Safe Harbor and GAAP Reconciliation Statement
This Webcast contains forward looking statements relating to Synopsys' business, acquisitions, products and technology, including projected financial results and business objectives. These statements are forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those described by these statements due to a number of uncertainties, including, but not limited to:
- Continued uncertainty in the global economy and its potential impact on the semiconductor and electronics industries;
- uncertainty in the growth of the semiconductor and electronics industry;
- Synopsys' ability to realize the potential financial or strategic benefits of acquisitions it completes, including the recent acquisition of Magma Design Automation, Inc., and the difficulties in the integration of the products and operations of acquired companies or assets into Synopsys' products and operations, including possible delays in customer orders, potential loss of customers, key employees, partners or vendors, customer demand and support obligations for product offerings, and disruption of ongoing business operations and diversion of management attention;
- Synopsys' ability to close its pending acquisition of SpringSoft, Inc. in a timely manner or at all, and the effect of the announcement of the acquisition on the companies' respective businesses;
- increased competition in the market for Synopsys' products and services including through consolidation in the industry and among our customers;
- changes in demand for Synopsys' products due to fluctuations in demand for its customers' products;
- the possibility of litigation;
- lower-than-anticipated new IC design starts;
- lower-than-anticipated purchases or delays in purchases of software or consulting services by Synopsys' customers, including delays in the renewal, or non-renewal, of Synopsys' license arrangements with major customers;
- changes in the mix of time-based licenses and upfront licenses;
- lower-than-expected orders; and
- failure of customers to pay license fees as scheduled.
In addition, Synopsys' actual expenses, earnings per share and tax rate on a GAAP and non-GAAP basis for the fiscal quarter ending October 31, 2012; actual expenses, earnings per share, tax rate, and other projections on a GAAP and non-GAAP basis for fiscal year 2012; and cash flow from operations on a GAAP basis for fiscal year 2012 could differ materially from the targets stated in this Webcast for a number of reasons, including, but not limited to, (i) integration and other acquisition-related costs, (ii) application of the actual consolidated GAAP and non-GAAP tax rates for such periods, or judgment by management, based upon the status of pending audits and settlements to increase or decrease an income tax asset or liability, (iii) a determination by Synopsys that any portion of its goodwill or intangible assets have become impaired, (iv) changes in the anticipated amount of employee stock-based compensation expense recognized on Synopsys' financial statements, (v) actual change in the fair value of Synopsys' non-qualified deferred compensation plan obligations, (vi) increases or decreases to estimated capital expenditures, (vii) changes driven by new accounting rules, regulations, interpretations or guidance, (viii) general economic conditions, and (ix) other risks as detailed in Synopsys' SEC filings, including those described in the "Risk Factors" section in its latest Quarterly Report on Form 10-Q for the second quarter ended April 30, 2012. Furthermore, Synopsys' actual tax rates applied to income for the fourth quarter and fiscal year 2012 could differ from the targets given in this Webcast as a result of a number of factors, including the actual geographic mix of revenue during the quarter and year, and actions by the government. Finally, Synopsys' targets for outstanding shares in the fourth quarter and fiscal year 2012 could differ from the targets given in this Webcast as a result of higher than expected employee stock plan issuances or stock option exercises, acquisitions, and the extent of Synopsys' stock repurchase activity.
This Webcast also contains non-GAAP financial measures as defined by the Securities and Exchange Commission in Regulation G. Reconciliations of the non-GAAP financial measures to their comparable GAAP measures are included in the third quarter fiscal year 2012 earnings release and financial supplement, each dated August 22, 2012 and available on Synopsys' website at www.synopsys.com. Additional information about such reconciliations can be found in Synopsys' Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 22, 2012.
The targets and the information given in the Webcast represent Synopsys' expectations and beliefs as of August 22, 2012. Although this Webcast will remain available on Synopsys' website through the date of the earnings results call for the fourth quarter of fiscal year 2012, its continued availability through such date does not mean that Synopsys is reaffirming or confirming its continued validity. Furthermore, Synopsys is under no obligation to (and expressly disclaims any such obligation to update or alter any of the forward-looking statements contained in this Webcast whether as a result of new information, future events or otherwise, unless otherwise required by law.
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