Table of Contents



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

FORM 10-K

(Mark One)ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 25, 2010Oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                                    to


Commission file number: 000-50307



FormFactor, Inc.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

13-3711155(I.R.S. Employer
Identification No.)


7005 Southfront Road, Livermore, California 94551(Address of principal executive offices, including zip code)

(925) 290-4000(Registrant's telephone number, including area code)



Securities
registered pursuant to Section 12(b) of the Act:Common Stock

Name
of each exchange on which registered:NASDAQ Global Market

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

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes o    No ý

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

Indicate by check mark whether the registrant submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of the Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes o    No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a smaller
reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

Aggregate market value of registrant's common stock held by non-affiliates of the registrant, based upon the closing price of a share of the
registrant's common stock on June 25, 2010 (the last business day of the registrant's most recently completed second quarter) as reported by NASDAQ Global Market on that date: $328,049,221.
Shares of the registrant's common stock held by each executive officer, director and person who owns 5% or more of the outstanding common stock of the registrant have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The
number of shares of the registrant's common stock, par value $0.001 per share, outstanding as of February 10, 2011 was 50,716,377 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions
of the registrant's definitive Proxy Statement for the 2011 Annual Meeting of Stockholders, which will be filed within 120 days of the end of the registrant's fiscal year
ended December 25, 2010, are incorporated by reference in Part III hereof. Except with respect to information specifically incorporated by reference in this Form 10-K,
the Proxy Statement is not deemed to be filed as a part of this Form 10-K.



---





Table of Contents



FORMFACTOR, INC.        Form 10-K for the Fiscal Year Ended December 25, 2010        Index



PagePart IItem 1:

Business

4Item 1A:

Risk Factors

14Item 1B:

Unresolved Staff Comments

32Item 2:

Properties

32Item 3:

Legal Proceedings

33Item 4:

(Removed and Reserved)

36Part IIItem 5:

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

37Item 6:

Selected Financial Data

39Item 7:

Management's Discussion and Analysis of Financial Condition and Results of Operations

40Item 7A:

Quantitative and Qualitative Disclosures about Market Risk

62Item 8:

Financial Statements and Supplementary Data

62Item 9:

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

62Item 9A:

Controls and Procedures

63Item 9B:

Other Information

64Part IIIItem 10:

Directors, Executive Officers, and Corporate Governance

65Item 11:

Executive Compensation

65Item 12:

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

65Item 13:

Certain Relationships and Related Transactions, and Director Independence

65Item 14:

Principal Accounting Fees and Services

66Part IVItem 15:

Exhibits, Financial Statement Schedules

67Signatures

70Consolidated Financial Statements

72


FormFactor,
the FormFactor logo and its product and technology names, including ATRE, DC-Boost, Harmony, MicroSpring, MicroForce, RapidSoak, SmartMatrix, TouchMatrix,
OneTouch, Takumi, TRE, TrueScale and TrueScale Lite, are trademarks or registered trademarks of FormFactor in the United States and other countries. All other trademarks, trade names or service marks
appearing in this Annual Report on Form 10-K are the property of their respective owners.

Throughout
this Annual Report on Form 10-K, we refer to FormFactor, Inc. and its consolidated subsidiaries as "FormFactor," "we," "us," and "our". Our fiscal
years end on the last Saturday in December. Our last three fiscal years ended on December 27, 2008, December 26, 2009 and December 25, 2010.

2

---





Table of Contents

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Securities Exchange
Act of 1934 and the Securities Act of 1933, which are subject to risks and uncertainties. The forward-looking statements include statements concerning, among other things, our business strategy
(including anticipated trends and developments in, and management plans for, our business and the markets in which we operate), financial results, operating results, revenues, gross margin, operating
expenses, products, projected costs and capital expenditures, research and development programs, sales and marketing initiatives and competition. In some cases, you can identify these statements by
forward-looking words, such as "may," "might," "will," "could," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "intend" and "continue," the negative or plural of these
words and other comparable terminology. The forward-looking statements are based on information available to us as of the filing date of this Annual Report on Form 10-K and our
current expectations about future events, which are inherently subject to change and involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. We
undertake no obligation to update any of these statements for any reason. Actual events or results may differ materially from those expressed or implied by these statements due to various factors,
including but not limited to the matters discussed below, in the section entitled "Item 1A: Risk Factors", and elsewhere in this Form 10-K.

Our
operating results have fluctuated in the past and are likely to continue to fluctuate. As a result, we believe you should not rely on period-to-period
comparisons of our financial results as indicators of our future performance. Some of the important factors that could cause our revenues, operating results and outlook to fluctuate from
period-to-period include:



3

---



Table of Contents



The
impact of one or more of these factors might cause our operating results to vary widely. If our revenues, operating results or outlook fall below the expectations of market analysts
or investors, the market price of our common stock could decline substantially. You should carefully consider the numerous risks and uncertainties described above and in such sections.

PART I

Item 1:Business

FormFactor, Inc. was incorporated in Delaware in 1993. We design, develop, manufacture, sell and support precision, high
performance advanced semiconductor wafer probe card products and solutions. Semiconductor manufacturers use our wafer probe cards to perform wafer sort and test on the semiconductor die, or chips, on
the whole semiconductor wafer, which is prior to singulation of the wafer into individual, separate chips. We work closely with our customers on product design, as each wafer probe card is a custom
product that is specific to the chip and wafer designs of the customer. During wafer sort and test, a wafer probe card is mounted in a prober, which in turn is connected to a semiconductor tester. The
wafer probe card is used as an interface to connect electrically with and test individual chips on a wafer. Our wafer probe cards are used by our customers in the front end of the semiconductor
manufacturing process, as are our image sensor, parametric or in-line probe cards. We introduced our first wafer probe card based on our MicroSpring® interconnect technology in
1995. We offer products and solutions that are custom designed for semiconductor manufacturers' unique wafer designs and enable them to reduce their overall cost of test.

Semiconductor
device shipments saw a continuation of the rebound in 2010 that started in late 2009. In fiscal 2010, we saw substantial growth in our markets in the first half of the
year. However, the second half of the year began to show signs of weakness, especially in the demand for our products that test Dynamic Random Access Memory, or DRAM, devices. This weakness was the
result of numerous factors, including the delay in qualification of our next-generation products at certain of our customers, increasing inventories of DRAM devices and deterioration of
average selling prices. Overall, our revenue increased year-over-year in each of the major semiconductor device segments we addressDRAM, Flash and System on Chip,
or SoC.

In
2010, we continued our efforts to improve our company's operating efficiency, to qualify our next generation products implementing our proprietary Matrix architecture structure, and
to better position our company to address our current and expected market opportunities. We resized the organization through a series of restructuring actions that included reductions of our
world-wide workforce, the consolidation of our property footprint in Livermore, the shut-down of our back-end manufacturing operations in Korea and the cessation of
our transition of manufacturing operations to Singapore. These efforts represent a renewed focus on streamlining and simplifying our overall structure and better aligning our operations with the
current business environment, as well as reducing our manufacturing cost and improving our cycle times.

Products

Our products are based on our proprietary technologies, including our MicroSpring interconnect technology and design tools. Our
MicroSpring interconnect technology, which includes resilient spring-like contact elements, enables us to produce wafer probe cards for applications that require

4

---



Table of Contents

reliability,
speed, precision and signal integrity. We manufacture our MicroSpring contact elements through precision micro-machining and scalable semiconductor-like wafer fabrication
processes. Our MicroSpring contacts are springs that optimize the relative amounts of force on, and across, a bond pad during the test process and maintain their shape and position over a range of
compression. These characteristics allow us to achieve reliable, electrical contact on either clean or oxidized surfaces, including bond pads on a wafer. MicroSpring contacts enable our wafer probe
cards to make hundreds of thousands of touchdowns with minimal maintenance for many device applications. The MicroSpring contact can be attached to many surfaces, or substrates, including printed
circuit boards, silicon wafers, ceramics and various metalized surfaces.

Since
developing this fundamental technology, we have broadened and refined it to respond to the increasing requirements of testing smaller, faster and more complex semiconductor
devices. We
continue to invest in research and development activities around our interconnect technologies, including our micro-electro-mechanical systems, or MEMS, technology, as our MicroSpring contacts have
scaled in size with the continuing evolution of semiconductors.

Our
MicroSpring contacts include geometrically precise tip structures. These tip structures are the part of our wafer probe cards that come into physical contact with the devices being
tested, and are manufactured using proprietary micro-machining semiconductor-like processes. These tip structures enable precise contact with small bond pad sizes and pitches. Our
technology allows for the design of specific geometries of the contact tip that deliver precise and predictable electrical contact for a customer's particular application.

Our
wafer probe cards are custom products that are designed to order for our customers' unique wafer designs. For high parallelism memory test applications, our products require large
area contact array sizes because they must accommodate tens of thousands of simultaneous contacts. Our current technology enables probe cards for certain applications to be populated with over 40,000
contacts. This requirement poses fundamental challenges that our technology addresses, including the planarity of the array, the force needed to make contact and the need to touch all bond pads with
equal accuracy. We have developed wafer probe cards that use array sizes ranging from 23 mm × 23 mm up to array sizes suitable for contacting all die on a 300 mm wafer simultaneously.

We
have invested and intend to continue to invest considerable resources in our wafer probe card design tools and processes. These tools and processes enable automated routing and trace
length adjustment within our complex multi-layer printed circuit boards and greatly enhance our ability to rapidly design and lay out complex printed circuit board structures. Our proprietary design
tools also enable us to design wafer probe cards particularly suited for testing today's low voltage, high power chips, which require superior power supply performance. Our MicroSpring interconnect
technology is used to provide a very low inductance, low resistance electrical path between the power source and the chip under test.

Because
our customers typically use our wafer probe cards in a wide range of operating temperatures, as opposed to conducting wafer probe tests at one predetermined temperature, we have
designed complex thermal compensation characteristics into our products. We select our wafer probe card materials after careful consideration of the potential range of test operating temperatures and
design our wafer probe cards to provide for a precise match with the thermal expansion characteristics of the wafer under test. As a result, our wafer probe cards are able to accurately probe over a
large range of operating temperatures. This feature enables our customers to use the same wafer probe card for both low and high temperature testing without a loss of performance. In addition, for
those testing situations that require positional accuracy at a specific temperature, we have designed wafer probe cards optimized for testing at such temperatures.

We
have many spring shapes, different geometrically-precise tip structures, various array sizes and diverse printed circuit board layouts that enable a wide variety of solutions for our
customers. Our

5

---



Table of Contents

designers
select the most appropriate of these elements, or modify or improve upon such existing elements, and integrate them with our other technologies to deliver a custom solution optimized for the
specific customer's requirements.

Our
technology investment yielded several advances in fiscal 2010. We achieved a record setting new product ramp with our second generation full wafer contact products, SMART Matrix
100 for DRAM and TouchMatrix for Flash, shipping over 350 units since introduction. These product lines have ramped in volume approximately four times faster than our
previous generation Harmony product, and are now in production at four of the top five memory manufacturers worldwide.

The
Matrix platform success is based on its unique architecture, a combination of three dimensional, or 3D, MEMS springs, singulated substrate and custom analog ASICs for high density
advanced test equipment, or ATE, signal sharing. The resulting solution delivers precise positioning of contacts on a wafer to improve yield and minimize setup time, rapid temperature scaling to
maximize utilization, and extends native ATE parallelism to maximize test cell throughput. Customers are achieving measurable yield benefits, lower repair rates, and substantial cost of ownership
improvement with these new products.

Customers

Our customers include manufacturers in the DRAM, Flash and SoC markets. Our customers use our wafer probe cards to test DRAM chips
including DDR, DDR2, DDR3, SDRAM, PSRAM, mobile DRAM, and Graphic DRAM, NOR and NAND flash memory chips, serial data devices, chipsets, microprocessors, microcontrollers and analog devices.

Three
customers accounted for 46.0% of our revenues in fiscal 2010, one customer accounted for 49.1% of our revenues in fiscal 2009 and three customers accounted for 53.9% of our
revenues in fiscal 2008, as follows:

Fiscal 2010

Fiscal 2009

Fiscal 2008Elpida Memory(1)


21.2
%

49.1
%

29.7
%Hynix Semiconductor(2)


12.8


*


*Samsung(3)


12.0


*


*Intel Corporation


*


*


13.5Spansion


*


*


10.7Total


46.0
%

49.1
%

53.9
%


(1)Includes
Elpida Memory and its consolidated subsidiaries, Rexchip Electronics Corp. and Tera Probe.(2)Includes
Hynix Semiconductor and its consolidated subsidiary Hynix-Numonyx Semiconductor.(3)Includes
Samsung Semiconductor and its consolidated subsidiary Samsung Austin Semiconductor.*Less
than 10% of revenues.


The
percentages above reflect customer constellations as of December 25, 2010. Prior period concentrations have been updated to reflect the current customer
compositions.

Information
concerning revenue by geographic region and by country based upon ship to location appears under "Item 7: Management's Discussion and Analysis of Financial Condition
and Results of OperationsRevenuesRevenue by Geographic Region" and Note 14Operating Segment and

6

---



Table of Contents

Geographic
Information of the Notes to our Consolidated Financial Statements, which are included elsewhere in this Form 10-K.

Backlog

Our backlog was $37.5 million at December 25, 2010 compared to $43.6 million at December 26, 2009. We
manufacture our wafer probe cards based on order backlog and customer commitments. In addition, due to our customers' short delivery time requirements, we at times produce our products in anticipation
of receiving orders for our products. However, backlog includes only orders for which written authorizations have been accepted and shipment dates within 12 months have been assigned. In
addition, backlog includes service revenue for existing product service agreements to be earned within the next 12 months. Customers may delay delivery of products or cancel orders prior to
shipment, subject to possible cancellation penalties. Due to possible changes in delivery schedules and cancellations of orders, our backlog on any particular date is not necessarily indicative of
actual sales for any succeeding period. Delays in delivery schedules and/or a reduction in backlog during any particular period could have a material adverse effect on our business and results of
operations.

Manufacturing

Our wafer probe cards are custom products that we design and manufacture to order for our customers' unique wafer designs. Our
proprietary manufacturing processes can generally be divided into a front-end process, which includes wirebonding, photolithography, plating and metallurgical processes, dry and
electro-deposition, pick and place assembly and complex interconnection system design, and a back-end process, which includes assembly and test and quality control. The critical steps in
our manufacturing process are performed in a Class 100 clean room environment.

We
depend upon suppliers for some critical components of our manufacturing processes, including ceramic substrates and complex printed circuit boards, and for materials used in our
manufacturing processes. Some of these components and materials are supplied by a single vendor. Generally, we rely on purchase orders rather than long-term contracts with our suppliers,
which subjects us to risks, including price increases and component shortages. We continue to evaluate alternative sources of supply for these components and materials.

During
fiscal 2010, we undertook a restructuring of our manufacturing operations. The purpose of the restructuring was to simplify our overall manufacturing framework, better align our
operations with the current business environment and reduce both manufacturing cost and cycle times. As part of this simplification, we shut-down our Korea back-end
manufacturing operations and ceased the transition of our manufacturing operations to Singapore. Our primary manufacturing facility is located in Livermore, California, and we continue to perform
certain manufacturing operations in Japan.

We
maintain repair and service capability in Livermore, California, United States. We also provide repair and service capabilities in our service centers in Austin, Texas, United States;
Gyeonggi-do, South Korea; Dresden, Germany; Yokohama City, Japan and Jubei City, Taiwan.

Research, Development and Engineering

The semiconductor industry is subject to rapid technological change and new product introductions and enhancements. We believe that our
continued commitment to research and development and our timely introduction of new and enhanced wafer probe test solutions and other technologies related to our MicroSpring interconnect technology
are integral to maintaining our competitive position. We continue to invest considerable time and resources in creating structured processes for undertaking, tracking and completing our development
projects, and plan to implement those developments into new product or technology offerings. We continue to allocate significant resources to these efforts and to use automation and information
technology to provide additional efficiencies in our research and development activities.

7

---



Table of Contents

Research
and development expenses were $55.4 million for fiscal 2010, $57.5 million for fiscal 2009 and $65.5 million for fiscal 2008.

Our
research and development activities, including our product engineering activities, are directed by individuals with significant expertise and industry experience.

Sales and Marketing

We sell our products utilizing a proprietary sales model that emphasizes the customer's total cost of ownership as it relates to the
costs of test. With this sales model, we strive to demonstrate how test costs can be reduced by simulating the customer's test floor environment, including testers and probers, utilizing our products
and comparing the overall cost of test to that of conventional and competitive wafer probe cards.

We
sell our products worldwide primarily through a combination of a global direct sales force, independent sales representatives and value added resellers.

Our
sales and marketing staff, located in the United States, Taiwan, Japan, South Korea and Singapore, work closely with customers to understand their businesses, anticipate trends and
define products that will provide significant technical and economic advantages to our customers.

We
utilize a highly skilled team of field application engineers that support our customers as they integrate our products into their manufacturing processes. Through these customer
relationships, we develop a close understanding of customer and product requirements, thereby accelerating our customers' production ramps.

Environmental Matters

We are subject to U.S. federal, state and local, and foreign governmental laws and regulations relating to the protection of the
environment, including those governing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the clean-up of contaminated
sites and the maintenance of a safe workplace. We believe that we comply in all material respects with the environmental laws and regulations that apply to us, including those of the California
Department of Toxic Substances Control, the Bay Area Air Quality Management District, the City of Livermore Water Resources Division and the California Division of Occupational Safety and Health. We
did not receive any notices of violations of environmental laws and regulations in fiscal 2010. In fiscal 2009 we did receive one notice of violation from the City of Livermore regarding a violation
of certain applicable waste water discharge limits. For the notice received, we promptly investigated the violation, took what we believed to be appropriate steps to address the cause of the
violation, and implemented corrective measures to prevent a recurrence. No provision has been made for loss from environmental remediation liabilities associated with our facilities because we believe
that it is not probable that a liability has been incurred as of December 25, 2010.

While
we believe that we are in compliance in all material respects with the environmental laws and regulations that apply to us, in the future, we may receive additional environmental
violation notices, and if received, final resolution of the violations identified by these notices could harm our operations, which may adversely impact our operating results and cash flows. New laws
and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination at our or others' sites or the imposition of new cleanup requirements could
also harm our operations or subject us to monetary liabilities, thereby adversely impacting our operating results and cash flows.

Competition

The highly competitive wafer probe card market is comprised of many domestic and foreign companies, and has historically been
fragmented with many local suppliers servicing individual

8

---



Table of Contents

customers.
Our current and potential competitors in the wafer probe card market include Advantest Corporation, Aehr Test Systems, AMST Co., Ltd., Cascade Microtech, Inc.,
Feinmetall GmbH, Korea Instrument Co., Ltd., Japan Electronic Materials Corporation, SV Probe, Inc., Micronics Japan Co., Ltd., Microfriend Inc.,
Micro-Probe, Inc., TSC MEMSYS Corporation, Technoprobe Asia Pte. Ltd., Tokyo Cathode Laboratory Co., Ltd., Tokyo Electron Ltd., Touchdown Technologies (a
Verigy, Ltd. company), TSE Co., Ltd., and Wentworth Laboratories, Inc., among others. In addition to the ability to address wafer probe card performance issues, the primary
competitive factors in the industry in which we compete include product performance quality and reliability, price, total cost of ownership, lead times, the ability to provide prompt and effective
customer service, field applications support and timeliness of delivery.

Some
of our competitors are also suppliers of other types of test equipment or other semiconductor equipment, or offer both advanced wafer probe cards and vertical or needle probe cards,
and may have greater financial and other resources than we do. We expect that our competitors will enhance their current wafer probe products and that they may introduce new products that will be
competitive with our wafer probe cards. In addition, it is possible that new competitors, including test equipment manufacturers, may offer new technologies that reduce the value of our wafer probe
cards.

Additionally,
semiconductor manufacturers may implement chip designs that include built-in self-test capabilities or similar functions or methodologies that
increase test throughput and eliminate some or all of our current competitive advantages. Our ability to compete favorably may also be adversely affected by (1) delays in qualification of our
next-generation products, (2) low volume orders that do not meet our present minimum volume requirements, (3) very short cycle time requirements which may be difficult for us
to meet, (4) long-standing relationships between our competitors and certain semiconductor manufacturers, and (5) semiconductor manufacturer test strategies that include low
performance semiconductor testers.

Intellectual Property

Our success depends in part upon our ability to continue to innovate and invest in research and development to meet the semiconductor
testing requirements of our customers, to maintain and protect our proprietary technology and to conduct our business without infringing on the proprietary rights of others. We rely on a combination
of patents, trade secrets, trademarks and contractual restrictions on disclosure to protect our intellectual property rights.

As
of December 25, 2010, we had 747 issued patents, of which 398 are United States patents and 349 are foreign patents. The expiration dates of these patents range from 2011 to
2028. Our issued patents cover many of the features of our interconnect technology, as well as some of our inventions related to wafer probe cards and testing, wafer-level packaging and test, sockets
and assemblies and chips. In addition, as of December 25, 2010, we had 553 patent applications pending worldwide, including 119 United States applications, 417 foreign national or regional
stage applications and 17 Patent Cooperation Treaty applications. We cannot provide any assurance that our current patent applications, or any future patent applications that we may file, will result
in a patent being issued with the scope of the claims we seek, or at all, or whether any patents that we may obtain will not be challenged or invalidated. Even if additional patents are issued, our
patents might not provide sufficiently broad coverage to protect our proprietary rights or to avoid a third party claim against one or more of our products or technologies.

9

---





Table of Contents

We have both registered and unregistered trademarks, including FormFactor, ATRE, DC-Boost, Harmony, MicroSpring, MicroForce, RapidSoak, SmartMatrix,
TouchMatrix, OneTouch, TRE, TrueScale, TrueScale Lite and the FormFactor logo.

We
routinely require our employees, customers, suppliers and potential business partners to enter into confidentiality and non-disclosure agreements before we disclose to
them any sensitive or proprietary information regarding our products, technology or business plans. We require our employees to assign to us proprietary information, inventions and other intellectual
property they create, modify or improve.

Legal
protections afford only limited protection for our proprietary rights. We also may not be successful in our efforts to enforce our proprietary rights. To date, for example, we have
been unsuccessful in our efforts to enforce certain of our patent rights and obtain injunctive relief for violation of those rights in South Korea, and through the U.S. International Trade Commission,
or ITC. The ITC initiated an investigation into certain activities of two companies based on a complaint we filed in late 2007, but did not find a violation of Section 337 of the U.S. Tariff
Act of 1930 and terminated its investigation in November 2009 without issuing an exclusionary order against any products. Notwithstanding our efforts to protect our proprietary rights, unauthorized
parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. From time to time, we have become aware of situations where others are or may be
infringing on our proprietary rights. We evaluate these situations as they arise and elect to take actions against these companies as we deem appropriate. Others might independently develop similar or
competing
technologies or methods, design around our patents, or attempt to manufacture and sell infringing products in countries that do not strongly enforce intellectual property rights or hold invalid our
intellectual property rights. In addition, leading companies in the semiconductor industry have extensive patent portfolios and other intellectual property with respect to semiconductor technology.
Actions have been filed in the U.S. Patent and Trademark Office and patent offices in other countries, challenging the validity of certain of our patents. In the future, we might receive claims that
we are infringing intellectual property rights of others or that our patents or other intellectual property rights are invalid. We have received in the past, and may receive in the future,
communications from third parties inquiring about our interest in licensing certain of their intellectual property or more generally identifying intellectual property that may be of interest to us.

We
have invested significant time and resources in our technology and as a part of our ongoing efforts to protect the intellectual property embodied in our proprietary technologies,
including our MicroSpring interconnect technology and design processes, we may pursue actions to enforce our intellectual property rights against infringing third parties.

For
a description of the material patent-related proceedings in which we are involved, see "Item 3: Legal Proceedings".

Employees

As of December 25, 2010, we had 729 regular full-time employees, including 180 in research and development, 76 in
sales and marketing, 80 in general and administrative functions, and 393 in operations. By region, 532 of our employees were in North America, 64 in Japan, 32 in South Korea, 76 in Singapore, 20 in
Taiwan, and 5 in Europe. No employees are currently covered by a collective bargaining agreement. We believe that our relations with our employees are good.

Available Information

We maintain a website athttp://www.formfactor.com. We make available free of charge on
our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the

10

---



Table of Contents

Exchange
Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the United State Securities and Exchange Commission, or SEC. The reference to our
website does not constitute incorporation by reference of the information contained at the site.

The
public may also read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports and
other information regarding issuers, such as FormFactor, that file electronically with the SEC. The SEC's Internet website is located at http://www.sec.gov.

Directors and Executive Officers

Directors.The names of the members of our board of directors, their ages as of December 25, 2010 and their current occupations are
set forth
below.

Name of Director

Age

Current OccupationDr. Homa Bahrami(1)


55

Senior Lecturer at the Haas School of Business, University of California BerkeleyG. Carl Everett, Jr.(2)


60

Venture Partner at Accel LLPDr. Chenming Hu(1)


62

TSMC Distinguished Chair Professor of Microelectronics in Electrical Engineering and Computer Science at the University of California,
BerkeleyLothar Maier


55

Chief Executive Officer and Director of Linear Technology CorporationJames A. Prestridge


78

Director of FormFactor, Inc.Thomas St. Dennis


57

Chief Executive Officer and Director of FormFactor, Inc.Harvey A. Wagner(1)


69

Chief Executive Officer, President and Director of Caregiver Services, Inc.Edward Rogas, Jr.


69

Director of Vitesse Semiconductor Corporation and Vignani Technologies Pvt Ltd


(1)Homa
Bahrami, Chenming Hu and Harvey Wagner resigned from the Board of Directors of the Company effective December 26, 2010, the beginning of our
fiscal 2011. The resignations were not the result of any disagreement with the Company and were part of the Company's larger efforts to streamline operations.(2)Mr. Everett
became the Chairman of our Board of Directors on December 26, 2010.


Dr. Homa Bahramiserved as a Director from December 2004 through December 25, 2010. Dr. Bahrami is a Senior Lecturer
at the Haas School of Business, University of California, Berkeley. Dr. Bahrami is also a Faculty Director of the Center for Executive Education and a Board Member of the Center for Trading
Excellence, both at the Haas School of Business, University of California, Berkeley. Dr. Bahrami has been on the Haas School faculty since 1986 and is widely published on organizational design
and organizational development challenges and trends in the high technology sector. Dr. Bahrami currently serves on the board of directors of one privately held company. Dr. Bahrami
holds a Ph.D. in organizational behavior from Aston University, United Kingdom.

G. Carl Everett, Jr.has served as a Director since June 2001 and served as our interim Chief Executive Officer from May 19, 2010
to mid-September 2010, and as our Executive Chairman from mid-September 2010 through December 25, 2010. Mr. Everett founded GCE Ventures, a venture advisement firm, in April 2001.
Mr. Everett has served as a venture partner at Accel LLP, a venture

11

---



Table of Contents

capital
firm, since 2002. From February 1998 to April 2001, Mr. Everett served as Senior Vice President, Personal Systems Group of Dell Inc. During 1997, Mr. Everett was on a
personal sabbatical. From 1978 to December 1996, Mr. Everett held several management positions with Intel Corporation, including
Senior Vice President and General Manager of the Microprocessor Products Group, and Senior Vice President and General Manager of the Desktop Products Group. Mr. Everett currently serves on the
board of directors of three privately held companies. Mr. Everett holds a B.A. in business administration and an honorary Doctorate of Laws from New Mexico State University.

Dr. Chenming Huserved as a Director from December 2009 through December 25, 2010. Dr. Hu is the TSMC Distinguished
Chair Professor of Microelectronics in Electrical Engineering and Computer Sciences at the University of California, Berkeley, and has been a Professor of Electrical Engineering and Computer Sciences
at the University of California, Berkeley since 1976. From 2001 through 2004, Dr. Hu was the Chief Technology Officer at Taiwan Semiconductor Manufacturing Company Limited, a dedicated
semiconductor foundry. From 1995 through 2003, Dr. Hu served as the Chairman of the board of directors of Celestry Design Technologies, Inc., a complete, full-chip SoC
silicon accurate sign-off solution provider, which Cadence Design Systems, Inc. acquired in 2003. Dr. Hu was also the co-founder of Celestry Design Technologies.
From 1973 through 1976 Dr. Hu was an assistant professor at the Massachusetts Institute of Technology. Dr. Hu has served as a member of the Board of Directors of MoSys, Inc., a
publicly traded company, since January 2005, and of SanDisk Corporation, a publicly traded company, since September 2009, where he is a member of the Compensation Committee. Dr. Hu currently
serves on the board of directors of one privately held company, where he is a member of the Audit Committee. Dr. Hu holds a B.S. in Electrical Engineering from National Taiwan University,
Taiwan and an M.S. and a Ph.D. in Electrical Engineering from the University of California, Berkeley.

Lothar Maierhas served as a Director since November 2006. Mr. Maier has served as the Chief Executive Officer and a member of the
board of directors of Linear Technology Corporation, a supplier of high performance analog integrated circuits, which is a publicly traded company, since January 2005. Prior to that, Mr. Maier
served as Linear Technology's Chief Operating Officer from April 1999 to December 2004. Before joining Linear Technology, Mr. Maier held various management positions at Cypress Semiconductor
Corporation, a provider of high-performance, mixed-signal, programmable solutions, from 1983 to 1999, most recently as Senior Vice President and Executive Vice President of Worldwide
Operations. Mr. Maier holds a B.S. in chemical engineering from the University of California at Berkeley.

James A. Prestridgehas served as a Director since April 2002, and has served as Chairman of our Board of Directors from August
2005 to June 2008, and from May 2009 to September 2010. Mr. Prestridge served as our Lead Independent Director from June 2008 to May 2009 and from September 2010 to December 2010.
Mr. Prestridge served as a consultant for Empirix Inc., a provider of test and monitoring solutions for communications applications, from October 2001 until October 2003. From June 1997
to January 2001, Mr. Prestridge served as a Director of five private companies that were amalgamated into Empirix. Mr. Prestridge served as a member of the board of directors of
Teradyne, Inc., a manufacturer of automated test equipment, which is a publicly traded company, from 1992 until 2000. Mr. Prestridge was Vice-Chairman of Teradyne from
January 1996 until May 2000 and served as Executive Vice President of Teradyne from 1992 until May 1997. Mr. Prestridge holds a B.S. in general engineering from the U.S. Naval Academy and an
M.B.A. from Harvard University. Mr. Prestridge served as a Captain in the U.S. Marine Corps.

Thomas St. Dennishas served as our Chief Executive Officer and a Director since mid-September 2010, when he joined our company.
Mr. St. Dennis previously held various positions at Applied Materials, Inc. from 1992 to 1999 and again from 2005 to 2009. His most recent role at Applied Materials, Inc.
was the Senior Vice President and General Manager of the Silicon Systems Group. He also worked at Novellus Systems, Inc. as the Executive Vice President of Sales and Marketing from

12

---



Table of Contents

2003
to 2005. From 1999 to 2003 Mr. St. Dennis was the President and CEO of Wind River Systems, Inc. Mr. St. Dennis holds a B.S. in Physics and a M.S. in Physics,
both from UCLA.

Harvey A. Wagnerserved as a Director from February 2005 through December 25, 2010. Mr. Wagner joined Caregiver
Services, Inc., a provider of in-home care services, as the President and Chief Executive Officer and a member of the board of directors on April 7, 2008. Mr. Wagner
founded the H.A. Wagner Group, LLC, a consulting firm, where he has served as managing principal since July 2007. Mr. Wagner previously served as President and Chief Executive
Officer of Quovadx, Inc. (now Healthvision, Inc.), a software and services company, from October 2004 to July 2007, and as a member of the board of directors of Quovadx from April 2004
to July 2007. From May 2004 through October 2004, Mr. Wagner served as acting President and Chief Executive Officer of Quovadx. Prior to joining Quovadx, he served as Executive Vice President
and Chief Financial Officer of Mirant Corporation, an independent energy company, from January 2003 through April 2004. Prior to joining Mirant, Mr. Wagner was Executive Vice President of
Finance, Secretary, Treasurer, and Chief Financial Officer at Optio Software, Inc., a provider of business process improvement solutions, from February 2002 to December 2002. From May 2001 to
January 2002, he performed independent consulting services for various corporations. He was Chief Financial Officer and Chief Operating Officer for PaySys International, Inc. from December 1999
to April 2001. Mr. Wagner also serves on the board of directors of Cree, Inc., a publicly traded company, since February 2004 where he is Chairman of the Audit Committee and a member of
the Nominating and Governance Committee. Mr. Wagner also serves on the Board of Startek, Inc., a publicly traded company, since May 2008 where he is Chairman of the Audit Committee, a
member of the Governance Committee and a member of the Compensation Committee. Mr. Wagner holds a B.B.A. in accounting from the University of Miami.

Edward Rogas, Jr.has served as a Director since October 2010. Mr. Rogas currently serves on the Boards of Vitesse Semiconductor
Corporation
and Vignani Technologies Pvt Ltd. Mr. Rogas served as a Director of Photon Dynamics, Inc., from May 2006 to October 2008. Mr. Rogas held management positions at
Teradyne, Inc. for over 30 years, including serving as Senior Vice President from 2000 through 2005. Mr. Rogas holds degrees of M.B.A. (with distinction) from Harvard Business
School and B.S. from the United States Naval Academy.

Executive Officers.Our executive officers, their ages and their positions with our company as of December 25, 2010 are set forth
below.

Name

Age

PositionThomas St. Dennis


57

Chief Executive OfficerRichard DeLateur


52

Chief Financial OfficerStuart L. Merkadeau


49

Senior Vice President, General Counsel and Secretary


Richard DeLateurhas served as our Chief Financial Officer since May 2010, when he joined our company. He is a 20-year veteran
of Intel's finance team, where he held various positions, including the role of Vice President and Group Controller of Worldwide Technology and Manufacturing. Mr. DeLateur more recently served
as CFO at the private companies Fluidigm Corporation and Topsin Corporation. He had also served as a Director at Numonyx Corp., a leading manufacturer of flash memory which is now part of Micron
Technology, Inc.

Stuart L. Merkadeauhas served as one of our Senior Vice Presidents since October 2003 and as our General Counsel and Secretary
since October 2002. Mr. Merkadeau previously served as one of our Vice Presidents from October 2002 to September 2003, and as our Vice President of Intellectual Property from July 2000 to
October 2002. From 1990 to July 2000, Mr. Merkadeau practiced law as an associate and then a partner with Graham & James LLP, where he specialized in licensing and strategic
counseling in intellectual property matters. Mr. Merkadeau is admitted to practice in California and registered to practice before the U.S. Patent and Trademark Office. Mr. Merkadeau
holds a B.S. in industrial engineering from Northwestern University and a J.D. from the University of California at Los Angeles.

13

---



Table of Contents

Item 1A:Risk Factors

In addition to the other information in this Annual Report on Form 10-K, you should carefully consider the risk
factors discussed in this Form 10-K in evaluating FormFactor and our business. If any of the identified risks actually occur, our business, financial condition and results of
operations could be materially adversely affected. The trading price of our common stock could decline and you may lose all or part of your investment in our common stock. The risks and uncertainties
described in this Annual Report on Form 10-K are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial may
also impair our business operations.

Periodic economic and semiconductor industry downturns could continue to negatively affect our business, results of operations, and financial condition.

The recent and historical global economic and semiconductor industry downturns negatively affected and could continue to negatively
affect our business, results of operations and financial condition. We may experience continued declines in demand for our probe cards resulting from our customers continuing to conserve cash by
cutting production, postponing the implementation of tooling cycles and delaying the ramp of new technology nodes in response to slow demand for consumer and other products incorporating devices
tested with our wafer probe cards. We may experience continued pricing pressure on certain of our products, which may reduce our gross margins. A protracted downturn could cause additional customers
to file for bankruptcy protection as occurred in 2009 with our customers Spansion and Qimonda, resulting in our loss of revenue. In the past environment, customers were seeking extended payment terms
or delaying payment for our products past their original due dates, which could impact their payment histories resulting in our deferral of revenue and which could increase our potential bad debt
exposure. In fiscal 2009, we recorded a $5.0 million pre-tax expense to increase our allowance for doubtful accounts as a result of the heightened non-payment risk of
accounts receivable primarily related to three customers.

We
may also experience the insolvency of key suppliers, leading to delays in the development and shipment of our products, increased expense and loss of revenue. In addition, we may
experience increased impairment charges due to declines in the fair values of marketable debt securities.

We derive a substantial portion of our revenues from a small number of customers, and we could continue to experience significant declines in our revenues if any major
customer does not place, cancels, reduces or delays a purchase of our products, or does not pay us, or delays or extends payment for our products past their original due dates.

A relatively small number of customers have accounted for a significant portion of our revenues in any particular period. Three
customers represented 21.2%, 12.8% and 12.0% of total revenues in fiscal 2010. One customer represented 49.1% of total revenues in fiscal 2009. In fiscal 2010 and in fiscal 2009, our ten largest
customers accounted for 82.8% and 88.4% of our revenues, respectively. We anticipate that sales of our products to a relatively small number of customers will continue to account for a significant
portion of our revenues. Consolidation in the semiconductor industry may increase this concentration. As a result of the global economic and semiconductor industry downturns, we have in the more
recent past experienced significant declines in our revenues. In the future, the cancellation, reduction or deferral of even a small number of purchases of our products could significantly reduce our
revenues in any particular period. Cancellations, reductions or deferrals could result from a delay in the recovery of the semiconductor industry, or a weaker than anticipated recovery, or another
downturn in the semiconductor industry, from manufacturing delays, quality or reliability issues with our products, or from interruptions to our customers' operations due to fire, natural disasters or
other events. Furthermore, because our probe cards are custom products designed for our customers' unique wafer designs, any cancellations, reductions or delays can result in significant,
non-recoverable costs. In some situations, our customers might be able to cancel or reduce orders without a significant penalty.

14

---



Table of Contents

Our
customers could also fail to pay all or part of an invoice for our products. If a customer fails to pay us or delays payment for our products, we may be unable to recognize revenue, our financial
condition and liquidity could be adversely impacted and we may incur additional charges for bad-debt reserve to the extent certain of our customers continue to face financial difficulties
during this downturn. It is also possible that if we make the decision to initiate legal proceedings against customers to seek payment of outstanding receivables that it will negatively impact a
customer relationship and result in lost revenues in the future. Customers with financial difficulties may be forced to materially reduce or discontinue operations, file for bankruptcy or other
relief, or may be acquired by one of our other customers, any of which would further reduce our customer base.

The markets in which we participate are competitive, and if we do not compete effectively, our operating results could be harmed.

We are experiencing increased competition in the wafer probe card market and we expect competition to intensify in the future.
Increased competition has resulted in, and in the future is likely to result in, price reductions, reduced gross margins or loss of market share. Competitors might introduce new competitive products
for the same markets that our products
currently serve. These products may have better performance, lower prices and/or broader acceptance than our products. Competitive products may not have better performance, lower prices and/or broader
acceptance than our products, but may be able to meet shorter delivery times required by customers and result in the loss of revenue for us. In addition, for products such as wafer probe cards,
semiconductor manufacturers typically qualify more than one source, to avoid dependence on a single source of supply. As a result, our customers would likely purchase products from our competitors.
Current and potential competitors include Advantest Corporation, Aehr Test Systems, AMST Co., Ltd., Cascade Microtech, Inc., Feinmetall GmbH, Korea
Instrument Co., Ltd., Japan Electronic Materials Corporation, SV Probe, Inc., Micronics Japan Co., Ltd., Microfriend Inc., Micro-Probe, Inc., TSC
MEMSYS Corporation, Technoprobe Asia Pte. Ltd., Tokyo Cathode Laboratory Co., Ltd., Tokyo Electron Ltd., Touchdown Technologies (a Verigy, Ltd. company),
TSE Co., Ltd., and Wentworth Laboratories, Inc., among others.

Many
of our current and potential competitors have greater name recognition, larger customer bases, more established customer relationships or greater financial, technical,
manufacturing, marketing and other resources than we do. As a result, they might be able to respond more quickly to new or emerging technologies and changes in customer requirements, devote greater
resources to the development, promotion, sale and support of their products, and reduce prices to increase market share. Some of our competitors also supply other types of test equipment, or offer
both advanced wafer probe cards and needle probe cards. Those competitors that offer both advanced wafer probe cards and needle probe cards might have strong, existing relationships with our existing
customers or with potential customers. Because we do not offer a needle probe card or other conventional technology wafer probe cards for less advanced applications, it may be difficult for us to
introduce our advanced wafer probe cards to these customers and potential customers for certain wafer test applications. It is also possible that one or more of our competitors may be able to increase
their relative revenue with mutual customers, resulting in a loss of revenue share to us. It is further possible that existing or new competitors, including test equipment manufacturers, may offer new
technologies that reduce the value of our wafer probe cards.

If we fail to protect our proprietary rights, our competitors might gain access to our technology, which could adversely affect our ability to compete successfully in our
markets and harm our operating results.

If we chose not to protect our proprietary rights or fail in our efforts to protect our proprietary rights, our competitors might gain
access to our technology. Unauthorized parties might attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. Others might independently develop similar
or competing technologies or methods or design around our

15

---



Table of Contents

patents.
In addition, the laws of many foreign countries in which we or our customers do business do not protect our intellectual property rights to the same extent as the laws of the United States.
To date, we have not been successful in our efforts to enforce our proprietary rights and obtain injunctive relief for violation of those rights in South Korea and in the United States. As a result,
our proprietary rights
could be compromised, our competitors might offer products similar to ours and we might not be able to compete successfully. We also cannot assure that:



We
have spent in the past and may be required to spend in the future significant resources to monitor and protect our intellectual property rights. We presently believe that it is likely
that two or more of our competitors are using methodologies or have implemented structures into certain of their products that are covered by one or more of our intellectual property rights. We have
in the past brought claims to protect our rights, and we are currently involved in patent infringement litigation, including an ongoing United States Federal District Court action against a
competitor, Phicom Corporation, with a current operating name of TCS Memsys Corp. We have also filed a lawsuit in the United States District Court for the Northern District of California against
Micro-Probe Incorporated charging, in our amended complaint, that it is willfully infringing five of our U.S. patents that cover aspects of our proprietary technology and wafer probe cards. Our
amended complaint also seeks injunctive relief and damages against Micro-Probe for unfair competition and further includes claims directed against a former employee for misappropriation of trade
secrets, breach of confidence relative to FormFactor's confidential and propriety information and against the former employee and Micro-Probe for
conspiring to breach that confidence. We may not obtain a favorable ruling in this U.S. federal district court action.

In
certain cases, our competitors have initiated re-examination proceedings in the USPTO and invalidity proceedings in foreign patent offices against certain of our patents.
Micro-Probe has submitted to the USPTO requests to re-examine all five of our U.S. patents that are in the litigation; three of the requests have been granted and the USPTO has not yet
made a determination as to whether it will grant the requests directed to the other two patents. Any litigation, whether or not resolved in our favor, and whether initiated by us or by a third party,
could result in significant and possibly material expense to us and divert the efforts of our management and technical personnel. In addition, while patents are territorial and a ruling on a certain
given patent does not necessarily impact the validity or enforceability of a corresponding or related patent in a different country, an adverse ruling in one country might negatively impact our
ability to enforce the corresponding or related patent in other countries. Finally, certain of our customer contracts contain provisions that require us to defend and/or indemnify our customers for
third party intellectual property infringement claims, which would increase the cost to us of an adverse ruling in such a claim. An adverse determination could also negatively impact our ability to
license certain of our technologies and methods to others, and result in our competitors being allowed to sell products with, or add to their products, features and benefits contained in our products,
thereby reducing our competitive advantages over these competing products.

16

---



Table of Contents

If we do not innovate and keep pace with technological developments in the semiconductor industry, our products might not be competitive and our revenues and operating
results could suffer.

We must continue to innovate and to invest in research and development to improve our competitive position and to meet the testing
requirements of our customers. Our future growth depends, in significant part, upon our ability to work effectively with and anticipate the testing needs of our customers and to develop and support
new products and product enhancements to meet these needs on a timely and cost-effective basis. Our customers' testing needs are becoming more challenging as the semiconductor industry
continues to experience rapid technological change driven by the demand for complex circuits that are shrinking in size and at the same time are increasing in speed and functionality and becoming less
expensive to produce. Examples of trends driving demand for technological research and development include semiconductor manufacturers' transitions to 3x nanometer (DRAM) and 2x nanometer (Flash)
technology nodes, to higher gigabit density devices, and to Double Data Rate III architecture devices. Our customers expect that they will be able to integrate our wafer probe cards into any
manufacturing process as soon as it is deployed. Therefore, to meet these expectations and remain competitive, we must continually design, develop and introduce on a timely basis new products and
product enhancements with improved features.

In
October 2009, we acquired certain intellectual property rights and other technology assets related to precision motion control automation from Electroglas, Inc.
("Electroglas"), a company under Chapter 11 bankruptcy protection, in order to complete the development of a custom pick and place assembly system for use in the manufacture of products
incorporating our proprietary Matrix architecture. Our development effort was delayed by, among other things, the financial condition and absence of a dedicated and focused engineering effort at
Electroglas. This development delay resulted in our next-generation matrix-architecture products being late to be qualified for testing certain memory devices, which negatively impacted
our revenues and operating results. In the future, it is possible that our internal development efforts and engagements with third parties regarding the development of manufacturing equipment having
similar functionality may have a lengthy bring-up time and negatively impact our ability to complete new products and realize revenue from those products.

Successful
product design, development and introduction on a timely basis require that we:



Not
only do we need the technical expertise to implement the changes necessary to keep our technologies current, but we must also rely heavily on the judgment of our management to
anticipate future market trends. If we are unable to timely predict industry changes or industry trends, or if we are unable to modify our products or design, manufacture and deliver new products on a
timely basis, or if a third party with which we engage does not timely deliver a component or service for one of our product modifications or new products, we might lose customers or market share. In
addition, we might not be able to recover our research and development expenditures, which could harm our operating results.

17

---



Table of Contents

If semiconductor manufacturers do not migrate elements of final test to wafer probe test, market acceptance of other applications of our technology could be delayed.

We are working with some customers as they evolve the focus of their semiconductor test efforts from the individual device level to the
wafer level. This evolution is typically a long-term process in which the outcome and the effect on our business are not clear. Semiconductor manufacturers might not adopt wafer-level
final test, for some device types, in a way that uses our technology. Our technology's ability to perform elements of final test on the wafer may not scale with the needs of semiconductor
manufacturers. Further, the pace and manner in which wafer-level testing is adopted will also vary by manufacturer and will be affected by factors like capital tooling cycles and end market growth in
different application segments. We believe, for example, that testing in stacked packaging or 3-D packaging applications is more likely to migrate to wafer level test than other
applications. If the migration of elements of final test to wafer probe test does not grow as we anticipate, or if semiconductor manufacturers do not adopt our technology for their wafer probe test
requirements, market acceptance of other applications for our technology could be delayed. In addition, to the extent manufacturers do not invest in wafer test technology enabling the identification
of known good die, or KGD, or if the projected or anticipated investment in such technology is delayed or reduced, it could delay the introduction of certain of our technologies and negatively affect
our business.

Changes in test strategies, equipment and processes could cause us to lose revenues.

The demand for wafer probe cards depends in large part upon the number of semiconductor designs, the pace of technology and
architecture transitions in chip designs and overall semiconductor unit volume. The time it takes to test a wafer depends upon the number of devices being tested, the complexity of these devices, the
test software program and the test equipment itself. As test programs become increasingly effective and test throughput increases, the number of wafer probe cards required to test a given volume of
devices declines. Therefore, advances in the test process could cause us to lose sales. Further, most semiconductor manufacturers are implementing chip designs featuring built-in
self-test, or BIST, capabilities or similar "design for testability", or DFT, functions or methodologies that increase test throughput and reduce the cost of test. These efforts include
strategies to reduce the technical requirements on test equipment, or to improve data about device performance early in the manufacturing process, or to test the device later in the life of the
product for quality assurance purposes. In some cases, BIST or DFT can create opportunities for our technologies. In other cases BIST or DFT can reduce requirements for wafer level test and reduce our
opportunities. Although we seek to work with our customers to show ways that our technologies can be applied together with BIST and DFT approaches to create opportunities to further reduce the cost of
test, the overall impact of BIST and DFT technologies, as they exist today and as they may be developed in the future, could slow the migration to wafer level testing and adversely affect our
revenues. Similar results could occur if new chip designs are implemented which we are unable to test efficiently, or if semiconductor manufacturers reduce generally the amount or degree of wafer test
they perform. We incur significant research and development expenses in conjunction with the introduction of new product architectures and platforms. Often, we time our product introductions to the
introduction of new test equipment platforms or the declination of manufacturers to adopt a new test platform. Because our customers require both test equipment and wafer probe cards, any delay or
disruption in the introduction of new test equipment platforms would negatively affect our growth.

We have recorded significant restructuring, inventory write-offs and asset impairment charges in the past and may do so again in the future, which could have a
material negative impact on our business.

We recorded material restructuring charges related to our global workforce reductions and impairment charges related to our
long-lived assets in fiscal 2008, fiscal 2009, and fiscal 2010, including the cessation of the transition of manufacturing operations to Singapore in the third quarter of our

18

---



Table of Contents

fiscal
2010. We have also recorded material asset impairment charges in the third quarter of fiscal 2010 related to an enterprise-wide asset impairment. As we continue to align our
operations with our business requirements, we may implement additional cost reduction actions, which would
require us to take additional, potentially material, restructuring charges related to employee terminations or asset disposal or exit costs. We may also be required to write off additional inventory
if our product build plans or usage of inventory experience further declines, and such additional write-offs could constitute material charges. In addition, a further decline in our stock
price or significant adverse change in market conditions could require us to take additional material impairment charges related to our long-lived assets. Our long-lived
assets, including intangible assets, are amortized over their respective estimated useful lives using the straight-line method and are reviewed for impairment annually, or whenever events
or changes in circumstances indicate that their carrying amount may not be recoverable. The valuation of our long-lived assets requires assumptions and estimates of many critical factors,
including revenue and market growth, operating cash flows, market multiples, and discount rates. Other adverse changes in market conditions, particularly if such changes have the effect of changing
one of the critical assumptions or estimates we used to calculate the amount of impairment charge, if any, could result in a change to the estimation of fair value that could result in future
impairment charges. Any such additional material charges, whether related to restructuring or asset impairment, may have a material negative impact on our operating results and related financial
statements.

Our restructuring plan may not properly align our cost structure with our business needs and overall semiconductor industry requirements and may adversely affect our
business, financial condition, or operating results.

During the second quarter of our fiscal 2010, we conducted a reduction in force as part of a company-wide cost reduction
plan in order to help focus our resources more strategically towards business needs and industry requirements as part of our global reorganization activities. During the third quarter of our fiscal
2010, one result of our announced decision to cease transition of our manufacturing activities to Singapore was a substantial reduction in force in Singapore. During the fourth quarter of fiscal 2010,
we further reduced our global workforce across the organization. We expect to realize quarterly savings, excluding stock-based compensation expenses, of approximately $4.0 million in the
quarters commencing in fiscal 2011 as a result of these restructuring actions. If we experience expenses in excess of what we anticipate in connection with these restructuring activities, such as
unanticipated costs associated with our decision to focus our manufacturing operations in Livermore and Japan and to not bring up assembly and test operations in Singapore or in Korea, our business,
financial condition, or operating results could be adversely and materially affected. Our business, financial condition and operating results could also be materially adversely affected if we
experience unanticipated inefficiencies as a result of our restructuring activities, such as impaired customer relationships caused by reduced headcount or delay in ramping the manufacture of our
SmartMatrix and TouchMatrix products, by the delay in qualifying such Matrix-platform based products, or by our decision to implement an "end of life" plan for our Harmony products. We also cannot
assure you that we will not undertake additional workforce reductions, that any of our restructuring efforts will be successful, or that we will be able to realize the cost savings and other
anticipated benefits from our previous or future restructuring plans. Any of these issues could render our restructuring plan ineffective, which could have a material adverse effect on our business,
financial condition, or operating results.

If we do not successfully restructure our operations to better position our company for long-term, profitable growth, we might not succeed.

During an extended period of rapid growth and expansion in 2007 and the several years prior, we primarily focused on growing capacity
and meeting customer mission-critical needs. In light of the

19

---



Table of Contents

semiconductor
slow down which started impacting us in 2008, we are now focusing on improving our operating efficiency to achieve operating cash flow break even in the current business environment and
to better position our company for long-term, profitable growth. The timing, length and severity of the cyclical downturns in the semiconductor industry are difficult to predict. This
cyclicality affects our ability to accurately predict our future operating results and plan our business, and could also impair the value of our tangible and intangible assets. We implemented global
cost reduction plans in fiscal 2008, 2009 and 2010, and are continuing to pursue measures to improve our operating efficiency. Such measures have included workforce reductions, the implementation of a
shared service center, the consolidation of manufacturing capacity and the centralization of support functions to regional and global shared service centers. If we do not successfully implement our
global cost reduction plan and other measures for optimizing our financial model for prevailing market conditions, our competitiveness could be seriously harmed, our ability to invest in our business
for future growth may be negatively impacted and our company might not succeed. If we do not successfully restructure our operations by, for example, strengthening our local design, application and
service capabilities to improve customer responsiveness, changing our manufacturing structure for shorter cycle time and improved product delivery capabilities, and realigning our research and
development efforts, and continue to motivate and retain our key employees, we may experience continued deterioration in our business and our company might not succeed. In addition, as the business
environment improves, if we are unable to proactively and effectively manage our operations and/or realign our controls, systems and infrastructure to changing business conditions, we may not be in a
position to boost our personnel, manufacturing capacity, service capabilities and productivity, and support growth in response to increasing customer demand for our products, which would, in turn,
have a negative impact on our operating results. Adverse general economic conditions may also impair the recovery of our business.

Our efforts to introduce and implement price increases for certain of our products could result in certain customers deciding to not purchase our products, which could
negatively impact our business and financial results.

During our second fiscal quarter we issued new pricing guidelines to customers for certain of our products based on our belief that our
company pricing strategy and guidelines had fallen below normal industry cost-down trend rates. We believe that our new pricing guidelines are consistent with normal industry cost learning
curves, but certain customers have reacted, and may in the future react, negatively to our new pricing and elect to not purchase our products, to purchase fewer of our products as compared to those of
our competitors, or to phase out
the purchase of our products, in which case our business, financial condition and operating results could be materially and adversely impacted.

Our delay in qualifying our SmartMatrix and TouchMatrix products at certain of our customers could result in the continued loss of market share at those customers, which
could negatively impact our business and financial results.

We are transitioning from our Harmony platform products to our SmartMatrix and TouchMatrix product lines and have notified our
customers of our end of life, or EOL, plans for our Harmony products. Although we believe our new SmartMatrix and TouchMatrix products enable our customers to lower their cost of ownership and we are
in, or have completed, the qualification phase of this transition at our customers for DRAM and flash memory applications, we are late to market with these new products and both have lost and do
expect to continue to lose market share as we make this product transition. This share loss is the result of the time required for SmartMatrix and TouchMatrix product qualifications and of our
customers' manufacturing lead times as they move from qualification volumes to full commercial production volumes, which could result in lost opportunities for us and negatively impact our business,
financial and operating results. Because of this market timing, our products are not being used by certain of our customers in their current high volume production runs for certain devices, which
could result in our losing follow-on orders for those devices, and could also

20

---



Table of Contents

result
in customers electing to continue purchasing wafer probe cards from suppliers other than us to test their future semiconductor devices, which could result in our loss of market share and have a
negative impact on our business and financial results.

Changes in our tax rates, inability to realize our deferred tax assets or exposure to additional tax liabilities could adversely affect our operating results.

We are subject to income taxes in both the United States and various foreign jurisdictions, and our domestic and international tax
liabilities are subject to the allocation of expenses in different jurisdictions. The amount of income taxes we pay are subject to audits in various jurisdictions and a material assessment by a
governing tax authority could adversely affect our operating results. Our effective tax rate could be adversely affected by changes in the mix of earnings in countries with different statutory tax
rates or changes in tax laws. Realization of our deferred tax assets, which are predominantly in the United States, is dependent on our ability to generate sufficient future taxable income. If we
determine that we may not be able to realize some portion of our deferred tax assets in the future, we would record a valuation allowance against the deferred tax assets that could result in
additional income tax expense. This valuation allowance will not limit our ability to utilize our federal and state deferred tax assets to offset future U.S. profits.

Our equity plans have evergreen provisions that automatically increase the number of shares available for issuance each year without stockholder approval, and as a result of
this annual increase in shares, you may experience dilution and we may not seek your approval for further additions to our existing plans or for new plans.

Our 2002 Equity Incentive Plan and 2002 Employee Stock Purchase Plan have evergreen provisions that automatically increase the number
of shares available for issuance under these plans each year without stockholder approval. Specifically, our 2002 Equity Incentive Plan's evergreen provision increases the number of shares available
for issuance on each January 1st by an amount equal to 5% of the total amount of our outstanding common stock as of December 31st of the prior year, and our 2002 Employee Stock Purchase
Plan's evergreen provision increases the number of shares available for issuance on each January 1st by an amount equal to 1% of the total amount of our outstanding common stock as of
December 31st of the prior year. These evergreen provisions, which have a compounding effect, have been in place since the adoption of the plans in 2003. In 2011, these evergreen provisions
added 2,524,395 shares to the 2002 Equity Incentive Plan and 504,879 shares to the 2002 Employee Stock Purchase Plan, which shares were available for issuance on January 1, 2011. In 2010, these
evergreen provisions added 2,488,180 shares to the 2002 Equity Incentive Plan and 497,636 shares to the 2002 Employee Stock Purchase Plan, which shares were available for issuance on January 1,
2010. In 2009, these evergreen provisions added 2,453,115 shares to the 2002 Equity Incentive Plan and 490,623 shares to the 2002 Employee Stock Purchase Plan, which shares were available for issuance
on January 1, 2009. In 2008, these evergreen provisions added 2,432,112 shares to the 2002 Equity Incentive Plan and 486,422 shares to the 2002 Employee Stock Purchase Plan, which shares were
available for issuance on January 1, 2008, and we had 49,062,308 shares of common stock outstanding on December 27, 2008. In 2007, these evergreen provisions added 2,343,067 shares to
the 2002 Equity Incentive Plan and 468,613 shares to the 2002 Employee Stock Purchase Plan, which shares were available for issuance on January 1, 2007, and we had 48,642,258 shares of common
stock outstanding on December 29, 2007. In 2006, these evergreen provisions added 2,011,834 shares to the 2002 Equity Incentive Plan and 402,366 shares to the 2002 Employee Stock Purchase Plan,
which shares were available for issuance on January 1, 2006, and we had 46,861,334 shares of common stock outstanding on December 30, 2006. In 2005, these evergreen provisions added
1,944,281 shares to the 2002 Equity Incentive Plan and 388,856 shares to the 2002 Employee Stock Purchase Plan, which shares were available for issuance on January 1, 2005, and we had
40,236,686 shares of common stock outstanding on December 31, 2005. In 2004, these evergreen provisions added 1,840,502 shares to the

21

---



Table of Contents

2002
Equity Incentive Plan and 368,100 shares to the 2002 Employee Stock Purchase Plan, which shares were available for issuance on January 1, 2004, and we had 38,885,637 shares of common stock
outstanding on December 25, 2004. Since the adoption of the plans, we have added 15,513,091shares to the 2002 Equity Incentive Plan and 3,102,616 shares under the 2002 Employee Stock Purchase
Plan. Due to the annual increase in the amount of shares available for issuance under these equity plans and to the extent that we issue these shares and they become outstanding, you will continue to
experience dilution. While the equity plans are in effect, it is more likely that due to the plans' evergreen provision, we will not ask our stockholders to approve or disapprove further additions to
the plans. In addition, while the equity plans are in effect, it is more likely that due to the plans' evergreen provisions, we will not ask our stockholders to approve or disapprove the adoption of
any new equity plans.

Cyclicality in the semiconductor industry is currently adversely impacting our sales and may do so in the future, and as a result we have experienced and may continue to
experience reduced revenues and operating results.

The semiconductor industry has historically been cyclical and is characterized by wide fluctuations in product supply and demand. From
time to time, this industry has experienced significant downturns, often in connection with, or in anticipation of, maturing product and technology cycles, excess inventories and declines in general
economic conditions. The current global economic and semiconductor downturns have caused and may continue to cause our operating results to decline dramatically from one period to the next. For
example, our revenues in fiscal 2009 declined by 35.6% compared to our revenues for fiscal 2008, due in significant part to continuing challenges in semiconductor market conditions, particularly in
the DRAM and Flash markets; and our fiscal 2010 fourth quarter revenues declined from our fiscal 2010 third quarter revenues by 7.3%. Our business depends heavily upon the development and manufacture
of new semiconductors, the rate at which semiconductor manufacturers make transitions to smaller nanometer technology nodes and implement tooling cycles, the volume of production by semiconductor
manufacturers and the overall financial strength of our customers, which, in turn, depend upon the current and anticipated market demand for semiconductors and products, such as personal computers and
cell phones, that use semiconductors. Semiconductor manufacturers generally sharply curtail their spending, including their equipment spending, and defer their adoption of emerging technologies during
industry downturns and historically have lowered their spending disproportionately more than the decline in their revenues. This is particularly true when there is a point during an industry cycle in
which the semiconductor manufacturers' costs related to semiconductor devices approach or exceed the sales price of the devices. As a result, we would experience reduced revenues due to the decreased
demand for our wafer probe cards by our semiconductor manufacturer customers, which is what we are experiencing in this current downturn. Accordingly, if we are unable to adjust our levels of
manufacturing and human resources or manage our costs and deliveries from suppliers in response to lower spending by semiconductor manufacturers, our gross margin may continue to decline and cause us
to experience further operating losses.

If we are unable to efficiently manufacture and ramp production of our new probe card products, our business may be materially adversely affected.

We must continuously improve our manufacturing processes in an effort to increase yields and product performance, lower our costs and
reduce the time it takes for us to design, manufacture and deliver our products in volume. If we cannot, our new products may not be commercially successful, our revenues may be adversely affected,
our customer relationships and our reputation may be harmed and our business may be materially adversely affected. To improve our manufacturing processes, we have incurred, and may incur in the
future, substantial costs as we optimize capacity and yields, implement new manufacturing technologies, methods and processes, purchase new equipment, upgrade

22

---



Table of Contents

existing
equipment and train technical personnel. We have experienced, and may experience in the future, manufacturing delays and other inefficiencies in connection with implementation of these
improvements and customer qualifications of new processes, and expansion of manufacturing capacity and ramp of production volume to meet customer demand, which have caused and could cause in the
future, our operating results to decline. We have also experienced, and may experience in the future, difficulties in manufacturing our complex products in volume on time and at acceptable yields and
cost and installation issues in the field due to complexity of customer design requirements, including integration of wafer probe cards with varying customer test cell environments and testing of
semiconductor devices over a wide temperature range. For example, we experienced challenges transitioning our Harmony architecture-based products from a lower-volume, engineering-assisted process to a
high-volume manufacturing process. These problems resulted in missed opportunities with customers. If we experience challenges in our transition to our Matrix architecture products, or
other next generation products, such difficulties could cause additional product delivery delays and lost sales. This increases our vulnerability to our competitors and the likelihood that our
customers will seek solutions from other suppliers or to develop solutions themselves. If demand for our products decreases, we could have excess manufacturing capacity. The fixed costs associated
with excess manufacturing capacity could cause our operating results to decline. If we are unable to achieve further manufacturing efficiencies and cost reductions, particularly if we are experiencing
pricing pressures in the marketplace, our operating results could suffer.

Industry consolidation could adversely affect the market for our products, which could cause a decline in our revenues.

Consolidation in the semiconductor industry, particularly among manufacturers of DRAM devices, would reduce our customer base and could
adversely affect the market for our products, which could cause a decline in our revenues. The global economic downturn caused significant disruption within the semiconductor industry. The
semiconductor industry now has a smaller customer landscape than in past years. The loss of additional customers could further concentrate, and could adversely affect, the market for our products.
Consolidation may lead to lost or delayed sales, reduced demand for our wafer probe cards, loss of market share and increased pricing
pressures. Additionally, certain customers may not want to rely entirely or substantially on a single wafer probe card supplier and, as a result, such customers could reduce their purchases of our
wafer probe cards.

We depend upon the sale of our wafer probe cards for substantially all of our revenues, and the majority of our wafer probe cards are utilized by semiconductor manufacturers
for testing DRAM devices; if we continue to experience a downturn in demand for our DRAM products, our revenues could decline further.

We have historically derived substantially all of our revenues from the sale of our wafer probe cards to manufacturers of DRAM, flash
memory devices, and microprocessor, chipset and other SoC devices. For fiscal 2010 and for fiscal 2009, sales to manufacturers of DRAM devices accounted for 69.6% and 80.4%, respectively, of our
revenues; sales to manufacturers of flash memory devices accounted for 15.9% and 5.4%, respectively, of our revenues and sales to manufacturers of SoC devices accounted for 14.5% and 14.2%,
respectively, of our revenues. We anticipate that sales of our wafer probe cards will represent a substantial majority of our revenues for the foreseeable future. Our success depends in large part
upon the continued acceptance of our products within these markets and our ability to continue to develop and introduce new products that meet our customers' requirements on a timely basis for these
markets. In particular, to continue to grow our business, we need to further penetrate the full wafer contactor flash memory and SoC markets and to gain additional market share with manufacturers of
flash memory and SoC devices. To the extent that we are unable to realize cost reductions and manufacturing efficiencies in the production of our wafer probe cards, or if we are not able to timely
deliver our products, our revenues and business operations could be adversely impacted and our ability to grow could suffer. As our next generation wafer probe cards are used in greater

23

---



Table of Contents

volume
in commercial production, it is possible that we will identify certain areas of technical performance that require improvement, and if we are unable to continually, efficiently and in a timely
manner improve our products, which could result in reduced demand for our products and our operating results could be harmed. If chip manufacturers fail to make architecture, node or technology
transitions as we anticipate, or if anticipated or announced transitions are delayed, it could adversely impact our revenues and operating results. In addition, we might not be able to sustain or
increase our revenues from sales of our wafer probe cards, particularly if conditions in the semiconductor market continue to deteriorate or do not improve or if the market enters another downturn.
Any decrease in revenues from sales of our wafer probe cards could harm our business more than it would if we offered a more diversified line of products.

If our relationships with our customers and companies that manufacture semiconductor test equipment deteriorate, our product development activities could be harmed.

The success of our product development efforts depends upon our ability to anticipate market trends and to collaborate closely with our
customers and with companies that manufacture semiconductor test equipment. Our relationships with these customers and companies provide us with access to valuable information regarding manufacturing
and process technology trends in the semiconductor industry, which enables us to better plan our product development activities. These relationships also provide us with opportunities to understand
the performance and functionality requirements of our customers, which improve our ability to customize our products to fulfill their needs. Our relationships with test equipment companies are
important to us because test equipment companies can design our wafer probe cards into their equipment and provide us with the insight into their product plans that allows us to offer wafer probe
cards for use with their products when they are introduced to the market. Our relationships with our customers and test equipment companies could deteriorate if they:



Many
of our customers and the test equipment companies we work with are large companies. The consequences of deterioration in our relationship with any of these companies could be
exacerbated due to the significant influence these companies can exert in our markets. If our current relationships with our customers and test equipment companies deteriorate, or if we are unable to
develop similar collaborative relationships with important customers and test equipment companies in the future, our long-term ability to produce commercially successful products could be
impaired.

24

---



Table of Contents

Consolidation within the semiconductor test equipment market could negatively impact our ability to compete and negatively impact our revenue and operating results.

There has been a recent move toward consolidation within the semiconductor test equipment market. For example, in 2009, Touchdown
Technologies, Inc., a probe card manufacturer, was acquired by Verigy Ltd., a tester company, and in 2010, after Verigy announced an intent to combine with LTX Credence, a tester
company, Advantest Corporation, made an unsolicited bid to acquire Verigy. This consolidation trend could change our interactions and relationships with semiconductor tester and prober companies and
negatively impact our revenue and operating results.

Because we generally do not have a sufficient backlog of unfilled orders to meet our quarterly revenue targets, revenues in any quarter are substantially dependent upon
customer orders received and fulfilled in that quarter.

Our revenues are difficult to forecast because we generally do not have sufficient backlog of unfilled orders to meet our quarterly
revenue targets at the beginning of a quarter. Rather, a substantial percentage of our revenues in any quarter depend upon customer orders for our wafer probe cards that we receive and fulfill in that
quarter. Because our expense levels are based in part on our expectations as to future revenues and to a large extent are fixed in the short term, we might be unable to adjust spending in time to
compensate for any unexpected shortfall in revenues. Accordingly, any significant shortfall of revenues in relation to our expectations could hurt our operating results.

We manufacture substantially all our products at our facility in Livermore, California, and any disruption in the operations of this facility could adversely impact our
business and operating results.

Our manufacturing processes require sophisticated and costly equipment and a specially designed facility, including a semiconductor
clean room. We manufacture the majority of our wafer probe cards at our facility located in Livermore, California, and we have certain manufacturing capabilities in our Japan facility. Any disruption
in our manufacturing, whether due to contamination in our manufacturing process, technical or labor difficulties, destruction or damage from fire or earthquake, infrastructure failures such as power
or water shortage or any other reason, could interrupt our operations, impair critical systems, disrupt communications with our customers and suppliers, and cause us to write off inventory, thereby
potentially resulting in the loss of revenues. In addition, if the previous energy crises in California that resulted in disruptions in power supply and increases in utility costs were to recur, we
might experience power interruptions and shortages, which could disrupt our manufacturing operations. This could subject us to loss of revenues as well as significantly higher costs of energy.
Further, current and potential customers might not purchase our products if they perceive our lack of a fully operational alternate manufacturing facility to be a risk to their continuing source of
supply.

If we are unable to continue to reduce the time it takes for us to design and produce a wafer probe card, our growth could be impeded.

Our customers continuously seek to reduce the time it takes them to introduce new products to market. The cyclicality of the
semiconductor industry, coupled with changing demands for semiconductor devices, requires our customers to be flexible and highly adaptable to changes in the volume and mix of products they must
produce. Each of those changes requires a new design and each new design requires a new wafer probe card. For some existing semiconductor devices, the manufacturers' volume and mix of product
requirements are such that we are unable to design, manufacture and ship products to meet such manufacturers' relatively short cycle time requirements. We, for example, have lost sales in the past
where we were unable to meet a customer's required delivery schedule for wafer probe cards for a particular design. If we are unable to reduce the time it takes for us to design, manufacture and ship
our products in response to the needs of our customers,

25

---



Table of Contents

our
competitive position could be harmed and we could lose sales. If we are unable to grow design capacity in the event demand increases, our ability to respond to customer requirements could be
challenged and our revenues could be negatively impacted.

We obtain some of the components and materials we use in our products from a sole source or a limited group of suppliers, and the partial or complete loss of one of these
suppliers could cause production delays and a substantial loss of revenues.

We obtain some of the components and materials used in our products, such as printed circuit board assemblies, plating materials and
ceramic substrates, from a sole source or a limited group of suppliers. Alternative sources are not currently available for sole source components and materials. Because we rely on purchase orders
rather than long-term contracts with the majority of our suppliers, we cannot predict with certainty our ability to obtain components and materials in the longer term. A sole or limited
source supplier could increase prices, which could lead to a decline in our gross margin. Our dependence upon sole or limited source suppliers exposes us to several other risks, including inability to
obtain an adequate supply of materials, late deliveries and poor component quality. In addition, the ability of any of these suppliers to timely provide us with sufficient quality materials would be
adversely affected if they are forced to reduce or discontinue operations due to financial difficulties, which is a heightened risk during the current economic downturn. Disruption or termination of
the supply of components or materials could delay shipments of our products, damage our customer relationships and reduce our revenues. For example, if we were unable to obtain an adequate supply of a
component or material, we might have to use a substitute component or material, which could require us to make changes in our manufacturing process. From time to time, we have experienced difficulties
in receiving shipments from one or more of our suppliers, especially during periods of high demand for our products. If we cannot obtain an adequate supply of the components and materials we require,
or do not receive them in a timely manner, we might be required to identify new suppliers. We might not be able to identify new suppliers on a timely
basis or at all. We, as well as our customers, would also need to qualify any new suppliers. The lead-time required to identify and qualify new suppliers could affect our ability to timely
ship our products and cause our operating results to suffer. Further, a sole or limited source supplier could require us to enter into non-cancelable purchase commitments or pay in advance
to ensure our source of supply. In an industry downturn or in an environment in which growth is not at a level we projected or anticipated, commitments of this type could result in charges for excess
inventory of parts. Further, if a customer's needs for a particular probe card design and purchase orders for those probe cards are spread out over several months as opposed to being placed at one
time in a single purchase order, it may require us to purchase excessive materials in light of minimum purchase requirements or to be unable to realize volume discounts for materials because of the
lack of visibility into the customer's overall purchase plan. These purchase issues would require us to incur a greater cost of goods sold than we might otherwise realize. Additionally, if we are
unable to predict our component and materials needs accurately, or if our supply is disrupted, we might miss market opportunities by not being able to meet the demand for our products.

Wafer probe cards that do not meet specifications or that contain defects could damage our reputation, decrease market acceptance of our technology, cause us to lose
customers and revenues, and result in liability to us.

The complexity and ongoing development of our wafer probe card manufacturing process, combined with increases in wafer probe card
production volumes, have in the past and could in the future lead to design or manufacturing problems. For example, we have experienced the presence of contaminants in our plating baths, which have
caused a decrease in our manufacturing yields or have resulted in unanticipated stress-related failures when our wafer probe cards are being used in the manufacturing test environment. This
contamination problem caused a yield decline that, in turn,

26

---



Table of Contents

resulted
in our inability to timely ship products to our customers. Manufacturing design errors such as the miswiring of a wafer probe card or the incorrect placement of probe contact elements have
caused us to repeat manufacturing design steps. In addition to these examples, problems might result from a number of factors, including design defects, materials failure, failure of components
manufactured by our suppliers to meet our specifications, contamination in the manufacturing environment, impurities in the materials used, unknown sensitivities to process conditions, such as
temperature and humidity, and equipment failures. As a result, our products have in the past contained and might in the future contain undetected errors or defects. Any errors or defects
could:



The
occurrence of any one or more of these events could adversely affect our operating results.

In
addition, if any of our products fails to meet specifications when installed in the customer's test environment, or has reliability, quality or compatibility problems, our reputation
could be damaged significantly and customers might be reluctant to buy our products, which could result in a decline in revenues, an increase in product returns or warranty costs and the loss of
existing customers or the failure to attract new customers. Our customers use our products with test equipment and software in their manufacturing facilities. Our products must be compatible with the
customers' equipment and software to form an integrated system. While we have designed our test capabilities and standards to replicate the actual test environment of our customers and continually
work to improve our capabilities,
it is possible that our wafer probe card will perform differently in the customers' actual test environments. If our wafer probe card does not function properly within a customer's specific test
environment, we could be required to provide field application engineers to locate the problem, which can take time and resources. If the problem relates to our wafer probe cards, we might have to
invest significant capital, manufacturing capacity and other resources to correct it. Our current or potential customers also might seek to recover from us any losses resulting from defects or
failures in our products. Liability claims could require us to spend significant time and money in litigation or to pay significant damages.

If our ability to forecast demand for our products deteriorates or the predictability of our manufacturing yields does not improve, we could incur higher inventory losses
than we currently experience.

Each semiconductor chip design requires a custom wafer probe card. Because our products are design-specific, demand for our products is
difficult to forecast. Due to our customers' short delivery time requirements, we often design, procure materials and, at times, produce our products in anticipation of demand for our products rather
than in response to an order. Our manufacturing yields, particularly for new products, have historically been unpredictable and consequently, we generally produce more components for probe cards, or
actual probe cards, than forecasted demand. If we do not obtain orders as we anticipate, or if we continue to produce excess inventory to compensate for unpredictable manufacturing yields, we could
have excess or obsolete inventory for a specific customer design that we would not be able to sell to any other customer, which would likely result in inventory write-offs or material
charges for scrap.

27

---





Table of Contents

If we fail to maintain an effective system of internal and disclosure controls, we may not be able to accurately report our financial results or prevent fraud, which may
adversely affect our business and reputation. In addition, current and potential stockholders could lose confidence in our financial reporting, which may adversely impact the trading price of our
securities.

Effective internal and disclosure controls are necessary for us to provide reliable financial reports, to prevent fraud and to operate
successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our business and reputation may be harmed. We regularly review and assess our internal control over
financial reporting and our disclosure controls and procedures. As part of that process, we may discover material weaknesses or significant deficiencies in our internal control as defined under
standards adopted by the Public Company Accounting Oversight Board, or PCAOB, that require remediation. A material weakness is a deficiency, or combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected in a timely
basis. A significant deficiency is a deficiency or combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit
attention by those responsible for the oversight of the company's financial reporting. For example, in November 2007, we completed a review of our historical practices with respect to inventory
valuation. That review indicated that during fiscal 2006 and the first half of fiscal 2007 we did not consistently follow our accounting policies for determining inventory valuation. Specifically, we
did not maintain effective controls to ensure that the estimation process to value inventory complied with our accounting policies. As a result, we restated our annual and interim financial statements
for fiscal 2006 and interim financial statements for the first and second quarters of
fiscal 2007 and made audit adjustments to our annual financial statements for fiscal 2007. As a result of weaknesses that may be identified in our internal controls, we may also identify certain
deficiencies in some of our disclosure controls and procedures that we believe require remediation. If we discover weaknesses, we will make efforts to improve our internal and disclosure controls.
However, there is no assurance that we will be successful. If we fail to maintain effective controls or timely affect any necessary improvement of our internal and disclosure controls, we may not have
accurate information to make management decisions, our operating results could be harmed or we may fail to meet our reporting obligations, which could affect our ability to remain listed with the
NASDAQ Global Market. Ineffective internal and disclosure controls could also cause stockholders to lose confidence in our reported financial information and our ability to manage our business, which
would likely have a negative effect on the trading price of our securities.

We might be subject to claims of infringement of other parties' proprietary rights which could harm our business.

In the future, as we have in the past, we might receive claims that we are infringing intellectual property rights of others or
inquiries about our interest in a license, or assertions that we need a license, to the intellectual property. The semiconductor industry is characterized by uncertain and conflicting intellectual
property claims and vigorous protection and pursuit of these rights. The resolution of any claims of this nature, with or without merit, could be time consuming, result in costly litigation or cause
product shipment delays. In the event of an adverse ruling or settlement, we might be required to pay substantial damages, cease the use or sale of infringing products, spend significant resources to
develop non-infringing technology, discontinue the use of certain technology and/or enter into license agreements. License agreements, if required, might not be available on terms
acceptable to us or at all. The loss of access to any of our intellectual property or the ability to use any of our technology could harm our business. Finally, certain of our customer contracts
contain provisions that require us to defend and/or indemnify our customers for third party intellectual property infringement claims, which would increase the cost to us of an adverse ruling or
settlement.

28

---



Table of Contents

We may not be able to recruit or retain qualified personnel, which could harm our business.

We believe our ability to successfully manage and grow our business and to develop new products depends, in large part, on our ability
to recruit and retain qualified employees, particularly highly skilled technical, sales, management, and key staff personnel. Competition for qualified resources is intense and other companies may
have greater resources available to provide substantial inducements to lure key personnel away from us or to offer more competitive compensation packages to individuals we are trying to hire.
Additionally, we have implemented global cost reduction
plans in which we have reduced our workforce, which could make it challenging to retain key people and recruit new talent, as needed. While we are implementing programs that will include goals for
attracting employees, and we may grant additional equity compensation to certain employees outside of our annual equity grant program for retention purposes, or implement retention bonus programs for
certain employees, there can be no assurance that we will be able to successfully recruit and retain the qualified personnel we require.

We may make acquisitions and investments, which could put a strain on our resources, cause ownership dilution to our stockholders and adversely affect our financial results.

We may make acquisitions of complementary businesses, products or technologies in the future. In October 2009, we completed the
acquisition of certain precision motion control automation assets from Electroglas, a company under Chapter 11 bankruptcy protection in Delaware. Prior to the acquisition, Electroglas was
engaged in the supply of semiconductor manufacturing equipment and software to the semiconductor industry. The assets acquired consisted of manufacturing and testing equipment, spare parts and
components related to the purchased equipment and other technology assets related to precision motion control automation and all of the intellectual property rights of Electroglas, with the exception
of certain trademark rights.

We
may also make certain investments in complementary or supplementary businesses, products or technologies in the future. Integrating newly acquired businesses, products or technologies
into our company could put a strain on our resources, could be expensive and time consuming, may cause delays in product delivery and might not be successful. Future acquisitions and investments could
divert our management's attention from other business concerns and expose our business to unforeseen liabilities or risks associated with entering new markets. In addition, we might lose key employees
while integrating new organizations. We might not be successful in integrating any acquired businesses, products or technologies, and might not achieve anticipated revenues and cost benefits.
Investments that we make may not result in a return consistent with our projections upon which such investments are made, or may require additional investment that we did not originally anticipate. In
addition, future acquisitions could result in customer dissatisfaction, performance problems with an acquired company, potentially dilutive issuances of equity securities or the incurrence of debt,
contingent liabilities, possible impairment charges related to goodwill or other intangible assets or other unanticipated events or circumstances, any of which could harm our business.

As part of our sales process, we could incur substantial sales and engineering expenses that do not result in revenues, which would harm our operating results.

Our customers generally expend significant efforts evaluating and qualifying our products prior to placing an order. The time that our
customers require to evaluate and qualify our wafer probe cards is typically between three and 12 months and sometimes longer. While our customers are evaluating our products, we might incur
substantial sales, marketing, and research and development expenses. For example, we typically expend significant resources educating our prospective customers regarding the uses and benefits of our
wafer probe cards and developing wafer probe cards customized to the potential customer's needs, for which we might not be reimbursed. Although we commit substantial resources to our sales efforts, we
might never receive any revenues from a customer. For example,

29

---



Table of Contents

many
semiconductor designs never reach production, including designs for which we may have expended design effort and expense. In addition, prospective customers might decide not to use our wafer
probe cards. The length of time that it takes for the evaluation process and for us to make a sale depends upon many factors including:



In
addition, product purchases are frequently subject to delays, particularly with respect to large customers for which our products may represent a small percentage of their overall
purchases. As a
result, our sales cycles are unpredictable. If we incur substantial sales and engineering expenses without generating revenues, our operating results could be harmed.

Our failure to comply with environmental laws and regulations could subject us to significant fines and liabilities, and new laws and regulations or changes in regulatory
interpretation or enforcement could make compliance more difficult and costly.

We are subject to various U.S. federal, state and local, and foreign governmental laws and regulations relating to the protection of
the environment, including those governing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites and the
maintenance of a safe workplace. We could incur substantial costs, including cleanup costs, civil or criminal fines or sanctions and third-party claims for property damage or personal injury, as a
result of violations of or liabilities under environmental laws and regulations or non-compliance with the environmental permits required at our facilities.

These
laws, regulations and permits also could require the installation of costly pollution control equipment or operational changes to limit pollution emissions or decrease the
likelihood of accidental releases of hazardous substances. In addition, changing laws and regulations, new laws and regulations, stricter enforcement of existing laws and regulations, the discovery of
previously unknown contamination at our or others' sites or the imposition of new cleanup requirements could require us to curtail our operations, restrict our future expansion, subject us to
liability and cause us to incur future costs that could harm our operations, thereby adversely impacting our operating results and cash flow.

Because we conduct most of our business internationally, we are subject to operational, economic, financial and political risks abroad.

Sales of our products to customers outside the United States have accounted for a significant part of our revenues. Our international
sales as a percentage of our revenues were 79.7% and 81.9% for fiscal 2010 and fiscal 2009, respectively. Additionally, certain of our South Korean customers purchase through their North American
subsidiaries. In the future, we expect international sales, particularly in Japan, South Korea and Taiwan, to continue to account for a significant percentage of our revenues. Accordingly, we will be
subject to risks and challenges that we would not otherwise face if we conducted our business solely in the United States. These risks and challenges include:



30

---



Table of Contents



Any
of these factors could harm our existing international operations and business, impair our ability to continue expanding into international markets or materially adversely affect our
operating results.

The trading price of our common stock has been and is likely to continue to be volatile, and you might not be able to sell your shares at or above the price that you paid
for them.

The trading prices of the securities of technology companies have been highly volatile, and from January 1, 2010 through
February 10, 2011, our stock price has ranged from $6.95 a share to $21.92 a share. The trading price of our common stock is likely to continue to be subject to wide fluctuations. Factors
affecting the trading price of our common stock include:



In
addition, if the market for technology stocks or the stock market in general experiences loss of investor confidence, the trading price of our common stock could decline for reasons
unrelated to our business, operating results or financial condition. The trading price of our common stock also might decline in reaction to events that affect other companies in our industry even if
these events do not directly affect us.

31

---



Table of Contents

Provisions of our certificate of incorporation and bylaws or Delaware law might discourage, delay or prevent a change of control of our company or changes in our management
and, therefore, depress the trading price of our common stock.

Delaware corporate law and our certificate of incorporation and bylaws contain provisions that could discourage, delay or prevent a
change in control of our company or
changes in our management that the stockholders of our company may deem advantageous. These provisions:



In
addition, Section 203 of the Delaware General Corporation Law may discourage, delay or prevent a change in control of our company. In addition, each of our named executive
officers and certain other officers of the company have entered into change of control severance agreements, which were approved by our Compensation Committee, which could increase the costs
associated with a change of control and thus, potentially deter such a transaction.

Item 1B:Unresolved Staff Comments

None.

Item 2:Properties

Our corporate headquarters, which includes sales, marketing, administration, manufacturing, engineering, and research and development
facilities, is located in Livermore, California, United States. Our corporate headquarters is comprised of a campus of six buildings totaling approximately 210,000 square feet, with one of the six
buildings currently vacant. We presently lease those six buildings. We also own one building which was a part of our older manufacturing facility and which we are no longer using. That building is
presently available for sale. In addition, we lease office, repair and service, manufacturing and/or research and development space both inside and outside of the United States. The leases expire at
various times through 2021. In connection with our restructuring actions implemented in fiscal 2010, we ceased using certain manufacturing properties in Singapore and Livermore, California. These
properties are currently vacant and marketed to sublease. We believe that our existing and planned facilities are suitable for our current needs.

32

---



Table of Contents

Information
concerning our properties as of December 25, 2010 is set forth below:

Location

Principal Use

Square
Footage

OwnershipLivermore, California, United States(1)

Corporate headquarters, sales, marketing, product design, manufacturing, service and repair engineering, distribution, research and development


208,114

LeasedLivermore, California, United States(2)

Manufacturing


13,531

OwnedAustin, Texas, United States

Service and repair


2,025

LeasedSingapore(1)

Sales, finance, design, service, field service, supply chain , factory, stockroom, warehousing and manufacturing


46,870

LeasedJubei City, Hsinchu, Taiwan

Sales office, product design, field service and service and repair center


9,309

LeasedYokohama City, Japan

Field service, service and repair center and manufacturing


8,777

LeasedGyeonggi-do, South Korea

Sales office, product design, field service, service and repair center


7,979

LeasedTokyo, Japan

Sales office, marketing, product design, research and development


7,816

LeasedHiroshima, Japan

Research and development


1,615

LeasedMunich, Germany

Sales office


918

LeasedMilan, Italy

Sales office and field service


915

LeasedShanghai, China

Sales office


215

Leased


(1)Portions
of certain properties are vacant and marketed to sublease.(2)The
property is available for sale.


Item 3:Legal Proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. As of the filing of this
Form 10-K, we were not involved in any material legal proceedings, other than the proceedings summarized below. In the future we may become a party to additional legal proceedings
that may require us to spend significant resources, including proceedings designed to protect our intellectual property rights and to collect past due accounts receivable from our customers.

We
believe that the factual allegations and circumstances underlying the legal proceedings described below that have been filed against us are without merit. We also believe that our
company does not have a material monetary damages exposure in these legal proceedings that would individually or in the aggregate have a material adverse effect on our financial condition, liquidity
or results of operations; however, these legal proceedings have been costly and it is possible we will incur significant, and possibly material, attorneys' fees, which may not be covered by our
insurance policies. These legal proceedings may also divert our management's time and attention away from business operations, which could prove to be disruptive to our business operations. In
addition, an unfavorable outcome or settlement of these proceedings, particularly if it is not covered by or exceeds our insurance coverage, could individually or in the aggregate adversely impact our
financial condition, liquidity or results of operations.

33

---



Table of Contents

Patent Litigation

We initiated patent infringement litigation in the United States against Phicom Corporation, a Korea corporation, and its U.S.
subsidiary, both collectively "Phicom", and
against Micronics Japan Co., Ltd., a Japan corporation, and its U.S. subsidiary, both collectively "Micronics Japan." In 2005, we filed a patent infringement lawsuit in the United States
District Court for the District of Oregon against Phicom charging that it is willfully infringing four U.S. patents that cover key aspects of our wafer probe cardsU.S. Patent
Nos. 5,974,662, 6,246,247, 6,624,648, and 5,994,152. In 2006, we also filed an amended complaint in the same Oregon district court adding two additional patents to the
litigationU.S. Patent Nos. 7,073,254 and 6,615,485. Also in 2006, we filed a patent infringement lawsuit in the United States District Court for the Northern District of California
against Micronics Japan charging that it is willfully infringing four U.S. patents that cover key aspects of our wafer probe cardsU.S. Patent Nos. 6,246,247, 6,509,751, 6,624,648,
and 7,073,254.

These
two district court actions were stayed pending resolution of the complaint that we filed with the United States International Trade Commission, or ITC, on or about
November 13, 2007, seeking institution of a formal investigation into the activities of Micronics Japan and Phicom. The requested investigation as filed encompassed U.S. Patent
Nos. 5,994,152, 6,509,751, 6,615,485, 6,624,648 and 7,225,538 and alleged that infringement by each of Micronics Japan and Phicom of certain of the identified patents constitute unfair acts in
violation of 19 U.S.C. Section 1337 and alleged violations of Section 337 of the Tariff Act of 1930 in the importation into the United States of certain probe card assemblies, components
thereof, and certain tested DRAM and NAND flash memory devices and products containing such devices that infringe patents owned by us.

In
November 2009, in response to a request for review of prior decisions by an ITC Administrative Law Judge, the Commission issued a decision, which is termed a "final determination,"
finding certain of FormFactor's asserted patent claims valid, but not infringed, and other asserted patent claims invalid. The Commission did not find a violation of Section 337 of the Tariff
Act of 1930 and terminated the investigation without issuing an exclusionary order against any products. We did not appeal the final determination to the Court of Appeals for the Federal Circuit. The
stay in the district court action against Micronics Japan was lifted, and in July 2010 we reached an amicable resolution of the action against Micronics Japan resulting in the dismissal of the patent
infringement lawsuit in the United States District Court for the Northern District of California. The terms and conditions of the settlement agreement are confidential. The stay in the district court
action against Phicom was also lifted and the parties engaged in a non-binding mediation in an attempt to resolve the litigation. If the matter is not resolved amicably, we anticipate the
action will proceed forward.

In
July 2010, we filed a patent infringement lawsuit in the United States District Court for the Northern District of California against Micro-Probe Incorporated charging that it is
willfully infringing six U.S. patents that cover aspects of our proprietary technology and wafer probe cards. The complaint sought both injunctive relief and money damages for Micro-Probe's alleged
infringement of our U.S. Patent No. 6,441,315 for "Contact Structures With Blades Having A Wiping Motion," U.S. Patent No. 6,825,422 for "Interconnection Element With Contact Blade,"
U.S. Patent No. 6,965,244 for "High Performance Probe System," U.S. Patent No. 7,227,371 for "High Performance Probe System," U.S. Patent No. 6,246,247 for "Probe Card Assembly
and Kit, and Methods of Using Same," and U.S. Patent No. 6,624,648 for "Probe Card Assembly." The complaint also sought injunctive relief and damages against Micro-Probe for unfair competition
and further includes claims directed against a former employee for breach of confidence relative to our confidential and propriety information and against the former employee and Micro-Probe for
conspiring to breach that confidence. After Micro-Probe and the former employee filed motions to dismiss, we voluntarily filed an amended complaint, which was substantially similar to our original
complaint, except that we added a claim against the former employee alleging misappropriation of trade secrets and we omitted the infringement allegation related to our U.S. Patent
No. 6,624,648, which is the subject of a re-examination proceeding before

34

---



Table of Contents

the
USPTO. Micro-Probe and the former employee have both filed answers to our amended complaint. Micro-Probe is seeking a stay of part of the claims pending the outcome of certain USPTO
re-examination procedures it initiated against the patents-in-suit.

In
addition to the United States litigations, we also initiated actions in Seoul, South Korea against Phicom. In 2004 we filed two actions in Seoul Southern District Court, located in
Seoul, South Korea, against Phicom alleging infringement of our Korean Patent Nos. 252,457, 324,064, 278,342 and 399,210. In the action alleging infringement of our Korean Patent
Nos. 278,342 and 399,210, the Seoul Southern District Court closed the case after rejecting our petition. We filed an appeal to the Seoul High Court regarding the decisions on our Korean Patent
Nos. 278,342 and 399,210, but elected to voluntarily withdraw the appeal. The Seoul Southern District Court also rendered decisions unfavorable to us related to our Korean Patent
Nos. 252,457 and 324,064 and the Seoul High Court dismissed our appeals of those decisions. The Seoul High Court decisions are subject to a final appeal to the Korea Supreme Court but we
elected not to file such appeals. We also in 2006 filed in the Seoul Central District Court two actions, including a preliminary injunction action, against Phicom alleging infringement of certain
claims of our Korea Patent No. 252,457. The Seoul Central District Court did not accept the preliminary injunction action and both actions have been closed.

In
response to our initiation of the infringement actions in Korea, Phicom filed in the Korean Intellectual Property Office, or KIPO, invalidity actions challenging the validity of some
or all of the claims of each of our four patents at issue in the Seoul Southern District Court infringement actions. KIPO dismissed Phicom's challenges against all four of the
patents-at-issue. Phicom appealed the dismissals of the challenges to the Korea Patent Court. In 2006, the Korea Patent Court issued a ruling upholding the validity of our
Korean Patent No. 252,457, then the only one of the four patents still subject to litigation. Phicom appealed the Patent Court ruling on Korean Patent No. 252,457 to the Korea Supreme
Court. In June 2008, the Korea Supreme Court reversed the Patent Court ruling, finding invalid certain claims of our Korean Patent No. 252,457 and remanding the case for further trial. We also
filed a correction trial with
KIPO on certain claims of Korean Patent No. 252,457. KIPO issued decisions unfavorable to us in both of the actions relating to our Korean Patent No. 252,457, and, on appeal, the Korea
Patent Court also issued decisions adverse to us in both actions.

Additionally,
one or more third parties have initiated challenges in the U.S. and in foreign patent offices against certain of the above and other of our patents. These actions include
re-examination proceedings filed in the U.S. Patent and Trademark Office, USPTO, against three of our U.S. patents that were at issue in the ITC investigation. With respect to our U.S.
Patent No. 5,994,152, the re-examination proceeding has concluded and a re-examination certificate has issued. With respect to our U.S. Patent No. 6,624,648, the
matter is still pending before the USPTO. With respect to our U.S. Patent No. 6,615,485, the matter is on appeal from the decision of the USPTO examiner. Micro-Probe has filed requests for
re-examination with the USPTO directed to our U.S. Patent No. 6,246,247, U.S. Patent No. 6,825,422, U.S. Patent No. 6,441,315, U.S. Patent No. 6,965,244 and U.S. Patent
No. 7,227,371. The USPTO granted the re-examination requests directed to U.S. Patent Nos. 6,246,247, 6,825,422 and 6,441,315, and has not yet made a determination as to whether it will
grant the requests directed to U.S. Patent Nos. 6,965,244 and 7,227,371. The foreign actions include proceedings in Taiwan against several of our Taiwan patents.

No
provision has been made for patent-related litigation because we believe that it is not probable that a liability had been incurred as of December 25, 2010. We have incurred
and will incur in the future material attorneys' fees in prosecuting and defending the various identified actions.



None.

35

---



Table of Contents



None.



On February 20, 2009, we filed a complaint for breach of contract, common counts, account stated and injunctive relief against
Spansion, LLC, a Delaware limited liability company ("Spansion"), in the state superior court located in Santa Clara County, California. The complaint alleges that Spansion, in breach of
Spansion's obligations under a purchase agreement entered into by us and Spansion, has failed to pay us for probe cards that we designed, developed and manufactured pursuant to several purchase orders
placed by Spansion with us pursuant to the agreement. The complaint states that as of February 13, 2009, Spansion owed us $8.1 million for probe cards delivered by us and not paid for by
Spansion. In the complaint, we are seeking (i) payment of at least $8.1 million, (ii) a temporary protective order and an injunction enjoining Spansion from assigning or in any
way divesting itself of any monies that we believe Spansion received from a certain third party entity, (iii) a prejudgment writ of attachment in favor of us over Spansion's corporate assets
and property, (iv) costs and (v) attorney's fees. Prior to making any appearance or filing any answer in the action, Spansion filed for protection under Chapter 11 of the
Bankruptcy Laws of the United States, which served to stay our complaint against Spansion. In November 2009, we sold all rights, title and interest in the bankruptcy claim in the aggregate face amount
of $8.1 million to a third party in exchange for net proceeds of $3.5 million, and in October 2010, we voluntarily dismissed our complaint against Spansion.

Item 4:(Removed and Reserved)

36

---





Table of Contents

PART II

Item 5:Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Price Range of Common Stock

Our common stock is listed on the NASDAQ Global Market under the symbol "FORM". The following table sets forth the range of high and
low sales prices per share as reported on the Nasdaq Global Market for the periods indicated.

Fiscal 2010

High

LowFirst Quarter

$
22.31

$
15.20Second Quarter


20.47


10.67Third Quarter


11.35


6.95Fourth Quarter


10.71


8.28




Fiscal 2009

High

LowFirst Quarter

$
19.06

$
13.10Second Quarter


21.76


15.47Third Quarter


26.08


17.05Fourth Quarter


24.63


15.20


The
closing sales price of our common stock on the NASDAQ Global Market was $9.28 per share on February 10, 2011. As of February 10, 2011, there were 62 registered holders
of record of our common stock.

Repurchase of Common Stock

On October 20, 2010, the Company's Board of Directors authorized a program to repurchase up to $50.0 million of
outstanding common stock. Under the authorized stock repurchase program, the Company may repurchase shares from time to time on the open market; the pace of repurchase activity will depend on levels
of cash generation, current stock price, and other factors. The stock repurchase program was announced on October 26, 2010 and expires on October 19, 2011. The program may be modified or
discontinued at any time. In December 2010, we repurchased and retired approximately 70,000 shares of common stock for $0.6 million under this repurchase authorization. There were no additional
common stock repurchases during fiscal 2010.

Period (Fiscal months)

Total Number
of Shares
Purchased

Average Price
Paid per
Share

Total Number
of Shares
Purchased as Part of
Publicly Announced
Plans or Programs

Maximum Amount
that May Yet Be
Purchased Under
the Plans or ProgramsOctober 20, 2010October 23, 2010




$





$
50,000,000October 24, 2010November 20, 2010











50,000,000November 21, 2010December 25, 2010


70,000


8.95


70,000


49,373,81070,000


8.95


70,000


Additionally,
we have repurchased and retired 130,000 shares of common stock for $1.2 million subsequent to December 25, 2010.

Repurchased
shares are retired upon the settlement of the related trade transactions. Our policy related to repurchases of our common stock is to charge the excess of cost over par value
to additional

37

---



Table of Contents

paid-in
capital. All repurchases were made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

Dividend Policy

We have never declared or paid cash dividends on our common stock. We currently expect to retain all available funds and any future
earnings for use in the operation and development of our business. Accordingly, we do not anticipate declaring or paying cash dividends on our common stock in the foreseeable future.

Stock Price Performance Graph

The following graph shows the total stockholder return of an investment of $100 in cash on December 31, 2005 through
December 31, 2010, for (1) our common stock, (2) the S&P 500 Index and (3) the RDG Semiconductor Composite Index. All values assume reinvestment of the full amount
of all dividends. No cash dividends have been declared on shares of our common stock. Stockholder returns over the indicated period are based on historical data and are not necessarily indicative of
future stockholder returns.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*Among FormFactor, Inc., The S&P 500 Index
And The RDG Semiconductor Composite Index

GRAPHIC

Cumulative Total ReturnDecember 31,
2005

December 31,
2006

December 31,
2007

December 31,
2008

December 31,
2009

December 31,
2010FormFactor, Inc.

$
100.00

$
152.48

$
135.49

$
59.76

$
89.11

$
36.35S&P 500


100.00


115.80


122.16


76.96


97.33


111.99RDG Semiconductor Composite


100.00


94.27


106.42


53.83


88.82


101.70


*$100
invested on December 31, 2005, including reinvestment of dividends.
Fiscal year ending December 31.


38

---



Table of Contents




Item 6:Selected Financial Data

The following selected consolidated financial data are derived from our consolidated financial statements. This data should be read in
conjunction with our consolidated financial statements and the related notes, and "Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations" contained
elsewhere in this Annual Report on Form 10-K.

Fiscal
2010
(1)(2)(3)(4)(6)

Fiscal
2009
(1)(2)(5)(6)

Fiscal
2008
(1)(2)(6)

Fiscal
2007

Fiscal
2006(in thousands, except per share data)Consolidated Statements of Operations Data:Revenues

$
188,565

$
135,335

$
210,189

$
462,191

$
369,213Gross profit (loss)


(2,272
)

819


36,263


246,707


185,126Net (loss) income


(188,286
)

(155,653
)

(80,621
)

72,890


57,217Basic earnings per share

$
(3.75
)
$
(3.15
)
$
(1.65
)
$
1.52

$
1.27Diluted earnings per share

$
(3.75
)
$
(3.15
)
$
(1.65
)
$
1.47

$
1.21Consolidated Balance Sheets Data:Cash, cash equivalents and marketable securities

$
347,235

$
449,235

$
522,894

$
570,046

$
492,394Working capital


370,767


482,607


576,754


622,093


517,218Total assets


466,054


655,968


785,710


855,322


694,473Total stockholders' equity


411,201


577,781


706,064


756,950


614,041Number of employees


729


808


940


1,124


936


(1)Fiscal
2010, 2009 and 2008 net losses include restructuring charges of $15.9 million, $8.8 million and $9.2 million, respectively,
relating to our global restructuring and reorganization actions (See Note 4Restructuring Charges of the Notes to the Consolidated Financial Statements).(2)Fiscal
2010, 2009 and 2008 net losses include impairment charges of $56.4 million, $1.3 million and $4.4 million, respectively. See
Note 6Impairment of Long-lived Assets of the Notes to the Consolidated Financial Statements.(3)Fiscal
2010 gross profit (loss) includes an out-of-period adjustment related to cost of revenues that resulted in
$2.9 million of additional expense offset by an income tax benefit of $0.5 million. See Note 1Formation and Business of the Company of the Notes to the Consolidated
Financial Statements.(4)Fiscal
2010 net loss includes a $3.5 million gain resulting from the release of the liability previously recorded as a secured borrowing due to the
dismissal of our complaint against a customer.(5)We
recorded a valuation allowance of $57.7 million in fiscal 2009 against the U.S. excess tax benefits, including prior years, based on our
assessment of realizability of our U.S. deferred tax assets. This charge resulted in an income tax provision, rather than an income tax benefit, for fiscal 2009.(6)Fiscal
2009 and 2008 selling, general and administrative expenses include a provision for doubtful accounts receivable of $5.0 million and
$4.1 million, respectively. Fiscal 2010 includes a $1.1 million benefit from collections on amounts previously reserved as bad debts.


39

---





Table of Contents

Item 7:Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in
conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. In addition to historical consolidated financial
information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions as described under the "Note Regarding Forward-Looking
Statements" that appears earlier in this Annual Report on Form 10-K. Our actual results could differ materially from those anticipated by these forward-looking statements as a
result of many factors, including those discussed under "Item 1A: Risk Factors" and elsewhere in this Annual Report on Form 10-K.

Overview

We design, develop, manufacture, sell and support precision, high performance advanced semiconductor wafer probe card products and
solutions. Semiconductor manufacturers use our wafer probe cards to perform wafer sort and test on the semiconductor die, or chips, on the whole semiconductor wafer, which is prior to singulation of
the wafer into individual separate chips. We work closely with our customers on product design, as each wafer probe card is a custom product that is specific to the chip and wafer designs of the
customer. During wafer sort and test, a wafer probe card is mounted in a prober and connected to a semiconductor tester. The wafer probe card is used as an interface to connect electrically with and
test individual chips on a wafer. Our wafer probe cards are used by our customers in the front end of the semiconductor manufacturing process, as are our image sensor, parametric, or
in-line, probe cards. We operate in a single industry segment and have derived substantially all of our revenues from the sale of wafer probe cards incorporating our proprietary
technology, including our MicroSpring® interconnect technology.

During
fiscal 2010, we saw revenue growth over fiscal 2009 across all of our product markets. Our revenues increased by 39.3%, or $53.2 million, in fiscal 2010 as compared to
fiscal 2009. This growth is attributed to a recovery in the semiconductor manufacturing equipment industry, as well as faster than expected qualification of our new SmartMatrix and TouchMatrix product
lines for the DRAM and Flash markets which has resulted in the fastest volume ramp of a new product architecture in our history. However, this revenue growth continues to be offset by extended
qualification periods for the Matrix product family at certain of our major customers, as well as lost business opportunities due to pricing pressures and quoted lead times.

During
fiscal 2010, we undertook a restructuring of our operations to simplify our overall structure and better align our operations with the current business environment, streamline our
manufacturing structure and reduce both manufacturing cost and cycle times. As part of this simplification, we reduced our workforce through these restructuring actions by approximately 150 employees,
or 19%, during fiscal 2010, shut-down our Korea back-end manufacturing operations during the second quarter of fiscal 2010, and ceased our transition of our manufacturing
operations to Singapore in the third quarter of fiscal 2010. We continue to perform our manufacturing operations in both Livermore and Japan.

We
incurred net losses of $188.3 million and $155.7 million in fiscal 2010 and fiscal 2009, respectively. The net loss for fiscal 2010 is primarily due to lower gross
margins on products sold, $15.9 million of pre-tax restructuring charges, and the impairment of certain long-lived assets of $56.4 million, offset by a
$3.5 million gain resulting from the release of a liability previously recorded as a secured borrowing due to the dismissal of our complaint against a customer. The net loss for fiscal 2009 was
primarily due to lower revenues, the recognition of a valuation allowance of $57.7 million for our deferred tax assets, restructuring charges of $8.8 million, $2.5 million in a
stock-based compensation charge related to an option modification in connection with the retirement of our

40

---



Table of Contents

founder
and former executive chairman of our board of directors in May 2009, as well as $5.0 million in provision for bad debts due to the heightened risk of non-payment of certain
accounts receivable.

Our
cash, cash equivalents and marketable securities totaled approximately $347.2 million as of December 25, 2010 as compared to $449.2 million at
December 26, 2009. The decrease in our cash, cash equivalents and marketable securities balances was primarily due to the use of cash for operating activities in fiscal 2010. We believe that we
will be able to satisfy our working capital requirements for the next twelve months with the liquidity provided by our existing cash, cash equivalents and marketable securities. If we are unsuccessful
in improving our operating efficiency, reducing our cash outlays or increasing our available cash through financing, our cash, cash equivalents and marketable securities will further decline in fiscal
2011.

We
believe the following information is important to understanding our business, our financial statements and the remainder of this discussion and analysis of our financial condition and
results of operations:

Fiscal Year.Fiscal years ended December 25, 2010, December 26, 2009 and December 27, 2008 had 52 weeks each. Our
fiscal
year ends on the last Saturday in December.

Revenues.We derive substantially all of our revenues from product sales of wafer probe cards. Revenues from our customers are subject
to
fluctuations due to factors including, but not limited to, design cycles, technology adoption rates, competitive pressure to reduce prices, cyclicality of the different end markets into which our
customers' products are sold and market conditions in the semiconductor industry. Historically, increases in revenues have resulted from increased demand for our existing products, the introduction of
new, more complex products and the penetration of new markets. We expect that revenues from the sale of wafer probe cards will continue to account for substantially all of our revenues for the
foreseeable future.

Cost of Revenues.Cost of revenues consists primarily of manufacturing materials, payroll, shipping and handling costs and,
manufacturing-related
overhead. Our manufacturing operations rely upon a limited number of suppliers to provide key components and materials for our products, some of which are a sole source. We order materials and
supplies based on backlog and forecasted customer orders. Tooling and setup costs related to changing manufacturing lots at our suppliers are also included in the cost of revenues. We expense all
warranty costs and inventory provisions as cost of revenues.

We
design, manufacture and sell custom advanced wafer probe cards into the semiconductor test market, which is subject to significant variability and demand fluctuations. Our wafer probe
cards are complex products that are custom to a specific chip design of a customer and must be delivered on relatively short lead-times as compared to our overall manufacturing process. As
our advanced wafer probe cards are manufactured in low volumes and must be delivered on relatively short lead-times, it is not uncommon for us to acquire production materials and start
certain production activities based on estimated production yields and forecasted demand prior to or in excess of actual demand for our wafer probe cards. We record an adjustment to our inventory
valuation for estimated obsolete and non-saleable inventories based on assumptions about future demand, changes to manufacturing processes, and overall market conditions.

Research and Development.Research and development expenses include expenses related to product development, engineering and material
costs. Almost
all research and development costs are expensed as incurred. We plan to continue to invest in research and development activities to improve and enhance existing product technologies and to develop
new technologies for current and new products and for new applications.

Selling, General and Administrative.Selling, general and administrative expenses include expenses related to sales, marketing, and
administrative
personnel, provision for doubtful accounts, internal and

41

---



Table of Contents

outside
sales representatives' commissions, market research and consulting, and other sales, marketing, and administrative activities. These expenses also include costs for protecting and enforcing
our patent rights and regulatory compliance costs.

Restructuring Charges.Restructuring charges include costs related to employee termination benefits, cost of long-lived assets abandoned
or impaired, as well as contract termination costs.

Impairment of Long-Lived Assets.Asset impairment charges include charges associated with the write down of assets that have no future
expected benefit or assets for which circumstances indicate that the carrying amount of these assets may not be recoverable, as well as adjustments to the carrying amount of our assets held for sale.

Use of Estimates.The preparation of consolidated financial statements in conformity with generally accepted accounting principles in
the United
States of America ("GAAP") 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 financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates may change as new
information is obtained. Significant items that are subject to such estimates include the fair value of revenue elements, fair value of marketable securities, allowance for doubtful accounts, reserves
for product warranty, valuation of obsolete and slow moving inventory, valuation of our long-lived assets, the assessment of recoverability of long-lived assets, valuation and
recognition of stock-based compensation, provision for income taxes and valuation allowance for deferred tax assets and tax liabilities and accruals for other liabilities.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with GAAP. The preparation of these financial statements require us to make estimates and assumptions that affect the reported amounts of assets and liabilities
at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. Our accounting policies are fundamental to understanding our financial condition
and results of operations reported in our financial statements and related disclosures. We have identified the following accounting policies as being critical because they require our management to
make particularly difficult, subjective and/or complex judgments about the effect of matters that are inherently uncertain. We evaluate our estimates and assumptions on an ongoing basis and we base
these estimates and assumptions on current facts, historical experiences and various other factors and assumptions that are believed to be reasonable under the circumstances. Actual results may differ
materially and adversely from our estimates. Our management has discussed the development, selection, application and disclosure of these critical accounting policies with the Audit Committee of our
Board of Directors.

Revenue Recognition:We recognize revenue when persuasive evidence of a sales arrangement exists, delivery has occurred or
services have been
rendered, the sales price or fee is fixed or determinable and collectability is reasonably assured. In instances where final acceptance of our product is specified by our customer, revenue is deferred
until all acceptance criteria have been met.

We
offer product maintenance and repair arrangements to our customers. Amounts due from our customers under these arrangements are initially recorded as deferred revenues. The fees are
recognized as revenue on a straight-line basis over the service period and related costs are recorded as incurred.

In
multiple element arrangements, we determine whether there is more than one unit of accounting. When a sale involves multiple elements, such as products sold along with services, the
entire fee from the arrangement is allocated to each respective element based on its relative fair value

42

---



Table of Contents

and
recognized when revenue recognition criteria for each element are met. The amount of revenue recognized in a given period is affected by our judgment as to whether an arrangement includes multiple
elements and, if so, whether evidence of fair value exists. Changes to the elements in an arrangement and our ability to establish fair value for those elements could affect the timing of the revenue
recognition.

Revenues
from the licensing of our design and manufacturing technology, which have not been material to date, are recognized over the term of the license agreement or when the
significant contractual obligations have been fulfilled.

Marketable Securities:Our marketable securities consist primarily of highly liquid investments with maturities of greater than
90 days when
purchased. We generally classify our marketable securities at the date of acquisition as available-for-sale. These securities are reported at fair value with the related
unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholder's equity, net of tax. Any unrealized losses which are considered to be
other-than-temporary impairments are recorded in "Other income (expense), net" in the Consolidated Statements of Operations. Realized gains (losses) on the sale of marketable
securities are determined using the specific-identification method and recorded in "Other income (expense), net" in the Consolidated Statements of Operations. We measure our cash equivalents and
marketable securities at fair value. Whenever possible, the fair values of our financial assets and liabilities are determined using quoted market prices of identical assets or quoted market prices of
similar assets from active markets. Level 1 valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2
valuations are obtained from quoted market prices in active markets involving similar assets.
Level 3 valuations are based on unobservable inputs to the valuation methodology and include our own data about assumptions market participants would use in pricing the asset or liability based
on the best information available under the circumstances. Each level of input has different levels of subjectivity and difficulty involved in determining fair value.

All
of our available-for-sale investments are subject to a periodic impairment review. We record a charge to earnings when a decline in fair value is
significantly below cost basis and judged to be other-than-temporary, or have other indicators of impairments. If the fair value of an
available-for-sale investment is less than its amortized cost basis, an other-than-temporary impairment is triggered in circumstances where
(1) we intend to sell the instrument, (2) it is more likely than not that we will be required to sell the instrument before recovery of its amortized cost basis, or (3) a credit
loss exists where we do not expect to recover the entire amortized cost basis of the instrument. If we intend to sell or it is more likely than not that we will be required to sell the
available-for-sale investment before recovery of its amortized cost basis, we recognize an other-than-temporary impairment in earnings equal to the
entire difference between the investment's amortized cost basis and its fair value.

Restructuring Charges:Restructuring charges include costs related to employee termination benefits, costs of long-lived assets
abandoned
or impaired, as well as contract termination costs. The determination of when we accrue for employee termination benefits and which standard applies depends on whether the termination benefits are
provided under a one-time benefit arrangement or under an on-going benefit arrangement. For restructuring charges recorded as an on-going benefit arrangement, a
liability for post-employment benefits is recorded when payment is probable, the amount is reasonably estimable, and the obligation relates to rights that have vested or accumulated. For
restructuring charges recorded as a one-time benefit arrangement, we recognize a liability for employee termination benefits when a plan of termination, approved by management and
establishing the terms of the benefit arrangement, has been communicated to employees. The timing of the recognition of one-time employee termination benefits is dependent upon the period
of time the employees are required to render service after communication. If employees are not required to render service in order to receive the termination benefits or if employees will not be
retained to render service beyond the minimum legal notification period, a liability for the termination benefits is

43

---



Table of Contents

recognized
at the communication date. In instances where employees will be retained to render service beyond the minimum legal notification period, the liability for employee termination benefits is
measured initially at the communication date based on the fair value of the liability as of the termination date and is recognized ratably over the future service period. We continually evaluate the
adequacy of the remaining liabilities under our restructuring initiatives.

We
record charges related to long-lived assets to be abandoned when the assets cease to be used. When we cease using a building or other asset with remaining
non-cancellable lease payments continuing past our use period, we record a liability for remaining payments under lease arrangements, as well as for contract termination costs, that will
continue to be incurred under a contract for its remaining term without economic benefit to us at the cease-use date. Given the significance of, and the timing of the execution of such
activities, this process is complex and involves periodic reassessments of estimates made at the time the original decisions were made, including evaluating real estate market conditions for expected
vacancy periods and sub-lease rents. Although we believe that these estimates accurately reflect the costs of our restructuring plans, actual results may differ, thereby requiring us to
record additional provisions or reverse a portion of such provisions.

Warranty Accrual:We provide for the estimated cost of product warranties at the time revenue is recognized. While we engage in
extensive product
quality programs and processes, our warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. We continuously
monitor product returns for warranty and maintain a reserve for the related expenses based upon our historical experience and any specifically identified field failures. As we sell new products to our
customers, we must exercise considerable judgment in estimating the expected failure rates. This estimating process is based on historical experience of similar products, as well as various other
assumptions that we believe to be reasonable under the circumstances.

Inventory Valuation:We state our inventories at the lower of cost (principally standard cost which approximates actual cost on
a first in, first out
basis) or market. We review the adequacy of our inventory reserves on a quarterly basis and record adjustments to our inventory valuation for estimated obsolescence or non-saleable
inventories equal to the difference between the cost of inventories and the estimated market value based upon assumptions about future demand and market conditions.

Allowance for Doubtful Accounts:A majority of our trade receivables are derived from sales to large multinational semiconductor
manufacturers
throughout the world. In order to monitor potential credit losses, we perform ongoing credit evaluations of our customers' financial condition. An allowance for doubtful accounts is maintained for
probable credit losses based upon our assessment of the expected collectability of all accounts receivable. The allowance for doubtful accounts is reviewed on a quarterly basis to assess the adequacy
of the allowance. We take into consideration (1) any circumstances of which we are aware of a customer's inability to meet its financial obligations, and (2) our judgments as to
prevailing economic conditions in the industry and their impact on our customers.

Impairment of Long-Lived Assets:We test long-lived assets or asset groups for recoverability when events or changes in
circumstances indicate that their carrying amounts may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the
asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the
asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset
will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

44

---



Table of Contents

Recoverability
is assessed based on the carrying amounts of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result
from the use and the eventual disposal of the asset, as well as specific appraisals in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair
value.

Significant
judgments and assumptions are required in the forecast of future operating results used in the preparation of the estimated future cash flows, including profit margins,
long-term forecasts of the amounts and timing of overall market growth and our percentage of that market, groupings of assets, discount rates and terminal growth rates. In addition,
significant estimates and assumptions are required in the determination of the fair value of our tangible long-lived assets, including replacement cost, economic obsolescence, and the
value that could be realized in orderly liquidation. Changes in these estimates could have a material adverse effect on the assessment of our long-lived assets, thereby requiring us to
write down the assets.

Accounting for Income Taxes:We utilize the asset and liability method of accounting for income taxes, under which deferred
taxes are determined
based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences
reverse and for operating losses and tax credit carryforwards. We estimate our provision for income taxes and amounts ultimately payable or recoverable in numerous tax jurisdictions around the world.
Estimates involve interpretations of regulations and are inherently complex. Resolution of income tax treatments in individual jurisdictions may not be known for many years after completion of any
fiscal year. We are required to evaluate the realizability of our deferred tax assets on an ongoing basis to determine whether there is a need for a valuation allowance with respect to such deferred
tax assets. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. Significant management judgment is required in determining any
valuation allowance recorded against deferred tax assets. In evaluating the ability to recover deferred tax assets, we consider available positive and negative evidence giving greater weight to our
recent cumulative losses and our ability to carryback losses against prior taxable income and,
commensurate with objective verifiability, the forecast of future taxable income including the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies.

We
recognize and measure uncertain tax positions taken or expected to be taken in a tax return if it is more likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest
benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. We report a liability for unrecognized tax benefits resulting from uncertain tax positions
taken or expected to be taken in a tax return. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent
that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The
provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest. We recognize interest and penalties
related to unrecognized tax benefits within the income tax provision. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheet.

We
file annual income tax returns in multiple taxing jurisdictions around the world. A number of years may elapse before an uncertain tax position is audited and finally resolved. While
it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, we believe that our reserves for income taxes reflect the most likely outcome.
We adjust these reserves, as well as the related interest, in light of changing facts and circumstances. Settlement of any particular position could require the use of cash.

45

---



Table of Contents

Stock-Based Compensation:Under provisions of accounting standards, stock-based compensation cost is estimated at the grant date
based on the
fair-value of the award and is recognized as expense ratably over the requisite service period of the award. Determining the appropriate fair-value model and calculating the
fair value of stock-based awards at the grant date requires considerable judgment, including estimating stock price volatility, expected option life and forfeiture rates. We develop our estimates
based on historical data and market information which can change significantly over time. A small change in the estimates used can result in a relatively large change in the estimated valuation. We
use the Black-Scholes option valuation model to value employee stock awards.

The
most significant assumptions impacted by management's judgment are the expected volatility and the expected life of the options. The expected dividend yield and expected
risk-free
interest rate are not as significant to the calculation of fair value. In addition, adjustments to our estimates of the number of share-based payment awards that we expect to vest did have a
significant impact on the recorded share-based compensation expense.

Expected volatility:The value of a stock option is derived from its potential for appreciation. The more volatile the stock, the more
valuable the
option becomes because of the greater possibility of significant changes in stock price. Our computation of expected volatility is based on a blend of historical volatility of our common stock and
implied volatility of traded options to purchase shares of our common stock. Our decision to incorporate implied volatility was based on our assessment that implied volatility of publicly traded
options in our common stock is expected to be more reflective of market conditions and, therefore, can reasonably be expected to be a better indicator of expected volatility than historical volatility
of our common stock alone.

Expected life and forfeiture rate:The expected life also has a significant effect on the value of the option. The longer the term, the
more time the
option holder has to allow the stock price to increase without a cash investment and thus, the more valuable the option. Further, longer option terms provide more opportunity to exploit market highs.
However, employees are not required to wait until the end of the contractual term of a nontransferable option to exercise. Accordingly, we are required to estimate the expected term of the option. We
determine the expected life by considering several factors, including historical option exercise behavior, post vesting turnover rates and terms and vesting periods of the options granted. Similarly,
we base our estimate of forfeiture on historical option cancellation behavior including pre-vesting turnover rates.

Out of Period Adjustment

In the third quarter of fiscal 2010, we recorded a $4.1 million adjustment to cost of revenues net of $0.5 million income
tax benefit, which resulted from an error in the calculation of capitalized manufacturing variances starting in the first quarter of fiscal 2009 through the second quarter of fiscal 2010. The error
caused the understatement of cost of revenues and the overstatement of the overhead capitalized in inventory for most quarters. The income tax benefit resulted from higher net losses in 2009 due to
higher cost of revenue expenses. We are able to carry back the increase in the 2009 loss to recover more prior year tax payments. Out of the total adjustment, a $2.9 million adjustment to cost
of revenues net of $0.5 million income tax benefit was related to fiscal 2009. Management and the Audit Committee believe that such amounts are not material to current and previously reported
financial statements.

In
fiscal 2009 and fiscal 2008, we did not record any out of period adjustments.

46

---



Table of Contents

Results of Operations

The following table sets forth our operating results as a percentage of revenues:

Fiscal
2010

Fiscal
2009

Fiscal
2008Revenues


100.0
%

100.0
%

100.0
%Cost of revenues


101.2


99.4


82.7Gross margin


(1.2
)

0.6


17.3Operating expenses:Research and development


29.4


42.5


31.2Selling, general and administrative


35.7


58.0


45.3Restructuring


8.4


6.5


4.3Impairment of long lived assets


29.9


0.9


2.1Total operating expenses


103.4


107.9


82.9Operating loss


(104.6
)

(107.3
)

(65.6
)Interest income, net


1.4


2.4


5.9Other income (expense), net


2.3


(0.4
)

0.3Loss before income taxes


(100.9
)

(105.3
)

(59.4
)Provision for (benefit from) income taxes


(1.0
)

9.8


(21.0
)Net loss


(99.9
)%

(115.1
)%

(38.4
)%


Fiscal Years Ended December 25, 2010 and December 26, 2009

Revenues

ChangeFiscal
2010

% of
Revenues

Fiscal
2009

% of
Revenues$

%(In thousands)Revenues by Market:DRAM

$
131,207


69.6
%
$
108,820


80.4
%
$
22,387


20.6
%Flash


30,068


15.9


7,282


5.4


22,786


312.9SoC


27,290


14.5


19,233


14.2


8,057


41.9Total revenues

$
188,565


100.0
%
$
135,335


100.0
%
$
53,230


39.3
%


The
increase in revenue for the year ended December 25, 2010 was primarily due to increased demand for our advanced wafer probe cards caused by an overall improvement in the
semiconductor market, in particular the memory segment, as well as increased average selling price of our products.

Our
revenues for the year ended December 25, 2010 were primarily generated by sales of wafer probe cards to manufacturers of DRAM devices. Revenues in fiscal 2010 increased
significantly from fiscal 2009 primarily due to the industry ramp of DDR3, the introduction of our SmartMatrix products and the increased sales of higher priced products as a percentage of total DRAM
sales, as well as the overall improvement in the semiconductor market in the current year.

Revenues
from sales to flash memory device manufacturers increased significantly in the year ended December 25, 2010 compared to the prior year. The increase was partly driven by
an $8.1 million increase in the sale of NAND Flash wafer probe cards, resulting from further expansion of our NAND market penetration via the recent qualification of TouchMatrix at one of our
largest customers. NOR Flash also saw a substantial year over year increase of $14.7 million driven by

47

---



Table of Contents

customer
demand across our probe cards that service this market. The increases were also partially the result of the overall improvement in the memory segment of the semiconductor market.

Revenues
from sales to SoC device manufacturers increased in the year ended December 25, 2010 compared to the prior year, primarily due to the overall upturn in the semiconductor
industry and market trends to more complex devices which positively impacted revenues from sales of our wafer probe cards.



The following table sets forth our revenues by geographic region for the periods indicated:

Fiscal
2010

% of
Revenues

Fiscal
2009

% of
Revenues(In thousands)Taiwan

$
72,615


38.5
%
$
26,964


19.9
%North America


38,334


20.3


24,533


18.1Japan


28,479


15.1


64,575


47.7South Korea


25,984


13.8


5,459


4.1Asia Pacific(1)


15,109


8.0


5,603


4.1Europe


8,044


4.3


8,201


6.1Total revenues

$
188,565


100.0
%
$
135,335


100.0
%


(1)Asia
Pacific includes all countries in the region except Taiwan, South Korea and Japan, which are disclosed separately.


Geographic
revenue information is based on the location to which we ship the customer product. For example, if a certain South Korean customer purchases through their North American
subsidiary and requests the products to be shipped to an address in Asia-Pacific, this sale will be reflected in the revenue for Asia-Pacific rather than North America.

The
significant increase in Taiwan, South Korea, Asia Pacific and North America revenues for the year ended December 25, 2010 compared to the prior year was primarily due to the
industry ramp up of DDR3 and the introduction of our SmartMatrix and TouchMatrix products. The decrease in Japan revenue for the year ended December 25, 2010 compared to the prior year was
primarily due to the decrease in our DRAM product sales, caused by the lack of qualification of the SmartMatrix product line due to extended qualification periods. Europe revenue remained flat in
fiscal 2010 due to the consistent demand for all of our products in this region.

Gross Profit (Loss)

Fiscal
2010

Fiscal
2009(In thousands)Gross profit (loss)

$
(2,272
)
$
819Gross margin


(1.2
)%

0.6
%


Gross
margin fluctuates with revenue levels, product mix, selling prices, factory loading, and material costs. For the year ended December 25, 2010, gross margin declined compared
to the prior year primarily due to a $4.4 million increase in inventory provision charges, an out of period adjustment to cost of revenues of $2.9 million that was recorded in the third
quarter of fiscal 2010, an increase of temporary personnel costs of $2.9 million to support increased shipment volumes at various times during the year, and the expense for incentive bonuses of
$2.1 million. This decline was partially mitigated by the favorable changes in product mix from lower margin to higher margin products, the

48

---



Table of Contents

increased
selling prices of our products and the decreased depreciation expense resulting from the enterprise-wide asset impairment and the multiple restructuring actions during fiscal
2010.

Inventory
provision charges increased from $7.0 million in fiscal 2009, to $11.4 million in fiscal 2010. The total inventory provision charge of $11.4 million in
fiscal 2010 was the result of lower customer demand for certain products, low production yields and minimum purchase order quantities. Excess custom inventories are not uncommon for us as our advanced
wafer probe cards are custom designs manufactured in low volumes and must be delivered on relatively short lead times, which requires us to acquire production materials and start certain production
activities based on estimated production yields and forecasted demand prior to or in excess of actual demand for our wafer probe cards. In fiscal 2010, the value of previously reserved materials that
were used in manufacturing and shipped was $2.8 million.

In
the near future, our gross margins will likely continue to be adversely affected by lower levels of product revenues, even though we have taken significant steps to reduce our
operating cost structure. Additionally, our gross margins may continue to be adversely affected if we are required to record additional inventory provision charges and inventory write-downs if
estimated average selling prices of products held in finished goods and work in process inventories are below the manufacturing cost of those products.

Research and Development

Fiscal
2010

Fiscal
2009(In thousands)Research and development

$
55,389

$
57,509% of revenues


29.4
%

42.5
%


Research
and development expenses for the year ended December 25, 2010 decreased $2.1 million, or 3.7%, compared to the prior year primarily due to the decrease in certain
new technology product development related costs and the decrease in other costs as a result of our cost reduction efforts offset by the increase in personnel costs. As a percent of revenues, research
and development expenses decreased in fiscal 2010 as compared to fiscal 2009 primarily due to the increased revenue base.

In
the year ended December 25, 2010, costs related to new technology projects decreased by approximately $8.8 million from fiscal 2009 as a result of our decision to
terminate certain non-strategic research and development activities in the second and third quarter of fiscal 2010. Additionally, depreciation expense decreased by $1.3 million year
over year due to the lower carrying amount of our fixed assets resulting from impairments recorded in the second and third quarters of fiscal 2010. Offsetting these decreases was a $6.3 million
increase in personnel costs primarily due to headcount increases as well as costs of employee incentive programs for which we did not record any charges in fiscal 2009. Stock-based compensation
included within research and development expenses was $5.6 million for the year ended December 25, 2010 compared to $4.4 million for fiscal 2009, with the increase being primarily
due to the increase in employee stock awards.

We
are continuing our strategic investments in research and development, including investments in the development of our next generation parallelism architecture and products, fine
pitch, advanced MicroSpring interconnect technology and new process technologies. We remain committed to product development in new and emerging technologies.

49

---



Table of Contents

Selling, General and Administrative

Fiscal
2010

Fiscal
2009(In thousands)Selling, general and administrative

$
67,208

$
78,428% of revenues


35.7
%

58.0
%


Selling,
general and administrative expenses decreased $11.2 million, or 14.3%, for the year ended December 25, 2010 compared to the prior year primarily due to a decrease
in personnel-related costs and other discretionary spending. As a percent of revenues, selling, general and administrative expenses decreased in fiscal 2010 as compared to the prior year, primarily
due to the increased revenue base along with the reduction in expenses resulting from our on-going cost reduction efforts.

The
$11.2 million decrease in fiscal 2010 compared with the prior year was composed of a $6.1 million decrease in bad debt expense due to a reduction in additional bad debt
as compared to 2009, as well as benefits from collections on amounts previously reserved as bad debts, a $4.4 million decrease in stock-based compensation expenses related to fewer awards being
granted in fiscal 2010, a $3.2 million decrease in salary and wages due to the headcount decrease in fiscal 2010, and a $2.1 million decrease in legal and outside service fees due to a
reduction in litigation activity as well as our cost reduction efforts, offset by a $2.8 million increase for incentive bonuses and a $1.2 million increase in severance costs related to
the departure of certain executives in fiscal 2010.

Restructuring Charges

Fiscal
2010

Fiscal
2009(In thousands)Restructuring charges

$
15,908

$
8,780% of revenues


8.4
%

6.5
%


Restructuring
charges increased $7.1 million, or 81.2%, from fiscal 2009 to fiscal 2010. The increase was primarily due to the number of actions that were taken in 2010 along with
an $8.8 million impairment of property and equipment included in the restructuring charges of fiscal 2010 compared with the $0.4 million impairment included in the restructuring charges
of fiscal 2009. The restructuring plans we implemented in fiscal 2009 and fiscal 2010 are discussed below.

In
fiscal 2009, we implemented two restructuring plans that included primarily reductions in our global workforce in an effort to lower our quarterly operating expense run rate, which
extended the cost reduction plans implemented during fiscal 2008.



In the first quarter of fiscal 2010, we implemented a restructuring plan (the "Q1 2010 Restructuring Plan") intended to align resources
in continuation of our global regionalization strategy to place more decision-making in regions close to our semiconductor customers. As part of this regionalization strategy, we initiated the moving
of certain assembly and test operations from our back-end manufacturing processes in Livermore, California to Asia, and planned to bring-up and qualify our back-end
manufacturing operations in Singapore. As a result of this restructuring plan, our worldwide headcount was expected to be
reduced by 106 full-time employees. The activities comprising this reduction in force were expected to be completed by the end of the first quarter of fiscal 2011.

We
recorded $3.4 million in charges for the Q1 2010 Restructuring Plan in fiscal 2010, which was all related to severance and related benefits.

50

---



Table of Contents



In the second quarter of fiscal 2010, we announced a series of corporate initiatives, including a reduction in workforce, which
represented a renewed focus on streamlining and simplifying our operations as well as reducing our quarterly operating costs (the "Q2 2010 Restructuring Plan"). These actions included reducing the
scope of the previously contemplated manufacturing operations in Korea, resulting in a reduction of workforce of 16 employees related to the assembly and test function, and undertaking a plan to
rescind the previously issued severance arrangements for certain employees impacted by the Q1 2010 Restructuring Plan. As a result of this rescission plan, as of June 26, 2010, we had reversed
the existing accrual for the severance costs booked in conjunction with the Q1 2010 Restructuring Plan, of $3.3 million, including the accrued retention bonus to date. As of
September 25, 2010, we completed this rescission plan.

Additionally,
the reduction in workforce impacted 67 employees spread across all functions of the organization to further streamline and simplify our operations and reduce operating
costs. The activities comprising this reduction in force were substantially completed by the end of fiscal 2010. As a result of the Q2 2010 Restructuring Plan, we have realized and expect to realize
quarterly savings in fiscal 2010 and the future years of approximately $3.0 million, excluding stock-based compensation expenses, starting from the second quarter for fiscal 2010.

We
recorded $4.8 million in charges for severance and related benefits, and $1.0 million for property and equipment impairments for the Q2 2010 Restructuring Plan in fiscal
2010, respectively. The impairment charges were related to the impairment of certain equipment and software assets related to our assembly and test operations in Korea that would no longer be
utilized.



In the third quarter of fiscal 2010, we announced a restructuring plan (the "Q3 2010 Restructuring Plan") to cease the transition of
manufacturing operations to Singapore. This decision resulted in a reduction in force of 60 employees primarily at our Singapore facility. The manufacturing activities that were scheduled to be
transitioned to Singapore will remain in Livermore, and Livermore will continue as the primary manufacturing operating location for the Company. The Company expects that the activities comprising this
reduction in force will be substantially completed by the end of the first quarter of fiscal 2011. In addition, we ceased the utilization of a portion of the facility in Singapore that was expected to
be utilized for our manufacturing operations in the fourth quarter of fiscal 2010 as an additional restructuring action in connection with our Q3 2010 Restructuring Plan. As a result of the Q3 2010
Restructuring Plan, we have realized quarterly savings, excluding stock-based compensation expenses, of approximately $0.4 million in the fourth quarter of fiscal 2010 and we expect to realize
quarterly savings of $0.6 million in the quarters commencing in fiscal 2011.

In
fiscal 2010, we recorded $1.2 million for the Q3 2010 Restructuring Plan for severance and related benefits, $7.8 million impairment charges for certain equipment and
leasehold improvements in Singapore that would no longer be utilized and $0.4 million in charges for the remaining lease obligations that will continue to be incurred under operating lease
contracts of the Singapore facilities. In addition, due to the combined effect of the significant change in our business strategy in connection with the Q3 2010 Restructuring Plan, recurring operating
losses and the sustained decline in the Company's stock price, we reviewed the recoverability of our long-lived assets in the third quarter of fiscal 2010, as discussed in
Note 6Impairment of Long-lived Assets of the Notes to Consolidated Financial Statements.



In the fourth quarter of fiscal 2010, we implemented a restructuring plan (the "Q4 2010 Restructuring Plan") including reducing our
global workforce by 10 employees across the organization.

51

---



Table of Contents

We
recorded $0.6 million in charges for severance and related benefits in fiscal 2010. We expect that the activities comprising this reduction in force will be substantially completed by the
end of the first quarter of fiscal 2011. As a result of the Q4 2010 Restructuring Plan, we expect to realize quarterly savings of approximately $0.4 million, excluding stock-based compensation
expenses, starting from the first quarter of fiscal 2011.

The
liabilities we have accrued for the restructuring plans discussed above represent our best estimate of the obligations we expect to incur and could be subject to adjustment as market
conditions change. The cash payments associated with our various reductions in force are expected to be substantially paid by the end of the first quarter of fiscal 2011.

Impairment of Long-lived Assets

Fiscal
2010

Fiscal
2009(In thousands)Impairment of long-lived assets

$
56,401

$
1,288% of revenues


29.9
%

0.9
%


Impairment
charges increased $55.1 million from fiscal 2009 to fiscal 2010 primarily due to the enterprise-wide asset impairment recorded in the third quarter of
fiscal 2010.

In
the third quarter of fiscal 2010, we reviewed the recoverability of our long-lived assets due to a significant change in our business strategy in connection with the Q3
2010 Restructuring Plan, recurring operating losses and net cash outflows from operations and the sustained decline in the Company's stock price. As a result of this review, we concluded that our
business was not able to fully recover the carrying amounts of our assets. Accordingly, we reviewed the carrying amounts at September 25, 2010 of all of our long-lived assets for
impairment. Based on this analysis, an impairment charge of approximately $52.0 million was recorded as of September 25, 2010. This charge was comprised of $27.7 million for
leasehold improvements, $11.2 million impairment for manufacturing equipment, $8.5 million impairment for computer equipment and software, $4.4 million for
construction-in-progress and $0.2 million for purchased intangible assets.

In
addition, we recorded impairment charges totaling $4.4 million in fiscal 2010 as follows:



In
fiscal 2009, we recorded total impairments of $1.3 million related to certain equipment that was determined to be held for sale, as well as for the termination of certain
on-going projects. These impairment charges were originally recorded through "Cost of revenues" in the Consolidated Statement of Operations in our Form 10-K for fiscal
2009. However this amount has been reclassified to "Impairment of long-lived assets" in the Consolidated Statement of Operations in this Form 10-K for fiscal 2010 to
conform with the current year presentation of asset impairments.

52

---



Table of Contents

Management
believes it is reasonably possible that additional impairment charges that would reduce further the carrying amounts of the Company's property and equipment and intangible
assets may arise in fiscal 2011 if the Company is unable to achieve operating results anticipated by the Company's 2011 financial plan.

Interest Income and Other Income (Expense), Net

Fiscal
2010

Fiscal
2009(In thousands)Interest income, net

$
2,546

$
3,282% of revenues


1.4
%

2.4
%Other income (expense), net

$
4,426

$
(535
)% of revenues


2.3
%

(0.4
)%


Interest
income is primarily earned on our cash, cash equivalents and marketable securities. The decrease in interest income for fiscal 2010 as compared to fiscal 2009 was primarily the
result of lower average balances. Cash, cash equivalents, restricted cash and marketable securities were $347.9 million at December 25, 2010 compared to $449.9 million at
December 26, 2009. The weighted-average yield on our cash, cash equivalents and marketable securities for the year ended December 25, 2010 was 0.70% compared to 0.73% for the year ended
December 26, 2009.

Other
income (expense), net is comprised primarily of foreign currency impact and various other gains and losses. The change in other income (expense), net for fiscal 2010 compared to
fiscal 2009 was primarily due to the $3.5 million gain recorded in the third quarter of fiscal 2010 which resulted from the release of the liability previously recorded as a secured borrowing
due to the dismissal of our complaint against a customer.

Provision for (Benefit from) Income Taxes

Fiscal
2010

Fiscal
2009(In thousands)Provision for (benefit from) income taxes

$
(1,920
)
$
13,214Effective tax rate


(1.0
)%

9.3
%


The
provision for income taxes differs from the amount computed by applying the statutory U.S. Federal rate principally due to a valuation allowance recorded against U.S. and certain non
U.S. deferred tax assets. The remaining tax provision for fiscal 2010 was primarily comprised of tax expense for non U.S. cost plus entities offset by a tax benefit related to settlement of a non U.S.
tax audit.

In
fiscal 2009 we recorded a valuation allowance against our U.S. deferred tax assets. The fiscal 2009 tax provision was offset by a benefit related to our ability to generate tax
refunds through Federal net operating loss carry back.

We
anticipate that we will continue to record a valuation allowance against our U.S. and certain non U.S. deferred tax assets. We expect our future tax provisions, during the time such
valuation allowances are recorded, will consist primarily of the tax provision of our profitable non-U.S. jurisdictions. At December 25, 2010, we had Federal, state and foreign net
operating loss carryforwards of approximately $104.1 million, $163.6 million and $16.0 million, respectively. The Federal net operating
loss carryforwards expire in 2030, the state net operating loss carryforwards expire at various dates from 2028 through 2030, and the foreign net operating loss carryforwards can be carried forward
indefinitely.

53

---



Table of Contents

From
time to time, we engage in certain intercompany transactions and legal entity restructurings. We consider many factors when evaluating these transactions, including the alignment of
our corporate structure with our organizational objectives, the operational and tax efficiency of our corporate structure, as well as the long-term cash flows and cash needs of our
different businesses. These transactions may impact our overall tax rate and/or result in additional cash tax payments. The impact in any period may be significant. These transactions may be complex
in nature and the impact of such transactions on future periods may be difficult to estimate. In the fourth quarter of 2010, we initiated a legal entity restructuring to align our corporate structure
with our organizational objectives. The restructuring activities did not significantly impact the tax provision due to valuation allowances recorded against U.S. and Singapore deferred tax assets.

Fiscal Years Ended December 26, 2009 and December 27, 2008

Revenues

ChangeFiscal
2009

% of
Revenues

Fiscal
2008

% of
Revenues$

%(In thousands)Revenues by Market:DRAM

$
108,820


80.4
%
$
139,537


66.4
%
$
(30,717
)

(22.0
)%Flash


7,282


5.4


38,430


18.3


(31,148
)

(81.1
)SoC


19,233


14.2


32,222


15.3


(12,989
)

(40.3
)Total revenues

$
135,335


100.0
%
$
210,189


100.0
%
$
(74,854
)

(35.6
)%


The
decrease in revenue for the year ended December 26, 2009 was primarily due to weak demand for our advanced wafer probe cards caused by the slow recovery in the semiconductor
market. For certain of our products we also experienced pricing pressure due to the availability of competitive products, which also contributed to the decrease in revenues.

Our
revenues for the year ended December 26, 2009 were primarily generated by sales of wafer probe cards to manufacturers of DRAM devices. Revenues for our products that address
the DRAM segment declined in the year ended December 26, 2009 as compared to fiscal 2008, primarily due to a number of factors including the relative supply and demand of various semiconductor
devices and end products incorporating those devices, semiconductor manufacturers' efforts to curtail spending and conserve cash by taking capacity offline, reducing production, delaying the
transition to new technology nodes and postponing the implementation of tooling cycles. We also experienced pricing pressure on certain DRAM test product due to the competitive environment.

Revenues
from sales to flash memory device manufacturers also decreased significantly in the year ended December 26, 2009 compared to fiscal 2008, with the decrease driven by
sales declines in both NOR and NAND Flash wafer probe cards. The weakness in NOR Flash can be attributed to a decline in purchases by certain key customers, specifically from our largest NOR customer
filing for bankruptcy protection in the first quarter of fiscal 2009. Additionally, revenues from NAND Flash wafer probe cards declined as NAND Flash memory device manufacturers significantly reduced
their output in the first quarter of fiscal 2009, in an attempt to promote industry absorption of excess inventories.

Revenues
from manufacturers of SoC devices decreased in the year ended December 26, 2009 compared to fiscal 2008, primarily due to the overall downturn in the semiconductor
industry which negatively impacted the revenues from sales of our wafer probe cards.

54

---





Table of Contents

Revenue by Geographic Region

The following table sets forth our revenues by geographic region for the periods indicated:

Fiscal
2009

% of
Revenues

Fiscal
2008

% of
Revenues(In thousands)Taiwan

$
26,964


19.9
%
$
48,006


22.9
%Japan


64,575


47.7


77,154


36.7North America


24,533


18.1


41,651


19.8Asia Pacific(1)


11,062


8.2


25,525


12.1Europe


8,201


6.1


17,853


8.5Total revenues

$
135,335


100.0
%
$
210,189


100.0
%


(1)Asia
Pacific includes all countries in the region except Taiwan and Japan, which are disclosed separately.


Geographic
revenue information is based on the location to which we ship the customer product. For example, if a certain South Korean customer purchases through their North American
subsidiary and requests the products to be shipped to an address in Asia-Pacific, this sale will be reflected in the revenue for Asia-Pacific rather than North America. The
decrease in revenues across all geographic regions was generally due to the semiconductor industry downturn, characterized by weak demand for semiconductor devices, delayed production ramps and weak
device pricing environments.

The
decrease in revenues across all geographic regions for fiscal 2009 as compared to fiscal 2008 was primarily due to the decrease in sales in those regions in each of the product
markets we addressDRAM, Flash and SoC. Additionally, revenues decreased due generally to the semiconductor industry downturn, characterized by weak demand for semiconductor devices,
delayed production ramps and weak device pricing environments.

Gross Profit

Fiscal
2009

Fiscal
2008(In thousands)Gross profit

$
819

$
36,263Gross margin


0.6
%

17.3
%


Gross
margin fluctuates with revenue levels, product mix, selling prices, factory loading, and material costs. For fiscal 2009, gross margin declined compared to fiscal 2008, primarily
due to the significant decline in revenue driving lower factory utilization, thereby increasing unit manufacturing costs, combined with declines in average selling prices as well as an unfavorable
change in product mix from higher margin to lower margin products. This decline was partially mitigated by lower personnel costs as a result of our fiscal 2008 and 2009 global cost reduction plans as
well as a decline in inventory write-downs. Inventory charge-offs decreased from $16.3 million or 7.7% of revenues in fiscal 2008 to $7.0 million, or 5.2% of revenues, in
fiscal 2009. The higher inventory write-downs in fiscal 2008 were associated with deterioration in the DRAM memory segment in that period. Inventory write-downs declined in fiscal 2009 despite the
continued deterioration in the DRAM memory segment primarily due to stronger inventory management in fiscal 2009. Excess custom inventories are not uncommon for us as our advanced wafer probe cards
are custom designs manufactured in low volumes and must be delivered on relatively short lead times, which requires us to acquire production materials and start certain production activities based on
estimated production yields and forecasted demand prior to or in excess of actual demand for our wafer probe cards. Stock-based compensation included in gross margin

55

---



Table of Contents

was
$3.6 million or 2.6% of revenues, in fiscal 2009 and $4.8 million, or 2.2% of revenues for fiscal 2008. The decline of stock-based compensation was primarily a result of reductions
in headcount as a result of our 2008 and 2009 global cost reduction plans.

Research and Development

Fiscal
2009

Fiscal
2008(In thousands)Research and development

$
57,509

$
65,509% of revenues


42.5
%

31.2
%


Research
and development expenses decreased for fiscal 2009 compared to fiscal 2008 primarily due to a decrease in certain new technology product development related costs, personnel
costs, and depreciation, facilities and information technology costs. As a percent of revenues, research and development expenses increased in fiscal 2009 as compared to fiscal 2008 primarily due to
the declining revenue base.

For
the year ended December 26, 2009, personnel costs decreased $6.5 million primarily due to reductions in headcount as a result of our global reorganization plans.
Expenses related to new technology and product development remained flat, and depreciation and facilities and information technology costs decreased $0.9 million, primarily due to the
implementation of corporate cost reduction initiatives. Stock-based compensation included within research and development was $4.4 million for fiscal 2009 compared to $5.0 million for
fiscal 2008. The decline in stock-based compensation was primarily due to reductions in headcount resulting from the 2008 and 2009 global cost reduction plans.

Selling, General and Administrative

Fiscal
2009

Fiscal
2008(In thousands)Selling, general and administrative

$
78,428

$
95,208% of revenues


58.0
%

45.3
%


Selling,
general and administrative expenses decreased for fiscal 2009 compared to fiscal 2008 primarily due to a decrease in personnel-related costs and other discretionary spending. As
a percent of revenue, selling, general and administrative expenses increased in fiscal 2009 as compared to fiscal 2008, primarily due to the declining revenue base.

For
the year ended December 26, 2009, personnel related costs decreased by approximately $11.4 million, primarily due to the work force reductions as well as lower
discretionary spending. Outside legal and other professional fees decreased by $6.1 million in the year ended December 26, 2009 as compared to fiscal 2008 primarily to a decrease in
legal fees. The decrease in legal fees for the year ended December 26, 2009 was primarily due to the scheduling of the International Trade Commission hearing on the investigation
(337-TA-621) of two of our competitors which arose out of our complaint filed in late 2007. The majority of the fees and costs related to the hearing and post hearing
activities were completed by the end of the first quarter of fiscal 2009.

Additionally,
we recorded a provision for doubtful accounts of $5.0 million and $4.1 million in the year ended December 26, 2009 and December 27, 2008,
respectively. We recorded a provision for doubtful accounts primarily due to the heightened risk of non-payment of accounts receivable by certain customers facing financial difficulty. In
addition, stock-based compensation included within selling, general and administrative expense was $12.6 million for the year ended December 26, 2009,

56

---



Table of Contents

compared
to $12.4 million for the year ended December 27, 2008. The increase in stock-based compensation for the year ended December 26, 2009 was due to an option modification
expense of $2.5 million in connection with the retirement of Dr. Igor Y. Khandros, our founder and former executive chairman of our board of directors in May 2009, offset in part
by a decrease due to reductions in headcount as a result of our 2008 and 2009 global cost reduction plans.

Restructuring Charges

Fiscal
2009

Fiscal
2008(In thousands)Restructuring charges

$
8,780

$
9,157% of revenues


6.5
%

4.3
%


In
the first quarter of fiscal 2009, we implemented a restructuring plan that included reducing our global workforce by 22%. This restructuring plan extended the cost reduction plans
implemented during fiscal 2008 and impacted employees across all functions of the organization. The restructuring plan consisted primarily of involuntary employee terminations and benefit costs and
write-down of certain assets taken out of service. We recorded $7.7 million in relation to this restructuring plan in the first quarter of fiscal 2009 and an additional
$0.3 million in the second quarter of fiscal 2009. In the fourth quarter of fiscal 2009, we incurred further restructuring charges of $0.8 million, related to further reductions in our
global workforce in an effort to lower our quarterly operating expense run rate. The balance of the employee-related charges resulting from the cost reduction plans implemented in fiscal 2009 had been
paid within fiscal 2010.

In
both the first and second quarters of fiscal 2008, we implemented global cost reduction plans that included reducing our global workforce. The first quarter action also included
facility consolidation charges related to vacating buildings in Livermore, California. Both plans were implemented to restructure our company to better align with the market environment. During fiscal
2008, we paid $6.9 million, representing substantially all of the employee related expenses for the cost reduction plans and $0.3 million primarily related to a
non-cancellable contract. Substantially all of the employee related charges related to the fiscal 2008 cost reduction plans were paid by the end of fiscal 2008.

Impairment of Long-lived Assets

Fiscal
2009

Fiscal
2008(In thousands)Impairment of long-lived assets

$
1,288

$
4,400% of revenues


0.9
%

2.1
%


Impairment
charges decreased $3.1 million from fiscal 2008 to fiscal 2009 primarily due to the $4.4 million impairment charge for construction in-progress
assets in Singapore recorded in the fourth quarter of fiscal 2008 based on our decision not to proceed with the construction of a new manufacturing facility at the proposed site in Singapore. The
impaired construction-in-progress assets consisted primarily of building design costs as well as costs of temporary construction structures.

In
the third and fourth quarters of fiscal 2009, we recorded impairment charges totaling $1.3 million relating to certain equipment that was determined to be held for sale and to
the termination of certain on-going projects. These impairment charges were originally recorded through "Cost of revenues" in the Consolidated Statement of Operations in the
Form 10-K for fiscal 2009. However this amount has been reclassified to "Impairment of long-lived assets" in the Consolidated Statement of Operations in this
Form 10-K for fiscal 2010 to conform with the current year presentation of asset impairments.

57

---



Table of Contents

Interest and Other Income (Expense), Net

Fiscal
2009

Fiscal
2008(In thousands)Interest income, net

$
3,282

$
12,446% of revenues


2.4
%

5.9
%Other income (expense), net

$
(535
)
$
653% of revenues


(0.4
)%

0.3
%


The
decrease in interest income on cash, cash equivalents and marketable securities for fiscal 2009 was primarily a result of lower interest yields as compared to fiscal 2008 as well as
lower average balances. Weighted-average yields for the year ended December 26, 2009 were 0.73% compared to 2.29% for the year ended December 27, 2008. Cash, cash equivalents, restricted
cash and marketable securities were $449.9 million at December 26, 2009 compared to $523.6 million at December 27, 2008. The change in other income (expense) for fiscal
2009 compared to fiscal 2008 was mainly comprised of bank fees of $0.1 million and foreign currency losses of $1.1 million primarily related to the Japanese Yen.

Provision for (Benefit from) Income Taxes

Fiscal
2009

Fiscal
2008(In thousands)Provision for (benefit from) income taxes

$
13,214

$
(44,291
)Effective tax rate


9.3
%

(35.5
)%


In
fiscal 2008 we recorded a tax benefit for U.S. losses, tax credits and deferred tax assets. During fiscal 2009, in accordance with accounting requirements, a valuation allowance
against our U.S. deferred tax assets was recorded. Our tax rate was thus negatively impacted by a valuation allowance of $57.7 million and non-U.S. net operating losses, primarily
in Singapore, of $4.6 million.

In
November 2009, President Obama signed into law the Worker, Homeownership and Business Assistance Act of 2009. This law extended net operating loss carrybacks from two years to five
years. We benefited from this provision by increasing our refund claim to prior years for the carrybacks of our 2009 Federal tax loss by approximately $5.0 million prior to the law change.

We
classify interest and penalties related to uncertain tax positions as part of the income tax provision. We recognized interest expense of $0.3 million and $0.2 million
for the years ended December 26, 2009
and December 27, 2008, respectively. As of December 26, 2009, we had approximately $0.9 million of interest and $0 penalties related to uncertain tax positions.

Liquidity and Capital Resources

Fiscal
2010

Fiscal
2009(In thousands)Working capital

$
370,767

$
482,607Cash, cash equivalents and marketable securities


347,235


449,235


Working capital:The decrease in working capital in the year ended December 25, 2010 was primarily due to the use of cash
from operating
activities and the decrease in refundable income taxes due to the receipt of a federal income tax refund of $26.2 million in March 2010, offset by the decrease in accounts payable due to change
of our timing of payments to vendors and less spending along with

58

---



Table of Contents

the
decrease in deferred revenue due to our improved collection of payments from customers with extended payment terms as well as shortened payment terms for certain customers.

Cash, cash equivalents and marketable securities:Cash and cash equivalents consist of deposits held at banks, money market
funds, U.S. government
securities and commercial papers that at the time of purchase had maturities of 90 days or less. Marketable securities consist of U.S. government and agency securities and commercial papers. We
typically invest in highly-rated securities with low probabilities of default. Our investment policy requires investments to be rated single-A or better, limits the types of acceptable
investments, concentration as to security holder and duration of the investment. Cash, cash equivalents and marketable securities included $19.6 million held by our foreign subsidiaries as of
December 25, 2010.

Day Sales Outstanding:Days sales outstanding from receivables, or DSO, were 66 days at December 25,
2010 compared with 103 days at December 26, 2009. Our DSO calculation is calculated using the countback method and is based on gross accounts receivable (including accounts receivable
for amounts in deferred revenue). The decrease in DSO is primarily due to the $7.2 million write-off of uncollectable debts resulting from the dismissal of complaints against
certain customers in the third quarter of fiscal 2010, improved collection efforts and the shift in sales to customers with shorter payment terms.

Fiscal
2010

Fiscal
2009

Fiscal
2008(In thousands)Net cash used in operating activities

$
(73,096
)
$
(52,667
)
$
(24,370
)Net cash provided by (used in) investing activities


69,841


(174,408
)

40,743Net cash provided by financing activities


3,098


11,450


5,950


Cash flows from operating activities:Net cash used in operating activities for the year ended December 25, 2010 was
primarily driven by our
net loss of $188.3 million offset in part by $116.5 million of non-cash charges consisting primarily of $28.2 million of depreciation and amortization,
$17.6 million of stock-based compensation, $9.0 million of non-cash restructuring charges, $11.4 million of provision for excess and obsolete inventories and
$56.4 million of impairment and loss on disposal of long-lived assets, offset by a gain of $3.5 million relating to the release of certain secured borrowings and a benefit of
$2.1 million from changes in deferred tax assets.

The
net change in operating assets and liabilities for the year ended December 25, 2010 was $1.3 million consisting primarily of, a decrease of $13.0 million in
accounts payable due to the change in the timing of payments to vendors as well as less spending, an increase of $11.6 million in inventories, primarily in completed sub-assemblies,
due to changes in manufacturing strategy and new product transitions, a decrease of $6.2 million in deferred revenues due to our improved collection of payments and shortened payment terms for
certain customers, a decrease of $1.9 million in deferred rent due to on-going payments under our existing lease arrangements as well as the renegotiation of certain lease
obligations in Livermore, and an increase of $1.6 million in prepaid expenses and other current assets. This was offset in part by a decrease of $25.8 million in refundable income taxes
primarily due to the receipt of federal income tax refunds in fiscal 2009, an increase of $4.6 million in accrued liabilities due to the incentive bonus that we accrued for the second half of
2010 and the remaining restructuring liabilities, and a decrease of $3.2 million in accounts receivable due to shortened payment terms for certain customers and our improved collection of
payments.

Net
cash used in operating activities for fiscal 2009 was primarily driven by our operating loss of $155.7 million offset in part by non-cash charges including
depreciation and amortization of $32.9 million, stock-based compensation expense of $20.8 million, deferred income tax benefit of

59

---



Table of Contents

$39.1 million,
provision for doubtful accounts receivable of $5.0 million and provision for excess and obsolete inventories of $7.0 million.

The
net change in operating assets and liabilities for fiscal 2009 was $2.5 million consisting primarily of, an increase in deferred revenues due to lengthening of payment terms
for certain customers, a decrease in refundable income taxes primarily due to the receipt of federal income tax refunds in fiscal 2009, as well as a decrease in prepaids and other current assets. This
was offset in part by an increase in inventories due to lower shipments and a decrease in accounts payable and accruals.

Cash flows from investing activities:Net cash provided by investing activities for the year ended December 25, 2010 was
primarily related to
the $441.8 million proceeds from maturities and sales of marketable securities offset by the $341.3 million purchases of marketable securities and the $30.9 million cash used in
the acquisition of property and equipment for new product technology.

Net
cash used in investing activities for the year ended December 26, 2009 primarily relate to the purchase of marketable securities, net of receipts from the sales and maturities
thereof as well as cash used for capital expenditures in support of information technology system upgrades and new product technology. Cash flows used in investing activities for the year ended
December 26, 2009 also included $12.0 million of consideration paid for the purchase of manufacturing and testing equipment and technology assets from Electroglas (See
Note 4Restructuring charges of Notes to Consolidated Financial Statements).

We
carefully monitor our investments to minimize risks and have not experienced other-than-temporary investment losses. Except for experiencing declining yields,
our investment portfolio has not been negatively impacted by the ongoing economic turmoil in the credit markets.

Cash flows from financing activities:Net cash provided by financing activities for the year ended December 25, 2010
included
$3.8 million proceeds received from the purchases under our 2002 Employee Stock Purchase Plan, $0.7 million proceeds received from the exercises of stock options, offset by
$0.8 million of stock withheld in lieu of payment of employee taxes related to the release of restricted stock units and $0.6 million used for the repurchase and retirement of common
stock in connection with our stock repurchase program.

Net
cash provided by financing activities for the year ended December 26, 2009 was primarily due to the $3.6 million received in fiscal 2009 for purchases under our 2002
Employee Stock Purchase Plan and the net proceeds of $3.5 million from the exercise of stock options. Cash flows from financing activities of fiscal 2009 also included proceeds of
$3.5 million from the sale of the Spansion bankruptcy claim, which was accounted for as a secured borrowing.

Our
cash, cash equivalents and marketable securities declined in fiscal 2010. We continue to focus on improving our operating efficiency to achieve break even operating cash flow. Our
actions have included operational expense reduction initiatives, re-timing or eliminating certain capital spending and research and development projects and re-negotiating
longer payment terms with our vendors. We believe that we will be able to satisfy our cash requirements for the next twelve months with the liquidity provided by our existing cash, cash equivalents
and marketable securities. To the extent necessary, we may also consider establishing manufacturing and technology partnerships, or to seek short and long-term debt obligations, or to
obtain new financing facilities which may not be available on terms favorable to us or at all. Our future capital requirements may vary materially from those now planned. However, if we are
unsuccessful in improving our operating efficiency, executing our cost reduction plan, reducing our cash outlays or increasing our available cash through financing, our cash, cash equivalents and
marketable securities will further decline in fiscal 2011.

60

---



Table of Contents

Contractual Obligations and Commitments

The following table summarizes our significant commitments to make future payments in cash under contractual obligations as of
December 25, 2010:

Payments Due In Fiscal Years2011

2012-2013

2014-2015

After 2015

Total(In thousands)Operating leases

$
3,912

$
5,652

$
5,601

$
14,972

$
30,137Other purchase obligations


3,756


446







$
4,202Total

$
7,668

$
6,098

$
5,601

$
14,972

$
34,339


Other
purchase obligations are primarily for purchases of inventory and manufacturing related service contracts. For the purposes of this table, other purchase obligations are defined as
agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the
approximate timing of the transaction. The expected timing of payment of the obligations discussed above is estimated based on information available to us as of December 25, 2010. Timing of
payments and actual amounts paid
may be different depending on the time of receipt of goods or services or changes to agreed-upon amounts for some obligations.

The
table above excludes our gross liability for unrecognized tax benefits, which totaled approximately $17.5 million as of December 25, 2010 and are classified in deferred
taxes and other long-term tax liabilities on our consolidated balance sheet. The timing of any payments which could result from these unrecognized tax benefits will depend upon a number of
factors. Accordingly, the timing of payment cannot be estimated and has been excluded from the table above. As of December 25, 2010, the changes to our uncertain tax positions in the next
12 months, that are reasonable possible, are not expected to have a significant impact on our financial position or results of operations.

Off-Balance Sheet Arrangements

Historically, we have not participated in transactions that have generated relationships with unconsolidated entities or financial
partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet
arrangements or other contractually narrow or limited purposes. As of December 25, 2010, we were not involved in any such off-balance sheet arrangements.

Indemnification Agreements

We may, from time to time in the ordinary course of our business enter into contractual arrangements with third parties that include
indemnification obligations. Under these contractual arrangements, we have agreed to defend, indemnify and/or hold the third party harmless from and against certain liabilities. These arrangements
include indemnities in favor of customers in the event that our wafer probe cards infringe a third party's intellectual property and our lessors in connection with facility leasehold liabilities that
we may cause. In addition, we have entered into indemnification agreements with our directors and certain of our officers, and our bylaws contain indemnification obligations in favor of our directors,
officers and agents. These indemnity arrangements may limit the type of the claim, the total amount that we can be required to pay in connection with the indemnification obligation and the time within
which an indemnification claim can be made. The duration of the indemnification obligation may vary, and for most arrangements, survives the agreement term and is indefinite. We believe that
substantially all of our indemnity arrangements provide either for limitations on the maximum potential future payments we could be obligated to make, or for

61

---



Table of Contents

limitations
on the types of claims and damages we could be obligated to indemnify, or for both. However, it is not possible to determine or reasonably estimate the maximum potential amount of future
payments under these indemnification obligations due to the varying terms of such obligations, the history of prior indemnification claims, the unique facts and circumstances involved in each
particular contractual arrangement and in each potential future claim for indemnification, and the contingency of any potential liabilities upon the occurrence of events that are not reasonably
determinable. We have not had any requests for indemnification under these arrangements. Our management believes that any liability for these indemnity arrangements would not be material to our
accompanying consolidated financial statements. We have not recorded any liabilities for these indemnification arrangements on our consolidated balance sheet as of December 25, 2010.

Recent Accounting Pronouncements

Please refer to the discussion of our recent accounting pronouncements in Note 2Summary of Significant Accounting
Policies of the Notes to the Consolidated Financial Statements under Part II, Item 8 in this Form 10-K.

Item 7A:Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Exchange Risk.We conduct certain operations in foreign currencies. We enter into currency forward exchange contracts
to hedge a
portion, but not all, of existing foreign currency denominated amounts. Gains and losses on these contracts are generally recognized in income. Because the effect of movements in currency exchange
rates on the currency forward exchange contracts generally offsets the related effect on the underlying items being hedged, these financial instruments are not expected to subject us to risks that
would otherwise result from changes in currency exchange rates. We do not use derivative financial instruments for trading or speculative purposes. We recognized a net loss of $1.5 million and
a net gain of $1.0 million for the fiscal years ended December 25, 2010 and December 26, 2009, respectively, from the fluctuation in foreign exchange rates and the valuation of
these hedge contracts in our financial statements under other expense.

Interest Rate Sensitivity.Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio. We
invest in a
number of securities including U.S. agency discount notes, money market funds and commercial paper. We attempt to ensure the safety and preservation of our invested principal funds by limiting default
risk, market risk and reinvestment risk. We mitigate default risk by investing in high grade investment securities. By policy, we limit the amount of credit exposure to an issuer, except U.S.
Treasuries and U.S. agencies. We do not use interest rate derivative instruments to manage interest rate exposures nor do we invest for trading or speculative purposes. The fair market value of our
fixed rate securities may be adversely impacted by increases in interest rates while income earned on floating rate securities may decline as a result of decreases in interest rates. A hypothetical
100 basis-point (one percentage point) increase or decrease in interest rates compared to rates at December 25, 2010 and December 26, 2009 would have affected the fair value of our
investment portfolio by less than $2.6 million and $4.0 million, respectively.

Item 8:Financial Statements and Supplementary Data

Consolidated Financial Statements

The consolidated financial statements and supplementary data of FormFactor required by this item are included in the section entitled
"Consolidated Financial Statements" of this Annual Report on Form 10-K. See Item 15(a)(1) for a list of our consolidated financial statements.

Item 9:Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

62

---



Table of Contents

Item 9A:Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on our management's evaluation (with the participation of our principal executive officer and principal financial officer), as of
the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the "Exchange Act")) were 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
SEC rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during fiscal 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for FormFactor. Our management with the participation of our principal executive officer and principal financial
officer conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 25, 2010. This evaluation was based on the framework established in Internal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our
assessment under the framework inInternal ControlIntegrated Framework, our management concluded that our internal control over financial
reporting was effective as of December 25, 2010.

The
effectiveness of our internal control over financial reporting as of December 25, 2010 has been audited by PricewaterhouseCoopers LLP, an independent registered public
accounting firm, as stated in their report which appears in this Form 10-K.

Limitations on the Effectiveness of Controls

Control systems, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control
systems' objectives are being met. Further, the design of any control systems must reflect the fact that there are resource constraints, and the benefits of all controls must be considered relative to
their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations
include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Control systems can also be circumvented by the individual acts
of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based, in part, on certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of
changes in conditions or deterioration in the degree of compliance with policies or procedures.

63

---



Table of Contents

CEO and CFO Certifications

We have attached as exhibits to this Form 10-K the certifications of our Chief Executive Officer and Chief Financial
Officer, which are required in accordance with the Exchange Act. We recommend that this Item 9A be read in conjunction with the certifications for a more complete understanding of the subject
matter presented.

Item 9B:Other Information

None.

64

---





Table of Contents

PART III

Item 10:Directors, Executive Officers and Corporate Governance

Information concerning our board of directors, committees and directors, including our audit committee and audit committee financial
expert, will be included in our Proxy Statement for our 2011 annual meeting of stockholders, under the section entitled "Proposal No. 1Election of Directors". The information in
such portions of the Proxy Statement is incorporated in this Annual Report on Form 10-K by reference.

For
biographical information with respect to our directors and executive officers, see Part I, Item 1 of this Annual Report on Form 10-K under the
section entitled "Directors and Executive Officers".

Information
concerning Section 16(a) beneficial ownership reporting compliance will appear in our Proxy Statement under the section entitled "Section 16(a) Beneficial
Ownership Reporting Compliance". The information in such portion of the Proxy Statement is incorporated in this Annual Report on Form 10-K by reference.

We
have adopted a Statement of Corporate Code of Business Conduct that applies to all directors, officers and employees of FormFactor and a Statement of Financial Code of Ethics that
applies to our chief executive officer, chief financial officer, and other employees in our finance department. Information concerning these codes will appear in our Proxy Statement under the section
entitled "Proposal No. 1Election of DirectorsCorporate Codes". The information in such portion of the Proxy Statement is incorporated in this Annual Report on
Form 10-K by reference.

Item 11:Executive Compensation

Information concerning executive officer compensation and related information will appear in our Proxy Statement under the section
entitled "Compensation Discussion and Analysis", "Executive Compensation and Related Information", "Report of the Compensation Committee" and "Proposal No. 1Election of
DirectorsCompensation Committee Interlocks and Insider Participation". Information concerning director compensation and related information will appear in our Proxy Statement under the
section entitled "Proposal No. 1Election of Directors". The information in such portions of the Proxy Statement is incorporated in this Annual Report on
Form 10-K by reference.

Item 12:Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information concerning the security ownership of certain beneficial owners and management and related stockholder matters will appear
in our Proxy Statement under the section entitled "Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters". The information in such portion of the Proxy Statement is incorporated in this Annual Report on Form 10-K by reference.

Information
concerning our equity compensation plans will appear in our Proxy Statement under the section entitled "Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder MattersEquity Compensation Plans". The information in such portion of the Proxy Statement is incorporated in this Annual Report on Form 10-K by
reference.

Item 13:Certain Relationships and Related Transactions, and Director Independence

Information concerning certain relationships and related transactions, including our related person transactions policy will appear in
our Proxy Statement under the section entitled "Certain Relationships and Related Transactions". The information in such portion of the Proxy Statement is incorporated in this Annual Report on
Form 10-K by reference.

65

---



Table of Contents

Information
concerning director independence will appear in our Proxy Statement under the section entitled "Proposal No. 1Election of Directors". The information in
such portion of the Proxy Statement is incorporated in this Annual Report on Form 10-K by reference.

Item 14:Principal Accounting Fees and Services

Information concerning principal accounting fees and services and the audit committee's pre-approval policies and
procedures will appear in our Proxy Statement under the section entitled "Proposal No. 2Ratification of Selection of Independent Registered Public Accounting Firm". The information
in such portion of the Proxy Statement is incorporated in this Annual Report on Form 10-K by reference.

66

---





Table of Contents

PART IV

Item 15:Exhibits, Financial Statement Schedules



Incorporated by ReferenceExhibit
Number

Exhibit Description

Form

File No

Date of
First Filing

Exhibit
Number

Filed
Herewith3.01

Amended and Restated Certificate of Incorporation of the Registrant as filed with the Delaware Secretary of State on June 17, 2003


S-1


333-109815


10/20/03


3.013.02

Amended and Restated Bylaws of the Registrant


8-K


000-50307


5/25/05


3.024.01

Specimen Common Stock Certificate


S-1/A


333-86738


5/28/02


4.014.02

Stockholders Agreement by and among the Registrant, Dr. Igor Y. Khandros, Susan Bloch and Richard Hoffman dated February 9, 1994


S-1


333-86738


4/22/02


4.034.03

Stockholders Agreement by and among the Registrant, Dr. Igor Y. Khandros, Susan Bloch and Milton Ohring dated April 11, 1994


S-1


333-86738


4/22/02


4.044.04

Stockholders Agreement by and among the Registrant, Dr. Igor Y. Khandros, Susan Bloch and Benjamin Eldridge dated August 12, 1994


S-1


333-86738


4/22/02


4.054.05

Stockholders Agreement by and among the Registrant, Dr. Igor Y. Khandros, Susan Bloch and Charles Baxley, P.C. dated September 8, 1994


S-1


333-86738


4/22/02


4.0610.01+

Form of Indemnity Agreement


S-1/A


333-86738


5/28/02


10.0110.02+

Form of Change of Control Severance Agreement


10-K


000-50307


3/14/05


10.4810.03+

1996 Stock Option Plan, and form of option grant


S-1


333-86738


4/22/02


10.0310.04+

Incentive Option Plan, and form of option grant


S-1


333-86738


4/22/02


10.0410.05+

Management Incentive Option Plan, and form of option grant


S-1


333-86738


4/22/02


10.05


67

---



Table of Contents

Incorporated by ReferenceExhibit
Number

Exhibit Description

Form

File No

Date of
First Filing

Exhibit
Number

Filed
Herewith10.06+

2002 Equity Incentive Plan, as amended, and forms of plan agreements














X10.07+

2002 Employee Stock Purchase Plan, as amended


10-Q


000-50307


8/7/07


10.0110.08+

Key Employee Bonus Plan, as amended


10-Q


000-50307


5/7/07


10.0110.09+

Separation Agreement and General Release dated January 30, 2007 with Joseph R. Bronson


8-K


000-50307


1/31/07


10.0110.10+

Separation Agreement and General Release dated March 20, 2008 with Ronald C. Foster


8-K


000-50307


3/26/08


10.0110.11+

Employment Offer Letter dated November 23, 2007 to Dr. Mario Ruscev


8-K


000-50307


1/7/08


99.0110.12+

Employment Offer Letter dated September 25, 2007 to Jorge L. Titinger


10-K


000-50307


2/27/08


10.1210.13+

Separation Agreement and General Release dated April 15, 2008 with Jorge L. Titinger


8-K


000-50307


4/21/08


10.0110.14+

Employment Offer Letter dated March 1, 2008 to Jean B. Vernet


8-K


000-50307


3/31/08


10.0110.15+

Separation Agreement and Mutual Release dated May 1, 2009 with Dr. Igor Y. Khandros


8-K


000-50307


5/1/09


10.0110.16+

Consulting Agreement dated May 1, 2009 with Dr. Igor Y. Khandros


8-K


000-50307


5/1/09


10.0210.17+

Written description of definitive agreement to accelerate vesting of restricted stock units of Dr. Thomas J. Campbell in connection with his resignation as director


8-K


000-50307


12/16/09


10.18+

Written description of definitive agreements to increase base salaries and bonus targets for certain executive officers approved on April 16, 2007


8-K


000-50307


4/20/07


10.19+

Written description of definitive agreement regarding director compensation approved on May 21 and 22, 2008


8-K


000-50307


5/28/08


10.20+

Pacific Corporate Center Lease by and between Greenville Holding Company LLC (successor to Greenville Investors, L.P.) ("Greenville") and the Registrant dated May 3, 2001


S-1/A


333-86738


6/10/03


10.1810.21+

First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003


S-1/A


333-86738


5/7/03


10.18.110.22

Pacific Corporate Center Lease by and between Greenville and the Registrant dated May 3, 2001


S-1/A


333-86738


6/10/03


10.1910.23

First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003


S-1/A


333-86738


5/7/03


10.19.1


68

---



Table of Contents

Incorporated by ReferenceExhibit
Number

Exhibit Description

Form

File No

Date of
First Filing

Exhibit
Number

Filed
Herewith10.24

Pacific Corporate Center Lease by and between Greenville and the Registrant dated May 3, 2001


S-1/A


333-86738


6/10/03


10.2010.25

First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003


S-1/A


333-86738


5/7/03


10.20.110.26

Pacific Corporate Center Lease by and between Greenville and the Registrant dated September 7, 2004, as amended by First Amendment to Building 6 Lease dated August 16, 2006


10-Q


000-50307


11/7/06


10.0110.27+

Employment Letter Agreement, dated May 19, 2010, between G. Carl Everett, Jr. and FormFactor, Inc.


8-K


000-50307


5/25/2010


10.1+10.28+

Employment Letter Agreement, dated May 19, 2010, between Richard DeLateur and FormFactor, Inc.


8-K


000-50307


5/25/2010


10.2+10.29+

Separation Agreement and General Release, dated June 1, 2010, between Jean Vernet and FormFactor, Inc.


8-K


000-50307


6/7/2010


10.1+10.30+

Separation Agreement and General Release, dated June 6, 2010, between Mario Ruscev and FormFactor, Inc.


8-K


000-50307


6/7/2010


10.2+10.31+

Employment Letter Agreement, dated September 2, 2010, between Thomas St. Dennis and FormFactor, Inc.


8-K


000-50307


9/17/2010


99.01+21.01

List of Registrant's subsidiaries














X23.01

Consent of Independent Registered Public Accounting Firm














X24.01

Power of Attorney (included on the signature page of this Form 10-K)














X31.01

Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002














X31.02

Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002














X32.01*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002














X


*This
exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and
irrespective of any general incorporation language in any filings.+Indicates
a management contract or compensatory plan or arrangement.


69

---





Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Livermore, State of California, on the 17th day of February 2011.

FORMFACTOR, INC.By:

/s/ RICHARD DELATEUR Richard DeLateur Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)


POWER OF ATTORNEY

KNOW BY ALL PERSONS BY THESE PRESENTS, that each of the undersigned whose signature appears below constitutes and appoints Richard
DeLateur and Stuart L. Merkadeau, and each of them, the undersigned's true and lawful attorneys-in-fact and agents with full power of substitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and any other documents in connection
therewith, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act requisite and necessary to be done with respect to this Annual Report on Form 10-K, including amendments, as fully to all
intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

IN
WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated below.

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.

Signature

Title

DatePrincipal Executive Officer:/s/ THOMAS ST. DENNIS Thomas St. Dennis

Chief Executive Officer and Director

February 17, 2011Principal Financial Officer and Principal
Accounting Officer:/s/ RICHARD DELATEUR Richard DeLateur

Chief Financial Officer

February 17, 2011


70

---



Table of Contents

Signature

Title

DateAdditional Directors:/s/ G. CARL EVERETT, JR. G. Carl Everett, Jr.

Director

February 17, 2011/s/ LOTHAR MAIER Lothar Maier

Director

February 17, 2011/s/ JAMES A. PRESTRIDGE James A. Prestridge

Director

February 17, 2011/s/ EDWARD ROGAS, JR Edward Rogas, Jr

Director

February 17, 2011


71

---





Table of Contents



Report of Independent Registered Public Accounting Firm

To
the Board of Directors and Stockholders of FormFactor, Inc:

In
our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, stockholders' equity, and cash flows present fairly, in all material
respects, the financial position of FormFactor, Inc. and its subsidiaries at December 25, 2010 and December 26, 2009 and the results of their operations and their cash flows for
each of the three years in the period ended December 25, 2010 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 25, 2010, based on criteria established in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective
internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A of this Annual Report on
Form 10-K. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits
of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PRICEWATERHOUSECOOPERS LLPSan Jose, California
February 17, 2011

72

---





Table of Contents

FORMFACTOR, INC.        CONSOLIDATED BALANCE SHEETS

December 25,
2010

December 26,
2009(In thousands, except share
and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
121,207

$
122,043Marketable securities


226,028


327,192Restricted cash


383


Accounts receivable, net


28,598


29,412Inventories


25,764


25,548Deferred tax assets


329


3,296Refundable income taxes





26,774Prepaid expenses and other current assets


13,982


12,346Total current assets


416,291


546,611Restricted cash


297


680Property and equipment, net


37,311


97,758Deferred tax assets


5,445


2,202Other assets


6,710


8,717Total assets

$
466,054

$
655,968LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payable

$
14,948

$
29,250Accrued liabilities


24,045


23,417Income taxes payable


1,894


481Deferred revenue


4,637


10,856Total current liabilities


45,524


64,004Long-term income taxes payable


4,248


6,423Deferred rent and other liabilities


5,081


5,626Deferred tax liability





2,134Total liabilities


54,853


78,187Commitments and contingencies (Note 9)Stockholders' equityPreferred stock, $0.001 par value:10,000,000 shares authorized; no shares issued and outstanding at December 25, 2010 and December 26, 2009, respectively





Common stock, $0.001 par value:250,000,000 shares authorized; 50,587,917 and 49,762,008 shares issued and outstanding at December 25, 2010 and December 26, 2009,
respectively


52


50Additional paid-in capital


651,263


630,333Accumulated other comprehensive income


2,027


1,253Retained earnings (accumulated deficit)


(242,141
)

(53,855
)Total stockholders' equity


411,201


577,781Total liabilities and stockholders' equity

$
466,054

$
655,968


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

73

---





Table of Contents

FORMFACTOR, INC.        CONSOLIDATED STATEMENTS OF OPERATIONS

Fiscal Year EndedDecember 25,
2010

December 26,
2009

December 27,
2008(In thousands, except per share data)Revenues

$
188,565

$
135,335

$
210,189Cost of revenues


190,837


134,516


173,926Gross profit (loss)


(2,272
)

819


36,263Operating expenses:Research and development


55,389


57,509


65,509Selling, general and administrative


67,208


78,428


95,208Restructuring charges, net


15,908


8,780


9,157Impairment of long-lived assets


56,401


1,288


4,400Total operating expenses


194,906


146,005


174,274Operating loss


(197,178
)

(145,186
)

(138,011
)Interest income, net


2,546


3,282


12,446Other income (expense), net


4,426


(535
)

653Loss before income taxes


(190,206
)

(142,439
)

(124,912
)Provision for (benefit from) income taxes


(1,920
)

13,214


(44,291
)Net loss

$
(188,286
)
$
(155,653
)
$
(80,621
)Net loss per share:Basic and diluted

$
(3.75
)
$
(3.15
)
$
(1.65
)Weighted-average number of shares used in per share calculations:Basic and diluted


50,246


49,483


48,905


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

74

---





Table of Contents

FORMFACTOR, INC.        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Common Stock



Accumulated
Other
Comprehensive
Income (Loss)

Retained
Earnings
(Accumulated
Deficit)Additonal
Paid-in
CapitalShares

Amount

Total(In thousands, except shares)Balances, December 29, 2007


48,642,258

$
49

$
573,553

$
929

$
182,419

$
756,950Issuance of common stock pursuant to exercise of options for cash


113,200





715








715Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld


20,501





(144
)







(144
)Issuance of common stock under the Employee Stock Purchase Plan


286,349





5,108








5,108Tax benefit from exercise of common stock options








526








526Stock-based compensation








22,537








22,537Components of other comprehensive income (loss):Unrealized gain (loss) on marketable securities, net of tax











248





248Translation adjustments











745





745Net loss














(80,621
)

(80,621
)Comprehensive loss

















(79,628
)Balances, December 27, 2008


49,062,308


49


602,295


1,922


101,798


706,064Issuance of common stock pursuant to exercise of options for cash


319,386


1


4,271








4,272Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld


111,158





(743
)







(743
)Issuance of common stock under the Employee Stock Purchase Plan


269,156





3,601








3,601Tax benefit from exercise of common stock options








10








10Stock-based compensation








20,899








20,899Components of other comprehensive income (loss):Unrealized gain (loss) on marketable securities, net of tax











(981
)




(981
)Translation adjustments











312





312Net loss














(155,653
)

(155,653
)Comprehensive loss

















(156,322
)Balances, December 26, 2009


49,762,008


50


630,333


1,253


(53,855
)

577,781Issuance of common stock pursuant to exercise of options for cash


115,597





698








698Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld


414,441





(762
)







(762
)Issuance of common stock under the Employee Stock Purchase Plan


365,871


2


3,786








3,788Purchase and retirement of common stock


(70,000
)




(626
)







(626
)Stock-based compensation








17,834








17,834Components of other comprehensive income (loss):Unrealized gain (loss) on marketable securities, net of tax











(235
)




(235
)Translation adjustments











1,009





1,009Net loss














(188,286
)

(188,286
)Comprehensive loss

















(187,512
)Balances, December 25, 2010


50,587,917

$
52

$
651,263

$
2,027

$
(242,141
)
$
411,201


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

75

---





Table of Contents

FORMFACTOR, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWS

Fiscal Year EndedDecember 25,
2010

December 26,
2009

December 27,
2008(In thousands)Cash flows from operating activities:Net loss

$
(188,286
)
$
(155,653
)
$
(80,621
)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization


28,155


32,706


31,719Amortization of investments


469


204


462Stock-based compensation expense


17,613


20,776


22,868Deferred income tax provision (benefit)


(2,105
)

39,131


(15,281
)Excess tax benefits from equity based compensation plans





(841
)

(273
)Provision for (benefit from) doubtful accounts receivable


(1,071
)

5,040


4,147Provision for excess and obsolete inventories


11,389


7,032


16,268Write-offs and loss on disposal of long-lived assets


431


430


593Non-cash restructuring


8,974


366


980Impairment of long-lived assets


56,401


1,288


4,400Gain on release of secured borrowing


(3,481
)




Foreign currency transaction gains


(291
)

(613
)

Changes in assets and liabilities:Accounts receivable


3,225


610


31,206Inventories


(11,551
)

(13,716
)

(6,052
)Prepaids and other current assets


(1,636
)

4,722


(174
)Refundable income taxes


25,843


2,701


(27,373
)Other assets


66


6,402


2,303Accounts payable


(13,006
)

(322
)

(1,596
)Accrued liabilities


4,634


(5,573
)

(3,534
)Income tax payable


(732
)

(3,030
)

(3,396
)Deferred rent


(1,920
)

(231
)

(425
)Deferred revenues


(6,217
)

5,904


(591
)Net cash used in operating activities


(73,096
)

(52,667
)

(24,370
)Cash flows from investing activities:Acquisition of property and equipment


(30,914
)

(19,173
)

(30,434
)Proceeds from sales of property and equipment


293


201


189Purchases of marketable securities


(341,292
)

(587,797
)

(273,928
)Proceeds from maturities of marketable securities


432,549


399,023


56,015Proceeds from sales of marketable securities


9,205


45,364


287,331Payments made in connection with acquisition of assets





(12,026
)

Release of restricted cash








1,570Net cash provided by (used in) investing activities


69,841


(174,408
)

40,743Cash flows from financing activities:Proceeds from issuances of common stock, net of issuance costs


3,724


7,129


5,679Excess tax benefits from equity based compensation plans





841


271Purchase and retirement of common stock


(626
)




Proceeds from secured borrowing





3,480


Net cash provided by financing activities


3,098


11,450


5,950Effect of exchange rate changes on cash and cash equivalents


(679
)

(258
)

371Net increase (decrease) in cash and cash equivalents


(836
)

(215,883
)

22,694Cash and cash equivalents, beginning of year


122,043


337,926


315,232Cash and cash equivalents, end of year

$
121,207

$
122,043

$
337,926Non-cash investing activities:Purchases of property and equipment through accounts payable and accruals

$
1,997

$
4,430

$
9,720Supplemental disclosure of cash flow information:Income taxes refunded, net

$
(24,882
)
$
(25,787
)
$
(1,230
)


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

76

---





Table of Contents

FORMFACTOR, INC.        NOTES TO CONSOLIDATED FINANCIAL STATEMENT

Note 1Formation and Business of the Company

FormFactor, Inc. (the "Company") was incorporated in Delaware on April 15, 1993 and designs, develops, manufactures, sells and supports precision, high performance advanced
semiconductor wafer probe cards. We are based in Livermore, California, home to our corporate offices, research and development, and manufacturing locations. We have facilities in the United States,
Singapore, Japan, Germany, Taiwan, Italy, South Korea and the People's Republic of China.



Our fiscal year ends on the last Saturday in December. The fiscal years ended on December 25, 2010, December 26, 2009,
and December 27, 2008, respectively, consisted of 52 weeks.



Certain reclassifications have been made to the prior year's Consolidated Statements of Cash Flows and Consolidated Statements of
Operations to conform to the current year presentation.



In the third quarter of fiscal 2010, we recorded a $4.1 million adjustment to cost of revenues net of $0.5 million income
tax benefit, which resulted from an error in the calculation of capitalized manufacturing variances starting in the first quarter of fiscal 2009 through the second quarter of fiscal 2010. The error
caused the understatement of cost of revenues and the overstatement of the overhead capitalized in inventory for most quarters. The income tax benefit resulted from higher net losses in 2009 due to
higher cost of revenue expenses. We are able to carry back the increase in the 2009 loss to recover more prior year tax payments. Out of the total adjustment, a $2.9 million adjustment to cost
of revenues net of $0.5 million income tax benefit was related to fiscal 2009. Management and the Audit Committee believe that such amounts are not material to current and previously reported
financial statements.

In
fiscal 2009 and fiscal 2008, we did not record any out of period adjustments.

Note 2Summary of Significant Accounting Policies



The consolidated financial statements include our accounts and those of our wholly owned subsidiaries. All material intercompany
balances and transactions have been eliminated.

Translation
gains and losses resulting from the process of re-measuring into the United States of America dollar, the foreign currency financial statements of our wholly
owned subsidiaries, for which the United States of America dollar is the functional currency, are included in operations. We translate assets and liabilities of foreign subsidiaries, whose functional
currency is their local currency, at exchange rates in effect at the balance sheet date. We translate revenue and expenses at the monthly average exchange rates. We include accumulated net translation
adjustments in stockholders' equity as a component of accumulated other comprehensive income.

77

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 2Summary of Significant Accounting Policies (Continued)



The preparation of consolidated financial statements in conformity with GAAP 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 financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates. Estimates may change as new information is obtained. Significant items that are subject to such estimates include the
fair value of revenue elements, fair value of marketable securities, allowance for doubtful accounts, reserves for product warranty, valuation of obsolete and slow moving inventory, valuation of
intangible assets, the assessment of recoverability of long-lived assets, valuation and recognition of stock-based compensation, provision for income taxes and related deferred tax assets,
valuation and tax liabilities and accruals for other liabilities. Actual results could differ from those estimates.



We transact business in various foreign currencies, primarily the Japanese Yen. We enter into forward foreign exchange contracts in an
effort to mitigate the risks associated with currency fluctuations on certain foreign currency balance sheet exposures. Gains and losses resulting from the impact of currency exchange rate movements
on forward foreign exchange contracts designated to offset certain foreign currency balance sheet exposures are recognized as "Other income (expense), net" in the Consolidated Statements of Operations
in the period in which the exchange rates change. These gains and losses are intended to partially offset the foreign currency exchange gains and losses on the underlying exposures being hedged. We
record the fair value of these contracts as of the
end of our reporting period in the Consolidated Balance Sheet. We do not use derivative financial instruments for trading or speculative purposes.



Cash and cash equivalents consist of deposits and financial instruments which are readily convertible into cash and have original
maturities of 90 days or less at the time of acquisition. Marketable securities consist primarily of highly liquid investments with maturities of greater than 90 days when purchased. We
generally classify our marketable securities at the date of acquisition as available-for-sale. These securities are reported at fair value with the related unrealized gains and
losses included in "Accumulated other comprehensive income (loss)", a component of stockholder's equity, net of tax. Any unrealized losses which are considered to be
other-than-temporary impairments are recorded in "Other income (expense), net" in the Consolidated Statements of Operations. Realized gains (losses) on the sale of marketable
securities are determined using the specific-identification method and recorded in "Other income (expense), net" in the Consolidated Statements of Operations. We measure our cash equivalents and
marketable securities at fair value. Whenever possible, the fair values of our financial assets and liabilities are determined using quoted market prices of identical assets or quoted market prices of
similar assets from active markets. Level 1 valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2
valuations are obtained from quoted market prices in active markets involving similar assets. Level 3 valuations are based on unobservable inputs to the valuation methodology and include our
own data about assumptions market participants would use in pricing the asset or liability based on the best

78

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 2Summary of Significant Accounting Policies (Continued)

information
available under the circumstances. Each level of input has different levels of subjectivity and difficulty involved in determining fair value.

All
of our available-for-sale investments are subject to a periodic impairment review. We record a charge to earnings when a decline in fair value is
significantly below cost basis and judged to be other-than-temporary, or have other indicators of impairments. If the fair value of an
available-for-sale investment is less than its amortized cost basis, an other-than-temporary impairment is triggered in circumstances where
(1) we intend to sell the instrument, (2) it is more likely than not that we will be required to sell the instrument before recovery of its amortized cost basis, or (3) a credit
loss exists where we do not expect to recover the entire amortized cost basis of the instrument. If we intend to sell or it is more likely than not that we will be required to sell the
available-for-sale investment before recovery of its amortized cost basis, we recognize an other-than- temporary impairment in earnings equal to the
entire difference between the investment's amortized cost basis and its fair value.



The carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts
payable, accrued compensation and other accrued liabilities, approximate fair value because of their short maturities. Estimates of fair value of fixed-income securities are based on quoted market
prices from active markets or third party, market-based pricing sources which we believe to be reliable. These estimates represent the third parties' good faith opinion as to what a buyer in the
marketplace would pay for a security in a current sale.



Under the terms of one of our facility leases, we provide security to the landlord in the form of letters of credit. As of
December 25, 2010 and December 26, 2009, restricted cash included $0.7 million of letters of credit secured by a certificate of deposit.



Inventories are stated at the lower of cost (principally standard cost which approximates actual cost on a first-in,
first-out basis) or market value. The provision for potentially excess and obsolete inventory is made based on management's analysis of inventory levels and forecasted future sales. Once
the value is adjusted, the original cost of our inventory less the related inventory write-down represents the new cost basis of such products. Reversal of these write downs is recognized
only when the related inventory has been scrapped or sold. Shipping and handling costs are classified as a component of "Cost of revenues" in the Consolidated Statements of Operations.

We
design, manufacture and sell a fully custom product into a market that has been subject to cyclicality and significant demand fluctuations. Probe cards are complex products, custom to
a specific chip design and have to be delivered on short lead-times. Probe cards are manufactured in low volumes, but for certain materials, the material purchases are often subject to
minimum purchase order quantities in excess of the actual underlying probe card demand. It is not uncommon for us to acquire production materials and start certain production activities based on
estimated production yields and forecasted demand prior to or in excess of actual demand for our wafer probe cards. These factors make inventory valuation adjustments part of our normal recurring cost
of revenue. Aggregate inventory write downs were $11.4 million, $7.0 million and $16.3 million for the fiscal years ended

79

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 2Summary of Significant Accounting Policies (Continued)

December 25,
2010, December 26, 2009, and December 27, 2008, respectively. We retain a portion of the excess inventory until the customer's design is discontinued. The inventory
may be used to satisfy customer warranty demand.

When
our products have been delivered, but the revenue associated with that product is deferred because the related revenue recognition criteria have not been met, we defer the related
inventory costs. The deferred inventory costs do not exceed the deferred revenue amounts.



Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided on a
straight-line method over the following estimated useful lives of the assets: 5 to 7 years for machinery and equipment, 3 to 5 years for computer equipment and software and
5 years for furniture and fixtures. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset. Construction in progress assets
are not depreciated until the assets are placed in service. Upon sale or retirement of assets, the cost and related accumulated depreciation or amortization, are removed from the balance sheet and the
resulting gain or loss is reflected in operations.



Intellectual property assets represent asset acquisition-related developed technology rights and are amortized on a
straight-line basis over the periods of benefit, ranging from 3 to 5 years. We classify all identified intangible assets within "Other assets" in the Consolidated Balance Sheets.
For further discussion of identified intangible assets, see
Note 3Balance Sheet Components of the Notes to the Consolidated Financial Statements. We perform a quarterly review of intangible assets to determine if facts and circumstances
indicate that the useful life is shorter than we had originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, we assess the
recoverability of identified intangible assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their
respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets.



We test long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their
carrying amounts may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes
in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or
operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or
disposed of significantly before the end of its estimated useful life.

Recoverability
is assessed based on the carrying amounts of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result
from the use and the eventual disposal of the asset, as well as specific appraisals in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair
value.

80

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 2Summary of Significant Accounting Policies (Continued)



We classify long-lived assets as held for sale when certain criteria are met, including: management's commitment to a plan
to sell the assets; the availability of the assets for immediate sale in their present condition; whether an active program to locate buyers and other actions to sell the assets has been initiated;
whether the sale of the assets is probable and their transfer is expected to qualify for recognition as a completed sale within one year; whether the assets are being marketed at reasonable prices in
relation to their fair value; and how unlikely it is that
significant changes will be made to the plan to sell the assets. Long-lived assets held for sale are classified within "Prepaid expenses and other current assets" in the Consolidated
Balance Sheets.

We
measure long-lived assets to be disposed of by sale at the lower of the carrying amount or fair value less cost to sell. Fair value is determined using quoted market
prices or the anticipated cash flows discounted at a rate commensurate with the risk involved. Changes to our estimated fair values of such assets are recorded in the periods in which such changes are
identified.



Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, marketable
securities and trade receivables. Our cash equivalents and marketable securities are held in safekeeping by large, creditworthy financial institutions. We invest our excess cash primarily in U.S.
banks, government and agency bonds, money market funds and corporate obligations. We have established guidelines relative to credit ratings, diversification and maturities that seek to maintain safety
and liquidity. Deposits in these banks may exceed the amounts of insurance provided on such deposits. To date, we have not experienced any losses on our deposits of cash and cash equivalents.

We
market and sell our products to a narrow base of customers and generally do not require collateral. In fiscal 2010, three customers accounted for 21%, 13%, and 12% of revenues. In
fiscal 2009, one customer accounted for 49% of revenues. In fiscal 2008, three customers accounted for 30%, 14%, and 11% of revenues.

At
December 25, 2010, three customers accounted for approximately 21%, 19% and 11% of accounts receivable. At December 26, 2009, three customers accounted for approximately
23%, 19% and 11% of accounts receivable. We operate in the intensely competitive semiconductor industry, including the DRAM and Flash markets, which have been characterized by price erosion, rapid
technological change, short product life, cyclical market patterns and heightened foreign and domestic competition. Significant technological changes in the industry could affect operating results
adversely.

Certain
components that meet our requirements are available only from a limited number of suppliers. The rapid rate of technological change and the necessity of developing and
manufacturing products with short lifecycles may intensify these risks. The inability to obtain components as required, or to develop alternative sources, if and as required in the future, could
result in delays or reductions in product shipments, which in turn could have a material adverse effect on our business, financial condition, results of operations or cash flows.

81

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 2Summary of Significant Accounting Policies (Continued)



We recognize revenue when persuasive evidence of a sales arrangement exists, delivery has occurred or services are rendered, the sales
price or fee is fixed or determinable and collectability is reasonably assured. In instances where final acceptance of the product, system, or solution is specified by the customer, revenue is
deferred until all acceptance criteria have been met.

We
offer product maintenance and repair arrangements to our customers. Amounts due from customers under these arrangements are initially recorded as deferred revenues. The fees are
recognized as revenue on a straight-line basis over the service period and related costs are recorded as incurred.

In
multiple element arrangements, we determine whether there is more than one unit of accounting. When a sale involves multiple elements, such as products sold along with services, the
entire fee from the arrangement is allocated to each respective element based on its relative fair value and recognized when revenue recognition criteria for each element are met. The amount of
revenue recognized in a given period is affected by our judgment as to whether an arrangement includes multiple elements and, if so, whether evidence of fair value exists. Changes to the elements in
an arrangement and our ability to establish fair value for those elements could affect the timing of the revenue recognition.

Revenues
from the licensing of our design and manufacturing technology, which have not been material to date, are recognized over the term of the license agreement or when the
significant contractual obligations have been fulfilled.



We offer warranties on certain products and record a liability for the estimated future costs associated with warranty claims, which is
based upon historical experience and
our estimate of the level of future costs. Warranty costs are reflected in the Statement of Operations as a cost of revenues. A reconciliation of the changes in our warranty liability is as follows
(in thousands):

Fiscal Years EndedDecember 25,
2010

December 26,
2009Warranty accrual beginning balance

$
732

$
1,098Accrual for warranties issued during the year


428


469Settlements made during the year


(727
)

(835
)Warranty accrual ending balance

$
433

$
732




Research and development expenses include expenses related to product development, engineering and material costs. All research and
development costs are expensed as incurred.

82

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 2Summary of Significant Accounting Policies (Continued)



A majority of our trade receivables are derived from sales to large multinational semiconductor manufacturers throughout the world. In
order to monitor potential credit losses, we perform ongoing credit evaluations of our customers' financial condition. An allowance for doubtful accounts is maintained for probable credit losses based
upon our assessment of the expected collectability of all accounts receivable. The allowance for doubtful accounts is reviewed on a quarterly basis to assess the adequacy of the allowance. We take
into consideration (1) any circumstances of which we are aware of a customer's inability to meet its financial obligations, and (2) our judgments as to prevailing economic conditions in
the industry and their impact on our customers. If circumstances change, and the financial condition of our customers are adversely affected and they are unable to meet their financial obligations to
us, we may need to take additional allowances, which would result in an increase in our net loss.

We
recorded a provision for doubtful accounts of $5.0 million in fiscal 2009 primarily due to the heightened risk of non-payment of accounts receivable by certain
customers that filed bankruptcy or those that were facing financial difficulty. In fiscal 2010, we recorded additional allowance for doubtful accounts in the amount of $0.3 million for accounts
determined to be uncollectible and we released $8.7 million of allowance for doubtful accounts primarily due to a reduction of $6.7 million related to the dismissal of a complaint
against a customer resulting in the write-off of previously reserved accounts receivable, a write-off of $0.5 million uncollectable debts that was previously reserved
and receipt of payments totaling approximately $1.4 million for accounts receivable that was previously reserved. The allowance for doubtful accounts consisted of the following activity for
fiscal years ended December 25, 2010, December 26, 2009 and December 27, 2008 (in thousands):

Balance at Beginning of Year

Additions

Deductions

Balance at End of YearAllowance for doubtful accounts receivableFiscal year ended December 27, 2008

$
74

$
4,635

$
(489
)
$
4,220Fiscal year ended December 26, 2009


4,220


5,040





9,260Fiscal year ended December 25, 2010


9,260


315


(8,728
)

847




Restructuring charges include costs related to employee termination benefits, cost of long-lived assets abandoned or
impaired, as well as contract termination costs. The determination of when we accrue for employee termination benefits and which standard applies depends on whether the termination benefits are
provided under a one-time benefit arrangement or under an on-going benefit arrangement. For restructuring charges recorded as an on-going benefit arrangement, a
liability for post-employment benefits is recorded when payment is probable, the amount is reasonably estimable, and the obligation relates to rights that have vested or accumulated. For
restructuring charges recorded as a one-time benefit arrangement, we recognize a liability for employee termination benefits when a plan of termination, approved by management and
establishing the terms of the benefit arrangement, has been communicated to employees. The timing of the recognition of one-time employee termination benefits is dependent upon the period
of time the employees are required to render service after

83

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 2Summary of Significant Accounting Policies (Continued)

communication.
If employees are not required to render service in order to receive the termination benefits or if employees will not be retained to render service beyond the minimum legal notification
period, a liability for the termination benefits is recognized at the communication date. In instances where employees will be retained to render service beyond the minimum legal notification period,
the liability for employee termination benefits is measured initially at the communication date based on the fair value of the liability as of the termination date and is recognized ratably over the
future service period. We continually evaluate the adequacy of the remaining liabilities under our restructuring initiatives.

We
record charges related to long-lived assets to be abandoned when the assets cease to be used. When we cease using a building or other asset with remaining
non-cancellable lease payments continuing past our use period, we record a liability for remaining payments under lease arrangements, as well as for contract termination costs, that will
continue to be incurred under a contract for its remaining term without economic benefit to us at the cease-use date.



We utilize the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the
temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse and for
operating losses and tax credit carryforwards. We estimate our provision for income taxes and amounts ultimately payable or recoverable in numerous tax
jurisdictions around the world. Estimates involve interpretations of regulations and are inherently complex. Resolution of income tax treatments in individual jurisdictions may not be known for many
years after completion of any fiscal year. We are required to evaluate the realizability of our deferred tax assets on an ongoing basis to determine whether there is a need for a valuation allowance
with respect to such deferred tax assets. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. Significant management judgment
is required in determining any valuation allowance recorded against deferred tax assets. In evaluating the ability to recover deferred tax assets, we consider available positive and negative evidence
giving greater weight to our recent cumulative losses and our ability to carryback losses against prior taxable income and, commensurate with objective verifiability, the forecast of future taxable
income including the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies.

We
recognize and measure uncertain tax positions taken or expected to be taken in a tax return if it is more likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest
benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. We report a liability for unrecognized tax benefits resulting from uncertain tax positions
taken or expected to be taken in a tax return. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent
that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The
provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest. We recognize interest and penalties
related to unrecognized tax benefits

84

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 2Summary of Significant Accounting Policies (Continued)

within
the income tax provision. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheet.

We
file annual income tax returns in multiple taxing jurisdictions around the world. A number of years may elapse before an uncertain tax position is audited and finally resolved. While
it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, we believe that our reserves for income taxes reflect the most likely outcome.
We adjust these reserves, as well as the related interest, in light of changing facts and circumstances. Settlement of any particular position could require the use of cash.



We recognize compensation expense for all stock-based awards based on the grant-date estimated fair values, net of an
estimated forfeiture rate. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the
requisite service periods in our Consolidated Statement of Operations. The fair value of stock options is measured using the Black-Scholes option pricing model while the fair value for restricted
stock awards and restricted stock units is measured based on the closing market price of our common stock on the date of grant.



Basic net loss per share available to common stockholders is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding for the period. Diluted net income per share is computed giving effect to all potential dilutive common stock, including options, warrants and
common stock subject to repurchase.

85

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 2Summary of Significant Accounting Policies (Continued)

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share is as follows (in thousands):

Fiscal Years EndedDecember 25,
2010

December 26,
2009

December 27,
2008Basic net loss per shareNumerator:Net loss

$
(188,286
)
$
(155,653
)
$
(80,621
)Denominator:Weighted average common stock outstanding


50,246


49,483


48,905Weighted average shares used in computing basic net loss per share


50,246


49,483


48,905Diluted net loss per shareNumerator:Net loss

$
(188,286
)
$
(155,653
)
$
(80,621
)Denominator:Weighted average shares used in computing basic net loss per share


50,246


49,483


48,905Add stock options, restricted stock, ESPP, warrants and common stock subject to repurchase








Weighted average shares used in computing diluted net loss per share


50,246


49,483


48,905


The
following table sets forth the weighted average potentially dilutive securities excluded from the computation in the table above because their effect would have been
anti-dilutive (in thousands):

Fiscal Years EndedDecember 25,
2010

December 26,
2009

December 27,
2008Stock options


5,021


5,258


6,775ESPP


65


123


161Restricted stock units


869


27


40Total potentially dilutive securities


5,955


5,408


6,976




Comprehensive loss includes net loss, foreign currency translation adjustments and unrealized gains (losses) on
available-for-sale securities, the impact of which has been excluded from net loss and reflected as components of stockholders' equity.

86

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 2Summary of Significant Accounting Policies (Continued)

Components
of accumulated other comprehensive income was as follows (in thousands):

December 25,
2010

December 26,
2009Unrealized gain (loss) on marketable securities, net of tax of $299 in fiscal 2010 and fiscal 2009, respectively

$
(136
)
$
99Cumulative translation adjustments


2,163


1,154Accumulated other comprehensive income

$
2,027

$
1,253




In April 2010, an update to amend the guidance on the milestone method in revenue recognition was issued. The amendment provides
guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate in research or development transactions. The amendment is effective on a
prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. We are currently evaluating the impact of adopting this
amendment on our consolidated financial statements.

In
January 2010, guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements was issued. The guidance requires new disclosures on the
transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair
value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of
the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance is effective for interim or annual financial reporting periods
beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward activity in Level 3 fair value measurements, which are
effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. Therefore, we have not yet adopted the guidance with respect to the roll forward
activity in Level 3 fair value measurements. Other than requiring additional disclosures,
adoption of this new guidance in the first quarter of fiscal 2010 did not have a material impact on our consolidated financial statements.

In
September 2009, additional authoritative guidance that modifies accounting for revenue arrangements with multiple deliverables was issued. The guidance eliminates the residual method
of revenue recognition and allows the use of an estimated selling price for undelivered elements for purposes of separating elements included in multiple-element arrangements and
allocating arrangement consideration when neither vendor-specific objective evidence nor acceptable third-party evidence of the selling price of the undelivered element are
available. We have adopted this guidance effective with the first quarter of fiscal 2011 and will be applied on a prospective basis for revenue arrangements entered into or materially modified after
the adoption date. This standard could alter the timing of how we record revenue for future arrangements, however we do not anticipate that the adoption will have a material impact on our consolidated
financial position, results of operations, or cash flows based on current business practices.

87

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 3Balance Sheet Components



Marketable securities at December 25, 2010 consisted of the following (in thousands):

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
ValueU. S. treasury

$
105,513

$
372

$
(20
)
$
105,865Agency securities


108,361


36


(224
)

108,173Commercial paper


11,988


2





11,990$
225,862

$
410

$
(244
)
$
226,028


Marketable
securities at December 26, 2009 consisted of the following (in thousands):

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
ValueU. S. treasury

$
135,061

$
300

$
(67
)
$
135,294Agency securities


172,670


339


(192
)

172,817Commercial paper


16,992








16,992Obligations of states and political subdivisions


2,071


18





2,089$
326,794

$
657

$
(259
)
$
327,192


We
typically invest in highly-rated securities with low probabilities of default. Our investment policy requires investments to be rated single-A or better,
limits the types of acceptable investments, concentration as to security holder and duration of the investment. The net unrealized losses on the Company's investments in fiscal 2010 and 2009,
respectively, were caused primarily by changes in interest rates. We believe that the unrealized losses are not other-than-temporary. We do not have a foreseeable need to
liquidate the portfolio and anticipate recovering the full cost of the securities either as market conditions improve, or as the securities mature.

The
following table summarizes the gross unrealized losses and fair value of those investments with unrealized losses, aggregated by investment category and the length of time that
individual securities has been in a continuous unrealized loss position as of December 25, 2010 (in thousands):

In Loss Position for
Less than 12 Months

In Loss Position for
12 Months or Greater

TotalFair Value

Gross
Unrealized
Loss

Fair Value

Gross
Unrealized
Loss

Fair Value

Gross
Unrealized
LossU. S. treasury

$
34,943

$
(20
)
$


$


$
34,943

$
(20
)Agency securities


65,989


(224
)







65,989


(224
)$
100,932

$
(244
)
$


$


$
100,932

$
(244
)


88

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 3Balance Sheet Components (Continued)

The
following table summarizes the gross unrealized losses and fair value of those investments with unrealized losses, aggregated by investment category and the length of time that
individual securities has been in a continuous unrealized loss position as of December 26, 2009 (in thousands):

In Loss Position for
Less than 12 Months

In Loss Position for
12 Months or Greater

TotalFair Value

Gross
Unrealized
Loss

Fair Value

Gross
Unrealized
Loss

Fair Value

Gross
Unrealized
LossU. S. treasury

$
54,863

$
(67
)
$


$


$
54,863

$
(67
)Agency securities


72,471


(192
)







72,471


(192
)$
127,334

$
(259
)
$


$


$
127,334

$
(259
)


The
contractual maturities of marketable securities as of December 25, 2010 and December 26, 2009 were as follows (in thousands):

December 25, 2010

December 26, 2009Amortized
Cost

Fair
Value

Amortized
Cost

Fair
ValueDue in one year or less

$
110,847

$
111,020

$
186,805

$
187,074Due in one year to five years


115,015


115,008


139,989


140,118$
225,862

$
226,028

$
326,794

$
327,192


Realized
gains on sales or maturities of marketable securities were $0.1 million, $18,000 and $0.5 million for fiscal 2010, fiscal 2009 and fiscal 2008, respectively.



We account for the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred
if a reasonable estimate of fair value
can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is amortized over the life of the asset. Our retirement
obligation is associated with our commitment to return property subject to operating leases in Taiwan, South Korea, Japan and Singapore to their original condition upon lease termination. We have
estimated that as of December 25, 2010, gross expected future cash flows of approximately $3.2 million would be required to fulfill these obligations.

The
carrying amount of the leasehold improvements resulting from asset retirement obligations is being amortized over the term of the related lease. In connection with our Q3 2010
Restructuring Plan, we recorded impairment charges of $1.5 million to write down the carrying amount of leasehold improvements associated with asset retirement obligations in our Singapore
manufacturing facility. This impairment charge was included within "Restructuring charges, net" in the Consolidated Statements of Operations. During the fiscal years ended December 25, 2010,
December 26, 2009, and December 27, 2008, approximately $24,000, $0.4 million and $0.2 million of the leasehold improvements were amortized to expense, respectively.

89

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 3Balance Sheet Components (Continued)

The
following is a reconciliation of the aggregate retirement liability associated with our commitment to return property to its original condition upon lease termination included in
non-current "Deferred rent and other liabilities" in the Consolidated Balance Sheets (in thousands):

Fiscal Years EndedDecember 25,
2010

December 26,
2009Asset retirement obligation beginning balance

$
2,350

$
1,893Initial amount recorded for new asset retirement obligation


265


315Liabilities settled


(453
)

Increase based on revised estimates of asset retirement obligations


702


Accretion expense


241


142Asset retirement obligation ending balance

$
3,105

$
2,350




Inventories consisted of the following (in thousands):

Fiscal Years EndedDecember 25,
2010

December 26,
2009Raw materials

$
2,736

$
2,405Work-in-progress


16,807


11,457Finished goods:Deferred cost of revenue


761


6,097Manufactured finished goods


5,460


5,589$
25,764

$
25,548


90

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 3Balance Sheet Components (Continued)



Property and equipment consisted of the following (in thousands):

Fiscal Years EndedDecember 25,
2010

December 26,
2009Machinery and equipment

$
115,847

$
115,938Computer equipment and software


35,493


34,810Furniture and fixtures


6,180


7,172Leasehold improvements


69,934


71,816227,454


229,736Less: Accumulated depreciation, amortization and enterprise-wide impairment


(207,992
)

(146,365
)19,462


83,371Construction-in-progress


17,849


14,387$
37,311

$
97,758


In
fiscal 2010 and fiscal 2009, we wrote off fully depreciated assets with an acquired cost of $6.8 million and $4.1 million, respectively.

As
discussed in Note 6Impairment of Long-lived Assets of the Notes to the Consolidated Financial Statements, in fiscal 2010 we recorded aggregated
impairment charges of $65.2 million, including $64.1 million and $1.1 million to write down the carrying values of certain property and equipment and intangible assets,
respectively. In fiscal 2009 and 2008, we recorded impairment charges totaling $1.7 million and $5.5 million, respectively.

Depreciation
and amortization of property and equipment, excluding the impairments discussed above, for the fiscal years ended December 25, 2010, December 26, 2009, and
December 27, 2008 was approximately $26.4 million, $32.2 million and $32.3 million, respectively.



Accrued liabilities consisted of the following (in thousands):

Fiscal Years EndedDecember 25,
2010

December 26,
2009Accrued compensation and benefits

$
14,724

$
11,323Accrued commissions


563


695Accrued warranty


433


732Secured borrowing





3,480Deferred rent


200


469Accrued restructuring


1,833


1,049Other accrued expenses


6,292


5,669$
24,045

$
23,417


91

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 3Balance Sheet Components (Continued)

In
November 2009, we sold all rights, title and interest in a customer's bankruptcy claim to a third party in exchange for net proceeds of less than full value of the asserted claim. The
proceeds were accounted for as a secured borrowing and included within "Accrued liabilities" in the Consolidated Balance Sheet at December 26, 2009. On October 8, 2010, we voluntarily
dismissed our complaint against this customer. As a result, we have released the amounts previously recorded as a secured borrowing and recorded a gain of $3.5 million in "Other income
(expense), net" in the Consolidated Statements of Operations in the third quarter of fiscal 2010.

In
the fourth quarter of fiscal 2010, we ceased the utilization of one facility in Livermore and our facility in Singapore that was expected to be utilized for our manufacturing
operations. In connection with these decisions, we accrued liabilities totaling $0.7 million comprised of $0.3 million and $0.4 million for the remaining lease obligations that
will continue to be incurred under operating lease contracts of the Livermore and Singapore facilities, respectively. The $0.4 million charge relating to our Singapore facility was recorded as
additional restructuring charges in connection with our Q3 2010 Restructuring Plan, as discussed in Note 4Restructuring Charges of the Notes to the Consolidated Financial
Statements.

Note 4Restructuring Charges

We implemented two restructuring plans in fiscal 2009 which included reductions of our workforce and consolidation of our facilities. The restructuring plans were designed to improve our
operating efficiency. All expenses associated with our restructuring plans are included in "Restructuring charges, net" in the Consolidated Statements of Operations.

In
the first quarter of fiscal 2009, we implemented a global reorganization and cost reduction plan (the "Q1 2009 Restructuring Plan") designed to lower our cash breakeven level in the
current market environment. The Q1 2009 Restructuring Plan extended the global cost reduction plans implemented
during fiscal 2008 and included workforce reductions of 178 employees spread across all functions of the organization. The Q1 2009 Restructuring Plan also included other actions such as the
elimination of 24 contractor positions as well as non-replacement of certain voluntary employee terminations. We recorded $7.7 million in charges for this restructuring plan in the
first quarter of fiscal 2009, of which $7.3 million related to severance and related benefits and $0.4 million related to write-down of certain assets taken out of service.
We incurred approximately $0.3 million in connection with this restructuring plan in the second quarter of fiscal 2009 related to severance and related benefits.

In
the fourth quarter of fiscal 2009, we incurred restructuring charges of $0.8 million, related to a further reduction of 10 employees in our global workforce in an effort to
lower our quarterly operating expense run rate.

The
restructuring plans we implemented in fiscal 2010 are discussed below.



In the first quarter of fiscal 2010, we implemented a restructuring plan (the "Q1 2010 Restructuring Plan") intended to align resources
in continuation of our global regionalization strategy to place more decision-making in regions close to our semiconductor customers. As part of this regionalization strategy, we initiated
the moving of certain assembly and test operations from our back-end manufacturing processes in Livermore, California to Asia, and planned to bring-up and

92

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 4Restructuring Charges (Continued)

qualify
our back-end manufacturing operations in Singapore. As a result of this restructuring plan, our worldwide headcount was expected to be reduced by 106 full-time
employees. The activities comprising this reduction in force were expected to be completed by the end of the first quarter of fiscal 2011.

We
recorded $3.4 million in charges for the Q1 2010 Restructuring Plan in fiscal 2010, which was all related to severance and related benefits.



In the second quarter of fiscal 2010, we announced a series of corporate initiatives, including a reduction in workforce, which
represented a renewed focus on streamlining and simplifying our operations as well as reducing our quarterly operating costs (the "Q2 2010 Restructuring Plan"). These actions included reducing
the scope of the previously contemplated manufacturing operations in Korea, resulting in a reduction of workforce of 16 employees related to the assembly and test function, and undertaking a
plan to rescind the previously issued severance arrangements for certain employees impacted by the Q1 2010 Restructuring Plan. As a result of this rescission plan, as of June 26, 2010,
we had reversed the existing accrual for certain of the severance costs booked in conjunction with the Q1 2010 Restructuring Plan, of $3.3 million, including the accrued retention bonus
to date. As of September 25, 2010, we completed this rescission plan.

Additionally,
the reduction in workforce impacted 67 employees spread across all functions of the organization to further streamline and simplify our operations and reduce operating
costs. The activities comprising this reduction in force were substantially completed by the end of fiscal 2010.

We
recorded $4.8 million in charges for severance and related benefits, and $1.0 million for property and equipment impairments for the Q2 2010 Restructuring Plan in
fiscal 2010, respectively. The impairment charges were related to the impairment of certain equipment and software assets related to our assembly and test operations in Korea that would no longer be
utilized.



In the third quarter of fiscal 2010, we announced a restructuring plan (the "Q3 2010 Restructuring Plan") to cease the
transition of manufacturing operations to Singapore. This decision resulted in a reduction in force of 60 employees primarily at our Singapore facility. The manufacturing activities that were
scheduled to be transitioned to Singapore will remain in Livermore, and Livermore will continue as the primary manufacturing operating location for the Company. The Company expects that the activities
comprising this reduction in force will be substantially completed by the end of the first quarter of fiscal 2011. In addition, we ceased the utilization of a portion of the facility in Singapore that
was expected to be utilized for our manufacturing operations in the fourth quarter of fiscal 2010 as additional restructuring action in connection with our Q3 2010 Restructuring Plan.

In
fiscal 2010, we recorded $1.2 million for the Q3 2010 Restructuring Plan for severance and related benefits, $7.8 million impairment charges for certain equipment
and leasehold improvements, including assets related to asset retirement obligations, in Singapore that would no longer be utilized and $0.4 million in charges for the remaining lease
obligations that will continue to be incurred under operating lease contracts of the Singapore facilities. In addition, due to the combined effect of the significant change in our business strategy in
connection with the Q3 2010 Restructuring Plan, recurring operating losses and the sustained decline in the Company's stock price, we reviewed the recoverability

93

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 4Restructuring Charges (Continued)

of
our long-lived assets in the third quarter of fiscal 2010, as discussed in Note 6Impairment of Long-lived Assets of the Notes to Consolidated Financial
Statements.



In the fourth quarter of fiscal 2010, we implemented a restructuring plan (the "Q4 2010 Restructuring Plan") including reducing
our global workforce by 10 employees across the organization. We recorded $0.6 million in charges for severance and related benefits in fiscal 2010. We expect that the activities comprising
this reduction in force will be substantially completed by the end of the first quarter of fiscal 2011.

The
following table summarizes the activities related to the restructuring actions of fiscal 2010 (in thousands):

Employee
Severance and
Benefits

Property
and Equipment
Impairment

Contract
Termination
and Other

TotalAccrual at December 29, 2007

$


$


$


$
Restructuring charges


7,629


1,113


415


9,157Cash payments


(6,902
)




(344
)

(7,246
)Non-cash settlements


(650
)

(1,113
)




(1,763
)Accrual at December 27, 2008


77





71


148Restructuring charges


8,419


366


(5
)

8,780Cash payments


(7,306
)




10


(7,296
)Non-cash settlements


(217
)

(366
)




(583
)Accrual at December 26, 2009


973





76


1,049Restructuring charges


10,057


8,787


411


19,255Reversal of charges for Q1 2010 Restructuring Plan


(3,282
)







(3,282
)Adjustments to restructuring charges








(76
)

(76
)Cash payments


(6,184
)







(6,184
)Non-cash settlements


(182
)

(8,787
)

40


(8,929
)Accrual at December 25, 2010

$
1,382

$


$
451

$
1,833


The
liabilities we have accrued represent our best estimate of the obligations we expect to incur and could be subject to adjustment as market conditions change. The cash payments
associated with our various reductions in force are expected to be paid by the end of the first quarter of fiscal 2011. As such, the restructuring accrual is recorded as a current liability within
"Accrued liabilities" in the Consolidated Balance Sheets. Restructuring charges are reflected separately as "Restructuring charges, net" in the Consolidated Statements of Operations.

94

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 5Derivative Financial Instruments

We operate and sell our products in various global markets. As a result, we are exposed to changes in foreign currency exchange rates. We utilize foreign currency forward contracts to
hedge against future movements in foreign exchange rates that affect certain existing foreign currency denominated assets and liabilities. Under this program, our strategy is to have increases or
decreases in our foreign currency exposures offset by gains or losses on the foreign currency forward contracts to mitigate the risks and volatility associated with foreign currency transaction gains
or losses. We do not use derivative financial instruments for speculative or trading purposes. Our derivative instruments, which are generally settled in the same quarter, are not designated as
hedging instruments. We record the fair value of these contracts as of the end of our reporting period to our Consolidated Balance Sheet with
changes in fair value recorded within "Other income (expense), net" in our Consolidated Statement of Operations for both realized and unrealized gains and losses.

As
of December 25, 2010, there were three outstanding foreign exchange forward contracts to sell Japanese Yen, Korean Won and to buy Taiwan Dollars. The following tables provide
information about our foreign currency forward contracts outstanding as of December 25, 2010 and December 26, 2009:

As of December 25, 2010

Contract Amount
(Local Currency)

Contract Amount
(U.S. Dollar)(In thousands)Japanese Yen


508,148

$
6,116Taiwan Dollar


(31,356
)

(1,061
)Korean Won


3,754,684


3,249Total USD notional amount of outstanding foreign exchange contracts




$
8,304




As of December 26, 2009

Contract Amount
(Local Currency)

Contract Amount
(U.S. Dollar)(In thousands)Japanese Yen


1,293,803

$
14,092Taiwan Dollar


19,777


614Korean Won


2,470,875


2,096Total USD notional amount of outstanding foreign exchange contracts




$
16,802


The
contracts outstanding at December 25, 2010 were entered into on December 24, 2010 and matured on December 28, 2010. Our foreign currency contracts are classified
within Level 2 of the fair value hierarchy as they are valued using pricing models that utilize observable market inputs. There was no change in the value of these contracts as of
December 25, 2010. Additionally, no gains or losses relating to the outstanding derivative contracts as of December 25, 2010 and December 26, 2009 were recorded during the
respective fiscal periods.

95

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 5Derivative Financial Instruments (Continued)

The
location and amount of losses related to non-designated derivative instruments that matured in the years ended December 25, 2010 and December 26, 2009 in
the Consolidated Statement of Operations are as follows (in thousands):

Losses Recognized on DerivativesLocation of Loss Recognized
on DerivativesDerivatives Not Designated as Hedging Instruments

FY2010

FY2009Foreign exchange forward contracts

Other Income (expense), net

$
(2,043
)
$
(760
)


Note 6Impairment of Long-lived Assets

The following table summarizes the components of the impairments that we recorded in fiscal 2010, 2009 and 2008 (in thousands):

Fiscal Years EndedDecember 25,
2010

December 26,
2009

December 27,
2008Impairment of long-lived assets:Restructuring

$
8,787

$
366

$
1,113Assets held for sale


342


1,000


Assets to be disposed of other than sale


2,956


288


4,400Intangible assets


1,082





Enterprise-wide impairment


52,021





Total

$
65,188

$
1,654

$
5,513




In conjunction with the Q2 2010 Restructuring Plan discussed in Note 4Restructuring Charges, we recorded an
impairment charge of approximately $1.0 million in fiscal 2010 to write off certain equipment and software assets related to our assembly and test operations in Korea that would no longer be
utilized.

As
discussed in Note 4Restructuring Charges, in conjunction with the Q3 2010 Restructuring Plan, we recorded an impairment charge of $7.8 million for
certain assets related to our Singapore manufacturing operations in fiscal 2010. This impairment was comprised primarily of $5.8 million for leasehold improvements, $0.6 million for
manufacturing equipment and $0.6 million for software and system assets related to the manufacturing operations that will be taken out of service or abandoned, as well as $0.8 million to
adjust the carrying amount of certain equipment determined to be held for sale.

In
conjunction with the restructuring actions that we implemented in fiscal 2009 and 2008, we recorded impairment charges of $0.4 million in the first quarter of fiscal 2009
related to certain assets that were taken out of service and $1.1 million in the second quarter of fiscal 2008 related to the consolidation of a facility in Livermore, California.

All
of these charges were included within "Restructuring charges, net" in the Consolidated Statements of Operations in their respective periods.

96

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 6Impairment of Long-lived Assets (Continued)



In the third quarter of fiscal 2010, we recorded aggregated impairment charges of $0.3 million in conjunction with the write
down of a building held for sale to its estimated fair value and certain furniture and fixtures at our Livermore facility that were determined to be held for sale. These impairments were included
within "Impairment of long-lived assets" in the Consolidated Statements of Operations for fiscal 2010.

In
fiscal 2009, we recorded impairment charges of $1.0 million related to certain equipment that was determined to be held for sale. The impairment charges were originally
recorded through "Cost of revenues" in the Consolidated Statement of Operations in our Form 10-K filed for fiscal 2009. However this amount has been reclassified to "Impairment of
long-lived assets" in the Consolidated Statement of Operations for fiscal 2009 in this Form 10-K to conform with the current period presentation of asset impairments.



In the second quarter of fiscal 2010, we recorded an impairment charge of $1.0 million related to the termination of an
on-going construction-in-progress project. In the third quarter of fiscal 2010, we recorded an impairment charge of $2.0 million for certain assets to be
disposed of other than sale, which was comprised of an impairment of $0.3 million related to certain leasehold improvements that will be abandoned as a result of the consolidation of office
space in Livermore and an impairment of $1.7 million related to certain construction-in-progress projects for the development and build of manufacturing equipment as
well as additional related equipment that was in-service and was identified as excess capacity. These projects were terminated during the quarter ended September 25, 2010 and as a
result these assets were fully impaired. All of these charges are included in "Impairment of long-lived assets" in the Consolidated Statements of Operations for their respective periods.

In
fiscal 2009, we recorded an impairment of $0.3 million related to the termination of certain on-going projects that were in
construction-in-progress. This impairment charge was originally recorded through "Cost of revenues" in the Consolidated Statement of Operations in the
Form 10-K filed for fiscal 2009. However, this amount has been reclassified to "Impairment of long-lived assets" in the Consolidated Statement of Operations for fiscal
2009 in this Form 10-K to conform with the current period presentation of asset impairments.

In
fiscal 2008, we recorded an impairment of $4.4 million related to construction in-progress assets in Singapore in conjunction with our decision not to proceed with
the construction of a new manufacturing facility at the proposed site in Singapore. This impairment charge is included in "Impairment of long-lived assets" in the Consolidated Statements
of Operations for fiscal 2008.



During fiscal 2010, the combination of various factors, including our renewed focus on simplifying and refocusing our operations on our
core competencies, resulted in our decision to reduce efforts geared at licensing and marketing the software underlying certain of our intangible assets related to precision motion control automation
that were acquired in conjunction with our acquisition of certain assets from Electroglas, Inc. in 2009 through a bankruptcy proceeding. As a result, we performed an impairment analysis of
these purchased intangible assets during the third quarter of fiscal 2010 and

97

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 6Impairment of Long-lived Assets (Continued)

recorded
an impairment charge of $1.1 million for the carrying amount of the impaired assets. The impairment charge was included in "Impairment of long-lived assets" in the
Consolidated Statements of Operations.



At the end of the third quarter of fiscal 2010, in addition to the specific impairments discussed above, we determined that an
enterprise-wide impairment analysis of our long-lived assets was required due to the combined effect of a sustained decline in the Company's stock price, a significant change
in our business strategy in connection with the Q3 2010 Restructuring Plan, and recurring operating losses and net cash outflows from operations. Accordingly, management reviewed the recoverability of
its long-lived assets in the third quarter of fiscal 2010.

We
determined our long-lived asset group to be our consolidated long-lived assets as we have determined that we operate as one reporting unit and segment. This
asset group includes property and equipment, as well as purchased intangible assets. The recoverability of assets to be held and used was measured by comparing the carrying amount of these assets,
after adjustment for the various specific impairments discussed above, to the estimated undiscounted future cash flows expected to be generated by the assets. If the carrying amount of the
asset exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

As
a result, we concluded that our business was not able to fully recover the carrying amount of our assets. Accordingly, we reviewed the carrying amounts at September 25, 2010 of
all of our long-lived assets for impairment. The review involved estimating the fair value in an exchange transaction of our asset group, comparing such fair value to the carrying amount
of the asset group, after adjustment for the various specific impairments discussed above, and recording impairment charges to reduce the pre-impairment carrying amount of the asset group
to its estimated fair value.

Determining
the fair value of an asset group unit is judgmental in nature and requires the use of significant estimates and assumptions, including current replacement costs, revenue
growth rates and operating margins, and discount rates, among others. Accordingly, we were required to make various estimates in determining the fair values of our asset group at September 25,
2010. Where appropriate, we utilized a market approach to estimate the fair value of our property and equipment. This approach included the identification of market prices in actual transactions for
similar assets based on asking prices for assets currently available for sale, as well as obtaining and reviewing certain direct market values based quoted prices with manufacturers and secondary
market participants for similar equipment. However, due to the highly customized nature of our manufacturing equipment we primarily utilized the cost approach to estimate the fair value of our
property and equipment. To determine the estimated fair value of our property and equipment at September 25, 2010, adjustment factors, including cost trend factors, were applied to each
individual asset's original cost in order to estimate current replacement cost. The current replacement cost was then adjusted for estimated deductions to recognize the effects of deterioration and
obsolescence from all causes, as well as indirect costs such as installation.

The
estimated fair value of the purchased intangible assets was determined based on a combination of two income-based approaches, as this combination was deemed to be the most indicative
of the Company's fair value in an orderly transaction between market participants. Under

98

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 6Impairment of Long-lived Assets (Continued)

these
two income approaches we determined fair value based on both the estimated future cash flows resulting from the licensing of the technology underlying the intangible asset, as well as the
estimated future cash savings achieved due to the avoidance of costs resulting from the internal use of the underlying technology. The estimated cash flows in each approach were discounted by an
estimated weighted-average cost of capital which reflects the overall level of inherent risk of the enterprise and the rate of return an outside investor would expect to earn.

For
each asset, we then compared the estimated fair value to the individual asset's carrying amount to determine the amount of the impairment charge. Based on this analysis, we recorded
an impairment charge of approximately $52.0 million in the third quarter of fiscal 2010. This charge, which was included in "Impairment of long-lived assets" in the Consolidated
Statements of
Operations, was comprised of $27.7 million for leasehold improvements, $11.2 million impairment for manufacturing equipment, $8.5 million impairment for computer equipment and
software, $4.4 million for construction-in-progress and $0.2 million for purchased intangible assets.

Note 7Fair Value

We use fair value measurements to record fair value adjustments to certain financial and non-financial assets and to determine fair value disclosures. Our marketable
securities are financial assets recorded at fair value on a recurring basis. We also have a building held for sale in Livermore, California as well as certain manufacturing equipment held for sale,
which are measured at fair value on a non-recurring basis and included within "Prepaid expenses and other current assets" in the accompanying Consolidated Balance Sheet.

The
accounting standard for fair value defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires disclosures about
fair value measurements. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, we consider the principal or most advantageous market in which we would
transact and consider assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The accounting
standard for fair value establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A
financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The standard describes a fair value
hierarchy based on three levels of inputs, the first two of which are considered observable and the last unobservable, that may be used to measure fair value:



99

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 7Fair Value (Continued)

We
adopted the accounting standard for fair value as of the beginning of our fiscal 2008 year for our financial assets and financial liabilities, and as of the beginning of our
2009 fiscal year as it related to nonrecurring fair value measurement requirements for non-financial assets and liabilities.



We measure and report certain assets and liabilities at fair value on a recurring basis, including money market funds, U.S. government
securities, agency securities, commercial papers and foreign currency derivatives. The following tables represent the fair value hierarchy for our financial assets (cash equivalents and marketable
securities):

Fair
value measured on a recurring basis as of December 25, 2010 (in thousands):

Level 1

Level 2

Total(In thousands)Cash equivalentsMoney market funds

$
82,996

$


$
82,996Commercial paper





16,991


16,991Marketable securitiesU. S. treasury





105,865


105,865Agency securities





108,173


108,173Commercial paper





11,990


11,990$
82,996

$
243,019

$
326,015


Fair
value measured on a recurring basis as of December 26, 2009 (in thousands):

Level 1

Level 2

Total(In thousands)Cash equivalentsMoney market funds

$
100,145

$


$
100,145Commercial paper





5,000


5,000Marketable securitiesU. S. treasury





135,294


135,294Municipal bonds





2,089


2,089Agency securities





172,817


172,817Commercial paper





16,992


16,992$
100,145

$
332,192

$
432,337


The
Level 1 assets consist of our money market fund deposits. The Level 2 assets consist of our available-for-sale investment portfolio, which are
valued utilizing a market approach. Our investments are priced by pricing vendors who provided observable inputs for their pricing without applying significant judgments. Broker's pricing is used
mainly when a quoted price is not available, the investment is not priced by our pricing vendors or when a broker price is more reflective of fair values in the market in which the investment trades.
Our broker-priced investments are labeled as Level 2 investments because fair values of these investments are based on similar assets without applying

100

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 7Fair Value (Continued)

significant
judgments. In addition, all of our investments have a sufficient level of trading volume to demonstrate that the fair values used are appropriate for these investments.



The following table represents the fair value hierarchy for our long-lived assets measured at fair value on a nonrecurring
basis at their respective measurement dates (in thousands):

Level 2

Level 3

Total

Total Losses
Fiscal 2010Long-lived assets held and used

$
38,042

$


$
38,042

$
(52,021
)Long-lived assets held for sale


790


389


1,179


(1,229
)Total

$
38,832

$
389

$
39,221

$
(53,250
)


In
conjunction with our enterprise-wide asset impairment analysis performed in the third quarter of fiscal 2010, long-lived assets held and used with a carrying
amount of $90.0 million were written down to their estimated fair value of $38.0 million at September 25, 2010, in accordance with the provisions for the impairment or disposal of
long-lived assets. The total impairment charge of $52.0 million was included in "Impairment of long-lived assets" in the Consolidated Statement of Operations during the
third quarter of fiscal 2010. The amounts in the table above reflect the results of the non-recurring fair value measurement as of the third quarter of 2010. As of December 25,
2010, there have been no additional non-recurring fair value measurements associated with these assets, and the carrying amount of these assets have been reduced for depreciation on the
new carrying values in the fourth quarter of fiscal 2010, which is discussed in Note 3Balance Sheets Components of the Notes to the Consolidated Financial Statements.

At
the end of fiscal 2009, we had a building and certain manufacturing equipment held for sale in Livermore, California, which were classified as Level 3 as we used unobservable
inputs in their valuation reflecting our assumptions that market participants would use in pricing this asset due to the absence of recent comparable market transactions and inherent lack of
liquidity. During fiscal 2010, we determined that the carrying amount of the building that is held for sale exceeded its estimated fair value. In accordance with the provisions for the impairment or
disposal of long-lived assets, this building held for sale was written down to its estimated fair value, less estimated costs to sell, of $0.8 million, resulting in a loss of
$0.1 million, which was included in "Impairment of long-lived assets" in the Consolidated Statement of Operations for fiscal 2010. As of December 25, 2010, this building held
for sale was carried at $0.8 million. Because the updated estimated fair value of the building was determined using inputs that reflected the assumptions market participants would use in
pricing the building developed based on market data obtained from sources independent of the Company, we transferred this building from Level 3 to Level 2 in fiscal 2010.

In
addition to the manufacturing equipment in Livermore that had been previously identified as held for sale, during the third quarter of fiscal 2010 we identified certain furniture and
fixtures that were determined to be held for sale. In accordance with the provisions for the impairment or disposal of long-lived assets, these furniture and fixtures were written down to
their estimated fair value, less estimated costs to sell, resulting in a loss of $0.2 million, which was included in "Impairment of long-lived assets" in the Consolidated Statement
of Operations for fiscal 2010. As of December 25,

101

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 7Fair Value (Continued)

2010,
our held for sale assets in Livermore were valued at $0.4 million and continued to be classified as Level 3 based on the fact that we used unobservable inputs in their valuation
reflecting our assumptions that market participants would use in pricing this asset due to the absence of recent comparable market transactions and inherent lack of liquidity.

During
the third quarter of fiscal 2010, in conjunction with the Q3 2010 Restructuring Plan, certain manufacturing equipment at our Singapore facility were classified as held for sale.
In accordance with the provisions for the impairment or disposal of long-lived assets, this equipment held for sale was written down to its estimated fair value, less estimated costs to
sell, resulting in a loss of $0.6 million, which was included in "Restructuring charges, net" in the Consolidated Statement of Operations for fiscal 2010. In the fourth quarter of fiscal 2010,
we recorded an additional charge of $0.3 million in "Restructuring charges, net" to adjust these assets to their estimated fair value, less estimated costs to sell, based on revised estimates
and purchase agreements with identified buyers. As of December 25, 2010, all such held for sale equipment in Singapore had been sold.

The
following table represents the fair value hierarchy for our long-lived assets measured at fair value on a nonrecurring basis at December 26, 2009 (in thousands):

Level 3

Total Losses
Fiscal 2009Long-lived assets held for sale

$
1,469

$
(1,000
)Total

$
1,469

$
(1,000
)


As
of December 26, 2009, the building held for sale at Livermore was valued at $0.9 million and was classified as Level 3 as we used unobservable inputs in its
valuation reflecting our assumptions that market participants would use in pricing this asset due to the absence of recent comparable market transactions and inherent lack of liquidity. We also
classified certain manufacturing equipment as held for sale as of December 26, 2009 and wrote the equipment down to its estimated fair value, less estimated costs to sell, resulting in a loss
of $1.0 million. These impairment charges were originally recorded through "Cost of revenues" in the Consolidated Statement of Operations in the Form 10-K filed for fiscal
2009. However these impairment charges have been reclassified to "Impairment of long-lived assets" in the Consolidated Statement of Operations in this Form 10-K for
fiscal 2010 to conform with the current year presentation of asset impairment charges. The manufacturing equipment held for sale was valued at $0.6 million at December 26, 2009, which
was classified as Level 3 as we used unobservable inputs in its valuation reflecting our assumptions that market participants would use in pricing this asset due to the absence of observable
market data on pricing and inherent lack of liquidity.

Our
fair value processes include controls that are designed to ensure appropriate fair values are recorded. Such controls include model validation, review of key model inputs, and
analysis of period-over-period fluctuations and independent recalculation of prices.

Note 8Asset Acquisition

In October 2009, we completed the acquisition of certain assets from Electroglas, Inc. ("Electroglas"), a company under Chapter 11 bankruptcy protection in Delaware. Prior
to the acquisition, Electroglas was engaged in the supply of semiconductor manufacturing equipment and

102

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 8Asset Acquisition (Continued)

software
to the semiconductor industry. The assets acquired consisted of manufacturing and testing equipment, spare parts and components related to the purchased equipment and intellectual property
assets representing developed technology rights related to precision motion control automation and all of the intellectual property rights of Electroglas, with the exception of certain trademark
rights. We believed that the acquisition of these assets would enable us to continue to improve our manufacturing efficiency and provide our customers with high quality end products. The purchase
price for the assets, including transaction costs, of approximately $11.8 million was capitalized in the fourth quarter of fiscal 2009.

Of
the total purchase price, $3.6 million was allocated to property and equipment, $7.8 million was allocated to intellectual property assets, and $0.4 million was
allocated to other current assets.

As
discussed in Note 6Impairment of Long-lived Assets, we wrote off $1.1 million carrying amount of certain purchased intellectually property in
the third quarter of fiscal 2010 and recorded $0.2 million of impairment charge to the remaining intangible assets. At December 25, 2010, the carrying amount of our intangible assets was
$4.4 million, with $5.9 million as the gross amount and $1.5 million as the accumulated amortization. We recorded $1.7 million amortization expense for our intangible
assets in fiscal 2010, of which $1.3 million was charged to cost of revenues and $0.4 million was charged to selling, general and administrative expense. The purchased intellectual
property assets had a weighted average remaining amortization period of 3.8 years at December 25, 2010. The intangible assets are included in "Other assets" in the Consolidated Balance
Sheets.

Based
on the intangible assets recorded as of December 25, 2010, and assuming no subsequent additions to or impairment of the underlying assets, the remaining estimated annual
amortization expense is expected to be as follows (in thousands):

Fiscal Year

Amount2011

$
1,1792012


1,1792013


1,1792014


883Total

$
4,420


At
December 26, 2009, the carrying amount of our intangible assets was $7.4 million, with $7.8 million as the gross amount and $0.4 million as the accumulated
amortization. The amortization of the purchased intellectual property assets was $0.4 million for fiscal 2009, of which $0.3 million was charged to cost of revenues and
$0.1 million was charged to selling, general and administrative expense. The purchased intellectual property assets had a weighted average amortization period of 4.5 years at
December 26, 2009 and the net book value was $7.4 million at December 26, 2009.

Note 9Commitments and Contingencies



We are subject to U.S. federal, state and local, and foreign governmental laws and regulations relating to the protection of the
environment, including those governing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the clean-up of

103

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 9Commitments and Contingencies (Continued)

contaminated
sites and the maintenance of a safe workplace. We believe that we comply in all material respects with the environmental laws and regulations that apply to us, including those of the
California Department of Toxic Substances Control, the Bay Area Air Quality Management District, the City of Livermore Water Resources Division and the California Division of Occupational Safety and
Health. We did not receive any notices of violations of environmental laws and regulations in fiscal 2010. In fiscal 2009 we received one notice of violation from the City of Livermore regarding a
violation of certain applicable waste water discharge limits. For the notice received, we promptly investigated the violation, took what we believed to be appropriate steps to address the cause of the
violation, and implemented corrective measures to prevent a recurrence. No provision has been made for loss from environmental remediation liabilities associated with our facilities because we believe
that it is not probable that a liability has been incurred as of December 25, 2010.

While
we believe that we are in compliance in all material respects with the environmental laws and regulations that apply to us, in the future, we may receive additional environmental
violation notices, and if received, final resolution of the violations identified by these notices could harm our operations, which may adversely impact our operating results and cash flows. New laws
and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination at our
or others' sites or the imposition of new cleanup requirements could also harm our operations, thereby adversely impacting our operating results and cash flows.



The following table describes our commitments to settle contractual obligations in cash as of December 25, 2010:

Payments Due In Fiscal Years2011

2012-2013

2014-2015

After 2015

Total(In thousands)Operating leases

$
3,912

$
5,652

$
5,601

$
14,972

$
30,137Other purchase obligations


3,756


446







$
4,202Total

$
7,668

$
6,098

$
5,601

$
14,972

$
34,339


We
lease facilities under non-cancelable operating leases with various expiration dates through 2021. The facilities generally require us to pay property taxes, insurance and
maintenance costs. Further, several lease agreements contain rent escalation clauses or rent holidays. For purposes of recognizing minimum rental expenses on a straight-line basis over the
terms of the leases, we use the date of initial possession to begin amortization. We have the option to extend or renew most of our leases which may increase the future minimum lease commitments.

Rent
expense for the fiscal years ended December 25, 2010, December 26, 2009, and December 27, 2008, was approximately $5.4 million, $5.7 million and
$6.0 million, respectively.

Other
purchase obligations are primarily for purchases of inventory and manufacturing related service contracts. For the purposes of this table, other purchase obligations are defined as
agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the
approximate timing of the transaction. The expected timing of payment of the obligations discussed above is

104

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 9Commitments and Contingencies (Continued)

estimated
based on information available to us as of December 25, 2010. Timing of payments and actual amounts paid may be different depending on the time of receipt of goods or services or
changes to agreed-upon amounts for some obligations.

The
table above excludes our gross liability for unrecognized tax benefits, which totaled approximately $17.5 million as of December 25, 2010 and are classified in deferred
taxes and other long-term tax liabilities on our consolidated balance sheet. The timing of any payments which could result from these unrecognized tax benefits will depend upon a number of
factors. Accordingly, the timing of payment cannot be estimated and has been excluded from the table above. As of December 25, 2010, the changes to our uncertain tax positions in the next
12 months, that are reasonable possible, are not expected to have a significant impact on our financial position or results of operations.



We may, from time to time in the ordinary course of our business enter into contractual arrangements with third parties that include
indemnification obligations. Under these contractual arrangements, we have agreed to defend, indemnify and/or hold the third party harmless from and against certain liabilities. These arrangements
include indemnities in favor of customers in the event that our wafer probe cards infringe a third party's intellectual property and our lessors in connection with facility leasehold liabilities that
we may cause. In addition, we have entered into indemnification agreements with our directors and certain of our officers, and our bylaws contain indemnification obligations in favor of our directors,
officers and agents. These indemnity arrangements may limit the type of the claim, the total amount that we can be required to pay in connection with the indemnification obligation and the time within
which an indemnification claim can be made. The duration of the indemnification obligation may vary, and for most arrangements, survives the agreement term and is indefinite. We believe that
substantially all of our indemnity arrangements provide either for limitations on the maximum potential future payments we could be obligated to make, or for limitations on the types of claims and
damages we could be obligated to indemnify, or for both.
However, it is not possible to determine or reasonably estimate the maximum potential amount of future payments under these indemnification obligations due to the varying terms of such obligations,
the history of prior indemnification claims, the unique facts and circumstances involved in each particular contractual arrangement and in each potential future claim for indemnification, and the
contingency of any potential liabilities upon the occurrence of events that are not reasonably determinable. We have not had any requests for indemnification under these arrangements. Our management
believes that any liability for these indemnity arrangements would not be material to our accompanying consolidated financial statements. We have not recorded any liabilities for these indemnification
arrangements on our consolidated balance sheet as of December 25, 2010.



From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. As of the filing of this
Form 10-K, we were not involved in any material legal proceedings, other than the proceedings summarized below. In the future we may become a party to additional legal proceedings
that may require us to spend significant resources, including proceedings designed to protect our intellectual property rights and to collect past due accounts receivable from our customers.

105

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 9Commitments and Contingencies (Continued)



We initiated patent infringement litigation in the United States against Phicom Corporation, a Korea corporation, and its U.S.
subsidiary, both collectively "Phicom", and against Micronics Japan Co., Ltd., a Japan corporation, and its U.S. subsidiary, both collectively "Micronics Japan." In 2005, we filed a
patent infringement lawsuit in the United States District Court for the District of Oregon against Phicom charging that it is willfully infringing four U.S. patents that cover key aspects of our wafer
probe cardsU.S. Patent Nos. 5,974,662, 6,246,247, 6,624,648, and 5,994,152. In 2006, we also filed an amended complaint in the same Oregon district court adding two additional
patents to the litigationU.S. Patent Nos. 7,073,254 and 6,615,485. Also in 2006, we filed a patent infringement lawsuit in the United States District Court for the Northern
District of California against Micronics Japan charging that it is willfully infringing four U.S. patents that cover key aspects of our wafer probe cardsU.S. Patent Nos. 6,246,247,
6,509,751, 6,624,648, and 7,073,254.

These
two district court actions were stayed pending resolution of the complaint that we filed with the United States International Trade Commission, or ITC, on or about
November 13, 2007, seeking institution of a formal investigation into the activities of Micronics Japan and Phicom. The requested investigation as filed encompassed U.S. Patent
Nos. 5,994,152, 6,509,751, 6,615,485, 6,624,648 and 7,225,538 and alleged that infringement by each of Micronics Japan and Phicom of certain of the identified patents constitute unfair acts in
violation of 19 U.S.C. Section 1337 and alleged violations of Section 337 of the Tariff Act of 1930 in the importation into the United States of certain probe card assemblies, components
thereof, and certain tested DRAM and NAND flash memory devices and products containing such devices that infringe patents owned by us.

In
November 2009, in response to a request for review of prior decisions by an ITC Administrative Law Judge, the Commission issued a decision, which is termed a "final determination,"
finding certain of FormFactor's asserted patent claims valid, but not infringed, and other asserted patent claims invalid. The Commission did not find a violation of Section 337 of the Tariff
Act of 1930 and terminated the investigation without issuing an exclusionary order against any products. We did not appeal the final determination to the Court of Appeals for the Federal Circuit. The
stay in the district court action against Micronics Japan was lifted, and in July 2010 we reached an amicable resolution of the action against Micronics Japan resulting in the dismissal of the patent
infringement lawsuit in the United States District Court for the Northern District of California. The terms and conditions of the settlement agreement are confidential. The stay in the district court
action against Phicom was also lifted and the parties engaged in a non-binding mediation in an attempt to amicable resolve the litigation. If the matter is not resolved amicably, we
anticipate the action will proceed forward.

In
July 2010, we filed a patent infringement lawsuit in the United States District Court for the Northern District of California against Micro-Probe Incorporated charging that it is
willfully infringing six U.S. patents that cover aspects of our proprietary technology and wafer probe cards. The complaint sought both injunctive relief and money damages for Micro-Probe's alleged
infringement of our U.S. Patent No. 6,441,315 for "Contact Structures With Blades Having A Wiping Motion," U.S. Patent No. 6,825,422 for "Interconnection Element With Contact Blade,"
U.S. Patent No. 6,965,244 for "High Performance Probe System," U.S. Patent No. 7,227,371 for "High Performance Probe System," U.S. Patent No. 6,246,247 for "Probe Card Assembly
and Kit, and Methods of Using Same," and U.S. Patent No. 6,624,648 for "Probe Card Assembly." The complaint also sought injunctive relief and damages against Micro-Probe for unfair competition
and further includes claims directed against a

106

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 9Commitments and Contingencies (Continued)

former
employee for breach of confidence relative to our confidential and propriety information and against the former employee and Micro-Probe for conspiring to breach that confidence. After
Micro-Probe and the former employee filed motions to dismiss, we voluntarily filed an amended complaint which was substantially similar to our original complaint except that we added a claim against
the former employee alleging misappropriation of trade secrets and we omitted the infringement allegation related to our U.S. Patent No. 6,624,648, which is the subject of a
re-examination proceeding before the USPTO. Micro-Probe and the former employee have both filed answers to our amended complaint. Micro-Probe is seeking a stay of part of the claims
pending the outcome of certain USPTO re-examination proceedings it initiated against the patents-in-suit.

In
addition to the United States litigations, we also initiated actions in Seoul, South Korea against Phicom. In 2004 we filed two actions in Seoul Southern District Court, located in
Seoul, South Korea, against Phicom alleging infringement of our Korean Patent Nos. 252,457, 324,064, 278,342 and 399,210. In the action alleging infringement of our Korean Patent
Nos. 278,342 and 399,210, the Seoul Southern District Court closed the case after rejecting our petition. We filed an appeal to the Seoul High Court regarding the decisions on our Korean Patent
Nos. 278,342 and 399,210, but elected to voluntarily withdraw the appeal. The Seoul Southern District Court also rendered decisions unfavorable to us related to our Korean Patent
Nos. 252,457 and 324,064 and the Seoul High Court dismissed our appeals of those decisions. The Seoul High Court decisions are subject to a final appeal to the Korea Supreme Court but we
elected not to file such appeals. We also in 2006 filed in the Seoul Central District Court two actions, including a preliminary injunction action, against Phicom alleging infringement of certain
claims of our Korea Patent No. 252,457. The Seoul Central District Court did not accept the preliminary injunction action and both actions have been closed.

In
response to our initiation of the infringement actions in Korea, Phicom filed in the Korean Intellectual Property Office, or KIPO, invalidity actions challenging the validity of some
or all of the claims of each of our four patents at issue in the Seoul Southern District Court infringement actions. KIPO dismissed Phicom's challenges against all four of the
patents-at-issue. Phicom appealed the dismissals of the challenges to the Korea Patent Court. In 2006, the Korea Patent Court issued a ruling upholding the validity of our
Korean Patent No. 252,457, the only one of the four patents still subject to litigation. Phicom appealed the Patent Court ruling on Korean Patent No. 252,457 to the Korea Supreme Court.
In June 2008, the Korea Supreme Court reversed the Patent Court ruling and finding invalid certain claims of our Korean Patent No. 252,457 and remanding the case for further trial. We also
filed a correction trial with
KIPO on certain claims of Korean Patent No. 252,457. KIPO issued decisions unfavorable to us in both of the actions relating to our Korean Patent No. 252,457, and, on appeal, the Korea
Patent Court also issued decisions adverse to us in both actions.

Additionally,
one or more third parties have initiated challenges in the U.S. and in foreign patent offices against certain of the above and other of our patents. These actions include
re-examination proceedings filed in the U.S. Patent and Trademark Office, USPTO, against three of our U.S. patents that were at issue in the ITC investigation. With respect to our U.S.
Patent No. 5,994,152, the re-examination proceeding has concluded and a re-examination certificate has issued. With respect to our U.S. Patent No. 6,624,648, the
matter is still pending before the USPTO. With respect to our U.S. Patent No. 6,615,485, the matter is on appeal from the decision of the USPTO examiner. Micro-Probe has filed requests for
re-examination with the USPTO directed to our U.S. Patent No. 6,246,247, U.S. Patent No. 6,825,422, U.S. Patent No. 6,441,315, U.S. Patent No. 6,965,244 and U.S. Patent
No. 7,227,371. The USPTO granted the re-examination requests directed to U.S. Patent Nos. 6,246,247,

107

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 9Commitments and Contingencies (Continued)

6,825,422
and 6,441,315, and has not yet made a determination as to whether it will grant the requests directed to U.S. Patent Nos. 6,965,244 and 7,227,371. The foreign actions include
proceedings in Taiwan against several of our Taiwan patents.

No
provision has been made for patent-related litigation because we believe that it is not probable that a liability had been incurred as of December 25, 2010. We will incur
material attorneys' fees in prosecuting and defending the various identified actions.



On February 20, 2009, we filed a complaint for breach of contract, common counts, account stated and injunctive relief against
Spansion, LLC, a Delaware limited liability company ("Spansion"), in the state superior court located in Santa Clara County, California. The complaint alleges that Spansion, in breach of
Spansion's obligations under a purchase agreement entered into by us and Spansion, has failed to pay us for probe cards that we designed, developed and manufactured pursuant to several purchase orders
placed by Spansion with us pursuant to the agreement. The complaint states that as of February 13, 2009, Spansion owed us $8.1 million for probe cards delivered by us and not paid for by
Spansion. In the complaint, we are seeking (i) payment of at least $8.1 million, (ii) a temporary protective order and an injunction enjoining Spansion from assigning or in any
way divesting itself of any monies that we believe Spansion received from a certain third party entity, (iii) a prejudgment writ of attachment in favor of us over Spansion's corporate assets
and property, (iv) costs and (v) attorney's fees. Prior to making any appearance or filing any answer in the action, Spansion filed for protection under Chapter 11 of the
Bankruptcy Laws of the United States, which served to stay our complaint against Spansion. In November 2009, we sold all rights, title and
interest in the bankruptcy claim in the aggregate face amount of $8.1 million to a third party in exchange for net proceeds of $3.5 million, and in October 2010, we voluntarily dismissed
our complaint against Spansion.

Note 10Stockholders' Equity



We have authorized 10,000,000 shares of undesignated preferred stock, $0.001 par value, none of which is issued and outstanding. Our
Board of Directors shall determine the rights, preferences, privileges and restrictions of the preferred stock, including dividends rights, conversion rights, voting rights, terms of redemption,
liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of any series.



Each share of common stock has the right to one vote. The holders of common stock are also entitled to receive dividends whenever funds
are legally available and when declared by the Board of Directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have
been declared or paid as of December 25, 2010.



On October 20, 2010, the Company's Board of Directors authorized a program to repurchase up to $50.0 million of
outstanding common stock. Under the authorized stock repurchase program, the

108

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 10Stockholders' Equity (Continued)

Company
may repurchase shares from time to time on the open market; the pace of repurchase activity will depend on levels of cash generation, current stock price, and other factors. The stock
repurchase program was announced on October 26, 2010 and expires on October 19, 2011. The program may be modified or discontinued at any time. In December 2010, we repurchased and
retired approximately 70,000 shares of common stock for $0.6 million under this repurchase authorization. There were no additional common stock repurchases during fiscal 2010.

Additionally,
we have repurchased and retired 130,000 shares for $1.2 million subsequent to December 25, 2010.

Repurchased
shares are retired upon the settlement of the related trade transactions. Our policy related to repurchases of our common stock is to charge the excess of cost over par value
to additional paid-in capital. All repurchases were made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.



We have options to purchase shares of common stock outstanding under the 1996 Stock Option Plan, the Incentive Option Plan and the
Management Incentive Option Plan (the "Plans") for which we have reserved shares for issuance upon exercise of these options. Since the effectiveness of our 2002 Equity Incentive Plan in connection
with our initial public offering, we do not grant any options under the Plans. Under the Plans, the Board of Directors had the authority to issue incentive stock options to employees and nonqualified
stock options and stock purchase rights to consultants and employees of ours. The Board of Directors had the authority to determine to whom options would be granted, the number of shares, the term and
exercise price (which could not be less than fair market value at date of grant for incentive stock options or 85% of fair market value for nonqualified stock options). If an employee owned stock
representing more than 10% of the outstanding shares, the price of each share would be at least 110% of the fair market value, as determined by the Board of Directors. Generally, the options issued
under the Plans vest 25% on the first anniversary of the vesting commencement date and on a monthly basis thereafter for a period of
an additional three years. The options have a maximum term of ten years. Unvested option exercises are subject to repurchase upon termination of the holder's status as an employee or consultant. At
December 25, 2010 and December 26, 2009, no shares of common stock were subject to our right of repurchase.

On
April 18, 2002, the Board of Directors adopted the 2002 Equity Incentive Plan ("2002 Plan"), which became effective upon the effective date of the initial public offering of
our common stock. The 2002 Plan provides for the grant of both, incentive stock options and nonqualified stock options, restricted stock and restricted stock units. The incentive stock options may be
granted to our employees and the nonqualified stock options, and all awards other than incentive stock options, may be granted to employees, directors and consultants. The exercise price of incentive
stock options must be at least equal to the fair market value of common stock on the date of grant. The exercise price of incentive stock options granted to 10% stockholders must be at least equal to
110% of the fair market value of common stock on the date of grant and vest over five years. All other options granted under the 2002 Plan are exercisable as determined by the Compensation Committee
of the Board of Directors. For options granted on or before February 9, 2006, the options generally expire ten years from date of grant and vest over three to four years. For options granted
after February 9, 2006, the options generally expire seven years from the date of grant and vest over three to four years. Options

109

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 10Stockholders' Equity (Continued)

re-granted
as a result of our stock exchange program in the fourth quarter of fiscal 2010 (see Note 11Stock-Based Compensation of Notes to the Consolidated Financial
Statements) expire five years from date of the exchange and vest over three years. Restricted stock and restricted stock units granted under the 2002 Plan generally vest over four years in annual
tranches.

We
initially reserved 500,000 shares of common stock for issuance under the 2002 Plan plus any shares that have been reserved but not issued under our prior equity plans, plus any shares
repurchased at the original purchase price and any options which expire, thereafter. In addition, on each January 1, the number of shares available for issuance under the 2002 Plan will be
increased by an amount equal to 5.0% of the outstanding shares of common stock on the preceding day.

At
December 25, 2010, 8,940,339 shares were available for grant under the 2002 Plan.



Activity of the stock options under the Plans and the 2002 Plan is set forth below:

Outstanding OptionsNumber of
Shares

Weighted
Average
Exercise Price

Weigthed
Average
Remaining
Contractual
Life in Years

Aggregate
Intrinsic
ValueOutstanding at December 29, 2007


6,611,496

$
29.18Options granted


1,141,010


20.78Options exercised


(119,674
)

5.97Options canceled


(946,012
)

34.87Outstanding at December 27, 2008


6,686,820


27.36Options granted


449,980


17.71Options exercised


(319,386
)

13.37Options canceled


(957,594
)

34.80Outstanding at December 26, 2009


5,859,820


26.17Options granted(1)


3,425,309


10.15Options exercised


(115,597
)

5.99Options canceled(2)


(3,851,145
)

28.60Outstanding at December 25, 2010


5,318,387

$
14.53


4.72

$
1,523,557Vested and expected to vest at December 25, 2010


4,709,714

$
15.13


4.50

$
1,400,082Exercisable at December 25, 2010


2,090,888

$
21.47


2.20

$
817,736


(1)Options
granted in fiscal 2010 included 679,864 shares of re-granted stock options with an exercise price of $8.61 per share as a result of our
stock option exchange program effective October 1, 2010.(2)Options
canceled in fiscal 2010 included 2,779,782 shares with a weighted average exercise price of $29.58 per share as a result of our stock option
exchange program effective October 1, 2010.


110

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 10Stockholders' Equity (Continued)




The
options outstanding and vested by exercise price at December 25, 2010 are as follows:

Options Outstanding

Options ExercisableRange of Exercise Prices

Number of
Shares

Weighted
Average
Remaining
Contractual
Term
(in years)

Weighted
Average
Exercise
Price

Number of
Shares

Weighted
Average
Exercise
Price$6.00 - $8.91


1,470,308


4.49

$
7.77


355,824

$
6.51$8.91 - $10.30


1,875,375


6.85


10.28


11,375


9.00$10.30 - $15.71


369,568


4.99


14.12


180,080


13.88$15.71 - $19.36


429,362


1.98


18.47


387,238


18.46$19.36 - $24.17


439,248


2.87


20.91


433,939


20.92$24.17 - $25.65


235,275


3.41


25.42


235,275


25.42$25.71 - $46.13


499,251


1.77


36.58


487,157


36.47Total


5,318,387


4.72

$
14.53


2,090,888

$
21.47


The
aggregate intrinsic value in the tables above represents the total pre-tax intrinsic value based on our closing stock price of $8.81 on December 23, 2010.

The
intrinsic value of option exercises during fiscal 2010 was $0.5 million. Cash received from stock option exercises in fiscal 2010 was $0.7 million. We did not realize
any gross tax benefits in connection with these exercises.

The
intrinsic value of option exercises during fiscal 2009 was $2.5 million. Cash received from stock option exercises in fiscal 2009 was $3.5 million. In connection with
these exercises, the gross tax benefit realized by us was $10,000.

The
intrinsic value of option exercises during fiscal 2008 was $1.7 million. Cash received from stock option exercises in fiscal 2008 was $0.7 million. In connection with
these exercises, the gross tax benefit realized by us was $0.5 million.

We
expect to settle employee stock option exercises by issuing new shares under the 2002 Plan.



Restricted stock units are converted into shares of our common stock upon vesting on a one-for-one basis. The
vesting of restricted stock units is subject to the employee's continuing service to

111

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 10Stockholders' Equity (Continued)

us.
Activity of the restricted stock units under our 2002 Plan for the fiscal year ended December 25, 2010 is set forth below:

Number of
Shares

Weighted
Average Grant
Date Fair ValueRestricted stock units at December 29, 2007


22,150

$
32.74Granted


653,840


19.86Vested


(27,180
)

21.51Canceled


(64,945
)

19.36Restricted stock units at December 27, 2008


583,865


19.92Granted


1,151,462


18.00Vested


(160,137
)

15.55Canceled


(83,512
)

18.44Restricted stock units at December 26, 2009


1,491,678


18.51Granted


776,318


14.57Vested


(464,050
)

18.95Canceled


(431,034
)

17.99Restricted stock units at December 25, 2010


1,372,912

$
16.29




On April 18, 2002, the Board of Directors approved the 2002 Employee Stock Purchase Plan ("2002 ESPP"). The 2002 ESPP is
designed to enable eligible employees to purchase shares of common stock at a discount on a periodic basis through payroll deductions. Effective from February 1, 2007, the offering periods
under the 2002 ESPP are a 12 month fixed offering period commencing on February 1 of each calendar year and ending on January 31 of the subsequent calendar year, and a six month
fixed offering period commencing on August 1 of each calendar year and ending on January 31 of the subsequent calendar year. The 12 month offering period consists of two six month
purchase periods and the six month offering period consists of one six month purchase period. The price of the common stock purchased is 85% of the lesser of the fair market value of the common stock
on the first day of the applicable offering period or the last day of each purchase period, 1,500,000 shares of common stock were initially reserved for issuance under the 2002 ESPP. In addition, the
number of shares available for issuance under the 2002 ESPP will be increased on each January 1 by an amount equal to 1.0% of the outstanding shares of common stock on the preceding day.

During
fiscal 2010, fiscal 2009, and fiscal 2008, employees purchased 365,871 shares, 269,156 shares, and 286,349 shares under this program at a weighted average exercise price of
$10.35, $13.37, and $17.84, respectively.

Note 11Stock-Based Compensation

We account for all stock-based compensation to employees and directors, including grants of stock options, as stock-based compensation costs in the Consolidated Financial Statements
based on the fair

112

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 11Stock-Based Compensation (Continued)

value
measured as of the date of grant. These costs are recognized as an expense in the Consolidated Statements of Operations over the requisite service period and increase additional
paid-in capital.

The
table below shows the stock-based compensation expense included in the Consolidated Statement of Operations (in thousands):

Fiscal Years EndedDecember 25,
2010

December 26,
2009

December 27,
2008Stock-based compensation expense included in:Cost of revenues

$
3,733

$
3,516

$
4,849Research and development


5,610


4,407


4,999Selling, general and administrative(1)(2)(3)


8,270


12,637


12,397Restructuring charges, net


190


216


623Total stock-based compensation


17,803


20,776


22,868Tax effect on stock-based compensation








(7,218
)Total stock-based compensation, net of tax

$
17,803

$
20,776

$
15,650


(1)Fiscal
2010 includes $0.5 million of stock-based compensation expense and an offsetting benefit of $0.7 million related to the reversal of
previously recognized expense for unvested stock options resulting from the modification and acceleration of the vesting of certain stock options and restricted stock units awarded to our former
executive members in conjunction with their departure from the Company (See Note 15Departure of Executive Officers). Additionally, fiscal 2010 includes $0.1 million of net
stock-based compensation expense resulting from the modification and acceleration of the vesting of certain stock options and restricted stock units awarded to former members of the Board of Directors
in conjunction with their departure from the Company.(2)Fiscal
2009 includes $2.5 million of stock-based compensation expense resulting from the modification and acceleration of the vesting of a portion of
the options awarded to our founder and former Executive Chairman of the Board of Directors in conjunction with his separation agreement and mutual release.(3)Fiscal
2008 includes $0.1 million of stock-based compensation expense and an offsetting benefit of approximately $0.4 million related to the
reversal of previously recognized expense for unvested stock options resulting from the acceleration of the vesting of a portion of our former Chief Financial Officer's stock options in conjunction
with his separation agreement and general release.




The exercise price of each stock option equals the market price of our stock on the date of grant. Most options are scheduled to vest
over three to four years and expire in seven years from the grant date. The fair value of each option grant is estimated on the date of grant using the Black-Scholes

113

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 11Stock-Based Compensation (Continued)

option
pricing model. In addition, we estimate forfeitures when recognizing compensation expense, and adjust our estimates of forfeitures over the requisite service period based on the extent to which
actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized as a change in estimate in the period of change and will also impact the
amount of compensation expense to be recognized in future periods.

The
following weighted-average assumptions were used in the estimated grant-date fair value calculations for stock options granted in fiscal 2010, 2009 and 2008. The
re-granted options from our stock exchange program are excluded from this table.

Fiscal Years EndedDecember 25,
2010

December 26,
2009

December 27,
2008Stock Options:Dividend yield


0
%

0
%

0
%Expected volatility


50.89
%

52.19
%

53.25
%Risk-free interest rate


1.23
%

1.68
%

3.04
%Expected life (in years)


4.42


4.69


4.75


Our
computation of expected volatility was based on a combination of historical and market-based implied volatility from traded options on our common stock. We believe that including
market-based implied volatility in the calculation of expected volatility results in a more accurate measure of the volatility expected in future periods. Risk-free interest rates are
yields for zero-coupon U.S. Treasury notes maturing approximately at the end of the expected option life. We determine the expected term by considering several factors, including
historical option exercise behavior, post vesting turnover rates, contractual terms and vesting periods of the options granted. Prior to fiscal 2009, we applied the simplified method approach for
deriving expected term. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The
mid-point between the vesting date and the expiration date is used as the expected term under this method. In fiscal 2010, we granted approximately 2.0 million stock options to
employees with vesting periods that range from two to three years and contractual terms that range from five to seven years. Because we did not have sufficient
historical data for stock options with similar vesting or contractual terms, the simplified method was applied for deriving expected term for these stock options.

Excluding
the 679,864 shares of stock options that were re-granted on October 1, 2010, 2,745,445 shares of stock options were granted in fiscal 2010 with the weighted
average grant-date fair value of $4.46 per share. During fiscal 2009 and 2008, 449,980 shares and 1,141,010 shares of stock options were granted under the 2002 Plan with the weighted
average grant-date fair values of $7.96 and $9.94 per share, respectively.

As
of December 25, 2010, the unamortized stock-based compensation balance related to stock options was $12.7 million after estimated forfeitures, which will be recognized
over an estimated period of 2.7 years based on the weighted average days to vest.

114

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 11Stock-Based Compensation (Continued)



On October 1, 2010, we completed an offer to exchange certain outstanding employee stock options to purchase shares of the
Company's common stock. Eligible for the exchange were outstanding options, vested or unvested, held by current employees (excluding directors and executive officers) with an exercise price greater
than or equal to $13.63 per share. Subject to the terms and conditions of the exchange offer, we accepted for exchange and cancelled options to purchase an aggregate of 2,779,782 shares with a
weighted average exercise price of $29.58 per share, and issued new options to purchase an aggregate of 679,864 shares with an exercise price of $8.61 per share, the closing stock price of our common
stock on October 1, 2010. The new options were granted under our 2002 Plan and vest 33% on the first anniversary of the vesting commencement date and on a monthly basis thereafter for a period
of an additional two years. The assumptions that were used in estimating grant-date fair value for these re-granted stock options were 0% dividend yield, 52.61% of expected
volatility, 3.35 years of expected life and 0.74% of risk-free interest rate. The grant-date fair value of the re-granted stock options was $3.25 per share.
The incremental compensation expense resulting from the completion of the exchange offer did not have a material impact on our consolidated financial position, results of operations and cash flows.



During the fiscal year ended December 25, 2010, 365,871 shares were issued under the 2002 ESPP. As of December 25, 2010,
we had $0.1 million of total unrecognized stock-based compensation expense, which will be recognized over the weighted average period of approximately one month. Compensation expense is
calculated using the fair value of the employees' purchase rights under the Black-Scholes model. The following assumptions were used in estimating the fair value of employees' purchase rights under
the 2002 ESPP:

Fiscal Years EndedDecember 25,
2010

December 26,
2009

December 27,
2008ESPP:Dividend yield


0
%

0
%

0
%Expected volatility


38.9% - 48.6
%

52.0% - 62.2
%

52.0% - 56.2
%Risk-free interest rate


0.17% - 0.33
%

0.26% - 2.13
%

1.88% - 5.11
%Expected life (in years)


0.5 - 1.0


0.5 - 1.0


0.5 - 1.0




The fair value of restricted stock units is determined using the market closing price of our common stock on the grant date, and
compensation cost is recognized over the vesting period on a straight line basis. The restricted stock units generally vest over four years.

During
fiscal 2010, 2009 and 2008, 776,318 shares, 1,151,462 shares and 653,840 shares of restricted stock units were granted under our 2002 Plan with the weighted average
grant-date fair values of $14.57, $18.00 and $19.86 per share, respectively. As of December 25, 2010, the unamortized stock-based compensation balance related to restricted stock
units was $13.8 million after estimated

115

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 11Stock-Based Compensation (Continued)

forfeitures,
which will be recognized over an estimated period of 2.4 years based on the weighted average days to vest.

Note 12Income Taxes

The components of loss before income taxes were as follows (in thousands):

Fiscal Years EndedDecember 25,
2010

December 26,
2009

December 27,
2008United States

$
(178,849
)
$
(130,815
)
$
(111,680
)Foreign


(11,357
)

(11,624
)

(13,232
)$
(190,206
)
$
(142,439
)
$
(124,912
)


The
components of the provision for income taxes are as follows (in thousands):

Fiscal Years EndedDecember 25,
2010

December 26,
2009

December 27,
2008Current provision (benefit):Federal

$
(2,436
)
$
(25,267
)
$
(32,244
)State


(107
)

61


985Foreign


2,728


806


2,249185


(24,400
)

(29,010
)Deferred provision (benefit):Federal


(85
)

30,889


(9,240
)State





8,518


(6,041
)Foreign


(2,020
)

(1,793
)

(2,105
)

37,614


(15,281
)Total provision for (benefit from) income taxes

$
(1,920
)
$
13,214

$
(44,291
)


In
the third quarter of fiscal 2010, we initiated a legal entity restructuring to align our corporate structure with our organizational objectives. Due to this restructuring, the Company
will not meet the conditions for the tax holiday negotiated in Singapore resulting in an increase in the local tax rate from 0% to 17%. Overall the restructuring activities and increase in Singapore
tax rate did not significantly impact the tax provision due to valuation allowances recorded against U.S. and Singapore deferred tax assets.

116

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 12Income Taxes (Continued)

Significant
deferred tax assets and liabilities consist of the following (in thousands):

Fiscal Years EndedDecember 25,
2010

December 26,
2009Tax credits

$
22,129

$
19,098Inventory reserve


18,147


15,261Other reserves and accruals


4,472


6,477Non-statutory stock options


25,062


21,941Depreciation and amortization


14,999


Net operating loss carryforwards


48,884


6,302Gross deferred tax assets


133,693


69,079Valuation allowance


(127,730
)

(59,097
)Total deferred tax assets


5,963


9,982Unrealized investment gains


(280
)

(152
)Depreciation and amortization





(6,466
)Total deferred tax liabilities


(280
)

(6,618
)Net deferred tax assets

$
5,683

$
3,364


We
are required to evaluate the realizability of our deferred tax assets on an ongoing basis in accordance with U.S. GAAP to determine whether there is a need for a valuation
allowance with respect to such deferred tax assets. During fiscal 2010, we maintained a valuation allowance against our U.S. deferred tax assets. We have also evaluated our foreign deferred tax assets
and have concluded that it is more likely than not that our Singapore deferred tax assets will not be utilized and therefore, we have recorded a full valuation allowance for those deferred tax assets.
We intend to maintain a valuation allowance until sufficient positive evidence exists to support the realizability of such deferred tax assets.

At
December 25, 2010, we had Federal research and development tax credit, net operating loss, and foreign tax credit carryforwards of approximately $17.1 million,
$104.1 million and $1.5 million, which will expire at various dates from 2015 through 2030. We had alternative minimum tax credits of $2.3 million which do not expire. We had
California research credit and net operating loss carryforwards of approximately $11.6 million and $163.6 million, respectively. The California research credit can be carried forward
indefinitely while California net operating loss carryforwards will expire at various dates from 2028 through 2030. We had Singapore net operating loss carryforwards of approximately
$16.0 million which can be carried forward indefinitely.

117

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 12Income Taxes (Continued)

The
valuation allowance against deferred tax assets consisted of the following activity for the fiscal years ended December 25, 2010, December 26, 2009 and
December 27, 2008 (in thousands):

Description

Balance at
Beginning
of Year

Additions

Deductions

Balance at
End of
YearAllowance against deferred tax assetsYear ended December 27, 2008

$
1,387

$
8

$


$
1,395Year ended December 26, 2009


1,395


57,702





59,097Year ended December 25, 2010


59,097


68,634





127,731


U.S.
income taxes and foreign withholding taxes associated with the repatriation of earnings of foreign subsidiaries were not provided for approximately $4.8 million of
undistributed earnings of its foreign subsidiaries. We intend to reinvest these earnings indefinitely in our foreign subsidiaries. If these
earnings were distributed to the United States in the form of dividends or otherwise, or if the shares of the relevant foreign subsidiaries were sold or otherwise transferred, we would be subject to
additional U.S. income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes. Determination of the amount of unrecognized deferred income tax liability related to
these earnings is not practicable.

Tax
benefits of $0, $10,000 and $0.5 million, in fiscal 2010, fiscal 2009, and fiscal 2008, respectively, associated with the exercise of employee stock options and other employee
stock programs were credited to stockholders' equity.

The
following is a reconciliation of the difference between income taxes computed by applying the federal statutory rate of 35% for 2010, 2009 and 2008 and the provision for (benefit
from) income taxes (in thousands):

Fiscal Years EndedDecember 25,
2010

December 26,
2009

December 27,
2008U.S. statutory federal tax rate

$
(66,571
)
$
(49,854
)
$
(43,719
)State taxes and credits, net of federal benefit


(5,776
)

(424
)

(3,637
)Amortization of stock-based compensation, net of tax benefit


606


484


1,377Research and development credits


(2,622
)

(2,435
)

(2,322
)Foreign net operating losses





4,628


6,266Tax exempt interest income





(90
)

(836
)Foreign taxes at rates different than the U.S.


2,765


(244
)

50Other permanent differences


1,829


2,439


(1,463
)Change in valuation allowance


68,634


57,702


(7
)Other


(785
)

1,008


Total

$
(1,920
)
$
13,214

$
(44,291
)


At
December 25, 2010, we had gross tax-effected unrecognized tax benefits of $17.5 million of which $2.4 million if recognized, would impact the
effective tax rate.

118

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 12Income Taxes (Continued)

The
following table reflects changes in the unrecognized tax benefits (in thousands):

Fiscal Years EndedDecember 25,
2010

December 26,
2009

December 27,
2008Unrecognized tax benefit beginning balance

$
17,925

$
15,816

$
19,795Additions based on tax positions related to the current year


1,610


1,620


2,452Reductions for tax positions of prior years








(4,437
)Reductions to unrecognized tax benefits due to lapse of the applicable statute of limitations


(35
)

(29
)

(464
)Settlements


(2,000
)




(1,530
)Unrecognized tax benefit ending balance

$
17,500

$
17,407

$
15,816


We
classify interest and penalties as part of income tax expense. We recognized an interest benefit of $0.3 million in fiscal 2010 and interest expense of $0.3 million and
$0.2 million for fiscal 2009 and fiscal
2008, respectively, and $0 penalties for all years. As of December 25, 2010, we had approximately $0.6 million of accrued interest and $0 of penalties related to uncertain tax positions.

The
amount of income taxes we pay is subject to ongoing audits by federal, state and foreign tax authorities which might result in proposed assessments. Our estimate for the potential
outcome for any uncertain tax issue is judgmental in nature. However, we believe we have adequately provided for any reasonably foreseeable outcome related to those matters. Our future results may
include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire. As of
December 25, 2010 changes to our uncertain tax positions in the next 12 months, that are reasonable possible, are not expected to have a significant impact on our financial position or
results of operation.

We
and our subsidiaries file income tax returns in the U.S. federal jurisdiction, various states and non-U.S. jurisdictions. We are currently under examination by the State
of California Franchise Tax Board for fiscal years 2004 and 2005. During fiscal 2010, the company was notified an income tax audit for the period from 2007 to 2009 for our Japan subsidiary. The audit
was closed by the end of the fiscal year. The material jurisdictions in which we are subject to potential examination by tax authorities for tax years after 2003 include, among others, the U.S.
(Federal and California), Singapore and Japan.

Note 13Employee Benefit Plans

We have an employee savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. The Company matches up 50% of an eligible
employee's contributions to a maximum of the first 3% of the eligible employee's contributions through a fiscal year. We also provide a tax-qualified profit sharing retirement plan for the
benefit of eligible employees in the U.S. The plan is designed to provide employees with an accumulation of funds for retirement on a tax-deferred basis and provide for annual
discretionary employer contributions.

We
suspended our match under the 401(k) plan in the second quarter of fiscal 2009 as part of our cost reduction efforts. Started from the third quarter of fiscal 2010, we reinstated the
employer match

119

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 13Employee Benefit Plans (Continued)

feature
due to the progress that we had made and will make in returning the Company to profitable. The total charge to operations under the 401(k) and the profit sharing retirement plans aggregated
$0.2 million in fiscal 2010, $0.9 million in fiscal 2009 and $1.9 million in fiscal 2008.

Note 14Operating Segment and Geographic Information

We operate in one segment consisting of the design, development, manufacture, sale and support of precision, high performance advanced semiconductor wafer probe cards. Our chief
operating decision maker is the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. Since we operate
in one segment and in one group of similar products and services, all financial segment and product line information required can be found in the consolidated financial statements.

The
following table summarizes revenue by country as a percentage of total revenues based upon ship-to location:

December 25,
2010

December 26,
2009

December 27,
2008United States


20.3
%

18.1
%

19.8
%Taiwan


38.5


19.9


22.9Japan


15.1


47.7


36.7South Korea


13.8


4.0


9.2Germany


4.3


6.1


8.5Other


8.0


4.2


2.9Total


100.0
%

100.0
%

100.0
%


The
following table summarizes revenue by product group (in thousands):

Fiscal Years EndedDecember 25,
2010

December 26,
2009

December 27,
2008DRAM

$
131,207

$
108,820

$
139,537Flash


30,068


7,282


38,430SoC


27,290


19,233


32,222Total revenues

$
188,565

$
135,335

$
210,189


120

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 14Operating Segment and Geographic Information (Continued)

Long-lived
assets, comprising net property and equipment and intangible assets, are reported based on the location of the asset. Long-lived assets by geographic
location are as follows (in thousands):

December 25,
2010

December 26,
2009

December 27,
2008United States

$
36,783

$
92,136

$
103,141Japan


2,554


4,594


4,282South Korea


999


3,244


3,657Singapore


747


3,077


105Taiwan


547


1,632


2,023Germany


101


477


605Total

$
41,731

$
105,160

$
113,813


The
following customers represented greater than 10% of our revenues in fiscal 2010, fiscal 2009 and fiscal 2008:

Fiscal
2010

Fiscal
2009

Fiscal
2008Elpida Memory(1)


21.2
%

49.1
%

29.7
%Hynix Semiconductor(2)


12.8


*


*Samsung(3)


12.0


*


*Intel Corporation


*


*


13.5Spansion


*


*


10.7Total


46.0
%

49.1
%

53.9
%


(1)Includes
Elpida Memory and its consolidated subsidiaries, Rexchip Electronics Corp. and Tera Probe.(2)Includes
Hynix Semiconductor and its consolidated subsidiary Hynix-Numonyx Semiconductor.(3)Includes
Samsung Semiconductor and its consolidated subsidiary Samsung Austin Semiconductor.*Less
than 10% of revenues.


The
percentages above reflect customer constellations as of December 25, 2010. Prior period concentrations have been updated to reflect the current customer compositions.

Note 15Departure of Executive Officers

In the second quarter of fiscal 2010, we entered into Separation Agreements with Mario Ruscev and Jean Bernard Vernet in connection with their resignations on May 19, 2010 as
Chief Executive Officer and Chief Financial Officer, respectively. As a result, we recorded a net charge of $0.7 million within "Selling, general and administrative" expenses in the
Consolidated Statements of Operations, comprised of $0.8 million of severance expenses net of $0.1 million benefits from stock-based compensation. They have each signed a general release
and waiver of claims in favor of the Company,

121

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 15Departure of Executive Officers (Continued)

and
continue to be bound by the Company's employment, confidential information and invention assignment agreement.

Additionally,
in December 2010, we entered into a Separation Agreement and General Release with the former Senior Vice President of Sales. As a result, we recorded a net charge of
$0.2 million within "Selling, general and administrative" expenses in the Consolidated Statements of Operations, which comprised of $0.3 million of severance expenses net of
$0.1 million benefits from stock-based compensation.

Note 16Related Party Transactions

We engaged the law firm of Orrick, Herrington & Sutcliffe LLP in fiscal 2007, and continuing through our fiscal 2010, to provide us with certain legal services, including
matters related to compensation and benefits, and to represent us and certain of our then directors and officers in the securities class action litigation and the stockholder derivative litigation. A
partner at Orrick, Herrington & Sutcliffe LLP, who is not involved in the above matters, is the brother-in-law of Stuart L. Merkadeau, our Senior Vice
President, General Counsel and Secretary. Mr. Merkadeau does not have a financial or other interest in Orrick's engagement and Mr. Merkadeau's brother-in-law does
not provide any legal services to us. Prior to engaging Orrick, Herrington & Sutcliffe LLP, our management discussed the potential engagement with our Governance Committee of the Board
of Directors under the Statement of Policy regarding Related Person Transactions. The Governance Committee reviewed and approved the Orrick engagement, and continues to monitor the engagement, which
in fiscal 2010 also included certain corporate and SEC matters, certain commercial and business matters and certain labor and employment matters, as necessary. We paid Orrick $0.8 million and
$0.6 million in fiscal 2010 and fiscal 2009, respectively, for legal services rendered. As of the date of this Form 10-K, Orrick continues to provide legal services in the
above matters.

122

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 17Selected Quarterly Financial Data (Unaudited)

The following selected quarterly financial data should be read in conjunction with our consolidated financial statements and the related notes and "Item 7: Management's Discussion
and Analysis of Financial Condition and Results of Operations". This information has been derived from our unaudited consolidated financial statements that, in our opinion, reflect all recurring
adjustments necessary to fairly present this information when read in conjunction with our consolidated financial statements and the related notes appearing in the section entitled "Consolidated
Financial Statements". The results of operations for any quarter are not necessarily indicative of the results to be expected for any future period.

Fiscal Quarters EndedDec. 25,
2010

Sep. 25,
2010(4)(5)

June 26,
2010(3)

Mar. 27,
2010

Dec. 26,
2009(1)(3)

Sep. 26,
2009(3)

June 27,
2009(1)(2)

Mar. 28,
2009(2)(in thousands, except per share data)Revenues

$
43,912

$
47,347

$
57,640

$
39,666

$
32,995

$
43,773

$
31,198

$
27,369Cost of revenues


40,593


54,541


53,710


41,994


35,141


35,803


32,524


31,048Gross profit (loss)


3,319


(7,194
)

3,930


(2,328
)

(2,146
)

7,970


(1,326
)

(3,679
)Operating Expenses:Research and development


11,476


12,825


15,997


15,091


15,686


13,775


13,938


14,110Selling, general and administrative


14,398


16,219


18,725


17,867


16,489


17,366


18,263


26,310Restructuring charges, net


1,305


8,539


2,513


3,550


837





264


7,679Impairment of long lived assets





55,402


999





656


632





Total operating expenses


27,179


92,985


38,234


36,508


33,668


31,773


32,465


48,099Operating loss


(23,860
)

(100,179
)

(34,304
)

(38,836
)

(35,814
)

(23,803
)

(33,791
)

(51,778
)Interest income, net


426


623


722


775


711


694


762


1,115Other income (expense), net


431


3,960


(82
)

117


385


(415
)

(89
)

(416
)Loss before income taxes


(23,003
)

(95,596
)

(33,664
)

(37,944
)

(34,718
)

(23,524
)

(33,118
)

(51,079
)Provision for (benefit from) income taxes


(2,592
)

231


200


240


(6,755
)

377


32,728


(13,136
)Net loss

$
(20,411
)
$
(95,827
)
$
(33,864
)
$
(38,184
)
$
(27,963
)
$
(23,901
)
$
(65,846
)
$
(37,943
)Net loss per share:Basic and diluted

$
(0.40
)
$
(1.90
)
$
(0.68
)
$
(0.77
)
$
(0.56
)
$
(0.48
)
$
(1.33
)
$
(0.77
)Weighted average number of shares used in per share calculations:Basic and diluted


50,573


50,431


50,084


49,890


49,755


49,582


49,394


49,201


(1)We
recorded a valuation allowance of $44.7 million in the second quarter of fiscal 2009. This valuation allowance was recorded against the U.S.
deferred tax assets, including prior years, based on our assessment of the realizability of such assets. This charge resulted in an income tax provision, rather than an income tax benefit for the
second quarter of fiscal 2009. In the fourth quarter of fiscal 2009, we realized a benefit from the enactment in November, 2009 of a Federal tax law change, the Worker, Homeownership and Business
Assistance Act of 2009, that extended net operating loss carrybacks from two years to five years. We benefited from this provision by approximately $5.0 million prior to the law change.(2)The
decrease in selling, general and administrative expenses from the first quarter to the second quarter of fiscal 2009 is primarily due to a decrease in
personnel-related costs and other discretionary spending as a result of the work force reduction and the corporate cost cut initiatives implemented in the first quarter of fiscal 2009, a decrease in
outside legal and other professional fees due to the scheduling of the International Trade Commission hearing arising out of our complaint filed in late 2007. The majority of the fees and costs
related to the hearing and post hearing activities were completed by the end of the first quarter of fiscal 2009.


123

---



Table of Contents

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

Note 17Selected Quarterly Financial Data (Unaudited) (Continued)

(3)In
the second quarter of fiscal 2010, third and fourth quarters of fiscal 2009, we recorded impairment charges of $1.0 million, $0.6 million
and $0.7 million, respectively, relating to certain equipment that was determined to be held for sale as well as for the termination of certain on-going projects. These impairment
charges were originally recorded through "Cost of revenues" in the Consolidated Statement of Operations in the Form 10-K filed for fiscal 2009 and the Form 10-Q
filed for the quarter ended June 26, 2010. However these impairment charges have been reclassified to "Impairment of long-lived assets" in the Consolidated Statement of Operations
in this Form 10-K for fiscal 2010 to conform with the current year presentation of asset impairments charges.(4)In
the third quarter of fiscal 2010, "Other income (expense), net" included a $3.5 million gain resulting from the release of the liability
previously recorded as a secured borrowing due to the dismissal of our complaint against a customer.(5)In
the third quarter of fiscal 2010, we recorded a $4.1 million adjustment to cost of revenues net of $0.5 million income tax benefit, which
resulted from an error in the calculation of capitalized manufacturing variances starting in the first quarter of fiscal 2009 through the second quarter of fiscal 2010. Out of the total adjustment,
$2.9 million adjustment to cost of revenues net of the $0.5 million income tax benefit was for fiscal 2009.


124

---





Table of Contents

INDEX TO EXHIBITS

Set forth below is a list of exhibits that are being filed or incorporated by reference into this Annual Report on
Form 10-K:

Incorporated by ReferenceExhibit
Number

Exhibit Description

Form

File No

Date of
First Filing

Exhibit
Number

Filed
Herewith3.01

Amended and Restated Certificate of Incorporation of the Registrant as filed with the Delaware Secretary of State on June 17, 2003

S-1

333-109815

10/20/03

3.013.02

Amended and Restated Bylaws of the Registrant

8-K

000-50307

5/25/05

3.024.01

Specimen Common Stock Certificate

S-1/A

333-86738

5/28/02

4.014.02

Stockholders Agreement by and among the Registrant, Dr. Igor Y. Khandros, Susan Bloch and Richard Hoffman dated February 9, 1994

S-1

333-86738

4/22/02

4.034.03

Stockholders Agreement by and among the Registrant, Dr. Igor Y. Khandros, Susan Bloch and Milton Ohring dated April 11, 1994

S-1

333-86738

4/22/02

4.044.04

Stockholders Agreement by and among the Registrant, Dr. Igor Y. Khandros, Susan Bloch and Benjamin Eldridge dated August 12, 1994

S-1

333-86738

4/22/02

4.054.05

Stockholders Agreement by and among the Registrant, Dr. Igor Y. Khandros, Susan Bloch and Charles Baxley, P.C. dated September 8, 1994

S-1

333-86738

4/22/02

4.0610.01+

Form of Indemnity Agreement

S-1/A

333-86738

5/28/02

10.0110.02+

Form of Change of Control Severance Agreement

10-K

000-50307

3/14/05

10.4810.03+

1996 Stock Option Plan, and form of option grant

S-1

333-86738

4/22/02

10.0310.04+

Incentive Option Plan, and form of option grant

S-1

333-86738

4/22/02

10.0410.05+

Management Incentive Option Plan, and form of option grant

S-1

333-86738

4/22/02

10.0510.06+

2002 Equity Incentive Plan, as amended, and forms of plan agreements









X10.07+

2002 Employee Stock Purchase Plan, as amended

10-Q

000-50307

8/7/07

10.0110.08+

Key Employee Bonus Plan, as amended

10-Q

000-50307

5/7/07

10.0110.09+

Separation Agreement and General Release dated January 30, 2007 with Joseph R. Bronson

8-K

000-50307

1/31/07

10.0110.10+

Separation Agreement and General Release dated March 20, 2008 with Ronald C. Foster

8-K

000-50307

3/26/08

10.0110.11+

Employment Offer Letter dated November 23, 2007 to Dr. Mario Ruscev

8-K

000-50307

1/7/08

99.0110.12+

Employment Offer Letter dated September 25, 2007 to Jorge L. Titinger

10-K

000-50307

2/27/08

10.1210.13+

Separation Agreement and General Release dated April 15, 2008 with Jorge L. Titinger

8-K

000-50307

4/21/08

10.0110.14+

Employment Offer Letter dated March 1, 2008 to Jean B. Vernet

8-K

000-50307

3/31/08

10.01


125

---



Table of Contents

Incorporated by ReferenceExhibit
Number

Exhibit Description

Form

File No

Date of
First Filing

Exhibit
Number

Filed
Herewith10.15+

Separation Agreement and Mutual Release dated May 1, 2009 with Dr. Igor Y. Khandros

8-K

000-50307

5/1/09

10.0110.16+

Consulting Agreement dated May 1, 2009 with Dr. Igor Y. Khandros

8-K

000-50307

5/1/09

10.0210.17+

Written description of definitive agreement to accelerate vesting of restricted stock units of Dr. Thomas J. Campbell in connection with his resignation as director

8-K

000-50307

12/16/09

10.18+

Written description of definitive agreements to increase base salaries and bonus targets for certain executive officers approved on April 16, 2007

8-K

000-50307

4/20/07

10.19+

Written description of definitive agreement regarding director compensation approved on May 21 and 22, 2008

8-K

000-50307

5/28/08

10.20+

Pacific Corporate Center Lease by and between Greenville Holding Company LLC (successor to Greenville Investors, L.P.) ("Greenville") and the Registrant dated May 3, 2001

S-1/A

333-86738

6/10/03

10.1810.21+

First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003

S-1/A

333-86738

5/7/03

10.18.110.22

Pacific Corporate Center Lease by and between Greenville and the Registrant dated May 3, 2001

S-1/A

333-86738

6/10/03

10.1910.23

First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003

S-1/A

333-86738

5/7/03

10.19.110.24

Pacific Corporate Center Lease by and between Greenville and the Registrant dated May 3, 2001

S-1/A

333-86738

6/10/03

10.2010.25

First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003

S-1/A

333-86738

5/7/03

10.20.110.26

Pacific Corporate Center Lease by and between Greenville and the Registrant dated September 7, 2004, as amended by First Amendment to Building 6 Lease dated August 16, 2006

10-Q

000-50307

11/7/06

10.0110.27

Employment Letter Agreement, dated May 19, 2010, between G. Carl Everett, Jr. and FormFactor, Inc.

8-K

000-50307

5/25/2010

10.1+10.28

Employment Letter Agreement, dated May 19, 2010, between Richard DeLateur and FormFactor, Inc.

8-K

000-50307

5/25/2010

10.2+10.29

Separation Agreement and General Release, dated June 1, 2010, between Jean Vernet and FormFactor, Inc.

8-K

000-50307

6/7/2010

10.1+10.30

Separation Agreement and General Release, dated June 6, 2010, between Mario Ruscev and FormFactor, Inc.

8-K

000-50307

6/7/2010

10.2+10.31

Employment Letter Agreement, dated September 2, 2010, between Thomas St. Dennis and FormFactor, Inc.

8-K

000-50307

9/17/2010

99.01+21.01

List of Registrant's subsidiaries









X23.01

Consent of Independent Registered Public Accounting Firm









X24.01

Power of Attorney (included on the signature page of this Form 10-K)









X31.01

Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002









X


126

---



Table of Contents

Incorporated by ReferenceExhibit
Number

Exhibit Description

Form

File No

Date of
First Filing

Exhibit
Number

Filed
Herewith31.02

Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002









X32.01*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002









X


*This
exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and
irrespective of any general incorporation language in any filings.+Indicates
a management contract or compensatory plan or arrangement.


127

---