Filed by Synopsys, Inc.
                           Pursuant to Rule 425 under the Securities Act of 1933
                                        and deemed filed pursuant to Rule 14a-12
                                          of the Securities Exchange Act of 1934

                                             Subject Company: Avant! Corporation
                                                     Commission File No. 0-25864

The following is the transcript of the question and answer period that followed
the conference call hosted jointly by Synopsys, Inc. and Avant! Corporation on
December 3, 2001. The transcript of the conference call was filed pursuant to
Rule 425 of the Securities Act of 1933 on December 5, 2001.

                           Question and Answer Period

A. de Geus             Let's now open up for Q&A. Operator, please poll for

Moderator              Thank you. Our first question comes from the line of
                       Rajid Seth from SG Cowen. Please go ahead.

R. Seth                Hi. It's Raj Seth from Cowen. Aart, I wonder if you can
                       talk about what it was that compelled you to go after
                       Avant! Now. Obviously, a lot of the strategic rationale
                       has existed for some time. What is it that got you to
                       make this transaction happen right now?

A. de Geus             Raj, as you said, it has made sense for a long time. It
                       has also always been clear to us that we would not do
                       anything while there was a criminal lawsuit pending, and
                       as this came to a somewhat rapid end another thing
                       happened, which is quite a number of customers approached
                       me directly with a strong suggestion that this would be a
                       good move, that they liked the technology, and that they
                       would like to see a flow made up of the two companies.
                       And so we looked at the situation and concluded that this
                       was a good time.

                       Secondly, I've learned over the years that when you have
                       strong technology yourself it is actually very good to be
                       able to connect this to an install base, because it
                       reduces the risk to the customer. And so you put all of
                       these factors together and that brings us to today.

R. Seth                And with regard to your integration plans, how long do
                       you think it takes you post close to actually get real
                       technology integration beyond the integration that
                       already exists, that's been in place for your common
                       customers, and how do you handle the R&D portion of
                       Avant! that, at least Avant! has described, as portions
                       of that have moved overseas? How do you handle the
                       integration here?

A. de Geus             Sure, first, I think the integration post closure will be
                       extremely rapid. The reason is that fundamentally our
                       customers have done already much of the initial work, and
                       secondly, Avant! has a database infrastructure that I
                       think is well suited to add many of the capabilities that
                       we have.

                       Regarding the R&D force that is overseas, primarily in
                       the Far East, we have for a number of years looked
                       ourselves at expanding in the Far East. We've always felt
                       that was a part of the world that would see great growth
                       and great opportunity, and this is both a forcing
                       function and an opportunity for us to very proactively
                       look at how we build that as a differentiating asset for
                       the company.

R. Seth                With regard to your channel, what's the strategy there? I
                       thought it said in the release that you're operating this
                       as a subsidiary. Do you combine the two channels? What do
                       you do on the channel side?

A. de Geus             Let me clarify. The subsidiary is a construct that has to
                       do with the financial part of the acquisition. Our intent
                       is to, upon closure, integrate the company immediately.
                       The perspective from the field is very simple, they love
                       this, because they have for a long time observed at the
                       customer side that the preferred solution for all the
                       high performance designers is the combination of Synopsys
                       and Avant!. They know the tools well, and once they will
                       have access to these opportunities they will run with it.

R. Seth                Okay, last question. Physical compiler is synthesis plus
                       placement. Avant! obviously strong in place and route as
                       placement and routing. Does this transaction necessarily
                       mean that you get rid of the placement piece of the
                       Avant! flow in that domain?

A. de Geus             One of the things that has always baffled me is that
                       transition of technology on the one hand is blindingly
                       fast and on the other hand takes a long, long time. So I
                       think what this does for us is that we instantaneously
                       have a flow that, with physical compiler and the existing
                       place and route capability of Avant!, yields very, very
                       good results.

                       It is clear that from a technology point of view we have
                       first and foremost a stellar set of technologists on both
                       sides. The experience that we made with the integration
                       of View Logic has shown us that, if we take quickly a
                       joint longer-term perspective, it actually accelerates
                       the developments of newer software.

R. Seth                What is your experience with, View was obviously very
                       successful, Epic perhaps less successful. What did you
                       learn from Epic that you can apply here?

A. de Geus             Your keyed up server of the reality. I think one of the
                       reasons View went well was because we had learned a
                       number of lessons with Epic. One of the lessons we have
                       learned is that you integrate as fast as you possibly
                       can, and you make sure that not only the technical people
                       work well together, you also integrate the fields
                       rapidly. And I think in this case that is going to be
                       very straightforward.

R. Seth                Thank you.

A. de Geus             You're welcome.

Moderator              Our next question comes from the line of Jay Bleishaur
                       with Merrill Lynch. Please go ahead.

J. Bleishaur           Thanks. Good afternoon. First question about the core
                       business, and then I'd like to ask about the transaction
                       as well. First, Aart or Brad, outside of the large
                       contract renewal you referred to in the quarter, and feel
                       free to put a name and number on that, can you talk about
                       any trends in the other portion of the business
                       sequentially or year over year? Was there anything in the
                       fourth quarter to suggest a broader base of momentum, at
                       least through the end of fourth quarter outside of the

                       On the transaction, you refer to the strategic sense that
                       has been around for a while, yet on the other hand,
                       you've at times expressed reservations about this
                       combination technically, competitively, even culturally,
                       and that there really wouldn't be a need to make a formal
                       combination, but that you could continue to partner in
                       sort of a de facto way. So again, following up on Raj's
                       question, why not just pursue the relationship as you had
                       it before, informal though it was, instead of this?

B. Henske              Let me take your first one. Firstly, unfortunately the
                       realities of many of our relationships with our customers
                       include confidentiality, so we cannot put either a name
                       or a number on the deal we did in the quarter.

                       As we look at the rest of the business, I think the thing
                       that was most striking was not so much the composition of
                       it, because it was a broad mix of our tools. It was a
                       broad mix of renewals, new contracts, add-on purchases.
                       But the thing that struck us the most was the volatility
                       and visibility of how it came in.

                       We keep track throughout a quarter in some considerable
                       detail all of the opportunities that we're chasing, and
                       as a general matter, the visibility that is usually
                       pretty good throughout the quarter, because in many cases
                       these are opportunities that the particular sales staff
                       have been working on for months. That sort of thing
                       generally gets closed as expected.

                       The thing we saw new this quarter was an enormous amount
                       of volatility. Things that we would have in the ordinary
                       course been highly confident would get done, actually
                       didn't. Actually surprisingly enough, things that we
                       didn't think were going to get done all of the sudden
                       show up and are quite urgent from a customer's
                       perspective. It's that change in visibility and
                       predictability, which was the largest driver of the
                       change we made in our view going forward.

A. de Geus             Jay, following up on the second part, which is so why now
                       and is this a change of strategy for the company? First,
                       what was our strategy? Our strategy has been clearly that
                       starting from a front-end position we were going to
                       gradually move into the physical domain, and actually we
                       are both very happy and satisfied with how well the whole
                       physical effort has moved forward. It's become one of our
                       star products, and as I've said before, I think it's
                       going to be the fastest growing product in the history of

                       At the same time, instead of thinking about it in terms
                       of does this change our strategy, we asked ourselves the
                       question, can this accelerate our strategy? The single
                       thing that has always been a big hurdle is the criminal
                       lawsuit. This came to a somewhat unexpected end for most
                       of us more rapidly at the end of the spring than most had
                       thought. At that point in time we re-examined the
                       question of changing strategy versus accelerating the
                       strategy, and it became very clear that, if we could
                       connect well our new physical synthesis efforts, and I am
                       including not just physical compiler in that, but many of
                       the other things we are doing there as well, with what
                       Avant! has, that this would be a very strong solution and
                       thus an acceleration of our strategy.

                       The input from the customers, which was very uninvited,
                       sort of confirmed that in a very strong fashion. The
                       people that I've spoken to since the announcement
                       absolutely ascertained that this will be good for them,
                       and will help them move forward in their technologies as

J. Bleishaur           Was the customer insistence, Aart, a more recent
                       phenomenon? Do you think it might in part be attributable
                       to their concerns about the viability of Avant! without
                       your taking it over? Secondly, Brad again with your 10%
                       forecast for bookings for next year, could you talk about
                       the mix of the renewals expectations in that bookings
                       outlook versus your unscheduled or pipeline business?

A. de Geus             The customers, they have formulated this over many years,
                       but you're correct that during the summer the level of
                       concern went up as the level of uncertainty around Avant!
                       went up. But the concern was very much one of there is a
                       need for a next generation design flow, and this would be
                       a combination that would really allow the joint company
                       to build this.

B. Henske              With respect to next year, it's always hard to peg
                       exactly what are renewals, given the relationships we
                       have with our customers. As I think you know, virtually
                       everyone who designs integrated circuits today is a
                       customer for one or another of our products and has been
                       on an ongoing basis. So we tend to see contracts that get
                       redone in the middle, they get added on to, they get
                       amended. The bulk of our business next year obviously
                       will be from customers that we've done business with
                       before and will continue to do business with again. It's
                       hard for us to pick anything in particular as a renewal.

J. Bleishaur           Okay. Aart, one last one. You've argued that over the
                       course of this technology upgrade cycle or retooling
                       cycle that pricing ought to be better or you ought to be
                       better able to capture the value of the new technology.
                       Do you think that this combination might generate a new
                       wave of price competitiveness, however, within the
                       industry, and you don't quite capture as much value as
                       you would otherwise hope from a new technology?

A. de Geus             You know, I think it's always difficult to predict
                       exactly what happens, but in general new technology is
                       driven by the desire of the technologists to do much more
                       demanding tasks, and their pricing is not the main issue.
                       I think, especially in the present market, what is a much
                       bigger issue is a risk of being able to complete your
                       chip. A lot of people are looking very carefully at the
                       projects that they're engaged in, and are continually
                       coming back with the question of how can they reduce the
                       technical risk as they embark on projects that are very

J. Bleishaur           Thank you.

Moderator              Thank you. Our next question comes from the line of
                       Jennifer Jordan with Wells Fargo. Please go ahead.

J. Jordan              Good afternoon. Congratulations on what I think is a
                       really interesting deal. I was wondering if you might
                       comment a little bit on how you go about integrating
                       these sales forces, and also addressing what's been a
                       really different culture at Avant! in terms of the way
                       the business had been led in the past versus the way
                       things have been done at Synopsys. And then if you could
                       emphasize again the other areas where you see this
                       combination really having strength? It seems to me that
                       extraction becomes a big role, and that helps really fill
                       out your offerings in verification and synthesis.

A. de Geus             I think in many ways all three questions boil down to
                       what is the impact of the customer, because if you start
                       there that sort of tells you how to engage with the field
                       force. The opportunity I see here for us as a joint
                       company is that we will simultaneously start focusing on
                       a broader sales initiative where our role with the
                       customer becomes more than just tool supplier. We're now
                       very much sort of a vital ingredient that they rely on
                       for their business success. And so as we merge the sales
                       forces we will look at how to structure that most

                       The culture has essentially the same answer, which is as
                       long as you drive your cultural outlook backwards from
                       what is good for the customers, you quickly find common
                       points. And if there's one thing that we do have strongly
                       in common with the folks at Avant!, it is a strong belief
                       that technology leadership is an absolute essential
                       ingredient to not only stay alive, but to thrive in the
                       high tech field. And I think that will be the nucleus
                       around which we will assemble the management strategy.

                       And third, again looking from the customer, if you look
                       at the areas that are around the traditional place and
                       route, you are correct to observe that the extraction,
                       the various tools that essentially translate the data
                       from the layout back into analysis information is
                       extremely valuable, and it's especially valuable at a
                       time where signal integrity is becoming a major challenge
                       as you go to smaller geometries. So in that sense, again
                       the combination of what we have, I think will provide for
                       a very strong solution. So I hesitate to be too
                       repetitive, but as long as we stay customer driven I
                       think we'll be alright.

J. Jordan              Okay. Aart, if you don't mind I just have a couple other
                       questions. The next one is just about consolidating
                       resources. Avant! has a very large campus down there in
                       the Valley area. I'm wondering if you're looking at
                       consolidating more people to the Synopsys campus and what
                       impact that might have? And then, if you can cover that,
                       then I'll come up with the next question.

B. Henske              As we look to put the companies together, we'll clearly
                       try and sort out how to rationalize our real estate
                       footprint in this area. There are, and I suspect what
                       will happen is we go through and think about what teams
                       need to be integrated. Some of the Avant! people it will
                       make sense to move here. It may very well make sense to
                       move some of the Synopsys people there, but as we go
                       through group by group, and figure out, and we've done
                       some of this work already, and figure out which of the
                       various organizations should be put together, we'll
                       figure it out that way. But it's clear that between us we
                       have surplus real estate.

J. Jordan              Okay. The last two questions are a number of the most key
                       R&D professionals at Avant! had been given compensation
                       bonuses that were cash bonuses rather than being tied to
                       the stock price. How do you address any concerns of those
                       customers or those engineers who are used to getting
                       cash? Secondly, have you heard anything about the
                       progress of the Astro product, and any tape outs for that
                       new product that really addresses signal integrity

A. de Geus             Whenever you merge two companies there's a whole set of
                       infrastructure questions and behaviors that have to be
                       aligned. In our experience, there are some things that
                       you align very quickly, others that you do over some
                       period of time. But fundamentally one should never
                       violate the belief that the people that provide most of
                       the value to a company should be rewarded most, and that
                       can take many different forms. So, I think we both follow
                       that belief, and it will probably take a little bit of
                       time to align exactly how we do it, but if you have
                       strong people the business will be good.

P. Lo                  Jennifer, this is Paul. Let me comment on the momentum of
                       Astro. Last time we talked, we said there are about three
                       customers in production, and recently we checked. There
                       are six customers in production now and we expect a tape
                       out very soon, many in the next month. Overall, I think
                       the engagement has gone along very well and we expect
                       good booking from Astro in this quarter.

J. Jordan              Great.  Thank you, Paul.

P. Lo                  Thank you

Moderator              Our next question comes from the line of Greg
                       Wagenhauffer with Credit Suisse First Boston. Please go

G. Wagenhauffer        How does the acquisition of Avant! affect the timing of
                       your ability to offer that fully integrated flow, and
                       within that how does that change the roadmap, if at all,
                       for route compiler? Then if you could also take us
                       through the stages of integration. When do you get
                       physical compiler integrated into MilkyWay, and then
                       eventually how does Astro or Apollo get integrated into
                       physical compiler flow?

A. de Geus             Greg, we actually would rather not give that out right
                       now, because one of the key things in doing a good
                       integration is to make sure that you involve the key
                       people on both sides. And as you can imagine, as much as
                       many people in both companies now know about this, we
                       have not involved most of our R&D folks in this. The
                       great opportunity I think we have here is on one hand to
                       stay on track with what we're doing, because both
                       companies are making good strides in their respective
                       strategies, and at the same time take the time with some
                       of the leaders to plot a strategy that would be more
                       aggressive in technology.

                       It is already clear, though, that the MilkyWay database
                       has many very positive strong attributes that would allow
                       us to make very quick headway, and I would imagine that
                       within three to six months after closure already very
                       practical and tangible results will be visible.

G. Wagenhauffer        With Synopsys really owning pretty much the front-end
                       design with 80% and 90% market share, Avant! in the back
                       end probably with the leading technology, but more like
                       35% to 40% market share, how do you leverage the
                       front-end dominance to bring up the share in the back end
                       but not look too dominating to your customers?

A. de Geus             At the end of the day every point tool in the collection,
                       I believe, has to compete on its own merit. And so we
                       should never think that by having a complete solution
                       that that is good enough. This is a mantra that we'll
                       keep repeating to ourselves for every product.

                       Simultaneously, it is clear that customers would like to
                       remove risk, and the risks very often are not, well are
                       the tools just connected well to each other. The big
                       risks are when you do a design at the front end, and you
                       make assumptions on what will happen in the physical
                       domain that are erroneous. So those feedback moves are
                       extremely high value to customers, and so we will focus
                       on providing the technology that makes that possible.

G. Wagenhauffer        Brad, you talked about the level of accretion we can
                       expect or dilution next year. As you shift Avant! to your
                       business model and more of the 75% - 85% ratable
                       subscriptions; first of all how long does that take? Then
                       second, where do you think operating margins can go?

B. Henske              Firstly, I think that's the thing that will happen quite
                       rapidly. All of that mixes on, if you will, the
                       incremental business that's done, and even in the first
                       quarter of integration the customers that post the
                       closing we're dealing with on a joint basis. My guess is
                       on average we'll look pretty close to our mix.

                       Secondly, as I've said before and I continue to believe,
                       this is a business that should generate low 30s operating
                       margins. Synopsys on a standalone basis had been planning
                       on being at that point as we exited 2002. I expect that
                       some of the transition expenses will probably push that
                       out a little farther. But remember, fundamentally with
                       the ratable license model, the underlying economics of
                       the business, which is the orders you're taking in less
                       the money you're spending on expenses, on that basis both
                       we and Avant! today are in excess of 30% and we'll
                       continue to be so on an ongoing basis.

G. Wagenhauffer        Okay. Lastly, one clarification on Avant!'s relationship
                       with some of their distributors. Was there, I think you
                       said the MainGate would become part of Avant!. Was there
                       any cash payment? I think you said net that cancelled out
                       to a neutral acquisition. Is that meaning the purchase
                       price was the same as the severance payment or could you
                       just explain that again?

B. Henske              The basic arrangement, without getting down into all the
                       nits, is that the purchase price, and Avant!'s going to
                       execute this in the next month, the purchase price for
                       the remaining outstanding shares will be a number less
                       than the cash in MainGate that they will get at the
                       closing of that transaction.

G. Wagenhauffer        Okay.  Thanks, Brad.

Moderator              Our next question comes from the line of Jessica Curacas
                       with Goldman Sachs. Please go ahead.

J. Curacas             Good afternoon, everybody. Congratulations on the
                       acquisition. Can you talk a little bit, two things: one I
                       want to just go through again the logistics of the
                       insurance policy and understand the collar around that.
                       And then if you can talk specifically about, you know, to
                       what level of due diligence do you do? You mentioned I
                       think you had two lawyers that you guys used for doing
                       the due diligence on the deal. Can you tell us who those
                       were, and I guess what reasonable assurance you have in
                       terms that the code is essentially completed scrubbed of
                       Cadence code? Then lastly, you mentioned that I think you
                       had longer terms on your subscriptions this quarter. How
                       much of those longer terms were skewed this quarter by
                       one or two very large deals, multi-year deals? What terms
                       are you anticipating when you're giving out some of the
                       forecasts that you've been giving out for next quarter
                       and just going forward?

B. Henske              Okay. Let me see if I can work through all of this.
                       Firstly, the basics of the insurance policy: it is
                       essentially $500 million in insurance for a premium of
                       $335. It's worth thinking about in a couple of parts.

                       The first $250 million Synopsis will accrue interest on,
                       paid by the insurer. It will remain as an asset on our
                       balance sheet. It will be used to pay expenses,
                       liabilities and judgments, and the like. To the extent
                       that the aggregate of all costs are less than $250
                       million, we'll get the remainder back.

                       The remaining premium of $85 is for an incremental $250
                       million of insurance, for a total of $500. Because the
                       first $250 accretes by interest, actually the policy
                       limit will accrete at a small rate over the period.

                       In the diligence, as I'm sure the Avant! people would
                       tell you, we did quite extensive due diligence. We had
                       two law firms, but many more than two lawyers involved,
                       and we had actually Cleary and Morrison Forrester with
                       us. We went through all of what's available on the case
                       and on the issues, and I think again, as we said, while
                       there's no guarantees as to how litigation comes out,
                       we're comfortable that we have adequately provided for
                       the liability.

                       With regards to orders in the quarter, the duration was
                       generally not one or two large deals, it was relatively
                       broad based. The guidance we've given out going forward
                       is based on an expectation of an average duration of
                       three years.

J. Curacas             Three years?

B. Henske              Yes.

J. Curacas             Ok.  All right.  Thank you.

Moderator              Our next question comes from the line of John Barr with
                       Robertson Stephens. Please go ahead.

J. Barr                I wondered, Brad, if you could detail the $55 million in
                       fees, and does that cover the $34 million to Jerry Sue
                       and John Sue and other management for their severance

B. Henske              Yes. The $55 million are in employment agreements, it
                       covers all of that. The incremental fees, hang on, I'll
                       detail it for you, it's mostly investment banking and
                       brokerage fees.

J. Barr                Beyond the $34 million that's disclosed in the Avant! Q,
                       what gets you up to $55?

B. Henske              So there are more individuals involved, and the cost of
                       Jerry's arrangement is inclusive of the value of his

J. Barr                What is the total cost of Jerry's package there?

B. Henske              It depends on exactly where our stock is at closing, but
                       it's on the order of $40 million.

J. Barr                Okay. Then just to be clear, on the MainGate and the
                       other Asian distributors you're not paying any of the
                       terms that were described in the Q for the severance of
                       those agreements?

B. Henske              Correct. Leaving aside MainGate, those agreements have
                       generally been amended to take those terms out. As I
                       said, Avant! will actually repurchase MainGate for a net
                       cost, essentially of zero, sometime before the end of the
                       calendar year.

J. Barr                Okay. Then you own it, so you will fold it in to your
                       Japanese sub or do whatever you wish with it?

B. Henske              Yes. So Avant! will own it and, therefore, we will own
                       it. In some fashion that makes sense, will get integrated
                       with the operation that we have in Japan.

J. Barr                Will any of the employees or assets stay behind with

B. Henske              No.

J. Barr                Okay. Then finally on route compiler; does this mean that
                       you stopped development on route compiler or does that
                       continue to move forward?

A. de Geus             It continues to move forward. This is a great technology
                       with a strong team and a strong emphasis on single
                       integrity. So some good capabilities will come out of

J. Barr                One last question. Avant!'s business of late was their
                       book to bill last quarter was significantly below one, we
                       believe. How do you see that going forward during this
                       interim period and then once you've got control?

A. de Geus             During the interim periods, Avant! will manage its own
                       business, and based on what we hear from customers they
                       will do fine. Once we take over, of course, we will
                       integrate all of the efforts within the company, and at
                       that point in time I think we will be able to give you a
                       better forecast on where the business is at.

J. Barr                Okay, great.  Thank you.

Moderator              Our next question comes from Garo Tumisanian from RBC
                       Capital Markets. Please go ahead.

G. Tumisanian          Thanks. Just a couple of questions. First on guidance
                       going forward, I'm curious if there are any particular
                       product areas that you've started to see a slowdown in or
                       are there any particular product areas that might be
                       producing the reduction in visibility, or is it more of
                       an across the board thing? I think in general the
                       expectation is that there is still some technology that
                       customers have to have, and I'm curious what is it that
                       they're choosing to forego?

B. Henske              So, first and foremost, the thing they're choosing to
                       forego is consulting services. After that it's pretty
                       broadly based. I think that those products that at the
                       margin were highly focused on time to market stuff, like
                       for example very large quantities of simulators, I think
                       probably see a little more effect. But other than that
                       it's pretty broadly based.

G. Tumisanian          Okay. One of the things I'm curious about is whether you
                       anticipate, I trust you don't anticipate, but regarding
                       anti-trust issues. May be if you could walk us through
                       what the next steps would be in the acquisition that
                       might be helpful?

B. Henske              The next steps, obviously, are to file with the
                       anti-trust authorities. You never can know for sure, but
                       as we look at the fact that the product set at Synopsys
                       and the product set at Avant! are generally almost
                       completely complementary as opposed to overlapping, we
                       believe that we will get through the anti-trust issues
                       without significant problem.

                       The second thing, obviously, is we will file with the SEC
                       on the deal, and when that gets cleared we will hold the
                       two shareholder votes.

G. Tumisanian          Okay. Other than that are there any other risks that you
                       can identify that might prevent or delay the closing of
                       the deal?

B. Henske              Other than the usual things like somebody passes a law
                       that says you can't or lawsuits that prevent it, no.

G. Tumisanian          Okay, great.  Thanks a lot.

Moderator              Our next question comes from the line of Benay Shaw with
                       Morgan Stanley. Please go ahead.

B. Shaw                Just a couple of questions. In terms of the dilution,
                       Brad, can you just talk about whether that's all really
                       just top line assumptions you've made in terms of the
                       transition or if you've also made some expense
                       assumptions, and is that a full year number or are you
                       assuming the deal closes within three months and then
                       it's a $0.30 dilution.

                       Second, on the deferred revenue, which looked like it was
                       pretty strong, can you just help reconcile some of the
                       weakness you're expecting versus the strength in
                       deferred. Then finally, if there are any particular
                       timeline of events on Avant! litigation you guys would
                       highlight in the next three to six months? Thanks.

B. Henske              First on the dilution. The revenue issues I talked about.
                       We have done so far some work, although much to go yet to
                       sort through what happens on expenses. Our early view is
                       that there are at least $50 million of synergies between
                       the combined companies.

                       I think that the assumption I made on dilution presumed a
                       middle of our Q3 closing, and as you can imagine in this
                       kind of thing, in part depending on when in Avant!'s
                       quarter and when in our quarter it closes, exactly how it
                       comes out is quite time sensitive in this fiscal year.

                       With respect to the deferred, I'm sorry I missed your
                       question on deferred.

B. Shaw                It looked like it was up over last quarter. I'm just
                       trying to reconcile what you're seeing in deferred
                       revenues versus the outlook and some slowing.

B. Henske              It's up because this Q4 was our largest orders quarter in

                       Then lastly on the litigation, I think at the moment
                       there is a question related to the scope of the release
                       from 1994 between Cadence and Avant! that's been picked
                       up by the California Supreme Court. If you ask three
                       lawyers you get three different answers, but most people
                       expect that very little will happen in the next three to
                       six months.

B. Shaw                Okay, great.  Thanks.

Moderator              Our next question comes from the line of Alex Buana with
                       UBS Warburg. Please go ahead.

A. Buana               Yes. Thank you. I know you've already addressed this to
                       an extent. In terms of renewals and you not giving a
                       percentage for next year; I understand the difficulty in
                       calculating it. But if you were to put aside the industry
                       trends, macro conditions that are weighing on you right
                       now, putting that aside can you look back with say a
                       three-year average renewals rate and give us a sense on
                       how you would expect the year to play out
                       seasonally-wise? Is that possible?

B. Henske              Well. Yes. Our quarters, if you look back from a seasonal
                       basis, tend to be quite back-end loaded. What we do at
                       the beginning of each year, and actually renew every
                       quarter, is literally for our top hundred customers, and
                       then sort of on average for everybody else, roll up
                       quarter by quarter what we expect. As I said, the
                       quarters tend to be quite seasonally back-end loaded. In
                       this particular year, if all goes to plan Q3 will be
                       better on balance than we've seen in the last couple of
                       years, which is purely an artifact of a couple of large
                       customers that renew in that quarter.

A. Buana               Are we looking back to the '99 time frame in terms of how
                       they might be expected to come on three years later?

B. Henske              Absolutely. Part of what we do in forecasting our
                       customers is look to see what agreements are in place and
                       when they roll through.

A. Buana               I apologize if I missed this, but in terms of renewals,
                       with all the new product cycles that are coming up right
                       now, what sort of average selling price increases might
                       we expect to see this year over say a three-year time

B. Henske              What you tend to see is that list prices for products
                       grow between 4% and 8% a year. The discount that any
                       individual customer gets is obviously renewed, is
                       renegotiated in each deal; some are up, some are down.

A. Buana               Okay. Lastly, I did get the out guidance and I was
                       wondering, maybe I missed it, do you have any
                       expectations, with the consulting being under pressure,
                       is that a major part of your concern? Is it possible that
                       software potentially is still going to be up

B. Henske              I think on an orders basis software will absolutely be up
                       sequentially year over year.

A. Buana               But year over year, what about sequentially this quarter
                       to next?

B. Henske              In terms of revenue or orders?

A. Buana               In terms of revenue.

B. Henske              Yes.  Software will be up Q2 over Q1.

A. Buana               Okay. Terrific. Thank you very much. Congratulations on
                       the acquisition.

Moderator              Our next question comes from the line of John Barr with
                       Robertson Stephens. Please go ahead.

J. Barr                Just a quick one. The ratable revenues this quarter were
                       only up $5 million sequentially. They were up more than
                       that; they were up $11 million in the quarter before
                       that, and $8 million in the quarter before that. This was
                       the big quarter; why wasn't it up more?

B. Henske              The quarter-to-quarter fluctuations are largely a
                       function of when orders are booked in a quarter, so if
                       you think about revenue in any given quarter from ratable
                       licenses it comes from two things. One is the stuff you
                       booked in prior quarters, which is obviously the largest
                       part of it. The second is the revenue impact of stuff you
                       book in a quarter, which is driven by what month you book

                       So that's enough to move the numbers around a few million
                       bucks every quarter, depending on that distribution, and
                       that's the variations you are seeing.

J. Barr                So does that mean this quarter was more back-end loaded
                       or that the others were more front-end loaded?

B. Henske              This quarter was modestly more back-end loaded than Q3.
                       Both quarters were significantly more back-end loaded
                       than what we saw in Q1 and Q2. Although again as I said,
                       much better than what we saw prior to the license change.

J. Barr                Okay. Thanks, Brad.

Moderator              If there are any additional questions, please press the
                       one on your touch-tone phone. We do have a question from
                       the line of Bill Frerick with DA Davidson & Company.
                       Please go ahead.

B. Frerick             Brad, I'd like to run through the cross again. You said
                       it was a total of $420 million, of which $335 was the
                       insurance premium, $55 was the employment agreements.
                       What were the next two categories?

B. Henske              Then $30 million for banking brokerage and the other fees
                       and expenses, which is the bankers, the lawyers; all of
                       that drag on the deal.

B. Frerick             There was some more for future severance or is that the
                       whole amount?

B. Henske              No, there will be, I expect, as we think through
                       integration, both severance cost and things like
                       facilities cost and the like, which we'll have a view of
                       when we closer to the closing.

B. Frerick             Okay. Now on the employment agreements, they were
                       contractually written to be triggered by a change
                       control, which was defined as Jerry leaving the company,
                       among other things. I know that Paul was in that group.
                       Is Paul going to leave or is he going to stay? Has it
                       become a stick around bonus rather than a severance

P. Lo                  Thank you for asking the question. I think I'm committed
                       to push the company through the merger and also help the
                       company for the integration. Then I'll get to know the
                       people better and decide my future.

B. Frerick             Okay. So the money's going to be paid but you're staying.
                       Then one last thing, Brad. You said that there's probably
                       about a dollar of share worth of EBG that's going to be
                       lost as a result of the accounting rules. Essentially how
                       does that evaporate and not be shown on the financial

B. Henske              So there's two things, two parts to it. The first is, as
                       I said, I think the combined company will very rapidly
                       move to the Synopsys orders mix, and that's not revenue
                       lost. Effectively, we'll see the same phenomenon on those
                       orders that we saw a year and a quarter ago when Synopsys
                       moved to a ratable revenue. So all of that stuff will go
                       into backlog, deferred, and the like .

B. Frerick             Got it.  So their backlog isn't what it used to be; it's
                       something else now.

B. Henske              No. That's not my point, and I'll  come to that in a
                       second. The notion is that we think about orders that
                       we take post the closing. A higher percentage of those
                       will be subscription orders than they would have been
                       presumably for Avant! standalone, at least if they...mix.

                       The second thing is a more complicated accounting
                       question, which is in purchase accounting for mergers of
                       this type, and this isn't a thing that you need to ...
                       with the way the purchase accounting rules are written.
                       It is that liability isn't actually deferred revenue and
                       backlog. If you think about it for second, our accounting
                       liabilities are only valued to the extent of costs
                       incurred. The cost of continuing to deliver the software
                       on, for example, a three-year license, even if you're
                       going to get paid over that period and continue to
                       deliver updates, it is a thing that's open to some
                       debate. This has become an issue that's shown up with the
                       demise of pooling, and it's clearly an issue that if you
                       speak to the SEC and the EITF which is looking at this,
                       the answer you get is we agree this makes no common sense
                       and it's a thing we're looking at, but it's how the rules
                       are written today.

                       We are somewhat optimistic that we will get a better
                       answer. In fact, it will be a better answer in the
                       accounting world generally by the time this deal closes.
                       Because effectively what happens is that real orders that
                       Avant! booked and customers will pay us real cash for
                       will evaporate as revenue out of the universe, a thing
                       that we don't think makes a lot of sense.

B. Frerick             But your cash account will go up.

B. Henske              Absolutely. We'll get all the cash that would have
                       happened otherwise.

B. Frerick             Okay. Finally, I presume that the various financial
                       charges that will ensue will be taken in the quarter you

B. Henske              Yes.

B. Frerick             Thank you.

Moderator              Thank you. At this time I'd like to turn the conference
                       back to the host. There are no further questions.

A. de Geus             Thank you for your questions. Actually, I will return it
                       back to the operator with some additional legal
                       statements to make about the acquisition, but we
                       appreciate your participation today.

Moderator              Thank you. In connection with the proposed merger,
                       Synopsys and Avant! will file a joint proxy statement
                       prospectus with the SEC. Investors and security holders
                       are urged to read the joint proxy statement prospectus
                       regarding the proposed merger when it becomes available
                       because it will contain important information.

                       Investors and security holders may obtain a free copy of
                       the joint proxy statement prospectus when available, and
                       other related documents filed by Synopsys and Avant! with
                       the SEC at SEC's Web site at

                       The joint proxy statement prospectus, when it is
                       available, and the other documents, may also be obtained
                       for free by accessing Synopsys' Web site at
              or by directing a request by mail or
                       telephone to 700 East Middlefield Road, Mountain View,
                       California, 94043, attention Company Secretary;
                       650-584-5000; or by accessing Avant!'s Web site at
                       www.Avant! or by directing a request by mail or
                       telephone to 4671 Bayside Parkway, Freemont, California,
                       94538, attention Company Secretary, 510-413-8000.

                       Synopsys, Avant! and their respective directors,
                       executive officers, and certain other members of
                       management and employees may be soliciting proxies from
                       their respective stockholders in favor of the merger.
                       Information regarding the persons who may under the rules
                       of the SEC be considered participants in the solicitation
                       of the Synopsys stockholders or the Avant! stockholders,
                       as the case may be, in connection with the proposed
                       merger, will be set forth in the joint proxy statement
                       prospectus when it is filed with the SEC.

                       Ladies and gentlemen, this conference will be available
                       for replay after 11:45 p.m. today through midnight,
                       December 21, 2001. You may access the replay service by
                       dialing 1-800-475-6701 and entering the access code
                       615293. International participants dial 320-365-3844.

                       This concludes our conference for today, and thank you
                       for using AT&T Executive Teleconference. You may now

Forward Looking Statements

This transcript may contain forward-looking statements within the meaning of the
safe harbor provisions of Section 21E of the Securities Exchange Act of 1934.
These statements are based on Synopsys' and Avant!'s current expectations and
beliefs. Actual results could differ materially from the results implied by
these statements. Factors that may cause or contribute to such differences
include the successful closing of the acquisition; changes in both companies'
businesses during the period between now and the closing date; litigation
relating to the transaction or the businesses, including the outcome of
litigation between Avant! and Cadence Design Systems, Inc.; the successful
integration of Avant! into Synopsys' business subsequent to the closing of the
acquisition; timely development, production and acceptance of products and
services contemplated by the merged company after completion of the proposed
acquisition; increasing competition in the market for design implementation or
design verification software; the ability to retain key management and technical
personnel; adverse reactions to the proposed transaction by customers, suppliers
and strategic partners and other risks described in Synopsys' report on Form
10-Q filed with the Securities and Exchange Commission (SEC) on September 18,
2001 (pp. 21-23), and on Avant!'s report on Form 10-Q filed with the Securities
and Exchange Commission (SEC) on November 14, 2001 (pp. 21-27). Synopsys and
Avant! are under no obligation to (and expressly disclaim any such obligation
to) update or alter their forward-looking statements whether as a result of new
information, future events or otherwise.