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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(Mark One)

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

For the quarterly period ended January 31, 2006

OR



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

For the transition period from 
to

Commission file number 0-22366



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CREDENCE
SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 94-2878499                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

1421 California Circle, Milpitas, California

95035

(Address of principal
executive offices)

(Zip Code)

(408) 635-4300

(Registrants telephone number, including area code)

N/A

Former name, former address and
former fiscal year, if changed since last report.



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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. Large accelerated filer ̈Accelerated filer  x    Non-accelerated filer ̈

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

At February 28, 2006, there were 99,867,693 shares of the Registrants common stock, $0.001 par value per share, outstanding.



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##### Table of Contents

CREDENCE SYSTEMS CORPORATION

INDEX



|                              |  |                                                                                       |  |         
|----------------------------- |  | ------------------------------------------------------------------------------------- |  | --------
|                              |  |                                                                                       |  | PAGE NO.
|                              | 
|PART I. FINANCIAL INFORMATION |  |                                                                                      
|                              |  |                                                                                      
|Item 1.                       |  | Financial Statements                                                                  |  | 3       
|                              |  |                                                                                      
|                              |  | Condensed Consolidated Balance Sheets                                                 |  | 3       
|                              |  |                                                                                      
|                              |  | Condensed Consolidated Statements of Operations                                       |  | 4       
|                              |  |                                                                                      
|                              |  | Condensed Consolidated Statements of Cash Flows                                       |  | 5       
|                              |  |                                                                                      
|                              |  | Notes to Condensed Consolidated Financial Statements                                  |  | 6       
|                              |  |                                                                                      
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 19      
|                              |  |                                                                                      
|Item 3.                       |  | Quantitative and Qualitative Disclosures about Market Risk                            |  | 42      
|                              |  |                                                                                      
|Item 4.                       |  | Controls and Procedures                                                               |  | 43      
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                      
|                              |  |                                                                                      
|Item 1.                       |  | Legal Proceedings                                                                     |  | 43      
|                              |  |                                                                                      
|Item 1A.                      |  | Risk Factors                                                                          |  | 43      
|                              |  |                                                                                      
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 43      
|                              |  |                                                                                      
|Item 3.                       |  | Defaults Upon Senior Securities                                                       |  | 43      
|                              |  |                                                                                      
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                   |  | 43      
|                              |  |                                                                                      
|Item 5.                       |  | Other Information                                                                     |  | 43      
|                              |  |                                                                                      
|Item 6.                       |  | Exhibits                                                                              |  | 43      
|                              | 
|Signature                     |  | 44                                                                                   



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##### Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. - FINANCIAL STATEMENTS

CREDENCE SYSTEMS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)



|                                           |  |                 |           |                  |   |          
|------------------------------------------ |  | --------------- | --------- | ---------------- | - | ---------
|                                           |  | January 31,2006 |           | October 31,2005a
|ASSETS                                     |  |                 |           |                  |   |          
|Current assets:                            |  |                 |           |                  |   |          
|Cash and cash equivalents                  |  | $               | 106,627   |                  | $ | 142,180  
|Short-term investments                     |  |                 | 11,395    |                  |   | 7,816    
|Accounts receivable, net                   |  |                 | 129,500   |                  |   | 114,042  
|Inventories                                |  |                 | 86,456    |                  |   | 79,054   
|Income tax receivable                      |  |                 | 43        |                  |   |         
|Deferred income taxes                      |  |                 | 9,868     |                  |   | 9,473    
|Prepaid expenses and other current assets  |  |                 | 16,610    |                  |   | 18,506   
|                                           |  |                 |           |                  |   |          
|Total current assets                       |  |                 | 360,499   |                  |   | 371,071  
|Long-term investments                      |  |                 | 3,186     |                  |   |         
|Property and equipment, net                |  |                 | 94,120    |                  |   | 96,691   
|Goodwill                                   |  |                 | 423,967   |                  |   | 424,080  
|Other intangible assets, net               |  |                 | 92,185    |                  |   | 96,439   
|Other assets                               |  |                 | 58,115    |                  |   | 58,024   
|                                           |  |                 |           |                  |   |          
|Total assets                               |  | $               | 1,032,072 |                  | $ | 1,046,305
|                                           |  |                 |           |                  |   |          
|LIABILITIES AND STOCKHOLDERS EQUITY       |  |                 |           |                  |   |          
|Current liabilities:                       |  |                 |           |                  |   |          
|Bank loan                                  |  | $               |          |                  | $ | 5,000    
|Accounts payable                           |  |                 | 42,154    |                  |   | 45,846   
|Accrued expenses and other liabilities     |  |                 | 29,092    |                  |   | 39,756   
|Accrued payroll and related liabilities    |  |                 | 20,439    |                  |   | 18,336   
|Deferred revenue                           |  |                 | 17,198    |                  |   | 17,716   
|Income taxes payable                       |  |                 | 20,006    |                  |   | 18,800   
|Accrued warranty                           |  |                 | 12,799    |                  |   | 13,419   
|Deferred profit                            |  |                 | 9,387     |                  |   | 5,112    
|                                           |  |                 |           |                  |   |          
|Total current liabilities                  |  |                 | 151,075   |                  |   | 163,985  
|Convertible subordinated notes             |  |                 | 180,000   |                  |   | 180,000  
|Long-term restructuring liabilities        |  |                 | 6,536     |                  |   | 7,261    
|Long-term deferred income taxes            |  |                 | 9,473     |                  |   | 9,473    
|Other liabilities                          |  |                 | 4,283     |                  |   | 3,557    
|Stockholders equity                       |  |                 | 680,705   |                  |   | 682,029  
|                                           |  |                 |           |                  |   |          
|Total liabilities and stockholders equity |  | $               | 1,032,072 |                  | $ | 1,046,305
|                                           |  |                 |           |                  |   |          

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|a) | Derived from the audited consolidated balance sheet included in our Annual Report on Form 10-K for the year ended October 31, 2005.
|-- | -----------------------------------------------------------------------------------------------------------------------------------

See accompanying notes.



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CREDENCE SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)



|                                                                                            |  |                               |         |   |      |   |         |  
|------------------------------------------------------------------------------------------- |  | ----------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                            |  | Three Months EndedJanuary 31, |        
|                                                                                            |  | 2006                          |         |   | 2005 |  
|Net sales:                                                                                  |  |                               |         |   |      |   |         |  
|Systems, upgrades and software                                                              |  | $                             | 90,211  |   |      | $ | 68,410  |  
|Service and spare parts                                                                     |  |                               | 27,957  |   |      |   | 25,473  |  
|                                                                                            |  |                               |         |   |      |   |         |  
|Total net sales                                                                             |  |                               | 118,168 |   |      |   | 93,883  |  
|Cost of goods sold                                                                          |  |                               |         |   |      |   |         |  
|Systems, upgrades and software (including stock-based compensation expense of $77(2))       |  |                               | 46,469  |   |      |   | 40,608  |  
|Service and spare parts                                                                     |  |                               | 17,330  |   |      |   | 18,680  |  
|Special charges                                                                             |  |                               |        |   |      |   | 5,481   |  
|                                                                                            |  |                               |         |   |      |   |         |  
|Gross margin                                                                                |  |                               | 54,369  |   |      |   | 29,114  |  
|Operating expenses:                                                                         |  |                               |         |   |      |   |         |  
|Research and development (including stock-based compensation expense of $336(2))            |  |                               | 24,148  |   |      |   | 22,328  |  
|Selling, general and administrative (including stock-based compensation expense of $564(2)) |  |                               | 27,914  |   |      |   | 31,378  |  
|Amortization of purchased intangibles and deferred stock compensation(1)                    |  |                               | 4,254   |   |      |   | 6,674   |  
|Restructuring charges                                                                       |  |                               | 314     |   |      |   | 1,351   |  
|                                                                                            |  |                               |         |   |      |   |         |  
|Total operating expenses                                                                    |  |                               | 56,630  |   |      |   | 61,731  |  
|                                                                                            |  |                               |         |   |      |   |         |  
|Operating loss                                                                              |  |                               | (2,261  | ) |      |   | (32,617 | )
|Interest income                                                                             |  |                               | 866     |   |      |   | 619     |  
|Interest expense                                                                            |  |                               | (707    | ) |      |   | (737    | )
|Other income and expenses, net                                                              |  |                               | (313    | ) |      |   | (115    | )
|                                                                                            |  |                               |         |   |      |   |         |  
|Loss before income tax provision                                                            |  |                               | (2,415  | ) |      |   | (32,850 | )
|Income taxes                                                                                |  |                               | 1,631   |   |      |   | 3,452   |  
|                                                                                            |  |                               |         |   |      |   |         |  
|Net loss                                                                                    |  | $                             | (4,046  | ) |      | $ | (36,302 | )
|                                                                                            |  |                               |         |   |      |   |         |  
|Net loss per share                                                                          |  |                               |         |   |      |   |         |  
|Basic                                                                                       |  | $                             | (0.04   | ) |      | $ | (0.41   | )
|                                                                                            |  |                               |         |   |      |   |         |  
|Diluted                                                                                     |  | $                             | (0.04   | ) |      | $ | (0.41   | )
|                                                                                            |  |                               |         |   |      |   |         |  
|Number of shares used in computing per share amount                                         |  |                               |         |   |      |   |         |  
|Basic                                                                                       |  |                               | 99,492  |   |      |   | 87,977  |  
|                                                                                            |  |                               |         |   |      |   |         |  
|Diluted                                                                                     |  |                               | 99,492  |   |      |   | 87,977  |  
|                                                                                            |  |                               |         |   |      |   |         |  

---

|(1) | Amortization of deferred stock compensation resulting from acquisitions (prior to adoption of
SFAS No. 123(R)) related to the following expense categories by period:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                  |  |   |   |  |   |    
|------------------------------------------------- |  | - | - |  | - | ---
|Cost of goods sold                                |  | $ |  |  | $ | 107
|Research and development                          |  |   |  |  |   | 173
|Selling, general and administrative               |  |   |  |  |   | 559
|                                                  |  |   |   |  |   |    
|Total amortization of deferred stock compensation |  | $ |  |  | $ | 839
|                                                  |  |   |   |  |   |    



|(2) | For the three months ended January 31, 2006 resulting from SFAS No. 123(R) adoption
|--- | -----------------------------------------------------------------------------------

See accompanying notes.



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CREDENCE SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                          |  |                               |         |   |      |   |         |  
|----------------------------------------------------------------------------------------- |  | ----------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                          |  | Three Months EndedJanuary 31, |        
|                                                                                          |  | 2006                          |         |   | 2005 |  
|Cash flows from operating activities:                                                     |  |                               |         |   |      |   |         |  
|Net loss                                                                                  |  | $                             | (4,046  | ) |      | $ | (36,302 | )
|Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |  |                               |         |   |      |   |         |  
|Depreciation and amortization                                                             |  |                               | 12,938  |   |      |   | 17,172  |  
|Non-cash related to special and restructuring charges                                     |  |                               |        |   |      |   | 6,125   |  
|Stock-based compensation charges(1)                                                       |  |                               | 1,037   |   |      |   |        |  
|Provision for inventory write downs                                                       |  |                               | 396     |   |      |   | 382     |  
|Provision for allowance for doubtful accounts                                             |  |                               | 298     |   |      |   | 699     |  
|Gain on disposal of property and equipment                                                |  |                               | 7       |   |      |   | (183    | )
|Realized net gain from sale of available-for-sale securities                              |  |                               | (302    | ) |      |   |        |  
|Changes in operating assets and liabilities:                                              |  |                               |         |   |      |   |         |  
|Accounts receivable, net                                                                  |  |                               | (15,461 | ) |      |   | 23,513  |  
|Inventories                                                                               |  |                               | (7,833  | ) |      |   | 571     |  
|Income tax receivable and payable                                                         |  |                               | 498     |   |      |   | 2,508   |  
|Prepaid expenses and other current assets                                                 |  |                               | 1,982   |   |      |   | 3,348   |  
|Other assets                                                                              |  |                               | (4,158  | ) |      |   | 2,677   |  
|Accounts payable                                                                          |  |                               | (3,772  | ) |      |   | (10,579 | )
|Accrued expenses and other current liabilities                                            |  |                               | (9,937  | ) |      |   | (7,242  | )
|Deferred profit                                                                           |  |                               | 4,275   |   |      |   | (724    | )
|                                                                                          |  |                               |         |   |      |   |         |  
|Net cash (used in) provided by operating activities                                       |  |                               | (24,078 | ) |      |   | 1,965   |  
|Cash flows from investing activities:                                                     |  |                               |         |   |      |   |         |  
|Purchases of available-for-sale securities                                                |  |                               | (19,731 | ) |      |   | (40,225 | )
|Sales and maturities of available-for-sale securities                                     |  |                               | 13,057  |   |      |   | 38,025  |  
|Acquisition of property and equipment                                                     |  |                               | (1,593  | ) |      |   | (2,807  | )
|Proceeds from sale of property and equipment and leased equipment                         |  |                               | 114     |   |      |   | 100     |  
|                                                                                          |  |                               |         |   |      |   |         |  
|Net cash used in investing activities                                                     |  |                               | (8,153  | ) |      |   | (4,907  | )
|Cash flows from financing activities:                                                     |  |                               |         |   |      |   |         |  
|Issuance of common stock                                                                  |  |                               | 939     |   |      |   | 548     |  
|Payments of bank loans and notes payable related to leased products                       |  |                               | (5,000  | ) |      |   | (1,058  | )
|                                                                                          |  |                               |         |   |      |   |         |  
|Net cash used in financing activities                                                     |  |                               | (4,061  | ) |      |   | (510    | )
|                                                                                          |  |                               |         |   |      |   |         |  
|Effects of exchange rate on cash and cash equivalents                                     |  |                               | 739     |   |      |   | 1,112   |  
|                                                                                          |  |                               |         |   |      |   |         |  
|Net decrease in cash and cash equivalents                                                 |  |                               | (35,553 | ) |      |   | (2,340  | )
|Cash and cash equivalents at beginning of period                                          |  |                               | 142,180 |   |      |   | 94,052  |  
|                                                                                          |  |                               |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                                |  | $                             | 106,627 |   |      | $ | 91,712  |  
|                                                                                          |  |                               |         |   |      |   |         |  
|Supplemental disclosures of cash flow information:                                        |  |                               |         |   |      |   |         |  
|Interest paid                                                                             |  | $                             | 1,380   |   |      | $ | 1,350   |  
|Income taxes paid                                                                         |  | $                             | 1,126   |   |      | $ | 244     |  
|Non-cash investing and financing activities:                                              |  |                               |         |   |      |   |         |  
|Net transfers of inventory to property and equipment                                      |  | $                             | 303     |   |      | $ | 55      |  
|Conversion of preferred stock to common stock                                             |  | $                             |        |   |      |   | 6       |  
|Unrealized loss on available-for-sale securities                                          |  | $                             | 6       |   |      | $ | 77      |  

---

|(1) | During the first three-month period of fiscal 2006, the Company recorded a total of $1,037,000 in stock-based compensation expense, of which $60,000 was capitalized as inventory at
January 31, 2006.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See accompanying notes.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Quarterly Financial Statements

The unaudited condensed consolidated financial statements and related notes for the three month periods ended January 31, 2006 and 2005 are unaudited
but include all adjustments (consisting solely of normal recurring adjustments except for special charges related to cost of goods sold and restructuring charges adjustments) which are, in the opinion of management, necessary for a fair presentation
of the financial position and results of operations of Credence Systems Corporation (Credence or the Company) for the interim periods, in accordance with U.S. generally accepted accounting principles. The results of operations for the three-month
periods ended January 31, 2006 and 2005 are not necessarily indicative of the operating results to be expected for the full fiscal year. The information included in this report should be read in conjunction with the Companys audited
consolidated financial statements and notes thereto for the fiscal year ended October 31, 2005 included in the Companys most recent Annual Report on Form 10-K and the additional risk factors contained herein and therein, including,
without limitation, risks relating to the importance of timely product introduction, fluctuations in our quarterly net sales and operating results, limited systems sales, backlog, cyclicality of the semiconductor industry, management of fluctuations
in our operating results, expansion of our product lines, limited sources of supply, reliance on our subcontractors, our highly competitive industry, customization of products, rapid technological change, customer concentration, lengthy sales
cycles, changes in financial accounting standards and accounting estimates, dependence on key personnel, international sales, proprietary rights, legal proceedings, volatility of our stock price, terrorist attacks and other geopolitical instability,
effects of the Sarbanes-Oxley Act of 2002, and effects of certain anti-takeover provisions, as set forth in this Report. Any party interested in receiving a free copy of the Form 10-K or the Companys other publicly available documents should
write to the Chief Financial Officer of the Company.

Description of Business - Credence was incorporated in California in March
1982 and was reincorporated in Delaware in October 1993. The principal business activity of the Company is the design, development, manufacture, sale and service of engineering validation test equipment, diagnostic and failure analysis products, and
automatic test equipment (ATE) used for testing semiconductor integrated circuits, or ICs. The Company serves a broad spectrum of the semiconductor industrys testing needs through a wide range of products that test digital logic, mixed-signal,
system-on-a-chip, radio frequency, volatile and static and non-volatile memory semiconductors.

Basis of Presentation - The
accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. Certain prior year amounts in the
unaudited condensed consolidated financial statements and related notes have been reclassified to conform to the current years presentation. These reclassifications had no effect on the financial position, results of operations, or cash flows
for any of the periods presented.

Use of Estimates - The preparation of the accompanying unaudited condensed consolidated financial
statements requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from those estimates.

2. Revenue Recognition

Under Securities and Exchange
Commissions Staff Accounting Bulletin No. 104, Revenue Recognition, (SAB 104), the Company recognizes revenue on the sale of semiconductor manufacturing equipment when title and risk of loss have passed to the customer, there
is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the sales price is fixed or determinable, collectibility is reasonably assured and customer acceptance criteria have been successfully demonstrated.
Revenue recognition policies are applied consistently among the Companys semiconductor manufacturing equipment product lines. Product revenue is recognized upon shipment only when achieving the customer acceptance criteria can be demonstrated
prior to shipment, which generally occurs with mature product. Revenue related to the fair value of the installation obligation is recognized upon completion of the installation. Service revenues are generally recognized upon performance of the
activities requested by the customers. Products are classified as mature after several different customers have accepted similar systems. When the customer acceptance criteria cannot be demonstrated prior to shipment, revenue and the related cost of
goods sold are deferred until customer acceptance. For some customers in certain countries where collections may be an issue, the Company may require a letter of credit to be established or cash receipt in advance before revenue can be recognized.
Lease revenue is recorded in accordance with Statement of Financial Accounting Standard No. 13, Accounting for Leases, (SFAS No. 13), which requires that a lessor accounts for each lease by either the direct financing,
sales-type or operating method. Revenue from sales-type leases is recognized at the net present value of future lease payments. Revenue from operating leases is recognized over the lease period.

During fiscal 2003, 2004 and 2005, the Company introduced several new enhancements, systems and products. Certain revenue from sales of these new systems
and products during these years were deferred until the revenue recognition requirements of the Companys revenue recognition policy are satisfied. This practice will continue in the future. In the past, the Company experienced significant
delays in the introduction and acceptance of new testers as well as certain enhancements to the Companys existing testers. Delays in introducing a product or delays in the Companys ability to obtain customer acceptance, if they occur in
the future, will delay the recognition of revenue and gross profit by the Company.



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With respect to arrangements with multiple deliverables, the Company follows the guidance in EITF 00-21,
Revenue Arrangements with Multiple Deliverables, to determine whether there is more than one unit of accounting. To the extent that the deliverables are separable into multiple units of accounting, the Company then allocates the total
fee on such arrangements to the individual units of accounting using the residual method. The Company then recognizes revenue for each unit of accounting depending on the nature of the deliverable(s) comprising the unit of accounting (principally
following SAB 104).

Sales in the United States are principally made through the Companys direct sales organization consisting of
direct sales employees and representatives. Sales outside the United States utilize both direct sales employees and distributors. There are no significant differences in revenue recognition policies based on the sales channel, due to the business
practices that have been adopted with the Companys distributor relationships. Because of these business circumstances, the Company does not use price protection, stock rotation or similar programs with its distributors.
In general, the Company sells product to the distributor on the basis of a purchase order received from an end customer. The Company evaluates any revenue recognition issues, in such cases, based on the characterization of the end customer in light
of its revenue recognition policy. In order to better respond to customer requirements, the Company has shipped a limited number of systems to a select number of distributors in advance of receipt of end-user customer orders. These orders do not
have a right of return and the Company has concluded that collectibility is reasonably assured on the basis of the payment history it has with those distributors.

The Company has embedded software in its semiconductor manufacturing equipment. The Company believes this embedded software is incidental to its products and therefore it is excluded from the scope of SOP 97-2 since
the embedded software in the Companys products is not sold separately, cannot be used on another vendors products, and the Company cannot fundamentally enhance or expand the capability of the equipment with new or revised embedded
software. In addition, the equipments principal performance characteristics are governed by digital speed and pin count, which are primarily a function of the hardware.

Deferred revenue includes deferred revenue related to maintenance contracts (and other undelivered services) and to extended warranties where products
were sold with more than the standard one-year warranty. Deferred profit is related to equipment that was shipped to certain customers, but the revenue and cost of goods sold were not recognized because the customer-specified acceptance criteria has
not been met as of the fiscal period end or because the customer is deemed to be a high credit risk and payment has not been received as of the fiscal period end.

The Company warrants its products to its customers generally for one year from the date of shipment. In addition to the provision of standard warranties, the Company may offer customer paid extended warranty services
with a fixed fee. The fixed fees are recognized as revenue on a straight-line basis over the applicable term of the contract. Costs related to extended warranty services are recorded as incurred.

For certain customers, typically those with whom the Company has long-term relationships, the Company may grant extended payment terms. Certain of the
Companys receivables have due dates in excess of 90 days and the Company has a history of successfully collecting these extended payment term accounts receivable.

3. Accounts Receivable Sales without Recourse

The Company had an agreement with a commercial bank to
sell certain of its trade receivables in non-recourse transactions. Under the terms of the agreement, the Company could sell up to $30.0 million of its trade receivables at any one time. The Company was retained by the bank to service the collection
aspect of the trade receivables sold. The trade receivables were sold at a discount plus administrative and other fees. The discount amount, administrative and other fees for the three-month period ended January 31, 2005 of approximately $0.1
million were accounted for in other income, net in the unaudited condensed consolidated statements of operations. The proceeds received were included as operating activities in the unaudited condensed consolidated statements of cash flows. During
the first three months of fiscal 2005, the Company recorded approximately $7.2 million in gross cash proceeds from the sale of trade receivables. This facility was terminated during the quarter ended July 31, 2005.

4. Bank Loan

The bank loan had an annual interest
rate of prime (approximately 7.0% at November 2, 2005). The loan had a covenant requiring the Company to maintain a minimum aggregated balance of cash, cash equivalents, and short and long-term investments of $100.0 million. The bank loan
expired and was paid in full in November 2005 and was not renewed.



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5. Guarantees

The Company accounts for guarantees in accordance with FASB Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees to Others, an interpretation of FASB
Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34 (FIN 45). Accordingly, the Company evaluates its guarantees to determine whether (a) the guarantee is specifically excluded from the scope of FIN 45,
(b) the guarantee is subject to FIN 45 disclosure requirements only, but not subject to the initial recognition and measurement provisions, or (c) the guarantee is required to be recorded in the financial statements at fair value. The
Company has evaluated its guarantees and has concluded that they are either not within the scope of FIN 45 or do not require recognition in the financial statements.

Our corporate by-laws require that the Company indemnify its officers and directors, as well as those who act as directors and officers of other entities at the Companys request, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in connection with any proceedings arising out of their services to the Company. In addition, the Company has entered into separate indemnification agreements with each director
and each executive officer of the Company that provide for indemnification of these directors and officers under similar circumstances and under additional circumstances. The indemnification obligations are more fully described in the by-laws and
the indemnification agreements. The Company purchases standard directors and officers insurance to cover claims or a portion of the claims made against its directors and officers. Since a maximum obligation is not explicitly stated in the
Companys by-laws or in the indemnification agreements and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot be reasonably estimated. Historically, the Company
has not been required to make payments related to these obligations, and the fair value for these obligations is zero on the unaudited condensed consolidated balance sheet as of January 31, 2006.

As is customary in the Companys industry and as provided for under local law in the U.S. and other jurisdictions, many of the Companys
standard contracts provide remedies to customers and others with whom the Company does business, such as defense, settlement, or payment of judgment for intellectual property claims related to the use of the Companys products. From time to
time, the Company indemnifies customers, as well as the Companys suppliers, contractors, lessors under operating lease agreements for environmental matters, lessees, companies that purchase the Companys businesses or assets and others
with whom the Company enters into contracts, against combinations of loss, expense, or liability arising from various triggering events related to the sale and the use of the Companys products and services such as warranty, the use of their
goods and services, the use of facilities and state of the Companys owned facilities, the state of the assets and businesses that the Company sells and other matters covered by such contracts, usually up to a specified maximum amount. Based on
past experience, claims made under such indemnifications are rare and the associated estimated fair value of the liability is not material.

The Company occasionally grants trade-in rights to its customers. As of January 31, 2006, the Company had approximately $1.6 million, the estimated fair value of these obligations, included in the unaudited condensed consolidated
balance sheets under current liabilities.

6. Stock-Based Compensation

The Company has a stock-based compensation program that provides our Board of Directors broad discretion in creating employee equity incentives. This program includes incentive and non-statutory stock options,
restricted stock units and other type of equity granted under various plans, the majority of which are stockholder approved. Stock options are generally time-based, vesting 25% on each annual anniversary of the hire date over four years and expire
ten years from the grant date. Additionally, we have an Employee Stock Purchase Plan (ESPP) that allows employees to purchase shares of common stock at 85% of the fair market value at the lower of either the date of enrollment or the date of
purchase. Shares issued as a result of stock option exercises and our ESPP are generally from our new shares. As of January 31, 2006, the Company had approximately 5.9 million shares of common stock reserved for future issuance under the
stock option plans and ESPP.

On November 1, 2005, the Company adopted the provision of Statement of Financial Accounting Standard
No. 123(R) (SFAS 123(R)), Share-Based Payment, for its share-based compensation plans. Under SFAS 123(R), the Company is required to recognize stock-based compensation costs based on the estimated fair value at the grant date for
its share-based awards. In accordance to this standard, the Company recognizes the compensation cost of all share-based awards on a straight-line basis over the vesting period of the award.

The Company previously accounted for its employee stock option and employee stock purchase plans (ESPP) under the intrinsic value recognition
and measurement principles of Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, and related Interpretations, and adopted the disclosure-only provisions of Statement of Financial
Accounting Standard No. 123, Accounting for Stock-Based Compensation, (SFAS 123), as amended by Statement of Financial Accounting Standard No. 148, Accounting for Stock-Based Compensation  Transition and
Disclosures, (SFAS 148). Under APB 25, no compensation expense was recorded in earnings for the Companys stock options and awards granted under the Companys ESPP. The pro forma effects on net income and earnings per share for stock
options and ESPP awards were instead disclosed in a footnote to the unaudited condensed consolidated financial statements.



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The Company has elected to use the modified prospective transition method as permitted by SFAS 123(R) and
therefore has not restated its financial results for prior periods. Under this transition method, in the three months ended January 31, 2006 the compensation cost recognized includes the cost for all stock-based compensation awards granted
prior to, but not yet vested as of November 1, 2005, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123. Compensation cost for all share-based compensation awards granted subsequent to
October 31, 2005 was based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R). In conjunction with the adoption of SFAS 123(R), the Company changed its method of attributing the value of stock-based
compensation to expense from the accelerated multiple-option approach to the straight-line single option method. Compensation expense for all share-based payment awards granted prior to November 1, 2005 will continue to be recognized using the
accelerated multiple-option approach while compensation expense for all share-based payment awards granted on or subsequent to November 1, 2005 has been and will continue to be recognized using the straight-line single-option approach.

Compensation expense recognized in the unaudited condensed consolidated statement of operations for the three months ended January, 31,
2006 is based on awards ultimately expected to vest and it reflects estimated forfeitures. SFAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those
estimates. Prior to adoption of SFAS 123(R) we accounted for forfeitures as they occurred.

In calculating the compensation cost, the
Company estimates the fair value of each option grant on the date of grant using the Black-Scholes-Merton options pricing model. The Black-Scholes-Merton option pricing model was developed for use in estimating the fair value of traded options that
have no vesting restrictions and are fully transferable. In addition, the Black-Scholes-Merton model requires the input of highly subjective assumptions including the expected stock price volatility.

As a result of adopting SFAS 123(R), the Companys loss before income taxes provision and net loss for the three months ended January 31, 2006
are $1.0 million higher than if it had continued to account for share-based compensation under APB 25. Basic and diluted net loss per share for the three months ended January 31, 2006 would have been $0.03 if the Company had not adopted SFAS
123(R), compared to the reported basic and diluted net loss per share of $0.04. There was no effect on the unaudited condensed consolidated statements of cash flows from adopting SFAS 123(R).

The following table illustrates the stock-based compensation expense resulting from stock options and ESPP included in the unaudited condensed
consolidated statement of operations for the three-month period ended January 31, 2006 (in thousands):



|                                                             |  |                                     |    
|------------------------------------------------------------ |  | ----------------------------------- | ---
|                                                             |  | Three Months Ended January 31, 2006
|Cost of goods sold                                           |  | $                                   | 77 
|Research and development                                     |  |                                     | 336
|Selling, general and administrative                          |  |                                     | 564
|                                                             |  |                                     |    
|Stock-based compensation expense before income taxes benefit |  | $                                   | 977
|Income tax benefit                                           |  |                                     |   
|                                                             |  |                                     |    
|Stock-based compensation expense after income taxes benefit  |  | $                                   | 977
|                                                             |  |                                     |    

During the first three-month period of fiscal 2006, the Company recorded a total of $1.1 million
in stock-based compensation expense, of which $0.1 million was capitalized as inventory at January 31, 2006 and the remaining balance of $1.0 million was included in the results of operations.

The following table illustrates the effect on reported net loss and net loss per share for the three months ended January 31, 2005 as if the Company
had applied the fair value recognition provisions of SFAS 123 to stock-based compensation (in thousands, except per share data):



|                                                                                                                                     |  |                                     |         |  
|------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------- | ------- | -
|                                                                                                                                     |  | Three Months Ended January 31, 2005 |        
|Net loss as reported                                                                                                                 |  | $                                   | (36,302 | )
|Add: Stock-based employee compensation expense included in reported net loss, net of related tax effects                             |  |                                     | 839     |  
|Less: Stock-based employee compensation expense determined under fair value based methods for all awards, net of related tax
effects |  |                                     | (8,011  | )
|                                                                                                                                     |  |                                     |         |  
|Pro forma net loss                                                                                                                   |  | $                                   | (43,474 | )
|                                                                                                                                     |  |                                     |         |  
|Basic and diluted net loss per share as reported                                                                                     |  | $                                   | (0.41   | )
|Basic and diluted net loss per share pro forma                                                                                       |  | $                                   | (0.49   | )

Prior to the adoption of SFAS 123(R), in August 2005, the Companys Board of Directors
approved the accelerated vesting of certain unvested and out-of-the-money non-qualified stock options previously awarded to employees and officers with option



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exercise prices equal to or greater than $9.15. Options held by non-employee directors were excluded from the vesting acceleration. In addition, in order to
prevent executive officers from unintended personal benefits, the Companys executive officers have agreed to the imposition of restrictions on any shares received through the exercise of accelerated options. Those restrictions will prevent the
sale of any shares received from the exercise of an accelerated option until the earlier of the original vesting date of the option or the executive officers termination of employment. The $9.15 price was selected because it was higher than
the closing price of the Companys common stock of $8.84 on August 29, 2005, the date of this acceleration. The accelerated options represented approximately 15 percent or approximately 2.8 million shares of the total of all
outstanding Credence options on August 29, 2005. The acceleration was intended to reduce the stock option expense the Company would be required to record after the adoption of SFAS 123(R).

Stock Option Plans

The stock option plans program is
a broad-based, long-term retention program that is intended to attract and retain qualified management and employees, and align stockholder and employee interest. The stock option plans program consists of two plans: one under which non-employee
directors may be granted options to purchase shares of the Companys stock, and another in which non-employee directors, employees and consultants may be granted options to purchase shares of the Companys stock, restricted stock,
restricted stock units and other types of equity awards. Under this program, stock options generally have a vesting period of four years, are exercisable for a period not to exceed ten years from the date of issuance and are generally granted at
prices not less than the fair market value of our common stock at the grant date. Restricted stock or restricted stock units may be granted with varying criteria such as time based or performance based vesting. In addition, the Companys Board
of Directors has the discretion to use a different vesting schedule and has done so from time to time.

In fiscal 2005, the Companys
Board of Director and shareholders approved the 2005 Stock Incentive Plan (the 2005 Plan), which provides for the grant of options to purchase shares of the Companys common stock, stock appreciation rights and restricted stock to
employees, members of the Board of Directors and consultants. The maximum number of shares available for grant under the 2005 Plan was 5.9 million shares as of January 2006.

During fiscal 2005, the 1993 Stock Option Plan (the 1993 Plan), under which the Company previously granted options to employees and members
of the Board of Directors, expired. However, outstanding options granted under the 1993 Plan remain exercisable in accordance with the terms of the original grant agreements.

Summary of activity under stock option plan for the three months ended January 31, 2006:



|                                               |  |                                          |   |  |                                           |   |  |                                        |       |                                        |   |                                                     |  |     
|---------------------------------------------- |  | ---------------------------------------- | - |  | ----------------------------------------- | - |  | -------------------------------------- | ----- | -------------------------------------- | - | --------------------------------------------------- |  | ----
|                                               |  | OptionsAvailable for Grant(In thousands) |   |  | Number ofOptionsOutstanding(In thousands) |   |  | WeightedAverageExercise Priceper share |       | AggregateIntrinsic Value(In thousands) |   | WeightedAverageRemainingContractual Life
(In years)
|Balance at October 31, 2005                    |  | 6,091                                    |   |  | 18,158                                    |   |  | $                                      | 12.87 |                                        |   |                                                     |  |     
|Options granted                                |  | (177                                     | ) |  | 177                                       |   |  | $                                      | 6.92  |                                        |   |                                                     |  |     
|Options canceled/forfeited/expired             |  | 29                                       |   |  | (332                                      | ) |  | $                                      | 12.11 |                                        |   |                                                     |  |     
|Options exercised                              |  |                                         |   |  | (131                                      | ) |  | $                                      | 7.15  |                                        |   |                                                     |  |     
|                                               |  |                                          |   |  |                                           |   |  |                                        |       |                                        |   |                                                     |  |     
|Balance at January 31, 2006                    |  | 5,943                                    |   |  | 17,872                                    |   |  | $                                      | 12.86 |                                        | $ | 11,039                                              |  | 6.08
|                                               |  |                                          |   |  |                                           |   |  |                                        |       |                                        |   |                                                     |  |     
|Vested or expected to vest at January 31, 2006 |  |                                          |   |  | 15,578                                    |   |  | $                                      | 13.66 |                                        | $ | 7,557                                               |  | 6.03
|                                               |  |                                          |   |  |                                           |   |  |                                        |       |                                        |   |                                                     |  |     
|Exercisable at January 31, 2006                |  |                                          |   |  | 15,530                                    |   |  | $                                      | 13.66 |                                        | $ | 7,518                                               |  | 6.03
|                                               |  |                                          |   |  |                                           |   |  |                                        |       |                                        |   |                                                     |  |     

The weighted-average grant date fair value per options granted during the three months ended
January 31, 2006 and 2005 was $2.97 and $5.67, respectively. The total intrinsic value of options exercised during the three months ended January 31, 2006 and 2005 was $0.2 million and $0.1 million, respectively. Cash proceeds from the
exercise of stock options were $0.9 million and $0.5 million for the three months ended January 31, 2006 and 2005, respectively. No income tax benefit was realized from the stock option exercises during the three-month period ended
January 31, 2006 and 2005. Stock-based compensation expense related to stock options recognized under SFAS 123(R) for the three months ended January 31, 2006 was $0.6 million. At January 31, 2006, there was $5.0 million of
unrecognized stock-based compensation expense related to non-vested options and is expected to be recognized over a weighted-average period of 1.8 years.

The fair value of option grants was estimated by using the Black-Scholes-Merton model with the following weighted-average assumptions for the three months ended January 31, 2006 and 2005, respectively:



|                         |  |                               |   |  |      |  
|------------------------ |  | ----------------------------- | - |  | ---- | -
|                         |  | Three Months EndedJanuary 31, |  
|                         |  | 2006                          |   |  | 2005 |  
|Expected volatility      |  | 54                            | % |  | 75   | %
|Dividend yield           |  |                              |   |  |     |  
|Risk-free interest rate  |  | 4.4                           | % |  | 3.5  | %
|Expected life (in years) |  | 4.0                           |   |  | 5.1  |  



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Expected Volatility: The Companys computation of expected volatility for the three-month
period ended January 31, 2006 is based on a combination of implied volatilities from traded options on the Companys stock and historical volatility. Prior to the three months ended January 31, 2006, the Company had used its
historical stock price volatility in accordance with SFAS 123 for purposes of its pro forma information. The selection of a combination of the implied and historical volatility approach was based upon the availability of actively traded options on
the Companys stock and the Companys assessment that this combination is more representative of future stock price trends than historical volatility alone.

Dividend Yield: The dividend yield assumption is based on the Companys history and expectation of dividend payouts.

Risk-Free Interest Rate:The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option.

Expected Term:The Companys expected term represents the period that the Companys stock-based awards are expected to be outstanding
and was determined for the three-month period ended January 31, 2006 based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future
employee behavior.

Employee Stock Purchase Plan (ESPP)

In 1994, the Company adopted the 1994 Employee Stock Purchase Plan (the 1994 Plan), which provides direct employees, employed with the Company for at least thirty consecutive days as of the entry date into
any offering period, with the opportunity to acquire shares of the Companys common stock. Employees may contribute up to 10% of their base wages to the plan. The Company has a one-year rolling plan with two six-month purchases within the
offering period. The purchase price is 85% of the fair market value per share of common stock at the beginning of the offering period or the end of the purchase period, whichever is lower. If the fair market value per share is lower on the purchase
date than the beginning of the offering period, the current offering period will terminate and a new one-year offering period will commence. The plan restricts the maximum number of shares that an employee can purchase to 1,500 shares each
semi-annual period and to $25,000 worth of common stock each year. At January 31, 2006, there were 1.2 million shares reserved for issuance under the 1994 Plan.

The fair value of issuances under the 1994 Plan is estimated on the issuance date by applying the principles of FASB Technical Bulletin 97-1 (FTB 97-1), Accounting under Statement 123 for Certain Employee Stock
Purchase Plan with a Look Back Option and using the Black-Scholes-Merton options pricing model. There were no awards granted and no stock purchases under our ESPP during the three months ended January 31, 2006 and 2005. Stock-based
compensation expense related to employee stock purchases recognized under SFAS 123(R) for the three months ended January 31, 2006 was $0.4 million. At January 31, 2006, there was $0.8 million of unrecognized stock-based compensation
expense related to outstanding ESPP shares and is expected to be recognized over a seven months period.

7. Inventories

Inventories are stated at the lower of standard cost (which approximates first-in, first-out cost) or market. Inventories consist of the following (in
thousands):



|                |  |                 |        |                 |   |       
|--------------- |  | --------------- | ------ | --------------- | - | ------
|                |  | January 31,2006 |        | October 31,2005
|Raw materials   |  | $               | 45,483 |                 | $ | 43,790
|Work-in-process |  |                 | 28,593 |                 |   | 21,121
|Finished goods  |  |                 | 12,380 |                 |   | 14,143
|                |  |                 |        |                 |   |       
|Total           |  | $               | 86,456 |                 | $ | 79,054
|                |  |                 |        |                 |   |       

8. Balance Sheet Components

Prepaid expenses and other current assets consist of the following (in thousands):



|                                                 |  |                 |        |                 |   |       
|------------------------------------------------ |  | --------------- | ------ | --------------- | - | ------
|                                                 |  | January 31,2006 |        | October 31,2005
|Short-term lease receivables                     |  | $               | 204    |                 | $ | 1,227 
|Receivable from contract equipment manufacturers |  |                 | 2,965  |                 |   | 4,383 
|Other prepaid expenses                           |  |                 | 13,441 |                 |   | 12,896
|                                                 |  |                 |        |                 |   |       
|Total                                            |  | $               | 16,610 |                 | $ | 18,506
|                                                 |  |                 |        |                 |   |       



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Property and equipment, net (in thousands):



|                              |  |                 |          |   |                 |   |          |  
|----------------------------- |  | --------------- | -------- | - | --------------- | - | -------- | -
|                              |  | January 31,2006 |          |   | October 31,2005 |  
|Land                          |  | $               | 26,844   |   |                 | $ | 26,835   |  
|Buildings                     |  |                 | 35,816   |   |                 |   | 35,746   |  
|Machinery and equipment       |  |                 | 104,860  |   |                 |   | 104,626  |  
|Software                      |  |                 | 30,828   |   |                 |   | 30,705   |  
|Leasehold improvements        |  |                 | 39,674   |   |                 |   | 39,106   |  
|Furniture and fixtures        |  |                 | 10,529   |   |                 |   | 10,456   |  
|                              |  |                 |          |   |                 |   |          |  
|                              |  |                 | 248,551  |   |                 |   | 247,474  |  
|Less accumulated depreciation |  |                 | (154,431 | ) |                 |   | (150,783 | )
|                              |  |                 |          |   |                 |   |          |  
|Total                         |  | $               | 94,120   |   |                 | $ | 96,691   |  
|                              |  |                 |          |   |                 |   |          |  

Other assets consist of the following (in thousands):



|                            |  |                 |        |                 |   |       
|--------------------------- |  | --------------- | ------ | --------------- | - | ------
|                            |  | January 31,2006 |        | October 31,2005
|Long-term lease receivables |  | $               | 933    |                 | $ | 3,489 
|Equipment on lease          |  |                 | 347    |                 |   | 415   
|Field service spares        |  |                 | 33,308 |                 |   | 30,001
|Product consignment         |  |                 | 15,837 |                 |   | 16,439
|Other assets                |  |                 | 7,690  |                 |   | 7,680 
|                            |  |                 |        |                 |   |       
|Total                       |  | $               | 58,115 |                 | $ | 58,024
|                            |  |                 |        |                 |   |       

Product spare parts that are used in the Companys service business are classified as other
assets and are depreciated using the straight-line method over five years. When spare parts are sold to third parties the transaction is recorded as net sales. Amortization expense was approximately $2.8 million and $1.8 million for three months
ended January 31, 2006 and 2005, respectively.

Product consignments to internal and external customers are classified as other assets
and are depreciated using the straight-line method over 18 to 36 months. Amortization expense was approximately $1.7 million and $3.7 million for the three months ended January 31, 2006 and 2005, respectively.

Accrued expenses and other liabilities consist of the following (in thousands):



|                                |  |                  |        |                 |   |       
|------------------------------- |  | ---------------- | ------ | --------------- | - | ------
|                                |  | January 31, 2006 |        | October 31,2005
|Accrued distributor commissions |  | $                | 1,660  |                 | $ | 2,010 
|Accrued bonuses                 |  |                  | 1,556  |                 |   | 5,073 
|Accrued restructuring expenses  |  |                  | 7,484  |                 |   | 10,178
|Accrued sales taxes             |  |                  | 970    |                 |   | 165   
|Accrued value added taxes       |  |                  | 483    |                 |   | 2,062 
|Accrued interest expense        |  |                  | 562    |                 |   | 1,238 
|Other accrued liabilities       |  |                  | 16,377 |                 |   | 19,030
|                                |  |                  |        |                 |   |       
|Total                           |  | $                | 29,092 |                 | $ | 39,756
|                                |  |                  |        |                 |   |       

9. Convertible Subordinated Notes

In June 2003, the Company issued $180 million of 11/2% convertible subordinated notes (the Notes) due
May 2008 in a private placement. The Notes are unsecured obligations of the Company and are subordinated to all present and future senior indebtedness of the Company. Interest is payable semiannually on May 15 and November 15, commencing
November 15, 2003. The Notes are convertible into common stock of the Company at an initial conversion price of $11.31 per share, subject to adjustment in certain dilution events. The Notes do not include a beneficial conversion feature or
financial covenants. Expenses of $5.8 million associated with the offering were capitalized upon issuance and are included in other current assets and in other long-term assets in the unaudited condensed consolidated balance sheets. Such expenses
are being amortized to interest expenses over the term of the Notes. The Company continues to use the net proceeds of the offering for general corporate purposes, including working capital and potential acquisitions.



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10. Acquisitions

NPTest Holding Corporation:

In May 2004, the Company acquired 100% of the outstanding common stock of
NPTest Holding Corporation (NPTest), a company that designed, developed and manufactured advanced semiconductor test and diagnostic systems and provided related services for the semiconductor industry. The addition of NPTest expanded the
Companys customer base and enables the Company to provide customers with a broader portfolio of solutions. The acquisition resulted in a total cash payment to shareholders of NPTest of approximately $230 million and the right to receive
approximately 32 million shares of the Companys common stock, including the assumed conversion of 203,036 shares of the Companys preferred stock at a conversion ratio of 100 to 1, with an aggregate fair value at the acquisition date
of approximately $376.5 million. During fiscal 2005, all of the 32 million shares were issued and outstanding as common stock. The Company also incurred direct costs associated with the acquisition of approximately $5.9 million. Below is a
summary of the total purchase price (in thousands):



|                           |  |   |        
|-------------------------- |  | - | -------
|Cash                       |  | $ | 229,950
|Common and preferred stock |  |   | 376,514
|Outstanding stock options  |  |   | 38,108 
|Direct acquisition costs   |  |   | 5,910  
|                           |  |   |        
|Total purchase price       |  | $ | 650,482
|                           |  |   |        

The majority owner of NPTest, who owned approximately 63% of NPTests common stock, received
203,036 shares of non-voting convertible preferred stock of the Company as a result of the acquisition. Each share of NPTest common stock held by this majority owner was exchanged for 0.008 of a share of the Companys non-voting convertible
stock. Each share of the non-voting convertible stock was convertible into 100 shares of the Companys common stock. The non-voting convertible stock was identical in all respects to the Companys common stock except that, prior to
conversion, it had no voting rights, but had a liquidation preference of $0.001 per share. The non-voting convertible stock was classified as preferred stock. In fiscal 2005, the majority owner converted all of the 203,036 shares of the
Companys non-voting convertible preferred stock into 20,303,600 shares of the Companys common stock.

In accordance with
Statement of Financial Accounting Standard No. 141, Business Combination, (SFAS 141), the purchase was accounted for as a purchase transaction. The Company allocated the purchase price to the tangible and intangible assets acquired,
including in-process research and development, and liabilities assumed based on their estimated fair values, and to deferred stock compensation. The excess purchase price over those fair values was recorded as goodwill. The fair value assigned to
tangible and intangible assets acquired and liabilities assumed were based on estimates and assumptions provided by management, and other information compiled by management, including valuations that utilize established valuation techniques
appropriate for the high technology industry. Goodwill recorded as a result of these acquisitions is not expected to be deductible for tax purposes. In accordance with Statement of Financial Accounting Standard No. 142, Goodwill and Other
Intangible Assets, (SFAS 142), goodwill and purchased intangible assets with indefinite lives are not amortized but reviewed at least annually for impairment. Purchased intangible assets with finite lives will be amortized on a straight-line
basis over their respective estimated useful lives. The total purchase price has been allocated as follows (in thousands, except years):



|                                                |  |        |         |   |                    |   |                    |  |     
|----------------------------------------------- |  | ------ | ------- | - | ------------------ | - | ------------------ |  | ----
|                                                |  | Amount |         |   | AnnualAmortization |   | UsefulLives(Years)
|Purchase Price Allocation:                      |  |        |         |   |                    |   |                    |  |     
|Net tangible assets assumed                     |  | $      | 174,978 |   |                    | $ |                   |  |    
|Intangible assets acquired:                     |  |        |         |   |                    |   |                    |  |     
|Developed technology                            |  |        | 70,300  |   |                    |   | 7,030              |  | 10  
|Maintenance agreements                          |  |        | 13,800  |   |                    |   | 2,760              |  | 5   
|Customer relationships                          |  |        | 12,100  |   |                    |   | 1,729              |  | 7   
|Product backlog                                 |  |        | 4,900   |   |                    |   | 4,900              |  | 1   
|                                                |  |        |         |   |                    |   |                    |  |     
|Total amortizable intangible assets             |  |        | 101,100 |   |                    |   | 16,419             |  |    
|In-process research and development             |  |        | 7,900   |   |                    |   |                   |  |    
|Deferred compensation on unvested stock options |  |        | 9,967   |   |                    |   | 3,067              |  | 3.25
|Deferred tax                                    |  |        | (29,362 | ) |                    |   |                   |  |    
|Goodwill                                        |  |        | 385,899 |   |                    |   |                   |  |    
|                                                |  |        |         |   |                    |   |                    |  |     
|Total purchase price                            |  | $      | 650,482 |   |                    | $ | 19,486             |  |     
|                                                |  |        |         |   |                    |   |                    |  |     

The purchase price allocation changed by $0.1 million during the three months ended
January 31, 2006 due to write down of other accrued expenses and liabilities related to relocation charges previously accrued. These amounts were credited to goodwill in accordance with EITF Issue No. 95-3, Recognition of Liabilities
in Connection with Purchase Business Combinations (EITF Issue No. 95-3).



13



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##### Table of Contents

The purchase price allocation is subject to change if the Company obtains additional information
concerning the fair value of certain tangible assets and liabilities of NPTest at May 28, 2004.

In November 2004, the Board of
Directors approved moving forward with a major component of managements original integration plan, which involved closing the Simi Valley, California facility and moving all manufacturing activities at this site to Hillsboro, Oregon. The
Company recognized these costs in accordance with EITF 95-3. The related facility lease charges will be paid through the end of the lease terms, which extend through June 2008, of which the majority of the payment related to the Simi Valley
facility, which ends in January 2007. As of January 31, 2006, $2.2 million remained to be paid for these charges.

The following table
illustrates the charges and the estimated timing of future payouts at January 31, 2006 (in thousands):



|                                    |  |                            |        |   |         |   |          |  |             |     |  |                            |     |   |  |   |        |  
|----------------------------------- |  | -------------------------- | ------ | - | ------- | - | -------- |  | ----------- | --- |  | -------------------------- | --- | - |  | - | ------ | -
|                                    |  | Balance atOctober 31, 2005 |        |   | Charges |   | Utilized |  | Adjustments |     |  | Balance atJanuary 31, 2006 |    
|Severance                           |  | $                          | (231   | ) |         | $ |         |  | $           | 160 |  | $                          | (12 | ) |  | $ | (83    | )
|Facilities                          |  |                            | (2,348 | ) |         |   |         |  |             | 260 |  |                            | (2  | ) |  |   | (2,090 | )
|Relocation                          |  |                            | (182   | ) |         |   |         |  |             | 32  |  |                            | 106 |   |  |   | (44    | )
|                                    |  |                            |        |   |         |   |          |  |             |     |  |                            |     |   |  |   |        |  
|Total                               |  | $                          | (2,761 | ) |         | $ |         |  | $           | 452 |  | $                          | 92  |   |  | $ | (2,217 | )
|                                    |  |                            |        |   |         |   |          |  |             |     |  |                            |     |   |  |   |        |  
|Estimated timing of future payouts: |  |                            |        |   |         |   |          |  |             |     |  |                            |     |   |  |   |        |  
|Remainder of fiscal 2006            |  |                            |        |   |         |   |          |  |             |     |  |                            |     |   |  | $ | 1,906  |  
|Fiscal 2007                         |  |                            |        |   |         |   |          |  |             |     |  |                            |     |   |  |   | 260    |  
|Fiscal 2008                         |  |                            |        |   |         |   |          |  |             |     |  |                            |     |   |  |   | 51     |  
|                                    |  |                            |        |   |         |   |          |  |             |     |  |                            |     |   |  |   |        |  
|Total                               |  |                            |        |   |         |   |          |  |             |     |  |                            |     |   |  | $ | 2,217  |  
|                                    |  |                            |        |   |         |   |          |  |             |     |  |                            |     |   |  |   |        |  

11. Goodwill and Other Intangibles

The Company accounts for goodwill in accordance with Statement of Financial Accounting Standards No. 142 Goodwill and Other Intangible
Assets, (SFAS 142). Under SFAS 142, goodwill and indefinite lived intangible assets are not amortized, but are reviewed annually (or more frequently if impairment indicators arise) for impairment. For purposes of SFAS 142, the Company
determined that it has only a single reporting unit since fiscal year 2003. To perform the goodwill impairment test, the Company determines the carrying value of its reporting unit by assigning the assets and liabilities, including existing goodwill
and intangible assets, to it. The Company then compares the carrying value with the fair value of the reporting unit. To the extent the Companys reporting units carrying amount exceeds its fair value, the Company must perform the second
step of the impairment test. In the second step, the Company must compare the implied fair value of the reporting units goodwill to its carrying amount. If no impairment exists under step one, the second step is not required. No impairment
loss was recognized in the three months ended January 31, 2006 and 2005, respectively.

As mandated by SFAS 142, the Company completed
its annual goodwill impairment test as of July 31, 2005. Based on the test, the Company determined that the sum of the expected future discounted cash flows from the assets exceeded the carrying value of those assets; therefore, no impairment
of goodwill was recognized. However, no assurance can be given that future evaluations of goodwill will not result in future impairment charges. The Company will continue to evaluate goodwill on an annual basis and at such other times as events and
changes in circumstances suggest that the carrying amount may not be recoverable from its estimated future discounted cash flow.

The
determination as to whether a write down of goodwill is necessary involves significant judgment based on the short-term and long-term projections of the future performance of the Company. The assumptions supporting the estimated future cash flows of
the reporting unit, including the discount rate used and estimated terminal value reflect the Companys best estimates.

As of
November 1, 2002, the Company also adopted Statement of Financial Accounting Standards No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets, (SFAS 144). During the first three months of fiscal 2005, the
Company began to accelerate the depreciation for leasehold improvements related to the San Jose and Simi Valley, California buildings as part of the facilities consolidations. The amount of the accelerated depreciation related to these leasehold
improvements was approximately $0.6 million for the three months ended January 31, 2005. Accelerated depreciation related to the leasehold improvements was recorded in operating expenses.

Other intangible assets subject to amortization were as follows (in thousands):

14



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##### Table of Contents

|                       |  |      |         |                         |   |         |     |  |   |       
|---------------------- |  | ---- | ------- | ----------------------- | - | ------- | --- |  | - | ------
|January 31, 2006       |  | Cost |         | AccumulatedAmortization |   |         | Net
|Purchased technology   |  | $    | 125,206 |                         | $ | (51,440 | )   |  | $ | 73,766
|Customer relations     |  |      | 19,802  |                         |   | (10,583 | )   |  |   | 9,219 
|Maintenance contracts  |  |      | 13,800  |                         |   | (4,600  | )   |  |   | 9,200 
|Product backlog        |  |      | 4,900   |                         |   | (4,900  | )   |  |   |      
|Trademarks             |  |      | 2,053   |                         |   | (2,053  | )   |  |   |      
|Patents                |  |      | 862     |                         |   | (862    | )   |  |   |      
|Non-compete agreements |  |      | 750     |                         |   | (750    | )   |  |   |      
|                       |  |      |         |                         |   |         |     |  |   |       
|Total                  |  | $    | 167,373 |                         | $ | (75,188 | )   |  | $ | 92,185
|                       |  |      |         |                         |   |         |     |  |   |       



|                       |  |      |         |                         |   |         |     |  |   |       
|---------------------- |  | ---- | ------- | ----------------------- | - | ------- | --- |  | - | ------
|October 31, 2005       |  | Cost |         | AccumulatedAmortization |   |         | Net
|Purchased technology   |  | $    | 125,206 |                         | $ | (48,446 | )   |  | $ | 76,760
|Customer relations     |  |      | 19,802  |                         |   | (10,013 | )   |  |   | 9,789 
|Maintenance contracts  |  |      | 13,800  |                         |   | (3,910  | )   |  |   | 9,890 
|Product backlog        |  |      | 4,900   |                         |   | (4,900  | )   |  |   |      
|Trademarks             |  |      | 2,053   |                         |   | (2,053  | )   |  |   |      
|Patents                |  |      | 862     |                         |   | (862    | )   |  |   |      
|Non-compete agreements |  |      | 750     |                         |   | (750    | )   |  |   |      
|                       |  |      |         |                         |   |         |     |  |   |       
|Total                  |  | $    | 167,373 |                         | $ | (70,934 | )   |  | $ | 96,439
|                       |  |      |         |                         |   |         |     |  |   |       

Amortization expenses for the other intangible assets were $4.3 million and $5.9 million for the
three months ended January 31, 2006 and 2005, respectively.

The estimated future amortization expense of purchased intangible assets
with definite lives for the next five years is as follows (in thousands):



|                         |  |        |       
|------------------------ |  | ------ | ------
|Year Ending October 31,  |  | Amount
|Remainder of fiscal 2006 |  | $      | 12,350
|2007                     |  |        | 16,466
|2008                     |  |        | 14,518
|2009                     |  |        | 12,718
|2010                     |  |        | 9,934 
|Thereafter               |  |        | 26,199
|                         |  |        |       
|Total                    |  | $      | 92,185
|                         |  |        |       

12. Net Loss Per Share

Basic and diluted net loss per share is based upon the weighted average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted average number of common shares
and dilutive-potential common shares outstanding during the period.

The following table sets forth the computation of basic and diluted
loss per share for periods indicated (in thousands, except per share amounts):



|                                    |  |                               |        |   |      |   |         |  
|----------------------------------- |  | ----------------------------- | ------ | - | ---- | - | ------- | -
|                                    |  | Three Months EndedJanuary 31, |       
|                                    |  | 2006                          |        |   | 2005 |  
|Numerator:                          |  |                               |        |   |      |   |         |  
|Net loss                            |  | $                             | (4,046 | ) |      | $ | (36,302 | )
|                                    |  |                               |        |   |      |   |         |  
|Denominator:                        |  |                               |        |   |      |   |         |  
|Weighted-average shares outstanding |  |                               | 99,492 |   |      |   | 87,977  |  
|                                    |  |                               |        |   |      |   |         |  
|Basic net loss per share            |  | $                             | (0.04  | ) |      | $ | (0.41   | )
|                                    |  |                               |        |   |      |   |         |  
|Diluted net loss per share          |  | $                             | (0.04  | ) |      | $ | (0.41   | )
|                                    |  |                               |        |   |      |   |         |  



15



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##### Table of Contents

At January 31, 2006 and 2005, there were options to purchase 17,872,001 and 19,811,962 shares of
common stock outstanding at a weighted average exercise price of $12.86 and $15.16, respectively, which were excluded from the diluted net loss per share calculation for the three months ended January 31, 2006 and 2005 as their effect was
anti-dilutive in each respective period. There were also 15,915,119 shares issuable under the terms of the convertible subordinated notes issued in June 2003 which were excluded from the diluted net loss per share calculation for the three months
ended January 31, 2006 and 2005 as their effect was anti-dilutive in each respective period. In addition, 6,657,400 shares of non-voting convertible preferred stock were excluded from the diluted loss per share calculation for the three months
ended January 31, 2005 because they were anti-dilutive.

13. Recent Accounting Pronouncements

In November 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position FAS 115-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments (FSP 115-1), which provides guidance on determining when investments in certain debt and equity securities are considered impaired, whether that impairment
is other-than-temporary, and on measuring such impairment loss. FSP 115-1 also includes accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosure about unrealized losses that have
not been recognized as other-than-temporary impairments. FSP115-1 is effective for reporting periods beginning after December 15, 2005. The Company does not believe the adoption of FSP 115-1 on February 1, 2006 will have a material impact
on its financial statements.

In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement
Obligations, (FIN 47) which clarifies that the term conditional asset retirement obligation as used in Statement of Financial Accounting Standard No. 143, Accounting for Asset Retirement Obligations
(SFAS 143), refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. However, the
obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and/or method of settlement. FIN 47 requires that the uncertainty about the timing and/or method of settlement of a conditional
asset retirement obligation be factored into the measurement of the liability when sufficient information exists. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement
obligation. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. The Company does not believe the adoption of FIN 47 will have a material impact on its financial statements.

14. Commitments and Contingencies

The Company leases
some of its facilities and equipment under operating leases that expire periodically through 2013.

Some of the components that the
Companys purchases are unique to the Company and must be purchased in relatively high minimum quantities with long (in excess of three months) lead times. These business circumstances can lead to the Company holding relatively high inventory
levels and associated risks. In addition, purchase commitments for unique components are relatively inflexible in terms of deferral or cancellation. At January 31, 2006, the Company had open and committed purchase orders totaling approximately
$46.9 million.

The following summarizes the Companys minimum contractual cash obligations and other commitments at January 31,
2006, and the effect of such obligations in future periods (in thousands):



|                                                                   |  |       |         |                        |   |        |  |      |        |      |   |         |  |            |       |  |   |     |  |   |      
|------------------------------------------------------------------ |  | ----- | ------- | ---------------------- | - | ------ |  | ---- | ------ | ---- | - | ------- |  | ---------- | ----- |  | - | --- |  | - | -----
|                                                                   |  | Total |         | Remainderof Fiscal2006 |   | 2007   |  | 2008 |        | 2009 |   | 2010    |  | Thereafter
|Contractual Obligations:                                           |  |       |         |                        |   |        |  |      |        |      |   |         |  |            |       |  |   |     |  |   |      
|Facilities and equipment operating leases (1)                      |  | $     | 25,533  |                        | $ | 5,660  |  | $    | 6,518  |      | $ | 5,479   |  | $          | 5,303 |  | $ | 840 |  | $ | 1,733
|Convertible subordinated notes (2)                                 |  |       | 180,000 |                        |   |       |  |      |       |      |   | 180,000 |  |            |      |  |   |    |  |   |     
|Interest on convertible subordinated notes                         |  |       | 6,750   |                        |   | 1,350  |  |      | 2,700  |      |   | 2,700   |  |            |      |  |   |    |  |   |     
|Trade-in commitments (3)                                           |  |       | 1,600   |                        |   | 1,600  |  |      |       |      |   |        |  |            |      |  |   |    |  |   |     
|Minimum payable for information technology outsourced services (3) |  |       | 233     |                        |   | 233    |  |      |       |      |   |        |  |            |      |  |   |    |  |   |     
|Minimum commitment under Technology Development Agreement          |  |       | 1,030   |                        |   |       |  |      |       |      |   | 1,030   |  |            |      |  |   |    |  |   |     
|Open non-cancelable purchase order commitments                     |  |       | 46,915  |                        |   | 43,840 |  |      | 3,075  |      |   |        |  |            |      |  |   |    |  |   |     
|                                                                   |  |       |         |                        |   |        |  |      |        |      |   |         |  |            |       |  |   |     |  |   |      
|Total contractual cash and other obligations                       |  | $     | 262,061 |                        | $ | 52,683 |  | $    | 12,293 |      | $ | 189,209 |  | $          | 5,303 |  | $ | 840 |  | $ | 1,733
|                                                                   |  |       |         |                        |   |        |  |      |        |      |   |         |  |            |       |  |   |     |  |   |      

---

|(1) | Approximately $9.6 million of this total has been accrued for as restructuring charges in the unaudited condensed consolidated balance sheets as accrued expenses and other
liabilities.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | This amount is recorded in the unaudited condensed consolidated balance sheets as convertible subordinated notes.
|--- | -----------------------------------------------------------------------------------------------------------------

|(3) | This amount is recorded in the unaudited condensed consolidated balance sheets as accrued expenses and other liabilities and deferred profit.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------

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The Company warrants its products to its customers generally for one year from the date of shipment. The
Company provides reserves for the estimated costs of product warranties at the time revenue is recognized. The Company estimates the costs of warranty obligations based on historical experience of known product failure rates, use of materials to
repair or replace defective products and service delivery costs incurred in correcting product failures.

The following table represents
the activity in the warranty accrual for the three months ended January 31, 2006 and 2005 (in thousands):



|                                                      |  |                                |        |   |      |   |        |  
|----------------------------------------------------- |  | ------------------------------ | ------ | - | ---- | - | ------ | -
|                                                      |  | Three Months Ended January 31, |       
|                                                      |  | 2006                           |        |   | 2005 |  
|Beginning balance                                     |  | $                              | 13,419 |   |      | $ | 15,314 |  
|Add: Accruals for warranties issued during the period |  |                                | 3,630  |   |      |   | 4,913  |  
|Less: Adjustments of prior period accrual estimates   |  |                                | (29    | ) |      |   |       |  
|Warranty spending                                     |  |                                | (4,221 | ) |      |   | (6,261 | )
|                                                      |  |                                |        |   |      |   |        |  
|Ending balance                                        |  | $                              | 12,799 |   |      | $ | 13,966 |  
|                                                      |  |                                |        |   |      |   |        |  

The Company also offers warranties in excess of one year. Revenues associated with warranties
beyond one year are deferred and recognized over the relevant period. Costs that are directly related to services performed for warranties in excess of one year are charged to expense as incurred.

Legal Proceedings

In March 2005, Roy Schmidt, a
former employee, filed a complaint in the Superior Court of Santa Clara County, California against the Company, alleging fraud and various other contractual and tort claims in connection with the termination of his employment by the Company.
Mr. Schmidt alleges damages in excess of $3.0 million and seeks in addition punitive damages. Discovery has commenced in this litigation. The Company intends to vigorously defend these claims and believe it possesses meritorious defenses to the
claims.

The Company also is involved in various claims arising in the ordinary course of business, none of which, in the opinion of
management, if determined adversely against the Company, will have a material adverse effect on the Companys business, financial condition or results of operations.

15. Comprehensive Loss

The components of comprehensive loss, net of tax, are as follows for the
periods indicated (in thousands):



|                                                   |  |                               |        |   |      |   |         |  
|-------------------------------------------------- |  | ----------------------------- | ------ | - | ---- | - | ------- | -
|                                                   |  | Three Months EndedJanuary 31, |       
|                                                   |  | 2006                          |        |   | 2005 |  
|Net loss                                           |  | $                             | (4,046 | ) |      | $ | (36,302 | )
|                                                   |  |                               |        |   |      |   |         |  
|Unrealized losses on available-for-sale securities |  |                               | (197   | ) |      |   | (77     | )
|Currency translation adjustment                    |  |                               | 943    |   |      |   | 244     |  
|                                                   |  |                               |        |   |      |   |         |  
|Other comprehensive income                         |  |                               | 746    |   |      |   | 167     |  
|                                                   |  |                               |        |   |      |   |         |  
|Total comprehensive loss                           |  | $                             | (3,300 | ) |      | $ | (36,135 | )
|                                                   |  |                               |        |   |      |   |         |  

16. Restructuring and Special Charges

Special charges  cost of goods sold

The Company reviews excess and obsolete inventory annually
based on information available from the strategic planning process and also on a quarterly basis identifying and addressing significant events that might have an impact on inventories and related reserves. See Note 1, Organization and Summary
of Significant Accounting Policies of the Notes to unaudited condensed consolidated financial statements in the Companys Annual Report on Form 10-K under the heading Inventories for further discussion of the Companys
reserve methodology.

In the three months ended January 31, 2006, there were no special charges recorded to the cost of goods sold.
The total charges related to inventory write-downs from the three months ended October 31, 2001, the three months ended October 31, 2002, the three months ended January 31, 2005 and three months ended July 31, 2005 was $ 75.2
million. Of this amount, approximately $31.7 million was scrapped, $8.4 million was written down for lower of cost or market provisions, $2.9 million was sold and the remaining $32.2 million was still on hand as of January 31, 2006.



17



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|                                                                                  |  |   |         |  
|--------------------------------------------------------------------------------- |  | - | ------- | -
|10/31/02 Balance                                                                  |  | $ | 39,997  |  
|FY03 Scrapping                                                                    |  |   | (10,672 | )
|                                                                                  |  |   |         |  
|10/31/03 Balance                                                                  |  |   | 29,325  |  
|FY04 Additional special charges                                                   |  |   | 44,979  |  
|FY04 Scrapping                                                                    |  |   | (14,079 | )
|FY04 Sale of fully reserved inventory                                             |  |   | (2,341  | )
|FY04 Kalos lower of cost or market adjustment on fully reserved inventory         |  |   | (7,215  | )
|FY04 Octet-Quartet lower of cost or market adjustment on fully reserved inventory |  |   | (21,123 | )
|                                                                                  |  |   |         |  
|10/31/04 Balance                                                                  |  |   | 29,546  |  
|FY05 Additional special charges                                                   |  |   | 27,774  |  
|FY05 Scrapping                                                                    |  |   | (16,717 | )
|FY05 Sale of fully reserved inventory                                             |  |   | (1,633  | )
|FY05 Octet lower of cost or market adjustment on fully reserved inventory         |  |   | (6,523  | )
|                                                                                  |  |   |         |  
|10/31/05 Balance                                                                  |  | $ | 32,447  |  
|FY06 Sale of fully reserved inventory                                             |  |   | (214    | )
|                                                                                  |  |   |         |  
|1/31/06 Balance                                                                   |  | $ | 32,233  |  
|                                                                                  |  |   |         |  

Restructuring  operating expenses

During previous years, the Company has recorded restructuring charges as it rationalized operations in light of customer demand declines and the economic
downturn. The measures, which included reducing the workforce, consolidating facilities and changing the strategic focus of a number of sites, was largely intended to align the Companys capacity and infrastructure to anticipated customer
demand and transition its operations for higher utilization of facility space. The restructuring charges include employee severance and benefit costs, and costs related to leased facilities vacated, net of estimated sublease income. Severance and
benefit costs and other costs associated with restructuring activities were recorded in compliance with Statement of Financial Accounting Standard No. 146, Accounting for Costs Associated with Exit or Disposal Activities, (SFAS
146). During October 2004, the Company also adopted Statement of Financial Accounting Standard No. 112, Employers Accounting for Postemployment Benefits, (SFAS 112), for severance and benefit costs as the Company concluded
that it had a substantive severance plan. This accounting for restructuring costs requires the Company to record provisions and charges when it has a formal and committed restructuring plan.

The following table illustrates the activity for the three-month period ended January 31, 2006 and the estimated timing of future payouts for major
restructuring categories (in thousands):



|                                    |  |                            |         |   |         |   |      |          |  |             |       |  |                             |      |   |  |   |         |  
|----------------------------------- |  | -------------------------- | ------- | - | ------- | - | ---- | -------- |  | ----------- | ----- |  | --------------------------- | ---- | - |  | - | ------- | -
|                                    |  | Balance atOctober 31, 2005 |         |   | Charges |   |      | Utilized |  | Adjustments |       |  | Balance at January 31, 2006 |     
|Severance                           |  | $                          | (2,892  | ) |         | $ | (63  | )        |  | $           | 1,120 |  | $                           | (157 | ) |  | $ | (1,992  | )
|Operating leases                    |  |                            | (10,415 | ) |         |   | (137 | )        |  |             | 931   |  |                             | 43   |   |  |   | (9,578  | )
|Other liabilities                   |  |                            | (1,369  | ) |         |   |     |          |  |             | 1,136 |  |                             |     |   |  |   | (233    | )
|                                    |  |                            |         |   |         |   |      |          |  |             |       |  |                             |      |   |  |   |         |  
|Total                               |  | $                          | (14,676 | ) |         | $ | (200 | )        |  | $           | 3,187 |  | $                           | (114 | ) |  | $ | (11,803 | )
|                                    |  |                            |         |   |         |   |      |          |  |             |       |  |                             |      |   |  |   |         |  
|Estimated timing of future payouts: |  |                            |         |   |         |   |      |          |  |             |       |  |                             |      |   |  |   |         |  
|Remainder of fiscal 2006            |  |                            |         |   |         |   |      |          |  |             |       |  |                             |      |   |  | $ | 4,823   |  
|Fiscal 2007                         |  |                            |         |   |         |   |      |          |  |             |       |  |                             |      |   |  |   | 2,369   |  
|Fiscal 2008                         |  |                            |         |   |         |   |      |          |  |             |       |  |                             |      |   |  |   | 2,252   |  
|Fiscal 2009                         |  |                            |         |   |         |   |      |          |  |             |       |  |                             |      |   |  |   | 2,359   |  
|                                    |  |                            |         |   |         |   |      |          |  |             |       |  |                             |      |   |  |   |         |  
|Total                               |  |                            |         |   |         |   |      |          |  |             |       |  |                             |      |   |  | $ | 11,803  |  
|                                    |  |                            |         |   |         |   |      |          |  |             |       |  |                             |      |   |  |   |         |  

For the three months ended January 31, 2006, the Company recorded restructuring charges of
approximately $0.3 million as operating expenses related to headcount reductions and facilities.

17. Employee Benefit Plans

The Company maintains a 401(k) retirement savings plan for its full-time domestic employees, which allows them to contribute up to 20% of their pre-tax
wages subject to IRS limits. The Companys contribution to this plan was approximately $0.3 million for the three months ended January 31, 2006.

Outside of the U.S., the Company also assumed several defined benefit and defined contribution plans that cover substantially all employees as part of its acquisition of NPTest in May 2004. Where applicable, employees
are covered by statutory plans. For defined benefit plans, charges to expense are based upon costs computed by independent actuaries. These plans are substantially fully funded with trustees in respect to past and current service. At
January 31, 2006, the pension liability was $0.6 million. The expenses associated with these plans were not material for the three months ended January 31, 2006.



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The Company has a deferred compensation plan for certain employees (a Rabbi Trust or
trust). The assets in the Rabbi Trust, consisting of cash equivalents and debt and equity securities, are recorded at current market prices. The trust assets are available to satisfy claims of the Companys general creditors in the
event of its bankruptcy. The trusts assets of approximately $2.7 million at January 31, 2006 are included in other assets, and the corresponding deferred compensation liability is included in the other liabilities in the accompanying
unaudited condensed consolidated balance sheets.

18. Industry Segment

Operating segments are business units that have separate financial information and are separately reviewed by the Companys chief decision makers. The Companys chief decision makers are the Chief Executive
Officer and Chief Financial Officer. The Company and its subsidiaries currently operate in a single industry segment: the design, development, manufacture, sale and service of advanced semiconductor test and diagnostic systems used in the production
of semiconductors. The Company has a single reporting unit for purposes of Statement of Financial Accounting Standard No. 131, Disclosure About Segments of an Enterprise and Related Information, (SFAS 131), advanced semiconductor
test and diagnostic systems, primarily because all of the components of the Companys advanced semiconductor test and diagnostic systems segment are subject to similar economic characteristics, have similar production processes, have common
customers, and are distributed using the same channels.

The Companys net sales by product line consisted of:



|                                 |  |                               |   |  |      |  
|-------------------------------- |  | ----------------------------- | - |  | ---- | -
|                                 |  | Three Months EndedJanuary 31, |  
|                                 |  | 2006                          |   |  | 2005 |  
|SoC                              |  | 36                            | % |  | 34   | %
|Analog Mixed Signal              |  | 26                            |   |  | 20   |  
|Memory                           |  | 2                             |   |  | 4    |  
|Diagnostics and Characterization |  | 12                            |   |  | 15   |  
|Service and Other                |  | 24                            |   |  | 27   |  
|                                 |  |                               |   |  |      |  
|Total                            |  | 100                           | % |  | 100  | %
|                                 |  |                               |   |  |      |  

Most of the Companys products are manufactured in the U.S. Export sales from the U.S. are
primarily denominated in U.S. dollars but occasionally denominated in Japanese Yen or Euros. The Automotive products are manufactured in Germany and these sales are denominated in U.S. dollars, Japanese Yen and Euros. All of the Companys
products are shipped to the Companys customers throughout North America, Asia Pacific, Europe, and the Middle East. Sales by the Company to customers in different geographic areas, expressed as a percentage of revenue, for the periods ended
were:



|                             |  |                               |   |  |      |  
|---------------------------- |  | ----------------------------- | - |  | ---- | -
|                             |  | Three Months EndedJanuary 31, |  
|                             |  | 2006                          |   |  | 2005 |  
|North America                |  | 33                            | % |  | 42   | %
|Singapore                    |  | 24                            |   |  | 6    |  
|Taiwan                       |  | 10                            |   |  | 4    |  
|Southeast Asia               |  | 7                             |   |  | 8    |  
|Japan & rest of Asia Pacific |  | 13                            |   |  | 15   |  
|Europe & Middle East         |  | 13                            |   |  | 25   |  
|                             |  |                               |   |  |      |  
|Total net sales              |  | 100                           | % |  | 100  | %
|                             |  |                               |   |  |      |  

For the three months ended January 31, 2006, two customers accounted for 23% and 16% of the
Companys net sales. For the three months ended January 31, 2005, one customer accounted for 28% of the Companys net sales.

As of January 31, 2006, three customers accounted for 22%, 17% and 15% of the Companys gross accounts receivable. Two customers accounted for 18% and 11% of the Companys gross accounts receivable at January 31, 2005.

As of January 31, 2006 and 2005, the majority of the Companys long-lived assets were attributable to its U.S. operations.

ITEM2. - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

This quarterly report on Form 10-Q contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements using terminology such as may,
will, expects, plans, anticipates, goals, estimates, potential, or continue, or the negative thereof or other comparable terminology regarding beliefs,
plans, expectations or intentions regarding the future. Forward-looking statements include statements regarding international business continuing to account for a significant portion of our net sales; our belief that



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orders will be cancelled and delayed in the future; our dedication to continue to invest significant resources in the development, enhancement, production
and commercialization of new products and technologies; the possibility that litigation may be necessary to enforce our patents and other intellectual property rights; our dependence on continued significant expenditures related to new products,
capital equipment purchases and worldwide training and customer service and support; our belief that our sales, gross margins and operating results will continue to fluctuate; utilization of our proprietary technologies to design products which are
intended to provide a lower total cost of ownership than competing products; our intention to introduce new products and product enhancements; our belief that our gross margin on systems sales will continue to vary significantly; our expectation
that our top ten customers in the aggregate continue to account for a large portion of our net sales for the foreseeable future, and the loss of one or more of these customers will harm our business and operating results; our intent to continue to
address the need to develop new products and enhance existing products through acquisitions of other companies, product lines, technologies and personnel; existing cash, short-term and long-term investments being sufficient to meet our cash
requirements for the foreseeable future; our dependence on the capital expenditures of manufacturers of semiconductors and other companies; a significant portion of new orders depending upon demand from semiconductor device manufacturers building or
expanding fabrication facilities and new device testing requirements; dependence of our quarterly net sales upon our obtaining orders for systems to be shipped in the same quarter in which the order is received; continued acceptance, volume
production, timely delivery and customer satisfaction of our newer digital, mixed signal and non-volatile memory testers being of critical importance to our future financial results; investing significant resources in property, plant and equipment,
purchased and leased facilities, inventory and other cost; our plan to bring our IT functions in-house; the possibility that we may repatriate cash from our foreign subsidiaries; the factors upon which our ability to maintain or increase sales
levels in Taiwan depend; our anticipation that international sales will continue to account for a significant portion of our total net sales; our expectation that we will continue to receive notice of third party claims for infringement and that
litigations expenses with respect to those claims may continue to be an expensive and time consuming process for us; our expectation that the Sarbanes-Oxley Act of 2002 will increase our expenses as we evaluate the implications of new rules and
devote resources to respond to the new requirements; our expectation that the Sarbanes-Oxley Act of 2002 will make it more difficult and more expensive for us to obtain director and officer liability insurance; our dependence on the continued
service of our executive officers and key personnel; our dependence upon our ability to attract and retain qualified personnel; the belief that our tax positions are consistent with the tax positions in the jurisdictions in which we conduct
business; our intention to continue to evaluate the impact of SFAS 123(R) on our operating results and financial condition; our intention to vigorously defend claims brought by Roy Schmidt; our belief that claims brought in the ordinary course of
business will not have a material adverse effect on our business, financial condition or results of operation; our anticipation that net sales will increase by approximately 5% to 7% in the second quarter of fiscal year 2006 compared to first
quarter of fiscal 2006; our belief that potential economic instabilities could materially adversely affect demand of our products; our belief that gross margins will be flat to higher in the second quarter of fiscal year 2006 compared to first
quarter of fiscal 2006; our anticipation that R&D expenses will increase by approximately 2% to 3% in the second quarter of fiscal year 2006 compared to first quarter of fiscal 2006; our expectation that SG&A expenses for fiscal 2006 will
increase by approximately 2% to 3% in the second quarter of fiscal year 2006 compared to first quarter of fiscal 2006; anticipated annual amortization for purchases intangible assets is expected to be $12.3 million , $16.5 million, and $14.5 million
for the remaining fiscal year ending in 2006 through 2008, respectively, excluding the effect of FAS 123(R) adoption; our expectation to record a full valuation allowance on domestic tax benefits; our belief that investment in inventory will
continue to represent a significant portion of our working capital; the highly cyclical semiconductor industry which experiences downturns; our expectation that a 10% change in the interest rate will not have any material effect on our interest
income or expense; our revenue recognition practices regarding new products; our expectation that we will not recognize any significant tax benefits in our results of operations; our belief that our current cash and investment positions combined
with the ability to borrow funds will be sufficient to meet our anticipated business requirements for the next 12 months; estimated future restructuring payments; future minimum lease payments; minimum contractual cash obligations and the effect of
such obligations in future periods; our intention to continue to evaluate goodwill on an annual basis; our expectation that goodwill from acquisition will not be deductible for tax purposes; our intention to evaluate other intangibles at such times
as events and changes in circumstances suggest that the carrying amount may not be recoverable from its estimated future undiscounted cash flow; the highly competitive nature of the automatic test equipment industry which is subject to rapid
technological change; the impact of the adoption of certain accounting pronouncements on the Companys financial statements; our need for continued significant expenditures for research and development, marketing and other expenses for new
products; and those described under the heading Risk Factors as well as risks described immediately prior to or following some forward-looking statements.

These forward-looking statements involve important factors that could cause our actual results to differ materially from those in the forward-looking statements. Such important factors involve risks and uncertainties
including, but not limited to difficulties in utilizing different technologies; delays in bringing products to market due to development problems; difficulties in developing new engineering validation test systems; the possibility that our existing
systems will become obsolete; excessively high costs in the future related to enhancing our existing systems; significant changes in customer preferences; difficulties in integrating acquired technology with our product lines; the possibility that
competitors will introduce products faster than us; unanticipated difficulties in building close working relationships with vendors; difficulties in developing the Sapphire platform; less sales of the Sapphire platform products than anticipated;
product defects sustained during the manufacturing process; the risk that we may not be successful in obtaining new orders from major customers; unanticipated decreases in demand for our products in foreign countries; difficulties in providing



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extensive support to major customers; unanticipated difficulties in manufacturing and delivering new products, enhancement tools; unanticipated difficulties
in integrating our products with customers operations; unanticipated difficulties in integrating developed technology; substantial technological changes in the semiconductor industry; a lack of the required resources to invest in the
development of new products; uncertainties as to the current products provided by our competitors; unanticipated difficulties in locating and evaluating potential product lines, technologies and business to acquire; the viability of legal claims
brought against us; our failure to accurately predict the effect of the ultimate outcome of claims on our business, financial condition or results of operations; lower than expected revenues; the risk that we may be required to expend more cash in
the future than anticipated; difficulties in obtaining orders from manufacturers of semiconductors and companies that specialize in contract packaging and/or testing of semiconductors; underestimate of the expenses associated with implementation of
the requirements of the Sarbanes-Oxley Act of 2002; the timing of orders; an unanticipated lack of resources to invest in property, plant and equipment, purchased and leased facilities, inventory, personnel and other costs; changing market
conditions in Taiwan; inaccuracies in our assumptions regarding our tax positions; uncertainties as to the nature and extent of any potential cyclical downturn in the semiconductor industry; inability to effectively utilize our proprietary
technology for product design; uncertainties as to the prospect of future orders and sales levels; changes in laws applicable to us regarding revenue recognition practices relating to our new products; uncertainties as to the future level of sales
and revenues; unanticipated budgetary constraints; uncertainties as to the assumptions underlying our calculations regarding estimated annual amortization expenses for purchased intangible assets and deferred compensation; uncertainties as to the
effects of the adoption by us of certain accounting policies; the risk that our future working capital will not be sufficient to invest significant portions of such working capital in inventories; uncertainties as to the effect of the adoption of
certain accounting pronouncements; ability of the Company to maintain the requisite level of assets under its deferred compensation plan; increased fragmentation in the ATE industry and other factors set forth in Risk Factors and
elsewhere herein. Reference is made to the discussion of risk factors detailed in our filings with the Securities and Exchange Commission, including our reports on Form 10-K and 10-Q. All projections in this Quarterly Report on Form 10-Q are based
on limited information currently available to us, which is subject to change. Although any such projections and the factors influencing them will likely change, we will not necessarily update the information, since we are only to provide guidance at
certain points during the year. Actual events or results could differ materially and no reader of this Form 10-Q should assume that the information provided today would still be valid in the future. Such information speaks only as of the date of
this Form 10-Q.

OVERVIEW

We design,
manufacture, sell and service engineering validation test equipment, diagnostics and failure analysis products and automatic test equipment, or ATE, used for testing semiconductor integrated circuits, or ICs. We serve a broad spectrum of the
semiconductor industrys testing needs through a wide range of products that test digital logic, mixed-signal, system-on-a-chip, radio frequency and non-volatile memory semiconductors. We utilize our proprietary technologies to design products
which are intended to provide a lower total cost of ownership than many competing products currently available while meeting the increasingly demanding performance requirements of todays engineering validation test, diagnostics and failure
analysis and ATE markets. Our hardware products are designed to test semiconductors at two stages of their lifecycle; first, at the prototype stage, and, second, as they are produced in high volume. Collectively, our customers include major
semiconductor manufacturers, fabless design houses, foundries and assembly and test services companies.

Major business developments during
the three months ended January 31, 2006 included:



| |  |  | Executive chairman of Credences board of directors, David House, a forty-year veteran of the computing, communication and semiconductor industries with twenty-two years in
management positions at Intel Corporation, was appointed effective December 9, 2005.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We adopted Statement of Financial Accounting Standard No. 123(R), Share-Based Payment, (SFAS 123(R))
| | - |  | ------------------------------------------------------------------------------------------------------

Our sales, gross margins and operating results have in the past fluctuated significantly and will, in the future, fluctuate significantly depending upon
a variety of factors. The factors that have caused and will continue to cause our results to fluctuate include cyclicality or downturns in the semiconductor market and the markets served by our customers, the timing of new product announcements and
releases by us or our competitors, market acceptance of new products and enhanced versions of our products, manufacturing inefficiencies associated with the start up of new products, changes in pricing by us, our competitors, customers or suppliers,
the ability to volume produce systems and meet customer requirements, excess and obsolete inventory, patterns of capital spending by customers, delays, cancellations or rescheduling of orders due to customer financial difficulties or otherwise,
expenses associated with acquisitions and alliances, our ability to effectively integrate acquisitions, product discounts, product reliability, the proportion of direct sales and sales through third parties, including distributors and original
equipment manufacturers, the mix of products sold, the length of manufacturing and sales cycles, natural disasters, political and economic instability, new accounting pronouncements (e.g., FAS 123(R)), regulatory changes and outbreaks of
hostilities. Due to these and additional factors, historical results and percentage relationships discussed in this Report on Form 10-Q will not necessarily be indicative of the results of operations for any future period. For a further discussion
of our business, and risk factors affecting our results of operations, please refer to the section entitled Risk Factors included elsewhere herein.



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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements,
which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses, as well as the disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, allowance for doubtful accounts, inventory valuation and residual values
related to leased products, long-lived assets valuation, warranty accrual, deferred taxes, restructuring and special charges and stock-based compensation. We base our estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. We discuss the development and selection of the critical accounting estimates with the audit committee of our board of directors on a quarterly basis, and the audit committee has reviewed our
disclosure relating to them in this Annual Report on Form 10-K.

We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our unaudited condensed consolidated financial statements.

Revenue
Recognition:

Under Securities and Exchange Commissions Staff Accounting Bulletin No. 104, Revenue Recognition,
(SAB 104), we recognize revenue on the sale of semiconductor manufacturing equipment when title and risk of loss have passed to the customer, there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the
sales price is fixed or determinable, collectibility is reasonably assured and customer acceptance criteria have been successfully demonstrated. Revenue recognition policies are applied consistently among our semiconductor manufacturing equipment
product lines. Product revenue is recognized upon shipment only when achieving the customer acceptance criteria can be demonstrated prior to shipment, which generally occurs with mature products. Revenue related to the fair value of the installation
obligation is recognized upon completion of the installation. Service revenue are generally recognized upon performance of the activities requested by the customers. Products are classified as mature after several different customers have accepted
similar systems. When the customer acceptance criteria cannot be demonstrated prior to shipment, revenue and the related cost of goods sold are deferred until customer acceptance. For some customers in certain countries where collection may be an
issue, we may require a letter of credit to be established or cash receipt in advance before revenue can be recognized. Lease revenue is recorded in accordance with Statement of Financial Accounting Standard No. 13, Accounting for
Leases, (SFAS No. 13), which requires that a lessor accounts for each lease by either the direct financing, sales-type or operating method. Revenue from sales-type leases is recognized at the net present value of future lease payments.
Revenue from operating leases is recognized over the lease period.

During fiscal 2005, 2004 and 2003, we introduced several new
enhancements, systems and products. Certain revenues from sales of these new enhancements, systems and products during these years were deferred until the revenue recognition requirements of our revenue recognition policy are satisfied. This
practice will continue in the future. In the past, we experienced significant delays in the introduction and acceptance of new testers as well as certain enhancements to our existing testers. Delays in introducing a product or delays in our ability
to obtain customer acceptance, if they occur in the future, will delay the recognition of revenue and gross profit by us.

With respect to
arrangements with multiple deliverables, we follow the guidance in EITF 00-21, Revenue Arrangements with Multiple Deliverables, to determine whether there is more than one unit of accounting. To the extent that the deliverables are
separable into multiple units of accounting, we then allocate the total fee on such arrangements to the individual units of accounting using the residual method. We then recognize revenue for each unit of accounting depending on the nature of the
deliverable(s) comprising the unit of accounting (principally following SAB 104).

Sales in the United States are principally through our
direct sales organization consisting of direct sales employees and representatives. Sales outside the United States utilize both direct sales employees and distributors. There are no significant differences in revenue recognition policies based on
the sales channel, due to the business practices that have been adopted with our distributor relationships. Because of these business practices, we do not use price protection, stock rotation or similar programs with our
distributors. In general, we sell product to the distributor on the basis of a purchase order received from an end customer. We evaluate any revenue recognition issues, in such cases, based on the characterization of the end customer in light of our
revenue recognition policy. In order to better respond to customer requirements, we have shipped a limited number of systems to a select number of distributors in advance of receipt of end customer orders. These orders do not have a right of return
and we have concluded that collectibility is reasonably assured on the basis of the payment history we have with those distributors.



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Our semiconductor manufacturing equipment includes embedded software. We believe this embedded software
is incidental to our products and therefore it is excluded from the scope of Statement of Position 97-2, Software Revenue Recognition, (SOP 97-2). Also, the embedded software in our products is not sold separately, cannot be used on
another vendors products, and we cannot fundamentally enhance or expand the capability of the equipment with new or revised embedded software. In addition, the equipments principal performance characteristics are governed by digital
speed and pin count which are primarily a function of the hardware.

Deferred revenue includes deferred revenue related to maintenance
contracts (and other undelivered services) and to extended warranties where products were sold with more than the standard one-year warranty. Deferred profit is related to equipment that was shipped to certain customers, but the revenue and cost of
goods sold were not recognized because the customer-specified acceptance criteria has not been met as of the fiscal period end or because the customer is deemed to be a high credit risk and payment has not been received as of the fiscal period end.

We warrant our products to our customers generally for one year from the date of shipment. In addition to the provision of standard
warranties, we may offer customer paid extended warranty services with a fixed fee. The fixed fees are recognized as revenue on a straight-line basis over the applicable term of the contract. Related costs are recorded either as incurred or when
related liabilities are determined to be probable and estimable.

For certain customers, typically those with whom we have long-term
relationships, we may grant extended payment terms. Certain of our receivables have due dates in excess of 90 days, and we have a history of successfully collecting these extended payment term accounts receivable.

Allowance for Doubtful Accounts:

We,
along with our sales and distribution partners, perform ongoing credit evaluations of our customers financial condition. We maintain allowances for doubtful accounts for estimated losses resulting from the inability or unwillingness of our
customers to make required payments. We record our bad debt expenses as selling, general and administrative expenses. When we become aware that a specific customer is unable to meet its financial obligations to us, generally because of bankruptcy or
deterioration in the customers operating results or financial position, we record a specific allowance to reflect the level of credit risk in the customers outstanding receivable balance. In addition, we record additional allowances
based on certain percentages of our aged receivable balances. These percentages are determined by a variety of factors including, but not limited to, current economic trends, historical payment and bad debt write-off experience. We are not able to
predict changes in the financial condition of our customers or changes in general economic conditions, and if circumstances related to our customers deteriorate, our estimates of the recoverability of our trade receivables could be materially
affected and we may be required to record additional allowances. Alternatively, if we provide more allowances than we need, we may reverse a portion of such provisions in future periods based on our actual collection experience.

Inventory Valuation and Residual Values Related to Leased Products:

We evaluate our inventory levels and valuations based on our estimates and forecasts of the next cyclical period in our industry. These forecasts require us to estimate our ability to sell current and future products
in the next cyclical industry period and compare those estimates with our current inventory levels. If these forecasts or estimates change, or our product roadmaps change, then we would need to adjust our assessment of the inventory valuations. Once
inventories are written down, we carry that inventory at its reduced value until it is scrapped or otherwise disposed of.

We monitor our
inventory levels in light of product development changes and expectations of the cyclical period ahead. For the three years ended October 31, 2005, we have recorded a total of $80.6 million in special charges for the write-off of excess and
obsolete inventories. We do not as a matter of course scrap all inventory that is identified as excess or obsolete. Our products are capital goods with potentially long economic lives and, historically, the opportunity to sell these products has
both arisen and fallen unexpectedly. We have occasionally encountered unexpected demand for old products as well as the inability to transition customers to newer products. We closely monitor the inventories that have been written down but not
scrapped, so that if any sales of these items occur and affect our reported gross margins, the effect, if material, is disclosed. We may be required to take additional charges for excess and obsolete inventory if a downturn causes further reductions
to our current inventory valuations or if our current product development plans change.

We consign a portion of our finished goods to both
external and internal customers primarily for the purpose of customer demonstration or applications development. This inventory is categorized as other long-term assets on our unaudited condensed consolidated balance sheets. We depreciate all
consigned inventories during the period that they are held on consignment over periods ranging from 18 months to 36 months. The depreciation expense for consigned inventory is charged to selling, general and administrative expense.



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Residual values assigned to our products that are leased to customers are based on their remaining
economic life at the end of the lease terms. The amounts assigned to the residual values are evaluated periodically based on technological change and the forecasted business cycle.

Long-Lived Asset Valuation:

Our
long-lived assets consist of property and equipment, goodwill and identified intangible assets.

As required by Statement of Financial
Accounting Standard No. 142, Goodwill and Other Intangible Assets, (SFAS 142), we test goodwill for possible impairment on an annual basis and at any other time events occur or circumstances indicate that the carrying amount of
goodwill may not be recoverable. Circumstances that could trigger an impairment test include but are not limited to: our market value falling below our net book value for a significant period of time; a significant adverse change in the business
climate or legal factors; unanticipated competition; loss of key personnel; a significant change in direction with respect to investment in a product or market segment; the likelihood that a significant portion of the business will be sold or
disposed of; or the results of testing for recoverability of a significant asset group within a reporting unit determined in accordance with SFAS 142.

The impairment test for goodwill involves a two-step process: step one consists of a comparison of the fair value of a reporting unit with its carrying amount, including the goodwill allocated to each reporting unit.
If the carrying amount is in excess of the fair value, step two requires the comparison of the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill. Any excess of the carrying value of the
reporting unit goodwill over the implied fair value of the reporting unit goodwill will be recorded as an impairment loss.

As mandated by
SFAS 142, we completed our annual goodwill impairment test as of July 31, 2005. Based on the test, we determined that the sum of the expected future discounted cash flows from the assets exceeded the carrying value of those assets; therefore,
no impairment of goodwill was recognized. However, no assurance can be given that future evaluations of goodwill will not result in future impairment charges. We will continue to evaluate goodwill on an annual basis and at such other times as events
and changes in circumstances suggest that the carrying amount may not be recoverable from its estimated future discounted cash flow.

The
determination as to whether a write down of goodwill is necessary involves significant judgment based on the short-term and long-term projections of our future performance. The assumptions supporting the estimated future cash flows of the reporting
unit, including the discount rate used and estimated terminal value, reflect our best estimates.

We evaluate the carrying value of our
long-lived assets, consisting primarily of purchased intangible assets, and property and equipment, whenever certain events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable, or at least annually,
in accordance with Statement of Financial Accounting Standard No. 144, Accounting for the Impairment or Disposal of Long-lived Assets, (SFAS 144). Such events or circumstances include, but are not limited to, a prolonged industry
downturn, a significant decline in our market value, or significant reductions in projected future cash flows. In assessing the recoverability of our long-lived assets, we compare the carrying value to the undiscounted future cash flows the assets
are expected to generate. If the total of the undiscounted future cash flows is less than the carrying amount of the assets, we write down such assets based on the excess of the carrying amount over the fair value of the assets. Fair value is
generally determined by calculating the discounted future cash flows using a discount rate based upon our weighted average cost of capital. 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 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. We make certain assessments with respect to the determination of all identifiable assets to be used in
the business as well as research and development activities as of an acquisition date. Each of these activities was evaluated by both interviews and data analysis to determine our state of development and related fair value. The purchased
intangibles consist of purchased technology, customer relations, trademarks, patents and non-compete agreements, and they typically have estimated useful lives of one to ten years.

Warranty Accrual:

We provide
reserves for the estimated costs of product warranties at the time revenue is recognized. We estimate the costs of our warranty obligations based on our historical experience of known product failure rates, use of materials to repair or replace
defective products and service delivery costs incurred in correcting product failures. In addition, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. Should our actual experience relative to these
factors differ from our estimates, we may be required to record additional warranty reserves. Alternatively, if we provide more reserves than we need, we may reverse a portion of such provisions in future periods.



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Deferred Taxes:

When we prepare our unaudited condensed consolidated financial statements, we calculate our income taxes based on the various jurisdictions where we conduct business. This requires us to calculate our actual current
tax exposure and to assess temporary differences that result from different treatment of certain items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which we show on our unaudited condensed
consolidated balance sheets. The net deferred tax assets are reduced by a valuation allowance if, based upon weighted available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Our net deferred tax asset balance as of January 31, 2006 was $0.4 million reflecting a full valuation allowance due to uncertainties surrounding
our ability to generate future taxable income and our corresponding ability to utilize our deferred tax assets.

We are a U.S.-based
multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. Our effective tax rate is based on expected income, statutory rates and enacted tax rules, including transfer pricing. Significant judgment is required in
determining our effective tax rate and in evaluating our tax positions on a worldwide basis. We believe our tax positions, including intercompany transfer pricing policies are consistent with the tax laws in the jurisdictions in which we conduct our
business. It is possible that these positions may be challenged which may have an impact on our effective tax rate.

Restructuring and
Special Charges:

During previous years, we have recorded restructuring charges as we rationalized operations in light of customer
demand declines and the economic downturn. These measures, which included major changes in senior management, workforce reduction, facilities consolidation and changes to the strategic focus of a number of sites, were largely intended to align our
capacity and infrastructure to anticipate customer demand and to transition our operations to lower cost regions. The restructuring charges include employee severance and benefit costs, write-offs of property and equipment and costs related to
leased facilities vacated and subleased. Severance and benefit costs and other costs associated with restructuring activities were recorded in accordance with Statement of Financial Accounting Standard No. 146, Accounting for Costs
Associated with Exit or Disposal Activities, (SFAS 146). We also record severance and benefit costs in accordance with Statement of Financial Accounting Standard No. 112, Employers Accounting for Post Employment
Benefits, (SFAS 112), as we conclude that (a) we have a substantive post employment benefit obligation that is attributed to prior services rendered, (b) rights to those benefits have vested, and (c) payment is probable and the
amount can be reasonably estimated. The current accounting for restructuring costs requires us to record provisions and charges when we have a formal and committed restructuring plan.

Given the significance of, and the timing of the execution of such activities, this process is complex and involves periodic reassessments of original
estimates. We continually evaluate the adequacy of the remaining liabilities under our restructuring initiatives and other special charges. Although we believe that these estimates accurately reflect the costs of our restructuring and other plans,
actual results may differ, thereby requiring us to record additional provisions or reverse a portion of such provisions.

Stock-Based
Compensation:

In December 2004, the FASB issued Statement of Financial Accounting Standard No. 123(R), Share Based
Payment, (SFAS 123(R)). This statement requires that the cost resulting from all share-based payment transactions be recognized in the unaudited condensed consolidated financial statements. In March 2005, the Securities and Exchange Commission
(SEC) released SEC Staff Accounting Bulletin No. 107, Share-Based Payment (SAB No. 107). SAB No. 107 provides the SECs staffs position regarding the application of
SFAS No. 123(R) and certain SEC rules and regulations, and also provides the staffs views regarding the valuation of share-based payment arrangements for public companies. We adopted SFAS 123(R), utilizing the modified
prospective method, in the three months ended January 31, 2006 and will continue to evaluate the impact of SFAS 123(R) on our operating results and financial condition. Our assessment of the estimated compensation charges is affected by
our stock price as well as assumptions regarding a number of complex and subjective variables and the related tax impacts. These variables include, but are not limited to, our stock price volatility and employee stock option exercise behaviors. See
our stock-based compensation discussion in Note 6 Stock-Based Compensation of the Notes to the unaudited Condensed Consolidated Financial Statements for further discussion.

RESULTS OF OPERATIONS

The following table sets forth items from the unaudited condensed consolidated
statements of operations as a percentage of net sales for the periods indicated (unaudited):



|                                                                |  |                               |    |  |       |   
|--------------------------------------------------------------- |  | ----------------------------- | -- |  | ----- | --
|                                                                |  | Three Months EndedJanuary 31, |   
|                                                                |  | 2006                          |    |  | 2005  |   
|Net sales                                                       |  | 100.0                         | %  |  | 100.0 | % 
|Cost of goods sold  on net sales                               |  | 54.0                          |    |  | 62.7  |   
|Cost of goods sold  special charges                            |  |                              |    |  | 6.3   |   
|                                                                |  |                               |    |  |       |   
|Gross margin                                                    |  | 46.0                          |    |  | 31.0  |   
|Operating expenses                                              |  |                               |    |  |       |   
|Research and development                                        |  | 20.4                          |    |  | 23.8  |   
|Selling, general and administrative                             |  | 23.6                          |    |  | 33.4  |   
|Amortization of purchased intangibles and deferred compensation |  | 3.6                           |    |  | 7.1   |   
|Restructuring charges                                           |  | 0.3                           |    |  | 1.4   |   
|                                                                |  |                               |    |  |       |   
|Total operating expenses                                        |  | 47.9                          |    |  | 65.7  |   
|                                                                |  |                               |    |  |       |   
|Operating loss                                                  |  | (1.9                          | )  |  | (34.7 | ) 
|                                                                |  |                               |    |  |       |   
|Net loss                                                        |  | (3.4                          | )% |  | (38.7 | )%
|                                                                |  |                               |    |  |       |   



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Net sales consist of revenues from systems sales, upgrades, spare parts sales, maintenance contracts,
lease and rental income. Net sales were $118.1 million for the three months ended January 31, 2006 representing an increase of 25.9% from sales of $93.9 million during the three months ended January 31, 2005. The increase in net sales was
due to the impact of the continued gradual recovery in the global economic environment. For the three months ended January 31, 2006, net sales from our SoC, analog mixed signal and Service increased 34.0% to $101.9 million from $76.1 million in
the three months ended January 31, 2005. This increase resulted primarily from increased sales of our Sapphire and ASL1000 products coupled with an increase in sales of our refurbished systems as well as an increase in our Service revenue. Net
sales from our Diagnostics and Characterization as well as our memory products decreased 8.9% to $16.3 million during the three months ended January 31, 2006 from $17.9 million during the same period of fiscal 2005. The decrease resulted from a
delay in customer acceptance of certain equipment and a decrease in sales volume of our memory products. Sustainability of the revenue levels is dependent upon the economic and geopolitical climate as well as other risks described under the title
Risk Factors herein. We anticipate net sales will increase by approximately 5% to 7% for the second quarter of fiscal year 2006 compared to the first quarter of fiscal 2006.

International net sales accounted for approximately 67% and 58% of total net sales in the three months ended January 31, 2006 and 2005,
respectively. Our net sales to the Asia Pacific region accounted for approximately 54% and 33% of total net sales in the first three months of fiscal 2006 and 2005, respectively. The demand for automated test and engineering capital equipment in
Asian markets historically has been highly volatile and in some Asian regions there have been geopolitical unrest, both of which have resulted in economic instabilities. These potential economic instabilities could materially adversely affect demand
for our products.

Our net sales by product line in the first three months of fiscal 2006 and 2005:



|                                 |  |                               |   |  |      |  
|-------------------------------- |  | ----------------------------- | - |  | ---- | -
|                                 |  | Three Months EndedJanuary 31, |  
|                                 |  | 2006                          |   |  | 2005 |  
|SoC                              |  | 36                            | % |  | 34   | %
|Analog Mixed Signal              |  | 26                            |   |  | 20   |  
|Memory                           |  | 2                             |   |  | 4    |  
|Diagnostics and Characterization |  | 12                            |   |  | 15   |  
|Service and Other                |  | 24                            |   |  | 27   |  
|                                 |  |                               |   |  |      |  
|Total                            |  | 100                           | % |  | 100  | %
|                                 |  |                               |   |  |      |  

Gross Margin

Our gross margin has been and will continue to be affected by a variety of factors, including manufacturing efficiencies, excess and obsolete inventory write-offs, sell through of previously written down inventory,
pricing by competitors or suppliers, new product introductions, product sales mix, production volume, customization and reconfiguration of systems, international and domestic sales mix, special charges, and field service margins. Our gross margin as
a percentage of net sales increased to 46.0% during the three months ended January 31, 2006 from 31% during the same period of fiscal 2005. The increase in gross margins primarily reflects lower inventory and integration charges in the first
three months of fiscal 2006 as compared to the same period in last fiscal year and higher operating efficiencies due to increased shipment volume. Gross margin for the three months ended January 31, 2006 includes the effect on our costs of
sales of $0.1 million of stock-based compensation expense related to employee stock options and employee stock purchases under SFAS 123(R). In addition, our gross margin benefited by approximately $0.4 million or 0.7% and 2.5million or 2.6% from the
sale of fully reserved inventory during the three months ended January 31, 2006 and 2005, respectively. Excluding the effect of the special charges, we believe gross margins will be flat to higher in the second quarter of fiscal year 2006
compared to first quarter of fiscal 2006 primarily due to an increase in the volume of products sold as well as manufacturing efficiencies resulting from the consolidation of our manufacturing facilities.



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##### Table of Contents

Research and Development

Research and development, or R&D, expenses were $24.1 million in the three months ended January 31, 2006, representing an increase of 8.2% from $22.3 million in the three months ended January 31, 2005.
The increase in expenses in the three months ended January 31, 2006 resulted primarily from new product development investment of approximately $2.2 million and an increase in incentive compensation of approximately $0.2 million. In addition,
stock-based compensation expense of $0.3 million related to employee stock options and employee stock purchases under SFAS 123(R) that was charged to R&D in the three months ended January 31, 2006. The increase in expenses was offset by a
decrease in compensation expense of approximately $1.2 million due to previous headcount reductions. R&D expenses as a percentage of net sales were 20.4% and 23.9% in the three months ended January 31, 2006 and 2005, respectively. The
decrease in R&D expenses as a percentage of net sales was primarily attributable to higher sales volume. We anticipate that R&D expenses will increase 2% to 3% in the second quarter of fiscal year 2006 compared to first quarter of fiscal
2006.

Selling, General and Administrative

Selling, general and administrative, or SG&A, expenses were $27.9 million in the three months ended January 31, 2006, representing a decrease of 11.0% from $31.4 million in the same period of fiscal 2005. The decrease was primarily
due to the reduction of integration expenses relating to the NPTest acquisition of approximately $4.2 million, decrease in compensation expenses of approximately $0.3 million and reduction of consigned inventory expenses of approximately $0.2
million. The decrease was offset by increases of Sarbanes-Oxley compliance costs of approximately $1.1 million and stock-based compensation expense of $0.6 million related to employee stock options and employee stock purchases under SFAS 123(R) that
was charged to SG&A in the three months ended January 31, 2006. As a percentage of net sales, SG&A expenses were 23.6% and 33.4% in the three months ended January 31, 2006 and 2005, respectively. The decrease in SG&A expenses
as a percentage of net sales is primarily attributable to lower SG&A expenses and higher sales volume. We anticipate that SG&A expenses will increase 2% to 3% in the second quarter of fiscal year 2006 compared to first quarter of fiscal
2006.

Amortization of Purchased Intangibles and Deferred Stock Compensation

Amortization of purchased intangible assets and deferred stock compensation expenses were $4.3 million in the three months ended January 31, 2006,
compared to $6.7 million in the three months ended January 31, 2005, a decrease of 36.3%. The decrease is primarily due to the adoption of SFAS 123(R), which requires us to recognize stock-based compensation costs based on the estimated fair
value at the grant date for its stock awards. Accordingly, we discontinued the amortization of our deferred stock compensation which was approximately $0.9 million in the three months ended January 31, 2005. Amortization of purchased
intangibles was $4.3 million and $5.8 million in the three months ended January 31, 2006 and 2005, respectively. The decrease in amortization of purchased intangible assets in the three months ended January 31, 2006 is due primarily to
some purchased intangible assets including trademark and customer relationships becoming fully amortized.

Restructuring Charges

During the three months ended January 31, 2006, we recorded a restructuring charge of approximately $0.3 million for severance charges related to
headcount reduction and facility consolidation related expenses.

Interest Income

We generated interest income of $0.9 million and $0.6 million in the three months ended January 31, 2006 and 2005, respectively. The increase in the
three months ended January 31, 2006 was primarily due to higher interest rates compared to the same period of prior year, partially offset by lower cash, cash equivalents and short-term investments balances.

Interest Expense

Interest expenses were $0.7 million
and $0.7 million for the three months ended January 31, 2006 and 2005, respectively.

Other Income and Expenses, Net

Other income and expenses, net was $0.3 million of expenses and $0.1 million of expenses for the three months ended January 31, 2006 and 2005,
respectively. The increase in other expenses, net, in the three months ended January 31, 2006 was primarily due to an unfavorable change in foreign currency valuation from the three months ended January 31, 2005 to the three months ended
January 31, 2006 of approximately $1.8 million. This unfavorable change was offset by the mark up to fair value of an acquired liability owed to the former parent of NPTest $1.7 million to $12.0 million at January 31, 2005. In addition, we
recognized a lower gain on the disposal of fixed assets from the three months ended January 31, 2005 to the same period of fiscal 2006 of approximately $0.5 million. These increases were offset by a gain on sale of our equity investment of $0.3
million in the three months ended January 31, 2006.



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##### Table of Contents

Income Taxes

We recorded an income tax provision of $1.6 million and $3.5 million for the three months ended January 31, 2006 and 2005, respectively. The income tax expense for the periods consists primarily of foreign tax on earnings generated
from our foreign operations.

We expect to record a full valuation allowance on domestic tax benefits until we can sustain an appropriate
level of profitability. Until such time, we would not expect to recognize any significant tax benefits in our results of operations.

Stock Options and
Incentive Plan

We have a stock-based compensation program that provides our Board of Directors broad discretion in creating employee
equity incentives. This program includes incentive and non-statutory stock options granted under various plans, the majority of which are stockholder approved. Stock options are generally time-based, vesting 25% on each annual anniversary of the
hire date over four years and expire ten years from the grant date. Additionally, we have an Employee Stock Purchase Plan (ESPP) that allows employees to purchase shares of common stock at 85% of the fair market value at the lower of either the date
of enrollment or the date of purchase. Shares issued as a result of stock option exercises and our ESPP are generally from our new shares. As of January 31, 2006, we had approximately 5.9 million shares of common stock reserved for future
issuance under the stock option plans and ESPP.

On November 1, 2005, we adopted the provision of Statement of Financial Accounting
Standard No. 123(R) (SFAS 123(R)), Share-Based Payment, for our share-based compensation plans. Under SFAS 123(R), we are required to recognize stock-based compensation costs based on the estimated fair value at the grant date for
our share-based awards. The Company previously accounted for its employee stock option and employee stock purchase plans (ESPP) under the intrinsic value recognition and measurement principles of Accounting Principles Board Opinion
(APB) No. 25, Accounting for Stock Issued to Employees, and related Interpretations, and adopted the disclosure-only provisions of Statement of Financial Accounting Standard No. 123, Accounting for Stock-Based
Compensation, (SFAS 123), as amended by Statement of Financial Accounting Standard No. 148, Accounting for Stock-Based Compensation  Transition and Disclosures, (SFAS 148).

We elected to use the modified prospective transition method as permitted by SFAS 123(R), therefore, have not restated our financial results for prior
periods. In conjunction with the adoption of SFAS 123(R), we changed our method of attributing the value of stock-based compensation to expense from the accelerated multiple-option approach to the straight-line single option method. Compensation
expense for all share-based payment awards granted prior to November 1, 2005 will continue to be recognized using the accelerated multiple-option approach while compensation expense for all share-based payment awards granted on or subsequent to
November 1, 2005 is recognized using the straight-line single-option approach.

As a result of adopting SFAS 123(R), our losses before
income taxes and net loss for the three months ended January 31, 2006 are $1.0 million higher than if we had continued to account for share-based compensation under APB 25. Basic and diluted net loss per share for the three months ended
January 31, 2006 would have been $0.03 if we had not adopted SFAS 123(R), compared to the reported basic and diluted net loss per share of $0.04. There was no effect on the unaudited consolidated statements of cash flows from adopting SFAS
123(R).

Prior to the adoption of SFAS 123(R), in August 2005, our Board of Directors approved the accelerated vesting of certain unvested
and out-of-the-money non-qualified stock options previously awarded to employees and officers with option exercise prices equal to or greater than $9.15. Options held by non-employee directors were excluded from the vesting acceleration.
In addition, in order to prevent executive officers from unintended personal benefits, our executive officers agreed to the imposition of restrictions on any shares received through the exercise of accelerated options. Those restrictions prevent the
sale of any shares received from the exercise of an accelerated option until the earlier of the original vesting date of the option or the executive officers termination of employment. The $9.15 price was selected because it was higher than
the closing price of our common stock of $8.84 on August 29, 2005, the date of this acceleration. The accelerated options represented approximately 15 percent or approximately 2.8 million shares of the total of all outstanding options on
August 29, 2005. The acceleration was intended to reduce the stock option expense we would be required to record after the adoption of SFAS 123(R).

At January 31, 2006, there was $5.0 million of unrecognized stock-based compensation expense related to non-vested options and is expected to be recognized over a weighted-average period of 1.8 years. At
January 31, 2006, there was $0.8 million of unrecognized stock-based compensation expense related to outstanding ESPP shares that is expected to be recognized over a seven months period.

See our stock-based compensation discussion in Note 6 Stock-Based Compensation of the Notes to the unaudited Condensed Consolidated Financial
Statements for further discussion.



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LIQUIDITY AND CAPITAL RESOURCES

In the three months ended January 31, 2006, net cash used in operating activities was $24.1 million. The net cash flows used in operating activities for the three months ended January 31, 2006 were due to
increases in working capital of $34.3 million and net loss of $4.0 million, offset by depreciation and other non cash charges of $14.6 million.

Net cash used in investing activities was $8.2 million during the three months ended January 31, 2006, primarily attributable to net cash used of $6.7 million to purchase available-for-sale securities and $1.6 million to purchase
property and equipment to support our business.

Net cash used in financing activities was $4.1 million during the three months ended
January 31, 2006. The cash used was primarily for payments of bank loan of $5.0 million. This use of cash was partially offset by $0.9 million received from the issuance of common stock relating to our employee equity plans during the quarter.

As of January 31, 2006, we had working capital of $209.4 million, including cash and short-term investments of $118.0 million, and
accounts receivable and inventories totaling $216.0 million. We believe that because of the relatively long manufacturing cycles of many of our testers and the new products we presently offer and plan to introduce, investments in inventories will
continue to represent a significant portion of our working capital. The semiconductor industry has historically been highly cyclical and has experienced downturns, which have had a material adverse effect on the semiconductor industrys demand
for automatic test equipment, including equipment manufactured and marketed by us. In addition, the automatic test equipment industry is highly competitive and subject to rapid technological change. It is reasonably possible that events related to
these factors may occur in the near term, which would cause a change to our estimate of the net realizable value of receivables, inventories or other assets, and the adequacy of accrued liabilities.

We believe our current cash and investment positions combined with the ability to borrow funds will be sufficient to meet our anticipated business
requirements for the next 12 months.

We lease some of our facilities and equipment under operating leases that expire periodically through
2013. The approximate future minimum lease payments at January 31, 2006 are as follows (in thousands):



|                  |  |                              |        |                                          |   |                                  |  |   |      
|----------------- |  | ---------------------------- | ------ | ---------------------------------------- | - | -------------------------------- |  | - | -----
|                  |  | CommittedGross LeasePayments |        | Leases WrittenOff inRestructuringCharges |   | Net EstimatedFuture LeaseExpense
|Remainder of 2006 |  | $                            | 5,660  |                                          | $ | 3,702                            |  | $ | 1,958
|2007              |  |                              | 6,518  |                                          |   | 4,168                            |  |   | 2,350
|2008              |  |                              | 5,479  |                                          |   | 4,048                            |  |   | 1,431
|2009              |  |                              | 5,303  |                                          |   | 4,088                            |  |   | 1,215
|2010              |  |                              | 840    |                                          |   |                                 |  |   | 840  
|Thereafter        |  |                              | 1,733  |                                          |   |                                 |  |   | 1,733
|                  |  |                              |        |                                          |   |                                  |  |   |      
|                  |  | $                            | 25,533 |                                          | $ | 16,006                           |  | $ | 9,527
|                  |  |                              |        |                                          |   |                                  |  |   |      

The following summarizes our minimum contractual cash obligations and other commitments at
January 31, 2006, and the effect of such obligations in future periods (in thousands):



|                                                                   |  |       |         |                          |   |        |  |      |        |      |   |         |  |            |       |  |   |     |  |   |      
|------------------------------------------------------------------ |  | ----- | ------- | ------------------------ | - | ------ |  | ---- | ------ | ---- | - | ------- |  | ---------- | ----- |  | - | --- |  | - | -----
|                                                                   |  | Total |         | Remainder of Fiscal 2006 |   | 2007   |  | 2008 |        | 2009 |   | 2010    |  | Thereafter
|Contractual Obligations:                                           |  |       |         |                          |   |        |  |      |        |      |   |         |  |            |       |  |   |     |  |   |      
|Facilities and equipment operating leases (1)                      |  | $     | 25,533  |                          | $ | 5,660  |  | $    | 6,518  |      | $ | 5,479   |  | $          | 5,303 |  | $ | 840 |  | $ | 1,733
|Convertible subordinated notes (2)                                 |  |       | 180,000 |                          |   |       |  |      |       |      |   | 180,000 |  |            |      |  |   |    |  |   |     
|Interest on convertible subordinated notes                         |  |       | 6,750   |                          |   | 1,350  |  |      | 2,700  |      |   | 2,700   |  |            |      |  |   |    |  |   |     
|Trade-in commitments (3)                                           |  |       | 1,600   |                          |   | 1,600  |  |      |       |      |   |        |  |            |      |  |   |    |  |   |     
|Minimum payable for information technology outsourced services (3) |  |       | 233     |                          |   | 233    |  |      |       |      |   |        |  |            |      |  |   |    |  |   |     
|Minimum commitment under Technology Development Agreement          |  |       | 1,030   |                          |   |       |  |      |       |      |   | 1,030   |  |            |      |  |   |    |  |   |     
|Open non-cancelable purchase order commitments                     |  |       | 46,915  |                          |   | 43,840 |  |      | 3,075  |      |   |        |  |            |      |  |   |    |  |   |     
|                                                                   |  |       |         |                          |   |        |  |      |        |      |   |         |  |            |       |  |   |     |  |   |      
|Total contractual cash and other obligations                       |  | $     | 262,061 |                          | $ | 52,683 |  | $    | 12,293 |      | $ | 189,209 |  | $          | 5,303 |  | $ | 840 |  | $ | 1,733
|                                                                   |  |       |         |                          |   |        |  |      |        |      |   |         |  |            |       |  |   |     |  |   |      

---

|(1) | Approximately $9.6 million of this total has been accrued for as restructuring charges in the unaudited condensed consolidated balance sheets as accrued expenses and other
liabilities.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(2) | This amount is recorded in the unaudited condensed consolidated balance sheets as convertible subordinated notes.
|--- | -----------------------------------------------------------------------------------------------------------------

|(3) | This amount is recorded in the unaudited condensed consolidated balance sheets as accrued expenses and other liabilities and deferred profit.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------

Some of the components that we purchase are unique to us and must be purchased in relatively high minimum quantities with long (four and five month) lead
times. These business circumstances can lead to us holding relatively high inventory levels and associated risks. In addition, purchase commitments for unique components are relatively inflexible in terms of deferral or cancellation. At
January 31, 2006, we had open and committed non-cancelable purchase orders totaling approximately $46.9 million. The contractual cash obligations and commitments table presented above contains our minimum obligations at January 31, 2006
under these arrangements and others. Actual expenditures will vary based on the volume of transactions and length of contractual service provided. In addition to minimum spending commitments, certain of these arrangements provide for potential
cancellation charges.

As of January 31, 2006, our principal sources of liquidity consisted of approximately $106.6 million of cash
and cash equivalents and short-term investments of $11.4 million.

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position FAS 115-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments (FSP 115-1), which provides guidance on determining when investments in certain debt and equity securities are considered impaired, whether that impairment
is other-than-temporary, and on measuring such impairment loss. FSP 115-1 also includes accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosure about unrealized losses that have
not been recognized as other-than-temporary impairments. FSP115-1 is effective for reporting periods beginning after December 15, 2005. We do not believe the adoption of FSP 115-1 on February 1, 2006 will have a material impact on our
financial statements.

In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement
Obligations, (FIN 47) which clarifies that the term conditional asset retirement obligation as used in Statement of Financial Accounting Standard No. 143, Accounting for Asset Retirement Obligations(SFAS 143), refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. However, the
obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and/or method of settlement. FIN 47 requires that the uncertainty about the timing and/or method of settlement of a conditional
asset retirement obligation be factored into the measurement of the liability when sufficient information exists. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement
obligation. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. We do not believe the adoption of FIN 47 will have a material impact on our financial statements.



30



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##### Table of Contents

RISK FACTORS

Our
operating results have fluctuated significantly which has adversely affected and may continue to adversely affect our stock price.

LOGO

A variety of factors affect our results of operations. The above graph illustrates that our quarterly net
sales and operating results have fluctuated significantly. We believe they will continue to fluctuate for several reasons, including:



| |  |  | worldwide economic conditions in the semiconductor industry in general and capital equipment industry specifically;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | loss of certain key customers who account for large portions of our revenue;
| | - |  | ----------------------------------------------------------------------------



| |  |  | patterns of capital spending by our customers, including delays, cancellations or reschedulings of customer orders due to customer financial difficulties or otherwise;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | market acceptance of our new products and enhanced versions of existing products;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | changes in overhead absorption levels due to changes in the number of systems manufactured, the timing and shipment of orders, availability of components including custom integrated
circuits, or ICs, subassemblies and services, customization and reconfiguration of our systems and product reliability;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our manufacturing capacity and ability to volume produce systems, including our newest systems, and to meet customer requirements;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | manufacturing inefficiencies associated with the start-up of our new products, changes in our pricing or payment terms and cycles, and those of our competitors, customers and
suppliers;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to attract and retain qualified employees in a competitive market;
| | - |  | ------------------------------------------------------------------------------



| |  |  | timing of new product announcements and new product releases by us or our competitors;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | write-offs of excess and obsolete inventories and accounts receivable that are not collectible;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | labor and materials supply constraints;
| | - |  | ---------------------------------------



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##### Table of Contents

| |  |  | expenses associated with acquisitions and alliances, including expenses charged for any impaired acquired intangible assets and goodwill;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | operating expense reductions associated with cyclical industry downturns, including costs relating to facilities consolidations and related expenses;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the proportion of our direct sales and sales through third parties, including distributors and OEMs, the mix of products sold, the length of manufacturing and sales cycles, and
product discounts; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | natural disasters, political and economic instability, currency fluctuations, regulatory changes and outbreaks of hostilities, especially in Asia.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------

We intend to introduce new products and product enhancements in the future, the timing and success of which will affect our business, financial condition
and results of operations. Our gross margins on systems sales have varied significantly and will continue to vary significantly based on a variety of factors including:



| |  |  | long-term pricing decreases by us and our competitors and pricing by our suppliers;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | manufacturing volumes;
| | - |  | ----------------------



| |  |  | manufacturing inefficiencies;
| | - |  | -----------------------------



| |  |  | hardware product sales mix;
| | - |  | ---------------------------



| |  |  | absorption levels and the rate of capacity utilization;
| | - |  | -------------------------------------------------------



| |  |  | inventory write-downs;
| | - |  | ----------------------



| |  |  | new product introductions;
| | - |  | --------------------------



| |  |  | product reliability;
| | - |  | --------------------



| |  |  | customization and reconfiguration of systems;
| | - |  | ---------------------------------------------



| |  |  | the possible sale of inventory previously written-off;
| | - |  | ------------------------------------------------------



| |  |  | international and domestic sales mix and field service margins; and
| | - |  | -------------------------------------------------------------------



| |  |  | ceasing investment in underperforming or redundant product lines.
| | - |  | -----------------------------------------------------------------

New and enhanced products typically have lower gross margins in their early stages of commercial introduction and production, and we may build substantial finished goods inventories of such new products. If delays in or cancellations of
orders for those products occur, it may require future inventory write-offs, which would negatively affect our future financial performance. Although we have recorded and continue to record inventory write-offs, product warranty costs, and deferred
revenue, we cannot be certain that our estimates will be adequate.

We cannot forecast with any certainty the impact of these and other
factors on our sales and operating results in any future period. Results of operations in any period, therefore, should not be considered indicative of the results to be expected for any future period. Because of this difficulty in predicting future
performance, our operating results may fall below the expectations of securities analysts or investors in some future quarter or quarters. Our failure in the past to meet these expectations has adversely affected the market price of our common stock
and may continue to do so. In addition, our need for continued significant expenditures for research and development, marketing and other expenses for new products, capital equipment purchases and worldwide training and customer service and support
will impact our sales and operations results in the future. Other significant expenditures may make it difficult for us to reduce our significant fixed expenses in a particular period if we do not meet our net sales goals for that period. Many of
these expenses are fixed and will be difficult to reduce in a particular period if our net sales goal for that period is not met. As a result, we cannot be certain that we will be profitable in the future.

The semiconductor industry is cyclical.

The
semiconductor equipment industry is highly cyclical. Our business and results of operations depend largely upon the capital expenditures of manufacturers of semiconductors and companies that specialize in contract packaging and/or testing of
semiconductors. This includes manufacturers and contractors that are opening new or expanding existing fabrication facilities or upgrading existing equipment, which in turn depends upon the current and anticipated market demand for semiconductors
and products incorporating semiconductors. The timing, length and severity of the up-and-down cycles in the semiconductor equipment



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industry are difficult to predict. This cyclical nature of the industry in which we operate affects our ability to accurately predict future revenue
and, thus, future expense levels. When cyclical fluctuations result in lower than expected revenue levels, operating results may be adversely affected and cost reduction measures may be necessary in order for us to remain competitive and
financially sound. During a down cycle, we must be in a position to adjust our cost and expense structure to prevailing market conditions and to continue to motivate and retain our key employees. In addition, during periods of rapid growth, we
must be able to increase manufacturing capacity and personnel to meet customer demand. We can provide no assurance that these objectives can be met in a timely manner in response to industry cycles. If we fail to respond to industry
cycles, our business could be seriously harmed.

As a result of the cyclical nature of the semiconductor industry, we have experienced
shipment delays, delays in commitments and restructured purchase orders by customers and we expect this activity to continue. Accordingly, we cannot be certain that we will be able to achieve or maintain our current or prior level of sales or rate
of growth. We anticipate that a significant portion of new orders may depend upon demand from semiconductor device manufacturers building or expanding fabrication facilities and new device testing requirements that are not addressable by currently
installed test equipment, and there can be no assurance that such demand will develop to a significant degree, or at all. In addition, our business, financial condition or results of operations may continue to be materially adversely affected by any
factor materially adversely affecting the semiconductor industry in general or particular segments within the semiconductor industry.

Some of our
revenue is generated from a small number of key customers and the loss of a key customer could substantially reduce our revenues and be perceived as a loss of momentum in our business.

Over time, we have expanded our base of customers; however, a large portion of our revenues are generated from a small number of key customers. In
particular, two customers, Intel Corporation and Advanced Micro Devices, Inc., accounted for 16% and 23% of our net sales for the three months ended January 31, 2006, respectively. Our top ten customers accounted for 69%, 66% and 55% of our net
sales for the three months ended January 31, 2006 and fiscal years ended October 31, 2005 and 2004, respectively. We expect that our top ten customers in the aggregate will continue to account for a large portion of our net sales for the
foreseeable future, and the loss of one or more of these customers or collaborative partners would harm our business and operating results. The loss of a significant customer could also be perceived as a loss of momentum in our business and an
adverse impact on our financial results, and this may cause the market price of our common stock to fall.

Implementation or changes to our enterprise
resource planning system and other related systems may affect our business.

We may experience difficulties in implementing, making
changes or enhancements to our enterprise resource planning or ERP system and other related systems that could disrupt our ability to timely and accurately process and report key components of the results of our consolidated operations, our
financial position and cash flows. Any disruptions or difficulties that may occur in connection with implementing, making changes or enhancements to our ERP system or any future systems could also adversely affect our ability to complete the
evaluation of our internal controls and attestation activities pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. System failure or malfunctioning may result in disruption of operations and the inability to process transactions and
could adversely affect our financial results.

Our ability to successfully bring our information technology functions in-house may affect our operations.

We are in the process of bringing our information technology or IT functions in-house, which has been administered by a third party
vendor. This requires us to hire qualified individuals, implement appropriate additional IT controls and assume all responsibilities that are currently being handled by the third party vendor. Failure to successfully complete the transition may
result in disruption of our operations and may have an adverse impact on our financial results.

Changes to financial accounting standards may affect
our reported results of operations.

A change in accounting standards or practices can have a significant effect on our reported results
and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing
standards or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.

For example, since our inception, we have used stock options and other long-term equity incentives as a fundamental component of our employee compensation packages. We believe that stock options and other long-term equity incentives
directly motivate our employees to maximize long-term stockholder value and, through the use of vesting, encourage employees to remain with Credence. The FASB issued changes to U.S. GAAP that requires us to record a charge to earnings for new and
unvested employee stock option grants beginning on November 1, 2005. This regulation has made it more expensive to grant stock options to employees and has negatively impact our reported earnings by $1.0 million for the first quarter of fiscal
year 2006.



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We have a limited backlog and obtain most of our net sales from products that typically range in price from $200,000
to $5.0 million and we generally ship products generating most of our net sales near the end of each quarter, which can result in fluctuations of quarterly results.

Other than certain memory products, for which the price range is typically below $50,000, we obtain most of our net sales from the sale of a relatively few number of systems that typically range in selling price from
$200,000 to $5.0 million. This has resulted and could continue to result in our net sales and operating results for a particular period being significantly impacted by the timing of recognition of revenue from a single transaction. Our net sales and
operating results for a particular period could also be materially adversely affected if an anticipated order from just one customer is not received in time to permit shipment during that period. Backlog at the beginning of a quarter typically does
not include all orders necessary to achieve our sales objectives for that quarter. Orders in backlog are subject to cancellation, delay, deferral or rescheduling by customers with limited or no penalties. Throughout the recent fiscal years, we have
experienced customer-requested shipment delays and order cancellations, and we believe it is probable that orders will be canceled and delayed in the future. Consequently, our quarterly net sales and operating results have in the past, and will in
the future, depend upon our obtaining orders for systems to be shipped in the same quarter in which the order is received.

In the past,
some of our customers have placed orders with us for more systems than they ultimately required. We believe that in the future some of our customers may, from time to time, place orders with us for more systems than they will ultimately require, or
they will order a more rapid delivery than they will ultimately require. For this reason, our backlog may include customer orders in excess of those that will actually be delivered.

Furthermore, we generally ship products generating most of our net sales near the end of each quarter. Accordingly, our failure to receive an anticipated
order or a delay or rescheduling in a shipment near the end of a particular period or a delay in receiving customer acceptance from a customer may cause net sales in a particular period to fall significantly below expectations, which could have a
material adverse effect on our business, financial condition or results of operations. The relatively long manufacturing cycle of many of our testers has caused and could continue to cause future shipments of testers to be delayed from one quarter
to the next. Furthermore, as our competitors announce new products and technologies, and as we complete acquisitions of similar technologies, customers may defer or cancel purchases of our existing systems. We cannot forecast the impact of these and
other factors on our sales and operating results.

We may continue to experience delays in development, introduction, production in volume, and
recognition of revenue from sales of our products.

We have in the past experienced significant delays in the development, introduction,
volume production and sales of our new systems and related feature enhancements. These delays related to our inability to successfully complete product hardware engineering within the time frame originally anticipated, including design errors and
redesigns of ICs. As a result, some customers have experienced significant delays in receiving and using our testers in production. Delays in introducing a product or delays in our ability to obtain customer acceptance, if they occur in the future,
will delay the recognition of revenue and gross profit by us. We cannot be certain that these or additional difficulties will not continue to arise or that delays will not continue to materially adversely affect customer relationships and future
sales. Moreover, we cannot be certain that we will not encounter these or other difficulties that could delay future introductions or volume production or sales of our systems or enhancements. In the past, we have incurred and we may continue to
incur substantial unanticipated costs to increase feature sets in our systems. If our systems experience reliability, quality or other problems, or the market perceives our products to be feature deficient, we may continue to suffer reduced orders,
higher manufacturing costs, delay in collecting accounts receivable and higher service, support and warranty expenses, and/or inventory write-offs, among other effects. Our failure to have a competitive test system available when required by a
customer could make it substantially more difficult for us to sell testers to that customer for a number of years. We believe that the continued acceptance, volume production, timely delivery and customer satisfaction of our newer digital, mixed
signal and non-volatile memory testers are of critical importance to our future financial results. As a result, our inability to correct any technical, reliability, parts shortages or other difficulties associated with our systems or to manufacture
and ship the systems on a timely basis to meet customer requirements could damage our relationships with current and prospective customers and would continue to materially adversely affect our business, financial condition and results of operations.
In addition, the consolidation of our manufacturing operations in a single site exposes us to the increased risk of manufacturing delays or disruption in the event of natural disasters or other calamities at the site. Any delays or disruptions could
materially adversely affect our business, financial condition and results of operations.

Competition in the ATE market requires rapid technological
enhancements and new products and services.

Our ability to compete in the Automatic Test Equipment or ATE market depends upon our
ability to successfully develop and introduce new products and enhancements with enhanced features on a timely and cost-effective basis, including products under development internally as well as products obtained in acquisitions. Our customers
require test systems with additional features, higher performance and other capabilities. Therefore, it is necessary for us to develop new systems and/or enhance the performance



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and other capabilities of our existing systems to adequately address these requirements. Any success we may have in developing new and enhanced systems and
new features to our existing systems will depend upon a variety of factors, including:



| |  |  | product selection;
| | - |  | ------------------



| |  |  | timely and efficient completion of product design;
| | - |  | --------------------------------------------------



| |  |  | implementation of manufacturing and assembly processes;
| | - |  | -------------------------------------------------------



| |  |  | product performance;
| | - |  | --------------------



| |  |  | reliability in the field;
| | - |  | -------------------------



| |  |  | effective worldwide sales and marketing; and
| | - |  | --------------------------------------------



| |  |  | labor and supply constraints.
| | - |  | -----------------------------

Because we must make new
product development commitments well in advance of sales, new product decisions must anticipate both future demand and the availability of technology to satisfy that demand. We cannot be certain that we will be successful in selecting, developing,
manufacturing and marketing new hardware products or enhancements. Our inability to introduce new products that contribute significantly to net sales, gross margins and net income would have a material adverse effect on our business, financial
condition and results of operations. New product or technology introductions by our competitors could cause a decline in sales or loss of market acceptance of our existing products. If we introduce new products, existing customers may curtail
purchases of the older products resulting in inventory write-offs and they may delay new product purchases. In addition, capacity utilization at outsourced assembly and test houses, while improving, continues at low levels which is likely to depress
our non-integrated device manufacturers, or IDM business until such time that demand and supply conditions improve. Any decline in demand for our hardware products could have a materially adverse effect on our business, financial condition or
results of operations.

We are continuing to invest significant resources in the expansion of our product lines and there is no certainty that our net
sales will increase or remain at historical levels or that new products will contribute to revenue growth.

We are currently devoting
and intend to continue to devote significant resources to the development, enhancement, production and commercialization of new products and technologies. During fiscal 2005, we introduced several enhancements as well as new products that are
evolutions or derivatives of existing products as well as products that were largely new. Under our revenue recognition policy adopted in accordance with Staff Accounting Bulletin No. 104, Revenue Recognition, (SAB 104), we defer
revenue for transactions that involve newly introduced products or when customers specify acceptance criteria that cannot be demonstrated prior to the shipment. This results in a delay in the recognition of revenue as compared to the historic norm
of recognizing revenue upon shipment. Product introduction delays, if they occur in the future, will delay the recognition of revenue and gross profit and may result in delayed cash receipts by us that could materially adversely affect our business,
financial condition and results of operations. We invested and continue to invest significant resources in property, plant and equipment, purchased and leased facilities, inventory, personnel and other costs to begin or prepare to increase
production of these products. A significant portion of these investments will provide the marketing, administration and after-sales service and support required for these new products. Accordingly, we cannot be certain that gross profit margin and
inventory levels will not continue to be materially adversely affected by delays in new product introductions or start-up costs associated with the initial production and installation of these new product lines. We also cannot be certain that we can
manufacture these systems per the time and quantity required by our customers. The start-up costs include additional manufacturing overhead, additional inventory and warranty reserve requirements and the enhancement of after-sales service and
support organizations. In addition, the increases in inventory on hand for new product development and customer support requirements have increased and will continue to increase the risk of significant inventory write-offs. We cannot be certain that
our net sales will increase or remain at historical levels or that any new products will be successfully commercialized or contribute to revenue growth or that any of our additional costs will be covered.

The ATE industry is intensely competitive which can adversely affect our ability to maintain our current net sales and our revenue growth.

With the substantial investment required to develop test application and interfaces, we believe that once a semiconductor manufacturer has selected a
particular ATE vendors tester, the manufacturer is likely to use that tester for a majority of its testing requirements for the market life of that semiconductor and, to the extent possible, subsequent generations of similar products. As a
result, once an ATE customer chooses a system for the testing of a particular device, it is difficult for competing vendors to achieve significant ATE sales to such customer for similar use. Our inability to penetrate any particular large ATE
customer or achieve significant sales to any ATE customer could have a material adverse effect on our business, financial condition or results of operations.



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We face substantial competition from ATE manufacturers throughout the world. A substantial portion of our
net sales is derived from sales of mixed-signal testers. We face in some cases five and in other cases seven competitors in our primary market segments of digital, mixed signal, and RF wireless ATE. We believe that the ATE industry in total has not
been profitable for the last three years, indicating a very competitive and volatile marketplace. Several of these competitors have substantially greater financial and other resources with which to pursue engineering, manufacturing, marketing and
distribution of their products. In addition, two of our competitors recently filed registration statements with the SEC and a third is preparing to spin out from its parent to access the public financial markets. Should these companies be successful
in raising substantial amounts of money, the competitive environment could become substantially more severe. Certain competitors have introduced or announced new products with certain performance or price characteristics equal or superior to
products we currently offer. These competitors have introduced products that compete directly against our products. We believe that if the ATE industry continues to consolidate through strategic alliances or acquisitions, we will continue to face
significant additional competition from larger competitors that may offer product lines and services more complete than ours. Our competitors are continuing to improve the performance of their current products and to introduce new products,
enhancements and new technologies that provide improved cost of ownership and performance characteristics. New product introductions by our competitors could cause a decline in our sales or loss of market acceptance of our existing products.

Moreover, our business, financial condition or results of operations will continue to be materially adversely affected by continuing
competitive pressure and continued intense price-based competition. We have experienced and continue to experience significant price competition in the sale of our products. In addition, pricing pressures typically have become more intense during
cyclical downturns when competitors seek to maintain or increase market share, at the end of a products life cycle and as competitors introduce more technologically advanced products. We believe that, to be competitive, we must continue to
expend significant financial resources in order to, among other things, invest in new product development and enhancements and to maintain customer service and support centers worldwide. We cannot be certain that we will be able to compete
successfully in the future.

We may not be able to deliver custom hardware options to satisfy specific customer needs in a timely manner.

We must develop and deliver customized hardware to meet our customers specific test requirements. The market requires us to
manufacture these systems on a timely basis. Our test equipment may fail to meet our customers technical or cost requirements and may be replaced by competitive equipment or an alternative technology solution. Our inability to meet such
hardware requirements could impact our ability to recognize revenue on the related equipment. Our inability to provide a test system that meets requested performance criteria when required by a device manufacturer would severely damage our
reputation with that customer. This loss of reputation may make it substantially more difficult for us to sell test systems to that manufacturer for a number of years, which could have a material adverse effect on our business, financial condition
or results of operations.

We rely on Spirox Corporation and customers in Taiwan for a significant portion of our revenues and the termination of this
distribution relationship would materially adversely affect our business.

Spirox Corporation, a distributor in Taiwan that sells to
end-user customers in Taiwan and China, accounted for approximately 14%, 14% and 23% of our net sales in the three months ended January 31, 2006 and fiscal years ended October 31, 2005 and 2004, respectively. Our agreement with Spirox has
no minimum purchase commitment and can be terminated for any reason on 180 days prior written notice. On May 31, 2005, we entered into an agreement with Spirox to combine our Taiwan operation with Spiroxs T1 division into a corporation
named Credence Spirox Integration Corporation, an operation owned 90% by Spirox and 10% by us. This new corporation is dedicated to support our products in the Taiwan region. Consequently, our business, financial condition and results of operations
could be materially adversely affected by the loss of or any reduction in orders by Spirox, any termination of the Spirox relationship, or the loss of any significant Spirox customer, including the potential for reductions in orders by assembly and
tester service companies due to technical, manufacturing or reliability problems with our products or continued slow-downs in the semiconductor industry or in other industries that manufacture products utilizing semiconductors. Our ability to
maintain or increase sales levels in Taiwan will depend upon:



| |  |  | our ability with Spirox to obtain orders from existing and new customers;
| | - |  | -------------------------------------------------------------------------



| |  |  | our ability to manufacture systems on a timely and cost-effective basis;
| | - |  | ------------------------------------------------------------------------



| |  |  | our ability to timely complete the development of our new hardware products;
| | - |  | ----------------------------------------------------------------------------



| |  |  | Spirox and its end-user customers financial condition and success;
| | - |  | -------------------------------------------------------------------



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



| |  |  | our ability to meet increasingly stringent customer performance and other requirements and shipment delivery dates.
| | - |  | -------------------------------------------------------------------------------------------------------------------



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We have substantial indebtedness and if we need additional financing, it could be difficult to obtain.

We have $180 million principal amount of 1.5% Convertible Subordinated Notes, or Notes, due in 2008. We may incur substantial additional indebtedness
in the future. The level of indebtedness, among other things, could:



| |  |  | make it difficult for us to make payments on our debt and other obligations, particularly upon maturity of the Notes in 2008 if we were unable to cause the conversion of this debt
into equity;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | make it difficult for us to obtain any necessary future financing for working capital, capital expenditures, debt service requirements or other purposes;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | require the dedication of a substantial portion of any cash flow from operations to service the indebtedness, thereby reducing the amount of cash flow available for other purposes,
including capital expenditures;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limit our flexibility in planning for, or reacting to changes in our business and the industries in which we compete;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | place us at a possible competitive disadvantage with respect to less leveraged competitors and competitors that have better access to capital resources; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | make us more vulnerable in the event of a further downturn in our business.
| | - |  | ---------------------------------------------------------------------------

There can be no assurance that we will be able to meet our debt service obligations, including our obligations under the Notes.

We expect that our existing cash and short-term investments will be sufficient to meet our cash requirements to fund operations and expected capital expenditures for the next twelve months. In the event we may need to
raise additional funds, we cannot be certain that we will be able to obtain such additional financing on favorable terms if at all. Further, if we issue additional equity securities, stockholders may experience additional dilution or the new equity
securities may have rights, preferences or privileges senior to those of existing holders of common stock. Future financings may place restrictions on how we operate our business. If we cannot raise funds on acceptable terms, if and when needed, we
may not be able to develop or enhance our products and services, take advantage of future business opportunities, grow our business or respond to competitive pressures, which could seriously harm our business.

We require a significant amount of cash, and our ability to generate cash may be affected by factors beyond our control.

Our business may not generate cash flow in an amount sufficient to enable us to fund our liquidity needs, including payment of the principal of, or
interest on, our indebtedness, working capital, capital expenditures, product development efforts, strategic acquisitions, investments and alliances and other general corporate requirements. Our ability to generate cash is subject to general
economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot be assured that our business will generate sufficient cash flow from operations or that future borrowings or other sources of funding
will be available to us, in amounts sufficient to enable us to fund our liquidity needs or with terms that are favorable to us.

We may repatriate cash
from our foreign subsidiaries, which could result in additional income taxes that could negatively impact our results of operations and financial position. In addition, if foreign countries currency policies limit our ability to repatriate the
needed funds, our business and results of operations could be adversely impacted.

One or more of our foreign subsidiaries hold a
portion of our cash and cash equivalents. If we need additional cash to acquire assets or technology, or to support our operations in the U.S., and if the currency policies of these foreign countries allow us, we may repatriate some of our cash from
these foreign subsidiaries to the U.S. Depending on our financial results and the financial results of our subsidiaries at the time that the cash is repatriated, we may incur additional income taxes from the repatriation, which could negatively
affect our results of operations and financial position. In addition, if the currency policies of these foreign countries prohibit or limit our ability to repatriate the needed funds, our business and results of operations could be adversely
impacted.

Our long and variable sales cycle depends upon factors outside of our control and could cause us to expend significant time and resources
prior to earning associated revenues.

Sales of our systems depend in part upon the decision of semiconductor manufacturers to develop
and manufacture new semiconductor devices or to increase manufacturing capacity. As a result, sales of our products are subject to a variety of factors we cannot control. The decision to purchase our products generally involves a significant
commitment of capital, with the attendant delays frequently associated with significant capital expenditures. For these and other reasons, our systems have lengthy sales cycles during which we may expend substantial funds and management effort to
secure a sale, subjecting us to a number of significant risks, including a risk that our competitors may compete for the sale, a further downturn in the economy or other economic factors causing our customers to withdraw or delay their orders or a
change in technological requirements of the customer. As a result, our business, financial condition and results of operations would be materially adversely affected by our long and variable sales cycle and the uncertainty associated with expending
substantial funds and effort with no guarantee that a sale will be made.



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There are limitations on our ability to find the supplies and services necessary to run our business.

We obtain certain components, subassemblies and services necessary for the manufacture of our testers from a limited group of suppliers. We do not
maintain long-term supply agreements with most of our vendors, and we purchase most of our components and subassemblies through individual purchase orders. The manufacture of certain of our components and subassemblies is an extremely complex
process. We also rely on outside vendors to manufacture certain components and subassemblies and to provide certain services. We have experienced and continue to experience significant reliability, quality and timeliness problems with several
critical components including certain custom ICs. We cannot be certain that these or other problems will not continue to occur in the future with our suppliers or outside subcontractors. Our reliance on a limited group of suppliers and on outside
subcontractors involves several risks, including an inability to obtain an adequate supply of required components, subassemblies and services and reduced control over the price, timely delivery, reliability and quality of components, subassemblies
and services. Shortages, delays, disruptions or terminations of the sources for these components and subassemblies have delayed and in the future may delay shipments of our systems and new products and could have a material adverse effect on our
business. Our continuing inability to obtain adequate yields or timely deliveries or any other circumstance that would require us to seek alternative sources of supply or to manufacture such components internally could also have a material adverse
effect on our business, financial condition or results of operations. Such delays, shortages and disruptions would also damage relationships with current and prospective customers and have and could continue to allow competitors to penetrate our
customer accounts. We cannot be certain that our internal manufacturing capacity or that of our suppliers and subcontractors will be sufficient to meet customer requirements.

Our international business exposes us to additional risks.

International sales accounted for
approximately 67%, 69% and 72% of our total net sales in the three months ended January 31, 2006 and fiscal years ended October 31, 2005 and 2004, respectively. We anticipate that international sales will continue to account for a
significant portion of our total net sales in the foreseeable future. These international sales will continue to be subject to certain risks, including:



| |  |  | changes in regulatory requirements;
| | - |  | -----------------------------------



| |  |  | tariffs and other barriers;
| | - |  | ---------------------------



| |  |  | political and economic instability;
| | - |  | -----------------------------------



| |  |  | the adverse effect of fears surrounding any health risks on our business and sales and that of our customers, especially in Taiwan, Hong Kong and China;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an outbreak of hostilities in markets where we sell our products, including Korea and Israel;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | integration and management of foreign operations of acquired businesses;
| | - |  | ------------------------------------------------------------------------



| |  |  | foreign currency exchange rate fluctuations;
| | - |  | --------------------------------------------



| |  |  | difficulties with distributors, joint venture partners, original equipment manufacturers, foreign subsidiaries and branch operations;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | potentially adverse tax consequences;
| | - |  | -------------------------------------



| |  |  | the possibility of difficulty in accounts receivable collection;
| | - |  | ----------------------------------------------------------------



| |  |  | greater difficulty in maintaining U.S. accounting standards; and
| | - |  | ----------------------------------------------------------------



| |  |  | greater difficulty in protecting intellectual property rights.
| | - |  | --------------------------------------------------------------

We are also subject to the risks associated with the imposition of domestic and foreign legislation and regulations relating to the import or export of semiconductor equipment products. We cannot predict whether the import and export of our
products will be adversely affected by changes in or new quotas, duties, taxes or other charges or restrictions imposed by the United States or any other country in the future. Any of these factors or the adoption of restrictive policies could have
a material adverse effect on our business, financial condition or results of operations. Net sales to the Asia-Pacific region accounted for approximately 54%, 47% and 52% of our total net sales the three months ended January 31, 2006 and fiscal
years ended October 31, 2005 and 2004, respectively, and thus demand for our products is subject to the risk of economic instability in that region and health risks. Countries in the Asia-Pacific region, including Korea and Japan, have
experienced weaknesses in their currency, banking and equity markets in the recent past.



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These weaknesses could continue to adversely affect demand for our products, the availability and supply of our product
components and our consolidated results of operations.

No single Asian end-user customer accounted for more than 10% of our net sales
during the three months ended January 31, 2006 and fiscal years ended October 31, 2005 and 2004. However, one end-user customer headquartered in Europe, STMicroelectronics N.V., accounted for 15% of our net sales in fiscal 2004. No single
European end-user customer accounted for more than 10% of our net sales during the three months ended January 31, 2006 and fiscal year 2005. Two customers headquartered in the U.S., Intel Corporation and Advanced Micro Devices, accounted for
16% and 23% of our net sales in the three months ended January 31, 2006, respectively.

In addition, one of our major distributors,
Spirox Corporation, which accounted for 14%, 14% and 23% of our net sales in the three months ended January 31, 2006 and fiscal years ended October 31, 2005 and 2004, respectively, is a Taiwan-based company. This subjects a significant
portion of our receivables and future revenues to the risks associated with doing business in a foreign country, including political and economic instability, currency exchange rate fluctuations, fears related to health risks and regulatory changes.
Disruption of business in Asia caused by the previously mentioned factors could continue to have a material impact on our business, financial condition or results of operations.

We operate in a volatile industry  indicators of goodwill and other long-lived assets impairment under SFAS 142 and SFAS 144 may be present from time to time.

Effective November 1, 2002, we adopted Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets
(SFAS 142), which was issued by the FASB in July 2001. Under this standard, we ceased amortizing goodwill and acquired workforce effective November 1, 2002.

We test goodwill for possible impairment on an annual basis and at any other time if events occur or circumstances indicate that the carrying amount of goodwill may not be recoverable. Circumstances that could trigger
an impairment test include but are not limited to: our market value falling below our net book value for a significant period of time, a significant adverse change in the business climate or legal factors; unanticipated competition; loss of key
personnel; a significant change in direction with respect to investment in a product or market segment; the likelihood that a significant portion of the business will be sold or disposed of; or the results of testing for recoverability of a
significant asset group within a reporting unit determined in accordance with SFAS 142.

As mandated by SFAS 142, we completed our annual
goodwill impairment test as of July 31, 2005 during the three months ended October 31, 2005. We determined that the sum of the expected future discounted cash flows from the assets exceeded the carrying value of those assets; therefore, no
impairment of goodwill was recognized. However, no assurances can be given that future evaluations of goodwill will not result in future impairment charges. We will continue to evaluate goodwill on an annual basis and at such other times as events
and changes in circumstances suggest that the carrying amount may not be recoverable from its estimated future discounted cash flow. If we determine our goodwill or intangible assets to be impaired, the result of non-cash charges could be
substantial.

During 2005, we did not note any impairment for our other intangible assets. However, no assurances can be given that future
evaluations of other intangibles will not result in future impairment charges. We will continue to evaluate other intangibles at such times as events and changes in circumstances suggest that the carrying amount may not be recoverable from its
estimated future undiscounted cash flow.

Future acquisitions may be difficult to integrate, disrupt our business, dilute stockholder value or divert
management attention.

Our growth depends upon market growth, our ability to enhance our existing products, and our ability to introduce
new products on a timely basis. We intend to continue to address the need to develop new products and enhance existing products through acquisitions of other companies, product lines, technologies, and personnel. Acquisitions involve numerous risks,
including the following:



| |  |  | Difficulties in integrating the operations, technologies, products, and personnel of the acquired companies;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | Diversion of managements attention from normal daily operations of the business;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | Potential difficulties in completing projects associated with in-process research and development;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | Difficulties in entering markets in which we may have no or limited direct prior experience and where competitors in such markets may have stronger market positions;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Initial dependence on unfamiliar supply chains or relatively small supply partners;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | Insufficient revenue to offset increased expenses associated with acquisitions; and
| | - |  | -----------------------------------------------------------------------------------



| |  |  | The potential loss of key employees of the acquired companies.
| | - |  | --------------------------------------------------------------

Acquisitions may also cause us to:



| |  |  | Issue common stock that would dilute our current shareholders percentage ownership;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | Assume liabilities;
| | - |  | -------------------



| |  |  | Record goodwill and non-amortizable intangible assets that will be subject to impairment testing on a regular basis and potential periodic impairment charges;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Incur amortization expenses related to certain intangible assets;
| | - |  | -----------------------------------------------------------------



| |  |  | Incur large and immediate write-offs and restructuring and other related expenses; and
| | - |  | --------------------------------------------------------------------------------------



| |  |  | Become subject to intellectual property or other litigation.
| | - |  | ------------------------------------------------------------

Mergers and acquisitions of high-technology companies are inherently risky, and no assurance can be given that our previous or future acquisitions will be successful and will not materially adversely affect our business, operating results,
or financial condition. Failure to manage and successfully integrate acquisitions could materially harm our business and operating results. Prior acquisitions have resulted in a wide range of outcomes, from successful introduction of new products
and technologies to an inability to do so. Even when an acquired company has already developed and marketed products, there can be no assurance that product enhancements will be made in a timely fashion or that pre-acquisition due diligence will
have identified all possible issues that might arise with respect to such products.

From time-to-time, we have made acquisitions that
resulted in in-process research and development expenses being charged in a single quarter. These charges may occur in any quarter, contributing to variability in our quarterly earnings. Risks related to new product development also apply to
acquisitions.

Our executive officers and certain key personnel are critical to our business.

Our future operating results depend substantially upon the continued service of our executive officers and key personnel. Our future operating results
also depend in significant part upon our ability to attract and retain qualified management, manufacturing, technical, engineering, marketing, sales and support personnel. Competition for qualified personnel is intense, and we cannot ensure success
in attracting or retaining qualified personnel. There may be only a limited number of persons with the requisite skills to serve in these positions and it may be increasingly difficult for us to hire personnel over time. Our business, financial
condition and results of operations could be materially adversely affected by the loss of any of our key employees, by the failure of any key employee to perform in his or her current position, or by our inability to attract and retain skilled
employees.

If the protection of our proprietary rights is inadequate, our business could be harmed.

We attempt to protect our intellectual property rights through patents, copyrights, trademarks, maintenance of trade secrets and other measures, including
entering into confidentiality agreements. However, we cannot be certain that others will not independently develop substantially equivalent intellectual property or that we can meaningfully protect our intellectual property. Nor can we be certain
that our patents will not be invalidated, deemed unenforceable, circumvented or challenged, or that the rights granted thereunder will provide us with competitive advantages, or that any of our pending or future patent applications will be issued
with claims of the scope we seek, if at all. Furthermore, we cannot be certain that others will not develop similar products, duplicate our products or design around our patents, or that foreign intellectual property laws, or agreements into which
we have entered will protect our intellectual property rights. Inability or failure to protect our intellectual property rights could have a material adverse effect upon our business, financial condition and results of operations. In addition, from
time to time we encounter disputes over rights and obligations concerning intellectual property, including disputes with parties with whom we have licensed technologies. We cannot assume that we will prevail in any such intellectual property
disputes. We have been involved in extensive, expensive and time-consuming reviews of, and litigation concerning, patent infringement claims.



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Our business may be harmed if we are found to infringe proprietary rights of others.

We have at times been notified that we may be infringing intellectual property rights of third parties and we have litigated patent infringement claims in
the past. We expect to continue to receive notice of such claims in the future. We cannot be certain of the success in defending patent infringement claims or claims for indemnification resulting from infringement claims.

We cannot be certain of success in defending current or future patent or other infringement claims or claims for indemnification resulting from
infringement claims. Our business, financial condition and results of operations could be materially adversely affected if we must pay damages to a third party or suffer an injunction or if we expend significant amounts in defending any such action,
regardless of the outcome. With respect to any claims, we may seek to obtain a license under the third partys intellectual property rights. We cannot be certain, however, that the third party will grant us a license on reasonable terms or at
all. We could decide, in the alternative, to continue litigating such claims. Litigation has been and could continue to be extremely expensive and time consuming, and could materially adversely affect our business, financial condition or results of
operations, regardless of the outcome.

We may be materially adversely affected by legal proceedings.

We have been and may in the future be subject to various legal proceedings, including claims that involve possible infringement of patent or other
intellectual property rights of third parties. It is inherently difficult to assess the outcome of litigation matters, and there can be no assurance that we will prevail in any litigation. Any such litigation could result in substantial cost and
diversion of our efforts, which by itself could have a material adverse effect on our financial condition and operating results. Further, adverse determinations in such litigation could result in loss of our property rights, subject us to
significant liabilities to third parties, require us to seek licenses from third parties or prevent us from manufacturing or selling our products, any of which could materially adversely affect our business, financial condition or results of
operations.

Recently enacted and proposed changes in securities laws and regulations are likely to increase our costs.

Recently enacted and proposed changes in the laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002,
have increased and will continue to increase our expenses as we evaluate the implications of new rules and devote resources to respond to the new requirements. Sarbanes-Oxley Act mandates, among other things, that companies adopt new corporate
governance measures and imposes comprehensive reporting and disclosure requirements, sets stricter independence and financial expertise standards for audit committee members and imposes increased civil and criminal penalties for companies, their
chief executive officers and chief financial officers and directors for securities law violations. In particular, we incurred and expect to incur additional administrative expense as we implement Section 404 of the Sarbanes-Oxley Act, which
requires management to report on, and our Independent Registered Public Accounting Firm to attest to, our internal control over financial reporting. In addition, The Nasdaq National Market, on which our common stock is listed, has also adopted
comprehensive rules and regulations relating to corporate governance. These laws, rules and regulations have increased and will continue to increase the scope, complexity and cost of our corporate governance, reporting and disclosure practices,
which could harm our results of operations and divert managements attention from business operations. We also expect these developments to make it more difficult and more expensive for us to obtain director and officer liability insurance in
the future, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. Further, our board members, Chief Executive Officer and Chief Financial Officer could face an increased risk of personal liability
in connection with the performance of their duties. As a result, we may have difficultly attracting and retaining qualified board members and executive officers, which would adversely affect our business.

We are subject to the internal control evaluation and attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are required, beginning with our fiscal year ended October 31, 2005, to include in
our annual report our assessment of the effectiveness of our internal control over financial reporting and our audited financial statements as of the end of each fiscal year. Furthermore, our independent registered public accounting firm, or Firm,
is required to attest to whether our assessment of the effectiveness of our internal control over financial reporting is fairly stated in all material respects and separately report on whether it believes we maintained, in all material respects,
effective internal control over financial reporting as of the end of each fiscal year. We have successfully completed our assessment and obtained our Firms attestation as to the effectiveness of our internal control over financial reporting as
of October 31, 2005. In future years, if we fail to timely complete this assessment, or if our Firm cannot timely attest to our assessment, we could be subject to regulatory sanctions and a loss of public confidence in our internal control. In
addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to timely meet our regulatory reporting obligations.



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Terrorist attacks, terrorist threats, geopolitical instability and government responses thereto, may negatively impact
all aspects of our operations, revenues, costs and stock price.

The terrorist attacks in September 2001 in the United States and
ensuing events and the resulting decline in consumer confidence has had a material adverse effect on the economy.

In addition, any similar
future events may disrupt our operations or those of our customers and suppliers. Our markets currently include Taiwan, Korea and Israel, which are experiencing political instability. In addition, these events have had and may continue to have an
adverse impact on the U.S. and world economy in general and consumer confidence and spending in particular, which could harm our sales. Any of these events could increase volatility in the U.S. and world financial markets, which could harm our stock
price and may limit the capital resources available to us and our customers or suppliers. This could have a significant impact on our operating results, revenues and costs and may result in increased volatility in the market price of our common
stock.

We are subject to anti-takeover provisions that could delay or prevent an acquisition of our company.

Provisions of our amended and restated certificate of incorporation, equity incentive plans, bylaws and Delaware law may discourage transactions involving
a change in corporate control. In addition to the foregoing, our classified board of directors and the ability of our board of directors to issue preferred stock without further stockholder approval could have the effect of delaying, deferring or
preventing a third party from acquiring us and may adversely affect the voting and other rights of holders of our common stock.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk from
changes in interest rates relates primarily to our cash equivalents and investment portfolio. We maintain a strict investment policy, which ensures the safety and preservation of our invested funds by limiting default risk, market risk, and
reinvestment risk. Our investments consist primarily of commercial paper, medium term notes, asset backed securities, U.S. Treasury notes and obligations of U.S. Government agencies, bank certificates of deposit, auction rate preferred securities,
corporate bonds and municipal bonds. The table below presents notional amounts and related weightedaverage interest rates by year of maturity for our investment portfolio (in thousands, except percent amounts).



|                       |                        |   |         |                        |  |   |         |                                                           |  |      |         |   |      |   |       |      |  |            |       |   |  |   |  |  
|---------------------- | ---------------------- | - | ------- | ---------------------- |  | - | ------- | --------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ----- | ---- |  | ---------- | ----- | - |  | - |  | -
|                       |                        |   |         |                        |  |   |         | Future maturities of investments held at January 31, 2006
|                       | BalanceOctober 31,2005 |   |         | BalanceJanuary 31,2006 |  |   | 2006    |                                                           |  | 2007 |         |   | 2008 |   |       | 2009 |  | Thereafter
|Cash equivalents       |                        |   |         |                        |  |   |         |                                                           |  |      |         |   |      |   |       |      |  |            |       |   |  |   |  |  
|Amounts                |                        | $ | 142,180 |                        |  | $ | 106,627 |                                                           |  | $    | 106,627 |   |      |   |      |      |  |            |      |   |  |  |  | 
|Average rate           |                        |   | 2.29    | %                      |  |   | 2.70    | %                                                         |  |      | 2.70    | % |      |   |      |      |  |            |      |   |  |  |  | 
|Short-term investments |                        |   |         |                        |  |   |         |                                                           |  |      |         |   |      |   |       |      |  |            |       |   |  |   |  |  
|Amounts                |                        | $ | 7,425   |                        |  | $ | 11,395  |                                                           |  | $    | 11,395  |   |      |   |      |      |  |            |      |   |  |  |  | 
|Average rate           |                        |   | 3.84    | %                      |  |   | 4.36    | %                                                         |  |      | 4.36    | % |      |   |      |      |  |            |      |   |  |  |  | 
|Long-term investments  |                        |   |         |                        |  |   |         |                                                           |  |      |         |   |      |   |       |      |  |            |       |   |  |   |  |  
|Amounts                |                        |   |        |                        |  | $ | 3,186   |                                                           |  |      |        |   |      | $ | 1,192 |      |  | $          | 1,994 |   |  |  |  | 
|Average rate           |                        |   |        |                        |  |   | 5.00    | %                                                         |  |      |        |   |      |   | 5.00  | %    |  |            | 5.00  | % |  |  |  | 
|                       |                        |   |         |                        |  |   |         |                                                           |  |      |         |   |      |   |       |      |  |            |       |   |  |   |  |  
|Total investment       |                        | $ | 149,605 |                        |  | $ | 121,208 |                                                           |  | $    | 118,022 |   |      | $ | 1,192 |      |  | $          | 1,994 |   |  |  |  | 
|Average rate           |                        |   | 2.37    | %                      |  |   | 2.92    | %                                                         |  |      | 2.86    | % |      |   | 5.00  | %    |  |            | 5.00  | % |  |  |  | 
|Equity instruments     |                        | $ | 391     |                        |  |   |        |                                                           |  |      |        |   |      |   |      |      |  |            |      |   |  |  |  | 

We mitigate default risk by attempting to invest in high credit quality securities and by
constantly positioning our portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor. The portfolio includes only marketable securities with active secondary or resale markets to ensure
portfolio liquidity and maintains a prudent amount of diversification.

We mitigate default risk by attempting to invest in high credit
quality securities and by constantly positioning our portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor. The portfolio includes only marketable securities with active secondary or
resale markets to ensure portfolio liquidity and maintains a prudent amount of diversification.

The sensitivity analysis model used by us
for interest rate exposure compares interest income on current investment interest rates versus current investment levels at current interest rates with a 10% increase. Based on this model, a 10% increase or decrease would result in an increase or a
decrease in interest income of approximately $0.2 million. There can be no assurances that the above projected interest rate increase will materialize. Fluctuations of interest rates are beyond our control.



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Foreign Exchange

We generate a significant portion of our sales from customers located outside the United States, principally in Asia and, to a lesser extent, Europe. International sales are made mostly to foreign distributors and
some foreign subsidiaries and are typically denominated in U.S. dollars, but occasionally are denominated in the local currency for European and Japanese customers. The subsidiaries also incur most of their expenses in the local currency. Our SZ
product line is developed and manufactured in Germany and, thus, those expenses are Euro based. Accordingly, some of our foreign subsidiaries use the local currency as their functional currency. Foreign currency (losses) gains were approximately
$(0.3) million and $0.9 million for the first three months of fiscal year 2006 and 2005, respectively.

Our international business is
subject to risks typical of an international business including, but not limited to: differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange rate volatility.
Accordingly, our future results could be materially adversely impacted by changes in these or other factors. The Company does not currently use derivatives, but will continue to assess the need for these instruments in the future.

Interest Rate Risk

The Convertible
Subordinated Notes bear interest at a fixed rate of 1.5%, and therefore changes in interest rates do not impact the Companys interest expense on this debt. The Company from time to time has outstanding short-term borrowings with variable
interest rates. The total average amount of these borrowings outstanding annually has been insignificant. Therefore, the Company expects that a 10% change in interest rate will not have any material effect on the Companys interest expense.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.Based on
our managements evaluation (with the participation of our chief executive officer and chief financial officer), as of the end of the period covered by this report, our chief executive officer and chief financial officer have concluded that,
subject to limitations described below, our disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) are effective to provide reasonable assurance that the information required to be disclosed by us in
reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting during the three months
ended January 31, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings.

In March 2005, Roy Schmidt, a former employee, filed a complaint in the
Superior Court of Santa Clara County, California against us, alleging fraud and various other contractual and tort claims in connection with the termination of his employment by us. Mr. Schmidt alleges damages in excess of $3.0 million and seeks in
addition punitive damages. Discovery has commenced in this litigation. We intend to vigorously defend these claims and believe we possess meritorious defenses to the claims.

We are involved in various claims arising in the ordinary course of business, none of which, in the opinion of management, if determined adversely
against us, will have a material adverse effect on our business, financial condition or results of operations.

Item 1A. Risk Factors

There has been no material changes from the Risk Factors as previously disclosed in the
Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

None

Item 5. Other Information.

On March 11, 2006, the Company entered into amended and restated employment
agreements with John C. Batty and Brett L. Hooper, who are the Senior Vice President, Chief Financial Officer and Secretary and the Senior Vice President, Human Resources, respectively. A copy of each amended and restated employment agreement is
attached as an exhibit to this Form 10-Q.

Item 6. Exhibits.

(a) See Exhibit Index



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SIGNATURES

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



|               |  |                                                             
|-------------- |  | ------------------------------------------------------------
|               |  | CREDENCE SYSTEMS CORPORATION                                
|               |  | (Registrant)                                                
|               | 
|March 10, 2006 |  | /S/ JOHN BATTY                                              
|Date           |  | John Batty                                                  
|               |  | Senior Vice President, Chief Financial Officer and Secretary
|               |  | (Principal Financial and Chief Accounting Officer)          



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EXHIBIT INDEX



|              |  |                                                                                                                                               
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  |                                                                                                                                               
|              | 
|3.1(1)        |  | Amended and Restated Certificate of Incorporation of the Company, as currently in effect.                                                     
|              | 
|3.2(2)        |  | Amended and Restated Bylaws of the Company, as currently in effect.                                                                           
|              | 
|4.1(4)        |  | Certificate of Designation for the Non-Voting Convertible Stock of the Registrant.                                                            
|              | 
|4.2(5)        |  | Indenture, dated as of June 2, 2003 between Credence Systems Corporation and The Bank of New York, as Trustee.                                
|              | 
|4.3(5)        |  | Form of Global Note (included in Exhibit 4.3).                                                                                                
|              | 
|10.1(6)       |  | Employee Stock Purchase Plan, as Amended and Restated through May 17, 2000.                                                                   
|              | 
|10.2(3)       |  | Executive Employment Agreement, dated and effective as of December 9, 2005, by and between the Company and David House.                       
|              | 
|10.3(7)       |  | Fiscal Year 2006 Incentive Plan.                                                                                                              
|              | 
|10.4          |  | Amended and Restated Executive Employment Agreement, dated and effective as of March 11, 2006, by and between the Company and John C. Batty.  
|              | 
|10.5          |  | Amended and Restated Executive Employment Agreement, dated and effective as of March 11, 2006, by and between the Company and Brett L. Hooper.
|              | 
|31.1          |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                        
|              | 
|31.2          |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                        
|              | 
|32.1          |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                        
|              | 
|32.2          |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                        

---

|(1) | Incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2000.
|--- | --------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to Exhibit 3.2 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2002.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to Exhibit 10.1 to the Companys Report on Form 8-K (File No. 000-22366) filed on December 13, 2005.
|--- | ------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to Exhibit 4.7 to the Companys Registration Statement on Form S-4 (File No. 333-113990) filed on March 29, 2004
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to Exhibit 4.3 to the Companys Registration Statement on Form S-3 (File No. 333-108069) as filed with the Commission on August 19, 2003.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to Exhibit 10.11 to the Companys Report on 10-K for the period ended October 31, 2005.
|--- | -----------------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to Exhibit 10.26 to the Companys Report on 10-K for the period ended October 31, 2005.
|--- | -----------------------------------------------------------------------------------------------------------------