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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q/A

Amendment No. 1



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



FOR THE TRANSITION PERIOD FROM              TO
            .





COMMISSION FILE NUMBER 000-30203



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NUANCE COMMUNICATIONS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



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|                         |  |                                     
|------------------------ |  | ------------------------------------
|DELAWARE                 |  | 94-3208477                          
|(STATE OF INCORPORATION) |  | (IRS EMPLOYER IDENTIFICATION NUMBER)



1005 HAMILTON AVENUE

MENLO PARK, CALIFORNIA 94025

(650) 847-0000

(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)



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Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO ̈



Indicate by check mark whether the registrant is an accelerate filer (as defined in Rule 12b-2 of the Exchange
Act)    YES  x    NO ̈



35,501,034 shares of the registrants common stock, $0.001 par value,
were outstanding as of April 30, 2004.



This Form 10-Q/A is
being filed for the purpose of amending Items 1, 2 and 4 of Part 1 of Form 10-Q for the quarterly period ended March 31, 2004, as originally filed on May 7, 2004, to restate cost of service, cost of maintenance, and the components of
functional expenses on the condensed consolidated statements of operations for the three months ended March 31, 2004. We have made no further changes to the previously filed Form 10-Q. All information in the Form 10-Q/A is for the
period ended March 31, 2004 and does not reflect information subsequent to May 7, 2004.



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##### Table of Contents

NUANCE COMMUNICATIONS, INC. & SUBSIDIARIES



FORM 10-Q/A, MARCH 31, 2004



CONTENTS



|           |  |                                                                                                                      |  |     
|---------- |  | -------------------------------------------------------------------------------------------------------------------- |  | ----
|ITEMNUMBER |  |                                                                                                                      |  | PAGE
|           |  | PART I: FINANCIAL INFORMATION                                                                                        |  |     
|           |  |                                                                                                                     
|Item 1.    |  | Financial Statements                                                                                                 |  |     
|           |  | Condensed Consolidated Balance Sheets:March 31, 2004 (unaudited) and December 31, 2003                               |  | 3   
|           |  | Condensed Consolidated Statements of Operations:Three months ended March 31, 2004 (As Restated) and 2003 (unaudited) |  | 4   
|           |  | Condensed Consolidated Statements of Cash Flows:Three months ended March 31, 2004 and 2003 (unaudited)               |  | 5   
|           |  | Notes to Condensed Consolidated Financial Statements                                                                 |  | 6   
|           |  |                                                                                                                     
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                |  | 23  
|           |  |                                                                                                                     
|Item 3.    |  | Quantitative and Qualitative Disclosures about Market Risk                                                           |  | 43  
|           |  |                                                                                                                     
|Item 4.    |  | Controls and procedures                                                                                              |  | 44  
|           |  |                                                                                                                     
|           |  | PART II: OTHER INFORMATION                                                                                           |  |     
|           |  |                                                                                                                     
|Item 1.    |  | Legal Proceedings                                                                                                    |  | 45  
|           |  |                                                                                                                     
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                                     |  | 46  
|           |  |                                                                                                                     
|           |  | Exhibit Index                                                                                                        |  | 46  
|           | 
|SIGNATURES |  | 47                                                                                                                  



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##### Table of Contents

PART I: FINANCIAL INFORMATION



ITEM 1: FINANCIAL STATEMENTS



NUANCE COMMUNICATIONS, INC. & SUBSIDIARIES



CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

(Unaudited)



|                                                                                                                                            |  |               |          |   |                  |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                            |  | March 31,2004 |          |   | December 31,2003 |  
|ASSETS                                                                                                                                      |  |               |          |   |                  |   |          |  
|Current assets:                                                                                                                             |  |               |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                   |  | $             | 46,425   |   |                  | $ | 40,206   |  
|Short-term investments                                                                                                                      |  |               | 59,490   |   |                  |   | 66,599   |  
|Accounts receivable, net of allowance for doubtful accounts of $375 and $837, respectively                                                  |  |               | 10,016   |   |                  |   | 13,934   |  
|Prepaid expenses and other current assets                                                                                                   |  |               | 4,963    |   |                  |   | 4,246    |  
|                                                                                                                                            |  |               |          |   |                  |   |          |  
|Total current assets                                                                                                                        |  |               | 120,894  |   |                  |   | 124,985  |  
|Property and equipment, net                                                                                                                 |  |               | 4,186    |   |                  |   | 3,937    |  
|Intangible assets, net                                                                                                                      |  |               | 889      |   |                  |   | 993      |  
|Restricted cash                                                                                                                             |  |               | 11,136   |   |                  |   | 11,113   |  
|Other assets                                                                                                                                |  |               | 466      |   |                  |   | 469      |  
|                                                                                                                                            |  |               |          |   |                  |   |          |  
|Total assets                                                                                                                                |  | $             | 137,571  |   |                  | $ | 141,497  |  
|                                                                                                                                            |  |               |          |   |                  |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                        |  |               |          |   |                  |   |          |  
|Current liabilities:                                                                                                                        |  |               |          |   |                  |   |          |  
|Accounts payable                                                                                                                            |  | $             | 1,096    |   |                  | $ | 1,086    |  
|Accrued vacation                                                                                                                            |  |               | 1,744    |   |                  |   | 1,513    |  
|Accrued liabilities                                                                                                                         |  |               | 5,643    |   |                  |   | 5,407    |  
|Current portion of deferred revenue                                                                                                         |  |               | 8,096    |   |                  |   | 7,731    |  
|Current portion of restructuring accrual                                                                                                    |  |               | 9,363    |   |                  |   | 9,554    |  
|Current portion of capital lease                                                                                                            |  |               |         |   |                  |   | 33       |  
|                                                                                                                                            |  |               |          |   |                  |   |          |  
|Total current liabilities                                                                                                                   |  |               | 25,942   |   |                  |   | 25,324   |  
|Long-term deferred revenue                                                                                                                  |  |               | 537      |   |                  |   | 699      |  
|Long-term restructuring accrual                                                                                                             |  |               | 40,727   |   |                  |   | 42,891   |  
|Other long-term liabilities                                                                                                                 |  |               | 24       |   |                  |   | 22       |  
|                                                                                                                                            |  |               |          |   |                  |   |          |  
|Total liabilities                                                                                                                           |  |               | 67,230   |   |                  |   | 68,936   |  
|                                                                                                                                            |  |               |          |   |                  |   |          |  
|Commitments and contingencies (Note 9)                                                                                                      |  |               |          |   |                  |   |          |  
|Stockholders Equity                                                                                                                        |  |               |          |   |                  |   |          |  
|Common stock, $0.001 par value, 250,000,000 shares authorized; 35,114,000 shares and 34,995,000 shares issued and outstanding,
respectively |  |               | 35       |   |                  |   | 35       |  
|Additional paid-in capital                                                                                                                  |  |               | 330,351  |   |                  |   | 329,975  |  
|Accumulated other comprehensive income                                                                                                      |  |               | 759      |   |                  |   | 748      |  
|Accumulated deficit                                                                                                                         |  |               | (260,804 | ) |                  |   | (258,197 | )
|                                                                                                                                            |  |               |          |   |                  |   |          |  
|Total stockholders equity                                                                                                                  |  |               | 70,341   |   |                  |   | 72,561   |  
|                                                                                                                                            |  |               |          |   |                  |   |          |  
|Total liabilities and stockholders equity                                                                                                  |  | $             | 137,571  |   |                  | $ | 141,497  |  
|                                                                                                                                            |  |               |          |   |                  |   |          |  



The accompanying notes
to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements.



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NUANCE COMMUNICATIONS, INC. & SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)



|                                                              |  |                             |        |   |      |   |        |  
|------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                              |  | Three Months EndedMarch 31, |       
|                                                              |  | 2004                        |        |   | 2003 |  
|                                                              |  | (As Restated, See Note 2)   |        |   |      |  
|Revenue:                                                      |  |                             |        |   |      |   |        |  
|License                                                       |  | $                           | 5,503  |   |      | $ | 6,078  |  
|Service                                                       |  |                             | 3,562  |   |      |   | 2,811  |  
|Maintenance                                                   |  |                             | 3,637  |   |      |   | 2,674  |  
|                                                              |  |                             |        |   |      |   |        |  
|Total revenue                                                 |  |                             | 12,702 |   |      |   | 11,563 |  
|                                                              |  |                            
|Cost of revenue:                                              |  |                             |        |   |      |   |        |  
|License                                                       |  |                             | 88     |   |      |   | 96     |  
|Service (1)                                                   |  |                             | 2,597  |   |      |   | 2,444  |  
|Maintenance (1)                                               |  |                             | 708    |   |      |   | 646    |  
|                                                              |  |                             |        |   |      |   |        |  
|Total cost of revenue                                         |  |                             | 3,393  |   |      |   | 3,186  |  
|                                                              |  |                             |        |   |      |   |        |  
|                                                              |  |                            
|Gross profit                                                  |  |                             | 9,309  |   |      |   | 8,377  |  
|Operating expenses:                                           |  |                             |        |   |      |   |        |  
|Sales and marketing (1)                                       |  |                             | 6,189  |   |      |   | 7,062  |  
|Research and development (1)                                  |  |                             | 4,097  |   |      |   | 3,855  |  
|General and administrative (1)                                |  |                             | 1,929  |   |      |   | 3,134  |  
|Non-cash stock-based compensation expense                     |  |                             | 73     |   |      |   | 74     |  
|Restructuring credits                                         |  |                             | (41    | ) |      |   | (943   | )
|                                                              |  |                             |        |   |      |   |        |  
|Total operating expenses                                      |  |                             | 12,247 |   |      |   | 13,182 |  
|                                                              |  |                             |        |   |      |   |        |  
|Loss from operations                                          |  |                             | (2,938 | ) |      |   | (4,805 | )
|Interest and other income, net                                |  |                             | 234    |   |      |   | 466    |  
|                                                              |  |                             |        |   |      |   |        |  
|Loss before income taxes                                      |  |                             | (2,704 | ) |      |   | (4,339 | )
|Benefit from income taxes                                     |  |                             | (97    | ) |      |   | (64    | )
|                                                              |  |                             |        |   |      |   |        |  
|Net loss                                                      |  | $                           | (2,607 | ) |      | $ | (4,275 | )
|                                                              |  |                             |        |   |      |   |        |  
|Basic and diluted net loss per share                          |  | $                           | (0.07  | ) |      | $ | (0.13  | )
|                                                              |  |                             |        |   |      |   |        |  
|Shares used to compute basic and diluted net loss per share   |  |                             | 35,067 |   |      |   | 34,169 |  
|                                                              |  |                             |        |   |      |   |        |  
|(1)    Excludes non-cash
stock-based compensation as follows: |  |                             |        |   |      |   |        |  
|Service and maintenance cost of revenue                       |  | $                           |       |   |      | $ | 8      |  
|Sales and marketing                                           |  |                             |       |   |      |   | 11     |  
|Research and development                                      |  |                             | 73     |   |      |   | 30     |  
|General and administrative                                    |  |                             |       |   |      |   | 25     |  
|                                                              |  |                             |        |   |      |   |        |  
|Total non-cash stock-based compensation                       |  | $                           | 73     |   |      | $ | 74     |  
|                                                              |  |                             |        |   |      |   |        |  



The accompanying notes
to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements.



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NUANCE COMMUNICATIONS INC. & SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)



|                                                                           |  |                              |         |   |      |   |         |  
|-------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                                                                           |  | Three Months Ended March 31, |        
|                                                                           |  | 2004                         |         |   | 2003 |  
|Cash flows from operating activities:                                      |  |                              |         |   |      |   |         |  
|Net loss                                                                   |  | $                            | (2,607  | ) |      | $ | (4,275  | )
|Adjustments to reconcile net loss to net cash used in operating activities |  |                              |         |   |      |   |         |  
|Depreciation and amortization                                              |  |                              | 786     |   |      |   | 1,125   |  
|Non-cash stock-based compensation                                          |  |                              | 73      |   |      |   | 74      |  
|Provision for doubtful accounts                                            |  |                              | (462    | ) |      |   | 63      |  
|Changes in operating assets and liabilities:                               |  |                              |         |   |      |   |         |  
|Accounts receivable                                                        |  |                              | 4,380   |   |      |   | 855     |  
|Prepaid expenses, other current assets and other assets                    |  |                              | (714    | ) |      |   | (47     | )
|Accounts payable                                                           |  |                              | 10      |   |      |   | (452    | )
|Accrued and other liabilities                                              |  |                              | 436     |   |      |   | 989     |  
|Restructuring accrual                                                      |  |                              | (2,355  | ) |      |   | (2,692  | )
|Deferred revenue                                                           |  |                              | 203     |   |      |   | (821    | )
|                                                                           |  |                              |         |   |      |   |         |  
|Net cash used in operating activities                                      |  |                              | (250    | ) |      |   | (5,181  | )
|                                                                           |  |                              |         |   |      |   |         |  
|Cash flows from investing activities:                                      |  |                              |         |   |      |   |         |  
|Purchase of investments                                                    |  |                              | (15,201 | ) |      |   | (24,020 | )
|Maturities of investments                                                  |  |                              | 22,324  |   |      |   | 29,701  |  
|Purchase of property and equipment                                         |  |                              | (931    | ) |      |   | (574    | )
|Increase (decrease) in restricted cash                                     |  |                              | (23     | ) |      |   | 2       |  
|                                                                           |  |                              |         |   |      |   |         |  
|Net cash generated from investing activities                               |  |                              | 6,169   |   |      |   | 5,109   |  
|                                                                           |  |                              |         |   |      |   |         |  
|Cash flows from financing activities:                                      |  |                              |         |   |      |   |         |  
|Proceeds from exercise of stock options                                    |  |                              | 303     |   |      |   | 6       |  
|                                                                           |  |                              |         |   |      |   |         |  
|Net cash generated from financing activities                               |  |                              | 303     |   |      |   | 6       |  
|                                                                           |  |                              |         |   |      |   |         |  
|Effect of exchange rate fluctuations on cash and cash equivalents          |  |                              | (3      | ) |      |   | 155     |  
|                                                                           |  |                              |         |   |      |   |         |  
|Net increase in cash and cash equivalents                                  |  |                              | 6,219   |   |      |   | 89      |  
|Cash and cash equivalents, beginning of period                             |  |                              | 40,206  |   |      |   | 43,771  |  
|                                                                           |  |                              |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                   |  | $                            | 46,425  |   |      | $ | 43,860  |  
|                                                                           |  |                              |         |   |      |   |         |  
|Supplementary disclosures of cash flow information:                        |  |                              |         |   |      |   |         |  
|Cash paid during the period for:                                           |  |                              |         |   |      |   |         |  
|Interest                                                                   |  | $                            | 2       |   |      | $ | 1       |  
|Income taxes                                                               |  | $                            | 72      |   |      | $ | 309     |  
|Supplementary disclosures of non-cash transactions:                        |  |                              |         |   |      |   |         |  
|Unrealized gain (loss) on available-for-sale securities                    |  | $                            | 14      |   |      | $ | (28     | )



The accompanying notes
to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements.



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NUANCE COMMUNICATIONS, INC. & SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



1. ORGANIZATION AND OPERATIONS



Nuance Communications, Inc. (together with its subsidiaries, the
Company) was incorporated in July 1994 in the state of California, and subsequently reincorporated in March 2000 in the state of Delaware to develop, market and support software that enables enterprises and telecommunications carriers to
automate the delivery of information and services over the telephone. The Companys software product lines consist of software servers that run on industry-standard hardware and perform speech recognition, natural language understanding and
voice authentication. The Company sells its products through a combination of third-party resellers, original equipment manufacturers (OEM), system integrators and directly to the end users.



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation



The unaudited condensed consolidated financial statements have been prepared
by the Company in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in annual financial statements prepared under accounting principles generally accepted in
the United States of America have been condensed or omitted pursuant to these instructions and regulations. In the opinion of management, the financial statements reflect all adjustments, consisting only of normal recurring adjustments considered
necessary for a fair presentation of the consolidated financial position as of March 31, 2004 and December 31, 2003, the results of operations for the three months ended March 31, 2004 and 2003 and cash flow for the three months ended March 31, 2004
and 2003. The results for the periods presented are not necessarily indicative of the results to be expected for the full year or for any future periods. The accompanying condensed consolidated financial statements should be read in conjunction with
the audited consolidated financial statements contained in the Companys Form 10-K filed with the Securities and Exchange Commission on March 24, 2004.



Principles of Consolidation



The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company transactions and balances
have been eliminated.



Use of Estimates



The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the
date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to: allowance for doubtful accounts, restructuring accrual, taxes, contingencies
and percentage of completion of certain revenue contracts. Actual results could differ from those estimates.



Revenue Recognition



Revenues are generated from licenses, services and maintenance. All revenues generated from our worldwide operations are approved at its corporate
headquarters, located in the United States. We applied the provisions of Statement of Position (SOP) No. 97-2, Software Revenue Recognition, as amended by SOP No. 98-9, Modification of SOP No. 97-2, Software Revenue
Recognition, With Respect to Certain Transactions to all transactions involving the sale of software products. We also recognize some revenue based



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NUANCE COMMUNICATIONS, INC. & SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(UNAUDITED)



on SOP No. 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts and EITF Issue No. 03-05
Applicability of AICPA Statement of Position 97-2 to Non-Software Deliverables in an Arrangement Containing More-Than-Incidental Software.



Our license revenue consists of license fees for our software products. The license fees for our software products are calculated primarily by determining
the maximum number of calls that may be simultaneously connected to our software.



For licensed products requiring significant customization, we recognize license revenue using the percentage-of-completion method of accounting over the period that services are performed. For all license and service
agreements accounted for under the percentage-of-completion method, we determine progress to completion based on actual direct labor hours incurred to date as a percentage of the estimated total direct labor hours required to complete the project.
We periodically evaluate the actual status of each project to ensure that the estimates to complete each contract remain accurate. A provision for estimated losses on contracts is made in the period in which the loss becomes probable and can be
reasonably estimated. To date, these losses have not been significant. Costs incurred in advance of billings are recorded as costs incurred exceed the related billings on uncompleted contracts. If the amount of revenue recognized exceeds the amounts
billed to customers, the excess amount is recorded as unbilled accounts receivable. If the amount billed exceeds the amount of revenue recognized, the excess amount is recorded as deferred revenue. Revenue recognized in any period is dependent on
our percentage completion of projects in progress. Significant management judgment and discretion are used to estimate total direct labor hours required to complete the project. Any changes in or deviation from these estimates could have a material
effect on the amount of revenue we recognize in any period.



For licensed products which do not require significant customization of components, we recognize revenue from the sale of software licenses when:



| |  | persuasive evidence of an arrangement exists;
| | - | ---------------------------------------------



| |  | the software and corresponding authorization codes have been delivered;
| | - | -----------------------------------------------------------------------



| |  | the fee is fixed and determinable;
| | - | ----------------------------------



| |  | collection of the resulting receivable is probable.
| | - | ---------------------------------------------------



We use a signed contract and either 1) a purchase order, 2) order form or 3) royalty report as evidence of an arrangement.



Products delivered with acceptance criteria or return rights are not
recognized as revenue until all revenue recognition criteria are achieved. If undelivered products or services exist that are essential to the functionality of the delivered product in an arrangement, delivery is not considered to have occurred.
Delivery is accomplished through electronic distribution of the authorization codes or keys. Occasionally the customer will require that we secure their acceptance of the system in addition to the delivery of the keys. Such acceptance,
when required, typically consists of a demonstration to the customer that, upon implementation, the software performs in accordance with specified system parameters, such as recognition accuracy or transaction completion rates. In the absence of
such required acceptance, we will defer revenue recognition until signed acceptance is obtained.



We consider the fee is fixed and determinable when the price is not subject to refund or adjustments.



We assess whether collection of the resulting receivable is probable based on
a number of factors, including the customers past payment history and its current financial position. If we determine that collection of a fee is not probable, we defer recognition of the revenue until the time collection becomes reasonably
assured, which is upon receipt of the cash payment.



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NUANCE COMMUNICATIONS, INC. & SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(UNAUDITED)



We use the residual method to recognize revenue when a license agreement includes one or more
elements to be delivered at a future date if VSOE of the fair value of all undelivered elements exists. VSOE of fair value is based on the price charged when the element is sold separately, or if not yet sold separately, is established by authorized
management. In situations where VSOE of fair value for undelivered elements does not exist, the entire amount of revenue from the arrangement is deferred and recognized when VSOE of fair value can be established for all undelivered elements or when
all such elements are delivered. In situations where the only undelivered element is maintenance and VSOE of fair value for maintenance does not exist, the entire amount of revenue from the arrangement is recognized ratably over the maintenance
period. As a general rule, license revenue from third-party resellers is recognized when product has been sold through to an end user and such sales have been reported to us. However, certain third-party reseller agreements include time-based
provisions on which we base revenue recognition, in these instances, there is no right of returns possible.



The timing of license revenue recognition is affected by whether we perform consulting services in the arrangement and the nature of those services. In
the majority of cases, we either perform no consulting services or we perform services that are not essential to the functionality of the software. When we perform consulting and implementation services that are essential to the functionality of the
software, we recognize both license and consulting revenue utilizing contract accounting based on the percentage of the consulting services that have been completed. This calculation is done in conformity with SOP No. 81-1; however, judgment is
required in determining the percentage of the project that has been completed. Revenue recognized from such contracts was not significant for the three months ended March 31, 2004 and 2003.



We have also explored the markets for complete speech solutions and
delivering through combined product and services, where we are required to use contract accounting and recognize the bundled license and service revenue based upon percentage of completion. This method of accounting is subject to certain judgments
by us regarding amount of revenue allocated to percentage of work completed. Typically, we would recognize revenue based upon the proportional level of effort expended to complete certain milestones defined in the customer contract or statement of
work.



Service revenue consists of revenue from providing
consulting, training and other revenue. Other revenue consists primarily of reimbursements for consulting out-of-pocket expenses incurred and recognized, in accordance with EITF No. 01-14, Income Statement Characterization of Reimbursements
Received for Out-of-Pocket Expenses Incurred. For services revenue, we require 1) a signed contract and 2) statement of work and 3) purchase order or order form prior to recognizing any services revenue. Our consulting service
contracts are bid either on a fixed-fee basis or on a time-and-materials basis. For a fixed-fee contract, we recognize revenue using the percentage of completion method. For time-and-materials contracts, we recognize revenue as services are
performed. Training service revenue is recognized as services are performed. Losses on service contracts, if any, are recognized as soon as such losses become known.



Maintenance revenue consists of fees for providing technical support and software upgrades and updates. We generally require
a signed contract and purchase order prior to recognizing any maintenance revenue. We recognize all maintenance revenue ratably over the contract term for such maintenance. Customers have the option to purchase or decline maintenance agreements at
the time of the license purchase. If maintenance is declined, a reinstatement fee is generally required when the customer decides to later activate maintenance. Customers generally have the option to renew or decline maintenance agreements annually
during the contract term.



Our standard payment terms are
generally net 30 to 90 days from the date of invoice. Thus, a significant portion of our accounts receivable balance at the end of a quarter is comprised of revenue from that quarter.



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NUANCE COMMUNICATIONS, INC. & SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(UNAUDITED)



Restructuring and Asset Impairment Charges



We accrue for restructuring costs when management approves and commits to a
firm plan. Historically the main components of our restructuring plans have been related to workforce reductions, lease losses as a result of a decision not to occupy certain leased property and asset impairments. Workforce-related charges are
accrued based on an estimate of expected benefits that would be paid out to the employees. To determine the sublease loss, after our cost recovery efforts from subleasing the building, certain assumptions are made related to the (1) time period over
which the building would remain vacant (2) sublease terms (3) sublease rates. We establish the reserves at the low end of the range of estimable cost against outstanding commitments, net of estimated future sublease income. These estimates are
derived using the guidance provided in SAB No. 100, Restructuring and Impairment Charges, EITF No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs
Incurred in a Restructuring) and FASB No.146 Accounting for Costs Associated with Exit or Disposal Activities. These reserves are based upon managements estimate of the time required to sublet the property and the amount of
sublet income that may be generated between the date the property is not occupied and expiration of the lease for the unoccupied property. These estimates are reviewed and revised quarterly and may result in a substantial increase or decrease to
restructuring expense should different conditions prevail than were anticipated in original management estimates.



Valuation Allowance for Doubtful Accounts



We perform ongoing credit evaluations of our customers and adjust credit limits based upon payment history and the customers current
creditworthiness, as determined by our review of their current credit information. We continuously monitor collections and payments from our customers and maintain a provision for estimated credit losses based on a percentage of our accounts
receivable, our historical experience and any specific customer collection issues that we have identified. While such credit losses have historically been within our expectations and appropriate reserves have been established, we cannot guarantee
that we will continue to experience the same credit loss rates that we have experienced in the past. Material differences may result in the amount and timing of revenue and or expenses for any period if management made different judgments or
utilized different estimates.



Income Taxes



In preparing our condensed consolidated financial statements, we are
required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating actual current tax exposures together with assessing tax credits and with assessing temporary differences resulting from
differing treatment of items, such as deferred revenue, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the condensed consolidated balance sheet. We then assess the
likelihood that deferred tax assets will be recovered from future taxable income, and to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this
allowance in a period, we include an expense within the tax provision in our condensed consolidated statement of operations.



Significant management judgment is required in determining our provision for income taxes, income tax credits, our deferred tax assets and liabilities and
any valuation allowance recorded against our net deferred tax assets. We have recorded a valuation allowance due to uncertainties related to our ability to utilize some of our deferred tax assets, primarily consisting of the utilization of certain
net operating loss carry forwards and foreign tax credits before they expire. The valuation allowance is based on estimates of taxable income by the jurisdictions in which we operate and the period over which deferred tax assets will be recoverable.
In the event that actual results differ from these estimates or we adjust these estimates in future periods, we may need to establish an additional valuation allowance, which could impact our financial position and results of operations.



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NUANCE COMMUNICATIONS, INC. & SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(UNAUDITED)



Valuation of Long-lived Assets



We have assessed the recoverability of long-lived assets, including intangible assets other than goodwill, by determining
whether the carrying value of such assets will be recovered through undiscounted future cash flows according to the guidance of SFAS No. 144 Accounting for the Impairment of Disposal of Long Lived Assets. SFAS No. 144 superceded SFAS No.
121 Accounting for the impairment or Disposal of Long-lived Assets in 2002. We assess whether we will recognize the future benefit of long-lived assets, including intangibles in accordance with the provisions of SFAS No. 144. We assess
the impairment of goodwill in accordance with SFAS No. 142 Goodwill and Other Intangible Assets, which became effective in 2002. For assets to be held and used, including acquired intangibles, we initiate our review annually or whenever
events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. Recoverability of an asset is measured by comparison of its carrying amount to the expected future undiscounted cash flows (without
interest charges) that the asset is expected to generate. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Significant management judgment is required in the forecasting of
future operating results which are used in the preparation of projected discounted cash flows and should different conditions prevail, material write downs of net intangible assets and/or goodwill could occur.



It is reasonably possible that the estimates of anticipated future gross
revenue, the remaining estimated economic life of the products and technologies, or both, could differ from those used to assess the recoverability of these costs and result in a write-down of the carrying amount or a shortened life of acquired
intangibles in the future. As of March 31, 2004, we have no goodwill balance and no impairment of intangibles was recorded.



Certain Significant Risks and Uncertainties



The Company operates in a dynamic and highly competitive industry and believes that changes in any of the following areas could have a material adverse
effect on the Companys future financial position, results of operations or cash flows: ability to obtain future financing; volatility of and rapid change in the speech software industry; potential competition from larger, more established
companies in the form of newer and better products; dependence on key employees for technology and support; failure to adopt or develop products based on new industry standards; changes in the overall demand by customers and consumers for products
offered by the Company; changes in certain strategic relationships or customer relationships; the loss of significant customers; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors;
risks associated with changes in domestic and international economic and/or political conditions or regulations; the Companys ability to attract and retain employees necessary to support its anticipated growth; liability with respect to its
software and related claims if software does not function as intended; a lengthy sales cycle which could result in it not being able to obtain sales orders; the Companys inability to protect its proprietary intellectual property rights or to
avoid claims from other companies.



Software Development
Costs  Software to be sold



Costs incurred in the
research and development of software products are expensed as incurred until technological feasibility has been established. Once technological feasibility has been established, these costs are capitalized. The establishment of technological
feasibility and the ongoing assessment of the recoverability of these costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, anticipated future gross product revenues, estimated
economic life and changes in software and hardware technologies. Amounts that could have been capitalized were insignificant and, therefore, no costs have been capitalized to date.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(UNAUDITED)



Software Development Costs  Internal use



The Company purchased software for internal use. Therefore, external direct
costs of software development and payroll and payroll related costs for time spent by employees to implement the software, are capitalized after the preliminary project stage is completed. Accordingly, the Company had capitalized
$191,000 and nil related to the software development for internal use as of March 31, 2004 and December 31, 2003, respectively.



Comprehensive Loss



The Company reports comprehensive loss by major components and in a single total, the change in its net assets from non-owner sources, which for the
Company, is foreign currency translation adjustments and changes in unrealized gains and losses on investments.



The following table presents the components of comprehensive loss for the three months ended March 31, 2004 and 2003:



|                                         |  |                             |        |   |      |   |        |  
|---------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                         |  | Three Months EndedMarch 31, |       
|                                         |  | 2004                        |        |   | 2003 |  
|                                         |  | (In Thousands)              |       
|Net loss                                 |  | $                           | (2,607 | ) |      | $ | (4,275 | )
|Unrealized gain (loss) on investments    |  |                             | 14     |   |      |   | (28    | )
|Foreign currency translation gain (loss) |  |                             | (3     | ) |      |   | 155    |  
|                                         |  |                             |        |   |      |   |        |  
|Comprehensive loss                       |  | $                           | (2,596 | ) |      | $ | (4,148 | )



Stock-based
Compensation



The Company accounts for stock-based
compensation in accordance with the provisions of Accounting Principle Board Opinion (APB) No. 25 Accounting for Stock Issued to Employees, and complies with the disclosure provisions of SFAS No. 123 Accounting for
Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosures. Stock-based compensation is amortized under SFAS No. 123 under the straight-line method. The
Company adopted the disclosure-only provisions of SFAS No. 123.



Pro forma net loss and net loss per share information, as required by SFAS No. 123, has been determined as if the Company had accounted for all employee stock options granted, including shares issued to employees under the Employee Stock
Purchase Plan, under SFAS No. 123s fair value method. The pro forma effect of recognizing compensation expense in accordance with SFAS No. 123 is as follows:



|                                                                                             |  |                                       |         |   |      |   |         |  
|-------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                             |  | Three Months Ended March 31,          |        
|                                                                                             |  | 2004                                  |         |   | 2003 |  
|                                                                                             |  | (In Thousands, Except Per Share Data) |        
|Net loss, as reported                                                                        |  | $                                     | (2,607  | ) |      | $ | (4,275  | )
|Add: Stock-based employee compensation expense included in net loss                          |  |                                       | 73      |   |      |   | 74      |  
|Less: Total stock-based employee compensation expense under fair value method for all awards |  |                                       | (8,221  | ) |      |   | (8,797  | )
|Pro forma net loss                                                                           |  | $                                     | (10,755 | ) |      | $ | (12,998 | )
|Basic and diluted net loss per share - as reported                                           |  | $                                     | (0.07   | ) |      | $ | (0.13   | )
|Basic and diluted net loss per share - pro forma                                             |  | $                                     | (0.31   | ) |      | $ | (0.38   | )



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NUANCE COMMUNICATIONS, INC. & SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(UNAUDITED)



As previously reported in the Annual report on Form 10-K, during the preparation of the
Companys consolidated financial statements for the year ended December 31, 2003, management determined that the pro forma loss and pro forma basic and diluted net loss per share had been calculated incorrectly. Accordingly, such pro forma
amounts for the three months ended March 31, 2003 presented above, have been revised. The effect was to increase the pro forma net loss for the three months ended March 31, 2003 by $6.0 million. This change did not impact the Companys
condensed consolidated financial position, results of operations, or cash flows for any of the periods presented.



Reclassifications and Disclosures



Certain amounts related to financial information presented in the accompanying condensed consolidated financial statements and related notes as of March
31, 2003 have been reclassified to conform to the presentation of the three months ended March 31, 2004.



2004 Financial Statement Restatement



Subsequent to the issuance of our condensed consolidated financial statements for the three months ended March 31, 2004, we discovered that our
presentation of the cost of service, cost of maintenance, and the components of functional expenses for the three months ended March 31, 2004 was not correct due to a misclassification of some common overhead costs. Accordingly, cost of
service, cost of maintenance and components of functional expenses for the three months ended March 31, 2004 have been restated. This change did not impact the Companys condensed consolidated statements of financial position, the
statements of cash flows, revenue or net loss for any of the periods presented.



|                           |  |                                   |       |             |   |      
|-------------------------- |  | --------------------------------- | ----- | ----------- | - | -----
|                           |  | Three months ended March 31, 2004
|                           |  | As previously reported            |       | As restated
|Cost of service            |  | $                                 | 2,653 |             | $ | 2,597
|Cost of maintenance        |  |                                   | 724   |             |   | 708  
|Cost of revenue            |  |                                   | 3,465 |             |   | 3,393
|                           |  |                                  
|Sales and marketing        |  |                                   | 6,274 |             |   | 6,189
|Research and development   |  |                                   | 4,173 |             |   | 4,097
|General and administrative |  |                                   | 1,696 |             |   | 1,929



3. RECENT ACCOUNTING PRONOUNCEMENTS



In January 2003, the FASB issued FIN 46,
Consolidation of Variable Interest Entities, and a revised interpretation of FIN 46 (FIN 46R) in December 2003 (collectively FIN 46). FIN 46 addresses consolidation of variable interest entities. FIN 46
provides guidance for determining when a primary beneficiary should consolidate a variable interest entity or equivalent structure that functions to support the activities of the primary beneficiary. The provisions of FIN 46 are effective
immediately for all variable interest entities created after January 31, 2003. It applies in the first year or interim period ending after December 15, 2003 to variable interest entities in which an enterprise holds a variable interest that it
acquired before February 1, 2003. The Company did not have interest in any variable interest entities as of March 31, 2004, and the adoption of FIN 46 did not have a material effect on the Companys financial statements.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(UNAUDITED)



4. NET LOSS PER SHARE



Net loss per share is calculated under SFAS No. 128, Earnings Per Share. Basic net loss per share is computed
using the weighted average number of shares of common stock outstanding. Diluted net loss per share is equal to basic net loss per share for all periods presented since potential common shares from stock options and warrants are anti-dilutive due to
the reported net loss. Shares subject to repurchase resulting from early exercises of options that have not vested are excluded from the calculation of basic and diluted net loss per share. During the three months ended March 31, 2004 and 2003, the
Company had securities outstanding which could potentially dilute basic earnings per share in the future, but were excluded in the computation of diluted loss per share in such periods, as their effect would have been anti-dilutive due to the net
loss reported in such periods. The total number of shares excluded from diluted net loss per share was 9,699,000 shares and 9,075,000 shares, respectively, for the three months ended March 31, 2004 and 2003.



The following table presents the calculation of basic and diluted net loss
per share (in thousands, except per share data):



|                                                                             |  |                             |        |   |      |   |        |  
|---------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                             |  | Three Months EndedMarch 31, |       
|                                                                             |  | 2004                        |        |   | 2003 |  
|Net loss                                                                     |  | $                           | (2,607 | ) |      | $ | (4,275 | )
|Basic and diluted shares:                                                    |  |                             |        |   |      |   |        |  
|Weighted average shares of common stock outstanding                          |  |                             | 35,067 |   |      |   | 34,192 |  
|Less: weighted average shares of common stock subject to repurchase          |  |                             |       |   |      |   | (23    | )
|                                                                             |  |                             |        |   |      |   |        |  
|Weighted average shares used to compute basic and diluted net loss per share |  |                             | 35,067 |   |      |   | 34,169 |  
|                                                                             |  |                             |        |   |      |   |        |  
|Basic and diluted net loss per share                                         |  | $                           | (0.07  | ) |      | $ | (0.13  | )
|                                                                             |  |                             |        |   |      |   |        |  



5. SHORT-TERM INVESTMENTS



All our investments are classified as available for sale
at March 31, 2004 and December 31, 2003. Available-for-sale investments with original maturities of greater than three months are classified as short-term investments, as these investments generally consist of highly marketable securities that are
intended to be available to meet current cash requirements. Investment securities classified as available-for-sale are reported at market value, and net unrealized gains or losses are recorded in cumulative other comprehensive income (loss), a
separate component of stockholders equity, until realized. Realized gains and losses on non-equity investments are computed based upon specific identification and are included in interest income and other, net.



For all periods presented, realized gains and losses on available-for-sale
investments were not material. Management evaluates investments on a regular basis to determine if an other-than-temporary impairment has occurred. The Companys investments in debt instruments of publicly held companies are generally
considered impaired when a decline in the fair value of an investment as measured by quoted market prices is less than its carrying value, and such a decline is not considered temporary. For the three months ended March 31, 2004, the Company has
incurred no such impairment.



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NUANCE COMMUNICATIONS, INC. & SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(UNAUDITED)



6. INTANGIBLE ASSETS



Information regarding the Companys intangible assets follows (in thousands):



|                     |  |                      |       |                          |   |        |     |  |               |     |  |          
|-------------------- |  | -------------------- | ----- | ------------------------ | - | ------ | --- |  | ------------- | --- |  | ---------
|                     |  | As of March 31, 2004
|                     |  | GrossAmount          |       | Accumulated Amortization |   |        | Net |  | Remaininglife
|Purchased Technology |  | $                    | 2,618 |                          | $ | (1,985 | )   |  | $             | 633 |  | 23 months
|Patents Purchased    |  |                      | 375   |                          |   | (119   | )   |  |               | 256 |  | 42 months
|                     |  |                      |       |                          |   |        |     |  |               |     |  |          
|Total                |  | $                    | 2,993 |                          | $ | (2,104 | )   |  | $             | 889 |  |          
|                     |  |                      |       |                          |   |        |     |  |               |     |  |          



|                     |  |                         |       |                         |   |        |     |  |               |     |  |          
|-------------------- |  | ----------------------- | ----- | ----------------------- | - | ------ | --- |  | ------------- | --- |  | ---------
|                     |  | As of December 31, 2003
|                     |  | GrossAmount             |       | AccumulatedAmortization |   |        | Net |  | Remaininglife
|Purchased Technology |  | $                       | 2,618 |                         | $ | (1,900 | )   |  | $             | 718 |  | 35 months
|Patents Purchased    |  |                         | 375   |                         |   | (100   | )   |  |               | 275 |  | 54 months
|                     |  |                         |       |                         |   |        |     |  |               |     |  |          
|Total                |  | $                       | 2,993 |                         | $ | (2,000 | )   |  | $             | 993 |  |          
|                     |  |                         |       |                         |   |        |     |  |               |     |  |          



As of March 31, 2004,
total estimated amortization of the purchased technology and the patents, for the next five years, is as follows (in thousands):



|                          |  |                      |    
|------------------------- |  | -------------------- | ---
|Year Ended December 31,   |  | Amortization Expense
|2004 (remaining 9 months) |  | $                    | 309
|2005                      |  |                      | 413
|2006                      |  |                      | 117
|2007                      |  |                      | 50 
|2008                      |  |                      |   
|                          |  |                      |    
|Total                     |  | $                    | 889
|                          |  |                      |    



7. GUARANTEES



Guarantees



As of March 31, 2004, the Companys financial guarantees consist of standby letters of credit outstanding, representing
the restricted cash requirements collateralizing the Companys lease obligations. As of March 31, 2004, the maximum amount of potential future payment under the arrangements was $10.9 million related to the Companys Pacific Shores lease
in California and $228,000 related to the Companys Montreal lease, totaling $11.1 million presented as restricted cash on the Companys condensed consolidated balance sheets.



Warranty



The Company does not maintain a general warranty reserve for estimated costs of product warranties at the time revenue is recognized due to the
effectiveness of the Companys extensive product quality program and processes.



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NUANCE COMMUNICATIONS, INC. & SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(UNAUDITED)



Indemnifications to Customers



The Company defends and indemnifies its customers for specified liabilities incurred in any suit or claim brought against
them, alleging that the Companys products infringe a U.S. patent (worldwide, in some instances), copyright, trade secret or similar right. If a product becomes the subject of an infringement claim, the Company has an obligation to, at its
option: (i) replace the product with another non-infringing product that provides substantially similar performance; (ii) modify the infringing product so that it no longer infringes but remains functionally equivalent; (iii) obtain the right for
the customer to continue using the product at the Companys expense and for the third-party reseller to continue selling the product; or (iv) take back the infringing product and refund to customer the purchase price paid, less depreciation
amortized on a straight line basis. The Company has not, to date, been required to make material payments pursuant to these indemnification provisions. The Company has not identified any losses that are probable under these provisions and,
accordingly, the Company has not recorded a liability related to these indemnification provisions.



Indemnifications to Officers and Directors



The Companys corporate by-laws require that the Company indemnify its officers and directors, as well as those who act as directors and officers of other entities at the Companys request, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceedings arising out of their services to Nuance. In addition, the Company has entered into separate indemnification agreements with each
director and each board-appointed officer of Nuance, which provides for indemnification of these directors and officers under similar circumstances. The indemnification obligations are more fully described in the by-laws and the indemnification
agreements. The Company purchases insurance to cover claims or a portion of the claims made against its directors and officers. Since a maximum obligation is not explicitly stated in the Companys by-laws or in its indemnification agreements
and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot be reasonably estimated. Historically, the Company has not made payments related to these obligations, and the
estimated fair value for these obligations is zero on the condensed consolidated balance sheets as of March 31, 2004.



Other Indemnifications



As is customary in the Companys industry and as provided for in local law in the U.S. and other jurisdictions, many of the Companys standard
contracts provide remedies to others with whom the Company enters into contracts, such as defense, settlement, or payment of judgment for intellectual property claims related to the use of the Companys products. From time to time, the Company
indemnifies its suppliers, contractors, lessors, lessees and others with whom the Company enters into contracts, against combinations of loss, expense, or liability arising from various trigger events related to the sale and the use of the
Companys products and services, the use of their goods and services, the use of facilities, the state of the assets and businesses that the Company sells and other matters covered by such contracts, usually up to a specified maximum amount. In
addition, from time to time the Company also provides protection to these parties against claims related to undiscovered liabilities, additional product liability or environmental obligations. In the Companys experience, claims made under such
indemnifications are rare and the associated estimated fair value of the liability is not material. At March 31, 2004, there were no claims for such indemnifications.



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NUANCE COMMUNICATIONS, INC. & SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(UNAUDITED)



8. RESTRUCTURING AND ASSET IMPAIRMENTS



Restructuring on headcount level



The Company had approximately 310 full-time employees as of March 31, 2004. In 2001, the Companys Board of Directors approved a restructuring plan
to align the Companys expenses with revised anticipated demand and create a more efficient organization. As a result, in 2001, the Company reduced the workforce by 80 employees, with reductions ranging between 10% and 20% across all functional
areas and affecting several locations. In 2002, in conjunction with the January 2002 and August 2002 restructuring plans approved by its Board of Directors, the Company reduced the workforce by another 33 and 81 employees, respectively, primarily to
realign the sales organization, to align the cost structure with changing market conditions and to create a more efficient organization. In August 2003, the Company reduced its general and administrative workforce by 9%, or 5 employees, to further
realign the organization to its structure. The Company will continue to evaluate its resource and skills requirements and adjust its staffing appropriately. The Company may, in the future be required to increase its workforce to respond to changes
or growth in its business, and as a result may need to expand its operational and human resources, as well as information systems and controls, to support any such growth. Such expansion may place significant demands on its management and
operational resources.



Restructuring charges based on different plans



Fiscal Year 2001



In April 2001, with Board of Directors approval, the Company implemented a
restructure plan to align its expenses with revised anticipated demand and create a more efficient organization. In connection with the restructuring plan, the Company recorded a restructuring charge of $34.1 million for lease loss and severance
costs and an asset impairment charge of $20.9 million on tenant improvements during the quarter ended September 30, 2001. The Company decreased the asset impairment charge by $0.5 million in the quarter ended December 31, 2001.



In connection with the restructuring plan, the Company decided not to occupy
a new leased facility. This decision has resulted in a lease loss of $32.6 million for the year ended December 31, 2001, comprised of a sublease loss, broker commissions and other facility costs. To determine the sublease loss, the loss after the
Companys cost recovery efforts to sublease the building, certain assumptions were made related to the (1) time period over which the building will remain vacant (2) sublease terms and (3) sublease rates. The Company established the reserves at
the low end of the range of estimable cost against outstanding commitments, net of estimated future sublease income. These estimates were derived using the guidance provided in Staff Accounting Bulletin (SAB) No. 100, Restructuring
and Impairment Charges, and EITF No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring). The lease loss was increased in
August 2002 and September 2003 as described below and will continue to be adjusted in the future upon triggering events (change in estimate of time to sublease, actual sublease rates, etc.).



The Company recorded $1.5 million in costs for the year ended December 31,
2001 associated with severance and related benefits. The Company reduced headcount by approximately 80 employees, with reductions ranging between 10% and 20% across all functional areas and affecting several locations.



Fiscal Year 2002



In January 2002, with Board of Directors approval, the Company implemented a restructuring plan to reduce its workforce. The
restructuring was primarily to realign the sales and professional services structure. The



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(UNAUDITED)



Company recorded a restructuring charge of $1.3 million during the three months ended March 31, 2002, consisting primarily of payroll and related expenses
associated with reducing headcount. This amount was paid out as of December 31, 2002.



In August 2002, with Board of Directors approval, the Company implemented a restructuring plan to reduce its worldwide workforce to realign its expense structure with near term market opportunities. In connection with
the reduction of workforce, the Company recorded a charge of $2.6 million primarily for severance and related employee termination costs. It was fully paid off as of December 31, 2003. For the third quarter 2003, it also reversed an excess accrual
for this restructuring plan, which resulted in recording of $0.2 million as a credit to the restructuring charge line in the condensed consolidated statement of operations.



The plan also included the consolidation of facilities through the closing of certain international offices that resulted in
a charge of $0.7 million, which was fully paid out as of March 31, 2004.



In addition, the Company recorded an increase in its previously reported real estate restructuring accrual related to the new leased facility it does not occupy and which has not been subleased as a result of
continued declines in the condition of the San Francisco Bay Area commercial real estate market. This additional charge of $31.8 million resulted from an analysis of the time period by which the California property will remain vacant, sub-lease
terms and sub-lease rates, altogether reflecting continued softening of the local real estate market.



Fiscal Year 2003



In
the third quarter 2003, the Company reviewed the earlier estimate for the lease loss for the unoccupied leased facility and the condition of the San Francisco Bay Area commercial real estate market. The Company estimated that it might take an
additional 12 months to sublease this unoccupied facility. The Company also reduced the estimates for the expected sublease rates. This evaluation resulted in recording an additional lease loss of $10.4 million and was recorded as part of the
restructuring charges on the condensed consolidated statement of operations.



For the third quarter 2003, the Company reduced its general and administrative workforce to realign the organizational structure. The Company recorded a restructuring charge of $0.2 million primarily for severance and
termination costs relating to the reduction in workforce. As of December 31, 2003, all severance payments were fully paid. In addition, the Company revised the estimate for the August 2002 restructuring plan, which resulted in a $0.2 million credit
to the restructuring charge line in the condensed consolidated statement of operations.



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NUANCE COMMUNICATIONS, INC. & SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(UNAUDITED)



The restructuring charges and balance as of March 31, 2004 are as follows (in thousands):



|                                                     |  |           |         |   |                     |   |        |                  |  |   |                     |   |  |   |         |  
|---------------------------------------------------- |  | --------- | ------- | - | ------------------- | - | ------ | ---------------- |  | - | ------------------- | - |  | - | ------- | -
|                                                     |  | LeaseLoss |         |   | Severance & Related |   |        | Asset Write Down |  |   | Total Restructuring |  
|2001 Plan                                            |  |           |         |   |                     |   |        |                  |  |   |                     |   |  |   |         |  
|Total charges for the year ending December 31, 2001  |  | $         | 32,615  |   |                     | $ | 1,516  |                  |  | $ | 20,424              |   |  | $ | 54,555  |  
|Amount utilized in the year ending December 31, 2001 |  |           | (3,572  | ) |                     |   | (1,416 | )                |  |   | (20,424             | ) |  |   | (25,412 | )
|                                                     |  |           |         |   |                     |   |        |                  |  |   |                     |   |  |   |         |  
|Accrual balance at December 31, 2001                 |  | $         | 29,043  |   |                     | $ | 100    |                  |  | $ |                    |   |  | $ | 29,143  |  
|                                                     |  |           |         |   |                     |   |        |                  |  |   |                     |   |  |   |         |  
|Total charges for the year ending December 31, 2002  |  | $         | 31,829  |   |                     | $ |       |                  |  | $ |                    |   |  | $ | 31,829  |  
|Amount utilized in the year ended December 31, 2002  |  |           | (9,342  | ) |                     |   | (100   | )                |  |   |                    |   |  |   | (9,442  | )
|                                                     |  |           |         |   |                     |   |        |                  |  |   |                     |   |  |   |         |  
|Balance at December 31, 2002                         |  | $         | 51,530  |   |                     | $ |       |                  |  | $ |                    |   |  | $ | 51,530  |  
|                                                     |  |           |         |   |                     |   |        |                  |  |   |                     |   |  |   |         |  
|Total charges for the year ending December 31, 2003  |  | $         | 11,316  |   |                     | $ |       |                  |  | $ | (943                | ) |  | $ | 10,373  |  
|Amount utilized in the year ending December 31, 2003 |  |           | (10,477 | ) |                     |   |       |                  |  |   | 943                 |   |  |   | (9,534  | )
|                                                     |  |           |         |   |                     |   |        |                  |  |   |                     |   |  |   |         |  
|Balance at December 31, 2003                         |  | $         | 52,369  |   |                     | $ |       |                  |  | $ |                    |   |  | $ | 52,369  |  
|                                                     |  |           |         |   |                     |   |        |                  |  |   |                     |   |  |   |         |  
|Total charges for the quarter ended March 31, 2004   |  | $         |        |   |                     | $ |       |                  |  | $ |                    |   |  | $ |        |  
|Amount utilized in the quarter ended March 31, 2004  |  |           | (2,279  | ) |                     |   |       |                  |  |   |                    |   |  |   | (2,279  | )
|                                                     |  |           |         |   |                     |   |        |                  |  |   |                     |   |  |   |         |  
|Balance at March 31, 2004                            |  | $         | 50,090  |   |                     | $ |       |                  |  | $ |                    |   |  | $ | 50,090  |  
|                                                     |  |           |         |   |                     |   |        |                  |  |   |                     |   |  |   |         |  
|Current restructuring accrual                        |  | $         | 9,363   |   |                     | $ |       |                  |  | $ |                    |   |  | $ | 9,363   |  
|Long-term restructuring accrual                      |  | $         | 40,727  |   |                     | $ |       |                  |  | $ |                    |   |  | $ | 40,727  |  



As of March 31, 2004,
the Company expects the remaining future net cash outlay for the restructuring plans to be $50.1 million, in which $9.4 million of the lease loss is to be paid out over the next 12 months and $40.7 million is to be paid out over the remaining life
of the lease of approximately eight years.



The Company has
recorded a lease loss related to future lease commitments of its Pacific Shores lease, net of estimated sublease income. However, under the condition of the San Francisco Bay Area commercial real estate market, the Company may be required to
periodically reevaluate the components of the estimated sublease income, because it affects the estimated lease loss for the unoccupied leased facility. Specifically, the Company is required to reevaluate the time that it might take to sublease this
unoccupied facility, as well as the expected sublease rates. This evaluation may result in additional lease loss, which would increase the restructuring charges on the condensed consolidated statement of operations.



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NUANCE COMMUNICATIONS, INC. & SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(UNAUDITED)



9. COMMITMENTS AND CONTINGENCIES



Operating leases



The Company leases its facilities under non-cancelable operating leases with various expiration dates through July 2012. As of March 31, 2004, future
minimum lease payments under these agreements (excluding sublease income), including the Companys unoccupied leased facility, are as follows(in thousands):



|                                    |  |                  |       
|----------------------------------- |  | ---------------- | ------
|Year Ended December 31,             |  | Operating leases
|2004 (remaining 9 months)           |  | $                | 6,796 
|2005                                |  |                  | 8,399 
|2006                                |  |                  | 8,617 
|2007                                |  |                  | 8,877 
|2008                                |  |                  | 8,980 
|Thereafter                          |  |                  | 34,795
|                                    |  |                  |       
|Total future minimum lease payments |  | $                | 76,464
|                                    |  |                  |       



In May 2000, the
Company entered into a Pacific Shore lease for the new headquarters facility. The lease has an eleven-year term, which began in August 2001. In conjunction with the April 2001 restructuring plans, the Company decided not to occupy this new leased
facility. The monthly cash payment for the Pacific Shore lease was approximately $600,000. For the year ended December 31, 2003, the Company lowered the estimates for the expected sublease rental rates. This evaluation resulted in recording an
additional lease loss of $10.4 million. For the three months ended March 31, 2004, the Company reviewed its earlier estimate for the sublease loss and estimated that there may be an additional 12 months that the property will remain vacant. The
future minimum lease payments table referenced above does not include common area maintenance charges or estimated sublease income, as there are no sublease commitments as of March 31, 2004.



For all the occupied buildings, rent expense for the three months ended March
31, 2004 and 2003 was approximately $532,000 and $514,000, respectively.



Employment Agreements



In April 2003, the Company entered into an employment agreement with its President and Chief Executive Officer. This employment agreement provides for annual base salary compensation, variable compensation, stock option grants, and stock
option acceleration and severance payments in the event of termination of employment under certain defined circumstances or upon a change in control of the Company. Variable and equity compensation are subject to adjustments according to the
Companys financial performance and other factors.



Legal



On April 8, 2004, the Company was
served with a civil complaint filed by Voice Capture, Inc. against the Company in the United States District Court for the Southern District of Iowa (the Complaint). The Complaint, which also names as defendants Intel Corporation and
Dialogic Corporation, alleges that certain software and services of the Company infringe upon certain claims contained in U.S. Patent No. Re 34,587 (Interactive Computerized Communications Systems with Voice Input and Output). The
plaintiff is seeking unspecified damages. The Company is currently investigating the allegations raised in the Complaint. However, the Company believes that the allegations of the Complaint are without merit and intends to defend the litigation
vigorously.



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NUANCE COMMUNICATIONS, INC. & SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(UNAUDITED)



In August 2001, the first of a number of complaints was filed, in the United States District Court
for the Southern District of New York, on behalf of a purported class of persons who purchased the Companys stock between April 12, 2000, and December 6, 2000. Those complaints have been consolidated into one action. The complaint generally
alleges that various investment bank underwriters engaged in improper and undisclosed activities related to the allocation of shares in the Companys initial public offering of securities. The complaint makes claims for violation of several
provisions of the federal securities laws against those underwriters, and also against the Company and some of directors and officers. Similar lawsuits, concerning more than 250 other companies initial public offerings, were filed in 2001. In
February 2003, the Court denied a motion to dismiss with respect to the claims against the Company. In the third quarter of 2003, a proposed settlement in principle was reached among the plaintiffs, issuer defendants (including the Company) and the
issuers insurance carriers. The settlement calls for the dismissal and release of claims against the issuer defendants, including the Company, in exchange for a contingent payment to be paid, if necessary, by the issuer defendants
insurance carriers and an assignment of certain claims. The timing of the conclusion of the settlement remains unclear, and the settlement is subject to a number of conditions, including finalization of appropriate documentation and approval of the
Court. The settlement is not expected to have any material impact upon the Company, as payments, if any, are expected to be made by insurance carriers, rather than by the Company. In the event a settlement is not concluded, the Company intends to
defend the litigation vigorously. The Company believes that it has meritorious defenses to the claims against itself.



In mid 2001, putative shareholder derivative actions were filed in the state of California, alleging breaches of fiduciary duty and insider trading by
various directors and officers of the Company. As the Company is named as a nominal defendant, the actions did not appear to seek any recovery against it. The Court approved the settlement and dismissal of these actions in November 2003. The
settlement did not require any payments by the Company.



In
March 2001, the first of a number of stockholder class action complaints were filed, in the United States District Court for the Northern District of California, against the Company and certain of its officers and directors. The lawsuits were
consolidated and an amended complaint was filed on behalf of a purported class of people who purchased the Companys stock during the period January 31, 2001, through March 15, 2001, alleging false and misleading statements and insider trading
in violation of the federal securities laws. The plaintiffs were seeking unspecified damages. In November 2003, the Court approved a settlement and dismissal of the action. The settlement was funded entirely by the Companys insurers in August
and September 2003.



In January 2001, the Company filed an
opposition proceeding in the European community against a Community Trade Mark application for NUANCE, owned by Nuance Global Traders, Ltd. The opposition is still pending. The parties have agreed upon a settlement, which will become final upon,
among other things, completion of final settlement documents.



The Company is subject to various other legal proceedings, claims and litigation that arise in the normal course of business. While the outcome of these matters is currently not determinable, management does not expect that the ultimate
costs to resolve these matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.



10. STOCK-BASED COMPENSATION



Approximately 3,152,000 stock options were granted by the Company before its initial public offering in 2000, at a weighted average exercise price of
$8.58. The Company records deferred stock compensation equal to the difference, if any, between the grant price and fair value of the Companys common stock on the date of



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NUANCE COMMUNICATIONS, INC. & SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(UNAUDITED)



grant. The Company recorded deferred stock compensation of approximately $8.7 million within stockholders equity, representing the difference, if any,
between the estimated fair value of the common stock for accounting purposes and the option exercise price of these options at the date of grant. This amount was presented as a reduction of stockholders equity and was being amortized over the
vesting period of the applicable options. For the three months ended March 31, 2003, the Company recorded amortization of deferred compensation of $76,000 and reversed excess amortization of deferred stock compensation due to termination of
employees ($2,000), resulting in net expense of deferred compensation of $74,000. Deferred stock-based compensation was fully amortized as of December 31, 2003.



In the first quarter of 2004, the Company accelerated options to purchase 12,500 shares of common stock to one officer who left the Company on February
9, 2004. In connection with this acceleration, the Company recorded $73,000 as Non-cash stock-based compensation expense, which was calculated by taking the difference between the fair value of the common stock on the date of acceleration less the
option exercise price times the number of options accelerated, in its condensed consolidated statement of operations for the quarter ended March 31, 2004.



11. SEGMENT REPORTING



The Companys operating segments are defined as components of the Company about which separate financial information is available that is evaluated
regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Companys chief operating decision maker is the Chief Executive Officer of the Company.



The Company derives revenues from three primary sources: 1)
license, 2) service and 3) maintenance. Revenue and cost of revenue for the segments are identical to those presented on the accompanying condensed consolidated statement of operations. The Company does not track expenses nor derive profit or loss
based on these segments. The Company also does not track assets by segments.



Sales of licenses, as well as services and maintenance through March 31, 2004, occurred through third-party resellers and direct sales representatives located in the Companys headquarters in Menlo Park,
California, and in other locations. These sales were supported through the Menlo Park location. The Company does not separately report costs by region internally.



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NUANCE COMMUNICATIONS, INC. & SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(UNAUDITED)



Revenues are based on the country in which the end-user is located. The following is a summary of
license, service and maintenance revenue by geographic region (in thousands):



|                          |  |                             |        |      |   |       
|------------------------- |  | --------------------------- | ------ | ---- | - | ------
|                          |  | Three Months EndedMarch 31,
|                          |  | 2004                        |        | 2003
|License Revenue:          |  |                             |        |      |   |       
|United States             |  | $                           | 4,222  |      | $ | 3,733 
|Canada                    |  |                             | 190    |      |   | 1,250 
|Europe                    |  |                             | 776    |      |   | 626   
|Asia Pacific              |  |                             | 261    |      |   | 467   
|Latin America             |  |                             | 54     |      |   | 2     
|                          |  |                             |        |      |   |       
|Total license revenue     |  | $                           | 5,503  |      | $ | 6,078 
|                          |  |                             |        |      |   |       
|Service Revenue:          |  |                             |        |      |   |       
|United States             |  | $                           | 1,135  |      | $ | 1,951 
|Canada                    |  |                             | 1,875  |      |   | 646   
|Europe                    |  |                             | 304    |      |   | 170   
|Asia Pacific              |  |                             | 192    |      |   | 30    
|Latin America             |  |                             | 56     |      |   | 14    
|                          |  |                             |        |      |   |       
|Total service revenue     |  | $                           | 3,562  |      | $ | 2,811 
|                          |  |                             |        |      |   |       
|Maintenance Revenue:      |  |                             |        |      |   |       
|United States             |  | $                           | 2,275  |      | $ | 1,846 
|Canada                    |  |                             | 341    |      |   | 235   
|Europe                    |  |                             | 501    |      |   | 417   
|Asia Pacific              |  |                             | 365    |      |   | 65    
|Latin America             |  |                             | 155    |      |   | 111   
|                          |  |                             |        |      |   |       
|Total maintenance revenue |  | $                           | 3,637  |      | $ | 2,674 
|                          |  |                             |        |      |   |       
|Total revenue:            |  |                             |        |      |   |       
|United States             |  | $                           | 7,632  |      | $ | 7,530 
|Canada                    |  |                             | 2,406  |      |   | 2,131 
|Europe                    |  |                             | 1,581  |      |   | 1,213 
|Asia Pacific              |  |                             | 818    |      |   | 562   
|Latin America             |  |                             | 265    |      |   | 127   
|                          |  |                             |        |      |   |       
|Total revenue             |  | $                           | 12,702 |      | $ | 11,563
|                          |  |                             |        |      |   |       



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ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this
report. The results shown herein are not necessarily indicative of the results to be expected for any future periods.



This section contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including, but not limited to, statements regarding revenue and expense trends and cash positions, sales and marketing, hiring activities, product development and product capabilities and performance, as well as the
Companys expectations, beliefs, intentions or strategies regarding the future. Words such as anticipates, expects, intends, may, will, plans, believes,
seeks, projected, assumes and estimates and other similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and actual actions
or results may differ materially. These statements are based on information available to us on the date hereof, and the Company assumes no obligation to update any such forward-looking statements. These statements involve risks and uncertainties and
actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including, but not limited to, those set forth in Risk Factors below and elsewhere in this Report on
Form 10-Q/A and in other reports or documents filed by us from time to time with the Securities and Exchange Commission.



OVERVIEW



We develop, market and support speech software products for automating interactions over the telephone for a range of industries and applications. Our
products include: speech recognition software, which is used to recognize what a person says, deliver responses and information and perform transactions; text-to-speech synthesis software, which converts text, for example, from a database, email or
web page into an audio signal to deliver speech over the telephone; voice authentication software, which can be used to verify the identity of speakers by the unique qualities of their voices; grammars, which define the dictionary of possible caller
responses for use in applications; and a standards-based software platform designed as a foundation for speech application deployment and management and a packaged speech routing application product. Two of these products are new and were released
in 2003: Nuance Voice Platform (NVP), an open, standards-based software platform optimized for speech solutions, was released in the first quarter 2003 and Nuance Call Steering (NCS), a packaged application designed to
accurately and cost-effectively route phone calls to the correct customer care destinations, was released in the second quarter of 2003. We plan to add additional applications for key industries, which, like NCS, will be designed to leverage the
features inherent in our engines and platform while reducing deployment time and cost.



We seek to actively support both emerging industry standards as well as proprietary development environments. Our software is designed to work with VoiceXML, the recognized industry standard language for the creation
of voice-driven products and services.

We also offer a range of consulting, support and education services that enable our customers and
third-party resellers to develop and maintain voice-driven applications that use our software products.



We sell our products both directly through our sales force and indirectly through third-party resellers. We sell our products to customers in the United
States, Canada, the United Kingdom and other countries in Europe, China and other countries in Asia, and Latin America. We anticipate that markets outside of the United States will continue to represent a significant portion of total future revenue.



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OVERVIEW OF OPERATIONS



Our growth and anticipated profitability are heavily dependent upon general economic conditions and demand for information technology. Our growth has
traditionally been fueled by sales to the telecommunications and financial services industries. Some industries have sustained slowdowns over the past several years. Even though information technology spending appears to be increasing, it is
difficult to predict the trend in information technology spending trend for the foreseeable future.



In response to the challenging business environment, we have evolved and continue to evolve our strategic direction in a way that we believe will improve
our business performance. Our strategic objectives include:



| |  | focusing resources on geographic and industry targets believed to have the highest potential for revenue,
| | - | ---------------------------------------------------------------------------------------------------------



| |  | evolving our voice platform and developing supporting applications designed to increase the speed and ease of deployment and reduce the total cost of ownership of speech systems,
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | developing and strengthening a multi-channel selling model,
| | - | -----------------------------------------------------------



| |  | developing advanced speech technologies that deliver customer value and maintain our leadership position in the speech industry.
| | - | --------------------------------------------------------------------------------------------------------------------------------



Some specific operating changes have already been accomplished, such as the
restructuring actions taken in 2002 and 2003, two newly released products in 2003, NVP in March 2003 and NCS in June 2003, the sales execution with a multi-channel strategy, the development of the new platform Value Added Reseller (VAR)
channel, and our focus on driving complete speech solutions into the large telecom and enterprise call center markets. We plan to introduce certain new applications in the future. Other operating activities, including new products and changes to
selling and delivery channels, will continue to evolve over the next several years. We are making these strategic shifts because we believe that they will enhance our business performance, however, some of the actions we are taking, such as the
introduction of new products, present inherent risks. We believe that these new products will make speech systems faster and easier to deploy, and will create value for our customers. The success of these products depends upon certain market factors
such as information technology spending, market acceptance of packaged software applications and industry adoption of VoiceXML and related standards.



In addition, we are responding to customers requests to work more directly with them and provide them greater access to Nuances speech
expertise across all levels of their speech solutions. We believe that increasing our direct relationships with end users and delivering more complete solutions will allow us to reap greater value from these sales transactions. However, this new
sales and delivery model may also present increased costs and risks such as increased liability for complete solution delivery, costs and risks of subcontractors, and possible delays in recognition of revenue. Further, we may experience periodic
fluctuations in our consulting services revenues when long-term consulting projects come to completion. In addition, while we are actively working to manage potential channel conflicts and maintain strong third-party reseller relationships, certain
third-party reseller relationships may be adversely affected by our introduction of our own platform product and application product and/or our direct sales activities, which may have an unfavorable impact on revenue from certain third-party
resellers.



We are committed to a multi-channel sales approach
and third-party resellers have been and will continue to be instrumental in delivering speech engines, applications and services to our end customers. We are actively working to maintain and build strong relationships with existing third-party
resellers as well as new third-party resellers. We will continue to focus efforts on fostering a strong third-party reseller channel, particularly to leverage complementary capabilities in order to speed and ease deployment of speech solutions. We
may encounter difficulties or delays in finding third-party reseller partners having such complementary capabilities and/or establishing third-party reseller partner relationships with such entities.



In addition, competition exists in the speech technology market. We believe
that our business and technology has the ability to compete effectively, however, the speech market is relatively new and susceptible to



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change. Our competitors may be able to develop superior technologies or may combine with each other to leverage complimentary technologies or relationships.
Current and potential competitors may be larger than Nuance and may be able to invest greater resources in competitive efforts and/or may establish relationships among themselves or with third parties to increase their technological and/or selling
and marketing abilities.



CRITICAL ACCOUNTING POLICIES AND ESTIMATES



Critical accounting policies are those that are most
significant to the portrayal of the Companys condition and results of operations and require difficult, subjective and complex judgments by management in order to make estimates about the effect of matters that are inherently uncertain. As
previously reported in the Companys Annual Report on Form 10-K for the year ended December 31, 2003, the Companys most critical accounting policies pertain to revenue recognition, restructuring and impairment charges, valuation allowance
for doubtful accounts, income taxes and valuation of long-lived assets. In applying such policies management must record income and expense amounts that are based upon informed judgments and best estimates. Because of the uncertainty inherent in
these estimates, actual results could differ from estimates used in applying critical accounting policies. Changes in estimates, based on more accurate future information, may affect amounts reported in future periods. Management is not aware of any
reasonably likely events or circumstances that would result in different amounts being reported that would materially affect the Companys financial condition or results of operation.



As discussed in Note 2 to the consolidated financial statements, the
Companys consolidated statement of operations for the three months ended March 31, 2004 has been restated. Managements discussion and analysis of financial condition and results of operations gives effect to that restatement.



RESULTS OF OPERATIONS



Revenues are generated from three primary sources: (1) sale of new software
licenses, (2) services, which include consulting services and training services, and (3) maintenance, which includes software license updates and customer technical support.



Software license revenues represent all fees earned from granting customers licenses to use our technology and applications
software and exclude revenues derived from software license updates, which are included in maintenance revenue. The vast majority of our software license arrangements include software license updates and product support, which are recognized ratably
over the terms of the arrangement, typically one year. Software license updates provide customers with rights to unspecified software product upgrades, maintenance releases and patches released during the term of the support period. Product support
services include Internet access to technical content, as well as Internet and telephone access to technical support personnel. Software license updates and product support are priced as a percentage of the net new software license fees. Most of our
customers renew the software license updates and product support rights annually.



Cost of license revenue consists primarily of fees payable on third party software, and amortization of purchased technology. Cost of service revenue consists primarily of compensation and related overhead costs from
employees engaged in consulting services and amounts paid to subcontractors. Cost of maintenance revenue consists primarily of compensation and related overhead costs for employees engaged in customer technical support.



Our operating expenses are classified into five general categories: sales and
marketing, research and development, general and administrative, non-cash compensation and restructuring credits. We classify all charges to these operating expense categories based on the nature of the expenditures. The sales and marketing,
research and development, general and administrative categories consist primarily of the following expenses: compensation, employee benefits, recruiting costs, equipment costs, travel and entertainment costs, insurance, facilities costs and
third-party professional services fees. We allocate the total costs for information technology



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services and facilities to each functional area that uses information technology services and facilities based on headcount. These allocated costs include
rent and other facility-related costs for our offices, communication charges and depreciation expense for property and equipment, and computer hardware and software maintenance.



From our inception through March 31, 2004, we have incurred approximately $457.0 million of operating expenses, including
$80.8 million of restructuring charges (before restructuring credit of $0.9 million resulting from a refund). Approximately $98.9 million of research and development expenditures were used to develop our current and future software products. Costs
incurred in the research and development of software products are expensed as incurred until technological feasibility has been established, which usually occurs close to the completion of the software. Once technological feasibility has been
established, these costs would be capitalized. Amounts that could have been capitalized were insignificant and, therefore, no software development costs have been capitalized to date. As a result of these and other operating expenditures, we have
incurred net operating losses in each year since inception.



We
believe that period-to-period comparisons of our historical operating results are not necessarily meaningful and should not be relied upon as being indicative of future performance. Our prospects must be considered in light of the risks, expenses
and difficulties frequently experienced by companies in early stages of development, particularly companies in new and rapidly changing markets. We have experienced both significant revenue growth and revenue declines in the past. Furthermore, we
may not achieve or maintain profitability in the future.



|                                          |  |                              |        |   |      |   |        |          |  |     |   
|----------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | -------- |  | --- | --
|                                          |  | Three Months Ended March 31, |       
|                                          |  | 2004                         |        |   | 2003 |   |        | % change | 
|Revenue:                                  |  |                              |        |   |      |   |        |          |  |     |   
|License                                   |  | $                            | 5,503  |   |      | $ | 6,078  |          |  | (9  | )%
|Service                                   |  |                              | 3,562  |   |      |   | 2,811  |          |  | 27  |   
|Maintenance                               |  |                              | 3,637  |   |      |   | 2,674  |          |  | 36  |   
|                                          |  |                              |        |   |      |   |        |          |  |     |   
|Total revenue                             |  |                              | 12,702 |   |      |   | 11,563 |          |  | 10  |   
|Cost of revenue:                          |  |                              |        |   |      |   |        |          |  |     |   
|License                                   |  |                              | 88     |   |      |   | 96     |          |  | (8  | ) 
|Service                                   |  |                              | 2,597  |   |      |   | 2,444  |          |  | 6   |   
|Maintenance                               |  |                              | 708    |   |      |   | 646    |          |  | 10  |   
|                                          |  |                              |        |   |      |   |        |          |  |     |   
|Total cost of revenue                     |  |                              | 3,393  |   |      |   | 3,186  |          |  | 6   |   
|                                          |  |                              |        |   |      |   |        |          |  |     |   
|Gross profit                              |  |                              | 9,309  |   |      |   | 8,377  |          |  | 11  |   
|Operating expenses:                       |  |                              |        |   |      |   |        |          |  |     |   
|Sales and marketing                       |  |                              | 6,189  |   |      |   | 7,062  |          |  | (12 | ) 
|Research and development                  |  |                              | 4,097  |   |      |   | 3,855  |          |  | 6   |   
|General and administrative                |  |                              | 1,929  |   |      |   | 3,134  |          |  | (38 | ) 
|Non-cash stock-based compensation expense |  |                              | 73     |   |      |   | 74     |          |  | (1  | ) 
|Restructuring credits                     |  |                              | (41    | ) |      |   | (943   | )        |  | (96 | ) 
|                                          |  |                              |        |   |      |   |        |          |  |     |   
|Total operating expenses                  |  |                              | 12,247 |   |      |   | 13,182 |          |  | (7  | ) 
|                                          |  |                              |        |   |      |   |        |          |  |     |   
|Loss from operations                      |  |                              | (2,938 | ) |      |   | (4,805 | )        |  | (39 | ) 
|Interest and other income, net            |  |                              | 234    |   |      |   | 466    |          |  | (50 | ) 
|                                          |  |                              |        |   |      |   |        |          |  |     |   
|Loss before income taxes                  |  |                              | (2,704 | ) |      |   | (4,339 | )        |  | (38 | ) 
|Benefit from income taxes                 |  |                              | (97    | ) |      |   | (64    | )        |  | 52  |   
|                                          |  |                              |        |   |      |   |        |          |  |     |   
|Net loss                                  |  | $                            | (2,607 | ) |      | $ | (4,275 | )        |  | (39 | ) 
|                                          |  |                              |        |   |      |   |        |          |  |     |   



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The following table presents selected financial data for the periods indicated as a percentage of total
revenue:



|                                          |  |                                 |    |  |      |   
|----------------------------------------- |  | ------------------------------- | -- |  | ---- | --
|                                          |  | Three MonthsEnded March 31,     |   
|                                          |  | 2004                            |    |  | 2003 |   
|Revenue:                                  |  |                                 |    |  |      |   
|License                                   |  | 43                              | %  |  | 53   | % 
|Service                                   |  | 28                              |    |  | 24   |   
|Maintenance                               |  | 29                              |    |  | 23   |   
|                                          |  |                                 |    |  |      |   
|Total revenue                             |  | 100                             |    |  | 100  |   
|Cost of revenue:                          |  |                                 |    |  |      |   
|License                                   |  | 1                               |    |  | 1    |   
|Service                                   |  | 20                              |    |  | 21   |   
|Maintenance                               |  | 6                               |    |  | 6    |   
|                                          |  |                                 |    |  |      |   
|Total cost of revenue                     |  | 27                              |    |  | 28   |   
|                                          |  |                                 |    |  |      |   
|Gross profit                              |  | 73                              |    |  | 72   |   
|Operating expenses:                       |  |                                 |    |  |      |   
|Sales and marketing                       |  | 49                              |    |  | 61   |   
|Research and development                  |  | 32                              |    |  | 33   |   
|General and administrative                |  | 15                              |    |  | 27   |   
|Non-cash stock-based compensation expense |  | 1                               |    |  | 1    |   
|Restructuring credits                     |  | (1                              | )  |  | (8   | ) 
|                                          |  |                                 |    |  |      |   
|Total operating expenses                  |  | 96                              |    |  | 114  |   
|                                          |  |                                 |    |  |      |   
|Loss from operations                      |  | (23                             | )  |  | (42  | ) 
|Interest and other income, net            |  | 1                               |    |  | 4    |   
|                                          |  |                                 |    |  |      |   
|Loss before income taxes                  |  | (22                             | )  |  | (38  | ) 
|Benefit from income taxes                 |  | (1                              | )  |  | (1   | ) 
|                                          |  |                                 |    |  |      |   
|Net loss                                  |  | (21                             | )% |  | (37  | )%
|                                          |  |                                 |    |  |      |   
|                                          | 
|                                          |  | For Three MonthsEnded March 31, |   
|                                          |  | 2004                            |    |  | 2003 |   
|Gross profits:                            |  |                                 |    |  |      |   
|License revenue gross profit              |  | 98                              | %  |  | 98   | % 
|Service revenue gross profit              |  | 27                              |    |  | 13   |   
|Maintenance revenue gross profit          |  | 81                              |    |  | 76   |   
|Total revenue gross profit                |  | 73                              |    |  | 72   |   



Summary



During the three months ended March 31, 2004, we responded to the market
demand for standards-based voice automation solutions and delivered a range of updated products, including new versions of our speech recognition and authentication engines and an updated version of the NVP. For the three months ended March
31, 2003 compared with the three months ended March 31, 2004, total revenue increased 10%. This increase was attributable to increases in service and maintenance revenue. Service revenue increased 27%, mainly from revenues generated in Canada and
Europe. Maintenance revenue increased 36%, mainly from revenues generated from the United States and Asia-Pacific. These increases were partially offset by a 9% decrease in license revenue, mainly from license revenue generated in Canada. For the
three months ended March 31, 2004 and 2003, our top 10 customers represented approximately 50% and 61%of our revenue, respectively.



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For the three months ended March 31, 2004 compared with the three months ended March 31, 2003, gross
profit remained relatively constant. Total revenue increased 10% and cost of sales increased 6%. Service revenue gross profit increased substantially from 13 to 27% as a result of improved utilization of our service employees and maintenance revenue
gross profit increased from 76% to 81%, which is relatively constant with growing maintenance revenue.



For the three months ended March 31, 2004 compared with the three months ended March 31, 2003, operating expenses decreased 7%, primarily due to lower
employee-related expenses and net incremental savings from our restructuring efforts. Operating expenses also decreased significantly due to the reduction in variable costs relative to decrease in license revenue. We have attempted to reduce
expenses to better align resources with revenue opportunities anticipated in the current economic environment.



For the three months ended March 31, 2004 compared with the three months ended March 31, 2003, loss from operations as a percentage of total revenues
improved from (42%) to (23%), primarily due to the increase in service revenue and maintenance revenue, as well as the reduced expenses.



Comparison of Three Months Periods Ended March 31, 2004 and 2003



Revenue and Cost of Revenue



For the three months ended March 31, 2004 compared with the three months ended March 31, 2003, total revenue increased 10%, with license revenue
decreasing 9%, service revenue increasing 27% and maintenance revenue increasing 36%.



License revenue and cost of license revenue



For the three months ended March 31, 2004 compared with the three months ended March 31, 2003, license revenue decreased 9%. This decrease was primarily due to a large NVP purchase that was made in the first quarter of 2003 that was not
repeated in the first quarter of 2004.



For the three months
ended March 31, 2004 compared with the three months ended March 31, 2003, direct license revenue decreased from $2.5 million to $0.9 million. Indirect license revenue, primarily our speech engine products sold through our third-party resellers,
increased from $3.6 million to $4.6 million.



For the three
months ended March 31, 2004 compared with the three months ended March 31, 2003, the cost of license revenue and gross profit from license revenue remained relatively constant.



Service revenue and cost of service revenue



For the three months ended March 31, 2004 compared with the three months ended March 31, 2003, service revenue increased by 27%. This revenue grew
primarily from a few large service contracts in Canada that span multiple quarters. Most of these service contracts are with customers in the telecommunications sector.



Cost of service revenue as a percentage of service revenue was 73% for the three months ended March 31, 2004 and 87% for the
three months ended March 31, 2003. For the three months ended March, 31, 2004 compared with the three months ended March 31, 2003, service revenue gross profit improved to 27% from 13%, primarily due to the increase in utilization of our
professional service employees and the effective use of subcontractors to deliver consulting work for our customers.



Maintenance revenue and cost of maintenance revenue



For the three months ended March 31, 2004 compared with the three months ended March 31, 2003, maintenance revenue increased 36%. The increased
maintenance revenue was primarily due to the technical



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support associated with the license revenue in 2003, increased emphasis on getting customers to renew their technical support contracts and one-time benefits
from fees paid by customers or third-party resellers to reinstate support contracts.



For the three months ended March 31, 2004 compared with the three months ended March 31, 2003, the cost of maintenance revenue increased slightly. Technical support personnel required to provide customers with product
support remained at a relatively constant headcount. Maintenance gross profit increased to 81% from 76% for the three months ended March 31, 2003.



Operating Expenses



Sales and marketing



Sales and marketing expenses consist primarily of compensation and related costs for sales and marketing employees, travel costs and promotional
expenditures, including public relations, advertising, trade shows and marketing materials.



For the three months ended March 31, 2004 compared with the three months ended March 31, 2003, sales and marketing expense decreased approximately $0.9 million. This decrease was almost all attributable to a decrease
in payroll and related expenses as a result of previous headcount reductions in the sales organization and the decrease in incentive-based compensation as a result of the relative decrease in license revenue. Headcount of sales and marketing
personnel decreased by 15 employees, or 14%, from 104 employees at March 31, 2003 to 89 employees at March 31, 2004.



Research and development



Research and development expenses consist primarily of compensation and related costs for research and development employees and contractors.



For the three months ended March 31, 2004 compared with the three months
ended March 31, 2003, research and development expenses increased approximately $0.2 million. Majority of the increase is the result of severance payments related to two officers who left the Company in the first quarter of 2004. Headcount for
research and development personnel increased by 3 employees, or approximately 3%, from 93 employees at March 31, 2003 to 96 employees at March 31, 2004.



General and administrative



General and administrative expenses consist primarily of compensation and related costs for administrative employees, legal services, accounting services
and other general corporate expenses.



For the three months
ended March 31, 2004 compared with the three months ended March 31, 2003, general and administrative expenses decreased approximately $1.2 million. This decrease was primarily attributable to a $0.6 million decrease in payroll and related overhead
costs as a result of the headcount reduction, $0.5 million decrease in bad debt allowance and a decrease in insurance premiums of $0.1 million. In addition, there were transition expenses associated with the new and former CEO for the three months
ended March 31, 2003, which were not incurred in the three months ended March 31, 2004. Headcount for general and administrative personnel decreased by 9 employees, a reduction of approximately 16%, from 58 employees at March 31, 2003 to 49
employees at March 31, 2004.



Non-cash compensation



We have elected to follow the accounting provisions of
APB No. 25, Accounting for Stock Issued to Employees for stock-based compensation granted to employees. Accordingly, compensation expense is recognized in our condensed consolidated statement of operations only when options are granted
at an exercise price that is less than the market price of the underlying stock on the date of the grant.



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Approximately 3,152,000 stock options were granted by us before our initial public offering in 2000, at a
weighted average exercise price of $8.58. We record deferred stock compensation equal to the difference, if any, between the grant price and fair value of our common stock on the date of grant. We recorded deferred stock compensation of
approximately $8.7 million within stockholders equity, representing the difference, if any, between the estimated fair value of the common stock for accounting purposes and the option exercise price of these options at the date of grant. This
amount was presented as a reduction of stockholders equity and was being amortized over the vesting period of the applicable options. For the three months ended March 31, 2003, we recorded amortization of deferred compensation of $76,000 and
reversed excess amortization of deferred stock compensation due to termination of employees ($2,000), resulting in net expense of deferred compensation of $74,000. Deferred stock-based compensation was fully amortized as of December 31, 2003.



In the first quarter of 2004, we accelerated options to
purchase 12,500 shares of common stock to one officer who left Nuance on February 9, 2004. In connection with this acceleration, we recorded $73,000 as Non-cash stock-based compensation expense, which was calculated by taking the difference between
the fair value of the common stock on the date of acceleration less the option exercise price times the number of options accelerated, in our condensed consolidated statement of operations for the quarter ended March 31, 2004.



Restructuring credits



For the three months ended March 31, 2004, the restructuring credit of
$41,000 resulted from the partial reversal of the severance accrual recorded for the restructuring plan during the three month period ended March 31, 2003. The severance was fully paid as of March 31, 2004.



For the three months ended March 31, 2003, the restructuring credit of
$943,000 resulted from a refund received related to an asset impairment previously recorded for tenant improvement costs for the building we do not occupy, following the landlords reconciliation of tenant improvement costs.



Interest and Other Income, Net



Interest and other income, net, consists primarily of interest income earned
on cash and cash equivalents, short-term and long-term investments, interest expense, currency gain (loss) related to the remeasurement of certain balance sheet accounts, and other miscellaneous items.



The decrease in interest and other income, net was mainly caused by the
reduction of interest income, resulting from lower cash balances and decreased interest rates.



Benefit from Income Taxes



For the three months ended March 31, 2004 and 2003, we recorded a tax provision of $95,000 and $86,000, respectively, mainly related to our international subsidiaries. These were offset by credits of approximately
$192,000 and $150,000, respectively, due to the recognition of research and development tax credits from our Canadian operations.



Liquidity and Capital Resources



Overall



As of March 31, 2004, we had cash and cash equivalents of $46.4 million and short-term investments of approximately $59.5 million. We believe that our current cash, cash equivalents, short-term investment and other
financing capabilities will be sufficient to satisfy our working capital, capital expenditure and other liquidity needs through at least the next 12 months.



We have incurred losses since our inception, including a net loss of approximately $2.6 million for the three months ended March 31, 2004. As of March 31,
2004, we had an accumulated deficit of approximately $260.8 million.



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Cash, cash equivalents and short-term investments



Cash and cash equivalents consist of highly liquid investments in time deposits held at major banks, commercial paper,
United States government agency notes and bonds, money market mutual funds and other money market securities with original maturities of 90 days or less. Short-term investments include similar highly liquid investments that mature by March 31, 2005.



The decrease in cash, cash equivalents and short-term
investments in the three months ended March 31, 2004 was primarily due to the use of cash for our operating activities. The largest use of cash from investing activity was $15.2 million for purchase of investments, offset by the maturities of
certain portion of investments of $22.3 million. The largest generation of cash from financing activity was the proceeds of $0.3 million through the exercise of stock options.



Net cash used in operating activities



Our operating activities used cash of $0.3 million and $5.2 million during the three months ended March 31, 2004 and 2003, respectively. For the three
months ended March 31, 2004, accounts receivables generated cash of $4.4 million, increasing $3.5 million from $0.9 million for the three months ended March 31, 2003. This was mainly due to improved collection cycles and lower revenues towards the
end of the three months ended March 31, 2004. Restructuring accrual used cash of $2.4 million and $2.7 million for the three months ended March 31, 2004 and 2003, respectively, primarily due to Pacific Shore lease payments and cash paid out for the
severance resulting from the restructuring actions taken in 2001, 2002 and 2003. Provision for doubtful accounts decreased $0.5 million due to better collection and improved customer credit management and prepaid expenses increased approximately
primarily due to the prepayment of insurance expenses.



Net cash provided by
investing activities



Our investing activities provided
cash of $6.2 million and $5.1 million for the three months ended March 31, 2004 and 2003, respectively. The use of cash for investing activities was primarily the purchase of investments, offset by the maturities of certain portion of investments.
Another use of cash was related to the purchase of property and equipment. Investments in property and equipment increased slightly from $0.6 million for the three months ended March 31, 2003 to $0.9 million for the three months ended March 31,
2004, primarily resulting from an internal software upgrade of our financial reporting system.



Net cash provided by financing activities



Our financing activities generated cash of $0.3 million and nil for the three months ended March 31, 2004 and 2003, respectively. Net cash provided by financing activities in 2004 related primarily to the proceeds
from the exercise of stock options.



Contractual commitments



In May 2000, we entered into a Pacific Shore lease for the new
headquarters facility. The lease has an eleven-year term, which began in August 2001. In conjunction with the April 2001 restructuring plans, we decided not to occupy this new leased facility. The monthly cash payment for the Pacific Shore lease was
approximately $600,000. For the year ended December 31, 2003, we lowered the estimates for the expected sublease rental rates. This evaluation resulted in recording an additional lease loss of $10.4 million. For the three months ended March 31,
2004, we reviewed our earlier estimate for the sublease loss and estimated that there may be an additional 12 months that the property will remain vacant. The future minimum lease payments table referenced above does not include common area
maintenance charges or estimated sublease income, as there are no sublease commitments as of March 31, 2004.



We have contractual commitments for non-cancelable operating leases. We provide letters of credit as guarantees on these leases. The letter of credits
underlying amount are presented as Restricted cash on



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condensed consolidated balance sheet. As of March 31, 2004, restricted cash balance was $11.1 million. It consisted of a $10.9 million certificate of deposit
required by the landlord as a rent deposit for our Pacific Shore lease in California and $228,000 related to our Montreal lease. Except for this, we had no material guarantees or commitments.



As of March 31, 2004, we have no capital lease obligations. Capital lease
obligations previously recorded have been fully paid.



We have
recorded a lease loss related to future lease commitments of our Pacific Shores lease, net of expected sublease income. However, as a result of the condition of the San Francisco Bay Area commercial real estate market, we may be required to
periodically reevaluate the components of the expected sublease income, because it affects the estimated lease loss for the unoccupied leased facility. Specifically, we are required to reevaluate the time that it might take to sublease this
unoccupied facility, as well as the expected sublease rates. This evaluation may result in additional lease losses.



Off Balance Sheet Arrangements



In the normal course of business, we enter into contractual commitments to purchase materials and components from suppliers in exchange for favorable
pricing or more beneficial terms. These non-cancelable purchase obligations for materials were not material as of March 31, 2004.



Capital expenditures



Our capital requirements depend on numerous factors. We may continue to report significant quarterly operating losses resulting in future negative
operating cash flows. As of March 31, 2004, we do not plan to spend more than $3.5 million on capital expenditures in the next 9 months. We believe that our cash, cash equivalents and short-term investments will be sufficient to fund our activities
for at least the next 12 months. Thereafter, we may need to raise additional funds in order to fund more rapid expansion, including increases in employees and office facilities; to develop new or enhance existing products or services; to respond to
competitive pressures; or to acquire or invest in complementary businesses, technologies, services or products. Additional funding may not be available on favorable terms or at all. In addition, we may, from time to time, evaluate potential
acquisitions of other businesses, products and technologies. We may also consider additional equity or debt financing, which could be dilutive to existing investors.



Code of Business Conduct and Ethics



We maintain a code of business conduct and ethics for directors, officers and employees, and will promptly disclose any waivers of the code for directors
or executive officers. Our code of business practices addresses conflicts of interest, confidentiality, compliance with laws, rules and regulations (including insider trading laws), and related matters.



RISK FACTORS



Investing in our common stock involves a high degree of risk. The risks described below are not the only ones facing our
company. Additional risks not presently known to us, or that we deem immaterial, may also impair our business operations. Any of the following risks could materially adversely affect our business, operating results and financial condition.



OUR ABILITY TO ACCURATELY FORECAST OUR QUARTERLY SALES IS
LIMITED, OUR SHORT TERM COSTS ARE RELATIVELY FIXED, AND WE EXPECT OUR BUSINESS TO BE AFFECTED BY SEASONALITY. AS A RESULT, OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE.



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Our quarterly operating results have varied significantly in the past and we expect that they will vary
significantly from quarter to quarter in the future. As a result, our quarterly operating results are difficult to predict. These quarterly variations are caused by a number of factors, including:



| |  | United States and global economic and political conditions;
| | - | -----------------------------------------------------------



| |  | delays or cancellations in expected orders by customers who are reducing or deferring spending or adjusting project plans;
| | - | --------------------------------------------------------------------------------------------------------------------------



| |  | delays in orders due to the complex nature of large telephony systems and the associated implementation projects;
| | - | -----------------------------------------------------------------------------------------------------------------



| |  | timing of product deployments and completion of project phases, particularly for large orders and large solution projects;
| | - | --------------------------------------------------------------------------------------------------------------------------



| |  | delays in recognition of revenue in accordance with applicable accounting principles;
| | - | -------------------------------------------------------------------------------------



| |  | our ability to develop, introduce, ship and support new and/or enhanced products, such as new versions of our software platform and applications, that respond to changing technology
trends in a timely manner, and our ability to manage product transitions;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | rate of market adoption for speech technology and our products, such as our software platform and applications;
| | - | ---------------------------------------------------------------------------------------------------------------



| |  | changes in our selling model, including focus of certain sales representatives on direct sales to end user customers and the resulting potential for channel conflict;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | unexpected customer non-renewal of maintenance contracts or lower renewal instances than anticipated;
| | - | -----------------------------------------------------------------------------------------------------



| |  | delays in the negotiation and documentation of orders, particular large orders and orders from large companies;
| | - | ---------------------------------------------------------------------------------------------------------------



| |  | the amount and timing of our expenses; and
| | - | ------------------------------------------



| |  | the utilization rate of our professional services personnel, which is dependent upon acquisition of new projects as large scale, multi-quarter projects near completion.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Due in part to these factors, and because the market for our
software is relatively new and rapidly changing, and our business model is evolving, our ability to accurately forecast our quarterly sales is limited. In addition, most of our costs are relatively fixed in the short term, even as we endeavor to
manage these costs. We do not know whether our business will grow rapidly enough to absorb our expenses. If we have a shortfall in revenue in relation to our expenses, we may be unable to reduce our expenses quickly enough to avoid lower quarterly
operating results. As a result, our quarterly operating results could fluctuate significantly and unexpectedly from quarter to quarter.



We also expect to experience seasonality in the sales of our products. For example, we anticipate that sales may be lower in the first and third quarters
of each year due to patterns in the capital budgeting and purchasing cycles of our current and prospective customers. We also expect that sales may decline during summer months. These seasonal variations in our sales may lead to fluctuations in our
quarterly operating results. It is difficult for us to evaluate the degree to which this seasonality may affect our business.



WE DEPEND ON A LIMITED NUMBER OF CUSTOMERS FOR A SUBSTANTIAL PORTION OF OUR REVENUE DURING ANY GIVEN PERIOD. THE LOSS OF, OR DELAY IN, A SUBSTANTIAL
ORDER COULD SUBSTANTIALLY REDUCE OUR REVENUE IN ANY GIVEN PERIOD AND HARM OUR BUSINESS.



We derive a significant portion of our revenue in each period from a limited number of direct and indirect customers. We expect that a small number of customers with significant orders for software product and
professional services will continue to account for a substantial portion of our revenue in any given period. Generally, customers who make significant purchases from us are not expected to make subsequent, equally large purchases in the short term,
and therefore we must attract new customers or new significant orders from other



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customers in order to maintain or increase our revenues in future quarters. If we experience delays or cancellations in orders from a major customer, if an
anticipated sale is not made or is deferred, if our professional services team does not complete the work on large projects ratably over one or more quarters or if we fail to regularly obtain major new customers, our revenue in a given period could
be impacted negatively and our business could be harmed.



WE
DEPEND UPON THIRD-PARTY RESELLERS FOR A SIGNIFICANT PORTION OF OUR SALES. THE LOSS OF KEY THIRD-PARTY RESELLERS, OR A DECLINE IN THIRD-PARTY RESELLERS RESALE OF OUR PRODUCTS AND SERVICES, COULD LIMIT OUR ABILITY TO SUSTAIN AND GROW OUR
REVENUE.



The percentage of our revenue obtained through
indirect sales was 74% in 2002, 58% in 2003, and was 65% in the first quarter of 2004. Although this percentage may decrease in the future, we intend to continue to rely on third-party resellers for a substantial portion of our future sales. As a
result, our revenues are dependent upon the viability and financial stability of our third-party resellers, as well as upon their continued interest and success in selling our products. In addition, some of our third-party resellers are thinly
capitalized or otherwise experiencing financial difficulties. The loss of a significant third-party reseller or our failure to develop new and viable third-party reseller relationships could limit our ability to sustain and grow our revenue.
Furthermore, expansion, or changes in the focus of a portion, of our internal sales force, in an effort to increase third-party reseller sales or replace the loss of a significant third-party reseller, could require increased management attention
and higher expenditures.



Our contracts with third-party
resellers do not require a third-party reseller to purchase our products or services. In fact, many of the third-party resellers with whom we do business offer the products of some of our competitors, as well as our products. We cannot guarantee
that any of our third-party resellers will continue to market our products or devote significant resources to doing so. In addition, although we are actively working to manage potential channel conflicts and maintain strong third-party reseller
relationships, certain third-party reseller relationships may have been adversely affected by the introduction of our own platform product or our direct sales activities, which may have an unfavorable impact on revenue from certain third-party
resellers. Furthermore, we will, from time to time, terminate or adjust some of our relationships with third-party resellers in order to address changing market conditions, adapt such relationships to our business strategy, resolve disputes, or for
other reasons. Any such termination or adjustment could have a negative impact on our relationships with third-party resellers and our business, and result in decreased sales through third-party resellers or threatened or actual litigation. If our
third-party resellers do not successfully market and sell our products or services for these or any other reasons, our sales could be adversely affected and our revenue could decline. In addition, our third-party resellers possess confidential
information concerning our products and services, product release schedules and sales, marketing and third party reseller operations. Although we have nondisclosure agreements with our third-party resellers, we cannot guarantee that any third-party
reseller would not use our confidential information to compete with us.



SPEECH SOFTWARE PRODUCTS GENERALLY, AND OUR PRODUCTS AND SERVICES IN PARTICULAR, MAY NOT ACHIEVE WIDESPREAD ACCEPTANCE, WHICH COULD REQUIRE US TO MODIFY OUR SALES AND MARKETING EFFORTS AND COULD LIMIT OUR ABILITY TO SUCCESSFULLY GROW OUR
BUSINESS.



The market for speech software products is
relatively new and rapidly changing. In addition, some of our products are new to the market or, once released, will be new to the market. Our ability to increase revenue in the future depends on the acceptance by our customers, third-party
resellers and end users of speech software solutions generally and our products and services in particular. The adoption of speech software products could be hindered by the perceived costs and deployment time and risks of this relatively new
technology, as well as the reluctance of enterprises that have invested substantial resources in existing call centers or touch-tone-based systems to replace their current systems with our products. Accordingly, in order to achieve commercial
acceptance, we may have to educate prospective customers, including large, established enterprises and telecommunications companies, about the uses and benefits of voice interface software in general and our



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products in particular. We may need to modify or increase our sales and marketing efforts, or adopt new marketing strategies, to achieve such education. If
these efforts fail, prove excessively costly or otherwise unmanageable, or if speech software generally does not achieve commercial acceptance, our business could be harmed.



The continued development of the market for our products will depend upon the following factors, among others:



| |  | acceptance by businesses of the benefits of speech technology;
| | - | --------------------------------------------------------------



| |  | widespread and successful deployment of speech software applications;
| | - | ---------------------------------------------------------------------



| |  | customer demand for services and solutions having a voice user interface;
| | - | -------------------------------------------------------------------------



| |  | demand for new uses and applications of speech software technology, including adoption of voice user interfaces by companies that operate web-based and touch tone IVR self service
solutions;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | adoption of industry standards for speech software and related technologies; and
| | - | --------------------------------------------------------------------------------



| |  | continuing improvements in hardware and telephony technology that may reduce the costs and deployment time of speech software solutions.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



OUR PRODUCTS CAN HAVE A LONG SALES AND IMPLEMENTATION CYCLE AND, AS A
RESULT, OUR QUARTERLY REVENUES AND OPERATING RESULTS MAY FLUCTUATE.



The sales cycles for our products have typically ranged from three to twelve months, depending on the size and complexity of the order, the amount of services to be provided by us and whether the sale is made directly by us or indirectly
through a third-party reseller.



Speech products often require
a significant expenditure by a customer. Accordingly, a customers decision to purchase our products typically requires a lengthy pre-purchase evaluation. We may spend significant time educating and providing information to prospective
customers regarding the use and benefits of our products. During this evaluation period, we may expend substantial sales, technical, marketing and management resources in such efforts. Because of the length of the evaluation period, we are likely to
experience a delay, occasionally significant, between the time we incur these expenditures and the time we generate revenues, if any, from such expenditures. Furthermore, the incurring of such expenditures may not result in a sale of our products.



After purchase by a customer, it may take time and resources
to implement our software and to integrate it with the customers existing systems. If we are performing services that are essential to the functionality of the software, in connection with its implementation, we recognize license and service
revenues based on the percentage of services completed, using contract accounting. In cases where the contract specifies milestones or acceptance criteria, we may not be able to recognize either license or service revenue until these conditions are
met. We have in the past experienced, and may in the future experience, such delays in recognizing revenue. Consequently, the length of our sales and implementation cycles, the scheduled implementation of our products and the terms and conditions of
our license and service arrangements often make it difficult to predict the quarter in which revenue recognition may occur and may cause license and service revenue and our operating results to vary significantly from period to period.



OUR CURRENT AND POTENTIAL COMPETITORS, SOME OF WHOM HAVE GREATER
RESOURCES AND EXPERIENCE THAN WE DO, MAY MARKET OR DEVELOP PRODUCTS, SERVICES AND TECHNOLOGIES THAT MAY CAUSE DEMAND FOR, AND THE PRICES OF, OUR PRODUCTS TO DECLINE.



A number of companies have developed, or are expected to develop, products that compete with our products. Competitors with
respect to speech technologies include SpeechWorks International and Scansoft, which have merged, IBM and Microsoft. With respect to our software platform, there are many vendors,



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including some of our third-party resellers and channel partners, who market and sell platforms for voice systems. We expect additional competition from
other companies in the platform market. We also have competition in the applications market. Our competitors may combine with each other, and other companies may enter our markets by acquiring or entering into strategic relationships with our
competitors. Current and potential competitors may have established, or may establish, cooperative relationships among themselves or with third parties to increase the abilities of their advanced speech and language technology products, platforms
and applications to address the needs of our prospective customers.



Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, product development and marketing resources, greater name recognition and larger customer bases than we do. Our
present or future competitors may be able to develop products comparable or superior to those we offer, adapt more quickly than we do to new technologies, evolving industry trends and standards or customer requirements, or devote greater resources
than we do to the development, promotion and sale of speech products. Accordingly, we may not be able to compete effectively in our markets, competition may intensify and future competition may cause us to reduce prices and/or otherwise harm our
business.



USE OF OUR PRODUCTS MAY INFRINGE THE INTELLECTUAL
PROPERTY RIGHTS OF OTHERS. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS AGAINST OUR CUSTOMERS OR US COULD BE COSTLY TO US. SUCH CLAIMS COULD ALSO SLOW OUR SALES CYCLE OR MARKET ADOPTION GENERALLY.



The software industry in general, and the field of speech and voice
technologies in particular, are characterized by the existence of a significant number of patents. Litigation and threats of litigation based on allegations of patent infringement and the violation of intellectual property rights are normal in
software markets and appear to be increasing. We attempt to avoid infringing known proprietary rights of third parties. However, we may be subject to claims and legal proceedings for alleged infringement of third-party proprietary rights, such as
patents, trade secrets, trademarks or copyrights, with respect to our products either by our customers or us. In addition, former employers of our employees may assert that these employees have improperly disclosed confidential or proprietary
information to us.



We typically indemnify our customers
against claims by third parties that our products infringe their intellectual property rights. Any claims relating to the infringement of third-party proprietary rights, even if not successful or meritorious, could result in costly litigation,
divert managements attention to our business and require us and our customers to enter into royalty or license agreements that are costly and otherwise disadvantageous to us. Any such claims could also require us to defend our customer against
the claim and indemnify our customer for all of its damages as a result of the claim. Any of these effects could have a material adverse effect on our business and results of operations. Further, parties making these claims may be able to obtain
injunctions, which could prevent us from selling our products. These types of claims could also slow our sales cycle and/or market adoption generally with respect to the affected product, which could harm our business. We may be increasingly subject
to infringement claims as the number and features of our products grow, we extend our speech application business and the speech market grows.



We understand that holders of a substantial number of patents have alleged that certain of their patents cover a wide range of automated services in the
call center and computer telephony areas. We believe that one of such holders has sent letters to many providers of such automated services, including some of our customers, suggesting that a license under its portfolio is required in order to
provide the automated services. That holder has also sued a number of such entities, alleging patent infringement. A number of the entities against which that holder has made such claims have entered into license agreements with respect to the
holders patents. None of our customers have notified us that any of such holders has claimed that any of our products or service deliverables infringes any claims of any of its patents. Nor have any of such holders made any such claim against
us. It is possible, however, that one or more of our customers, in response to an infringement claim by any of such holders, might assert indemnity rights against us, whether or not meritorious. It is also possible that one or



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more of such holders might make a claim against us directly, even if not meritorious. The costs associated with resolving any such disputes, regardless of
the legal outcome, could be substantial and could materially and adversely affect our operating results.



WE HAVE A HISTORY OF LOSSES. WE EXPECT TO CONTINUE TO INCUR LOSSES IN THE NEAR TERM, AND WE MAY NOT ACHIEVE OR MAINTAIN PROFITABILITY.



We have incurred losses aggregating in excess of $260 million since our
inception, including a net loss of approximately $19.3 million for the fiscal year ended December 31, 2003 and a net loss of approximately $2.6 million for the first quarter ended March 31, 2004. We expect to continue to spend significant amounts to
develop and enhance our products, services and technologies and to enhance our delivery capabilities. As a result, we will need to generate increasing revenue to achieve profitability. Even if we achieve profitability, we may not be able to sustain
or increase profitability on a quarterly or annual basis. No assurances can be given that we will be profitable or have positive cash flow at any time in the future.



SALES TO CUSTOMERS OUTSIDE THE UNITED STATES ACCOUNT FOR A SIGNIFICANT PORTION OF OUR REVENUE, WHICH EXPOSES US TO RISKS
INHERENT IN INTERNATIONAL OPERATIONS.



International sales
represented approximately 39% of our total revenue in 2003 and approximately 40% of our total revenue for the first quarter of 2004. We anticipate that revenue from markets outside the United States will continue to represent a meaningful portion of
our total revenue for the foreseeable future. We are subject to a variety of risks associated with conducting business internationally, any of which could harm our business. These risks include:



| |  | difficulties and costs of staffing and managing foreign operations;
| | - | -------------------------------------------------------------------



| |  | the difficulty in establishing and maintaining an effective international third-party reseller network;
| | - | -------------------------------------------------------------------------------------------------------



| |  | the burden of complying with a wide variety of foreign laws, particularly with respect to tax, intellectual property and license requirements;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  | longer sales and payment cycles than we experience in the United States;
| | - | ------------------------------------------------------------------------



| |  | political and economic instability outside the United States;
| | - | -------------------------------------------------------------



| |  | import or export licensing and product certification requirements;
| | - | ------------------------------------------------------------------



| |  | tariffs, duties, price controls or other restrictions on foreign currencies or trade barriers imposed by foreign countries;
| | - | ---------------------------------------------------------------------------------------------------------------------------



| |  | potential adverse tax consequences, including higher marginal rates and withholding taxes;
| | - | ------------------------------------------------------------------------------------------



| |  | the impact of foreign exchange translations on the expense of our foreign operations; and
| | - | -----------------------------------------------------------------------------------------



| |  | a limited ability, and significant costs, to enforce agreements, intellectual property rights and other rights in most foreign countries.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



WE ARE EXPOSED TO GENERAL ECONOMIC CONDITIONS, WHICH MAY CONTINUE TO HARM
OUR BUSINESS.



There has been a global economic downturn
over the past several years, which did not begin to improve until late in 2003. If United States or global economic conditions deteriorate in the future, it is likely that capital spending will decline and our sales will be adversely affected. If
such unfavorable economic conditions persist or worsen in the United States or internationally, such conditions will have a material adverse impact on our business, operating results and financial condition.



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OUR STOCK PRICE MAY BE VOLATILE, DUE TO FACTORS OUTSIDE OF OUR CONTROL.



Since our initial public offering in April 2000, our stock price has been
extremely volatile. During that time, the stock market in general, and The NASDAQ National Market and the securities of technology companies in particular, have experienced extreme price and trading volume fluctuations. These fluctuations have often
been unrelated or disproportionate to the operating performance of individual companies. The following factors, among others, could cause our stock price to fluctuate:



| |  | actual or anticipated variations in operating results;
| | - | ------------------------------------------------------



| |  | announcements of operating results and business conditions by our customers, suppliers or competitors;
| | - | ------------------------------------------------------------------------------------------------------



| |  | announcements by our competitors relating to new customers, technological innovations or new services;
| | - | ------------------------------------------------------------------------------------------------------



| |  | announcements by us of new product lines and/or shifts in business focus or sales and distribution models;
| | - | ----------------------------------------------------------------------------------------------------------



| |  | material increases in our plans for, or actual rate of, capital expenditures for infrastructure, information technology and other similar capital expenditures;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | economic developments in our industry as a whole;
| | - | -------------------------------------------------



| |  | general market and economic conditions; and
| | - | -------------------------------------------



| |  | general decline and other changes in information technology and capital spending plans.
| | - | ---------------------------------------------------------------------------------------



These broad market fluctuations may materially adversely affect our stock price, regardless of our operating results. Furthermore, our stock
price may fluctuate due to variations in our operating results.



ANY DEFECTS IN OR OTHER PROBLEMS WITH OUR PRODUCTS COULD HARM OUR BUSINESS AND RESULT IN LITIGATION.



Complex software products such as ours may contain errors, defects and bugs. During the development of any product, we may discover errors, defects and
bugs and, as a result, our products may take longer than expected to develop. In addition, we may discover that remedies for errors, defects or bugs may be technologically unfeasible. Delivery of products with undetected errors, defects or bugs, or
reliability, quality, or compatibility problems, could damage our reputation. The existence of errors, defects or bugs, or reliability, quality or compatibility problems, could also cause interruptions, delays or cessations of sales to our
customers. We could, as well, be required to expend significant capital and other resources to remedy these problems. In addition, customers whose businesses are disrupted by these errors, defects and bugs, or reliability, quality or compatibility
problems, could bring claims against us, the defense of which, even if successful, would likely be time-consuming and costly for us. Furthermore, if such defense was not successful, we might be obligated to pay substantial damages, which could
materially and adversely affect our operating results.



IF
WE ARE UNABLE TO EFFECTIVELY MANAGE OUR OPERATIONS AND RESOURCES IN ACCORDANCE WITH MARKET AND ECONOMIC CONDITIONS, OUR BUSINESS COULD BE HARMED.



Our operations have changed significantly over time, due in part to volatility in our business, and may continue to change in the future. We experienced
significant growth in the past. However, between April 2001 and August 2003, in four separate restructuring actions, we reduced our workforce by approximately 45%. We may be required to expand or contract our business operations in the future to
adapt to the market environment, and as a result may need to expand or contract our management, operational, sales, marketing, financial, engineering or other human resources, as well as management information systems and controls, to align and
support any such growth or contraction. Our failure to successfully manage these types of changes would place a substantial burden on our business, our operations and our management team, and could negatively impact sales, customer relationships and
other aspects of our business.



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WE COULD BE ADVERSELY IMPACTED BY THE NEED FOR AN INCREASE IN OUR RESTRUCTURING ACCRUAL FOR OUR
PACIFIC SHORES FACILITY



A significant portion of our
restructuring accrual is represented by a lease loss created by our decision not to occupy our leased Pacific Shores facility. The accrual assumptions for such loss are based upon estimates of real estate market conditions and values. These market
conditions are subject to wide fluctuations, and market values could decline further, which may require an additional restructuring accrual. We have attempted to sublease the Pacific Shores facility, but, to date, have not been successful in those
efforts. There can be no assurances that we will be able to sublease the facility at a lease rate approximating our estimate of its lease value, or at all. If we are unable to sublease, we may have to record an additional restructuring charge of up
to $40 million, which represents the sublease income we have estimated to receive, over the remaining life of the lease of approximately eight years.



WE RELY ON THE SERVICES OF OUR KEY PERSONNEL, WHOSE KNOWLEDGE OF OUR BUSINESS AND TECHNICAL EXPERTISE WOULD BE DIFFICULT TO REPLACE.



We rely upon the continued service and performance of a relatively small
number of key technical and senior management personnel. Our future success will be impacted by our ability to retain these key employees. We cannot guarantee that we will be able to retain all key personnel. Other than Charles Berger, our
President, none of our key technical or senior management personnel have employment agreements with us, and, as a result, are more likely to leave with little or no prior notice. If we lose any of our key technical and senior management personnel,
replacing them could be difficult and costly. If we are not able to successfully and rapidly replace such personnel, our business could be materially harmed. We do not have key personnel life insurance policies covering any of our employees.



OUR FAILURE TO SUCCESSFULLY RESPOND TO AND MANAGE RAPID
CHANGE IN THE MARKET FOR SPEECH SOFTWARE COULD CAUSE US TO LOSE REVENUE AND HARM OUR BUSINESS. IT IS ESSENTIAL THAT WE CONTINUE TO DEVELOP NEW PRODUCTS THAT ACHIEVE COMMERCIAL ACCEPTANCE.



The speech software industry is relatively new and rapidly changing. Our
future success will depend substantially upon our ability to enhance our existing products and to develop and introduce, on a timely and cost-effective basis, new products and features that meet changing third-party reseller and end-user
requirements and incorporate technological advancements, such as products that speed deployment and accelerate customers return on investment, as well as achieve commercial acceptance. Commercial acceptance of new products and technologies we
may introduce will depend, among other things, on: the ability of our services, products and technologies to meet and adapt to the needs of our target markets; the performance and price of our products and services and our competitors products
and services; and our ability to deliver speech solutions, customer service and professional services directly and through our third-party resellers. If we are unable to develop new products and enhance functionalities or technologies to adapt to
these changes, we may be unable to retain existing customers or attract new customers, which could materially harm our business. In addition, as we develop new products, sales of existing products may decrease. If we cannot offset a decline in
revenue from existing products with sales of new products, our business would be adversely affected.



SPEECH PRODUCTS ARE NOT 100% ACCURATE AND WE COULD BE SUBJECT TO CLAIMS RELATED TO THE PERFORMANCE OF OUR PRODUCTS. ANY CLAIMS, WHETHER SUCCESSFUL OR
UNSUCCESSFUL, COULD RESULT IN SIGNIFICANT COSTS AND COULD DAMAGE OUR REPUTATION.



Speech recognition natural language understanding and authentication technologies, including our own, are not able to perform accurately in every instance. Our customers, including several financial institutions, use
our products to provide important services to their customers, including transferring funds to accounts and buying and selling securities. Any misrecognition of voice commands or incorrect authentication of a users voice in



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connection with these financial or other transactions could result in claims against our customers or us for losses incurred. Although our contracts usually
contain provisions designed to limit our exposure to such liability claims, a claim brought against us based on misrecognition or incorrect authentication, even if unsuccessful, could be time-consuming, divert managements attention, result in
costly litigation and harm our reputation. If any such claim is successful, we could be exposed to an award of substantial damages and our reputation could be harmed greatly. Moreover, existing or future laws or unfavorable judicial decisions could
limit the enforceability of limitations of liability, disclaimers of warranty or other protective provisions contained in our contracts.



WE MAY INCUR A VARIETY OF COSTS TO ENGAGE IN FUTURE ACQUISITIONS OF COMPANIES, PRODUCTS OR TECHNOLOGIES, AND THE ANTICIPATED BENEFITS OF THOSE
ACQUISITIONS MAY NEVER BE REALIZED.



As a part of our
business strategy, we may make acquisitions of, or significant investments in, complementary companies, products or technologies. For instance, in November 2000 we acquired SpeechFront, a Canadian company. In February 2001, we acquired non-exclusive
intellectual property rights from a third-party. For the year ended December 31, 2001, we performed an impairment analysis and determined that our asset related to the SpeechFront acquisition was impaired and was subsequently written down to its
estimated fair value. Any future acquisitions of companies or technologies would be accompanied by risks such as:



| |  | difficulties in assimilating the operations, personnel and technologies of acquired companies;
| | - | ----------------------------------------------------------------------------------------------



| |  | diversion of our managements attention from ongoing business concerns;
| | - | -----------------------------------------------------------------------



| |  | our potential inability to maximize our financial and strategic position through the successful incorporation of acquired technology and rights into our products and services;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | additional expense associated with impairments of acquired assets, such as goodwill or acquired workforce;
| | - | ----------------------------------------------------------------------------------------------------------



| |  | increases in the risk of claims against us, related to the intellectual property we acquire;
| | - | --------------------------------------------------------------------------------------------



| |  | maintenance of uniform standards, controls, procedures and policies; and
| | - | ------------------------------------------------------------------------



| |  | impairment of existing relationships with employees, suppliers and customers as a result of the integration of new management personnel.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



We cannot guarantee that we will be able to successfully integrate any business, products,
technologies or personnel that we might acquire in the future. Our inability to integrate successfully any business, products, technologies or personnel we may acquire in the future could materially harm our business.



WE ARE EXPOSED TO THE LIQUIDITY PROBLEMS OF OUR CUSTOMERS. WE MAY HAVE
DIFFICULTY COLLECTING AMOUNTS OWED TO US.



Certain of our
customers and third-party resellers have experienced, and may in the future experience credit-related issues. We perform ongoing credit evaluations of customers, but do not require collateral. We grant payment terms to most customers ranging from 30
to 90 days. However, in some instances we may provide longer payment terms. Should more customers than we anticipate experience liquidity issues, or if payment is not received on a timely basis, we may have difficulty collecting amounts owed to us
by such customers and our business, operating results and financial condition could be adversely impacted.



DUE TO CHANGED REQUIREMENTS RELATING TO ACCOUNTING TREATMENT FOR EMPLOYEE STOCK OPTIONS, WE MAY BE FORCED TO CHANGE OUR BUSINESS PRACTICES.



We currently account for the issuance of stock options
under APB No. 25, Accounting for Stock Issued to Employees. The Financial Accounting Standards Board has issued an exposure draft that requires companies to



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include a compensation expense in their statement of operations relating to the issuance of employee stock options. The change in accounting for stock
options is presently anticipated to become effective for public companies in the first fiscal year beginning after December 15, 2004. As a result, we could decide to decrease the number of employee stock options that we would grant. This could
affect our ability to retain existing employees and attract qualified candidates for open positions, and increase the cash compensation we would have to pay to them. Conversely, issuing a number of stock options comparable to the number we have
issued in the past to new or existing employees could adversely impact our results of operations under the new accounting requirements, once they take effect.



INTERNATIONAL SALES OPPORTUNITIES MAY REQUIRE US TO DEVELOP LOCALIZED VERSIONS OF OUR PRODUCTS. IF WE ARE UNABLE TO DO SO TIMELY, OUR ABILITY TO
GROW OUR INTERNATIONAL REVENUE AND EXECUTE OUR INTERNATIONAL BUSINESS STRATEGY WILL BE ADVERSELY AFFECTED.



International sales opportunities may require investing significant resources in creating and refining different language models for particular languages
or dialects. These language models are required to create versions of our products that allow end users to speak the local language or dialect and be understood and authenticated. If we fail to develop needed localized versions of our products on a
timely basis, our ability to address international market opportunities and to grow our international business will be adversely affected. However, even if we expend resources to develop localized versions of our products, there can be no assurance
that we will be able to recognize sufficient revenues from these localized versions to make them profitable.



IF THE INDUSTRY STANDARDS WE HAVE SELECTED TO SUPPORT ARE NOT ADOPTED AS THE STANDARDS FOR SPEECH SOFTWARE, CUSTOMERS MIGHT NOT USE OUR SPEECH SOFTWARE
PRODUCTS FOR DELIVERY OF APPLICATIONS AND SERVICES.



The
market for speech software is relatively new and emerging and industry standards are still being established. We may not be competitive unless our products support changing industry standards. The emergence of industry standards, whether through
adoption by official standards committees or widespread usage, could require costly and time-consuming redesign of our products. If these standards become widespread and our products do not support them, our customers and potential customers may not
purchase our products. Multiple standards in the marketplace could also make it difficult for us to ensure that our products will support all applicable standards, which could in turn result in decreased sales of our products. Furthermore, the
existence of multiple standards could chill the market for speech software in general, until a dominant standard emerges.



Our pre-packaged applications, V-Builder applications-building tool and our Nuance Voice Platform software are each designed to work with the recently
adopted VoiceXML standard. There are currently other, similar standards in development, some of which may become more widely adopted than VoiceXML. If VoiceXML is not widely accepted by our target customers or if another competing standard were to
become widely adopted, then sales of our products could decline and our business would be materially harmed. In that case, we may find it necessary to redesign our existing products or design new products that are compatible with alternative
standards that are widely adopted or that replace VoiceXML. This design or redesign could be costly and time-consuming. If a third party proprietary technology were to become a standard, we might be precluded from developing products to conform to
that standard unless we are able to enter into agreements to license the rights to develop such products. Any such license could require us to pay substantial royalties, whether upfront or based on sales of such products, which could materially
adversely affect our margins for such products and, as a result, our results of operations.



ANY INABILITY TO ADEQUATELY PROTECT OUR PROPRIETARY TECHNOLOGY COULD HARM OUR ABILITY TO COMPETE.



Our future success and ability to compete depends in part upon our proprietary technology and our trademarks, which we attempt to protect with a
combination of patent, copyright, trademark and trade secret



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laws, as well as with our confidentiality procedures and contractual provisions. These legal protections afford only limited protection and may be
time-consuming and expensive to obtain, maintain or enforce. Further, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property or to recover adequate compensation from any such
infringers.



Although we have filed multiple U.S. patent
applications, we have currently only been issued a small number of patents. There is no guarantee that more patents will be issued with respect to our current or future patent applications. Any patents that are issued to us could be circumvented or
challenged. If challenged, a patent might be invalidated or its claims might be substantially narrowed. Our intellectual property rights may not be adequate to provide us with a competitive advantage and, in any event, are not likely to prevent
competitors from entering the markets for our products. Additionally, our competitors could independently develop non-infringing technologies that are competitive with, equivalent to, or superior to our technology.



Monitoring infringement and misappropriation of intellectual property can be
difficult, and there is no guarantee that we would detect any infringement or misappropriation of our proprietary rights. Even if we do detect infringement or misappropriation of our proprietary rights, litigation to enforce these rights could cause
us to divert financial and other resources away from our business operations. Further, we license our products internationally, and the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United
States.



OUR CHARTER AND BYLAWS AND DELAWARE LAW CONTAIN
PROVISIONS WHICH MAY DELAY OR PREVENT A CHANGE OF CONTROL OF NUANCE.



Our Shareholder Rights Plan, as well as provisions of our charter and bylaws, may make it more difficult for a third party to acquire, or may discourage a third party from attempting to acquire, control of Nuance.
These provisions could limit the price that investors might be willing to pay in the future for shares of our common stock. These provisions include:



| |  | our Shareholder Rights Plan adopted in December 2002;
| | - | -----------------------------------------------------



| |  | the division of the board of directors into three separate classes;
| | - | -------------------------------------------------------------------



| |  | the elimination of cumulative voting in the election of directors;
| | - | ------------------------------------------------------------------



| |  | prohibitions on our stockholders acting by written consent and calling special meetings;
| | - | ----------------------------------------------------------------------------------------



| |  | procedures for advance notification of stockholder nominations and proposals; and
| | - | ---------------------------------------------------------------------------------



| |  | the ability of the board of directors to alter our bylaws without stockholder approval.
| | - | ---------------------------------------------------------------------------------------



In addition, our board of directors has the authority to issue up to 5,000,000 shares of preferred stock and to determine the price, rights,
preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by the stockholders. The issuance of preferred stock, while providing flexibility in connection with possible financings or
acquisitions or other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock.



Since the completion of our initial public offering in April 2000, we have been subject to the anti-takeover provisions of
the Delaware General Corporation Law, including Section 203, which may deter potential acquisition bids for our company. Under Delaware law, a corporation may opt out of Section 203. We do not presently intend to opt out of the provisions of Section
203.



OUR FACILITIES ARE LOCATED NEAR KNOWN EARTHQUAKE FAULT
ZONES, AND THE OCCURRENCE OF AN EARTHQUAKE OR OTHER NATURAL DISASTER COULD CAUSE DAMAGE TO OUR FACILITIES AND EQUIPMENT, WHICH COULD REQUIRE US TO CURTAIL OR CEASE OPERATIONS.



Our facilities are located in the San Francisco Bay Area, near known earthquake fault zones, and are vulnerable to damage
from earthquakes. In October 1989, a major earthquake struck this area, causing significant



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property damage and a number of fatalities. We are also vulnerable to damage from other types of disasters, including fire, floods, power loss,
communications failures and similar events. If any disaster were to occur, our ability to operate our business at our facilities could be seriously, or completely, impaired.



WE RELY ON A CONTINUOUS POWER SUPPLY TO CONDUCT OUR OPERATIONS, AND AN ENERGY CRISIS COULD DISRUPT OUR OPERATIONS AND
INCREASE OUR EXPENSES.



We currently do not have backup
generators or alternate sources of power in the event of a blackout, and our current insurance does not provide coverage for any damages we, or our customers, may suffer as a result of any interruption in our power supply. If blackouts interrupt our
power supply, we would be temporarily unable to continue operations at our facilities. If such interruption became lengthy or occurred repeatedly, it could adversely affect our ability to conduct operations, which could damage our reputation, harm
our ability to retain existing customers and to obtain new customers, and result in lost revenue, any of which could substantially harm our business and results of operations.



INFORMATION THAT WE MAY PROVIDE TO INVESTORS FROM TIME TO TIME IS ACCURATE ONLY AS OF THE DATE WE DISSEMINATE IT AND WE
UNDERTAKE NO OBLIGATION TO UPDATE THE INFORMATION.



From
time to time, we may publicly disseminate forward-looking information or guidance in compliance with Regulation FD promulgated by the Securities and Exchange Commission. This information or guidance represents our outlook only as of the date that we
disseminated it, and we undertake no obligation to provide updates to this information or guidance in our filings with the Securities and Exchange Commission or otherwise.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The following section describes our exposure to market risk related to changes in foreign currency exchange rates and interest rates. This section
contains forward-looking statements that are subject to risks and uncertainties. Actual results could vary materially as a result of a number of factors, including those set forth in the risk factors section of this Report on Form 10-Q. We believe
there have been no significant changes in our market risk exposures during the three months ended March 31, 2004 as compared to what was previously disclosed in our annual report on Form 10-K for the year ended December 31, 2003.



Foreign Currency Exchange Rate Risk



To date, almost all of our recognized revenues have been denominated in U.S.
dollars, with a majority of revenues coming from customers in the United States, and our exposure to foreign currency exchange rate changes has been immaterial. We expect, however, that future product license and services revenues derived from
international markets may be denominated in the currency of the applicable market. As a result, our operating results may become subject to significant fluctuations based upon changes in the exchange rates of certain currencies in relation to the
U.S. dollar. Furthermore, to the extent that we engage in international sales denominated in U.S. dollars, an increase in the value of the U.S. dollar relative to foreign currencies could make our products less competitive in international markets.
Although we will continue to monitor our exposure to currency fluctuations and, when appropriate, may use financial hedging techniques to minimize the effect of these fluctuations, we can not assure that exchange rate fluctuations will not adversely
affect our financial results in the future.



Interest Rate Risk



As of March 31, 2004, we had cash, cash equivalents and
short-term investments of $105.9 million. Interest rates are presently at the historic lows. In the event that rates increase in the future, any subsequent decline in interest rates over time would materially reduce our interest income from our
short-term investments. Based upon our balance of cash and cash equivalents and short-term investments, an absolute reduction in interest rates of 0.5% would cause a corresponding decrease in our annual interest income by approximately $0.5 million.



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ITEM 4. CONTROLS AND PROCEDURES



Based on our managements evaluation, including considering the effect of the restatements, (with the participation of our principal executive officer and principal financial officer) as of the end of the period covered by this
quarterly Report on Form 10-Q/A, our disclosure controls and internal procedures (as defined in Rules 13a-15(e) and 15d-15(3) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) are effective to ensure
that information required to be disclosed by us in reports that we file, or submit, under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.



Subsequent to the issuance of our condensed consolidated
financial statements for the three months ended March 31, 2004, we discovered that our presentation of cost of service, cost of maintenance, and the components of functional expenses for the first quarter of 2004 was not correct due to a
misclassification of some common overhead costs. Accordingly, cost of service, cost of maintenance and the components of functional expenses for the periods presented have been restated as described in Note 2 of notes to the condensed
consolidated financial statements included in this Report on Form 10-Q/A. This change did not impact the Companys condensed consolidated statements of financial position, the statements of cash flows, revenue or net loss for any of the
periods presented. In response to the discovery of this misclassification error during the third quarter of 2004, we have implemented processes and procedures, including the use of comparative reports in the management review of the allocation of
common overhead costs to the cost of service, cost of maintenance and components of functional expenses, intended to ensure that this misclassification error is not repeated.



As previously reported, during the preparation of our consolidated financial statements for the year ended December 31,
2003, we discovered that our pro-forma footnote disclosures required by FAS No. 148 Accounting for Stock-Based Compensation-Transition and Disclosure, with respect to the fair value of our stock-based awards for the year ended
December 31, 2003 and the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003, were not calculated correctly. We have corrected the disclosure for the quarter ended March 31, 2003, as described in Note 2
of notes to the condensed consolidated financial statements included in this Report on Form 10-Q/A. In response to the discovery of this calculation effort, we implemented processes and procedures during the first quarter of 2004, including
increased management review of the parameters used to calculate the valuation of stock options and employee stock purchase program shares for the stock-based compensation disclosure, intended to ensure that this calculation error is not repeated.



Except as described above, no change in the Companys
internal control over financial reporting occurred during the fiscal quarter ended March 31, 2004 that has materially affected or is reasonably likely, to materially affect the Companys internal control over financial reporting.



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PART II: OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



On
April 8, 2004, the Company was served with a civil complaint filed by Voice Capture, Inc. against the Company in the United States District Court for the Southern District of Iowa (the Complaint). The Complaint, which also names as
defendants Intel Corporation and Dialogic Corporation, alleges that certain software and services of the Company infringe upon certain claims contained in U.S. Patent No. Re 34,587 (Interactive Computerized Communications Systems with Voice
Input and Output). The plaintiff is seeking unspecified damages. The Company is currently investigating the allegations raised in the Complaint. However, the Company believes that the allegations of the Complaint are without merit and intends
to defend the litigation vigorously.



In August 2001, the first
of a number of complaints was filed, in the United States District Court for the Southern District of New York, on behalf of a purported class of persons who purchased the Companys stock between April 12, 2000, and December 6, 2000. Those
complaints have been consolidated into one action. The complaint generally alleges that various investment bank underwriters engaged in improper and undisclosed activities related to the allocation of shares in the Companys initial public
offering of securities. The complaint makes claims for violation of several provisions of the federal securities laws against those underwriters, and also against the Company and some of directors and officers. Similar lawsuits, concerning more than
250 other companies initial public offerings, were filed in 2001. In February 2003, the Court denied a motion to dismiss with respect to the claims against the Company. In the third quarter of 2003, a proposed settlement in principle was
reached among the plaintiffs, issuer defendants (including the Company) and the issuers insurance carriers. The settlement calls for the dismissal and release of claims against the issuer defendants, including the Company, in exchange for a
contingent payment to be paid, if necessary, by the issuer defendants insurance carriers and an assignment of certain claims. The timing of the conclusion of the settlement remains unclear, and the settlement is subject to a number of
conditions, including finalization of appropriate documentation and approval of the Court. The settlement is not expected to have any material impact upon the Company, as payments, if any, are expected to be made by insurance carriers, rather than
by the Company. In the event a settlement is not concluded, the Company intends to defend the litigation vigorously. The Company believes that it has meritorious defenses to the claims against itself.



In 2001, putative shareholder derivative actions were filed in the California
state, alleging breaches of fiduciary duty and insider trading by several of the Companys directors and officers. As the Company is named as a nominal defendant, the actions did not appear to seek any recovery against the Company. The Court
approved the settlement and dismissal of these actions in November 2003. The settlement did not require any payments by the Company.



In March 2001, the first of a number of stockholder class action complaints were filed, in the United States District Court for the Northern District of
California, against the Company and certain of its officers and directors. The lawsuits were consolidated and an amended complaint was filed on behalf of a purported class of people who purchased the Companys stock during the period January
31, 2001, through March 15, 2001, alleging false and misleading statements and insider trading in violation of the federal securities laws. The plaintiffs were seeking unspecified damages. In November 2003, the Court approved a settlement and
dismissal of the action. The settlement was funded entirely by the Companys insurers in August and September 2003.



In January 2001, the Company filed an opposition proceeding in the European community against a Community Trade Mark application for NUANCE, owned by
Nuance Global Traders, Ltd. The opposition is still pending. The parties have agreed upon a settlement, which will become final upon, among other things, completion of final settlement documents.



In addition, The Company is subject to various other legal proceedings,
claims and litigation that arise in the normal course of business. While the outcome of these matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on
its consolidated financial position, results of operations, or cash flows.



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##### Table of Contents

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:



(a) Exhibits



Exhibit Index



|               |  |                                                                                                                                                          
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit number |  | Description                                                                                                                                              
|3.1*           |  | Restated Certificate of Incorporation of the Company, as currently in effect.                                                                            
|               | 
|3.2**          |  | Bylaws of the Company, as currently in effect.                                                                                                           
|               | 
|31.1           |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
|               | 
|31.2           |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
|               | 
|32.1           |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   
|               | 
|32.2           |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   

---

|* | Incorporated by reference to the registrants Registration Statement on Form S-1 (File no. 333-96217) as declared effectively by the Securities and Exchange Commission on
February 4, 2000.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Incorporated by reference to the Companys Form 8-K (file No. 000-30203), as filed on December 13, 2002.
|-- | --------------------------------------------------------------------------------------------------------



(b) Reports on Form 8-K



|                    |  |                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------- |  | -------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date Furnished      |  | Item No.       |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                     
|January 27, 2004*** |  | Items 7 and 12 |  | On January 27, 2004, the Company furnished a report on Form 8-K to report under Item 12 its financial results for the quarter and fiscal year ended December 31, 2003, and to list under Item 7
a press release furnished with the filing. The Companys statement of operations and balance sheet for the quarter and fiscal year ended December 31, 2003 were included with the press release that is an exhibit to the report

---

|*** | This furnished 8-K shall not be deemed filed or incorporated by reference into any filing.
|--- | ------------------------------------------------------------------------------------------



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SIGNATURES



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



Date: November 8, 2004



NUANCE COMMUNICATIONS, INC.(Registrant)By:

/s/    KAREN
BLASINGKaren Blasing Vice President and Chief Financial Officer




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