8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 25, 2006

TOLLGRADE COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania	000-27312	25-1537134
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

493 Nixon Road
Cheswick, Pennsylvania 15024
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (412) 820-1400

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition

          In a press release dated October 25, 2006, the Company announced its results of operations for the fiscal quarter ended September 30, 2006. A copy of the press release is set forth in Exhibit 99.1 hereto and incorporated herein by reference.

          The information in this Item 2.02 and the attached Exhibit 99.1 shall not be deemed “filed” under Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, and is not incorporated by reference into any of the Company’s filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, whether made before or after the date of this report and irrespective of any general incorporation language in such filing, unless the Company expressly states in such filing that such information is to be considered “filed” or incorporated by reference therein.

          The Company is making reference to non-GAAP financial information in both the press release and in the related conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description of Exhibit
99.1	Tollgrade Communications, Inc. Press Release dated October 25, 2006, announcing results of operations for the fiscal quarter ended September 30, 2006.

SIGNATURE

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

	TOLLGRADE COMMUNICATIONS, INC.
Dated: October 25, 2006	By:	/s/ Sara M. Antol
		Sara M. Antol
		General Counsel and Secretary

Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Tollgrade Communications, Inc. Press Release dated October 25, 2006, announcing results of operations for the fiscal quarter ended September 30, 2006.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact: Bob Butter, Corporate Communications / Office: 412-820-1347 / Cell: 412-736-6186 / bbutter@tollgrade.com

TOLLGRADE REPORTS THIRD QUARTER 2006 RESULTS IN RANGE OF GUIDANCE

PITTSBURGH, PA – October 25, 2006 — Tollgrade Communications, Inc. (NASDAQ: TLGD) today reported revenue of $14.9 million and a loss per share of $(0.25) for the third quarter ended September 30, 2006. These results include a per share charge of $(0.30) for the implementation of cost restructuring initiatives announced on July 27, 2006. Excluding this charge, our non-GAAP earnings per share for the third quarter ended September 30, 2006 were $0.05. In comparison, revenue and per share results for the third quarter of 2005 were $16.8 million and $0.11, respectively, including a charge of $(0.02) per share related to the write down of certain acquired software. Revenues and earnings per share for the third quarter of 2006 were within the range of estimates the Company provided on July 27, 2006, which indicated sales could range from $14.5 million to $17.5 million, and earnings per share could range between $(0.31) to $(0.22) on a GAAP basis and breakeven to $0.09 on a non-GAAP basis.

On a year to date basis, the Company reported revenue of $48.8 million and a loss per share of $(0.26) for the nine month period ended September 30, 2006. Excluding the special charges for restructuring discussed below, non-GAAP earnings per share for the nine month period ended September 30, 2006 were $0.03. In comparison, revenues for the nine months ended September 24, 2005 were $48.2 million and earnings per share were $0.13. Excluding the special charges related to the write-down of certain acquired software and retirement cost associated with the Company’s former CEO, non-GAAP earnings per share for the nine months ended September 24, 2005 were $0.19.

Strategic Initiatives

During the third quarter of 2006 the Company recorded a charge of approximately $5.8 million related to its previously announced cost restructuring initiatives, of which $5.3 million is a non-cash charge. The restructuring

TOLLGRADE COMMUNICATIONS, INC.
493 Nixon Road / Cheswick, PA 15024 / 412-820-1400 / 800-878-3399 / Fax: 412-820-1530
685 Route 202/206 South / Bridgewater, NJ 08807 / 908-243-3900 / Fax: 908-243-3300
7020 Professional Parkway East / Sarasota, FL 34240 / 941-373-6800 / 877-280-0030 / Fax: 941-373-6887
Telco Support: 800-777-5405 / Cable Support (TAC): 941-373-6850 or 888-486-3510
www.tollgrade.com

charge includes severance of $0.2 million, lease abandonment costs of $0.3 million, inventory write-downs of $4.3 million, and fixed assets and property impairments of $1.0 million. Cash outlays during the third quarter of 2006 for the restructuring costs were $0.2 million. The Company expects to record a charge of approximately $0.3 million in the fourth quarter of 2006 for completion of this program.

“We have made significant progress reducing the overall cost structure of our business in a highly competitive market,” said Mark B. Peterson, Tollgrade’s President and CEO. “Our strategic initiative to improve efficiency is on track with our plans and will remain a focus area for us. We continue to pursue international project opportunities for both existing and planned products and are well-positioned with domestic cable and telecom customers as they assess their triple-play service assurance needs,” added Peterson.

Third Quarter 2006 Revenue Results

Sales of Tollgrade’s DigiTest® system products were $2.6 million in the third quarter of 2006, compared to $5.2 million in the third quarter of 2005. DigiTest system revenues declined in the third quarter of 2006 compared to the third quarter of 2005, primarily due to reduced deployment of products into the Middle East, offset, in part, by increased sales of product into Africa.

Overall sales of cable hardware and software products were $2.9 million in the third quarter of 2006, compared to $3.2 million in the third quarter of 2005. The decrease was primarily due to the inclusion in the prior year quarter of higher sales of certain legacy products, as well as a large sale of VoIP products to an international customer.

Sales of LoopCare™ software products, separate and unrelated to the Company’s DigiTest system products, were $0.7 million in the third quarter of 2006 compared to sales of $0.2 million in the third quarter of 2005. The third quarter of 2006 includes the effect of additional software customization work for a customer in the Middle East and for Cincinnati Bell. LoopCare software license fees and services revenues, including the separate software products previously discussed, were $2.9 million in the third quarter of 2006 compared to $2.4 million in the comparable period of the prior year.

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Overall sales of the Company’s MCU^® products, which extend testability into the POTS network, were $4.1 million in the third quarter of 2006, compared to $4.9 million in the third quarter of 2005. The third quarter of 2005 benefited from increased bulk purchases likely due to hurricane and storm-related restoration projects by certain RBOCs.

Third quarter 2006 sales from Services, which includes installation oversight and project management services provided to RBOCs and fees for software maintenance, were $2.9 million, compared to $3.3 million in the third quarter of 2005. The decline is primarily attributable to lower sales of software maintenance for traditional legacy cable products.

Sales of products acquired from Emerson on February 24, 2006, were $1.7 million for the third quarter of 2006. Sales were driven by pilot acceptance and initial deployment of product into Eastern Europe.

Third Quarter 2006 Financial and Operating Data

Gross profit for the third quarter of 2006 was $3.2 million, a decrease of $5.6 million or 63.4% compared to $8.8 million in the third quarter of 2005, and gross profit as a percentage of sales for the third quarter of 2006 was 21.4% versus 52.1% for the prior year quarter. The gross margin for the quarter ended September 30, 2006 included a $4.3 million charge for inventory associated with our restructuring effort, while gross margin for the quarter ended September 24, 2005 included a charge of $0.4 million associated with the write-down of the value of certain acquired software. Excluding these charges from their respective periods, gross profit was $7.6 million in the third quarter of 2006 compared to $9.2 million in the third quarter of 2005, a decrease of $1.6 million or 17.8% primarily as a result of lower sales volumes. Excluding special charges, gross profit as a percentage of sales for the third quarter of 2006 was 50.5% versus 54.7% for the third quarter of 2005. The decrease in gross profit as a percentage of sales was primarily the result of product mix due to lower overall sales of DigiTest and MCUs in the third quarter of 2006.

Overall operating expenses were $8.9 million for the third quarter of 2006, including a restructuring charge of $1.5 million, compared to $7.3 million in the third quarter of 2005. Selling and marketing expenses for the third quarter of 2006 were $2.5 million, an increase of $0.5 million from the third quarter of 2005. The increase is attributable to employee costs associated with the addition of the Emerson product line, stock compensation expense, and increased commission costs. General and administrative expenses decreased slightly to $1.8 million in the third quarter of 2006

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compared to $1.9 million in the third quarter of 2005. Research and development expenses for the third quarter of 2006 were $3.2 million, a decrease of $0.2 million from the third quarter of 2005 as some of the initial cost benefits of the restructuring program were realized.

The effective tax rate for the third quarter of 2006 was a benefit of approximately 35.1%, compared to approximately 17.5% of tax expense provided for in the prior year quarter. The effective tax rate for the third quarter of 2006 reflects higher losses as a result of restructuring and the relative impact of permanent tax items thereon.

The Company’s order backlog for firm customer purchase orders and signed software maintenance contracts was $11.6 million as of September 30, 2006, compared to backlog of $14.7 million as of December 31, 2005. The decrease is primarily attributable to the completion of significant milestones for certain large projects and timing of the renewal of certain maintenance agreements that expire on December 31, 2006. The backlog at September 30, 2006 and December 31, 2005 included approximately $4.7 million and $6.2 million, respectively, related to software maintenance contracts, which is earned and recognized as income on a ratable basis during the remaining terms of these agreements.

Management expects that approximately 62.0% of the current total backlog will be recognized as revenue in the fourth quarter of 2006.

Fourth Quarter 2006 Outlook

“Regarding our fourth quarter 2006 outlook, we expect to continue to generate revenue from existing projects which will contribute to the fourth quarter,” said Peterson. “In addition, there are certain sales opportunities that were in process at the end of the third quarter of 2006 which we believe will close in the fourth quarter. As a result, we expect revenues for the fourth quarter of 2006 to range from $14.5 million to $18.5 million and earnings per share of $0.02 to $0.13 including an estimate of approximately $0.3 million of expense related to finalization of our restructuring efforts. Excluding these restructuring costs, non-GAAP earnings per share should range from $0.03 to $0.14. Our business continues to evolve to be more project-oriented while customers transition their network platforms,” added Peterson.

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Conference Call and Webcast

A conference call to discuss earnings results for the third quarter of 2006 will be held on October 26, 2006 at 9:00 a.m., Eastern Time. The telephone number for U.S. participants is 1-800-860-2442 (international: 412-858-4600). Please reference Tollgrade/Peterson to identify the call. The conference call will also be broadcast live over the Internet. To listen to this conference call via the Internet, simply log on to the following URL address: http://www.videonewswire.com/event.asp?id=36084

About Tollgrade

Tollgrade Communications, Inc. is a leading provider of network service assurance products and services for centralized test systems around the world. Tollgrade designs, engineers, markets and supports centralized test systems, test access and status monitoring products, and next generation network assurance technologies for the broadband marketplace. Tollgrade’s customers range from the top RBOCs (Regional Bell Operating Companies) and Cable providers, to numerous independent telecom, cable and broadband providers around the world. Tollgrade’s network testing, measurement and monitoring solutions support the infrastructure of cable and telecom companies offering current and emerging triple play services. Tollgrade, headquartered near Pittsburgh in Cheswick, Pa., and its products and customer reach span over 200 million embedded access lines, more than any other test and measurement supplier. For more information, visit Tollgrade’s web site at www.tollgrade.com.

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TOLLGRADE COMMUNICATIONS, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
(In thousands, except per-share data)

	Three Months Ended					Nine Months Ended
	September			September		September			September
	30, 2006			24, 2005		30, 2006			24, 2005
Revenues:
Products	$	12,053		$	13,573	$	38,828		$	38,412
Services		2,896			3,229		9,982			9,757
		14,949			16,802		48,810			48,169
Cost of sales:
Products		5,454			5,987		19,238			18,210
Services		982			911		3,601			2,643
Amortization		962			718		2,853			2,147
Inventory write-down		4,346			—		4,346			—
Write down of acquired software		—			424		—			424
		11,744			8,040		30,038			23,424
Gross profit		3,205			8,762		18,772			24,745
Operating expenses:
Selling and marketing		2,459			1,918		8,081			6,594
General and administrative		1,751			1,910		5,935			5,640
Research and development		3,233			3,465		10,484			10,554
Restructuring expense		1,500			—		1,500			—
Retirement expense		—			—		—			775
Total operating expenses		8,943			7,293		26,000			23,563
(Loss) income from operations		(5,738	)		1,469		(7,228	)		1,182
Other income		729			313		1,984			827
(Loss) income before income taxes		(5,009	)		1,782		(5,244	)		2,009
(Benefit) provision for income taxes		(1,759	)		311		(1,826	)		328
Net (loss) income	$	(3,250	)	$	1,471	$	(3,418	)	$	1,681
Diluted earnings per-share information:
Weighted average shares of common stock and equivalents:		13,247			13,221		13,236			13,202
Net (loss) income per common and common equivalent shares	$	(0.25	)	$	0.11	$	(0.26	)	$	0.13

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TOLLGRADE COMMUNICATIONS, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(In thousands)

	September		December
	30, 2006		31, 2005
ASSETS
Current assets:
Cash and cash equivalents	$	51,169	$	49,421
Short-term investments		7,245		18,010
Accounts receivable:
Trade		15,100		9,456
Other		1,292		1,406
Inventories		10,953		9,934
Prepaid expenses		847		1,397
Deferred and refundable tax assets		3,445		1,803
Assets held for sale		1,190		—
Total current assets		91,241		91,427
Property and equipment, net		3,549		6,390
Deferred tax assets		207		46
Intangibles and capitalized software costs, net		42,020		43,616
Goodwill		23,857		21,562
Receivable from officer		149		153
Other assets		119		135
Total assets	$	161,142	$	163,329
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,473	$	1,262
Accrued warranty		2,133		2,220
Accrued expenses		3,605		2,579
Accrued salaries and wages		158		660
Accrued royalties payable		160		581
Income taxes payable		441		869
Deferred income		2,836		2,450
Total current liabilities		10,806		10,621
Deferred tax liabilities		2,615		2,447
Total liabilities		13,421		13,068
Total shareholders’ equity		147,721		150,261
Total liabilities and shareholders’ equity	$	161,142	$	163,329

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TOLLGRADE COMMUNICATIONS, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands)

	Nine Months Ended
	Sept 30, 2006			Sept 24, 2005
Cash flows from operating activities:
Net (loss) income	$	(3,418	)	$	1,681
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		4,483			4,038
Compensation expense related to stock plans		378			—
Deferred income taxes		(2,280	)		408
Restructuring and asset impairment		5,338			—
Provisions for losses on inventory		(44	)		237
Write down of acquired software		—			424
Provision for allowance for doubtful accounts		(47	)		80
Changes in assets and liabilities:
Accounts receivable-trade		(3,770	)		(2,688	)
Accounts receivable-other		114			(875	)
Inventory		(4,208	)		2,425
Prepaid expenses and other assets		570			1,629
Refundable taxes		645			212
Accounts payable		(425	)		(146	)
Accrued warranty		(87	)		(14	)
Accrued expenses and deferred income		1,089			63
Accrued royalties payable		(421	)		(226	)
Accrued salaries and wages		(502	)		(274	)
Income taxes payable		(428	)		10
Net cash (used in) provided by operating activities		(3,013	)		6,984
Cash flows from investing activities:
Purchase of Emerson test division		(5,501	)		—
Purchase of short-term investments		(7,589	)		(15,479	)
Redemption/maturity of short-term investments		18,354			12,490
Capital expenditures, including capitalized software		(1,003	)		(903	)
Net cash provided by (used in) investing activities		4,261			(3,892	)
Cash flows from financing activities:
Proceeds from exercise of stock options		406			65
Tax benefit from exercise of stock options		94			8
Net cash provided by financing activities		500			73
Net increase (decrease) in cash and cash equivalents		1,748			3,165
Cash and cash equivalents at beginning of period		49,421			32,622
Cash and cash equivalents at end of period	$	51,169		$	35,787

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Explanation of Non-GAAP Measures

During the third quarter of 2006, we implemented a restructuring program aimed at reducing the Company’s existing cost structure. We have provided non-GAAP financial measures (e.g., non-GAAP earnings per share) that exclude the non-recurring charges associated with the restructuring initiatives announced on July 27, 2006, as well as the related income tax effects of such items. These non-GAAP financial measures are provided to enhance the user’s overall understanding of our third quarter, 2006 financial performance and expected financial performance for the fourth quarter of 2006. We have also provided non-GAAP financial measures for certain actions completed during 2005, including the write-down of certain acquired software and retirement costs associated with a former CEO. We believe that by excluding these charges, as well as the related income tax effects, our non-GAAP measures provide supplemental information to both management and investors that is useful in assessing our core operating performance, in evaluating our ongoing business operations and in comparing our results of operations on a consistent basis from period to period. These non-GAAP financial measures are also used by management to plan and forecast future periods and to assist us in making operating and strategic decisions. The presentation of this additional information is not prepared in accordance with GAAP. The information may therefore not necessarily be comparable to that of other companies and should be considered as a supplement to, and not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

To supplement the presentation of our non-GAAP financial measures for the three and nine month periods ended September 30, 2006 and September 24, 2005, we have prepared the following tables that reconcile the differences between the non-GAAP financial measures with the most comparable measures prepared in accordance with GAAP. Our non-GAAP financial measures are not meant to be used in isolation from or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Our non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effect:

• Restructuring expense: For the three and nine months ended September 30, 2006 we have excluded the effect of the restructuring program from our GAAP gross profit, gross profit percentage, operating expense, operating income, net income and diluted EPS. The restructuring program included charges associated with the write down of inventory, employee severance and associated costs and write down of property. We believe it is useful for investors to understand the effect of these expenses on our cost structure.

• 2005 Special items: For the three and nine months ended September 24, 2005 we have excluded the effect of the write-down of certain acquired software. For the nine months ended September 24, 2005 we have excluded the charge associated with the retirement of our former CEO.

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Reconciliation to GAAP- Quarter Ended September 30, 2006 (Unaudited)

									Operating			Net
			Gross Profit			Operating			(Loss)			(Loss)			Diluted
(In thousands, except per share amount	Gross Profit		Percentage			Expense			income			income			EPS
2006 GAAP Reported Results	$	3,205		21.4	%	$	8,943		$	(5,738	)	$	(3,250	)	$	(0.25	)
Inventory write-down		4,346		29.1	%					4,346			2,868			0.22
Restructuring							(1,500	)		1,500			990			0.08
2006 Non-GAAP Results, Excluding special items	$	7,551		50.5	%	$	7,443		$	108		$	608		$	0.05

Reconciliation to GAAP- Nine Months Ended September 30, 2006 (Unaudited)

												Net
			Gross Profit			Operating			Operating			(Loss)			Diluted
(In thousands, except per share amount	Gross Profit		Percentage			Expense			(Loss)			Income			EPS
2006 GAAP Reported Results	$	18,772		38.5	%	$	26,000		$	(7,228	)	$	(3,418	)	$	(0.26	)
Inventory write-down		4,346		8.9	%					4,346			2,868			0.22
Restructuring expense							(1,500	)		1,500			990			0.07
2006 Non-GAAP Results, Excluding special items	$	23,118		47.4	%	$	24,500		$	(1,382	)	$	440		$	0.03

Reconciliation to GAAP- Quarter Ended September 24, 2005 (Unaudited)

			Gross Profit			Operating		Operating		Net		Diluted
(In thousands, except per share amount	Gross Profit		Percentage			Expense		Income		Income		EPS
2005 GAAP Reported Results	$	8,762		52.1	%	$	7,293	$	1,469	$	1,471	$	0.11
Acquired software write-down		424		2.6	%				424		280		0.02
2005 Non-GAAP Results, Excluding special items	$	9,186		54.7	%	$	7,293	$	1,893	$	1,751	$	0.13

Reconciliation to GAAP- Nine Months Ended September 24, 2005 (Unaudited)

			Gross Profit			Operating			Operating		Net		Diluted
(In thousands, except per share amount	Gross Profit		Percentage			Expense			Income		Income		EPS
2005 GAAP Reported Results	$	24,745		51.4	%	$	23,563		$	1,182	$	1,681	$	0.13
Acquired software write-down		424		0.9	%					424		280		0.02
Retirement expense							(775	)		775		512		0.04
2005 Non-GAAP Results, Excluding special items	$	25,169		52.3	%	$	22,788		$	2,381	$	2,473	$	0.19

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Forward-Looking Statements

The foregoing release contains “forward looking statements” regarding future events or results 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 concerning the Company’s current expectations regarding revenue and earnings results for the fourth quarter of 2006, the expected charges and cash payments arising from the Company’s cost restructuring plan and the expected effect such actions will have on the Company’s revenues and earnings, its participation in the fundamental network migration currently underway in the telecommunications industry and its confidence in winning broadband customers. The Company cautions readers that such “forward looking statements” are, in fact, predictions that are subject to risks and uncertainties and that actual events or results may differ materially from those anticipated events or results expressed or implied by such forward looking statements. The Company disclaims any current intention to update its “forward looking statements,” and the estimates and assumptions within them, at any time or for any reason.

In particular, the following factors, among others could cause actual results to differ materially from those described in the “forward looking statements:” (a) the unanticipated further decline of the capital budgets allocated to legacy network elements for certain of our major customers; (b) the inability to make changes in business strategy, development plans and product offerings to respond to the needs of the significantly changing telecommunications markets and network technologies; (c) the inability of the Company to achieve its planned cost reductions and to reduce expenditures quickly enough to restore profitability in that portion of its business; (d) the risk that cost-cutting initiatives will impair the Company’s ability to effectively develop and market products and remain competitive in the telecom business; (e) possible delays in deployment of products under international contracts due to project delays, political instability, inability to obtain proper acceptances or other unforeseen delays; (f) possible delays in, or the inability to, complete renewals of long term maintenance contracts with certain of our RBOC customers, two of which are scheduled to expire this year, or to complete negotiation and execution of purchase agreements with new customers; (g) lower than expected demand for our cable testing products; (h) pricing pressures affecting our cable-related products as a result of increased competition, consolidation within the cable industry and the adoption of standards-based protocols; (i) our ability to close certain international opportunities, due to numerous risks and uncertainties inherent in international markets; (j) our dependence upon a limited number of third party subcontractors to manufacture certain aspects of the products we sell; (k) the ability to manage the risks associated with and to grow our business; (l) the uncertain economic and political climate in the United States and throughout the rest of the world and the potential that such climate may deteriorate; (m) our ability to efficiently integrate acquired businesses and achieve expected synergies. Other factors that could cause actual events or results to differ materially from those contained in the “forward looking statements” are included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) including, but not limited to, the Company’s Form 10-K for the year ended December 31, 2005 and any subsequently filed reports. All documents are also available through the SEC’s Electronic Data Gathering Analysis and Retrieval system at www.sec.gov or from the Company’s website at www.tollgrade.com.

äLoopCare is a trademark of Tollgrade Communications, Inc.
^Ò DigiTest is a registered trademark of Tollgrade Communications, Inc.
^Ò MCU is a registered trademark of Tollgrade Communications, Inc.
All other trademarks are the property of their respective owners.

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