8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________ 

FORM 8-K/A

__________________________________ 

CURRENT REPORT

Amendment No. 1 to Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 31, 2013

NUANCE COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-27038	94-3156479
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Wayside Road

Burlington, Massachusetts 01803

(Address of Principal Executive Offices)

(781) 565-5000

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 2.01. Completion of Acquisition or Disposition of Assets	3
Item 9.01. Financial Statements and Exhibits	4
SIGNATURE	5
EXHIBIT INDEX	6
EX-2.1* Agreement and Plan of Merger
EX-23.1 Consent of Independent Auditors
EX-99.1 Unaudited Interim Condensed Combined Financial Statements of Tweddle Group Technologies, LLC
EX-99.2 Combined Financial Statements of Tweddle Group Technologies, LLC
EX-99.3 Unaudited Pro Forma Combined Financial Statements

 *Previously filed

Item 2.01. Completion of Acquisition or Disposition of Assets

On June 5, 2013, Nuance Communications, Inc. (“Nuance”) filed a report on Form 8-K to report the completion of the acquisition of assets of the Tweddle Group, Inc., a Michigan corporation, and Tweddle Group Technologies, LLC, a Michigan limited liability company (together the "Sellers") constituting the Technology Solutions Segment of the Sellers (“TGT”). At that time, we indicated that we intended to file the required financial statements and pro forma financial information within 71 days from the date that such report was required to be filed. By this amendment to such Form 8-K, we are amending and restating Item 9.01 thereof to include the required financial statements and pro forma financial information.

3

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

(1) The unaudited interim condensed combined financial statements of TGT, including TGT’s unaudited condensed balance sheet as of March 31, 2013, and condensed results of operations, and cash flows for the three months ended March 31, 2013 and 2012, and statement of changes in owners' net investment for the three months ended March 31, 2013 are being filed as Exhibit 99.1 to this Form 8-K/A.

(2) The audited combined financial statements of TGT, including TGT’s audited balance sheet as of December 31, 2012, and results of operations, statement of changes in owners' net investment and cash flows for the year then ended, are being filed as Exhibit 99.2 to this Form 8-K/A.

(b) Pro Forma Financial Information

(1) The unaudited pro forma combined statement of operations of Nuance for the year ended September 30, 2012, giving effect to the acquisitions of TGT, Vlingo Corporation, Transcend Services, Inc. and Swype, Inc.; for the six months ended March 31, 2013, giving effect to the acquisition of TGT; and the unaudited pro forma combined balance sheet of Nuance as of March 31, 2013, giving effect to the acquisition of TGT are included within Exhibit 99.3 to this Form 8-K/A.

(d) Exhibits

2.1* Asset Purchase Agreement, dated as of May 24, 2013, by and among Nuance, Telluride, Inc., Tweddle Group, Inc., Tweddle Group Technologies, LLC, The Andrew M. Tweddle Revocable Living Trust and Andrew M. Tweddle.

23.1 Consent of Independent Auditors.

99.1 Unaudited interim condensed combined financial statements of Tweddle Group Technologies, LLC. as of March 31, 2013 and for the three months ended March 31, 2013 and 2012.

99.2 Combined financial statements of Tweddle Group Technologies, LLC, as of December 31, 2012 and for the year then ended December 31, 2012.

99.3 Unaudited pro forma combined financial statements.

* Previously filed.

4

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NUANCE COMMUNICATIONS, INC.
By:		/s/ Thomas L. Beaudoin
	Thomas L. Beaudoin
	Chief Financial Officer

Date: August 7, 2013

5

EXHIBIT INDEX

Exhibit No.	Description
2.1*	Asset Purchase Agreement, dated as of May 24, 2013, by and among Nuance, Telluride, Inc., Tweddle Group, Inc., Tweddle Group Technologies, LLC, The Andrew M. Tweddle Revocable Living Trust and Andrew M. Tweddle.
23.1	Consent of Independent Auditors.
99.1	Unaudited interim condensed combined financial statements of Tweddle Group Technologies, LLC. as of March 31, 2013 and for the three months ended March 31, 2013 and 2012.
99.2	Combined financial statements of Tweddle Group Technologies, LLC, as of December 31, 2012 and for the year then ended December 31, 2012.
99.3	Unaudited pro forma combined financial statements.

* Previously filed.

6

EX-23.1

Exhibit 23.1

Consent of Independent Auditors

We hereby consent to the inclusion in this current report on Form 8-K/A of Nuance Communication, Inc. of our report dated March 28, 2013, except as to Note 12, which is as of May 31, 2013, on our audit of Tweddle Group Technologies, LLC. We hereby consent to the incorporation by reference of said report in the Registration Statements of Nuance Communications, Inc. on Form S-3 (File No. 333-142182, effective April 18, 2007, File No. 333-100648, effective February 7, 2003, and File No. 333-61862, effective August 10, 2001), and Form S-8 (File No. 333-188397 dated May 7, 2013, File No. 333-182459 dated June 29, 2012, File No. 333-179399, effective February 6, 2012, File No. 333-178436, effective February 12, 2011, File No. 333-164955, effective February 17, 2010, File No. 333-157579, effective February 27, 2009, File No. 333-151088, effective May 22, 2008, File No. 333-151087, effective May 22, 2008, File No. 333-153911, effective October 8, 2008, File No. 333-148684, effective January 15, 2008, File No. 333-145971, effective September 11, 2007, File No. 333-143465, effective June 1, 2007, File No. 333-142183, effective April 18, 2007, File No. 333-141819, effective April 2, 2007, File No. 333-134687, effective June 2, 2006, File No. 333-128396, effective September 16, 2005, File No. 333-124856, effective May 12, 2005, File No. 333-122718, effective February 11, 2005, File No. 333-108767, effective September 12, 2003, File No. 333-99729, effective September 18, 2002, File No. 333-75406, effective December 18, 2001, File No. 333-49656, effective November 9, 2000, File No. 333-33464, effective March 29, 2000, File No. 333-30518, effective February 16, 2000, File No. 333-74343, effective March 12, 1999, File No. 333-45425, effective February 2, 1998, and file No. 333-04131, effective February 26, 1997).

/s/ Baker Tilly Virchow Krause, LLP

Southfield, Michigan

August 5, 2013

EX-99.1

Exhibit 99.1

Tweddle Group Technologies

Unaudited Interim Condensed Combined Financial Statements as of March 31, 2013 and December 31, 2012 and for the three months ended March 31, 2013 and 2012.

TWEDDLE GROUP TECHNOLOGIES, LLC

Unaudited Interim Condensed Combined Financial Statements

March 31, 2013 and December 31, 2012

TWEDDLE GROUP TECHNOLOGIES, LLC

Unaudited Interim Condensed Combined Financial Statements

March 31, 2013 and December 31, 2012

Table of Contents

	Page(s)
Combined Financial Statements (unaudited)
Combined Balance Sheets	3
Combined Results of Operations	4
Combined Statement of Changes in Owners’ Net Investment	5
Combined Statements of Cash Flows	6
Notes to Condensed Combined Financial Statements	7-10

TWEDDLE GROUP TECHNOLOGIES, LLC

Combined Balance Sheets

(Unaudited)

ASSETS
		March 31, 2013		December 31, 2012
Current assets:
Cash	$	24,520	$	34,735
Accounts receivable		6,270,423		7,465,581
Prepaid application provider, current portion		3,076,097		2,425,247
Prepaid expenses and other current assets		203,230		527,203
Total current assets		9,574,270		10,452,766
Property and equipment, net		2,339,360		2,726,197
Prepaid application provider, net of current portion		4,002,874		3,293,871
Total assets	$	15,916,504	$	16,472,834
LIABILITIES AND OWNERS' NET INVESTMENT
Current liabilities:
Trade accounts payable	$	1,982,597	$	1,968,295
Accrued expenses		550,200		483,276
Note payable		117,611		117,019
Capital lease, current portion		173,684		172,812
Deferred revenue		12,789,892		9,865,514
Total current liabilities		15,613,984		12,606,916
Note payable, net of current portion		140,240		169,866
Capital lease, net of current portion		207,106		250,855
Deferred revenue, net of current portion		23,950,011		18,854,671
Other liabilities		98,517		103,214
Total liabilities	$	40,009,858	$	31,985,522
Commitments and contingencies (Note 9)
Owners' net investment		(24,093,354)		(15,512,688)
Total liabilities and owners' net investment	$	15,916,504	$	16,472,834
See accompanying notes to unaudited condensed combined financial statements.

3

TWEDDLE GROUP TECHNOLOGIES, LLC

Combined Results of Operations

(Unaudited)

		Three months ended March 31,
		2013		2012
Revenue	$	2,450,611	$	257,962
Cost of Sales		3,272,675		1,518,049
Gross margin		(822,064)		(1,260,087)
Operating expenses:
Research and development expenses		3,055,224		2,224,552
General and administrative expenses		498,210		376,909
Selling expenses		373,482		262,399
Total operating expenses		3,926,916		2,863,860
Operating loss		(4,748,980)		(4,123,947)
Interest expense		(51,839)		-
Net loss before income tax expense		(4,800,819)		(4,123,947)
Income tax expense		-		-
Net loss	$	(4,800,819)	$	(4,123,947)
See accompanying notes to unaudited condensed combined financial statements.

4

TWEDDLE GROUP TECHNOLOGIES, LLC

Combined Statement of Changes in Owners' Net Investment

(Unaudited)

		Three Months Ended March 31, 2013
Balance at December 31, 2012	$	(15,512,688)
Net loss		(4,800,819)
Net transfers to owners		(3,779,847)
Balance at March 31, 2013	$	(24,093,354)
See accompanying notes to unaudited condensed combined financial statements.

5

TWEDDLE GROUP TECHNOLOGIES, LLC

Combined Statement of Cash Flows

(Unaudited)

		Three months ended March 31,
		2013		2012
Cash flows from operating activities:
Net loss	$	(4,800,819)	$	(4,123,947)
Adjustments to reconcile net loss to net cash provided by (used in)     operating activities:
Depreciation and amortization		395,797		283,616
Loss on retirement of property and equipment		629		-
Changes in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable		1,195,158		(1,561,068)
Prepaid application provider		(1,359,853)		(836,346)
Prepaid expenses and other current assets		323,973		(272,753)
Increase (decrease) in:
Trade accounts payable		14,302		399,187
Accrued expenses		66,924		160,381
Deferred revenue		8,019,718		3,730,507
Other long term liabilities		(4,697)		289,805
Net cash provided by (used in) operating activities		3,851,132		(1,930,618)
Cash flows used in investing activities:
Capital expenditures		(9,589)		(368,555)
Net cash used in investing activities		(9,589)		(368,555)
Cash flows from financing activities:
Payment on capital lease		(42,877)		-
Payment on note payable		(29,034)		-
Net transfer (to) from owners		(3,779,847)		2,284,896
Net cash (used in) provided by financing activities		(3,851,758)		2,284,896
Net decrease in cash		(10,215)		(14,277)
Cash, beginning of period		34,735		57,904
Cash, end of period	$	24,520	$	43,627
Supplemental disclosure of cash flow information:
Interest paid	$	3,462	$	-
See accompanying notes to unaudited condensed combined financial statements.

6

TWEDDLE GROUP TECHNOLOGIES, LLC

Notes to Condensed Combined Financial Statements

March 31, 2013 and December 31, 2012

(1) Organization and Nature of Operations

Tweddle Group Technologies, LLC (TGT or the Business) was a majority owned business of a larger private company, Tweddle Group, Inc. (TG or Parent) until May 31, 2013, and did not operate as a stand‑alone company. The Business was established in 2009 to develop and provide a cloud-based connected services platform for vehicles through handset devices and interactive in‑vehicle displays.

TGT’s connected services platform offers automotive original equipment manufacturers (OEMs) and Tier 1 automotive suppliers a comprehensive and dynamic solution that supports multiple vehicle connection strategies (bluetooth, WiFi, and embedded cellular). The platform leverages an advanced database, access control and network solutions. The platform provides a mobile portal experience that couples personalized owner services with access and control of their vehicle. The application combines localized guides to restaurants, events, weather, and Internet radio with remote management of vehicle features like remote point of interest control and vehicle locator. In addition, vehicle owners can view their owner manuals and maintenance schedule, and browse merchandise and accessory offerings all from the screen of their smartphone.

(2) Basis of Presentation

The accompanying unaudited condensed combined financial statements have been prepared from Parent’s historical accounting records and are presented on a carve-out basis to include the historical financial position, results of operations and cash flows applicable to the Business. These unaudited condensed combined financial statements may not necessarily be indicative of the historical results that would have been obtained if the Business had operated on a stand-alone basis during the period presented or the results that may be obtained in the future.

The preparation of these financial statements requires management to make assumptions as to which assets and liabilities carried on the Parent’s books should be included in the unaudited condensed combined financial statements, and which Parent activities benefit TGT. The combined results of operations include all revenues and costs directly attributable to TGT, including an allocation of certain Parent costs for functions and services used by TGT. These amounts are reflected in the accompanying combined results of operations as “Allocation of general corporate and other expenses from parent”, and are primarily for treasury, sales, accounting, tax, and human resources services provided by the Parent (see note 8). Advances to and from the Parent related to the above transactions are settled through decreases from and increases to invested capital.

The accompanying unaudited condensed combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim periods. In the opinion of management of the Business, these unaudited condensed combined financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Business’ financial position for the periods disclosed.

Although the Business believes the disclosures in the condensed combined financial statements are adequate to make the information presented not misleading, certain information normally included in the footnotes prepared in accordance with GAAP has been omitted. Accordingly, these condensed combined financial statements should be read in conjunction with the audited combined financial statements and notes thereto included in the Business’ annual combined financial statements for the fiscal year ended December 31, 2012. Interim results are not necessarily indicative of the results that may be expected for a full year.

7

TWEDDLE GROUP TECHNOLOGIES, LLC

Notes to Condensed Combined Financial Statements

March 31, 2013 and December 31, 2012

(3) Significant Accounting Policies

No material changes have been made to the significant accounting policies disclosed in the audited combined financial statements for the year ended December 31, 2012. There are no new accounting pronouncements pending adoption as of March 31, 2013 that the Business believes would have a significant impact on its financial statements.

(4) Prepaid Expenses and Other Current Assets

The components of prepaid expenses and other current assets are as follows:

			March 31,		December 31,
			2013		2012
Prepaid cost of sales		$	-	$	300,000
Deposit account			28,925		28,925
Prepaid maintenance			80,118		107,749
Other prepaid expenses and current assets			94,187		90,529
	Prepaid expenses and other current assets	$	203,230	$	527,203

(5) Property and Equipment, Net

The components of property and equipment are as follows:

			March 31,		December 31,
			2013		2012
Machinery and equipment	$		-	$	2,705
Computer equipment and software			4,480,247		4,470,659
Office equipment			271,217		271,217
Leasehold improvements			272,605		272,605
Total property and equipment			5,024,069		5,017,186
Less accumulated depreciation			(2,684,709)		(2,290,989)
Property and equipment, net		$	2,339,360	$	2,726,197

Depreciation and amortization of property and equipment charged to cost of sales, research & development expense, general and administrative expense, and selling expense in the combined results of operations for the three months ended March 31, 2013 and 2012 was $395,797 and $283,616, respectively.

8

TWEDDLE GROUP TECHNOLOGIES, LLC

Notes to Condensed Combined Financial Statements

March 31, 2013 and December 31, 2012

(6) Accrued Expenses

The components of accrued expenses as of March 31, 2013 and December 31, 2012 are as follows:

		March 31,		December 31,
		2013		2012
Accrued vacation	$	414,788	$	376,327
Deferred rent		16,183		13,579
Other accrued expenses		119,229		93,370
Accrued expenses	$	550,200	$	483,276

(7) Employee Post‑Retirement Benefit Plan

The Business has a 401(k) profit sharing plan covering substantially all employees. Contributions to the plan are made by both the Business and eligible employees. Business contributions to the plan are made at the discretion of the board of directors. During the three months ended March 31, 2013 and 2012, contributions to the plan totaled $31,771 and $20,803, respectively.

(8) Related Party Transactions and Owners’ Net Investment

(a) Allocation of General Corporate and Other Expenses

The unaudited condensed combined financial statements include allocations of costs to reflect certain corporate functions provided by the Parent, including allocations of costs relates to officer and certain corporate employee salaries, rent, depreciation, and accounting, legal, selling, general and administrative expenses. These expenses have been allocated to the Business on the basis of direct usage when identifiable, with the remainder allocated based on headcount and other measures. During the three months ended March 31, 2013 and 2012, the Business was allocated the following functional costs incurred by the Parent, which are included in the combined results of operations as follows:

		Three months ended
		March 31
		2013		2012
Selling expenses	$	246,564	$	138,225
General and administrative expenses		166,242		95,501
Total	$	412,806	$	233,726

The expense allocations have been determined on a basis that both the Business and the Parent consider to be a reasonable reflection of the utilization of services provided or the benefit received by the Business during the period presented. The allocations may not, however, reflect the expense the Business would have incurred as a stand‑alone company. Actual costs that may have been incurred if the Business had been a stand-alone company would depend on a number of factors, including the chosen organization structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure.

9

TWEDDLE GROUP TECHNOLOGIES, LLC

Notes to Condensed Combined Financial Statements

March 31, 2013 and December 31, 2012

(b) Owners’ Net Investment

The net assets are represented by the cumulative investment of owners that is shown as owners’ net investment on the combined statement of changes in owners’ net investment, which comprises owners’ capital and retained earnings of the Business.

During the periods presented, TGT operations participated in the centralized cash management system of Parent. Generally, all cash generated by TGT operations was transferred to Parent. Net cash requirements of TGT operations, if any, were provided by Parent.

The components of the net transfers to owners for the three months ended March 31, 2013 is as follows:

Allocation of overhead/other expenses		$	412,806
Net advances to owners			(4,192,653)
	Total net transfers to owners	$	(3,779,847)

The total net effect of these intercompany transactions is reflected in the combined statement of cash flows as a financing activity and in the combined balance sheet as owners’ net investment.

(9) Commitments and Contingencies

(a) Other Commitments

In May 2012, the Parent entered into an agreement with a vendor to provide co-location managed services administration of information for remote systems infrastructure that is specifically identifiable to the carved-out entity for thirty-six months. Under the agreement, the Business is subject to early termination fees of $479,300 if terminated by May 2013, $407,300 if terminated by May 2014, and $335,300 if terminated prior to May 2015.

(b) Litigation

The Business, from time to time, is involved in legal actions that arise from the normal course of business. Although it is not possible to predict with certainty the outcome of these unresolved legal actions, the Business does not believe that these actions will individually or in the aggregate have a material or adverse effect on the Business’ combined results of operations, financial position or liquidity.

(10) Subsequent Events

On May 31, 2013, the Business was acquired by Nuance Communications, Inc. (“Nuance”) pursuant to an Asset Purchase Agreement, dated as of May 24, 2013. The aggregate consideration payable to the former owners of the Business was $80,045,000, subject to adjustment as provided in the Asset Purchase Agreement.Under terms of the Phantom Stock Plan, the Business paid a total of $1,500,000 of change of control payments to certain employees as a result of the sale of the business.

The Business has evaluated events and transactions that occurred during the period from the balance sheet date through June 19, 2013, the date the Business’ unaudited condensed combined financial statements were available to be issued. There were no events or transactions that occurred during the period that materially impacted the amounts or disclosures in the Business’ unaudited condensed combined financial statements.

10

EX-99.2

Exhibit 99.2

Tweddle Group Technologies

Combined Financial Statements as of December 31, 2012

TWEDDLE GROUP TECHNOLOGIES, LLC

(a business of Tweddle Group, Inc.)

Combined Financial Statements

December 31, 2012

(With Independent Auditors’ Report Thereon)

TWEDDLE GROUP TECHNOLOGIES, LLC

(a business of Tweddle Group, Inc.)

Combined Financial Statements

December 31, 2012

Table of Contents

	Page(s)
Independent Auditors’ Report	3 - 4
Combined Financial Statements:
Combined Balance Sheet	5
Combined Results of Operations	6
Combined Statement of Changes in Owners' Net Investment	7
Combined Statement of Cash Flows	8
Notes to Combined Financial Statements	9 - 18

INDEPENDENT AUDITORS' REPORT

Members and Board of Managers

Tweddle Group Technologies, LLC

Clinton Township, Michigan

We have audited the accompanying combined financial statements of Tweddle Group Technologies, LLC, which comprise the combined balance sheet as of December 31, 2012, and the related combined results of operations, combined statement of changes in owners’ net investment, and combined cash flows for the year then ended, and the related notes to the combined financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the combined financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

3

Opinion

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Tweddle Group Technologies, LLC as of December 31, 2012 and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ Baker Tilly Virchow Krause, LLP

Southfield, Michigan

March 28, 2013, except as to Note 12, which is as of May 31, 2013

4

Tweddle Group Technologies, LLC

Combined Balance Sheet

As of December 31, 2012

ASSETS
Current assets:
Cash	$	34,735
Accounts receivable		7,465,581
Prepaid application provider, current portion		2,425,247
Prepaid expenses and other current assets		527,203
Total current assets		10,452,766
Property and equipment, net		2,726,197
Prepaid application provider, net of current portion		3,293,871
Total assets	$	16,472,834
LIABILITIES AND OWNERS' NET INVESTMENT
Current liabilities:
Trade accounts payable	$	1,968,295
Accrued expenses		483,276
Note payable		117,019
Capital lease, current portion		172,812
Deferred revenue		9,865,514
Total current liabilities		12,606,916
Note payable, net of current portion		169,866
Capital lease, net of current portion		250,855
Deferred revenue, net of current portion		18,854,671
Other liabilities		103,214
Total liabilities	$	31,985,522
Commitments and contingencies (Note 10)
Owners' net investment		(15,512,688	)
Total liabilities and owners' net investment	$	16,472,834
See accompanying notes to combined financial statements.

5

Tweddle Group Technologies, LLC

Combined Results of Operations

Year ended December 31, 2012

Revenue	$	4,440,212
Cost of Sales		9,674,073
Gross margin		(5,233,861)
Operating expenses:
Research and development expenses		10,545,660
General and administrative expenses		1,973,545
Selling expenses		1,052,280
Total operating expenses		13,571,485
Operating loss		(18,805,346)
Interest expense		(152,586)
Net loss before income tax expense		(18,957,932)
Income tax expense		-
Net loss	$	(18,957,932)
See accompanying notes to combined financial statements.

6

Tweddle Group Technologies, LLC

Combined Statement of Changes in Owners' Net Investment

Year ended December 31, 2012

		Owners' Net Investment
Balance at December 31, 2011	$	1,227,177
Net loss		(18,957,932)
Net transfers from owners		2,218,067
Balance at December 31, 2012	$	(15,512,688)
See accompanying notes to combined financial statements.

7

Tweddle Group Technologies, LLC

Combined Statement of Cash Flows

Year ended December 31, 2012

Cash flows from operating activities:
Net loss	$	(18,957,932)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,389,033
Loss on retirement of property and equipment		2,916
Changes in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable		(6,228,193)
Prepaid application provider		(5,268,000)
Prepaid expenses and other current assets		(408,002)
Increase (decrease) in:
Trade accounts payable		1,450,969
Accrued expenses		257,565
Deferred revenue		26,636,866
Other long term liabilities		(43,811)
Net cash used in operating activities		(1,168,589)
Cash flows used in investing activities:
Capital expenditures		(906,258)
Net cash used in investing activities		(906,258)
Cash flows from financing activities:
Payment on capital lease		(99,210)
Payment on note payable		(67,180)
Net transfer from owners		2,218,067
Net cash provided by financing activities		2,051,677
Net decrease in cash		(23,170)
Cash, beginning of year		57,905
Cash, end of year	$	34,735
Supplemental disclosure of cash flow information:
Interest paid	$	9,481
Noncash financing and investing activities:
Property and equipment acquired under capital lease		517,224
Property and equipment acquired under notes payable		350,236
See accompanying notes to combined financial statements.

(1) Organization and Nature of Operations

Tweddle Group Technologies, LLC (“TGT” or the “Business”) was a majority owned business of a larger private company, Tweddle Group, Inc. (“TG” or “Parent”) and did not operate as a stand-alone company. The Business was established in 2009 to develop and provide a cloud-based connected services platform for vehicles through handset devices and interactive in-vehicle displays.

TGT’s connected services platform offers automotive original equipment manufacturers (OEMs) and Tier 1 automotive suppliers a comprehensive and dynamic solution that supports multiple vehicle connection strategies (bluetooth, WiFi, and embedded cellular). The platform leverages an advanced database, access control and network solutions. The platform provides a mobile portal experience that couples personalized owner services with access and control of their vehicle. The application combines localized guides to restaurants, events, weather, and Internet radio with remote management of vehicle features like remote point of interest control and vehicle locator. In addition, vehicle owners can view their owner manuals and maintenance schedule, and browse merchandise and accessory offerings all from the screen of their smartphone.

(2) Basis of Presentation

The accompanying combined financial statements have been prepared from Parent’s historical accounting records and are presented on a carve-out basis to include the historical financial position, results of operations and cash flows applicable to the Business. These combined financial statements may not necessarily be indicative of the historical results that would have been obtained if the Business had operated on a stand-alone basis during the period presented or the results that may be obtained in the future.

The preparation of these financial statements requires management to make assumptions as to which assets and liabilities carried on the Parent’s books should be included in the combined financial statements, and which Parent activities benefit TGT. The combined results of operations include all revenues and costs directly attributable to TGT, including an allocation of certain Parent costs for functions and services used by TGT. These amounts are reflected in the accompanying combined results of operations as “Allocation of general corporate and other expenses from parent”, and are primarily for treasury, sales, accounting, tax, and human resources services provided by the Parent (see note 8). Advances to and from the Parent related to the above transactions are settled through decreases from and increases to invested capital.

(3) Summary of Significant Accounting Policies

(a) Principles of Combination

The combined financial statements for the Business have been prepared on a basis that is consistent with the Parent’s accounting policies and practices.

(b) Use of Estimates

The preparation of the combined financial statements of the Business in conformity with accounting principles generally accepted in the United States of America requires management

8

TWEDDLE GROUP TECHNOLOGIES, LLC

(a business of Tweddle Group, Inc.)

Notes to Combined Financial Statements

December 31, 2012

to make estimates and assumptions that affect reported amounts. On an ongoing basis, management evaluates its estimates, assumptions and judgments. Significant items subject to such estimates and assumptions include, but are not limited to, revenue recognition, useful lives of long-lived assets, certain accrued expenses and allocations of expenses from the Parent. Management bases its estimates on experience and on various other assumptions that the Business believes to be relevant to the estimate and reasonable under the circumstances. Actual results could differ significantly from those estimates.

(c) Revenue Recognition and Deferred Revenue

The Business recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the fee is fixed or determinable and (iv) collectability is reasonably assured. Certain arrangements may constitute multiple element arrangements. The Business evaluates each delivered element in a multiple-element arrangement to identify the elements that qualify as separate units of accounting. An element constitutes a separate unit of accounting when the delivered item has stand-alone value and delivery of the undelivered element is probable and within the Business’ control.

Hosting service arrangements are entered into with automotive OEM’s and Tier 1 automotive suppliers (the “Customer”) to provide their vehicle owners access to TGT’s cloud-based connected services platform. Neither the Customer or the vehicle owners have the right to take possession of the underlying software. Under the hosting service arrangement, Customers purchase a separate subscription for each vehicle owner that includes (1) connectivity services for a bundle of applications, and related maintenance, for an initial term of 12 to 36 months and (2) support of a music streaming application that continues until the vehicle owner disposes of the automobile. These arrangements are non-cancellable and do not contain refund-type provisions. At the expiration of the initial term, the vehicle owner can renew the connectivity service on a month-to-month or annual basis.

The support of the music streaming application occurs over a longer period than the initial bundled connectivity services. The support of the music streaming application qualifies as a separate unit of accounting and, as such, the total arrangement consideration must be allocated between the obligation to support the music streaming application and the initial bundled connectivity services. The allocation is performed based on the relative selling price of each deliverable group.  The Business determines the selling price for each deliverable using vendor-specific objective evidence (“VSOE”) of selling price, if it exists, or Third Party Evidence (“TPE”) of selling price. Typically, the Business is unable to determine TPE of selling price. Therefore, when neither VSOE nor TPE of selling price exist for a deliverable, the Business uses Estimate of Selling Price (“ESP”) for the purposes of allocating the arrangement consideration.  The Business determines ESP for our services by considering multiple factors including, but not limited to, our price list and discounting practices. Revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for each element. Revenue allocated to the bundled connectivity services is recognized over the initial term of 12 to 36 months. Revenue allocated to the support of the music streaming application is recognized over the longer of the end user’s contractual subscription period or estimated period over which the vehicle owner will use the music streaming application.

9

TWEDDLE GROUP TECHNOLOGIES, LLC

(a business of Tweddle Group, Inc.)

Notes to Combined Financial Statements

December 31, 2012

The Business provides upfront professional services to the Customer to integrate TGT’s proprietary software into the Customer’s vehicle telematics unit. In addition, from time to time, the Business enters into contracts to provide ongoing professional services to Customers to develop new features and enhancements; these are generally fixed fee contracts normally completed within one year and invoiced upon completion of the services and acceptance by the Customer. In determining whether professional services have stand-alone value, the Business considers the following factors: availability of services from other vendors, the nature of the professional services, and the ability of the Customer to benefit from the ongoing professional services separate from the hosting service. To date, no professional services have stand-alone value and, as such, the revenue associated with such professional services have been deferred and are being recognized ratably over the longer of the contractual life of the arrangement with the Customer or the expected life of the relationship with the Customer, with recognition commencing once the revenue recognition criteria are met, which generally occurs only after receiving acceptance from the Customer.

The costs incurred in providing professional services that constitute the development of internal-use software are evaluated for capitalization (see note 3(l)).

The hosting service arrangements occasionally provide service level commitments of specified minimum system availability for various components of the services provided per period, excluding scheduled maintenance and issues resulting from third party service application providers. The failure to meet these service level commitments may require the Business to credit qualifying Customers a portion of the hosting fee. In light of the Business’ historical experience with meeting its service level commitments, the Business does not currently have any reserves for these commitments.

(d) Concentration Risk

Concentration of credit risk relates to trade receivables which arise in the normal course of business.

Revenue to one customer in the U.S. accounted for 100% of total revenue for the year ended December 31, 2012. Two customers in the U.S. accounted for 88% and 12%, respectively, of total accounts receivable as of December 31, 2012.

(e) Cash

Cash in the combined balance sheet represents cash on hand and deposits with a financial institution held locally by the TGT legal entity.

(f) Accounts Receivable

Accounts receivable are recognized net of an allowance for doubtful accounts. The allowance for doubtful accounts receivable reflects the best estimate of losses inherent in the Business' accounts receivable portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other available evidence. Accounts receivable will be written off when management determines they are uncollectible. As of December 31, 2012,

10

TWEDDLE GROUP TECHNOLOGIES, LLC

(a business of Tweddle Group, Inc.)

Notes to Combined Financial Statements

December 31, 2012

the Business determined that the accounts receivable were collectible; therefore, no allowance for doubtful accounts was established. There were no write-offs for accounts receivable in 2012.

(g) Prepaid application provider

The Business enters into arrangements with third party vendors that provide applications and other content used in delivery of their hosting service. Any prepayments made to these vendors are recognized as expense over a 12 or 36 month period based on the term the vendor provides its services.

(h) Property and Equipment

Property and equipment are recorded at historical cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight line method for all assets. Leasehold improvements are depreciated over the shorter of their estimated useful lives or the lease term. Costs of maintenance and repairs are charged to expense when incurred.

Estimated useful lives of the Business’s property and equipment are as follows:

	Years
Machinery and equipment	5
Office equipment	5
Computer equipment and software	3
Leasehold improvements	5

(i) Impairment of Long‑Lived Assets

Management reviews and assesses long‑lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In performing the review for recoverability, management estimates the future cash flows expected to result from the use of the asset. If the sum of the undiscounted expected cash flows is less than the carrying amount of the asset, an impairment loss is recognized based upon the estimated fair value of the asset. To date, there have been no such losses.

(j) Fair Value Measurements

Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques must maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Business considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

11

TWEDDLE GROUP TECHNOLOGIES, LLC

(a business of Tweddle Group, Inc.)

Notes to Combined Financial Statements

December 31, 2012

When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 – Quoted prices in active markets for identical assets or liabilities, accessible to the entity at the measurement date.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 – Unobservable inputs that are not corroborated by market data.

The carrying amounts of the Business’ financial instruments, which include cash and accounts receivable, approximate their fair values due to their short maturities. Based on borrowing rates currently available to the Business for loans with similar terms, the carrying value of the capital lease and note payable balance approximates fair value.

(k) Research and Development Costs

Research and development costs include costs associated with personnel, including salaries and occupancy costs, as well as expenses for outside consultants and contractors related to the development costs for the TGT connected services platform.

(l) Software Development Costs

Costs incurred for the development of the TGT connected services platform are evaluated for capitalization in accordance with the guidance for accounting for the cost of computer software developed or obtained for internal use. This guidance requires companies to capitalize qualifying software costs that are incurred during the application development stage. The Business has not capitalized any costs to date, as the costs incurred during the application development stage were deemed to be minor upgrades and enhancements not separable from maintenance activities.

(m) Interest Expense

The Business incurred interest expense related to a capital lease and note payable which totaled to $9,481 for the year ended December 31, 2012 (see note 10 and note 9). In addition, the Business also incurred an intercompany interest expense of $143,105 on advances made by the Parent for the year ended December 31, 2012 (see note 9).

(n) Income Taxes

Pursuant to provisions of the Internal Revenue Code, the Business has elected to be taxed as a Limited Liability Company. Generally, the income of a Limited Liability Company is not subject to federal income tax at the corporate level, but rather the owners are required to include a pro rata share of the corporation's taxable income or loss in their personal federal income tax returns, irrespective of whether dividends have been paid. Accordingly, no provision for federal income taxes has been made in the accompanying combined financial statements and the business pays tax distributions to its majority owner to assist in paying their share of federal income taxes.

12

TWEDDLE GROUP TECHNOLOGIES, LLC

(a business of Tweddle Group, Inc.)

Notes to Combined Financial Statements

December 31, 2012

The Business is not subject to income taxes in the applicable states it conducts its business activities.

The Business accounts for uncertain tax positions in accordance with generally accepted accounting principles. The tax effects from an uncertain tax position can be recognized in the combined financial statements, only if the position is more likely than not to be sustained on audit, based on the technical merits of the position. The Business recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. Business management has determined that there were no material tax uncertainties requiring a provision as of December 31, 2012.

(4) Prepaid Expenses and Other Current Assets

The components of prepaid expenses and other current assets as of December 31, 2012 are as follows:

Prepaid cost of sales	$	300,000
Deposit account		28,925
Prepaid maintenance		107,749
Other prepaid expenses and current assets		90,529
Prepaid expenses and other current assets	$	527,203

(5) Property and Equipment, Net

The components of property and equipment as of December 31, 2012 are as follows:

Machinery and equipment	$	2,705
Computer equipment and software		4,470,659
Office equipment		271,217
Leasehold improvements		272,605
Total property and equipment		5,017,186
Less accumulated depreciation		(2,290,989)
Property and equipment, net	$	2,726,197

Depreciation and amortization of property and equipment charged to cost of sales, research & development expense and general and administrative expense in the combined results of operations for the year ended December 31, 2012 was $1,389,033.

13

TWEDDLE GROUP TECHNOLOGIES, LLC

(a business of Tweddle Group, Inc.)

Notes to Combined Financial Statements

December 31, 2012

(6) Accrued Expenses

The components of accrued expenses as of December 31, 2012 are as follows:

Accrued vacation	$	376,327
Deferred rent		13,579
Other accrued expenses		93,370
Accrued expenses	$	483,276

(7) Employee Post‑Retirement Benefit Plan

The Business has a 401(k) profit sharing plan covering substantially all employees. Contributions to the plan are made by both the business and eligible employees. Business contributions to the plan are made at the discretion of the board of directors. During the year ended December 31, 2012, contributions to the plan totaled $91,874.

(8) Related Party Transactions and Owners’ Net Investment

(a) Allocation of General Corporate and Other Expenses

The combined financial statements include allocations of costs to reflect certain corporate functions provided by the Parent, including allocations of costs relates to officer and certain corporate employee salaries, rent, depreciation, and accounting, legal, selling, general and administrative expenses. These expenses have been allocated to the Business on the basis of direct usage when identifiable, with the remainder allocated based on headcount and other measures. During the year ended December 31, 2012, the Business was allocated the following functional costs incurred by the Parent, which are included in the combined results of operations as follows:

Selling expenses		$	541,169
General and administrative expenses			382,458
	Total	$	923,627

The expense allocations have been determined on a basis that both the Business and the Parent consider to be a reasonable reflection of the utilization of services provided or the benefit received by the Business during the period presented. The allocations may not, however, reflect the expense the Business would have incurred as a stand-alone company. Actual costs that may have been incurred if the Business had been a stand-alone company would depend on a number of factors, including the chosen organization structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure.

14

TWEDDLE GROUP TECHNOLOGIES, LLC

(a business of Tweddle Group, Inc.)

Notes to Combined Financial Statements

December 31, 2012

(b) Owners’ Net Investment

The net assets are represented by the cumulative investment of owners that is shown as owners’ net investment on the combined statement of changes in owners’ net investment, which comprises owners’ capital and retained earnings of the Business.

During the periods presented, TGT operations participated in the centralized cash management system of Parent. Generally, all cash generated by TGT operations was transferred to Parent. Net cash requirements of TGT operations, if any, will continue to be provided by Parent.

The components of the net transfers from owners for the year ended December 31, 2012 are as follows:

Allocation of overhead/other expenses		$	923,627
Net advances from Owners			1,294,440
	Total net transfers from Owners	$	2,218,067

The total net effect of these intercompany transactions is reflected in the combined statement of cash flows as a financing activity and in the combined balance sheet as owners’ net investment.

(9) Note Payable

In May 2012, the Business entered into a three year financing agreement for computer equipment and software that provided a commitment of $354,065, which is secured by assets purchased under the agreement. The amount outstanding under the agreement as of December 31, 2012 is $286,885. The nominal interest rate on the note payable is 2.017% and the maturity is June 2015. The note payable’s carrying value as of December 31, 2012 is as follows:

Note payable			$	294,174
	Less amount representing interest			(7,289)
		Present value of notes payable obligation		286,885
	Less current portion			(117,019)
		Notes payable obligations, net of current portion	$	169,866

The note payable is payable in equal monthly installments over a term of 36 months. The note payable has annual maturities of $121,727, $121,727, and $50,720 in 2013, 2014, and 2015, respectively.

The Parent charged interest expense on advances to the Business amounting to $143,105 for the year ended December 31, 2012. In addition, the Parent has financed part of the Business with a third party line of credit, which is secured by all assets of the Parent, including assets of the Business. As of December 31, 2012, the Parent did not have an outstanding line of credit balance. The nominal interest rate on the line of credit is the greater of the prime rate or LIBOR plus 2.5%and the maturity is June 2013. None of the debt or related interest expense for the third party line of credit at the Parent level has been assigned to the Business in the combined financial statements.

15

TWEDDLE GROUP TECHNOLOGIES, LLC

(a business of Tweddle Group, Inc.)

Notes to Combined Financial Statements

December 31, 2012

(10) Commitments and Contingencies

(a) Operating Lease

The Business leases one building under a noncancelable lease that expires on December 31, 2016. In connection with the lease, the Business received a leasehold improvement allowance of $119,958. This allowance and predetermined fixed increases of the rent to be paid during the initial lease term has been recognized as a deferred rent liability and is being amortized on a straight line basis over the 5 year lease term. The leasehold improvements are included in property and equipment. Total rental expense for operating leases was $452,631 for the year ended December 31, 2012.

The following is a schedule of future minimum lease payments under the noncancelable operating lease agreement subsequent to December 31, 2012:

Year ending December 31:
2013	$	314,126
2014		324,539
2015		334,952
2016		345,363
Total	$	1,318,980

(b) Capital Lease

In May 2012, the Business entered into a three year capital lease agreement for the rental of computer equipment and software in the amount of $522,877. The capital lease agreement expires in June 2015 which is secured by assets purchased under the agreement.

The following is a schedule of future minimum lease payments under capital the lease agreement subsequent to December 31, 2012:

Year ending December 31:
	2013	$	179,765
	2014		179,765
	2015		74,902
	Total minimum lease payments		434,432
	Less amount representing interest		(10,765)
	Present value of lease obligation		423,667
	Less current portion		(172,812)
	Lease obligations, net of current portion	$	250,855

16

TWEDDLE GROUP TECHNOLOGIES, LLC

(a business of Tweddle Group, Inc.)

Notes to Combined Financial Statements

December 31, 2012

The equipment rented under the capital lease agreement consists of computer equipment and software that has been capitalized. The Business recorded depreciation and amortization related to these assets rents in the amount of $101,909 for the year ended December 31, 2012.

(c) Other Commitments

In May 2012, the Parent entered into an agreement with vendor to provide co‑location managed services administration of information for remote systems infrastructure that is specifically identifiable to the carved‑out entity for thirty six months. Under the agreement, the Business is subject to early termination fees of $479,300 if terminated by May 2013, $407,300 if terminated by May 2014, and $335,300 if terminated prior to May 2015.

(d) Litigation

The Business, from time to time, is involved in legal actions that arise from the normal course of business. Although it is not possible to predict with certainty the outcome of these unresolved legal actions, the Business does not believe that these actions will individually or in the aggregate have a material or adverse effect on the Business’ combined results of operations, financial position or liquidity.

(11) Phantom Stock

The Parent previously implemented a Phantom Stock Plan (the "Plan") granting key employees a cash bonus equal to a fractional share based on the calculated value of the company as of December 31 of each year, as defined in the agreement.  The total amount of cash bonus awards to be made under the Plan for any plan year depends primarily on the Business’ earnings before income taxes for such year as well as a vesting event occurring. No vesting events occurred during the year ended December 31, 2012, and as a result, no fractional shares were awarded and thus no expense or liability has been recognized related to the Plan for the year ended December 31, 2012.

(12) Subsequent Events

On May 31, 2013, the Business was acquired by Nuance Communications, Inc. (“Nuance”) pursuant to an Asset Purchase Agreement, dated as of May 24, 2013. The aggregate consideration payable to the former owners of the Business was $80,045,000, subject to adjustment as provided in the Asset Purchase Agreement. Under terms of the Phantom Stock Plan, the Business paid a total of $1,500,000 of change of control payments to certain employees as a result of the sale of the business.

The Business has evaluated events and transactions that occurred during the period from the balance sheet date through March 28, 2013, except as to this note, which is as of May 31, 2013, the date the Business’ combined financial statements were available to be issued. There were no events or transactions that occurred during the period that materially impacted the amounts or disclosures in the Business’ combined financial statements.

17

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

On May 31, 2013, Nuance Communications, Inc. (“Nuance”) acquired the assets of the Tweddle Group, Inc., a Michigan corporation, and Tweddle Group Technologies, LLC, a Michigan limited liability company (together the “Sellers”), constituting the Technology Solutions Segment ("TGT") of the Sellers pursuant to an Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of May 24, 2013, by and among Nuance, Telluride, Inc., a Delaware corporation and a wholly owned subsidiary of Nuance, Sellers, The Andrew M. Tweddle Revocable Living Trust and Andrew M. Tweddle. The aggregate consideration payable to Sellers was $82.8 million in cash, including a purchase price adjustment as specified in the Asset Purchase Agreement.

On June 1, 2012, Nuance acquired all of the outstanding capital stock of Vlingo Corporation (“Vlingo”), pursuant to an Agreement and Plan of Merger (the “Vlingo Merger Agreement”) by and among Nuance, Vertigo Acquisition Corporation (a Delaware corporation and wholly-owned subsidiary of Nuance), Vlingo, and certain other parties thereto. The net consideration consisted of approximately $200.0 million in cash.

On April 26, 2012, Nuance acquired all of the outstanding capital stock of Transcend Services, Inc. (“Transcend”), pursuant to an Agreement and Plan of Merger (“Transcend Merger Agreement”) by and among Nuance, Townsend Merger Corporation (a wholly-owned subsidiary of Nuance), and Transcend. The aggregate consideration payable to the former stockholders of Transcend was $332.3 million.

On October 6, 2011, Nuance acquired all of the outstanding capital stock of Swype, Inc. (“Swype”), pursuant to an Agreement and Plan of Merger (“Swype Merger Agreement”) by and among Nuance, Sonic Acquisition Corporation (a wholly-owned subsidiary of Nuance), the shareholders of Swype and Adrian Smith, as the representative of the Swype shareholders. The aggregate consideration payable to the former shareholders of Swype was $102.5 million, which consists of cash consideration of $77.5 million and a deferred acquisition payment of $25.0 million. The deferred acquisition payment was contingent upon the continued employment of certain key executives as specified in the Swype Merger Agreement, and was paid in April 2013.

The following unaudited pro forma combined financial information is shown as if Nuance, Swype, Transcend, Vlingo and TGT had been combined as of October 1, 2011 for statement of operations purposes and as if Nuance and TGT had been combined for balance sheet purposes as of March 31, 2013. Swype, Transcend and Vlingo are included in our consolidated balance sheet as of March 31, 2013. The unaudited pro forma combined financial information of Nuance, Swype, Transcend, Vlingo and TGT is based on estimates and assumptions, which have been made solely for purposes of developing such pro forma information. The estimated pro forma adjustments arising from these completed acquisitions are derived from the preliminary purchase consideration and purchase price allocation and do not necessarily represent the final purchase price allocations.

The historical information for Transcend for the period October 1, 2011 to April 26, 2012 has been derived from the unaudited financial information for the seven months ended April 30, 2012. The historical information for Vlingo for the period October 1, 2011 to May 31, 2012 has been derived from the unaudited financial information for the eight months ended May 31, 2012. The historical information for TGT for the period January 1, 2012 to December 31, 2012 has been derived from the audited combined financial statements for the year ended December 31, 2012. The historical financial information for TGT for the period from October 1, 2012 to March 31, 2013 has been derived from the unaudited combined financial information for the six months ended March 31, 2013.

The unaudited pro forma combined financial statements do not include the historical or pro forma financial information for individually insignificant acquisitions, which were acquired by Nuance during fiscal 2012 and 2013. The financial statements for these acquired companies and pro forma financial information for the transactions are not included herein as the transactions were determined not to be “significant” in accordance with the calculations required by Rule 1-02(w) of Regulation S-X of the Securities Exchange Act of 1934, pro forma data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred had the transactions been consummated as of October 1, 2011, nor is the data necessarily indicative of future operating results.

NUANCE COMMUNICATIONS, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the Year Ended September 30, 2012

				Historical Swype									Historical Transcend
	Historical			for the period									for the period
	Nuance for			from									from
	the Year			October 1,									October 1,
	Ended			2011 to									2011 to
	September 30,			October 6,		Pro Forma				Pro Forma			April 30,			Pro Forma				Pro Forma
	2012 (A)			2011 (B)		Adjustments				Combined			2012 (C)			Adjustments				Combined
	(in thousands, except per share amounts)
Revenues:
Product and licensing	$	740,726		$	—	$	—			$	740,726		$	—		$	—			$	740,726
Professional services and hosting	673,943			—		—				673,943			77,904			—				751,847
Maintenance and support	236,840			—		—				236,840			—			—				236,840
Total revenues	1,651,509			—		—				1,651,509			77,904			—				1,729,413
Cost of revenues:
Product and licensing	74,837			—		—				74,837			—			—				74,837
Professional services and hosting	424,733			—		—				424,733			47,675			4,720			(B1)	477,128
Maintenance and support	45,325			—		—				45,325			—			—				45,325
Amortization of intangible assets	60,034			—		—				60,034			—			631			(B2)	60,665
Total cost of revenues	604,929			—		—				604,929			47,675			5,351				657,955
Gross profit (loss)	1,046,580			—		—				1,046,580			30,229			(5,351		)		1,071,458
Operating expenses:
Research and development	225,441			—		—				225,441			3,496			(817		)	(B1)	228,120
Sales and marketing	369,205			—		—				369,205			2,126			—				371,331
General and administrative	163,318			—		—				163,318			22,753			(3,903		)	(B1)	172,468
																(9,700		)	(B3)
Amortization of intangible assets	95,416			—		—				95,416			1,105			3,803			(B2)	100,324
Acquisition related costs, net	58,746			—		(975		)	(A1)	57,771			—			(9,259		)	(B3)	48,512
Restructuring and other charges, net	8,268			—		—				8,268			—			—				8,268
Total operating expenses	920,394			—		(975		)		919,419			29,480			(19,876		)		929,023
Income (loss) from operations	126,186			—		975				127,161			749			14,525				142,435
Other income (expense):
Interest income	2,234			—		—				2,234			100			(565		)	(B4)	1,769
Interest expense	(85,286		)	—		—				(85,286		)	(9		)	—				(85,295		)
Other (expense) income, net	22,168			—		—				22,168			(237		)	—				21,931
Income (loss) before income taxes	65,302			—		975				66,277			603			13,960				80,840
Provision for (benefit from) income taxes	(141,833		)	—		—				(141,833		)	(4,871		)	—				(146,704		)
Net income (loss)	$	207,135		$	—	$	975			$	208,110		$	5,474		$	13,960			$	227,544
Net income per share:
Basic	$	0.67								$	0.67									$	0.73
Diluted	$	0.65								$	0.65									$	0.70
Weighted average common shares outstanding:
Basic	306,371									306,371										306,371
Diluted	320,822									320,822										320,822

2

	Historical Vlingo
	for the period										Historical
	from										TGT
	October 1,										for the year
	2011 to										ended
	May 31,			Pro Forma				Pro Forma			December 31,			Pro Forma				Pro Forma
	2012 (D)			Adjustments				Combined			2012 (E)			Adjustments				Combined
	(in thousands, except per share amounts)
Revenues:
Product and licensing	$	402		$	—			$	741,128		$	—		$	—			$	741,128
Professional services and hosting	3,246			—				755,093			4,440			—				759,533
Maintenance and support	—			—				236,840			—			—				236,840
Total revenues	3,648			—				1,733,061			4,440			—				1,737,501
Cost of revenues:
Product and licensing	27			—				74,864			—			—				74,864
Professional services and hosting	3,758			—				480,886			9,674			—				490,560
Maintenance and support	—			—				45,325			—			—				45,325
Amortization of intangible assets	245			219			(C1)	61,129			—			957			(D1)	62,086
Total cost of revenues	4,030			219				662,204			9,674			957				672,835
Gross profit (loss)	(382		)	(219		)		1,070,857			(5,234		)	(957		)		1,064,666
Operating expenses:
Research and development	5,264			—				233,384			10,546			—				243,930
Sales and marketing	3,854			—				375,185			1,052			—				376,237
General and administrative	6,786			(3,064		)	(C3)	176,190			1,973			—				178,163
	—			—				—			—			—				—
Amortization of intangible assets	171			57			(C1)	100,552			—			2,689			(D1)	103,241
Acquisition related costs, net	—			(7,876		)	(C3)	40,636			—			—				40,636
Restructuring and other charges, net	—			—				8,268			—			—				8,268
Total operating expenses	16,075			(10,883		)		934,215			13,571			2,689				950,475
Income (loss) from operations	(16,457		)	10,664				136,642			(18,805		)	(3,646		)		114,191
Other income (expense):
Interest income	—			(382		)	(C2)	1,387			—			(146		)	(D2)	1,241
Interest expense	(1,088		)	1,088			(C4)	(85,295		)	(153		)	153			(D3)	(85,295		)
Other (expense) income, net	(282		)	(13,444		)	(C5)	8,205			—			—				8,205
Income (loss) before income taxes	(17,827		)	(2,074		)		60,939			(18,958		)	(3,639		)		38,342
Provision for (benefit from) income taxes	4			—				(146,700		)	—			(8,700		)	(D4)	(155,400		)
Net income (loss)	$	(17,831	)	$	(2,074	)		$	207,639		$	(18,958	)	$	5,061			$	193,742
Net income per share:
Basic								$	0.67									$	0.63
Diluted								$	0.65									$	0.60
Weighted average common shares outstanding:
Basic								306,371										306,371
Diluted								320,822										320,822

See accompanying Notes to Unaudited Pro Forma Combined Financial Statements.

3

(A) As reported in Nuance's Form 10-K for the year ended September 30, 2012 as filed with the SEC.

(B) The results of operations for Swype are included in the reported Nuance amounts from its acquisition date of October 6, 2011. The activity for the period October 1, 2011 through October 5, 2011 is not material.

(C) As derived from Transcend's unaudited consolidated information for the seven months ended April 30, 2012.

(D) As derived from Vlingo's unaudited financial information for the eight months ended May 31, 2012.

(E) As derived from TGT's audited combined financial statements for the year ended December 31, 2012.

4

NUANCE COMMUNICATIONS, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the Six Months Ended March 31, 2013

	Historical			Historical
	Nuance for the			TGT for the
	Six months ended			Six months ended			Pro Forma				Pro Forma
	March 31, 2013 (A)			March 31, 2013 (B)			Adjustments				Combined
	(in thousands, except per share amounts)
Revenues:
Product and licensing	$	371,786		$	—		$	—			$	371,786
Professional services and hosting	413,569			4,546			—				418,115
Maintenance and support	127,912			—			—				127,912
Total revenues	913,267			4,546			—				917,813
Cost of revenues:
Product and licensing	49,252			—			—				49,252
Professional services and hosting	263,690			6,757			—				270,447
Maintenance and support	27,895			—			—				27,895
Amortization of intangible assets	32,920			—			479			(D1)	33,399
Total cost of revenues	373,757			6,757			479				380,993
Gross profit (loss)	539,510			(2,211		)	(479		)		536,820
Operating expenses:
Research and development	141,274			6,126			—				147,400
Sales and marketing	215,483			702			—				216,185
General and administrative	74,774			1,106			—				75,880
Amortization of intangible assets	51,427			—			1,345			(D1)	52,772
Acquisition related costs, net	31,181			—			(1,595		)	(D5)	29,586
Restructuring and other charges, net	6,729			—			—				6,729
Total operating expenses	520,868			7,934			(250		)		528,552
Income (loss) from operations	18,642			(10,145		)	(229		)		8,268
Other income (expense):											—
Interest income	943			—			(59		)	(D2)	884
Interest expense	(67,995		)	(97		)	97			(D3)	(67,995		)
Other (expense) income, net	(7,421		)	—			—				(7,421		)
Income (loss) before income taxes	(55,831		)	(10,242		)	(191		)		(66,264		)
Provision for (benefit from) income taxes	(7,887		)	—			(3,971		)	(D4)	(11,858		)
Net income (loss)	$	(47,944	)	$	(10,242	)	$	3,780			$	(54,406	)
Net income per share:
Basic	$	(0.15	)								$	(0.17	)
Diluted	$	(0.15	)								$	(0.17	)
Weighted average common shares outstanding:
Basic	314,006										314,006
Diluted	314,006										314,006

See accompanying Notes to Unaudited Pro Forma Combined Financial Statements.

(A) As reported in Nuance’s Form 10-Q for the six months ended March 31, 2013 as filed with the SEC.

(B) As derived from TGT's unaudited financial information for the six months ended March 31, 2013.

5

NUANCE COMMUNICATIONS, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

As of March 31, 2013

	Historical			Historical
	Nuance at			TGT at			Pro Forma				Pro Forma
	March 31, 2013 (A)			March 31, 2013 (B)			Adjustments				Combined
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	1,005,302		$	25		$	(82,862	)	(D6)	$	922,465
Accounts receivable, net	372,571			6,270			—				378,841
Prepaid expenses and other current assets	108,333			3,279			—				111,612
Deferred tax asset	82,565			—			—				82,565
Total current assets	1,568,771			9,574			(82,862		)		1,495,483
Land, building and equipment, net	132,648			2,340			—				134,988
Goodwill	3,224,086			—			47,171			(D7)	3,271,257
Other intangible assets, net	969,372			—			30,900			(D8)	1,000,272
Other assets	195,863			4,003			—				199,866
Total assets	$	6,090,740		$	15,917		$	(4,791	)		$	6,101,866
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital leases	$	4,847		$	291		$	(291	)	(D6)	$	4,847
Contingent and deferred acquisition payments	25,007			—			—				25,007
Accounts payable	119,367			1,983			—				121,350
Accrued expenses and other current liabilities	169,324			550			—				169,874
Deferred revenue	249,934			12,790			(9,099		)	(D9)	253,625
Total current liabilities	568,479			15,614			(9,390		)		574,703
Long-term portion of debt and capital leases	2,336,750			347			(347		)	(D6)	2,336,750
Deferred revenue, net of current portion	138,354			23,950			(19,147		)	(D9)	143,157
Deferred tax liability	189,282			—			—				189,282
Other liabilities	89,018			99			—				89,117
Total liabilities	3,321,883			40,010			(28,884		)		3,333,009
Commitments and contingencies
Stockholders' equity:
Preferred stock	4,631			—			—				4,631
Common stock	321			—			—				321
Additional paid-in capital	3,007,517			—			—				3,007,517
Treasury stock, at cost	(16,788		)	—			—				(16,788		)
Accumulated other comprehensive loss	(17,725		)	—			—				(17,725		)
Accumulated deficit	(209,099		)	(24,093		)	24,093			(D10)	(209,099		)
Total stockholders' equity	2,768,857			(24,093		)	24,093				2,768,857
Total liabilities and stockholders' equity	$	6,090,740		$	15,917		$	(4,791	)		$	6,101,866

See accompanying Notes to Unaudited Pro Forma Combined Financial Statements.

(A) As reported in Nuance’s Form 10-Q for the six months ended March 31, 2013 as filed with the SEC.

(B) As derived from TGT's unaudited interim condensed combined financial statements as of March 31, 2013.

6

NOTES TO UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRO FORMA PRESENTATION

The pro forma data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred had the transactions been consummated as of October 1, 2011. Pro forma adjustments reflect only those adjustments which are factually determinable and do not include the impact of contingencies which will not be known until the resolution of the contingency. The preliminary purchase consideration and purchase price allocation has been presented and does not necessarily represent the final purchase price allocation. The preliminary allocations of the purchase consideration to tangible and intangible assets acquired and liabilities assumed herein were based upon preliminary valuations and our estimates and assumptions are still subject to change.

2. PRELIMINARY PURCHASE PRICE ALLOCATION

A summary of the purchase price allocations for the acquisition of TGT are as follows (in thousands):

Total purchase consideration paid in cash	$	82,837
Allocation of the purchase consideration:
Current assets	$	9,549
Other assets	6,343
Identifiable intangible assets	30,900
Goodwill	47,171
Total assets acquired	93,963
Current liabilities	6,224
Other liabilities	4,902
Total liabilities assumed	11,126
Net assets acquired	$	82,837

3. PRO FORMA ADJUSTMENTS

The following pro forma adjustments are based on preliminary estimates, which may change as additional information is obtained:

Swype

(A1) Adjustment to eliminate transactions costs directly attributable to the acquisition of Swype.

Transcend

(B1) Adjustment to reclassify certain operating costs to conform with Nuance accounting policies.

(B2) Adjustment to eliminate amortization expense of $1.1 million on historical Transcend intangible assets.

Adjustment to record $5.5 million amortization expense for the $142.2 million of acquired intangible assets for Transcend. Acquired intangible assets will be amortized using the straight line method except for customer relationships which will be amortized over a term consistent with the related future cash flow stream. The estimated weighted average useful life of the acquired identifiable intangible assets is 12.3 years.

(B3) Adjustment to eliminate transaction costs directly attributable to the acquisition of Transcend.

(B4) Adjustment to reduce interest income by applying the rate of return for the respective period to the assumed net decrease in cash used to fund the acquisition.

Vlingo

(C1) Adjustment to eliminate amortization expense of $0.4 million on historical Vlingo intangible assets.

Adjustment to record $0.7 million amortization expense for the $29.8 million of acquired intangible assets for Vlingo. Acquired intangible assets will be amortized using the straight line method except for customer relationships which will be amortized over

7

NOTES TO UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS

a term consistent with the related future cash flow stream. The estimated weighted average useful life of the acquired identifiable intangible assets is 12.5 years.

(C2) Adjustment to reduce interest income by applying the rate of return for the respective period to the assumed net decrease in cash used to fund the acquisition.

(C3) Adjustment to eliminate transaction costs directly attributable to the acquisition of Vlingo.

(C4) Adjustment to eliminate historical interest expense relating to the existing financial indebtedness that was canceled pursuant to the acquisition of Vlingo.

(C5) Adjustment to eliminate the $13.7 million gain reflecting the fair value adjustment as a result of the conversion of our original investment in the non-controlling interest upon the closing of the Vlingo acquisition, together with the elimination of the change in fair value of Vlingo's historical preferred stock warrants and the success fee derivative related to the long-term debt that were canceled as part of the acquisition.

TGT

(D1) Adjustment to record $3.6 million and $1.8 million amortization expense for the $30.9 million of acquired intangible assets for TGT for the year ended September 30, 2012 and the six months ended March 31, 2013, respectively. Acquired intangible assets will be amortized using the straight line method except for customer relationships which will be amortized over a term consistent with the related future cash flow stream. The estimated weighted average useful life of the acquired identifiable intangible assets is 8.6 years.

(D2) Adjustment to reduce interest income by applying the rate of return for the respective period to the assumed net decrease in cash used to fund the acquisition.

(D3) Adjustment to eliminate historical interest expense relating to the existing financial indebtedness that was canceled pursuant to the TGT acquisition agreement.

(D4) Adjustment to record the benefit from income taxes on the TGT operating loss.

(D5) Adjustment to eliminate transaction costs directly attributable to the acquisition of TGT.

(D6) Adjustment to record cash consideration of $82.8 million paid to the sellers in connection with the acquisition of TGT.

Adjustment to eliminate cash retained by the seller and the TGT canceled debt.

(D7) Adjustment to record goodwill of $47.2 million for the purchase price in excess of the preliminary fair value of assets acquired and liabilities assumed.

(D8) Adjustment to record the fair value of the acquired intangible assets of $30.9 million, which consist primarily of customer relationships. The acquisition of TGT was structured as the purchase of the business assets, and therefore the goodwill and intangible assets will be deductible for tax purposes. As a result, no deferred taxes have been recorded in the opening balance sheet for these items.

(D9) Adjustment to reduce the historical deferred revenue and related deferred costs for TGT and to record the estimated fair value.

(D10) Adjustment to eliminate the historical equity of TGT.

8