Safe Harbor and GAAP Reconciliation Statement

This presentation contains forward looking statements relating to Synopsys’ business, products and technology, including projected financial results and 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; 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 the acquisitions it completes and the difficulties in the integration of the products and operations of acquired companies or assets into Synopsys’ products and operations; increased competition in the market for Synopsys’ products and services including through consolidation in the industry and among our customers; 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, actual results on a GAAP and non-GAAP basis for the fiscal quarter ending October 31, 2011 and fiscal years 2011 and 2012 could differ materially from the targets stated for a number of reasons, including, but not limited to, (i) a determination by Synopsys that any portion of its goodwill or intangible assets have become impaired, (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) integration and other acquisition-related costs including amortization of intangible assets and costs formerly capitalized but now expensed due to new accounting guidance related to business combinations as well as changes in the fair value of contingent consideration related to prior acquisitions, (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 Quarterly Report on Form 10-Q for the third quarter fiscal year 2011, ended July 31, 2011. Furthermore, Synopsys’ actual tax rates applied to income for the fourth quarter and fiscals year 2011 and 2012 could differ from the targets given in this presentation 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 years 2011 and 2012 could differ from the targets given in this presentation 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 presentation also contains non-GAAP financial measures as defined by the Securities and Exchange Commission in Regulation G. To the extent available, reconciliations of the non-GAAP financial measures to their comparable GAAP measures are on Synopsys' website at www.synopsys.com.

The targets and the information given in the presentation represent Synopsys' expectations and beliefs as of September 28, 2011. Although this presentation will remain available on Synopsys' website, 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 presentation whether as a result of new information, future events or otherwise, unless otherwise required by law.