~~

								Accumulated other
								comprehensive income (loss)
			Additional					Minimum			Cumulative			Unrealized			Share			Total
	Share		paid-in		Retained			pension			translation			gain/(loss)			buy back			shareholders’
	capital		capital		earnings			liability			adjustment			on hedges			Program			equity
	€		€		€			€			€			€			€			€
Balance at January 1, 2001		22,065		2,184		38,706			(19	)		3,540			631			—			67,107
Dividends paid						(4,319	)														(4,319	)
Bonds converted		439		637																	1,076
Net income						18,871															18,871
Components of other comprehensive income (loss)									19			1,088			(440	)					667
Comprehensive income																					19,538
Balance at December 31, 2001		22,504		2,821		53,258			—			4,628			191			—			83,402
Dividends paid						(4,923	)														(4,923	)
Net income						17,535															17,535
Components of other comprehensive income (loss)									(656	)		(3,068	)		218						(3,506	)
Comprehensive income																					14,029
Balance at December 31, 2002		22,504		2,821		65,870			(656	)		1,560			409			—			92,508
Dividends paid						(4,903	)														(4,903	)
Share buy back																		(1,792	)		(1,792	)
Net income nine months of 2003						6,672															6,672
Components of other comprehensive income (loss)												(1,936	)		34						(1,902	)
Comprehensive income																					4,770
Balance at September 30, 2003		22,504		2,821		67,639			(656	)		(376	)		443			(1,792	)		90,583

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

See accompanying notes to consolidated financial statements.

Accumulated Other Comprehensive Income

Additional

Minimum

Cumulative

Unrealized

Total

Share

paid-in

Retained

pension

translation

gain/(loss) on

Treasury

shareholders’

capital

earnings

liability

adjustment

hedges

stock

equity

(€ in thousands)

Balance at January 1, 2003

22,504

2,821

65,870

(656

)

1,560

409

—

92,508

Dividends paid

(4,903

)

(4,903

)

Acquisition of Treasury stock

(2,438

)

(2,438

)

Net income

12,746

Components of other comprehensive income — net of tax of €(305) —

592

(3,609

)

141

(2,876

)

Total comprehensive income

9,870

Balance at December 31, 2003

22,504

2,821

73,713

(64

)

(2,049

)

550

(2,438

)

95,037

Subtotal accumulated other comprehensive loss

(1,563

)

Net income

4,163

Components of other comprehensive income — net of tax of €(154) —

682

(231

)

451

Total comprehensive income

4,614

Balance at March 31, 2004

22,504

2,821

77,876

(64

)

(1,367

)

319

(2,438

)

99,651

Subtotal accumulated other comprehensive loss

(1,112

)

See accompanying notes to the consolidated financial statements.

PFEIFFER VACUUM TECHNOLOGY AG ~~CONSOLIDATED STATEMENT OF CASH FLOWS~~ ~~(in thousands, unaudited)~~

		Nine months ended September 30,
		2003			2002
		€			€
Cash flow from operating activities:
Net income			6,672			8,697
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation		3,057			3,551
	Gain on disposal of fixed assets		(98	)		(18	)
	Provision for doubtful accounts		574			509
Effects of changes in assets and liabilities:
	Trade accounts receivable		422			856
	Other accounts receivable		1,668			(901	)
	Inventories		(379	)		(1,773	)
	Prepaid expenses		25			521
	Other current assets		(95	)		(218	)
	Other long-term assets		(43	)		243
	Accrued pension liabilities		2,191			2,170
	Accounts payable trade		2,385			(453	)
	Income tax liabilities		238			(1,985	)
	Accrued other liabilities		(1,114	)		(117	)
	Customer deposits		(643	)		(381	)
Net cash provided by operating activities			14,860			10,701
Cash flow from investing activities:
	Proceeds from disposal of fixed assets		170			159
	Capital expenditures		(627	)		(2,106	)
	Purchase of business assets		—			(2,403	)
	Minority interests		(130	)		—
Net cash used in investing activities			(587	)		(4,350	)
Cash flow from financing activities:
	Dividend payment		(4,903	)		(4,923	)
	Repayment of loan		(9,037	)		(1,291	)
	Share buy back		(1,792	)		—
	Bonds payable converted — issuance/(repayments)		(13	)		90
Net cash used in financing activities			(15,745	)		(6,124	)
Foreign currency translation and other comprehensive income adjustments			(1,902	)		(857	)
Net decrease in cash and cash equivalents			(3,374	)		(630	)
Cash and cash equivalents at beginning of year			72,264			65,035
Cash and cash equivalents at end of period			68,890			64,405
Non-cash transactions:
	Convertible bonds and employee loans		(153	)		499

CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands, unaudited)


	Three months ended
	March 31,
	2004			2003
	€			€
Cash flow from operating activities:
Net income		4,163			2,726
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		871			1,049
Gain on disposal of fixed assets		(30	)		(39	)
Change in deferred taxes		22			2
Provision for doubtful accounts		382			125
Effects of changes in operating assets and liabilities:
Trade accounts receivable		(2,074	)		71
Other accounts receivable		247			19
Inventories		(2,360	)		736
Prepaid expenses		(48	)		(254	)
Other current assets		119			(27	)
Other long-term assets		3			(60	)
Accrued pension liabilities		462			797
Accounts payable trade		377			802
Income tax liabilities		964			(430	)
Accrued other liabilities		(222	)		(672	)
Customer deposits		164			(879	)
Other payables		1,752			1,429

Net cash provided by operating activities		4,792			5,395
Cash flow used in investing activities:
Proceeds from disposal of fixed assets		41			76
Capital expenditures		(285	)		(130	)

Net cash used in investing activities		(244	)		(54	)
Cash flow used in financing activities:
Repayment of long-term debt		—			(645	)
Repayments of bonds payable		—			(13	)

Net cash used in financing activities		—			(658	)
Effects of foreign exchange rate changes on cash and cash equivalents		403			(508	)

Net decrease in cash and cash equivalents		4,951			4,175
Cash and cash equivalents at beginning of year		29,432			72,264

Cash and cash equivalents at end of period		34,383			76,439

Non-cash transactions:
Repayments of convertible bonds		—			(25	)

See notes to the consolidated financial statements.

PFEIFFER VACUUM TECHNOLOGY AG ~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~ ~~(UNAUDITED)~~

~~September 30,~~NOTES ~~2003~~TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2004

Basis of Presentation

The accompanying unaudited consolidated financial statements of Pfeiffer Vacuum Technology AG and its subsidiaries (herein called “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. ~~Accordingly, they~~They do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations have been included. Operating results for the three ~~and~~months ~~nine month periods~~ ended ~~September 30~~ March, ~~2003~~31 2004 are not necessarily indicative of the results that may be expected for the year ended December 31, ~~2003~~ 2004. All amounts in the accompanying unaudited consolidated financial statements are presented in euros (“€”). For further information, refer to the consolidated financial statements and footnotes thereto included in the Pfeiffer Vacuum Technology AG annual report on Form 20-F for the year ended December 31, ~~2002~~2003.

The presentation of certain prior year information has been reclassified to conform to the current year presentation.

Business Overview

~~The~~Pfeiffer ~~Company~~Vacuum ~~develops,~~is ~~manufactures,~~a ~~sells~~full-line ~~and~~manufacturer ~~services~~in athe ~~broad~~vacuum ~~range of~~technology ~~turbomolecular~~business ~~pumps,~~offering ~~backing~~solutions ~~pumps,~~for ~~such~~a asvariety ~~rotary~~of ~~vane,~~customer ~~Roots~~applications ~~and~~relating ~~dry pumps,~~to ~~complete~~the ~~pumping stations~~generation, ascontrol ~~well~~and asmeasurement ~~customized~~of vacuum ~~systems~~. ~~Its~~The ~~product~~products developed and ~~portfolio~~manufactured ~~also~~at ~~includes~~the ~~digital~~main ~~pressure~~production ~~gauges,~~facility ~~complementary~~in ~~vacuum~~Germany include turbomolecular ~~components~~pumps, ~~and~~a ~~vacuum~~range ~~instruments~~of backing pumps, such as ~~well~~rotary asvane, ~~components~~Roots and ~~systems~~dry ~~for the~~pumps, ~~production~~complete ofpumping ~~pre-recorded~~stations, ~~and~~as ~~re-writable~~well ~~DVDs~~as customized vacuum systems.

Pfeiffer ~~possesses~~Vacuum adistributes ~~global~~its ~~sales~~products ~~and~~through ~~service~~a network, ~~comprising~~of its own sales offices, and subsidiaries, ~~and~~as ~~exclusive~~well as independent marketing agents. Moreover, there are also service support ~~points~~centers in ~~all~~most major industrial locations throughout the world. The Company’s primary markets are located in Europe, the United States and Asia.

~~Listing~~New U.S. Legislation and Accounting Rules

~~Since~~As ~~July 16,~~a ~~1996~~result of the Company’s ~~American~~listing ~~Depositary~~at ~~Receipts, each representing one Ordinary Share, are listed on the~~ New York Stock Exchange, ~~and~~it is ~~trade~~subject ~~under~~not ~~the~~only ~~symbol~~to ~~PV.~~the ~~The~~provisions ~~depository~~of ~~for~~German ~~the~~law ~~ADRs~~(corporation, ~~was~~codetermination and ~~until~~capital ~~March 12,~~market ~~2002 the~~legislation) ~~Bank~~and of ~~New~~its ~~York,~~own ~~since~~Articles ~~March 13,~~of ~~2002~~Association itbut isalso to the ~~Deutsche~~licensing ~~Bank~~requirements ~~Trust Company~~of ~~Americas~~the in New York. ~~The~~Stock ~~ADRs~~Exchange. ~~also~~American ~~trade~~capital market onlegislation ~~the~~— ~~Berliner~~specifically ~~Freiverkehr,~~ the ~~Stuttgart~~Sarbanes-Oxley ~~Freiverkehr,~~Act and the ~~Frankfurt~~rules ~~Freiverkehr,~~and regulations of the ~~Düsseldorf Freiverkehr~~Securities and ~~the~~Exchange ~~Hamburg~~Commission ~~Freiverkehr~~(SEC) in— ~~Germany~~also apply to Pfeiffer.

~~The~~In ~~Company’s~~December 2003, ~~Ordinary~~the ~~Shares~~Financial ~~have~~Accounting ~~been~~Standards ~~listed~~Board ~~and~~(FASB) issued ~~principally~~FASB Interpretation ~~traded~~(FIN) No. 46R, on“Consolidation ~~the Neuer~~of ~~Markt~~Variable ofInterest ~~the~~Entities ~~Frankfurt~~— ~~Stock~~an interpretation ~~Exchange~~of ~~since~~ARB ~~April~~No. ~~15,~~51” ~~1998.~~which ~~The~~addresses ~~Neuer Markt~~how ~~was~~ a ~~segment~~business ofenterprise ~~Deutsche~~should evaluate ~~Börse~~whether ~~AG.~~it ~~Deutsche~~has ~~Börse~~a ~~reorganized~~controlling ~~the~~financial ~~stock exchange~~interest ~~segments~~ in ~~2003~~an ~~and~~entity ~~differentiated~~through means itother bythan avoting ~~“General~~rights ~~Standard”~~ and ~~a “Prime~~accordingly ~~Standard.”~~should ~~The~~consolidate ~~General~~the ~~Standard~~entity. FIN isNo. 46R ~~subject~~replaces toFIN ~~the~~No. 46, ~~requirements prescribed~~“Consolidation ~~under~~of ~~German~~Variable ~~law;~~Interest Entities”, ~~the~~which ~~Prime~~was ~~Standard~~issued ~~additionally~~in ~~includes internationally~~January 2003. ~~customary~~The ~~transparency~~provisions ~~requirements~~of ~~(quarterly~~FIN ~~reporting,~~No. 46R had ~~IAS/IFRS~~to orbe ~~U.S.~~applied ~~GAAP~~to ~~international~~special-purpose ~~accounting~~entities ~~standards,~~as ~~presentation~~ of ~~a corporate~~December 31, ~~calendar~~2003, atand ~~least~~to ~~one~~all other ~~analyst~~entities ~~conference~~as ~~per~~of ~~year~~March 15, as2004. ~~well~~The asCompany ~~ad-hoc press~~does ~~releases~~not inhold ~~German~~variable interests ~~and~~in ~~English)~~special-purpose entities. The ~~Deutsche~~adoption ~~Börse~~of AGFIN ~~confirmed~~No. 46R ~~the~~to all other ~~Company’s~~variable ~~inclusion~~interests indid not have any impact on the ~~Prime~~consolidated ~~Standard~~financial statements ~~beginning~~of ~~January 1,~~the ~~2003~~Company.

In June 2003, all previously at Neuer Markt listed companies were integrated in the new segments “Prime Standard” or “General Standard” of Deutsche Börse AG. Consequently, Neuer Markt was closed on June 5, 2003.

PFEIFFER VACUUM TECHNOLOGY AG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Additionally, in 2003 Deutsche Börse introduced a new index system that was specifically tailored to the needs of investors. As of March 24, 2003 the Company belongs to the newly created TecDax Index, which includes the 30 most important technology companies.

All ordinary shares have been issued in bearer form.

New U.S. Legislation

As a result of the Company’s listing at New York Stock Exchange, it is subject not only to the provisions of German law (corporation, codetermination and capital market legislation) and of its own Articles of Association but also to the licensing requirements of the New York Stock Exchange. American capital market legislation — specifically the Sarbanes-Oxley Act and the rules and regulations of the Securities and Exchange Commission (SEC) — also apply to Pfeiffer.

The Company established in March 2003 an Audit Committee. The following individuals are members of the Audit Committee:

Götz Timmerbeil, Gummersbach, Certified Public Accountant and Tax Consultant (Chairman and Financial Expert), Dr. Michael Oltmanns, Frankfurt/M., Lawyer and Tax Consultant, Michael Anderson, New York, Managing Director.

All members of the Audit Committee are members of the Company’s Supervisory Board. The Company did not enter into any other service contract with the members of the Audit Committee.

Controls and Procedures

On February 26, 2002, a German government commission adopted the “German Corporate Governance Code” (“DCGK”). The corresponding legislation went into force on July 26, 2002. The DCGK governs the publication of annual and quarterly reports, defines the Management Board’s information and reporting obligations to the Supervisory Board and governs the formation of audit committees dealing with accounting, risk management, the issuance of auditing commissions to independent auditors, conflicts of interest of Supervisory Board members and other matters. The Company has incorporated the recommendations of the Corporate Governance Code into its corporate strategy. More detailed information about DCGK is published on the Company’s internet-homepage (www.pfeiffer-vacuum.de).

The Company has a risk management system in place that enables existing risks to be identified and correctly treated early on. Methods of avoiding, reducing and securing risks are developed and implemented. The risk early warning system is regularly reviewed for its fundamental suitability for identifying developments that could endanger the continued existence of the Company. The Company’s risk coordinator is responsible for compiling timely risk reports and forwarding them to the risk committee, comprising the Management Board, department heads and the risk coordinator. The risk coordinator is also responsible for monitoring the adopted measures. The respective department heads bear the responsibility for instituted measures. The department heads are required to comment on risk development on a quarterly basis.

In 2002, the Company’s Reporting Manual was revised and provided to the management of the consolidated companies.

PFEIFFER VACUUM TECHNOLOGY AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

All annual and quarterly reports are reviewed by the Company’s Management Board prior to publication. In accordance with German law, the members of the Management Board confirm through their signatures that, to the best of their knowledge and belief, all required information is contained therein and that they have no knowledge of any material irregularities that could negatively impact the Company’s operating or financial results. All annual and quarterly reports are also provided to all members of the Supervisory Board and the Audit Committee prior to publication. Furthermore, all members of the Supervisory Board receive comprehensive information about all material business transactions, the order situation and the results of all consolidated companies in the form of a detailed monthly reporting system.

Auditors

In the annual general meeting of the Company the Supervisory Board proposed and the shareholders elected KPMG Deutsche Treuhandgesellschaft AG, Wirtschaftsprüfungsgesellschaft, located Frankfurt/M., to its auditing company for the year 2003.

Management Board

Effective ~~April~~March 19, ~~2003~~2004, the Supervisory Board ~~appointed~~dismissed ~~Amandus~~in its meeting on that date Amandus Waterkamp, ~~Rheinbreitbach/Germany~~as Chief Financial Officer. Mr. Waterkamp served as a member of the Management Board, ~~in accordance~~from ~~with~~April 1, ~~the~~2003 ~~German~~through ~~Stock~~June 30, ~~Corporation~~2003 ~~Law~~and as ~~(Aktiengesetz)~~Chief ~~and~~Financial ~~the Articles~~Officer offrom ~~Association~~July 1, of2003 ~~the~~through ~~Company~~March 9, 2004.

~~Wilfried Glaum~~Additionally, ~~member~~effective ofApril 1, 2004 the ~~Management~~Supervisory Board ~~and~~appointed Manfred Bender as Chief Financial Officer of Pfeiffer Vacuum Technology AG, in ~~retired~~accordance ~~end~~with ofthe ~~June~~German ~~2003.~~Stock HeCorporation ~~served~~Law ~~more~~(Aktiengesetz) ~~than~~and ~~31 years~~the Articles ~~for~~of Association of the Company.

~~Beginning~~Manfred ~~July~~Bender (age 39), who graduated with a degree in business economics (Diplom-Betriebswirt) from Fachhochschule Giessen-Friedberg, joined the Company in 1998. At that time he was responsible for the Finance and Controlling Department. In August 12001, ~~2003~~the Management Board granted Mr. ~~Waterkamp~~Bender ~~assumed~~a special power of attorney (Prokura), which grants him the authority to contractually bind the Company together with any other member of the Management Board. Since January 2004, Mr. ~~Glaum’s~~Bender ~~duties~~was appointed to General Manager of the German production facility. Prior to 1998, he served as ~~Chief~~Controller, Internal Auditor ~~Financial~~and ~~Officer~~IT-Manager offor ~~Pfeiffer~~Schunk ~~Vacuum~~GmbH, ~~Technology~~a AGmultinational industrial group.

Adoption of New Accounting Rules

In June 2001, the FASB issued Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (“SFAS No. 143”), which addresses the financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.

The provisions of this Statement are effective for the Company beginning June 2002. The adoption of this Statement did not have a material impact on the Company’s financial position or results of operations.

SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, was issued in July 2002. SFAS No. 146 replaces current accounting literature and requires the recognition of costs associated with exit or disposal activities when they are incurred rather than at the date of commitment to an exit or disposal plan. The provisions of the Statement are effective for exit or disposal activities that are initiated after December 31, 2002.

The adoption of this statement did not have a material effect on the Company’s financial position or results of operations.

PFEIFFER VACUUM TECHNOLOGY AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

In May 2003 the Financial Accounting Standards Board issued SFAS No. 150 “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The adoption of this Statement did not have a material impact on the Company’s financial position or results of operations.

Inventories

Inventories consist of the following:

	September 30,			December 31,
	March 31,			December 31,
	2003			2002
	2004			2003
	(€ in thousands)
Raw materials		87,~~106~~731			7,~~078~~648
Work-in-process		910,~~762~~431			108,~~018~~848
Finished products		109,~~113~~564			108,~~501~~749
Reserves		(54,~~199~~901	)		(54,~~194~~885	)
Total inventories — net		22,~~782~~825			2220,~~403~~360

The total inventories as at September 30, 2003 increased slightly compared to the previous year. Increased raw materials were offset by decreased work-in-process and finished products.

Stock-Based Compensation — Convertible Bonds

~~SFAS No. 148, “~~Accounting for Stock-Based Compensation~~, Transition and~~ ~~Disclosure”, was issued on December 31, 2002. Statement 148 amends SFAS No.~~ ~~123, “Accounting for Stock-Based Compensation”, to provide alternative methods~~ of transition to Statement 123’s fair-value method of accounting for stock-based employee compensation. Statement 148 also amends the disclosure provisions of Statement 123 and APB Opinion No. 28, “Interim Financial Reporting”. Statement 148’s amendment of the transition and annual disclosure requirements of Statement 123 are effective for fiscal years ending after December 15, 2002, with earlier application permitted. The adoption of SFAS No. 148 did not have any impact on the Company’s financial position or results of operations.

AsStandards ~~permitted~~Financial ~~under~~Accounting ~~SFAS~~Statement ~~123~~(SFAS) No. 148, “Accounting for Stock-Based Compensation”, ~~the~~Transition and Disclosure,” was issued on December ~~Company~~31, ~~applies~~2002. ~~the~~SFAS ~~intrinsic~~No. 148 ~~value~~amends SFAS No. 123, “Accounting for Stock-~~based~~Based Compensation,” ~~method~~to inprovide ~~accordance~~alternative ~~with~~methods ~~APB~~of 25transition ~~for~~to SFAS No. 123’s ~~its~~fair-value ~~employee~~method ~~convertible~~of ~~bonds~~accounting for stock-based employee compensation. ~~plans~~SFAS No. 148 ~~Under~~also amends the disclosure provisions of SFAS No. 123 and Accounting Principles Board (APB) Opinion 25No. 28, ~~the~~ ~~Company~~“Interim ~~records~~Financial noReporting.” ~~expenses~~SFAS ~~relating~~No. 148’s toamendment of the ~~convertible~~transition ~~bonds~~and ~~since~~annual ~~the~~disclosure requirements of SFAS ~~conversion~~No. 123 ~~price~~are iseffective ~~equal~~for tofiscal oryears ~~greater~~ending ~~than~~after ~~the~~December 15, ~~market~~2002, ~~price~~with earlier application permitted. The adoption of SFAS No. 148 did not have an impact on the Company’s ~~ordinary~~ ~~share~~financial onposition ~~the~~or ~~date~~results of ~~grant~~operations.

~~Employee~~As ~~Participation~~permitted ~~Program~~under SFAS No. 123, ~~Term:~~“Accounting ~~2000~~for ~~through~~Stock-Based ~~2005~~Compensation,” as amended, the Company applies the intrinsic value-based method in accordance with APB No. 25 for its stock-based compensation plans. Under APB No. 25 “Accounting for Stock Issued to Employees,” compensation expense is recorded on the measurement date only if the current market price of the underlying stock exceeds the exercise price.

~~Within the scope of an employee participation program, in July 2000 the~~8 Company issued 4,400 convertible bonds valued at € 0.6 million at an issue price of 100% to members of management and salaried employees of the Company and its subsidiaries in Germany and other countries. The conversion feature entitles the bearer to convert each bond into 50 non-par value shares of the Company.

PFEIFFER VACUUM TECHNOLOGY AG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

~~The~~Employee ~~conversion~~Participation price is based upon 110% of the average closing price on the Frankfurt Stock exchange for the last ten trading days prior to the resolution by the Management Board to issue the convertible bonds. AccordinglyProgram, ~~the conversion~~Term: ~~price for the July~~ 2000 ~~issue~~through ~~was set at~~2005 ~~€ 48.03 per share and~~ ~~includes the bond par value per equivalent share of € 2.56. There were 120,000~~ ~~option shares, related to convertible bonds for the 2000 issue, outstanding at~~ ~~September 30, 2003. Fair value at the date of grant was € 10.64 per common share option.~~

Within the scope of an employee participation program, in July 2000, the Company issued 4,400 convertible bonds valued at € 0.6 million at an issue price of 100% to members of management and salaried employees of the Company and its subsidiaries in Germany and other countries. The conversion feature entitles the bearer to convert each bond with a par value of € 128 into 50 non-par value shares of the Company, upon payment of a conversion price.

The conversion price is based upon 110% of the average closing price on the Frankfurt Stock Exchange for the last ten trading days prior to the resolution by the Management Board to issue the convertible bonds. Accordingly, the conversion price for the July 2000 issue was set at € 48.03 per share and includes the bond par value per equivalent share of € 2.56. There were 120,000 option shares, related to convertible bonds for the 2000 issue, outstanding at March 31, 2004. Fair value at the date of grant was € 10.64 per common share option.

Beginning in July 2002, each holder of convertible bonds can convert up to 30% of such bonds to common stock, in July 2003 up to 60% and in July 2004 up to 100%. The final conversion date is December 9, 2005. Conversion is only possible during specific periods of time. The convertible bonds bear interest at 6% p.a. and are redeemable at par on December 10, 2005, unless previously converted. The bonds are to be returned at par upon termination of employment.

Employees were given the opportunity to finance the purchase of the convertible bonds with interest-bearing employee loans. These loans are classified as other long-term assets in the balance sheet and are repayable upon conversion or return.

As of ~~September~~March 3031, ~~2003~~2004, employees had returned 12,~~200~~000 of these convertible ~~bonds~~ bonds having a par value of € ~~153~~128 per share (in total € 256,~~600~~000) and correspondingly repaid the related employee loans.

Employee Participation Program, Term: 2002 through 2007

Within the scope of a further employee participation program, in July 2002, the Company issued 4,600 convertible bonds valued at € 0.6 million at an issue price of 100% to members of management and salaried employees of the Company and its subsidiaries. The conversion feature entitles the bearer to convert each bond ~~into~~with 50a ~~non-~~par ~~shares~~value of Company stock. The conversion price is based on 110% of the average closing price on the Frankfurt Stock Exchange for the last ten trading days prior to issuance. The conversion price for the July 2002 issue was set at € ~~42.86~~128 ~~per~~into ~~share~~50 ~~and includes the bond~~ non-par ~~value per~~shares ~~equivalent share~~ of ~~€ 2.56. There were 210,000 option shares, related to~~Company ~~the convertible bonds for the 2002 issue~~stock, ~~outstanding~~upon atpayment ~~September 30, 2003. Fair value at the date~~ of ~~grant~~a ~~was~~conversion ~~€ 10~~price.~~35 per common share option.~~

The conversion price is based on 110% of the average closing price on the Frankfurt Stock Exchange for the last ten trading days prior to issuance. The conversion price for the July 2002 issue was set at € 42.86 per share and includes the bond par value per equivalent share of € 2.56. There were 210,000 option shares, related to the convertible bonds for the 2002 issue, outstanding at March 31, 2004. Fair value at the date of grant was € 10.35 per common share option.

Each holder of convertible bonds can convert up to 30% of such bonds to common stock for the first time following the Annual Shareholders’ Meeting in 2004, up to 60% following the Annual Shareholders’ Meeting in 2005 and up to 100% following the Annual Shareholders’ Meeting in 2006. The final conversion date is December 9, 2007. Conversion is only possible during specific periods of time.

~~The convertible bonds bear interest at 6% p.a. and are redeemable at par on~~9 December 10, 2007, unless previously converted. The bonds are to be returned at par upon termination of employment. Employees were given the opportunity to finance the purchase of the convertible bonds with an interest-bearing employee loan. These loans are classified as other long-term assets in the balance sheet and are repayable upon conversion or return.

As of September 30, 2003, employees had returned 100 of these convertible bonds having a par value of € 12,800 and correspondingly repaid the related employee loans.

PFEIFFER VACUUM TECHNOLOGY AG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The convertible bonds bear interest at 6% p.a. and are redeemable at par on December 10, 2007, unless previously converted. The bonds are to be returned at par upon termination of employment. Employees were given the opportunity to finance the purchase of the convertible bonds with an interest-bearing employee loan. These loans are classified as other long-term assets in the balance sheet and are repayable upon conversion or return.

As of March 31, 2004, employees had returned 400 of these convertible bonds having a par value of € 128 per share (in total € 51,200) and correspondingly repaid the related employee loans.

Accounting for Stock Based Compensation

A summary of option shares related to the convertible bonds is as follows:

				Weighted Average
	Number of			Weighted Average
	Number of Shares			Exercise Price
	Shares			Exercise Price
	Outstanding			per Share
				€
Convertible shares outstanding January 1, 2002		220,000			48.03
Convertible shares outstanding Januar 1, 2003		395,000			45.22
Granted		~~230,000~~—			~~42.86~~—
Exercised		0—			0—
Forfeited		(55,000	)		46.62
Convertible shares outstanding December 31, 2002		395,000			45.22
Granted		0			0
Exercised		0			0
Forfeited		(65,000	)		47.63
Convertible shares outstanding September 30, 2003		330,000			44.74
Convertible shares outstanding December 31, 2003		330,000			44.74
Granted		—			—
Exercised		—			—
Forfeited		—			—
Convertible shares outstanding March 31, 2004		330,000			44.74

Shares exercisable at ~~September~~March 3031, ~~2003~~2004 totaled 72,000.

SFAS 123 requires disclosure of pro forma information regarding net income and earnings per share as if the Company had accounted for its stock-based compensation to employees using the fair value method.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions used for grants in 2002 and 2000: Risk-free interest rates ranging from 4% to 5%; expected lives ranging from 4.5 to 6 years; expected dividend yield of 1% to 2%; and expected volatility ranging from 30% to 40%.

~~For~~SFAS 123 requires disclosure of pro forma ~~purposes,~~information ~~the~~regarding ~~estimated~~net ~~fair~~income ~~value~~and earnings ofper share as if the Company’s had accounted for its stock-based ~~awards~~compensation isto ~~amortized~~employees ~~over~~using the ~~vesting~~fair ~~period~~value method. For ~~the~~pro ~~years~~forma ~~2003 and 2002~~purposes, using the fair value method ~~did~~the ~~not~~Company’s ~~materially impact~~ net income orwould have been K€ 3,205 and earnings per share would have been € 0.37.

~~Derivatives and Hedging Transactions~~10

Effective January 1, 1999, the Company adopted the provisions of SFAS No. 133 issued by the Financial Accounting Standards Board in accounting for its forward currency hedging activities as cash flow hedges. SFAS No. 133 requires the Company to recognize derivative financial instruments as either assets or liabilities at their fair values. Derivatives that are not hedges must be adjusted to fair value through current income. If the derivative is a hedge, depending on the nature of the hedge, changes in fair value are either offset against current income or recognized in accumulated other comprehensive income until the hedged item is recognized in earnings. Changes in the fair market value of the derivative transactions (hedging contracts) will continue to be recognized in the corresponding asset or liability items of the balance sheet until the forecasted transaction is recognized in earnings.

PFEIFFER VACUUM TECHNOLOGY AG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The Company enters into foreign currency forward contracts to hedge the exposure of its forecasted sales to fluctuations in foreign currency exchange rates. These forward contracts are limited to currencies in which the Company has significant sales that are denominated in foreign currencies (primarily U.S. dollars) and are designed to protect specifically against the impact of changes in exchange rates on these sales.

The Company has assessed these contracts to be highly effective hedges of the impact of foreign exchange rate changes on its sales. The Company does not engage in speculative hedging for investment purposes. The maturities for all forward contracts are aligned with the date the sales are anticipated to occur. As of September 30, 2003 no contracts held by the Company had a maturity date greater than fifteen months from the contract dates. The Company’s derivative contracts result in little to no ineffectiveness due to the nature of the foreign currency forward hedging activities.

All of the Company’s contracts are marked to market at period end using quoted forward rates. The fair value recorded in other assets at September 30, 2003 was approximately € 726,000. As of September 30, 2003 the notional amount of the forward contracts was approximately € 11.2 million. All realized gains and losses upon settlement of foreign currency forward contracts are recorded in the income statement as foreign exchange gains/(losses). The Company performs ongoing credit evaluations of the parties to these contracts and enters into contracts only with well-established financial institutions.

Earnings per Ordinary and Diluted Share and ADR

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

	Three months ended				~~Nine months ended~~
	September 30,				September 30,
	March 31,
	2003		2002		2003		2002
	2004		2003
Numerator:
Net income (in thousands €)		34,~~068~~163		32,~~106~~726		~~6,672~~		~~8,697~~
Denominator:
Denominator for basic earnings per share — weighted average shares		8,742,158		8,790,600		8,769,003		8,790,600
Denominator for basic earnings per share — weighted-average shares		8,690,524		8,790,600
Effect of dilutive securities:
Convertible bonds		—		—		—		—
Denominator for diluted earnings per share — adjusted weighted average shares and assumed conversions		8,~~742~~690,~~158~~524		8,790,600		~~8,769,003~~		~~8,790,600~~
Basic earnings per share and ADR (€)		0.3548		0.3531		~~0.76~~		~~0.99~~
Diluted earnings per share and ADR (€)		0.3548		0.3531		~~0.76~~		~~0.99~~

13Share Ownership

The following table shows (known to the Company) the number of Ordinary Shares, ADR and Convertible Bonds of the Company as of March 31, 2004 by all members of the Supervisory Board and the Management Board:


	Ordinary			Convertible
Members of the Supervisory Board	Shares		ADRs	Bonds
Dr. Michael Oltmanns		100	0	0
Michael J. Anderson		0	0	0
Prof. Dr. Klaus Jürgen Kügler		0	0	0
Götz Timmerbeil		0	0	0
Edgar Keller		0	0	0
Günter Schneider		80	0	0


	Ordinary				Convertible
Members of the Management Board	Shares		ADRs		Bonds
Wolfgang Dondorf		56,000		200		0
Manfred Bender		400		0		750

PFEIFFER VACUUM TECHNOLOGY AG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Share Ownership

The following table shows (known to the Company) the number of Ordinary Shares, ADR and Convertible Bonds of the Company as of September 30, 2003 by all members of the Supervisory Board and the Management Board:

	Ordinary				Convertible
Members of the Supervisory Board	Shares		ADRs		Bonds
Dr. Michael Oltmanns		100		0		0
Michael J. Anderson		0		0		0
Prof. Dr. Klaus-Jürgen Kügler		0		0		0
Götz Timmerbeil		0		0		0
Edgar Keller		0		0		0
Günter Schneider		80		0		0

	Ordinary				Convertible
Members of the Management Board	Shares		ADRs		Bonds
Wolfgang Dondorf		56,000		200		0
Amandus Waterkamp		0		0		0

Employees

As of ~~September~~March 3031, ~~2003~~2004 the Company employed ~~771~~754 people, ~~585~~ of which 570 are in in Germany and ~~186~~184 ~~of which are~~ in other countries.

Headcount	September 30,
	2003		2002		2003		2002
	Germany				Foreign Countries
Production		293		310		57		59
Research and Development		93		101		2		4
Selling and Marketing		116		129		93		106
Administration		83		81		34		33
Total		585		621		186		202

Headcount

The Company’s manpower dropped in 2003 by 6.3%. This was primarily the consequence of fluctuation and reorganization, termination of temporary personnel contracts and retirements without hiring new staff.


	March 31,
	2004		2003		2004		2003
	Germany				Other Countries
Production		300		305		57		57
Research and Development		97		99		—		3
Selling and Marketing		105		120		93		101
Administration		68		78		34		34

Total		570		602		184		195

~~Beginning~~The ~~January 2003 the~~ Company’s ~~introduced~~manpower dropped in ~~its~~2004 ~~German~~by ~~factories~~5.4% aprimarily ~~new flexible~~due ~~working~~to ~~hours~~turnover; ~~model~~for example, totermination ~~retain~~of ~~its~~temporary ~~qualified~~personnel ~~personal.~~contracts, ~~The~~and ~~basis of~~individual ~~the~~retirements ~~flexitime model is to decrease~~ or ~~increase~~terminations ~~the~~for ~~working~~which ~~time~~new ~~depending~~staff ~~on the~~was ~~rate~~not ~~of capacity utilisation using the time spread of the whole year~~hired.

14Pension Plans

Most employees of the Company are entitled to receive pension benefits from Pfeiffer Vacuum, which are covered by defined benefit plans.

In November 2003, the Company established for the German Pension Plans the Pfeiffer Vacuum Trust e.V. (“the Trust”), a registered association. It is an independent, bankruptcy-protected, separate legal entity whose sole purpose is to act in a fiduciary capacity as trustee for the assets held. In connection with the formation of the trust, the Company in December 2003 made a cash contribution of K€ 35,955. The trust has invested this cash in a mutual fund managed by an unrelated third party that pursues a target allocation of 30% in equities and 70% in fixed-income securities and cash.

Effective January 1, 2004 the Company adopted SFAS No. 132 “Employers’ Disclosures about Pension and Other Postretirement Benefits.” This standard requires the disclosure of the components of net periodic benefit cost recognized during interim periods.

Pension expense for all plans included the following components:


	Three months ended
	March 31,
	2004			2003
	(€ in thousands)
Service cost		220			242
Interest cost		516			541
Expected return on assets		(501	)		(18	)
Amortization of:
Unrecognized net actuarial (gains) losses		4			12
Unrecognized prior service cost		19			19

Net pension cost		258			796

PFEIFFER VACUUM TECHNOLOGY AG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

~~Additionally, in August 2003 the Management Board and the Works Council of the~~Warranty ~~Asslar facility agreed to reduce the working time by 2.5 hours weekly and the~~ ~~corresponding salaries of the pay scale employees. Those staff members to whom~~ ~~the regular pay scale does not apply accepted weekly 2.5 hours overtime without~~ ~~compensation. Both agreements are limited in time for 6 months, beginning September 01, 2003.~~

~~Goodwill~~ Warranty accruals are established in the period the related revenue is recognized. The estimate is based on managements’ estimate and historical experience by specific product type.

~~The~~Warranty ~~Company~~provisions ~~adopted~~consist ~~the Statements~~ of ~~Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” on accounting for goodwill and other intangible assets in~~ the ~~first quarter of 2002. During the end of the~~following: ~~second quarter 2003, the Company performed the second of the required~~ ~~impairment tests of goodwill using the fair value based test; no impairment of~~ ~~goodwill resulted from this test.~~


	March 31,
	2004			2003
	(€ in thousands)
Balance at beginning of period		3,625			3,774
Warranties issued during the period		386			216
Utilization of accruals		(59	)		(107	)
Releases		—			—
Foreign exchange translation adjustment		27			(30	)

Balance at end of period		3,979			3,853

Segment Information

The Company evaluates the success and performance of its subsidiaries on the basis of their income before income tax. The accounting principles used in regional reporting are identical to those described in the Basis of Presentation.

The Company’s business activities include the development, manufacture, sale and service of vacuum pumps, vacuum components and instruments, as well as vacuum systems ~~and production equipment used in the manufacturing of DVDs~~. The subsidiaries in the individual countries are independent legal entities with their own management. Consequently, segment reporting is ~~therefore~~ country-based.

Information concerning the Company’s geographic locations is summarized as follows:

		Three months ended	~~Three months ended~~							~~Nine months ended~~
			September 30,							September 30,
		March 31,
			2003				2002			2003			2002
		2004				2003
			(in thousands €)							(in thousands €)
		(€ in thousands)
Net Sales
Germany
Unaffiliated	~~Unaffiliated~~		18,031	~~16,734~~			15,934	~~17,664~~			~~47,083~~			~~48,901~~
Intercompany	~~Intercompany~~		12,704	~~10,469~~			11,207	~~11,824~~			~~30,435~~			~~35,413~~
				27,203				29,488			77,518			84,314
			30,735				27,141
Europe excluding Germany				9,871				10,227			30,796			32,662
Europe excluding Germany.			11,344				11,365
United States			7,875	~~8,468~~			7,416	~~8,875~~			~~23,084~~			~~27,524~~
Rest of World			1,938	~~901~~			831	~~935~~			~~2,450~~			~~2,709~~
				46,443				49,525			133,848			147,209
			51,892				46,753
Intercompany eliminations			(12,852	~~(10,804~~)	)		(11,615	~~(12,169~~)	)		~~(31,572~~	)		~~(36,356~~	)
Total			39,040	~~35,639~~			35,138	~~37,356~~			~~102,276~~			~~110,853~~

1513

PFEIFFER VACUUM TECHNOLOGY AG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Three months ended

~~Nine months ended~~

September 30,

March 31,

2003

2002

2003

2002

2004

2003

(in thousands €)

(€ in thousands)

Operating profit

Operating Profit

Germany

34,~~238~~721

32,~~129~~114

~~5,511~~

~~9,112~~

Europe excluding Germany

~~712~~799

~~256~~669

~~1,854~~

~~1,284~~

United States

~~910~~573

~~1,033~~548

~~1,950~~

~~2,335~~

Rest of World

64267

~~166~~199

~~373~~

~~516~~

4,924

4,584

9,688

13,247

6,360

3,530

Intercompany eliminations

~~110~~97

(~~339~~138

)

~~(308~~

)

Total

56,~~034~~457

43,~~245~~392

~~9,774~~

~~12,939~~

Income Tax Expense

Under German corporate tax law, taxes on income are composed of corporate taxes, trade taxes and an additional surtax.

~~Effective~~The ~~January 1,~~Company’s ~~2002,~~effective ~~a corporation and trade~~ tax ~~entity~~rate ~~with corresponding profit and loss transfer agreements~~ was ~~established~~40.6% for the ~~consolidated~~ ~~German~~first ~~companies.~~quarter ~~Additionally,~~of ~~the~~2004 ~~Company had a claim to a tax~~and ~~credit~~35.0% ~~on distributed earnings in 2003~~ for the ~~fiscal~~first ~~year~~quarter ~~2002~~of 2003. InThe ~~conformity to~~increase ~~the~~is ~~German~~primarily ~~Tax~~due ~~Legislation~~to ~~this~~a ~~claim~~change in ~~reduced~~German ~~the income~~ tax ~~expense~~legislation ~~and~~relating ~~the income~~to tax ~~rate~~credits ~~for~~on ~~the~~distributed ~~year 2002~~earnings.

~~On April 11, 2003 the German Tax Authorities passed a resolution — effective~~14 April 12, 2003 — regarding the refund of corporation tax credits resulting from distributed earnings to the shareholders. The Company’s dividend payment for the year 2002 (within 2003) is no longer eligible for tax relief. Subsequently, the Company’s rights of claim for the year 2002 are invalidated. The Company deleted the refund of the corporation tax for 2002 amounting to approximately € 0.9 million in 2003 and consequently the Company’s combined tax rate of the year 2003 is burdened with this amount and increased to approximately 47.0%. Additionally there is no claim for reimbursement of the corporation tax 2003 due to an eventually expected dividend payment for the year 2003 within 2004.

Due to this new legislation the Company’s expected effective tax rate in Germany for years beginning 2004 will be approximately the statutory rate of 39.0%, only reduced by the benefits in consequence of the trade tax entity and the profit and loss transfer agreements in Germany.

Beginning December 31, 2005 under the new tax legislation it is possible to claim a partial reimbursement of the corporation tax depending on future dividend payments.

The effective tax rate for the three month period ended September 30, 2002 was 39.0%.

Acquisition

At July 31, 2003 the Company acquired 250 registered shares of Pfeiffer Vacuum Systems International AG in Zuzwil/Swiss. The purchase price was 1 Swiss Franc. The Company owns now 100% of the share capital. The proforma effect of this acquisition is not significant to the Company’s operational and financial condition.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Results of Operations

Three Months Ended ~~September~~ March 3031, ~~2003~~2004 Compared to Three Months Ended ~~September~~March 3031, ~~2002~~ 2003 (Percentages calculated based on amounts in thousands €)

Net Sales

The following table summarizes the Company’s net sales by geographical area:

Three months ended

September 30, 2003

September 30, 2002

March 31, 2004

March 31, 2003

(in thousands €)

(€ in thousands)

Net Sales

Germany

1112,~~238~~141

31.51

129,~~607~~274

3326.74

Europe excluding Germany

1011,~~483~~790

2930.42

1112,~~782~~596

3135.58

United States

87,~~458~~825

2320.70

87,~~745~~384

2321.40

Rest of World

57,~~460~~284

1518.47

45,~~222~~884

1116.48

Total

3539,~~639~~040

100.0

3735,~~356~~138

100.0

~~The~~Total ~~Company~~net ~~recorded~~sales inincreased ~~the~~significantly ~~third~~by ~~quarter~~€ ~~2003~~3.9 million, ~~net~~or ~~sales~~11.1%, ~~revenues~~from ~~amounting to~~ € 35.61 million, ~~compared~~in the first quarter of 2003 to € 3739.40 million in ~~the~~2004. ~~prior~~The ~~year’s~~major part ~~period.~~of ~~Net~~ the sales ~~decreased~~increase inamounting ~~Germany~~to byapproximately € 12.49 million was recorded in Germany, partly offset by a decrease in Europe (excluding Germany) of by € 1 0.38 million. InThe ~~consequence~~Company’s ofnet sales revenue in the U.S. increased in U.S. dollar by 24.1%. But due to the weakness of the U.S. dollar against the euro, the ~~Company’s~~U.S. ~~net~~ sales were adversely impacted by the effect of ~~changes~~exchange inrate ~~these~~differences ~~exchange rates,~~ (amounting to ~~approximately~~ € 1.23 million,) ~~although~~and the ~~Company’s~~ ~~net~~ sales ~~revenue~~increased in ~~the~~euros ~~U.S. increased~~ only by ~~U.S.~~€ ~~dollar~~ 0.64 million ~~in the three months ended September 30, 2003~~. In the ~~rest~~Rest of ~~world~~World, ~~(mainly~~Pfeiffer ~~in Asia)~~Vacuum ~~the~~was ~~Company~~able ~~increased~~to ~~its~~obtain a sales increase by € 1.24 million orin ~~29.3%.~~the ~~The~~first ~~Company expects~~three ~~these~~months ~~first~~ended ~~positive~~March 31, ~~factors~~2004 compared ~~are~~to anthe ~~indication~~first ~~for~~three amonths ~~potential~~of ~~economic upturn~~2003.

~~Sales~~Turbo inpump ~~vacuum~~sales ~~instruments~~increased ~~and components decreased~~ by € 23.09 million or 32. ~~Increased~~3% ~~sales~~from ~~were~~€ ~~recorded~~11.9 million in ~~fore~~the first ~~vacuum~~quarter ~~pumps~~of by 2003 to € 0 15.58 million ~~and~~in the current year. Sales in vacuum ~~systems~~instruments and components increased by € 01.58 million., ~~The~~partly ~~service~~offset ~~revenues~~by ~~decreased~~lower sales ~~from~~in systems (€ 61.5 million). Revenue in ~~the~~ ~~third~~service ~~quarter~~declined ~~2002~~ by € 0.~~1 to €~~ 6.4 million and inmay ~~the~~indicate ~~current~~a ~~period; compared~~minor torally ~~the~~of ~~second~~investment ~~quarter~~climate ~~2003~~and an ~~increase~~upswing in demand of €the ~~0.4 million~~Company’s ~~was recorded~~products.

Order intake and Order backlog

Orders received amounted to € 3641.23 million in the three months ended March ~~September 30~~31, ~~2003~~2004 and increased by € 17.80 million, (20.4%) from € 34.43 million in the three months ended ~~September~~March 3031, ~~2002~~2003. ~~Order~~Orders ~~intake~~in ofTurbo ~~turbo~~ pumps increased by € 4.1 ~~million~~.7 million, ~~Order~~orders ~~intake~~in of systems ~~and vacuum instruments and components decreased~~ by € 2.18 million. ~~Service~~and orders ~~received~~in ~~are~~vacuum ~~flat~~components ~~compared to the~~and ~~previous~~instruments ~~year’s quarter. The weakness of the U.S. dollar against the euro impacted adversely the order intake~~ by ~~approximately~~ € 12.5 million.

~~The~~Order ~~Company’s~~ backlog ~~decreased~~jumped ~~from~~by € 259.23 million inor ~~the~~46.0% ~~third~~from ~~quarter of 2002 by~~ € 020.82 million in the first quarter 2003 to € 2429.45 million in ~~2003~~2004. ~~Compared~~The toCompany sees the ~~second~~increase ~~quarter~~in order ofintake ~~2003~~and aorder ~~small~~backlog ~~increase~~as inan ~~orders~~indication ~~received~~for ~~(by~~a €moderate ~~0.5 million)~~anticipated ~~indicate a~~economic ~~slightly positive trend~~upswing.

Contracts are included in backlog only if they represent firm orders and include firm shipping schedules. ~~Generally,~~The ~~the~~ backlog position at any particular time should generally not be construed to represent future levels of sales and orders.

1715

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Gross Profit

Gross profit ~~decreased~~increased by € 12.46 million or 817.17% from € 1614.97 million in ~~the~~ the three month period ended ~~September~~March 3031, ~~2002~~2003 to € 1517.53 million in the comparable period in ~~2003~~2004. The Company’s gross margin ~~decreased~~increased from 4541.29% in ~~2002~~2003 to 4344.53% in ~~2003.~~2004 Anresulting ~~essential~~primarily ~~part~~from ofenhanced ~~this~~plant ~~decrease (€ 0~~utilization.~~9 million)~~ isBecause ~~due to the weakness~~ of the ~~U.S.~~flexible ~~dollar~~working ~~against~~hours ~~the~~model ~~euro.~~(installed ~~Additionally~~in ~~the~~September 2003 ~~slight~~and ~~decline~~discontinued in ~~the~~April 2004) ~~plant~~in ~~utilization~~the ~~rate~~German ~~due~~main tofactory, the ~~weakening~~Company ofwas ~~the~~able ~~economy led~~ to aincrease the ~~lower~~working ~~gross~~time ~~profit~~without additional labor cost.

Furthermore, exchange rate differences between the strong euro and the weak U.S. dollar negatively influenced the gross profit by approximately € 1.0 million.

Selling and Marketing Expenses

Selling and marketing expenses decreased from € 65.05 million in the ~~third~~first quarter ~~2002~~2003 to € 4.8 million in the ~~third~~first quarter ~~2003~~2004. As a percentage of sales, selling and marketing expenses decreased from 1615.08% to 1312.42%. The manpower of the sales and marketing force dropped ~~in 2003~~ by 1110.14% and led to athis decrease in selling and marketing expenses.

General and Administrative Expenses

General and administrative expenses amounted to € 23.78 million in the three months ended ~~September~~March 3031, ~~2003~~2004 and ~~decreased~~increased by € 0.25 million from € 23.9 3 million in the prior year’s period. As a percentage of sales, general and administrative expenses ~~decreased~~increased from 7.9.5% in ~~2002~~2003 to 79.78% in ~~2003~~2004. ~~The~~ ~~availment of services by third parties (temporary work) decreased and led to~~ ~~lower general and administrative expenses.~~

Research and Development

Research and development expenses decreased slightly from € 2.54 million in ~~the~~ ~~third~~the first quarter of ~~2002~~2003 to € 2.03 million in the ~~third~~first ~~quarter~~three ~~2003.~~months ~~The~~of ~~research~~2004. ~~and~~As ~~development~~a ~~expenses~~result ~~as percentage~~ of the higher net sales revenue ~~decreased~~in ~~from~~2004, the percentage of sales was 6.79% in ~~2002~~2003 toand 5.68% in 2004. Nevertheless, the ~~current~~Company ~~period.~~depends ~~The~~to ~~Company’s~~a significant ~~intention~~extent ison tocontinuing technological advances in vacuum pump design ~~invest~~and manufacturing and has invested in the needs of future markets, ~~to hold it’s technical advantages, to~~improving ~~improve~~its ~~it’s~~ market position and toentering ~~enter~~ new markets. ItPfeiffer Vacuum expects research ~~and~~ and development expenses in future will ~~correspond~~approximate to the current level~~, approximately~~. The Company expenses all research and development costs as they are incurred.

Operating Profit

Operating profit increased from € 43.24 million in the three months ended ~~September~~March 3031, ~~2002~~2003 to € 56.05 million in the three months ended ~~September~~March 3031, ~~2003~~ 2004. As a percentage of sales the operating profit increased significantly from 119.46% to 1416.15%~~, primarily as the result of the factors discussed above~~. ~~The operating~~ ~~profit is burdened with the negative effect of the exchange rate changes due to~~ ~~the strong euro against the U.S. dollar amounting to approximately € 0.7 million.~~

~~Foreign~~The ~~exchange~~Company ~~gain/loss~~implemented a variety of cost reduction measures. The workforce was lowered from 797 to 754 in a social compatible manner by not renewing temporary employment contracts and not re-staffing the jobs of retiring employees. The Company continues to streamline its worldwide organization with an emphasis on controlling costs and keeping its ability to leverage its relatively small headquarters staff.

~~The~~Foreign ~~Company recorded in both, the third quarter 2002 and the third quarter 2003,~~ exchange ~~gains amounting to approximately € 0.4 million.~~gain

18 The Foreign exchange gain in both, the first quarter of 2004 and the first quarter of 2003 accounted for approximately € 0.5 million.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Income Tax Expense

InThe ~~the~~effective ~~item~~tax ~~“Income~~rate ~~Tax~~for ~~Expense”~~the ~~(page~~three ~~16)~~month ~~the~~period ~~Company~~ended ~~defined~~March 31, ~~the~~2004 ~~effects~~was of40.6% compared to 35.0% in the ~~new~~respective ~~German~~period ~~tax~~of ~~legislation~~2003.

The ~~claim~~increase ofis ~~the~~primarily ~~tax~~due ~~reimbursement for the dividend payment~~ to ~~the~~a ~~shareholders for~~change ~~the year 2002, paid~~ in ~~June~~German ~~2003,~~tax islegislation ~~invalidated.~~relating ~~The Company has~~ to ~~expense an amount of approximately € 0.9 million corporation~~ tax ~~within~~credits ~~the year~~on ~~2003.~~distributed ~~Consequently, the effective tax rate of the third quarter of 2003 is burdened with this records and increased to 47~~earnings.~~0%. The effective tax rate for~~ ~~the three month period ended September 30, 2002 was 39.0%.~~

Net income

~~With~~Net income increased by € 3.1.4 million, ~~the~~or ~~net~~52.7% ~~income~~from in€ ~~the three month period ended September~~2.7 ~~30,~~million ~~2003 was at the same level as~~ in the ~~previous year, despite the~~ ~~increased~~first ~~income~~quarter ~~tax~~2003 ~~rate. As a result of higher sales and reduced costs the Company was able~~ to ~~increase~~€ ~~it’s~~4.2 million ~~income~~ in the ~~third~~first quarter ~~2003~~2004, ~~compared~~due to the factors ~~second~~discussed ~~quarter 2003 by € 2~~above.~~2 million.~~

Net income per Ordinary Share and ADR was € 0.3548 (basic) and € 0.3548 (diluted) in ~~both,~~ the three months ended ~~September~~March 3031, ~~2003~~2004 ~~and~~compared to € 0.31 (basic) as well as € 0.31 (diluted) in the three months ended ~~September~~March 3031, ~~2002~~2003.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30, 2002 (Percentages calculated based on amounts in thousands €)

Net Sales

The following table summarizes the Company’s net sales by geographical area:

	Nine months ended
	September 30, 2003				September 30, 2002
	(in thousands €)		%		(in thousands €)		%
Net Sales
Germany		29,093		28.4		32,293		29.1
Europe excluding Germany		33,629		32.9		36,309		32.8
United States		23,067		22.6		27,281		24.6
Rest of World		16,487		16.1		14,970		13.5
Total		102,276		100.0		110,853		100.0

Total net sales revenues decreased by € 8.6 million or 7.7% from € 110.9 million in the nine months ended September 30, 2002 to € 102.3 million in the nine months ended September 30, 2003. Sales in Germany decreased by € 3.2 million from € 32.3 million in the year 2002 to € 29.1 million in the year 2003. Also in Europe (excluding Germany) a decrease in net sales by € 2.7 million from € 36.3 million in the three quarters of 2002 to € 33.6 million in three quarters of 2003 was recorded. The net sales in the U.S. accounted for € 23.1 million and € 27.3 million in the nine months ended September 2003 and September 2002, respectively. The revenue of the sales subsidiary in the U.S. increased in U.S. dollar, but the weakness of the U.S. dollar against the euro led to an adverse currency exchange difference amounting to approximately € 4.6 million. This effect reflects approximately 53.5% of the total sales decrease. Sales in the rest of world (mainly Asia) increased by € 1.5 million or 10.1% from € 15.0 million in 2002 to € 16.5 in 2003.

In most of the Company’s product groups decreased sales were accounted. Turbo pump sales decreased by € 3.7 million from € 41.0 million in the nine months ended September 30, 2002 to € 37.2 million in the respective period in 2003. Sales in fore vacuum pumps decreased by € 0.6 million, sales in vacuum instruments and vacuum components decreased by € 4.8 million, sales in service decreased by € 0.7 million, partly offset by increased sales in systems by € 1.2 million.

The Company’s opinion is that there are first indications for potential economic upturn.

Order-intake and Order-backlog

Orders received decreased by € 3.5 million or 3.2%, from € 109.2 million in the nine months ended September 30, 2002 to € 105.7 million in the nine months ended September 30, 2003. Approximately € 5.1 million of the decrease in orders received are due to an adverse impact of exchange rate differences between the strong euro against the weak U.S. dollar.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company’s backlog shows a decrease in the comparative periods by € 0.8 million or 3.2%, from € 25.2 million to € 24.4 million for the periods ended September 30, 2002 and 2003, respectively. The changes in the exchange rates of the strong euro against the weak U.S. dollar accounted for approximately € 1.1 million and had a negative effect on the backlog.

Contracts are included in backlog only if they represent firm orders and include firm shipping schedules. The backlog position at any particular time should not be construed to represent future levels of sales and orders generally.

Gross Profit

Gross profit decreased by € 6.2 million or 12.5% from € 50.0 million in the nine month period ended September 30, 2002 to € 43.8 million in the nine month period ended September 2003. Gross profit as a percentage of net sales (“gross margin”) decreased from 45.1% to 42.8% in the respective periods. Declining sales and rising cost of sales led to the lower margin. An essential part of this decrease is due to negative exchange rate differences between the strong euro against the U.S. dollar which accounted for approximately € 3.5 million. Additionally the slight decline in the plant utilization rate due to the weakening of the economy led to a lower gross profit.

Selling and Marketing Expenses

Selling and marketing expenses decreased by € 2.2 million from € 17.3 million in the first nine months of the year 2002 to € 15.1 million in the first nine months of 2003. The manpower of the sales and marketing force decreased in 2003 by 11.1% and led to a decrease in selling and marketing expenses. As a percentage of sales, selling and marketing expenses decreased from 15.6% to 14.8%.

General and Administrative Expenses

General and administrative expenses amount to € 9.0 million in the nine months ended September 30, 2003 and increased by € 0.4 million from € 8.6 million in the prior year’s period. As a percentage of sales, general and administrative expenses increased from 7.8% in 2002 to 8.8% in 2003, due to the lower net sales revenue.

Research and Development

Research and development expenses decreased from € 7.5 million in the period ended September 30, 2002 by € 0.7 million to € 6.8 million in 2003. As percentage of sales the research and development expenses decreased from 6.8% in 2002 to 6.7% in 2003.

The Company’s intention is to invest in the needs of future markets, to hold it’s technical advantages, to improve it’s market position and to enter new markets.

The Company expenses all research and development costs as they are incurred. It expects research and development expenses in future will correspond to the current level, approximately.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Operating Profit

Operating profit decreased by € 3.2 million or 24.5% from € 12.9 million in the nine months ended September 30, 2002 to € 9.8 million in the nine months ended September 30, 2003. As a percentage of sales, the operating profit decreased from 11.7% to 9.6%, as the result of the factors discussed above. The operating profit is burdened with a negative effect of the exchange rate changes due to the strong euro against the U.S. dollar amounting to approximately € 2.5 million or 79.8% of the total decrease in operating profit.

Interest income and interest expense

The interest income in the first nine months of the year 2003 amounted to € 1.0 million and decreased slightly from € 1.1 million in 2002. In June 2003 the Company repaid the loan of Kreditanstalt für Wiederaufbau totaling approximately € 9.0 million, using its high cash position.

Foreign exchange gain/loss

The Company recorded in the nine month period 2002 foreign exchange gains amounting to € 0.2 million and in the nine month period 2003 foreign exchange gains amounting to € 1.8 million. According to U.S. GAAP unrealised exchange gains amounting to € 0.9 million are included in 2003, due to the strengthening of the euro against the U.S. dollar.

Income Tax Expense

In the item “Income Tax Expense” (page 16) the Company defined the effects of the new German tax legislation.

The claim of the tax reimbursement for the dividend payment to the shareholders for the year 2002, paid in June 2003, is invalidated. The Company has to expense an amount of approximately € 0.9 million corporation tax within the year 2003. Consequently, the effective tax rate of the nine months ended September 30, 2003 is burdened with this records and increased to 47.0%. The effective tax rate for the nine month period ended September 30, 2002 was 39.0%.

Net Income

Net income decreased by € 2.0 million, or 23.3% from € 8.7 million in the nine months ended September 30, 2002 to € 6.7 million in the nine months ended September 30, 2003, primarily as a result of the factors discussed above.

Net income per Ordinary Share and ADR was € 0.76 (basic) and € 0.76 (diluted) in the nine months ended September 30, 2003 compared to € 0.99 (basic) as well as € 0.99 (diluted) in the nine months ended September 30, 2002.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

The Company’s business continues to generate sufficient cash to fund its operations, including its working capital and capital expenditure requirements. In the ~~nine~~three ~~months~~month period ended ~~September~~March 3031, ~~2003~~2004, net cash provided by operating activities totaled € 144.98 million as compared to € 10 5.74 million for the same period in the prior year.

The ~~increase~~decrease in net cash provided by operating activities is primarily ~~due~~a toresult of the ~~balancing~~enhanced ofnet income, ~~tax~~offset ~~receivables,~~by an increase inof the trade accounts ~~payable~~ toreceivable ~~the~~and ~~normal~~inventories ~~level~~due ~~and~~to the ~~decreased~~significantly higher net ~~income~~sales ~~of the Company~~revenue.

The Company’s use of cash in investing activities ~~decreased~~amounted byto € 30.82 million~~, primarily~~ ~~due to~~ in the ~~purchase~~first quarter of ~~selected~~2004 ~~assets~~and (€ 20.41 million) in the ~~prior year,~~first ~~and~~quarter ~~lower~~of ~~capital expenditures (€ 0.6 million) in~~ 2003.

The investments have been financed by the Company’s cash reserves.

The ~~increase~~Company inhad ~~cash~~no ~~flow used by financing activities, amounting to approximately € 15.7 million (in 2002 € 6.1 million) is primarily a result of the repayment of the~~ long-term debt ~~totaling~~at ~~€ 9.0~~March ~~million.~~31, ~~The Company used its high cash position~~2004, toexcept ~~repay~~for ~~its~~convertible bonds ~~loan~~related ~~due~~ to ~~Kreditanstalt~~employee ~~für Wiederaufbau.~~participation ~~Additionally the Company started a share buy back program~~programs. ~~The~~ ~~treasury stock accounted for approximately € 1.8 million and included the buy~~ ~~back of 75.136 non par value ordinary shares of the Company.~~

~~In June 2003, the Company paid dividends to its shareholders amounting to €~~17 ~~4,902,785.44 for the fiscal year 2002.~~

The Company had no long-term debt as at September 30, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~November~~April 330, ~~2003~~2004

PFEIFFER VACUUM TECHNOLOGY AG By: /s/ Wolfgang Dondorf Wolfgang Dondorf Chief Executive Officer

By: /s/ ~~Wolfgang~~Manfred ~~Dondorf~~Bender ~~Wolfgang~~Manfred ~~Dondorf~~Bender Chief ~~Executive Officer By: /s/ Amandus Waterkamp Amandus Waterkamp Chief~~ Financial Officer

2418

I, Wolfgang Dondorf, certify that:

1. I have reviewed this annual report on Form 6-K of Pfeiffer Vacuum Technology AG; 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 conditions, 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 officer 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 have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days to the filing date of this annual report (the Evaluation Date”); and c) presented this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation date;

5. The registrant’s other certifying officer 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):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weakness in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer 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 weakness.

November 3, 2003

By: /s/ Wolfgang Dondorf Wolfgang Dondorf Chief Executive Officer

I, Amandus Waterkamp, certify that:

November 3, 2003

By: /s/ Amandus Waterkamp Amandus Waterkamp Chief Financial Officer

Filing Compare · PFEIFFER VACUUM TECHNOLOGY AG