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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



---



FORM 10-K



|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



or



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------



For the transition period from
 to



Commission File Number: 000-32417



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VERISITY LTD.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Israel                                                         |  | Not Applicable                      
|(State or other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|331 E. Evelyn Avenue, Mountain View, California                |  | 94041                               
|(Address of principal US executive offices)                    |  | (Zip Code)                          



(650) 934-6800

(Registrants telephone number, including area code)



Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K. ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    Yes  x    No ̈



The aggregate market value of the voting shares held by non-affiliates of
the registrant, based upon the closing sale price of the ordinary shares on June 30, 2004, as reported on the Nasdaq National Market, was approximately $97,859,820. Ordinary shares held by each executive officer and director and by each person who
owns 5% or more of the outstanding ordinary shares have been excluded in that such persons may be deemed to be affiliates. This determination of affiliates status is not necessarily a conclusive determination for other purposes.



Securities registered pursuant to Section 12(b) of the act:



None



Securities registered pursuant to Section 12(g) of the act:



Ordinary shares, par value 0.01 NIS per share





As of February 28, 2005, there were 24,461,786 of registrants ordinary shares, par value 0.01 NIS per share, outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



Part III incorporates certain information by reference from the registrants definitive proxy statement (the Proxy Statement) for
the 2005 Annual General Meeting of Shareholders.

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VERISITY LTD.



ANNUAL REPORT ON FORM
10-K

For the Year Ended December 31, 2004



INDEX



|                                                         |  |                                                                                       |  |   
|-------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | --
|PART I                                                   |  |                                                                                      
|                                                         |  |                                                                                      
|Item 1.                                                  |  | Business                                                                              |  | 1 
|Item 2.                                                  |  | Properties                                                                            |  | 16
|Item 3.                                                  |  | Legal Proceedings                                                                     |  | 16
|Item 4.                                                  |  | Submission of matters to a vote of security holders                                   |  | 16
|                                                         | 
|PART II                                                  |  |                                                                                      
|                                                         |  |                                                                                      
|Item 5.                                                  |  | Market for registrants ordinary equity and related shareholder matters               |  | 17
|Item 6.                                                  |  | Selected financial data                                                               |  | 18
|Item 7.                                                  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 19
|Item 7A.                                                 |  | Qualitative and Quantitative Disclosures About Market Risk                            |  | 31
|Item 8.                                                  |  | Financial statements and supplementary data                                           |  | 42
|Item 9.                                                  |  | Changes in and disagreements with accountants on accounting and financial disclosures |  | 43
|Item 9A.                                                 |  | Controls and procedures                                                               |  | 43
|Item 9B.                                                 |  | Other information                                                                     |  | 44
|                                                         | 
|PART III                                                 |  |                                                                                      
|                                                         |  |                                                                                      
|Item 10.                                                 |  | Directors and executive officers of the registrant                                    |  | 45
|Item 11.                                                 |  | Executive compensation                                                                |  | 45
|Item 12.                                                 |  | Security ownership of certain beneficial owners and management                        |  | 45
|Item 13.                                                 |  | Certain relationships and related transactions                                        |  | 45
|Item 14.                                                 |  | Principal Accountant fees and services                                                |  | 45
|                                                         | 
|PART IV                                                  |  |                                                                                      
|                                                         |  |                                                                                      
|Item 15.                                                 |  | Exhibits, financial statement schedules and reports on form 8-K                       |  | 46
|                                                         |  | Exhibit Index                                                                         |  | 46
|                                                         | 
|Signatures                                               |  | 50                                                                                   
|                                                         | 
|Index to consolidated financial statements               |  | F-1                                                                                  
|                                                         | 
|Reports of Independent Registered Public Accounting Firm |  | F-2                                                                                  



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The statements contained in this Form 10-K that are not purely historical are forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, without limitation, statements regarding our expectations, beliefs, intentions or strategies regarding the future. All forward-looking
statements included in this Form 10-K are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. These statements involve known and unknown risks, uncertainties and other
factors, which may cause our actual results to differ materially from those implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, will,
should, expects, plans, anticipates, believes, estimates, predicts, potential, or continue, or the negative of these terms or other
comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Important factors that may cause
actual results to differ from expectations include those discussed in Risk Factors.



PART I



ITEM 1.    BUSINESS



Overview



Verisity Ltd. (Verisity
or we) provides proprietary technologies, software and hardware products used to efficiently verify designs of electronic systems and complex integrated circuits that are essential to virtually every high growth segment of the
electronics industry. Our functional verification products automate critical steps in the process of determining whether systems and integrated circuits, or ICs, conform to their design specifications. By facilitating the identification of design
flaws, we enable our customers to deliver higher quality products to market in less time, while helping them to reduce product development costs.



Verisity Ltd., an Israeli corporation, was founded in September 1995 and commenced operations in January 1996. We wholly own the following subsidiaries:
(1) Verisity Design, Inc.founded in June 1996, and located in the U.S., (2) Verisity Design EURLheadquartered in France, founded in July 1999, includes U.K. operations, (3) Verisity Design GMBHfounded in Germany in September, 1999,
includes operations in Sweden, and (4) Verisity Design Canadafounded in Canada in July 2000.



On February 9, 2004, we completed our acquisition of Axis Systems, Inc. (Axis), a company that provides certification and simulation
software/hardware system solutions that enable System-on-Chip designers to verify the accuracy, optimization and functionality of integrated circuits. Axis offers a unique, third-generation simulation technology that combines all languages and
required engines for hardware, embedded software and system-level verification. The acquisition enables Verisity to create a comprehensive and highly differentiated VPA platform to exploit multiple discontinuities in the rapidly changing functional
verification market. For more information regarding the terms of the acquisition, please see our filings with the SEC made in connection with the acquisition. The acquisition was accounted for under the purchase method of accounting. Under the
purchase method of accounting, the total estimated purchase price is allocated to Axiss net tangible and intangible assets based on their estimated fair values as of the date of the completion of the merger. The purchase price exceeded the net
assets acquired resulting in the recognition of goodwill. Certain intangible assets and deferred compensation related to the merger will result in non-cash amortization expenses being reported over the useful life of the intangible assets and
vesting period of the underlying compensation, respectively.



Following the completion of the acquisition, the results of operations of Axis have been included in our consolidated financial statements. Accordingly, our results of operations for the year ended December 31, 2004 reflect Axiss
operations since February 10, 2004, while our results of operations for the comparable 2003 period reflect only Verisitys historical operations.



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Verisitys primary objective in acquiring Axis was for the combined Company to achieve the
following:



| | · |  | Axiss complementary technologies and products in the functional verification market provide Verisity with a more comprehensive and highly differentiated verification process
automation (VPA) platform that can take complex electronic design projects from specification to verification closure. Verisity believes that the combined company will have the ability to more fully penetrate and expand its existing customer base
and broaden its target market to include simulation, acceleration and emulation by integrating certain key technologies of each company into new products as well as merging existing product lines;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Axiss intellectual property portfolio and related expertise, especially intellectual property relating to third generation simulation technology that can serve as a software
simulator, an accelerator, or an in-system emulator. This technology is packaged into three tightly linked solutions: (i) Xsim, a mixed Verilog, VHDL, and SystemC event-based simulator, (ii) Xtreme, a recompiled version of the simulator that is
targeted to run on a high performance parallel processing machine, and (iii) XoC, an extension of Xtreme that enables the co-verification of hardware with embedded software.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Access to Axiss customer relationships, providing cross-selling opportunities to existing customers as well as opportunities to build new relationships and better leverage the
combined sales and marketing resources of both companies while providing a much broader range of VPA solutions and methodologies to its combined customer base.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We attributed particular value to several of Axiss technologies, beyond our existing product lines, which we plan to
integrate with several of our own technologies to create new products which will significantly enhance and broaden our VPA platform offerings and allow us to address a much larger target market, as mentioned above. Moreover, these underlying Axis
technologies are mature, high performance and highly interoperable and we expect that they will significantly reduce our integration time and time to market for new products, as compared to developing similar technologies and products through our
own internal development efforts.



On January 12, 2005, we
announced that we had entered into an Agreement and Plan of Merger with Cadence Design Systems, Inc., a Delaware corporation (Cadence), and Scioto River Ltd., an Israeli corporation and wholly owned subsidiary of Cadence (Scioto
River). Under the terms of the merger agreement, Scioto River will be merged with and into us and each outstanding ordinary share of Verisity will be converted into the right to receive $12.00 in cash without interest, as described in Section
1.8(a) of the merger agreement. Following the merger, we will continue as the surviving corporation, and the separate corporate existence of Scioto River shall cease. The merger is subject to approval by our shareholders and other customary
conditions. Our shareholders meeting to vote on the merger is scheduled for March 30, 2005. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on February 25, 2005.



We make available free of charge on or through our Internet website our
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and
Exchange Commission. Investors can find these reports on the Investor Relations web site located at http://www.verisity.com.



Industry Background



The communications, consumer electronics and computers segments as well as other segments of the global electronics industry continue to expand. Within
these segments, devices such as high speed network routers, mobile telephones, personal digital assistants and Internet appliances are revolutionizing the way businesses and consumers interact and exchange information. These devices are all examples
of complex electronic systems that are comprised of Integrated Circuits (ICs), which implement their key functions. Over the past decade, rapidly growing demand for smaller, faster, more power efficient and increasingly reliable communications and
computing devices has created a significant market opportunity for companies to develop more complex systems and ICs that integrate a greater number of highly sophisticated functions.



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Advances in system and IC complexity



During the past two decades, systems and the ICs used within them have
become increasingly complex in response to business and consumer demand. In 1980, the most complex ICs contained tens of thousands of transistors, which are the basic building blocks of ICs. Todays most complex ICs contain over a hundred
million transistors and are designed to perform a growing number of sophisticated functions. Some of these complex ICs, known as systems-on-chips, or SoCs, integrate a microprocessor, which controls the logic functions of the device, with other
functional modules such as memory and digital signal processors onto a single chip. Only a few years ago each of these functions required a separate IC or even an entire circuit board. For instance, todays most advanced mobile telephones
contain a single SoC that performs all the traditional telephone functions and integrates advanced functions such as address books, organizers and web browsers. Consequently, these phones are smaller, more reliable and have longer battery lives than
earlier product generations. Gartner Dataquest estimates that the worldwide market for SoCs will grow from $32 billion in 2003 to $65 billion in 2008, which represents a compounded annual growth rate of 16%.



Companies that design and sell ICs often use one or more off-the-shelf design
modules to reduce costs and improve time-to-market of their SoC products. These reusable designs, known as intellectual property modules, or IP cores, can include microprocessors, communication cores and other functional modules and are often
licensed from independent third parties, known as IP providers. The growth in demand for complex ICs, particularly SoCs, has created an increased need for IC designers to integrate quickly and accurately IP cores onto a single chip. Gartner
Dataquest estimates that the IP market grew from $970 million in 2002 to approximately $1.02 billion in 2003, which represents an annual growth of 5%.



Challenges of functional verification



Every new system, IC and IP core design must be verified to detect and eliminate discrepancies, known as design flaws, between the specifications and the
implementation of its design to ensure that the manufactured device functions properly. Functional verification is the engineering process of determining, before fabrication, whether a system, IC or IP core design behaves as described in its
specification. As new generations of systems and ICs expand in complexity, their designs pose far greater challenges to functional verification due to greater numbers of transistors, the integration of reusable IP cores and more elaborate SoC
designs. In fact, the verification complexity grows exponentially more than the complexity of the design itself. These sources of additional complexity place a greater burden on the tools and resources that engineers typically employ in the
functional verification of each new system and IC design.



For
most of the past decade, the functional verification process has generally relied upon software simulators to mimic the behavior of the design. To identify design flaws, engineers use these simulators to run a large number of different test
scenarios against descriptions of the design that are typically written in special-purpose software languages. Engineers who use this approach to functional verification create test plans that attempt to both identify the most important areas of the
design for testing and describe the numerous real world scenarios that the design must be capable of addressing.



As designs have become increasingly more complex, creating the number and types of test scenarios sufficient to identify all potential design flaws has
moved beyond the capacity of the human brain. In addition, the performance improvements of the software simulators have not kept up with the throughput requirements to thoroughly test new system level ICs. As a result, system and IC designers have
deployed more engineering and computing resources to address functional verification. Today, functional verification typically accounts for between 50% and 70% of the total development resources devoted to electronic systems and complex ICs. This
has created a shortage of trained verification engineers, resulting in a significant bottleneck in the overall time-to-market for many new products.



New solutions have emerged to compliment software simulators and enable more thorough functional verification of system-level ICs. Gartner Dataquest
tracks these under the Electronic System Level (ESL) market.



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Gartner Dataquest states that the overall ESL market is growing at 40%. Gartner indicates that ESL Test and Verification sub-application (the area in which
Verisity sells some of its products) is still a significant area of growth and the market is expected to expand at a compounded annual growth rate of 33% from 2003 through 2008. According to Gartner Dataquest, Verisity has expanded its
market share lead in the ESL Test and Verification market in 2003 to 67%.



Verisitys Platform products, categorized in Gartner Dataquests sub-application Design Team Emulation and Acceleration (E&A), also remains one of the major growth markets and the market is
expected to expand at a compounded annual growth rate of 31% from 2003 through 2008. According to Gartner Dataquest, Verisity has jumped to a commanding lead with a market share of 66% in the Design Team E&A market.



The growing need for improved functional verification solutions



Traditionally, companies that design and sell systems and
ICs, developed many of their own functional verification tools. In-house tools are generally not sophisticated enough to handle todays complex system and IC designs. Functional verification using these tools tends to be manual and time
consuming and often fail to find many elusive design flaws, such as ambiguous specifications and unforeseen usage scenarios. Without tools that automate verification processes and best practices, and a new generation simulation technology that
scales to the system level, companies can no longer count on their development teams to deliver timely and effective results. Engineering teams are unable to predict the quality or timeliness of their projects, managers are unable to effectively
utilize human and compute resources, and executives expose themselves to significant direct costs and market opportunity costs.



Design flaws that are discovered in the manufactured device can be costly, requiring the redesign and remanufacture of the IC, a process commonly referred
to as a re-spin. Multiple re-spins are common before the first commercial shipment, with costs ranging from hundreds of thousands of dollars to over $1 million for each re-spin of todays typical 0.13 micron or 0.09 micron application-specific
IC. Re-spins also disrupt production planning and consume valuable engineering resources.



Beyond these costs, the financial and strategic consequences of an undiscovered design flaw can be severe and include the following:



| | · |  | Lost revenue opportunities.    Undetected design flaws can delay the release of a product by weeks or months. These time-to-market delays diminish a
companys potential revenue associated with a product introduction.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Lost market share.    The communications and other segments of the electronics industry require frequent innovations and product introductions. In this
competitive environment, time-to-market delays can cause a company to lose significant market share to competitors.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Damaged reputation.    In extreme cases, the release of a product with an unidentified design flaw can cause costly product recalls and damage a
companys reputation and brand.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Verisity Solution



We provide proprietary technologies, methodologies,
software and hardware products that address the growing need for automating the entire functional verification process for system and IC designs. Our verification process automation (VPA) portfolio of products, led by our top selling Specman Elite,
automate and enhance the process of detecting design flaws in systems and ICs before they are manufactured, while dramatically increasing the engineering productivity, time to market, development predictability, and end product quality.



In February 2004, we acquired Axis Systems, Inc. Axis has three main
products that are being integrated with various Verisity products. The key technology acquired from Axis is a third generation simulation



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technology that can serve as a software simulator, an accelerator (or, in some limited circumstances, an in-system emulator). This technology is packaged
into three tightly linked solutions: (i) Xsim, a mixed Verilog, VHDL, and SystemC event-based simulator, (ii) Xtreme, a recompiled version of the simulator that is targeted to run on a high performance parallel processing machine, and (iii) XoC, an
extension of Xtreme that enables the co-verification of hardware with embedded software. In 2004, we announced two products that combine Verisity and Axis technology, SpeXsim and SpeXtreme. These products enable customers to seamlessly evolve
verification from the block level to the chip and system level. Both products combine process automation with highly scalable performance and capacity of the underlying engines.



Our products solve critical functional verification challenges



We enable our customers to realize these critical business objectives with
products that provide the following key benefits to the process of functional verification:



| | · |  | Enhanced product quality:    Our products identify design flaws in real world scenarios that are typically extremely difficult to anticipate and detect
prior to manufacturing the system or IC. The enhanced early detection of these design flaws yields higher quality devices and reduces the number of re-spins.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Improved productivity and time to market.    Our products enhance engineering productivity by automating manual processes such as generating block, chip,
and system level test scenarios, and analyzing design coverage. We also provide an extensive collection of customizable approaches, or methodologies, that solve many common functional verification problems.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Improved predictability of development.    The increased complexity of verification has not only lengthened development cycles, it has made them much more
unpredictable. Lack of predictability is extremely disruptive to management, marketing and sales teams who need to make customer commitments. Verisitys expanded portfolio of products now enables development teams to manage all project
resources with metrics that provide insight into the rate of progress and guidance to find the fastest path to verification closure.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Increased resource utilization.    Our products optimize human resource utilization by enabling engineers to create customizable verification plans and
environments that can be readily reused for other design projects. In order to avoid needless redesign of verification environments, we also provide off-the-shelf verification components for standard interfaces which permit the exchange of data
among a variety of communications and computing devices. A common example of a standard interface is the Peripheral Component Interconnect, or PCI, standard. In addition, our products improve computing resource utilization by providing insight into
where cycles are being wasted and where they should best be directed.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our Strategy



Our business objective is to
establish our proprietary technologies, methodologies, and software products as the industry standard for the functional verification of system, IC and IP core designs required by the communications, consumer, computers and other high growth
segments of the electronics industry. We intend to accomplish this through internal development and strategic acquisition of these technologies and products as well as through strategic alliances.



To achieve the above objectives, we are pursuing the following key business
strategies:



Expand our VPA portfolio from test bench
automation at the logic level to the automation of all hardware, system, and project level processes that ensure total system and project success.



| | · |  | Hardware VPA.    We continue to expand our scope from automating the creation of tests to automating the complete hardware verification process. This
includes the introduction of metrics via multiple coverage engines and analyses, use of reusable methods and verification components to speed the composition of verification environments, and integration of Specman Elite with simulation technology
from Axis.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | · |  | Chip & System Level VPA.    We have introduced new technologies and methods to automate the SoC and multi-chip system verification processes. This
includes new abstractions and new levels of automation in Specman Elite, hardware-software co-verification, and integration with high performance acceleration and emulation technology from Axis.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Project level VPA.    We have introduced new technologies and methods to automate the management of distributed verification activities across block,
chip, and system levels, and across multiple and distributed engineering teams. These solutions also enable management optimal utilization of compute resources, while increasing the predictability of the verification closure process.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | VPA Metrics.    We are working with our leading edge customers and industry experts to define the criteria for project success in the nanometer SoC era.
This includes specific metrics in the areas of productivity, predictability, quality, compute resource utilization, and human resource utilization.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Continue to expand our partnership programs to maximize reach and influence across the industry design chain



In order to proliferate our products, we are leveraging
marketing and sales channels outside of our organization that we believe will enable us to accelerate our sales growth. To carry out our strategy, we have created and implemented the following programs and alliances:



| | · |  | Pure IP program.    We target influential semiconductor companies and independent IP providers to join our Pure IP program in order to distribute a
special purpose version of our top selling Specman Elite product to their customers. This program is designed to seed a larger market for our standard Specman Elite product and generate additional sales.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Verification Alliance program.    We select highly qualified third-party consulting organizations, which offer functional verification engineering
expertise, to participate in our Verification Alliance program. This program is designed to encourage these consultants to use our products and methodologies and recommend them to their customers.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Other strategic alliances.    We form strategic alliances and carry out joint product developments with complementary solution providers, industry
organizations and universities. These alliances encourage collaborative sales efforts and joint marketing programs, which often result in endorsements from influential third parties.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Establish oureverification language as an industry
standard, while combining it with support for other languages to maximize our available markets.



Specman Elite utilizes e, a specialized functional verification software language that is a key enabler for our unique process
automation solution. We are promoting e more aggressively to ensure accelerated adoption and interoperability with other system and hardware description languages and key partner solutions. The elements of this strategy include:



| | · |  | Institution of Electricity and Electrical Engineering (IEEE) P1647.    To further encourage widespread industry adoption, We donated the e
language reference manual to IEEE, which was subsequently adopted as the foundation of the IEEE P1647 verification language standard.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Broaden usage with VPA link.e is a key enabler to realize the significant and differentiated benefits of our VPA solution. We will
continue to target leaders in the high growth segments of the electronics industry as strategic customers, and are targeting key influencers who are promoting the interdependency of processes, technology, and the e language to realize
verification process automation.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | LicenseE program.    Through this program, we will continue to license e to third parties, such as Novas, to enable them to independently
support the e language as an interface to their products.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Acceleration ofe.    We have developed a unique technology to synthesize e code for use in hardware accelerators and
emulators, including the recently acquired Axis solution. This is the only high level verification language that can be effectively applied at the chip and system levels with adequate levels of performance.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | · |  | Establish the only mixed e, SystemC, and SystemVerilog solution roadmap.    We are establishing a mixed language solution that leverages the full power of
e for verification process automation, with the preservation of e verification IP. No other vendor offers this combination of languages and level of power and flexibility.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Continue to invest in research, development and customer-focused product
innovation



We believe that we are a technology leader in
the functional verification market segment and that we have one of the largest and most experienced engineering teams focused solely on this segment. We intend to maintain this position by broadening the scope of solutions to address new critical
challenges our customers face. We will be responding with product innovations based on leading-edge research and development. We believe that by continuing to work closely with our highest end systems and IC customers, we will be able to develop
product innovations specific to their particular requirements. We will then productize these innovations and take them to the broader market. We will continue to invest in research and development and customer-focused innovations to extend the
capabilities of our products, and introduce new ones, while expanding interoperability with complementary third-party products.



Focus on high growth market segments



We will continue to focus our research and development efforts on product innovations targeting high growth market segments such as communications,
consumer electronics and computers. Within these market segments, we will continue to focus our sales and marketing efforts on industry leaders. We also plan to maximize the proliferation of our products and encourage their widespread adoption
within key targeted customers. In addition, we will continue to enhance existing products and develop new ones that are particularly focused on the functional verification needs of our targeted customer base.



Products



We offer a suite of sophisticated products that address the critical need to improve the functional verification of
electronic system and complex IC designs.



Specman Elite



Our flagship Specman Elite software product is at the
core of our product line. It automates the overall process of functional verification at the block, chip and system levels. Specman Elite improves the overall quality of a design by detecting many subtle design flaws through its ability to rapidly
generate real world test scenarios for the design being verified. It also increases engineering productivity by automating manual processes such as developing verification environments, generating tests, checking results and analyzing coverage.



Our e language and e reuse
methodology manual (eRM) enables the rapid creation of powerful, reusable verification environments that can work with any simulator, including our recently acquired simulator from Axis Systems. e enables engineers to
efficiently extract and describe the rules from a design projects specifications, such as restrictions on inputs, protocols and test scenarios. It also allows the specification of constraints that constrain the generator from creating illegal
stimulus, and coverage points that Specmans coverage engines can monitor for metric generation.



Specman Elite now offers additional levels of abstraction and automation to enable full SoC chip and system level verification. This includes the use of
higher level constructs called sequences, coupled with the ability to automatically generate system level scenarios using a technology we call multi-channel generation.



vManager



vManager is a new product that enables verification and project managers to coordinate distributed and multi-level verification activities from
specification to verification closure. vManager enables managers to



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##### Index to Financial Statements

capture the system specifications and test plans in an executable, reusable form. It then supports the monitoring, direction, and control of verification
resources to ensure that the optimal choice of automated tests is created that will cover all aspects of the verification plan. Visibility is provided through analysis of resource utilization, coverage, and failures that are occurring during the
verification runs. As a result, vManager provides a new level of predictability and compute resource utilization, and serves the master controller for the overall verification process.



Verification Advisor



Our Verification Advisor product provides our customers with an extensive collection of verification methodologies designed to accelerate the use of our
Specman Elite product. These methodologies and example templates written in e reflect our recommended best practices to address real world functional verification problems. These are organized in an easy-to-use database
accessible via any standard web browser. For example, an engineer who needs advice on implementing a test plan could access Verification Advisor to quickly find suggestions and examples for that purpose. In many cases, Verification Advisor reduces
the amount of time needed to create verification environments. Furthermore, because Verification Advisor accelerates the learning process of engineers, it decreases our cost of customer support.



eVerification Components



An e Verification Component (eVC) is a complete
verification environment including stimulus generation, checking and monitoring, and functional coverage reporting. Each eVC is configurable and extensible to easily satisfy specific verification environment requirements. In addition,
since eVCs are plug-and-play, they can be intermixed within a verification environment. By using eVCs to verify standard protocols, interfaces and processors, engineering resources are focused on maximizing the
products proprietary value-add.



eVCs
provide numerous advantages to verification teams including a major increase in productivity and higher quality products. With an eVC, verification environments are created in days instead of weeks or months. Tests can begin to be
written much earlier and verification is completed faster. Because an eVC is pre-verified, engineering teams can be confident in their quality and completeness.





Currently we provide eVCs for PCI Express, PCI, AMBA, AHB,
and Ethernet.



eRM and sVM



Our eRM provides dramatic productivity
gains through its comprehensive set of best-known methods for e Verification Components development practices and Specman Elite functionality to deliver reusable, consistent, and extensible, plug-and-play verification environments
and e Verification components. With eRM, e environments and e Verification Components are developed using consistent terminology, architecture, coding style and packagingthereby
eliminating incompatibility issues and creating a pool of truly reusable and interoperable verification components.



sVM is a methodology describing how chip and system level verification can be automated. It describes how to rapidly compose e Verification
Components and use higher abstractions to build system level verification environments. It also describes how to leverage new generation technology to automatically create system level scenarios.



eAnalyzer



eAnalyzer is a product that statically analyzes
e code to ensure that it meets the coding guidelines described in eRM, sVM and vAdvisor. eAnalyzer therefore enables the rapid proliferation of our advanced methodologies. This enables higher
engineer productivity with few mistakes, more effective verification and associated quality, and more rapid proliferation of best practices.



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##### Index to Financial Statements

eCelerator



eCelerator is our testbench acceleration tool that gives customers access to the automated verification
capabilities of Specman Elite in combination with the high performance of hardware-assisted verification. The testbench acceleration enabled byeCelerator allows verification engineers to run portions of test scenarios written in the
e verification language on standard hardware verification platforms, known as emulators or accelerators, including the platforms acquired from Axis Systems. The ability to accelerate the simulation of testbenches is
particularly critical when verifying the designs of complex systems and SoCs.



Invisible Specman



Our
Invisible Specman product is a special purpose version of Specman Elite that verifies IP core integration within SoC designs. Invisible Specman simplifies the effort required to integrate IP cores by operating as a seamless and invisible portion of
the verification environment during simulation, with minimal user interaction other than alerting the user whenever it discovers an integration flaw in the design. As part of our Pure IP program, we license Invisible Specman to IP providers, which
bundle the software with their IP cores as a portion of their own verification toolkits for delivery to their customers. This provides us with an additional sales entry point to those customers for our standard Specman Elite product.



SureCov



Our SureCov software product is fully automated and enables engineers to determine the extent to which their design code has
been simulated. SureCov allows engineers to distinguish which portions of the design code have been sufficiently exercised and which require further effort. In addition, SureCov provides engineers with the ability to determine if any tests are
redundant, and to define an optimal sequence of tests, in order to save valuable simulation time.



Xtreme



Xtreme® offers simulation and acceleration and hardware/software co-verification, in a unified, compact, server-sized system, at speeds of up to 1 million cycles per second on designs of up to
100 million ASIC gates. Xtreme provides full debugging capabilities throughout the entire verification flow, allowing emulation to start much earlier in the design cycle.



Xcite



Xcite® offers simulation acceleration performance of up to 100,000 cycles per second on designs of up to 10 million ASIC gates. Xcite delivers hardware performance with software debugging
capabilities. Designers can run simulation as fast as possible while quickly detecting and isolating design problems.



Xtreme-II



Xtreme-II offers Platform Verification, a unified verification environment designed to enable a platform-based design flow. Leveraging the patented
ReConfigurable Computing (RCC) technology, Xtreme-II offers the best solution for simulation, acceleration and emulation in one unified system. By leveraging the latest FPGA technologies, Xtreme-II delivers fast runtime performance and the highest
capacity, while preserving the native RTL simulation debugging environment.



Xtreme Server



The Xtreme Server is a multi-session, next-generation acceleration and emulation solution that meets the requirements for high-performance chip- and system-level verification. It offers simulation, acceleration, emulation and
hardware/software co-verification, in a unified, compact, server-sized system, at speeds of up to 1 million cycles per second on designs of up to 100 million ASIC gates.



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XoC



XoC is an all-inclusive, unified verification system for ARM microprocessor-based designs that reduces communications overhead and eliminates time-intensive integration efforts for design
teams. XoC enables the smooth transition between all nine different operating modes from block-level testing through application software and features a Co-Verification Debugger that creates a common communication environment between hardware and
software teams through AMBA transactions. ARM
microprocessor cores and Verisitys ReConfigurable Computing (RCC) platform for design verification. It provides simulation models and software debugging tools to isolate and fix even the most complex errors. Xpert for ARM processors provides
the best balance of visibility, control, and performance for integrating software and hardware in an easy to use environment.



Xsim



Xsim is a high performance native compiled code event based HDL simulator that is included in Xcite, Xtreme, and XoC packages. Xsim supports mixed
Verilog, VHDL, and SystemC languages, and has a supported interface to Specman Elite. Xsim is over 6 years old and has successfully executed numerous designs in the 30-50 million gate range.



SpeXsim



Verisitys SpeXsim is the most advanced verification solution for block and chip-level verification,
combining testbench automation, native compiled code mixed-language simulation into one tightly integrated package. SpeXsim also supports packaging options that include Verisitys SureCov code coverage, as well as leading debug solutions such as Novas



SpeXtreme



SpeXtreme is a part of the SpeX Family of VPA solutions and provides
high-performance verification at the chip and system level. It integrates Verisitys eRCC compiler, SpeXsim and Xtreme®-II which combines direct testbench RCC compilation, verification process automation, native compiled code mixed-language simulation and event-based acceleration and emulation.



Customer Service and Support



Our functional verification products are designed to enable ease of use, to
increase the productivity of our customers engineers and to comply with industry standards. Our customers use our products to verify the designs of systems, ICs and IP cores developed by their engineers. We recognize that each of our customers
has specific requirements and issues that need to be addressed during both the initial implementation of our functional verification technology and the ongoing use of it. We believe that a high level of customer service and support is critical to
our continued success. As a result, we have developed and continue to enhance our customer service and support programs to address our customers needs.



We also support customers who license our products through paid maintenance and support services. These support services include periodic product updates,
if and when available, and remote technical support through electronic mail, web based systems and telephone hotlines from our Mountain View, California and Rosh Haain, Israel locations. These support services are generally sold when one of
our customers purchases either a time-based license or a perpetual license to use our products. Each year, we have released one or more new updates to our products.



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Customers



We license our functional verification products to the designers of systems, ICs and IP cores, for use in products specifically developed for the
communications, computers, business automation, consumer electronics, and other high growth electronic device markets. Within these market segments, our customers can use our products to verify designs in the following applications:



| | · |  | Communications:    high-speed network routers, hubs and switches, mobile telephones, Internet appliances and cable modems;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| | · |  | Computers and business automation:personal computers, workstations, servers, copiers, printers and scanners; and
| | - |  | ----------------------------------------------------------------------------------------------------------------



| | · |  | Consumer electronics:    digital cameras, personal digital assistants, video games, digital video cassette recorders and DVD players.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



In 2004 no customer accounted for more than 10% of total
revenue. See also the Risk Factors. for the material adverse effect of losing a significant customer.



Strategic Programs and Alliances



We have created several strategic programs and industry alliances to support our business strategies, with a particular focus on accelerating the
proliferation of our products and building greater barriers to competition.



Pure IP program



Through our Pure IP program, we build alliances with Specman Elite customers that are either influential independent IP providers or semiconductor companies that also provide IP cores. These companies, which include ARM, LSI Logic and
Rambus, can deliver our Invisible Specman product as part of the verification toolkits they deliver to their IP customers. They benefit from participating in our program by reducing the cost of supporting their IP customers through the difficult
task of verifying the integration of the providers IP cores into their customers designs. We benefit from our Pure IP program by obtaining significant industry endorsements from these influential leaders in the semiconductor and
independent IP provider industries. This usage and endorsement generates greater market demand for Specman Elite.



LicenseE program



Our LicenseE program enables tool vendors to license our e language for use as an interface to their products. These vendors benefit by
leveraging our existing customer base familiar with e in an effort to proliferate their products more rapidly. We benefit by further proliferating e as an industry standard, and by improving the interoperability of our products with
those of other vendors. Among the several companies that have participated in this program, include: @HDL, Averant, Axis Systems, NoBug Consulting, Novas Software, Prover Technology, STARC, SynaptiCAD and TNI-Valiosys. In addition to commercial
partners, customers have joined the LicenseE program in order to help drive the e verification language to be an open, public standard. These customers include: ARM, Cisco Systems, Infineon Technologies, LSI Logic, PMC-Sierra and ST.



Verification Alliance program



To improve time-to-market and to supplement their internal engineering
resources, a growing number of companies that design systems and ICs utilize outside consultants for assistance with their functional verification efforts. Our Verification Alliance program grants consulting organizations access to our suite of
advanced verification products and to our existing customer base. The program enables the proliferation of our functional verification tools and underlying methodologies, including the e verification language. We currently have over 40
consulting organizations and consultants enrolled in the program, located in the United States, Europe, Israel and Asia. In addition, several of these companies are now developing commercial e Verification Components as part of their
business model.



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University Program



Our University Program was developed to support educational institutions in their verification-related education and
research. The program unites us with universities all over the world in providing engineers with open access to our tools and the e verification language. Some of the members in the program include: Carnegie Mellon University; UC
Berkeley; University of Michigan; Purdue University, University of Texas-Austin and Technion Israel Institute of Technology.



Interoperability with key vendors and technologies



Todays functional verification methods integrate several technologies and products from multiple vendors to form a single solution. Because our
products are designed to automate the process of functional verification, they must interoperate with all common verification tools. In this respect, we have developed many interfaces, and are members of the key industry interoperability programs,
including the Cadence Connections Program with Cadence Design Systems, the in-Sync Program from Synopsys and the VAP Program from Mentor Graphics Model Technology.



In addition, we have an interoperability program for companies in the Electronic Design Automation industry called VIP
(Verisity Interoperability Partner) Program to enable other companies in that industry to develop and test integrations to our products. Current members in the VIP program include: 0-in, Aldec, Aptix Corporation, Cadence Design Systems, CoWare,
Denali Software, Emulation and Verification Engineering, Fintronics, ISS, Mentor Graphics, Model Technology, Novas Software, Provis Software, Runtime Design Automation, Summit, Synopsys, Tharas Systems, TNI-Valiosys SA, and Veritools. We have also
formed deeper alliances with several companies that provide for the joint development and marketing of solutions and often extend into channel cooperation and training. These alliances help us supplement our existing channels, provide differentiated
solutions to our customers and gain endorsements for our products from some of the most influential vendors to our customer base.



Marketing and Sales



Marketing



We focus our marketing efforts on creating and increasing market awareness of our products, creating alignment and strategic initiatives with key industry
partners, defining and launching new products, and generating leads for our sales organization. Our marketing strategy is designed to expand the market, further differentiate the company, communicate higher level value propositions, and create more
demand for our functional verification solutions.



We employ a
wide variety of marketing communications channels to inform existing customers and potential new customers about our products. These channels include trade shows, print and web advertising, our website, public relations, hosting user conferences and
publication of our quarterly newsletter.



Direct sales



We license our software products to customers primarily
through our direct sales organization. As of December 31, 2004, our direct sales staff totaled 109 employees located in 37 sales offices. Our sales staff includes both sales personnel and consulting engineers, who are our field engineers.



Our sales personnel and consulting engineers operate out of
our various sales and customer support offices in North America. In Europe, we have sales and customer support centers in London, England; Munich, Germany, Stockholm, Sweden and Paris and Grenoble, France. In the Far East, we have a sales and
customer support centers in Singapore, Taiwan and Japan. We also have a regional sales and support office in Rosh Haain, Israel.



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Indirect sales



We also sell our products through independent sales representatives and distributors. We have non-exclusive representatives
in India, Taiwan and China. In Korea we distribute our products through an exclusive distributor. These outside sales representatives and distributor organizations also have technical support resources. Our revenue through these indirect channels
accounted for 7.7% of our total revenue in 2002, 7.9% of our total revenue in 2003 and 10.0% of our total revenue in 2004.



Competition



The functional verification market is highly competitive and is characterized by rapid technological innovation and frequently emerging new suppliers. We
directly compete with large vendors of design and verification tools such as Synopsys and Mentor Graphics. We also compete with a number of smaller but significant verification tool vendors. In addition, we face competition from within our potential
new customers, in the form of the in-house verification engineering teams of major systems and IC companies that use and promote their own internally-developed functional verification tools. One of our largest competitive challenges is to convince
these engineering teams that our products are superior to their internal verification tools.



We believe that the principal competitive factors in the functional verification market include technology, product quality, performance and capabilities, compatibility and interoperability with other verification and
design tools, reputation within the installed customer base, customer service and support, access to customers, expertise, support of standards, regional sales and technical support and price. We believe that we compete favorably with respect to
these factors. However, we believe that we will continue to experience increased competition from both existing and potential new entrants into the functional verification market, some of which may have longer operating histories, greater overall
brand recognition and significantly greater financial and marketing resources to affect market directions.



Technology, Research and Product Development



Technology



Our Specman
Elite software product is the first commercial solution that provides the foundation technologies needed to automate many of the most labor intensive functional verification process. The core innovative technologies include constraint-driven test
generation, data and assertion checking and functional coverage analysis. The test generator can create test data according to a series of constraints that allow for a relatively concise description of valid or even invalid input states. It will
work within these constraints to automatically generate any number of test values. A relatively simple modification of selected constraints directs the generated values to focus on selected functions of the design being tested. Assertion checking
allows an engineer to monitor certain events within a stated time period. The functional coverage analysis shows an engineer what functionality has or has not been exercised or tested during simulations. The engineer can modify the test constraints
to direct testing at any desired function or portion of a device being tested, and the functional coverage analysis can highlight additional areas the engineer should consider. Specman offers the unique ability to specify at the chip and system
level, coupled with higher levels of generation based automation to ensure quality of the complete SoC and system. This includes mechanisms to describe sequences and the ability for the constraint solver to work across multiple interfaces and
generate multi-channel stimulus at the system level.



Another
important technology innovation within Specman Elite is the e verification language. This specialized high level verification language, which directs the Specman Elite functions, is particularly well suited for the description of
hardware behavior and its environment, including time-related and hardware function elements, as well as specific features for verification.



During 2004, Verisity added new technologies to create new levels of abstraction for project level verification management. The vManager product includes
technology to control large farms of verification compute resources and analyze gigabytes of information efficiently to guide the distributed project teams towards measurable verification closure.



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Oure Verification Components significantly shorten the time it takes to create a
verification environment. e Verification Components are pre-verified, reusable pieces of verification code written in e. e Verification Components comprise a complete verification environment including
test generation, assertions and monitors, and functional coverage. e Verification Components are configurable and extensible to satisfy each specific verification environments requirements.



Our eCelerator software product is the first commercially
available testbench synthesis tool. This product allows verification engineers to partition, synthesize and run portions of an e testbench, which is the input to Specman Elite, on verification hardware known as accelerators and
emulators. Hardware accelerators and emulators significantly improve the speed of testbench simulation and thereby reduce the engineering time needed for design simulation and verification. This gives customers access to the automated verification
features of Specman Elite at significantly higher levels of performance.



Our SureCov software product automatically measures the completeness of functional verification according to nine separate metrics, including code coverage and finite state machine analysis. Code coverage indicates
the lines of code actually executed during simulation. Finite state machines are key components of the design that indicate its internal control flow. SureCov indicates the coverage of design states and the transition between those states.



The technologies acquired with Axis Systems offer a unique
foundation to achieve scalable verification performance. Axiss technology provides third generation simulation that combines all languages and required engines for hardware, embedded software and system-level verification. This includes the
patented RCC (Reconfigurable Computing Compiler) that enables this third generation simulator to move from the workstation to a high performance parallel processing machine.



Research and development



Our research and development expenses were $9.2 million in 2002, $10.3 million in 2003 and $16.2 million in 2004. We expect that these costs will increase
in the future as we attempt to maintain a leading technology position in the functional verification market. As of December 31, 2004, we had 109 employees engaged in research and development activities.



Proprietary and intellectual property rights



We rely primarily on a combination of nondisclosure agreements, license
agreements and other contractual provisions, as well as patent, trademark, trade secret and copyright law to protect our proprietary rights. Our general policy has been to seek patent protection for those inventions and improvements likely to be
incorporated in our technologies or otherwise expected to be of value. We have an active program to protect our proprietary technology through the filing of patents.



As of January 31, 2005, we have 23 patents issued in the United States and 16 patent applications on file with the USPTO.
Once granted, the duration of each patent will be up to 20 years from the effective date of filing of the applications. Our earliest two issued patents can remain effective until August 7, 2017 and until February 6, 2018. Although we have no patents
issued in any other jurisdiction, we have 6 patent applications filed under the Patent Cooperation Treaty process and 25 patent applications filed in Europe, Japan, Israel and other jurisdictions. These patents, if granted, will allow us to take
legal action against others who may infringe on our core technologies covered by the patent claims. We intend to continue to file patent applications as appropriate in the future. We cannot be sure, however, that any of our pending patent
applications will be allowed, that any issued patents will protect our intellectual property or will not be challenged by third-parties, or that the patents of others will not seriously harm our ability to do business. In addition, others may
independently develop similar or competing technologies or design around any of our patents.



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In addition, as of January 31, 2005, we had 12 United States trademark registrations with respect to our
Verisity and Sure branded products. We also had approximately 25 additional applications pending or registrations granted in various countries where we focus our sales efforts, specifically for Verisity, Specman, Specman Elite, Invisible Specman,
and other important corporate names. These existing registrations, and those that may be granted in the future, will improve our ability to take legal action against others who may use these or similar marks on similar goods and services in the
respective countries. However, unlike patents, in the United States and in some foreign countries we may have certain rights with respect to our trademarks even though they are not registered with the respective national trademark offices. We cannot
be sure that the USPTO or other national trademark offices will issue registrations for any of our pending trademark applications. Further, any trademark rights we hold or may hold in the future may be challenged or may not be of sufficient scope to
provide meaningful protection.



We protect the source code of
our software products as both trade secrets and unpublished copyrighted works. We license the object code to our customers for limited uses and maintain contractual controls over the use of our software. Wide dissemination of our software may make
protection of our proprietary rights difficult, particularly in jurisdictions outside the United States that may be less likely to enforce copyrights owned by foreign parties against local infringers. Although most of our customers have signed
license agreements which may further protect our copyrights and trade secrets beyond the protections afforded by applicable law, not all of our customers have signed such agreements.



We protect our trade secrets and other proprietary information with security measures and through a policy of entering into
nondisclosure agreements with our employees and customers.



Others may still gain access to our trade secrets or discover them independently. Should any of our customers that have not signed a license agreement or nondisclosure agreement disclose to third-parties any of our information that we
regard as trade secrets, we may be unable to enforce our trade secret rights with respect to such information.



Although we believe that our technologies do not infringe on any copyrights or other proprietary rights of third-parties, we cannot be certain that we
will not infringe upon the intellectual property rights of third parties, including our competitors, who may assert patent, copyright and other intellectual property rights to technologies, code, features or other product elements that are important
to us. The costs of defending our proprietary rights or claims that we infringe third-party proprietary rights may be high. Also, if we are unsuccessful in defending against third-party infringement claims, we could be legally prevented from
continuing to license our software products to the extent they contain technologies, code, features or other elements that are determined by the courts to infringe the proprietary rights of such third parties.



Employees



As of December 31, 2004, we employed 295 people, of whom 174 worked in North America, 77 worked in our Israeli facilities,
19 worked in Asia, and 25 worked in Europe. Of the North American employees, 89 were in sales and marketing, 53 were in research and development and 24 were in general and administration and 8 were in technical customer support. Our employees in
Israel worked primarily in research and development. Our employees in Europe and Japan worked primarily in sales and customer support. Our employees are not represented by a collective bargaining agent, except as may be required by government
legislation or regulation. We consider our relations with our employees to be good, and we will continue to strive to provide a positive working environment for our employees.



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Revenue by Geographic Area



The following is a summary of revenue within geographic areas based on the location of the entity making the sales:



|                                              |  |                         |        |      |   |        |  |   |       
|--------------------------------------------- |  | ----------------------- | ------ | ---- | - | ------ |  | - | ------
|                                              |  | Year Ended December 31,
|                                              |  | 2002                    |        | 2003 |   | 2004  
|                                              |  | (in thousands)         
|Revenue from sales to unaffiliated customers: |  |                         |        |      |   |        |  |   |       
|United States                                 |  | $                       | 39,553 |      | $ | 36,984 |  | $ | 40,878
|Israel                                        |  |                         | 3,652  |      |   | 3,275  |  |   | 2,520 
|Europe                                        |  |                         | 9,319  |      |   | 8,241  |  |   | 10,124
|Japan                                         |  |                         |       |      |   |       |  |   | 4,511 
|                                              |  |                         |        |      |   |        |  |   |       
|                                              |  | $                       | 52,524 |      | $ | 48,500 |  | $ | 58,033
|                                              |  |                         |        |      |   |        |  |   |       



We do business in a
single industry segment.



ITEM 2.    PROPERTIES



All of our operations are conducted in leased office facilities. Our principal executive offices in the U.S. occupy approximately 58,000 square feet and are located in Mountain View, California. These offices house substantially all of our
marketing, administration, finance, customer service and support employees, sales employees and research and development team. Our lease for the Mountain View facility expires on June 30, 2009.



In addition, we lease four facilities with a total of approximately 16,200
square feet in Rosh Haain, Israel, approximately 10 miles from Tel Aviv. Those facilities house a substantial portion of our research and development employees, a portion of our customer service and support team and the local sales team. The
term under all four leases has been extended until February 2010. On January 31, 2005 we entered into a lease agreement which adds an additional space of 5000 square feet for a period of 58 months starting on May 1, 2005.



We also occupy an additional 3,200 square feet of office space in
Westborough, Massachusetts where we maintain our East Coast operations under a lease which expires on March 31, 2006 and 3,800 square feet of office in Austin, Texas under a lease agreement which expires on December 31, 2009. In addition, we occupy
less than 1,000 square feet of space in each of our small regional sales offices located in Paris and Grenoble, France; London, England; Munich, Germany; Stockholm, Sweden; Boulder, Colorado, Irvine California and Plano, Texas; each under leases for
a term not exceeding one year.



ITEM 3.    LEGAL PROCEEDINGS



We are not presently a party to any material legal proceedings.



ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None



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##### Index to Financial Statements

PART II



ITEM 5.    MARKET FOR REGISTRANTS ORDINARY EQUITY AND RELATED SHAREHOLDER MATTERS



Our ordinary shares are traded on the Nasdaq National Market under the symbol VRST. The following table sets forth, for the periods indicated,
the range of high and low sales prices for our ordinary shares as reported by the Nasdaq National Market.



|                                  |  |      |       |     |   |      
|--------------------------------- |  | ---- | ----- | --- | - | -----
|                                  |  | High |       | Low
|Year ended December 31,2003:      |  |      |       |     |   |      
|January 1, 2003-March 31, 2003    |  | $    | 19.40 |     | $ | 7.55 
|April 1, 2003-June 30, 2003       |  | $    | 14.15 |     | $ | 9.15 
|July 1, 2003-September 30, 2003   |  | $    | 14.10 |     | $ | 10.09
|October 1, 2003-December 31, 2003 |  | $    | 13.40 |     | $ | 10.93
|Year ended December 31,2004:      |  |      |       |     |   |      
|January 1, 2004-March 31, 2004    |  | $    | 13.98 |     | $ | 8.54 
|April 1, 2004-June 30, 2004       |  | $    | 9.65  |     | $ | 5.20 
|July 1, 2004-September 30, 2004   |  | $    | 7.25  |     | $ | 4.56 
|October 1, 2004-December 31, 2004 |  | $    | 9.08  |     | $ | 6.32 



As of January 31,
2004, there were approximately 275 holders of record of our ordinary shares.



Dividend Policy



Since
our inception, we have not declared or paid any cash dividends on our ordinary shares. We do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future and intend to retain our future earnings, if any, to finance the
development of our business. In addition, we are subject to the following restrictions on the declaration and payment of our dividends:



| | · |  | under the Israeli Companies Law, to which we are subject, we are prohibited from paying cash dividends out of funds other than profits, as defined under that law, except
with court approval provided, however, that there is no concern that the distribution will prevent us from being able to meet our existing and anticipated obligations when they become due, or in the case of our complete liquidation;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | under the Israeli Law for the Encouragement of Capital Investments, 1959, we will be subject to taxation on the amount of any cash dividends that we pay out of income derived from
our investment programs which have been granted approved enterprise status, except in the case of our complete liquidation.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In the event that we elect to declare dividends, we will pay those dividends in United States dollars to our shareholders who are not Israeli residents.
Under current Israeli law, any dividends or other distributions paid in respect of our share capital may be freely paid in non-Israeli currencies at the prevailing rate of exchange, provided that Israeli income tax has been withheld or paid from any
distributions. As a result, a non-Israeli resident shareholder will be subject to the risk of currency fluctuation between the date a dividend is declared and the date the dividend is paid.



Equity Compensation Plan Information



Please see Item 12 of this Form 10-K in which we incorporate by reference
the Equity Compensation Plans Information from the Proxy Statement.



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ITEM 6.    SELECTED FINANCIAL DATA



The selected consolidated financial data below should be read in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial
statements and the related notes. The selected consolidated statements of operations data for the years ended December 31, 2002, 2003, and 2004, and the selected consolidated balance sheet data as of December 31, 2003 and 2004, are derived from, and
are qualified by reference to, the audited consolidated financial statements included elsewhere in this Form 10-K. The selected consolidated statement of operations data for the years ended December 31, 2000 and 2001, and the selected consolidated
balance sheet data as of December 31, 2000, 2001 and 2002, are derived from our audited consolidated financial statements that are not included in this Form 10-K.



|                                             |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|-------------------------------------------- |  | ------------------------------------- | ------ | - | ---- | - | ------ |  | ---- | ------ | ---- | - | ------- |  | - | ------- | -
|                                             |  | Year Ended December 31,               |       
|                                             |  | 2000                                  |        |   | 2001 |   | 2002   |  | 2003 |        | 2004 |  
|                                             |  | (in thousands, except per share data) |       
|Consolidated Statement of Operations Data:   |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|Revenue:                                     |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|License                                      |  | $                                     | 14,085 |   |      | $ | 25,360 |  | $    | 32,612 |      | $ | 29,313  |  | $ | 33,087  |  
|Maintenance                                  |  |                                       | 5,739  |   |      |   | 11,374 |  |      | 18,318 |      |   | 18,103  |  |   | 24,113  |  
|Other services                               |  |                                       | 1,675  |   |      |   | 2,003  |  |      | 1,594  |      |   | 1,084   |  |   | 833     |  
|                                             |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|Total Revenue                                |  | $                                     | 21,499 |   |      | $ | 38,737 |  | $    | 52,524 |      | $ | 48,500  |  | $ | 58,033  |  
|License                                      |  |                                       | 408    |   |      |   | 561    |  |      | 163    |      |   | 140     |  |   | 3,088   |  
|Maintenance                                  |  |                                       | 1,515  |   |      |   | 1,691  |  |      | 2,043  |      |   | 2,114   |  |   | 2,498   |  
|Other services                               |  |                                       | 569    |   |      |   | 1,180  |  |      | 752    |      |   | 573     |  |   | 499     |  
|                                             |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|Cost of revenue                              |  |                                       | 2,492  |   |      |   | 3,432  |  |      | 2,958  |      |   | 2,827   |  |   | 6,085   |  
|Gross profit                                 |  |                                       | 19,007 |   |      |   | 35,305 |  |      | 49,566 |      |   | 45,673  |  |   | 51,948  |  
|Operating expenses:                          |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|Research and development, net                |  |                                       | 7,329  |   |      |   | 8,859  |  |      | 9,214  |      |   | 10,281  |  |   | 16,248  |  
|Sales and marketing                          |  |                                       | 11,469 |   |      |   | 17,098 |  |      | 20,092 |      |   | 20,785  |  |   | 29,436  |  
|General and administrative                   |  |                                       | 3,917  |   |      |   | 5,078  |  |      | 5,559  |      |   | 5,721   |  |   | 9,065   |  
|Non-cash charges related to equity issuances |  |                                       | 910    |   |      |   | 776    |  |      | 393    |      |   | 176     |  |   | 5,165   |  
|Amortization of deferred compensation        |  |                                       |       |   |      |   |       |  |      |       |      |   |        |  |   | 4,117   |  
|Amortization of intangible assets            |  |                                       |       |   |      |   |       |  |      |       |      |   |        |  |   | 3,817   |  
|                                             |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|Total operating expenses                     |  |                                       | 23,625 |   |      |   | 31,811 |  |      | 35,258 |      |   | 36,963  |  |   | 67,848  |  
|                                             |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|Operating income (loss)                      |  |                                       | (4,618 | ) |      |   | 3,494  |  |      | 14,308 |      |   | 8,710   |  |   | (15,900 | )
|Other income (expenses), net                 |  |                                       | 210    |   |      |   | 1,454  |  |      | 864    |      |   | 712     |  |   | 386     |  
|                                             |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|Net income (loss) before income taxes        |  |                                       | (4,408 | ) |      |   | 4,948  |  |      | 15,172 |      |   | 9,422   |  |   | (15,514 | )
|Income tax provision (benefit)               |  |                                       |       |   |      |   | 250    |  |      | 1,822  |      |   | 752     |  |   | (5,981  | )
|                                             |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|Net income (loss)                            |  | $                                     | (4,408 | ) |      | $ | 4,698  |  | $    | 13,350 |      | $ | 8,670   |  | $ | (9,533  | )
|                                             |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|Basic net income (loss) per share:           |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|Basic net income (loss) per ordinary share   |  | $                                     | (0.64  | ) |      | $ | 0.31   |  | $    | 0.71   |      | $ | 0.44    |  | $ | (0.41   | )
|                                             |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|Shares used in per share calculation         |  |                                       | 6,870  |   |      |   | 15,356 |  |      | 18,934 |      |   | 19,818  |  |   | 23,071  |  
|                                             |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|Diluted net income (loss) per share:         |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|Diluted net income (loss) per ordinary share |  | $                                     | (0.64  | ) |      | $ | 0.24   |  | $    | 0.63   |      | $ | 0.41    |  | $ | (0.41   | )
|                                             |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|Shares used in per share calculation         |  |                                       | 6,870  |   |      |   | 19,632 |  |      | 21,254 |      |   | 21,363  |  |   | 23,071  |  
|                                             |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|                                             | 
|                                             |  | December 31,                          |       
|                                             |  | 2000                                  |        |   | 2001 |   | 2002   |  | 2003 |        | 2004 |  
|                                             |  | (in thousands)                        |       
|Consolidated Balance Sheet Data:             |  |                                       |        |   |      |   |        |  |      |        |      |   |         |  |   |         |  
|Cash and Cash equivalents                    |  | $                                     | 18,388 |   |      | $ | 58,488 |  | $    | 79,509 |      | $ | 91,004  |  | $ | 54,495  |  
|Working capital                              |  |                                       | 6,523  |   |      |   | 34,771 |  |      | 56,110 |      |   | 66,214  |  |   | 33,546  |  
|Total assets                                 |  |                                       | 32,287 |   |      |   | 71,838 |  |      | 96,417 |      |   | 110,544 |  |   | 193,109 |  
|Long term obligations                        |  |                                       | 3,269  |   |      |   | 2,594  |  |      | 6,433  |      |   | 6,082   |  |   | 19,602  |  
|Total shareholders equity                   |  |                                       | 5,075  |   |      |   | 34,517 |  |      | 52,449 |      |   | 63,816  |  |   | 105,199 |  



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##### Index to Financial Statements

ITEM 7.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Selected Financial
Data and our financial statements and the related notes included elsewhere in this Form 10-K. The statements contained in this Form 10-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act, including, without limitation, statements regarding our expectations, beliefs, intentions or strategies regarding the future. All forward-looking statements included in this Form 10-K are based on
information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results to
differ materially from those implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expects, plans,
anticipates, believes, estimates, predicts, potential, or continue, or the negative of these terms or other comparable terminology. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Important factors that may cause actual results to differ from expectations include those discussed in
Risk Factors.



Overview



Verisitys discussion and analysis of its financial condition and
results of operations are based upon Verisitys consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.



We provide software and hardware products that automate the process of
detecting flaws in the designs of electronic systems and ICs and enable our customers to deliver higher quality electronic products, accelerate time-to-market and reduce overall product development costs. We were founded in September 1995 and
commenced operations in January 1996. In November 1999, we acquired SureFire Verification, Inc. by merging it into our wholly-owned subsidiary, Verisity Design, Inc., a California corporation. The SureFire acquisition was accounted for under the
pooling-of-interests method.



On February 9, 2004, we completed
our acquisition of Axis, a company that provides certification and simulation software/hardware solutions that enable System-on-Chip designers to verify the accuracy, optimization and functionality of integrated circuits. Axis offers a unique,
third-generation simulation technology that combines all languages and required engines for hardware, embedded software and system-level verification. The acquisition will enable Verisity to create a comprehensive and highly differentiated VPA
platform to exploit multiple discontinuities in the rapidly changing functional verification market.



On the Axis merger date future revenue related to firm contracts amounted to approximately $21.4 million. Of this amount, in accordance with Emerging
Issues Task Force (EITF) No. 01-3 Accounting in a Business Combination for Deferred Revenue of an Acquiree, approximately $15.3 million or 72% was permanently eliminated because the underlying obligations, primarily the
delivery of software and hardware elements, had largely been met prior to the merger date. Although this purchase accounting requirement will have no impact on our business or cash flow, it will adversely impact our reported GAAP revenue and make
certain measurements stated as a percentage of revenue less meaningful, particularly over the twelve months period starting on February 10, 2004 during which approximately $11.5 million of the eliminated amount was scheduled to be reported as
revenue for Axis.



On January 12, 2005, we announced that we
had entered into an Agreement and Plan of Merger with Cadence and Scioto River. Under the terms of the merger agreement, Scioto River will be merged with and into us and each outstanding ordinary share of Verisity will be converted into the right to
receive $12.00 in cash without interest, as described in Section 1.8(a) of the merger agreement. Following the merger, we will continue as the surviving corporation, and the separate corporate existence of Scioto River shall cease. The merger is



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subject to approval by our shareholders at a meeting currently scheduled for March 30, 2005, and to other customary conditions. The waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on February 25, 2005.



In 1996, we released our original Specman functional verification software product. In the fourth quarter of 1998, we released Specman Elite, an enhanced
version of our original Specman product and have continued to make further enhancements each year. In 2003 and 2004 we introduced further enhancements to our Specman Elite products as well as several new products and methodologies targeted at chip
and system level verification and overall verification project level management. We have also introduced several other products and support programs, which enhance the use of our products in the functional verification process. Since these new
products and services were introduced primarily in the latter part of 2003 and throughout 2004, we expect customers to sample them in low volume, initially before adopting them more broadly, therefore their contribution to total revenue in 2004 was
modest. Please see the risk factor for the effect on our revenue if our products are not adopted.



Our sales are generally denominated in United States dollars; however, a portion of our operating expenses in international locations is denominated in
local currencies. Historically, our exposure to foreign exchange fluctuations has been minimal. However, as our international sales and operations expand, we anticipate that our exposure to foreign currency fluctuations will increase.



Our total revenue, which consists of license revenue, maintenance revenue and
other services revenue, was $52.5 million in 2002, $48.5 million in 2003 and $58.0 million in 2004. License revenue consists of fees paid by our customers to license our software and hardware products. Maintenance revenue consists of fees for
support and product updates, typically for a one-year period. Other services revenue consists of training and consulting fees. Historically, we have generated the majority of our total revenue from license fees. However, as a result of our growing
customer base, maintenance revenue has increased as a percent of total revenue. Sales of our Specman Elite and other functional verification class of products, as mentioned above, accounted for 100% of our license revenue in 2002, 2003 and 2004. We
expect that substantially all of our revenue in 2005 will continue to be generated from sales of licenses of our functional verification products and related maintenance and other services.



Throughout all of 2002 and the first half of 2003, our customers continued to
face a particulary difficult and unpredictable economic environment with respect to the end markets for their products and their overall financial health. The year 2002 marked the third consecutive year of such a protracted downturn in the economic
environment for the electronics industry in which our customers compete. These uncertainties continued into 2003 and began to abate to some extent as the year progressed. The result of this prolonged uncertainty caused most customers to scrutinize
carefully their R&D investments with spending decisions being delayed as long as possible and, in some cases, additional development programs being further rationalized or discontinued and many smaller companies going out of business. While the
economic environment appeared to improve during the second half of 2003 and throughout 2004, our customers continued to demonstrate caution in respect to their R&D spending decisions.



Orders for our functional verification products, maintenance and other services increased in 2002 over order levels recorded
in 2000 and 2001, however the rate at which new orders were received slowed in the latter half of the year and did not keep pace with the growth in reported revenue causing backlog to drop, due primarily to the economic environment. As a result, we
reported a sequential revenue decline in the first quarter of 2003 and flat revenue of just over $12 million per quarter for the remaining three quarters of 2003. New orders for our products and services declined in 2003 as compared to 2002,
however, after hitting a low point in our seasonably weak first quarter we did experience resurgence in the rate of new orders as the year progressed. In particular, new orders in the second half of 2003 grew compared to the same period in 2002.



In the first quarter of 2004, traditionally our seasonally
weakest quarter, orders declined sequentially from a strong fourth quarter 2003, but were up from the first quarter of 2003 and were at parity with revenue reported in



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##### Index to Financial Statements

the quarter. In the second, third and fourth quarters of 2004 orders increased sequentially and from the same respective quarters of 2003 and were greater
than the revenue reported in the periods, providing growth to our backlog. Orders in the fourth quarter were particularly strong resulting in the highest quarterly total to-date. Orders for time-based licenses in 2004 continued to grow as a
proportion of overall orders, which generates a more ratable and somewhat slower growing revenue stream over time. We cannot predict with any certainty if forward-looking orders will continue to grow, or when and if forward-looking revenue may
increase. Please see the risk factors for the effect on our revenue if our products are not adopted.



We sell our products and related maintenance and other services directly through our direct sales force and through indirect channels that include
international distributors and sales representatives. Direct sales account for substantially all of our sales in North America. Revenue from sales outside North America accounted for 32.4% of our total revenue in 2002, 32.9% of our total revenue in
2003 and 34.0% of our total revenue in 2004. We believe that international markets represent a significant growth opportunity for our business and we anticipate that international revenue will increase as a percent of total revenue in the future.



As a result of our acquisition of Axis in 2004, we acquired
their wholly owned subsidiary in Japan through which they sell their products directly in Japan. Verisity has always sold its VPA software products in Japan though a distributor. In the second half of 2004 we went through a transition program to
transfer the sale of these products from our distributor to our subsidiary in Japan. We anticipate that beginning in 2005 we will sell all of our products directly in Japan through our subsidiary.



In order to increase market share in international locations and better serve
our global customers, we plan to further expand our international operations. We expect that this expansion will require a substantial investment in personnel, facilities and operations, which tend to be more costly than similar investments in
domestic operations. As a result of these investments in our international operations, we may experience an increase in cost of sales and other operating expenses disproportionate to revenue from those operations.



Our indirect sales channels include independent sales representatives and
distributors. Although we enter into general sales contracts with our distributors and sales representatives, generally they are not obligated to purchase any of our products. We rely on our indirect sales channels to submit purchase orders for
specific quantities of our products.



We license our software
products to customers under either perpetual or time-based licenses. Further, with respect to these time-based license arrangements for our software products, we allocate the revenue based on our standard price list, which has resulted in
approximately 66% being allocated to license revenue and 34% being allocated to maintenance revenue. The term for our time-based software licenses is typically one year. Our software products do not require customization or modification for our
customers to install and use them. Customers purchasing maintenance receive Internet-based technical support, telephone support and unspecified product updates when we choose to make updates available. Our perpetual and time-based licenses are
always sold with maintenance. Maintenance for perpetual licenses may then be separately renewed. We believe these product updates, which our customers have the right to use for the remaining term of their license, are the primary reason that a
majority of our customers renew maintenance every year. Our services include training in the use of our products and consulting services.



We sell our hardware system products in conjunction with high value software elements and we recognize revenue in accordance with American Institute of
Certified Public Accountants Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9. Our hardware related contracts with customers generally include multi-year lease arrangements or perpetual license
arrangements for software and hardware products and postcontract maintenance. Maintenance can be renewed annually at the customers discretion in the case of perpetual license. However, VSOE does not exist for the Companys postcontract
maintenance; therefore, product and maintenance revenue is recognized ratably in a time-based manner over the lease term or initial



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##### Index to Financial Statements

maintenance term in the case of perpetual license, once there are no other undelivered elements except postcontract maintenance. Revenue recognition begins
when delivery has occurred and all other revenue recognition criteria have been met.



Our products are generally priced based on a perpetual or an annual time- based fee per license. Our list prices generally range from $5,000 to $50,000 per license for our software products and can range from several
hundreds of thousands to several millions of dollars for our hardware products, depending on the product, license term and the capacity of the hardware product being ordered. We generally price one year of maintenance at 15% of the list price of a
perpetual license. Our perpetual and time-based licenses are always sold with maintenance. Maintenance for perpetual licenses may then be separately renewed.



We anticipate that our operating expenses will increase substantially in the future as we fund additional research and development projects, increase our
sales and marketing operations both domestically and internationally, develop new sales channels, increase our technical services capabilities and improve our operational and financial systems. Accordingly, we will need to generate higher revenue in
the future to sustain our profitability. Please also refer to the Risk Factors.



We had 295 employees as of December 31, 2004, an increase from 205 employees as of December 31, 2003.



Critical Accounting Policies



The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to collection of accounts receivable, income taxes, contingencies and
litigation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



Our critical accounting policies are as follows:



| | · |  | Revenue recognition;
| | - |  | --------------------



| | · |  | Accounting for doubtful accounts;
| | - |  | ---------------------------------



| | · |  | Accounting for Non-Cash Charges Related to Equity Issuances and amortization of deferred compensation;
| | - |  | ------------------------------------------------------------------------------------------------------



| | · |  | Accounting for income taxes.
| | - |  | ----------------------------



Revenue recognition.    For each sales arrangement, we recognize revenue when we have persuasive evidence of an arrangement, we
deliver the product and the related license key or we perform the services, with no remaining obligations; the fee is fixed or determinable; and we determine that collection of the fee is probable. For perpetual licenses, once all of these
conditions have been satisfied, we recognize license revenue based upon the residual method after all elements which do not have vendor-specific objective evidence (VSOE) of fair value have been delivered as prescribed by Statement of
Position 98-9, Modification of SOP No. 97-2, Software Revenue Recognition, with Respect to Certain Transactions, as VSOE of fair value for the delivered elements does not exist. We recognize revenues from product sales through our
international distributors when the distributor sells a product license to an end user.



In accordance with SOP No. 97-2, VSOE of fair value of maintenance can be determined by reference to the price the customer is charged when maintenance is sold separately, which is based on the price we established
and have received from our customers for separate maintenance renewals. Because almost every purchaser of perpetual software licenses subsequently purchases separate annual maintenance renewals, we believe we have



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##### Index to Financial Statements

VSOE of fair value for these maintenance arrangements. However, with respect to our time-based licenses with terms of less than 24 months, we have concluded
that we do not have VSOE of fair value for maintenance. As a result, we recognize the revenue for these time-based licenses ratably over the period of the arrangement.



Hardware system revenues are derived from sales of platform products. Due to high value software elements in these systems
revenue is recognized in accordance with American Institute of Certified Public Accountants Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9. Hardware related contracts with customers generally include
multi-year lease arrangements or perpetual license arrangements for software and hardware products and postcontract maintenance. Maintenance can be renewed annually at the customers discretion in the case of perpetual license. However, VSOE
does not exist for the Companys postcontract maintenance; therefore, product and maintenance revenue is recognized ratably in a time-based manner over the lease term or initial maintenance term in the case of perpetual licenses, once there are
no other undelivered elements except postcontract maintenance. Revenue recognition begins when delivery has occurred and all other revenue recognition criteria have been met.



Our revenue recognition policy is significant because our revenue is a key component of our results of operations. In
addition, our revenue recognition determines the timing of recognizing certain expenses, such as commissions that we match with the corresponding revenue. We follow very specific and detailed guidelines in measuring revenue. Any shortfall in revenue
or delay in recognizing revenue could cause our operating results to vary significantly from quarter to quarter and could result in future operating losses.



Accounting for doubtful accounts.    Our accounts receivable are mainly derived from sales to customers located primarily in
North America, Europe, Israel and the Eastern Asia. We perform periodic credit evaluations of our customers financial condition and generally do not require them to pledge collateral or grant us a security interest in their assets to secure
their payment obligation to us. As of December 31, 2003, and 2004, the allowances for doubtful accounts were $2,000 and $2,000.



Accounting for Non-Cash Charges Related to Equity Issuances and amortization of deferred compensation.We account for
employee share option grants in accordance with Accounting Principles Board (APB) 25 and related interpretations. Under APB 25, when the exercise price of share options granted to employees equals the market price of the underlying
shares on the date of grant, no compensation expense is recognized. We have adopted the disclosure only alternative described in Statement of Financial Accounting Standards (SFAS) 123, Accounting for Stock-Based
Compensation which was amended by SFAS 148, Accounting for Stock-Based CompensationTransition and Disclosure, and expands the disclosure requirements.



In 2001 and prior years we recorded deferred share compensation representing the difference between the fair value of the
ordinary shares for financial reporting purposes and the exercise price of the underlying options at date of grant. These amounts were recorded as a reduction of shareholders equity and were amortized over the vesting period of the individual
options, generally four years, using the graded vesting method. We recorded amortization of deferred share compensation with respect to these option grants of $331,000 for the year ended December 31, 2002, $125,000 for the year ended December 31,
2003, and $14,000 for the year ended December 31, 2004.



Non-cash charges related to equity issuances also include the amortization of deferred compensation associated with the Axis merger that is applicable to restricted ordinary shares and restricted share units granted to certain Axis
employees as part of the merger, the intrinsic value of the unvested Axis options, and in respect to ordinary share proceeds retained by the Company from certain key Axis employees which are subject to vesting in connection with retention
agreements. Non-cash charges related to equity issuances, with respect to Axis acquisition, were $5.1 million for the year ended December 31, 2004.



Amortization of deferred compensation associated with the retention of cash proceeds in respect to the merger was $4.1 million for the year ended December
31, 2004.



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##### Index to Financial Statements

Accounting for income taxes.    We account for income taxes in accordance with
SFAS 109, Accounting for Income Taxes. This Statement prescribes the use of the liability method whereby deferred taxes assets and liability account balances are determined based on differences between financial reporting and tax bases
of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.



Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Future taxable income and/or tax
planning strategies may eliminate all or a portion of the need for the valuation allowance. In the event we determine we are able to realize our deferred tax assets, an adjustment to the valuation allowance may increase income in the period such
determination is made.



Under Israeli tax law, Israeli
companies are generally subject to income tax at the corporate tax rate of 35% in 2004 (34% in 2005, 32% in 2006, 30% in 2007 and thereafter). However, income recognized by us from our investment programs that have been granted approved
enterprise status is tax exempt or taxed at a lower rate for a specified period commencing on the date we exhaust any net operating loss carryforwards. These tax benefits are not available to us with respect to income of our subsidiaries. If
these tax incentives are not renewed, if the tax rates applicable to us are rescinded or changed, or if tax authorities successfully challenge the manner in which profits are recognized among our subsidiaries or within specified tax jurisdictions,
our worldwide effective tax rate could increase and our results of operations and cash flow could be materially harmed.



Results of Operations



The following table sets forth the results of our operations expressed as a percent of total revenue. Our historical operating results are not necessarily
indicative of the results for any future period.



|                                             |  |                         |   |  |       |   |  |       |   |  |       |   
|-------------------------------------------- |  | ----------------------- | - |  | ----- | - |  | ----- | - |  | ----- | --
|                                             |  | Year Ended December 31, |  
|                                             |  | 2001                    |   |  | 2002  |   |  | 2003  |   |  | 2004  |   
|Consolidated Statement of Operations Data:   |  |                         |   |  |       |   |  |       |   |  |       |   
|Revenue:                                     |  |                         |   |  |       |   |  |       |   |  |       |   
|License                                      |  | 65.4                    | % |  | 62.1  | % |  | 60.4  | % |  | 57.0  | % 
|Maintenance                                  |  | 29.4                    |   |  | 34.9  |   |  | 37.4  |   |  | 41.6  |   
|Other services                               |  | 5.2                     |   |  | 3.0   |   |  | 2.2   |   |  | 1.4   |   
|                                             |  |                         |   |  |       |   |  |       |   |  |       |   
|Total revenue                                |  | 100.0                   |   |  | 100.0 |   |  | 100.0 |   |  | 100.0 |   
|Cost of revenue:                             |  |                         |   |  |       |   |  |       |   |  |       |   
|License                                      |  | 1.4                     |   |  | 0.3   |   |  | 0.3   |   |  | 5.3   |   
|Maintenance                                  |  | 4.5                     |   |  | 3.9   |   |  | 4.3   |   |  | 4.3   |   
|Other services                               |  | 3.0                     |   |  | 1.4   |   |  | 1.2   |   |  | 0.9   |   
|                                             |  |                         |   |  |       |   |  |       |   |  |       |   
|Total cost of revenue                        |  | 8.9                     |   |  | 5.6   |   |  | 5.8   |   |  | 10.5  |   
|Gross profit                                 |  | 91.1                    |   |  | 94.4  |   |  | 94.2  |   |  | 89.5  |   
|Operating expenses:                          |  |                         |   |  |       |   |  |       |   |  |       |   
|Research and development, net                |  | 22.9                    |   |  | 17.5  |   |  | 21.2  |   |  | 28.0  |   
|Sales and marketing                          |  | 44.2                    |   |  | 38.3  |   |  | 42.8  |   |  | 50.7  |   
|General and administrative                   |  | 13.1                    |   |  | 10.6  |   |  | 11.8  |   |  | 15.6  |   
|Non-cash charges related to equity issuances |  | 2.0                     |   |  | 0.7   |   |  | 0.4   |   |  | 8.9   |   
|Amortization of deferred compensation        |  |                        |   |  |      |   |  |      |   |  | 7.1   |   
|Amortization of intangible assets            |  |                        |   |  |      |   |  |      |   |  | 6.6   |   
|                                             |  |                         |   |  |       |   |  |       |   |  |       |   
|Total operating expenses                     |  | 82.2                    |   |  | 67.1  |   |  | 76.2  |   |  | 116.9 |   
|Operating income (loss)                      |  | 8.9                     |   |  | 27.3  |   |  | 18.0  |   |  | (27.4 | ) 
|                                             |  |                         |   |  |       |   |  |       |   |  |       |   
|Other income (expenses), net                 |  | 3.8                     |   |  | 1.6   |   |  | 1.5   |   |  | 0.7   |   
|                                             |  |                         |   |  |       |   |  |       |   |  |       |   
|Net income (loss) before income taxes        |  | 12.7                    |   |  | 28.9  |   |  | 19.5  |   |  | (26.7 | ) 
|Income tax provision (benefit)               |  | 0.6                     |   |  | 3.5   |   |  | 1.6   |   |  | (10.3 | ) 
|                                             |  |                         |   |  |       |   |  |       |   |  |       |   
|Net income (loss)                            |  | 12.1                    | % |  | 25.4  | % |  | 17.9  | % |  | (16.4 | )%
|                                             |  |                         |   |  |       |   |  |       |   |  |       |   



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##### Index to Financial Statements

Years Ended December 31, 2003 and 2004



Total revenue



Our total revenue increased by 19.7% from $48.5 million for the year ended December 31, 2003 to $58.0 million for the year ended December 31, 2004. This
increase was attributable to approximately $5.0 million of higher sales to our existing customers and approximately $4.5 million of sales to new customers. For the year ended December 31, 2003, there were two customers, who contributed 12.2% and
11.4% of total revenue. In the year ended December 31, 2004, no customer contributed more than 10% of total revenue. Please see Risk Factors regarding the effect on our business if we lose such customers.



License revenue.    Our license revenue increased
by 12.9% from $29.3 million for 2003 to $33.1 million for 2004. This increase resulted from an increase in revenue from time-based license revenue of $6.7 millions, partially offset by a decrease in revenue from perpetual licenses of $2.9 million.
This reflects the continued shift in customers demand towards time-based license arrangements from perpetual licenses with such time-base revenue contributing approximately 94.4% of total license revenue in 2004. License revenue from Platform
products began to contribute to total license revenue starting from the second quarter, and is primarily recognized ratably in a time-based manner.



Maintenance revenue.    Our maintenance revenue increased by 33.2% from $18.1 million for 2003 to $24.1 million for 2004. This
increase was primarily attributable to the recognition of revenue from maintenance services that we sold in connection with the sale of new licenses, particularly in respect to time-based licenses, and ongoing maintenance contract obligations
acquired from Axis.



Other services
revenue.    Our other services revenue decreased by 23.2% from $1.1 million for 2003 to $0.8 million for 2004. This decrease was primarily attributable to less training and consulting services.



Cost of revenue



Cost of license revenue.    Cost of license
revenue consists of costs of software licenses, components and assembly of hardware systems and is recognized in the same manner as the underlying product revenue. Our cost of license revenue increased 2105% from $140,000 for 2003 to $3.1 million
for 2004. This increase is primarily attributable to components and assembly costs related to the sales of hardware products in 2004, stemming from our acquisition of Axis. As a percent of license revenue, the cost of license revenue was 0.5% for
2003 and 9.3% for 2004. We expect that the absolute dollar amount of the cost of license revenue will increase over the next 12 months if the sale of licensed software products continues to increase.



Cost of maintenance revenue.    Cost of
maintenance revenue consists primarily of personnel and other expenses related to providing maintenance support to our customers. Our cost of maintenance revenue increased 18.2% from $2.1 million for 2003 to $2.5 million for 2004. This increase was
primarily attributable to increased technical customer support personnel to provide the required levels of support to a growing customer base and portfolio of products and technologies. As a percent of maintenance revenue, the cost of this revenue
decreased from 11.7% for 2003 to 10.4% for 2004. This decrease was primarily due to the increase in maintenance revenue in 2004. We expect that the absolute dollar amount of the cost of maintenance revenue will continue to increase in the next 12
months.



Cost of other services
revenue.    Cost of other services revenue consists primarily of internal and contracted personnel and other expenses related to providing training and consulting services to our customers. Our cost of other services revenue
decreased 12.9% from $573,000 for 2003 to $499,000 for 2004. This decrease was primarily attributable to the decrease in externally contracted training services. As a percent of other services revenue, the cost of this revenue increased from 52.9%
for 2003 to 59.9% for 2004.



Operating expenses



Research and
development.    Research and development expenses consist primarily of costs related to research and development personnel, including salaries and other personnel-related expenses, sub-contracting



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##### Index to Financial Statements

fees, facilities and depreciation from computer equipment used in our product and technology development. Our research and development expenses increased
58.0% from $10.3 million for 2003 to $16.2 million for 2004. This increase was primarily related to the inclusion of engineering personnel acquired from Axis for the period beginning on February 10, 2004, and to a lesser extent attributable to the
number of developers employed in the continuing enhancement and integration of our software and hardware products. As a percent of total revenue, research and development expenses increased from 21.2% for 2003 to 28.0% for 2004. This increase as a
percent of revenues is attributable to proportionately lower revenue for platform products for the period beginning February 10, 2004 due to the purchase accounting effects on revenue and to a lesser extent the addition of personnel acquired from
Axis and newly hired developers working on the enhancement and integration of products. We believe that significant investment in research and development has been and will continue to be required to develop new products and enhance existing
products to allow us to further penetrate our target markets. Furthermore, we expect to increase research and development expenses directly related to the integration of certain of our technologies with technologies recently acquired with Axis to
create new products that will significantly broaden our VPA platform and allow us to address much larger target markets. We therefore anticipate that the absolute dollar amount of research and development expenses will increase in the future.



Sales and marketing.    Sales and
marketing expenses consist primarily of salaries, commissions, travel for sales and marketing personnel and promotional and advertising costs. Our sales and marketing expenses increased 41.6% from $20.8 million for 2003 to $29.4 million for 2004.
This increase is primarily attributable to the integration of Axiss sales and marketing resources with Verisity beginning February 10, 2004. As a percent of total revenue, sales and marketing expenses increased from 42.9% for 2003 to 50.7% for
2004. This increase as a percent of revenues is primarily attributable to proportionately lower revenue for platform products in the period beginning February 10, 2004 due to the purchase accounting effects on revenue. We expect sales and marketing
expenses to increase as we expand our geographic reach, hire additional personnel and increase technical sales personnel in support of new products that we will introduce as a result of integrating Verisity and Axis technologies.



General and administrative.    General and
administrative expenses consist primarily of salaries and other personnel-related expenses for our administrative, legal, human resources, investor relations and finance personnel, facilities, insurance and professional services fees. Our general
and administrative expenses increased 58.5% from $5.7 million for 2003 to $9.1 million for 2004. This increase is primarily attributable to the inclusion of Axiss expenses for the period beginning on February 10, 2004, and to increased
expenses associated with preparing to meet new public reporting requirements, primarily as a result of the Sarbanes-Oxley Act. As a percent of total revenue, general and administrative expenses increased from 11.8% for 2003 to 15.6% for 2004. This
increase as a percent of revenues is attributable to proportionately lower revenue for platform products in the period beginning February 10, 2004 due to the purchase accounting effects on reportable revenue and to a lesser extent the addition of
personnel acquired from Axis and incremental costs of meeting new public reporting requirements. We expect general and administrative expenses to increase for the foreseeable future as we expand our administrative staff and incur expenses associated
with being a public company, including the costs of annual and periodic reporting, and reporting in accordance with Section 404 of the Sarbanes-Oxley Act, investor relations programs and insurance.



Non-cash charges related to equity issuance, amortization of deferred
compensation and amortization of intangible assets.    Non-cash charges related to equity issuances reflect the amortization of the deferred share-based compensation, representing the difference between the fair value of the
ordinary shares and the exercise price of the underlying options. Non-cash charges related to equity issuances also include the amortization of deferred compensation associated with the Axis merger that is applicable to restricted ordinary shares
and restricted share units granted to certain Axis employees as part of the merger, the intrinsic value of the unvested Axis options, and in respect to ordinary share proceeds retained by the Company from certain key Axis employees which are
subject to vesting in connection with retention agreements. Non-cash charges related to equity issuances were $176,000 for 2003 and $5.2 million for 2004. Amortization of deferred compensation associated with the retention of cash proceeds in
respect to the merger was $4.1 million for 2004. Amortization of intangible assets associated with the merger was $3.8 million for 2004.



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##### Index to Financial Statements

Interest income, interest expenses and other income, net



Interest income, interest expenses and other income, net consists of
interest income on our cash and cash equivalents, net of interest expense on our obligations under capital leases and other miscellaneous expenses. Our interest income, interest expenses and other income, net decreased from $712,000 for 2003 to
$386,000 for 2004. This net decrease was primarily due to foreign exchange differences and to lower interest income earned from lower balances of cash and cash equivalent due to the cash payment to Axis stockholders in connection with the
merger.



Income taxes



We recorded an income tax benefit of $6.0 million in 2004, and an income tax
provision of $752,000 in 2003. The income tax benefit for 2004 is primarily due to a tax benefit from current operating losses in the U.S. offset by income and withholding taxes in other jurisdictions. The provision for income taxes in 2003 is
primarily due to income taxes in jurisdictions other than Israel and various withholding taxes.



As of December 31, 2003 and 2004, we had approximately $9.2 million and $17.7 million of US federal net operating loss carryforwards, respectively. These
United States federal net operating loss carryforwards expire between the years 2012 and 2024. As of December 31, 2004 we had $1,900,000 of US federal research and development credit, and $1.1 million of state research and development credit. These
US federal research and development credit will begin to expire in 2010; the state research and development credit have no expiration date. The amount of net operating losses and credits that we can utilize may be limited under tax regulations in
some circumstances including acquisition activities.



As of
December 31, 2004, the Company had deferred tax assets of approximately $13.0 million. The Company has evaluated the need for a valuation allowance for the deferred tax assets in accordance with the requirements of Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. As of December 31, 2004, the Company had no ability to realize its U.S federal and state deferred tax assets through carrybacks or available tax planning strategies for Verisity and has
therefore recorded a valuation allowance on these assets.



We
have not recognized any benefit from the future use of loss carryforwards outside of the U.S. for these periods or for any other period since inception because of uncertainty surrounding their realization, in accordance with FAS 109. The amount of
net operating losses that we can utilize may be limited under tax regulations in some circumstances, including acquisition activities.



Years Ended December 31, 2002 and 2003



Total revenue



Our total revenue decreased by 7.7% from $52.5 million for the year ended December 31, 2002 to $48.5 million for the year ended December 31, 2003. This
decrease was attributable to approximately $5.3 million of lower sales to our existing customers and partially offset by approximately $1.3 million of sales to new customers. For the year ended December 31, 2002, one customer who contributed 10.8%
of total revenue, was the only customer to account for more than 10% of total revenue. In the year ended December 31, 2003, two customers, who contributed 12.2% and 11.4% of total revenue, respectively, were the only customers to account for more
than 10% of total revenue.



License
revenue.    Our license revenue decreased by 10.1% from $32.6 million for 2002 to $29.3 million for 2003. Revenue from perpetual licenses decreased 41.8% from $8.2 million for 2002 to $4.8 million for 2003 and revenue from
time-based licenses increased 0.5% from $24.4 million for 2002 to $24.5 million for 2003. This reflects a continued movement by our customers toward election of time-based licenses over perpetual licenses. We believe the primary reason for this
trend is that it provides customers the most affordable means for licensing our products.



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##### Index to Financial Statements

Maintenance revenue.    Our maintenance revenue decreased by 1.2% from $18.3
million for 2002 to $18.1 million for 2003. This decrease was primarily attributable to lower renewal maintenance revenue in connection with perpetual licenses.



Other services revenue.    Our other services revenue decreased by 32.0% from $1.6 million for 2002 to $1.1 million for
2003. This decrease was primarily attributable to fewer training services being requested by our customers, which we believe resulted from customers reduced training budgets and a larger population of trained and knowledgeable users at our
customers base.



Cost of revenue



Cost of license revenue.    Our product delivery
costs are minimal as our software products are principally always delivered through electronic transmission. Our cost of license revenue decreased 14.1% from $163,000 for 2002 to $140,000 for 2003. As a percent of license revenue, the cost of
license revenue was 0.5% for 2002 and 0.5% for 2003.



Cost
of maintenance revenue.    Cost of maintenance revenue consists primarily of personnel and other expenses related to providing maintenance support to our customers. Our cost of maintenance revenue increased 3.5% from $2.0
million for 2002 to $2.1 million for 2003. This increase was primarily attributable to increased technical customer support personnel to provide the required levels of support to a growing portfolio of products and technologies. As a percent of
maintenance revenue, the cost of this revenue increased from 11.2% for 2002 to 11.7% for 2003. This increase was primarily due to the decrease in maintenance revenue in 2003.



Cost of other services revenue.    Cost of other services revenue consists primarily of internal
and contracted personnel and other expenses related to providing training and consulting services to our customers. Our cost of other services revenue decreased 23.8% from $752,000 for 2002 to $573,000 for 2003. This decrease was primarily
attributable to the decrease in externally contracted training services. As a percent of other services revenue, the cost of this revenue increased from 47.2% for 2002 to 52.9% for 2003.



Operating expenses



Research and development.    Research and development expenses consist primarily of costs related to research and development
personnel, including salaries and other personnel-related expenses, sub-contracting fees, facilities and computer equipment used in our product and technology development. Our research and development expenses increased 11.6% from $9.2 million for
2002 to $10.3 million for 2003. This increase was primarily related to the increase in the number of software developers employed in the continuing enhancement of our software products. As a percent of total revenue, research and development
expenses increased from 17.5% for 2002 to 21.2% for 2003. This increase was primarily related to the decrease in total revenue for the year ended 2003 and also an increase in the absolute dollar amount spent on research and development for 2003.
During 2003 we announced several new products and technologies which resulted from these development efforts.



Sales and marketing.    Sales and marketing expenses consist primarily of salaries, commissions, travel, and promotional and
advertising expenses. Our sales and marketing expenses increased 3.4% from $20.1 million for 2002 to $20.8 million for 2003. This increase is primarily attributable to the hiring of additional sales and marketing personnel, including related travel
and office expenses, of approximately $1.5 million, partially offset by a decrease in commission expenses resulting from lower revenue levels. As a percent of total revenue, sales and marketing expenses increased from 38.3% for 2002 to 42.9% for
2003. This increase was attributable to the decrease in total revenue for 2003 and increase in sales personnel to address expanding growth opportunities in certain geographic markets.



General and administrative.    General and administrative expenses consist primarily of salaries
and other personnel-related expenses for our administrative, legal, human resources, investor relations, information



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technology and finance personnel and expenses for facilities, insurance, and professional services. Our general and administrative expenses increased 2.9%
from $5.6 million for 2002 to $5.7 million for 2003. This increase is primarily attributable to the hiring of additional personnel. As a percent of total revenue, general and administrative expenses increased from 10.6% for 2002 to 11.8% for 2003.
This increase was primarily attributable to the decrease in total revenue for 2003.



Non-cash charges related to equity issuances.    Non-cash charges related to equity issuances were $577,000 for 2002 and $102,000 for 2003. These amounts, for 2002, related to research and
development expenses of $67,000, cost of other services revenue of $7,000, sales and marketing expenses of $162,000, general and administrative expenses of $164,000 and $177,000 as a reduction to revenue in connection with options granted to
distributors. These amounts, for 2003, related to the following: research and development expenses of $25,000, cost of other services revenue of $3,000, negative sales and marketing expenses of $15,000, general and administrative expenses of
$166,000 and $77,000 as an addition to revenue in connection with options granted to distributors. The negative sales and marketing expense and the addition to revenue were due to lower market price of the Companys shares, in connection with
re-measurement of options granted to a sale representative and a distributor.



Interest income, interest expenses and other income, net



Interest income, interest expenses and other income, net consists of interest income on our cash and cash equivalents, net of interest expense on our
obligations under capital lease and other miscellaneous expenses. Our interest income, interest expenses and other income, net decreased from $864,000 for 2002 to $712,000 for 2003. This decrease was primarily due to lower interest rates received on
cash and cash equivalents balances. As a percent of total revenue, interest income, interest expenses and other income, net decreased from 1.6% for 2002 to 1.5% for 2003.



Income taxes



We recorded an income tax provision of $752,000 in 2003 and $1.8 million in 2002. The provisions for income taxes in these years are primarily due to U.S.
alternative minimum taxes and various withholding taxes.



Liquidity and
Capital Resources



Since our inception, we have financed
our operations primarily through the private sale of convertible preferred shares and a public offering of ordinary shares. We have also financed our operations through the sale of ordinary shares pursuant to our equity incentive plans, equipment
financing and cash generated from the sale of our products and services. As of December 31, 2004, we had cash and cash equivalents of $54.5 million, an accumulated deficit of $4.8 million and working capital of $33.5 million.



Net cash provided by operating activities was $18.1 million, $11.1 million
and $0.8 million for the years ended December 31, 2002, 2003 and 2004, respectively. Cash provided by operating activities in 2002 was primarily attributable to net income, and increases in deferred revenues and other liabilities and accrued
compensation, partially offset by an increase in accounts receivable. Cash provided by operating activities in 2003 was primarily attributable to net income, and increases in deferred revenue and other liabilities and accrued compensation. Cash
provided by operating activities in 2004 resulted primarily from the net loss, offset by non-cash charges associated with the merger and, in addition, net changes in balance sheet accounts, primarily deferred revenues, deferred taxes and accounts
receivable.



Deferred revenues result from the billing and
collection of fees from our customers for the purchase of license and maintenance services for which we have not yet recognized revenue. We will recognize the respective revenue after meeting the terms and conditions detailed in our revenue
recognition policy and in accordance with accounting principles generally accepted in the United States. The long-term portion of deferred revenues reflects revenues that will be recognized more than 12 months in the future due to customers with



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##### Index to Financial Statements

license agreements or maintenance terms in excess of 12 months, and for which we already received the cash payments or expect to receive it in connection
with a current account receivable. In addition, certain of our software agreements require the staggered delivery of licenses over a period of time, some of which are in excess of 12 months in the future.



Net cash used in investing activities was $1.0 million for the year ended
December 31, 2002, $2.1 million for the year ended December 31, 2003, and $40.0 million for the year ended December 31, 2004. These investments in 2002 and 2003 were primarily for purchases of new computers, equipment and furniture as we expanded
operations. Net Cash used in investing activities in 2004 was primarily attributable to the cash used in the acquisition of Axis for $37.0 million, net of the cash acquired plus approximately $3.0 million for the purchase of equipment and
furnishings.



Net cash provided by financing activities was
$4.0 million, $2.6 million and $2.6 million for the years ended December 31, 2002, 2003 and 2004, respectively. Net cash provided by financing activities for all periods resulted primarily from the exercise of share options by employees and the
purchase of shares under our equity incentives plans.



Our
future liquidity and capital requirements will depend on numerous factors, including:



| | · |  | the amount and timing of our revenue;
| | - |  | -------------------------------------



| | · |  | the extent to which our existing and new products gain market acceptance;
| | - |  | -------------------------------------------------------------------------



| | · |  | the extent to which customers continue to renew annual maintenance;
| | - |  | -------------------------------------------------------------------



| | · |  | the cost, timing and extent of our product development efforts; and
| | - |  | -------------------------------------------------------------------



| | · |  | the cost, timing and extent of our sales, marketing and general administrative activities;
| | - |  | ------------------------------------------------------------------------------------------



| | · |  | the requirements associated with strategic acquisitions;
| | - |  | --------------------------------------------------------



We intend to continue to invest in the development of new products, enhancements to our existing products, expansion of our sales channels and,
potentially, expand our products and technologies through strategic acquisitions and alliances. The factors described above will affect our future capital requirements and the adequacy of our available funds.



We used $40.6 million of our cash balances to complete our acquisition of
Axis Systems on February 9, 2004. However, we believe that cash flow from operations together with our current cash and cash equivalents will be sufficient to meet our operating requirements for at least the next 12 months, including increased
operating expenses and purchases of property and equipment as described elsewhere in this Form 10-K. See also Note 14, Subsequent events.



We are party to an agreement and plan of merger with Cadence Design Systems, Inc., pursuant to which Cadence has agreed to acquire us. If this transaction
is not completed, we may decide to engage in acquisitions or investments in the next 12 months to an extent that could require additional financial resources. In that case, we may be required to raise additional financing through public or private
financings, strategic relationships or other arrangements. However, we cannot be certain that this funding, if needed, will be available on terms attractive to us, or at all. Furthermore, any additional equity financing may be dilutive to
shareholders, and debt financing, if available, may involve restrictive covenants.



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##### Index to Financial Statements

Our future minimum payments under noncancelable operating and capital lease agreements at December 31,
2004 were as follows (in thousands):



|                         |  |        |      
|------------------------ |  | ------ | -----
|                         |  | Leases
|Year ending December 31: |  |        |      
|2005                     |  | $      | 1,831
|2006                     |  |        | 1,689
|2007                     |  |        | 1,646
|2008                     |  |        | 1,611
|2009                     |  |        | 981  
|2010                     |  |        | 44   
|                         |  |        |      
|                         |  | $      | 7,802
|                         |  |        |      



On January 31, 2005
the Company signed a lease agreement for additional 5000 square foot office space in its Israeli offices for a period of 58 months that starts on May 1, 2005. In addition we extended the lease agreement for the current office space in its Israeli
offices for a period of 60 months that starts on March 1, 2005.



ITEM 7A.    QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK



We develop products primarily in Israel, and also in North America, and sell those products primarily in North America, Israel, Europe and the Eastern
Asia. Our sales outside North America were 32.9% of our total revenue in 2003 and 34.0% in 2004. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in
foreign markets. As substantially all of our sales are currently made in United States dollars, a strengthening of the United States dollar could make our products less competitive in foreign markets.



We incur expenses denominated in the local currencies in Israel, Japan and
Europe. As exchange rates vary, these expenses, when translated into United States dollars, may vary from expectations and adversely affect overall profitability.



As of December 31, 2004, the Company has one outstanding forward contract to hedge a receivable to be paid in Japanese yen.
The notional value of the contract is $8.5 million, and the contract expires on March 22, 2005. The contract subjects us to risk of accounting gains and losses; however, the gains and losses on the contract offsets gains and losses on the liability
being hedged. The bank counterparty to this contract exposes us to credit-related losses in the event of nonperformance; however, the counterparty is a major financial institution and we expect it to be able to perform its obligations under the
contract. We do not speculate with currency hedging instruments.



Our exposure to market risk for changes in interest rates relates primarily to our cash and cash equivalents. We maintain a conservative investment policy, which intends to ensure the safety and preservation of our invested funds by
limiting default risk, market risk and reinvestment risk. Our cash and cash equivalents as of December 31, 2004, consist primarily of short-term U.S. government securities, corporate bonds, demand deposits and money market funds held by institutions
in the United States.



Managements intent and current
practice is to invest funds in excess of current operating requirements in:



| | · |  | U.S. Treasury Securities
| | - |  | ------------------------



| | · |  | Federal Agency Securities (GSEs)
| | - |  | ---------------------------------



| | · |  | Commercial Paper
| | - |  | ----------------



| | · |  | Corporate Notes/Bonds
| | - |  | ---------------------



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##### Index to Financial Statements

| | · |  | Certificates of Deposit
| | - |  | -----------------------



| | · |  | Time Deposits
| | - |  | -------------



| | · |  | Municipal Obligations
| | - |  | ---------------------



| | · |  | Money-Market Auction Rate Debt
| | - |  | ------------------------------



| | · |  | Money-Market Funds
| | - |  | ------------------



According to our investment policy the obligor must be rated in the rating category as indicated below by at least two of the Nationally Recognized Statistical Rating Organizations (NRSROs).



|                  |  |       |  |         |  |           
|----------------- |  | ----- |  | ------- |  | ----------
|                  |  | S & P |  | Moodys |  | Fitch IBCA
|Short Term Rating |  | A-1   |  | P-1     |  | F-1       
|Long Term Rating  |  | A     |  | A       |  | A         



These investments,
included in our cash and cash equivalents, are exposed to short-term fluctuations in interest rates. Should interest rates fall, our cash equivalents may produce less income than expected. Our long-term liabilities, largely composed of deferred
revenues, are not subject to interest rate risk. Given the liquid nature of our cash and cash equivalents and the non-exposed nature of our long-term liabilities, we have concluded that we do not have material market risk exposure due to changes in
interest rates.



Recent Accounting Pronouncements



In December 2004, the FASB issued FASB Statement No. 123 (revised 2004),
Shared-Based Payment. Statement 123(R) addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are
based on the fair value of the enterprises equity instruments or that may be settled by the issuance of such equity instruments. Statement 123(R) requires an entity to recognize the grant-date fair-value of stock options and other equity-based
compensation issued to employees in the income statement. The revised Statement generally requires that an entity account for those transactions using the fair-value-based method, and eliminates the intrinsic value method of accounting in APB
Opinion No. 25, Accounting for Stock Issued to Employees, which was permitted under Statement 123, as originally issued.



The revised Statement requires entities to disclose information about the nature of the share-based payment transactions and the effects of those
transactions on the financial statements.



Statement 123(R) is
effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005 (i.e., third quarter 2005 for the Company). All public companies must use either the modified prospective or the modified retrospective
transition method. Early adoption of this Statement for interim or annual periods for which financial statements or interim reports have not been issued is encouraged. The Company has not yet evaluated the impact of adoption of this pronouncement
which must be adopted in the third quarter of our fiscal year 2005.



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Risk Factors



We acquired Axis System in February 2004, and may seek to expand our business through other acquisitions or through joint ventures in the future that could result in
diversion of resources and extra expenses, disrupt our business and harm our financial results and financial condition.



We completed our acquisition of SureFire Verification, Inc., in November 1999 and our acquisition of Axis in February 2004. Cadence Design Systems and
Synopsys each acquired their functional verification products by acquiring smaller companies that originally developed those products. There are many companies developing point solutions that are complementary to Verisity and consolidation is a
common outcome of new technology development in the electronic design automation industry. We may in the future decide to pursue acquisitions of businesses, products and technologies or establish joint venture arrangements, which could expand our
business. The negotiation of potential acquisitions or joint ventures as well as the integration of an acquired or jointly developed business, technology, service or product could divert our managements time and significantly disrupt our
business.



Furthermore, integration issues are complex,
time-consuming and expensive. The difficulties of integrating an acquired company include, among others:



| | · |  | consolidating research and development operations;
| | - |  | --------------------------------------------------



| | · |  | retaining key employees;
| | - |  | ------------------------



| | · |  | consolidating corporate and administrative infrastructures;
| | - |  | -----------------------------------------------------------



| | · |  | preserving the research and development and other important relationships of the companies;
| | - |  | -------------------------------------------------------------------------------------------



| | · |  | integrating and managing the technology of two companies;
| | - |  | ---------------------------------------------------------



| | · |  | minimizing the diversion of managements attention from ongoing business concerns; and
| | - |  | --------------------------------------------------------------------------------------



| | · |  | coordinating geographically separate organizations.
| | - |  | ---------------------------------------------------



We may not realize all the benefits of our acquisition of Axis or of any other companies we acquire in the future. Acquisitions could result in:



| | · |  | failure to gain market acceptance of resulting products and technologies;
| | - |  | -------------------------------------------------------------------------



| | · |  | loss of associated revenue due to purchase accounting rules;
| | - |  | ------------------------------------------------------------



| | · |  | additional operating expenses without additional revenue;
| | - |  | ---------------------------------------------------------



| | · |  | potential dilutive issuances of equity securities;
| | - |  | --------------------------------------------------



| | · |  | the incurrence of debt and contingent liabilities;
| | - |  | --------------------------------------------------



| | · |  | write off of goodwill and amortization of other intangibles;
| | - |  | ------------------------------------------------------------



| | · |  | research and development write-offs; and
| | - |  | ----------------------------------------



| | · |  | other acquisition and integration related expenses.
| | - |  | ---------------------------------------------------



As a result of these and other factors, our acquisition of Axis and of other companies in the future could contribute to financial results that differ
from the investment communitys expectations in any given quarter.



Our
quarterly operating results and ordinary share price may fluctuate, because we have a limited ability to accurately forecast our quarterly sales and our costs are relatively fixed in the short term.



We expect our quarterly operating results to fluctuate significantly due to
a variety of factors, many of which are outside of our control. Our revenue is difficult to predict and may fluctuate significantly from period-to-period. Because our expenses are largely independent of our revenue in any particular period, it is
difficult to accurately forecast our operating results. Our operating expenses are based, in part, on anticipated future revenue and a high percentage of our expenses are relatively fixed in the short term. As an example, our research and
development and sales and marketing expenses together accounted for more than 80% of our total operating



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expenses in 2002, 2003 and 2004. As a result, if our revenue is below expectations in any quarter, the negative effect may be magnified by our inability to
adjust our spending on these activities in a timely manner to offset the revenue shortfall.



As a result, we believe that period-to-period comparisons of our results of operations are not necessarily meaningful and, accordingly, that these comparisons should not be relied upon as indications of future
performance. Due to these and other factors, our operating results may be below market analysts expectations in some future quarters, which could cause the market price for our ordinary shares to decline.



We may not be able to gain GAAP profitability, which may cause the market price of our
ordinary shares to decline.



We expect to continue to
incur additional operating expenses resulting primarily from research and development, sales and marketing, possible strategic acquisitions and general and administrative activities. As a result, we will need to generate significant revenue to
sustain profitability. We may not be able to gain GAAP profitability in the future. We anticipate that our expenses will increase substantially in the next 12 months as we:



| | · |  | continue to invest in research and development to enhance our existing products and technologies and to develop additional functional verification products;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | increase our sales and marketing activities; and
| | - |  | ------------------------------------------------



| | · |  | implement additional internal systems, develop additional business infrastructure, implement and document procedures under the Sarbanes-Oxley Act and hire additional management
personnel to keep pace with our growth.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Any
failure to significantly increase our revenue as we implement our product and distribution strategies could also harm our ability to gain GAAP profitability and could negatively impact the market price of our ordinary shares. In addition, if we do
not attain or gain GAAP profitability in the future, we may be unable to continue our operations.



We compete in a market with rapidly evolving technologies and product innovations, and our products are based on new technologies that may not be accepted by potential customers.



We compete in markets that are characterized by rapid technological changes,
frequent new product introductions and innovations, uncertain product life cycles and changes in customer demands. For example, in these markets there could quickly emerge and gain acceptance a new functional verification technology that does not
rely on the use of software simulation of system, IC or IP core designs, which is the approach to functional verification supported by our current suite of products. Our future success will likely depend on our ability to respond to these factors,
in part by financing and managing the significant research and development investment that is often required to develop new generations of our functional verification technologies and introduce these product innovations to the marketplace in a
timely manner. If our development efforts are not successful or are significantly delayed, our products may become obsolete and we may be unable to retain existing customers or attract or retain new ones. Even if we are successful in financing and
managing a significant investment of our resources in product and technology innovations, such as our proprietary functional verification language called e, the industry may not accept or adopt them. The enhancement to our Specman
Elite products and other products and services we released in 2004 may not be broadly adopted by customers. Therefore, any enhancements or new generations of the technologies and products that we develop or acquire may not generate any revenue, or
revenue in excess of the costs of development or acquisition.



We may not be
able to compete effectively against, and may lose market share to, other vendors of functional verification products with greater resources and distribution channels, as well as engineering groups within potential customers that develop their own
functional verification tools.



We may face competition
from both existing vendors of functional verification tools and new ones that we anticipate will enter the market. We also compete with the internal engineering groups of large systems and



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semiconductor companies. In addition, we may face competition from companies developing functional verification products and methodologies based on new or
emerging technologies. Even though some of these companies may not currently have substantial financial or marketing resources to promote their competing products, they could obtain those resources either by engaging in financing activities or by
being acquired by larger companies with substantial financial or marketing resources and broader distribution channels, including larger companies that may already sell products to the design and functional verification engineering groups within our
existing or potential customer base.



Some of our existing
competitors are larger companies that sell suites of tools applicable to nearly all stages in the design and functional verification of systems and ICs. These companies, including Synopsys and Cadence Design Systems, have better brand recognition,
larger customer bases and greater financial and marketing resources than we do. These strengths may allow them to respond more quickly than we can to new or emerging technologies or standards and changes in customer requirements. These larger
companies may also be able to compete more effectively than we can on the basis of price. If these competitors elect to reduce the price of their competing products, we may be pressured to reduce the price of our products as well. However,
price-based competition would reduce our gross profit and, if prolonged, would make it more difficult for us to attain or maintain profitability. If we fail to compete effectively against these competitors, our market share and revenue could
decline, perhaps significantly.



In addition, we face
competition from verification engineering teams within both existing customers and potential customers that have developed and continue to use in-house verification tools and methodologies. One of our largest competitive challenges is to convince
these engineering teams that our products and methodologies are superior to those that they have developed internally, considering the license fees and other costs of adopting our products and a resistance to learning our e
verification language.



We face potential competitive risks from our
decision to place oureverification language in the public domain.



We donated a portion of our e verification language to a public standards body. Once we donate the entire language to the public domain, our competitors may be more likely to write functional
verification software that utilizes e, which may make their products more attractive to our customers. To the extent that our customers are not forced to abandon their investment in learning e and writing verification
environments using that language, our customers may move more easily to competitive products. This in turn could cause our market share and license revenue to decline.



If companies that design and sell systems and ICs do not adopt the use of our functional verification products, our revenue may not grow.



The adoption and continued use of our functional
verification products by companies that design and sell systems and ICs, known as systems and IC companies, is important to our continued success. If the market for functional verification products fails to grow or grows more slowly than we
currently anticipate, our business, financial condition and results of operations could be seriously harmed. Our ability to reach sustained revenue growth and gain profitability in the future will likely depend on the continued development of this
market and, to a large extent, on the continued growth in demand for communications and other electronic systems that incorporate complex systems and ICs.



We believe that broad market acceptance of our functional verification products will depend on several factors, including the ability to significantly
enhance the productivity of functional verification, ease of use, interoperability with third-party vendors design automation and functional verification products, our customers assessment of our financial resources and our technical,
managerial, service and support expertise, price and our customers financial condition. The enhancement to our Specman Elite products and other products and services we released in 2004 may not be broadly adopted by companies that design and
sell systems and ICs.



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Our revenue may decline substantially if our existing customers do not continue to purchase additional licenses or
renew maintenance for our products.



We rely on the sale
of additional licenses to, as well as the renewal of annual maintenance by, our existing customers. Additional revenue from our existing customers represented more than 90% of our total revenue in 2004. Even if we are successful in selling our
products to new customers, if we fail to sell additional licenses for our products to our existing customers or if they fail to renew their annual maintenance agreements, we could experience a material decline in revenue. None of our current
customers is obligated to license new or future generations of our functional verification products.



General economic conditions and terrorist attacks may reduce our revenues and harm our business.



As our business has grown, we have become increasingly subject to the risks arising from adverse changes in domestic and global economic conditions.
Because of the recent economic slowdown in the United States and in other parts of the world, many of the companies in the communications and other segments of the global electronics industry are delaying or reducing technology purchases and
investments and similarly, our customers may delay payment for our products causing our accounts receivable to increase. In addition, terrorist attacks could further contribute to the slowdown in the economies of North America, Europe and Asia. The
impact on us of this slowdown is difficult to predict, but if businesses or consumers defer or cancel purchases of electronic products, purchases by our customers who design, produce and market these products or components of these products could
decline, causing our revenues to be adversely affected, which would have an adverse effect on our results of operations and on our financial condition and our ability to sustain profitability.



Our quarterly operating results and ordinary share price may fluctuate due to seasonal
factors that affect the sale of our products.



We expect
to experience fluctuations in the sale of licenses for our products due to seasonal factors. We have experienced and anticipate we will continue to experience relatively lower sales in our first fiscal quarter due to patterns in the capital
budgeting and purchasing cycles of our current and prospective customers and the economic incentives for our sales force. We also expect that sales may decline during the summer months of our third quarter, particularly in the European markets. It
is difficult for us to evaluate the degree to which these capital budgeting and customer purchasing cycle variations and sales incentives may reduce our sales. However, these factors may lead to fluctuations in our quarterly operating results in the
future.



We have derived and will continue to derive a significant portion
of our revenue from one class of product, and the failure of this class to satisfy market demand could have a disproportionate impact on our revenue and income.



Specman Elite and our other related functional verification products and related maintenance and other services have
accounted for approximately 100% of our revenue in each of the past nine fiscal years. We expect that these products and related maintenance and other services will continue to account for substantially all of our revenue in the foreseeable future.
If this class of products fails to meet customer expectations so as to satisfy market demand, our business, financial condition and results of operations will suffer more than they would have if we offered a more diversified line of products.



Our customer base is concentrated, and the loss of one or more of our
customers could harm our financial condition, results of operation and business.



We derive a significant portion of our revenue from large orders placed by a relatively small number of customers. For example, our three largest customers in 2002, 2003 and 2004 together accounted for 24.9%, 28.7%
and 24.8% of our total revenue in those years, respectively. In the year ended December 31, 2003 two customers contributed 12.2% and 11.4% of total revenue. In the year ended December 31, 2004 no customer contributed more than 10% of total revenue.
The loss of one or more of these customers could significantly affect our revenue and cause our ordinary share price to decline.



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We depend on our strategic marketing and sales relationships with influential semiconductor companies and independent
IP core providers as well as with vendors of complementary products, and if these relationships suffer, we may have difficulty introducing and selling our products and our revenue would decline.



We believe that our success in proliferating our products within our target
markets will depend in part on our ability to leverage the marketing and sales channels outside of our organization, through a variety of strategic programs and alliances that we have initiated. We believe our relationships with influential
semiconductor companies and independent IP core providers, as well as complementary product vendors, are important in order to validate our technology, facilitate broad market acceptance of our products and enhance our sales, marketing and
distribution capabilities. If we are unable to maintain and enhance these existing relationships and develop a similar relationship with other influential companies in our industry, we may have greater difficulty in selling our products or we may
not be able to make our products interoperable with complementary design and functional verification products. In some cases these complementary product vendors, such as Cadence Design Systems and Synopsys also offer functional verification software
products that in some circumstances are competitive with our products. Because of this they may elect to no longer work with us in our strategic programs or cooperate with our efforts to make our products interoperable with their products. Either of
these developments could harm our business and financial prospects.



We
depend on a limited number of key personnel, particularly our chief executive officer and our chief technology officer, who would be difficult to replace, and if we lose the services of these individuals or cannot hire additional qualified
personnel, our business will likely be harmed.



Our
success largely depends on the managerial and technical skills of key technical, sales and management personnel. In particular, our business and operations are substantially dependent on the performance of Moshe Gavrielov, our chief executive
officer, and Yoav Hollander, our chief technical officer. If Mr. Gavrielov or Mr. Hollander were to leave or become unable to perform services for us, our business would likely be harmed.



Our success also depends, to a substantial degree, upon our ability to attract, motivate and retain other highly qualified
personnel. Since the technology associated with functional verification software is at a relatively early stage, there are a limited number of people who have adequate experience in our field. Consequently, we face considerable competition for the
services of highly qualified software engineers, functional verification engineers and other research and development employees, as well as for qualified sales and management personnel. Competition for skilled candidates is particularly severe where
our operations are based. If we fail to attract, motivate and retain enough skilled employees, our product development efforts may be delayed and the quality of our customer service may decline.



Our recent growth has placed a significant strain on our management systems and resources
and our planned future growth may put a similar strain on our management systems and resources and our ability to support our customers.



As we continue to increase the scope of our operations, our headcount continues to grow. Our total number of employees increased from 205 as of December
31, 2003, to 295 as of December 31, 2004. Our productivity, the quality of our products and our customer support may be seriously harmed if we do not integrate, train and motivate our new employees quickly and effectively. We also cannot be sure
that our revenue will grow at a sufficient rate to absorb the costs associated with a larger overall headcount, as well as training and recruiting expenses.



We expect that any future growth we experience will continue to place a significant strain on our management systems and resources. To manage the
anticipated growth of our operations, we will be required to:



| | · |  | hire, train, manage and retain additional qualified personnel, especially software engineers and functional verification engineers;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



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| | · |  | improve existing and implement new operational, financial and management information controls, reporting systems and procedures; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| | · |  | establish and maintain relationships with additional external sales and marketing channel participants, including those enrolled in our strategic programs such as Pure IP,
Verification Alliance and LicenseE.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our continued expansion
in international markets will result in higher personnel costs and could reduce our operating margins due to the higher costs of international sales.



In order to significantly penetrate international markets, we plan to expand our international sales efforts. As we expand our direct international sales
organization, we will incur higher personnel costs that may not result in additional revenue. To the extent we rely on independent sales representatives and distributors to expand our international sales channels, we will be exposed to the risk that
our revenue may decline if they do not continue to distribute our products. Even if we increase our revenue by increasing international sales, we may not realize corresponding growth in operating margins, due to the higher costs of these sales. Our
revenue from customers outside North America represented 32.4% of our total revenue in 2002, 32.9% of our total revenue in 2003 and 34.0% of our total revenue in 2004.



We may not be able to increase our revenue at rates that meet the expectations of investment analysts and others, which may cause the
market price of our ordinary shares to decline.



We may
not be able to exceed or maintain our historical rates of revenue growth in 2005 or in the future. As our revenue base grows larger, it will be difficult to maintain high percentage increases over time.



Further, our customers have continued to elect time-based licenses over
perpetual licenses. Our revenue from time-based licenses is generally recognized ratably over the term of the licenses, whereas revenue from perpetual licenses tends to be recognized proportionally earlier in the license term. This ratable revenue
recognition tends to moderate increases and decreases in revenue reported, relative to the underlying customers orders.



Any significant decrease in our rate of revenue growth would likely result in the market price of our ordinary shares to decline because our revenue may
fail to meet the expectations of investment analysts and others.



Our
products could contain defects, which may reduce sales of those products or result in claims against us.



We develop complex and evolving products designed for use in highly technical environments. Despite testing, errors may be found in our existing or new
products. This could result in, among other things, a delay in recognition or loss of revenue, loss of market share or failure to achieve market acceptance. Furthermore, our customers license our products in order to identify design flaws in their
system, IC and IP core designs. Design flaws that are not identified can be very costly, both in terms of direct remanufacturing costs and strategic opportunity costs. Although our standard license agreement contains limitations on liability and
some warranty disclaimers, we may be subject to material claims by our customers if our products fail to identify design flaws due to actual or alleged defects in our products, particularly in the case of customers that have acquired rights to use
our products without signing license agreements. In addition, we cannot be certain that the limitations on liability and warranty disclaimers included in our license agreements are enforceable. Although we maintain general business liability
insurance, it would not cover a large product liability claim, so we would be required to pay legal expenses to defend the claim as well as uncovered damages awards resulting from a claim successfully brought against us. In the event of a successful
product liability claim made against us, we cannot be certain that we would have financial resources in an amount sufficient to pay the resultant damages award.



If we are unable to protect our intellectual property adequately, we will have fewer competitive barriers, which could reduce our revenue.



Our patents, copyrights, trademarks, trade secrets and similar intellectual
property are critical to our success. We rely on a combination of nondisclosure agreements and other contractual provisions, as well as patent,



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trademark, copyright and trade secret laws to protect our proprietary rights. As of January 31, 2005, the United States Patent and Trademark Office, known as
the USPTO, has granted 23 of our patents on various aspects of our technology. We have an additional 16 pending United States patent applications, 6 patent applications filed under the Patent Cooperation Treaty process and 25 patent applications
filed in Europe, Japan, Israel and other jurisdictions. We face the risks that our patent applications may not be allowed, that any patents we hold may be challenged, invalidated or circumvented, and that any claims allowed from our patents will not
be of sufficient scope or strength to provide meaningful protection or any commercial advantage to us. In addition, the laws of foreign countries may not adequately protect our intellectual property as well as the laws of the United States.



We generally enter into confidentiality or license agreements
with our employees, consultants and participants in our strategic programs, and generally seek to control access to our intellectual property and the distribution of our functional verification products, documentation and other proprietary
information. However, we believe that these measures afford only limited protection. Others may develop technologies that are similar or superior to our technology or design around the copyrights and trade secrets we own and the patents we may own
in the future. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise improperly obtain and use our products or technology. Policing unauthorized use of our products is difficult and expensive.
Our means of protecting our proprietary rights may be inadequate. To the extent we fail to adequately protect our intellectual property rights, our competitors would have an easier time competing with us by incorporating aspects of our technology
within their products, which could seriously harm our revenue and our ability to become profitable.



Third parties may claim we are infringing upon their intellectual property rights, and we could suffer significant litigation or licensing expenses or be prevented from licensing our technology.



Substantial litigation and threats of litigation regarding intellectual
property rights exist in our industry. We expect that functional verification products may be increasingly subject to third-party infringement claims as the number of competitors in our industry segment grows and the functionality of products in
different industry segments overlaps. We are not aware that our products employ technology that infringes any valid proprietary rights of third parties. However, third parties may claim that we infringe their intellectual property rights. Any
claims, with or without merit, could:



| | · |  | be time consuming to defend;
| | - |  | ----------------------------



| | · |  | result in costly litigation or damage awards;
| | - |  | ---------------------------------------------



| | · |  | divert our managements attention and resources;
| | - |  | ------------------------------------------------



| | · |  | cause product shipment delays; or
| | - |  | ---------------------------------



| | · |  | require us to seek to enter into royalty or licensing agreements, which may not be available on terms acceptable to us, if at all.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



A successful claim of intellectual property infringement against us or our
failure or inability to license the infringed or similar technology could seriously harm our business and financial prospects because we would not be able to sell the impacted product without exposing ourselves to litigation risk and damages.
Although we maintain general business liability insurance, our coverage does not extend to intellectual property infringement claims, so we would be required to pay legal expenses to defend those claims as well as any damages award resulting from
claims successfully made against us. Furthermore, redevelopment of the product so as to avoid infringement could cause us to incur significant additional expense and delay.



If United States tax authorities successfully challenge the structure of our worldwide operations, our tax expense will increase and our
ability to attain or maintain profitability will be materially harmed.



We have structured our operations in a manner designed to enable us, if we attain profitability, to benefit from tax incentives and lower income tax rates extended by some countries to encourage investment. If these
tax incentives are not renewed upon expiration, if the tax rates applicable to us are rescinded or changed, or if tax



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authorities successfully challenge the manner in which profits are recognized among our subsidiaries, our taxes would increase and our results of operations,
cash flow and debt service ability would be adversely affected. Some of the employees of our United States subsidiary serve as members of our management team. We nevertheless believe that any profits we may generate from our Israeli operations will
not be sufficiently connected to the United States to give rise to United States federal or state taxation. However, we cannot be certain that this will be the case, and if the United States federal or state tax authorities were to determine
otherwise, such that our Israeli profits become subject to United States federal or state income taxes, our worldwide effective tax rate could increase and our results of operations, cash flow and debt service ability could be materially harmed. The
expansion of our operations in North America, Asia and Europe may increase our worldwide effective tax rate.



Because we are incorporated in Israel and perform most of our research and development activities there, potential political, economic or military instability in Israel or in the region may harm our business and
operations.



We are incorporated under the laws of the
State of Israel and our principal research and development facilities and the corporate headquarters of Verisity Ltd. are located in Israel. Continued political and economic instability or armed conflicts in Israel or in the region, could directly
harm our business and operations.



Since the establishment of
the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors, and a state of hostility has existed in varying degrees and intensity. This state of hostility has led to security and economic problems
for Israel. The future of peace efforts between Israel and its Arab neighbors, particularly in light of the recent violence and political unrest in Israel and the rest of the Middle East, remains uncertain and several countries still restrict
business with Israel and Israeli companies. These restrictive laws and policies may also materially harm our operating results and financial condition.



Israels economy has been subject to numerous destabilizing factors, including a period of rampant inflation in the early to mid-1980s, low foreign
exchange reserves, fluctuations in world commodity prices, military conflicts and civil unrest. In addition, Israel and companies doing business with Israel have been the subject of an economic boycott by the Arab countries since Israels
establishment. These restrictions and policies may have an adverse impact on our operating results, financial condition or the expansion of our business. Our business, operating results and financial condition could be materially harmed by any major
hostilities involving Israel, the interruption or curtailment of trade between Israel and its trading partners, a significant increase in inflation, a significant downturn in the economic or financial condition of Israel or international conflicts
involving the region.



Some of our executive officers and employees are
required to perform military service, and this could force them to be absent, depriving us of their services and our operations may be materially harmed.



Some of our executive officers and employees are obligated to perform annual military reserve duty in the Israeli army and are subject to being called
to active duty at any time, which could adversely affect our ability to pursue our planned research and development efforts. We cannot assess the full impact of these requirements on our workforce or business and we cannot predict the effect of any
expansion or reduction of these obligations on us. However, in light of the recent violence and political unrest in Israel and the rest of the Middle East, there is an increased risk that a number of our employees could be called to active military
duty without prior notice.



Because our revenue is mainly generated in
United States dollars and a significant portion of our expenses are incurred in new Israeli shekels and to a lesser extent Japanese and European currencies, our results of operations may be materially harmed by inflation and currency fluctuations.



We generate most of our revenue in United States dollars
or other currencies linked to the dollar, but we incur a significant portion of our expenses, principally salaries and related personnel expenses, in shekels and to



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##### Index to Financial Statements

a lesser extent European currencies and Japanese yen. As a result, we are exposed to the risk that the rate of inflation in Israel will exceed the rate of
devaluation of the shekel in relation to the dollar or that the timing of any devaluation may lag behind inflation in Israel. If the dollar costs of our operations in Israel, Japan or Europe increase, our dollar-measured results of operation would
be materially harmed.



Our operations also could be materially
harmed if we are unable to protect ourselves against currency fluctuations in the future. Accordingly, we may enter into currency hedging transactions to decrease the risk of financial exposure fluctuations in the exchange rate of the dollar against
the shekel or other foreign currencies. These measures, however, may not adequately protect us from material harm due to the impact of inflation in Israel or other currency fluctuations.



The tax benefits we are currently entitled to from the Government of Israel may be reduced or terminated in the future.



Pursuant to the Law for the Encouragement of Capital Investments, the
Government of Israel through the Investment Center has granted approved enterprise status to a significant portion of our research and development efforts. The portion of our income derived from our approved enterprise programs will be
exempt from tax for a period of two years commencing in the first year in which we have taxable income and will be subject to a reduced tax for a period of three to eight additional years. The benefits available to an approved enterprise are
conditioned upon the fulfillment of conditions regarding a required amount of investments in fixed assets and a portion of these investments being made with net proceeds of equity capital raised by us as stipulated in applicable law and in the
specific certificates of approval. If we fail to comply with these conditions, in whole or in part, we may be required to pay additional taxes for the period in which we benefited from the tax exemption or reduced tax rates and would likely be
denied these benefits in the future. From time-to-time, the Government of Israel has discussed reducing or eliminating the benefits available under the approved enterprise program. It is possible that these tax benefits may not be continued in the
future at their current levels or at all.



Our share price has been volatile
and could drop unexpectedly.



The price at which our
ordinary shares trade has been and is likely to continue to be volatile. The stock market from time to time experiences significant price and volume fluctuations that affect the market prices of securities, particularly securities of technology and
computer software companies. As a result, investors may experience a significant decline in the market price of our ordinary shares, regardless of our operating performance. Price declines in our stock could result from many factors outside of our
control, including:



| | · |  | announcements by us or our competitors of financial results, acquisitions, new products or technological innovations or strategic transactions;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | announcements by our customers of poor financial results, layoffs or discontinuance of business programs or segments.
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| | · |  | disputes concerning patents or other proprietary rights;
| | - |  | --------------------------------------------------------



| | · |  | political conditions, particularly in Israel
| | - |  | --------------------------------------------



| | · |  | Sales of shares by former stockholders of Axis that were issued in our acquisition of Axis Systems, and any sales of shares issued in future acquisition; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | general market conditions.
| | - |  | --------------------------



In the past, following periods of volatility in the market price of a particular companys securities, securities class action litigation has often
been brought against that company. We may become involved in this type of litigation in the future. Litigation of this type, regardless of its merit, is often extremely expensive and diverts managements attention and resources.



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Failure to complete our proposed acquisition by Cadence could negatively impact our stock price and future business
and operations.



If the acquisition by Cadence is not
completed for any reason, we may be subject to a number of material risks, including the following:



| | · |  | if the merger agreement is terminated, we may be required in specific circumstances to pay a termination fee of $11,350,000 to Cadence and reimburse up to $1 million of
Cadences costs, fees and expenses, although the aggregate reimbursement amount plus the amount of the termination fee may not exceed $12,136,000;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | the price of our ordinary shares may decline to the extent that the current market price of the ordinary shares reflects an assumption that the acquisition will be completed, and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | we must nonetheless pay our expenses related to the acquisition, which could affect our results of operations and cash liquidity and potentially our stock price.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



Some customers may, in response to the
announcement of the merger, delay or defer purchasing decisions, which could affect our revenues. Similarly, current and prospective employees may experience uncertainty about their future role with Cadence until Cadences strategies with
regard to us are announced or executed. This may adversely affect our ability to attract and retain key management, research and development, sales and marketing and other personnel.



Further, if the merger agreement is terminated and our board of directors determines to seek another business combination,
it may not be able to find a partner willing to pay an equivalent or more attractive price than that which would have been paid in the acquisition by Cadence.



Recently enacted and proposed regulatory changes may cause us to incur increased costs



Recently enacted changes in the laws and regulations affecting public companies, including the provisions of the
Sarbanes-Oxley Act of 2002, will increase our expenses as we evaluate the implications of new rules and devote resources to respond to the new requirements. In particular, we expect to incur additional Sales, Marketing and G&A expense as we
implement Section 404 of the Sarbanes-Oxley Act, which requires management to report on, and our independent auditors to attest to, our internal controls. The compliance of these new rules could also result in continued diversion of
managements time and attention, which could prove to be disruptive to normal business operations. Further, the impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of
directors or as executive officers, which could harm our business.



ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



Our consolidated financial statements and the independent auditors report appear on pages F-1 through F-28 of this report.



Selected Quarterly Results of Operations



The following table presents our consolidated operating results for each of
the eight quarters in the period from January 1, 2003 through December 31, 2004. The information for each of these quarters is unaudited and has been prepared on the same basis as our audited consolidated financial statements appearing elsewhere in
this Form 10-K. In the opinion of our management, all necessary adjustments, consisting only of normal recurring adjustments, have been included to present fairly the unaudited quarterly results when read in conjunction with our audited financial
statements an the related notes appearing elsewhere in this Form 10-K.



Seasonal factors, which may affect revenue trends, include patterns in the capital budgeting and purchasing cycles of our current and prospective customers and the economic incentives to our sales force that generally occur in the last
quarter of the calendar year.



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##### Table of Contents

##### Index to Financial Statements

Our operating results have varied significantly from quarter-to-quarter in the past and may continue to
fluctuate in the future. The quarterly fluctuations are caused by a number of factors, including demand for our products and services, size and timing of specific sales, level of product and price competition, timing and market acceptance of new
product introductions and product enhancements by us and our competitors, the length of our sales cycle, personnel changes, budgeting cycles of our customers, the impact of our revenue recognition policies, changes in technology and changes caused
by the rapidly evolving market for electronic systems and complex ICs. Many of these factors are beyond our control. Therefore, we believe that results of operations for interim periods should not be relied upon as any indication of the results to
be expected or attained in any future period.



|                                             |  |                |        |   |              |   |               |  |              |        |              |   |        |              |   |        |               |  |   |              |   |  |   |        |   |  |   |        |  
|-------------------------------------------- |  | -------------- | ------ | - | ------------ | - | ------------- |  | ------------ | ------ | ------------ | - | ------ | ------------ | - | ------ | ------------- |  | - | ------------ | - |  | - | ------ | - |  | - | ------ | -
|                                             |  | Quarter Ended  |       
|                                             |  | Mar. 31,2003   |        |   | June 30,2003 |   | Sept. 30,2003 |  | Dec. 31,2003 |        | Mar. 31,2004 |   |        | June 30,2004 |   |        | Sept. 30,2004 |  |   | Dec. 31,2004 |  
|                                             |  | (in thousands) |       
|Consolidated Statements of Operations Data:  |  |                |        |   |              |   |               |  |              |        |              |   |        |              |   |        |               |  |   |              |   |  |   |        |   | 
|Revenue:                                     |  |                |        |   |              |   |               |  |              |        |              |   |        |              |   |        |               |  |   |              |   |  |   |        |   |  |   |        |  
|License                                      |  | $              | 6,966  |   |              | $ | 7,605         |  | $            | 7,422  |              | $ | 7,320  |              | $ | 5,885  |               |  | $ | 7,816        |   |  | $ | 8,579  |   |  | $ | 10,807 |  
|Maintenance                                  |  |                | 4,504  |   |              |   | 4,597         |  |              | 4,321  |              |   | 4,681  |              |   | 4,967  |               |  |   | 5,671        |   |  |   | 6,717  |   |  |   | 6,758  |  
|Other services                               |  |                | 227    |   |              |   | 301           |  |              | 297    |              |   | 259    |              |   | 190    |               |  |   | 214          |   |  |   | 223    |   |  |   | 206    |  
|                                             |  |                |        |   |              |   |               |  |              |        |              |   |        |              |   |        |               |  |   |              |   |  |   |        |   |  |   |        |  
|Total revenue                                |  |                | 11,697 |   |              |   | 12,503        |  |              | 12,040 |              |   | 12,260 |              |   | 11,042 |               |  |   | 13,701       |   |  |   | 15,519 |   |  |   | 17,771 |  
|Cost of revenue:                             |  |                |        |   |              |   |               |  |              |        |              |   |        |              |   |        |               |  |   |              |   |  |   |        |   |  |   |        |  
|License                                      |  |                | 35     |   |              |   | 38            |  |              | 24     |              |   | 43     |              |   | 154    |               |  |   | 727          |   |  |   | 935    |   |  |   | 1,272  |  
|Maintenance                                  |  |                | 545    |   |              |   | 554           |  |              | 510    |              |   | 505    |              |   | 659    |               |  |   | 482          |   |  |   | 630    |   |  |   | 727    |  
|Other services                               |  |                | 118    |   |              |   | 167           |  |              | 116    |              |   | 172    |              |   | 125    |               |  |   | 121          |   |  |   | 135    |   |  |   | 118    |  
|                                             |  |                |        |   |              |   |               |  |              |        |              |   |        |              |   |        |               |  |   |              |   |  |   |        |   |  |   |        |  
|Total cost of revenue                        |  |                | 698    |   |              |   | 759           |  |              | 650    |              |   | 720    |              |   | 938    |               |  |   | 1,330        |   |  |   | 1,700  |   |  |   | 2,117  |  
|Gross profit                                 |  |                | 10,999 |   |              |   | 11,744        |  |              | 11,390 |              |   | 11,540 |              |   | 10,104 |               |  |   | 12,371       |   |  |   | 13,819 |   |  |   | 15,654 |  
|Operating expenses:                          |  |                |        |   |              |   |               |  |              |        |              |   |        |              |   |        |               |  |   |              |   |  |   |        |   |  |   |        |  
|Research and development, net                |  |                | 2,599  |   |              |   | 2,626         |  |              | 2,479  |              |   | 2,577  |              |   | 3,463  |               |  |   | 4,231        |   |  |   | 4,205  |   |  |   | 4,349  |  
|Sales and marketing                          |  |                | 5,172  |   |              |   | 5,400         |  |              | 5,061  |              |   | 5,152  |              |   | 6,457  |               |  |   | 7,236        |   |  |   | 7,261  |   |  |   | 8,482  |  
|General and administrative                   |  |                | 1,390  |   |              |   | 1,458         |  |              | 1,448  |              |   | 1,425  |              |   | 1,844  |               |  |   | 2,110        |   |  |   | 2,380  |   |  |   | 2,731  |  
|Non-cash charges related to equity issuances |  |                | (34    | ) |              |   | 66            |  |              | 128    |              |   | 16     |              |   | 768    |               |  |   | 1,217        |   |  |   | 2,286  |   |  |   | 894    |  
|Amortization of deferred compensation        |  |                |       |   |              |   |              |  |              |       |              |   |       |              |   | 569    |               |  |   | 854          |   |  |   | 2,113  |   |  |   | 581    |  
|Amortization of intangible assets            |  |                |       |   |              |   |              |  |              |       |              |   |       |              |   | 694    |               |  |   | 1,041        |   |  |   | 1,041  |   |  |   | 1,041  |  
|                                             |  |                |        |   |              |   |               |  |              |        |              |   |        |              |   |        |               |  |   |              |   |  |   |        |   |  |   |        |  
|Total operating expenses                     |  |                | 9,127  |   |              |   | 9,550         |  |              | 9,116  |              |   | 9,170  |              |   | 13,795 |               |  |   | 16,689       |   |  |   | 19,286 |   |  |   | 18,078 |  
|                                             |  |                |        |   |              |   |               |  |              |        |              |   |        |              |   |        |               |  |   |              |   |  |   |        |   |  |   |        |  
|Operating income (loss)                      |  |                | 1,872  |   |              |   | 2,194         |  |              | 2,274  |              |   | 2,370  |              |   | (3,691 | )             |  |   | (4,318       | ) |  |   | (5,467 | ) |  |   | (2,424 | )
|Other income (expenses), net                 |  |                | 167    |   |              |   | 183           |  |              | 185    |              |   | 177    |              |   | 103    |               |  |   | 115          |   |  |   | (93    | ) |  |   | 261    |  
|                                             |  |                |        |   |              |   |               |  |              |        |              |   |        |              |   |        |               |  |   |              |   |  |   |        |   |  |   |        |  
|Net income (loss) before income taxes        |  |                | 2,039  |   |              |   | 2,377         |  |              | 2,459  |              |   | 2,547  |              |   | (3,588 | )             |  |   | (4,203       | ) |  |   | (5,560 | ) |  |   | (2,163 | )
|Income tax provision (benefit)               |  |                | 162    |   |              |   | 190           |  |              | 196    |              |   | 204    |              |   | (1,376 | )             |  |   | (1,753       | ) |  |   | (2,273 | ) |  |   | (579   | )
|                                             |  |                |        |   |              |   |               |  |              |        |              |   |        |              |   |        |               |  |   |              |   |  |   |        |   |  |   |        |  
|Net income (loss)                            |  | $              | 1,877  |   |              | $ | 2,187         |  | $            | 2,263  |              | $ | 2,343  |              | $ | (2,212 | )             |  | $ | (2,450       | ) |  | $ | (3,287 | ) |  | $ | (1,584 | )
|                                             |  |                |        |   |              |   |               |  |              |        |              |   |        |              |   |        |               |  |   |              |   |  |   |        |   |  |   |        |  



ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.



Not applicable.



ITEM 9A.    CONTROLS AND PROCEDURES.



Under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the
design and operation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, as of the end of the period covered by this report, and, based on their evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are sufficiently effective to ensure that the information required to be disclosed by us in this Form 10-K was recorded, processed, summarized and
reported within the time periods specified in the SECs rules and instructions for Form 10-K. There were no changes in our internal controls over financial reporting during the fourth quarter of 2004 that have materially affected or are
reasonably likely to materially affect our internal controls over financial reporting.



43



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##### Index to Financial Statements

Managements Report on Internal Control Over Financial Reporting



Internal control over financial reporting refers to the process designed by,
or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:



(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of the assets of the Company;



(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of managements and directors of the Company; and



(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the
Companys assets that could have a material effect on the financial statements.



Internal control over financial reporting, because of its inherent limitations, may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



Management has used the framework set forth in the report entitled Internal ControlIntegrated Framework published by the Committee of
Sponsoring Organizations (COSO) of the Treadway Commission to evaluate the effectiveness of the Companys internal control over financial reporting. Management has concluded that the Companys internal control over financial
reporting was effective as of the end of the most recent fiscal year. Ernst & Young LLP has issued an attestation report on managements assessment of the Companys internal control over financial reporting.



Moshe Gavrielov, Chief Executive Officer

Charles A. Alvarez, Chief Financial Officer



Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Internal Control over Financial Reporting



This Report is included on page F-3 of this Annual Report on Form 10-K and
is incorporated herein by reference.



ITEM 9B.    OTHER INFORMATION.



None.





44



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##### Index to Financial Statements

PART III



ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.



The information required by this item is incorporated herein by reference from the sections captioned Election of Directors and
Beneficial Ownership Reporting Compliance contained in our Proxy Statement related to the 2004 Annual Meeting of Shareholders, to be filed by us within 120 days of the end of our fiscal year pursuant to general instruction G(3) of
Form 10-K.



We have revised our Insider Trading Policy to allow
our directors, officers and other employees covered under the policy to establish, under limited circumstances contemplated by Rule 10b5-1 under the Securities Exchange Act of 1934, written programs that permit automatic trading of our shares by an
independent party (such as an investment bank). As of December 2004, all our officers had adopted Rule 10b5-1 trading plans. We believe that our directors and officers may establish or extend such programs.



ITEM 11.    EXECUTIVE COMPENSATION.



The information required by this item is incorporated herein by reference from the section captioned Executive Compensation and Other Matters contained in the Proxy Statement.



ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.



The information required by this item is incorporated herein by reference from the sections captioned Security Ownership of Certain Beneficial
Owners and Management, Record date; Outstanding Shares and Equity Compensation Plan Information contained in the Proxy Statement.



ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.



The information required by this item is incorporated herein by reference from the sections captioned Compensation Committee Interlocks and Insider
Participation and Certain Transactions contained in the Proxy Statement.



ITEM 14.    PRINCIPLE ACCOUNTANT FEES AND SERVICES.



The information required by this item is incorporated herein by reference from the section captioned Principle Accountant Fees and Services
contained in the Proxy Statement.



45



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##### Index to Financial Statements

PART IV



ITEM 15.    EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K.



A.1)  Financial Statements and report of Independent Registered Public Accounting Firm



|                                                                                                     |  |    
|---------------------------------------------------------------------------------------------------- |  | ---
|Reports of Independent Registered Public Accounting Firm.                                            |  | F-2
|                                                                                                     | 
|Audited Consolidated Financial Statements:                                                           |  |    
|Consolidated Balance Sheets as of December 31, 2003 and 2004                                         |  | F-4
|Consolidated Statements of Operations for the years ended December 31, 2002, 2003 and 2004           |  | F-5
|Consolidated Statements of Shareholders Equity for the years ended December 31, 2002, 2003 and 2004 |  | F-6
|Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2003 and 2004           |  | F-7
|Notes to Consolidated Financial Statements                                                           |  | F-8



A.2)  Financial Statements Schedules



All other schedules have been omitted because the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial
statements, including the notes thereto.



B)  Report on Form 8-K filed in the fourth quarter of 2004



None.



C)  Exhibits



EXHIBIT INDEX



|        |  |                                                                                                                                                       
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description                                                                                                                                           
|        | 
|2.1(6)  |  | Agreement and Plan of Merger, dated as December 11, 2003 among Verisity Ltd., Atlas Acquisition Corp., Summit Ventures V1-A,L.P. and Axis Systems Inc.
|        | 
|2.2(9)  |  | Agreement and a plan of merger dated January 12, 2005 among Cadence Design Systems Inc., Verisity Ltd, and Scioto River Ltd.                          
|        | 
|3.1(1)  |  | Articles of Association, as amended.                                                                                                                  
|        | 
|3.2(1)  |  | Amendment to the Articles of Association                                                                                                              
|        | 
|3.3(7)  |  | Form of Amended and Restated Articles of Association.                                                                                                 
|        | 
|3.4(1)  |  | Memorandum of Association, as amended.                                                                                                                
|        | 
|4.1(1)  |  | Form of Share Certificate.                                                                                                                            
|        | 
|10.2(1) |  | Amended and Restated Loan and Security Agreement by and between Silicon Valley Bank and Verisity Design, Inc., dated as of December 31, 1998.         
|        | 
|10.3(1) |  | Unconditional Guaranty (Verisity Ltd.) dated as of December 31, 1998.                                                                                 
|        | 
|10.5(1) |  | Rental Agreement by and between Verisity Design, EURL and IOM Business Center GmbH, dated as of October 1, 1999.                                      
|        | 
|10.6(1) |  | Rental Agreement by and between Verisity Design, EURL and IOM Business Center GmbH, dated May 8, 2000.                                                



46



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##### Index to Financial Statements

|         |  |                                                                                                                                                                                              
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number   |  | Description                                                                                                                                                                                  
|         | 
|10.7(1)  |  | License by and between Chancery Court Business Center Ltd. And Verisity Design, EURL, effective as of August 1, 2000.                                                                        
|         | 
|10.8(1)  |  | Office Services Agreement by and between Verisity Design, EURL and Vantas, effective as of November 1, 1999.                                                                                 
|         | 
|10.9(1)  |  | Domiciliation Agreement by and between Verisity Design, EURL and BURO Club, dated May 11, 1999.                                                                                            
|         | 
|10.10(8) |  | East Evelyn Lease by and between SFERS Real Estate Corp. U, a Delaware corporation and Verisity Design, Inc., dated April 14, 2004.                                                          
|         | 
|10.12(2) |  | Lease Agreement dated as of November 28, 2000, by and between W9/TIB Real Estate Limited Partnership and Verisity Design, Inc.                                                               
|         | 
|10.13(1) |  | Office Service Agreement effective as of October 1, 2000 by and between Austin Mopac d/b/a/ Vantos and Verisity Design, Inc.                                                                 
|         | 
|10.14(1) |  | Office Service Agreement dated as of November 8, 1999 by and between Plano Executive Suite, Inc. d/b/a HQ Plano, Managing Partner and Verisity Design, Inc.                                  
|         | 
|10.16(1) |  | International Distributor Agreement by and between Verisity Design, Inc. and Cybertec Yugen Kaisha, effective as of January 1, 1999.                                                         
|         | 
|10.18(1) |  | Employment Agreement effective as of October 26, 1999 by and between Verisity Design, Inc. and Michael McNamara.                                                                             
|         | 
|10.19(1) |  | Employment Agreement effective as of March 23, 1998 by and among Verisity Ltd., Verisity Design, Inc. and Moshe Gavrielov.                                                                   
|         | 
|10.21(1) |  | Form Software License Agreement.                                                                                                                                                             
|         | 
|10.24(1) |  | Stock Option Agreement effective as of December 1, 1999 by and between Verisity Ltd. and Moshe Gavrielov.                                                                                    
|         | 
|10.25(8) |  | 2000 U.S. Share Incentive Plan, Amended and Restated dated May 27, 2004.                                                                                                                     
|         | 
|10.26(1) |  | Verisity Ltd. 1999 Israeli Share Option Plan and form of Option Agreement for 1999 Israeli Share Option Plan.                                                                                
|         | 
|10.27(1) |  | Verisity Ltd. 1999 Share Incentive Plan and form of Option Agreement for 1999 Share Incentive Plan.                                                                                          
|         | 
|10.28(1) |  | Sub-Plan for the Issuance of Options to the Companys Employees created within the framework of the 1997 Israel Share and Option Incentive Plan and form of Option Agreement for
Sub-Plan.   
|         | 
|10.29(1) |  | 1997 Israel Share and Stock Option Incentive Plan.                                                                                                                                           
|         | 
|10.30(1) |  | 1996 U.S. Stock Option Plan, as amended October 1999, form of Option Agreement for 1996 U.S. Stock Option Plan and form of Amended Option Agreement.                                         
|         | 
|10.31(1) |  | Verisity Ltd. 2000 Employee Share Purchase Plan.                                                                                                                                             
|         | 
|10.32(1) |  | Amendment to Amended and Restated Investor Rights Agreement dated as of July 21, 1999 by and among Verisity Ltd., Yoav Hollander, Avishai Silvershatz, Moshe Gavrielov and certain
investors.
|         | 
|10.33(1) |  | Amended and Restated Investors Rights Agreement dated as of February 26, 1999 by and among Verisity Ltd., Yoav Hollander, Avishai Silvershatz, Moshe Gavrielov and certain
investors.        
|         | 
|10.34(1) |  | Technology Exchange Agreement, Addendum to Software License and Volume Purchase Agreement effective as of January 1, 2000 by and between LSI Logic Corporation and Verisity Design,
Inc.     
|         | 
|10.35(1) |  | Software License and Volume Purchase Agreement effective as of December 11, 1998 by and between Verisity Design, Inc. and LSI Logic Corporation.                                             
|         | 
|10.36(1) |  | Software License Agreement by and between Intel Corporation and Verisity Design, Inc., effective as of January 18, 1999.                                                                     



47



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##### Index to Financial Statements

|         |  |                                                                                                                                                                                                                                                            
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number   |  | Description                                                                                                                                                                                                                                                
|         | 
|10.37(1) |  | Amendment No. 1 to Software and Related Services Agreement, effective as of May 5, 2000 and Intel Corporation Purchase Agreement, Software and Related Services, by and between Intel
Corporation and Verisity Design, Inc., effective as of June 21, 1999.
|         | 
|10.38(1) |  | Verisity Ltd. 2000 Israeli Share Option Plan and form of Option Agreement for 2000 Israeli Share Option Plan.                                                                                                                                              
|         | 
|10.39(1) |  | Verisity Ltd. 2000 Directed Share Plan.                                                                                                                                                                                                                    
|         | 
|10.41(1) |  | First Amendment to Verisity Ltd. 1999 Israeli Share Option Plan.                                                                                                                                                                                           
|         | 
|10.42(1) |  | First Amendment to Verisity Ltd. 2000 Employee Share Purchase Plan.                                                                                                                                                                                        
|         | 
|10.43(2) |  | Sublease Agreement dated as of February 20, 2002, between Lakewood Property Trust, I/O of Austin Inc. and Verisity Design, Inc.                                                                                                                            
|         | 
|10.45(8) |  | Verisity Ltd. 2000 Employee Share Purchase Plan Amended and Restated May 27, 2004.                                                                                                                                                                         
|         | 
|10.46(8) |  | Verisity Ltd. 2000 Israeli Share Option Plan, May 2004 amendment.                                                                                                                                                                                          
|         | 
|10.48(9) |  | Severance benefits agreement dated January 12, 2005 between Verisity Ltd. and Charles Alvarez, its senior vice president of finance and administration, chief financial officer and
secretary.                                                             
|         | 
|10.49(9) |  | Letter agreement dated January 12, 2005 between Verisity Ltd. and David Larwood, its general counsel.                                                                                                                                                      
|         | 
|10.50    |  | Lease Agreement dated as of January 31, 2005 by and between Luki, Construction and Development Ltd. and Verisity Ltd.                                                                                                                                      
|         | 
|21.1(7)  |  | List of subsidiaries.                                                                                                                                                                                                                                      
|         | 
|23.1     |  | Consent of Independent Registered Public Accounting Firm.                                                                                                                                                                                                  
|         | 
|31.1     |  | Certification of Chief Executive Officer under Section 302(a) of the Sarbanes-Oxley Act of 2002.                                                                                                                                                           
|         | 
|31.2     |  | Certification of Chief Financial Officer under Section 302(a) of the Sarbanes-Oxley Act of 2002.                                                                                                                                                           
|         | 
|32.1     |  | Certification of Chief Executive Officer pursuant to 18.U.S.C. Section 1350 for the current period, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                  
|         | 
|32.2     |  | Certification of Chief Financial Officer pursuant to 18.U.S.C. Section 1350 for the current period, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                  

---

|(1) |  | Incorporated by reference from the like-numbered exhibit filed with the Registrants registration statement on Form S-1 (No. 333-45440) filed on September 8, 2000, as
subsequently amended.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated by reference from the like-numbered exhibit filed with the annual report on Form 10-K (No. 000-32417) filed on March 26, 2002.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Incorporated by reference from the like-numbered exhibit filed with the annual report on Form 10-K (No. 000-32417) filed on March 21, 2003.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Incorporated by reference from the like-numbered exhibit filed with the quarterly report on Form 10-Q (No. 000-32417) filed on May 13, 2003.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Incorporated by reference from the like-numbered exhibit filed with the quarterly report on Form 10-Q (No. 000-32417) filed on November 10, 2003.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Incorporated by reference from the like-numbered exhibit filed with the current report on Form 8-K (No. 000-32417) filed on December 12, 2003.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Incorporated by reference from the like-numbered exhibit filed with the annual report on Form 10-K (No. 000-32417) filed on March 12, 2004.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Incorporated by reference from the like-numbered exhibit filed with the quarterly report on Form 10-Q (No. 000-32417) filed on August 6, 2004.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | Incorporated by reference from the exhibit filed with the current report on Form 8-K (No. 000-32417) filed on January 12, 2005.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------



48



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##### Index to Financial Statements

POWER OF ATTORNEY AND SIGNATURES



We, the undersigned officers and directors of Verisity Ltd., hereby severally constitute and appoint Moshe Gavrielov or
Charles Alvarez, as true and lawful attorneys-in-fact and agent, with full power to each of them, to sign for us and in our names in the capacities indicated bellow, any and all amendments to this Annual Report on Form 10-K, and generally to do all
things in our names and on our behalf in such capacities to enable Verisity Ltd. to comply with provisions of the Securities Exchange Act of 1934, as amended, and all the requirements of the Securities Exchange Commission.



Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                          |  |                                                                                            |  |               
|----------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | --------------
|Signature                                 |  | Title(s)                                                                                   |  | Date          
|                                          |  |                                                                                           
|/s/    MOSHE GAVRIELOVMoshe Gavrielov     |  | Chief Executive Officer and Director                                                       |  | March 11, 2005
|                                          |  |                                                                                           
|/s/    YOAV HOLLANDERYoav Hollander       |  | Chief Technical Officer and Director                                                       |  | March 11, 2005
|                                          |  |                                                                                           
|/s/    CHARLES ALVAREZCharles Alvarez     |  | Senior Vice President of Finance and Administration, Chief Financial Officer and Secretary |  | March 11, 2005
|                                          |  |                                                                                           
|/s/    MICHAEL
MCNAMARAMichael
McNamara   |  | Senior Vice President of Technology and Director                                           |  | March 11, 2005
|                                          |  |                                                                                           
|/s/    DOUGLAS
FAIRBAIRNDouglas
Fairbairn |  | Director, Chairman of the Board                                                            |  | March 11, 2005
|                                          |  |                                                                                           
|/s/    TALI ABENTali Aben                 |  | Director                                                                                   |  | March 11, 2005
|                                          |  |                                                                                           
|/s/    DOUGLAS NORBYDouglas Norby         |  | Director                                                                                   |  | March 11, 2005
|                                          |  |                                                                                           
|/s/    ZOHAR ZISAPELZohar Zisapel         |  | Director                                                                                   |  | March 11, 2005
|                                          |  |                                                                                           
|/s/    UZI SASSONUzi Sasson               |  | Director                                                                                   |  | March 11, 2005



49



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##### Index to Financial Statements

SIGNATURES



Pursuant to
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



VERISITY LTD.By:

/s/    MOSHE GAVRIELOVMoshe Gavrielov Chief Executive Officer




Date:  March 11, 2005



50



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##### Index to Financial Statements

VERISITY LTD.



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                     |  |    
|---------------------------------------------------------------------------------------------------- |  | ---
|Reports of Independent Registered Public Accounting Firm                                             |  | F-2
|                                                                                                     | 
|Audited Consolidated Financial Statements:                                                           |  |    
|Consolidated Balance Sheets as of December 31, 2003 and 2004                                         |  | F-4
|Consolidated Statements of Operations for the years ended December 31, 2002, 2003 and 2004           |  | F-5
|Consolidated Statements of Shareholders Equity for the years ended December 31, 2002, 2003 and 2004 |  | F-6
|Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2003 and 2004           |  | F-7
|Notes to Consolidated Financial Statements                                                           |  | F-8



F-1



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##### Index to Financial Statements

REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, ON FINANCIAL STATEMENTS



The Board of Directors and Shareholders

Verisity Ltd.



We have audited the accompanying consolidated balance sheets of Verisity
Ltd. as of December 31, 2003 and 2004, and the related consolidated statements of operations, shareholders equity, and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for
our opinion.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the consolidated financial position of Verisity Ltd. at December 31, 2003 and 2004, and the consolidated results of its operations and its cash flows for each of the three years
in the period ended December 31, 2004, in conformity with U. S. generally accepted accounting principles.



We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Verisity
Ltd.s internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report
dated March 9, 2005, expressed an unqualified opinion thereon.



/s/    Ernst & Young LLP



Palo Alto, California

March 9, 2005



F-2



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##### Index to Financial Statements

REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, ON INTERNAL CONTROL
OVER FINANCIAL REPORTING



The Board of Directors and Stockholders

Verisity Ltd.



We have audited managements assessment, included in the accompanying Managements Report on Internal Control over Financial Reporting appearing
under Item 9A, that Verisity Ltd. maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (the COSO criteria). Verisity Ltd.s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the companys internal control over financial reporting based on our audit.



We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures
as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.



A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.



In our
opinion, managements assessment that Verisity Ltd. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Verisity
Ltd. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the COSO criteria.



We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets
of Verisity Ltd. as of December 31, 2004 and 2003, and the related consolidated statements of operations, stockholders equity, and cash flows for each of the three years in the period ended December 31, 2004 and our report dated March 9, 2005
expressed an unqualified opinion thereon.



/s/    Ernst & Young LLP



Palo Alto,
California

March 9, 2005



F-3



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



CONSOLIDATED
BALANCE SHEETS

(in thousands, except share data)



|                                                                                                                                                                                                      |  |              |         |   |      |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ---- | - | ------- | -
|                                                                                                                                                                                                      |  | December 31, |        
|                                                                                                                                                                                                      |  | 2003         |         |   | 2004 |  
|ASSETS                                                                                                                                                                                                |  |              |         |   |      |   |         |  
|Current assets:                                                                                                                                                                                       |  |              |         |   |      |   |         |  
|Cash and cash equivalents                                                                                                                                                                             |  | $            | 91,004  |   |      | $ | 54,495  |  
|Accounts receivable, net of allowance for doubtful accounts of $2 and $2 as of December 31, 2003 and 2004, respectively                                                                               |  |              | 11,444  |   |      |   | 29,939  |  
|Inventory                                                                                                                                                                                             |  |              |        |   |      |   | 3,272   |  
|Prepaid expenses and other current assets                                                                                                                                                             |  |              | 4,412   |   |      |   | 13,921  |  
|                                                                                                                                                                                                      |  |              |         |   |      |   |         |  
|Total current assets                                                                                                                                                                                  |  |              | 106,860 |   |      |   | 101,627 |  
|Property and equipment, net                                                                                                                                                                           |  |              | 3,298   |   |      |   | 5,661   |  
|Other assets                                                                                                                                                                                          |  |              | 386     |   |      |   | 1,118   |  
|Unbilled receivables                                                                                                                                                                                  |  |              |        |   |      |   | 3,503   |  
|Deferred compensation, net                                                                                                                                                                            |  |              |        |   |      |   | 1,820   |  
|Intangible assets, net                                                                                                                                                                                |  |              |        |   |      |   | 16,203  |  
|Goodwill                                                                                                                                                                                              |  |              |        |   |      |   | 62,976  |  
|                                                                                                                                                                                                      |  |              |         |   |      |   |         |  
|Total assets                                                                                                                                                                                          |  | $            | 110,544 |   |      | $ | 192,908 |  
|                                                                                                                                                                                                      |  |              |         |   |      |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                                  |  |              |         |   |      |   |         |  
|Current liabilities:                                                                                                                                                                                  |  |              |         |   |      |   |         |  
|Accounts payable                                                                                                                                                                                      |  | $            | 1,177   |   |      | $ | 1,973   |  
|Accrued compensation                                                                                                                                                                                  |  |              | 4,827   |   |      |   | 8,469   |  
|Deferred revenues                                                                                                                                                                                     |  |              | 27,791  |   |      |   | 42,831  |  
|Other current liabilities                                                                                                                                                                             |  |              | 6,851   |   |      |   | 14,834  |  
|                                                                                                                                                                                                      |  |              |         |   |      |   |         |  
|Total current liabilities                                                                                                                                                                             |  |              | 40,646  |   |      |   | 68,107  |  
|Long-term portion of deferred revenues                                                                                                                                                                |  |              | 5,601   |   |      |   | 8,321   |  
|Long-term deferred taxes                                                                                                                                                                              |  |              |        |   |      |   | 10,429  |  
|Other long-term liabilities                                                                                                                                                                           |  |              | 481     |   |      |   | 852     |  
|                                                                                                                                                                                                      |  |             
|Commitments and Contingencies                                                                                                                                                                         |  |              |         |   |      |   |         |  
|                                                                                                                                                                                                      |  |             
|Shareholders equity:                                                                                                                                                                                 |  |              |         |   |      |   |         |  
|Special preferred shares, par value NIS 0.01;5,000,000 shares authorized; no shares issued and outstanding at December 31, 2003 and
2004                                                              |  |              |        |   |      |   |        |  
|Ordinary shares, par value NIS 0.01; 95,000,000 shares authorized at December 31, 2003 and 2004; 20,356,047 and 24,027,344 shares issued and
outstanding at December 31, 2003 and 2004, respectively; |  |              | 59,122  |   |      |   | 112,687 |  
|Deferred share compensation                                                                                                                                                                           |  |              | (14     | ) |      |   | (2,663  | )
|Retained earnings (accumulated deficit)                                                                                                                                                               |  |              | 4,708   |   |      |   | (4,825  | )
|                                                                                                                                                                                                      |  |              |         |   |      |   |         |  
|Total shareholders equity                                                                                                                                                                            |  |              | 63,816  |   |      |   | 105,199 |  
|                                                                                                                                                                                                      |  |              |         |   |      |   |         |  
|Total liabilities and shareholders equity                                                                                                                                                            |  | $            | 110,544 |   |      | $ | 192,908 |  
|                                                                                                                                                                                                      |  |              |         |   |      |   |         |  



The accompanying notes
are an integral part of these consolidated financial statements.



F-4



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



CONSOLIDATED
STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)



|                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|---------------------------------------------- |  | ----------------------- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                               |  | Year Ended December 31, |           
|                                               |  | 2002                    |            |   | 2003 |   |            | 2004 | 
|Revenue:                                       |  |                         |            |   |      |   |            |      |  |   |            |  
|License                                        |  | $                       | 32,612     |   |      | $ | 29,313     |      |  | $ | 33,087     |  
|Maintenance                                    |  |                         | 18,318     |   |      |   | 18,103     |      |  |   | 24,113     |  
|Other services                                 |  |                         | 1,594      |   |      |   | 1,084      |      |  |   | 833        |  
|                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Total revenue                                  |  |                         | 52,524     |   |      |   | 48,500     |      |  |   | 58,033     |  
|Cost of revenue:                               |  |                         |            |   |      |   |            |      |  |   |            |  
|License                                        |  |                         | 163        |   |      |   | 140        |      |  |   | 3,088      |  
|Maintenance                                    |  |                         | 2,043      |   |      |   | 2,114      |      |  |   | 2,498      |  
|Other services                                 |  |                         | 752        |   |      |   | 573        |      |  |   | 499        |  
|                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Total cost of revenue                          |  |                         | 2,958      |   |      |   | 2,827      |      |  |   | 6,085      |  
|                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Gross profit                                   |  |                         | 49,566     |   |      |   | 45,673     |      |  |   | 51,948     |  
|                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Operating expenses:                            |  |                         |            |   |      |   |            |      |  |   |            |  
|Research and development                       |  |                         | 9,214      |   |      |   | 10,281     |      |  |   | 16,248     |  
|Sales and marketing                            |  |                         | 20,092     |   |      |   | 20,785     |      |  |   | 29,436     |  
|General and administrative                     |  |                         | 5,559      |   |      |   | 5,721      |      |  |   | 9,065      |  
|Non-cash charges related to equity issuances   |  |                         | 393        |   |      |   | 176        |      |  |   | 5,165      |  
|Amortization of deferred compensation          |  |                         |           |   |      |   |           |      |  |   | 4,117      |  
|Amortization of intangible assets              |  |                         |           |   |      |   |           |      |  |   | 3,817      |  
|                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Total operating expenses                       |  |                         | 35,258     |   |      |   | 36,963     |      |  |   | 67,848     |  
|                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Operating income (loss)                        |  |                         | 14,308     |   |      |   | 8,710      |      |  |   | (15,900    | )
|Interest income                                |  |                         | 904        |   |      |   | 801        |      |  |   | 611        |  
|Interest expense and other income, net         |  |                         | (40        | ) |      |   | (89        | )    |  |   | (225       | )
|                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Net income (loss) before income taxes          |  |                         | 15,172     |   |      |   | 9,422      |      |  |   | (15,514    | )
|Income tax provision (benefit)                 |  |                         | 1,822      |   |      |   | 752        |      |  |   | (5,981     | )
|                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Net income (loss)                              |  | $                       | 13,350     |   |      | $ | 8,670      |      |  | $ | (9,533     | )
|                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Basic net income (loss) per share:             |  |                         |            |   |      |   |            |      |  |   |            |  
|Basic net income (loss) per ordinary share     |  | $                       | 0.71       |   |      | $ | 0.44       |      |  | $ | (0.41      | )
|                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Number of shares used in per share calculation |  |                         | 18,933,916 |   |      |   | 19,818,097 |      |  |   | 23,070,989 |  
|                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Diluted net income (loss) per share:           |  |                         |            |   |      |   |            |      |  |   |            |  
|Diluted net income (loss) per ordinary share   |  | $                       | 0.63       |   |      | $ | 0.41       |      |  | $ | (0.41      | )
|                                               |  |                         |            |   |      |   |            |      |  |   |            |  
|Number of shares used in per share calculation |  |                         | 21,253,741 |   |      |   | 21,362,759 |      |  |   | 23,070,989 |  
|                                               |  |                         |            |   |      |   |            |      |  |   |            |  



The accompanying notes
are an integral part of these consolidated financial statements.



F-5



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



STATEMENTS OF
SHAREHOLDERS EQUITY

(in thousands, except share data)



|                                                                                                                                  |  |                 |  |        |                           |   |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | --------------- |  | ------ | ------------------------- | - |  | ------------------ | ------ | - | ------------------------------------ | - | ---- | ------------------------ |  | - | ------- | - |  | - | ------- | -
|                                                                                                                                  |  | Ordinary Shares |  |        | DeferredShareCompensation |   |  | ShareholdersLoans |        |   | RetainedEarnings(AccumulatedDeficit) |   |      | TotalShareholdersEquity | 
|                                                                                                                                  |  | Shares          |  | Amount |                           |   |  |                    |       
|Balance at December 31, 2001                                                                                                      |  | 19,087,246      |  |        | 52,501                    |   |  |                    | (470   | ) |                                      |   | (202 | )                        |  |   | (17,312 | ) |  |   | 34,517  |  
|Payment of Shareholders loan                                                                                                     |  |                 |  |        |                           |   |  |                    |        |   |                                      |   | 202  |                          |  |   |         |   |  |   | 202     |  
|Cashless exercise of a warrant                                                                                                    |  | 12,273          |  |        |                           |   |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   |        |  
|Issuance of ordinary shares upon exercise of options                                                                              |  | 556,721         |  |        | 2,111                     |   |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   | 2,111   |  
|Issuance of ordinary shares under employee share purchase plan                                                                    |  | 257,635         |  |        | 1,692                     |   |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   | 1,692   |  
|Amortization of deferred share compensation                                                                                       |  |                 |  |        |                           |   |  |                    | 331    |   |                                      |   |      |                          |  |   |         |   |  |   | 331     |  
|Compensation related to grants of options to sales representatives and distributors                                               |  |                 |  |        | 246                       |   |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   | 246     |  
|Net Income                                                                                                                        |  |                 |  |        |                           |   |  |                    |        |   |                                      |   |      |                          |  |   | 13,350  |   |  |   | 13,350  |  
|                                                                                                                                  |  |                 |  |        |                           |   |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   |         |  
|Balance at December 31, 2002                                                                                                      |  | 19,913,875      |  | $      | 56,550                    |   |  |                    | (139   | ) |                                      |   |     |                          |  |   | (3,962  | ) |  |   | 52,449  |  
|                                                                                                                                  |  |                 |  |        |                           |   |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   |         |  
|Issuance of ordinary shares upon exercise of options                                                                              |  | 268,963         |  |        | 871                       |   |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   | 871     |  
|Issuance of ordinary shares under employee share purchase plan                                                                    |  | 173,209         |  |        | 1,724                     |   |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   | 1,724   |  
|Amortization of deferred share compensation                                                                                       |  |                 |  |        |                           |   |  |                    | 125    |   |                                      |   |      |                          |  |   |         |   |  |   | 125     |  
|Compensation related to grants of options to sales representatives, distributors and directors                                    |  |                 |  |        | (23                       | ) |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   | (23     | )
|Net Income                                                                                                                        |  |                 |  |        |                           |   |  |                    |        |   |                                      |   |      |                          |  |   | 8,670   |   |  |   | 8,670   |  
|                                                                                                                                  |  |                 |  |        |                           |   |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   |         |  
|Balance at December 31, 2003                                                                                                      |  | 20,356,047      |  | $      | 59,122                    |   |  |                    | (14    | ) |                                      |   |     |                          |  |   | 4,708   |   |  |   | 63,816  |  
|                                                                                                                                  |  |                 |  |        |                           |   |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   |         |  
|Issuance of ordinary shares upon exercise of options                                                                              |  | 321,692         |  |        | 664                       |   |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   | 664     |  
|Issuance of ordinary shares under employee share purchase plan                                                                    |  | 325,214         |  |        | 2,004                     |   |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   | 2,004   |  
|Issuance of ordinary shares in connection with Axis acquisition                                                                   |  | 2,901,191       |  |        | 30,189                    |   |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   | 30,189  |  
|Fair value of Axis stock options assumed                                                                                          |  |                 |  |        | 12,894                    |   |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   | 12,894  |  
|Deferred share compensation related to grants of restricted shares and restricted share units in connection with Axis
acquisition |  | 123,200         |  |        | 1,688                     |   |  |                    | (1,688 | ) |                                      |   |      |                          |  |   |         |   |  |   |        |  
|Intrinsic value of unvested stock options assumed in connection with Axis acquisition                                             |  |                 |  |        | 949                       |   |  |                    | (949   | ) |                                      |   |      |                          |  |   |         |   |  |   |        |  
|Deferred share compensation related to value of shares for key employee retention in connection with Axis acquisition             |  |                 |  |        | 5,177                     |   |  |                    | (5,177 | ) |                                      |   |      |                          |  |   |         |   |  |   |        |  
|Amortization of deferred share compensation                                                                                       |  |                 |  |        |                           |   |  |                    | 5,165  |   |                                      |   |      |                          |  |   |         |   |  |   | 5,165   |  
|Net Income                                                                                                                        |  |                 |  |        |                           |   |  |                    |        |   |                                      |   |      |                          |  |   | (9,533  | ) |  |   | (9,533  | )
|                                                                                                                                  |  |                 |  |        |                           |   |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   |         |  
|Balance at December 31, 2004                                                                                                      |  | 24,027,344      |  | $      | 112,687                   |   |  | $                  | (2,663 | ) |                                      | $ |     |                          |  | $ | (4,825  | ) |  | $ | 105,199 |  
|                                                                                                                                  |  |                 |  |        |                           |   |  |                    |        |   |                                      |   |      |                          |  |   |         |   |  |   |         |  



The accompanying notes
are an integral part of these consolidated financial statements.



F-6



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



CONSOLIDATED
STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                         |  |                         |        |   |      |   |        |      |  |   |         |  
|---------------------------------------------------------------------------------------- |  | ----------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------- | -
|                                                                                         |  | Year Ended December 31, |       
|                                                                                         |  | 2002                    |        |   | 2003 |   |        | 2004 | 
|Cash flows from operating activities:                                                    |  |                         |        |   |      |   |        |      |  |   |         |  
|Net income (loss)                                                                        |  | $                       | 13,350 |   |      | $ | 8,670  |      |  | $ | (9,533  | )
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                         |        |   |      |   |        |      |  |   |         |  
|Depreciation and amortization                                                            |  |                         | 879    |   |      |   | 1,146  |      |  |   | 1,986   |  
|Non-cash charges related to equity issuances                                             |  |                         | 577    |   |      |   | 102    |      |  |   | 5,165   |  
|Amortization of deferred compensation                                                    |  |                         |       |   |      |   |       |      |  |   | 4,117   |  
|Amortization of intangible assets                                                        |  |                         |       |   |      |   |       |      |  |   | 3,817   |  
|Amortization of inventory step up                                                        |  |                         |       |   |      |   |       |      |  |   | 681     |  
|Changes in operating assets and liabilities:                                             |  |                         |        |   |      |   |        |      |  |   |         |  
|Accounts receivable                                                                      |  |                         | (3,465 | ) |      |   | 519    |      |  |   | (10,788 | )
|Prepaid expenses, deferred taxes, net and other assets                                   |  |                         | 62     |   |      |   | (2,148 | )    |  |   | (13,023 | )
|Inventory                                                                                |  |                         |       |   |      |   |       |      |  |   | (174    | )
|Accounts payable                                                                         |  |                         | 220    |   |      |   | 489    |      |  |   | 341     |  
|Other liabilities and accrued compensation                                               |  |                         | 2,767  |   |      |   | 1,650  |      |  |   | 6,538   |  
|Deferred revenue                                                                         |  |                         | 3,670  |   |      |   | 631    |      |  |   | 11,683  |  
|                                                                                         |  |                         |        |   |      |   |        |      |  |   |         |  
|Net cash provided by operating activities                                                |  |                         | 18,060 |   |      |   | 11,059 |      |  |   | 810     |  
|                                                                                         |  |                         |       
|Cash flows used in investing activities:                                                 |  |                         |        |   |      |   |        |      |  |   |         |  
|Purchases of property and equipment                                                      |  |                         | (1,044 | ) |      |   | (2,167 | )    |  |   | (2,967  | )
|Other assets                                                                             |  |                         | 10     |   |      |   | 18     |      |  |   | 26      |  
|Cash paid in conjunction with the acquisition of Axis, net                               |  |                         |       |   |      |   |       |      |  |   | (37,022 | )
|                                                                                         |  |                         |        |   |      |   |        |      |  |   |         |  
|Net cash used in investing activities                                                    |  |                         | (1,034 | ) |      |   | (2,149 | )    |  |   | (39,963 | )
|                                                                                         |  |                         |       
|Cash flows from financing activities:                                                    |  |                         |        |   |      |   |        |      |  |   |         |  
|Net proceeds from issuance of ordinary shares                                            |  |                         | 3,803  |   |      |   | 2,595  |      |  |   | 2,669   |  
|Repayment of Shareholders loan                                                          |  |                         | 202    |   |      |   |       |      |  |   |        |  
|Receipts (payments) under capital lease obligations                                      |  |                         | (10    | ) |      |   | (10    | )    |  |   | (25     | )
|                                                                                         |  |                         |        |   |      |   |        |      |  |   |         |  
|Net cash provided by financing activities                                                |  |                         | 3,995  |   |      |   | 2,585  |      |  |   | 2,644   |  
|Net increase (decrease) in cash and cash equivalents                                     |  |                         | 21,021 |   |      |   | 11,495 |      |  |   | (36,509 | )
|Cash and cash equivalents at beginning of the year                                       |  |                         | 58,488 |   |      |   | 79,509 |      |  |   | 91,004  |  
|                                                                                         |  |                         |        |   |      |   |        |      |  |   |         |  
|Cash and cash equivalents at end of the year                                             |  | $                       | 79,509 |   |      | $ | 91,004 |      |  | $ | 54,495  |  
|                                                                                         |  |                         |        |   |      |   |        |      |  |   |         |  
|Supplemental disclosure of cash-flow information                                         |  |                         |        |   |      |   |        |      |  |   |         |  
|Interest paid during the year                                                            |  | $                       | 3      |   |      | $ |       |      |  | $ | 2       |  
|Income tax payments                                                                      |  | $                       | 26     |   |      | $ | 32     |      |  | $ | 50      |  
|                                                                                         |  |                         |       
|Non cash investing and financing activities                                              |  |                         |        |   |      |   |        |      |  |   |         |  
|Exchange of preferred shares for ordinary shares                                         |  | $                       | 21,591 |   |      | $ |       |      |  | $ |        |  
|Issuance of ordinary shares for acquisition of Axis                                      |  | $                       |       |   |      | $ |       |      |  | $ | 35,366  |  
|Fair value of Axis assumed options                                                      |  | $                       |       |   |      | $ |       |      |  | $ | 12,894  |  



The accompanying notes
are an integral part of these consolidated financial statements.



F-7



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS



1.    SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES



Organization and Basis
of Presentation



Verisity Ltd. was incorporated under the
laws of Israel in September 1995 and commenced operations in January 1996. Verisity Ltd., together with its wholly owned subsidiaries (together, the Company or Verisity) develop, market, and support software, and with the
Axis acquisition also hardware systems, which provides systems and semiconductor companies with the ability to automate the functional verification of system and integrated circuit designs.



The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States and include the accounts of Verisity Ltd. and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.



The consolidated financial statements are presented in United States
(U.S.) dollars. Substantially all of the Companys sales are made in U.S. dollars. In addition, a substantial portion of the Companys costs are incurred in U.S. dollars. Since the U.S. dollar is the primary currency in the
economic environment in which the Company operates, the U.S. dollar is its functional currency. The par value of the Companys shares is stated in new Israeli shekels (NIS).



Use of Estimates



The preparation of financial statements in conformity with generally
accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.



The Company bases its estimates on historical experience and
on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions.



Fair Value of Selected Working Capital Items



Accounts receivable and accounts payable, are carried at cost, which approximates their fair values due to the short maturity of these instruments. The recorded balance of capital lease obligation approximates fair
value as interest is incurred at a variable market rate.



Revenue Recognition



License revenue is
comprised of perpetual and time-based license fees which are primarily derived from contracts with corporate customers. For each sale, the Company recognizes revenue when persuasive evidence of an agreement has been received, delivery of the product
and license key has occurred, the fee is fixed or determinable, collectibility is probable, and there are no remaining obligations by the Company. The Company considers all arrangements with payment terms longer than normal not to be fixed or
determinable. The Companys standard payment recognition terms currently range from net 30 days to net 90 days for domestic and international customers, respectively. The Company does not currently offer, has not offered
in the past, and does not expect to offer in the future, extended payment term arrangements. If the fee due from the customer is not fixed or determinable, revenue is recognized as payments become due from the customer. If collectibility is not
considered probable, revenue is recognized when the fee is collected.



F-8



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



For perpetual licenses, once all of the above conditions have been met, the Company recognizes
license revenue based upon the residual method after all elements, which do not have vendor-specific objective evidence of fair value (VSOE), other than maintenance have been delivered, as prescribed by Statement of Position, or SOP No.
98-9, Modification of SOP No. 97-2, Software Revenue Recognition with Respect to Certain Transactions, as VSOE for the delivered elements does not exist.



In certain instances, the Company enters into arrangements consisting of staggered delivery of multiple elements. As VSOE of
fair value does not exist for these products, and delivery of the product and license key has not occurred, the Company defers revenue on these arrangements until delivery has occurred.



Sales to international distributors are recognized when the international distributor has sold the product to the end user.
The international distributors do not have a right to return unsold product.



Maintenance revenue is derived from support arrangements. Maintenance arrangements provide technical customer support and the right to unspecified upgrades on an if-and-when-available basis. In accordance with
paragraph 10 of SOP 97-2, Software Revenue Recognition, VSOE of fair value of maintenance is determined based on the price charged for the maintenance element when sold separately. The maintenance term is typically one year in duration
and maintenance revenue is recognized ratably over the maintenance term.



Time-based licenses of less than 24 months in duration include maintenance for the full duration of the license. VSOE of fair value does not exist for the related support arrangement as maintenance is not offered
separately for such arrangements. In these cases, the Company recognizes the license and maintenance revenue ratably over the period of each arrangement. Further, with respect to these time-based license agreements, the Company allocates the revenue
based on its standard price list, which has resulted in approximately 66% being allocated to license revenue and 34% being allocated to maintenance revenue.



In most cases, the Company enters into arrangements consisting of time-based licenses of less than 24 months in duration (which includes maintenance). In
certain cases these arrangements may include consulting or training services. The term of these time-based license arrangements is generally longer than the period over which the consulting or training services are delivered as these services are
generally provided at the time of license delivery. The Company recognizes revenue from such arrangements on a straight-line basis over the arrangement term.



Hardware system revenue is derived from sales of Axis Systems Inc. line of products. Due to high value software elements in these systems revenue is
recognized in accordance with American Institute of Certified Public Accountants Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9. Hardware related contracts with customers generally include multi-year
lease arrangements or perpetual license arrangements for software and hardware products and postcontract maintenance. Maintenance can be renewed annually at the customers discretion in the case of perpetual license. However, VSOE does not
exist for the Companys postcontract maintenance; therefore, product and maintenance revenue is recognized ratably over the lease term or initial maintenance term in the case of perpetual license, once there are no other undelivered elements
except postcontract maintenance. Revenue recognition begins when delivery has occurred and all other revenue recognition criteria have been met.



Other services revenue is comprised of revenue from consulting fees and training services. For perpetual licenses, consulting and training revenue is
deferred and recognized when the services are provided to the customer based on VSOE of fair value of these services. Verisitys policy is to recognize software license revenue when these associated services are not essential to the
functionality of the product. To date, these services have not been essential to the functionality of the product. VSOE of fair value of consulting fees and training is determined by reference to the price the customer will be required to pay when
the services are sold separately, which is based on the price history the Company has developed for separate sales of these services. The consulting and training services meet the criteria set forth in paragraph 65 of SOP 97-2 for separate
accounting.



F-9



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Customers are billed when there is a contractual right to do so under the terms of the respective
arrangement. Customer advances and billed amounts due from customers in excess of revenue recognized are recorded as deferred revenue.



Substantially all of the Companys total revenue is derived from the sales of licenses of its functional verification products and related
maintenance and other services.



Share-Based Compensation



The Company accounts for employee share option grants in
accordance with Accounting Principles Board Opinion No. 25, Accounting For Stock Issued to Employees (APB 25) and related interpretations. Under APB 25, when the exercise price of share options granted to employees equals or
exceeds the market price of the underlying shares on the date of grant, no compensation expense is recognized. The Company has adopted the disclosure only alternative described in Statement of Financial Accounting Standards
(SFAS) 123, Accounting for Stock-Based Compensation.



For purposes of disclosures pursuant to SFAS 123 as amended by SFAS 148, the estimated fair value of options is amortized to expense over the options vesting period.



The following table illustrates the effect on reported net income and net
income per share as if we had applied the fair value recognition provisions of SFAS 123 to share-based compensation:



|                                                                                 |  |                                       |        |   |      |   |         |      |  |   |         |  
|-------------------------------------------------------------------------------- |  | ------------------------------------- | ------ | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                 |  | Year ended December 31,               |       
|                                                                                 |  | 2002                                  |        |   | 2003 |   |         | 2004 | 
|                                                                                 |  | (in thousands, except per share data) |       
|Net income (loss) as reported                                                    |  | $                                     | 13,350 |   |      | $ | 8,670   |      |  | $ | (9,533  | )
|Stock-based compensation expense included in reported net income                 |  |                                       | 331    |   |      |   | 228     |      |  |   | 1,002   |  
|Total stock based compensation expense determined under fair value based methods |  |                                       | (8,073 | ) |      |   | (10,019 | )    |  |   | (8,504  | )
|                                                                                 |  |                                       |        |   |      |   |         |      |  |   |         |  
|Pro forma net Income (loss)                                                      |  | $                                     | 5,608  |   |      | $ | (1,121  | )    |  | $ | (17,035 | )
|                                                                                 |  |                                       |        |   |      |   |         |      |  |   |         |  
|Basic net income (loss) per share:                                               |  |                                       |        |   |      |   |         |      |  |   |         |  
|As reported                                                                      |  | $                                     | 0.71   |   |      | $ | 0.44    |      |  | $ | (0.41   | )
|                                                                                 |  |                                       |        |   |      |   |         |      |  |   |         |  
|Pro forma                                                                        |  | $                                     | 0.30   |   |      | $ | (0.06   | )    |  | $ | (0.74   | )
|                                                                                 |  |                                       |        |   |      |   |         |      |  |   |         |  
|Diluted net income (loss) per share:                                             |  |                                       |        |   |      |   |         |      |  |   |         |  
|As reported                                                                      |  | $                                     | 0.63   |   |      | $ | 0.41    |      |  | $ | (0.41   | )
|                                                                                 |  |                                       |        |   |      |   |         |      |  |   |         |  
|Pro forma                                                                        |  | $                                     | 0.27   |   |      | $ | (0.05   | )    |  | $ | (0.74   | )
|                                                                                 |  |                                       |        |   |      |   |         |      |  |   |         |  



The fair value of all
options granted and purchase rights during the three years ended December 31, 2002, 2003 and 2004 was estimated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:



|                                          |  |                         |  |           |  |          
|----------------------------------------- |  | ----------------------- |  | --------- |  | ---------
|                                          |  | Year ended December 31,
|                                          |  | 2002                    |  | 2003      |  | 2004     
|Volatility                                |  | 80%                     |  | 62%-80%   |  | 45%-52%  
|Expected dividend yields                  |  |                        |  |          |  |         
|Weighted-average risk-free interest rates |  | 3.80%                   |  | 2.1%-2.8% |  | 3.0%-3.5%
|Expected life:                            |  |                         |  |           |  |          
|Option plans                              |  | 4.0                     |  | 4.0       |  | 3.5-4.0  
|Purchase plan                             |  | 0.5-2.0                 |  | 0.5-2.0   |  | 0.5-2.0  



F-10



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Research and Development



Research and development expenditures are charged to operations as incurred. SFAS No. 86, Accounting for the Costs of
Computer Software to be Sold, Leased or Otherwise Marketed, requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. Based on the Companys product development process,
technological feasibility is established upon the completion of a working model. To date, costs incurred by the Company between the completion of the working model and the point at which the product is ready for general release have been
insignificant. Accordingly, the Company has charged all such costs to research and development expense in the period incurred.



Foreign Currency Transactions



Monetary accounts maintained in currencies other than the U.S. dollar (principally cash and liabilities) are remeasured using the foreign exchange rate at
the balance sheet date. Operational accounts and nonmonetary balance sheet accounts are measured and recorded at the rate in effect at the date of the transaction. The effects of foreign currency remeasurement are reported in current operations and
have not been material to date.



Cash Equivalents



The Company considers all highly liquid investments with
maturities of three months or less, at the date of purchase, to be cash equivalents.



The fair market value of cash equivalents represents the quoted market prices at the balance sheet dates and approximate carrying value. Cash and cash equivalents are categorized as follows:



|                           |  |                |        |      |   |       
|-------------------------- |  | -------------- | ------ | ---- | - | ------
|                           |  | December 31,  
|                           |  | 2003           |        | 2004
|                           |  | (in thousands)
|Money market funds         |  | $              | 23,697 |      | $ | 13,687
|Bank deposits              |  |                | 3,795  |      |   | 8,821 
|U.S. government securities |  |                | 58,019 |      |   | 31,987
|Corporate bonds            |  |                | 5,493  |      |   |      
|                           |  |                |        |      |   |       
|                           |  | $              | 91,004 |      | $ | 54,495
|                           |  |                |        |      |   |       



Property and
Equipment



Property and equipment are stated at cost.
Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which are generally three to five years, or the life of the lease, whichever is shorter.



Concentration of Credit Risk



Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist of cash and cash equivalents and accounts receivable. Most of the Companys cash and cash equivalents are held at high quality financial institutions in the United States.



The accounts receivable of the Company are mainly derived from sales to
customers located primarily in the U.S., Europe, Israel and Eastern Asia. The Company performs periodic credit evaluations of its customers financial condition and generally does not require collateral. An allowance for doubtful accounts is
recorded when the Company has determined that the account receivable is unlikely to be collected. As of December 31, 2003 and 2004 the allowances for doubtful accounts were $2,000 and $2,000. The Company considers an account receivable past due in
the event that the balance is outstanding more than the underlying credit terms.



F-11



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



In 2002 one customer, who contributed 10.8% of total revenue, was the only customer to account for
more than 10% of total revenue. In 2003 two customers accounted for 12.2% and 11.4% of total revenue. In 2004, no customer accounted for greater than 10% of total revenue.



As of December 31, 2004 the Company has one outstanding forward contract to hedge a receivable to be paid in Japanese yen.
The Company has no significant off-balance sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.



Goodwill



The Company adopted Financial Accounting Standards Board (FASB) Statement No. 142 Goodwill and Other Intangible Assets (SFAS
142) as of January 1, 2002. SFAS 142 changed the accounting for goodwill from an amortization method to an impairment only approach. Upon acquisition of Axis in the first quarter of 2004, the Company completed its annual impairment assessments
and determined that no impairment is required for the year ended on December 31, 2004.



Long-lived assets



The
Company evaluates the recoverability of its long-lived assets, other than goodwill whenever events or changes in circumstance indicate the carrying amounts of the assets may not be recoverable. To date, the Company has not recorded any impairment
charges against the value of its long-lived assets.



Comprehensive Income (Loss)



The Company has
adopted the provisions of SFAS No. 130, Reporting Comprehensive Income. The Company has no items of other comprehensive income (loss) in any of the periods presented and, therefore, net income (loss) equals total comprehensive income
(loss) for all periods presented.



Earnings and Net Income
(loss) Per Share



Basic earnings per share is computed
based on the weighted-average number of ordinary shares outstanding, less shares subject to the Companys right to repurchase. Diluted earnings per share is computed based on the weighted-average number of ordinary shares and other dilutive
securities (e.g., options and warrants to purchase ordinary shares), calculated using the treasury stock method. See also Note 10 Earnings and loss per share below.



Impact of Recently Issued Accounting Pronouncements



In December 2004, the FASB issued FASB Statement No. 123(R), Shared-Based Payment. Statement 123(R) addresses
the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprises equity
instruments or that may be settled by the issuance of such equity instruments. Statement 123(R) requires an entity to recognize the grant-date fair-value of stock options and other equity-based compensation issued to employees in the income
statement. The revised Statement generally requires that an entity account for those transactions using the fair-value-based method, and eliminates the intrinsic value method of accounting in APB Opinion No. 25, Accounting for Stock Issued to
Employees, which was permitted under Statement 123, as originally issued.



The revised Statement requires entities to disclose information about the nature of the share-based payment transactions and the effects of those transactions on the financial statements.



F-12



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Statement 123(R) is effective as of the beginning of the first interim or annual reporting period
that begins after June 15, 2005 (i.e., third quarter 2005 for the Company). All public companies must use either the modified prospective or the modified retrospective transition method. Early adoption of this Statement for interim or annual periods
for which financial statements or interim reports have not been issued is encouraged. The Company has not yet evaluated the impact of adoption of this pronouncement which must be adopted in the third quarter of our fiscal year 2005.



2.    PROPERTY AND EQUIPMENT



Property and equipment consists of the following:



|                                             |  |                |        |   |      |   |        |  
|-------------------------------------------- |  | -------------- | ------ | - | ---- | - | ------ | -
|                                             |  | December 31,   |       
|                                             |  | 2003           |        |   | 2004 |  
|                                             |  | (in thousands) |       
|Cost:                                        |  |                |        |   |      |   |        |  
|Computers, software and peripheral equipment |  | $              | 6,366  |   |      | $ | 9,491  |  
|Office equipment and furniture and fixtures  |  |                | 1,166  |   |      |   | 1,497  |  
|Leasehold improvments                        |  |                | 536    |   |      |   | 1,071  |  
|                                             |  |                |        |   |      |   |        |  
|                                             |  |                | 8,068  |   |      |   | 12,059 |  
|Less accumulated depreciation                |  |                | (4,770 | ) |      |   | (6,398 | )
|                                             |  |                |        |   |      |   |        |  
|Property and equipment, net                  |  | $              | 3,298  |   |      | $ | 5,661  |  
|                                             |  |                |        |   |      |   |        |  



3.    DEFERRED
REVENUES



Deferred revenues consist of the following:



|                                                            |  |                |        |   |      |   |        |  
|----------------------------------------------------------- |  | -------------- | ------ | - | ---- | - | ------ | -
|                                                            |  | December 31,   |       
|                                                            |  | 2003           |        |   | 2004 |  
|                                                            |  | (in thousands) |       
|Time-based licenses                                         |  | $              | 14,667 |   |      | $ | 25,383 |  
|Transactions with staggered deliveries of multiple elements |  |                | 5,272  |   |      |   | 13,066 |  
|Maintenance                                                 |  |                | 13,453 |   |      |   | 12,703 |  
|                                                            |  |                |        |   |      |   |        |  
|                                                            |  |                | 33,392 |   |      |   | 51,152 |  
|Less: long-term portion of deferred revenues                |  |                | (5,601 | ) |      |   | (8,321 | )
|                                                            |  |                |        |   |      |   |        |  
|Current portion of deferred revenues                        |  | $              | 27,791 |   |      | $ | 42,831 |  
|                                                            |  |                |        |   |      |   |        |  



4.    ACCRUED
SEVERANCE PAY, NET



Under Israeli law, the Company is
required to make severance payments to dismissed employees and to employees leaving employment under certain circumstances. This liability is calculated based on the years of employment for each employee in accordance with the severance pay
laws. The Companys liability for required severance payments is covered by funding into approved severance pay funds, insurance policies and by an accrual. Accrued severance pay, net is $275,000 and $290,000 as of December 31, 2003 and
2004, respectively, and the balances are included in other long-term liabilities.



Severance expenses for the years ended December 31, 2002, 2003 and 2004 were $321,000, $443,000 and $427,000, respectively.



F-13



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



5.    COMMITMENTS AND CONTINGENCIES



Guarantees



As of December 31, 2004, the Company had a bank guarantee in connection with
operating leases totaling $189,000, which is collateralized by a letter of credit.



The Company from time to time enters into certain types of contracts that contingently require the Company to indemnify parties against third party claims. These obligations primarily relate to certain agreements with
the Companys officers, directors and employees, under which the Company may be required to indemnify such persons for liabilities arising out of their employment relationship. The terms of such obligations vary. Generally, a maximum obligation
is not explicitly stated. Because the obligated amounts of these types of agreements often are not explicitly stated, the overall maximum amount of the obligations cannot be reasonably estimated. Historically, the Company has not been obligated to
make any payments for these obligations, and no liabilities have been recorded for these obligations on its balance sheet as of December 31, 2004.



Leases



Future minimum payments under noncancelable operating and capital lease agreements at December 31, 2004 are as follows:



|                         |  |        |      
|------------------------ |  | ------ | -----
|                         |  | Leases
|Year ending December 31: |  |        |      
|2005                     |  | $      | 1,831
|2006                     |  |        | 1,689
|2007                     |  |        | 1,646
|2008                     |  |        | 1,611
|2009                     |  |        | 981  
|2010                     |  |        | 44   
|                         |  |        |      
|                         |  | $      | 7,802
|                         |  |        |      



Included in the lease
payment above is $34,000 under capital lease to be paid in 2005.



Rent expense was approximately $1,393,000, $1,423,000 and $1,376,000 for the years ended December 31, 2002, 2003 and 2004, respectively.



6.    INVENTORY



Inventory is stated at the lower of cost or market, with cost determined on a first-in, first-out basis. Inventory consisted of the following (in
thousands):



|                |  |                   |      
|--------------- |  | ----------------- | -----
|                |  | December 31, 2004
|Work in process |  | $                 | 1,641
|Finished goods  |  |                   | 1,631
|                |  |                   |      
|                |  | $                 | 3,272
|                |  |                   |      



F-14



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



7.    ACQUISITION



On December 11, 2003, Verisity Ltd. and Axis Systems Inc. (Axis) entered into an Agreement and Plan of Merger
(Merger Agreement) with the intended result of Axis becoming a wholly-owned subsidiary of Verisity. On February 9, 2004 Verisity and Axis closed this merger pursuant to the Merger Agreement in a transaction accounted for using the
purchase method. Accordingly, the results of operation of Axis have been included in the Companys financial statements since the date of acquisition.



Verisitys primary objective in acquiring Axis was based on the Companys belief that the combined Company would benefit from the following:



| | · |  | Axiss complementary technologies and products in the functional verification market provide Verisity with a more comprehensive and highly differentiated verification process
automation (VPA) platform that can take complex electronic design projects from specification to verification closure. Verisity believes that the combined company will have the ability to more fully penetrate and expand its existing customer base
and broaden its target market to include simulation, acceleration and emulation by integrating certain key technologies of each company into new products as well as merging existing product lines;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Axiss intellectual property portfolio and related expertise, especially intellectual property relating to third generation simulation technology that can serve as a software
simulator, an accelerator, or an in-system emulator. This technology is packaged into three tightly linked solutions: (i) Xsim, a mixed Verilog, VHDL, and SystemC event-based simulator, (ii) Xtreme, a recompiled version of the simulator that is
targeted to run on a high performance parallel processing machine, and (iii) XoC, an extension of Xtreme that enables the co-verification of hardware with embedded software.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | Access to Axiss customer relationships, providing cross-selling opportunities to existing customers as well as opportunities to build new relationships and better leverage the
combined sales and marketing resources of both companies while providing a much broader range of VPA solutions and methodologies to its combined customer base.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The purchase price exceeded the net assets acquired resulting in the recognition of goodwill. The Company attributed
particular value to several of Axiss underlying technologies, beyond its existing product lines, which the Company plans to integrate with several of its own technologies to create new products which will significantly enhance and broadened
its VPA platform offerings and allow the Company to address a much larger target market, as mentioned above. Moreover, these underlying Axis technologies are mature, high performance and highly interoperable which will significantly reduce the
Companys integration time and time to market with new products versus having had to develop similar technologies and products over a much longer time period through its own internal development efforts.



F-15



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The financial statements reflect a purchase price of approximately $80.8 million, determined as
follows (in thousands):



|                                                         |  |        |        |  
|-------------------------------------------------------- |  | ------ | ------ | -
|                                                         |  | Amount |       
|Cash consideration                                       |  | $      | 40,571 |  
|Less: Value of cash for key employee retention           |  |        | (5,938 | )
|Value of Verisity ordinary shares issued                 |  |        | 35,366 |  
|Less: Value of shares for key employee retention         |  |        | (5,177 | )
|Fair value of Axis options assumed                       |  |        | 12,894 |  
|Restricted incentive Verisity ordinary shares            |  |        | 1,480  |  
|Restricted incentive Verisity ordinary share units (RSU) |  |        | 340    |  
|Less: Deferred Compensation for Restricted Shares & RSUs |  |        | (1,820 | )
|Estimated transaction costs                              |  |        | 3,125  |  
|                                                         |  |        |        |  
|Total purchase price                                     |  | $      | 80,841 |  
|                                                         |  |        |        |  



The total purchase
price of $80.8 million includes cash of $40.6 million, Verisity ordinary shares valued at $35.4 million, assumed stock options with a fair value of $12.9 million (intrinsic value of $4.0 million), restricted incentive Verisity ordinary shares and
restricted ordinary shares units valued at $1.8 million and direct transaction costs of $3.1 million, reduced by amounts related to future employment that will be accounted for as deferred compensation costs of $11.1 million in respect of cash and
share proceeds of certain key employees under retention agreements and $1.8 million in respect of restricted incentive Verisity ordinary shares and restricted ordinary shares units.



The fair value of Axis assumed options of $12.9 million was determined based on the fair value of Verisity ordinary
shares as of the acquisition date using the Black-Scholes option pricing model applying the following assumptions: expected life of 4 years, risk-free interest rate of 2.8%, expected volatility of 62% and no expected dividend yield. The intrinsic
value of the unvested options, totaling approximately $949,000, has been recorded as deferred stock compensation and will be amortized over the vesting period on a multiple option approach basis.



Under the purchase method of accounting, the total purchase price as shown in
the table below is allocated to Axiss net tangible and intangible assets based on their estimated fair values as of the date of the completion of the merger. Based on the final valuation and other factors, the purchase price is allocated as
follows:



|                                                      |  |        |        |  
|----------------------------------------------------- |  | ------ | ------ | -
|                                                      |  | Amount |       
|Net tangible liabilities                              |  | $      | (2,155 | )
|Amortizable intangible assets:                        |  |        |        |  
|Developed and core technology, patents                |  |        | 10,620 |  
|Customer contracts and lists, distribution agreements |  |        | 8,200  |  
|Maintenance contracts                                 |  |        | 1,200  |  
|Goodwill                                              |  |        | 62,976 |  
|                                                      |  |        |        |  
|Total purchase price allocation                       |  | $      | 80,841 |  
|                                                      |  |        |        |  



F-16



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Based on the final valuation and other factors, the purchase price, with respect to net tangible
assets, is allocated as follows:



|                                        |  |        |         |  
|--------------------------------------- |  | ------ | ------- | -
|                                        |  | Amount |        
|Cash and cash equivalents               |  | $      | 8,280   |  
|Accounts receivable                     |  |        | 3,177   |  
|Unbilled Receivables                    |  |        | 7,916   |  
|Inventory                               |  |        | 3,764   |  
|Deferred Expenses                       |  |        | 1,846   |  
|Net Property and Equipment              |  |        | 1,381   |  
|Net Deferred Taxes                      |  |        | (17,271 | )
|Account Payable and Accrued Liabilities |  |        | (5,171  | )
|Deferred revenues                       |  |        | (6,077  | )
|                                        |  |        |         |  
|Net tangible liabilities                |  | $      | (2,155  | )
|                                        |  |        |         |  



Intangible assets



Of the total purchase price $20.0 million has been
allocated to amortizable intangible assets acquired.



Developed
technology, which is comprised of products that have reached technological feasibility, includes products in most of Axis product lines, principally the Axis Xcite, Xtreme, Xpert and Xchange products. Core technology and patents represent a
combination of Axis processes, patents and trade secrets developed through the design and development of reconfigurable computing (RCC) technology and fielded products that can handle software simulation, acceleration, emulation, and
hardware/software co-verification. Verisity expects to amortize the developed and core technology and patents on a straight-line basis over an average estimated life of five years.



Customer contracts represent existing contracts that relate primarily to underlying customer relationships pertaining to the
products and services provided by Axis. Customer lists and distribution agreements represent Axis relationships with its installed base of products and service, and agreements with sales representatives and distributors. Verisity expects to
amortize the fair value of these assets on a straight-line basis over an average estimated life of five years. Maintenance contracts represent agreements to deliver support services to certain customers and Verisity expects to amortize the fair
value of these contracts on a straight line basis over an average estimated life of three years.



Of the total purchase price, $63.0 million has been allocated to goodwill. Goodwill represents the excess of the purchase price of an acquired business
over the fair value of the underlying net tangible and intangible assets. The Company attributed particular value to several of Axis underlying technologies which the Company plans to integrate with several of its own technologies to create
new products which will significantly enhance and broadened its verification process automation platform offerings and allow the Company to address a much larger target market. Moreover, these underlying Axis technologies are mature, high
performance and highly interoperable which will significantly reduce the Companys integration time and time to market with new products versus having to develop similar technologies and products over a much longer time period through its own
internal development efforts.



No value has been allocated to
in-process research and development. Axis is currently developing new products that have generally reached technological feasibility and do not qualify for treatment as in-process research and development. Technological feasibility is defined as
being equivalent to completion of a beta-phase working prototype in which there is no remaining risk relating to the development.



F-17



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The discount rates used for the valuation of the various intangible assets of Axis were based on a
weighted average cost of capital of 17.0 percent. The weighted average cost of capital was calculated employing estimates of required equity rates of return and after-tax costs of debt based upon a group of peer companies. In order to estimate an
appropriate equity rate of return, the Capital Asset Pricing Model was employed. Specifically, a discount rate of 15.0 percent was assigned to the developed technology on the basis that the risk associated with this asset class was estimated to be
lower than the overall Axis business since the technology was proven and was being sold in the marketplace as of the valuation date. Alternatively, a discount rate of 17.0 percent was assigned to the customer and maintenance contracts on the basis
that the risk associated with these assets was estimated to approximate the same risk as the overall Axis business.



The following unaudited pro forma financial information presents the combined results of operations of Verisity and Axis as if the acquisition had
occurred as of the beginning of fiscal 2003 and 2004, after giving effect to certain adjustments (discussed below), including amortization of intangibles. The unaudited pro forma financial information does not necessarily reflect the results of
operations that would have occurred had the combined companies constituted a single entity during such periods, and is not necessarily indicative of results which may be obtained in the future.



|                              |  |                                          |        |   |      |   |         |  
|----------------------------- |  | ---------------------------------------- | ------ | - | ---- | - | ------- | -
|                              |  | Year ended December 31,                  |       
|                              |  | 2003                                     |        |   | 2004 |  
|                              |  | (in thousands, except    per share data) |       
|Pro forma revenue             |  | $                                        | 69,139 |   |      | $ | 59,775  |  
|                              |  |                                          |        |   |      |   |         |  
|Pro forma net loss            |  | $                                        | (5,387 | ) |      | $ | (11,474 | )
|                              |  |                                          |        |   |      |   |         |  
|Pro forma net loss per share: |  |                                          |        |   |      |   |         |  
|Basic                         |  | $                                        | (0.23  | ) |      | $ | (0.48   | )
|                              |  |                                          |        |   |      |   |         |  
|Diluted                       |  | $                                        | (0.23  | ) |      | $ | (0.48   | )
|                              |  |                                          |        |   |      |   |         |  



Verisity has not given
effect in the pro forma statement of operations for the 2003 period to the deferred revenue adjustment on revenue as the adjustments are directly related to the merger and the effect is non-recurring. Such adjustments are reflected in the
post-merger statements of operations of the combined company.



The deferred revenue adjustment has the effect of reducing the amount of revenue the combined company will recognize in periods subsequent to the merger compared to the amount of revenue Axis would have recognized in the same period absent
the merger.



8.    GOODWILL AND OTHER INTANGIBLE ASSETS



In accordance with SFAS 142 goodwill and intangible
assets with indefinite lives will be tested for impairment at least annually (or more frequently if certain indicators are present). In the event that the management of the combined company determines that the goodwill has become impaired, the
combined company will incur an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made. To date, the Company has not recorded any impairment charges against the value of its goodwill and other
intangible assets.



F-18



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Intangible assets are comprised of the following (in thousands):



|                                                      |  |                   |  |                     |        |                         |   |        |            |  |   |       
|----------------------------------------------------- |  | ----------------- |  | ------------------- | ------ | ----------------------- | - | ------ | ---------- |  | - | ------
|                                                      |  | December 31, 2004
|                                                      |  | Life inYears      |  | GrossCarryingAmount |        | AccumulatedAmortization |   |        | NetBalance
|Developed and core technology, patents                |  | 5                 |  | $                   | 10,620 |                         | $ | (1,947 | )          |  | $ | 8,673 
|Customer contracts and lists, distribution agreements |  | 5                 |  |                     | 8,200  |                         |   | (1,503 | )          |  | $ | 6,697 
|Maintenance contracts                                 |  | 3                 |  |                     | 1,200  |                         |   | (367   | )          |  | $ | 833   
|                                                      |  |                   |  |                     |        |                         |   |        |            |  |   |       
|                                                      |  |                   |  | $                   | 20,020 |                         | $ | (3,817 | )          |  | $ | 16,203
|                                                      |  |                   |  |                     |        |                         |   |        |            |  |   |       



Estimated future
intangible amortization expense, based on current balances, as of December 31, 2004 is as follows (in thousands):



|                         |  |        |       
|------------------------ |  | ------ | ------
|                         |  | Amount
|Year ending December 31: |  |        |       
|2005                     |  |        | 4,164 
|2006                     |  |        | 4,164 
|2007                     |  |        | 3,797 
|2008                     |  |        | 3,764 
|2009                     |  |        | 314   
|                         |  |        |       
|                         |  | $      | 16,203
|                         |  |        |       



9.    SHAREHOLDERS EQUITY



Ordinary Shares



Ordinary shares consist of
the following:



|                        |  |                                               |      |                                                       |      |           
|----------------------- |  | --------------------------------------------- | ---- | ----------------------------------------------------- | ---- | ----------
|                        |  | Ordinary sharesAuthorized atDecember 31, 2004 |      | Ordinary shares Issued andOutstanding at December 31,
|                        |  |                                               | 2003 |                                                       | 2004
|Ordinary Shares         |  | 91,222,534                                    |      | 20,356,047                                            |      | 24,027,344
|Class B ordinary shares |  | 3,777,466                                     |      |                                                       |      |          
|                        |  |                                               |      |                                                       |      |           
|                        |  | 95,000,000                                    |      | 20,356,047                                            |      | 24,027,344
|                        |  |                                               |      |                                                       |      |           



Each ordinary share
(other than each Class B ordinary share which has no voting rights) is entitled to one voting right.



Employee Share Purchase Plan (ESPP)



In September 2000, the board of directors adopted the 2000 Employee Share Purchase Plan, which became effective upon the closing of the initial public
offering of the Companys ordinary shares. The 2000 Employee Share Purchase Plan will remain in effect for 10 years, unless terminated by the board of directors at an earlier date. Initially, the Company has initially reserved 1,000,000 shares
for issuance under this plan, subject to annual increases based on the number of shares issued under the plan in the previous calendar year. In May 2004, the Companys shareholders approved an increase of 300,000 shares available for issuance
under this plan. As of December 31, 2004, 404,033 shares were available for issuance under the plan.



F-19



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Share Option Plans



The Company has stock option plans adopted in 1997, 1999 and 2000, as well as stock option plans assumed through
acquisitions, under which stock options are outstanding. The U.S Stock Option Plans permit options granted to qualify as incentive stock options under the U.S. Internal Revenue Code, if appropriate criteria are met. The exercise price of
a stock option is generally equal to the fair market value of Verisitys Ordinary Shares on the date the option is granted. The term of options granted in fiscal 2004 is ten years. Unless otherwise decided by the board of directors, 1/4th of
the options will vest, or become exercisable, one year from the date of grant and an additional 1/48th of the options will vest each month thereafter as long as the holder continues to be an employee, director or consultant of the Company.



In May 2004, the Companys shareholders approved an
increase of 325,000 shares available for issuance under the 2000 Israeli Share Option Plan, and an increase of 825,000 shares available for issuance under the Companys 2000 U.S. Share Incentive Plan.



In connection with the Companys acquisition during fiscal 2004 of Axis
Systems Inc., the Company assumed all outstanding options granted by Axis Systems Inc. prior to the acquisition date which converted into 850,802 options of the Company.



Option activity was as follows for the years ended December 31, 2002, 2003 and 2004:



|                                       |  |                          |   |  |                             |   |  |                     |              |                                        |   |      
|-------------------------------------- |  | ------------------------ | - |  | --------------------------- | - |  | ------------------- | ------------ | -------------------------------------- | - | -----
|                                       |  | SharesAvailableFor Grant |   |  | Number ofOutstandingOptions |   |  | Price Per Share (1) |              | Weighted-AverageExercisePrice PerShare
|Balance at December 31, 2001           |  | 1,195,085                |   |  | 3,802,140                   |   |  | $                   | 0.00-$19.02  |                                        | $ | 4.90 
|Additional shares authorized           |  | 1,250,000                |   |  |                            |   |  |                     |             |                                        |   |     
|Options granted                        |  | (1,397,500               | ) |  | 1,397,500                   |   |  | $                   | 12.20-$20.56 |                                        | $ | 17.74
|Options exercised                      |  |                         |   |  | (927,475                    | ) |  | $                   | 0.00-$17.10  |                                        | $ | 2.30 
|Options cancelled                      |  | 148,382                  |   |  | (148,382                    | ) |  | $                   | 0.75-$18.90  |                                        | $ | 12.02
|                                       |  |                          |   |  |                             |   |  |                     |              |                                        |   |      
|Balance at December 31, 2002           |  | 1,195,967                |   |  | 4,123,783                   |   |  | $                   | 0.00-$20.56  |                                        | $ | 9.58 
|Additional shares authorized           |  | 800,000                  |   |  |                            |   |  |                     |             |                                        |   |     
|Options granted                        |  | (1,263,872               | ) |  | 1,263,872                   |   |  | $                   | 9.45-$14.70  |                                        | $ | 10.92
|Options exercised                      |  |                         |   |  | (343,362                    | ) |  | $                   | 0.00-$11.25  |                                        | $ | 2.65 
|Options cancelled                      |  | 306,722                  |   |  | (306,722                    | ) |  | $                   | 0.90-$20.56  |                                        | $ | 13.18
|                                       |  |                          |   |  |                             |   |  |                     |              |                                        |   |      
|Balance at December 31, 2003           |  | 1,038,817                |   |  | 4,737,571                   |   |  |                     |              |                                        | $ | 10.21
|Additional shares authorized           |  | 1,150,000                |   |  |                             |   |  |                     |             |                                        |   |      
|Options assumed from Axis              |  |                         |   |  | 850,802                     |   |  | $                   | 0.41-$14.17  |                                        | $ | 8.33 
|Additional shares authorized from Axis |  | 273,190                  |   |  |                            |   |  |                     |             |                                        |   |     
|Options granted                        |  | (1,867,871               | ) |  | 1,744,671                   |   |  | $                   | 0.00-$12.58  |                                        | $ | 5.81 
|Options exercised                      |  |                         |   |  | (384,859                    | ) |  | $                   | 0.00-$8.00   |                                        | $ | 3.77 
|Options cancelled                      |  | 693,519                  |   |  | (693,519                    | ) |  | $                   | 0.00-$18.90  |                                        | $ | 11.06
|                                       |  |                          |   |  |                             |   |  |                     |              |                                        |   |      
|Balance at December 31, 2004           |  | 1,287,655                |   |  | 6,254,666                   |   |  |                     |              |                                        | $ | 9.03 
|                                       |  |                          |   |  |                             |   |  |                     |              |                                        |   |      

---

|(1) |  | $0.00 price per share represents an actual price equal to the par value of the ordinary shares (approximately $0.0025).
|--- |  | -----------------------------------------------------------------------------------------------------------------------



Shares available for future option grants, ESPP and other stock-based
compensation awards were 1,691,688 at December 31, 2004.



F-20



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Pro forma information regarding net income (loss) and net income (loss) per share for 2002, 2003 and
2004, is required by SFAS 123. The fair value of options for 2002, 2003 and 2004 was estimated at the date of grant using the Black-Scholes valuation model, with the weighted-average assumptions as described in Note 1 above.



Option valuation models require the input of highly subjective assumptions.
Because the Companys employee share options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in managements
opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee share options.



Exercise prices for options outstanding as of December 31, 2004 and the weighted average remaining contractual life are as follows:



|                         |  |                                      |  |                              |       |                                                  |      |                                |           |                              |   |      
|------------------------ |  | ------------------------------------ |  | ---------------------------- | ----- | ------------------------------------------------ | ---- | ------------------------------ | --------- | ---------------------------- | - | -----
|                         |  | Options Outstanding                  |  | Options Exercisable         
|Range of Exercise Prices |  | NumberOutstanding atDecember 31,2004 |  | WeightedAverageExercisePrice |       | Weighted AverageRemainingContractualLife (Years) |      | Exercisable atDecember 31,2004 |           | WeightedAverageExercisePrice
|$  0.00-$  5.40          |  | 2,182,548                            |  | $                            | 3.70  |                                                  | 6.68 |                                | 1,194,536 |                              | $ | 2.41 
|$  5.45-$  8.79          |  | 1,434,902                            |  | $                            | 7.26  |                                                  | 7.07 |                                | 1,064,664 |                              | $ | 7.22 
|$  9.45-$13.85           |  | 1,260,285                            |  | $                            | 11.28 |                                                  | 8.18 |                                | 586,925   |                              | $ | 11.39
|$13.90-$18.90            |  | 1,286,931                            |  | $                            | 17.08 |                                                  | 7.34 |                                | 930,877   |                              | $ | 16.88
|$19.02-$20.56            |  | 90,000                               |  | $                            | 19.54 |                                                  | 6.99 |                                | 67,810    |                              | $ | 19.38
|                         |  |                                      |  |                              |       |                                                  |      |                                |           |                              |   |      
|                         |  | 6,254,666                            |  | $                            | 9.03  |                                                  | 7.21 |                                | 3,844,812 |                              | $ | 8.92 
|                         |  |                                      |  |                              |       |                                                  |      |                                |           |                              |   |      



Non-Cash Charges
Related to Equity Issuances and amortization of deferred compensation



In 2001 and prior the Company recorded deferred share compensation representing the difference between the fair value of the ordinary shares and the exercise price of the underlying options at date of grant. These
amounts were recorded as a reduction of shareholders equity and were amortized over the vesting period of the individual options, generally four years, using the graded vesting method. The Company recorded amortization of deferred share
compensation with respect to these option grants of $331,000 for the year ended December 31, 2002, $125,000 for the year ended December 31, 2003, and $14,000 for the year ended December 31, 2004.



Non-cash charges related to equity issuances also include the amortization of
deferred compensation associated with the Axis merger that is applicable to restricted ordinary shares and restricted share units granted to certain Axis employees as part of the merger, the intrinsic value of the unvested Axis options, and in
respect to ordinary share proceeds retained by the Company from certain key Axis employees which are subject to vesting in connection with retention agreements. Non-cash charges related to equity issuances, with respect to Axis acquisition, were
$5.1 million for the year ended December 31, 2004.



Amortization of deferred compensation associated with the retention of cash proceeds in respect to the merger was $4.1 million for the year ended December 31, 2004.



F-21



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



10.    EARNINGS AND LOSS PER SHARE



The following table presents the calculation of basic and diluted net income
per share (in thousands, except per share data):



|                                                                      |  |                         |        |      |   |        |  |   |        |  
|--------------------------------------------------------------------- |  | ----------------------- | ------ | ---- | - | ------ |  | - | ------ | -
|                                                                      |  | Year Ended December 31, |       
|                                                                      |  | 2002                    |        | 2003 |   | 2004   | 
|Net income (loss):                                                    |  | $                       | 13,350 |      | $ | 8,670  |  | $ | (9,533 | )
|                                                                      |  |                         |        |      |   |        |  |   |        |  
|Basic net income (loss) per ordinary share                            |  | $                       | 0.71   |      | $ | 0.44   |  | $ | (0.41  | )
|Shares used in computing basic net income (loss) per ordinary share   |  |                         | 18,934 |      |   | 19,818 |  |   | 23,071 |  
|                                                                      |  |                         |        |      |   |        |  |   |        |  
|Weighted-average number of potential ordinary shares                  |  |                         |        |      |   |        |  |   |        |  
|under the treasury method                                             |  |                         | 2,316  |      |   | 1,545  |  |   |        |  
|Weighted-average number of ordinary shares subject to repurchase      |  |                         | 4      |      |   |       |  |   |       |  
|                                                                      |  |                         |        |      |   |        |  |   |        |  
|Shares used in computing diluted net income (loss) per ordinary share |  |                         | 21,254 |      |   | 21,363 |  |   | 23,071 |  
|                                                                      |  |                         |        |      |   |        |  |   |        |  
|Diluted net income (loss) per ordinary share                          |  | $                       | 0.63   |      | $ | 0.41   |  | $ | (0.41  | )
|                                                                      |  |                         |        |      |   |        |  |   |        |  



During the periods
presented, the Company had securities outstanding, which could potentially dilute basic income per share in the future, but were excluded from the computation of diluted net income per share, as their effect would have been antidilutive. Potential
ordinary shares excluded from the earnings per share calculation because they were antidilutive totaled 718,544, 1,788,631 and 3,523,763 for the years ended December 31, 2002, 2003 and 2004, respectively. These potential ordinary shares are related
to unvested restricted shares and restricted share units and share options.



11.    INCOME TAXES



The
provision for income taxes consisted of the following:



|                           |  |                         |       |      |   |      |  |   |        |  
|-------------------------- |  | ----------------------- | ----- | ---- | - | ---- |  | - | ------ | -
|                           |  | Year Ended December 31, |      
|                           |  | 2002                    |       | 2003 |   | 2004 | 
|                           |  | (in thousands)          |      
|Current tax expenses:      |  |                         |       |      |   |      |  |   |        |  
|Israel                     |  | $                       |      |      | $ | 145  |  | $ | 662    |  
|U.S. federal and state     |  |                         | 1,515 |      |   | 169  |  |   | 480    |  
|Other foreign              |  |                         | 307   |      |   | 438  |  |   | 386    |  
|                           |  |                         |       |      |   |      |  |   |        |  
|                           |  |                         | 1,822 |      |   | 752  |  |   | 1,528  |  
|Deferred tax expenses      |  |                         |       |      |   |      |  |   |        |  
|Israel                     |  |                         |      |      |   |     |  |   | (513   | )
|U.S. federal and state     |  |                         |      |      |   |     |  |   | (6,996 | )
|Other foreign              |  |                         |      |      |   |     |  |   |       |  
|                           |  |                         |       |      |   |      |  |   |        |  
|                           |  |                         |      |      |   |     |  |   | (7,509 | )
|                           |  |                         |       |      |   |      |  |   |        |  
|Provision for income taxes |  | $                       | 1,822 |      | $ | 752  |  | $ | (5,981 | )
|                           |  |                         |       |      |   |      |  |   |        |  



F-22



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Deferred tax assets and liabilities reflect the tax effects of net operating loss and credit
carryforwards and of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. Significant components of the Companys deferred tax assets and
liabilities are as follows:



|                                                 |  |                |        |   |      |   |         |  
|------------------------------------------------ |  | -------------- | ------ | - | ---- | - | ------- | -
|                                                 |  | December 31,   |       
|                                                 |  | 2003           |        |   | 2004 |  
|                                                 |  | (in thousands) |       
|Deferred tax assets:                             |  |                |        |   |      |   |         |  
|U.S. net operating loss carryforwards            |  | $              | 3,700  |   |      | $ | 6,462   |  
|Other foreign net operating loss carryforwards   |  |                | 400    |   |      |   | 244     |  
|U.S. federal and state credit carryforwards      |  |                | 600    |   |      |   | 3,091   |  
|Non-deductible accruals and reserves             |  |                |        |   |      |   | 3,021   |  
|Other, net                                       |  |                | 700    |   |      |   | 158     |  
|                                                 |  |                |        |   |      |   |         |  
|Total deferred tax assets                        |  |                | 5,400  |   |      |   | 12,976  |  
|Valuation allowances for deferred tax assets     |  |                | (5,400 | ) |      |   | (10,033 | )
|                                                 |  |                |        |   |      |   |         |  
|Net deferred tax assets                          |  | $              |       |   |      | $ | 2,943   |  
|                                                 |  |                |        |   |      |   |         |  
|Deferred Tax Liability                           |  |                |        |   |      |   | (12,288 | )
|                                                 |  |                |        |   |      |   |         |  
|Net deferred tax assets (deferred tax liability) |  |                |        |   |      | $ | (9,345  | )
|                                                 |  |                |        |   |      |   |         |  



As of December 31,
2004, the Company had deferred tax assets of approximately $13.0 million. The Company has evaluated the need for a valuation allowance for the deferred tax assets in accordance with the requirements of Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes. As of December 31, 2004, the Company had no ability to realize its U.S federal and state deferred tax assets through carrybacks or available tax planning strategies for Verisity and has therefore
recorded a valuation allowance on these assets.



The valuation
allowance increased by approximately $4.6 million in 2004 and $1.1 million in 2003. The Company has recorded deferred tax assets for currently non-deductible accruals and reserves related to our Israel operation that can be recovered in the future
and deductible accruals and reserves related to the U.S. operations.



As of December 31, 2004, approximately $4.3 million of the valuation allowance is attributable to Axis acquisition-related items such as net operating loss carryforwards and tax credits that if and when realized will first reduce the
carrying value of goodwill, then other long-lived intangible assets of the Companys acquired subsidiary and then income tax expense. Approximately $4.2 million of the Companys valuation allowance was attributable to stock option
deductions, the benefit of which will be credited to additional paid-in capital when and if realized.



F-23



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The reconciliation between the Companys effective tax rate and the Israeli statutory tax rate
is as follows:



|                                             |  |                         |        |   |      |   |        |      |  |   |         |  
|-------------------------------------------- |  | ----------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------- | -
|                                             |  | Year Ended December 31, |       
|                                             |  | 2002                    |        |   | 2003 |   |        | 2004 | 
|                                             |  | (in thousands)          |       
|Pretax income                                |  | $                       | 15,172 |   |      | $ | 9,422  |      |  | $ | (15,514 | )
|Statutory Israeli rate                       |  |                         | 36     | % |      |   | 36     | %    |  |   | 35      | %
|Expected tax                                 |  |                         | 5,462  |   |      |   | 3,392  |      |  |   | (5,430  | )
|Realization of previously unbenefited losses |  |                         | (4,048 | ) |      |   | (252   | )    |  |   | (1,100  | )
|Approved enterprize zone benefit             |  |                         |        |   |      |   | (2,700 | )    |  |   | (106    | )
|Foreign income rate benefit                  |  |                         |       |   |      |   | (51    | )    |  |   | (19     | )
|Foreign losses providing no benefit          |  |                         |       |   |      |   |       |      |  |   | 420     |  
|Withholding taxes                            |  |                         | 266    |   |      |   | 363    |      |  |   | 232     |  
|Other immaterial items                       |  |                         | 142    |   |      |   |       |      |  |   | 22      |  
|                                             |  |                         |        |   |      |   |        |      |  |   |         |  
|Provision for income taxes                   |  | $                       | 1,822  |   |      | $ | 752    |      |  | $ | (5,981  | )
|                                             |  |                         |        |   |      |   |        |      |  |   |         |  



Israeli Income
Taxes



Verisitys four investment programs have been
granted the status of Approved Enterprise by the Israeli government under the law for the Encouragement of Capital Investments, 1959 (the Law) in 1996, 1998, 2002 and 2004. Israeli income derived from the Approved
Enterprise entitles Verisity to tax exemption for the period of two years commencing the first year that it will earn taxable income, and to a reduced tax rate of 10% -25% for an additional five to eight year period (depending on the rate
of foreign investment in Verisity). The tax benefit period is limited to the earliest of 12 years from completion of the investment under the plans or 14 years from receiving the approval. Thereafter, Verisity will be subject to the regular
corporate tax rate on its Israeli income of 35% in 2004, 34% in 2005, 32% in 2006, and 30% in 2007 and onwards. Israeli income from sources other than the Approved Enterprise will be subject to tax at the regular rate.



Verisity currently has no plans to distribute such tax-exempt income as
dividends and intends to reassign future earnings to finance the development of the business. If the retained tax-exempt income is distributed in a manner other than in the complete liquidation of Verisity, it would be taxed at the corporate tax
rate applicable to such profits (between 10%-25%).



As of
December 31, 2004, Verisity is in the process of completing the investments required under the fourth approved enterprise investment. Should Verisity fail to meet conditions stipulated by the law and by the Approval certification, including making
specified investments in fixed assets, maintaining the development and production nature of its facilities, and financing of at least 30% of the investment program through equity, it could be subject to corporate tax in Israel at the regular
corporate rate and could be required to fund tax benefits received under the program (inclusive of interest and penalties).



As of December 31, 2004, Verisity had utilized its Israeli net operating loss carryforwards and its currently using the reduced tax rate.



U.S. Income Taxes



As of December 31, 2003 and 2004, we had approximately $9.2 million and
$17.7 million of US federal net operating loss carryforwards, respectively, and $400,000 and $1,900,000 of US federal research and development credit, respectively. These United States federal net operating loss and credit carryforwards expire
between the years 2012 and 2024.



F-24



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the
change in ownership provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.



Other Foreign Taxes



As of December 31, 2004, Verisity had other foreign net operating loss
carryforwards of approximately $0.9 million.



12.    SEGMENTS AND GEOGRAPHIC INFORMATION



Verisity operates in one industry segment, the development and marketing of software. The following is a summary of revenue within geographic areas based on the location of the entity making the sales, and long-lived
assets based on the location of the assets. Operations in the United States include marketing, sales, research and development, and technical customer support. Operations in Israel include research and development, local sales and technical customer
support. Operations in Europe and Japan include sales.



|                                              |  |                         |        |                |   |        |  |   |       
|--------------------------------------------- |  | ----------------------- | ------ | -------------- | - | ------ |  | - | ------
|                                              |  | Year Ended December 31,
|                                              |  | 2002                    |        | 2003           |   | 2004  
|                                              |  | (in thousands)         
|Revenue from sales to unaffiliated customers: |  |                         |        |                |   |        |  |   |       
|United States                                 |  | $                       | 39,553 |                | $ | 36,984 |  | $ | 40,878
|Israel                                        |  |                         | 3,652  |                |   | 3,275  |  |   | 2,520 
|Europe                                        |  |                         | 9,319  |                |   | 8,241  |  |   | 10,124
|Japan                                         |  |                         |       |                |   |       |  |   | 4,511 
|                                              |  |                         |        |                |   |        |  |   |       
|                                              |  | $                       | 52,524 |                | $ | 48,500 |  | $ | 58,033
|                                              |  |                         |        |                |   |        |  |   |       
|                                              |  |                        
|                                              |  |                         |        | December 31,  
|                                              |  |                         |        | 2003           |   | 2004  
|                                              |  |                         |        | (in thousands)
|Long lived assets:                            |  |                         |        |                |   |        |  |   |       
|United States                                 |  | $                       | 1,492  |                | $ | 19,908
|Israel                                        |  |                         | 1,762  |                |   | 1,847 
|Europe                                        |  |                         | 44     |                |   | 46    
|Japan                                         |  |                         |       |                |   | 63    
|                                              |  |                         |        |                |   |        |  |   |       
|                                              |  |                         |        |                | $ | 3,298  |  | $ | 21,864
|                                              |  |                         |        |                |   |        |  |   |       



As reported in the
above table, revenue generated in the United States is from sales to customers located in North America and Asia; revenue generated in Israel consists of sales to customers located in Israel; revenue generated in Europe is from sales to customers
located in Europe and revenue generated in Japan consists of sales to customers located in Japan.



13.    RELATED PARTY TRANSACTION



Zohar Zisapel, a director of the Company, is the founder and chairman of RAD Data Communications, Ltd. (RAD). For the year ended December 31, 2003 and 2004 the Company sold $46,000 and $107,000,
respectively, of product and services to RAD. The amount receivable from RAD was $2,000 and nil as of December 31, 2003 and 2004, respectively.



F-25



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##### Table of Contents

##### Index to Financial Statements

VERISITY LTD.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Douglas Norby, a director of the Company, serves on the board of LSI Logic Corporation
(LSI). For the year ended December 31, 2004 the Company sold $1.7 million of product and services to LSI. The amount receivable from LSI was $845,000 as of December 31, 2004.



Tali Aben, a director of the Company, serves on the board of Silverback Systems Inc. (Silverback). For the year
ended December 31, 2003 the Company sold $218,000 of product and services to Silverback. The revenue recognized from Silverback in 2004 was $76,000 and the amount receivable as of December 31, 2004 was nil.



14.    SUBSEQUENT EVENTS



Properties



On January 31, 2005 we entered into a lease agreement which adds an
additional space of 5000 square feet to our Israeli offices for a period of 58 months starting on May 1, 2005 In addition we extended the lease agreement for the other four facilities in the Israeli offices for 60 months starting on March 1, 2005.



Business Combination



On January 12, 2005, Verisity entered into an Agreement and Plan of Merger
(the Merger Agreement) with Cadence Design Systems, Inc., a Delaware corporation (Cadence), and Scioto River Ltd., an Israeli corporation and wholly owned subsidiary of Cadence (Merger Sub), pursuant to which
Merger Sub will be merged with and into Verisity, and each outstanding ordinary share of Verisity, NIS 0.01 par value per share, will be converted into the right to receive $12.00 in cash without interest, as described in Section 1.8(a) of the
Merger Agreement. Following the Merger, Verisity shall continue as the surviving corporation, and the separate corporate existence of Merger Sub shall cease.



The Merger has been approved by unanimous vote of the boards of directors of both companies. The transaction is subject to approval by the shareholders of
Verisity, the expiration or termination of waiting periods under U.S. antitrust laws and other customary conditions. There can be no assurance that the merger will be completed. If the merger is not completed, we may be required to pay Cadence a
termination fee of $11,350,000 under specified circumstances. We may also be required to reimburse Cadence for up to $1,000,000 of its costs, fees and expenses upon termination of the merger agreement, although the aggregate reimbursement amount
plus the amount of the termination fee may not exceed $12,136,000.



F-26