Synopsys Posts Financial Results for Second Quarter Fiscal Year 2009

Earnings Call Open to Investors

Synopsys will hold a conference call for financial analysts and investors today at 2:00 p.m., Pacific Time. A live webcast of the call will be available at Synopsys' corporate website at http://www.synopsys.com/. A recording of the call will be available by calling +1-800-475-6701 (+1-320-365-3844 for international callers), access code 999158, beginning at 5:30 p.m. Pacific Time today. A webcast replay will also be available on the website from approximately 5:30 p.m. Pacific Time today through the time Synopsys announces its results for the third quarter fiscal 2009 in August 2009. Synopsys will post copies of the prepared remarks of Aart de Geus, chairman and chief executive officer, and Brian Beattie, chief financial officer, on its website following the call. In addition, Synopsys makes additional financial information available in a financial supplement also posted on the corporate website.

Effectiveness of Information

The targets included in this release, the statements made during the earnings conference call and the information contained in the financial supplement (available in the Investor Relations section of Synopsys' website at www.synopsys.com) represent Synopsys' expectations and beliefs as of the date of this release only. Although this press release, copies of the prepared remarks of the chief executive officer and chief financial officer made during the call and the financial supplement will remain available on Synopsys' website through the date of the third quarter earnings call in August 2009, their continued availability through such date does not mean that Synopsys is reaffirming or confirming their continued validity. Synopsys does not currently intend to report on its progress during the third quarter of fiscal 2009 or comment to analysts or investors on, or otherwise update, the targets given in this earnings release.

Availability of Final Financial Statements

Synopsys will include final financial statements for the second quarter in its Quarterly Report on Form 10-Q to be filed by June 11, 2009.

About Synopsys

Synopsys, Inc. (NASDAQ: SNPS) is a world leader in electronic design automation (EDA), supplying the global electronics market with the software, intellectual property (IP) and services used in semiconductor design and manufacturing. Synopsys' comprehensive, integrated portfolio of implementation, verification, IP, manufacturing and field-programmable gate array (FPGA) solutions helps address the key challenges designers and manufacturers face today, such as power and yield management, software-to-silicon verification and time-to-results. These technology-leading solutions help give Synopsys customers a competitive edge in bringing the best products to market quickly while reducing costs and schedule risk. Synopsys is headquartered in Mountain View, California, and has more than 60 offices located throughout North America, Europe, Japan, Asia and India. Visit Synopsys online at http://www.synopsys.com/.

Forward-Looking Statements

The statements made in this press release regarding projected financial results in the sections entitled "Financial Targets," and "Reconciliation of Target Operating Results" and certain statements made in the earnings conference call 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 downturn and uncertainty in the global economy in general, and
        weakness in the semiconductor and electronics industries;
    --  failure of customers to pay license fees as scheduled;
    --  lower-than-expected research and development spending by semiconductor
        and electronic systems companies;
    --  competition in the market for Synopsys' products and services;
    --  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;
    --  the terms of a final settlement, if any, with the IRS regarding the
        2002-2004 returns, and
    --  difficulties in the integration of the products and operations of
        acquired companies or assets into Synopsys' products and operations.

In addition, Synopsys' actual expenses, earnings per share and tax rate on a GAAP and non-GAAP basis for the fiscal quarter ending July 31, 2009 and actual expenses, earnings per share, tax rate, cash flow from operations and other projections on a GAAP and non-GAAP basis for fiscal year 2009 could differ materially from the targets stated under "Financial Targets" above 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 expenses including amortization of intangible assets associated with future acquisitions, if any, (iv) changes in the anticipated amount of employee share-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 pronouncements, (viii) general economic conditions, and (ix) other risks as detailed in our SEC filings, including those described in the "Risk Factors" section in our Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2009. Furthermore, Synopsys' actual tax rates applied to income for the third quarter and fiscal year 2009 could differ from the targets given in this press release 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 third quarter and fiscal year 2009 could differ from the targets given in this press release as a result of higher than expected employee stock plan issuances or stock option exercises, acquisitions and the extent of Synopsys' stock repurchase activity.

Synopsys is under no obligation to (and expressly disclaims any such obligation to) update or alter any of the forward-looking statements made in this earnings release, the conference call or the financial supplement whether as a result of new information, future events or otherwise, unless otherwise required by law.

Synopsys is a registered trademark of Synopsys, Inc. Any other trademarks mentioned in this release are the property of their respective owners.

    INVESTOR CONTACT:
    Lisa L. Ewbank
    Synopsys, Inc.
    650-584-1901


    EDITORIAL CONTACT:
    Yvette Huygen
    Synopsys, Inc.
    650-584-4547
    yvetteh@synopsys.com

                             SYNOPSYS, INC.
          Unaudited Consolidated Statements of Operations (1)
               (in thousands, except per share amounts)

                                Three Months Ended  Six Months Ended
                                      April 30,        April 30,
                                       -----------------  -----------------
                                                                      2009          2008          2009          2008
                                                                      ----          ----          ----          ----
        Revenue:
            Time-based  license                  $283,996  $278,220  $569,048  $546,080
            Upfront  license                            15,994      12,214      34,321      24,735
            Maintenance  and  service            36,845      34,119      73,221      69,203
                                                                      ------      ------      ------      ------
                    Total  revenue                      336,835    324,553    676,590    640,018
        Cost  of  revenue:
            License                                            42,292      41,709      84,115      82,107
            Maintenance  and  service            15,048      16,167      30,627      32,046
            Amortization  of
              intangible  assets                        7,679        5,816      15,701      10,849
                                                                        -----        -----      ------      ------
                  Total  cost  of  revenue          65,019      63,692    130,443    125,002
                                                                      ------      ------    -------    -------
        Gross  margin                                    271,816    260,861    546,147    515,016
        Operating  expenses:
            Research  and  development        102,996      95,275    200,803    187,789
            Sales  and  marketing                    82,520      82,887    159,904    160,257
            General  and
              administrative                            28,691      26,171      55,873      50,012
            In-process  research  and
              development                                            -                -            600                -
            Amortization  of
              intangible  assets                        2,941        6,591        6,727      13,182
                                                                        -----        -----        -----      ------
                  Total  operating
                    expenses                                217,148    210,924    423,907    411,240
                                                                    -------    -------    -------    -------
        Operating  income                              54,668      49,937    122,240    103,776
        Other  income,  net                            10,445            151      12,544        6,481
                                                                      ------            ---      ------        -----
        Income  before  income  taxes          65,113      50,088    134,784    110,257
        Provision  for  income  taxes          16,825      10,701      34,067      24,425
                                                                      ------      ------      ------      ------
        Net  income                                        $48,288    $39,387  $100,717    $85,832
                                                                    =======    =======  ========    =======

        Net  income  per  share:
            Basic                                                  $0.34        $0.28        $0.71        $0.60
                                                                        =====        =====        =====        =====
            Diluted                                              $0.33        $0.27        $0.70        $0.58
                                                                        =====        =====        =====        =====

        Shares  used  in  computing  per
          share  amounts:
            Basic                                              143,275    141,844    142,562    143,926
                                                                    =======    =======    =======    =======
            Diluted                                          145,421    145,271    144,024    147,801
                                                                    =======    =======    =======    =======

        (1)    Synopsys'  second  quarter  ended  on  the  Saturday  nearest  April  30.    For
                  presentation  purposes,  the  Unaudited  Consolidated  Statements  of
                  Operations  refer  to  a  calendar  month  end.



                                                                      SYNOPSYS,  INC.
                                        Unaudited  Consolidated  Balance  Sheets  (1)
                                        (in  thousands,  except  par  value  amounts)


                                                                                  April  30,  2009    October  31,  2008
                                                                                  --------------    ----------------
        ASSETS:
        Current  assets:
            Cash  and  cash  equivalents                                $506,399                    $577,632
            Short-term  investments                                        370,448                      373,669
                                                                                                -------                      -------
                              Total  cash,  cash
                                equivalents  and
                                short-term
                                investments                                          876,847                      951,301
            Accounts  receivable,  net                                    189,115                      147,365
            Deferred  income  taxes                                          131,290                      133,609
            Income  taxes  receivable                                        47,651                        49,859
            Other  current  assets                                              50,094                        40,156
                                                                                                  ------                        ------
                            Total  current
                              assets                                                  1,294,997                  1,322,290
        Property  and  equipment,  net                                  136,799                      145,087
        Goodwill                                                                        917,287                      899,640
        Intangible  assets,  net                                              99,343                      114,760
        Long-term  deferred
          income  taxes                                                              165,600                      177,386
        Other  long-term  assets                                              82,025                        83,315
                                                                                                  ------                        ------
                              Total  assets                                    $2,696,051                $2,742,478
                                                                                          ==========                ==========

        LIABILITIES  AND  STOCKHOLDERS'  EQUITY:
        Current  liabilities:
            Accounts  payable  and
              accrued  liabilities                                          $176,233                    $289,769
            Accrued  income  taxes                                                9,256                        14,496
            Deferred  revenue                                                    540,609                      604,718
                                                                                                -------                      -------
                              Total  current
                                liabilities                                          726,098                      908,983
        Long-term  accrued
          income  taxes                                                              151,816                      152,745
        Deferred  compensation  and
          other  liabilities                                                      76,335                        76,970
        Long-term  deferred  revenue                                      47,856                        75,409
                                                                                                  ------                        ------
                              Total  liabilities                            1,002,105                  1,214,107
        Stockholders'  equity:
            Preferred  stock,  $0.01
              par  value:  2,000  shares
              authorized;  none
              outstanding                                                                        -                                  -
            Common  stock,  $0.01  par
              value:  400,000  shares
              authorized;  144,122  and
              141,786  shares
              outstanding,
              respectively                                                              1,441                          1,418
            Capital  in  excess  of
              par  value                                                            1,487,096                  1,471,031
            Retained  earnings                                                  522,129                      434,057
            Treasury  stock,  at  cost:
              13,149  and  15,485  shares,
              respectively                                                        (291,129)                  (342,856)
            Accumulated  other
              comprehensive  income
              (loss)                                                                      (25,591)                    (35,279)
                                                                                                -------                      -------
                              Total
                                stockholders'
                                equity                                                1,693,946                  1,528,371
                                                                                            ---------                  ---------
                              Total  liabilities  and
                                stockholders'  equity                  $2,696,051                $2,742,478
                                                                                          ==========                ==========

        (1)  Synopsys'  second  and  fourth  quarter  ended  on  the  Saturday  nearest
                April  30  and  October  31,  respectively.    For  presentation  purposes,  the
                Unaudited  Consolidated  Balance  Sheets  refer  to  a  calendar  month  end.



                                                      SYNOPSYS,  INC.
                    Unaudited  Consolidated  Statements  of  Cash  Flows  (1)
                                                      (in  thousands)

                                                                                                      Six  Months  Ended
                                                                                                            April  30,
                                                                                                  ------------------
                                                                                                      2009            2008
                                                                                                  -------        -------
            CASH  FLOWS  FROM  OPERATING
              ACTIVITIES:
            Net  income                                                                  $100,717      $85,832
            Adjustments  to  reconcile  net  income
              to  net  cash  provided  by  operating
                    activities:
                        Amortization  and  depreciation                    49,728        50,244
                        Share-based  compensation                              28,803        33,486
                        Allowance  for  doubtful  accounts                  2,723              429
                        Write-down  of  long-term  investments          2,960              394
                        (Gain)  loss  on  sale  of  investments              (324)      (1,192)
                        Deferred  income  taxes                                      7,612          3,523
                        Net  change  in  deferred  gains  and
                          losses  on  cash  flow  hedges                          2,664          7,495
                        In-process  research  and  development              600                  -
                        Net  changes  in  operating  assets  and
                          liabilities,  net  of
                          acquired  assets  and  liabilities:
                                Accounts  receivable                              (46,707)    (46,982)
                                Prepaid  and  other  current  assets      (7,521)    (10,300)
                                Other  long-term  assets                                248            (368)
                                Accounts  payable  and  accrued
                                  liabilities                                          (104,225)    (69,502)
                                Accrued  income  taxes                              (5,959)      (2,873)
                                Deferred  revenue                                    (88,065)    (67,309)
                                Deferred  compensation  and  other
                                  liabilities                                                  (469)            980
                                                                                                          ----              ---
                        Net  cash  (used  in)  operating
                          activities                                                      (57,215)    (16,143)

            CASH  FLOWS  FROM  INVESTING  ACTIVITIES:
                        Proceeds  from  sales  and
                          maturities  of  short-term
                          investments                                                    123,041      419,181
                        Purchases  of  short-term  investments    (119,227)  (253,699)
                        Proceeds  from  sales  of  long-term
                          investments                                                                -                77
                        Purchases  of  long-term  investments                    -        (6,694)
                        Purchases  of  property  and  equipment      (14,734)    (19,498)
                        Cash  paid  for  acquisitions                        (27,333)                -
                        Capitalization  of  software
                          development  costs                                          (1,485)      (1,408)
                                                                                                      ------        ------
                        Net  cash  (used  in)  provided  by
                          investing  activities                                  (39,738)    137,959

            CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
                        Principal  payments  on  capital  leases          (984)      (1,452)
                        Issuances  of  common  stock                            26,652        36,949
                        Purchases  of  treasury  stock                                  -    (170,052)
                                                                                                            ---    --------
                        Net  cash  provided  by  (used  in)
                          financing  activities                                    25,668    (134,555)
            Effect  of  exchange  rate  changes
              on  cash  and  cash  equivalents                                        52          8,301
                                                                                                            ---          -----
            Net  change  in  cash  and  cash
              equivalents                                                                (71,233)      (4,438)
            Cash  and  cash  equivalents,
              beginning  of  period                                                577,632      579,327
                                                                                                    -------      -------
            Cash  and  cash  equivalents,  end  of
              period                                                                        $506,399    $574,889
                                                                                                  ========    ========

        (1)    Synopsys'  second  quarter  ended  on  the  Saturday  nearest  April  30.
                  For  presentation  purposes,  the  Unaudited  Consolidated  Statements  of
                  Cash  Flows  refer  to  a  calendar  month  end.
 

Web site: http://www.synopsys.com/



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