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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2010	Feb. 18, 2011	Jun. 30, 2010
Document and Entity Information [Abstract]
Entity Registrant Name	MKS INSTRUMENTS INC
Entity Central Index Key	0001049502
Document Type	10-K
Document Period End Date	Dec. 31, 2010
Amendment Flag	false
Document Fiscal Year Focus	2010
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 938,960,587
Entity Common Stock, Shares Outstanding		51,736,456

Consolidated Balance Sheets - USD ($) $ in Thousands	12 Months Ended
Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2010	Dec. 31, 2009
Current assets:
Cash and cash equivalents	$ 162,476	$ 111,009
Short-term investments	269,457	160,786
Trade accounts receivable, net of allowances of $2,557 and $2,415 at December 31, 2010 and 2009, respectively	138,181	94,215
Inventories	156,429	118,004
Income tax receivable	0	14,476
Deferred income taxes	13,775	21,505
Other current assets	12,577	12,886
Total current assets	752,895	532,881
Property, plant and equipment, net	68,976	67,196
Long-term marketable securities	0	4,853
Goodwill	140,020	144,511
Intangible assets, net	1,743	4,963
Other assets	18,779	19,665
Total assets	982,413	774,069
Current liabilities:
Short-term borrowings	0	12,885
Accounts payable	36,427	26,292
Accrued compensation	29,944	10,658
Income taxes payable	5,347	0
Other current liabilities	37,968	21,465
Total current liabilities	109,686	71,300
Other liabilities	$ 25,688	$ 17,836
Commitments and contingencies (Note 23)
Stockholders' equity:
Preferred Stock, $0.01 par value, 2,000,000 shares authorized; none issued and outstanding	$ 0	$ 0
Common Stock, no par value, 200,000,000 shares authorized; 50,648,601 and 49,514,941 shares issued and outstanding at December 31, 2010 and 2009, respectively	113	113
Additional paid-in capital	663,792	645,411
Retained earnings	171,356	28,769
Accumulated other comprehensive income	11,778	10,640
Total stockholders' equity	847,039	684,933
Total liabilities and stockholders' equity	$ 982,413	$ 774,069

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2010	Dec. 31, 2009
Current assets:
Allowances for trade accounts receivable	$ 2,557,000	$ 2,415,000
Stockholders' equity:
Preferred Stock, par value	$ 0.01	$ 0.01
Preferred Stock, shares authorized	2,000,000	2,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common Stock, par value	$ 0	$ 0
Common Stock, shares authorized	200,000,000	200,000,000
Common Stock, shares issued	50,648,601	49,514,941
Common Stock, shares outstanding	50,648,601	49,514,941

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Net Revenues
Products	$ 763,452	$ 324,951	$ 537,759
Services	89,662	67,742	83,621
Total net revenues	853,114	392,693	621,380
Cost of revenues
Cost of products	421,777	219,776	319,474
Cost of service	52,699	42,701	53,668
Total cost of revenues	474,476	262,477	373,142
Gross profit	378,638	130,216	248,238
Research and development	62,689	50,212	72,753
Selling, general and administrative	119,841	100,429	120,618
Amortization of acquired intangible assets	1,283	2,762	3,993
Goodwill and asset impairment charges		142,958
Gain on sale of asset	(682)
Restructuring		5,516
Income (loss) from operations	195,507	(171,661)	50,874
Interest income	1,052	1,703	7,001
Interest expense	135	62	577
Impairment of investments			(906)
Income (loss) from continuing operations before income taxes	196,424	(170,020)	56,392
Provision (benefit) for income taxes	63,505	(20,659)	16,382
Income (loss) from continuing operations	132,919	(149,361)	40,010
Income (loss) from discontinued operations, net of taxes	9,668	(63,298)	(9,893)
Net income (loss)	$ 142,587	$ (212,659)	$ 30,117
Basic income (loss) per share:
Continuing operations	$ 2.66	$ (3.03)	$ 0.81
Discontinued operations	0.19	(1.28)	(0.20)
Net income (loss)	2.85	(4.31)	0.61
Diluted income (loss) per share:
Continuing operations	2.61	(3.03)	0.79
Discontinued operations	0.19	(1.28)	(0.20)
Net income (loss)	$ 2.80	$ (4.31)	$ 0.59
Weighted average common shares outstanding:
Basic	50,077	49,318	49,717
Diluted	50,927	49,318	50,754

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Statement [Line Items]
Beginning Balance	$ 684,933	$ 886,698	$ 954,009
Net issuance under stock-based plans	6,524	(114)	8,861
Stock-based compensation	10,604	8,845	15,176
Tax (benefit) expense from stock-based plans	1,253	(1,258)	226
Stock repurchases			(115,723)
Comprehensive income (loss) (net of tax):
Net income (loss)	142,587	(212,659)	30,117
Other comprehensive income (loss):
Changes in value of financial instruments designated as cash flow hedges	(2,600)	267	390
Changes in unrealized gain (loss) on investments	28	92	(187)
Foreign currency translation adjustment	3,710	3,062	(6,171)
Ending Balance	847,039	684,933	886,698
Common Stock
Statement [Line Items]
Beginning Balance	$ 113	$ 113	$ 113
Beginning Balance, Shares	49,514,941	49,275,975	54,261,947
Net issuance under stock-based plans, Shares	1,133,660	238,966	681,493
Stock repurchases, Shares			(5,667,465)
Other comprehensive income (loss):
Ending Balance	$ 113	$ 113	$ 113
Ending Balance, Shares	50,648,601	49,514,941	49,275,975
Additional Paid-In Capital
Statement [Line Items]
Beginning Balance	$ 645,411	$ 637,938	$ 685,465
Net issuance under stock-based plans	6,524	(114)	8,861
Stock-based compensation	10,604	8,845	15,176
Tax (benefit) expense from stock-based plans	1,253	(1,258)	226
Stock repurchases			(71,790)
Other comprehensive income (loss):
Ending Balance	663,792	645,411	637,938
Retained Earnings
Statement [Line Items]
Beginning Balance	28,769	241,428	255,244
Stock repurchases			(43,933)
Comprehensive income (loss) (net of tax):
Net income (loss)	142,587	(212,659)	30,117
Other comprehensive income (loss):
Ending Balance	171,356	28,769	241,428
Accumulated Other Comprehensive Income (Loss)
Statement [Line Items]
Beginning Balance	10,640	7,219	13,187
Other comprehensive income (loss):
Changes in value of financial instruments designated as cash flow hedges	(2,600)	267	390
Changes in unrealized gain (loss) on investments	28	92	(187)
Foreign currency translation adjustment	3,710	3,062	(6,171)
Ending Balance	11,778	10,640	7,219
Comprehensive Income (loss)
Statement [Line Items]
Beginning Balance	0	0	0
Comprehensive income (loss) (net of tax):
Net income (loss)	142,587	(212,659)	30,117
Other comprehensive income (loss):
Changes in value of financial instruments designated as cash flow hedges	(2,600)	267	390
Changes in unrealized gain (loss) on investments	28	92	(187)
Foreign currency translation adjustment	3,710	3,062	(6,171)
Comprehensive income (loss)	143,725	(209,238)	24,149
Ending Balance	$ 0	$ 0	$ 0

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Cash flows from operating activities:
Net income (loss)	$ 142,587	$ (212,659)	$ 30,117
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	13,823	18,759	23,524
Stock-based compensation	10,604	8,845	15,274
Provision for excess and obsolete inventory	13,230	20,335	11,401
Impairment of goodwill		193,255
Impairment of intangibles and other long-lived assets		15,242	6,069
Gain on disposal of discontinued operations	(4,432)
Deferred income taxes	10,097	(3,143)	(5,823)
Excess tax benefits from stock-based compensation	(2,112)	(40)	(280)
Other	(560)	1,003	1,300
Changes in operating assets and liabilities:
Trade accounts receivable	(42,540)	(9,935)	23,565
Inventories	(52,467)	(4,677)	7,088
Income taxes	22,796	(19,939)	(2,199)
Other current assets	296	2,511	(3,730)
Accrued expenses and other current liabilities	40,928	(10,757)	(4,384)
Accounts payable	11,220	6,103	(9,175)
Net cash provided by operating activities	163,470	4,903	92,747
Cash flows from investing activities:
Purchases of short-term and long-term available-for-sale investments	(410,551)	(254,057)	(324,375)
Maturities and sales of short-term and long-term available-for-sale investments	306,498	248,147	263,715
Purchases of property, plant and equipment	(15,819)	(4,179)	(13,457)
Proceeds from sale of assets	2,318	128	336
Net proceeds from sale of discontinued operations	15,582
Other	(3,651)	333	(273)
Net cash used in investing activities	(105,623)	(9,628)	(74,054)
Cash flows from financing activities:
Proceeds from short-term borrowings	119,209	162,361	155,922
Payments on short-term borrowings	(132,872)	(166,847)	(160,771)
Repurchases of common stock			(115,723)
Payments on long-term debt			(5,000)
Net proceeds (payments) related to employee stock awards	6,524	(114)	8,861
Excess tax benefit from stock-based compensation	2,112	40	280
Other		(996)	(1,330)
Net cash used in financing activities	(5,027)	(5,556)	(117,761)
Effect of exchange rate changes on cash and cash equivalents	(1,353)	2,029	(5,639)
Increase (decrease) in cash and cash equivalents	51,467	(8,252)	(104,707)
Cash and cash equivalents at beginning of year	111,009	119,261	223,968
Cash and cash equivalents at end of year	162,476	111,009	119,261
Cash paid during the period for:
Interest	78	187	649
Income taxes	$ 47,446	$ 10,038	$ 11,625

Basis of Presentation

12 Months Ended

Dec. 31, 2010

Basis of Presentation [Abstract]

Basis of Presentation


2)	Basis of Presentation

The consolidated financial statements include the accounts of MKS Instruments, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, stock-based compensation, inventory, intangible assets, goodwill, and other long-lived assets, acquisition expenses, income taxes and investments. Management bases its estimates and judgments on historical experience and on various other factors 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.

During 2010, the Company divested two product lines, as their growth potential no longer met the Company’s long-term strategic objectives. The Company completed the sale of Ion Systems, Inc. (“Ion”) during the second quarter of 2010 and the sale of the assets of the Yield Dynamics, LLC (“YDI”) business during the third quarter of 2010. The results of operations of the two product lines have been classified as discontinued operations in the consolidated statements of operations for all periods presented. The assets and liabilities of these discontinued product lines have not been reclassified and segregated in the consolidated balance sheets or consolidated statements of cash flows due to their immaterial amounts. Refer to Note 17 for additional disclosure of the discontinued operations.

For the years 2008 and 2009, shown in the table below, the Company revised the amounts related to cash provided by operating activities and cash used in financing activities in its consolidated statements of cash flows to correct for immaterial errors. These corrections related to adjusting the excess tax benefit amounts associated with stock-based compensation.


	Years Ended December 31,
	2009			2008

Net cash provided by operating activities:
As reported	$	7,368		$	89,777
As adjusted		4,903			92,747

Change	$	(2,465	)	$	2,970

Net cash used in financing activities:
As reported	$	(8,021	)	$	(114,791	)
As adjusted		(5,556	)		(117,761	)

Change	$	2,465		$	(2,970	)

- Definition

Description of the basis of accounting used to prepare the financial statements (for example, U.S. Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). And describes an entity's accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. An entity also may describe its accounting treatment for intercompany accounts and tra nsactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary. And provides an entity's explanation that the preparation of financial statements in conformity with generally accepted accounting principles requires the use of management estimates. Estimates used in the determination of carrying amounts of assets or liabilities, or in disclosure of gain or loss contingencies should be disclosed if known information available prior to issuance of the financial statements indicates that both of these criteria are met: (1) It is at least reasonably possible that the estimate of the effect on the financial statements of a condition, situation, or set of circumstances that existed at the date of the financial statements will change in the near term (less than one year from the date of issuance) due to one or more future confirming events, and (2) The effect of the change would be material to the financial statements. The disclosure should indicate the nature of the uncertainty and include an indication that it is at least reasonably possible that a change in the estimate will occur in the near term. Disclosure of the factors that cause the estimate to be sensitive to change also is encouraged. Entities also may identify those areas that are subject to significant estimates. And classifications in the current financial statements may be different from classifications in the prior year's financial statements. Disclose any material changes in classification including an explanation of the reason for the change and the areas impacted.

+ References + Details

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2010

Summary Of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies


3)	Summary of Significant Accounting Policies

Revenue Recognition and Accounts Receivable Allowances

Revenue from product sales is recorded upon transfer of title and risk of loss to the customer provided that there is evidence of an arrangement, the sales price is fixed or determinable, and collection of the related receivable is reasonably assured. In most transactions, the Company has no obligations to customers after the date products are shipped other than pursuant to warranty obligations. In some instances, the Company provides installation, training, support and services to customers after the product has been shipped. For revenue arrangements with multiple deliverables, the Company defers the fair value related to any undelivered elements until the undelivered element is delivered. Fair value is the price charged when the element is sold separately. The Company provides for the estimated costs to fulfill customer warranty obligations upon the recognition of the related revenue. Shipping and handling fees, if any, billed to customers are recognized as revenue. The related shipping and handling costs are recognized in cost of sales. Accounts receivable allowances include sales returns and bad debt allowances. The Company monitors and tracks the amount of product returns and reduces revenue at the time of shipment for the estimated amount of such future returns, based on historical experience. The Company makes estimates evaluating its allowance for doubtful accounts. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon its historical experience and any specific customer collection issues that it has identified.

Research and Development

Research and development costs are expensed as incurred and consist mainly of compensation related expenses and project materials. The Company’s research and development efforts include numerous projects, which generally have a duration of 3 to 30 months. Acquired in-process research and development (“IPR&D”) expenses, which are capitalized at fair value as an intangible asset until the related project is completed, are then amortized over the estimated useful life of the product. Projects that are abandoned are immediately written off. In prior years, IPR&D was expensed as incurred.

Advertising Costs

Advertising costs are expensed as incurred and were immaterial in 2010, 2009 and 2008.

Stock-Based Compensation

The accounting for share-based compensation expense requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. For restricted stock units (“RSUs”), the fair value is the fair value on the date of grant. The Company has estimated the fair value of share-based options on the date of grant using the Black Scholes pricing model, which is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the Company’s expected stock price volatility over the term of the awards, expected life, risk free interest rate and expected dividends. The Company is also required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates.

Management determined that blended volatility, a combination of historical and implied volatility, is more reflective of market conditions and a better indicator of expected volatility than historical or implied volatility alone. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future.

Net Income Per Share

Basic earnings per share is based on the weighted average number of common shares outstanding, and diluted earnings per share is based on the weighted average number of common shares outstanding and all dilutive potential common equivalent shares outstanding. The dilutive effect of options is determined under the treasury stock method using the average market price for the period. Common equivalent shares are included in the per share calculations when the effect of their inclusion would be dilutive.

Cash and Cash Equivalents and Investments

All highly liquid investments with a maturity date of three months or less at the date of purchase are considered to be cash equivalents. The appropriate classification of investments in securities is determined at the time of purchase. Debt securities that the Company does not have the intent and ability to hold to maturity are classified as “available-for-sale” and are carried at fair value. Unrealized gains and losses on securities classified as available-for-sale are included in accumulated other comprehensive income in consolidated stockholders’ equity.

The Company reviews its investment portfolio on a monthly basis to identify and evaluate individual investments that have indications of possible impairment. The factors considered in determining whether a loss is other-than-temporary include: the length of time and extent to which fair market value has been below the cost basis, the financial condition and near-term prospects of the issuer, credit quality, and the Company’s ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value.

Concentrations of Credit Risk

The Company’s significant concentrations of credit risk consist principally of cash and cash equivalents, investments, forward exchange contracts and trade accounts receivable. The Company maintains cash and cash equivalents with financial institutions including some banks with which it had borrowings. The Company maintains investments primarily in U.S. Treasury and government agency securities and corporate debt securities, with minimum rating of A1-P1 or AAA. The Company enters into forward currency contracts with high credit-quality financial institutions in order to minimize credit risk exposure. The Company’s customers are primarily concentrated in the semiconductor industry, and a limited number of customers account for a significant portion of the Company’s revenues. The Company regularly monitors the creditworthiness of its customers and believes it has adequately provided for potential credit loss exposures. Credit is extended for all customers based primarily on financial condition and collateral is not required.

The Company had one customer comprising 16%, 13% and 19% of net sales for 2010, 2009 and 2008, respectively. During the years 2010, 2009 and 2008, the Company estimated that approximately 64%, 52% and 58% of its net sales, respectively, were to semiconductor capital equipment manufacturers and semiconductor device manufacturers. There were no customers comprising 10% or more of the Company’s accounts receivable balance as of December 31, 2010.

Inventories

The Company values its inventory at the lower of cost (first-in, first-out method) or market. The Company regularly reviews inventory quantities on hand and records a provision to write-down excess and obsolete inventory to its estimated net realizable value, if less than cost, based primarily on its estimated forecast of product demand.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Equipment acquired under capital leases is recorded at the present value of the minimum lease payments required during the lease period. Expenditures for major renewals and betterments that extend the useful lives of property, plant and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in earnings.

Depreciation is provided on the straight-line method over the estimated useful lives of twenty to thirty-one and one-half years for buildings and three to seven years for machinery and equipment, furniture and fixtures and office equipment, which includes enterprise resource planning (“ERP”) software. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the leased asset.

Intangible Assets

Intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are estimated by management based on the fair value of assets acquired. These include acquired customer lists, technology, patents, trade names, covenants not to compete and IPR&D. Intangible assets are amortized from two to eight years on a straight-line basis which represents the estimated periods of benefit. During 2009 and 2008, the Company recorded impairments of indefinite-lived intangible assets of $11,699,000 and $6,069,000, respectively. These impairment charges are classified in discontinued operations in the consolidated statements of operations as the intangible assets relate to the two discontinued product lines.

Goodwill

Goodwill is the amount by which the cost of acquired net assets exceeded the fair value of those net assets on the date of acquisition. The Company allocates goodwill to reporting units at the time of acquisition and bases that allocation on which reporting units will benefit from the acquired assets and liabilities. Reporting units are defined as operating segments or one level below an operating segment, referred to as a component. The Company has determined that its reporting units are components of its one operating segment. The Company assesses goodwill for impairment on an annual basis as of October 31 or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. If the book value of a reporting unit exceeds its fair value, the implied fair value of goodwill is compared with the carrying amount of goodwill. If the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recorded equal to that excess. During 2009, the Company recorded a goodwill impairment charge of $193,254,000. In 2010, the Company reclassified $53,840,000 of the goodwill impairment charge to discontinued operations as it related to the two discontinued product lines.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of its long-lived assets whenever events and changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. This periodic review may result in an adjustment of estimated depreciable lives or asset impairment. When indicators of impairment are present, the carrying values of the asset are evaluated in relation to their operating performance and future undiscounted cash flows of the underlying business. If the future undiscounted cash flows are less than their book value, impairment exists. The impairment is measured as the difference between the book value and the fair value of the underlying asset. Fair values are based on estimates of market prices and assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates, reflecting varying degrees of perceived risk. During 2009, the Company recorded an impairment charge of $3,544,000 resulting from the write-down of the value of a building to its estimated fair value.

Foreign Exchange

The functional currency of the majority of the Company’s foreign subsidiaries is the applicable local currency. For those subsidiaries, assets and liabilities are translated to U.S. dollars at year-end exchange rates. Income and expense accounts are translated at the average exchange rates prevailing during the year. The resulting translation adjustments are included in accumulated other comprehensive income in consolidated stockholders’ equity. Foreign exchange transaction gains and losses, which arise from transaction activity, are reflected in selling, general and administrative expenses in the statement of operations.

Income Taxes

The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. On a quarterly basis, the Company evaluates both the positive and negative evidence that affects the realizability of net deferred tax assets and assesses the need for a valuation allowance. The future benefit to be derived from its deferred tax assets is dependent upon its ability to generate sufficient future taxable income to realize the assets. The Company records a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized. To the extent the Company establishes a valuation allowance, an expense will be recorded as a component of the provision for income taxes on the statement of operations. As of December 31, 2008, the Company had a valuation allowance of $4,653,000 primarily related to state tax credit carryforwards. During 2009, the Company increased the valuation allowance by $548,000 primarily for state tax credit carryforwards, as the Company has determined it is more likely than not that this tax attribute will not be realized. As a result, the valuation allowance was $5,201,000 at December 31, 2009. During 2010, the Company increased the valuation allowance by $20,066,000 primarily related to capital losses incurred from its divested business operations, as the Company determined it is more likely than not that this tax attribute will not be realized. As a result, the valuation allowance is $25,267,000 at December 31, 2010.

Accounting for income taxes requires a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if, based on the technical merits, it is more likely than not that the position will be sustained upon audit, including resolutions of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity. Any change in these factors could result in the recognition of a tax benefit or an additional charge to the tax provision.

Recently Issued Accounting Pronouncements

12 Months Ended

Dec. 31, 2010

Recently Issued Accounting Pronouncements [Abstract]

Recently Issued Accounting Pronouncements


4)	Recently Issued Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued updated guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. This update requires new disclosures on significant transfers of assets and liabilities in and out of Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and also requires a reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. In addition to these new disclosure requirements, this update clarifies certain existing disclosure requirements. For example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of assets and liabilities rather than each major category of assets and liabilities. This update also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. This update was effective for companies with interim and annual reporting periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will become effective for interim and annual reporting periods beginning after December 15, 2010. The Company adopted the updated guidance in the first quarter of 2010 and the adoption did not have a material impact on the Company’s financial position, results of operations, or cash flows.

In October 2009, the FASB issued guidance that establishes new accounting and reporting provisions for arrangements including multiple revenue-generating activities. This guidance provides amendments to the criteria for separating deliverables, measuring and allocating arrangement consideration to one or more units of accounting. The amendments in this guidance also establish a selling price hierarchy for determining the selling price of a deliverable. Significantly enhanced disclosures are also required to provide information about a vendor’s multiple-deliverable revenue arrangements, including information about the nature and terms, significant deliverables, and its performance within arrangements. The amendments also require providing information about the significant judgments made and changes to those judgments and about how the application of the relative selling-price method affects the timing or amount of revenue recognition. The amendments in this guidance are effective prospectively for revenue arrangements entered into or materially modified in the fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect this new guidance to have a material impact on its consolidated financial statements.

In October 2009, the FASB issued guidance that changes the accounting model for revenue arrangements that include both tangible products and software elements that are “essential to the functionality,” and scopes these products out of current software revenue guidance. The new guidance will include factors to help companies determine what software elements are considered “essential to the functionality.” The amendments will now subject software-enabled products to other revenue guidance and disclosure requirements, such as guidance surrounding revenue arrangements with multiple-deliverables. The amendments in this guidance are effective prospectively for revenue arrangements entered into or materially modified in the fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect this new guidance to have an impact on its consolidated financial statements.

Cash and Cash Equivalents and Investments

12 Months Ended

Dec. 31, 2010

Cash and Cash Equivalents and Investments [Abstract]

Cash and Cash Equivalents and Investments


5)	Cash and Cash Equivalents and Investments

In 2008, the Company recorded net impairment charges of $906,000 related to two investments. The Company liquidated its position in these two investments during the third quarter of 2008, one by sale and the other by a structured payment. The Company received a combined total of $3,369,000 from the settlement of these investments during 2008.

The fair value of short-term available-for-sale investments with maturities or estimated lives of less than one year consists of the following:


	Years Ended December 31,
	2010		2009

Money market funds and certificates of deposit	$	15,716	$	4,296
Equity mutual funds		491		449
U.S. agency obligations		230,394		150,648
Corporate obligations		22,856		5,393

	$	269,457	$	160,786

The fair value of long-term available-for-sale investments with maturities or estimated lives of one to five years consists of the following:


	Years Ended December 31,
	2010		2009

U.S. agency obligations	$	—	$	4,853

The following table shows the gross unrealized gains and (losses) aggregated by investment category:


			Gross		Gross
			Unrealized		Unrealized			Estimated
	Cost		Gains		(Losses)			Fair Value

As of December 31, 2010:
Equity mutual funds	$	659	$	—	$	(168	)	$	491
U.S. agency obligations		168,713		35		(28	)		168,720
Corporate obligations		27,980		7		(7	)		27,980

	$	197,352	$	42	$	(203	)	$	197,191

As of December 31, 2009:
Equity mutual funds	$	649	$	—	$	(200	)	$	449
U.S. agency obligations		147,354		75		(82	)		147,347
Corporate obligations		1,493		1		—			1,494

	$	149,496	$	76	$	(282	)	$	149,290

Available-for-sale equity mutual funds consisted of certain U.S. and international equity mutual funds associated with the Company’s supplemental defined contribution retirement benefits.

Interest income is accrued as earned. Dividend income is recognized as income on the date the stock trades “ex-dividend.” The cost of marketable securities sold is determined by the specific identification method and realized gains or losses are reflected in income and were not material in 2010, 2009 and 2008.

- Definition

The entire cash and cash equivalents footnote disclosure, which may include the types of deposits and money market instruments, applicable carrying amounts, restricted amounts and compensating balance arrangements. Cash and equivalents include: (1) currency on hand (2) demand deposits with banks or financial institutions (3) other kinds of accounts that have the general characteristics of demand deposits (4) short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only investments maturing within three months from the date of acquisition qualify. This item represents the entire disclosure related to Investments in Certain Debt and Equity Securities (and certain other trading assets) which include all debt and equity securities (other than those equity securities accounted for under the equity or cost methods of accounting) with readily determinable fair values. Other trading assets include assets that are carried on the balance sheet at fair value and held for trading purposes. A debt security represents a creditor relationship with an enterprise that is in the form of a security. Debt securities include, among other items, US Treasury securities, US government securities, municipal securities, corporate bonds, convertible debt, commercial paper, and all securitized debt instruments. An equity security represents an ownership interest in an enterprise or the right to acquire or dispose of an ownership interest in an enterprise at fixed or determinable prices. Equity securities include, among other things, common stock, certain preferred stock, warrant rights, call options, and put options, b ut do not include convertible debt. An entity may opt to provide the reader with additional narrative text to better understand the nature of investments in debt and equity securities (and other trading assets).

+ References + Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2010

Fair Value Measurements [Abstract]

Fair Value Measurements


6)	Fair Value Measurements

In accordance with the provisions of fair value accounting, a fair value measurement assumes that a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability and defines fair value based upon an exit price model.

The fair value measurement guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value:


Level 1		Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset and liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 assets and liabilities include money market funds, debt and equity securities and derivative contracts that are traded in an active exchange market.
Level 2		Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes corporate obligations and non-exchange traded derivative contracts.
Level 3		Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Assets and liabilities of the Company measured at fair value on a recurring basis as of December 31, 2010, are summarized as follows:


			Fair Value Measurements at Reporting Date Using
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
	December 31,		Identical Assets		Observable Inputs		Inputs
Description	2010		(Level 1)		(Level 2)		(Level 3)

Assets:
Money market funds and certificates of deposit	$	22,748	$	22,748	$	—	$	—
Available-for-sale equity securities:
Equity mutual funds(1)		491		491		—		—
Available-for-sale debt securities:
U.S. agency obligations		267,712		267,712		—		—
Corporate obligations		30,329		30,329		—		—
Derivatives — currency forward contracts		369		—		369		—

Total assets	$	321,649	$	321,280	$	369	$	—

Liabilities:
Supplemental retirement benefits(2)	$	707	$	707	$	—	$	—
Derivatives — currency forward contracts		3,463		—		3,463		—

Total liabilities	$	4,170	$	707	$	3,463	$	—

Assets and liabilities of the Company measured at fair value on a recurring basis as of December 31, 2009, are summarized as follows:


			Fair Value Measurements at Reporting Date Using
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
	December 31,		Identical Assets		Observable Inputs		Inputs
Description	2009		(Level 1)		(Level 2)		(Level 3)

Assets:
Money market funds and certificates of deposit	$	8,071	$	8,071	$	—	$	—
Available-for-sale equity securities:
Equity mutual funds(1)		449		449		—		—
Available-for-sale debt securities:
U.S. agency obligations		158,665		158,665		—		—
Corporate obligations		5,393		5,393		—		—
Derivatives — currency forward contracts		1,505		—		1,505		—

Total assets	$	174,083	$	172,578	$	1,505	$	—

Liabilities:
Supplemental retirement benefits(2)	$	546	$	546	$	—	$	—
Derivatives — currency forward contracts		423		—		423		—

Total liabilities	$	969	$	546	$	423	$	—


(1)		Relates to short-term investments associated with the Company’s supplemental defined contribution retirement benefits.

(2)		Relates to the Company’s obligations to pay benefits under its supplemental defined contribution retirement benefits, which are included in Other liabilities.

Money Market Funds and Certificates of Deposit

As of December 31, 2010, this asset class consisted of time deposits denominated in the Euro currency and a money market portfolio that comprises Federal government and U.S. Treasury securities. The asset class is classified within Level 1 of the fair value hierarchy because its underlying investments are valued using quoted market prices in active markets for identical assets. As of December 31, 2009, this asset class consisted primarily of certificates of deposit at financial institutions.

Available-For-Sale Equity Securities

As of December 31, 2010 and December 31, 2009, available-for-sale equity securities consisted of certain U.S. and international equity mutual funds, classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in an active market for identical assets.

Available-For-Sale Debt Securities

As of December 31, 2010 and December 31, 2009, available-for-sale debt securities consisted of U.S. agency and corporate obligations classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in an active market for identical assets.

Supplemental Retirement Benefits

As of December 31, 2010 and December 31, 2009, supplemental defined contribution retirement benefit liabilities were measured at fair-value based on the market return of certain U.S. and international equity mutual funds, classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in an active market for identical assets.

Derivatives

As a result of the Company’s global operating activities, the Company is exposed to market risks from changes in foreign currency exchange rates, which may adversely affect its operating results and financial position. When deemed appropriate, the Company minimizes its risks from foreign currency exchange rate fluctuations through the use of derivative financial instruments. The principal market in which the Company executes its foreign currency contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants usually are large commercial banks. The forward foreign currency exchange contracts are valued using broker quotations, or market transactions and are classified within Level 2 of the fair value hierarchy.

Assets and liabilities of the Company measured at fair value on a non-recurring basis as of and for the twelve months ended December 31, 2009 are summarized as follows:


			Fair Value Measurements at Reporting Date Using
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
	December 31,		Identical Assets		Observable Inputs		Inputs
Description	2009		(Level 1)		(Level 2)		(Level 3)		Total Losses

Assets:
Goodwill(1)	$	144,511	$	—	$	—	$	144,511	$	193,254
Definite-lived intangible assets(2)		4,963		—		—		4,963		11,699
Long-lived assets held and used		1,297		—		1,297		—		3,544

Total assets	$	150,771	$	—	$	1,297	$	149,474	$	208,497


(1)		For the twelve months ended December 31, 2009, the goodwill impairment charge of $193,254,000 includes $53,840,000 of charges classified in discontinued operations in the consolidated statement of operations.

(2)		For the twelve months ended December 31, 2009, the definite-lived intangible asset impairment charge of $11,699,000 is classified in discontinued operations in the consolidated statement of operations.

In accordance with the provisions of accounting for goodwill and other intangible assets, during the second quarter of 2009, goodwill with a carrying amount of $337,765,000 was written down to its implied fair value of $144,511,000, resulting in an impairment charge of $193,254,000, which was included in earnings in such quarter. In accordance with the provisions of accounting for the impairment of long-lived assets, during the second quarter of 2009, definite-lived intangible assets with a carrying amount of $18,866,000, were written down to their fair value of $7,167,000, resulting in an impairment charge of $11,699,000, which was included in earnings in such quarter. Refer to Note 10 for the information and description used to develop the inputs and the fair value determination of the Level 3 goodwill and other definite-lived intangible assets.

The long-lived asset held with a carrying amount of $4,841,000 was written down in the second quarter of 2009 to its fair value of $1,297,000, resulting in a loss of $3,544,000, which was included in earnings in such quarter. During the first quarter of 2010, the Company sold this long-lived asset for its net realizable value of approximately $1,297,000. In addition, the Company sold a vacated facility during the first quarter of 2010 and received net proceeds of $785,000 and recorded a net gain on the sale of $682,000.

Derivatives

12 Months Ended

Dec. 31, 2010

Derivatives [Abstract]

Derivatives


7)	Derivatives

The Company enters into derivative instruments for risk management purposes only, including derivatives designated as hedging instruments and those utilized as economic hedges. The Company operates internationally and, in the normal course of business, is exposed to fluctuations in interest rates and foreign exchange rates. These fluctuations can increase the costs of financing, investing and operating the business. The Company has used derivative instruments, such as forward contracts, to manage certain foreign currency exposure.

By nature, all financial instruments involve market and credit risks. The Company enters into derivative instruments with major investment grade financial institutions and no collateral is required. The Company has policies to monitor the credit risk of these counterparties. While there can be no assurance, the Company does not anticipate any material non-performance by any of these counterparties.

The Company hedges a portion of its forecasted foreign currency denominated intercompany sales of inventory, over a maximum period of eighteen months, using forward foreign exchange contracts accounted for as cash-flow hedges related to Japanese, South Korean, British and European currencies. To the extent these derivatives are effective in off-setting the variability of the hedged cash flows, and otherwise meet the hedge accounting criteria, changes in the derivatives’ fair value are not included in current earnings but are included in OCI in stockholders’ equity. These changes in fair value will subsequently be reclassified into earnings, as applicable, when the forecasted transaction occurs. To the extent that a previously designated hedging transaction is no longer an effective hedge, any ineffectiveness measured in the hedging relationship is recorded currently in earnings in the period it occurs. The cash flows resulting from forward exchange contracts are classified in the consolidated statements of cash flows as part of cash flows from operating activities. The Company does not enter into derivative instruments for trading or speculative purposes.

To the extent the hedge accounting criteria is not met, the related foreign currency forward contracts are considered as economic hedges and changes in the fair value of these contracts are recorded immediately in earnings in the period in which they occur. These include hedges that are used to reduce exchange rate risks arising from the change in fair value of certain foreign currency denominated assets and liabilities (i.e., payables, receivables) and other economic hedges where the hedge accounting criteria were not met.

As of December 31, 2010 and 2009, the Company had outstanding forward foreign exchange contracts with gross notional values of $87,666,000 and $48,724,000, respectively. The following tables provide a summary of the primary net hedging positions and corresponding fair values held as of December 31, 2010 and 2009:


	December 31, 2010
	Gross Notional
Currency Hedged (Buy/Sell)	Value		Fair Value(1)

U.S. Dollar/Japanese Yen	$	50,104	$	(2,876	)
U.S. Dollar/South Korean Won		27,574		(563	)
U.S. Dollar/Euro		6,934		305
U.S. Dollar/U.K. Pound Sterling		3,054		40

Total	$	87,666	$	(3,094	)


	December 31, 2009
	Gross Notional
Currency Hedged (Buy/Sell)	Value		Fair Value(1)

U.S. Dollar/Japanese Yen	$	28,980	$	1,220
U.S. Dollar/South Korean Won		8,477		(338	)
U.S. Dollar/Euro		8,069		149
U.S. Dollar/U.K. Pound Sterling		3,198		51

Total	$	48,724	$	1,082


(1)		Represents the net receivable (payable) amount included in the consolidated balance sheet.

The following table provides a summary of the fair value amounts of the Company’s derivative instruments:


	Years Ended December 31,
Derivatives Designated as Hedging Instruments	2010			2009

Derivative assets:
Forward exchange contracts	$	369		$	1,505
Derivative liabilities:
Forward exchange contracts		(3,463	)		(423	)

Total net derivative asset (liability) designated as hedging instruments(1)	$	(3,094	)	$	1,082


(1)		The derivative asset of $369,000 and derivative liability of $3,463,000 are classified in other current assets and other current liabilities, respectively, in the consolidated balance sheet as of December 31, 2010. The derivative asset of $1,505,000 and derivative liability of $423,000 are classified in other current assets and other current liabilities, respectively, in the consolidated balance sheet as of December 31, 2009.

The following table provides a summary of the gains (losses) on derivatives designated as hedging instruments:


	Years Ended December 31,
Derivatives Designated as Cash Flow Hedging Relationships	2010			2009		2008

Forward exchange contracts:
Net gain (loss) recognized in OCI(1)	$	(3,346	)	$	1,290	$	465
Net gain (loss) reclassified from accumulated OCI into income(2)		(957	)		1,062		(1,176	)
Net gain (loss) recognized in income(3)		—			313		(223	)


(1)		Net change in the fair value of the effective portion classified in OCI.

(2)		Effective portion classified as cost of products.

(3)		Ineffective portion amount excluded from effectiveness testing, classified in selling, general and administrative.

The following table provides a summary of gains on derivatives not designated as hedging instruments:


	Years Ended December 31,
Derivatives Not Designated as Hedging Instruments	2010		2009		2008

Forward exchange contracts:
Net gain recognized in income(1)	$	—	$	9	$	2,669


(1)		Classified in selling, general and administrative.

The $2,669,000 gain recognized in 2008 was primarily attributable to the settlement of cash and intercompany loans at different foreign exchange rates related to a legal entity consolidation among some of the Company’s foreign subsidiaries.

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2010

Goodwill and Intangible Assets [Abstract]

Goodwill and Intangible Assets


10)	Goodwill and Intangible Assets

Goodwill

The Company tests goodwill for impairment on an annual basis, which has been determined to be as of October 31 of each fiscal year. The Company also tests goodwill between annual tests if an event occurs or circumstances change that indicate that the fair value of a reporting unit may be below its carrying value.

Goodwill impairment is determined using a two-step process. The first step involves a comparison of the estimated fair value of a reporting unit to its carrying amount, including goodwill. In performing the first step, the Company determines the fair value of a reporting unit using a discounted cash flow (“DCF”) analysis. Determining fair value requires the exercise of significant judgment, including judgments about appropriate discount rates, perpetual growth rates, and the amount and timing of expected future cash flows. Discount rates are based on a weighted average cost of capital (“WACC”), which represents the average rate a business must pay its providers of debt and equity. The WACC used to test goodwill was derived from a group of comparable companies. The cash flows employed in the DCF analysis were derived from internal earnings and forecasts and external market forecasts. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed.

The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with its carrying amount of goodwill to measure the amount of impairment loss, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination, whereby the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

The Company determined that during the second quarter of 2010, an interim assessment for impairment was required for the goodwill allocated to its CIT reporting unit, since a component of the reporting unit was sold, and a second component was classified as held for sale. During this interim assessment, the Company determined that the estimated fair value of its CIT reporting unit exceeded its carrying amount and as a result, the goodwill of the reporting unit was not impaired and the second step of the impairment test was not required.

During the second quarter of 2009, the Company determined an interim assessment for impairment should be conducted for its goodwill due to various factors, including market and economic conditions that contributed to a decline in the Company’s forecasted business levels, and the excess of the Company’s consolidated net assets over its market capitalization for a sustained period of time. During this interim assessment, the Company determined that for certain reporting units, the carrying amount of their net assets exceeded their respective fair values, indicating that a potential impairment existed. After completing the second step of the goodwill impairment test, the Company recorded a goodwill impairment charge in the second quarter of 2009 of $193,254,000. In 2010, the Company reclassified $53,840,000 of the goodwill impairment charge to discontinued operations for 2009 as it related to the two discontinued product lines.

As of October 31, 2010, the Company performed its annual impairment assessment of goodwill and determined that no additional impairment charges were required, as the fair value of each reporting unit exceeded its book value.

The changes in the carrying amount of goodwill and accumulated impairment losses were as follows:


	2010									2009
	Gross			Accumulated						Gross		Accumulated
	Carrying			Impairment						Carrying		Impairment
	Amount			Loss			Net			Amount		Loss			Net

Beginning balance at January 1	$	337,765		$	(193,254	)	$	144,511		$	337,765	$	—		$	337,765
Acquired goodwill		2,292			—			2,292			—		—			—
Sale of discontinued operations(1)		(60,623	)		53,840			(6,783	)		—		—			—
Impairment losses(2)		—			—			—			—		(193,254	)		(193,254	)

Ending balance at December 31	$	279,434		$	(139,414	)	$	140,020		$	337,765	$	(193,254	)	$	144,511


(1)		In 2010, the Company sold its Ion business and assets of its YDI business and as a result charged the related net goodwill to the gain on sale of discontinued operations.

(2)		For the twelve months ended December 31, 2009, $53,840,000 of the goodwill impairment charge is classified in discontinued operations in the consolidated statement of operations.

In 2010, the Company purchased a technology company for $2,447,000 to enhance its product portfolio. The Company recorded $2,292,000 of goodwill in connection with the acquisition.

Intangible Assets

The Company is required to test certain long-lived assets when indicators of impairment are present. For the purposes of the impairment test, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Due to various factors, including market and economic conditions that contributed to a decline in the Company’s forecasted business levels, and the excess of the Company’s consolidated net assets over market capitalization for a sustained period of time, the Company concluded an interim assessment for impairment should be conducted for its intangible assets as of April 30, 2009. The Company tested the long-lived assets in question for recoverability by comparing the sum of the undiscounted cash flows attributable to each respective asset group to their carrying amounts, and determined that the carrying amounts were not recoverable. Management then evaluated the fair values of each long-lived asset of the potentially impaired long-lived asset group to determine the amount of the impairment, if any. The fair value of each intangible asset was based primarily on an income approach, which is a present value technique used to measure the fair value of future cash flows produced by the asset. The Company estimated future cash flows over the remaining useful life of each intangible asset. As a result of this analysis, the Company determined that certain of its intangible assets related to completed technology, customer relationships, and patents and trademarks had carrying values that exceeded their estimated fair values. As a result, an impairment charge of $11,699,000 was recorded in the second quarter of 2009. This impairment charge is classified in discontinued operations in the consolidated statement of operations as the intangible assets relate to the two discontinued product lines.

During the fourth quarter of 2008, the adverse economic climate was a significant factor that indicated that the carrying amount of certain long-lived asset groups were not recoverable. A review of future cash flows identified asset groups which had carrying values in excess of future cash flows. The Company reviewed the fair value of the long-lived assets for these asset groups and determined that intangible assets related to customer technologies, relationships, and patents and trademarks had carrying values that exceeded their estimated fair values. As a result, an impairment charge of $6,069,000 was recorded in the fourth quarter of 2008. This impairment charge is classified in discontinued operations in the consolidated statement of operations as the intangible assets relate to a discontinued product line.

Components of the Company’s acquired intangible assets are comprised of the following:


			Accumulated
As of December 31, 2010:	Gross(1)		Amortization(1)			Net

Completed technology	$	76,829	$	(76,230	)	$	599
Customer relationships		8,940		(8,083	)		857
Patents, trademarks, trade names and other		24,638		(24,351	)		287

	$	110,407	$	(108,664	)	$	1,743


(1)		Excludes $18,299,000 and $16,603,000 from gross and accumulated amortization, respectively, as a result of the Company’s sale of its Ion business and assets of its YDI business.


			Impairment			Accumulated
As of December 31, 2009:	Gross		Charges(1)			Amortization			Net

Completed technology	$	88,855	$	(3,812	)	$	(82,705	)	$	2,338
Customer relationships		21,879		(7,113	)		(13,326	)		1,440
Patents, trademarks, trade names and other		29,672		(774	)		(27,713	)		1,185

	$	140,406	$	(11,699	)	$	(123,744	)	$	4,963


(1)		For the twelve months ended December 31, 2009, the intangible asset impairment charge of $11,699,000 is classified in discontinued operations in the consolidated statement of operations.

Aggregate amortization expense related to acquired intangibles for the years 2010, 2009 and 2008 were $1,525,000, $4,407,000 and $9,001,000, respectively. In 2010, the Company reclassified $242,000, $1,645,000 and $5,008,000 of amortization expense to discontinued operations for the years 2010, 2009 and 2008, respectively. Estimated amortization expense for each of the three remaining fiscal years is as follows:


Year	Amount

2011	$	988
2012		389
2013		366

Income Taxes

12 Months Ended

Dec. 31, 2010

Income Taxes [Abstract]

Income Taxes


16)	Income Taxes

A reconciliation of the Company’s effective tax rate to the U.S. federal statutory rate follows:


	Years Ended December 31,
	2010			2009			2008

U.S. Federal income tax statutory rate		35.0	%		(35.0	)%		35.0	%
Federal and state tax credits		(1.1	)		(2.2	)		(4.0	)
State income taxes, net of federal benefit		1.0			(0.6	)		1.6
Effect of foreign operations taxed at various rates		(2.4	)		(2.2	)		(8.4	)
Qualified production activity tax benefit		(0.8	)		(0.6	)		(2.8	)
Non-deductible goodwill		—			27.2			—
Deferred tax asset valuation allowance		(0.1	)		0.3			6.1
Other		0.7			0.9			1.6

		32.3	%		(12.2	)%		29.1	%

The components of income before income taxes and the related provision (benefit) for income taxes consist of the following:


	Years Ended December 31,
	2010		2009			2008

Income (loss) before income taxes:
United States	$	110,779	$	(193,341	)	$	6,665
Foreign		85,645		23,321			49,727

	$	196,424	$	(170,020	)	$	56,392

Current taxes (benefit):
United States Federal	$	27,789	$	(24,606	)	$	9,454
State		3,323		(175	)		1,488
Foreign		22,296		7,265			11,263

		53,408		(17,516	)		22,205
Deferred taxes:
United States Federal		10,021		(394	)		(8,330	)
State and Foreign		76		(2,749	)		2,507

		10,097		(3,143	)		(5,823	)

Provision (benefit) for income taxes	$	63,505	$	(20,659	)	$	16,382

The significant components of the deferred tax assets and deferred tax liabilities were as follows:


	Years Ended December 31,
	2010			2009

Deferred tax assets:
Loss carryforwards and credits	$	27,604		$	8,131
Inventory and warranty reserves		17,116			19,611
Accounts receivable and other accruals		2,794			2,568
Depreciation and amortization		—			6,370
Stock-based compensation		5,692			6,602
Executive supplemental retirement benefits		4,584			3,305
Other		3,824			2,547

Total deferred tax assets	$	61,614		$	49,134

Deferred tax liabilities:
Acquired intangible assets		(3,927	)		(5,015	)
Depreciation and amortization		(1,621	)		—
Other		(1,950	)		(40	)

Total deferred tax liabilities		(7,498	)		(5,055	)

Valuation allowance		(25,267	)		(5,201	)

Net deferred tax assets	$	28,849		$	38,878

At December 31, 2010, the Company had gross Massachusetts research credit carryforwards of $6,588,000. These credit carryforwards will expire at various dates through 2025. In addition, at December 31, 2010, the Company had U.S. federal capital loss carryforwards of $1,655,000 and $59,524,000 that will expire in 2013 and 2015, respectively.

During 2010, the Company sold the assets of its YDI business that resulted in the expiration of business credit carryforwards of $810,000 and U.S. federal net operating losses of $1,936,000. U.S. federal net operating losses remain available to the Company in the amount of $3,553,000 which will expire at various dates through 2027.

Although the Company believes that its tax positions are consistent with applicable U.S. federal, state and international laws, certain tax reserves are maintained at December 31, 2010 should these positions be challenged by the applicable tax authority and additional tax assessed on audit.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:


	Years Ended December 31,
	2010			2009			2008

Balance at beginning of year	$	9,085		$	14,678		$	16,123
Increase (decrease) for prior years		(6	)		(41	)		49
Increases for the current year		6,795			1,693			1,680
Reductions related to settlements with taxing authorities		—			(7,245	)		(1,533	)
Reductions related to expiration of statute of limitations		(604	)		—			(1,641	)

Balance at end of year	$	15,270		$	9,085		$	14,678

At December 31, 2010, the total amount of gross unrecognized tax benefits, which excludes interest and penalties, was approximately $15,270,000. The net increase from December 31, 2009 was primarily attributable to an increase in reserves for existing uncertain tax positions. At December 31, 2010, if these benefits were recognized in a future period, the timing of which is not estimable, the net unrecognized tax benefit of $12,789,000, excluding interest and penalties, would impact the Company’s effective tax rate.

The Company accrues interest expense and, if applicable, penalties, for any uncertain tax positions. Interest and penalties are classified as a component of income tax expense. At December 31, 2010, 2009 and 2008 we had accrued interest on unrecognized tax benefits of approximately $986,000, $651,000 and $1,730,000, respectively.

Over the next 12 months it is reasonably possible that the Company may recognize $2,800,000 to $3,300,000 of previously unrecognized tax benefits related to various U.S. federal, state and foreign tax positions as a result of the conclusion of various audits and the expiration of the statute of limitations. The Company is subject to examination by federal, state and foreign tax authorities. The Company’s U.S. federal tax filings are open for examination for tax years 2007 through present. The statute of limitations in the Company’s other tax jurisdictions remains open between fiscal year 2001 through present.

On a quarterly basis, the Company evaluates both positive and negative evidence that affects the realizability of net deferred tax assets and assesses the need for a valuation allowance. The future benefit to be derived from its deferred tax assets is dependent upon its ability to generate sufficient future taxable income to realize the assets. During 2010, the Company increased its valuation allowance by $20,066,000 primarily related to capital losses incurred from the Company’s divested business operations, as the Company has determined it is more likely than not that the deferred tax assets related to these attributes will not be realized.

Through December 31, 2010, the Company has not provided deferred income taxes on the undistributed earnings of its foreign subsidiaries because such earnings were intended to be permanently reinvested outside the U.S. Determination of the potential deferred income tax liability on these undistributed earnings is not practicable because such liability, if any, is dependent on circumstances existing if and when remittance occurs. At December 31, 2010, the Company had $321,462,000 of undistributed earnings in its foreign subsidiaries.

During 2006, the Company received a notification letter from the Israeli Ministry of Industry Trade and Labor (“MITL”) indicating that its Israeli operations were in compliance with requirements relating to the tax holiday granted to its manufacturing operations in Israel in 2001. This tax holiday is currently due to expire in 2011 and is subject to meeting continued investment, employment and other requirements under the guidelines of the MITL. This tax holiday resulted in income tax savings of $2,700,000, $300,000 and $200,000 for the years 2010, 2009 and 2008, respectively.

Stockholders' Equity

12 Months Ended

Dec. 31, 2010

Stockholders' Equity [Abstract]

Stockholders' Equity


18)	Stockholders’ Equity

Stock Option Exchange Program

Pursuant to the Company’s tender offer to exchange outstanding stock options, during the third quarter 2009, options to purchase 1,330,000 shares of common stock were exchanged for 189,000 RSUs with a one year vesting period. Participants exchanged their eligible option awards for RSUs of an approximate equal fair value and, as such, no incremental compensation expense was recognized as a result of the exchange.

Stock Purchase Plans

The Company’s Third Amended and Restated 1999 Employee Stock Purchase Plan (the “Purchase Plan”) authorizes the issuance of up to an aggregate of 1,950,000 shares of Common Stock to participating employees. Offerings under the Purchase Plan commence on June 1 and December 1 and terminate, respectively, on November 30 and May 31. Under the Purchase Plan, eligible employees may purchase shares of Common Stock through payroll deductions of up to 10% of their compensation. The price at which an employee’s option is exercised is the lower of (1) 85% of the closing price of the Common Stock on the NASDAQ Global Select Market on the day that each offering commences or (2) 85% of the closing price on the day that each offering terminates. During 2010 and 2009, the Company issued 67,132 and 106,841 shares, respectively, of Common Stock to employees who participated in the Purchase Plan at an exercise price of $16.19 per share in 2010 and $11.08 per share in 2009, respectively. As of December 31, 2010, there were 630,131 shares reserved for future issuance under the Purchase Plan. During 2009, the Company suspended the June 1 and December 1 Purchase Plan cycles and as a result, no shares were issued for these cycles. The Company reinstated the Purchase Plan on June 1, 2010.

The Company’s Second Amended and Restated International Employee Stock Purchase Plan (the “Foreign Purchase Plan”) authorizes the issuance of up to an aggregate of 400,000 shares of Common Stock to participating employees. Offerings under the Foreign Purchase Plan commence on June 1 and December 1 and terminate, respectively, on November 30 and May 31. Under the Foreign Purchase Plan, eligible employees may purchase shares of Common Stock through payroll deductions of up to 10% of their compensation. The price at which an employee’s option is exercised is the lower of (1) 85% of the closing price of the Common Stock on the NASDAQ Global Select Market on the day that each offering commences or (2) 85% of the closing price on the day that each offering terminates. During 2010 and 2009, the Company issued 15,063 and 19,571 shares, respectively, of Common Stock to employees who participated in the Foreign Purchase Plan at an exercise price of $16.19 per share in 2010 and $11.08 per share in 2009, respectively. As of December 31, 2010, there were 256,392 shares reserved for future issuance under the Foreign Purchase Plan. During 2009, the Company suspended the June 1 and December 1 Foreign Purchase Plan cycles and as a result, no shares were issued for these cycles. The Company reinstated the Foreign Purchase Plan on June 1, 2010.

Equity Incentive Plans

The Company has granted options to employees under the 2004 Stock Incentive Plan (the “2004 Plan”) and under the Second Restated 1995 Stock Incentive Plan (the “1995 Plan”), and to directors under the 1997 Director Stock Plan (the “1997 Director Plan”) (collectively, the “Plans”). The Plans are administered by the Compensation Committee of the Company’s board of directors.

The Company’s equity incentive Plans are intended to attract and retain employees and to provide an incentive for them to assist the Company to achieve long-range performance goals and to enable them to participate in the long-term growth of the Company. Employees may be granted RSUs, options to purchase shares of the Company’s stock and other equity incentives under the Plans.

The Company’s 2004 Plan was adopted by the board of directors on March 4, 2004 and approved by the stockholders on May 13, 2004. As of December 31, 2010, there were 15,000,000 shares authorized for issuance under the 2004 Plan, which amount shall increase each year by an amount equal to 5% of the total outstanding shares of the Company’s common stock outstanding on January 1 of such year, provided that the maximum aggregate number of shares of common stock which may be issued under the 2004 Plan is 15,000,000 shares (subject to adjustment for certain changes in MKS’ capitalization). The Company may grant options, RSUs, stock appreciation rights and other stock-based awards to employees, officers, directors, consultants and advisors under the 2004 Plan. As of December 31, 2010, there were 12,650,169 shares available for future grants under the 2004 Plan.

The Company’s 1995 Plan expired in November 2005 and no further awards may be granted under the 1995 Plan, although there are still outstanding options which may be exercised under this plan.

The Company’s 1997 Director Plan expired in February 2007 and no further awards may be granted under the 1997 Director Plan, although there are still outstanding options which may be exercised under this plan.

Stock options were granted at an exercise price equal to 100% of the fair value of the Company’s common stock at the date of grant. Generally, stock options granted to employees under the Plans in 2001 and after, vested 25% after one year and 6.25% per quarter thereafter, and expire 10 years after the grant date. Generally, stock options granted under the Plans prior to 2001 vested 20% after one year and 5% per quarter thereafter, and expired 10 years after the grant date. Options granted to directors generally vested at the earliest of (1) one day prior to the next annual meeting, (2) 13 months from date of grant, or (3) the effective date of an acquisition. All stock options are fully vested as of December 31, 2010. RSUs generally vest three years from the date of grant. RSUs granted to employees who are at least 60 years old and have a combined years of age plus years of service (as defined) equal to 70 or more, are expensed immediately. RSUs granted to directors generally vest at the earliest of (1) one day prior to the next annual meeting, (2) 13 months from date of grant, or (3) the effective date of an acquisition. Certain equity incentive awards involve RSUs that are subject to performance conditions (“performance shares”) under the Company’s stock incentive plans. Such performance shares are available, subject to time-based vesting conditions if, and to the extent that, financial or operational performance criteria for the applicable period are achieved. Accordingly, the number of performance shares earned will vary based on the level of achievement of financial or operational performance objectives for the applicable period.

The following table presents the activity for RSUs under the Plans:


	Years Ended December 31,
	2010					2009
				Weighted					Weighted
	Non-vested			Average Grant		Non-vested			Average Grant
	RSUs			Date Fair Value		RSUs			Date Fair Value

Non-vested RSUs — beginning of period		1,581,883		$	19.77		1,824,990		$	21.87
Granted		555,995		$	19.63		682,156		$	15.27
Vested		(706,224	)	$	20.65		(666,247	)	$	21.91
Forfeited or expired		(104,348	)	$	18.32		(259,016	)	$	17.25

Non-vested RSUs — end of period		1,327,306		$	18.34		1,581,883		$	19.77

The following table presents the activity for options under the Plans:


	Years Ended December 31,
	2010					2009					2008
				Weighted					Weighted					Weighted
				Average					Average					Average
				Exercise					Exercise					Exercise
	Options			Price		Options			Price		Options			Price

Outstanding — beginning of period		2,514,822		$	21.67		4,558,838		$	23.44		5,123,056		$	22.74
Exercised		(568,464	)	$	16.49		(134,118	)	$	14.54		(425,256	)	$	14.32
Forfeited or expired		(153,144	)	$	32.51		(1,909,898	)	$	26.18		(138,962	)	$	25.58

Outstanding — end of period		1,793,214		$	22.38		2,514,822		$	21.67		4,558,838		$	23.44

Exercisable at end of period		1,793,214		$	22.38		2,514,197		$	21.67		4,535,282		$	23.46

The following table summarizes information with respect to options outstanding and exercisable under the Plans at December 31, 2010:


	Options Outstanding and Exercisable
			Weighted		Weighted Average
			Average		Remaining		Aggregate Intrinsic
	Number of		Exercise		Contractual Life		Value
	Shares		Price		(In Years)		(In thousands)

$13.54 – $18.44		549,306	$	16.07		2.86	$	4,628
$20.02 – $27.77		1,121,798	$	24.47		1.68		637
$29.00 – $38.30		122,110	$	31.51		2.18		—

		1,793,214					$	5,265

The weighted average remaining contractual life of options exercisable was 2.1 years at December 31, 2010.

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value, based on the Company’s closing stock price of $24.50 as of December 31, 2010, which would have been received by the option holders had all option holders exercised their options as of that date. The total number of in-the-money options exercisable as of December 31, 2010 was 907,834.

The total cash received from employees as a result of employee stock option exercises during the years 2010 and 2009 was approximately $9,375,000 and $1,950,000, respectively. In connection with these exercises, the tax benefits realized by the Company for the years 2010 and 2009 were approximately $1,262,000 and $93,000, respectively.

The Company settles employee stock option exercises and restricted stock vesting with newly issued common shares.

Accumulated Other Comprehensive Income

The balance of accumulated other comprehensive income (loss) was comprised of the following:


			Financial
			Instruments			Unrealized			Accumulated
	Cumulative		Designated as			Gain			Other
	Translation		Cash Flow			(Loss) on			Comprehensive
	Adjustments		Hedges			Investments			Income (Loss)

Balance at December 31, 2008	$	7,039	$	303		$	(123	)	$	7,219
Foreign currency translation adjustment, net of taxes of $0		3,062		—			—			3,062
Changes in value of financial instruments designated as cash flow hedges, net of tax of $83		—		267			—			267
Change in unrealized gain on investments, net of tax of $29		—		—			92			92

Balance at December 31, 2009	$	10,101	$	570		$	(31	)	$	10,640
Foreign currency translation adjustment, net of taxes of $0		3,710		—			—			3,710
Changes in value of financial instruments designated as cash flow hedges, net of tax benefit of $1,576		—		(2,600	)		—			(2,600	)
Change in unrealized gain on investments, net of tax of $17		—		—			28			28

Balance at December 31, 2010	$	13,811	$	(2,030	)	$	(3	)	$	11,778

Stock-Based Compensation

12 Months Ended

Dec. 31, 2010

Stock-Based Compensation [Abstract]

Stock-Based Compensation


19)	Stock-Based Compensation

The Company recognized the full impact of its share-based payment plans in the consolidated statements of operations for the years 2010, 2009 and 2008. As of December 31, 2010 and 2009, the Company capitalized $471,000 of such cost on its consolidated balance sheet. The following table reflects the effect of recording stock-based compensation for the years 2010, 2009 and 2008:


	Years Ended December 31,
	2010			2009		2008

Stock-based compensation expense by type of award:
Employee stock options	$	—		$	158	$	1,936
Restricted stock		10,026			8,218		12,210
Employee stock purchase plan		578			469		1,128

Total stock-based compensation		10,604			8,845		15,274
Tax effect on stock-based compensation		(1,253	)		1,258		(226	)

Net effect on net income or net loss	$	9,351		$	10,103	$	15,048

Effect on net earnings or loss per share:
Basic	$	0.19		$	0.20	$	0.30

Diluted	$	0.18		$	0.20	$	0.30

The pre-tax effect within the consolidated statements of operations of recording stock-based compensation for the years 2010, 2009 and 2008 was as follows:


	Years Ended December 31,
	2010		2009		2008

Cost of sales	$	1,452	$	1,298	$	2,272
Research and development expense		2,391		2,026		3,698
Selling, general and administrative expense		6,761		5,521		9,304

Total pre-tax stock-based compensation expense	$	10,604	$	8,845	$	15,274

Valuation Assumptions

The Company determines the fair value of restricted stock based on the number of shares granted and the closing market price of the Company’s common stock on the date of the award, and estimates the fair value of stock options and employee stock purchase rights using the Black-Scholes valuation model. Such values are recognized as expense on a straight-line basis over the requisite service periods, net of estimated forfeitures except for retirement eligible employees in which the Company expenses the fair value of the grant in the period the grant is issued. The estimation of stock-based awards that will ultimately vest requires significant judgment. The Company considers many factors when estimating expected forfeitures, including types of awards and historical experience. Actual results, and future changes in estimates, may differ substantially from the Company’s current estimates.

There were no options granted during 2010, 2009 and 2008. The total intrinsic value of options exercised during 2010, 2009 and 2008 was approximately $3,518,000, $327,000 and $3,802,000, respectively.

The weighted average fair value per share of employee stock purchase rights granted in 2010, 2009 and 2008 was $5.48, $4.44 and $4.62, respectively. The fair value of the employees’ purchase rights was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:


	Years Ended December 31,
	2010			2009			2008

Employee stock purchase rights:
Expected life (years)		0.5			0.5			0.5
Risk-free interest rate		0.2	%		0.5	%		2.6	%
Expected volatility		48.7	%		68.0	%		47.3	%
Dividend yield		0.0	%		0.0	%		0.0	%

Expected volatilities for 2010, 2009 and 2008 are based on a combination of implied and historical volatilities of the Company’s common stock; the expected life represents the weighted average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and the Company’s historical exercise patterns; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option.

The total intrinsic value of options exercised and the total fair value of shares vested during 2010, 2009 and 2008 was approximately $16,846,000, $10,188,000 and $6,087,000, respectively. As of December 31, 2010, the unrecognized compensation cost related to non-vested stock options was zero. As of December 31, 2010, the unrecognized compensation cost related to restricted stock was approximately $10,306,000, and will be recognized over an estimated weighted average amortization period of 1.8 years.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2010

Commitments and Contingencies [Abstract]

Commitments and Contingencies


23)	Commitments and Contingencies

Brooks Instrument, LLC filed two lawsuits, in one case along with their affiliate BI Products, LLC (collectively with Brooks Instrument, LLC, “Brooks”), against the Company in the United States District Court for the Eastern District of Texas, on April 29, 2010. Brooks also filed one lawsuit against the Company in the United States District Court for the District of Massachusetts on April 29, 2010. These suits were related to the Company’s digital mass flow controllers and digital pressure sensors. Brooks sought injunctive relief and damages for alleged patent infringement, breach of contract and trade secret violations. None of the lawsuits specified a specific amount of damages. The Company responded to the allegations to deny any wrongdoing. In addition, the Company filed counterclaims against Brooks in the courts where they initially brought suit against the Company, seeking injunctive relief and damages for alleged patent infringement by Brooks, relating to their pressure transient insensitive mass flow controllers. On February 22, 2011, the parties entered into a settlement agreement, resolving all the issues in the cases, and on February 23, 2011, the parties filed stipulated dismissals with the appropriate courts.

The Company is subject to various other legal proceedings and claims, which have arisen in the ordinary course of business.

In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

The Company leases certain of its facilities and machinery and equipment under operating leases expiring in various years through 2015 and thereafter. Generally, the facility leases require the Company to pay maintenance, insurance and real estate taxes. Rental expense under operating leases totaled $8,304,000, $8,974,000 and $9,952,000 for 2010, 2009 and 2008, respectively.

Minimum lease payments under operating leases are as follows:


	Operating Leases

Year ending December 31,
2011	$	7,447
2012		6,633
2013		5,182
2014		3,483
2015		2,760
Thereafter		3,653

Total minimum lease payments	$	29,158

As of December 31, 2010, the Company has entered into purchase commitments for certain inventory components and other equipment and services used in its normal operations. The majority of these purchase commitments covered by these arrangements are for periods of less than one year and aggregate to approximately $141,609,000. Additionally, the Company has engaged multiple parties to provide certain computer equipment, IT network services and IT support. These contracts range for periods between two and five years and the obligation at December 31, 2010 of approximately $26,764,000 will be paid over the term of the multiple arrangements. Average annual payments are expected to be approximately $5,353,000.

To the extent permitted by Massachusetts law, the Company’s Restated Articles of Organization, as amended, require the Company to indemnify any of its current or former officers or directors or any person who has served or is serving in any capacity with respect to any of the Company’s employee benefit plans. The Company believes that the estimated exposure for these indemnification obligations is currently not material. Accordingly, the Company has no material liabilities recorded for these requirements as of December 31, 2010.

The Company also enters into agreements in the ordinary course of business which include indemnification provisions. Pursuant to these agreements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified party, generally its customers, for losses suffered or incurred by the indemnified party in connection with certain patent or other intellectual property infringement claims, and, in some instances, other claims, by any third party with respect to the Company’s products. The term of these indemnification obligations is generally perpetual after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in some instances, not contractually limited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification obligations. As a result, the Company believes the estimated fair value of these obligations is minimal. Accordingly, the Company has no liabilities recorded for these obligations as of December 31, 2010.

As part of past acquisitions and divestitures of businesses or assets, the Company has provided a variety of indemnifications to the sellers and purchasers for certain events or occurrences that took place prior to the date of the acquisition or divestiture. Typically certain of the indemnifications expire after a defined period of time following the transaction, but certain indemnifications may survive indefinitely. The maximum potential amount of future payments the Company could be required to make for such obligations is undeterminable at this time. Other than obligations recorded as liabilities at the time of the acquisitions, historically the Company has not made significant payments for these indemnifications. Accordingly, no material liabilities have been recorded for these obligations.

In conjunction with certain asset sales, the Company may provide routine indemnifications whose terms range in duration and often are not explicitly defined. Where appropriate, an obligation for such indemnification is recorded as a liability. Because the amounts of liability under these types of indemnifications are not explicitly stated, the overall maximum amount of the obligation under such indemnifications cannot be reasonably estimated. Other than obligations recorded as liabilities at the time of the asset sale, historically the Company has not made significant payments for these indemnifications.