September Investor Luncheon Webcast

Safe Harbor and GAAP Reconciliation Statement

This Webcast contains forward-looking statements relating to Synopsys’ business, acquisitions, products, technology, customer demand for our technology, and business model, including statements regarding projected financial results, business objectives, and expected benefits of Synopsys’ acquisition of Coverity, Inc. 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;
  • 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;
  • Synopsys' ability to realize the potential financial or strategic benefits of acquisitions it completes, including its recent acquisition of Coverity, Inc., and challenges in entering new markets in which Synopsys is not experienced and 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; adverse changes in the relationships between Synopsys and key participants in the complex semiconductor ecosystem, including major foundries and intellectual property providers;
  • litigation;
  • lower-than-anticipated new IC design starts;
  • lower-than-anticipated purchases or delays in purchases of products or consulting services by Synopsys’ customers, including delays in the renewal, or non-renewal, of Synopsys’ license arrangements with major customers;
  • changes in accounting principles or standards or in the way they are applied;
  • changes in the mix of time-based licenses and upfront licenses;
  • variability in the timing of revenue recognition due to factors such as payment terms and the timing and value of contract renewals and professional services projects;
  • lower-than-expected orders; and
  • failure of customers to pay license fees as scheduled.

In addition, Synopsys' actual earnings per share and other results on a GAAP and non-GAAP basis for the fiscal quarter ending Oct. 31, 2014, and earnings per share and other projections on a GAAP and non-GAAP basis for fiscal year 2014 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 has become impaired, (iv) changes in the anticipated amount of employee stock-based compensation expense recognized in 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) fluctuations in foreign currency exchange rates, (ix) litigation, (x) general economic conditions, and (xi) 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 fiscal quarter ended Jul. 31, 2014.

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 2014 earnings release and financial supplement, each dated Aug. 20, 2014 and available on Synopsys' website at Additional information about such reconciliations can be found in Synopsys’ Current Report on Form 8-K, filed with the Securities and Exchange Commission on Aug. 20, 2014.

The financial targets given in the Webcast represent Synopsys' expectations and beliefs as of Aug. 20, 2014, and those targets are not being updated at this time. Other forward-looking statements made in this Webcast represent Synopsys’ expectations and beliefs as of the date of the Webcast. Although this Webcast will remain available on Synopsys' website through the end of the fourth quarter fiscal year 2014, 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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