On February 1, 2006, Tollgrade Communications, Inc. (the “Company”) disclosed that the Company’s consolidated financial statements for the years ended December 31, 2001, 2002, 2003 and 2004, including previously issued unaudited quarterly financial information for each of the three quarters ended December 31, 2004 and for each of the first three quarters for the year ended December 31, 2005 should not be relied upon due to errors in these financial statements. The Company restated its previously issued financial statements for the years ended December 31, 2003 and 2004 in its 10-K for the year ended December 31, 2005 and amended its quarterly filings for 2005. The document you are accessing has not been restated to reflect the correction of such errors. Please refer to the Company’s 2005 10-K/A and the Form 10-Q/A for the first, second and third quarters of 2005 for more information on the effects of the restatement.

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