MENT Mentor Graphics Corp.

Mentor Graphics Corporation (NASDAQ:MENT) today announced financial results for the company’s fiscal second quarter ended July 31, 2011. The company reported revenues of $213.7 million, non-GAAP earnings per share of $.11, and GAAP earnings per share of $.04.

“Second quarter bookings were a record by a significant margin, up 25% from the previous record for a second quarter. Earnings per share were well ahead of guidance, further increasing our confidence in our outlook for the year,” said Walden C. Rhines, chairman and CEO of Mentor Graphics® Corporation. “Systems business was a key driver of strength in the quarter. Traditional PCB design software bookings were up nearly a third and bookings in new and emerging products, led by the Capital electrical systems design software, nearly tripled. Scalable verification, which is used by both systems and IC customers, had bookings growth of 60%.”

During the quarter, the company expanded the Capital® electrical systems design product suite with three new products, addressing configuration complexity, harness manufacturing and vehicle documentation and maintenance. In the multi-physics simulation space, the company announced the new FloEFD™ for Siemens NX product for computational fluid dynamics simulation. In embedded software, Mentor introduced a unified embedded software debugging platform from pre-silicon to final product, and the Mentor® Embedded Sourcery™ CodeBench product, a next-generation, integrated development environment based on the open-source GNU toolchain.

“Record bookings for a second quarter and continued strong cost controls led to another excellent quarter for the company,” said Gregory K. Hinckley, president of Mentor Graphics. “Leading indicators of the business remain very strong, with new customers up 15% in number and 35% in value over the previous second quarter. We see no slowdown in EDA spending.”

Outlook

For the third quarter, the company expects revenues of about $245 million, non-GAAP earnings per share of about $0.21, and GAAP earnings per share of approximately $0.18. For the full year, the company now expects revenues of approximately $1.004 billion, non-GAAP earnings per share of about $1.03 and GAAP earnings per share of approximately $0.68.

Fiscal Year Definition

Mentor Graphics’ fiscal year runs from February 1 to January 31. The fiscal year is dated by the calendar year in which the fiscal year ends. As a result, the first three fiscal quarters of any fiscal year will be dated with the next calendar year, rather than the current calendar year.

Discussion of Non-GAAP Financial Measures

Mentor Graphics’ management evaluates and makes operating decisions using various performance measures. In addition to our GAAP results, we also consider adjusted gross margin, operating margin, net income (loss), and earnings (loss) per share which we refer to as non-GAAP gross margin, operating margin, net income (loss), and earnings (loss) per share, respectively. These non-GAAP measures are derived from the revenues of our product, maintenance, and services business operations and the costs directly related to the generation of those revenues, such as cost of revenue, research and development, sales and marketing, and general and administrative expenses, that management considers in evaluating our ongoing core operating performance. These non-GAAP measures exclude amortization of intangible assets, special charges, equity plan-related compensation expenses, interest expense attributable to net retirement premiums or discounts on the early retirement of debt and associated debt issuance costs, interest expense associated with the amortization of debt discount and premium on convertible debt, and the equity in income (loss) of unconsolidated entities (except Frontline PCB Solutions Limited Partnership (Frontline)), which management does not consider reflective of our core operating business.

Management excludes from our non-GAAP measures certain recurring items to facilitate its review of the comparability of our core operating performance on a period-to-period basis because such items are not related to our ongoing core operating performance as viewed by management. Management considers our core operating performance to be that which can be affected by our managers in any particular period through their management of the resources that affect our underlying revenue and profit generating operations during that period. Management uses this view of our operating performance for purposes of comparison with our business plan and individual operating budgets and allocation of resources. Additionally, when evaluating potential acquisitions, management excludes the items described above from its consideration of target performance and valuation. More specifically, management adjusts for the excluded items for the following reasons:

• Identified intangible assets consist primarily of purchased technology, backlog, trade names, customer relationships, and employment agreements. Amortization charges for our intangible assets can vary in frequency and amount due to the timing and magnitude of acquisition transactions. We consider our operating results without these charges when evaluating our core performance due to the variability. Generally, the most significant impact to inter-period comparability of our net income (loss) is in the first twelve months following an acquisition.
• Special charges primarily consist of restructuring costs incurred for employee terminations, including severance and benefits, driven by modifications of business strategy or business emphasis. Special charges may also include expenses incurred related to potential acquisitions, excess facility costs, and asset-related charges. Special charges are incurred based on the particular facts and circumstances of acquisition and restructuring decisions and can vary in size and frequency. These charges are excluded as they are not ordinarily included in our annual operating plan and related budget due to the unpredictability of economic trends and the rapidly changing technology and competitive environment in our industry. We therefore exclude them when evaluating our managers' performance internally.
• Equity plan-related compensation expenses represent the fair value of all share-based payments to employees, including grants of employee stock options and restricted stock units. We do not consider equity plan-related compensation expense in evaluating our manager’s performance internally or our core operations in any given period.
• Interest expense attributable to net retirement premiums or discounts on the early retirement of debt, the write-off of associated debt issuance costs and the amortization of the debt discount and premium on convertible debt are excluded. Management does not consider these charges as a part of our core operating performance. The early retirement of debt and the associated debt issuance costs are not included in our annual operating plan and related budget due to unpredictability of market conditions which could facilitate an early retirement of debt. We do not consider the amortization of the debt discount and premium on convertible debt to be a direct cost of operations.
• In connection with the Company’s acquisition of Valor on March 18, 2010, we also acquired Valor’s 50% interest in Frontline, a joint venture. We report our equity in the earnings or losses of Frontline within operating income. We actively participate in regular and periodic activities such as budgeting, business planning, marketing and direction of research and development projects. Accordingly, we do not exclude our share of Frontline’s earnings or losses from our non-GAAP results as management considers the joint venture to be core to our operating performance.
• Equity in earnings or losses of unconsolidated subsidiaries, with the exception of our investment in Frontline, represents our equity in the net income (loss) of a common stock investment accounted for under the equity method. The carrying amount of our investment is adjusted for our share of earnings or losses of the investee. The amounts are excluded from our non-GAAP results as we do not control the results of operations for this investment and we do not participate in regular and periodic operating activities; therefore, management does not consider these businesses a part of our core operating performance.
• Income tax expense (benefit) is adjusted by the amount of additional tax expense or benefit that we would accrue if we used non-GAAP results instead of GAAP results in the calculation of our tax liability, taking into consideration our long-term tax structure. We use a normalized effective tax rate of 17%, which reflects the weighted average tax rate applicable under the various jurisdictions in which we operate. This non-GAAP tax rate eliminates the effects of non-recurring and period specific items which are often attributable to acquisition decisions and can vary in size and frequency and considers our U.S. loss carryforwards that have not been previously benefited. This rate is subject to change over time for various reasons, including changes in the geographic business mix and changes in statutory tax rates. Our GAAP tax rate for the six months ended July 31, 2011 is 297%, after the consideration of period specific items. Without period specific items of ($5.1) million, our GAAP tax rate is (206%). Our full fiscal year 2012 GAAP tax rate, inclusive of period specific items, is projected to be 8%. The GAAP tax rate considers certain mandatory and other non-scalable tax costs which may adversely or beneficially affect our tax rate depending upon our level of profitability in various jurisdictions.

In certain instances our GAAP results of operations may not be profitable when our corresponding non-GAAP results are profitable or vice versa. The number of shares on which our non-GAAP earnings per share is calculated may therefore differ from the GAAP presentation due to the anti-dilutive effect of stock options and restricted stock units in a loss situation.

Non-GAAP gross margin, operating margin, and net income (loss) are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. Moreover, they should not be considered as an alternative to any performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity. We present non-GAAP gross margin, operating margin, and net income (loss) because we consider them to be important supplemental measures of our operating performance and profitability trends, and because we believe they give investors useful information on period-to-period performance as evaluated by management. Non-GAAP net income (loss) also facilitates comparison with other companies in our industry, which use similar financial measures to supplement their GAAP results. Non-GAAP net income (loss) has limitations as an analytical tool, and therefore should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. In the future we expect to continue to incur expenses similar to the non-GAAP adjustments described above and exclusion of these items in our non-GAAP presentation should not be construed as an inference that these costs are unusual, infrequent or non-recurring. Some of the limitations in relying on non-GAAP net income (loss) are:

• Amortization of intangibles represents the loss in value as the technology in our industry evolves, is advanced, or is replaced over time. The expense associated with this loss in value is not included in the non-GAAP net income (loss) presentation and therefore does not reflect the full economic effect of the ongoing cost of maintaining our current technological position in our competitive industry, which is addressed through our research and development program.
• We regularly engage in acquisition and assimilation activities as part of our ongoing business and regularly evaluate our businesses to determine whether any operations should be eliminated or curtailed. We therefore will continue to experience special charges on a regular basis. These costs also directly impact our available funds.
• Our stock option and stock purchase plans are important components of our incentive compensation arrangements and will be reflected as expenses in our GAAP results.
• Our income tax expense (benefit) will be ultimately based on our GAAP taxable income and actual tax rates in effect, which often differ significantly from the 17% rate assumed in our non-GAAP presentation. In addition, if we have a GAAP loss and non-GAAP net income, our non-GAAP results will not reflect any projected GAAP tax benefits. Similarly, in the event we were to have GAAP net income and a non-GAAP loss, our GAAP tax expense would be replaced by a credit in our non-GAAP presentation.
• Other companies, including other companies in our industry, calculate non-GAAP net income (loss) differently than we do, limiting its usefulness as a comparative measure.

About Mentor Graphics

Mentor Graphics Corporation is a world leader in electronic hardware and software design solutions, providing products, consulting services and award-winning support for the world’s most successful electronic, semiconductor and systems companies. Established in 1981, the company reported revenues in the last fiscal year of about $915 million. Corporate headquarters are located at 8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777. World Wide Web site: http://www.mentor.com/.

(Mentor Graphics, Mentor and Capital are registered trademarks and FloEFD is a trademark of Mentor Graphics Corporation. Sourcery is used under license from CodeSourcery, Inc. All other company and/or product names are the trademarks and/or registered trademarks of their respective owners.)

Statements in this press release regarding the company’s guidance for future periods constitute “forward-looking” statements based on current expectations within the meaning of the Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company or industry results to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: (i) weakness or recession in the US, EU, Japan, China or other economies, including the possibility of a “double-dip” recession; (ii) the company’s ability to successfully offer products and services that compete in the highly competitive EDA industry, including the risk of obsolescence for our hardware products; (iii) product bundling or discounting of products and services by competitors, which could force the company to lower its prices or offer other more favorable terms to customers; (iv) possible delayed or canceled customer orders resulting from the business disruption and uncertainty of actions of activist shareholders; (v) effects of the increasing volatility of foreign currency fluctuations on the company’s business and operating results; (vi) changes in accounting or reporting rules or interpretations; (vii) the impact of tax audits by the IRS or other taxing authorities, or changes in the tax laws, regulations or enforcement practices where the company does business; (viii) effects of unanticipated shifts in product mix on gross margin; and (ix) effects of customer seasonal purchasing patterns and the timing of significant orders may negatively or positively impact the company’s quarterly results of operations, all as may be discussed in more detail under the heading “Risk Factors” in the company’s most recent Form 10-K or Form 10-Q. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. In addition, statements regarding guidance do not reflect potential impacts of mergers or acquisitions that have not been announced or closed as of the time the statements are made. Mentor Graphics disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements to reflect future events or developments.

MENTOR GRAPHICS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except earnings per share data)               Three Months Ended July 31, Six Months Ended July 31, 2011 2010 2011 2010 Revenues: System and software $ 117,495 $ 100,491 $ 257,140 $ 197,941 Service and support   96,245     87,443     186,635     170,570   Total revenues   213,740     187,934     443,775     368,511   Cost of revenues: (1) System and softwarea 14,294 7,977 30,371 14,620 Service and supporta 26,844 23,633 52,055 46,800 Amortization of purchased technology   2,754     3,560     6,111     7,129   Total cost of revenuesa   43,892     35,170     88,537     68,549   Gross margina   169,848     152,764     355,238     299,962   Operating expenses: Research and developmenta (2) 69,905 67,792 139,273 134,436 Marketing and sellinga (3) 75,758 72,720 153,682 144,544 General and administrationa (4) 17,348 18,763 34,133 37,042 Equity in earnings of Frontline (5) (1,139 ) (1,162 ) (2,156 ) (1,346 ) Amortization of intangible assets (6) 1,455 1,936 3,065 4,297 Special charges (7)   1,677     3,206     6,224     6,474   Total operating expensesa   165,004     163,255     334,221     325,447   Operating income (loss)a 4,844 (10,491 ) 21,017 (25,485 ) Other income (expense), net (8) 529 (14 ) 54 (1,155 ) Interest expense (9)   (4,634 )   (4,727 )   (22,074 )   (9,054 ) Income (loss) before income tax 739 (15,232 ) (1,003 ) (35,694 ) Income tax expense (benefit) (10)   (3,595 )   (985 )   (2,984 )   1,578   Net income (loss)a $ 4,334   $ (14,247 ) $ 1,981   $ (37,272 ) Net income (loss) per share: Basic $ 0.04   $ (0.13 ) $ 0.02   $ (0.35 ) Diluted $ 0.04   $ (0.13 ) $ 0.02   $ (0.35 ) Weighted average number of shares outstanding: Basic   110,027     107,629     110,888     105,717   Diluted   112,844     107,629     113,892     105,717     a Certain items have been reclassified between cost of revenues and operating expenses, and within operating expenses for the six months ended July 31, 2011, and the three and six months ended July 31, 2010. These reclassifications were made to conform to the current period presentation, more closely align with other companies in our industry, and provide a clearer depiction of where certain operating costs are being utilized. While these reclassifications reduced gross margin, they had no impact on operating income (loss) or net income (loss) for the six months ended July 31, 2011, and the three and six months ended July 31, 2010. Additional discussion regarding the reclassifications will be provided in our Quarterly Report on Form 10-Q for the quarter ended July 31, 2011.   Refer to following page for a description of footnotes.

MENTOR GRAPHICS CORPORATION

FOOTNOTES TO UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)             Listed below are the items included in net income that management excludes in computing the non-GAAP financial measures referred to in the text of this press release. Items are further described under "Discussion of Non-GAAP Financial Measures."       Three Months Ended July 31, Six Months Ended July 31, 2011 2010 2011 2010 (1) Cost of revenues: Equity plan-related compensation $ 237 $ 238 $ 504 $ 450 Amortization of purchased technology   2,754     3,560     6,111     7,129 $ 2,991   $ 3,798   $ 6,615   $ 7,579   (2) Research and development: Equity plan-related compensation $ 1,975   $ 1,771   $ 4,114   $ 4,209   (3) Marketing and selling: Equity plan-related compensation $ 1,413   $ 1,313   $ 3,028   $ 3,503   (4) General and administration: Equity plan-related compensation $ 2,204   $ 1,781   $ 3,863   $ 3,522   (5) Equity in earnings of Frontline: Amortization of purchased technology and other identified intangible assets $ 1,242   $ 1,242   $ 2,484   $ 1,863   (6) Amortization of intangible assets: Amortization of other identified intangible assets $ 1,455   $ 1,936   $ 3,065   $ 4,297   (7) Special charges: Rebalance, restructuring, and other costs $ 1,677   $ 3,206   $ 6,224   $ 6,474   (8) Other income (expense), net:

Equity in losses of unconsolidated entities and impairment of investments

$ 52 $ 1 $ 52 $ 271   (9) Interest expense: Amortization of debt discount and premium, net $ 1,228 $ 744 $ 2,403 $ 1,473 Premium and costs related to debt retirement   -     345     11,504     345 $ 1,228   $ 1,089   $ 13,907   $ 1,818   (10) Income tax expense (benefit): Non-GAAP income tax effects $ (6,141 ) $ (1,139 ) $ (10,183 ) $ 1,945

MENTOR GRAPHICS CORPORATION

UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS

(In thousands, except earnings per share data)           Three Months Ended July 31, Six Months Ended July 31, 2011 2010 2011 2010 GAAP net income (loss) $ 4,334 $ (14,247 ) $ 1,981 $ (37,272 ) Non-GAAP adjustments: Equity plan-related compensation: (1) Cost of revenues 237 238 504 450 Research and development 1,975 1,771 4,114 4,209 Marketing and selling 1,413 1,313 3,028 3,503 General and administration 2,204 1,781 3,863 3,522 Acquisition - related items: Amortization of purchased assets Cost of revenues (2) 2,754 3,560 6,111 7,129 Frontline purchased technology and intangible assets (3) 1,242 1,242 2,484 1,863 Amortization of intangible assets (4) 1,455 1,936 3,065 4,297 Special charges (5) 1,677 3,206 6,224 6,474 Other income (expense), net (6) 52 1 52 271 Interest expense (7) 1,228 1,089 13,907 1,818 Non-GAAP income tax effects (8)   (6,141 )   (1,139 )   (10,183 )   1,945   Total of non-GAAP adjustments   8,096     14,998     33,169     35,481   Non-GAAP net income (loss) $ 12,430   $ 751   $ 35,150   $ (1,791 )   GAAP weighted average shares (diluted) 112,844 107,629 113,892 105,717 Non-GAAP adjustment   -     2,040     -     -   Non-GAAP weighted average shares (diluted)   112,844     109,669     113,892     105,717     GAAP net income (loss) per share (diluted) $ 0.04 $ (0.13 ) $ 0.02 $ (0.35 ) Non-GAAP adjustments detailed above   0.07     0.14     0.29     0.33   Non-GAAP net income (loss) per share (diluted) $ 0.11   $ 0.01   $ 0.31   $ (0.02 )   (1 ) Equity plan-related compensation expense. (2 ) Amount represents amortization of purchased technology resulting from acquisitions. Purchased intangible assets are amortized over two to five years. (3 )

Amount represents amortization of purchased technology and other identified intangible assets identified as part of the fair value of the Frontline PCB Solutions Limited Partnership (Frontline) investment. Mentor Graphics acquired a 50% joint venture in Frontline as a result of the Valor Computerized Systems, Ltd. acquisition in the first quarter of fiscal 2011. The purchased technology will be amortized over three years, other identified intangible assets will be amortized over three to four years, and are reflected in the income statement in the equity in earnings of Frontline results. This expense is the same type as being adjusted for in notes (2) above and (4) below.

(4 ) Other identified intangible assets are amortized to other operating expense over two to five years. Other identified intangible assets include trade names, customer relationships, and backlog which are the result of acquisition transactions. (5 )

Three months ended July 31, 2011: Special charges consist of (i) $1,207 of costs incurred for employee rebalances which includes severance benefits, notice pay, and outplacement services, (ii) $736 in consulting fees associated with our proxy contest, (iii) $202 related to the abandonment of excess lease space, (iv) $(572) in acquisition costs, and (v) $104 in other adjustments.

Three months ended July 31, 2010: Special charges consist of (i) $1,860 of costs incurred for employee rebalances which includes severance benefits, notice pay, and outplacement services, (ii) $825 in advisory fees, (iii) $220 in acquisition costs, (iv) $219 in lease restoration costs, (v) $28 related to the abandonment of excess leased facility space, and (vi) $54 in other adjustments. Six months ended July 31, 2011: Special charges consist of (i) $3,838 in consulting fees associated with our proxy contest, (ii) $2,354 of costs incurred for employee rebalances which includes severance benefits, notice pay, and outplacement services, (iii) $454 related to the abandonment of excess lease space, (iv) $(526) in acquisition costs, and (v) $104 in other adjustments. Six months ended July 31, 2010: Special charges consist of (i) $3,449 of costs incurred for employee rebalances which includes severance benefits, notice pay, and outplacement services, (ii) $2,000 in advisory fees, (iii) $502 related to the abandonment of excess leased facility space, (iv) $420 in acquisition costs, (v) $588 in lease restoration costs, (vi) $(566) related to a casualty loss, and (vii) $81 in other adjustments. (6 ) Three months ended July 31, 2011: Loss of $52 on investment accounted for under the equity method of accounting. Three months ended July 31, 2010: Loss of $1 on investment accounted for under the equity method of accounting. Six months ended July 31, 2011: Loss of $52 on investment accounted for under the equity method of accounting. Six months ended July 31, 2010: Loss of $271 on investment accounted for under the equity method of accounting. (7 ) Three months ended July 31, 2011: $1,228 in amortization of original issuance debt discount. Three months ended July 31, 2010: $744 in amortization of original issuance debt discount and $345 in premium on partial redemption of the $110.0M convertible debt. Six months ended July 31, 2011: $2,403 in amortization of original issuance debt discount and bond premium, and $11,504 for the premium and other costs related to the retirement of the 6.25% convertible debentures and the term loan. Six months ended July 31, 2010: $1,473 in amortization of original issuance debt discount and $345 in premium on partial redemption of the $110M convertible debt. (8 ) Non-GAAP income tax expense adjustment reflects the application of our assumed normalized effective 17% tax rate, instead of our GAAP tax rate, to our non-GAAP pre-tax income.

MENTOR GRAPHICS CORPORATION

UNAUDITED RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES

(In thousands, except percentages)               Three Months Ended July 31, Six Months Ended July 31, 2011 2010 2011 2010 GAAP gross margin $ 169,848 $ 152,764 $ 355,238 $ 299,962 Reconciling items to non-GAAP gross margin: Equity plan-related compensation 237 238 504 450 Amortization of purchased technology   2,754     3,560     6,111     7,129   Non-GAAP gross margin $ 172,839   $ 156,562   $ 361,853   $ 307,541       Three Months Ended July 31, Six Months Ended July 31, 2011 2010 2011 2010 GAAP gross margin as a percent of total revenues 79 % 81 % 80 % 81 % Non-GAAP adjustments detailed above   2 %   2 %   2 %   2 % Non-GAAP gross margin as a percent of total revenues   81 %   83 %   82 %   83 %     Three Months Ended July 31, Six Months Ended July 31, 2011 2010 2011 2010 GAAP operating expenses $ 165,004 $ 163,255 $ 334,221 $ 325,447 Reconciling items to non-GAAP operating expenses: Equity plan-related compensation (5,592 ) (4,865 ) (11,005 ) (11,234 )

Amortization of Frontline purchased technology and other identified intangible assets

(1,242 ) (1,242 ) (2,484 ) (1,863 ) Amortization of other identified intangible assets (1,455 ) (1,936 ) (3,065 ) (4,297 ) Special charges   (1,677 )   (3,206 )   (6,224 )   (6,474 ) Non-GAAP operating expenses $ 155,038   $ 152,006   $ 311,443   $ 301,579       Three Months Ended July 31, Six Months Ended July 31, 2011 2010 2011 2010 GAAP operating income (loss) $ 4,844 $ (10,491 ) $ 21,017 $ (25,485 ) Reconciling items to non-GAAP operating income: Equity plan-related compensation 5,829 5,103 11,509 11,684 Amortization of purchased technology 2,754 3,560 6,111 7,129

Amortization of Frontline purchased technology and other identified intangible assets

1,242 1,242 2,484 1,863 Amortization of other identified intangible assets 1,455 1,936 3,065 4,297 Special Charges   1,677     3,206     6,224     6,474   Non-GAAP operating income $ 17,801   $ 4,556   $ 50,410   $ 5,962       Three Months Ended July 31, Six Months Ended July 31, 2011 2010 2011 2010 GAAP operating income (loss) as a percent of total revenues 2 % -6 % 5 % -7 % Non-GAAP adjustments detailed above   6 %   8 %   6 %   9 % Non-GAAP operating income as a percent of total revenues   8 %   2 %   11 %   2 %     Three Months Ended July 31, Six Months Ended July 31, 2011 2010 2011 2010 GAAP other expense, net and interest expense $ (4,105 ) $ (4,741 ) $ (22,020 ) $ (10,209 )

Reconciling items to non-GAAP other expense, net and interest expense:

Equity in losses of unconsolidated entities 52 1 52 271 Amortization of debt discount and retirement costs   1,228     1,089     13,907     1,818   Non-GAAP other expense, net and interest expense $ (2,825 ) $ (3,651 ) $ (8,061 ) $ (8,120 )

MENTOR GRAPHICS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)       July 31, January 31, 2011 2011   Assets Current assets: Cash, cash equivalents, and short-term investments $ 123,469 $ 133,113 Trade accounts receivable, net 91,299 153,733 Term receivables, short-term 185,321 193,342 Prepaid expenses and other 38,667 37,124 Deferred income taxes   16,914     15,992     Total current assets 455,670 533,304 Property, plant, and equipment, net 142,007 139,340 Term receivables, long-term 186,483 167,425 Goodwill and intangible assets, net 535,364 541,697 Other assets   53,606     46,212     Total assets $ 1,373,130   $ 1,427,978     Liabilities and Stockholders' Equity Current liabilities: Short-term borrowings $ 11,443 $ 15,544 Current portion of notes payable - 2,000 Accounts payable 12,393 16,724 Income taxes payable 2,018 5,517 Accrued payroll and related liabilities 49,851 109,173 Accrued liabilities 31,717 39,513 Deferred revenue   174,118     171,416     Total current liabilities 281,540 359,887 Long-term notes payable 212,027 207,348 Deferred revenue, long-term 12,662 13,953 Other long-term liabilities   64,213     70,076   Total liabilities   570,442     651,264     Stockholders' equity: Common stock 781,956 765,179 Accumulated deficit (18,177 ) (20,158 ) Accumulated other comprehensive income   38,909     31,693   Total stockholders' equity   802,688     776,714     Total liabilities and stockholders' equity $ 1,373,130   $ 1,427,978  

MENTOR GRAPHICS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND SUPPLEMENTAL INFORMATION

(In thousands, except days sales outstanding)             Three Months Ended July 31, Six Months Ended July 31, 2011 2010 2011 2010 Operating activities Net income (loss) $ 4,334 $ (14,247 ) $ 1,981 $ (37,272 ) Depreciation and amortization (1) 13,779 15,187 36,190 29,577 Other adjustments to reconcile: Operating cash 5,761 9,086 12,916 13,801 Changes in working capital   10,242     (22,879 )   (26,233 )   8,689     Net cash provided by (used in) operating activities 34,116 (12,853 ) 24,854 14,795   Investing activities Net cash used in investing activities (10,279 ) (11,991 ) (18,660 ) (29,386 )   Financing activities Net cash provided by (used in) financing activities (17,662 ) 13,876 (17,409 ) 4,321   Effect of exchange rate changes on cash and cash equivalents   813     555     1,571     246     Net change in cash and cash equivalents 6,988 (10,413 ) (9,644 ) (10,024 ) Cash and cash equivalents at beginning of period   116,481     99,729     133,113     99,340     Cash and cash equivalents at end of period $ 123,469   $ 89,316   $ 123,469   $ 89,316       (1) Depreciation and amortization includes a write-off of note issuance costs in the amount of $8,010 for the six months ended July 31, 2011 and $132 for the six months ended July 31, 2010.     Other data: Capital expenditures $ 10,279   $ 10,880   $ 16,624   $ 18,488   Days sales outstanding   116     130  

MENTOR GRAPHICS CORPORATION

UNAUDITED SUPPLEMENTAL BOOKINGS AND REVENUE INFORMATION

(Rounded to nearest 5%)                           Fiscal Year Ended January 31, 2012 Fiscal Year Ended January 31, 2011 Fiscal year ended January 31, 2010 Product Group Bookings (a) Q1   Q2   YEAR Q1   Q2   Q3   Q4   YEAR Q1   Q2   Q3   Q4   YEAR Integrated Systems Design 25% 25% 25% 15% 20% 20% 25% 20% 20% 20% 20% 20% 20% IC Design to Silicon 15% 25% 20% 35% 40% 45% 30% 40% 45% 40% 45% 45% 45% Scalable Verification 35% 30% 30% 35% 25% 20% 30% 25% 20% 25% 15% 20% 20% New & Emerging Products 10% 15% 15% 10% 5% 10% 10% 10% 10% 10% 15% 10% 10% Services & Other 15%   5%   10% 5%   10%   5%   5%   5% 5%   5%   5%   5%   5% Total 100%   100%   100% 100%   100%   100%   100%   100% 100%   100%   100%   100%   100%   Fiscal Year Ended January 31, 2012 Fiscal Year Ended January 31, 2011 Fiscal year ended January 31, 2010 Product Group Revenue (b) Q1   Q2   YEAR Q1   Q2   Q3   Q4   YEAR Q1   Q2   Q3   Q4   YEAR Integrated Systems Design 20% 25% 25% 25% 30% 25% 30% 25% 20% 20% 30% 25% 25% IC Design to Silicon 40% 25% 35% 40% 35% 35% 30% 35% 45% 40% 35% 40% 40% Scalable Verification 25% 30% 25% 20% 20% 30% 25% 25% 20% 25% 20% 25% 20% New & Emerging Products 10% 10% 10% 5% 5% 5% 10% 5% 10% 10% 10% 5% 10% Services & Other 5%   10%   5% 10%   10%   5%   5%   10% 5%   5%   5%   5%   5% Total 100%   100%   100% 100%   100%   100%   100%   100% 100%   100%   100%   100%   100%   Fiscal Year Ended January 31, 2012 Fiscal Year Ended January 31, 2011 Fiscal year ended January 31, 2010 Bookings by Geography Q1   Q2   YEAR Q1   Q2   Q3   Q4   YEAR Q1   Q2   Q3   Q4   YEAR North America 45% 40% 45% 45% 40% 45% 50% 45% 40% 55% 45% 40% 45% Europe 20% 30% 25% 20% 25% 20% 20% 20% 25% 25% 15% 25% 20% Japan 15% 10% 10% 15% 5% 15% 15% 15% 25% 5% 20% 15% 15% Pac Rim 20%   20%   20% 20%   30%   20%   15%   20% 10%   15%   20%   20%   20% Total 100%   100%   100% 100%   100%   100%   100%   100% 100%   100%   100%   100%   100%   Fiscal Year Ended January 31, 2012 Fiscal Year Ended January 31, 2011 Fiscal year ended January 31, 2010 Revenue by Geography Q1   Q2   YEAR Q1   Q2   Q3   Q4   YEAR Q1   Q2   Q3   Q4   YEAR North America 40% 45% 45% 35% 40% 50% 50% 45% 40% 50% 40% 40% 45% Europe 20% 20% 20% 25% 25% 25% 20% 25% 20% 30% 25% 30% 25% Japan 20% 15% 15% 20% 10% 10% 15% 10% 20% 5% 15% 15% 15% Pac Rim 20%   20%   20% 20%   25%   15%   15%   20% 20%   15%   20%   15%   15% Total 100%   100%   100% 100%   100%   100%   100%   100% 100%   100%   100%   100%   100%   Fiscal Year Ended January 31, 2012 Fiscal Year Ended January 31, 2011 Fiscal year ended January 31, 2010 Bookings by Business Model (c) Q1   Q2   YEAR Q1   Q2   Q3   Q4   YEAR Q1   Q2   Q3   Q4   YEAR Perpetual 40% 20% 25% 40% 30% 15% 15% 25% 15% 25% 20% 10% 15% Ratable 20% 10% 15% 20% 15% 5% 5% 10% 15% 15% 15% 15% 15% Up Front 40%   70%   60% 40%   55%   80%   80%   65% 70%   60%   65%   75%   70% Total 100%   100%   100% 100%   100%   100%   100%   100% 100%   100%   100%   100%   100%   Fiscal Year Ended January 31, 2012 Fiscal Year Ended January 31, 2011 Fiscal year ended January 31, 2010 Revenue by Business Model (c) Q1   Q2   YEAR Q1   Q2   Q3   Q4   YEAR Q1   Q2   Q3   Q4   YEAR Perpetual 30% 25% 30% 20% 25% 25% 15% 20% 15% 25% 15% 10% 15% Ratable 10% 15% 10% 25% 15% 10% 10% 15% 10% 15% 15% 10% 15% Up Front 60%   60%   60% 55%   60%   65%   75%   65% 75%   60%   70%   80%   70% Total 100%   100%   100% 100%   100%   100%   100%   100% 100%   100%   100%   100%   100%   (a) Product Group Bookings excludes support bookings for all sub-flow categories. (b) Product Group Revenue includes support revenue for each sub-flow category as appropriate. (c) Bookings and Revenue by Business Model are System and Software only.

MENTOR GRAPHICS CORPORATION

UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP

EARNINGS PER SHARE

      The following table reconciles management's estimates of the specific items excluded from GAAP in the calculation of estimated non-GAAP net income per share for Q3'12 and fiscal 2012.       Estimated Estimated Q3'12 FY12 Diluted GAAP net income per share $ 0.18 $ 0.68 Non-GAAP Adjustments: Amortization of purchased intangible assets (1) 0.02 0.08 Amortization of other identified intangible assets (2) 0.02 0.09 Equity plan-related compensation (3) 0.06 0.18 Special charges (4) - 0.06 Other expense, net and interest expense (5) - 0.14 Non-GAAP income tax effects (6)   (0.07 )   (0.20 ) Diluted non-GAAP net income per share $ 0.21   $ 1.03                   (1 ) Excludes amortization of purchased intangible assets resulting from acquisition transactions. Purchased intangible assets are amortized over two to five years. (2 )

Excludes amortization of other identified intangible assets including trade names, customer relationships, and backlog resulting from acquisition transactions. Other identified intangible assets are amortized over two to five years. This line item also excludes amortization of purchased intangible assets identified as part of the fair value of the Frontline PCB Solutions Limited Partnership investment. The purchased technology will be amortized over three years and other identified intangible assets will be amortized over three to four years.

(3 ) Excludes equity plan-related compensation expense. (4 ) Excludes special charges consisting primarily of consulting fees associated with our proxy contest, costs incurred for employee rebalances (which includes severance benefits, notice pay and outplacement services), facility closures, and acquisition costs. (5 ) Adjustment for fiscal 2012, reflects the amortization of original issuance debt discount and premium for our 6.25% Convertible Subordinated Debentures due 2026, the amortization of original issuance debt discount for our 4.00% Convertible Subordinated Debentures due 2031, and charges associated with the retirement of our 6.25% Convertible Subordinated Debentures and Term Loan. (6 ) Non-GAAP income tax expense adjustment reflects the application of our assumed normalized effective 17% tax rate, instead of our GAAP tax rate, to our non-GAAP pre-tax income.

MENTOR GRAPHICS CORPORATION

UNAUDITED RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES

(In millions, except percentages)       Estimated Twelve Months Ended January 31, FY 2012 GAAP operating income $ 107.8 Reconciling items to non-GAAP operating income: Equity plan-related compensation 20.6 Amortization of purchased technology 9.6 Amortization of Frontline purchased technology and other 4.9 identified intangible assets Amortization of other identified intangible assets 5.7 Special Charges 6.2 Non-GAAP operating income $ 154.8       Estimated Twelve Months Ended January 31, 2012 GAAP operating income as a percent of total revenues 11% Non-GAAP adjustments detailed above 4% Non-GAAP operating income as a percent of total revenues 15%