DEFA14A 1 ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Securities Exchange Act of 1934

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MENTOR GRAPHICS CORPORATION
(Name of Registrant as Specified In Its Charter)
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Walden C. Rhines
Chairman & CEO
May 2011
FY 2011 Annual
Shareholder Meeting

©
2011 Mentor Graphics Corp.
www.mentor.com
Forward-Looking Statements
2
Annual
Shareholder
Meeting
-
May
2011
This presentation and commentary may contain “forward-looking” statements based on current
expectations within the meaning of the Securities Exchange Act of 1934. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Company or industry results to be materially different from
any results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following: (i) weakness or recession in the US, EU, Japan or
other economies; (ii) the Company’s ability to successfully offer products and services that compete in
the highly competitive EDA industry; (iii) product bundling or discounting of products and services by
competitors, which could force the Company to lower its prices or offer other more favorable terms to
customers; (iv) possible delayed or canceled customer orders, a loss of key personnel or other
consequences resulting from the business disruption and uncertainty of prolonged proxy fights, offers to
purchase the Company’s securities or other actions of activist shareholders; (v) effects of the increasing
volatility of foreign currency fluctuations on the Company’s business and operating results; (vi) changes
in accounting or reporting rules or interpretations; (vii) the impact of tax audits by the IRS or other
taxing authorities, or changes in the tax laws, regulations or enforcement practices where the Company
does business; (viii) effects of unanticipated shifts in product mix on gross margin; and (ix) effects of
customer seasonal purchasing patterns and the timing of significant orders, which may negatively or
positively impact the Company’s quarterly results of operations, all as may be discussed in more detail
under the heading “Risk Factors” in the Company’s most recent Form 10-K or Form 10-Q. Given these
uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking
statements. In addition, statements regarding guidance do not reflect potential impacts of mergers or
acquisitions that have not been announced or closed as of the time the statements are made. The
Company disclaims any obligation to update any such factors or to publicly announce the results of any
revisions to any of the forward-looking statements to reflect future events or developments.

©
2011 Mentor Graphics Corp.
www.mentor.com
FY 2011 Results
Revenue of $915 million, up 14% from FY 2010
Non-GAAP EPS of $0.70, an increase of 49%
*
—
GAAP EPS of $0.26 compared to a GAAP loss per share
of $0.23 in FY 2010
Bookings up 30% for the year
All regions showed bookings growth for the year
Second largest provider of EDA software and support
3
Annual
Shareholder
Meeting
-
May
2011
*A reconciliation of non-GAAP to GAAP results is available in the Company’s press released dated March 3, 2011

©
2011 Mentor Graphics Corp.
www.mentor.com
What Is Electronic Design Automation?
Critical design software used to create the world’s
electronic systems
Comprehensive EDA product portfolios address all levels –
from component to systems
4
Annual
Shareholder
Meeting
-
May
2011
Integrated
Circuit (IC)
Printed Circuit
Board (PCB)
Systems

©
2011 Mentor Graphics Corp.
www.mentor.com
EDA Product Segments
Source:  Gary Smith EDA Market Trends 2010 and Mentor Graphics analysis
5
Annual
Shareholder
Meeting
-
May
2011
EDA Product Segments >$1M of Sales

©
2011 Mentor Graphics Corp.
www.mentor.com
#1 Supplier in Each EDA Product Segment
Averages 66% Revenue Share
Largest EDA Product Segments
SNPS
CDNS
MENT
SNPS
Other
SNPS
MENT
CDNS
MENT
Other
MENT
6
Source:  Gary Smith EDA Market Trends, 2010 and Mentor analysis
6
Annual
Shareholder
Meeting
-
May
2011

Mentor –
Reporting Categories
7
Integrated
System Design
PCB
Scalable
Verification
New & Emerging
Markets
IC Design-
to-Silicon
Tools for printed
circuit  board (PCB)
and design and field
programmable gate
array (FPGA) design
Used to examine
and verify
functionality before
committing to silicon
Tools to create
integrated circuits
(ICs) for 90nm and
smaller
Products targeting
new and emerging
markets
Description
Expedition
Mechanical Analysis
PADS
Valor
Precision Synthesis
ModelSim
Questa
Veloce
(Emulation)
ADVance
MS
Calibre
Platform
IC Custom Design
Olympus-SoC
Place & Route
Transportation
Embedded
Software
Design-for-Test
Key Product Areas
25%
25%
30%
15%
*Percent of FY11
Revenue
*
Services & Other account for 5% of FY 11 revenue of $915 million.
Annual
Shareholder
Meeting
-
May
2011
©
2011 Mentor Graphics Corp.
www.mentor.com

8
Mentor Focuses on Product Categories
Where We Can Be #1
30%
70%
80%
80%
80%
85%
85%
87%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
0
100
200
300
400
500
600
700
800
CY1996
CY1999
CY2002
CY2005
CY2006
FY2008
FY2009
FY2010
Product Revenue from Leadership Positions
($ millions)
(% Revenue)
Source:  Gary Smith EDA Market Trends, 2010 & MGC Analysis
$136
$360
$480
$570
$635
$753
$674
$700
Annual
Shareholder
Meeting
-
May
2011
©
2011 Mentor Graphics Corp.
www.mentor.com
Product revenue where Mentor is #1 or  primary contender for the #1 market position 

Strategy Based upon Being #1
9
Annual Shareholder Meeting -
May 2011
©
2011 Mentor Graphics Corp.
www.mentor.com

Multi-Disciplined
Collaborative
and
Concurrent Design
Mentor Graphics delivers
paradigm shift in
PCB systems design
2008-2010
The Evolution of Mentor’s Leadership in PCB
10
Board Station Product Group Enterprise Board Design
2000 –
Data Management Systems
2002 –
Personal Board Design
2006 –
PCB/Supply Chain
Collaboration
1999 –
Expedition
2008 –
System Thermal
Analysis
2010 –
Design for Manufacturing and
Manufacturing Execution Systems Reliability
High-frequency 3D analysis
Annual
Shareholder
Meeting
-
May
2011
st
Graphical
Schematic
And Layout
1980s
Mentor Graphics
1
product
Board Station
©
2011 Mentor Graphics Corp.
www.mentor.com

Mentor Worldwide PCB Revenue Share
Source:  Gary Smith EDA
11
Annual
Shareholder
Meeting
-
May
2011
©
2011 Mentor Graphics Corp.
www.mentor.com

©
2011 Mentor Graphics Corp.
www.mentor.com
Strategy Based upon Being #1
12
Expand Existing #1 Positions
Focus R&D to build upon strengths
Expand from point tools to platforms
Pursue adjacencies capitalizing technology and channel
Detect Discontinuities
Requirements change ….
Incumbent fails …
Transportation
Embedded
Annual
Shareholder
Meeting
-
May
2011
New and Emerging

©
2011 Mentor Graphics Corp.
www.mentor.com
13
Moore’s Law: IC Complexity Steadily Rises,
Creating Opportunities for EDA
1979
29,000
Transistors
8088
1982
134,000
Transistors
286
1985
275,000
Transistors
386
1989
1,290,000
Transistors
486
1993
3.1M+
Transistors
Pentium
1995
5.5M+
Transistors
Pentium Pro
1997
7.5M+
Transistors
Pentium II
2000
42M
Transistors
Pentium 4
2004
592M
Transistors
Itanium 2
(9MB cache)
2002
220M
Transistors
Itanium 2
2008
2.0B
Transistors
Tukwila
2010
3B
Transistors
Annual Shareholder Meeting -
May 2011

©
2011 Mentor Graphics Corp.
www.mentor.com
Discontinuity Leads to Success
14
Calibre nmDRC
Calibre Pattern Matching
Calibre Automatic Waivers
Calibre nmLVS
Calibre InRoute
Calibre xRC
Calibre xACT-3D
Calibre xL
Calibre PERC
Calibre DESIGNrev
Calibre Interactive
Calibre RVE
Calibre LFD
Calibre CMP Analyzer
Calibre YieldAnalyzer
Calibre YieldEnhancer
Calibre nmOPC (RET)
Calibre OPCverify
Calibre nmMPC
Calibre MDP
1996
Calibre
Point
Tool
~
$1.1M
Revenue
2011
Calibre nm Platform
Approaching $300M
Revenue
2011 Calibre Platform
Building upon a #1 Position
Annual Shareholder Meeting -
May 2011

©
2011 Mentor Graphics Corp.
www.mentor.com
Functional Verification Discontinuity
Drives Emulation
5 hour simulation
46 second emulation
400X speedup
15
Annual
Shareholder
Meeting
-
May
2011
Veloce system 5X faster in competitive runoff
2 million gate mobile display processor
—
A major telecommunications systems company

©
2011 Mentor Graphics Corp.
www.mentor.com
Functional Verification Discontinuity
Mentor’s emulation market share
more than doubled in FY 2010
16
Annual Shareholder Meeting -
May 2011

©
2011 Mentor Graphics Corp.
www.mentor.com
Strategy Based upon Being #1
17
Annual
Shareholder
Meeting
-
May
2011
Expand Existing #1 Positions
Focus R&D to build upon strengths
Expand from point tools to platforms
Pursue adjacencies capitalizing technology and channel
Detect Discontinuities
Requirements change ….
Incumbent fails …
New and Emerging
Transportation
Embedded

©
2011 Mentor Graphics Corp.
www.mentor.com
System Design Automation
18
Collision Avoidance
Automated Highway
Navigation &
Trip Computer
Entertainment
Electrochromic
Glass
Active Noise Cancellation
Communication
Lighting
Engine & Emissions
Management
Traction Control
Vehicle Stability
Low Tire
Pressure
Monitors
Airbag
Deployment
System
Security Systems
Multi-Zone Automatic
Climate Control
Lane Departure
Warning
Continuously Variable
Transmission
Engine Management
Antilock Braking
Active Suspension
Annual Shareholder Meeting -
May 2011

©
2011 Mentor Graphics Corp.
www.mentor.com
CHS
Electrical
System Design
and
Wire Harness
Engineering
System Vision
and
Mechatronics
Analysis
Volcano
Network Design
and Analysis
Mentor‘s Transportation Solutions
Transportation has accounted for approximately 15%
of product bookings in recent quarters
19
Annual
Shareholder
Meeting
-
May
2011

Transportation –
A Growing Opportunity for Mentor
20
Annual
Shareholder
Meeting
-
May
2011

©
2011 Mentor Graphics Corp.
www.mentor.com
Mentor Graphics’
Strategy is Working:
Q1 FY12 Pre-Release
Expect results to exceed prior revenue estimates with
revenue of about $230 million, up over 25% from Q1
FY11
Non-GAAP earnings expected to be in range of $0.18
to $0.20 share vs. a loss per share of $0.02 in Q1 FY11
*
—
GAAP loss in the range of $0.02 to $0.06 per share vs. a loss per
share of $0.22 in Q1 FY11
Expect non-GAAP operating margin of about 14% and
GAAP operating margin of approximately 8%
Full fiscal first quarter results on May 27, 2011
21
*A reconciliation of non-GAAP to GAAP results is available in the Company’s press released dated May 5, 2011
Annual
Shareholders
Meeting
-
May
2011

©
2011 Mentor Graphics Corp.
www.mentor.com
Summary: Company Strategy is Working
Total market share has grown over 30% in last 3 years
Strong end-of-year momentum –
bookings, revenue, new
customers, consulting, training, support reinstatements and SW
and HW benchmark activity
Existing businesses and new businesses contributed to record
fiscal 2011 revenues
Fiscal 2012 revenue estimates of approximately $1 billion
represents 9% revenue growth, with significantly stronger
earnings growth
22
Mentor Graphics Investor Presentation, April 2011
22

©
2011 Mentor Graphics Corp.
www.mentor.com
23

©
2011 Mentor Graphics Corp.
www.mentor.com
24
Estimated
Q1 FY12
Q1 FY11
Diluted GAAP net income (loss) per share
$(0.06) -
$(0.02)
$        (0.22)
Non-GAAP Adjustments:
Amortization of purchased intangible assets (1)
0.03
0.04
Amortization of other identified intangible assets (2)
0.02
0.03
Equity plan-related compensation (3)
0.05
0.06
Special charges (4)
0.03
0.03
Other expense, net and interest expense (5)
0.11
0.01
Non-GAAP income tax effects (6)
(0.00) -
(0.02)
0.03
Non-GAAP net income (loss) per share
$0.18 -
$0.20
$        (0.02)

©
2011 Mentor Graphics Corp.
www.mentor.com
25
MENTOR GRAPHICS CORPORATION
UNAUDITED
RECONCILIATION
OF
GAAP
FINANCIAL
MEASURES
TO
NON-GAAP
FINANCIAL
MEASURES
(In thousands, except percentages)
Estimated
Three Months Ended April 30, 2011
Q1 FY12
GAAP operating income
$        17,394
Reconciling items to non-GAAP operating income:
Amortization of Frontline purchased technology and other
1,242
identified intangible assets
Equity plan-related compensation
5,097
Amortization of purchased intangible assets:
Cost of revenues
3,357
Amortization of intangible assets
1,611
Special Charges
3,759
Non-GAAP operating income
$        32,460
Three Months Ended April 30, 2011
Q1 FY12
GAAP operating income as a percent of total revenues
8%
Non-GAAP adjustments detailed above
6%
Non-GAAP operating income as a percent of total revenues
14%