1352341--12/22/2006--Verigy

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Risks Relating to Our Business We have undertaken a significant restructuring of our operations and continue to incur significant expenses to increase operational efficiencies. Our dependence on contract manufacturers and sole source suppliers and contract manufacturers and our transition to a completely outsourced manufacturing model may prevent us from delivering our products on a timely basis. Our quarterly operating results may fluctuate significantly from period to period and this may cause our share price to decline. Our business and operating results could be harmed by the highly cyclical nature of the semiconductor industry. We have a limited ability to quickly or significantly reduce our costs, which makes us particularly vulnerable to the highly cyclical nature of the semiconductor industry. The market for semiconductor test equipment and services is highly concentrated, and we have limited opportunities to sell our test equipment and services. The loss of, or a significant reduction in the number of sales to, our significant customers could materially harm our business. If we do not maintain and expand existing customer relationships and establish new customer relationships, our ability to generate revenue growth will be adversely affected. Failure to accurately estimate our customers demand and plan the production of our new and existing products could adversely affect our inventory levels and our income. Failure to accurately predict our customers varying ordering patterns could adversely affect our inventory levels and our income. Existing customers may be unwilling to bear expenses associated with transitioning to new and enhanced products. If we do not introduce new test equipment platforms and upgrade existing test equipment platforms in a timely manner, and if we do not offer comprehensive and competitive services for our test equipment platforms, our test equipment and services will become obsolete, we will lose existing customers and our operating results will suffer. Our long and variable sales cycle depends upon factors outside of our control, could cause us to expend significant time and resources prior to our ever earning associated revenues and may therefore cause fluctuations in our operating results. Test systems that contain defects that harm our customers could damage our reputation and cause us to lose customers and revenue. We face substantial competition which, among other things, may lead to price pressure and adversely affect our sales and revenue. We may face competition from Agilent in the future. Third parties may compete with us by using intellectual property that Agilent licensed to us under the intellectual property matters agreement. Third parties may claim we are infringing their intellectual property, and we could suffer significant litigation or licensing expenses or be prevented from selling our products or services. Third parties may infringe our intellectual property, and we may expend significant resources enforcing our rights or suffer competitive injury. Intellectual property rights are difficult to enforce in the certain countries, which may inhibit our ability to protect our intellectual property rights or those of our suppliers and customers in those countries. Our brand identity is still relatively new in the marketplace, which could cause our product sales to suffer, and continuing to build our brand identity will require significant amounts of time and resources. Our executive officers and certain key personnel are critical to our business. We may need additional financing, which could be difficult to obtain on favorable terms or at all. We are in the process of implementing the governance and accounting practices and policies required of a company publicly-traded in the United States and incorporated in Singapore. Any delay in implementing such governance and accounting practices and policies could harm our business. Our results could be adversely affected if we do not comply with certain operating conditions agreed to with the Singapore authorities. In addition, our new legal structure could cause our effective tax rate to vary significantly from period to period, and we could owe significant taxes even during periods when we experience low operating profit or operating losses. We sell our products and services worldwide, and our business is subject to risks inherent in conducting business activities in geographies outside of the United States. We may incur a variety of costs to engage in future acquisitions of companies, products or technologies, and the anticipated benefits of any acquisitions we may make may never be realized. If our facilities or the facilities of our contract manufacturers were to experience catastrophic loss due to natural disasters, our operations would be seriously harmed. Risks Related to Our Separation from Agilent Our historical financial information as a business segment of Agilent may not be representative of our results as an independent public company. Our tax sharing agreement with Agilent may require us to indemnify Agilent for certain tax liabilities, including liabilities that may arise in connection with a distribution of our ordinary shares by Agilent, and may limit our ability to obtain additional financing or participate in future acquisitions. We are subject to certain covenants that restrict our ability to obtain additional financing or to engage in acquisition or disposition transactions for a period of two years after the distribution. Any disputes that arise between us and Agilent with respect to our past and ongoing relationships could harm our business operations. Some of our directors and executive officers may have conflicts of interest because of their ownership of Agilent common stock, options to acquire Agilent common stock and positions with Agilent. Risks Related to the Securities Markets and Ownership of Our Ordinary Shares Our securities have a limited trading history, and the price of our ordinary shares may fluctuate significantly. We may become involved in securities litigation that could divert management s attention and harm our business. It may be difficult for investors to affect service of process within the United States on us or to enforce civil liabilities under the federal securities laws of the United States against us. In addition to our tax sharing and intellectual property matters agreements with Agilent, Singapore corporate law may impede a takeover of our company by a third party, which could adversely affect the value of our ordinary shares. For a limited period of time, our board of directors has general authority to issue new shares on terms and conditions and with any preferences, rights or restrictions as may be determined by our board of directors in its sole discretion. Our public shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. corporation.

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1352341--12/22/2006--Verigy_Ltd.