Item 7.01 Regulation FD Disclosure.
On October 7, 2022, the Department of Commerce, Bureau of Industry and Security
announced new export control regulations. Based on our current understanding, we
believe these regulations will not have a material impact on Synopsys' financial
results. Synopsys reiterates its fiscal fourth quarter 2022 guidance and also
its long-term financial objectives, each of which were most recently
communicated on August 17, 2022 in Exhibit 99.1 in the Current Report on
Form 8-K and in our financial supplement for our fiscal third quarter 2022,
respectively.
This Current Report on Form 8-K contains forward-looking statements including,
but not limited to, statements regarding the expected impact of the Department
of Commerce, Bureau of Industry and Security's new export control regulations on
Synopsys' financial results, including Synopsys' fiscal fourth quarter 2022
guidance and long-term financial objectives. These statements involve risks,
assumptions, uncertainties and other factors that could cause our actual
results, time frames or achievements to differ materially from those expressed
or implied in such forward-looking statements. Such risks, assumptions,
uncertainties and factors include, but are not limited to: the uncertainty
associated with interpretation of the export control regulations, including the
export control regulations announced October 7, 2022; the risk of additional
export control restrictions or other trade regulations by the U.S. or foreign
governments; the uncertain impact these new export control regulations may have
on Synopsys' customers or the semiconductor and electronics industries
generally, and the resulting impact on Synopsys; the macroeconomic conditions
and uncertainty in the global economy; the highly competitive industry we
operate in; consolidation among our customers and our dependence on a relatively
small number of large customers; risks from the continued impact of the COVID-19
pandemic on the global economy and on our business, operations and financial
condition; and more. Additional information on potential risks, assumptions,
uncertainties and other factors that could affect these forward looking
statements are included in filings we make with the Securities and Exchange
Commission from time to time, including in the sections entitled "Risk Factors"
in our Annual Report on Form 10-K for the fiscal year ended October 31, 2021,
and in our latest Quarterly Report on Form 10-Q. The information and
forward-looking statements provided herein speak only as of the date of this
Current Report on Form 8-K. Synopsys undertakes no duty, and does not intend, to
update any forward-looking statement, whether as a result of new information,
future events or otherwise, unless required by law.
For a reconciliation of Synopsys' fiscal fourth quarter 2022 targets, including
expenses, earnings per diluted share and other measures on a GAAP and non-GAAP
basis, see "GAAP to Non-GAAP Reconciliation" in Exhibit 99.1 in the Current
Report on Form 8-K filed August 17, 2022, which is incorporated herein by
reference solely with respect to the referenced financial targets,
reconciliation figures and related footnotes. We have not provided a
reconciliation of the non-GAAP long-term financial objectives provided in the
financial supplement for our fiscal third quarter 2022 to the corresponding GAAP
measures on a forward-looking basis due to the potential variability and limited
visibility of excluded items. The items that would be excluded are difficult to
predict and a reconciliation could result in disclosure that would be imprecise
or potentially misleading.
The information in this Current Report on Form 8-K shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section or Sections 11
and 12(a)(2) of the Securities Act of 1933, as amended. The information
contained herein shall not be incorporated by reference into any registration
statement or other document filed with the Securities and Exchange Commission by
Synopsys whether made before or after the date hereof, regardless of any general
incorporation language in such filing, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Title
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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